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Exhibit 10. 32
[STATE BANK OF TRAVANCORE LETTERHEAD]
(Associate of the State Bank of India)
Moduler Electronics (I) Pvt. Ltd. Page No: 1 of 4
No: DGM/M/Adv/1755 November 11, 1995
The Managing Director,
M/s Moduler Electronics (I) Pvt. Ltd.,
406, Dalamal Tower, Nariman Point,
Bombay 400 021
Dear Sir,
SANCTION OF CREDIT FACILITIES
With reference to request for sanction of an ad hoc Letter of Credit Limit last
resting with your letter dated 6th November 1995, we are glad to inform you the
sanction of an ad hoc letter of credit limit of Rs. 200 lacs subject to the
terms and conditions contained in the annexure.
2. Please advise us in advance the date on which you would be calling on us for
executing the documents to enable us to keep the same ready. Please also note to
forward an authenticated copy of your Board Resolution empowering the Company to
avail the advance and also detailing the persons empowered to execute the
documents and witness the affixing of the common seal. Please also forward to us
a copy of your Memorandum and Articles of Association duly certified as being
amended upto date.
3. Please note that the facilities would be released only on your:
i. Undertaking to raise the capital to Rs. 220 lacs before 31st March 1996;
ii. Submitting a monthly cash flow statement for the period from November
1995 to March 1996 and there being sufficient cash flow to meet the LC
liability;
Cont'd...
[SEAL - BANK OF TRAVANCORE]
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Page No: 2 of 4
iii. Undertaking to submit to the Bank before 30th November 1995, the details
called for vide our letter No: DGM/M/Adv/ 1254 dated 28th September
1995;
iv. Agreeing to create charge over the current assets of the Company on a
pari-passu basis with the existing bankers and also to create second
charge over the fixed assets, first charge being in favour of ICICI;
v. Undertaking to follow up with the other banks in the consortium for
earlier sanction of the assessed limits;
4. By sanction of this facility the Bank does not commit itself to sanction the
other fund based limits requested by you. You are therefore requested to manage
your cash flow to meet the LC liability on time.
5. Please sign and retransmit the duplicate of this letter as a token of having
accepted the terms and conditions.
Yours faithfully,
/s/ [ASST GEN MGR]
- -------------------------
ASSISTANT GENERAL MANAGER
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[LETTERHEAD -- STATE BANK OF TRAVANCORE]
Page No: 3 of 4
TERMS AND CONDITIONS
LETTER OF CREDIT (DEMAND/USANCE): - FOREIGN/INLAND
LIMIT : Rs. 150.00 Lacs (over and above the existing
limit of Rs. 200 lacs) on an ad hoc basis.
TENOR : Sight/usance upto 90 days.
PURPOSE : For opening of LC covering purchase of
raw materials/spares.
SECURITY : 1. Documents of title to goods covered by the LC
2. Counter/Omnibus counter guarantee of the
Company to be obtained.
3. Extension of charge over current assets.
-COLLATERAL : i. Second charge over the entire fixed assets
of the Company, both present and future -
first charge being with ICICI.
ii. Personal guarantee [Bhri Manohar Lal Tandon.]
MARGIN : Inland : 10%
Import : 10% or as per RBI stipulation from
time to time, whichever is higher.
COMMISSION : As per FEDAI rules.
PERIOD OF SANCTION : One year from the date of sanction.
OTHER STIPULATIONS :
1. The import letters of credit will be opened only against valid import
licenses held by the Company, wherever applicable as permitted by the Import
Trade Control authorities from time to time.
2. The application for opening the LC should be suitably stamped in accordance
with the Stamp Act.
