Terms and Conditions – for OD/ Loan Facility Against FD/RD

 

 

Last Updated Date - October 08, 2025

 

GENERAL

 

These Terms and Conditions (‘Terms’) apply to and govern the provision of the Facilities (as defined in the Application) granted / extended by ICICI Bank Limited (‘Bank’) to the Borrower, against Fixed Deposit(s) / Recurring Deposit(s) (‘Term Deposits’) pursuant to an Application (as defined herein below) made in this behalf, which may be accepted or declined by the Bank at its sole discretion. These Terms are also applicable to the Facility availed through any digital modes including iMobile and Net Banking.

 

The Borrower and the Depositor, as applicable, shall be deemed to have unconditionally agreed to and accepted the Terms and their applicability to the Facility and made such representations / undertaking by submitting  the Application. These Terms will be in addition to and not in derogation of the Terms and Conditions specified in the Application. 

 

 

    1. DEFINITIONS/ INTERPRETATION

 

        1.1. ‘Account’ means the operative Current Account under which the Facility limit shall be set up / funds will be disbursed. 

 

        1.2. ‘Application’ means the application made by the Borrower, along with co-Borrower(s), if any, in the form specified by the Bank, with information, particulars, declarations and clarifications for availing the Facility.

 

        1.3. ‘Borrower’ means each applicant, co-applicant specified in the Application form, who have jointly and/or severally, applied for and to whom the Facility has been granted by the Bank. This shall include their heirs, executors, legal representatives. If the Borrower is a Sole Proprietorship, the term Borrower shall include the Sole Proprietor and his/her legal heirs, administrators, executors and legal representatives. If the Borrower is a joint Hindu Undivided Family (HUF), it shall include the Karta and any or each of the adult members of the HUF and their survivor(s) and his / her / their respective heirs, executors, administrators.

 

        1.4. ‘Business Day’ for the purpose of the transaction documents, means a day on which the relevant office of the Bank or such other office, as may be notified by the Bank to the Borrower, is open for normal banking operations.  

 

        1.5. ‘Depositor’ means each applicant or co-applicant to the Application, who maintains a Fixed Deposit (singly or jointly) with the Bank against which the Facility has been granted.

 

        1.6. ‘Due Date’ means the date(s) on which any amount(s) is/are due, as specified in the Application and/or these Terms or as specified in any Demand Notice issued by the Bank at any time.

 

        1.7. ‘Facility’ means the amount granted by the Bank to the Borrower not exceeding the aggregate of the amount specified in the Application and is set up as a limit set on the Account.

 

        1.8.  ‘Key Fact Statement’ or ‘KFS’ or ‘Most Important Terms and Conditions’ or ‘MITC’ shall collectively mean the Most Important Terms of the Facility, including the Overdraft Limit, Interest Rate, Penal Charges, Tenure, Repayment Schedule and other terms of the Facility. These terms may be communicated to the Borrower through web links over e-mail / short message services (SMS), web links on the website or by other means of physical or electronic communication.

 

        1.9. ‘Material Adverse Effect’ means the effect or consequence of any event or circumstance, which in the sole opinion of the Bank, is or is likely to be i) adverse to the ability of the Borrower / Depositor to perform or comply with any of their respective obligations under the Transaction Documents; or ii) prejudicial to any of the businesses or financial condition of the Borrower. The opinion of the Bank on the above-mentioned shall be final and binding. 

 

        1.10. ‘Material Terms’ with respect to the Facilities, means the provisions relating to: (i) the payment/repayment obligation (including principal, interest, fees, charges) of the Borrower under the Facility; (ii) creation/perfection/furnishing of securities in terms of Transaction Documents; (iii) any credit support (including, without limitation, any guarantee or indemnity) provided/agreed to be provided in relation to the Facility (iv) compliance with financial covenants, security related covenants and information covenants; and (v) end use of the Facility. 

 

        1.11. ‘Penal Charges’ mean an additional charge payable by the Borrower(s) to the Bank in case of breach of any Material Terms. 

 

        1.12. Reference to ‘Transaction Documents’ in the Terms shall mean the Application, the Terms, KFS / MITC and all other documents, whether financing, security, undertaking or otherwise executed in relation to, or pertaining to the Facilities. 

 

        1.13. Reference to ‘relevant person’ includes the Depositor(s) / Borrower(s).

 

        1.14. All capitalised terms used herein but not defined shall have the respective meanings assigned to them in the Application.

 

        1.15. To the extent of any inconsistency between the Terms stipulated herein and the Application, the Terms and Conditions contained in the Application shall prevail. 

 

    2. TERMS OF THE FACILITY 

 

        2.1. The Borrower may  apply in the prescribed form of an ‘Application’ for the Facilities, to the Bank. The Bank shall be entitled at its sole discretion, to accept or decline such Application. 

 

        2.2. The Bank shall grant the Facility in the Account of the Borrower maintained / to be maintained with the Bank. The Facility shall not, at any point of time, exceed the limits specified in the Application. The Borrower may draw the Facilities  out of the Account(s) from time to time. 

 

        2.3. The Borrower shall be entitled to avail of / seek drawals under the Facilities, provided the Borrower complies with the Terms and the other Transaction Documents and there being no subsisting Event of Default. The Borrower recognises that the Facility limit may be increased or decreased, as may be determined by the Bank. 

 

        2.4. The Borrower further understands and confirms that the drawals under the Facilities can be made by the Borrower only till the expiry date of the Facilities. The tenure / last payment date of the underlying instruments shall not exceed the earliest expiry date of the Facility. The Depositor shall furnish a request for renewal of Facility at least 15 days prior to the Facility's expiry date. The Bank may, on such Terms and Conditions as the Bank may deem fit, agree to the Borrower’s request for renewing the limits of the Facilities.

