"

L974670
~DELHI

AGREEMENT for TERM LOAN LIMIT- CUM-HYPOTHECATION

THIS AGREEMENT made at New Delhi on this 01st (First) day of September of Two

i Thousand and Ten between Ghaziabad Precision Products Private Limited, a company

I within the meaning of the Companies Act, 1956 (1 of 1956) and having its Registered Office at

i 79, Anupam Apartments, M. B. Road, New Delhi - 110068 (hereinafter referred to as 'the

. Borrower' which expression shall, unless it be repugnant to the subject or context thereof, in-

• elude its successors and assigns) ; of the FIRST PART

and

U Small Industries Development Bank of India, a Corporation established under the Small

I Industries Development Bank of India Act, 1989 (39 of 1989) and having its Head Office at

I SIDBI Tower, 15 Ashok Marg, Lucknow -226 001 and a Branch Office at Ground Floor, Vid-

eocon Tower, E-1 Rani Jhansi Road, Jhandewalan Extension, New Delhi - 110055 (hereinaf-

~ ter referred to as "SIDBI" which expression shall, unless it be repugnant to the subject or con-

(JJ

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a text thereof, include its s.u
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cces.sors and assigns); of the SECOND PART

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,

WHEREAS

SIOBI has offered financial assistance by way of Term Loan Limit and the Borrower has ac-
cepted the offer to avail the said Term Loan Limit of Rs.75 Lakh (Rupees Seventy five lakh
only) for the purpose of acquisition of CNC Lathe machines and other energy efficient equip-
ment [as may be accepted by SIOBI] at an estimated cost of RS.76 lakh to be installed at the
existing facilities of the company, located at Plot No. 0-31 10-32, Buland Shahar Road, Indus-
trial Area, Ghaziabad, Uttar Pradesh, for manufacture of auto componentsl engine partsl pre-
cision parts. The said Term Loan Limit of RS.75 lakh to the Borrower inter-alia, is to be se-
cured by way of hypothecation of assets movable as well as immovable acquired I to be ac-
quired under the earlier schemes for: .

[a] Foreign Currency Term Loan (FCTL) - I of USO 366000 (Eq. to RS.166.53 lakh),
[b] Foreign Currency Term Loan - II of USO 425000 (Eq. to RS.187 lakh) and
[c] Foreign Currency Term Loan - III of USO 974680 (Eq. to RS.385 lakh)
under Direct Credit (Project Finance) Scheme and
[d] Term Loan Limit- I of Rs.50 lakh under Privileged Customer Scheme
[e] Term Loan Limit- II of RS.50 lakh under Privileged Customer Scheme

on the terms and conditions of the loan agreements dated February 12, 2004, August 10,
2005, February 22,2008 ,March 14, 2008 and March 17,2010 respectively. The hypotheca-
tion of assets acquired I to be acquired under the term loan limit shall form the security for all
the dues outstanding against the borrower as per the terms and conditions contained in the
Letter of Intent No. SIOBII NOBOI 15411 OCS- 180 dated September 01, 2010 as amended
from time to time.

In consideration of the aforesaid term loan limit, including modifications thereto from time to
time, the Borrower agrees with SIOBI as under :-

(1) AMOUNT OF LOAN

The Borrower has been offered Term Loan Limit of Rs 50 lakh under Privileged
Customer scheme and the borrower a.grees to avail the assistance, on the terms and
conditions contained herein, as well as in Letter of Intent No. SIOBII NOBOI 15411
OCS- 180 dated September 01, 2010, a sum/not exceeding Rs.75 Lakh (Rupee
seventy five lakh only) by way of term loan limit under Privileged Customer Scheme
( hereinafter referred to as the 'Loan Limit ') for the purpose of acquisition of CNC
Lathe ma.chines and other energy efficient equipment [as may be accepted by SIOBI]
at an estimated cost of RS.76 lakh to be installed at the existing facilities of the com-
pany, located at Plot No. 0-31 10-32, Buland Shahar Road, Industrial Area, Ghazia-
bad, Uttar Pradesh, for manufacture of auto componentsl engine partsl precision
parts.

2) (i) INTEREST
The Borrower agrees to pay to SIOBI interest at the rate of 9.75% p. 8., with monthly
rests, on amount of the Loan Limit outstanding from time to time, on the 10th day of
each month. SIOBI shall have the right to revise and reset the rate of interest at the
end of two years from the date of first disbursement of the loan limit (including mora-
torium period, if any, on repayment of principal) and every two years thereafter based
on the internal credit rating of the borrower (not more than one year old) and interest
rate structure prevailing atthe time of review. Provided that the interest payable by the

Bank of India.

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Page -2-
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Borrower shall be subject to the changes in the interest rates m1ade by th.e R.eserve
h
 The loan limit is repayable in 50 monthly installments of RS.1,50,000/- each com-
mencing after a moratorium of 10 (ten) months from the date of first disbursement of
the loan limit.

