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As Of Filer Filing For·On·As Docs:Size Issuer Agent |
Document/Exhibit Description Pages Size
1: 20-F Wns (Holdings) Limited HTML 1.08M
2: EX-4.1 EX-4.1 Share Purchase Agreement Dated April 20, HTML 1.42M
2007 Among, Wns Mauritius, Marketics and
the Selling Shareholders Named Therin
8: EX-4.10 EX-4.10 Leave and License Agreement Dated December HTML 63K
29, 2006 Between Sofotel and Wns Global
With Respect to the Lease of Office
Premises of 35,870 Sq Ft in the
Commercial Office Building
9: EX-4.11 EX-4.11 Leave and Licence Agreement Dated December HTML 64K
29, 2006 Between Sofotel and Wns Global
With Respect to the Lease of Office
Premises of 34,500 Sq Ft in the
Commerical Office Building
3: EX-4.2 EX-4.2 Lease Deed Dated January 25, 2006 Between HTML 148K
Dlf Cyber City and Wns Global Services
(Private) Ltd.
4: EX-4.5 EX-4.5 Leave and Licence Agreement Dated November HTML 63K
10, 2005 Between Gbmc and Wns Global
With Respect to the Lease of Office
Premises of 4,867 Sq Ft at Plant 10
5: EX-4.6 EX-4.6 Leave and Licence Agreement Dated November HTML 63K
10, 2005 Between Gbmc and Wns Global
With Respect to the Lease of Office
Premises of 20,360 Sq Ft at Plant 10
6: EX-4.8 EX-4.8 Leave and License Agreement Dated December HTML 70K
29, 2006 Between Sofotel and Wns Global
With Respect to the Lease of Office
Premises of 36,500 Sq Ft in the
Commercial Office Buidling
7: EX-4.9 EX-4.9 Leave and License Agreement Dated December HTML 64K
29, 2006 Between Sofotel and Wns Global
With Respect to the Lease of Office
Premises of 35,930 Sq Ft in the
Commercial Office Building
10: EX-8.1 EX-8.1 List of Subsidiaries of Wns (Holdings) HTML 16K
Limited
11: EX-12.1 EX-12.1 Certification by the Chief Executive HTML 17K
Officer to 17 Cfr 240, 15D-14(A) as
Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
12: EX-12.2 EX-12.2 Certification by the Chief Financial HTML 17K
Officer to 17 Cfr 240, 15D-14(A) as
Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
13: EX-13.1 EX-13.1 Certification by the Chief Executive HTML 13K
Officer to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
14: EX-13.2 EX-13.2 Certification by the Chief Executive HTML 13K
Officer to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
15: EX-15.1 EX-15.1 Consent of Ernst & Young, Independent HTML 11K
Registered Public Accounting Firm
| Ex-4.1 Share Purchase Agreement |
| 1. | The Persons more fully mentioned in Schedule 1 hereto who shall be singularly referred to as the “SELLING SHAREHOLDER” and collectively as the “SELLING SHAREHOLDERS” which expression shall unless otherwise stated in this Agreement, include its successors and permitted assigns of the FIRST PART; |
| 2. | MARKETICS TECHNOLOGIES (INDIA) PRIVATE LIMITED, a company incorporated under the Companies Act, 1956, and having its registered office at # 1137, RG Towers, 100 Feet Road, Indiranagar, Bangalore 560038 (hereinafter referred to as “Marketics” or the “Company”, which expression shall unless otherwise stated in this Agreement, include its successors and permitted assigns) of the SECOND PART; |
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| 3. | WNS (MAURITIUS) LIMITED, a company incorporated under the laws of the Republic of Mauritius, and having its registered office at 10, Frere Felix de Valois Street, Port Louis, Mauritius (hereinafter referred to as “WNS” or the “Purchaser”, which expression shall unless otherwise stated in this Agreement, include its Parent, Subsidiaries, Affiliates, successors and permitted assigns) of the THIRD PART. |
| (A) | The Company is in the business of the provision of technology-enabled analytics services which use a variety of data-mining and statistical tools to help companies maximize the value of their data and more efficiently and effectively develop and implement their strategies, to support a variety of crucial tasks, including sales and marketing, customer service and business planning, as also advisory activities combining the use of applied statistics and business expertise with advanced data-handling techniques, data mining, segmentation and predictive modelling. |
| (B) | As of the date of this Agreement, the authorized share capital of the Company is Rs. 2,000,000 consisting of 2,000,000 Shares of Re. 1 each (as defined hereinafter). The issued and paid up share capital of the Company is Re. 16,18,060 consisting of 16,18,060 equity shares of Rs. 1 each. |
| (C) | The Selling Shareholders (other than the Founders) are collectively the legal and beneficial owners of 692,960 Shares. The Founders are collectively the legal and beneficial owners of 925,100 Shares. |
| (D) | The 1,618,060 Shares held by the Selling Shareholders (the “Sale Shares”) represent the total issued and paid up share capital of the Company. |
| (E) | The Selling Shareholders have agreed to sell, and the Purchaser has agreed to purchase, the Sale Shares (“Proposed Transaction”). |
| (F) | The Parties are now desirous of entering into this Agreement to record the mutual rights and obligations for the purchase of the Sale Shares by the Purchaser. |
| 1. | DEFINITIONS AND INTERPRETATION |
| 1.1 | Definitions |
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| (a) | audited accounts and financial statements for the years up to March 31, 2006; and | ||
| (b) | unaudited accounts and financial statements for the financial year ending to March 31, 2007. |
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| i) | any material deviation from the Business Plan by the Founders other than with the prior written consent of the Purchaser; or | ||
| ii) | unremedied non-compliance by any Founder with respect to such reporting requirements (as shall be mutually agreed between the Parties as a Condition Precedent under Clause 3.2), for period in excess of 10 days thereafter; or | ||
| iii) | unremedied non-compliance by any Founder with Applicable Law applicable to the Company for a period in excess of 5 days. |
| (i) | a willful material failure or gross negligence by the respective Founders and the Key Employees to perform all or a material part of his duties laid out under Annexure A of their respective Employment Contracts, other than the non-achievement of the Business Plan or observe the terms of employment as contained therein or to follow the stated policies of the Company/Subsidiary and parent company as notified or his failure to comply with any material term of such Employment Contract or notified employment policies; | ||
| (ii) | conviction for an offence prosecutable with imprisonment exceeding three years and/or a fine of Rs. 50,000 or more; | ||
| (iii) | material unremedied breach (in excess of 5 Business Days) of the Employment Contracts; |
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| (iv) | Charges being framed against the relevant Founders and/or Key Employees for an offence of theft, fraudulent, or felonious act (“Crime of Moral Turpitude”) committed against the Company/ Subsidiary or its Affiliates, as applicable. |
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| (i) | any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, title retention, pre-emptive right, security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any Person, including without limitation a contract to give or refrain from giving any of the foregoing, including any restriction imposed under Applicable Law or contract on the transferability of the Sale Shares or any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under Applicable Law; | ||
| (ii) | any proxy, power of attorney, voting trust agreement, interest, option, in favour of any Person; and | ||
| (iii) | any adverse claim as to title, possession or use. |
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| (i) | acts of god, including without limitation fire, storms, floods, earthquake or lightning; | ||
| (ii) | war, hostilities, terrorist acts, riots, civil commotion or disturbances, change in governmental laws, orders or regulations (including orders of any court or judicial/quasi judicial or any regulatory authority) adversely affecting or preventing due performance by any Party of its duties, obligations or responsibilities under this Agreement, embargoes, actions by a government, central or state in India or overseas, or any agency thereof, sabotage, explosions; | ||
| (iii) | strikes, lockouts or other concerted industrial action. |
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| (i) | provision of loans to employees prior to March 31, 2007 as detailed in Schedule 6 attached herewith. | ||
| (ii) | any changes in tax laws and other statutes (for instance, adverse impact on the profitability due to the effect of Minimum Alternate Tax levied as per the current Budget); and | ||
| (iii) | Any change, event or effect effected or undertaken at the instance and request of the Purchaser. |
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| 1.2 | Interpretation |
| (a) | Headings and bold typeface are only for convenience and shall be ignored for the purposes of interpretation. | ||
| (b) | Unless the context of this Agreement otherwise requires: |
| (i) | words using the singular or plural number also include the plural or singular number, respectively; | ||
| (ii) | words of any gender are deemed to include the other gender; | ||
| (iii) | the terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words refer to this entire Agreement or specified Clauses of this Agreement, as the case may be; | ||
| (iv) | the term “Clause” refers to the specified Clause of this Agreement; | ||
| (v) | reference to any legislation or Law or to any provision thereof shall include references to any such Law as it may, after the date |
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| hereof, from time to time, be amended, supplemented or reenacted, and any reference to statutory provision shall include any subordinate legislation made from time to time under that provision; |
| (vi) | “Knowledge” when used in respect of the Company, the Founders and/or the Selling Shareholders, shall mean all the data, facts and/or information by whatever name called that is within the Knowledge of the Company or the Founders or, insofar as such matters relate to the operations of the Company Krishnaraj Venkatraman or, insofar as such matters relate to the books of accounts of the Company Ruchi Kapoor, provided that the Company or the Founder(s) or Krishnaraj Venkatraman or Ruchi Kapoor shall have made due and diligent inquiry, including from all relevant employees, directors, officers and consultants of the Company or Selling Shareholders; | ||
| (vii) | reference to the word “include” shall be construed without limitation; | ||
| (viii) | the Schedules hereto shall constitute an integral part of this Agreement; | ||
| (ix) | references to the terms “term loan” and “working capital loan” shall not include (i) any customer advances that may have been received at any time or (ii) any current liabilities and provisions which may also include amounts due to employees on account of any reimbursements, vendors or creditors (other than those due to banks or financial institutions) of the Company. |
| 2. | AGREEMENT TO SELL AND PURCHASE SHARES |
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| Date of Transfer of | ||||||||||||
| Percentage of | Consideration Amount | Shares & Payment | ||||||||||
| Particulars | Shares Transferred | Payable | Date | |||||||||
First Tranche Shares |
75.1 | % | First Tranche Consideration |
First Closing Date |
||||||||
Second Tranche Shares |
24.9 | % | Second Tranche Consideration |
On or before Earnout Payment Date |
||||||||
Total |
100.00 | % | ||||||||||
| 3. | FIRST TRANCHE CONSIDERATION AND FIRST CLOSING DATE |
| 3.1 | (i) | Subject to Clause 3.2 below, on the First Closing Date the Purchaser shall pay to the Selling Shareholders the First Tranche Consideration as payment for the First Tranche Shares, in accordance with Schedule 8. |
| (ii) | Notwithstanding anything contained in this Agreement, in the event that the Company has any secured or unsecured term loan or working capital loan availed, or agreed to be availed, from any Person prior to the First Closing Date; such sum shall be deducted from the First Tranche Consideration and paid directly to the respective creditors on First Closing Date and/or such other dates as required per their contracts with the Company, The remaining amounts shall be paid to the Selling Shareholders pro rata. |
| 3.2 | The obligation of the Purchaser to acquire the First Tranche Shares and make payment of the First Tranche Consideration shall be conditional upon the satisfaction (or, where permissible under Applicable Law, waiver by the Purchaser at its sole discretion) of the following conditions precedent (the “Conditions Precedent”): |
| (a) | The execution of the Definitive Agreements and closing documents in the formats appended hereto; | ||
| (b) | The receipt of all corporate approvals and the regulatory Approvals as required to be obtained by the Selling Shareholder and/ or the Company to the satisfaction of the Purchaser including as provided in Schedule 9; | ||
| (c) | All of the Company’s, the Selling Shareholders’ (other than the Founders) and the Founders’ representations and warranties in this Agreement (considered collectively), and each of the representations and warranties |
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| (considered individually) as set forth in Clause 7.1 hereof, shall be true and fair in all respects as of the Effective Date and as of the First Closing Date and the Selling Shareholders (including Founders) shall have performed and complied with all, and not be in breach or default under any agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the First Closing Date; | |||
| (d) | There shall not have been any proceeding, order, or injunction, which (i) prohibits, prevents, restrains, restricts, delays, makes illegal or otherwise interferes with the consummation of any of the transactions contemplated under the Definitive Agreements, or (ii) imposes conditions upon the ownership or substantially obstructs the operations of the Company or its Subsidiaries or which prevents the Purchaser from purchasing the Sale Shares and no law shall have been, promulgated, adopted, enacted or entered or otherwise made effective by any Governmental Authority after the Balance Sheet Date that has or would prevent the Purchaser from performing its obligations hereunder; | ||
| (e) | The Company shall not have any secured or unsecured term loans or working capital loans from any Person, other than as disclosed in the Disclosure Letter,; | ||
| (f) | The Business Plan shall have been prepared by the Company and agreed to by the Founders and the Purchaser. Prior to First Closing, the Purchaser shall accord its assent or approval of the Business Plan in writing to the Company and the Founders; | ||
| (g) | The Company shall have been operated between the Effective Date and the First Closing Date in the same or similar manner as on the Effective Date; | ||
| (h) | The Company shall not have transferred, Encumbered or otherwise disposed of any of its assets as set out in the Balance Sheets of the Company in excess of the value of Rs. 20,00,000 (cumulative) without the prior consent of the Purchaser, except in the ordinary course of business; | ||
| (i) | The Company shall not have announced or paid any dividends or other forms of distribution to any shareholder (however, payments for services rendered or employment in the ordinary course of business shall be excepted), in the period between March 7, 2007 and the First Closing Date; | ||
| (j) | There shall be no Encumbrance on the Sale Shares, save for such Encumbrances already made in favour of the Purchaser by way of this Agreement, and all necessary approvals for the transfer of the same shall have been obtained from the Selling Shareholders; |
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| (k) | The Founders delivering to the Purchaser, the Disclosure Letter, the contents of which are acceptable to the Purchaser; | ||
| (l) | All assets required to operate the Business during the Earnout Period, in the same or similar manner as conducted prior to the Effective Date, are in the Company and its Subsidiary; | ||
| (m) | On First Closing Date, the Company will terminate the following agreements and ensure that there will be no continuing obligations arising out of these agreements,, liabilities arising out of these agreements or outstanding dues owed by the Company and/ or the Selling Shareholders to any other parties thereunder. |
| (i) | Shareholders Agreement dated August 21, 2004 entered into between the Company, Mr. Ganesh Krishnan, M/s Spark Capital Advisors (India) Private Limited, Mr. S. Ramakrishnan, Mr. Vinay Mishra and Mr. Shankar Maruwada; | ||
| (ii) | Subscription Agreement dated November 1, 2004 entered into between the Company and Mr. Glen M. Springer which termination shall be effective from April 1, 2007; | ||
| (iii) | Shareholders Agreement dated July 18, 2005 entered into between the Company, Mr. Ganesh Krishnan, M/s Spark Capital Advisors (India) Private Limited, Mr. S. Ramakrishnan, Mr. Vinay Mishra , Mr. Shankar Maruwada and M/s Tawny Dove Limited; | ||
| (iv) | Shareholders Agreement dated December 23, 2005 entered into between the Company, Mr. Raji Raju, Mr. S. Ramakrishna, Mr. Vinay Mishra, Mr. Shankar Maruwada, Mr. Ganesh Krishnan, Spark Capital Advisors and M/s Tawny Dove Limited; | ||
| (v) | Share Subscription Agreement dated November 1, 2005 entered into between the Company and Infernotions Corporation; and | ||
| (vi) | Share Subscription Agreement dated August 17, 2006 entered into between the Company and M.S.Krishnan. |
| (n) | The Company shall have obtained letters (in the format as provided in Schedule 18A) from each of the Selling Shareholders other than the Founders, K.Ganesh, Tawny Dove Ltd, Spark Capital Advisors (India) Private Limited, Raji Raju, Glen Springer, Infernotions Corporation, M S Krishnan confirming that there are no options outstanding in their favour, that they have no rights whatsoever to be issued any shares in the Company or the Subsidiary after the Effective Date, and also stating their respective designated bank accounts to which the First Closing |
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| Consideration shall be paid by the Purchaser in accordance with Clause 3.1(i) and confirming that the undated cheques delivered by each of them under sub-clause 3.2 (q) are in respect of total repayment of loans (with no outstanding dues thereafter) availed by each of them from the Company for exercise of any of their Stock Options prior to the date hereof. In addition, the Company shall have obtained letters (in a form as provided in Schedule 18B) from Glen Springer and Infernotions Corporation confirming that there are no options outstanding in their favour, that they have no rights whatsoever to be issued any shares in the Company or the Subsidiary after the Effective Date and also stating their respective designated bank accounts to which the First Closing Consideration shall be paid by the Purchaser in accordance with Clause 3.1(i). |
