Business Law
CIA 1
Component 2
BANK MORTGAGE AGREEMETS TO TAKE LOANS MORTGAGING
COMMERCIAL VEHICLES
Submitted By:
Aditi Gupta
1720441
6 BBA D
Submitted to:
Prof. Saklesh N.
ALLOTMENT AGREEMENT
This Allotment Agreement is made by and between following:
PARTIES:
1. ICICI Bank limited., a company incorporated under the laws of the State of Delhi and having
its principal office at Delhi represented by its Mr Arjun Khanna (Hereinafter referred to as the
“Lessor”) which expression shall unless it be repugnant to the context or meaning thereof be
deemed to mean and include all persons deriving title under the Lessor.
2. Gupta Ltd. incorporated in India under the Companies Act, 1956/ 2013 with corporate
identity number 67190 DL 2013 PVT 0987 whose registered office is at 15/22, Inner Circle,
Connaught Place, New Delhi, India.
PURPOSE OF CONTRACT
For availing loan through mortgaging commercial vehicle dated 8th December 2019.
RECITALS
WHEREAS the Borrower(s) has requested the Bank and the Bank has agreed to provide a
Facility up to the eligible limit(s) under its Vehicle Mortgage Scheme as specified in the
Schedule attached more particularly described here under and in terms of the sanction letter,
more particularly described in the Schedule with full authority to the Bank from time to time
to renew or reduce or enhance the limit or altogether withdraw the Facility on the terms and
conditions appearing herein (hereinafter collectively and individually referred to as the
"Facility").
NOW THEREFORE, in consideration of the mutual promises contained herein, and other
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for
the reasons set forth and in consideration of the covenants and promises of the parties hereto,
parties agree as follows:
1. INTERPRETATIONS
In these terms and conditions (the “Standard Terms”, as referred to in the Application
Form), unless there is anything repugnant to the subject or context thereof, the expressions
listed below, if applicable, shall have the following meanings:
1.1. An "amendment" includes a supplement, modification, novation, replacement or reenactment and "amended" is to be construed accordingly.
1.2. "Assets" include all properties whatsoever both present and future, (whether tangible,
intangible or otherwise)
1.3. “Law” includes any constitution, statute, law, rule, regulation, ordinance, judgement,
order, decree, authorisation
1.4. An "authorisation" includes an authorisation, consent, clearance, approval,
permission, resolution, licence, exemption, filing and registration;
1.5. “Encumbrance” includes a mortgage, charge, lien, pledge, hypothecation, security
interest or any lien of any description whatsoever.
1.6. The singular includes the plural and vice versa;
1.7. The headings of the clauses to this Agreement are for convenience only and shall be
ignored in construing this Agreement;
1.8. Reference to the words “include” or “including” shall be construed without
limitation.
2. FACILITY AND DISBURSEMENT
2.1. The principal amount of the Facility applied for / availed of by the Borrower/s shall be
the amount specified in the Application Form.
2.2. The Borrower/s shall be liable to pay interest on the Facility at the rate and on the
date(s) specified in the Application Form. The rate of interest payable by the
Borrower/s shall be subject to changes based on guidelines / directives issued by RBI
to banks from time to time.
2.3. In cases where the Facility applied for is for the purchase of the Vehicle(s), the
Borrower/s shall, prior to and as a condition for disbursement of the Facility by ICICI
Bank, provide ICICI Bank with documents evidencing the payment of Borrower/s
contribution towards the purchase of the Vehicle(s), if any, as specified in the
Application Form.
2.4. The Borrower/s shall be solely liable to bear any increases in the price of the Vehicle(s)
and/or the costs of insuring or registering the Vehicle(s).
