Investor Director

75.

Subject to the provisions of Article 18 (Cessation of Special Rights), and Article 60 (Term and
Termination) of these Articles, each Investor shall have a right but not an obligation to nominate one (1)
Director each. The nominee appointed by IFC (“IFC Director”) and the nominee of Marina III Director”)]
shall collectively be referred to as the “Investor Directors” and individually as the “Investor Director”.
The Company, the Sponsors and SM shall procure that each of the Investor Directors is appointed to the
Board in accordance with Applicable Law. The Investor Directors shall be non-executive 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 Law. The Company shall nominate any of the Directors or
other senior officers of the Company other than the Investor Directors as “person in charge” as
contemplated under Applicable Law and shall make their best efforts to ensure that the Investor Directors
are not included within the scope of “officer who is in default” under Applicable Law. The Investor
Directors shall not be required to hold any qualification shares. In the event that any notice or proceedings
have been filed against any of the Investor Directors, the Company, the Sponsors and SM shall take all
necessary steps to ensure that name of such Investor Director is excluded / deleted and the charges /
proceedings against such Investor Director are withdrawn and shall also take all steps to defend such
Investor Director against such proceedings and the Company shall pay all costs, damages, fines, levies
etc. that may be levied against such Investor Director.

Nominee Director for Lenders

76.

If as per the terms of agreement or arrangement in respect of any loan or borrowing by the Company
from any Government, bank, finance institution or any body corporate the right is given to the lender for
the appointment of a Director or Directors with the power to remove such Director or Directors, in the
event of a Director or Directors being appointed or vacating his office by resignation or otherwise then
such appointment or resignation shall be supported by the Board notwithstanding anything to the contrary
contained in these Articles. The Director or Directors so appointed shall not be liable to retirement by
rotation and they will not be taken into account in determining the retirement by rotation of Directors. If
the Director or Directors so appointed ceases to be a Director by resignation or otherwise, the
reappointment or fresh appointment as the case may be shall be done in accordance with the agreement
entered into between the Company and the lender.

Appointment of Managing/ Whole Time/ Executive Directors and their remuneration

77.

The Board may from time to time appoint one or more of their body to the office of managing directors/
whole time directors/ executive directors for such term, on such remuneration (whether by way of salary
(including perquisites) or a commission or partly by one and partly by another) as they may think fit.
Their appointment shall cease ipso facto if the person concerned ceases from any cause to be a Director.

Alternate Director

78.

79.

The Board of Directors of the Company may appoint an alternate director (“Alternate Director”) to act
for a Director (hereinafter called “the Original Director”) during his absence for a period of not less than
three (3) months from the State in which the meetings of the Board are ordinarily held and such
appointment shall have effect and such appointee, whilst he holds office as an Alternate Director shall
be entitled to notice of meetings as the Directors and to attend and vote thereat accordingly. Alternate
Director appointed under this Article shall not hold office as such for a period longer than that permissible
to the Original Director in whose place he has been appointed and shall vacate office if and when the
Original Director returns to the State. If the term of office of the Original Director is terminated before
he returns to the State, any provisions in the Act or in these Articles for the automatic re-appointment of
retiring Directors in default of another appointment shall apply to the Original Director and not to the
Alternate Director. The appointment of an Alternate Director shall not constitute an addition to the
strength of the Board and the number of Original Directors alone will be counted in order to ascertain
the maximum strength of the Board as provided in Article 72 (Board Composition). Any vacancy arising
in the office of an Alternate Director shall not create any vacancy in the Board of Directors.

The Investors shall be entitled to nominate Alternate Director(s) to the Directors nominated by them, to

act in accordance with the Act and shall issue a written notice to the Company providing the name and
contact address of such Alternate Director (“Alternate Director Nomination Notice”). The Board shall

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