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Chapter 26 - Forms-Guarantees and Indemnities

The document outlines various types of guarantees, including guarantees for payment of debt, guarantees for goods supplied, and bank guarantees. It specifies the responsibilities of the guarantor, the conditions under which the guarantees are valid, and the limits of liability. Additionally, it includes provisions for renewal and counter guarantees, ensuring that the bank or creditor can claim payment under specified circumstances.

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0% found this document useful (0 votes)
31 views14 pages

Chapter 26 - Forms-Guarantees and Indemnities

The document outlines various types of guarantees, including guarantees for payment of debt, guarantees for goods supplied, and bank guarantees. It specifies the responsibilities of the guarantor, the conditions under which the guarantees are valid, and the limits of liability. Additionally, it includes provisions for renewal and counter guarantees, ensuring that the bank or creditor can claim payment under specified circumstances.

Uploaded by

Mallikarjuna
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOC, PDF, TXT or read online on Scribd
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Guarantee for Payment of Debt

To
CD of, etc. (CREDITOR)

In consideration of your having this day lent and advanced the sum of Rs. ..........
to EF, of (PRINCIPAL DEBTOR), at my request, I, the undersigned, do hereby agree to
be and shall, at all times hereafter until repayment of loans remain responsible to you for
and guarantee payment of the said sum of Rs. ...... in case of his default together with
interest thereon at the rate of .......... per cent per annum, such interest to be calculated
with effect from the date of service of the registered notice of demand on me. This
guarantee shall not be affected by your granting any time or any other concession or
indulgence to the said EF or by his death or insolvency. This guarantee is given without
prejudice to all my rights of reimbursement as against the said EF or his estate as surety
for him for all sums to be paid to you and costs, charges and expenses incurred in
connection therewith.
(Date) AB

******

Guarantee to Pay for Goods Supplied


To
CD and Co. of, etc. (creditors)

In consideration of your having had recently agreed at my request and on my assurance


to keep and maintain regular supply to EF, of, etc. (principal debtor), with articles of trade such as
.............., etc., up to the value of Rs. ...………... on credit, I, the undersigned AB of, etc. (surety)
do hereby promise and agree to remain liable for and guarantee payment of the sum as may be
due and payable as the balance of amount to you by the said EF on demand. This guarantee
shall not be construed as a continuing guarantee and shall not extend as against me to supply of
any goods in excess of the value aforesaid. It shall not be at all necessary for you to institute any
suit or other proceedings against the said EF before demanding of me such payment. This
guarantee shall not stand determined by any change in the constitution of your firm, or by any
concession or other indulgence being given, shown or granted by you to the said EF at any time.

(Date) AB

******

Continuing Guarantee to Pay for Goods Supplied

THIS AGREEMENT is made this ................ day of .........BETWEEN AB of, etc. (surety), of the
one part, and CD of, etc. (CREDITOR), of the other part.
WHEREAS the said CD has, at the request and assurance of the said AB, agreed to
supply EF of, etc. (PRINCIPAL DEBTOR), from time to time in the course of his trade, with
articles of trade such as.............. on credit: NOW IT IS HEREBY AGREED AND DECLARED BY
AND BETWEEN THE PARTIES as follows:

1. The said AB shall at all times hereafter so long as this guarantee shall continue remain
responsible for payment and will pay or cause to be paid to the said CD all such sum or sums of
money as shall become due and payable to the said CD from the said EF for articles supplied or
to be so supplied as aforesaid and not paid for by the said EF or otherwise adjusted not
exceeding however Rs. ............ at any time without confirmation from the said AB first had and
obtained the same being the limit prescribed and subject thereto, this guarantee shall be a
guarantee for the whole of such sum or sums.

2. The guarantee hereby given shall be a continuing guarantee and so cover all trade
deals between CD and EF subject to the limit hereunder prescribed, but nevertheless the said CD
shall, in case of any delay or default on the part of the said EF in making payment, give at least a
fortnight’s notice in writing to the said AB before taking any steps for enforcement of the
guarantee hereunder given by the said AB.

3. Provided always that in the event of any adjudication order, whether voluntary or
compulsory, being made against the said EF or his entering or attempting to enter into a scheme
of composition with other creditors or any attachment effected or charging order made or
Receiver being appointed over his business, even then the guarantee hereunder given shall not
stand revoked, but the said CD shall nevertheless first proceed against the said EF or his estate
to recover as much as possible before requiring any payment on that account to be made by the
said AB under and by virtue of the guarantee hereunder given.

4. The said CD will, at any time during the continuance of this guarantee, give to the said
AB, if and when requested in writing so to do, full and accurate information as to the amount of
the indebtedness for the time being of the said EF to the said CD.

