Exhibit 10.9


 


LOAN AGREEMENT


 


BETWEEN


 


BHARAT BUSINESS CHANNEL LIMITED


 


AS BORROWER


 


AND


 


IDBI BANK LIMITED


 


AS LENDER


 





	 	 


 




    	 



    	 



    

 





 




    	 



    	 



    

 


BHARAT BUSINESS CHANNEL LIMITED,
a company within the meaning of the Companies Act, 1956 (1 of 1956) and having its Registered Office at Auto Card Compound, Adalat
Road, Aurangabed - 431 005 (hereinafter referred to as “the Borrower” which expression shall, unless it be repugnant
to the subject, meaning or context thereof, be deemed to mean and include its successors and permitted assigns);


 


AND


 


IDBI BANK LIMITED, a company incorporated
and registered under Companies Act, 1956 (1 of 1956) and a banking company within the meaning of Section 5 (c) of the Banking Regulation
Act, 1949 (10 of 1949) and having its Registered Office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai - 400 005 and one of its
branch office at Infrastructure Corporate Branch at 5th Floor, IDBI Tower, WTC Complex, Cuffe Parade, Mumbai - 400 005 (hereinafter
referred to as “the Lender” which expression shall, unless it be repugnant to the subject, meaning or context thereof,
be deemed to mean and include its successors and assigns).


 


ARTICLE I


 


THE LOAN


 


		1.1	Amount and terms of the Loan



 


The Borrower agrees
to borrow from the Lender and the Lender agrees to lend and advance to the Borrower a loan of Rs. 175 'Crore (Rupees One Hundred
Seventy Five Crore Only) (hereinafter referred to as “the Loan” for meeting the funding requirement during the business
plan period, towards creation of assets including, subscriber acquisition cost; cost of consumer premises equipments inventory
build up; general capital expenditure etc. on the terms and conditions contained herein and in the Sanction Letter Nos. [IDBI/ICG(W)/BBCL/2756
and IDBI/ICG(W)/BBCL/2757 dated December 20, 2012 and IDBI/ICG(W)/BBCL/2826 and IDBI/ICG(W)/BBCL/2827 dated January 9, 2013 and
the same shall be construed as forming integral part of this Agreement and is annexed hereto.


 


		1.2	Interest



 


(i)            The Borrower shall pay to the Lender
interest on the principal amount of the Loan outstanding from time to time and all other monies from the date of disbursement of
the Loan which shall accrue under the provisions of this Agreement commencing from the first day of succeeding month of first disbursement
of the Loan and thereafter on first of every month at the rate of IDBI Bank’s Base Rate (BBR) plus 350 bps (spread) fully
floating (presently BBR is 10.50% per annum) (present effective rate of interest is 14% per annum (Interest Rate). The Lender reserves
the right to reset the Interest Rate (including the spread) at the end of 12 (twelve) months from the date of first disbursement
and every year thereafter. The Borrower agrees to pay the interest at the reset rate as may be notified by the lender from time
to time


 





		 


 




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(Rest Interest Rate). The interest rate
or the Reset Interest Rate is hereinafter referred to as the Applicable Interest Rate. The interest on the Loan will accrue from
the date of disbursement.


 


(ii) All Interest on the Loan and all other
monies accruing under this Agreement and other financing documents shall, in case the same are not paid on the respective due dates,
carry interest/further interest at the Applicable Interest Rate (Further Interest) computed from the respective due date until
such payment and shall become payable upon the footing of compound interest with monthly rests on demand and in the absence of
any such demand on the next interest payment date falling after the date of default.


 


(iii) Interest and all other charges shall
accrue from day to day and shall be computed on the basis of 365 days' a year and the actual number of days elapsed. All rates
of interest mentioned herein shall be exclusive of interest tax and/or such other levies/duties.


 


(iii) Disbursements made pending creation
of final security as stipulated in Article II hereof shall carry additional interest at the rate of 1% per annum, over and above
the Applicable Interest Rate, till creation of such security, after expiry of [3 months time] from the date of first disbursement
(hereinafter referred to as "additional interest').


 


(iv) If Borrower defaults in payment of
any installment of principal amount, interest thereon or any other monies (except liquidated damages) on the respective due dates,
the Borrower shall pay on such defaulted amounts, liquidated damages at the rate of 2 % per annum for the period of default, which
shall be payable on demand or in the absence of any such demand on the next interest payment date falling after the date of default.


 


		1.3	Fee



 


The Borrower shall pay to the Lender non-refundable
management fee of 0.20 % and upfront fee of 0.20% (together with applicable taxes and cess, if any) on the Loan Amount on or before
the date of Loan Agreement. The Borrower shall also pay the legal fee plus other charges as advised by the Lender.


 


The Borrower shall pay the commitment fee
of 1 % per annum (plus applicable taxes) on the amount not drawn by the Borrower as per the agreed drawdown schedule in terms of
the sanction letters.


