INDIA NON JUDICIAL Government of National Capital Territory of Delhi e-Stamp Certificate No. 2 IN-DLG7700871548145M is Certificate Issued Date 22-Aug-2014 05:41 PM | iB Account Reference 1 IMPACC (\V)/ dI721003/ DELHY/ DL-DLH | Unique Doe. Reference : SUBIN-DLDL72100302774491263709M i Purchased by 1: SEASONS TEXTILES LIMITED i Desoription of Document 2 Article § Genoral Agreement | + Property Description + Not Applicable Consideration Price (Rs.) 0 (Zero) First Party SEASONS TEXTILES LIMITED i ‘Second Partly : CANARA BANK ay ‘Stamp Duty Paid By : SEASONS TEXTILES LIMITED a ‘Stamp Duty Amount(Rs.) 2 50 @ (Fifty only) ee aft Be a eed ed ae 33 TS -a+-Please write or type below this line... GUARANTEE AGREEMENT NF370. St Bs Be THIS: AGREEMENT made this 2" day of & August 2014 Between 1 Mis. Seasons Textiles Utd, D- 29, Ground Floor, Defence Colony, New Delhi-110024 2/hereinafter termed the Borrower 2 Mis. Seasons Furnishings Ltd. Regd office at D-29, Ground Floor, Defence Colony, New Delhi-110024 herein after termed the ‘Guarantor(here write the For Seasons Furnishings Limited 7 1[Page For Seascns Texitles Laie Mane [Wadhwa ‘Markdging Director ete tos ve vos own ate ent. Py Serpe te ct one Cateah o¢ sen ocboney Does rom hs Cape Mastfull name and description of the Guarantors like Company/Partnership/Trustindividuals etc.) and CANARA BANK, a body corporate constituted under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, Head Office at Jayachamarajendra Road, Bangalore and ‘among others an office at Parliament Street, New Delhi-110001 and represented by their Manager and duly constituted Attomey, 3 Sh. Vinod Khanna hereinaiter termed the ‘Bank’ which expression shall be deemed to include their assigns, successors and attorneys witnesseth Whereas the Guarantor has requested the Bank to grant financial assistance to the Borrower by way of facilities, including guarantees subject to the specific condition that the Guarantor shall unconditionally and irrevocably guarantee the repayment of all amounts advanced and all liabilities guaranteed by the Bank as also all amounts which may be advanced and all guarantees which may be issued by the Bank from this day. And whereas in consideration of the Bank's agreeing to do so and in consideration of the Bank's agreeing at the request of the Guarantor not to require immediate payment of any amount now due from the Borrower to the Bank and in consideration of any sums which may hereafter be advanced by the Bank to the Borrower, and in consideration also of the Bank's hereafter granting financial accommodation to the Borrower by way of renewal of facilities from time to time at the discretion of the Bank without previous intimation to the Guarantor of such renewal the guarantor has agreed to guarantee payments of all amounts due by the Borrower to the Bank subject to the terms end conditions hereinafter set forth, and whereas the Bank has agroed thereto, This AGREEMENT WITNESSETH that in consideration of the premises the Guarantor both hereby Agree to indemnify the Bank against ali loss and to pay and satisfy to the Bank on demand the "General Balance” due from the Borrower and the expression “General Balance” shall be deemed to include all and every sum and sums of money and the amount of interest at such rates as charged from time to time and claimed by the Bank, which are now or shall at any time to be owing to the Bank in any of its offices on any account whatsoever whether the "Borrower" solely or from the Borrower jointly with any other or others in porinership or otherwise whether as principal or surety or otherwise and whether such liabilities have matured or not and whether they are absolute or contingent including all liabilities in respect of advances, guarantees, letter of credit, cheques, Hundies, Bills, Notes, Drafts and other negotiable instruments, drawn, accepted, endorsed or guaranteed by the Borrower and in respect of interest at the rate agreed upon with monthly/quarterly rests, commission and banking charges and in respect of all costs, charges and expenses which 2[Page faa For Seasons Yextiles Limited For Seasons Furnjighings Limite ow 5 SIADHWA ‘Mandeep S. Wadhwa 7 rector ‘Managing Directorthe Bank may incur in paying any rent, rate, taxes, duties, calls, installments, legal ‘and other professional charges or other outgoings whether for the insurances, repair, maintenance, management, realization or otherwise in respect of any property, movable or immovable or any chattels actionable claims or scrip securities or title deeds pledged, mortgaged or assigned to or deposited with the bank as security for the due payment and discharge of Borrowers liability to the Bank ‘The total liability enforceable against the guarantor/s undér this agreement shall not exceed a sum of Rs.7,12,31,000/(Rupees Seven Crores Twelve Lacs Thirly One Thousand only) Plus interest thereon at 9% per annum above the ongoing Base Rate with a minimum of 19.20% per annum compounded monthly from the date of demand by the bank upon the guarantor/s for payment and expenses, charges, penal interest, etc., es debited in the account from time to time or at such other rates. as may be specified by the Bank are also payable by the