Further Vetting of property documents

Our Ref.: LJ/PJ/07/2006

Dated: July 19, 2006

Mr. A

Vice President & Branch-In-Charge

Bank 1

Mohakhali Branch

32, Mohakhali Commercial Area

Dhaka – 1212


Dear Sir,

We refer to your letter dated 09.07.2006 on the above subject.

The following documents/papers have been referred to us:

1.         Minutes of the Board Meeting of Company 2 dated 23.07.2005/24.07.2005.

2.         Memorandum and Articles of Association of Company 2.

3.         Certified copy of Irrevocable General Power of Attorney No. 4685 dated 15.09.2005.

From Minute of the Board Meeting of Company 2 dated 23.07.2005/24.07.2005 it appears that Company 1 paid Tk. 1,00,00,000.00 (Taka one crore) only to Company 2 as partial consideration to purchase land situated at 46, New Eskaton, Dhaka. Lt. Col. A.S. Helaluddin Psc. (Retd.), Managing Director of Company 2 was empowered by the Minutes to receive balance consideration of Tk. 2,52,50,000.00 (Taka two crore fifty two lac fifty thousand) only from Company 1 and to sign necessary documents relating to transfer title of the land on behalf of the company.

It appears from Irrevocable General Power of Attorney No. 4685 dated 15.09.2005 that Company 2 has appointed Company 1 represented by its Managing Director Mr. L.A. Mukul as its constituted attorney inter alia to sell and mortgage the land.

Upon perusal of Memorandum of Association of Company 2 it appears that there is no specific provision in the object clauses of the Memorandum empowering the company to mortgage its landed property for the loan of any third party.

In view of the above we are of the opinion that Company 2 by itself or through its constituted attorney Company 1 cannot mortgage the land for the loan to be availed Company 1.

We are of the opinion that till the title of the land remains in the name of Company 2 it cannot mortgage the land securing the loan of Company 1 until Company 2 amends its object clauses of the Memorandum of Association by incorporating a specific provision to mortgage its land securing loan of any third party. On the other hand Company 2 may execute transfer deed for the land in favour of Company 1 and then Company 1 itself may mortgage the land subject to mutate its name with the revenue authority.

Should you have any further query please do not hesitate to revert back to us.

All papers/documents referred to us are returned herewith.

Thanking you.

Yours faithfully,

(____________________)Barrister-at-Law (___________________)Advocate