Loan Agreement

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LOAN AGREEMENT
This Loan Agreement (“Agreement”) entered on the day, date and year as mentioned in Schedule I:
Mangal Credit & Fincorp Ltd. , a company incorporated under the Companies Act, 1956 and
having its Registered Office at 1701/1702,17th Floor ,’A’ wing, Lotus Corporate Park, Western
Express Highway, Goregaon (E),Mumbai -400063 , (hereinafter referred to as ‘Lender’ which
expression shall, unless it be repugnant to the context or meaning thereof, mean and include its
successors, legal heirs, executors, legal representatives, successors-in-interest, administrators,
immediate and/or ultimate holding company, subsidiaries and permitted assigns) of the FIRST
PART;
AND
The person(s) named Achiievers Finance India Pvt. Ltd. and described as Borrower(s) and Other
Guarantor(s) in the Schedule I, (the Borrowers if more than one, the expression, Borrower shall mean all
borrowers/co-borrowers collectively) (hereinafter collectively referred to as the ‘Borrower’ which
expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include
their successors and permitted assigns) of the SECOND PART.
The Lender and the Borrower shall hereinafter be collectively referred to as “Parties” and individually
as “Party”.
WHEREAS
A. The Lender is a non-banking financial company, inter alia, engaged in the business of
providing financial assistance in the form of various loan products from time to time;
B. The Borrower has approached the Lender for a loan, the details of which are mentioned in
Schedule II;
C. Based on discussions between the Parties, the Lender has agreed to provide the Loan to the
Borrower to meet the Borrower’s financial requirements on terms and conditions contained
herein.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations,

warranties and indemnities set forth in this Agreement, and for other good and valuable consideration,
the sufficiency of which is hereby acknowledged by the Parties, the Parties hereby agree as follows:
1. DEFINITIONS AND INTERPRETATIONS

1.1. Definitions: All capitalized terms used in this Agreement unless context otherwise so
requires, shall have the following meanings:
1.1.1. Agreement: Means these presents, and shall include any schedule, annexure,
appendix, any and all amendments, additions, deeds, undertakings, declarations and
alteration whether by way of a supplemental agreement or otherwise to the terms
contained herein.
1.1.2. Applicable Law: Means any statute, law, regulation, ordinance, rule, judgment,
order, decree, by-law, Government Approval, directive, guideline, requirement or
other governmental restriction or any decision or determination by, or any
interpretation, policy or administration of any of the foregoing, by any Government
Authority having jurisdiction over the matter in question, whether in effect as of the
date of this Agreement or thereafter.
1.1.3. Availability Period: Means the period from the Execution Date or such extended
date as may be approved by the Lender, in its sole discretion, during which the
Borrower can draw Disbursements Amount up to a maximum of the Loan amount.
1.1.4. “Borrower(s)” shall, mean and include any Person to whom Lender has agreed to
grant / granted the Loan, either only to such Person or together with any co-
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borrower(s), whose details are given at the end of this Loan Agreement and who have
availed the Loan pursuant to this Loan Document; and unless repugnant to the context
or meaning thereof be deemed to include his / her / its/ their heirs, legal
representatives, successors, permitted assigns, executors, receivers, administrators as
the case may be.
1.1.5. “Borrower’s Loan Assets” shall mean the loans granted/to be granted by the
Borrower to its customers and which fulfill the Portfolio Origination Criteria specified
in Schedule II
1.1.6. "Customer's Loan Documents" shall mean the loan documents executed between
the Borrower and its customer in respect of the Listed Loan Assets of the Borrower.
1.1.7. Business Day: Means the day, comprising of normal working hours, on which
scheduled banks conduct business operations in Kolkata other than Saturday, Sunday
or day on which commercial banks are authorized by law to close in Kolkata
1.1.8. Disbursement Amount: Means the amount disbursed by the Lender to the Borrower
which is mutually agreed by the Parties from the Loan Amount.
1.1.9. Disbursement Request: Means a written request from the Borrower for
Disbursement in the form acceptable to the Lender
1.1.10. Disbursement Date(s): Means such date(s) on which Disbursement Amount is
released by the Lender through issuance of payment order/demand draft/
cheque/electronic fund transfer or otherwise based on Disbursement Request by the
Borrower, without the Lender concerning itself with the receipt of such disbursement
by the beneficiary/ recipient and also with the realization of such payment order
/demand draft or the time taken in such realization.
1.1.11. Execution Date: Means the date on which this Agreement is signed first by the
Parties hereto.
1.1.12. Installment: means the amount to be paid by the Borrower at such frequency as
specified in Schedule II and Repayment Schedule for repayment of the Loan along with
the applicable Interest Rate.
1.1.13. Installment Cycle Date: Shall (a) in relation to a Installment means the date on or
before which the Borrower shall make payment of such Installment and more
particularly set out in Schedule II; and (b) in relation to any other amounts payable
under this Agreement, as and when such amounts fall due for payment.
1.1.14. Interest: Means the interest which shall be chargeable at the Interest Rate and
compounded on a monthly basis and shall be payable by the Borrower to the Lender on
the Loan Amount, more particularly defined in Clause 2.5 of this Agreement.
1.1.15. Interest Rate: Means rate of interest per annum applicable to the Loan as per the
terms and conditions mentioned in this Agreement, more particularly defined in Clause
2.5 of this Agreement.
1.1.16. "Listed Loan Assets of Borrower" shall mean the Borrower's Loan Assets listed in
the statement given by the Borrower to the Lender along with this Agreement and
which is revised every quarter/or at such other intervals determined by Lender and
which shall include Borrower's Loan Assets substituted by the Borrower in place of
such Listed Loan Assets of the Borrower which does not fulfill the Portfolio
Origination Criteria
1.1.17. Loan: Means the loan amount to be availed by the Borrower in single or multiple
tranches accordance with this Agreement
1.1.18. Loan Documents: Means, collectively, (i) this Loan Agreement; (ii) the security
creation/extension documents relating to mortgage, hypothecation etc ; (iii) Sanction
Letter and shall include all agreements, instruments, undertakings, indentures, deeds,
writings and other documents (whether financing, security or otherwise) executed or
entered into, or to be executed or entered into, by the Borrower or any other person, in
relation, or pertaining, to the Loan and each such Loan Document as amended from
time to time.
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1.1.19. Material Adverse Change: Means any one or more events, conditions or
circumstances which, in the opinion of Lender, could reasonably be expected to
adversely affect:
1.1.19.1. the realization of any rights and remedies of Lender under the Agreement;
1.1.19.2. the financial condition, business, operations, assets or business prospects of
the Borrower;
1.1.19.3. the ability of the Borrower to observe or perform any of its obligations
under the Agreement, including but not limited to the payment obligations
of the Borrower;
1.1.19.4. the legality, validity, enforceability, priority or effectiveness of any
Agreement;
1.1.19.5. the ability of the Borrower to comply with the terms and conditions of any
Agreement
1.1.20. Person: Means any individual, partnership, joint venture, firm, corporation, company,
association of persons, trust or other enterprise (whether incorporated or not) or
government, sovereign, or any agency, department, authority or political sub-division
thereof, international organization, agency or authority (in each case, whether or not
having separate legal personality) and shall include their respective successors and
assigns and in case of an individual shall include his / her legal representatives,
administrators, executors and heirs and in case of a trust shall include the trustee or
the trustees for the time being.
1.1.21. Payment Instrument: NACH Debit Mandate/ NEFT/ Post Dated Cheques/ Any
Instruction(s) issued by the Borrower in favour of the Lender for transactions through
electronic mode or otherwise.
1.1.22. “Penal Interest” or “Additional Interest” shall mean additional/ penal interest
charged by the Lender over and above the Interest Rate due to delay in payments by
the Borrower and/ or occurrence of breach of other obligations/covenants under the
Loan Documents, more particularly, have the meaning given to it in Clause 2.7
(Additional Interest) of this Agreement.
1.1.23. “Portfolio Origination Criteria”- shall mean the criteria to be met by the List Loan
Assets of the Borrower which are given as Security to the Lender
1.1.24. “Receivables" means present and/or future monies/receivables payable by the
customer(s) to the Borrower under the Customer's Loan Documents and includes but
not limited:
1.1.24.1. principal amount under the Customer's Loan Documents;
1.1.24.2. Interest or the principal under the Customer's Loan Documents at the
interest rates provided there under:
1.1.24.3. All overdue interest payable on the principal amount of loan under the
Customer's Loan Documents
1.1.24.4. All other interest, service charges, account charges and other similar
amounts due and payable by the customer(s) under the terms of the
1.1.24.5. Amounts received on enforcement of any security interest in terms of the
1.1.24.6. Prepayment amounts or amounts received on account of premia on full
prepayment, if any under the terms of the Customer's Loan Documents
1.1.24.7. Proceeds of claims under insurance policies in relation to the loan(s)
provided in the Customer's Loan Documents
1.1.24.8. Stamp duty costs, charges, expenses taxes, duties, levies and imposts
payable by the Customer(s) of the Borrower (or any other security
provider) under the terms of the Customer’s Loan Documents,
1.1.24.9. Any other amounts, of any nature, received by the Borrower from its
customer(s) under or in relation to the Customer's Loan Documents.
1.1.24.10. Receivables substituted by the Borrower in place of Receivables that have
become Non-current Asset during the subsistence of this Loan.
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1.1.24.11. Additional Receivables provided by the Borrower in the event of the value
of total Receivables, during the subsistence of this Loan, falls less than the
Security Cover.
1.1.25. Repayment Schedule: Means the schedule of Installment(s) along with their
Installment Cycle Date. In case of any amendment/revision in the Repayment
Schedule, all reference to Repayment Schedule under the Loan Agreement shall mean
the revised repayment schedule.
1.1.26. Schedule/s: Means a schedule/s to this Agreement.
1.1.27. “Sanction Letter” shall mean letter/document issued to the Borrower which contains
the terms and condition of the Loan and which forms part of this Loan Agreement.
1.1.28. “Security”: shall mean the movable and/or immovable property on which Security
Interest is created in favor of the Lender as per the terms of this Agreement and/or
Sanction Letter
1.1.29. “Security Cover”: shall mean the aggregate value/amount of the Receivables to be
provided as Security to the Lender throughout the Tenure of the Loan and as more
specifically specified in Schedule II). For the purpose of computing the aggregate
value/amount of Receivables for this definition, it shall be computed by aggregating
the principle outstanding amount under the Listed Loan Asset of the Borrower.
1.1.30. "Security Interest" means right, title and interest of any kind whatsoever upon
Security, created in favor of the Lender and includes any mortgage, charge, or
hypothecation
1.1.31. Tenure- means the period in which Loan is to be repaid by the Borrower along with
interest as per applicable Interest Rate and other charges as per the Loan Documents
1.1.32. RBI: Means the Reserve Bank of India, established under the Reserve Bank of India
Act, 1934
1.1.33. Taxes: Means any and all present or future taxes, levy, impost, duty, stamp duty
charge, fee, deduction or withholding in the nature of tax wherever imposed, levied,
collected, withheld or assessed by any Government Authority pursuant to the
Applicable Laws.
1.2. Interpretations: In this Agreement, save where the context otherwise requires:
1.2.1. The singular includes the plural and vice versa;
1.2.2. References to the word “includes” or “including” are to be construed without limitation;
1.2.3. References to any law, statute or rules shall include references to such law, statute or
rules as it may after the execution of this Agreement be amended, supplemented or re-
enacted from time to time;
1.2.4. A reference to “authorization” includes an consent, clearance, approval, permission,
resolution, license, exemption, filing and registration;
1.2.5. The words ‘hereof’, ‘herein’, and ‘hereto’ and words of similar import when used with
reference to a specific Section in, or Schedule to, this Agreement shall refer to such
Section in, or Schedule to, the Agreement, and when used otherwise than in connection
with specific Sections or Schedules, shall refer to the Agreement as a whole;
1.2.6. The words “other”, “or otherwise” and “whatsoever” shall not be construed ejusdem
generis or be construed as any limitation upon the generality of any preceding words or
matters specifically referred to;
1.2.7. Words importing a particular gender include all genders; and
1.2.8. All cognate expressions relating to Clause 1 shall be construed accordingly.
1.2.9. Headings and the use of bold typeface shall not be used in any way for purposes of
interpreting this Agreement.
2. TERMS OF LOAN
2.1. Loan and application of proceeds
2.1.1. Subject to terms and conditions of the Agreement, the Lender, at the request of the
Borrower agrees to provide to the Borrower, and the Borrower agrees to avail the Loan
for the Purpose and in such tranches as mentioned herein in this Agreement.
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2.1.2. All Disbursements under this Agreement shall:

