INDIA SECURITIES LIMITED 2

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INDIA SECURITIES LIMITED(b) The shareholding of Directors of the Companiesparticipating in this Scheme is as under:(c)Name of DirectorETHLCommunicationsHoldings Limited[TransferorCompany](No of Shares)IndiaSecuritiesLimited[TransfereeCompany]Shri S. V. Venkatesan NIL NILShri M. P. Mehrotra NIL NILShri Vikash Saraf NIL NILShri V. G. Raghavan NIL NILShri Amit Gupta NIL NILShri Girish Sathe NIL NILNone of the Directors and Manager of Transferee Companyand Directors of Transferor Company have any materialinterest in the scheme, save and except to the extent oftheir shareholding in the respective companies or to theextent the said directors are common directors in thecompanies. Their interest shall not in any way be treateddifferently than other share holders.Shareholding Pattern of Transferee Company Pre & PostScheme of Amalgamation is as under :Category As on May 31, 2011PromotersNo. of sharesof face valueof Re 1 each% to totalcapitalEquity 65,66,46,250 74.98Foreign HoldingsNRIs & Non DomesticCompaniesSub total A 65,66,46,250 74.9837,09,377 0.42FIIs 18,34,77,030 20.95Sub total B 18,71,86,407 21.37Category As on May 31, 2011Institutional HoldingsInstitutions/Mutual funds/Banks & Other CompaniesNo. of sharesof face valueof Re 1 each% to totalcapital43,82,816 0.50Sub total C 43,82,816 0.50Others 2,75,80,837 3.15Sub total D 2,75,80,837 3.15Grand Total (A+B+C+D) 87,57,96,310 100.00There will not be significant change in the shareholdingpattern post scheme of amalgamation as no new sharesare being issued.22. The following documents will be open for inspection at theRegistered Office of the Applicant Company between 10.00 a.m.to 12 Noon on any working day of the Applicant Company exceptSaturday upto the date of the meeting:1. The Memorandum and Articles of Association of TransferorCompany and the Transferee Company.2. The Balance Sheet and Profit and Loss Account ofTransferor Company and the Transferee Company for theyear ended 31 st March, 2010.3. Copy of the Board resolution dated 10 th May, 2011 and16 th May, 2011 passed by Transferor Company andthe Transferee Company approving the Scheme ofAmalgamation.4. Proposed Scheme of Amalgamation.5. Register of Directors’ shareholdings of the ApplicantCompany.6. Certified copy of the Order dated 21 st June 2011 passed bythe Hon’ble High Court of Judicature at Madras in CompanyApplication No. 442 of 2011.7. Copy of the consent letter dated June 7, 2011 receivedfrom Bombay Stock Exchange Limited.Dated at Chennai this 28th day of June, 2011.J. V. PrakashChairman appointed for the meeting8
SCHEME OF AMALGAMATIONOFETHL COMMUNICATIONS HOLDINGS LIMITED(“ECHL” or “Transferor Company”)WITHINDIA SECURITIES LIMITED(“ISL” or “Transferee Company”)ANDTheir respective Shareholders and Creditors(Under Sections 391 to 394 of the Companies Act, 1956)The Scheme is divided into the following parts:Part IPart IIPart IIIPart IVPart VPart VIPART Ideals with the Definitions and Share Capital;deals with the Rationale;deals with Amalgamation of ETHL Communications HoldingsLimited with India Securities Limited;deals with the Accounting Treatment;deals with the General Clauses;deals with the General Terms and Conditions.DEFINITIONS AND SHARE CAPITAL1. DEFINITIONS1.1 In this Scheme, unless inconsistent with the subject or context,the following expression shall have the following meanings:1.1.1 “Act” means the Companies Act, 1956 including any statutorymodifications, re-enactments or amendments thereof for thetime being in force;1.1.2 “Appointed Date” means the 1 st April 20101.1.3 “Courts” or “High Courts” means the High Court of Judicatureat Bombay and High Court of Judicature at Madras, and shallinclude the National Company Law Tribunal, if applicable;1.1.4 “Effective Date” means the last of the dates on which thecertified copies of the Order(s) of the High Court of Judicatureat Bombay and High Court of Judicature at Madras sanctioningthe Scheme are filed with the Registrar of Companies,Maharashtra, Mumbai and the Registrar of Companies,Chennai respectively. All references in this Scheme to thedate of “coming into effect of the/this Scheme” shall mean theEffective Date;1.1.5 “Governmental Authority” means any applicable central,state or local government, legislative body, regulatory oradministrative authority, agency or commission or any court,tribunal, board, bureau, instrumentality, judicial or arbitral bodyhaving jurisdiction over the territory of India;1.1.6 “Scheme” or “the Scheme” or “this Scheme” means thisScheme of Amalgamation in its present form submitted tothe High Court of Judicature at Bombay and the High Courtof Judicature at Madras with modification(s), approved orimposed or directed by the High Courts;1.1.7 ‘’Transferor Company’’ or “ECHL” means ETHLCommunications Holdings Limited, a Company incorporatedunder the Act and having its Registered Office at Essar House,11, K.K. Marg, Mahalaxmi, Mumbai - 400 034 the State ofMaharashtra.1.1.8 “Transferee Company” or “ISL” means India SecuritiesLimited, a Company incorporated under the Act and having itsRegistered Office at New No. 77/56 C. P. Ramaswamy Road,Abhirampuram, Chennai. 600 018.1.1.9 “Undertaking” means and includes (as on the AppointedDate and as modified and altered from time to time upto theEffective Date):(a)(b)(c)All the assets of the Transferor Company as on theAppointed Date;All debts, liabilities, duties and obligations of theTransferor Company as on the Appointed Date;Without prejudice to the generality of sub-clauses(a) and (b) above, the Undertaking shall meanand include the whole of the undertaking of theTransferor Company, as a going concern, includingits business, all secured and unsecured debts,liabilities, duties and obligations, all the assetsand properties, whether movable or immovable,real or personal, fixed assets, in possession orreversion, corporeal or incorporeal, tangible orintangible, present or contingent assets includingstock, investments, claims, powers, authorities,allotments, approvals, registrations, contracts,engagements, arrangements, rights, titles, interests,benefits, advantages, lease-hold rights, tenancyrights, permits, authorisations, quota rights,including reserves, provisions, funds, equipmentand installations and utilities, electricity, water andother service connections, records, files, employees,benefits of agreements, contracts and arrangements,powers, authorities, balances with all regulatoryauthorities, liberties, advantages, easementsand all the right, title, interest, goodwill, reserves,provisions, advances, receivables, funds, cash,bank balances, accounts, earnest moneys/ securitydeposits and all other rights, claims and powers,of whatsoever nature and where so ever situatedbelonging to or in the possession of or granted in9
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INDIA SECURITIES LIMITED 2

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