Wednesday, December 31, 2014

R.S Front Page

R.S Back Page

1. B.S. Map

2. C.S. Map

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)

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

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):

For & on behalf of :

PROPERTY DEVELOPMENT LTD.,

(Authorized seal & Signature)

Name: Mr. Lt. Col. Mahatabuddin Ahmed (Retd.) Designation: Chairman