Inventory Funding Agreement_Reliance

8/14/2019 Inventory Funding Agreement_Reliance

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Inven t ory Fun din g Pre- Docum en t

Application Form


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I n v e n t o r y F u n d i n g A g r e e m e n t

Post - Document s


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LOAN AGREEMENT

Borrower _______________________ Co- Borrower _______________________

THIS AGREEMENT is made at _______________________________on t his _________________day of _______________, 20 0__.

BETWEEN__________________________________________, a company incorporated under the Companies Act, 1956 having its

registered office at_____________________________________ _____________(hereinafter referred to as Borrower) (which

expression shall unless it be repugnant t o t he context or meaning thereof m ean and include it s successors and assigns);

_____________________________________ _____________(hereinafter referred t o as Borrower ) (w hich expression shall unless

it be repugnant to the context or meaning thereof mean and include it s successors and assigns);

OR

1)____________________________________S/ o___________________________________,

2)___________________________________, S/ o___________________________________,

3)___________________________________,S/ o____________________________________,

4)___________________________________,S/ o____________________________________,

5)___________________________________,S/ o____________________________________,

Indian Inhabitant s carrying on business in part nership in t he firm name & Style of M/ s ____________________________

_______________________ duly registered with the Registrar of Firms vide Registration No._______________________

dated______________________ and having off ice at _____________________________________________________________

_____________________________________________________________(hereinafter referred to as the Borrower) (which

expression shall unless it be repugnant to the context or meaning thereof mean and include the partners or partner for the timebeing of t he said firm, the survivors or survivor of them and the heirs , executors and administrators of the last surviving part ner);

OR

_________________________________________________________ a Hindu Undivided Family (HUF) carrying on business at

______________________________ t hrough it s Karta Mr. ____________________________________, Indian Inhabitant for self

and as Karta of the HUF (hereinafter referred to as Borrower) (which expression shall unless it be repugnant to the context or

meaning thereof mean and include all the members for the time being of the joint family and their heirs, executors, administrators

an assigns);

OR

_____________________________________________, Indian Inhabitant carrying on business as Sole Proprietor in t he f irm name

& style of ___________________________________________ at ___________________________________________________.

(hereinafter referred to as the Borrower) (Which expression shall unless it be repugnant to the context or meaning thereof meanand include his/ her heirs, executors, administrators and assigns);

OR

ON STAMP PAPER

TAKE THE SIGNATURE OF

AUTHORISED PERSON WITH

RUBBER STAMP

PLEASE TAKE SIGNATURE OF

AUTHORISED PERSON &

CO- BORRORWER WITHOUT

RUBBER STAMP

NOTE:

@PLEASE TAKE THE INITIALS OF AUTHORISED PERSON ON THE LEFT HAND SIDE OF EVERY PAGE OF LOAN

AGREEMENT WHERE IT IS MARKED AS

@PLEASE TAKE THE SIGNATURE OF THE AUTHORISED PERSON WITH RUBBER STAMP IN BORROWER COLUMN

AND TAKE SIGNATURE OF AUTHORISED PERSON + SIGNATURE OF CO- BORROWER ON THE CO- BORROWER

COLUMN IN BOTTOM OF EVERY PAGE OF LOAN AGREEMENT WHERE IT IS MARKED AS


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Mr./ Ms. _______________________________________, son of / wife of / daughter of____________________ _______________,

resident of _____________________________________________________ (hereinafter referred to as Borrower) (Which

expression shall unless it be repugnant to t he context or meaning thereof mean and include his/ her heirs, executors, administ rators

and assigns); of the ONE PART;

AND

* ________________________________________, a company incorporated under t he Companies Act , 195 6 having it s registered

off ice at______________________________________________ _____________(hereinafter referred to as Co - Borrower)

(which expression shall unless it be repugnant t o the context or meaning thereof mean and include it s successors and assigns);

OR1)____________________________________S/ o_____________________________________,

2)____________________________________S/ o_____________________________________,

3)____________________________________S/ o_____________________________________,

4)____________________________________S/ o_____________________________________,

5)____________________________________S/ o_____________________________________,

Indian Inhabit ants carrying on business in part nership in the firm name & Style of M / s __________________________

_______________________ duly registered with the Registrar of Firms vide Registration No._______________________

dated__________________ and having of f ice at __________________________________________________________________

_____________________________________________________________(hereinaft er referred to as the Co - Borrower) (which

expression shall unless it be repugnant to the context or meaning thereof mean and include the partners or partner for the time

being of t he said firm, the survivors or survivor of them and the heirs , executors and administrators of the last surviving part ner);

OR

______________________________________________________ a Hindu Undivided Family (HUF) carrying on business at

_____________________________________ through it s Karta Mr. ________________________________________, Indian

Inhabitant for self and as Karta of the HUF (hereinaft er referred to as Co - Borrower) (which expression shall unless it be repugnant

to t he context or meaning thereof mean and include all t he members for the time being of t he joint family and their heirs, executors,

administrators an assigns);

OR

____________________________________________, Indian Inhabitant carrying on business as Sole Proprietor in the f irm name &

style of _______________________________________________ at ______________________________________

_____________________ (hereinafter referred to as the Co - Borrower) (Which expression shall unless it be repugnant to the

context or meaning thereof mean and include his/ her heirs, executors, administrators and assigns);

OR

Mr./ Ms. _______________________________________, son of / wife of / daughter of___________________ _______________,

resident of __________________________________________________________________________________________

__________________________(hereinafter referred to as Co - Borrower) (Which expression shall unless it be repugnant to the

context or meaning thereof mean and include his/ her heirs, executors, administ rators and assigns);

of the SECOND PART;

[* strike off if not applicable]

AND

RELIANCE CAPITAL LIM ITED, a non banking company incorporated under the Companies Act, 195 6 and having it s registered of f ice

at _______________________________________________________________________________________________________________________________________________ interalia a branch office at ___________________________________________

(hereinafter referred to as the RCL) (which expression shall unless it be repugnant to the context or meaning thereof mean and

include it s successors and assigns) of the OTHER PART;

It is hereby clarif ied that t he term Borrower def ined herein shall also include the term Co- Borrower.

