,, '' [i I DEBENTURE TRUST DEED
Oflk:e of The Supdt of SbillfU Gutam Statl:l, Gandhi11ag111 ~ under Section 32 of tbil (i!.... 1111 ~ Act- 1958 tim... ~~ -~ g~ P!Jll l)of ;z o \ 1- DBa ~\o"' \~"\?- ~ ~- BCH ~- ;ZCJ~ J~~ ai0 ~17_ i THIS DEBENTURE TRUST DEED (hereinafter referr to JJ "Deed" and/or "Indenture") is made at Bharuch, on th is 3' day ~ of Rfilllf, 2017: BY AND BETWEEN A. Reliance Commercial Finance Limited (formerly Reliance Gilts (CI N:U6601 OMH2000PLC128301 ), a Limited), Company incorporated under the provisions of erstwhile Companies Act, 1956 and now governed by the Companies Act, 2013 (1 of 1956) and having its Registered Office at Reliance Centre, 6 1 h Floor, South Wing, Off Western Express Highway, Santacruz (East), Mumbai 400 055 (hereinafter referred to as the "Company"/ "Issuer", which expression shall, unless repugnant to the subject or context thereof, be deemed to mean and include its successors in office and permitted assigns) of the ONE PART;. ~ i "' 1:1 In ;; ~l! ~ - " ~. I I ~ ~! ~ "'... ~ "'"' ~ Ill ' w u::> "" - "" c::::> ' _., " "' 'j' = N c:> rn Ill 7 'GJ ~ "', ~J ' c: t.. ~- o; l> N N::o =.~ ~ :p. _, 9 --1 ' z c: 'ii z t1j p p z G) ;A ;>;) ~ en > :X: > ~ ill 0 (,~ 0~ Q'O 00 c 0 --! < ~ ii, ag- :: _q!; IV i!i ;:' -"' ".. ni 7604 5330417
AND ~~i~12 c ~{]I \12/' 2 / \i \\ ~.. J ~ _),c~~--~ I \L _!!Q_17~ ] \_,...;-::::::::..-.-~~ B. Vistra ITCL (India) Limited (formerly IL&FS Trust Company Limited) having its Corporate Identity Number (CIN): U66020MH1995PLC095507, a company incorporated under the Companies Act, 1956 (1 of 1956), having its registered office at IL&FS Financial Centre, Plot C-22, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051, (hereinafter referred to as the "Trustee" or (which expression shall, unless excluded by or repugnant to the context or meaning thereof, include its successors, or its assigns) SECOND PART. cif the.y~ Debenture Trustee has been appointed by the Company in accordance with the requirements of the Companies Act, 2013, SEBI (Issue and Listing of Debt Securities) Regulations, 2008, RBI guidelines and SEBI (Debenture Trustees) ~G~. -1,~r~... ::\R,::_:z ;:, J',p ~ "'""' \.ci. ~ \,"'P\ o'~.. egulations, 1993.?\.. )"~"~1!! ~ I. ~J,'{cl> ~~ ~ q h' / ' fj ~~.._~~~~ ~Vfl H E REA 5:-.. sr' (1) As on March 31, 2017, the authorised, issued, subscribed and paid-up share capital of the Company was as follows: 2
Share Capital Authorized Share Capital Amount (Rs. In Crore) 20,00,00,000 Equity Shares of Rs 10 each 200.0000 40,00,00,000 0% p.a. Non-Convertible Redeemable Preference Shares of Rs. 10 each 400.0000 TOTAL 600.0000 Issued, Subscribed and Fully Paid-up Share Capital 12,28,25,700 Equity Shares of Rs 10 each 122.8257 40,00,00,000 0% p.a. Non-Convertible Redeemable Preference Shares of Rs. 10 each 400.0000 TOTAL 522.8257 (2) The Company focuses and concentrates on extending financial assistance to customers mainly at competitive terms coupled with efficient delivery outlets and channels. The Company undertakes and arranges all types of business relating to financing of consumers, individuals, industry or corporate, for all kinds of vehicles, machinery, plants, two-wheelers, tractors and other farm equipment, consumer durables, equipment, renewable. energy equipment I infrastructure, construction equipment, office equipment, their spares and components, including used I refurbished products. The Company is also engaged in all forms of securitisation for purchase of the book debts and receivables of companies and to lend or give credit against the same. 3
.-.---~-- '- - - - -- ----- --------- --------------------------~ The Company offers a wide range of products which include Small and Medium Enterprises (SME) loans, Loans Against Property (LAP), Infrastructure financing, Agriculture loans and Supply Chain. financing, Micro financing, Vehicle loans and Construction finance. (3) The Company is, seized and possessed of or otherwise well and sufficiently entitled to all and singular the pieces or parcels of freehold land, hereditaments and premises situated, lying and being at Bharuch,. District Bharuch in the State of Gujarat and more particularly described in the First Schedule hereunder written (hereinafter referred to as the "Gujarat Immovable Properties"/"the said Properties"); (4)(a) With a view to raise resources to meet the ongoing funding requirements for the Company's business activities, for general corporate purposes and refinancing of the existing debt obligations of the Company, (hereinafter collectively referred to as "the Object of Issue"). Accordingly, the subscribers shall subscribe to Rated, Listed, Secured Redeemable, Non-Convertible Debentures ("NCDs") of the aggregate nominal value of Rs.. 2, 000 Crore (Rupees Two Thousand Crore Only) in terms of the respective Private Placement Offer Document I Information Memorandum, to be issued from time to time (the respective Private Placement Offer Document I Information 4
----------------------------. -_--- Memorandum are hereinafter collectively referred to as "the Shelf Disclosure Document"). The limits aforesaid for the Debentures issued pursuant to this Debenture Trust Deed I Information Memorandum(s) I Private Placement Offer Document issued by the Company in various tranches will always be considered on an outstanding basis. (5) The Company has pursuant to :- (a) The Resolution passed by the Board of Directors of the Company, ("Board") at their Meeting held on March 9, 2017, has granted authority to Board for raising funds from time to time by issuing Secured, Redeemable, Non-Convertible Debentures (NCDs) up to an outstanding amount of Rs.15,000 Crore at any point of time including Mark.et Linked Debentures (MLDs) upto an outstanding amount of Rs.1,000 Crore (Rupees One Thousand Crore only) at any point of time, on Private Placement basis, on the terms and conditions to be mutually agreed upon with the respective subscribers; Approval of its shareholders in terms of the resolution(s) passed under Section 180(1)(c) of the Act at their Extra-Ordinary General Meeting on March 10, 2017; and (c) Approval of its shareholders in terms of special resolution passed under the provisions of Sections 42 and 71 of the Act at their Extra-Ordinary General Meeting held on March 10, 2017; 5
