Notice to the Unsecured Creditors as per the Directions of the National Company Law Tribunal, Bengaluru Bench

NOTICE OF THE MEETING OF THE UNSECURED CREDITORS OF NOUS INFOSYSTEMS PRIVATE LIMITED CONVENED PURSUANT TO THE DIRECTIONS OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

MEETING DETAILS:

Day	Monday
Date	19 December 2022
Time	3.00 PM
Mode	Video Conferencing

INDEX

SI.No	Contents	Page No.
1	Notice convening Meeting of Unsecured Creditors of Nous Infosystems Private Limited (‘the Company’ or ‘the Applicant Company No.2’ or ‘the Transferee Company’) pursuant to the Order dated 29 September 2022 and 03 November 2020 of the Hon’ble National Company Law Tribunal, Bengaluru Bench.	2-9
2	Explanatory Statement under Section 230 to 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Section 102 and other applicable provisions of the Companies Act, 2013.	10-18
3	Report of the Scheme adopted by the Board of Directors	19-22
4	Board Resolution adopting the Scheme of Amalgamation of Akarsh Business Consulting Private Limited with Nous Infosystems Private Limited and their respective shareholders (“the Scheme”)	23-28
5	Scheme of Amalgamation	29-49
6	Valuation Report issued by Registered Valuer	50-77

Dated this 16 day of November 2022 at Bengaluru

NOTICE CONVENING THE MEETING OF UNSECURED CREDITORS OF NOUS INFOSYSTEMS PRIVATE LIMITED, THE TRANSFEREE COMPANY PURSUANT TO THE ORDER DATED 29 SEPTEMBER 2022 AND 03 NOVEMBER 2022 PASSED BY THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH

To,
ORM Accounting Service Ltd

Notice is hereby given that by an order dated 29 September, 2022 and 03 November 2022, the Bengaluru Bench of National Company Law Tribunal (hereinafter referred as “Tribunal” ), has directed the meeting of Unsecured Creditor of Applicant Company No.2 for the purpose of considering, and if thought fit, approving with or without modification the Scheme of Amalgamation of Akarsh Business Consulting Private Limited and Nous Infosystems Private Limited and their respective shareholders (“the Scheme”). The resolution to be submitted at the said meetings will read as follows:

“RESOLVED THAT pursuant to Sections 230 and 232 of the Companies Act, 2013 (the Act) and Companies (Compromise, Arrangement and Amalgamation), Rule 2016 and the National Company Law Tribunal Rules 2016 (the Rules) and other applicable provisions, if any, of the Act, and subject to sanction by the Hon’ble National Company Law Tribunal Bengaluru Bench and other requisite concerns and approvals, if any, being obtained and subject to such terms and conditions and modification(s) as may be imposed, prescribed or suggested by the Hon’ble Tribunal or other appropriate authorities, the Scheme of Amalgamation of Akarsh Business Consulting Private Limited and Nous Infosystems Private Limited and their respective shareholders in terms of the draft laid before the meeting and initialed by the Chairman for the purpose of identification, be and is hereby approved.”

“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to sign, seal and deliver all documents, agreements and deeds and perform all acts, matters and things and to take all such steps as may be necessary or desirable to give effect to this resolution and effectively implement the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon’ble Tribunal, or such other regulatory/statutory authorities while sanctioning the Scheme.”

In pursuance of the said order and as directed therein, further Notice is hereby given that a meeting of the Unsecured Creditors of Nous Infosystems Private Limited, will be held on 19th day of December 2022, at 3.00 PM. (“Meeting”), through video conferencing or other audio visual means (“VC/OAVM”) at which time the said Unsecured Creditors are requested to attend following the operating procedures (with requisite modification as may be required) referred to in General Circular No. 14/2020 dated 8 April 2020 read with General Circular No. 17/2020 dated 13 April 2020, General Circular No. 22/2020 dated 15 June 2020 , General Circular No. 33/2020 dated 28 September 2020, General Circular No. 39/2020 dated 31 December 2020 and General Circular No. 10/2021 dated 23 June 2021, issued by the Ministry of Corporate Affairs, Government of India.

