Common use of Appointment of Monitoring Agency Clause in Contracts

Appointment of Monitoring Agency. 3.1 ICICI Bank Limited, in its capacity as the Monitoring Agency, shall fulfil such duties and obligations as may be prescribed under the SEBI ICDR Regulations, including the following: (a) delivering the Report (containing details of utilization in accordance with the Objects of the Offer set out under the Red Xxxxxxx Prospectus) and such other documents, agreements, instruments and certificates, as are prescribed under Schedule XI of the SEBI ICDR Regulations which are to be prepared, executed and/or delivered by a Monitoring Agency on a quarterly basis till at least 95.0% of the Net Proceeds are fully utilized (excluding the proceeds under Offer for Sale and amount raised for general corporate purposes as per the SEBI ICDR Regulations) with a copy marked to the Company post receipt of all necessary information from Company and the Statutory Auditor after each quarter, in the prescribed format in Schedule XI of the SEBI ICDR Regulations to the Company, and more particularly described in Schedule III of this Agreement (which shall stand amended and modified, without any further act, if there is any amendment to Schedule XI or other relevant provisions of the SEBI ICDR Regulations) in accordance with Regulation 41 of the SEBI ICDR Regulations; (b) taking such action and doing such other acts, deeds or thing as may be required under the provisions of the SEBI ICDR Regulations or as may be required by SEBI or the Stock Exchanges and in accordance with this Agreement to discharge its responsibilities as a Monitoring Agency; (c) review of the information / documents / statements received from the Company with regard to the use of the Net Proceeds and Offer Related Expenses including the status of implementation of the projects /activities proposed to be funded out of the Net Proceeds as stated in the Prospectus; and (d) Monitoring Agency shall be issuing the Report till 95.0% of the proceeds raised through Offer are fully utilized excluding the proceeds under Offer for Sale and amount raised for general corporate purposes as per the SEBI ICDR Regulations. Upon full utilization of the Net Proceeds, the Monitoring Agency shall issue a final report, including completed details of utilizations of Net Proceeds and Offer Related Expenses and comments over deviations.

Appointment of Monitoring Agency. 3.1 ICICI 4.1 Axis Bank Limited, in its capacity as the Monitoring Agency, shall fulfil such duties and obligations as may be prescribed under the SEBI ICDR RegulationsRegulations and the Applicable Laws, including the following: (a) delivering the Report (containing details of utilization in accordance with the Objects of the Offer Issue set out under the Red Xxxxxxx Prospectus) Letter of Offer and deviations, if any), and such other documents, agreements, instruments and certificates, certificates as are prescribed under Schedule XI of the SEBI ICDR Regulations which are to be prepared, executed and/or delivered by a Monitoring Agency on a quarterly basis till at least 95.0% of the Net Proceeds are fully utilized (excluding the proceeds under Offer for Sale and amount raised for general corporate purposes as per the SEBI ICDR Regulations) with a copy marked to the Company post receipt of all necessary information from the Company and the Statutory Auditor after each quarter, in the prescribed format in Schedule XI of the SEBI ICDR Regulations to the Company, and more particularly described in Schedule III I of this Agreement (which shall stand amended and modified, without any further act, if there is any amendment to Schedule XI or other relevant provisions of the SEBI ICDR Regulations) in accordance with Regulation 41 of the SEBI ICDR Regulations); (b) taking such action and doing such other acts, deeds or thing as may be required under the provisions of the SEBI ICDR Regulations or as may be required by SEBI or the Stock Exchanges and in accordance with this Agreement to discharge its responsibilities as a Monitoring Agency; (c) review of the information / documents / statements received from the Company with regard to the use of the Net Proceeds and Offer Related Expenses as per Schedule II including the status of implementation of the projects /activities activities proposed to be funded out of the Net Proceeds as stated in the ProspectusLetter of Offer; and (d) Monitoring Agency shall be issuing the Report till 95.0% of the proceeds raised through Offer rights issue are fully utilized excluding the proceeds under Offer for Sale and amount raised for general corporate purposes purpose as per the SEBI ICDR Regulations. Upon full utilization of the Net Proceeds, the . 4.2 The Monitoring Agency shall issue a final reportagrees to comply with the Securities and Exchange Board of India (Prohibition of Xxxxxxx Xxxxxxx) Regulations, including completed details of utilizations of Net Proceeds and Offer Related Expenses and comments over deviations2015, as amended with respect to the Company.