The Borrower shall pay interest and all other dues to SIOBI in respect of the Loan
Limit from time to time at the stipulated rate(s). However, SIOBI shall at any time or
from time to time be entitled to change or vary the rate of interest in respect of the
loan limit. The Borrower waive notice of variation of rate of interest by SIOBI from time
to time as per Prime Lending Rate fixed by SIOBI or changes made by Reserve Bank
of India (RBI) in the interest rates from time to time or for any other reason. Such
variation in the rate notified on the notice board in SIOBI premises / on the web site/or
reflected in the demand advices shall be sufficient notk;e to the· Borrower. The Bor-
rower shall pay interest at the rate notified on the notice board/ web site of SIOBI from
time to time until all dues are paid in full. Provided further that the interest payable by
the Borrower shall be subject to the change in prime lending rate of SIOBI from time
to time as determined by SIOBI from time to time or changes made by ReseNe Bank
of India (RBI) in the interest rates from time to time, and the interest clause and the
loan agreement shall be construed as if such revised rate/s of interest were already
mentioned therein and agreed to be paid and secured by the Borrower. The Borrower
further acquiesces to the accounting practices of SIOBI in this regard.

All interest on the Loan Limit and on all other monies accruing and due shall, in case
the same be not paid on the respective due dates, carry further interest at the appli-
cable rate(s) as mentioned herein, computed from the respective due dates and shall
become payable upon the footing of compound interest with monthly rests as
provided herein.

All interest on other monies which shall accrue as mentioned herein shall also be pay-
able .in the manner and on the dates as mentioned herein for payment of interest on
the principal amount of the Loan Limit.

(ii) Additional Interest

In the event of SIOBI disbursing any part of the loan limit to the Borrower pending
creation of security as stipulated herein, the Borrower shall, from the date of first dis-
bursement, pay to SIOBI in the aforesaid manner, additional interest at the rate of 1%
per annum on the principal amount of the loan limit outstanding from time to time till
the date of creation of the stipulated security.

(3) UP FRONT FEE

The upfront fee at 0.50 % (plus applicable service tax) of the Loan Limit sanctioned
herein paid by the borrower to SIOBI shall be non-refundable.

(4) LAST DATE OF Validitv

Unless otherwise agreed to by SIOBI validity of term loan limit shall be considered
valid for the period of one year from the date of offer made Letter of Intent No.
SIDBI/ NDBO/ 1541/ DeS- 180 dated September 01, 2010. Any unutilised loan limit
shall automatically lapse at the end of validity period.

(5) DISBURSEMENT AND REPAYMENT

(i) The Loan / Loan Limit shall be disbursed in one or more tranches at the request of the
Borrower.
(ii) In pursuance of this Agreement and in consideration of SIOBI having

lent and advanced and/or agreed

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to lend and advance the to to the Borrower for
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Page -3-
 the purposes and subject to the terms and conditions set out in this Agreement
and in consideration of the premises, the Borrower doth hereby covenant with
SIOBI that it shall repay the Loan to SIOBI and shall pay interest, further in-
terest, penal interest, costs, charges, expenses and all other monies as stipulated
and in the manner set out in this Agreement and shall duly ob-
serve and perform all the terms and conditions of this Agreement, as amended from
time to time.

(6) PREMATURE REPAYMENT OF THE LOAN:

The Borrower agrees not repay the outstanding principal of Loan Limit in full or part
before the due date, except after obtaining prior approval of SIOBI in writing [which
may be granted subject to such conditions as SIOBI may deem fit including payment
of interest on prep~yment for such prepayment].

(7) PENAL INTEREST

In case of default in payment of any amounts on due dates, the Borrower agrees to
pay on the defaulted principal, interest and other monies, penal interest at the rate of
2% per annum for the period of default. Arrears of penal interest shall also carry in-
terest at the applicable rate for the Loan Limit.

(8) SECURITY
In pursuance of this Agreement and for the consideration aforesaid:

[a] all the movable properties of the Borrower, including its movables, plant, machinery,
machinery spares, tools and accessories, office equipments, computers, furnitures
and fixtures and other movables (save and except book debts) both acquired and
proposed to be acquired under the project / scheme of the Borrower; assisted with fol-
lowing Foreign Currency Term Loans / Term Loan Limit:

[i] Foreign Currency Term Loan of USD 366,000 eqvivalent to Rs. 166.53 lakh [mov-
ables hypothecated to SIOBI vide Oeed of Hypothecation dated February 12, 2004]

[ii] Foreign Currency Term Loan of USD 425,000 eqvivalent to Rs. 187 lakh [movables
hypothecated to SIOBI vide Oeed of Hypothecation dated August 10, 2005]