----------------------------~.. shall issue and allot the aforesaid Debentures to the subscriber as per the details annexed in the Annexure hereto. (6) The Trustee is registered as debenture trustee under the Securities Exchange Board of India (Debenture Trustee) Regulations, 1993. The Company has requested the Trustee to act as trustee for the holder(s) of the Debentures and the Trustee has agreed for the same upon terms and conditions more particularly laid out hereinafter; t'- (7) One of the terms of the issue of the Debentures is that the repayment of the Debentures is at face value on maturity together with interest thereon, remuneration of the Trustee and all fees, costs, charges, expenses, fees payable to the Trustees and other monies payable by the Company in respect of the Debentures will be, inter-alia, secured by:- (a) a first charge and mortgage over the Company's, Gujarat Immovable Property more particularly described in the First Schedule hereunder written; and (b) a first pari passu charge on all present and future book debts, business receivables, current assets, investments and all other assets of the Company more specifically described in Second Schedule hereto. 6 ----~-- :
(8) In terms of the issue of the Debentures, the Company and the Trustee have agreed in-principle to create :- (a) a first charge and mortgage on the Gujarat Immovable Property; and (b) a first pari passu charge on all present and future book debts, business receivables, current assets, investments and all other assets of the Company. (9) The Company shall at all times maintain a minimum security cover as mentioned in the Financial Covenants and Conditions more specifically described in Third Schedule;,~o/G 0). The provisions of the Urban Land (Ceiling and Regulation) Act, 1976 1 ;i~~;;{'i> ULCRA) (since repealed) are not applicable to the Gujarat Immovable,;,<i{~:\ "'?.,. operty of the Company; ~- \?lo :.~:!~>~'.) @ } "f1 J... / :,).- /'.,' 'f.hf:j --~t- ~-~~.-:~ he Company and the Debenture Trustee have agreed that the Debentures shall be secured by way of a first charge and mortgage under a registered Debenture Trust Deed, being these presents and the Debentures shall be constituted and issued hereunder. 7
(12) In accordance with the requirements of the Companies Act, 2013 and Rules made thereunder, the Company undertakes to pay the interest and principal amount of the Debentures to the Debenture holder(s) as and when it becomes due, as per the terms of the Information Memorandum I Private Placement Offer Document and these presents. (13) The Company hereby declares that the Company shall comply with the provisions of the Foreign Account Tax Compliance Act ("FATCA") and the Company hereby undertakes on its behalf, to ensure the compliance of the provisions of the FATCA at all times during the currency of this transaction I deed. The Company agrees to provide the respective authorities with any documentation or information requested relating to self or beneficiary or related tax entity to the extent required by the Debenture Trustee for meeting its compliances. Further, the Company indemnifies the Debenture Trustee for any penal consequence arising due to non-compliance of the aforesaid provision by the Company. 8
FORM NO. SH-12 DEBENTURE TRUST DEED [Pursuant to Sub-Section (13) of Section 71 of Companies Act, 2013 and Rule 11 of Companies (Share Capital and Debentures) Rules, 2014] The table below sets out the disclosure requirements as provided in SH-12 and the relevant pages in this Debenture Trust Deed where these disclosures, to the extent applicable, have been provided... Sr.Noc Particulars Page No... 1. DESCRIPTION OF DEBENTURE ISSUE ~ t:.g, ~~;i:,, 1,. "-' \ y,, 'l ( a. Purpose of raising finance through the debenture issue. 4 b. Details of debenture issue as regards amount, tenure~ 109 interes!lcoupon rate, periodicity of payment, mode of payment and period of redemption. c. An undertaking by the Company to pay the interest and principal 16 amount of such debentures to the Debenture holders as and when it becomes due, as per the terms of offer. d. The terms of conversion/redemption of the debentures in terms of 16 the issue to the debenture holders, options available, and debt equity ratio and debt service coverage ratio, if applicable. 2. DETAILS OF CHARGE CREATED (in case of secured debentures): a. Nature of charge created and examination of title; 7 b. Rank of charge created viz. first, second, pari passu, residual, etc 87 c. Minimum security cover required; 89 d. Complete details of the asset(s) on which charge is created such as 85 ~.., description, nature, title, location, value, basis of valuation etc. Methods and mode of preservation of assets charged as security for 54 the debentures; ;>J,\'fl' Other particulars of the charge, e.g., time period of charge, rate of 109 '':::,..! 0 ~ ' 'TI in teres~ name of the charge holder; ~ '~ Provision for subsequent valuation 54 Procedure for allowing inspection of charged assets and book of 54 ~ accounts by debenture trustee or any person or person authorized by it i. Charging of future assets 85 j. Time limit within which the future security for the issue of debentures 109 v 9
