CMI LIMITED UNSECURED CREDITOR(S) NOTICE CONVENING THE MEETING OF THE UNSECURED CREDITOR(S) OF CMI LIMITED, THE TRANSFEREE COMPANY

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2 CMI LIMITED UNSECURED CREDITOR(S) NOTICE CONVENING THE MEETING OF THE UNSECURED CREDITOR(S) OF CMI LIMITED, THE TRANSFEREE COMPANY Covering: Page No. 1. Notice wi Explanatory Statement ---to 2. Scheme of Amalgamation ---to 3. Declaration of Solvency in Form CAA to

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4 CMI LIMITED CIN L74899DL1967PLC Regd Office : Flat No , 5 Floor, New Delhi House, 27, Barakhamba Road, New Delhi Tel No.: Fax No.: info@cmilimited.in, website : To, The Unsecured Creditor(s) of CMI Limited NOTICE CONVENING THE MEETING OF THE UNSECURED CREDITOR(S) OF CMI LIMITED, THE TRANSFEREE COMPANY st NOTICE IS HEREBY GIVEN at a Meeting of e Unsecured Creditors of e Company will be held on Tuesday, e 21 day of March, 2017 at a.m. at Lajwaab Banquet Hall, Vikas Marg, Delhi for e purpose of considering and if, ought fit, approving, wi or wiout modification, e following business: SPECIAL BUSINESS Item No.1 To consider and if ought fit, to pass wi or wiout modification(s), e following resolution(s) in terms of Section 233 of Companies Act, 2013 ereby according consent to e proposed Scheme of Amalgamation by way of a specified majority: RESOLVED THAT pursuant to e provisions of Section 233 and all oer applicable provisions of e Companies Act, 2013 read wi Rule 25 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and all oer applicable provisions of e said Rules, e proposed Scheme of Amalgamation by and between CMI Energy India Private Limited (Transferor Company) and CMI LIMITED (Transferee Company) wi effect from being e Appointed Date upon and subject to e terms and conditions as contained in e Scheme of Amalgamation be and is hereby approved along wi modifications, if any, as may be considered at e Meeting. RESOLVED FURTHER THAT any one of e s of e Company be and is hereby severally auorized to make such alteration(s), addition(s) or modification(s) in e proposed Scheme of Amalgamation as ey may deem expedient or necessary for satisfying e conditions, if any, imposed by e Hon'ble Regional (Norern Region) or Hon'ble National Company Law Tribunal New Delhi Bench or suggested by e offices of Registrar of Companies NCT of Delhi & Haryana and/or Official Liquidator or any oer regulatory auority in is regard, keeping in view e interest of e Company. nd Date : 22 February, 2017 Place : New Delhi Note: 1) The copies of e following documents as prescribed under Rule 25(3) of The Companies (Compromises, Arrangements And Amalgamations) Rules, 2016 are being circulated along wi is notice and e same formulates an integral part of e notice: PROPOSED SCHEME OF AMALGAMATION; 1.2. DECLARATION OF SOLVENCY IN FORM CAA-10; 1.3. STATEMENT WITH PRESCRIBED DISCLOSURES UNDER RULE 25(3)(a) READ WITH RULE 6(3) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 AS A PART OF EXPLANATORY STATEMENT. 2) AN UNSECURED CREDITOR ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HER/HIM AND THE PROXY NEED NOT BE AN UNSECURED CREDITOR OF THE COMPANY. THE FORM/ INSTRUMENT APPOINTING PROXY SHOULD, HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY AT FLAT NO , NEW DELHI HOUSE, 27 BARAKHAMBA ROAD, NEW DELHI NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING. 3) A proxy form is enclosed herewi. 4) During e period beginning 24 hours before e time fixed for e commencement of e meeting and ending wi e conclusion of e meeting, an unsecured creditor would be entitled to inspect e proxies lodged at any time during e business hours of e Company, provided at not less an ree days of advance notice in writing is given to e Company. 5) Where a body corporate which is an unsecured creditor of e company auorizes any person to act as its representative at e meeting of e unsecured creditors of e company, a copy of e resolution of e Board of (1) For CMI Limited (Amit Jain) Chairman Cum Managing DIN : Address : C-483, Yojna Vihar, New Delhi

5 s or oer governing body of such body corporate auorizing such person to act as its representative at e meeting, and certified to be a true copy by a director, e manager, e secretary, or oer auorised officer of such body corporate shall be lodged wi e company at its registered office not later an 48 hours before e meeting. 6) A Minor shall not be appointed as a Proxy. 7) The proxy of an unsecured creditor, who is blind or incapable of writing may be accepted if such unsecured creditor has attached his signature or mark ereto in e presence of a witness who shall add to his signature his description and address, provided at all insertions in e proxy are in e handwriting of e witness and such witness shall have certified at e foot of e proxy at all such insertions have been made by him at e request and in e presence of e unsecured creditor before he attached his signature or mark. 8) The proxy of an unsecured creditor who does not know English may be accepted if it is executed in e manner given in point no.7 above and e witness certifies at it was explained to e unsecured creditor in e language known to him, and gives e unsecured creditor's name in English below e signature. 9) Unsecured Creditors/Proxies should fill in e Attendance Slip for attending e Meeting and bring eir Attendance Slips. 10) All alterations made in e form of e proxy should be initialed. 11) All e persons attending e Meeting are advised to bring eir original photo identity cards for verification. 12) The Statement pursuant to e provisions of Section 102 of e Companies Act, 2013 in respect of Item No. 1 and Particulars to be disclosed under Rule 25(3)(a) of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 are enclosed herewi and forms an integral part of is Notice. 13) The route map to e venue of e Meeting is enclosed herewi and forms an integral part of e notice and Preet Vihar Metro Station is a prominent location near e venue of e Meeting. 14) The Company has, appointed Mr. Mukul Tyagi, Company Secretary in Practice, as e Scrutinizer (as consented to be appointed as Scrutinizer) for conducting e voting in a fair and transparent manner. 15) The scrutiniser shall open e Polling Box in presence of 2 persons as witnesses after e voting is over and make a scrutiniser's report in Form MGT-13 addressed to e chairman stating erein e total votes cast, valid votes, votes in favour and against e resolution including e details of invalid polling papers and votes comprised erein. EXPLANATORY STATEMENT DISCLOSING DETAILS OF THE SCHEME OF AMALGAMATION Item No.1 nd Date : 22 February, 2017 Place : New Delhi The Transferee Company has recently acquired e entire shareholding of e Transferor Company and furermore bo e companies are engaged in same line of business and erefore in order to consolidate e operations in e Transferee Company as well as eliminate e duplication of various processes it's proposed to amalgamate e Transferor Company by way of e present Scheme of Amalgamation into e Transferee Company. The rationale is furer dealt wi in detail in e proposed Scheme of Amalgamation, a copy of which is enclosed and circulated along wi e present notice and statement. None of e, Managing, Whole Time, Chief Financial Officer, Company Secretary or eir relatives has got any concern or interest wheer financial or oerwise, if any, in respect of Resolution proposed at item No.1. Furer presently e Company has got no Manager. Furer, promoters, directors or manager and all oer key managerial personnel are not interested in any manner in CMI Energy India Private Limited (Transferor Company) as e entire shareholding of e Transferor Company is held by e Company itself. Furer none of e s on e Board of s of Transferor Company are getting any remuneration from e said Company. Furer following are e common directors between e Company and e Transferor Company:- 1. Mr. Amit Jain 2. Mr. Vijay Kumar Gupta 3. Mr. Pyare Lal Khanna 4. Mr. Ramesh Chand The above persons shall cease to be e s of e Transferor Company upon it's dissolution, once e Scheme of Amalgamation becomes effective (2) For CMI Limited (Amit Jain) Chairman Cum Managing DIN : Address : C-483, Yojna Vihar, New Delhi

6 PARTICULARS TO BE DISCLOSED UNDER RULE 25(3)(a) OF COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 S. No Name of e company Corporate Identification Number (CIN) Global Location Number (GLN) Permanent Account Number (PAN) Date of incorporation Type of e company (wheer public or private or one-person company) Registered office address address Details of e Company CMI Limited L74899DL1967PLC N.A. AAACC2156L 22/06/1967 Public Limited Listed Company Flat No , 5 Floor, New Delhi House, 27 Barakhamba Road, New Delhi info@cmilimited.in 9. Summary of main object as per e Memorandum of association; and main business carried on by e company; 1. To carry on in India or elsewhere e business of developing, manufacturing, processing, trading, marketing, importing, exporting and/ or oerwise dealing in all types of wires and cables including power, telecommunications, marine, electrical, instrumentation, co-axial optical fiber, jelly filled, rubber insulated, compensating, XLPE & all oer types of wires and cables. 1A. To refine all kinds of non- ferrous metals and alloys and to manufacture sheets, rods, wires, conductors, strips, etc. of all kinds of nonferrous metal and alloys in India or elsewhere. 2. To carry on in India or elsewhere e business of manufacture of aluminum conductors, aluminum stranded wires, aluminum wires, etc. 3. To carry on business in India or elsewhere of manufacturers and refiners of, and dealers in, all types of non - ferrous metals and alloys and e rolling, drawing and rerolling etc. of sheets, rods, wires, etc. 4. To carry on e business in India or elsewhere of manufacturers and dealers in iron, steel, aluminum, glass, copper, lead, silver, and oer metal pipes, tubes, sheets, rods, squares, plates, coils, seals, wires, ingots, circles and manufacture of bye products and parts in all eir respective branches. 5. To carry on in India or elsewhere e trades or businesses of iron masters, steel makers, steel convertors, rolled steel makers, manufacturers of ferro managese, colliery proprietors, coke manufacturers, miners, smelter, engineers, tinplate makers and iron founders in all eir respective branches and manufacture of all sorts of bars, rods, alloys and oer metals and oer sections, sheets and plates, wires, wire products of iron, steel and oer metals. 6. To make all kinds of goods from iron and steel such as machinery, machine parts, tools and implements of all kinds etc. (3)

7 The Transferee Company has shifted its registered office from C- 483 Yojna Vihar, Delhi to Flat No , 5 Floor, New Delhi House, 27 Barakhamba Road, New Delhi rd w.e.f. 3 December, Apart from above ere is no change in e name, registered office and objects of e company during e last five years. BSE Limited and National Stock Exchange of India Limited The Present Auorized Share Capital of e Company is Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) divided into 2,50,00,000 (Two Crores and Fifty Lacs) Equity Shares of Rs.10/- (Rupees Ten only) each. The Present Issued and Subscribed Share Capital of e Transferee Company is Rs. 14,78,39,570/- (Fourteen Crore Seventy Eight Lakh Thirty Nine Thousand Five Hundred and Seventy only) divided into 1,47,83,957 (One Crore Forty

8 The fact and details of any relationship subsisting between bo e Transferor and Transferee Company The date of e Board Meeting at which e Scheme was approved by e board of directors The name of e directors who voted in favour of e resolution Inter-se relationship between e companies in e present Scheme of Amalgamation The name of e directors who voted against e resolution The name of e directors who did not vote or participate on such resolution CMI Limited { Transferee Company } is holding e 100% paid up share capital of CMI Energy India Private Limited { Transferor Company }, erefore e Transferor Company is Wholly Owned Subsidiary of e Transferee Company. 30 March, 2016 and 16 January, 2017 (Post e Notification of Section 233 of Companies Act, 2013). The Board Resolution was passed unanimously by all e s at e respective Board Meeting(s) as held on 30 March, 2016 and 16 January, 2017 and e names of e s as present and voting affirmatively on e said Scheme of Amalgamation are as follows:- For e Board Meeting dated 30 March, 2016 S. No. Name Designation 1. Mr. Amit Jain Managing 2. Mr. Vijay Kumar Gupta Whole Time 3. Mr. Pyare Lal Khanna 4. Mr. Ramesh Chand 5. Mrs. Archana Bansal For e Board Meeting dated 16 January, 2017 S. No. Name Designation 1. Mr. Amit Jain Chairman cum Managing Mr. Vijay Kumar Gupta Mr. Pyare Lal Khanna Mr. Ramesh Chand Mrs. Archana Bansal Whole Time The proposed Scheme of Amalgamation is by and between CMI Limited { Transferee Company } and CMI Energy India Private Limited { Transferor Company } and CMI Energy India Private Limited is a Wholly Owned Subsidiary of CMI Limited. For e Board Meeting dated 30 March, 2016 : None For e Board Meeting dated 16 January, 2017: None For e Board Meeting dated 30 March, 2016: None For e Board Meeting dated 16 January, 2017 S. No Name Mr. Kishor Punamchand Ostwal Mr. Manoj Bishan Mittal Designation Parties to e Scheme of Amalgamation Appointed Date Effective Date The present Scheme of Amalgamation is by and between CMI Limited { Transferee Company } and CMI Energy India Private Limited { Transferor Company } and CMI Energy India Private Limited is a Wholly Owned Subsidiary of CMI Limited. st 1 March, 2016 As per clause 5 of Part V of e Scheme of Amalgamation e Effective Date shall be e date of e filling of e order of e sanctioning auority wi e office of Registrar of Companies, NCT of Delhi & Haryana by e Transferee Company. (5)