WHEREAS the Borrower is in the business of sale of Cars ("the Vehicles") manufactured by ______________________

_______________________ (Name of t he Manufact urer) hereinafter referred to as "the Manufacturer", and is its authorised dealer.

AND WHEREAS the Borrower has approached RCL with a request to grant a revolving loan facility as inventory funding for the

purpose of purchasing the Vehicles from t he Manufact urer.

AND WHEREAS RCL agrees to grant and the Borrower agrees to avail/ borrow a Revolving Loan facilit y upto

Rs._________________________ (Rupees _______________________________________________ Only) (hereafter referred to

as Facilit y ) as inventory funding/ Trade advance for the purpose of purchase of the Vehicles by the Borrower from t heManufacturer for sale to t he retail purchasers during the course of business on the terms and condit ions contained herein.


MANDATORY MANDATORY


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NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

TERMS AND CONDITIONS

1 . LOAN FACILITY

1.1 . RCL agrees to grant and the Borrower agrees to avail from RCL the Facility upt o Rs.___________________/ -

Rupees_______________________________________________________ Only) (hereinafter referred to as the Facility) to be

utilised as inventory funding for purchasing of the Vehicles from the Manufacturer. The Facility may be increased or decreased by RCL

at it s sole and absolute discret ion from t ime to t ime.

1.2 . The Borrower shall, wit hin _____________________days from t he date of disbursement of the Facility liquidate/ repay t he Facility.

Upon such liquidation/ repayment and if so requested by t he Borrower, RCL may at its sole and absolute discretion disburse the

Facility t o the Borrower on a revolving basis, to be liquidated within ___________days from t he date of disbursement, t ill t he expiry of

the tenure of this Agreement.

1.3 . The Borrower shall ensure to maintain a _______% margin in respect of each Vehicle booked by utilizing the proceeds (whole or part)

of this Facility.

1.4 . RCL shall disburse the Facility directly t o the Manufacturer for and on behalf of t he Borrower and every such disbursement shall be

deemed to be a disbursement made to the Borrower under this Agreement. The Borrower agrees and acknowledges that the receipt

issued by the Manufacturer shall be deemed to be issued by the Borrower and shall be an effectual receipt and discharge by the

Borrower in favour of RCL.

1.5 . The Borrower shall forward to RCL a weekly advise detailing the inventory of the Vehicles sold to t he purchasers, the amounts

received thereon and the amount remaining unut ilised under the Facility.

2. NATURE OF FACILITY

2.1 . The Borrower shall util ise the Facility only for the purpose mentioned herein and for no other purpose. The Borrower shall repay

/ liquidate the Facility in t he manner as provided in this Agreement.

2.2 . Notw ithstanding anything stated elsewhere in this Agreement, the continuation of t he Facility shall be at the sole and absolute

discretion of RCL. RCL may at any time in it s sole and absolute discret ion and without assigning any reason recall the Facilit y and call

upon the Borrower to repay the outstanding amount under the Facility and thereupon the Borrower shall wit hin 48 hours of being so

called upon, repay the whole of t he outstanding Facility t o RCL without any delay or demur.

3 . TENURE

3.1. The tenure of t his Agreement is for a period of three (3) years from the date of t his Agreement.

4 . INTEREST

4.1. The Facility shall carry an interest @______% p.a. calculated on the monthly rests outstanding amount of t he Facility.

4.2 . The rate of interest shall be subject to change as per Reserve Bank of India guidelines and/ or RCL's policy and/ or any other statutory

and regulatory requirements as may be in force from time to time and the same shall be binding on the Borrower. Any future tax or

levy imposed by a Central, State or local government or other parameters and variables may also be taken into account by RCL beforevarying the rate of interest.

4.3 . No disputes whatsoever shall entit le the Borrower to w ithhold the repayment of principal, interest and other dues/ outstanding

payable under this Agreement.

5. ADDITIONAL INTEREST

5.1. Without prejudice to the terms and conditions aforementioned and the other rights of RCL, if t he Borrower default s in the payment of

any due(s)/ charges(s)/ cost(s)/ expense(s) to RCL under this Agreement, t he Borrower shall be liable to pay additional interest

@__________% p.a., over and above the agreed rate of interest or in t he same proport ion, in case the rate of interest varies in terms

of clause 4 above, from the date of default t ill the repayment and/ or realisation by RCL.

5.2 . It is, however, understood that this clause shall not entit le the Borrower to delay the t imely repayment of interest and other charges

as st ipulated in this Agreement and adherence to the repayment schedule shall be t he essence of this Agreement.