.............. Sr.No. Particulars Page No.. shall be created.. k. Circumstances specifying when the security may be disposed of or 63 leased out with the approval of trustees I. Enforceability of securities, events under which security becomes 23 enforceable m. Obligation of company not to create further charge or encumbrance 24 of the trust property without prior approval of the trustee 3. PARTICULARS OF THE APPOINTMENT OF DEBENTURE TRUSTEE(S): a. The conditions and procedure for the appointment of the debenture 19 trustee b. Procedure for resignation by trustee including appointment of new 78 trustees c. Provision that the debenture trustee shall not relinquish his office 78 until another debenture trustee has been appointed d. Procedure to remove debenture trustee by debenture holders 97 providing for removal on a resolution passed by the holders of not less than three fourth in value of debentures e. Fees or commission or other legal travelling and other expenses 79 payable to the trustee(s) for their services f. Rights of the trustee including the right to inspect the registers of the 54 company and to take copies and extract thereof and the right to 63 appoint a nominee director g. Duties of the trustee 73 ~ 4. EVENTS OF DEFAULTS 26 Ec;; ra.~, OBLIGATIONS OF COMPANY 50 ')) ~l11'\ MISCELLANEOUS \. \- ~~~ The conditions under which the provisions of the trust deed or the 81 :c,\ ) : I o terms and conditions of the debentures may be modified / I ~.,, The mode of service of notices and other documents on the 82 ' / ~~~ company, the trustee and the holders of the debentures /'if The company to be responsible for paying any stamp duty on the 71. ~-~ trust deed or the debentures (if applicable) d. Provisions regarding meetings of the debenture holders 97 e. Provisions for redressal of grievances of debenture holders 78 v 10
1. DEFINITIONS: In these presents, unless there is anything in the subject or context inconsistent therewith, the expressions listed below shall have the following meanings:- (i) "Amounts Outstanding" shall mean at any time the aggregate amount due and payable by the Company in respect of the Debentures, whether in respect of the principal amounts of Debentures, interest, further interest, liquidated damages, commitment charges, premium, remuneration payable to the Debenture Trustee, costs charges and expenses for creation, preservation and realization of the Security, including legal fees and all other monies, amounts whatsoever. (ii) "Companies Act" means the Companies Act, 2013 and amendments thereto read with its rules made thereunder. "' (iii) "Debentures/ NCDs" mean the Debentures aggregating to an outstanding amount of Rs.2,000 Crore (Two Thousand Crore Only) to be issued by the Company in terms of the respective Information Memorandum I Private Placement Offer Document and under these 'N;;) :'{ ;::... ::?'u;.. presents be issued in Demat Form by following procedure laid-down. ~(~'\ ~' et out in the Part- "B" of the Fourth Schedule hereunder written and. at a future date if the Company is required to issue the Debentures Form the same will be issued in the form or substantially ' '<?' / the form set out in Part- "A" of the Fourth Schedule together with the j' benefit of the Financial Covenants and Conditions endorsed ~:tx.~ :!!~ r Physical thereon/attached thereto or the amount thereof for the time being 11 \b.
outstanding or as the case may be, a specific number thereof issued in terms of the respective Information Memorandum I Private Placement Offer Document; (iv) (a) "Debenture holders" or "Holders of Debentures" means the Subscriber and/or the several persons who are, for the time being and from time to time, holders of the Debentures in Physical Form and who are entered in the Register of Debenture holders; and (b) "Beneficial Owner(s)" or "Beneficial Owner(s) of Debentures means the Subscriber and /or the several persons who will be the Beneficial Owner(s) of the Debentures in Electronic (Dematerialised) Form I Demat Form and whose names will be listed in the List of Beneficial Owner(s) by the National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL) as the case may be. (v) "Debenture Certificate" means a certificate issued by the Company to the Debenture holder(s) in the form set out in Fourth Schedule hereunder written; "Information Memorandum I Shelf Disclosure Document I Private Placement Offer Document" means the Information Memorandum I Shelf Disclosure Document I Private Placement Offer Document to be issued by the Company to prospective investors, setting out the principal terms under which the Debentures to be issued and any offer document, including respective Information Memorandum I 12
Private Placement Offer Document relating to the various series of the Debentures; (vii) "Event of Default" means an Event of Default as set out in Clause 11 of this Deed ; (viii) "Financial Covenants and Conditions" means covenants and conditions on the part of the Company to be observed and performed in respect of the Debentures as set out in the Third Schedule hereunder written and as the same may, from time to time, be modified in accordance with these presents; (ix) (x) "Indenture" or "Deed" means this Debenture Trust Deed; "Mortgaged Properties" means (a) the Gujarat Immovable Property as detailed in First Schedule hereunder written (b) all present and future book debts, business receivables, current assets, investments and all other assets of the Company as detailed in Second Schedule hereunder written; (xi) '-".,o.,-, ;::_ -...,-..._ "Majority Beneficial Owner(s)/Debenture Holder(s) means the Beneficial Owner(s)/Debenture Holder(s) of an amount representing not less than three-fourth in value of the nominal amount of the.. ::. Gl.s'i:: Debentures, for the time being of the Amounts Outstanding, either ~$?\?,.) ividually or collectively; \':") 0 ~",:J.,.1,,ll " nimum Security Cover" means the security cover as mentioned /~ /..,_. the Financial Covenants and Conditions as set out in the Third, ';.--<c.,". t>s'- 0 Schedule; 13 ~