 

        2.5. The Borrower shall, unless otherwise agreed to by the Bank, repay / pay all the amounts outstanding under the Facilities to the Bank forthwith, on the Bank’s demand, together with all interest, costs, charges (including Penal Charges), expenses and monies whatsoever stipulated in or payable with respect to the Facilities as per the terms specified in the Transaction Documents. Unless such demand is made, the Borrower shall pay / repay the Facilities on the earliest maturity date(s) of the Term Deposits. If there are multiple Term Deposits offered as security with different maturity dates, the period of the Facility shall not exceed the earliest of the maturity date of the said Term Deposit. 

 

        2.6. During the subsistence of the Facility, if the Borrower changes his status to a non-resident, the Bank may at its sole discretion allow continuance of the Facility or suspend / cancel the Facilities after adjusting the Term Deposit and any interest accrued thereon against the Facilities.  

 

        2.7. The funds to be remitted as per the above-mentioned point, shall be remitted from the Account maintained with the Bank on a daily / weekly / fortnightly / monthly / quarterly basis or such other frequency as may be specified by the Borrower.

 

        2.8. The fund transfers from the Account will only be allowed to the linked Savings / Current Account. Cash deposits into Account and fund transfers to and from the Account via UPI, IMPS, NEFT, RTGS to any other accounts, shall not be allowed for retail individual customers.

 

        2.9. The Borrower agrees that the Facilities shall not, at any one time, exceed the limits specified in the Application. If the Borrower overdraws the Account(s) or exceeds the agreed Facility limit at any point of time, the Borrower shall immediately pay / repay such amount overdrawn along with any interest, commission and other charges. Any unpaid interest shall be capitalised at the end of each calendar month and added to the principal amount for the purpose of calculating subsequent interest. The Bank may, at the specific request of the Borrower and at its own discretion, allow drawals beyond the above-mentioned limits for such period, as may be permitted by the Bank. The grant of such excess drawings to the Borrower shall be liable to be suspended / discontinued / revoked by the Bank without any notice to the Borrower. The Borrower shall repay all such excess drawings on demand, unless otherwise specified by the bank. Till repayment of such excess drawings, the excess drawn amounts shall be subject to payment of interest and penal charges at the applicable rates, as set out in the KFS / MITC or as prescribed by the Bank at that time. All the provisions of the Transaction Documents will extend to cover excess drawings. 

 

        2.10. The above-mentioned drawals / disbursed amounts shall be utilised by the Borrower for the purpose as stipulated in the Application (‘Purpose’). The Borrower shall, if the Bank so desires, within such time and manner acceptable to the Bank, furnish a certificate and / or such other valid proofs (including without limitation valid invoices, bills, receipts, acknowledgements, etc.) affirming that the Facility has been utilised for the Purpose. If for any reason the Borrower finds itself unable to comply with this condition, he / she shall immediately inform the Bank in writing of the same and the reasons therefore and shall unless otherwise agreed to by the Bank, repay forthwith the outstanding balance of the Facility together with interest and all other monies payable in respect thereof. 

 

The Facility either in part or full will not be used for investment in capital Market,  ESOP’s (Employee Stock Ownership Plan), land acquisition, cost of fungible FSI (Floor Space Index), premium, cost of TDR (Transferable Development Rights) and other cost akin to financing land acquisition, acquiring equity shares of Indian company/ies, buyback of shares of Indian company, funding of promoter’s contribution in the Project or any other purpose, which is prohibited or any illegal activity.

 

        2.11. The Borrower shall use the Facilities only for the permitted activities under the Foreign Exchange Regulations and not for the purpose of arbitrage, speculation / investment in capital markets, lending or carrying on agricultural / plantation activities or investment in real estate business or for purchase of gold in any form, including primary gold, gold bullion, gold jewellery, gold coins, units of gold Exchange Traded Funds (ETF) and units of gold Mutual Funds. The Borrower shall ensure that there is no direct or indirect foreign exchange consideration received by the Depositor(s) for agreeing to place the deposits to avail the Facilities and declare and confirm that Facilities will not be used for either arbitrage or speculation or investment in capital markets.

 

        2.12. If any monies are remaining due and payable by the Borrower to the Bank, whether under the Transaction Documents or otherwise, the Bank may at its sole discretion, reduce the availability of the limits of the Facilities and / or adjust such monies against the respective available limits and all such adjustments shall be treated as drawals by the Borrower. 

 

        2.13. The Bank reserves the unconditional right to cancel the Facility Limits advanced / to be advanced under the Facility (either fully or partially) without giving any prior notice to the Borrower, on the occurrence of any one or more of the following:(i) in case the overall limits or part of the overall limits are not utilised by the Borrower or (ii) in case of deterioration in the creditworthiness of the Borrower in any manner whatsoever or (iii) in case of non-compliance with the Terms and Conditions of the Transaction Documents.

 

        2.14. For the purpose of clause 3.2.13, deterioration in the creditworthiness shall mean and include without limitation, the following events: Downgrade of the rating of the Borrower by a credit rating agency, and / or, inclusion of the Borrower in the Reserve Bank of India’s wilful defaulters list and / or closure or a significant portion of the Borrowers operating capacity and / or, decline in the profit after tax of the Borrower by more than fifteen percent and / or any adverse comments from the auditor and any other reason or event in the opinion of the Bank constituting or which may constitute deterioration in the credit worthiness.

