Exhibit
10.33


 





 


YBL/MUM/FL/231/2015-2016 


June 30, 2015


 


Majesco Software
& Solutions India Private Limited


805 President
House,


Near Ambawadi
Circle,


Ahmedabad 380
015


 


Dear Sirs,


 


Re: Credit Facilities.


 


We
YES Bank Limited (the “Lender” or “YBL”) have pleasure in offering you Majesco
Software & Solutions India Pvt. Ltd. (the “Borrower”) the following facilities (the “Facilities”)
on the terms and conditions set out below:


 


		1	Facility Details



 


	S
    N	 	Facility Description	 	Interest/

    Commission	 	Security
	1	 	Facility:

        Pre
        Shipment in Foreign Currency (PCFC)

        (New Facility)

         

        Amount:

        INR 360,000,000/-

        (Indian
        Rupees Three Hundred and Sixty Million Only)

         

        Purpose:

        Working
        capital

         

        Tenor:

        Maximum
        of 3 months

         

        Nature:
        Redrawal permitted within availability period

         

        Availability
        period:

        12 months
        subject to annual review
	 	Pricing:

        To be
        decided at the time of disbursement.
	 	First
        Pari Pasu charge over the current assets of the Borrower.

         

        Margin:
        Disbursement to be done up to 90% of the export order value as evidenced by the CA certificate



 





YES
BANK Limited, Indiabulls Finance Centre, Tower 2, 23rd Floor, Senapati Bapat Marg,
Elphinstone (W), Mumbai- 400 013, India


Tel:
+91(22) 3366 9000 Fax: +91(22) 2421 4500


 


Regd.
& Corporate Office: Nehru Centre, 9th Floor, Discovery of India, Dr. A. B. Road, Worli, Mumbai 400 018, India.


Tel:
+91(22) 6669 9000/2490 0650 Fax: +91(22) 2490 0314 Website: www.yesbank.in



 


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	1a	 	Facility:	 	Pricing:	 	First Pari Pasu charge
	 	 	Post
        Shipment Credit in Foreign

        Currency
        (PSCFC) (Sublimit of facility 1 above)

        (New Facility)

         

        Amount:

        INR 360,000,000/-

        (Indian
        Rupees Three Hundred and Sixty Million Only)

         

        Purpose:

        Working
        capital

         

        Tenor:

        Maximum
        of 3 months

         

        Nature:
        Redrawal permitted within availability period

         

        Availability
        period:

        12
        months subject to annual review
	 	To be decided
    at the time of disbursement.	 	over the current
    assets of the Borrower.


 


Special
Terms & Conditions for facility 1


		•	PCFC will be on running account basis.



		•	Counter parties for PCFC :



a)
Majesco UK Ltd


b)
Majesco, USA


d)
Majesco Software and Solutions Inc (MSSI)


e)
Majesco Canada Ltd (MCAN)


f)
Majesco Thailand Co. Ltd.


g)
Majesco Sdn Bhd (Malaysia)


		•	Transactions will be for group companies of MSSIPL.



 


Special
Terms & Conditions for facility 1a


		•	LC & Non LC backed Orders



		•	Discounting of Group/associate entities permitted



 


		2	Utilization:



 


		2.1	Pre-Export
                                         Advances



 


		2.1.1	You may on any Business Day
                                         during the Availability Period request for a Pre-Export Advance. Each such Pre-Export
                                         Advance shall be on our then prevailing terms and conditions or if applicable, in accordance
                                         with the then applicable domestic Scheme for Pre-Export Advances. The
                                         Pre-Export Advance tenor shall be maximum 3 months.



 


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		2.2	Advance
                                         against Export Collection Bills



 


		2.2.1	You may on any Business Day during the Availability Period
                                         request us to provide Rupee Advance against Export Collection Bills provided that we
                                         shall have the discretion whether or not to provide Rupee Advance against Export Collection
                                         Bills submitted by you:



 


		2.2.2	Each advance shall for a maximum period of 3 months.



 


		3	Interest: Interest on each advance shall be due and
                                         payable on the last Business Day of the Term or on the last Business Day of every calendar
                                         month or at such intervals as we may stipulate, whichever is earlier.



 


YES
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 YES 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 YES Bank (unless otherwise
a specific time frame granted by the YES 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 YES Bank.


 


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.