9 Summary of valuation report (if applicable) including basis of valuation and fairness opinion of e registered valuer, if any, and e declaration at e valuation report is available for inspection at e registered office of e company; Details of capital or debt restructuring, if any Rationale for e compromise or arrangement; Benefits of e compromise or arrangement as perceived by e Board of directors to e company, members, creditors and oers (as applicable); Amount due to unsecured creditors Effect of e Scheme of Amalgamation on (a) key managerial personnel; (b) directors; (c) promoters; (d) non-promoter members; (e) depositors; (f) creditors; (g) debenture holders; (h) deposit trustee and debenture trustee; (i) employees of e company: The present Scheme of Amalgamation is by and between a Wholly owned Subsidiary Company and it's Holding Company and hencefor e entire paid up capital of e Transferor Company being e Subsidiary Company shall stand cancelled. Accordingly no valuation report is required to be prepared. Howsoever e Company has obtained a fairness report and e copy of e same shall be available for inspection at e Registered Office of e Company along wi oer documents. The entire paid up capital of e Transferor Company shall stand cancelled upon e Scheme of Amalgamation becoming effective, as e Transferor Company is a wholly owned Subsidiary of e Transferee Company. Apart from e above, no capital or debt restructuring, is proposed in e subject Scheme of Amalgamation. The Transferee Company has recently acquired e entire shareholding of e Transferor Company and furermore bo e companies are engaged in same line of business and erefore in order to consolidate e operations in e Transferee Company as well as eliminate e duplication of various processes it's proposed to amalgamate e Transferor Company by way of e present Scheme of Amalgamation into e Transferee Company. The rationale is furer dealt wi in detail in e proposed Scheme of Amalgamation, a copy of which is enclosed and circulated along wi e present notice and statement. The Board of s of bo e Companies have decided to amalgamate e Transferor Company into Transferee Company post e acquisition of entire shareholding of e Transferor Company in order to consolidate e operations of e Transferee Company as well as eliminate e duplication of various processes. The benefits are furer enumerated and dealt in e proposed Scheme of Amalgamation, a copy of which is enclosed and circulated along wi e present notice and statement. An aggregate of Rs. 93,39,13,314/- is due to e Unsecured Creditors as on being e latest practicable date In e matter of Transferor Company i.e. CMI Energy India Private Limited Board of s and KMP By virtue of e Scheme of Amalgamation e entire Board of s of e Transferor Company shall cease to have any effect and furer all e KMP of e Transferor Company shall be absorbed in e Transferee Company as a regular employee wi continuity of services. Employees Also all oer employees shall be absorbed in e Transferee Company as a regular employee wi continuity of services. Promoters The entire shareholding of e promoters of e Transferor Company (being e Transferee Company itself) shall stand cancelled. (6)

10 Investigation or proceedings, if any, pending against e Company under e Act: Details of approvals, sanctions or no-objection(s), if any, from regulatory or any oer governmental auorities Documents for Inspection: Non-promoter members; depositors; debenture holders; deposit trustee and debenture trustee; The Transferor Company doesn't have any Nonpromoter members; depositors; debenture holders; deposit trustee and debenture trustee. Creditors; The position of e Transferee Company post e amalgamation of e Transferor Company is commercially solvent and hencefor none of e Creditors of e Transferor Company shall be prejudiced by way of e proposed Scheme of Amalgamation and furer no compromise is proposed qua e Creditors of e Transferor Company in e proposed Scheme of Amalgamation. The Scheme of Amalgamation duly deals wi carry forward of e creditors of e Transferor Company in e books of Transferee Company upon e Scheme of Amalgamation becoming effective. Any rights of contest or dispute of e Transferor Company wi respect to any of e Creditors shall also be carried forward and vest wi Transferee Company upon e Scheme of Amalgamation becoming effective. In e matter of Transferee Company i.e. CMI Limited. The present Scheme is not a scheme qua e shareholders / creditors of e Transferee Company and erefore none of e (a) key managerial personnel; (b) directors; (c) promoters; (d) nonpromoter members; (e) depositors; (f) creditors; (g) debenture holders; (h) deposit trustee and debenture trustee; (i) employees of e Transferee Company shall be affected in any manner by e proposed Scheme of Amalgamation. There are no investigations or proceedings which are pending against e Transferor Company as well as Transferee Company under e Companies Act, 2013 and/or Companies Act, The Transferee Company being a listed Company has obtained Observation Letter dated 10 October, 2016 from BSE Limited confirming No Adverse Observation on e proposed Scheme of Amalgamation, whereby all e undertakings of Transferor Company are supposed to be amalgamated wi Transferee Company. The Transferor Company doesn't require any furer approval from any regulatory auority except e approval of e regulatory auorities as prescribed under Section 233 of Companies Act, The following documents are open for inspection, at e Registered Office of e Company during normal business hours (10.00 a.m. to 5.00 p.m.) on all working days except Saturdays and Sundays, up to and including e date of e Meeting of e Unsecured Creditor(s) of e Company and shall also be available for inspection at e venue of e proposed meeting of Unsecured Creditor(s) till e conclusion of e said meeting. (a) (b) Latest audited financial statements of bo e Transferor Company and Transferee Company for e FY 2016 and reviewed standalone as well as consolidated financial results as on and ; Copy of Scheme of Amalgamation; (7)

11 (c) (d) (e) (f) (g) (h) Contracts or Agreements of e Transferor Company, as may be material to e proposes Scheme of Amalgamation; Observation Letter dated 10 October, 2016 from BSE Limited confirming No Adverse Observation ; Fairness Opinion dated obtained from Merchant Banker; The certificate issued by Auditor of e Transferee Company to e effect at e accounting treatment, if any, proposed in e Scheme of Compromise or Arrangement is in conformity wi e Accounting Standards prescribed under Section 133 of e Companies Act, 2013; and Net-wor certificate of e Transferee Company pre and post amalgamation ereby confirming at e net-wor of e Transferee Company is positive after consideration of e proposed Scheme of Amalgamation and hencefor e proposed Scheme of Amalgamation shall not prejudice e promoters; non-promoter members; lenders; creditors; employees of e Transferee Company after e same becomes effective. Letter from e office of Registrar of Companies, NCT of Delhi and Haryana having reference no. Comp/ROC/SB/2017/17977 dated The information as submitted above and documents as available for inspection are sufficient and relevant for e respective shareholders/lenders/creditors for making eir decision for or against e proposed Scheme of Amalgamation. The Unsecured Creditors to whom is notice is sent may vote in e meeting eier in person or by proxies. The Company has duly served an advance copy of e Scheme of Amalgamation under Form CAA-9 before e offices of Registrar of Companies, NCT of Delhi & Haryana as well as Official Liquidator on (in electronic mode ONLY before e office of Registrar of Companies NCT of Delhi & Haryana) and on (in physical mode before bo e offices) in terms of Rule 25(1) of Companies (Compromises, Arrangements and Amalgamations) Rules, In response to e same e Company has received a Letter having reference no. Comp/ROC/SB/2017/17977 dated from Registrar of Companies, NCT of Delhi and Haryana wi e following suggestion: The combined auorized capital post amalgamation clause shall be in accordance wi section 233(11) of e Companies Act, The same may be incorporated in clause Part-V (1)(i) of e scheme. The said suggestion has been duly incorporated in e Scheme of Amalgamation being circulated along wi e present Notice. Furermore, certain factual modification have been carried out in e Scheme of Amalgamation in order to allow migration of Scheme of Amalgamation from e provisions of Section of e old Companies Act, 1956 to e provisions of Section 233 of e new Companies Act, In order to incorporate any oer suggestion and any oer changes in e draft Scheme of Amalgamation, a suitable amendment motion may be moved at e proposed Meeting of Unsecured Creditor(s) of e Company. Apart from e above mentioned suggestion, e Company has not received any adverse remark/observation/suggestions from e office of Registrar of Companies, NCT of Delhi and Haryana. As stated in Point No.31 above is Letter shall also be placed for inspection of e Unsecured Creditor(s) of e Company at e Registered Office of e Company and also at e venue of e Meeting. The Company has not received any adverse remark/observation/suggestions from e office of Official Liquidator. Furermore e Company has also filed eir Declaration of Solvency in Form CAA-10 before e office of Registrar of Companies NCT of Delhi & Haryana in electronic mode rough E-Form GNL-1 having SRN G dated The Company has disclosed all e related information and to e best of understanding of e Board of s no oer information and facts are required to be disclosed at may enable Unsecured Creditor(s) to understand e meaning, scope and implications of e items of business and to take decision ereon. The Board recommends e above Resolution for approval of e Unsecured Creditor(s). For CMI Limited nd Date : 22 February, 2017 Place : New Delhi (Amit Jain) Chairman Cum Managing DIN : Address : C-483, Yojna Vihar, New Delhi (8)

12 13. Route Map for Venue of Extra-ordinary General Mee ng. GREEN INITIATIVE: The Ministry of Company Affairs (MCA) has taken e Green Ini a ve in Corporate Governance (Circular No. 17/2011 dated April 2011 and Circular No. 18/2011 dated 20 April, 2011) along wi paperless compliance by companies rough electronic mode. Keeping in view underlying eme and circular issued by MCA, e Company proposes to send all documents to be sent to shareholders like General Mee ng No ce, Annual Report including Audited Financial Statements, Report, Auditor Report etc. to our shareholders in electronic form, to e address provided by em and made available to e Company by e Depositories. Please also note at you will be en tled to be furnished free of cost, wi a copy of e Annual Report of e Company and all oer documents required by law to be a ached ereto, upon receipt of a requisi on from you, any me. As a member of e Company, such a requisi on may be sent to e Registered Office of e Company addressed to e Company Secretary. (9)

13 INTENTIONALLY LEFT BLANK (10)

14 SCHEME OF AMALGAMATION BETWEEN CMI Energy India Private Limited Transferor Company AND CMI Limited Transferee Company (11)

15 INDEX Part I A. Definitions Part II B. The Scheme Capital Structure of Transferor and Transferee Company Part III Transfer of Transferred Undertaking of Transferor Part IV Part V Schedule-I Schedule-II Schedule-III Schedule -IV Schedule -V Company Payment of consideration / issue of shares General Terms and Conditions Illustrative (and not exhaustive) descriptive list of e Transferred Undertakings of e Transferor Compa ny Illustrative (and not exhaustive) descriptive list of licenses, approvals, permissions, consents, registrations and certifications, rights, entitlements, agreements etc. of e Transferor Company Illustrative (but not exhaustive) descriptive list of all immovable assets including any oer title, interest or right in such immovable assets, of e Transferor Company Illustrative (and not exhaustive) list of all investments comprised in e Transferor Company Illustrative (and not exhaustive) list of all proprietary rights of Transferor Company including copyrights, patents, trade marks, designs, drawings, technical know how, technical data, computer software comprised in e Transferor Company Schedule VI Description of SONEPAT LAND including any oer title, interest, entitlement or right in said SONEPAT LAND e Transferor Company of (12)

