Common use of MODIFICATION OR AMENDMENTS TO THE SCHEME Clause in Contracts

MODIFICATION OR AMENDMENTS TO THE SCHEME. (i) The Transferor Company (by its Board of Directors) and the Transferee Company (by its Board of Directors) either by themselves or through a committee appointed by them in this behalf, may, in their full and absolute discretion, assent to any alteration or modification to this Scheme which either the boards of directors of the Transferor Company or the Transferee Company, as the case may be, deem fit, or which the Company Court and/or any other authority may deem fit to approve or impose. (ii) The Transferor Company (by its Board of Directors) and the Transferee Company (by its Board of Directors), either by themselves or through a committee appointed by them in this behalf, may give such directions as they may consider necessary to settle any question or difficulty arising under the Scheme or in regard to and of the meaning or interpretation of the Scheme or implementation hereof or in any matter whatsoever connected therewith (including any question or difficulty arising in connection with any deceased or insolvent shareholders, depositors or debenture-holders of the respective companies), or to review the position relating to the satisfaction of various conditions to the Scheme and if necessary, to waive any of those (to the extent permissible under law). (iii) The Transferor Company and the Transferee Company, acting through their respective Boards of Directors, shall be at liberty to withdraw from this Scheme in case any condition or alteration imposed by the Company Court or any other authority is not on terms acceptable to them. (iv) Except as otherwise expressly provided in this Scheme, the Transferor Company and the Transferee Company shall pay their respective costs, expenses, charges, fees, taxes, duties, levies and other incidental expenses arising out of or incurred in connection with the filing, approval and/or implementation of this Scheme. Upon this Scheme becoming effective all costs, expenses, charges, fees, taxes, duties, levies and other incidental expenses arising out of or incurred in connection with the filing, approval and/or implementing of this Scheme (save as expressly otherwise agreed) by the Transferor Company shall be borne solely by the Transferee Company. (v) In the event of any inconsistency between any of the terms and conditions of any earlier arrangement between the Transferor Company and the Transferee Company and their respective shareholders and the terms and conditions of this Scheme, the latter shall prevail. (vi) If any part of this Scheme is invalid, ruled illegal or rejected or is unreasonably delayed or not sanctioned by any court of competent jurisdiction, or unenforceable under present or future laws, or not sanctioned or is unreasonably delayed, then it is the intention of the parties that such part shall be severable from the remainder of this Scheme and this Scheme shall not be affected thereby, unless the deletion of such part shall cause this Scheme to become materially adverse to any party, in which case the Transferor Company and the Transferee Company, acting through their respective Boards of Directors, shall attempt to bring about a modification in this Scheme, as will best preserve for the parties, the benefits and obligations of this Scheme, including but not limited to such part, which is invalid, ruled illegal or rejected, or being unreasonably delayed or not sanctioned or is unreasonably delayed by any court of competent jurisdiction, or unenforceable under present or future laws. (vii) Any issue as to whether any asset, liability, employee or litigation pertains to the Financing Undertaking or not shall be decided by the Board of Directors of the Transferee Company either by themselves or through a committee appointed by them in this behalf, and if considered necessary by them, after consultation with the Board of Directors of the Transferor Company, on the basis of evidence that they may deem relevant for the purpose (including the books and records of the Transferor Company).

