Financing and Indebtedness-Twilight

Project Flower DSK LegalFinancing and Indebtedness Private and Confidential

III. FINANCING AND INDEBTEDNESS

We have perused / reviewed the information and documents as set out in Part – III

of Annexure – A to the Report which was provided for our review by the Company.

The Company has represented to us that other than the information and documents

as set out in Part – III of Annexure - A, there is no other financing information and/or

documents.

Upon perusal of the said documents / information we observe as follows:

The indebtedness of the Company can be broadly classified as set out below:

I. AXIS BANK

We understand that vide sanction letter No AXISB/CO/MC/RB/0994/08-09

dated March 17, 2009 issued by Axis Bank, the Company was permitted to

avail the following facility.

FacilityLimit

(Rs. in crores)

Cash Credit 15.00

Total Fund Based 15.00

Letter of Credit 10.00

Total Non Fund Based

10.00

Total 25.00

Comments

The Company has represented to us that this loan has been fully repaid by

the Company to the Bank. However the no dues certificate from the Bank is

still awaited.

II. STANDARD CHARTERED BANK

We understand that vide sanction letter No SCB/529/09/MM1617 dated April

8, 2009 issued by Standard Chartered Bank to the Company, the Company

was permitted to avail the following facility.

FacilityLimit

(Rs. in crores)

Fund Based (name of the facility)

23.00

Sublimit 6.00

Total 23.00

Preliminary and tentativeDraft for discussion purposes only of 32


Comments

The Company has represented to us that the Company has paid off the entire

loan amount to the Bank. However the no dues certificate from the Bank is

awaited.

III. HDFC BANK LIMITED

We understand that vide sanction letter dated April 20, 2008, issued by HDFC

Bank to the Company was permitted to avail the following facility.

Facility

Existing (Rs.

in million)

Enhancement

(Rs. in million)

Total(Rs. in million)

Fund Based Facilities

Cash Credit/Working capital demand Loan

81.50 NIL 81.50

Total Fund Based Facilities (A) 81.50 NIL 81.50

Non Fund Based Facilities

Letter of credit/bank Guarantees 40.00 10.00 50.00

Total Non Fund Based facilities (B)

40.00 10.00 50.00

Total facilities (A+B) 121.50 10.00 131.50

Comments

The Company has represented to us that the Company has paid off the entire

loan amount to the Bank. Vide letter dated October 4, 2010, the Bank has

represented that the Company has paid off the entire limits aggregating to

Rs. 131.50 million and there are no dues outstanding under the said facilities.

IV. UNION BANK

We understand that vide sanction letter No. IFB:ADV:VMK:SA:867 dated

August 18, 2010 issued by Union Bank of India (“Union Bank”) to the

Company, the Company was permitted to avail financial assistance from

Union Bank. Vide the same sanction letter as mentioned above, the Company

was informed that the Bank will release the Cash Credit Hyp limit of Rs.

12,00,00,000/- (Rupees Twelve Crore only) out of the sanctioned limit of Rs.

37,50,00,000/- (Rupees Thirty Seven Crores Fifty Lakhs only). The terms and

conditions pertaining to the above facility has been provided in Appendix -

1.

The Company has availed of the following credit facilities from Union Bank.

FacilityExistin

gMargin



Cash Credit 37.50 25%

V. CENTRAL BANK OF INDIA

Vide sanction letter bearing No. POONAC/CR/2010-11/305 dated October 8,

2010 issued by Central Bank of India (“Central Bank”) to the Company,

Central Bank has agreed to enhance the existing credit limits to the

Company. The terms and conditions of the above mentioned sanction letter

have been set out in Appendix – 1.

The Company has availed of the following credit facilities from Central Bank.

FacilityExisting (Rs. In crore)

Revised (Rs. in crore)

Margin

Fund Based

Cash Credit 7.00(28.00)

9.00(35.40)

25%

Working Capital Demand Loan 28.00(112.00)

36.00(141.60)

25%

Total FB WC limits 35.00(140.00)

45.00(177.00)

Non Fund based

Inland/ Foreign Letter of Credit (DP/DA-usance 120 days)

8.75(19.75)

8.75(25.00)

10%

Bank Guarantee 0.25(0.25)

0.25(0.25)

10%

Total NFB limits 9.00(20.00)

9.00(25.25)

Total 44.00 54.00

VI. BANK OF BARODA

Vide its sanction letter No. CFS:Pune:TLPL:2010/547 dated August 4, 2010

issued by Bank of Baroda (“BOB”) to the Company, the Company was

permitted to avail financial assistance from BOI. The terms and conditions of

the above mentioned sanction letter have been set out in Appendix – 1.

