20/09/2023 — 06-6-embassy-pune-techzone-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. EMBASSY PUNE TECHZONE PVT. LTD.-SEZ

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 25.07.2023 Agenda Item No. 02: - Monitoring of Performance for M/s. Kyndryl Solutions Pvt Ltd. Agenda Item No. 03: - Application for Approval of Change in Board of Directors submitted by M/s. LTIMindtree Ltd.-Unit-9 Agenda Item No. 04: - Application for Approval of Change in Shareholding Pattern submitted by M/s. Nitor Infotech Pvt Ltd-Unit I & II.

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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: Monitoring of the performance of M/s. Kyndryl Solutions Pvt Ltd an IT/ITES unit located in Embassy Pune TechZone Pvt Ltd-SEZ, Pune, for 1st year i.e. FY 2021-22 of 1st block period. b) Specific Issue on which decision of Approval Committee is required: Monitoring of the performance of the unit for 1st year i.e. FY 2021-22 of 1st block period., in terms of Rule 54 of SEZ Rules, 2006. c) Relevant provisions: - As per Rule 54 of SEZ Rules, 2006 “Performance of the Unit shall be monitored by the Approval Committee as per the guidelines given in Annexure appended to these rules”. I. Approved export Projections for 1st Block Period: (Rs. In Crores)

2021-22 2022-23 2023-24 2024-25 2025-26 Total FOB Export 168.57 168.57 168.57 175.31 182.33 863.35 FE Outgo 51.04 51.51 51.98 54.49 57.10 266.11 NFE 117.53 117.06 116.59 120.83 125.23 597.24 (A) Performance as compared to projections: (Rs. In Crores) Year Export F.E. OUTGO Projected Actual Raw Material (Goods/Services ) C.G. import Other outflow Projecte d Actua l Projecte d Actual Actual 2021- 22 168.57 121.33 0.00 0.00 29.14 1.83 0.45 Total 168.57 121.33 0.00 0.00 29.14 1.83 0.45 (B) Cumulative NFE Achieved (Rs. In Crores) Year Cumulative NFE achieved Cumulative NFE in % 2021-22 120.69 99.48 (C) Employment: As per SO report dated 17.08.2023 Year Men Women Total 2021-22 781 183 964 File No.S-SEZ-MONT0EPTP/78/2022-JDCP I/2784/2023 13

(D) Other Information: LOA No. & Date SEEPZ-SEZ/EPTPL- SEZ/KSPL/32/2021-22/796

dated 27.08.2021 Location of Unit Plot No. 03, Embassy Pune TechZone Pvt Ltd-SEZ, RGIP, Hinjewadi, Phase-II, Pune-411057 Validity of LOA 17.09.2026 Item(s) of manufacture/ Services IT/ITES Date of commencement of production 18.09.2021 Execution if BLUT Sr. No Date of BLUT acceptance Value of BLUT (Rs.

In Cr) 1. 17.09.2021 11.32 2. 01.12.2021 13.86 Total 25.18 Outstanding Rent dues No Labour Dues No Validity of Lease Agreement 31.08.2026 Pending CRA Objection, if any No Pending Show Cause Notice/ Eviction Order/Recovery Notice/ Recovery Order issued, if any No Area allotted (in sq.ft.) 85,821 Sq.ft. Area available for each employee per sq.ft. basis (area / no. of employees) 89.02Sq.ft Investment till date Building 0.00Cr Plant

& Machinery 7.74Cr Quantity and value of goods exported under Rule 34 (unutilized goods)

Value Addition during the monitoring period

Whether all the APRs being considered now has been filed well within the time limit, or otherwise. If no, details of the Year along with no of days delayed to be given. Yes The Specified Officer vide letter dated 17.08.2023 has reported as under: A. EXPORT DETAILS (Fig. ion Cr.) Year/Perio d Figures reported in APR (FOB Figures as per Softex/Custom Difference if any Reason

for Difference/Remark File No.S-SEZ-MONT0EPTP/78/2022-JDCP I/2784/2023 14

Value) s Records 21-22 121.33 100.09 21.24

1. 1. Exchange variance between APR & SEZ Online is 0.37 Cr.
2. 2. The Invoices were of the period Sept-2021 to Feb-2022 and these were

reported

in SOFTEX forms filed from

Oct-2021

to March-2022.