Appointment of Monitoring Agency. 3.1 ICICI Bank Limited4.1 CARE, in its capacity as the Monitoring Agency, shall fulfil such duties and obligations as may be prescribed under the SEBI ICDR RegulationsRegulations and the Applicable Laws, including the following: (a) delivering the Report (containing details of utilization in accordance with the Objects of the Offer Issue set out under the Red Xxxxxxx Prospectus) Letter of Offer and deviations, if any), and such other documents, agreements, instruments and certificates, certificates as are prescribed under Schedule XI of the SEBI ICDR Regulations which are to be prepared, executed and/or delivered by a Monitoring Agency on a quarterly basis till at least 95.0% of the Net Proceeds are fully utilized (excluding the proceeds under Offer for Sale and amount raised for general corporate purposes as per the SEBI ICDR Regulations) with a copy marked to the Company post receipt of all necessary information from the Company and the Statutory Auditor statutory auditor or an independent chartered accountant after the end of each quarterquarter or such other period as may be prescribed under Applicable Law, in the prescribed format in Schedule XI of the SEBI ICDR Regulations to the Company, and more particularly described in Schedule III I of this Agreement (which shall stand amended and modified, without any further act, if there is any amendment to Schedule XI or other relevant provisions of the SEBI ICDR Regulations) in accordance with Regulation 41 until the utilization of 100% of the SEBI ICDR RegulationsNet Proceeds or termination of this Agreement pursuant to Clause 10 of this Agreement; (b) taking For the sake of duly fulfilling the obligations under this Agreement, CARE shall have the right to inspect all relevant and necessary records, registers and accounts of the Issuer as may be necessary for the purposes of carrying out its duties effectively under this Agreement, provided that the Issuer is given at least three (3) Business Days prior written notice or a reasonable notice of a shorter period, which is mutually agreed between the Company and CARE if the circumstances so require in this behalf. (c) The Monitoring Agency shall seek responses from the Issuer on the information provided. (d) Take such action and doing do such other acts, deeds or thing things as may be required under the provisions of the SEBI ICDR Regulations or to discharge its responsibilities as may be required the monitoring agency. This includes seeking clarifications on the information/ documents/ statements shared by SEBI or the Stock Exchanges and in accordance with this Agreement Company, seeking additional documents/ certifications/ bank statements/ independent legal opinions, etc. to help it effectively discharge its responsibilities as a Monitoring Agency; (ce) review Review of the information / documents / statements (including the bank statements) received from the Company with regard to the use of the Net Proceeds and Offer Related Expenses including the status of implementation of the projects /activities activities proposed to be funded out of the Net Proceeds as stated in the ProspectusLetter of Offer; and (df) Monitoring Agency CARE shall be issuing the Report on a quarterly basis till 95.0100% of the proceeds Net Proceeds raised through Offer Issue are fully utilized excluding the proceeds under Offer for Sale and amount raised for general corporate purposes as per the SEBI ICDR Regulations. Upon full utilization Regulations or termination of this Agreement as per Clause 10 of this Agreement. (g) CARE shall take due care to produce Reports that are free of errors and shall disclose to the extent possible the source of information in the Report. (h) CARE shall deploy personnel who are competent and well-equipped to carry out the activities under this Agreement. (i) CARE will share a draft report with the Issuer and give reasonable time (say 3 working days) to the issuer to revert with additional information or clarifications on the draft, before finalising the Report, which shall be shared with the Audit Committee of the Net ProceedsBoard. (j) All activities of CARE as a Credit Rating Agency, the including Monitoring Agency activity under this Agreement, shall issue be subject to policies framed by CARE (including amendment/updation from time to time) under SEBI directives including but not limited to confidentiality policy, guidelines for dealing with conflict of interest for investment/ trading by Credit Rating Agencies, which shall be deemed to be a final reportpart of this Agreement. 4.2 The Monitoring Agency agrees to comply with the Securities and Exchange Board of India (Prohibition of Xxxxxxx Xxxxxxx) Regulations, including completed details of utilizations of Net Proceeds and Offer Related Expenses and comments over deviations2015, as amended from time to time with respect to the Company.

