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

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

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<strong>WABCO</strong>-<strong>TVS</strong> (<strong>INDIA</strong>) <strong>LIMITED</strong> <strong>INFORMATION</strong> <strong>MEMORANDUM</strong><br />

Particulars Forum where disputes are pending Disputed amount<br />

Rs. in lakhs<br />

Sales tax Appellate Assistant Commissioner<br />

of Sales-tax<br />

14.61<br />

Sales tax Sales tax Appellate Tribunal<br />

0.83<br />

Material litigation involving CDH (the foreign promoter):<br />

There is no material litigation involving CDH.<br />

XV. GOVERNMENT APPROVALS:<br />

In terms of the Scheme, all permits, quotas, rights, entitlements, industrial and<br />

other licences, bids, tenders, letters of intent, expressions of interest, approvals,<br />

consents, permissions, subsidies, tenancies in relation to office and/or residential<br />

properties for the employees, offices, investments, the benefit of any deposits, all<br />

other rights including sales tax deferrals and exemptions and other sales tax<br />

benefits, lease rights, privileges, all other rights and benefits, licences, powers and<br />

facilities of every kind, nature and description whatsoever, rights to use and avail of<br />

telephones, telexes, facsimile connections and installations, utilities, electricity and<br />

other services, provisions, funds, benefit of all agreements, contracts and<br />

arrangements and all other interests in connection with or relating to the Demerged<br />

Undertaking stood transferred to/vested in the Company from the Effective Date.<br />

Accordingly, the Company has made applications for/obtained endorsements in the<br />

certificate of registrations / licences, obtained / applied for new licences/<br />

registrations / modified the existing agreements / arrangement with government<br />

authorities etc. under applicable laws like the Factories Act, 1948, labour related<br />

laws/ Employees Provident Funds and Miscellaneous Provisions Act, 1952, Foreign<br />

Exchange Management Act, 1999, Pollution Control Board / Air (Prevention and<br />

Control of Pollution Act, Indirect Tax laws and all other statutory laws applicable to<br />

the Company.<br />

XVI. REGULATORY AND STATUTORY DISCLOSURES:<br />

Authority for Listing:<br />

The Honourable High Court of Madras, vide its Order dated 20 th February 2008<br />

sanctioned the Scheme between the Demerged Company and the Company and their<br />

respective equity shareholders and creditors whereby all assets, liabilities, duties,<br />

rights and obligations in respect of the Demerged Undertaking were transferred to<br />

and vested in the Company with effect from the Appointed Date under sections 391<br />

to 394 of the Act. The aforesaid Order of the High Court of Madras was filed with the<br />

ROC on 28 th March 2008 and the Scheme became effective thereupon, namely<br />

Effective Date.<br />

In accordance with the Scheme, 1,00,000 Equity Shares held by SCL and its six<br />

nominees stood extinguished on the Effective Date.<br />

The Equity Shares issued pursuant to the Scheme shall, subject to applicable<br />

regulations, be listed and admitted to trading on the Stock Exchanges.<br />

Such listing and admission for trading is not automatic and will be subject to<br />

fulfilment by the Company of listing criteria of the Stock Exchanges for such issues<br />

and also subject to such other terms and conditions as may be prescribed by the<br />

Page 66 of 95

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