Exhibit 10.50


 


 


 


Credit Arrangement Letter


 


Date: May 20, 2016


 


Majesco


105 Fieldcrest Avenue, Suite # 208,


Edison, New Jersey - 08837, USA


 


Kind attention: Ms. Brindha Ramachandran


 


Dear Sir/Madam:


 


We refer to your request and subsequent
discussions you had with us regarding renewal of a Working Capital Limits for a total facility amount of USD 5,000,000.00 for your
business requirements. ICICI Bank Limited, New York Branch (the “Bank”) is pleased to sanction to your company, Majesco
(the “Company”) a Revolving Credit Facility to meet your working capital needs for a total facility amount of USD 5,000,000.00
which shall be subject to the main terms and conditions given below and set out in Appendix-I hereto which are deemed to be part
of this Credit Arrangement Letter (the “Letter”). The credit facility is also subject to conditions to be contained
in the transaction documents which the Company shall execute with, and in favor of, the Bank.


 


Upon signing this Letter, the Company shall
pay upfront to the Bank the total amount of USD 50,000.00 (amounting to 1.00% p.a. of the total facility) as a processing fee for
the aforesaid facility.


 


If the attached terms of this Letter are
acceptable to you, kindly confirm your agreement by signing the copy of this Letter together with the attachments (each page of
which should be initialed on behalf of the Company) and returning them to us. The credit facility will be available on due execution
of all loan and security documents. Those documents will include a requirement that your Board of Directors adopt resolutions approving,
among other things, the proposed facility and the security granted therefor.


 


Please note that this communication should
not be construed as giving rise to any binding obligation on the part of the Bank until (i) you have returned the duplicate copy
of this Letter duly signed to evidence acceptance thereof and (ii) signed / executed all of the agreements / documents in connection
with the aforesaid credit facility.


 


Unless the Bank receives the attached,
duplicate copy of this Letter, duly signed by you to indicate your acceptance hereof, within 15 days from the date of this Letter
and unless all of the agreements / documents are signed / executed in respect of the credit facility within 60 days from the date
of this Letter, the offer contained herein shall automatically lapse without any further communication from the Bank, unless the
validity of the credit offer is expressly extended / revived by the Bank in writing.


 




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On behalf of the Bank, we are pleased to
offer this credit facility and the Bank looks forward to a strong and mutually profitable working relationship with your Company
and its Group.


 


Yours faithfully,


ICICI Bank Limited, New York Branch


 


	/s/ Akashdeep Sarpal	 
	By: Akashdeep Sarpal	 
	Title: Joint General Manager	 


 


We hereby confirm our acceptance of the
terms of your offer of a USD 5.0 million credit facility.


 


	Majesco	 
	 	 
	By: 	/s/ Ketan Mehta	 
	Title:  	Chief Executive Officer	 
	Date: 	May 20, 2016	 


 




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Appendix
I


 


Majesco


 


Terms
and conditions


 


	1.	Facility	Revolving Facility (Working capital facility)
	2.	Proposed Limit (“Limit”)	USD 5.0 million 
	3.	Existing Limit	USD 5.0 million
	4.	Currency	USD
	4A.	Purpose	Working capital requirements of the Borrower
	5.	Sub-limit(s)	Nil
	6.	Interchangeability	Nil
	7.	Security	
        ·     Exclusive
        first charge on Majesco (formerly Majesco Software Inc.’s, USA) current assets including receivables.

        ·     Unconditional
        and irrevocable Corporate Guarantee of Mastek Limited covering 110% of the facility including arrears of interest (if any)

         

        The security shall be created in favor
        of the Bank / its trustees or agents and shall be in a form and manner acceptable to the Bank.

         

        The Borrower shall file particulars of
        charges with the UCC within the period prescribed by law.

	8.	Margins
	 	Book debts	
        Cover Period : 90 days

        Margin*         : 25 %

        *Excluding inter-company receivables.

	9.	Validity of facility	Up
    to May 15, 2017
	10.	Tenor / Repayment schedule	Maximum tenor of each tranche: 360 days or up to validity period of facility, whichever is earlier.
	11.	Interest	
        3M LIBOR + 375 bps p.a.

        Interest would be payable monthly, on the
        last date of each month.

        Interest will be calculated on 360 days
        basis.

	12.	Commitment Fee	0.25% p.a. of the unutilized amount, if the unutilized amount is more than USD 2.5 million, payable quarterly. 
	13.	Processing fee	1.00% p.a. of the facility amount payable upfront. 
	14.	Debt Servicing Reserve Account (DSRA)	Borrower agrees to place before first drawdown date, whichever is earlier, a deposit in the form of DSRA with the Lender for the amount equaling to USD 0.20 million over the tenor of the facility. 
	15.	Draw-down	
        The amount shall be disbursed / drawn down
        in full or part, subject to a minimum of USD 100,000.