5. Any extension of time granted, concession or indulgence shown on the part of the said
CD towards EF shall not prejudice the rights and obligations of the parties under these presents.

6. This guarantee may be determined at any time by the said AB by payment to the said
CD of the amount for the time being owing by the said EF up to the limit specified in cl. 1 hereof,
or as to subsequent transactions only, by ............ calendar months’ notice in writing given by the
said AB to the said CD.

7. Notwithstanding anything hereinbefore stated, this guarantee shall stand determined


on the death of the said AB absolutely.

IN WITNESS, etc.
AB

Signed, sealed and delivered CD

******
Bank Guarantee

Reference No. ............... of


Suit No. .......... of 2000

In the Court of .......……….......


................ Plaintiff

versus

............. Defendant
Bank Guarantee of ...........

KNOW ALL MEN BY THESE presents that I/we ................... son of .................... by
occupation ................... residing at No. ................ Calcutta (hereinafter called the DEFENDANT
and Bank of .......... a body corporated and constituted incorporated under the Banking
Companies (Acquisition and Transfer of Undertakings) Act of 1970 and carrying on banking
business amongst other places at ................ and having its registered office ............... outside the
jurisdiction of this court (hereinafter called the BANK) are jointly and severally held and firmly
bounded unto Sri .............. the District Judge/Registrar of the .......... Court at ................ his
successor or successors-in-office and assigns in the sum of Rs. ................. (Rupees ................)
only of good and lawful money of the Union of India to be paid to the said Sri ............. (hereinafter
called the District Judge/Registrar) his successor or successors-in-office and assigns as the case
may be for which payment well and truly to be made I/we the .............. and we the Bank for
ourselves and our respective successors and assigns do hereby jointly and severally bind and
oblige ourselves and each and every one of us and them for the whole of the said amount unto
the District Judge/Registrar, his successor or successors-in-office and assigns firmly by these
presents. We the bank do hereby covenant with the District Judge/Registrar his successor or
successors-in-office and assigns that under the Memorandum and Articles of Association we are
authorised to stand as guarantor and to execute the necessary bond therefor, and I/we
the ........... and the bank and our respective successors and assigns do hereby further covenant
with the District Judge/Registrar, his successor or successors-in-office and assigns that we shall
from time to time and at all times hereafter during the continuance of this security at our or their
own costs and expenses execute in favour of the District Judge/Registrar his successor or
successors-in-office and assigns such further and other assurance as may be required for the
purpose of more fully and effectually securing the due payment of the said sum of Rs. ..............
(Rupees ................) only secured by this bond in accordance with the true intent and meaning
thereof And I/we the ............ and we the bank do hereby submit ourselves to the jurisdiction of
this court and appoint premises No..................... and C/o. ............... Advocate as our respective
addresses for service on us of all writs, proceedings and notices that may be issued, taken or
given to us with reference to the condition of this bond or in respect of our liabilities hereunder.

Dated this ................... day of ................... 20.........

WHEREAS by an order dated ............ 20 ............. and made by the said High
Court/District Judge in the above suit, it was inter alia directed that upon the defendants
furnishing security to the satisfaction of the District Judge/Registrar to the extent of Rs. .............
(Rupees ................) only on or before the ............ day of ............... 20 ............ the DEFENDANTS
would be at liberty to withdraw the sum of Rs. ............. lying in deposit in court And That the
DEFENDANT would furnish such security by way of bank guarantee in favour of the District
Judge/Registrar.

AND WHEREAS at a reference held before the District Judge/Registrar of the said court the
defendants proposed the Bank of Baroda as their guarantor for the said sum of Rs. …....…..
(Rupees ..........) only.

AND WHEREAS the bank expressed it willingness to stand as guarantor for the
DEFENDANTS for the said sum of Rs. ........... (Rupees.............) only.

AND WHEREAS the District Judge/Registrar has accepted the said bank as the
guarantor for the DEFENDANTS subject to the said bank along with the DEFENDANTS
executing a bond in favour of the District Judge/Registrar of this court for the sum of Rs. ...........
(Rupees ....) only initially for a period of one year upon the undertaking of the said DEFENDANTS
to have the bank guarantee renewed from year to year at least 14 days before the date of its
expiry until final disposal of the said suit or until further order of this court.

