Date:14 June 2021 Dear Sir/s:

26
CREDIT ARRANGEMENT LETTER Date:14 June 2021 H S Edible Oils Pvt Ltd Morena District:Morena State:MADHYA PRADESH-476001 Attention: Laxman Singhal Dear Sir/s: We are pleased to inform you that ICICI Bank Limited (“ICICI Bank”) has, at your request, sanctioned ___working capital and Term loan facilities to you upto overall limits not exceeding in the aggregate amounts specified below and more particularly detailed in the Annexure hereto : Assistance Details (Rs. in Million) Facility Existing Additional / Reduction Total Limit Pricing Present O/s Term Loan 0.00 15.00 15.00 REPO RATE + 3.50% 0.00 Term Loan 0.00 15.00 15.00 REPO RATE + 3.50% 0.00 Overdraft/DLOD 0.00 20.00 20.00 REPO RATE + 3.50% 0.00 Fund Based - Sub Total (A) 0.00 50.00 50.00 AS ABOVE 0.00 Total C = (A+B) 0.00 50.00 50.00 AS ABOVE 0.00 Other Exposure with ICICI Bank - Sub Total(D) 0.00 0.00 0.00 0.00 Total Exposure with ICICI Bank( E = C+D ) 0.00 50.00 50.00 AS ABOVE 0.00 Processing fees : 0.25 %p.a. LPF Details (Rs.) :0.00 Facility wise Details & TERMS and CONDITIONS

Transcript of Date:14 June 2021 Dear Sir/s:

CREDIT ARRANGEMENT LETTER

Date:14 June 2021

H S Edible Oils Pvt Ltd

Morena

District:Morena

State:MADHYA PRADESH-476001

Attention: Laxman Singhal

Dear Sir/s:

We are pleased to inform you that ICICI Bank Limited (“ICICI Bank”) has, at your request,

sanctioned ___working capital and Term loan facilities to you upto overall limits not exceeding

in the aggregate amounts specified below and more particularly detailed in the Annexure

hereto :

Assistance Details

(Rs. in Million)

Facility Existing Additional /

Reduction Total Limit Pricing Present O/s

Term Loan 0.00 15.00 15.00 REPO RATE + 3.50% 0.00

Term Loan 0.00 15.00 15.00 REPO RATE + 3.50% 0.00

Overdraft/DLOD 0.00 20.00 20.00 REPO RATE + 3.50% 0.00

Fund Based - Sub Total

(A) 0.00 50.00 50.00 AS ABOVE 0.00

Total C = (A+B) 0.00 50.00 50.00 AS ABOVE 0.00

Other Exposure with ICICI

Bank - Sub Total(D) 0.00 0.00 0.00

0.00

Total Exposure with ICICI

Bank( E = C+D ) 0.00 50.00 50.00 AS ABOVE 0.00

Processing fees : 0.25 %p.a.

LPF Details (Rs.) :0.00

Facility wise Details & TERMS and CONDITIONS

Facility Name: Term Loan

Proposed Limit Existing Limit Validity Of the

Facility(In Months) Interest

15 0 12 REPO RATE + 3.50%

Term & Condition Name Term & Condition Description

Currency Rupee facility

Security As per security template

Project Cost 16.68 Mn

Date of Commencement of

Commercial Operation 8th Oct 2020

Margin 25%

Last date of drawal 31st Oct 2021

Draw down/tranche Minimum tranche of 0.1 million

Tenor/Repayment schedule

Principal amount of each tranche is to be repaid in 78 Monthly

installments payable commencing from 1st Jan 2022, and last

installment to be paid on or before 1st June 2028

Moratorium 6 Months

Interest Payment Frequency Monthly

Pre disbursement conditions

Original purchase/proforma invoice of assets funded shall be

obtained and kept on record for term loan funding prior to

disbursement

Event of Default

1. Delay in payment of interest/installment 2. Delay in DCCO 3.

Non-compliance of Financial covenants (to be in line with

Program norms)

Consequences of Event of

Default

Usual and customary for financings of this nature including,

but not limited to, the following: 1) Cancel undrawn

commitments; 2) Accelerate the Facility and demand

immediate repayment of all amounts due under the Facility; 3)

Enforcement of Security and/or Invocation of Additional

Comfort; 4) Right to Convert at their option whole or part of

the outstanding amount of the Facility into fully paid up equity

shares of the Borrower as per applicable laws. 5) Levy of

default interest; 6) Issue notices to the Account Bank for the

purposes of drawing on the balance in the trust and retention

accounts; 7) Exercise any other right that the Lender may

have under the Financing Documents or under the Indian

Law; 8) Lenders shall have the right to appoint a Nominee

Director and/or Observer (not exceeding one) who shall not

be liable to retirement or rotation and the Board of Directors

of the Borrower shall have no power to remove the same as

long as the default continues. 9) The Lenders and/or the

Reserve Bank of India and / or the Credit Information Bureau

(India) Limited will have an unqualified right to disclose or

publish the name of the Borrower and its Directors as

defaulters in such manner and through such medium as the

RTL Lenders or the Reserve Bank of India or Credit

Information Bureau (India) Limited in their absolute discretion

may think fit.

Project Monitoring

a) The Borrower shall satisfy the Lenders that the physical

progress of the Project as well as expenses incurred are as

per original schedule. In respect of any deviations from the

same, the Borrower shall suitably notify the Lenders/Lenders

Engineer with justification for the same. The Borrower shall

furnish quarterly reports to the Lenders Agent/Lenders

Engineer giving details on physical progress of the Project vis-

a-vis Project implementation schedule, status of statutory

clearances, expenditure so far incurred on the Project and

means of financing thereof including own contribution

brought in, duly certified by a Chartered Accountant as well as

compliance of other lending conditions. b) The facilities of the

Borrower shall be inspected by the Lenders officer/authorized

representative at quarterly intervals or at such prior frequency

as decided by the lenders. c) The Lenders/Lenders Agent shall

have the right to conduct a review of the Project at any stage

before or after commencement of commercial operations and

the Borrower shall facilitate the same and bear all costs in

relation to the same.

Default Rate

Interest on overdue amounts will be charged at Documented

Rate + 6% p.a. plus any other applicable charges payable

monthly

Documentation

All documentation to be in form and substance acceptable to

all parties involved in the transaction and as may be required

by the Lender(s). In addition to the terms and conditions

contained in this Term Sheet, the final documentation will

contain other customary/additional stipulation/clauses

including but not limited to Unconditional Cancellability, Basel

II clause, Information Covenants, Affirmative/Negative

Covenants, Financial Covenants,Governing law,Jurisdiction,

Undertakings, RBI disclosure norms, Representation &

Warranties, Indemnity,Increased cost clause(s),IFC, OFAC (if

required), MAE, MAC, Indemnity, taxation etc. as applicable

Governing law and jurisdiction

The Borrower agrees to the jurisdiction at Gwalior. However,

lenders shall have a right to proceed at any other appropriate

jurisdiction as well.

Special condition of term loan

Following undertaking to be provided - 1) Shortfall

Undertaking 2) Undertaking for non-disposal of shares from

promoters. 3) Management Undertaking.

Interest Payment Frequency Monthly

Purpose of the facility Construction of Building

Facility Name: Term Loan

Proposed Limit Existing Limit Validity Of the

Facility(In Months) Interest

15 0 12 REPO RATE + 3.50%

Term & Condition Name Term & Condition Description

Currency Rupee facility

Security As per security template

Project Cost 6.67 Mn

Date of Commencement of

Commercial Operation 8th Oct 2020

Margin 25%

Last date of drawal 31st oct 2021

Draw down/tranche Minimum tranche of 0.1 million

Tenor/Repayment schedule

Principal amount of each tranche is to be repaid in 78 Monthly

installments payable commencing from 1st Jan 2022, and last

installment to be paid on or before 1st June 2028

Moratorium 6 Months

Interest Payment Frequency Monthly

Pre disbursement conditions

Original purchase/proforma invoice of assets funded shall be

obtained and kept on record for term loan funding prior to

disbursement

Event of Default

1. Delay in payment of interest/installment 2. Delay in DCCO 3.

Non-compliance of Financial covenants (to be in line with

Program norms)

Consequences of Event of

Default

Usual and customary for financings of this nature including,

but not limited to, the following: 1) Cancel undrawn

commitments; 2) Accelerate the Facility and demand

immediate repayment of all amounts due under the Facility; 3)

Enforcement of Security and/or Invocation of Additional

Comfort; 4) Right to Convert at their option whole or part of

the outstanding amount of the Facility into fully paid up equity

shares of the Borrower as per applicable laws. 5) Levy of

default interest; 6) Issue notices to the Account Bank for the

purposes of drawing on the balance in the trust and retention

accounts; 7) Exercise any other right that the Lender may

have under the Financing Documents or under the Indian

Law; 8) Lenders shall have the right to appoint a Nominee

Director and/or Observer (not exceeding one) who shall not

be liable to retirement or rotation and the Board of Directors

of the Borrower shall have no power to remove the same as

long as the default continues. 9) The Lenders and/or the

Reserve Bank of India and / or the Credit Information Bureau

(India) Limited will have an unqualified right to disclose or

publish the name of the Borrower and its Directors as

defaulters in such manner and through such medium as the

RTL Lenders or the Reserve Bank of India or Credit

Information Bureau (India) Limited in their absolute discretion

may think fit.

