UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):              September 14, 2017 (September 13, 2017)

 

Majesco
(Exact Name of Registrant as Specified in its Charter)

 

California 001-37466 77-0309142
(State or Other Jurisdiction
 of Incorporation)
(Commission File Number) (IRS Employer Identification No.)

 

412 Mount Kemble Ave, Suite 110C, Morristown, NJ 07960
 (Address of Principal Executive Offices)

 

Registrant's telephone number, including area code  (973) 461-5200

 

N/A
(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

 

On September 13, 2017, Majesco’s subsidiary, Majesco Software and Solutions India Pvt. Ltd. (“MSSIPL”) entered into an addendum facility letter (the “2017 Addendum”) to its addendum facility letter dated September 27, 2016 with respect to its secured Pre Shipment in Foreign Currency and Post Shipment in Foreign Currency (“PCFC”) facility with Yes Bank dated June 30, 2015. The 2017 Addendum extends the maturity date of the PCFC facility to May 22, 2018 and reduces the maximum borrowing limit from 300 million Indian rupees to 130 million Indian rupees, or approximately $2,028 based upon the exchange rate on September 13, 2017.

 

In addition, on September 13, 2017 MSSIPL entered into a facility letter (the “2017 Facility Letter”) with respect to the PCFC facility with Yes Bank pursuant to which the interest rate of the PCFC facility was amended from LIBOR plus 150 basis points to LIBOR plus 150 basis points plus 2%. The interest rate on the PCFC facility is determined at the time of each advance.

 

The foregoing description is a summary only, does not purport to set forth the complete terms of the 2017 Addendum and 2017 Facility Letter, and is qualified in its entirety by reference to the 2017 Addendum and 2017 Facility Letter filed as Exhibits 10.1 and 10.2, respectively, each of which are hereby incorporated herein by reference.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

 

10.1   Addendum to Facility Letter dated September 27, 2016 between Yes Bank and Majesco Software and Solutions India Pvt. Ltd. dated as of September 13, 2017.
     
10.2   Facility Letter between Yes Bank and Majesco Software and Solutions India Pvt. Ltd. dated as of September 13, 2017.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Majesco
     
  By: /s/ Ketan Mehta
    Ketan Mehta, President and Chief Executive Officer

 

Date: September 14, 2017

 

 

 

 

Exhibit 10.1

 

 

Facility Letter Ref. YBL/MUM/FL/221/2017-2018 August 18,2017 Majesco Software & Solutions India Private Limited 805 President House, Near Ambawadi Circle, Ahmedabad 380 015 Dear Sirs, Ref.: Addendum to Facility Letter no. YBL/MUM/FL/0619/2016-2017 dated September 27, 2016. We, YES Bank Limited ('YBL' or 'the Lender'), are pleased to advise the addendum with reference to Facility Letter no. YBL/MUM/FL/0619/2016-2017 dated September 27, 2016 (the "Facility Letter") with regard to the credit facility to Majesco Software & Solutions India Private Limited (the "Borrower"). The conditions mentioned below replace and /or are in addition to the earlier clauses in our Facility Letter. The other terms and conditions in the said Facility Letter stand mutatis mutandis. 1 Facility Details S. No Facility Description Applicable Rate of Security Financial Covenant / Interest/ Special Terms & Commission Conditions 1 Facility: Pre Shipment in Foreign Currency (PCFC) [Existing Facility] Amount: INR 130,000,000/- (Indian Rupees One Hundred and Thirty Million Only) [Existing Facility reduced Interest: To be decided at the time of disbursement. First Pari Pasu charge over the current assets of the borrower. • Margin: 10% of Order amount • PCFC will be on running account basis • Counter parties for PCFC: Majesco UK Ltd Majesco, USA Majesco Software and Solutions Inc (MSSI) Majesco Canada Ltd (MCAN) Majesco Thailand Co. Ltd. Majesco Sdn Bhd (Malaysia) • Transactions will be for group companies of MSSIPL • Any incremental exposure/ disbursement beyond INR 100 MM to be backed by min 100% goodwill FDR with YBL in company or Majesco Limited. from INR 300 MM] Purpose: Working capital Tenor: Maximum of 3 months Nature: Redrawal permitted within availability period Availability period: 12 months subject to annual review Additional Rate of Page 1 of 5 YES BANK Limited, YES BANK TOWER, IFC 2, 23rd Floor, Senapati Bopat 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 Fax: +91(22) 6669 9060 Website: www.yesbank.in Email: communications@yesbank.in CIN - L65190MH2003PLC143249

