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Aswathy, Vellayambalam, Thiruvananthapuram -695033

POLICY

ON

LEGAL SERVICES

This policy on legal procedure is confidential and controlled document of KFC and no part thereof shall be reproduced in any manner whatsoever without the express

permission of the Corporation

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1. Purpose: The purpose of this document is to meet the legal requirements in the process of sanction, disbursement and recovery of loans and other business activities of the Corporation, by following a uniform procedure. 2. Scope: The procedure covers all legal activities in connection with the sanction, disbursement and recovery of loan and other business activities of the Corporation. 3. Authority & Responsibility: HOD (L), Chief Mangers, Project officers and all officers in the legal wing in different cadres in BO/ZO/APPRAISAL HUB/HO are responsible for implementing and maintaining the procedure. 4. Procedure: Major activities are:- 1. Title scrutiny of the security properties either by Legal personnel in the

Corporation or Practicing advocates empanelled by Corporation (Procedures and formats for hiring the service of advocates for legal scrutiny detailed in Annexure III)

2. Valuation of land, offered as industrial as well as collateral security. 3. Drafting and execution of security documents. 4. Issuance of legal clearance certificate 5. Follow-up all cases in various courts including Supreme Court, High Court,

Lower Court, Tribunals Forums and Lok Ayukth. 6. Execution of Vakkalath for and on behalf of Corporation in Court. 7. Maintaining case Bundles & Register of Court cases. 8. Taking steps for implementation & follow-up of directions in the judgments of

the courts, by BO/HO 9. Monthly review & follow up of all court cases of BO/HO. 10. Safe custody of Security documents and other Legal Records. 11. Maintaining Registers connected with Equitable Mortgage and case details. 12. Scrutiny & documentation of all staff loans. 13. Manage Legal library. 14. Participation in various committees constituted in connection with the business

operations of Corporation. 15. All other activities in connection with legal matters

5. MANUAL FOR LEGAL APPRAISAL, SITE INSPECTION/VALUATION,

SCRUTINY AND DOCUMENTATION 5.1 Preliminary scrutiny of land documents and documents relating to Constitution

of the applicant/concern (Pre-sanction legal) 5(1)(1)Legal personnel posted in BO/Appraisal Hub/ZO shall verify the title deeds and

other papers produced by the customer at the time of preliminary enquiry and

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confirm whether the applicant unit is prima facie eligible for loan and the properties offered can be considered for security. He/she shall inform the customer for further requirements to rectify the defects, if any.

5(1)(2)On receipt of application along with the documents produced as per checklist the he/she shall attend the preliminary Screening Committee and verify whether the constitution of the applicant unit and the title of the properties offered as security conform to the requirements by verifying the documents given below:

a) Partnership Deed/Memorandum and Articles of Association of the Company

and LLP/Bye-laws of the Society/Trust Deed. b) Acknowledgement of registration of firm with the Registrar of Firms/Certificate

of incorporation of the company from the Registrar of Companies and LLP. c) Certificate of Registration from the Registrar of Societies. d) Certified extract of the Register of Firms on entries kept with the Registrar of

Firm/ A complete Search Report by a practicing company secretary in respect of company and LLP.

e) Copy of Resolution passed by the Board of Directors of the Company/Governing Body of the society for availing loan.

f) Certificate of commencement of business of the company in the case of Public Limited Companies.

g) Location certificate, sketch/key plan and survey plan with side measurements of the security property from the Village Office. In case the village offices are reluctant to issue survey plan with side measurements, plan from village office and a plan with side measurements from an approved surveyor can be taken.

h) Title deeds, prior title deeds. i) Encumbrance Certificate for the past 20 years or from the date of the title

deed whichever is longer. The EC should be for a continuous period and should be taken recently (i.e., the issue of EC should not be earlier than the month of submitting the loan application).

j) Possession and non-attachment certificate in the prescribed format from the Village Officer concerned.

k) Certified copy of the Thandaper Account/Adangal Extract from the Village Office.

l) Latest basic tax Receipt relating to land and building. m) Allotment order, HP Agreement, Survey Plan, evidence of payment of purchase

price and NOC for mortgaging the plots allotted in the Industrial Development Area from the General Manger, District Industries Centre/SIDCO/KINFRA.

n) Allotment order, HP Agreement, Survey Plan, evidence of payment of purchase price and NOC for mortgaging the plots allotted in the IDA from SIDCO/KINFRA in respect of the sheds allotted in the Mini Industrial Estate. No charge, no lien certificate in cases where the industrial shed in rented premises.

o) Lease/Rent deed in respect of the lease hold or rented premises and title deed of the Lessor.

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p) No due certificate from the Sales Tax/GST or any statutory authority according to the type of industry (e.g. it it is a bar hotel then certificate from the welfare fund board).

q) A self declaration of the borrower/coobligant/guarantor declaring their assets and liabilities.

5(1)(3) Inform further requirements if any in writing on the same day or within 2 days. If no further requirements are asked in writing, then it will be deemed that all required documents are produced.

5(1)(4) If all the required documents are produced and verified, fix a date for site

inspection along with the other members of the appraisal team and inform the said date to the applicant.

5(1)(5) On receipt of the legal documents after registration of application, the Legal officer may open a legal file starting with index register. Enter the list of legal documents produced in the index register.

5(1)(6) The legal officer along with other members of the team for land valuation should inspect the site, identify the site/land with the title deeds, revenue records, confirm the extent, etc. and identify the title holders, verify the genuineness of the title deeds and the revenue records at relevant offices. The name and designation of the officers/persons contacted in the above offices and also the persons in neighbourhood of the site should be noted and mentioned in the land valuation report. Follow the guidelines in Valuation Policy.

5(2) GUIDELINES FOR VALUATION OF LAND 5(2) (1) At the time of site inspection for valuation of land the team may verify,

ascertain and keep in mind the following: -

a) The extent of land with respect to the title deed, survey plan and possession certificate produced.

b) Lie of land and boundaries c) Nature of land d) Accessibility of land to nearest main road, town, railway station, bus stand etc. e) Availability of infrastructure facilities f) Importance of the locality g) Nearness of important public/private institutions, public markets etc. h) Prevailing market rate of landed properties in the locality i) Fair value notified by the Govt. j) Recent transactions of nearby land properties and valuation of land k) Making enquiry in Village office, SRO and Document writer and locally. l) Identification of land with reference to the title deed and revenue records m) Ensure that the boundaries of the land is correct and tallies with the records

from the village office.

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n) Valuation to be done in the presence of the original owner as far as practicable.

o) The identity of the owner should be verified with the help of the authenticated records

p) A mahazar should be prepared at the time of site inspection. It should contain the name and address of the neighbouring owners, with the signature & thumb impression of the owner, if he is present (to be prepared by any member of the team)

q) Ensure the genuineness of the documents by visiting and discussing with Revenue authorities and SRO officials.

r) Value to be fixed based on the criteria of Valuation Policy. s) Convince the title holder of the land about the consequences in the event of

default in the repayment of the loan.

5(2)(2). Prepare the land valuation report in the approved format and ensure that all members of the team of valuation signed in it with name and designation.

5(2)(3) Submit the Land Valuation Report to Chief Manager/Zonal

Manager/competent authority for acceptance/approval in the format given Annexure II.

5(3) GUIDELINES FOR TITLE SCRUTINY

a) Ascertain whether all the original of the present and prior deeds produced. Follow Guidelines in the cases in which original is irrecoverably lost (Annexure XIV).

b) Confirm the legality of Title Deeds based on its construction, script, nomenclature, valuation, stamp duty paid, details of property, devolution of Title, Acquisition, and Registration etc.

c) Defects if any has to be rectified by executing correction deed or getting certificates from the concerned.

d) Ensure that the Clearance of encumbrances have been made. (cover all the periods)

e) See that the Payment of statutory dues like basic tax and municipal tax etc. are paid.

f) Correction, if any, to the survey plan produced. g) Possession and non-attachment certificate issued by competent authority, is in

order. h) Ensure that discrepancies, if any, in the survey sub division number and its

location with reference to the Revenue Records produced are rectified. i) Thandaper account details/Adangal extract details j) Check CERSAI portal to verify whether the security property offered, was

mortgaged/charged for any other liability. k) Prepare report on title scrutiny in the format given in the Annexure I.

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l) Follow guidelines in Annexure - III, in case of obtaining of Title Scrutiny Report from the empanelled advocates.

6 LEGAL DOCUMENTATION (Post Sanction stage) 6(1) Branch Heads or Legal Officer or Project Officer is authorised to execute

security documents for and on behalf of the Corporation. 6(2) Security documents can be executed either by Project Officer himself or by the

Legal Officer. Assistance of legal officer needs to be taken only in large projects. On receipt of loan file, the Legal officer or Project Officer, as the case may be, shall verify whether the applicant/unit has accepted all the terms and conditions in the sanction letter and remitted the balance processing fee. If not, get the acceptance letter from the borrowers. In case the applicant unit requires any deviation get orders from appropriate authority for the same.

6(3) Draft the security documents, get them fair typed. Verify whether the

conditions including special conditions in the sanction letter are complied with and the rate of interest, repayment schedule etc are correctly entered in CFS. Formats for the entity of company is attached as Annexure IV and opening pages of agreement to be executed with proprietary and partnership firm are made as annexure IV A and IV B. The formats given in Annexure IV to IX are general in nature and suitable modifications should be made as applicable to propriety concern, partnership firm, LLP, Co ownership and Company before execution of the security documents.

6(4) Confirm the identity of the Borrower (s)/co-obligant (s) with the help of Adhar or electoral identity card or PAN card or Passport or Driving Licence or Bank Pass Book (production of Gazetted Officer attested identity certificate and Bio data dispensed with) and get the security documents, executed, accept the title deeds under equitable mortgage, enter the details in the Equitable Mortgage Register and issue letter by registered post to the Tahsildar, concerned with copy to the respective Village Officers and SRO informing the creation of charge over the land. Separate personal guarantee of co-obligant to be got executed. Get thumb impression of the executants also on the last sheet of the security documents. Also get signatures of Branch Heads/FOs/Project Officers and witnesses as required. In case where the property belongs to other persons not related to principal borrowers, they should be informed of the liability and future consequences in the event of default in the loan repayment.

6(5) Accept the title deeds for creation of equitable mortgage. 6(6) Enter the details of title deeds in Equitable Mortgage Register. 6(7) Send letters to Tahasildar and village officer informing creation of equitable

mortgage. 6(8) In the case of loans to builders to construct flats/apartments/villas send letters

to the SRO concerned informing them that the project land is mortgaged to

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KFC and registrations in respect of the said property may be done only with the consent of the Corporation. Send letters to all banks that approved the project for sanctioning loans stating that the housing loan shall be with the consent of Corporation and proportionate housing loan disbursement shall be routed through Corporation.

6(9) Direct the borrowers to submit Encumberance Certificate upto the period of creation of mortgage.

6(10) Take steps to electronically file charge before Registrar of Companies and see that charge is filed within time.

6(11) Enlist the security documents and other documents in triplicate. File a copy in the file concerned, another copy should be attached with original title deeds and kept in the locker having double lock system, of which one key should be kept by Legal Personnel and another by Branch Head. Keep the third copy in the agreement cover.

6(12) Keep the other security documents such as loan agreement, deed of hypothecation, guarantee deed, declaration and documents other than taken as a equitable mortgage, in safe locker. The safe locker should be of double lock system and all the documents should be kept in joint custody of Branch Head and the Legal Officer posted in B O/Appraisal Hub or the Project Officer. One key should be kept by Branch Head and other key by Legal Officer/Project Officer.

6(13) Issue legal clearance certificate in the format given in Annexure XI

7. CONDUCT OF COURT CASES 7(1) Receive summons, notice etc. issued from various courts including High Court,

Lower courts, Consumer Forums, Lok Ayukta, DRT, Land Revenue Commissioner etc. along with the copies of plaints, petitions, complaints etc. filed by the our customers and third parties.

7(2) Draft complaints, petitions, SFC Ops. etc. for and on behalf of the Corporation. 7(3) Give engagements to the Advocates wherever necessary. Inform the Recovery

Section and the chief manager the details of directions, if there is any, in interlocutory orders.

7(4) Collect the files from the section concerned and prepare statement of facts, take copies of agreements/title deeds and other papers, get the statement of accounts or other details from other sections as the facts of the case may require and get the statement of facts approved by Branch Head/Zonal Head/Competent Authority.

7(5) Entrust the files, statement of facts and other relevant records with the Advocate, discuss the case with the Advocate and get the drafts of the objection, written statement etc. prepared by the Advocate. Verify the drafts, gets them fair typed and see that the same filed in court in time and get the injunctions petition disposed.

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7(6) Attend the court after verification of the issues involved in the suit and discussion with our Advocate and give evidence.

7(7) Maintain suit registers as per format. 7(8) Arrange for certified copies of decrees, judgments etc. Verify the copies when

obtained and see that the interests of the Corporation are protected. If it affects the Corporation adversely, study the scope for appeal, take appropriate orders and make arrangements for filing appeals. Prepare appeal memorandum and interim application (if necessary) in consultation with Advocate.

7(9) Follow up, the appeals and get interim orders wherever necessary. 7(10) Arrange for payment of fees to the Advocates, as per the schedule of advocate

fee approved by the Board. 8. MISCELLANEOUS MATTERS. 8(1) Miscellaneous legal matters occur in cases where there are any changes in the

terms and conditions of the sanction of loan, changes in constitution of the industrial units, change of securities, transfer of units, etc. In such cases necessary agreements as per requirements to be prepared and got executed.

8(2) Get correction deeds, supplementary agreements and get them executed as and when required.

8(3) Miscellaneous matter like creation of pari passu/second charge in favour of Bank, Government or other financial institutions if such a course is necessary, preparation of notices/reply notices, lease deeds, drafting of petitions, complaints etc. as and when required.

8(4) Scrutiny and documentation in respect of house loans of staff members of the Corporation, documentation in respect of vehicle loans and computer loans of staff members.

8(5) Taking upset valuation. 8(6) a) Prepare draft sale agreements, sale deeds sale notes etc. in the case of

units taken over and sold by the Corporation. b) Documentation and creation of security in respect of units sold where a

portion of the sale consideration is reserved with the Corporation. 8(7) When the loan accounts with the Corporation are closed and proper orders to

release the documents, from Branch Head are obtained, vide Loan Closure Certificate (Annexure XII), verify the files and see that no pari passu charge/second charge has been created over the properties. Identify the title holder and release the documents to him under proper acknowledgement (See Annexure XIII).

8(8) If subsequent charges are subsisting over the properties entrust the title deeds with the subsequent charge holder under intimation to the title holder and obtain proper acknowledgement.

8(9) Issue charge release letter to Tahsildar concerned with copy to Village officer

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9. PROCEDURE FOR FILING CRIMINAL COMPLAINTS TO COURTS/FIRs TO POLICE

Occasionally attempts to cheat the Corporation or criminally misappropriate

Corporation’s security property occur. All such instances have to be viewed seriously and the culprits should be brought to justice as per the law of the country. Most offences would come under the following category, single or in association with others. (1) Impersonation, (2) Forgery, (3) Cheating (4) Criminal breach of trust and embezzlement, (5) Criminal misappropriation, (6) Theft, (7) Arson. The legal officers of the Corporation shall make themselves familiar with various aspects of law regarding the above offences.

As soon as a criminal offence against the Corporation comes to notice an immediate detailed report shall be sent to the General Manager/Executive Director by the Branch Head. An immediate report shall be lodged with the officer in charge of the Police Station which has jurisdiction over the area where the offence has occurred. The report to the police shall contain all such details as possible. An inspection of the unit by TO and FO may be conducted with the details available in loan file, so as to ascertain the loss. When immediate action is required the complaint may be filed even without such an inspection and the inspection can be done subsequently. A copy of the complaint lodged with Police Station shall be endorsed to the Superintendent of Police of the District for his information and necessary action. In case the Police refuse to register a case or file the case registered as untracked, the Corporation should immediately file a criminal complaint against the promoter in the Magistrate Court concerned. The Branch Head of the branch/Zonal Head concerned shall be authorized by the Managing Director to file such complaints.

10. PROCEDURE FOR FILING AN APPEAL: In cases where the court passes a verdict in cases where Corporation is involved and against Corporation and if the matter is of urgent nature, an appeal shall be filed the very next day to get the judgement suspended if the operation of the same is likely to cause financial loss to the Corporation. In such cases permission to file the appeal shall be taken, through e mail, telephonically or if that is not possible the Chief Manager/Branch Manager concerned shall take the decision to file the appeal and obtain post-facts approval from General Manager/ED. In cases where there is sufficient time (normally one month) to file an appeal the following procedure shall be followed as soon as a verdict is delivered, the copy of the operating part of the judgment shall be obtained from the Court the very next day. We need not wait for the full judgment copy to start our preparations for filing the appeal. As soon as the copy of the operating part of the judgment is received the legal officer shall analyse the impact of the judgement. This analysis shall look into the following aspects.

1. Main contentions revised in the petition.

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2. Corporations point of view. 3. Any question of law raised by the petitioners. 4. Question of law or its interpretation is raised by the Corporation. 5. The evidence, the petitioner relied on. 6. The evidence adduced on behalf of the Corporation 7. How the court reacted to the contentions of the petitioner. How it reacted to

the point of view expressed by the Corporation. 8. How did court, interpret the question of law involved. Was the court’s

interpretation of law in consonance with the interpretation taken by other courts.

9. How did similar case laws influence the court its judgement.

10. Are there any case law which is in favour of the Corporations point of view which the court did not take into consideration 11. Whether the Corporation should file an appeal. If so what is the stand that

the Corporation should take. 12. The operational and administrative steps the Corporation has to take in view

of the judgment to protect its interests.

The Legal officer shall prepare the above report and submit to Branch Head concerned who in turn will incorporate his remarks and make arrangements for effecting the administrative and operational steps required to protect the interests of the Corporation and shall then decide to file appeal after getting orders from GM/ED. In appeals, where the appellate court directed the Corporation to deposit the decreed amount or any other amount, the BO shall obtain an order from ED, if the amount to be remitted is up to Rs.100000/- and from MD, above Rs.100000/-.

11. DUTIES OF OFFICERS IN LEGAL DEPARTMENT AND DELEGATION OF

POWERS

I. DEPUTY GENERAL MANAGER (LEGAL) 1. To provide legal opinion in files and matters transmitted to him by C

&M.D/ED/GMs/HODs. 2. Member of CMDLC, GMLC and Purchase Committee. 3. Overall supervision of functions of the Legal Wing in Head Office , Zonal

Offices, Appraisal Hubs and Branch offices. The DGM (Legal) shall scrutinize the quality of the service rendered by the staff in legal sections in HO, ZO, Appraisal Hub and Branch Offices.

4. Review periodically the pending court cases. 5. To sign vakalath and affidavit for and on behalf of Corporation in HR and

Administration related cases and other service matters. 6. To represent the Corporation in the Agreements to be entered into with the

Govt. 7. Any other functions and duties assigned by CMD and ED.

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8. Vetting of loan documents/agreements/ executed with Banks/FIs/Regulatory Bodies/Intermediaries.

II. Legal Officers posted in H O

1. Legal Officers posted in HO will assist the DGM (L) in discharging his duties. He will also discharge duties and functions assigned to the legal Officers in Branch Offices with same powers delegated, on the direction by HOD (Legal)/General Managers/Executive Director/Managing Director.

2. To sign Vakalath and affidavit for and on behalf of the Corporation, except in HR, Administrative and other service matters and to represent Corporation in Courts, Quasi Judicial authorities and Govt.

III. DUTIES OF LEGAL PERSONNEL POSTED IN BRANCH OFFICES, ZONAL OFFICES AND APPRAISAL HUBS AND DELEGATION OF POWERS.

All the Legal Officers posted in Zonal Offices, Appraisal Hubs are authorised to exercise powers delegated to Legal Officer of Branch Office as per the existing Delegation of Powers in discharging their functions and duties without any pecuniary limit, as per the directions of the Reporting Officers.

1. Preparation of Land valuation report, Title report. 2. Execution of security documents. 3. Issue of Title clearance. 4. Safe custody of the title deeds and security documents 5. Proper conduct of suits. 6. Participation of various committees formed for the operations of the

Corporation. 7. Appearing in court for adducing evidence and execution of Vakalth on

specific direction by the Reporting Officer. 8. Any other function and duties assigned by the Reporting Officer.

Chairman and Managing Director

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LIST OF ANNEXURES

I Format of Report on Title

II Format of Report on Land Valuation

III Guidelines on obtaining Title scrutiny Report from advocates

empanelled.

IV Format of Loan Agreement

V Format of Letter to Receive back Documents to create EM

VI Format of Letter Confirming Deposit of title deeds.

VII Format of Deed of Hypothecation

VIII Format of Guarantee of Deed

IX Format of Declaration

X Format of Letter to Tahsildar informing creation of EM.

XI Format of Legal Clearance Certificate

XII Format of Loan Closure Certificate for releasing the documents.

XIII Format of Acknowledgment of receipt documents, the borrowers on Closure of loan.

XIV Guidelines on cases of original deeds missing.

XV Format of agreement for giving back the taken over unit to the

borrower.

