(h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond (other than
performance and similar bonds issued in the ordinary course of trading), standby or
documentary letter of credit or any other instrument issued by a bank or financial institution;
and

(i) the amount of any liability in respect of any guarantee or indemnity for any of the items
referred to in paragraphs (a) to (h) above.

"Business" means the business carried on by the Company and its Subsidiaries or capable of being carried
by the Company and its Subsidiaries in accordance with memorandum of association as in force from
time to time comprising of its existing and future operations, activities and facilities of the Company and
its Subsidiaries and also the existing and future operations and activities of its Joint Ventures (including
the design, construction, operations, maintenance, management and monitoring thereof, as applicable),
whether in India or outside India and without prejudice to the generality of the above it includes, (a)
machining job work: finishing and machining of high precision, critical components, (b) product
engineering and manufacturing: turnkey manufacturing and assembly solutions for various industrial
customers, (c) standard products: manufacture and sale of niche engineering products, (d) die casting,
pressure die casting, plastic products and components, material handling and storage equipments and
articles, environment protection and purification equipments, products, articles and things, (e) packaging
for medical, electrical and other products and components and (f) any other related backward or forward
integration activity, including foundry and forging;

“Business Day" means a day, except for a Saturday or a Sunday, when banks are open for business in
Mauritius, New York, United States of America, Mumbai, Chennai and Coimbatore, India;

“Business Plan" means the annual business plan of the Company or any revision thereof prepared by the
Management of the Company for any Financial Year containing the operating performance budget,
capital expenditure and borrowing details of the Company and other relevant key performance indicators,
to the satisfaction of the Investors and a copy thereof being provided to the Investors;

"CAO" means the Compliance Advisor Ombudsman, the independent accountability mechanism for IFC
that responds to environmental and social concerns of affected communities and aims to enhance
outcomes;

"CAO's Role" means the role of the CAO which is:

(a) to respond to complaints by Persons who have been or are likely to be negatively affected by
the social or environmental impacts of IFC projects; and

(b) to oversee audits of IFC's social and environmental performance, particularly in relation to
sensitive projects, and to ensure compliance with IFC's social and environmental policies,
guidelines, procedures and systems;

"Certificate of Incumbency and Authority" means a certificate provided to the Investors by the
Company substantially in the form set forth in Schedule 2 (Form of Certificate of Incumbency and
Authority) of the Shareholders Agreement;

"Chairman" means the chairman of the Board of Directors elected or appointed from time to time;

"Charter" or “Charter Documents” means the memorandum of association of the Company, these
Articles or, as applicable, the memorandum of association and articles of association of any Subsidiary;

“Claim” includes any notice, demand, claim, action, assessment taken by any Authority or any other
Person, whereby the Company or, as the case may be, any of the Investors: (i) may be placed or is sought
to be placed under an obligation to make payment; or (ii) is likely to suffer any loss, damage, cost,
expense, liability, penalty or prosecution including any payments with respect to any Tax or interest or
penalties in relation thereto; or (iii) may be deprived of any relief, allowance, credit or repayment
otherwise available;

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