[iii] Foreign Currency Term Loan of USD 974,680 eqvivalent to Rs. 385 lakh [movables
hypothecated to SIOBI vide Oeed of Hypothecation dated February 22,2008] and

[iv] Term Loan Limit - I of Rs. 50 lakh [movables hypothecated to SIOBI vide Agreement
for Term Loan Limit cum Hypothecation dated March 14,2008]

- [v] Term Loan Limit - I of Rs. 751akh [movables hypothecated to SIOBI vide Agreement
for Term Loan Limit cum Hypothecation dated March 18, 2010]

whether installed or not and whether now lying loose or in cases or which are now ly-
ing or stored in or about or shall hereafter from time to time during the continuance
of these presents .be brought into or upon or be stored or be in or about all the
Borrower's premises, factory, showroom and godowns or wherever else the same
may be or be held by any party to_ the order or disposition of the Borrower orin the
course of transit or on high seas or on order or delivery (hereinafter
collectively referred to as lithe said Goods") short particulars whereof are given in the
Schedule hereunder written, are hereby hypothecated as and by way of First

charge to SID81 as security for and be charged with khe. epaym.ent to SIOBI of
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Page - 4-
 principal amount of the Loan and repayment or payment of other moneys includ-
ing interest, further interest, penal interest, costs, charges and expenses and all
other moneys due to SIDBI under this Agreement and/or these presents.

8.2 The Borrower hereby declares and assures SIDBI that the said hypothecated as-
set/movable property are and shall be the sole, absolute and unencumbered property
of the Borrower with full power of disposing over and free from any prior charge or
encumbrances of any kind whatsoever except the charges mentioned hereinbefore
and with a further undertaking that the Borrower shall not sell, dispose of, pledge, hy-
pothecate or otherwise create any further mortgage or lien or any charge or encumber
or in any manner part with the possession of the hypothecated assets or any part
thereof, during the currency of the aforesaid loan limit facility nor shall the Borrower
permit to be done any act whereby the security/hypothecated assets as mentioned in
the Schedule referred to above, expressly given to the SIDBI shall in any way be
prejudicially affected or whereby any distress or attachment or execution may be lev-
ied thereon by any creditor or other person including any government or municipal au-
thority or body.

8.3 Till the entire dues of the SIDBI are adjusted/liquidated by the Borrower, the Borrower
shall not, without prior written consent of SIDBI, remove or cause or permit to remove
the hypothecated assets from the place/premises where the same are presently kept
or lying or to which the same may, hereafter be removed or taken with the consent of
SIDBI. SIDBI shall be entitled to put up and fix its name board at the place/premises
where ever the hypothecated assets are or may be stored/kept/lying, in the manner
as SIDBI may deem fit and proper and the Borrower shall have no right to object and
question this act of SIDBI. It is further assured and undertaken by the Borrower that
the said name board of SIDBI shall not be removed except with prior written permis-
sion of SIDBI.

8.4 The Borrower shall at all times keep the hypothecated assets/securities in good, mar-
ketable condition and in proper working order and shall not make any change or al-
teration therein without the previous written consent of SIDBI.

8.5 The Borrower undertakes to indemnify SIDBI for any kind of loss or damage by rea-
son of damage or destruction or loss of the hypothecated assets/securities from any
cause or reason whatsoever or from any claims by third parties. The Borrower also
agrees that SIDBI shall not be responsible for the safety and protection of the hy-
pothecated assets nor for the preservation, maintenance, service or care of the said
security.

8.6 The borrower hereby appoints SIDBI as its true and lawful attorney and authorises and
empowers SIDBI or its authorised agents from time to time and at all times to act for
and in the name of the Borrower do whatever the Borrower may be required to do un-
der these presents and to enter into and open any godowns or premises wherein the
hypothecated assets or any part thereof may for the time being be and to view, in-
spect and value the same and make inventories and render to the SIDBI or its agent
all facilities as may be required for any of the purposes above said. All rents, taxes,
rates and other charges of the premises or godowns where such hypothecated assets
are lying / stored will be paid by the Borrower punctually and kept free from distress.
The expenses, incidental charges, charges for inspection of the security by SIDBI Of-
ficers or duly authorised agent at the rate fixed by SIDBI from time to time at its dis-

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cretion and other charges Shall..~.be p,ai.d.b .y the borrower to SJ181 ~ort~~ith on demand.

