I.          DEFINITIONS

Act

The Companies Act, 1956 (1 of 1956) and includes any statutory modification or re-enactment thereof for the time being in force

Agencies and Services Undertaking

The demerged company’s undertaking, business, activities and operations pertaining to Trading of textiles & engineering products, Agencies, cold storage plants at Cochin and warehousing comprising all the assets (movable and immovable) and liabilities, which relate thereto or are necessary therefor.

Appointed Date

1st January, 2010

Articles

Articles of Association of the Company

Audit committee

Committee constituted by the Board in compliance with Clause 49 of the Listing Agreement.

Board

Board of Directors of the Company

Certificate of Incorporation

Certificate dated 20th December, 2007 received from the ROC

Certificate for Commencement of Business

Certificate dated 06th February, 2008 received from the ROC

Company

Binny Mills Limited, a public limited company incorporated under the Act.

Demerger

The transfer of the Demerged Undertaking to the Company, in consideration of the issue and allotment of fully paid equity and preference shares by the Company to the shareholders of the Demerged Company in proportion to their respective shareholding in the Demerged Company as set out in Parts IV and VI hereof and in compliance with the provisions of Section 2(19AA) of the IT Act

Demerged Company

Binny Limited

Demerged Undertaking

The Agencies and Services business of Binny Limited, on a going concern basis and shall in relation thereto mean and include (without limitation) (i) All assets through which the Demerged Company carries on its business, activities and operations pertaining to the Agencies and Services Undertaking; (ii) All debts, liabilities, duties and obligations forming part of the Agencies and Services Undertaking as on the commencement of the Appointed Date including without limitation the debts, liabilities, duties and obligations as on the Balance Sheet Date, together with such other debts, liabilities, duties and obligations attributable to the Agencies and Services Undertaking between the Balance Sheet Date and the Appointed Date; (iii) All agreements, rights, contracts, entitlements, permits, licences, approvals, consents, engagements, arrangements and all other privileges and benefits of every kind, nature and description whatsoever relating to the Demerged Company’s business, activities and operations pertaining to Agencies and Services Undertaking; (iv) All intellectual property rights, records, files, papers, data and documents relating to the Demerged Company’s business, activities and operations pertaining to Agencies and Services Undertaking; and (v) All employees engaged in or relating to the Demerged Company’s business, activities and operations pertaining to Agencies and Services Undertaking.


1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45