Sample Business Contracts

Loan Agreement - Wipro Finance Ltd. and the Industrial Credit and Investment Corp. of India Ltd.

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                                 LOAN AGREEMENT

         THIS AGREEMENT made this 28th day of September One Thousand Nine
Hundred and Ninety Five between WIPRO FINANCE LIMITED, a company within the
meaning of the Companies Act, 1956 (1 of 1956) and having its Registered Office
at Bakhtawar, 229, Nariman Point, Bombay - 400 021 (hereinafter referred to as
the "Borrower", which expression shall, unless it be repugnant to the subject or
context thereof, include its successors and assigns);


public company incorporated under the Indian Companies Act, 1913 (7 of 1913) and
having its Registered Office at 163, Backbay Reclamation, Bombay - 400 020 and a
Zonal Office at 'Raheja Towers', East Wing, II Floor, 26-27, M.G. Road,
Bangalore - 560 001 (hereinafter referred to as "the Lender", which expression
shall, unless it be repugnant to the subject or context thereof, include its
successors and assigns);

                                     : 2 :

                                    ARTICLE I

                         DEFINITIONS; GENERAL CONDITIONS


1.1   The following terms shall have the following meanings :-

(a)   'General Conditions' means the GENERAL CONDITIONS No. GC-I-86 APPLICABLE

(b)   'Project' means the project to be financed as described in Schedule I

(c)   'Financing Plan' means the financing plan as described in Schedule II

(d)   'ICICI Advance Rate' means the percentage rate per annum decided by ICICI
      from time to time as applicable for Rupee Loans to Prime borrowers plus
      applicable interest tax or other statutory levy, as notified by ICICI from
      time to time.

(e)   'Business Day' means the day on which the Zonal/Branch Office of ICICI, as
      described in this Agreement, or such other office as may be notified by
      the Lender to the Borrower is open for business.


      The Loan hereby agreed to be granted by the Lender shall be subject to the
      Borrower complying with the terms and conditions set out herein and also
      in the General Conditions, a copy of which is annexed hereto. The General
      Conditions shall be deemed to form part of this Agreement and shall be
      read as if they are specifically incorporated herein.

      Provided, however, that the General Conditions shall in their application
      to this Agreement stand modified as under:

a)   The words "commitment charge" wherever they appear stand deleted.

b)   "Section 4.16 - PLACE AND MODE OF PAYMENT BY THE BORROWER" be substituted
      by the following :-


      THEREFOR -

          All monies payable by the Borrower to the Lender shall be paid to the
      Lender at their office at Bombay or at such other place(s) as may be
      specified by them by telegraphic, telex or mail transfer to the account of
      such office(s) or by cheque or bank draft in favour of the respective
      Lenders on a scheduled bank at Bombay or such other place(s) or to such
      other account(s) as the Lenders may notify to the Borrower and shall be so
      paid as to enable the respective Lenders to realise, at par, the amount on
      or before the relative due date.

                                     : 3 :

      Credit for all payments by local cheque/bank draft will be given on the
      Lenders' immediately next working day after the date of receipt of the
      instrument or the relative due date, whichever, is later.

      Credit for all payments by outstation cheque/bank draft will be given only
      on realisation or on the relative due date, whichever, is later."

c)    Sub clause (v) of Section 7.4 - `Nominee Director' be substituted by the
           following :-

      (v)    The Nominee Director(s) shall be entitled to receive all notices,
             agenda, minutes of Board Meetings, etc. and to attend all General
             Meetings and Board Meetings and meetings of any Committees of the
             Board of which he is a member."

d)    "Section - 14.2 EVIDENCE OF DEBT" be substituted by the following : -

      "Section - 14.2 EVIDENCE OF DEBT"

a)    The Lender shall maintain, in accordance with its usual practice, accounts
      evidencing the amounts from time to time lent by and owing to it under the
      Loan Agreement and the security documents executed in favour of the

b)    In any legal action or proceedings arising out of or in connection with
      the Loan Agreement, the entries made in the accounts maintained pursuant
      to sub-clause (a) above shall be prima-facie evidence of the existence and
      amount of obligations of the Borrower as therein recorded".

e)    Sub-Clause (i) of Section 4.3 of Article IV 'INTEREST' be substituted by
      the following :-

      "All interest on the Loans and on all other monies accruing due under the
      Loan Agreement shall, in case the same be not paid on the respective due
      dates, carry interest/further interest at the maximum lending rate of the
      Lenders on Rupee Loan(s) as prevailing from time to time or at the
      applicable rate under the Loan Agreement, whichever, is higher. Such
      interest will be computed from the respective due dates and shall become
      payable upon the footing of compound interest with quarterly rests as
      provided in the Loan Agreement. The maximum Lending rate of the Lenders on
      Rupee Loan shall until creation of final security for the Loan(s), be
      increased by 1.05% per annum".