Page - 5-
8.7 The hypothecated assets/security shall be insured comprehensively and the policies
shall be taken out in the name of the SIOBI or in the joint names of the SIOBI and the
borrower, by the borrower, with the Bank clause with all rights and benefits of the pol-
icy and that all policies along with premium receipts on such insurance shall be deliv-
ered to SlOB!. Such insurance cover shall be taken against loss and damage by fire,
burglary, war, riots and civil commotion risks, natural calamities/risks, theft, transit
risks and risk of any other description and/or special risks, particularly the risk which
cannot be envisaged normally but is or is likely to be in the knowledge of the Bor-
rower, with some reputed insurance company approved by SIOBI, for full value of
such security irrespective of balance due against the Borrower. In case the borrower
fails to ensure or to deliver the policies and premium receipts as aforesaid, the SIOBI
shall be at liberty and have the option but not bound to effect such insurance including
renewal from time to time, of the same, at the risk, responsibility and cost of the Bor-
rower in its absolute and unfettered discretion as the sale judge. Provided, however,
that in the event of rejection of any claim against such insurance wholly or partly for
the omission/deficiency of any type whatsoever, to insure any risk, SIOBI shall not be
held responsible, as insurance, including its renewal from time to time, of hypothe-
cated stocks/ goods, plant and machinery, furniture and fixture or any other movable
propertyetc., The entire liability of the Borrower to SIOBI shall continue, notwithstand-
ing such rejection of the claim as aforesaid and SIOBI shall not be held liable for such
act of omission to insure or deficiency or insufficiency of insurance as aforesaid. The
Borrower shall keep SIOBI fully indemnified in this respect. All such expense, costs
and incidental charges incurred by SIOBI shall form part of the dues recoverable from
the Borrower and subject to interest at applicable rate and be debited to the Bor-
rower's account. Further, that all the sums received under any such insurance as
aforesaid shall be received by SIOBI and applied in or towards the liquidation of the
balance due to SIOBI for the time being due and in the event of there being a surplus
the SIOBI shall be entitled to appropriate such surplus. Provided that SIOBI shall not
incur any liability to the Borrower if it fails to lodge any claim under the policy within the
prescribed time or for any reason whatsoever. Nor shall SIOBI incur any liability to
the Borrower for not bringing any suit for recovery of insurance money or allowing
such suit to be time barred. In case of any dispute arising with the insurance com-
pany, SIOBI shall have the absolute right to adjust, settle, compromise the same with-
out reference to or consent of the Borrower and same shall be valid and binding on
the Borrower but shall not impair the right of SIOBI to otherwise recover its dues from
the Borrower. It is further agreed and declared that if the insurance policy is taken by
the Borrower in his own name and assigned by him in favour of the SIOBI, SlOB:
shall in addition to the rights and remedies provided in the. Bank's favour as men-
tioned above, be entitled to realise the policy money from the insurance company.

8.8 The hypothecated assets/ securities would be continuing security to SIOBI for all
monies which are or may be due or become due from the Borrower. It is declared
that the said securities are free from any charge, lien prior to this charge save and ex-
cept mentioned herein before and the same are free from all encumbrances etc. and
the Borrower undertakes to keep them as such during the time said securities remain
hypothecated /charged to SlOB!.

8.9 In the event of any breach or default by the Borrower in the perform-
ance of its obligation hereunder or any of the terms, covenants, obligations
and conditions stipulated in this Agreement and the related security docu-
ments and the deeds executed or that may hereafter be executed by the Bor-
rower in favour of SIOBI or in the event of the Borrower failing to pay either the in-
terest or any installmenVs of the Principal amount of the Loan due to SIOBI or in

the event of the charge and/or th~~curity

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created in favour of SID~ :a.:g become

Page - 6-
 enforceable for any reason whatsoever, SIOBI or their nominees shall, incase
such breach or default is not remedied by the Borrower to the satisfac-
tion of SIOBI within a period of fifteen days from the date of intimation by
SIOBI of such breach or default, or such extended time as may be granted by SIOBI
of such breach or default, or such extended time as may be granted by
SIOBI in writing, without any notice and without assigning any reason and at the risk
and expenses of the Borrower and, if necessary, as Attorney for and in the
name of the Borrower, be entitled to take charge and/or possession of, seize,
recover, receive and remove them and/or sell by public auction or by private contract,
despatch or consign for realisation or otherwise dispose of or deal with all or any
part of the said Goods, and to enforce, realise, settle, compromise, and deal
with any rights and claims relating thereto, without being bound to exercise any of
these powers or be liable for any losses in the exercise or non-exercise thereof and
without prejudice to SIOBl's rights and remedies of suit or otherwise and notwithstand-
ing that there may be pending any suit or other proceeding, the Borrower undertakes
to give immediate possession to the nominees of SIOBI on demand of the said
Goods and to transfer, and to deliver to SIOBI all relative bills, contracts, securities
and documents and the Borrower hereby agrees to accept SIOBls account of sales
and realisations as sufficient proof of amounts realised and relative expenses
and to pay on demand by SIOBI any shortfall or deficiency thereby shown. Pro-
vided however that SIOBI shall not in any way be liable or responsible for any loss,
damage or depreciation that the said Goods may suffer or sustain on any
account whatsoever whilst the same are in possession of SIOBI or by reason of
exercise or non-exerCise or rights and remedies available to SIOBI as aforesaid
and that all such loss, damage or depreciation shall be wholly debited to the ac-
count of the Borrower howsoever the same may have been caused.