 


		1.4	Last Date Of Drawal



 


Unless the Lender otherwise
agrees, the right to make drawls from the Loan shall cease on December 31, 2014 and any undrawn portion of the financial assistance
shall automatically stand cancelled.


 





		 


 




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1.5Repayment


 


(i) The Borrower undertakes to repay the
principal amount of the Loan in accordance with the Amortization Schedule as set forth in Schedule or as advised and pay the interest,
additional interest, further interest, liquidated damages, fees and other charges as stipulated in this Agreement.


 


(ii) The Lender may, wherever warranted,
revise, vary or postpone the repayment of the principal amounts of the Loan or the balance outstanding for the time being or any
instalment(s) of the said principal amounts of the Loan or any part thereof by giving prior notice to the Borrower on such terms
and conditions as may be decided by it and the Borrower shall be deemed to have consented to the same.


 


(iii) In the event of any default in the
payment of instalments of principal, any interest and liquidated damages, postponement, if any, allowed by the Lender shall be
at the rate of interest as may be stipulated by the Lender at the time of postponement and the Borrower shall be deemed to have
consented to the same.


 


(iv) If, for any reason, the amount finally
disbursed by the Lender out of the Loan is less than the amount of the Loan, the number of instalment(s) of repayment of the Loan
shall stand reduced accordingly and be payable as per the revised Amortisation Schedule advised by the Lender and the Borrower
shall be deemed to have consented to the same.


 


		1.6	Appropriation of payments



 


Unless otherwise agreed to by the Lender,
any payments due and payable under this Agreement and made by the Borrower shall be appropriated towards such dues in the following
order, viz.:


 


		i)	Interest on costs, charges, expenses and other monies;



		ii)	Costs, charges, expenses and other monies;



		iii)	Further interest and liquidated damages on defaulted amounts;



		iv)	Interest including additional interest, payable in terms
of this Agreement;



		v)	Premium on prepayment



		vi)	Repayment of principal/ instalments of principal dueand
payable under this Agreement.



 


		1.7	Place and mode of payment by the Borrower



 


All the monies payable by the Borrower
to the Lender shall be made directly to the Lenders to any of its branches /offices as may be specified by them by Real Time Gross
Settlement or such other electronic mode acceptable to the Lender to the account of such office (s). Credit for payment will be
given on realization of the amount by the Lender or the relative due date, whichever is later.


 





		 


 




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		1.8	Premature repayment



 


Any prepayment of the Loan shall be subject
to payment of prepayment premium at the rate of 2 % per annum of the pre-paid principal amount. Provided that no prepayment would
be payable by the Borrower, if the prepayment is at instance of the Lender or if the Borrower opts to prepay the Loan within 90
(ninety) days from the date of advise of the increase in the interest spread on interest rest dates.


 


		1.9	Due date of payment



 


If the due date in respect of any instalment
of principal, interest and liquidated damages and all other monies payable under this Agreement falls on a day which is a bank
holiday at the place where the payment is to be made, the immediately preceding working day shall be the due date for such payment.


 


		1.10	Terms of disbursement



 


The obligation of the Lender to make disbursements
under this Agreement shall be subject to the Borrower performing all its obligations and undertakings under this Agreement besides
compliance by the Borrower with the disbursement procedure stipulated by the Lender, including submission of necessary information,
documents, margin/matching contribution, tenure of Loan etc. to the satisfaction of the Lender.


 





		 


 




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ARTICLE II


 


SECURITY


 


		2.1	Security for the Loan



 


The Loan together with all interest,
costs, expenses and other monies whatsoever stipulated in this Agreement shall be secured by: -


 


(i) a first mortgage and charge
in favour of the Lender in a form satisfactory to the Lender of all the Borrower’s immovable properties, both present and
future,


 


(ii) a first charge by way of
hypothecation in favour of the Lender of the Borrower's entire movables, including movable machinery, machinery spares, tools and
accessories, present and future; and


 


(iii) an assignment by the Borrower,
by way of first charge, in favour of the Lender of DTH license


 


(iv) a first charge on Escrow
Account and Debt Service Reserve Account


 


The mortgages and charges referred
to above shall rank pari passu with the mortgages and charges created and/or to be created in favour of:


 


		(a)	Central Bank of India for their rupee term loan of Rs.350
Crore;



		(b)	IDBI Bank Term Loan of Rs. 360 crore



		(c)	Bank of Baroda (RTL of Rs. 100 crore



		(d)	Oriental Bank of Commerce (RTL of Rs.100 crore)



		(e)	Bank of India (RTL of Rs.50 crore)



		(f)	ICICI Bank Ltd (RTL of Rs.300 crore)



		(g)	Karur Vyasya Bank Ltd. (RTL of Rs.50 crore)



		(h)	Canara Bank (RTL of Rs.200 crore)



		(i)	Syndicate Bank (RTL of Rs. 100 crore)



		(j)	Jammu & Kashmir Bank (RTL of Rs.100 crore)



		(k)	Dena Bank (RTL of Rs.100 crore)



 


(v) procure an irrevocable and
unconditional guarantee from S/Shri Venugopal Dhoot, Pradeep Kumar N. Dhoot in favour of the Lender to the satisfaction of Lender.
No guarantee commission shall be payable by the Borrower to the guarantors.


