Supplementary Agenda for 80th Meeting of the BoA for SEZ to be held on 17th November, 2017
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No. F.2/6/2017-SEZ Government of India Ministry of Commerce and Industry Department of Commerce (SEZ Section) Udyog Bhawan, New Delhi _ Dated the 14"" November, 2017
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OFFICE MEMORANDUM
Subject: Supplementary Agenda for the (80") Meeting of the Board of Approval on Special Economic Zones (SEZs) scheduled to be held on 17" November, 2017 at 11.00 A.M in Room No. 47 Udyog Bhawan, New Delhi — Forwarding supplementary agenda thereof.
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the In continuation of this Department’s O.M of even number dated 10" November, 2017 som undersigned is directed to forward herewith the Supplementary Agenda for the 17" meeting of the Board of Approval for SEZs scheduled to be held on November, 2017, for information and necessary action. Soft copy of the supplementary agenda has also been hosted on the website: www.sezindia.nic.in. The addressees located outside Delhi are requested to download the supplementary agenda from the above mentioned website.
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2 The addressees are requested to make it convenient to attend the meeting.
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----- Start of picture text -----<br> ee|. V.<br>(T.V. Ravi) }:<br>Tel: 2306Director3960 Iy|u ><br>Email: talla.ravi@nic.in<br>----- End of picture text -----<br>
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Central Board of Excise and Customs, Member (Customs), Department of Revenue, - North Block, New Delhi. (Fax: 23092628). . :
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Central Board of Direct Taxes, Member (IT), Department of Revenue, North Block, _ New Delhi. (Telefax: 23092107).
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Joint Secretary, Ministry of Finance, Department of Financial Services, Banking 4. Division, Jeevan Deep Building, New Delhi (Fax: 23344462/23366797). Joint Secretary, Department of Industrial Policy and Promotion, Udyog Bhawan, New Delhi. > ;
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Joint Secretary, Ministry of Shipping, Transport Bhawan, New Delhi. . 6. Joint Secretary (E), Ministry of Petroleum and Natural Gas, Shastri Bhawan, New Delhi
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Joint Secretary, Ministry of Agriculture, Plant Protection, Krishi Bhawan, New Delhi. 8. Ministry of Science and Technology, Sc ‘G’ & Head (TDT), Technology Bhavan, Mehrauli Road, New Delhi. (Telefax: 26862512)
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Joint Secretary, Department of Biotechnology, Ministry of Science and Technology, eg Floor, Block 2, CGO Complex, Lodhi Road, New Delhi - 110 003.
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Additional Secretary and Development Commissioner (Micro, Small and Medium Enterprises Scale Industry), Room No. 701, Nirman Bhavan, New Delhi
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(Fax: 23062315). Secretary, Department of Electronics & Information Technology, Electronics
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Niketan, 6, CGO Complex, New Delhi. (Fax: 24363101) Joint Secretary (IS-I), Ministry of Home Affairs, North Block, New Delhi —
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(Fax: 23092569) Joint Secretary (C&W), Ministry of Defence, Fax: 23015444, South Block, New
; Delhi. 14. Joint Secretary, Ministry of Environment and Forests, Pariyavaran Bhavan, CGO Complex, New Delhi — 110003 (Fax: 24363577)
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Joint Secretary & Legislative Counsel, Legislative Department, M/o Law & Justice, 16. A-Wing, Shastri Bhavan, New Delhi. (Tel: 233 87095). ; Joint Secretary, (Justice-I), Department of Legal Affairs, M/o Law & Justice, New Delhi (Tel: 2338 3037).
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Secretary, Department of Chemicals & Petrochemicals, Shastri Bhawan, New Delhi 18. Joint Secretary, Ministry of Overseas Indian Affairs, Akbar Bhawan, Chanakyapuri, New Delhi. (Fax: 24674140)
19, Chief Planner, Department of Urban Affairs, Town Country Planning Organisation, 20. Vikas Bhavan (E-Block), I.P. Estate, New Delhi. (Fax: 23073678/23379197) Director General, Director General of Foreign Trade, Department of Commerce, Udyog Bhavan, New Delhi.
- Director General, Export Promotion Council for EOUs/SEZs, 8G, 8" Floor, Hansalaya Building, 15, Barakhamba Road, New Delhi — 110 001 (Fax: 223329770)
22.Dr. Rupa Chanda, Professor, Indian Institute of Management, Bangalore, Bennerghata Road, Bangalore, Karnataka
23, Development Commissioner, Noida Special Economic Zone, Noida.
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Development Commissioner, Kandla Special Economic Zone, Gandhidham.
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Development Commissioner, Falta Special Economic Zone, Kolkata. 26. Development Commissioner, SEEPZ Special Economic Zone, Mumbai.
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Development Commissioner, Madras Special Economic Zone, Chennai 28. Development Commissioner, Visakhapatnam Special Economic Zone, Visakhapatnam
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Development Commissioner, Cochin Special Economic Zone, Cochin.-
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Development Commissioner, Indore Special Economic Zone, Indore.
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Development Commissioner, Mundra Special Economic Zone, 4" Floor, C Wing, Port Users Building, Mundra (Kutch) Gujarat.
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Development Commissioner, Dahej Special Economic Zone, Fadia Chambers, Ashram Road, Ahmedabad, Gujarat
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Development Commissioner, Navi Mumbai Special Economic Zone, SEEPZ Service Center, Central Road, Andheri (East), Mumbai — 400 096
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Development Commissioner, Sterling Special Economic Zone, Sandesara Estate, 35. Atladra Padra Road, Vadodara - 390012 Development Commissioner, Andhra Pradesh Special Economic Zone, Udyog Bhawan, 9"" Floor, Siripuram, Visakhapatnam — 3
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Development Commissioner, Reliance Jamnagar Special Economic Zone, Jamnagar, Gujarat
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Development Commissioner, Surat Special Economic Zone, Surat, Gujarat
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Development Commissioner, Mihan Special Economic Zone, Nagpur, Maharashtra 39. Development Commissioner, Sricity Special Economic Zone, Andhra Pradesh. 40. Development Commissioner, Mangalore Special Economic Zone, Mangalore.