The Company has availed of the following credit facilities from BOB.

FacilityExistin

gPropose

dMargin

Cash Credit NIL 22.50 25% on RM, WIP, FG, Spares and Stores, Packing material, Book debts

VII. BANK OF INDIA



Vide its sanction Letter No PMCB:VYG:1137 dated September 27, 2010, issued

by Bank of India (“BOI”) to the Company, the Company was permitted to

avail financial assistance from BOI. The terms and conditions of the above

mentioned sanction letter have been set out in Appendix – 1.

The Company has availed of the following credit facilities from BOI.

Facility

Existing (Rs.

in crore)

Revised (Rs. in crore)

Margin

Fund Based

Term Loan 15.00 NIL -

Corporate Loan NIL 15.00

WCFBL: Cash Credit-Stock/EPC-180days Cash Credit- Book debts/ FPB-90

days

10.005.00

Stock and book Debts 25%

Non Fund based

Letter of credit I/F-90 days - 10.00 15%

Total 15.00 40.00

Comments

The Company has represented to us that the term loan/corporate loan of Rs.

15 crore is not a part of the consortium. The term loan of Rs. 15 crore has

been restructured as a corporate loan. The Company has also represented

that out of the sanctioned Fund based Limit of Rs. 15 crore, the Company has

availed of only Rs. 14 crores.

VIII. BARCLAYS BANK PLC

Vide its sanction letter No. Barclays/Mumbai/194/09 dated July 1, 2009,

Barclays Bank Plc has amended its earlier sanction letters bearing reference

No Barclays/ Mumbai/42/07, Barclays/Mumbai/517/08 and

Barclays/Mumbai/66/09. The terms and conditions of the above mentioned

revised sanction letter have been mentioned in Appendix – 1.

The Company has availed of the following credit facilities from Barclays Bank.

(revised amounts)

Descriptionof the Facility

Facility Limit

(Existing)

(INR in Million)

Enhanced/ Fresh Limits/

Reduction

(INR in Million)

Total Limits(INR in Million

)

Margin

Revolving Working Capital line

90 +100 190 25% margin on Book Debts and



Inventory.

Fund Based (I) (90) (+100) (190)

Short Term Loan (INR/USD)(Sublimit of Fund Based Limits)

(90) (+100) (190)

Pre Shipment (Packing Credit)/Post Shipment Credit (Sublimit of Fund Based Limits)

(90) (-90) NIL

Non Fund Based (II) 90 (-90) NIL

Inland Letter of Credit) (90) (-90) NIL

Adhock Short Term Loan (20) (-20) NIL

IX. ICICI BANK LIMITED

Vide its sanction letter dated February 11, 2009 issued by ICICI Bank Ltd

(“ICICI”) to the Company, the Company was permitted to avail the enhanced

credit facilities from ICICI. The terms and conditions of the above mentioned

sanction letter have been set out in Appendix – 1.

The Company has availed of the following credit facilities from ICICI.

FacilityCurrent

Sanction (Rs. in million)

New Sanction(Rs. in million)

Fund Based Limits

Cash Credit 176.0 450.0

Total 176.0 450.0

Comments

There are discrepancies in the amounts in the Consortium documents and the

sanction letter.



Appendix - 1

Significant terms and conditions of loan documentation

Sr. No.

Lender Document and Date Key Terms, Security and Covenants

1. Union

Bank

(the“Bank

”)

Sanction Letter

bearing No.

IFB:ADV:VMK:SA:867

dated August 18,

2010.

Tenor

One year from the date of sanction

i.e. upto August 2011.

Security

First charge on stock and book

debts of the Company to be shared

on pari passu basis with working

capital consortium members.

Collateral

1st charge on the fixed assets

(immovable and moveable, present

and future) of the Company situated

at plot Nos. 39, 40 Sector II, Vasai

Co-Operative Industrial Estate, S. No

42/1, Goraipada, Vasai (East), on pari

passu basis with working capital

lenders in the consortium.

2nd charge on the fixed assets

(Immovable and moveable, present


at plot no B-22, H Block MIDC Pimpri

and S. No 1162/2 and 117/2 Near

Chakan Phata, Talegaon, Vadgaon on

the pari passu basis with working

capital lenders in the Consortium.

Interest

11.75% per annum

Covenants

The CC Hyp limit of Rs. 12 crores out

of the sanctioned limit of Rs. 37.50



Sr. No.


crores shall be released by the Bank

subject to:

The Company shall

submit an undertaking that Union

Bank of India will be inducted in

the consortium within a period of

2 months from the disbursement

by allocating Fund Based Working

Capital limit of Rs. 37.50 crores.

