Dated March 16, 2011 DEBENTURE TRUST DEED amongst Dr. REDDY’S LABORATORIES LIMITED (as the Issuer) and IDBI TRUSTEESHIP SERVICES LIMITED (as the Debenture Trustee)

▇▇. ▇▇▇▇▇’▇ LABORATORIES LIMITED, a Company incorporated under the Companies Act, 1956 and having its registered office at ▇-▇-▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ — 500 016 (hereinafter referred to as the “Issuer / Company” which expression shall unless excluded by or repugnant to the context or meaning thereof, be deemed to include its successors and assignees) of the ONE PART; and

IDBI TRUSTEESHIP SERVICES LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Asian Building, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇, ▇. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ 400 001, acting in its capacity as Debenture Trustee for the benefit of the Debenture Holder (as defined hereunder) (hereinafter referred to as the “Debenture Trustee”, which expression shall unless excluded by or repugnant to the context or meaning thereof, be deemed to include its successors and assignees) of the OTHER PART.

The Company is a fully integrated pharmaceutical company. Its purpose is to provide affordable and innovative medicines through its three core businesses:

Pharmaceutical Services and Active Ingredients, comprising of Active Pharmaceuticals and Custom Pharmaceuticals businesses;

Global Generics, which includes branded and unbranded generics; and

Proprietary Products, which includes New Chemical Entities (NCEs), Differentiated Formulations, and Generic Biopharmaceuticals

The Company was originally incorporated under the name and style of ‘▇▇. ▇▇▇▇▇’▇ Laboratories Private Limited’ in the State of Andhra Pradesh on February 24, 1984. Subsequently, the Company was converted into a public limited company after complying with the necessary provisions of The Companies Act, 1956 and obtaining from the Registrar of Companies, Andhra Pradesh, Hyderabad on December 6, 1985 a fresh Certificate of Incorporation consequent to the change of name of the Company to ‘▇▇. ▇▇▇▇▇’▇ Laboratories Limited’.

The share capital structure of the Company as on March 31, 2010 is as under:

 

24,00,00,000 equity shares of Rs. 5/- (Rupees Five Only) each

 

16,88,45,585 equity shares of Rs. 5/- (Rupees Five Only) each *

16,88,45,385 equity shares of Rs. 5/- (Rupees Five Only) each fully paid up*#

Pursuant to the resolution dated March 31, 2010, the Board of Directors of the Company approved a scheme of arrangement between the Company and its members under Sections 391-394 of the Companies Act, 1956 (the “Scheme”) for the issuance of unsecured, redeemable, non-convertible, fully paid up bonus debentures of face value of Rs. 5/- (Rupees Five Only) (“Debentures”) to its members by restructuring of the Company’s general reserve (built through retained undistributed profits and forming part of the revenue reserves) (“General Reserve”). The Scheme was approved by the shareholders of the Company in terms of the resolution passed at the Extraordinary General Meeting held on May 28, 2010 and was sanctioned by the Hon’ble High Court of Andhra Pradesh vide its order dated July 19, 2010.

The Debenture Trustee has, at the request of the Issuer, agreed to act as trustee under these presents for the benefit of the Debenture Holder as per consent letter No.3192/ITSL/OPR/CL/10-11/▇▇▇/259, dated March 1, 2011.

The Issuer and the Debenture Trustee have agreed that the Debentures will be constituted and issued under this Debenture Trust Deed (as defined hereunder).

In this Deed:

Words denoting singular shall include plural and vice-versa.

Words denoting one gender only shall include the other gender.

All references in these presents to any provision of any statute shall be deemed also to refer to the statute, modification or re-enactment thereof or any statutory rule, order or regulation made thereunder or under such re-enactment.

All references in these presents to schedules, recitals, sections, sub-sections, paragraphs or sub-paragraphs shall be construed as reference respectively to the schedules, recitals, sections, sub-sections, paragraphs and sub-paragraphs of these presents.

The provisions contained in the Schedules hereunder written shall have effect in the manner as if they were specifically set forth herein.

Subject to the terms, conditions and covenants contained in this Deed, IDBI Trusteeship Services Limited is hereby appointed as the Debenture trustee to act on behalf of the Debenture Holders pursuant to the trust created hereunder and IDBI Trusteeship Services Limited hereby agrees to act as Debenture trustee for the purposes and in accordance with the terms and provisions set forth herein and on the remuneration as mentioned in Clause 21 hereof.

The Issuer hereby settles in trust with the Debenture Trustee the sum of Rs. 1000/- (Rupees One Thousand only). The Debenture Trustee hereby confirms receipt of and accepts the above amount of Rs. 1000/- (Rupees One Thousand only) in trust hereby declared and, subject to the terms and conditions of this Deed, agrees to act as trustee for the benefit of the Debenture Holders and their successors, transferees, novatees and assignees.

