Wednesday, December 31, 2014
DISCUSSION OF THE LAND DOCUMENTS
DISCUSSION OF THE LAND DOCUMENTS
A. DISCUSSION OF THE LAND DOCUMENTS TO ENSURE GENUINESS OF IMMOVABLE PROPERTIES TO BE MORTGAGED.
B. MORTGAGE PROCEDURES OF IMMOVABLE PROPERTIES.
1.
Title deed
2.
Bia deed
3.
C.S Khatian
4.
S.A Khatian
5.
R.S Khatian
6.
City Jarip/B.S Khatian
7.
Mutation of present land owner
8.
Mutation of Bia land owner
9.
Mutation Khatian
10.
Rent receipt
11.
N.E.C
12.
Mouza Map (R.S/ City Jarip)
13.
Possession
14.
Legal Opinion
15.
Deed of Mortgage
16.
Power of Attorney
17.
Fixed Charge & Floating
charge
18.
Redemption
19.
Amendment of Registration
Act-1908 ( 2004)
20.
Amendment of Transfer property
Act1882 (2004)
FLOATING CHARGE
FLOATING CHARGE
LETTER OF HYPOTHECATION BY WAY OF FLOATING CHARGE
THIS LETTER OF HYPOTHECATION
IS EXECUTED ON THIS THE ...…....
DAY OF ..............................., 2008 OF THE CHRISTIAN ERA.
BY
PROPERTY
DEVELOPMENT LTD., a private company limited by shares incorporated under
the Companies Act, 1994 having its office at “ Property Height” 12 R. K.
Mission Road, Dhaka-1000 represented by the Chairman, MR. LT. COL. MAHATABUDDIN
AHMED (RETD.) (hereinafter called the “BORROWER”, which expression shall unless excluded by
or repugnant to the contest mean and include its successors-in-interest, legal
representatives, administrators and assigns);
IN FAVOUR OF
AB BANK LIMITED, MOTIJHEEL CORPORATE BRANCH, BSB BHABAN, 8 RAJUK AVENUE, DHAKA-1000, hereinafter referred to as the “Lender” (which expression shall unless excluded by or repugnant to the context mean and include its successor-in-interest, legal representatives, administrators and assigns).
WHEREAS
A. The BORROWER has been extended various credit facilities (funded) of Tk. 3,50,00,000.00
(Taka Three crore fifty lac) only (the “Loan”) by the Lender on the
terms and conditions set forth in the
Sanction Letter No. MJ/CR/SANC/PC-02/057/07 dated May 21, 2007 (the “Sanction Letter”) duly accepted by the
BORROWER;
B. The execution and delivery of this Letter of Hypothecation is
one of the conditions to the Lender granting the Loan extended to the BORROWER
under the Sanction Letter.
Contd...................P/2
Page # 02
NOW THIS LETTER WITNESSES as
follows:
In consideration of the Lender granting the BORROWER, the
Loan in an aggregate amount of Tk. 3,50,00,000.00 (Taka Three crore fifty lac)
only on the terms and conditions set forth in the Sanction Letter, the BORROWER hereby hypothecates to
the Lender by way of a first priority floating charge with full title guarantee
of the BORROWER’S floating assets, both present future and not limited to construction
materials stored in its various project sites in Dhaka and including and all contracts and other documents whatsoever relating
to such assets of the BORROWER, in which the BORROWER may have an interest
(hereinafter called the “Hypothecated Property’) to secure as a continuing
security until the full repayment of the Loan on the terms and conditions set
forth in the Sanction Letter and all reasonable legal and other costs, charges
and expenses incidental to this security and to the enforcement thereof
(hereinafter called the “Secured Liabilities”) and this security shall be
kept in deposit with the Lender and the
same may be enforceable by the Lender in an event of default by the BORROWER
under the Sanction Letter.
If an Event of Default occurs as defined in the Sanction
Letter, the Lender may, in terms of the Sanction Letter, sell, assign or
otherwise dispose of all or any part of the Hypothecated Property and/or
transfer or negotiate any and all documents of title relating to the
Hypothecated Property at such times, in such manner and generally on such terms
and conditions and for such consideration (whether payable or deliverable
immediately or by installments) as the Lender in its absolute discretion thinks
fit. The Lender will apply the proceeds
of any such disposal in or towards the discharge of the Secured Liabilities
only when due and payable and in such order as the Lender may from time to time
conclusively determine. If such proceeds are insufficient for such purpose, the
BORROWER hereby undertakes immediately to make good such deficiency.
