Agenda for Approval Committee meeting for EOU and SEZ for Pune Cluster scheduled on 15 October 2024. — 06-5-eon-kharadi-phase-i

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.

DATE : 15.10.2024

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 15.10.2024 INDEX

Agenda Item No.

Subject Agenda Item No. 01 :- Confirmation of the Minutes of the meeting held on 16.08.2024 Agenda Item No. 02 :- Action taken report for the Minutes of the meeting held on 16.08.2024 Agenda Item No. 04 :- Application for approval of sharing of Common infrastructure Submitted by M/s. Vodafone India Services India Pvt. Ltd Agenda Item No. 05 :- Application for approval of Change in Board of Directors Submitted by M/s. UPS Logistic Pvt. Ltd.

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Minutes of the 121th 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 16.08.2024 1 Name of the SEZ M/s. EON Kharadi Infrastructure Pvt. Ltd.- SEZ, Phase I 2 Sector IT/ITES 3 Meeting No. 121th Meeting 4 Date 16.08.2024

Members present: Sr Name and Designation (S/Shri.) Department 1 Smt. Mital Hiremath Joint Development Commissioner Pune Cluster SEZ, Pune 2 Shri Shailesh Rajput, Joint Director of Industries, Pune Region Nominee of Govt. of Maharashtra 3 Smt. Pranoti Sanjay Sankpal, Asst. Commissioner, IT Nominee of Income Tax, Pune 4 Shri. Krishnadas Nair FTDO Nominee of DGFT, Pune 5 Smt. Manisha Binoy, Superintendent Nominee of Customs, Pune

Special Invitee: Sr Name and Designation Department 1 Shri. Shambhu Dayal Meena Specified Officer SEEPZ-SEZ, Pune Cluster

Agenda Item No.01: Confirmation of the Minutes of the 120th meeting held on 05.07.2024

After deliberation, the Committee confirmed the minutes of the 120 th meeting of Approval Committee held on 05.07.2024.

Agenda Item No.02: Monitoring of Performance for M/s. Tietoevry India Pvt. Ltd. After deliberation, the committee noted the performance of the unit for Last year of 2 nd Block period i.e. FY 2018-19 during the period FY 2014- 15 to 2018-19 and Four Years of 3 rd Block Period i.e. FY 2019-20 to 2022-23 during the period FY 2019-20 to 2023-24., in terms of Rule 54 of SEZ Rules, 2006. As detailed below:

The Unit has achieved export revenue of Rs. 518.05 Crores as against the projected export of Rs. 302.79 Crores and achieved positive NFE of Rs. 1845.53 Crores which is 88.63% on cumulative SEEPZM-SSEZ0MINF(EON1)/1/2024-O/o JDCP-SEEPZ SEZ I/67277/2024

basis in Last year of 2nd Block period i.e. FY 2018-19 (Block Period FY 2014-15 to 2018-19). The Unit has achieved export revenue of Rs. 2539.30 Crores as against the projected export of Rs. 2304.31 Crores and achieved positive NFE of Rs. 2398.30 Crores which is 94.45% on cumulative basis in 4th Years of 3rd Block Period i.e. FY 2019-20 to 2022-23 (Block Period FY 2019-20 to 2023-24) The unit has achieved employment of 2918 (Men-2066, Women-852) employees against the projected employment of 2898. Further the committee has directed to the unit to revised the APRs of FY 2018-19 and FY 2019-20 to correct the import values mentioned in APRs. Agenda Item No.03: Application for approval of Change in Shareholding Pattern submitted by M/s. Company3 Method India Pvt. Ltd. After deliberation, the committee approved the proposal for change in Shareholding pattern of the Unit, in terms of Instruction No. 109 dated 18.10.2021, issued by MOC&I, as detailed below:

Approved Shareholding Pattern:

Sr. No Name of the Shareholder Approved Shareholding Pattern

No. of Equity shares % A Resident Nil Nil B Non-Resident

C3M India Holdings 1 LLC(USA) Nil Nil 2. C3M India Holdings 2 LLC (USA) 1 (as a nominee of Company3/ Method Inc.) 0.01% 3. Company 3 /Method Inc., USA 3,37,467 99.99%

TOTAL 3,37,468 100.00%

The approval is subject to the conditions laid down in Instruction No. 109, as applicable, issued by MOC&I dated 18.10.2021. Agenda Item No. 04: Application for approval of Change in Board of Directors submitted by M/s Citicorp Services India Pvt. Ltd.