3. The Company should keep sufficient funds/DP in the cash credit account. Bills
received under letter of credit should be promptly retired by the Company (on
presentation/due dates) within the sanctioned working capital facilities and no
additional drawings/limits will be permitted/granted for the purpose of retiring
the bills received under any of the letters of credit established by the Bank on
their behalf. The Company should also furnish the Bank with an irrevocable
letter of authority for debiting their account straight away with the amount of
the bills drawn under LCs together with all bank charges. The LCs will be opened
by the
[SEAL -- STATE BANK OF TRAVANCORE]
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Page No: 4 of 4
Bank without in any manner implying a commitment to allow additional credit
facilities to the Company to retire the bills covered under the LCs.
4. In this connection, it is possible that the bills drawn under the LC are
received but the relative goods are not yet received. In such cases, lien for
the full amount of the outstanding bills as aforesaid would be earmarked against
the advance value of the total stocks including the documents of title to goods
received under the letter of credit.
5. In respect of letters of credit established on the Company's behalf providing
for drawing of usance bills drawn and accepted under the Bank's letter of
credit, drawing power will be earmarked (deducted) against advance value of
stocks and other eligible securities.
6. Stocks covered by these usance bills/drafts should be kept separately by the
Company and the value of such goods should also be declared in the monthly stock
statements submitted by the Company. The Company will not, however, be entitled
for DP against stock received under LCs until the relative bills are paid by
them.
7. By sanction of this ad hoc letter of credit the Bank does not commit to
sanction the other credit facilities requested by the Company.
8. This document is part of the letter addressed to you conveying the sanction
of the facilities.
[STAMP]
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[CURRENCIES]
[SEAL]
[STAMP]
FORM 'K' (SPECIAL)
- ------------------
STATE BANK OF TRAVANCORE
INDUSTRIAL FINANCE BRANCH
MADRAS
This hypothecation agreement made at Bombay this Thirteenth day of November
1995 between M/s Moduler Electronics (I) Pvt. Ltd. a company incorporated in
India and having its registered office at 406, Dalamal Tower, Nariman Point,
Bombay, 400 021 (hereinafter called "the Company" in which expression are
included unless such inclusion is excluded by or repugnant to the context its
successors-in-interest and official liquidators) and the STATE BANK OF
TRAVANCORE, a corporation constituted by
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[CURRENCIES]
[SEAL]
[STAMP]
the State Bank of India Subsidiary Banks Act 1959 and having its Head Office at
Thiruvananthapuram and a branch at INDUSTRIAL FINANCE BRANCH, KILPAUK MADRAS 600
010 (hereinafter called the Bank in which expression are included unless such
inclusion is excluded by or repugnant to the context its successors-in-interest)
WHEREAS the company has requested the Bank to grant
a credit limit for establishing Letter of Credit on its behalf from
time to time in respect of their import/purchase of raw materials to an extent
not exceeding the sum of Rs. 1,50,00,000/= (Rupees One Crore Fifty Lacs Only)
at any one time required by the company in the ordinary course of its business
and for the purpose of carrying on the same which the company hereby expressly
admits and acknowledges.
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WHEREAS the Bank has at the request and on the faith of the said
admission and acknowledgment of the company agreed to grant to the company the
aforesaid credit limits in addition to the credit facilities already granted by
the Bank to the Company and to be secured as herein provided.
NOW IT IS AGREED BY THE COMPANY AS FOLLOWS:
1st In consideration of the Bank having agreed to grant to the Company
a limit for establishing Letter of Credit on its behalf from time to time in
respect of their import/purchase of raw materials but to an extent not
exceeding the sum of Rs. 1,50,00,000/= (Rupees One Crore Fifty Lacs Only)
outstanding at any one time the Company hereby covenants with Bank to pay and
make good to the Bank on demand all such monies as may be paid by the Bank or
as the Bank may become liable to pay under or by virtue or in respect of any
guarantees and/or Letters of Credit that may be issued by the Bank under the
said limits as aforesaid and also at all time hereafter to indemnify and keep
indemnified the Bank against all actions proceedings claims and demands duties
penalties taxes losses damages costs (as between Attorney and Client) charges
expenses and other liabilities whatsoever that may be brought or made against
or sustained or incurred by the Bank (and whether paid by the Bank or not) in
consequence of the Bank having agreed to issue such guarantees and/or establish
Letters of Credit as aforesaid or otherwise howsoever in relation thereto and
also to pay and make good to the Bank on Demand any such liabilities as
aforesaid and that this covenant and obligations thereunder shall not be deemed
to be satisfied or become inoperative by reason of the cessation at any time of
any such guarantees and/or Letters of Credit that may be issued/established by
the Bank as aforesaid but shall continue in force or revive in the event of any
subsequent additions, renewals/extensions thereof and shall remain in full force
and effect until any such guarantees and/or Letters of Credit or any subsequent
additions/renewals/extensions thereof expire by the efflux of time mentioned in
any such guarantees and/or Letters of Credit as aforesaid.