XVI Format of sale deed for section 29 sold cases

XVII Format of suit register

XVIII Schedule of Advocate Fee

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ANNEXURE I

KERALA FINANCIAL CORPORATION, BRANCH OFFICE,

REPORT ON TITLE DOC. NO. AMP1F05 PAGE NO. 1 OF 3 DATE 01.05.2010

1. Loan No. :

2. Name of applicant concern : 3. Amount of loan applied for ) 4. Whether the concern is proprietary/ ) Partnership/Company/Co-op. Society/ ) Society/Trust ) 5. If proprietary concern, state name & ) address of the applicant ) 6. In other cases, state whether the ) partnership deed or Memorandum ) and Articles of Association of the ) Company or the bye-laws of the ) Society/ Trust whichever is necessary ) has been verified. 7. State whether the concern is registered ) with the Registrar of Firms/Companies/ ) Co-op. Societies and whether certified ) extract from registrar of Firms/register ) of charges were produced and verified? ) If not state the reasons. 8. State the District, Taluk, Village, Sy. No. ) District : and extent of the property/ properties ) Taluk : offered as security. ) Village :

) Desom : Item No. Sy. No. TP No. Extent Hectare Acre Cents 9. State the date and name of the officers ) who conducted the valuation. ) ) )

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10. State whether the title deed of the applicant ) Partnership/Company/Society/Trust has been ) produced. ) 11. Give a list of the documents produced.

12. Give a brief history of the devolution of title of each item of property (items covered by the same documents can be dealt with together) and state whether the applicant/Firm/Company/Society/Trust has clear title over the security property/ properties and if not state the defects in title of the security property/ properties with reasons thereof.

13. Give the number and date of encumbrance- Certificate and the period it has covered

14. Explain whether the encumbrances if any shown in the encumbrance certificate has been cleared and if so, how and when and whether there is any subsisting encumbrances 15. State the name of the Thandaper holder and if it is not of the applicant, have steps been taken for changing the same.

16. Give the No. & date of possession and Non- attachment certificate produced and state whether it is in the prescribed form and comments. 17. Has the latest land tax receipts been produced

if so, the date of issue and the period for which tax was paid.

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18. Whether Sy. Plan of the property produced. State whether the property has been specified and the boundaries have been demarcated

and sub- division Nos. marked and side measurements given in the plan.

19. Have you verified whether proprietary/ partnership/Company/Society/Trust owns land in excess of ceiling area. State whether necessary certificate has been produced.

20. What is your opinion regarding the acceptability of the property/ properties offered as security with reasons thereof

21. Whether the applicant(s) has/have power to borrow money and chargeable properties with liability. 22. If the property/properties is/are acceptable state whether the loan is to be secured by registered mortgage or equitable mortgage of property/properties.

Signature :

Place : Name :

Date : Designation

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ANNEXURE II

KERALA FINANCIAL CORPORATION, BRANCH OFFICE

REPORT ON LAND VALUATION DOC. NO. AMP1F04 PAGE NO. 1 OF DATE

A. a) No. of loan application : b) Name of concern/applicant : c) Date of valuation : d) Name of officers who : conducted valuation :

1) Particulars of the land being valued: Date of Registration :

District : Taluk :

Village : Desom : SRO :

Item No. TP No. Sy No. Extent Hectare Acre Cents

Total Extent as per Title Deed : Total Extent as per Revenue Records : Total Extent as per measurement :

2) No. & date of the Title Deed produced with the name of title holder Title holder :

3) Whether the document is within 1 year ) or not )

4) Nature of the Deed (Sale Deed / Release Deed / Partition deed etc) 5) Has survey plan/plan approved by surveyor with copy of field map produced or whether plan by Taluk Surveyor is attached with the registered document (specify) 6) Whether the property has been identified with reference to the title deed and survey- plan and whether the extent stated is correct

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7) Whether latest land tax receipt produced

8) Details of Prior Deed (Also state if original of prior deed available) 9) State whether Possession & Non- attachment- certificate from................produced.

10) State whether there are any liabilities as per the Encumbrance certificate produced.

The period of certificate may also be stated.

11) Details of location:- ( Draw Rough Sketch/Location sketch certificate to be attached)

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BOUNDARIES: East : North : West : South :

a) Locational Advantages and Disadvantages:

b) Nearest Land mark : c) Type of Land : (Urban land / Agricultural land / Plantation)

d) Nature of land : (Dry / Wet / Marshy / Hilly / Agricultural) e) Item Improvements Civil Structure Agricultural/ garden No. details

f) Road Accessibility : g) Nearest Town. : h) Attach photograph showing the nature / details of the land being valued. Attached.

B. Comparative Land Values: a) Document Value + Registration Charges : Sale consideration : Stamp value : Registration charge : Total : b) Fair Value notified by Government )

of the Fair Value Register) for ) c)Indexed Cost:Actual cost of Acquisition x CII of the year in which asset is valued. CII of the year in which asset is acquired.

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d) Similar property recent document value : 1. Whether market value is significantly different from the documented value. If so, reasons to be mentioned briefly. 2. Details of enquiries made at the Village

Office / Panchayath Office / SRO, and any other enquiries made.

C. Detailed recommendation of the valuation officers regarding the land value fixed with reasons for the deviation from comparative land values.

Signature of the Valuation Team :

Name : Designation :

(1) Approved by CM

Name

Designation

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Annexure ‘III’

GUIDELINES ON OBTAINING TITLE SCRUTINY REPORT (TSR) FROM ADVOCATE EMPANELLED

PAGE 1 to 27

1. In respect of investigation of title, by Advocates empanelled, of immovable properties for the purpose of creation of mortgages in favour of Kerala Financial Corporation, these instructions are issued for the uniform application to all branches in Kerala.

2. Title investigation is to be conducted in respect of all types of immovable properties that are to be accepted as mortgage security. Title investigation has the following aspects:

i. Getting the documents of title in respect of the property examined by a panel advocate.

ii. Verification of the (TSR) report issued by the Advocate (Annexure D)

iii. Physical verification of the property by Advocate to ensure the factual correctness of the statements in the document/ reports.

3. Branches have to collect all details of the property including all the title documents from the customer under proper acknowledgement and forward it to the advocate empanelled for the purpose.

- TSR to be obtained only from the panel advocates identified for submission of such reports.

- Branches to correspond directly with the panel advocate and the direct correspondence between the advocate and the borrower / mortgagor is to be discouraged.

- Advocate has to submit the TSR in the prescribed format within one week.

4. In respect of all cases where the loan amount is more than Rs.1.00 crore, the advocate has to make search of the title of the property for not less than 30 years irrespective of the fact that clear and marketable title is established by a shorter search of 13 years.

5. Irrespective of the segment, in case of all loans of Rs.5.00 crores and above, satisfactory TSR from two different panel advocates may be obtained separately if required (optional).

6. In addition to the TSR by the advocates, the branches has to search the database of CERSAI (Central Registry) and CIBIL Mortgage check to ascertain the existing charges and credit history of the borrower/mortgagor. The results of such searches are to be scrutinized diligently to rule out any doubtful

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circumstances in respect of the genuineness of the security offered and matter has to be reported.

7. The format of the letter in which the panel advocate is to be requested for submission of TSR is given in Annexure A. The details of the property offered as security is to be prepared by the Branch as per Annexure A1. The checklist cum format for the preparation of the TSR by Advocate is given in Annexure B.

8. In case of take over loans from other banks/financial institutions, if the original title documents are not available for scrutiny/verification by the advocate branches may obtain an interim scrutiny certificate. However, in all such cases, after takeover of the loan is completed and original title documents are received from such other Banks/ Financial institutions, Advocate has to complete the scrutiny by verifying the certified copies of those documents from KFC.

9. Verification of the TSR obtained from the panel advocate by the branch operating officials is also important to determine the acceptability of property offered as security. Verification will help not only in understanding the nature of title of the security property but also in averting any chance of fraud. A detailed checklist for scrutiny of TSR is enclosed as Annexure D and the Branch officials has to verify the TSR on the lines of the said Annexure.

10. Advocates have an important role not only in advising the legal validity of the title of the property in question but also to guide the branches in detecting the fraud. Advocate has to make an actual and personal inspection of relevant registers and indexes in relevant offices wherever applicable. Advocate may obtain certificates of encumbrance (EC) from the relevant offices (wherever such facility is available) to ensure that there are no subsisting charges/encumbrance on the property offered as security. Advocate is also authorised to obtain the certified copies of all the relevant title documents, if required, directly from the office of the concerned sub-registrar/registrar office and compare the same with the documents submitted by the customer. They have to attach along with the Report (TSR) all such certified copies and the receipt for fees paid for obtaining certified copies for reimbursement.

11. The TSR along with all the original documents and certified copies of documents are to be submitted by the Advocate directly to the Branch Office concerned and in no circumstances the same to be handed over to the borrower / guarantor or his/their agent/representative.

12. The work of TSR needs to be entrusted to those panel advocates who have the competency and expertise in doing proper title scrutiny as above. The power to empanel an advocate, is vested with ED/MD.

13. A copy of MOU to be obtained from the panel advocates who are entrusted with the work of issuing TSR is given as Annexure E.

14. The approved fee structure is attached as Annexure F.

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ListofAnnexures

Annexure Details Annexure A Letter to the panel Advocate for search

and verification of title deeds/ documents. (To be prepared by the Branch Offices)

Annexure A-1 Details of the property offered as the security (To be prepared by the Branch Offices)

Annexure B Report of scrutiny of Title in respect of immovable Property. (To be submitted by the panel Advocate)

Annexure C Certificate on title to be submitted by the panel Advocate. (Interim certificate to be submitted by panel Advocate in respect of takeover cases etc if necessary)

Annexure D Checklist on scrutiny of TSR by the Branch Offices (To be prepared by the Branch)

Annexure E Memorandum of Understanding with Panel Advocate.

Annexure F Fee structure for TSR

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Annexure – A: Letter to advocate for search and verification of title deeds/

documents Dear Sir/Madam

1. You are requested to make an investigation of title to the properties, more fully described in the Schedule A-1 below, to enable us to create a valid and enforceable mortgage of the said property(ies). Annexure ‘B’ enclosed herein is the format for the preparation of the title investigation report. Please note that the items sought in Annexure ‘B’ are required to be filled up by you with full details. While the items mentioned in Annexure ‘B’ are illustrative for making an effective search, we expect you to make an exhaustive and complete search of the title of the property.

2. Please note that you have to make an actual and personal inspection of relevant books and indexes maintained/ kept in the office(s) of sub-registrar, office of registrar and other relevant offices wherever applicable. The search should cover all the sub registrar/ registrar offices wherein the title documents are registered as well as such offices where such registration is legally possible. 3. Please also note to obtain certificate of encumbrance (EC) from the relevant offices (wherever such facility is available) to ensure that there are no subsisting charges/encumbrance on the property offered as security. 4. Please do not hesitate to demand any document/record/material required by you for the purpose of making proper investigation into the title to the property of the mortgagor. 5. The search for title/ encumbrances is normally required to be made for a period of 30 years. If this is not possible for unavoidable reasons, please note that the search should be atleast for 13 years, provided you are entirely satisfied that the 13 years search would be sufficient in the particular facts and circumstances of the matter in hand. If you are not fully satisfied regarding the title to the property by making an investigation/search for a period of 13 years only, you should invariably ask for records, documents, as you feel necessary and should verify those also for conducting an effective search. However, in respect of security offered for loans of Rs.1.00 crore and above, search for title/ encumbrances for a period of not less than 30 years is preferred. 6. Please note that you are required to verify the original title deeds only, particularly, title deeds which are the subject matter of the mortgage. If the original title deeds/ documents are not available and certified extracts are produced, kindly examine whether that should be sufficient for creation of a valid and enforceable mortgage and state what precautions are to be taken for the purpose.

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7. You are also authorized to obtain the certified copies of all the relevant title documents directly from the office of the concerned sub-registrar/ registrar office and compare the same with the documents submitted by the customer in case of any suspicion regarding the genuineness of the document. Please also attach all such certified copies along with your Report and receipt for fees paid to obtain certified copies. 9. In case of agricultural land offered as security, please specify as to whether there are any restrictions under the local laws for creation and enforceability of the mortgage of agricultural lands. 10. In case of Lending Consortium members/ Multiple Lenders and/ or extension of mortgages, priority of charges existing in favour of other charge holders, intervening charges created if any will have to be verified in detail, and please advise the Corporation (KFC) as to the restrictions/limitations/impediments and remedial measures if any. 11. Please advice about all legal formalities/procedures required under laws to be complied with for valid creation of mortgage in favour of Kerala Financial Corporation. If there are any legal impediments/restrictions, kindly advise as to whether such impediments can be cured and if so, what procedure is to be followed. 12. Please sign the duplicate of this letter acknowledging the receipt of the documents detailed in the Schedule A-1 and acceptance of the aforesaid stipulations under which you will be providing the required search report and certificate. The format of the TSR and Certificate on Title to be given as per Corporation’s standard format, ie, Annexure ‘B’ and Annexure ‘C’. 7 13. The TSR along with all the original documents and certified copies of documents are to be submitted directly to the Branch Offices concerned and in no circumstances the same to be handed over to the borrower/guarantor or his/their agent/representative. 14. Please acknowledge receipt. Yours faithfully, Signature

Name

Designation

Branch/Unit

Contact details

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Annexure-A1: Details of the property offered as the security (To be prepared by the branch) 1. a) Name & Constitution of the

Borrower

b) Whether the loan proposal is for Rs.1.00 crore and above?

2. Name and constitution of the intended mortgagor

3. Relationship between intended mortgagor and borrower (Please specify whether the intended mortgagor and borrower are one and the same or related as guarantor, co-borrower, power of attorney, etc)

4. Description of property/properties

4.1 Survey/ Door No.

4.2 Extent

4.3 Village & Taluk

4.4 Boundaries

West East South North

5 List of documents delivered to Advocate for verification (specify original/

certified extracts / copies, etc)

Sl. No

Date Name / Nature of the Document

Original certified copy/ certified extract photocopy etc

In case of copies, whether the original was scrutinized by the Branch

6. Location sketch 7. Please mention details about the

builder (if applicable)

8 Name of the firm 8.1 Address of the firm 8.2 Telephone No. 8.3 Contact person

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Yours faithfully,Name Designation Branch/Unit Contact details

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ANNEXURE-B REPORT OF TITLE SCRUTINY

a) Name of the Branch/Business Unit/Office seeking opinion

b) Reference No. and date of the letter under the cover of which the documents tendered for scrutiny are forwarded

c) Name of the Borrower d) Name of the

unit/concern/person/company/person offering the property/(ies) as security

e) Constitution of the unit/concern/person/body/authority offering the property for creation of charge

f)Name of the title holder

Particulars of land being offered as security Registration District : Registration Sub District : Taluk : Village : Date of Registration :

Item No TP No. Re-Sy.No. Extent Ares Sq.m Cent Sq.links Total Extent as per Title Deed : Total Extent as per Revenue Records : Total Extent in actual possession : 4 DESCRIPTION OF THE TITLE DEED (S) PRODUCED & SCRUTINIZED Sl.No Name of

document Executant Claimant Docume

nt No. Document Date

Registering Office/ Authority

State whether the above document(s) in Original is/are produced

If not, the reason and comments thereon. If lost, whether any evidence is available?

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5 DESCRIPTION OF THE PRIOR TITLE DEEDS PRODUCED AND SCRUTINIZED

Sl.No Name of document

Executant Claimant Document No.

Document Date

Registering Office/ Authority

State whether the above document(s) in Original is/are produced

If not, the reason and comments thereon. If lost, whether any evidence is available?

6 a) Property offered as security falls within the

jurisdiction of which sub-registrar office?

b) Whether it is possible to have registration of documents in respect of the property in question at more than one office of sub-registrar/ district registrar/ registrar – general. If so, please name all such offices?

c) Whether search has been made at all the offices named at (b) above?

d) Whether the searches in the offices of registering authorities or any other records reveal registration of multiple title documents in respect of the property in question?

7 Chain of title tracing the title from the oldest title deed to the latest title deed establishing title of the property in question from the predecessors in title/interest to the current title holder. And wherever Minor’s interest or other clog on title is involved, search should be made for a further period, depending on the need for clearance of such clog on the title. (Additional sheet can be attached and signed by Advocate)

8 Nature of Title of the intended Mortgagor over the property (Whether full ownership rights, Leasehold Rights, Occupancy/Possessory Rights or Inam Holder or Govt. Grantee/Allottee etc.)

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9 FOR UNITS IN LEASED LAND/HIRE PURCHASE PREMISES OR OUTRIGHT PURCHASE LANDS IN DEVELOPMENT AREA OR INDUSTRIAL ESTATES

LEASED LAND 1 Original lease deed in proper stamp

paper. If lease is for 1 year or more whether the deed is registered. Copy of land Tax / Building Tax receipt obtained.

2 Whether property is permitted to mortgage?

3 Duration of the lease period 4 Title deeds plus village records and

EC of the leased land for verification

HIRE PURCHASE PREMISES OF AN INDUSTRIAL AREA OR INDUSTRIAL ESTATES.

1 Original allotment letter. 2 Hire purchase agreement (certified

copy).

3 Certified copy of plan of the property.

4 No objection certificate for mortgaging the building and plant and machinery.

5 Tripartite Agreement OUTRIGHT PURCHASE FROM GOVERNMENT 1 Allotment letter. 2 Copy of agreement. 3 Certified copy of plan of the land. 4 Certificate evidencing remittance of

entire cost of the land and no objection certificate for mortgaging land, building, plant and machinery.

5 Copies of chellans of remittance of land value.

6 Undertaking to hand over Patta directly to KFC when issued by Government.

PARTNERSHIP FIRM/LLP 1 Original partnership deed with all

required clauses in proper stamp paper.

2 Acknowledgement of registration with Registrar of Firms.

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3 Certified extract from Registrar of Firms.

4 If the industrial land is not in the name of the firm, documents evidencing transfer of the assets to firm(Either through registered deed or by incorporating necessary provisions in the partnership deed).

5 If any partner has been retired, amendment deed evidencing the same/reconstitution deed if any.

6 Evidence of the settlement of accounts with retired partner, paper publication and registration of retirement with registrar of firms.

7 Whether the Borrowing power envisaged in the Partnership Deed.

8 If LLP whether Registered with ROC give details.

9 Audited statement of account/balance sheet in case of existing firm

COMPANY 1 Memorandum of Association. 2 Article of Association. 3 Certificate of incorporation. 4 No charge certificate from ROC or

search report from company secretary.

5 List of Share Holders and certificate regarding the details of present directors from ROC or search report from Company Secretary.

6 Resolution empowering the Managing Director/Directors to apply for loan.

7 Whether the Company has the Borrowing power as per Memorandum of Association and object of business checked.

8 Powers to give security for the loans by mortgage or charge of all or any of the company’s assets.

9 Authorised capital of the Company

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10

Whether the sufficiency of paid up capitals/Reserve verified.

11

Common seal and procedure for fixing

12

Resolution by the Board for execution and fixing of common seal in accordance with Article of Association

13

Certificate of commencement in case of Public Company

14

Resolution of AGM for creation of mortgage or charge in case of Public Company.

SOCIETIES 1 Memorandum of association

/Laws

2 Certificate of Registration. 3 Details of the governing

body/Board of Directors (Existing) (Certified by authority)

4 Certified copy of resolutions of the governing Body and general Body.

5 Borrowing Powers of the Society. 6 Income Tax returns filed

Co-Operative Society 1 By Laws of the Society 2 Certificate copy of the registration

issued by the Registrar of Co-operative Society.

3 Details of the Managing body/Board of Directors

4 Borrowing power as 5 Powers to give security for the loan

by mortgage or charge of all or any of the assets of the society.

6 Resolution of the directors of the society authorising the borrowing of advance on its security by mortgaging a hypothecation of its assets.

7 The manner of execution of deeds and affixation of the seal

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TRUST 1 Specify whether Private Trust or

Public Trust

2 Trust Deed (Original). 3 Registration certificate 4 Details of Trustees and

Beneficiaries.

5 Evidence to show that the trustees are entitled to avail loan and mortgage the trust properties.

6 Resolution passed by the Trust 10 Nature of Minor’s interest, if any and if so,

whether creation of mortgage could be possible, the modalities/procedure to be followed including court permission to be obtained and the reasons for coming to such conclusion.

11 a) If the property is agricultural land, whether the local laws permit mortgage of Agricultural land and whether there are any restrictions for creation/enforcement of mortgage.

b) In case of agricultural property other relevant records/documents as per local laws, if any are to be verified to ensure the validity of the title and right to enforce the mortgage?

c) In the case of conversion of Agricultural land for commercial purposes or otherwise, whether requisite procedure followed/permission obtained.

12 Whether the property is affected by any local laws or other regulations having a bearing on the creation security (viz. Agricultural Laws, weaker Sections, minorities, Land Laws, SEZ regulations, Costal Zone Regulations, Environmental Clearance, etc)

13 a) Whether the property is subject to any pending or proposed land acquisition proceedings?

b) Whether any search/enquiry is made with the Land Acquisition Office and the outcome of such search/enquiry.

14 a) Whether the property is involved in or subject matter of any litigation which is pending or concluded?

