THIS
AGREEMENT is made at Mumbai on this ____ day of _______, 200__BETWEEN___________LTD,
a Company incorporated under the Companies Act, 1956 having its Registered
Office at ___________________________ (hereinafter referred to as "The
Lender") which term or expression shall unless excluded by or repugnant to
the subject or context hereof shall mean and include its heirs, successors and
assigns of the One PartANDi.
M/S
123 LIMITED, a Company incorporated under the Companies Act, 1956 having its
Registered Office at ____________________ (hereinafter referred to as "The
Borrower") which terms or expression shall unless excluded by or repugnant
to the subject or context hereof shall mean and include its heirs, successors
and assigns of the SECOND PART andii.
M/S
DEF LIMITED, a Company incorporated under the Companies Act, 1956 having its
Registered Office at __________________ (hereinafter referred to as "The
Pledger") which terms or expression shall unless excluded by or repugnant
to the subject or context hereof shall mean and include its heirs, successors
and assigns of the THIRD PART.WHEREASA. The Borrower is one
of the entities in the group of Companies, 123 LIMITED, a Company incorporated
under the provisions of the Companies Act, 1956 having its Registered Office at
___________________________ hereinafter referred to as "The Borrower"
has a paid up capital of Rs. ______ lacs as on _________ (date).B. The Borrowers has
approached "The Lender" for grant of inter corporate deposit of Rs.
_______/- (Rupees __________ only) for a period of _____ days beginning from
the date of disbursal of loan i.e._________.C. The Lender has
favorably considered the request of the Borrower and has agreed to lend and
advance a secured interest carrying inter-corporate deposit of Rs. _________
(Rupees _________ only) to the Borrower on the terms and conditions and
covenants as follows.D. The Pledger has
agreed to secure the timely repayment of the loan along with interest by
creating in favour of the Lender Pledge with the securities fully stated in the
Annexure Annexed hereto and treated as an integral part of this Agreement.NOW
THIS AGREEMENT WITNESSETH AS FOLLOWS:1. At the request of the
Borrower the Lender lends an advance to the Borrower an inter corporate deposit
of Rs. ____________ (Rupees ___________only) for a period of _______ days
beginning from the date of disbursal i.e.________2. The said inter
corporate deposit shall carry an interest @ _____% per annum payable with
________ rests. In case of delay or default in payment, whether of the
principal or of the interest or any part thereof the Lender shall be entitled
and the borrower shall be liable to pay a penal interest @ _% per annum over
and above the interest mentioned hereinabove.3. As a security towards
timely repayment of loan along with interest, the Pledger has agreed to pledge
in favour of the Lender, fully paid up equity shares, standing in the name of
Pledger as stated in the Annexure annexed hereto and treated as an integral
part of the agreement in the equity capital of 123 Limited, a company
incorporated under the provisions of the Companies Act, 1956 having its
Registered Office at _____________________________. The Equity shares of Equity
International Ltd are listed at _______ Stock Exchange and the current market
price of shares is agreed to be Rs. ____/- per share.4. In case the Lender
sends the notice to the Borrower to make good the margin in the securities
(_____% in this case) and the Borrower fails and/or neglects to make good the
margin within the stipulated period as mentioned in the notice the Borrower
shall be deemed to have committed default of the terms of this agreement and in
that event it shall be lawful for the Lender (but not compulsory) to demand
from the Borrower repayment of the loan along with the interest then
outstanding and the Borrower shall be liable to repay the loan in full along
with interest thereon without any objection and/or demur.5. It is thus agreed
that the Borrower shall pledge equity shares of 123 LTD details whereof are
given in Annexure-I enclosed hereto and treated as part of this agreement
"the securities".6. It is expressly
agreed by and between the parties hereto that in case of downward revision in
the market price of the equity shares of 123 LTD, the Borrower/ Pledger shall
on its own, pledge in favour of the Lender such other shares of 123 LTD so as
to ensure ______ % margin between the amount of loan along with interest and
the securities.7. In case the Borrower
fails and/or neglects to repay the amount of loan or the amount of interest on
the due date it shall be lawful for the Lender to sell or dispose off, at the
cost and expenses of the borrower, all or some of the equity shares of 123 LTD
either by way of private arrangement or in the open market and to apply the net
proceeds thereof towards satisfaction of the amount of loan or the interest,
then outstanding.8. The Borrower agrees
that any accretion the securities pledged with the Lender by way of dividend,
bonus/rights issue etc. accruing from time to time shall be deemed to be
pledged with the Lender and the Borrower shall, on its own take expeditious
steps to create a pledge in favour of the Lender.9. It is agreed that the
Borrower shall execute a Demand Promissory Note in favour of the Lender.10. The Borrower/ Pledger
agree and undertake to execute in favour of the Lender all such
documents/papers, including fresh transfer deeds, as may be required by the
Lender from time to time.11. The Borrower/ Pledger
have agreed to constitute nominate and appoint the Lenders as its true and
lawful attorney to do all such deeds and things in respect of the said
______(No. of Shares) Equity Shares of 123 LTD as may be pledged/hypothecated
by the Borrower to the Lender.12. It is agreed that the
liability of the Pledger is jointly and severally along with the liabilities of
the Borrower and the same is co-extensive.IN
WITNESS WHEREOF the parties herein have signed this agreement in acceptance of
all terms stated above on the date and place mentioned hereinabove.THE
BORROWERTHE
PLEDGERTHE
LENDER