 

 

 

 

 

Interest: 2% over and above applicable rate of interest la Facility: Post Shipment Credit in Foreign Currency (PSCFC) [Existing Facility] [Sublimit of facility 1 Interest: To be decided at the time of disbursement. Same as facility 1 above • LC and Non LC Backed Orders • Discounting of Group/ associate entities permitted • Any incremental exposure/ disbursement beyond INR 100 MM to be backed by min 100% goodwill FDR with YBL in company or Majesco Limited • Discounted debtors under PSCFC to be deducted from Monthly SS. above] Amount INR 130,000,000/- (Indian Rupees One Hundred and Thirty Million Only) [Existing Facility reduced from INR 300 MM] Purpose: Working capital Tenor: Maximum of 3 months Nature: Redrawal permitted within availability period Availability period: 12 months subject to annual review Additional Rate of Interest: 2% over and above applicable rate of interest 2 Other Conditions 1 Financial/ Other Covenants • Financial information to be provided Quarterly. • Proportionate cashflow to be routed through YBL account. 2 Documentation and Condition Precedent. As per Annexure I 3 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 Page 2 of 5

 

 

 

 

 

conditions thereof or any other documents or security relating thereto. The facilities will be reviewed by May 22, 2018. All charges/fees paid to the Bank pursuant grant of Facilities hereto are non-refundable. Utilization of the above Facilities shall be subject to discretion of the Bank, compliance to all the conditions precedent, execution of all documents as mentioned above and no event of default or potential event of default having occurred. The Facility Letter shall remain valid and, save for the aforesaid amendments, unchanged. This Addendum to Facility Letter shall form an integral part of the Facility Letter Ref. No. YBL/MUM/FL/0619/2016-2017 dated September 27, 2016. The Borrower unconditionally agrees, acknowledges and undertakes that the Bank has an unconditional right to cancel the Facilities, whether in part or in full, at any time during the currency of the Facilities without any prior intimation of such cancellation to the Borrower. As per RBI Guidelines, all borrowers are required to declare details as per Annexure II 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 in Annexure II are true and correct This offer shall be valid for acceptance until September 17, 2017. 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, YES BANK LIMITED Ameya Shripad Gundale Gurpreet Munial Executive Vice President Vice President Emerging Corporate Banking Emerging Corporate Banking We, Majesco Software & Solutions India Private Limited confirm acceptance of the above terms and conditions: Signature(s) / Company's stamp *[Please sign on the preceding pages as well] Title: Date: 13/09/2017 Place: Navi Mumbai Enclosed: Annexure I & Annexure II Page 3 of 5

 

 

 

 

 

