Common use of Appointment of proxies Clause in Contracts

Appointment of proxies. (a) (Requirements) Each appointment of a proxy shall be in writing and shall be deposited at the registered office of the Security Trustee or in such other place as the Security Trustee shall designate or approve, together with proof satisfactory to the Security Trustee of its due execution (if so required by the Security Trustee), not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the named proxy proposes to vote, and in default, the appointment of proxy shall not be treated as valid unless the chairman of the meeting decides otherwise before that meeting or adjourned meeting proceeds to business. A notarially certified copy proof of due execution as specified above (if applicable) shall, if required by the Security Trustee, be produced by the proxy at the meeting or adjourned meeting, but the Security Trustee shall not thereby be obliged to investigate or be concerned with the validity or the authority of the proxy named in any such appointment. The proxy named in any appointment of proxy need not be a Voting Mortgagee. -------------------------------------------------------------------------------- Page 42 -------------------------------------------------------------------------------- (b) (Proxy remains valid) Any vote given in accordance with the terms of an appointment of proxy set out in clause 40.9(a) shall be valid notwithstanding the previous revocation or amendment of the appointment of proxy or of any of the Voting Mortgagee's instructions pursuant to which it was executed, provided that no intimation in writing of such revocation or amendment has been received by the Security Trustee at its registered office, or by the chairman of the meeting, in each case within the 24 hours before the commencement of the meeting or adjourned meeting at which the appointment of proxy is used.

Appointment of proxies. (a) (Requirements) Each appointment of a proxy shall be in writing and shall be deposited at the registered office of the Security Trustee or in such other place as the Security Trustee shall designate or approve, together with proof satisfactory to the Security Trustee of its due execution (if so required by the Security Trustee), not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the named proxy proposes to vote, and in default, the appointment of proxy shall not be treated as valid unless the chairman of the meeting decides otherwise before that meeting or adjourned meeting proceeds to business. A notarially certified copy proof of due execution as specified above (if applicable) shall, if required by the Security Trustee, be produced by the proxy at the meeting or adjourned meeting, but the Security Trustee shall not thereby be obliged to investigate or be concerned with the validity or the authority of the proxy named in any such appointment. The proxy named in any appointment of proxy need not be a Voting Mortgagee. -------------------------------------------------------------------------------- Page 42 --------------------------------------------------------------------------------. (b) (Proxy remains valid) Any vote given in accordance with the terms of an appointment of proxy set out in clause 40.9(a) shall be valid notwithstanding the previous revocation or amendment of the appointment of proxy or of any of the Voting Mortgagee's instructions pursuant to which it was executed, provided that no intimation in writing of such revocation or amendment has been received by the Security Trustee at its registered office, or by the -------------------------------------------------------------------------------- Security Trust ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- chairman of the meeting, in each case within the 24 hours before the commencement of the meeting or adjourned meeting at which the appointment of proxy is used.

