 

XXXV)

“Financial Statement” shall mean the financial statements of the Company for the relevant
Financial Year, which shall include: (i) the balance sheet as at the end of the relevant
Financial Year; (ii) the profit and loss account as at the end of the relevant Financial Year,
(iii) the cash flow statement for the relevant Financial Year;

“Financial
Statement”

 

Xxxvi)

“Financial Year” shall mean the accounting year of the Company commencing each year
on 1st April and ending the following 31st March, or such other period as the Company from
time to time designate as its accounting year in accordance with the provisions of the Act;

“Financial Year”

 

xxxvii)

“General Meeting” shall mean an Extraordinary General Meeting or Annual General
Meeting;

“General Meeting”

 

xxxvili)

“Governmental Authority” shall mean any federal/central, state or municipal government,
regulatory authority, governmental department, agency, instrumentality, commission,
board, tribunal, or court or other law, rule or regulation making entity or Person having or
purporting to have jurisdiction on behalf of any nation, or province or state or other
subdivision thereof or any municipality, district or other subdivision thereof, including any
Securities regulator in any relevant jurisdiction;

“Governmental
Authority”

 

XXxxix)

“Guidelines” shall mean the ‘Guidelines for Licensing of Small Finance Banks in the
Private Sector’ dated November 27, 2014, read with the clarifications to the queries on the
Guidelines for Licensing of Small Finance Banks in the Private Sector dated January 1,
2015, issued by the RBI, Operating Guidelines for Small Finance Banks dated October 06,
2016, Compendium of Guidelines for Small Finance Banks —Financial Inclusion and
Development dated July 06, 2017, and such other relevant rules and regulations issued by
RBI in relation to small finance banks including any statutory modifications or re-enactment
thereof for the time being in force;

“Guidelines”

 

xl)

“TFC” shall mean International Finance Corporation, an international organization
established by Articles of Agreement among its member countries including the Republic
of India;

“TFC”

 

xli)

“Independent Director” shall mean an ‘independent director’ (i) as per the requirements of |
the RBI; (ii) as defined under the Act and rules made thereunder; and (iii) who meets the
following criteria: (a) is not, and has not been in the past 5 (five) years, employed by the
Company or its Affiliates; (b) does not have, and has not had in the past 5 (five) years, a
business relationship with the Company or its Affiliates (either directly or as a partner,
shareholder (other than to the extent to which shares are held by such Director pursuant to a
requirement of Applicable Law relating to directors generally), and is not a director, officer
or senior employee of a Person that has or had such a relationship); (c) does not receive and
has not received in the past 5 (five) years, any additional remuneration from the Company
or its Affiliates other than his or her director's fee and such director's fee does not constitute
a significant portion of his or her annual income; (d) does not participate in any share option
plan or pension plan of the Company or any of its Affiliates; (e) is not employed as an
executive officer of another company where any of the Company's executives serve on that
company's board of directors; (f) is not, and has not been at any time during the past 5 (five)
years, affiliated with or employed by a present or former auditor of the Company or any of
its Affiliates; (g) is identified in the annual report of the Company distributed to the
Shareholders of the Company as an independent director; and (h) has not served on the
Board for more than 10 (ten) years;

“Independent
Director”

 

xlii)

“Independent Valuer” shall mean KPMG, PricewaterhouseCoopers, Ernst & Young,
Deloitte Touche Tohmatsu, BMR and Grant Thornton, or such Indian firm of chartered
accountants associated with any of them, and their respective successors, any other reputed
auditing firm as agreed in accordance with these Articles, or any other chartered accountant
as agreed to between the Promoters and Investors as per Applicable Law;

“Independent
Valuer”

 

xliii)

“Investment Amount” shall mean in respect of each Investor, the amounts paid or as may
be paid by such Investor for the subscription or acquisition of the Shares of the Company
from time to time.

“Investment
Amount”

 

 

xliv)

 

“Investors” shall mean (i) Aravind Srinivasan, (ii) Ask Pravi Private Equity Opportunities
Fund, (iii) Americorp Ventures Limited, (iv) DWM (International) Mauritius Ltd, (v)
Evolvence India Fund II Ltd, (vi) Gaja Capital Fund II Limited,(vii) Gaja Trustee Company

 

“Investors”

 

407

 