| (o) | The Company shall have terminated any or all powers granted to Founders under any power of attorney or board resolution and have issued the necessary powers to the Founders/Key Employees with powers vide a Board Resolution to operate the Company with full authority pursuant to Clause 5.3 of this Agreement in a form to be mutually agreed between the Parties. | ||
| (p) | The Parties shall have mutually agreed to the form and substance of reporting requirements to be complied with by the Founders as provided in the definition of “Cause for Earnout Determination”. | ||
| (q) | The Employees listed in the Schedule 6 herewith shall have delivered to the Company undated cheques favouring the Company for an amount indicated against the name of each Employee mentioned in the said Schedule. | ||
| (r) | The Company shall have provided the Board resolutions and Forms 2 filed with the Registrar of Companies, Karnataka in respect of the allotment of Equity Shares made by the Company: |
| (i) | on March 31, 2007; and | ||
| (ii) | to Mr. S. Ramakrishnan, Mr. Vinay Mishra, Mr. Shankar Maruwada, Tawny Dove Limited, Mrs. Raji Raji, Mr. Glen Springer, and Infernotions Corporation. |
| (s) | Each of the advisors of the Company, viz. Spark Capital Advisors, ALMT Legal and Grant Thorton, shall have terminated their respective agreements executed with the Company in relation to the transaction contemplated under this Agreement and shall have provided a letter conirming that no claims are due to be paid to each or any of them in respect of this transaction. | ||
| (t) | Each Selling Shareholder, must submit either a |
| i. | declaration in IRS Form W-8, in the case of non-resident aliens of the United States, or |
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| ii. | declaration in Form W-9 in the case of U.S. resident aliens or U.S. citizens. |
| (u) | The Parties shall have executed the Indian Escrow Agreement and the Foreign Escrow Agreement in a form to be mutually agreed between the Parties; | ||
| (v) | The Founders and the Key Employees shall have executed Employment Letters in a form to be mutually agreed between the Parties; |
| 3.3 | Fulfilment of Conditions Precedent |
| (a) | The Company and the Selling Shareholders shall use their best endeavours to ensure, fulfill or procure the fulfillment of the Conditions Precedent on or before April 30, 2007. | ||
| (b) | If at any time any Party becomes aware of any circumstances that will or are likely to give rise to the non-fulfilment of the Conditions Precedent by April 30, 2007, then such Party shall immediately give to the other Parties written particulars of any such circumstances and the Parties hereto shall co-operate fully with a view to procuring fulfilment of the relevant Condition Precedent. |
| 3.4 | The obligation of the Selling Shareholders to sell the Sale Shares shall be conditional upon: |
| (a) | The execution of the Definitive Agreements and closing documents in the formats appended hereto; | ||
| (b) | The Purchaser having provided a copy of the certificate of incorporation and registration with the Financial Services Commission, Mauritius. | ||
| (c) | the receipt of all corporate approvals and regulatory Approvals as may be required for the entry into and performance of the transactions contemplated by this Agreement.,. The Purchaser shall use it’s best endeavours to obtain the same by April 30, 2007; | ||
| (d) | All of the Purchaser’s representations and warranties in this Agreement, shall be true and fair in all respects as of the Balance Sheet Date and First Closing Date and the Purchaser shall have performed and complied with all, and not be in breach or default under any agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the First Closing Date; |
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| (e) | There shall not have been any proceeding, order, or injunction, which (i) prohibits, prevents, restrains, restricts, delays, makes illegal or otherwise interferes with the consummation of any of the transactions contemplated under the Definitive Agreements, or (ii) prevents the Selling Shareholders from selling the Sale Shares and no law shall have been, promulgated, adopted, enacted or entered or otherwise made effective by any Governmental Authority after the Balance Sheet Date that has or would prevent the Selling Shareholders from performing its obligations hereunder | ||
| (f) | The Business Plan shall have been agreed to by the Founders and Purchaser in writing. |
| 3.5 | At First Closing: |
| (a) | Each of the Selling Shareholders shall deliver to the Purchaser, share certificates in relation to the number of the First Tranche Shares set out against the Selling Shareholder’s name in Schedule 1 along with (i) currently dated share transfer forms duly signed by the Selling Shareholder, on which appropriate stamp duty has been paid, and (ii) such other evidence of title as may be necessary to validate the transfer of the First Tranche Shares under Applicable Law. |
| (b) | Subject to the deductions as may be required to be made under Clause 3.1(ii), the Purchaser shall pay to each Selling Shareholder such portion of the First Tranche Consideration as set out against such Selling Shareholder’s name in Schedule 8, by way of a wire transfer of such amounts into the Selling Shareholder’s bank account, details of which are as set out in Schedule 8. | ||
| (c) | the Selling Shareholders shall deliver to the Purchaser, certified true copies of resolutions of the Board of Directors, in form and substance satisfactory to the Purchaser approving the following: |
| (i) | The resignation of the Existing Directors (other than Mr. S. Ramakrishnan and Mr. Vinay Mishra), the handing over of any properties or records of the Company in their possession, and confirmation in writing that no monies are due to any one or more of them from the Company, and if such monies are due, written waiver of claims thereto; |
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| (ii) | Registration of the transfer of the First Tranche Shares from the Selling Shareholders to the Purchaser and entry of the name of the Purchaser in the register of members of the Company by the Board of Directors prior to their resignation; | ||
| (iii) | The appointment of such number of Directors recommended by the Purchaser on the Board of Directors; | ||
| (iv) | Revocation of all powers granted to the Existing Directors who will have resigned pursuant to the provisions of this Agreement; | ||
| (v) | Change in the authorised signatories of all the bank accounts maintained by the Company such that the authorised signatories for amounts in excess of Rs.25,00,000/- (Rupees Twenty Five Lakhs Only) shall be one representative each of the Purchaser and the Founders, and for amounts less than Rs. 25,00,000/- (Rupees Twenty Five Lakhs Only) shall be any 2 (Two) representatives of the Founders. Provided that any 2 (Two) representatives of the Founders as designated by the Purchaser shall be authorised to make payments of amounts above the limits specified above in respect of salaries and other payments payable to the employees and payments of statutory dues to governmental and other regulatory authorities; provided that the Founders shall provide a monthly report to the Purchaser of payments of salaries and other payments to be made to the employees and payments of statutory dues to governmental and other regulatory authorities. | ||
| (vi) | Execution and submission of Power of Attorney in the form as may be agreed between the Parties and executed by the Selling Shareholders in favour of the Purchaser to vote on Second Tranche Shares as per direction of the Purchaser, which is to be valid till the Earn Out Payment Date. |
| (d) | The Purchaser shall deposit the Second Tranche Escrow Consideration and the Selling Shareholders shall deposit the Second Tranche Shares with the Escrow Agents in accordance with the Escrow Agreements. | ||
| (e) | The Articles of Association of the Company shall be amended in a form to the satisfaction of the Purchaser. |
| 3.6 | The Company and the Selling Shareholders shall, at the cost of the Purchaser, provide the Purchaser with all assistance that may be requested so as to enable the Purchaser to ensure that all filings, intimations etc. as the case may be, in relation to the transaction set out in this Agreement are complied with including but not limited to the requisite filings with the Reserve Bank of India. |
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| 3.7 | Notwithstanding anything to the contrary in this Agreement or elsewhere, and notwithstanding any event of Force Majeure, in the event that the First Closing does not occur by May 15, 2007, then this Agreement shall stand automatically terminated without recourse or remedy to any of the Parties hereto. Further, in the event that this Agreement is so terminated on or before May 15, 2007, the Purchaser shall pay to the Company the amounts spent by it for the purposes of conducting the US GAAP audit by E&Y for financial year 2007. | |
| 4. | SECOND TRANCHE CONSIDERATION AND EARNOUT CONSIDERATION | |
| 4.1 | The Parties hereby agree that within 30 days of the First Closing Date, the Company shall appoint and the Selling Shareholders shall cause the Company to appoint E&Y to audit, by June 15, 2008 (i) the financial statements of the Company prepared by the Company in accordance with US GAAP for the Earnout Period; and (ii) the schedule of Earnout Consideration prepared by the Purchaser in accordance with the provisions of this Agreement. The Company shall and the Parties shall cause the Company to provide to E&Y unrestricted access to the books of account, documents, files and papers of the Company in order for E&Y to conduct and complete its audit. In case E&Y fails to complete their audit by 15th June 2008 for lack of information to be provided or cooperation to be extended by the Shareholder and/or by the Company, then the Earnout Payment Date shall get extended by the same period as that from June 15, 2008 until the date of completion of such audit by E&Y, which shall not be later than July 15, 2008. The financial statements and the schedule of Earnout Consideration as audited by E&Y, independent auditors, shall be binding on the Parties. | |
| The Parties hereby agree that if any Party disputes the Earnout Consideration as audited by E&Y, it may seek a determination of the Earnout Consideration by an internationally reputed audit firm (the “Audit Firm”) and raise a dispute in this regard only after, i) receipt of the Earnout Consideration and the Second Tranche Escrow Consideration by the Selling Shareholders, and ii) transfer of the Second Tranche Shares to the Purchaser, in accordance with Clause 4.2 below. All costs in relation to the Audit Firm appointed in terms of the preceding sentence shall be borne: |
| (i) | by the Selling Shareholders if the Earnout Consideration is determined by the Audit Firm to be equal to or less than the Earnout Consideration audited by E&Y; | ||
| (ii) | by the Purchaser if the Earnout Consideration is determined by the Audit Firm to be greater than the Earnout Consideration audited by the E&Y. |
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| 4.2 | (i) | Subject to sub-clause (iii) below, on or prior to the Earnout Payment Date (the “Second Closing Date”), the Purchaser shall pay the Earnout Consideration to the Selling Shareholders on a pro rata basis and the Foreign Escrow Agent shall, upon receipt of intimation (which shall be made by the Purchaser contemporaneous with the payment of the Earnout Consideration to the Selling Shareholders) from the Purchaser of payment of the pro rata Earnout Consideration by the Purchaser to Manik Bhandari, Glen M Springer, Infernotions Corporation, M.S.Krishnan, Tawny Dove Ltd into their respective Bank Accounts as mentioned in Schedule 8 hereunder and to the rest of the Selling Shareholders into the Collection Account, forthwith release the Second Tranche Escrow Consideration to Manik Bhandari, Glen M Springer, Infernotions Corporation, M.S.Krishnan, Tawny Dove Ltd into their respective Bank Accounts as mentioned in Schedule 8 hereunder and to the rest of the Selling Shareholders into the Collection Account by way of a wire transfer of such amounts. Simultaneously with the release the Second Tranche Escrow Consideration to the Selling Shareholders, the Indian Escrow Agent shall release the Second Tranche Shares to the Purchaser. The Parties agree that the Earnout Consideration payable under the provisions of this Agreement shall be paid by the Purchaser in the proportions as indicated in Schedule 22 to the designated bank account of each of the Selling Shareholders as provided in Schedule 22, to be notified to the Purchaser prior to the First Closing Date. It is clarified that the Purchaser shall not be in breach of its obligation to pay the Earnout Consideration to the Selling Shareholders if the Purchaser has paid the Earnout Consideration into the designated bank account as provided hereinabove and the same shall not be frustrated by the said designated bank account being incorrect at the time of payment of the Earnout Consideration. It is clarified that the Purchaser shall be deemed to have discharged its obligations under this Clause 4.2 upon payment of the amounts to the designated bank accounts as above and the obtaining of evidence of remittance of such amounts from the Purchaser’s bank account. |
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| (ii) | Subject to sub-clause (iii) below, if the Purchaser fails to make/cause the payment of Second Tranche Escrow Consideration and/or the Earnout Consideration in accordance with the provisions of this Agreement, then notwithstanding anything to the contrary contained in this Agreement, the Purchaser shall be deemed to have offered to sell to the Founders the First Tranche Shares at Re. 1 (Rupee one) per Share, and shall accordingly forthwith transfer the First Tranche Shares to the Founders. Further, the Selling Shareholders shall be entitled to forthwith instruct the Foreign Escrow Agent to transfer the Second Tranche Shares deposited with the Indian Escrow Agent back to the relevant Selling Shareholder. | ||
| (iii) | If the delay in the payment of the Second Tranche Escrow Consideration and/or the Earnout Consideration beyond the Earnout Payment Date is caused due to Force Majeure or Indian regulatory delays beyond the control of the Purchaser, the Earnout Payment Date shall be extended by the delay occasioned by such Force Majeure or regulatory delay. Notwithstanding anything to the contrary stated in this Agreement or elsewhere, in the event of any delay in the payment of the Second Tranche Escrow Consideration and/or the Earnout Consideration under this sub clause (iii) beyond the Earnout Payment Date, the Earnout Consideration (provided that the same has been determined in accordance with Clause 4.1) shall be placed in escrow with an escrow agent, to be designated by the Selling Shareholders in accordance with an agreement to be mutually agreed by the Parties at the relevant time. |
| 4.3 | Notwithstanding anything contained in this Agreement, on the occurrence of: |
| (a) | a merger/ demerger or sale of the substantial undertaking of the Company; or | ||
| (b) | a sale of more than 50% of the Shares of the Company to any third party (other than an Affiliate of the Purchaser); or | ||
| (c) | any Change of Control of the Company or its subsidiaries (other than to an Affiliate of the Purchaser); |
| prior to the Second Closing Date, the Purchaser shall forthwith pay the Earnout Consideration to the Selling Shareholders as per Clause 4.2(i) on a pro rata basis and instruct the Foreign Escrow Agent to release the Second Tranche Escrow Consideration to the Selling Shareholders in accordance with the said Clause 4.2(i). Simultaneously, the Indian Escrow Agent shall transfer the Second Tranche Shares to the Purchaser. |
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| For the purposes of this Clause 4.3, the Earnout Consideration shall be USD 35 Million net of any withholding tax obligation as per Applicable Law and subject to any adjustments/ deductions to the Earnout Consideration that is permissible to be made under the provisions of this Agreement. | ||
| 4.4 | Notwithstanding anything contained in this Agreement, the Purchaser may at its sole option at any time prior to the Earnout Payment Date, instruct the Foreign Escrow Agent to release the Second Tranche Escrow Consideration to the Selling Shareholder’s in accordance with Clause 4.2(i) and pay an Earnout Consideration of USD 35 Million or any lower amount that may be mutually agreed by the Parties, to the Selling Shareholders as per the said clause 4.2(i). Simultaneously, the Indian Escrow Agent shall release the Second Tranche Shares to the Purchaser. |
| 4.5 | Notwithstanding anything contained in this Agreement, in the event of the institution of: |
| (a) | voluntary or involuntary liquidation of the Purchaser at any time prior to the Earnout Payment Date and provided that a liquidator is appointed; or | ||
| (b) | voluntary liquidation of the Company prior to the Earnout Payment Date; |
| the Purchaser shall forthwith pay the Earnout Consideration to the Selling Shareholders as per Clause 4.2(i) on a pro rata basis and instruct the Foreign Escrow Agent to release the Second Tranche Escrow Consideration to the Selling Shareholder’s in accordance with the said clause 4.2(i). Simultaneously, the Indian Escrow Agent shall release the Second Tranche Shares to the Purchaser. | ||
| For the purposes of this Clause 4.5, the Earnout Consideration shall be USD 35 Million subject to any adjustments/ deductions to the Earnout Consideration that is permissible to be made under the provisions of this Agreement. | ||
| 4.6 | Notwithstanding anything contained in this Agreement, in the event of the institution of an involuntary liquidation of the Company during the Earnout Period and provided that a liquidator is appointed, the Purchaser shall forthwith instruct the Foreign Escrow Agent to release the Second Tranche Escrow Consideration to the Selling Shareholders as per Clause 4.2(i). Simultaneously, the Indian Escrow Agent shall release the Second Tranche Shares to the Purchaser. | |