The Company shall give

another undertaking that the total

Fund based Working capital at the

disposal of the Company will not

exceed Rs. 177.00 crores from all

the Banks.

Hypothecation of stock

and book debts with personal

guarantee of 3 directors namely

Mr. Rajendra C. Bora, Mr. Gopal

Ramourti and Nainish R. Bora and

Mr. Abhijeet Bora.

Corporate guarantee of

Borachem Industries.

Personal guarantee of Mr.

Abhijeet Bora to be submitted on

or before September 10, 2010.

The Company to take adequate

insurance of stocks of raw materials,

work in progress, finished goods and

stores and spares etc at various

godowns and factory and the copy of

the same will be submitted to our

Bank.

Delayed submission of CMA/renewal

data for the period beyond 1 month

from due date and non compliance of



Sr. No.


the terms of sanction will attract

penal interest of 1% per annum,

subject to a maximum of 2% per

annum.

The Company shall submit QPR/HOF

statement within one month/six

months after the Non

submission/delayed submission of

QPR and non submission of audited

financials will attract penal interest

of 2% per annum.

2. Central

Bank of

India

(the“Bank

”)

Sanction Letter No

POONAC/CR/2010-

11/305 dated

October 8, 2010

Tenor

Not mentioned.

Security

Primary

First pari passu hypothecation of

stocks and book debts.

Collateral

First charge on pari passu basis on

the block assets of the Company at

Vasai for the limits sanctioned by the

present consortium.

Second pari passu charge on the

company’s block assets at Pimpri

and Vadgaon in favour of the

consortium members.

Personal Bungalow of CMD, Shri R.S

Bora situated at Baner S No 257/2,

Plot No .10 & 11, I Green Park, Pune.

(Exclusively for Central Bank of India)

Pledge of 7,81,000 shares of the

Company value of Rs. 1.83 crore.

(Exclusively for Central Bank of India)



Sr. No.


Interest

Base rate+5% for the Fund Based

and normal charges for the Non Fund

Based.

Covenants

Guarantors:

Mr. Rajendra Bora

Mr. Gopal Ramourti

Nainish Bora

Abhijeet Bora

Borachem Industries.

The Bank shall have the right to

withdraw concessions and charge

normal rate of interest/charges

together with applicable penal

interest in the event of default by the

Company.

Penal interest of 1% per annum will

be charged for delayed/non

submission of QIS/MSOD and stock

statements.

The Company shall give a specific

undertaking that the working capital

will not be diverted either for long

term purpose/ purpose other than for

which it is sanctioned.

All fixed assets including moveable/

immovable and all current assets

mortgaged/hypothecated to

consortium are to be insured against

all risks and the original policy to be

held with Bank.

The Company shall inform the Bank



Sr. No.


on happening of any contingency

which shall affect the Company’s

ability to repay the facilities.

The Company and Directors

respectively to give an undertaking

that no commission/consideration is

paid to the directors for their giving

guarantee to secure the advances

given to the company.

All the necessary undertakings shall

be executed as stipulated in the

Loan policy.

Bank reserves the right to enhance

the rate of interest in case of

downgrading of Credit Risk Rating

(External/ Internal).

The Bank reserves the right to

withdraw the concessions and

charge normal rate of interest/

charges together with applicable

penal interest in the event of default

by the Company.

Joint mortgage for securing the

revised limits under the Consortium

to be completed before releasing the

enhanced limits.

The Bank reserves the right to

cancel any undrawn portion of the

limit without any notice or reserves

the right to levy commitment

charges as per rules on undrawn

portion.

3. Bank of

Baroda

(the“Bank

”)

Sanction letter No.

CFS:Pune:TLPL:2010/5

47 dated August 4,

2010

Tenor

12 months

Security



Sr. No.


Primary

First charge on stock and book

debts of the Company to be shared

on pari passu basis with working

capital consortium lenders.

Collateral

1st charge on the fixed assets



at Plot Nos. 39, 40 Sector II, Vasai

Co- Opt Industrial Estate, S. No. 42/1,

Goraipara, Vasai (East) on pari passu

with working capital lenders in the

consortium.

2nd charge on the fixed assets


and future) of the company situated

at plot No. B-22, H Block MIDC Pimpri

and S. No 1162/2 and 117/2, Near

Chakan Phata, Talegaon, Vadgaon on

pari passu basis with working capital

lenders in the consortium.

Sublimit

Letter of credit (Inland/Foreign) of 5

crores within CC limit.