After deliberation, the committee approved the proposal of the unit for change in Board of Directors, in terms of Instruction No. 109 dated 18.10.2021 issued by MOCI, as detailed below:

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

Mohdamin Abdulsattar Kasmani Director 22/10/2020 2. Balaji Nuthalapadi Director 30/08/2018 3. Vikram Subrahmanyam Director 03/12/2013 4. Rakesh Das Director 03/12/2013 5. Mridula Krishnan Iyer Director 29/06/2021 The approval is subject to the conditions laid down in Instruction No. 109 issued by MOC&I. Meeting ended with a vote of thanks to the Chair.

(Dnyaneshwar B. Patil, IAS) Chairman-cum- Development Commissioner SEEPZM-SSEZ0MINF(EON1)/1/2024-O/o JDCP-SEEPZ SEZ I/67277/2024

ACTION TAKEN REPORT FOR THE APPROVAL COMMITTEE MEETING HELD ON 16.08.2024 IN RESPECT OF M/s. EON KHARADI INFRASTRUCTURE PVT. LTD-SEZ PHASE- I APPROVED ON 18.08.2024

Name of the Unit Subject Action Taken M/s. Tietoevry India Pvt. Ltd Monitoring of Performance Approval Letter issued to the unit on
on 21.08.2024 M/s.Company3 Method India Pvt. Ltd. Application for approval of Change in Shareholding Pattern

Approval letter for change in shareholding pattern was issued to the unit on 20.08.2024 M/s. Citicorp Services India Pvt. Ltd Application for approval of Change in Board of Directors Approval letter for Change in Board of Directors was issued to the unit on 20.08.2024

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

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AGENDA NOTE FOR CONSIDERATION OF UNIT APPROVAL COMMITTEE

a. Proposal:

Proposal dated 19.09.2024 submitted on 23.09.2024 by M/s. Vodafone India Services Pvt. Ltd., located at EON Kharadi Infrastructure Pvt. Ltd.-SEZ Phase-I, Kharadi Pune-411014. for approval w.r.t. sharing of common network infrastructure facilities with their another SEZ unit along with other DTA units of the company. b. Specific issue on which decision of Approval Committee is required:

Approval for sharing of common network infrastructure facilities with their another SEZ unit along with other DTA units of the company. under Rule 27(5) of SEZ Rules, 2006.

c. Details of proposed sharing of common network infrastructure facilities:

M/s. Vodafone India Services Pvt. Ltd. (hereinafter referred to as VISPL), SEZ Unit located at Ground to 4th Floor, Wing 3, Cluster D, M/s. EON Kharadi Infrastructure Pvt. Ltd.-SEZ, Plot No 1, s. No 77, MIDC Knowledge Park, Kharadi, Pune-411014 proposes to share of common network infrastructure facilities with their another SEZ unit along with other DTA units of the company and its subsidiary. Other SEZ Unit Details: Sr. No Name and LOA no of the unit Address of the unit 1. M/s. Vodafone India Services Pvt. Ltd. The Manjari Stud Farm Pvt. Ltd-SEZ LOANo: SEEPZ-SEZ/MSF- SEZ/VISPL/23/2019-20/1371 Dated 08.04.2019

3rd,4th & 5th Floor, Block 5B and Ground Floor, Building 4A, the Manjari Stud Farm Pvt .Ltd.-SEZ, SP Infocity s.No209, Pune-Saswad Road Fursungi, Pune-412308

Details of Proposed Sharing of Vodafone Internal Contact Center Which is created at EON-SEZ unit and will be shared with mentioned 4 Locations as details Below:

Further, The Unit has informed that, they intend to sharing of common network infrastructure facilities with their another SEZ unit along with other DTA units of the company. The unit has like to share common Vodafone Internal Contact Center created by EON Kharadi Infrastructure Pvt. SEEPZ-SEZ/VISPL/EKIPL-SEZ/08/2015-16 I/71186/2024

Ltd.-SEZ as detail Below: Vodafone internal Contact Centre Shared by Unit and entity Vodafone India Services Pvt. Ltd.

1. 3rd.4th&5th Floor, Block 5B and Ground Floor, Building 4A, The Manjri Stud Farm Pvt. Ltd.-SEZ, SP Infocity, S. No209, Pune-Saswad Road, Fursungi, Pune-412308(referred as VISPL-Manjri SEZ unit)

2. 10th Floor, Tower A&B, Global Technology Park, Marathahalli Outer Ring Road, Varthur Hobli, Bengaluru-560103 (referred as VISPL- Bengaluru DTA unit)

3. Vodafone House, Building B, Corporate Road, Off S.G. Highway, Prahllad Nagar, Ahmedabad-380051 (referred as VISPL-Ahmedabad DTA unit)

Vodafone Global Services Pvt.Ltd. 4. 10th Floor,Tower A7B, Global Technology Park, Marathahalli Outer Ring Road, Varthur Hobli, Bengluru-560103(referred as VGSPL-Bengaluru DTA unit)