15 Whether any POA is involved in the chain of title and its validity.

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16 If the property is a flat/apartment or residential /commercial complex, check and comment on the following:

a. Promoter’s / Land owner’s title to the land/building

b. Development Agreement/ Power of attorney

c. Extent of authority of the Developer/builder

d. Independent title verification of the Land and building in question.

e. Agreement for sale (duly registered)

f. Payment of proper stamp duty g. Requirement of registration of

sale agreement development agreement, POA, etc.

h. Approval of building plan, permission of appropriate/ local authority etc.

i. If individual apartments are offered as collateral security

j. Conveyance in favour of Society/Condominium concerned.

k. Occupancy Certificate/ allotment letter/ letter of possession

l. Membership details in the Society etc.

m. Share Certificate n. No Objection Letter from the

Society.

17 Give the number and date of encumbrance certificate and the period it has covered

18 Explain whether the encumbrance if any shown in the encumbrance certificate have been cleared and if so how and when and whether there is any subsisting encumbrances.

19 State the name of the thandaper holder and if it is not of the applicant, have steps been taken for changing the same.

20 Give the number and date of the possession and non-attachment certificate produced and state whether it is in the prescribed form, and comments.

21 Has the latest land tax receipts been produced. If so the date of issue and the period for which tax was paid.

22 Whether survey plan of the property was produced state whether the property has been

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specified and the boundaries have been demarcated and sub-division nos. Marked, and side measurements given in the plan.

23 Have you verified whether proprietary/ partnership/ Company / Society/Trust owns land in excess of the ceiling area. State whether necessary certificate has been produced.

24 What is your opinion regarding the acceptability of the property/properties offered as security, with reasons thereof.

25 Whether the applicant(s) has/have power to borrow money and chargeable property / properties, with liability.

26 If the property/ properties is/are acceptable, state whether the loan is to be secured by registered mortgage or equitable mortgage of the property/ properties.

27 In case of absence of original title deeds, details of legal and other requirements for creation of a proper, valid and enforceable mortgage by deposit of certified extracts duly certified etc. As also any precaution to be taken by the Corporation in this regard.

28 Additional suggestions, if any to safeguard the interest of Corporation/ensuring the perfection of security.

29 The specific persons who are required to create mortgage/ to deposit documents creating mortgage.

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Annexure – C

DECLARATION

I certify that Shri/Smt/ M/s. ……………………………………………… has / have an absolute, clear and Marketable title over the Schedule property (ies). I further certify that the above title deeds are genuine and a valid mortgage by deposit of title deed can be created and the said mortgage would be enforceable and there is no pending charge/mortgage over the said property. In case of creation of Mortgage by Deposit of title deeds, we certify that the deposit of following title deeds/ documents would create a valid and enforceable mortgage.

1.

2.

3

4.

5.

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Annexure –D: Checklist for scrutiny of TSR by the branch offices

The officials scrutinising the TSR need to verify and examine each and every columns/paragraphs in the TSR and the certificate. This checklist is not in substitution but in addition to such a scrutiny. Name of the borrower Name of the Advocate submitted the TSR Number & Date of TSR Short description of the property covered by TSR Sl.No Details Y/N

1 Whether the Advocate submitted the TSR is in KFC’s panel of lawyers identified for submission of TSR

2 Whether the report and certificate submitted by the advocate are in the KFC’s prescribed format?

3 Whether the TSR by the advocate includes any conditions.

4 If the TSR has any conditions, whether the same are complied with?

5 As per the TSR whether the documents of title are complete in all respects and sufficient to convey a clear, absolute and marketable title to the property.

6 As per the TSR, whether the property offered as security to the Corporation is unencumbered/unattached?

7 As per the TSR, whether the persons seeking to secure the property to the KFC have a clear and marketable title thereto and are legally capable of creating the charge thereon in favour of the KFC

8 As per the TSR, whether the property is subject to any tenancy law which will affect the KFC’s rights eventually to take possession thereof or cause it to be sold or otherwise exercise its rights as mortgagee?

9 As per the TSR, whether the property offered is an agricultural property and if so additional precautions in respect of the acceptability of such security has been examined?

10 Whether the advocate has made searches of the registers and other records maintained by the Sub-Registrars or other revenue authorities for ascertaining whether there is any outstanding mortgage or charge on the property to be mortgaged to the KFC.

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11 Whether the TSR reveals involvement of any gift deed, PoA or other circumstances attracting special precautions?

12 Whether the advocate has also submitted the fee receipt for conducting search in the office of Sub-Registrar(s) along with the TSR?

13 Whether the property particulars mentioned in the Title Deed tally with those in the Non Encumbrance Certificate, approved Building Plan and TSR etc?

14 Whether all the Original Documents and other Link Documents as stipulated by the advocate in the TSR are obtained?

15 In respect of loans of Rs.100.00 lakhs and above: a) Whether search of title/encumbrance was made by the advocate as per the guidelines.

16 Whether the TSR or any other documents in the matter reveal any pending or concluded litigation in respect of the property offered as security and whether the impact of such litigation has been satisfactorily explained/ got examined?

CRM/Credit Officer/Authorised Officer

Manager Branch Head/Unit Head

Signature Name Designation Branch Date of scrutiny verification

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Annexure – E. Memorandum of Understanding with Panel Advocate THIS MEMORANDUM OF UNDERSTANDING is executed at ……………… this ……………… day of …………………. 20…. BETWEEN Kerala Financial Corporation having it Head Office at Vellayambalam, Thiruvananthapuram having its Branch Office at ……………. Reported by Branch Manager/Chief Manager for the brevity’s sake hereinafter referred to as said Corporation of the One Part; AND ………………………… Indian inhabitant of ……………… having office at …………….. for the brevity sake hereinafter referred to as said “Advocate/Solicitor/Law Firm” of the Other Part. Whereas The Corporation as part of its business operations desirous of obtaining report from the legal experts on title scrutiny of various immovable properties of borrowers/ third parties for ensuring a clear, marketable and enforceable title of such properties and The Advocate/Law Firm is qualified and competent to scrutinize the legal/title /other documents and ready to undertaking the scrutiny of title of the properties, as desired by the Corporation.

NOW IT IS AGREED BY THE PARTEIS AS FOLLOWS: i. The Corporation is hereby ready to hire the service of the Advocate/ Law

Firm to scrutinize the documents, make search in the office of Sub-Registrar of Assurance and any other Office or authority and to submit the Search Report and Title Certificate in respect of the immovable property/ies offered by the client/customer of the Corporation as and by way of security to create charge in favour of the Corporation for the repayment of facilities sanctioned or to be sanctioned by the Corporation.

ii. The Advocate/Law Firm shall within three working days (excluding the date of pick up) furnish to the Corporation the title certificate and search verification report after receipt of the entire papers in respect of property.

iii. The Corporation is agreeable to pay the Advocate/ Law Firm a professional fees as mentioned in the schedule to this agreement and actual Government fees paid and expenses incurred for making search with various authorities upon receipt of the title verification report and title certificate against proper stamped receipt.

iv. The Advocate/ Law Firm has agreed to carry out the work of search and title verification of security documents and property, with due care and caution

39

to the best of his knowledge, skill and ability and shall always stand to protect the interest of the Corporation.

v. It is further agreed that in case of delay caused in submitting the report to the Corporation, Corporation is at liberty to remove the Advocate/ Law Firm, from the panel of advocates of the Corporation, without any further notice.

vi. The Advocate/Law Firm shall take all reasonable care in making search at various Offices, authorities and courts and shall carefully scrutinise the documents/ title deeds entrusted to him in terms of all legal requirements, and shall submit an unambiguous and clear Certificate of title to enable the Corporation to take a decision on whether to accept or not, the security property by creation of charge /Mortgage. Any such acceptance of the security and creation of charge / Mortgage of the property/ies in favour of the Corporation, based on the Certificate of title given by the Advocate/ Law Firm should enable the Corporation to enforce the security on default of the Borrower/Guarantor/Mortgager as the case may be without any legal bar or infirmity. The Advocate/Law Firm shall also verify the original registered Power of Attorney and its genuineness and certify its validity and binding nature of the same in his opinion.

vii. The Advocate / Law Firm shall also bring to the notice of the Corporation any defect in the title or any other defect whatsoever, which would render creation of Mortgage / charge invalid and not enforceable and also suggest steps necessary for perfection of the title.

viii. The Advocate/ Law Firm shall also submit a list of documents/title deeds and other instruments along with his certificate of title, the deposit of which would ensure strict compliance with the requirements of Law and procedure relating to a valid creation of equitable mortgage of the property in favour of the Corporation.

ix. The Advocate/ Law Firm shall be responsible for the proper custody of the documents/ title deeds and other instruments entrusted to him and he shall be responsible/ liable for any loss/ damage caused to the Corporation resulting from the loss, destruction or damage caused to such document / deeds / instruments etc.

x. The Advocate/Law firm agreed to obtain the certified copies of all the relevant title documents directly from the office of the concerned sub-registrar/ registrar office and compare the same with the documents submitted by the customer in case of any suspicion regarding the genuineness of the document and the Corporation is agreeable to reimburse expenses met by Advocate in obtaining such documents, subject to production of all such certified copies along with Report and receipt/evidence for fees paid.

xi. The Corporation shall have the right to terminate the arrangement, at any

time, with or without giving any notice, at its discretion on the grounds of

40

incompetency, negligence, doubtful integrity, undue delay or on any other ground.

xii. The Advocate/ Law Firm shall not use the Corporation name or logo in his visiting cards / Letter heads, etc

xiii. It is agreed that so long as the Advocate/Law Firm is on the panel of the Corporation for the aforesaid work, the Advocate / Law Firm shall not appear in court or act or accept any work against the Corporation in any manner whatsoever.

SCHEDULE OF FEE 1. For a single loan application

(Original documents upto 5 Nos.) - Rs.5000/- 2. For a single loan application

(Original documents between 6 to 15 Nos.) - Rs.6000/- 3. For a single loan application

(Original documents exceeding 15 Nos.) - Rs.8000/- subject to a maximum of Rs.10,000/-

Officer of the Branch Office concerned shall certify the number of title deeds for the payment of Advocate fee. Enhancement of fee on exceptional circumstances can be permitted with the approval of CMD.

IN WITNESS WHEREOF the parties hereto have hereunto met and subscribed the respective hand and seal the day and year first hereinabove written. SIGNED SEALED AND DELIVERED By the Within named Kerala Financial Corporation Branch Office In the presence of 1. ……………………… 2. ……………………… SIGNED SEALTED AND DELIVERED By the within named Advocate/Solicitor/Law Firm …………………………………………….. In the presence of 1. …………………… 2. …………………….

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Annexure F

4. For a single loan application (Original documents upto 5 Nos.) - Rs.5000/-

5. For a single loan application (Original documents between 6 to 15 Nos.) - Rs.6000/-

6. For a single loan application (Original documents exceeding 15 Nos.) - Rs.8000/- subject to a maximum of Rs.10,000/-

Officer of the Branch Office concerned shall certify the number of title deeds for the payment of Advocate fee. Enhancement of fee on exceptional circumstances can be permitted with the approval of CMD.

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Annexure – IV

LOAN AGREEMENT THIS AGREEMENT made on this the …………. day of ………….., Two Thousand

……………… BETWEEN M/S. ………….. (PRIVATE) LTD, a Private Limited Company incorporated under the Companies Act, 2013 and having its Registered Office at Room No……….., ............ District - PIN ………….., Kerala State represented by its Managing Director ……………., aged ……………., son of …………., residing at ……………. House, …………… Village, …………… PO, …………. Taluk, …………District, PIN ………. (hereinafter called “the Borrower Company”, which expression shall include its successors and assigns wherever the context or meaning thereof shall so require or permit) of the First Part.

AND THE KERALA FINANCIAL CORPORATION, a Corporation established under the State Financial Corporations Act 1951 (LXIII of 1951) and having its Head Office at Thiruvananthapuram (hereinafter called “the Corporation” which expression shall include its successors and assigns wherever the context or meaning thereof shall so require or permit) of the Second Part.

W H E R E A S

(1) The Borrower Company is an industrial concern within the meaning of Section 2 (c) of the State Financial Corporations Act 1951 (LXIII of 1951) and is engaged in …………….. at ……….., ……… District – PIN ……..

(2) On the request of the Borrower Company, the Corporation has agreed by its letter No. …………. dated ………… to lend and advance in instalments to the Borrower Company a Term Loan of ` …………../- (Rupees …………. only), subject to the covenants, terms and conditions herein contained and having the repayment thereof to be secured in the manner hereinafter expressed, and as per the terms and conditions herein below set forth.

(3) By its Resolution dated ………… the Company has accepted the terms and conditions of the loan contained in the sanction letter and all the terms, conditions, covenants and stipulations contained herein (a draft copy of this agreement having been placed before the Board for their consideration) and its Managing Director Sri. ………… has been authorized to execute this agreement on behalf of the Borrower Company.

DOC.NO. AMP2F 01 PAGE No. 1 OF 19 DATE 01.05.2010

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NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:-

(1) In pursuance of the said agreement and in consideration of the sum of ` ……………./- (Rupees ……………. only) to be lent and advanced and paid by the Corporation to the Borrower (hereinafter referred to as the “principal sum”) terms and conditions herein contained and also in the loan sanction letter No………………. dated …………… except to the extent the said letter may expressly or by necessary implication be modified by the Agreement the Borrowers shall repay the principal sum in ………….(…………….) monthly instalments commencing from the end of ……. months of the drawal of first instalment of the loan on the dates mentioned and in the manner described in the First Schedule hereunder together with interest at Base Rate linked rate of the Corporation which is at present at…….% (…….. percent) per annum (compounded) on the said principal sum of ` …………/- (Rupees ………..crore only) and such interest to be paid by monthly payments on the first day of every month from the next month of the disbursement of the loan amount.

PROVIDED that if any instalments of principal or interest is unpaid on the due date for payment thereof as provided herein, an additional interest at the rate of 2% (Two per cent) per annum over and above the aforesaid effective rates shall be paid on compound basis for the defaulted period on the defaulted amounts.

PROVIDED ALSO AND IT IS HEREBY AGREED AND DECLARED THAT all interest which shall during the continuance of their agreement accrue due on the said principal sum or any part thereof which shall for the time being remain unpaid and all other moneys which become payable under their agreement shall in case the same be not paid on the days on which they become due carry interest at the same rate computed from the respective dates of such interest or moneys accruing due upon the footing of compound interest computed at the same rate aforesaid with rests taken or made quarterly on the days hereinbefore provided for payment of interest and all such compound interest shall be a charge on the properties mortgaged and / or hypothecated to the Corporation as security for the loan but so that their provision shall not be deemed to authorize the Borrower Company to allow any interest instalment or other moneys to fall into arrears unless permitted so to do by the Corporation nor shall it in any way affect the covenant by the Borrower Company to pay interest every quarter year and to pay the principal sum and other moneys as aforesaid or the rights of the Corporation to file suits or to take other legal proceeding or to take other action under their agreement to recover the interest installments of other moneys due under their Agreement that may have been in arrears and remain unpaid and the Borrower Company shall after the same shall become due upon demand pay to the Corporation all such interest instalments and other moneys which may have become due and payable under their agreement.

II. The loan together with interest, commitment charges, costs, expenses and other

charges as stipulated in their agreement shall be secured by:

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(a) A mortgage by deposit of title deeds of the properties described in Second Schedule herein below complying with all the formalities therefore as decided and directed by the Corporation and / or

(b) A first charge by way of hypothecation of all the Borrower Company Company’s movable machineries spares tools, and accessories and other movables present and future except the book debts, stocks, stores other than spare parts, finished goods, goods in process, raw materials and other stock in trade. (The immovable and movable properties herein referred to shall hereinafter collectively referred to as “the security properties”)

(c) Guarantee from the Borrower Company, its Directors and shareholders as

stipulated in the loan sanction letter referred to above.

III. (1) All the land, buildings, plant and machinery imbedded in such land and forming part thereof and the movables including movable plant and machinery (more particularly described in Schedule II hereunder or not) are the absolute property of the Borrower Company and at the sole disposal of the Borrower Company free from any prior charge or encumbrance and restraints on alienation except the charge already created in favour of the Corporation and all future assets shall likewise be the unencumbered absolute and disposable property of the Borrower Company and the Borrower Company now have power to grant convey and assure ALL AND SINGULAR the land buildings plant and machinery and all other movables as security to the Corporation.

(2) The Corporation shall be at liberty to get the repayment of the loan guaranteed by the Reserve Bank of India under their guarantee scheme and for that purpose the guarantee organization, viz., the Reserve Bank of India shall be at liberty to inspect the industrial concern and its accounts as along as the guarantee subsists and remains in force.

(3) The sum of ` ……………./- (Rupees …………….. only) granted to the Borrower Company as loan as hereinbefore provided shall be utilized for the purpose mentioned in schedule III herein below as per the scheme submitted along with the loan application.

PROVIDED that diversion of the loan for the purpose other than those laid down

herein may be allowed by the Corporation up to a limit of 20% provided further that the development programme and scheme as a whole will not thereby be altered. The Borrower Company hereby undertake to find from its own resources the balance amount, if any required for completion of the scheme. All instalments of the loan subsequent to the first instalment shall be drawn only according to the actual requirements of the industry in accordance with the scheme and only after

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the Corporation is satisfied either by an inspection by its own officers or by a Technical Advisor appointed by it, that all amounts out of the loan previously drawn have been properly utilized in full for the purpose envisaged in the scheme for development of the industry and that there is adequate security with ............% margin to the Corporation to cover the instalment of loan sought to be drawn. All additional assets acquired with loan amounts already drawn shall also be insured as provided herein. The entire loan drawn shall be utilized for the purpose hereinafter detailed and for no other purposes whatsoever. The entire development shall be completed by the Borrower Company within a period of …….. months of the drawing of the first instalment of the loan.

PROVIDED always and it is hereby agreed and declared that in case the actual amount spent by the Borrower Company for the purpose aforesaid is less than what is actually provided for hereunder, the Corporation will have the option to reduce the loan.

IV. The Corporation will recover a commitment charge of 1% per annum (1/2% in

the case of units situated in Backward Districts) except in respect of loans granted under IDA/World Bank Credit on the undrawn portion of the loan amount after a period of six months from the date of communication of sanction of the loan till the date of actual disbursement or till the date of receipt of request for cancellation or reduction of loan.

V. The Borrower Company hereby further covenant with the Corporation as follows:-

(1) If default shall be made by the Borrower Company in the payment to the

Corporation of all or any part of the said principal sum or interest or in the performance or observance of any of the covenants conditions or provisions herein contained and on the part of the Borrower Company to be performed or observed, then and in any such case it shall be lawful for the Corporation to exercise the rights conferred on it under Section 29 of the State Financial Corporations Act, 1951 and to enter into and upon and take possession of the security properties and thenceforth quietly to possess and use and enjoy the same and receive the rents, income, profits and benefits thereof without interruption or hindrance by the Borrower Company or by any person or persons whomsoever AND that in such case the Corporation shall receive the rents, profits and income of security properties and shall appropriate the surplus of the said rents profits and income over the expenditure incurred on account of the security properties towards the discharge of the amounts due to the Corporation under these presents AND THAT freed and discharged from or otherwise by the Borrower Company well and sufficiently saved and kept harmless and indemnified of from against all and all manner of former and other estates, titles, claims, demands, charges and encumbrances whatsoever.

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(2) The Borrower Company and all other persons lawfully or equitably claiming or entitled to claim any estate right, title or interest into or upon the security properties or any of them or any part thereof respectively shall and will from time to time and at all times at the cost of the Borrower Company until sale and thereafter of the person or persons requiring the same execute make and do or cause and procure to be executed made and done every such assurance act and things for further or more perfectly assuring all or any of the security properties unto and to the use of the Corporation as shall be reasonably required.

(3) The Borrower Company will at all times during the continuance of their

agreement and the security that may be created pay all rents and taxes present as well as future and all dues duties, and outgoings whatsoever payable in respect of the security properties immediately the same shall have become due and will keep the security properties and every part thereof in a good and substantial state of repair and working order AND ALSO keep the same insured in the joint names of the Borrower Company and the Corporation against loss or damage by fire, flood, earthquake, cyclone, typhoon, hurricane, lightning, explosion and other acts of God or also by riot or other civil commotions or other risks or such of them as may be required by the Corporation from time to time and also for electrical risk in respect of electrical fittings, appliances and installations in their full value (to be determined by the Corporation in its sole discretion) with the Insurance Department of the Government of Kerala to be apportioned between the security properties in such manner as the Corporation may prescribe or approve of AND the Borrower Company shall pay all premia for renewal of such insurance, one week before the same shall become due AND shall deliver to and leave with the Corporation all policies of such insurance and all receipts of premia therefore AND all moneys to be received under such policies shall be upon trust for better securing to the Corporation the payment of all moneys due to the Corporation and subject thereto in trust for the Borrower Company and in case the Borrower Company shall neglect to keep the security properties or any part thereof in good and substantial repair and working order or to pay the rents, rates, taxes and assessments outgoings dues and duties as aforesaid or to effect or keep up such insurance as aforesaid and pay the renewal premia therefore in the manner aforesaid then and in any of such cases, it shall be lawful for but not obligatory upon the Corporation to repair and keep in good and substantial repair and working order the security properties or any part thereof and pay all such ground rents, rates taxes and assessments outgoings dues and duties and insure and keep insured the security properties in their full value or any less sum and for such time as the Corporation shall think proper and to pay the renewal premia therefore AND all moneys premia costs and charges of such repair and paying of such rents, taxes and assessments outgoings dues and duties and the making and continuing of such insurance by the Corporation as aforesaid and the payment of renewal premia therefore together with interest on all these at the same rate as on the said principal sum shall be a charge upon the security properties jointly with the said loan and interest as if they had formed part thereof AND FURTHER all sums of money received under or by

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virtue of any such insurance aforesaid shall at the option of the Corporation either be forthwith applied to the extent of the money received in or towards substantially rebuilding, reinstating and repairing the security properties or in or towards the payment of the said principal sum and interest and other moneys for the time being remaining due to the Corporation.

