INTEGRA INDIA GROUP COMPANY LIMITED COURT CONVENED MEETING OF THE EQUITY SHAREHOLDERS CONTENTS

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1 INTEGRA INDIA GROUP COMPANY LIMITED COURT CONVENED MEETING OF THE EQUITY SHAREHOLDERS Date: 22nd December, 2011 Time: Venue: PM Hotel Express Residency, 18/19, Alkapuri Society, Alkapuri, Vadodara , Gujarat SR. NO. CONTENTS SUBJECT 1. Notice convening Meeting of the Equity Shareholders of Integra India Group Company Limited 2. Explanatory Statement under Section 393 of the Companies Act, Composite Scheme of Arrangement in the nature of Amalgamation and Reorganisation of Share Capital under Section 393 of the Companies Act, Form of Proxy Attendance Slip 47 PAGE NO. INTEGRA India Group Company Limited Registered Office : INTEGRA House, 7 A, Rajpath Society, Old Padra Road, Vadodara , India Tel. : , , Fax : Works : Halol-Chapaner Road, P. O. Chandrapura, Tal. Halol, Dist. Panchmahals, Pin , India Tel. : , Fax: PDF processed with CutePDF evaluation edition

2 IN THE HIGH COURT OF GUJARAT AT AHMEDABAD ORIGINAL JURISDICTION COMPANY APPLICATION NO. 518 OF 2011 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Integra India Group Company Limited. A Company incorporated under the Companies Act, 1956 and having its registered office at 7/A, Rajpath Society, Old Padra Road,Vadodara in the state of Gujarat. And Integra India Group Company Limited. In the matter of Composite Scheme of Arrangement in the nature of Amalgamation of Integra India Group Company Limited with Integra Engineering India Limited and Reorganisation of Share Capital of Integra Engineering India Limited. A Company incorporated under the Companies Act, 1956 and having its registered office at 7/A, Rajpath Society, Old Padra Road,Vadodara in the state of Gujarat.Applicant Transferor Company To, NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF INTEGRA INDIA GROUP COMPANY LIMITED The Equity Shareholders of INTEGRA INDIA GROUP COMPANY LIMITED TAKE NOTICE that by an Order made on the 11th November 2011 in the above Company Application, the High Court of Gujarat at Ahmedabad has directed that a meeting of the Equity Shareholders of the Applicant Company be convened and held on Thursday, the 22nd day of December 2011 at 2.30 p.m. ( Two Thirty p.m.) at the Hotel Express Residency, 18/19, Alkapuri Society, Alkapuri, Vadodara , Gujarat for the purpose of considering and, if thought fit, approving with or without modification(s), the Composite Scheme of Arrangement in the nature of Amalgamation of INTEGRA INDIA GROUP COMPANY LIMITED with INTEGRA ENGINEERING INDIA LIMITED and the Reorganisation of Share Capital of Integra Engineering India Limited. TAKE FURTHER NOTICE that in pursuance of the said Order and as directed therein, a meeting of the Equity Shareholders of the Applicant Company will be convened and held on Thursday, the 22nd day of December 2011 at 2.30 p.m. ( Two Thirty p.m.) at the Hotel Express Residency, 18/19, Alkapuri Society, Alkapuri, Vadodara , Gujarat, at which time and place you are requested to attend. TAKE FURTHER NOTICE that you may attend and vote at the said meeting in person or by proxy, provided that a proxy in the prescribed form, duly signed by you, or your authorised representative, is deposited at the 02

3 registered office of the Applicant Company at 7/A, Rajpath Society, Old Padra Road, Vadodara , Gujarat not later than 48 hours before the said meeting. The High Court of Gujarat at Ahmedabad has appointed Mr. K. N. Shenoy Independent Director of the Applicant Company and in his absence Mr. S. R. Divatia, Independent Director of the Applicant Company, to be the Chairman of the said meeting. A copy each of the Scheme, the Statement under Section 393 of the Companies Act, 1956 and a Form of Proxy are enclosed. K. N. Shenoy Chairman appointed for the meeting. Dated this 17th day of November, 2011 Registered Office: 7/A, Rajpath Society, Old Padra Road, Vadodara , Gujarat India 03

