c 20.05.2020 1. Heighten Automotives Private Limited A.34/1, F/F, Left Portion, Khanpur Extension, ‘Ambe Bajaj, New Delhi - 110062 Also at: 14/3, Mathura Road, Faridabad, Haryana - 121001 [BORROWER] 2 Mr. Manoj Kumar (Also known as Mr. Manoj Basist) Director A34/A, Khanpur Extension, Devli Road, New Delhi - 110062 Also at: 11308, Sector 15, Part B-2, Gurgaon, Haryana IGUARANTOR-] 3. Mr. Neeraj Kumar Director House No. A-2599, Near Gate No 17 Green Field Colony, Amarnagar, Faridabad [GUARANTOR2] 4. M/s Bulland Motors A-34/A, Khanpur Extension, Devli Road, New Delhi - 110062 Also at: 478/2/6, Sona Adda Old Jail Road, Gurgaon [GUARANTOR3] 5. Mr. Ramkesh Basist Partner of M/s. Bulland Motors ‘A-2, Devli Road, Khanpur New Delhi - 110 062 [GUARANTOR-4] 6. Mrs, Magan Basist Partner of M/s. Bulland Motors A3M/A, Khanpur Extension, Devli Road, New Delhi - 110062 aoAlso at A-2, Devli Road, Khanpur New Delhi - 110 062 [GUARANTOR5] Dear Sir, Subject: Legal Notice for Recall of Loan and Invocation of Arbitration We are concerned for Tata Capital Financial Services Limited ("Our Client”) having their registered office at 11" Floor, Tower A, Peninsula Business Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 440013 and branch office at 7® Floor, Videocon Tower, Block El, Jhandewalan Extension, New Dethi ~ 110055, under whose instructions we do hereby address you as follows: You No. 1 a private limited company, having place of business at the abovementioned address along with No. 2, No. 3 and No. 4 (through its partners Nos. 2, 5 and 6) had approached Our Client, and assured and represented that it is in a financially sound position to honour its obligation and requested Our Client for sanctioning the Channel Finance Facility 2 You No. 2. and No. 3 are the personal guarantors to the loan disbursed to No. 1 and have in your personal and individual capacity guaranteed the due repayment of all the amounts due and payable by No. 1 to Our Client under the Channel Finance Facility availed by No. 1. Further, you No. 4 through your partners (Le. Nos. 2, 5 and 6) have also guaranteed the cue repayment of ali the amounts due and payable by No. 1 to Our Client under the Channel Finance Facility availed by No. 1. Relying on the representations and warranties made by all of you, Our Client agreed to provide the Channel Finance Facility to No. 1, who is the primary borrower. Pursuant to your loan application dated 20.06.2016 (which was executed by Nos. 1 to 6), Our Client vide its sanction letter dated 22.06.2016 ("Sanction Letter 1”) sanctioned a Channel Finance Facility for a total amount of INR 30,00,000 (Indian Rupees Thirty Lakhs only) as per the terms and conditions specified therein and repayable in the manner set out therein, which was duly accepted and countersigned by Nos. 1 to 6. 4, Pursuant to the Sanction Letter 1, Nos. 1 to 6 executed inter alia the following documents: () Channel Finance Agreement dated 27.06.2016 (“Channel Finance Agreement 1”) for a sum of INR 30,00,000 (Indian Rupees Thirty Lakhs only) on the terms and conditions set out therein (“Facility”) executed by No. 1 and Our Client; (il) Power of attorney dated 27.06.2016 (“POA 1”) executed by No. 1 in favour of Our Client to effectively carry out the rights under the Channel Finance Agreement 1; (iii) Deed of hypothecation dated 27.06.2016 (“Hypothecation Deed 1”) in favour of Our Client executed by No. 1, wherein Our Client has first and exclusive charge over the present and future current assets and stock in trade and moveable assets of No. 1; az Y(w) (vi) (wit) (viii) Uo) Irrevocable power of attorney dated 27.06.2016 (“IPOA 1”) executed by No. 1 in favour of Our Client to effectively carry out the rights under the Hypothecation Deed 1; You Nos. 2 and 3 executed letter of guarantee dated 27.06.2016 (“Directors Letter of Guarantee”) jointly and severally guaranteeing to repay, on demand, all amounts due and payable by No. 1 including interest, penal interest, other lawful charges, costs, expenses and all other monies payable thereunder to Our Client, upon No. 1 committing any default or delay in repaying the Facility You No. 4 (through its partners, i, Nos. 2, 5 and 6) executed letter of guarantee dated 27.06.2016 (“Bulland Letter of Guarantee”) jointly and severally