         

        Disbursement / drawdown under the facility
        will be subject to a written request / notice of two working days in advance.

	16.	Repayment Terms	Amounts repaid will be available for further draw-down subject to being within the amount sanctioned and expiry 


 




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	 	 	date of the facility.
	17.	Prepayment	The Borrower shall be entitled to prepay any of the outstanding tranches (in part or full) without any prepayment penalty.
	18.	Event of default	
        Event of default

        ·     Cross
        default

        ·     Payment
        default

        ·     Misrepresentation

        ·     Insolvency
        or insolvency proceedings, save for an appropriate exception for frivolous and vexatious proceedings

        ·     Cessation
        of all or substantial part of the business;

        ·     Illegality

        ·     Material
        covenant defaults

        ·     Judgment
        defaults

        ·     Expropriation
        of all or material part of the Borrower’s assets

        ·     Material
        contracts or securities becoming void or adversely limited.

        ·     Ownership/Management
        covenant default.

        ·     Non-submission
        or delayed submission of stock statement/borrowing base certificate.

        ·     Non-submission
        or delayed submission of financial statements.

        ·     Irregular
        due to drawings beyond DP/Limit.

        ·     The
        borrower, any of its Group companies or Directors of those companies are listed in OFAC, SEBI, RBI or other negative/ restricted
        lists.

         

        Upon the occurrence of any event of default
        the Lender will be entitled to cancel the Facility and demand an immediate repayment of outstanding amount of the Facility and
        enforce the Security. The Lenders may at their discretion provide cure period not exceeding 15 days for non-payment / non bankruptcy
        related events of default that the Lender at its discretion may determine are capable of being cured.

	19.	Default Interest Rate	At all times during a default, principal, interest and any other outstanding amounts shall bear interest at a rate per annum equal to 2.00 % in excess of the applicable interest rate.
	20.	Audit	At the sole discretion of Lender, the Lender in consultation with the Borrower will arrange for a receivables audit once in a year. The costs of this audit will be paid by Borrower.
	21.	Others	
        i A CA certificate confirming that all
        financial commitments including all forms of guarantees are within the overall ceiling prescribed for overseas investment by the
        Indian party i.e. within 400 % of the net worth of the Indian party, if applicable.

        ii In case of unhedged foreign currency
        exposure if any, the Bank reserves right to increase the pricing of the facilities.



 




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Operational terms and conditions


	1.	Periodicity of submission of information to the Bank	Receivables Statement	The company will furnish on or before 15th day of the month, details of book debts in the prescribed format. The receivable statement needs to be certified by the company’s management. 
	 	 	Un-audited quarterly financial statements	Within 45 days of each calendar quarter end for the company signed by management. 
	 	 	Audited / unaudited financial statements	
        1. Provisional : within three months from
        the close of the accounting year

         

        2. Audited : within six months from the
        close of the accounting year

	 	 	Data required for renewal of credit limits.	On or before the expiry of the credit limits.
	2.	Sole banking arrangements	All other terms and conditions shall be as per the Credit Facility Agreement (CFA) to be executed between the company and ICICI Bank Ltd.  
	3.	Others	
        The Branch reserves the right to cancel
        the facility and demand full repayment of the outstanding facility within 90 days if the borrower, any of its group companies or
        directors of any group company are found to be on negative/restricted lists issued by agencies such as Office of Foreign Assets
        Control (part of US Treasury department), Securities & Exchange Board of India, Reserve Bank of India, etc.

         

        CA Certificate that all the guidelines
        regarding Indian JV/WOS abroad have been followed/complied with it fall under the automatic route is to be provided.



 


Penal Rates


	Sl.	Nature
of default (as applicable)	Reckoning
    of penalty	Penal
interest rate (p.a.) payable monthly
	1.	
        Non-submission or delayed submission of
        stock statement

         
	From the due date of submission (as per sanction terms) till the date of submission, calculated on the fund based outstandings. 	
         

        2%

	2.	Non-submission or delayed submission of financial statements / renewal data 	From the due date of submission (as per sanction terms) till the date of submission, calculated on the fund based outstandings. 	
         

         

        2%

	3.	Irregular due to drawings beyond DP/Limit	
        a) Excess drawings -

        Over Drawing Power

        but within sanctioned
        limit
	
         

        2%

	b)  Excess over limit	2%
	c)  Continuously irregular for more than 45 days under (a) or (b) above  	2%


 




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