 

        2.15. The Borrower agrees that the Bank has every right to terminate / withdraw / discontinue the said Facility at any time with prior notice, if the Bank at any stage finds that the same has been availed by the Borrower by furnishing false information or by making any misrepresentation and in which case the same shall become immediately payable by the Borrower to the Bank together with interest and all other monies payable by the Borrower under the Facility. 

 

        2.16. The Bank shall have the sole right to withdraw the Facility any time after the expiry date, if the Borrower fails to utilise the same on the renewed Terms and Conditions, as communicated to the Borrower from time to time. 

 

        2.17. The Borrower agrees that the Bank has the right to terminate / withdraw / discontinue the said Facility if the Overdraft account utilisation is more than <75>% for 6 consecutive months or the same is in Overdrawn / Overdue status.

 

        2.18. Interest on the outstanding amounts under the Facilities / other charges when debited to the relevant OD Account by the Bank, shall be calculated on the daily debit balance of such Account. 

 

        2.19. The Borrower(s) have the right to prematurely terminate the Facility by giving the Bank in writing, an advance notice of at least 2 (two) Business Days. The Facility shall terminate upon the date, the Borrower(s) have processed the payment of the entire dues arising from and under the Facility (including the entire Facility used by the Borrower(s) and all other amounts payable by them to the Bank under the Facility.)

 

 

    3. INTEREST, CHARGES AND PAYMENTS

 

        3.1. The Borrower shall pay to the Bank interest and all other charges on the amounts outstanding from time to time, under the Facilities, at the rate(s), on the respective due date(s) and in the manner specified in the Application or at such other rate(s) spelt out in KFS / MITC or as may be modified and communicated  by the Bank from time to time. The Borrower acknowledges and confirms that notice if any, provided by the Bank of any change in rate(s) mentioned above or any notice from the Bank for payment of amounts at the changed rates(s), shall be treated by the Borrower as sufficient and reasonable notice to the Borrower. The Bank is not bound to issue any further notice of such changes to the Borrower.

 

        3.2. The interest payable by the Borrower shall be subject to the changes based on guidelines / directives issued by Reserve bank of India (‘RBI’) to banks from time to time. The Bank is obliged to give effect to any revision of interest rates, whether upwards or downwards, on all existing advances / financial assistance as per RBI guidelines / directive.

 

        3.3. Interest and all other charges shall accrue from day to day and shall be computed based on 365 days a year and the actual number of days lapsed and / or in terms of the Bank’s standard practice in force from time to time.

 

        3.4. If the Due Date with respect to any amounts payable under the Facilities falls on a day which is not a Business Day at the place where the payment is to be made, the immediately succeeding business day shall be the Due Date for such payment.

 

        3.5. All interest due and remaining unpaid on the Due Date shall be capitalised and added to the unpaid interest / outstanding amount on the Due Date and shall carry interest at the interest rates stipulated in the Application on a compounding basis, payable on the aggregate amounts then due till the amount is paid / repaid. 

 

        3.6. Without prejudice to the Bank’s rights and remedies under contract and / or law, in case of breach of any of the Material Terms, the Bank shall have the right to levy and recover Penal Charges at its sole discretion, as specified in the Application Form. Upon levy of such Penal Charges, the Borrower shall pay the said Penal Charges along with applicable Goods and Services Tax (GST), other taxes (of any description whatsoever), charges and penalties which may be payable pursuant to applicable laws, from time to time, in relation to the Facility. The Borrower acknowledges and agrees that the Penal Charges are reasonable and commensurate to non-compliance of Material Terms of the Facilities. The Borrower acknowledges and agrees that the Penal Charges specified in the Application is reasonable and that it represents genuine pre-estimates of the loss expected to be incurred by the Bank in the event of non-payment of any monies owed by the Borrower.

 

Penal charges on outstanding amount after expiry of the Facility: Penal charge payable shall be equal to <5>% per annum on the overdue amount (upon expiry) from the due date till the day it is repaid.

 

Penal charges on the overdrawn amount: Penal charges payable shall be equal to <5>% per annum on the overdrawn amount (exceeding the Sanction limit) from the date it is overdue until the date the payment is made, plus applicable taxes including GST, which may be payable as per the applicable laws and Terms & Conditions

 

        3.7. The Borrower(s) is / are individually, jointly and severally liable to repay the Facility with interest and all other monies payable by them under the Facility. The Bank shall be entitled to make a claim on each or any of the Borrower(s) separately and in such manner and at such time as the Bank may determine (whether for the entire outstanding amounts under the Facility or any part thereof) without having to take any action against or make a claim on the other(s) (regardless of whether the party being claimed had utilised the Facility or not).

 

        3.8. The Borrower shall bear all taxes imposts, duties, costs, charges, fees, expenses, penalties (including stamp duty and relevant registration and filing charges, if any, in connection with the Facilities) as may be levied from time to time by the Government or other authority or as may be payable as per applicable laws for the time being in force or as may be incurred by the Bank, in respect of or in connection with the Facilities and / or the transaction documents. In the event of the Borrower failing to pay the monies referred to above, the Bank shall be at liberty (but shall not be obliged) to pay the same. The Borrower shall reimburse all such sums paid and / or expenses incurred by or on behalf of the Bank with interest / charges at the rate applicable to the Facilities from the date of payment by ICICI Bank till such reimbursement, within 15 (fifteen) days from the date of demand and the Bank shall also be entitled to debit the same to the relevant accounts(s) of the Borrower. 

