 

attending such Board meetings shall have; and (2) the agenda and finalised minutes for each
Board meeting.

The Promoter Observer shall only observe and but shall have no right to vote.

The Promoter Observer so appointed shall be bound by confidentiality obligations of the
Company.

It is clarified that any such appointment of the Promoter Observer, shall to the extent
required by the Applicable Law, be subject to the consent of the RBI.

 

20.

The Board may constitute such Committees of Directors as may be required under the
Applicable Law from time to time. If required by Applicable Law, the Company shall
constitute and maintain Key Committee(s), which shall look into such matters as delegated
by the Board to the said Committee. Unless specifically required otherwise by Applicable
Law, each Key Committee shall have 1 (one) Investor Director and the decisions of the Key
Committees shall be made by way of a simple majority.

Key Committees

 

21.

Subject to Applicable Law, each Director shall be entitled to nominate, by written notice to
the company secretary of the Company or in the absence of a company secretary, to the
Board, a Person who will be appointed by the Board to act as that Director's alternate at any
meeting of the Board in which such Director is absent and the Board shall appoint such
Person as the relevant Director’s alternate provided that appointment of an alternate Director
to an Investor Director shall be made with the written consent of (i) the relevant Qualifying
Investor who appointed such alternate Director, if such appointment was individually by
such Qualifying Investor; or (ii) the Qualifying Investors who appointed such alternate
Director, if such appointment was collectively made by such Qualifying Investors. Upon
such nomination, approval and appointment, an alternate Director shall be entitled to be
counted for the purpose of constituting the quorum, vote, issue consent and sign a written
circular resolution and exercise all such rights as the relevant Director for whom such Person
has been appointed as an alternate Director. It is clarified that any such appointment of the
alternate Directors, shall to the extent required by the Applicable Law, be subject to the
consent of the RBI.

Alternate Director
to Investor Director

 

22.

The Qualifying Investor or the Qualifying Investors, as the case may be, shall be entitled to
remove the Investor Director(s) nominated by them on the Board, provided that, subject to
Applicable Law, the removal of an Investor Director shall always require the consent of
75% (seventy-five per cent) of the Qualifying Investors as determined in accordance with
the shareholding of each Qualifying Investor. Any vacancy occurring in the Board by reason
of the death, disqualification, resignation, removal or the inability of any Investor Director
to act as a Director for such reason whatsoever shall be filled only by another Investor
Director following the voting mechanism provided in Article 14.

Removal of Investor
Director

 

23.

The Investor Directors shall be non-executive directors. The Investor Directors shall not be
responsible for the day-to-day management of the Company and shall not be liable for any
failure by the Company to comply with Applicable Laws.

Investor Director to
be Non- Executive
Director

 

24,

To the maximum extent permitted by Applicable Law, the Investor Directors shall not be
liable for any default or failure of the Company in complying with the provisions of any
Applicable Law, including but not limited to, defaults under the Act, taxation and labour
laws of India. Subject to the provisions of the Act, the Company shall indemnify and hold
harmless to the fullest extent permitted by Applicable Law, the Investor Directors from and
against any and all threatened pending or completed actions, suits, claims or proceedings
and any and all costs, liabilities, damages, judgments, amounts paid in settlement and
expenses which such Director may directly or indirectly incur, suffer, and/or bear due to the
failure of the Company to comply with any of the provisions of any Applicable Law, or
these Articles or by reason of their activities as Directors or the fact that such individual is
or was a Director.

Liability of Investor
Director to be
limited

 

BOARD MEETINGS

 

 

25.

 

The Directors may meet together at a Board meeting for the dispatch of business from time
to time, and at least 4 (four) such meetings shall be held in every year with a time gap of not
more than 120 (one hundred and twenty) days. The Directors may adjourn and otherwise

 

Number of Board
Meetings

 

416

 
