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MEMORANDUM OF ASSOCIATION OF A MERCHANT BANKING COMPANY 

MEMORANDUM OF ASSOCIATION

OF

P M G CAPITAL AND FINANCIAL CO. PVT LTD.

I. The name of the Company is R K G Capital and Financial Co. Pvt. Ltd.

II. The Registered Office of the Company will be situated in the State of ..............

III.The objects for which the Company is established are:

A. Main objects of the company to be pursued by the company on its Incorporation

1. To carry on the business of merchant banking to act as managers, registrars, issue house to issues of shares, stocks, debentures, bonds, units, participation certificates, deposit certificates, notes, bills, warrants, commercial bills, bills of exchange, promissory notes, commercial paper of any company, corporation or association or any other instrument whether or not transferable or negotiable, (hereinafter collectively referred to as the "securities"), to act as agents of and or dealers in the securities in the course of merchant banking business, discounting, rediscounting, buying, selling, underwriting and otherwise dealing in all securities, and to act as discount house for any of the securities, to act as financial consultants, advisers, and counsellors in investment and capital markets, to underwrite, sub-underwrite, to issue guarantees or to give any other commitments for subscribing or agreeing to subscribe or procure or agree to procure subscription for the securities, to manage portfolio investments, to provide financial and investment assistance for the purposes herein, to manage and administer computer centres and clearing houses for the securities, to form consortium of managers, agents and purchasers for or of any of the securities, to act as brokers, dealers, and agents of or in connection with the securities, gold, silver and precious metals, to join any consortium for any financial arrangements whether in domestic market or in international market and whether by way of loans, guarantees, export and yard credits; to undertake the work of factoring of bills and other commercial papers, and to arrange and/or coordinate documentation and negotiation in this regard.

2. To act as trustees, administrators or managers of any investment trust or fund including any mutual fund, growth fund, income or capital fund, taxable or tax exempt fund, provident, pension, gratuity and superannuation fund, charitable fund, or any other fund in India or abroad, to act as trustees for bond holders, debentures holders and for other related purposes.

3. To act as Consultant and Adviser in organising, accepting, taking, implementing any takeover bids, compromise, arrangements, mergers, amalgamations, acquisitions, diversification, rehabilitation or restructuring of any business concern, undertaking, company, body corporate, partnership firm or any other association of persons whether incorporated or not, by acquisition of shares or assets and liabilities, and whether as a going concern or as a part of the concern or otherwise as may be required having regard to business exigencies; and to promote or procure incorporation, formation or setting up of concerns and undertakings whether as company, body corporate, partnership firm, organisation, or any other association of persons for engaging in any industrial, commercial or business activities.

4. To promote, set up, provide and/or participate as a member of consortium in providing venture capital, technology funds or any other funds for seed capital, risk capital, guaranteeing or providing such other financial assistance as may be conducive for development of new enterprises, innovative methods of production and development of existing and new technology, to identify projects, to prepare project profiles, project reports, market research, feasibility studies and reports, pre-investment studies and investigation of industries on micro and macro level; to undertake appropriate service to identify scope or potential for economic and industrial development in any particular geographical area whether in India or abroad, to act as management consultant to advise the undertakings, business houses, enterprises, offices, trade, occupations, calling or professions by introducing modern methods, techniques and systems, and to render all assistance to them as may be necessary including by acting as agents for recruitment of personnel, technical, skilled, unskilled, supervisory, managerial or otherwise.

5. To carry on and undertake the business of equipment leasing and carry on all other operations incidental thereto of all types of equipments, vehicles, ships, trawlers, vessels, aircrafts, aeroplanes, flying machines, office equipments, computers, satellites and any other capital equipment, property and assets including all kinds of goods, articles or things whether movable or immovable.

6. To carry on the business of promotion, organising, procuring, incorporation of companies, institutions, funds, trusts, organisations, association of persons, whether incorporated or not and giving financial or other assistance in India or abroad independently or in association with any bank, company, financial institution, organisation, Government or any other agency whether incorporated or not, for any business of the company.

Objects incidental or ancillary to the attainment of main objects

7. To receive money in any form, borrow or raise money against security or without security on such terms and conditions and in such manner as the Company may consider expedient and secure and discharge any debt or obligation or binding on the Company in such manner as may be thought fit, and in particular against the security of bills of exchange, promissory notes and other negotiable or transferable or other instruments, debentures or issue of debentures, debenture stock, bonds, obligations, mortgages of the undertaking and all or any of the immovable and movable property (present or future) and the uncalled capital of the Company.

8. To employ experts with or without payment, to investigate and examine into the conditions, prospects, value, financial viability of any business, concern, undertaking, person or persons and generally of any assets, property or rights.

9. To purchase, take on lease or on leave and licence or on exchange, rent or otherwise acquire any immovable or movable property, patent, licences, rights or privileges which the Company may think expedient or necessary for any business of the Company and to develop, turn to account and deal with the same and in palticular to construct, maintain any houses, buildings, tenements or works necessary or convenient for the purposes of the Company, and to pay for the same either in cash or in shares or securities or otherwise and to sell, let, lease or underlease or otherwise dispose off or grant right over any movable or immovable property belonging to the Company, if not immediately required for the business of the Company.

RESOLUTION FOR OPENING A BANK ACCOUNT FOR PAYMENT OF INTEREST ON DEPOSITS

RESOLVED that a separate bank account be opened in the name of the company with the Bank of____________.for the purpose of payment of interest warrants to be issued by the company hereafter for payment of periodical interest on "Fixed Deposits" accepted by the company and also which may hereafter be accepted by the company from public and shareholders.

AND FURTHER RESOLVED that the following officers of the company, viz:

AGREEMENT BETWEEN THE BANKS IN CONSORTIUM LOAN TO A PARTY

This Agreement is made at____________..this the____________..day of____________..20____________ between X Bank, a body corporate constituted by and under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 and having its Head Off ice at____________ and (hereinafter called "X Bank", which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns) of the FIRST PART, Y Bank, a Statutory Corporation constituted by and under the ..................... and having its head office at (hereinafter called "Y Bank", which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns) of the SECOND PART, Z Bank, a body corporate constituted by and under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980 and having its Head Office at             (hereinafter called "Z Bank" which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns) of the THIRD PART. A Bank, a Banking company within the meaning of the Banking Regulation Act, 1949 and a Company incorporated under the Companies Act, 1956 and having its Registered Office at____________..(hereinafter called "A Bank" which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns) of the FOURTH PART.

WHEREAS

(1) The____________..Limited, a company incorporated under the Companies Act, 1956 (hereinafter called the Borrower, which expression shall unless it be repugnant to the subject or context thereof, include its successors and assigns) had applied to X Bank for a loan of Rs . ____________..for its working capital requirements, and the said X bank approached the Y Bank, Z Bank and A Bank who have agreed to be members of X Bank Consortium and share the loan amount to be sanctioned by the X Bank Consortium.

(2) The said X Bank has been designated and recognised as the lead Bank of the X Bank Consortium, and Y Bank is designated and recognised as the second lead Bank of the X Bank Consortium.

(3) The X Bank Consortium, has sanctioned the loan to the Borrower inter alia for the Working Capital facilities in the proportion as mentioned in the Working Capital Consortium Agreement dated the____________..day of____________..20____________..between the Borrower and the said Banks (hereinafter called "the Consortium Agreement") for meeting a part of the Working Capital needs of the Borrower in addition to the existing facilities and replacement of certain other facilities on the terms and conditions set out in the said Consortium Agreement and such other conditions as may be stipulated by the X Bank Consortium from time to time. The Working Capital facilities are hereinafter collectively referred to as "the said facilities" which expression shall, unless it be repugnant to the subject or context thereof, include each such facility or any one or more of them. The limits or sub?limits as so fixed from time to time during the tenure of the said Consortium Agreement shall be deemed to be the limits or sub?limits covered under the said facilities. 

(4) As security for the repayment of the said facilities together with interest, costs, charges and other expenses, payable in respect of the said facilities, the Borrower created in favour of the said Banks a first charge by way of Hypothecation on its Current Assets, both present and future, wherever situated but pertaining to the Borrower as mentioned in the Joint Deed of Hypothecation dated the____________..day of____________..20____________..executed by the Borrower in favour of the said Banks and also created in favour of the said Banks by way of Collateral a second charge on the Fixed Assets, both present and future, of the Borrower (The aforesaid charges are hereinafter collectively referred to as "the said Securities"),

(5) For operational convenience, the said Banks have agreed to enter into an inter se Agreement being these Presents to define the rights of the said Banks relating to their rights in the securities and charges and other matters relating thereto.

Now therefore, it is hereby mutually agreed between the parties as follows:

(i)         The Member Banks hereby recognise X Bank as the Lead Bank and Y Bank as the          Second Lead Bank of the X Bank consortium.

(ii)        The Member Banks hereby agree to abide by the directions, instructions and         clarifications as may be given from time to time by the Lead Bank in consultation with     the Second Lead Bank, in respect of any matters arising out of or in relation to the       Cash Credit Account(s) or other Account(s) opened by the Borrower with the X Bank       Consortium.

(iii)       Notwithstanding anything to the contrary contained in or arising out of or implied by the     said Consortium Agreement and/or the Joint Deed of Hypothecation, it is hereby          agreed and declared by and between the said Banks as follows:

(a)        X Bank will act as the Lead Bank of the X Bank Consortium and Y Bank as           the Second Lead Bank and all the Members shall act in the spirit of the  Consortium and all decisions should, as far as possible, be arrived at        unanimously including those relating to sharing of ancillary business and             drawings under different Facilities sanctioned to the Borrower.

(b)        The members of the Consortium do hereby agree to execute in favour of the        Lead Bank and the Second Lead Bank a power of attorney or other      authorisation as may be deemed appropriate for constituting the Lead Bank     and the Second Lead Bank as their true and lawful attorneys for them, in their      name and on their behalf to do, execute and perform all acts, deeds and things   as the Lead Bank and the Second Lead Bank may deem appropriate,        necessary or expedient in the given circumstances as the leaders of the X           Bank Consortium and to take decisions for and on behalf of the Consortium           and communicate the same in the general interest of the Y Bank Consortium.     The Member Banks do hereby agree to ratify and confirm whatever all acts,    deeds and things lawfully and bona fide done, taken or effected by the Lead          Bank and the Second Lead Bank as such attorneys in exercise of the powers,     authorities and liberties hereby conferred upon, under and by virtue of this   Agreement.

(c)        The Members of the Consortium do hereby agree that they would act in the           best interests of the Consortium having due regard to the interests of each of       the Members of the Consortium.

(d)        Each Bank shall consult the Lead Bank in respect of any matter relating to the       said Facilities including those relating to sanction of ad hoc/temporary credit to  the Borrower and act in consonance with the clarifications, directions and     decisions as may be given by the Lead Bank.

ENGLISH MORTGAGE IN FAVOUR OF A BANK

This indenture made at____________the____________day of____________between X Y Z Co. Ltd., a Company incorporated under the Companies Act, 1956 and having its registered office at ........................... hereinafter referred to as the "Mortgagor" (which expression shall unless be repugnant to the context or meaning thereof be deemed to include its Successors and permitted assigns) of the ONE PART and.................Bank, a banking corporation constituted under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980 and having its registered office at____________and amongst other places a Branch____________hereinafter called the Mortgagee, (which expression shall unless be repugnant to the context or meaning thereof be deemed to include its Successors and assigns) of the OTHER PART.

WHEREAS the Mortgagor is a company incorporated under the Companies Act, 1956 and having authorised share capital of Rs. .................divided into____________shares of Rs____________each and carrying business of____________at____________

AND WHEREAS the Mortgagor is absolutely seized and possessed of or otherwise well and sufficiently entitled to the land and premises bearing Plot No ____________Survey No____________ situate, lying and being at Village____________Taluka____________within the Registration District and Sub?District of____________and more particularly described in the First Schedule hereunder written and hereinafter referred to as the said land.

