INDIA SECURITIES LIMITED 2

INDIA SECURITIES LIMITED4.9 The transfer and vesting of the Undertaking as aforesaid, shallbe subject to the existing securities, charges, hypothecationand mortgages, if any, subsisting over or in respect of theproperty and assets or any part thereof of the TransferorCompany.Provided however, any reference in any security documentsor arrangements, to which the Transferor Company is a party,wherein the assets of the Transferor Company have been orare offered or agreed to be offered as security for any financialassistance or obligations, shall be construed as reference onlyto the assets pertaining to the Undertaking as are vested in theTransferee Company by virtue of this Scheme, to the end andintent that such security, charges, hypothecation and mortgageshall not extend or be deemed to extend, to any of the otherassets of the Transferor Company or any of the assets of theTransferee Company.Provided further that the securities, charges, hypothecationand mortgages (if any subsisting) over and in respect of theassets or any part thereof of the Transferee Company shallcontinue with respect to such assets or part thereof and thisScheme shall not operate to enlarge such securities, charges,hypothecation and mortgages to the end and intent that suchsecurities, charges, hypothecation and mortgages shall notextend or be deemed to extend, to any of the assets of theTransferor Company vested in the Transferee Company.Provided always that this Scheme shall not operate to enlargethe security for any loan, deposit or facility created by theTransferor Company which shall vest in the Transferee Companyby virtue of the amalgamation of the Transferor Company withthe Transferee Company and the Transferee Company shallnot be obliged to create any further or additional securitytherefore after the amalgamation has become operative.4.10 Where any of the Transferor Company’s liabilities as on theAppointed Date transferred to the Transferee Company havebeen discharged by the Transferor Company on or after theAppointed Date and prior to the Effective Date, such dischargeshall be deemed to have been for and on account of theTransferee Company.4.11 All loans raised and used and all debts, liabilities, duties andobligations incurred or undertaken by the Transferor Companyon or after the Appointed Date and prior to the Effective Date,subject to the terms of this Scheme, shall be deemed to havebeen raised, used, undertaken or incurred for and on behalf ofthe Transferee Company and to the extent they are outstandingon the Effective Date, shall, upon the coming to effect ofthis Scheme, without any further act or deed, be and standtransferred to and vested in or be deemed to be have beentransferred to and vested in the Transferee Company and shallbecome the loans, debts, liabilities, duties and obligations ofthe Transferee Company.Further, all the loans, advances and other facilities sanctionedto the Transferor Company by its bankers and financialinstitutions prior to the Appointed Date, which are partly drawnor utilised shall be deemed to be the loans and advancessanctioned to the Transferee Company and the said loansand advances shall be drawn and utilised either partly or fullyby the Transferor Company from the Appointed Date till theEffective Date and all the loans, advances and other facilitiesso drawn by the Transferor Company (within the over all limitssanctioned by their bankers and financial institutions) shall onthe Effective Date be treated as loans, advances and otherfacilities made available to the Transferee Company and allthe obligations of the Transferor Company under any loanagreement shall be construed and shall become the obligationof the Transferee Company without any further act or deed onthe part of the Transferee Company.5. DISSOLUTION OF TRANSFEROR COMPANYOn the coming into effect of the Scheme, the TransferorCompany shall, without any further act or deed, stand dissolvedwithout winding up.6. CANCELLATION OF EQUITY SHARES6.1 ECHL is a wholly owned subsidiary of ISL and ISL holds theentire paid-up share capital of ECHL.6.2 As part of the Scheme, upon the Scheme coming into effect,all the shares of ECHL held by ISL along with its nominee(s), ifany, on the Effective Date, shall be cancelled and extinguishedwithout any further act or deed. No shares or considerationshall be issued / paid by the Transferee Company pursuant tothe amalgamation of the Transferor Company, which is a whollyowned subsidiary of the Transferee Company.7. COMPLIANCE WITH TAX LAWS7.1 Upon the Scheme becoming effective, the Transferor Companyand the Transferee Company are expressly permitted to revise,its financial statements and returns along with prescribedforms, filings and annexures under the Income Tax Act, 1961,and other tax laws, and to claim refunds and/or credits fortaxes paid.7.2 All tax assessment proceedings/appeals of whatsoever natureby or against the Transferor Company pending and/or arisingat the Appointed Date and relating to the Transferor Companyshall be continued and/or enforced until the Effective Date asdesired by the Transferee Company. As and from the EffectiveDate, the tax proceedings/appeals shall be continued andenforced by or against the Transferee Company in the samemanner and to the same extent as would or might have beencontinued and enforced by or against the Transferor Company.7.3 Further, the aforementioned proceedings shall not abate orbe discontinued nor be in any way prejudicially affected byreason of the amalgamation of the Transferor Company withthe Transferee Company or anything contained in the Scheme.7.4 Any tax liabilities under the Income Tax Act, 1961 or otherapplicable laws/regulations dealing with taxes/ duties/ leviesallocable or related to the business of the Transferor Companyto the extent not provided for or covered by tax provision inthe accounts made as on the date immediately preceding theAppointed Date shall be transferred to Transferee Company.Any surplus in the provision for taxation/ duties/ levies accountincluding advance tax and tax deducted at source as on thedate immediately preceding the Appointed Date will also betransferred to the account of the Transferee Company.Any refund under the Income Tax Act, 1961 or other applicablelaws/ regulations dealing with taxes/ duties/ levies allocableor related to the business of the Transferor Company due toTransferor Company consequent to the assessment made onTransferor Company and for which no credit is taken in theaccounts as on the date immediately preceding the AppointedDate shall also belong to and be received by the TransfereeCompany.12