The BORROWER shall, if and whenever properly and legally required by the
Lender:
(a) execute, sign and deliver all transfers, delivery orders and
other documents which the Lender may from time to time require for perfecting
title to all or any part of the Hypothecated Property, or for vesting or
enabling it/them to vest any of the Hypothecated Property in, or for
facilitating delivery of the same to the Lender or nominees; and
Contd...................P/3
Page # 03
(b) do all such other acts and things as may be reasonably necessary or expedient for effecting, or in
connection with, any sale or other disposition which the Lender may make in
respect of all or any of the Hypothecated Property, including the execution of any
necessary documents/instruments in connection thereof.
The BORROWER hereby warrants
and represents that:-
(1) the Hypothecated Property is the BORROWER’S exclusive and
absolute property in which no one else has any material claim, concern, right
or interest of whatever nature and, as far as possible the BORROWER shall use
its best endeavours to ensure the same shall continue to be free from any
defect of title;
(2) subject to the encumbrances disclosed in writing to the Lender
by the BORROWER, the Hypothecated Property is free from encumbrances and
charges and during the continuance of this security the BORROWER shall not
create any charge or encumbrance over or allow any material lien to arise or
affect the Hypothecated Property without prior consent of the Lender;
(3) the BORROWER has legal right, full power and absolute authority
to hypothecate the Hypothecated Property and, to the best of the BORROWER’S
belief, the BORROWER has not concealed any material fact from the Lender;
(4) the BORROWER has not prior to the date of these presents done,
made, committed, caused or knowingly suffered to be done any act, deed or
matter whereby or by reasons of which the right to hypothecate has been or may
be impaired;
(5) the BORROWER shall during the continuance of this security pay
all rates, taxes, cesses, assessments, and such other imposition as are or may
be payable in respect of the Hypothecated Property or any part thereof and
shall keep the Lender fully indemnified at all times in case they have made any
payments on those aforementioned accounts and observe all terms and conditions
of the deeds and documents under which the Hypothecated Property is held by it;
(6) the
BORROWER shall keep and hold the Lender secured, harmless and indemnified
against all losses and damages suffered or sustained by the Lender as a result
of any defect in the BORROWER’s title or any claim or demand preferred by
anyone with respect to the Hypothecated Property or any part thereof arising
from such a defect in title;
(7) the BORROWER shall keep the Hypothecated Property free from
being restrained for rent, rates or taxes, or taken or attached under any
execution;
(8) the BORROWER shall maintain, preserve and protect the
Hypothecated Property and shall keep the same in good repair and proper
condition and cause to be made all normal repairs, renovations, replacements
and improvements thereto and shall not allow the same to deteriorate (except
normal wear and tear) in value or otherwise until the Loan has been repaid on
the terms and conditions mentioned in the Sanction Letter;
Contd...................P/4
Page # 04
(9) the BORROWER shall insure and keep insured at its own expense to
the full replacement or reinstatement value all or the Hypothecated Property of
an insurable nature against loss or damage by fire, storm, lightning,
explosion, riot, civil commotion, malicious damage, impact, flood, burst pipes,
aircraft and other aerial devices or articles dropped there from (other than
war risk), third party and public liability, such insurance to be effected with
the interest of the Lender noted on the policies and with the policies duly
assigned to the Lender;
(10) this security shall continue as a continuing security to the
Lender until the Secured Liabilities have been discharged in terms and
conditions mentioned in the Sanction Letter; and
(11) the authorized person(s) of the Lender may at any time or times
with reasonable notice to the BORROWER may enter any premises where the
Hypothecated Property or any of them may be and inspect the same.
Nothing therein
contained shall operate so as to merge or otherwise prejudice, affect or
exclude any other security, guarantee or lien whether of or against the
BORROWER or of third parties which the Lender for the time being hold or would
have held but for this security or any of the rights or remedies of the Lender
any such security, guarantee or lien or otherwise. Nothing herein contained
shall prejudice rights of the Lender to hold any other securities for secured
liabilities, whether in lieu of satisfaction or part satisfaction thereof or
otherwise, or to exercise any rights or remedies thereto and to apply the
proceeds thereof in satisfaction of the Lender.
