INDIA SECURITIES LIMITED 2

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INDIA SECURITIES LIMITEDCompany shall be bound by the terms thereof, the obligationsand duties thereunder and the rights and the benefits underthe same shall be available to the Transferee Company. TheTransferee Company shall make necessary applications toGovernmental Authorities as may be necessary in this behalf.10.3 The Transferee Company shall be entitled, pending thesanction of the Scheme, to apply to the Central Government,State Government or any other agency, department or otherauthorities concerned as may be necessary under law, forsuch consents, approvals and sanctions which the TransfereeCompany may require to own and operate the Undertaking.11. LEGAL PROCEEDINGS11.1 If any legal or other proceedings of whatever nature, whethercivil or criminal (including before any statutory or quasi-judicialauthority or tribunal) (the “Proceedings”) by or against theTransferor Company is pending, the same shall not abate, bediscontinued or be in any way prejudicially affected by reason ofthe transfer of the Undertaking or of anything contained in theScheme, but the proceedings may be continued, prosecutedand enforced by or against the Transferee Company in thesame manner and to the same extent as it would be or mighthave been continued, prosecuted and enforced by or againstthe Transferor Company as if the Scheme had not been made.On and from the Effective Date, the Transferee Company shalland may initiate any legal proceedings for and on behalf of theUndertaking.11.2 Pending the sanction of the Scheme, the Transferor Companyshall, in consultation with the Transferee Company, continueto prosecute, enforce or defend, the proceedings, whetherpending or initiated pending the sanction of the Scheme.12. CONDUCT OF BUSINESS TILL THE EFFECTIVE DATEWith effect from the Appointed Date and up to the EffectiveDate:12.1 The Transferor Company shall carry on the business andactivities till the vesting of the Undertaking on the sanction ofthe Scheme by the High Courts and shall be deemed to haveheld or stood possessed of and shall hold and stand possessedof all the assets of the Undertaking for and an account of and intrust for the Transferee Company.12.2 All acts, deeds and things done and executed by and/ oron behalf of the Transferor Company shall be deemed tohave been done and executed by the Transferor Companyfor and on behalf of, and in trust for and as an agent of theTransferee Company. Further, all transactions undertakenby the Transferor Company shall be deemed to have beenundertaken by the Transferor Company for and on behalf of,and in trust for and as an agent of the Transferee Companyincluding any assets purchased, acquired, transferred, sold orotherwise alienated by the Transferor Company which shall bedeemed to have been purchased, acquired, transferred, soldor otherwise alienated by the Transferee Company.Any of the rights, powers, authorities, privileges exercisedby the Transferor Company shall be deemed to have beenexercised by the Transferor Company for and on behalf of,and in trust for and as an agent of the Transferee Company.Similarly, any obligations, duties and commitments that havebeen undertaken or discharged by the Transferor Companyshall be deemed to have been undertaken for and on behalf ofand as an agent for the Transferee Company.12.3 Accordingly, all profits and income accruing or arising to theTransferor Company and losses and expenditure arisingor incurred by it (including taxes, if any, accruing or paid inrelation to any profits or income) shall, for all purposes, betreated as and be deemed to be the profits, income, losses orexpenditure, as the case may be, of the Transferee Company.12.4 The Transferor Company shall not, without prior written consentof the Transferee Company, take any major policy decisions inrespect of its assets and liabilities of those pertaining to theUndertaking and the present capital structure.13. RATIFICATIONThe Transferee Company shall accept all acts, deeds andthings relating to the Undertaking and executed by and/or onbehalf of Transferor Company on and after the Appointed Dateas acts, deeds and things done and executed by and/or onbehalf of, and in trust for and as an agent of the TransfereeCompany.14. DIVIDEND, PROFIT, BONUS, RIGHT SHARESAt any time upto the Effective Date:14.1 The Transferor Company shall not declare or pay dividendswhich are interim or final to their respective members relatingto any period commencing on or after the Appointed Dateunless agreed to by the Board of Directors of the TransfereeCompany.14.2 The Transferor Company shall not issue or allot any equityshares or any other security converting into equity shares orobtain any other financial assistance converting into equityshares during the pendency of this scheme unless agreed toby the Board of Directors of the Transferee Company.PART VIGENERAL TERMS AND CONDITIONS15. APPLICATION