f)    Section 4.1 'TERMS OF DISBURSEMENT' of Article IV be substituted by the
      following :-

      "Section 4.1 - TERMS OF DISBURSEMENT

      i)     The Loans will be disbursed by the Lenders in one or more
             instalment(s) as may be decided by the Lenders subject to the
             Borrower complying with the provisions of the Loan Agreement and
             the disbursement procedure stipulated by the Lenders and the
             expenditure incurred on the Project being in consonance with the
             details mentioned in the Loan Agreement. All disbursements shall be
             by cheque(s)/authorisation(s) and the collection/remittance charges
             will be borne by the Borrower. The interest on the Loans will
             accrue as from the date of the cheque(s)/authorisation(s) of the

                                     : 4 :

      ii)    In the event of the Lender(s) agreeing to disburse any amount of
             the Loans pending creation of final security as stipulated in the
             Loan Agreement, the same may be disbursed on such terms as may be
             decided by the Lenders".

g)    Section 4.2 'ADJUSTMENT OF OVERDUES' of Article IV be substituted by the
      following :

      "Section 4.2 - ADJUSTMENT OF OVERDUES

      The Lender may deduct from sums to be lent to the Borrower any monies then
      remaining due and payable by the Borrower to the Lenders".

h)    In Section 4.11 'LIQUIDATED DAMAGES ON DEFAULTED AMOUNTS', "2%" shall be
      substituted by "2.1%"

                                     : 5 :

                                   ARTICLE II

                           AGREEMENT AND TERMS OF LOAN


      The Borrower agrees to borrow from the Lender and the Lender agrees to
      lend to the Borrower, on the terms and conditions contained herein as also
      in the General Conditions, sum to the maximum extent of Rs.3000 lacs
      (Rupees three thousand lacs only) (hereinafter referred to as the 'Loan')

2.2   INTEREST  :

(i)   The Borrower shall pay to the Lender interest on the principal amount of
      the Loan outstanding from time to time, quarterly in each year, on January
      15, April 15, July 15 and October 15. The rate of interest for each
      disbursement shall be 3.25% over the ICICI Advance Rate as prevailing on
      the date of each disbursement out of the Loan.

(ii)  The Lender may, in its sole discretion charge interest on the Loan at the
      weighted average rates. For the purpose of this clause "weighted average
      rates" means the weighted mean of the rates of interest applicable to the
      Loan. The Loan shall carry interest at such weighted average rate subject
      to the following proviso :-

      Provided that the aforesaid ICICI Advance rate will be reset on the expiry
      of three years from the date of first disbursement out of the Loan and the
      Borrower shall pay interest at such reset rate as may be notified by the
      Lender to the Borrower.

      Provided further that in the event of an increase in the rate of interest
      arising out of such reset, the Borrower shall have the option to prepay to
      the Lender on such reset date the entire outstanding of the Loan together
      with all outstanding interest and other charges and monies payable

(iii) The Borrower shall also pay to the Lender, interest on all other monies
      payable to the Lender under this Agreement, at the maximum lending rate of
      the Lender on Rupee Loans as prevailing from time to time or at the
      Applicable Rate under this Agreement, whichever is higher. Such interest
      shall also be paid quarterly on the same dates as referred to in
      sub-clause (i) above.


      The Borrower shall provide to the Lender on or before the signing of this
      Agreement a draw down schedule in writing for the entire Loan,
      disbursements pursuant to which shall however be subject to the provision
      of Section 4.1 of the General Conditions.


      The Borrower shall furnish to the Lender a notice of drawal not more than
      90 days nor less than 25 Business Days before the draw down date, which
      draw down date should be a Business Day.

                                     : 6 :


      Unless the Lender otherwise agrees, the right to make drawals from the
      Loan shall cease on March 31, 1996.


      i)     The Borrower shall, during the currency of the Loan bear all such
             imposts, duties and taxes (including interest and other taxes, if
             any) as may be levied from time to time by the Government or other
             authority pertaining to or in respect of the Loan;

      ii)    The Borrower shall pay all other costs, charges (including cost of
             investigation of title to the Borrowers properties and protection
             of the Lender's interest) and expenses in anyway incurred by the
             Lender and such additional stamp duty, other duties, taxes charges
             and other penalties if and when the Borrower is required to pay
             according to the laws for the time being in force in the State in
             which its properties are situated or otherwise.

      iii)   In the event of the Borrower failing to pay the monies referred to
             in sub-clause (i) and (ii), the Lender will be at liberty (but
             shall not be obliged) to pay the same. The Borrower shall reimburse
             all sums paid by the Lender in accordance with the provisions
             contained herein".