 


(vi) procure an irrevocable and
unconditional corporate guarantee from Solitaire Appliances Private Limited; Platinum Appliances Private Limited and Greenfield
Appliances Private Limited to the satisfaction of Lender; No guarantee commission shall be payable by the Borrower to the guarantors


 





		 


 




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(vii) procure a Letter of Comfort
from Videocon Industries Limited, the company will be allowed to withdraw the Letter of Comfort after successful equity infusion
by BBCL, to the satisfaction of IDBI.


 


		2.2	The Borrower shall make out a good and marketable title to its properties to the satisfaction of
the Lender and comply with all such formalities as may be necessary or required for the said purpose including obtaining consents
from the existing charge holders.



 


		2.3	So long as any monies remain due and outstanding to the Lender, the Borrower undertakes to notify
the Lender in writing of all its acquisitions of immovable properties.



 


		2.4	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 its satisfaction such additional
security as may be acceptable to the Lender to cover such deficiency.



 


		2.5	The Borrower shall not, without prior consent of the Lender, during the currency of this Agreement,
create in favour of any other person any charge(s) on the assets, which are charged/agreed to be charged in favour of the Lender
pursuant to Section 2.1 hereof.



 


		2.6	The Borrower shall enter into the Escrow Agreement to establish special purpose no-lien accounts
viz. Escrow Account and Retention Accounts with the Escrow Agent and make firm arrangements (i) for prompt deposit of all Project
Proceeds to the credit of the said Escrow Account and (ii) for transfer by the Escrow Agent of the proceeds of the Escrow Account
into various Retention Accounts in the manner and priority as may be specified/prescribed by the Lender in a form to be agreed
to between the Lender and the Borrower, which shall, inter alia, provide for maintenance at all times of Debt Service Reserve equivalent
to one quarter debt servicing in respect of the Loans and shall not make any payment of dividend on equity, interest on or repayment
of other loans, if any, brought in until the required appropriations /replenishments are made to Debt Service Reserve in terms
of the sanction letter.



 





		 


 




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ARTICLE
III


 


BORROWER'S
WARRANTIES AND COVENANTS


 


		3.1	Except to the extent already disclosed in writing by the Borrower to the Lender, the Borrower shall
be deemed to have assured, confirmed and undertaken as follows:



 


		(a)	Conflict with Constitutional documents



 





Nothing in this Agreement conflicts with any provisions of the
Borrower's constitutional documents




 


		(b)	No director who is on the board of a company declared as a wilful defaulter



 


No director is on its Board who is also a director on the board of a willful defaulter


 


		(c)	Right to disclose the names and particulars of the Borrower and the credit facilities availed
of / to be availed, by the Borrower.



 


		(i)	The Lender shall have the right to disclose the information relating to the Borrower to Credit
Information Bureau (India) Limited (CIBIL) or any other similar agency, which in turn shall have the right to use the information
as authorised in this behalf by RBI.



		(ii)	The Lender shall have the right to disclose the information and data relating to the Borrower to
other agencies in the business of credit.



		(iii)	The Borrower hereby declares that the information and data furnished by the Borrower to the Lender
are true and correct.



 


		(d)	Valid and Subsisting Licenses



 


(i) The Borrower duly owns or holds
valid and subsisting licenses in respect of all trade names, trade marks, patents, designs and other intellectual property used
or intended to be used by the Borrower in the course of its business and the same are duly registered in the name of the Borrower
and have not become voidable.





(ii) The Borrower duly owns or
holds all other material consents, licenses, franchises, permits and authorisations necessary for the lawful conduct, ownership
and operation, of its business including DTH license, and the same are valid and subsisting and have not become voidable.


 


		(e)	No Claims and liabilities
                                         other than those disclosed



 


The Borrower does not have any
claims or liabilities including, without limitations, provident fund or labour dues, income /corporate or other taxes, duties,
levies or cesses, royalties, license fees, lease rentals, interest costs, penal levies, default rates, damages, claims, penalties
etc.(whether present, future or contingent) which are not expressly disclosed either :


 





		 


 




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		(i)	in the Borrower's last audited balance sheet furnished
to the Lender; or






		(ii)	otherwise to the Lender in writing as "off -balance
sheet liabilities"; or






		(iii)	in any other written communication to the Lender.



