Common use of IFC Policy Reporting Covenants Clause in Contracts

IFC Policy Reporting Covenants. (a) The Company shall promptly notify IFC upon becoming aware of any: (i) litigation or investigations or proceedings against the Company or any of its Subsidiaries which have or may reasonably be expected to have a Material Adverse Effect; or (ii) any criminal investigations or proceedings against the Company or any director or officer of the Company, and any such notification shall specify the nature of the action or proceeding and any steps that the Company proposes to take in response to the same. (b) Upon IFC’s reasonable request or the CAO’s request (or IFC’s request on behalf or at the behest of the CAO) at any time, and with reasonable prior notice to the Company, the Company shall permit representatives of IFC and the CAO, during normal office hours, to: (i) visit any of the sites and premises where the business of the Company or its Subsidiaries is conducted; (ii) inspect any of the offices, branches and other facilities of the Company or its Subsidiaries; (iii) have access to the books of account and all records of the Company and its Subsidiaries; and (iv) have access to those employees and officers of the Company and its Subsidiaries who have or may have knowledge of matters with respect to which IFC or the CAO seeks information; provided that: (A) in the case of representatives of the CAO, no such reasonably prior notice shall be necessary if special circumstances so require; (B) with respect to representatives of IFC only, the Company shall not be obligated pursuant to this Section 3.02 to provide access to any information that it reasonably considers, upon written advice of its legal counsel, to be a trade secret or similar confidential information; (C) the inspection rights contained in this Section 3.02 may be exercised by representatives of IFC only once during any twelve (12)-month period (but no such limitation applies to the representatives of the CAO); and (D) in the case of the representatives of the CAO, such access shall be for the purpose of carrying out the CAO’s Role. (c) The Company shall and shall ensure that each of its Subsidiaries shall: (i) within ninety (90) days after the end of each Financial Year, deliver to IFC the corresponding S&E Performance Report in the form attached as Schedule 3 (S&E Performance Report) hereto confirming compliance with the Action Plan, the social and environmental covenants set forth in this Agreement and Applicable S&E Law, or, as the case may be, identifying any non-compliance or failure, and the actions being taken to remedy it, and including such information as IFC shall reasonably require in order to measure the ongoing development results of IFC’s investment in the IFC Shares, which information IFC may hold and use in accordance with IFC’s Access to Information Policy, dated January 1, 2012, which is available at xxxx://xxxxxx.xxx.xxx/intranet/ifcpolproc.nsf/AttachmentsByTitle/700101IFCPolicyDisclosureInformation_ Effective+Jan+1+2012/$FILE/700101IFCPolicyDisclosureInformation.pdf); and (ii) within three (3) days after its occurrence, notify IFC of any social, labor, health and safety, security or environmental incident, accident or circumstance having, or which could reasonably be expected to have, any material adverse social and/or environmental impact or any material adverse impact on the implementation or operation of the Company Operations in compliance with the Performance Standards, specifying in each case the nature of the incident, accident, or circumstance and the impact or effect arising or likely to arise therefrom, and the measures the Company or the relevant Subsidiary, as applicable, is taking or plans to take to address them and to prevent any future similar event; and keep IFC informed of the on-going implementation of those measures. (d) The Company shall furnish to IFC, within ninety (90) days after the expiry of the insurance policy referred to in Section 3.03(f) (IFC Policy Covenants), a certificate from an Authorized Representative confirming that, as of the date of such certificate, the Company maintains the insurance policy required to be maintained pursuant to Section 3.03(f) (IFC Policy Covenants) and providing a detailed explanation of any material changes in such insurance policies. (e) Following a Listing, IFC may, by notice to the Company, elect not to receive any of the information described in this Section 3.02. In this case, the Company shall provide IFC with copies of all information publicly disclosed and/or filed, in compliance with the rules and regulations of any securities exchange or automated quotation system on which any of the Company’s securities are listed and any Applicable Law. If, upon a Liquidity Event, the rights set forth in this Section 3.02 survive such Liquidity Event pursuant to Section 5.01(a) or Section 5.01(b), and IFC does not elect not to receive any of the information described in this Section 3.02 in accordance with the first sentence in this Section 3.02(e), the exercise of the rights set forth in this Section 3.02 shall be subject to Applicable Law with respect to selective disclosure of information by publicly traded companies and to IFC entering into a confidentiality and standstill agreement reasonably acceptable to IFC and the Company or any successor entity thereto.