16 A. Definitions PART- I In is Scheme unless repugnant to e meaning or context ereof, e following expressions shall have e meaning as given to em below:- (i) (ii) (iii) (iv) (v) (vi) Acts means e Companies Act, 1956 as well as Companies Act, 2013 and rules and regulations framed ereunder including any statutory modifications or re-enactment or amendments ereof for e time being in force. st Appointed Date means 1 March, 2016 or such oer date as may be proposed and approved by e 1 Hon'ble Regional (Norern Region) or Hon'ble National Company Law Tribunal (as e case may be) or as may be directed by e Hon'ble Regional (Norern Region) or Hon'ble National Company Law Tribunal. 1 Substitution of expression Hon'ble High Court wi Hon'ble Regional (Norern Region) or Hon'ble National Company Law Tribunal post notification of e provisions of Section 233 of Companies Act, 2013 Effective Date means e date on which e last of e approvals/ events specified in Clause 5 of Part V of e Scheme are obtained/ have occurred. The words Scheme becoming effective or similar words in e Scheme shall be construed accordingly. Transferor Company or CMIEIPL means CMI Energy India Private Limited, a Company incorporated under e Companies Act, 1956 and presently having its Registered Office at , New Delhi House, 27 Barakhamba Road, New Delhi Transferee Company or CMI means CMI Limited, a Company incorporated under e Companies Act 1956 and having its Registered Office at Flat No , 5 Floor, New Delhi House, 27 Barakhamba Road, New Delhi Transferred Undertakings of Transferor Company means and include all of e undertakings of Transferor Company including ose illustratively listed out and marked in Schedule I hereto: - (a) (b) (c) (d) (e) (f) (g) (h) (i) all e present and future assets including freehold and/ or leasehold assets and movable assets togeer wi all investments, cash and bank balances, all present and future liabilities and debts and undertakings of e Transferor Company, as per e records of Transferor Company; All licenses, approvals, permissions, consents, registrations, registrations wi customers, prequalifications, experience and credentials, benefits and certifications, rights, entitlements, municipal permissions, pending orders, business under procurement, agreements, subsidies, grants, concessions and all oer rights and facilities of every kind, nature and description whatsoever of Transferor Company including ose illustratively listed out and marked in Schedule II hereto; All application monies, advance monies, earnest monies and/or security deposits paid, payments against oer entitlements of e Transferor Company; All e debts, liabilities, duties, responsibilities and obligations of Transferor Company; All present and future immovable assets including all freehold, leasehold and any oer title, interest or right in such immovable assets, of e Transferor Company as per e records of e Transferor Company including ose illustratively listed out and marked in Schedule III hereto; All present and future investments including long term, short term, quoted, unquoted investments in different instruments including shares, debentures, units, warrants, bonds etc. as per e records of e Transferor Company including ose illustratively listed out and marked in Schedule IV; All present and future proprietary, intellectual / incorporeal assets across e world, including all copyrights, patents, trade marks, designs, drawings, technical know how, technical data, computer software, of e Transferor Company including ose illustratively listed out and marked in Schedule - V; All e past, present and future rights as pertaining to Sonepat Land (as defined hereinafter) and as vested wi e Transferor Company and as illustratively listed out and marked in Schedule VI, which has been acquired by e concerned Government Auorities All oer rights, title, interests, oer benefits (including tax benefits) tax holiday benefit, incentives (including but not limited to tax credits under e indirect taxes {i.e. ITC, CENVAT, etc.} and foreign trade related incentives), credits (including tax credits), Minimum Alternate Tax Credit entitlement (MAT Credit), tax losses, easements, privileges, liberties and advantages of whatsoever nature and wheresoever situate belonging to or in e ownership, power, possession, or control of or vested in or granted in favour of or held or enjoyed by e Transferor Company or in connection wi or relating to e Transferor Company. (13)

17 (vii) (viii) B. Scheme means is Scheme of Amalgamation as set out herein and approved by e Board of s of e Transferor Company and e Transferee Company however subject to such modifications as e 2 Hon'ble Regional (Norern Region) or Hon'ble National Company Law Tribunal may impose or e Transferor Company may prefer and e Hon'ble Regional (Norern Region) or Hon'ble National Company Law Tribunal may approve. 2 Substitution of expression Hon'ble High Court wi Hon'ble Regional (Norern Region) or Hon'ble National Company Law Tribunal post notification of e provisions of Section 233 of Companies Act, 2013 Sonepat Land means land parcel admeasuring 47 Kanal 1 Marla located at Khewat No. 80/74, Khatoni No.148, Rect. No. 21, Kila No. 9/1 (2-16), 12/1(5-0), 19(8-0), 22(7-11), admeasuring 23 Kanal 7 Marla; Khewat No. 85/83, Khatoni No.153, Rect. No. 21, Kila No. 12/2 (3-0), 13(6-4), 14(0-6), 18(8-0) admeasuring 17 Kanal 10 Marla and Khewat No. 90/85, Khatoni No. 161, Rect. No. 21, Kila No. 20/2(6-4), admeasuring 6 Kanal 4 Marla, situated at village Bad Malik, Tehsil and District Sonepat, Haryana. THE SCHEME Transferee Company CMI Limited CMI Limited (e Transferee Company herein) was incorporated under e name and style Choudhari Metal nd Industries Private Limited on 22 day of June, 1967 under e Companies Act, 1956 before e office of e Registrar of Companies, NCT of Delhi and Haryana. Thereafter e Transferee Company changed it's name to CMI Private Limited which was approved by e office of Registrar of Companies, Delhi and Haryana vide a fresh certificate of Incorporation issued consequent on change of name on 7 November, Thereafter e Company was converted into a deemed public limited company under e provisions of Sec 43A of Companies Act, 1956 on Subsequently, at an Extra Ordinary General Meeting held on e Company changed it's Articles of Association by deleting e restrictions as prescribed under Sec 3(1)(iii) of Act and became a Public Limited Company under Sec 3(1)(iv) of e Companies Act, The Corporate Identity Number (CIN) of e Transferee Company is L74899DL1985PLC In April 1993 e Company came out wi it's Initial Public Offer (IPO) and was initially listed on Delhi Stock Exchange, Ahmedabad Stock Exchange and BSE Limited (BSE). Presently e Transferee Company is listed on BSE and Delhi Stock Exchange and is engaged in e business of manufacturing of High Tension Power Cables, Control Cables, Instrumentation Cables, Jelly Filled Telecom Cables and many oer specialty cables including Railway Signaling & Power Cables, Cables for Refineries, Cables for ISRO, etc. Transferor Company CMI Energy India Private Limited CMI Energy India Private Limited ( e Transferor Company ) was incorporated on 19 August, 2006 under e name and style of Navratna Energy Cable Private Limited under e Companies Act, 1956 wi e office of e Registrar of Companies, NCT of Delhi and Haryana. Thereafter e Transferor Company changed its name to Plaza General Cable Energy Private Limited which was approved by e office of Registrar of Companies, NCT of Delhi and Haryana vide a fresh Certificate of Incorporation issued consequent on change of name on 5 July, After at e Company again changed its name to General Cable Energy India Private Limited which was subsequently approved by e Registrar of Companies, NCT of Delhi and Haryana vide a fresh certificate of Incorporation consequent on change of name on 17 July, Thereafter again e name of Company has been changed to CMI Energy India Private Limited which was approved by e Registrar of Companies, NCT of Delhi and Haryana vide a fresh certificate of Incorporation issued consequent on change of name on 9 March, The CIN of e Transferor Company is U31300DL2006FTC The Transferor Company has been carrying on e business of manufacturing, trading, marketing and selling of LV XLPE power & control cables, entire range of fire performance cables, specially instrumentation cables, MV cables up to 33KV, HV cables up to 132KV and slowly extend to working voltages up to 220KV, oer specialty cables & high ampacity bare aerial conductors. AMALGAMATION OF TRANSFERRED UNDERTAKINGS OF TRANSFEROR COMPANY WITH TRANSFEREE COMPANY Transferor Company manufactures LV XLPE power & control cables, entire range of fire performance cables, specially instrumentation cables, MV cables up to 33KV, HV cables up to 132KV and slowly extend to working voltages up to 220KV, oer specialty cables & high ampacity bare aerial conductors. On 29 February, 2016 e Transferee Company acquired 100% Equity Share Capital of Transferor Company i.e. 1,25,31,623 (One Crore Twenty Five Lacs Thirty One Thousand Six Hundred and Twenty Three) Equity Shares of Rs.100/- each and as a result presently, e Transferor Company is a 100% subsidiary of e Transferee Company. Hence for effective management and unified control of operations, improvement in e financial structure and better cash flow management of e merged entity as well as to avoid unnecessary duplication of various corporate functions, it is desirable to merge and amalgamate all e Transferred Undertakings of Transferor Company into e Transferee Company. (14)

18 The amalgamation of all Transferred Undertakings of Transferor Company into e Transferee Company shall substantially reduce duplication of administrative responsibility and multiplicity of records and legal and regulatory compliances. PART II SHARE CAPITAL The capital structure of e Transferor Company and e Transferee Company is as under: - The capital structure of e Transferor Company as at was as follows: Share Capital As on (Amount in Rs.) Auorized Share Capital 1,50,00,000 Equity Shares of Rs.100/- each 1,50,00,00,000 Issued, Subscribed and Paid up Share Capital 1,13,81,623 Equity Shares of Rs.100/- each fully paid up 1,13,81,62,300 st After 31 March, 2015, e Transferor Company has allotted 11,50,000 Equity Shares of Rs.100/- each to e en existing shareholders of e Company on 18 February, 2016 in proportion to eir existing shareholding. Thereafter all e existing Equity Shares of e Transferor Company have been transferred to e Transferee Company and hence presently e Transferor Company is a 100% Subsidiary of e Transferee Company. The capital structure of e Transferee Company as at was as follows: Share Capital As on (Amount in Rs.) Auorized Share Capital 2,50,00,000 Equity Shares of Rs.10/- each 25,00,00,000 Issued, Subscribed and Paid up 1,14,51,807 Equity Shares of Rs.10/- each fully paid up 11,45,18,070 Add: Amount originally paid on forfeited shares 32,500 Total paid up capital as on The Transferee Company has forfeited 6,500 Equity Shares of Rs.10/- on which Rs.5/- has been paid up and e balance Rs.5/- had not been paid on The value (amount paid) of e forfeited Equity Shares in e books of e Transferee Company is Rs.32,500/- st After 31 March, 2015, e Transferee Company has allotted 19,25,650 Equity Shares of Rs.10/- each on preferential allotment basis on and 700,000 Equity Shares of Rs.10/- each upon conversion on warrants on Furer, e Company had allotted 700,000 Warrants to e Promoter Group on , which are pending for conversion. The present paid up capital of e Company, post conversion of e warrants on is Rs.14,07,74,570/- {Rupees Fourteen Crore Seven Lacs Seventy Four Thousand Five Hundred and Seventy only}. IN CONSIDERATION OF THE RECIPROCAL PROMISES AND THE AMALGAMATION, THE TRANSFEROR COMPANY, AND ITS SHAREHOLDERS AND CREDITORS AND THE TRANSFEREE COMPANY HAVE PROPOSED THE SCHEME OF AMALAGAMATION AS SET OUT IN PARTS III TO V BELOW. PART III TRANSFER OF TRANSFERRED UNDERTAKINGS OF TRANSFEROR COMPANY DISSOLUTION WITHOUT WINDING-UP 1. (a) On e Scheme becoming effective, wi effect from e Appointed Date, e Transferor Company shall dissolve wiout winding-up and merge wi e Transferee Company and all of e assets, investments, licenses, rights, title and interests comprised in e Transferred Undertakings of Transferor Company shall 3 pursuant to Section 233 of e Companies Act, 2013 and wiout any furer act or deed be transferred to and vested in or deemed to have been transferred to and vested in e Transferee Company so as to become as and from e Appointed Date, e estate, assets, license, rights, title and interest of e Transferee Company subject to Clause 5, Part V of e Scheme. 3 Substituted e erstwhile provisions of e Companies Act, 1956 wi applicable provisions of e Companies Act, 2013 (15)