| Notwithstanding the above, if the institution of the involuntary liquidation of the Company is triggered by any act or omission of the Purchaser, the Purchaser shall additionally be liable to pay the Selling Shareholders the Earnout Consideration, which for the purposes of this Clause 4.6 shall be USD 35 Million subject to any adjustments/ deductions to the Earnout Consideration that is permissible to be made under the provisions of this Agreement. |
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| 4.7 | Pursuant to the transfer of the Second Tranche Shares in accordance with this Clause 4, the Company and the Selling Shareholders shall provide the Purchaser with all assistance that may be requested so as to enable the Purchaser to ensure that all filings, intimations etc. as the case may be, in relation to the transaction set out in this Agreement are complied with including but not limited to the requisite filings with the Reserve Bank of India. |
| 4.8 | For the avoidance of doubt, it is clarified that the payment of the Earnout Consideration is not contingent upon the continued employment of the Founders and Key Employees with the Company. |
| 4.9 | The Parties hereby agree that prior to payment of Earnout Consideration and Second Tranche Consideration under Cluse 4.3 or 4.4 or 4.5 or 4.6, the Company shall appoint and the Selling Shareholders shall cause the Company to appoint E&Y to audit the schedule of Earnout Consideration prepared by the Purchaser in accordance with the provisions of this Agreement The Company shall and the Parties shall cause the Company to provide to E&Y unrestricted access to the books of account, documents, files and papers of the Company in order for E&Y to conduct and complete its audit. The financial statements and the schedule of Earnout Consideration as audited by E&Y, independent auditors, shall be binding on the Parties. |
| 5. | CONDUCT OF BUSINESS |
| 5.1 | The Parties agree that from the First Closing Date till the end of the Earnout Period, the Company shall carry on the Business in its ordinary course in accordance with and to achieve the Business Plan. Any changes to the Business Plan during the Earnout Period shall be made only with the mutual consent of Founders and the Purchaser. |
| 5.2 | Subject to the Purchaser’s corporate governance policies as on the Effective Date, the Purchaser and the Company shall ensure that the Founders will have full authority as employees and directors as applicable over the Business till the end of the Earnout Period. During the Earnout Period, subject to provisions of Clause 6.3, the Purchaser shall ensure that two of the Founders (or their nominees) will continue as Directors of the Company subject to the Purchaser having majority control over the Board. For a meeting of Board of Directors, a notice shall be given to all the Directors of the Company at least 7 days prior to the date of holding the meeting. During the Earnout Period, the nominees of the Founders shall have a right to appoint an alternate director as per Applicable Laws, in case any of the nominees of the Founders are unable to attend the meetings of the Board for reason of not being physically present in India. Subject to applicable law, 1/3rd of the total strength of Directors (any fraction contained in that 1/3rd being rounded off to the nearest natural number) or two Directors (whichever is higher) shall constitute the quorum for a meeting of Board of Directors, provided that, the physical presence of at least 2 (Two) directors nominated by the Purchaser shall be required to constitute such quorum. Provided further that with |
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| 5.3 | The Purchaser shall at all times allow the Founders and the Key Employees to discharge their functions as employees and directors as applicable during the Earnout Period, without interruption or interference, and shall ensure that they are not given any responsibilities in addition to their responsibilities as on the First Closing Date and/or relocated from their places of work as on the First Closing Date. However, Founders shall not take any decision on the matters listed in Schedule 13 without the express consent of the Purchaser. During the Earnout Period, the Key Employees and Founders will have the same roles and responsibilities in the Company as they have prior to the First Closing Date and their compensation shall be on terms no less favourable than as those enjoyed by them prior to the First Closing Date. Any proposed change in the terms of employment of the Key Employees and/or the Founders shall not be made unless with the specific prior written concurrence of the Founders. Accordingly, Mr. S Ramakrishnan, the current Managing Director and Chief Executive Officer, will continue to be the Managing Director and Chief Executive Officer of the Company during the Earnout Period. |
| 5.4 | Determination by Expert |
| (a) | Notwithstanding anything to the contrary contained in this Agreement, if the Purchaser, by virtue of its control over the Company, during anytime between the First Closing Date and the Earnout Payment Date, unilaterally takes any decision, either a commission or an omission, with respect to the Company, without the prior written concurrence of the Founders; and which the Founders reasonably believe has adversely impacted the Audited Net Income of the Company during the Earnout Period, then the Founders may refer the matter to Mr. Sanjeev Agarwal, currently working as Managing Director of Helion Ventures Pvt Ltd, or such other person as mutually agreed between the Founders and Purchaser (the “Expert”). It is further clarified that the reference to the Expert shall extend to the determination of the existence of an event which may be Cause for Earnout Determination. | ||
| (b) | If the Expert determines that the Purchaser has adversely impacted the Net Income of the Company without Cause for Earnout Determination, then the impact on Net Income as determined by the Expert shall be added to the Audited Net Income for the Earnout Period as determined in accordance with this Agreement. Any determination by the Expert shall be made within 30 days of any reference made to the Expert and shall be binding on the Parties. |
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| (c) | The cost of reference to the Expert shall be borne by such Party as may be determined by the Expert. If the Expert determines that the Purchaser has adversely impacted the Net Income of the Company to the prejudice of the Founders, without Cause for Earnout Determination, thereby causing an adverse impact on the receipt of the Earnout Consideration and the impact is such that the Earnout Consideration would otherwise than for such impact have been USD 35 Million, then the Purchaser shall pay USD 35 Million subject to any adjustments/ deductions to the Earnout Consideration that is permissible to be made under the provisions of this Agreement as Earnout Consideration to the Selling Shareholders on or prior to the Earnout Payment Date. It is expressly clarified that the termination of any Founder or Key Employee from his employment for Cause for Employment shall not be raised by the Founders as an event adversely affecting Net Income. |
| 5.5 | During the Earnout Period, the Purchaser shall not, either by itself, or through any of its Affiliates or group companies: |
| (a) | engage, directly or indirectly, in the Business other than as being conducted by the Purchaser as at the First Closing Date with its existing customers as provided in Schedule 3. In the event of breach of this subclause by the Purchaser, the Founders (Mr. S Ramakrishnan) and the Purchaser shall, through their representatives, engage in a mutual discussion to determine the amount of loss suffered by the Company. In the event respective parties are able to determine the impact on Audited Net Income of the Company on account of this breach, then such impact shall be adjusted with the Audited Net Income. In addition the applicability of this Clause for any Business in the area of procurement analytics and business research will be decided mutually between S.Ramakrishnan and Neeraj Bhargava. In the event that the representatives of the Founders (Mr. S Ramakrishnan) and the Purchaser are unable to determine the amount of loss suffered by the Company, the same shall be referred to the determination of Expert. Within 15 days from the date of reference, the Expert shall determine the amount of loss suffered by the Company. Upon such determination, such impact to the Audited Net Income shall be adjusted against the Audited Net Income. |
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| (b) | declare any dividends/or other forms of distribution from the Company. In the event of breach of this sub-clause by the Purchaser, the Selling Shareholders shall receive USD 35 Million subject to any adjustments/ deductions to the Earnout Consideration that is permissible to be made under the provisions of this Agreement as Earnout consideration. |
| 5.6 | The Parties shall ensure that all licenses required to operate the Business during the Earnout Period, in the same or similar manner as conducted prior to the Effective Date, shall remain with the Company and its Subsidiary. |
| 5.7 | The Founders shall undertake best efforts to ensure that the existing employees of the Company will continue their employment during the Earnout Period. |
| 5.8 | Further, during the Earnout Period, subject to confidentiality agreements executed to the satisfaction of the Purchaser, the Purchaser hereby agrees to provide Ganesh Krishnan and M/s Spark Capital Advisors (India) Private Limited, the financial statements for the Company for each quarter within 5 days of the declaration the financial results of WNS (Holdings) Limited at the end of each quarter. |
| 6. | UNDERPERFORMANCE |
| 6.1 | Subject to any event of Force Majeure, upon the determination of Underperformance in accordance with this Section 6, the Purchaser shall have the option to assume management control of the Company in a manner set out in Clause 6.3 below and the Founders will forthwith cease to have authority over the Business and the provisions of Clause 5 of this Agreement would cease to be effective,. The determination of the annualised Net Income of the Company under this Section 6 shall be made on the basis of past business practises and Management Information Systems adopted by the Company prior to March 31, 2007 as agreed between the Founders and the Purchaser. |
| 6.2 | For the purpose of this Section 6, “Underperformance” shall mean the following: |
| (i) | In the event that the annualised Net Income of the Company for the six month period ending September 30, 2007, is less than USD 2 Million, then a cure period of 60 days shall be provided to the Founders to raise the annualised Net Income of the Company to USD 2 Million. In the event that the Net Income of the Company as annualized for a period of 240 days after the expiry of such cure period, remains less than USD 2 Million, it shall be deemed to be “Underperformance”; | ||
| (ii) | Loss of more than 50% of the employees of the Company and the Subsidiary within a consecutive period of 3 months at any time during the Earnout Period, save and except for situations where Purchaser effects any changes in the Company’s policies affecting the employees of the Company. |
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| 6.3 | Upon Underperformance, the Purchaser shall at its sole discretion determine the complete composition of Board of Directors including but not limited to removal of Mr. S. Ramakrishnan and/or Mr. Vinay Mishra and/or their alternate directors, if any, from the post of Director of the Company. In such an event, the Founders shall be entitled to all information relating to the operations of the Company as they may request. Further, during the Earnout Period, if the Founders believe that any decisions taken by Company prejudicially affect the obligations of the Founders to deliver the performance as specified in this Clause, the Founders may refer such event to the Expert for determination of the impact on the Earnout Consideration. |
| 6.4 | Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of Underperformance, the Purchaser (i) shall not indirectly or directly, engage in the Business other than through the Company, other than as being conducted by the Purchaser as at the First Closing Date, with any customers as listed in Schedule 14, (ii) may provide additional employees to the Company, without the Company incurring any expenses in this behalf, and (iii) may transfer any of the employees of the Company to any other company or unit of the Purchaser | |
| Provided that, the restriction contained in this clause shall not prohibit the Purchaser from engaging in business (including a business competing with the Business of the Company) with any of the customers of the Purchaser (“Purchaser Customers”), if such Purchaser Customers specifically opt to seek the services of the Purchaser to the exclusion of the Company for such business. |
| 7. | REPRESENTATIONS AND WARRANTIES | |
| 7.1 | Representations and Warranties of the Founders and the Selling Shareholders |
| (i) | Save and except as specifically disclosed in the Disclosure Letter, each of the Founders jointly and severally represent and warrant to the Purchaser that the statements contained in Schedule 4 are true and fair as on the Balance Sheet Date and the First Closing Date. | ||
| (ii) | Each of the Selling Shareholders jointly and severally represent and warrant to the Purchaser that each of the Selling Shareholders have full, clear and unencumbered right, title and interest in the Sale Shares and the right to sell all Sale Shares to the Purchaser without any limitations thereof. |
| 7.2 | Representations and Warranties of the Purchaser |
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| (i) | The Purchaser is a company duly incorporated, validly existing and in good standing under the laws of Mauritius, with full corporate power to carry on its business as now conducted by it; | ||
| (ii) | The Purchaser has full corporate power, capacity and authority to enter into and execute this Agreement and to perform all of its obligations hereunder; | ||
| (iii) | This Agreement upon execution is valid and legally binding upon the Purchaser and enforceable against it in accordance with its terms and neither the execution of this Agreement by the Purchaser nor the performance by it of the various terms and provisions hereof will violate the memorandum and articles of association of the Purchaser or any deed or agreement to which it is a party or by which it is bound; | ||
| (iv) | The Purchaser or any of its Affiliates, as of the First Closing Date has sufficient reserves and is capitalised adequately to perform its obligations under this Agreement, including but not limited to the payment of the Total Purchase Consideration. |
| 7.3 | The Selling Shareholders agree and acknowledge that the Purchaser is entering into this Agreement strictly in reliance of the representations and warranties set out in Clause 7.1 above. |
| 7.4 | The rights and remedies of the Purchaser in respect of a breach or breaches of the representations and warranties shall not be affected or determined by the outcome of any investigation made by any Person into the affairs of the Company. |
| 8. | COVENANTS | |
| 8.1 | Consents and Approvals |
| 8.2 | Public Announcements |
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| 8.5 | The Company shall, and the Selling Shareholders shall ensure that the Company shall during the period between the execution of this Agreement and Second Closing Date: |
| (a) | Conduct their business in the ordinary and normal course; and | ||
| (b) | Comply with all Applicable Laws. | ||
| (c) | Take Purchaser’s consent for any decision regarding matters provided in Schedule 13. |
| 9. | INDEMNITY | |
| 9.1 | Survival of Representations; Warranties and Covenants. |
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| 9.2 | Subject to the limitations set forth in this Clause 9, the Founders (collectively, the “Indemnitors”) hereby agree to jointly and severally indemnify and hold harmless the Purchaser and its officers, directors, employees (including the Company and the Subsidiary from and after the First Closing Date) (hereinafter referred to individually as a “Purchaser Indemnified Person” and collectively as the “Purchaser Indemnified Persons”) from and against any and all suffered amounts on account of losses, liabilities, actual proven and direct damages, claims, fines, fees, penalties, interest obligations, expenses and costs, (“Damages”) directly arising from any misrepresentation or breach or default of any of the representations, warranties, covenants and agreements given or made by any of the Selling Shareholders in the Definitive Agreements, or in a schedule or exhibit delivered pursuant thereto; |
| (i) | any obligation or liability of the Company or any Subsidiary which may be incurred by the Company or such Subsidiary as a result of noncompliance (if any), with the requirements of Applicable Law, including the Act during the period prior to the First Closing Date; | ||
| (ii) | any claim by a third party raised against the Company, Founders or the Purchaser, (a) for an act, deed or omission of the Founders or the Company occurring prior to the First Closing Date, and (b) having being raised before the expiry of the period of limitation provided under the Applicable Law, which if true, would constitute a misrepresentation or breach or inaccuracy of or default in connection with any of the representations, warranties, covenants and agreements given or made by the Founders in the Definitive Agreements, the Disclosure Letter or any certificate, schedule or exhibit delivered pursuant hereto. |
| 9.3 | The indemnification obligations of the Founders shall be subject to the following limitations and conditions: |
| (i) | the Indemnitors shall not be liable in respect of any matter, act, omission or circumstances (or any combination thereof) to the extent that the same would not have occurred but for any voluntary act, omission or transaction of the Purchaser Indemnified Persons; | ||
| (ii) | if the Indemnitors pay an amount in discharge of any claim under this Clause 9, and the Purchaser Indemnified Persons subsequently recover (whether by payment, discount, credit, relief or otherwise) from any Person any sum in respect of such claim, the Purchaser Indemnified Persons shall pay to the Indemnitors an amount equal to the sum recovered from such Person; |
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| (iii) | the Purchaser or any of the Purchaser Indemnified Persons, as may have received a notice of any claim shall have given notice of such claim, to the relevant Selling Shareholders within 30 days of the receipt of the same. | ||