(xiii) "Meeting of the Beneficial Owner(s)/Debenture-holder(s)" means a meeting of the Beneficial Owner(s)/Debenture holder(s) duly called, convened and held in accordance with the provisions set out in the Fifth Schedule hereunder written; (xiv) "Mortgaged Premises" means the Mortgaged Properties as described in First Schedule. (xv) "Person" means an individual, corporation, partnership, firm, limited liability partnership, joint venture entity, incorporated or unincorporated body or association, company, body corporate, government entities or subdivision thereof; (xvi) "Power of Sale" has the meaning specified in Clause 12 hereof; (xvii) "Receiver" has the meaning specified in Clause 26 hereof; (xviii) "Record Date" means the record date for all payments i.e. the date as may be fixed from time to time for each series of debentures prior to the interest/principal payment due date or as may be permitted by the Securities and Exchange Board of India from time to time.. (xix) "Redemption Date(s)" shall mean the date(s) specified in the. ~., ts l' Financial Covenants and Conditions on which the nominal amount of,. -~>~;, the Debentures or any of the Debentures is to be paid by the. "s '1) '.\'~\)?.""' company to. the Beneficial Owner(s)/Debenture holder(s) as the ; /'I "" case may be, (XJS)} "Repay" shall include "Redeem" and vice-versa, and repaid,,p' repayable, repayment, redeemed, redeemable and redemption shall be construed accordingly. 14
~ (xxi) "Transaction Documents" means the Debenture Trustee Agreement, the Debenture Trust Deed, the Information Memorandum, the Term Sheet and such other documents as may be specified by the Parties as the Transaction Documents; (xxii) "Transfer of Property Act" means the Transfer of Property Act, 1882 as amended from time to time. Words and expressions defined in the Financial Covenants and Conditions shall, where used in these presents, have the same meaning, save where such meaning would render the same inconsistent with the definitions in this Clause. Words denoting singular number only shall include plural number and vice-versa. Words denoting one gender only shall include the other genders. All References in these presents to any provision of any statute shall be deemed also to refer to the statute, modification or re-enactment thereof or any statutory rule, order or regulation made thereunder or under such reenactment. All references in these presents to Clauses, Sub-clauses, paragraphs, sub-. "- Gti( raph and Schedules shall be construed as references respectively to -,. ~ ~ 1 ses, Sub-clauses, paragraph and sub-paragraph and Schedules of..,,. \ -;n tl-l~-s'~... ) ~)., sents:. ~II /r;~~ nces to the consent or discretion or agreement or satisfaction or waiy~f or any action of the Debenture Trustee in this Deed and the _:,:f' Transaction Documents shall mean the Debenture Trustee acting on the prior written instructions of the Majority Debenture Holders. 15 ~
The Schedules shall form an integral part hereof and all provisions contained in the Schedules hereunder written shall have effect in the manner as if they were specifically set forth herein. The Clause headings used herein are for ease of reference only and shall not limit or restrict the meaning or interpretation of the provisions hereof. 2. AMOUNT OF DEBENTURES AND COVENANT TO PAY PRINCIPAL AND INTEREST: (i) The Debentures constituted and issued in terms of this Debenture Trust Deed are Rated, Listed, Secured, Redeemable and Non Convertible. The Debentures constitutes and to be issued in terms of this Debenture Trust Deed are of the aggregate nominal value of Rs.2,000 crore (Rupees Two Thousand Crore Only} to be issued and allotted as per the terms of the respective Information Memorandum I Private Placement Offer-Document and Annexure hereto. (ii) The Company covenants with the Trustee that the Company shall pay to the Beneficial Owner(s)/Debenture holder(s) as the case may be the principal amount of the Debentures, on the Redemption Date(s) :,'(<. mentioned in the Financial Covenants and Conditions., Y,, ~ 1\ ~.~ \ ~fii) * he Company covenants with the Trustee that the Company shall also / i'fh pay interest on the Debentures at the prescribed fixed rate of interest ' ' r! :2:{ as per the details set out in the Annexure hereto and in accordance with the provisions set out in the Financial Covenants and Conditions. 16
(iv) In case of default in the redemption of Debentures, payment of interest and all other monies payable hereunder on the respective due dates, the Company shall.also pay interest on the defaulted amounts. Arrears of liquidated damages shall carry interest at the aforesaid rate on the Debentures. (v) Interest and all other charges shall accrue from day to day and shall be computed on Actual basis. (vi)..'&)'. "».1> -~;~J.P Pursuant to the SEBI circular bearing number CIR/IMD/DF/18/2013 dated October 29, 2013 and SEBI Circular No. CIR/IMD/DF- 1/122/2016 dated November 11, 2016, if the due date in respect of redemption of the NCDs, liquidated damages, fees and all other monies payable under these presents falls on a day other than a Business Day, then such amounts as due and payable on such day, would be paid on the previous Business Day (which shall be a day when the money market is functioning in Mumbai) without any interest for the period outstanding. In case the interest payment date falls on a day other than a Business day then the interest shall be paid on the succeeding Business Day, (which shall be a day when the money marketis functioning in Mumbai) however the future coupon payment dates would be as per the schedule originally stipulated in the Information Memorandum I Private placement offer document ; f so called upon by the Trustee, the Company shall make any of the ::.;1 ~. yments as aforesaid to, or to the order of, or for the account of, the / * /, '~ I. rustee at Mumbai and such payment shall be deemed to be in ::/1 pro-tanto satisfaction of the aforesaid covenant of the Company to make such payments to the Beneficial Owner(s)/ Debenture holder(s) as the case may be. 17
