INDIA SECURITIES LIMITED 2

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