2nd The whole of the Company's stocks of Raw Materials and Finished
Goods and other raw materials and stores whether raw or in process of
manufacture and all articles manufactured therefrom which now or hereafter
from time to time during this security shall be brought into store or be in or
about the Company's godowns or premises at BDF Block V, Units 37 & 38, Madras
Export Processing Zone, Tambaram, Madras - 600045 or wherever else the same may
be (including any such goods in course of transit or delivery) (all hereinafter
called "the said goods") shall continue to remain further hypothecated to the
Bank and constitute security for the payment by the Company to the Bank on
demand of all moneys at any time payable by the Company to the Bank in respect
of the said limits for issuance of guarantees and/or for establishment of
Letters of Credit and also as security for the payment and discharges of all
indebtedness or
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liability of the Company to the Bank in respect to any bills of exchange,
promissory Notes or instruments at any time drawn made accepted or endorsed by
the Company solely or jointly with others which the Bank may discount or become
interested in together with all interest discount commission charges costs
(between Attorney and Client) and expenses payable to or incurred by the Bank
in relation thereto.
3rd The Company will at all times maintain a sufficient quantity of
the said goods of such market value as to provide such margin of security as
may be required by the Bank and will forthwith whenever necessary provide
further goods (approved by the Bank) to restore such margin or pay the Bank the
equivalent in cash.
4th All the said goods shall be kept at the Company's risk and
expenses in good condition and fully insured against loss or damages as may be
required by the Bank.
5th The Bank or its Agents and Nominees shall be entitled at all times
without notice to the Company but at the company's risk and expenses and if so
required as Attorney for and in the name of the Company to enter any place
where the said goods may be and where the books of the account of the company
are kept and inspect value insure superintend disposal and/or take
particulars of all or any of the said goods and inspect value and check any
statements accounts reports and information and also on any default of the
Company in payment and discharge of any moneys and liabilities hereby secured
or the performance of any obligation of the Company to the Bank or the
occurrence of any circumstances in the opinion of the Bank endangering this
security to take possession of recover receive appoint receivers or remove
and/or sell (either by public auction or private contract) despatch for
realisation or otherwise dispose of or deal with all or any of the said goods
and generally to enforce realise settle compromise submit to arbitration or deal
in any manner with the security and to complete any engagements and carry on
the business of the Company through agents' Managers or otherwise without being
found to exercise any of these powers or being liable for any loss in the
exercise thereof and without prejudice to the Bank's rights and remedies of suit
or otherwise under this Agrement or otherwise and notwithstanding there may be
pending suit or other proceedings and the Company hereby undertakes to give
immediate possession to the Bank on demand of the said goods as and when
required by the Bank and to transfer and deliver to the Bank all relative bills
contracts securities documents and papers and agrees to accept the Bank's
accounts of receipts from sales and realisation as sufficient proof of amounts
realised and relative expenses and to pay on demand any shortfall or
deficiency thereby shown provided that the Company may subject to the
provisions of this Agreement and with the approval of the Bank sell the said
goods from time to time in due course of business subject to the
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margin of security required by the Bank being fully maintained and on the terms
of payment or delivery to the Bank of the proceeds thereof or documents therefor
immediately on receipt of the same time to time in due course of business
subject to the margin of security required by the Bank being fully maintained
on the express undertaking that the said goods and proceeds thereof and
documents therefor are always kept distinguishable as the Bank's exclusive
property specifically appropriated to this security to be dealt with only under
the directions of the Bank and the Company shall not (except with the previous
consent of the bank in writing) create any mortgage charge lien or encumbrance
upon or over the same or any part thereof except to the Bank nor suffer any such
mortgage charge lien or encumbrance to affect the same or any part thereof nor
do or allow anything that may prejudice this security.