3. PAYMENT, PREPAYMENT AND OTHER CHARGES
3.1. The Borrower shall pay in full the EMI and all other Outstanding Obligations without
any demur, protest or default and without claiming any set-off or counterclaim on the
respective Due Dates. No notice, reminder or intimation shall be given to the Borrower
regarding his obligation and responsibility to ensure prompt and regular payment of
the Outstanding Obligations on the respective Due Dates.\
3.2. The Borrower/s may repay / pay the Instalments and other monies in respect of the
Facility through any one of the following modes – post-dated cheques (“PDC
method”) / the Electronic Clearing System (Debit Clearing) as notified by the RBI
(“ECS method”)/ direct debit from the Borrower/s’ bank account with ICICI Bank
(“Direct Debit method”) / by deduction from the Borrower/s’ salary (“Salary Debit
method”) / by directly paying amounts by cash or cheque/draft (issued in the name of
“ICICI Bank Limited”) when due to ICICI Bank (“Direct Payment method”) / by any
other method, and as has been selected by the Borrower/s in the Application Form.
3.3. The number of advance Instalments, as mentioned in the Application Form, paid by
the Borrower/s to ICICI Bank (or its nominees) prior to disbursement of the Facility
(or at any other time, as may be specified by ICICI Bank) shall be adjusted against the
payment of the last Instalments (of an equal number) or in any other manner as decided
by ICICI Bank.
3.4. The Borrower/s shall at all times maintain sufficient funds in his/her/their bank
account/s to ensure that the cheques or post- dated cheques, if any, issued by the
Borrower/s are not dishonoured and the Instalments are received /realised by ICICI
Bank before the applicable Due Date(s).
3.5. The Borrower/s shall not be entitled to cancel or issue stop- payment instructions with
respect to the post-dated cheques for so long as the Facility (or any part of the
Borrower/s’ Dues) is outstanding and any such acts of the Borrower/s shall be deemed
to have been committed with an intention to cheat ICICI Bank and avoid prosecution
under the Negotiable Instruments Act, 1881, and ICICI Bank shall be entitled to initiate
appropriate criminal proceedings against the Borrower/s.
3.6. The Borrower/s shall not, without the approval of ICICI Bank (which approval may be
given subject to such terms and conditions as may be stipulated by the Bank including
payment of minimum prepayment amount, prepayment premium or discounted interest
and/or any other charges, plus applicable interest tax or other.
3.7. The Lender may, in its sole discretion, require the Borrower to adopt or switch to any
alternate mode of payment and the Borrower shall comply with such request, without
demur or delay.
4. VEHICLES
4.1. The Borrower/s shall be solely and exclusively responsible for the quality, condition,
fitness and performance of the Vehicle and for getting/ensuring delivery of the Vehicle
from the manufacturer/dealer/seller, as the case may be, and Bank shall not be liable
or responsible for any delay in delivery or any demurrage cost or for any defect or
variation in the quality, condition or fitness or performance of the Vehicle or any
guarantees or warrantees given by the manufacturer/dealer/seller in respect thereof.
4.2. Where the Vehicles is/are motor vehicles requiring registration under any law for the
time being in force, the Borrower/s shall, within 10 days from the date of approval of
the Application Form or delivery of the Vehicles (whichever is earlier), have such
Vehicles registered with the appropriate Registering Authority, and submit a certified
copy of the Registration Certificate to Bank.
4.3. Where full details of the Vehicle (such as engine number/chassis number/serial
number, registration number, etc., as required to be specified in the Application Form)
is/are not available at the time of submitting the Application Form, the Borrower/s
shall furnish all such details of the Vehicle to Bank, in such format as specified by
Bank, within three days of delivery of the Vehicle or receipt of such details (such as
the registration number of vehicles) from the appropriate authority.
4.4. The Asset shall, so long as the Facility or any part thereof is outstanding to Bank, be
subject to the security created in favour of Bank. The Borrower shall duly use, operate
and keep the Asset in sound working and repair condition under the Borrowers own
possession and control and the Borrower/s shall not enter into any agreement with any
person, body or authority for the use, transfer or disposal of the Asset.
