 

Private Limited, (viii) Lok Capital Growth Fund, (ix) HDFC Holdings Limited, (x) HDFC
Life Insurance Company Limited, (xi) IDFC FIRST Bank Limited, (xii) International
Finance Corporation, (xiii) Jhelum Investment Fund I, (xiv) Kiran Vyapar Limited, (xv)
Polaris Banyan Holding Private Limited, (xvi) Responsability Participations Mauritius,
(xvii) Sarva Capital LLC, (xviii) TVS Sriram Growth Fund, (xix) DEG - Deutsche
Investitions Und Entwicklungsgesellschaft Mbh, (xx) Kotak Mahindra Life Insurance
Company Limited, (xxi) TVS Shriram Growth Fund 3, a scheme of TVS Sriram Growth
AIF Trust, and such Persons who will invest or have invested in the shares of the Company
and who are or will be signatories to the Agreement either directly or through a Deed of
Adherence, an Affiliate Deed of Adherence or a Subscriber Deed of Adherence;

 

 

 

 

 

 

 

 

 

 

 

 

xlv) “Investor Directors” shall have the meaning set forth in Article 13(iv); “Investor
Directors”
xlvi) “Investor Inter-se Share” shall mean with respect to an Investor (and its respective|“Investor Inter-se
Affiliates), such number of Equity Shares as are arrived at by multiplying the number of | Share”
Equity Shares held by the relevant Investor with a fraction, the numerator of which is the
number of Promoter Offer Securities and the denominator is the total number of Equity
Shares then held by the Promoters and their Affiliates, in each case on a fully diluted basis;
xvii) “Investor Securities” shall mean, as the context requires, Securities held by the Investors | “Investor
and any and all such Securities of the Company held or acquired by the Investors and/or | Securities”
their Affiliates from time to time, either through subscription, conversion, Transfer, bonus
issues, stock-splits etc.;
xviii) “Key Committees” shall mean Audit Committee, Nomination and Remuneration | “Key Committees”
Committee, Corporate Social Responsibility Committee, Stakeholders’ Relationship
Committee and any other committees and subcommittees of the Board formed by the Board
in relation to issue of further Equity Shares by the Company from time to time, and “Key
Committee” shall mean any one of them, as the case may be;
xlix) “Key Promoter” shall mean a reference to Mr. R. Baskar Babu; “Key Promoter”
)) “Liquidation Event” shall mean (i) any liquidation, dissolution, winding up, composition | “Liquidation
with creditors, bankruptcy or other analogous insolvency proceeding, of the Company, | Event”
whether voluntary or involuntary; (ii) any merger or other similar form of corporate
reorganization in which the Shareholders do not own majority of the outstanding assets of
the surviving entity; (iii) any sale of 50% (fifty per cent) or more of the assets of the
Company;
li) “Managing Director” shall mean a Director who, by virtue of the Articles or an agreement | “Managing
with the Company or a resolution passed in the General Meeting, or by the Board, is| Director”
entrusted with substantial powers of management of the affairs of the Company and includes
a Director occupying the position of Managing Director, by whatever name called;
lii) “Material Adverse Effect” shall, in respect of the Company, mean any event, occurrence, | “Material Adverse
fact, condition, change, development or effect that is, or may reasonably be, materially | Effect”
adverse to the valuation, Business, operations, prospects, results of operations, condition
(financial or otherwise), properties or assets (whether tangible or intangible) or liabilities of
the Company or any violations of foreign exchange laws or foreign direct investment policy
in India or any event or occurrence that is, materially adverse to the ability of the Company
and the Key Promoter to comply with the obligations undertaken by them under these
Articles;
liii) “Member” shall mean the duly registered holder, from time to time of the shares of the |“Member”
Company and includes the subscribers to the Memorandum and Beneficial Owner(s);
liv) “Memorandum” shall mean the Memorandum of Association of the Company, as| “Memorandum”
originally framed and as altered from time to time;
ly) “Non-resident” shall mean a ‘person resident outside India’ as defined in FEMA; “Non-resident”

 

 

 

408

 