The copy of the said Scheme, the Explanatory statement under Section 230, Section 232 and Section 102 of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, along with the enclosures as indicated in the index, are enclosed herewith. Copies of the said Scheme and statement under section 230 of the Act can also be obtained free of charge at the registered office of the company (except Saturday, Sunday and Public Holidays) during the business hours or via email by writing to Ranjit Nair.

The Tribunal has appointed Mr. Anup Seetharam Rao, Advocate as the Chairperson and Mr. CS Chethan J Nayak, Practicing Company Secretary as the Scrutinizer of the said meeting.

The above mentioned for Scheme, if approved by the meeting, will be subject to the subsequent approval of the National Company Law Tribunal, Bengaluru Bench.

NOTES:

1. The Notice in relation to the Tribunal convened meeting of the Unsecured Creditors of (Applicant Company No.2) together with the documents accompanying the same, including the explanatory statement and the scheme (collectively, the “notice”) is being sent by e-mail and through post whose email address are not registered. In case the e-mail/postal address of any Unsecured Creditors are not updated with the Company, then such Unsecured Creditors are requested to contact the Company for updating of the same by emailing to Ranjit Nair
2. Only registered Unsecured Creditors of the company can attend and vote at the meeting. Although pursuant to the provisions of the Act, an Unsecured Creditor entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on his/her behalf, but since this meeting is being held pursuant to the MCA circulars through VC/OAVM, the requirement of physical attendance of Unsecured Creditors has been dispensed with. Accordingly, in terms of the MCA Circular No 14/2020 dated 8th April 2020 as extended from time to time, the facility for appointment of proxies by the Unsecured Creditors will not be available for this meeting and hence the proxy form, attendance slip and route map of this meeting are not annexed to this notice
3. Pursuant to Section 112 and Section 113 of the Act, authorised representatives of the Unsecured Creditors may be appointed for the purpose of voting, for participation in the Tribunal Convened meeting through VC/OAVM, provided a certified copy of the resolution passed by its board of directors or other governing body authorizing such representative to attend and vote at the meeting, or authorisation letter or power of attorney is emailed to the Scrutinizer with a copy marked to Ranjit Nair.
4. The Notice, together with the documents accompanying the same, is being sent by permitted mode to all those Unsecured Creditors whose names appear in the Chartered Accountant’s certificate certifying the list of Unsecured Creditors of Transferee Company as on the cut-off date, which is 31 August 2021, as has been filed with the Hon’ble National Company Law Tribunal (“the Tribunal”). A person who is not an Unsecured Creditor as on such date should treat the notice for information purposes only. The voting rights of an Unsecured Creditor shall be in proportion to such Unsecured Creditors holding as on 31 August 2021.
5. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out the material facts concerning the Special Business is annexed hereto.
6. All the documents referred to in the accompanying notice and Explanatory Statement, shall be available for inspection through electronic mode, basis the request being sent on Ranjit Nair.
7. The Unsecured Creditors can join the meeting in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the meeting by following the procedure mentioned in the Notice.
8. The facility of participation at the meeting through VC/OAVM will be made available on first come first served basis.
9. The detailed instructions for joining the Meeting through VC/OAVM form part of the Notes to this Notice.
10. As per the Order, the Quorum for the said meeting is 40% of total value of Unsecured Creditors. In case the requisite quorum is not present at the designated time, the meeting shall stand adjourned for half an hour and thereafter the persons present and voting, including authorised representatives, shall be deemed to constitute the quorum.
11. The Tribunal has appointed Mr. Anup Seetharam Rao, Advocate as the Chairperson of the said meeting and Mr. CS Chethan J Nayak, Practicing Company Secretary as the Scrutinizer for the meeting to conduct the voting process in a fair and transparent manner.
12. The Notice convening the aforesaid meeting will be published through advertisement in English Daily “Financial Express” and in Kannada Daily “Samyuktha Karnataka” indicating the day, date and time of the meeting and stating that the copies of the Scheme, and the Explanatory Statement required to be furnished pursuant to Sections 230 to 232 of the Companies Act, 2013.
13. The scrutinizer will submit his consolidated report to the Chairperson of the Tribunal convened meeting after completion of the scrutiny of the votes cast by Unsecured Creditors of the Company, in a fair and transparent manner. The scrutinzer’s decision on the validity of the vote(s) shall be final. The Chairman will report the Result of the Meeting to Hon’ble NCLT by way of Chairman’s Report.
14. The results, together with scrutinizer’s report, shall be sent through the Company’s email address (ranjitnair@nousinfo.com) and the same shall be declared on the Notice Board of the Company after the declaration of results by the Chairperson of the meeting or a person authorized by him.