4.5. The Borrower/s shall comply with all laws, rules and regulations (statutory or
otherwise) relating to the Asset and its use and shall obtain, and keep effective at all
times, all necessary insurance, licenses, registrations, permissions, approvals and
consents for the storage, use and operation of the Asset.
5. GUARANTEE
In case the Lender so requires, the Borrower hereby agrees to procure a guarantee executed
by such persons as required by the Lender and in the form and manner to the satisfaction
of the Lender.
6. INSURANCE
6.1. The Borrower shall, for so long as any portion of the Borrower Dues is outstanding
Bank, fully insure, and keep the Asset so insured, at his/her own costs in the single/
joint names of the Borrower, in whose name the Vehicle is registered as per the
applicable laws for the time being in force, and assign the benefits of such policy in
with the name of Bank appropriately endorsed and recorded as ‘Pledgee’ / ‘Mortgagee’
in such insurance policy.
6.2. In the event of any failure by the Borrower to obtain such insurance policies and/or to
furnish proof of the same to Bank, ICICI Bank may insure the Vehicle at the Borrower
cost.
6.3. In the event of any loss or damage to the Vehicle due to any accident, the first claim
on any insurance proceeds shall be that of Bank, which proceeds shall be applied by
the Bank towards the Borrower Dues in terms hereof or such other manner as deemed
fit by Bank.
6.4. The Borrower shall not be entitled to raise any claim against the Bank in case chooses
not to take any action in relation to the insurance proceedings and/or on the grounds
that a larger sum or amount of claims might or ought to have been received or be
entitled to dispute the liability of the Borrower for the balance amount of Borrowers’
Dues remaining due after such adjustment.
7. SECURITY
7.1. As security for (a) the due payment/repayment by the Borrower of the Borrowers’
Dues and (b) the strict compliance by the Borrower with his/her covenants and
obligations under the Loan Terms, the Borrower shall create such security or cause any
third parties to create such security on any or all of the Asset, or provide such other
security as may be stipulated by the Bank.
7.2. Security, if any, created by the Borrower and/or any other person in favour of the Bank
in connection with the repayment of the Borrowers’ Dues shall continue until the full
payment of all monies due under/in respect of the Facility.
8. REPRESENTATIONS AND WARRANTIES
8.1. The entry into, delivery and performance by the Borrower of the transactions
contemplated by the Loan Terms and the other Transaction Documents shall not
conflict with: (a) any law; (b) the constitutional documents or (c) any document which
is binding upon the Borrower or on any of its assets.
8.2. shall not be affected, impaired or discharged by winding up / insolvency / death /
dissolution / merger or amalgamation / reconstruction or otherwise of the Borrower or
takeover of the management or nationalisation of the undertaking of the Borrower, as
the case may be.
8.3. Except as disclosed to Bank in writing or unless otherwise permitted by the Bank, there
are no encumbrances subsisting or in existence on any of the Asset.
8.4. The Borrower unconditionally agrees, undertakes and acknowledges that the Bank has
an unconditional right to cancel the outstanding un-drawn commitments under the
Transaction documents.
8.5. Neither the Borrower nor any director / partner / member, as the case may be, of the
Borrower/s has been declared to be a defaulter/ willful defaulter. The Borrower/s shall
not induct a person who is a director/partner/member of an entity identified as
defaulter/willful defaulter.
9. EVENTS OF DEFAULTS
9.1. Default (including, but not limited to, any payment default) has occurred in the
performance of any covenant, condition or agreement on the part of the Borrower/s
under the Loan Terms or on the part of any other person.
9.2. Breach of any representation, warranty, declaration or confirmation under the Loan
Terms or any other Transaction Document has occurred / been committed and/or the
Borrower/s has/have committed any fraud/ failed to submit any material information
as required under the Application Form.
9.3. The Vehicle is (or is sought to be) confiscated, attached, taken into custody by any
official, authority or any other person, or made the subject of any execution
proceedings.
9.4. If the security, if any, for the Facility is in jeopardy or ceases to have effect or becomes
illegal, invalid, unenforceable or otherwise fails or ceases to be in effect.