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CommerceGovernment of Andhra Pradesh, Principal Secretary and CIP, Industries and 42. Department, A.P. Secretariat, Hyderabad — 500022. (Fax: 040-23452895). Government of Telangana, Special Chief Secretary, Industries and Commerce
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Department, Telangana Secretariat Khairatabad, Hyderabad, Telangana. Government of Karnataka, Principal Secretary, Commerce and Industry Department,
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Vikas Saudha, Bangalore — 560001. (Fax: 080-22259870) Government of Maharashtra, Principal Secretary (Industries), Energy and Labour Department, Mumbai — 400 032.
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Government of Gujarat, Principal Secretary, Industries and Mines Department Sardar 46. Patel Bhawan, Block No. 5, 3rd Floor, Gandhinagar — 382010 (Fax: 079-23250844). Government of West Bengal, Principal Secretary, (Commerce and Industry), IP Branch Ci Floor), SEZ Section, 4, Abanindranath Tagore Sarani (Camac Street) Kolkata — 700 016
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Government of Tamil Nadu, Principal Secretary (Industries),. Fort St. George, Chennai — 600009 (Fax: 044-25370822).
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Government of Kerala, Principal Secretary (Industries), Government Secretariat, Trivandrum — 695001 (Fax: 0471-2333017).
49.Government of Haryana, Financial Commissioner and Principal Secretary), Department of Industries, Haryana Civil Secretariat, Chandigarh (Fax: 0172-2740526).
- Government of Rajasthan, Principal Secretary (Industries), Secretariat Campus, 51. Bhagwan Das Road, Jaipur — 302005 (0141-2227788). Government of Uttar Pradesh, Principal Secretary, (Industries), Lal Bahadur Shastri Bhawan, Lucknow — 226001 (Fax: 0522-2238255).
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Government of Punjab, Principal Secretary Department of Industry & Commerce Udyog Bhawan), Sector -17, Chandigarh- 160017.
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Government of Puducherry, Secretary, Department of Industries, Chief Secretariat, Puducherry.
54.Government of Odisha, Principal Secretary (Industries), Odisha Secretariat, Bhubaneshwar — 751001 (Fax: 0671-536819/2406299).
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Government of Madhya Pradesh, Chief Secretary, (Commerce and Industry), Vallabh Bhavan, Bhopal (Fax: 0755-2559974)
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Government of Uttarakhand, Principal Secretary, (Industries), No. 4, Subhash Road, Secretariat, Dehradun, Uttarakhand
57.Government of Jharkhand (Secretary), Department of Industries Nepal House, Doranda, Ranchi — 834002.
- Union Territory of Daman and Diu and Dadra Nagar Haveli, Secretary (Industries), Department of Industries, Secretariat, Moti Daman — 396220 (Fax: 0260-2230775).
59.Government of Nagaland, Principal Secretary, Department of Industries and Commerce), Kohima, Nagaland.
- Government of Chattishgarh, Commissioner-cum-Secretary Industries, Directorate of Industries,(Fax: 0771-2583651).LIC Building Campus, gnd Floor, Pandri, Raipur, Chhattisgarh
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Copy to: PSO to CS/ PPS to AS (SK)/ PA to Dir (TVR)
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Supplementary Agenda for the 80" meeting of the Board of Approval to be held on tk November, 2017, at 11.00 A.M. in Room No. 47, Udyog Bhawan, New Delhi
Item No. 80.7: Change of Shareholding Pattern Cases (14 proposals)
During the 74th BOA Meeting held on 6.1.2017, while considering proposals relating to Change in Shareholding patterns of SEZ Units on the basis of the BOA decision regarding applicability of provisions of Rule 74A on such proposals during the 69th BOA meeting, DGEP had desired that the decision may be suitably incorporated in the SEZ Rules. Commerce Secretary had directed that the same may be done at the earliest. Thereafter, during the 79th BOA meeting held on 16.9.2017, the BOA had decided that no proposals for change in shareholding patterns will be considered till the SEZ Rules are amended. With the approval of the Hon’ble CIM, a proposal for amending the SEZ Rules, 2006 in this regard had taken up with the Department of Legislative. However, the Legislative Department pointed out that Section 10 of the SEZ Act, 2005 only allowed the transfer of Letter of Approval only on suspension of the letter of approval under specified circumstances. It was also pointed out that the Act is silent on the issue of transfer of Letter of Approval inter-se between developer/co-developer and another, in case of change of ownership. The matter was then discussed with the officers of the Legislative Department who suggested that the advice of the Department of Legal Affairs may be obtained. Accordingly, the proposal was referred to the Department of Legal Affairs for advice on 1.11.2017. Officers of SEZ Division have met officers of the Department of Legal Affairs on several occasions to get the opinion of that Department. Since the opinion of the Department of Legal Affairs is expected by 15/11/2017 its opinion will be placed before the BoA. It was also felt that the absence of necessary provisions in the SEZ Act, 2005 for allowing reorganisation should not come in the way and taking a narrow view that such transfer can be allowed only after following the procedure for setting up of a new SEZ or Unit provided under the Act/Rules, as the case may, be will lead to shutting down of going concerns operating under the SEZ Act, 2005 till the new entity is given necessary permission after following the long drawn procedures ab-initio. Such a situation was not desirable as it would lead to reduction in economic activities like export, employment etc. which is against the objectives of the SEZ Act, 2005 particularly in the current economic situation.
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Moreover the change in Shareholding pattern of Companies are also governed by the provisions of the Companies Act. These changes are required to be permitted by Registrar of Companies. Change in Shareholding pattern of Companies is a common occurrence in ongoing concerns and permitting the same for SEZ entities will facilitate Ease of doing business.
In the meanwhile, the following 14 proposals for change in share holding pattern have been recommended by the Development Commissioners concerned for consideration of the BOA:-
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(i) Request of M/s. Radient Recyclers LLP, a unit in Kandla SEZ for change in partnership deed and shareholding pattern
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M/s Radiant Recyclers LLP, KASEZ is an approved unit for manufacturing of recycling of used lubricating oil and gas oil in Kandla Special Economic Zone, Gandhidham vide LoA dated 29.01.2016. Details of profit-loss sharing ratio of the firm are given below: The shareholding pattern/profit-loss sharing ratio of the firm before change in Limited : Liability Partnership:
Share in Profit/ Loss Shri Vishal Kalamker Shri Deepak Bhardwaj Shri Hemant Sah
The shareholding pattern/profit-loss sharing ratio of the firm after change in Limited Liability Partnership within one year:-
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----- Start of picture text -----<br> Share in Profit/ Loss<br>Shri Hemant Sah<br>Shri Ayush Bharadwaj<br>Shri Vishal Ved ,<br>----- End of picture text -----<br>
DC, Kandla SEZ has recommended the proposal.