 


		(f)	Non-existence of event of default



 


The Borrower shall satisfy the
Lender that no event of default as defined in Article V hereof and no event which, with the lapse of time or giving of notice and
lapse of time as specified in Article V, would become an event of default, has happened and been continuing.


 


		(g)	Project



 


The Borrower
shall,


 


		(i)	Project changes



 


Promptly
notify the Lender of any proposed change in the nature or scope of the project and of any event or condition, which might materially
and adversely affect or delay completion of the project or result in substantial overrun in the original estimate of costs. Any
proposed change in the nature or scope of the project shall not be implemented or funds committed therefore without the prior approval
of the Lender;


 


		(ii)	Contract change



 


Obtain concurrence
of the Lender to any material modification or cancellation of the Borrower's agreements with its machinery suppliers, collaborators,
technical consultants and suppliers of raw materials;


 


		(iii)	Delay in completing the project



 


Promptly
inform the Lender of the circumstances and conditions, which are likely to disable the Borrower from implementing the project,
or which are likely to delay its completion or compel the Borrower to abandon the same.


 


		(h)	Current account



 


The Borrower
shall open a current account with the Lender and all disbursement of the Loan shall ordinarily be routed through the said account


 


		(i)	Utilisation of the Loan



 


The Borrower
shall furnish to the Lender:


 


		(a)	(i) at the end of each month following the month in which the Loan is disbursed, a statement duly
certified by statutory auditor/ Chartered Accountant, certifying the manner in which the said monies have been utilised.






			(ii) information and statements relating to its business, utilisation of the Loan, its assets
                                                                            and other information relatingto the group/ subsidiaries as may be required from time to time, including duly audited annual
                                                                            account.



 





		 


 




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		(b)	The Loan shall not be utilised for any purpose other than for which it is sanctioned and, in particular
(including but not limited to), it shall not be utilised for any of the following purposes:



 


		i)	subscription to or purchase of shares/debentures and investment in real estate;



		ii)	repayment of dues of promoters / associate concerns / inter-corporate deposits, etc;



		iii)	for extending loans/facilities to subsidiary or associate companies or for making any inter-corporate
deposits, and



		iv)	for any other speculative purposes.



 


		3.2	General covenants



 


		A)	Unless otherwise agreed to by the Lender, the Borrower
shall,



 


		(i)	Notice of winding up or other legal process



 


Promptly inform the Lender regarding
any litigation against the Borrower, any of its properties or business or undertaking or if a Receiver is appointed of any of its
properties or business or undertaking;


 


		(ii)	Adverse changes in profits and production



 


Promptly inform the Lender of
the happening of any labour strikes, lockouts, shutdowns, fires or any event likely to have a substantial effect on the Borrower's
profits or business and of any material changes in the rate of production or sales of the Borrower with an explanation of the reasons
therefor;


 


		(iii)	Insurance



 


		(a)	keep all its assets adequately insured at all time and such of its other properties as are of an
insurable nature against fire, theft, lightning, explosion, earthquake, riot, strike, civil commotion, storm, tempest, flood, marine
risks, erection risks, war risks, and such other risks as may be specified by the Lender and shall duly pay all premia and other
sums payable for that purpose. The insurance in respect of the properties charged/to be charged to the Lender shall be taken in
the joint names of the Borrower and the Lender and any other person or institution having an insurable interest in the properties
of the Borrower and acceptable to the Lender. The Borrower shall keep deposited with the Lender the copies of insurance policies
and renewals thereof;



 


		(b)	agree that, in the event of failure on the part of the Borrower to insure the assets or to pay
the insurance premia or other sums referred to above, the Lender may get the assets insured or pay the insurance premia and other
sums referred to above, as the case may be,



 


		(c)	agree that the Lender shall have sole discretion to appropriate the proceeds, if any received from
the insurance company in satisfaction of the Loan / the Facility,



 


		(d)	agree that it shall furnish certificate from an auditor, acceptable to the Lender, certifying the
adequacy of insurance taken by,



 





		 


 




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		(e)	agree that it shall inform the Lender of the happening of any of the events specified in sub clause
(a) above and the loss or damage which the Borrower may suffer due to any of the aforesaid events for which the assets are insured.



 


		(iv)	Imposts, costs, charges and expenses



 


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 with the sanction of law pertaining to or in respect of the Loan,


 


		(a)	pay all other costs, charges and expenses in any way incurred by the Lenders (including costs of
investigation of title and protection of Lender's interest) 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;



 


		(b)	agree that in the event of the Borrower failing to pay the monies referred to in sub-clause (a)
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 in this Agreement.



 


(i)
The Borrower shall reimburse all sums paid by the Lender under demand from the Lender. All such sums shall be debited to the Borrower's
Loan Account and shall carry interest from the date of payment till such reimbursement at the maximum Applicable Lending Rate
(in the case of rupee loans).


