Annexure XIV Continued… - Edelweiss

2. to amend our Memorandum and Articles of Association;
3. to convert from a private limited company to a public limited company;
4. to mortgage, sell, lease, exchange or create any charge, lien or encumbrance of any kind on specified
undertakings, assets, security secured with the lender and change use of the assets;
5. to implement any scheme of expansion/modernization/diversification/renovation or to acquire any fixed
assets during any accounting year, except under a scheme approved by the lender/when in ordinary course
of business;
6. to affect any change in general nature of business/ shareholding/ownership/management of our Company;
7. to declare or pay dividends when any amount due to the lenders is still outstanding;
8. to undertake or permit any merger, de-merger, consolidation, re-organization, dissolution, scheme or
arrangement or compromise with our creditors or shareholders or effect any scheme of amalgamation or
reconstruction;
9. to make any investments above certain agreed monetary thresholds either by way of deposits, loans or
investments in share capital or otherwise in any concern or provide any credit or give any guarantee,
indemnity or similar assurance;
10. to utilize the loans for purposes other than provided for;
11. to change its Promoters, or reduce the shareholding of its Promoters to less that 51% of the paid-up Equity
Share capital;
12. to take up an allied line of business or manufacture or acquire property or assets;
13. to enter into any further indebtedness, including fresh borrowings or through the issuance of debt
instruments;
14. to create any additional securities over the assets over which security interests are to be created;
15. to change its accounting policies or reporting practices, except as may be required under applicable laws
and Indian GAAP;
16. to make any acquisitions and investments;
17. to trade or deal with an affiliate or related party; and
18. to revalue its assets.
Except for the consents from State Bank of Hyderabad, Punjab & Sind Bank and Wachovia Bank National
Association, our Company has obtained the requisite consents for the Issue from its lenders. For further details
please see “Risk Factors - We are subject to restrictive covenants under our financing arrangements that
could limit our flexibility in managing our business or to use cash or other assets” on page 29.
279