c.
provide all such
machinery materials and things as they or he may consider necessary.
d. insure all or any of
the mortgaged premises of an insurable nature against loss or damage by fire or
other risk in such sum or sums as they or he shall in their or his absolute
discretion think fit.
e. settle, arrange,
compromise and submit to arbitration any accounts, claims, questions or disputes
whatsoever which may arise in connection with the said business or the
mortgaged premises or in any way relating to the security and execute releases
or other discharges in relation thereto.
f. bring, take, defend,
compromise, submit to arbitration and discontinue any action, suits or
proceedings whatsoever civil or criminal in relation to the business of the
Company or any portion of the mortgaged premises.
g. allow time for
payment of any debts either with or without security.
h. execute and do all
such acts, deeds and things as they or he may think necessary or proper for or
in relation to any of the purposes aforesaid.
i. demise the mortgaged
premises or any part or parts thereof for such terms at such rents and
generally in such manner and upon such conditions and stipulations as they or
he shall think fit.
j. exchange any part or
parts of the mortgaged premises for any other securities or property suitable
for the purposes of the Company upon such terms as may seem expedient and
either with or without payment or receipt of money for equality of exchange or
otherwise.
k. assent to the
modification of any contracts or arrangements which may be subsisting in
respect of the mortgaged premises and in particular the terms of any concession
or licences for the time being held.
l. generally do and
cause to be done such acts and things respecting the business of the Company
and the mortgaged premises as It or he could do or cause to be done if or he
had the absolute ownership of the mortgaged premises and had carried on the said
business for its or his own benefit without being answerable for any loss or
damage which may happen thereby.
24. Trustee's power to
borrow. The Trustee may with the consent in writing of the holder or holders of
at least three-fourths in value of the debentures for the time being
outstanding or by a Special Resolution passed at a meeting of the holders of
the debentures for the time being outstanding held in accordance with the
provisions of the Fourth Schedule hereunder, for the purposes of this clause or
any of them borrow or raise money on the security of the mortgaged premises or
any part thereof either in priority to or pari passu with the debentures and at
such rate of interest and on such terms as the Trustee may think fit.
25. Trustee's power to
release possession. If and when the Trustees shall have made an entry into or
taken possession of the mortgaged premises under the powers conferred upon them
by these presents the Trustee, with the authority of a Special Resolution of
the debenture-holders passed at a meeting held in accordance with the
provisions contained in the Fourth Schedule hereunder written or with the
consent in writing of the holders of at least three fourths in nominal amount
of the debentures for the time being outstanding, may at any time afterwards
give up possession of the mortgaged premises or any of them or any part thereof
to the Company either unconditionally or upon such terms and conditions as may
be specified in such resolution or consent.
26. Trustee's power to
make expenses for business. The Trustee shall, out of the moneys received by
them in carrying on the said business and out of the rents, profits and income
of the mortgaged premises, pay and discharge the costs, charges and expenses
incurred in carrying on the business including the remuneration of the Receiver
(if any) and in the management of the mortgaged premises or in the performance
or exercise or the attempted performance or exercise of their powers and duties
under the trusts of these presents and all other outgoings which the Trustee
shall think fit to pay and shall pay and apply the residue of the said
receipts, rents, profits and moneys in the manner hereinbefore directed with
respect to the moneys to arise from any sale, calling in, collection and
conversion under the trust for conversion.
27. Trustee's power to
appoint Receiver. At any time after the security hereby constituted shall have
become enforceable the Trustee whether or not they shall then have entered into
or taken possession may by writing appoint any one or more of the officers of
the Company as a Receiver or Receivers or appoint any other person or persons
in his or their stead and the following provisions shall have effect:
1. Such appointment may
be made either before or after the Trustee shall have entered into or taken
possession of the mortgaged premises or any part thereof.
2. Such Receiver or
Receivers may be invested by the Trustee with such of the powers and
discretions exercisable by the Trustee hereunder as the Trustee may think
expedient.
3. Unless otherwise
directed by the Trustee such Receiver or Receivers may exercise all the powers
and authorities vested in the Trustee by Clauses 23 and 24 hereof.