MODIFICATION OR AMENDMENTS TO THE SCHEME. (i) 23.1 Any modifications/ amendments or additions/ deletions to the Scheme may only be made with the approval of the respective Boards of the Transferor and the Transferee. The aforesaid powers of the Transferor Company (by its Board of Directors) and the Transferee Company to give effect to the modification/ amendments to the Scheme may be exercised subject to approval of NCLT or any other Appropriate Authorities as may be required under Applicable Law. 23.2 The Transferor and the Transferee agree that if, at any time, either of the NCLT or any Appropriate Authority directs or requires any modification or amendment of the Scheme, such modification or amendment shall not, to the extent it adversely affects the interests of the Transferor and /or the Transferee, be binding on the Transferor and the Transferee, as the case may be, except where the prior written consent of the affected party i.e. the Transferor and /or the Transferee, as the case may be, has been obtained for such modification or amendment, which consent shall not be unreasonably withheld by the Transferor and the Transferee, as the case may be. 23.3 If the Transferor and the Transferee are desirous of making any material modification to the provisions of the Scheme after receipt of approval of SEBI to the Scheme, such modification shall be subject to approval of SEBI of such modification or any further modifications as may be required by SEBI. 23.4 Either the Transferor or the Transferee (by acting through its Board of DirectorsBoard) either by themselves or through a committee appointed by them in this behalf, may, in their full and absolute discretion, assent jointly and as mutually agreed in writing, modify, vary or withdraw this Scheme at any time prior to the Effective Date in any alteration or manner, provided that any modification to this Scheme which either the boards of directors or variation or withdrawal of the Scheme by the Transferor Company or and the Transferee CompanyTransferee, as after receipt of sanction by the case may beNCLT, deem fit, or which shall be made only with the Company Court and/or any other authority may deem fit to approve or imposeprior approval of the NCLT. (ii) 23.5 The Transferor Company (by its Board of Directors) and the Transferee Company (by its Board of Directors), either by themselves or through a committee appointed by them in this behalf, may give such directions as they may consider necessary to settle any question or difficulty arising under the Scheme or in regard to and of the meaning or interpretation of the Scheme or implementation hereof or in any matter whatsoever connected therewith (including any question or difficulty arising in connection with any deceased or insolvent shareholders, depositors or debenture-holders of the respective companies), or to review the position relating to the satisfaction of various conditions to the Scheme and if necessary, to waive any of those (to the extent permissible under law). (iii) The Transferor Company and the Transferee Company, acting through their respective Boards of Directors, Boards) shall be at liberty to withdraw from this Scheme in case any condition or alteration imposed by the Company Court or any other authority is not on terms acceptable to them. (iv) Except as otherwise expressly provided in this Scheme, the Transferor Company and the Transferee Company shall pay their respective costs, expenses, charges, fees, taxes, duties, levies and other incidental expenses arising out of or incurred in connection with the filing, approval and/or implementation of this Scheme. Upon this Scheme becoming effective all costs, expenses, charges, fees, taxes, duties, levies and other incidental expenses arising out of or incurred in connection with the filing, approval and/or implementing of this Scheme (save as expressly otherwise agreed) by the Transferor Company shall be borne solely by the Transferee Company. (v) In the event of any inconsistency between any of the terms and conditions of any earlier arrangement between the Transferor Company and the Transferee Company and their respective shareholders and the terms and conditions of this Scheme, the latter shall prevail. (vi) If any part of this Scheme is invalid, ruled illegal or rejected or is unreasonably delayed or not sanctioned by any court of competent jurisdiction, or unenforceable under present or future laws, or not sanctioned or is unreasonably delayed, then it is the intention of the parties that such part shall be severable from the remainder of this Scheme and this Scheme shall not be affected thereby, unless the deletion of such part shall cause this Scheme to become materially adverse to any party, in which case the Transferor Company and the Transferee Company, acting through their respective Boards of Directors, shall attempt to bring about a modification in this Scheme, as will best preserve for the parties, the benefits and obligations of this Scheme, including but not limited to such part, which is invalid, ruled illegal or rejected, or being unreasonably delayed or not sanctioned or is unreasonably delayed by any court of competent jurisdiction, or unenforceable under present or future laws. (vii) Any issue as to determine jointly whether any asset, liability, employee employee, legal or litigation pertains to the Financing Undertaking or not shall be decided by the Board of Directors other proceedings forms part of the Transferee Company either by themselves Power Grids Business or through a committee appointed by them in this behalf, and if considered necessary by them, after consultation with the Board of Directors of the Transferor Companynot, on the basis of any evidence that they may deem relevant for this purpose. The determination by the purpose (including the books and records Boards of the Transferor Company)and the Transferee in this regard shall be final.

