alstom info

7/28/2019 Alstom Info

1/3

2. Corporate structure indicating subsidiaries and shareholding relationship:

Techno Electric has one subsidiary company namely, Simran Wind Project Private Ltd.

(Simran)as on date. Simran was become a wholly owned subsidiary in November, 2009. In

the year 2011, International Finance Corporation (IFC) had acquired 3.38 % equity stake in

Simran as a result of which the status of Simran was changed to subsidiary company. At

present, Techno Electric has 96.62% stake in Simran. Simran is engaged in power generation

from renewable sources and may be termed as energy division of Techno Electric.

4. Scheme of Amalgamation Between Techno Electric & Engg. Co. Ltd.

And

Super Wind Project Ltd.

(Name changed to Techno Electric & Engineering Company Ltd.)

Preamble:

Techno Electric & Engg. Co. Limited (TECHNO) which was incorporated in the year

1963 was merged with Super Wind Project Limited with effect from 01.04.2009 (the

Appointed Date approved by High Court). Subsequently, Super Wind Project Limited

changed its name into Techno Electric & Engineering Company Limited (TEECL) in

pursuance of and as envisaged in the Scheme of Amalgamation. The entire business of

erstwhile TECHNO was transferred to TEECL and at present are being carried on byTEECL without any discontinuation or interruption.

Objects and Rationale :

TECHNO was a well established engineering, procurement andconstruction (EPC) contracting company with its focus primarily on the

Indian power sector. TECHNO provides engineering, procurement andconstruction services for Fuel Oil Storage and Handling Systems,

Comprehensive Piping systems including Power Cycle Piping, Process Plantinstallation, Fire Protection Systems, EHV Switchyards, EHV Sub Stations,

Power Plant Cabling System, Plant Electrical Distribution System includingPlant Earthing Systems and Lightning Protection System and Plant

Illumination Systems and such like. TECHNO also possess specific domain

knowledge that enables it to serve the Steel, Fertilizer, Metals and


2/3

Petrochemicals sectors along with specialized jobs in diversified

manufacturing.

TEECL is engaged in the business of acquiring and commissioning windturbine generators (wind mills). The said business of TEECL is on a soundfooting. At present the TEECL has a total of 30 wind mills with an aggregaterated power generating capacity of 45 MW. In view, inter alia, of the

potential existing in such business of TEECL and as part of an overall

strategy for diversification, growth and development in the power sector,TECHNO acquired controlling stake in TEECL from its promoters. The said

acquisition marks TECHNOs foray into acquiring and investing in capacity

in renewable energy segment of the Indian power sector and is a logicalextension of TECHNOs plans for diversification and consolidation in the

said sector.

As noted above, TECHNO was holding almost the entire share capital ofTEECL. Both the Companies were thus under the same management and

were also in the same business sector, i.e, power sector. In the circumstances

it was considered desirable and expedient to amalgamate TECHNO withTEECL with the resulting amalgamated entity adopting and succeeding to

the more established name and goodwill of TECHNO.

The amalgamation enabled appropriate consolidation and integration of theoperations and activities of TECHNO and TEECL and enabled the mergedentity to offer a comprehensive package of solutions from one entity as

opposed to multiple entities. The same enabled the merged entity to competeand bid for new projects more competitively and effectively with the

combined credentials, experience and track record of both the Companies.The business of the amalgamated entity will be carried on more efficiently

and economically as a result, inter alia, of pooling and more effective

utilisation of the combined resources of the said companies and substantialreduction in costs and expenses which will be facilitated by and follow the

amalgamation. As such the amalgamation of TECHNO with TEECL

resulted in the formation of a larger and more profitable and broad basedcompany having greater capacity to raise and access funds for growth and

expansion of its business, marketing and selling its products and servicesand conducting trade on more favourable terms. The amalgamation enabled

greater realisation of the potential of the business of TECHNO and TEECLin the merged entity and have beneficial results for the said Companies, theirshareholders and all concerned.


3/3

Salient Features:

Amalgamation of TECHNO Undertaking into TEECL and Change in Name

With effect from 01.04.2009 (the Appointed Date), TECHNO stoodamalgamated with the TEECL. Accordingly, the Undertaking of TECHNO

stood transferred to and vested in TEECL, as a going concern without any

further act, deed, matter or thing so as to become on and from the Appointed

Date the Undertaking of TEECL.

Also, It is expressly provided that in respect of such of the said assets as aremovable in nature or otherwise capable of being transferred by manualdelivery or by endorsement and delivery, the same transferred by TECHNO

and became the property of TEECL accordingly without requiring any deed

or instrument of conveyance for the same.

All debts, liabilities, duties and obligations of TECHNO also transferred tothe TEECL, without any further act or deed, pursuant to the provisions of

Section 394 of the Act, so as to become the debts, liabilities, duties and

obligations of TEECL.

All the employees of TECHNO in service on the Effective Date became theemployees of TEECL on the same terms and conditions on which they are

engaged by TECHNO without treating it as a break, discontinuance or

interruption in service on the said date.

Consequent to the amalgamation and upon the Scheme becoming effective,the name of the Transferee Company was changed to "Techno Electric &

Engineering Company Limited" on and from 14.07.2010.

*********************

alstom info

Documents