19 ASSETS (b) In respect of such of e assets of e Transferred Undertakings of Transferor Company as are movable in nature or incorporeal property or are oerwise capable of transfer by manual delivery or by endorsement and delivery, or transfer by vesting and recordal pursuant to is Scheme, e same on e Scheme becoming effective shall stand transferred and vested wi effect from e Appointed Date and shall become e property of e Transferee Company. (c) The Transferor Company acquired and owned Sonepat Land, which has been subsequently acquired by e concerned government auorities. Thereafter, Transferor Company has contested, challenged e compensation amount as well as acquisition of e said land, hencefor e Transferor Company is presently vested wi various rights pertaining to said Sonepat Land in terms of e concerned laws and regulations as related or consequential to compulsory acquisition of e said land. Accordingly, upon e Scheme becoming effective all such rights as are vested wi e Transferor Company in relation to Sonepat Land shall stand vested wi e Transferee Company wiout any furer act or deed and wi effect from e date of inception of such respective rights. It shall be deemed at e ALL said rights as pertaining to Sonepat Land have arisen and vested in e hands of e Transferee Company from eir respective initial date of arising or vesting of such rights. LICENCES 2. (a) Upon e Scheme becoming effective all permits, registrations, approvals, consents, statutory licences, licences to set-up and operate any business worldwide, quotas, rights, entitlements, any oer licenses including ose relating to trademarks, tenancies, patents, copy rights, privileges, powers, facilities of every kind and description of whatsoever nature in relation to e Transferor Company including ose illustratively listed out in Schedule - II hereto, to which e Transferor Company is a party or to e benefit of which e Transferor Company may be eligible and which are subsisting or having effect immediately before e Effective Date, shall be & remain in full force and effect in favour of or against e Transferee Company, as e case may be, and may be enforced as fully and effectually as if, instead of e Transferor Company e Transferee Company had been a party or beneficiary or obligee ereto, at all times. AGREEMENTS, CONTRACTS, ETC. (b) Upon e Scheme becoming effective and subject to e provisions of is Scheme, all contracts, agreements, arrangements and oer instruments of whatsoever nature in relation to e Transferred Undertaking to which e Transferor Company is a party or to e benefit of which e Transferor Company may be eligible, and which are subsisting or have effect immediately before e Effective Date, shall be in full force and effect against or in favour of e Transferee Company and may be enforced as fully and effectually as if, instead of e Transferor Company e Transferee Company had been a party or beneficiary or obligee ereto. (c) Any inter se contracts between e Transferor Company and e Transferee Company shall stand merged 4 and vest in e Transferee Company upon e registration of e Scheme and upon e Scheme becoming effective. Any statutory licenses, auorizations, statutory rights, permissions, approvals, Sales Tax, Service Tax, Excise, Provident Fund, ESI, DGFT, Reserve Bank of India, Importer-Exporter Code etc. or oer registrations, no-objection certificates or consents to carry on e operations in e Transferred Undertakings of Transferor Company shall stand transferred and vested in e Transferee Company wiout any furer act or deed, and shall be appropriately mutated by e statutory auorities concerned erewi in favour of e Transferee Company upon e vesting and transfer of e Transferred Undertakings of Transferor Company pursuant to is Scheme so as to empower and facilitate e continuation of operations of e Transferred Undertakings of Transferor Company in e Transferee Company smooly and wiout any let or hindrance from e Appointed Date. 4 The expression sanction substituted by expression registration in consonance wi e provision of e Companies Act, 2013 OBLIGATIONS AND LIABILITIES 3. (a) All liabilities and obligations including e securities created and ose arising out of any guarantees executed by Transferor Company will stand transferred and vested in e Transferee Company as part of e continuing contractual obligations vested in e Transferee Company. (b) Upon e Scheme becoming effective, e debts including e securities created, advances, liabilities and obligations of e Transferor Company shall, wiout any furer act or deed be and stand transferred to e Transferee Company and shall become e debts, liabilities and obligations of e Transferee Company which it undertakes to meet, discharge and satisfy. (c) The Transferred Undertaking of e Transferor Company borrowed/ availed/ got sanctioned Secured Loans, which have been secured by creating charge/ mortgage/ lien/ hypoecation on different asset(s) of e Transferred Undertaking of Transferor Company. Upon e Scheme becoming effective all e Secured Loans (bo fund based and non - fund based) as borrowed/ availed/ sanctioned as on e Effective Date shall (16)

20 (d) (e) (f) wiout any furer act or deed stand transferred to e Transferee Company and all e securities so created by e Transferor Company on e various assets of e Transferred Undertaking shall continue on e same assets as are transferred/ vested in e Transferee Company and in e name of respective Bank/ Financial Institution/ Non-Banking Finance Company, as if originally created by e Transferee Company. All e relevant Charges on e assets of e Transferred Undertaking of Transferor Company wi e office of Registrar of Companies, National Capital Territory of Delhi and Haryana shall stand transferred in e name of Transferee Company. The office of Registrar of Companies, National Capital Territory of Delhi and Haryana shall transfer all e relevant Charge ID's, as identified by e Transferor Company, in e name of Transferee Company upon e Scheme becoming effective. Furer, e Transferee Company has availed Secured Loan by creating charge/ mortgage/ lien on e fixed assets of e Transferred Undertaking of e Transferor Company and also by way of pledge of Equity Shares of e Transferor Company. Upon e Scheme becoming effective, e relevant Charge on e fixed assets of e Transferred Undertaking of Transferor Company wi e office of Registrar of Companies, NCT of Delhi and Haryana shall stand transferred in e name of Transferee Company. The office of Registrar of Companies, NCT of Delhi and Haryana shall transfer e relevant Charge ID, as identified by e Transferor Company, in e name of Transferee Company. Furer, charge created on e Equity Shares of e Transferor Company shall stand cancelled as e Equity Shares of e Transferor Company will be no longer in existence. The Transferee Company may mutually settle e fresh security terms wi respective lenders of e secured loan upon e Scheme becoming effective. The Transferee Company has disbursed loan & oer amounts to e Transferor Company and same shall stand cancelled upon e Scheme becoming effective. Upon e coming into effect of is Scheme, to e extent at ere are inter-company loans, advances, deposits, balances and/or oer obligations as between e Transferor Company and e Transferee Company, e same shall stand cancelled wiout any furer act or deed and corresponding effect shall be given in e books of account and records of e Transferee Company for e reduction of any assets or liabilities as e case may be and ere would be no accrual of interest or any oer charges in respect of such inter-company loans, advances, deposits or balances, wi effect from e Appointed Date. LEGAL PROCEEDINGS (g) Wi effect from e Appointed Date and upto and including e Effective Date, all legal or oer proceedings by or against Transferor Company under any statute, or oerwise wheer pending on e Appointed Date or which may be instituted in future in respect of any matter arising before e Effective Date shall be continued and enforced by or against Transferee Company after e Effective Date. 4. Wi effect from e Appointed Date and upto and including e Effective Date: CONDUCT OF BUSINESS (i) (ii) Transferor Company shall be deemed to have been carrying on all operations and activities relating to e Transferred Undertakings of Transferor Company on behalf of Transferee Company and stand possessed of e properties so to be transferred for and on account of and in trust for Transferee Company; and all profits accruing to Transferor Company (including taxes, if any, ereon) or losses arising or incurred by it relating to e Transferred Undertakings of e Transferor Company shall for all purposes, be treated as e profits or taxes or losses as e case may be of Transferee Company. 5. The transfer and vesting of e assets/ investments and liabilities of e Transferred Undertakings of Transferor Company to e Transferee Company and e continuance of any proceedings by or against e Transferee Company hereof shall not affect any transaction or proceedings already completed by e Transferor Company on and from e Appointed Date to e end and intent at e Transferee Company accepts all acts, deeds and ings done and executed by and/or on behalf of e Transferor Company as acts, deeds and ings done and executed by and on behalf of e Transferee Company. For e consolidation of e accounts of Transferor Company wi e Transferee Company after e Scheme becoming effective e opening balances under various heads of assets and liabilities of e Transferor Company, as on Appointed Date shall be considered by e Transferee Company. TRANSFER OF EMPLOYEES AND WORKMEN 6. (a) All employees of e Transferor Company, if any, as on e Effective Date, shall as from such date, become employees of e Transferee Company wi e benefit of continuity of service on same terms and conditions being not unfavorable wi e terms and conditions applicable to such employees and wiout any breach or interruption of service. In regard to Provident Fund, Gratuity Fund, Superannuation fund or any oer special fund created or existing for e benefit of such employees of e Transferor Company, upon e Scheme becoming effective, e Transferee Company shall stand substituted for e Transferor Company for all purposes whatsoever relating to e obligation to make contributions to e said funds in accordance wi e provisions of such schemes or funds, and applicable acts in e respective Trust Deeds or oer documents. (17)

21 (b) (c) VEHICLES It is e aim and intent of e Scheme at all e rights, duties, powers and obligations of e Transferor Company in relation to such schemes or funds shall become ose of e Transferee Company. It is clarified at e services of e employees of e Transferor Company will be treated as having been continuous for e purpose of e aforesaid schemes, fund, Trusts etc. In e event at e Trustees are constituted as holders of any securities, Trust funds or Trust monies, in relation to any Provident Fund Trust, Gratuity Trust or Superannuation Trust of e Transferor Company, such funds shall be transferred by such Trustees of e Trusts of e Transferor Company to Trusts managed by e Trustees of e Transferee Company set up for e same purpose and object and shall be deemed to be a transfer of trust property from one set of Trustees to anoer set of Trustees in accordance wi e provisions of e relevant labour laws, Indian Trust Act, and e Indian Income Tax Act 1961 and relevant Stamp Legislations as applicable. Appropriate Deeds of Trusts and/or documents for transfer of Trust properties 5 shall be simultaneously executed upon e registration of e Scheme in accordance wi e terms hereof by e Trustees of such Trusts in favour of e Trusts of e Transferee Company so as to continue e benefits of e employees. The Provident Fund Trust, Gratuity Trust or Superannuation Trusts of e Transferor Company shall continue to hold such securities, Trust Funds and/or Trust monies as hierto fore, till such time as e transfer to e Trustees of e Transferee Company Employees Trusts is made. 5 The expression sanction substituted by expression registration in consonance wi e provision of e Companies Act, 2013 The Transferee Company undertakes to continue to abide by any agreement(s)/settlement(s) entered into by e Transferor Company wi employees of e Transferred Undertakings of e Transferor Company. The Transferee Company agrees at for e purpose of payment of any retrenchment, compensation, gratuity and oer terminal benefits, e past services of such employees wi e Transferor Company shall also be taken into account, and agrees and undertakes to pay e same as and when payable. 7. Upon e Scheme becoming effective, all motor vehicles of any nature whatsoever comprised in or relatable to e Transferred Undertakings of Transferor Company shall vest in e Transferee Company and e appropriate Governmental and registration auorities shall mutate and register e said vehicles in e name of e Transferee Company as if e vehicles had originally been registered in e name of e Transferee Company wiout levying or imposing any fees, charges, taxes or levy whatsoever. TAXES, DUTIES, CREDITS, ETC. 8. In accordance wi e Modvat/ Cenvat Rules framed under e Central Excise Act, 1944, or e Service Tax Credit Rules framed under e Finance Act, 1994 or any oer enactment, rules or provisions in is regard, as are prevalent at e time of e Scheme becoming effective, e unutilised credits relating to excise duties paid on inputs/capital goods lying to e account of e Transferred Undertakings of Transferor Company in e registers / records as well as e unutilised credits relating to service tax paid on input services consumed by e Transferor Company shall be permitted to be transferred to e credit of e Transferee Company, as if, all such Modvat/ Cenvat/ service tax credits were lying in e registers / records of e Transferee Company. The Transferee Company shall be entitled to set off all such unutilised Modvat/ Cenvat/ Service Tax credits, as aforesaid, against e excise duty / service tax payable by it and furer Transferee Company is entitled to file any refund claims for taxes paid by Transferor Company on e interse sales of any assets from e appointed date and from e appointed date all such interse sale of assets shall be deemed to be a transfer by virtue of amalgamation. The Transferor Company has got two manufacturing units at same location at Village Bhatauli Khurd, Pargana Dharampur, Tehsil Nalagarh, Distt Solan (HP) which are eligible for, amongst oers, following tax and oer benefits:-. The Manufacturing Unit I of Transferor Company is entitled to CST exemption by way of levy of subsidised CST rate of st 1.50% instead of 2.00% till , vide Notification No.EXN-F(5)-6/2006-Vol.I dated 01 April, The Manufacturing Unit II of Transferor Company is entitled to exemption from complete excise duty vide Central Excise Notification No. 49/2003-CE and 50/2003-CE, bo dated June 10, Unit-II is also entitled to CST exemption by way of levy of subsidised CST rate of 1.50% instead of 2.00% till , vide Notification No.EXNst F(5)-6/2006-Vol.I dated 01 April, Upon e Scheme becoming effective, all e above benefits, including any oer benefits to which e Transferor Company is entitled or may be entitled, wheer availed of or to be availed of, shall stand vested wi e Transferee Company for eir remainder period after e Appointed Date, wiout any furer act or deed and all e respective government auorities shall extend full co-operation in order to allow e Transferee Company for effectively utilizing and enjoying e above said benefit(s) after e Scheme becoming effective. Similarly upon e Scheme becoming effective, all e unutilised credits of Custom Duties including CVD, if any standing in e books and paid by Transferor Company shall be carried forward to e books of Transferee Company and e Transferee Company shall be entitled to set off all such unutilised credit of Custom Duty including CVD against any statutory duty or levy including Output Service Tax payable by it. Upon e Scheme becoming effective, all e unutilised Value Added Tax credits standing in e books of Transferor Company shall be carried forward to e books of Transferee Company and e Transferee Company shall be entitled to set off all such unutilised Value Added Tax Credits against e Value Added Tax/ Output Service Tax payable by it or (18)