4 EXPLANATORY STATEMENT UNDER SECTION 393 OF THE COMPANIES ACT, 1956 to the Scheme of Arrangement in the nature of Amalgamation of Integra India Group Company Limited with Integra Engineering India Limited and Reorganisation of Share Capital of Integra Engineering India Limited. 1. Pursuant to the Order dated 11th November 2011 passed by the High Court of Gujarat at Ahmedabad, in the Company Applications No. 518 and 519 of 2011, meetings of the equity shareholders of both the Applicant Companies and that of the Unsecured Creditors of the Transferor Company are being convened and held for the purpose of considering and, if thought fit, approving with or without modification(s), the arrangement embodied in the Composite Scheme of Arrangement in the nature of Amalgamation of Integra India Group Company Limited, IIGCL, the Transferor Company, with INTEGRA Engineering India Limited, IEIL, the Transferee Company and the Reorganisation of Share Capital of Integra Engineering India Limited. 2. A copy of the Scheme, setting out the terms and conditions of the amalgamation of the Transferor Company with the Transferee Company and the reorganisation of share capital of the Transferee Company, which has been approved by the Board of Directors of both the Companies at their respective meetings held on 25th July, 2011, is attached to this Explanatory Statement. 3. Integra Engineering India Limited, the Transferee Company was incorporated on 3rd June, 1981 as a Private Limited Company in the office of the Registrar of Companies, Maharashtra under the Companies Act, 1956, under the name and style of Padmatex Engineering Private Limited. The Company became Public Limited with effect from 3rd June The name of the Company was changed to Schlafhorst Engineering (India) Limited with effect from 10th day of October, Vide fresh certificate issued on 1st February, 1996 by the Registrar of Companies, Gujarat pursuant to the order dated 23rd November 1995 passed by Company Law Board, Western Region Branch, the Registered Office of the Company was shifted from Maharashtra to Gujarat. The name of the Transferee Company was further changed to its present name 'Integra Engineering India Limited' with effect from 23rd May Now the Registered Office is situated at Post Box No. 55, Chandrapura Village, Tal. Halol , Dist. Panchmahals, Gujarat. 4. The objects for which the Transferee Company has been established are set out in its Memorandum of Association. The main objects, are set out hereunder: 1. To carry on the business of manufacture of and dealers in textile machinery and other engineering products and in particular machinery, accessories, equipments, required for the manufacture or processing of cotton, flex, hemp, jute, linen, wool, nylon, viscose polyester, silk and any other fibrous substances, natural or artificial required for fabric of any kind. 2. To carry on the business of manufacturers of and dealers, commercial agents, advisors and consultants in all kinds of plant, machinery, accessories, equipments, apparatus, machine tools, instruments, required for industrial as well as non-industrial purposes. 3. To undertake and execute turnkey projects in India as well as abroad for setting up of mills factories plants workshops for the manufacture or processing of natural or artificial fibre and to render technical, engineering management and other services incidental thereto. 4. To carry on business of engineers, architects, commercial agents, importers, exporters, dealers, advisors and consultants. 5. To manufacture, assemble, sell, erect, service and otherwise deal in electrical and electronic equipment inherent with modern automated machinery. 04

5 5. The authorised, issued, subscribed and paid-up share capital of the Transferee Company as on December 31, 2010 was as under: Authorised Share Capital: 20,000,000 Equity Shares of Rs.10/- each 200,000,000 14,000,000 Cumulative Redeemable Preference Shares of Rs.10/- each 140,000,000 Rs. 340,000,000 =========== Issued, Subscribed and Paid up Share Capital: 19,395,196 Equity Shares of Rs.10/- each fully paid up 193,951,960 12,400,000 4% Cumulative Redeemable Preference Share (payable at par) of Rs.10/- each fully paid up Redeemable at anytime after 15th December, 2006 but before 28th October, ,000, ,951,960 =========== Of the above, 1,11,49,841 equity shares and the entire issued, subscribed and paid up 4% Cumulative Redeemable Preference shares are held by INTEGRA Holding AG, Switzerland, the Holding Company. The Equity shares of the Transferee Company are listed on the Bombay Stock Exchange Limited (BSE). 6. INTEGRA INDIA GROUP COMPANY LIMITED, the Transferor Company was incorporated on 9th day of January 1987 as a Limited Company in the name and style of INTEGRA HINDUSTAN CONTROL LIMITED under the provisions of the Act. The name was subsequently changed to INTEGRA INDIA GROUP COMPANY LIMITED with effect from 20th January, 2010 under the fresh Certificate of Incorporation issued by the Registrar of Companies, Gujarat. The Transferor Company was promoted jointly by Integra Holding AG, Switzerland and ABB Limited (formerly Asea Brown Boveri Limited) each of them holding 25.5% in the paid up equity share capital of the Transferor Company. Subsequently, during , the co-promoter Integra Holding AG, Switzerland acquired 25.5% of the paid up equity share capital in the Transferor Company. Thus, Integra Holding AG at present holds 51% of the paid up share capital of the Transferor Company. 7. The objects for which the Transferor Company has been established are set out in its Memorandum of Association. The main objects are set out hereunder: 1. To carry on the business as manufacturers, buyers, sellers, processors, assemblers, producers, importers, exporters, consultants, advisors,designers, developers, repairers, dealers and the business of erection, installation,commissioning in all kinds and descriptions of mechanical, electrical, electro-mechanical, electronic computer based, micro processor based equipments, machineries, control devices, controllers, relays. Signalling equipments, domestic appliances and control systems required for various applications and used including for defence, railway, transport, industrial and domestic purposes. 8. The authorised, issued, subscribed and paid-up share capital of the Transferor Company as on December 31, 2010 was as under: Authorised Share Capital: 1,200,000 Equity Shares of Rs.10/- each 12,000, ,000 Unclassified Shares of Rs.10/- each 3,000,000 Rs. 15,000,000 =========== Issued, Subscribed and Paid up Share Capital: 1,100,000 Equity Shares of Rs.10/- each 11,000,000 Fully paid up (of which 561,000 equity shares are Held by INTEGRA Holding AG, the Holding company) 11,000,000 =========== 05

