Notice of the Court Convened Meeting of Equity Shareholders of Sigma

SIGMA ELECTRIC MANUFACTURING PRIVATE LIMITED (formerly known as Sunk Rock Metal Foundries India Private Limited) REG. OFFICE: GAT NO. 154/1, MAHALUNGE VILLAGE, POST CHAKAN PUNE -410501, MAHARASHTRA CIN: U74999PN2016PTC165939, Website:www.sigmaelectric.com, Contact No. +91 960 400 3998

NOTICE – EQUITY SHAREHOLDERS

SIGMA ELECTRIC MANUFACTURING PRIVATE LIMITED (FORMERLY KNOWN AS SUNK ROCK METAL FOUNDRIES INDIA PRIVATE LIMITED)

Registered Office : Gat No. 154/1 Mahalunge Village, Post Chakan, Pune, Maharashtra – 410501, India

Tel. No. : +91 9604003998

CIN : U74999PN2016PTC165939

Website : www.sigmaelectric.com

Email : [email protected]

NOTICE OF THE COURT CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF SIGMA ELECTRIC MANUFACTURING PRIVATE LIMITED

MEETING:

Day : Monday Date : 12th day of June 2017 Time : 12:00 noon (1200 hours) Venue : Gat No. 154/1 Mahalunge Village, Post Chakan, Pune, Maharashtra – 410501, India

INDEX

S. No. Contents Page No. 1. Notice convening the meeting of the equity shareholders of Sigma Electric Manufacturing Private Limited (Formerly known as Sunk Rock Metal Foundries India Private Limited) under the provisions of Sections 230-232 of the Companies Act, 2013 read with Rule 6 of 3-6 the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

2. Explanatory Statement under Section 230 of the Companies Act 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 7-21

3. Exhibit I

22-24 Copy of the Report under Section 232 (2) (c) adopted by the Board of Directors of the Sigma Electric Manufacturing Corporation Private Limited. 4. Exhibit II

Copy of the Report under Section 232 (2) (c) adopted by the Board of Directors of Sigma 25-27 Electric Manufacturing Private Limited (Formerly known as Sunk Rock Metal Foundries India Private Limited). 5. Exhibit III 28-49

Copy of the proposed Scheme of Amalgamation sought to be implemented between Sigma Electric Manufacturing Corporation Private Limited And Sigma Electric Manufacturing Private Limited (Formerly known as Sunk Rock Metal Foundries India Private Limited) and their respective Shareholders and Creditors. 6 Exhibit IV

50-58 Supplementary unaudited accounting statement of Sigma Electric Manufacturing Corporation Private Limited for the period ended 31st December 2016 7. Exhibit V

Supplementary Unaudited accounting statement of Sigma Electric Manufacturing Private 59-62 Limited (Formerly known as Sunk Rock Metal Foundries India Private Limited) for the period ended 31st December 2016. 8. Proxy Form 63-65 9. Attendance Slip 66

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH, AT MUMBAI

COMPANY APPLICATION NO. 538 OF 2017 In the matter of Companies Act, 2013; And In the matter of Sections 230 to 232 of the Companies Act, 2013; And In the matter of Sigma Electric Manufacturing Corporation Pvt. Ltd; And In the matter of Sigma Electric Manufacturing Pvt. Ltd, (Formerly known as Sunk Rock Metal Foundries India Pvt. Ltd.); And In the matter of Scheme of Amalgamation between Sigma Electric Manufacturing Corporation Pvt. Ltd. And Sigma Electric Manufacturing Pvt. Ltd (Formerly known as Sunk Rock Metal Foundries India Pvt. Ltd.) and their respective Shareholders and Creditors Sigma Electric Manufacturing ) Pvt. Ltd (Formerly Known as Sunk ) Rock Metal Foundries India Pvt. Ltd.) ) a Private Limited Company ) incorporated under the provisions ) of the Companies Act, 2013, having ) its registered office at Gate No. 154/1 ) Mahalunge, Village Post Chakan, ) Pune, Maharashtra- 410 501 ) … Applicant Company/Transferee Company

NOTICE OF COURT CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF SIGMA ELECTRIC MANUFACTURING PRIVATE LIMITED (FORMERLY KNOWN AS SUNK ROCK METAL FOUNDRIES INDIA PRIVATE LIMITED)

To,

The equity shareholders of Sigma Electric Manufacturing Private Limited:

NOTICE is hereby given that by Order dated 3rd May 2017 in the abovementioned Company Application (the “Order”), the Hon’ble National Company Law Tribunal, Bench at Mumbai (“NCLT”) has directed a meeting of the equity shareholders of the Sigma Electric Manufacturing Private Limited (Formerly known as Sunk Rock Metal Foundries India Private Limited) (“Transferee Company”) be convened and held at 12:00 noon on the 12th day of June 2017 at Gat No. 154/1 Mahalunge Village, Post Chakan, Pune, Maharashtra – 410501, India for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation between Sigma Electric Manufacturing Corporation Private Limited and Sigma Electric Manufacturing Private Limited (Formerly known as Sunk Rock Metal Foundries India Private Limited.) and their respective shareholders and creditors (the “Scheme”).

In pursuance of the said Order and as directed therein, further notice is hereby given that a meeting of the equity shareholders of the Transferee Company will be held at 12:00 noon on the 12th day of June 2017 at Gat No. 154/1 Mahalunge Village, Post Chakan, Pune, Maharashtra – 410501, India at which time and place you are requested to attend. At the meeting, the following resolution will be considered and if thought fit, be passed, with or without modifications(s):

“RESOLVED THAT pursuant to the provisions of Sections 230 - 232 and other applicable provisions of the Companies Act,2013, the rules, circulars and notifications made thereunder (including any statutory modification or re-enactment thereof) as may be applicable, and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon’ble National Company Law Tribunal, Bench at Mumbai (the “NCLT”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the arrangement embodied in the Scheme of Amalgamation between Sigma Electric Manufacturing Corporation Private Limited and Sigma Electric Manufacturing Private Limited (Formerly known as Sunk Rock Metal Foundries India Private Limited.) and their respective shareholders and creditors (the “Scheme”) placed before this meeting and initialed by the Chairman of the meeting for the purpose of identification, be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to obtain sanction of the Scheme and further give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and /or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper.”

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 registered office of the Transferee Company at Gat No. 154/1 Mahalunge Village, Post Chakan, Pune, Maharashtra – 410501, India not later than 48 (forty eight) hours before the time fixed for the aforesaid meeting. The form of proxy can be obtained free of charge from the registered office of the Transferee Company.

Copies of the Scheme and of the Explanatory Statement, under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 along with all related documents, can be obtained free of charge at the registered office of the Transferee Company at Gat No. 154/1 Mahalunge Village, Post Chakan, Pune, Maharashtra – 410501 India, or at the office of its advocates, Luthra & Luthra Law Offices, 9th Floor, Ashoka Estate, 24, Barakhamba Road, New Delhi- 110 001, India.

The NCLT has appointed Mr. Pravin Krishnarao Nagale, and failing him, Mr. Milind Mukund Bhide, and failing him Mr. Rohan Rajiv Malhotra to be the Chairperson of the said meeting including for any adjournment or adjournments thereof.

The Scheme, if approved in the aforesaid meeting, will be subject to the subsequent approval of NCLT.

6. The quorum of the meeting of the equity shareholders shall be 2 equity shareholders. In accordance with the provisions of Sections 230 – 232 of the Companies Act, 2013, the Scheme shall be acted upon only if a majority of persons representing three fourth in value of the equity shareholders of the Transferee Company, voting in person or by proxy, agree to the Scheme.

7. A registered equity shareholder or his proxy, attending the meeting, is requested to bring the Attendance Slip duly completed and signed.

8. The documents referred to in the accompanying Scheme and/or the Explanatory Statement shall be open for inspection by the equity shareholders at the registered office of the Transferee Company between 10.00 a.m. and 12.00 noon on all days (except Saturdays, Sundays and public holidays) up to the date of the meeting.

9. The Notice, together with the documents accompanying the same, is being sent to all the equity shareholders either by registered post or speed post/airmail or by courier service or electronically by e-mail. The Notice will be displayed on the website of the Transferee Company: www.sigmaelectric.com.

10. The notice convening the meeting, the date of dispatch of the notice, the Scheme and Explanatory Statement, , will be published through advertisement in the following newspapers, namely (i) the Pune edition of “Indian Express” in the English language; and (ii) translation thereof in the Pune edition of “Loksatta” in the Marathi language.

11. Mr. Dhananjay V. Athare Patil, Advocate (Enrolment No. MAH 3121/2006) has been appointed as the scrutinizer to conduct the voting process at the venue of the meeting in a fair and transparent manner.

12. The scrutinizer will submit his combined report to the Chairperson of the meeting after completion of the scrutiny of the votes cast by the equity shareholders of the Transferee Company at the venue of the meeting. The scrutinizer’s decision on the validity of the vote shall be final. The results of the votes cast at the venue of the meeting will be announced on or before 13th day of June 2017 at the registered office of the Transferee Company. The results, together with the scrutinizer’s reports, will be displayed at the registered office of the Transferee Company and on the website of the Transferee Company: www.sigmaelectric.com.

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH, AT MUMBAI

COMPANY APPLICATION NO. 538 OF 2017 In the matter of Companies Act, 2013; And In the matter of Sections 230 to 232 of the Companies Act, 2013; And In the matter of Sigma Electric Manufacturing Corporation Pvt. Ltd; And In the matter of Sigma Electric Manufacturing Pvt. Ltd, (Formerly known as Sunk Rock Metal Foundries India Pvt. Ltd.); And In the matter of Scheme of Amalgamation Between Sigma Electric Manufacturing Corporation Pvt. Ltd. And Sigma Electric Manufacturing Pvt. Ltd (Formerly known as Sunk Rock Metal Foundries India Pvt. Ltd.) and their respective Shareholders and Creditors Sigma Electric Manufacturing ) Pvt. Ltd ( Formerly Known as Sunk ) Rock Metal Foundries India Pvt. Ltd.) ) a Private Limited Company ) incorporated under the provisions ) of the Companies Act, 2013, having ) its registered office at Gate No. 154/1 ) Mahalunge, Village Post Chakan, ) Pune, Maharashtra- 410 501 ) … Applicant Company/Transferee Company

EXPLANATORY STATEMENT UNDER SECTIONS 230 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

1. Pursuant to the order dated 3rd day of May 2017, passed by the Hon’ble National Company Law Tribunal, Bench at Mumbai (the “NCLT”) in C.A. 538 of 2017 (the “Order”), a meeting of the equity shareholders of Sigma Electric Manufacturing Private Limited (Formerly known as Sunk Rock Metal Foundries India Private Limited) (hereinafter referred to as the “Transferee Company” as the context may admit) is being convened at Gat No. 154/1 Mahalunge Village, Post Chakan, Pune, Maharashtra – 410501 on Monday, the 12th day of June 2017 at 12:00 noon (1200 hours) for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation between Sigma Electric Manufacturing Corporation Private Limited (the “Transferor Company”) and the Transferee Company and their respective shareholders and creditors under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013 (the “Scheme”). The Transferor Company and the Transferee Company are together referred to as “Companies”. A copy of the Scheme approved by the Board of Directors of the Transferee Company at their meeting held on the 11th day of March 2017 is enclosed as Exhibit III. A copy of the Report under Section 232 (2) (c) adopted by the Board of Directors of the Transferor Company and the Transferee

Company are enclosed as Exhibit I and Exhibit II respectively. Capitalized terms used herein but not defined shall have the meaning assigned to them in the Scheme, unless otherwise stated.

2. In terms of the Order, the quorum of the meeting of the equity shareholders of the Transferee Company shall be 2 equity shareholders. Further, in terms of the said Order, the NCLT has appointed Mr. Pravin Krishnarao Nagale, and failing him, Mr. Milind Mukund Bhide, and failing him Mr. Rohan Rajiv Malhotra to be the Chairperson of the said meeting including for any adjournment or adjournments thereof. Equity shareholders would be entitled to vote in the said meeting either in person or through proxy.

