Agenda for Approval Committee meeting for Pune Cluster to be held on 30 May-2023. — 00-1-eon-kharadi-infrastructure-pvt-ltd

SEEPZ SPECIAL ECONOMIC ZONE ANDHERI (EAST), MUMBAI.

AGENDA FOR MEETING OF THE APPROVAL COMMITTEE FOR SECTOR SPECIFIC SPECIAL ECONOMIC ZONE FOR IT/ITES AT PUNE OF M/S. EON KHARADI INFRASTRUCTURE PVT. LTD.-SEZ, PHASE I.

Via Video Conferencing

DATE : 30.05.2023

TIME : 04.00 P.M.

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MEETING OF THE APPROVAL COMMITTEE FOR SECTOR SPECIFIC SPECIAL ECONOMIC ZONE FOR IT/ITES AT PUNE, UNDER THE CHAIRMANSHIP OF DEVELOPMENT COMMISSIONER, SEEPZ-SEZ ON 30.05.2023

INDEX

Agenda Item No.

Subject

Agenda Item No. 01 :- Confirmation of the Minutes of the meeting held on 25.04.2023 Agenda Item No. 02 :- Application for Setting up of New Unit submitted by M/s. Genpact India Pvt Ltd. Agenda Item No. 03 :- Application for Broad Banding of Services and Sharing of Infrastructure of services submitted by M/s. Eaton Technologies Pvt. Ltd.

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1 Minutes of the 108 Meeting of the Approval Committee held under the Chairmanship of Zonal Development Commissioner SEEPZ-SEZ, Mumbai for Sector Specific Special Economic Zone for IT/ITES of M/s. EON Kharadi Infrastructure Pvt. Ltd.–Phase-I SEZ, Kharadi, Pune, held on 25.04.2023 via video conferencing. 1 Name of the SEZ M/s. EON Kharadi Infrastructure Pvt. Ltd.- SEZ, Phase I 2 Sector IT/ITES 3 Meeting No. 108 4 Date 25.04.2023 Members present S r Name and Designation (S/Shri.) Department 1 Smt. Mital Hiremath Joint Development Commissioner Pune Cluster SEZ, Pune 2 Smt. Bhumika Saini DCIT, Nashik Nominee of Income Tax, Pune 3 Dr. Dileeraj Dabhole Dy. DGFT Nominee of DGFT, Pune 4 Smt. Sunita Jagtap Superintendent Nominee of Customs, Pune Special Invitee S r Name and Designation Department 1 Shri B. Ajay Kumar Specified Officer M/s. EON Kharadi Infrastructure Pvt. Ltd.-SEZ, Phase-I Agenda Item No.01: Confirmation of the Minutes of the 107 meeting held on 21.03.2023 After deliberation, the Committee confirmed the minutes of the 107 meeting of Approval Committee held on 21.03.2023 Agenda Item No.02: Monitoring of the performance r/o Zensar Technologies Ltd (Unit – I) LOA No SEZ/PUNE/2H/2008-09/96 dated 27.05.2008
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2 The performance of the unit for FY 2019-20 of 2nd block and FY 2020-21 to 2021-22 of 3rd block period was placed before the UAC for the consideration. The Committee noted that as per report submitted by SO, the unit has not filed DSPF amounting Rs. 208.92 Lakhs in FY 2022-23. DTA procurement filing pending for amounting Rs. 11.94 Lakhs during FY 2020-21 to 2021- 22 After deliberation, pending filing of all outstanding DSPFs and DTA Procurement, the Committee noted the performance of the Unit. The Unit has achieved export revenue of Rs. 20,221.55 Lakhs as against projected export of Rs. 6840 Lakhs i.e. 295.63 % in last years of the 2nd block period. The Unit has achieved cumulative NEF of Rs. 75,499.45 Lakhs which is 98.79% in 2nd block period. During FY 2020-21 to FY 2021-22 (first 2 years of 3 block period), the unit has achieved export revenue of Rs. 14767.26 Lakhs as against projected export of Rs. 26,653.00 Lakhs i.e. 55 % and has achieved cumulative NFE of Rs. 14,566.44 Lakhs which is 98.64%. Agenda Item No.03: Monitoring of the performance r/o M/s. Zensar Technologies Limited (Unit–II) (LOA No SEEPZ-SEZ/ZTL/21/2012- 13/24 dt. 31.12.2013) The performance of the unit for the period FY 2019-20 to FY 2021-22 ( i.e. first 3 years of 3rd block) was placed before the UAC for the consideration After deliberation, pending filing of all outstanding DSPFs and DTA Procurement, the Committee noted the performance of the Unit. The Unit has achieved export revenue of Rs. 27480.01 Lakhs as against projected export of Rs. 13320.00 Lakhs i.e. 206.30 % and has achieved positive NFE of Rs. 27,157.51 Lakhs which is 98.83% during the monitoring period. DSPF filing pending from 2019-20 to 2022-23 amounting Rs.1630.33 Lakhs and DTA Procurement filing pending of Rs. 8.32 Lakhs for FY 2022- 23. The Unit has filed excess DTA Procurement of Rs. 122.42 Lakhs which needs to be reconciled. File No.S-SEZ-MINS0EON1/1/2022-JDCP I/1964/2023 202