6 9. The Transferor Company is a listed public limited Company and its shares are listed on the Bombay Stock Exchange Limited (BSE) and Vadodara Stock Exchange Limited (VSE). The Company has been engaged in manufacturing Railway Signalling and Control Systems, Intelligence Transport Systems, Time Solution Systems and Control. The Company had a turnover of Rs crores and a Loss of Rs 1.63 crores for the financial year comprising of 9 months ended on 31st December, The Company had Reserves and Surplus of Rs 5.89 crores as at 31st December, The Transferee Company was promoted by Mafatlal Industries Limited for the manufacture of textile machinery and set up its plant at Halol, District: Panchmahals, Gujarat. The Transferee Company's operations started deteriorating and the net worth of the Company was completely eroded on December 31, A reference was made to the Honourable Board for Industrial and Financial Reconstruction ("BIFR") on July 30, 1999 and BIFR declared it as a sick industrial company under Sick Industrial Companies (Special Provisions) Act, 1985 ("SICA"). Thereafter a rehabilitation scheme was approved by BIFR. In accordance with the approved scheme, the Transferee Company's plant at Vadodara consisting of land, buildings and certain old machineries were sold and the Company paid off all outstanding loans, dues to the workmen retired under the voluntary retirement scheme and other statutory dues. As the Transferee Company had ceased to be a 'sick industrial Company'. BIFR discharged the Company from the provisions of SICA/BIFR with effect from May 17, Vide the Share Purchase Agreement (SPA) dated October 20, 2010, Integra Holding AG, Switzerland acquired : (a) 10,551,248 Equity Shares of Rs.10/- each fully paid up of the Transferee Company representing 54.40% of issued, subscribed and paid-up equity share capital from the then promoter of the Company namely W. Reiners Verwaltungs GmbH, a Company incorporated under the Laws of Germany having its principal office at Leverkuser Str. 65, Ramscheild, Germany; and (b) (c) 12,400,000 4% Cumulative Redeemable Preference Shares of Rs.10/- each fully paid up of the Transferee Company from Oerlikon Textile GmbH & Co. KG, a limited liability partnership established under the Laws of Germany, (formerly known as Saurer GmbH & Co. KG) having its principal office at Leverkuser Str. 65, Remscheid, Germany, and as a joint and several obligor of Sellers for their liability under the SPA with respect to representations and warranties only, OC Oerlikon Corporation Inc. Pfaffikon, a corporation incorporated under the Laws of Switzerland, having its registered office at Churerstrasse 120, 8808 Pfaffikon, Switzerland, being the ultimate parent company of the above Sellers. Further Integra Holding AG, Switzerland, made a public announcement and open offer to acquire equity shares of the Transferee Company pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 and subsequent amendments thereto. An aggregate of equity shares were tendered and acquired under the aforesaid open offer and hence Integra Holding AG, Switzerland hold aggregate equity shares constituting 57.49% of the total issued subscribed and paid up equity shares capital of the Transferee Company. Integra Holding AG, Switzerland also now holds 12,400,000 4 % Redeemable Cumulative Preference Shares of Rs. 10/- each fully paid up of the Transferee Company. (d) The Transferee Company and the Transferor Company are both subsidiaries of INTEGRA Holdings AG, Switzerland which currently holds 57.49% of the paid up equity share capital of the Transferee Company and 51% of the paid up Equity share capital of the Transferor Company. 12. The Transferee Company had a turnover of more than Rs crores and a profit before tax of Rs 0.23 crores during financial year ended on 31st December, The Company had Reserve and Surplus of Rs.3.93 crores and a debit balance in the Profit and Loss Account of Rs crores, in addition to Miscellaneous Expenditure (to the extent not written off) of Rs 0.92 crores, as at 31st December, Further, the Transferee Company vide clause 10 of the scheme, proposes to reduce its Equity Share Capital in order to make its Balance Sheet realistic before the arrangement in the nature of amalgamation. This will amount to Reduction of Share Capital of the Transferee Company as per the provisions of Sec. 100 to 103 of the Companies Act, However, this being consequential in nature, it is proposed as an integral part of the proposed scheme of arrangement. Clause 8 of the Articles of Association empowers the Transferee Company for such Reduction of Capital, subject to confirmation by court and subject to the applicable provisions of the Companies Act,

