15% (fifteen per cent) of the Share Capital reckoned as Shares on a Fully Diluted Basis;
and / or

SM acquiring or ceasing to be in Control of the Company, the Company and SM shall notify
the Investors of the same.

Common seal

114. The Company shall have a common seal (the “Seal’”) and the Directors shall provide for the safe custody
thereof. The Seal shall not be affixed to any instrument except by the authority of a resolution of the
Board and in the presence of at least 1 (one) Director and of the secretary of the Company or such other
person as the Board may appoint for the purpose and they shall sign every instrument to which the Seal
shall be affixed in their presence. Such signature shall be conclusive evidence of the fact that the seal has
been properly affixed.

Accounts and audit books of accounts to be kept

115. The managing director, or in case the office of managing director remains vacant, the Board shall cause
true accounts to be kept of the assets and liabilities and of all sums of money received and expended by
the Company.

116. Subject to the provisions of Section 128 of the Act, the books of accounts shall be kept at the registered
office of the Company or at such other places as may be decided by the Directors and shall be open to
inspection by the Directors. No Shareholder, not being a Director, shall have any right of inspection of
any account, or book or document of the Company except to the extent conferred by Applicable Law or
authorized by the Company in General Meeting.

Profit and Loss Account and Balance Sheet

117. At each annual general meeting, the Directors shall lay before the Company a balance sheet and a
statement of profit and loss account as provided in the Act.

Audit Report
118. The Auditor's report shall be attached to every profit and loss account and balance sheet.
Directors’ Report

119. The Directors’ report shall be attached to every such balance sheet, stating the conditions of the Company
and the amount, if any, which they recommend as dividend or bonus to the Shareholders. The Directors’
report, balance sheet and profit and loss account together with all annexures and attachments thereto shall
be approved by the Board and duly authenticated as per the provisions of Sections 134 of the Act
respectively.

Secrecy

120. Subject to other provisions of these Articles, no person, shall be entitled to visit or inspect the Company's
properties without the consent of the Board or the managing director or to require disclosure of any
information regarding the details of the Company's working, trading and any other matters in the nature
of trade secrets which in the opinion of the managing director may not be expedient in the interests of
the Company to communicate to the public.

Indemnity

121, The Company and each of the Sponsors (each, an “Indemnifying Party”) shall indemnify, and hold

harmless each of the Investors and their respective officers, directors, employees, agents and
sentatives (each, an “Indemnified Party”), from and against any and all losses, Claims, damages,
ies, and expenses (including fees, charges and disbursements of counsel) which may be incurred
by or asserted against any Indemnified Party arising out of, in connection with, or related to: (i) the
execution, delivery or performance of the Shareholders Agreement or any Transaction Document or any

 

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