IFC Policy Reporting Covenants. (a) The Company shall promptly notify IFC upon becoming aware of any: (i) litigation or investigations or proceedings against the Company or any of its Subsidiaries which have or may reasonably be expected to have a Material Adverse Effect; or (ii) any criminal investigations or proceedings against the Company or any director or officer Affiliate of the Company, and any such notification shall specify the nature of the action or proceeding and any steps that the Company proposes to take in response to the same. (b) Upon IFC’s reasonable request or the CAO’s request (or IFC’s request on behalf or at the behest of the CAO) at any time's request, and with reasonable prior notice of 2 (two) Business Days to the Company, the Company shall permit representatives of IFC and the CAO, during normal office hours, to: (i) visit any of the sites and premises where the business of the Company or its Subsidiaries is conducted; (ii) inspect any of the officessites, branches facilities, plants and other facilities equipment of the Company or its Subsidiaries; (iii) have access to the books of account and all records of the Company and its Subsidiaries; and (iv) have access to those employees employees, agents, contractors and officers subcontractors / of the Company and its Subsidiaries who have or may have knowledge of matters with respect to which IFC or the CAO seeks information; provided that: (A) in the case of representatives of the CAO, no such reasonably prior notice shall be necessary if special circumstances so require; (B) with respect to representatives of IFC only, the Company shall not be obligated pursuant to this Section 3.02 to provide access to any information that it reasonably considers, upon written advice of its legal counsel, to be a trade secret or similar confidential information; (C) the inspection rights contained in this Section 3.02 may be exercised by representatives of IFC only once during any twelve (12)-month period (but no such limitation applies to the representatives of the CAO); and (D) in the case of the representatives of the CAO, such access shall be for the purpose of carrying out the CAO’s Role.; (c) The Company shall and shall ensure that each of its Subsidiaries shall: (i) within ninety 90 (90Ninety) days after the end of each Financial Year, deliver to IFC the corresponding S&E Performance Report in the form attached as Schedule 3 (S&E Performance Report) Exhibit 5 hereto confirming compliance with the Action Plan, the social and environmental covenants set forth in this Agreement and Applicable S&E Law, or, as the case may be, identifying any non-compliance or failure, and the actions being taken to remedy it, and including such information as IFC shall reasonably require in order to measure the ongoing development results of IFC’s investment in the IFC Shares, which information IFC may hold and use in accordance with IFC’s 's Access to Information Policy, dated January 1, 2012, which is available at xxxx://xxxxxx.xxx.xxx/intranet/ifcpolproc.nsf/AttachmentsByTitle/700101IFCPolicyDisclosureInformation_ Effective+Jan+1xxxx://xxxxxx.xxx.xxx/intranet/ifcpolproc.nsf/AttachmentsByTitle/700101IFCPolicy DisclosureInformation_Effective+Jan+1+2012/$FILE/700101IFCPolicyDisclosureInformation.pdf2012/$FILE/700101IFCPolicy DisclosureInformation.pdf); and (ii) within three 3 (3Three) days after its occurrence, notify IFC of any social, labor, health and safety, security or environmental incident, accident or circumstance having, or which could reasonably be expected to have, any material adverse social and/or environmental impact or any material adverse impact on the implementation or operation of the Company Operations in compliance with the Performance Standards, specifying in each case the nature of the incident, accident, or circumstance and the impact or effect arising or likely to arise therefromthere from, and the measures the Company or the relevant Subsidiary, as applicable, is taking or plans to take to address them and to prevent any future similar event; and keep IFC informed of the on-going implementation of those measures. (d) The Company shall furnish to IFC, within ninety 30 (90Thirty) days after the expiry renewal or replacement of any of the insurance policy policies referred to in Section 3.03(f) (IFC Policy Covenants)Exhibit 