The Debenture constituted and issued hereunder are 1,015,516,392 numbers of 9.25% Unsecured, redeemable, non-convertible, fully paid up bonus debentures of the Company denominated in nominal value of Rs. 5/- (Rupees Five only) each, of an aggregate value of Rs. 5,077,581,960 (Rs. Five Hundred Seven Crores Seventy Five Lacs Eighty One Thousand Nine Hundred Sixty Crores only), being issued by way of a bonus issuance to each shareholder of the Company whose name is recorded in the Register of Members and records of the depositary as shareholder of the Company on the Record Date, in the ratio of 6 Debentures of face value Rs. 5/- (Rupees Five Only) each fully paid up in the Company for every equity share of Rs. 5/- (Rupees Five Only) each fully paid up held by such shareholder in accordance with the terms and conditions set out in the Scheme.

Each of the Debentures constitutes direct, unconditional obligations of the Issuer without any preference inter se.

The Issuer covenants with the Debenture Trustee that the Issuer shall pay the Redemption Price on redemption of the Debenture and the Interest on the Debenture in accordance with the Financial Covenant and Conditions on the respective due date and shall comply with all its obligations under this Deed including repayment of all other monies payable by the Issuer to the Debenture Trustee and the Debenture Holders in accordance with the terms of this Deed.

The Debentures shall be issued in dematerialized form to the Members who are recorded as holding equity shares of the Company in dematerialized form, or from whom the Company has received a notice in writing prior to the Record Date of details of their account with a depositary participant and who have provided details thereof and such other confirmations as may be required, by direct credit to the account of such Member. For all other Members or in the event that the Company is unable to credit the demat accounts of the aforesaid Members, the Company shall issue Debentures in physical form to such Member. The Debenture issued in dematerialised form shall be in accordance with the provisions of the ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ and the regulations made thereunder and issued in accordance with the terms and conditions stipulated under the Scheme.

The Debenture issued in physical form shall be in the form or substantially in the form set out in Schedule III hereunder written and shall be enclosed with the Financial Covenants and conditions set out in Schedule I hereto.

The representations, warrants and covenants made by the Issuer to the Debenture Trustee in this Clause are made as of the date hereof and as of the date of allotment of the Debentures to the Debenture Holders.

The Issuer hereby represents and warrants to the Debenture Trustee that:

The Issuer:

is a duly organized and validly existing company incorporated in India under the Act;

is a public limited company listed on the Bombay Stock Exchange Limited, the National Stock Exchange of India Limited and the New York Stock Exchange, Inc.; and

has power and authority to own its properties and assets and to transact the business in which it is engaged and to do all things necessary or appropriate to consummate the transactions contemplated by this Deed.

The Issuer has the corporate power to execute and deliver and to comply with the provisions of this Deed and that it has taken all necessary corporate and other action to authorise the execution, delivery and performance by it of such other documents as have been executed and delivered as of each date this

The Issuer is able to, and has not admitted its inability to, pay its debts as they mature and has not suspended making payment on any of its debts, nor, will it become so in consequence of entering into this Deed.

The Issuer, by reason of actual or anticipated financial difficulties, has not commenced, and does not intend to commence, negotiations with one or more of its creditors with a view to rescheduling its indebtedness.

The value of the assets of the Issuer is more than its respective liabilities (taking into account contingent and prospective liabilities) and it has sufficient capital to carry on its business.

The Issuer has not taken any corporate action nor has taken any legal proceedings or other procedure or steps in relation to any bankruptcy proceedings.

The Issuer hereby undertakes and agrees with the Debenture Trustee that throughout the continuance of this Deed till Maturity, the Issuer shall unless otherwise agreed to by the Debenture Trustee:

execute and/or do, at its own expense, all such deeds, assurances, documents, instruments, acts, matters and things, in such form and otherwise as the Debenture Trustee may reasonably or by law require or consider necessary in relation to enforcing or exercising any of the rights and authorities of the Debenture Trustee.

pay the stamp duty on this Deed on or before the execution of this Deed and all reasonable costs of the Debenture Trustee (including legal costs) and other charges, if any, incurred in connection with the stamping and if, any penalty or legal costs or any other charges are paid by the Debenture Holder, the Issuer will pay to the Debenture Trustee the amount thereof and also to deliver to the Debenture Trustee certified copies of the receipts evidencing payment of stamp duty and other charges in connection with the stamping of this Deed. In the event of the Issuer failing to pay such stamp duty, other duties, taxes and penalties as aforesaid, the Debenture Trustee will be at liberty, but shall not be bound, to pay the same and the Issuer shall reimburse the same to the Debenture Trustee on demand with interest thereon at the Default Interest.

The Issuer shall carry out and conduct its business with due diligence and efficiency and in accordance with sound managerial and financial standards and business practices with qualified and experienced management and personnel, and shall diligently make all efforts to preserve its corporate existence and status and all rights, contracts, privileges and concessions now held or hereafter acquired by it in the conduct of its business and it will materially comply with all Applicable Laws and shall engage in business which is permitted by its Memorandum and Articles.

The Issuer shall obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations necessary to enable it lawfully to enter into and perform its obligations under this Deed or to ensure the legality, validity, enforceability or admissibility in evidence in India of this Deed.

The Issuer shall perform and observe in all material respects including in a timely manner, all of its covenants and agreements contained in this Deed.

