Our Ref.: LJ/PJ/09/2006
Dated: August 09, 2006
First Vice President & Manager
House No. 500/A-1
Road No. 8, Dhanmondi Residential Area
Dhaka – 1205
Re: Vetting of property documents A/c. Company 1
We refer to your letter dated 30.07.2006 and 06.08.2006 on the above subject. We have perused the documents/papers referred to us and our opinion is as follows:
|1.||Land Lease Agreement dated 20.12.2004||Unregistered Land Lease Agreement dated 20.12.2004 (the ‘Lease Agreement’) executed between Bangladesh Export Processing Zones Authority and Company 1 has been submitted. It appears from the Land Lease Agreement dated 20.12.2004 that Bangladesh Export Processing Zones Authority (BEPZA) in favour of Company 1 (EIBDL) has leased out 02 (two) Plots being No. 90 and 91 measuring 4000 square meters (the ‘Property’) approximately which are the part and parcel of the Comilla Export Processing Zone situated in within District Comilla, P.S. Kotowali under Comilla Export Processing Zone for 30 (thirty) years.As per the Lease Agreement, EIBDL is not empowered to create charge over the land. To take loan EIBDL may create charge over the leasehold interest in the land under the said plots upon taking written approval from the BEPZA. In case of default by EIBDL, the lender will not enforce the charge by transferring the leasehold interest to any one unless the proposed transferee is an enterprise/company duly approved by BEPZA for operation in the Comilla Export Processing Zone.
Please note that the Lease Agreement is not witnessed, which should be duly witnessed.
|2.||Memo No. Comilla EPZ/Engg./348/2004/213 dated 21.12.2004||Memo No. Comilla ______________________ dated 21.12.2004 issued by Mr. B, General Manager, Comilla Export Processing Zone has been submitted. It appears from the Memo dated 21.12.2004 (Possession Certificate for Land) that EIBDL got possession of land measuring 4112.58 square meters under Plot No. 90 and 91.|
|3.||Memo (NOC) No. IP:O-Com/32/433 dated 18.07.2006||Memo (NOC) No. IP:O-Com/32/433 dated 18.07.2006 issued by Bangladesh Export Processing Zones Authority addressing to Company 1 has been submitted. From Memo (NOC) dated 18.07.2006 it appears that BEPZA give permission the EIBDL to create 2nd charge over the assets situated on the land in favour of Dutch Bangla Bank Limited, Dhanmondi Branch subject to the following terms and conditions:a. BEPZA shall retain the 1st charge on all assets of EIBDL and if there be any liabilities with BEPZA then it to be cleared first before liquidating the bank’s liability.
b. In the event of sale/transfer of the assets or shares of the company, prior permission of BEPZA shall have to be obtained to ensure that such sale/transfer has been made to an enterprise/project duly approved by the BEPZA for operation in the Comilla Export Processing Zone.
c. Dutch Bangla Bank Limited, Dhanmondi Branch will inform the Authority of BEPZA from time to time the loan amount sanctioned.
In view of the above, we are of the opinion that Bank may take all assets on the Property as security of loan subject to accept 2nd charge over the assets wherein 1st charge will retain BEPZA in the manner stated above.
All documents/papers referred to us are returned herewith.