ANNEXURE I DOCUMENTATION AND CONDITIONS PRECEDENT TO DISBURSEMENT The Bank shall not be obliged to disburse the Facilities unless and until, the Borrower shall have complied with the following conditions precedent unless expressly waived by the Bank: (a) Duplicate of this Facility Letter duly and unconditionally accepted and signed on each page by the Borrower's authorised signatory/ies; (b) A certified true copy of the resolutions of the Board of Directors of the Borrower and/or the third security provider, as the case may be, or relevant Committee of Board of Directors: (i) approving the terms of, and the transactions contemplated by the Transaction Documents to which it is a party and resolving that it executes, delivers and performs the Transaction Documents to which it is a party; (ii) authorising a specified person or persons to execute and deliver the Transaction Documents to which it is a party on its behalf; and (iii) Authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Transaction Documents to which it is a party. (c) 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 semi-annual basis; (d) Any other documents/certificates/resolutions/letters as may be required by the Lender(s). "Transaction Documents" as used under this Facility Letter means and include this Facility Letter and all other agreements, instruments, undertakings, indentures, deeds, writings, guarantees, letters of comfort and other documents ( whether financing, security or otherwise) executed or entered into, or to be executed or entered into, by the Borrower or as the case may be, any other person, in relation, or pertaining, to the transactions contemplated by, or under this Facility Letter and/or the other Transaction Document, and each such Transaction Document as amended from time to time. Page 4 of 5

 

 

 

 

 

Annexure I Details of Borrowing Arrangements from Other Banks (INR Million) Position as on 30.04.2017 I. Name and address of bank/ institution II. Facilities availed A. Fund-based credit facilities (Indicate the nature of facilities e.g. working capital / demand loan / term loan / short term loan) / foreign currency loan, corporate loan / line of credit / Channel financing, bill discounting etc. amount and the purpose) As given below B. Non-fund-based facilities other than derivatives (Indicate the nature of facilities e.g. L/C,BG, DPG (I & F) etc. amount and the purpose) As given below III. Present outstanding As given below IV. Overdues position, if any As given below V. Requests for facilities which are under process As given below Name of Bank Fund based limit Fund based O/s Non fund limit Non fund O/s Term Loan limit Term Loan outstanding Yes Bank Ltd 300 96 0 0 - - StanC 200 0 0 0 - - Total 500 96 0 0 - - VI. Main and allied activities with locations Mumbai VII Demands by statutory authorities / current status thereof - Page 5 of 5

 

 

 

 

Exhibit 10.2

 

 

Facility Letter Ref. YBL/MUM/FL/222/2016-2017 August 18, 2017 Majesco Software & Solutions India Private Limited 805 President House, Near Ambawadi Circle, Ahmedabad 380 015 Dear Sir/Madam, Sub: Change in Rate of Interest We, YES Bank Limited ("the Bank"), refer to following facility letters/loan agreements executed by and between the Bank and M/s Majesco Software & Solutions India Private Limited("the Borrower"): a) Facility Letter reference No. YBL/MUM/FL/231/2015-16 dated June 30, 2015; b) Addendum Facility Letter reference No. YBL/MUM/FL/0619/ 2016-17 dated September 27, 2016; c) Indeminity for Export Credit dated: June 18, 2015; (Hereinafter collectively referred to as "Documents"), whereby the Bank has granted following credit facilities to the Borrower: - S.NO Facility Description Applicable Rate of Interest/ Commission Security Financial Covenant / Special Terms & Conditions 1 Facility: Pre Shipment in Foreign Currency (PCFC) [Existing Facility] Amount: INR 130,000,000/- (Indian Rupees One Hundred and Thirty Million Only) [Existing Facility reduced from INR 300 MM] Purpose: Working capital Tenor: Maximum of 3 months Nature: Redrawal permitted within availability period Availability period: 12 months subject to annual review Interest: To be decided at the time of disbursement. First Pari Pasu charge over the current assets of the borrower. • Margin: 10% of Order amount • PCFC will be on running account basis • Counter parties for PCFC: Majesco UK Ltd Majesco, USA Majesco Software and Solutions Inc (MSSI) Majesco Canada Ltd (MCAN) Majesco Thailand Co. Ltd. Majesco Sdn Bhd (Malaysia) • Transactions will be for group companies of MSSIPL • Any incremental exposure/ disbursement beyond INR 100 MM to be backed by min 100% Page 1 of 5 YES BANK Limited, YES BANK TOWER, IFC 2, 23 rd Floor, SenapatiBapat 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 Fax: +91(22) 6669 9060 Website: www.yesbank.in Email: communications@yesbank.in CIN - L65190MH2003PLC143249 