Interest

11.50% per annum

Covenants

Hypothecated/mortgaged security

charged to the Bank shall be kept

fully insured against fire and other

risks and the copies shall be



Sr. No.


submitted with the Bank.

The Company shall not without the

permission of the Bank:

Effect any change in its

capital structure.

Dilute the shareholding of

the promoters/guarantors.

Formulate any scheme of

amalgamation or reconstruction.

Invest by way of share

capital, invest funds or place

deposits wit any other concern.

Declare dividends,

provide loans to

directors/associates or guarantee

obligations on behalf of the

company.

Make any drastic change

in their management set up.

Make any further

investments in its

subsidiaries/associate concerns by

way of loans and advances,

investment in shares or any other

manner.

The Bank has the right to recall the

entire/or any part of the loan if it

apprehends that that the loan is

being utilized for any other purpose

other than mentioned in the

application.

The promoters shall not without the

prior approval of the Bank,



Sr. No.


sell/pledge their

balance/unencumbered shareholding

with any Bank/FI/Individuals/entity.

The Bank has the right to withdraw,

modify and amend the terms of the

sanction and is not bound to disburse

the whole of the loan amount in the

event of the Company not satisfying

any terms and conditions stipulated.

Penal interest of 2% per annum

shall be charged by the Bank in case

of non compliance of ay of the terms.

4. Bank of

India

(the“Bank

”)

Sanction Letter No

PMCB:VYG:1137

dated September 27,

2010

Tenor

For 1 year subject to annual review.

Next review will fall due on or before

September 27, 2011.

Security

Principal

Corporate Loan- Pari Passu first

charge on fixed assets at Baddi plant

along with ICICI Bank Ltd.

Pari passu first charge on current

assets of the Company for WCFBL

and NFBL

Margin in TDR for NFBL.

Collateral

Pari passu 1st charge on fixed

assets of the company at Vasai

plant.

Pari passu 2nd charge on fixed

assets of the Company at Pimpri



Sr. No.


plant and Vadgaon plant for WCFBL

and NFBL.

Creation/extension of charges to be

completed within 3 months.

Guarantors

Mr. Rajendra Bora

Mr. Gopal ramourti

Mr. Nainish Bora

Mr. Abhijeet Bora

Borachem Industries

Interest

3% over base rate (11% at the date

of sanction) for WCFBL and

applicable charges for NFBL.

Covenants

The repayment of the corporate loan

will be in 8 quarterly installments of

Rs. 75 lakhs and thereafter 6

installments of Rs. 150 lakhs with 3

months moratium.

All the enhanced credit limits are to

be utiised within a period of 6

months from the date of sanction

(i.e. before 27 March, 2011) failing

which the facilities will lapse and any

revalidation of the same will be

considered at the sole discretion of

the Bank.

Non submission of stock/book debts

and MSOD statements by 15th of the

succeeding month will attract penal

interest of 1% per annum.

All the assets charged to the Bank



Sr. No.


shall be kept fully insured against

fire risks and original insurance cover

will be lodged with the Bank.

Penal interest of 2% per annum will

be levied on the overdue amount for

the period account remains

overdrawn due to irregularities such

as non payment of interest

immediately on application, non

payment of installments within one

month of their falling due etc.

Any default in complying with terms

of sanction within the stipulated time

will attract penal interest of 1% per

annum from the date of expiry of

such time.

The Company’s entire banking

business should be routed through

the Bank/members of the consortium

proportionate to the sharing of the

working capital facilities.


prior permission in writing of the

Bank:

effect any adverse

changes in the Company’s capital

structure or formulate any

scheme of amalgamation or

merger or reconstruction.

invest by way of share

capital or advance funds or place

deposits with any other

company/firm/concern.

declare dividend for any

year except out of profits.



Sr. No.


make any drastic

changes in the management set

up.

approach the capital

market for mobilizing additional

resources either in the form of

debt or equity.

The Company shall give an

undertaking that the Bank has a right

to sell/transfer/ assign the

securities/loans at any time.

The credit facilities shall not be ‘

diverted’ or ‘siphoned off’ or used for

any other purposes other than for

which they are granted.

The Bank shall from time to time be

entitled to notify the Company and

charge interest/commission/charges

at notified rates.

The Bank shall reserve the right to

carry out the credit rating exercise of

the facilities at frequencies

considered necessary and the rate of

interest chargeable to the facilities

would depend upon the rating

obtained by the borrowing Company.