3, a certificate from an Authorized Representative confirming that, as copy of the date of such certificate, the Company maintains the insurance policy required to be maintained pursuant to Section 3.03(f) (IFC Policy Covenants) and providing a detailed explanation of any material changes in such insurance policies.that policy; and (e) Following a Listing, IFC may, by notice to the Company, elect not to receive any of the information described in this Section 3.02. In this case, the The Company shall provide IFC with copies of all information publicly disclosed and/or filed, in compliance with the rules and regulations of any securities exchange or automated quotation system on which any of the Company’s securities are listed and any Applicable Law. If, upon a Liquidity Event, the rights pertaining to development outcome indicators as set forth below in this Section 3.02 survive such Liquidity Event pursuant a format satisfactory to Section 5.01(aIFC. Such reporting to be on an annual basis: Description of Outcome Indicator Baseline 2019 2020 2021 2022 2023 2024 Stakeholders effects: customer Number of affordable housing units built 1,000 Description of Outcome Indicator Baseline 2019 2020 2021 2022 2023 2024 Average Cost per square foot (INR) or Section 5.01(b), 4,000 Average Unit Price (US$) 25,714 Economy-wide effects: value- chain development and IFC does not elect not to receive any employment Number of Employees at project sites 200 Number of Employees at corporate level 350 Competitiveness: demonstration and replication Number of units launched under Haryana affordable housing policy 8,000 Market share of top 3 affordable housing players in Gurgaon 35 percent Sustainability: demonstration/ replication and market enabling Number of units in the information described National Capital Region that are EDGE- certified 0 Gender Reporting Number of Direct Employees See above Number of Female Direct Employees 86 Number of Executive Management (C-suite) Positions 0 Description of Outcome Indicator Baseline 2019 2020 2021 2022 2023 2024 Number of Females in this Section 3.02 in accordance with the first sentence in this Section 3.02(e), the exercise of the rights set forth in this Section 3.02 shall be subject to Applicable Law with respect to selective disclosure of information by publicly traded companies Executive Management (C-suite) Positions 0 Other Purchases from Domestic Suppliers (US$ million) 32 Taxes and to IFC entering into a confidentiality Other Payments (US$ million) 23 Wages and standstill agreement reasonably acceptable to IFC and the Company or any successor entity thereto.Benefits (US$ million) 4.5 GHG Emissions Reduction (tCO2/Year) 0

IFC Policy Reporting Covenants. (ai) The Company shall promptly notify IFC upon becoming aware of any: (iA) litigation or investigations or proceedings against the Company or any of its Subsidiaries which have or may reasonably be expected to have a Material Adverse Effect; or (iiB) any criminal investigations or proceedings against the Company Company, or any director Key Subsidiary or officer of the Companyany Related Party, and any such notification shall specify the nature of the action or proceeding and any steps that the Company proposes to take in response to the same. (bii) Upon IFC’s reasonable request or the CAO’s request (or IFC’s request on behalf or at the behest of the CAO) at any timerequest, and with reasonable prior notice to the Company, the Company shall permit representatives of IFC and the CAO, during normal office hours, to: (iA) visit any of the sites and premises where the business of the Company or its Key Subsidiaries is conducted; (iiB) inspect any of the officessites, branches facilities, plants and other facilities equipment of the Company or its Key Subsidiaries; (iiiC) have access to the books of account and all records of the Company and its Key Subsidiaries; and (ivD) have access to those employees employees, agents, contractors and officers subcontractors of the Company and its Key Subsidiaries who have or may have knowledge of matters with respect to which IFC or the CAO seeks information; , provided that: (A1) in the case of representatives of the CAO, no such reasonably reasonable prior notice shall be necessary if special circumstances so require; (B) with respect to representatives of IFC only, the