Exhibit 10.1


 


 


 


Facility
Letter


 


Ref.
YBL/MUM/FL/0619/2016-2017


September
27, 2016


 


Majesco
Software & Solutions India Private Limited


805
President House,


Near
Ambawadi Circle,


Ahmedabad
380 015


 


Dear
Sirs,


 


Ref.:
Addendum to Facility Letter no. YBL/MUM/FL/231/2015-2016 dated June 30, 2015.


 


We,
YES Bank Limited (‘YBL’ or ‘the Lender’), are pleased to advise the addendum with reference to Facility Letter no. YBL/MUM/FL/231/2015-2016
dated June 30, 2015 (the “Facility Letter”) with regard to the credit facility to Majesco Software &
Solutions India Private Limited (the “Borrower”). The conditions mentioned below replace and /or are in addition
to the earlier clauses in our Facility Letter. The other terms and conditions in the said Facility Letter stand mutatis mutandis.


 


1      Facility
Details


 


	S.

    No	Facility
    Description	Applicable
    Rate of

    Interest/

    Commission	Security	Financial
    Covenant /

    Special Terms &

    Conditions
	1	Facility:
                                         Pre Shipment in Foreign Currency (PCFC) [Existing Facility]

                                                                                 
	Interest:
    To be decided at the time of disbursement.	First
    Pari Pasu charge over the current assets of the borrower.	•   Margin:
                                         10% of Order amount

        •   PCFC
        will be on running account basis

        •   Counter
        parties for PCFC:

        Ø   Majesco
        UK Ltd

        Ø   Majesco,
        USA

        Ø   Majesco
        Software and Solutions Inc (MSSI)

        Ø   Majesco
        Canada Ltd (MCAN) 

        Ø   Majesco
        Thailand Co. Ltd.

        Ø   Majesco
        Sdn Bhd (Malaysia)

        •   Transactions
        will be for group companies of MSSIPL

        •   Any
        incremental exposure/ disbursement beyond INR 100 MM to be
        backed by min 100% goodwill FDR with YBL in company or Majesco Limited

	 	Amount:
INR 300,000,000/- (Indian Rupees Three Hundred Million Only)

        [Existing
        Facility reduced from INR 360 MM]

         
	 	 
	 	Purpose:
                                         Working capital

                                                                 

        Tenor:
        Maximum of 3 months

         
	 	 
	 	Nature:
                                         Redrawal permitted within availability period

                                                                                 
	 	 
	 	Availability
    period: 12 months subject to annual review	 	 


 






 




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	la	Facility:
                                         Post Shipment Credit in Foreign Currency (PSCFC) [Existing Facility [Sublimit
                                         of facility 1 above]

         

        Amount:
        INR 300,000,000/- (Indian Rupees Three Hundred Million Only)

        [Existing
        Facility reduced from INR 360 MM]

	 
	Interest:
    To be decided at the time of disbursement.	First
    Pari Pasu charge over the current assets of the borrower	•   LC
                                         and Non LC Backed Orders

        •   Discounting
        of Group/ associate entities permitted

        •   Any
        incremental exposure/ disbursement beyond INR 100 MM to be backed by min 100% goodwill FDR with YBL in company or Majesco
        Limited

		Purpose:
                                         Working capital

         

        Tenor:
        Maximum of 3 months

         
	 	 	 
	 	Nature: Redrawal permitted within availability period

                                                                                 
	 	 	 
	 	Availability
                                         period: 12

        months
        subject to annual review
	 	 	 


 


2     Other Conditions


 





	1	Financial/
    Other Covenants	•   Finacial
                                         information to be provided half yearly.

        •   Proportionate
        cashflows to be routed through YBL account.

        •   YBL
        facilities to be rated.

	2	Documentation
    and Condition Precedent.	As
    per Annexure I
	3	Review
    Date	Notwithstanding
    the terms herein and in conformity with normal business practice, we reserve the right to review this Facility or any of the
    terms and conditions thereof or any other documents or security relating thereto. The facilities will be reviewed by June
    17, 2017.







 


All
charges/fees paid to the Bank pursuant grant of Facilities hereto are non-refundable.


 


Utilization
of the above Facilities shall be subject to discretion of the Bank, compliance to all the conditions precedent, execution of all
documents as mentioned above and no event of default or potential event of default having occurred.


 





 




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The Facility Letter shall remain valid and, save for the aforesaid
amendments, unchanged. This Addendum to Facility Letter shall form an integral part of the Facility Letter Ref. No. YBL/MUM/FL/231/2015-2016
dated June 30, 2015.


 


The Borrower unconditionally agrees, acknowledges and undertakes
that the Bank has an unconditional right to cancel the Facilities, whether in part or in full, at any time during the currency
of the Facilities without any prior intimation of such cancellation to the Borrower.