Appointment of Monitoring Agency. 3.1 ICICI Bank Limited4.1 CARE, in its capacity as the Monitoring Agency, shall fulfil such duties and obligations as may be prescribed under the SEBI ICDR RegulationsRegulations and the Applicable Laws, including the following: (a) delivering the Report (containing details of utilization in accordance with the Objects of the Offer set out under the Red Xxxxxxx Prospectus) Offer Documents and deviations, if any), and such other documents, agreements, instruments and certificates, certificates as are prescribed under Schedule XI of the SEBI ICDR Regulations which are to be prepared, executed and/or delivered by a Monitoring Agency on a quarterly basis till at least 95.0% of the Net Proceeds are fully utilized (excluding the proceeds under Offer for Sale and amount raised for general corporate purposes as per the SEBI ICDR Regulations) with a copy marked to the Company post receipt of all necessary information from the Company and the Statutory Auditor statutory auditor or an independent chartered accountant after each quarter, in the prescribed format in Schedule XI of the SEBI ICDR Regulations to the Company, and more particularly described in Schedule III I of this Agreement (which shall stand amended and modified, without any further act, if there is any amendment to Schedule XI or other relevant provisions of the SEBI ICDR Regulations) on a quarterly basis until the utilization of 100% of the Gross Proceeds or termination of this Agreement in accordance with Regulation 41 Clause 10 of the SEBI ICDR Regulationsthis Agreement; (b) taking The Monitoring Agency will rely on the declarations/information/ documents/statements provided by the management of the Issuer and the auditors/consultants appointed by the Issuer. Monitoring Agency shall not be required to verify the authenticity of such declarations/information/ documents/ statements provided by the management and the auditors/consultants appointed by the Issuer. In case the Monitoring Agency is not satisfied with the responses or the representations of the Issuer, it reserves the right to issue a qualified report (with such disclaimers and limitations, if any) in instances where it deems fit and shall highlight its concerns along with the reasons. The Monitoring Agency also reserves the right to highlight any such concerns to SEBI. (c) Take such action and doing do such other acts, deeds or thing things as may be required under the provisions of the SEBI ICDR Regulations or as may be required by SEBI or the Stock Exchanges and in accordance with this Agreement to discharge its responsibilities as the monitoring agency. This includes seeking clarifications on the information/ documents/ statements shared by the Company, seeking additional documents/ certifications/ bank statements/ independent legal opinions, etc. to help it effectively discharge its responsibilities as a Monitoring Agencymonitoring agency; (cd) review of the information / documents / statements (including the bank statements) received from the Company with regard to the use of the Net Gross Proceeds and Offer Related Expenses including the status of implementation of the projects /activities activities proposed to be funded out of the Net Proceeds as stated in the Prospectus; andOffer Documents; (de) Monitoring Agency CARE shall be issuing the Report till 95.0100% of the proceeds Gross Proceeds raised through the Offer are fully utilized excluding the proceeds under Offer for Sale and amount raised for general corporate purposes as per the SEBI ICDR Regulations. Upon full utilization . (f) CARE shall take due care to produce the Monitoring Reports that are free of errors to the best of its abilities and shall disclose to the extent possible the source of information in the Report. (g) CARE shall deploy personnel who are well-equipped to carry out the activity under this Agreement. (h) CARE will share a draft report with the Company and give reasonable time (up to 5 days) to the Company to revert with additional information or clarifications on the draft, before finalising the Report which shall be placed before the Audit Committee of the Net ProceedsBoard, the promptly on its receipt. (i) All activities of CARE as a Credit Rating Agency, including Monitoring Agency activity under this Agreement, shall issue a final reportbe subject to policies framed by CARE (including amendment/updation from time to time) under SEBI directives including but not limited to confidentiality policy, including completed details guidelines for dealing with conflict of utilizations interest for investment/ trading by Credit Rating Agencies. 4.2 The Monitoring Agency agrees to comply with the Securities and Exchange Board of Net Proceeds and Offer Related Expenses and comments over deviationsIndia (Prohibition of Xxxxxxx Xxxxxxx) Regulations, 2015, as amended with respect to the Company.