Following infrastructure in terms of network is already created or to be upgraded at their EON-SEZ Unit and the same shall be shared with abovementioned 4 locations: Vodafone internal Contact Centre Located at EON-SEZ Unit Proposed to be shared with Majari SEZ Unit Asset Type Make Model Created by Shared By Server Cisco UCSC240-M5 VISPL EON-SEZ Unit 1.VISPL-Manjari SEZ Unit 2.VISPL-Bengaluru DTA Unit 3.VISPL-Ahmedabad DTA unit 4.VGSPL-Bengaluru DTA Unit Server Cisco UCSC240-M5 VISPL- EON-SEZ Unit 1.VISPL-Manjari SEZ Unit 2.VISPL-Bengaluru DTA Unit 3.VISPL-Ahmedabad DTA unit 4.VGSPL-Bengaluru DTA Unit Server Cisco UCSC240-M5 VISPL- EON-SEZ Unit 1.VISPL-Manjari SEZ Unit 2.VISPL-Bengaluru DTA Unit 3.VISPL-Ahmedabad DTA unit 4.VGSPL-Bengaluru DTA Unit Router Cisco ISR 4331 VISPL- EON-SEZ Unit 1.VISPL-Manjari SEZ Unit 2.VISPL-Bengaluru DTA Unit 3.VISPL-Ahmedabad DTA unit 4.VGSPL-Bengaluru DTA Unit Router Cisco ISR 4331 VISPL- EON-SEZ Unit 1.VISPL-Manjari SEZ Unit 2.VISPL-Bengaluru DTA Unit 3.VISPL-Ahmedabad DTA unit 4.VGSPL-Bengaluru DTA Unit Switch Cisco WS-C3850- 48P VISPL- EON-SEZ 1.VISPL-Manjari SEZ Unit 2.VISPL-Bengaluru DTA Unit SEEPZ-SEZ/VISPL/EKIPL-SEZ/08/2015-16 I/71186/2024

Unit 3.VISPL-Ahmedabad DTA unit 4.VGSPL-Bengaluru DTA Unit Switch Cisco WS-C3850- 48F-S VISPL- EON-SEZ Unit 1.VISPL-Manjari SEZ Unit 2.VISPL-Bengaluru DTA Unit 3.VISPL-Ahmedabad DTA unit 4.VGSPL-Bengaluru DTA Unit

d) Reason of Sharing Vodafone Internal Contact Center: Vodafone Internal Contact Center Platform is a Cisco Telephony Platform and is an Enterprise level Call manager (EPBX) which is used by all of Business users from various location of VISPL and its subsidiary, Vodafone Global Services Pvt. Ltd. (Hereinafter referred to as VGSPL). While optimizing the overall cost for making calls(Inbound/Outbound) and maximizing the utilization of the Infrastructure, the Call Manager is proposed to be shared across all the other office locations of VISPL and VGSPL

Particular of VFIN Infrastructure Purpose Cisco Server: UCSC240-M5(3 Nos) Cisco Call Manager (EPBX) which used to make Inbound & Outbound calls for VOIS India Business. User connected to this Call manager via Cisco Softphone and make inbound/outbound call Cisco Router: ISR 4331(2Nos) Voice gateway where PRIs are connected too. PRIs from ISPs are connected on this device. Inbound/Outbound calls for Pune location is via these PRIs Cisco Switch: WS-C3850-48P (2 Nos) Network switch which is used for physically connecting the Cisco devices on the network. Please note that calls will be delivered to the ingress point which is closest to the location where the call is likely to be answered, to ensure the shortest voice path and least latent voice path. I.e. Calls for a service hosted in Bangalore would be delivered to APAC/Bangalore gateways

Purpose of Sharing: i. Optimization of resources in terms of creating single point infrastructure for making Inbound & Outbound calls for VISPL and VGSPL, thereby leading to reduction of cost which otherwise would be required to create multiple set ups. ii. Seamless connectivity and faster disaster recovery iii. Easy to maintain infrastructure due to central hub at EON Kharadi location.

Usage and Cost Sharing:

      The cost for maintenance of such common IT infrastructure shall be

shared between EON Kharadi-SEZ unit and other units of the Company and its subsidiary company on cost basis (without mark-up) and in accordance SEEPZ-SEZ/VISPL/EKIPL-SEZ/08/2015-16 I/71186/2024

with the applicable rules and regulations.

      Unit also like to indicate here that the cost for installation for common

infrastructure facility will be booked in their EON Kharadi –SEZ unit books as the infrastructure will be installed their post receipt of requisite approval form this office. However, the cost of operation and maintenance containing the following costs shall be allocated in the ratio of manpower of respective units of the Company and its subsidiary company.