6 . SECURITY

In consideration of the Facility and as security for repayment to RCL of all dues under this Agreement including costs, interests,

charges and expenses which RCL may incur or suffer as a result of this Agreement, t he Borrower shall create/ provide the following

securities:

6.1 . The Borrower shall execute a Demand Promissory Note together with the Letter of Continuity for the amount of t he Facility in favour

of RCL.

6.2 . The Borrower undertakes to provide/ furnish the Personal Guarantee of M r.___________________________________ or a Corporate

Guarantee of ____________________________________________________in favour of RCL before disbursement of the Facilit y.

6.3 . The Borrower undertakes to irrevocably and unconditionally instruct the Manufacturer to mark an exclusive lien on the Vehicles in

favour of RCL and record the same in the Borrower's books of account and also on the invoices raised by the Manufacturer. The

Borrower shall not pledge, hypothecate, charge or encumber or in any manner part wit h t he possession of the Vehicles, except sale of

the Vehicles in the ordinary course of Borrower's business.

6.4 . The Borrower hereby irrevocably and unconditionally authorises RCL to cancel the bookings/ indents of t he Vehicles at the absolute

discretion of RCL wi thout any recourse or reference to the Borrower. The Borrower undertakes to issue irrevocable instruct ions to t heManufacturer to, interalia, refund any/ all the amount s in the event of cancellation of bookings/ indents of the Vehicles directly to

RCL and undertakes to furnish a confirmat ion to t his effect f rom the Manufacturer.


MANDATORYMANDATORY


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6.5 . The Borrower has delivered / agrees to deliver to RCL as and when called upon to do so post dated cheque/ s to the extent of the

Facility amount . The Borrower agrees and acknowledges that submission of such cheque/ s shall be deemed to be an uncondit ional

and irrevocable authorit y given by the Borrower to RCL to present t he cheque/ s for payment and the Borrower warrants that the

cheque/ s wil l be honoured on the first presentat ion.

6.6 . The Borrower undertakes to upon demand by RCL furnish such other security( ies) as may be required by RCL from t ime to t ime in

amount and value sufficient at all times in the opinion of RCL to secure the payment of all amounts due and payable under this

Agreement.

7 . Co Borrower

7.1. The Co - Borrower shall be jointly and severally liable wit h the Borrower under the Facility and his/ her/ their obligations in relation to

the Facility shall be concurrent w ith t hat of the Borrower in all respects as if he/ she/ they himself / herself/ themselves was/ were theBorrower and accordingly, Co - Borrower shall guarantee and regularly and punctually pay to RCL all installments as well as other dues

payable under the Facility himself / herself / themselves in the event of default by the Borrower.

8 . Lien/ Set - Off

8.1 . The Borrower accepts and agrees that RCL shall have overriding lien and right of set- off on all monies, properties and assets

belonging to the Borrower standing to t he Borrower's credit in any account whatsoever wit h RCL or in the possession or custody of

RCL in any manner whatsoever whether held singly or jointly by t he Borrower with any other person/ s. If t he Borrower default s in the

payment of any amounts due to RCL, then and in that event RCL shall be entit led to adjust and set off the credit balance in any

accounts including Fixed Deposit account s and sell and appropriate the sale proceeds of any propert ies and assets of t he Borrower in

the possession or custody of RCL whet her for safe keeping or otherwise including but not limit ed to dematerialised shares or other

securities of t he Borrower held by/ lien marked/ pledged to RCL towards adjustment and recovery of t he said dues and the def icit if

any shall be recoverable f rom the Borrower.

8.2 . The Borrower accepts that t he securities offered in respect of this Facility, shall be deemed to be continuing securities in respect of

other facilities obtained/ may be obtained by the Borrower from RCL and or any of it s group companies and shall not be discharged t illsuch t ime all t he facilities are fully discharged to t he satisfaction of RCL.

9 . Assig nm e nt / Se cu rit isa tio n

9.1. RCL reserves the right to assign/ sell/ securitize this Facility wit h or without security, if any, in any manner by transferring and/ or

assigning or ot herwise all it s right, t it le and interest which RCL deems appropriate and t he Borrower hereby expressly agrees that in

that event, RCL is not required to obtain any permission or put the Borrower to any not ice.

9.2 . The Borrower shall be bound to accept any such securitization and any such sale, assignment , or transfer and the Borrower shall

accept such other party (s) as creditors exclusively or as a joint creditor w ith RCL, or as a creditor exclusively wit h the right of RCL to

continue to exercise all powers hereunder on behalf of any such other party.

9.3 . Any cost in this behalf, whether on account of such sale, assignment or t ransfer or enforcement of rights and recovery of outstanding

and dues shall be to the account of the Borrower. The Borrower undertakes to pay to third parties the difference between the loan

Facility out standing and the amount received by RCL in the event of t ransfer of t he portf olio to a third party.

10. Disclosure of Informat ion:

10 .1. The Borrower hereby agrees as a pre- condition of the Facility given to t he Borrower by RCL that , in case the Borrower commits

default in t he repayment of t he Facility or in the repayment of interest thereon or any of t he agreed installment of t he loan Facility on

due date(s), t he RCL and/ or the Reserve Bank of India will have an unqualified right to disclose or publish the Borrower's name as

defaulter in such manner and through such medium as RCL or Reserve Bank of India in their absolute discretion may think fit.