NOW THE CONDITIONS of the above written Bond of Obligation are such that this bond
shall remain in full force and virtue until final disposal of the above suit or until further order of this
court PROVIDED FURTHER that in so far as the BANK is concerned its liability under this bond
is restricted to the sum of Rs. .......... (Rupees ................) only and the guarantee under this bond
shall remain in full force and virtue for a period of one year from the date of this bond, i.e., till
the ............... day of ............ 19 .......... provided further that if the said........... fails and/or neglects
to renew this bond 14 days before the date of its expiry or within such time before the date of
expiry of any subsequent renewal thereof, then and in such an event the bank shall forthwith and
of its own accord deposit with the District Judge/Registrar the said sum of Rs. ............
(Rupees ...........) only being the amount secured under this bond together with a further sum of
Rs. ............. (Rupees .............) only being the amount of commission payable on the said sum of
Rs. ............ (Rupees ..........) only to the Registrar under the rules of this court the total being
Rs. .............

IN WITNESS WHEREOF I/We the said........... and we the said BANK ............. have
signed the day, month and year above-written.

Signed, sealed and delivered


by Bank ..........………........ at
in the presence of:

Dated this................ day of ............ 19....

******
Renewal of Bank Guarantee
To
The Registrar High Court ......
District Judge ................

Dear Sir,

Cause, title of the matter

Subject: Bank Guarantee dated ......... 1999


for Rs. .......... (Rupees.............) only

With reference to the above Bank Guarantee we hereby agree that our guarantee for Rs. ..........
(Rupees .............) will further remain in force until ........... day of ....... 2000 with effect from
the............. day of ............ 1999 unless a demand or claim is lodged on us in writing on or
before.......... day of......... 2000 when we shall stand discharged from all liabilities under the
guarantee thereafter.

Save as aforesaid all other terms and conditions of the aforesaid guarantee remain
unchanged and in force and effect.

This endorsement shall be attached to the original of the aforesaid guarantee and shall
form an integral part of the guarantee dated .....…... day of ............ 1999
Notwithstanding what has been stated above our liability under the guarantee is restricted
to Rs........... only and we shall stand discharged from the same earlier in the event as aforesaid.

Thanking you,
Yours faithfully

Signature of the Bank

******

Deed of Guarantee by a Bank on behalf


of a Company for the Performance of a Contract
THIS DEED OF GUARANTEE MADE THIS ........... day of ............ 1999 BETWEEN the BANK
of ......……..... (hereinafter called the BANK) of the one part and the Governor of …………........
(hereinafter called the purchaser) of the other part;

WHEREAS ………................ a company registered under the Companies Act 1956


(hereinafter called the CONTRACTOR) have by a Deed of Agreement made on the .... agreed
with the purchaser to supply those plants, machinery and equipment in accordance with the
terms, specifications and conditions therein contained;

AND WHEREAS in accordance with the terms and conditions of the aforesaid agreement
the PURCHASER has to make to the contractor an advance payment of ....... Rs. ..........
(Rupees............. only) being equivalent to .........% of the total F.O.B. Value of the contract price,
and such payment is to be secured by a Bank guarantee;

AND WHEREAS the BANK has at the request of the CONTRACTOR agreed to
guarantee the refund of the said advance in case the plants, machinery and equipment of the
value...... aforesaid are not delivered to the State Government in accordance with the terms and
conditions of the said agreement, and the Governor has agreed to make the said advance on
such security:

NOW THIS DEED WITNESSES AS FOLLOWS:

1. In consideration of the PURCHASER having agreed to advance a sum of.......... to the


CONTRACTOR, through the BANK, the BANK doth hereby guarantee that if the contractor shall
fail to supply to the purchaser the plants machinery and equipment of the value of .............. in
accordance with the specifications and conditions contained in the Deed of Agreement dated
the .......... and/or any amendments or modifications in the aforesaid agreement made between
the PURCHASER and the CONTRACTOR ................., the BANK shall repay to the Governor
such amount or amounts as the BANK may be called upon to pay subject to the maximum
aggregate of ............

PROVIDED FIRST that the liability of the BANK under this deed shall not at any time
exceed the said advance of ................

AND PROVIDED SECONDLY that the guarantee hereunder furnished shall be released
and stand discharged as soon as the CONTRACTOR has supplied to the purchaser the plants
machinery and equipment of the value of............ in accordance with the aforesaid Deed of
Agreement.
2. This guarantee of the bank will come into force immediately upon payment of the sum
of........... being received by the BANK for and on behalf of the CONTRACTOR from the State
Government and shall continue in force till the supply of plants, machinery and equipment of the
value of........... aforesaid is effected as testified by documents and invoices.

3. The guarantee hereinbefore contained shall not be affected by any change in the
constitution of the BANK or of the CONTRACTOR.

4. Any account settled between the State Government and the contractor shall be the
conclusive evidence against the BANK of the amount due and shall not be questioned by the
BANK.