Project Monitoring

a) The Borrower shall satisfy the Lenders that the physical

progress of the Project as well as expenses incurred are as

per original schedule. In respect of any deviations from the

same, the Borrower shall suitably notify the Lenders/Lenders

Engineer with justification for the same. The Borrower shall

furnish quarterly reports to the Lenders Agent/Lenders

Engineer giving details on physical progress of the Project vis-

a-vis Project implementation schedule, status of statutory

clearances, expenditure so far incurred on the Project and

means of financing thereof including own contribution

brought in, duly certified by a Chartered Accountant as well as

compliance of other lending conditions. b) The facilities of the

Borrower shall be inspected by the Lenders officer/authorized

representative at quarterly intervals or at such prior frequency

as decided by the lenders. c) The Lenders/Lenders Agent shall

have the right to conduct a review of the Project at any stage

before or after commencement of commercial operations and

the Borrower shall facilitate the same and bear all costs in

relation to the same.

Default Rate

Interest on overdue amounts will be charged at Documented

Rate + 6% p.a. plus any other applicable charges payable

monthly

Documentation

All documentation to be in form and substance acceptable to

all parties involved in the transaction and as may be required

by the Lender(s). In addition to the terms and conditions

contained in this Term Sheet, the final documentation will

contain other customary/additional stipulation/clauses

including but not limited to Unconditional Cancellability, Basel

II clause, Information Covenants, Affirmative/Negative

Covenants, Financial Covenants,Governing law,Jurisdiction,

Undertakings, RBI disclosure norms, Representation &

Warranties, Indemnity,Increased cost clause(s),IFC, OFAC (if

required), MAE, MAC, Indemnity, taxation etc. as applicable

Governing law and jurisdiction

The Borrower agrees to the jurisdiction at Gwalior. However,

lenders shall have a right to proceed at any other appropriate

jurisdiction as well.

Special condition of term loan

Following undertaking to be provided - 1) Shortfall

Undertaking 2) Undertaking for non-disposal of shares from

promoters. 3) Management Undertaking.

Interest Payment Frequency Monthly

Purpose of the facility Plant & Machinery

Facility Name: Overdraft /DLOD

Proposed Limit Existing Limit Validity Of the

Facility(In Months) Interest

20 0 12 REPO RATE + 3.50%

Term & Condition Name Term & Condition Description

Proposed Limit ("Limit") 20.0 million

Existing Limit Nil

Interchangeability NA

Sub-limit(s) NA

Security As per security template

Validity of facility 12 months

Interest

The rate of interest of the Facility stipulated by the Bank shall

be sum of the Repo Rate *+ "Spread" per annum, plus

applicable statutory levy, if any ("Interest Rate") and shall be

charged on the principal amount of the Facility remaining

outstanding each day. The applicable Repo Rate shall be the

rate prevailing one Business Day preceding the date of

account opening /limit set-up /renewal. As on date the Repo

Rate is x% and Spread is y% . *"Repo Rate" or "Policy Repo

Rate" means the rate of interest published by the Reserve

Bank of India ("RBI") on the RBI website from time to time as

Repo Rate or Policy Repo Rate. The Repo Rate component of

the Interest Rate shall be reset after every 3 months following

the date of limit set-up /renewal (as applicable), as a sum of

Repo Rate + "Spread", plus applicable statutory levy, if any.

The applicable Repo Rate shall be the rate prevailing one

Business Day preceding the reset date. ** ** Illustration: For

account opening /limit set-up /renewal done on October 5

2019 the first reset date will be January 5, 2020 and thereafter

on April 5, 2020 and so on. The Bank shall have the right to

modify the reset frequency and reset date from time to time in

accordance with the extant RBI Guidelines. The Borrower

further acknowledges that Interest Rate may change, upward

or downwards, as the case may be, in line with change in the

Repo Rate. The Bank reserves the right to reset the Spread at

any time upon substantial change in the Borrower's credit

assessment and/ or on account of deterioration in the credit

risk profile. Any change in 'Spread' would be communicated

by the Bank through either: (i) Letter (ii) E-Mail (iii) SMS (iv)

Statements of Accounts (v) WhatsApp or any other suitable

mode. The Borrower shall be deemed to have notice of

changes in the Repo Rate when displayed on the notice board

of the Branch or displayed on Bank�s website

(www.icicibank.com) and the Borrower is liable to pay such

revised rate of interest.

Operational Terms and Conditions

Term & Condition

Name Term & Condition Description

Processing Fee The borrower will pay one time non-refundable processing fee of

)0.25% (exclusive of GST and statutory levies, if any).

Pre-disbursement

condition

First & Exclusive charge on all the firm's fixed assets, both present and

future, save and except vehicles and other assets specifically financed

by other financiers (for Term Loan cases).

Pre-disbursement

condition

Guarantee of CGTMSE as per existing CGTMSE norms shall be taken

and funds shall be released to borrower post obtaining such Guarantee.

Pre-disbursement

condition

Pricing approval from appropriate authority to be taken prior to

disbursement.

Pre-disbursement

condition

CIBIL & Dedupes should not be more than 90 days old at the time of

login withCMOG otherwise fresh dedupes have to be done. This shall

be the responsibilityof the RHS who will confirm that fresh dedupes

have been done. In case of anyadverse observations in the form of

deterioration of overdues/defaults/additionalloans availed by the

entity/promoter same to be highlighted and approval should be taken

from the appropriate Sanctioning Authority. (11-05-2021)

Pre-disbursement

condition

End use letter, auto debit mandate and declaration to be obtained from

the client.

Pre-disbursement

condition

Lien to be mark on OD of Rs 5.0 Mn which shall be remove while

business operation of the company would start, same shall be validate

by ZCM or above/ RIBG RHS and lien removal shall be vetted by CPG

team over mail.

Pre-disbursement

condition

Upfront exclusive charges on the property situated at Part of survey No

2006/2307, Old Patwari Halka No 19 and new patwari halka No 30, Gram

Mungawali Dist Morena (M.P.) to be obtain prior to disbursement

Pre-disbursement

condition

Personal guarantee and 2 SPDCs from MrLaxman Singhal, Mrs Kamla

Singhal, Mr. Amit Singhal, Mr. Amit Gupta, Pooja Singhal and Mr. Ram

Singhal to be taken prior to disbursement

Pre-disbursement

condition

Debt service reserve account/Fixed deposit to be maintained for one

month interest and one month principal instalment with ICICI.

Pre-disbursement

condition

The Security Providers/Borrowers to insure and keep insured at all

times during the tenure of the Facility all the properties offered as

collateral security to ICICI Bank for the Facility granted by it

Pre-disbursement

condition

Compliance of section 89B for intimation to Sub registrar to be done

prior to disbursement and timeline for a period of not more than 7 days

shall be obtain from appropriate authority. Same shall be responsibility

of RM/RHS

Pre-disbursement

condition

for Term Loan of Building -Disbursement shall be done post obtaining

original invoice/bills with confirmation of payment of promoter's margin

by way of CA certificate. Any NFA in this shall be taken by Product

Head-RBC. 2. Disbursement will be done on the basis of CA Certificate

by reducing the margin 25%.3. In case of reimbursement, confirmation

will be taken from suppliers towards the genuineness of the invoices,

money receipts, etc, physical visit shall be done by the RM/RHS, and

this will be documented in the form of an I-memo with the approval of

RIBG - Regional Head before disbursement.4. Reimbursement can be

done obtaining original invoices/bills for construction of new shed and

building (not older than 6 months) directly to the bank account of the

customer, post ensuring appropriate margin paid by the customer as

mentioned above.