22 may claim refund of such unutilised credits of Value Added Tax in terms of prescribed VAT Rules and furer Transferee Company is entitled to file any refund claims for taxes paid by Transferor Company on e interse sales of any assets from e Appointed Date and from e Appointed Date all such inter-se sale of assets shall be deemed to be a transfer by virtue of amalgamation. Similarly upon e Scheme becoming effective, all e advance/ surplus payments of Entry Tax, if any standing in e books and paid by Transferor Company shall stand carried forward to e books of Transferee Company wiout any furer act or deed and e Transferee Company shall be entitled to set off all such advance/ surplus payments of Entry Tax against any statutory duty or levy payable by it. 9. The Transferor Company is entitled to various benefits such as Freight Subsidy, Capital Investment Subsidy, etc. under incentive schemes, statutes and policies relating to e Transferred Undertakings of Transferor Company and pursuant to is Scheme it is declared at e benefits under all of such incentive schemes, statutes and policies shall be transferred to and vested in e Transferee Company. 10. The Transferor Company is entitled to various benefits under vendor approvals, registrations wi customers, prequalifications from various clients, experience and credentials, enabling e Transferor Company to do business wi such clients pursuant to such vendor approvals etc. and pursuant to is Scheme it is declared at e benefits under vendor approvals/ customer registrations/ pre-qualifications/ credentials from various clients enabling e Transferor Company to do business wi such clients pursuant to such Vendor Approvals etc. shall stand and be transferred to and vested in e Transferee Company as if all such Vendor Approvals etc. were in fact issued/given to e Transferee Company instead of e Transferor Company by such clients. 11. The Transferor Company is entitled to various benefits such as deduction under section 80IC, carry forward and setoff of Accumulated Losses & Unabsorbed Depreciation, etc. under direct tax laws including Income Tax Act, 1961, incentive schemes and policies, relating to e direct taxes for e benefit of e Transferred Undertakings of Transferor Company and pursuant to is Scheme it is declared at e benefits under all such direct tax laws including Income Tax Act, 1961 or such incentive schemes and policies shall be transferred to and vested in e Transferee Company, as if e Transferee Company was originally entitled for e same, to e extent permitted under e Income Tax Act, It is furer declared at all e tax losses pertaining to e activities of e Transferor Company upto e Appointed Date will be transferred to e Transferee Company. 12. Wiout prejudice to e generality of e above, all benefits, incentives, losses (including but not limited to book losses, tax losses), book unabsorbed depreciation, tax unabsorbed depreciation, credits (including, wiout limitation income tax, minimum alternate tax, tax deducted at source, weal tax, service tax, excise duty, central sales tax, applicable state value added tax, custom duty drawback, etc.) to which e Transferor Company is entitled to in terms of applicable laws, shall be available to and vest in e Transferee Company, upon e Scheme coming into effect. 13. The Transferor Company continuously keeps on taking various kinds of insurance policies in it's ordinary course of business. Upon e Scheme becoming effective all such insurance policies as outstanding and availed by e Transferor Company as on e Effective Date shall stand transferred and vested in favor of Transferee Company, wi continuity of all rights and benefits, as if originally availed and taken by Transferee Company. Accordingly e respective Insurance Companies which have issued such insurance policies in favor of e Transferor Company, shall 6 7 immediately on presentation of a copy of e Scheme as registered by e Hon'ble Regional (Norern Region) or National Company Law Tribunal (as e case may be), by e Transferee Company shall endorse and transfer such policies in favor of Transferee Company. 6 The expression sanctioned substituted by expression registered in consonance wi e provision of e Companies Act, Substitution of expression Hon'ble High Court wi Hon'ble Regional (Norern Region) post notification of e provisions of Section 233 of Companies Act, 2013 PART IV PAYMENT OF CONSIDERATION / ISSUE OF SHARES 1. The Transferor Company is a 100% subsidiary of e Transferee Company and hence e entire paid up share capital of Transferor Company i.e. 1,25,31,623 equity shares of e face value of Rs.100/- each aggregating to Rs.1,25,31,62,300/- are held by e Transferee Company in e Transferor Company. Since e provisions of e Act do not permit a Company to hold its own shares, upon dissolution of e Transferor Company under e terms of is Scheme, e afore-stated entire paid up capital comprising of 1,25,31,623 equity shares of e face value of Rs.100/- each aggregating to Rs.1,25,31,62,300/-held by e Transferee Company in e Transferor Company shall stand cancelled upon is Scheme becoming effective wiout any furer act or deed. Accordingly e entire investment in e books of accounts of e Transferee Company on account of 1,25,31,623 Equity shares of e face value of Rs.100/- each of Transferor Company shall stand cancelled and written off / reversed in e accounts of e Transferee Company on e Scheme of Amalgamation becoming effective. (19)

23 Part V GENERAL TERMS AND CONDITIONS 1 (a) The amalgamated Transferee Company upon e Scheme becoming effective shall draw up and finalise a consolidated Balance Sheet, as on e Appointed Date (hereinafter e Consolidated Balance Sheet ) which shall be e opening Balance Sheet of e amalgamated Transferee Company as on e Appointed Date. All e assets and liabilities of e Transferor Company as at e close of business on e day immediately preceding e Appointed Date would be recorded in e books of e Transferee Company at e respective book values as of e Appointed Date. (b) (c) (d) (e) (f) (g) (h) (i) Accounting treatment as specified in Accounting Standard (AS) 14, 'Accounting for Amalgamations', relating to amalgamation in e nature of merger in accordance wi e provisions of 'Pooling of Interests Meod' shall be followed. The balance of Profit and Loss Account in e books of account of e Transferor Company shall be disclosed separately in e financial statements of e Transferee Company under e head 'Reserves & Surplus' and en shall be aggregated wi e balance of Profit and Loss Account of e Transferee Company. The reserves of e Transferor Company will be incorporated in e books of e Transferee Company in e same form as ey appeared in e financial statements of e Transferor Company. The excess/ deficit, if any, of e value of investments and e book value of assets and liabilities so transferred, would be adjusted to e General Reserve Account in e books of e Transferee Company. Furer, in case of any difference in accounting policy between e Transferor Company and e Transferee Company, e impact of e same till e amalgamation will be quantified and adjusted in e General Reserves of e Transferee Company, to ensure at e financial statements of e Transferee Company reflect e financial position on e basis of consistent accounting policy. The accounts of e Transferee Company as on e Appointed Date, as reconstructed in accordance wi e terms of e Scheme shall be finalized on e basis of e Consolidated Balance Sheet as on e Appointed Date pursuant to is Scheme. The Transferee Company is expressly permitted to file/revise its Income Tax, Weal tax, Service tax, Excise, VAT, Entry Tax and oer Statutory Returns upon e scheme being Effective, notwistanding e period of filing/revising such return may have lapsed and related Tax Deducted at Source (TDS) certificates & loss returns and related Tax Deducted at Source (TDS) certificates and to claim refunds, advance tax credits etc., on e basis of e combined accounts of e Companies as reflected in e Consolidated Balance Sheet as on e Appointed Date pursuant to e terms of is Scheme and its right to make such revisions in e Income Tax & loss returns and related TDS certificates and e right to claim refunds, adjustments, credits, set-offs, 8 advance tax credits pursuant to e registration of is Scheme and e Scheme becoming effective is expressly reserved. 8 The expression sanction substituted by expression registration in consonance wi e provision of e Companies Act, 2013 Upon e Scheme becoming effective, e Auorized Share Capital of Transferor Company comprising of 1,50,00,000 (One Crore Fifty Lacs) Equity Shares of Rs.100/- each aggregating to Rs.150,00,00,000/- (Rupees One Hundred and Fifty Crores) shall stand carried forward and merged wi e Auorized Share Capital of Transferee Company wiout any furer act or deed and wiout any levy of fees, duty or charge. Accordingly, upon e Scheme becoming effective e Auorized Share Capital of e Transferee Company shall stand enhanced/ increased from Rs.25,00,00,000/- (Rupees Twenty Five Crores) divided into 2,50,00,000 (Two Crore Fifty Lacs) Equity Shares of Rs.10/- each to Rs.1,75,00,00,000/- (Rupees One Hundred and Seventy Five Crores) divided into 17,50,00,000 (Seventeen Crore Fifty Lacs) Equity Shares of Rs.10/- each. Upon e Scheme becoming effective, e office of Registrar of Companies, NCT of Delhi & Haryana shall immediately take effect of consolidation of Auorized Share Capital of Rs.150,00,00,000/- (Rupees One Hundred and Fifty Crores) of Transferor Company into e books of Transferee Company and enhance e Auorized Share Capital of Transferee Company from Rs.25,00,00,000/- (Rupees Twenty Five Crores) divided into 2,50,00,000 (Two Crore Fifty Lacs) Equity Shares of Rs.10/- each to Rs.1,75,00,00,000/- (Rupees One Hundred and Seventy Five Crores) divided into 17,50,00,000 (Seventeen Crore Fifty Lacs) Equity Shares of Rs.10/- each in its records and software. Upon e Scheme becoming effective e Transferee Company shall make suitable amendments to its Memorandum and Articles of Association to reflect e increase of e Auorized Share Capital. Upon e Scheme becoming effective e Transferee Company may file e requisite applications/forms wiout any fees, wi e Registrar of Companies, NCT of Delhi & Haryana, New Delhi for e increase of its Auorized Capital from Rs.25,00,00,000/- (Rupees Twenty Five Crores) divided into 2,50,00,000 (Two Crores Fifty Lacs) Equity Shares of Rs.10/- each to Rs.1,75,00,00,000/- (Rupees One Hundred and Seventy Five Crores) divided into 17,50,00,000 (Seventeen Crores Fifty Lacs) Equity Shares of Rs.10/- each and e Registrar of Companies shall permit e Transferee Company to take credit of e entire fees already paid by e Transferor Company in is regard. (20)

24 (j) 9 The Transferee Company shall ensure due compliance of e provisions of Section 233(11) of Companies Act, 2013 wi respect to carry forward of e Auorized Capital of e Transferor Company in e books and records of Transferee Company. 9 The above para has been inserted in terms of e observation as received from e office of Registrar of Companies NCT of Delhi & Haryana vide eir letter no. Comp/ROC/SB/2017/17977 dated Upon e Scheme of Amalgamation becoming effective e capital clause in e Memorandum of Association of e Transferee Company shall stand substituted and read as follows wiout any furer act or deed:- The Auorized Share Capital of e Company is Rs.1,75,00,00,000/- (Rupees One Hundred and Seventy Five Crores) divided into 17,50,00,000 (Seventeen Crore Fifty Lacs) Equity Shares of Rs.10/- each wi power to increase or reduce e capital of e Company and to divide e shares in e capital for e time being into several classes and to attach ereto respectively such preferential, deferred, qualified or special right, privileges or conditions as may determined by or in accordance wi e Articles of Association of e Company and vary, modify amalgamate or abrogate any such right, privilege or condition in such manner as may for e time being be provided by e Articles of Association of e Company. 2 (a) Subject to above and upon e Scheme becoming effective, all permissions, licenses, approvals, incentives, experiences and credentials, vendor approvals/ customer registrations/ pre-qualifications from customers, remissions, tax-incentives, subsidies, grants, concessions, licence fees, consents, sanctions, and oer auorizations to which e Transferor Company is entitled to and also which are comprised in e Transferred (b) Undertakings of Transferor Company, shall stand vested and permitted or continued by e order of registration of e Hon'ble Regional (Norern Region) in e Transferee Company, erefore e Transferee Company shall file e Scheme, for e record of e statutory auorities who shall take it on file, pursuant to e sanction registration orders of e Hon'ble Regional or National Company Law Tribunal and affect changes as required to endorse/ replace or give benefit to e Transferee Company as if it was so entitled to all benefits and obligations as was e Transferor Company entitled to. 10 The expression sanction substituted by expression registration in consonance wi e provision of e Companies Act, Substitution of expression is Hon'ble Court wi e Hon'ble Regional (Norern Region) post notification of e provisions of Section 233 of Companies Act, The expression sanction substituted by expression registration in consonance wi e provision of e Companies Act, Substitution of expression is Hon'ble Court wi e Hon'ble Regional (Norern Region) post notification of e provisions of Section 233 of Companies Act, 2013 Transferee Company is auorised to take all such steps on behalf of e Transferor Company, as may be necessary to give effect to e provisions contained in sub-clause (a) above The Transferor Company is a 100% subsidiary of Transferee Company. Upon e Scheme becoming effective e entire shares held by Transferee Company in e Transferor Company shall stand cancelled, because a Company can't hold its own shares as detailed hereinabove. Hence after e Scheme becoming effective e Transferee Company shall not be required to issue any shares and its paid up capital will not be affected because of e Scheme. 14 Part of Para 3 of e present part deleted as e same has become infructuous post notification of e provisions of Section 233 of Companies Act, 2013 All disputes and differences arising out of is Scheme shall be subject to e jurisdiction of e Hon'ble National Company Law Tribunal only. DISSOLUTION OF CMI ENERGY INDIA PRIVATE LIMITED 4. i. 15 Upon e Scheme being registered Transferor Company shall stand dissolved wiout being wound up as on e Appointed Date and all eir undertakings shall vest wi Transferee Company. 15 The expression sanctioned substituted by expression registered in consonance wi e provision of e Companies Act, 2013 ii. Upon e Scheme becoming effective all e immovable properties of e Transferor Company including land, building, plant and machinery shall stand vested wi e Transferee Company and furer e Transferor Company being 100% subsidiary of e Transferee Company, erefore such vesting of all e immovable properties shall not be subject to levy of any stamp duty, registration fees, transfer charges or any oer fees or levy in is regard. Hencefor all e auorities including wiout limitation e office of sub-registrar, tehsildar and revenue auorities under whose jurisdiction e immovable properties of e Transferor Company are located shall immediately and wiout any demur as well as wiout any levy of any duty, fees, charges, levies or any oer kind of charges shall effect transfer/mutation of all e immovable properties of Transferor Company in favor of e Transferee Company merely on presentation of e present Scheme of 16 Amalgamation as registered by e Hon ble Regional (Norern Region) / Tribunal. (21)