Accordingly, RCL shall have the right to furnish and publish the name of the Borrower as defaulter t o the Reserve Bank of India or

other regulatory authority. Notw ithstanding the above the Borrower understands that as a pre- condition relating to grant of the

Facility to the Borrower, RCL requires the Borrower's consent for the disclosure by RCL of information and data relating to the

Borrower, of the credit facility availed of/ to be availed by the Borrower, obligat ions assured/ to be assured by the Borrower in relation

thereto and default, if any, committed by the Borrower in discharge thereof. Accordingly, the Borrower hereby agrees and gives

consent for the disclosure by RCL of al l or any such

a) information and data relating to the Borrower;

b) the information or data relating to any credit facility availed of/ to be availed by the Borrower; and

c) default , if any, commit ted by the Borrower in discharge of such obligat ion as RCL may deem appropriate and necessary to

disclose and furnish to Credit Information Bureau (India) Limited and any other agency authorized in this behalf by Reserve

Bank of India.

10 .2. The Borrower fur ther declares that the informat ion and data furnished by the Borrower to RCL are true and correct.

10 .3. The Borrower also understands and agrees that :

a) the Credit Information Bureau (India) Limited and any other agency so authorized may use, process the said information and

data disclosed by RCL in the manner as deemed f it by them; and

b) the Credit Information Bureau (India) Limited and any other agency so authorized may furnish for consideration the processed

information and data or products thereof prepared by them, to banks/ f inancial inst itut ions and other credit grantors or

registered users, as may be specified by t he Reserve Bank of India in this behalf.

10 .4. RCL may disclose to a potent ial assignee or to any person who may otherw ise enter into cont ractual relat ions with RCL in relat ion to

this Agreement such information about the Borrower, as RCL may deem appropriate.10 .5. The Borrower conf irms that RCL may for the purposes of credit reference checks, verification, etc., disclose any

information/ documents relating to the Borrower under this Agreement to any third party.



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10 .6. The Borrower furt her authorizes RCL to disclose such information/ documents to Reserve Bank of India, Income Tax Authorit ies,

Credit Bureau, third parties, Credit Rating Agencies, Databanks, corporates, other banks, financial institutions or any other

Government or Regulatory Authorit ies, statutory authorit ies, quasi judicial authorit ies either in response to credit enquiries directed to

RCL or in the event of the Borrower not complying with any of t he terms and condit ions herein or otherwise.\

1 1 . CONVENANTS UNDERTAKINGS/ WARRANTEES BY THE BORROWER:

11 .1 The Borrower shall obtain and do all that is necessary to maintain in ful l force and effect all authorizations, approvals, consents,

insurances, licenses, permissions and renewals required under law in relat ion to t his Agreement, and each of the collateral document s

(and the performance of obl igations hereunder and thereunder).

11 .2 The Borrower (Co Borrower) undertakes to indemnif y and keep RCL indemnif ied jointly and severally for all the representat ions,

warranties and acknowledgements and information provided by the Borrower under this Agreement and which have been believed tobe t rue and relied upon by RCL while grant ing the Facility.

11 .3 The Borrower (being a Company) warrants that it is fully competent to borrow t he Facility in consonance with t he provisions of the

Companies Act, 195 6, t he Memorandum and Art icles of Association of the Borrower and that t here is no statutory or legal bar upon it

to borrow.

11 .4 The Borrower covenants and agrees that so long as this Facility or any part t hereof is outstanding and until full and final repayment of

the Facility hereunder, it shall not wit hout the prior writ ten permission of RCL:

i) Affect any material change in the ownership/ management of the business.

ii) Enter into arrangement/ agreement for sale, merger, consolidation, t ransfer of all or substantial port ions of t he Borrower's assets;

iii) create or permit the creation of any further charge, lien or other encumbrances on the securities provided/ agreed to be provided

under this Agreement;

iv) open any account to in or take credit from any other Bank/ Financial/ Non- financial Instit utions;

v) pre- pay any amounts to other Bank/ Financial/ Non- Financial Instit utions or any Directors/ Partners of t he Borrower or any

other person/ s wit hout f irst repaying all the outstanding dues of RCL.

11 .5 The Borrower acknowledges and accepts the right of RCL acting through it s authorised personnel/ Chartered Accountant(s) to

inspect it s books of accounts, documents, records, stock in trade etc. The Borrower agrees to extend its full co- operat ion and also

convenants not to thwart or obstruct t he entry upon it s premises of any authorised person of RCL for purposes of inspection,

valuation, possession of the Vehicles.

11 .6 The Borrower shall inform RCL in writ ing, of any damage to or theft of the Vehicles booked with this Facility, lodging of any claim with

the insurance company in respect of such Vehicles, wit hin three (3) working days of such thef t , damage or lodgment of claim.

11 .7 The Borrower shall inform RCL of any loss, destruction or misplacement of t he transit insurance policies relating to the Vehicles

booked with this Facility, wit hin three working days of such loss, destruct ion or misplacement .

11 .8 The Borrower shall pay all rates, assessment s, taxes and other outgoings which are now due or hereaft er may be assessed, imposed,

or payable for the Vehicles booked wit h t his Facility to the Government, Municipal Corporation, Regional Transport Authorit y or ot her

Authorit y and on demand by RCL to produce every receipt evidencing the payment of charges, t axes, assessment s or other out goings.

11 .9 The Borrower agrees and acknowledges that any direct or indirect t ransfer of any of the securities provided herein by the Borrower so

as to prejudice the int erests of RCL shall be deemed to be criminal breach of t rust and a case of cheat ing/ breach of t rust ent it ling RCL

to f ile/ pursue FIR or a criminal complaint against the Borrower.