9) The Borrower shall procure irrevocable , unconditional joint and several personal
guarantees from Shri Ishwar Chand Agarwal, Smt. Vijay Agarwal and Shri Amit
Agarwal, in favour of SIOBI for the due repayment of the dues outstanding under the
loan limit and the payment of all interest and other monies payable by the Borrower in
the form and manner prescribed by SIOBI and to be delivered to SIOBI before any
part of the Loan is advanced. The Borrower shall not pay any guarantee commission
to the said Guarantors.

10) The borrower agrees and undertakes to extend /create first charge by way of mort-
gage in favour of SIOBI of all the Borrower's immovable properties, both present and
future, bearing Plot No. 0-31, Industrial Area, Site No.1, BLiland Shahar Road,
Ghaziabad, Uttar Pradesh, admeasuring 2496 sq. mtrs. and already mortgaged to
SIOBI for its financial assistance in the form of USO 425,000 [equivalent to Rs.187
lakh), USO 974,680 [equivalent to RS.385 lakh) under Direct Credit Scheme, Term
Loan Limit - I of RS.50 lakh and Term Loan Limit - II of Rs.50 lakh under Privileged
Customer Scheme.

The term loan limit shall always remain secured by way of first charge by way of mort-
gage of the said properties.

11) Events of default

Notwithstanding anything to the contrary herein contained and upon the happening of
any of the events as provided hereinafter of which the SIOBI shall be the sole judge,
the entire amount/sum duel amount outstanding in the Borrower's account together
with interest charged or to be charged as agreed and costs, expenses, and other

charges as the case may be, shall become due on demand beingza e.. in w.riting and
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Page - 7-
 SIOBI will be entitled to realise the same and enforce the hypothecated as-
sets/security at the cost and expenses of the Borrower.

a) Any default in payment of any of the instalments on the due date.

b) Any representation or statement made the Borrower's being found to be materially in-
correct.
c) The Borrower committing any breach or default in the performance or observance of
any term, condition, provision or any clause contained in these presents or Bank's
sanction letter, as the case may be;
d) Execution or distress or other process being enforced or levied upon or against the
whole or any part of the Borrower's property whether secured to SIOBI or not;
e) The Borrower being adjudicated insolvent or taking advantage of any law for the relief
of insolvent debtors or entering into any arrangement or composition with the creditors
or committing any act of insolvency.
f) In case of diversion of funds/ amount of loan/ advance or attempt to divert the same,
so disbursed/paid.
g) In case the Borrower changes its constitution, more particularly in promoter directors
or in the core management team or any merger/acquisition/ amalgamation without the
previous written permission of SlOB!.
h) In case the Borrower undertakes any new project! any further expansion, without the
written prior approval of SlOB!.
i) If the Borrower shall ,without the consent in writing of the SIOBI, create or attempt or
purport to create any mortgage, charge, pledge, hypothecation or lien or encum-
brance on the assets which is the subject of the SIOBl's security hereunder;
j) If any other event or circumstances shall occur which shall in opinion of SIOBI be
prejudicial to or endanger or be likely to prejudice or endanger its security hereunder;

11 ) The Borrower shall furnish and verify all statements and information from time to time
including the financial status or tax returns or any other documents, related to the Bor-
rower, as required by the SIOBI and gives and executes any necessary documents
required to give effect to this security.

12) The Borrower hereby agrees to accept as conclusive proof of the correctness of any
sum claimed to be due from him to SIOBl under this agreement on the basis of
statement of account made out from the books of SIOBI and signed by the duly
authorised officer of SIOBI without the production of any other voucher, document or
paper and shall not challenge or question or dispute the same.

13) That the Borrower undertakes to inform SIOBI promptly of any notice or intimation re-
ceived from any Government, Revenue, Municipal or local or other, authorities regard-
ing any default, delay etc. by the Borrower in payment of any dues in the performance
of the Borrower obligations towards them.

14) It is declared by the Borrower that its name or the name of any of its directors where
its name is directly or indirectly related does not appear in the defaulters list issued by
the Reserve Bank of India or any other Institutions.

