FORMAT – 1

(The format given herein is only a specimen. Suitable modifications be made depending
upon nature of credit facilities sanctioned in each case)

SPECIMEN OF COMPANY’S RESOLUTION

The Chairman informed the Board that he had concluded negotiations

with Union Bank of India and as a result the said Bank had agreed to grant and make
available to the Company the following credit facilities, viz: (strike out whichever is not
applicable)

i) Term Loan Rs.

-against equitable mortgage of
immovable property and hypothecation
of plant and machinery, repayable in
years by equal monthly / quarterly / half
yearly instalments.
ii) Cash Credit / Overdraft Rs.
-against hypothecation of raw materials
in process and finished goods, stores,
spares and book debts repayable on
demand.

iii) Cash Credit/Overdraft Rs.

-against pledge of raw materials,
finished goods, stores and spares,
etc., repayable on demand.
iv) Import/Inland Letter of Credit Rs.
v) Inland Documentary Bills Purchase Rs.
vi) Clean Bills purchase Rs.

The Chairman also apprised the Board of the various terms and conditions stipulated by
the Bank in respect of the aforesaid facilities whereupon the following resolutions were
passed unanimously:

1. (a) RESOLVED that the Company do borrow by way of term loan of a sum of Rs.
from Union Bank of India with interest thereon payable at the rate of
% over Union Bank of India’ Prime Lending Rate subject to a minimum %
p.a. with rests or at such rate as may from time to time, be fixed
by Union Bank of India.
 (b) FURTHER RESOLVED that the aforesaid Term Loan be secured to the said Bank
by –

i) a first charge by way of hypothecation of all the Company’s tangible moveable

machinery and plant, both present and future, whether installed or not and
whether lying loose or in cases at site or in transit or which may at any time
during the continuance of the security be installed or lying loose or in cases or
being in or upon or about the Company’s factory premises and godowns
at
or wherever else the same may be or be held
by any party anywhere to the order and disposition of the Company or in course
of transit; and
ii) A first charge by way of ‘Equitable Mortgage’ by deposit of the Title Deeds of the
Company’s immovable property situated at
together with the buildings and structures now
standing or hereafter to be erected at or on any part thereof and all the singular
the plant and machinery now being or which are hereafter affixed, installed or
erected on the said property and also which may be brought to the Company’s
said property.

(c)FURTHER RESOLVED that the title deeds of the Company’s aforesaid immovable
property situated at be deposited by way of
equitable mortgage by Shri with Union Bank of India with an
intent to create a security on the Company’s said immovable property to secure to the
Bank the repayment of any monies due and payable by the Company in respect of the
aforesaid term loan including interest thereon and all costs (as between Attorney and
Clients) charges and expenses incurred by the Bank.

(a) FURTHER RESOLVED that the aforesaid term loan of Rs. be repaid by
the Company in equal monthly/quarterly/half yearly/yearly
instalments together with interest accrued at the time of payment of each such
instalment, the first of such instalments to be paid on or before the day
of .

2(a) FURTHER RESOLVED that the Company do borrow by way of Cash Credit facility to
the extent of Rs. from Union Bank of India repayable on demand with
interest thereon payable at the rate of % over Union Bank of India Prime
Lending Rate subject to a minimum % p.a. with rests or at
such rate of interest as may, from time to time, be fixed by the Bank.
(b) FURTHER RESOLVED that the aforesaid cash credit facility of Rs. be
secured to Union Bank of India by first charge by way of hypothecation of all the
Company’s stocks of raw materials, goods-in-process, semi-finished goods,
finished goods, stores and spares now or at any time hereafter belonging to or at
 the disposal of the Company and which are now stored or which hereafter may,
from time to time, be brought into or stored at the Company’s factory at
or at any other place, including any of the
stocks with any of the Company’s agents or agencies or in the course of transit by
ship rail or otherwise or in the process of manufacture, and all the Company’s
Book Debts.

(a) FURTHER RESOLVED that the aforesaid cash credit facility of Rs. be
secured to Union Bank of India by a first charge by way of hypothecation of all the
Company’s tangible moveable plant and machinery, both present and future,
whether installed or not and whether lying loose or in cases at site or in transit or
which may at any time during the continuance of the security be installed or lying
loose or in cases or being in or upon or about the company’s factory premises and
godowns at or wherever else the
same may be held by any party anywhere to the order and disposition of the
Company or in course of transit.

3(a) FURTHER RESOLVED that the Company do borrow by way of cash credit facility to
the extent of Rs. from Union Bank of India repayable on demand with
interest thereon payable at the rate of % over Union Bank of India Prime
Lending Rate subject to a minimum % p.a. or at such rate of interest as
may, from time to time, be fixed by the Bank.

(a) FURTHER RESOLVED that the aforesaid cash credit facility to the extent of Rs.
be secured to Union Bank of India against pledge of raw materials,
goods in process, semi-finished goods, finished goods, stores and spares stored in
the Company’s godowns at .

4.FURTHER RESOLVED that the Common Seal of the Company be affixed to all security
documents as may be necessary or required in respect of the aforesaid facilities in the
presence of Mr. and Mr. two of Directors of
the Company and countersigned by Mr. .

1. FURTHER RESOLVED that the Company do also avail of from Union Bank of India
following further credit facilities, viz.

a) Import/inland Letters of Credit

a) for import/purchase of raw materials Rs.
and other goods to the extent of
b) Inland Documentary Bills Rs.
Purchased (DP/DA)
- for sight documentary bills &/or 60
days’ usance bills drawn on approved
 parties, to the extent of
Clean Bills Purchase
- of cheques and other negotiable Rs.
instruments drawn in the Company’s
favour by third parties, to the extent of

And on such terms, conditions and stipulations as Union Bank of India may prescribe in
that behalf from time to time.

2. FURTHER RESOVED that all documents deeds as may be necessary or required by

Union Bank of India in respect of the aforesaid credit facilities to be availed by the
Company be executed on behalf of the Company by two directors of the Company in
whose presence the Common Seal of the Company be affixed thereon and Shri
be and is hereby authorised to countersign such documents and
deeds.

3. FURTHER RESOLVED that the Company undertakes that it will not create any
mortgage, charge lien or other encumbrance whatsoever on the said immovable and
moveable property or any part thereof in favour of any person, association, firm,
company or any other incorporated body or society other than the Bank so long as
the Company is indebted to or liable to the Bank on the aforesaid credit facilities
availed of by the Company or any other accounts or in any manner whatsoever and
the Company further declares that no proceedings for recovery of any taxes are
pending against it under the income-tax act or any other law.

4. FURTHER RESOLVED that the Company do hereby declares and assures to the Bank
that its total borrowing including the aforesaid credit facilities are within the
aggregate of its paid up capital and free reserves as required by Section 239 (1) (d)
of the Company’s Act 1956 that the borrowing is within the limit sanctioned by the
resolution passed at the General Meeting of the members of the Company held
on day of .

9. FURTHER RESOLVED that (1)

(2) Directors of the Company be and are
hereby requested jointly and severally to personally guarantee to the Bank
repayment of all amounts availed by the Company from time to time under all the
aforesaid facilities.

10. FURTHER RESOLVED that a certified copy of the minutes and of the resolutions be
furnished to Union Bank of India and the same shall continue to remain in force
until all the liabilities of the Company are discharged in full.

Certified true copy

Chairman