2.1.2.1. be made only during the Availability Period;
2.1.2.2. not at any time exceed the Loan Amount; and
2.1.2.3. be subject to the satisfaction (or waiver) of each applicable condition precedent
set forth in this Agreement.
2.1.3. During the Availability Period, the Borrower shall request a disbursement of the Loan in
a single or multiple tranches by delivering to the Lender a disbursement request in the
format specified by the Lender.
2.1.4. The Lender shall, after receiving the disbursement request, at its sole discretion disburse
the Loan Amount to the Borrower.
2.1.5. Where the Borrower is more than one, their obligations are joint and several and any
notice to one is notice to all irrespective of disbursement of loan amount either made to
one borrower or more than one borrower.
2.2. Utilization of Loan proceeds

2.2.1. The Borrower assures and agrees that, unless otherwise permitted by the Lender in
writing, it shall apply the proceeds of each disbursement under the Loan only for the
purpose stated in Schedule II (“Purpose”), and subject to the terms and conditions
contained in the Loan Documents. The Borrower further agrees and undertakes to not
utilize the Loan for any other Purpose.
2.2.2. The Lender at its sole discretion may cause the Borrower to deliver to the Lender a
certificate duly signed by a practicing chartered accountant, stating that the proceeds of
such utilization were used for the Purpose and not for any other purpose.
2.3. Pre-Disbursement Conditions

2.3.1. The Lender shall not make any disbursement until the Loan Documents have been duly
executed by the Borrower to the satisfaction of the Lender.
2.3.2. The Borrower agrees and acknowledges that the Borrower shall take all necessary steps
for obtaining an insurance policy and renewal of such insurance policy, if required, for
the entire Tenure, with the Lender named as the loss payee/beneficiary in relation
thereof, from such insurance company as approved by the Lender, with loan protector
cover or a cover by any such name/caption that insures the repayment of the Loan
Amount on death/permanent disability or similar exigencies of the Lender. The Lender
shall not make any disbursement or withhold any disbursements until the original of all
the documents, in relation to the insurance (or appropriate endorsements, certifications
or other satisfactory evidence of insurance) obtained by the Borrower in this regard,
have been furnished by the Borrower, from time to time, to the complete satisfaction of
the Lender. Provided that the Borrower shall ensure prompt and timely payment of any
and all premium, commission and any other amount necessary for effecting and
maintaining in force the said insurance.
2.3.3. The Lender through such mode as may be mutually agreed between the Parties shall
make the Disbursement to the Borrower. All collection/remittance and/or other charges
in relation to each Disbursement shall be borne solely by the Borrower. The Borrower
agrees to provide all necessary information to the Lender to make the Disbursement(s).
2.3.4. Every Disbursement Request once given/ submitted shall be irrevocable unless
otherwise consented by the Lender and the Borrower shall not cancel/ retract the same.
However, the Disbursement Request shall not be regarded as having been duly
completed unless such request/form:
2.3.4.1. is submitted to the Lender within the Availability Period;
2.3.4.2. the Borrower complies with the provisions of this Loan Document;
2.3.5. In addition to any other amount payable to Lender under this Agreement, Lender shall
be entitled to receive a non refundable fee towards processing of the Loan prior to any
disbursal, equivalent to such amount as mentioned in Schedule II (“Processing Fee”)
plus applicable Taxes. In the event Borrower fails to make payment of the Processing
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Fees, the Lender shall be at liberty to deduct the Processing Fees from the disbursement
of Loan to be made to the Borrower.
2.3.6. The Borrower further acknowledges and agrees that the Borrower will, prior to the first
instance of drawdown, issue/register with the Lender, a Payment Instrument(s) for
repayment of the Loan as required by the Lender.
2.3.7. The Borrower shall comply with any other pre-disbursement conditions as specified in
the Sanction Letter
2.4. Post Disbursement Undertakings: The Borrower undertake that:

2.4.1. The Payment Instrument(s) issued by the Borrower shall not be cancelled/stopped in
any circumstances during the Tenure of the Loan.
2.4.2. The management control of the Borrower entities shall continue to remain with the
present management during the entire duration of the Loan.
2.4.3. .The Borrower also undertakes that any amount outstanding under the Loan may at the
discretion of the Lender be recovered and adjusted from the monies and securities
belonging to the associated group entities/individuals of the Borrower.
2.4.4. The Lender shall have the option to call back the Loan or take suitable action in case the
Borrower defaults in repayment, Interest or any other dues outstanding with the Lender
or its group companies.
2.4.5. The Lender shall have the options to call for submission of audited financials and
quarterly unaudited financials as per its discretion.
2.4.6. The Lender will have rights to ask for any information and/or scrutinize or audit the
books of accounts, legal and any other documents.
2.4.7. The Borrower s undertakes to give any other documents/details as the Lender may
demand from time to time in order to review its Loan.
2.5. INTEREST
2.5.1. The Borrower shall pay interest on the principal amount of the Loan from time to time
at the interest rate mentioned in Schedule II (“Interest Rate”), which may be a fixed or
floating rate of interest granted at the option of the Borrower. All such interest shall be
paid in arrears, with monthly rests, or at such periods of rest as may be stipulated by
Lender in compliance with the RBI guidelines as applicable, and notified by Lender in
writing from time to time.
2.5.2. The Interest on the Loan as per applicable Interest Rate shall begin to accrue
simultaneously in favour of Lender with the Lender’s disbursement of the Loan by
issuing disbursement Cheque/demand draft/electronic fund transfer or otherwise
without the Lender concerning itself with the receipt of such disbursement by the
beneficiary/ recipient and also with the realisation of such Cheque/demand
draft/electronic fund transfer or the time taken in such realization.
2.5.3. The Borrower is aware and confirms that Lender shall, at any time and from time to
time, be entitled to change the Interest Rate, , at its sole discretion, In such an event the
term 'Interest Rate' shall for all purposes mean the revised interest rate, which shall
always be construed as agreed to be paid by the Borrower and hereby secured. Any
such change in the fixed Interest Rate would be advised to the Borrower(s) by Lender,
upon such a change being made.
2.5.4. The Borrower acknowledges and understands that the Lender will notify the Borrower
about any revision in Rate of Interest or any of the Fee/ Charges through any one or
more of the following means and the Borrower undertakes to accept such revisions/
changes with any dispute:
2.5.4.1. A Letter or email at the address provided by the Borrower(s) to the Lender.
2.5.4.2. SMS or any other electronic/ telephonic message on the telephone/ mobile
number registered by the Borrower(s).
2.5.4.3. The Lender's Website.
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2.5.4.4. The Lender shall ensure that changes in interest rates and charges are effective
prospectively, with effect from the date mentioned in the notice/
communication to the Borrower
2.6. Additional Interest/Penal Interest
2.6.1. Upon occurrence of any of the Events of Default as specified in Clause 6, the
Borrower shall be liable to pay additional interest/penal Interest as specified in
Schedule II (“Additional Interest”) for default/delay in repayment and breach of any of
the conditions of the Loan Documents
2.6.2. If the Borrower fails to pay any amount when due, under this Agreement and the
Borrower’s Payment Instrument is dishonoured, such unpaid amount shall bear
Additional Interest/ Penal Interest from the date such amount is due until the date on
which such amount is paid in full.
2.6.3. The payment of the Additional Interest shall not absolve the Borrower of the other
obligations or shall not affect any of the other rights of the Lender, under the Loan
Documents.
2.6.4. The Lender expressly reserves all the other rights that may accrue to it on any default
by the Borrower as per the Loan Documents.
2.7. Mode and Terms of Payment: All payments required to be made by the Borrower to the
Lender, including the Installment along with all Taxes, charges, costs and expenses shall be
paid through Payment Instrument or by such contemporaneous mode of settlement of
financial obligations as may be required by the Lender.
2.8. Repayment
2.8.1. During the Tenure, the Borrower shall repay the Loan by making payments as per the
Repayment Schedule agreed upon between the Lender and the Borrower. The Borrower
understands and acknowledges that timely payment of the Installment as per the
Repayment Schedule shall be the essence of this Loan Agreement executed between
Borrower and the Lender
2.8.2. If the Borrower fails to pay any amount when due, under this Agreement and the
Borrower’s Payment Instrument is dishonoured, such unpaid amount shall bear
Additional Interest from the date such amount is due until the date on which such
amount is paid in full.
2.8.3. If the Installment Cycle Date falls on a day, which is not a Business Day, the
immediately preceding Business Day shall be the due date for such payment.
2.8.4. The Borrower shall be required to pay all duties, Taxes, costs, stamp duty imposts and
statutory levies and such other charges, actual that may be imposed by the statutory
authorities from time to time pertaining to or in connection with all sums due under this
Agreement.
2.8.5. The Borrower agrees that it shall be entirely its responsibility to ensure prompt and
regular payment of all amounts due and payable under this Agreement, by the Borrower
to the Lender, in respect of the Loan provided by the Lender hereunder, on the
respective Payment Dates and in the manner provided in this Agreement.
2.8.6. The Borrower shall be required to pay all duties, Taxes, costs, imposts and statutory
levies and such other charges, actual that may be imposed by the statutory authorities
from time to time pertaining to or in connection with all sums due under this
Agreement.
2.9. Absolute obligations of Borrower:
2.9.1. The Borrower agrees that, unless agreed by the Lender in writing, obligations of the
Borrower arising out of this Agreement are absolute, unconditional and non-cancellable
and are distinct and separate from any other obligations of the Borrower towards the
Lender, whether under this Agreement or otherwise.
2.9.2. No part of the obligations arising from this Agreement is conditional or shall stand
vitiated by any set-off or claim for any reason, including, but not limited to termination
of this Agreement.
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2.9.3. Appropriation: Any amounts due and payable under the Loan Documents and if paid
by the Borrower shall be appropriated in the following manner- (i) towards the
Installments on FIFO (first in first out) basis with amount being applied to Interest
portion first and then to Principal portion (ii) towards any Additional Interests iii)
towards any cost, charges, expenses, legal cost and any other amount due under the
Loan Documents. The Lender reserves its right to change the appropriation as
mentioned (without intimation to the Borrower) at its sole discretion
2.10. Prepayment:
2.10.1. Subject to applicable laws, the Borrower(s) may, prepay the whole or any part of the
Loan together with applicable interest and other charges in accordance with the
terms of this Agreement and the terms contained in pre-payment clause Schedule II
(“Pre-payment”) hereto.
2.10.2. In the event Lender permits any part Pre-payment/acceleration of the Loan in terms
of this Loan Document, then the Repayment Schedule for the Loan can be amended
/revised in writing by the Lender for giving effect to such Prepayment/ acceleration,
and such amended/revised Repayment Schedule shall be binding upon the
Borrower(s).
3. SECURITY AND REPRESENTATIONS AND WARRANTIES IN RELATION TO THE

SECURITY
3.1. The Borrower shall create Security Interest in the form and manner specified in the
Sanction Letter & Schedule II on the Security till such time the Loan is repaid in full to the
satisfaction of Lender and a discharge certificate is issued. During the entire Tenure of the
Loan, the Borrower shall maintain the Security Cover as specified under this Agreement
(as amended by the Lender).
3.2. The Borrower agrees to register the charges for the Security created in favour of the
Lender where applicable by law, in the records of the concerned Registrar of Companies &
Information Utility (as applicable).
3.3. The Borrower confirm and warrants that the Security that are or may be given from time to
time are, free from all defects, attachment, prohibitory orders, disputes, charges, tax dues,
and encumbrances whatsoever and that the Borrower is the true and rightful owner of the
same and that he has full title and/or authority to
hypothecate/transfer/pledge/charge/mortgage (as the case may be) the same to the Lender.
3.4. The Borrower shall undertake not to dispose or transfer or sell or create any form of
encumbrances over the Security during the Tenure of the Loan. Any further encumbrance
on the Security may be only created with express written consent from the Lender. Further,
the Lender has the sole discretion to allow creation of such encumbrance over the Security
and its decision shall be final and binding upon the Borrower. Further, in the Event of
Default, the Borrower undertakes not to create any objection to any disposition and/or
transfer of any such Security by the Lender
3.5. The Borrower is in compliance in all material respects with all Applicable Laws in respect
of the conduct of its business and the ownership of Security. The Borrower is in
compliance with the provisions of all other subsisting contracts/arrangements to which it is
a party and any specific consents/approvals/authorizations (written or otherwise) required
to be obtained (or notices/intimations required to be furnished) there under for any action
(corporate or otherwise) regulated thereby have been duly obtained and are in full force
and effect.
3.6. Save and Except as disclosed to Lenders, the Borrower does not have any outstanding
Security Interest or obligation to create any Security Interest on the Security except
Security Interest to be created in favor of the Lender, or contemplated by the Loan
Documents, or as may be otherwise specifically permitted by Lenders in its sole and
absolute discretion.
3.7. The Borrower owns / has good legal right to possess and/or marketable title, as the case
may be, to its assets offered to Lender as Security, free and clear of any Security Interest,
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encumbrance or lien or charge or third party interest other than the Security Interest
specifically permitted by Lender.
3.8. Lender shall, on a regular basis, value & monitor the Security provided herein by the
Borrower under this Agreement. Based on periodic monitoring of the Security, Lender
shall have the right to revise the exposure limit of the Borrower immediately which shall
be binding on the Borrower. If at any time the Security Cover falls below the level as
specified in the Agreement or in the commercial opinion of Lender, is anticipated to fall,
whether on account of any exceptional event or circumstance or otherwise, so as to create
shortfall in the Security Cover to be maintained by the Borrower, or otherwise jeopardize
the interests of the Lenders or expose Lenders to any financial loss or damage in
settlement or recovery of the Loan then:
3.8.1. the Borrower shall, within the period of 7 days, provide such further and additional
Security in such manner and of such amount as may be demanded by Lender and/or
repay the corresponding quantum of the Loan , failing which Lenders reserves the
right to recall the Loan in full, to stop all further disbursements and/or to initiate
legal proceedings to sell without further notice or recourse to the Borrower any or
all Security available with Lender and/or invoke/enforce the Security Interest on the
Security so as to adjust the sale proceeds towards the outstanding amounts payable
to the Lender by the Borrowers.
3.8.2. The Borrower shall substitute forthwith and from time to time, such of the Security
as may have become impaired or unavailable in any way and such of the
Receivables and Listed Loan Assets of the Borrower provided as security, which
does not meet the Portfolio Origination Criteria with new Security/ Receivables and
Borrower's Loan Assets.
3.8.3. the Borrower acknowledges and declares that the right of Lenders to enforce the
Security Interest as provided hereinabove in the above clause is by no way an
obligation of Lenders to enforce the Security Interest and in the event Lenders in its
wisdom retains the Security to wait the market to improve to enforce the Security
Interest, the Borrower shall not be entitled to challenge such action of the Lender
and shall bear all consequences thereof. The Borrower agrees that in case of a defect
arising or coming to notice in respect of such Security, the Lenders has a right to
call upon the Borrower to replace the collateral or cure such defect within 7 (seven
working days of such defect being intimated to the Borrower, failing which the
Lender will be entitled to treat such failure as an Event of Default and take recourse
to such remedies available to it under law or hereunder in the Loan Documents.
3.9. All Security furnished by the Borrower(s) to Lender in connection with the Loan shall
remain a continuing security with Lender binding upon the Borrower(s) and such Security
(a) shall not be discharged by any intermediate payment made by the Borrower(s) with
respect to the Loan; (b) shall be in addition to and not in derogation of any other security
which Lender may at any at any time hold in respect of the Borrower(s)’ dues; (c) shall not
be discharged by any prepayment, re-schedulement etc. and/or variance in the Repayment
Schedule of the present Loan; (d) shall not be discharged on account of the
termination/determination of the present Agreement or recalling of the Loan; and (e) shall
be available to Lender until all accounts between Lender and the Borrower(s) in respect of
the Loan are ultimately settled and the statement of accounts of the Borrower(s)
maintained by Lender in its usual course of business shows a zero balance.
3.10. Insurance
3.10.1. The Borrower shall ensure, at its own cost and expense (if required), keep or cause
to be kept the security, if any, under the Customer’s Loan Documents, fully
insured against such risks, and for such amount(s) and for such period and in such
form(s) as the Lender may from time to time require, with the Borrower named as
loss payee therein.
3.10.2. In relation to such insurances as are required to be maintained pursuant to the
above, the Borrower shall not do or allow to have been done any act which may
invalidate such insurance.
10
3.10.3. In the event the Borrower becomes entitled to make any claims under the above
insurances, it shall promptly make a claim under such insurances and first apply all
monies received either in reinstatement of the security insured or towards
repayment of the outstanding amounts under Customer's Loan Documents.
3.11. Security Deposit / Cash Collateral
3.11.1. The Borrower hereby agrees that a sum as mentioned in Schedule II shall be
withheld from the Loan disbursed to the Borrower as Security Deposit/Cash
Collateral.
3.11.2. The Borrower agrees that upon occurrence of any Event of Default and/or any
delay in making payment of due instalment/ Interest/Additional Interest, the
Lender, , at its sole discretion (but not obligated to enforce) shall be entitled to
enforce and appropriate/utilize the Security Deposit/Cash Collateral amount
towards payment of the overdue Loan amount/ due instalment / interest and on
such utilization the Security Deposit/Cash Collateral amount shall reduce
accordingly. In the event of any utilization of the Security Deposit/Cash Collateral
by the Lender, the Borrower undertakes to forthwith replenish the Security Deposit
up to a level required under Schedule II within two (2) working days.
3.11.3. The Borrower confirms that the aforesaid enforcement and utilization of the
amount of Security Deposit/Cash Collateral shall be without prejudice to the right
of the Lender to enforce the Security in terms of this Loan Documents or
applicable Law(s).
3.11.4. The Borrower shall be entitled to receive, on the date mentioned in Schedule II
iinterest at the rate mentioned in this Agreement over the Security Deposit/Cash
Collateral amount less any utilization of Security Deposit in term of the sub-clause
(ii) above.
3.11.5. The Security Deposit amount less any utilization of Security Deposit/Cash
Collateral in term of the sub-clause (ii) above, if any, shall be repaid to the
Borrower at the end of the Tenure of the Loan provided all the amounts have been
paid/ discharged by the Borrower to the satisfaction of the Lender.
4. REPRESENTATIONS, WARRANTIES AND INDEMNITIES OF THE BORROWER

