INDIA SECURITIES LIMITED 2

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INDIA SECURITIES LIMITEDfavour of or enjoyed by the Transferor Company, ason the Appointed Date and all earnest money and/or deposits including security deposits paid by theTransferor Company as on the Appointed Date andall other rights, obligations, benefits available underany rules, regulations, statutes including direct andindirect tax laws derived by the Transferor Company.1.1.10 All terms and words not defined in this Scheme shall, unlessrepugnant or contrary to the context or meaning thereof, havethe same meaning ascribed to them under the Act, the IncomeTax Act, 1961 or any other applicable laws, rules, regulations,bye laws, as the case may be, including any statutorymodification or re-enactment thereof from time to time.2. SHARE CAPITAL2.1 The Share Capital of the Transferee Company as on March 31,2010 is as under:ParticularsAmount (Rs.)Authorised Share Capital:100,00,00,000 equity shares of Re.1 each 100,00,00,0005,00,000 preference shares of Rs. 2,000 100,00,00,000eachIssued, Subscribed and Paid-up ShareCapital:19,95,66,310 equity shares of Re.1 each 19,95,66,310fully paid up2,00,000 1% Non-Cumulative Compulsory 40,00,00,000Convertible Preference Shares ofRs. 2,000 each fully paid upPursuant to the amalgamation of Essar TelecommunicationsHoldings Private Limited, a company incorporated underthe Act and having its Registered Office at New No. 77/56C. P. Ramaswamy Road, Abhirampuram, Chennai, into theTransferee Company approved by the High Court of Judicatureat Madras by its order dated 21st April 2011, the Share Capitalof the Transferee Company is as follows:ParticularsAuthorised Share Capital:Amount (Rs.)90,00,00,000 equity shares of Re.1 each 90,00,00,00015,50,000 preference shares of Rs. 2,000eachIssued, Subscribed and Paid-up ShareCapital:87,57,96,310 equity shares of Re.1 eachfully paid up15,41,000 Non-Cumulative PreferenceShares of Rs. 2,000 each fully paid up310,00,00,00087,57,96,310308,20,00,000The Share Capital of the Transferor Company as on March 31,2010 is as under:ParticularsAuthorised Share Capital:Amount (Rs.)16,00,00,000 equity shares of Rs.10 each 160,00,00,000Issued, Subscribed and Paid-up ShareCapital:15,65,44,000 equity shares of Rs.10 eachfully paid up156,54,40,000PART IIRATIONALEAll the Equity shares issued by the Transferor Company asabove are held by the Transferee Company and its nominees.Accordingly, the Transferor Company is a wholly ownedsubsidiary of the Transferee Company.3. RATIONALE FOR THE AMALGAMATION3.1 ECHL and ISL hold investments in various companies. Thefocus of activities of both the companies is similar. The activitiesof both companies complement each other and the combinedefforts and resources would lead to a more concentratedapproach towards development of the business of ISL.3.2 ECHL is wholly owned by ISL and the amalgamation will resultin reduction in the shareholding layers and facilitate directcontrol over assets of ECHL in the hands of ISL.3.3 Interests of any creditor of ECHL or shareholder or creditorof ISL shall not be prejudiced as a result of the Scheme. TheAmalgamation will not impose any additional burden on themembers of ECHL or ISL.PART IIIAMALGAMATION4. TRANSFER AND VESTING OF THE UNDERTAKING4.1 Upon coming into effect of this Scheme and with effect fromthe Appointed Date, subject to the provisions of this Scheme inrelation to the mode of transfer and vesting, the entire businessand Undertaking of the Transferor Company shall, without anyfurther act or deed, be and stand transferred to and vestedin or be deemed to have been transferred to and vested inthe Transferee Company as a going concern, pursuant tothe provisions of Sections 391 to 394 and other applicableprovisions of the Act and the provisions of this Scheme inrelation to the mode of transfer and vesting of assets.Provided that for the purpose of giving effect to the vestingorder passed under Sections 391 to 394 in respect of thisScheme, the Transferee Company shall at any time pursuantto the orders on this Scheme be entitled to get the recordof the change in the title and the appurtenant legal right(s)upon the vesting of such assets of the Transferor Companyin accordance with the provisions of Sections 391 to 394 ofthe Act, at the office of the respective Registrar of Assurancesor any other concerned authority, where any such property issituated.4.2 All assets, estate, rights, title, interest and authoritiesaccrued to and/or acquired by the Transferor Company afterthe Appointed Date and prior to the Effective Date shall bedeemed to have been accrued to and/or acquired for and onbehalf of the Transferee Company and shall, upon the cominginto effect of the Scheme and with effect from the AppointedDate pursuant to the provisions of Sections 391 to 394 andother applicable provisions of the Act, without any further act,instrument or deed, be transferred to and vested in and/orbe deemed to be transferred to and vested in the TransfereeCompany so as to become as and from the Appointed Date,the estate, assets, rights, title, interests and authorities of theTransferee Company. Upon coming into effect of this Schemeand with effect from the Appointed Date, all movable assetsincluding cash in hand, if any, of the Transferor Company,10
