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To be signed by Borrower & Co- Borrower on all pages at each Block marked

AGREEMENT-CUM-PLEDGE

This Agreement made between:


(1) The Borrower/Co-applicant primary pledger, the details whereof are given at the end of the
Agreement, of the First Part, hereinafter called the “Borrower”
AND
(2) IL&FS Financial Services Limited , a Company within the meaning of the Companies Act, 1956 (1
of 1956) and having its registered office at “The IL&FS Financial Center”, Plot C-22, G Block,
Bandra Kurla Complex, Bandra (East), Mumbai-400 051 and a Branch Office at Core-4B, 4th
Floor, India Habitat Centre, Lodi Road , New Delhi-110003, of the Second Part, hereinafter called
“IFIN ”
The expression ‘Part’ unless repugnant to the context, is deemed to include legal heirs, executors,
administrators and assigns

WHEREAS the Borrower has requested IFIN to sanction a Loan of Rs


Rupees ( ______________________________________ _________ ) ("the Loan")
against the Security of Shares as specified in Schedule hereto (hereinafter referred to as the "Security"
or "Securities") of which the Borrower is the legal and beneficial owner

AND WHEREAS the Borrower has submitted the Loan Application Form, Financial details, (as more
specifically mentioned in Annexure-1 of this Agreement) duly filled-in and signed and also agreed to
the schedule of charges for the Loan (as more specifically mentioned in Annexure-2 of the Agreement).
The Borrower has also been furnished by IFIN a List of Approved Scrips, prevalent as on the date of
sanction of the Loan

AND WHEREAS IFIN has agreed to grant the Loan upon the following terms and conditions :

(1) The Loan, will be maintained within the Drawing Power of the pledged Securities at the time of
grant of the Loan and/or each draw-down in the case of ‘Scheme C’ – Line of Credit Loans.
“Drawing Power” has been defined as the amount eligible for Loan after reduction of margin on
each of the pledged Securities as may be applicable from time to time; and the term “Margin”
means “the percentage of the value of pledged Securities that is not available for loan to the
Borrower”. IFIN will have the exclusive right to vary the Margin applicable on any Security at
any time and the same will be binding on the Parties. The Loan is repayable unconditionally on
demand at IFIN' absolute discretion and without giving any reasons whatsoever. IFIN would give
3 (three) working days written notice to the Borrower to repay the Loan amount together with
interest accrued and all other amounts due till the date of actual realisation. “Working day” means
a day on which trading of Securities takes place on the Bombay Stock Exchange;

(2) Without prejudice to the provisions of Clause(1) the Loan will be available for
a period of __________ months from the first date of disbursement and the Borrower shall
repay the same on or before the expiry of the term.

IFIN may at its absolute discretion and subject to the Borrower being regular in payment of
interest, agree to renew the Loan on the terms and conditions prevalent at the time of renewal.
The Borrower hereby agrees and accepts that the Securities, Promissory Note, this Agreement and
other documents and writings executed by the Borrower would be a valid and Continuing Security
by way of an exclusive charge to IFIN for all monies which are due from the Borrower. If the
Loan is recalled, the Borrower shall on demand be bound to repay the entire amount together with
accrued interest till the date of actual realisation and all other amounts due to IFIN as on that date;

(3) (a) The Loan shall carry interest at the rate of ______ % per annum payable monthly/quarterly on
the last day of each month/quarter;
OR
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(3) (a) The Loan shall carry interest at ________% pa over the IFIN Reference Rate payable
monthly/quarterly on the last day of each month/quarter. Any variation in the IFIN Reference
Rate would result in an equal change in the interest rate . Such change shall be intimated by
IFIN to the Borrower from time to time and shall be effective from the date of change of IFIN
Reference Rate. The current IFIN Reference Rate is _____ % per annum;

(b) The interest would be calculated from the date of Loan disbursement cheque. IFIN would not
be responsible for any delay on the part of the Borrower to collect and/or deposit the cheque
or otherwise. The determination of interest by IFIN, from time to time shall be final and
conclusive and shall be binding upon the Borrower;

(c) The Borrower shall give Post Dated cheques drawn in favour of IFIN for the Loan;

(4) In consideration of the Loan, the original Securities mentioned in the Schedule
attached to this Agreement, are hereby pledged in favour of IFIN as an exclusive
charge to IFIN towards repayment of the principal amount of the Loan, interest, costs
and any other charges etc. due to IFIN. Any change in the Securities hereby pledged
may be effected by execution of Supplementary Schedule(s). Such Supplementary
Schedule(s) would be deemed to form part and parcel of this Agreement and would
not require execution of a fresh Agreement. Such change in the Schedule would,
interalia, include withdrawal of existing Securities, substitution, replacement and
addition of fresh Securities etc. Such withdrawal may be of any of the Securities
pledged by the Borrower ;

