INDIA SECURITIES LIMITED 2

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