The BORROWER
agrees to indemnify the Lender on demand against all reasonable losses,
actions, claims, expenses, demands and liabilities of whatever nature now or
hereafter incurred or made against the Lender for anything done or omitted to
be done in the exercise or purported exercise of powers herein contained or
occasioned by any breach by the BORROWER of any of the BORROWER’S obligations
hereunder.
The BORROWER hereby agrees that if an Event of Default
occurs, upon the terms and conditions of the Sanction Letter or if the proceeds
of the Hypothecated Property are not sufficient to discharge the obligations or
liabilities of the BORROWER hereunder, the Lender may combine or consolidate
all or any of its existing accounts wherever situate (including accounts in the
name of the Lender or of the BORROWER jointly
with others), whether such accounts are current, deposit, loan or of any other
nature whatsoever, whether they are subject to notice or not and whether they
are denominated in Taka or in any other currency, and set off or transfer any
sums standing to the credit of any one or more such accounts in or toward
satisfaction of the Secured Liabilities which, to the extent not then payable.
In any proceedings
relating to this security a statement as to any amount due to the Lender under
the Sanction Letter, which is certified as being correct by their officer shall
be conclusive evidence that such amount is in fact due and payable.
Any notice or
request required or permitted to be given or made hereunder shall be in
writing, such notice or request shall be deemed to have been duly given or made
when its has been or be delivered by hand, fax or post to the party to which it
is required or permitted to be given or made at such party’s address specified
hereinabove or at such other address as such party shall be designated by
notice to the party giving such notice or making such request.
Contd................P/5
Page # 05
This Letter of
Hypothecation shall be binding on the BORROWER and its successor and shall
ensure to the benefit of the Lender and their respective successors and the
BORROWER will not assign or transfer all or any of its rights or obligations
hereinabove to any third party without the consent of the Lender.
IN WITNESS WHEREOF WE EXECUTE THIS LETTER OF HYPOTHECATION ON THE DAY,
MONTH AND YEAR MENTIONED ABOVE.
Signed in the presence of
(signatures, names &
addresses of the witnesses):-
|
For : PROPERTY DEVELOPMENT LTD.
|
1.
2.
|
_______________________________________
Name: Mr. Lt. Col. Mahatabuddin Ahmed (Retd.)
Designation: Chairman
|
Drafted by:
Mohammed
Manjur Hasan
Advocate
Supreme Court of Bangladesh
42/43
Purana Paltan, Dhaka.
DEED OF FIXED CHARGE
DEED OF FIXED CHARGE
To:
AB BANK LIMITED
MOTIJHEEL CORPORATE BRANCH
BSB BHABAN, 8 RAJUK AVENUE
DHAKA-1000 (hereinafter referred to as the Bank)
Sir
In consideration of various credit facilities (funded) of Tk. 3,50,00,000.00
(Taka Three crore fifty lac) only (hereinafter referred to as the
“Loan”) vide its Sanction Letter No. MJ/CR/SANC/PC-02/057/07 dated May 21, 2007
(hereinafter referred to as “Sanction Letter”) on the terms and conditions as
set forth in the Sanction Letter; We,
PROPERTY DEVELOPMENT
LTD.,
“ PROPERTY HEIGHT”
12 R. K. Mission Road
Dhaka-1000
represented by the Chairman, Mr. Lt. Col. Mahatabuddin Ahmed
(Retd.)
do hereby HYPOTHECATE to the BANK by way of first priority fixed charge
with full title guarantee all our fixed
assets both present and future including all other fixed assets both tangible
and intangible and all documents of title, undertakings, contracts,
engagements, securities and other documents whatsoever relating to such assets,
in which we may from time to time have an interest, all insurance and proceeds
of insurance thereon (all such assets, properties and rights shall hereinafter
be called “the Hypothecated Property” when referred to collectively) to secure
as a continuing security for repayment of the loan on the terms and conditions
contained in the Sanction Letter including interest, fees and other charges in
terms of Sanction Letter, all legal and other costs, charges and expenses
incidental to this security (all such monies, obligations and liabilities
aforesaid being together referred to as the “Secured Liabilities”) and to the
enforcement thereof and this security is and shall remain and security for the
Secured Liabilities and this security shall be kept in deposit with the BANK
and the same shall be enforceable by the BANK.