The proposal is submitted for consideration of BoA.
(ii) Request of M/s. Rudraksh Plastics Pvt. Ltd., a unit in Kandla SEZ for change in Directorship and shareholding pattern ,
M/s. Rudraksh Plastics Pvt. Ltd., KASEZ is engaged in the manufacturing activity of all types of Plastic Bags, Plastic Granules/shreddings, Grindings, Pieces, Crushings, Sheets, Extruded and Moulded Articles in terms of LoA dated 15.10.1997 as amended/extended from time to time.
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Details of shareholding pattern of the company are given below: , The shareholding pattern of the company before change in Directorship: Sr. Name of shareholder No. of shares | % of shareholding No. held Shri Rajendra Agarwal, Director 5000 2575 Shri Nemichand Sharma, Director 5000 33.33% Shri Babulal K. Goyal, Director 5000 33.33% [fort 00.00%
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The shareholding pattern of the company after change in Directorship:
|Nameofshareholder|No. ofshares held |%ofshareholding|No. ofshares held |%ofshareholding|
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|Shri RajendraAgarwal, Director|6,05,000|98.38%|
|Shri Babulal K. Goyal, Director|5000|0.81%|
|ShriNemichand Sharma||0.08%|
|M/s. Harsh Commodities P. Ltd.|4500|0.73%|
|[Total||100,00%|
|In view of the above, there is more than 50% change in shareholding pattern, the|||
|proposal for change ofDirectors and its shareholding pattern has beenrecommended byDC,|||
|KandlaSEZ.|||
The proposal is submitted for consideration of BoA.
(iii) | Request of M/s.Visionary RCM Infotech (India) Private Ltd., a unit in TIDEL Park, ELCOT SEZ, Coimbatore for transfer of shares exceeding 50% to another entity. The above mentioned unit was granted LOP on 27.03.2015 for carrying out IT/ITES BPO Services, as its authorized operations.
Details of shareholding pattern of the company are given below:
Current share holders:-
|Name ofshareholder<br>.|No. ofshares|held |% ofshareholding|shareholding|
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|Rajesh Surana||835,000|ZLA2%|
|R. Sundararajan||220,000|5.67%|
|S. Abhayakumar||100,000|2.58%|
|||60,000|1.55%|
|||60,000|1.55%|
|||220,000|5.67%|
|Dr. Dinesh Patel||220,000|5.67%|
|Dr. Dipak Shah||220,000|5.67%|
|Shradha Surana||220,000|5.67%|
|Madanlal Gundecha||110,000|2.83%|
|||55,000|1.42%|
|SanjayKumar& Sons||55,000|1.42%|
|NEA IndoUS Venture Capital LLC||||0.00%|
|NEA Indo US Venture Capital LLC<br>(including 100 equityshares)#|Las3126||5<br>ENE|
|ESOS||69,444|1.79%|
||3,880,270||100%|
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- Shareholding pattern after transfer
|Name ofshareholder|Name ofshareholder|No. ofshares held||% ofshareholding||% ofshareholding|
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|Rajesh Surana||4,85,776|_|12.52%|
|Shradha Surana||2,20,000||5.67%|
|CarlyleGrowthFundIV|(New|31,74,494||81.81%|
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kaSee 3880270 100%
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Recommendation by DC :
DC, MEPZ SEZ has recommended/not recommended the proposal. The proposal is submitted for consideration of BoA. , (iv) Request of M/s. State Street Syntel Services Pvt. Ltd. a unit in Mindspace Business Park Pvt. Ltd. (Serene) - SEZ at Thane Belapur Road, Airoli, Navi Mumbai for change of name on Slump Sale basis.
M/s. State Street Syntel Services Pvt. Ltd. was granted LoP on 14.11.2014 for ITES. _ The LoP is valid up to 31.03.2021 and request for change of name under Rule 19(2) of the SEZ Rules, 2006 & as per clarification/instruction issued regarding Rule 74A in minutes of 69" BoA meeting on 23.02.2016. M/s. Syntel Pvt. Ltd (Purchaser) a unit in Mindspace Business Park Pvt. Ltd. (Serene) - SEZ was granted Letter Approval No. SEEPZ/SERENETHANE/(19)/LOA-1912010-11/ 3703, dated 04.08.2010 for IT Software Development & Maintenance located at Building no.4, Mis. Mindspace Business Park Pvt. Ltd. - SEZ, Thane Belapur Road, Airoli, Navi Mumbai400708. The LOA is valid up to 05.06.2021. M/s. State Street Syntel Services Pvt. Ltd a unit in Mindspace Business Park Pvt. Ltd. _ (Serene) - SEZ was granted Letter Approval No SEEPZ/NEW SEZ/SERENETHANE/48/2014-15/13530, dated 14.11.2014 for ITES located at 3rd office floor, Building no.-11, Plot No.-3, M/s. Mindspace Business Park Pvt. Ltd. - SEZ, Thane Belapur Road, Airoli, Navi Mumbai-400708. The LOA is valid up to 31.03.2021. ; These two companies (Both are SEZ unit) have agreed on an in-principle basis that M/s. State Street Syntel Services Pvt. Ltd. would sell and M/s. Syntel Pvt. Ltd. would purchase ongoing concern basis the entire business or M/s. State Street Syntel Services Pvt. Ltd. After transfer on SLUMP SALE basis, the SEZ unit would continue to operate as it currently operating, through under M/s. Syntel Pvt. Ltd and will undertake to abide by the terms and conditions of LOA which was granted to M/S State Street Syntel Services Pvt. Ltd. in terms of Rule 19 of the SEZ Rule, 2006. They have also undertaken that all liabilities will continue to be completed by the company.