9.5. The Borrower/s is unable or has admitted in writing its inability to pay any of its
Indebtedness as they mature or when due.
9.6. One or more events, conditions or circumstances (including any change in law) occur
or exist, which in the sole opinion of the Bank, could have a Material Adverse Effect.
9.7. The Borrower/s shall promptly notify the Bank in writing upon becoming aware of any
default and any event which constitutes (or, with the giving of notice, lapse of time,
determination of materiality or satisfaction of other conditions, would be likely to
constitute) an Event of Default and the steps, if any, being taken to remedy it. The
decision of the Bank as to whether or not an Event of Default has occurred shall be
final and binding upon the Borrower/s.
10. APPOINTMENT OF THE BANK AS THE BORROWER'S ATTORNEY
The Borrower(s) hereby appoints the Bank as its true and lawful attorney to do and execute
for and in the name and on behalf of the Borrower(s) and where the Borrower(s) is more
than one individual, jointly and severally, all or any of the acts, deeds and things, specified
therein.
11. RIGHTS AND REMEDIES OF THE BANK
11.1.
On the happening of any of the Events of Default, the Bank may, by a notice in
writing to the Borrower/s and without prejudice to the rights and remedies available to
the Bank under the Loan Terms or any other Transaction Document or otherwise: (a)
call upon the Borrower/s to pay all the Borrower/s’ Dues in respect of the Facility and
otherwise, and/or (b) declare the security, if any, created in terms of/pursuant to the
Loan Terms and / or the other Transaction Documents to be enforceable, and the Bank,
its representatives and/or such other person in favour of whom such security or any
part thereof is created shall have, inter alia, the following rights.
11.2.
ICICI Bank shall not in any way be liable/responsible, notwithstanding anything
to the contrary under any applicable laws, for any loss, deterioration of or damage to,
the Vehicle on any account whatsoever whilst the same are in the possession of Bank
or by reason of exercise or non-exercise of any rights and remedies available to ICICI
Bank as aforesaid.
11.3.
In the event the amounts realised from the Vehicle, or otherwise in accordance
with the Loan Terms and the other Transaction Documents, are insufficient to repay
the total outstanding Borrower Dues to the Bank in full, the unpaid amounts remaining
due to the Bank shall be immediately payable by the Borrower in such manner as the
Bank may in its sole discretion decide and such payment shall be made by the Borrower
accordingly.
11.4.
Notwithstanding any suspension or termination of the Facility, all rights and
remedies of ICICI Bank as per the Loan Terms and other Transaction Documents shall
continue to survive until the receipt by the Bank of the Borrower/s’ Dues in full.
11.5.
The Borrower agrees that any security provided by the Borrower to the Lender
under any other credit facility shall be available to the Lender under this Agreement
upon the occurrence of an Event of Default under this Agreement and vice versa.
11.6.
On the occurrence of an Event of Default, the Lender shall be entitled to
communicate, in any manner it may deem fit, to or with any Person or Persons with a
view to receiving assistance of such Person or Persons in recovering the defaulted
amounts including but not limited to visiting the office of the Borrower and/or any
place of work of the Borrower.
12. EFFECTIVE DATE OF TERMS AND CONDITIONS
This Agreement shall become binding on the Borrower and the Lender on and from the
Effective Date of execution hereof. It shall be in full force till the Outstanding Obligations
and other amounts due under any other agreements, documents which may be subsisting /
executed between the Borrower and the Lender have been fully paid to the satisfaction of
the Lender.
13. DISCLOSURE
The Borrower hereby agrees as a pre-condition of the Loan given to the Borrower by the
Lender that, the Lender has an unqualified right to disclose and furnish information
regarding the Loan, the Borrower and/or the guarantor (if a guarantee is provided in relation
to the Loan) to any such person as it may deem fit, including but not limited to the RBI,
Credit Information Bureau (India) Limited and any other agency authorized in this behalf
by the RBI.