11 .10 The Borrower covenants to use this Facility only for t he purposes specified in t he Agreement and agrees and acknowledges that any

misuse of t he Facility shall amount to an event of default under this Agreement.

11 .11 The Borrower acknowledges the right of RCL to recall t he Facility in t he event of default in respect of any other facility obt ained by

the Borrower. Any default on the part of t he Borrower in the repayment of this Facility and/ or other facilit ies shall entit le RCL to recall

all the facilit ies extended to the Borrower.

11 .12 The Borrower shall be l iable to make good all payments, costs and expenses, including costs to take possession, insurance and selling

of the Vehicles, as and when incurred by t he RCL. The Borrower shall also be liable for expenses incurred alongwit h interest while

pursuing any remedy under the Negotiable Instrument s Act, Criminal Procedure Code or at any ot her Court / Forum.

11 .13 The Borrower agrees that it shall on demand by RCL to do so, execute, sign, and do all such furt her act(s), deed(s), assurances(s),

documents(s) and t hing(s) as RCL may in it s absolute discretion, f rom t ime to t ime require or consider necessary, to safeguard it s interest.

11 .14 The Borrower ( in case of being a Hindu Undivided Family) hereby confirms that the borrowing hereunder is for t he legal necessity and

benefit of t he HUF.

11 .15 The Borrower shall ut ilise the facility f or the purpose as ment ioned herein and for no other purposes what soever.

12 . INFORMATION TO RCL

12 .1 The Borrower agrees to keep RCL informed of any dispute wit h any government/ regulatory/ local Authority effecting or directly

relating to it s business and / or the securities offered under this Agreement.

12 .2 The Borrower agrees to inform RCL of any litigation which may have an impact on the financial viability of the Borrower and/ or the

Guarantors and/ or the securit ies under this Agreement.

13 . EVENT OF DEFAULT

13 .1 At the option of RCL and wit hout t he necessity of any demand upon or notice to t he Borrower all of which are hereby expressly

waived by the Borrower and notwithstanding anything contained herein or in any security documents executed or to be executed by

the Borrower, the principal amount and all interest, charges and all other dues of RCL and all of the obligations of the Borrower to RCL



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hereunder shall immediately become due and payable irrespective of maturity and RCL shall be ent it led to enforce its security, upon

the occurrence of any and/ or all of the following shall constit ute events of default:

i. failure to liquidate the Facility t ogether with interest, additional interest, cost(s), expense(s) etc. within the stipulated time

and/ or failure to repay the entire amount of t he Facility out standing including all interest, additional interest, cost(s),

expenses(s) etc. in the manner herein contained and/ or failure to repay an amount representing the principal, interest and

other dues/ charges within __________ of sale of the Vehicles; or

ii. filing of any winding up petit ion and/ or its admission by any court and/ or any commencement of restructuring activit ies

pursuant t o a reference made to BIFR and/ or commencement of any recovery proceeding; or

iii. appointment of a Receiver/ Commissioner to take possession of the assets of the Borrower; or

iv. any mis- representat ion, suppression of material records by the Borrower in respect of its assets and f inancial status; or

v. the vehicles purchased out of the Facility is confiscated, attached, taken into custody by any authority or becomes subject to

any execut ion proceeding; or the vehicles purchased out of the Facility is stolen or becomes untraceable for a period of _____

days for any reason whatsoever; or

vi. failure to pay the transit insurance premium for the Vehicles purchased with the Facility and to obt ain insurance policies in

respect thereof; or

vii. any instruct ion issued by the Borrower for stopping t he payment of the cheques issued towards transit insurance, for any reason

what soever; or

viii. failure to pay any tax impost, duty or other imposition or comply with any other formalit ies required for the Vehicles purchased

wit h the Facility under law f rom t ime to t ime; or

ix. breach of any of the terms, convenants and stipulations contained in this Agreement; or

x. default in repayment of any of the facilities obtained under any other agreement; or

xi. any material change in the ownership or management of the business which in the opinion of RCL would prejudicially affect it s

interests; or the Facility is used for purposes other than t hose stipulated in the Agreement; or

xii. any defect/ infirmit y in the guarantee provided by the Guarantors which renders the guarantee ineffective/ inoperative;

xiii. There exists any other circumstances which in t he sole opinion of RCL, jeopardizes RCL's interest.

1 4 . RCL 'S RIGHT ON DEFAULT BY THE BORROWER

14 .1 The occurrence of any/ all of t he aforesaid events shall entitle RCL to terminate t his Agreement. On such termination, the entire sum

of money and all other sums and charges of whatsoever nature, including but not limited to, interests on account of default in

payment of insurance premia and on account of other taxes which would have been payable by the Borrower if t he Agreement had

run to its full term, shall be due and payable forthwit h. RCL shall be entit led to charge ext ra interest @ _____% or at any other rate

which is applicable at t hat t ime as per RCL 's Policy on t he principal outstanding.

14 .2 In the aforesaid events, the Borrower shall not prevent or obstruct RCL from taking the possession of t he Vehicles. For this purpose

RCL's authorised representat ives, servants, of f icers and agents will have unrestricted right of entry in any premises of the Borrower or

any place where t he cars(s) is stationed and shall be ent it led to retake possession of the car(s).

