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pension funds, trusts, stabilizing agents and/or otherwise and/  entitled to apply for the said shares, as the case may be and the
             or a combination thereof, whether or not such investors are   Board be and is hereby authorized to offer a discount of not
             members, promoters, directors or their relatives / associates of   more than five per cent on the price calculated for the Qualified
             the Company, in the course of domestic and/or international   institutional Placement.
             offerings through public issue and / or private placement and      RESOLVED FURTHER THAT the allotment of Securities issued
             /or rights issue and / or preferential allotment and/or qualified   pursuant to a QIP shall be completed within 12 (twelve) months
             institutional placement (“QIP”) and/or any other permitted   from the date of this resolution.
             modes through prospectus and/or an offer document and/or      RESOLVED  FURTHER THAT the Board or any Committee
             private placement offer letter and/or such other documents/  thereof be and is hereby authorised to determine issue price,
             writings/ circulars / memoranda in such manner, by way of   tenor, interest rate, number of debt instruments to be issued
             cash at such time or times in such tranche or tranches and   / offered in each tranche and the class of investors, listings
             on such terms and conditions as may be determined and   and other terms & conditions of the Debt Instruments, as may
             deemed appropriate by the Board in its absolute discretion at   be deemed necessary or expedient in the best interest of the
             the time of such issue and determine and consider proper and   Company, without requiring any further recourse to and/or
             beneficial to the Company including as to when the said Equity   approval of the Members, including but not limited to appoint
             Shares, NCDs, Debt Instruments, GDRs or ADRs (together the   Debenture Trustee(s), and other intermediaries if required.
             “Securities”) are to be issued, the consideration for the issue,
             the coupon rate(s) applicable, redemption period, utilisation      RESOLVED FURTHER THAT the Company may enter into any
             of the issue proceeds and all matters connected with or   arrangement with any agencies or bodies as are authorized by
             incidental thereto; allotment considering the prevailing market   the Board for the issue of GDRs and / or ADRs represented by
             conditions and other relevant factors in consultation with the   underlying equity shares in the share capital of the Company
             merchant banker(s) to be appointed by the Company, so as to   with such features and attributes as are prevalent in international
             enable the Company to list on any Stock Exchange in India and   / domestic capital markets for instruments of this nature and
             / or Luxembourg and /or London and /or New York and /or   to provide for the tradability and free transferability thereof in
             Singapore and / or Hong Kong and / or any of the Overseas   accordance with market practices as per the domestic and /
             Stock Exchanges as may be permissible.             or international practice and regulations, and under the norms
                                                                and practices prevalent in the domestic/ international capital
             RESOLVED  FURTHER THAT the Securities issued in foreign   markets and subject to applicable laws and regulations and the
             markets shall be deemed to have been made abroad and/or in   Memorandum of Association and Articles of Association of the
             the market and/or at the place of issue of the Securities in the   Company.
             international market and may be governed by the applicable
             laws.                                              RESOLVED FURTHER THAT for the purpose of giving effect to
                                                                the above resolutions, the consent of the members be and
             RESOLVED FURTHER THAT in the event of issue of GDRs / ADRs,   is hereby accorded to the Board to do all such acts, deeds,
             the pricing shall be determined in compliance with principles   matters and things including but not limited to finalization and
             and provisions set out in the Issue of Foreign Currency   approval of the offer documents(s), private placement offer
             Convertible Bonds and Ordinary shares (through Depository   letter, determining the form and manner of the issue, including
             Receipt Mechanism) Scheme, 1993, as amended from time to   the class of investors to whom the Securities are to be issued
             time and other applicable provisions, as amended from time to   and allotted, number of Securities to be allotted, issue price, face
                                                                value, fixing the record date, execution of various transaction
             RESOLVED FURTHER THAT in the event the Equity Shares are   documents, as the Board may in its absolute discretion deem
             issued in the course of QIP under Chapter VIII of SEBI (ICDR)   fit and to settle all questions, difficulties or doubts that may
             Regulations, as amended from time to time, the pricing shall   arise in regard to the issue, offer or allotment of Securities and
             be determined in compliance with principles and provisions   utilization of the proceeds as it may in its absolute discretion
             set out in Regulation 176 of Chapter  VI of the SEBI (ICDR)   deem fit.
             Regulations, 2018, as amended from time to time. The Company      RESOLVED FURTHER THAT the Securities to be created, issued
             may offer a discount of not more than 5% (Five percent) on   allotted and offered in terms of this Resolution shall be subject
             the price calculated for the QIP or such other discount as may   to the provisions of the Memorandum of Association and
             be permitted under SEBI (ICDR) Regulations, as amended from   Articles of Association of the Company.
             time to time.
                                                                RESOLVED  FURTHER THAT the Equity Shares shall be listed
             RESOLVED  FURTHER  THAT the relevant date for the   with the stock exchanges, where the existing Equity Shares of
             determination of applicable price for the issue of the Securities   the Company are listed and the same shall rank paripassu with
             in case of a QIP shall be the date on which the Board decides to   the existing equity shares of the Company.
             open the proposed issue subsequent to receipt of the relevant
             approval from the shareholders, or the date on which the      RESOLVED FURTHER THAT in the event the Equity Shares are
             holder of the applicable QIP Securities which are convertible   issued in the course of rights issue, if the Equity Shares are not
             into or exchangeable with equity shares at a later date becomes   subscribed, the same may be disposed of by the Board in such

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