The Issuer shall, as soon as possible but not later than (unless otherwise specified) 7 (seven) Business Days from the occurrence of any of the events set out below:

forthwith give notice to the Debenture Trustee of occurrence of any Event of Default or any event which, after the notice, or lapse of time, or both, would constitute an Event of Default, specifying the nature of such Event of Default or of such event and any steps the Issuer has taken or proposes to take to remedy the same;

provide to the Debenture Trustee such further information regarding the financial condition, business and operations of the Issuer as the Debenture Trustee may reasonably request in relation to the payments due to be made on the Debentures;

on occurrence of any change in Rating, notify the Debenture Trustee, specifying the credit rating applicable to its senior debt;

shall furnish, upon the request of the Debenture Trustee such documentation and other evidence as is reasonably requested by the Debenture Trustee (including on behalf of any prospective new Debenture Holders) in order for such Debenture Holders or any prospective new Debenture Holders to conduct any “know your customer” or other similar procedures under Applicable Laws.

The Issuer shall materially comply with:

All laws, rules, regulations and guidelines, as applicable in respect of the Debentures, including (i) the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as may be in force from time to time during the currency of the Debentures; and (ii) the provisions of the listing agreement entered into by the Issuer with the NSE/ BSE in relation to the Debentures;

The Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993 as in force from time to time, in so far as they are applicable to the Debenture and furnish to the Debenture Trustee such data, information, statements and reports as may be deemed necessary by the Debenture Trustee in order to enable them to comply with the provisions of Regulation 15 thereof in performance of their duties in accordance therewith to the extent applicable to the Debentures; and

The provisions of the Act in relation to the issue of the Debentures.

The Issuer shall promptly and expeditiously attend to and redress the grievances, if any, of the Debenture Holders. The Issuer further undertakes that it shall promptly comply with the reasonable suggestions and directions that may be given in this regard, from time to time, by the Debenture Trustee and shall advise the Debenture Trustee periodically of such compliance.

The Issuer shall take all necessary steps to procure that the Debenture are listed in accordance with Clause 4 within 15 (fifteen) Business Days of Date of Allotment of the Debenture and that such listing of the Debenture continues till Maturity.

The Issuer shall intimate the NSE/ BSE by way of a written notice of the commencement of the Record Date at least 10 (ten) clear Business Days prior to the Record Date for Interest/Principal Payment or such other period as applicable.

The Issuer shall use best efforts to procure that the Debenture are rated and a rating is continued till the Maturity.

The Issuer shall reimburse all sums paid or expenses incurred by the Debenture Trustee or any attorney, manager, agent or other Person appointed by the Debenture Trustee for all or any of the purposes mentioned in these presents immediately on receipt of a notice of demand from them in this behalf and as regards liabilities, the Issuer will, on demand, pay and satisfy or obtain the releases of such Persons from such liabilities and if any sum payable under these presents shall be paid by the Debenture Trustee, the Issuer shall, forthwith on demand, reimburse the same to the Debenture Trustee.

The Issuer shall, in accordance with the provisions of the Scheme, allot the Debenture and continue to observe and act in accordance with the terms of Debenture as set out in the Scheme and in this Deed.

Default is committed in payment of the principal amount of the Debenture on the due date(s) and is not rectified within 30 (thirty) Business Days of written intimation to the Issuer by the Debenture Trustee;

Default is committed in payment of any interest on the Debenture on the due date(s) and is not rectified within 30 (thirty) Business Days of written intimation to the Issuer by the Debenture Trustee;

Default is committed by the Issuer in the performance or observance of any other covenant, obligation condition or provision contained in these presents and except where such default is incapable of remedy, such default continues for 30 (thirty) Business Days after written notice has been given thereof by the Debenture Trustee to the Issuer requiring the same to be remedied;

Any indebtedness of the Issuer for borrowed monies i.e. indebtedness for and in respect of monies borrowed or raised (whether or not for cash consideration) from banks or financial institutions by whatever means (including acceptances, credits, deposits and leasing), including interest thereon, becomes due prior to its stated maturity by reason of default of the terms thereof or any such indebtedness is not paid at its stated maturity or there is a default in making payments due under any guarantee or indemnity given by the Issuer in respect of the indebtedness of borrowed monies of any person, provided that individual amounts referred to above exceed Rs. 10,00,00,00- (Rupees One Crore Only) and the default is not rectified within such period as the relevant creditor or and Court of law / Governmental Authority may permit;

Any information given by the Issuer in any reports and other information furnished by the Issuer and the representations and warranties given by it to the Debenture Trustee is misleading or incorrect in any material respect, and such information / representation / warranty materially affects the Debenture Holders;

If proceedings for taking the Issuer into liquidation, either voluntarily or compulsorily, have been commenced and admitted, and such proceedings have not been withdrawn / stayed within 60 Business Days of their commencement;

The Issuer has admitted in writing its inability to pay its debts as they mature;

A receiver or a liquidator has been appointed or allowed to be appointed of all or any substantial part of the undertaking of the Issuer or an attachment, distress or execution is levied or enforced upon or issued against a substantial part of the assets or property of the Issuer and such appointment or process is not withdrawn / stayed within 60 Business Days of its commencement;

The Issuer ceases or threatens to cease to carry on its business or gives notice of its intention to do so;

If, the Issuer is deemed to be unable to pay its debts within the meaning of Section 434(1)(b) and 434(1)(c) of the Act and corrective measures for the same are not initiated by the Company within 30 days; and

The Debenture are not listed in accordance with Clause 4 within 15 (fifteen) Business Days of the date of allotment of the Debentures, or if such listing of the Debenture ceases at any point of time prior to the Redemption Date due to an act of the Issuer or failure by the Issuer to take all necessary action to ensure listing.