Appointment of Monitoring Agency. 3.1 ICICI Bank Limited4.1 CARE, in its capacity as the Monitoring Agency, shall fulfil such duties and obligations as may be prescribed under the SEBI ICDR RegulationsRegulations and the Applicable Laws, including the following: (a) delivering Delivering the quarterly Monitoring Report (containing details of utilization in accordance with the Objects of the Offer Issue set out under the Red Xxxxxxx Prospectus) Prospectus/ Prospectus and deviations, if any), and such other documents, agreements, instruments and certificates, certificates as are prescribed under Schedule XI of the SEBI ICDR Regulations which are to be prepared, executed and/or delivered by a Monitoring Agency on a quarterly basis till at least 95.0% of the Net Proceeds are fully utilized (excluding the proceeds under Offer for Sale and amount raised for general corporate purposes as per the SEBI ICDR Regulations) with a copy marked to the Company post receipt of all necessary information from the Company and the Statutory Auditor auditor after each quarter, in the prescribed format in Schedule XI of the SEBI ICDR Regulations to the Company, and more particularly described in Schedule III I of this Agreement (which shall stand amended and modified, without any further act, if there is any amendment to Schedule XI or other relevant provisions of the SEBI ICDR Regulations) until the utilization of 100% of the Issue proceeds or termination of this Agreement in accordance with Regulation 41 Clause 10 of the SEBI ICDR Regulationsthis Agreement; (b) taking For the sake of duly fulfilling the obligations under this Agreement, CARE shall have the right to inspect all relevant and necessary records, registers and accounts of the Company as may be necessary for the purposes of carrying out its duties effectively, provided that the Company is given at least three (3) Business Days prior notice or a reasonable notice of a shorter period if the circumstances so require in this behalf; (c) The Monitoring Agency will depend on the declarations/information/ documents/statements provided by the management of the Company and the auditors/consultants appointed by the Company. Monitoring Agency shall not be required to verify the authenticity of such declarations/information/ documents/ statements provided by the management and the auditors/consultants appointed by the Company. In case the Monitoring Agency is not satisfied with the responses or the representations of the Company, it reserves the right to issue a qualified report in instances where it deems fit and shall highlight its concerns along with the reasons. The Monitoring Agency also reserves the right to highlight any such concerns to SEBI; (d) Take such action and doing do such other acts, deeds or thing things as may be required under the provisions of the SEBI ICDR Regulations or as may be required by SEBI or the Stock Exchanges and in accordance with this Agreement to discharge its responsibilities as the monitoring agency. This includes seeking clarifications on the information/ documents/ statements shared by the Company, seeking additional documents/ certifications/ bank statements/ independent legal opinions, etc. to help it effectively discharge its responsibilities as a Monitoring Agencymonitoring agency; (ce) review of the information / documents / statements (including the bank statements) received from the Company with regard to the use of the Net Proceeds and Offer Related Expenses including the status of implementation of the projects /activities activities proposed to be funded out of the Net Proceeds as stated in the Red Xxxxxxx Prospectus/ Prospectus; and; (df) Monitoring Agency shall be issuing the Monitoring Report till 95.0100% of the proceeds Net Proceeds raised through Offer Issue are fully utilized excluding the proceeds under Offer for Sale and amount raised for general corporate purposes as per the SEBI ICDR Regulations. Upon full utilization ; (g) taking due care to produce Monitoring Reports that are free from errors to the best of its abilities and shall disclose to the extent possible the source of information in the Monitoring Report and act in accordance with the SEBI ICDR Regulations; (h) deploying personnel who are well-equipped to carry out the activity under this Agreement; (i) share a draft report with the Company and give reasonable time (not later than 3 working days) to the Company to revert with additional information or clarifications on the draft, before finalising the Monitoring Report which shall be shared with the Audit Committee of the Net ProceedsBoard; (j) all activities of CARE as a Credit Rating Agency, the including Monitoring Agency activity under this Agreement, shall issue a final reportbe subject to policies framed by CARE (including amendment/updation from time to time) under SEBI directives including but not limited to confidentiality policy, including completed details guidelines for dealing with conflict of utilizations interest for investment/ trading by Credit Rating Agencies. 4.2 The Monitoring Agency agrees to comply with the Securities and Exchange Board of Net Proceeds and Offer Related Expenses and comments over deviationsIndia (Prohibition of Xxxxxxx Xxxxxxx) Regulations, 2015, as amended with respect to the Company.