(5) (a) If at any time the value of the Securities falls so as to reduce the Drawing Power below the
Loan outstanding together with interests and other costs of the Loan, the Borrower shall
within 3 (three) working days of date of notice from IFIN, deposit Securities (as per the list of
approved Scrips as amended from time to time) valued at the valuation price on the date prior
to the date of deposit of additional Securities together with any further deficiency which may
have arisen on the date of such rectification or, repay the corresponding quantum of the Loan
by which the Drawing Power falls short, failing which IFIN reserves the right to invoke the
pledge and may at its discretion sell, dispose off or realise any or all of the Securities without
being liable for any loss or damage or diminution in value sustained by the Borrower.
Valuation price has been defined as Closing price or Average of Highest and Lowest Price for
the period whichever is lower ;

(b) If at any time the Drawing Power of the Borrower reduces by _____ %, IFIN reserves its right
to invoke the pledge without waiting for the 3 (three) working days notice and may at its
discretion sell, dispose off or realise any or all of the Securities without being liable for any
loss or damage or diminution in value sustained by the Borrower;

(c) IFIN shall have access to the pledged Securities referred to in the Schedule annexed to this
Agreement and shall have the right to use/invoke such security towards repayment in part or
full of any other Loan/facility and interest accrued and other sums due to IFIN against such
Loan/facility extended by IFIN to the Borrower;

(d) IFIN shall have access to the Securities pledged by the Borrower with IFIN for any other
outstanding Loan as on that date. These pledged Securities shall be used/invoked to set-off
deficiency in Drawing Power, repayment of Loan amount, interest and other amounts as may
be recoverable from the Borrower under the Agreement; and/or

(e) In the event of default in discharge of any liability, under any loan/facility granted by IFIN to
the Borrower, the said default will constitute a default on any/all the facilities and in such
event IFIN shall be entitled to enforce, at its option, all or any of the Securities given by the
Borrower and appropriate the enforced proceeds against all or any of the facilities. The
Borrower shall provide the necessary documents as may be required by IFIN, from time to
time for this purpose
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(6) Upon any default in payment of dues and/or default in rectifying the deficiencies in
Drawing Power as mentioned in Clause 5 of this Agreement, the Borrower would be
liable to pay an additional interest @ 2% p.a. on the entire Loan payable from the date of
the default till the date of payment of the Loan/rectification of Drawing Power, without
prejudice to IFIN’s other rights available under this Agreement and in law;

(7) In the event of the Borrower prepaying the Loan, voluntarily or otherwise, the Borrower
shall be liable to pay a prepayment charge of 1% p.a on the amount prepaid for the
unexpired period of the Loan, other than Loans under Scheme C Line of Credit;

(8) Any notice or demand required to be given herein shall be given to the parties hereto in
writing and shall be addressed at the respective address given by the Borrower in the
application form as more specifically mentioned in Annexure-1 of this Agreement. In the
event of any change in the Borrower's address, the Borrower shall forthwith intimate the
same to IFIN, failing which service of notice or correspondence to the address given by
the Borrower shall be deemed to have been served at the time it would be delivered in the
normal course. Notice shall be sent either by Registered Post, or Telegram or by Courier
and/or by Fax. The Receipt issued by the Post Office, Courier acceptance note and/or fax
confirmation slip shall be construed to be conclusive proof of IFIN having sent the notice.
The term “Courier acceptance note” means the document issued by the courier
confirming delivery of the notice by IFIN to the courier;

(9) The Borrower agrees to accept the statement of account sent by IFIN or by any other
authorised representative of IFIN as conclusive proof of the correctness of any sum
claimed to be due from the Borrower unless the Borrower reverts to IFIN within a period
of 3 (three) working days from the date of despatch of statement of account;

(10) The Borrower agrees that any accretion to the Securities by way of bonus shares shall also
be deemed to be pledged with IFIN without any further act or deed and shall be deemed
to be part and parcel of the Securities as per the Schedule of Securities of this Agreement
and the terms and conditions of this Agreement shall mutatis mutandis apply to such
accretions. The Borrower shall carry out such acts as may be required by IFIN to perfect
the Security in favour of IFIN;