7 RATIONALE FOR THE SCHEME 14. The rationale for the Scheme is set out hereinafter : a. The Transferor Company is engaged in the engineering business comprising inter alia of railway signalling and contract manufacturing. b. The Transferee Company is engaged in the business of manufacturing draw frames, used as a spinning preparatory machine by textile mills. c. The amalgamation of the Transferor Company with the Transferee Company would inter alia have the following benefits: (a) (b) (c) (d) (e) Both companies are in the engineering business. The manufacturing locations of both companies are in vicinity of each other. Greater integration and greater financial strength and flexibility for the amalgamated entity, which would result in maximising overall shareholder value. Improved organizational capability and leadership, arising from the pooling of human capital having diverse skills, talent and experience to compete successfully in an increasingly competitive industry. Benefit of operational synergies to the combined entity which can be put to the best advantage of the stakeholders. Cost savings are expected to flow from more focused operational efforts and simplification of business processes, productivity improvements and rationalization of administrative expenses. In view of the aforesaid, the Board of Directors of IIGCL as well as the Board of Directors of IEIL have considered and proposed the amalgamation of the entire undertaking and business of IIGCL with IEIL in order to benefit the stakeholders of both companies. Accordingly, the Board of Directors of both the companies have formulated this Composite Scheme of Arrangement in the nature of Amalgamation for the transfer and vesting of the entire undertaking and business of IIGCL with and into IEIL pursuant to the provisions of Section 391 to Section 394 and other applicable provisions of the Act and further reorganisation of Share Capital of IEIL. 15. The Scheme was placed before the Board of Directors of the Transferee Company and the Transferor Company, respectively, on 25th July, 2011, at which the Valuers jointly appointed by the Companies, namely M/s. SSPA and Associates., Chartered Accountants, Mumbai recommended the Share exchange ratio of 27(Twenty Seven) equity shares of Re.1/- fully paid up of the Transferee Company for every 2 (Two) equity shares of Rs.10/- each fully paid up, held in the Transferor Company as on the Record Date (the "Share Exchange Ratio") for the issuance to the shareholders of the Transferor Company upon the effectiveness of the Scheme. The Valuers have arrived at the Share Exchange Ratio after using several commonly used and accepted methods. 16. The Transferee Company engaged Collins Stewart Inga Private Limited, a merchant banker, to issue a fairness opinion. In connection with such engagement, Collins Stewart Inga Private Limited has issued an opinion dated 25th July, 2011 which states that, as of such date, the Share Exchange Ratio is fair, from a financial point of view, to holders of equity shares of the Company. The opinion was issued based on various assumptions and considerations and is available for inspection and should be read in its entirety for information regarding the assumptions made and factors considered in rendering such an opinion. 17. The Boards of Directors of the Transferee Company and the Transferor Company based on and relying upon the aforesaid expert advice/opinions, and on the basis of their independent evaluation and judgment, have come to the conclusion that the proposed Share Exchange Ratio is fair and reasonable and have approved the same at their respective meetings on 25th July, It is therefore proposed to amalgamate the Transferor Company with the Transferee Company by transfer and vesting of the undertaking and entire business of the Transferor Company as a going concern to and in the Transferee Company by way of a Composite Scheme of Arrangement in nature of Amalgamation and Re-organization of Share Capital under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act,

8 Parts of the Scheme: 18. This Scheme of Arrangement is divided into the following parts: (i) Part I deals with definitions of the terms used in this Scheme of Arrangement and sets out the existing share capital of the Transferor Company and the Transferee Company; (ii) Part II deals with the transfer and vesting of the Undertaking (as hereinafter defined) of the Transferor Company to and in the Transferee Company; (iii) (iv) (v) Part III deals with the reorganisation of the equity share capital of the Transferee Company and the issue of new equity shares by the Transferee Company to the equity shareholders of the Transferor Company; Part IV deals with the accounting treatment for the amalgamation in the books of the Transferee Company, dividends and proposed amendments in the Memorandum and Articles of Association of the Transferee Company. Part V deals with the dissolution of the Transferor Company and the general terms and conditions applicable to this Scheme of Arrangement and other matters consequential and integrally connected thereto. The amalgamation of the Transferor Company with the Transferee Company, pursuant to and in accordance with this Scheme, shall take place with effect from the Appointed Date and shall be in accordance with Section 2(1B) of the Income Tax Act, SALIENT FEATURES OF THE SCHEME 19. The salient features of the Scheme are:- 1. DEFINITIONS PART I DEFINITIONS AND SHARE CAPITAL 1.1. `Act' means the Companies Act, 1956 and includes any statutory re-enactment or amendment(s) thereto, from time to time; 1.2. `Appointed Date' means 1st January, 2011; or such other date as may be fixed or approved by the High Court of Gujarat at Ahmedabad `Effective Date' means the last of the dates on which the conditions referred to in Clause 19 of this Scheme have been fulfilled and the Orders of the High Court sanctioning the Scheme are filed with the Registrar of Companies by the Transferor Company and by the Transferee Company. Any reference in this Scheme to the date of coming into effect of this Scheme or effectiveness of this Scheme or Scheme taking effect shall mean the Effective Date; 1.7 `Record Date' means the date to be fixed by the Board of Directors of the Transferee Company for determining names of the equity shareholders of the Transferor Company, who shall be entitled to shares of the Transferee Company upon coming into effect of this Scheme as specified under Clause 10.3 of this Scheme; and also for determining names of the equity shareholders of the Transferee Company who shall be entitled to shares certificate of the Transferee company with reduced face value and paid up value of equity shares of the Transferee company upon the coming into effect of this scheme as specified under clause of the same as the context may require. 1.8 `Scheme' or `Scheme of Arrangement' means this Scheme of Arrangement as submitted to the High Court together with any modification(s) approved or directed by the High Court; 1.11 `Undertaking' means the whole of the undertaking and entire business of the Transferor Company as a going concern, including (without limitation): (a) All the assets and properties (whether movable or immovable, tangible or intangible, real or personal, corporeal or incorporeal, present, future or contingent) of the Transferor Company, including, without being limited to, plant and machinery, equipment, buildings and structures, offices, residential and other premises, capital work in progress, sundry debtors, furniture, fixtures, 08