 


In
addition to above, please note that:


 


		a)	Interest shall be payable at monthly rests.






		b)	Additional interest and default interest at 2%
                                         per annum or such other rate as the Lender deems fit will be levied over and above
                                         applicable rate of interest.






		c)	The rates of interest and periodicity of payment stated above
                                         are valid until further notice and are subject to our internal reviews and / or changes
                                         in externally prevailing directives of regulatory authorities.






		d)	All costs, charges and out of pocket expenses in connection
                                         with preparation, execution and perfection of any security documents and protecting/enforcing
                                         Lender’s rights shall be borne by the Borrower on full indemnity basis. All amounts
                                         payable under this Letter will be paid free and clear of all present and future taxes,
                                         duties, imposts, withholdings or other deductions and Stamp duty charges, other than
                                         those required by any applicable law.






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






		f)	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.



 


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		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:





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



		b.	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:


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



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



 


For
the purpose of this clause “Increased Cost” shall mean:


		(a)	an additional
                                         or increased cost;






		(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
                                         or any of its Affiliates but only to the extent attributable to the Lender having entered
                                         into any such documents or funding or performing its obligations under any such documents.


 


		5	Conditions
                                         Precedent: You may utilise the Facilities only after receipt by us of the following
                                         in form and substance reasonably satisfactory to us:



 


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






		b.	Certified true
                                         copy of the Borrower’s Board Resolution accepting the facilities and authorising
                                         particular persons to deal with us in connection with it and execute required documents;






		c.	A certified true copy of each of your current constitutive
                                         documents (such as the Memorandum and Articles of Association);






		d.	Updated list of directors and shareholders duly certified by
                                         company secretary of the borrower.






		e.	List of those authorized signatories, with their specimen signatures
                                         attested by the Borrower’s Bankers;






		f.	Demand Promissory Note for INR 360,000,000/- to be executed
                                         under the Common Seal, in terms of the Articles of Association of the Company (INR 1/-
                                         revenue stamp to be affixed) in our prescribed format;



 


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		g.	Letter of Continuity to be executed in our prescribed form
                                         under the Common Seal, on the requisite stamp as prescribed under the prevailing Stamp
                                         Act;






		h.	Indemnity for Export Credit to be executed in our prescribed
                                         form under the Common Seal, on the requisite stamp as prescribed under the prevailing
                                         Stamp Act;






		i.	Deed of Hypothecation for creation of Pari passu charge over
                                         the current assets of the borrower, to be executed in our prescribed form under the Common
                                         Seal, on the requisite stamp as prescribed under the prevailing Stamp Act;






		j.	Registered Form
                                         CHG-1 to be submitted for Deed of Hypothecation;






		k.	No objection certificates
                                         / Pari passu Letters from the existing lender , to be submitted;






		1.	ROC Search of
                                         the borrower to be submitted;






		m.	CA Certificate
                                         confirming that the asset being charged/ mortgaged does not constitute substantial undertaking
                                         as defined under Section 180 of companies act 2013;






		n.	Certified true
                                         copy of the resolution of General Body of shareholders under Section 180(1)(a) of Companies
                                         Act 2013, for creation of charge on the All assets of the borrower;






		o.	IT Confirmation
                                         u/s.281 of IT Act for the assets provided as security;






		p.	Fax Indemnity to be executed in our prescribed form, on
the requisite stamp as prescribed under the prevailing Stamp Act;



		q.	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 annual basis.



		r.	Certificate from borrower’s auditors that all the
statutory dues including EPF dues, have been paid by the borrower;



		s.	Declaration from borrower stating that none of its subsidiaries
are appearing in the defaulters list;








		t.	Borrower to open
                                         Operative Account with Yes Bank Ltd. prior to disbursement and route proportionate cash
                                         flows from such account






		u.	Such other documents
                                         as we may reasonably consider to be relevant.



 


		6	Covenants: You hereby covenant that so long as the
                                         Facilities or any sum thereunder are outstanding, you shall:-



 


		(i)	from time to time at our reasonable request forthwith deliver to us such information
                                         about your business, assets
                                         and financial condition as we may reasonably require for any purpose in connection with
                                         the Facilities;






		(ii)	furnish us 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 the profit and loss statements;






		(iii)	ensure that Majesco Software and Solutions Inc USA, will
                                         always hold and own at least 51% of your share capital;






		(iv)	not create or allow to exist any encumbrance or security
                                         over assets specifically charged to us without our prior written consent;






		(v)	not 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 adversely
                                         affect our rights under the Facilities.



 


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		(vi)	not induct a person who is a Director on the Board of a company
                                         which has been identified as a wilful defaulter and that in case, if such a person found
                                         to be on the Board of the Borrower, Borrower would take expeditious and effective steps
                                         for removal of the person from the Board of Directors.






