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NOTICE of NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING of the SHAREHOLDERS of IBM INDIA PRIVATE LIMITED Day Tuesday Date March

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NOTICE of NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING of the SHAREHOLDERS of IBM INDIA PRIVATE LIMITED Day Tuesday Date March 1 IBM India Private Limited No.12, Subramanya Arcade Bannerghatta Main Road Bangalore - 560029, India www.ibm.com/in NOTICE OF NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF THE SHAREHOLDERS OF IBM INDIA PRIVATE LIMITED Day Tuesday Date March 16, 2021 Time 11:00 AM IST to 11:30 AM IST Place Hilton Bangalore Embassy Golflinks, Embassy Golf Links Business Park, Off Intermediate Ring Road, Bengaluru – 560071 Sr. Contents Page No No. 1 Notice of the National Company Law Tribunal convened meeting of the shareholders of IBM India Private Limited under the 2-4 provisions of Sections 230 – 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 2 Explanatory statement under Section 230(3) and 232(2) of the Companies Act, 2013 read with Rule 6 of the Companies 5-17 (Compromises, Arrangements and Amalgamations) Rules, 2016 3 Annexure 1: Scheme of Arrangement between IBM India Private Limited and Grand Ocean Managed Infrastructure Services Private 18-45 Limited 4 Annexure 2: Share Entitlement Report dated January 13, 2021 issued by D and P India Advisory Services LLP 46-60 5 Annexure 3: Report adopted by the Board of Directors of IBM India Private Limited pursuant to the provisions of Section 61-63 232(2)(c) of the Companies Act, 2013 6 Annexure 4: Supplementary unaudited accounting statement of IBM India Private Limited for the six months period ended on 64-94 September 30, 2020 7 Proxy Form 95-96 8 Attendance Slip 97 9 Route map for the venue of the meeting 98 Registered Office: No. 12, Subramanya Arcade, Bannerghatta Main Road, Bangalore – 560029 CIN: U72200KA1997PTC022382 2 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENGALURU BENCH COMPANY APPLICATION (CAA) NO. 05/BB/2021 IN THE MATTER OF THE COMPANIES ACT, 2013 AND IN THE MATTER OF APPLICATION UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN IBM INDIA PRIVATE LIMITED AND GRAND OCEAN MANAGED INFRASTRUCTURE SERVICES PRIVATE LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS IBM INDIA PRIVATE LIMITED, a company incorporated under Companies Act, 1956 and having its registered office at No. 12, Subramanya Arcade, Bannerghatta Main Road, Bangalore, Karnataka, India, 560029 …..Demerged Company/Applicant No. 1 AND GRAND OCEAN MANAGED INFRASTRUCTURE SERVICES PRIVATE LIMITED, a company incorporated under Companies Act, 2013 and having its registered office at No. 12, Subramanya Arcade, Bannerghatta Main Road, Bangalore, Karnataka, India, 560029 …..Resulting Company/Applicant No. 2 NOTICE CONVENING THE NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF THE SHAREHOLDERS OF IBM INDIA PRIVATE LIMITED Notice is hereby given that by an order dated January 28, 2021, the Bengaluru Bench of the Hon’ble National Company Law Tribunal (“NCLT”, and such order, the “Order”) has directed IBM India Private Limited (“Applicant No. 1” or “Demerged Company”) to convene the meeting of shareholders of the Demerged Company, for the purpose of considering, and if thought fit, approving with or without modification, the Scheme of Arrangement proposed to be made between the Demerged Company and the Resulting Company and its respective shareholders and creditors, pursuant to the provisions of Sections 230 - 232 and other applicable provisions of the Companies Act, 2013 (the “Scheme”). In pursuance of the said Order and as directed therein, further notice is hereby given that the meeting of the shareholders of Applicant No. 1 will be held at Hilton Bangalore Embassy Golflinks, Embassy Golf Links Business Park, Off Intermediate Ring Road, Bengaluru - 560071 on Tuesday, March 16, 2021 from 11:00 AM IST to 11:30 AM IST(“Meeting”) at which place, date and time, the shareholders are requested to attend and, if thought fit, approve with or without modification(s) the following resolutions: “RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 (“Act”) and other applicable provisions of the Act (including any statutory modifications or re- enactment thereof, for the time being in force), the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other rules, circulars and notifications made under the Act as may be applicable, and enabling provisions in the Memorandum of Association and Articles of Association of IBM India Private Limited (“Company”) and subject to the approval of the requisite majority of creditors of the Company and as directed by National Company Law Tribunal (“NCLT”), Bench at Bengaluru, Karnataka constituted under the provisions of the Act and such other competent authority, as may be applicable or any other appropriate authority under the applicable provisions of 4 Meeting provided that a certified true copy of the resolution of the Board of Directors or other governing body of the body corporate authorizing such representative to attend and vote at the Meeting is deposited at the registered office of Applicant No. 1 not later than 48 hours before the scheduled time of the commencement of the Meeting of the shareholders of Applicant No. 1. 