20/09/2023 — 00-10-nalanda-shelters-pvt-ltd-sez

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. NALANDA SHELTER PRIVATE LTD.

Via Video Conferencing

DATE : 21.09.2023

TIME : 11:00 A.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 21.09.2023 INDEX

Agenda Item No.

Subject

Agenda Item No. 01 :- Confirmation of the Minutes of the meeting held on 10.08.2023 Agenda Item No. 02 :- Application of Approval for Change in Board of Directors submitted by M/s. Infovision Labs India Pvt Ltd
Agenda Item No. 03 :- Application of Approval for Change of Nominee submitted by M/s. Cerence Services (India) LLP

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

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AGENDA NOTE FOR CONSIDERATION OF APPROVAL COMMITTEE

a) Proposal: - Applicationssubmitted by M/s. Infovision Labs India Private Ltd located at 1st Office floor, Unit No. 1 & 2, Tower A and Incubation Space at Ground Floor, Tower A, Nalanda Shelter Pvt Ltd – SEZ, Blue Ridge, Rajiv Gandhi Infotech Park, Hinjewadi, Phase I, Pune 411 057 forChange in Board of Directors. b) Specific Issue on which decision of Approval Committee is required: - Approval of the Committee for Change in Board of Directors,in terms of Instruction No. 109 dated 18.10.2021, as detailed below: Existing List of Board of Directors: Sr. No. Name of the Director Designation Date of Cessation 1. Mr. Satya Srinivas Yalamanchi Director 04.06.2019 2. Mr. Vinay Narayan Barigidad Director 16.04.2022 3. Mrs. Vinuta Vinay Barigidad Director 16.04.2022 4. Mr. Abhijeet Ramchandra Desai Director 12.05.2023 Proposed List of Board of Directors: Sr. No. Name of the Director Designation Date

of Appointment 1. Mr. Rajarama Mohana Rao Yalamanchi. Director 01.12.2014 2. Mr. VenkataramanaKovelamudi Director 17.02.2022 3. Mr. Uma Shankar Patro Additional Director 02.05.2023 c) Relevant provisions: - As per para (i) of Instruction no. 109, dated 18.10.2021, “Reorganization including change of name, Change of Shareholding pattern, business transfer arrangements, court approved mergers and demergers, change of constitution, Change of Directors, etc. may be undertaken by the Unit Approval Committee (UAC) concerned subject to the condition that the Developer/Co-developer/ Unit shall not opt out or exit out of the Special Economic Zone and continues to operate as a going concern. All liabilities of the Developer/Co-Developer/Unit shall remain unchanged on such reorganization.”… File No.S-SEZ-PRO0NSPL/8/2022-JDCP

2 d) Other Information: -  M/s. M/s. Infovision Labs India Private Ltd has submitted application for following LOA Nos. o LOA No. SEEPZ-SEZ/NSPL-SEZ/ILIPL/01/2019-20/3035 dated 09.03.2020  Units have submitted following documents: o Online Application for change in Directors o List of Existing and Proposed Directors o Copy of all LOAs o Form DIR-12 of newly appointed Directors with Challan o Form DIR-12 for Resignation of Director with Challan o Undertaking in terms of Instruction No. 109 o Undertaking regarding personal liability arising, if any against the resigning director o Unit has intimated that they have not submitted the prior intimation to this office as required under instruction 109 of MOC&I. it was inadvertently missed out from their end with respect to change in directors. There was no any clarity to them for considering Rule 22 of SEZ rules and Instruction 109 of MOC&I & they did not submitted intimation for the same. Further the unit requested to condone the delay in submission of intimation of change in Directors of company.  Reason for change in board of directors: The unit has informed that, there has been change in composition of Board of Directors of the company due to the appointment and cessation of Directors. d) ADC’s Recommendations:

Approval committee may kindly consider the proposal of Unitsfor Change in Board of Directors.,in terms of Instruction no. 109 issued by MOC&I.