The Bank shall have a charge on all

the credit balances, deposits,

securities or other assets of the

Company which are with any of the

branches of the Bank and on

happening of any of the event of

default the Bank shall be entitled to

exercise a right of set off between

the amounts due and payable to the

Bank and the said credit balances,

deposits, securities and other assets.



Sr. No.



prior permission of the Bank, make

any alterations in its constitution or

any documents relating to it,

controlling ownership or any material

change in the management set up or

nature of Business.

The Bank reserves the right to add,

amend, alter, cancel and modify any

of the terms of the sanction letter.

5. Barclays

Bank Plc

(the“Bank

”)

Sanction letter No.

Barclays/Mumbai/194/

09 dated July 1, 2009

Tenor

Till June 30, 2010

Security

First pari passu charge on the entire

current assets of the Company.

First pari passu charge on the

immovable and moveable fixed

assets of the Company situated at

Vasai, Maharashtra to all the

consortium members except ICICI

Bank Ltd.

Second pari passu charge on all the

movable and immovable fixed assets

situated at Pimpri and Vadgaon,

Maharashtra to all consortium

members.

Any other security that may be

offered to the existing bankers of the

Company shall be extended to the

Bank.

Interest

To be mutually agreed at the time of

drawdown.



Sr. No.


Covenants

Personal guarantee of Mr. R. C.

Bora, Mr. Gopal Ramourti, Mr. Abhijit

Bora, Mrs. Preeti Bora, Mrs. Pooja

Bora and Mrs. Lalita Bora.

The facilities availed by the

Company in foreign currency shall be

compulsorily hedged.

The Company shall inform the Bank

before taking any additional debt.

The Company has to ensure that the

minimum amount of exports shall

not fall below Rs. 50 million in a

quarter.

The Company shall ensure that all

stocks and collateral securities like

immovable properties are kept fully

insured against all risks including

fire, strikes, riot etc and all the

insurance policies are to be assigned

in favour of the Bank.

6. ICICI Bank

Limited

Sanction letter dated

February 11, 2009

( Documents yet to be confirmed)


Arrow Textiles Limited DSK LegalFinancing and Indebtedness Private and Confidential

Appendix – 2

(1) Security Trustee Agreement ( the “ Agreement ”)

Name of the

Parties

Twilight Litaka Pharma Limited (The “Company”) and

Consortium Members and Central Bank of India (“Security

Trustee”)

Date of the

Agreement

July 29, 2009

Security Trustee Central Bank of India

Loan Amount Rs. 160 crores

Purpose For appointing the Security Trustee so as to hold the security

interest in all the properties of the Company in trust for and

benefit of the Secured Lenders.

Security First pari passu charge on all the current assets and

moveable fixed assets of the Company.

First pari passu charge of all the Consortium Members

except ICICI Bank Ltd on the immovable fixed assets

situated at Vasai.

Second pari passu charge of ICICI Bank Ltd on the

immovable fixed assets situated at Vasai.

Second pari passu charge of all the Consortium Members

on immovable fixed assets situated at Pimpri and

Vadgaon.

Terms and

Conditions

The Company undertakes with the Security Trustee that

unless the Security Trustee otherwise agree, the

Company shall-

pay all rents, taxes and rates relating to any

part of the Security so as to keep the same free from

any other security interest other than ones created

with the approval of the Security Trustee.

reimburse the penalty or legal costs or any

other charges for stamping or registration of any of

the security documents or any supplement thereto

whether it is paid by the Security Trustee or the

secured lenders.

deliver to the Security Trustee certified

copies of the receipts evidencing payment of stamp

duty and other charges in connection with the



stamping and registration of the security documents.

The Security Trustee undertakes and confirms that it

shall not revoke the trusts create in favour of the

secured lenders until all the mortgage debts due to the

secured lenders are paid in full, unless by express

consent and permission in writing of such secured

lenders.

All realizations and the sale proceeds from the secured

assets will be handed over to the Security Trustee and

the Security trustee shall distribute the same among the

secured lenders on a pari passu basis without any

preference to one over the other in the manner provided

in the Inter creditor Agreement.

Transfer and

Assignment

The Company shall not transfer or assign any of its

rights and obligations under a Finance Document without

the consent of the secured lenders.

The secured lender shall be entitled to transfer or

assign any of its obligations and benefits in the facility to

any other person in accordance with a

Novation/Assignment Agreement to which the outgoing

secured lender shall be a party.

Accession The assignees of the secured lenders and future lenders

can accede to this Agreement by executing and delivering

to the Security Trustee an accession undertaking in the

form contained in the Agreement.

Termination This Agreement shall be terminated on due payments of

all sums due and payable under the finance documents.