		(vii)	get the 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 and further to get Facilities rated annually or at such intervals as may
                                         be decided and intimated by us to you, from time to time failing which additional interest
                                         at 2% per annum on all the outstanding Facilities except facilities in nature of Bank
                                         Guarantees (including Standby Letter of Credit), Letter of Credit and/or Letter of Undertaking
                                         for arranging Buyers Credit on which additional 25% of the documented commission, shall
                                         be payable by the Borrower to the Lender.





“Credit
Rating Agency” shall mean and refer to the domestic credit rating agencies such as Credit Analysis and Research Limited,
CRISIL Limited, FITCH India and ICRA Limited, Brickwork India Private Limited and international credit rating agencies such as
Fitch, Moodys and Standard & Poor’s and such other credit rating agencies identified and/or recognized by the Reserve
Bank of India from time to time.




In
the event you (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 then we shall
be entitled at our sole discretion to unconditionally re-price the Facilities and such revised pricing shall be binding on you
and/or unconditionally cancel the Facilities without any notice to you and upon such cancellation, the outstanding Facilities
shall immediately become due and payable irrespective of any agreed maturity and we shall be entitled to enforce security thereunder.




		(viii)	not, without our prior written consent, use the trade names,
                                         trademarks, service marks, logos, designs, copyright or other similar proprietary designations,
                                         registered or unregistered, owned and/or used by us and/or communicated to you by us.






		(ix)	The Borrower shall submit Bank the following in form and
                                         substance reasonably satisfactory to us within stipulated time:








a)    Certified
Declaration (self-certified/internal auditor) of Unhedged Foreign Currency Exposure (UFCE) as on the last quarter to be
submitted before end of ensuing quarter or 30 days from acceptance of FL, whichever is earlier. The certified declaration is
required to be submitted thereafter regularly on a quarterly basis before 15 days of end of subsequent quarter. Additionally
once on an annual basis, the UFCE information would need to be audited and certified by the statutory auditor and a
certificate to this effect signed by the statutory auditor needs to be submitted regularly on an annual basis within 15 days
from the date of closure of the annual audited results. The UFCE information needs to be submitted in lines with the
requirements of the RBI Circular reference DBOD.No.BP.BC.116/21.06.200/2013-14 dated June 3, 2014 and DBOD.No. BP.BC.
85/21.06.200/2013-14 dated January 15, 2014.




b)    In
case of non receipt of certified declaration and the annual certificate signed by the statutory auditor within the above stated
timelines, additional interest upto 2% per annum on all the outstanding facilities except facilities in nature of Bank Guarantees
(including Standby Letter of Credit), Letter of Credit and/or Letter of Undertaking for arranging Buyers Credit on which additional
25% of the documented commission, shall be payable by the Borrower to the Lender.


 


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c)    In
case YBL is required regulatorily to provide for any applicable incremental provision or risk weighted assets on account of unhedged
foreign currency exposure as stated in the declaration, the Borrower agrees that pricing/Interest rate may be revised upwards
by charging additional interest upto 0.25% per annum on all the outstanding facilities except facilities in nature of Bank Guarantees
(including Standby Letter of Credit), Letter of Credit and/or Letter of Undertaking for arranging Buyers Credit on which additional
25% of the documented commission may be charged.




 


		6A.	FINANCIAL/OTHER
                                         COVENANTS	 



		•	Financial
                                         information to be provided half yearly
	 	 	 



		•	100% of
                                         cash flows to be routed through YBL.
	 	 	 



		•	Debt/EBIDTA
                                         <2.0



 


		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.



 


		8	New Circumstances: If
                                         at any time (a) it becomes unlawful for us to make, fund or allow to remain outstanding
                                         any of the Facilities or (b) it is or will become unlawful for you to perform or comply
                                         with any of your obligations under the Facilities, then (i) we shall be entitled to cancel
                                         the Facilities and (ii) if we so reasonably require, you shall on such date as we shall
                                         specify repay all outstandings under the Facilities (together with accrued interest)
                                         and/or pay to us such amount equals to the contingent or future liabilities under the
                                         Facilities.



 


		9	Business Days: Business
                                         days as mentioned in this letter mean any day (excluding Sunday and public holiday) that
                                         banks are open for business.



 


		10	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,
                                         (iii) 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, (v) As per RBI Guidelines, all borrowers are required to declare
                                         details as per enclosed Annexure 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 per annexure 1 are true and correct, (vi) to create 



 


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			security interest in favour of
                                         the Bank/ security trustee/security agent in a form and manner satisfactory to the Bank.
                                         Further, the Bank as a matter of policy does not accept laminated title /security documents.
                                         The Borrower is therefore advised to upfront inform the Bank as to whether the title/security
                                         documents are laminated or not. The Bank further reserves its right to accept or reject
                                         any title/security documents, with or without assigning any reasons. The decision of
                                         the Bank shall be final and binding on the Borrower in this regard.