(4) The Borrower Company shall permit the Corporation and its servants and agents either alone or with workmen and others from time to time and at all reasonable times to enter into and upon all the security properties and to inspect the same and if upon such inspection it appears to the Corporation that the land and buildings and the plant and machinery or any part thereof requires repairs or replacements, the Corporation shall give notice thereof to the Borrower Company calling upon him to repair or replace the same including the plant and machinery and upon their failure to do so within one month of the date of the notice it shall be lawful for but not obligatory upon the Corporation to repair or replace the same or any part thereof at the expense in all respects of the Borrower Company and such expenses together with interest thereon at the same rate as on the said principal sum shall until repayment be a charge upon the security properties and form part of the loan.

(5) The Borrower Company shall not without the written consent of the

Corporation first had and obtained dismantle or remove any building or part thereof or remove the plant and machinery or any part thereof from the land and buildings and in case of such removal shall replace the same by plant and machinery and buildings of equivalent nature and value PROVIDED THAT in the event of the Corporation agreeing that any such part of the plant and machinery so removed as aforesaid is redundant or has become worn out or obsolete and need not be replaced the same may be sold and the sale proceeds applied towards the satisfaction or part payment of the loan.

(6) If the market value of any of the security properties depreciates in the opinion of the Corporation to such extent as to require further security, the Borrower Company shall within such time as may be prescribed by the Corporation in their behalf either furnish at their own cost such security as may be considered reasonable and adequate by the Corporation or reduce their indebtedness to the Corporation to the extent required by it. For the purpose of the sub clause the Corporation shall have the right at any time to engage competent valuers or assessors at the expenses of the Borrower Company and the valuation which such valuers or assessors may make in respect of the security properties shall be final and conclusively binding on the Borrower Company.

(7) The Borrower Company shall not distribute as profit during any financial year

any sum which exceeds or which when taken with any sum already distributed as profit during the same year exceeds six per cent of the capital of the Firm as on the

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last day of the period in respect of which the profit is distributed after deducting from such capital all amounts attributable to the capitalization on or after the date of their Agreement of one or more of the following namely, reserves, profits and appreciation of assets PROVIDED THAT payments made by the Firm by way of income tax on behalf of the Firm, if any shall be ignored in applying such limit of six percent to the profit distributed by the Firm among the partners. PROVIDED FURTHER that no profit shall be distributed by the Firm without the consent in writing of the Corporation first had and obtained so long as any repayment instalment or interest or other moneys due and payable to the Corporation hereunder remains unpaid for a period of one month after the same has become due and payable by the Borrower Company to the Corporation.

(8) The Borrower Company shall give all information and assistance as may be required by the Corporation or any person appointed by it in relation to the business of the said industrial concern or its accounting and other arrangements or the loan advanced to the Borrower Company under these presents and the use made of it.

(9) The Borrower Company shall keep proper books of business including books of

accounts, as per applicable accounting practices and standards, which should correctly reflect its financial position and scale of operations and should not radically change its accounting system without notice to the Corporation and shall have then at all times posted up and shall permit the Corporation or any person appointed by it for that purpose to examine such books at all reasonable times and take copies or extracts there from.

(10) The Borrower Company shall carry on their business with due diligence

and in accordance with the recognized practice thereof and to the best advantage and shall comply with the provision of all laws and lawful direction and rules of Government or authority relating thereto and shall see that the security to be created in favour of the Corporation or the value thereof is not in any way prejudicially affected by any infringement or violation of any such law direction or rule.

(11) The Borrower Company shall not at any time during the continuance of their Agreement sell, mortgage, lease, transfer, exchange or otherwise dispose of or create any lien or charge by way of hypothecation, pledge or other encumbrance in respect of the security properties or any part thereof (including machinery spares and machinery stores forming part of the plant and also including all future assets and acquisitions of the Borrower Company) except with the consent in writing of the Corporation first had and obtained and subject to such terms and conditions as may be imposed by the Corporation in its discretion.

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(12) The Borrower Company shall not allow a Receiver to be appointed of their undertaking or any part thereof or any distress or execution to be levied or enforced upon or against the security properties or part thereof or create or purport or attempt to create any charge or mortgage ranking or which by any means may be made to rank on the security properties or any part thereof pari passu with or in priority to the security to be created in favour of the Corporation.

(13) The Borrower Company shall keep the Corporation fully informed of all important or serious matters regarding the affairs of the said industrial concern or pertaining to the security properties and shall also submit to the Corporation half yearly pro forma balance sheets and profit and loss accounts and also annual audited balance sheets and profit and loss accounts and other periodical reports in such form as the Corporation may require.

(14) Except with the previous consent of the Corporation in writing and

subject to such terms and conditions as may be imposed by it, the Borrower Company shall not, during the continuance of their agreement make or cause to be made any change in the Company’s capital structure and constitution, without previous consent of the Corporation. The Borrower Company shall not induct into its Board a person whose name appears in the wilful defaulters list of RBI/CICs and in case such a person is already on the Board of the Company, it would take expeditious and effective steps for removal of that person from its Board, except in the case of nominee directors, nominated by the Corporation.

(15) The Borrower Comapny agrees that in the event of default in repayment

of loan with interests and costs, Corporation has right to appoint its nominee on the Board of directors of the company to look after its interests.

(16) The Borrower company understands that in stressed situation or

restructuring of debt, the regulatory guidelines provide for conversion of debt to equity and it is agreed that the Corporation shall have right to convert loan to equity or other capital in accordance with the regulatory guidelines and Borrower Company further agrees that in such a scenario the Borrower Company shall facilitate the process of conversion of loan to equity or other capital.

(17) The Borrower Company shall forthwith and from time to time as may be

required by the Corporation make such alterations or additions to the Company’s memorandum of association and articles of association as may be necessary to conform to these presents.

(18) During the continuance of their Agreement the Borrower Company shall

keep all documents of title relating to the security properties with the Corporation as security for the loan.

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(19) The securities created by the Borrower Company for the loan in favour of the Corporation shall be subject to the powers provisions and conditions contained in the State Financial Corporations Act, 1951 (LXIII of 1951), The Recovery of Debts dues to Banks and Financial Institutions Act 1993 (Act 51/1993), The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Act 2002 (Act 54/2002) and The Insolvency and Bankruptcy Code 2016 (Act 31/2016) and Kerala Revenue Recovery Act 1968 (Act 15/1968) including any amendment thereof made from time to time and Rules, Regulations, Notifications and orders made there under or Rules made by the Board of Directors of the Corporation which shall be in addition to the terms and conditions herein contained.

(20) The Borrower Company shall not admit any Kudikidappukar in the security properties.

(21) The Borrower Company shall display in a conspicuous part of all the

plant and machinery mortgaged or hypothecated in favour of the Corporation Name Boards written legibly either in English or Malayalam stating that the said plant or machinery are hypothecated / mortgaged to the Corporation. If upon such inspection as hereinbefore provided by any of the Officers of the Corporation it is found that the Borrower Company has not displayed such Boards on any of the Plant and Machinery, the same shall be treated as default on the part of the Borrower Company sufficient to recall the loan and to take such appropriate action deemed fit by the Corporation. In case of default by the Borrower Company, it is also open to the Corporation to put up such Boards at the expense of the Borrower Company.

VI. PROVIDED FURTHER AND IT IS HEREBY AGREED AND DECLARED THAT - (1) The said principal sum to be lent and advanced by the Corporation to the

Borrower Company shall be utilized only for the purposes allowed by the Corporation as hereinbefore expressed and for no other purpose whatsoever PROVIDED ALWAYS and it is hereby agreed and declared that it shall be lawful for the Corporation to deduct from any moneys to be lent and advanced by it as hereinbefore expressed any arrears of interest or repayment instalment or other moneys due to it under these presents PROVIDED FURTHER THAT nothing herein contained shall be deemed to affect or prejudice the rights and powers of the Corporation under these presents including its right to call for the whole of the loan in default of payment of any repayment instalment or breach of any other term of these presents.

(2) In the event of the Corporation increasing during the subsistence of their agreement the rate of interest payable on loans advanced by it and giving notice by email or any other mode of communication or by a general notification of the same in any vernacular daily having circulation in the District where the Firm’s office is situated or otherwise as stated hereinafter, to the Firm of such increase or

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increases, the Borrower Company shall pay from the date of such notice interest on the said principal sum or any part thereof remaining undischarged with him for the time being, at the increased rate in force from time to time notwithstanding anything hereinbefore contained.

(3) All account books, bills, invoices, vouchers, receipts and other documents or evidence required by the Corporation for being satisfied about the utilization of the instalment or instalments of the loan lent and advanced to the Borrower Company and the creation or acquisition of additional security of sufficient value necessary for advancing further instalment or instalments of the loan to him shall be produced by the Borrower Company whenever required by the Corporation at the Corporation’s office or at the places and before the officers, Technical Experts, Valuers or Assessors specified by the Corporation AND for the said purpose it shall also be lawful for the Corporation to have such local Inspection conducted by its officers or other agencies as it deems fit at the cost of the Borrower Company. The decision of the Corporation about the utilization of the instalments of the loan the value and sufficiency of the additional security created or acquired and the costs of local inspection shall be final and conclusively binding on the Borrower Company.

(4) It shall be lawful for the Corporation at any time without any further consent of the Borrower Company to sell or concur with any other person in selling the security properties or any part thereof either by public auction or private contract and as to the plant and machinery either together with the land and buildings or separately there from with liberty to make any arrangements as to the removal of the plant and machinery sold separately from the land and building and with liberty also to make such conditions or stipulations respecting title or evidence of title or other matters as the Corporation may deem power with power to buy the security properties at any sale by auction or to rescind or vary any contract for sale and to resell the security properties without being answerable or responsible for any loss or diminution occasioned thereby and with power also to execute assurance and give effectual receipts for the purchase money and do all other acts and things for completing the sale which the person or persons exercising the power of sale shall think proper AND aforesaid power shall be deemed to be a power to sell and concur in selling the security properties without the intervention of the Court within the meaning of Section 69 of the Transfer of Property Act, 1882 AND IT IS HEREBY FURTHER AGREED AND DECLARED that the moneys arising from any such sale shall first be applied for reimbursement of the costs and expenses incurred by the Corporation in connection with such sale or otherwise incurred in relation to the covenants conditions and such stipulations contained in their agreement and balance after such reimbursement shall be applied by the Corporation towards the discharge of all the moneys due to it under the provisions of their agreement and the surplus if any after such discharge shall be paid to the Borrower Company.

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(5) The power of sale hereinbefore contained shall not be exercised by the Corporation unless and until (a) default shall have been made by the Borrower Company in payment of any instalment of repayment or any part thereof on the due date thereof and for the space of three calendar months next after the notice in writing required by Section 29 of the State Financial Corporations Act, 1951 and Sub-Section 2 of Section 69 of the Transfer of Property Act, 1882 requiring the payment of any repayment instalment or such part thereof as may for the time being be due shall have been served on the Borrower Company or (b) interest amounting at least to Rs.500/- (Rupees Five Hundred only) shall be in arrears and remains unpaid for three months after becoming due.

(6) All other provisions and trusts ancillary to the power of sale which are contained in Section 69 of the Transfer of Property Act 1882, shall apply in relation to the security properties.

(7) Upon any such sale as aforesaid the receipt of the Corporation for the

purchase money shall effectually discharge the purchaser or purchasers there from and from being concerned to see the application thereof being answerable for the loss or misapplication thereof.

(8) The Corporation shall have the right to appoint any of its officers, or other

person as Receiver of the security properties and all the provisions powers and trusts contained in Section 69 A of the Transfer of Property Act 1882, shall apply to the Receiver appointed by the Corporation.

(9) Section 67 A of the Transfer of Property Act shall not apply to the mortgage

security that may be created. (10) It shall be lawful for the Borrower Company to retain possession of and use

the security properties until the Corporation shall be entitled to take possession thereof under these presents or by virtue of the provisions of the State Financial Corporations Act 1951 and shall take possession thereof accordingly.

(11) The Borrower Company shall in no case exercise the power of leasing

contained in Section 65A of the Transfer of Property Act in relation to the security properties without the written consent of the Corporation first had and obtained.

(12) The Corporation shall not be answerable or accountable for any involuntary

losses which may happen in or about the exercise or execution of any of the powers or trusts which may be vested in the Corporation by virtue of these presents or by Legislative enactment.

(13) Over and above other provisions herein contained and without prejudice thereto in the event of the Borrower Company making any default in the

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repayment of the loan or failing to comply with any of the terms and provisions of these presents the Corporation shall have the right vested in it under Section 29 of the State Financial Corporations Act, 1951 or under section 13 of the Securitisation and Reconstruction of Financial Assets and Enforcement of security Interest Act 2002 to take over the management of the whole concern and business of the Borrower Company as well as the right to sell and realize all the security properties and assets to be mortgaged to the Corporation and the Borrower Company shall in such event forthwith on demand by the Corporation hand over charge and management of the whole of their business and undertaking to the Corporation in exercise of any of the powers of sale and realization under the foregoing provisions shall vest in the transferee as if the sale had been made by the Borrower Company themselves AND further that the Corporation shall have the same rights and powers in respect of the goods manufactured or produced wholly or partly from goods forming part of the security created as the Corporation has with respect to the original goods AND lastly that if any when the Corporation shall take over the management of the business and undertaking of the Borrower Company under the foregoing provisions, the Corporation shall be deemed to be the owner of the assets and concern of the Borrower Company for purposes of all suits by or against the Borrower Company and shall sue and be sued in the name of the Borrower Company.

(14) The Corporation may at any time during continuance of these presents by notice require the Borrower Company to discharge forthwith in full their liabilities to the Corporation.

(a) If it appears to the Corporation that false or misleading information in any

material particular was given in application made by the Borrower Company to the Corporation for the loan; or

(b) If the Borrower Company has failed to comply with any of the terms of their

contract with the Corporation in the matter of the said loan whether incorporated in these presents or not; or

(c) If there is reasonable apprehension that the Borrower Company are unable to

pay their debts or that proceedings to declare the Borrower Company as insolvent may be commenced; or

(d) If the security properties and assets are not insured and kept insured by the Borrower Company or if the security properties depreciate in valuation in the opinion of the Corporation and further security to the satisfaction of the Board is not given; or

(e) If without the permission of the Corporation any building in the security

properties is dismantled or any machinery plant or other equipment, whether

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forming part of the security or otherwise is removed from the land and building without being replaced; or

(f) If for any reason it is necessary in the opinion of the Corporation to protect the

interests of the Corporation.

(15) Notwithstanding anything hereinbefore contained the whole of the said principal sum remaining undischarged with the Borrower Company and interest and all other moneys payable under these presents to the Corporation shall become forthwith due and payable by the Borrower Company to the Corporation and over and above the right and powers of the Corporation under the State Financial Corporations Act, 1951 and other provisions herein contained and without prejudice to such right and powers the Corporation shall have the right by notice in writing to require the Borrower Company forthwith to discharge in full their liabilities to the Corporation under these presents and to enforce the security upon the happening of any of the following events namely:

(a) any repayment instalment being unpaid upon the due date thereof; (b) any interest remaining unpaid and in arrears for a space of three months after

the same shall have become due whether demanded or not; (c) the Borrower Company committing any breach or default in the performance

or observance of these presents or any other term or condition relating to the advance;

(d) the Borrower Company entering into any arrangement or composition with

their creditors; (e) execution or distress being enforced or levied against the whole or any part of

the security properties; (f) a Receiver being appointed in respect of the whole or any part of the security

properties; (g) the Borrower Company ceasing or threatening to cease to carry on their

business; (h) the occurrence of any circumstance which is prejudicial to or impairs, imperils

or depreciates or is likely to prejudice, impair, imperil or depreciate the security that may be given to the Corporation;

(i) the occurrence of any event of circumstance which would or is likely to

prejudicially or adversely affect in any manner the capacity of the Borrower Company to repay the loan;

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On the question whether any of the above events has happened or not the decision of the Corporation shall be conclusive and binding on the Borrower Company.

(16) After the Corporation entered into or taken possession of the security

properties or any part thereof or after a Receiver thereof shall have been appointed as aforesaid it shall be lawful for but not obligatory upon the Corporation or Receiver as the case may be to carry on the business in and with the security properties or any of them and to manage or conduct the same as the Corporation or the Receiver shall in its or their absolute discretion think fit and proper add for purpose of the said business to employ such agents, managers, engineers technical men, receivers, Legal Advisers, Accountants, servants and workmen upon such terms and conditions as to remuneration or otherwise as it or he may think fit and proper and to renew, repair and replace such of the plant, machinery and effects of the Borrower Company as shall be worn out or lost or otherwise become unfit for use and generally to do or cause to be done all such acts deeds and things and to enter in to such arrangements or contracts respecting the security properties or the working of the same or any part thereof as it or he could do if it or he were absolutely entitled there to PROVIDED that all the powers provisions and trusts referred to above shall be independent of and over the above all the powers rights and privileges which the Corporation is by virtue of the State Financial Corporations Act 1951 as amended from time to time or any other law for the time being in force entitled to exercise.

(17) All the pieces or parcels of land, hereditaments and premises including

buildings and structures erected or to be erected on the security properties which may at any time during the subsistence of this agreement be acquired, obtained or possessed of by the Borrower Company or to which the Borrower Company may become entitled to AND ALL AND SINGULAR the engines machinery (whether fixed or movable and whether attached to the security properties or not) plant, electric and other installations implements, equipments, tools, utensils, appliances, accessories articles and other things which may at any time hereafter during the subsistence of this agreement be affixed installed or erected or brought in or upon the security properties or used in connection therewith and which belong to the Borrower Company or are capable of being transferred by the Borrower Company and either in addition to or substitution for the land and buildings and plant and machinery that maybe mortgaged or any part thereof shall be included in the security of the Corporation and shall for the purpose of these presents be deemed to form part of the security properties and the Borrower Company shall, if called upon by the Corporation by notice in writing and at their own cost forthwith execute and register in favour of the Corporation such mortgage pledge, hypothecation or other instruments as may be required by the Corporation; granting, assigning, releasing conveying and assuring the same to the Corporation and upon the same terms and conditions as are herein contained and for the purposes aforesaid the Borrower Company shall do or cause to be done all such acts, deeds and things as may be required by the Corporation.

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18) If the security property or any part thereof shall at any time or times be taken

up by Government or by any person or body entitled to do so the Corporation shall be entitled to receive the whole of the compensation which the Borrower Company shall be entitled or be declared entitled to and apply the same or a sufficient portion thereof towards payment of all the amounts due under these presents to the Corporation And all Proceedings for ascertainment and apportionment of the compensation payable for the security properties or any part thereof shall if so required by the Corporation, be conducted by the Borrower Company through the attorneys and engineers of the Corporation and if the Borrower Company shall not do so then the Corporation shall be entitled to engage another set of attorneys and engineers and the Borrower Company shall on demand pay to the Corporation all costs charges and expenses that may be incurred by the Corporation with interest thereon at the same rate as on the said principal sum from the time of the same having been so incurred and until such repayment the same shall be a charge upon the security properties and in all proceedings in Courts of Law or Tribunals or before public or other officers wherein the Corporation shall be entitled or required to appear or to take part the Corporation shall be entitled to appear by attorneys, counsel, architects, engineers and other professional persons and all costs charges and expenses between attorney and client incurred by the Corporation shall be repaid by the Borrower Company to the Corporation with interest at the rate aforesaid and all such moneys and interest shall until repayment be a charge on the security properties.

(19) Until repayment of all moneys due hereunder; the Corporation shall without

prejudice to its other rights referred to above have the following rights:- (a) The right to appoint from time to time a member of its staff or an auditor

qualified under provisions of the Companies Act, 2013 for supervising the accounting and other arrangements of the Borrower Company and for securing that the moneys hereby agreed to be lent and advanced to the Borrower Company are put to the best use of the said industrial concern and used for the purposes allowed by Corporation and the remuneration payable to and all other expenses relating to the member or auditor so appointed by the Corporation shall be borne and paid by the Borrower Company and shall be a charge upon the security properties and recovered by the Corporation with interest thereon at the same rate as on the said principal sum in the event of the Borrower Company failing to pay the same on demand PROVIDED THAT the aforesaid right shall be exercised by the Corporation only when it appears to the Corporation that the affairs of the Borrower Company are not duly and properly managed or when there is a reasonable apprehension that the position of the Borrower Company is jeopardized or if for any reason it is necessary in the opinion of the Corporation to protect the interests of the Corporation PROVIDED FURTHER and it is expressly agreed that the decision of the Corporation as to whether the aforesaid power should be exercised shall be final and conclusively binding on the Borrower Company.

