INDIA SECURITIES LIMITED 2

k) All loans raised and used and all debts, liabilities, dutiesand obligations incurred or undertaken by the TransferorCompany on or after the Appointed Date and prior to theEffective Date, subject to the terms of this Scheme, shallbe deemed to have been raised, used, undertaken orincurred for and on behalf of the Transferee Company andto the extent they are outstanding on the Effective Date,shall, upon the coming to effect of this Scheme, without anyfurther act or deed, be and stand transferred to and vestedin or be deemed to be have been transferred to and vestedin the Transferee Company and shall become the loans,debts, liabilities, duties and obligations of the TransfereeCompany.Further, all the loans, advances and other facilitiessanctioned to the Transferor Company by its bankers andfinancial institutions prior to the Appointed Date, which arepartly drawn or utilised shall be deemed to be the loansand advances sanctioned to the Transferee Companyand the said loans and advances shall be drawn andutilised either partly or fully by the Transferor Companyfrom the Appointed Date till the Effective Date and allthe loans, advances and other facilities so drawn by theTransferor Company (within the over all limits sanctionedby their bankers and financial institutions) shall on theEffective Date be treated as loans, advances and otherfacilities made available to the Transferee Company andall the obligations of the Transferor Company under anyloan agreement shall be construed and shall become theobligation of the Transferee Company without any furtheract or deed on the part of the Transferee Company.l) If any legal or other proceedings of whatever nature,whether civil or criminal (including before any statutory orquasi-judicial authority or tribunal) (the “Proceedings”) by oragainst the Transferor Company is pending, the same shallnot abate, be discontinued or be in any way prejudiciallyaffected by reason of the transfer of the Undertaking or ofanything contained in the Scheme, but the proceedingsmay be continued, prosecuted and enforced by or againstthe Transferee Company in the same manner and to thesame extent as it would be or might have been continued,prosecuted and enforced by or against the TransferorCompany as if the Scheme had not been made. On andfrom the Effective Date, the Transferee Company shall andmay initiate any legal proceedings for and on behalf of theUndertaking.m) Pending the sanction of the Scheme, the TransferorCompany shall, in consultation with the TransfereeCompany, continue to prosecute, enforce or defend, theproceedings, whether pending or initiated pending thesanction of the Scheme.n) Subject to the provisions of this Scheme, all contracts,deeds, bonds, debentures, notes or other debt securitiesagreements, arrangements and other instruments ofwhatsoever nature relating to the Undertaking whichis subsisting or having effect immediately before theEffective Date shall be in full force against or in favour ofthe Transferee Company and may be enforced as fullyand effectively as if, instead of the Transferor Company,the Transferee Company had been a party or beneficiarythereto with effect from Appointed Date or entering intosuch contracts, deeds and statutory contents, whichever islater. The Transferee Company shall, if necessary, to giveformal effect to this clause, enter into and/or issue and/or execute deeds, writings or confirmations or enter intoa tripartite arrangement, confirmation or novation to whichthe Transferor Company is a party.o) For the avoidance of doubt and without prejudice tothe generality of the foregoing, it is clarified that uponthe Scheme coming into effect and with effect from theAppointed Date, all consents, permissions, licenses,certificates, clearances and authorities given by, issuedto or executed in favour of the Undertaking shall standtransferred to the Transferee Company as if the samewere originally given by, issued to or executed in favourof the Transferee Company, and, the Transferee Companyshall be bound by the terms thereof, the obligations andduties thereunder and the rights and the benefits under thesame shall be available to the Transferee Company. TheTransferee Company shall make necessary applicationsto Governmental Authorities as may be necessary in thisbehalf.p) The Transferee Company shall be entitled, pending thesanction of the Scheme, to apply to the Central Government,State Government or any other agency, department orother authorities concerned as may be necessary underlaw, for such consents, approvals and sanctions which theTransferee Company may require to own and operate theUndertaking.q) With effect from the Appointed Date and upto and includingthe Effective Date:(i)(ii)The Transferor Company shall carry on the businessand activities till the vesting of the Undertaking onthe sanction of the Scheme by the High Courts andshall be deemed to have held or stood possessed ofand shall hold and stand possessed of all the assetsof the Undertaking for and an account of and in trustfor the Transferee Company;All acts, deeds and things done and executedby and/ or on behalf of the Transferor Companyshall be deemed to have been done and executedby the Transferor Company for and on behalf of,and in trust for and as an agent of the TransfereeCompany. Further, all transactions undertaken bythe Transferor Company shall be deemed to havebeen undertaken by the Transferor Company forand on behalf of, and in trust for and as an agentof the Transferee Company including any assetspurchased, acquired, transferred, sold or otherwisealienated by the Transferor Company which shallbe deemed to have been purchased, acquired,transferred, sold or otherwise alienated by theTransferee Company;Any of the rights, powers, authorities, privilegesexercised by the Transferor Company shall bedeemed to have been exercised by the TransferorCompany for and on behalf of, and in trust for andas an agent of the Transferee Company. Similarly,any obligations, duties and commitments that havebeen undertaken or discharged by the TransferorCompany shall be deemed to have been undertakenfor and on behalf of and as an agent for theTransferee Company;5