Tea Co. Limited

Tea Co. Limited Deed Format

(Incorporated under the Companies Act 1996)

Authorised Capital (Rs. 10,00,00,000 (Rupees Ten Crore)

5 Anna Salai, Chennai 600 005

Debenture

Issued pursuant to clauses 78 and 112(3) of the Company’s Memorandum and Articles of Association respectively and in pursuance of a resolution of the Directors of the Company passed on the 5th day of September 1999.

1. Tea Co. Limited (hereinafter called the company) hereby binds itself to pay to X Bank Ltd. (hereinafter called the debenture-holder) at the time and the event of the principal money accrued becoming payable as provided by the conditions endorsed hereon the sum of Rs. 50 lakhs (Rupees fifty lakhs) and until payment of the said sum of Rs. 50 lakhs to pay interest thereon at the rate of 12 per cent per annum by yearly payments on the 31st day of December in each year.

2. This debenture is issued subject to and with benefits of the conditions endorsed hereon which are to be deemed part of it.

3. The payment of the principal sum and interest secured in this debenture is unconditionally guaranteed by the Governor of Tamil Nadu.

Given under the Common Seal of the company on this 30th day of September One Thousand Nine Hundred Ninety-nine.

Witness :

Name : ………………………………

Address: Tea Co. Ltd.

5 Anna Salai

Chennai 600 005 for Tea Co. Ltd.

Managing Director

Name : ………………………………

Address : ……………………………

Signed, sealed and delivered for and

on behalf of the Governor of State of

Tamil Nadu in the presence of:

Signed, sealed and delivered by

X Bank Ltd. through its authorized

agent Mr. …………………… in

the presence of:

AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA 45 - Tea Co. Limited Deed Format

Conditions (Endorsed on the Debenture)

1. The company will redeem this debenture by allotment to the debenture-holder of equity shares of the company of the face value equal to the Principal sum of Rs. 50 lakhs hereby secured within 3 (three) months from the date when the company declares its first dividend on equity shares and in the meantime the debenture-holder will not transfer or alienate this debenture. The company will simultaneously with the allotment of shares as aforesaid pay in cash to the debenture-holder the accrued interest on this debenture upto the date of such allotment.

2. The company will also be entitled to redeem this debenture at any time prior to such conversion as aforesaid by payment to the debenture-holder of the principal sum hereby secured together with interest accrued due thereon upto the date of such payment. Such option however shall be exercisable by the company by giving one month’s notice in writing in that behalf to the debenture-holder.

3. The debenture-holder shall be entitled to call in and compel payment of the principal sum hereby secured together with interest accrued thereon in any of the following events namely:

(a) If the company makes default for three months in payment to the debenture-holder of any interest due on this debenture after the date at which the same ought to have been paid and after one month’s written notice is given to the company to that effect by the debenture-holder.

(b) If an order is made or an effective resolution is passed for winding up of the company.

(c) If the company ceases or threatens to cease to carry on the business.

(d) If the company fails to convert this debenture into equity shares of the company in the event and within the time specified in condition No. 1 above.

(e) If the company fails to make payment pursuant to any notice given to it by the debenture-holder in terms of condition No. 2 above on expiry of one month from the date of service thereof.

Tea Co. Ltd.

X Bank Ltd.

for Governor of State of Tamil Nadu

Tea Co. Limited Deed Format

Email us at : info@meerad.in