Loan against Securities

Additional 5% p.a. will be levied for defaults in payment of principal, interest or other monies as per terms of sanction. Arrears of liquidated damages shall carry interest at the applicable rate of loan.

Additional 1% p.a. will be levied for defaults in compliance of terms of sanction and/or non-furnishing of information as per terms of sanction.

1. Stamp Duty
2. DP charges
3. Pledge Confirmation/ pledge of shares/confirmation of pledge/revocation of pledge/ invocation of pledge
4. Demat share transfer charges
5. Brokerage charges
6. Any other charges.

The Company shall also remit charges paid/payable by TFCI to its Bankers in respect of bank & other charges paid if any from time to time The Bounce charges shall be Rs.1000/- per instrument per instance.

1. Pledge of equity shares eligible of Group-I companies in demat form with minimum market capitalisation of Rs.5000 crore and minimum LTV of 50%.
2. Irrevocable and Unconditional, joint & several, personal guarantees
3. Demand Promissory Note and undated cheque towards entire principal and interest payment(s).
4. POA from the Pledgor Company in favour of TFCI to sell/ dispose the pledged shares in an event of default.

The Pledged security shall be valued at average of last 180 days moving average trading price on Stock Exchanges (BSE/NSE) and the closing price of previous trading day, whichever is lower.

Borrowing Cap: The consolidated loans of the borrower company shall not exceed 50% of its Networth at any time of the Facility. Management Covenant: Any change in shareholding/ management of the borrower company, shall require prior approval of TFCI.

• Non-payment of interest/other charges or repayment of principal on due dates;
• Invalidity or unenforceability of any security;
• Any representation, warranty or statement made or deemed to be made is or proved to be incorrect or misleading in any manner;
• All or substantially all of the undertaking, assets or properties of the company or any of its subsidiaries, associates, affiliates or holding company are seized, expropriated or compulsorily acquired by the authority of Government;
• Any step is taken or proceedings started for referring the borrower to NCLT, dissolution or winding-up or for the appointed of a receiver, judicial manager, trustee or similar officer;
• Cross default by the borrower;
• Non-compliance of regulatory and statutory compliances;
• Failure to perform or comply with any other obligations or terms and conditions under the Loan Agreement;
• Any change in material ownership structure of borrower/pledger;
• Borrower/pledger sells its shares of pledge security or pledges additional shares for fresh loans without prior written information to TFCI;
• Any event which, in the opinion of TFCI, is likely to constitute material adverse change to the company/pledger;

The company/LLP/Firm/promoter(s)/director(s)/partner(s)/pledger(s)/guarantor(s) shall agree that in the event of default, TFCI shall reserve the right to recall the assistance and/or sell the pledged shares and/or take such other legal action for recovery of its dues in full.

• The default by any borrower under same management control shall be construed as default of all borrowers under same management and recovery proceeds from all borrowers shall be pooled to set off the liability of the group companies.

The company/LLP/Firm/promoter(s)/director(s)/partner(s)/pledger(s)/guarantor(s) shall agree that in the event of the company committing default with any of the banks/ financial institutions in terms of their respective Legal Agreement(s) in repayment of dues, the said event of default shall be deemed as default committed to TFCI also and in such event TFCI shall reserve the right to recall the assistance and/or sell the pledged shares and/or take such other legal action for recovery of its dues in full.

If the security cover falls below stipulated level, the Borrower shall top-up the security by way of additional shares or repay the loan to the extent of shortfall to bring the overall security cover to minimum level within 2 working days from the date of breach of stipulated security cover.

1. In case the Borrower fails to restore the Security Cover to the satisfaction of TFCI within 2 working days from the date of Notice of fall in security cover below stipulated level, TFCI shall have a right to sell the Pledged Shares/Security without any further notice and recover its dues without any interference from the court.
2. In case, the market price of the pledged equity shares taken as security for the loan falls by 30% from the share price considered at the time of disbursement, TFCI shall have a right to sell the pledged equity shares (security) without any notice to pledgor. An undertaking to this effect shall be furnished by the borrower.
3. In case, the pledged equity shares enter lower circuit filter for 3 consecutive working days or enters additional surveillance measure (ASM), TFCI shall have a right to sell the pledged equity shares (security) without any notice to pledger/borrower company. An undertaking to this effect shall be furnished by the borrower.
4. On the occurrence or continuance of any default including but not limited to default in payment of the outstanding dues, the Lender shall have a right to sell the pledged shares/security.
5. Any shortfall towards repayment of loan, interest and other monies in full of the sale of pledged shares shall be recovered from the Borrower/Guarantor(s).

If case of fall in price of pledged share beyond 25% from the price on the date of initial disbursement:

• The Borrower shall provide top-up by way of cash repayment of the loan to the extent of shortfall, if approved by TFCI.
• TFCI shall review the sanction/facility and reserves the right to recall the short-term loan facility.

