 

48.

Notwithstanding anything contained in these Articles, if any change in shareholding of the
Promoters is required to be carried out solely on account of ensuring compliance with
Applicable Law then such change in shareholding of the Promoters shall be permitted to
ensure compliance with Applicable Law. It is further clarified that notwithstanding anything
contained in these Articles but subject to Article 45, any Security acquired by the Promoters
other than the Promoter Locked-in Securities shall, subject to Applicable Law, not be subject
toa lock-in.

Change in
Promoters’
shareholdings

 

TRANSFER OF SECURITIES BY INVESTORS

 

49.

@ As long as IFC and/or DEG is a Shareholder in the Company or holds Securities,
no Party shall Transfer any shares in the Company or Securities to any DEG
Prohibited Person or any of the individuals or entities named on (a) lists
promulgated by the United Nations Security Council or its committees pursuant to
resolutions issued under Chapter VII of the United Nations Charter; or (b) the list,
as updated from time to time, of Persons of entities ineligible to be awarded a World
Bank Group-financed contract or otherwise sanctioned by the World Bank Group
sanctions board for the period indicated on the list because they were found to have
violated the fraud and corruption provisions of the World Bank Group anti-
corruption guidelines and practices (this list may be found at
www.worldbank.org/debarr or any successor website or location); and

 

(ii) As long as IFC and/or DEG is a Shareholder in the Company or holds Securities,
the Shareholders shall cause the Company to, and the Company shall, refuse to
recognize any purported Transfer of shares in the Company or Securities in
violation of this Article 47 or record or register any such Transfer of shares in the
Company or Securities in its share registry. Any Transfer made in breach of this
Article 47 shall be null and void.

Overall restriction
on Transfers

 

50.

All Securities held by the Investors shall be freely transferable. Each of the Investors shall
be entitled to Transfer their Securities (including Equity Shares) to any Person (including to
their respective Affiliates) at any time and in any manner in accordance with and subject to
the terms of these Articles.

Transfer of
securities by
Investors

 

51.

Notwithstanding anything contained herein, no Shareholder whose shareholding constitutes
shareholding by a “person resident in India” as per FEMA Regulations shall transfer any
Securities (including to Affiliates) held by it to a “person resident outside India” or to the
Company pursuant to a buy-back if such transfer would result in violation of Applicable
Law. It is clarified that the above restriction shall not restrict the exercise of a right by a
Non-resident Shareholder under these Articles to transfer its Securities to another Non-
resident.

Transfer as per
FEMA Regulations

 

 

52.

 

Each of the Investors shall be entitled to Transfer any or all of the rights and/or obligations
hereunder to any proposed transferee of Securities, subject to the provisions of these Articles
and Applicable Law:

@ the proposed transferee executes the Deed of Adherence or Affiliate Deed of
Adherence contemplated in Articles 51 or 52 below, as the case may be; and

(ii) Upon the execution of the Deed of Adherence / Affiliate Deed of Adherence, the
transferee shall be deemed to be an Investor and be entitled to all of the rights of
the Investor under the Articles, provided that: (a) the transferee shall be entitled to
the information rights under these Articles including but not limited to right to
receive notice, agenda, minutes and the rights under Articles 23 to 33 only in the
event the transferee holds equal to or more than 50% (fifty per cent) of the shares
held by the transferring Investor as of the date on which the Agreement became
effective in respect of that Investor in accordance with the terms of the Agreement
or the transferee holds more than 2% (two per cent) of the total issued and paid up
share capital of the Company after such Transfer; and (b) the transferee shall not
be entitled to the rights of a Qualifying Investor unless such transferee satisfies the
conditions of a Qualifying Investor.

It is clarified that if transfer of Securities by the Investors and/or their Affiliates
(Transferors) to any Person (Transferee) does not, in aggregate exceed 1.99% of the total

 

Investors’ Right to
Transfer

 

421

 
