EX-10.8.2.1



 Exhibit 10.8.2.1 





 
  

			
	 CAD/DEL/0019/2012-13
 Date:
December 14, 2012
	  	
		
	TV18 Home Shopping Network ltd	  	Network 18 Media & Investments limited
	503, 504 & 507, 5th Floor, Mercantile House,	  	Express Trade Tower,
	15 Kasturba Gandhi Marg. New Delhi - 110001	  	Plot No. 15 & 16, Sector 16A, Nolda - 201301

 Dear Sirs, 

With reference to your request for grant of credit facilities, we are pleased to advise that The Ratnakar Bank Limited (“RBL” or “the
Bank” or “the Lender”] has sanctioned the following credit facilities (the “Facilities”] to you M/s. TV18 Home Shopping Network Ltd (Borrower / Company) on the main terms and conditions set out below and other terms
and conditions as may be incorporated in the Credit facility Agreements) and other Transaction Documents to be executed shortly. The terms and conditions mentioned in this letter are in addition / modification to our previous sanction letter dated
April 23, 2012. The other terms and conditions in the said letter stand mutatis mutandis. 
  

	1	Facility Details 

  

											
	 S.No.
	  	 Facility and Tenor / Validity
	  	 Pricing
	  	 Margin
	  	 Security
	  	 Special Terms & Conditions

	1	  	 Facility: Cash Credit
  

Amount: Rs 10,00,00,000/- (Rupees Ten Crores only)
	  	All terms and conditions as mentioned in our earlier sanction letter ref no. CAD/MUM/0025/2012-13 dated 23.04.2012
						
	2	  	 Facility: Working Capital Demand Loan [WCDL)

 
 Amount: Rs.40,00,00,000/- (Rupees Forty Crores only) [Enhanced from Rs.
30.00 Crores)
  
 Purpose: Working Capital

 
 Tenor: Up to 12 months

 
 Repayment: On Maturity

 
 Availability Period:

12 months
	  	 Interest Rate:

To be decided at the time of disbursement.
  

Facility upfront fees (non-refundable):
 1.50% plus applicable taxes payable prior to disbursement on the enhanced amount.
	  	25%	  	Exclusive charge on current and movable fixed assets of the borrower including loans and advances	  	 Disbursement As per
 availability of Drawing Power
  

PDC for the Principal repayment
  

Corporate Guarantee
 Network 18
Media & Investments Limited.
  
 Other Terms
/Conditions:
 Refer Below


  

	2	Interest: 

 Interest on
each advance shall be due and payable on the last day of the term or on the last day of every calendar month or at such interval as may be stipulated by the Bank, whichever is earlier. Interest shall be computed based on the actual number of days
elapsed on (i) a 365 day year for Indian Rupees or (ii) such other day year that is customary for any other currency. 
  





 
 www.ratnakarbank.co.in 

 
 The Ratnakar Bank Limited

 Connaught Place Branch 
 Ground Floor, Dr. Gopal Das Bhawan, 28 Barakhamba Road, New Delhi, | Telephone: +91 11 49365500 
 Registered Office 
 1st Lane, Shahupuri, Kolhapur - 41600 1. Maharashtra,
India. | Tel. +91 231 2653006 | Fax : +91 231 2653658 

  
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 The Bank may at its sole discretion make disbursement(s)/allow drawal(s)utilisation of
the Facility or any part thereof pending creation and perfection of full and final security in favour of the Bank. In the event disbursement(s)/ drawal(s)/utilisation of the Facility or any part thereof are made pending creation and perfection of
full and final security in favour of the Bank [unless otherwise a specific time frame granted by the Bank], the Borrower shall pay additional interest at the rate of 2% p.a. over and above the applicable Interest/Commission, from the date of first
disbursement/drawal/utilisation of the Facility till the date the security is fully and finally created and perfected to the satisfaction of the Bank. Please note that the maximum period for creation and perfection of full and final security in
favour of the Bank is as per mentioned in Annexure A below. If the Borrower fails to create security in the above specified period it shall be treated as Event of Default. 
 Penal Interest. 
  

	 	•	 	 Any overdrawing in the account will attract additional interest @ 2% p.a. over and above the applicable interest on the overdue amount. In case of
running accounts like Cash Credit, if the overdrawing is on more than three occasions in a calendar month then the penal rate of 2% per annum will be charged on the entire outstanding in the account. 



 

	 	•	 	 Non -payment of interest / installment / any other amount due to the Bank on the due date will attract additional interest @ 2% on the overdue interest
/ installment / any other amount due to the Bank. 