| (iv) | the Purchaser Indemnified Persons shall provide evidence and documentation of having suffered and actually paid for the Damages. |
| 9.4 | Process |
| (a) | In the event any Purchaser Indemnified Person becomes aware of any matter that it believes is covered under this Agreement and such matter involves (i) any claim made against the Purchaser Indemnified Persons or the Company by any Person; or (ii) the commencement of any action, suit, investigation, arbitration or similar proceeding against the Purchaser Indemnified Persons or the Company, the Purchaser Indemnified Persons shall promptly notify the Company and the Founders of such claim (“Third Party Claim”) within 30 days of the receipt of the notice, setting out the amount due to the Purchaser Indemnified Person and grounds of claim. | ||
| (b) | The Indemnitors shall have the right to assume the defense of any Third Party Claim with a counsel of its choice at any time within 30 (thirty) days after the Purchaser Indemnified Persons have given notice of the Third Party Claim, provided that the Indemnitors shall conduct the defense of the Third Party Claim as agent(s) of the Purchaser Indemnified Persons and shall act in a diligent manner. In the event the Indemnitors assume the defence of any Third Party Claim, the Indemnitors shall not be liable for any settlement of a Third Party Claim effected without its prior written consent. | ||
| (c) | In the event the Indemnitors do not assume and conduct the defense of the Third Party Claim in accordance with Clause 9.6 (b) above: (i) the Purchaser Indemnified Persons may defend against and consent to the entry of any judgement or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate; and (ii) the Indemnitors will remain liable to indemnify the Purchaser Indemnified Persons for any Damages that the Purchaser Indemnified Persons may incur resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided under Clause 9. Such indemnity shall be made by the Indemnitors to the Purchaser Indemnified Persons within 30 (Thirty) days of the Purchaser Indemnified Persons requiring the Indemnitors to make any payments at the option of the Purchaser, either to the Company and/or the Purchaser, pursuant to any loss or liability suffered by the Purchaser Indemnified Persons. |
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| (d) | The liability of the Founders to indemnify the Purchaser Indemnified Persons pursuant to this Section shall be lower of , (i) aggregate of 50% of each of the First Tranche Consideration and the Second Tranche Consideration, actually received, by the Founders till the date of any claim or (ii) US Dollars 25,000,000 (Twenty-five million US Dollars). | ||
| (e) | Notwithstanding anything contained in this Agreement, in the event of a breach of any representations and warranties of any of the Selling Shareholders in respect of their respective title to any of their Sale Shares, or where any claims are raised by any third parties in respect of any rights, interest or title to any of the Sale Shares, and any court or arbitrator or any other regulatory or governmental authority makes a determination in relation to such claim which may in any manner affect any rights of the Purchaser as are attached to such Sale Shares under Applicable Laws, the Selling Shareholders shall jointly and severally indemnify the Purchaser upto the extent as provided in this sub-clause (e); |
| (a) | Each Selling Shareholder liable to indemnify the Purchaser shall only be liable to the extent of his/ her respective portion of Total Purchase Consideration received till the date of claim of indemnity, as are related to the Sale Shares that were sold by such indemnifying Selling Shareholder to the Purchaser under this Agreement, and | ||
| (b) | The liability of the Selling Shareholders shall not exceed such portion of the Total Purchase Consideration as it relates to the extent of the Sale Shares that are subject to the claim. |
| (f) | The Purchaser shall not be entitled to seek indemnification from the Founders unless the total loss or liability at the first instance arising to the Purchaser Indemnified Persons on account of one or more claims for Damages exceeds an amount equivalent to USD 300,000 (Three hundred thousand US Dollars). After the initial claims up to the extent of USD 300,000 (Three hundred thousand US Dollars) which shall be borne by the Purchaser Indemnified Persons as provided above, any claim for an |
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| amount not less than USD 50,000 (US Dollars Fifty thousand) made by the Purchaser Indemnified Person shall be indemnified by the Indemnitors in accordance with this clause 9. |
| 9.5 | Indemnity Claims prior to Second Closing Date | |
| The Parties agree that any claim, which is finally determined by a court or arbitrator or as agreed by the Selling Shareholders to be paid by the Purchaser Indemnified Person against the Indemnitors in accordance with this Section 9 prior to the Second Closing Date may be adjusted (at the Purchaser’s option) against Earnout Consideration payable by the Purchaser under the provisions of this Agreement, and the Earnout Consideration so payable by the Purchaser under the provisions of this Agreement shall stand reduced to the exact amount actually suffered and paid by the Purchaser Indemnified Person(s) against the Indemnitor. It is clarified that any claim that may arise under this Clause 9.7 that may be adjusted against the Earnout Consideration as provided above shall not affect Audited Net Income for the determination of the Earnout Consideration under the provisions of this Agreement. | ||
| 10. | DISPUTE RESOLUTION | |
| 10.1 | In the case of any dispute arising out of or in connection with this Agreement or its performance, including any question regarding its existence, validity or termination, the Parties shall first attempt to reach an amicable settlement through mutual consultations and negotiations between Mr. S. Ramakrishnan on behalf of all the Selling Shareholders and Mr. Neeraj Bhargava on behalf of the Purchaser or any Persons designated by the Purchaser in writing in this regard. If the Parties are unable to reach an amicable settlement within 30 days from the date on which the dispute arose, any of the Parties may make a reference to arbitration in accordance with the following Clause 10.2 by giving a notice to the other in this regard. | |
| 10.2 | Arbitration |
| (a) | All disputes, differences, controversies and questions directly or indirectly arising at any time under, out of, in connection with or in relation to this Agreement (or the subject matter of this Agreement) including, without limitation, all disputes, differences, controversies and questions relating to the validity, interpretation, construction, performance and enforcement of any provision of this Agreement shall be finally, exclusively and conclusively settled by reference to binding arbitration under the Arbitration and Conciliation Act, 1996, to be administered by the arbitral tribunal by reference to three arbitrators, with one arbitrator being appointed by the Purchaser, one appointed by the |
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| (b) | The Parties agree: |
| (i) | to be bound by any arbitral award or order resulting from any arbitration conducted hereunder; and | ||
| (ii) | and acknowledge that any judgement on any arbitral award or order in an arbitration held pursuant to this Clause 10 may be entered in any court having jurisdiction in relation thereto or having jurisdiction over any of the Parties or any of their assets. |
| (c) | All proceedings in any such Arbitration shall be conducted in the English language. | ||
| (d) | The Arbitration award shall be final and binding on the Parties, and the Parties agree to be bound thereby and to act accordingly. | ||
| (e) | The Arbitration shall take place in Bangalore. | ||
| (f) | During the course of Arbitration, this Agreement shall continue to be performed in all respects except for the disputed part under Arbitration. |
| 11. | TERM AND TERMINATION |
| 11.1 | This Agreement shall be effective from the Effective Date and shall continue in full force and effect except in respect of those matters then already performed and except if terminated in accordance with its terms. |
| 11.2 | This Agreement may be terminated on or prior to May 15, 2007, and the transactions contemplated hereby abandoned, by the Purchaser, if the Conditions Precedent set forth in Section 3.2 are not satisfied or upon a material breach by the Company or the Selling Shareholders of any of their representations, warranties, covenants or other obligations under this Agreement. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not terminate this Agreement after the First Closing Date. |
| 11.3 | In the event that the First Tranche Shares are not transferred to the Purchaser and the First Tranche Consideration is not paid and evidence of remittance of the same is not furnished by the Purchaser within the expiry of 60 days from the Effective Date, this Agreement and the Definitive Agreements shall stand terminated with immediate effect. |
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| 11.4 | Immediately upon transfer of the Second Tranche Shares in accordance with Clause 4 of this Agreement, this Agreement and the Definitive Agreements shall stand terminated with immediate effect, except clauses 5.4 (which survives till July 15, 2008), 7.1, 9, 10, 13, 14, 15 (Clause 15 to terminate at the expiry of 24 months from First Closing Date or a shorter period in case of Clause 15.4), 16(a) and 16(i) which shall survive termination of this Agreement and the Founders shall cease to have any authority over the Business and shall lose all rights including the right to nominate directors to the Board as contemplated in this Agreement or any Definitive Agreement. | |
| 11.5 | This Agreement may be terminated with the mutual consent of all the Parties. | |
| 12. | TIME OF ESSENCE | |
| Any time or period mentioned in any provision of this Agreement may be extended by mutual agreement between the Parties but as regards any time, date or period originally fixed or any time, date or period so extended as aforesaid time shall be of the essence. | ||
| 13. | CONFIDENTIALITY | |
| Each Party shall keep this Agreement and all information and other materials passing between it and the other Parties in relation to this Agreement (including all information concerning the business transactions and the financial arrangements relating to the Parties) (the “Information”) confidential and shall not without the prior written consent of the other Parties, divulge the Information to any other Person or use the Information other than for carrying out the purposes of this Agreement except: |
| (a) | to the extent that such Information is in the public domain other than by breach of this Agreement; |
| (b) | to the extent that such Information is required to be disclosed by Applicable Law or any applicable regulatory requirements or by any regulatory body to whose jurisdiction the relevant Party is subject or with whose instructions it is customary to comply under notice to the other Party(ies); | ||
| (c) | in so far as it is disclosed to the employees, officers, directors or professional advisers of any Party, provided that such Party shall procure that such persons treat such Information as confidential; | ||
| (d) | to the extent that any of such Information is/are later acquired by a Party from a source not obligated to any other Party hereto, or its Affiliates, to keep such Information confidential; |
37
| (e) | to the extent that any of such Information was previously known or already in the lawful possession of a Party, prior to disclosure by any other Party hereto; and | ||
| (f) | to the extent that any information shall have been independently developed by a Party without reference to any Information furnished by any other Party hereto. |
| 14. | POWER OF ATTORNEY | |
| Mr. S. Ramakrishnan is hereby irrevocably appointed as agent and attorney-in-fact for and on behalf of the Selling Shareholders as listed in Schedule 20 in relation to the negotiation and execution of this Agreement and, is authorised to agree and execute any amendments to the provisions of this Agreement, give and receive notices and communications including but not limited to details of employees joining the Company and/or Purchaser, agree to negotiate, enter into settlements and compromises, and comply with orders of courts and awards of arbitrators with respect to this Agreement and take all actions necessary, expedient or appropriate in his judgment to achieve the foregoing. | ||
| 15. | NON COMPETE AND NON-SOLICIT | |
| 15.1 | In consideration of the receipt of the Total Purchase Consideration as provided in Clause 3 of this Agreement for the Sale Shares along with the goodwill of the Company, the Founders and Key Employees (other than Glen Springer, Raji Raju, Varun Madhok and MS Krishnan) hereby jointly and severally agree and undertake that they shall not, for a period of 24 (twenty four) months from the First Closing Date in case of the Founders and for a period of 18 (eighteen) months from the First Closing Date in case of the Key Employees, whether directly or indirectly (whether in their own capacity or in conjunction with or on behalf of any Person including Founders, as an employee of, or adviser or shareholder or consultant of any other Person, firm or company or through their Affiliates), anywhere in the world: |
| (a) | Engage, set up, promote, finance or invest in a business, venture or company, which is engaged in a business similar to the Business of the Company or use the brand name, logo or corporate name of the Company or use the Intellectual Property Rights (whether present, or developed or conceived after the date hereof) of the Company in any manner. However, nothing in this sub-clause shall prohibit, the Founders and/ or Key Employees from individually investing up to 4.99% of the total issued and paid up capital of a Competing Company. A “Competing Company”, for the purposes of this clause shall mean any public listed company which has earned at least 10% of its total revenues of the previous financial year from business similar to the Business of the Company. |
38
| (b) | Solicit, entice away or attempt to solicit or entice away from the Company, any customer, client, or employee, or former employees (other than those employees whose employment was terminated or who resigned at-least 1 year prior to the First Closing Date) of the Company, whether or not such employee would commit a breach of contract by reason of leaving such employment; | ||
| (d) | Provide any know-how or technical assistance to any Person in relation to the Business; | ||
| (e) | Divulge or disclose to any Person any information (other than information available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction) relating to the Business, the identity of the Company’s or the Purchaser’s customers, its products, finance, contractual arrangements, business or methods; | ||
| (f) | Develop or aid in the development, of any software/hardware or any form of data being capable of being classified as intellectual property in relation to the Business, either directly or indirectly; | ||
| (g) | Solicit, entice away or attempt to solicit or entice away from the Purchaser, its top 50 customers that may be introduced to the Company by the Purchaser; |
| 15.2 | M/s Spark Capital Advisors (India) Pvt Ltd, K. Ganesh and Raji Raju shall not solicit, entice away or attempt to solicit or entice away from the Company, for a period of 24 months from the First Closing Date, any customer, client, and for a period of 24 months from the First Closing Date, any employee, or former employees (other than those employees whose employment was terminated or who resigned at-least 1 year prior to the First Closing Date) of the Company, whether or not such employee would commit a breach of contract by reason of leaving such employment; |
| 15.3 | The Founders understand and acknowledge that the Purchaser has made substantial investments by acquiring the Sale Shares together with the goodwill of the Company. The Founders agree that such investment is worthy of protection, and the Company’s and Purchaser’s need for the protection afforded by this Clause 15 is greater than any hardship the Founders might experience by complying with its terms. The Founders agree that the limitations as to time, geographical area and scope of activity to be restrained as contained in this Agreement are reasonable and are not greater than necessary to protect the Business, goodwill and/or other interests of the Company and the Purchaser. |
39
| 15.4 | The Founders acknowledge to the Company and the Purchaser that the Company and the Purchaser would be irreparably damaged and would not have an adequate remedy at law for monetary damages in the event that any of the covenants of the Founders in this Clause 15 are not performed in accordance with its terms or otherwise were breached. The Founders therefore agree that the Company and the Purchaser will be entitled to an injunction or injunctions to prevent breaches of such performance and to specific enforcement of such covenants in addition to any other remedy to which it may be entitled, at law or in equity. | |
| 15.5 | Subject to the terms of this Agreement, particularly Clause 4.2(iii), the provisions of this Clause 15 shall stand terminated in the event the Earnout Consideration is not paid on or prior to the Earnout Payment Date. | |
| 16. | MISCELLANEOUS |
| (a) | Notices: Notices or other communication required or permitted to be given or made hereunder shall be in writing and delivered personally or by registered post or by courier service or by fax addressed to the intended recipient at its address set out below or to such other address or fax number as any Party may from time to time notify to the others: | ||
| To the Selling Shareholders at: |
| Name | Address and Contacts | |
S Ramakrishnan
|
No 553, 16th Cross, Indiranagar, Bangalore — 560 038 | |
| Ph: +91.98450.66677 | ||
Shankar Maruwada
|
No. 5 A Krystal Apartments, 80 Feet Road,
Bangalore 560 075. Ph: +91.98453.89067 |
|
Vinay Mishra
|
1 Surrey Drive, Norwalk, CT 06851, USA. Ph: +91.98451.32894 | |
Spark Capital Advisors (India) Pvt Ltd.
|
2nd Floor, Yafa Towers, New #18, Old #24, Khader Nawaz Khan Road, Nungambakkam, Chennai — 600 006. Ph: 044.4205.9901/2/3 | |
Raji Raju
|
Old No: 4/9, New No: 9 Casurina Drive, Neelankarai, Chennai — 600 041 | |
| Ph: +91.9841281375 | ||
K. Ganesh
|
S-24, Golden Enclave, Airport Road, Bangalore-560 017 | |
Tawny Dove Ltd.