Pre-disbursement

condition

For Term Loan Disbursement For Plant and Machinery 1)Customer to

submit the Original Bill / invoice of Plant & Machinery etc in its name

wherein the margin amount of 25 % will be deducted and balance

amount will be reimbursed to the customer or to be made to supplier /

vendor, as per instruction of Borrower. In case original invoice are not

available, then disbursement shall be done basis directly to the

seller/supplier as per purchase order/proforma invoice and original

invoices to be collected post disbursement within timeline of 30 days.

Any NFA on this shall be taken from Product Head-RBC.2.In case of any

reimbursement, confirmation will be taken from suppliers towards the

genuineness of the invoices, money receipts, etc, Physical visit shall be

done by the RM/RHS (in case of overseas suppliers, telephonic

confirmationby RHS will be sufficient) and this will be documented in

the form of an I-memo with the approval of RIBG - Regional Head, prior

to disbursement

Pre-disbursement

condition

Self-declaration to be obtained from customer that no Current account

shall be opened or continued by the customer in future in any other

Bank (except ICICI Bank), prior to disbursement

Pre-disbursement

condition

Legal clearance of the property & Title Search for 13 years to be

obtained from ICICI empaneled lawyer and the disbursement to be

made only on receipt of positive report

Pre-disbursement

condition

Valuation report of the Commercial property Situated at Part of survey

No 2006/2307, Old Patwari Halka No 19 and new patwari halka No 30,

Gram Mungawali Dist Morena (M.P.), Value of Rs 20.0 Mn, to be obtain

prior to disbursement. Value of such of property would not be less than

Rs 20.0 Mn. If value of such property would be less than Rs 20.0 Mn

than sanctioned limit would be reduced proportionately.

Pre-disbursement

condition

Valuation charges of Rs. 2500 (Including GST) and Legal Charges of Rs.

2500 (Including GST) per property to be collected from the customer at

the time of disbursement

Pre-disbursement

condition

RCU Screening/Sampling to be done prior to disbursement, if sampled

Positive report need to be obtained

Standard Terms and Conditions

Term & Condition Description

Borrower shall not avail finance from any other bank/entity for the aforesaid purpose without

prior written approval of ICICI Bank.

Interest payment on unsecured loans shall be subservient to the interest payment to ICICI Bank

Ltd.

Valuation of the property offered as collateral to be done once in every three years from the

date of last valuation. ICICI Bank may however,revalue the property at any time that it may deem

fit.

Loan approval is valid subject to legal & technical clearance of the property offered as collateral

security and shall be done by ICICI Internal technical team/ ICICI approved lawyer.

Funds will not be diverted to sister concerns and associate concerns if any.

Funds would be used for the purpose for which the facilities have been availed and funds will

not be used for financing, speculation, illegal, litigation or any such purpose.

The Borrower shall have exclusive banking relation with the Lender and shall initiate

relationships with other banks after seeking consent of the Lender by providing a fortnight prior

notice (only for Sole Banking Borrowers).

Legal and Technical Expenses to be borne by customer and would be debited from his limit

account after disbursement, to the extent same has not been already charged from the

customer

Properties mortgaged to the bank shall not be used by person other than promoters/relatives or

sister concerns/group companies during the currency of working capital facilities from ICICI

bank limited. The borrower to take prior approval of the Bank in the event the property

mortgaged to the Bank ceases to be used by the promoters/relatives

The security as required by ICICI Bank Limited will be created in favour of ICICI Bank Limited, in

a form and manner acceptable to ICICI Bank Limited

The Bank at its sole discretion may block/zeroise the drawing power in the account upon non-

renewal or non-submission of stock statements.

The Borrowers hedging policy shall remain in full force and effect and updated from time to

time, till all the monies due and payable under the Facility Agreement/ Transaction Documents

are fully paid to the satisfaction of the Bank/ Lender.

The Borrower shall provide all information as may be required by the Bank/ Lender from time to

time in relation to its foreign currency exposures and hedging details in relation thereto.

The Borrower represent that it has adopted a suitable hedging policy, approved by its Board of

Directors Partners/Proprietor/Trustee/Members, which includes mechanisms to reduce its

currency mismatches.

ICICI Bank to remain sole working capital banker. In case of any deviation prior approval from

ICICI Bank to be taken.

The property mortgaged with the bank will not be given on rent / leased out / assigned during

the period of facility with us.

Borrower shall ensure that ICICI Bank is made the assignee/loss payee/ beneficiary of the

policies of insurance with regard to the Property in a form and manner satisfactory to ICICI Bank.

Borrower to ensure that, the property offered as collateral security, shall not be rented out

without prior permission of the ICICI bank. If same is rented out with permission of the ICICI

bank, in case of default, the rent receivable for the same shall be routed through the Bank

account of the borrower with ICICI bank Ltd.

All applicable charges as uploaded on www.icicibank.com for services rendered by ICICI Bank.

ICICI Bank reserves the right to modify the rates from time to time

The property provided as collateral and unit to be visited by business team yearly

The property offered to the Bank to be fully insured and the policy should be endorsed in favour

of the Bank by "Agreed Bank Clause".

The above preferred rate of interest / Commission is incumbent upon your shifting of major

business and family accounts with us and that ICICI Bank will become your preferred bank for all

your personal and business banking needs, Interest rate/ commission will be reviewed from

time to time based on overall relationship

In the event of payment default persisting beyond 90 days, the default interest rate would be

increased to document rate+6% with retrospective effect (i.e., from the date of default)

Document rate means the rate at which the facility was contracted Direct disbursement will be

made to the account of existing lenders to the extent of outstanding.

In case of any levies / charges such as interest tax are levied on the default interest, such levies /

charges shall be collected separately from the borrower in addition to the default interest. This

would be as per prevailing standard agreements.

Unless otherwise specifically mentioned, the rates are applicable for all domestic as well as

international loans.

Service Charges for processing Physical Stock Statement received through modes other than

CIB or Insta Biz: Rs.500 plus applicable GST

Deterioration in the Creditworthiness shall mean and include without limitation, the following

events:Downgrade of the rating of the Applicant by a Credit Rating Agency;Inclusion of the

Applicant and/or any of its directors in the RBIs wilful defaulters list;Closure of a significant

portion of the Applicants operating capacity;Decline in the profit after tax of the Applicant by

more than fifteen percent;Any adverse comment from the auditor; andAny other reason/ event

which in the sole opinion of the Bank constitutes or which may constitute deterioration in the

creditworthiness of the Applicant.

Adjusted Tangible Net Worth including unsecured loans shall be maintained at a level of Rs

24.20 million during the currency of the ICICI bank loan where in Adjusted Tangible Net Worth

shall be defined as "Share Capital Reserves & Surplus (excluding revaluation reserves)

unsecured loans subordinated intangible assets- advances/investments to/in sister concerns).

Customer will route 80% of turnover of the firm through ICICI OD limit account

The Applicant shall not, without the prior approval of ICICI Bank (which approval may be given

subject to prepayment premium of 4% on the Facility/iesamount and such terms and conditions

as may be stipulated by ICICI Bank including payment of any charges, plus applicable taxes or

other statutory levy),prepay the outstanding principal amounts of the Facility/ies in full or in part,

which are in the nature of loans, before the Due Dates. Where any of theFacility/ies are closed

by way of balance transfer/takeover by any other bank or financial institution during the tenor of

the Facility/ies, a prepaymentpremium of 4% shall be charged on the amount of the Facility/ies

taken over by the other bank/financial institution. For any prepayment/foreclosure of

theFacility/ies, the Applicant shall provide to ICICI Bank a prior notice of 30 days specifying the

amount to be prepaid and the date of prepayment.