Salient Features of the Scheme

3. The Scheme provides for the transfer and merger of the entire Business Undertaking (as defined in the Scheme) of the Transferor Company with the Transferee Company, which will result in consolidation of the business carried out by the Transferor Company and the Transferee Company in one entity, i.e. the Transferee Company. This would be followed by dissolution without winding up of the Transferor Company and the consequent cancellation of the entire equity share capital of the Transferor Company held by the Transferee Company pursuant to Sections 230-232 of the Companies Act, 2013. This proposal is to be implemented in terms of the Scheme under Sections 230-232 of the Companies Act, 2013.

4. The Scheme shall be operative from the Effective Date with effect from the Appointed Date. Effective Date of the Scheme shall be taken as the date on which the order of the NCLT sanctioning the Scheme is received and a certified order of the same is filed with the Registrar of Companies, Pune.

5. The Scheme would result in the following benefits, which would be in the best interest of shareholders, creditors and employees of the Companies:

i. Focused operational efforts, realizing synergies in terms of compliance, governance, administration and costs between the Transferor Company and the Transferee Company. ii. Efficiency in cash management of the merged entity and improved access to cash flows generated by the combined business which can be deployed more efficiently to maximize shareholder value. iii. Merged entity will experience operational synergies in areas such as raw material sourcing, product placement, marketing and sales promotion initiatives, freight optimization and logistics, organizational capability and leadership so as to compete successfully in the industry.

6. The financial position of the Transferor Company and the Transferee Company shall not be adversely affected by the scheme. Subsequent to the transfer and merger of the Transferor Company with the Transferee Company, the resultant Transferee Company shall continue to remain strong and will be able to meet their obligations and pay their debts as and when they arise.

7. Upon the coming into effect of the Scheme and with effect from the Appointed Date:

a. all contracts, deeds, bonds, arguments, schemes, arrangements and other instruments of whatsoever nature in relation to the Transferor Company shall continue in full force and effect on or against or in favour of the resultant Transferee Company

b. all assets of the Transferor Company shall be deemed to be transferred to the Transferee Company

c. all debts, borrowings, liabilities, duties and obligations provided and accounted in the books of the Transferor Company shall be deemed to be transferred to the Transferee Company to the extent that

they are outstanding on the Effective Date and shall become the debts, borrowings liabilities, duties and obligations of the resultant Transferee Company.

d. all employees of the Transferor Company shall become the employees of the resultant Transferee Company, without any break or interruption in service and on the terms and conditions of employment not less favorable than those on which they are engaged with the Transferor Company.

e. All legal, taxation or any other proceeding of whatsoever nature by or against the Transferor Company shall be continued with the Transferee Company as per the applicable law.

8. Upon the effectiveness of the Scheme and as a consequence of the amalgamation, the reserves and surplus of the Transferor Company would be consolidated with the reserves and surplus of the Transferee Company and the book value of investments of the Transferee Company in the Transferor Company (the “Investments”), as on the appointed date shall be cancelled and corresponding cancellation of full value of Investment shall be adjusted against the reserves and surplus of the merged balance sheet of the Transferee Company in sequence of the securities premium account, capital redemption account, general reserve, capital investment subsidy and the balance against the profit and loss account of the Transferee Company. Such reduction on account of reduction of share premium would be up to the entire share premium account recorded in the books of accounts of the Transferee Company and there is no reduction in the paid up share capital of the Transferee Company.

9. The Scheme is conditional upon and subject to: a. The Scheme being approved and sanctioned by the NCLT whether with any modification or amendment as the NCLT may deem appropriate or otherwise; and b. All sanctions and approvals of all government authorities concerned being granted and obtained in respect of any matters provided for or relating to the Scheme for which such sanction or approval is required. c. The Scheme being agreed to (in the manner prescribed) by the respective requisite majorities of the shareholders and/or creditors of the Transferor Company and the Transferee Company as required under the Companies Act, 2013 as applicable, and the requisite orders of the NCLT being obtained. d. The certified copy of the order of the NCLT sanctioning the Scheme being filed with the Registrar of Companies by the Transferor Company and the Transferee Company.

You are requested to read the entire text of the Scheme to get fully acquainted with the provisions thereof.

Corporate Approvals

10. The proposed Scheme was placed before the Board of Directors of the Transferor Company at its meeting held on the 29th day of March 2017. The meeting of the Board of Directors held on the 29th day of March 2017 was attended by 4 (Four) directors, namely Mr. Kirankumar Yashvantrai Acharya, Mr. Viren Ajit Joshi, Mr. Joseph Gerard Del Toro and Mr. Samir Purushottam Inamdar, in person. None of the directors of the Transferor Company who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the directors of the Transferee Company who attended and voted at the meeting.

11. The proposed Scheme was placed before the Board of Directors of the Transferee Company, at its meeting held on the 11th day of March 2017. The meeting of the Board of Directors held on the 11th day of March 2017 was attended by 2 (Two) directors, namely Mr. Joseph Gerard Del Toro and Mr. Charles Joseph Burns in person.

None of the directors of the Transferee Company who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the directors of the Transferee Company who attended and voted at the meeting.

Approvals and Actions taken in relation to the Scheme

12. The Companies or any of them would obtain such necessary approvals/sanctions/no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, if so required.

13. The Scheme was filed by the Companies with the Registrar of Companies on the 9th of May 2017.

Other matters

14. No investigation proceedings have been instituted or are pending in relation to the Companies under Sections 210 to 229 of Chapter XIV of the Companies Act 2013 or under the corresponding provisions of the Companies Act 1956. Further, no proceedings are pending under the Companies Act 2013 or under the corresponding provisions of the Companies Act 1956 against any of the Companies. To the knowledge of the Companies, no winding up proceedings have been filed or are pending against them under the Companies Act 2013 or the corresponding provisions of the Companies Act 1956.

15. The Scheme shall not in any manner be prejudicial to the interests of the concerned shareholders, creditors and/or the general public at large.

16. The authorized, issued, subscribed and paid-up share capital of the Transferor Company as on 31st December, 2016 is as under:

Particulars Amount in INR

Authorised share capital 150,000,000 15,000,000 equity shares of Rs.10 each

Issued, Subscribed and paid up 18,434,270 1,843,427 equity shares of Rs.10 each fully paid up

17. The authorized, issued, subscribed and paid-up share capital of the Transferee Company as on 31st December, 2016 is as under:

Particulars Amount in INR

Authorised share capital 1,000,000 equity shares of Rs.10 each 10,000,000

Issued, subscribed and paid-up 7,58,140 equity shares of Rs.10 each 75,81,400

The Transferee Company had also issued compulsory convertible debentures, the details of which are as under:

Compulsorily Convertible Debentures Amount in INR

3,90,40,300 compulsorily convertible debentures 3,90,40,30,000 with a face value of Rs.100/- each

Subsequent to 31st December and on 31st March, 2017, the Transferee Company has capitalized a sm of Rs. 21,22,79, 200 (Rupees Twenty One Crore Twenty Two Lakh Seventy Nine Thousand Two Hundred only) standing to the credit of the securities premium account of the Transferee Company for the purpose of issuance of 2,12,27,920 (Two crore, Twelve Lakh, Twenty Seven Thousand Nine Hundred and Twenty) bonus shares of Rs. 10 (Rupees Ten only) each, credited as fully paid up shares to the existing shareholders of the Transferee Company. Prior to the issue of the aforesaid bonus issuance, the authorized share capital of the Transferee Company had been increased to Rs. 22,00,00,000 (Rupees Twenty Two Crore only) consisting of 2,20,00,000 (Two Crore Twenty Lakh) equity shares having a face value of Rs. 10/- (Rupees Ten only) each.

18. The Transferor Company is a wholly owned subsidiary of the Transferee Company. Accordingly the details of the shareholding on 31st December 2016 are as under:

S. Name of Shareholder Address No. of No. Shares

Sigma Electric Manufacturing Gat No. 154/1 Mahalunge Private Limited (Formerly known Village, Post Chakan, Pune, 18,43,426 1 as Sunk Rock Metal Foundries Maharashtra – 410501, India India Private Limited)

Sunk Rock Mauritius Acquisition 10th Floor, Ebene Heights Company, Mauritius (as a nominee Building, 34 Ebene 1 2 of Sigma Electric Manufacturing Cybercity, Ebene, Mauritius. Private Limited)

19. The name and addresses of the shareholders of the Transferee Company including their relevant shareholding in the Companies for the purposes of the Scheme are as under:

S. Name of Shareholder Address No. of No. Shares

10th Floor, Ebene Heights Sunk Rock Mauritius Acquisition 1 Building, 34 Ebene 758139 Company, Mauritius . Cybercity, Ebene, Mauritius

10th Floor, Ebene Heights Sunk Rock Mauritius Finance 2 Building, 34 Ebene 1 Company, Mauritius . Cybercity, Ebene, Mauritius.

20. The details of the directors of the Transferor Company as on date are as follows:

S. Name of Director Address of the Director DIN No. 1. Ms. Heather Lynne 12 Coleman Ave East Chatham New Jersey 07772569 Faust 07928, USA 2. Mr. Tariq Abdalla 158 W 81 St 64 New York 100245957, USA 07750283 Mohamed Osman 3. Mr. Kirankumar 02, Swikar Tenament, Nr. Tulip Bunglow 02738580 Yashvantrai Acharya Thaltej, Ahmedabad, Gujarat, India 4. Mr. Viren Ajit Joshi 02, Odyssey 2, Flat No - 2201, 22nd Floor, 01331107 Hiranandani Gardens, Powai Mumbai, India 5. Mr. Joseph Gerard Del 78, Paulding Drive, Chappaqua, New York – 07590354 Toro 10514, USA 6. Mr. Samir Purushottam G-19, Epsilon, Yemlur Main Road, Bangalore 00481968 Inamdar - 560037 7. Mr. William Thompson 54 Britiani Rd Southbury Connecticut 07778057 Tolley 064884651 USA 8. Mr. Thomas Kerr 4908 Westbriar Dr Fort Worth Texas 07779239 Armstrong Jr. 761093127, USA 9. Ms. Joyce 64 Deer Crest Pl Danville California 07764149 Demonteverde 945066028, USA Schnoedl 10. Mr. Niteen Ganesh 43/35, Vrindavan, Sahyadri,Soc, 03058146 Inamdar Pune Maharashtra India 411001

21. The details of the directors of the Transferee Company as on date are as follows:

S. Name of Director Address of the Director DIN No. 1. Mr. Joseph Gerard Del 78, Paulding Drive, Chappaqua, New York – 07590354 Toro 10514, USA 2. Mr. Kirankumar 02, Swikar Tenament, Nr. Tulip Bunglow 02738580 Yashvantrai Acharya Thaltej, Ahmedabad, Gujarat, India 3. Mr. Charles Joseph 241 East 46th St. , Apt. 1B, New York, NY- 07590353 Burns 10017

22. In the event that the Scheme is withdrawn in accordance with its terms, the Scheme shall stand revoked, cancelled and be of no effect and null and void.

23. Statement disclosing details of Scheme of Amalgamation as per Section 230 (3) of the companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016:

Sigma Electric Manufacturing Sigma Electric Manufacturing Private Limited (Formerly known Corporation Pvt. Ltd. as Sunk Rock Metal Foundries S. NO. PARTICULARS India Pvt. Ltd.)

TRANSFEROR COMPANY TRANSFEREE COMPANY

DETAILS OF THE ORDER OF THE NCLT DIRECTING THE CALLING, CONVENING AND CONDUCTING OF THE 1. MEETING a. Date of Order 3rd May 2017 b. Date of Meeting 12th June 2017 c. Time of Meeting 12:00 noon (1200 hours) Gat No. 154/1 Mahalunge Village, Post Chakan, Pune, Maharashtra – d. Venue of Meeting 410501, India

2. DETAILS OF THE COMPANIES Corporate Identification a. Number (CIN)/ or Global U31909PN1996PTC101929 U74999PN2016PTC165939 Location Number (GLN) Permanent Account AAXCS4352F b. 88AADCS9493H Number (PAN)

Sigma Electric Manufacturing c. Sigma Electric Manufacturing Private Limited (Formerly Sunk Name of the company Corporation Private Limited Rock Metal Foundries India Private Limited) d. Date of incorporation 19/08/1996 11/08/2016

Type of the company e. (public/private/one-person Private Company Private Company company)

Gat No 154/1 Mahalunge Village Gat No 154/1 Mahalunge Village f. Registered office address Post Chakan Pune Maharashtra Post Chakan Pune Maharashtra 410501 India 410501 India g. E-mail address [email protected] [email protected] 1. To act as buying and selling To manufacture, buy, sell, agents and/or to manufacture, buy, export, import, deal in, assemble, sell, source, export, import, deal, fit, repair, convert overhaul, assemble, fit, repair, convert, alter, maintain and improve all Summary of main objects overhaul, alter, maintain and h. types, grades and varieties of as per the memorandum of improve all types, grades and electrical components devices, association varieties of electrical components, appliances, fittings, accessories, devices, appliances, fittings, equipments, industrial castings, accessories, equipments, industrial and electrical hardware. castings and other electrical

hardware (including raw materials and constituent parts thereof) and to acquire any business relating to or any entities engaged in such activities.

2. To act as consultants and advisors on all matters in the fields of management, organization or administrative activities, market research, accounting, commerce, technology, engineering and process planning and to render services on matters relating to business intelligence, strategy planning, scientific or mathematical information, front and back office operations and system analysis, database, information and data centers, image and data processing systems, for any commercial or non commercial entity whether in India or abroad To act as a buying and selling The Transferor Company is agents and/or to manufacture, engaged in the business of inter repair, overhaul, maintain and alia manufacture, sale, purchase, otherwise deal in electrical Main business carried on repair overhaul, export, import, components, devices, appliances i. by the company assembling, fitting, alteration, and other electrical hardware and to maintenance and improvement of acquire any business relating to or electronic devices and any entities engaged in such equipment. activities.

The Transferor Company was The Transferee Company was incorporated on 19 August 1996 incorporated as M/s Sunk Rock under the provisions of the Metal Foundries India Private Companies Act, 1956, under the Limited on 11th August, 2016 under name and style of Sage Electrical the provisions of the Companies Manufacturing Company Private Act, 2013. The name of the Limited. The name of the Transferee company has Transferor Company was subsequently been changed to Details of change of name, subsequently changed to Semco Sigma Electric Manufacturing registered office and j. Electric Private Limited and a Private Limited and a fresh objects of the company fresh certificate of incorporation certificate of incorporation pursuant during the last five years was issued on 20 October, 2000, to change in name has been issued by the Registrar of Companies, effective from 31st January, 2017 by Pune. The name of the the Registrar of Companies, Pune. Transferor Company was further The registered office of the subsequently changed to Sigma Transferee Company has also been Electric Manufacturing changed from Flat No. B1/204, S.N. Corporation Private Limited and 18/7 + 8A/1, Rose Parade a fresh certificate of Kondwakhd, Near Sai Dwarkamai,

incorporation was issued on 18 Pune, Maharasthra, India 411048 to June 2013 by the Registrar of Gate No 154/1 Mahalunge Village Companies, Pune. Post Chakan Pune Maharashtra 410501 India. There has been no change in the registered office or main objects There has been no change in the of the Transferor Company in main objects of the Transferee last five years. Company in the last five years. Name of the stock exchange (s) where k. Not applicable. securities of the company are listed, if applicable Details of the capital structure of the company - As per Paragraph 16 of the As per Paragraphs 17 of the l. Authorized, Issued, Explanatory Statement. Explanatory Statement. Subscribed and Paid up Share Capital Names of the promoters As per Paragraphs 18 and 20 of As per Paragraphs 19 and 21 of the m. and directors along with the Explanatory Statement. Explanatory Statement their addresses. Details of any relationship subsisting between companies who are parties to the Scheme of The Transferor Company is a wholly owned subsidiary of the Transferee 3. Compromise or company. Arrangement, Including Holding, Subsidiary or of Associate Companies. Date of the Board Meeting at which the scheme was approved by the Board of March 29, 2017; March 11, 2017; Directors including the name of the directors who The resolution was passed The resolution was passed 4. voted in favour of the unanimously by such directors unanimously by such directors and resolution, who voted and in such manner as have been in such manner as have been against the resolution and elucidated at Paragraph 10 of the elucidated at Paragraph 11 of the who did not vote or Explanatory Statement. Explanatory Statement. participate on such resolution

5. DETAILS OF THE SCHEME OF COMPROMISE OR ARRANGEMENT Parties involved in such 1. Sigma Electric Manufacturing Corporation Private Limited; a. compromise or 2. Sigma Electric Manufacturing Private Limited (formerly arrangement; known as Sunk Rock Metal Foundries India Private Limited). b. In case of amalgamation or merger: i. Appointed Date October 31, 2016 Effective Date of the Scheme shall be taken as the date on which the ii. Effective Date order of the NCLT sanctioning the Scheme is received and a certified order of the same is filed with the Registrar of Companies, Pune. Share Exchange Ratio is inapplicable in the current transaction iii. Share Exchange Ratio considering that this transaction involves the merger of a wholly owned

subsidiary into its parent company and as a result the entire equity share capital of the Transferor Company held by the Transferee Company shall stand cancelled and no shares shall be issued as consideration for the merger. Summary of valuation report (if applicable) Since this transaction involves a merger of a wholly owned subsidiary including basis of company into its parent company, there will not be any issue of shares c. valuation and fairness as consideration and consequently there is no requirement for obtaining opinion of the registered a valuation certificate. valuer, if any. Upon the effectiveness of the Scheme and as a consequence of the amalgamation, the reserves and surplus of the Transferor Company would be consolidated with the reserves and surplus of the Transferee Company and the book value of investments of the Transferee Company in the Transferor Company , as on the appointed date shall be cancelled and corresponding cancellation of full value of such investment shall be Details of capital or debt adjusted against the reserves and surplus of the merged balance sheet of d. restructuring, if any the Transferee Company in sequence of the securities premium account, capital redemption account, general reserve, capital investment subsidy and the balance against the profit and loss account of the Transferee Company. Such reduction on account of reduction of share premium would be up to the entire share premium account recorded in the books of accounts of the Transferee Company and there is no reduction in the paid up share capital of the Transferee Company. Rationale for the As per Paragraph 5 of the Explanatory Statements and Clause B of the e. compromise or Scheme. arrangement Benefits of the compromise or The proposed amalgamation shall result in consolidating the business arrangement as perceived and synergies in the Transferee Company, and enable it to become cost f. by the Board of directors competitive and efficient in its operations. It shall also result in a single to the company, members, simple consolidated and transparent ownership structure. creditors and others (as applicable) (Indian) Rupees 390,67,84,277

This figure consists of:

i. The value of the compulsory convertible debentures of the Amounts due to unsecured Transferee Company held by Sunk g. creditors as of December (Indian) Rupees 98,41,04,410 Rock Mauritius Finance Company 31, 2016 as on 31st December 2016: Rs. 390,40,30,000 ii. Professional fees owed as on 31st December 2016: Rs. 90,000 iii. Advances against services to be rendered, outstanding on 31st December 2016: Rs. 26, 63,977 6. DISCLOSURE ABOUT EFFECT OF COMPROMISE OR ARRANGEMENT ON:

The key managerial personnel (as defined under the Companies Act, 2013 and rules made No effect upon the existing key thereunder) who are in the managerial personnel. It is intended service of the Transferor that the key managerial personnel of Company shall become except insofar as they are a. Key managerial personnel employees of the Transferee employees of the Transferor Company without any break or Company shall be appointed as key interruption in service and on the managerial personnel of the terms and conditions of Transferee Company. employment not less favorable than those on which they are engaged with the Company. The Directors may be appointed as directors of the Transferee Company as per the decisions There shall be no effect upon the taken in this regard by the Board b. Directors Directors of the Transferee of Directors of the Transferee Company Company, in its discretion and approved by the shareholders of the Transferee Company. The promoter of the Transferee Company which in turn is the There shall be no effect upon the promoter of the Transferor Promoters of the Transferee c. Promoters Company shall continue to hold Company with respect to their the entire shareholding of the interests. Transferee Company post- merger. The Transferor Company does The Transferee Company does not not have any non-promoter have any non-promoter members d. Non-promoter members members and therefore, there is and therefore, there is no effect of no effect of the transaction on the transaction on any non-promoter any non-promoter members. members. The Companies do not have any depositors and therefore there is no e. Depositors effect of the transaction on depositors. There shall be no effect upon the creditors of the Transferee Company with respect to their interests. For the sake of clarity it is The proposed amalgamation of specified that the reduction of the the Transferor Company into its securities premium account or the parent company will not cause capital redemption account of the any prejudice to the creditors of merged Company shall be effected f. Creditors the Transferor Company as no as an integral part of the scheme such liabilities are being reduced and pursuant to the order of the or extinguished under the National Company Law Tribunal Scheme. under Section 230-232 of the Companies Act, 2013 and does not involve either a diminution of the liability of the Transferor Companies or reduction in the

existing paid-up shares capital of the Transferee Company in respect of the unpaid share capital. Further, the proposed restructuring would not in any way adversely affect the ordinary operations of the Transferee Company or the ability of the Transferee Company to honour its commitments or to pay its debts in the ordinary course of business upon the merger being effective. There are no debenture holders of the Transferor Company. There shall be no effect upon the Therefore the question of the debenture holders of the Transferee g. Debenture holders effect of the scheme on such Company with respect to their persons, is in the present interests instance, inapplicable There are no deposit trustees or There are no deposit trustees or debenture trustees of the debenture trustees of the Transferee Deposit trustee and Transferor Company. Therefore Company. Therefore the question h. debenture trustee the question of the effect of the of the effect of the scheme on such scheme on such persons, is in the persons, is in the present instance, present instance, inapplicable inapplicable All officers, staff, workmen and employees forming part of the Transferor Company who are in service on the date immediately preceding the Effective Date of the scheme, shall become the There shall be no effect upon the officers, staff, workmen and Employees of the employees of the Transferee i. employees of the Transferee company Company with respect to their Company without any break or interests interruption in service and on terms and conditions of employment not less favorable than those on which they were engaged by the Transferor Company. DISCLOSURE ABOUT EFFECT OF COMPROMISE OR ARRANGEMENT ON MATERIAL INTERESTS OF CERTAIN 7. CATEGORIES OF INDIVIDUALS The directors have no material interests that shall be affected by the Scheme of Arrangement that is proposed to be entered into, with the a. Directors exception of Mr. Kirankumar Yashvantrai Acharya and Mr. Joseph Del Toro who are also directors of the Transferee Company. Mr. Kirankumar Acharya, is a KMP as per the provisions of the Companies Act, 2013 of the Transferor Company. He is also a Director of the Transferee Company and post-merger it is intended that he may b. Key Managerial Personnel be appointed designated as the Chief Financial Officer basis approval of the Board of Directors of the Transferee Company on the existing same terms and conditions of his employment.

There are no debenture trustees There are no debenture trustees of of the Transferor Company. the Transferee Company. Therefore Therefore the question of the c. Debenture trustee the question of the effect of the effect of the scheme on such scheme on such persons, is in the persons, is in the present present instance, inapplicable instance, inapplicable Investigation or proceedings if, any 8. None. Also see Paragraphs 14 of the Explanatory Statement. pending against the company under the Act.

DETAILS OF THE AVAILABILITY OF DOCUMENTS FOR OBTAINING EXTRACT FROM OR FOR MAKING OR 9. OBTAINING COPIES OF OR FOR INSPECTION BY THE MEMBERS AND CREDITORS

Latest audited financial Available for inspection and making copies thereof at the registered statements of the company a. office of the Company from 10 AM to 12 PM on all weekdays except including consolidated public holidays. financial statements Copy of the order of Tribunal in pursuance of Available for inspection and making copies thereof at the registered b. which the meeting is to be office of the Company from 10 AM to 12 PM on all weekdays except convened or has been public holidays. dispensed with Copy of scheme of Available for inspection and making copies thereof at the registered c. compromise or office of the Company from 10 AM to 12 PM on all weekdays except arrangement public holidays. Contracts or agreements material to the There are no contracts or agreements material to the Scheme of d. compromise or Amalgamation arrangement Certificate issued by Auditor of the company to the effect that the accounting treatment, if any, proposed in the Available for inspection and making copies thereof at the registered scheme of compromise or e. office of the Company from 10 AM to 12 PM on all weekdays except arrangement is in public holidays. conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 Such other information or documents as the Board or management believes f. Refer to Paragraph 24 of the Explanatory Statement necessary and relevant for making decisions for or against the scheme Approvals, sanctions or 10. no-objection(s), if any, Not Applicable from regulatory or any

other governmental authorities required, received or pending for the proposed scheme of compromise or arrangement A statement to the effect that the persons to whom the notice is sent may vote Members to whom the notice is sent may vote in the meeting either in in the meeting either in person or by proxies. 11. person or by proxies, or where applicable, by voting through electronic means

24. The following documents will be open for inspection by the equity shareholders of the Transferee Company between 10 AM to 12 PM: a. Copy of the order passed by NCLT in C.A. 538 of 2017, dated 3rd day of May 2017 directing the Companies to inter alia convene the meetings of its equity shareholders, secured creditors and unsecured creditors (including debenture holders); b. Copy of C.A. 538 of 2017along with the annexures filed by the Companies before the NCLT. c. Copy of the Memorandum and Articles of Association of the Companies. d. Copy of the annual reports of the Transferor Company for the financial years ended 31st March, 2016 and. e. Copy of the supplementary unaudited financial statement of the Companies as on 31st December 2016. f. Copy of the extract of the minutes of the meeting held on 29 March 2017 of the Board of Directors of the Transferor Company in respect of the approval of the Scheme. g. Copy of the extract of the minutes of the meeting held on 11 March 2017 of the Board of Directors of the Transferee Company in respect of the approval of the Scheme. h. Copy of the certificate from the statutory auditor of the Transferee Company certifying that the accounting treatment provided in the scheme is in compliance with the Accounting Standards prescribed under Section 133 of the Act i. Copy of the Scheme j. Copy of the reports dated 8th May 2017 and 5th May 2017 adopted by the Board of Directors of the Transferee Company and Transferor Company pursuant to the provisions of section 232(2)(c) of the Act.

The shareholders shall be entitled to obtain the extracts from or for making or obtaining the copies of the documents listed in item numbers (a) and (d), above.

25. This statement may be treated as an Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act 2013 read with Rule 6 of the Rules. A copy of the Scheme, Explanatory Statement and Form of Proxy shall be furnished by the Transferee Company to its shareholders/creditors, free of charge, within one (1) day (except Saturdays, Sundays and public holidays) on a requisition being so made for the same by the shareholders/creditors of the Transferee Company.

26. After the Scheme is approved, by the equity shareholders of the Transferee Company and the Transferor Company, it will be subject to the approval/sanction by NCLT.

Exhibit I

Exhibit II

Exhibit III

SCHEME OF AMALGAMATION

BETWEEN

SIGMA ELECTRIC MANUFACTURING CORPORATION PRIVATE LIMITED- (“TRANSFEROR COMPANY”)

AND

SIGMA ELECTRIC MANUFACTURING PRIVATE LIMITED (FORMERLY KNOWN AS SUNK ROCK METAL FOUNDRIES INDIA PRIVATE LIMITED- (“TRANSFEREE COMPANY”)

AND

Their respective shareholders and creditors

UNDER SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013

PREAMBLE

A. PURPOSE OF THE SCHEME

1. This Scheme of Amalgamation (the “Scheme”) is presented under Sections 230-232 of the Companies Act, 2013, and the rules made and notifications issued thereunder, as amended from time to time for (a) the transfer of the entire Undertaking (as defined below) including all assets, liabilities and Business of Sigma Electric Manufacturing Corporation Private Limited (hereinafter the “Transferor” or “Transferor Company”) into Sigma Electric Manufacturing Private Limited (hereinafter the “Transferee” or “Transferee Company”) with effect from the Appointed Date; and (b) the adjustment in the securities premium account of the Transferee Company in accordance with Clause 8 of this Scheme.

2. The Transferor Company is a private limited company and a wholly owned subsidiary of the Transferee Company and was incorporated on August 19, 1996 with its registered office located at Gate No. 154/1 Mahalunge Village, Post Chakan, Pune, Maharashtra- 410501, India (Corporate Identification Number: U31909PN1996PTC101929). The Transferor Company is engaged in the business of inter alia manufacture, sale, purchase, repair, overhaul, export, import, assembling, fitting, alteration, maintenance and improvement of electronic devices and equipment (the “Business”).

3. The Transferee Company is a private limited company originally incorporated with the name Sunk Rock Metal Foundries India Private Limited on August 11, 2016 with its registered office located at Gate No. 154/1 Mahalunge Village, Post Chakan, Pune, Maharashtra- 410501, India (Corporate Identification Number: U74999PN2016PTC165939) with the principal objective of acting as buying and selling agents and/ or to manufacture, repair, overhaul, maintain and otherwise deal in electrical components, devices, appliances and other electrical hardware and to acquire any business relating to or any entities engaged in such activities. The name of the Transferee Company was changed to Sigma Electric Manufacturing Private Limited pursuant to the fresh Certificate of Incorporation pursuant to change of name granted by the Registrar of Companies, Pune, Maharashtra on January 31, 2017.

4. This Scheme proposes the transfer and merger of the entire Undertaking including all assets, liabilities and business of the Transferor Company with the Transferee Company as the Transferee Company intends to undertake the Business on its own. Transfer and merger of the Undertaking will result in consolidation of the business carried out by the Transferor Company and the Transferee Company in one entity i.e. the Transferee Company.

B. RATIONALE FOR THE SCHEME

(I) The proposed transfer and merger of the entire Undertaking of the Transferor Company with the Transferee Company shall result in consolidating the business and synergies in the Transferee Company, and enable it to become cost competitive and efficient in its operations. It shall also result in a single simple consolidated and transparent ownership structure.

In particular the amalgamation will have the following benefits:

1. More focused operational efforts, realizing synergies in terms of compliance, governance, administration and costs.

2. Greater efficiency in cash management of the merged entity and unfettered access to cash flows generated by the combined business which can be deployed more efficiently to maximize shareholder value.

3. As a result of the merger, the merged entity will experience operational synergies in areas such as raw material sourcing, product placement, marketing and sales promotion initiatives, freight optimization and logistics.

4. The Transferee Company will gain the benefit of improved organizational capability and leadership which will inevitably arise from the pooling together of human resources and

manpower which has the diverse skills, talent and vast experience to compete successfully in the industry.

(II) In view of the aforesaid the Board of Directors of the Transferor Company and the Transferee Company, respectively, have considered and proposed the transfer of the entire Undertaking Business of the Transferor Company to the Transferee Company pursuant to the provisions of Sections 230-232 of the Companies Act, 2013.

(III) It is therefore proposed that the Undertaking of the Transferor Company be transferred to the Transferee Company, followed by dissolution without winding up of the Transferor Company and the consequent cancellation of the equity shares held by the Transferee Company in the Transferor Company pursuant to Sections 230-232 of the Companies Act, 2013 (including any statutory modification(s) or reenactment(s) thereof).

(IV) The transfer of the Undertaking of the Transferor Company into the Transferee Company, in accordance with this Scheme will be in compliance with the provisions of Section 2(1B) of the Income Tax Act, 1961, such that:

1. All the properties forming part of the Undertaking of the Transferor Company, immediately before the merger, shall become the properties of the Transferee Company, by virtue of the merger from the Appointed Date;

2. All the liabilities forming part of the Undertaking of the Transferor Company, immediately before the merger, shall become the liabilities of the Transferee Company; by virtue of the merger from the Appointed Date.

(V) Since the Transferee Company along with its nominees, is the sole shareholder of the Transferor Company, the shares registered in the name of the Transferee Company and its nominees in the Transferor Company will stand cancelled as a result of the said merger.

C. PARTS OF THE SCHEME

The Scheme is divided into the following parts:

(i) Part A- deals with Definitions & Share Capital;

(ii) Part B- deals with the transfer and vesting of the Undertaking of the Transferor Company with the Transferee Company;

(iii) Part C- deals with the general terms & conditions of the Scheme.

PART A

DEFINITIONS AND SHARE CAPITAL

1. DEFINITIONS

In this Scheme, unless inconsistent or repugnant with the subject or the context, the following expressions shall have the meaning assigned to them below:

1.1 “Act” or “the Act” means the Companies Act, 2013, and the rules made or notifications issued thereunder, as amended from time to time. .

1.2 “Appointed Date” means October 31, 2016 or such other date as may be mutually agreed by the Board of Directors of the Transferor Company and the Transferee Company.

1.3 “Board of Directors” or “Board” means the board of directors of the Transferor Company or the Transferee Company, as the case may be, and shall include any committee duly constituted and authorized for the purposes of matters pertaining to the merger, the Scheme and/or any matters relating thereto.

1.4 “Business” shall mean the business of the Transferor Company as defined in Clause A. 2 above.

1.5 “Effective Date” means the last date of the dates on which all the conditions and matters referred to in Clause 21 hereof have been fulfilled or satisfied, or waived in terms of Clause 20 hereof and the date on which the certified true copy of the orders of the Tribunal sanctioning the Scheme is filed with the Registrar of Companies, Pune by the Transferor Company and the Transferee Company. References in this Scheme to date of “coming into effect of this Scheme” or “upon the Scheme becoming effective” and other similar expressions shall mean the Effective Date.

1.6 “Employees” mean all the officers, staff, workmen and employees, whether permanent, temporary, daily rated and/or contractual forming a part of/ or relating to the Undertaking of the Transferor Company as on the Effective Date.

1.7 “Encumbrance” means any option, pledge, mortgage, lien, security interest, claim, charge, pre-emptive right, easement, limitation, attachment, restraint or any other encumbrance of any kind or nature whatsoever, and the terms “Encumbered” and “Encumbrances” shall be construed accordingly.

1.8 “Government” or “Government Authority” means any applicable central, state or local government, legislative body, regulatory or administrative authority, agency or commission or any court, tribunal, board, bureau, instrumentality or judicial body having jurisdiction over the territory of India.

1.9 “Intangible Assets” mean and include all industrial property rights and rights in confidential information of every kind and description throughout the world, in each case whether registered or unregistered, and including any applications for registration of any of the following, including, without limitation; (i) rights in computer programs (whether in source code, object code, or other form), algorithms, databases compilations and data, technology supporting the foregoing, and all documentation, including user manuals and training materials, related to any of the foregoing; (ii) copyrights and copyrightable subject matter; (iii) trademarks, service marks, names, corporate names, trade names, domain names, logos, slogans, trade dress, registered designs, design rights and other similar designations of source origin; (iv) all know-how, confidential information, trade secrets, ideas, proprietary processes, formulae, models and methodologies; (v) rights of publicity, privacy and rights to personal information; (vi) moral rights and rights of attribution and integrity; (vii) any rights or forms of protection of a similar nature or having the equivalent or similar effect to any of the foregoing which subsist anywhere in the world.

1.10 “Liabilities” shall mean and include any and all debts (secured and unsecured), Encumbrances, liabilities (including contingent liabilities), duties and obligations, present or future, forming part of or relating to the Undertaking of the Transferor Company as on the Appointed Date and thereafter, whether or not provided in the books of the Transferor Company.

1.11 “Scheme” or “the Scheme” or “this scheme” or “Scheme of Amalgamation” means this Scheme of Amalgamation in its present form or with any modification(s) approved or imposed or directed by the Board of Directors of the Transferor Company and Transferee Company and/or by the Tribunal (s) or any other relevant authority.

1.12 “Shareholder” means the shareholders of the Transferor Company or the Transferee Company as the case may be, whose names are registered in the register or members as the case may be, of the Transferor Company or the Transferee Company respectively.

1.13 “Transferor” or “Transferor Company” means Sigma Electric Manufacturing Corporation Private Limited (CIN: U31909PN1996PTC101929), a private company incorporated under the Companies Act,

1956, and having its registered office at Gate No 154/1 Mahalunge, Village Post Chakan, Pune, Maharashtra – 410 501, India.

1.14 “Transferee” or “Transferee Company” means Sigma Electric Manufacturing Private Limited (CIN: U74999PN2016PTC165939), formerly known as Sunk Rock Metal Foundries India Private Limited, a company incorporated under the Companies Act, 2013, and having its registered office at Gate No. 154/1 Mahalunge Village, Post Chakan, Pune, Maharashtra- 410501, India.

1.15 “Tribunal” means the bench of the National Company Law Tribunal located at Mumbai or the central government, as may be applicable.

1.16 “Undertaking” means and includes the entirety of the Business, assets and the Liabilities of the Transferor Company as a going concern, all its assets, rights and privileges, contracts, licenses and powers, leasehold rights as on the Appointed Date and shall also include, without limitation, the following:

(a) All the assets and properties (whether movable or immovable, tangible or intangible, present, future or contingent forming part of/relating to the Undertaking of the Transferor Company including without limitation manufacturing units located at Jaipur and Pune and land, plant and machinery, computers, office equipment, files, records, papers, data processing equipment, buildings and structures, offices, residential and other properties (including but not limited to the properties listed in Schedule 1), packaging materials, work in progress, spares, furniture, fixtures, interiors, vehicles, appliances, diagnostic, repair and testing equipment, accessories, power lines, investments of all kinds (including shares, scripts, stocks, bonds, debentures, units or pass through certificates) cash balances and deposits with bank loans, advances, contingent rights or benefits, book debts or receivables (whether in Indian Rupees or any foreign currency) actionable claims, earnest moneys, deposits or advances paid by the Transferor Company, financial assets, current assets, leases for office properties and residential properties (including but not limited to lease rights of the Transferor Company) 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 or licences in relation to any immovable properties, and other assets, Intangible Assets, computer software, trade and service names and marks, patents, copyrights and other intellectual property rights of any nature whatsoever, rights to use and avail of telexes, telephones, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefit of assets or properties or other interest held in trust, registrations, contracts, engagements, arrangements of all kinds, privileges and all other rights, title, interests and benefits (including but not limited to tax credits under indirect tax laws i.e. CENVAT, tax credits, import/export benefits, minimum alternate tax entitlements, tax losses, easements, privileges, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power, possession or control of or vested in or granted in favour of or held 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;

(b) All debts (secured or unsecured), liabilities including contingent liabilities whether disclosed or undisclosed, duties, obligations, debentures etc of the Transferor Company alongwith any charge, encumbrance, lien or security including leases forming part of / relating to the Undertaking of the Transferor Company and all other obligations of whatsoever kind, nature and description whatsoever and howsoever arising, raised or incurred or utilized. Provided that, any reference in the security documents or arrangements entered into by the Transferor Company and under which, the assets forming part of/ relating to the Undertaking of the Transferor Company stand offered as a security, for any financial assistance or obligation, the said reference shall be construed as a reference to the assets pertaining to that Undertaking of the Transferor Company only as are vested in the Transferee Company by virtue of the Scheme. Provided always that the Scheme shall not operate to enlarge the security for any loan, deposit or facility created by the Transferor Company which shall vest in the Transferee Company by virtue of the amalgamation and the

Transferee Company shall not be obliged to create any further or additional security therefore after the Effective Date or otherwise;

(c) All agreements, rights, contracts (including but not limited to agreements with respect to the immovable properties forming part of / relating to the Undertaking of the Transferor Company by way of lease, licensed and business arrangements), entitlements, licenses (including but not limited to statutory licenses), permits, permissions, incentives approvals (including but not limited to approvals under environmental, industrial and labour legislations, product registrations, permits, licenses specifically but without limitation licenses granted under the Factories Act and Rules, and approvals granted by the Petroleum and Explosives Safety Organization relating to the Undertaking of the Transferor Company,), tax deferrals and benefits, subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties, special status and other benefits or privileges and claims as to any patents, trademarks, designs, quota rights, engagements, insurance policies, arrangements, authorities, allotments, security arrangements, benefits of any guarantees, reversions, powers and all other approvals, sanctions and consents of every kind, nature and description whatsoever forming part of / relating to the Undertaking of the Transferor Company’s business activities and operations and that may be required to carry on the operations of the Transferor Company;

(d) All intellectual property rights, records, files, papers, computer programs, manuals, data, catalogues, sales material, lists of customers and suppliers, research and development related items, dossiers, product master cards, lists, product registrations, trade secrets, domain names, utility models, holograms, bar code, brands, other customer and supplier information (including but not limited to present and former customer’s credit information, customer and supplier pricing information) industrial designs, trade secrets, know-how, data, formulations, technology, methodology, manufacturing procedures and techniques, test procedures and all other records and documents forming part of / relating to the Undertaking of the Transferor Company’s business activities and operations, including all trademarks, service marks, copyrights, designs and patents, as also all applications relating thereto that are pending in the name of the Transferor Company with any Governmental Authority within or outside India as on the Appointed Date;

(e) All amounts claimed by the Transferor Company whether or not so recorded in the books of account of the Transferor Company from any Government Authority, under any law, act or rule in force, as refund of any tax, duty, cess or of any excess payment;

(f) All rights to any claim not preferred or made by the Transferor Company in respect of any refund of tax, duty, cess or other charge, including any erroneous or excess payment thereof made by the Transferor Company and any interest thereon, with regard to any law, act or rule or Scheme made by the Governmental Authority, and in respect of set-off, carry forward of un-absorbed losses, deferred revenue expenditure, deductions, exemption, rebate, allowance, amortization benefit, etc. under the Income-tax Act, 1961, or taxation laws of other countries; or any benefits, privileges, exemptions, entitlements, grants setoffs etc. under and in accordance with any law or act, whether in India or anywhere outside India including refunds, reimbursements, claims, exemptions, benefits under service tax laws, value added tax, purchase tax, sales tax or any other duty or tax or cess or imports under central or state law including sales tax deferrals, advance taxes, tax deducted at source and any other deductions and benefits under the Income Tax Act, 1961;

(g) All Employees of the Transferor Company employed and engaged by it in or for working the Undertaking of the Transferor Company;

(h) All other obligations of whatsoever kind, including liabilities forming part of/ relating to the Undertaking of the Transferor Company with regard to their employees, with respect to the payment of gratuity, pension benefits and the provident fund or compensation. If any, in the event of resignation, death, voluntary retirement or retrenchment.

1.17 All terms and words not defined in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act and other applicable laws, regulations, bye-laws, as the case may be including any statutory modification or re-enactment thereof from time to time.

1.18 Reference to Clauses and recitals, unless otherwise provided, are to Clauses and recitals of and to this Scheme.

1.19 The headings herein shall not affect the construction of this Scheme.

1.20 The singular shall include the plural and vice versa; and reference of one gender includes all genders.

1.21 References to the word “include”, “includes” or “including” shall be construed without limitation.

2. SHARE CAPITAL

2.1 Transferor Company

As on December 31, 2016 the share capital of the Transferor Company is as follows:

Authorized Share Capital Amount (Rs.) 15,000,000 equity shares of Rs. 10 each 150,000,000 Total 150,000,000 Issued, Subscribed and Paid up Amount (Rs.) 1,843,427 equity shares of Rs. 10 each fully paid up 18,434,270 Total 18,434,270 The entire share capital of the Transferor Company is held by the Transferee Company and its nominee shareholders. There has been no change in the share capital of the Transferor Company as on the date of filing of this Scheme.

2.2 Transferee Company As on December 31, 2016 the Share Capital of the Transferee Company is as follows:

Authorized Share Capital Amount (Rs.) 1,000,000 equity shares of Rs. 10 each 10,000,000 Total 10,000,000 Issued, Subscribed and Paid up Amount (Rs.) 7,58,140 equity shares of Rs. 10 each 75,81,400 Total 75,81,400

As on December 31, 2016 the Transferee Company has issued the following compulsory convertible debentures:

Compulsorily Convertible Debentures 3,90,40,300 compulsorily convertible debentures with a face value of Rs. 3,90,40,30,000 100/- each.

There has been no change in the share capital of the Transferee Company as on the date of filing of this Scheme.

3. DATE OF TAKING EFFECT AND OPERATIVE DATE

The Scheme set out herein in its present form or with any modification(s) made under Clause 20 of the Scheme, shall be operative from the Effective Date with effect from the Appointed Date.

PART B TRANSFER AND AMALGAMATION OF THE UNDERTAKING OF THE TRANSFEROR COMPANY WITH THE TRANSFEREE COMPANY

4. TRANSFER AND AMALGAMATION OF THE UNDERTAKING

Generally

4.1 With effect from the Appointed Date and on the Scheme becoming effective, the Undertaking of the Transferor Company shall pursuant to the sanction of the Scheme by the Tribunal and pursuant to Sections 230-232 and any other applicable provisions of the Act, if any, be and stand transferred to and vested in and/or be deemed to have been transferred to and vested in the Transferee Company, as a going concern without any further act, instrument, matter, deed or thing so as to become, as and from the Appointed Date, the estate, assets, rights, title and interest of the Transferee Company (by virtue of and in the manner provided in this Scheme) and which Undertaking will become and continue as a part and parcel of the business and operations of the Transferee Company.

Transfer of Assets & Liabilities

4.2 Without prejudice to the generality of the foregoing and with effect from the Appointed Date and upon the Scheme becoming effective:

(a) All properties and assets (whether movable or immovable, tangible or intangible) of whatsoever kind or nature including land, documents of title, easementary rights, buildings, plant and machinery, spare parts, electronic devices, equipment and components, whether owned, leased or otherwise and all other rights, title, interests, contracts and covenants in connection with the immovable properties and undertakings and all consents, approvals or powers of every kind, nature and description whatsoever, shall stand transferred to and be vested in and/or be deemed to have been vested in the Transferee Company and shall belong to the Transferee Company. The Transferee Company shall in relation to such properties be liable for ground rent, municipal taxes and any other applicable taxes or charges. The mutation of title to the immovable properties, where required, shall be made and duly recorded by the appropriate authorities pursuant to the sanction of the Scheme and upon the Scheme becoming effective in accordance with the terms hereof in favour of the Transferee Company.

(b) Any other property or assets, real or personal, in possession or reversion, corporeal or incorporeal, tangible or Intangible Assets, current or contingent, owned, leased, licensed, let, held, used or otherwise enjoyed by the Transferor Company, shall be deemed to be transferred and/or vest in Transferee Company.

(c) Any and all statutory licenses, permissions or approvals or consents, permits, quotas, rights, entitlements, licenses, tenancies, all intellectual property rights including trademarks, service marks, designs, patents, copyrights and domain names (whether registered or not) privileges and benefits of all contracts, agreements and all other rights including lease rights, licenses, powers and facilities of every kind and description, whatsoever as per the records of the Transferor Company, shall be deemed to be transferred and/or vest in Transferee Company.

(d) All Employees, employed by the Transferor Company’s offices, branches, factories, depots or otherwise at their current terms and conditions as per the records of the Transferor Company, as also any Liabilities or dues in respect of or payable in relation to the Employees of the Transferor Company (including those who may have retired), shall be deemed to be transferred and/or vest in Transferee Company.

(e) Any and all earnest monies and/or security deposits, or other entitlements in connection with or relating to and as per the records of the Transferor Company as well as any and all investments and

loans and advances including accrued interests as per the records of the Transferor Company, shall be deemed to be transferred and/or vest in Transferee Company.

(f) The transfer and vesting of the assets forming part of / relating to the Undertaking of the Transferor Company into and in the Transferee Company under this Clause 4 shall be subject to Encumbrances, if any, relating thereto.

(g) All Encumbrances, if any, relating to and existing prior to the Effective Date, over the assets forming part of/ relating to the Undertaking of the Transferor Company which secure or relate to Liabilities of the Transferor Company, shall, after the Effective Date, without any further act, deed or instrument continue to relate and attach to such assets or any part thereof to which they related or were attached prior to the Effective Date and are transferred to the Transferee Company. Provided that if any of the assets forming part of/ relating to the Undertaking of the Transferor Company, have not been encumbered in respect of the Liabilities of the Transferor Company, such assets shall remain unencumbered and the existing Encumbrances, if any, referred to above shall not be extended to and shall not operate over such assets. Further, such Encumbrances, if any, shall not relate or attach to any of the other assets of the Transferee Company. The absence of any formal amendment which may be required by a lender or trustee or third party shall not affect the operation of the above. It is expressly provided that, save as herein provided, no other terms or conditions of 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.

(h) The existing Encumbrances, if any, 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 to such assets and properties and shall not extend or attach to any of the properties or assets forming part of/ relating to the Undertaking of the Transferor Company, transferred to and vested in the Transferee Company by virtue of sanction of this Scheme by the Tribunal.

(i) It is clarified that the transfer shall be carried out as follows: (i) In respect of such assets including any equipment, devices, components, spare parts, furniture and fixtures, plant and machinery, electrical fittings, data processing and electronic diagnostic equipment, vehicles, investments, computers, softwares etc. as are movable in nature or are otherwise capable of transfer by delivery or possession or by endorsement and delivery, the same shall stand so transferred by the Transferor Company and with intent so that the property therein passes to the Transferee Company upon the coming into effect of the Scheme, and shall become the property of the Transferee Company as an integral part of the transferred Undertaking with effect from the Appointed Date pursuant to the provisions of Sections 230- 232 of the Act without requiring any deed or instrument of conveyance for transfer of the same.

(ii) In respect of such of the assets of the Undertaking assets other than movable 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 without any further act, instrument or deed of the Transferee Company 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).

(iii) In respect of all licenses, permits (including licenses and certificates under the Factories Act, Maharashtra Factories Rules, Rajasthan Factories Rules, manufacturing licenses including licenses issued by the Petroleum and Safety Explosives Organisation, deposits, authorizations,

approvals, permissions granted by the Rajasthan State Industrial Development and Investment Corporation and consents granted by the Maharashtra Pollution Control Board and Rajasthan Pollution Control Board,) granted to and vested in the Transferor Company, the Transferor Company and/or the Transferee Company shall make, in accordance with the applicable regulatory and statutory provisions, necessary and requisite applications to the appropriate Government or regulatory Authority that such licenses, deposits, authorizations, approvals, permissions, consents and permits granted to or vested in the Transferor Company shall continue in the name of and to the account of the Transferee Company.

(iv) In respect of any or all Liabilities forming part of/ relating to the Undertaking of the Transferor Company, whether disclosed or undisclosed in the balance sheet of the Transferor Company shall also, under the provisions of Sections 230-232 of the Act, without any further act or deed, shall stand transferred to or deemed to be transferred to the Transferee Company, so as to become, as from the Appointed Date, the debts, liabilities, duties and obligations of the Transferee Company, and 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 debts, liabilities, duties and obligations have arisen, in order to give effect to the provisions of this sub-clause. (v) All loans raised and used and liabilities incurred by the Transferor Company after the Appointed Date but before the Effective Date for operations and forming part of/ relating to the Undertaking of the Transferor Company shall be deemed to be the loans and liabilities of the Transferee Company. Any guarantee, letter of comfort, commitment letter given by any entity, agency or bank in favor of the Transferor Company with regard to any loan or lease finance shall continue to be operative in relation to the Transferee Company.

j. Upon the coming into effect of this Scheme, the Transferee Company alone shall be liable to perform all obligations in respect of the transferred Liabilities, which have been transferred to it in terms of this Scheme, and the Transferor Company shall not have any obligations in respect of such transferred liabilities. The Transferor Company and the Transferee Company shall execute and deliver from time to time any instrument/s and/or document/s and/or do all such acts and deeds as may be required, including the filing of necessary particulars and/or modification(s) of charge, with the Registrar of Companies to give formal effect to the above provisions, if required.

5. CONSIDERATION

5.1 The entire equity share capital of the Transferor Company is held by the Transferee Company and its nominee(s). In other words, the Transferor Company is a wholly owned subsidiary of the Transferee Company. Accordingly, pursuant to this amalgamation, no shares of the Transferee Company shall be allotted in respect of its holding in the Transferor Company. Upon the Scheme becoming effective, the entire equity share capital of the Transferor Company shall stand automatically cancelled and stand extinguished.

5.2 The investment in the shares of the Transferor Company, appearing in the books of account of the Transferee Company shall, without any further act or deed, stand cancelled.

6. ACCOUNTING TREATMENT

In the Books of the Transferee Company

6.1 On the Scheme becoming effective, the Transferee Company shall account for the amalgamation of the Transferor Company in its books of account with effect from the Appointed Date in accordance with pooling of interest method for common control business combinations mentioned in Appendix C of Indian Accounting Standard (Ind AS) 103 - Business Combinations.

6.2 The assets and liabilities of the combining entities shall be reflected at their carrying amounts.

6.3 The balance of the retained earnings appearing in the financial statements of the Transferor Company shall be aggregated with the corresponding balance appearing in the financial statements of the Transferee Company. Alternatively, it shall be transferred to General Reserve, if any.

6.4 The identity of the reserves shall be preserved and shall appear in the financial statements of the transferee in the same form in which they appeared in the financial statements of the transferor. The difference, if any between the amount recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor shall be transferred to capital reserve and shall be presented separately from other capital reserves with disclosure of its nature and purpose in the notes.

7. CONSOLIDATION OF AUTHORISED SHARE CAPITAL

7.1 Upon the Scheme becoming effective, the authorized share capital of the Transferor Company shall stand combined with the authorized share capital of the Transferee Company and be enhanced by an amount of Rs. 150,000,000. Filing fees and stamp duty, if any, paid by the Transferor Company on its authorized share capital, shall, be deemed to have been paid by the Transferee Company on the combined authorized share capital and accordingly the Transferee Company shall not be required to pay any additional fee/stamp duty on its increased authorized share capital.

7.2 Clause V of the Memorandum of Association of the Transferee Company shall, without any further act or deed, be and stand altered, modified and amended pursuant to Sections 13, 61 and 64 and other applicable sections of the Act by deleting the existing clause and replacing it with the following:

“The Authorised Share Capital of the Company is Rs. 370,000,000 (Indian Rupees Thirty Seven Crores Only) divided into 37,000,000 Equity Shares of Rs. 10 each.”

7.3 The approval of this Scheme by the shareholders of the Transferee Company under Sections 230-232 and Sections 13, 61 and 64 of the Act, whether at a meeting or otherwise shall be deemed to have the approval under Section 66 and other applicable provisions of the Act and any other consents or approvals required in this regard.

8. UTILIZATION OF THE SECURITIES PREMIUM ACCOUNT AND CAPITAL REDEMPTION RESERVE OF THE TRANSFEREE COMPANY

8.1 Upon coming into effect of this Scheme, the book value of shares held by the Transferee Company as on the Appointed Date in the Transferor Company shall be cancelled. The deficit arising due to cancellation of Investment in terms of this Scheme shall be adjusted against the reserves and surplus in the sequence as mentioned hereunder:

8.1.1 Securities Premium Account;

8.1.2 Capital Redemption Reserve;

8.1.3 General Reserve;

8.1.4 Capital Investment Subsidy;

8.1.5 The balance against the Profit & Loss Account.

8.2 The utilization of the Securities Premium Account and Capital Redemption Reserve Account as stated in Clause 8.1.1 and 8.1.2 above respectively, shall be effected as an integral part of this Scheme itself as the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital and the order of the Tribunal sanctioning this Scheme shall be deemed to be an order under Section 52 and 66 of the Act confirming the reduction without the need on the part of the Company to carry out any further act or deed. While approving the Scheme as a whole, the shareholders of the Company have resolved and accorded the relevant consents as required under Sections 52 and 66 of the Act or any other applicable provisions of the Act.

9. CHANGE IN NAME OF THE TRANSFEREE COMPANY

Upon the Scheme becoming effective, with effect from the Appointed Date, the name of the Transferee shall be changed to that of the Transferor Company i.e. “Sigma Electric Manufacturing Corporation Private Limited” subject to the Transferee Company filing all necessary forms and applications with the Registrar of Companies in this regard. Approval of the shareholders of the Transferor and the Transferee Company to the Scheme shall be considered as the approval required under the provisions of Companies Act, 2013 for such change of name.

PART C

GENERAL TERMS & CONDITIONS 10. CONTRACTS, DEEDS, APPROVALS, EXEMPTIONS AND OTHER INSTRUMENTS.

10.1 Subject to other provisions contained in this Scheme and without prejudice to the generality of the foregoing, all contracts (including for contracts labours), deeds, bonds, agreements and other instruments, if any, of whatsoever nature, to which the Transferor Company is a party, subsisting or having effect immediately before the transfer of the Undertaking of the Transferor Company into the Transferee Company, shall be in full force and effect against or in favour of the Transferee Company, and may be enforced as fully and effectually as if instead of the Transferor Company, the Transferee Company had been a party thereto.

10.2 The Transferee Company shall, if so required or if it becomes or deems necessary, enter into and/or issue and/or execute deeds, writings or confirmations or enter into any tripartite arrangements, confirmations or novations in order to give formal effect to the provisions of this Scheme. Further, the Transferee Company shall be deemed to be authorised to execute any such deeds, writings or confirmations on behalf of the Transferor Company, and to implement or carry out all formalities required on the part of the Transferor Company to give effect to the provisions of this Scheme.

10.3 With effect from the Appointed Date and upon the Scheme becoming effective, without prejudice to the generality of the foregoing, all rights and licenses including those relating to intellectual property rights, such as trademarks, service marks, designs, patents, copyrights and domain names (whether registered or not), know-how, technical know-how, trade names, descriptions, trading style, franchises, labels, label designs, logos, emblems, and items of such nature, colour schemes, utility models, holograms, bar codes, designs, patents, copyrights, privileges and any rights, title or interest in intellectual property rights forming part of or relating to the Undertaking of the Transferor Company to which the Transferor Company is a party or to the benefit of which the Transferor Company may be entitled/eligible, shall be in full force and effect on, or against, or in favour of the Transferee Company as the case may be, and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obliged thereto.

10.4 Without prejudice to the generality of the foregoing, the Transferee Company shall be entitled to the benefit of all insurance policies which have been issued in respect of the Transferor Company and the name of the Transferee Company shall be substituted as "Insured" in the policies as if the Transferee Company was initially a party thereto.

10.5 Subject to the other provisions contained In this Scheme, without prejudice to the generality of the foregoing, all contracts, business / asset purchase agreements, memoranda of undertaking memoranda of agreement, memoranda of agreed points, letters of intents, arrangements, undertakings whether written or otherwise, lease rights, deeds, bonds, other agreements and instruments of whatsoever nature forming part of/ relating to the Undertaking to which the Transferor Company is a party or having effect immediately before the Effective Date, shall remain in full force and effect against and, in favour of the Transferee Company and may be enforced fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party thereto. The Transferee Company shall also be entitled to the fulfillment of all contractual obligations under lease agreements entered into by the Transferor Company under its contracts.

10.6 Without prejudice to the generality of the foregoing, the Transferee Company shall be entitled to use all and any labeling and marking materials for any goods packaged, which the Transferor Company is entitled to use pursuant to the packing laws and legal metrology laws and other similar laws till such time as such packaging materials, labels, wrappers, boxes carrying such labeling rights and disclosures and information in accordance with applicable laws are exhausted.

10.7 For the purpose of giving effect to the vesting order passed under Sections –230-232 of the Act in respect of this Scheme, the Transferee Company shall at any time pursuant to the sanction of this Scheme by the Tribunal be entitled to get the recordal of the change in the legal right(s) upon the transfer and vesting of the Transferor Company in the Transferee Company, in accordance with the provisions of Sections –230- 232 of the Act.

11. TAXATION MATTERS & CREDITS

11.1 Without prejudice to the generality of the foregoing, with effect from the Appointed Date, in accordance with the CENVAT Credit Rules 2004 framed under the Central Excise Act, 1944 as are prevalent at the time of sanction of the Scheme, the CENVAT Credit, including the service tax credits lying un-utilized in the Transferor Company shall stand transferred to the Transferee Company as if the same were the CENVAT credits in the Transferee Company's accounts.

11.2 Without prejudice to the generality of the foregoing and upon the Scheme becoming effective, all taxes (including, without limitation, income tax, wealth tax, sales tax, excise duty, customs duty, service tax, VAT, etc.) paid or payable by the Transferor Company under the Income Tax Act, 1961, Customs Act, 1962, Central Excise Act, 1944, State Sales Tax laws, Central Sales Tax Act, 1956 or other applicable laws / regulation dealing with taxes / duties / levies (hereinafter referred to as “Tax Laws”) in respect of the operations and/or the profits and /or forming part of/ relating to the Undertaking of the Transferor Company, before the Appointed Date shall be on account of the Transferor Company, and in so far as it relates to tax payment (including without limitation, income tax, dividend distribution tax, sales tax, minimum alternate tax, excise duty, customs duty, service tax, VAT, etc,), whether by way of deduction at source, advance tax or otherwise howsoever, by the Transferor Company, in respect of the profits or activities or operation of the Transferor Company with effect from the Appointed Date, the same shall be deemed to be the corresponding item paid by the Transferee Company and, shall, in all proceedings, be dealt with accordingly and shall be made or deemed to have been made and duly complied with by the Transferee Company if so made by the Transferor Company. Similarly any advance tax payment required to be made for by the specified due dates in the tax laws shall also be deemed to have been made by the Transferee Company if so made by the Transferor Company. The unutilized credits relating to excise duties paid on inputs lying to the account of Transferor Company as well as the unutilized credits relating to service tax paid on input services consumed by the Transferor Company shall be transferred to the Transferee Company automatically without any specific approval or permission as an integral part of the Scheme.

11.3 Without prejudice to the generality of the foregoing, any refund under the tax laws due to the Transferor Company, consequent to the assessment made on the Transferor Company, and for which no credit is taken in the accounts as on the date immediately preceding the Appointed Date shall belong to and be received by the Transferee Company. The Transferee Company is expressly permitted to revise and file Income tax returns, sales tax / value added tax returns, service tax returns and other tax returns, and to claim refunds / credits, pursuant to the provisions of this Scheme.

11.4 If the Transferor Company is entitled to any benefits, exemptions, privileges, grants, set offs, etc. under any laws, regulations and/or notifications, or any incentives and/or policy, the benefits thereunder as are transferable shall be transferred to and vest in the Transferee Company and all benefits, entitlements, privileges, exemptions, grants, incentives etc. of any nature whatsoever including but not limited to tax concessions and incentives shall be claimed by the Transferee Company and these shall relate back to the Appointed Date as if the Transferee Company was originally entitled to all benefits under such incentive scheme and policies, subject to continued compliance by the Transferee Company with all of the terms and conditions of such benefits under such incentive schemes and policies, as are transferable, were made available to the Transferor Company.

11.5 Upon the Scheme becoming effective, all taxes payable by the Transferor Company under the Tax Laws shall be to the account of the Transferee Company; similarly, all credits for tax deduction at source on income of the Transferor Company, or obligations for the deduction of tax at source on any payment made

by or to be made by the Transferor Company shall be deemed to have been made and duly complied with by the Transferee Company if so made by the Transferor Company. Similarly, any advance tax payment required to be made for by the specific due dates in the Tax Laws shall also be deemed to have been made by the Transferee Company if so made by the Transferor Company. Further, the minimum alternate tax paid by the Transferor Company under Section 115 JB and/ or other provisions (as applicable) of the Income Tax Act, 1961, shall be deemed to have been paid on behalf of the Transferee Company, and the mminimum aalternate tax ccredit (if any) of the Transferor Company as on the Appointed Date or accruing after the Appointed Date shall stand transferred to the Transferee Company and such credit would be available for set-off against the tax liabilities of the Transferee Company. Any refunds under the Tax Laws due to the Transferor company consequent to the assessments made on the Transferor Company and for which no credit is taken in the accounts as on the date immediately preceding the Appointed Date shall also belong to and be received by the Transferee Company.

11.6 All taxes of any nature, duties, cesses or any other like payments or deductions made by the Transferor Company or any of its agents to any statutory authorities such as income tax, sales tax, and service tax, or any tax deduction/ collection at source, tax credits under the Tax Laws, relating to the period after the Appointed Date shall be deemed to have been on account of or paid by the Transferee Company, and the relevant authorities shall be bound to transfer the account of and give credit for the same to the Transferee Company upon the Effective Date and upon relevant proof and documents being provided to the said authority.

11.7 The Income Tax, if any paid by the Transferor Company on or after the Appointed Date, in respect of income assessable from that date, shall be deemed to have been paid by or for the benefit of the Transferee Company. Further, the Transferee Company shall, after the Effective Date, be entitled to and is expressly permitted to revise the Transferor Company's income Tax and Service Tax returns, issue TDS certificates and the right to claim refund of income Tax, advance income tax credits, adjust excess Service Tax etc. upon this Scheme becoming effective and have expressly reserved the right to make such revisions in the Income Tax and Service Tax returns, TDS certificates and the right to claim such refunds, advance tax credits, adjust Service Tax etc. pursuant to the sanction of this Scheme

11.8 For the purpose of giving effect to the vesting order passed under Sections –230-232 of the Act in respect of this Scheme, the Transferee Company shall at any time pursuant to the sanction of this Scheme by the Tribunal be entitled to get the recordal of the change in the legal right(s) upon the transfer and vesting of the Transferor Company in the Transferee Company, in accordance with the provisions of Sections 230- 232 of the Act.

12. SAVING OF CONCLUDED TRANSACTIONS

The transfer of the assets and Liabilities forming part of/ the Undertaking of the Transferor Company under Clause 4 above, the effectiveness of contracts and deeds under Clause 10 above and the continuance of legal proceedings under Clause 14 below, shall not affect any transactions or proceedings already concluded by the Transferor Company, on or before the Effective Date or on or after the Appointed Date to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things done and executed by the Transferor Company, in respect thereto, as if done and executed on its behalf.

13. TREATMENT OF EMPLOYEES

13.1 On the Scheme becoming effective, all officers, staff, workmen and employees forming part of the Undertaking of the Transferor Company who are in service on the date immediately preceding the Effective Date shall, remain the officers, staff, workmen and employees of the Transferee Company, on and after the Effective Date.

13.2 On the Scheme finally taking effect and from the Appointed Date:

a) Employees of the Transferor Company shall become employees of the Transferee Company without any break or interruption in service and on the terms and conditions of employment not less favorable than those on which they are engaged by the Transferor Company, immediately preceding the Effective Date.

b) Services of all Employees with the Transferor Company, up to the Effective Date shall be taken into account from the date of their respective appointment with the Transferor Company, for the purposes of all retirement benefits for which they may be eligible. The Transferee Company further agrees that for the purpose of payment of any retrenchment compensation or other severance pay or retirement benefits, such past services with the Transferor Company, shall be taken into account.

13.3 The officers or other employees who have retired before the Appointed Date from the services of the Transferor Company, and are entitled to any benefits, rights or privileges from the Transferor Company, shall be entitled to receive the same benefits, rights or privileges from the Transferee Company. The services of such Employees of the Transferor Company shall not be treated as having been broken or interrupted for the purpose of Provident Fund or Gratuity or Superannuation or other statutory purposes and for all such purposes the date of their service shall be reckoned from their date of appointment with the Transferor Company.

13.4 It is provided that so far as the provident fund, gratuity fund, or any other special scheme(s)/ fund(s), or other benefits if any, created or existing for the benefit of the existing or past employees of the Transferor Company are concerned, upon the coming into effect of this Scheme, the Transferee Company shall stand substituted for the Transferor Company for all purposes whatsoever related to the administration or operation of such schemes, funds or benefits or in relation to the obligation to make contributions to the said schemes, funds or in respect of such benefits in accordance with provisions of such schemes, funds or benefits as per the terms provided in the respective trust deeds or employee benefit plans or policies, to the end and intent that all the rights, duties, powers and obligations of the Transferor Company in relation to such schemes, funds or benefits shall become those of the Transferee Company. Without prejudice to the generality of the foregoing, any such funds and the investments made out of such funds shall, at an appropriate stage, be transferred to the Transferee Company to be held for the benefit of the concerned employees. Such funds shall, subject to the necessary approvals and permission and at the discretion of the Transferee Company, either be continued as separate funds of the Transferee Company for the benefit of the employees of the Transferor Company or be transferred to and merged with other similar funds of the Transferee Company. In the event that the Transferee Company does not have its own fund with respect to any such funds of the Transferor Company, the Transferee Company may, subject to necessary approvals and permissions, continue to maintain the existing funds separately and contribute thereto, until such time as the Transferee Company creates its own funds at which time the funds and the investments and contributions pertaining to the employees of the Transferor Company shall be transferred to such funds of the Transferee Company. It is clarified that the services of the employees of the Transferor Company will be treated as having been continuous for the purpose of the aforesaid schemes, funds, benefit plans or policies. The Transferor Company and the Transferee Company shall undertake all the necessary steps and / or formalities as may be required to be carried out be done by the for transfer of such fund / assets / value, etc. to the Transferee Company in this regard.

13.5 Insofar as the Employees of the Transferor Company are concerned, the Transferee company shall continue to abide by any agreement (s) / settlement(s) entered into with any recognized labour unions, if any, and also applicable awards/orders of any Tribunal / Arbitrator, if any, binding on the Transferor Company. The Transferee Company shall, for the purpose of payment of, any retrenchment compensation, gratuity and other terminal benefits, take into account the past services of such Employees, if any, with the Transferor Company and shall pay the same accordingly, as and when they become due and payable in accordance with applicable laws.

13.6 Any prosecution or disciplinary action, initiated, pending or contemplated against such Employees, and/or any penalty (ies) imposed in this regard on any of them by the Transferor Company as on the Effective

Date shall be continued/continue to operate against them and shall be enforced fully and effectually by the Transferee Company.

14. LEGAL PROCEEDINGS

If any suit, appeal or other proceeding of whatsoever nature by or against the Transferor Company, is pending, including those arising out of taxation laws and other allied laws, the same shall not abate or be discontinued or be, in any way, prejudicially effected by reason .of the merger or by anything contained in this Scheme, but the said suit, appeal or other legal proceedings may be continued, prosecuted and enforced by or against the Transferee Company, in the same manner and to same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Company, as if this Scheme had not been made.

15. CONDUCT OF BUSINESS UNTIL EFFECTIVE DATE

With effect from the Appointed Date and till the Effective Date:

(a) The Transferor Company, shall carry on and be deemed to have been carrying on its Business and activities and shall stand possessed of and hold all of its, properties and assets for and on account of and in trust for the Transferee Company. The Transferor Company hereby undertakes to hold the said assets with utmost prudence until the Effective Date. The Transferor Company shall not, without the written consent of the Transferee Company undertake any new business.

(b) The Transferor Company, shall carry on its Business activities with reasonable diligence and business prudence and shall not undertake any additional financial commitments of any nature whatsoever, borrow any amounts or incur any other liabilities or expenditure, issue any additional guarantees, indemnities, letters of comfort or commitment either for itself or on behalf of its subsidiaries or group companies or any third party, or vary the terms and conditions of the service of its Employees except in the ordinary course of business or sell, transfer, alienate, charge, mortgage or encumber or deal save and except, in each case, in the following circumstances:

(i) if the same is in the ordinary course of business of the Transferor Company as carried on by it as on the date of filing this Scheme with the Tribunal; or

(ii) if the same is expressly permitted by this Scheme or

(iii) if the prior written consent of the Board of the Transferee Company has been obtained.

(c) All the profits or income accruing or arising to the Transferor Company and all costs, charges, expenditure or losses arising to or incurred by the Transferor Company with effect from the said Appointed Date shall, for all purposes and intents be treated and be deemed to be and accrue as the profits or incomes or expenditure or losses (as the case may be) of the Transferee Company, as the case may be.

(d) Any exemption from or any assessment with respect to any tax which has been granted or made, or any benefit by way of set off or carry forward as the case may be of any unabsorbed depreciation or investment allowance or other allowance or loss which has been extended or is available to the Transferor Company under the Income Tax Act, 1961 shall be available to the Transferee Company.

(e) Any of the rights, powers, authorities or privileges exercised by the Transferor Company, shall be deemed to have been exercised by the Transferor Company, for and on behalf of, and in trust for and as an agent of the Transferee Company. Similarly, any of the obligations, duties and

commitments that have been undertaken or discharged by the Transferor Company, shall be deemed to have been undertaken for and on behalf of and as an agent for the Transferee Company.

(f) All taxes (including, without limitation, income tax, wealth tax, sales tax, excise duty, customs duty, service tax, VAT, etc.) paid or payable by the Transferor Company, in respect of the operations and/or the profits forming part of/ relating to the Undertaking of the Transferor Company before the Appointed Date shall be on account of the Transferor Company, and in so far as it relates to the tax payment (including without limitation, income tax, minimum alternate tax, dividend distribution tax, wealth tax, sales tax, excise duty, customs duty, service lax, VAT, etc.), whether by way of deduction at source, advance tax or otherwise howsoever, by the Transferor Company in respect of the profits or activities or operations forming part or relating to the Undertaking of the Transferor Company, with effect from the Appointed Date, the same shall be deemed to be the corresponding item paid by the Transferee Company and, shall, in all proceedings, be dealt with accordingly,

(g) Any refund under the tax laws due to the Transferor Company, consequent to the assessment made on the Transferor Company, and for which no credit is taken in the accounts as on the date immediately preceding the Appointed Date shall also belong to and be received by the Transferee Company.

(h) Subject to the terms of the Scheme, the transfer and vesting of the Undertaking of the Transferor Company, as per the provisions of the Scheme shall not affect any transactions or proceedings already concluded by the Transferor Company, on or before the Appointed Date or after the Appointed Date till the Effective Date, to the end and intent that the Transferee Company accepts and adopts the acts, deeds and things made, done and executed by the Transferor Company, as acts, deeds and things made, done and executed by or on behalf of the Transferee Company.

(i) The Transferee Company shall be entitled, pending the sanction of the Scheme, to apply to the central Government and all other Government Authorities/ agencies concerned, as are necessary under any law for such consents, approvals and sanctions which the Transferee Company may require to carry on the Business of the Transferor Company.

16. DISSOLUTION OF THE TRANSFEROR COMPANY

16.1 On the Scheme becoming effective, the Transferor Company shall be dissolved without being wound up and consequently the Board of Directors and any committees thereof of the Transferor Company shall without any further act, instrument or deed also stand dissolved.

16.2 Upon the coming into effect of this Scheme, the resolutions, if any, of the Transferor Company, which are valid and subsisting on the Effective Date, shall continue to be valid and subsisting and be considered as resolutions of the Transferee Company and if any such resolutions have any monetary limits approved under the provisions of the Act, or any other applicable statutory provisions, then the said limits shall be added to the limits, if any, under like resolutions passed by the Transferee Company and shall constitute the aggregate of the said limits in the Transferee Company.

17. POWER TO GIVE EFFECT TO THIS PART

17.1 The Transferee Company shall enter into and/or issue and/or execute deeds, writings or confirmations or enter into any tripartite arrangements, confirmations or novations, to which the Transferor Company will, if necessary, also be party in order to give formal effect to the provisions of this Scheme, if so required.

17.2 The Transferee Company shall be deemed to be authorized to execute any such deeds, writings or confirmations on behalf of the Transferor Company and to implement or carry out all formalities required on the part of the Transferor Company to give effect to the provisions of this Scheme.

18. APPLICATION TO THE TRIBUNAL OR SUCH OTHER COMPETENT AUTHORITY

The Transferor Company and the Transferee Company shall with all reasonable dispatch, make applications to the Tribunal or such other competent Government Authority, as may be applicable, for sanctioning this Scheme of Amalgamation for the transfer and vesting of the Undertaking of the Transferor Company to the Transferee Company, under Sections –230-232 and other provisions of the Act and for dissolution of the Transferor Company without being wound up and all matters ancillary or incidental thereto.

19. CHEQUES, ETC.

All cheques and other negotiable instruments and payment orders received in the name of the Transferor Company after the Effective Date shall be accepted by the bankers of the Transferee Company and credited to the account of the Transferee Company. Similarly, the banker of the Transferee Company shall honour cheques issued by the Transferor Company for payment on or after the Appointed Date, if any, and presented after the Effective Date.

20. MODIFICATION/AMENDMENT TO THE SCHEME

The Transferor Company and the Transferee Company by their respective Board of Directors (acting jointly) may make and/or consent to any modifications/ amendments to the Scheme or to any conditions or limitations that the Tribunal or any other Government Authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by them (i.e. the Board of Directors) subject to, where applicable, the approval of the Tribunal or any other authorities under applicable law. The Transferor Company and the Transferee Company by their respective Board of Directors (acting jointly), shall be authorised to take all such steps as may be necessary and that are desirable or proper to resolve any doubts, difficulties or questions arising under this Scheme or in regard to and of the meaning and interpretation of the Scheme whether by reason of any directive or order of any other authority or otherwise, however arising out of or under or by virtue of the Scheme and/or any matter concerned or connected therewith, or to review the position relating to the satisfaction of various conditions of this Scheme and if necessary, to waive any of those (to the extent permissible under law).

21. CONDITIONS

The Scheme is conditional upon and subject to the following:

(a) The Scheme being approved and sanctioned by the Tribunal and/or any other competent Government Authority, as may be applicable under sections –230-232 of the Act.

(b) All sanctions and approvals of all Government Authorities concerned being granted and obtained in respect of any matters provided for or relating to the Scheme for which such sanction or approval is required.

(c) The Scheme being agreed to (in the manner prescribed) by the respective requisite majorities of the shareholders and/or creditors of the Transferor Company and the Transferee Company if required under the Act, as applicable, and the requisite orders of the Tribunal being obtained. (d) The certified copy of the order of the Tribunal sanctioning the Scheme being filed with the Registrar of Companies by the Transferor Company and the Transferee Company.

22. EFFECT OF NON-RECEIPT OF APPROVALS /SANCTIONS

In the event of any of the said sanctions and approvals referred to in the preceding Clause 21 not being obtained and /or the scheme not being sanctioned by the Tribunal or such other competent authority, as may be applicable; and/or the order sanctioning the Scheme not being passed within such further period or periods as may be agreed upon between the Transferor Company and the Transferee Company, by their Boards of Directors (and which the Boards of Directors of the Companies are hereby empowered and

authorized to agree to and extend the Scheme from time to time, without any limitation), this Scheme shall stand revoked, cancelled and be of no effect, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any rights and/ or liabilities which might have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law.

23. SEVERABILITY

If any part of this Scheme is found to be unworkable for any reason whatsoever, the same shall not, subject to mutual agreement of the Transferor and Transferee Company, affect the validity or implementation of the other parts or the provisions of the Scheme as the case may be.

24. COSTS

All costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed), arising out of, or incurred in carrying out and implementing this Scheme and matters incidental thereto, shall be borne by the Transferee Company.

It is specifically agreed that the stamp duty on the orders of the Tribunal, if any and to the extent applicable, shall be borne and paid by the Transferee Company.

25. MISCELLANEOUS

In case any doubt or difference or issue shall arise among the Transferor Company and the Transferee Company or any of their shareholders, creditors, employees and/or persons entitled to or claiming any right to any shares in the Transferor Company or the Transferee Company, so as to the construction of this Scheme or as to any account, valuation, or apportionment to be taken or made in connection herewith, or as to any other aspects contained in or relating to or arising out of this Scheme, the same shall be amicably settled between the Board of Directors of the Transferor Company and the Transferee Company, and the decision arrived at shall be final and binding on all concerned.

26. FURTHER ASSURANCES

The Transferor Company and the Transferee Company shall co-operate with each other and shall take all such reasonable steps, acts, deeds and things as deemed necessary or desirable including making applications, submissions, etc., to give effect to the Scheme and the transactions contemplated hereunder. *****

Schedule 1

Details of Properties being transferred from the Transferor Company to the Transferee Company

Sr. No. Address City, State Nature of Ownership (Freehold/Leasehold)

1. Gat No. 154/1, Village Mahalunge, Pune, Maharashtra. Freehold Taluka Khed, Pune, Maharashtra

2. Gat No. 155/1, Village Mahalunge, Pune, Maharashtra. Freehold Taluka Khed, Pune, Maharashtra

3. Plot No. A-2, MIDC Chakan Industrial Pune, Maharashtra Leasehold Area, Village Mahalunge, Taluka Khed, Pune, Maharashtra

4. Plot No. B-27, Chakan Industrial Area, Pune, Maharashtra. Leasehold Village Mahalunge, Taluka Khed, Pune, Maharashtra

5. A-134, Road No. 12, Vishwakarma Jaipur, Rajasthan. Leasehold Industrial Area, Jaipur, Rajasthan

6. A-135 - 136, Road No. 12, Vishwakarma Jaipur, Rajasthan. Leasehold Industrial Area, Jaipur, Rajasthan

7. G-133, Vishwakarma Industrial Area, Jaipur, Rajasthan. Leasehold Jaipur, Rajasthan

Exhibit IV

Exhibit V

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH, AT MUMBAI

EQUITY SHAREHOLDERS

FORM OF PROXY

Name of the Member(s) Registered Address

E – mail ID Folio No./ DPID and Client ID (applicable in case of shares held in electronic form)

I / We, being the member (s) of …………………….. shares of the above named Company, hereby appoint:

1. Name: ______

Address: ______

E – mail ID: ______. Signature: ______or failing him;

2. Name: ______

Address: ______

E – mail ID: ______. Signature: ______or failing him; him;

3. Name: ______

Address: ______

E – mail ID: ______. Signature: ______

as my/our proxy, to act for me/us at the meeting of the equity shareholders of the Applicant Company to be held at 12:00 noon on Monday, the 12th day of June at Gat No. 154/1 Mahalunge Village, Post Chakan, Pune, Maharashtra – 410501, India for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Arrangement between Sigma Electric Manufacturing Corporation Pvt. Ltd. and Sigma Electric Manufacturing Pvt. Ltd (Formerly known as Sunk Rock Metal Foundries India Pvt. Ltd.) and their respective shareholders and creditors (the “Scheme”) and at such meeting, and at any adjournment or adjournments thereof, to vote, for me/us and in my/our name(s) ______(here, if ‘for’, insert ‘FOR’, if ‘against’, insert ‘AGAINST’, and in the later case, strike out the words below after ‘the Scheme’) the said arrangement embodied in the Scheme, either with or without modification(s)*, as my/our proxy may approve. (*Strike out whatever is not applicable).

Signed this ______day of ______2017

Signature of Shareholder(s) ______

Signature of Proxy Holder (s) ______

Affix Revenue

Stamp

(Signature across the stamp)

Notes:

1. The form of proxy must be deposited at the registered office of the Transferee Company at Gat No. 154/1 Mahalunge, Village Post Chakan, Pune, Maharashtra- 410 501 at least 48 (forty-eight) hours before the scheduled time of the commencement of the said meeting.

2. All alterations made in the form of proxy should be initialed.

3. Please affix appropriate revenue stamp before putting signature.

4. In case of multiple proxies, the proxy later in time shall be accepted.

5. Proxy need not be a shareholder of the Applicant Company.

6. No person shall be appointed as a proxy who is a minor.

ATTENDANCE SLIP

MEETING OF EQUITY SHAREHOLDERS ON 12th JUNE, 2017 at 10:30 AM

Name of the Equity Shareholder Registered Address

E – mail ID Registered Folio No./ DPID and Client ID (applicable in case of shares held in electronic form)

I / We, hereby record my/our presence at the Meeting of the Equity Shareholders of Sigma Electric Manufacturing Private Limited (Formerly known as Sunk Rock Metal Foundries India Private Limited), convened pursuant to an order dated 3rd of May, 2017 of the National Company Law Tribunal, Mumbai Bench at Gat No. 154/1 Mahalunge, Village Post Chakan, Pune, Maharashtra- 410 501 on Monday, 12th June 2017 at 12:00 noon.

______

Shareholder/ Proxy’s Name Shareholder/ Proxy’s Signature

I/We also request you to take note of my/our following details for sending future documents/intimations:

Email Address:______

Contact Number: ______

______

Signature