(11) During continuance of the pledge hereby created, all voting rights in respect of the
Securities (unless the same are transferred or sold) shall be exercisable by the Borrower in
a manner which is not prejudicial to the interest of IFIN or the Securities pledged with
IFIN. However, in the event of enforcement of the Pledge created hereunder, the voting
rights shall automatically be exercisable by IFIN;

(12) The said pledged Securities and the Promissory Note would be a continuing Security to
IFIN for all monies, which are due from the Borrower. It is declared that the Securities
are free from any lien, charge or other encumbrance and the parties undertake to keep
them as such during the time the Securities are pledged with IFIN;

(13) The Borrower agrees not to stop the transfer of the Securities to the name of IFIN or its
nominees;

(14) The Borrower shall have executed or agree to execute such transfer instruction slips
and/or other instruments of pledge as may be requested by IFIN. IFIN shall be entitled to
transfer the Securities in its own name, at any time;

(15) The Borrower also undertakes to give irrevocable and unconditional Power of Attorney in
favour of IFIN authorising IFIN or any of its nominees to create and/or close the pledge
of Securities or to sell or transfer the said pledged Securities for the purpose of enforcing
the Security in accordance with this Agreement;

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(16) Without prejudice to the rights of IFIN under this Agreement, the Borrower
unconditionally agrees that IFIN can create a pledge and or close the pledge of Securities
or sell other shares (unapproved or approved scrips) available in the Borrower's Demat
account(s) with IL&FS Securities Services Limited (ISSL) and / or any other Depository
Participant, inter alia, for the purpose of rectification of Drawing Power, recovery of
Loan amount, interests, costs and all other amounts recoverable under this Agreement.
IFIN shall intimate the Borrower in writing within 1 (one) day of such creation/closure of
pledge and/or sale of Securities

(17) IFIN shall credit, if received, all dividends received in respect of all Securities pledged
with IFIN into the account of the Borrower;

(18) IFIN shall be entitled to sell, assign or transfer IFIN's rights and obligations under this
Agreement to any person(s) of IFIN's choice in whole or in part and in such manner and
on such terms as IFIN may decide and deem fit. Any such sale, assignment or transfer
shall conclusively bind the Borrower. The Borrower shall not be entitled to directly or
indirectly assign the benefit or obligation of this Agreement;

(19) In consideration of the Loan disbursed against the Securities mentioned in the Schedule
attached to this Agreement, the Borrower unconditionally and irrevocably agrees to indemnify,
reimburse and hold IFIN free and harmless against all liabilities, obligations, losses, damages,
penalties, suits, costs, expenses, disbursements, claims, actions, proceedings in the event of any
act of omission or commission by IFIN in connection with this Agreement and the bonus
shares/dividend/interest warrants pertaining to the Securities pledged under the Loan. This
indemnity shall be binding on the Borrower and on the Borrower's legal heirs for all time
hereinafter and shall not be disputed and/or challenged by anyone;

(20) All costs (including legal costs), charges, expenses, taxes, duties (including stamp duties) in
relation to this Agreement and any document executed pursuant hereto and in relation to the
creation, enforcement, realisation and attempted realisation of any Security shall be borne and
paid by the Borrower alone. The Borrower authorises IFIN to debit the aforesaid sum to the Loan
account;

(21) The Borrower shall within 3 (three) working days notice from IFIN furnish at the end of every
quarter requisite reports, statements and information in the form and manner as may be required
by IFIN from time to time;

(22) The Borrower unconditionally agrees that IFIN shall by giving 3 (three) working days notice
in writing have an exclusive right to change any and/or all terms of the Agreement inter alia with
respect to schedule of charges including rate of interest, prepayment charges, renewal charges,
penalty charges, etc. (as more specifically mentioned in Annexure-2 of this Agreement), Drawing
Power requirement, notice period for rectifying Drawing Power, repayment of loan etc;

(23) The Borrower unconditionally agrees that IFIN shall by giving 3 (three) working days notice
require the Borrower to replace any and/or all the Securities pledged with IFIN with other
Approved Securities from the date of such notice, failing which IFIN shall have a right to sell the
pledged Securities and/or recall the Loan;

(24) The Borrower agrees that this Agreement, the Promissory Note, the Power of Attorney,
Transfer Instruction Slips and other documents and writings executed by the Borrower, shall be
irrevocable and shall not be revoked by the death/dissolution/ winding up of the Borrower and
IFIN may notwithstanding the death/dissolution/ winding up of the Borrower enforce and sell any
and all the Security and/or cause any and all Security to be sold and/or transferred and/or
otherwise act pursuant to the said Power of Attorney, deeds and the other documents and writings
executed by the Borrower in the event of :