Guarantors. "Base Rate shall be subject to change from time to time as may be notified in Canara Bank Website and notice board of the branch, which shall be conclusive notice to the guarantors.” The guarantor/s hereby specifically agreesiagree that he/shelthey is/are not entitled to any reduction in the rate of interest agreed by him/herthem at the time of sanction and also that helshelthey is/are bound to pay any upward revision in the said rate of interest stipulated at the time of sanction and intimated by the Bank from time to time. ‘The guarantor/s hereby specifically agrees/agree that helsheithey waives/waive the notice of variation of interest including enhancement from time to time as revised by the Head Office of the bank. He/shelthey further agrees/agree that such variation in the rate of interest notified in the notice board in the bank premises shall be sufficient notice to him/herthem and that he/she/they agrees/agree to pay interest at the rate notified in the Notice Board from time to time until ali dues are cleared in full NOTWITHSTANDING the Borrower's account or accounts with the Bank may be brought to credit or the credit given to the Borrower fully exhausted or exceeded howsoever the said financial accommodation be varied or changed or renewed from time to time notwithstanding ‘any payments from time to time or any setilement of Accounts or payments in settlement of the balance that may be due from time to time, this guarantee shall to the extent aforesaid, be @ continuing guarantee for payment of the ultimate balance to become due 29 the Bank by the Borrower. The liabilities of the Guarantors under these presents shall be construed as joint and several. This guarantee shall be a continuing guarantee notwithstanding the death of any one For Seasons Textiles, 3]Page ‘ For Seasons Furnishiggs Limited we IWDe: OC nonna Marblons 8. Warts Monay ~: Direstoror more of the Guarantors and shall be binding on the representatives and the estates of the deceased Guarantors. In case of discontinuance of the Guarantee as to one or more of the guarantors at the discretion of the Bank , the Bank shall be at liberty to open a fresh account or accounts with Borrower, and to appropriate thereto all payments subsequently made to the Bank by him or ‘others on his behalf and to allow such amounts to be subsequently drawn out by the Borrower, without prejudice to the liability of the guarentors under this guarantee unless the person paying in such amounts shall at the time direct the Bank in writing specially to appropriate the same to the old account. The Guarantor hereby consents to the bank’s making any variance that the Bank may think fit in the terms of the Bank's contract with the Borrower, to the Bank's determining, enlarging or varying any credit to the Borrower to the Bank’s making any composition with the Borrower or promising to give the Borrower time or not to sue him and to the Bank's parting with any security the Bank may hold for the guaranteed debt. The guarantor also agrees that the Guarantor shall not be discharged from his liebil ‘any act or omission of the Bank legal consequence of which may be to discharge Borrower or by any act of the bank which would but for this present provision, be inconsistent with the Guarantor’s right as surety or by the Bank’s omission to do any act which, but for this present provision, the Bank's duty to the Guarantor would have required the Bank to do. Though as between the Borrower and the Guarantor, the Guarantor is surety only, the guarantor agrees that as between the Bank and the Guarantor, the Guarantor is the principal debtor, jointly with the Borrower. Accordingly, the Guarantor waives all of the rights conferred on him by Section 190, 193, 134, 135, 139 and 141 or any other relevant provision of the Contract Act. by the Bank's releasing the Borrower or by {f the borrower shall become insolvent or enter into any arrangement, or make any composition with his creditors the Bank may (notwithstanding payment to the Bank by the Guarantor or any other person of the whole or any part of the amount hereby guaranteed) to rank as creditor and prove against his estate for the full amounts of the Bank’s claim, or agree to end accept any composition in respect of the same, and the Bank may and shall receive ‘and retain the whole of the dividends composition or other payments thereon to the exclusion of all the rights of the Guarantor in compulation with the Bank, until the Bank's claim is fully satisfied; and Guarantor shall not by paying off the sum guaranteed or any part thereof or upon any other ground, prove or claim to prove or respect of the sum guaranteed or any part thereon until the whole of the Bank’s claim against the Borrower has been satisfied. mited* For Seeder oaies t mos VS waonws Zing Direcie os 4y{d? Seasons Furnishing Limited NS. Mandeep S. Wadhwa Wi ne DirectorAny account settled or stated by or between the bank and the Borrower or admitted by him or on his behalf may be adduced by the Bank and shall in that case be accepted by the Guerantors and each of them and their respective representatives as conclusive evidence that the balance or amount thereby appearing is due from the Borrower to the Bank. A