Special Terms and Conditions

Term & Condition Description

The firm agrees that if, however, as a result of such review, ICICI Bank determines that the firm

has not implemented/nor is likely to implement the Project within the Project Cost and/or in

accordance with the Financing Plan and/or the firm has not commenced/nor is likely to

commence commercial production by the Completion Date, ICICI Bank shall have the right to

revise the aforesaid repayment schedule and stipulate such additional conditions (including

strengthening of management set up, change in means of financing, raising of additional equity

capital/other interest-free unsecured funds from the Promoters) as ICICI Bank in its absolute

discretion deem fit and to require the Borrower to take such measures as may be stipulated by

ICICI Bank in the light of the revised cost of the Project/means of financing/date of

commencement of commercial production

The firm agrees that unless otherwise agreed to by ICICI Bank, the Loan would continue to be

repayable on demand until the firm complies with the stipulated terms and conditions to the

satisfaction of ICICI Bank and commences commercial production by the Completion Date.

Further, during the implementation period of the Project, the Loan shall be repayable on

demand being made by ICICI Bank at any time.

If the lender finds that the profitability and the cash flow and other circumstances so warrant,

the lender may, on previous intimation to the borrower require the borrower to prepay the loan

on dates earlier than the dates set out in the repayment schedule and also to increase the

amount of the installment of there payment

Upon such compliance of the conditions and commencement of commercial production the

firm shall repay the Loans in accordance with the repayment schedule as may be stipulated by

ICICI Bank, which repayment schedule shall be final and binding on the firm

If the firm fails to meet its obligation in paying interest and/or installment or installments and/or

other moneys payable to ICICI Bank, and/or unable to meet the DCCO, ICICI Bank shall be

entitled to appoint a nominee on the Board of Directors of the firm during the currency of ICICI

Bank assistance

The company shall offer to ICICI Bank the first right of refusal for entry into the Working Capital

consortium of the Company for the incremental working capital needs arising out of the project.

The above commitment would be subject to the agreement between the company and ICICI

Bank on the commercial terms for the aforesaid businesses

The firm shall not undertake any new project or expansion without prior approval of ICICI Bank

during the currency of ICICI Bank assistance.

The firm shall not raise any term loans/debentures, incur major capital expenditure or make any

investments either directly or through its subsidiaries, without the prior written approval of ICICI

Bank during the currency of the Loan

The company shall not issue corporate guarantee on behalf of its subsidiaries or group

companies without prior written approval of ICICI Bank

The firm shall not invest/lend/extend advances to group or subsidiaries companies without prior

written approval of ICICI Bank

In the event of default committed by the firm in complying with the provisions of the Loan

Agreement to be entered into by the firm for availing the presentfacility, the same shall be

deemed to be a default committed by the firm under any Loan Agreement/Facility Agreement

entered into by the firm for availing any other facility / facilities.

In the event of default committed by the firm under any Loan Agreement/Facility Agreement

entered into by the firm for availing any other facility/facilities, thesame shall be deemed to be a

default committed by the firm under the provisions of the Loan Agreement to be entered into by

the firm for availing the present facility

The firm shall obtain and maintain comprehensive insurance cover for the assets of the firm

during the tenor of the facility, to the satisfaction of ICICI Bank

The company shall undertake that during the currency of ICICI Banks assistance,it shall not

without obtaining the prior written consent in writing of ICICI Bank,make any payments to the

redemption of its Preference Share Capital, if it fails to meet its obligations to ICICI Bank under

any facility extended by ICICI Bank, so long as it is in such default.

ICICI Bank reserves the right to stipulate such additional conditions in its sole discretion prior to

the disbursement of its above-mentioned committed amount

ICICI Bank shall have right to sell, assign, transfer or otherwise dispose of or any part of rupee

term loan at any time.

The firm shall offer to ICICI Bank the first right of refusal for entry into the Working Capital

consortium of the firm for the incremental working capital needs arising out of the project. The

above commitment would be subject to the agreement between the firm and ICICI Bank on the

commercial terms for the aforesaid businesses

In case any other lender(s) impose any condition(s) not included herein or in any case any other

term stipulated by any such lender(s) is more favourable to them than the aforesaid terms

stipulated by ICICI Bank, such of those conditions as may be considered necessary by ICICI

Bank, in its discretion, shall apply to the aforesaid assistance as if the firm had specifically

agreed to such conditions

The firm shall furnish an undertaking that during the currency of the Loan, it shall not without

obtaining the prior written consent of ICICI Bank, declare any dividend on its share capital, in

excess of the rate stipulated in the Rupee Loan Facility Agreement nor declare dividend on its

share capital, if it fails to meet its obligations to pay interest and/or installment or installments

and/or other monies payable to ICICI Bank so long as it is in such default.

The borrower undertakes not to refund the unsecured loan availed from the group

companies/individuals till the entire amount of term loan availed from ICICIBank is repaid by

them. However, with the prior approval of ICICI Bank, the borrower members can replace it with

other borrowings or fresh infusion of capital.

All financial covenants will be monitored at the time of AQR/Renewal.1. Total debt/Net cash

accruals not to exceed 5.13 times 2. Total debt/Adjusted Tangible networth not to exceed 1.16

times 3. Fixed asset coverage ratio not to fall below 1.50 times4. Debt service coverage not to

fall below 1.25 times

Ensured in case of Term Loan, that CAL contains reference to following undertakings 1) Non-

Disposal Undertaking. 2) Shortfall Undertaking. 3) Management Undertaking or in absence of

any of the same, waiver by the appropriate authority has been taken on record.

Margin of term loan for construction of building and for the machinery would be 25% of total

machinery cost and total building construction

CHG 1 (as per company act) to create charge in favor of ICICI Bank to be file within 30 days of

disbursement. RM/RHS shall monitor the same

Collateral of atleast 100% to be maintained at all times.

Any default committed by "M/s H S Edible Oil Pvt Ltd In Term Loan of Rs 15.0 Mn and OD of Rs

5.0 Mn under AIF Program" shall be deemed to be an event of default by "H S Edible Oil Pvt Ltd

DLOD limit of Rs 15.0 Mn and Term Loan of Rs 15.0 Mn under EC Program. Any default

committed by ""H S Edible Oil Pvt Ltd DLOD limit of Rs 15.0 Mn and Term Loan of Rs 15.0 Mn

under EC Program shall be deemed to be an event of default by "M/s H S Edible Oil Pvt Ltd In

Term Loan of Rs 15.0 Mn and 5.0 Mn for OD under AIF Program". Hence the liabilities of both

the entities shall be joint and several.

The property mortgaged in " M/s H S Edible Oil Pvt Ltd In Term Loan of Rs 15.0 Mn and OD of

Rs 5.0 Mn under AIF Program shall not be release till the continuation exposure of "H S Edible

Oil Pvt Ltd DLOD limit of Rs 15.0 Mn and Term Loan of Rs 15.0 Mn under EC Program and vice

versa. NOC to be block with Rs 1.0

Lien to be mark on OD of Rs 5.0 Mn which shall be remove while business operation of the

company would start, same shall be validate by ZCM or above/ RIBG RHS and lien removal shall

be vetted by CPG team over mail.

Default Interest Rate Terms & Conditions

Nature of default (as

applicable) Reckoning of default interest

Default interest rate (p.a.)

payable monthly

.

Irregular due to drawings

beyond Drawing Power/

Limit

Excess drawings - over drawing

power but within sanctioned limit 2% over the Document rate

.

Irregular due to drawings

beyond Drawing Power/

Limit

Excess drawings over sanctioned

limit 2% over the Document rate

.

Irregular due to drawings

beyond Drawing Power/

Limit

Non- renewal of limits Default

interest would be charged from

the next day of excess

drawings/date of expiry till such

time the outstanding is brought

within drawing power /

sanctioned limit as applicable/

limits are renewed

2% over the Document rate

.

Payment default (in case of

foreign currency loans, the

foreign currency amount

will be converted into

equivalent rupee and default

interest as mentioned herein

will be charged)

Default interest would be

charged from next day of due

date till such time the default

amount is paid.

2%over the Document rate

.

Non-compliance of sanction

terms pertaining to security

creation

Security not created and

perfected within the sanctioned

timeline

For the first 15 days of

delay: Nil Delay > 15 days:

1% p.a.

.

Breach of financial

covenants

Applicable in cases where there

has been breach in financial

covenants specified by the

approving authority (based on

monitoring as may be required

by the approving authority).

For the first 15 days of the

breach: Nil Breach

continuing beyond 15 days:

1% p.a.

