Annexure XIV Continued… - Edelweiss

Proposed Issuance is first offered to Investor for purpose of subscription on the same terms and conditions
as those offered to the Potential Investor.
Affirmative Vote Items
Article 82 provides that “Notwithstanding any other Articles or Regulations in these Articles of Associations,
so long as the Investor holds at least the Minimum Investor Equity Holding, no action or decision relating to
any of the matters mentioned below ("Affirmative Vote Items") in respect of the Company, shall be taken
(whether by the Board, any committee, the shareholders, or any of the employees, officers or managers of the
Company) unless the affirmative vote of at least one Identified Party Nominee Director and one Investor
Nominee Director is obtained for such action or decision:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
mergers, de-mergers, spin-offs, amalgamations, consolidations or any other similar form of corporate
restructuring;
subject to Article 82.1(vii) below, assumption of debt that would increase the aggregate Gross Debt to
Shareholder Funds’ ratio beyond 2:1;
divestment or sale of assets (including but not limited to a lease or exchange), capital expenditures or
acquisition of assets or businesses, creation of joint ventures/partnerships, creation or investment in
subsidiaries or any other investments not approved in the annual business plan, exceeding INR
100,000,000 (Rupees One Hundred Million Only), on a cumulative basis in a Financial Year;
increase, decrease, or other alteration or modification in authorized or issued share capital, or creation
or issuance or delisting of securities (including equity shares, preference shares, non-voting shares,
warrants, options, etc., but excluding issue of Warrants (as defined in the Shareholders Agreement)
and issue of Equity Shares pursuant to the exercise of the said Warrants in accordance or pursuant to
exercise of ESOPs approved in accordance with this Article 82 or any other change in the share
capital structure;
determining the timing, pricing, and place/ exchange of any subsequent initial public offering or any
offering of equity/ equity linked securities;
Any Related Party Transaction, other than on an Arms Length Basis;
Any Related Party Transaction, even if proposed on Arms Length Basis, exceeding a value of INR
50,000,000 (Rupees Fifty Million Only) cumulatively in a Financial Year. Provided that:
(A) transactions proposed on an Arms Length Basis (and subject to receipt of appropriate approvals
from Governmental Authorities, where the same are required), specifically for providing logistics
/ loading / unloading / handling services, with companies/firms specified in Schedule 7 of the
Shareholders Agreement (which list may be revised only with the Investor’s prior written
approval), will be excluded as an Affirmative Vote Item until implementation of the Related
Party Restructuring Plan, after which all such transactions shall be included as an Affirmative
Vote Item, other than those that are expressly approved by the Investor under the Related Party
Restructuring Plan itself; and
(B) the Investor’s decision as regards whether a particular transaction falls within the exclusion
specified at Article 82(vii) (A) above or whether it requires approval as an Affirmative Vote Item
under Article 82 above, shall be final and binding on the Company and the Identified Parties.
(viii)
(ix)
(x)
amendments to the memorandum of association or articles of association;
approval of the annual business plan and budget;
commencement of or investment in any line of business other than the business of washing,
processing, beneficiation, and removal of impurities from coal and coal rejects, the sale of coal
rejects, and construction and operation of coal fired thermal power plants in India;
(xi) any deviation from the approved business plan and budget in excess of 20%;
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