4. Such Receiver or
Receivers shall in the exercise of his or their powers, authorities and
discretions conform to the regulations and directions from time to time made
and given by the Trustee.
5. The Trustee may from
time to time fix the remuneration of such Receiver or Receivers and direct
payment thereof out of the mortgaged premises.
6. The Trustee may from
time to time and at any time require any such Receiver or Receivers to give
security for the due performance of his or their duties as such Receiver or
Receivers and may fix the nature and amount of the security to be so given but
the Trustee shall not be bound in any case to require any such security.
7. Save so far as
otherwise directed by the Trustee all moneys from time to time received by such
Receiver or Receivers shall be paid over to the Trustee to be held by them on
the trusts declared by Clause 17 hereof and concerning the moneys to arise
under Clause 10 hereof.
8. The Trustee may pay
over to such Receiver or Receivers any moneys constituting part of the
mortgaged premises to the intent that the same may be applied for the purposes
hereof by such Receiver or Receivers and the Trustee may from time to time
determine what funds the Receiver or Receivers shall be at liberty to keep in
hand with a view to the performance of his or their duties as such Receiver or
Receivers.
9. The Trustee shall be
in no way responsible for any misconduct or negligence on the part of any such
Receiver or Receivers and shall be in no way liable for or in respect of any
debts or other liabilities incurred by any such Receiver or Receivers whether
the Company shall or shall not be in liquidation.
10. Every Receiver
appointed under the provisions hereof shall be deemed to be an agent of the
Company and the Company shall be solely responsible for such Receiver's acts
and defaults and for his remuneration.
11. Subject as aforesaid
the provisions of the Transfer of Property Act 1882 and the powers thereby
conferred so far as applicable shall apply to such Receiver or Receivers.
28. Trustee's or
Receivers' liability to account. The Trustee shall not, nor shall any such
Receiver aforesaid by reason of the Trustee or such Receiver entering into or
taking possession of the mortgaged premises or any part thereof respectively be
liable to account for anything except actual receipts or be liable for any loss
upon realisation or (so far as by law allowed) for any default or omission for
which a mortgagee in possession might be liable.
29. Trustee not bound to
replace the property etc. Until the happening of some or one of the events on
which this security becomes enforceable the Trustee (subject to the exercise of
the powers of the Trustee under the provisions of Clause 30 hereof) shall not
be in any manner bound or concerned to interfere with the management or affairs
of the Company or its business or the custody, care, preservation or repair of
the mortgaged premises or any part thereof.
30. Powers of the Trustee
at Company's request. At any time before the security hereby constituted
becomes enforceable the Trustee may upon the request and at the expense of the
Company but only if and so far as in its opinion the interest of the
debenture-holders shall not be prejudiced thereby do or concur in doing all or
any of the things following, that is to say:--
1. Sell, call in,
collect and convert any part or parts of the specifically mortgaged premises in
such manner and generally on such terms and conditions as the Trustee may deem
expedient and give any option to purchase.
2. Let out or lease any
part or parts of the mortgaged premises in such manner and on such terms as to
the Trustee may deem expedient and either for a rent, fixed, fluctuating or
contingent and with or without premium and with or without powers to purchase
the reversion and allow the whole or any part of any premium to be secured by a
mortgage of the lessee's interest in the lease.
3. Exchange any part or
parts of the mortgaged premises for any other property suitable for the
purposes of the Company and upon such terms as the Trustee may deem expedient
and either with or without payment or receipt of money for equality of exchange
or otherwise.
4. Acquire a new or
renew a lease of any part of the mortgaged premises which may at any time be
held on lease for such term and at such rents and subject to such covenants,
conditions and terms as the Trustee may deem expedient and for that purpose
surrender the then existing lease of such premises.
5. Permit the Company or
any nominee of the Company or of the Trustee to exercise any powers or rights
incidental to the ownership of any of the mortgaged premises and permit the
Company or its agents to receive any purchase or other moneys forming part of
the mortgaged premises on an undertaking to deal with the same in a specified
manner.
