 

each such Nominating Qualifying Investor shall be entitled to appoint an
Observer.”

(ii) The Qualifying Investors shall vote for the nominees to be appointed as Investor
Directors (“Investor Candidates”) in proportion of their shareholding on the basis
of the Equity Shares held by such Qualifying Investors.

(iii) The Investor Candidates receiving the first, second and third highest number of
votes (as determined in accordance with the proportionate shareholding of each
Qualifying Investor voting for the relevant Investor Candidate) shall be nominated
by the Qualifying Investors (“Nominated Investor Candidates”) for appointment
to the Board.

 

17.

Each of the Qualifying Investors (except IFC), that have not appointed an Investor Director
to the Board in accordance with Article 13 (iv), or whose nominee under Article 14 (i) has
not been appointed as an Investor Director under Article 13 (v), or who is entitled to appoint
an observer to the Board (“Observer”) under Article 14 (i) may appoint 1 (one) Observer
each.

Appointment of
Observer

 

18.

@ The Observers shall be entitled to attend such meetings of the Board in which (1)
annual Financial Statement are being approved and adopted, or (2) any matter
relating to an issue of further Equity Shares or such Securities which are convertible
into Equity Shares by the Company is being approved, or (3) any of the matters set
out in Article 90 is being put for approval.

However, the right of the Observers to attend meetings of the Board shall be limited
to the aforesaid matters and such right shall not extend to attending meetings of the
Board in which matters set out in Article 88 are proposed or considered.

Provided that nothing contained in this Article 16 shall restrict the rights of the
Independent Directors to propose, consider, discuss, deliberate or decide any of the
matters as set out in this Article 16(i).

(ii) Such Observer(s) shall have the rights to receive, (1) in respect of the meetings they
are entitled to attend in accordance with Article 16(i), all the relevant information
as any Directors of the Company attending such Board meetings shall have,
including the agenda in accordance with Articles 24 and 25 below for the meeting
and finalised minutes for such Board meeting within 30 (thirty) days from the
meeting; and (2) in respect of all other Board meetings, the agenda for such
meetings and finalised minutes for such meetings, both within 30 (thirty) days from
the meeting.

(iii) The Observers (1) shall only observe; (2) may participate with the approval of the
Chairman; and (3) shall have no right to vote.

(iv) The Observer so appointed shall be bound by confidentiality obligations of the
Company.

(v) It is clarified that any such appointment of the Observers, shall to the extent
required by the Applicable Law, be subject to the consent of the RBI.

Name of the Observer as approved by the Qualifying Investor in writing shall be
communicated to the Company on or before the date of the meeting which they propose to
attend. It is hereby further clarified that at no point shall the number of Observers be greater
than the number of Qualifying Investors entitled to appoint Observer under Article 15.

Rights of Observers

 

 

19.

 

Mr. P.S. Jagdish shall be entitled to appoint an observer to the Board until such time as the
Securities held by him are locked-in in accordance with these Articles (“Promoter
Observer”).

The Promoter Observer shall be entitled to attend all meetings of the Board and shall have
the right to receive (1) all the relevant information as any Directors of the Company

 

Promoter Observer

 

415

 