Recommendation by DC:
SEZ In this case, since it is transfer of SEZ unit on going concern basis to the acquirer (An unit), under a slump sale arrangement along with all the assets and liabilities related to SEZ unit, the proposal is placed before BOA for favorable consideration.
The request is placed before BoA for its consideration.
(v) Proposal of M/s. Itaas India Pvt. Ltd., a unit in IT/ITES SEZ of M/s. Seaview Developers Pvt. Ltd., Plot No. 20 & 21, Sector-135, Noida for transfer of shares - exceeding 50% to another entity consequent upon scheme of amalgamation of M/s. Itaas
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India Pvt. Ltd. with M/s. Cognizant Technology Solutions India Pvt. Ltd. approved by Regional Director, Ministry of Corporate Affairs, Chennai vide Order dated 25.07.2017.
The above mentioned unit was granted LOA dated 03.03.2015 for setting up a unit in the IT/ITES SEZ of M/s. Seaview Developers Pvt. Ltd. at Plot No. 20 & 21, Sector-135, Noida (U.P.) for service activities namely ‘Computer Software Development, Information Technology Enabled Services (ITES) namely Back Office Operations, Call Centres, Content Development or Animation, Data Processing, Engineering and Design, Graphic Information System Services, Other Business Services.
Details of shareholding pattern of the company are given below:
Shareholding pattern of erstwhile Itaas India Pvt. Ltd. as on 03.03.2015:-
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|Name|of shareholder|
|Itaas|Inc,|USA|9700|
|||CSS|Investment|LLC|
|ES|100%|
|>|Shareholding|pattern|of|erstwhile|Itaas|India|Pvt.|Ltd.|(w.e.f.|10.03.2016)|immediately|
|before|approval|of amalgamation|scheme*:-|
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Name of shareholder Cognizant Technology Solutions India Pvt. | 9700 Ltd. CSS Investment LLC |. Totals20000 100% * This change in shareholding had not been intimated by the unit earlier. In this regard, unit has stated that they were under the impression that the updation of the shareholding pattern in the Annual Performance Report amounts to compliance of the conditions with respect to intimation of the same. However, Annual Performance Report (Form-I) does not have any Para regarding information on _ Shareholding/ shareholders of the unit.
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Shareholding pattern of Cognizant Technology Solutions India Pvt. Ltd. after approval of amalgamation scheme issued'vide Order dated 25.07.2017 (effective date as 01.04.2016):
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----- Start of picture text -----<br> Name of shareholder<br>| 1.| Cognizant (Mauritius) Ltd. 7115728 99.90%<br>CSS Investment LLC 10000 0.10%<br>ps [Tota| [7785728] 100%<br>----- End of picture text -----<br>
Reason for change in shareholding:
Unit has furnished copy of Confirmation Order of scheme of merger or amalgamation of M/s. Itaas India Pvt. Ltd. and four other Transferor companies with M/s. Cognizant Technology Solutions India Pvt. Ltd. (Transferee company) issued by Regional Director(Southern Region), Ministry’ of Corporate Affairs vide order dated 25.07.2017 (Effective date as 01.04.2016). Consequent upon approval of scheme of amalgamation of
M/s. Itaas India Pvt. Ltd. with M/s. Cognizant Technology Solutions India Pvt: Ltd. the shareholding pattern of the unit also changed to the above extent.
The unit had been requested to submit certified copy of sanction order passed by Hon’ble National Company Law Tribunal in terms of Condition No. 17.3 of approved scheme by Regional Director(Southern Region), Ministry of Corporate Affairs vide order dated 25.07.2017. However, unit has clarified that the Sanction by the Regional Director was obtained by following the provision of Section 233, i.e. amalgamation between a holding company and its wholly owned subsidiary company, and the dissolution of the transferor companies happened by operation of law, since there were no objections by any Government Authority including the Official Liquidator’s office. Therefore, the specific Sanction Order in terms of Condition No. 17.3 referred to in the Order passed by the Regional Director, does not arise.
In support of this contention the unit has been requested to submit a CA/CS certificate in support of its contention regarding non-applicability of condition No. 17.3 of Confirmation Order dated 25.07.2017.
As per direction of the BoA given in its meeting held on 23.02.2016, the case for court approved mergers/de-mergers & change in shareholding up to 50 per cent may be considered by the Approval Committee, however, in the instant case, there is more than 50% changes in the shareholding pattern of the company before & after amalgamation, hence it requires approval of BoA as per direction of the Board of Approval given in its meeting held on 23.02.2016. |
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Recommendation of DC:
Development Commissioner, NSEZ has recommended the proposal.
The proposal is submitted for consideration by BoA.
(vi) Request of M/s Network International Global Services India Ltd., a unit in MEBP SEZ, Bangalore for change in name/transfer of shares exceeding 50%.
M/s Network International Global Services India Pvt. Ltd. was granted a Letter of Approval dated 16.10.2014 for undertaking authorized operation viz., “Information Technology Enabled Services” at Manyata Embassy Business Park SEZ, Bangalore. The unit commenced commercial production on 1.04.2015 and the validity of LOA is up to 31.03.2020. .
The unit vide letter dated 10.08.2017 submitted a proposal for change in entrepreneur, from M/s Network International Global Services India Pvt. Ltd to M/s ANSR Global Corporation Pvt. Ltd. under Rule 19 of the SEZ Rules, 2006. They have stated that M/s Network India was incorporated with two shareholders viz. Network Singapore and Network Dubai. As per the Share Purchase Agreement (SPA) entered into, they have transferred the shares held by them to ANSR Consulting Inc. and ANSR Consulting Holdings Inc., who are the shareholders of M/s ANSR Global Corporation Pvt. Ltd.
- The details of shareholding pattern pre and post change is as under:
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Shareholding pattern before transfer
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----- Start of picture text -----<br> Name of shareholder No. of shares held | % of shareholding<br>Network International Investment Pte Ltd., 9,90,000<br>Singapore<br>Network International LLC, Dubai 10,000<br>10,00,000<br>Subsequently additional 16,41,267 shares issued on conversion of ECB, to Network<br>International LLC, Dubai)<br>----- End of picture text -----<br>
Share holding pattern after transfer
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----- Start of picture text -----<br> Name of shareholder No. of shares held | % of shareholding<br>ANSR Consulting Inc. 26,31,267 99.62<br>ANSR Consulting Holding Inc. 10,000<br>26,41,267<br>----- End of picture text -----<br>
It has been observed that there is only change of entrepreneur and SEZ unit would continue as a going concern and Rule 74-A shall not be applied. However the 100% of the shares of the SEZ unit were sold from its erstwhile shareholders to the new shareholders and hence the change in shareholding pattern is beyond 50%.