This Agreement shall be terminated at the option of the

secured lenders by delivery of 90 days prior written

notice to the Security Trustee, if such notice shall be

accompanied by the written agreement of all the

secured lenders assuming all of the obligations of the

Security Trustee under the security documents have

been incurred.

Indemnity The Security Trustee and any receiver, attorney, manager

appointed by the Security Trustee shall be entitled to be

indemnified out of the trust securities in respect of all

liabilities and expenses incurred by the Security Trustee in

the execution and purported execution of the powers and

trusts under the trust securities and provided that the

reasonable precautions have been exercised by the



Security Trustee.

(2) Intercreditor Agreement (the “ Agreement ”)

Name of the

Parties

Twilight Litaka Pharma Limited (The “Company”) and

Consortium Members and Central Bank of India (“Security

Trustee”)

Date of the

Agreement

July 29, 2009

Loan Amount Rs. 160 crores

Purpose For providing consultation and coordination procedures for

certain actions taken or to be taken in respect of amounts

owed to secured lenders under the finance documents

including the sharing of the proceeds of enforcement of the

security interest.

Terms and

Conditions

The secured lenders shall share with each other any

information it receives regarding:

the financial condition or business of the

Company;

the Company’s ability to pay debts when due;

the Security interest;

any other matter relating to the Company,

security interest or the facility including information of

common interest obtained by the secured lender from

its nominee director and any material communication

pertaining to the above.

The secured lenders agree not to bring any action suit,

or proceeding against any other secured lender or

implead any such persons, in connection with any

action, suit or proceeding brought by any other person,

in each case arising out of any representation, warranty,

covenant or agreement contained in the respective

finance documents or certificates delivered pursuant to

the terms thereof.

The secured lender shall notify the other lender of any

payment received in respect of the facility, which is

known to him to be in excess of the amount to which he

is entitled to under the respective loan document and

shall return such amount together with any interest if



received, to the credit of the designated account.

The secured lenders shall neither solicit nor accept, any

compensation or consideration (other than the Security

Trustees fees) whether directly or indirectly, in cash or

in kind, in connection with any consent, waiver,

amendment, modification, permission or similar

approval under any financing document unless other

secured lenders shall have been offered compensation

or consideration therewith.

In the event of obtaining payment of amounts in

respect of the secured obligations owed to the secured

lender, whether-

through right of set off, lien or counterclaim; or

from realization (whether through foreclosure,

attachment or otherwise) of security interest; or

from any revenue, cash, investments or other

assets of the Company or from or as a result of

proceedings before any court, administrative body or

governmental tribunal for enforcement of the security

interest; or

obtaining of any other like payment;

such payment should be appropriated in accordance

with the terms of the Agreement.

Any amount received by the secured lender other than

the amount due and payable under the respective loan

agreements shall be divided amongst the secured

lenders as follows:

Firstly, to the payment of all costs and

expenses incurred in preservation, sale or realization of

the security interest or exercising rights and duties.

Secondly to payment of costs and fees to

Security Trustee.

Thirdly to payment of all amounts other than

principal i.e. interest, liquidated damages etc to



secured lenders

Fourthly, to payment of principal amounts due

to secured lenders.

Lastly, for payment to persons entitled to any

surplus if remaining.

The secured lender shall at all times maintain inter se a

pari passu position in proportion to the amounts due to

each of them from the Company.

Term This Agreement shall remain in full force and effect until

the outstanding dues and every part thereof shall have

been paid in full.

(3) Indenture of Mortgage (the “ Indenture ”)

Name of the

Parties

Twilight Litaka Pharma Limited (the “Company”/

“Mortgagor”) and Central Bank of India (the “Security

Trustee”)

Date of Execution July 30, 2009

Purpose For governing the terms under which the Central Bank of

India as Security trustee will hold the security interest

created by the Mortgagor in its favour over the mortgaged

properties. (please check)

Security First pari passu charge on all the current assets and

moveable fixed assets of the Company.

First pari passu charge of all the Consortium Members

except ICICI Bank Ltd on the immovable fixed assets

situated at Vasai.

Second pari passu charge of ICICI Bank Ltd. on the

immovable fixed assets situated at Vasai.

Second pari passu charge of all the Consortium Members

on immovable fixed assets situated at Pimpri and

Vadgaon.

Terms and

Conditions

The Company shall maintain a minimum security cover

of 1.25 times of its net fixed assets over all the long

term loans and/or debentures outstanding including the

Facility and any other borrowings which may have a

charge over the fixed assets of the Company.