guaranteeing to repay, on demand, all amounts due and payable by No. 1 including interest, penal interest, other lawful charges, costs, expenses and all other monies payable thereunder to Our Client, upon No. 1 committing any default or delay in repaying the Facility. Further, No. 4 also provided No. 1 the letter of authority dated 27.06.2016 authorizing, Nos. 2, 5 and 6 to execute the Bulland Letter of Guarantee; Letter of undertaking cum indemnity dated 27.06.2016 executed by No. 1 in favour of Our Client in relation to TDS; Net-worth statements furnished by No. 2 and 3 in the form of an affidavit dated 27.06.2016 disclosing their respective net worth; and Letter dated 29.06.2016 in relation to the non-interest bearing deposit kept by No. 1 with Our Client as security for the due discharge of liability owed by No. 1. Upon No.1’s request for renewal and enhancement of the Facility, Our Client vide its sanction letter dated 04.08.2017 (Sanction Letter 2”) enhanced the “Facility” to INR 50,00,000 (Indian Rupees Fifty Lakhs only) as per the terms and condi specified therein and repayable in the manner set out therein. Pursuant to the Sanction Letter 2, Nos. 1 to 3 executed inter alia the following, documents: @ (ii) Channel Finance Agreement dated 16.08.2017 (“Channel Finance Agreement 2") for a sum of INR 50,00,000 (Indian Rupees Fifty Lakhs only) on the terms and conditions set out therein executed by No. 1 and Our Client; Power of attorney dated 16.08.2017 (“POA 2") executed by No. 1 in favour of Our Client to effectively carry out the rights under the Channel Finance Agreement 2; Deed of further charge by extension of hypothecation dated 16.08.2017 (‘Hypothecation Deed 2”) in favour of Our Client executed by No. 1, wherein Our Client has first and exclusive charge over the entire present and future current assets of No. 1; Irrevocable power of attorney dated 16.08.2017 (“IPOA 2") executed by No. 1 in favour of Our Client to effectively carry out the rights under the Hypothecation Deed 2;(v) You No. 2 and No, 3 executed letter of guarantee dated 16.08.2017 ("Directors Letter of Guarantee 2”) jointly and severally guaranteeing to repay, on demand, all amounts due and payable by No. 1 including interest, penal interest, other lawful charges, costs, expenses and all other monies payable thereunder to Our Client, upon No. 1 committing any default or delay in repaying the Facility (vi) Letter of undertaking cum indemnity dated 16.08.2017 executed by No. 1 in favour of Our Client in relation to TDS; (vii) Net worth affidavits dated 16.08.2017 executed by No. 2 é 3 in favour of (Our Client disclosing their respective net worth; (viii) Letter dated 16.08.2017 executed by No. 1 confirming that as of the execution date, INR 23,01,003.97 is outstanding and due to Our Client; (ix) Link letter dated 16.08.2017 executed by No. 1 declaring that consequent to the renewal /enhancement of the Facility, whilst certain documents such as Channel Finance Agreement 2, Directors Letter of Guarantee 2, POA 2, IPOA 2 and Extension of Hypothecation have been executed and handed over to Our Client, the various security documents such as Channel Finance Agreement 1, POA 1, Directors Letter of Guarantee 1, Hypothecation Deed 1 and IPOA 1, along with the relative securities thereunder shall continue to be in full force, valid and binding upon No. 1 and No. 1's liability thereunder is valid and subsisting; and () Finally, Nos. 1 to 3 executed Revival Letter dated 16.08.2017 in favour of Our Client and confirmed that for the purposes of the Indian Limitation Act, 1963, Nos. 1 to 3 continue to be liable to Our Client for the payment of all outstanding dues together with interest, costs, charges and expenses and other monies due and payable to Our Client and the Channel Finance Agreement 1, POA 1, IPOA 1, Directors Letter of Guarantee 1, and Hypothecation Deed 1 continue to remain in full force till the said Facility is fully adjusted and repaid by Nos. 1 to 3 to Our Client. It is pertinent to note that Our Client has not discharged the Bulland Letter of Guarantee and the partners of No. 4 (i.e. No. 2, 5 and 6) continue to be jointly liable to the extent mentioned in the Bulland Letter of Guarantee as well. Upon No.1’s request for renewal and enhancement