 


		11	Events
                                         of Default: The following are events of default (each, an “Event of Default”):



 


		(i)	you do not pay any sum payable by you under the Facilities
                                         when due, or



		(ii)	you do not perform or comply with any of your obligations
                                         or terms and conditions under the Facilities, or



		(iii)	any representation, warranty or statement made or deemed
                                         to be made or repeated pursuant to this Letter or in any notice, certificate or statement
                                         referred to herein or delivered hereunder is or proved to be incorrect or misleading
                                         in any manner, or



		(iv)	if any event occurs or any circumstance arises which, in the
                                         Lender’s sole opinion, gives reasonable ground for believing that the you may not be able
                                         to perform or comply with any one or more of the obligations hereunder, or in the event
                                         of any change in the applicable laws, it becomes unlawful for you to continue its obligations
                                         hereunder which opinion shall be binding on you, or



		(v)	any of your or any security party/issuer’s indebtedness
                                         towards any creditor exceeding an aggregate amount of INR 10,000,000/- (Indian Rupees
                                         ten million only) or its equivalent as determined by us is not paid when due pursuant
                                         to court order, decree or judgement to which there lies no appeal, or



		(vi)	Any event, notified by the Lender, which is likely to constitute
                                         Material Adverse Change. Material Adverse Change that shall have occurred (i) in the
                                         Condition, financial or otherwise, prospect or operations of the Borrower or any subsidiaries
                                         or affiliates, present or future, or (ii) which may, in the sole opinion of the Lender
                                         adversely affect the repayment of the Facility amount, or



		(vii)	all or substantially all of the undertaking, assets or properties
                                         of the Borrower or its interests therein are seized, nationalised, expropriated or compulsorily
                                         acquired by the authority of Government, or



		(viii)	any step is taken or proceedings started for your or any
                                         security party/issuer’s dissolution or winding-up or for the appointment of a receiver,
                                         judicial manager, trustee or similar officer of you or any security party/issuer or over
                                         all or any of your or any security party/issuer’s assets, or



		(ix)	change in material ownership structure of the Borrower, or



		(x)	cross default to other material agreements and your other indebtedness.



		(xi)	Failure to 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 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.



 


If
any Event of Default has occurred, then at any time thereafter we shall be entitled to terminate or suspend the Facilities with
immediate effect. Thereafter, you shall forthwith upon our demand repay all outstanding under the Facilities to us, and/or pay
to us such amount equals to the total contingent or future liabilities under the Facilities and we shall have the rights to realise
the security. All remedies either under this Facility Letter or otherwise afforded to us shall be cumulative and not alternative.


 


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		12	Cancellation or Termination:
                                         During the Availability period, the Lender may, in its sole discretion, cancel the
                                         Facilities, if any Event of Default or Potential Event of Default has occurred or if
                                         it becomes unlawful for the Lender to disburse or continue the Facilities to the Borrower.



 


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 of the Facility/Loan without any prior intimation
for such cancellation to the Borrower.


 


Provided
always that overdraft and/or other similar types of facility may be terminated by us and shall be repayable to us upon immediate
notice.


 


		13	Assignment:
                                         (a) We have your consent to assign or transfer any of our rights, benefits and obligations
                                         under the Facilities. (b) You may not without our prior written consent assign or transfer
                                         any of your rights, benefits and obligations under the Facilities.






 


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



 


		15	Disclosure of facilities:
                                         We are 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.



 


		16	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, 2016.



 


		17	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.



 


		18	Supercession: This letter
                                         supercedes all our earlier correspondence in this regard.



 


This
offer shall be valid for acceptance until July 15, 2015. 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.


 


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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/ Sumeet
    Rajani
	Ameya Shripad Gundale
    (Corp. Bnkg)	 	Sumeet Rajani
	Executive Vice President	 	Assistant Vice President
	Corporate Banking	 	Corporate Banking


 


We, Majesco
Software & Solutions India Pvt. Ltd. confirm acceptance of the above terms and conditions:


 





	 	 	 
	Signature(s)
        / Company's stamp

        *[Please
        sign on the preceding pages as well]

        Title:

        Date:

        Place:

        Enclosed:
        Annexure I
	 	 

                                                                            








 


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ANNEXURE
I


 


Details
of Borrowing Arrangements from Other Banks (INR Million)


 


No
Credit Facilities availed from other Banks/Financial Institution


 


 




 


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