As long as any monies remain due and outstanding

under the loan agreements, the Company shall-

not create any security interest over any

additionally acquired immovable property acquired by

way of ownership of any immovable property or

beneficial interest therein except as expressly

permitted under the Loan Agreements.

shall notify the lender of all acquisitions by way

of ownership of any immovable property.

within 90 days of acquisition/execution of lease

deeds, charge the same in favour of the Security

Trustee by way of mortgage on first pari passu charge

in the form required by the Security Trustee.

The Company shall give to the Security Trustee

unfettered access to the mortgaged properties at all

times.

Provision for Redemption

The Security Trustee shall, on repayment of

all the outstanding dues and upon the written request

of the Company, reassign, retransfer and release unto

the Company or as the Company shall direct, the

mortgaged properties or only such part of the

mortgaged properties which have not sold or

otherwise foreclosed, applied or released pursuant to

this Indenture.

The Security trustee shall do all such other

things as may be necessary to release from the

security created, for the benefit of the lender without

recourse or representation by the Security Trustee.

In case of an event of default, the Security Trustee can

enter into and take possession of the mortgaged

property and the Company shall take no action

inconsistent with or prejudicial to the right of the

Security Trustee as such for the benefit of the lender to

possess the same and to receive the income, profits and

benefits without hindrance by the Company or any other

person.



The Company shall at all times punctually pay all taxes,

imposts, duties and other outgoings in respect of the

mortgaged properties and also maintain all buildings

and erections forming part of the mortgaged properties

at its own costs and expenses.

The Company shall permit the Security Trustee to

inspect the first mortgaged properties (B-22 ‘H’ Block,

MIDC, Pimpri 116/2 Chakan Phata, Mumbai Pune Road,

Vadgaon Maval and 39/40 Vasai Taluka Industrial Estate,

Sector II, Goraipada, Vasai (East), Dist. Thane) and if

there is any want of repair thereof, the Security Trustee

shall call upon the Company to carry out such repair.

The Company shall at all times ensure that the

mortgaged properties remain the absolute property of

the Company.

The Company shall ensure that the mortgaged

properties are duly and effectively insured jointly in the

name of the Company and the Security Trustee as the

co insured.

On happening of an event of default, it shall be lawful

for the Security Trustee on receiving lender’s

instructions, without further consent of the Company, to

sell, assign, transfer, charge or concur with any other

person in selling, assigning, charging or transferring the

mortgaged properties and any future assets comprised

under the present security or any part thereof.

Discharges and Releases

Notwithstanding any discharge, release or settlement

between the Security Trustee, lender and the Company,

if any discharge or any payment in respect of the

mortgaged debt by the Company or any other person is

avoided or set aside, ordered to be surrendered, paid

away, refunded or reduced for any reason, the Security

Trustee shall be entitled to enforce this indenture as if

no discharge, release or settlement had occurred.

Indemnity The Security Trustee and any person appointed by it shall be

entitled to be indemnified out of mortgaged properties in

respect of all liabilities and expenses incurred by it against all



actions, proceedings costs, claims and demands in respect

of any ,matter or thing done or omitted to be done in

anyways relating to the mortgaged properties.

(5) Supplemental Agreement (“ Agreement ”)

Name of the

Parties

Twilight Litaka Pharma Limited (the “Company”) and the

Consortium Members and Central Bank of India (the

“Security Trustee”)

Dated Date of

Execution

March 17, 2010

Purpose For the purposes of recording the terms of enhancement of

the credit limits from Rs. 30.85 crores to Rs. 44 crores by

Central Bank of India which is effective from March 26, 2010.

Terms and

Conditions

The said credit mentioned above shall be a part of-

Security Trustee Agreement dated July 29,

2010;

Deed of Mortgage dated July 30, 2009

between the Company and Central Bank of India (the

“Security Trustee”);

Deed of Accession dated September 29, 2009

between the lenders, the Company and DBS Bank

Limited.

All other terms of the existing documents shall remain the

same and apply to all the Lenders and the entire amount

of borrowing by the Company.



(6) Supplemental Mortgage Deed (“ Agreement ”)

Name of the

Parties


Central Bank of India (the “Security Trustee”).

Date of execution May 18, 2010

Purpose For the purposes of recording the terms of enhancement of

the credit limits from Rs. 30.85 crores to Rs. 44 crores by the

Central Bank of India which is effective from March 26, 2010.

Terms and

Conditions

The above mentioned credit facility will be a part of and

secured by the existing documents which include as follows:

Indenture of Mortgage dated July 30, 2010;

Securities Trustees Agreement dated July 29, 2009;

Deed of Accession dated September 29, 2009 between

the lender, the Company and DBS Bank Limited.