9 (b) (c) (d) (e) office equipment, appliances, accessories, power lines, depots, deposits, all stocks, stocks of fuel, assets, investments of all kinds (including shares, script, stocks, bonds, debenture stocks, units or pass through certificates), cash balances or deposits with banks, loans, advances, contingent rights or benefits, book debts, receivables, actionable claims, earnest moneys, advances or deposits paid by the Transferor Company, financial assets, leases (including lease rights), hire purchase contracts and assets, lending contracts, rights and benefits under any agreement, benefit of any security arrangements or under any guarantees, reversions, powers, municipal permissions, tenancies in relation to the office and/or residential properties for the employees or other persons, guest houses, godowns, warehouses, licenses, fixed and other assets, trade and service names and marks, patents, copyrights, and other intellectual property rights of any nature whatsoever, rights to use and avail of telephones, telexes, facsimile, , internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interest held in trust, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights including sales tax deferrals, title, interests, other benefits (including tax benefits), easements, privileges, liberties and advantages of whatsoever nature and wheresoever situate belonging to or in the ownership, power or possession and in the control of or vested in or granted in favour of or enjoyed by the Transferor Company or in connection with or relating to the Transferor Company and all other interests of whatsoever nature belonging to or in the ownership, power, possession or the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Transferor Company, whether in India or abroad; All liabilities including, without being limited to, secured and unsecured debts (whether in Indian rupees or foreign currency), sundry creditors, liabilities (including contingent liabilities), duties and obligations of the Transferor Company of every kind, nature and description whatsoever and howsoever arising, raised or incurred or utilised; All agreements, rights, contracts, entitlements, permits, licences, approvals, authorizations, concessions, consents, quota rights, fuel linkages, engagements, arrangements, authorities, allotments, security arrangements (to the extent provided herein), benefits of any guarantees, reversions, powers and all other approvals of every kind, nature and description whatsoever relating to the Transferor Company's business activities and operations; All intellectual property rights, records, files, papers, computer programmes, manuals, data, catalogues, sales material, lists of customers and suppliers, other customer information and all other records and documents relating to the Transferor Company's business activities and operations; All permanent employees engaged by the Transferor Company as on the Effective Date. All capitalized terms not defined but used in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and other applicable laws, rules, regulations and byelaws, as the case may be, or any statutory amendment(s) or re-enactment thereof, for the time being in force. 09

10 4. TRANSFER OF UNDERTAKING 4.1 Generally: PART II TRANSFER AND VESTING OF UNDERTAKING Upon the coming into effect of this Scheme and with effect from the Appointed Date, the Undertaking of the Transferor Company shall, pursuant to the sanction of this Scheme by the High Court and pursuant to the provisions of Sections 391 to 394 and other applicable provisions, if any, of the Act, be and stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company, as a going concern without any further act, instrument, deed, matter or thing to be made, done or executed so as to become, as and from the Appointed Date, the undertaking of the Transferee Company by virtue of and in the manner provided in this Scheme. 4.2 Transfer of Assets: without prejudice to the generality of Clause 4.1 above, upon the coming into effect of this Scheme and with effect from the Appointed Date: (a) (b) All the assets and properties comprised in the Undertaking of whatsoever nature and wheresoever situate, shall, under the provisions of Sections 391 to 394 and all other applicable provisions, if any, of the Act, without any further act or deed, be and stand transferred to and vested in the Transferee Company or be deemed to be transferred to and vested in the Transferee Company as a going concern so as to become, as and from the Appointed Date, the assets and properties of the Transferee Company. Without prejudice to the provisions of Clause (a) above, in respect of such of the assets and properties of the Transferor Company as are movable in nature or incorporeal property or are otherwise capable of transfer by manual delivery or by endorsement and/or delivery, the same shall be so transferred by the Transferor Company and shall, upon such transfer, become the assets and properties of the Transferee Company as an Integral part of the Undertaking, without requiring any separate deed or instrument or conveyance for the same. (c) In respect of movables other than those dealt with in Clause (b) above including sundry debts, receivables, bills, credits, loans and advances, if any, whether recoverable in cash or in kind or for value to be received, bank balances, investments, earnest money and deposits with any Government, quasi government, local or other authority or body or with any company or other person, the same shall on and from the Appointed Date stand transferred to and vested in the Transferee Company without any notice or other intimation to the debtors (although the Transferee Company may without being obliged and if it so deems appropriate at its sole discretion, give notice in such form as it may deem fit and proper, to each person, debtor, or depositee, as the case may be, that the said debt, loan, advance, balance or deposit stands transferred and vested in the Transferee Company). (d) All the licenses, permits, quotas, approvals, permissions, registrations, incentives, tax deferrals and benefits, subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by the Transferor Company and all rights and benefits that have accrued or which may accrue to the Transferor Company, whether before or after the Appointed Date, shall, under the provisions of Sections 391 to 394 of the Act and all other applicable provisions, if any, without any further act, instrument or deed, cost or charge be and stand available to the Transferee Company so as to become as and from the Appointed Date licenses, permits, quotas, approvals, permissions, registrations, incentives, tax deferrals and benefits, subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges of the Transferee Company and shall remain valid, effective and enforceable on the same terms and conditions All assets and properties of the Transferor Company as on the Appointed Date, whether or not included in the books of the Transferor Company, and all assets and properties which are acquired by the Transferor Company on or after the Appointed Date but prior to the Effective Date, shall be deemed to be and shall become the assets and properties of the Transferee Company, and shall under the provisions of Sections