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(b) The right to appoint from time to time a qualified person or a valuer or

appraiser approved or selected by the Corporation for the purpose of making a valuation of the security properties or any portion thereof and the remuneration payable to and all other expenses relating to such qualified person or valuer or appraiser shall be borne and paid by the Borrower Company and the same shall be a charge upon the security properties and be recovered by the Corporation with interest at the aforesaid rate if not paid on demand.

(20) It is further agreed that the Corporation is at liberty to make arrangements

with any other banks or financial institution to assign or transfer the MSME portfolio, including the loan outstanding of the borrower company.

(21) The Corporation will also be at liberty to furnish to the Small Industries Development Bank of India / Credit Information Bureau of India Limited (CIBIL) /Central Registry of Securitisation Asset Reconstruction and Security Interest of India (CERSAI) such information or report whether received from the Borrower Company or otherwise in the Corporation’s possession relating to the Firm.

(22) (i) The Borrower Company understands that as condition, relating to grant of the loan to the Borrower Company, Corporation reserves right for the disclosure of information and data relating to the Borrower Company, of the credit facility availed of/to be availed, by the Borrower Company, obligations assumed/to be assumed, by the Borrower Company, in relation thereto and default, if any, committed by the Borrower Company, in discharge thereof to Credit Information Bureau India Ltd. / Small Industries Development Bank of India/ Central Registry of Securitisation Asset Reconstruction and Security Interest of India (CERSAI).

(ii) Accordingly, the Borrower Company hereby agrees for the disclosure by the Corporation of all or any such:

(a) information and data relating to the Borrower Company (b) the information or data relating to any credit facility availed of/to be availed,

by the Borrower Company, and (c) default, if any, committed by the Borrower Company, in discharge of the

Borrower Company’s such obligation, as Corporation may deem appropriate

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and necessary, to disclose and furnish to Credit Information Bureau (India) Limited (CIBIL) /Small Industries Development Bank of India (SIDBI)/ Central Registry of Securitisation Asset Reconstruction and Security Interest of India (CERSAI) and any other agency authorized in this behalf by Reserve Bank of India.

(iii) The Borrower Company, declares that the information and data furnished by

the Borrower Company to the Corporation are true and correct.

(iv) The Borrower Company, further agrees that (a) the Credit Information Bureau (India) Limited / Small Industries

Development Bank of India/Central Registry of Securitisation Asset Reconstruction and Security Interest of India (CERSAI) or any other agency so authorized may use, process the said information and data disclosed by Corporation in the manner as deemed fit by them; and

(b) the Credit Information Bureau (India) Limited / Small Industries Development Bank of India / Central Registry of Securitisation Asset Reconstruction and Security Interest of India (CERSAI) and any other agency so authorized may furnish for consideration, the processed information and data or products thereof prepared by them, to Banks/Financial institutions and other credit grantors or registered users, as may be specified by Reserve Bank in this behalf.

VII. The Borrower Company shall pay all costs charges and expenses between attorney and client in anywise incurred or paid by the Corporation of and incidental to or in connection with these presents or the security including expense incurred by the Corporation of its agents towards the inspection of the security properties and incurred as well for the assertion or defence of the rights of the Corporation for the protection and security of the security properties and for the demand realization and recovery of the said principal sum interest and other moneys payable to the Corporation and the same shall on demand be paid by the Borrower Company to the Corporation with interest thereon at the same rate as on the said principal sum from the time of the same having been so incurred and until such payment to the Corporation the same shall be a charge upon the security properties.

VIII. The Borrower Company hereby agrees to pay premium, at the rate prevailing at the time of premature closure as fixed by the Corporation when the borrower prefers to close the loan account before the period of repayment set by this agreement, whether it is demanded or not and the borrower shall not claim release of the documents from the Corporation till the payment is affected.

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IX. In the event of the Borrower Company not complying with any of the conditions aforesaid, the Corporation shall have the right by notice to require the Borrower Company to discharge forthwith all their liabilities then remaining payable as if the time for the payment thereof had expired Provided that any demand or acceptance by the Corporation after service on the Borrower Company of such notice of any part of the principal sum or interest or any other moneys shall not constitute a waiver of the Corporation under such notice to demand and recover at any time by any suit or proceedings or otherwise the entire amounts whatsoever secured by these presents.

X. The Borrower hereby agree that the provisions of The Recovery of Debts Due

to Banks and Financial Institutions Act 1993 (Act 51/1993), The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (Act 54/2002) and The Insolvency and Bankruptcy Code 2016 (Act 31/2016) shall be made applicable to enforce the securities to recover the dues payable to the Corporation, in addition to provisions of the SFC Act

XI. The Borrower Company hereby agrees that the dues payable to the

Corporation shall be liable to be recovered as if such dues were arrears of land revenue under the provisions of the Kerala Revenue Recovery Act and that recourse to such procedure shall not prejudice any other mode of recovery, under the State Financial Corporations Act/SARFEASI Act/ Insolvency and Bankruptcy Code of India or any other law for the time being in force.

XII. THE Borrower Company jointly and severally shall be liable for fulfilling all the

obligations to the Corporation under these presents and it shall be lawful for the Corporation to proceed against the Firm and its assets and the person and other properties of all or any of the partners as well to enforce all the said obligations.

XIII. It is hereby agreed and declared that the Corporation shall have the right to vary at its discretion the terms and conditions for the utilization of the loan amount by the Firm for completion of the whole or part of the development programme or to grand any time or indulgence or to enter into and composition or make any other arrangements with the Firm as the Corporation may think fit without discharging or affecting the individual partner’s liabilities under these presence.

XIV. Any notice required to be served on the Borrower Company shall for the

purpose of these presents be deemed to be sufficiently served if it is published in any vernacular daily having circulation in the District where the Firm’s office is situated or if it is left at the office of the said industrial concern or left or affixed on any part of the land and buildings or the plant or mailed to the e mail address or provided by the borrowers or any other mode of service as Corporation deems fit and such service shall be deemed to be properly and duly effected if it is sent by post in a registered letter addressed to the Firm at its registered office and such service shall be deemed to have been made at the time at which the registered

60

letter would in the ordinary course be delivered even though returned unserved on account of the refusal of any party or otherwise howsoever.

XV. The Borrower Company specifically agree that this loan agreement shall be in full force and effect, so long as any money due to the Corporation under this loan transaction as per the terms, conditions and covenants herein contained, remains unpaid and the same shall not be repudiated questioned or annulled by them at any time during the said period.

XVI. For all or any of the aforesaid purposes the Borrower Company hereby irrevocably appoints the Corporation as well as the Receiver or Receivers to be appointed under these presents jointly and severally to be its attorney or attorneys and in the name and on behalf of the Borrower Company to execute and do all acts deeds and things which the Borrower Company ought to execute and do under the covenants and provisions herein contained and generally to use the name of the Borrower Company or the said industrial concern in the exercise of all or any of the powers by these presence conferred on the Corporation or any receiver appointed by it.

XVII. It is further agreed that the Corporation at liberty to assign/transfer/novate the debt and the benefits of these presents and the securities for the facility and security documents to any other Banks or Financial Institutions or Asset Reconstruction Companies or Securitization Companies or NBFCs or to any Agencies /Institutions in connection with securitization/assignment of the debt or any other purpose felt necessary by the Corporation, in respect of the loan advances granted/agreed to be granted by the Corporation to the Borrower whenever required by the Corporation, do so at the expense of the Borrower, do and execute and join the doing and executing of all such acts, things, deeds, documents or assurances as the Financial Institutions/Banks may require for perfecting such assignments. The Corporation shall be at liberty to furnish to any such Banks/FIs established or to be established any information and for report whether received by the Corporation from the Borrower or otherwise in Corporation’s possession. In the event of such transfer of loan facilities/line of credit such Banks/FIs are entitled to enforce this agreement and securities as if this agreement is entered into in its favour. XVIII. The Borrower company further agrees that in case of default in the repayment of the loan with interest and costs, Corporation and RBI/SIDBI will have unqualified right to disclose or publish the borrower’s name or names of the directors of the borrower company as defaulters/willful defaulters in such manner and through such medium as the Corporation in its discretion thinks fit.

XI. The Borrower Company further covenants with the Corporation that the terms

of the sanction of the loan should be subject to such additional terms and

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conditions as may be stipulated by Small Industries Development Bank of India, while sanctioning the loan.

IN WITNESS WHEREOF (1) M/S. …………….. (PRIVATE) LIMITED, the

Borrower Company, represented by its Managing Director AND (2) …………………. Assistant Manager (Legal) of the Corporation for and on behalf of the Corporation have hereunto set their hands the day and the year first above written.

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THE FIRST SCHEDULE

(Details of Repayment of Term Loan)

The principal amount of the Term Loan of ` ………./- (Rupees ………. only) shall be repaid in …… (……….) monthly instalments, the ………… to ………. instalments at the rate of ` ………./- each OR as intimated by the Corporation.

The payment of principal installments is to be made on the 1st day of every month

beginning from the end of …… months from the date of issue of cheque for the first disbursement of the loan.

The rate of interest shall be based on credit rating linked with Base Rate system, which will be as follows:

Type of loan

Base rate (A)

Reset Period of

base rate

Spreads (B)

Reset Period of spreads

Gross rate

(A+B)

Remarks

TL

Yearly * Yearly*

WCL

Yearly * Yearly*

*Or any other period as specified by the Corporation from time to time.

a. Base rate/spreads prevailing on the date of first disbursement shall be applicable and will remain unchanged until the date of next reset. The rate of interest will be calculated based on the base rate plus spreads. The spreads are subject to variation in case the rating is downgraded.

b. If the unit is having a valid rating as on reset date, the rate as per the band then prevailing will be set for the account wef. 1st of the following month.

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c. The principal and interest is due on first of every month. 2% penal interest will be charged for the defaulted amount for the defaulted period. 0.5% of rebate will be allowed for prompt repayment. Rebate for prompt repayment will be paid only if the insurance of all assets is current and the policy is taken in the joint name of firm and KFC.

d. The rate of interest is linked to base rate and spreads of the Corporation. The base rate and spreads are subject to review and variation from time to time and also subject to changes in the financial position of the borrower. The base rate/spread/reset period notified by the Corporation on its website and notice Board of the branch office shall be conclusive notice to the borrower in respect of changes of base rate/ spreads/reset period. The Borrower hereby specifically waives serving notice by the Corporation for any variation in the reset period/ base rate /spreads, including enhancement from time to time.

e. The Borrower agrees that the rate of interest may increase on account of variation in Base rate / spread/ rating and in that case borrower agrees to pay he revised rate of interest. The Borrower also agrees that if such revised rate of interest is not acceptable, he shall make the repayment of entire balance outstanding in the loan account with in a period of 30 days from the date of reset of rate of interest without pre-payment charges.

f. The Corporation reserves the right to reset a loan on a yearly/half yearly/quarterly basis or at any time it deems fit.

g. The latest audited Financial statements of the corresponding immediate preceding FY of the unit should be submitted before 15th Dec (or any such date specified by the Corporation from time to time), every year.

h. In case the account is in NPA category as on reset date, the interest rate as per the highest band then prevailing to the respective sector shall be made applicable to that account as on reset date. In case any unit is not rated/re-rated with audited Financial statements of corresponding immediate preceding FY, the business strategy premium of that unit shall be increased by 1%, wef.01 Jan.

i. In case a unit has been re-rated after the additional business strategy premium has been charged and if such rating is valid, the additional business strategy premium charged in the account shall be reversed with prospective effect from 1st of the following month, except in cases where the rating is downgraded. If the rating of the unit is downgraded after re-rating in such cases, the additional business strategy premium of 1% charged will continue till the next reset date.

j. The rebate for prompt repayment (ie @0.5%) shall be allowed to all

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units under base rate system including for special schemes, subject to condition that net effective interest rate after rebate shall not fall below prevailing base ratte.

THE SECOND SCHEDULE (Details of Land, Buildings, and other assets)

Registration District :

Registration Sub District :

Taluk :

Village :

Desom :

Item No.

TP No.

Survey No Tenure Extent

Hectare Cents

BOUNDARIES:-

East : West :

North : South :

Together with ............ , improvements and all other things contained therein. M/s. ……….. )P Ltd, the Borrower company …………………….acquired the aforesaid property as per Sale Deed No. ……………….. dated ……………. of SRO, …………….

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THE THIRD SCHEDULE

(Details of purpose of Term Loan)

For …………………. : ` ……………./-

(RUPEES …………….. ONLY)

THE SEAL OF M/S. ……………. (PRIVATE) LIMITED the Borrower Company,

(2) ………….. the Mg. Director

(3) ……………….. the Director of the Borrower Company who have signed these presents SIGNED BY:-

1) ……………. the Mg. Director

of the Borrower Company who have signed these presents for and on behalf of the said Company pursuant to its Resolution passed on the ……….. day of

…………., 20….. AND (2) …………….. Signature : - Name : -

Designation : -

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(for and on behalf of Corporation)

ANNEXURE - IV A

LOAN AGREEMENT

THIS AGREEMENT made on this the ………. day of ……….., Two Thousand

.............. BETWEEN …………., aged ………, son of ………., residing at …….. House, ………. , ………… Village, ……….. PO, ………. Taluk, …………District, PIN ………….. (hereinafter called “the Borrower which expression shall include his heirs, executors, administrators, legal representatives and assignees wherever the context or meaning thereof shall so require or permit) AND …………., aged ………, son of ………., residing at …….. House, ………. , ………… Village, ……….. PO, ………. Taluk, …………District, PIN ………….. (hereinafter called “the Co- obligant” which expression shall include his heirs, executors, administrators, legal representatives and assignees wherever the context or meaning thereof shall so require or permit) (the Borrower and the Co- obligant are jointly referred to hereinafter as “the Borrowers” which expression shall include the successors and assigns of the Firm and the heirs, executors, administrators and assigns of the Partners wherever the context or meaning thereof shall so require or permit) of the First Part.

AND THE KERALA FINANCIAL CORPORATION, a Corporation established under the State Financial Corporations Act 1951 (LXIII of 1951) and having its Head Office at Thiruvananthapuram (hereinafter called “the Corporation” which expression shall include its successors and assigns wherever the context or meaning thereof shall so require or permit) of the Second Part.

W H E R E A S (1) The Borrower is engaged in the business of manufacture of ……………. and is an industrial concern within the meaning of Section 2 (c) of the State Financial Corporations Act, 1951 (LXIII of 1951) and is known as M/S. ………… …………. PO, ……….. District PIN …….. (hereinafter referred to as “the said industrial concern”).

DOC.NO. AMP2F 01 PAGE No. 1 OF 18 DATE

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(2) On the request of the Borrower, the Corporation has agreed by its letter No. …………….. dated …………….. to lend and advance in instalments to the Borrower a Term Loan of ` ……………/- (Rupees …………… only), subject to the covenants, terms and conditions herein contained and having the repayment thereof to be secured in the manner hereinafter expressed, and as per the terms and conditions herein-below set forth. NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:-

ANNEXURE-IVB

LOAN AGREEMENT THIS AGREEMENT made on this the ….. ..day of ....................................

BETWEEN M/S. ………….., a Partnership Firm registered under the Indian Partnership Act, 1932 having its Registered Office at …………, …………PO, …………… District acting through its Partners (1) ………….., aged ………., son of ……….., residing at ……….. House, ………….Village, ……….. Taluk, …………..PO, District, Kerala State, PIN ……….. (2) ………….., aged ………., son of ……….., residing at ……….. House, ………….Village, ……….. Taluk, …………..PO, ................... District, Kerala State, PIN ……….. (hereinafter called “the Firm” which expression shall include its successors and assigns wherever the context or meaning thereof shall so require or permit) AND (1) ………….., aged ………., son of ……….., residing at ……….. House, ………….Village, ……….. Taluk, …………..PO, District, Kerala State, PIN ……….. (2) ………….., aged ………., son of ……….., residing at ……….. House, ………….Village, ……….. Taluk, …………..PO, District, Kerala State, PIN ……….. (hereinafter called “the Partners” which expression shall include their heirs, executors, administrators and assignees wherever the context or meaning thereof shall so require or permit) (The Firm and the Partners are jointly referred to hereinafter as “the Borrowers” which expression shall include the successors and assigns of the Firm and the heirs, executors, administrators and assigns of the Partners wherever the context or meaning thereof shall so require or permit) of the First Part:

DOC.NO. AMP2F 01 PAGE No. 1 OF DATE 01.05.2010

68

AND KERALA FINANCIAL CORPORATION, a Corporation established under the State Financial Corporations Act 1951 (LXIII of 1951) and having its Head Office at Thiruvananthapuram (hereinafter called “the Corporation” which expression shall include its successors and assigns wherever the context or meaning thereof shall so require or permit) of the second part.

W H E R E A S

(1) The Firm is composed of ……….. partners and has been registered under the Indian Partnership Act, 1932 with the Registrar of Firms, Kerala as No…………

(2) The Firm is engaged in the business of ……………. and is an industrial

concern within the meaning of Section 2 (c) of the State Financial Corporations Act 1951 (LXIII of 1951) and has its Registered Office at Room ……………., ................... District.

(3) On the request of the Borrowers, the Corporation has agreed by its

letter No. ………….. dated …………… to lend and advance in instalments to the Borrowers a term loan of ` ……………/- (Rupees …………….. only), subject to the covenants, terms and conditions herein contained and having the repayment thereof to be secured in the manner hereinafter expressed in the First Schedule and as per the terms and conditions herein below set forth.

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ANNEXURE – V

DOC.NO. AMP2F 08 PAGE No. 1 OF DATE 01.05.2010

(LOAN NO. ………. ) From

M/S. …………. (P) LTD. represented by its Managing Director ………….. …………..Village, …………… PO, the Borrower Company …………….. Taluk, ………….. District, PIN ………… To The Managing Director,

Kerala Financial Corporation, Head Office, Vellayambalam, Thiruvananthapuram – 33

Sir, Sub:- Term loan of ` ……………/- sanctioned by you, the Kerala Financial

Corporation to the Borrower Company M/s. …………….. (P) Ltd., ……………, - Creation of equitable mortgage by physical deposit of title deeds - Reg.

***** We have today received back from you, the Kerala Financial Corporation, the

title deeds, writings and evidences mentioned below in order to enable us to create an equitable mortgage by deposit of title deeds of the property situated in R.S. No………… (O.S No…………. of ………… Village, ………… Desom, ………… Taluk, …………District owned by the Borrower Company in favour of you as security for the Term Loan of ` …………./- (Rupees ………….. only) sanctioned to the Borrower Company M/s. ………….. (P) Ltd. together with interest, compound interest, additional interest, commitment charges, costs, charges and other moneys, that may be payable by us to the Corporation.

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List of Title Deed

Yours faithfully,

M/S. ……………. (P) LTD. represented by its Managing Director ………………. (the Borrower Company) Place

ANNEXURE– VI

DOC.NO. AMP2F 04 PAGE No. 1 OF 2 DATE 01.05.2010

(LOAN NO. …………… )

From M/S. …………… (P) LTD.

represented by its Managing Director ……………., . ……….Village, ………….. PO, the Borrower Company ………….Taluk, …………. District, PIN …………….. To The Managing Director,

Kerala Financial Corporation, Head Office, Vellayambalam, Thiruvananthapuram – 33

Sir, Sub:- Term loan of ` …………./- sanctioned by you, the Kerala Financial

Corporation to the Borrower Company M/s. ……………… (P) Ltd., ……….., - Creation of equitable mortgage by physical deposit of title deeds - Reg.

***** This is to confirm and place on record that we have visited your office and have

deposited with you on ………., by deposit at your office at ..................., the title deeds specified in the First Schedule hereto relating to the property situated in R.S. No……….. (O.S No………..) of ………. Village, ……….. Desom, ………..Taluk, …………. District owned by THE Borrower Company more particularly described in the Second Schedule hereto with intent to create an equitable mortgage security by deposit of title deeds, on the said property together with all superstructures and all other things contained therein, to secure due repayment and discharge by us to you the Term Loan of ` ……………./- (Rupees three crore only) sanctioned to the Borrower Company M/s……………. (P) Ltd. together with interest, compound

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interest, additional interest, commitment charges, costs, charges and other moneys, that may be payable by us to the Corporation.

Yours faithfully,

M/S. ………….. (P) LTD. represented by its Managing Director …………. (the Borrower Company) ..................., ………..20……... Encls:-

1) First Schedule (List of Title Deeds) 2) Second Schedule (Description of Property)

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FIRST SCHEDULE (List of Title Deed)

SECOND SCHEDULE (Description of property)

Registration District :

Registration Sub District :

Taluk :

Village :

Desom :

Item No.

TP No.

Survey No Tenure Extent

Hectare Cents

BOUNDARIES:-

East :

West :

North :

South :

Together with …………….under construction, improvements and all other things

contained therein. ……………….., the Borrower company M/s. ………………….has acquired the aforesaid property as per …………….. No. …………… dated ………. of SRO, ……………..