14 .3 For the aforesaid purpose, it shall be lawful for RCL, to fort hwith or at any time wit hout not ice to the Borrower, to enter upon the

premises, or garage, or godown, where the Vehicles shall be ly ing or kept , and to take possession or recover and receive the same and if

necessary to break open any such place. RCL will be well w ithin it s rights to use tow- van to carry away the car(s). The Borrower shall

be liable to pay any towing charges and other such expenses incurred by RCL for effect ing the possession of the Vehicles and for its

safe keeping etc.

14 .4 RCL shall in the aforesaid events be entit led to sell/ transfer/ assign the car(s) either by public auction or by private t reaty or otherwise

howsoever. RCL shall appropriate t he proceeds towards mit igation of the outstanding amounts under this Agreement. The Borrower

shall, however, be liable to pay for any def iciencies after the said appropriation. In case there is any surplus aft er adjust ing the dues of

RCL, the same shall be paid to the Borrower. Not hing cont ained in this clause shall obl ige RCL to sell the Vehicles and RCL shall be

entit led to proceed against the Borrower independently of such securities.

14 .5 The Borrower shall not be entit led to raise any objections regarding the regularity of the sale and/ or auct ions taken by RCL nor shall

RCL be liable/ responsible for any loss that may be occasioned from the exercise of such power and/ or may arise from any act or

default on t he part of any broker or auctioneer or other person or body engaged by RCL for t he said purpose.

14 .6 RCL shall be entit led to recover from the Borrower all expenses (including legal costs on ful l indemnity basis) incurred by or on behalf

of RCL in ascertaining the whereabouts of the car(s), taking possession, insuring, transporting and selling the Vehicles and of any legal

proceedings that may be filed by or on behalf of RCL to enforce the provisions of t his Agreement. It is expressly clarified t hat t he

remedies referred to hereinabove shall be in addit ion to and without prejudice to any other remedy available to RCL either under this

Agreement, or under any ot her Agreement, or in law.

14 .7 RCL shall also be ent it led to enforce all or any of the securities provided by the Borrower as security for the Facility, and to appropriate

the proceeds towards mitigation of the dues/ outstanding under this Facility and/ or under other facilit ies obtained/ to be obtained.

The right of RCL shall be wit hout prejudice to any other right s available to it either under this Agreement or under the applicable law.

14 .8 Neither RCL nor its agents, off icers or nominees shall be in any way responsible or liable and the Borrower hereby agrees not to make

RCL or it s off icers, agents or any nominees liable for any loss, damage, limit ation or otherwise for any belongings and art icles thatmay be kept or lying in t he car(s) at the t ime of taking charge and/ or possession, seizer of such car(s).

1 5 . INSURANCE



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15 .1 The Borrower shall obtain a composite and comprehensive insurance policy in respect of the Vehicles considering the type of Vehicles,

insuring at all t imes from and against any loss or damage by fire, t heft and such other risks as RCL shall require for t he ful l market value

thereof with an Insurance Company approved by RCL with a lien marked in favour of 'RELIANCE CAPITAL LIM ITED' as loss payee and

a true copy of the said policy shall be furnished to RCL .In default RCL may (but shall not be bound to) ef fect or renew such insurance.

Any premia paid by RCL and any such costs, charges and expenses incurred by RCL shall be forthwith reimbursed by the Borrower to

RCL. The Borrower (Co Borrower) shall indemnif y RCL joint ly and severally at al l t imes and keep RCL indemnif ied and save harmless

from and against all and any charges, losses, damages, costs, liabilit ies and expenses incurred, suffered or paid by RCL by reason of or

in connection with or arising out of default on the part of the Borrower in insuring the said vehicles.

15 .2 Any proceeds received from the Insurance Company shall first be utilised towards mitigation of outstanding amounts under this

Agreement and/ or under any other agreement . Surplus, if any, shall be paid to the Borrower.

16. RCL'S REMEDY

16 .1 Without prejudice to the aforesaid clause, RCL's remedies under this Agreement or otherwise at Law including termination of the

Agreement shall be several and cumulative and not in the alternat ive.

1 7 . RECOVERY & OTHER COSTS/ CHARGES

17 .1 The Borrower shall be liable for all due amount s and other costs etc. incurred for the recovery procedure.

17 .2 The Borrower shall be liable to pay to RCL any taxes or levy imposed by any authorit y, commitment fee, renewal fee, expenses for t it le

search, drafting of documentation, fees and expenses for securing, preserving and valuation of the securities, (including stamp

charges, registration fees in respect thereof) and all other incidental and co- related expenses which may be incurred by RCL either to

create addit ional securities to protect it s interest or for steps taken for recovery of due amounts either against the Borrower and/or

the Guarantor. All such fee(s) and charge(s) shall be secured by the securit ies provided by the Borrower under this Agreement .

18. RECORD OF DUES

18 .1 The records maintained by RCL in its ordinary course of business shall be the f inal proof for the due amounts under this Agreement. Acertificate in writing signed by an officer of RCL stating the amount due at any particular time shall be conclusive evidence against

the Borrower in respect of payments due.

19 . WAIVER/ ACQUIESCENCE

19 .1 No delay or omission to exercise any right or remedy accruing to RCL upon any breach or default of the Borrower under this

Agreement shall be construed as a waiver or an acquiescence of such breach or any similar breach or default thereafter occurring.

19 .2 Any waiver by RCL shall be in writing only and effecting only to t he extent specifically set f orth in such writing.

2 0. NOTICE

20 .1 All notices, demands, and other communications hereunder shall be in writ ing, and shall be deemed given to the other Party w hen

delivered by personal delivery, regular or cert if ied mail, or messenger or courier services wit h proof of delivery.