  

	 	•	 	 Delay/non submission of stock statements/FFRs will attract additional interest @ 2% p.a. + applicable taxes from the date of default, on the
outstanding amount. 


 In addition to above, please note that: 

The Bank shall have the right to change the rate of interest as may be required by Reserve Bank of India or any other authority.

  

	3	Duties and Taxes: 

 The
Borrower shall bear all such imposts, duties and taxes (including interest, stamp duty 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
Facility Amount. 
  

	4	Increased Costs: 

 The
Borrower agrees to pay to the Lender the amount of any increased Cost incurred by the Lender or any of its Affiliates as a result of: 
  

	 	•	 	 the introduction of, or any change in, or any change in the interpretation, administration or application of, any law or regulation; or



  

	 	•	 	 compliance with any law or regulation made effective after the date of this facility letter. 



The terms “law” and “regulation” in this clause shall include, without limitation, any law or regulation, circular or
notification concerning capital adequacy, prudential limits, liquidity, reserve assets or tax. 
 Provided that the Borrower need
not make any payment for an increased Cost to the extent that the increased Cost is: 
  

	 	•	 	 compensated for under another clause in this Facility Letter or would have been but for an exception to that clause; or 



 

	 	•	 	 attributable to the Lender or its Affiliates willfully failing to comply with any law or regulation. 



  
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 For the purpose of this clause “increased Cost” shall include: 

 

	 	(a)	an additional or increased cost; or 

  

	 	(b)	a reduction in the rate of return from a facility or on the Lender’s [or its Affiliate s) overall capital (including, without limitation, as a result of any
reduction in the rate of return on capital brought about by more capital being required to be allocated by the Lender or one of its Affiliates); or 

  

	 	(c)	a reduction of an amount due and payable to the Lender. 

 which is incurred or suffered by the Lender for performing its obligations and/or commitments and/or making advance pursuant to this sanction letter or any other document executed for availing credit
facility from the Lender. 
  

	5	Conditions Precedent / Subsequent: 

 You may utilize the facilities only after complying with the conditions precedents detailed in Annexure A. to the satisfaction of the Bank. Further, the Borrower agrees to comply with the conditions
subsequent as detailed in the later part of Annexure A after availing credit facilities from the Bank. 
  

	6	Financial / Other covenants: 

  

	 	6.1	You hereby covenant that so long as the facilities or any sum thereunder are outstanding, you shall:- 


 

	 	(i)	from time to time at the Bank’s request forthwith deliver to us such information about your business, assets and financial condition to the Bank;


  

	 	(ii)	furnish to the Bank on a regular basis the following statements on the basis outlined below: 


 

	 	a)	You will furnish on or before the 20th day of each month, details of stocks and Book Debts Outstanding (Age wise) in the prescribed format to NuFuture
Haribhakti Business Services P Ltd., directly at the address given below; Tower C. 9th Floor, 247 Park, L B S Marg. Vikhroli (West), Mumbai 400 083. The value of unpaid stocks (e.g. under LCs/purchased on credit) or slow moving stocks will not
be considered for computation of drawing power. 

  

	 	b)	Loans and Advances to be considered in current assets while calculating Drawing Power. 


 

	 	c)	The outstanding borrowings in the your accounts at all times need to be fully covered by the value of security less the stipulated margin 


 

	 	d)	Inspection of stocks and book debts will be conducted once in a quarter and annual stock and book debt audit by HSME, the CA firm appointed by the Bank. The cost of
inspection is to be borne by the borrower. Inspection charges currently amount to Rs. 14,000/-p.a. plus taxes 

  

	 	e)	Quarterly information report including update on source of funding for losses incurred during the quarter and plan lor the next quarter within 30 days at close of each
quarter 

  

	 	f)	Insurance Policy duly endorsed in Bank’s favour, covering the value of assets, hypothecated / mortgaged to the Bank. 


 

	 	g)	The Borrower shall submit every quarter a statement including the total outstanding secured and unsecured debt (both long term & short terms).


  

	 	(iii)	furnish to the Bank as soon as possible and in any event not later than 180 days after the close of each financial year an originally signed or certified true copy of
your audited balance sheet together with Profit & Loss Account, Auditors’ Report and such other statements/report attached to the balance sheet for the year. 


  
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	 	(iv)	keep the Bank Informed of the happening of any event likely to have substantial effect on its business or profit. 


 

	 	(v)	Network 18 group to remain as the largest shareholder and retain management control in the Borrower Company during the currency of the facility.


  

	 	(vi)	Get our facilities rated by Credit Rating Agency/ies, as approved by the Bank, within a period of three months from the date of acceptance of this Letter with minimum
investment grade rating [backed by corporate guarantee) and to get such rating done annually or at such intervals as may be decided and intimated by us to you. from time to time and maintain minimum investment grade rating through life of loan.


