Manoj Kumar Dubey, Member (T)

1. The present Application is filed by Expleo Technologies India Private Limited (described in short as "Applicant Company No. 1/Transferor Company 2"), Expleo Engineering India Private Limited (described in short as "Applicant Company No. 2/Transferor Company 3), Silver Software Development Centre Private Limited (described in short as "Applicant Company No. 3/Transferor Company 4) under Sections 230 to 232 of the Companies Act, 2013 and other Applicable provisions of Companies Act, 2013 R/w. Companies (CAA) Rules, 2016 seeking for dispensation of convening the meeting of Equity Shareholders of the Applicant Companies and to convening the meeting of the Unsecured Creditors of the Applicant Companies and since there are no Secured Creditors in the Applicant Companies, there is nothing to convene the meeting of the Secured Creditors in the Applicant Companies.

2. The Applicant Company No. 1/Transferor Company No. 2 is a Private Limited Company bearing CIN: U72900KA2008FTC046904 and was incorporated under the provisions of Companies Act, 1956 with the name and style Silver Atena Electronic Systems (India) Private Limited with the Registrar of Companies, Karnataka. Subsequently, the name was changed to Assystem Technologies India Private Limited on 27.03.2015. Further, vide Certificate of incorporation dated 16.03.2019, the name of the Transferor Company 2 was changed to Expleo Technologies India Private Limited. The Copy of Certificate of Incorporation issued by the Registrar of Companies, Karnataka and Memorandum and Articles of Association is found attached as Annexure A of the Application. As per the Memorandum of Association, the main objects of Applicant Company No. 1 are as follows:

"1. To establish and carry on all or any form of business relating to information technology, telecommunication, computer aided design (CAD), computer aided manufacture (CAM), computer aided engineering (CAE), product data management (PDM) work and other allied, ancillary and incidental development activities including software and middleware development without prejudice to the generality, application software and system software, research and development, advisory and consulting activities pertaining to computer graphics, designs and other related information and communication technologies and engineering services, to carry on the business of manufacture, purchase, sell, export, hire, lease out, fabricate, design, hardware and software for the computer and telecommunication and engineering and consulting services up to the execution of completely outsourced product development processes for embedded software (including but not limited to software with a focus on high integrity systems); the services include all relevant stages along with product development process chain, from product definition and specification up to integration testing and documentation and to carry on the business of Computer Software Development of all kinds, to promote encourage, plan, develop, design, establish maintain, organize, undertake, manage, operate, test and to run in India or abroad computer software, database administration, consultation, software testing, data processing, dissemination of knowledge and skills to the foregoing, computer educational and courseware development and to carry on the work of development of software and related services in all kinds and fields including export of computer software and services and to carry on business as developers, designers, engineers, manufacturers, buyers, sellers, indentors, hirers, lessors, importers, exporters, agents, consultants and dealers of all types of computer software and software maintenance for all types of computer applications and for all types of computer systems and system integration of hardware, software for all types of applications.

2. To undertake study, design and development, implementation, training and all other activities relating to computer aided designs and graphics and to engage in manufacturing of any or all products and to engage in the business of sale, import and export of packaged software and customized software including reverse engineered solutions and to carry on the business of data processing, consultancy services and preparation of project reports and other allied services for computer industry and to carry on the business as developers, designers, engineers, manufacturers, buyers, sellers, indentors, hirers, lessors, importers, exporters, agents, consultants and dealers of all types of computer systems including hardware, firmware and peripherals and maintenance of all types of computer systems.

3. To carry on the business of engineering services and IT services and operations including software development and to carry on the business of process, procurement, and outsourcing consulting and to provide training and related services in the areas of engineering, research and IT services and other related fields and to render assistance in selection and supply of software and hardware including peripherals and documentation; recruitment, selection and training of software and hardware personnel for off shore and on site assignments of the Company or customers of the Company.

4. To undertake and carry on the business of purchasing, acquiring, selling, developing, manufacturing, trading, subcontracting and other allied, ancillary and incidental activities of all kinds of goods in the area of aerospace, automotive, energy, rail and program management of physical manufacturing of aerospace and automotive industry related tooling, automated test equipment and test benches.