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ANNEXURE VI A To 04.01.2019 The Chief Manager. The Kerala Financial Corporation, , Sir,

Sub:- M/s Ltd- Creation of Paripassu Charge – reg. We, The Limited, do hereby agree and confirm that notwithstanding

anything to the contrary contained herein, or by virtue of the mortgage and charge

created by M/s. Ltd (hereinafter referred to as ‘the company’) in our

favour in respect of the movable and immovable properties of Hectres lying in RS.

No. and Desom owned and possessed by M/s. Ltd to

secure our Total Loan of Rs. 0,00,000 (Rupees only) inclusive of Term

Loan, Cash Credit, Bank Guarantee, Cheque Discounting and interim disbursements

sanctioned/out of or against the said loans with interest and other monies payable

by them to us, the mortgage and charge of our Bank shall in all respects rank

paripassu with the Kerala Financial Corporation for its term loan of Rs. 00,00,000

(Rupees only) together with interest thereon and all other monies payable

by the company to you on under your respective loan agreements/letter of sanction

etc., for all purposes and to all intents.

We hereby further agree and undertake and confirm that the securities created by

the firm under or by virtue of the aforesaid mortgages and charges shall rank

paripassu for all purposes and to all intents and without any preference or priorities

of one over the other or others including therein specific provision regarding

custody of title deeds application and realization of sale proceeds etc, in such

arrangements.

We shall not further advance any amount by way of loans on the security of the

properties over which a paripassu charge is created in favour of the Kerala Financial

Corporation without your written permission. A copy of the Mortgage deeds

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executed by the parties in our favour, duly attested by us, is annexed herewith.

The Schedule of properties over which the principal mortgage and the present

paripassu charge created is also incorporated. Schedule of Properties are enclosed

herewith.

Yours faithfully,

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ANNEXURE – VI B From To Kerala Financial Corporation, Sir, Sub : - Credit facility of Rs. Sanctioned by Bank, branch, to our Company – creation of equitable mortgage by constructive deposit of title deeds.- - reg. This is to confirm and place that Managing Director of M/s , as authorized

by its resolution dt. visited the office of Kerala Financial Corporation at

on 00.00.0000, which is acting as agent of (Name of Bank), branch and

request you to hold the title deeds which have already been deposited on

00.00.0000 for and on behalf of the company with you at your office at ,

specified in the first schedule hereto relating to the properties of the company

situated in R.S. of village, Taluk and District, more

particularly described in the second schedule hereto, with intent to create equitable

mortgage by deposit of title deeds creating second charge on the said properties

together with all superstructures, factory, plant and machinery, to secure due

repayment and discharge by the company to the State Bank of India, branch,

the credit facilities of Rs. /-,sanctioned by its letter No……………….dt. ,

carrying interest at the rate of % per annum or at such other rate as may be

advised to the Company from time to time together with penal interest,

commitment charges, costs, charges and other monies that may be payable by the

Company to the (Name of Bank) , . The said charge is subject to the first

charge in favour of Kerala Financial Corporation for its loan of Rs…………..

Enclosures : - 1. First schedule (List of Title deeds) 2. Second schedule (Description of property) Yours faithfully

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ANNEXURE– VII

THIS DEED OF HYPOTHECATION executed on this the …………. day of …….., Two Thousand ………… BY incorporated under the Companies Act, 2013 and having its Registered Office at Room No…………., ………….. PO, District, PIN …….., Kerala State represented by its Managing Director …………., aged …………., son of ………….., residing at ………… House, ……… Village, …………..PO, ……….. Taluk, …………. District, PIN ……….. (hereinafter called “the Borrower Company”, which expression shall include its successors and assigns wherever the context or meaning thereof shall so require or permit).

In favour of the KERALA FINANCIAL CORPORATION, a Corporation established under the State Financial Corporations Act, 1951 (LXIII of 1951) and having its Head Office at Thiruvananthapuram (hereinafter called “the Corporation which expression shall include its successors and assigns wherever the context or meaning thereof shall so require or permit).

W H E R E A S (1) On the request of the Borrower Company, the Corporation has agreed by its

letter No. …………… dated ………… to lend and advance in instalments to the Borrower Company a Loan of ` …………./- (Rupees …………. only) for construction of ……………. at ………….., ……… District, subject to the covenants, terms and conditions contained therein.

(2) Accepting the said terms and conditions, the Borrower Company has executed a loan agreement with the Corporation on ………… incorporating therein all the terms, conditions and covenants governing the loan and the securities to be created, as also the respective rights and obligations of the parties.

(3) In the said agreement, the Borrower Company have agreed and undertaken to execute a hypothecation creating charge in favour of the Corporation over all the Borrower Company’s movable machinery, spares, tools, and accessories and other movables present and future, along with a security of the immovable properties by mortgage by deposit of title deeds.

DOC.NO. AMP2F 02 PAGE No. 1 OF 3 DATE 01.05.2010

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(4) By its Resolution dated …………. the Borrower Company has accepted the terms and conditions of the loan contained in the sanction letter and all the terms, conditions, covenants and stipulations contained herein (a draft copy of this agreement having been placed before the Board for their consideration) and its Managing Director Sri. ………….. has been authorized to execute this agreement on behalf of the Borrower Company.

NOW THIS DEED OF HYPOTHECATION WITNESSETH AS FOLLOWS:- 1. In consideration of the sum of ` …………./- (Rupees …………. only) agreed to be

lent and advanced to the Borrower Company by the Corporation (the receipt whereof the Borrowers hereby admits and acknowledge) the Borrower Company hereby hypothecate unto the Corporation by way of first charge ALL AND SINGULAR the engines, machinery, equipments, furniture & furnishings (whether fixed or movable and whether attached to the building in R.S. No. ………. (O.S. No. ………….) of ………… Village, ……….. Desom, ……….. Taluk, ………. District) or not, plant, electric and other installations implements, equipments, furniture, tools, utensils, appliances, accessories, articles and other things (short particulars of which engines, plant, machinery and other things are set forth in the Schedule hereunder written) now being or which shall at any time hereafter during the continuance of this security be affixed installed or erected or be brought in or upon the aforesaid land and; buildings and factory premises of the Borrower Company or acquired by the Borrower Company for the purpose of its Business (and all which assets are hereinafter collectively referred to as “the plant”) as security of the due payment to the Corporation of all sums due under the said loan agreement TO HAVE AND TO HOLD the same unto the Corporation for ever absolutely until the entire amount due to the Corporation under the loan agreement is paid.

PROVIDED however that notwithstanding anything herein stated, the book-debts, stocks, stores other than spare parts, finished goods, goods-in-process, raw materials and other stock-in-trade of the Borrower Company shall not be deemed to have been included in the security hereby created and the Borrower Company shall be competent to obtain loans or bank facilities against any pledge or hypothecation of them or against other form of security over the same.

All the terms and conditions in the loan agreement dated 30.05.2018 executed by

the Borrower Company in favour of the Corporation shall be in full force and effect in so far as this deed of hypothecation is concerned and the same shall be treated as an integral part of this deed and will be treated as if those terms are incorporated and annexed hereto.

IN WITNESS WHEREOF M/S. ……………….. (P) LTD, the Borrower Company, had

caused its common seal to be hereunto affixed in the manner hereinafter mentioned and …………….., the Managing Director mentioned for and on behalf of the Borrower Company and for themselves hereunto set their hands on the day and the year first above written.

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THE SCHEDULE REFERRED TO ABOVE Details of Plant and Machinery & Equipments)

THE SEAL OF M/S. ………………….

(P) LTD the Borrower Company

1) ……………… the Mg. Director

2) ……………… the Director of the Borrower Company who have signed these presents

SIGNED BY:-

………….. the Mg. Director

of the Borrower Company who have signed these presents for and on behalf of the said Company pursuant to its Resolution passed on the ………… day of

……….. 20…...

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ANNEXURE–VIII

THIS DEED OF GUARANTEE made on this the ………… day of …… Two Thousand

Eighteen BY (1) ……………., aged …………… son of ……………. residing at …………House, ………… Village, ………. PO, ...............Taluk, ………… District, PIN ………..

(2) ……………., aged …………… son of ……………. residing at …………House, ………… Village, ………. PO, ...............Taluk, ………… District, PIN ………..

(3) ……………., aged …………… son of ……………. residing at …………House, ………… Village,

………. PO, ...............Taluk, ………… District, PIN ………..

(4) ……………., aged …………… son of ……………. residing at …………House, ………… Village, ………. PO, ...............Taluk, ………… District, PIN ……….. (hereinafter called “the Guarantors” which expression shall include their successors and each of their respective heirs, executors, and administrators wherever the context or meaning thereof shall so require or permit).

In favour of THE KERALA FINANCIAL CORPORATION, a Corporation established under the State Financial Corporations Act, 1951, (LXIII of 1951) and having its Head Office at Thiruvananthapuram, hereinafter called “the Corporation” (which expression shall include its successors and assigns wherever the context or meaning thereof shall so require or permit). W H E R E A S

(1) The Corporation has sanctioned to M/S. ……………. PRIVATE LTD, a Private Limited Company incorporated under the Companies Act, 2013 and having its Registered Office at Room No………., …………………….., …………. District- PIN ……, Kerala State (hereinafter called “the Borrower Company”) at its request by Corporation’s letter No………………. dated ……………… a Term Loan of ` …………….. (Rupees ……………. only) for ……………… at ……………, on the security of its assets and the assets to be acquired during the currency of the loan alongwith other assets offered by the Directors of the Borrower Company.

(2) One of the conditions stipulated in the aforesaid loan sanction letter No……………… dated ……………. is that the Borrower Company shall furnish to the satisfaction of the Corporation the guarantee from the Directors and shareholders of the Borrower Company for the loan aforesaid for a period corresponding to the period of repayment of the loan. NOW THIS DEED WITNESSETH and it is hereby covenanted agreed and declared (the Guarantors contracting jointly and severally) as follows:- (1) That in consideration of the Corporation agreeing at the request of the

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Guarantors to grant the said loan to the Borrower Company the afore said Guarantors guarantee to the Corporation the repayment of all moneys at any time payable by the Borrowers to the Corporation in respect of the said loan and also the payments and discharge of all the indebtedness and liabilities of the Borrower Company to the Corporation for all the expenses payable to or incurred by the Corporation in relation thereto. (2) That the Guarantors agree that the Guarantee herein contained is independent and distinct from the security that the Corporation has taken or may take by way of Equitable Mortgage and/or hypothecation of movables or in any other manner over any other property from the Borrower Company and that the Guarantors not claim to be discharged to any extent because of the Corporation’s failure to secure or obtain the necessary security aforesaid or requiring, acquiring or obtaining any other security or losing for any other reason whatsoever including reasons attributable to its default and negligence any other security that has been or could have been taken. (3) That the Guarantors further agree that if the Borrower Company shall become insolvent, bankrupt, enter into liquidation (compulsory or voluntary) or make any arrangement or composition with creditors, the Corporation may (notwithstanding payment to the Corporation by the Guarantors or any other person of the whole or any part of the amount hereby secured) rank as creditor and prove against the estate of the Borrower for the full amount of all the Corporation’s claim against the Borrower Company or agree to and accept any composition in respect thereof and the Corporation may receive and retain the whole of the dividends, composition or other payments thereon to the exclusion of all rights of the Guarantors for the Borrower Company, in competition with the Corporation until all the Corporation’s claims are fully satisfied and the Guarantors will not be paying off the amount payable by the Borrower Company or any part thereof or otherwise prove or claim against the estate of the Borrower Company until the whole of the Corporation’s claims against the Borrower have been satisfied and the Corporation may enforce and recover payment from the Borrower Company of the full amount payable by the Borrower Company notwithstanding any such proof or composition as aforesaid. (4) The Corporation shall have the fullest liberty without in any way affecting this guarantee and discharging the Guarantors from their liability hereunder, to postpone for any time or from time to time the exercise of the power of sale or any other powers conferred by the said equitable mortgage and/or hypothecation and to exercise the same at any time and in any manner and either to enforce or forbear to enforce the covenants for payment of principal or interest or any other covenants contained in or implied by the said securities or any other remedies or securities available to the Corporation or to grant any indulgence or facility to the Borrower Company and the Guarantors shall not be released by any exercise by the Corporation of its liberty with reference to the matters aforesaid or

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any of them or by reason of time being given to the Borrower Company or any other forbearance act or omission on the part of the Corporation or any other indulgence by the Corporation to the Borrower Company or by any other matters or things whatsoever which under the law relating to sureties would but for this provision have the effect of so releasing the Guarantors and the Guarantors hereby waive all suretyship and other rights which they might otherwise be entitled to enforce. (5) The Guarantee herein contained shall be enforceable against the Guarantors notwithstanding that the securities specified in the loan agreement dated …………….. or any of them shall at the time when proceedings are taken against the Guarantors hereunder be outstanding or unrealized. (6) In order to give effect to the Guarantee herein contained the Corporation shall be entitled to act as if the Guarantors were the principal debtors to the Corporation for all payments and covenants guaranteed by them as aforesaid to the Corporation. (7) The Guarantee herein contained shall not be revoked or effected by the release of any one or more of the Guarantors and shall continue to be binding and operative as regards the remaining Guarantors (8) The Guarantee herein contained is one for all amount advanced by the Corporation to the Borrower Company under the said loan Agreement and also for all interest costs and other moneys which may from time to time become due and remain unpaid to the Corporation hereunder and shall remain in force until all such moneys shall be paid off in full with interest and other charges. (9) The Guarantee therein contained shall not be revoked or affected by the death of Guarantors but shall in all respects and for all purposes by binding and operative upon the heirs, executors and administrators of the deceased guarantors until repayment of all moneys due to the Corporation as aforesaid. (10) The liability of the Guarantors under this guarantee shall not be affected by any change in the constitution of the Borrower Company or Kerala Financial Corporation. (11) That any account settled or stated between the Corporation and the Borrower Company or admitted by the Borrowers shall be accepted by the Guarantors as conclusive evidence. A letter in writing issued by the Corporation stating the amount at any particular time payable under this guarantee shall be conclusive evidence against the Guarantors. (12) If at any time default shall be made in payment of the loan amount or interest thereon or any other moneys for the time being due to the Corporation, the Guarantors/Company shall pay to the Corporation on demand the principal moneys, interest and other moneys which shall then be due to the Corporation as aforesaid

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and in the event of their failure to pay the same the Corporation shall be entitled to recover the same with interest from the Guarantors jointly and severally/personally and from their properties and the Borrower Company will indemnify and keep indemnified the Corporation against all loss of principal, interest and other moneys secured by the said loan Agreement dated …………… and all costs charges and expenses whatsoever which the Corporation may incur by reason of any default on the part of the Borrower Company its successors, executors, administrators or assigns.

(13) (i) The Guarantors understands that as condition, relating to grant of

the loan to the Borrower Company, Corporation reserves right for the disclosure of information and data relating to the Borrower Company/Guarantors, of the credit facility availed of/to be availed, by the Borrower, obligations assumed/to be assumed, by the Borrower Company/Guarantors, in relation thereto and default, if any, committed by the Borrower Company/Guarantors, in discharge thereof to Credit Information Bureau India Ltd. / Small Industries Development Bank of India.

(ii) Accordingly, the Guarantors, hereby agrees for the disclosure by the

Corporation of all or any such: (a) information and data relating to the Guarantors.

(b) the information or data relating to any credit facility availed of/to be availed, by the Guarantor, and

(c) default, if any, committed by the borrower, in discharge of the

Guarantors’ such obligation,

as Corporation may deem appropriate and necessary, to disclose and furnish to Credit Information Bureau (India) Limited (CIBIL) /Small Industries Development Bank of India (SIDBI) and any other agency authorized in this behalf by Reserve Bank of India.

1) The Guarantors, declares that the information and data furnished by the Guarantors to the Corporation are true and correct.

(iv) The Guarantors, further agrees that

(a) the Credit Information Bureau (India) Limited / Small Industries Development Bank of India and any other agency so authorized may use, process the said information and data disclosed by Corporation in the manner as deemed fit by them; and

(b) the Credit Information Bureau (India) Limited / Small Industries Development Bank of India and any other agency so authorized may furnish for consideration, the processed information and data or

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products thereof prepared by them, to Banks/Financial institutions and other credit grantors or registered users, as may be specified by Reserve Bank in this behalf.

(14) The Guarantee shall remain in full force and effect so long as the last pie due to the Corporation under the loan Agreement with the Borrower Company remains unpaid. IN WITNESS WHEREOF the Guarantors have hereunto set their hands on the day and year first above written. SIGNED BY:

(1)

(2)

(3)

(4)

(the Guarantors)

In the presence of Witnesses:

1.

2.

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ANNEXURE – IX

DECLARATION

IN THE MATTER OF EQUITABLE MORTGAGE IN LOAN NO. ……………… TO THE KERALA

FINANCIAL CORPORATION, THIRUVANANTHAPURAM I, …………… , aged ………., son of ………….., residing at ………….House,

……………..Village, …………..PO, …………. Taluk, ................... District, PIN ………….., do hereby jointly and severally solemnly declare and affirm as follows:-

(1) I am the Managing Director of the Borrower Company M/S. ………….. (PRIVATE) LTD, a Private Limited Company incorporated under the Companies Act, 2013 and having its Registered Office at Room No…………….., ……………., ………. District – PIN ……….., Kerala State, and I am conversant with the assets and liabilities and management of the said Company and I am competent to give this declaration.

(2) The Borrower Company has applied to the KERALA FINANCIAL CORPORATION (hereinafter referred to as “the said Corporation”) for financial accommodation and the Corporation has sanctioned a Term Loan of ` …………./- (Rupees ………… only), inter alia against the security of the land and building and other assets existing and the equipments to be acquired by the Borrower Company hereafter. For securing the repayment of the loan, the Borrower Company have created an equitable mortgage over the immovable properties on ……….., and also hypothecated the plant, equipments, furniture and furnishing as per Hypothecation Deed dated …………. preceded by the execution of Loan Agreement on …………...

(3) The Borrower Company is seized and possessed of or otherwise well and

sufficiently entitled to the free hold land , hereditaments and premises, the property situated in R.S. No. ………….. (O.S. No. …………) of ………. Village, ………. Desom, ………… Taluk, ………… District, more particularly described in the Second Schedule to the Agreement regarding the terms and conditions of the loan executed between the Borrower Company and the Corporation on ………… and that the said lands are free from encumbrances, claims and demands and the same or any part thereof are not subjected to any lispendens or attachment or any other process issued by any Court or Authority and we have not created any mortgage, lien or trust or charge or whatsoever nature in respect thereof except for the charge created in favour of the Corporation and no suit, action, or proceedings are pending against Firm or us in respect of the said properties and they are in our

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exclusive and undisturbed possession since the date of acquisition thereof and no adverse claim has been made against the Company and ourselves in respect of the said properties. The said properties or any of them or any part thereof are not involved for any demand under Section 34 of the Revenue Recovery Act or other proceedings for the arrears of revenue or other taxes due to the State or Central Government.

(4) I do declare that all the plant, equipments, furniture and furnishings which are

being mortgaged/hypothecated in favour of the Corporation subsists in the Books of Accounts of the said Company and are free from encumbrances. I do hereby further declare that I shall not without the consent of the said Corporation in writing create any encumbrance over the said property existing and to be acquired by the Company and which also form part of the security for the loan sanctioned to the said concern and will not dismantle or remove any part of the machinery without written consent of the Corporation.

(5) I do hereby declare that all the title deeds relating to the properties mortgaged in favour of the Corporation have been delivered to the Corporation and that they are the only and the last title deeds relating to the security properties.

(6) I do hereby affirm that the Borrower Company do not hold any land in excess

of the ceiling limit prescribed by the K.L.R. Act and the security properties are not affected by the provisions of the Kerala Land Reforms Act. The provisions of the Urban Land Ceiling and Regulation Act 1976 are not applicable to the said immovable properties.

(7) I do hereby further undertake that the Borrower Company shall create a

registered mortgage or any other documents in favour of the Corporation as and when it is required by the Corporation to do so.

(8) I do hereby state that the Borrower Company has taken steps for mutation of

names in Revenue Records regarding the security properties.

(9) I do hereby undertake that the Company shall produce the Patta in respect of the aforesaid properties as soon as the same is received from the Government in case of units where the site is situated in Industrial Estate of Govt./SIDCO as soon as the same is received from the Government.

(10) I am not aware of any act, deed, matter or thing or circumstances which

prevent us from mortgaging/hypothecating the said property and other assets described in the second Schedule to the Loan Agreement regarding the terms and conditions of the loan executed between us and the Corporation on ………..

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(11) I say that the Borrower Company has duly paid all rents, royalties and other public demands including Provident Fund dues, Gratuity dues, Employees State Insurance dues, Income Tax, Sales Tax, Corporation Tax and all other taxes and revenue payable to the Government of India or to the Government of any state or to any local authority and that at present there are no arrears of such dues, rents, royalties, taxes and other revenue dues outstanding and that no attachment or warrants have been served on the Borrower Company in respect of Sale Tax, Income Tax, Government Revenues and other taxes in cases where I and the Borrower Company are assessed to the said taxes and dues and in all other case I or the Borrower Company are not an assessees.