5. The neglect or forbearance of the Governor in enforcement of payment of any moneys


the payment whereof is intended to be hereby secured or the giving of time by the State
Government for the repayment thereof shall in no way relieve the bank of their liability under this
deed.

6. The expressions the BANK and the PURCHASER hereinbefore used shall include
their respective successors and assigns.

IN WITNESS WHEREOF ................... etc. FOR AND ON BEHALF OF THE BANK AND
SECRETARY, DEPARTMENT for and on behalf of the Governor have signed this deed on the
day and year first above written.

For and on behalf of the BANK

For and on behalf of the Governor

WITNESS: 1 .............

WITNESS: 2 .............

******

Counter Guarantee in favour of a Bank

…………… BANK

IN CONSIDERATION of .............. Bank having at our request stood as surety for and guaranteed
payment of a sum of Rs. ......... to the Registrar of ............. Court in terms of guarantee dated
this ................ day of ................ 1999 executed by the bank in his favour in Suit No. ......... of
(Cause title) in the circumstances mentioned in the said bond we GB and AB of …………………
do hereby covenant and agree by way of counter guarantee that we shall always remain jointly
and severally liable to pay and reimburse the Bank or its successor in business to the extent of
Rs. .......... and or any other sum or sums as may be due and owing to the bank or its successor
in business on that account inclusive of interest and costs, charges and expenses incurred and to
indemnify and keep the bank indemnified against all such payments and all costs, charges and
expenses which the bank shall incur or otherwise suffer by reason thereof.

We further declare that this guarantee unless we are otherwise relieved from its
performance or non-performance by Statute or adjudication of any court of competent jurisdiction
shall be a continuing guarantee and shall not be deemed to have been satisfied until payment or
realisation of the amount as hereunder contemplated; Further we declare that the character of
this guarantee shall not be affected by death or insolvency of any one or more of us and
furthermore that we shall execute and register all further or other deeds and writings as may be
required for securing or enforcing the counter guarantee and have all questions or disputes as to
the extent of our liability to the bank adjudicated by reference to two arbitrators one to be
appointed by the bank and we shall not be discharged by any compromise between the parties in
the said suit unless the bank is discharged from its liability by adjudication of the said court.

IN WITNESS WHEREOF etc.

Dated this ........... day of ............. GB


AB

******

Agreement of Guarantee
THIS AGREEMENT OF GUARANTEE is made at Calcutta this ..........…...... day of ............. 2000
BETWEEN AB, son of........................, residing at.................. and CD, son of .................., residing
at.................... (hereinafter called the GUARNTORS which term shall unless the context
otherwise requires include their heirs, successors, legal representatives and assigns) of the first
part and EF BANK constituted under the BANKING Companies (Acquisition and Transfer of
Undertakings) Act 1980 carrying on business, inter alia, at.......... (hereinafter called the BANK
which term shall unless the context otherwise requires include its successors and assigns) of the
second part.

In consideration of the BANK having agreed to grant, granting and/or continuing to grant
credit facilities with limits which could be varied from time to time to the Borrower, X Company
Limited, a company registered under the Companies Act 1956 and carrying on business
at ................. at our request in, inter alia,

Overdraft in Current Account

Clean Cash Credit Account,

Cash Credit Hypothecation Account,

Cash Credit Pledge Account,

Letter of Credit Account,

Letter of Guarantee Account,

Deferred Payment Guarantee Account, or


In any other Account

from the BANK’S one or more branches on terms and conditions agreed upon or that might be
agreed upon from time to time between the BANK and the borrower the GUARNTORS hereby
agree and covenant with the BANK as follows:

1. The GUARNTORS hereby guarantee jointly and severally to the BANK the due
performance of all present and future obligations by the borrower towards the BANK and payment
of all moneys due or that might become due from the borrower to the BANK in the said or other
Accounts with interest at the rate chargeable by the BANK from time to time in the said Accounts
with all costs, charges and expenses in default of the borrower remedying the breach or making
payment after being demanded by the BANK.

2. The GUARNTORS declare and agree that this guarantee shall be a continuing
guarantee and shall not be considered as cancelled or in any way affected by the fact that at any
time the borrower may not have any liability on any of the said Accounts or the borrower may
have even a credit balance in the Account but shall continue to be a guarantee and remain in
operation in respect of all subsequent transactions.
3. The GUARNTORS hereby agree that the BANK shall be at liberty to vary the terms
and conditions of granting credit facilities to the borrower as also vary the securities, take new
securities or release existing securities without any consent of the GUARNTORS.