. Ceiling on default interest Not applicable

As may be notified by ALCO

from time to time

Security Terms & Conditions

The above credit facilities shall be secured by:

1

(A) Exclusiveï¾ charge in favor of the Bank by way of hypothecation of the firm's entire stocks of

raw materials, semi-finished and finished goods, consumable stores and spares and such other

movables including book-debts, bills whether documentary or clean, outstanding monies,

receivables, both present and future, in a form and manner satisfactory to the Bank. (For DLOD

limit)

(B) Exclusive charge in favour of the Bank on Plant & Machinery (Both present and future) and other

Fixed assets including Factory shed and excluding vehicles and future) of the firm , by way

hypothecation. (For Term Loan)

2

Unconditional and irrevocable personal guarantees of:

Mr. Amit Gupta residing address is 113, 114 Jiwajiganj Morena (M.P.) having personal net

worth of Rs 5.00 Mn as on 31-03-2021.

Kamla Singhal residing address is 113, 114 Jiwajiganj Morena (M.P.) having personal net

worth of Rs 2.00 Mn as on 31-03-2021.

Ram Kumar Singhal residing address is 113, 114 Jiwajiganj Morena (M.P.) having personal

net worth of Rs 5.00 Mn as on 31-03-2021.

Amit Singhal residing address is 113, 114 Jiwajiganj Morena (M.P.) having personal net

worth of Rs 5.00 Mn as on 31-03-2021.

Laxman Singhal residing address is 113, 114 Jiwajiganj Morena (M.P.) having personal net

worth of Rs 3.00 Mn as on 31-03-2021.

Neeta Singhal W/o Pradeep Singhalï¾ residing address is 113, 114 Jiwajiganj Morena (M.P.)

having personal net worth of Rs 3.00 Mn as on 31-03-2021.

Akash Singhal S/o Pradeep Singhalï¾ residing address is 114, 115ï¾ Jiwajiganj Morena

(M.P.) having personal net worth of Rs 3.00 Mn as on 31-03-2021.

Deepak Agrawal S/o Shivam Singhalï¾ residing address is 114, 115ï¾ Jiwajiganj Morena

(M.P.) having personal net worth of Rs 3.00 Mn as on 31-03-2021

Vikas Singhal S/o Girraj Kishore Singhalï¾ residing address is 113, 114 Jiwajiganj Morena

(M.P.) having personal net worth of Rs 3.00 Mn as on 31-03-2021

Pooja Singhal W/o Shri Ram Singhalï¾ 113, 114 Jiwajiganj Morena (M.P.) having personal

net worth of Rs 2.00 Mn as on 31-03-2021

ï¾ (Self-Certificate to be obtained having aggregate net worth as on dates mentioned above should

not be less than Rs 34.00 million)

3

Exclusive charges on

1. Residential Situated at House on Plot No 59, Old House No 1378, then 1744, Ward No 32,

Khedapati Colony Gwalior (M.P.), Owned by shewta Gupta spouse of Amit Gupta (Director).

Age of the property is 17 years and residual age of the property is 33 years. The value of the

property is 13.15 Mn

2. Commercial Vacant Land Commercial Vacant Land:- Situated at Part of survey No 264, gram

Chonda A.B. Road Morena (M.P.), The property is owned by Smt Kamla Singhal and Nita

Singhal. The property age is 0. The teatative value of the property is Rs 60.0 Mn but we are

considering Rs 40.0 Mn

3. Extended charges on the property situated at "Commercial property Situated at Part of

survey No 2006/2307, Old Patwari Halka No 19 and new patwari halka No 30, Gram

Mungawali Dist Morena (M.P.). The property is owned by Director Ram Kumar Singhal and

provided on lease to the company. The tentative value of the property is 35.0 Mn"

4

(A) Two Recourse Cheque in favor of ICICI Bank Limited A/c M/s H S Edible Oils Pvt Ltd one for an

amount equivalent to the Sanctioned limit and one Recourse Cheque for an amount equivalent to

one year's default interest on the respective OD Facility.

(B) Two Recourse Cheque in favor of ICICI Bank Limited A/c M/s H S Edible Oils Pvt Ltd one for an

amount equivalent to the Sanctioned limit and one Recourse Cheque for an amount equivalent to

one year's default interest on the respective Term Loan Facility.

(C) Corporate Guarantee to be taken of M/s Kanha Roller and Flour Mill having its registered office

at Morena (M.P.).

Equitable mortgage on immovable property as detailed below:

Type Location Area in Sq ft Rate per

Sq ft (`) *

Total

value

(` in

Million)

Residential

Property

Situated at House on Plot No 59, Old House No 1378,

then 1744, Ward No 32, Khedapati Colony Gwalior

(M.P.)

Land Area-

2400

Super Built

up Area-

1440

5000

800

12.0

1.15

Commercial

Property

Situated at Part of survey No 2006/2307, Old Patwari

Halka No 19 and new patwari halka No 30, Gram

Mungawali Dist Morena (M.P.)

Land Area-

65636

Super Built

up Area- 500

Tin shed -

22000

100

600

300

35.0 Mn

Commercial

Vacant Plot

Situated at Part of survey No 264, gram Chonda A.B.

Road Morena (M.P.), 22500 2800 63.0

Total 111.15

Operational terms and conditions to be considered in the note

1. Period of sanction

The working capital facilities are payable on demand. However the facilities

are available for a period of 12 months subject to review at periodical

intervals wherein the facilities may be continued / cancelled / reduced

depending upon the conduct and utilization of the facilities.

2.

Insurance

The firm has to ensure comprehensive insurance cover against all risks on

the security offered for the facilities.

Value of insurance policy should be equal to the value of the stocks at any

point of time.

Any shortfall in the value of insurance cover shall be covered immediately

by the firm or by the Bank by debiting the former's operative account with

the Bank.

The policies should be either in the joint names of the firm and the Bank or

banks lien should be noted on the policies as first loss payee. (Except land

value)

3. Inspection NA

4 Stock Audit NA

5 Processing Fee The firm will pay processing fee @ of 0.25% on the total limit amount, plus

the applicable service tax.

6 Valuation Valuation of security need to be done once in every three years

Inventory

Raw materials, consumable stores, spares. NA

Work in Process NA

Finished Goods NA

7

Periodicity of

submission of

information to the

Bank

Stock Statement NA

Other financial information NA

Data required for renewal of credit limits On or before the expiry of the

credit limits

Audited / unaudited financial statements NA

8 Creation of charges NA

9. Sole banking

arrangements

All other terms and conditions shall be as per Master Facility Agreement

(MFA) to be executed between the company and ICICI Bank Ltd.

Standard Condition

(not forming part of

CAL)

1. CIBIL & Dedupes should not be more than 90 days old at the time of

login with CMOG otherwise fresh dedupes have to be done. This

shall be the responsibility of the RHS who will confirm that fresh

dedupes have been done. In case of any adverse observations in the

form of deterioration of overdues/defaults/additional loans availed

by the entity/promoter same to be highlighted and approval should

be taken from the appropriate Sanctioning Authority. (11-05-2021)

10 Standard conditions

1. In case utilization of the limits in a quarter (except the quarter during

which the limit has been set up) falls below 60% of the sanctioned

limits, a commitment fee of 0.5% of the difference between the said

60% and the utilised amount (plus applicable service tax) shall be

levied.

2. "The Bank at its sole discretion may block/zeroise the drawing power

in the account upon non-renewal"

Facility wise Details & TERMS and CONDITIONS

Facility Name: Term Loan

Proposed Limit Existing Limit Validity Of the

Facility(In Months) Interest

15 0 12 REPO RATE + 3.50%

Term & Condition Name Term & Condition Description

Proposed Limit ("Limit") 15.0 million

Existing Limit NA

Project Cost 33.33 Mn

Date of Commencement of

Commercial Operation 8th Oct 2020

Margin 25%

Last date of drawal 31st Oct 2021

Draw down/tranche Minimum tranche of 0.1 million

Tenor/Repayment schedule

Principal amount of each tranche is to be repaid in 78 Monthly

installments of Rs 192308 payable commencing from 01st Jan

2022, and last installment to be paid on or before 1st June

2028

Moratorium 6 Months

Interest calculation Interest will be calculated on 365 day basis in respect of rupee

loans.