Company shall not be obligated pursuant to this Section 3.02 to provide access to any information that it reasonably considers, upon written advice of its legal counsel, to be a trade secret or similar confidential information; (C) the inspection rights contained in this Section 3.02 may be exercised by representatives of IFC only once during any twelve (12)-month period (but no such limitation applies to the representatives of the CAO); and (D2) in the case of the representatives of the CAO, such access shall be for the purpose of carrying out the CAO’s Role. (ciii) The Company shall and shall ensure that each of its Subsidiaries shall: (iA) within ninety (90) days after the end of each Financial Year, deliver to IFC the corresponding S&E Performance Report in the form attached as Schedule 3 13 (S&E Performance Report) hereto confirming compliance with the ESRS, Action Plan, the social and environmental covenants set forth in this Agreement and the Applicable S&E Law, or, as the case may be, identifying any non-compliance or failure, and the actions being taken to remedy it, and including such information as IFC shall reasonably require in order to measure the ongoing development results of IFC’s investment in the IFC SharesSecurities, which information IFC may hold and use in accordance with IFC’s Access to Information Policy, dated January 1, 2012, which is available at xxxx://xxxxxx.xxx.xxx/intranet/ifcpolproc.nsf/AttachmentsByTitle/700101IFCPolicyDisclosureInformation_ Effective+Jan+1+2012/$FILE/700101IFCPolicyDisclosureInformation.pdf)xxxx://xxx.xxx.xxx/wps/wcm/connect/98d8ae004997936f9b7bffb2b4b33 c15/IFCPolicyDisclosureInformation.pdf?MOD=AJPERES; and’ (iiB) within three (3) days after its occurrence, notify IFC of any social, labor, health and safety, security or environmental incident, accident or circumstance having, or which could reasonably be expected to have, any material adverse social and/or environmental impact or any material adverse impact on the implementation or operation of the Company Operations in compliance with the Performance Standards, specifying in each case the nature of the incident, accident, or circumstance and the impact or effect arising or likely to arise therefrom, and the measures the Company or the relevant Key Subsidiary, as applicable, is taking or plans to take to address them and to prevent any future similar event; and keep IFC informed of the on-going implementation of those measures. (div) The Company shall furnish to IFC, within ninety thirty (9030) days after the expiry of any of the insurance policy policies referred to in Section 3.03(f) Annex C (IFC Policy CovenantsMinimum Insurance Requirements), a certificate copies of the renewal policies renewal endorsements from an Authorized Representative the insurance company confirming that, as of the date of such certificate, the Company maintains and its Key Subsidiaries maintain the insurance policy policies required to be maintained pursuant to Section 3.03(f) Schedule 11 (IFC Policy Covenants) and providing a detailed explanation of any material changes in such insurance policies. (ev) Following a Listingan IPO, IFC may, may by delivering a notice to the Company, Company elect not to receive any of the information described in this Section 3.02Clause 10(m). In this which case, the Company shall provide IFC with copies of all information publicly disclosed and/or filed, filed in compliance with the rules and regulations of any securities exchange or automated quotation system on which any of the Company’s its securities are listed and any other Applicable Law. If, upon a Liquidity Event, the rights . (vi) The Company shall furnish to IFC any other information as may be required by IFC in relation to any matter set forth out in this Section 3.02 survive such Liquidity Event pursuant to Section 5.01(a) or Section 5.01(bClause 10(m), and IFC does not elect not to receive any of the information described in this Section 3.02 in accordance with the first sentence in this Section 3.02(e), the exercise of the rights set forth in this Section 3.02 shall be subject to Applicable Law with respect to selective disclosure of information by publicly traded companies and to IFC entering into a confidentiality and standstill agreement reasonably acceptable to IFC and the Company or any successor entity thereto.