INSTRUCTIONS FOR ATTENDING THE MEETING THROUGH VC/OAVM ARE AS UNDER

1. A person, whose name appears in the Chartered Accountant’s certificate certifying the list of Unsecured Creditors of the Transferee Company as on 31 August 2021, as has been filed with the NCLT, only shall be entitled to participate at the Meeting. A person who is not an Unsecured Creditor as on the aforementioned date and whose name does not appear in the aforementioned list, should treat the Notice for information purpose only;
2. Notice is being sent to any person who is an Unsecured Creditor whose name appears in the Chartered Accountant’s certificate certifying the list of Unsecured Creditors of the Transferee Company as on 31 August 2021, as has been filed with the NCLT at the last known e-mail address as available with the Company. The joining instructions for the meeting will be communicated separately;
3. The Unsecured Creditors meeting will be conducted through Microsoft Teams. The Unsecured Creditors can participate in the meeting by joining the link which will be shared separately by e-mail;
4. The Unsecured creditors will be required to use Internet with a good speed to avoid any disturbance during the meeting
5. Please note that Unsecured Creditors connecting from mobile devise or tablets or through laptops etc. connecting vis mobile hotspot, may experience audio/video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.
6. The Unsecured Creditors can submit questions in advance with regard to the resolutions to be placed at the Tribunal Convened Meeting, from their registered email address, mentioning their Name, PAN and Mobile number to reach the Company’s email address at least 48 hours in advance before the start of the meeting i.e. 17 December 2022 at 11 AM IST. Such questions shall be taken up during the meeting and replied by the Transferee Company suitably.
7. The Unsecured Creditors, who would like to ask questions during the Tribunal Convened Meeting with regard to the resolutions to be placed at the Tribunal Convened Meeting, need to register themselves as a speaker by sending their request from their registered email address mentioning their Name, PAN and Mobile number to reach the Company’s email addressat least 48 hours in advance before the start of the meeting i.e. 17 December 2022 at 11 AM IST. Those Unsecured Creditors who have registered themselves as a speaker shall be allowed to ask questions during the Tribunal Convened Meeting, depending upon the availability of time. The Transferee Company/Chairperson of the Tribunal Convened Meeting reserves the right to restrict the number of questions, time allotted and number of speakers for smooth conduct of the Tribunal Convened Meeting.
8. Queries on the business covered in the Notice may be sent to the Transferee Company at email id ranjitnair@nousinfo.com in advance, so that the answers may be readily made available at the Tribunal Convened Meeting.
9. Instructions to vote through e-voting facility:
   1. The Company has extended the mandatory ‘E-voting’ facility through the Ministry of Corporate Affairs approved entity “CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED” (CDSL). Kindly follow the instructions for voting electronically provided as under:
      1. The remote e-voting period begins on 19 December 2022 (10.00 A.M) and ends on 19 December 2022 (8.00 P.M). The remote E-voting module shall be disabled and thereafter, remote E-voting facility shall be automatically stalled.
      2. The Creditors should log on to the e-voting website www.evotingindia.com
      3. Click on Members.
      4. Enter your User ID as: XXXXXXXX which will be provided by CDSL directly to your email address which has been registered with the Transferor Company 7 days before the date of the meeting.
      5. Next enter the Image Verification as displayed and Click on Login.
      6. Enter your password as: XXXXXXX which will be provided by CDSL directly to your email address which has been registered with the Transferee Company 7 days before the date of the meeting.
      7. After entering these details appropriately, click on “SUBMIT” tab.
      8. Select the Electronic Voting Sequence Number ‘EVSN’ of “Nous Infosystems Private Limited” on which you choose to vote. The EVSN will be shared separately over email 7 days before the date of the meeting.
      9. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution
      10. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
      11. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote
      12. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
      13. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.
   2. In case of any grievance connected with the facility for voting by electronic means, you may reach out to Mr. Ranjit Nair, Chief Financial Officer of Nous Infosystems Private Limited. The contact details are as follows:
      1. E-mail: ranjitnair@nousinfo.com
      2. Ph: +91 97406 07561
   3. Since the meeting is virtual there will not be an option of Proxy voting.
10. Instructions for attending the VC meeting conducted through Microsoft Teams :
    1. Meeting will be conducted through Microsoft Teams and the Unsecured Creditors can participate in the meeting by joining the meeting link Click here to join the meeting or by entering the Meeting ID : 474 439 289 600. The password to join the meeting is 85BN2F. Creditors who are entities can authorize any person to attend the meeting and cast vote.
    2. Pursuant to Section 112 and Section 113 of the Act, authorised representatives of the Unsecured Creditors may be appointed for the purpose of voting, for participation in the Tribunal Convened meeting through VC/OAVM, provided a certified copy of the resolution passed by its board of directors or other governing body authorizing such representative to attend and vote at the meeting, or authorisation letter or power of attorney along with the Aadhar card is emailed to the Scrutinizer at with a copy marked to ranjitnair@nousinfo.com. Further, in case of Unsecured Creditors who are Non-residents, a Notarised or Apostilled copy of the resolution passed by its board of directors or other governing body authorizing such representative to attend and vote at the meeting, or authorisation letter or power of attorney along with a copy of the passport of the Authorised Representative shall be emailed to the Scrutinizer with a copy marked to ranjitnair@nousinfo.com
    3. The Authorization and ID Card must be sent prior to the commencement of the meeting. But the same shall be considered even if it is sent after the commencement of the meeting but prior to the start of business subject to the leave of Chairman and Scrutinizer.
    4. The results of the meeting will then be communicated by the Scrutinizer to the Chairperson in the Form of Scrutinizer’s Report. The Chairperson will then communicate the same to the Hon’ble National Company Law Tribunal by way of Chairman’s Report.