Pre disbursement conditions

Original purchase/proforma invoice of assets funded shall be

obtained and kept on record for term loan funding prior to

disbursement.

Event of Default

1. Delay in payment of interest/installment 2. Delay in DCCO 3.

Non-compliance of Financial covenants (to be in line with

Program norms)

Consequences of Event of

Default

Usual and customary for financings of this nature including,

but not limited to, the following: 1) Cancel undrawn

commitments; 2) Accelerate the Facility and demand

immediate repayment of all amounts due under the Facility; 3)

Enforcement of Security and/or Invocation of Additional

Comfort; 4) Right to Convert at their option whole or part of

the outstanding amount of the Facility into fully paid up equity

shares of the Borrower as per applicable laws. 5) Levy of

default interest; 6) Issue notices to the Account Bank for the

purposes of drawing on the balance in the trust and retention

accounts; 7) Exercise any other right that the Lender may

have under the Financing Documents or under the Indian

Law; 8) Lenders shall have the right to appoint a Nominee

Director and/or Observer (not exceeding one) who shall not

be liable to retirement or rotation and the Board of Directors

of the Borrower shall have no power to remove the same as

long as the default continues. 9) The Lenders and/or the

Reserve Bank of India and / or the Credit Information Bureau

(India) Limited will have an unqualified right to disclose or

publish the name of the Borrower and its Directors as

defaulters in such manner and through such medium as the

RTL Lenders or the Reserve Bank of India or Credit

Information Bureau (India) Limited in their absolute discretion

may think fit.

Project Monitoring

a) The Borrower shall satisfy the Lenders that the physical

progress of the Project as well as expenses incurred are as

per original schedule. In respect of any deviations from the

same, the Borrower shall suitably notify the Lenders/Lenders

Engineer with justification for the same. The Borrower shall

furnish quarterly reports to the Lenders Agent/Lenders

Engineer giving details on physical progress of the Project vis-

a-vis Project implementation schedule, status of statutory

clearances, expenditure so far incurred on the Project and

means of financing thereof including own contribution

brought in, duly certified by a Chartered Accountant as well as

compliance of other lending conditions. b) The facilities of the

Borrower shall be inspected by the Lenders officer/authorized

representative at quarterly intervals or at such prior frequency

as decided by the lenders. c) The Lenders/Lenders Agent shall

have the right to conduct a review of the Project at any stage

before or after commencement of commercial operations and

the Borrower shall facilitate the same and bear all costs in

relation to the same.

Default Rate

Interest on overdue amounts will be charged at Documented

Rate + 6% p.a. plus any other applicable charges payable

monthly

Documentation

All documentation to be in form and substance acceptable to

all parties involved in the transaction and as may be required

by the Lender(s). In addition to the terms and conditions

contained in this Term Sheet, the final documentation will

contain other customary/additional stipulation/clauses

including but not limited to Unconditional Cancellability, Basel

II clause, Information Covenants, Affirmative/Negative

Covenants, Financial Covenants,Governing law,Jurisdiction,

Undertakings, RBI disclosure norms, Representation &

Warranties, Indemnity,Increased cost clause(s),IFC, OFAC (if

required), MAE, MAC, Indemnity, taxation etc. as applicable

Governing law and jurisdiction

The Borrower agrees to the jurisdiction at Gwalior. However,

lenders shall have a right to proceed at any other appropriate

jurisdiction as well.

Special condition of term loan

Following undertaking to be provided - 1) Shortfall

Undertaking 2) Undertaking for non-disposal of shares from

promoters. 3) Management Undertaking.

Interest Payment Frequency Monthly

Purpose of the facility Plant & Machinery

Currency Rupee facility

Security As per security template

Facility Name: Drop Line Overdraft

Proposed Limit Existing Limit Validity Of the

Facility(In Months) Interest

15 0 12 REPO RATE + 3.50%

Term & Condition Name Term & Condition Description

Proposed Limit ("Limit") 15.0 million

Existing Limit Nil

Repayment Schedule The limit under DLOD will be reduced by Rs. 250000 on a

monthly basis over a period of 60 months.

Purpose of the facility Working Capital Facility

Security As per security template

Interest Payment Frequency Monthly

Documentation

All documentation to be in form and substance acceptable to

all parties involved in the transaction and as may be required

by the Lender(s). In addition to the terms and conditions

contained in this Term Sheet, the final documentation will

contain other customary/additional stipulation/clauses

including but not limited to Unconditional Cancellability, Basel

II clause, Information Covenants, Affirmative/Negative

Covenants, Financial Covenants,Governing law,Jurisdiction,

Undertakings, RBI disclosure norms, Representation &

Warranties, Indemnity,Increased cost clause(s),IFC, OFAC (if

required), MAE, MAC, Indemnity, taxation etc. as applicable

Default interest As per the Default Interest Table below

Tenor 60 Months

Operational Terms and Conditions

Term & Condition

Name Term & Condition Description

Period of sanction

The Facilities shall be valid for the validity period as specified above for

each facility, subject to (i) the terms and conditions mentioned herein

and in the other documents in relation to the Facilities and (ii) review at

periodical intervals wherein the Facilities may be continued / cancelled /

reduced, depending upon the conduct and utilisation of the

Facilities.The Facilities are repayable on demand.

Processing Fee The borrower will pay one time non-refundable processing fee of

Rs.75000 (exclusive of GST and statutory levies, if any).

Others Conditions The Borrower represent that it has adopted a suitable hedging policy,

approved by its Board of Directors

Partners/Proprietor/Trustee/Members, which includes mechanisms to

reduce its currency mismatches.The Borrowers hedging policy shall

remain in full force and effect and updated from time to time, till all the

monies due and payable under the Facility Agreement/ Transaction

Documents are fully paid to the satisfaction of the Bank/ Lender.The

Borrower shall provide all information as may be required by the Bank/

Lender from time to time in relation to its foreign currency exposures

and hedging details in relation thereto.In the event of any change in

applicable laws/ regulations (including regulatory/statutory

requirements pertaining to provisioning norms and/or risk weightage),

the Bank/ Lender shall have the right to recover the cost, in any manner

that it deems fit, including by way of revision in spread/applicable rate.

Other Conditions The Bank at its sole discretion may block/zeroise the drawing power in

the account upon non-renewal or non-submission of stock statements.

Pre-disbursement

condition

For Term Loan Disbursement For Plant and Machinery 1)Customer to

submit the Original Bill / invoice of Plant & Machinery etc in its name

wherein the margin amount of 25 % will be deducted and balance

amount will be reimbursed to the customer or to be made to supplier /

vendor, as per instruction of Borrower. In case original invoice are not

available, then disbursement shall be done basis directly to the

seller/supplier as per purchase order/proforma invoice and original

invoices to be collected post disbursement within timeline of 30 days.

Any NFA on this shall be taken from Product Head -RBC.2.3.In case of

any reimbursement CA certificate along with original Invoice will be

taken for Full Payment and in case of vendor payment CA certificate

along with original Performa Invoice for margin payment to be obtain

prior to disbursement.

Pre-disbursement

condition

Both (Internal and external) Valuation report of the (1) Self occupied

Commercial property situated at Situated at Part of survey No

2006/2307, Old Patwari Halka No 19 and new patwari halka No 30, Gram

Mungawali Dist Morena (M.P.), Value of Rs 35.0 Mn, (2) Residential

property situated at Situated at House on Plot No 59, Old House No

1378, then 1744, Ward No 32, Khedapati Colony Gwalior (M.P.) (3)

Commercial Vacant land situated at Situated at Part of survey No 264,

gram Chonda A.B. Road Morena (M.P.) Value of Rs 60.0 Mn to be obtain

prior to disbursement. Value (Minimum of Internal & External) of such of

constructed property would not be less than Rs 48.15 Mn and value of

vacant land would not be less than 40.0 Mn. If value (Minimum of

Internal & External) of such property would be less than constructed

property Rs 48.15 Mn and value of vacant land rs 40.0 Mn than

sanctioned limit would be reduced proportionately.