|
10 Frere Felix De Velois Street, Port Louis | |
Others
|
As set out in Schedule 24 hereto |
40
| (b) | Severance: The validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired if any provision of this Agreement is rendered void, illegal or unenforceable in any respect under any law. | ||
| Should any provision of this Agreement be or become ineffective for reasons beyond the control of the Parties, the Parties shall use reasonable endeavours to agree upon a new provision which shall as nearly as possible have the same commercial effect as the ineffective provision. | |||
| (c) | No Waiver: No waiver of any provision of this Agreement nor any consent to any departure from it by any Party shall be effective unless it is in writing. A waiver or consent shall be effective only for the purpose for which it is given. No default or delay on the part of any Party in exercising any rights, powers or privileges operates as a waiver of such right, power or privilege and nor does a single or partial exercise of a right preclude any exercise of other rights, powers or privileges. |
41
| (d) | Entire Agreement: This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matters of this Agreement and supersedes all prior agreements and undertakings, both written and oral, with respect to the subject matter hereof except as otherwise expressly provided herein. | ||
| (e) | Amendments: No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless made in writing specifically referring to this Agreement and duly signed by each of the Parties. | ||
| (f) | No Partnership: Nothing in this Agreement shall be deemed to constitute a partnership between the Parties or constitute either Party the agent of the other for any purpose. | ||
| (g) | Assignment: This Agreement shall be binding on the Parties and their respective successors and permitted assigns. None of the Parties to this Agreement may assign its rights or obligations under the Agreement to any other Person, except with the prior written consent of the Purchaser and the Founders. Provided that the Purchaser shall be free to assign its rights or obligations under the Agreement to any of its Affiliates. | ||
| (h) | Further Assurance: Each of the Parties hereto shall co-operate with the others and execute and deliver to the other, such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, give effect to and confirm their rights and intended purpose of this Agreement. The Company and the Selling Shareholders shall take all necessary actions to cause their respective Affiliates, associates and group companies to take all necessary actions to comply with the terms of this Agreement. | ||
| (i) | Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India. | ||
| (j) | Conflicts: In the case of any discrepancy or conflict between the provisions of this Agreement and any other Definitive Agreement, the provisions of this Agreement will prevail. | ||
| (k) | Additional Documents: Each Party hereto shall promptly execute and deliver such additional documents and agreements as are envisaged in this Agreement and any other agreement or document as may be reasonably required by the other Parties hereto for the purpose of implementing this Agreement, provided that no such document or agreement shall be inconsistent with the spirit and intent of this Agreement. |
42
| (l) | Counterparts: This Agreement may be executed simultaneously in any number of counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument. | ||
| (m) | Costs: Each of the Selling Shareholders and the Purchaser shall be responsible for their respective transaction costs and out-of pocket expenses in connection with the transactions contemplated hereby. All stamp duty and other costs incurred in relation to the sale of the Sale Shares (if any) shall be borne by Selling Shareholders. | ||
| (n) | The Parties agree that wherever the prior written concurrence of the Founders is required under the provisions of this agreement, the written concurrence granted by Mr. S. Ramakrishnan shall be deemed to be prior written concurrence of each of the Founders. |
43
| FOR WNS (MAURITIUS) LIMITED | ||||
/s/
Zubin Dubash |
||||
(Group CFO) |
||||
Witness:
/s/ Pijush Sinha |
||||
Name: Pijush Sinha |
||||
Address:
Avendus Advisors, 2nd Floor, West Quadrant IL & FS Financial Center, Bandra Kurla Complex Bandra (E), Mumbai — 400050 |
||||
/s/
S. Ramakrishnan |
||||
Krishnaraj Venkatraman |
||||
Anuradha Sharma |
||||
Amitabh Bose |
||||
Parthasarathy Vallabhajosyula |
||||
Sanjit Bhoumik |
||||
Rajesh Kumar Bhat |
||||
Vijay Jumani |
||||
Rajeev Sinha |
||||
Rajesh Apkari |
||||
Sanjay Dattatri |
||||
Abhishek Ranjan Jha |
||||
Ajay |
||||
Aju Abraham |
||||
Annie Thomas |
||||
Arjun Madhavan |
44
Arpan Gupta |
||
Ashish Kumar |
||
Ashish Mahajan |
||
Bhargavi |
||
Charles |
||
Dechen |
||
Dibyojyoti Haldar |
||
Dipayan Chakraborty |
||
Doyel |
||
Durga Prasad |
||
Eronesu Kar |
||
G K Suresu Kumar |
||
G.Vijaya |
||
Gaurav Gupta |
||
Gautam Munshi |
||
Giridhar |
||
GKR Krishnan |
||
Hemalatha Dave |
||
Kakul |
||
Kamal Mishra |
||
Krishnan Seshadri |
||
Malavika |
||
Malini |
||
Manik Bhandari |
||
Manoranjan |
||
Milind Kelkar |
||
Muralidhar Sundar |
||
Neerav Naik |
||
Nethravathy |
||
Nidhi Gupta |
||
Nikhil Deshpande |
||
Nikunj |
||
Pavan Bhat |
||
Pradeep |
||
Praveen Hullur |
||
Praveen Singh |
||
Pravin Nampoothiri |
||
Pritha Choudhuri |
||
Puneet Gulati |
||
R.Sowmya |
||
Rajneesh Khosla |
||
Rakesh Pande |
||
Reddy |
||
Ruchi Kapoor |
||
S. Deepak Kumar |
45
Sameer
|
||||
Santosh Ramji |
||||
Saurabh Chopra |
||||
Shravan |
||||
Sindhu Lekha |
||||
Siva Kumar H |
||||
Sneha Thakkar |
||||
Sooraj |
||||
Stephen Samuel |
||||
Stuti Dhandhania |
||||
Suchitra |
||||
Sudershan |
||||
Suresh Babu Perumal |
||||
Tarun Kumar Mukherjee |
||||
Varun Mohanpuria |
||||
VC.Radha |
||||
Vikas Verma |
||||
Vinay CR |
||||
Vinitha Unni |
||||
Vinoth Babu |
||||
Glen Springer |
||||
Infernotions Corporation |
||||
MS Krishnan |
||||
Witness:
/s/ V. Makesh |
||||
Name:
V. Makesh |
||||
Address:
51/A, 10th Cross, Govindappa Lane, Kodihalli, Bangalore — 8 |
||||
VINAY MISHRA |
||||
/s/
Vinay Mishra |
||||
Witness:
/s/ Shila Cyriac |
||||
Name:
Shila Cyriac |
||||
Address:
204 Ranka Corner, 14 Cambridge Road, Ulsoor Bangalore 560008 |
46
SHANKAR MARUWADA |
||||
/s/
Shankar Maruwada |
||||
Witness:
/s/ Rageshri Rautela |
||||
Name: Rageshri Rautela |
||||
Address:
5-A Krystal Apartments, 80 Feet Road, Indiranagar, Bangalore — 75 |
||||
FOR TAWNY DOVE LIMITED |
||||
/s/
K. Ganesh |
||||
(DIRECTOR) |
||||
Witness:
/s/ Jayanthi Srinivasan |
||||
Name: Jayanthi Srinivasan |
||||
Address:
108 Admiralty Manor, off 14th Cross Hal 2nd Stage, Bangalore 560008 |
||||
K. GANESH |
||||
/s/
K. Ganesh |
||||
Witness:
/s/ Tarun Kr. Mukherjee |
||||
Name: Tarun Kr. Mukherjee |
||||
Address:
1137, 100 Feet Road, Indiranagar, Bangalore — 560038 |
||||
| FOR SPARK CAPITAL ADVISORS (INDIA) PRIVATE LIMITED | ||||
/s/
Y. Rama Rao |
||||
Managing Director |
||||
Witness:
/s/ S. Venkataramanan |
||||
Name:
S. Venkataramanan |
||||
Address: |
||||
47
RAJI RAJU |
||||
/s/
Raji Raju |
||||
Witness:
/s/ S. Vijayaraghvan |
||||
Name: S. Vijayaraghvan |
||||
Address: |
||||
| FOR MARKETICS TECHNOLOGIES (INDIA) PRIVATE LIMITED | ||||
/s/
S. Ramakrishnan |
||||
(DIRECTOR) |
||||
Witness:
/s/ Ruchi Kapur |
||||
Name: Ruchi Kapur |
||||
Address: |
||||
48
| ON EFFECTIVE DATE | ||||||||
| Name | # of shares | % holding | ||||||
FOUNDERS: |
||||||||
S. Ramakrishnan
|
308,430 | 19.06 | % | |||||
Vinay Mishra
|
308,330 | 19.06 | % | |||||
Shankar Maruwada
|
308,340 | 19.06 | % | |||||
KEY EMPLOYEES: |
||||||||
Krishnaraj Venkatraman
|
73,970 | 4.57 | % | |||||
Anuradha Sharma
|
15,000 | 0.93 | % | |||||
Amitabh Bose
|
15,000 | 0.93 | % | |||||
Parthasarathy Vallabhajosyula
|
2,375 | 0.15 | % | |||||
Sanjit Bhoumik
|
5,000 | 0.31 | % | |||||
Rajesh Kumar Bhat
|
30,000 | 1.85 | % | |||||
Vijay Jumani
|
8,500 | 0.53 | % | |||||
Rajeev Sinha
|
1,000 | 0.06 | % | |||||
Rajesh Apkari
|
1,000 | 0.06 | % | |||||
Sanjay Dattatri
|
15,000 | 0.93 | % | |||||
OTHER EMPLOYEES: |
||||||||
Abhishek Ranjan Jha
|
250 | 0.02 | % | |||||
Ajay
|
500 | 0.03 | % | |||||
Aju Abraham
|
250 | 0.02 | % | |||||
Annie Thomas
|
1,000 | 0.06 | % | |||||
Arjun Madhavan
|
500 | 0.03 | % | |||||
Arpan Gupta
|
2,000 | 0.12 | % | |||||
Ashish Kumar
|
500 | 0.03 | % | |||||
Ashish Mahajan
|
500 | 0.03 | % | |||||
Bhargavi
|
250 | 0.02 | % | |||||
Charles
|
1,000 | 0.06 | % | |||||
Dechen
|
250 | 0.02 | % | |||||
Dibyojyoti Haldar
|
1,000 | 0.06 | % | |||||
Dipayan Chakraborty
|
4,000 | 0.25 | % | |||||
Doyel
|
500 | 0.03 | % | |||||
Durga Prasad
|
1,000 | 0.06 | % | |||||
Eronesu Kar
|
500 | 0.03 | % | |||||
G K Suresu Kumar
|
1,000 | 0.06 | % | |||||
G.Vijaya
|
500 | 0.03 | % | |||||
Gaurav Gupta
|
1,000 | 0.06 | % | |||||
Gautam Munshi
|
2,500 | 0.15 | % | |||||
Giridhar
|
1,500 | 0.09 | % | |||||
GKR Krishnan
|
3,000 | 0.19 | % | |||||
Hemalatha Dave
|
250 | 0.02 | % | |||||
49
| Name | ON EFFECTIVE DATE | |||||||
Kakul |
500 | 0.03 | % | |||||
Kamal Mishra |
1,500 | 0.09 | % | |||||
Krishnan Seshadri |
1,000 | 0.06 | % | |||||
Malavika |
250 | 0.02 | % | |||||
Malini |
250 | 0.02 | % | |||||
Manik Bhandari |
1,000 | 0.06 | % | |||||
Manoranjan |
500 | 0.03 | % | |||||
Milind Kelkar |
5,250 | 0.32 | % | |||||
Muralidhar Sundar |
500 | 0.03 | % | |||||
Neerav Naik |
1,000 | 0.06 | % | |||||
Nethravathy |
250 | 0.02 | % | |||||
Nidhi Gupta |
500 | 0.03 | % | |||||
Nikhil Deshpande |
250 | 0.02 | % | |||||
Nikunj |
500 | 0.03 | % | |||||
Pavan Bhat |
500 | 0.03 | % | |||||
Pradeep |
250 | 0.02 | % | |||||
Praveen Hullur |
500 | 0.03 | % | |||||
Praveen Singh |
500 | 0.03 | % | |||||
Pravin Nampoothiri |
500 | 0.03 | % | |||||
Pritha Choudhuri |
1,000 | 0.06 | % | |||||
Puneet Gulati |
500 | 0.03 | % | |||||
R.Sowmya |
500 | 0.03 | % | |||||
Rajneesh Khosla |
3,000 | 0.19 | % | |||||
Rakesh Pande |
1,000 | 0.06 | % | |||||
Reddy |
250 | 0.02 | % | |||||
Ruchi Kapoor |
1,875 | 0.12 | % | |||||
S. Deepak Kumar |
1,000 | 0.06 | % | |||||
Sameer |
2,000 | 0.12 | % | |||||
Santosh Ramji |
1,000 | 0.06 | % | |||||
Saurabh Chopra |
2,000 | 0.12 | % | |||||
| 1,000 | 0.06 | % | ||||||
Shravan |
500 | 0.03 | % | |||||
Sindhu Lekha |
250 | 0.02 | % | |||||
Siva Kumar H |
250 | 0.02 | % | |||||
Sneha Thakkar |
500 | 0.03 | % | |||||
Sooraj |
250 | 0.02 | % | |||||
Stephen Samuel |
3,000 | 0.19 | % | |||||
Stuti Dhandhania |
250 | 0.02 | % | |||||
Suchitra |
1,000 | 0.06 | % | |||||
Sudershan |
500 | 0.03 | % | |||||
Suresh Babu Perumal |
750 | 0.05 | % | |||||
Tarun Kumar Mukherjee |
250 | 0.02 | % | |||||
| 1,400 | 0.09 | % | ||||||
Varun Mohanpuria |
500 | 0.03 | % | |||||
50
| Name | ON EFFECTIVE DATE | |||||||
VC.Radha |
500 | 0.03 | % | |||||
Vikas Verma |
1,000 | 0.06 | % | |||||
Vinay CR |
2,000 | 0.12 | % | |||||
Vinitha Unni |
500 | 0.03 | % | |||||
Vinoth Babu |
250 | 0.02 | % | |||||
OTHER SHAREHOLDERS |
||||||||
Tawny Dove Ltd. |
180,830 | 11.18 | % | |||||
K. Ganesh |
56,900 | 3.52 | % | |||||
Spark Capital Advisors (India) Pvt Ltd. |
81,000 | 5.01 | % | |||||
Raji Raju |
71,470 | 4.42 | % | |||||
Glen M Springer |
38,710 | 2.39 | % | |||||
Infernotions Corporation |
20,670 | 1.28 | % | |||||
MS Krishnan |
8,510 | 0.53 | % | |||||
GRAND TOTAL |
1,618,060 | 100.00 | % | |||||
51
52
| Client | FY 07-08E Revenue ($k) | |||
GSK-EKC |
3,291 | |||
NDE Analytics |
2,202 | |||
GMAC |
213 | |||
Travelocity |
261 | |||
BA-KISS |
112 | |||
Dunnhumby |
755 | |||
AVIVA |
140 | |||
Armstrong |
1,044 | |||
EMC |
220 | |||
LMS Alcoa |
237 | |||
Total from existing clients |
8,475 | |||
| • | EMC Bear Stearns | |
| • | St Paul’s Travelers | |
| • | M&T Bank | |
| • | First Horizon Bank | |
| • | Aviva (pitching for additional work over and above what is currently being delivered) | |
| • | Daimler Chrysler and Daimler Chrysler Financial Services | |
| • | GM | |
| • | Kimberly Clarke | |
| • | Diageo | |
| • | Rio Tinto | |
| • | Herbal Life | |
| • | Pfizer | |
| • | Bristol Myers Squibb |
53
| 1. | The Founders (and in the case of sub-clause (u) of this Clause 1 of this Schedule 4, the Selling Shareholders) jointly and severally represent and warrant to the Purchaser as follows: | |
| (a) | Information |
| (b) | Organization and Capital Structure of the Company |
| (i) | The Company is a private limited company incorporated under the provisions of the Act. The Company is duly organized and validly existing under Applicable Law. The Company has the corporate power and authority to own, operate and use its assets and carry on the Business as now conducted. | ||
| (ii) | The authorized share capital of the Company is Rs. 20,00,000 (Rupees Twenty Lakhs only) divided into 20,00,000 (Twenty Lakh) Shares of Rupees one each. The issued and paid up share capital of the Company is Rs. 16,18,060 (Rupees Sixteen Lakhs, Eighteen Thousand and Sixty only) divided into 16,18,060 (Sixteen Lakhs, Eighteen Thousand and Sixty) Shares. Other than the Sale Shares, the Company has not issued any other shares of any nature whatsoever. There are no agreements, arrangements, options, warrants, calls or other rights relating to the issuance, sale or purchase of any of the Shares. There are no preemptive rights, rights of first refusal or other similar rights relating to any of the Shares. There are no voting trusts or other arrangements or understandings with respect to the voting of any of the Shares. Further, as on April 1, 2007 and the First Closing Date, there are no outstanding Stock Options (whether vested or not) which are capable of conversion into Shares of the Company. | ||
| (iii) | The Company has delivered a true and complete copy of its Charter Documents, amended to date and in full force and effect on the date hereof, the minutes of the proceedings of the Board of Directors, committees (if any) and shareholders for the past 4 (four) years to the Purchaser. The Company is not in violation of any of the provisions of its Charter |
54
| Documents. Also, to the best of the Knowledge of it’s Founders, the Company has not committed any default in filing of appropriate returns, statements, reports, and all other statutory requirements have been complied with. |
| (c) | Subsidiaries and Investments |
| (d) | Authority |
| (i) | The Company has the corporate power and authority to execute, deliver and perform the Definitive Agreements and any other documents which may be required to effect the transactions contemplated by the Definitive Agreements. Each of the Selling Shareholders has the authority to execute, deliver and perform the Definitive Agreements and the transactions contemplated by the Definitive Agreements, and has where necessary, obtained shareholder and/or other consents required for the same. The execution, delivery and performance by the Company of the Definitive Agreements to which it is a party has been duly authorized and approved by the Board of Directors. The execution, delivery and performance by each of the Selling Shareholders of each of the Definitive Agreements to which it is a party has been duly authorized and approved by any necessary corporate or other action. | ||
| (ii) | The execution, delivery and performance of the Definitive Agreements will not violate, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, modification, termination or cancellation or a loss of rights under any or all of the following: (1) any contract to which the Company or the Founders are parties; (2) any court order to which the Company or any Founder is a party or by which the Company or any Founder is bound; (3) any Laws affecting the Company or the Founders; or (4) any other binding obligations of the Company or the Founders. |