11 to 394 and all other applicable provisions, if any, of the Act, without any further act, instrument or deed, be and stand transferred to and vested in and be deemed to have been transferred to and vested in the Transferee Company upon the coming into effect of this Scheme pursuant to the provisions of Sections 391 to 394 of the Act, provided however that no onerous asset shall have been acquired by the Transferor Company after the date of filing of the Scheme without the prior written consent of the Board of Directors of the Transferee Company. 4.3 Transfer of Liabilities : Upon the coming into effect of this Scheme and with effect from the Appointed Date all liabilities relating to and comprised in the Undertaking including all secured and unsecured debts (whether in Indian rupees or foreign currency), sundry creditors, liabilities (including contingent liabilities),duties and obligations and undertakings of the Transferor Company of every kind, nature and description whatsoever and howsoever arising, raised or incurred or utilised for its business activities and operations (herein referred to as the.liabilities.), shall, pursuant to the sanction of this Scheme by the High Court and under the provisions of Sections 391 to 394 and other applicable provisions, if any, of the Act, without any further act, instrument, deed, matter or thing, be transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company, along with, save and except as provided in Clause hereunder, any charge, encumbrance, lien or security thereon, and the same shall be assumed by the Transferee Company to the extent they are outstanding on the Effective Date so as to become as and from the Appointed Date the liabilities of the Transferee Company on the same terms and conditions as were applicable to the Transferor Company, and the Transferee Company shall meet, discharge and satisfy the same and further it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such Liabilities have arisen in order to give effect to the provisions of this Clause All debts, liabilities, duties and obligations of the Transferor Company as on the Appointed Date, whether or not provided in the books of the Transferor Company, and all debts and loans raised, and duties, liabilities and obligations incurred or which arise or accrue to the Transferor Company on or after the Appointed Date till the Effective Date, shall be deemed to be and shall become the debts, loans raised, duties, liabilities and obligations incurred by the Transferee Company by virtue of this Scheme Where any such debts, loans raised, liabilities, duties and obligations of the Transferor Company as on the Appointed Date have been discharged or satisfied by the Transferor Company after the Appointed Date and prior to the Effective Date, such discharge or satisfaction shall be deemed to be for and on account of the Transferee Company All loans raised and utilised and all liabilities, duties and obligations incurred or undertaken by the Transferor Company in the ordinary course of its business after the Appointed Date and prior to the Effective Date shall be deemed to have been raised, used, incurred or undertaken for and on behalf of the Transferee Company and to the extent they are outstanding on the Effective Date, shall, upon the coming into effect of this Scheme and under the provisions of Sections 391 to 394 of the Act, without any further act, instrument or deed be and stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company and shall become the loans and liabilities, duties and obligations of the Transferee Company which shall meet, discharge and satisfy the same Loans, advances and other obligations (including any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form), if any, due or which may at any time in future become due between the Transferor Company and the Transferee Company shall, ipso facto, stand discharged and come to an end and there shall be no liability in that behalf on any party and appropriate effect shall be given in the books of accounts and records of the Transferee Company. It is hereby clarified that there will be no accrual of interest or other charges in respect of any inter-company loans, advances and other obligations with effect from the Appointed Date. 4.4 Encumbrances The transfer and vesting of the assets comprised in the Undertaking to and in the Transferee Company under Clauses 4.1 and 4.2 of this Scheme shall be subject to the mortgages and charges, if any, affecting the same, as and to the extent hereinafter provided Save and except as provided in Clause below, all the existing securities, mortgages, charges, 11