In addition to the rights specified above, the Debenture Holders / Debenture Trustee shall have the right to appoint a nominee on the Board of Directors of the Issuer (hereinafter referred to as “the Nominee Director”) in terms of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 in accordance with the provisions of Schedule I hereto.;

The Nominee Director so appointed shall not be liable to retire by rotation nor shall be required to hold any qualification shares. The Issuer shall take steps to amend its Articles for the purpose if necessary.

If any Event of Default or any event which in the opinion of the Issuer, after the notice, or lapse of time, or both, would constitute an Event of Default, has happened, then Issuer shall, upon becoming aware of occurrence of such an event, forthwith give

notice thereof to the Debenture Holders/Debenture Trustee in writing specifying the nature of such event of default, or of such event.

Firstly, in or towards pari passu payment to the Debenture Holders of the Interest and redemption amount and all amounts due and remaining unpaid (which shall be deemed to accrue from day to day) on the Debenture held by them;

Secondly, to reimburse themselves and retain, pay or discharge all the costs, charges and expenses incurred in calling in, collection, or the exercise of the powers and trusts under these presents, including their remuneration as herein provided.

In addition to the rights, powers and duties of the Debenture Trustee contained in this Deed, the Debenture Trustee shall exercise all rights, powers and duties in accordance with and available to the Debenture Trustee under the Applicable Laws of India.

The rights and powers available to the Debenture Trustee under this Deed shall vest in the Debenture Trustee exclusively for the benefit of the Debenture Holders.

the Debenture Trustee may, in relation to these presents, act on the opinion or advice of any solicitor, counsel, advocate, valuer, surveyor, qualified accountant or other expert obtained by the Debenture Trustee and shall not be responsible for any loss occasioned by so acting any such advice or opinion

The Debenture Trustee shall be at liberty to accept a certificate signed by any one of the directors of the Issuer as to any act or matter prima facie within the knowledge of the Issuer as sufficient evidence thereof and a like certificate that any property or assets are in the opinion of the Director so certifying worth a particular sum or suitable for the Issuer’s purpose or business as sufficient evidence that it is worth that sum or so suitable and a like certificate to the effect that any particular dealing or transaction or step or thing is in the opinion of the Director so certifying expedient as sufficient evidence that it is expedient and the Debenture Trustee shall not be bound in any such case to call for further evidence or be responsible for any loss that may be occasioned by their failing to do so;

the Debenture Trustee shall not be bound to give notice to any Person of the execution hereof or to see to the performance or observance of any of the obligations hereby imposed on the Issuer or in any way to interfere with the conduct of the Issuer’s business;

The Debenture Trustee shall be at liberty to keep these presents at its registered office or elsewhere or if the Debenture Trustee so decide with any banker or company whose business includes undertaking the safe custody of documents or with any advocates or firm of solicitors and the Debenture Trustee shall not be responsible for any loss incurred in connection with any such deposit and the Debenture Trustee shall pay all sums required to be paid on account of or in respect of any such deposit;

save as herein otherwise expressly provided the Debenture Trustee shall, as regards all trusts, powers, authorities and discretions hereby vested in them, have absolute and uncontrolled discretion as to the exercise thereof and to the mode and time of exercise thereof and, subject to the provisions of Applicable Laws, including Section 119 of the Act shall not, in the absence of breach, gross negligence or willful neglect, default or fraud, shall not be responsible for any loss, costs, charges, expenses or inconvenience that may result from the exercise or non-exercise thereof and in particular they shall not be bound to act at the request or direction of the Debenture Holder under any provisions of these presents unless sufficient monies shall have been provided or provision to the satisfaction of the Debenture Trustee made for providing the same and the Debenture Trustee are indemnified to their satisfaction against all further costs, charges, expenses and liability which may be incurred in complying with such request or direction;

with a view to facilitating any dealing under any provision of these presents in the best interests of the Debenture Holders, the Debenture Trustee shall have full power to consent (where such consent is required) to a specified transaction or class of transactions;

the Debenture Trustee shall not be responsible for the monies paid by Debenture Holders for the Debenture or be bound to see the application thereof;

the Debenture Trustee shall not be responsible for acting upon any consent of the Debenture Holder or any resolution purporting to have been passed at any meeting of the Debenture Holders in respect whereof minutes have been made and signed even though it may subsequently be found that there was

without prejudice to the rights to indemnity by law given to the Debenture Trustee and every attorney, manager, agent or other Person appointed by them hereunder shall, subject to the provisions of the Act; be entitled to be indemnified by the Issuer in respect of all liabilities and expenses incurred by them or him in the execution or purported execution of the powers and trusts thereof or of any powers, authorities or discretion vested in them or him pursuant to these presents in the absence of breach, gross negligence or willful neglect, default or fraud, and, subject to clause 9.1, the Debenture Trustee may retain and pay out of any monies in their hands UPON THE TRUSTS of these presents the amount of any liabilities and expenses necessary to effect such indemnity and also remuneration of the Debenture Trustee as herein provided;