6th The Company will carry on business efficiently and will furnish
(either monthly or often) all statements inventories reports returns
certificates accounts documents particulars and information in respect of the
said goods as the Bank may require verified and certified in the manner
prescribed by the Bank and will execute all documents and do all acts and
things which the Bank may require to give effect to this Agreement and the
Company authorises the Bank through its Agents and Nominees as Attorney for and
in the name of the Company to do whatever the Company may be required to do
under this Agreement.
7th The Bank shall be entitled at all times to apply any other moneys
or securities or property in its hands standing to the credit of or belonging
to the Company by sale or otherwise in or towards payment and discharge of any
moneys and liabilities for the time being due and owing hereunder to the Bank
and to recover at any time from the Company by suit or otherwise the balance
remaining payable to the Bank in respect of such moneys and liabilities
notwithstanding that all or any of the securities held by the Bank may not have
been realised.
8th This Agreement shall operate as a continuing security for all
moneys indebtedness and liabilities aforesaid notwithstanding any partial
payments.
9th Nothing hereby shall prejudice or affect any general or special
lien to which the Bank is or may be by law or otherwise entitled or any rights
or remedies of the Bank in respect or any present or future security guarantee
obligation or decree for any indebtedness or liabilities of the Company to the
Bank or shall preclude the Bank from enforcing or having recourse to the
security under the Agreement without enforcing or having recourse in the first
instance to any other security held by the Bank from the Company and the Bank
shall be entitled to sue on any of such security without being bound to sue on
all such securities.
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10th It is declared that all the said goods presently hypothecated as
aforesaid are the absolute property of the Company at the sole disposal of the
Company and free from any prior charge or encumbances and that all future goods
to be hypothecated hereunder shall be likewise the unencumbered absolute and
disposable property of the Company except for the said charge created as
aforesaid.
In WITNESS WHEREOF the Company has caused its Common Seal to be
hereunto affixed and Shri D. Ashok Kannan, Deputy Manager of the Bank and as
such one of the authorised officers of the Bank for and on behalf of the Bank
has hereunto set his hand the day and year first above written.
Dated at Bombay 13th Day of November 1995.
BORROWERS
The Common Seal of M/s Moduler
Electronics (I) Pvt. Ltd. hath
hereto been affixed in pursuance
of a resolution of its Board of
Directors passed at the meeting
held on 13th Nov 1995, in the
presence of S/ Shri D. Ashok Kannan
and Shri Biron R. Shah, Directors
of the Company respectively
who have hereunto affixed their
signatures in token of their
presence at the affixing of the
seal.
Place: Bombay
Date: 13th November 1995
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[CURRENCY]
[SEAL]
[STAMP]
DEBT ACKNOWLEDGMENT CUM LINKING LETTER
From
M/s M/s Moduler Electronics (I) Pvt. Ltd.,
406, Dalamal Tower,
Nariman Point, Bombay 400 021
To
The Asst General Manager,
State Bank of e,
Industrial Finance Branch,
Madras - 10
Dear Sir,
Since you have granted additional Letter of Credit Limit of Rs.1,50,00,000/=
(Rupees One Crore Fifty Lacs Only) in addition to the existing Letter of Credit
facility of Rs. 2,00,00,000/= (Rupees Two Crores Only) We have today executed
and handed over to you the following documents for the additional Letter of
Credit facility of Rs. 1,50,00,000/= (Rupees One Crore Fifty Lacs Only)
sanctioned to us.
