 

15.

Subject to the approval of the RBI and the provisions of Article 13(v), the Board shall consist
of such number of Directors, which shall be appointed in the following manner:

@ Majority of the Board members shall be Independent Directors. Such Independent
Directors shall include Persons with professional and other experience as required
under the 1949 Act. The Company shall appoint such number of Independent
Directors and woman Director as may be required under the Act, 1949 Act or any
other Applicable Law for the time being in force.

(ii) Without prejudice to Article 13 (iii), the Promoters of the Company shall,
collectively, have the right to appoint 1 (one) Director on the Board of the Company
(“Promoter Director”). Further, any such appointment shall, to the extent required
by Applicable Laws, be subject to the consent of the RBI. In the event any Director
nominated by the Promoters to the Board of the Company are not accepted by RBI,
the same will not be appointed to the Board and the Promoter will be entitled to
seek appointment of another Person as Promoter Director. Further, notwithstanding
anything contained herein, (a) the Promoter Director shall be the Managing
Director of the Company subject to the approval of the Board and prior approval
of the RBI and (b) the right of the Promoters to make such appointment shall not
supersede the requirement of having majority of Independent Directors on the
Board. Subject to receipt of approvals, the Managing Director shall be Mr. R.
Baskar Babu.

(iii) Until such time Mr. P. Surendra Pai holds such number of Securities which
constitutes at least 7.5% (seven point five per cent) of the issued and paid up share
capital of the Company, he shall be entitled to appoint and maintain in office 1
(one) Director on the Board (“Pai Director”). Pai Director (or its Alternate
Director) shall not be bound to hold any qualification shares. However, such
entitlement shall not supersede the requirement of having majority of Independent
Directors on the Board.

(iv) Subject to Article 13(v) and Applicable Law, each of the Qualifying Investors shall
be entitled to appoint a maximum of | (one) Director (“Investor Director”) to the
Board. However, such entitlement shall not supersede the requirement of having
majority of Independent Directors on the Board.

(v) In the event there are more than 3 Qualifying Investors, then the Qualifying
Investors will, collectively, nominate 3(three) Investor Directors to the Board as
per the voting process set out in Article 14.

It is clarified that at no point shall the number of Investor Directors be greater than the
number of Qualifying Investors. An Investor Director (or its Alternate Director) shall not be
bound to hold any qualification shares.

The Shareholders shall exercise all rights and powers available to them, including the
exercise of votes at General Meeting, to procure that effect is given to any nominations
made by the Promoters and Qualifying Investors as the case may be.

Promoter Director,
Pai Director,
Investor Director

 

 

16.

 

In order to appoint the Investor Directors in accordance with Article 13(iv), the Qualifying
Investors shall follow the procedure prescribed below:

@ Each Qualifying Investor shall be entitled to nominate 1(one) individual to be
considered as its nominee, or 2 (two) or more Qualifying Investors may choose to
jointly nominate 1 (one) individual as their nominee.

In the event the individual jointly nominated by the Qualifying Investors gets
elected as an Investor Director, then such Investor Director shall, by way of a
written statement declare if he/ she is a partner, officer, employee, or an adviser in
any of the Qualifying Investors that nominated him/ her under this Article 14(i)
(“Nominating Qualifying Investors”) or their Affiliates. Further, for the purposes
of Article 15, subject to the elected Investor Director not being a partner, officer,
employee, or an adviser of a Nominating Qualifying Investor or its Affiliate(s),

 

Procedure for
appointing Investor
Directors

 

414

 