3 Agenda Item No.04: Monitoring of the performance r/o M/s. FIS Solutions Software India Pvt Ltd The performance of the unit for the period FY 2021-22 to FY 2022-23 of 3rd block period was placed before the UAC for the consideration. After deliberation, pending filing of all outstanding DSPFs and DTA Procurement, the Committee noted the performance of the Unit. The unit has achieved export revenue of Rs. 28,412.59 lakhs against the projected export revenue of Rs. 36,157.00 lakhs i.e., 78.58% and has achieved positive NFE of Rs. 56,692.32 lakhs on cumulative basis in FY 2022-23 which is 97.74% during the monitoring period. The unit has yet to file DSPF valued to Rs. 779.07 Lakhs and DTA Procurement valued to Rs. 4.40 Lakhs. Agenda Item No.05: Application for Approval of Change of Directors submitted by M/s. Sears IT and Management Services India Pvt Ltd. After deliberation, the Committee Approved the proposal of the M/s. M/s. Sears IT and Management Services India Pvt Ltd for change in board of Directors, in terms of Instruction No. 109 dated 18.10.2021, issued by MOC&I, as detailed below: Sr. No. Name of the Director 1 Mr. Srinivasa Kandala 2 Mr. Eric Duane Gee 3 Mr. Apoorva Pandey The approval is subject to the conditions as laid down in Instruction No. 109 dated 18.10.2021, as applicable, issued by MOC&I: i. Seamless continuity of the SEZ activities with unaltered responsibilities and obligations for the altered entity; ii. Fulfillment of all eligibility criteria applicable, including security clearances etc. by the altered entity and its constituents; iii. Applicability of and compliance with all Revenue/Company Affairs/SEBI etc. Act/Rules which regulate issues like capital gains, equity change, transfer, taxability etc. iv. Full financial details relating to change in equity/merger, demerger, amalgamation or transfer in ownership etc. shall be File No.S-SEZ-MINS0EON1/1/2022-JDCP I/1964/2023 203

4 furnished immediately to Member (IT&R), CBDT, Department of Revenue and to the jurisdictional Authority. v. The assessing officer shall have the right to assess the taxability of the gain/loss arising out of the transfer of equity or merger, demerger, amalgamation, transfer in ownerships etc. as may be applicable and eligibility for deduction under relevant sections of the Income Tax Act, 1961. vi. The applicant shall comply with relevant State Government laws, including those relating to lease of land, as applicable. vii. The applicant shall furnish details of PAN and jurisdictional assessing office of the unit to CBDT. viii. The applicant shall be recognized by the new name or such arrangement in all the records. Meeting ended with a vote of thanks to the Chair. (Shyam Jagannathan, IAS) Chairman-cum- Development Commissioner E-Mail- dcseepz-mah@nic.in File No.S-SEZ-MINS0EON1/1/2022-JDCP I/1964/2023 204

1 FORMAT FOR NEW UNIT IN SEZ COMPANY/UNIT PROFILE I Name and address, telephone/fax/e mail ID M/s. Genpact India Pvt Ltd. Registered address: 12A, Ground Floor, Prakash Deep Building-7, Tolstoy Marg, New Delhi, Pincode-110001 Proposed address: 5th Floor, in Wing 3, Cluster B, EON Free Zone, Plot No.01, S. No 7 7, MIDC Kharadi Knowledge Park, Kharadi, Pune- 411 014 Telephone: - 91-124-283200 e-mail address:- arun.gupta5@genpact.com Web - site: - www.genpact.com Status of the company i.e. proprietorship/ partnership/indi vidual and statute under which registered with
registration no. & year of registration Registration : Private Limited Company CIN No. : U73100DL2005PTC307363 Date of issuance of CIN : 20.10.2016 Financial capability of the Unit Retained Earnings at the end of the year (Net profit/loss) (Rs.in Millions) 2019-20 2020-21 2021-22 2338 (1937) 4048 Cash & Cash Equivalents as per 2021-22 Balance Sheet is: Rs. 8094 lakhs IEC No / date/ issued by 0708019161 issued on 20.11.2008 by Govt. of India, Ministry of Commerce & Industry, Office of the Joint Director General of Foreign Trade Whether manufacturer / trader/ company warehouse/ Service provider Service Provider File No.S-SEZ-PRO0EON1/6/2023-JDCP I/2056/2023 109