EXPLANATORY STATEMENT UNDER SECTION 102, 230 AND 232 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE NOTICE CALLING THE MEETING OF UNSECURED CREDITORS OF NOUS INFOSYSTEMS PRIVATE LIMITED PURSUANT TO THE ORDER DATED 29 SEPTEMBER 2022 AND 03 NOVEMBER 2022 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH.

1. Pursuant to the Order dated 29 September 2022 and 03 November 2022 passed by the NCLT, Bengaluru Bench in the Company Application referred to hereinabove, meeting of Unsecured Creditors of the Applicant Company No.2 is to be held on Monday, the 19th day of December 2022 at 3.00 PM, through Video conference and/or other audio and visual means for the purpose of considering and, if thought fit, approving with or without modification(s) the Scheme of Amalgamation of Akarsh Business Consulting Private Limited with Nous Infosystems Private Limited and their respective shareholders and creditors.
2. In this statement, Akarsh Business Consulting Private Limited is hereinafter referred to as Applicant Company No.1/Transferor Company.
3. The Applicant Company No.1/Transferor Company was incorporated on 7th January, 2009 under the provisions of the Companies Act, 1956, with the name and style “Akarsh Business Consulting Private Limited” under the jurisdiction of Registrar of Companies, Bengaluru, Karnataka. The Corporate Identity Number (CIN) is U72200KA2009PTC048833, and the PAN is AAHCA4864C. Presently, the Applicant Company No.1 engaged in the business of software development, solution and services
4. The Registered office of the Applicant Company No 1 is situated at No. 124, Adarsh Vista, Basavanagar, Bengaluru-560037, Karnataka, India
5. Capital Structure

   The authorized, issued, subscribed and paid-up share capital of the Applicant Company No.1 / Transferor Company as on 31 March, 2021 is as under:

   Authorized Capital	Amount (Rs.)
   1,00,000 Equity Shares of Rs. 10/- each-	10,00,000
   Issued, Subscribed and Paid-up Capital	Amount (Rs.)
   10,000 Equity Shares of Rs. 10/- each fully paid up	1,00,000

   Subsequent to the above date, there has been no change in the authorized, issued, subscribed and paid-up share capital of the Applicant Company No.1.