Vodafone India Services Pvt. Ltd. EON SEZ Unit will raise tax invoice to Vodafone Global Services Pvt. Ltd. Bangalore DTA Unit for sharing the common IT Infrastructure.

Common Operational Cost that will be allocated between the units: i. Hardware AMC Cost – this is annual cost which is to be paid to OEMs of respective hardware; ii. Software License Cost – This is again annual cost which has to be paid to OEMs for software license renewals; iii. IT Support Cost – This is the FTE (Full time equivalent) cost for the resources engaged in feet/on-site support in maintenance or bug-fixing of such IT infrastructure.

e. 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"

f. Other Information: - M/s. Vodafone India Services Pvt. Ltd. has been granted LOA No. SEZ/PUNE/2W/2010-11/6875 Dated 30.04.2010. Location: 4th Floor, Wing 3 and 4, Cluster B and D, EON Kharadi SEEPZ-SEZ/VISPL/EKIPL-SEZ/08/2015-16 I/71186/2024

Infrastructure Pvt. Ltd.-SEZ, Plot No.1, S. No. 77, Kharadi Knowledge Park, MIDC, Kharadi Pune-411014. DCP of the Unit 01.08.2010 LOA valid up to: 31.07.2025

g. ADC’s Recommendations:

The approval committee may kindly consider the proposal for sharing of common network infrastructure facilities with their another SEZ unit along with other DTA units of the company and its subsidiary in accordance with the provision of in terms of Rule 27(5) of SEZ Rules, 2006.

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SEEPZ-SEZ/VISPL/EKIPL-SEZ/08/2015-16 I/71186/2024

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 dated 19.07.2024 submitted on 13.08.2024 by M/s. UPS Logistic Pvt. Ltd., IT/ITES unit located in EON Kharadi Infrastructure Pvt. Ltd.- SEZ for Change in the Board of Director.

b. Specific Issue on which decision of Approval Committee is required: - Approval of the Committee for Change in Board of Director, in terms of Instruction No. 109 dated 18.10.2021, as detailed below:

Previous List of Board of Director: Sr. No Name of the Directors Designation Date of Cessation 1. Deepak Kumar Shrivastava Director 10/07/2023 2. Gaurav Ranjit Tendulkar Director

Harsha Punjabi Director

Vanishree Haridasan Director

Proposed List of Board of Director: Sr. No Name of the Directors Designation Date of Appointment 1 Gaurav Ranjit Tendulkar Director 05/03/2021 2. Harsha Punjabi Director 17/05/2021 3. Vanishree Haridasan Director 08/09/2021 4. Caroline Eates Director 28/04/2023 5. Janakirman Pradeep Director 17/04/2024 6. Subramani Ramakrishnan Director 17/04/2024 7. Charan Kumar Shetty Director 17/04/2024

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- SEEPZM-SSEZ0PROF(EON1)/3/2024-O/o JDCP-SEEPZ SEZ I/69584/2024

Developer/Unit shall remain unchanged on such reorganization.” …

d. Other Information: - M/s. UPS Logistic Pvt. Ltd., is granted LOA NO. SEEPZ/EKIPL-SEZ/ULPL/27/2015- 16/15574 Dated 29.09.2015 is located at 5th Floor, Wing-1, Cluster E, EON Kharadi Infrastructure Pvt. Ltd.-SEZ, Plot No.1, S. No.77, MIDC Kharadi Pune-411014. DCP: 04.04.2016 LOA valid till: 03.04.2026 The unit has informed that, there was delay on their part in intimating about the change in board of directors, they have apologies for the same and requested to condone the delay in submitting intimation of change in board of directors unit has submitted that, there is no change in shareholding pattern due to change in board of directors. The Unit has submitted following documents: Copy of Original Letter of Approval A Copy of Board resolution for appointment and resignation of directors Copy of Form No. DIR-12 for Appointment of Director with ROC along with its challan Copy of Form No. DIR-12 for Resignation of Director with ROC along with its challan CA Certified Shareholding pattern before and after change in composition of Board of Directors Copy of List of Directors before and after change in composition of Board of Directors Copy of Undertaking regarding Personal liability arising if any, against resigning director Copy of undertaking in term of Instruction No. 109

Reason for change in Board of Director: The unit has submitted that, due to the Resignation of Deepak Kumar Shrivastava, Director and new appointment of Caroline Eates,Janakirman Pradeep, Subramani Ramakrishnan, and Charan Kumar Shetty, Directors, there is change in Board of Directors. e. ADC’s Recommendation:
Approval Committee may kindly condone the delay for intimating change in board of directors and consider the proposal of the unit for Change in Board of Director, in terms of Instruction no. 109 issued by MOC&I.

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