55
| (iii) | All Approvals or acts of, or the making by, the Company or the Founder(s) of any declarations, filings or registrations with any governmental bodies as may be required by Law in connection with the execution of the Definitive Agreements and the effecting of the transactions contemplated by the Definitive Agreements have been obtained and/or completed. |
| (e) | Financial Statements |
| (f) | Operations since -Balance Sheet Date |
| (i) | There has been no Material Adverse Effect and/or no event which would materially affect the ability of the Company to continue to operate the Business as conducted, or as contemplated by this Agreement. | ||
| (ii) | The Company has not issued or authorized for issuance any equity shares, bond, note or other security of the Company. |
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| (iii) | The Company has not without the consent of the Purchaser (if so required), incurred any material debt, obligation or liability that exceeds Rs. 5,00,000 in an individual transaction. | ||
| (iv) | The Company has not purchased, redeemed, allotted, or otherwise acquired, directly or indirectly, any share or shares of the Company’s capital. | ||
| (v) | The Company has not created, voluntarily or involuntarily, any Encumbrance upon any of its assets or properties. | ||
| (vi) | The Company has not sold any of its assets or properties which has a book value in excess of Rs. 1,00,000 (cumulative) per annum. | ||
| (vii) | The Company has not purchased any securities of any Person. | ||
| (viii) | The Company has not incurred any expenditure for the purchase, acquisition, construction or improvement of any equipment or capital asset in excess of Rs. 5,00,000 in an individual transaction. | ||
| (ix) | The Company has not made any loan to any Person in excess of Rs. 10 Lakhs in the aggregate. | ||
| (x) | The Company has not amended, terminated or failed to renew any material contract that is due for renewal. | ||
| (xi) | The Company has not failed to claim outstanding accounts receivables, deferred payments of accounts payable, or prepaid any obligation in excess of Rs. 10,00,000. | ||
| (xii) | The Company or its assets have not become subject to any Encumbrance. | ||
| (xiii) | The Company has not changed its accounting methods or practices or, written off any reserves other than as disclosed in the Balance Sheets. | ||
| (xiv) | The Company has not revalued its assets. | ||
| (xv) | To the best of the Founders’ Knowledge, the Company or its directors, officers or employees have not received any notices, or Knowledge of any nature whatsoever which would indicate litigation, liability, or any extraordinary cost from any third parties, past or present employees, or governmental bodies against the Company which would result in a Material Adverse Effect. | ||
| (xix) | As of Effective Date and the First Closing Date, the Company has not registered any transfer of Shares other than those recorded in the share transfer register of the Company as of the date hereof. |
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| (xxi) | The Company has adequately provided for all amounts (including Taxes) that should have been accounted for or reserved by it in the ordinary course of business in accordance with Indian GAAP and the same is reflected in the financial statements | ||
| (xxii) | The Company has not made any investments, save and except for investments in the Subsidiary and capital expenditure not exceeding USD 50,000/-. For the purposes of this clause, the term, “Investments” shall be deemed to exclude fixed deposits, mutual funds and other money market instruments. |
| (g) | No Undisclosed Liabilities |
| (i) | those set forth or adequately provided for in the Balance Sheet; and | ||
| (ii) | those incurred in the ordinary course of business since the Balance Sheet Date and consistent with past practice. |
| (h) | Taxes |
| (i) | The Company has filed or caused to be filed in a timely manner all Tax Returns required to be filed by the First Closing Date in accordance with applicable Laws. The Tax Returns filed by the Company have made disclosures as required under applicable Law and all Taxes (including withholding taxes) due as of the First Closing Date have been paid. Further, there are no claims, proceedings or actions pending or threatened to the Knowledge of the Founders or the Company, relating to Taxes, in respect of the Company. |
| (i) | Assets |
| (i) | All movable assets required for carrying on the Business of the Company as is presently being carried on are in normal working condition and good working order subject to normal wear and tear; and | ||
| (ii) | Except as disclosed in the Financial Statements, all the assets of the Company, whether movable or immovable, real or tangible, are free and clear of all Encumbrances of any nature whatsoever and other than the Company, no other party, including the Founders, has any subsisting rights, claim or title over such assets, including the right to possess or use such assets. Provided that the assets of the Company that are bonded in order to fulfill the requirements of Software Technology Park Scheme of India shall not be considered as Encumbered for the purposes of this Agreement. |
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| (iii) | The immovable assets of the Company, including, without limitation, equipment and machinery, owned, leased, or licensed by the Company or employed by it, are in serviceable condition and repair for use thereof in the ordinary course of business. |
| (j) | Property Leases |
| (i) | Copies of each contract under which the Company leases, holds or operates any real property owned by any third Person or subleases any real property to any third Person has been made available to the Purchaser as listed in Schedule J hereto. | ||
| (ii) | No material breach of any covenant affecting the freehold or leasehold title to any asset of the Company has occurred and in relation to each leasehold property, the rent has been paid in accordance with the relevant agreements. There do not exist any easements over the immovable assets, which would materially affect the Company’s use and enjoyment of the immovable assets. | ||
| (iii) | Where any immovable and movable assets are used in the Business but not owned by the Company or any facilities or services are provided to the Company by any third party, there has not occurred any event of default or any other event or circumstance, which may entitle any third party to terminate any agreement or license in respect of the provision of such facilities or services (or any event or circumstance which with the giving of notice and/or the lapse of time and/or a relevant determination would constitute such an event or circumstance). |
| (k) | Governmental Permits |
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| (l) | Intellectual Property |
| (i) | The Company as reasonably permitted and disclosed, owns all the Intellectual Property. For the purposes of this Clause, the term “Intellectual Property” shall include all of the following categories of Intellectual Property owned by the Company: |
| (1) | copyrights and all renewals thereof on software developed by the Company; | ||
| (2) | trademarks, trade names, service marks, service names, logos and corporate names, both primary and secondary, together with all goodwill associated therewith and including, without limitation, all translations, adaptations, combinations and derivations of each of the foregoing; | ||
| (3) | all other intellectual property, including but not limited to design rights, trade names and domain names; |
| (ii) | The Intellectual Property is fully transferable, assignable, alienable and licensable by the Company following the Effective Date without restriction and without payment of any kind to any third party. |
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| (iii) | The Intellectual Property is free and clear of any liens, charges or any Encumbrance by whatever name and is freely transferable at the option of the Company. | ||
| (iv) | In each case in which the Company has acquired the Intellectual Property from any Person (including any Affiliate), the Company has obtained a valid and enforceable assignment sufficient to irrevocably transfer all rights in such Intellectual Property (including the right to seek past and future damages with respect thereto) to the Company. The Company has recorded each such assignment of the Intellectual Property with the appropriate authority. | ||
| (v) | The Company has no Knowledge of any facts or circumstances that would render any Intellectual Property rights invalid or unenforceable. | ||
| (vi) | The Company has not transferred ownership of, or granted any exclusive license of or right to use, or authorized the retention of any exclusive rights to use or joint ownership of, any Intellectual Property to any other Person (including to any Affiliate of Company). The Company has not allowed the Company’s rights in the Intellectual Property to lapse or enter the public domain. | ||
| (vii) | There are no contracts, licenses or agreements between the Company and any other Person with respect to any rights on the Intellectual Property, under which there is any dispute regarding the scope of such agreement, or performance under such agreement, including with respect to any payments to be made or received by the Company thereunder. | ||
| (viii) | To the Knowledge of the Founders, there is no suit, or notice whether pending for infringement against any of the Intellectual Property or against the Company for infringement of intellectual property rights of any third parties. |
| (m) | Subsidiary |
| (i) | That the Subsidiary is a 100% subsidiary of the Company. For the purposes this sub-clause (m) the Company shall be referred to as the “Parent’. | ||
| (ii) | Other than Parent, the Subsidiary has no other affiliate or subsidiaries. | ||
| (iii) | The Subsidiary’s employees use the Connecticut location for all written communications including business cards and e-mail return addresses. |
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| (iv) | Subsidiary has no office outside the United States of America. | ||
| (v) | As to the Subsidiary, there have been no circumstances which have given rise to any insolvency proceedings occurring. For the purposes of this sub-clause, the term “insolvency proceedings” includes any form of bankruptcy, liquidation, receivership, administration, arrangement or plan with creditors, moratorium, stay or limitation of creditors’ rights, interim or provisional supervision by the court or court appointee, whether in the jurisdiction of the place of control, or of incorporation or residence, or elsewhere. | ||
| (vi) | The Subsidiary and their respective directors, officers and employees has complied with all US federal, state and local statutory and regulatory duties. | ||
| (vii) | The Subsidiary has been duly qualified to transact business as a foreign operating company in every state and other jurisdiction where it has conducted business and its in good standing (including for tax matters) in each such jurisdiction, and has received no notices of default, violation or breach of any of them. | ||
| (viii) | The Company has provided to the Purchaser copies of all agency, distributorship, marketing, purchasing, manufacturing or licensing agreements or arrangements to which the Subsidiary and/or any of its subsidiaries is a party. | ||
| (ix) | There is/ are no agreement(s) to which the Subsidiary is a party, which in any way restricts its freedom to carry on its business in the United States of America | ||
| (x) | There is/are no agreement(s) or arrangement(s), to which the Subsidiary is a party, and which: |
| a. | infringes any relevant anti-trust or similar legislation in any jurisdiction in which the Subsidiary carries on business or has assets or sales; or | ||
| b. | is void or unenforceable (whether in whole or in part) or may render the Subsidiary liable to proceedings under any such legislation as is referred to in sub-paragraph (a) above. |
| (xi) | There is/are no agreement(s) or arrangement(s) for any business practices to which the Subsidiary is now a party, or has been a party during the last two years, in respect of which: |
| a. | any request for information, statement of objections or similar matter has been received from any court, tribunal, governmental, national or supra-national authority; or |
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| b. | any correspondence has been conducted between the Subsidiary and any court, tribunal, governmental, national or supra-national authority. |
| (xii) | There are no business machinery and equipment, motor vehicles any other fixed assets owned by the Subsidiary. | ||
| (xiii) | The Subsidiary has not entered into any hire purchase and leasing contracts with respect to any fixed assets. | ||
| (xiv) | There are no real properties owned, controlled, used or occupied by the Subsidiary (including any freehold, leasehold, mortgages). | ||
| (xv) | The Subsidiary has no equipment which is not: (a) in good repair and condition and/ or (b) in satisfactory working order and/or (c) properly serviced and maintained and/ or (d) in surplus to requirements of the business of the Subsidiary; | ||
| (xvi) | The Subsidiary’s authorised share capital is 1,000 shares of common stock, on par value per share. | ||
| (xvii) | The issued share capital of each class (indicating which shares are not fully paid up or credited as fully paid up) is: 1,000 shares of common stock. | ||
| (xviii) | There are no treasury shares, share option agreements or arrangements and/or pre-emption rights and/or conversion rights over the Subsidiary’s share capital (whether issued or not). | ||
| (xix) | There are no liens, mortgages, charges or encumbrances over the share capital of the Subsidiary or to the best of Knowledge of the Founders. | ||
| (xx) | There are no contracts entered into by the Subsidiary within the past two years which are not entirely of an arm’s length nature. | ||
| (xxi) | There are no breaches of contract which may have given rise to any, litigation, arbitration or any other dispute resolution procedure involving the Subsidiary. Further, to the best of Knowledge of the Founders, there are no potential litigations against the Company and the Subsidiary. | ||
| (xxii) | There is no default by the Subsidiary and/or its subsidiaries under any agreement, trust deed, instrument or arrangement. |
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| (xxiii) | There are no existing or pending litigations or judgments affecting the Subsidiary and/or its assets. | ||
| (xxiv) | There is no investigation, inquiry or enforcement proceedings or process by any governmental, administrative or regulatory body. . Further, to the best of Knowledge of the Founders there are no potential investigation, inquiry or enforcement proceedings or process by any governmental, administrative or regulatory body against the Company and the Subsidiary. | ||
| (xxv) | All current employees of the Subsidiary have signed the three-page “Terms and Conditions of Employment” bearing 10 numbered paragraphs, in the form submitted to Purchaser on or about March 27, 2007 by Debbie Brosy. The Subsidiary retains one original fully executed original of each such document. | ||