 


As per RBI Guidelines, all borrowers are required to
declare details as per Annexure  II while applying for credit facilities with from bank and you have already provided such
details during discussion with us and/or in various documents provided to us. By counter signing your are confirming us that
the details declared as in Annexure  II are true and correct


 


This offer shall be valid for acceptance until October 26,
2016. Kindly confirm to us, by signing on the duplicate copy of this letter, your acceptance of the foregoing terms and conditions
and return the same to us so as to be received by us prior to the above date.


 


Should you have any query regarding the above terms and conditions,
please do not hesitate to contact the right-hand undersigned.


 


Yours faithfully,


YES BANK LIMITED




 


	/s/ Ameya Shripad Gundale	 	/s/ Gurpreet Munial
	Ameya Shripad Gundale	 	Gurpreet Munial
	Executive Vice President	 	Vice President
	Emerging Corporate Banking	 	Emerging Corporate Banking


 


We, Majesco
Software & Solutions India Private Limited confirm acceptance of the above terms and conditions:


 





	/s/ Umakant Das
/s/ Pratap Rangnekar
	 	 	 
	Signature(s)
                    / Company’s stamp

        *[Please sign on the
        preceding pages as well]

        Title: Manager
        — Finance, Manager — Accounts

        Date: September
        27, 2016

        Place:

        Enclosed: Annexure I
        & Annexure II
	 	
 




 





 




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ANNEXURE
I


 


DOCUMENTATION
AND CONDITIONS PRECEDENT TO DISBURSEMENT


 


The
Bank shall not be obliged to disburse the Facilities unless and until, the Borrower shall have complied with the following conditions
precedent unless expressly waived by the Bank:


 


		(a)	Duplicate
                                         of this Facility Letter duly and unconditionally accepted and signed on each page by
                                         the Borrower’s authorised signatory/ies;



		(b)	A
                                         certified true copy of the resolutions of the Board of Directors of the Borrower and/or
                                         the third security provider, as the case may be, or relevant Committee of Board of Directors:



		(i)	approving
                                         the terms of, and the transactions contemplated by the Transaction Documents to which
                                         it is a party and resolving that it executes, delivers and performs the Transaction Documents
                                         to which it is a party;



		(ii)	authorising
                                         a specified person or persons to execute and deliver the Transaction Documents to which
                                         it is a party on its behalf; and



		(iii)	Authorising
                                         a specified person or persons, on its behalf, to sign and/or despatch all documents and
                                         notices to be signed and/or despatched by it under or in connection with the Transaction
                                         Documents to which it is a party.



		(c)	CS/CA
                                         certification regarding compliance of statutory Prescriptions in terms of RBI circular
                                         on lending under consortium/multiple banking arrangements dated 10th Feb. 2009 on semi-annual
                                         basis;



		(d)	Any
other documents/certificates/resolutions/letters as may be required by the Lender(s).



 


“Transaction
Documents” as used under this Facility Letter means and include this Facility Letter and all other agreements, instruments,
undertakings, indentures, deeds, writings, guarantees, letters of comfort and other documents (whether financing, security
or otherwise) executed or entered into, or to be executed or entered into, by the Borrower or as the case may be, any other
person, in relation, or pertaining, to the transactions contemplated by, or under this Facility Letter and/or the other Transaction
Document, and each such Transaction Document as amended from time to time.


 





 




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Annexure II 


Details of Borrowing Arrangements from Other Banks (INR
Million)


Position as on 31.05.2016




 





	I.	Name
                                         and address of bank/ institution

                                                                                 
	 
	II.	Facilities
                                         availed

                                                                                 
	 
	 	A.	Fund-based credit facilities (Indicate the nature of facilities e.g. working capital / demand loan / term loan / short term loan) / foreign currency loan, corporate loan / line of credit / Channel financing, bill discounting etc. amount and the purpose)

                                                                                 
	0
	 	B.	Non-fund-based
                                         facilities other than derivatives (Indicate the nature of facilities e.g. L/C,BG, DPG
                                         (1 & F) etc. amount and the purpose)

                                                                                 
	0
	III.	Present outstanding

                                                                                 
	0
	IV.	Overdues position, if any

                                                                                 
	0
	V.	Requests for facilities which are under process

                                                                                 
	0






	 	Name
    of

    Bank	Fund

    based

    limit	Non

    fund

    limit	Fund

    based

    O/s	Non

    fund O/s	Term
    Loan

    outstanding

    O/s	Nature
    of

    facilities	Purpose
    of

    Facilities	Brief

    description

    of

    Securities
	 	ICICI Bank

                                                                                 
	150	5.67	-	-	-	WC	WC	-
	 	SCB

                                                                                 
	50	-	-	-	-	WC	WC	-
	 	YBL

                                                                                 
	360	-	309.6	-	-	WC	WC	 
	 	Total

                                                                                 
	560	5.67	309.6			 	 	 




	VI.	Main and allied activities with locations

                                                                                 
	 
	VII	Demands by statutory authorities / current status thereof

                                                                                 
	 


 





 




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