Recommendation by DC, CSEZ:
DC, CSEZ has recommended the proposal.
The proposal is submitted for consideration by BoA.
(vii) - Proposal of M/s. Atos India Pvt. Ltd. (unit-1)., a unit in IT/ITES SEZ of M/s. Pune Embassy Projects Private Limited at Plot No. 03, Rajiv Gandhi Info Tech Park — Phase II, Hinjewadi, Pune for change of implementing agency from M/s. Atos India Pvt. Ltd. (Unit-IT) (Demerged Company) to M/s. Atos Global IT Solutions And Services Private Limited (Unit-I) (Resulting Company) & subsequently transfer of 100% shareholding pattern of M/s. Atos India Pvt. Ltd to M/s. Atos Global IT Solutions & Services Pvt. Ltd.
M/s. Atos India Pvt. Ltd. (Unit-I) was granted LOA on 13” March, 2008 for Software Development. The unit has not commenced its production on 01.03.2009 and the LoA is valid upto 23.08.2019.
Details of shareholding pattern of the company are given below:
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----- Start of picture text -----<br>
- Shareholding pattern before Demerger is as under:<br>Name of Shareholder No. of Shares held % of Shareholding<br>ATOS India Private Limited 9,999 “499.99<br>Mr. Surendrasinh Navalsinh 1 0.01<br>Gohil as Nominee<br>Shareholder on behalf of<br>Atos India Private Limited.<br>----- End of picture text -----<br>
Total No. of Equity Shares
10,000
. . 2) Shareholding pattern after Demerger is as under:
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----- Start of picture text -----<br> Name of Shareholder No. of Shares held % of Shareholding<br>Atos Internnational B.V 44,67,040 99.81<br>(Netherlands)<br>Atos International IT 8,332 0.18<br>Limited (UK) :<br>Atos S.E. (France) — two 2 0.01<br>shares held as a nominee of :<br>Atos International B. V .<br>(Netherlands)<br>Total No. of Equity Shares 44,75,374<br>----- End of picture text -----<br>
*Note — Pursuant to the order dated 02" August 2017 passed by the National Company Law Tribunal, Mumbai for segregation of business and transfer from M/s. Atos India Pvt. Ltd. (Unit-I) (Demerged Company) to M/s. Atos Global IT Solutions And Services Private Limited (Unit-I) (Resulting Company) and their respective Shareholders approved by the said order.
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DC’s Recommendation:-
Development Commissioner, SEEPZ-SEZ in the light of SEZ provision under Rule 19(2) of SEZ Rules, 2006 recommends the proposal of M/s. Atos India Pvt. Ltd. (Unit-I) for transfer of 100% shares of M/s. Atos India Pvt. Ltd. (Unit-I) to M/s. Atos Global IT Solutions And Services Pvt. Ltd. (Unit-I). Further, Change of Implementing agency from M/s. Atos India Pvt. Ltd. (Demerged Company) to M/s. Atos Global IT Solutions And Services Private Limited (Resulting Company).
The proposal is submitted for consideration by BoA.
(viii) Proposal of M/s, Atos India Pvt. Ltd. (unit-ID)., a unit in IT/ITES SEZ of M/s. Pune Embassy Projects Private Limited at Plot No. 03, Rajiv Gandhi Info Tech Park — Phase II, Hinjewadi, Pune for change of implementing agency from M/s. Atos India Pvt. Ltd. (Unit-I) (Demerged Company) to M/s. Atos Global IT Solutions And Services Private Limited (Unit-I]) (Resulting Company) & subsequently transfer of 100% shareholding pattern of M/s. Atos India Pvt. Ltd to M/s. Atos Global IT Solutions & Services Pvt. Ltd.
M/s. Atos India Pvt. Ltd. (Unit-II) was granted LOA on 22" December, 2015 for IT/ITES Services. The unit has not commenced its production yet & the LoA is valid upto 23.08.2018. ,
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Details of shareholding pattern of the company are given below:-
- Shareholding pattern before Demerger is as under:
| Mr. Surendrasinh Navalsinh | 1 | 0.01 | |
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| Gohil<br>as<br>Nominee | |||
| Shareholder<br>on<br>behalf<br>of | |||
| Atos India Private Limited. | , | ||
| 2) | Shareholding pattern afterDemerger | is asunder: | |
| Atos<br>International<br>B.V | 44.67,040 | 99.81 | |
| (Netherlands) | |||
| Atos<br>International<br>IT | 8,332 | 0.18 | |
| Limited (UK) | |||
| Atos<br>S.E.<br>(France) — two | 2 | 0.01 | |
| shares held as a nominee of | |||
| Atos<br>International<br>B.<br>V | |||
| (Netherlands) |
*Note — Pursuant to the order dated 02" August 2017 passed by the National Company Law Tribunal, Mumbai for segregation of business and transfer from M/s. Atos India Pvt. Ltd. (Unit-I]) (Demerged Company) to M/s. Atos Global IT Solutions And Services Private Limited (Unit-II) (Resulting Company) and their respective Shareholders approved by the said order. DC’s Recommendation:Development Commissioner, SEEPZ-SEZ in the light of SEZ provision under Rule 19(2) of SEZ Rules, 2006 recommends the proposal of M/s. Atos India Pvt. Ltd. (Unit-ID for transfer of 100% shares of M/s. Atos India Pvt. Ltd. (Unit-II) to M/s. Atos Global IT Solutions And Services Pvt. Ltd. (Unit-I]). Further, Change of Implementing agency from M/s. Atos India Pvt. Ltd. (Demerged Company) to M/s. Atos Global IT Solutions And Services Private Limited (Resulting Company).
.
The proposal is submitted for consideration by BoA.
(ix) Proposal of M/s. Atos India Pvt. Ltd. (unit-II)., a unit in IT/ITES SEZ of M/s. Pune Embassy Projects Private Limited at Plot No. 03, Rajiv Gandhi Info Tech Park — Phase II, Hinjewadi, Pune for change of implementing agency from M/s. Atos India Pvt. Ltd. (Unit-II]) (Demerged Company) to M/s. Atos Global IT Solutions And Services Private Limited (Unit-III) (Resulting Company) & subsequently transfer of 100% shareholding pattern of M/s. Atos India Pvt. Ltd to M/s. Atos Global IT Solutions & Services Pvt. Ltd.
.
3
M/s. Atos India Pvt. Ltd. (Unit-II) was granted LOA on 24" August, 2017 for IT/AITES Services. The unit has not commenced its production yet & the LoA is valid upto 23.08.2018.
Details of shareholding pattern of the company are given below:-
1) Shareholding pattern before Demerger is as under:
|)||||||||
|---|---|---|---|---|---|---|---|
|||Mr. Surendrasinh Navalsinh||1|0.01|||
|||Gohil<br>as<br>Nominee||||||
|||Shareholder<br>on .behalf|of|||||
|||Atos India Private Limited.||||||
||||||||||
||2)|Shareholding pattern afterDemerger is||asunder:||||
|||Atos<br>International<br>B.V|||99.81|||
|||(Netherlands)||||||
|||Atos<br>International|IT||~ 0.18||.|
|||Limited (UK)||||||
|||Atos<br>S.E.<br>(France) — two||an|0.01|||
|||shares held as a nominee|of|||||
|||Atos.<br>International<br>B.|V|||||
|||(Netherlands)||||||
*Note — Pursuant to the order dated 02"? August 2017 passed by the National Company Law Tribunal, Mumbai for segregation of business and transfer from M/s. Atos India Pvt. Ltd. (Unit-II]) (Demerged Company) to M/s. Atos Global IT Solutions And Services Private Limited (Unit-III]) (Resulting Company) and their respective Shareholders approved by the said order.
DC’s Recommendation:-
Development Commissioner, SEEPZ-SEZ in the light of SEZ provision under Rule 19(2) of SEZ Rules, 2006 recommends the proposal of M/s. Atos India Pvt. Ltd. (Unit-II]) for transfer of 100% shares of M/s. Atos India Pvt. Ltd. (Unit-III) to M/s. Atos Global IT Solutions And Services Pvt. Ltd. (Unit-II]). Further, Change of Implementing agency from M/s. Atos India Pvt. Ltd. (Demerged Company) to M/s. Atos Global IT Solutions And Services Private Limited (Resulting Company).
The proposal is submitted for consideration by BoA.
(x) Proposal of M/s. GE India Industrial Pvt. Ltd. a unit under the jurisdiction of SEEPZ SEZ for transfer of 100% M/s. GE India industrial Pvt. Ltd. to Dresser Valve
,
10
|
.
India Pvt. Ltd. further, to that M/s. Dresser valve India Pvt. Ltd. name has been changed to GE Oil & Gas India Pvt. Ltd.
M/s. GE India Industrial Pvt. Ltd. was granted LOA on 16" August, 2007 for IT/AITES.
‘Details of shareholding pattern of the company are given below:
Shareholding pattern before transfer of GE India Industrial Pvt. Ltd. is as
under-
|under-|under-|||||
|---|---|---|---|---|---|
|Nameofshareholder<br>GEEnergyEuropeBV __||||No. ofshare held<br> 73992954061|% ofshareholding||
|GE Pacific Pvt. Ltd|||157424962566|||
|Shareholding|pattern||after transfer from GE India Industrial Pvt.||Ltd.|
|DresserValve India Pvt. Ltd.||||||
||||||.|
|Nameofshareholder|||No. ofshare held|% ofshareholding||
|DL Netherlands B.V|||1792199|100%||
|GE<br>Energy<br>Europe|B.V|||1|0%||
|(Beneficial<br>interest|vest|||||
|with<br>DL<br>Netherlands||||.||
|B.V.)|||||.|
Shareholding pattern after transfer from GE India Industrial Pvt. Ltd. to Dresser Valve India Pvt. Ltd.
- Note- pursuant to business transfer agreement, M/s. GE India Industrial Pvt. Ltd. (GEUPL) which is part of Oil & Gas of GEIIPL entity has transferred to Dresser Valve India Pvt. Ltd. (DVIPL) alongwith other Divisions at a global level effective from 1* June 2017 and further to that DVIPL name has been changed with effect from 20" July 2017 to GE Oil & Gas India Pvt. Ltd.
DC’s Recommendation: -
Development Commissioner, SEEPZ-SEZ has recommended the proposal of M/s. GE India Industrial Pvt. Ltd. For transfer of 100% M/s. GE India industrial Pvt. Ltd. to Dresser Valve India Pvt. Ltd. further, to that M/s. Dresser valve India Pvt. Ltd.name has been changed to GE Oil & Gas India Pvt. Ltd.
Since, unit is ongoing concern basis and do not opt out of the SEZ scheme. Therefore, the name of the unit after transfer of share will be M/s. Dresser Valve India Pvt. Ltd.
.
The proposal is submitted for consideration by BoA.
(xi) | Request of M/s ETA Technopark Ltd. for setting up of sector specific SEZ for IT/ITES at Old Mahabalipuram Road, Chennai, Tamil Nadu for change/transfer of shareholding pattern of the developer.