3. DEBT EQUITY RATIO Gross Debt: Equity Ratio of the Issuer: l-befu~e the issue of the Debentures! 5.34:1 * [/\.~-~~_ t~~ _i~s~~- -~f_!~~- _[)ej)~_~t~~~~.._ *As on March 31, 2017. **Based on issuances upto March 31, 2017 and proposed issue under this Debenture Trust Deed............ J _6_ :~1]:1 ~~ -~:-~.-= 4. LISTING AND CREDIT RATING (A) LISTING :- The Debentures to be listed the on the Wholesale Debt Market (WDM) segment of BSE Limited ("Exchange") (BSE). (B) RATING:- As per the terms of the respective Information Memorandum I Private Placement Offer Document and Annexure hereto. 5.1 FORM OF DEBENTURES (i) "_ fg 1 U' The Debentures which may at a future date required to be issued in Physical Form, shall be in the form or substantially in the form set out in e Part- "A" of the Fourth Schedule hereunder written and shall be >or) r.:. ~ orsed/attached with the Financial Covenants and Conditions, "\0- "'9' \ ~- ioned in the Third Schedule hereunder written. I:-" o. f ("~1 "n.... ~I "!ffl?. 1../ Sf' e the Debentures are being issued and allotted in Demat Form, in -~","- ;( that event the Company shall observe and adopt the procedure laid 18
_L., down in the Part - "B" of the Fourth Schedule hereunder written and the Debentures which are issued in Demat Form are also forming part of the Financial Covenants and Conditions, mentioned the Third Schedule hereunder written. (ii) The principal amount of the Debentures, all interest and other monies hereby secured shall, as between the holders of the Debentures, interse, rank pari passu without any preference or priority whatsoever on account of date of issue or allotment or otherwise. (iii) The Financial Covenants and Conditions shall be binding on the Company and the Beneficial Owner{s)/Debenture- holder(s) as the case may be and all persons claiming by, through or under any of them. The Trustee shall be entitled to enforce the obligations of the Company under or pursuant to the Financial Covenants and Conditions as if the same were set out and contained in these presents which shall be read and construed as one document. 5.2 DECLARATION OF TRUST BY THE DEBENTURE TRUSTEE Subject to the terms, conditions and covenants contained in this Trust Deed, Vistra ITCL (India) Limited (formerly known as IL&FS Trust,,~~,.. Company Limited )is hereby appointed as the Debenture Trustee to n act on behalf of the Debenture Holders, pursuant to the trust created i, ;.;., ~ 'l hereunder and under the Transaction Documents and Vistra ITCL : 1~ -~' -'. j QAdia) Limited (formerly IL&FS Trust Company Limited )hereby. _,f-t /.. agrees to act as the Debenture Trustee for the purposes and in accordance with the terms and provisions set forth herein and under the Transaction Documents. 19
'r~.eigh... ~ ~~~C)~~~.\ ~- ---=-...:::::.=:::::::..- The Debenture Trustee hereby declares and confirms that it has, simultaneously with the execution of this Deed, settled and kept apart a sum of Rs.1, 000, being the initial corpus (hereinafter referred to as the "Initial Contribution") of the trust created in terms of this Deed, to have and hold the same together with all additions or accretions thereto including the i~vestments representing the same, subject to the powers, provisions, agreements and declarations herein contained. 6. GRANT AND TRANSFER For the consideration aforesaid and as continuing security for the redemption of the Debentures, payment of all interest, liquidated damages, remuneration of the Trustee and all other fees, costs, charges, expenses and other monies hereby secured or intended to be hereby secured, the Company doth hereby: (A) grant, convey, assure, and transfer unto the Trustee by way of first charge on the property being all and singular, the land more particularly described in the First Schedule hereunder written together with all buildings, erections and construction of every description which now are or shall at any time hereafter during the " Jt~'. ' ontinuance of the security hereby constituted, be erected and ' 'J':... \,;; \ ~i c;; 'l">~ nding or attached to the aforesaid land and premises or any part j /;;f l i reof and all trees, fences,_ hedges, ditches, way sewerage's, drains,. ~,;{.:;_~:J.Jater-courses/ l1bert1es, privileges, easements and appurtenances < ~~ 7 whatsoever to the aforesaid land or any part thereof belonging to or in any way appurtenant or usually held, occupied, enjoyed therewith or reputed to belong, or be appurtenant thereto and all the estate, right, 20 ~-
~- :_:, ;:~ ::. p:..) _i';fi~~) ~ i 1.~"'!"""- ~..., ""' "o<leclt~'- title, interest, property, claim and demand whatsoever of the Company in TO HAVE AND TO HOLD all singular objects also to the use of the Trustee absolutely UPON TRUST and subject to the powers and provisions herein contained and subject also to the provisions for redemption hereinafter mentioned; PROVIDED THAT the Company has not given the possession of the Mortgaged Premises to the Trustee and has also not agreed to give the possession of the Mortgaged Premises to the Trustee. The Company is allowed to hold and enjoy all the rights of the Mortgaged Premises and carry on therein and therewith the business until the security constituted becomes enforceable. (B) assign, assure, charge and transfer unto and in favour of the Trustees on a pari passu basis, all present and future book debts, business receivables, current assets, investments and all other assets of the Company of the Company more specifically described in Second Schedule hereto. is -~., 7~.~-?. VENANT FOR REDEMPTION -\ ::.) \ 0 '.-r\~, Th~cTtl1J!fe shall, after obtaining the prior written consent of the Beneficial 6wner(s)JDebenture holder(s) upon proof being given to the reasonable - -. ' -/' satisfaction of the Trustee that all the Debentures, all interest, liquidated damages and all other monies hereby secured or intended to be hereby secured have been paid or satisfied in accordance with the respective tenor thereof as hereinabove mentioned and upon payment of all costs, charges 21 ~.