 

        3.9.  All payments by the Borrower in connection with the Facilities shall be made free and clear of and without any deduction / withholding, except to the extent that the Borrower is required by law to make payment subject to any deduction / withholding of taxes. Provided that, all taxes required by law to be deducted / withheld by the Borrower from any amounts paid or payable under the Transaction Documents including but not limited to interest, commission, discount, service and other charges, any fees, shall be paid by the Borrower and the Borrower shall, within the statutory time frame prescribed under the law or 20 days of the payment being made, whichever is earlier, deliver to the Bank satisfactory evidence as per the prevailing tax laws as may be amended from time to time, that the tax has been deducted at source and duly remitted to the appropriate authority. 

 

        3.10. Notwithstanding any of the provisions of the Indian Contract Act, 1872 or any other applicable law or any Terms and Conditions to the contrary contained in any Transaction Documents, the Bank may, at its absolute discretion, appropriate any payments made by the Borrower with respect to the Facilities / any amounts realised by the Bank by liquidating the Term Deposits at any time, towards the dues payable by the Borrower to the Bank under any other agreements and in any manner whatsoever. 

 

        3.11. Unless otherwise stipulated in the Transaction Documents, all monies payable by the Borrower to the Bank shall be paid into the Account through which the Borrower was allowed the operation of the Facilities or to such other account(s) as the Bank may notify to the Borrower or by cash or by digital transfer or by cheque / bank draft drawn in favour of the Bank on a scheduled bank and shall be so paid as to enable the Bank to realise, at par, the amount on or before the relative Due Date. Credit for all payments by cheque / bank draft will be given only on realisation or on the relative Due Date, whichever is later. 

 

    4. TERMS OF THE TERM DEPOSIT 

 

        4.1. The Facilities may be, at the sole discretion of the Bank, adjusted out of the maturity value of the Term Deposits. The Term Deposits shall be renewed by the Depositor(s) for such further period(s) as may be deemed necessary / fit by the Bank at such interest rates as may be payable as per the rules of the Bank. The Depositors shall not close the Term Deposits / withdraw the amounts of the Term Deposits during the subsistence of the Facilities. The Bank shall have a lien on the amounts of the Term Deposits and on any further deposits placed by the Depositors with the Bank, irrespective of any other lien or charge, present or future. The Term Deposit(s) shall be a continuing security even if the Facility runs into credit, is reduced or extinguished at any time or from time to time. The Bank shall be entitled to set off amounts of all such Term Deposits towards the amounts with respect to the Facilities payable by the Borrower to the Bank and in the event of any shortfall, the Borrower shall pay / repay the same to the Bank without any further act, deed or thing required to be done by the Bank. 

 

        4.2. The lien created on the Term Deposit shall remain in full force and effect, notwithstanding any arrangement which may be reached between the Bank and the other security providers / guarantor(s) (if any) and notwithstanding the release of the other security provider(s) / guarantor(s) or others from liability and notwithstanding that any time hereafter the other security provider(s) / guarantor(s) may cease for any reason whatsoever to be liable to the Bank.

 

        4.3. The Depositors waive in favour of the Bank, as may be necessary, all the surety and other rights, which they might otherwise be entitled to enforce. The Depositors will not be entitled to the benefit of subrogation vis-a-vis securities or otherwise, until all the monies due to the Bank under the Facility are fully repaid / paid by the Borrower. 

 

        4.4. The Depositors shall not transfer or encumber or create security interest on the Term Deposits in favour of any other person in any manner whatsoever, without prior written consent of the Bank. 

 

        4.5. The Bank has no obligation to pay the amount under the Term Deposits to the Depositors / any third party, till such time all the amounts with respect to the Facility are paid in full to the Bank by the Borrower, to the satisfaction of the Bank.

 

        4.6. The Bank has the authority to (without affecting the Bank’s general and legal rights of set off), at its sole discretion: 

 

    (i) Credit the periodical interest payable on the Term Deposits by the Bank to the relevant account referred to in the Application. 

 

    (ii) Appropriate the Term Deposits towards repayment / payment of all amounts in respect of the Facilities.

 

    (iii) Effect premature payment of the Term Deposits at the rate of interest payable as per the rules of the Bank and adjust / set-off the proceeds towards dues under the facilities, upon occurrence of any Event of Default.

 

    (iv) Renew the Facility for such further periods as may be decided by the Bank with prior notice.

 

    (v) To discharge the Deposit Receipt(s) / Deposit Receipt Advice (‘DRA’) / Deposit Confirmation Advice (‘DCAs’), if any, on behalf of the Borrower / Depositor and to treat the deposit receipts(s) / DRAs / DCAs, if any, as discharged and delivered by the Borrower / Depositor to the Bank. 

 

    (vi) Renew the Term Deposits for such period and on such terms as may be decided by the Bank and to treat the renewed deposit receipt(s) / DRAs / DCAs if any, as discharged and delivered by the Borrower / Depositor to the Bank; and 

 

    (vii) Wherever required, convert the monies into Indian Rupees or other currencies based on the exchange rate offered by the Bank on the day of such conversion. 

 

        4.7. The confirmations and authority stated above shall be operative for the balance due from time to time by the Borrower to the Bank, irrespective of the Facilities being brought to credit at any time or from time to time or of its being drawn upon to the full extent and afterwards brought to credit and shall continue unaffected until the Facilities are terminated and all monies due thereunder are repaid in full to the satisfaction of the Bank. 

 

 

    5. REPRESENTATION, WARRANTIES AND UNDERTAKINGS

 

        5.1. Neither the Borrower or Depositor, is or has been declared to be a wilful defaulter - The Bank shall have the right to declare the Borrower or Depositor as a wilful defaulter, according to  guidelines laid down by the RBI.