 


(ii)
In case of default in making such reimbursement within 30 days from the date of notice of demand, the Borrower shall also pay
on the defaulted amounts, liquidated damages at the rate of 2% per annum from the expiry of 30 days from the date of notice of
demand till reimbursement.


 


(iii)
The Borrower hereby authorise the Lender to debit its current account with the Lender to the extent of expenditure incurred under
this Agreement.


 


		(v)	Annual accounts



 


Submit to the Lender its duly audited annual
accounts within six months from the close of its accounting year. In case statutory audit (if required) is not likely to be completed
during this period, the Borrower shall get its accounts audited by an independent firm of Chartered Accountants and furnish the
same to the Lender;


 


		(vi)	Memorandum and Articles of Association



 


Carry out such alterations
to its Memorandum and Articles of Association as may be deemed necessary in the opinion of the Lender to safeguard the interests
of the Lender arising out of this Agreement;


 


		B)	Without the prior written approval of the Lender, the Borrower
shall not,



 


		(i)	New project



 


Undertake any new project, diversification,
modernisation or substantial expansion of the project described in this Agreement. The word "substantial"shall have the
same meaning as under the Industries (Development and Regulation) Act, 1951.


 





		 


 




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		(ii)	Loans, debentures and charges



 


Issue any debentures, raise any loans,
accept deposits from public, issue equity or preference capital, change its capital structure or create any charge on its assets
or give any guarantees. This provision shall not apply to normal trade guarantees or temporary loans and advances granted to staff
or contractors or suppliers in the ordinary course of business or raising of unsecured loans, overdrafts, cash credit or other
facilities from banks in the ordinary course of business.


 


		(iii)	Premature Repayment



 


Prepay any loan availed
by it from any other party for the project without prior written approval of the Lender, which may be granted subject to such conditions
as may be stipulated by the Lender.


 


		(iv)	Commission



 


Pay any commission
to its promoters, directors, managers, or other persons for furnishing guarantees, counter guarantees or indemnities or for undertaking
any other liability in connection with any financial assistance obtained for or by the Borrower or in connection with any other
obligation undertaken for or by the Borrower for the purpose of the project.


 


		(v)	Subsidiaries



 


Create any subsidiary
or permit any company to become its subsidiary.


 


		(vi)	Merger, Consolidation, Etc.



 


Undertake or permit
any merger, consolidation, re-organisation, scheme of arrangement or compromise with its creditors or shareholders or effect any
scheme of amalgamation or reconstruction.


 


		(vii)	Dividend



 


Declare or pay dividend
to its shareholders so long as the Borrower is in default to the Lender under this Agreement and is not in compliance with stipulated
financial covenants.


 


		(viii)	Investments by Borrower



 


Make any investments
by way of deposits, loans or in share capital of any other concerns (including subsidiaries) beyond projected and accepted level
by the Lender so long as any money remains due and payable to the Lender; the Borrower will however be free to deposit funds by
way of security with third party in the normal course of business or if required for the business.


 


		(ix)	Revaluation of assets



 


Revalue its assets
at any time during the currency of the Loan.


 


		3.3	Management



 


a. The Borrower shall, as and
when required by the Lender, appoint and change to the satisfaction of the Lender, the managing director, whole time director,
suitable technical, financial and executive staff of proper qualifications and experience for the key posts. The terms of such
appointments, including any changes therein, shall be subject to prior approval of the Lender.


 





		 


 




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b. (i) Lender shall have the
right to appoint, whenever they consider necessary, any person, firm, company or association of persons engaged in technical, management
or any other consultancy business to inspect and examine the working of the Borrower and its factory and to report to the Lender.
The Lender shall have the right to appoint, whenever they consider necessary, any Chartered Accountants/Cost Accountants as auditors
for carrying out any specific assignment(s) or to examine the financial or cost accounting system and procedures adopted by the
Borrower for its working or as concurrent or for conducting a special audit of the Borrower. The costs, charges and expenses including
professional fees and travelling and other expenses of such consultants or auditors shall be payable by the Borrower.


 


(ii) The Borrower shall constitute
such committees of the Board with such composition and functions as may be required by the Lender for close monitoring of different
aspects of its working.


 


		3.4	Nominee Director



 


		(i) The Lender shall have the right to appoint and remove from time to time, a Director on
                                                            Board of Directors of the Borrower (such director is hereinafter referred to as 'Nominee Director').



 


		(ii) The Nominee Director shall not be required to hold qualification shares and not be
                                                            liable to retire by rotation.



 


		(iii) The Nominee Director shall be entitled to all the rights and privileges of other
                                                            directors including the sitting fees and expenses as payable to other directors but if any other fees, commission, monies or
                                                            remuneration in any form is payable to the directors, the fees, commission, monies and remuneration in relation to such
                                                            Nominee Director shall accrue to the Lender and the same shall accordingly be paid by the Borrower directly to the
                                                            Lender.