6. The Transferee Company, Nous Infosystems Private Limited, was incorporated on 19th June 1996, under the provisions of Companies Act, 1956, with the name and style “Nous Infosystems Private Limited”. The Corporate Identity Number CIN is U72200KA1996PTC020663, and the PAN is AAACN4584B. The Applicant Company No.2 engaged in the business of technical consultancy.
7. The Registered Office of the Transferee Company is situated at No.983-985, 7th Cross, 24th Main, HSR Layout, 1st Sector, Bengaluru – 560102, Karnataka, India.
8. Capital Structure

   The authorized, issued, subscribed and paid-up share capital of the Transferee Company as on 31 March, 2021 is as under:

   Authorized Capital	Amount (Rs.)
   1,00,00,000 Equity Shares of Rs. 5/- each	5,00,00,000
   Issued, Subscribed and Paid-up Capital	Amount (Rs.)
   43,46,792 Equity Shares of Rs. 5/- each fully paid up	2,17,33,960

   Subsequent to the above date, there has been no change in the authorized, issued, subscribed and paid – up share capital of the Transferee Company.

9. The Board of Directors of the Transferor Company and Transferee Company approved the Scheme of Amalgamation unanimously at their respective Board Meetings held on 17th August 2021.
10. REPORT UNDER SECTION 230 AND 232 OF THE COMPANIES ACT 2013
1. Under the proposed Scheme, the entire assets and liabilities of the Akarsh Business Consulting Private Limited (Applicant CompanyNo.1) are proposed to be transferred to and vested with Transferee Company (Applicant CompanyNo.2). The said scheme will be effective from April 1, 2021 the Appointed Date.
2. The Objectives and Rationale of The Above Scheme Are As Follows:
   1. Simplification of group structure by eliminating multiple companies in similar business thus enabling focus on core competencies and unlocking of value.
   2. Greater efficiency in cash management of the amalgamated entity, and unfettered access to cash flow generated by the combined business which can be deployed more efficiently to fund organic and inorganic growth opportunities, to maximize shareholder value.
   3. Cost savings are expected to flow from more focused operational efforts, rationalization, standardization and simplification of business processes, productivity improvements, improved procurement, usage of common resource pool like human resource, administration, finance, accounts, legal, technology and other related functions, leading to elimination of duplication and rationalization of administrative expenses.
   4. Cancellation and reduction of the share capital issued to the ESOP trust as there are no ESOPS outstanding to be issued.
   5. The Scheme will help Nous Infosystems (defined hereinafter) in sharpening its competitiveness and developing its core competencies, in the long term, through cost savings and benefit of economies of scale.
3. Consideration:

   Upon this Scheme becoming effective and in consideration for the amalgamation of, Akarsh Business Consulting Private Limited with Nous Infosystems Private Limited, Nous Infosystems shall, without any further application, act, instrument or deed, issue and allot equity shares at face value, credited as fully paid-up, to the extent indicated below, to the members of Akarsh Business Consulting Private Limited, holding fully paid-up equity shares in Akarsh Business Consulting Private Limited and whose names appear in the Register of Members of Akarsh Business Consulting Private Limited on the Effective Date or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of Directors of Akarsh Business Consulting Private Limited in the following proportion:

   “62 fully paid up Equity Shares of INR 5/- each of Nous Infosystems Private Limited shall be issued and allotted for every 1 fully paid-up equity shares of INR 10/- each held in Akarsh Business Consulting Private Limited (“New Equity Shares”)

   The New Equity Shares to be issued to the members of Akarsh Business Consulting Private Limited pursuant to clause 6.1 read with clause 6.2 shall be subject to the MOA, AOA of the Transferee Company ran pari passu with the existing equity shares of the Transferee Company in all respects, save and except that the said equity shares shall not be eligible for dividend declared 14 by the Transferee Company during the period commencing on the Appointed date and ending on the Effective date (both days inclusive).

