Financing and Indebtedness-Twilight

Project Flower Financing and Indebtedness
DSK Legal 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.
Facility Cash Credit Total Fund Based Letter of Credit Total Non Fund Based Total Limit (Rs. in crores) 15.00 15.00 10.00 10.00 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.
Facility Fund Based the facility) Sublimit Total (name of Limit (Rs. in crores) 23.00 6.00 23.00
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.
Preliminary and tentative Draft for discussion purposes only
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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.
Existing (Rs. in million) 81.50 81.50 40.00 40.00 121.50 Enhancement (Rs. in million) Total (Rs. in million) 81.50 81.50 50.00 50.00 131.50
Facility Fund Based Facilities Cash Credit/Working capital demand Loan Total Fund Based Facilities (A) Non Fund Based Facilities Letter of credit/bank Guarantees Total Non Fund Based facilities (B) Total facilities (A+B)
NIL NIL 10.00 10.00 10.00
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.
Facility Cash Credit Existing 37.50 Margin 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.
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The Company has availed of the following credit facilities from Central Bank.
Facility Fund Based Cash Credit Working Capital Demand Loan Total FB WC limits Non Fund based Inland/ Foreign Letter of Credit (DP/DAusance 120 days) Bank Guarantee Total NFB limits Total 8.75 (19.75) 0.25 (0.25) 9.00 (20.00) 44.00 8.75 (25.00) 0.25 (0.25) 9.00 (25.25) 54.00 10% 10% 7.00 (28.00) 28.00 (112.00) 35.00 (140.00) 9.00 (35.40) 36.00 (141.60) 45.00 (177.00) 25% 25% Existing (Rs. In crore) Revised (Rs. in crore) Margin
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.
Facility Cash Credit Existing NIL Proposed 22.50 Margin 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.
Existing (Rs. in crore) 15.00 NIL Revised (Rs. in crore) NIL 15.00
Facility Fund Based Term Loan Corporate Loan
Margin
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Facility WCFBL: Cash Credit-Stock/EPC-180days Cash Credit- Book debts/ FPB-90 days Non Fund based Letter of credit I/F-90 days Total
Existing (Rs. in crore)
Revised (Rs. in crore) 10.00 5.00
Margin Stock and book Debts 25%
15.00
10.00 40.00
15%
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)
Facility Limit (Existing) (INR in Million) 90 Enhanced / Fresh Limits/ Reduction (INR in Million) +100
Description of the Facility
Total Limits (INR in Million) 190
Margin
Revolving Working Capital line
25% margin on Book Debts and Inventory.
Fund Based (I) Short Term Loan (INR/USD) (Sublimit of Fund Based Limits) Pre Shipment (Packing Credit)/Post Shipment Credit (Sublimit of Fund Based Limits) Non Fund Based (II) Inland Letter of Credit) Adhock Short Term Loan
(90) (90) (90)
(+100) (+100) (-90)
(190) (190) NIL
90 (90) (20)
(-90) (-90) (-20)
NIL NIL NIL
IX. ICICI BANK LIMITED
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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.
Facility Fund Based Limits Cash Credit Total 176.0 176.0 450.0 450.0 Current Sanction (Rs. in million) New Sanction (Rs. in million)
Comments There are discrepancies in the amounts in the Consortium documents and the sanction letter.
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Appendix - 1 Significant terms and conditions of loan documentation Sr. No .
Lender 1 Union Bank . (theBank )
Document and Date Sanction Letter bearing No. IFB:ADV:VMK:SA:867 dated August 18, 2010.
Key Terms, Security and Covenants 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 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 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 crores shall be released by the Bank subject to:
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Sr. No .
Lender
Document and Date
Key Terms, Security and Covenants
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 Borachem Industries. guarantee of
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 the terms of sanction will attract penal interest of 1% per annum, subject to a maximum of 2% per annum.
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Sr. No .
Lender
Document and Date
Key Terms, Security and Covenants 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 (theBank )
Sanction Letter No POONAC/CR/201011/305 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 companys 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)
Interest Base rate+5% for the Fund Based and normal charges for the Non Fund Based.
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Sr. No .
Lender
Document and Date
Key Terms, Security and Covenants 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 on happening of any contingency which shall affect the Companys 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.
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Sr. No .
Lender
Document and Date
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 (theBank )
Sanction letter No. CFS:Pune:TLPL:2010/547 dated August 4, 2010
Tenor 12 months
Security 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 (immovable and moveable, present and future) of the Company situated at Plot Nos. 39, 40 Sector II, Vasai Co- Opt Industrial Estate,
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Sr. No .
Lender
Document and Date
Key Terms, Security and Covenants S. No. 42/1, Goraipara, Vasai (East) on pari passu with working capital lenders in the consortium. 2nd charge on the fixed assets (immovable and moveable, present 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 submitted with the Bank. The Company shall not without the permission of the Bank: Effect any capital structure. change in its
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
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Sr. No .
Lender
Document and Date
Key Terms, Security and Covenants 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, 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 (theBank )
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.
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Sr. No .
Lender
Document and Date
Key Terms, Security and Covenants 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 plant and Vadgaon plant for WCFBL and NFBL. Creation/extension of charges completed within 3 months. to be
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
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Sr. No .
Lender
Document and Date
Key Terms, Security and Covenants 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 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 Companys entire banking business should be routed through the Bank/members of the consortium proportionate to the sharing of the working capital facilities. The Company shall not without the prior permission in writing of the Bank:
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Sr. No .
Lender
Document and Date
effect any adverse changes in the Companys 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. 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.
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Sr. No .
Lender
Document and Date
Key Terms, Security and Covenants 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. The Company shall not without the 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 (theBank )
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
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Sr. No .
Lender
Document and Date
Key Terms, Security and Covenants be extended to the Bank. Interest To be mutually agreed at the time of drawdown.
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)
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Arrow Textiles Limited Financing and Indebtedness
Appendix 2 (1) Security Trustee Agreement (the Agreement ) Name of the Parties Date of the Agreement Security Trustee Loan Amount Purpose Twilight Litaka Pharma Limited (The Company ) and Consortium Members and Central Bank of India (Security Trustee ) July 29, 2009 Central Bank of India Rs. 160 crores 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. 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. 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.
Security
Terms and Conditions
The Security Trustee undertakes and confirms that it shall not revoke the trusts create in favour of the secured lenders until all
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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. 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.
Transfer and Assignment
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. 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.
Termination
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 Date of the Agreement Twilight Litaka Pharma Limited (The Company ) and Consortium Members and Central Bank of India (Security Trustee ) July 29, 2009
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Loan Amount Purpose
Rs. 160 crores 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. The secured lenders shall share with each other any information it receives regarding: the financial condition or business of the Company; the Companys 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-
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through right of set off, lien or counterclaim; or from realization (whether through attachment or otherwise) of security interest; or foreclosure,
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 )