The Debenture Trustee shall have full power to determine all questions and doubts arising in relation to any of the provisions hereof and every such determination, bona fide made, whether or not the same shall relate wholly or partially to the acts or proceedings of the Debenture Trustee, shall be conclusive and binding upon all Debenture Holders. Without limiting the effect of the foregoing, in respect of any doubt or ambiguity arising in relation to any of the provisions of these presents or if the Debenture Trustee is unsure as to the manner in which it should exercise its powers, authorities, discretions, rights or remedies under these presents, the Debenture Trustee may obtain the instructions or directions of Debenture Holders representing at least 50 % (Fifty per cent.) of the aggregate outstanding Debentures, and it shall not be liable to the Debenture Holders or any other party for so acting in accordance with such instructions or directions;

subject to the provisions of Applicable Laws, including, Section 119 of the Act, the Debenture Trustee shall not be liable for anything whatsoever except breach of this Deed, gross negligence, willful neglect, default, fraud, a breach of trust knowingly and intentionally committed by the Debenture Trustee;

subject to the provisions of Applicable Laws, including, Section 119 of the Act, the Debenture Trustee shall not be liable for any default, omission or delay in performing or exercising any of the powers or trusts herein expressed or contained or any of them or in enforcing the covenants herein contained or any of them or in giving notice to any Person or Persons of the execution hereof or for any loss or injury which may be occasioned by reason thereof unless the Debenture Trustee shall have been previously requested by notice in writing to perform, exercise or do any of such steps as aforesaid by the Debenture Holder and in case where there are more one Debenture Holder then the request being made by such Debenture Holders representing not less than 3/4^th of the nominal amount of the Debenture for the time being outstanding by a notice in writing or by a Special Resolution duly passed at a meeting of the Debenture Holders convened in accordance with the provisions set out in Schedule II and the Debenture Trustee shall not be bound to perform, exercise or do any such acts, powers or things or to take any such steps unless and until sufficient monies shall have been provided or provision to the satisfaction of the Debenture Trustee made for providing the same by or on behalf of the Debenture Holder or some of them in order to provide for any costs, charges and expenses which the Debenture Trustee may incur or may have to pay in connection with the same and the Debenture Trustee is indemnified to their satisfaction against all further costs, charges, expenses and liabilities which may be incurred in complying with such request.

The Debenture Trustee may, in the execution and exercise of all or any of the trusts, powers, authorities and discretions vested in them by these presents act by an officer, agent, or delegate for the time being of the Debenture Trustee and the Debenture Trustee may also, whenever they think it expedient, delegate by power of attorney or otherwise to any such officer, agent or person all or any of the trusts, powers, authorities and discretions vested in them by these presents (including the power to hold any title documents, and receipt of and payment of monies) and any such delegation may be made upon such terms and conditions and subject to such regulations, including power to sub-delegate, as the Debenture Trustee may think fit and the Debenture Trustee shall not be bound to supervise the proceedings or be in anyway responsible for any loss incurred by any such delegatee to the extent arising out of actions undertaken in good faith and permitted by law.

The Debenture Trustee shall appoint, or ensure that the Issuer appoints the R&T Agent;

The Issuer shall pay to the Trustees remuneration as mutually agreed in the fee letter.

The Company shall pay to the Trustees all legal, traveling and other costs, charges and expenses incurred by them, their officers, employees, agents in connection with execution of these presents all other documents affecting the security to be created herein and will indemnify them against all actions,

SURRENDER OF DEBENTURES FOR PAYMENT

FAILURE TO SURRENDER THE DEBENTURES

For the avoidance of doubt, the provisions of this Clause 22 shall not apply to Debentures held in dematerialized form.

The Debenture Trustee shall concur with the Issuer in making any modifications in these presents and to any modification of the terms of the Debenture or any of the other Transaction Documents. Any change or modification to the terms of the Debenture or the Debenture Trust Deed shall require approval by the Debenture Holders as set out in Schedule II. Upon obtaining such approval, the Debenture Trustee and the Issuer shall give effect to the same by executing necessary deed(s) supplemental to these presents (as necessary).

The Debenture Trustee hereof may retire at any time without assigning any reason and without being responsible for any loss or costs occasioned by such retirement provided that they shall have given at least 1 (one) month’s previous notice in writing to the Issuer in that behalf. Provided that any resignation by the Debenture Trustee shall become effective after a successor Debenture Trustee has been appointed in accordance with this Deed.