4. The Directors of the Applicant Company are not personally interested in the above Scheme of Amalgamation and Arrangement.
5. A summary of the assets and liabilities of the Applicant Company No.1/Transferor Company as per the Audited Balance Sheet as on 31 March, 2021 are as follows:

   Amount in lakhs

   Liabilities	Amount as on 31st March 2021 (INR)	Assets	Amount as on 31st March 2021 (INR)
   Share capital	1,00,000	Non-Current Assets	41,09,947
   Reserves and surplus	2,82,13,772	Current Assets	2,67,95,100
   Current liabilities	25,91,275
   Total	3,09,05,047	Total	3,09,05,047

6. As per the audited balance sheet made up to 31 March 2021, the summarized position of the assets and liabilities of the Applicant Company No.2/Transferee Company is as follows:

   Amount in lakhs

   Liabilities	Amount as on 31st March 2021 (INR)	Assets	Amount as on 31st March 2021 (INR)
   Share capital	2,17,33,960	Non-Current Assets	34,28,42,806
   Reserves and surplus	78,78,68,382	Current Assets	96,33,18,240
   Non-Current Liabilities & Provisions	6,14,05,546
   Current Liabilities	43,51,53,158
   Total	1,30,61,61,046	Total	1,30,61,61,046

7. Names of the promoters and directors of the Applicant Company No.1/Transferor Company along with their addresses

   List of Directors
   Sr.No	Name of Director	Designation	DIN	Address
   1	Ajith Kumar Janardhanan Pillai	Managing Director	00270216	6153, Massara Street, Danville, CA 94506.
   2	Krishna Ajithkumar	Director	00270300	6153, Massara Street, Danville, CA 94506.
   3	Sudheer Kunnummal Veettil	Director	02315486	No. 4 &5, Snehatheeram, S R R Layout Ph II, A Narayanapura Extn, Bglr – 560016

   Sr.No	Name of Promoter/Promoter Group	DIN	Address
   1	Ajith Kumar Janardhanan Pillai	00270216	6153, Massara Street, Danville, CA 94506.
   2	Krishna Ajithkumar	00270300	6153, Massara Street, Danville, CA 94506.

8. Names of the promoters and directors of the Transferee Company/Applicant Company No.2 along with their addresses.

   List of Directors
   Sr.No	Name of Director	Designation	DIN	Address
   1	Ajith Kumar Janardhanan Pillai	Managing Director	00270216	6153, Massara Street, Danville, CA 94506.
   2	Krishna Ajithkumar	Director	00270300	6153, Massara Street, Danville, CA 94506.
   3	Arun Panicker	Director	02752671	Villa No.91, Adarsh Vista, Basava Nagar Bangalore-560037
   4	Venkatachalam Shankar	Director	06787877	Villa No.307, Palm Meadows phase 2, Varthur Road, Ramagondanahalli Bangalore-560066

   Sr.No	Name of Promoter/Promoter Group	DIN	Address
   1	Ajith Kumar Janardhanan Pillai	00270216	6153, Massara Street, Danville, CA 94506.
   2	Krishna Ajithkumar	00270300	6153, Massara Street, Danville, CA 94506.

9. Disclosure about the effect of the compromise or amalgamation on:

   Key Managerial Personnel	By virtue of the Scheme of Amalgamation the entire Board of Directors of the Transferor Company shall be cease to have any effect and further all the KMP of the Transferor Company shall be absorbed in the Transferee Company as a regular employee with continuity of services.
   Directors	By virtue of the Scheme of Amalgamation the entire Board of Directors of the Transferor Company shall cease to have any effect and further all the KMP of the Transferor Company shall be absorbed in the Transferee Company as a regular employee with continuity of services.
   Promoters	The implementation of the proposed Scheme shall not adversely affect the promoter of the Transferor Company and the Transferee Company..
   Non-promoter members	The implementation of the proposed Scheme shall not adversely affect the non- promoter of the Transferor Company and the Transferee Company..
   Depositors	There are no depositors in any of the companies.
   Creditors	The position of the Transferee Company post the amalgamation of the Transferor Company is commercially solvent and henceforth none of the Creditors of the Transferor Company shall be prejudiced by way of the proposed Scheme of Amalgamation and further no compromise is proposed qua the Creditors of the Transferor Company in the proposed Scheme of Amalgamation. The Scheme of Amalgamation duly deals with carry forward of the creditors of the Transferor Company in the books of Transferee Company upon the Scheme of Amalgamation becoming effective. Any rights of contest or dispute of the Transferor Company with respect to any of the Creditors shall also be carried forward and vest with Transferee Company upon the Scheme of Amalgamation becoming effective.
   Debenture holders	There are no debenture holders in the companies
   Deposit trustee and debenture trustee	There are no deposit trustee or debenture trustee in the companies
   Employees of the Company	The Scheme proposes all other employees shall be absorbed in the Transferee Company as a regular employee with continuity of services.