Appointment of proxies. (ai) Any NCD Holder entitled to attend and vote at the Meeting shall be entitled to appoint another person (Requirementswhether a NCD Holder or not) Each appointment as his proxy to attend and vote instead of himself. (ii) In every notice calling the Meeting there shall appear with reasonable prominence a statement that a NCD Holder entitled to attend and vote is entitled to appoint one or more proxies, to attend and vote instead of himself, and that a proxy shall need not be in writing a NCD Holder. (iii) The instrument appointing a proxy and the power of attorney (if any) under which it is signed or a notarially certified copy of the power of attorney shall be deposited at the registered office of the Security Trustee Company not less than 48 (forty eight) hours before the time for holding the Meeting or adjourned Meeting at which the person named in the instrument proposes to vote or in such other place as the Security Trustee shall designate or approve, together with proof satisfactory to the Security Trustee case of its due execution (if so required by the Security Trustee)a poll, not less than 24 (twenty four) hours before the time appointed for holding the meeting or adjourned meeting at which taking of the named proxy proposes to vote, poll and in default, the appointment instrument of proxy shall not be treated as valid unless the chairman of the meeting decides otherwise before that meeting or adjourned meeting proceeds to business. A notarially certified copy proof of due execution as specified above valid. (if applicableiv) shall, if required by the Security Trustee, The instrument appointing a proxy shall:- (a) be produced by the proxy at the meeting or adjourned meeting, but the Security Trustee shall not thereby be obliged to investigate or be concerned with the validity or the authority of the proxy named in any such appointment. The proxy named in any appointment of proxy need not be a Voting Mortgagee. -------------------------------------------------------------------------------- Page 42 --------------------------------------------------------------------------------writing; and (b) be signed by the appointer or his attorney duly authorised in writing, or if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorised by it. (Proxy remains validv) Any The instrument appointing a proxy shall be in the form as set out in Form No. MGT-11 pursuant to Rule 19(3), Companies (Management and Administration) Rules, 2014, and shall not be questioned on the ground that it fails to comply with any special requirements specified for such instruments by the articles of association of the Company. (vi) Every NCD Holder entitled to vote at a Meeting of the NCD Holders of the Company on any resolution to be moved thereat shall be entitled during the period beginning 24 (twenty four) hours before the time fixed for the commencement of the Meeting and ending with the conclusion of the Meeting to inspect the proxies lodged, at any time during the business hours of the Company, provided not less than 48 (forty eight) hours’ notice in writing of the intention so to inspect is given to the Company. (vii) A vote given in accordance with the terms of an appointment instrument of proxy set out in clause 40.9(a) shall be valid notwithstanding the previous revocation death or amendment insanity of the appointment principal or the revocation of the proxy or of any the authority under which the proxy was executed or the transfer of the Voting Mortgagee's instructions pursuant to NCDs in respect of which it was executedthe proxy is given, provided that no intimation in writing of such death, insanity, revocation or amendment transfer has been received by the Security Trustee Company at its the registered office, or by the chairman of the meeting, in each case within the 24 hours office before the commencement of the meeting Meeting or adjourned meeting Meeting at which the appointment of proxy is used. 1. A copy of the constitutional documents (including the articles of association and the certificate of incorporation) of the Company certified as a true copy. 2. A copy of a resolution of the Board of the Company: (a) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute the Transaction Documents to which it is a party; (b) creation and perfection of the Security Interest in favour of the Debenture Trustee in accordance with the Transaction Documents; (c) authorising a specified person or persons to execute the Transaction Documents to which it is a party on its behalf; and (d) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including a subscription request certificate) to be signed and/or despatched by it under or in connection with the Transaction Documents to which it is a party. 3. A specimen of the signature of each person authorised by the resolution referred to in paragraph 2 above. 4. A certified true copy of the special resolution of the shareholders of the Company under Section 180 (1) (a) and Section 180 (1) (c) the Companies Act authorising the offering for issuance by way of private placement of the NCDs by the Company. 5. Evidence of filing special resolution by the Company with the relevant registrar of companies in accordance with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014. 6. A certificate from the Company (signed by a director/KMP) confirming that: (a) there has been no change to any of the documents, confirmations, certificates, resolutions and information delivered by it or in relation to it under Part A of this Schedule (Conditions Precedent to NCDs) of the Deed since the date of delivery; (b) each of the documents, confirmations, certificates, resolutions and information delivered by it or in relation to it under Part A of this Schedule (Conditions Precedent to NCDs) of the Deed and each copy thereof is correct, complete and in full force and effect as at a date no earlier than the date of the Deed; (c) borrowing, guaranteeing, securing or otherwise collateralising, as appropriate, the NCDs would not cause any borrowing, guaranteeing, securing, collateralising or similar limit binding on it to be exceeded; (d) no Default has occurred or is continuing or would result from the issuance and allotment of NCDs under the proposed issue; (e) the representations and warranties set out in the Deed and in each other Transaction Document are true; (f) the Company is able to pay its debts and would remain able to do so in consequence of the issue of the NCDs or entering into the Transaction Documents to which it is a party or creating any Security Interest under the Transaction Documents to which it is a party; (g) no execution or other legal process issued on the basis of a judgment, decree or order of any court in favour of a creditor of the Company remains unsatisfied in whole or in part, except as disclosed to the NCD Holders; (h) no action has been taken or is pending (including the filing of documents with any court) and no legal proceedings have been commenced or are threatened or are pending for: (A) the winding up, liquidation, dissolution, administration or reorganisation of the Company; (B) the Company to enter into any composition or arrangement with its creditors generally; (C) the appointment of a receiver, administrator, administrative receiver, trustee or similar officer in respect of the Company or any of its property, undertaking or assets; or (D) and no event equivalent to any of the foregoing has occurred in or under the laws of India; (i) the issue of the NCDs, the entry into of the Transaction Documents to which it is a party and any Security Interest created by the Company under or pursuant to the Transaction Documents to which it is a party will be entered into or made, as the case may be, by the Company, in good faith and for the purpose of carrying on its business, and there are reasonable grounds for believing that such entry into of such Transaction Documents and the creation of security thereunder would be in the best interest of the Company; (j) in issuing and allotting the NCDs and in entering into the Transaction Documents to which it is a party, and/or creating the Security Interest under or pursuant to the Transaction Documents to which it is a party, the Company has no desire to give a preference to any Person as contemplated by Section 328 of the Companies Act; (k) the Company has sufficient assets to maintain the Required Cover in accordance with the requirements of Transaction Documents; (l) that there is no Material Adverse Effect; (m) no force majeure event has occurred or is subsisting at the time of the Deemed Date of Allotment; (n) all fees and expenses under the Transaction Documents have been fully paid; (o) the Company has submitted all documents requested for by the NCD Holders, for compliance with know your client and other internal requirements of the NCD Holders. 7. A certificate of a practicing chartered accountant of the Company confirming that the NCDs would not cause any borrowing, guaranteeing, securing, collateralising or similar limit, as appropriate, binding on it to be exceeded including the requirement of maintenance of a debt equity ratio of 5:1 on a fully diluted basis (including any refinancing but excluding any securities or debt instruments issued in furtherance of any agreed signed by the Company) as set out in Article 77 (f) (List of Reserved Matters) of the articles of association of the Company. 8. The Company shall have entered into arrangement with the Depositories for issuing and holding NCDs in dematerialized form. 9. Execution of the tripartite agreement by and between the Registrar and Transfer Agent, Depository and the Company. 10. A copy of each of the following Transaction Documents, duly executed by the parties to it (including): (a) this Deed; (b) the Debenture Trustee Agreement; (c) the Escrow Account Agreement; (d) the Fee Letter; (e) the Offer Documents; (f) the Security Documents, and such other documents as may be required by the Debenture Trustee. 11. Evidence that the Company has complied with all conditions attached to all Authorisations. The Company shall issue a certificate confirming that all Authorisations, which are required to be obtained by the Company, have been duly obtained. 12. A copy of the certificate from the chief financial officer of the company /company secretary certifying the proposed end-use of the Investment Amounts. 13. A copy of any other Authorisation or document, opinion or assurance which the Debenture Trustee considers to be necessary or desirable (and has so communicated to the Company) in connection with the NCDs or the entry into and performance of the transactions contemplated by any Transaction Document or for the validity or enforceability of any Transaction Document or for the perfection of any security created pursuant to the Transaction Documents. 14. The certified true copy of the Original Financial Statements of the Company for the Financial Year ending March 31, 2018.