Pre-disbursement

condition

Pricing approval from appropriate sanctioning authority to be obtained

prior to disbursement

Pre-disbursement

condition

RCU Screening/Sampling to be done prior to disbursement, if sampled

Positive report need to be obtained

Pre-disbursement

condition

Compliance of section 89B for intimation to Sub registrar to be done

prior to disbursement and timeline for a period of not more than 7 days

shall be obtain from appropriate authority. Same shall be responsibility

of RM/RHS

Pre-disbursement

condition

The Security Providers/Borrowers to insure and keep insured at all

times during the tenure of the Facility all the properties offered as

collateral security to ICICI Bank for the Facility granted by it or ZH

approval to be obtain for waiver the same

Pre-disbursement

condition

CA Certificate for maintain ATNW of Rs 24.20 Mn to be obtain prior to

disbursement and same shall be vetted by CPG team over mail

Pre-disbursement

condition

CA Certificate for current shareholding pattern to be obtained and

guarantee of minimum 90% shareholders to ensured prior to

disbursement. Same shall be vetted by CPG over mail.

Pre-disbursement

condition

Copy of the rent agreement of the residential property situated at House

on Plot No 59, Old House No 1378 then 1935 1744, Ward No 32

Khedapati Colony Gwalior to be obtain prior to disbursement and same

shall be vetted by CPG team over mail

Pre-disbursement

condition

Kanha Roller and Flour Mill will obtain NOC prior to disbursement from

Central Bank of India for provide Guarantee to the sister concern firm

named H. S Edible Oil Pvt Ltd for funding by ICICI Bank and same shall

be vetted by CPG team over mail

Pre-disbursement

condition

Valuation charges of Rs. 2500 (Including GST) and Legal Charges of Rs.

2500 (Including GST) per property to be collected from the customer at

the time of disbursement

Pre-disbursement

condition

Legal clearance of the property & Title Search for 13 years to be

obtained from ICICI empaneled lawyer and the disbursement to be

made only on receipt of positive report

Pre-disbursement

condition

Self-declaration to be obtained from customer that no Current account

shall be opened or continued by the customer in future in any other

Bank (except ICICI Bank), prior to disbursement

Pre-disbursement

condition

Lien to be mark on DLOD limit of Rs 15.0 Mn from which 5.0 Mn shall

release after start operation of the company and rest 10.0 Mn shall

release while customer will achieve turnover of Rs 150.0 Mn and

validated from GST returns and same shall be vetted by CPG team over

mail.

Standard Terms and Conditions

Term & Condition Description

Borrower shall not avail finance from any other bank/entity for the aforesaid purpose without

prior written approval of ICICI Bank.

Interest payment on unsecured loans shall be subservient to the interest payment to ICICI Bank

Ltd.

Valuation of the property offered as collateral to be done once in every three years from the

date of last valuation. ICICI Bank may however,revalue the property at any time that it may deem

fit.

Facilities approval is valid subject to legal & technical clearance of the property offered as

collateral security and shall be done by ICICI Internal technical team/ ICICI approved lawyer.

Funds will not be diverted to sister concerns and associate concerns if any.

Funds would be used for the purpose for which the facilities have been availed and funds will

not be used for financing, speculation, illegal, litigation or any such purpose.

The Borrower shall have exclusive banking relation with the Lender and shall initiate

relationships with other banks after seeking consent of the Lender by providing a fortnight prior

notice (only for Sole Banking Borrowers).

Any Legal and Technical Expenses to be borne by the Borrower and would be debited from his

limit account after disbursement, to the extent same has not been already charged from the

Borrower.

All applicable charges as uploaded on www. icicibank.com for services rendered by ICICI Bank.

ICICI Bank reserves the right to modify the rates from time to time

The above preferred rate of interest / Commission is incumbent upon your shifting of major

business and family accounts with us and that ICICI Bank will become your preferred bank for all

your personal and business banking needs, Interest rate/ commission will be reviewed from

time to time based on overall relationship"

In the event of payment default persisting beyond 90 days, the default interest rate would be

increased to document rate+6% with retrospective effect (i.e., from the date of default)

Document rate means the rate at which the facility was contracted Direct disbursement will be

made to the account of existing lenders to the extent of outstanding.

In case of any levies / charges such as interest tax are levied on the default interest, such levies /

charges shall be collected separately from the borrower in addition to the default interest. This

would be as per prevailing standard agreements.

Unless otherwise specifically mentioned, the rates are applicable for all domestic as well as

international loans.

Loan approval is valid subject to legal & technical clearance of the property offered as collateral

security and shall be done by ICICI Internal technical team/ ICICI approved lawyer

Without prejudice to any of the rights available with the Bank contained in the Transaction

Documents or under applicable law, the Bank shall have unconditional right to revise the Spread

applicable to any/all Facility, at any time during the subsistence of the Facilities, without giving

any prior notice to the Applicant(s), on the occurrence of any of the following:"Deterioration of

Creditworthiness"Degradation of any/all Security on account of any reason whatsoever,

including but not limited to (i) non-compliance with any applicable laws/regulations and/or with

any contractual obligations in relation to any/all Security, (ii) any actual/alleged

misrepresentation or fraud jeopardizing any/all Security;�Deterioration in the Creditworthiness�

shall mean and include without limitation, the following events:(i) Downgrade of the rating of

the Applicant by a Credit Rating Agency;(ii) Inclusion of the Applicant and/or any of its directors

in the RBI�s wilful defaulters list;(iii) Closure of a significant portion of the Applicant�s operating

capacity;(iv) Decline in the profit after tax of the Applicant by more than fifteen percent;(v) Any

adverse comment from the auditor; and(vi) Any other reason/ event which in the sole opinion of

the Bank constitutes or which may constitute deterioration in the creditworthiness of the

Applicant.

The above preferred rate of interest / Commission isincumbent upon your shifting of major

business and family accounts with us and that ICICI Bank will becomeyour preferred bank for all

your personal and business banking needs, Interest rate/ commission will be reviewed from

time to time based on overall relationship

�The Applicant shall not, without the prior approval of ICICI Bank (which approval may be given

subject to prepayment premium of 4% on the Facility/ies amount and such terms and

conditions as may be stipulated by ICICI Bank including payment of any charges, plus applicable

taxes or other statutory levy), prepay the outstanding principal amounts of the Facility/ies in full

or in part, which are in the nature of loans, before the Due Dates. Where any of the Facility/ies

are closed by way of balance transfer/takeover by any other bank or financial institution during

the tenor of the Facility/ies, a prepayment premium of 4% shall be charged on the amount of the

Facility/ies taken over by the other bank/financial institution. For any prepayment/foreclosure of

the Facility/ies, the Applicant shall provide to ICICI Bank a prior notice of 30 days specifying the

amount to be prepaid and the date of prepayment.�

The property offered to the Bank to be fully insured and the policy should be endorsed in favour

of the Bank by "Agreed Bank Clause".

The property provided as collateral and unit to be visited by business team yearly

All applicable charges as uploaded on www.icicibank.com for services rendered by ICICI Bank.

ICICI Bank reserves the right to modify the rates from time to time

Borrower shall open a current account on usual terms and conditions.

Borrower shall ensure that ICICI Bank is made the assignee/loss payee/ beneficiary of the

policies of insurance with regard to the Property in a form and manner satisfactory to ICICI Bank.

Borrower to ensure that, the property offered as collateral security, shall not be rented out

without prior permission of the ICICI bank. If same is rented out with permission of the ICICI

bank, in case of default, the rent receivable for the same shall be routed through the Bank

account of the borrower with ICICI bank Ltd.

The property mortgaged with the bank will not be given on rent / leased out / assigned during

the period of facility with us

�Commitment charges will be charged to the customer who have average Limit utilization lesser

than 60%. The charge will be calculated on quarterly basis at the rate of 0.5% per quarter for the

portion of limit utilized below 60 %(Plus applicable GST to be levied). In newly disbursed cases

(excluding Enhancement cases) commitment charges will be levied from 2nd quarter onwards

from the quarter of disbursement instead of the existing practice of charging from subsequent

quarter onwards. Wherever the sanctioned limits comprise non fund limits as sublimit of fund

limits, the total limit and total utilization is taken into account.�

ICICI Bank to remain sole working capital banker. In case of any deviation prior approval from

ICICI Bank to be taken.

The Borrower represent that it has adopted a suitable hedging policy, approved by its Board of

Directors Partners/Proprietor/Trustee/Members, which includes mechanisms to reduce its

currency mismatches.

The Borrower shall provide all information as may be required by the Bank/ Lender from time to

time in relation to its foreign currency exposures and hedging details in relation thereto.