Contd...................P/2
Page # 02
If any of the events or circumstances specified in the following
paragraph occurs (whether or not caused by any reason outside or control) or at
any time after the BANK shall have demanded the payment or discharge of all any
part of the Secured Liabilities, the Fixed Charge created by these presents
shall be converted into a specific charge, and the Bank may, without any authority
from us or any other person, sell, assign or otherwise dispose of all or any
part of the Hypothecated Property and/or transfer or negotiate any and all documents of title relating to
the Hypothecated Property at such times, in such manner and generally on such
terms and conditions and for such consideration (whether payable or deliverable
immediately or by installments) as the BANK in its absolute discretion thinks
fit without being under any responsibility to us for the price obtained
thereby. The BANK may apply the proceeds of any such disposal in or towards the
discharge of such of the Secured Liabilities whether or not then due and
payable and in such order as the BANK may from time to time conclusively
determine. If such proceeds are insufficient for such purpose, we hereby
undertake immediately to make goods such deficiency.
The events and circumstances referred to in the preceding paragraph are
as follows:
(a) we
fail to pay or discharge any of the Secured Liabilities when due or in the case
of amounts payable on demand, when demanded by the Bank; or
(b) we
default in the due performance of any undertaking or any other obligation under
the Sanction Letter, this Deed of Fixed Charge or any other security Documents
to which we are a party; or
(c) any
event of default, termination event or cancellation event (howsoever described)
occurs under any Security Documents or other instrument evidencing or
constituting the terms and conditions of the arrangements between the BANK and
us relating to Secured Liabilities; or
(d) any
legal proceedings are commenced or threatened in respect of any part or all of
the Hypothecated Property which could or might involve the detention or seizure
of all or any part of the Hypothecated Property or the granting of any
attachment or charging order in respect thereof or otherwise prejudice the
BANK’s right in respect of the same and; or
Contd...................P/3
Page # 03
(e) the
happening of any of the events specified in the Sanction Letter upon which the
BANK is entitled under to recall the whole or any part of the Secured
Liabilities.
We shall, if and whenever required by the BANK:
(a) execute,
sign and deliver all transfers, delivery orders and other documents which the
BANK may from time to time require for perfecting its title to all or any part
of the Hypothecated Property, or for vesting or enabling it to vest any o the
Hypothecated Property in, or for facilitating delivery or the same to, the BANK
or its nominees or any purchaser; and
(b) do
all such other acts and things as may be necessary or expedient for effecting,
or in connection with, any sale or other disposition which the BANK may make in
respect of all or any of the Hypothecated Property. The BANK and its agents and
nominees are hereby severally irrevocably authorized to execute and sign any
such documents as our agent and to do any such act or thing on out behalf.
We further agree and undertake as follows:
(1) the
Hypothecated Property acquired by use of the loans shall remain free from
encumbrances and charges and during the continuance of this security we shall
not create any charge or encumbrance over or allow any lien to arise or affect
the Hypothecated Property;
(2) we
have legal right, full power and absolute authority to so hypothecate the
Hypothecated Property and we have concealed nothing from the BANK;
(3) we
have not prior to the date of these presents done, made, committed, caused or
knowingly suffered to be done any act, deed or matter whereby or by reasons of
which the right to so hypothecated has been or may be impaired;
(4) we
shall during the continuance of this security pay all rates, taxes, ceases,
assessments and such other imposition as are or may be payable in respect of
the Hypothecated Property or any part thereof and shall keep the BANK fully
indemnified at all times in case they have made any payments on those
aforementioned accounts and observe all terms and condition of the deeds and
documents under which the Hypothecated Property are held by them.