6. Set out, appropriate,
grant or dedicate, without consideration any land forming part of the mortgaged
premises for the purpose of roads, ways, canals, watercourses gardens, places
of religious worship, schools, places of amusement, places of recreation and
other purposes public or private whether of the Company or otherwise which the
Trustees may deem expedient.
7. Assent to the
modification of the Licenses of any leases, contracts covenants or arrangements
relating to the specifically mortgaged premises or any part thereof.
8. Settle, adjust, refer
to arbitration, compromise and arrange all accounts, reckonings controversies
questions claims and demands whatsoever, which may be open, unsettled or
pending with any person or persons in relation to the mortgaged premises.
9. Release, surrender or
abandon, on such terms as may seem to the Trustee expedient, any of the
mortgaged premises which in the opinion of the Trustee may have become
unprofitable or a source of loss or damage to the Company.
10. Release in favour of
the Company or its nominees any of the mortgaged premises provided that, in the
judgment of the Trustee the security hereby constituted will not be thereby materially
diminished in value or prejudicially affected or provided that, the Company
shall vest in or charge in favour of the Trustee as part of the mortgaged
premises any property or rights suitable for the purposes of the Company and of
at least equal value to the property released notwithstanding that such
substituted property may at any time be part of the general assets.
11. Apply moneys forming
part of the mortgaged premises in the purchase or acquisition of any property
of any tenure including fixed machinery and plant thereon or any rights of way
or other easements or rights which may seem suitable for any of the purposes of
the Company including any reversion whether in fee simple or otherwise
expectant on the determination of any term forming part of the mortgaged
premises and acquire any such property which may have been purchased by the
Company out of the general assets by payment to the Company of the price paid
for the same or any lesser amount and where so arranged with the Company leave
unpaid part of the purchase money on the footing that it is to be payable out
of moneys subsequently becoming available for the purpose under this clause.
12. Apply moneys forming
part of the mortgaged premises in the erection or construction of new or on the
improvement of any existing works buildings fixed machinery and plant or other
works and erections suitable for the purposes of the Company upon or in any
land forming part of the specifically mortgaged premises.
13. Apply moneys forming
part of the mortgaged premises in developing, improving, protecting or
preserving the mortgaged premises or any part thereof or in preventing or
endeavoring to prevent loss or apprehended loss thereof or detriment thereto.
14. Apply moneys forming
part of the mortgaged premises in repaying to the Company (by way of recoupment
to the general assets) any sums which the Company may from time to time have
expended out of the general assets upon any purpose specified in the two last
preceding sub-clauses of this clause.
15. Enter into, make,
execute, sign and do all such contracts, agreements, receipts, payments,
assignments, transfers, conveyances, assurances, acts and things and bring,
prosecute, enforce, defend and abandon all such actions, suits and proceedings
in relation to the mortgaged premises as the Trustees may deem expedient.
16. Ratify, sanction and
confirm anything done or suffered by the Company in relation to the mortgaged
premises.
17. Do all or any of
these things from time to time and at such time or times and on such terms and
conditions and in such mariner as the Trustees may approve.
18. Generally and without
being limited to the specific powers above given, act in relation to the
mortgaged premises in such manner and on such terms as the Trustee may in the
interests of the debenture-holders think expedient.
All
capital moneys arising from any dealings under this clause and all property and
assets acquired pursuant to the provisions of this clause shall become and be
part of the mortgaged premises and shall be paid to or vested in or specifically
charged in favour of the Trustee in such manner as the Trustee shall require.