10. The amount due towards unsecured creditors of the Applicant Company No. 2 as on 31 August 2021 isRs. 11,25,50,736/-
11. The Scheme is filed with the Registrar of Companies on 15th November 2022.
12. There are no material investigations or proceedings pending against the Applicant Company or its Directors under as per the terms of Section 230 (2) (a) of Companies Act, 2013.
11. Inspection of the following documents may be taken at the Registered Office of the Applicant Company No.2 on any working day (except Saturday, Sunday and Public Holiday) prior to the date of the meeting between 10.00 A.M. to 4.00 PM.
1. Order dated 29 September 2022 and 03 November 2022 passed by the Hon’ble Tribunal passed in Company Application No CA (CAA) 20/BB/2022, directing the convening of the meetings of Unsecured Creditors of the Applicant Company No.2/Transferee Company.
2. Scheme of Amalgamation and Arrangement.
3. Valuation report issued by a Registered Valuer.
4. The certificate issued by Auditor of the company to the effect that the accounting treatment if any proposed in the scheme is in conformity with the Accounting standards prescribed under section 133 of the Companies Act, 2013
5. Contracts or agreements material to the scheme;
6. Memorandum and Articles of Associations of the Company.
7. Latest Annual Report of the Company
12. This statement may also be treated as an Explanatory Statement under Section 102 of the Companies Act, 2013.
13. After the Scheme is approved by you, it will be further subject to the approval by the Hon’ble National Company Law Tribunal Bengaluru Bench.

Registered Office:

No.983-985, 7th Cross

24th Main, HSR Layout,

1st Sector, Bengaluru – 560102,

India.

REPORT OF THE SCHEME OF AMALGAMATION OF AKARSH BUSINESS CONSULTING PRIVATE LIMITED AND NOUS INFOSYSTEMS PRIVATE LIMITED AND THEIR RESPECTIVE SHAREHOLDERS.

EFFECTS OF THE SCHEME:

1. “Appointed Date” means April 1, 2021; or such other date as may be approved by the NCLT for the purpose of this Scheme;
2. “Effective Date” means the last of the dates on which the filing with the Registrar of Companies in the requisite form, of certified copies of the sanction orders of the NCLT as mentioned in Clause 16.1 (iv) of this Scheme is duly made. This Scheme shall be operative as on the Effective Date, in its present form or with any modification(s), approved or directed by the NCLT or any other Appropriate Authority and shall then become effective from the Appointed Date, as defined in Section 232(6) of the Act in terms of respective parts of this Scheme. Any reference in this Scheme to “On this Scheme becoming effective” or “Upon this Scheme becoming effective” or “Effectiveness of this Scheme” shall refer to the “Effective Date”;
3. “Transferor Company” means Akarsh Business Consulting Private Limited, a company incorporated under the companies Act, 1956, having its registered office at 124, Adarsh vista, Basavanagar-560037;
4. “Transferee Company” means Nous Infosystems Private Limited, a company incorporated under the companies Act, 1956, having its registered office at No.983-985, 7th Cross, 24th Main, HSR Layout, 1st Sector, Bengaluru – 560102, Karnataka, India ;
5. The Scheme set out herein in its present form or with any modification(s) approved or imposed or directed by the Tribunal or any other appropriate authority shall be operative from the Effective Date.
6. Upon the coming into effect of the Scheme, the entire business, properties, assets, rights of the Transferor Company be transferred and/or deemed to be transferred to and vested in the Transferee Company.
7. Upon the coming into effect of the Scheme, all statutory licenses, permissions, approvals or consents to carry on the operations relating to the Transferor Company shall stand vested in or transferred to the Transferee Company without any further act or deed.
8. Upon the coming into effect of the Scheme, all debts, liabilities, duties and obligations of the Transferor Company shall be the debts, liabilities, duties and obligations of the Transferee Company including any encumbrance on the assets of the Transferor Company or on any income earned from those assets.
9. All suit, appeal or other legal proceedings may be continued, prosecuted and enforced by or against the Transferor Company continue in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferee Company, as if this Scheme had not been made
10. All contracts, deeds, bonds, agreements, licenses, permits, registrations, approvals and other instruments, if any, of whatsoever nature to which pertaining to the Transferor Company are parties and subsisting or having effect on the Effective Date, shall be in full force and effect against or in favor of the Transferee Company, as the case may be.
11. All staff, workmen and employees pertaining to the Transferor Company in service on the Effective Date shall be deemed to have become staff, workmen and employees of the Transferee Company, without any break or interruption in their service and on the basis of continuity of service.
12. Upon the Scheme becoming effective, the Transferee Company shall give effect to the accounting treatment in relation to the amalgamation in its books of account in accordance with the applicable Accounting Standards notified under Section 133 of the Companies Act, 2013 and the rules made thereunder and Other Generally Accepted Accounting Principles, as applicable.
13. A Valuation Report determining the fair value of the equity share of the Transferor and Transferee Companies dated 16 August 2021 issued by JAA & Associates, Chartered Accountants is annexed herewith and is also available for inspection at the registered office of the Company .
14. A certificate has been issued by the statutory auditors of the Company and the Transferor Company stating that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under section 133 of the Companies Act, 2013 and the rules made thereunder and Other Generally Accepted Accounting Principles, as applicable.