4. The GUARNTORS agree that as between the BANK and the GUARNTORS, the
GUARNTORS are debtors and the BANK will be at liberty to proceed against the GUARNTORS
without any obligation to exhaust its remedies against the borrower company. The GUARNTORS
hereby declare and agree with the BANK that they shall not be entitled to and shall not claim any
rights conferred on GUARNTORS by sections 133, 134, 135, 139 and 141 of the Indian Contract
Act 1872.

5. The GUARNTORS agree that the BANK shall be entitled to obtain from the borrower
company renewal documents or fresh documents and to open new Accounts and take new
securities or consolidate or combine Accounts and/or securities and notwithstanding this the
GUARNTORS shall continue to remain liable to the BANK for payment of all indebtedness and
liabilities of the borrower both present and future including interest, cost and charges.

6. The GUARNTORS declare and agree that without first paying the claims of the BANK
against the borrower they shall not claim or enforce any right against any assets of the borrower
company or any Dividend or monies payable to or in relation to the borrower.

7. The GUARNTORS hereby agree that any Account settled between the BANK and the
borrower or any acknowledgment made by the borrower or any Balance Confirmation or
Acknowledgment of Debts and Securities executed by the borrower shall be binding on the
GUARNTORS and for this purpose the borrower shall be deemed to be the agent duly authorised
by the GUARNTORS herein.

8. The GUARNTORS hereby agree that their liability shall be joint and several and their
respective heirs, successors, administrators and legal representatives shall be liable to pay the
claims of the BANK in relation to the said credit facilities to the borrower.

9. In the event the BANK in breach of its undertaking fails to grant credit facilities and as
a consequence whereof the borrower ceases to carry on business or suffers substantial loss or is
wound up then and in that event the GUARNTORS shall stand discharged from these presents
and from all indebtedness and liabilities and obligations whatsoever towards the BANK.

10. The GUARNTORS agree that the BANK may enforce its rights as a pledgee or right
of a lien on all goods, assets, properties and all moneys standing to the credit of the
GUARNTORS for payment of BANK’S debts against the borrower and/or GUARNTORS.

11. The death, insanity or insolvency of the GUARNTORS shall not affect the
transactions or loans given by the BANK to the borrower till the happening of such event. Any
notice to determine the guarantee or death, insanity or insolvency of the GUARNTORS will
terminate the guarantee only in respect of future transactions. In any such event the Clayton’s
Rule shall apply in respect of future transactions.
12. No infirmity or irregularity in the power of the borrower to borrow from the BANK or in
the exercise of the borrowing power shall affect the validity of these presents or the obligations
and liability of the GUARNTORS to the BANK.

13. The GUARNTORS agree to accept as binding on them and as conclusive evidence of
the moneys payable by the GUARNTORS to the BANK statements of Accounts duly certified
under the BANKER’S Books Evidence Act furnished to the GUARNTORS.

14. Any notice to be served by any of the parties herein shall be deemed to have been
duly served if sent by registered post at the address given herein unless some other
address is specially communicated by a party herein.

15. The BANK agrees to act with due dispatch and in businessman like in all transactions
with the borrower without any undue delay or arbitrariness and in the interest of trade and
business without, however, jeopardising the public money and the prospect of recycling its funds.

IN WITNESS WHEREOF the GUARNTORS and the BANK have signed these presents
on the day, month and year first above-written.

Signed and delivered by AB and CD,


the GUARNTORSs in the presence of:

Signed on behalf of EF BANK by


Mr. ...........……........... the Manager,
authorised signatory and Power of
Attorney holder in the presence of:

******

Government Guarantee

THIS AGREEMENT IS MADE this 5th day of June 2000 BETWEEN the Governor of Arunachal
Pradesh hereinafter called the GOVERNMENT (which expression shall unless excluded by or
repugnant to the subject or context include his successors in Office) of the first part, Arbind Paper
Mills Limited, a COMPANY incorporated under the Companies Act 1956 and having its registered
office at Park Plaza, Calcutta 700 016 hereinafter called the COMPANY (which expression shall
unless excluded by or repugnant to the subject or context include its successors and assigns) of
the second part and ELH BANK, a body corporate constituted under the Banking Companies
(Acquisition and Transfer of Undertakings) Act 1970 and having its Head Office at 3 Old Court
House Street, Calcutta 700 069 hereinafter called the BANK (which expression shall unless
excluded by or repugnant to the subject or context include its successors and assigns) of the third
part.

WHEREAS the COMPANY is a borrower of the BANK and is indebted to the BANK for
more than Rs. 2 crores.

AND WHEREAS for expansion of the business the COMPANY needs further advances of
about Rs. 3 crores but is not in a position to give adequate security to the BANK.

