 

44,

The Company shall hold a meeting of all Investors within 30 (thirty) days from the Board
meeting held at the end of each quarter of a Financial Year to discuss such matters as may
be considered necessary by the Investors including changes in Applicable Law. Such
meetings of the Investors may be held physically or by electronic means. The Investors shall
have the right to receive a management information report for the relevant quarter prior to
such meeting of Investors.

Investors’ Meeting

 

RIGHTS OF THE KEY PROMOTER TO SUBSCRIBE TO EQUITY SHARES

 

45.

Subject to Applicable Law, the Key Promoter shall have a right exercisable at his discretion
to

@ subscribe to such number of Securities having a beneficial value which is
equivalent to a maximum number of 4,500,000 (Four Million Five Hundred
Thousand Only) Equity Shares having a value of INR 140 (Rupees One Hundred
and Forty only) for each Equity Share, assuming that such Securities are subscribed
to and paid for, in or more tranches on or before the QIPO Date; and

(ii) further subscribe to such number of Securities having a beneficial value which is
equivalent to a maximum number of 5,000,000 (Five Million Only) Equity Shares
having a value of INR 180 (Rupees One Hundred and Eighty only) foreach Equity
Share, assuming that as many of such Securities as maybe required are subscribed
to and paid for, in one or more tranches on or before the QIPO Date, solely for the
purposes of adhering to the regulatory requirement of maintaining 26% (twenty
six percent) promoter shareholding in the Company as per the Guidelines or the
requirement of maintaining 20% (twenty percent) shareholding under the SEBI
(ICDR) Regulations post the QIPO. Further, the Key Promoter may relinquish his
rights to subscribe to these Securities to any or all other Promoters to adhere to the
Guidelines and/or Regulations.

 

RESTRICTIONS ON TRANSFER OF SECURITIES BY THE PROMOTERS

 

46.

The Promoters Securities shall constitute minimum of 26% (twenty-six per cent) of the total
paid-up equity capital of the Company.

The Promoter Securities aggregating to such number of Equity Shares which is equivalent
to a minimum of 26% (twenty-six per cent) of the total paid-up equity capital of the
Company shall be locked in for a period of five years from the Commencement Date
(“Promoter Locked-in Securities”) unless otherwise permitted by the RBI.

Provided that in the event the Promoters are required to lock-in a higher threshold of
Promoter Securities pursuant to the Applicable Law or the directions or regulations of RBI,
such excess Promoter Securities shall be deemed to be a part of the Promoter Locked-in
Securities.

Promoter locked-in
securities

 

 

47.

 

@ In case the Promoters’ shareholding exceeds the lock in requirement as stipulated
by Applicable Law, the Promoters’ lock in on transferability of shares to non-
Promoters, shall apply in priority to the Shares of the Key Promoter unless notified
otherwise by the Key Promoter to the remaining Promoters.

(ii) The Promoters shall not create any Encumbrance on the Promoter Locked-in
Securities provided that, this restriction shall not apply to a Promoter creating
Encumbrance on or transferring the Promoter Locked-in Securities in favour of the
other Promoter(s).

(iii) It is clarified that notwithstanding any of the foregoing, a minimum of 1,050,000
(one million fifty thousand) Equity Shares held by the Key Promoter shall not be
encumbered at any point in time except any Encumbrance in favour of any
Person for the purposes of raising money to subscribe to the Securities of the
Company.

 

Promoter not to
create
Encumbrance

 

420

 