25 iii. 16 Substitution of expression Hon'ble Court wi Hon'ble Regional (Norern Region) post notification of e provisions of Section 233 of Companies Act, 2013 Upon e Scheme becoming effective e Transferee Company shall take effect of e amalgamation of all e Transferred Undertakings of Transferor Company in its Books of Accounts in accordance wi e provisions of Accounting Standard 14 on e accounting of amalgamations, as notified by e Ministry of Corporate Affairs vide eir notification no. G.S.R. 739 (E) dated 7 December 2006 and as may be amended from time to time and/or subject to such oer Accounting Standards as may applicable on e Effective Date of Scheme for e drawl of Financial Statements of e Transferee Company for e Financial Year EXPENSES CONNECTED WITH THE SCHEME iv. The entire expense for e Scheme shall be borne by Transferee Company. BANK ACCOUNTS v. Upon e Scheme becoming effective and wiout any furer act or deed, e title of all Bank Accounts being maintained by e Transferor Company shall automatically stand changed/transmitted in favor of Transferee Company and e said bank accounts will be run and maintained wi same signatories structure and as if opened originally by e Transferee Company. EFFECTIVENESS OF THE SCHEME 5. This Scheme shall be deemed to be effective upon e occurrence of e last of e following events: - (a) The approval of e Scheme by e requisite majority of e members and creditors of e Transferor 17 Company, as e case may be, as required under Section 233 of Companies Act, (b) The registration of e Scheme by e Hon'ble Regional (Norern Region) or Hon'ble 20 National Company Law Tribunal under Section 233 of Companies Act, 2013 and oer applicable provisions of e Act, Rules and Regulations, as e case may be. 21 (c) Certified copies of e order of Hon'ble Regional (Noren Region) or National Company Law Tribunal being filed wi e Registrar of Companies, NCT of Delhi & Haryana for registration ereof. 17 Substituted e erstwhile provisions of e Companies Act, 1956 wi applicable provisions of e Companies Act, The expression sanction substituted by expression registration in consonance wi e provision of e Companies Act, Substitution of expression Hon'ble High Court wi Hon'ble Regional (Norern Region) or Hon'ble National Company Law Tribunal post notification of e provisions of Section 233 of Companies Act, Substituted e erstwhile provisions of e Companies Act, 1956 wi applicable provisions of e Companies Act, Substitution of expression Hon'ble High Court wi Hon'ble Regional (Norern Region) post notification of e provisions of Section 233 of Companies Act, 2013 SCHEDULE I Illustrative (and not exhaustive) descriptive list of e Transferred Undertakings of e Transferor Company All of e business(es) and undertaking(s) of e Transferor Company located at Village Bhatauli Khurd, Pargana Dharampur, Tehsil Nalagarh, Distt Solan (HP) and land admeasuring about 20 Acres and bound by ABBOTT HEALTH CARE LTD. TO NORTH, OTHERS LAND / OPEN PLOT TO SOUTH, BIRLA TEXTILE LTD. TO EAST AND VARDHAMAN TEXTILES TO WEST and including but not limited to all e rights, title and interest in all immovable, movable, plant & machinery and incorporeal assets, wheer free-hold, leasehold or licensed as mentioned above in e businesses of e Transferor Company including all oer statutory licenses, approvals and registrations, vendor approvals/ customer registrations/ prequalifications from customers, experience and credentials (as may be necessary to operate or continue e businesses or oerwise) and all rights in any licences/ permissions issued by any Governmental auority/regulatory bodies to set up and operate any of e businesses of e Transferor Company eier directly or indirectly rough its Indian or overseas subsidiary, entities, liaison offices, branches or group companies or rough any oer person or entity and also all rights of ownership, wheer owned or licensed in relation to any trade name, trading style and any oer intellectual property of any nature whatsoever. All e rights, titles entitlements and any oer privileges as flowing from e Sale Deed No. 155 dated shall vest wi e Transferee Company on e Scheme of Amalgamation becoming effective. (22)

26 SCHEDULE II Illustrative (and not exhaustive) descriptive list of licenses, approvals, permissions, consents, registrations and certifications, rights, entitlements, agreements etc. of e Transferor Company 1. Statutory permissions, which are common to e operations of bo Unit I and Unit II of e Transferor Company are listed below:- S. No Particulars Certificate/ Registration No Permanent Account No. {PAN} issued by Income Tax Auorities TDS Account No. {TAN} issued by Income Tax Auorities Importer Exporter Code TIN issued by Excise and Taxation Department, Government of Himachal Pradesh ESI Registration issued by Regional Office, Employee State Insurance Corporation Provident Fund Registration Code No. issued by Office of e Regional Provident Fund Commissioner Registration certificate issued under Punjab Shop and Commercial Establishments Act, 1958 DNV Business Assurance Management System certificate to confirm e quality Management System Standard : ISO 9001:2008 AACCN3799E DELN08019E HR/GGN/28689 PSA/REG/GGN/L 1-GGN-4-11/ Unit wise permissions for bo Unit I and Unit II of e Transferor Company are listed below: AQ- IND-RvA Rev. 01 Unit I S. No Particulars (23) Certificate/ Registration No. 1. Service Tax Registration AACCN3799EST Central Excise Registration issued by CBEC AACCN3799EEM Factory License under Factories Act, 1948 L & E (Fac) 9-137/11 4. NOC from ate of Fire Services, Shimla 2 (Himachal Pradesh) IIOM (FS)(IIQ)6-10/76-XL- Sml, NOC dated Certificate of Registration wi Government of Himachal Pradesh Labour Department - under rule 18(1) of Contract Labour (Regulation & Abolition) Central Rules Auorization accorded by H.P. Pollution Control Board under Rule 5 of Hazardous Waste (Management, Handling and Transboundary Movement) Rules, 2008 of Environment (Protection) Act, 1986 for operating a facility for generation and storage of Hazardous Wastes at e premises situated at Baddi. L.O.(Baddi)CLA- P.E- 243/ 2009 dated B-006/11 7. Consent accorded by H.P Pollution Control Board, Shimla to operate for PCB (1233) M/s. General Cable manufacturing of Wire, Cable & Conductor at Village Bhatautikhurd under e Energy Unit-I (12175)2013- provisions of Water Act, 1974/ Air Act, dated Bureau of Indian Standards - IS 694: 1990 for PVC Insulated cables for working CML/NO voltage up to and including 1100 V 9. Bureau of Indian Standards - IS 1554: Part 1: 1988 for PVC Insulated (Heavy Duty) electric cables: Part 1 for working voltage up to and including 1100 V CML/NO Bureau of Indian Standards - IS 7098 : Part-2 : 1985 for Cross linked polyeylene CML/NO insulated PVC sheaed cables: Part 2 for working voltage from 3.33 kv up to and including 33 kv 11. Bureau of Indian Standards IS 7098 : Part-3 : 1993 for Cross linked polyeylene CML/NO insulated ermoplastic sheaed cables: Part 3 for working voltage from 66kV up to and including 220kV 12. Bureau of Indian Standards IS 398 Part-2 : 1996 for Aluminum Conductors for CML/NO overhead transmission purpose: Part 2Aluminium Conductors, Galvanized Steel reinforced

27 Unit II S. No 3. All oer registrations received from statutory and regulatory auorities including from e sales tax department, income tax department, VAT, Entry Tax, excise and service tax departments, e labour departments, Shop and Establishment Department and any registration/recognition under any central or local By-Laws, Rules, Regulations, Stipulations or Acts Government of India or any State. SCHEDULE III Illustrative (and not exhaustive) descriptive list of all immovable assets including any oer title, interest or right in such immovable assets, of e Transferor Company. Freehold Properties Particulars 1. Manufacturing premises as located at Village Bhatauli Khurd, Pargana Dharampur, Tehsil Nalagarh, Distt Solan (HP) and admeasuring 20 Acres and bound by ABBOTT HEALTH CARE LTD. TO NORTH, OTHERS LAND / OPEN PLOT TO SOUTH, BIRLA TEXTILE LTD. TO EAST AND VARDHAMAN TEXTILES TO WEST including wiout limitation all e Building Blocks, Manufacturing Sheds, Open Land, all fixtures and fittings as installed ereat, etc. 2. The details of e Land Parcel as owned by e Transferor Company in revenue village Bhatoli Khurd is stated herein below (24) Certificate/ Registration No Service Tax Registration Factory License under Factories Act, 1948 NOC from ate of Fire Services, Shimla 2 (Himachal Pradesh) AACCN3799EST004 L & E (Fac) 9-183/11 IIOM (FS) (IIQ) 6-10/ 76-XL-Sml, NOCdated Certificate of Registration wi Government of Himachal Pradesh Labour Department - under rule 18(1) of Contract Labour (Regulation & Abolition) Central Rules Auorization accorded by H.P. Pollution Control Board under Rule 5 of Hazardous Waste (Management, Handling and Transboundary Movement) Rules, 2008 of Environment (Protection) Act, 1986 for operating a facility for generation and storage of Hazardous Waste in e premises situated at Baddi. Consent accorded by H.P Pollution Control Board, Shimla to operate for manufacturing of Wire, Cable & Conductor at Village Bhatautikhurd under e provisions of Water Act, 1974/ Air Act, Bureau of Indian Standards IS 694:1990 for PVC Insulated cables for working voltage up to and including 1100 V L.O.(Baddi) CLA-P.E- 367 dated B-088/09 PCB (1250) General Cable Energy Unit-II/ 2009 S. No. Khasra No. Land Measuring Bighas - Biswas Khewat No. / Khatauni No Total 77 80/2 80/ /2 83/02 88/ /78 412/97 416/98 413/97 414/ / / /57 CML/NO

28 The Transferor Company exchanged from e above land parcel Khasra No. 88/02/1(0-6 Bigha) 89/1(3-17) Kita 2 total area admeasuring 4-3 bigha wi Khasra no. 94 measuring 2-6 bigha and khasra no. 100 area measuring 1-17 bighas kita-2 total measuring 4-3 bighas, wi Government of Himachal Pradesh vide order dated of e Special Secretary (Revenue) Government of Himachal Pradesh. SCHEDULE IV Illustrative (and not exhaustive) list of all investments comprised in e Transferor Company S. Fixed Deposit Details No. Date No. Rate of Interest Principal Amount Period Date of Maturity % 1, 00,00,00 1 Year SBL 7.50% 22,00, Mons SBL 7.50% 3,00, Mons SBL 7.51% 50,00, Mons % 47, Days % 33, Years SCHEDULE V Illustrative (and not exhaustive) list of all proprietary rights of Transferor Company including copyrights, patents, trade marks, designs, drawings, technical know how, technical data, computer software comprised in e Transferor Company. NIL SCHEDULE VI Illustrative (and not exhaustive) description of SONEPAT LAND including any oer title, interest, entitlement or right in said SONEPAT LAND of e Transferor Company. A. Khewat No. 80/74, Khatoni No.148, Rect. No. 21, Kila No. 9/1 (2-16), 12/1(5-0), 19(8-0), 22(7-11), admeasuring 23 Kanal 7 Marla, situated at village Bad Malik, Tehsil and District Sonepat, Haryana; B. Khewat No. 85/83, Khatoni No.153, Rect. No. 21, Kila No. 12/2 (3-0), 13(6-4), 14(0-6), 18(8-0) admeasuring 17 Kanal 10 Marla, situated at village Bad Malik, Tehsil and District Sonepat, Haryana C. Khewat No. 90/85, Khatoni No. 161, Rect. No. 21, Kila No. 20/2(6-4), admeasuring 6 Kanal 4 Marla, situated at village Bad Malik, Tehsil and District Sonepat, Haryana D. All e rights, titles entitlements and any oer privileges as flowing from e conveyance deed No. 584 dated and conveyance deed No dated (25)

29 FORM NO. CAA.10 [Pursuant to section 233(1)(c) and rule 25(2)] Declaration of solvency 1. (a) Corporate identity number (CIN) of L74899DL1967PLC company : (b) Global location number (GLN) of - company: 2. (a) Name of e company: CMI Limited (b) Address of e registered office of e company: Flat No ,5 Floor, New Delhi House, 27, Barakhamba Road, New Delhi (c) ID of e company: info@cmilimited.in, cmics@cmilimited.in 3. (a) Wheer e company is listed: Yes (b) If listed, please specify e name(s) of e stock exchange(s) where listed: Bombay Stock Exchange Limited and National Stock Exchange of India Limited 4. Date of Board of s resolution approving e scheme 30 March, 2016 and 16 January, 2017 (Post e Notification of Section 233 of Companies Act, 2013 ) Declaration of solvency We, e directors of M/s CMI Limited do solemnly affirm and declare at we have made a full enquiry into e affairs of e company and have formed e opinion at e company is capable of meeting its liabilities as and when ey fall due and at e company will not be rendered insolvent wiin a period of one year from e date of making is declaration. We append an audited statement of company's assets and liabilities as at being e latest date of making is declaration. We furer declare at e company's audited annual accounts including e Balance Sheet have been filed upto date wi e Registrar of Companies, NCT of Delhi & Haryana Signed for and behalf of e board of directors sd/- sd/- sd/- sd/- sd/- sd/- sd/- Signature Signature Signature Signature Signature Signature Signature Amit Jain V. K. Gupta Ramesh Pyare Lal Manoj Bishan Kishor Archana Chand Khanna Mittal Punamchand Bansal Ostwal Chairman cum Managing New Delhi New Delhi New Delhi Mumbai Mumbai New Delhi New Delhi (26)

30 Verification We solemnly declare at we have made a full enquiry into e affairs of e company including e assets and liabilities of is company and at having done so and having noted at e scheme of merger or amalgamation between CMI Limited { Transferee Company } and CMI Energy India Private Limited { Transferor Company } is proposed to be placed before e shareholders and creditors of e company for approval as per e provisions of sub-section of (1) of section 233 of e Companies Act, 2013, we make is solemn declaration believing e same to be true. Verified is day of e and sd/- sd/- sd/- sd/- sd/- sd/- sd/- Signature Signature Signature Signature Signature Signature Signature Amit Jain V. K. Gupta Ramesh Chand Pyare Lal Khanna Manoj Bishan Mittal Kishor Punamchand Ostwal Archana Bansal Chairman cum Managing New Delhi New Delhi New Delhi Mumbai Mumbai Delhi New Delhi Solemnly affirmed and declared at New Delhi and Mumbai e day of and before me. Commissioner of Oas and Notary Public Attachments: (a) (b) (c) Copy of board resolutions Statement of assets and liabilities Auditor's report on e statement of assets and liabilities (27)

31 Name of e Company: CMI Limited ANNEXURE Statement of assets and liabilities as at (Amount in Lacs) S. No. Particulars Book Value Estimated Realisable value 1. Balance at Bank Cash in hand Marketable securities Bills receivables Trade debtors Loans & advances Unpaid calls Stock-in-trade Work in progress includes Raw Materials, Finished Goods & Store and Spares 10. Freehold property Leasehold property Plant and Machinery Furniture, fittings, utensils, etc Patents, trademarks, etc Investments oer an marketable securities 16. Oer property Total Liabilities Estimated to rank for payment (to e nearest rupee) S. No. Particulars Amount in Lacs 1. Secured on specific asset Secured by floating charge(s) Estimated cost of liquidation and oer exinpcelundsien g interest NA accruing until payment of debts in full. 4. Unsecured creditors (amounts estimated to rank for payment) (a) Trade accounts (b) Bills payable (c) Accrued expense (d) Oer liabilities (e) Contingent liabilities Total Remarks: Nil Total estimated value of assets Total Liabilities Estimated surplus after paying debts in full Signature Signature Signature Signature Signature Signature Signature Amit Jain V. K. Gupta Ramesh Chand Pyare Lal Khanna Manoj Bishan Mittal Kishor Punamchand Ostwal Archana Bansal Chairman cum Managing New Delhi New Delhi New Delhi Mumbai Mumbai New Delhi New Delhi (28)

32 CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF CMI TH LIMITED HELD ON WEDNESDAY, 30 DAY OF MARCH 2016, AT THE REGISTERED OFFICE OF THE COMPANY, TH AT FLAT NO , 5 FLOOR, NEW DELHI HOUSE, 27 BARAKHAMBA ROAD, DELHI AT 11:30 A.M. CONSIDERATION & APPROVAL OF SCHEME OF AMALGAMATION The Chairman stated at e Company has recently acquired entire shareholding of CMI Energy India Private Limited and laid before e Board a proposal of Amalgamation of CMI Energy India Private Limited (e Transferor Company ) wi CMI Limited (e Transferee Company or e Company ) to facilitate e consolidation of all e undertakings of Transferor Company for effective management and unified control of affairs, improvement in e financial structure and better cash flow management of e merged entity as well as to avoid unnecessary duplication of various corporate functions. The Chairman furer stated CMI Energy India Private Limited is engaged in e business of manufacturing, trading, marketing and selling of wires and cables and e said business is in synergy wi e business of e Company. In order to eliminate multiple accounting and legal compliances as well as integrate e affairs of bo e Companies and consequently benefit from e economies of scale as well as improved and consolidated cash flows, e amalgamation and merging of e undertakings of CMI Energy India Private Limited wi e Company is proposed. The Members of e Board deliberated on e proposal in detail and ereafter arrived at e conclusion at e proposed Amalgamation of e undertakings of e CMI Energy India Private Limited will be in e interest of e Company. He en drew e attention of e Board towards e draft Scheme of Amalgamation placed at e table of e Meeting for perusal, consideration and approval. The Board considered e matter of approving e Scheme of Amalgamation and passed e following resolutions unanimously: A. APPROVAL OF THE SCHEME OF AMALGAMATION RESOLVED a) THAT pursuant to e provisions of Section 391 to 394 of e Companies Act, 1956 and all oer applicable provisions, if any, of e Companies Act, 1956 as well as e provisions of Companies Act, 2013, as and when e said provisions become applicable (hereinafter collectively referred to as Acts ) and subject to e necessary sanction(s), approval(s), confirmation(s) of BSE and/or Securities Exchange Board of India and of e Hon'ble High Court of Delhi at New Delhi or National Company Law Tribunal, e proposed Scheme of Amalgamation by and between CMI Energy India Private Limited (Transferor Company) and CMI LIMITED (Transferee Company) wi effect from being e Appointed Date upon and subject to e terms and conditions as contained in e Scheme of Amalgamation be and is hereby approved. b) THAT in e opinion of e Board of s, e said Scheme of Amalgamation would be advantageous and beneficial to e Members of bo e Companies and at e terms ereof are fair and reasonable and e Scheme of Amalgamation will enable e consolidation of e affairs of e Transferor Company into e Transferee Company. c) THAT any one of Mr. Amit Jain, Chairman cum Managing, Mr. Vijay Kumar Gupta, Whole Time, Mr. Subodh Kumar Barnwal, Company Secretary of e Company and Mr. GD Takkar, Chief Financial Officer of e Company {herein after referred to as Auorized Persons } be and are hereby auorized severally to take such steps as may be necessary under e Acts and all oer statues and to carry into effect e aforesaid Scheme of Amalgamation. d) THAT any one of e Auorized Persons of e Company be and are hereby auorized severally : (i) (ii) (iii) to move/initiate appropriate proceedings before e Hon'ble High Court of Delhi, at New Delhi OR National Company Law Tribunal for giving effect to e said Scheme of Amalgamation under Section 391 to 394 of e Companies Act, 1956 or corresponding provision of Companies Act, 2013, as and when e same may become effective and also in accordance wi e Scheme of Amalgamation as placed at e table of e Meeting before e Board and furer which may be approved by BSE/ Designated Stock Exchange and/or Securities Exchange Board of India, wi amendments, if any; to file applications, affidavits, petitions, pleadings, or proceedings incidental & consequential or deemed necessary or useful in connection wi e above proceedings and to engage counsel(s), advocate(s), solicitor(s), professional(s), Chartered Accountants, Company Secretaries and to sign and execute Vakalatnama/ Power of Attorney/ Letter of Auority, wherever necessary and to do all acts and ings necessary, consequential or incidental to e said proceedings for obtaining confirmation by e Hon'ble High Court of Delhi, at New Delhi OR National Company Law Tribunal of e said Scheme of Amalgamation; to seek dispensation from e Hon'ble High Court of Delhi, at New Delhi from approaching e Hon'ble High Court wi respect to e Company as e present Scheme is not a Scheme qua e Shareholders as well as Secured Creditors and Unsecured Creditors of e Company, since e entire paid up capital of e Transferor Company shall stand cancelled as e Transferor Company is (29)

33 a Wholly Owned (100%) Subsidiary of e Company and furer e Company shall not be required to issue any new Equity Shares upon e Scheme of Amalgamation becoming effective. (iv) (v) (vi) (vii) (viii) (ix) to effect, accept, agree, move and/or propose any appropriate amendment(s)/ modification(s) to e said Scheme of Amalgamation, Application(s), Petition(s) and/or any oer document(s) or paper(s) as may be proposed by e Company ; to accept, effect, agree and/or carry out any alteration(s), change(s), deletion(s), amendment(s), etc., in Scheme of Amalgamation or any of e aforesaid documents or any oer documents in connection wi e said Scheme of Amalgamation as may be required by BSE/ Designated Stock Exchange or Securities Exchange Board of India or Hon'ble High Court or National Company Law Tribunal or by Central Government or by any oer auorities as aforesaid or as may be deemed expedient or necessary by e said officials, keeping in view e interest of e Company; to service a copy of e draft scheme, scheme, complete paper book along wi all replies, e-forms, submissions, explanations, statutory records including registers, before e office(s) of BSE and/ or Securities Exchange Board of India, Registrar of Companies NCT of Delhi & Haryana, at New Delhi, Regional ate (Norern Region), Ministry of Corporate Affairs and e Office of Official Liquidator, as attached to Hon'ble High Court of Delhi at New Delhi in e course of obtaining sanction to e Scheme of Amalgamation; to file e orders of e Hon'ble High Court of Delhi at New Delhi or National Company Law Tribunal under e- form INC-28 or under any oer prescribed e-form before e office of Registrar of Companies, NCT of Delhi & Haryana, at New Delhi in e course of implementation of e Scheme of Amalgamation and to take all steps necessary, consequential, incidental and/or considered appropriate wi regard to e above applications and petitions and for implementation of e orders passed ereon and generally for putting e Scheme of Amalgamation into effect and/ or completing/ implementing e Scheme. to carry out e mutation/ transfer/ endorsement/ confirmation/ validation/ registration of all e permission(s), registration(s), certificate(s), license(s), consent(s), right(s), entitlement(s), agreement(s) and all oer rights and facilities of every kind, nature of e Transferor Company in favor of Transferee Company after e Scheme of Amalgamation becomes effective. RESOLVED FURTHER THAT any one of e Auorized Persons of e Company be and are hereby severally auorized to sub-delegate any of e above powers to any officials of e Company or external professionals by executing a Power of Attorney/ Letter of Auority and to do all such oer acts, deeds, matters and ings as are necessary, incidental, consequential for giving effect to e above resolutions. B. OBTAINING CONSENT OF SECURED CREDITORS/ UNSECURED CREDITORS OF THE COMPANY RESOLVED THAT any one of Mr. Amit Jain, Chairman cum Managing, Mr. Vijay Kumar Gupta, Whole Time, Mr. Subodh Kumar Barnwal, Company Secretary of e Company and Mr. GD Takkar, Chief Financial Officer of e Company (hereinafter referred to as Auorized Persons ) be and are hereby auorized severally to compile a list of Shareholders, Secured Creditors and Unsecured Creditors of e Company at a cutoff date reasonably before filing of e first motion before e Hon'ble Delhi High Court and make an attempt to seek consent of e Secured Creditors and Unsecured Creditors to e extent possible for e proposed Scheme of Amalgamation and eventually for seeking dispensation from convening of eir meetings from e Hon'ble High Court of Delhi OR seek directions of e Hon'ble Court for convening of e meetings of all e above categories including Shareholders/Secured Creditors/Unsecured Creditors in accordance wi e provisions of Company Court Rules, 1959 OR seek dispensation from e Hon'ble High Court of Delhi at New Delhi from approaching e Hon'ble High Court as e present Scheme of Amalgamation is not a Scheme qua e shareholders as well as bo Secured Creditors and Unsecured Creditors of e Company, because e Transferor Company is a 100% Subsidiary of e Company and post e Scheme of Amalgamation becoming effective, e Company shall not be required to issue any Equity Shares as entire paid up capital of e Transferor Company shall stand cancelled. RESOLVED FURTHER THAT any one of e Auorized Persons of e Company be and are hereby furer auorized severally to do all such acts, deeds and ings including wiout limitation coordinating wi e court appointed Chairman(s) for e conduct of said meetings, which are incidental, necessary and/or consequential for successfully conducting e meetings of all classes for obtaining eir consent to e proposed Scheme of Amalgamation OR seeking no objection of e bo Secured Creditors and Unsecured Creditors and eventually seeking dispensation of eir meetings OR seeking dispensation for e Company from seeking confirmation of e Hon'ble High Court of Delhi wi respect to e present Scheme of Amalgamation. (30)