and expenses incurred by the Trustee or by any Receiver in r.e flatiorito these presents (including the remuneration of the Trustee and of any Receiver and all interest and liquidated damages in respect thereof) and upon observance and performance of the terms and conditions and covenants herein contained the Trustee shall, at any time thereafter, at the request and cost of the Company release, reconvey, re-assign, re-assure and retransfer to the Company or as the Company may direct or to such other person entitled thereto the Mortgaged Premises or such part thereof as may remain subject to the security hereby created free and discharged from the trusts and security hereby created. 8. ADDITIONAL SECURITY If, at any time during the subsistence of these presents, the security provided by the Company becomes inadequate to cover the principal amount of the Debentures, then, on the Beneficial Owner(s)/Debenture holder(s) and/or the Debenture Trustee advising the Company to that effect, the Company shall provide and furnish to the Beneficial Owner(s)/Debenture holder(s), to the satisfaction of the Beneficial Owner(s)/Debenture holder(s) and/or the Debenture Trustee such additional security as may be acceptable to the Beneficial Owner(s)/ Debenture holder(s) and/or the Debenture Trustee to cover such deficiency. TERMS OF SECURITY Continuing Security The security created by or pursuant to this Indenture is a continuing security and shall remain in full force and effect until the repayment in full of all amounts due in respect of the Debentures. 22
(b) Other Security This Security is in addition and without prejudice to any other security, guarantee, lien, indemnity or other right or remedy which any Beneficial Owner(s) I Debenture holder(s) as the case may be or the Trustee may now or hereafter hold or have in connection with the Debentures or part thereof, and shall neither be merged in, or in any way exclude or prejudice, or be affected by any other security, right of recourse or other right whatsoever (or the invalidity thereof) which the Beneficial Owner(s) I Debenture holder(s) as the case may be or Trustee may now or at any time hereafter hold or have (or would apart from this security hold or have) as regards the Company or any other person in respect of the Debentures. This security may be enforced against the Company without first having recourse to any other rights of the Beneficial Owner(s)l Debenture holder(s) as the case may be or the Trustee. (c) Cumulative Powers The powers which this Indenture confers on the Trustee and any Receiver appointed hereunder are cumulative and without prejudice to their respective general powers under applicable law and may be exercised as often as the Trustee or the Receiver may deem fit and appropriate and the Trustee may, in connection with the exercise of its powers, join or concur with any Person in any transaction, scheme or rrangement whatsoever and the Company acknowledges that the respective powers of the Trustee or the Receiver appointed hereunder shall in no circumstances whatsoever be suspended, waived or otherwise prejudiced by anything other than an express waiver or variation in writing. 23
(d) Avoidance of payments If any amount paid by the Debenture holders in respect of the Debentures is held to be void or set aside on the liquidation or winding up of the Company or othe!wise, then for the purpose of this Indenture such amount shall not be considered to have been paid. (e) No further Encumbrances The Company shall not create any further Encumbrances on the abovementioned mortgage premises except without the prior approval of the Debenture Trustee. In the event of such request by the Company, the Debenture Trustee shall provide its approval for creation of further charges provided that the Company provides a certificate from a chartered accountant stating that after creation of such further charges, the required Security cover is maintained. 10. POWER OF TRUSTEE TO CONCUR WITH THE COMPANY IN DEALING WITH MORTGAGED PREMISES At any time before the security constituted hereunder becomes,,,,_ enforceable, the Trustee may, at the cost and request of the ' '? ompany, and after obtaining the prior written consent of Beneficial,\ 1p 2 ner(s)/ Debenture holder(s) as the case may be, do or concur with Company in doing all or any of the things which the Company..,_ ight have done in respect of the Mortgaged Premises and. '( :J'0:f?' particularly but not by way of limitation, the following:.<'"/ (a) sell, call in, collect, convert, lease, exchange, surrender, develop, retransfer, release, abandon deal with or exercise any 24
right in respect of all or any of the Mortgaged Premises upon such terms and for such consideration as the Trustee deems fit; (b) acquire any new lease or grant or otherwise, purchase or obtain any properties, upon such terms and for such consideration as the Trustee deems fit; (c) renew any existing lease of the Mortgaged Premises for such term, at such rent and subject to such covenants and conditions as the Trustee deems fit; (d) assent to any modification of any contracts or arrangements which may be subsisting in relation to the Mortgaged Premises; (e) place any Mortgaged Premises in the name of and under the control of the Trustee or any nominee of the Trustee if deemed expedient with a view to the realisation or otherwise thereof; (f) institute, defend, enforce any suit or proceeding and settle, adjust, refer to arbitration, compromise and arrange all accounts, disputes, reckonings, questions, claims or demands whatsoever in relation to any or all of the Mortgaged Premises; / / / (h) apply the net proceeds from any sale, calling in, conversion or other dealing with the Mortgaged Premises in developing, improving, protecting or preserving the Mortgaged Premises or any part thereof; set out, appropriate or grant, without consideration, any land forming part of the Mortgaged Premises for the purposes of 25