capable of passing by manual delivery or possession or byendorsement and delivery, shall be so delivered or endorsedand delivered, as the case may be, to the Transferee Companyupon the coming into effect of the Scheme, without requiringany deed or instrument of conveyance for transfer of the same.Such delivery shall be made on a date mutually agreed uponbetween the Board of Directors of the Transferor Company andthe Transferee Company.4.3 In respect of movables other than those specified in clause4.2 above, including sundry debtors, outstanding loans andadvances, if any, recoverable in cash or in kind or for valueto be received, bank balances and deposits, if any, withGovernment, Semi-Government, local and other authoritiesand bodies, customers and other persons, the following modusoperandi for intimating to third parties shall, to the extentpossible, be followed:(i)(ii)The Transferee Company shall give notice in suchform as it may deem fit and proper, to each person,debtor, loanee or depositee as the case may be,that pursuant to the Courts having sanctioned theScheme, the said debts, loans, advances, bankbalances or deposits be paid or made good orheld on account of the Transferee Company as theperson entitled thereto to the end and intent that theright of the Transferor Company to recover or realisethe same stands extinguished and that appropriateentry should be passed in its books to record theaforesaid change;The Transferor Company shall also give notice insuch form as they may deem fit and proper to eachperson, debtor, loanee or depositee that pursuant tothe Courts having sanctioned the Scheme the saiddebt, loan, advance or deposit be paid or made goodor held on account of the Transferee Company andthat the right of the Transferor Company to recoveror realise the same stands extinguished.4.4 In relation to the assets, if any, belonging to the TransferorCompany, which require separate documents of transfer, theTransferor Company and the Transferee Company will executenecessary documents, as and when required.4.5 For avoidance of doubt, upon the Scheme coming into effectand with effect from the Appointed Date, all the rights, title,interest and claims of the Transferor Company in any leaseholdproperties, including all the leases, of the Transferor Companyshall, pursuant to Section 394(2) of the Act, without any furtheract or deed, be transferred to and vested in or be deemedto have been transferred to and vested in the TransfereeCompany.4.6 For avoidance of doubt and without prejudice to the generalityof the foregoing, it is clarified that upon the Scheme coming intoeffect and with effect from the Appointed Date, all consents,permissions, licences, certificates, clearances, authorities,powers of attorney given by, issued to or executed in favourof the Undertaking shall stand transferred to the TransfereeCompany as if the same were originally given by, issued toor executed in favour of the Transferee Company, and theTransferee Company shall be bound by the terms thereof, theobligations and duties thereunder, and the rights and benefitsunder the same shall be available to the Transferee Company.The Transferee Company shall make applications to anyGovernmental Authority as may be necessary in this behalf.Without prejudice to the other provisions of this Scheme andnotwithstanding the fact that the vesting of the Undertakingoccurs by virtue of this Scheme itself, the TransfereeCompany may, at any time after the Scheme coming intoeffect in accordance with the provisions hereof, if so requiredunder any law or otherwise, execute deeds (including deedsof adherence), confirmations or other writings or tripartitearrangements with any party to any contract or arrangementsto which the Transferor Company is a party or any writing asmay be necessary to be executed in order to give formal effectto the above provisions. The Transferee Company shall underthe provisions of this Scheme, be deemed to be authorised toexecute any such writings on behalf of the Transferor Companyand to carry out or perform all such formalities, compliancesreferred to above on the part of the Transferee Company to becarried out or performed in relation to the Undertaking beingtransferred by the Transferor Company.4.7 To the extent there are debentures and inter-corporate loans,debts and claims, (including, amounts receivable), if any, bythe Transferor Company from the Transferee Company or viceversa, the obligations in respect thereof shall come to an endon the Scheme coming into effect and a corresponding suitableeffect shall be given in the books of accounts and records ofthe Transferee Company. If required reduction/cancellationof such debentures, loans, debts and claims (includingreceivables) shall be reflected in the books of accounts andrecords of the Transferee Company. For removal of doubts, itis hereby clarified that from the Appointed Date, there wouldbe no accrual of interest or other charges in respect of anysuch debentures and inter-corporate loans or debt (includingreceivables) balances between the Transferee Company onthe one hand and the Transferor Company on the other hand.With effect from the Appointed Date, and subject to theprovisions of this Scheme, all secured and unsecured debts(whether in rupees or foreign currency), liabilities, contingentliabilities, duties and obligations of every kind, nature,description, whether or not provided for in the books of accountsand whether disclosed or undisclosed in the balance sheet ofthe Transferor Company shall also stand transferred or deemedto have been transferred without any further act, instrument ordeed to the Transferee Company, pursuant to the provisionsof Sections 391 to 394 and other applicable provisions of theAct , so as to become as and from the Appointed Date, thedebts, liabilities, contingent liabilities, duties and obligations ofthe Transferee Company without any consent of any third partyor other person who is a party to the contract or arrangementsby virtue of which such liabilities have arisen, in order to giveeffect to the provisions of this clause;4.8 With effect from the Appointed Date, all guarantees, indemnitiesand contingent liabilities, if any, of the Transferor Company shallalso, under the provisions of Sections 391 to 394 of the Act,without any further act or deed, be transferred to or be deemedto be transferred to the Transferee Company so as to becomeas and from the Appointed Date, the guarantees, indemnitiesand contingent liabilities of the Transferee Company and it shallnot be necessary to obtain the consent of any third party orother person who is a party to any contract or arrangement byvirtue of which such guarantees, indemnities and contingentliabilities have arisen or given, in order to give effect to theprovisions of this Clause;11
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INDIA SECURITIES LIMITED 2

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