of the Facility vide application dated 02.03.2018, Our Client vide its sanction letter dated 22.03.2018 (“Sanction Letter 3”) enhanced the “Facility” to INR 2,00,00,000 (Indian Rupees Two Crores only) as per the terms and conditions specified therein and repayable in the manner set out therein. Pursuant to the Sanction Letter 3, Nos. 1 to 3 executed inter alia the following documents: (Channel Finance Agreement dated 26.03.2018 (“Channel Finance Agreement 3") for a sum of INR 2,00,00,000 (Indian Rupees Two Crores only) on the terms and conditions set out therein executed by No. 1 and Our Client; bg10. an (ii) Power of attorney dated 26.03.2018 ("POA 3”) executed by No. 1 in favour of Our Client to effectively carry out the rights under the Channel Finance Agreement 2; (ili) You No. 2 and No, 3 executed letter of guarantee dated 26.03.2018 (Directors Letter of Guarantee 3”) jointly and severally guaranteeing to repay, on demand, all amounts due and payable by No. 1 including interest, penal interest, other lawful charges, costs, expenses and all other monies payable thereunder to Our Client, upon No. 1 committing any default or delay in repaying the Facility; (iv) Deed of further charge by extension of hypothecation dated 26.03.2018 Hypothecation Deed 3°) in favour of Our Client executed by No. 1, wherein Our Client has first and exclusive charge over the entire present and future current assets of No. 1; (v) Irrevocable power of attorney dated 26.03.2018 (“IPOA 3”) executed by No. 1 in favour of Our Client to effectively carry out the rights under the Hypothecation Deed 3; (vi) Letter of undertaking cum indemnity dated 26.03.2018 executed by No. 1 in favour of Our Client in relation to TDS; (vii) Net worth affidavits dated 26.03.2018 executed by No. 2 & 3 in favour of ‘Our Client disclosing their respective net worth; Revival letter dated 26.08.2018 executed by Nos. 1 to 3 declaring that (i) the total outstanding amount due and payable to Our Client under the Facility as on 26.08.2018 is INR 93,73,440.18 (Indian Rupees Ninety Three Lakh, Seventy Three Thousand, Four Hundred and Forty, Paise Eighteen only); and (ii) consequent to the renewal /enhancement of the Facility, certain documents executed earlier such as Channel Finance Agreement 1 and 2, Directors Letter of Guarantee 1 and 2, POA 1 and 2, Hypothecation Deed 1 and 2, and IPOA 1 and 2 along with the relative securities thereunder shall continue to be in full force, valid and binding upon No. 1 and No. 1's liability thereunder is valid and subsisting, In addition to the Facility above, No. 1 also applied for a Term Loan and assured and represented to Our Client that it is in a financially sound position to honour its obligation and requested Our Client for sanctioning the Term Loan. Therefore, Our Client vide its sanction letter dated 09.08.2018 (“TL Sanction Letter”) sanctioned a Term Loan for a total amount of INR 40,00,000 (Indian Rupees Forty Lakhs only) as per the terms and conditions specified therein and repayable in the ‘manner set out therein, which was duly accepted and countersigned by Nos. 1 to 3 Pursuant to the TL Sanction Letter, Nos. 1 to 3 executed inter alia the following, documents: (i) Term Loan Agreement dated 17.08.2018 (“Term Loan Agreement”) for a sum of INR 40,00,000 (Indian Rupees Forty Lakhs only) on the terms and conditions set out therein ("Term Loan") executed by No. 1 and Our Client; (i) You Nos. 2 and 3 executed letter of guarantee dated 17.08.2018 ("TL Letter of Guarantee”) jointly and severally guaranteeing, to repay, on demand, all amounts due and payable by No. 1 including interest, penal interest, other wget12 13, 44, 15, lawful charges, costs, expenses and all other monies payable thereunder to Our Client, upon No. 1 committing any default or delay in repaying the Term Loan; (iii) Demand Promissory Note dated 17.08.2018 in favour of Our Client for the amount of INR 40,00,000; (iv) Net-worth statements furnished by No. 2 and 3 in the form of an affidavit dated 17.08.2018 disclosing their respective net worth; and Letter of undertaking cum indemnity dated 17.08.2018 executed by No. 1 in favour of Our Client in relation to TDS. Upon No.1's request for renewal and enhancement of the Facility, Our Client vide its sanction letter