AND WHEREAS the BANK has agreed to grant such advances if the GOVERNMENT
guarantees repayment of said advances with applicable interest.
AND WHEREAS in the interest of the development of the State the GOVERNMENT has
agreed to guarantee to the BANK payment of the COMPANY’s present and future indebtedness
to the BANK and has requested the BANK to grant such advances to the COMPANY.

NOW THEREFORE THESE PRESENTS witnesseth and the parties agree as follows:

1. In consideration of the BANK agreeing at the request of the GOVERNMENT to grant


advances to the COMPANYupto Rs. 3 crores the GOVERNMENT hereby guarantees to the
BANK the payment of all present and future indebtedness and liabilities of the COMPANY to the
BANK. The GOVERNMENT shall hereafter indemnify and keep the BANK fully indemnified from
and against all losses of principal and/or interest, charges and expenses which the BANK may
incur or be put to on account of default of the COMPANY and in demanding, enforcing or
obtaining payment of all or any such moneys either from the COMPANY or the GOVERNMENT
or howsoever otherwise.

2. The BANK shall have the fullest liberty without affecting this guarantee to postpone for
any time or from time to time the exercise of any of the rights powers or remedies available to the
BANK against the COMPANY or any other person or persons and/or any other security and the
GOVERNMENT shall not be released from the liability under this guarantee by any exercise by
the BANK of its liberty with reference to the matters aforesaid or any of them or by reason of time
being given to the COMPANY or any other person as aforesaid or any forbearance, act or
omission on the part of the BANK or any other indulgence given to or composition by the BANK
with the COMPANY or any other person or by any other matters or things whatsoever which
under the law relating to the sureties would but for this provision have the effect of releasing the
GOVERNMENT from such liability.

3. The guarantee herein shall be in addition to and without prejudice to all other securities
if any that the BANK may now or hereafter at any time have from the COMPANY or any other
person for all or any moneys covered by this guarantee and this guarantee shall be enforceable
against the GOVERNMENT notwithstanding that all or any such securities held by the BANK
shall at any time when demand is made from or proceedings taken against the GOVERNMENT
hereunder be outstanding or unreleased.

4. This guarantee shall be a continuing guarantee for all principals and interests from
time to time and at any time remaining due or unpaid by the COMPANY to the BANK in respect of
the sum of Rs. 3 crores and interest thereon payable by it to the BANK and that all compositions
and payments received by the BANK from the COMPANY or from any other person or persons
for or on its account should be regarded for all purposes as payment in gross and the BANK shall
be entitled to prove against the COMPANY before the Liquidator should it go into liquidation in
respect of the whole of its indebtedness to the BANK without any right on the part of the
GOVERNMENT to stand in BANK’s place in respect of or to claim the benefit until the BANK has
received the full amount of the BANK’s claim against the COMPANY and that this guarantee shall
apply to and secure all moneys now or at any time hereafter or ultimately remaining due from or
unpaid by the COMPANY.

5. This guarantee shall not be affected by the BANK’s taking or varying or giving up any
securities or rights if any held by or available to it from or against the COMPANY or any other
person in respect of all or any moneys covered by this guarantee and this guarantee shall not be
determined or in any way affected by the winding up of the COMPANY or the amalgamation
thereof with any other COMPANY or howsoever otherwise.

6. All entries in the BANK’s Books kept by it and made in the ordinary course of its
BANKing business as may be adduced by it shall be conclusive against the GOVERNMENT of
the amounts from time to time thereby appearing due from the COMPANY to the BANK and the
same shall not be disputed or questioned by the GOVERNMENT.
7. Any money or moneys covered by this Guarantee shall be due and payable to the
BANK on demand after requiring payment of the same shall have been delivered or sent through
the post by registered letters addressed to the Secretary, Ministry of Industries, Arunachal
GOVERNMENT.

8. This guarantee shall be a continuing guarantee irrespective of any sum or sums which
may be paid into any of the account or accounts of the COMPANY with the BANK at any time
during the continuance of the guarantee and this guarantee shall remain in force until all principal
and interest payable by the COMPANY to the BANK are fully paid and satisfied.