2 I I . PROJECT PROFILE (i) Product to be manufacture d/
service to be rendered Information Technology/ Information Technology Enabled Services - IT/ITES – ITC/CPC-998311/83131. They intend to provide IT/ITES services including but not restricted to back office support, data processing, support centres, accounting services and other business services etc. (ii) Brief detail of the project Genpact began in 1997 as a customs support centre for GE business. They have grown from a fledgling company, employing around 350 people in India in 1997 to one with an employee base of over 80000 people globally. Genpact India is one of the affiliates to Genpact Group and is one of the largest Business Processes and Technology Services Centre in India, having presence in Bangalore, Chennai, Delhi, Gurgaon, Hyderabad, Jaipur, Jodhpur, Kolkata, Mumbai, Noida. They presently have around 11 SEZ units and 10 STPI units operating in India. Genpact India Pvt. Ltd. have acquired certain back-office support functions such as ‘Accounts Payable (AP) and ‘Accounts Receivable (AR)’ from Eaton Technologies Pvt. Ltd., EON, SEZ, Kharadi. These services were presently being provided by Eaton Technologies SEZ Unit at EON, Kharadi, Pune to Eaton entities globally. Eaton headquarters (US) has decided to carve out the said back- office support functions and assign the same to M/s Genpact India for which Eaton Global and Genpact UK have executed a Master Service Agreement dated 31.01.2023 wherein M/s Genpact UK have agreed to render the back office support service to M/s Eaton Global. M/s. Eaton Technologies Pvt. Ltd. EON, SEZ, Pune has put up an application for partial deletion of an area of 36,232.74 sq. ft. and the said area will be taken over by M/s.Genpact India at EON SEZ. M/s Eaton will transfer all the assets alongwith furniture and fixtures to the new unit M/s Genpact who would be taking over the same and will commence/continue the operations in the SEZ as a going concern. With regard to the above, it is seen that in an earlier case of M/s Eaton India Innovation Centre LLP the unit had on similar lines sold one of their business vertical i.e ‘hydraulic business’ to M/s. Danfoss alongwith all the assets and employees. In the said case this office had vide letter dated 07.01.2021 referred the matter to Ministry seeking clarification on the following points : (a) There is no provision in the SEZ Act/Rule which permits a unit to do partial de-bonding without physical File No.S-SEZ-PRO0EON1/6/2023-JDCP I/2056/2023 110

3 removal of the goods from the area (with or without duty payment) and hence Specified Officer cannot issue ‘No dues’ for the area (b) Since, this is a case of partial business transfer, it is not covered under Rule 74A of the SEZ Rules, 2006. (c) In case effective date of transfer if postponed/deferred, there will be two LOA for the same location till the actual transfer and the existing unit will continue to occupy the place and do business even after new LOA is granted to the new unit. In this regard, MOC&I vide F.NO. K-43022/7/2021- SEZ dated 21-01-2021 clarified that “M/s Eaton India intends to surrender a part of space alongwith some assets and employees through partial business transfer to M/s Danfoss Technologies. This is completely operational issue and prima facie there appears to be no revenue loss provided that the developer has no objection to the proposed transfer and suitable clause owing to the proposed transfer of space, assets, employees, date of execution and ceasure are clearly incorporated in the agreement proposed to be entered between the parties. Further, Instruction No.89 issued by DoC provides for re-organisation, business transfer arrangements to be undertaken by the unit with the approval of the UAC” and to take appropriate decision alongwith necessary safeguards and ensure that there is no revenue loss to the Government”