      The Borrower undertakes to repay the principal amounts of the Loan in
      accordance with the Amortization Schedule set forth in Schedule III


      If the Borrower commits a default in payment or repayment of two
      consecutive installments of principal amounts of the Loan or interest
      thereon or any combination thereof, then the Lender shall have the right
      to convert (which right is hereinafter referred to as "the conversion
      right") at its option the whole of the outstanding amount of the Loan,
      into fully paid-up equity shares of the Borrower, at par, in the manner
      specified in a notice in writing to be given by the Lender to the Borrower
      (which notice is hereinafter referred to as the "notice of conversion")
      prior to the date on which the conversion is to take effect, which date
      shall be specified in the said notice (which date is hereinafter referred
      to as the "date of conversion").

      It shall not be construed as a default, if the Borrower approaches the
      Lender well in advance for postponement of principal or interest, as the
      case may be, and the Lender agrees to the same.

                                     : 7 :

      (i)    On receipt of notice of conversion, the Borrower shall allot and
             issue the requisite number of fully paid-up equity shares to the
             Lender as from the date of conversion and the Lenders shall accept
             the same in satisfaction of the principal amount of the Loan to the
             extent so converted. The part of the Loan so converted shall cease
             to carry interest as from the date of conversion and the Loan shall
             stand correspondingly reduced. Upon such conversion, the
             instalments of the Loan payable after the date of conversion as per
             Schedule III hereto shall stand reduced proportionately by the
             amounts of the Loan so converted. The equity shares so allotted and
             issued to the Lender shall carry, from the date of conversion, the
             right to receive proportionately the dividends and other
             distributions declared or to be declared in respect of the equity
             capital of the Borrower. Save as aforesaid, the said shares shall
             rank pari passu with the existing equity shares of the Borrower in
             all respects. The Borrower shall, at all times, maintain sufficient
             unissued equity shares for the above purpose.

      (ii)   The conversion right reserved as aforesaid may be exercised by the
             Lender on one or more occasions during the currency of the Loan on
             the happening of the event specified above.

      (iii)  The Borrower assures and undertakes that in the event of the Lender
             exercising the right of conversion as aforesaid, the Borrower shall
             get the equity shares which will be issued to the Lender as a
             result of the conversion, listed with the Bombay and Bangalore
             Stock Exchanges and those Stock Exchange(s) where the Borrowers
             shares are listed.

                                     : 8 :

                                   ARTICLE III



(A)   The Loan together with all interest, liquidated damages, premia on
      prepayment or on redemption, costs, expenses and other monies whatsoever
      stipulated in this Agreement shall be secured by an exclusive charge by
      way of hypothecation in favour of the Lender of all the Borrower's
      moveables (save and except book debts), including movable machinery,
      machinery spares, tools and accessories, present and future, acquired/to
      be acquired by the Borrower out of the Loan and approved by the Lender, so
      as to create security adequate enough to maintain a security margin of at
      least 25% on the assets charged to the Lender as security for the Loan
      i.e. maintain a fixed assets coverage ratio of at least 1.33 times on the
      outstanding amount of the Loan, throughout the currency of the Loan.

      The Borrower shall furnish letters from the existing chargeholders, if
      any, giving their No-objection for creation of exclusive charge in favour
      of the Lender on the assets charged/to be charged to the Lender and
      confirming that their charges will not extend to such assets.


      If, at any time during the subsistence of this Agreement, the Lender is of
      the opinion that the security provided by the Borrower has become
      inadequate to cover the balance of the Loan then outstanding, then, on the
      Lender advising the Borrower to that effect, the Borrower shall provide
      and furnish to the Lender, to the satisfaction of the Lender such
      additional security as may be acceptable to the Lender to cover such


      The Borrower shall produce a certificate from its Auditors stating that
      the assets charged/to be charged to the Lender as security for the Loan
      are the absolute property of the Borrower and are free from any charge,
      lien or claim thereon, of whatsoever nature.

                                     : 9 :

                                   ARTICLE IV


         The Borrower agrees that in the event of the Borrower committing any
default in meeting its obligations to the Lender under this Agreement, the
Lender shall be entitled to appoint and withdraw from time to time one Director
on the Board of Directors of the Borrower at any time during the currency of
this Agreement.



