To Collect Book Debt and Receivables

BEFORE THE NOTARY PUBLIC, BANGLADESH

IRREVOCABLE GENERAL POWER OF ATTORNEY

(To collect book debts and receivables)

WHEREAS, We Anam Clothing Limited, a private company limited by share, incorporated under the relevant Companies Act, being Incorporation No. C-________ dated ______________, having its Head Office at 110, Kotoil, Sataish Road, Tongi, Gazipur, represented by its Managing Director Mr. _________________, requested BANK ASIA LIMITED, Principal Office Branch, 111-113, Motijheel C/A, Dhaka-1000, (hereafter referred to as the “The Bank”) for sanctioning loan facility and pursuant to such request the said Bank has sanctioned an aggregate loan facilities of Tk.10,17,50,000.00 (Taka ten crore seventeen lac fifty thousand) only (hereinafter referred to as the “Loan”),  in the form of (i) Onetime L/C (deferred) limit of Tk.6,17,50,000.00 (Taka six crore seventeen lac fifty thousand) only along with subsequent Term Loan (Sub-Limit of L/C) limit of Tk.2,50,00,000.00 (Taka two crore fifty lac) only (ii) LDBP Limit of Tk.3,00,00,000.00 (Taka three crore) only (iii) overdraft limit of Tk.1,00,00,000.00 (Taka one crore) only (hereinafter referred to as the “Loan”), vide its Sanction Letter Nos. BA/PO/CR/2011/4092 dated December 04, 2011; BA/PO/CR-ACL/189(A) dated January 12, 2012; BA/PO/CR/2010/4589 dated October 24,2010 (hereinafter referred to as “Sanction Letter”), on conditions inter alia, that the said Bank shall be empowered as lawful attorney to collect book debts and receivables.

 KNOW ALL MEN BY THESE PRESENTS that, We, Anam Clothing Limited, a private company limited by share, incorporated under the relevant Companies Act, being Incorporation No. C-________ dated ______________, having its Head Office at 110, Kotoil, Sataish Road, Tongi, Gazipur, represented by its Managing Director Mr. _________________, in consideration of granting us the loan facility mentioned above and with a view to secure repayment of the said loan, do hereby irrevocably, nominate, appoint and constitute:

Bank Asia Limited

Principal Office Branch

111-113, Motijheel C/A,

Dhaka-1000;

 Corporate Office:

Rangs Tower (2nd to 6th floor)

68, Purana Paltan,

Dhaka-1000;

as our true and lawful attorney (hereinafter referred to as the “Attorney Bank”) to do all or any of the following acts, deeds and things:

  1. To collect book debts and receivables stored and to be stored in our Head Office at 110, Kotoil, Sataish Road, Tongi, Gazipur; Factory address at _______________________________ or anywhere in Bangladesh (hereinafter collectively referred to as the ‘ Hypothecated Stocks’).
  1. The stocks mentioned above being hypothecated with the ATTORNEY BANK, the ATTORNEY BANK at its absolute discretion may sell the same without intervention of court of law for adjustment of our loan liabilities as per the provision of the Artha Rin Adalat Ain, 2003 and all proceeds received thereof shall be treated as true and valid receipt on our behalf.
  1. To sell goods and to collect all receivables against book debts for adjustment of our Loan liability with the ATTORNEY BANK, in case of our default to repay the same.
  1. To seal, sign and execute any document and to do any act on our behalf relating to the aforesaid stocks hypothecated by us to the ATTORNEY BANK and to receive all sale proceeds on that account to adjust our liabilities of us with the ATTORNEY BANK.
  1. To do any act on our behalf relating to the stocks hypothecated with the ATTORNEY BANK.
  1. To deliver the possession of the stock or part thereof to the purchaser, transferee or assignee, as the case may be and to do all other acts in this regard.

IN GENERAL TO DO ALL OTHER ACTS, DEEDS, MATTERS AND THINGS WHATSOEVER IN OR ABOUT THE SAID HYPOTHECATED STOCKS AND TO REALISE THE AMOUNT FROM SALE OF THE SAME AND TO ADJUST our LIABILITIES TO THE SAID ATTORNEY BANK.

THIS POWER OF ATTORNEY SHALL BE IRREVOCABLE UNTIL our ENTIRE LIABILITIES WITH THE ATTORNEY BANK ARE FULLY LIQUIDATED AND THE SAID ATTORNEY BANK RELEASES US ABSOLUTELY FROM ALL LIABILITIES WHATSOEVER AND WE WILL NOT EXECUTE ANY OTHER POWER OF ATTORNEY RELATING TO THE SAID HYPOTHECATED stocks.

WE DO HEREBY UNDERTAKE AND AGREE TO RATIFY WHATSOEVER THE SAID ATTORNEY BANK SHALL LAWFULLY DO OR CAUSE TO BE DONE UNDER THESE PRESENTS AND TO INDEMNIFY THE ATTORNEY BANK AGAINST ALL COST AND EXPENSES INCURRED BY IT.

IN WITNESS WHEREOF, WE HEREUNTO SET OUR SEAL AND SIGNATURE THROUGH OUR REPRESENTATIVE ON THIS THE ______ DAY OF _______________, 2012, BEFORE THE NOTARY PUBLIC, Bangladesh;

 For & on behalf of:

Anam Clothing Limited                                                                                                                                                                                                            _____________________________

(Authorized seal & signature)

Name               :

Designation      :

Signed, sealed & delivered by

Anam Clothing Limited

____________________, Managing Director

being authorized signatory

in terms of Board Resolution dated __________

In the presence of:

1. Name & Signature                                       Drafted By:

    Address:

(A. M. Masum)

Barrister-at Law

Membership No. 8883

For: “The Lawyers & Jurists”

 2. Name & Signature                                      M.L. Hotel Tower Ltd. (10th Floor)

     Address:                                                     208, Shahid Sayed Nazrul Sarani

Bijoynagar, Dhaka-1000