 


Provided that if any such Nominee
Director is an officer of the Lender, the sitting fees in relation to such Nominee Director shall also accrue to the Lender and
the same shall accordingly be paid by the Borrower directly to the Lender.


 


Any expenditure incurred by the
Lender or the Nominee Director in connection with his appointment or directorship shall be borne by the Borrower.





 


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



 


		(vi) If, at any time, the Nominee Director is not able to attend a meeting of the Board of
                                                            Directors or any of its committees, of which he is a member, the Lender may depute an observer to attend the meeting. The
                                                            expenses incurred by the Lender in this connection shall be borne by the Borrower.



 


		3.5	Financial Covenants



 





		 


 




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ARTICLE IV


 


REPORTS AND INSPECTION


 


		4.1	Auditor's certificate



 


		(i)	At the request of the Lender, caused an investigation conducted by its statutory auditors to ascertain
whether there had been any diversion / siphoning of funds by the Borrower. The cost of the investigation shall be borne by the
Borrower.



 


		(ii)	Notwithstanding anything contained in hereinabove, the Borrower agrees that the Lender may give
instructions to its statutory auditors to carry out the investigation as to whether there was any incidence of diversion / siphoning
of funds by the Borrower. The cost of the investigation to be borne by the Borrower.



 


		4.2	Reports



 


		(i)	The Borrower shall furnish to the Lender project completion certificate from the statutory auditor/
Lender's' engineer and such other reports as may be required by them.



 


		(ii)	The Borrower shall maintain fixed assets register as required by law from time to time and shall
furnish to the Lender the extract of the fixed asset register within one month after implementation of the project and thereafter
as on March 31st of each year during the currency of the Loan.



 


		4.3	Expenditure records: Inspection



 


The Borrower
shall,


 


		i)	Maintain records showing expenditure incurred, utilisation of the disbursements out of the Loan
the operations and financial condition of the Borrower and such records shall be open to examination by the Lender, and their authorised
representatives.



 


		ii)	Allow the authorised representatives or nominees of the Lender including any auditor or technically
qualified person to inspect the assets purchased out of the Loan and will give all facilities to enable such persons to report
thereon.



 


		iii)	The cost of inspection, including travelling and all other expenses, shall be payable by the Borrower
to the Lender in this behalf.



 





		 


 




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ARTICLE
V


 


EVENTS OF DEFAULTS AND CONSEQUENCES


 


		5.1	If one or more of the events specified in this section
(hereinafter called "events of default") happen(s), the Lender may by a notice in writing to the Borrower, declare the
principal of and all accrued interest on the Loan to be due and payable forthwith and the security created in terms of this Agreement
shall become enforceable.



 


		(a)	Default in payment of principal sum of the Loan



 


Default has
occurred in the payment of principal sum of the Loan on the due dates.


 


		(b)	Default in payment of interest



 


Default has
been committed by the Borrower in payment of any instalment of interest on the Loan and such default has continued for a period
of thirty days.


 


		(c)	Default in performance of covenants and conditions



 


Default has
occurred in the performance of any representation, warranty, other covenant condition or agreement on the part of the Borrower
under this Agreement or any other agreement and such default has continued for a period of thirty days after notice in writing
thereof has been given to the Borrower by the Lender.


 


		(d)	Inability to pay debts



 


The Borrower
is unable to pay its debts or proceedings for taking it into liquidation, either voluntarily or compulsorily, may be or have been
commenced.


 


		(e)	Attachment or distraint on charged assets



 


If an attachment
or distraint has been levied on the assets or any part thereof hypothecated/mortgaged to the Lender or certificate proceedings
have been taken or commenced for recovery of any dues from the Borrower.


 


		(f)	Appointment of receiver or liquidator



 


A receiver
or liquidator has been appointed or allowed to be appointed of all or any part of the undertaking of the Borrower.


 


		(g)	Sale, disposal and removal of assets



 


If, without
the prior approval of the Lenders, any land, buildings, structures or plant and machinery of the Borrower are sold, disposed of,
charged, encumbered or alienated or the said buildings, structures, machinery, plant or other equipment are removed, pulled down
or demolished.


 





		 


 




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		(h)	Submission of misleading information



 


Any information given by the
Borrower in its application for Loan, in the reports and other information furnished by the Borrower in accordance with the Reporting
System and the warranties given / deemed to have been given by the Borrower to the Lender is misleading or incorrect in any material
respect.


 


		(i)	Cross defaults and cross acceleration



 


(i)          The Borrower's failure
to pay any amount when due to any person other than the Lender or an event of default being constituted in relation to any of the
Borrower's credit, borrowing or any other arrangement with any person other than the Lender.


 


(ii)         Any person other than
the Lender accelerating repayment (i.e demanding repayment ahead of the previously agreed repayment schedule) due from the Borrower
to such other person under the Borrower's credit, borrowing or any other arrangement with that person.