15) the Borrower has represented, assured, declared and undertaken to SIOBI that the fi-
nancial assistance/credit facility raised/ availed or to be raised/ availed by him from
SIOBI and lien & charges created hereby, is being done by duly authorised, empow-
ered person director / manager or any officer of the Borrower and the same is for the
benefit and advantage of the Borrower
16)

and the Borrower with respect to the subject matter/schedules hereof .. p/

This agreement constitutes anexc lusive and irrevocable agreementze.t e..en SIDBI

~ ~

Page -8-
 17) It is specifically agreed that none of the provisions of this agreement shall be deemed
to have been waived by any act of or acquiescence on part of the SIOBI, its employ-
ees, official or agent, but only by af'l instrument in writing signed by an authorised and
empowered officer of the SIDB!. No waiver of any provision of this agreement shall
constitute a waiver of any other provision or of the same provision on another occa-
sion.
18) It is also agreed that except as otherwise provided herein, if any provision of this
agreement shall be held by a Court of competent jurisdiction to be illegal, invalid or
unenforceable, the remaining provisions and clauses shall remain in full force and ef-
fect.

19) OTHER TERMS AND CONDITIONS : The Loan Limit hereby granted shall also be
subject to the Borrower complying with the special conditions set out hereunder:
(i) Pre disbursement Conditions : Before seeking disbursement of any part of the loan
limit, BORROWER shall:

[i] have executed undertakings relating to meeting of cost overrun if any from own
sources, retention of interest free unsecured loans, obtention and keeping in force all
statutory approvals for the projects, in a form and manner to the satisfaction of SIOBI
including declaration as regards non pendency of any statutory dues / tax whatsoever,
non pendency of dues / default to any banks / Fls and relation of the borrower / direc-
tors /promoters to any directors of banks / Fls, as per the format satisfactory to SlOB!.

provide a CA certificate providing details of the utilization of the disbursement within

30 days from the date of each disbursement. If the borrower fails to submit the C.A.
certificate within one month, it shall be charged additional interest rate of 1% p.a. till it
submits the CA certificate.

[iii] certify that it has not availed of and agree not to avail of any assistance from any other
source for meeting the expenses for which assistance sanctioned by SIOBI is pro-
posed to be availed.

[iv] submit the latest networth statements of the promoters/ guarantors.

[v] agree that overall OER shall not exceed 2 : 1 at the time of seeking disbursement
under the limit.

[vi] agree to open a no-lien account with its Bankers, if required.

[vii] submit (i) 5 years projected cash flow alongwith projected OSCR and (ii) utilization
plan for the proposed limit to SIOBI before requesting disbursement for remaining 75
% of sanctioned limit.

[viii] all the terms & conditions of existing loan shall also apply, mutatis mutandis, for this
Limit except for terms specifically mentioned in this term sheet.

[ix] agree to submit board resolutions/ acceptance and execute the required legal docu-
ments.

[x] undertake assistance under this scheme shall not be utilized for overrun /takeover fi-
nancing and similar such purposes

[xi]
the limit at its sole discretion.

",f
SIOBI reserves the right to not consider or decline full / further diSbuzse,,' ent under
~ 19
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Page - 9-
 [xii] arrange to submit No Objection Certificate from Punjab National Bank and ICICI Bank
Ltd. regarding exclusive charge on assets created out of proposed SIDBI's assis-
tance.

[xiii] submit a certificate from a Chartered Accountant confirming the status of the Bor-
rower as a Medium Enterprise under the Micro Small and Medium Enterprises Devel-
opment Act 2006, after taking into account the machinery being acquired by the bor-
rower under the proposed Project.

[xiv] Procurement under the project:

(a) The borrower shall undertake to procure goods and servicesfrom contractors hav-
ing sufficient track record and professional capabilities and offered sufficient guaran-
tees to successfully implement the Project; .
(b) The borrower shall represent that he or the contractors have not engaged in any
practice liable to influence the implementation of Project at the cost of SIDBI and that
there is no collusion between the bidders in tendering procedures;
(c) The borrower shall further represent that the negotiation, procurement and per-
formance of the any contract under the Project has not given rise to and shall not give
rise to a corruption act as defined in the United Nations convention against corruption
dated October 31,2003;

[xv] Environmental and social norms: The borrower shall undertake to comply with envi-
ronmental andsocial norms as applicable for the sector in India.

[xvi] Access to documents, staff and sites: The borrower shall undertake to grant access to
documents staff and the Project site if so requested for review purposes by SIDBI or
AFD.

[xvii] Disclosure of certain information to AFD or the general public: The borrower shall
submit the waiver of bank secrecy form as per proforma prescribed by SlOB\.

[xviii] submit details of energy saving potential as required under AFD Line of Credit.

[xix] furnish quotations / invoices for machinery / miscellaneous fixed assets to be covered
under the assistance, to the satisfaction of SlOB! prior to availing disbursement in re-
spect of these items.

{xx] furnish an undertaking to the effect that the Borrower shall submit documentary proof
for acquisition of machines envisaged for coverage under AFD Line of credit. The bor-
rower shall agree for verification of any records by SIDBI as may be required for as-
. sistance under the AFD Line of Credit.