4.1. The Borrower acknowledge that Lender is entering into this Agreement in reliance on the
representations and warranties hereby given by the Borrower to the Lender, being true and
correct both on the date hereof and on the first Disbursement Date. Further, the Borrower
acknowledges that the said representations and warranties shall be deemed to have been
repeated on every subsequent Disbursement Date. The Borrower hereby represents and
warrants that:
4.1.1. The Borrower is fully empowered to enter into this Agreement and to perform
obligations hereunder and in the Loan Documents, and this Loan Documents have
been/ will be duly executed and delivered by the Borrower as may be required, and
constitute/ shall constitute a legal, valid and binding obligation of the Borrower, as the
case may be, enforceable against the Borrower in accordance with their respective
terms;
4.1.2. the Borrower shall perform all its obligations under this Agreement;
4.1.3. All consents, approvals, permissions, no-objections, authorizations or requirements
required from any Government Authority or from any director, shareholder, member,
partner or creditor of the Borrower or any other Persons, as the case may be, for or in
connection with the creation, execution, validity and performance of the obligations
under the Loan Documents, including towards perfection of Security by it have been
obtained and are in full force and effect and there is no breach of any Law(s) by the
Borrower;
4.1.4. The officers and employees and agents of the Borrower executing the Loan
Documents to be executed in pursuance hereof, are duly and properly and fully
authorized to execute the same, and the Lender shall have no cause to make enquiry
or satisfy itself independently in this regard.
11
4.1.5. the Borrower is financially solvent and have adequate net worth to be able to perform
their obligations under this Agreement;
4.1.6. the execution and delivery of this Agreement and documents to be executed in
pursuance hereof, and the performance of the Borrower’s obligations hereunder does
not and will not: (i) contravene any Applicable Law, statute or regulation or any
judgment or decree to which the Borrower and/or its assets, businesses and/or
undertakings is subject, (ii) conflict with or result in any breach of, any of the terms of
or constitute default of any covenants, conditions and stipulations under any existing
agreement or contract or binding to which the Borrower is a party or subject, as the
case may be;
4.1.7. no litigation, investigation, arbitration, administrative or other proceedings are
pending or threatened against the Borrower or his/ her assets or against the Security
provided by the Borrower under this Agreement, which, if adversely determined,
might have a Material Adverse Change in relation to the Assets of the Borrower ;
4.1.8. all clearances, permits, consents or licenses necessary or appropriate for the execution
and delivery of this Agreement under this Agreement have been obtained from any
Governmental Authority or from any creditors of the Borrower or any other Person,
as necessary, and are each in full force and effect;
4.1.9. no extraordinary circumstances shall have occurred which shall make it improbable
for the purpose, for which the Loan is provided, to be carried out and / or for the
Borrower to fulfil its obligations under this Agreement;
4.1.10. the Borrower will not seek to claim or recover from Lender on any grounds
whatsoever and/or in any circumstances whatsoever, any purported damages or
compensation, direct, indirect or consequential, for any acts or actions whatsoever of
Lender and/or in respect of the Loan, taken or omitted by Lender in terms hereof
and/or pursuant hereto and/ the Borrower hereby expressly waives any right to seek
or make any such claim or recovery on any ground whatsoever;
4.1.11. the Borrower is not in arrears of any public demand such as income-tax, corporation
tax and all other Taxes and revenues or any statutory dues payable to the
Government Authority;
4.1.12. neither the Borrower, nor any person acting on its behalf, has been engaged in (a)
any corrupt / fraudulent practices / collusive / coercive practices in connection with
the Borrower’s business or operations (b) money laundering; or (c) the financing of
terrorism; and
4.1.13. the Borrower further acknowledges and confirms that the information provided to
Lender in connection with the Loan does not contain any untrue statement of a
material fact, nor does it omit to state a material fact necessary in order to make the
statements contained therein not misleading in light of the circumstances under
which such statements were or are made.
4.1.14. The KYC norms and other statutory guidelines specified by the RBI and/or other
statutory authority have been and shall be, as the case may be, fully complied with
in respect of the Listed Loan Assets of the Borrower.
4.2. Indemnity:
4.2.1. The Borrower shall, without prejudice to any other right of Lender, indemnify and keep
indemnified and hold Lender its officer/employees/agents/affiliates harmless against
any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs expenses or disbursements of any kind or nature whatsoever (including without
limitation, fees and disbursements of lawyers) which may be imposed on, incurred by,
or asserted against Lender in any claim, litigation, proceeding or investigation instituted
or conducted by any governmental agency or instrumentality or any person or entity,
and which are related directly or indirectly to this Agreement or any document executed
pursuant hereto, whether or not Lender is a party thereto, and shall pay and reimburse to
Lender, without any dispute or demure any losses, costs, charges or expenses which
Lender shall certify as sustained or suffered or incurred by Lender as a consequence of
occurrence of an Event of Default, or any other breach of obligations by the Borrower
12
under this Agreement or otherwise in connection with this Agreement (including any
interest or fees incurred in funding any unpaid sum).
4.2.2. The Borrower shall indemnify and keep the Lender its
officer/employees/agents/affiliates indemnified during the Tenure of this Agreement
from and against all liabilities, claims, losses, damages and expenses whatsoever in
respect of its obligations and liabilities in connection with the payment of amounts due
under this Agreement and the Borrower shall be liable to pay such amounts forthwith on
demand.
5. COVENANTS
5.1. Positive Covenants: The Borrower covenants and undertakes that, during the Tenure of the
Agreement, the Borrower will, unless Lender waives compliance in writing:
5.1.1. Obtain and comply with the terms of, and do all that is necessary to maintain in full
force and effect, all authorizations, approvals, licenses and consents required to
enable it to enter into and perform its obligations under this Agreement, and to ensure
the legality, validity, enforceability and admissibility in evidence of this Agreement.
5.1.2. Maintain proper books of accounts, as per applicable accounting practices and
standards, which should correctly reflect its financial position and scale of operations
and should not radically change its accounting system without notice to the Lender.
The Borrower may be required submit to the Lender such financial statements as may
be required by the Lender from time to time
5.1.3. Promptly inform Lender of any material litigation, arbitration or other proceedings
which affect the Borrower, forthwith upon the same being instituted or threatened by
any person whatsoever including if making a claim for money against the Borrower,
or enforcing against the Borrower any guarantee or indemnity given by the Borrower.
5.1.4. Promptly inform Lender of any occurrence, event or incident of which it becomes
aware which might adversely affect the Borrower or affect its ability to perform its
obligations under this Agreement and/or in respect of the outstanding amount of the
Loan, including without limitation, any force majeure event or act of God such as
earthquake, flood, tempest or typhoon, etc as well as the happening of any labour
strikes, lockouts, shut-downs, fires or other similar happenings which could
reasonably be expected to adversely impact the day-to-day functioning or the business
of the Borrower.
5.1.5. Promptly inform Lender of the occurrence of any Event of Default or of the
occurrence of an event which, with the passage of time or the giving of notice would
become an Event of Default, and also, where applicable, of the steps being taken to
remedy the same, and will, from time to time, if so requested by Lender, confirm to
Lender in writing that save as otherwise stated in such information, no default has
occurred and/or is continuing.
5.1.6. Promptly inform Lender of any change in particulars of the Borrower’s inter alia
office addresses, email address and telephone number.
5.1.7. Pay regularly all Taxes, assessments, dues, duties, levies and impositions as may,
from time to time, be payable to any Governmental Authority.
5.1.8. Perform, on request of Lender, such acts as may be necessary to carry out the intent of
this Agreement.
5.1.9. Permit the authorized representative of the Lender or any of its officers or and/or
qualified auditors and/or lawyers and/or management consultants as appointed by the
Lender to carry out any audit/inspection of the technical and/or financial and/or
accounting systems and/or legal and/or managerial level inspections with reference to
the Borrower's business and/or Security provided under this Agreement at all or any
of its branch offices at the cost of the Borrower if so required, by the Lender at its
sole discretion.
5.1.10. The Borrower shall ensure that the Customer's Loan Documents are properly
executed, stamped, registered & preserved (as per applicable Law(s)) and if the rights
of the Lender under Loan Documents are prejudicially affected on account of the
13
Customer's Loan Documents not being properly executed, stamped and/or not being
registered, the Borrower shall indemnify and agrees to keep fully indemnified and
hold harmless the Lender and its officers/employees against, and pay and reimburse to
the Lender, any actions, suits, claims, proceedings losses, damages, costs, charges or
expense or outgoings which the Lender shall certify as sustained or suffered or
incurred by the Lender as a consequence of non registration and improper stamping of
the Customer's Loan Documents.
5.1.11. The Borrower agrees that the representative and officers of the Lender shall have the
right to inspect the Customer's Loan Documents from time to time and if any
amendments/aerations/modifications are required in the Borrower's Loan. Documents
in the opinion of the representative and officers of the Lender, the Borrower shall
make such amendments/alterations/modifications without any delay
5.1.12. The Borrower acknowledges and affirms that the terms of the Sanction Letter shall
form an integral part of this Agreement. In case of any conflict between the terms of
this Agreement and any other Loan Document, the terms of this Agreement shall
prevail, unless otherwise specified by the Lender.
5.2. Financial Covenants: The Borrower covenants and undertakes that, so long as any part of
the Loan is outstanding and until full and final payment of all money owing hereunder, the
Borrower shall ensure that financial covenants under this Agreement or as otherwise notified
by Lender from time to time, are met.
5.2.1. Always maintain a Capital Adequacy Ratio of 25% (twenty five per cent) during the
loan tenure.
5.2.2. Gross NPA not more than 3% (Three percent) of Asset under Management (AUM)
during the loan tenure during the loan tenure.
5.2.3. AUM includes on-balance sheet loan portfolio plus off-balance sheet loan portfolio.
5.2.4. Debt to equity at a consolidated level not to exceed 3.5 times.
5.2.5. Ontime books should be minimum 85% during loan tenure.
5.3. Negative Covenants:
5.3.1. The Borrower covenants and undertakes that he/she/it shall:
5.3.1.1. Not act as a guarantor on behalf of any other entity or person without
permission of lender
5.3.1.2. Not make any payment to any related parties / sister concerns / group
companies until its obligations of repayment of principal, payment of interest,
overdue interest, costs, charges fees etc. to the Lender have been complied.
5.3.1.3. Not make any repayment of any other loans and deposits and discharge other
liabilities except those shown in the funds flow statement submitted to the
Lender from time to time.
5.3.1.4. Not create, incur or assure any further indebtedness for borrowed money except
any indebtedness which arises in the ordinary course of business.
5.3.1.5. Not make any change in Memorandum of Association or Article of Association
of the Borrower company without prior permission of Lender
5.3.1.6. Not implement any scheme of expansion / modernization /diversification /
renovation of Security Interest during any accounting year, except such
schemes which have already been approved by the Lender.
5.3.1.7. Not formulate any scheme of amalgamation or reconstruction without
informing and written approval of the Lender
5.3.1.8. Not invest by way of share capital or lend or advance funds to or place deposits
with any other concern, including sister / associate / family / subsidiary/ group
concerns or declare dividends without informing and written approval of the
Lender. However, normal trade credit or security deposits in the normal course
of business or advances to employees can be excluded
5.3.1.9. Not create any further charge, lien or encumbrance over the Security Interest to
be charged / charged to the Lender in favour of any other bank, Financial
Institution, firm or person without informing and written approval of the
Lender
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5.3.2. The Borrower further undertakes that:

5.3.2.1. No suit has been filed by any bank/ financial institution against the Borrower or
any of the firms/ companies in which Borrower are partners/ directors/member
for recovery of any amount.
5.3.2.2. No account of the Borrower or its group companies has been classified as SMA
(Special Mention Account) or declared NPA/ settled by giving rebate/ OTS by
any bank/ Financial Institution. Detailed illustration of SMA and NPA
classification is specified in Schedule IV.
5.3.2.3. Borrower is not under any caution/defaulter list issued by RBI
5.3.2.4. No person shall be inducted as a director on the Board of the Borrower who has
been identified as willful defaulter by the RBI. In case any such person is found
on the Board of the Borrower, the Borrower shall take expeditious and effective
steps for removal of such Person from the Board
5.3.2.5. that so long as any part of the Loan is outstanding and until full and final
payment of all moneys owing hereunder the Borrower shall not, without the
prior written consent of Lender having been obtained do or omit to do and not
permit any act, matter or thing which would cause any of the representations
and warranties, under this Agreement, to be untrue, inaccurate or misleading
and immediately notify Lender in writing of any such fact or circumstance
which might cause any of the representations and warranties set forth in this
Agreement to be untrue or misleading.
6. EVENTS OF DEFAULT: The following events and occurrences including but not limited to,
shall constitute an Event of Default for purposes of this Agreement:
6.1. Non-payment of Installments: Non-payment of Installment by the Borrower on the
Payment Dates, whether wholly or in part when due or demanded by the Lender
6.2. Material Adverse Effect: If there occurs any event or situation, such as and including but
not limited to any Material Adverse Change as determined by Lender in Borrower’s ’s
business or financial or other condition or operations or prospects, which in Lender’s
opinion is prejudicial to Lender’s interests or is likely to materially affect Borrower’s
financial condition and/or Borrower’s ’s ability to perform all or any of Borrower’s ’s
obligations under this Agreement and to comply with any of the terms of this Agreement.
6.3. Non-creation/jeopardization of Security: Failure to create and perfect the Security, or to
create, maintain or submit any document regarding creation and/or perfection of the
Security, to the satisfaction of the Lender or any act/omission or circumstances of the
Borrower which could, in the sole determination of the Lender, jeopardize, in any way, the
Security or the power of attorney from being exercised solely by the Lender; occurrence of
an event which would in any manner jeopardize the security would also be construed an
Event of Default.
6.4. failure of the Borrower to maintain the Security Cover at any time during the Tenure of
this Agreement and failure to provide additional security to the satisfaction of Lender, in
spite of being called upon to do so by Lender;
6.5. failure to replenish the Security Deposit/Cash Collateral
6.6. If any Security provided under the Loan Documents or any part thereof is sold, disposed
off, charged, encumbered or otherwise alienated in any manner whatsoever, or an action is
taken for any of the aforesaid, without the prior written consent of Lender or any act or
omission which may affect (in the sole opinion of the Lender) the enforceability of the
Security Interest created in favor of the Lender
6.7. Any materially adverse event which may adversely impact the
Security/financial/repayment capacity of the Borrower and any other Person under the
Loan Documents.
6.8. Borrower is/are in breach of, or does not comply with, any term or condition (whether,
financial, performance or otherwise) of any Loan Documents and any such failure is not
cured for a period of 15 Business Day(s) from the date of such failure.
15
6.9. Death of the Borrower or any other Person (such as Security Provider and/or Guarantor)
under the Loan Documents
6.10. bouncing of a cheque/ Installment and/or dishonor of Payment Instrument issued by the
Borrower to the Lenders towards repayment of the Loan;
6.11. All or substantially all of Borrower’s ’s undertaking, assets or properties or its interests
therein are seized, nationalized, expropriated or compulsorily acquired by the authority of
Governmental Authority or there occurs any settlement or compromise or restructuring or
any attempted settlement or compromise or restructuring, in relation to any Loan availed
by the Borrower.
6.12. Attachment : The commencement of any proceedings/ litigation or any other such special
recovery proceedings or commencement of execution proceedings for recovery of any
dues from the Borrower
6.13. Breach of representation or warranty: If there occurs a breach of any representation or
warranty made or deemed to be made by the Borrower in or pursuant to this Agreement.
6.14. Execution under legal process: If the Borrower do or suffer any act or thing or omits to
do or suffers any act or thing whereby or in consequence of which significant of the assets
of the Borrower may be or is likely to be distressed, endangered, attached or taken in
execution under any legal process or by public authority, or the Borrower create any right
title interest or embargo on its assets or in any manner prejudices the exclusive right and
interest of the Lender in the assets as provided herein.
6.15. Liquidation proceedings: Any proceeding is initiated, order is made, resolution passed or
other action taken (or any other process, which in the opinion of the Lender, is analogous
thereto is initiated) for the suspension of payment or dissolution, termination of existence,
liquidation, winding-up or bankruptcy of the Borrower under this Agreement
6.16. Litigation: Any pending or threatened litigation, investigation or proceeding that may
have a material impact on the Borrower’s business, condition (financial or otherwise),
operations, performance, properties or prospects of the Borrower or the Security or that
purports to affect the Agreement or the transactions contemplated thereby.
6.17. Borrower passes a resolution for voluntary winding up/insolvency proceedings or suffers a
petition for winding up/insolvency to be presented against it or if receiver be appointed
upon Borrower’s assets and properties under the Applicable Laws.
6.18. If at any time the said proceeds of the Loan are used for any purpose other than that of the
Purpose or are used for an illegal or unlawful purpose.
6.19. If any ordinance/legislation has been promulgated/legislated either by the competent
authority which in the opinion of the Lender may affect Borrower's business.
6.20. Breach of any of conditions of the Sanction Letter
6.21. The Borrower takes any action or any legal action or proceedings are started or other steps
taken for the Borrower to be adjudicated or found insolvent or bankrupt.
6.22. The Borrower abandons or threatens to abandon the Purpose or ceases to carry on its
business
6.23. This Agreement or the other Loan Documents becomes invalid, illegal or unenforceable;
or is repudiated by the Parties to it (save, the Lender) or ceases to be in full force and
effect.
6.24. If any information given by the Borrower in the reports and other documents and
information furnished by them from time to time in accordance with the provisions of this
Agreement and other Loan Documents, the reporting system or the representations made
or warranties given/ deemed to have been given by the Borrower to the Lender is found to
be misleading or incorrect.
6.25. Any expropriation, attachment, sequestration, distress or execution affects any asset or
assets of the Borrower having a value equivalent to 51% (Fifty One Percent) % of the
total value of assets, if the Lender in its absolute discretion deems that the Borrower is
capable of discharge the obligations under this Agreement and the same is not discharged
within a reasonable time frame as determined by the Lender
16
6.26. The Borrower or any other Person (other than the Lender) under the Loan Documents
repudiates or disallows or takes any action or evidences to repudiate or disallow or take
any action to challenge the validity or enforceability of any Loan Documents.
6.27. Any change in Applicable Law which may in the sole opinion of Lender impact the
Borrower’s ability to fulfill the obligations under this Agreement.
6.28. Other Events of Default: In the opinion of the Lender any other default, which adversely
affects the fulfilment of obligations by the Borrower under this Agreement and inability of
the Borrower to cure any failure within a period of 15 (fifteen) Business Days after the
date on which Lender in writing notifies such failure to Borrower as an Event of Default as
the case may be.
6.29. Consequences of occurrence of Event of Default: Upon the occurrence of an Event of
Default under Clause, the Lender or any agent of the Lender authorized in this behalf shall
serve a notice to the Borrower to remedy such Event of Default, where the same is
remediable, and if the Borrower fails to remedy the Event of Default within a period of 15
days from the date of such notice, the Lender shall have the right to initiate one or all of
the actions as specified below:
6.29.1. Acceleration:
6.29.1.1. Lender, may by a notice in writing to the Borrower, declare the entire
amounts payable under this Agreement, including Installment (due and
payable) payable under this Agreement (“Amount Due”) as
accelerated, and payable forthwith and demand repayment of the Loan
in full together will all interest and charges payable thereto.
6.29.1.2. On receipt of any such notice, the Borrower shall immediately repay all
Amounts Due as demanded by Lender pursuant to this Clause in
entirety (or part thereof, if specified in such notice). The Borrower
hereby waives any right it may have to further notice, presentment,
demand or protest in respect of any demand for immediate payment
from the Lender
6.29.2. Enforcement of Security Interest
6.29.2.1. The Lender shall be at liberty to enforce the Security Interest created
herein or any other Loan being availed by Borrower or any other
Person under the Loan Documents.
6.29.2.2. Upon the occurrence of Event of Default and during its continuance,
the Lender or its nominees may, without further authority and without
prejudice to its other rights under any Applicable Law and under or
pursuant to this Agreement and without any further notice, sell, assign
and transfer any or all of the Security, at the cost of the Borrower, and
may apply the net proceeds of any such sale or disposition towards the
payment of the outstanding amount payable by the Borrower in
accordance with the Agreement.
6.29.2.3. The Lender, shall be entitled to exercise the above power of sale,
assign or transfer in such manner and at such time or times and for such
consideration (whether payable immediately or if permitted by
Applicable Law, by installments) as it shall think fit (whether by
private sale or otherwise). Such sale, assignment or transfer may be
carried out /subject to any conditions which the Lender may think fit to
impose, to any Person (including any Person connected with the
Borrower or the Lender) and at any price which the Lender in its
absolute discretion, consider to be the best obtainable in the
circumstances.
6.29.2.4. The Borrower shall not have any claim against the Lender and/or its
nominees in respect of any loss arising out of any sale, assignment or
transfer pursuant enforcement of Security Interest herein or any
postponement thereof howsoever caused and whether or not a better
price could or might have been obtained upon the sale, assignment,
17
transfer or disposition of the whole or any part of the Security by

