Date:14 June 2021 Dear Sir/s:
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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