 

        5.2. The entry into, delivery and performance by the Borrower / Depositor of / and the transactions contemplated by the other Transaction Documents do not and will not conflict: (a) with any law; (b) with the constitutional documents if any, of the Borrower; or (c) with any document which is binding upon the Borrower or on any of its assets. 

 

        5.3. The Application made by the Borrower or Depositor is true and accurate in all material respects, is not misleading and does not omit any material fact, the omission of which would make any fact or statement misleading and the other representations and warranties in the Application shall be deemed to form part of the representations and warranties herein made. 

 

        5.4. Neither the Borrower nor Depositor are associated with any entity / person declared as a wilful defaulter. For this clause, if the wilful defaulter entity is a company, another company will be deemed to be associated with it, if that company is a ‘subsidiary company’, a ‘joint venture’ or an ‘associate company’ as defined under the Companies Act, 2013. If the wilful defaulter is a natural person, all entities in which he / she is associated as promoter, director or as the one in charge and responsible for the management of the affairs of the entity, shall be deemed to be associated.

 

        5.5. The Borrower / Depositor undertakes to not induct a person identified as wilful defaulter in any capacity, where such a person is on its board or is in charge and responsible for the management of its affairs. In the event the person so inducted is found to be a wilful defaulter, the Borrower / Depositor shall take immediate steps for removal of such persons. 

 

        5.6. The Borrower and the Depositor have the competence, power and authority to refer to Transaction Documents and perform the obligations thereunder.

 

        5.7. The Borrower and / or the Depositor undertake to bring in additional cash / Term Deposits as security for the Facilities, to the satisfaction of the Bank. 

 

        5.8. The Borrower and the Depositor represent and undertake that the Facilities or the Term Deposits or any part thereof are not in contravention or evasion of the provisions of any or all applicable laws. 

 

        5.9. The Borrower hereby represents that they are not in the RBI defaulter list and the Facilities availed by them are within their assessed bank finance limits and none of their other credit facilities with other banks / financial institutions have been classified as non-performing asset(s). 

 

        5.10. All acts, conditions and things required to be done, fulfilled or performed and all authorisations required for the entry and delivery of the Transaction Documents or for the performance of the Borrower’s / Depositor’s obligations in terms of and under the Transaction Documents have been done, fulfilled, obtained, effected and performed, are in full force and effect and no such authorisation has been, or is threatened to be, revoked or cancelled. 

 

        5.11. Except to the extent disclosed to the Bank, (i) no litigation, arbitration, administrative or other proceedings are pending or initiated against the Borrower / Depositor or their assets, which, if adversely determined, might have a Material Adverse Effect; (ii) No litigation and / or other proceeding against the Borrower / Depositor or of any or all of its assets before any authority has been initiated or is pending for its insolvency, bankruptcy, dissolution or for the appointment of a receiver, trustee or similar officer.  

 

        5.12. Subject to the RBI Master Circular on Loans and Advances – Statutory and Other Restrictions dated July 1, 2015 (as amended and/or supplemented from time to time) (‘Circular on Loans and Advances’) and except to the extent disclosed to the Bank: 

 

    (i) No relative (as specified by RBI) of a Chairman / Managing Director or director of banking company (including the Bank) or their subsidiaries or trustees of Mutual Funds / venture capital funds set up by a banking company (including the Bank) is interested as a partner or major shareholder or as a director or as a guarantor or is in control and no relative of senior officer (as specified by RBI) of the Bank, hold substantial interest or is interested as a director / partner or as guarantor of the Borrower; 

 

    (ii) No director of the Bank is a director, manager, managing agent, partner, employee or guarantor of the Borrower or of a subsidiary of the Borrower or of the holding company of the Borrower or holds substantial interest in the Borrower or a subsidiary or the holding company of the Borrower;

 

    (iii) No director of any other bank (including scheduled co-operative banks), or directors of subsidiaries / trustees of Mutual Funds / venture capital funds set up by the Bank or any other bank holds substantial interest or is interested as director or as a guarantor of the Borrower.

 

    (iv) No relative of a senior officer (as specified by RBI) of the financing banks, holds substantial interest or is interested as a guarantor of the Borrower. 

 

    (v) If any of the above declarations are found to be untrue or false, the Bank has the right to forthwith recall the Facilities and all outstanding amounts under the Facilities shall become immediately payable. 

 

        5.13. The Borrower / Depositor affirm that there are no pending dues / disputes / proceedings relating to income tax dues as on date. 

 

        5.14. The Borrower / Depositor shall comply with such other conditions as may be stipulated by the Bank from time to time, as required by any applicable law. 

 

        5.15. The Borrower shall provide all information as may be required by the Bank / Lender from time to time, regarding its foreign currency exposures and hedging details in relation thereto.

 

        5.16. The Borrower shall not open a current account with any bank and all transactions by the Borrower shall be routed through the Borrower’s Overdraft Account(s) in line with the guidelines stipulated by the RBI, through the ‘RBI Circular on Opening of Current Accounts by Banks - Need for Discipline’, dated August 6, 2020, as amended from time to time.

 

    6. SANCTIONS

 

        6.1. The Borrower / Depositor represents and confirms that neither the Borrower nor any other person benefiting in any capacity in connection with or from the Transaction Documents and / or any instruments and / or payments thereunder is a Specially Designated National (SDN) and / or otherwise sanctioned, under the sanctions promulgated by the United States (including its Office of Foreign Assets Control's (OFAC)), India, United States, United Nations, European Union, the jurisdiction of the Facility Office and / or any other country (collectively, the ‘Sanctions’). The Borrower / Depositor shall ensure that the transactions entered pursuant to the Transaction Documents do not violate any Sanctions or that any sanctioned persons or entities are involved in the transactions. The Borrower agrees that it shall not avail of the Facilities or use the proceeds of the Facilities in any transaction with or for the purpose of financing the activities of any person currently subject to any Sanctions as mentioned above. 