 “Credit Rating Agency” shall mean and refer to the domestic credit rating agencies
such as Credit Analysis and Research Limited. CRISIL Limited. Fitch India Private Limited and ICRA Limited and international credit rating agencies such as Fitch, Moody’s and Standard & Poor’s and such other credit rating agencies
identified and/or recognized by Reserve Bank of India from time to time. 
 In the event your (and/or any of
your security provider’s) credit worthiness deteriorates, in our sole opinion, and/or when your rating (and/or any of your security provider) has been downgraded by the Credit Rating Agency in its report and/or If BLR falls below rating
acceptable to us, then we shall be entitled to unconditionally cancel the facility without any notice to you and upon such cancellation, the outstanding Facility/Loan shall immediately become due and payable irrespective of any agreed maturity and
we shall be entitled to enforce security. 
  

	 	(vii)	Network 18 Media & Investments Limited to maintain Total Debt / TNW of less than 0.5x throughout the tenor of facility 


 

	 	(vii)	adhere to any other covenants stipulated by the Bank from time to time. 

  

	 	(ix)	Allow the Bank to examine the books of accounts of the Borrower and to have its office/factory/godowns/other premises inspected from time to time by officers of the
bank and/or outside consultants. Any expenses incurred by the Bank in this regard will be come by the Borrower. 

  

	 	6.2	Negative Covenant: 


During the currency of the Facility, the Borrower shall not, without prior written intimation to the Bank: 

 

	 	(i)	Effect any charge in the capital structure including proposed equity. 

 During the currency of the Facility, the Borrower shall not, without prior written approval of the Bank: 
  

	 	(ii)	Carry out change of Business. 

  

	 	(iii)	Declare or pay any dividends on any of the equity/preference shares without prior approval of Bank if it fails to meet its obligations to pay interest, principal
installments and/or other monies payable to Bank. 

  

	 	(iv)	Pay any consideration whether by way of commision, brokerage, fees or in any other form to the guarantors for giving their personal / Corporate guarantee.


  

	 	(v)	Create or allow to exist any encumbrance or security over assets specifically charged to the Bank without prior written consent of the Bank; 


  
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	 	(vi)	Undertake or permit any reorganisation, amalgamation, reconstruction, takeover or any other schemes of compromise or arrangement, nor amend any provision of your major
constitutive documents in such a manner that will affect our rights under the Facilities. 

  

	 	(vii)	Induct or allow any person to be inducted who is a Director and the Board of a company which has been identified as a willful defaulter. In the event, if any Director
of the Borrower is associated with any entity which has been declared as willful defaulter, the Borrower shall take expeditious and effective steps for removal of such Directors from its Board of Directors. 


 

	 	(viii)	Make any investment or take assets on lease except in the normal course of business. 


 

	 	(ix)	Enter into borrowing Arrangements, either secured or unsecured, with any other bank or financial institutions. 


 

	 	(x)	Undertake any guarantee obligation on behalf of any other Company (including group companies). 


 

	 	(xi)	Sell, assign, mortgage or otherwise dispose off any of the fixed assets or equity interest charged to the Bank except in the normal course of business.


  

	 	(xii)	Enter into any contractual obligation of long term nature or materially affecting the Borrower financially. 


 

	 	(xiii)	Monies aggregating to Rs. 51.65 crore brought in by the promoters / directors/ associate companies as loans/ share application money pending allotment till March 2012
shall be subordinated to the loans of the Banks, and shall not be repaid during the currency of the loan by the Bank, and may carry such interest as approved by the Bank. 


 

	 	(xiv)	Invest by way of share capital in or lend or advance funds to place deposits with any other concerns, except in normal course of business or as advances to employees.


  

	 	(xv)	Grant Loans to Promoters/associates and other companies. 

  

	 	(xvi)	Make any repayment of the Loans and deposits and discharge other liabilities except those shown in the funds flow statement submitted from time to time.


  

	7	Payment: 

 Each payment
(whether principal, interest or otherwise) under the Facilities will be made when due without any deduction. In immediately available and good funds and in the currency in which the Facilities are outstanding. If you are required by law to deduct
any payment, you shall pay us such further sum to ensure that we received the same amount as if no deduction had been made. If any such payment falls due on a non Business Day, the same shall be paid on the immediately preceding Business Day,
Business days as mentioned in this letter mean any day (excluding Sunday and public holiday) that banks are open for business. 
  