The SOFTEX were filed in April 2022. Hence, there is variance of 20.82 Crores between APR value and SOFTEX value. 3) 3.

Onsite

export reported in APR but not eligible for SOFTEX is 0.05Cr. 4) Total- (0.37+20.82+0.05=21.2 4Cr) B. IMPORT DETAILS (Capital Goods including procurement done on IUT (from SEZ, EOU, STPI, EHTP) basis. (Fig. in Cr.) Year/Period Figures reported in APR (CIF Value) Figures as per NSDL/Custo ms Records Difference if any Reason for Difference/Remar k 2021-22 1.83 1.83 Nil

C. BLUT DETAILS (Fig. in Cr) 1 Value of BLUT Executed (Duty foregone) (including for CG / Raw Material / Services) Value of Additional BLUT executed

Year: Date of acceptance

BLUT amount: TOTAL value of BLUT Executed 11.32 13.86 25.18 File No.S-SEZ-MONT0EPTP/78/2022-JDCP I/2784/2023 15

2 Total Duty Foregone on goods & services procured (Category-wise BLUT value utilized separately for imported and indigenous goods and services) This should be based on BLUT worksheet which provides for estimated value and duty foregone separately for each category of procurement. (Fig in Cr.) FY Goods Services Imp. & Indi. 2021-22 1.42 NIL 3 Has the unit procured goods or services without having sufficient balance in their BLUT. If yes Month & Year when the BLUT was exhausted. Details of the consignment and Total Value of Goods procured without having sufficient or nil balance in BLUT NO d Employment made as on date (as on end of block period / year up to which monitoring is being done) 964 as on Mr-2022 (Male-781 and Female-183) e Details of pending Foreign Remittance beyond Permissible period, if any (as on 31.03.2022) To cross-check the same and verify

whether

necessary permission from AD Bank / RBI has been obtained The unit has declared 7 cases of pending remittance i.e. INR 0.31Cr as per the Revised APR submitted for FY-2021-22 under clause Part III (2) (1) Kindly Note that the above 7 cases have been extended for remittance in EDPMS tool. Note: Pending due to some country regulatory issue, f Whether all softex has been filed for the said period. If no, details thereof. SO to also check whether unit has obtained Softex condonation from DC office / RBI and if Yes. SOFTEX has been filed within the timeline. File No.S-SEZ-MONT0EPTP/78/2022-JDCP I/2784/2023 16

approved, whether they have filed such pending Softex. g Whether all Softex has been certified, if so till which month has the same been certified. If not, provide details of the Softex and reasons for pendency. Yes. All the SOFTEX has been certified for the period. h Whether unit has filed any request for Cancellation of Softex Not Applicable. i Whether any Services provided in DTA / SEZ/EOU/STPI etc. against payment in INR in r/o IT/ITES Unit during the period. If yes, details thereof (year wise details to be provided) NIL j Has the unit cleared any Capital Goods procured duty free in DTA against payment of Duty, or otherwise? Full details to be provided along with value of assets and duty discharged Following are the details of removal of CG: (Rs.in Cr.) FY A.V. Duty Payable 2021-22 NIL Nil k Is the unit sharing any of their infrastructure with other units or are utilizing infrastructure of another unit in the same or other SEZ? If so, details thereof, including the details of the unit with whom the sharing is being made, and the payment terms If approval for sharing of common infrastructure has been obtained from UAC / DC office, the date of UAC / Approval letter to be indicated NO l Whether all DSPF for services procured during the said monitoring