 

        6.2. The Borrower further acknowledges and agrees that the Sanctions may become applicable with respect to the Facilities and / or transactions thereunder, including any documentary credits and / or guarantees issued and / or disbursements and / or payments made by the Bank and may also pertain inter alia to the purpose and / or end use of the Facilities, origin or shipment of goods manufactured through certain countries, ports, vessels, liners, certain persons and entities (including correspondent banks and the Facility office). Consequently, disbursement, issuance, payment and / or processing under the Facilities by the Bank may become subjected to the Sanctions and the Bank shall have the unconditional right to refuse to process any transactions that violate / may violate any Sanctions. 

 

    7. INDEMNITY 

 

        7.1. The Borrower covenants and undertakes to indemnify the Bank against all costs, losses, liabilities or third-party claims (including legal fees and any applicable indirect taxes) incurred by the Bank, in connection with the Facility and / or the Transaction Documents and / or for breach of Sanctions or any action taken by the Bank on account of breach of the Sanctions. The Borrower further acknowledges that transmission of information through any electronic mode is not a secure means of sending information and may be subject to defects such as tampering or unauthorised access, fraudulently or mistakenly written, altered or sent and not to be received, in whole or part, by the intended recipient. The Borrower shall indemnify the Bank against any costs, losses, liabilities or claims incurred by the Bank because of acting on instructions or information suffering from any of the above-mentioned defects.

 

    8. EVENTS OF DEFAULT 

 

        8.1. The occurrence of any one or more of the following events shall constitute an event of default (‘Event of Default’): 

 

            8.1.1. Payment Default- Default has occurred in the payment of any monies with respect to the Facilities on the Due Dates (whether at stated maturity, by acceleration or otherwise) for payment thereof or otherwise and / or in the performance of any covenant, condition or agreement on the part of the Borrower and / or any other relevant person under the Application, the Terms and the Transaction Documents. 

 

            8.1.2. Breach of Terms- Any Borrower / Depositor is in breach of any terms of the Transaction Documents (other than those events specifically provided under clause 9 of these Terms) and such default has continued for a period of 30 (thirty) days from the date of default (except where the Bank is of the opinion that such default is incapable of remedy, in which event, no cure period shall be applicable). 

 

            8.1.3. Material Adverse Effect- Occurrence or existence of one or more events, conditions or circumstances (including any change in law), which in the opinion of the Bank, could have a Material Adverse Effect. 

 

            8.1.4. Bankruptcy, Insolvency, Dissolution -

 

    (i) If any action has been taken for dissolution of a Borrower / Depositor or if a receiver has been appointed over any of the assets of the Borrower / Depositor(s) or if any attachment of the Borrower’s / Depositor’s assets or certificate proceedings have been taken against the Borrower / Depositor; or

 

    (ii) If the Borrower / Depositor has become bankrupt or insolvent or any petition or application in relation to insolvency or bankruptcy resolution of the Borrower / Depositor(s) (including without limitation, corporate insolvency resolution process and bankruptcy process under the IBC) is filed (before any court, tribunal or authority) and not withdrawn within 90 (ninety) days or admitted, whichever is earlier.

 

            8.1.5. Security in Jeopardy - If in the opinion of the Bank, the Security / Term Deposit is in jeopardy or ceases to have effect.

 

            8.1.6. Misleading Information and Representation – Any information given by the Borrower(s) / Depositor(s) or on its behalf, in relation to the Facilities or under the Transaction Documents, is misleading in any material respect.

 

    (i) If it becomes unlawful for the Borrower and / or any other relevant person including the Bank) to perform any of their respective obligations under the Transaction Documents,

 

    (ii) The Borrower and / or any other relevant person (excluding the bank) fail or is / are unable to perform any of their respective obligations under any other agreement / document.

 

    9. CONSEQUENCES OF EVENT OF DEFAULT 

 

        9.1. On the happening of any Event of Default, the Bank shall, without prejudice to all its rights and remedies available under the Transaction Documents and / or applicable laws, be entitled to set off / appropriate / liquidate / adjust the Term Deposits (even though it may lead to the pre-mature closure of the Term Deposits) and / or call upon the Borrower to pay all monies with respect to the Facilities and / or terminate the Facilities or suspend / cancel the Facilities or reduce the availability of the amounts of the Facilities and / or adjust such monies against the limits and all such adjustments shall be treated as drawals by the Borrower and / or call upon the Borrower to pay all such monies. 

 

        9.2. Exercise any right, power, remedy permitted to it by law including by suit, in equity or action at law or both or otherwise, whether for specific performance of any covenant or any condition or term contained in the Transaction Document or for an injunction against violation of any terms and conditions applicable to the Facility or in aid of the exercise of any power or right granted in the Transaction Document and / or as a creditor. 

 

    10. EXPENSES INCURRED 

        10.1. All expenses incurred by the Bank, whether before or after an Event of Default, has occurred including in connection with: (i) preservation and / or protection of or enforcement action against the Borrower or other relevant person, (ii) collection of amounts under the Facilities, shall be payable by the Borrower. 

