Majesco (Form: 8-K, Received: 10/03/2016 16:32:38)

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):

October 3, 2016 (September 27, 2016)

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))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On September 27, 2016, Majesco’s subsidiary, Majesco Software and Solutions India Pvt. Ltd. (“MSSIPL”), formalized an addendum to its secured Pre Shipment in Foreign Currency and Post Shipment in Foreign Currency (“PCFC”) facility with Yes Bank, dated June 30, 2015 and previously disclosed in Majesco’s periodic reports filed with the Securities and Exchange Commission, to extend the maturity date of the PCFC facility to June 17, 2017.

As previously disclosed, this facility is a secured PCFC under which MSSIPL may request 3 months pre-export advances and advances against export collection bills. The maximum borrowing limit is 300,000,000 Indian rupees, or approximately $4,509 at the exchange rate on September 28, 2016. The interest rate on this PCFC facility is determined at the time of each advance. This PCFC facility has a first pari passu charge over the current assets of MSSIPL. Excess outstanding beyond 100,000,000 Indian rupees is to be backed by 100% goodwill fixed deposit receipts in MSSIPL or Majesco Limited. As of September 30, 2016, the Group had $2,000,000 of borrowings outstanding under this PCFC facility and was in compliance with the terms of this facility.

The foregoing summary of the addendum to MSSIPL’s PCFC facility with Yes Bank does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 attached hereto and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

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

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: October 3, 2016

EXHIBIT INDEX

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

Exhibit 10.1

Facility Letter

Ref. YBL/MUM/FL/0619/2016-2017

September 27, 2016

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/231/2015-2016 dated June 30, 2015.

We, YES Bank Limited (‘YBL’ or ‘the Lender’), are pleased to advise the addendum with reference to Facility Letter no. YBL/MUM/FL/231/2015-2016 dated June 30, 2015 (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 Interest/ Commission	Security	Financial Covenant / Special Terms & Conditions
1	Facility: Pre Shipment in Foreign Currency (PCFC) [ Existing Facility ]	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: Ø Majesco UK Ltd Ø Majesco, USA Ø Majesco Software and Solutions Inc (MSSI) Ø Majesco Canada Ltd (MCAN) Ø Majesco Thailand Co. Ltd. Ø 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
	Amount: INR 300,000,000/- (Indian Rupees Three Hundred Million Only) [ Existing Facility reduced from INR 360 MM ]
	Purpose: Working capital Tenor: Maximum of 3 months
	Nature: Redrawal permitted within availability period
	Availability period: 12 months subject to annual review

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la	Facility: Post Shipment Credit in Foreign Currency (PSCFC) [ Existing Facility [Sublimit of facility 1 above ] Amount: INR 300,000,000/- (Indian Rupees Three Hundred Million Only) [ Existing Facility reduced from INR 360 MM ]	Interest: To be decided at the time of disbursement.	First Pari Pasu charge over the current assets of the borrower	• 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
	Purpose: Working capital Tenor: Maximum of 3 months
	Nature: Redrawal permitted within availability period
	Availability period: 12 months subject to annual review

2 Other Conditions

Financial/ Other Covenants

• Finacial information to be provided half yearly.

• Proportionate cashflows to be routed through YBL account.

• YBL facilities to be rated.

Documentation and Condition Precedent.

As per Annexure I

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, 2017.

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.

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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/231/2015-2016 dated June 30, 2015.

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 October 26, 2016. 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

/s/ Ameya Shripad Gundale		/s/ Gurpreet Munial
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:

/s/ Umakant Das
/s/ Pratap Rangnekar

Signature(s) / Company’s stamp

*[Please sign on the preceding pages as well]

Title: Manager — Finance, Manager — Accounts

Date: September 27, 2016

Place:

Enclosed: Annexure I & Annexure II

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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.

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Annexure II

Details of Borrowing Arrangements from Other Banks (INR Million)

Position as on 31.05.2016

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)	0
	B.	Non-fund-based facilities other than derivatives (Indicate the nature of facilities e.g. L/C,BG, DPG (1 & F) etc. amount and the purpose)	0
III.	Present outstanding		0
IV.	Overdues position, if any		0
V.	Requests for facilities which are under process		0

Name of Bank	Fund based limit	Non fund limit	Fund based O/s	Non fund O/s	Term Loan outstanding O/s	Nature of facilities	Purpose of Facilities	Brief description of Securities
ICICI Bank	150	5.67	-	-	-	WC	WC	-
SCB	50	-	-	-	-	WC	WC	-
YBL	360	-	309.6	-	-	WC	WC
Total	560	5.67	309.6

VI.

Main and allied activities with locations

VII

Demands by statutory authorities / current status thereof

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