period

under All the services consumed by the unit are being applied as per the DSPF process and the same are being File No.S-SEZ-MONT0EPTP/78/2022-JDCP I/2784/2023 17

consideration has been filed by the unit and whether the same has been processed for approval by the SO Office. approved appropriately by the SO office. m Whether unit has filed all DTA procurement w.r.t. the goods procured by them during the monitoring period for the relevant period. If no, details thereof Yes n Details of the request IDs pending for OOC in respect of DTA procurement on the date of submission of monitoring report NO o Has the unit set up any cafeteria / canteen / food court in unit premises? If yes, whether permission from UAC / DC office has been issued, or otherwise office has been issued, or otherwise Whether unit has availed any duty paid goods / services for setting up such facility? If yes, whether unit has discharged such duty / tax benefit availed? details to be given including amount of duty / tax recovered or yet to be recovered Yes. Unit has taken permission from UAC. p Whether any violation of any of the provisions of law has been noticed / observed by the Specified Officer during the period under monitoring No ADC’s observations:  The unit has achieved Export of Rs.121.33Cr. against the projected export of Rs. 168.57 Cr. i.e., 71.97% in 1st year i.e. 2021-22 of 1st Block period.  The unit has achieved NFE of Rs.120.69 Cr. i.e, 99.48% in FY. 2021-22  Vide SO repot the unit has achieved employment as detailed below: Year Men Women Total 2021-22 781 183 964 File No.S-SEZ-MONT0EPTP/78/2022-JDCP I/2784/2023 18

 Approval Committee may kindly monitor the performance of the Unit for 1st year i.e. FY 2021-22 of 1st block period., in terms of Rule 54 of SEZ Rules, 2006. File No.S-SEZ-MONT0EPTP/78/2022-JDCP I/2784/2023 19

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. LTIMindtree Ltd., located M/s. Embassy Pune TechZone Pvt Ltd.– SEZ, for approval of Change 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, issued by MOC&I., as detailed below: Existing List of Board of Directors: Sr. No Name of the Director Designation Date

of Cessation 1 Mr. A. M. Naik Non-Executive Chairman

2 Mr. S. N. Subrahmanayan Non-Executive Vice Chairman

3 Mr R Shankar Raman Non-Executive Director

4 Mr. Sudhir Chaturvedi President –Sales & Whole Time Director

5 Mr. Nachiket Deshpande Chief Operating Officer & Whole Time Director

6 Mr. Sanjeev Aga Independent Director

7 Mr. James Varghese Abraham

8 Mr. Rajnish Kumar

9 Mr. Vinayak Chatterjee

10 Mr. Debashish Chatterjee Chief Executive Officer & Managing Director

11 Ms. Apurva Purohit

12 Mr. Bijou Kurien

13 Mr. Chandrasekaran Ramakrishnan

14 Mr. Venugopal Lambu Whole Time Director & President Markets 10.01.2023 File No.S-SEZ-PRO0EPTP/15/2022-JDCP

Proposed List of Board of Directors: Sr. No Name of the Director Designation Date

of Appointment 1 Mr. A. M. Naik Non-Executive Chairman 23.12.1996 2 Mr. S. N. Subrahmanayan Non-Executive Vice Chairman 10.01.2015 3 Mr R Shankar Raman Non-Executive Director 28.10.2015 4 Mr. Sudhir Chaturvedi President –Sales & Whole Time Director 09.11.2016 5 Mr. Nachiket Deshpande Chief Operating Officer & Whole Time Director 02.05.2019 6 Mr. Sanjeev Aga 09.11.2016 7 Mr. James Varghese Abraham 18.07.2021 8 Mr. Rajnish Kumar 26.08.2021 9 Mr. Vinayak Chatterjee 01.04.2022 10 Mr. Debashish Chatterjee Chief Executive Officer & Managing Director 14.11.2022 11 Ms. Apurva Purohit 14.11.2022 12 Mr. Bijou Kurien 14.11.2022 13 Mr. Chandrasekaran Ramakrishnan 14.11.2022 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. LTIMindtree Ltd, located at 4th and 5th Floor, Nile Building, Embassy Pune TechZone Pvt Ltd-SEZ, Plot No 3A, RGIP, Hinjewadi, Phase-II, Pune- 411057 has been granted LOA No. SEEPZ-SEZ/EOPPL-SEZ/L&T/29/2019- 20 dated 30.08.2019  DCP: 20.01.2020  LOA Valid upto: 19.01.2025 File No.S-SEZ-PRO0EPTP/15/2022-JDCP

 Reason for change of Directors: Mr. Venugopal Lambu has resigned as Whole Time Director & President Markets of the Company w.e.f. 10.01.2023.  The Unit has submitted the following documents with the application: a) DIR 12 copy of Mr. Venugopal Lambu b) Undertaking in the required format for the director Mr. Venugopal Lambu, who has resigned. c) Undertaking in respect of Instruction No. 109 e) ADC observation:  Approval Committee may like to consider the proposal for Change in Board of Directors, in terms of Instruction No. 109 dated 18.10.2021, issued by MOC&I

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File No.S-SEZ-PRO0EPTP/15/2022-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. Nitor Infotech Pvt Ltd. Unit-I and II IT/ITES units located in Embassy Pune TechZone Pvt Ltd.- SEZ for Change in Shareholding pattern. b) Specific Issue on which decision of Approval Committee is required: - Approval for Change in Shareholding pattern, in terms of Instruction No. 109 dated 18.10.2021, as detailed below: Existing Shareholding Pattern: Name of Shareholders Class of Equity Shares Approved Shareholding Ascendion Engineering Pvt Ltd. Class A 65,80,732 Ascendion Engineering Pvt Ltd. Class C 181,803 67,62,535 Proposed Shareholding Pattern: Name of Shareholders Class of Equity Shares Approved Shareholding Value of Shares Ascendion Engineering Pvt Ltd. Class A (Rs.10/-each) 65,80,731 6,58,07,310 Mr. Sanjay Patel (S

Nominee Shareholder

of Ascendion Engineering Pvt Ltd) Class A (Rs.10/-each) 1 10 Ascendion Engineering Pvt Ltd. Class C (Rs.5/- each) 1,79,278 8,96,390 67,60,010 6,67,03,710 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 File No.S-SEZ-PRO0EPTP/19/2022-JDCP

2 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. Nitor Infotech Pvt Ltd. Unit-I and II has submitted application for following LOA Nos. o Unit 1-LOA No. SEEPZ/PEPPL-SEZ/NIPL/20/2016-17/25809 dated 29.08.2016 o Unit 2 LOA No. SEEPZ/PEPPL-SEZ/NIPL/21/2016-17/25806 dated 29.08.2016  Units have submitted following documents: o Online Application o Duly executed Form SH-4 o Form PAS-3 and Challan o Form SH-7 and Challan o ECB Agreement o Valuation Report of ECB o Share Purchase Agreement o Board Resolution for conversion of ECB into Class C equity shares  Reason for change in Shareholding pattern: The unit has informed that following changes were made w.r.t. the share capital of the Company:

1. Increase Authorized Share Capital from Rs.7,01,00,000 to Rs.7,11,00,000 by filling Form SH-7 dated 30.06.2023
2. Allotment of Class C Equity shares of Rs.5 each by way of preferential allotment on private placement basis, against the outstanding External Commercial Borrowing.
3. All shares held by existing shareholders were transferred to M/s. Ascendion Engineering Pvt Ltd and its Authorized representative. d) ADC’s observation:

Approval committee may kindly consider the proposal of Units for Change in Shareholding pattern, in terms of Instruction no. 109 issued by MOC&I.

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File No.S-SEZ-PRO0EPTP/19/2022-JDCP