ADOPTION BY THE BOARD OF DIRECTORS OF THE APPLICANT COMPANY NO.2

Based on review of the Draft Scheme of Amalgamation and Arrangement, the Board of Directors adopts the above report and believes that;

1. The Scheme is fair and reasonable
2. The Draft Scheme of Amalgamation relates to transfer and vesting of entire business including its entire assets and liabilities thereto of Transferor Company to the Transferee Company
3. The proposed Scheme of Amalgamation and Arrangement does not entitle the Promoter/ Promoter Group, related parties of the Promoter/ Promoter Group, associates of the Promoter/ Promoter Group, subsidiaries of the Promoter/Promoter Group of the Applicant Company to any additional shares.
4. The effect of the proposed Scheme of Amalgamation on the Unsecured Creditors and creditors of the Company would be as follows

   Key Managerial Personnel	By virtue of the Scheme of Amalgamation the entire Board of Directors of the Transferor Company shall be cease to have any effect and further all the KMP of the Transferor Company shall be absorbed in the Transferee Company as a regular employee with continuity of services.
   Directors	By virtue of the Scheme of Amalgamation the entire Board of Directors of the Transferor Company shall cease to have any effect and further all the KMP of the Transferor Company shall be absorbed in the Transferee Company as a regular employee with continuity of services.
   Promoters	The implementation of the proposed Scheme shall not adversely affect the promoter of the Transferor Company and the Transferee Company..
   Non-promoter members	The implementation of the proposed Scheme shall not adversely affect the non- promoter of the Transferor Company and the Transferee Company..
   Depositors	There are no depositors in any of the companies.
   Creditors	The position of the Transferee Company post the amalgamation of the Transferor Company is commercially solvent and henceforth none of the Creditors of the Transferor Company shall be prejudiced by way of the proposed Scheme of Amalgamation and further no compromise is proposed qua the Creditors of the Transferor Company in the proposed Scheme of Amalgamation. The Scheme of Amalgamation duly deals with carry forward of the creditors of the Transferor Company in the books of Transferee Company upon the Scheme of Amalgamation becoming effective. Any rights of contest or dispute of the Transferor Company with respect to any of the Creditors shall also be carried forward and vest with Transferee Company upon the Scheme of Amalgamation becoming effective.
   Debenture holders	There are no debenture holders in the companies
   Deposit trustee and debenture trustee	There are no deposit trustee or debenture trustee in the companies
   Employees of the Company	The Scheme proposes all other employees shall be absorbed in the Transferee Company as a regular employee with continuity of services.

In the opinion of the Board, the said scheme will be of advantage and beneficial to the Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable