2.

Corporate structure indicating subsidiaries and shareholding relationship:

Techno Electric has one subsidiary company namely, Simran Wind Project Private Ltd. (Simran) as on date. Simran was become a wholly owned subsidiary in November, 2009. In the year 2011, International Finance Corporation (IFC) had acquired 3.38 % equity stake in Simran as a result of which the status of Simran was changed to subsidiary company. At present, Techno Electric has 96.62% stake in Simran. Simran is engaged in power generation from renewable sources and may be termed as energy division of Techno Electric.

4.

Scheme of Amalgamation Between Techno Electric & Engg. Co. Ltd. And Super Wind Project Ltd.
(Name changed to Techno Electric & Engineering Company Ltd.)

Preamble: Techno Electric & Engg. Co. Limited (TECHNO) which was incorporated in the year 1963 was merged with Super Wind Project Limited with effect from 01.04.2009 (the Appointed Date approved by High Court). Subsequently, Super Wind Project Limited changed its name into Techno Electric & Engineering Company Limited (TEECL) in pursuance of and as envisaged in the Scheme of Amalgamation. The entire business of erstwhile TECHNO was transferred to TEECL and at present are being carried on by TEECL without any discontinuation or interruption.

Objects and Rationale :

TECHNO was a well established engineering, procurement and construction (EPC) contracting company with its focus primarily on the Indian power sector. TECHNO provides engineering, procurement and construction services for Fuel Oil Storage and Handling Systems, Comprehensive Piping systems including Power Cycle Piping, Process Plant installation, Fire Protection Systems, EHV Switchyards, EHV Sub Stations, Power Plant Cabling System, Plant Electrical Distribution System including Plant Earthing Systems and Lightning Protection System and Plant Illumination Systems and such like. TECHNO also possess specific domain knowledge that enables it to serve the Steel, Fertilizer, Metals and

Petrochemicals sectors along with specialized jobs in diversified manufacturing. TEECL is engaged in the business of acquiring and commissioning wind turbine generators (wind mills). The said business of TEECL is on a sound footing. At present the TEECL has a total of 30 wind mills with an aggregate rated power generating capacity of 45 MW. In view, inter alia, of the potential existing in such business of TEECL and as part of an overall strategy for diversification, growth and development in the power sector, TECHNO acquired controlling stake in TEECL from its promoters. The said acquisition marks TECHNOs foray into acquiring and investing in capacity in renewable energy segment of the Indian power sector and is a logical extension of TECHNOs plans for diversification and consolidation in the said sector. As noted above, TECHNO was holding almost the entire share capital of TEECL. Both the Companies were thus under the same management and were also in the same business sector, i.e, power sector. In the circumstances it was considered desirable and expedient to amalgamate TECHNO with TEECL with the resulting amalgamated entity adopting and succeeding to the more established name and goodwill of TECHNO. The amalgamation enabled appropriate consolidation and integration of the operations and activities of TECHNO and TEECL and enabled the merged entity to offer a comprehensive package of solutions from one entity as opposed to multiple entities. The same enabled the merged entity to compete and bid for new projects more competitively and effectively with the combined credentials, experience and track record of both the Companies. The business of the amalgamated entity will be carried on more efficiently and economically as a result, inter alia, of pooling and more effective utilisation of the combined resources of the said companies and substantial reduction in costs and expenses which will be facilitated by and follow the amalgamation. As such the amalgamation of TECHNO with TEECL resulted in the formation of a larger and more profitable and broad based company having greater capacity to raise and access funds for growth and expansion of its business, marketing and selling its products and services and conducting trade on more favourable terms. The amalgamation enabled greater realisation of the potential of the business of TECHNO and TEECL in the merged entity and have beneficial results for the said Companies, their shareholders and all concerned.

Salient Features: Amalgamation of TECHNO Undertaking into TEECL and Change in Name With effect from 01.04.2009 (the Appointed Date), TECHNO stood amalgamated with the TEECL. Accordingly, the Undertaking of TECHNO stood transferred to and vested in TEECL, as a going concern without any further act, deed, matter or thing so as to become on and from the Appointed Date the Undertaking of TEECL. Also, It is expressly provided that in respect of such of the said assets as are movable in nature or otherwise capable of being transferred by manual delivery or by endorsement and delivery, the same transferred by TECHNO and became the property of TEECL accordingly without requiring any deed or instrument of conveyance for the same. All debts, liabilities, duties and obligations of TECHNO also transferred to the TEECL, without any further act or deed, pursuant to the provisions of Section 394 of the Act, so as to become the debts, liabilities, duties and obligations of TEECL. All the employees of TECHNO in service on the Effective Date became the employees of TEECL on the same terms and conditions on which they are engaged by TECHNO without treating it as a break, discontinuance or interruption in service on the said date. Consequent to the amalgamation and upon the Scheme becoming effective, the name of the Transferee Company was changed to "Techno Electric & Engineering Company Limited" on and from 14.07.2010.
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