                                     : 10 :

                                    ARTICLE V

                               SPECIAL CONDITIONS

         The Loan hereby granted shall also be subject to the Borrower complying
with the special conditions set out in Schedule IV hereto.



                                     : 11 :

                                   ARTICLE VI

                           EFFECTIVE DATE OF AGREEMENT

         This Agreement shall become binding on the Borrower and the Lender on
and from the date first above written. It shall be in force till all the monies
due and payable under this Agreement are fully paid off.



                                     : 12 :

                                   SCHEDULE I

                                   THE PROJECT

         The Borrower is an existing company engaged in equipment leasing,
hire-purchase and other financial services related activities. To meet a part of
its increased requirement of funds for acquiring industrial assets as part of
its leasing and hire-purchase activity during the year ending March 31, 1996,
the Borrower has approached the Lender with a request for Rupee Term Loan of
Rs.3000 lacs.



                                     : 13 :

                                   SCHEDULE II

                                 FINANCING PLAN

         WFL'S total requirement of funds for the year ending March 31, 1996 is
projected at Rs.26426 lacs as follows :

                                        ( Rs. in lacs )

      Increase in leased assets                11250
      Increase in hire - purchase assets       11250
      Increase in owned assets                    50
      Increase in current assets                 419
      Increase in investments                    507
      Repayment of term loans                   2658
      Increase in bills discounted               292
       outstanding                           -------

      The above requirement of funds is proposed to be financed as follows:

                                             (Rs. in lacs)

      Increase in share capital                  1500
      Rupee term loans from institutions
           - existing                            1200
           - proposed from ICICI                 3000
           - others                              2000
      Increase in bank borrowings                8007
      Fixed deposits from public                 2500
      Intercorporate deposits                     500
      Collection of hire - purchase instalments
        (principal portion)                      4272
      Increase in current liabilities             345
      Cash and cash accruals                     3102


                                     : 14 :

                                  SCHEDULE III

                              AMORTIZATION SCHEDULE

                                    (Rs. in lacs)

      Date Payment Due             Payment of      Principal Amount
                                   Principal       Outstanding after
                                                   each payment
      ----------------             ----------      -----------------
      July 15, 1996                 187.5           2812.50
      October 15, 1996              187.5           2625.00
      January 15, 1997              187.5           2437.50
      April 15, 1997                187.5           2250.00
      July 15, 1997                 187.5           2062.50
      October 15, 1997              187.5           1875.00
      January 15, 1998              187.5           1687.50
      April 15, 1998                187.5           1500.00
      July 15, 1998                 187.5           1312.50
      October 15, 1998              187.5           1125.00
      January 15, 1999              187.5            937.50
      April 15, 1999                187.5            750.00
      July 15, 1999                 187.5            562.50
      October 15, 1999              187.5            375.00
      January 15, 2000              187.5            187.50
      April 15, 2000                187.5                -


                                     : 15 :

                                   SCHEDULE IV

                               SPECIAL CONDITIONS

(i)     The Loan may be availed of in one or more instalments, each such
        instalment to be not less than Rs. 50 lacs.

(ii)    The Borrower undertakes that the Loan will be utilised to finance
        creation of industrial capital assets only.

(iii)   The Borrower undertakes that it shall comply with all the norms that may
        be stipulated by Reserve Bank of India from time to time for Non-Banking
        Finance Companies.

(iv)    The Lender reserves the right to call upon the Borrower to arrange for
        direct payment of rentals receivable from the lessees and/or hirers of
        equipment acquired out of the Loan. The Borrower shall execute such
        undertakings and also arrange to furnish such letters and undertakings
        from its lessees and/or hirers of equipment in favour of the Lender as
        may be required by the Lender in this regard.

                                     : 16 :

         IN WITNESS WHEREOF the Borrower has caused its Common Seal to be
affixed hereto and to a duplicate hereof on the day, month and year first
hereinabove written and the Lender has caused the same and the said duplicate to
be executed by the hand of Shri /s/ K.J. Rajasimha authorized official of the
Lender as hereinafter appearing.

   FINANCE LIMITED has pursuant to the
   Resolution of its Board of
   Directors passed in that behalf on
   The 20th day of September 1995
   Hereunto been affixed in the                             /s/  G. SRINIVASAN
   Presence of Shri G. Srinivasan
   Vice President - Marketing,
   who has signed these presents in
   token thereof and Shri R. Sivakumar,
   authorised person who has
   countersigned the same in token

   withinnamed Lender by the hand of
   Shri R.J. Rajasimha Sr. Vice President an                /s/ R.J. RAJSIMHA
   authorised official of the Lender.