14. INDEMNIFICATION
The Borrower undertakes to indemnify and keep the Lender and its officers / employees
fully indemnified and harmless from and against all forms of losses caused to the Lender,
including but not limited to all costs, expenses, taxes and other costs incurred by the Lender
in relation to this Loan, as a result of action / inaction of the Borrower, including as a result
of third part claims or claims from regulators or investment authorities. The Borrower
undertakes to, immediately upon the occurrence of the loss caused to the Lender, pay to the
Lender any amount on this account without any demur, reservation, contest, protest
whatsoever.
15. SERVICE OF NOTICE
Any notice, demand or other communication under this Agreement and other documents in
pursuance thereof shall be deemed to have been delivered (i) if delivered in person or by
courier, when proof of delivery is obtained by the delivering party; (ii) if sent by post within
the same country, on the tenth day following posting and if sent by post to another country,
on the twentieth day following posting; (iii) if given or made by fax,upon dispatch and the
receipt of a transmission report confirming dispatch above; (iv) if given or made by email,
upon dispatch from the sender and after it has been delivered to the recipient(s); and (iv) if
sent by registered post, within 4 (Four) days of dispatch. Pursuant to the dispatch of the
notice as above, the party sending the notice shall also email the contents of the entire notice
to the receiving party at the addresses mentioned in Schedule I.
16. MISCELLANEOUS
16.1.
The Borrower/s’ Dues or the security, if any, created in favour of the Bank,
shall not be revoked or cancelled or affected by the death, dissolution, insolvency or
winding up of the Borrower/s or any third party, and the Bank shall, so long as the
whole (or any part) of the Borrower/s’ Dues remains outstanding/payable to the
Bank, be entitled to take possession of, and sell, lease, hire, transfer and/or to
otherwise act/deal with respect to the Asset(s) and to act upon and enforce all of its
rights pursuant to, and in accordance with, the Loan Terms and the Transaction
Documents executed by the Borrower/s and/or any other persons to/in favour of the
Bank.
16.2.
In case Bank takes possession of the Vehicle or recalls the Facility upon/after
the occurrence of an Event of Default, and the Borrower/s requests Bank to accept part
payment/s of the Borrower/s’ Dues and to permit the Borrower to continue repaying
the Instalments in future and to take redelivery of the Asset from Bank’s (or its
representatives), Bank may entertain/accept such requests upon such further terms and
conditions as Bank may think fit and proper in its sole discretion. Any decision taken
by Bank not to allow such request/s of the Borrower shall be final and binding on the
Borrower.
16.3.
The Borrower/s shall not assign or transfer all or any of its rights, benefits or
obligations under the Loan Terms without the approval of ICICI Bank.
16.4.
Any provision of the Loan Terms or any other Transaction Document, which
is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of the prohibition or unenforceability but that shall not
invalidate the remaining provisions of the Loan Terms or such other Transaction
Document or affect such provision in any other jurisdiction.
16.5.
The Facility, Loan Terms and the other Transaction Documents shall (unless
otherwise specified in the Application Form or any such Transaction Document) be
governed by and construed in accordance with the laws of India.
17. ENTIRE AGREEMENT
This Agreement and Schedules A & B provided herein constitute the entire Agreement
between the parties with respect to the subject matter contained herein, superseding all
previous Agreement pertaining to such subject matter, and may be modified only by an
amendment executed in writing by the authorized officers of both parties hereto. All prior
agreements, representations, warranties, statements, negotiations, understandings and
undertakings are superseded hereby. Both parties hereto represent that they have read this
Agreement, understand it, agree to be bound by all terms and conditions stated herein, and
acknowledge receipt of a signed, true and exact copy of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement under seal as of the
day and year first written above.
LESSOR
LESSEE
ICICI BANK Limited
Gupta Limited
Name: Mr Arjun Khanna
Name: Miss Aditi Gupta
Date: 9th December , 2019
Date: 9th December , 2019