deferring or advancing the date of such sale or otherwise howsoever.
6.29.2.5. If the net sum realized by the sale, assignment or transfer or by
transferring the Security in its own name under herein is insufficient to
cover the entire outstanding Loan Amount of the Borrower, the
Borrower agrees to pay to the Lender forthwith at the Lender's demand
such amount as will make up the shortfall.
6.29.2.6. The realization by sale, assignment or transfer shall first be used for
repayment of all the dues of the Lender under this Agreement or under
any other agreement and secondly for repayment of the dues of the
affiliates of the Lender and balance if shall be paid to the Borrower or
the persons entitled to the said proceeds.
6.29.3. The Lender shall, without prejudice to any of its specific rights under any other
agreements with the Borrower, at its sole discretion, be at liberty to apply any
other money, amounts, securities and other property of the Borrower (whether
singly or jointly with another or others) in possession of the Lender or any of its
subsidiary/ affiliate/ associate company in or towards payment of the Amount
Dues under Loan granted under the Loan Documents.
6.29.4. The Lender shall be entitled at the sole risk and cost of the Borrower to engage
one or more person(s) to collect the Borrower’s dues and shall further be entitled
to share such information, facts and figures pertaining to the Borrower as the
Lender deems fit. The Lender may also delegate to such person(s) the right and
authority to perform and execute all such acts, deeds, matters and things
connected herewith, or incidental thereto, as the Lender may deem fit. The
Borrower recognizes, accepts and consents to such delegation.
6.29.5. In case of default committed by the Borrower, the Lender may also publish the
information about the Borrower and its default with the Lender in the public
domain including through social media.
6.29.6. The Lender shall have an option to nominate director on the board of directors of
the Borrower to protect the interest of the Lender and normal fees and expenses
of such director shall be defrayed solely by the Borrower. The Borrower agrees
and acknowledges that such director shall not be required to hold qualification
shares and shall not be liable to retirement until all the entire outstanding
amounts under this Agreement are paid by the Borrower to the satisfaction of the
Lender.
6.29.7. The Lender shall have the right to disclose any information regarding the
Borrower (s) (if any) and any information and documents that they might possess
from time to time and the Borrower give its consent for disclosing such
information to:
6.29.7.1. any of its branches or with other banks, financial institutions, Credit
Information Bureau of India Limited, credit reference or rating
agencies/bureaus or other individuals/entities either in response to their
credit inquiries directed to the Lender or in the event of the Borrower
not complying with any terms and conditions herein or otherwise.
6.29.7.2. Disclosing the name of the Borrower in defaulter to any agency in
terms of the regulation/directions issued by RBI or to credit
information bureaus or any other statutory authority in case default by
the Borrower under this Agreement
6.29.7.3. The Reserve Bank of India and/or any other statutory authority or
official of the Government of India or that of any other state.
7. VALIDITY OF THE AGREEMENT

7.1. This Agreement is binding on the Parties hereto on and from the Execution Date of this
Agreement and shall be in force and effect till all the monies due and payable under this
Agreement are fully paid by the Borrower.
18
7.2. Unless otherwise agreed between the Parties, this Agreement shall terminate on the date
when all the obligations of the Borrower are irrevocably and unconditionally paid or in the
manner set out in the Agreement. in which case the Lender may, notwithstanding anything
contained elsewhere in this Agreement, at its sole discretion terminate the Agreement.
8. GOVERNING LAW AND DISPUTE RESOLUTION