(12) Sri. …………. Assistant Manager (Legal) of the Corporation has read over the

Provisions of Section 42 (1) and (2) of the State Financial Corporations Act, 1951 and are fully aware of the above provisions and myself as the Director of the Borrower Company and the Directors and shareholders have executed the documents after understanding the implications thereof.

(13) I make this declaration solemnly and sincerely believing the same to be true

and knowing fully well that on the faith thereof the Corporation has agreed to accept the equitable mortgage and/or hypothecation deed as security for the loan.

All the facts stated above are true and correct to the best of our knowledge belief

and information. Dated this the ………….. day of ……….., 20……….

………………, Mg. Director of ………….. (P) Ltd, for and on behalf of the Company

(DEPONENT) Solemnly affirmed and signed this before me by the Deponents who are personally

known to me this the ............... day of June, 20……… at my office at ............................

NOTARY PUBLIC.

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ANNEXURE – X

REGD. WITH ACK. DUE No. Legal/ …………../ /’18 Date: …...20…... The Tahsildar, Taluk Office, ………….. Sir, Sub:- Term Loan of ` ………../- sanctioned to M/s…………. (P) Ltd., ………… - Security properties - Noting our first charge in ………….. - Reg.

***** We have provisionally sanctioned a Term Loan of ` …………/-

(Rupees ………… only) to M/s. ………….. (P) LTD, a Private Limited Company incorporated under the Companies Act, 2013 and having its Registered office at Room No……….., ........ District - PIN ………….., Kerala State represented by its Managing Director Sri. ……………, son of …………., residing at …………… House, …………..Village, …………… PO, ………… Taluk, ……….District, PIN …….. The security for the loan among other items include properties and assets situated in R.S. No. …….. (O.S. No. …….) of ………… Village, ……..Desom, …………… Taluk, ………. District owned by the Borrower Company, more particularly described in the schedule below.

For securing the repayment of the loan with interest and costs the Borrower

Company has created an equitable mortgage over the said property described in the Schedule hereto by deposit of title deeds with the Corporation on …………..

In this circumstance, we would request you to note the Corporation’s first charge

over the above item of properties in your office Records and if any Revenue Recovery Proceedings are initiated, the above property may be attached subject to the Corporation’s first charge.

A copy of Schedule of property is enclosed. Yours faithfully, Signature : Name and designation. Copy to:- The Village Officer,

Village Office, ………., ……… Taluk.

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SCHEDULE OF PROPERTY

Registration District :

Registration Sub District :

Taluk :

Village :

Desom :

Item No.

TP No.

Survey No Tenure Extent

Hectare Cents

BOUNDARIES:-

East :

West :

North :

South :

Together with ……………… under construction, improvements and all other things contained therein. M/s. …………… (P) Ltd, the Borrower Company represented by its Managing Director Sri. ……….. has acquired the aforesaid property as per ………….. Deed No. ………….. dated ………….. of SRO, ……………

\

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ANNEXURE– XI KERALA FINANCIAL CORPORATION,

LEGAL CLEARANCE CERTIFICATE DOC. NO. AMP2F09 PAGE 1 OF 1 DATE 01.05.2010

Loan No. :

Name of Unit :

Land (Extent) :

Re-survey :

To secure the loan of Rs. ………………/- (Rupees ……………………….. only), the

Borrowers and the Co- obligant have created an equitable mortgage over the properties by executing the following documents.

1. LOAN AGREEMENT : This was executed by the Borrower and the Corporation on …………………… its execution is in order. 2. LETTER TO DEPOSIT : This was executed by the Borrower on ……, confirming the deposit of the title deeds on …….. … execution of the same is in order. 3. HYPOTHECATION DEED : This was executed by the Borrower on ……………….., the execution of the same is in order. 4. GUARANTEE DEED : 5. The following have also been produced:

a) Declaration: -

b) Copy of the loan sanction communication letter with the required endorsement is attached to the loan agreement.

c) EC for the period up to creation of mortgage.

Date : Signature of Officer :

Name : Designation :

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ANNEXURE – XII

KERALA FINANCIAL CORPORATION, BRANCH OFFICE, …….

LOAN CLOSURE CERTIFICATE

THIS IS TO CERTIFY that on verification of computer Loan Ledger for Loan Account No. / Nos. …………………………………………………………………………………………………… of Sri. / M/s. ……………………………………………………………………………………….. stands closed on ………….

JE AM / DY.M

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ANNEXURE - XIII From To The Branch Manager, Kerala Financial Corporation, Branch Office, ……………….. Sir,

Sub:- Loan No. …………………………………....- Destruction of files and documents – Reg.

1) I/We have availed a loan of Rs……………………….(Rupees…………………….. only from

your Corporation. 2) I/We have paid the entire dues of the Corporation.

3) I/We have settled the account under OTS. There is no charge or lien over the

property mortgaged to the Corporation either to Banks or DIC or any other financial institutions.

4) No case or other proceedings are pending in any Court/Tribunal/Forums in

respect of the property mortgaged to the Corporation.

5) There is no attachment of the property under Revenue Recovery Act.

6) I/We have received back all Title Deeds and documents deposited with the Corporation in connection with the loan.

7) The Corporation is now free to destroy all other documents in connection with

my loan transaction.

8) I/We have affirm and assure the Corporation that I/We will not put forth any further claim consequent on such destruction of files or documents.

Yours faithfully, Place :

Date :

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ANNEXURE - XIV

GUIDELINES ON CREATION OF MORTGAGE IN CASES WHERE ORIGINALS OF THE TITLE

DEEDS ARE IRRECOVERABLY LOST.

Transfer of Property Act 1882 (TP Act) is the law on the subject of

mortgages. Chapter VI of the said Act defines and deals with various types of mortgages. Section 58(f) of the TP Act defines Mortgage by deposit of title-deeds (also known as Equitable Mortgage) as follows: - “Where a person in any of the following towns, namely, the towns of Calcutta, Madras, and Bombay, and in any other town, which the State Government concerned may, by notification in the Official Gazette, specify in this behalf, delivers to a creditor or his agent documents of title to immovable property, with intent to create a security thereon, the transaction is called a mortgage by deposit of title-deeds. As per Section 59 of TP Act and Section 17 of the Indian Registration Act, all mortgages, except the mortgage by deposit of title deeds, are compulsorily registerable, where the principal money is Rs.100 or upwards. Banks and other financial institutions, including KFC, used to follow the practice of creation of mortgage by accepting the deposit of title deeds (Equitable Mortgage) for the past several years, for sake of convenience and cost efficiency. As per law for creation of mortgage by deposit of title deeds (Equitable Mortgage), a mere deposit of title deeds is sufficient and without which a valid mortgage by deposit of title deeds is not possible. Normally we insist for originals of present and prior deeds in all cases for accepting a property as security and creation of mortgage by deposit of title deeds. Productions of originals of present title deeds as well as prior deeds are necessay to prevent fraud on lending against equitable mortgage, in which people may take multiple loans on the same asset from different banks. However there can be instances where due to certain specific reasons the title holders are not in a position to produce original prior deeds. We have issued detailed guidelines to mitigate the hardship and inconveniences meted out to the genuine customers, who are not able to produce the originals of the prior deeds for genuine reasons, to be followed up, by Cicular No. KFC/CIR14/LGL1/13-14 dt. 5.6.13. It has also come to the notice of the Corporation that in certain cases due to non availability of original of the title deed of a small piece of a land, forming part of a larger extent of a compact area, of which originals of the remaining larger portion is available, Corporation was forced to decline loan to worthy, honest and genuine customers. The said small piece of land may be the integral part of the project land without which the project may not be able to be implemented. At present we have no foolproof mechanism to detect the fraud by investigating the prior charges on the property, other than local enquiry and paper publication.

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Recently Corporation started to register in the CERSAI portal and in future we may be able to trace the prior charges registered in CERSAI portal. At the same time no genuine and viable project, by a credit worthy entrepreneur with excellent track record should go unfinanced by Corporation. In these circumstances, in such a contingency of non availability of original of title deed of a small portion of a larger extent of project land, the Zonal Level Committee is authorised to dispense with production of the said original for genuine and convincing reasons, on the recommendation by BLC. This is not a foolproof mechanism and all efforts should be made to detect fraud and ZLC shall exercise the said power sparingly in very deserving cases only. The officers in the appraising team should keep in mind protection of interest of Corporation is utmost important and adequate safeguard should be taken in addition to the following guidelines. Hence it is decided to replace the above said Circular by these Guidelines on dispensation of production of original title deeds as follows: -

I PROCEDURES TO BE FOLLOWED IN CASES OF NON PRODUCTION

OF ORIGINAL PRIOR DEEDS FOR GENUINE REASONS

a) A notarized affidavit in stamp paper for the required value, narrating the circumstances under which the original prior deed was not produced and also affirming that the same has not been deposited by him/his predecessor-in-interest with any other bank/financial institution for creating EM and that the property offered as security is free from all encumbrances.

b) Enquiry report by the appraisal team regarding the details of enquiry made and verification of the village records etc.

c) 7 days paper publication in vernacular dailies to be obtained regarding the loss of original title deed.

d) Encumbrance certificate for a period of 30 years have to be verified.

e) A certified copy/attested copy of the deed to be obtained. f) A verification report by the appraisal team after checking the CERSAI portal

should be filed. g) Branch Level Committee should be satisfied with the reason of non production

of original of the prior deed and matter should be reported to Zonal Level Committee.

The original prior deed can be returned only in cases where, the deed cover

other properties also and that too after creation of the charge in favour of the Corporation. In such cases, the attested true copy or certified true copy of the prior deeds are to obtained and kept under deposit along with the original title deed. The return of the prior deed in such cases shall be against proper acknowledgement.

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Decision of the BLSC in this regard has to be reported to the Zonal Manager for information. II PROCEDURES TO BE FOLLOWED IN CASES OF IRRECOVERABLE LOSS

OF ORIGINAL OF A PIECE OF LAND FORMING PART OF A LARGER EXTENT OF A PROJECT LAND

a) The property of which the original of the title deed is lost irrecoverably, should be

part and parcel of larger extent of a project land or part of a road or motorable way to the project land

b) The portion of the property of which the original of the title deed lost, should not be more than 10% of the project land forming a compact area or being used as a road to connect the project land with public road.

c) Originals of present as well as prior deeds of all the remaining portion of the project land forming a compact area should be produced for creation of mortgage by deposit of title deeds.

d) Value of the portion of the property, of which the original title deed is missing, should not be taken for security purpose, but can be taken for enforcement of security.

e) A notarized affidavit in stamp paper for the required value, narrating the circumstances under which the original title deed was not produced and also affirming that the same has not been deposited by him with any other bank/financial institution for creating EM and that the property offered as security is free from all encumbrances.

f) Enquiry report by the appraisal team regarding the details of enquiry made and verification of the village records etc.

g) 7 days paper publication in vernacular dailies to be obtained regarding the loss of original title deed.

h) Encumbrance certificate for a period of 30 years have to be verified.

i) A certified copy/attested copy of the deed to be obtained. j) CERSAI portal should be checked and a verification report by the appraisal team

should be filed.

k) Immediately after creation of mortgage the details should be registered/uploaded in the CERSAI portal.

l) Zonal Level Committee shall be the authority to decide upon issue of dispensation

of production of original of title deed on recommendation of BLC.

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ANNEXURE XV

CUSTODIAN AGREEMENT THIS AGREEMENT made on this day of BETWEEN 1) , aged years, S/o , residing at

Proprietor (hereinafter called “the Borrower which expression shall include its successors and assigns wherever the context or meaning thereof shall so require or permit) of the first part .

2)

(hereinafter called “the Co-obligant” which expression shall include her heirs, executors, administrators, legal representatives and assigns wherever the context or meaning thereof shall so require or permit)of the first part. The borrower and the Co-obligant are hereinafter referred to as “the Borrower”

AND THE KERALA FINANCIAL CORPORATION- a Corporation established under the State Financial Corporations Act 1951 (LXIII of 1951) and having its Head Office at Trivandrum (hereinafter called “the Corporation” which expression shall include its successors and assigns wherever the context or meaning thereof shall so require or permit) of the second part.

2) 1. WHEREAS the Corporation sanctioned and disbursed a total loan of Rs.

lakh to the Borrower for establishment of an industrial unit engaged in the business of manufacturing in District.

2. WHEREAS the Borrower created first charge over the assets in favour of the Corporation in order to secure the repayment of the term loan availed by the Borrower together with accrued interest thereon to the Corporation and as such the Corporation is a secured creditor of the Borrower.

3. WHEREAS the Borrower defaulted in the repayment of the loan and failed

to comply with terms of the agreement with the Corporation, as agreed by loan agreement executed between the borrower and the Corporation, in spite of repeated demands by notices.

4. WHEREAS the Corporation, after issuing statutory notices, taken over the

possession of the unit as well as the right to transfer by way of lease or sale of the property mortgaged, pledged, hypothecated invoking Section 29 of the State Financial Corporation Act 1951, on and the Corporation is in possession of the industrial unit ever since of the said takeover..

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5. WHEREAS THE Borrower by letter dt. requested to return back the possession of the unit, on condition that he shall pay Rs. towards the loan dues and the remaining principal amount with interest due by installments as directed by the Corporation, for resuming the operations of the unit.

6. WHEREAS Corporation after taking into consideration of the said request,

agreed by its letter No. dt. to return possession of the unit to run the unit on mutually agreed conditions hereinafter stated:

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:-

a. The borrower shall not use the unit other than the purpose for which the loan sanctioned without prior consent of the Corporation.

b. The Borrower shall use the immovable and movable properties in the

unit with utmost care and keep all the items of properties/assets in good conditions and shall not tamper/shift the plant and machineries and other movable items of properties from the premises of the industrial unit, without prior consent of the Corporation.

c. The Borrower shall maintain a separate loan account in a bank as

decided by the Corporation and the income generated by running the unit shall be deposited in the said Bank account and the amount so deposited shall not be used for any purpose other than for daily running expenses unless otherwise permitted by the Corporation. The Borrower shall produce the books of accounts before the Corporation as and when required by the Corporation.

d. The security personal deployed in the unit by the Corporation will

continue in the unit and the Borrower shall accommodate them in the premise for safeguarding the unit.

e. The officers and staff of the Corporation shall have the right to inspect

the unit at any time and have the right to verify the account register for ascertaining the operations/occupancy and the income generated and the Borrower is bound to maintain proper accounts and registers and to produce it to the said officers on their demand.

f. In the event Borrower commit default in repayment of loan as agreed

by this agreement or violates any of the conditions of this agreement, the Corporation is at liberty to take back possession of the unit and to proceed with enforcement of security or transferring of management or to sell or lease out the unit as permitted by the SFC Act, as the owner in possession of the unit.

g. The Borrower undertakes to keep the premises clean and safe and

upkeep the assets in the unit/premises, more particularly described in

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the mahazar and inventory dated annexed herewith in good condition, safe and secure.

h. The Borrower hereby agree to indemnify the Corporation against all

losses and damages caused by reason of the neglect, commitment of waste or theft, fire etc, or otherwise of any property or part or part thereof in charge of or in the care and custody of the said Borrower or his agents.

i. The Borrower hereby agrees and undertake to insure all the assets

against theft, fire, flood and all other calamities and remit the insurance premium without fail..

i. The Borrower hereto agree and confirm that as on date the assets

described in the schedule has been prepared on the basis of the mahazar and inventory drawn at the time of takeover of the unit under Section 29 of the SFC’s Act in the presence of the representatives of both the parties and the Borrower acknowledges the receipt of the said industrial with all plant,machineries, goods and other movables.

j. The Borrower and its representatives agree and accept that the above

arrangement will not prejudice the rights of the Corporation available under the provisions of the SFC’s Act.

k. The Borrower hereby undertakes that he will not remove the assets set

out in the schedule without written permission of the Corporation for any reason whatsoever. Further they undertake that they are personally responsible for safety of the assets. If for any reason or the other assets are removed without the written permission of the Corporation, the Corporation is at liberty to proceed against them personally as provided under the law, in addition to cancelling this arrangement and enforcement of security.

l. The custody of the scheduled assets are handed over to the Borrower

on the sole understanding and without prejudice to the rights of the Corporation under Section 29 under State Financial Corporation Act 1951 to dispose of the assets as per the said provision. The Corporation is at liberty to proceed with sale of scheduled property for recovery of balance liability due to it. The Corporation can proceed with release of sale advertisements through various media in this regard. For this purpose the Borrower hereby agree and undertake that they will hand over the scheduled assets at any time demanded by the Corporation either in the event of non compliance of the above terms and conditions or when the Corporation decides to dispose of the assets by sale or otherwise under Section 29 of the SFC Act.

m. This agreement and undertaking is in addition to principal loan

agreement executed on and not in derogation of and without prejudice to the other documents executed by the Borrower in favour of the Corporation. Further, the Borrower hereby admits and acknowledges the over dues of Rs. lakhs and loan balance

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outstanding of Rs. lakhs as on .2018 as payable to the Corporation in terms of the documents already executed.

n. The Borrower shall submit status report of the unit to the Corporation

periodically and without default from the date hereof, full and correct information regarding the working and general financial condition of the industrial concern and also any litigation or claims whatsoever in respect of the properties of the concerns and its business.

o. If the Borrower fail to comply with anyone of the terms and condition

of this agreement the Corporation shall be at liberty to take such recovery action as deems fit either under the provisions of State Financial Corporation’s Act or the Kerala Revenue Recovery Act or SARFEASI Act 2002 or Recovery Due to Banks and Financial Institutions Act 1993 or Insolvency and Bankruptcy Code 2016 or any other provisions of any other law for the time being in force in addition to Section 29 action under SFC ACT>.

SCHEDULE REFERRED TO ABOVE (Details of landed properties)

Registration District : Sub District : Taluk : Village : Desom : Panchayath : Tenure : Extent Sy. No. Ares Sqm Cents BOUNDARIES:

East :

South :

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West : . North :

Together with industrial building,

DETAILS OF INVENTORY

Other stock details:- Raw materials Office furniture .

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IN WITNESSES WHEREOF (Borrower) (Co-obligant) AND SIGNED BY Kerala Financial Corporation, (For and on behalf of the Corporation)

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RECEIPT

I have received the unit all other items as per the inventory list attached from KFC

today which was taken over by KFC on -2018 The unit and inventory items

were received in good condition as it were at the time of taken over by KFC on -18.

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ANNXURE XVI

THIS DEED OF SALE made on this the ……. day of ……. Two Thousand

………… BY THE KERALA FINACIAL CORPORATION, a Corporation established

under the State Financial Corporations Act 1951 (LXIII of 1951) and having

its Head Office at Thiruvananthapuram and Branch Offices in all the Districts

including one in (hereinafter called “the Seller” which expression shall

include its successors and assignees wherever the context or meaning thereof

shall so require or permit) represented by its Chief Manager at ...................,

Sri. …………….., aged ……, son of ………….., residing at …………………..

In favour of Sri. ………………, aged …….., son of …………….., residing at

…………………… House, …………… Village, ……….Desom, ………… PO, ………Taluk,

………….District (hereinafter called “the Purchaser” which expression shall

include his heirs, executors, administrators, legal representatives and

ssiggnees wherever successors and assignees wherever the context or

meaning thereof shall so require or permit).

WHEREAS the Seller had sanctioned and disbursed a loan to M/s.

……………………. (Address) to set up a unit to be engaged in the manufacture of

business of ……………………………………… and as security for the said loan the

Mortgagor mortgaged to the Seller the landed properties more particularly

described in the Schedule hereunder.

AND WHEREAS on default of the repayment of the loan and violation

of the various terms and conditions of the Agreement the Seller took-over

possession of the property of the Mortgagor scheduled hereunder in exercise

of the powers vested in it under Sec. 29 of the State Financial Corporations

Act 1951 and the Seller is in the absolute possession of the scheduled

properties.

AND WHEREAS the Seller is empowered to transfer the properties so

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taken possession of by way of sale and appropriate the sale proceeds towards

its dues under Sec. 29 (2) and (4) of the State Financial Corporations Act,

1951.

AND WHEREAS the Seller advertised the sale of the properties in the

leading Newspapers and in pursuance of the advertisement and further

negotiations Sri. ……………, ……………. House, (Address) offered to purchase the

scheduled properties for a consideration of ` …………… (Rupees

………………………………… only). The Seller agreed to the same being the

highest offer subject to he terms and conditions contained in its letter No.

……………………../……../20… dated …….

AND WHEREAS the said Sri. …….. has requested to execute the Sale

Deed in his favour on payment of the sale consideration of `

………………………………. (Rupees …..

…………………….. only) by Receipt No. …. Dated ……. And the purchaser has paid the entire amount of ` …………….. to the Seller. NOW THIS DEED WITNESSETH AS FOLLOWS:

(1) In pursuance of the said agreement and in consideration of the sum of ` ………..

(Rupees …………………………………. only) paid by the Purchaser to the Seller (the

receipt of which the Seller hereby admits and acknowledges) the Seller

hereby transfers by way of sale to the Purchaser all that properties described

in the Schedule hereunder TO HAVE AND TO HOLD the same as absolute

owner.

(2) The Seller hereby transfers possession of the properties hereby

sold to the Purchaser and he may hereafter enjoy and possess the Scheduled

properties without hindrance or obstruction whatsoever from the Seller and

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others claiming under it by effecting mutation in his name in the Revenue

Records.

