WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM ...

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WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM SHARE TRANSFER AGENTS Sundaram-Clayton Limited, New No.22, Old No. 31, Railway Colony, 3 rd Street, Mehta Nagar, Chennai – 600 029 Tel : 91-44-23741889/23742939 Fax : 91-44-23741889 Email : kr.raman@scl.co.in, sclshares@gmail.com. PARTICULARS I Definitions / Abbreviations TABLE OF CONTENTS II Risk Factors and Management Perceptions thereof III Introduction IV Capital Structure V Objects of the Scheme VI Salient Features of the Scheme VII Statement of Possible Tax Benefits VIII About the Company IX Overview of Organisation Structure & Senior Management Personnel X Promoter and Promoter Group Companies XI Financial Statements XII Details of Promoters and other Indian Promoter Group Companies including their capital structure and financial statements XIII Management’s Discussion and Analysis XIV Outstanding Litigation and Material Developments XV Government Approvals XVI Regulatory and Statutory Disclosures XVII Articles XVIII Material Contracts and Documents for Inspection XIX Declaration Page 2 of 95 Page No. 3 8 9 11 17 18 19 27 40 41 42 52 60 63 66 66 70 94 95
WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM I. DEFINITIONS: Act The Companies Act, 1956 (1 of 1956) and includes any statutory modification or re-enactment thereof for the time being in force Appointed Date 1 st January 2007 Articles Articles of Association of the Company Audit Committee constituted by the Board in compliance with Clause 49 Committee of the Listing Agreement Board Board of Directors of the Company Brakes Business The development, manufacture, sale and after market service of (i) air assist control systems and elements thereof; (ii) full air control systems and elements thereof; (iii) air assist actuation systems and elements thereof; (iv) full air actuation systems and elements thereof; for automotive and non-automotive CDH applications and software development in relation to the above Clayton Dewandre Holdings Limited, a company incorporated in the United Kingdom and having its registered office at Wilberforce Court, High Street, Hull, East Yorkshire, HU1 1YJ, United Kingdom. Certificate of Incorporation Certificate dated 18 th November 2004 received from the ROC Certificate of Commencement of Business Certificate dated 15 th December 2004 received from the ROC Code of The Code of Business Conduct and Ethics adopted by the Board Conduct vide its resolution dated 7 th May 2008 Company WABCO-TVS (India) Limited, a public limited company Demerger incorporated under the Act The transfer of the Demerged Undertaking to the Company, in consideration of the issue and allotment of fully paid equity shares by the Company to the shareholders of the Demerged Company in proportion to their respective shareholding in the Demerged Company as set out in Parts II and IV hereof in compliance with the provisions of section 2(19AA) of the I T Act Demerged Company Sundaram-Clayton Limited (SCL) Demerged Undertaking The Brakes Business of SCL, on a going concern basis, and shall in relation thereto mean and include (without limitation) (i) all assets and property of and required for the Brakes Business, wherever situate, whether movable or immovable, tangible or intangible (excluding trademarks), land, plant and machinery, buildings, offices, capital work-in-progress, current assets (including inventories, sundry debtors, bills of exchange, loans and advances), copyrights, patents and all other intellectual property, cash balances, bank balances, bank accounts, vehicles, furniture, fixtures, office equipment, appliances and accessories, and (ii) all permits, quotas, rights, entitlements, industrial and other licences, bids, tenders, letters of intent, expressions of interest, approvals, consents, permissions, subsidies, tenancies in relation to office and/or residential properties for the employees, offices, investments, the benefit of any deposits, all other rights including sales tax deferrals and exemptions and other sales tax benefits, lease rights, privileges, all other rights and benefits, licences, powers and facilities of every kind, nature and description whatsoever, rights to use and avail of telephones, telexes, facsimile connections and installations, utilities, electricity and other services, provisions, funds, benefit of all Page 3 of 95
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