9. The GOVERNMENT hereby expressly declare that this guarantee and the powers and
provisions herein contained are in addition to and not by way of limitation of or substitution of any
former or other guarantee or guarantees if any heretofore given to the BANK by the
GOVERNMENT and now existing uncancelled and this guarantee is not intended to and shall not
revoke or limit such other guarantee or guarantees and that this guarantee shall be in addition
and without prejudice to any other securities, if any, negotiable or otherwise which the BANK may
now or hereafter possess from the COMPANY or any other person or persons in respect of all or
any moneys secured or intended so to be and the BANK shall be under no obligation whatsoever
to marshall in favour of the GOVERNMENT any such securities or any of the funds or assets that
the BANK may be entitled to receive or have a claim upon and the BANK may at its own absolute
discretion vary exchange renew release modify or discharge or assign all or any of such
securities or instruments negotiable or otherwise and whether satisfied by payment in full or in
part or not.

10. This guarantee shall bind the GOVERNMENT and its successors and shall be
available to and enforceable by the BANK and its successors and assigns including any other
body corporate or COMPANY or concern by or with which the BANK may become amalgamated
or absorbed and that nothing done or omitted by the BANK in pursuance of any of the powers
provisions authorities or permissions contained in this guarantee shall in any way affect or
discharge the GOVERNMENT’S liability under it.

11. Notwithstanding anything hereinbefore contained the GOVERNMENT’S liability under


this guarantee shall not at any time exceed the sum of Rs. 3 crores and interest thereon payable
by the COMPANY to the BANK and all costs and other moneys, for which the GOVERNMENT
shall or may become liable to the BANK and this Guarantee shall be irrevocable and the
GOVERNMENT undertakes not to revoke the same or purport to do so at any time before the
BANK has received payment of all moneys hereby guaranteed as aforesaid.

IN WITNESS WHEREOF this guarantee has been executed for and on behalf of the
Governor of Arunachal Pradesh State by Mr. V. Venkateswaran, Secretary, Industries
Department this 5th day of September 2000.

For and on behalf of and under Order of


Governor of Arunachal Pradesh

Sd/- 5.9.2000

Secretary, Department of Industries,


Arunachal Pradesh

******
Bank Guarantee in favour of Government

This agreement is made on this................ day of ............ 2000 between the Governor of Tamil
Nadu (hereinafter called the GOVERNMENT) of the one part and TN BANK Ltd. a BANKing
company registered under the Companies Act 1956 and carrying on business, inter alia, at Tamil
Nadu hereinafter called the BANK (which expression shall unless the context otherwise requires
include its successors) of the second part and Builders Ltd. a company registered under the
Companies Act 1956 and carrying on business at P.T. Road, Chennai hereinafter called the
CONTRACTOR (which term shall include unless repugnant to the context its successors).

WHEREAS Builders Ltd. has been awarded a contract for construction of a housing
complex at Green Avenue, Chennai for Rs. 350 lakhs and is required to deposit
security money for Rs. 35 lakhs.

AND WHEREAS in consideration of the GOVERNMENT having agreed to exempt the


CONTRACTOR from depositing the security deposit of Rs. 35 lakhs under the terms and
conditions of the Contract entered into between the GOVERNMENT and the CONTRACTOR on
the CONTRACTOR furnishing a BANK Guarantee for security deposit amount in favour of the
GOVERNMENT for the due fulfilment by the CONTRACTOR of the terms and conditions of the
agreement with the Government.

AND WHEREAS the CONTRACTOR has approached the BANK for issue of such a
guarantee in favour of the GOVERNMENT on behalf of the CONTRACTOR for the performance
and discharge of the obligations of the CONTRACTOR under the said contract entered into by
and between the GOVERNMENT and the CONTRACTOR.

AND WHEREAS the CONTRACTOR has approached the BANK for issue of such a
BANK Guarantee in favour of the GOVERNMENT and is agreeable to deposit the requisite
margin money as also to execute a Counter Guarantee in favour of the BANK.

AND WHEREAS the GOVERNMENT has forwarded a draft copy of the BANK Guarantee
which the CONTRACTOR has scrutinised and approved and directed the BANK to issue a BANK
Guarantee in favour of the GOVERNMENT in accordance with the terms contained in the draft
BANK Guarantee forwarded by the GOVERNMENT.

NOW THEREFORE THESE PRESENTS WITNESSETH and the parties hereby agree as
follows:

1. The BANK hereby undertakes to pay to the GOVERNMENT upto Rs. 35 lakhs as
may be due and payable under this Guarantee on the first demand being made without
any demur irrespective of any dispute between the CONTRACTOR and the
GOVERNMENT in respect of any amount of claim against the CONTRACTOR as
being due by way of loss or damage caused to and suffered by the GOVERNMENT
without any question as to the factum or quantum thereof provided that the liability of
the BANK shall be restricted to an amount not exceeding Rs. 35 lakhs covered by the
guarantee.