MODIFICATION OR AMENDMENTS TO THE SCHEME. (i) The 13.1 Each of the Transferor Company (by its Board of Directors) and the Transferee Company (by its Board of Directors) either by themselves or through a committee appointed by them in this behalf, may, in their full and absolute discretion, assent to any alteration or modification to this Scheme which either the boards of directors of the Transferor Company or the Transferee Company, as the case may be, deem fit, or which the Company Court and/or any other authority may deem fit to approve or impose. (ii) The Transferor Company (by its Board of Directors) and the Transferee Company (by its Board of Directors), either by themselves or through a committee appointed by them in this behalf, may give such directions as they may consider necessary to settle any question or difficulty arising under the Scheme or in regard to and of the meaning or interpretation of the Scheme or implementation hereof or in any matter whatsoever connected therewith (including any question or difficulty arising in connection with any deceased or insolvent shareholders, depositors or debenture-holders of the respective companies), or to review the position relating to the satisfaction of various conditions to the Scheme and if necessary, to waive any of those (to the extent permissible under law). (iii) The Transferor Company and the Transferee Company, acting through their respective Boards of Directors, shall be at liberty ) may assent to withdraw from this Scheme in case any condition modifications or alteration imposed by the Company Court or any other authority is not on terms acceptable amendments to them. (iv) Except as otherwise expressly provided in this Scheme, which the NCLT and/or any other authorities may deem fit to direct or impose or which may otherwise be considered necessary or desirable for settling any question or doubt or difficulty that may arise for implementing and/or carrying out this Scheme. Each of the Transferor Company and the Transferee Company shall pay their (acting through its respective costsBoards of Directors) be and is hereby authorized to take such steps and do all acts, expensesdeeds and things as may be necessary, chargesdesirable or proper to give effect to this Scheme and to resolve any doubts, feesdifficulties or questions, taxes, duties, levies and whether by reason of any order of the NCLT or of any directive or order of any other incidental expenses authorities or otherwise howsoever arising out of of, under or incurred in connection with the filing, approval and/or implementation of this Scheme. Upon this Scheme becoming effective all costs, expenses, charges, fees, taxes, duties, levies and other incidental expenses arising out of or incurred in connection with the filing, approval and/or implementing by virtue of this Scheme (save as expressly otherwise agreed) by the Transferor Company shall be borne solely by the Transferee Companyand/or any matters concerning or connected therewith. (v) In the event of any inconsistency between any of the terms and conditions of any earlier arrangement between the Transferor Company and the Transferee Company and their respective shareholders and the terms and conditions of this Scheme, the latter shall prevail. (vi) 13.2 If any part or clause of this Scheme hereof is invalid, ruled illegal or rejected or is unreasonably delayed or not sanctioned by any court of competent jurisdiction, or unenforceable under present or future laws, or not sanctioned or is unreasonably delayed, then it is the intention of the parties Transferor Company and the Transferee Company that such part shall be severable from the remainder of this Scheme the Scheme, and this the Scheme shall not be affected thereby, unless the deletion of such part shall cause this Scheme to become materially adverse to any partythe Transferor Company and/or the Transferee Company, in which case the Transferor Company and the Transferee Company, acting through their respective Boards of Directors, Company shall attempt to bring about a modification in this the Scheme, as will best preserve for the partiesTransferor Company and the Transferee Company, the benefits and obligations of this the Scheme, including but not limited to such part, which is invalid, ruled illegal or rejected, or being unreasonably delayed or not sanctioned or is unreasonably delayed by any court of competent jurisdiction, or unenforceable under present or future laws. (vii) Any issue as to whether any asset, liability, employee or litigation pertains to the Financing Undertaking or not shall be decided by the Board of Directors of the Transferee Company either by themselves or through a committee appointed by them in this behalf, and if considered necessary by them, after consultation with the Board of Directors of the Transferor Company, on the basis of evidence that they may deem relevant for the purpose (including the books and records of the Transferor Company).