roads, canals, water courses, gardens or other public purposes, as the Trustee may determine; (i) enter into, make, execute and do all acts, deeds, matters, things and assurances, from time to time, in relation to the Mortgaged Premises as the Trustee may approve and in such manner and on such terms as the Trustee may determine in the interest of the Beneficial Owner(s)/ Debenture holder(s) as the case may be; Provided that all property of any description and all net monies arising from or receivable upon any such dealing as aforesaid and remaining after payment therefrom of the costs and expenses of and incidental to such dealing shall be and become part of the Mortgaged Premises and shall be vested in, paid to and specifically charged in favour of the Trustee in such manner as the Trustee shall require. 11. EVENTS OF DEFAULT AND REMEDIES (A) Upon the occurrence of any of the events specified in Sub-Clause (B) below (each, an "Event of Default"), the Trustee may, and shall, upon request in writing of the Majority Debentures holders/beneficial Owners declare the principal amount of the Debentures, all interest and all other monies to be due and payable forthwith and the security -". created hereunder shall become enforceable, and the Trustee shall 'fl \ ~ '.ave the following rights namely:- o I --.., ) Subject to Section 69 of the Transfer of Property Act, to sell, assign or otherwise liquidate or direct the Company to sell, assign or otherwise liquidate any or all of the Mortgaged Premises, in such manner, at such time, at such place or 26
lr~----!,;' r'.-.-.'1. a-.~~. ~"'~'71,, -);1 l.tr-~-j" -~,<-"' L' ii tl 2017 places and on such terms as the Trustee may, in compliance with the requirements of law, determine in its absolute discretion and to take possession of the proceeds of any such sale or liquidation; (b) to take possession of the Mortgaged Premises or any part thereof, by directing the Company in writing to deliver the same to the Trustee at any place or places designated by the Trustee, in which event the Company shall, at its own expense: (i) forthwith cause the same to be moved and delivered to the place or places so designated by the Trustee; (ii) keep any Mortgaged Premises to be delivered to the Trustee (to the extent not physically delivered to the Trustee) at such place or places pending further action by the Trustee as provided in these presents; and (iii) while such Mortgaged Premises shall be so kept, provide such guards and maintenance services as shall be necessary to protect the same;?' It being understood that the Company's obligation to move, keep or otherwise deliver the Mortgaged Premises is the essence of these '$" Q~ esents and that the Trustee shall be entitled to request and be?e. ible to obtain a decree requiring specific performance by the p,i mpany of its aforesaid obligation; J,-.._ f 'y) ;I' (c) 1 /'to retain all cash proceeds received or receivable by the Company in respect of the Mortgaged Premises and to use such funds, in whole or part, towards repayment of the Company's obligations to the Beneficial 27 ~-
Owner(s)/Debenture holder(s) and/or the Trustee presents. Linder these (B) The occurrence of any one of the following events shall constitute an Event of Default by the Company: (i) (ii) (iii) (iv) Default is committed in payment of the principal amount of the Debentures on the Due Date(s); Two consecutive defaults in the payment of any interest which ought to have been paid in accordance with the terms of the issue; Default is committed in the performance or observance of any covenant, condition or provision contained in these presents and/or the Financial Covenants and Conditions (other than the obligation to pay principal and interest) and, except where the Debenture holders/beneficial Owners/ Debenture Trustee certify that such default is in its opinion incapable of remedy (in which case no notice shall be required), such default continues for thirty days after written notice has been given thereof by the Trustee to the Company requiring the same to be remedied; Any indebtedness of the Company for borrowed monies, that is, indebtedness for and in respect of monies borrowed or raised (whether or not for cash consideration) by whatever means (including acceptance, credits, deposits and leasing) becomes due prior to its stated maturity by reason of default of the terms thereof or any such indebtedness is not paid at its stated maturity; 28
(v) (vi) (viii) (ix) (x) Any information given by the Company to the Beneficial Owner(s)IDebenture holder(s) or the Trustee and the warranties given or deemed to have been given by it to the Beneficial Owner(s)IDebenture holder(s) or the Trustee is misleading or incorrect in any material respect; If there is reasonable apprehension that the Company is unable to pay its debts or proceedings for taking it into liquidation, whether voluntarily or compulsorily, may be or have been commenced or any resolution for voluntary winding-up is passed or any petition for winding-up is admitted by a competent Court; If the. Mortgaged Premises have not been kept insured or depreciate in value to such an extent that in the opinion of the Debenture holders I Beneficial Owners further security should be given and on advising the Company to the effect such security has not been given to the satisfaction of the Debenture holders I Beneficial Owners; If without the prior written approval of the Trustee, the Mortgaged Premises or any part thereof are sold, disposed off, charged, encumbered or alienated or any of the buildings, structures, plant and machinery forming part of this security are removed, pulled down or demolished; The Company has voluntarily or involuntarily become the subject of proceedings under any bankruptcy or insolvency law or the Company is voluntarily or involuntarily dissolved: The Company is unable to or has admitted in writing its inability to pay its debts as and when the same are due or it is certified by an accountant appointed by the Trustee that the Company's liabilities exceed its assets; ay 29 ~,.