12 encumbrances or liens (the Encumbrances.), if any, as on the Appointed Date and created by the Transferor Company after the Appointed Date, over the assets comprised in the Undertaking or any part thereof transferred to the Transferee Company by virtue of this Scheme and in so far as such Encumbrances secure or relate to Liabilities of the Transferor Company, the same shall, after the Effective Date, continue to relate and attach to such assets or any part thereof to which they are related or attached prior to the Effective Date and as are transferred to the Transferee Company, and such Encumbrances shall not relate or attach to any of the other assets of the Transferee Company, provided however that no Encumbrances shall have been created by the Transferor Company over its assets after the date of filing of the Scheme without the prior written consent of the Board of Directors of the Transferee Company The existing Encumbrances over the assets and properties of the Transferee Company or any part thereof which relate to the liabilities and obligations of the Transferee Company prior to the Effective Date shall continue to relate only to such assets and properties and shall not extend or attach to any of the assets and properties of the Transferor Company transferred to and vested in the Transferee Company by virtue of this Scheme Save and except as provided in Clause below, any reference in any security documents or arrangements (to which the Transferor Company is a party) to the Transferor Company and its assets and properties, shall be construed as a reference to the Transferee Company and the assets and properties of the Transferor Company transferred to the Transferee Company by virtue of this Scheme. Without prejudice to the foregoing provisions, the Transferor Company and the Transferee Company may execute any instruments or documents or do all the acts and deeds as may be considered appropriate, including the filing of necessary particulars and/or modification(s) of charge(s), with the Registrar of Companies to give formal effect to the above provisions, if required Upon the coming into effect of this Scheme, the Transferee Company alone shall be liable to perform all obligations in respect of the Liabilities, which have been transferred to it in terms of this Scheme It is expressly provided that, no other term or condition of the Liabilities transferred to the Transferee Company is modified by virtue of this Scheme except to the extent that such amendment is required statutorily or by necessary implication The provisions of this Clause 4.4 shall operate in accordance with the terms of the Scheme, notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any security document; all of which instruments, deeds or writings shall be deemed to stand modified and/or superseded by the foregoing provisions. 4.5 Inter - se Transactions: Without prejudice to the provisions of Clauses 4.1 to 4.4, with effect from the Appointed Date, all inter-party transactions between the Transferor Company and the Transferee Company shall be considered as intra-party transactions for all purposes from the Appointed Date. 12

13 PART III 10. REORGANISATION OF SHARE CAPITAL OF TRANSFEREE COMPANY AND ISSUE OF EQUITY SHARES BY TRANSFEREE COMPANY 10.1 The provisions of this Part III shall operate notwithstanding anything to the contrary in any other instrument, deed or writing In order to ensure that, after giving effect to the amalgamation set out in the Scheme, the Transferee Company has a serviceable equity capital base, with effect from the Effective Date, the subscribed and paid up equity share capital of the Transferee Company shall be reduced from Rs. 193,951,960 (Rupees nineteen crores thirty nine lacs fifty one thousand nine hundred sixty only) divided into 1,93,95,196 (one crore ninety three lacs ninety five thousand one hundred ninety six only) equity shares of Rs.10 each fully paid up to Rs.19,395,196/-(Rupees one crore ninety three lacs ninety five thousand one hundred ninety six only) divided into 1,93,95,196 equity shares of the face value of Re.1/- each fully paid up, by reducing the paid up and face value of Rs.10/- per share to Re.1/- per share fully paid up share Upon this scheme becoming effective the Authorised, Issued and Subscribed share capital of IEIL shall be as under: Authorised Share Capital: 212,000,000 Equity shares of Re.1/- each 212,000,000 14,000,000 Cumulative Redeemable Preference Shares of Rs.10/- each 140,000,000 3,00,000 Unclassified shares of Rs.10/- each 3,000, ,000, Issued, Subscribed and Paid up Capital 19,395,196 Equity Shares of Rs.10/- each fully paid 193,951,960 Less: Reduction in Capital as per Clause above 174,556,764 19,395,196 Equity Shares of Re.1/- each fully paid 19,395,196 Add: Issue of Shares to the shareholders of IIGCL In the ratio of 27 Equity Share of Re.1/- each Fully paid-up of IEIL for every 2 Equity Shares of Rs.10/- each fully paid up held in IIGCL as Per Clause below 14,850,000 Total 34,245,196 12,400,000 4% Cumulative Redeemable Preference Share (payable at par) of Rs.10/- each fully paid up Redeemable anytime after 15th December, 2006 but before 28th October, ,000,000 Total 158,245,196 =========== The differential amount of Rs.174,556,764/- (Rupees Seventeen crores forty five lacs fifty six thousand seven hundred sixty four only) arising on account of reorganisation of share capital as per clause shall be utilised to write off the debit balance in the Profit & Loss Account of the Transferee Company and the balance, if any, shall be credited to the General Reserve Account of the Transferee Company The reduction of share capital as contemplated in Clause 10 shall be effected as an integral part of the scheme. The approval of the members of the Transferee Company to the proposed Scheme at the Court convened meeting, shall be deemed to be their approval under the provisions of Sections 100 and all other 13

14 applicable provisions of the Act to such reduction of capital. The Transferee Company shall not be required to undertake any separate proceedings for the same. The order of the Honourable High Court sanctioning the Scheme shall be deemed to be an Order under Section 102 of the Act. Further, since the said proposal for reduction does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital, the procedure prescribed under Sec. 101 shall not be required to be undertaken Notwithstanding the reduction as mentioned above IEIL shall not be required to add "and reduced" as a suffix to its name and IEIL shall continue in its existing name The share certificates of the Transferee Company in relation to the shares held by its equity shareholders shall, without any further application, act, instrument or deed be deemed to have been automatically cancelled pursuant to the reorganisation of capital and new share certificates in respect of equity shares with reduced face value and paid up value will be issued by the Transferee Company to its equity shareholders whose names are recorded in its Register of members on a record date to be fixed by the Board of Directors of the Transferee Company. It is clarified that the face value and paid up value of equity shares held in dematerialised form will be reduced automatically Issue of new equity shares by Transferee Company Upon the coming into effect of this Scheme and in consideration of the transfer and vesting of the Undertaking of the Transferor Company in the Transferee Company in terms of this Scheme, the Transferee Company shall, without any further application, act, instrument or deed, issue and allot to the equity shareholders of the Transferor Company, whose names are registered in the Register of Members of the Transferor Company on the Record Date (to be fixed by the Board of Directors of the Transferee Company) or his /her/ its legal heirs, executors or administrators or, as the case may be, successors, equity shares of Re. 1/- (Rupee One only) each, credited as fully paid up of the Transferee Company, in the ratio of 27 (Twenty Seven) equity shares of the face value of Re. 1/- (Rupee One only) each of the Transferee Company with rights attached thereto as mentioned in this Scheme for every 2 (two) equity shares of the face value of Rs. 10/- (Rupees Ten only) each credited as fullypaid-up held on the Record Date by such equity shareholders or their respective legal heirs, executors or administrators or, as the case may be, successors in the Transferor Company Where new equity shares of the Transferee Company are to be allotted to heirs, executors or administrators or, as the case may be, to successors of deceased equity shareholders of the Transferor Company, the concerned heirs, executors, administrators or successors shall be obliged to produce evidence of title satisfactory to the Board of Directors of the Transferee Company The ratio in which equity shares of the Transferee Company are to be issued and allotted to the shareholders of the Transferor Company is herein referred to as the Share Exchange Ratio. In the event that the Transferee Company restructures its equity share capital by way of share split/consolidation/issue of bonus shares during the pendency of the Scheme, the Share Exchange Ratio shall be adjusted accordingly to take into account the effect of such corporate action The share certificate of the Transferor Company in relation to the shares held by its equity shareholders shall, without any further application, act, instrument or deed, be deemed to have been automatically cancelled pursuant to the reorganisation of capital and new equity shares with the revised number of equity shares will be issued by the Transferee Company 10.5 General provisions: (a) Issue of shares in dematerialized/physical form : (i) In so far as the issue of new equity shares by the Transferee Company pursuant to Clause above is concerned, each of the shareholders of the Transferor Company holding shares in physical form shall have the option, exercisable by notice in writing by them to the Transferee Company on or before the Record Date, to receive, the new equity shares of the Transferee Company either in certificate form or in dematerialised form, in lieu of their shares in the Transferor Company in 14

15 (ii) accordance with the terms hereof. In the event that such notice has not been received by the Transferee Company in respect of any of the members of the Transferor Company, the shares of the Transferee Company shall be issued to such members in physical form. Those of the members of the Transferor Company who exercise the option to receive the shares in dematerialised form shall be required to have an account with a depository participant and shall provide full details thereof and such other confirmations as may be required in the notice provided by such shareholder to the Transferee Company. It is only thereupon that the Transferee Company shall issue and directly Credit the demat/dematerialised securities account of such member with the new equity shares of the Transferee Company. The physical share certificates representing the equity shares of the Transferor Company shall stand automatically and irrevocably cancelled on the issue of new equity by the Transferee Company in terms of Clause above Each of the members of the Transferor Company holding shares of the Transferor Company in dematerialised form shall have the option, exercisable by notice in writing by them to the Transferee Company on or before the Record Date, to receive, the new equity shares of the Transferee Company either in certificate form or in dematerialised form, in lieu of their shares in the Transferor Company in accordance with the terms hereof. In the event that such notice has not been received by the Transferee Company in respect of any of the members of the Transferor Company, the shares of the Transferee Company shall be issued to such members in dematerialised form as per the records maintained by the National Securities Depository Limited and/or Central Depository Services (India) Limited on the Record Date in terms of Clause above. (b) Pending share transfers, etc. : (i) (ii) In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholder of the Transferor Company, the Board of Directors of the Transferee Company shall be empowered in appropriate cases, prior to or even subsequent to the Record Date, to effectuate such a transfer as if such changes in the registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transferor or transferee of equity shares in the Transferor Company, after the effectiveness of this Scheme; The new equity shares to be issued by the Transferee Company pursuant to this Scheme in respect of any equity shares of the Transferor Company which are held in abeyance under the provisions of Section 206A of the Act or otherwise shall pending allotment or settlement of dispute by order of Court or otherwise, be held in abeyance by the Transferee Company. (c) New Equity Shares subject to same terms: (d) (i) (ii) The new equity shares issued and allotted by the Transferee Company in terms of this Scheme shall be subject to the provisions of the Memorandum and Articles of Association of the Transferee Company and shall inter-se rank pari passu in all respects with the then existing equity shares of the Transferee Company, including in respect of dividend, if any, that may be declared by the Transferee Company on or after the Effective Date; The new equity shares of the Transferee Company issued in terms of Clause of this Scheme will be listed and/or admitted to trading on the Bombay Stock Exchange Limited where the shares of the Transferee Company are listed and/or admitted to trading. The Transferee Company shall enter into such arrangements and give such confirmations and/ or undertakings as may be necessary in accordance with the applicable laws or regulations for complying with the formalities of the said stock exchanges. Obtaining of approvals: For the purpose of issue of equity shares to the shareholders of the Transferor Company, the Transferee Company shall, if and to the extent required, apply for and obtain the required statutory approvals and approvals of other concerned regulatory authorities including the Reserve Bank of India for the issue and allotment by the Transferee Company of such equity shares. 15