( Expert )
20 January 2010
Re : Execution of Agreement for Demand Loan upto Rs. xxxxxx Crores from Bank ___ :
The Chairman informed the Board that the Company intends to avail from Bank ___, Demand Loan, to meet the _________ and _________ of the Company, to the extent of Rs. xxxxxx (Rupees _______ Crores only) on the terms and conditions as may be agreed by any one of the following Directors of the Company, authorized in this regard, with Bank ___. After discussion, the following resolution was passed unanimously:
1) THAT the Company do borrow and raise, Demand Loan to the extent of Rs. xxxxxx (Rupees only) from Bank ___ on the terms and conditions as agreed by any one of the authorised Directors of the Company with Bank ___ for the purpose of meeting the _________ and ___________of the Company.
2) THAT the Company do authorise Mr. _______________, Directors of the Company severally to execute the Agreement for demand loan and other documents that are required by Bank ___ in this connection and the abovementioned Directors, be and are hereby severally authorised to accept on behalf of the Company such modifications therein as may be acceptable to Bank ___.
3) THAT the Common Seal of the Company be affixed on the said Agreement on the lines of the draft that may be sent by Bank ___ (with such modifications therein as may be agreed to between the Company and Bank ___) in the presence of any one of Mr. _________, Mr. __________, Directors of the company, who do sign the same in token thereof and any one of Mr. _________ and Mr. __________, Authorised Persons, who do counter-sign the same in token thereof.
4) THAT the Company do offer the following Security, on terms and conditions as may be mutually agreed with Bank ___________:
a) Demand Promissory Note in favour of Bank ___.
b) First pari-passu charge on the Plant and Machinery of the Company with ______________ in favour of Bank ___.
c) Letter of Installment with Acceleration Clause.
d) Request M/s. _____________ Limited and M/s. _____________Limited to provide as Security for the abovementioned Demand Loan, by way of Pledge, equity shares of M/s. ___________ Limited held by them.
e) Request Mr. _____________, Director to execute suitable personal guarantee, in form and manner as may be required by Bank ___ in this regard.
5) THAT any one of Mr. __________ and Mr. _____________, Directors of the Company be and are hereby authorised severally to execute, create or cause to be created on behalf of the Company, the necessary pledge, mortgage, security/security documents in favour of Bank ___ and also to approve, finalise and execute or cause to be execute on behalf of the Company all other deeds, documents, undertakings, mandates, agreements, assignments, guarantee, pledge, mortgage, hypothecation deeds, powers of attorney, promissory notes, letter of acknowledgement of debt and such other instruments, writings, documents, agreements, etc in favour of Bank ___ in connection with the said financial assistance and the Common Seal of the Company be affixed thereto in the presence of any one of the abovementioned Directors, who do sign the same in token thereof and any one of Mr. _________ and Mr. __________, Authorised Persons, who do countersign the same in token thereof, as required by the Articles of Association of the Company.â€