[STAMP]
- -------------------------------
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1. Form K (Special) dated 13th November 1995 for Rs. 1,50,00,000/=
2. Deed of Hypothecation dated 13th November 1995.
We hereby declare that the above documents executed by us today are additional
and not in substitution of the following documents
1. Form K (Special) dated 18th February 1995 for Rs. 2,00,00,000/=
executed by us on the dates mentioned therein and We acknowledge for the
purpose of Section 18 of the Limitation Act 36 of 1963 and any like limitation
law in order to preclude any question of limitation that We are liable to you
for payment of the outstanding amount in respect of all present and future
indebtedness and liabilities under the Cash Credit Account, interalia, secured
by the aforesaid documents together with interest, costs, charges and expenses
in terms thereof and the said documents shall remain in force with all relative
securities, agreements and obligations.
Yours faithfully, [STAMP]
------------------------------------
The Common Seal of M/s Moduler
Electronics (I) Pvt. Ltd. hath
hereunto been affixed in pursuance
of a resolution of its Board of
Directors passed at the meeting
held on 13th Nov 1995, in the
presence of S/ Shri M.L. Tandon
and Shri Biron R. Shah, Directors of
the Company
who have hereunto affixed their
signatures in token of their
presence at the affixing of the
seal.
Place: Bombay /s/
-----------------------------------
Date: 13th November 1995 /s/
-----------------------------------
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[Currency]
[Stamp]
[Seal]
DEED OF HYPOTHECATION
This deed of hypothecation executed at Bombay this the Thirteenth Day of
November, One Thousand Nine Hundred Ninety Five by M/s Moduler Electronics (I)
Pvt. Ltd. a company incorporated in India and having its registered office at
406, Dalamal Tower, Nariman Point, Bombay 400 021 (hereinafter referred to as
"the Company" which expression shall, unless excluded by or repugnant to the
context, include its successors and assigns) of the one part and the State Bank
of e, a Bank constituted under the Provisions of the State Bank of
India (Subsidiary Banks) Act 1959, having its Head Office at Thiruvananthapuram,
Kerala and a Branch at 816/ 817, Poonamalle High Road, Kilpauk, Madras 600 010
(hereinafter for brevity sake referred to as "the Bank" which expression shall
unless the context or subject otherwise requires include its successors or
assigns) of the other part.
[Stamp]
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[Currency]
[Stamp]
[Seal]
STATE BANK OF TRAVANCORE
WHEREAS
(1) By the loan agreement dated the Thirteenth day of November, One Thousand
Nine Hundred Ninety Five (referred to as "the said agreement") made between the
Company of the one part and the bank of the other part, interalia the Bank has
agreed to grant the Company financial assistance by way of a Letter of Credit
limit to the extent of Rs. 3,50,00,000/= (Rupees Three Crore Fifty Lacs only)
(hereinafter referred to as the "financial assistance" which expression shall
include any interim disbursement(s) that may be sanctioned against the said
financial assistance) for the purposes and on the terms and conditions set out
therein.
(ii) The bank has called upon the Company and the Company has agreed to execute
these presents, as security for the repayment of the financial assistance of Rs.
3,50,00,000/= (Rupees Three Crore Fifty Lacs Only) agreed to be lent and
advanced by the Bank to the Company, the payment of interest, additional
charges, expenses and other moneys payable to the bank by the Company under the
said agreement.