5. To interact with universities, research centers, organizations and companies in the various fields of engineering, research and IT services and operations including testing, software development and to maintain engineers, researchers and employees and to publish technical literature, in bulletins, books, periodicals, journals, news letters, news papers, etc and to conduct, organize and to participate, seminars, conferences, exhibitions and workshops to popularize the activities and work results of the Company and marketing and selling the produced results of all the activities and work results within and outside India and to provide consultancy, engineering, technical know-how and support, training and other services."

3. The Authorised, Issued, Subscribed and Paid-Up share capital of the Applicant Company No. 1 as on March 31, 2021 is as under:

It is also stated that subsequent to 31.03.2021 and till the date of filing the Application, there has been no material change in the above mentioned capital structure of the Applicant Company No. 1.

4. The Applicant Company No. 2/Transferor Company No. 3 is a Private Limited Company bearing CIN: U72900KA2003PTC031849 and was incorporated under the provisions of Companies Act, 1956 with the name and style Silver Atena Electronic Systems (India) Private Limited with the Registrar of Companies, Karnataka. Subsequently, the name was changed to Assystem India Private Limited on 05.06.2008. Further, vide Certificate of incorporation dated 29.03.2019, the name of the Transferor Company 3 was changed to Expleo Engineering India Private Limited. The Copy of Certificate of Incorporation issued by the Registrar of Companies, Karnataka and Memorandum and Articles of Association is found attached as Annexure C of the Application. As per the Memorandum of Association, the main objects of Applicant Company are as follows:

"1. To carry on the business of engineering services and application oriented research in various engineering, information and communication technologies including structural analysis, aerothermodynamics, CAD, electronics, software technology, telematics, modelling and simulation, IT Security, autonomous systems and pattern recognition, including various application areas such as gas turbines, airframes, drive and vehicle systems, methods and tools in propulsion systems, airplanes and vehicle development, embedded systems, traffic, process automation, micro electronics and micro systems, energy conversion, production, materials technology.

2. To carry on the business of engineering service and IT service and operations including software development and to carry on the business of process, procurement, and outsourcing consulting and to provide training and related services in the areas of engineering, research and IT service and other related fields.

3. To interact with universities, research centres, organizations and companies in the various fields of engineering, research and IT service and operations including testing, software development and to maintain engineers, researchers and employees and to publish technical literature, magazines, information regarding technical and non-technical topics in bulletins, books, periodicals, journals, news letters, news papers, etc and to conduct, organize and to participate in conferences, seminars, exhibitions, and workshops to popularize the activities and work results of the Company and marketing and selling the produced results of all the activities and work results within and outside India".

5. The Authorised, Issued, Subscribed and Paid-Up share capital of the Applicant Company No. 2 as on March 31, 2021 is as under:

It is also stated that subsequent to 31.03.2021 and till the date of filing the Application, there has been no material change in the above mentioned capital structure of the Applicant Company No. 2.

6. The Applicant Company No. 3/Transferor Company No. 4 is a Private Limited Company bearing CIN: U72200KA2008PTC045335 and was incorporated under the provisions of Companies Act, 1956 with the name and style Silver Software Development Centre Private Limited with the Registrar of Companies, Karnataka. The Copy of Certificate of Incorporation dated 12.02.2008 issued by the Registrar of Companies, Karnataka and Memorandum and Articles of Association is found attached as Annexure-E of the Application. As per the Memorandum of Association, the main objects of Applicant Company are as follows:

"1. To carry on the business of manufacture, purchase, sell, export, hire, lease out, fabricate, design, hardware and software for the computer and telecommunication.

2. To carry on the business of Data Processing, consultancy services and preparation of project reports and other allied services for computer and telecommunication industries."

7. The Authorised, Issued, Subscribed and Paid-Up share capital of the Applicant Company No. 3 as on March 31, 2021 is as under:

It is also stated that subsequent to 31.03.2021 and till the date of filing the Application, there has been no material change in the above mentioned capital structure of the Applicant Company No. 3.

8. The Non-Applicant Company/Transferor Company No. 1 is a Private Limited Company bearing CIN: U72200PN2003PTC018619 and was incorporated under the provisions of Companies Act, 1956 with the name and style of Verisoft Infosystems Private Limited with the Registrar of Companies, Pune, Maharashtra. Subsequently, the name was changed to SQS India Infosystems Private Limited on 29.10.2008 and lastly name changed to Expleo India Infosystems Private Limited on 13.03.2019. The Copy of Certificate of Incorporation issued by the Registrar of Companies, Pune and Memorandum and Articles of Association is found attached as Annexure G of the Application. As per the Memorandum of Association, the main objects of Applicant Company are as follows:

"1. To carry on the business of trading, dealing, importing, exporting, servicing, selling, developing, repairing, exchanging, distributing of software like computer software including data processing, scientific software including real time, numerical control and related software required in computer aided design, knowledge based systems, quality assurance and software testing, information technology software used in automation, plant and machinery, systems, techniques and to produce orders from Indian or overseas customers and render technical service as are necessary in processing and completion of such orders.".

9. The Authorised, Issued, Subscribed and Paid-Up share capital of the Transferor Company No. 1 as on March 31, 2021 is as under:

It is also stated that subsequent to 31.03.2021 and till the date of filing the Application, there has been no material change in the above mentioned capital structure of the Transferor Company No. 1.

10. The Non-Applicant Company/Transferee Company is a Private Limited Company bearing CIN: L64202TN1998PLC066604 and was incorporated under the provisions of Companies Act, 1956 as Relliant Global Services (India) Private Limited, with the Registrar of Companies, Bengaluru, Karnataka. Subsequently, the name was changed to Thinksoft Global Services Private Limited on 30.11.1999. Later the Registered office of the Company shifted to Chennai, Tamilnadu. The Company was converted into Public Limited on 19.08.2008 and the name changed to Thinksoft Global Services Limited. Subsequently, the name was changed to SQS India BFSI Limited on 05.08.2014. Lastly, the name changed to Expleo Solutions Limited on 10.04.2019. Presently, the Transferee Company is part of Expleo Group, a trusted partner for end-to-end and integrated engineering, quality and management consulting services for digital transformation services to the Banking, financial services and insurance industry worldwide. The Copy of Certificate of Incorporation issued by the Registrar of Companies, Karnataka and Memorandum and Articles of Association is found attached as Annexure J of the Application. As per the Memorandum of Association, the main objects of Applicant Company are as follows:

"1. To manufacture, process, produce, test, certify, review, purchase, sell or otherwise transfer, lease, import, export, hire license, use, dispose of, operate, fabricate, construct, distribute, assemble, design, charter, acquire, market, recondition, work upon or otherwise, generally deal in any or all types of data communication, productions or telecommunications including but not limited to computer software and programs in any form, documentations, installation programs, software prototypes and program products of any and all description."

2. To provide consultancy services related to the preparation, design, testing, certification and enhancement and maintenance of accounting, statistical, scientific or mathematical information and reports, data processing, programming, collecting, storing, processing and transmitting information and data of every kind and description including systems analysis and machine services for solving or aiding commercial, industrial, scientific and research problems and for all other related business.

3. To carry on all or any of the business of suppliers, distributors, converters, carriers, stores, processors and importers and exporters of any raw materials or any products or by-products derived from any such business under conditions of direct ownership or through its associates, franchise, licensee or subsidiary companies."

11. The Authorised, Issued, Subscribed and Paid-Up share capital of the Transferee Company as on March 31, 2021 is as under:

It is also stated that subsequent to 31.03.2021 and till the date of filing the Application, there has been no material change in the above mentioned capital structure of the Transferee Company.

12. The preamble of the proposed Scheme is at Annexure-M of this Application and the same reads as under:-

"(1) PREAMBLE

1.1 This Scheme (as defined hereinafter) is presented pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, as may be applicable, for:

i. Amalgamation of Expleo India Infosystems Private Limited (hereinafter referred to as the "Transferor Company 1" or "EIIPL") with Expleo Solutions Limited (hereinafter referred to as the "Transferee Company" or "ESL") and consequent issue of equity shares by the Transferee Company to the shareholders of the Transferor Company 1;

ii. Amalgamation of Expleo Technologies India Private Limited (hereinafter referred to as the "Transferor Company 2" or "ETIPL") and Expleo Engineering India Private Limited (hereinafter referred to as the "Transferor Company 3" or "EEIPL") with the Transferee Company;

iii. Amalgamation of Silver Software Development Centre Private Limited (hereinafter referred to as the "Transferor Company 4" or "SSDCPL") with the Transferee Company;

iv. Various other matters consequential or otherwise integrally connected herewith."

13. The Board of Directors of the Applicant Company Nos. 1, 2 & 3 had passed the resolution dated July 9, 2021 approving the Scheme. The said resolution dated July 9, 2021 has been attached as Annexure L of the Application.

14. The Learned Counsel for the Applicant Companies submits that affidavit regarding no pending legal proceedings against the applicant companies is attached at Page 637 of the Application.

15. The instant Application has been filed with prayer for dispensing with the meeting of Equity Shareholders of the Applicant Companies and to convene meeting of Unsecured Creditors of the Applicant Companies, with the following requirements:

I. "Direct to dispense with the requirement of convening the meeting of the Equity Shareholders of the Applicant Companies under the provisions of the Companies Act, 2013;

II. Since there are No (Nil) Secured Creditors in the Applicant Companies, there is no scope for meeting of Secured Creditors.

III. Direct to convene the meeting of the Unsecured Creditors of the Applicant Companies under the provisions of the Companies Act, 2013."

16. The Learned Counsel for the Applicant Company No. 1 has submitted that as per the Certificate dated 03.11.2021 (Annexure-N of the Application) issued by M/s. Vadiraj & Co., Chartered Accountants, there are 2 (Two) Equity Shareholders in the Applicant Company No. 1 as on 30.06.2021. The details are given below:

All the Equity Shareholders of the Applicant Company No. 1 have given their consent by way of affidavit for the Scheme for dispensing with the convening of a meeting of the Equity Shareholders of the Company. The Consent affidavits are part of Annexure-N of the Application.

17. The Learned Counsel for the Applicant Company No. 2 has submitted that as per the Certificate dated 03.11.2021 (Annexure-P of the Application) issued by M/s. Vadiraj & Co., Chartered Accountants, there are 2 (Two) Equity Shareholders in the Applicant Company No. 2 as on 30.06.2021. The details are given below:

All the Equity Shareholders of the Applicant Company No. 2 have given their consent by way of affidavit for the Scheme for dispensing with the convening of a meeting of the Equity Shareholders of the Company. The Consent affidavits are part of Annexure-P of the Application.

18. The Learned Counsel for the Applicant Company No. 3 has submitted that as per the Certificate dated 03.11.2021 (Annexure-Q of the Application) issued by M/s. Vadiraj & Co., Chartered Accountants, there are 2 (Two) Equity Shareholders in the Applicant Company No. 3 as on 30.06.2021. The details are given below:

All the Equity Shareholders of the Applicant Company No. 3 have given their consent by way of affidavit for the Scheme for dispensing with the convening of a meeting of the Equity Shareholders of the Company. The Consent affidavits are part of Annexure-Q of the Application.

19. The learned Counsel for the Applicant Company companies have submitted that as per the Certificate dated 03.11.2021 (Annexure-R, S & T of the Application) issued by M/s. Vadiraj & Co., Chartered Accountants, there are no Secured Creditor in the Applicant Company companies as on 30.06.2021.

20. The Learned Counsel for the Applicant Company No. 1 has submitted that as per the Certificate dated 03.11.2021 (Annexure-V of the Application) issued by M/s. Vadiraj & Co., Chartered Accountants, that there are 24 (Twenty Four) Unsecured Creditors as on 30.06.2021 in the Applicant Company No. 1 and seeks to convene the meeting of the Unsecured Creditors of Applicant Company No. 1 for the proposed Scheme.

21. The Learned Counsel for the Applicant Company No. 2 has submitted that as per the Certificate dated 03.11.2021 (Annexure-W of the Application) issued by M/s. Vadiraj & Co., Chartered Accountants, that there are 02 (Two) Unsecured Creditors as on 30.06.2021 in the Applicant Company No. 2 and seeks to convene the meeting of the Unsecured Creditors of Applicant Company No. 2 for the proposed Scheme.

22. The Learned Counsel for the Applicant Company No. 3 has submitted that as per the Certificate dated 03.11.2021 (Annexure-X of the Application) issued by M/s. Vadiraj & Co., Chartered Accountants, that there are 02 (Two) Unsecured Creditors as on 03.11.2021 in the Applicant Company No. 3 and seeks to convene the meeting of the Unsecured Creditors of Applicant Company No. 3 for the proposed Scheme.

23. The Applicant Companies have filed affidavit dated 20.12.2021 stating that the Applicant Companies have not opted for or undertaken any Scheme of Corporate Debt Restructuring and not envisage for any reduction of share capital.

24. The Applicant Company has also filed no objection/observation letter dated 07.10.2021 issued by the Bombay Stock Exchange and National Stock Exchange which is attached in Annexure-Y respectively of the Application.

25. The Learned Counsel for the Applicant Company also submitted that the Certificate of the statutory auditors has been filed stating that the Accounting Treatment specified in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act. The aforesaid Certificate dated 01.07.2021 is attached as Annexure-Z of the Application.

26. It is submitted that the rationale of Scheme as given in preamble of the Scheme, are as follows:

"To consolidate all the Indian business of Group in a Single entity to enhance business focus, improve synergies and focus on long term value creation, and to simplify the Corporate Structure. The amalgamation of the Transferor Companies (as defined hereinafter) with the Transferee Company would inter alia have the following benefits:

a) The Transferor Companies and the Transferee Company are part of the Expleo Group. Expleo Technology Germany, GmbH holds 56.17% the shares of the Transferee Company. The business of the Transferor Companies is synergistic to the business of the Transferee Company. Upon the Scheme coming into effect, the synergistic benefits arising from the amalgamation of the Transferor Companies into the Transferee Company would result in even more effective business strategy for the Transferee Company and shall result in greater efficiency, integration of technologies, capabilities and cost effectiveness in the functioning and operation of the Transferee Company. Further, the Scheme will result in the entire business of the Transferor Companies being transferred to the Transferee Company, there by resulting in the shareholders of the Transferor Companies and the Transferee Company having participation in, and deriving benefits from, the growth and prospects of the combined business operations of the Transferor Companies and the Transferee Company.

b) The Scheme will make available assets, financial, managerial and technical resources, personnel, capabilities, skills, expertise and technologies of the Transferor Companies to the Transferee Company leading to synergistic benefits, enhancement of future business potential, cost reduction and enhance efficiencies, productivity gains and logistical advantages, thereby contributing to future growth and enhancement of shareholder value.

c) The Scheme will result in economies of scale and consolidation of opportunities offered by the Scheme, which will contribute to make the Transferee Company, pursuant to the sanctioning of the Scheme, more profitable, thereby further enhancing the overall shareholder value.

d) The amalgamation would motivate employees of the Transferor Companies by providing better opportunities to scale up their performance with a larger corporate entity having large revenue base, resources, asset base etc., which will boost employee morale and provide better corporate performance ultimately enhancing shareholder value.

In view of the aforesaid, the Board of Directors of the Transferor Companies and the Transferee Company have considered and proposed this Scheme of Amalgamation under the provisions of Section 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013."

27. The Learned Counsel for the Applicant Companies further submitted that the Applicant Companies have filed its audited financial statements for year ending on 31.03.2021 as Annexure-B1, D1 & F1 of the Application.

28. Further the learned Counsel for the Applicant Companies have filed Unaudited financial statements for year ending on 31.12.2021 respectively vide Diary No. 876 dated 03.02.2022.

29. Clause 8.1 of the Scheme stated that, all employees as on the Effective Date shall become the permanent employees of the Transferee Company on terms and conditions not less favourable than those on which they are engaged by the Transferor Company 1 and without any interruption of, or break in service as a result of the transfer of the undertaking 1. The past services of the employees and benefits to which the employees are entitled in the Transferor Company be taken into account for the purpose of payment of any compensation, gratuity and other terminal benefits by the Transferee Company.

30. We have heard the learned Counsel for the Applicant Companies and have perused the records and the supporting documents/papers filed along with the "Scheme" contemplated by the Applicant Company with the assistance of learned counsel for the Applicant/Transferee Company.

31. In view of the above, following directions are issued with respect to dispensation of calling and convening the meeting of Equity Shareholders of the Applicant Companies and directions are issued with respect to calling and convening of meeting of the Unsecured Creditors Applicant Companies as well as issuance of notices including by way of publication in newspaper which are as follows:

a) In view of the aforesaid discussion, the meeting of the Equity Shareholders of Applicant Company Nos. 1, 2 & 3 is dispensed with. Since, there are no Secured in Applicant Company Nos. 1, 2 & 3, therefore there is nothing to convene their meetings.

b) Meeting of the Unsecured Creditors of the Applicant No. 1 Company is to be convened on 10.06.2022 at 10 am through Video Conference or Other Audio Visual Means (OAVM) as per the guidelines issued by MCA or at the R/o. at Unit No. 201 (2A), XYLEM, Plot No. 4 & 4A, 2nd Floor, Dyavasandra Industrial Area, ITPB Main Road, Mahadevapura, Bengaluru - 560 048, subject to the notice of the meeting being issued through post. The quorum of the meeting of the Unsecured Creditors shall be 40% in total value of the Unsecured Creditors either personally present or through proxy.

c) Meeting of the Unsecured Creditors of the Applicant No. 2 Company is to be convened on 10.06.2022 at 12 noon through Video Conference or Other Audio Visual Means (OAVM) as per the guidelines issued by MCA or at the R/o. at Unit No. 201 (2A), XYLEM, Plot No. 4 & 4A, 2nd Floor, Dyavasandra Industrial Area, ITPB Main Road, Mahadevapura, Bengaluru - 560 048, subject to the notice of the meeting being issued through post.

d) Meeting of the Unsecured Creditors of the Applicant No. 3 Company is to be convened on 10.06.2022 at 2 pm through Video Conference or Other Audio Visual Means (OAVM) as per the guidelines issued by MCA or at the R/o. at Unit No. 201 (2A), XYLEM, Plot No. 4 & 4A, 2nd Floor, Dyavasandra Industrial Area, ITPB Main Road, Mahadevapura, Bengaluru - 560 048, subject to the notice of the meeting being issued through post.

e) In case the required quorum as noted above for the meetings of the shareholders of the Applicant Company is not present at the commencement of the meetings, the respective meetings shall be adjourned by 30 minutes, and thereafter, the persons present and voting shall be deemed to constitute the quorum. For the purpose of completing the quorum, the valid proxies and Authorized Representatives shall also be considered, if the proxy in the prescribed form, duly signed by the person entitled to attend and vote at the meeting, is filed through email or otherwise at the respective registered office of the Applicant Company. The Chairperson along with Scrutinizer shall ensure that the proxy register is properly maintained. The Scrutinizer is also duty bound to record all proceedings of the meeting conducted through Video Conference.

f) Shri Chintan Chinnappa, Advocate, having address at Spectrum Law, No. 101, 1st Floor, Promenade Road, Fraser Town, Bangalore 560005 Email ID: chintan@spectrumlegal.in, Mobile No. 9686455514 is appointed as the Chairperson for the meeting to be held for the unsecured Creditors of the Applicant Company No. 1 under this order. He shall be paid fee of Rs. 1,00,000/- for his services as the Chairperson. Shri Chetan Jeevandas Nayak, PCS, having address at New no. 82 (old no. 698), 6th main, 4th Cross, Vijayanagar, Bangalore-560040, Email ID: 9964281156, Mobile No. 9964281156 is appointed as the Scrutinizer for the above meeting to be called under this order. Shall be paid fee of Rs. 60,000/- for his services as the Scrutinizer.

g) Shri J Achalanand, Advocate, having address at c/o Khaitan & Co LLP, 3rd Floor, Embassy Quest, 45/1, Magrath Road, Bengaluru Email ID: achal.anand@khaitanco.com, Mobile No. 9880187470 is appointed as the Chairperson for the meeting to be held for the Unsecured Creditors of the Applicant Company No. 2 under this order. He shall be paid fee of Rs. 50,000/- for his services as the Chairperson. Shri Parameshwar Ganapati Bhat, PCS, having address at # 496/4, 2nd Floor, 10th Cross, Near Bashyam Circle, Sadashivanagar, Bangalore -560080, Email ID:parameshwar@vjkt.in, Mobile No. 9449134152 is appointed as the Scrutinizer for the above meeting to be called under this order. Shall be paid fee of Rs. 30,000/- for his services as the Scrutinizer.

h) Shri J Achalanand, Advocate, having address at c/o Khaitan & Co LLP, 3rd Floor, Embassy Quest, 45/1, Magrath Road, Bengaluru Email ID: achal.anand@khaitanco.com, Mobile No. 9880187470 is appointed as the Chairperson for the meeting to be held for the Unsecured Creditors of the Applicant Company No. 3 under this order. He shall be paid fee of Rs. 50,000/- for his services as the Chairperson. Shri Parameshwar Ganapati Bhat, PCS, having address at # 496/4, 2nd Floor, 10th Cross, Near Bashyam Circle, Sadashivanagar, Bangalore - 560080, Email ID: parameshwar@vjkt.in, Mobile No. 9449134152 is appointed as the Scrutinizer for the above meeting to be called under this order. Shall be paid fee of Rs. 30,000/- for his services as the Scrutinizer.

i) It is further directed that individual notices of the said meeting shall be sent by the Applicant Company to the respective shareholders through registered post or speed post or through courier or through electronic mode, 30 days in advance before the scheduled date of meeting, indicating the day, date, time and link to the meeting if meeting is conducted through Video Conference as aforesaid, together with a copy of the Scheme, copy of explanatory statement required to be sent under the Companies Act, 2013 and the applicable Rules, along with the proxy forms and any other documents as may be prescribed under the Act shall also be duly sent with the notice.

j) It is further directed that along with the notice Applicant Company shall also send statement explaining the effect of the Scheme on the Creditors, key managerial personnel, promoters and non-promoter members etc., along with effect of the arrangement for amalgamation on any material interests of the Directors of the Company as provided under sub-section 3 of the Section 230 of the Act.

k) That the Applicant Companies shall publish with a gap of at least 30 clear days before the aforesaid meetings, indicating the day, date, time and link of the meeting to be conducted through video Conference as aforesaid, to be published in "Financial Express" (English) and " Vishwavani" (Kannada), both in Karnataka Edition. It is to be stated in the advertisement that the copies of "Scheme", the Explanatory Statement required to be published pursuant to Section 230 to 232 of the Act and the form of proxy shall be provided free of charge at the registered office of the Applicant Company. The Applicant Company shall also publish the notice on its respective website, if any.

l) The Authorized Representative of the Applicant Company shall furnish affidavit of service of notice of meetings and publication of advertisement and compliance of all directions contained herein at least ten (10) days before the date of proposed meetings.

m) Voting shall be allowed on the " Scheme" in person or by proxy or through electronic means as may be applicable to the Applicant Company under the Act and the Rules/Regulations framed by SEBI or there under.

n) The Chairperson shall be responsible to report the result of the meeting to the Tribunal in Form No. CAA 4, as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 within 07 (seven) days of the conclusion of the meetings. He would be fully assisted by the Authorized Representative/Company Secretary of the Applicant Company and the Scrutinizer, who will assist the Hon'ble Chairperson and Alternate Chairperson in preparing and finalizing the reports.

o) The Applicant Company shall individually and in compliance of sub-section (5) of section 230 and Rule 8 of the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016 send notices in Form No. CAA 3 along with a copy of the Scheme, the Explanatory Statement and the disclosures mentioned in Rule 6 of the " Rules" to (i) the Central Government through the office of the Regional Director (South East Region); (ii) Concerned Registrar of Companies; (iii) Official Liquidator (iv) Nodal Officer of Income Tax Department having jurisdiction over the Applicant Company are assessed by mentioning their respective PAN Number; (v) Competition Commission of India (CCI) (vi) Reserve Bank of India (RBI) and other Sectoral Regulators/Authorities, if any, stating that representations, if any, to be made by them shall be sent to the Tribunal within a period of 30 days from the date of receipt of such notice and copy of such representation shall simultaneously be sent to the concerned companies, failing which, it shall be presumed that they have no objection to the proposed Scheme.

p) The Applicant Company shall furnish copy of the Scheme free of charge within one day of any requisition for the "Scheme" made by any shareholder entitled to attend the aforesaid meetings.

q) It shall be the responsibility of the Applicant Company to ensure that the notices are sent under the signature and supervision of the authorized representative of the Company on the basis of Board Resolutions.

r) All the aforesaid directions are to be compiled with strictly in accordance with the applicable laws including forms and formats contained in the "Rules" as well as the provisions of the Companies Act, 2013, by the Applicant Company.

32. With the aforesaid directions, this First Motion Application stands disposed of. A copy of this order be supplied to the learned Counsel for the Applicant Companies, who in turn shall supply copy of the same to the Chairperson and the Scrutinizer.