_ The above mentioned SEZ was stands notified over an area of 10.37 hectares
:
‘ |
The present and proposed shareholding pattern of the developer is detailed below:-
Present shareholding pattern
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||||Name ofshareholder|% ofshareholding|% ofshareholding|
|---|---|---|---|---|---|
||||ETA StarPropertyDevelopers Limited||51.0841|
||||ETA Construction India Limited||17.7147|
||||ETA Star Infopark||10.1932|
||||Mrs. S.M. AhamedNajima||6.7806|
||||6.|**Mr.**Syed AbdulCader<br> |<br>MohamedAli||4**.**9160<br>2 4234|
||||Mrs. Mariam Salahuddin||1.8208|
||| <br>||8. <br> 9.||Mrs. RukhaiahSalahuddin<br> |Mrs.AmeenathHatheeja|||1.7998<br>1.3072|
||||Mrs. Anisha Sumaiya||0.8025|
||||Mrs. Ayasathu Barika||0.5848|
||||Mrs. Mallikath Fouzia||0.3673|
|.|||Mr. P.H.M. Syed Ismail||0.2080|
||||ETAPropertiesandInvestmentsPrivateLimited||0.0004|
Proposed Shareholding Pattern
|||Name ofshareholder|% ofshareholding|
|---|---|---|---|
||Ls|Foundation Outsourcing India Private|73.9960|
|||Limited||
|||Uniply Industries Limited|26.0000|
|||KeshavNarayan Kantamneni*|0.0008|
||||0.0008|
|||6.|N.lyyappan*<br> |RaghuramNath*|**0.0008**|
|||BharathanK.Balasubramanian*|0.0008|
Nominee Shareholders on behalfofFoundation Outsourcing India Private Limited.
DC, MEPZ has recommended the proposal.
|
The request of the developer is submitted for consideration of BoA.
(xii) | Request of M/s Vikas Telecom Pvt. Ltd. developer of Vikas Telecom Pvt. Ltd. SEZ, Embassy Tech Village, Bangalore for change in shareholding pattern.
The above mentioned developer was granted LoA on 7.04.2006 to set up sector-specific Special Economic Zone for IT/ITES at Outer Ring Road, Devarabeesanahalli, Varthur Hobli, Bangalore, Karnataka. The SEZ was notified on 8.09.2006. As of March, 2017, they have made a total investment of Rs.1,350 Crore for the development of the SEZ and presently about 33 units are operating in the developed area of approximately 2.8 million Sq.ft., which cumulatively provide direct and indirect employment to over 45,000 employees with total export earnings of the units being over Rs.10,400 Crore since inception.
12
The developer vide their letter dated 9 October, 2017 has submitted an application for approval for change in their shareholding pattern. Details of shareholding pattern of the company are given below:
Shareholding pattern before transfer
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|||||||||
|---|---|---|---|---|---|---|---|
|Name|of shareholder|No.|of shares|held|||%|of shareholding|
|M/s Embassy Office Ventures Pvt.|Ltd.|39,56,022 Pt ts|tO|
|Vasudev|Garg|11,60,428|
|Chaitanya Garg|11,60,420|
|Radhika Garg|3,16,500|
|65,93,370|
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Share holding pattern after transfer
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|||||||||||
|---|---|---|---|---|---|---|---|---|---|
|Name|of shareholder|No. of shares|held|%|of shareholding|
|Embassy|Office Parks|Real|Estate|.|26,37,348|40|
|Investment|Trust|
|Embassy Office Parks|Pvt.|Ltd.*|39,56,022| ss60|
|65,93,370|
|*Embassy|Office Parks|Pyt.|Ltd.|is proposed to|be|held directly|by|the|EOP REIT|
|asa|100% subsidiary|ofthe EOP REIT.|
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:
Recommendation by DC, CSEZ:
DC, CSEZ has recommended the proposal.
The request of the developer is submitted for consideration of BoA.
(xiii) Request of M/s. Platinum Holding Pvt. Ltd., a unit in Navalur SEZ, for transfer of shares exceeding 50% to another entity. The above mentioned unit was granted LoP on 06.11.2006 for (nature of activities authorized operations.
. Details of shareholding pattern of the company are given below:
|
Shareholding pattern before transfer:
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|||||||
|---|---|---|---|---|---|
|Name of shareholder|No.|of shares held|| %|of shareholding|
|Mr.|Menakuru|Sukumar|14990|74.95|
|Reddy|
|Mr.|S|S|M Ahmed|Hussain|5000|
|Mrs.Menakuru|Malathy|10|0.05|
|Reddy|
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:
Shareholding pattern after transfer: transfer:
pattern after transfer: transfer: _ Name of shareholder No. of shares held | % of shareholding True living spaces Pvt. ltd. 19990
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Recommendation by DC:
Development Commissioner MEPZ SEZ has recommended the proposals.
The request of the developer is submitted for consideration of BoA.
(xiv) Request of M/s Adani Power Limited., a Co-Developer in Adani Ports and Special Economic Zone(APSEZ), Mundra for transfer of its Mundra Power Plant to its subsidiary Adani Power(Mundra) Limited.
Adani Power Limited., Mundra a Co-Developer is owning and operating a Thermal Power Plant in APSEZ.’The Power Plant was established in 2007 and is spread over a land of 293.8810 Ha. It has capacity of 4620 MW(5 X 660 MW and 4 X 330 MW). Total investment on the Power Plant is Rs 24,200 Crores with 975 Nos. of employees.
Adani Power Ltd is a Holding Company having following subsidiary companies as SPVs-.
.
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----- Start of picture text -----<br> Name of the Compan<br>Adani Power (Maharastra) Ltd. 3300MW<br>Adani Power (Rajasthan) Ltd. 1320MW<br>Udupi Power Corporation Ltd. 1200MW<br># Adani Power (Jharkhand) Lid | = | = |=<br>Adani Power(Mundra) Ltd | = ||<br>----- End of picture text -----<br>
Setting up 1600 MW TPP at Godda.
Adani Power Limited proposed to transfer the Letter of Approval (LoA) including authorized operations, assets and liabilities pertaining to Mundra Plant facilities to its subsidiary company M/s Adani Power (Mundra) Ltd on a going concern on slump exchange basis to undertake seamless continuity of the Co-developer’s activities, subject to statutory and regulatory approvals, as may be required. ;
Valuation Details-
Adani Power Ltd. got valuation of the TPP, Mundra done by M/s. BSR and Associates LLP. Vide valuation report dated 06.06.2017 as considered by the Board of Directors of Adani Power Ltd. and Adani Power (Mundra) Ltd., following is the summary of valuation-
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, _
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|||||||
|---|---|---|---|---|---|
|Enterprise|Value|of the plant|22474.80|
|(21771.80)|
|Less:|Debt|like|items|(934.70)|
|Add:|Cash|and|Cash|equivalents|337.60|
|Value of the|plant post|Debt|and|Cash|106.00|
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Shareholding Pattern after implementation of Scheme of Arrangement- Adani Power (Mundra) Ltd.