31. Trustee's power to
invest moneys. The Trustee shall, pending any application thereof under the
provisions of the last preceding clause hereof, invest the capital moneys arising
from any sale or other dealing under the said clause upon some or one of the
investments authorised by the next succeeding clause hereof or place the same
upon deposit with a Scheduled bank or banks as in the next succeeding clause
hereof provided with power from time to time at their discretion to vary such
investments and to resort to and realise and apply the proceeds of realisation
of any such investment for any of the purposes for which such moneys are under
the last preceding clause hereof authorised to be applied or expended and
subject as aforesaid the Trustee shall stand possessed of the said investments
upon trust until the primary trust for conversion shall arise to pay the income
thereof and any net moneys in the nature of income arising therefrom to the
Company or its assigns and after the primary trust for conversion shall have
arisen shall hold the said investments and the income thereof respectively and
the net moneys in the nature of income upon and for the trusts and purposes
hereinbefore expressed concerning the moneys to arise from any sale calling in
collection and conversion under the primary trust for conversion PROVIDED
ALWAYS that, in default of such trust for conversion arising and alter payment
and satisfaction of all moneys intended to be secured by these presents the
said investments and the income thereof shall be and remain in trust for the
Company or its assigns.
32. Authorised
investments. Any moneys which under the trusts or powers herein contained ought
to be invested by the Trustee may be invested in the name or names or under the
legal control of the Trustee in any of the securities of the Government of
India or of any State Government in India or any other debentures, funds,
shares or securities for the time being authorised by law in India for the
investment of trust moneys with power to vary and transpose such investments
and insofar as the same shall not be invested shall be placed on deposit in the
names of the Trustee in such Scheduled bank or banks as the Trustee may think
fit.
33. Company's duties to
carry on business etc. The Company shall and will at all times during the
continuance of this security:-
a. Carry on and conduct
as required by law from time to time in force the business of the Company in a
proper and efficient manner.
b. Keep proper books of
account and therein make true upto date and proper entries of all dealings and
transactions of and in relation to its business and keep the said books of
accounts and all other works and registers and all other documents relating to
the affairs of the Company at its Registered Office or other place or places
where the said books of accounts and documents of a similar nature ought in the
ordinary course to be kept and allow the Trustee or any person nominated by the
Trustee in writing at all reasonable times to have full access to all books of
accounts and documents of the Company.
c. Give to the Trustees
or to such person as aforesaid such information as the trustee shall require as
to all matters relating to the business property and affairs of the Company and
the mortgaged premises and after acquired property of the Company and furnish
to the Trustee six copies of every report, balance sheet, profit and loss
account, circular or notice issued to the shareholders of the Company and to
each of the debenture holders one copy of the report, balance sheet and profit
and loss account and every other document required by law to be annexed or
attached to the balance sheet at the time of its issue to the shareholders and
the Trustee shall be entitled if it thinks fit from time to time to nominate an
accountant, lawyer or agent to examine the books of accounts documents and
property of the Company or any part thereof and to investigate the affairs
thereof and the Company shall allow any such accountant, lawyer or agent to
make such examination and investigation and shall furnish him with all such
information as he may require and shall forthwith pay all the costs, charges
and expenses of and incidental to such examination and investigation.
d. Keep all buildings,
works, machinery, plant, equipment, and other property for the time being
forming part of the mortgaged premises in a good state of repair and in good
working order and condition and shall not without the previous consent in
writing of the Trustee pull down or remove any such building works, machinery,
plant, equipment and other property except in the ordinary course of repair and
renewal or otherwise in the course of and for the bona fide purposes of the
Company and the carrying on of its business and will in such case forthwith
repair renew or replace the property pulled down or removed by the property of
a similar nature and of atleast equal value and when necessary renew and
replace all moveables engines, plant, machinery, tools implements, apparatus,
utensils and other effects of a like nature now used or hereafter to be used
for the purpose of or in connection with the business of the Company forthwith
when and as the same shall be worn out or destroyed.
e. Permit the Trustee
and such persons as it shall from time to time in writing for that purpose
appoint to enter into and upon the mortgaged premises to view and inspect the
state and condition thereof and to pay the travelling, hotel and other expenses
of any agent whom the Trustee may depute for the purpose of such viewing and
inspection.