dated 09.05.2019 ("Sanction Letter 4”) renewed the “Facility” for INR 2,00,00,000 (Indian Rupees Two Crores only) as per the terms and conditions specified therein and repayable in the manner set out therein, Pursuant to the Sanction Letter 4, Nos. 1 to 3 executed inter alia the following documents: (Channel Finance Agreement dated 03.06.2019 ("Channel Finance Agreement 4”) for a sum of INR 2,00,00,000 (Indian Rupees Two Crores only) on the terms and conditions set out therein executed by Nos. 1 to 3 and Our Client. Nos. 2 to 3 have also given their respective unconditional and irrevocable personal guarantees for the due repayment of the Facility by No. 1 vide Clause 8 of the Channel Finance Agreement 4; (i) Net-worth statements furnished by No. 2 and 3 in the form of an affidavit dated 27.06.2019 disclosing their respective net worth; and (iti) Revival letter dated 03.06.2019 executed by Nos. 1 to 3 declaring that (i) the ‘otal outstanding amount due and payable to, Our Client under the Facility as on 03.06.2019 is INR 1,72,00,000 (Indian Rupees One Crore and Seventy Two Lakhs only); and (ji) consequent to the renewal /enhancement of the Facility, certain documents executed earlier such as Channel Finance Agreement 3, Directors Letter of Guarantee 3, POA 3, Hypothecation Deed 3, and letter of undertaking cum indemnity dated 26.03.2018; along with the relative securities thereunder shall continue to be in full force, valid and binding upon No. 1 and No. 1's liability thereunder is valid and subsisting, That each of you have executed infer alia financing documents for the said Facility and under the said Facility at your request, Our Client has made the disbursements. That all amounts ‘disbursed pursuant to the Facility, were sanctioned and disbursed by Our Client to No.1 and the said Facility was availed and utilized by No. 1. However, No. 1 has committed defaults in repayment of the amounts due and payable together with interest, additional / penal interest, other lawful charges, costs, expenses, and all other monies payable to Our Client as agreed under the financing documents. In view of the defaults committed by No. 1 in relation to the Facility, each of you arrayed as No. 2 and No. 3 hereinabove, as personal guarantors to No. 1, are also wilfully neglecting to repay the entire outstanding dues under the Facility and thus are liable under the Channel Finance Agreement 3, Channel Finance iy ai16. 17. 18. 19, 20. a Agreement 4, and Directors Letter of Guarantee 3 as well as other financing documents executed hereinabove in favour of Our Client. In view of the defaults committed by No. 1 in relation to the Facility, each of you arrayed as No. 2, No. 5 and No. 6 (as partners of No. 4) hereinabove, as guarantors to No. 1, are also wilfully neglecting to repay the entire outstanding dues under the Facility and thus are liable under the Channel Finance Agreement 1 and Bulland Letter of Guarantee as well as other financing documents executed hereinabove in favour of Our Client. Similarly, each of you from No. 1 to No. 3 have executed inter alia financing documents for the said ‘Term Loan and under the said Term Loan at your request, (Our Client has made the disbursements. That all amounts disbursed pursuant to the Term Loan, were sanctioned and disbursed by Our Client to No. 1 and the said Term Loan was availed and utilized by No. 1. However, No. 1 has committed defaults in repayment of the amounts due and payable together with interest, additional /penal interest, other lawful charges, costs, expenses, and all other ‘monies payable to Our Client as agreed under the Term Loan Agreement. In view of the defaults committed by No. 1 in relation to the Term Loan, each of you arrayed as No. 2 and No. 3 hereinabove, as personal guarantors to No. 1, are ‘also wilfully neglecting to repay the entire outstanding dues under the Term Loan and thus are liable under the Term Loan Agreement and TL Letter of Guarantee as ‘well as other financing documents executed hereinabove in favour of Our Client. ‘That your failure to make payment to Our Client constitutes “Event of Default” as per (i) Clause VI of the Channel Finance Agreement 3 and Clause 15 of the Master ‘Terms and Conditions (which form part of the Channel Finance Agreement 