The security as required by ICICI Bank Limited will be created in favour of ICICI Bank Limited, in

a form and manner acceptable to ICICI Bank Limited

Properties mortgaged to the bank shall not be used by person other than promoters/relatives or

sister concerns/group companies during the currency of working capital facilities from ICICI

bank limited. The borrower to take prior approval of the Bank in the event the property

mortgaged to the Bank ceases to be used by the promoters/relatives

Special Terms and Conditions

Term & Condition Description

Customer will route 80% of turnover of the firm through ICICI OD limit account

Adjusted Tangible Net Worth including unsecured loans shall be maintained at a level of Rs

24.20 million during the currency of the ICICI bank loan where in Adjusted Tangible Net Worth

shall be defined as "Share Capital Reserves & Surplus (excluding revaluation reserves)

unsecured loans subordinated intangible assets- advances/investments to/in sister concerns).

The firm agrees that if, however, as a result of such review, ICICI Bank determines that the firm

has not implemented/nor is likely to implement the Project within the Project Cost and/or in

accordance with the Financing Plan and/or the firm has not commenced/nor is likely to

commence commercial production by the Completion Date, ICICI Bank shall have the right to

revise the aforesaid repayment schedule and stipulate such additional conditions (including

strengthening of management set up, change in means of financing, raising of additional equity

capital/other interest-free unsecured funds from the Promoters) as ICICI Bank in its absolute

discretion deem fit and to require the Borrower to take such measures as may be stipulated by

ICICI Bank in the light of the revised cost of the Project/means of financing/date of

commencement of commercial production

The firm agrees that unless otherwise agreed to by ICICI Bank, the Loan would continue to be

repayable on demand until the firm complies with the stipulated terms and conditions to the

satisfaction of ICICI Bank and commences commercial production by the Completion Date.

Further, during the implementation period of the Project, the Loan shall be repayable on

demand being made by ICICI Bank at any time.

If the lender finds that the profitability and the cash flow and other circumstances so warrant,

the lender may, on previous intimation to the borrower require the borrower to prepay the loan

on dates earlier than the dates set out in the repayment schedule and also to increase the

amount of the installment of there payment

Upon such compliance of the conditions and commencement of commercial production the

firm shall repay the Loans in accordance with the repayment schedule as may be stipulated by

ICICI Bank, which repayment schedule shall be final and binding on the firm

If the firm fails to meet its obligation in paying interest and/or installment or installments and/or

other moneys payable to ICICI Bank, and/or unable to meet the DCCO, ICICI Bank shall be

entitled to appoint a nominee on the Board of Directors of the firm during the currency of ICICI

Bank assistance

The company shall offer to ICICI Bank the first right of refusal for entry into the Working Capital

consortium of the Company for the incremental working capital needs arising out of the project.

The above commitment would be subject to the agreement between the company and ICICI

Bank on the commercial terms for the aforesaid businesses

The firm shall not undertake any new project or expansion without prior approval of ICICI Bank

during the currency of ICICI Bank assistance.

The firm shall not raise any term loans/debentures, incur major capital expenditure or make any

investments either directly or through its subsidiaries, without the prior written approval of ICICI

Bank during the currency of the Loan

The company shall not issue corporate guarantee on behalf of its subsidiaries or group

companies without prior written approval of ICICI Bank

The firm shall not invest/lend/extend advances to group or subsidiaries companies without prior

written approval of ICICI Bank.

In the event of default committed by the firm in complying with the provisions of the Loan

Agreement to be entered into by the firm for availing the present facility, the same shall be

deemed to be a default committed by the firm under any Loan Agreement/Facility Agreement

entered into by the firm for availing any other facility / facilities.

In the event of default committed by the firm under any Loan Agreement/Facility Agreement

entered into by the firm for availing any other facility/facilities, the same shall be deemed to be a

default committed by the firm under the provisions of the Loan Agreement to be entered into by

the firm for availing the present facility

The firm shall obtain and maintain comprehensive insurance cover for the assets of the firm

during the tenor of the facility, to the satisfaction of ICICI Bank

The company shall undertake that during the currency of ICICI Banks assistance,it shall not

without obtaining the prior written consent in writing of ICICI Bank, make any payments to the

redemption of its Preference Share Capital, if it fails to meet its obligations to ICICI Bank under

any facility extended by ICICI Bank, so long as it is in such default.

ICICI Bank reserves the right to stipulate such additional conditions in its sole discretion prior to

the disbursement of its above-mentioned committed amount

ICICI Bank shall have right to sell, assign, transfer or otherwise dispose of or any part of rupee

term loan at any time.

The firm shall offer to ICICI Bank the first right of refusal for entry into the Working Capital

consortium of the firm for the incremental working capital needs arising out of the project. The

above commitment would be subject to the agreement between the firm and ICICI Bank on the

commercial terms for the aforesaid businesses

In case any other lender(s) impose any condition(s) not included herein or in any case any other

term stipulated by any such lender(s) is more favourable to them than the aforesaid terms

stipulated by ICICI Bank, such of those conditions as may be considered necessary by ICICI

Bank, in its discretion, shall apply to the aforesaid assistance as if the firm had specifically

agreed to such conditions

The firm shall furnish an undertaking that during the currency of the Loan, it shall not without

obtaining the prior written consent of ICICI Bank, declare any dividend on its share capital, in

excess of the rate stipulated in the Rupee Loan Facility Agreement nor declare dividend on its

share capital, if it fails to meet its obligations to pay interest and/or installment or installments

and/or other monies payable to ICICI Bank so long as it is in such default.

The borrower undertakes not to refund the unsecured loan availed from the group

companies/individuals till the entire amount of term loan availed from ICICI Bank is repaid by

them. However, with the prior approval of ICICI Bank, the borrower members can replace it with

other borrowings or fresh infusion of capital.

All financial covenants will be monitored at the time of Renewal.1. Total debt/Net cash accruals

not to exceed 5.13 times 2. Total debt/Adjusted Tangible net worth not to exceed 1.16 times 3.

Fixed asset coverage ratio not to fall below 1.50 times4. Debt service coverage not to fall below

1.25 times

Ensured in case of Term Loan, that CAL contains reference to following undertakings 1) Non-

Disposal Undertaking. 2) Shortfall Undertaking. 3) Management Undertaking or in absence of

any of the same, waiver by the appropriate authority has been taken on record.

Margin of term loan for construction of building would be 33.33% and for the machinery would

be 25% of total machinery cost and total building construction

Lien to be mark on DLOD limit of Rs 15.0 Mn from which 10.0 Mn shall release after start

operation of the company and rest 5.0 Mn shall release while customer will achieve turnover of

Rs 40.0 Mn and same shall be vetted by CPG team over mail.

CHG 1 (as per company act) to create charge in favor of ICICI Bank to be file within 30 days of

disbursement. RM/RHS shall monitor the same

Condition related to vacant land:(a) Requirement of half yearly visit of the properties(Vacant

Land) by the Bank official - (grade DMI & above).(b) Bank's name shall be painted or affixed at

each site in a conspicuous place.(c) Clear demarcation of land should be there.

Any default committed by "M/s H S Edible Oil Pvt Ltd In Term Loan of Rs 15.0 Mn and OD of Rs

5.0 Mn under AIF Program" shall be deemed to be an event of default by "H S Edible Oil Pvt Ltd

DLOD limit of Rs 15.0 Mn and Term Loan of Rs 15.0 Mn under EC Program. Any default

committed by ""H S Edible Oil Pvt Ltd DLOD limit of Rs 15.0 Mn and Term Loan of Rs 15.0 Mn

under EC Program shall be deemed to be an event of default by "M/s H S Edible Oil Pvt Ltd In

Term Loan of Rs 15.0 Mn and OD limit of Rs 5.0 Mn under AIF Program". Hence the liabilities of

both the entities shall be joint and several.

The property mortgaged in " M/s H S Edible Oil Pvt Ltd In Term Loan of Rs 15.0 Mn and OD of

Rs 5.0 Mn under AIF Program shall not be release till the continuation exposure of "H S Edible

Oil Pvt Ltd DLOD limit of Rs 15.0 Mn and Term Loan of Rs 15.0 Mn under EC Program and vice

versa. NOC to be block with Rs 1.0