| (xxvi) | The Company has presumed that all persons classified as consultants have been properly classified for all regulatory, tax and compliance purposes, and the Subsidiary is not liable for any taxes, insurance, compensation, pension or employment plan, registration, interest, penalties or other liabilities as to any consultant under applicable employment law. | ||
| (xxvii) | The Subsidiary has paid in full to all its employees or adequately accrued for in accordance with U.S. GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees. | ||
| (xxviii) | The Subsidiary has no: |
| a. | employee benefit plans (as defined in of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and no bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Subsidiary is a party, with respect to which the Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Subsidiary for the benefit of any current or former employee, officer or director of the Subsidiary, other than the retention bonus as reflected in the Balance Sheets. | ||
| b. | employee benefit plan for which the Subsidiary could incur liability in the event such plan has been or were to be terminated; |
64
| c. | contracts, arrangements or understandings between the Selling Shareholder or any of their Affiliates and any employee of the Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to the sale or change in control of the Subsidiary. |
| (xxix) | The Subsidiary is not liable to any third party for any infringement of intellectual property (including without limitation any patent, copyright, trade secret, or trademark) of a third party. Neither Parent nor Subsidiary has any actual notice of any claims or to the best of Knowledge of the Founders, there are no threatened claims of any such possible infringement or that any intellectual property of the Parent or Subsidiary is not validly owned by such entity. |
| (n) | Liability |
| (i) | The Company does not have any pending claim/ litigation arising out of any injury to individuals or property as a result of the use of any services of the Company | ||
| (ii) | There are no loans taken, guarantees issued and other similar obligation assumed by the Company,. | ||
| (iii) | To the best of the Knowledge and belief of the Founders, there are no outstanding claims/liabilities of and/or against the Company that have resulted in the Company being in default of the above obligations or the above obligations being invoked, as applicable. |
| (o) | Compliance with Laws and Litigation |
| (i) | The Company has complied with all Applicable Laws, is not in violation in respect of any Law, and has not received any notices of violation of any Law with respect to the conduct of Business or the ownership or operation of its assets. The Company has also complied with all US Laws and regulatory duties including all federal, state and local laws in so far as it relates to applicable Customer Contracts. | ||
| (ii) | There is no private or governmental action, suit proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, which, is ongoing or to the Knowledge of the Founders, is threatened against the Company. | ||
| (iii) | There is no judgment, decree or order against the Company, or any of its Founders (in their capacities as such), that could prevent, enjoin, or materially alter or delay any of the transactions contemplated by this Agreement, or that may be material to the Purchaser. |
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| (iv) | The Company does not have any pending litigations from Tax or other authorities under any Law in force which currently have a bearing on the Business. |
| (p) | Insurance |
| (i) | The list of all insurance policies covering the assets, business, equipment, properties and liabilities of the Company as set out in Schedule P has been provided to the Purchaser. | ||
| (ii) | The insurance policies provide sufficient cover, commensurate as per normal industry practice, against any injury, damage, loss, harm of the entire assets, stock, machinery, stock in transit, liability and/or services of the Company. | ||
| (iii) | There is no claim by the Company pending under any of such policies. | ||
| (iv) | All premiums due and payable under all such policies have been paid and the Company is otherwise in compliance with the terms of such policies. There is no threatened termination of, or material premium increase with respect to, any of such policies in excess of Rs. 50,000. | ||
| (v) | There are no insurance claims and liabilities, outstanding or otherwise, payable to any Person by the Company in excess of Rs. 5,00,000. | ||
| (vi) | The Company and the Subsidiary have taken necessary insurance policies required to be taken under any of the Customer Contracts and all the insurance policies so taken are valid and subsisting. |
| (q) | Contracts |
| (i) | A list of all the existing Customer Contracts, and employee contracts for Key Employees, to which the Company is a party or by which it is bound, is as set out in Schedule Q, and has been provided to the Purchaser. | ||
| (ii) | Each of the contracts to which the Company is a party (“Business Agreements”) constitutes a valid and binding obligation of the Company. |
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| (iii) | Each of the contracts listed in (i) above, are in full force and will continue in full force and effect after the Effective Date without the consent, approval or act of, or the making of any filing with, any other party. The Company is not in material breach or default under any of the Business Agreements. |
| (r) | Banks |
| (s) | Potential Conflicts of Interest |
| (i) | owns, directly or indirectly, any interest in, or is an officer, director, employee or consultant of, any Person that is, or is engaged in business similar to the Business as, a current competitor; | ||
| (ii) | owns, directly or indirectly, in whole or in part, any intellectual or other property that the Company uses in the conduct of the Business; | ||
| (iii) | has any claim whatsoever against, or owes any amount to, the Company, and | ||
| (iv) | has any agreement in relation to matters set out in (i) to (iii) above existing on the date hereof. |
| (t) | Information Technology Matters: |
| (i) | The use of the computer systems by the Company does not to the best of the Knowledge of the Founders, infringe the intellectual property rights of any third party. | ||
| (ii) | The Company has exclusive control of the operation of the computer systems and of the storage, processing and retrieval of all data stored on the computer systems and any intellectual property rights in such data are owned solely by the Company other than data provided by clients of the Company and consultants in the ordinary course of business. |
| (u) | Good Title |
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| (v) | Employees |
| (i) | To the best of the Knowledge of the Founders and based on the information obtained by them from the Employees, the details disclosed to the Purchaser by the Founders about the employees as set out in Schedule 5 are accurate, up to date and complete in all respects and not misleading in any manner. The particulars of the terms and conditions of employment of the employees as set out in Schedule 5 are accurate, up to date and complete in all respects and not misleading. | ||
| (ii) | There are no employment-related disputes involving the employees as party (ies), or otherwise affecting their rights or obligations under the relevant employment agreement, pending or threatened against the Company and the Founders. | ||
| (iii) | There is no industrial or trade dispute or any dispute or negotiation regarding a claim with any trade union. | ||
| (iv) | To the best of the Founders’ Knowledge, no director or other Key Employee has received written intimation of their intent to terminate his/her employment with the Company as a result of the transactions contemplated by this Agreement or otherwise. |
| (y) | Related Party Transactions |
| (i) | The Company is not party to any transactions with any of its related parties, being a related party as defined under the Act, or any directors, officers, employees, or Affiliates of the Company. | ||
| (ii) | No related party or any member of his or her immediate family is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any of them |
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| (zb) | Other |
| (i) | To the best of the Knowledge of the Founders, the Historical Revenue and PAT for the Company is in line with Indian GAAP and normal business practices of the past Knowledge | ||
| (ii) | Each of the representations and warranties shall be construed as a separate representation, warranty, covenant or undertaking, as the case may be, and shall not be limited by the terms of any other representation or warranty or by any other term of this Agreement. | ||
| (iii) | There have been no Stock Options (whether vested or not) capable of being converted into Shares at any time in future and the shareholding pattern of the Company, as of the date of this Agreement and immediately prior to the First Closing Date, is as set forth in Schedule 1 hereof. | ||
| (iv) | The Company, as of the date of this Agreement, is not in anyway indebted to any third party with respect to any loans, advances, financial assistance or credit facilities provided to the Company (Customer Advances and Current Liabilities and Provisions including employee, vendor and creditor dues shall not be treated as instances of indebtedness of the Company); | ||
| (v) | The Company has not, as of the date of this Agreement, availed of any foreign currency denominated loans; | ||
| (vi) | As of the First Closing Date, other than the shareholders agreements terminated in accordance with Clause 3.2 (j), there exists no other agreements relating to the Shares and governance of the Company. |
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| Date of | Remuneration | |||||||||
| Employee | Employee ID | Designation | Joining | Paid (Rs.) | ||||||
Amitabh Bose
|
MKT-138 | VP— Client Services | 19-Sep-05 | 30,00,000 | ||||||
Anuradha Sharma
|
MKT-026 | Chief Analytics Officer | 10-Aug-03 | 28,00,000 | ||||||
Sanjit Bhoumik
|
MKT-172 | Director— Client Services | 21-Feb-06 | 20,00,000 | ||||||
Rajeev Sinha
|
MKT-132 | Director— Client Services | 6-Sep-05 | 16,00,000 | ||||||
Parthasarathy Vallabajosyula |
MKT-021 | Director— Client Services | 1-Sep-03 | 20,00,000 | ||||||
V.Krishnaraj
|
MKT-046 | VP Client Services | 14-Jul-04 | 24,00,000 | ||||||
Raj Bhatt
|
MKT-228 | VP Client Services | 6-Jul-06 | 25,00,000 | ||||||
Sanjay Dattatri
|
MKT-289 | VP Bazaar Buzz | 1-Mar-07 | 14,00,000 | ||||||
Rajesh Apkari
|
MKT-150 | CTO | 3-Nov-05 | 17,00,000 | ||||||
Vijay Jumanni
|
MKT-005 | Director— Business Dev | 1 Jan 03 | 16,00,000 | ||||||
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| Loan | No. of | |||||||||
| Sl. Nos. | Employee Name | (Amount in Rs.) | Shares | |||||||
1
|
Abhishek Ranjan Jha | 17,177.50 | 250 | |||||||
2
|
Ajay | 34,355.00 | 500 | |||||||
3
|
Aju Abraham | 17,177.50 | 250 | |||||||
4
|
Amitabh Bose | 840,000.00 | 15,000 | |||||||
5
|
Annie Thomas | 56,000.00 | 1,000 | |||||||
6
|
Anuradha Sharma | 530,186.25 | 9,750 | |||||||
7
|
Arjun Madhavan | 34,355.00 | 500 | |||||||
8
|
Arpan Gupta | 12,765.60 | 600 | |||||||
9
|
Ashish Kumar | 34,355.00 | 500 | |||||||
10
|
Ashish Mahajan | 34,355.00 | 500 | |||||||
11
|
Bhargavi | 17,177.50 | 250 | |||||||
12
|
Charles | 68,710.00 | 1,000 | |||||||
13
|
Dechen | 17,177.50 | 250 | |||||||
14
|
Dibyojyoti Haldar | 56,000.00 | 1,000 | |||||||
15
|
Dipayan Chakraborty | 74,654.50 | 1,900 | |||||||
16
|
Doyel | 34,355.00 | 500 | |||||||
17
|
Durga Prasad | 56,000.00 | 1,000 | |||||||
18
|
Eronesu Kar | 34,355.00 | 500 | |||||||
19
|
G K Suresu Kumar | 6,610.00 | 1,000 | |||||||
20
|
G.Vijaya | 34,355.00 | 500 | |||||||
21
|
Gaurav Gupta | 56,000.00 | 1,000 | |||||||
22
|
Gautam Munshi | 159,065.00 | 2,500 | |||||||
23
|
Giridhar | 90,355.00 | 1,500 | |||||||
24
|
GKR Krishnan | 5,944.50 | 900 | |||||||
25
|
Hemalatha Dave | 17,177.50 | 250 | |||||||
26
|
Kakul Paul | 34,355.00 | 500 | |||||||
27
|
Kamal Mishra | 90,355.00 | 1,500 | |||||||
28
|
Krishnan Seshadri | 68,710.00 | 1,000 | |||||||
29
|
Malavika | 17,177.50 | 250 | |||||||
30
|
Malini | 17,177.50 | 250 | |||||||
31
|
Manik Bhandari | 68,710.00 | 1,000 | |||||||
32
|
Manoranjan Pattanayak | 34,355.00 | 500 | |||||||
33
|
Muralidhar Sundar | 34,355.00 | 500 | |||||||
34
|
Neerav Naik | 21,276.00 | 1,000 | |||||||
35
|
Nethravathy | 17,177.50 | 250 | |||||||
36
|
Nidhi Gupta | 34,355.00 | 500 | |||||||
37
|
Nikhil Deshpande | 17,177.50 | 250 | |||||||
38
|
Nikunj | 34,355.00 | 500 | |||||||
39
|
Parthasarathy Vallabhajosyula | 101,086.25 | 2,375 | |||||||
40
|
Pavan Bhat | 34,355.00 | 500 | |||||||
41
|
Pradeep | 17,177.50 | 250 | |||||||
42
|
Praveen Hullur | 34,355.00 | 500 | |||||||
43
|
Praveen Singh | 34,355.00 | 500 | |||||||
71
| Loan | No. of | ||||||||||
| Sl. Nos. | Employee Name | (Amount in Rs.) | Shares | ||||||||
44
|
Pravin Nampoothiri | 34,355.00 | 500 | ||||||||
45
|
Pritha Choudhuri | 56,000.00 | 1,000 | ||||||||
46
|
R.Sowmya | 34,355.00 | 500 | ||||||||
47
|
Rajeev Sinha | 68,710.00 | 1,000 | ||||||||
48
|
Rajesh Apkari | 68,710.00 | 1,000 | ||||||||
49
|
Rajesh Kumar Bhatt | 1,680,000.00 | 30,000 | ||||||||
50
|
Rajneesh Khosla | 5,944.50 | 900 | ||||||||
51
|
Rakesh Pande | 68,710.00 | 1,000 | ||||||||
52
|
Reddy | 17,177.50 | 250 | ||||||||
53
|
Ruchi Kapoor | 128,831.25 | 1,875 | ||||||||
54
|
S. Deepak Kumar | 68,710.00 | 1,000 | ||||||||
55
|
Sameer | 137,420.00 | 2,000 | ||||||||
56
|
Sanjay Dattatri | 1,030,650.00 | 15,000 | ||||||||
57
|
Sanjit Bhoumik | 280,000.00 | 5,000 | ||||||||
58
|
Santosh Ramji | 21,276.00 | 1,000 | ||||||||
59
|
Shila Cyriac | 21,276.00 | 1,000 | ||||||||
60
|
Shravan | 34,355.00 | 500 | ||||||||
61
|
Sindhu Lekha | 17,177.50 | 250 | ||||||||
62
|
Siva Kumar H | 17,177.50 | 250 | ||||||||
63
|
Sneha Thakkar | 34,355.00 | 500 | ||||||||
64
|
Sooraj | 17,177.50 | 250 | ||||||||
65
|
Stuti Dhandhania | 17,177.50 | 250 | ||||||||
66
|
Suchitra | 56,000.00 | 1,000 | ||||||||
67
|
Sudershan | 34,355.00 | 500 | ||||||||
68
|
Suresh Babu Perumal | 51,532.50 | 750 | ||||||||
69
|
Tarun Kumar Mukherjee | 17,177.50 | 250 | ||||||||
70
|
V Krishnaraj | 1,172,879.70 | 17,070 | ||||||||
71
|
V. Makesh | 83,484.00 | 1,400 | ||||||||
72
|
Varun Mohanpuria | 34,355.00 | 500 | ||||||||
73
|
VC.Radha | 34,355.00 | 500 | ||||||||
74
|
Vijay Jumani | 83,571.25 | 3,250 | ||||||||
75
|
Vikas Verma | 68,710.00 | 1,000 | ||||||||
76
|
Vinitha Unni | 34,355.00 | 500 | ||||||||
77
|
Vinoth Babu | 17,177.50 | 250 | ||||||||
| Total | 8,597,025.80 | 146,770.00 | |||||||||
| Marketics Inc. | |||||||||||
| Loan | No. of | ||||||||||
| Sl. Nos. | Employee Name | (Amount in Rs.) | Shares | ||||||||
1
|
Vinay CR | 3,038 | 2,000 | ||||||||
| Total | 3,038 | 2,000 | |||||||||
72
73
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
FOUNDERS: |
||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO.340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 004701504081 OF Mr. S.Ramakrishnan WITH | ||||||||||
S. Ramakrishnan |
ICICI BANK LTD, BRANCH...(sol id 0047) | 308,430 | 19.06% | 231,631 | 5,240,691 | |||||
74
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 | ||||||||||
| OF ICICI BANK LIMITED, MUMBAI, GTSU | ||||||||||
| Chase a/c (CHIPS UID NO.340828) | ||||||||||
| (SWIFT CODE: ICICINBBXXX) WITH CHASE | ||||||||||
Vinay Mishra |
