 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

vi) “Agreement” shall mean the shareholders’ agreement dated March 20, 2019 entered into | “Agreement”
amongst the Company, the Promoters and the Investors together with its Annexures and
Schedules and all instruments supplemental to or amending, modifying or confirming such
agreement in accordance with the provisions of such agreement;
vii) “Applicable Law” or “Law” shall mean any law, treaty, code, regulation, ordinance, rule,|“Applicable Law”
judgment, order, decree, bye-law, approval of any Government Authority, directive, | or “Law”
guideline, policy, requirement or other governmental restriction or any similar form of
decision of or determination by, or any interpretation or administration having the force of
law of any of the foregoing, by any Government Authority having jurisdiction over the
matter in question that are applicable to the Company, including but not limited to the
provisions of the Act, 1949 Act, RBI Act and Guidelines and any license, permit or other
authorizations granted from or by the RBI;
viii) “Articles” shall mean these articles of association of the Company, as amended from time | “Articles”
to time;
ix) “Auditors” shall mean the independent, external auditors of the Company; “Auditors”
x) “Authorization” shall mean any consent, registration, filing, agreement, notarization, | “Authorization”
certificate, license, approval, permit, authority or exemption from, by or with any authority,
whether given by express action or deemed given by failure to act within any specified time
period and all corporate, creditors’ and Shareholders’ approvals or consents;
xi) “Beneficial Owner” shall mean beneficial owner as defined in the Depositories Act, 1996; | “Beneficial Owner”
xii) “Board” shall mean the collective body of the directors of the Company; “Board”
xiii) “Business” shall mean accepting, for the purpose of lending or investment, of deposits of | “Business”
money from the public, repayable on demand or otherwise, and withdrawable by cheque,
draft, order or otherwise, and any other small finance business activities permitted by the
RBI and Applicable Law as an eligible activity for small finance banks;
xiv) “Business Day(s)” shall mean a day on which banks are open for business in Mumbai and | “Business Day(s)”
Chennai, India;
xv) “Certificate of Incumbency and Authority for IFC” shall mean a certificate provided to | “Certificate of
IFC by the Company substantially in the form set forth in the Agreement; Incumbency = and
Authority for IFC”
xvi) “Certificate of Incumbency and Authority for DEG” shall mean a certificate provided to | “Certificate of
DEG by the Company substantially in the form set forth in the Agreement; Incumbency = and
Authority for DEG”
xvii) “Chairman” shall mean the chairman of the Board who shall be appointed with the prior | “Chairman”
approval of the Reserve Bank of India in accordance with the Applicable Law;
xviii) “Charter Documents” shall mean and include the Memorandum and these Articles of the | “Charter
Company; Documents”
xix) “Commencement Date” shall mean January 23, 2017, the date of commencement of the | “Commencement
banking business by the Company pursuant to grant of the final approval under the 1949 Act | Date”
and other Applicable Laws;
XX) “Control” shall mean the power to direct the management or policies of a Person, whether | “Control”

 

through the ownership of over 50% (fifty per cent) of the voting power of such Person,
through the power to appoint over half of the members of the board of directors, through
contractual arrangements or otherwise.

In addition, in relation to the any Investor, as applicable, Affiliate shall also include
funds and investment vehicles Controlled, sponsored, or managed, or advised by the
Investor or its investment manager or investment advisor or its Affiliate or
corporations, companies, partnerships, trusts, joint ventures, or other Persons which

 

 

405

 