On similar issue, in the case of M/s BNY Mellon Technology Pvt. Ltd., Magarpatta SEZ, setting up of the new unit was granted on in-principal basis, subject to the condition that the unit will fulfil the T&C of the LOA and upon execution of BLUT and further transfer of all the fit- outs as per the asset purchase agreement and written confirmation from the Specified Officer for such assets being transferred an accounted for in the BLUT of the new Unit. The applicant intends to invest an amount of Rs. 3500 lakhs for the said new unit. They have submitted that the cost of project will be financed through internal accruals. As per the Audit Balance Sheet of the unit as on 31.03.2022 they have Cash & Cash Equivalents of Rs. 8094 lakhs. The applicant intends to employ around 330 employees (214 Men and 116 women) over a period of 5 years which includes 300 (approx.) employees to be transferred from Eaton. They have projected export turnover of Rs.25197 lakhs, FE Outgo of Rs.6600 lakhs and NFE of Rs.18597 File No.S-SEZ-PRO0EON1/6/2023-JDCP I/2056/2023 111

4 lakhs. I I I PROJECTIONS, YEAR-WISE Investment and Details of Source of Finance S. N o. Plant & Machinery Rs. In Lakhs (a) Capital Goods - Indigenous 1000.00 Capital Goods - Imported (CIF Value) 2500.00 Total 3500.00 (b) Details of Source(s) of finance: Internal Accruals 3500.00 Imported and Indigenous requirement of Materials and other outputs
(Rs. In lakhs) Import Indigenous (b) Raw Material, components, consumables, packing material, fuel etc. 0 0 (c) Input Services 500.00 2000.00 Total 500.00 2000.00 Requirement of Land/ built-up area (Area in Sq. Mtrs.) i. Registered Factory & Office 0 ii. Warehousing/ Storage 0 iii. Others, Specify 0 Area admeasuring 36232.74 sq.ft.(3366.13sq.m) Total employment Total 330 (Male - 214, Female – 116) Foreign Exchange Balance Sheet (1st (Rs. In Lakhs) 1st 2nd 3rd 4th 5th Total FOB Value of Export s 4560. 00 4788. 00 5027. 00 5279. 00 5543. 00 25197. 00 FE outgo 1242. 00 1279. 00 1318. 00 1359. 00 1402. 00 6600.0 0 NFE 3318. 00 3509. 00 3709. 00 3920. 00 4141. 00 18597. 00 Effluent Treatment Not applicable Whether Foreign Technology No. File No.S-SEZ-PRO0EON1/6/2023-JDCP I/2056/2023 112

5 Agreement is Envisaged Rule Provision w.r.t. SEZ Rules, 2006 Rule 17 & 18 of SEZ Rules, 2006. Request of the company To approve their request for setting up of new unit at EON Kharadi Infrastructure Pvt Ltd.-Phase-I-SEZ Decision required for UAC To consider the application for setting up of new unit at EON Kharadi Infrastructure Pvt Ltd.-Phase-I-SEZ Observation of ADC

The proposal may be considered subject to the conditions :

that the unit will fulfil the T&C of the LOA and upon execution of BLUT and further transfer of all the fit- outs as per the asset purchase agreement and written confirmation from the Specified Officer for such assets being transferred an accounted for in the BLUT of the new Unit. File No.S-SEZ-PRO0EON1/6/2023-JDCP I/2056/2023 113

1 GOVT. OF INDIA, OFFICE OF THE ZONAL DEVELOPMENT COMMISSIONER, SEEPZ – SEZ (PUNE CLUSTER)

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AGENDA NOTE FOR CONSIDERATION OF THE APPROVAL COMMITTEE

a) Proposal: - Application filed by M/s. Eaton Technologies Pvt. Ltd., an IT/ITES Unit located at Cluster C, Wing 1, EON-I SEZ, Kharadi, Pune-14 for Sharing of Network Infrastructure and Broad Banding of services. b) Specific Issue on which decision of Approval Committee is required: - Approval of the Approval Committee for i) Sharing of Network Infrastructure, in terms of Rule 27(5) of SEZ Rules, 2006. ii) Broad banding of Services, in terms of Rule 19(2) of SEZ Rules, 2006 i) Sharing of network infrastructure The unit has submitted application for sharing of infrastructure for the reason that Eaton headquarters (US) had decided to assign their back office support function to M/s Genpact India Ltd. Considering the lead time for M/s. Genpact India to procure and setup IT network infrastructure such as network lease line and infrastructure equipment, M/s Eaton intends to share their following network facility with M/s Genpact India, as detailed below : Sr. No . Network Equipments Qty Location Category 1 Fibre Line for C Cluster to Cluster B 2 From C to B Fiber Line 2. Internet line 2 Cluster C 2nd Floor ISP Internet Line 3 Flexware AT&T – U412 2 AT&T WAN Routers 4 Cisco Catalyst C9300- 48P Core Switch 3 Core Switch Stack 5 DELL EMV VxRAIL E560 Servicer Hardware 3 Hypervisor/Physical Servers 6 4 Note Avamar grid 1 Backup Servers 7 Isilion 1 Storage/File Server 8 Cisco Wireless Controller 5500 2 Controller

