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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 of listed companies under the same management, which have<br />

made capital issues during the last three years:<br />

There are no issues made by any such listed company under the same management<br />

in the last three years.<br />

Promise vis-à-vis Performance:<br />

The Company has allotted Equity Shares pursuant to the Scheme sanctioned by the<br />

Hon’ble High Court of Judicature at Madras. The Company has not made any<br />

promises in the Information Memorandum.<br />

Mechanism evolved for redressal of Investor Grievances:<br />

The Company, with a view to render prompt and efficient service to the investors,<br />

appointed SCL, registered with SEBI as the STA to handle share registry work<br />

pertaining to both physical and electronic segments of the Equity Shares.<br />

As required under the Listing Agreement, Mr R Madhavan, secretary of the Company<br />

has been appointed as the Compliance Officer. For any clarification/complaint, the<br />

shareholders may contact Mr R Madhavan, secretary of the Company.<br />

Similarly, the Shareholders’/Investor’s Grievance Committee will oversee and review<br />

all matters connected with share transfers, issue of duplicate share certificates etc.<br />

The Investor’s Grievance Committee will also look into the redressal of investors’<br />

grievances pertaining to transfer of shares, non-receipt of balance sheet, non-receipt<br />

of declared dividends etc. The Company, as a matter of policy, will dispose of<br />

investor complaints within a span of seven days.<br />

XVII ARTICLES:<br />

The relevant Articles of Association of the Company are reproduced below:<br />

Reduction of<br />

capital<br />

Sub-division,<br />

consolidation<br />

and cancellation<br />

of shares<br />

Article<br />

No<br />

8.<br />

Page 70 of 95<br />

Particulars<br />

The Company may (subject to the applicable provisions of<br />

the Act) from time to time by Special Resolution reduce its<br />

Capital and any Capital Redemption Reserve Account or<br />

Securities Premium Account in any manner for the time being<br />

authorised by law and, in particular, Capital may be paid off<br />

on the footing that it may be called upon again or otherwise.<br />

This Article is not to derogate from any power the Company<br />

would have, if the Article were omitted.<br />

9. Subject to the applicable provisions of the Act, the Company<br />

in General Meeting may, from time to time, subdivide or<br />

consolidate its Shares, or any of them and the resolution<br />

whereby any share is sub-divided, may determine that, as<br />

between the holders of the Shares resulting from such subdivision,<br />

one or more of such Shares shall have some<br />

preference or special advantage as regards dividend, capital<br />

or otherwise over or as compared with the others or other.<br />

Subject as aforesaid, the Company in General Meeting may<br />

also cancel Shares which at the date of passing of the<br />

resolution in that behalf have not been taken or agreed to be<br />

taken by any Person and diminish the amount of its Capital<br />

by the amount of the Shares so cancelled.

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