[Stamp]
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NOW THESE PRESENTS WITNESS THAT IN CONSIDERATION OF THE BANK having agreed to
grant the said financial assistance for the purposes and on the terms and
conditions set out in the said Agreement, the Company hereby agrees and declares
as follows:
1. That all the fixed assets of the Company movable and immovable assets (save
and except book debts) which now or hereafter from time to time acquired during
the continuance of this agreement, shall be brought into, stored or to be stored
in or about its premises, factories godowns and elsewhere and wherever they are
whether stationary or in transit (hereinafter collectively referred to as the
"said goods") short particulars whereof are given in the first schedule
hereunder written/enclosed as a separate annexure are hereby hypothecated to the
bank as security for all the amounts payable by the Company to the bank under
the said Agreement. PROVIDED THAT the charge of the Bank shall rank second with
the charges created and/or to be created by the Company in favour of the
Bank/Financial Institutions specified in the second schedule hereunder written
and for the purpose therein mentioned, PROVIDED FURTHER THAT the charge in
favour of the Bank on the said goods shall be subject to the charge or charges
created and/or to be created by the Company in favour of its Bankers on its
stocks of raw materials, semi finished and finished goods and consumable stores
and book debts and such other movables as may be permitted by the Bank in
writing to secure borrowings for working capital requirements.
2. That the Company shall, at its own expense, keep the said goods in marketable
and good condition, and insure and keep insured the said goods in accordance
with the provision of the said Agreement and shall duly pay all premia or other
sums payable for that purpose unless otherwise agreed to by the lenders. The
insurance in respect of the said goods shall be taken in the joint names of the
Company and the bank and any other institutions having an insurable interest in
the properties of the Company and acceptable to the bank and the Company shall
deposit and keep deposited with the Bank and/or other institutions as may be
approved by the Bank the insurance policies and renewals thereof.
PROVIDED that the insurance in respect of the goods charged to the Company's
bankers as approved by the Bank shall be taken out in such a manner as may be
desired by such bankers/financial institutions and the policy or policies of
insurance or any renewals thereof may be retained by the Bank/financial
institutions.
In the event of failure on the part of the Company to insure the said goods as
herein provided and/or to pay the insurance premia or other sums referred to
above, the Bank may, but shall not be obliged to, insure and/or pay the
insurance premia and the Company shall, on receipt of a notice
[STAMP]
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or demand from the Bank, reimburse the Bank the expenditure incurred by them,
together with interest at the rate stipulated by the bank from the date of the
payment by the Bank and the said sums shall, till payments, be considered to be
loan to the Company by the Bank.
3. That a nominee of the Bank shall, without any notice and at the risk and
expense of the Company, be entitled at all times to enter any place where the
said goods may be stored and arrange to insure, inspect its value, superintend
disposal and/or take particulars of all or any part of the said goods, check any
statement, accounts, reports and information and also on any default, of the
Company in the performance of any obligations of the Company to the bank or any
breach by the Company of any of the terms and conditions stipulated in the said
agreement, to take charge and/or possession of, seize, recover, receive, appoint
receivers or remove and/or sell by public auction or private contract despatch
for realisation or otherwise, dispose of or deal with all or any part of the
said goods and to enforce, realise, settle, compromise and deal with any rights
or claims relating thereto without being bound to exercise any of these powers
or being liable for any loss in the exercise thereof and without prejudice to
the Bank's rights and remedies of suit or otherwise and notwithstanding that
there may be any pending suit or other proceeding, the company shall give
immediate possession of the said goods to the nominee of the Bank on demand and
to transfer and deliver to the Bank all relative bills, contracts, securities
and documents and the Company shall accept the Bank's account of sales and
realisations as sufficient proof of accounts realised and relative expenses and
pay to the Bank any shortfall or deficiency thereby shown.
4. That all the said goods and all realisations and insurance proceeds thereof
and all documents under this security shall always be kept distinguishable and
held as exclusive property of the Bank, specifically appropriated to this
security, subject to the rights of the Company's bankers and other financial
institutions herein provided, and shall be dealt with only under the directions
of the Bank and that the Company shall not, except as provided in the said
agreement, create any mortgage, charge, lien or encumbrance upon or over the
same or any part thereof nor do or allow anything to be done that may prejudice
this security; provided always that until otherwise directed by the Bank, the
Company shall be at liberty in the ordinary course of business to sell all or
any of the said goods but that the Company shall, if so required by the Bank, on
any and every such sale pay to the Bank the net proceeds of sale in
satisfaction, so far as the same will extend, of the moneys then due and payable
by the Company to the Bank under the said Agreement.