 

    11. SET-OFF 

 

        11.1. The Bank and its group companies shall have the paramount right of set-off and lien, irrespective of any other lien or charge, present as well as future, on the deposits of any kind and nature (including Fixed Deposits) held / balances lying in any accounts of the Borrower(s), whether in single name or joint name(s) and on any monies, securities, bonds and all other assets, documents and properties held by / under the control of the Bank and / or its group companies (whether by way of security or otherwise pursuant to any contract entered / to be entered into by the Borrower(s) in any capacity) to the extent of all outstanding dues, whatsoever, arising as a result of any of the Bank's or its group companies’ services extended to and / or used by the Borrower(s) and / or as a result of any other facilities that may be granted by the Bank and / or its group companies to the Borrower(s) and the Borrower hereby authorises the Bank and / or its group companies to debit the account(s) of the Borrower with the Bank and / or its group companies and settle any indebtedness whatsoever owed by the Borrower(s) to the Bank and / or its group companies, (whether actual or contingent or whether primary or collateral or whether joint and / or several) hereunder or under any other document / agreement, by adjusting, setting-off any deposit(s) and / or transferring monies lying to the balance of any account(s) held by the Borrower(s) with the Bank and / or its group companies notwithstanding that the deposit(s) / balances lying in such account(s) may not be expressed in the same currency as such indebtedness. The Bank's and its group companies’ rights hereunder shall not be affected by the Borrower(s)’ bankruptcy, death or winding-up. It shall be the Borrower(s)’ sole responsibility and liability to settle all disputes / objections with any such joint account holders. Nothing herein contained shall prejudice or adversely affect any general or special lien or right to set-off to which the Bank is or may by law or otherwise be entitled or any rights or remedies of the Bank including any present or future security, guarantee, obligations of the Borrower. The Borrower further agrees that in addition to and without prejudice to any other right or lien enjoyed by the Bank, the Bank will further be entitled at any point of time to combine or consolidate all or any of the Borrower’s accounts (including any fixed deposits) held with the Bank and all the credits and liabilities therein and set off or transfer any sum standing to the credit of any one or more of such accounts in or towards satisfaction of any of the Borrower’s liabilities to the Bank on any account whatsoever, whether such liabilities are actual or contingent, primary or collateral and whether joint or several.

 

        11.2. In addition to the above mentioned right or any other right which the Bank and its group companies may at any time be entitled whether by operation of law, contract or otherwise, the Borrower(s) authorise(s) the Bank: (a) to combine or consolidate at any time all or any of the accounts and liabilities of the Borrower with or to any branch of the Bank and / or its group companies; (b) to sell any of the Borrower(s)’ securities or properties held by the Bank by way of public or private sale without having to institute any judicial proceeding whatsoever and retain / appropriate from the proceeds derived there from the total amounts outstanding to the Bank and / or its group companies from the Borrower(s), including costs and expenses in connection with such sale; and (c) in case of cross currency set-off, to convert an obligation in one currency to another currency at a rate determined at the sole discretion of the Bank and / or its group companies. 

 

    12. EVIDENCE OF DEBT 

 

        12.1. The Bank shall maintain, in accordance with its usual practice, accounts evidencing the amounts owed to it under the Transaction Documents, which shall be conclusive evidence of the existence and obligations of the Borrower.

 

        12.2.  The entries made in the accounts / account books / records of the Bank maintained in accordance with its usual practice and in compliance with the statutory requirements and / or a statement signed by the Bank, shall be final and binding on the Borrower. Such entries and / or statement shall be prima-facie and conclusive evidence of the existence and amount of the Borrower’s obligations as therein recorded with respect to the Facilities.   

 

    13. MISCELLANEOUS 

 

            13.1.1. The Bank or its group companies shall, as it may deem appropriate and necessary, be entitled to disclose all or any : (1) information and data relating to the Borrower and / or relevant person; (2) information or data relating to the Facilities or any other credit facility(ies) availed / to be availed by the Borrower and / or relevant person from the Bank; (3) obligations assumed / to be assumed by the Borrower in relation to the Facilities; (4) default, if any, committed by the Borrower in discharge of the aforesaid obligations, to other ICICI Group Companies / banks / financial institutions / agencies / statutory bodies / tax authorities / Central Information Bureaus / such other persons as the Bank / its group companies may deem necessary or appropriate or to any agency / credit bureau authorised in this behalf by the Reserve bank of India (‘Agency’);  

 

            13.1.2. The Agency so authorised may use, process the aforesaid information and data disclosed by the Bank in the manner as deemed fit by them;  

 

            13.1.3. The Agency so authorised may furnish for consideration, the processed information and data or products thereof prepared by them, to banks / financial institutions and other credit grantors or registered users, as may be specified by RBI;  

 

            13.1.4. The information and data furnished by the Borrower to the Bank from time to time shall be true and correct. 

 

            13.1.5. The Borrower hereby agrees that he shall not hold the Bank / its group companies liable for use of this information by any such third party mentioned hereabove. 

 

            13.1.6. The Borrower and the Depositor, hereby give specific consent to the Bank for submitting / disclosing the: (a.) ‘financial information’; and (b.) ‘security interest’ as defined under the Insolvency and Bankruptcy Code, 2016 (‘IBC’), including all amendments made with respect to the Facility and the security interest created on the Deposit(s), from time to time, to ‘Information Utilities’ as defined therein and directions issued by the Reserve Bank of India to the banks from time to time and hereby specially agree to promptly authenticate and verify the ‘financial information and information relating to ‘security interest’ submitted by the Bank, as and when requested by Information Utilities. 

 

            13.1.7. In case the Borrower commits a default in payment or repayment of any amounts with respect to the Facilities, the Bank and / or the Reserve Bank of India (RBI) will have an unqualified right to disclose or publish the details of the default and the Borrower’s name, its directors / partners / member / trustee, as the case may be, as defaulters, in such manner and through such medium as the Bank or RBI in their absolute discretion may think fit. 

