 

Investor Director (if any) with a minimum notice period of 15 (fifteen) Business
Days.

 

89.

As long as the Investors remain invested in the Company, each of them (including lawyers,
accountants and other professional advisors) shall be entitled to visitation rights, full access
to, all books of account, records and the like of the Company during office hours of the
Company and upon providing reasonable notice and access to officers, management
employees, accountants, legal counsel and investment bankers of the Company in order to
discuss, or consult on affairs, finances and accounts of the Company.

Right of access to
records

 

90.

Prior to undertaking any of the following matters, Company shall give a prior written
intimation/ notice of at least 1 (one) week to the Investor(s) in respect of such matters unless
the meeting of the Board or the Shareholders (as the case may be), where any of the matters
set out below are proposed to be considered, is duly convened at shorter notice in which
case the notice/ intimation will be given within such time as the notice is given for calling
such meeting of the Board or the Shareholders and the Company shall endeavour to take
into consideration any reasonable comments and inputs that the Investor(s) may have on
such matters, as notified in writing to the Company in sufficient detail 1 (one) day prior to
such meeting :-

@ Entering of the Company into any transaction with any Related Party or with any
Affiliates of the Promoters or the entering into or amendment of any agreement
between any Related Party (including any entity Controlled by a Related Party) and
the Company, other than in relation to employment agreements with employees
and officers of the Company;

(ii) Change of remuneration payable to the Key Promoter, if the total remuneration
payable to the Key Promoter exceeds 5% (five per cent) of the annual profit after
tax as reflected in audited Financial Statements of the Company for the preceding
Financial Year;

(iii) Except in the Ordinary Course of Business, entry of the Company into litigations
involving an amount of INR 100,000,000 (Rupees One Hundred Million only);

(iv) Creating, authorising or issuing any Equity Shares or Securities convertible into
Equity Shares, except where such creation, authorization and/or issuing of any
Securities is carried out to ensure compliance with specific instructions of the RBI
or capital adequacy thresholds;

(v) Creating, increasing or authorising Equity Shares allocated towards ESOPs in
excess of that agreed upon by virtue of the Agreement; or

(vi) Incorporating or creating a subsidiary of the Company.
In the case of any Director/ Investor residing abroad, such notice shall also be given by email

and where available, by facsimile, to such Director’s /Investor’s email address and facsimile
number, as applicable abroad.

Matters for which
prior intimation to
be given to the
Investors

 

 

91.

 

@ Without prejudice to the provision of Articles 78 and 79, the Company shall
provide a prior written notice (“Listing Proposal Initial Notice”) of at least 1 (one)
week to all the Shareholders informing them about the proposed listing of Equity
Shares of the Company (including a QIPO) and the material terms of such proposed
listing, including price band, issue/ offer price, anchor investor price, size of issue/
offer etc. (“Listing Proposal”). The Company shall also give a prior written notice
of at least 1 (one) week to all the Investors prior to the appointment of merchant
banker, consultant, or advisor in relation to the Listing Proposal.

(ii) Within 15 (fifteen) Business Days of receiving the Listing Proposal Initial Notice
provided in sub-clause (i) above if the Investor requires further information from
the Company in relation to such Listing Proposal, he shall inform the Company in
writing of the additional information he requires. The Company shall make all
reasonable endeavors to make available all the relevant information to the Investor
as he may require in relation to the relevant Listing Proposal.

 

Written notice prior
to considering
proposal for listing
of shares of the
Company

 

432

 