(ii] OTHER CONDITIONS

[a] The borrower shall not induct a person as a director of the company who is a director
on the Board of a company which has been identified as a wilful defaulter in terms of
RBI guidelines and that in case such person is found to be the director, it would take
expeditious and effective steps for removal of the person from the Board of the com-
pany.

[b) The borrower shall intimate to SIDBI within 30 days of any loans having been granted
to its subsidiary/ associate unit(s), at a rate of interest lower than the rate at which the

borrower concern has borrower ~D811 its bankers/~-

Page-10-
 tutions, failing which SIOBI shall be at a liberty to take appropriate action against the
borrower.

20} Credit Information Bureau

The borrower understands that as a pre-condition relating to grant of the
loans/advances/other non-fund-based credit facilities to the borrower, SIOBI requires
the consent of the borrower for the disclosure by SIOBI, of information and data relat-
ing to the borrower, of the credit facility availed of/to be availed by the borrower, obli-
gations assumed/to be assumed by the borrower, in relation thereto and default, it
any, committed by the borrower in discharge thereof.
(1) Accordingly, the borrower hereby agrees and give consent for the disclosure by
SIOBI of all or any such;
(i) information and data relating to the borrower;
{ii) the information or data relating to any credit facility availed of/to be availed, by the
borrower, and
(iii) default, if any, committed by the borrower, in discharge of the borrower's such ob-
ligation, as SIOBI may deem appropriate and necessary, to disclose and furnish to
Credit Information Bureau (India) Ltd. and any other agency authorized in this be-
half by RBI.
(2) The borrower, declares that the information and data furnished by the borrower to
SIOBI are true and correct.

(3) The borrower, undertakes that :-

i) the Credit Information Bureau (India) Ltd. and any other agency so authorized may
use, process the said information and dq.ta disclosed by SIOBI in the manner as
deemed fit by them; and
ii) the Credit Information Bureau (India) Ltd. and any other agency so authorized may
furnish for consideration, the processed information and data or products thereof
prepared by them, to banks/financial institutions and other credit grantors or regis-
tered users, as may be specified by the Reserve Bank in this behalf.

21) EFFECTIVE DATE OF AGREEMENT: This Agreement shall become binding on the
Borrower and SIOBI on and from the date hereinabove written. It shall be in force till
all the monies due and payable under this Agreement are fully paid off by the Bor-

rower to the satiSfacti4

~ ~
I: ';;

Page - 11-
 FIRST SCHEDULE

(REPAYMENT SCHEDULE)

The loan shall be repaid in 50 (fifty) monthly installments of Rs.1 ,50,000/- (Rupees one
lakh fifty thousand only) each, commencing after a moratorium of 10 (ten) months from the
date offirst disbursement of the loan limit.

Page - 12-
 Second Schedule of movable assets hypothecated
SCHEDULE A
Assets hypothecated by way of first / exclusive charQe)

HYDULIC
PRECISION
POWERMATIC
ONEPITCH
MILLIPORE
3.3MP
TRINOCULAR
DRILL
SERVO
All the movables SET
INVERTED
CAPIHGXXOOPOWER
MACHINE
VOLTAGELATHE
CONTROL
INDUCTION
CCD EQUIP.
HYDRULIC
CAMRA
properties
Description PACK
HIGH GRINDER
TAPPING
STEREOZOOM
HEATER
MEALLUGICAL
POWER
ENGINEERING
HYDULIC
300
CO
3/4"CUP
of STABLIZER
Amt.
SCIENTIFIC
EQUIPMENTS
of ICON
the WITH
SPEED
DRILLING
C3WITHFROM
&SONS
54,386.00Manufacturer
ENGINEERING
HIGHT
ENGINEERS
SCIENTIFIC ACCURATE
SD
H.M
MACHINE
SCIENTIFIC
WITH
SHREE
in
34,990.00
the assets
1,70,000.00
22,248.00
3,85,000.00
54,000.00
1,61,190.00
3,82,826.00 NANDA
SUSHMA
SUPER
Borrower
19,992.00
4,694.50.00 DAYAL
RADICAL
ANUTECH
Rs.
WSTOOLS
RADICAL
CHEMICAL RAM
ACCURATE &
pectaining to the project / financed out of the Loan
36,720.00
LTDRSM9 WITH
DTUBE
E
OPTIK
OSCOPE PVT.
WORKS
SYSTEM LTD
EQUIPMENTS
sent and future and whether installed or not and whether now lying loose or cases or/transit
which
Limit
or
be
land
Borrower
acquired
are
of the
spares, (save
Borrower's
on
ornow
Shahar
be
highheld
and and
seas
securityof
lying
under
tools or
& theexcept
factories,
Road,
by
either
or
anyon
stored
these
project
in book
Industrial
by
party
premises,
order,
wayto
/ toor
presents
accessories, or of debts)
Area,
thedelivery,
about
be be
office including
substitution
and
order
Ghaziabad,
godowns,
or
financed
or howsoever
brought
shall out the
disposition
or including,
addition.
Uttar
hereafter
equipments,into
of or uponmovables,
and
of
Pradesh
the
from
Loan
computers,The
wheresoever
inter
or
time
Limit
be to plant,
Borrower
main
alia,
or wherever
at
stored
aretime
furnitures machinery,
machinery
Plot
orininthe
described
or No.
the
during
andbeelse
possession
in0-31
acquired
course
the machinery
theabout
below:
or
fixtures, /0-32,
same
of of
tomay
continuance
bothall Bu-
be
the
pre-
S NO