f. Insure and keep
insured such of the mortgaged premises as are of an insurable nature against
loss or damage by fire and such other risks as are normally insured against
(and in the time of war in which India shall be engaged and after the outbreak
of the same but only if feasible against explosion or damage by aircraft or
other hostile means) in the joint names of the Company and the Trustee on the
properties hereby charged in such office or offices as the Trustee shall
reasonably approve, deliver the polices of such insurance to the Trustee if
required and duly pay the premiums and other sums of money payable in respect
of such insurance and produce to the Trustee the receipt for every such payment
within 7 days of the same becoming due and all moneys to be received by virtue
of any such policy shall if received in respect of any part of the specifically
mortgaged premises be paid to and applied by the Trustee upon the Company's
request in making good any loss or damage which may so arise to the same
premises or any of them or for any other purpose for which moneys forming part
of the mortgaged premises may be applied under the provisions of Clause 30
hereof which may seem to the Trustee expedient in the interest of the Company
and the debenture-holders, and if received in respect of the general assets
shall be applied in making good the loss or damages sustained or in such other
manner as the Company shall think fit.
g. If default shall be
made in keeping the aforesaid premises in a good state of repair and in good
working order and condition and so insured as aforesaid or in delivering any
such receipt as aforesaid the Trustees, without any obligation or liability to
do so, may repair the same premises or such of them as shall in their opinion
require repairs and may insure and keep insured such of them as they may deem
fit. And the Company will on demand repay to the Trustees every sum of money
expended for the above purposes or for any of them by the Trustees with
interest at the rate of per cent per annum from the time of the same
respectively having been expended and until such payment the same shall be a
charge upon the mortgaged premises in priority to the debentures.
h. Duly and punctually
pay all rents, royalties, rates, taxes, assessments, stamp duties charges and
other proper or usual outgoings imposed on or payable in respect of the
mortgaged premises or any part thereof and observe perform and comply with all
covenants and obligations which ought to be observed by the Company in respect
of the mortgaged premises or any part thereof and also punctually pay and
discharge all debts and obligations to or in respect of workmen, clerks and
others employed by the Company and all other debts and liabilities that may
have priority over the security hereby created and as and when required by the
Trustee produce the receipts of such payments.
i. Duly register this
Trust Deed in all respects so as to comply with the provisions of the Companies
Act, 1956, and the Indian Registration Act, 1908, or any statutory amendment
thereof or any Act ordinance or regulation of or relating to any part of India
within which any portion of the mortgaged premises is or may be situated and
generally do all other acts, if any, necessary for the purpose of ensuring the
legal validity of this Trust Deed.
j. If the Company shall
issue any part of its unissued capital or shall increase its capital, apply the
capital so raised in the first place in the extension of its works, buildings,
plant and machinery for the improvement or extension of the business of the
Company and subject thereto either in the redemption of the debentures under
the powers conferred by Clause 1 of the form of debenture set out in the Third
Schedule hereunder written or in the purchase of further property which will
become subject to the debenture holders security or in improvements of property
already so subject whereby the value of such property will be increased or in
the execution of works or otherwise for the purposes of the Company having
regard to the objects or any of the objects for which it is formed as set out
in its Memorandum of Association.
k. Without the consent
of the Trustee, which consent the Trustee shall have an unfettered discretion
to grant or to withhold unless and until the Company shall have first paid the
half-yearly interest then due and payable on the debentures, not to make any
gratuitous payment under any provision of the Company's Memorandum of
Association or under the Company's Articles o[ Association nor without the
previous consent in writing of the Trustee to apply any part of its assets for
forming any funds specified in Article... of the Company's Articles of
Association nor accept any surrender of shares from or by any shareholder under
the said Articles of Association.
l. Not to pay out of its
net earnings or profits or any of the Reserves any dividend to any shareholder
or any interest or principal or any part of interest or principal which may be
secured or payable to any subsequent encumbrances or any interest on any sums
which may have been paid to the Company by any shareholder under the Articles
of Association of the Company unless and until the Company shall have first
paid the interest then due and payable on the debentures or has made provision
satisfactory to the Trustee for making such payment.
m. Make such alterations
in the Memorandum and Articles of Association of t he Company from time to time
as may be required to give due effect to the provisions of these presents.
n. Forthwith give notice
in writing to the Trustee of commencement of any proceedings directly affecting
the mortgaged premises.