for

Wireless Access Point 9 Qualys Guard 1 Vulnerability

Scanning Security Appliance 10 Cisco ISR 4400 1 Voice Gateway 11 Cisco VG 224 Voice Gateway 1 Analog Voice Gateway for traditional Analog phones 12 Tata SIP (primary) 1 Voice/Telephony

service provider device 13 Vodafone SIP (Secondary) 1 Voice/Telephony

service provider device File No.S-SEZ-PRO0EON1/10/2022-JDCP I/2055/2023 98

2 14 Juniper Firewall SSG 140 2 Security Firewall 15 Juniper SSG 5 1 Visitor Room Firewall Relevant provisions: - As per Rule 27(5) of SEZ Rules, 2006 which prescribes “A unit may import or procure from Domestic Tariff Area, all types of goods and services, without payments of duty, taxes or cess for creating a central facility for use by units in Special Economic Zone and where such facility is created for software development, the same may also be accessed by software exporters of Domestic Tariff Area.” Further, in the case of M/s. RBS Services India Pvt. Ltd. for sharing of central facility of Network infrastructure, duty exempted assets and common area of its unit located in IT/ITES SEZ of Gurgaon Infospace Ltd., MOC&I vide its letter No. K-43013(616)3/2018-SEZ dated 06.02.2019 has clarified the following ;

"I am directed to refer to Noida SEZs letter No. 10/351/2010-SEZ dated 21.12.2018 on the subject mentioned above and to state that the request of M/s. RBS Services India Pvt. Ltd. has been examined in this department and it has been decided with the approval of the competent authority that the case appears to be falling clearly in the ambit of Rule 27(5) of SEZ Rules, 2006" ii) Broad Banding of Services: Based on the above proposal of the unit for sharing of infrastructure with M/s Genpact India Ltd., the unit has sought permission for broad banding of services, to include ‘IT Infrastructure and network services’ the details of which are as under : Existing Services Services to be added

Software Development, Engineering Design, Back office support, business Development Services. SAC- 998311, 998399, 998313, 998222, 998211, 99859, 99833.

• IT infrastructure and network services

–SAC

998316(IT Infrastructure

and

network management

services)

and SAC998319

(other

information technology services n.e.c)

c) Relevant provisions: - In terms of Rule 19(2) of SEZ Rules, 2006. “The letter of Approval shall specify the items of manufacture [along with the corresponding Indian Trade Classification (Harmonized system) of export and import items, 2017] or particulars of service activity, including trading or warehousing, projected annual export and Net Foreign Exchange-Earning for the first five years of operations, limitations, if any on Domestic Tariff Area sale of finished goods, by-products and rejects and other terms File No.S-SEZ-PRO0EON1/10/2022-JDCP I/2055/2023 99

3 and conditions, if any, stipulated by the Board or Approval Committee: PROVIDED that the Approval Committee may also approve proposals for broad-banding, diversification, enhancement of capacity of production, change in the items of manufacture or service activity, if it meets the requirements of rule 18”. d) Other Information: -  LOA No. SEEPZ SEZ/NEW SEZ/ EON/01/2006-07 dated 22.03.2007  Location: Cluster B-Wing 3, Cluster C-, Wing 1, Eon Free Zone, Plot NO.1, Survey No. 77, MIDC Kharadi Knowledge, Kharadi, Pune – 411 014.  Date of Commencement of Production: 19.04.2007  Validity of LOA: 18.04.2027  Existing Block Period – 2022-23 to 2026-27 e) ADC’s Observations:

The proposal of the unit for sharing the infrastructure facilities at Cluster C, 2nd Floor, EON, SEZ, Phase-I, Kharadi, Pune with M/s Genpact India Pvt. Ltd., unit to be located at Cluster B, Wing 3, EON, SEZ, Phase-I, Kharadi, Pune in terms of Rule 27(5) and broad branding of services in terms of Rule 19(2) of SEZ Rules, 2006 may be considered by Approval Committee.

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