2. The BANK Guarantee contained herein shall remain in full force and effect for a period
of 12 months from the execution hereof and that it shall continue to be enforceable by the
GOVERNMENT till all the dues thereunder or by virtue of the said agreement have been duly
paid and the claim will be satisfied or discharged or that the said agreement is fully carried out by
the said CONTRACTOR.
3. The BANK agrees and declares that the GOVERNMENT shall have the fullest liberty
without the written consent or prior approval and without affecting anything in any manner any
obligation hereunder to vary any of the terms and conditions of the said agreement or to extend
the time of performance by the CONTRACTOR from time to time or to postpone at any time or
from time to time any of the powers exercisable by the GOVERNMENT against the
CONTRACTOR and to forbear to enforce any of the terms and conditions relating to the said
agreement and it is declared that notwithstanding any such variation or extension or forbearance,
act, omission or indulgence on the part of the GOVERNMENT in favour of the CONTRACTOR,
the guarantor shall not be released of its liability by reason of any such variation, extension or
acts of forbearance.

4. The BANK hereby undertakes not to revoke the guarantee during its currency except
with the previous consent in writing of the GOVERNMENT.

5. Any claim for breach of the contract by the CONTRACTOR or for any loss or damages
suffered by the GOVERNMENT should be made by invocation of the BANK Guarantee within the
validity period of the said guarantee. No claim under the guarantee shall be entertained after the
expiry of the BANK Guarantee period.

6. The BANK further undertakes not to revoke the guarantee during the currency of the
guarantee except with the previous consent in writing of the GOVERNMENT in case of any
dispute between the CONTRACTOR and the GOVERNMENT in relation to their contract. On
invocation of the BANK Guarantee the BANK would pay to the GOVERNMENT without any
question as to any breach of the agreement or loss sustained or otherwise and the invocation in
terms of the guarantee will be taken as final and conclusive.

IN WITNESS WHEREOF the parties herein executed these presents on the 10th day of
June 2000 at Calcutta.

Signed, sealed and delivered by


TN BANK Ltd. by its authorised
agent Mr. .......................………
in the presence of: Signature

******

Government Guarantee

Guarantee by the Governor of Welfare State to Industrial Bank Ltd. for payment of the value of
the debentures of X Co. Ltd.
… … …

WHEREAS the Rehabilitation Scheme for X Co. Ltd. (hereinafter called the COMPANY)
submitted inter alia by the Government of Welfare State was accepted by the Hon’ble High Court.

AND WHEREAS in pursuance of the Rehabilitation Scheme dues of Rs. 2 crores are to
be paid by the company to the Industrial Bank Ltd. (hereinafter called the BANK) by issue of
debentures to the BANK for the amount carrying 12% interest per annum.
AND WHEREAS these debentures will be convertible into equity capital as soon as the
first dividend is declared by the COMPANY.

AND WHEREAS the BANK expressed difficulty in accepting the terms of issue of
debentures by the company unless guaranteed by the Governor of Welfare State (hereinafter
called the GOVERNMENT) and the GOVERNMENT agreed to give such guarantee.

NOW THEREFORE the GOVERNMENT hereby guarantee to the bank the payment of
the debentures issued to the BANK by the COMPANY for the sum of Rs. 2 crores carrying
interest at 12% per annum on the conditions as follows:

1. At any time after the COMPANY shall have made default for more than 30 days in the
payment of the said principal sum or any interest GOVERNMENT shall on demand pay the same
to the BANK the holder of the debentures.

2. The debenture-holder, without exonerating the GOVERNMENT may grant time or any
other indulgence to the COMPANY and may assent to modification of its rights and may accept or
make any composition or arrangement with the COMPANY.

3. In order to give full effect to this guarantee the debenture-holder shall be entitled to act
and treat as if the GOVERNMENT was the principal debtor to the debenture holder in respect of
the moneys hereby guaranteed and the GOVERNMENT hereby waives all its suretyship or other
rights, if any, which are inconsistent with any of the provisions of this guarantee.

4. Under no circumstances it shall be necessary for the debenture-holder to take any


steps or proceedings for enforcing its rights against the company before enforcing this guarantee
against the GOVERNMENT.

5. The principal sum or any interest covered by this guarantee shall be due and payable
by the GOVERNMENT to the debenture-holder on demand after notice/s requiring payment of the
same shall have been delivered or sent through the post by registered letter addressed to the
Secretary to the GOVERNMENT, Ministry of Industries.

IN WITNESS WHEREOF this guarantee has been executed for and on behalf of the
Governor of Welfare State by Mr. ........................., Secretary Industries Department this 5th day
of July 2000.

For and on behalf of the Governor of Welfare State


Sd/- ……………….

Secretary, Ministry of Industries


Government of Welfare State

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