2. A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote and such proxy need not be a shareholder of Applicant No. 1. The proxy form duly completed should, however, be deposited at the registered office of Applicant No. 1 not later than 48 hours before the scheduled time of the commencement of the Meeting of Applicant No. 1. 3. The authorized representative or proxy are requested to carry a copy of valid proof of identity (i.e., a PAN Card / Aadhaar Card / Passport / Driving License / Voter ID Card) at the Meeting. 4. All alterations made in the proxy form should be initialled. 5. The quorum of the Meeting of the shareholders of Applicant No. 1 shall be both shareholders of Applicant No. 1. 6. Shareholder or its proxy or authorized representative is requested to bring copy of this notice to the Meeting and produce the attendance slip duly completed and signed at the entrance of the Meeting venue. 7. Only such shareholders of Applicant No. 1 may attend and vote (either in person or by proxy or through authorised representatives) at the Meeting, whose name appear in the Chartered Accountant’s certificate certifying the list of shareholders of Applicant No. 1 as on December 31, 2020 as had been filed with the NCLT. A person/entity who is not a shareholder on such date should treat this notice for information purposes only and shall not be entitled to avail the facility of voting at the venue of the Meeting. 8. Voting rights shall be reckoned on the paid-up value of the shares registered in the names of equity shareholders of Applicant No. 1 as on December 31, 2020. 9. Mr. Sudheendra.P.Ghali (FCS) has been appointed by NCLT, as the Scrutinizer to scrutinize the votes received. 10. The Scrutinizer will submit his report to the Chairperson of the Meeting after scrutinizing the votes logged by the shareholders. The result of the voting on the resolution at the Meeting shall be announced by the Chairperson of the Meeting or any person authorized by him, within two weeks from the date of conclusion of the Meeting. 11. Relevant documents referred to in the notice and the explanatory statement are open for inspection by shareholders at the registered office of Applicant No. 1 on all working days, except Saturdays and Sundays, between 11:00 AM IST and 1:00 PM IST upto the date of the Meeting and at the Meeting during the meeting hours. Enclosures: As above 5 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENGALURU BENCH COMPANY APPLICATION (CAA) NO. 05/BB/2021 IN THE MATTER OF THE COMPANIES ACT, 2013 AND IN THE MATTER OF APPLICATION UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN IBM INDIA PRIVATE LIMITED AND GRAND OCEAN MANAGED INFRASTRUCTURE SERVICES PRIVATE LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS IBM INDIA PRIVATE LIMITED, a company incorporated under Companies Act, 1956 and having its registered office at No. 12, Subramanya Arcade, Bannerghatta Main Road, Bangalore, Karnataka, India, 560029 …..Demerged Company/Applicant No. 1 AND GRAND OCEAN MANAGED INFRASTRUCTURE SERVICES PRIVATE LIMITED, a company incorporated under Companies Act, 2013 and having its registered office at No. 12, Subramanya Arcade, Bannerghatta Main Road, Bangalore, Karnataka, India, 560029 …..Resulting Company/Applicant No. 2 EXPLANATORY STATEMENT UNDER SECTIONS 230(3) AND 232(2) OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF COMPANIES (COMPROMISE ARRANGEMENT AND AMALGAMATION) RULES, 2016 (“ARRANGEMENT RULES”) 1. Pursuant to the Order dated January 28, 2021, passed by the Hon’ble National Company Law Tribunal, Bengaluru Bench (“NCLT”), a meeting of the shareholders of IBM India Private Limited (“Applicant No. 1”/ “Demerged Company”) is being convened at Hilton Bangalore Embassy Golflinks, Embassy Golf Links Business Park, Off Intermediate Ring Road, Bengaluru - 560071 on Tuesday, March 16, 2021 from 11:00 AM IST to 11:30 AM IST (“Meeting”), for the purpose of considering and if thought fit, approving the arrangement embodied in the Scheme of Arrangement between the Demerged Company, Resulting Company and their respective shareholders and creditors (“Scheme”) for demerger of the Demerged Undertaking (as defined in Scheme) of Demerged Company into Resulting Company. A copy of the Scheme is enclosed as Annexure 1. Notice of the Meeting together with the copy of the Scheme is sent herewith. This statement explaining the terms of the Scheme of Arrangement is being furnished, inter alia, as required u/s 230(3) of the Companies Act, 2013. 2. DETAILS AS PER RULE 6(3) OF THE ARRANGEMENT RULES 2.1 Venue, Time and Date of Meeting The National Company Law Tribunal, Bengaluru Bench vide its Order dated January 28, 2021 in CA (CAA) No.
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