Agreement Vetting (Corporate Guarantee)


Sunday, 15 April 2012

Head of the Branch

Social Islami Bank Limited

Gulshan Branch

125, Gulshan Avenue

Gulshan, Dhaka

Sub:     Vetting of the draft “Deed of Corporate Guarantee” executed by Tallu Spinning Mills Ltd. in favour of Social Islami Bank Limited.

Dear Sir,

 We refer to your letter dated 13.04.2012 on the above subject. We have perused the draft Deed of Corporate Guarantee” referred to us and our view in relation to the same is as


Page/ Clause/ Paragraph
age 1 Please insert the following words on the top of page after the Deed of Corporate Guarantee:THIS DEED OF CORPORATE GUARANTEE IS made AT DHAKA on this the _______day of ____________, 2012 of THE Christian era.
Page 1 Please insert the following words after the first paragraph :

 AND WHEREAS the Guarantor Company in consideration of the Bank’s having sanctioned the Loan to the Guarantor Company, has agreed to execute this unconditional and irrevocable guarantee in favour of the Bank on the terms and conditions hereinafter appearing.

AND WHEREAS the Guarantor Company has adopted a resolution in the meeting of the Board of Directors held on _________________ for standing surety for payment of debts of the Guarantor Company with the Bank.

New Clause Please insert the following paragraph after Clause No.01, and rephrase it as No.02:

  1.  Any accounts, settled between you and the Principal, as well as any statement of yours regarding the amount due to you at any time will be accepted by us as conclusive evidence of the extent of our liability under this guarantee.
Page 1Paragraph 3Line 3 Please delete the word ‘disountinuance’ and replace it with following:‘discontinuance’
New Clause Please insert the following paragraphs after Clause No.04, and rephrase:

If the principal shall become insolvent or enter into any arrangement or make any composition with his crditors , you may ,notwithstanding payments to you by me /us or any other person of the whole or any part of the amount hereby guaranteed, rank as creditor and prove against his estate for the full amount of your claim or agree to and accept any composition in respect of the same and you may and shall receive and retain the whole of the dividends ,composition or other payments thereon to the exclusion of all our rights as guarantor (s) for the principal in computation with you until your claim is fully satisfied. We agree that you may enforce and recover under this guarantee the full amount hereby guaranteed notwithstanding any such proof or composition as aforesaid .

 We shall not or cause to be done anything which may impair the value of the securities held by you or affect the indebtdness herby guaranteed .

New Clause Please insert the following paragraph, and rephrase:

 This guarantee shall be irrevocable and enforceable against the Guarantor Company. The Bank may proceed to enforce this guarantee against the Guarantor Company without being under any obligation to proceed against the Guarantor Company.

Enclosure Please attach a copy of Extract of the Resolution with the Deed of Corporate Guarantee.

Enclosure: A copy of Extract of the Resolution passed by the Board of Directors of the Guarantor Company.

New Clause Please insert the following new clause  at the end of clause 10;

IN WITNESS WHEREOF, the GUARANTOR hereto has MADE this DEED OF CORPORATE GUARANTEE on the day, month and year written first above.

General Note:Please very meticulously re-check the Commercial and Technical Terms used in the Agreement and stipulate the necessary information in the gaps if left in the entire Agreement.Please also ensure that the Agreement is executed on Non judicial Stamp of Tk.150.00.

Subject to the above, the draft “Deed of Corporate Guarantee” referred to us appears to be in order.

Should you have any query, please do not hesitate to contact us. All papers/documents referred to us are returned herewith.

Thanking you.

 Yours faithfully,

 (A.M. Masum)


Advocate Supreme Court of Bangladesh      

For: “The Lawyers & Jurists.”