“Approved Business Plan” means the Business Plan or, as the case may be, any revision thereof, duly
approved by the Board of Directors of the Company;

"Articles" shall mean these Articles of Association framed or as altered from time to time or of this Act;

“Audited Financial Statements" means the financial statements of the Company for any Financial Year,
which includes the balance sheet and the profit and loss account of the Company audited by the statutory
Auditors of the Company, including the notes to accounts;

"Auditors" means the independent, external auditors of the Company;

“Authorisations” mean any consent, registration, filing, agreement, notarization, certificate, license,
approval, permit, authority or exemption from, by or with any Authority, whether given by express action
or deemed given by failure to act within any specified time period and all
corporate, creditors’ and shareholders' approvals or consents;

"Authority" means any national, supranational, regional or local government, or governmental,
statutory, regulatory, administrative, fiscal, judicial, or government-owned body, department,
commission, authority, tribunal, agency or entity, or central bank (or any Person whether or not
government owned and howsoever constituted or called, that exercises the functions of the central
bank);

“Authorized Representative" means, in relation to the Company, any individual who is duly authorized
by the Company to act on its behalf and whose name and a specimen of whose signature appear on the
Certificate of Incumbency and Authority most recently delivered by the Company to the Investors;

“Average EBITDA” means the average of (i) EBITDA as per the Audited Financial Statements of the
Company for the Financial Year immediately preceding the Financial Year in which the question of
computing “Average EBITDA” has arisen and (ii) the projected EBITDA as per the latest Approved
Business Plan;

“Board of Directors" or "Board" means the board of directors of the Company, nominated and elected
from time to time, constituted in accordance with the Act and in compliance of terms of these Articles;

“Borrowing” means any indebtedness in respect of:

(a) monies borrowed;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised
equivalent;

(a) any amount raised pursuant to any note purchase facility or the issue of bonds (other than

performance bonds), notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in
accordance with Indian GAAP, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-
recourse basis);

(p any amount raised under any other transaction (including any forward sale or purchase
agreement) having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from

fluctuation in any rate or price (and, when calculating the value of any derivative transaction,
only the marked to market value shall be taken into account);

399