AND WHEREAS the Mortgagor has erected factory and buildings on the said land and installed machineries, plants and fixtures, the details of which have been given in the Second Schedule hereunder.

AND WHEREAS the Mortgagor is in need of Rs ____________for the purposes of purchase of some machineries and working capital and has approached the Mortgagee to grant loan of Rs . ...................... which the Mortgagee has agreed to do upon having the repayment thereof with interest secured to it in the manner hereinafter appearing.

NOW THIS INDENTURE WITNESSETH THAT in pursuance of the said agreement and in consideration of the sum of Rs ____________at or before the execution of these presents lent and advanced by the mortgagee to the mortgagor (the receipt whereof the Mortgagor doth hereby   acknowledge and of and from the same doth hereby release and discharge the Mortgagee), the Mortgagor doth hereby covenant with the Mortgagee that the Mortgagor shall repay to the Mortgagee the said sum of Rs____________(Rupees____________) (hereinafter referred to as the said principal sum) together with interest for the same in meantime at the rate of____________per cent per month from the date of these presents by equal monthly payments, the first of such payments shall be made on the____________day of..................... now next and the subsequent payments shall be made regularly before 10th of each month and shall in case and so long as the said principal sum or any part thereof shall remain unpaid, pay to the Mortgagee interest on the said principal sum or so much thereof as shall for the time being remain unpaid at the time and the rate aforesaid. Provided always and it is hereby agreed and declared that if default shall be made in payment of any instalment of interest hereby reserved or any part thereof at the time hereinbefore appointed in that behalf, then the unpaid instalment of interest or part thereof shall be added to the principal sum for the time being then due and be payable from time on the day hereinbefore appointed for the payment of interest on the principal sum on the footing of compound interest computed at the same rate aforesaid with rests made on monthly on the date hereinbefore provided for payment of interest and all such compounded interest shall be a charge on the said properties, structures and machinery hereby

mortgaged and charged provided however that this provision shall not be deemed to authorise the Mortgagor to allow any interest to fall in arrears nor shall it in anywhere prejudice, limit or affect the powers of the mortgagee to take any legal proceedings or other action under these presents to recover the interest or other moneys due under these presents that may have been in arrears and remain unpaid of the said agreement and in consideration of the premises, the mortgagor doth hereby grant, convey, transfer and assure unto the mortgagee all that piece or parcel of land together with all the buildings, messages and tenement now standing thereon or which may hereafter be erected upon or any of them or any part thereof bearing Plot No..

AND THIS INDENTURE ALSO WITNESSETH THAT in pursuance ............... Survey No . ____________situate, being and lying at Village____________Taluka____________within the Registration District and Sub?District of      more particularly described in the First Schedule   hereunder written and delineated on the Plan thereof hereto annexed and thereon shown surrounded by a red coloured boundary line. Together with all and singular, the houses, outhouses, wells, water, water courses, ways, paths, gullies, passages, lights, liberties, privileges, easements, advantages and appurtenances whatsoever to the said land, machineries, and  structures, appertaining or with the same or any part thereof now or heretofore occupied or enjoyed or reputed or known as part, parcel or member thereof or appurtenant thereto and all the estate, right, title, interest, claim and demand of the Mortgagor into and upon the said land and buildings or any part thereof, to have and to hold the said land and buildings and all other premises hereinbefore expressed to be hereby granted with all and every of their appurtenances unto and to the use of the Mortgagee, subject to the proviso for redemption hereinafter  provided.