 

            13.1.8. The Borrower shall not transfer any of its rights, benefits or obligations under the Transaction Documents. Notwithstanding anything contained in the Transaction Documents, the Bank shall be entitled to transfer the whole or part of its outstanding or commitment in one or more tranches and all or any of its rights, benefits and obligations, under the Transaction Documents (including security interest) to any person, without the prior approval of the Borrower. Notwithstanding any such transfer, the Borrower shall, unless otherwise notified by the Bank, continue to make all payments under the Facility to the Bank and all such payments when made to it shall constitute a full discharge to the Borrower from its liabilities with respect to such payments. For the purposes of this clause, ‘transfer’ shall have the meaning as defined under the RBI Master Direction (Transfer of Loan Exposures) dated September 24, 2021, (as amended and / or supplemented from time to time).

 

            13.1.9. Subject to Clause 14.1.8 hereof, the Transaction Documents shall be binding upon and ensure to the benefit of each party hereto and its respective successors and assigns, heirs, executors, administrators, legal representatives. 

 

        13.2. The Borrower shall, within 10 (ten) Business Days of a demand by the Bank, pay the amount of any increased costs (on account of provisioning, reduction in the rate of return from the Facility or on the Bank’s overall capital or a reduction of any amount due and payable under the Facilities and Transaction Documents) incurred or suffered by the Bank as a result of introduction of or any change in law or due to factors beyond its control or  which is attributable to the undertaking, funding or performance by the Borrower of any of its obligations under the Transaction Documents.  

 

        13.3. The Bank may give notice under these terms and conditions electronically to the mailbox of the Borrower (which will be regarded as being in the writing) or by Short Messaging Service (‘SMS’) or social messaging platform or in writing by delivering them by hand or by sending them by post to the last address given by the Borrower. In addition, the Bank may also publish notice of general nature, which are applicable to all Borrowers of similar credit facilities on its website or in print media. Such notice will be deemed to have been served individually to the Borrower and all relevant persons. In case the Borrower / Depositor wants to give notice to the Bank then it should be given in writing and submitted to the branch where the Account is maintained and or email us at customer.care@icicibank.com. In the event of any change of address for communication, any change in business / profession of the Borrower, the same should be intimated to the Bank, immediately.

 

        13.4. The Bank has the absolute discretion to amend, modify or supplement any of the Terms at any time and will endeavour to give prior notice of fifteen days by email or put up on the website for such changes wherever feasible and such amended terms and conditions will thereupon apply to and be binding on the Borrower / Depositor. The Borrower / Depositor shall be liable for all charges incurred and all other obligations under such revised terms and conditions until the Facilities are repaid in full. The Bank reserves the right to change, at any time, the terms including, without limitation to, changes which affect existing balances, interest charges of rates and methods of calculation. The Borrower shall be liable for all charges incurred and all other obligations under such revised terms and conditions until the Facilities are repaid in full.

 

        13.5. The Borrower expressly recognises and accepts that the Bank shall, without prejudice to its rights to perform activities either itself or through its officers / employees, be absolutely entitled to appoint one or more recovery agent(s) / agencies of the Bank's choice to collect / recover on behalf of the Bank all unpaid amounts in relation to the Facility and to perform and execute all acts, deeds, matters and things connected therewith or incidental thereto. The Bank shall provide prior notice to the Borrower about the appointment and engagement of such recovery agent(s) / agencies.

 

        13.6. Without prejudice to any rights of the Bank, the Borrower(s) agree that the Bank shall be entitled to appoint any third party to perform or carry out any and all acts / deeds / steps as are necessary to take in relation to or pursuant to the Facility, including monitoring of the Facility and its utilisation and / or to recover amounts due to the Bank or any part or portion thereof and / or enforcement of any security and / or the Borrower's compliance with the terms of the Facility hereof. Such acts / deeds / steps may be carried out by the officials of the Bank and / or through such other person (including a company or body corporate) as may, from time to time, be appointed by the Bank in respect thereof. The Bank will always be entitled to share with any such other person that may thus be appointed by the Bank, all documents, statements of accounts and other information of whatsoever nature pertaining to the Applicant(s) and / or the Facility.

 

        13.7. The Bank has in place a robust, three-level grievance redressal policy that the Borrower(s) may utilise for swift and effective resolution of any grievances. The Borrower(s) have the option to bring a grievance to the Bank’s attention through multiple avenues, including but not limited to submitting the grievance in writing, calling on the designated customer care numbers or lodging a service request through the Bank's website. For further details on the three level Grievance Redressal Policy, Borrower can visit the ICICI Bank website www.icicibank.com and navigate to - Home > Contact Us > Queries / Complaints.

 

    14. GOVERNING LAW AND JURISDICTION 

 

        14.1. The Transaction Documents shall be governed by the laws of India.

 

Any legal action or proceedings arising out of the transaction documents shall be brought in the courts or tribunals at Mumbai in India and the Borrower and the relevant person irrevocably submit themselves to the jurisdiction of such courts and tribunals. The Bank may, however, in its absolute discretion, commence any legal action or proceedings arising out of the transaction documents in any other court, tribunal or other appropriate forum and the Borrower and the relevant person shall be deemed to have accorded their consent to that jurisdiction. Any provision of the transaction documents which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of prohibition or unenforceability but shall not invalidate the remaining provisions of the transaction documents or affect such provision in any other jur

ICICI Bank Limited :

 

Registered Office :-

 

Landmark

 

Race Course Circle

 

Vadodara 390 007 Corporate Office :-

 

ICICI Bank Towers

 

Bandra Kurla Complex

 

Bandra

 

Mumbai 400 051