8.1. This Agreement shall be governed by and construed and enforced in accordance with the
laws of India, without regard to its principles of conflict of laws, the Parties agree to submit
to the exclusive jurisdiction of the courts in Mumbai, alone.
9. MISCELLANEOUS
9.1. Continuing Obligations: The liabilities and obligations of the Borrower under or pursuant to
this Loan Agreement shall remain in force and effect notwithstanding any act, omission, and
event or circumstance whatsoever until the Loan has been repaid in full as per the Loan
Documents.
9.2. Arbitration: Any disputes, differences, controversies and questions directly or indirectly
arising at any time hereafter between the Parties or their respective representatives or
assigns, arising out of or in connection with this Agreement (or the subject matter of this
Agreement), including, without limitation, any question regarding its existence, validity,
interpretation, construction, performance, enforcement, rights and liabilities of the Parties, or
termination (“Dispute”), shall be referred to a sole arbitrator duly appointed by the Lender.
The language of the arbitration shall be English. The seat of the arbitration shall be at
Mumbai and the language of proceedings shall be English. The award rendered shall be in
writing and shall set out the reasons for the arbitrator’s decision. The costs and expenses of
the arbitration shall be borne equally by each Party, with each Party paying for its own fees
and costs including attorney fees, except as may be determined by the arbitration tribunal.
Any award by the arbitration tribunal shall be final and binding.
9.3. Notices: Except as may be otherwise provided herein, all notices, requests, waivers and other
communications made pursuant to this Agreement shall be in writing and signed//authorized
by or on behalf of the Party giving it. Such notice shall be served by sending it delivering by
hand, mail or courier to the address of the Borrower mentioned in the Schedule I to this
Agreement or through electronic mode (such as e-mail, SMS, WhatsApp or any other
electronic mode). Any notice so served shall be deemed to have been duly given (a) in case
of delivery by hand, when hand delivered to the other Party; or (b) when sent by post, where
5 Business Day(s) have elapsed after deposit in the post; or (c) when delivered by courier on
the second Business Day after deposit with an overnight delivery service, postage prepaid,
with next Business Day delivery guaranteed, provided that the sending Party receives a
confirmation of delivery from the delivery service provider. d) if by electronic mode, when
directed to an electronic mode address (such as e-mail, SMS, Whatsapp) provided by the
Borrower. Any notice or communication to the Borrower shall be deemed to be a notice or
communication to all the Borrower(s). A Party may change or supplement the addresses
mentioned in the schedule 1, or designate additional address, for the purpose of this clause by
giving the other Party written notice of the new address in the manner set forth above.
9.4. Cross Default, General Lien and Set-off:
9.4.1. General Lien & Set Off:
9.4.1.1. Without prejudice to and in addition to any other right or remedy which the
Lender may have under the Loan Documents or under the law of contract or
any other Applicable Law, the Lender shall have the lien over any
asset/security and/or any or all amounts received by it under other agreements
with the Borrower, its “associate company”, “relative”, “holding company”,
“subsidiary company” and/or where the Borrower exercises “control”. The
Lender shall be entitled to exercise its lien over the assets/security and/or any
or all amount received by it’s under other agreement as mentioned above to set
off and recover any or all amounts payable by the Borrower under the Loan
Documents.
19
9.4.1.2. The Borrower hereby expressly acknowledges and affirms the Lender’s lien
and right of set off as enunciated in clause 9.4.1 above.
9.4.2. Cross Default & Cross Collateralization: The Borrower hereby agrees and affirms
that on the occurrence of the Event of Default as specified in Clause 6, it shall be treated
as a default or an event of default under all the other agreement (“Other Agreement)
existing or executed in future, between the Borrower, its “associate company”,
“relative”, “holding company”, “subsidiary company” and/or where the Borrower
exercises “control” and the Lender and/or its “associated company”/”holding
company”/”subsidiary company”. In such an event, the Security under this Agreement
secures the obligations now or hereafter outstanding under all Other Agreements as
mentioned above and the Security Interest created under any Other Agreements with
Lender or any of its affiliate or group companies secures the obligations under this
Agreement.
9.4.3. For the purpose of clause 9.4 “associate company”, “relative”, “holding company”,
“subsidiary company” and “control” shall have the same meaning as contained in the
Companies Act 2013.
9.5. Successors and Assigns: This Agreement binds and benefits the respective successors and
assignees of the Parties and, in respect of the individuals who are parties, their respective
heirs, executors, administrators and legal representatives.
9.6. No Assignment: The Borrower shall not have any right to assign this Agreement and/or any
right or obligation hereunder or part hereof. The Lender may
assign/securitize/transfer/novate its rights under this Agreement and notify the Borrower
accordingly of such an assignment/securitization.
9.7. Entire Agreement: This Agreement shall supersede and override all previous
communications, negotiations, commitments, agreements whether oral or written between
the Parties with respect to the subject matter of this Agreement.
9.8. Severability: Each and every obligation under this Agreement shall be treated as a separate
obligation and shall be severally enforceable as such. To the extent that if any provision of
this Agreement, is invalid or unenforceable or prohibited by law, it shall be treated for all
purposes as severed from this Agreement and ineffective to the extent of such invalidity or
unenforceability, without affecting in any way the remaining provisions hereof, which shall
continue to be valid and binding.
9.9. Amendment: This Agreement shall not be altered, modified or amended except in writing
duly signed by all the Parties to this Agreement.
9.10. Counterparts: This Agreement may be entered into in any number of counterparts, all of
which taken together shall constitute one and the same instrument. The Parties may enter
into this Agreement by signing any such counterpart.
9.11. Covenants reasonable: The Parties agree that, having regard to all the circumstances, the
covenants contained herein are reasonable and necessary for the protection of the Parties. If
any such covenant is held to be void as going beyond what is reasonable in all the
circumstances, but would be valid if amended as to scope or duration or both, the amended
covenant will apply with such minimum modifications regarding its scope and duration as
may be necessary to make it valid and effective.
9.12. Costs and Charges
9.12.1. The Borrower shall, during the term of this Agreement, pay or cause to be paid, all
imposts, costs, duties, Taxes, statutory levies and other charges, at actual, as may be
levied or imposed from time to time by any statutory authorities, pertaining to or in
connection with the payment of any and all amounts due under this Agreement.
9.12.2. Where the Borrower is entitled in law to pay the said sums directly and such
payment absolves Lender from Lender’s obligation to pay the same, the Borrower
agrees that the Borrower shall pay the same and deliver to Lender all the official tax
receipts or certificates evidencing payment (or certified copies of them) of the
monies referred to in sub-section (a) above within 30(thirty) Business Days of the
date of payment thereof.
20
9.12.3. The Borrower shall pay all costs, charges and expenses incurred by the Lender in
any way, including advocate’s and external consultant’s fees, travelling and other
allowances of its officers, expenses incurred by Lender after an Event of Default
has occurred, in connection with collection or recovery of Amounts Due and or
other rights/remedies arising out of this Agreement.
IN WITNESS WHEREOF the Parties have caused this Agreement to be executed and
acknowledged by their respective authorized officials or representatives hereunto duly authorized, as
hereinafter appearing on the day, month and year written herein below.
For Mangal Credit and Fincorp. Ltd.
Auth. Signatory
Date: ___________________
Witness 1 Witness 2
Signature____________________ Signature _____________________
Name _______________________ Name________________________
Address _____________________ Address_______________________
____________________________ _________________________
SCHEDULE I: DETAILS OF BORROWER(s) & GUARANTOR(s)

Date of Execution
Place of Execution Kolkata
Name & Address of Borrower(s)-
Borrower 1
Name Achiievers Finance India Pvt Ltd (AFIPL)
Status or Type of Entity Private Limited Company
Date of Birth/Incorporation 27-11-1996
PAN AAACI6565M
Correspondence Address 32/A, Diamond Harbour Road, Sakherbazar, Kolkata-700 008
Permanent Address 32/A, Diamond Harbour Road, Sakherbazar, Kolkata-700 008
E-mail & Contact no. [email protected],9230570124

Corporate Guarantor 1
Name R. N Advisory Services Private Limited
21
PAN AADCR6620B
E-mail & Contact no. [email protected] , 9230570124
Corporate Guarantor 2
Name Achiievers Equities Limited
PAN AAHCA9995L
E-mail & Contact no. [email protected] , 9230570124
Personal Guarantor 1
Name Suman Chakrbarty
Status or Type of Entity Individual
Date of Birth/Incorporation 24th Oct 1976
PAN ADIPC9682R
Correspondence Address Flat 3B, Block E,Ideal Regency,46 Diamond Harbour
Road,Thakurpukur,Kolkata 700063
Permanent Address Flat 3B, Block E,Ideal Regency,46 Diamond Harbour
Road,Thakurpukur,Kolkata 700063
E-mail & Contact no. [email protected] 9230570124
Personal Guarantor 2
Name Sumana Roy
Status or Type of Entity Individual
Date of Birth/Incorporation 05th Feb 1974
PAN AKVPR8592F
Correspondence Address Swapna Apartment,28 Narayan Roy Road,Silpara, Kolkata
700008
Permanent Address Swapna Apartment,28 Narayan Roy Road,Silpara, Kolkata
700008
E-mail & Contact no. [email protected] 9831196061
22
SCHEDULE II:
REPAYMENT AND OTHER TERMS OF THE LOAN
1. Product Type NBFC Funding for Onlending
2. Purpose For onward lending to its customers by the Borrower in accordance
with the Portfolio Origination Criteria
3. Nature of the Loan Term Loan

4. Loan Amount (INR) Rs. 75,00,000/- (Rupees Seventy Five Lakhs Only)
5. Processing Fee (Non 1.25% of Loan Amount + GST
Refundable)
6. Interest Rate (%) 17.00% (Seventeen Percent) Per Annum (Excluding Applicable Taxes, Duties etc.)
7. Tenure (In Months) 15 (Fifteen) months
8. Instalment Amount Rs. 5,58,525/- (Rupees Five Lakhs Fifty Eight Thousand Five Hundred
and Twenty Five Only.)*
*Instalment amount may vary due to broken period interest.