 


		5.2	If an event of default has taken place then the Lender
shall have the right to publish the information in the manner it may consider appropriate.



  


		5.3	Notice to the Lender on the happening of an event of
default



 


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 Borrower shall, forthwith give notice thereof to the Lender in writing specifying the nature of such event of default, or of
such event.


 


		5.4	Expenses of preservation
                                         of assets of Borrower and of collection



 


All expenses
incurred by the Lender after an event of default has occurred in connection with -


 


		(a)	preservation and protection of the Borrower's assets (whether then or thereafter existing); and



 


		(b)	collection of amounts due under this Agreement; shall be payable by the Borrower.



 


		5.5	(a) Right to appoint
                                         whole time director / nominee director



 


Upon the occurrence of an event of default
the Lender has the right to appoint and remove from time to time Whole –time Director(s) /Nominee Director (s) on the Board
of Directors of the Borrower. Such Whole –time Director(s) /Nominee Director (s) shall exercise such powers and duties as may be
approved by the Lender and have such rights as are usually exercised by or are available to a Whole –time Director/Nominee Director
(s) in the management of the affairs of the Borrower. Such Whole –time Director (s) /Nominee Director (s) shall not be required
to hold qualification shares nor liable to retire by rotation and shall be entitled to receive such remuneration, fees, commission
and monies as may be approved by the Lender. Such Whole –time Director(s) /Nominee Director (s) shall have the right to receive
notices of and attend all general meetings and board meetings or any committee of the Borrower of which they are members. Any expenses
that may be incurred by the Lenders or such Whole –time Director(s)/ Nominee Director (s) in connection with their appointment
or directorship shall be paid or reimbursed by the Borrower to the Lender or as the case may be, to such Whole –time Director(s)
/Nominee Director(s).


 





		 


 




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		(b) 	Conversion right



 


If the Borrower continues
to be in default for a period of thirty (30) days or more from due date of instalments 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 their option the whole or part 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 (hereinafter referred to as the "date of conversion").


 


(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 Lender 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 the Amortization Schedule
in this Agreement 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.


 


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 Stock Exchange(s) at Mumbai and such other
places as may be notified by the Lender to the Borrower.


 


For the purposes of
this clause 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 agree to the same. Explanation: the term "outstanding" shall mean the
principal amount of the Loan, interest and other monies payable thereon as at the time when the amounts are sought to be converted
into equity shares of the Borrower.


 





		 


 




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ARTICLE VI


 


MISCELLANEOUS.


 


		6.1	Cancellation by notice to the Borrower



 


The Lender
may, by notice in writing to the Borrower, cancel the Loan or any part thereof, which the Borrower has not withdrawn prior to the
giving of such notice.


 


		6.2	Suspension



 


Further access
by the Borrower to the use of the Loan may be suspended or terminated by the Lender:


 


		i)	 Upon failure by the Borrower to carry out all or any
of the terms of this Agreement or on the happening of any event of default as provided in this Agreement.



 


		ii)	 If any extra-ordinary situation makes it improbable that
the Borrower would be able to perform its obligations under this Agreement.



 


		iii)	 If any change in the Borrower's set-up has taken place
which, in the opinion of the Lender (which shall be final and binding on the Borrower), would adversely affect the conduct of
the Borrower's business or the financial position or the efficiency of the Borrower's management or personnel or carrying on its
activities.



 


		6.3	Suspension to continue till default remedied



 


The right
of the Borrower to make withdrawals from the Loan shall continue to be suspended until the Lender has notified the Borrower that
the right to make withdrawals has been restored.


 


		6.4	Termination



 


If any of
the events described above and elsewhere in this Agreement has been continuing or if the right of the Borrower to make withdrawals
from the Loan shall have been suspended with respect to any amount of the Loan for a continuous period of thirty days or if the
Borrower has not withdrawn the Loan by the date referred to herein or such later date as may be agreed to by the Lender then, in
such event, the Lender may by notice in writing to the Borrower, terminate the right of the Borrower to make withdrawals. Upon
such notice, the undrawn amount of the Loan/the Facility shall stand cancelled. Notwithstanding any cancellation, suspension or
termination pursuant to the aforesaid provisions, all the provisions of this Agreement shall continue to be in full force and effect
as herein specifically provided.


 


		6.5	Provisions relating to waiver



 


No
delay in exercising or omission to exercise any right, power or remedy accruing to the Lender upon any default under this
Agreement, security documents or any other agreement or document shall impair any such right, power or remedy or shall be
construed to be a waiver thereof or any acquiescence in such default, nor shall the action or inaction of the Lender in
respect of any default or any acquiescence by the Lender in any default, affect or impair any of its right, power or remedy
in respect of any other default.