20 .2 For purposes of this Agreement, mail notices shall be deemed given upon seventy- two (72) hours following deposit in the mail,

postage pre- paid. Either Party may, by notice, specify a dif ferent person or address than the person listed below:

Name : ________________________________________________________________________________________________

Title : ________________________________________________________________________________________________

Address : ________________________________________________________________________________________________

Telephone : ________________________________________________________________________________________________

Facsimile : ________________________________________________________________________________________________

2 1 . GOVERNING LAWS & JURISDICTION

21 .1 This Agreement, t he construct ion and enforcement of its terms, and the interpretation of t he rights and duties of the Parties hereto

shall be governed by the laws of India.

21 .2 The part ies hereby submit to the non- exclusive jurisdiction of the courts of Mumbai.

21 .3 The part ies unequivocally agree that t hey waive off their right t o sue or be sued, in respect of any matt er, claim or dispute arising out

of or in any way relat ing to this Agreement, at all places other than ______________________.

IN WITNESS WHEREOF the part ies hereinto have set and subscribed their respective hands the day and year first herein above writ ten.

SIGNED AND DELIVERED \

by the Within named Borrower

____________________________________ X ____________________________________

SIGNED AND DELIVERED by the

Within named Co Borrower

_____________________________________ X ____________________________________

SIGNED AND DELIVERED by theWithin named Co Borrower

_____________________________________ X ____________________________________

PLEASE TAKE SIGNATURE OF AUTHORISED

PERSON WITH RUBBER STAMP


PERSON WITHOUT RUBBER STAMP

PLEASE TAKE SIGNATURE OF CO- BORROWER

WITHOUT RUBBER STAMP


10/15



_____________________________________ X ____________________________________



_____________________________________ X ____________________________________

SIGNED AND DELIVERED by the Withinnamed.Reliance Capital Ltd. throughAuthorised Signatory.

_____________________________________ X ____________________________________


11/15

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE M EETING OF THE BOARD OF DIRECTORS OF ________________

______________________________________ HELD ON _____________________, (day) OF THE ________________ (mont h), 200___.

The Chairman informed t he Board about t he proposal to avail credit facilit ies for funding the purchase of vehicles/ inventory under the

Revolving Loan Facility from RCL on such terms and conditions as specified in t he draft of the Loan Agreement, placed before t he Board. The

Board after discussion passed following resolution:

"RESOLVED THAT consent of the Board be and is hereby given to avail credit facili t ies for funding the purchase of vehicles/ inventory under

the Revolving Loan Facility from Reliance Capital Ltd (hereinaft er referred to as "RCL") on such terms and conditions, including creation of

security by marking of lien in favour of t he Bank, on the vehicles f inanced by RCL under this facility, as contained in t he draft Loan Agreement

placed before the meet ing and init ialed by the Chairman for the purpose of ident if ication."

"RESOLVED FURTHER THAT the consent of the Board be and is hereby given to borrow such sums, from time to time under this facility, as

the Board may deem fit provided that the aggregate amount of outstanding under this facility at any time shall not exceed

Rs.________________/ (Rupees_______________________________________________________________________________ Only) ."

"RESOLVED FURTHER THAT Mr. / Ms. ___________________________________________________, __________________ (designat ion)

and Mr. / Ms. _______________________________________________________, __________________ (designation) be and are hereby

jointly and severally authorised to execute for and on behalf of the Company the Loan Agreement, Demand Promissory Note, Letter of

Cont inuit y, Request Lett ers and any other agreements, deeds, document s and writ ings as may be required by RCL and to do all such acts,

deeds and things necessary for giving effect to this resolut ion."

"RESOLVED FURTHER THAT Mr. / Ms. ___________________________________________________, __________________ (designat ion)

is authorised to create such security as may be required by Reliance Capital Ltd and to execute any agreements, deeds, document s and

writ ings and do all acts, deeds, matt ers and things as may be required by RCL including without limi tation registering any charges or

admitt ing execut ion of documents with the off ices of registrar of companies and to do all such acts, deeds and things necessary for giving

effect to t his resolution."

RESOLVED FURTHER THAT wherever necessary t he common seal of the Company be aff ixed on all necessary documents for availing loan

facilit ies in accordance wit h the Articles of Association of the Company.

For ______________________________________ For ______________________________________

Director / Company Secretary Director / Company Secretary

Date : ________________

Place : ________________

Note:

- Please affix the common seal of the company .

- Board Resolution to be signed by minimum of 2 directors of the company.

- Board Resolution should be Typed and printed on the letter head of t he company

* BOARD RESOLUTION SHOULD BE TYPED AND NOT HAND WRITTEN

* AFFIX COMMON SEAL

AMI IN FIG AMOUNT IN WORDS

AUTHORISED PERSON NAME

AUTHORISED PERSON NAM E

TAKE SIGNATURE OF AUTHORISEDPERSON WITH RUBBER STAMP TAKE SIGNATURE OF OTHER DI RECTORWITH RUBBER STAMP

M/ S. ABC LTD.TH

4 SEPTEMBER 7


12/15

DEMAND PROMISSORY NOTE

Date : _________________

Place : _________________

ON DEMAND, I / We _________________________________________ (* joint ly and severally ) promise to pay Reliance

Capital Limited (RCL), or it s assigns a sum of Rs. _____________________/ - (Rupees ___________________________

________________________ only) for value received together wit h interest at the compounding rate of ___________%

per annum with _____________ rests or such other rates which RCL may specify from t ime to t ime. Presentment for

payment and noting and protest of the note are hereby uncondit ionally waived.