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File No.S-SEZ-PRO0NSPL/8/2022-JDCP

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

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AGENDA NOTE FOR CONSIDERATION OF APPROVAL COMMITTEE

a) Proposal: - Proposal submitted by M/s. Cerence Services (India) LLP, unit located in Nalanda Shelter Pvt Ltd - SEZ for Change in Nominee of designated partner in accordance to Instruction no. 109 of MOC&I. b) Specific Issue on which decision of Approval Committee is required: - Approval for Change in Nominee of designated partner in terms of Instruction No. 109 dated 18.10.2021, as detailed below: Summary of Partners/Designated Partners & their contribution before change. Sr. No. Name

of Designated Parties

to the LLP Agreement. Through Nominee Designated Partners LLP Agreement Effective From date Capital Contribution (Amt. in Rs.) Capital Contribution percentage 01 Name of 1st Partner : Cerence B V Address

: CBS Weg 11,6412 Ex Heerlen, Netherlands Name : Deepti Pareekshit Bhat 27.11.2020 for Change in Nominee Designated Partner 42,03,22,350.00 98.94% 02 Name of 2nd Partner

: Cerence Service B V Address

: Olympia 2 D, 1213NT Hilversum, Netherlands Name : Dennis Joseph Close 01.04.2022 for Change in Nominee Designated Partner 45,14,000.00 01.06% Total 42,48,36,350.00 100% File No.S-SEZ-PRO0NSPL/2/2022-JDCP

2 Summary of Partners/Designated Partners & their contribution After change : Sr. No. Name

of Designated Parties

to the LLP Agreement. Through Nominee Designated Partners LLP Agreement Effective From date Capital Contribution (Amt. in Rs.) Capital Contribution percentage 01 Name of 1st Partner : Cerence B V Address

: CBS Weg 11,6412 Ex Heerlen, Netherlands Name : Aniket Kulkarni 26.04.2024 for Change in Nominee Designated Partner 42,03,22,350.00 98.94% 02 Name of 2nd Partner

: Cerence Service B V Address

: Olympia 2 D, 1213NT Hilversum, Netherlands Name : Dennis Joseph Close 01.04.2022 for Change in Nominee Designated Partner 45,14,000.00 01.06% Total 42,48,36,350.00 100% c) Relevant provisions: - As per para (i) of Instruction no. 109, dated 18.10.2021, “Reorganization including change of name, Change of Shareholding pattern, business transfer arrangements, court approved mergers and demergers, change of constitution, Change of Directors, etc. may be undertaken by the Unit Approval Committee (UAC) concerned subject to the condition that the Developer/Co-developer/ Unit shall not opt out or exit out of the Special Economic Zone and continues to operate as a going concern. All liabilities of the Developer/Co-Developer/Unit shall remain unchanged on such reorganization.”… d) Other Information: -  M/s. Cerence Services (India) LLP, located at Unit No. 1 & 4, 2nd Floor, Tower A, Nalanda Shelter Pvt Ltd – SEZ, Blue Ridge, RGIP, Hinjewadi Phase I, Pune 411057 has submitted application for following LOA No. o LOA No. SEEPZ-SEZ/EKIPL-SEZ/CSILLP/50/2019-20 DATED 09.03.2020 (As amended)  Units have submitted following documents: o Online Application Request Id : 422300283462 File No.S-SEZ-PRO0NSPL/2/2022-JDCP

3 o CA certified List of Designated Partners before & After change in Nominee of Designated Partner. o Copy of Form 3 & Form 4 along with its Paid Challans. o Copy of resolution for appointment of Aniket Kulkarni & resignation of Deepti Pareekshit Bhat.. o Certificate of Incorporation o Initial LLP agreement o All Supplementary LLP agreement for capital change, Designated partner change & Nominee person Change o Undertaking regarding personal liability arising, if any, against the nominee of Designated partner. o Undertaking in terms of Instruction No. 109.  Reason for Change in Nominee of designated partner: The unit has informed that Ms. Deepti Pareekshit Bhat has resigned from Nominee of Designated Partner (Cerence Service B.V.) w.e.f 26.04.2023 and Mr Aniket Kulkarni has been appointed as Nominee of Designated Partner (Cerence B.V) w.e.f 26.04.2023. d) ADC’s observation:

Approval committee may kindly consider the proposal for Change in Nominee of designated partner in accordance to Instruction no. 109 of issued by MOC&I.

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File No.S-SEZ-PRO0NSPL/2/2022-JDCP