 





		 


 




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		6.6	Evidence and calculations



 


		(a)	Accounts



 


In any legal
action or proceedings arising out of or in connection with this Agreement, the entries made in the accounts maintained by the Lender
shall be conclusive evidence of the existence and amount of obligations of the Borrower as therein recorded.


 


		(b)	Statement of accounts



 


Any certification
or determination by the Lender of a rate of interest or amount under this Agreement is conclusive evidence of the matters to which
it relates.


 


		6.7	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 monies
due and payable and disbursed from time to time under this Agreement are fully paid off.


 


		6.8	Assignments etc.



 


(a)  The
Borrower shall have no right of assignment under this Agreement without the prior approval of the Lender.


 


(b)  The
Lender may securitise, assign, transfer or novate any of its rights and obligations under this Agreement, and or under the loan/security
documents and the Borrower shall take such action as may be necessary to perfect such transaction.


 


		6.9	Service of notice



 


Any notice
or request to be given or made to the Lender or to the Borrower or to any other party shall be in writing. Such notice or request
shall be deemed to have been given or made when it is delivered by hand or despatched by mail, e-mail, or fax, or overnight courier
to the party to which it is required to be given or made at such party's designated address.


 


		6.10	Supremacy



 


If there
is any inconsistency between these presents and the Sanction Letter, the Sanction Letter shall prevail.


 





		 


 




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SCHEDULE I


 


(AMORTISATION SCHEDULE)


 


The company shall repay the principal
amount of the RTL in 24 unequal quarterly instalments commencing after 21/4 years from the date of first disbursement
(tentatively April 1, 2015) as under:


 


	No.
    of 
installment	 	 	Date
    of repayment	 	Amount
    of 

    installment	 	 	Loan
    outstanding 
 after repayment of 
 installment	 
	 	1	 	 	April 1, 2015	 	 	21875000	 	 	 	1728125000	 
	 	2	 	 	July 1, 2015	 	 	21875000	 	 	 	1706250000	 
	 	3	 	 	October 1, 2015	 	 	21875000	 	 	 	1684375000	 
	 	4	 	 	January 1, 2016	 	 	21875000	 	 	 	1662500000	 
	 	5	 	 	April 1, 2016	 	 	32812500	 	 	 	1629687500	 
	 	6	 	 	July 1, 2016	 	 	32812500	 	 	 	1596875000	 
	 	7	 	 	October 1, 2016	 	 	32812500	 	 	 	1564062500	 
	 	8	 	 	January 1, 2017	 	 	32812500	 	 	 	1531250000	 
	 	9	 	 	April 1, 2017	 	 	65625000	 	 	 	1465625000	 
	 	10	 	 	July 1, 2017	 	 	65625000	 	 	 	1400000000	 
	 	11	 	 	October 1, 2017	 	 	65625000	 	 	 	1334375000	 
	 	12	 	 	January 1, 2018	 	 	65625000	 	 	 	1268750000	 
	 	13	 	 	April 1, 2018	 	 	87500000	 	 	 	1181250000	 
	 	14	 	 	July 1, 2018	 	 	87500000	 	 	 	1093750000	 
	 	15	 	 	October 1, 2018	 	 	87500000	 	 	 	1001250000	 
	 	16	 	 	January 1, 2019	 	 	87500000	 	 	 	918750000	 
	 	17	 	 	April 1, 2019	 	 	109375000	 	 	 	809375000	 
	 	18	 	 	July 1, 2019	 	 	109375000	 	 	 	700000000	 
	 	19	 	 	October 1, 2019	 	 	109375000	 	 	 	590625000	 
	 	20	 	 	January 1, 2020	 	 	109375000	 	 	 	481250000	 
	 	21	 	 	April 1, 2020	 	 	120312500	 	 	 	360937500	 
	 	22	 	 	July 1, 2020	 	 	120312500	 	 	 	240625000	 
	 	23	 	 	October 1, 2020	 	 	120312500	 	 	 	120312500	 
	 	24	 	 	January 1, 2021	 	 	120312500	 	 	 	0	 



 





		 


 




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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. F.A.Khwaja authorised official of the Lender
as hereinafter appearing.


 





	THE COMMON SEAL OF BHARAT BUSINESS CHANNEL LIMITED has (pursuant to the Resolution of its Finance and General Affairs committee passed in that behalf on the 9th day of January 2013 read with Power of Attorney (POA) dated Jan. 09, 2013 hereunto been affixed in the presence of Shri Navalkishor Devilal Jakhotia (POA holder) who has signed the same in token thereof.	 
	 	 
	SIGNED AND DELIVERED BY the withinnamed Lender by the hand of Shri F.A.Khwaja an authorised official of the Lender.	 







  


 




    	22



    	 



    

 


ANNEXURE


 


( please annex accepted copy of Sanction
Letter and modifications, if any.)


 





		 


 




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