34 C. D. AUTHORIZATION TO MR. RAJIV KUMAR ADLAKHA AND MRS. SHOBHA ADLAKHA, COMPANY SECRETARIES IN WHOLE TIME PRACTICE TO REPRESENT THE COMPANY BEFORE THE AUTHORITIES IN CONNECTION WITH THE SCHEME OF AMALGAMATION. RESOLVED THAT Mr. Rajiv Kumar Adlakha and Mrs. Shobha Adlakha, bo Company Secretaries in Whole Time Practice and partner(s) of Adlakha & Adlakha Associates be and are hereby auorized severally to represent e Company before e offices of Registrar of Companies Delhi & Haryana, at New Delhi, Regional ate (Norern Region), Ministry of Corporate Affairs and e Office of Official Liquidator, as attached to Hon'ble High Court of Delhi at New Delhi OR National Company Law Tribunal in e course of obtaining sanction of e Scheme of Amalgamation. RESOLVED FURTHER THAT Mr. Rajiv Kumar Adlakha and Mrs. Shobha Adlakha Company Secretaries in Whole Time Practice, be and are hereby auorized severally to entre appearance, plead and represent e Company and tender all kinds of documents, statutory records, replies to e queries for and on behalf of e Company and are also auorized severally to do all such acts, deeds, matters and/or ings as may be necessary, expedient or consequential in e course of dealing wi e above offices. FOR OBTAINING NO OBJECTION CERTIFICATE/ CONSENT LETTER FROM BSE LIMITED AS DESIGNATED STOCK EXCHANGE AND SECURITIES EXCHANGE BOARD OF INDIA RESOLVED 1. THAT BSE Limited { BSE } be and is hereby appointed as e Designated Stock Exchange for e purpose of e Scheme and for co-ordinating wi e Securities Exchange Board of India { SEBI } in pursuance to Clause 37 of e SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read wi Para 2 of Annexure 1 of SEBI Circular No. CIR/CFD/CMD/16/2015 dated 30 November, THAT e Statutory Auditors' Certificate (as tabled at e Meeting) confirming e compliance of e accounting treatment contained in e scheme wi all e Accounting Standards specified by e Central Government under Section 133 of e Companies Act, 2013 read wi e rules framed ereunder or e Accounting Standards issued by ICAI, as applicable and oer generally accepted accounting principles as specified in Para (I)(A)(5)(a) of Annexure 1 of SEBI Circular No. CIR/CFD/CMD/16/2015 dated 30 November, 2015 be and is hereby considered, noted and adopted. 3. THAT e Valuation Report and Fairness Opinion as required pursuant to Para 3 & Para 4 of Annexure 1 of SEBI Circular No. CIR/CFD/CMD/16/2015 dated 30 November, 2015 is not applicable to e Company as CMI Energy India Private Limited (Transferor Company) is a wholly owned Subsidiary of CMI LIMITED (Transferee Company) and furer e shareholding of e Transferee Company shall not be affected by e sanction of e proposed Scheme of Amalgamation be and is hereby noted. 4. THAT e draft Undertaking of e Company (as tabled at e Meeting) and to be certified by e Statutory Auditors of e Company pursuant to Para 9(c) of Annexure 1 of SEBI Circular No. CIR/CFD/CMD/16/2015 dated 30 November, 2015 clearly stating e reasons for e non-applicability of e provisions of Para 9(a) of Annexure 1 of SEBI Circular No. CIR/CFD/CMD/16/2015 dated 30 November, 2015 be is hereby noted and approved on e basis of following: (i) No additional shares shall be allotted to Promoter / Promoter Group, Related Parties of Promoter / Promoter Group, Associates of Promoter / Promoter Group, Subsidiary/(s) of Promoter / Promoter Group of e listed entity as e Transferor Company is a wholly owned Subsidiary of e Transferee Company. (ii) The Scheme of Amalgamation involves e Company and its Wholly owned subsidiary and ere is no involvement of e Promoter / Promoter Group, Related Parties of Promoter / Promoter Group, Associates of Promoter / Promoter Group, Subsidiary/(s) of Promoter / Promoter Group. (iii) The parent listed entity, has acquired all e equity shares of e subsidiary, by paying consideration in cash in e past to e erstwhile shareholders of e subsidiary who were not e Promoter / Promoter Group, Related Parties of Promoter / Promoter Group, Associates of Promoter / Promoter Group, Subsidiary/(s) of Promoter / Promoter Group of e parent listed entity company. -/Certified True Copy/- For CMI LIMITED Subodh Kumar Barnwal Company Secretary Membership No.: (31)

35 The Board considered all e above mentioned matters and passed e following resolutions unanimously: SCHEME OF AMALGAMATION FOR AMALGAMATION OF CMI ENERGY INDIA PRIVATE LIMITED (TRANSFEROR COMPANY) WITH CMI LIMITED (TRANSFEREE COMPANY) AS PER THE SECTION 233 OF COMPANIES ACT, 2013 RESOLVED a) THAT e Board Resolution passed by e Board of s at eir Meeting held on 30 day of March, 2016 approving e Scheme of Amalgamation between CMI Energy India Private Limited (e Transferor Company ) wi CMI Limited (e Transferee Company or e Company ) be and is hereby noted. b) THAT e Observation Letter dated 10 October, 2016 as issued by e BSE Limited granting No Adverse Observation to e Company wi regard to e above mentioned Scheme of Amalgamation, be and is hereby noted. c) THAT in furerance to e Board Resolution as passed at e meeting of Board of s as held on and pursuant to e provisions of Section 233 of e Companies Act, 2013 read wi Rule 25 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and all oer applicable provisions (hereinafter collectively referred to as Acts ) and subject to objections/ suggestions, if any, of e office of Official Liquidator or Registrar of Companies NCT of Delhi & Haryana, e proposed Scheme of Amalgamation by and between CMI Energy India Private Limited (Transferor Company) and CMI LIMITED (Transferee Company) wi effect from being e Appointed Date upon and subject to e terms and conditions as contained in e Scheme of Amalgamation be and is hereby approved. d) THAT Declaration of Solvency as prepared in Form No.CAA-10, on e basis of Financial Statements of e Company as on 30 September, 2016, as certified by e Statutory Auditors, and as tabled at e Meeting be and is hereby approved and adopted and e same be executed jointly by e s of e Company in e Form No. CAA-10, in e prescribed manner. e) THAT e consolidated Financial Statements as on 30 September, 2016 of e Transferee Company after considering e amalgamation of e undertaking of Transferor Company confirm at e position of e Transferee Company post e Scheme of Amalgamation becoming effective shall be commercially solvent and hencefor e Transferee Company can duly take care of all it's commercial liabilities post e Scheme of Amalgamation becoming effective and hencefor e Creditors including Secured Creditors of Transferee Company and no oer persons shall be prejudiced and/or affected in any manner whatsoever by e proposed Scheme of Amalgamation. f) THAT any one of Mr. Amit Jain, Chairman cum Managing, Mr. Vijay Kumar Gupta, Whole Time and Mr. Subodh Kumar Barnwal, Company Secretary of e Company {herein after referred to as Auorized Persons } be and are hereby auorized severally to take such steps as may be necessary under e Acts and all oer statues and to carry into effect e aforesaid Scheme of Amalgamation. g) THAT any one of e Auorized Persons of e Company be and are hereby auorized severally : (i) (ii) (iii) (iv) (v) (vi) (vii) to approach e office of Official Liquidator and Registrar of Companies NCT of Delhi and Haryana and to file e Notice of e proposed Scheme of Amalgamation, in Form No. CAA-9 for inviting eir objections or suggestions, if any. to file e Declaration of Solvency in Form CAA.10 along wi e Fee as provided in e Companies (Registration of Offices & Fees) Rules, 2014 under form GNL-1, if so required, wi e Registrar of Companies, Delhi & Haryana. to execute, issue and circulate Notice along wi statement, copy of Scheme of Amalgamation as well as Declaration of Solvency and all oer necessary annexures as may be required, in terms of Section 233(1)(b) read wi Rule 25(3) of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 or oerwise, for duly convening and holding e Meeting of Members and Creditors of e Company for seeking consent of e Members / Creditors for e proposed Scheme of Amalgamation; to appoint an independent scrutinizer for counting and scrutinizing e voting as casted at e meetings of e Creditors and Shareholders of e Company and acknowledge e report of e Scrutinizer. if deemed appropriate, to seek consent of Creditors, comprising of more an nine-tens in value, approving e proposed Scheme of Amalgamation as well as for e dispensation of e meeting of e Creditors in accordance wi e provisions of 233(1)(d) of Companies Act, to file e Scheme of Amalgamation as approved by e Shareholders and Creditors before e office of Hon'ble Regional (Norern Region) in Form CAA.11 along wi copy to e said Form CAA.11 before e office of Registrar of Companies NCT of Delhi & Haryana and Official Liquidator, if so required. to follow up and appear before e offices of Registrar of Companies NCT of Delhi & Haryana; Hon'ble Regional (Norern Region); Official Liquidator and Hon'ble National Company Law Tribunal, if so required, in e matter of approval of e proposed Scheme of Amalgamation. (32)

36 (viii) (ix) (x) (xi) to acknowledge e receipt of Form CAA.12 as drawn and issued by e office of Hon'ble Regional (Norern Region) or Hon'ble National Company Law Tribunal, as e case may be and ereafter file e same before e office of Registrar of Companies NCT of Delhi & Haryana in E-Form INC-28. to carry out e implementation of e Scheme of Amalgamation as confirmed and approved. to file an application before e office of Registrar of Companies NCT of Delhi & Haryana in terms of Section 233(11) in a prescribed form and manner for taking into effect e consolidation and carry forward of e auorized capital of e Transferor Company into e books and records of e Transferee Company. to do all such acts, deeds and/or ings as are necessary, incidental and/or consequential to give effect to e above resolutions as well as to successfully implement e Scheme of Amalgamation after e same becomes effective from e designated Appointed Date. RESOLVED FURTHER THAT any one of e Auorized Persons of e Company be and are hereby severally auorized to sub-delegate any of e above powers to any officials of e Company or external professionals by executing a Power of Attorney/ Letter of Auority and to do all such oer acts, deeds, matters and ings as are necessary, incidental, consequential for giving effect to e above resolutions. -/Certified True Copy/- For CMI LIMITED Subodh Kumar Barnwal Company Secretary Membership No PAN: AYJPK4556E Address : C-267, Pandav Nagar, New Delhi (33)

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