(3) The Seller hereby covenants with the Purchaser that the said

properties hereby transferred is in the absolute possession of the Seller and

the Seller has not done anything whereby the properties may be subject to

any attachment of any Court or lien of person whatsoever and that the Seller

has the right to transfer the same by way of sale and received consideration

thereof.

(4) Any outstanding dues on account of electricity and water supply

and other statutory liabilities shall be paid by the purchaser and the seller

shall not be liable for the same.

(5) As per the G.O. (MS) 144/85 dated 22.11.1985 officers of the

Kerala Financial Corporation are exempted from personal appearance (under

Section 88 (1) of the Registration Act).

IN WITNESS WHEREOF SHRI. …………………………………, Kerala Financial

Corporation, , for and on behalf of the Seller, has hereunto set his

hand on the day, month and year first above written.

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SCHEDULE OF PROPERTIES

(Description of property)

Registration District :

Registration Sub District :

Taluk :

Village :

Desom :

Item No. Survey No. TP No. Tenure Extent

Hectare Cents

BOUNDARIES:-

East :

West :

North :

South :

Together with the industrial building, trees, improvements and all other things

contained therein. This aforesaid property has been acquired by ……………………….

as per Sale Deed No. …………. dated ……….. of SRO, ………. The Seller Corporation

has taken-over under Sec. 29 of SFCs Act.

SIGNED BY:

Sri. ………….,

…………………

Kerala Financial Corporation,

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ANNEXUR - XVII

KERALA FINANCIAL CORPORATION

SUIT REGISTER

DETAILS OF SUIT

1. Number and year of suit :

2. Name of Court :

3. Name of concern :

4. Name of Plaintiff/Petitioner :

5. Name of Defendants/Respondents :

6. Name of Advocate of KFC :

7. Nature of Suit :

8. Details of Injunction/Stay :

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9. Prayer :

10. Developments with main posting : date & purpose

11. Gist of Judgement :

12. Details of Fees and Expenses paid : to advocate

Bill Date Cheque No. & Date Name of Band Amount

1.

2.

3.

4.

(for and on behalf of the Seller)

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ANNEXUR - XVIII

KERALA FINANCIAL CORPORATION HEAD OFFICE, THIRUVANANTHAPURAM

LEGAL Sub: Schedule of fees and other expenses payable to Standing Counsels of the Corporation

Page 1-7

Existing Proposed

I. SUPREME COURT/ AAIFR/BIFR/ NCDRC MATTERS:

I.SUPREME COURT/AAIFR/BIFR/NCDRC MATTERS:

In SLP Civil Appeals and other Supreme Court cases the fee payable shall be a minimum of Rs. 25000 and a maximum of Rs.60000 according to the nature of each case. In the matters before AAIFR/BIFR/NCDRC the consolidated fee payable shall be a minimum of Rs. 15000/- and a maximum of Rs.22500/- The payment shall be with the approval of MD. All deviation from the above norms regarding the payment of advocate fee bills shall be made only with the approval of MD. BO/HO can engage the services of a senior/senior designated advocate if required in seriously contested cases with the permission of MD. In such cases senior fee/advance fee payment shall also be fixed in consultation with MD.

In SLP Civil Appeals and other Supreme Court cases, in which Corporation is the respondents, the fee payable shall be between Rs.70000/- to Rs. 1 lakh, depending on the work involved. In cases filed by the Corporation a minimum fee of Rs. 1 lakh and a maximum of Rs.1.5 Lakh, depending on the nature of work. In the matters before AAIFR/BIFR/NCDRC the consolidated fee payable shall be Rs.30,000/-. Fee in cases filed by Corporation in NCDRC shall be Rs.50000/-. The payment shall be with the approval of MD. All deviation from the above norms regarding the payment of advocate fee bills shall be made only with the approval of MD. BO/HO can engage the services of a senior/senior designated advocate if required in seriously contested cases with the permission of MD. In such cases senior fee/advance fee payment shall also be fixed in consultation with MD.

II. HIGH COURT CASES: II. HIGH COURT CASES: In Writ Petitions/Writ Appeals/Revision Petitions/Review Petition/Civil Appeals/CRP/MFA/EFA/Company Petitions etc (by and against the Corporation) the fee payable shall be subject to a minimum of Rs. 5000/- and maximum of Rs.10,000/- in each case. In all interlocutory applications in all High Court matters, the fee payable shall be Rs. 1500/-. The payment shall be with the approval of CM/BM. The matters related to contempt court Proceedings fee can be paid as in the case of High Court cases depending on the seriousness of the case. The payment shall be with the

In Writ Petitions/Writ Appeals/Revision Petitions/Review Petition/Civil Appeals/CRP/ MFA/EFA/Company Petitions etc against the Corporation the fee payable shall be a minimum of Rs.6500/- and maximum of Rs.13,000/-, depending the work involved in each case. In all interlocutory applications in all High Court matters, the fee payable shall be Rs. 2500/-. In the writ petitions and writ appeals filed by the Corporation fee payable is Rs.20000/-, including expenses involved for filing the case, except the court fee. The payment shall be with the approval of CM/BM. The matters related to contempt court Proceedings fee can be paid as in the case of High Court cases depending on the

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approval of ZM/GM. All deviations from the above norms regarding the payment of advocate fee bills shall be made only with the approval of MD. The service of a senior/senior designated advocate can be utilized in seriously contested cases with the consent of MD. In such cases senior fee, advance fee payments if any etc shall be fixed in consultation with MD. Board may engage standing counsel as retainer for receiving notices and distributing of cases to other standing counsel. The fee for retainer shall be fixed by MD depending on the work allotted to the retainer.

seriousness of the case. The payment shall be with the approval of ZM/GM/ED. All deviations from the above norms regarding the payment of advocate fee bills shall be made only with the approval of MD. The service of a senior/senior designated advocate can be utilized in seriously contested cases with the approval of ED/MD. In such cases senior fee, depending the nature of work shall be fixed as follows:- Up to one lakh -- ED One laksh and above -- MD/CMD Advance fee payment if any can be given with the approval of ED/MD within the above delegation.

III. DISTRICT COURT (SFCOP) III. DISTRICT COURT (SFCOP) In petitions filed under Section 31 of the State Financial Corporations Act, 1951 the fee payable shall be a minimum of Rs.4500/- and maximum of Rs. 7500/- in Trial stage and Execution stage separately. The fees in Trial stage shall be payable after obtaining the order/judgment. The fees in Execution stage shall be payable after realizing the amount through Court. If the case is settled out of Court/withdrawn/compromised through Court/decreed exparte/decreed or ordered against the Corporation, the fee payable shall be one half of the prescribed fee. For interlocutory petition/petition/petition for injunction/claim petition etc., fee payable shall be a sum of Rs. 1250/- in each petition. In the case of long pending cases fee can be fixed depending on the number of posting/effective appearances by advocates etc. All deviation from the above norms regarding the payment of advocate fee bills shall be made only with the approval of MD. In such cases the note shall be put up through Zonal Manager/HoD (Legal) with specific reasons regarding necessity of paying the fee amount in the particular case to MD.

In petitions filed under Section 31 of the State Financial Corporations Act, 1951 the fee payable shall be a minimum of Rs.6500/- and maximum of Rs. 13000/-. 50% fee can be settled at trial stage and the balance after execution of Order. If the case is settled out of Court/withdrawn/compromised through Court/decreed exparte/decreed or ordered against the Corporation, the fee payable shall be one half of the prescribed fee. For interlocutory petition/petition/ petition for injunction/claim petition etc., fee payable shall be a sum of Rs. 2500/- in each petition. In the case of long pending cases fee can be fixed depending on the number of posting/effective appearances by advocates etc. All deviation from the above norms regarding the payment of advocate fee bills shall be made only with the approval of MD. In such cases the note shall be put up through Zonal Manager/HoD (Legal) with specific reasons regarding necessity of paying the fee amount in the particular case to MD/ED. Branch Heads are authorized to file SFCOP and to take related recovery action.

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IV. SUBORDINATE COURT CASES: IV. SUBORDINATE COURT CASES: (i) In original suits filed against the

Corporation and is defended, the fee payable shall be a minimum of Rs. 4500/- and maximum of Rs. 7500/- in each case. If the claim of Corporation is admitted and suit for injunction only, fee payable shall be one half of the scheduled fee.

(i) In original suits filed against the Corporation and is defended, the fee payable shall be between Rs. 5000/- and Rs.10000/-, depending on the work involved. If the claim of Corporation is admitted and the suit is for injunction only, fee payable shall be Rs.7500/-.

(ii)In the matter of suits filed by the Corporation for realisation of amount due to the Corporation, the fee payable shall be a minimum of Rs. 6000/- and maximum of Rs. 12000/- in each case in trial stage and execution stage separately (For other cases filed by the Corporation, fee payable shall be a minimum of Rs. 4500/- and a maximum of Rs.7500/- in each case).

(ii)In the matter of suits filed by the Corporation for realisation of amount due to the Corporation, the fee payable shall be a minimum of Rs.6500/- and maximum of Rs. 13000/- For other cases filed by the Corporation, fee payable shall be between Rs. 5000/- and 10000/-

(iii) In suits filed by third parties in which the Corporation is arrayed as a party the fee payable shall be subject to a minimum of Rs.2250/- and maximum of Rs.4500/- in each case in Trial stage and Execution Stage separately.

(iii) In suits filed by third parties in which the Corporation is arrayed as a party the fee payable shall be between Rs.5000/- and Rs.8000/-, depending on the work involved.

(iv) In remand matters the fee payable shall be one half of the fee prescribed by the Corporation for original suits.

(iv) In remand matters the fee payable shall be one half of the fee prescribed by the Corporation for original suits.

(v) In the matter of Insolvency Petitions the fee payable shall be a sum subject to a minimum of Rs. 2250/- and a maximum of Rs. 4500/- in each case.

(v) In the matter of Insolvency Petitions the fee payable shall be a minimum of Rs.5000/- and maximum of Rs. 7500/-

(vi) In the Land Acquisition cases where the land mortgaged to the Corporation is acquired by Government and claim is filed by the Corporation for the Recovery of loan amount the fee payable shall be subject to a minimum of Rs. 4500/- and a maximum of Rs. 7500/- in each case.

(vi) In the Land Acquisition cases where the land mortgaged to the Corporation is acquired by Government and claim is filed by the Corporation for the Recovery of loan amount the fee payable shall be between Rs.6500 and Rs. 13000/-, subject to the work involved.

(vii) In contempt of Court proceedings, fee payable shall be an amount of Rs. 2000/- in each case.

(vii) In contempt of Court proceedings in High Court fee can be paid as in the case of fee for cases in High Court and in Lok Ayuktha and Lower Court fee payable shall be fixed by Chief Manager in consultation with advocate which shall not exceed the normal fee of such courts.

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(viii) In the claim petitions filed by the Corporation the fee payable shall be subject to a minimum of Rs 2250/- and a maximum of Rs.4500/- in each case.

(viii) In the claim petitions filed by the Corporation the fee payable shall be Rs 6500/-

B. Appeals In Appeals from original suits filed before the Appellate Courts other than before High Court and Supreme Court, the fee payable shall be subject to a minimum of 4500/- and a maximum of Rs. 7500/- in each case.

B. Appeals In Appeals from original suits filed before the Appellate Courts other than before High Court and Supreme Court, the fee payable shall be subject to a minimum of Rs.6500/- and maximum of Rs. 13000/-, depending the work involved.

C.Civil Miscellaneous Appeals/Revision Petitions: In CMA/ Revision filed against the orders subordinate courts other than before HC/Supreme Court on Interlocutory Application the fee payable shall be a minimum of sum of Rs. 1500/- and maximum of Rs. 2500/-

C. Civil Miscellaneous Appeals/Revision Petitions:

In CMA/ Revision filed against the orders of subordinate courts other than before HC/Supreme Court on Interlocutory Application the fee payable shall be Rs. 4000/-, where Corporation is defending and in cases filed by Corporation the fee shall be Rs.6000/-.

D. Review Petitions/ All Interlocutory Applications:

For application to review an order/ to set aside exparte order / to restore the matter dismissed for default/ to set aside abatement/ for an order of injunction/ to condone the delay in filing applications/ for the appointment of a Commission etc, the fee payable shall be a Rs. 1250/- in each petition.

D. Review Petitions/ All Interlocutory Applications:

For application to review an order/ to set aside exparte order / to restore the matter dismissed for default/ to set aside abatement/ for an order of injunction/ to condone the delay in filing applications/ for the appointment of a Commission etc, in courts, other than High Court and Supreme Court, the fee payable shall be Rs. 3000/- in each petition.

E. Criminal Complaint Matters: In the complaints filed under Negotiable Instrument Act, the fee payable shall be a minimum of Rs.3000/- and a maximum of Rs.6000/-

E. Criminal Complaint Matters: In the complaints filed under Negotiable Instrument Act, the fee payable shall be a minimum of 6500/ and maximum of Rs.13000/-

In the complaints filed under Section 42 of the State Financial Corporations Act 1951, the fee payable shall be a minimum of Rs. 3000/- and maximum of Rs.6000/-

In the complaints filed under Section 42 of the State Financial Corporations Act 1951, the fee payable shall be a minimum of Rs.5000/- and maximum of Rs.10000/-

In Criminal Appeals the fee payable shall be a minimum of Rs.4500/- and a maximum of Rs.7500/- in each case.

In Criminal Appeals the fee payable shall be aminimum of Rs.5000/- and maximum of Rs.10000/-.

V. DEBT RECOVERY TRIBUNALS: V. DEBT RECOVERY TRIBUNALS: (i) In the applications filed by the banks

and financial institutions where Corporation’s charge is admitted, the fee payable shall be a sum of Rs. 5000/- in each case.

(ii)Whereas the charge of the Corporation is not admitted in the suit

(i) In the applications filed by the banks and financial institutions where Corporation’s charge is admitted, the fee payable shall be Rs. 6500/-.

(ii) Whereas the charge of the Corporation is not admitted in the suit the fee payable shall be between Rs. 6500/- and Rs.

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the fee payable shall be a sum of Rs. 7500/- in each case

13000/-, depending upon the work involved.

VI. CASES UNDER SARFAESI ACT: VI. CASES UNDER SARFAESI ACT: In the matter of petitions/Review/ Appeal filed by the Corporation under SARFAESI Act. 2002 the fee payable shall be a minimum of Rs. 3000/- and a maximum of Rs.7500/- in each case.

In the matter of petitions/Review/Appeal filed by the Corporation under SARFAESI Act. 2002 the fee payable shall be a minimum of Rs. 5000/- and maximum of Rs.10000/-.

VII. CONSUMER DISPUTE REDRESSAL FORUM/STATE COMMISSION:

VII. CONSUMER DISPUTE REDRESSAL FORUM/STATE COMMISSION:

In the complaints filed before the District Forum the fee shall payable be subject to a minimum of Rs.3000/- and a maximum of Rs.5000/- in each case.

In the complaints filed before the District Forum the fee payable shall be between Rs.5000/- and 10000/-.

In the Complaints/Appeals filed before the State Commission the fee payable shall be subject to a minimum of Rs.4000/- and a maximum of Rs. 7500/- in each case.

In the Complaints/Appeals filed by Corporation before the State Commission the fee payable shall be between Rs. 6500/- and Rs. 13000/-. In cases Corporation is defending, the fee shall be Rs.10000/-.

VIII. LOK AYUKTA: VIII. LOK AYUKTA: In complaints filed before Lok Ayukta fee payable shall be subject to a minimum of Rs. 5000/- and a maximum of Rs 10,000/-. In the case of long pending cases fee can be fixed depending on the number of posting/effective appearances by advocates etc. All deviation from the above norms regarding the payment of advocate fee bills shall be made only with the approval of MD/GM.

In complaints filed before Lok Ayukta fee payable shall be between Rs 6500/- and 13000/-. In the case of long pending cases fee can be fixed depending on the number of posting/effective appearances by advocates etc. All deviation from the above norms regarding the payment of advocate fee bills shall be made only with the approval of MD/ED.

IX. ADALATH CONDUCTED BY COURTS/LEGAL SERVICE AUTHORITY

IX. ADALATH CONDUCTED BY COURTS/LEGAL SERVICE AUTHORITY

In the matters filed before the Adalath the fee payable shall be a sum not exceeding Rs.2000/- in each case.

In the matters filed before the Adalath the fee payable shall be a sum not exceeding Rs.4000/- in each case.

X. GENERAL CONDITIONS: X. GENERAL CONDITIONS: (i) Expenses Expenses – In addition to the fee payable to Advocate prescribed above actual expenses certified by the Advocate concerned which is found reasonable may be sanctioned. In the case of long pending cases, fee can be fixed depending on the number of posting/effective appearances by advocates etc. All deviation from the above norms mentioned in Clause iv to ix regarding

(i) Expenses Expenses – In addition to the fee payable to Advocate prescribed above actual expenses certified by the Advocate concerned which is found reasonable may be sanctioned. In the case of long pending cases, fee can be fixed depending on the number of posting/effective appearances by advocates etc. All deviation from the above norms mentioned in Clause iv to ix regarding the payment of advocate fee bills shall be made

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the payment of advocate fee bills shall be made only with the approval of MD/GM. In such cases the note shall be put up with specific reasons for paying the amount by MD/GM. Any advance/part payment of fees and expenses if claimed can be sanctioned by the BM/CM in lower court cases.

only with the approval of MD/ED. In such cases the note shall be put up with specific reasons for paying the amount by MD/ED. Any advance/part payment of fees and expenses if claimed can be sanctioned by the BM/CM in lower court cases.

(ii) Orders/Judgment: The fee shall be payable after obtaining the orders/judgment and in Execution Proceedings wherein the fee shall be payable after realisation of money due to the Corporation. Any deviation with the approval of the authority specified above.

(ii) Orders/Judgment: The fee shall be payable after obtaining the

orders/judgment and in Execution Proceedings wherein the fee shall be payable after realisation of money due to the Corporation. Any deviation with the approval of the authority specified above.

(iii) Senior Engagement BO/HO can engage the services of a senior/senior designated advocate if required in seriously contested cases with the permission of MD. In such cases senior fee/advance fee payment shall be fixed in consultation with MD. Advance payment of senior fee and expenses if any claimed can be sanctioned subject to the approval of the Managing Director.

(iii) Senior Engagement BO/HO can engage the services of a senior/senior designated advocate if required in seriously contested cases as stated in Sl. No.II.

(iv) Appropriation of Advocate Fee and Expenses:

Payment of Advocate Fee and Court expenses in respect of loan accounts shall be debited to the respective accounts if the account is alive unless otherwise mentioned in the judgment or nature of the case makes it impossible to debit the cost and expenses.

(iv) Appropriation of Advocate Fee and Expenses:

Payment of Advocate Fee and Court expenses in respect of loan accounts shall be debited to the respective accounts if the account is alive unless otherwise mentioned in the judgment or nature of the case makes it impossible to debit the cost and expenses. In all other cases from legal expense account.

(v) Transfer of Vakalth: In case the files are to be taken back from Advocate upon their request or otherwise the fees payable shall be in proportion with the work done but should not exceed one half of the eligible scheduled fee in each case, in such cases proportionate reasonable expenses can also be paid considering the number of postings/long pendency and efforts made by the Advocate.

(v) Transfer of Vakalth: In case the files are to be taken back from Advocate upon their request or otherwise the fees payable shall be in proportion with the work done but should not exceed one half of the eligible scheduled fee in each case, in such cases proportionate reasonable expenses can also be paid considering the number of postings/long pendency and efforts made by the Advocate.

The Brach Managers/Chief Managers as the case may be have the power to sanction the fee and other expenses subject to the limit prescribed as above

The Brach Managers/Chief Managers as the case may be have the power to sanction the fee and other expenses subject to the limit prescribed as above upon the specific

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upon the specific recommendation of the concerned legal Officer or Field Officer as the case may be. In Supreme Court matters fee shall be payable with approval of MD only. Whereas the claim of Advocate fee and expenses exceed the limit, prior sanction of the authority as specified above shall be obtained. Letter of consent has to be obtained from the panel Advocates/Standing Counsels agreeing the schedule of advocate fee and expenses fixed by the Corporation. A separate register shall be maintained by the Branch Office with regard to the payments of Advocate fee and expenses for ready reference. Necessary entry shall also be made in the Suit Register. Separate permission from MD has to be obtained in the cases which are not included in the above mentioned categories.

recommendation of the concerned legal Officer or Field Officer as the case may be. In Supreme Court matters fee shall be payable with approval of MD/ED only. Whereas the claim of Advocate fee and expenses exceed the limit, prior sanction of the authority as specified above shall be obtained. The authority to appoint standing counsels for the Corporation is with CMD/MD/ED. Letter of consent has to be obtained from the panel Advocates/Standing Counsels agreeing the schedule of advocate fee and expenses fixed by the Corporation. A separate register shall be maintained by the Branch Office with regard to the payments of Advocate fee and expenses for ready reference. Advocate fee paid comes under the purview of reverse charge mechanism of GST. Necessary entry shall also be made in the Suit Register. Separate permission from MD has to be obtained in the cases which are not included in the above mentioned categories.