The Debenture Trustee hereof may be removed by the Debenture Holders by a Special Resolution duly passed at the meeting of the Debenture Holders convened in accordance with the provisions set out in Schedule II and the Issuer shall appoint such person or persons as may be nominated by the Debenture Holder as the new Debenture Trustee hereof;

Any notices, request and other communications to be given or made under this Deed shall be in writing; and except as provided otherwise in this Deed, such notice, request or other communication shall be deemed to have been duly given or made:

if given by fax, when such fax is transmitted to the fax number specified herein and the appropriate answerback is received, or

if delivered by air courier service, 72 hours after such communication is delivered to the courier service, shipping charges paid and properly addressed, and

if given by registered post or speed post, when delivered at the address specified herein.

 

Address:

 

Attn:

 

Tel No.:

Fax:

 

 

 

Address:

 

 

 

 

Attn:

 

Tel No.:

Fax:

Any Party may in writing to other Party change its designated address. Such change shall take effect when all Parties have been informed of it.

shall not prejudice any other rights or remedies to which the Debenture Trustee may, independently of this Deed, whether by statute or otherwise, be entitled and in particular, the Debenture Trustee and/or the Debenture Holders shall retain all rights and remedies available to it under the Scheme and this Deed; and

shall not be prejudiced by any other rights or remedies to which the Debenture Trustee may, independently of this Deed, be entitled to, or any collateral or other security now or hereinafter held by the Debenture Trustee.

The Issuer agrees that the courts and tribunals in Hyderabad shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Deed and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with this Deed may be brought in such courts or the tribunals and the Issuer irrevocably submits to and accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of those courts or tribunals.

The Issuer irrevocably waives any objection now or in future, to the laying of the venue of any Proceedings in the courts and tribunals at Hyderabad and any claim that any such Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceedings brought in the courts and tribunals at Hyderabad shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction, (subject to the laws of such jurisdiction) by a suit upon such judgment, a certified copy of which shall be conclusive evidence of such judgment, or in any other manner provided by law.

The Issuer hereby consents generally in respect of any Proceedings arising out of or in connection with this Deed to the giving of any relief or the issue of any process in connection with such Proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such Proceedings.

To the extent that the Issuer may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), the issuer hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity.

The Debenture Trustee or the Issuer may, at any time, and the Debenture Trustee shall at the request in writing of the holder(s) of Debenture representing not less than one-tenth in value of the aggregate outstanding amount of the Debenture, convene a meeting of the Debenture Holders. Any such meeting shall be held at such place in the city where the registered office of the Issuer is situated or at such other place as the Debenture Trustee shall determine.

The Debenture Trustee may call or cause to be called by the Issuer a meeting of all the Debenture Holders on the happening of any event which may constitute a payment default or which in the opinion of the Debenture Trustee affects the interests of the Debenture Holders.

A meeting of the Debenture Holders may be called by giving not less than 21 (twenty-one) days’ notice in writing.

A meeting may be called after giving shorter notice than that specified in sub-clause (i), if consent is accorded thereto by holders of Debenture representing not less than 50 % (fifty per cent.) of the aggregate outstanding Debentures.

Every notice of a meeting of the Debenture Holders shall specify the place, day and hour of the meeting and shall contain a statement of the business to be transacted thereat.

Notice of every meeting shall be given to:

every Debenture Holder in the manner provided in this Deed for service of notice;

the person(s) entitled to a Debenture as a consequence of death or insolvency of a Debenture Holder, by sending it through post in a prepaid letter addressed to them by name or by the title of the representatives of the deceased, or assignees of the insolvent or by any like description at the address, if any, in India supplied for the purpose by the persons claiming to be so entitled or until such an address has been so supplied, by giving the notice in any manner in which it might have been given if the death or insolvency had not occurred.

the auditor for the time being of the Issuer in the manner authorised by Section 53 of the Act in the case of the members of the Issuer; and

the Debenture Trustee when the meeting is convened by the Issuer and the Issuer when the meeting is convened by the Debenture Trustee.

Provided that, where the notice of a meeting is given by advertising the same in a newspaper circulating in the neighbourhood of the

The accidental omission to give notice to, or the non-receipt of notice by, any Debenture Holder or other person to whom it should be given shall not invalidate the proceedings at the meeting.

There shall be annexed to the notice of the meeting a statement setting out all material facts concerning each such item of business including, in particular, the nature of the concern or interest, if any, therein of every director and the manager, if any, of the Issuer.

Provided that where any item of special business as aforesaid to be transacted at a meeting of the Debenture Holders relates to, or affects, any other company, the extent of shareholding interest in that other company of any director, and the manager, if any, of the first mentioned company shall also be set out in the statement if the extent of such shareholding interest is not less than 20% (twenty per cent.) of the paid up share capital of that other company.

Where any item of business consists of the according of approval to any document by the meeting, the time and place where the document can be inspected shall be specified in the statement aforesaid.

At every meeting of the Debenture Holders, the holder(s) of not less than 3/4^th (three fourth) of the aggregate outstanding Debenture shall be the quorum for the meeting of the Debenture Holders, and the provisions of the following sub-clause (ii) shall apply with respect thereto.

If, within half an hour from the time appointed for holding a meeting of the Debenture Holders, a quorum is not present, the meeting, if called upon the requisition of the Debenture Holders shall stand dissolved but in any other case the meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Debenture Trustee may determine and if, at the adjourned meeting also a quorum is not present within half an hour from the time appointed for the holding of the meeting, the Debenture Holders present shall be a quorum.