cettiicate In writing under the hand of the Manager or thé Officer of the Bank stating the ‘amount at any particular time due and payable to it under the guarantee shall be conclusive evidence as against the Guarantor, his representatives and estate. ‘The guarantee shall be in addition to and shall not in any way be prejudiced or affected by any collateral or other security or guarantee now or hereafter to be held by the Bank. ‘Any notice may be served on the Guarantor personally or by sending the same in a prepaid cover to the address registered with the Bank and when no such address is registered, to the last known place of address of the person to be served and a notice so sent shall be deemed to be served on the third day following that on which it is posted, We understand and agree that this guarantee executed is irrevocable. In these presents the singular number shall be deemed to include the plural. Whenever the Borrower/Guarantor is an individuat it shall be deomed to include his heirs, administrators and assigns. Whenever the Borrower/Guarantor is a Firm, Limited Company or other Corporation, Committee, Association or unincorporated body the several expression shall be deemed to include the members of the Firm, Limited Company or other Corporation or of any Commitlee ‘or Association or unincorporated body as the case may be, the expression ‘Firm’ shall be further deemed to include the members hereof whether the same be registered or not and the constitufion thereof in whatsoever manner varied by death, Insolvency, retirement or admission of members or otherwise such firm to include also all joint Hindu families carrying on business. This guarantee shall not be affected by any change in the constitution of the Bank, its successors or assigns, or by its absorption of or by its amalgamation with any other bank or Banks. The guarantor hereby authorizes the borrower herein to act as his agent to give acknowledgement of liability in respect of the "General balance” due under this agreement from time to time. The Guarantor hereby declares that he is at all times bound by such acknowledgements of liability given by the Borrower from time to time. For Seasons, Textiles imited ae Nag InDER roma Wadhwa Nishaying Director For Seasons Furnishings 5|Page Mangeer S.The guarantor hereby agree as a pre-condition for granting assistance to the borrower by the Bank that, in case the borrower and guarantor commit default in repayment of the loan / advances or in the repayment of interest thereon or any of the agreed installment of the loan fon the due date / s, the Bank and / or the Reserve Bank of India will have an unqualified right to disclose or publish his / her / their name or the name of the Company /firm / unit and its directors / partners / proprietors along with the photographs of borrowers and guarantors in such manner and through such medium as the Bank or Reserve Bank of Inuéa in their absolute discretion may think it We understand that as @ pre-condition, relating to grant of the loans/advances/other non-fund based credit facilities to» M/s, Seasons Textiles Ltd. (ename of the borrower/s) and furnishing of guarantee in relation thereto, Canara Bank, requires consent of the guarantor/s of the credit facility, granted.to be granted by the Bank for disclosure of information end data relating to the guarantoris, any credit facility availed of by the guarantoris, obligation as assumed by the guarantorls, in relation thereto and default, if any, committed in discharge thereof |. Accordingly, we, hereby agree and give consent for the disclosure ty the Canara Bank of all or any such: a) Information and data relating to me/us. b) The information or data relating 10 any credit facility availed offto be availed, by melus, and } Default, if any, committed by mefus, in charge of myfour such obligation as Canara Bank may deem appropriate and necessary to disclose and furnish to Credit Information Bureau (India) Ltd., and any other agency authorized in this behalf by RBI ji, We declare that the information and data furnished by me/us to the Canara Bank are true and correct. iii, We undertake that: a) the Credit Information Bureau (India) Ltd., and any other agency so authorized may Use, process the said information and data disclosed by the Bank in the manner as deemed fit by them; and b) the Credit Information Bureau (India) Ltd., and any other agency so authorized may furnish for consideration, the processed information and data or products thereof Prepared by them, to banksifinancial institutions and other credit grenters or registered users, as may be specified by the Reserve Bank in this behalf 6} 8Gkasons Furnishifgs Limited For Seasons Textiles Limited afdecp S. Weahwa Mae Seia DirectorFurther, Ve hereby confirm that Wwe shall not raise any dispute in what so ever manner regarding informationidetails furnishedito be furnished to CIBIL/other authorities and same is binding on me/us. IN WITNESS whereof the Borrower, the Guarantor and the Bank have hereunto affixed their hands the day and year above written at New Delhi For Seasons Textiles Limited For Seasons Furnishings Limited OER rer ox Miccp 8. Wadhwa y #anaging Dhecten eae ae Managing Director a a 7[Page