MODIFICATION OR AMENDMENTS TO THE SCHEME. (i) 16.1 The Transferor Company Companies (by its Board of Directorsdirectors or its authorised representative) and the Transferee Company (by its Board of Directorsdirectors or its authorised representative) either by themselves or through a committee appointed by them in this behalf, may, in their full and absolute discretion, discretion may assent to any alteration modification(s) or modification to amendment(s) or any conditions or limitations in this Scheme which either the boards respective Boards or the High Court or such other appropriate authority and/or any other authorities may deem fit to direct or impose or which may otherwise be considered necessary or desirable for settling any question or doubt or difficulty that may arise for implementing and/or carrying out the Scheme and/or for any reason and / or in connection with the Scheme complying with applicable law, including Companies Act, 1956 and Income Tax Act, 1961. 16.2 Without prejudice to the generality of directors the foregoing, the implementation of the Scheme or interest of shareholders or creditors shall not get adversely affected as a result of acceptance of any such modification by the Board(s) of Directors or respective Authorised Representative of the Transferor Company Companies or the Transferee Company, who are hereby authorised to take such steps and to do all acts, deeds and things as may be necessary, desirable or proper to give effect to this Scheme and to resolve any doubt, difficulties or questions whether by reason of any orders of the High Court or of any directive or orders of any other authorities or otherwise howsoever arising out of, under or by virtue of this Scheme and/or any matters concerning or connected therewith. This Scheme is and shall be conditional upon and subject to: 17.1 The Scheme being approved by the requisite majorities in number and value of such classes of persons including the members and / or creditors of the Transferor Companies and Transferee Company as may be directed by the High Courts or any other competent authority, as may be applicable; 17.2 The Scheme being approved by the High Courts whether with any modifications or amendments as the High Courts may deem fit or otherwise; 17.3 The certified copies of the Orders of the High Court’s being filed with the Registrar of Companies, Ahmedabad and Registrar of Companies, Mumbai as the case may be, deem fit, or which be under Sections 391 to 394 read with Sections 100 to 103 of the Company Court and/or any other authority may deem fit to approve or impose.Act; (ii) 17.4 The Transferor Company (by its Board of Directors) and the Transferee Company (by its Board of Directors), either by themselves or through a committee appointed by them in this behalf, may give such directions as they may consider necessary to settle any question or difficulty arising requisite resolutions under the Scheme or in regard to and applicable provisions of the meaning or interpretation of the Scheme or implementation hereof or in any matter whatsoever connected therewith (including any question or difficulty arising in connection with any deceased or insolvent shareholders, depositors or debenture-holders of the respective companies), or to review the position relating to the satisfaction of various conditions to the Scheme and if necessary, to waive any of those (to the extent permissible under law). (iii) The Transferor Company and the Transferee Company, acting through their respective Boards of Directors, shall be at liberty to withdraw from this Scheme in case any condition or alteration imposed Act being passed by the Company Court or any other authority is not on terms acceptable to them. (iv) Except as otherwise expressly provided in this Scheme, the Transferor Company and the Transferee Company shall pay their respective costs, expenses, charges, fees, taxes, duties, levies and other incidental expenses arising out shareholders of or incurred in connection with the filing, approval and/or implementation of this Scheme. Upon this Scheme becoming effective all costs, expenses, charges, fees, taxes, duties, levies and other incidental expenses arising out of or incurred in connection with the filing, approval and/or implementing of this Scheme (save as expressly otherwise agreed) by the Transferor Company shall be borne solely by the Transferee Company. (v) In the event of any inconsistency between any of the terms and conditions of any earlier arrangement between the Transferor Company and the Transferee Company and their respective shareholders of the Transferor Companies for any of the matters provided for or relating to the Scheme as may be necessary or desirable; 17.5 All necessary regulatory and the terms and conditions of this Scheme, the latter shall prevail. (vi) If any part governmental approvals as may be required by law in respect of this Scheme is invalid, ruled illegal or rejected or is unreasonably delayed or not sanctioned being obtained. 17.6 The Scheme being approved by any court the Securities Exchange Board of competent jurisdiction, or unenforceable under present or future laws, or not sanctioned or is unreasonably delayed, then it is the intention of the parties that such part shall be severable from the remainder of this Scheme and this Scheme shall not be affected thereby, unless the deletion of such part shall cause this Scheme to become materially adverse to any party, in which case the Transferor Company India and the Transferee Company, acting through their respective Boards of Directors, shall attempt to bring about a modification in this Scheme, as will best preserve for stock exchanges on which the parties, the benefits and obligations of this Scheme, including but not limited to such part, which is invalid, ruled illegal or rejected, or being unreasonably delayed or not sanctioned or is unreasonably delayed by any court of competent jurisdiction, or unenforceable under present or future laws. (vii) Any issue as to whether any asset, liability, employee or litigation pertains to the Financing Undertaking or not shall be decided by the Board of Directors of the Transferee Company either by themselves or through a committee appointed by them in this behalf, and if considered necessary by them, after consultation with the Board of Directors shares of the Transferor CompanyCompanies and Transferee Company are listed, on the basis of evidence that they may deem relevant for the purpose (including the books and records of the Transferor Company)as required under applicable laws.