 

 
 

 

 

Additional Rate of Interest: 2% over and above applicable rate of interest goodwill FDR with YBL in company or Majesco Limited. 1a Facility: Post Shipment Credit in Foreign Currency (PSCFC) [Existing Facility] [Sublimit of facility 1 above] Amount INR 130,000,000/- (Indian Rupees One Hundred and Thirty Million Only) [Existing Facility reduced from INR 300 MM] Purpose: Working capital Tenor: Maximum of 3 months Nature: Redrawal permitted within availability period Availability period: 12 months subject to annual review Additional Rate of Interest: 2% over and above applicable rate of interest Interest: To be decided at the time of disbursement. Same as facility 1 above LC and Non LC Backed Orders • Discounting of Group/ associate entities permitted • Any incremental exposure/ disbursement beyond INR 100 MM to be backed by min 100% goodwill FDR with YBL in company or Majesco Limited Discounted debtors under PSCFC to be deducted from Monthly SS. (Hereinafter collectively referred to as “the Facility/ies") Notwithstanding anything in the Documents or any other deed/documents/letters executed in pursuance thereof, the Borrower and the Bank hereby agrees, undertakes and confirms that with effect from __________, rate of the interest of the Facility/ies shall be governed by following provisions: The Borrower shall be liable to pay to the Bank interest on the amounts due under the Facility/ies at Applicable Rate of Interest prevailing on the date of first drawdown and such rate shall be applicable to all drawdown(s) till next MCLR Reset Date, and on MCLR Reset Dates, the Applicable Rate of Interest on all outstanding Facility/ies shall be reset to the Applicable Rate of Interest prevailing on such MCLR Reset Date. Page 2 of 5  

 

 
 

 

 

b. For any subsequent drawdown(s) after the MCLR Reset Date, the Borrower shall be liable to pay to the Bank interest on the amount due under the Facility/ies at the Applicable Rate of Interest prevailing on such MCLR Reset Date and such rate shall be applicable to all drawdown(s) till subsequent MCLR Reset Date and on such subsequent MCLR Reset Date, the Applicable Rate of Interest on all outstanding Facility/ies shall be reset to the Applicable Rate of Interest prevailing on such subsequent MCLR Reset Date. The interest shall be paid by the Borrower on the last business day of each month/quarter. For the purpose of above clause "MCLR Reset Date" shall mean:- A. In case of 1M MCLR - 1 st day of each calendar month; B. In case of 3M MCLR - 1 st day of the month falling after three calendar months (including the month in which drawdown has been made) from the date of relevant drawdown and every 3 months thereafter; C. In case of 6M MCLR - 1st day of the month falling after six calendar months (including the month in which drawdown has been made) from the date of relevant drawdown and every 6 months thereafter; and D. In case of 1Y MCLR - 1 st day of the month falling after twelve calendar months (including the month in which drawdown has been made) from the date of relevant drawdown and every 12 months thereafter; c. Notwithstanding anything contained hereinabove the Bank shall also be entitled (but not obligated) to reset the Spread on the Interest Reset Date, MCLR and MCLR Reset Date on first day of every subsequent month/quarter/half year/one year or at such frequency as the Bank deems fit. d. The Bank shall also have the right to reset the Spread and MCLR Reset Date consequent to any change in the MCLR. Further, the Bank shall have the right to reset the MCLR, MCLR Reset Date as well as the Spread upon occurrence of any of the following: a. RBI revising the standard provisioning requirements for banking assets; or b. RBI enhancing the risk weight age norms for banking assets; or c. RBI changing the norms for classification of banking assets; or d. downward revision in the credit rating of the Borrower and/or third party security provider by a Credit Rating Agency and /or internal ratings; e. occurrence of an event of default or potential event of default; or f. Bank's internal reviews and/or changes in externally prevailing directives of regulatory authorities; or g. RBI changing the methodology for computation of MCLR from time to time. e. Upon reset of the Spread in accordance with sub clause (c) and (d) above, the Bank shall notify to the Borrower of such reset and revised Applicable Rate of Interest and the Borrower shall, from the reset date, pay to the Bank interest on the Facility/ies at the revised Applicable Rate of Interest. f. If any interest remains unpaid on the due date, then the unpaid interest shall be compounded monthly. g. The interest rate/commission is subject to variation in consonance with RBI directions, statutory and regulatory requirements, conditions of money market, availability of loanable funds, internal policy of the Bank, etc. For the purpose of above clauses, the following definitions shall apply: Page 3 of 5 

