“Closing Date” shall mean, with respect to both the Investors, the earlier of the dates on which the
Company allots and issues the Investor Subscription Shares to the Investors in terms of the SCPE
Subscription Agreement or the IFC Subscription Agreement, as the case may be;

“Corporate Governance Improvement Plan" means the plan or plans to be developed by the Company,
and suitably adopted by the Board, setting out specific corporate governance improvement measures to
be undertaken by the Company, to enable it to improve the corporate governance of the Company, in
form and substance satisfactory to the Investors, covering at the minimum:

(a) Board structure and composition;

(b) Appointment of chief financial officer and other key senior positions;

( Implementation of the ERP and material management systems;

(d) Protection of minority Shareholders; and

(e) Meeting of any other requirements to be abided by or fulfilled upon the listing of the shares of
the Company.

"Coercive Practice" has the meaning set forth in Annex A (Anti-Corruption Guidelines for IFC
Transactions) of the Shareholders Agreement;

"Collusive Practice" has the meaning set forth in Annex A (Anti-Corruption Guidelines for IFC
Transactions) of the Shareholders Agreement;

"Control" means the power to direct the management or policies of a Person, directly or indirectly,
whether through the ownership of shares or other securities, by contract or otherwise; provided that, in
any event, the direct or indirect ownership of twenty-six per cent (26%) or more of the voting share
capital of a Person is deemed to constitute Control of that Person, and "Controlling" and "Controlled"
have corresponding meanings;

“Corrupt Practice" has the meaning set forth in Annex A (Anti-Corruption Guidelines for IFC
Transactions) of the Shareholders Agreement;

"Country" means the Republic of India;

“Deed of Adherence" means a deed of adherence to the Shareholders Agreement substantially in the
form set forth in Schedule 4 (Deed of Adherence) of the Shareholders Agreement, with applicable
amendments which are in form and substance satisfactory to each of the parties to the Shareholders
Agreement.

"Director" means an individual who is a member of the Board of Directors of the Company nominated
and elected from time to time;

"Distribution" means: (a) the transfer of cash or other property without consideration, whether by way
of dividend or otherwise; or (b) the purchase or redemption of shares of the Company or Share
Equivalents for cash or property, other than any repurchase or redemption of shares of the Company or
Share Equivalents issued to or held by employees, officers, Directors or consultants of the Company or
its Subsidiaries pursuant to an employee stock plan upon termination of their employment;

“Encumbrance" means any lien, mortgage, pledge, charge, assignment, hypothecation, security
interest, title retention, preferential right, option (including call commitment), trust arrangement, right
of set-off, counterclaim or banker's lien, privilege or priority of any kind having the effect of
security, any designation of loss payees or beneficiaries or any similar arrangement under or with
respect to any insurance policy or any preference of one creditor over another arising by operation of
law and / or any adverse claim as to title, possession or use;

*“Equity Shares” means the issued and fully paid-up equity shares of the Company of face value Rs. 5
each;

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