INDIA SECURITIES LIMITED 2

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