Pre Scheme of Arrangement:-
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|||||||
|---|---|---|---|---|---|
|Name of the|Shareholder|No.|of shares held|| % of the|shareholding|
|Adani|Power|Ltd(|Including|| 49500|99%|
|nominees)|
|Adani|Power|(Jharkhand)|Ltd|
|Total|Shareholding|50000|100%|
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|
Post Scheme of Arrangement:-
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||||||||
|---|---|---|---|---|---|---|
|Name of the|Shareholder|No.|of shares held|| %|of the shareholding|
|Adani|Power|Ltd(|Including|||106049500|99.99%|
|nominees)|
|Adani|Power|(Jharkhand)|Ltd|0.01%|.|
|Total|Shareholding|106050000|100%|
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The proposal was considered in the 78" BoA meeting held on 03.07.2017. The Board, after deliberations, decided to defer the proposal and directed DC APSEZ to ascertain whether NOC of lenders had been taken as it was noted that the proposed transfer of the thermal power plant in APSEZ, Mundra with M/s. Adani Power Limited to its subsidiary was being done without transfer of liability of debt.
.
Now, Specified Officer, APSEZ, Mundra vide his E-mail dated 29.09.2017 has informed as under: “Vide its letter dated 28.09.2017, APL has furnished its reply on the above query. APL has submitted that the National Company Law Tribunal (NCLT) appointed Mr. K.A. Puj, a retired judge, as chairman of the lenders meeting which was convened on 20.09.2017. The chairman has submitted its report to NCLT stating the secured creditors have given NOCfor such slump sale. A copy of the report ofSh. K. A. Puj, chairman ofthe Lenders committee has been submitted to this office by APL.
It is observed that total secured creditors, creditors amounting to Rs. 16602.88 Cr. Out of these total secured creditors as on 31.07.2017 amounts to Rs. 14301.36 Cr. Attended the Lenders meeting and creditors, creditors amounting to Rs. 14301.36 Cr. Attended the Lenders meeting and creditors amounting to Rs. 14057.88 Cr. Gave their No Objection for such transfer whereas, one creditor amounting to Rs. 243.48 Cr. Abstainedfrom voting”. M/s. Adani Ltd. has also informed that as per Chairman’s report to NCLT on the said meeting of the secured creditors/lenders held on 20.09.2017, 100% of the secured
.
. 15
' :
;
as
creditors/lenders of APL have approved and agreed to the resolution approving the scheme unanimously.
The DC, APSEZ had recommended the proposal vide letter dated 16.06.2017.
The request is placed before BoA for its consideration.
Item No. 80.8 — Miscellaneous items (2 proposals)
(i) Appeal of M/s. Fast Track CFS Private Ltd., a unit in APSEZL against order dated 07.04.2017 passed by UAC, APSEZL
M/s. Fast Track CFS Private Ltd. was granted LoP on 06.05.2014 for setting up a unit authorized for warehouse operations in Adani Port and SEZ (APSEZ) at Plot No. 3, Block C, Sector 11, Adani Ports & SEZ Ltd., Taluka Mundra, Distt. Kutch, Gujarat. The appellant had approached the UAC vide application dated 21.11.2016 for permission to handle DTA Cargo in an earmarked and separate enclosure within the SEZ unit and sought the permission on the following grounds:-
That Rule 11(11) of SEZ Rules 2006 reads the Special Economic Zone shall be deemed to be a port, airport, inland container deport, land customs station under section 7 of the Customs Act in accordance with the provisions of section 53 from the date notified in this behalf:
Provided that Specified Officer may designate any area or area(s) in the Special Economic Zone as an area for loading and unloading of import or export cargo:
Provided further that in case the said port, airport, inland container depot, land customs station area is to be used for loading and unloading of import or export cargo meant for Domestic Tariff Area importers and exporters also, storage for such cargo shall be in a separate enclosure and deliveries for such cargo shall be allowed by the Authorized Officer of the Special Economic Zone based on Bill of Entry, assessed by the Assistant or Deputy Commissioner of Customs having jurisdiction over the said customs station.
The above appeal was come before 77" BoA meeting held on 12" May, 2017 and after withdeliberation, the Board deferred the proposal with an observation that a legal advice may be sought regard to the provision relating to units providing warehousing services as per Rule 76 and unit under FT WZ under Rule 18(5) of SEZ Rules, 2006. The above proposal has been referred to Department of Legal Affairs for advice. However, the advice of Ministry of Law and Justice is awaited.
;
In a court case before hon’ble High Court of Gujarat relating to continuation of CFSs in APSEZ, Mundra the Department of Revenue has opined that continuation of CFSs located in SEZs was not authorized and have recommended de-lineation of the area occupied by CFSs from SEZ.
M/s. Fast Track CFS Private Ltd has requested for an early decision in the matter.
- The matter is placed before BoA for consideration.
_
(ii) Reiteration Uniform list of default authorized services.
DoC letter No. D.12/25/2012-SEZ dated 16.09.2013 had conveyed the approval of default list of 58 authorized services (Annexure-1). In pursuance of DC meeting held on
16
;
07.11.2013, DoC vide letter No. D.12/19/2013 dated 19.11.2013 (Instruction No. 79) had included. another two more services i.e. (i) Rent-a-cab Scheme Operator’s Services and (ii) SEZ Online Services.
Further, representations had been received in the Department for inclusion of more services in the list of default authorized services. The matter was considered during the 61“ BoA meeting held on 03.04.2014 and it has been decided vide DoC letter of even no. dated 19.06.2014 that three more services may be included in the list of default authorized services:-
(i) Air Travel Agent Services
(ii) Rail Travel Agent’s Services
(11i)Travel Agent’s Services
Further, in pursuance to the 61 BoA meeting held on 3rd April, 2014, the DoC vide letter dated 9" July, 2014 it has included the following three more services in the list of default authorized services:(i) Business Support Service | .
(ii) Transport Passengers by Air (i1i)Accommodation Service.
.
Tt is now understood that consequent to implementation of GST Act, some State Government are not extending the benefits of IGST exemption for default services. Since, SEZs are exempt from IGST, we may reiterate that the benefits of IGST will stand extended to the default services also.
The matter is placed before BoA for its consideration.
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