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Name of the Parties Date of Execution Purpose
Twilight Litaka Pharma Limited (the Company / Mortgagor ) and Central Bank of India (the Security Trustee ) July 30, 2009 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) 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. 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.
Security
The Company shall give to the Security Trustee unfettered access to the mortgaged properties at all times. Provision for Redemption
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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 lenders instructions, without
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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 Dated Date of Execution Purpose Twilight Litaka Pharma Limited (the Company ) and the Consortium Members and Central Bank of India (the Security Trustee ) March 17, 2010 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. 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.
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(6) Supplemental Mortgage Deed (Agreement ) Name of the Parties Date of execution Purpose Twilight Litaka Pharma Limited (the Company ) and the Central Bank of India (the Security Trustee ). May 18, 2010 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. 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 Twilight Litaka Pharma Limited (the Company ) and the Central Bank of India (the Security Trustee ) and the Consortium Members and DBS Bank Limited (the Acceding Lender ). September 29, 2009 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. 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.
Date of Execution Purpose
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(8) Directors Declaration (Declaration )
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Name of the Director Date of execution Purpose Terms and Conditions
Gopal Ramourti July 29, 2009 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, DistrictPune. 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. Directors 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
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following banks:
Amount Secured (Rs in crores) 28.35 13.15 27.81 09.00 08.00 86.31
Name of the Bank Central Bank of India HDFC Bank Limited ICICI Bank Limited Barclays Bank PLC Standard Chartered Bank Total
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 forName of the bank Amount secured (in Crores) 27.85 12.15 40.00
Central bank of India HDFC Bank Limited Total
On second pari passu charge basis for:

Name of the bank Amount secured (in Crores) 22.50
ICICI Bank Limited
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:
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Name of the Bank Central Bank of India HDFC Bank Limited Barclays Bank PLC Standard Chartered Bank Total
Amount Secured (Rs in crores) 28.35 13.15 09.00 08.00 58.50

Name of the Bank Amount Secured (in Crores) 27.81
ICICI Bank Limited
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:
Name of the Bank Amount Secured (in Crores) 30.85 25.00 13.15 19.00 23.00 111.00
Central bank of India Axis Bank Limited HDFC Bank Limited Barclays Bank PLC Standard Chartered Bank Limited Total

Name of the Bank Amount Secured (in Crores) 49.00
ICICI Bank Limited
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