(k)

@
(m)

(n)

(0)

(p)

(q)

authorising or undertaking any acquisition of business or undertaking by the Company whether
by way of acquisition of shares or assets in excess of Rs.300,000,000 (Rupees Three Hundred
Million);

removing or replacing the Auditor or changing the Financial Year;

any capital expenditure in excess of the limits specified in the Approved Business Plan by Rs.
300,000,000 (Rupees Three Hundred Million);

@ For the period between the date of execution of the Shareholders Agreement and March
31, 2013, incurring any Borrowing which would result in (provided such Borrowing is
not in breach by the Company of any financial covenants in any agreements with its
lenders): (a) Long Term Borrowings of the Company exceeding Rs.5,000,000,000
(Rupees Five Billion); or (b) Short Term Borrowings of the Company exceeding
Rs.2,000,000,000 (Rupees Two Billion).

(¢7)) For the period after March 31, 2013, incurring any Borrowing which would result in
(provided such Borrowing is not in breach by the Company of any financial covenants
in any agreements with its lenders): (a) Long Term Borrowings of the Company
exceeding 1.75 times of the Net Worth of the Company as per the Audited Financial
Statements of the Company as at the end of the Financial Year immediately preceding
the Financial Year in which the question arises; or (b) Short Term Borrowings of the
Company exceeding 25% (twenty five per cent) of the projected sale of goods and
services as per the latest Approved Business Plan; or (c) Total Debt of the Company
exceeding 4 times of the Average EBITDA.

material transactions, agreements or arrangements between the Company or its Subsidiaries
with any Related Parties in excess of Rs. 30,000,000 (Rupees Thirty Million) for any Financial
Year, in the aggregate, whether in a single transaction or in a series of transactions.

Provided that the aforesaid limits shall not be applicable to the following:

a. Aggregate managerial remuneration (including but not limited to commissions) to be
paid collectively to the Sponsors, subject to (i) a maximum fixed managerial
remuneration (which shall be payable irrespective of adequacy of profits) of Rs.
20,000,000 (Rupees Twenty million) for the Financial Year ended March 31, 2013,
Rs. 25,000,000 (Rupees Twenty Five Million)for the Financial Year ended March 31,
2014 and Rs. 30,000,000 (Rupees Thirty Million) for the Financial Year ended March
31, 2015 and (ii) a further aggregate commission not exceeding 7% (seven per cent) of
post tax profits of the Company for each respective Financial Year as aforesaid,
determined as per the Audited Financial Statements for that Financial Year after
deducting therefrom the sum paid or payable as the fixed managerial remuneration;
and

b. Transactions with Joint Ventures of the Company, subject to a maximum aggregate
value (without any netting of transactions) of Rs. 300,000,000 Rupees Three Hundred
Million) for the Financial Year ended March 31, 2013; Rs. 500,000,000 (Rupees Five
Hundred Million) for the Financial Year ended March 31, 2014; and Rs. 700,000,000
(Rupees Seven Hundred Million) for the Financial Year ended March 31, 2015.

Provided further that transactions between the Company and its wholly owned subsidiaries shall
not be construed to be falling under this Clause.

authorising or entering into any obligation outside the normal course of business which could
involve the payment of amounts in excess of Rs. 100,000,000 (Rupees One Hundred Million)
per annum whether in a single or in a series of transactions;

declaration or payment of any dividend or other Distribution (whether in cash, securities,

property or other assets) on any class of Equity Shares or Share Equivalents in excess of the
dividend policy duly approved by the Board of Directors;

429
