CG Power and Industrial : Agreements/Contracts/Arrangements/ MOU's PARA A

Our Ref: COSEC/106/2022-23	19th October, 2022
	By portal
The Corporate Relationship	The Assistant Manager - Listing
Department	National Stock Exchange of India Ltd.
BSE Limited	Exchange Plaza, Bandra-Kurla
1st Floor, New Trading Ring	Complex,
Rotunda Building,	Bandra (East),
Phiroze Jeejeebhoy Towers,	Mumbai 400 051
Dalal Street, Mumbai 400 001
Scrip Code : 500093	Scrip Id : CGPOWER
Dear Sir / Madam,

Sub: Disclosure on approval of Draft Scheme of Arrangement between the Company and its shareholders.

We wish to inform you that the Board of Directors of the Company has, at its meeting held today (i.e. 19th October, 2022), inter-alia, considered and approved the draft Scheme of Arrangement between the Company and its shareholders ("Scheme") pursuant to Section 230 and other applicable provisions of the Companies Act, 2013 ("the Act") as recommended by the Audit Committee and Independent Directors of the Company. The draft Scheme provides for the reorganisation of capital of the Company, whereby it is proposed to transfer an amount of Rs. 400 Crores (Rs. Four Hundred Crores only) from the credit balance lying in General Reserves to the Retained Earnings account, in order to offset the accumulated losses of the Company from the past years with effect from the Appointed Date as mentioned in the draft Scheme.

The Scheme is subject to receipt of regulatory approvals/ clearances from the Hon'ble National Company Law Tribunal, Mumbai Bench, Securities and Exchange Board of India , BSE Limited and National Stock Exchange of India Limited and such other approvals/clearances as may be applicable. Upon filing the draft Scheme with all supporting documents to be filed with the designated Stock Exchange, the same shall be disclosed on the Company's website viz: www.cgglobal.comin accordance with provisions of applicable law.

In terms of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015, the requisite details are furnished in Annexure A hereto.

We would appreciate if you could take the same on record.

Thanking you

Yours faithfully,

For CG Power and Industrial Solutions Limited

Digitally signed by

PURUSHOTHAMAN

PURUSHOTHAMAN VARADARAJAN

VARADARAJAN Date: 2022.10.19 17:06:26 +0530

1. Varadarajan Company Secretary

Encl: as above

		Annexure A
Sr. No.	Particulars	Details
1.	Details and reasons	The Scheme provides for capital reorganisation of the
	for	Company, inter alia, providing for transfer of amounts
	restructuring	standing to the credit of the General Reserves to the
		Retained Earnings of the Company.
		Rationale of the Scheme:
		1. The Company had gone through a turbulent phase in
		past. The Company had suffered substantial losses
		during the past few years under the old management.
		2. During the Financial Year 2020-21, the lenders of the
		Company and the Company had received a binding
		offer from Tube Investments of India Limited ('TIL') for
		resolving the debts of the Company and to infuse equity
		capital in the Company. The Company, its lenders and
		TIL had executed the Master Implementation cum
		Compromise Settlement Agreement ('Settlement
		Agreement') and the Company had discharged and
		settled the existing credit facilities including corporate
		guarantees. The Settlement Agreement also provided
		for change in management and promoters of the
		Company. With the infusion of the capital from TIL, the
		Company settled the outstanding dues of employees,
		vendors and other creditors as the first step of revival
		followed by restoring normalcy of operations across all
		the business divisions.
		3. Post change in the management control, the
		Company, generated profits in the financial year ended
		31st March 2022.
		4. As per the audited financial statements of the
		Company on 31st March 2022, the Company continues
		to carry a negative balance of retained earnings, while
		it has unutilized balances lying under various other
		reserves more specifically under General Reserve.
		5. Despite profitability, the financial statements of the
		Company are not reflective of its true current financial
		position and therefore, it is necessary to reorganize the
		retained earnings of the Company.
		6. The proposed reclassification of reserves is in the
		interest of the Company and its shareholders, creditors
		and all other stakeholders of the Company.
2.	Quantitative and/ or	In terms of the Scheme, an amount of Rs. 400 crores
	qualitative	(Rs. Four Hundred Crores only) standing to the credit of

	effect of restructuring	the General Reserves as on the Appointed Date, shall
				be transferred to the Retained Earnings of the
				Company.
				There is no outflow of cash from the Company on
				account of the Scheme.
				The Scheme will not have any adverse impact on the
				interests of the shareholders, creditors or stakeholders
				of the Company.
3.	Details of	benefit, if	The Scheme envisages capital reorganization of the
	any,	to	the	Company, inter alia, providing for transfer of amounts
	promoter/promoter		standing to the credit of the General Reserves to the
	group/group		Retained Earnings of the Company. Pursuant to the
	companies from such	Scheme, neither any consideration to be paid nor any
	proposed			securities are proposed to be issued to the
	restructuring		shareholders (promoter or public) of the Company and
				hence, there will be no alteration in the rights or interest
				of any shareholder (promoter or public).
				Thus, no specific benefit is derived by the promoter/
				promoter group of the Company pursuant to the
				Scheme.
4.	Brief details of change	Pursuant to the Scheme, there shall be no change in
	in the shareholding		the shareholding pattern of the Company.
	pattern (if any) of the
	all entities.