The nominee of the Debenture Trustee shall be the chairman of the meeting and in his absence the Debenture Holders personally present at the meeting shall elect one of them to be the chairman thereof on a show of hands.

If a poll is demanded on the election of the chairman, it shall be taken forthwith in accordance with the provisions of the Act, the chairman elected on a show of hands exercising all the powers of the chairman under the said provisions.

If some other person is elected chairman as a result of the poll, he shall be chairman for the rest of the meeting.

Any Debenture Holder entitled to attend and vote at the meeting shall be entitled to appoint another person (whether a Debenture Holder or not) as his proxy to attend and vote instead of himself.

In every notice calling the meeting there shall appear with reasonable prominence a statement that a Debenture 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 need not be a Debenture Holder.

The instrument appointing a proxy and the power of attorney (if any) under which it is signed or a copy of the power of attorney certified by a notary shall be deposited at the registered office of the Issuer 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 case of a poll, not less than 24 (twenty-four) hours before the time appointed for the taking of the poll and in default, the instrument of proxy shall-not be treated as valid.

The instrument appointing a proxy shall:

be in writing; and

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.

The instrument appointing a proxy shall be in any of the forms set out at the foot of Annexure “D” to the Companies (Central Government’s) General Rules and Forms, 1956, 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 the Issuer.

Every Debenture Holder entitled to vote at a meeting of the Debenture Holders of the Issuer on any resolution to be moved there at 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 Issuer, provided not less than 3 (three) day’s notice in writing of the intention so to inspect is given to the Issuer.

A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed or the transfer of the Debenture in respect of which the proxy is given; provided that, no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Issuer at its registered office before the commencement of the meeting or adjourned meeting at which the proxy is used.

The chairman of the meeting shall appoint 2 (two) scrutineers to scrutinise the votes given on the poll and to report thereon to him.

The chairman shall have power, at any time before the result of the poll is declared, to remove a scrutineer from office and to fill vacancies in the office of scrutineer arising from such removal or from any other cause.

Of the two scrutineers appointed under this Clause, one shall always be a Debenture Holder (not being an officer or employee of the Issuer) present at the meeting, provided that such a Debenture Holder is available and willing to be appointed.

Subject to the provisions of the Act, the Chairman of the meeting shall have the power to regulate the manner in which a poll shall be taken.

The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken.

Power to sanction any compromise or arrangement proposed to be made between the Issuer and the Debenture Holders.

Power to sanction any modification, alteration or abrogation of any of the rights of the Debenture Holders (other than as set out in (iv) below) against the Issuer, whether such right shall arise under this Deed or Debenture or otherwise.

Power to sanction any modification, alteration or abrogation of any of the terms of the Debenture relating to the Maturity, Interest, redemption amount.

Power to assent to any scheme for reconstruction or amalgamation of or by the Issuer whether by sale or transfer of assets under any power in the Issuer’s Memorandum of Association or otherwise under the Act or provisions of any law.

Power to assent to any modification of the provisions contained in this Deed and to authorise the Debenture Trustee to concur in and execute any supplemental deed embodying any such modification.

Power to remove the existing Debenture Trustee and to appoint new Debenture Trustee in respect of the Debentures.

Power to give any direction, sanction, request or approval under any provision of this Deed.

For any written consent of the Debenture Holders, the Debenture Trustee (or as applicable, the Issuer or a Debenture Holder) shall provide a notice in writing to the last available address of each Debenture Holder at least 10 (ten) Business Days prior to the date on which any decision is required to be made or consent to be provided is. The record date of such notice shall be the date falling 3 (three) Business Days prior to the date of dispatch of such notice.

If the notice specifies any notice period, then any consents received after such notice period will not be accepted. The Debenture Holders are required to submit their consent only in written form to the Debenture Trustee.

Regd. Folio No.:

 

Name(s) of the holder(s):

 

No. of Debenture(s) held:

 

Distinctive No.(s):

The Debentures shall rank pari passu, inter se, without any preference or priority of one over the other or others of them.

The coupon rate on the Debentures shall be 9.25% annually payable in arrear. The interest will be payable at the end of 12th, 24th and 36th months from the date of allotment on the unredeemed balance of each Debenture. All payments in respect of the interest payable to be made less any reduction or withholdings or on account of any present or future taxes or duties as required under the laws in India.

The Debenture shall be fully redeemed at par at the end of 36 months from the date of allotment. However, if the due date of redemption is a holiday/Sunday, the Debentures will be redeemed on the next Business Day.

For the Debentureholders holding Debentures in the physical form, the Debentures will be redeemed on maturity against the surrender by the Debentureholder of the Debenture certificate together with a certified true copy of the power of attorney, wherever applicable, or such other authority as may be required by the Company from time to time at least 30 days in advance of the Redemption Date.

The Debentures held in electronic form shall be taken as discharged on payment of the redemption amount by the Company on maturity to the registered Debentureholders. On such payment being made, the Company, will inform the Depository and accordingly the account of the Debentureholder will be adjusted.

