Proforma of Performance Bank Guarantee

PERFORMANCE BANK GUARANTEE

This deed of Guarantee made ___ day of _____________ 2001 between

_______________________ Bank, having its office at __________________________
__________________________ (hereinafter called “the Bank” which expression shall
unless repugnant to the context or contrary to the meaning thereof include its successors
and assigns) of the one party, and M/s. VINATI ORGANICS LIMITED, accompany
incorporated under the companies Act 1956 and having its registered office at B-12 & B-
13/1, M.I.D.C. Industrial Area, Mahad – 402 309 (hereinafter called “VOL” which
expressions hall, unless repugnant to the context or contrary to the meaning thereof
include its successors and assigns) of the other part:

WEREHAS, VOL has placed a Purchase Order No. ____________________ dated

____________ on M/s. ________________________ having its office at _________
________________________________ (hereinafter called the “Vendor” which expression
shall, unless repugnant to the context, include its legal representatives, successors and
assigns) for _______________________________ (item) in accordance with the terms,
conditions and specifications contained in the said Purchase Order for VOL’s
________________ project.

AND WHEREAS in accordance with the terms and conditions of the purchase order the
Vendor has to provide a bank guarantee of amount equivalent to Rs.___________ being
____% of the value of the Purchase Order for the due and faithful performance of the
contract as well as performance of the _____________________ (material) during its
guarantee period.

AND WHEREAS the Bank has at the request of the Vendor, agreed to provide such a
guarantee in the form acceptable to VOL.

Now this deed withesseth as follows:

1. In consideration of the foregoing, the Bank hereby guarantees to VOL the
faithful performance and observance by the Vendor of the terms and conditions
of the Purchase Order and performance of the _____________________
(material) during the guarantee period strictly in accordance with the terms and
conditions of the said order and undertakes irrevocably to be responsible to
VOL as surety for the Vendor for the due performance of the contractual terms
during the guarantee period and further agrees to indemnify and keep VOL
indemnified to the extent of Rs._______________ against any loss or damage,
costs charges and expenses caused to or suffered by VOL by reason of any
breach by the vendor of any of the terms and conditions during the guarantee
period contained in the said purchase order and to pay to VOL from time to
time, immediately on the receipt by the Bank of a notice or demand from
VOL, without protest or demur and without recourse to the Vendor such
amount or amounts as may be claimed by VOL provided that the total of the
amounts as may be claimed by VOL to be so paid by the Bank shall not exceed
the aggregate sum of Rs. _____________.

2. That VOL shall be the sole judge to determine whether the Vendor has
committed any breach or breaches of any of the terms and conditions of the
said contract and extent of loss, damage, costs, charges and expenses suffered
or incurred by VOL on account thereof and decision of VOL on that behalf
shall be final and binding on the Bank.

[3.] That the indemnity herein contained shall remain in full force and effect during the
guarantee period agreedthat would be taken by the Vendor for the performance
of the contract during the guarantee period and that it shall continue to be
enforceable until the Vendor effects full compliance with the terms and
conditions of the said Purchase order during the guarantee period.
 3.[4.] That the Bank shall not be released or discharged as surety nor shall the Bank’s
liabilities and obligation under these presents be in any way effected, impaired
or discharged.

(a) By any variance made, without Bank’s consent, in the terms and provisions
of the said purchase order,
or
(b) By any act or omission by VOL, the legal consequences of which may be
the discharge of the Vendor from liabilities or obligation,
or
(c) By VOL at any time without notice to the Bank without the Bank’s consent
making or compromising with or promising to give or grant or allowing
any time or other indulgence to the Vendor or promising not to sue the
Vendor.

4.[5.] That the Bank shall not revoke this guarantee during its currency except with
previous consent of VOL in writing and agree that any change in the
constitution of the Vendor or Bank shall not discharge the Bank of its liability
hereunder.

[6.] Notwithstanding anything contained herein above, the Bank’s liability under the
guarantee is restricted to Rs. ________________ (Rupees _____________
________________________). The guarantee shall remain in force upto
______________. However, validity of this Guarantee shall be extended by
the bank for such a period as may be advised by VOL without protest, or
demur and without recourse to the Vendor. Unless a claim is lodged with the
Bank within three month from the expiry of the validity period of Guarantee
i.e. on or before ____________, all the rights of VOL under this guarantee
shall be forfeited and the Bank shall be relieved and discharged from all
liabilities there under.
Executed at ______ this ______ day of _______________ 2001.
NAME ……………………….

DESIGNATION ……………..

SIGNATORY ………………..
 Proforma of Bank Guarantee for Advance Payment

M/s. Vinati Organics Limited

Parinee Crescenzo, 1102, 11th Floor,
“G” Block, Plot no. C38 & C39, Behind MCA,
BKC, Bandra (E), Mumbai : 400051.

BANK GUARANTEE AGAINST ADVANCE PAYMENT

WHEREAS, M/s. Vinati Organics Limited, a company formed under the Indian
companies Act, having its Registered Office at B-12 & B-13/1, MIDC Industrial Area,
Mahad – 402 309, Dist. Raigad, Maharashtra and Corporate Office at Parinee Crescenzo,
1102, 11th Floor, “G” Block, Plot no. C38 & C39, Behind MCA, BKC, Bandra (E),
Mumbai : 400051 hereinafter referred to as “PURCHASER” (which express shall unless
repugnant to the context or meaning thereof include successors, administrators,
representatives and assigns) have placed a Purchase Order No. ______________________
date ___________ hereinafter referred to as the said Purchase Order on
M/s.______________________________________ hereinafter referred to as “VENDOR”
(which expression shall unless repugnant to the context or meaning thereof include its
successors and assigns) for supply of _________________ for Fine chemical Projects as
per said Purchase Order, at MIDC, Lote Parshram, Khed, Dist. Ratnagiri, Maharashtra and
have paid in advance a sum of Rs. _____________ (Rupees
__________________________) as and way of advance payment in terms of the said
Purchase Order.

In terms of the Purchaser’s Order No. __________________ dated ___________ for

supply of _______________ at a total cost of Rs.________________ (Rupees
______________________________________________ only) and having agreed to pay
the advance ________ (%) of the order value against submission of a Bank Guarantee by
the vendor for an equal amount as security for the fulfillment of the terms and condition
contained in the same Purchase Order, which expression shall include all amendments and
modifications and/or variations thereto. We, ___________________
____________________________________ (Bank name & address) (hereinafter referred
to as “the Bank” Bankers of the said vendor do hereby undertake to pay to the Purchaser
not exceeding Rs. _________________(Rupees ______________________________
only), without any demur on receipt of demand signed by authorised representative of the
Purchaser stating that the vendor has failed to complete supplies according to the terms
and conditions of the said Purchase Order.
We, _______________________________________________________ (Bank name)
further agree that the undertaking herein contained shall come into effect from the day that
the Advance payment is credited to the account of the Vendor and remain in force upto the
last date of the month in which the delivery of the machinery would take place.

All claims under this undertaking must be presented to us within the time stipulated after
which date your claims/rights under the said undertaking shall be forfeited and we shall be
released and discharged from all liabilities thereunder.

NOTWITHSTANDING anything contained before, our liability under this guarantee is

restricted to Rs. __________________ (Rupees ______________________ only). Our
guarantee shall remain in force until _________________, any claim under our guarantee
must be received by us by _______________ and if no claim is received by us by that
date, all your rights under the said guarantee shall be forfeited and we shall be released
and discharged from all the liabilities thereunder.

Place :

Date :