4) in relation the Facility and (ji) Clause 12 of the Term Loan Agreement in relation to the Term Loan, In view of the Event of Default, Our Client has become entitled (i) under Clause VI of the Channel Finance Agreement 3 and Clause 16 of the Master Terms and Conditions (which form part of the Channel Finance Agreement 4) to recall the Facility and call upon you all to repay the entire outstanding Facility amount, forthwith; and (ii) under Clause 13 of the Term Loan Agreement to recall the Term Loan and call upon you all to repay the entire outstanding Term Loan amount, forthwith. In the circumstances aforesaid and in view of the defaults committed by all of you, each of you are hereby, jointly and severally, liable to make immediate repayment of the entire outstanding dues amounting to (i) INR 1,92,51,639/- (Indian Rupees ‘One Crore Ninety Two Lakhs Fifty One Thousand Six Hundred and Thirty Nine only) due as on 06.05.2020 in relation to the Facility, along with further interest, additional interest, cost, charges, and expenses till payment and/or realization thereof; and (ii) INR 4,53,565/- (Indian Rupees Four Lakhs, Fifty Three Thousand, Five Hundred and Sixty Five only) due as on 06.05.2020 in relation to the Term Loan, along with further interest, additional interest, cost, charges, and expenses till payment and /or realization thereof. In pursuance thereof, as per the books and accounts maintained by Our Client in the ordinary course of business, we are instructed by Our Client to call upon (i) all of you (Nos. 1 to 6), which we hereby do, jointly and severally, to immediately pay to Our Client a sum of INR 1,92,51,639/- (Indian Rupees One Crore Ninety Two Lakhs Fifty One Thousand Six Hundred and Thirty Nine only) due as on Qu -2. 24. 06.05.2020 in relation to the Facility, along with further interest, additional interest, cost, charges, and expenses till payment and/or realization thereof; and (i) all of you (Nos. I to 3), which we hereby do, jointly and severally, to immediately pay to (Our Client a sum of INR 4,53,565/- (Indian Rupees Four Lakhs, Fifty Three ‘Thousand, Five Hundred and Sixty Five only) due as on 06.05.2020 in relation to the Term Loan, along with further interest, additional interest, cost, charges, and ‘expenses till payment and/or realization thereof; immediately from the date of this notice, failing which Our Client shall be constrained to take such measures without prejudice to Our Client's other rights and remedies under the various financing documents hereinabove, or otherwise in law, to which Our Client may be entitled to against all of you (Nos. 1 to 6) for recovery thereof, and all of you (Nos. 1 to 6) shall be liable for all the costs and consequences thereof. In the event, you (Nos. 1 to 6) fail to comply with your payment obligations, it shall be presumed that disputes, differences, claims etc. have arisen between you and Our Client and this notice may be treated as notice invoking arbitration under (i) Clause XV of the Channel Finance Agreement 3, Clause 29 of the Directors Letter of Guarantee 3, and Clause 12 of the Channel Finance Agreement 4 in relation to the Facility; and (ii) Clause 19.4 of the Term Loan Agreement and Clause 29 of the TL Letter of Guarantee, in relation to the Term Loan. Please note that if you, jointly and severally, fail to pay the aforesaid recalled amount then Our Client shall be constrained to initiate all appropriate legal remedies in the nature of civil and /or criminal available to Our Client against you, jointly and severally, solely at your cost and peril, including (i) filing application as a financial creditor under the Insolvency and Bankruptcy Code, 2016 and initiate corporate insolvency resolution process by appointment of a resolution professional and/or (ii) issuing notice under SARFAESI Act to enforce security. We however, hope that good counsel will prevail on you and you will comply with the requisitions contained in this letter and will not force Our Client to initiate legal actions as stated herein above. Kindly note that this notice is Without Prejudice to the other rights and contentions of Our Client against you (Nos. 1 to 6) in terms of the documents and as available to them in law. Copy retained in our office for further legal action.