appoint the Alternate Directors so nominated by the respective Investors in their meeting immediately
following, the receipt of such Alternate Director Nomination Notice. The Investors shall also have a right
to withdraw their respective nominated Alternate Director(s) and nominate another person to act as an
Alternate Director to their respective Investor Director instead. The Sponsors shall take all such actions,
including exercising their respective votes in relation to the Equity Shares controlled by each of them, as
may be required to cause any Alternate Director so nominated to be duly appointed.

Removal / Replacement / Resignation of Investor Directors

80.

Each Investor may require the removal of the Investor Director nominated by such Investor at any time
and shall be entitled to nominate another person as its Investor Director in place of any such Investor
Director so removed in the manner as provided by a notice in writing to the Company. In the event of
the resignation, retirement or vacation of office of any Investor Director, the Investor appointing such
Investor Director shall be entitled, subject to Article 72 (Board Composition), to nominate another person
in place of such Investor Director and the Sponsors and SM shall, ensure, to the fullest extent of all rights
and powers available to them, that such nominee is promptly appointed as a Investor Director, as per the
provisions of the Act and in accordance with Applicable Law.

Committees of the Board

81.

The Board may constitute such committees, as it deems appropriate, consisting of such member(s) of the
Board, to the extent permitted under Applicable Law and in accordance with the Corporate Governance
Improvement Plan and shall also frame the terms governing such committees, including the terms of
reference and the composition of such committees. Each Investor may, at its option, nominate the
Investor Director, in any committee which may hereafter be constituted by the Board as per the Corporate
Governance Improvement Plan, including a committee constituted for the purpose of an initial public
offering by the Company or any fund raising committee and the Board shall ensure that such Investor
Director is nominated to such committee. However it is made clear that the each of the Investor Directors
shall have the right to be present and take part only as an invitee in any discussion relating to Specified
Matters, in any audit committee, if and when constituted, with a mandate and scope of powers that
includes any of the Specified Matters.

Procedures and Meetings of the Board

82.

83.

84.

Subject to Applicable Law, the Board shall meet at least once every quarter of each Financial year, and
at least 4 (four) meetings of the Board shall be held in each calendar year subject to an annual schedule
and confirmation of the date of the next Board meeting at the previous Board meeting. Provided the gap
between any two meetings shall not be more than 120 days.

Written notice of each meeting of the Board shall be given to all the Directors and their duly appointed
alternates, if any, as provided under Article 78 and 79 (Alternate Director). Written notice of a meeting
under this Article 83 shall be sent to the address, notified from time to time by the Directors and their
alternates, if any, at least 15 (fifteen) days in advance of such meeting provided that where, exceptionally,
the Board is required to make a decision in circumstances in which the foregoing notice requirements
cannot be observed, such notice requirements may be waived by a majority of the Directors.

An agenda setting out in detail the items of business proposed to be transacted at a meeting of the Board
together with necessary information and supporting documents shall be circulated to each of the Directors
and their alternates, if any along with the notice for such meeting of the Board or at least 10 (ten) days
prior to the date of meeting. Provided where the agenda includes any matter which is specified under
Article 102 (Investor Consent Rights), the agenda shall be sent to Directors as soon as may be possible
but within 3 (three) days of issue of notice of meeting of the Board. Provided any waiver granted with
respect to notice under Article 83 shall mutatis mutandis apply to agenda under this Article.
Notwithstanding anything contained herein, no decisions shall be taken by the Board with respect to
matters specified in Article 102 (Investor Consent Rights) without each Investor’s prior written consent.

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