[Stamp]
17
5. That the Company shall, whenever required by the Bank give full particulars
to the Bank of all the assets of the Company (including the said goods) and
shall furnish and verify all statements, reports, returns, certificates and
information from time to time and as required by the Bank, and make, furnish and
execute all necessary documents to give effect to this security.
6. The Company agrees and undertakes to execute such other deeds or documents as
may be required by the Bank to further perfect, protect and/or enforce the
security created hereunder and if it fails to do the same within the time, if
any, allowed by the Bank for the purpose, the Bank is hereby irrevocably
appointed and authorised to act as the Power of Attorney holders of the Company
and take further documents as may be found necessary and take any steps as may
be found required, for preservation, enforcement and realisation of the security
hereunder and the Company shall be liable to bear the expenses that may be
incurred in this connection.
7. That this security shall be a continuing security and shall not be affected
by any change in the constitution of the Company or by winding up (voluntary or
otherwise) or by any merger or amalgamation of the Company with any other
company, society or person etc..
8. That the Company hereby declares that the said goods are the absolute
property of the Company at the sole disposal of the Company and, subject to the
charge or charges created and/or to be created as provided in clause I thereof,
free from any prior charge or encumbrance and future goods shall like wise be
unencumbered, absolute and disposable property of the Company.
9. That the Company doth hereby agree and undertake that it will, if not already
executed prior to the execution of these presents at its own cost procure the
execution and registration, if necessary, of the pari-passu inter-se Agreement
by the financial institution and the Bank mentioned in the second schedule
hereto to ensure that the security created hereunder shall rank pari-passu
inter-se without any preference or priority of one over the other or others of
them for all purposes and to all intents and also providing that moneys
resulting from the enforcement of realisation of the said security or any of
them shall, (subject to the prior charge(s) of the Company's bankers over
specified moveables and trade debts for securing borrowings for working capital
requirements) be distributed and shared amongst the Bank/financial institutions
without any preference or priority of one over the other or others of them for
all purposes and to all intents and including therein specifically the
provisions regarding insurance, custody of insurance policies, custody of title
deeds, prohibition prepayment by the Company, acceleration of repayment of debts
and other usual terms, provisions and stipulations as may be agreed to by the
Bank/financial institutions.
[Stamp]
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10. That nothing herein shall prejudice any rights or remedies of the Bank in
respect of any present or future security, guarantee, obligation or decree for
any indebtedness or liability of the Company to the Bank.
THE FIRST SCHEDULE HEREINABOVE REFERRED TO SHORT PARTICULARS OF GOODS
The whole of the moveable assets of the Company (save and except book debts)
including moveable plant and machinery, implements, fittings, spare parts,
accessories, tools, stores inventories, typewriters, motor vehicles, all type of
transport equipments, office furniture including computers, stocks of raw
materials, finished and semi finished goods, other goods and uncalled capital
from time to time acquired which now or hereinafter from time to time during the
continuance of this Agreement shall be brought into, stored or to be stored in
or about its premises, factories, godowns and elsewhere and wherever they are,
whether stationary or in transit.
THE SECOND SCHEDULE HEREINABOVE REFERRED TO
All the fixed assets of the Company both moveable and immoveable presently
charged to ICICI as first charge holder.
In witness whereof the Company has caused its Common Seal to be hereunto affixed
the day and year first hereinabove written.
[Stamp]
[Signature]
The Common Seal of M/s Moduler
Electronics (I) Pvt. Ltd. hath
hereunto been affixed in pursuance
of a resolution of its Board of
Directors passed at the meeting
held on 13th Nov. 1995, in the
presence of S/ Shri M.L. Tandon
and Shri Biren R. Shah, Directors
of the Company who have hereunto
affixed their signatures in token
of their presence at the affixing
of the seal.
[Signatures]
Place: Bombay
Date: 13th November 1995