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

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
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