INDIA SECURITIES LIMITED 2

7.5 All taxes including income tax, minimum alternate tax, servicetax, etc paid or payable by the Transferor Company beforethe Appointed Date, shall be on account of the TransferorCompany and, in so far as it relates to the tax payment(including, without limitation, income tax, minimum alternatetax, service tax, etc.) whether by way of deduction at source,advance tax or otherwise howsoever, by the TransferorCompany after the Appointed Date, the same shall be deemedto be the corresponding item paid by the Transferee Companyand shall, in all proceedings, be dealt with accordingly. TheTransferor Company shall not be liable to taxes in respect oftransactions undertaken by the Transferor Company on orafter the Appointed Date. The Transferee Company shall beliable to taxes in respect of such transactions undertaken bythe Transferor Company for and on behalf of the TransfereeCompany.PART IVACCOUNTING TREATMENT8. ACCOUNTING TREATMENT IN BOOKS OF THETRANSFEREE COMPANYUpon the Scheme coming into effect and with effect from theAppointed Date:8.1 The Transferee Company shall record all the assets andliabilities pertaining to the Undertaking transferred to andvested in the Transferee Company pursuant to this Scheme, attheir respective fair values as on the close of business on oneday prior to the Appointed Date.8.2 As on the Appointed Date, pursuant to the amalgamation of theTransferor Company with the Transferee Company, the intercompany balances appearing in the books of the TransferorCompany shall stand cancelled.8.3 The excess or deficit , if any, of the value of the assets over thevalue of the liabilities of the Transferor Company, as recordedpursuant to this Scheme after taking into consideration;8.3.1 the cancellation of the value of investments in the TransferorCompany appearing in the books of the Transferee Company;and8.3.2 the cancellation of inter-company balances between theTransferor Company and Transferee Company;shall be recorded as and credited to the Capital Reserveor debited to Goodwill as the case may be in the books ofthe Amalgamated Company in accordance with para 37 ofAccounting Standard 14.8.4 Notwithstanding the above, the Transferee Company, inconsultation with the auditors, is authorised to account any ofthese balances in any manner whatsoever, if considered moreappropriate in accordance with Accounting Standard 14.PART VGENERAL CLAUSES9. STAFF, WORKMEN AND EMPLOYEES9.1 On the Scheme coming into effect, all the staff, workmen andemployees of the Undertaking in service on such date shallbe deemed to have become staff, workmen and employeesof the Transferee Company with effect from the Effective Datewithout any break in their service and on the basis of continuityof service and the terms and conditions of their employmentwith the Transferee Company shall not be less favourable thanthose applicable to them with reference to the Undertakingon the Effective Date. The position, rank and designation ofthe employees would however be decided by the TransfereeCompany.9.2 In so far as the Provident Fund, Gratuity Fund or any otherSpecial Fund created or existing for the benefit of the staff,workmen and employees of the Undertaking is concerned,upon the Scheme coming into effect, the Transferee Companyshall, stand substituted for the Transferor Company for allpurposes whatsoever in relation to the administration oroperation of such Fund or Funds or in relation to the obligationto make contributions to the said Fund or Funds in accordancewith the provisions thereof as per the terms provided in therespective Trust Deeds, if any, to the end and intent thatall rights, duties, powers and obligations of the TransferorCompany in relation to such Fund or Funds shall becomethose of the Transferee Company and all the rights, duties andbenefits of the staff, workmen and employees employed in theUndertaking under such Funds and Trusts shall be protected,subject to the provisions of law for the time being in force. It isclarified that the services of the staff, workmen and employeesof the Undertaking will be treated as having been continuousfor the purpose of the said Fund or Funds.9.3 It is clarified that save as expressly provided for in thisScheme, the employees of the Transferor Company whobecome the employees of the Transferee Company by virtue ofthis Scheme, shall not be entitled to the employment policiesand shall not be entitled to avail of any schemes and benefitsexisting as on the Effective Date that may be applicable andavailable to any of the other employees of the TransfereeCompany, unless otherwise determined by the TransfereeCompany. The Transferee Company undertakes to continueto abide by any agreement/settlement, if any, entered into ordeemed to have been entered into by the Transferor Companywith any employee of the Transferee Company.10. CONTRACTS, DEEDS AND STATUTORY CONSENTS10.1 Subject to the provisions of this Scheme, all contracts, deeds,bonds, debentures, notes or other debt securities agreements,arrangements and other instruments of whatsoever naturerelating to the Undertaking which is subsisting or havingeffect immediately before the Effective Date shall be in fullforce against or in favour of the Transferee Company andmay be enforced as fully and effectively as if, instead of theTransferor Company, the Transferee Company had been aparty or beneficiary thereto with effect from Appointed Dateor entering into such contracts, deeds and statutory contents,whichever is later. The Transferee Company shall, if necessary,to give formal effect to this clause, enter into and/or issue and/or execute deeds, writings or confirmations or enter into atripartite arrangement, confirmation or novation to which theTransferor Company is a party.10.2 For the avoidance of doubt and without prejudice to thegenerality of the foregoing, it is clarified that upon the Schemecoming into effect and with effect from the Appointed Date,all consents, permissions, licenses, certificates, clearancesand authorities given by, issued to or executed in favour of theUndertaking shall stand transferred to the Transferee Companyas if the same were originally given by, issued to or executedin favour of the Transferee Company, and, the Transferee13