AND THIS INDENTURE FURTHER WITNESSETH THAT in further pursuance of the said agreement and in consideration of the premises, the Mortgagor doth hereby assign, transfer and assure unto the   Mortgagee all and singular the machineries, plants, fixtures, engines, boilers, motors, equipments, accessories, chattels and things, (whether fixed or movable and whether attached to the said land), the         detailed particulars of which have been given in Second Schedule hereunder written, which now are or which may at any time hereafter during the continuance of this security be affixed, installed or erected or be brought in or placed upon the said land and buildings by the Mortgagor for the purpose of its business (all such plants and assets hereinafter referred to as the said structures and machineries) and all the estate, right, title, interest, claim and demand of the Mortgagor unto and upon the said structures and machineries, to have and to hold the said structures and machineries, unto the mortgagee absolutely subject to the proviso for redemption hereinafter contained.

AND THIS INDENTURE ALSO WITNESSETH THAT the mortgagor hereby charges in favour of the Mortgagee all the property and assets of the Mortgagor for the time being both present and future other than the mortgaged premises including its goodwill, uncalled capital, book debts and outstanding monies, held in cash or in bank accounts, funds  created by the Mortgagor'?and the investments for the time being representing the same (hereinafter referred to as "all assets") with the payment of all moneys for the time being owing by the Mortgagor under these presents and such charge shall rank as floating charge and shall in no way hinder or prevent the Mortgagor from selling, leasing, mortgaging, charging, transferring or otherwise disposing of or dealing with in the ordinary course of business for the purpose of carrying on the same, but the Mortgagor will obtain prior consent of the Mortgagee before creating any encumbrance upon all assets charged or any part thereof ranking in priority to or pari passu with the security hereby constituted.

PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED THAT if the Mortgagor shall pursuant to the covenant in that behalf hereinbefore contained on the____________day of.....................20____________pay to Mortgagor the sum of Rs ____________ with interest for the same at the rate and in manner hereinbefore  mentioned and also other moneys payable by law by the Mortgagor or under these presents, hereinafter referred to as the Mortgage debt, then in such case the Mortgagor shall upon and at the costs, charges and expenses of the Mortgagor reconvey the lands and buildings and the said structures and plants and release all assets from the charge hereby created (all of them hereinafter referred to as the Mortgaged premises) unto and to the use of the Mortgagor or as it may direct and shall also deliver to the Mortgagor, this Mortgage deed and or documents relating to mortgaged premises which shall be in the possession or power of the Mortgagee.

(2) The Mortgagor hereby covenants with the mortgagee as follows:

(i) That the Mortgagor is the absolute owner of the mortgaged premises and it is authorised to dispose of the same and the said mortgaged premises are free from any encumbrances, charge or lien whatsoever.

(ii) That if the Mortgagor fails to pay the said principal sum or interest thereon or any part thereof or commits default in the performance or observance of any of the covenants, conditions or provisions herein contained and on the part of the Mortgagor to be observed and performed then the Mortgagee shall be entitled and authorised to enter into and upon and take possession of the mortgaged premises and thenceforth quietly to hold, possess and enjoy the same and receive the rents, income, profits and benefits thereof without any denial, let, eviction, interruption, claim or demand by the Mortgagor or by any person        or persons whomsoever. And that in such case the Mortgagee shall pay all the outgoings of the mortgaged premises as the agent of the Mortgagor and shall appropriate the surplus of the rents, profits and income over the outgoings first in payment of the interest accruing to the Mortgagee under these presents and thereafter towards the principal sum due under these presents. And that the Mortgagor hereby indemnify and keep indemnified the mortgagee from and against all and all claims, demands, charges and encumbrances on the mortgaged premises whatsoever.

(iii)That the Mortgagor and his legal heirs, executors, administrators, assigns or all other persons lawfully or equitably claiming or entitled to claim any estate, right, title or interest into or upon the mortgaged premises or any of them or any part thereof respectively shall and will from time to time and at all times hereafter at their own  cost execute, make and do or cause or procure to be executed made and done every such assurance, act and thing for further or more perfectly assuring all or any of the mortgaged premises unto and to the use of Mortgagee as shall be reasonably required.

(iv)That all assets aforesaid are the absolute property of the Mortgagor and at the sole disposal of the Mortgagor and free from any charge or encumbrance.