TFCI will have the right to recall the facility and/or or exit by way of sale of shares without any notice and/or increase the applicable rate of interest:

• In the event of default and/or cross default
• In the event of non-compliance of terms of sanction
• in the event of rating downgrade by two notches and more in any of the Security/borrower rating.
• In case, market cap of the pledged security drops below Rs.5000 crore or external rating downgrade below BBB or volume drops such that exit days exceed 2 days.

• The borrower company/LLP/Firm/promoters/directors/partners/pledgers/guarantors are found to have committed any economic/moral offences or involved in any criminal or unlawful act involving dishonesty, any material breach of trust or violation of statutory/ taxation laws/ any other law/regulation in force which could have material adverse impact on the business.
• In the case of any adverse findings by regulatory authorities and/or any adverse feature in respect of the values of certain critical operating/financial parameters/ external rating downgrade by more than 2 notches of borrower/pledger.
• In case of adverse action taken by RBI against SSPL for non-registration as an NBFC, TFCI shall have a right to recall the loan and/or exit by way of sale of shares without any notice. A suitable undertaking for this effect to be obtained from the Borrower.

1. The borrower company/LLP/Firm/directors/promoters/partners/guarantors shall comply with the KYC norms & provide networth statement as at the end of previous fiscal to the satisfaction of TFCI.
2. The borrower shall satisfy on its borrowing powers.
3. The borrower/pledger shall furnish an undertaking that there are no restrictions on pledge of equity shares of AIIL held by pledger(s) in favour of TFCI.
4. The borrower shall undertake that no 'event of default', no 'potential event of default' and no 'material adverse event/law suits' have occurred and be continuing in regard to the borrower company & the pledged security which could adversely impact the facility.
5. The borrower shall undertake that the loan shall not be utilised for any speculative purposes and/or purchase of equity shares of TFCI or its related parties.
6. The borrower shall enter into loan agreement and other related documents and shall also perfect the security by way of pledge of shares in demat form, guarantees, DP Note & UDCs.
7. The borrower shall submit certified copy of Demat statement confirming ownership of the equity shares offered as security for the loan.

• To furnish end-use certification of the loan from Chartered Accountant/Internal Auditor/Statutory Auditor.
• The borrower shall be responsible for checking and maintaining stipulated security cover by way of pledged shares of AIIL daily basis
• The borrower shall be responsible to make good margin short-fall by pledge of additional shares of the same company or repayment of the loan to the extent of shortfall within 2 working days, failing which TFCI shall invoke the pledge and initiate sale of shares to the extent of shortfall without any intervention of court.
• The borrower shall furnish non-disposal undertaking for the shares pledged.
• No top-up loan or top-up disbursement or release of shares shall be considered due to increase in price of the pledged shares.
• Pledger(s) shall furnish an undertaking that there are no restrictions on pledge of equity shares of AIIL held by pledger(s) in favour of TFCI.
• The guarantors shall furnish a Chartered Accountant's certified networth statement.
• The borrower shall not, without the prior written approval of TFCI, enter into any transaction of merger, consolidation, re-organization, scheme of arrangement or compromise with its creditors or shareholders or effect any scheme of amalgamation or reconstruction.
• The borrower hereby agrees that so long as the short-term loan or any sum thereunder are outstanding, it shall:-
1. from time to time, at TFCI's request, forthwith deliver to TFCI such information about the borrower's business, investment book on monthly basis, assets, liabilities and financial condition as may be required in connection with the sanction;
2. furnish to TFCI as soon as possible and in any event not later than 90 days after the close of each financial year an originally signed or certified true copy of audited balance sheet together with the profit and loss statement and schedules;
3. inform TFCI promptly of its default to any other lender, statutory dues occurring during the tenure of this loan.
4. not induct a person who is a Director on the Board of a company which has been identified as a wilful defaulter and that in case, if such a person found to be on the board of the Company, it would take expeditious and effective steps for removal of such person from the Board of Directors.
5. The borrower/pledger(s) shall agree that in the event of the borrower committing default in the repayment of instalment of the loan or payment of interest/other charges on due dates, TFCI shall have an unqualified right to disclose the name of the company and its Directors to the RBI/Credit Information Bureau (India) Ltd. (CIBIL)/SEBI. The borrower shall give its consent to TFCI and/ or RBI/CIBIL to publish its name and the names of its Directors as defaulters in such manner and through such medium as TFCI on its absolute discretion may deem fit.
6. TFCI in its absolute discretion may assign a whole or a part of the debt outstanding under this sanction to any other person or body corporate or agency without any prior notice but intimation in writing to the borrower company/ guarantors/ pledger(s) and as a consequence, all the rights, securities, obligations etc. will automatically pass on to the Assignee.