9. Instalment Frequency Monthly
* Repayment Schedule to be shared separately at the time of
disbursement
10. Instalment Cycle Date 5th of every month
11. Security  110% (One hundred ten per cent) of the facility amount.
Security Cover shall be met only with assets that do not
have any principal, interest, additional interest, fee, or any
other expected payments overdue more than 30 days.
 Cash Collateral of 5% of Sanction Amount.
12. Security Cover 110% of the outstanding Loan Amount

13. Portfolio Origination Loans constituting the Portfolio must be originated based on the
Criteria following process:
 Loans for Gold Loans only
 Loans constituting the Portfolio must be in the form of loans
given to individuals.
 Loans constituting the Portfolio must be loans directly
originated by the Borrower and not loans purchased from a
third party
 Principal and interest repayments of all loans to be serviced
monthly by the beneficiaries
 Borrower must ensure Credit checks (through CIBIL and/or
High Mark and/or Equifax Credit Bureau or equivalent) for
all individual loans originated as applicable.
Borrower must ensure storage of all physical files covering loans
extended to the beneficiaries at its office (own or rented) premises
in fireproof cabinets during the tenure of this facility
 30 (thirty) days from the date of first Disbursement. A
certificate from a practicing Chartered Accountant to be
furnished within 15 days from the close of the Portfolio
Origination Period mentioning the amount and other
details of the Portfolio originated by the Lender
according to the Portfolio Origination Criteria and covered
23
by the hypothecation charge in favour of the Lender.

Further, the Borrower shalI submit information in a similar
format on a quarterly basis not later than 15 days from of
the quarter disbursement, in favour of the Lender and a
certificate evidencing the same shall be provided to the
Lender
 The Borrower shall send the pool details of the Portfolio
originated within the Portfolio Origination Period
 The Borrower agrees that the Lender may conduct
Discretionary Audits on the Borrower on a quarterly basis
or at such other frequency as the Lender may, from time to
time, decide in its sole discretion. Such Discretionary Audits
shall cover inter alia, collection standards, management,
governance, internal systems, origination and credit
appraisal standards, documentation and processes, data
integrity and customer protection. Costs in respect of such
Discretionary Audits including but not limited to out of
pocket expenses incurred by the Lender shall be borne by
the Borrower in this regard.
 The Borrower shall adhere to statutory compliances
14. Prepayment Charges Any prepayment will attract penalty of 6% (Six per cent) of the
amount prepaid and the receipts will be first adjusted towards
any fees, penalties, overdues, or interest due on that date.
Prepayment of loan amount is not allowed in loan tenure.
15. Default Interest/Penal On failure to pay any amount payable under this Sanction Letter
Interest / Penalty in and/or the Facility Agreement on the Due Date, a default
case any covenants are interest of four percent (4% p.a.) per annum (exclusive of
breached applicable taxes) on the Unpaid Sum, over and above the ROl, shall
be payable by the Borrower from the date of default till the date of
cure of such default.
In the event of commitment of any breach of its obligations
contained in the Negative Covenants and Events of default
mentioned in the Sanction letter and Facility Agreement a
default interest of four percent (4%) per annum (exclusive of
applicable taxes) on the entire outstanding facility amount over
and above the Rol, shall be payable by the Borrower from the
date of default till the date of cure of such default. All charges shall
be net of any form of applicable statutory charges and taxes that
shall be levied herein.
16. Other Charges As per Schedule III

24
SCHEDULE III
FEES AND CHARGES
Schedule of charges - NBFC/MFI
Type of Fees Applicable Charges*
FROM DISBURSEMENT
Documentation Charges As per Actual
Stamp Duty Charges As per applicable law
DURING THE TERM OF LOAN
Cheque/NACH Bounce charges Rs. 750 per instance/presentation
Within Mumbai - Rs 1,000/- (per visit)
Collection Visit Charges
Outside Mumbai- Rs 10,000/- (per visit)
Repayment mandate change charges/
Rs 500/- per request
Repayment Instrument swap charges
Document / Statement Charges (Statement of
Account/ Amortization schedule/Repayment
Statement/Foreclosure Letter/No Dues Rs. 200/- per document
Certificate/Interest Certificate/List of
documents/ Balance confirmation certificate)
Duplicate copy of loan agreement/Documents Rs 500/- per request
*The fee and charges mentioned in the Schedule are exclusive of GST. The above schedule of charges
are subject to change and will be at the sole discretion of Mangal Credit and Finance Limited.
(MCFL), and any change in charges, would be uploaded on the website or intimated to customer via
letter/email.
The Borrower(s)/Co-Borrower(s)/Guarantor shall bear all the expenses in relation to execution of the
facility documents, legal counsel, monitoring agent expenses, travel expenses, any out-of-pocket
expenses (including but not limited to any kind of collection or recovery expenses) , financial, legal
and technical due diligence
Customer Communication
During the loan sanctioning process the customer is clearly informed and explained about all the
applicable charges and other terms pertaining to the loan facility, also the customer signs a loan
agreement and Sanction letter/Most important document which contains the complete terms and
conditions and the applicable interest charges/ fees etc pertaining to the loan facility.
Post disbursal of the loan, a welcome letter, a copy of the Loan agreement executed and amortization
schedule is sent to the customers for their ready reference and records.
25
SCHEDULE IV
EXAMPLE OF SMA AND NPA CLASSIFICATION
The Following shall be:
i) subject to the applicable guidelines/ regulations of the RBI/Authority; and
ii) without prejudice to the Lender’s rights and remedies in accordance with the Agreement and Transaction
Documents and/or law:
1. If the due dates of an instalment of the Loan Facility is March 31, 2022 and full dues which are due on that date
(whatever interest, principal or any other applicable charges, as the case may be) are not received by the Lender
from the Applicant before the lender runs the day end process for this date, the date of overdue shall be March
31, 2022 (“Overdue Date”). For convenience, such amount is being referred to as “Overdue Amount”.
2. If the whole of the Overdue Amount (together with the whole of the Additional Interest and the compound
interest and any other applicable charges, till payment) is not cleared by the day-end process of the Lender on
April 30, 2022 (i.e., on completion of 30 days from the Overdue Date), then subject to the then applicable
regulations/guidelines of the RBI/Authority, the whole of the Loan Facility) shall be classified and/or reported as
SMA-1 upon running the day-end process of the Lender on April 30, 2022. Accordingly, in such case, the date
of SMA-1 classification for the account shall be April 30, 2022. Till the day-end process of the Lender on April
29, 2022 such account will be treated as SMA-0. Similarly, if the whole of the Overdue Amount (together with
whole of the Additional Interest and the compound interest, till payment) is not cleared by the day-end process
of the Lender on May 30, 2022 (i.e. 60 days from the Overdue Date), then subject to the then applicable
regulations/guidelines of the RBI/Authority, the whole of the Loan Facility shall be classified and/or reported as
SMA-2 upon running of the day-end process of the Lender on May 30, 2022.
3. Similarly, if the whole of the Overdue Amount (together with whole of the Additional Interest and the
compound interest, till payment) is not cleared by day-end process of the Lender on June 29, 2022 (i.e., 90 days
from the Overdue date), then subject to the then applicable regulations/guidelines of the RBI/Authority, the
whole of the Loan Facility shall be classified and/or reported as Non-Performing Asset (“NPA”) upon running
of the day-end process of the Lender on June 29, 2022.

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1

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations,

1. DEFINITIONS AND INTERPRETATIONS

2.1.2. All Disbursements under this Agreement shall:

2.2. Utilization of Loan proceeds

2.3. Pre-Disbursement Conditions

2.4. Post Disbursement Undertakings: The Borrower undertake that:

3. SECURITY AND REPRESENTATIONS AND WARRANTIES IN RELATION TO THE

4. REPRESENTATIONS, WARRANTIES AND INDEMNITIES OF THE BORROWER

5.3.2. The Borrower further undertakes that:

transfer or disposition of the whole or any part of the Security by

7. VALIDITY OF THE AGREEMENT

8. GOVERNING LAW AND DISPUTE RESOLUTION

For Mangal Credit and Fincorp. Ltd.

Name _______________________ Name________________________

Address _____________________ Address_______________________

SCHEDULE I: DETAILS OF BORROWER(s) & GUARANTOR(s)

Permanent Address 32/A, Diamond Harbour Road, Sakherbazar, Kolkata-700 008

E-mail & Contact no. [email protected],9230570124

3. Nature of the Loan Term Loan

*Instalment amount may vary due to broken period interest.

 Cash Collateral of 5% of Sanction Amount.

12. Security Cover 110% of the outstanding Loan Amount

by the hypothecation charge in favour of the Lender.

16. Other Charges As per Schedule III

The Following shall be:

i) subject to the applicable guidelines/ regulations of the RBI/Authority; and

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