 

 
 

 

 

"Applicable Rate of Interest" shall mean Spread plus M/Y MCLR. (As per table below) S. No Facility Description Applicable Rate of Interest 1 Facility: Pre Shipment in Foreign Currency (PCFC) [Existing Facility] Amount: INR 130,000,000/- (Indian Rupees One Hundred and Thirty Million Only) [Existing Facility reduced from INR 300 MM] To be decided at the time of disbursement la Facility: Post Shipment Credit in Foreign Currency (PSCFC) [Existing Facility] [Sublimit of facility 1 above] Amount INR 130,000,000/- (Indian Rupees One Hundred and Thirty Million Only) [Existing Facility reduced from INR 300 MM] To be decided at the time of disbursement "Interest Reset Date" and every month/quarter/ half-year/ year thereafter. (As per table below) S. No Facility Description Interest Reset Date 1 Facility: Pre Shipment in Foreign Currency (PCFC) [Existing Facility] Amount: INR 130,000,000/- (Indian Rupees One Hundred and Thirty Million Only) [Existing Facility reduced from INR 300 MM] To be decided at the time of disbursement la Facility: Post Shipment Credit in Foreign Currency (PSCFC) [Existing Facility] [Sublimit of facility 1 above] Amount INR 130,000,000/- (Indian Rupees One Hundred and Thirty Million Only) [Existing Facility reduced from INR 300 MM] To be decided at the time of disbursement "MCLR" shall mean marginal cost of lending rate as determined by the Bank from time to time and announced / notified by the Bank on its website as its marginal cost of lending rate. "Spread" shall mean % ( per cent); (As per table below) Page 4 of 5  

 

 
 

 

 

S. No Facility Description Spread 1 Facility: Pre Shipment in Foreign Currency (PCFC) [Existing Facility] Amount: INR 130,000,000/- (Indian Rupees One Hundred and Thirty Million Only) (Existing Facility reduced from INR 300 MM] To be decided at the time of disbursement la Facility: Post Shipment Credit in Foreign Currency (PSCFC) [Existing Facility] [Sublimit of facility 1 above] Amount INR 130,000,000/- (Indian Rupees One Hundred and Thirty Million Only) [Existing Facility reduced from INR 300 MM] To be decided at the time of disbursement Please also note that all other terms and conditions of Documents or any other deed/documents/letters executed in pursuance thereof remain unchanged, effective and applicable. The Documents and this letter shall be read together and harmoniously and the Documents shall stand supplemented and amended as provided hereinabove. Thanking you, Yours faithfully, YES BANK LIMITED Ameya Shripad Gundale Gurpreet Munial Executive Vice President Vice President Emerging Corporate Banking Emerging Corporate Banking We, Majesco Software & Solutions India Private Limited., hereby absolutely, unconditionally and irrevocably agree, accept and confirm acceptance of the above terms and conditions. Further, we also agree with the Bank that we shall abide by the terms and conditions contained in the Documents or any other deed/documents/letters executed in pursuance thereof remain unchanged save and except as modified by this letter. Signature(s) / Company’s Stamp Title: Date: 13/09/2017 Place: Navi Mumbai Page 5 of 5