	8	Representations: 

 You
represent to us that (i) you are duly incorporated under the laws of your country of incorporation with the power to enter into and exercise your rights and perform your obligations under the Facilities, (ii) all actions internal or
external required to authorise your execution of this letter and your performance of your obligations under the Facilities have been duly taken and the exercise of your rights and performance of your obligations under the Facilities will neither
contravene any law or regulations to which you are subject nor cause you to be in breach of or default under any agreement/document / Memorandum of Association / Articles of Association binding on you or any of your assets, (ii) your
obligations under the Facilities are legal valid, binding and enforceable against you. (iv) all governmental or other licenses, consents and authorisations requisite for such execution, delivery and performance have been obtained
and are in full force and effect, and (v) each of these representations will remain correct and complied with so long as the Facilities and/or any sum thereunder remain outstanding. 

  
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	9	Cancellation or Termination: 

 During the Availability period or at any time during the currency of the Facility /Loan, without any prior intimation to the Borrower, the lender may, in its sole discretion, cancel the Facilities and to
withhold/stop any disbursement, if any default has occurred or likely to occur or if it becomes unlawful for the Bank to disburse or continue the Facilities to the Borrower or if it will becomes unlawful for you to perform or comply with any of your
obligations under the Facilities. 
 The Borrower unconditionally agrees, undertakes and acknowledges that the Bank has an
unconditional right to cancel the un-utilised portion of the Facility, whether in part or in full, at any time during the currency at the Facility/Loan without any prior intimation for such cancelation to the Borrower. 

Provided always that overdraft and/or other similar types of facility may be terminated by the Bank and shall be repayable immediately
upon notice. 
  

	10	Assignment: 

 The Bank may
assign or transfer any of its rights, benefits and obligations under the Facilities to any third party / parties, in any manner as the Bank deems fit, without any notice to or consent of the Borrower. However, you shall not, without the prior
written consent of the Bank, assign or transfer any of your rights, benefits and obligations under the Facilities. 
  

	11	law: 

 This letter shall
be governed by the laws of India, and the courts of New Delhi shall have non-exclusive jurisdiction over all legal action and proceedings arising under the Facilities. 

 

	12	Disclosure of facilities: 


The Bank is authorised to disclose information relating to the Facilities and/or you to any Bank / Financial institution and / or to the
Reserve Bank of India or any other agency authorised in this behalf by the Reserve Bank of India. 
  

	13	Review Date: 


Notwithstanding the terms herein, the Bank shall have the right to review this Facility and / or any of the terms and conditions thereof
and / or any other documents and / or security relating thereto. The facilities will be reviewed by 29.10.2013. 
 in the
event of there being any inconsistency between the terms and conditions set out herein and set out in security documents then in that case the terms and conditions contained in the security documents shall prevail. The word security documents would
mean all the documents, which are executed in pursuance of the credit facilities granted to you. 
  

	14	Documentation: 

 As
advised by the Bank, including but not limited to documents mentioned in Annexure A of this letter. 
 This Facility sanction letter shall
remain valid and save for the aforesaid additions / amendments / modifications, unchanged, this letter shall form an integral part of previous sanction letter dated April 11, 2012 

  
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 This offer shall be valid for acceptance until one month from the date of sanction. 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,	 		 	
			
	FOR THE RATNAKAR BANK LIMITED	 		 	FOR THE RATNAKAR BANK LIMITED
			
	/s/ LOKESH GARG	 		 	/s/ BHARAT RUNGTA
	Authorised Signatory	 		 	Authorised Signatory

 We, TV18 Home Shopping Network Limited confirm acceptance of the above terms and conditions: 

 

			
	 /s/ SACHIN RASTOGI

	Borrower Signature(s) / Company’s stamp
	Title:	 	
	Date:	 	11/Jan/13
	Place:	 	New Delhi

 We confirm acceptance of the above terms and conditions: 
 For Network 18 Media & Investments Limited 
  

	
	 /s/ R.D.S BAWA

	Guarantor Signature(s) / Company’s stamp

 *[Please sign on the preceding pages as well] 

  
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 ANNEXURE A 
 Conditions Precedents 
  

	1.	Execution and submission of the facility / Security Documentation to the satisfaction of the Bank: 


 

	 	•	 	 Accepted facility letter 


  

	 	•	 	 List of those authorized signatories with their specimen signatures attested by the Borrower’s Bankers of the Borrower as well as the Guarantor
Company 


  

	 	•	 	 Certified true copy of the Borrower’s Board Resolution accepting the Facilities and authorizing particular persons to deal with us in connection
with it and execute required documents. 


  

	 	•	 	 Certified true copy of the Guarantor’s Board Resolution providing guarantee for the facilities availed by the borrower company and authorizing
particular persons to deal with us in connection with it and execute required documents. 