Page - 13-
 14 PIN
ACEMIKARD
PRESSING
PLATE
CNC JAIMAL
FOR
MILLING
CNC
ANNELING
.
BRAND
VERTICAL DOBLE
AL-36
HEAT
AND
LATHE
FIXTURE MILLING
HIGH
EXCHAGER
DRILLING
CUB JAIMSL
SYSTEMS LM
&FORGING
ENTERPRISED
MACHINING
SYSTEMS
66,350.00 ENGINEERS
ICON
ENGINEERS
.MARKETING TOOLS
CNC
SUITABLE
EMTEX
MANUFACTING
M/S
61,300.00 ICON
THERMOLINE
ACE
SANTOSH
1,88,700.00
17,27,281.00
11,95,810.00
24,52,944.00
78,000.00 ACE 2,23,257.60
76,06,229.50 2,21,540.050
65,000.00
DESIGNERS
VT. LTD
LECTRICALSR
& (M51-350)
Installation
(M2O-70) charges PVT
LIMITED
the LTD
Borrower's
MACHINE
borrowings bankers
WITH
for working
other receivables on the Borrower's
capitalother
and ~such requirements stocks
movables inas
themayof consumable
ordinary stores
course toof
be agreed and for
business.
by SIDBI book debts and
securing the

or to be created in favour of

Page - 14-
 Second Schedule of movable assets hypothecated

SCHEDULE "B"
Movable assets charged by way of extension of hypothecation charge (first charge)
created by the borrower vide Deeds of Hypothecation dated February 12, 2004, August
10,2005, February 22,2008 ,Agreement for Term Loan Limit Cum Hypothecation dated
March 14, 2008 and Agreement for Term Loan Limit Cum Hypothecation dated
March 18, 2010

All the movable properties of the Borrower pertaining to the project(s) of the Borrower situated
at Plot No. 0 - 5, Phase - II, Eldeco Industrial Park, Sitarganj, Uttarakhand or at Plot No. 0-31
/ 0-32, Buland Shahar Road, Industrial Area, Ghaziabad including, but not limiting to, its mov-
able, plant, machinery, machinery spares, tools and accessories, office equipment, com-
puters, furniture and fixtures, and all other movable, both present and future (save and
except book debts) assisted by way of [a] Foreign Currency Term Loan (FCTL) - I of USO
366000 (Eq. to RS.166.53 lakh), [b]Foreign Currency Term Loan - II of USO 425000 (Eq. to
Rs.187 lakh) and [c] Foreign Currency Term Loan - III of USO 974680 (Eq. to RS.385 lakh)
under Direct Credit (Project Finance) Scheme and [d] Term Loan Limit- I of RS.50 lakhunder
Privileged Customer Scheme and[e] Term Loan Limit- II of RS.50 lakh under Privileged Cus-
tomer Scheme from SIOBI, and hypothecated to SIOBI, whether installed or not and whether
now lying loose or incases or which are now lying or stored in or about or shall hereafter from
time to time during the continuance of the security of these presents be brought into or upon or
be ~tored or be in or about the Borrower's premises, factory, showrooms and godowns at Plot
No. 0 - 5, Phase - II, Eldeco Industrial Park, Sitarganj, Uttarakhand or at Plot No. 0-31 /0-32,
Buland Shahar Road, Industrial Area, Ghaziabad or wherever else the same may be or be
held by any party to the order or disposition of the Borrower or in the course of transit or on
high seas or on order of delivery, howsoever and wheresoever in the possession of the Bor-
rower and either bv way of substitution of addition.

Page -15-
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 SIDBI has
caused the same and the said duplicate to be executed by the hand of Shri S. V. Kelkar, Dep-
uty General Manager of SIDBI as hereinafter appearing.

THE COMMON SEAL OF Ghaziabad Precision

Products Private Limited has pursuant to the

Resolution of its Board of Directors passed in that

behalf on the 01st day of September 2010,

hereunto been affixed in the presence of Shri

Ishw~r Chand Agarwal, Director who has

signed in token thereof.

SIGNED AND DELIVERED BY the within-

named SIDBI by the hand of Shri S. V. Kelkar,

. Deputy General Manager, an authorized offi-

cial of SIDBI.

Page - 16-