(i) default by the Borrower in repaying the Loan together with all dues on the date of
maturity; and/or

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(ii) non-payment of interest for 1 (one) month/quarter except in the case of Scheme C –
Line of Credit Loans; and/or
(iii) failure on the part of the Borrower to deposit additional Securities as specified in
Clause 5 of this Agreement; and/or
(iv) any breach of any of the terms and conditions herein contained; and/or
(v) utilisation of the Loan for speculative or anti-social business and/or for purposes
other than those specified in the application form ; and/or
(vi) failure to repay the Loan, interest and other sums as per the provisions of this
Agreement; and/or
(vii) default by the Borrower under any other Loan/Facility outstanding with IFIN; and/or
(viii) If any extraordinary situation or circumstances have arisen, which, in the opinion of
IFIN, may make it impossible for the Borrower to fulfil its obligations hereunder or
under the terms of sanction of the Loan; and/or
(ix) Default by the Borrower in payment of tax liability; and/or
(x) Default in replacing the Securities with other approved Securities as specified in
Clause 23 of the Agreement; and/or
(xi) Default in furnishing information, reports, etc. as specified in Clause 21 of the
Agreement; and/or
(xii) Any information furnished by the Borrower to IFIN in the application form or during
the currency of the Loan is found to be misleading or incorrect in any material
respect
(sub-clauses (i) to (xii) above are hereinafter referred to as “the Events of Default”)

IFIN shall, without obtaining consent of the Borrower, be entitled (but not bound) to sell or
otherwise dispose off, in any manner all or any of the Securities by public auction or private
contract in such manner and upon such terms and subject to such conditions as IFIN may think fit,
and the proceeds of such sale or disposal shall be applied first in payment of all costs, charges and
expenses incidental to such sale or disposal and for enforcement of the pledge hereunder, secondly
in repaying the Borrower's dues and in respect of all other outstanding dues to IFIN in respect of
the Loan or otherwise

PROVIDED THAT the decision of IFIN on the happening of an event of default, the
number/amount of Securities and the identification of Securities which are to be so sold or
disposed off, shall be final and binding on all concerned

IFIN shall not in any way be liable for any loss or depreciation in value of the Securities whilst in
its possession or in course of realisation or disposal as provided hereunder

In case, the proceeds of the sale or disposal of the Securities are not sufficient to pay/repay the
dues of IFIN, the Borrower shall undertake to make good the deficit immediately on request from
IFIN

(25) No delay in exercise or omission to exercise any right, power or remedy accruing to IFIN
hereunder shall impair or abridge any such right, power or remedy nor shall it be construed to be a
waiver thereof;

(26) Words importing the masculine gender will include the feminine and neutral gender. Word
incorporating the singular number will include the plural;

(27) Without prejudice to the rights of IFIN to enforce certain provisions of this pledge without
intervention of the court and to exercise certain other remedies as set out herein, the provisions of
this Agreement shall be governed by Indian laws;

(28) The Borrower confirms that the Borrower is not debarred, suspended, penalized or black-listed
by the Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI), the Stock
Exchange(s) or any other Regulatory Authority, and further confirms that there are no
restriction(s) currently applicable or any enquiry or disciplinary action pending which may result
in the Borrower being debarred, suspended, penalized by any of the Regulatory Authorities;

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(29) The Agreement shall become binding on the Borrower and IFIN on and from the date first
hereinbelow written. It shall remain in force and shall not be redeemed till all the monies due
and payable under the Agreement are fully paid off to the satisfaction of IFIN

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The parties hereto have signed this Agreement in acceptance of all terms and conditions stated above at
_________________________ on __________________

Party of the first Part-Borrower :

(1) Name : ___________________________________

Mailing /Branch Address : ___________________________________

Registered Office Address : ___________________________________

Signature : ____________________________________

(In case of Corporate Borrower)


The Common Seal* of the Company has
been affixed hereto pursuant to the
resolutions passed at the Board Meeting held
on ______________in the presence of
Mr___________________ and
Mr___________________ Directors of the
Company and countersigned by
Mr.____________________of the Company
who have subscribed their signatures hereto in
token thereof
*Common Seal to be affixed in Accordance with the Articles of Association

Party of the Second Part

Name : IL&FS Financial Services Limited

Name : _______________________ Signature: ____________________

Name : _______________________ Signature____________________

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