(7) Deed of Accession (“ Agreement ”)

Name of the

Parties


Central Bank of India (the “Security Trustee”) and the

Consortium Members and DBS Bank Limited (the “Acceding

Lender”).

Date of Execution September 29, 2009

Purpose DBS Bank Limited has entered into Working Capital Facilities

Agreement dated February 4, 2009 with the Company for

extending financial assistance by way of working capital

facilities for a sum of Rs. 4.00 crores. Pursuant to clause 26.8

of the Security Trustee Agreement, DBS Bank has entered

into this Agreement and it is supplemental to the Security

Trustee Agreement dated July 29, 2009.

Terms and

Conditions

The Acceding Lender represents that it is agreeable to be

entitled to all the rights and benefits and be bound by and

comply with all obligations expressed to be assumed by it as

an Acceding Lender under the related security documents.



(8) Director’s Declaration (“ Declaration ”)



Name of the

Director

Gopal Ramourti

Date of execution July 29, 2009

Purpose

Terms and

Conditions

First mortgaged properties

Property being plot bearing Survey No.116, Hissa no.2

(Part) and Survey N0. 116, Hissa no 2-B, admeasuring 1

hector 21.41 acres, together with the factory and other

structures standing thereon situated at Vadgaon, Taluka

Maval,sub district Maval, District-Pune.

Property being plot bearing no B-22 in ‘H’ block

admeasuring 6500 sq meters situated at Pimpri industrial

Area in the village Pimpri,Taluka and Sub District Haveli,

District-Pune, together with all the buildings and

structures thereon, fixtures, fittings and all plant and

machinery attached to the earth or permanently fastened

to anything attached to the earth, both present and

future.

Second mortgaged property

Property bearing Survey No 229, Hissa no 1, situated at

Mouje Achole admeasuring 1540 sq meters, consisting of

Plot no 39 and 40, in the Vasai taluka industrial Co-

Operative Estate Ltd, situated at Gauraipada, Vasai (E),

having plot no 36 together with all buildings and

structures thereon and all plant and machinery attached

to the earth or permanently fastened to anything

attached to earth both present and future.

Director’s Declaration

The director declares that the Company is seized and

possessed of or otherwise well and sufficiently entitled to

all the First and Second Mortgaged properties as

described above except for the encumbrances as

mentioned below:

On First Mortgaged properties

vide Memorandum of Entry dated October 19,

2007, the First Mortgaged Properties have been

mortgaged for securing on first charge basis facilities

worth Rs 40 crores by ICICI Bank Limited (“ICICI”) by

way of deposit of title deeds of the said property with

ICICI.



Vide Memorandum of Entry dated October 13,

2008 the First Mortgaged properties have been

mortgaged for securing on Second Pari passu charge

basis, the working capital facilities aggregating to Rs

86.31 crores availed from the following banks:

Name of the Bank

Amount Secured (Rs in

crores)

Central Bank of India

28.35

HDFC Bank Limited 13.15

ICICI Bank Limited 27.81

Barclays Bank PLC 09.00

Standard Chartered Bank

08.00

Total 86.31

The First Mortgaged Property is charged in

favour of Central Bank of India (“Central Bank”) in its

capacity as Security Trustee to secure the facilities

aggregating to Rs 160 Crores on second pari passu

charge basis.

On Second Mortgaged Properties

Vide Memorandum of entry dated February 1,

2008, the Second Mortgaged Properties have been

mortgaged by Mr. S.D Tole for securing the facilities

aggregating to Rs 62.50 crores by deposit of title deeds

with Central Bank on first pari passu charge basis for-

Name of the bank Amount secured

(in Crores)

Central bank of India

27.85


Total 40.00

On second pari passu charge basis for:

Name of the bank Amount secured

(in Crores)




The title deeds of the Second Mortgaged

Properties was further redeposited for securing facilities

aggregating Rs 86.31 crores by way of constructive

delivery of the said properties with Central Bank on first

pari passu charge basis for:

Name of the Bank

Amount Secured (Rs in crores)

Central Bank of India

28.35



Standard Chartered Bank

08.00

Total 58.50


Name of the Bank Amount Secured

(in Crores)


The Second Mortgaged Properties have been

charged for the purpose of securing the facilities

aggregating Rs 160 crores on first pari passu charge

basis for:


(in Crores)

Central bank of India

30.85

Axis Bank Limited 25.00



Standard Chartered Bank Limited

23.00

Total 111.00



(in



Crores)



Financing and Indebtedness-Twilight

Documents

Transcript of Financing and Indebtedness-Twilight