2017 ~ -~'--"' I -.~ -.-:-'l (xi) (xii) (xiii) (xiv) (xv) (xvi) The Company shall inform trustee in regards to reorganisation of its capital; An encumbrancer, receiver or liquidator takes possession of the Mortgaged Premises or any part thereof, or has been appointed or allowed to be appointed of all or any part of the undertaking of the Company and such appointment is, in the opinion of the Trustee, prejudicial to the security hereby created; If an attachment or distraint has been levied on the Mortgaged Premises or any part thereof or certificate proceedings have been taken or commenced for recovery of any dues from the Company; If any extra-ordinary circumstances have occurred which make it improbable for the Company to fulfill its obligations under these presents and/or the Debentures; The Company ceases or threatens to cease to carry on its business or gives notice of its intention to do so; If the Company is unable to pay its debts within the meaning of section 434 of the Companies Act or if the Company is carrying on business at a loss and it appears to the Trustee that continuation of its business will endanger the security hereby created; If in the opinion of the Trustee, the Security of the Beneficial Owner(s) I Debenture holder(s) is in jeopardy; When an order has been made by the Tribunal or a special resolution has been passed by the members of the company for winding up of the company; 30 ~-
) (xix) When any breach of the terms of the prospectus inviting the subscriptions of debentures or of the covenants of this deed is committed; (xx) Except for the charges created by the Company as set forth in the First and Second Schedule or to be created as by these presents; if the Company creates any mortgage, charge, lien or other encumbrance over or assigns or transfers or attempts to assign or transfer any of the Mortgaged Premises, without the prior consent in writing of the Trustee; (xxi) If the Company enters into amalgamation, reorganisation or reconstruction without informing the Trustee about the same; (xxii) If the alteration to the Memorandum and Articles of Association of the Company affects the interest of the Beneficial Owner(s)/Debenture holder(s). If any Event of Default or any event which, after the notice, or lapse of ").: ~ time, or both, would constitute an Event of Default has happened, the \ 0. ompany shall, forthwith give notice thereof to the Trustee in writing,, pecifying the nature of such Event of Default or of such event. t "T1 At any time after the Debentures become repayable and have not been repaid, the Trustee may upon instructions of the Majority Debenture Holders and without further notice institute such proceedings against the Company as they may think fit to enforce repayment thereof together with accrued interest and all other monies payable in respect thereof but they shall not be bound to take any such proceedings or take ariy actions with respect to enforcement of the Mortgaged Premises unless:- v 31
~\S/~1',', ~: ~. 'lt",g. ~~i. (a) The Debenture Trustee is so requested in writing by Majority Beneficial Owner(s) I Debenture Holder(s); (b) Sufficient monies are advanced by the Beneficial Owner(s)/ Debenture Holder(s) to the Debenture Trustee upfront for enforcement of their rights and security; and (c) The Debenture Trustee is indemnified to their satisfaction by the Debenture holders/beneficial Owner(s). (E) Notwithstanding the above clause, all costs, charges and expenses that may be incurred by the Debenture Trustee in connection with the creation, enforcement, preservation, realisation of the Mortgaged Premises with interest thereon from the time of the same having been so incurred and that until such repayment shall be payable by the Company and be a charge upon the Mortgaged Premises hereby granted, assigned, transferred and assured or expressed so to be. (F) In case the Security hereby created shall become enforceable, the Company shall forthwith upon demand by the Debenture Trustee do all things necessary to enable the Debenture Trustee to realize the Mortgaged Premises. TRUST OF THE MORTGAGED PREMISES The Mortgaged Premises shall be and remain security to the Trustee for the due repayment of the principal amount of the Debentures and payment of all interest, liquidated damages, remuneration of the Trustee, all fees, costs, charges, expenses and all other monies payable under the Debentures and these presents and the Trustee shall permit the Company, until the happening of any Event of Default upon the happening of which the security hereby constituted shall 32
'.,';\!., ~ J;~~;~~L. ~,~ become enforceable, to hold and enjoy the Mortgaged Premises and to carry on therein and therewith the business authorised by the Memorandum of Association of the Company and upon the happening of any such event, the Trustee may, and shall, upon request in writing of the holders of Debentures as the case may be, enter upon or take possession of and/or receive the rents, profits and income of the Mortgaged Premises or any of them or any part thereof and subject to the rights conferred on the Trustee by Clause 10 hereof may, at its discretion and shall, upon request of the Beneficial Owner(s)/ Debenture holder(s) as the case may be as mentioned above, subject to the provisions of Section 69 of the Transfer of Property Act, without any further consent of the Company, sell, call in, collect and convert or concur with any other person in the sale, calling in, collection and conversion into monies of the Mortgaged Premises or any part thereof with full power to sell any of the Mortgaged Premises either by public auction or private contract and either for a lump sum or a sum payable by installments or for a sum on account and a mortgage or charge for the balance and with full power upon every such sale to make any special or other stipulations as to title or evidence or commencement. of title or as to the removal of any property which may be sold \~ separately or otherwise as the Trustee shall think proper and with full ) ~ ower to buy in or rescind or vary any contract for sale of the ' '--~~Mortgaged Premises or any part thereof and to re-sell the same >ll without being responsible for any loss or diminution which may be./. ' occasioned thereby and with full power to compromise and effect compositions and for the purposes aforesaid or any of them to execute and do all such acts, assurances and things as it shall think fit and with power also to give effectual receipts and discharges for the purchase money, and the aforesaid shall be deemed to be a power to 33
sell the Mortgaged Premises without the intervention of the Courl: within the meaning of Section 69 of the Transfer of Property Act, PROVIDED ALWAYS that before making any such entry or taking possession as aforesaid the Trustee shall give written notice of its intention to the Company BUT the Trustee shall not be bound to give any such notice in any case where it shall certify, either before or after entry, that in its opinion further delay would imperil the interests of the Beneficial Owner(s)/ Debenture holder(s) as the case may be, or in any case where an order or resolution for the winding up of the Company shall have been made or passed; PROVIDED FURTHER THAT before making any sale, calling in, collection or conversion under the aforesaid power in that behalf (hereinafter referred to as the "Power of Sale") (i) default shall have been made by the Company in payment of any instalment of principal or any part thereof on the Due Date thereof and for a period of three months after notice in writing requiring such payment has been given to the Company; or.,. (ii) interest amounting to at least Rs.500/- (Rupees five hundred only) shall be in arrears and remain unpaid for three calendar months after becoming due; he Trustee shall not exercise the Power of Sale if in the case of such ower arising by reason of any default in payment of any monies due in respect of the principal or interest, the Company shall provide to the Trustee the payment of monies so in arrears within three months next after the notice has been given or if in the case of such power arising by reason of any provisions as herein stated the Company shall, within 34