Rs. ______________________/ - (Rupees ____________________________________________________________ only)

The Common Seal of M/ s. ____________________________________________ Ltd was aff ixed hereunto pursuant to a

Resolut ion passed by t he Board of Directors at their meet ing held on ____________________________ in the presence of

Mr. ________________________________________ and Mr. ________________________________________ one / twoDirector/ s of the company who has / have aff ixed his / their / signature/ s hereto

___________________________________

Signed by t he above named

OR

For __________________________________________________ Ltd.

___________________________________

Director / Authorised Signatory

OR

1. ______________________________________________________

2. ______________________________________________________

3. ______________________________________________________

4. ______________________________________________________

(All partners of the Firm)

* include in case of part nership only

OR

___________________________________

Individual / Proprietor

Revenue

Stamp of

Rs.1/ - to be

affixed.

_______________________

Borrower

Revenue

Stamp of

Rs.1/ - t o be

affixed.

________________________

Co- Borrower

NOTE:- AFFIX COMMON SEAL ON DEMAND PROMIS SORY NOTE

PLEASE AFFIX REVENUE STAMP IN THE BOX & TAKE

AUTHORISED PERSON SIGNA TURE WITH RUBBER

STAMP ACROSS REVENUE STAMP

PLEASE AFFIX REVENUE STAMP & TAKE SIGNATURE

OF AUTHORISED PERSON + C O- BORROWER ACROSS

REVENUE STAMP WI THOUT RUBBER STAMP

M/ S ABC LTD.

AMOUNT IN FIGURE AMOUNT IN WORD

MONTHLY

AMOUNT IN WORDAMOUNT IN FIGURE


13/15

LETTER OF CONTINUITY FOR DEMAND PROMISSORY NOTE

Date: _______________

To,

Reliance Capital Limi ted

1st Floor, H Block,

Dhirubhai Ambani Knowledge City,

Koparkhairane, Navi Mumbai 40 0 71 0.

Dear Sir/ s,

I/ We __________________________________________ have executed a Promissory Note for Rs. ______________________ / -

(Rupees _______________________________________________________________________ only) dated _________________

duly signed and delivered by me/ us to you and payable on demand which is given to you as security for the repayment by me/ us to

RCL of any sum now due or which may hereafter be or become due by me/ us to RCL by way of loans or advances, notw ithstanding

the fact that the loans or advances or the account, may from time to time be reduced or extinguished or the balance in the said

account brought t o credit, the intent ion being that t he said Demand Promissory Not e and the security shall be a cont inuing security

for any borrowing by us at anyt ime to RCL.

Yours faithful ly,

_____________________________________

_____________________________________

In case of a Company

The Common Seal of Lt d. Co. has been af fixed ]

Hereunto pursuant to the Resolut ion of Board of ]

Directors dated - - - - - - in the presence of:____________ ]

1. ____________________________________________ ]

2. ____________________________________________ ]

the Director/ s and/ or the ___, who have in ]

token thereof , subscribed there signature hereto ]

Authorised Person as per the Board Resolut ion to sign.

NOTE:- PLEASE AFFIXE COMMON SEAL

TAKE SIGNATURE OF AUTHORISED


MANDATORY

MANDATORYMANDATORY

ON STAMP PAPER


14/15

(On the Letter Head of the Dealer )

Date: ______________

To

(Name of the M anufacturer) __________________________________

(Address of the Manufacturer) ________________________________

_________________________________________________________

_________________________________________________________

Subject: I rrevocable authorit y in favour of Reliance Capital Ltd Limit ed ("RCL").

Sir,

For the purpose of funding the purchase of our inventory/ vehicles we have entered into an Agreement with RCL interalia in terms of

which we are required to irrevocably instruct you as fol lows;

1) To mark lien in favour of RCL on all sales invoices issued by you for supply of the vehicles pursuant to our indents as

"Hypothecation in favour of Reliance Capital Limited

2) Without recourse or reference to us ,to accept any instruct ions issued by RCL for cancellation of all or any of our indents and in

that event t o refund the amounts directly to RCL which would have been otherwise due to us.

We confirm that t he above instruct ions are irrevocable unless consented to in w rit ing by RCL.

We request to sign a copy of this letter and return t he same to us/ RCL as a token of your having noted our aforesaid

instruct ions and agreed to abide by the same.

Thanking you,

For _____________________________

________________________________

Authorised Signatory.



MANDATORY


15/15

(On the Letter Head of the Firm)

Date: ________________

To,

Reliance Capital Limi ted

1st Floor, H Block,

Dhirubhai Ambani Knowledge City,

Koparkhairane, Navi Mumbai 400 71 0.

Dear Sir,

Subject : Reque st Lett er for Inventory Funding disbursement .

I / We hereby request and authorise you to disburse an amount of Rs.____________________________/ - (Rupees _________

_____________________________________________________Only) under Inventory Funding scheme to.__________________

____________________________________________________ on our behalf for purchase of ____________________ numbers

of _____________________________ Vehicles as indented by us.

Thanking You,

For ____________________________

_______________________________

Authorised Signatory.



MANDATORY

MANDATORY

MANDATORY

Inventory Funding Agreement_Reliance

Documents

Transcript of Inventory Funding Agreement_Reliance