  

	 	•	 	 Demand Promissory Note for INR 10,00,00,000/- to be executed (INR ]/- revenue stamp to be affixed) in our prescribed format;



  

	 	•	 	 Letter of Continuity to be executed under the common seal, in terms of the Articles of Association of the Company in our prescribed format;



  

	 	•	 	 Supplemental Credit Facility Agreement to be executed under the common seal, in terms of the Articles of Association of the Company in our prescribed
format: 


  

	 	•	 	 Supplemental Deed of Hypothecation of stocks and book debts, to be executed in our prescribed form under the common seal, on the requisite stamp as
prescribed under the prevailing Stamp Act; 


  

	 	•	 	 General Power of Attorney to be executed in our prescribed form under the common seal, on the requisite stamp as prescribed under the prevailing Stamp
Act (duly notarized with “BEFORE ME” stamp); 


  

	 	•	 	 Supplemental Corporate Guarantee to be executed in our prescribed form, on the requisite stamp as prescribed under the prevailing Stomp Act;



  

	 	•	 	 Undertakings, If any to be executed in our prescribed form under the common seal, on the requisite stamp as prescribed under the prevailing Stamp Act;



  

	 	•	 	 Fax / E-mail Indemnity General Power of Attorney to be executed In our prescribed form under the common seal, on the requisite stamp as prescribed
under the prevailing Stamp Act (duly notarized with “BEFORE ME” stamp]: 


  

	 	•	 	 Due Diligence report duly certified by Company Secretary / Auditor to be furnished in RBI approved format, 



 

	 	•	 	 Board Resolution regarding borrowing power of Public Limited Company under Section 293[1) (d) for Borrower as well as the Guarantor Company



  

	 	•	 	 Post Dated Cheque to be provided along with the declaration stating the purpose of the same. 



 

	 	•	 	 Undertaking from Network 18 Media & Investments Limited that they will ensure positive TNW for HS 18 throughout lenor of facility. INW would
include unsecured promoter loans and share application money planned to be converted to equity 


  

	 	•	 	 Such other documents as we may reasonably consider being relevant. 



  
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 Conditions Subsequent 

 

	1.	Execution and submission of the Facility / Security Documentation to the satisfaction of the Bank: 


 

	 	•	 	 Security for the incremented facility to be created within 30 days from 1st disbursement. 



 

	 	•	 	 Registered form 8 to be submitted within 30 days from the date of Deed of Hypothecation. 



 

	 	•	 	 All sales and expenses of Borrower Company to be routed through current account with RBL. 



 

	 	•	 	 Company TO emponel RBL for opening salary accounts of its employees. Salary accounts of minimum 25% employees to be opened with RBL
within 90 days of 1st disbursement. 


  

	 	•	 	 Such other documents as we may reasonably consider being relevant. 



 

	2.	Other conditions Subsequent 

  

	 	•	 	 The Borrower will place with the Bank all its banking business, including foreign exchange/insurance, if any, and deposits. In case the borrower goes
in for public issue / rights issue our Bank must be given pro-rata merchant banking business failing which the Bank may consider increasing the rate of interest on all funded limits. 



 

	 	•	 	 The borrower hereby undertakes: 


  

	 	•	 	 Not to use the funds for capital market activities or real estate or utilized for meeting capital expenditure or any other long term use or
Subscription to or purchase of shares/debentures or Extending loans to subsidiary companies/associates or for making Inter- corporate deposits or any speculative purposes. 



 

	 	•	 	 The directors / senior executives of the company and /or their relatives are not connected with the bank (RBL) and are not directors in any other bank.



  

	 	•	 	 The company/ its directors are not defaulters with any bank/FI, and there are no legal proceedings initiated or pending against them for recovery of
any borrowings 


  

	 	•	 	 The Borrower shall maintain adequate books and records which should correctly reflect their financial position and operations and it should submit to
the Bank at regular intervals such statements as may be prescribed by the Bank in terms of the RBI / Bank’s instructions issued from time to lime 


  


	 	•	 	 The Borrower shall furnish to the Bank, the position vis-a-vis live outstanding statutory obligations such as income tax, payment of provident fund,
additional emoluments (compulsory deposit), gratuity, electricity dues etc. as and when demanded by the Bank with reasons, if any, for increase from the earlier month and the proposed plan of payments thereof. 



 

	 	•	 	 The Company consents to the Bank’s right to recover the loan / any outstanding through appointment of a private agency as the Bank deems
appropriate. 


  

	 	•	 	 The credit facilities granted will be subject to RBI guidelines /Bank’s policies from time to time. 



  
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