o. Not to sell or
dispose of the mortgaged premises or any part thereof or create thereon any
mortgage, lien or charge by way of hypothecation, pledge or otherwise howsoever
or other encumbrances of any kind whatsoever to the intent and purpose that the
mortgaged premises and all parts thereof shall remain and continue to remain
free from any further encumbrances whatsoever during the continuance of these presents.
p. Undertake that the
net depreciated book value of the fixed assets of the Company shall at all
times be at least double the amount of the debentures and the amount of the
term borrowings secured on a pari passu basis and that should the net value of
the fixed assets go down because of depreciation or any other reason, it would
deposit with the Trustee an amount equal to half the difference between the
actual net value of the fixed assets on the one hand and twice the aggregate of
the amount of the debentures now being issued and outstanding and the
outstanding amount of term borrowing secured on a pari passu basis provided
that, the Trustee shall release the deposit on production of evidence by the
Company of having created additional fixed assets equal to the amount of the
difference.
34. The company shall
i.
furnish
whenever required information to debenture trustee including copies of reports,
balance-sheets, profit and loss accounts
ii.
permit
debenture trustee to enter and inspect the state and condition of charged
assets
iii.
inform
the debenture trustee before declaring or distributing dividend
iv.
comply
with all guidelines, directions issued by the Board of SEBI with respect to the
debenture issue
v.
create
debenture redemption reserve as per SEBI (Disclosure and Investor Protection)
Guidelines 2000 and the provisions of the Companies Act and submit an Auditor's
certificate to the trustee
vi.
convert
the debentures into equity in accordance with the terms of the issue if
applicable
vii.
inform
debenture trustee about any change in the nature and conduct of business by the
company before such change
viii.
keep
the debenture trustee informed of all orders, directions notices of
Court/Tribunal affecting or likely to affect the charged assets
ix.
inform
the debenture trustee of any major change in composition of its Board of
Directors which may amount to change in control as defined by SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations. 1997
x.
inform
the debenture trustee of any change in business
xi.
send
to the debenture trustee an updated list of names and addresses of debenture
holders, a statement of interest unpaid on debentures and grievances received
from debenture holders.
35. Company's duties qua
debenture-holders. The Company hereby further covenants with the Trustee as
follows:-
a. The Company shall at
all times keep at the Company's Registered Office an accurate Register of the
holders of its debentures and enter therein the following particulars, namely:-
i.
the
name, address, and occupation, if any of each holder,
ii.
the
debentures held by each holder distinguishing each debenture by its number, and
the amount paid or agreed to be considered as paid on those debentures,
iii.
the
date on which each person was entered in the Register as a debenture holder,
iv.
the
date on which any person ceased to be a debenture holder and
v.
the
subsequent transfers thereof.
The
Trustee and the debenture holders or any of them shall be at liberty at all
reasonable times to inspect the said Register and to take copies of or extracts
from the same or any part thereof.
a.
b. The Company will
issue to each Debenture holder free of charge a Debenture or Debentures, under
the Seal of the Company, in respect of his holding showing on the face thereof
the denomination number and amount of the Debenture or Debentures and referring
to this Deed.
c. If any Debenture be
worn out or defaced or where the pages on the reverse for recording transfers
have been fully utilised then upon production thereof the Company may cancel
the same and may issue a duplicate Debenture in lieu thereof free of cost and
if any Debenture be lost or destroyed, then upon proof thereof to the
satisfaction of the Company or in default of proof, on such indemnity as the
Company may deem requisite, being given and on payment to the Company of any
such expenses incurred by the Company in connection with the proof of such loss
or in investigation of the title to the Debentures by or in connection with
such indemnity a new Debenture in lieu thereof may be given to the person
entitled to such lost or destroyed Debentures. An entry as to the issue of the
duplicate Debenture and indemnity (if any) shall be made in the Register. There
shall be paid to the Company in respect of any duplicate Debenture issued under
this condition such sum as the Company shall determine not exceeding the sum of
Rupee One and all stamp duty (if any) payable on the fresh Debenture.
d. Upon the request in
writing of the registered holder for the time being of any Debentures and upon
the surrender of such Debentures for consolidation, the Company will issue in
substitution there for one Debenture for the principal moneys secured by the
surrendered Debentures or each for a portion of such moneys and upon the like
request and upon the surrender of any Debenture for sub-division will issue in substitution
there for several Debentures each for a fraction of the principal moneys
secured by the surrendered Debenture every such fraction to be for one thousand
rupees or a multiple thereof and the surrendered Debenture or Debentures shall
be cancelled by the Company.