The interest payment on Debentures shall be made to the Debentureholders recorded in the books of the Company and in the case of joint holders to the one whose name stands first in the Register on the Record date fixed by the Board of Directors of the Company for the purpose.

Interest shall be paid to the person whose name appears as the sole/first applicant in the register of the Debentureholders on the record date.

In event of the Company not receiving any notice of transfer along with the original Debenture Certificates upto the “Record Date fixed for the purpose” the transferee of the Debenture shall not have any claim against the Company in respect of interest so paid to the registered Debentureholders. Any claims between the transferor and the transferee shall be settled mutually and the Company shall have no responsibility or liability in this regard. Wherever, the signatures of such transferors in the intimation sent to the Company are not in accordance with the specimen signature of such transferor available on the records of the Company, all payments of remaining interest on such Debentures will be kept in abeyance by the Company until such time as the Company is satisfied in this regard. The Interest on Debentures will cease on the Date of Redemption.

The Debentures shall be transferable and transmittable in the same manner and to the same extent and be subject to the same restrictions and limitations as in the case of the existing equity shares of the Company and the provisions relating to transfer and transmission and other related matters in respect of the shares of the Company as contained in the Articles of Association of the Company shall apply mutatis mutandis to the transfer and transmission of the Debentures.

The Debentureholders will not be entitled to any right and privileges of shareholders other than those available to them under the statutory provisions. The Debentures shall not confer upon the Debentureholders the right to receive the annual report and accounts of the Company, the notice or to attend and vote at the general meeting of the shareholders of the Company. The principal amount and the interest, if any, on the Debentures will be paid to the Debentureholders named as such in the Register of Debentureholders or the beneficiary positions provided by the Depositories on the “Record Date” or in the case of the joint holders to the one whose name stands first. The Debentures shall be subjected to the other terms and conditions of the Trust Deed and the Articles of Association of the Company.

 

The Debentures shall rank pari passu, inter se, without any preference or priority of one over the other or others of them.

The coupon rate on the Debentures shall be 9.25% annually payable in arrear. The interest will be payable at the end of 12th, 24th and 36th months from the date of allotment on the unredeemed balance of each Debenture. All payments in respect of the interest payable to be made less any reduction or withholdings or on account of any present or future taxes or duties as required under the laws in India.

The Debenture shall be fully redeemed at par at the end of 36 months from the date of allotment. However, if the due date of redemption is a holiday/Sunday, the Debentures will be redeemed on the next Business Day.

For the Debentureholders holding Debentures in the physical form, the Debentures will be redeemed on maturity against the surrender by the Debentureholder of the Debenture certificate together with a certified true copy of the power of attorney, wherever applicable, or such other authority as may be required by the Company from time to time at least 30 days in advance of the Redemption Date.

The Debentures held in electronic form shall be taken as discharged on payment of the redemption amount by the Company on maturity to the registered Debentureholders. On such payment being made, the Company, will inform the Depository and accordingly the account of the Debentureholder will be adjusted.

The interest payment on Debentures shall be made to the Debentureholders recorded in the books of the Company and in the case of joint holders to the one whose name stands first in the Register on the Record date fixed by the Board of Directors of the Company for the purpose.

Interest shall be paid to the person whose name appears as the sole/first applicant in the register of the Debentureholders on the record date.

In event of the Company not receiving any notice of transfer along with the original Debenture Certificates upto the “Record Date fixed for the purpose” the transferee of the Debenture shall not have any claim against the Company in respect of interest so paid to the registered Debentureholders. Any claims between the transferor and the transferee shall be settled mutually and the Company shall have no responsibility or liability in this regard. Wherever, the signatures of such transferors in the intimation sent to the Company are not in accordance with the specimen signature of such transferor available on the records of the Company, all payments of remaining interest on such Debentures will be kept in abeyance by the Company until such time as the Company is satisfied in this regard. The Interest on Debentures will cease on the Date of Redemption.

The Debentures shall be transferable and transmittable in the same manner and to the same extent and be subject to the same restrictions and limitations as in the case of the existing equity shares of the Company and the provisions relating to transfer and transmission and other related matters in respect of the shares of the Company as contained in the Articles of Association of the Company shall apply mutatis mutandis to the transfer and transmission of the Debentures.

The Debentureholders will not be entitled to any right and privileges of shareholders other than those available to them under the statutory provisions. The Debentures shall not confer upon the Debentureholders the right to receive the annual report and accounts of the Company, the notice or to attend and vote at the general meeting of the shareholders of the Company. The principal amount and the interest, if any, on the Debentures will be paid to the Debentureholders named as such in the Register of Debentureholders or the beneficiary positions provided by the Depositories on the “Record Date” or in the case of the joint holders to the one whose name stands first. The Debentures shall be subjected to the other terms and conditions of the Trust Deed and the Articles of Association of the Company.

 

 

 

 

 

 

Signed and delivered by the within IDBI TRUSTEESHIP SERVICES LIMITED, as the Debenture Trustee, by the hand of:

 

Name: ▇▇▇▇▇▇ ▇▇▇▇

Designation: Sr. Specialist