MODIFICATION OR AMENDMENTS TO THE SCHEME. (i) The Transferor Demerged Company and the Resulting Company (by its acting through their Board of Directors) and , Committee thereof or any director or any other person authorized by the Transferee Company (by its Board of Directors, Committee thereof to this effect) either by themselves or through a committee appointed by them in this behalf, may, in their full and absolute discretion, may assent to any alteration modifications or modification amendments to this Scheme which either or to any conditions or limitations that the boards of directors of the Transferor Company or the Transferee Company, as the case may be, deem fit, or which the Company Court and/or any other authority Tribunal may deem fit to approve direct or impose. (ii) impose or which may otherwise be considered necessary, desirable or appropriate by the respective Demerged Company and Resulting Company, including pursuant to the orders of the NCLT and/or any other authorities as they may deem fit to direct or impose or which may otherwise be considered necessary or desirable for settling any question or doubt or difficulty that may arise for implementing and/or carrying out the Scheme. The Transferor Demerged Company and the Resulting Company (by its acting through their Board of Directors) and , Committee thereof or any director or any other person authorized by the Transferee Company (by its Board of Directors), either Committee thereof to this effect) shall be authorized to take such steps and do all acts, deeds and things as may be necessary, desirable or proper to give effect to this Scheme and to resolve any doubts, difficulties or questions whether by themselves or through a committee appointed by them in this behalf, may give such directions as they may consider necessary to settle reason of any question or difficulty arising under the Scheme or in regard to and orders of the meaning Tribunal or interpretation of the Scheme or implementation hereof or in any matter whatsoever connected therewith (including any question or difficulty arising in connection with any deceased or insolvent shareholders, depositors or debenture-holders of the respective companies), or to review the position relating to the satisfaction of various conditions to the Scheme and if necessary, to waive any of those (to the extent permissible under law). (iii) The Transferor Company and the Transferee Company, acting through their respective Boards of Directors, shall be at liberty to withdraw from this Scheme in case any condition or alteration imposed directions given by the Company Court or any other authority is not on terms acceptable to them. (iv) Except as appropriate authorities or for any reason otherwise expressly provided in this Scheme, the Transferor Company and the Transferee Company shall pay their respective costs, expenses, charges, fees, taxes, duties, levies and other incidental expenses arising out of or incurred in connection with the filing, approval and/or implementation of this Scheme. Upon this Scheme becoming effective all costs, expenses, charges, fees, taxes, duties, levies and other incidental expenses arising out of and/or any matters concerning or incurred in connection with the filing, approval and/or implementing of this Scheme (save as expressly otherwise agreed) by the Transferor Company shall be borne solely by the Transferee Company. (v) In the event of any inconsistency between any of the terms and conditions of any earlier arrangement between the Transferor Company and the Transferee Company and their respective shareholders and the terms and conditions of this Scheme, the latter shall prevail. (vi) connected herewith. If any part of this the Scheme is invalid, held invalid or is ruled illegal by the Tribunal or rejected or is unreasonably delayed or not sanctioned by becomes unenforceable for any court of competent jurisdictionreason, or unenforceable whatsoever whether under present or future laws, or not sanctioned or is unreasonably delayed, then it is the intention of the parties Companies that such part in the opinion of the board of any companies, shall be severable from the remainder of this the Scheme and the remaining part of this Scheme shall not be affected thereby, unless the deletion of such part part, in the opinion of Board of either of the companies, shall cause this Scheme to become materially adverse to any party, either of the companies in which case the Transferor Company and the Transferee Company, acting through their respective Boards of Directors, companies shall attempt to bring about a modification in this Scheme, as which will best preserve for the parties, the benefits and obligations of this SchemeScheme for companies, including but not limited to such part, which is invalid, ruled illegal or rejected, or being unreasonably delayed or not sanctioned or is unreasonably delayed by any court of competent jurisdiction, or unenforceable under present or future laws. (vii) Any issue as to whether any asset, liability, employee or litigation pertains to the Financing Undertaking or not shall be decided by the Board of Directors of the Transferee Company either by themselves or through a committee appointed by them in this behalf, and if considered necessary by them, after consultation with the Board of Directors of the Transferor Company, on the basis of evidence that they may deem relevant for the purpose (including the books and records of the Transferor Company).