(5) we
shall keep and hold the BANK secured, harmless and indemnified against all
losses and damages suffered or sustained by the BANK as a result of any defect
in our title or any claim or demand preferred by anyone with respect to the
Hypothecated Property or any part thereof;
(6) we
shall not at any time during the continuance this security damage the
Hypothecated Property or suffer deterioration, destruction or depreciation
thereof by neglect or mismanagement;
(7) we
shall keep the Hypothecated Property free from being restrained for rent, rates
or taxes, or taken or attached under any execution;
Contd...................P/4
Page # 04
(8) we
shall maintain, preserve and protect or cause to maintain, preserve and protect
the Hypothecated Property and shall keep the same in good repair and proper
condition and cause to be made all normal repairs, renovations, replacements
and improvements thereto and shall not allow the same to deteriorate in value
or other wise until the entire liability of the BANK has been paid or
discharged;
(9) we
shall insure and keep insured at our own expense to the full replacement or
reinstatement value all of the Hypothecated Property of an insurable nature
against loss or damage by fire, storm, lightning, explosion, riot, civil
commotion, malicious damage, impact, flood, burst pipe aircraft and other
aerial devices or articles dropped therefrom (other than war risk), third party
and public liability and such other risks as the BANK may require such
insurances to be effected with the interest of the BANK noted on the policy and
with the policy duly assigned to the BANK and will on receipt of any monies
thereunder forthwith pay the same to the BANK;
(10) this
security shall continue as a continuing security to the BANK unless and until
out entire liability to the BANK has been paid and discharged; and
(11) this
authorized persons(s) of the BANK may at any time or times with reasonable
notice to the Company enter any premises where the Hypothecated Property or any
of them may be and inspect the same.
Nothing herein contained shall operate so as to merge or otherwise
prejudice, affect or exclude any other security, guarantee or lien whether of
or against us or of third parties which the BANK for the time being hold or
would have held but for this security or any of the rights or remedies of the
BANK any such security, guarantee or lien or otherwise.
We hereby agree to indemnify the BANK on demand against all losses,
actions, claims, expenses, demands and liabilities of whatever nature now or
hereafter incurred or made against the BANK for anything done or omitted in the
exercise or purported exercise of powers herein contained or occasioned by any
breach by us of any of our obligations hereunder.
We hereby agree that the BANK may at any time without notice,
notwithstanding any settlement of account or other matter whatsoever, combine
or consolidate all or any of its then existing accounts wherever situated
(including accounts in the name of the BANK or of us jointly with others),
whether such accounts are current, deposit, loan or of any other nature
whatsoever, whether they are subject to notice or not and whether they are
denominated in Taka or in any other currency, and set off or transfer any sums
standing to the credit of any one or more such accounts in or toward
satisfaction of the Secured Liabilities which, to the extents not then payable,
shall automatically become payable to the extent necessary to effect such a
set-off.
No payment to the BANK (whether under any judgment or court order or
otherwise) shall discharge the obligation or liability in respect or which it
was made unless and until the BANK shall have received payment in full and the
BANK shall have a further separate cause of action against us and shall be
entitled to enforce the security thereby created to recover the amount of any
shortfall.
Contd...................P/5
Page # 05
Any notice or request required or permitted to be given or made hereunder
shall be in writing, such notice or request shall be deemed to have been duly
given or made when it shall be delivered by hand, airmail, cable or telex to
the party to which it is required or permitted to be given or made at such
party’s address specified below or at such other address as such party shall be
designated by notice to the party giving such notice or making such request.
The BANK:
|
AB BANK LIMITED
MOTIJHEEL CORPORATE BRANCH
BSB BHABAN, 8 RAJUK AVENUE
DHAKA-1000.
|
The BORROWER:
|
PROPERTY
DEVELOPMENT LTD.,
“ PROPERTY HEIGHT”
12 R. K. MISSION ROAD, DHAKA-1000
|
This Deed of Fixed Charge shall be binding on our successors-in-interest and us but we may not assign or transfer all or any of its rights or obligations.
This Deed of Fixed Charges shall
be governed and construed in accordance with the laws of Bangladesh.
IN WITNESS WHEREOF WE EXECUTE
THIS DEED OF FIXED AND FLOATING CHARGE ON THIS THE ................ DAY OF
.....……...................., 2008 OF THE CHRISTIAN ERA.
Signed in the presence of
(signatures, name and
addresses of the witnesses):
1.
2.
|
For & on behalf of :
PROPERTY DEVELOPMENT LTD.,
(Authorized seal &
Signature)
Name: Mr. Lt. Col. Mahatabuddin Ahmed (Retd.) Designation: Chairman
|
Drafted
by:
Mohammed
Manjur Hasan
Advocate
Supreme Court of Bangladesh
42/43
Purana Paltan, Dhaka.
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