36. Company's obligations
when Govt. Financial Institution is a debenture holder. The Company hereby
further covenants with the Trustee that -
So
long as any Government Financial Institution shall be the holders of the
Debentures the Company shall not without the prior permission of such of them
as are then holding the Debentures, obtained in writing:
a. raise any secured
loans or borrowings or create any encumbrances except to the extent provided
herein.
b. issue any equity or
preference capital or change its capital structure.
c. prepay the whole or
any part of the debentures.
d. give any guarantee
except normal trade guarantees in the ordinary course of business.
e. undertake any new
line of manufacturing activity or any general trading activity other than the
sale of products arising out of its own manufacturing operations.
f. purchase or sell any
capital goods on hire-purchase or deferred payment basis.
g. declare and/or pay
any dividend on its share capital if it fails to meet its obligations to pay
interest and/or installment or installments and/or other moneys payable under
these presents in respect of the debentures as and when they fall due so long
as it is in such default.
h. effect any scheme for
amalgamation merger or reconstruction during the period the debentures or any
part thereof remain outstanding.
i. appoint/reappoint or
alter the terms and conditions of appointment (whether existing or future) of
its Managing Director/s or General Manager/s or of any selling agents whether
sole selling agents or otherwise, or distributors for the sale and distribution
of any of its products.
j. change its practice
with regard to remuneration of non-whole-time Directors, whether by means of
ordinary remuneration or otherwise save the sitting fees of such Directors.
k. radically change its
accounting system.
l. utilise any portion
of the debentures for purpose other than those for which the same are issued.
m. create any charge or
lien or other interest on or in any security created or to be created under
these presents in favour of the machinery suppliers or bankers or others on
account of deferred payments and/or any guarantees arranged therefor save as
provided in sub-clause (c) above.
n. undertake any new
project or expansion/diversification of the project.
o. invest its funds by
way of deposits other than investing in the shares of Companies by way of
rights issue and also other than in co-operative societies or limited companies
for staff welfare or for business premises.
p. invest its funds by
way of deposits other than in the normal course of business or for staff
welfare. (1) subscribe to share capital in any concern other than investing in
the shares of Companies by way of rights issue and also other than in
cooperative societies or limited companies for staff welfare or for business.
37. Covenants for title
etc. The Company hereby further covenants with the Trustee that (a)
notwithstanding anything by the Company done, omitted or knowingly suffered,
the Company now has full power to grant convey or otherwise transfer the
immoveable and moveable property hereby expressed to be granted, conveyed and
transferred unto the Trustees and to charge in favour of the Trustee by way of
floating charge the property and assets mentioned in Clause 8 hereof (b) and
that it shall be lawful for the Trustee, upon entering into or taking
possession of all or any of the mortgaged premises pursuant to the provisions
of these presents or otherwise, to hold and enjoy the same and to receive the
rents and profits thereof without any interruption or disturbance by the
Company or any other person and (c) that freed and discharged from or otherwise
by the Company sufficiently indemnified against all encumbrances actions,
suits, proceedings and demands, costs, charges and expenses whatsoever (d) And
Further that, the Company will from time to time and at all times at the cost
of the Company execute and do all such assurances, acts and things as the
Trustees may reasonably require for effectuating and completing the security
intended to be hereby created And (e) at any time and from time to lime; after
the security hereby has become enforceable the Company shall from time to time
and at all times execute and do all such conveyances, transfers, assignments,
assurances, acts and things as the Trustees may reasonably require for
facilitating the realisation of the mortgaged premises and for exercising all
the powers authorities and discretions