TO HIGH COURTSThe Transferor Company shall, with reasonable despatch,apply to the High Court of Judicature at Bombay for necessaryorders or directions for holding meetings of the membersof the Transferor Company for sanctioning this Scheme ofAmalgamation under Section 391 of the Act or for dispensingthe holding of such meetings and orders under Section 394 ofthe Act, for carrying this Scheme into effect and for dissolutionof the Transferor Company without winding up. The TransfereeCompany shall, if required by the High Court of Judicatureat Madras, apply to the High Court of Judicature at Madrasfor necessary orders or directions for holding meetings ofthe members of the Transferee Company for sanctioning thisScheme of Amalgamation under Section 391 of the Act or fordispensing the holding of such meetings and orders underSection 394 of the Act, for carrying this Scheme into effect.16. MODIFICATIONS, AMENDMENTS TO THE SCHEME16.1 The Transferee Company and the Transferor Company (by theirrespective Directors) may assent from time to time on behalf ofpersons concerned to any modifications/amendments to thisScheme or any conditions or limitations which the High Courtsor any authorities under the law may deem fit to approve orimpose and to resolve any doubt or difficulties that may arise14
for carrying out this Scheme and to do and execute all suchacts, deeds, matters and things necessary for putting theScheme into effect.16.2 For the purpose of giving effect of this Scheme or to anymodifications or amendments, thereof, the Directors of theTransferee Company and the Transferor Company maygive and are authorised to give all such directions that arenecessary or are desirable including directions for settling anydoubts or difficulties that may arise.16.3 If any part or provision of this Scheme hereof is invalid, ruledillegal by any Court of competent jurisdiction, or unenforceableunder present or future laws, then it is the intention of theParties that such part or provision, as the case may be, shallbe severable from the remainder of the Scheme, and theScheme shall not be affected thereby, unless the deletion ofsuch part or provision, as the case may be, shall cause thisScheme to become materially adverse to any Party, in whichcase the Parties shall attempt to bring about a modification inthe Scheme, as will best preserve for the Parties the benefitsand obligations of the Scheme, including but not limited to suchpart or provision.17. CONDITIONALITY OF THE SCHEMEThis Scheme is specifically conditional upon and subject to:17.1 The Scheme being agreed to by the respective requisitemajorities of the members of the Transferor and the TransfereeCompanies, if a meeting of Equity Shareholders of the saidCompanies is convened by the respective High Courts havingjurisdiction for sanction of this Scheme under the provisions oflaw.17.2 The sanction by the Courts under Sections 391 and 394 andother applicable provisions of the Act, being obtained by theTransferor Company and also the Transferee Company.18. DATE OF TAKING EFFECTThe Scheme shall have effect from the Appointed Date on thesame becoming effective.19. EFFECT OF NON-RECEIPT OF APPROVALSIn the event of any of the said sanction and approval referredto in the preceding clauses 17.1 and 17.2 above not beingobtained and/or the Scheme not being sanctioned by the HighCourts and/or the Order(s) not being passed as aforesaid within18 months of the first filing with the High Courts, whicheveris later or within such further period(s) as may be agreedupon from time to time between the Transferor Company andthe Transferee Company (through their respective Board ofDirectors), this Scheme shall stand revoked, cancelled andbe of no effect save and except in respect of any act or deeddone prior thereto as is contemplated hereunder or as to anyright, obligation and/or liabilities which might have arisen oraccrued pursuant thereto and which shall be governed andbe preserved or worked out as is specifically provided in thisScheme and or otherwise arise as per law. In such case eachcompany shall bear its own costs, charges and expenses orshall bear costs, charges and expenses as may be mutuallyagreed. For the purpose of giving full effect to this Scheme,the respective Board of Directors of the Transferor Companyand the Transferee Company are hereby empowered andauthorised to agree to and extend the aforesaid period fromtime to time without any limitations in exercise of their powerthrough and by their respective delegates.20. COSTS, CHARGES AND EXPENSES CONNECTED WITHTHE SCHEMEAll costs, charges, taxes including duties, levies and all otherexpenses of the Transferee Company and the TransferorCompany, respectively, in relation to or in connection with orincidental to this Scheme shall be borne by the TransfereeCompany.15
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INDIA SECURITIES LIMITED 2

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