MANHATTAN BANK, NEW YORK (SWIFT ID: | |||||||||
| CHASUS33XXX) ADVISING THEM THIS | ||||||||||
| REMITTANCE FOR FURTHER CREDIT TO | ||||||||||
| ACCOUNT NO 003201021952 OF Mr. Vinay Mishra WITH ICICI BANK LTD, BRANCH...(sol id 0032) | 308,330 | 19.06% | 231,556 | 5,238,994 | ||||||
Shankar Maruwada |
FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO.340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901549688 OF Mr.Shankar Maruwada WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 308,340 | 19.06% | 231,563 | 5,239,152 | |||||
KEY |
||||||||||
EMPLOYEES: |
||||||||||
| Krishnaraj Venkatraman | FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO.340828) (SWIFT CODE: | 73,970 | 4.57% | 55,551 | 1,256,851 | |||||
75
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 007801011013 OF Mr. Krishnaraj | ||||||||||
| Venkataraman WITH ICICI BANK LTD, | ||||||||||
| BRANCH...(sol id 0078) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
Anuradha |
016901514118 OF Ms. Anuradha Sharma WITH | |||||||||
Sharma |
ICICI BANK LTD, BRANCH...(sol id 0169) | 15,000 | 0.93% | 11,265 | 254,873 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901009974 OF Mr. Amitabh Bose WITH | ||||||||||
Amitabh Bose |
ICICI BANK LTD, BRANCH...(sol id 0169) | 15,000 | 0.93% | 11,265 | 254,873 | |||||
76
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901514122 OF Mr. Parthasarathy | ||||||||||
Parthasarathy |
Vallabhajosyula WITH ICICI BANK LTD, | |||||||||
Vallabhajosyula |
BRANCH...(sol id 0169) | 2,375 | 0.15% | 1,784 | 40,363 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901534497 OF Mr. Sanjit Bhoumik WITH | ||||||||||
Sanjit Bhoumik |
ICICI BANK LTD, BRANCH...(sol id 0169) | 5,000 | 0.31% | 3,755 | 84,958 | |||||
77
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 625301525913 OF Mr. Rajesh Kumar Bhat | ||||||||||
Rajesh Kumar |
WITH ICICI BANK LTD, BRANCH...(sol id | |||||||||
Bhat |
6253) | 30,000 | 1.85% | 22,530 | 509,745 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901005388 OF Mr. Vijay Jumani WITH | ||||||||||
Vijay Jumani |
ICICI BANK LTD, BRANCH...(sol id 0169) | 8,500 | 0.53% | 6,383 | 144,416 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901530072 OF Mr. Rajeev Sinha WITH | ||||||||||
Rajeev Sinha |
ICICI BANK LTD, BRANCH...(sol id 0169) | 1,000 | 0.06% | 751 | 16,992 | |||||
78
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO.340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901507029 OF Mr. Rajesh Apkari WITH | ||||||||||
Rajesh Apkari |
ICICI BANK LTD, BRANCH...(sol id 0169) | 1,000 | 0.06% | 751 | 16,992 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO.340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 625101508564 OF Mr. Sanjay Dattatri WITH | ||||||||||
Sanjay Dattatri |
ICICI BANK LTD, BRANCH...(sol id 6251) | 15,000 | 0.93% | 11,265 | 254,873 | |||||
| OTHER EMPLOYEES: | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO.340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016001004936 OF Mr. Abhishek Ranjan Jha | ||||||||||
Abhishek |
WITH ICICI BANK LTD, BRANCH...(sol id | |||||||||
Ranjan Jha |
0160) | 250 | 0.02% | 188 | 4,254 | |||||
79
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 625301525912 OF Mr. Ajay WITH ICICI BANK | ||||||||||
Ajay |
LTD, BRANCH...(sol id 6253) | 500 | 0.03% | 376 | 8,507 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901524048 OF Mr. Aju Abraham WITH | ||||||||||
Aju Abraham |
ICICI BANK LTD, BRANCH...(sol id 0169) | 250 | 0.02% | 188 | 4,254 | |||||
80
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901518033 OF Ms. Annie Thomas WITH | ||||||||||
Annie Thomas |
ICICI BANK LTD, BRANCH...(sol id 0169) | 1,000 | 0.06% | 751 | 16,992 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901523793 OF Mr. Arjun Madhavan WITH | ||||||||||
Arjun Madhavan |
ICICI BANK LTD, BRANCH...(sol id 0169) | 500 | 0.03% | 375 | 8,484 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 004701509444 OF Mr. Arpan Gupta WITH | ||||||||||
Arpan Gupta |
ICICI BANK LTD, BRANCH...(sol id 0047) | 2,000 | 0.12% | 1,502 | 33,983 | |||||
81
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901533783 OF Mr. Ashish Kumar WITH | ||||||||||
Ashish Kumar |
ICICI BANK LTD, BRANCH...(sol id 0169) | 500 | 0.03% | 376 | 8,507 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 004701519129 OF Mr. Ashish Mahajan WITH | ||||||||||
Ashish Mahajan |
ICICI BANK LTD, BRANCH...(sol id 0047) | 500 | 0.03% | 376 | 8,507 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901531922 OF Ms. Bhargavi WITH ICICI | ||||||||||
Bhargavi |
BANK LTD, BRANCH...(sol id 0169) | 250 | 0.02% | 188 | 4,254 | |||||
82
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901528122 OF Mr. Charles WITH ICICI | ||||||||||
Charles |
BANK LTD, BRANCH...(sol id 0169) | 1,000 | 0.06% | 751 | 16,992 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901524633 OF Ms. Dechen WITH ICICI | ||||||||||
Dechen |
BANK LTD, BRANCH...(sol id 0169) | 250 | 0.02% | 187 | 4,231 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901529089 OF Mr. Dibyojyoti Haldar | ||||||||||
Dibyojyoti |
WITH ICICI BANK LTD, BRANCH...(sol id | |||||||||
Haldar |
0169) | 1,000 | 0.06% | 751 | 16,992 | |||||
83
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901516063 OF Mr. Dipayan Chakraborty | ||||||||||
Dipayan |
WITH ICICI BANK LTD, BRANCH...(sol id | |||||||||
Chakraborty |
0169) | 4,000 | 0.25% | 3,004 | 67,966 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 000201071697 OF Ms. Doyel WITH ICICI | ||||||||||
Doyel |
BANK LTD, BRANCH...(sol id 0002) | 500 | 0.03% | 376 | 8,507 | |||||
84
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 000401552050 OF Mr. Durga Prasad WITH | ||||||||||
Durga Prasad |
ICICI BANK LTD, BRANCH...(sol id 0004) | 1,000 | 0.06% | 751 | 16,992 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901505373 OF Mr. Eronesu Kar WITH | ||||||||||
Eronesu Kar |
ICICI BANK LTD, BRANCH...(sol id 0169) | 500 | 0.03% | 376 | 8,507 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 004701506072 OF Mr. G K Suresu Kumar | ||||||||||
G K Suresu |
WITH ICICI BANK LTD, BRANCH...(sol id | |||||||||
Kumar |
0047) | 1,000 | 0.06% | 751 | 16,992 | |||||
85
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901529297 OF Ms. G.Vijaya WITH ICICI | ||||||||||
G.Vijaya |
BANK LTD, BRANCH...(sol id 0169) | 500 | 0.03% | 376 | 8,507 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 000201525481 OF Mr. Gaurav Gupta WITH | ||||||||||
Gaurav Gupta |
ICICI BANK LTD, BRANCH...(sol id 0002) | 1,000 | 0.06% | 751 | 16,992 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901531307 OF Mr. Gautam Munshi WITH | ||||||||||
Gautam Munshi |
ICICI BANK LTD, BRANCH...(sol id 0169) | 2,500 | 0.15% | 1,877 | 42,467 | |||||
86
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 008401001621 OF Mr. Giridhar WITH ICICI | ||||||||||
Giridhar |
BANK LTD, BRANCH...(sol id 0084) | 1,500 | 0.09% | 1,127 | 25,499 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 004701504030 OF Mr. GKR Krishnan WITH | ||||||||||
GKR Krishnan |
ICICI BANK LTD, BRANCH...(sol id 0047) | 3,000 | 0.19% | 2,253 | 50,975 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901550116 OF Ms. Hemalatha Dave WITH | ||||||||||
Hemalatha Dave |
ICICI BANK LTD, BRANCH...(sol id 0169) | 250 | 0.02% | 187 | 4,231 | |||||
87
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 029801502445 OF Ms. Kakul WITH ICICI | ||||||||||
Kakul |
BANK LTD, BRANCH...(sol id 0298) | 500 | 0.03% | 376 | 8,507 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901527407OF Mr. Kamal Mishra WITH | ||||||||||
Kamal Mishra |
ICICI BANK LTD, BRANCH...(sol id 0169) | 1,500 | 0.09% | 1,127 | 25,499 | |||||
88
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 603701508379 OF Mr. Krishnan Seshadri | ||||||||||
Krishnan |
WITH ICICI BANK LTD, BRANCH...(sol id | |||||||||
Seshadri |
6037) | 1,000 | 0.06% | 751 | 16,992 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901529769 OF Ms. Malavika WITH ICICI | ||||||||||
Malavika |
BANK LTD, BRANCH...(sol id 0169) | 250 | 0.02% | 187 | 4,231 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901535674 OF Ms. Malini WITH ICICI | ||||||||||
Malini |
BANK LTD, BRANCH...(sol id 0169) | 250 | 0.02% | 188 | 4,254 | |||||
89
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| DBS Bank Limited | ||||||||||
| (A/c No. 024-5-020793) | ||||||||||
| # 6 Shenton Way DBS Building Singapore -068809 | ||||||||||
Manik Bhandari |
SWIFT CODE: DBSSSGSG | 1,000 | 0.06% | 751 | 16,992 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 625401511270 OF Mr. Manoranjan WITH | ||||||||||
Manoranjan |
ICICI BANK LTD, BRANCH...(sol id 6254) | 500 | 0.03% | 376 | 8,507 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901511343 OF Mr. Milind Kelkar WITH | ||||||||||
Milind Kelkar |
ICICI BANK LTD, BRANCH...(sol id 0169) | 5,250 | 0.32% | 3,943 | 89,211 | |||||
90
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 000201552860 OF Mr. Muralidhar Sundar | ||||||||||
Muralidhar |
WITH ICICI BANK LTD, BRANCH...(sol id | |||||||||
Sundar |
0002) | 500 | 0.03% | 376 | 8,507 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901514117 OF Mr. Neerav Naik WITH | ||||||||||
Neerav Naik |
ICICI BANK LTD, BRANCH...(sol id 0169) | 1,000 | 0.06% | 751 | 16,992 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901519378 OF Ms. Nethravathy WITH | ||||||||||
Nethravathy |
ICICI BANK LTD, BRANCH...(sol id 0169) | 250 | 0.02% | 188 | 4,254 | |||||
91
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 004701532206 OF Ms. Nidhi Gupta WITH | ||||||||||
Nidhi Gupta |
ICICI BANK LTD, BRANCH...(sol id 0047) | 500 | 0.03% | 376 | 8,507 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901528068 OF Mr. Nikhil Deshpande | ||||||||||
Nikhil |
WITH ICICI BANK LTD, BRANCH...(sol id | |||||||||
Deshpande |
0169) | 250 | 0.02% | 188 | 4,254 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901537242 OF Mr. Nikunj WITH ICICI | ||||||||||
Nikunj |
BANK LTD, BRANCH...(sol id 0169) | 500 | 0.03% | 375 | 8,484 | |||||
92
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901529275 OF Mr. Pavan Bhat WITH | ||||||||||
Pavan Bhat |
ICICI BANK LTD, BRANCH...(sol id 0169) | 500 | 0.03% | 376 | 8,507 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901515833 OF Mr. Pradeep WITH ICICI | ||||||||||
Pradeep |
BANK LTD, BRANCH...(sol id 0169) | 250 | 0.02% | 188 | 4,254 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901524046 OF Mr. Praveen Hullur WITH | ||||||||||
Praveen Hullur |
ICICI BANK LTD, BRANCH...(sol id 0169) | 500 | 0.03% | 376 | 8,507 | |||||
93
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901517972 OF Mr. Praveen Singh WITH | ||||||||||
Praveen Singh |
ICICI BANK LTD, BRANCH...(sol id 0169) | 500 | 0.03% | 375 | 8,484 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 000201525479 OF Mr. Pravin Nampoothiri | ||||||||||
Pravin |
WITH ICICI BANK LTD, BRANCH...(sol id | |||||||||
Nampoothiri |
0002) | 500 | 0.03% | 375 | 8,484 | |||||
94
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901517630 OF Ms. Pritha Choudhuri | ||||||||||
Pritha |
WITH ICICI BANK LTD, BRANCH...(sol id | |||||||||
Choudhuri |
0169) | 1,000 | 0.06% | 751 | 16,992 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 002001514195 OF Mr. Puneet Gulati WITH | ||||||||||
Puneet Gulati |
ICICI BANK LTD, BRANCH...(sol id 0002) | 500 | 0.03% | 376 | 8,507 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901516811 OF Ms. R.Sowmya WITH ICICI | ||||||||||
R.Sowmya |
BANK LTD, BRANCH...(sol id 0169) | 500 | 0.03% | 375 | 8,484 | |||||
95
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 002901020195 OF Mr. Rajneesh Khosla WITH | ||||||||||
Rajneesh Khosla |
ICICI BANK LTD, BRANCH...(sol id 0029) | 3,000 | 0.19% | 2,253 | 50,975 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901528675 OF Mr. Rakesh Pande WITH | ||||||||||
Rakesh Pande |
ICICI BANK LTD, BRANCH...(sol id 0169) | 1,000 | 0.06% | 751 | 16,992 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901527406 OF Mr. Reddy WITH ICICI | ||||||||||
Reddy |
BANK LTD, BRANCH...(sol id 0169) | 250 | 0.02% | 187 | 4,231 | |||||
96
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 020401506212 OF Ms. Ruchi Kapoor WITH | ||||||||||
Ruchi Kapoor |
ICICI BANK LTD, BRANCH...(sol id 0204) | 1,875 | 0.12% | 1,408 | 31,856 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
S. Deepak |
004701504060 OF Mr. S. Deepak Kumar WITH | |||||||||
Kumar |
ICICI BANK LTD, BRANCH...(sol id 0047) | 1,000 | 0.06% | 751 | 16,992 | |||||
97
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 624001533146 OF Mr. Sameer WITH ICICI | ||||||||||
Sameer |
BANK LTD, BRANCH...(sol id 6240) | 2,000 | 0.12% | 1,502 | 33,983 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901514119 OF Mr. Santosh Ramji WITH | ||||||||||
Santosh Ramji |
ICICI BANK LTD, BRANCH...(sol id 0169) | 1,000 | 0.06% | 751 | 16,992 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901523794 OF Mr. Saurabh Chopra WITH | ||||||||||
Saurabh Chopra |
ICICI BANK LTD, BRANCH...(sol id 0169) | 2,000 | 0.12% | 1,502 | 33,983 | |||||
98
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901514126 OF Ms. Shila Cyriac WITH | ||||||||||
| ICICI BANK LTD, BRANCH...(sol id 0169) | 1,000 | 0.06% | 751 | 16,992 | ||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 005301038216 OF Mr. Shravan WITH ICICI | ||||||||||
Shravan |
BANK LTD, BRANCH...(sol id 0053) | 500 | 0.03% | 376 | 8,507 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901523298 OF Ms. Sindhu Lekha WITH | ||||||||||
Sindhu Lekha |
ICICI BANK LTD, BRANCH...(sol id 0169) | 250 | 0.02% | 187 | 4,231 | |||||
99
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901535691 OF Mr. Siva Kumar H WITH | ||||||||||
Siva Kumar H |
ICICI BANK LTD, BRANCH...(sol id 0169) | 250 | 0.02% | 187 | 4,231 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 029801501303 OF Ms. Sneha Thakkar WITH | ||||||||||
Sneha Thakkar |
ICICI BANK LTD, BRANCH...(sol id 0298) | 500 | 0.03% | 376 | 8,507 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901524632 OF Mr. Sooraj WITH ICICI | ||||||||||
Sooraj |
BANK LTD, BRANCH...(sol id 0169) | 250 | 0.02% | 187 | 4,231 | |||||
100
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901514116 OF Mr. Stephen Samuel WITH | ||||||||||
Stephen Samuel |
ICICI BANK LTD, BRANCH...(sol id 0169) | 3,000 | 0.19% | 2,253 | 50,975 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 625201509871 OF Ms. Stuti Dhandhania | ||||||||||
Stuti |
WITH ICICI BANK LTD, BRANCH...(sol id | |||||||||
Dhandhania |
6252) | 250 | 0.02% | 188 | 4,254 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 020401000112 OF Ms. Suchitra WITH ICICI | ||||||||||
Suchitra |
BANK LTD, BRANCH...(sol id 0204) | 1,000 | 0.06% | 751 | 16,992 | |||||
101
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 029801502444 OF Mr. Sudershan WITH ICICI | ||||||||||
Sudershan |
BANK LTD, BRANCH...(sol id 0298) | 500 | 0.03% | 375 | 8,484 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901514120 OF Mr. Suresh Babu Perumal | ||||||||||
Suresh Babu |
WITH ICICI BANK LTD, BRANCH...(sol id | |||||||||
Perumal |
0169) | 750 | 0.05% | 563 | 12,738 | |||||
102
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901535697 OF Mr. Tarun Kumar | ||||||||||
Tarun Kumar |
Mukherjee WITH ICICI BANK LTD, | |||||||||
Mukherjee |
BRANCH...(sol id 0169) | 250 | 0.02% | 188 | 4,254 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901549891 OF Mr. V.Makesh WITH ICICI | ||||||||||
| BANK LTD, BRANCH...(sol id 0169) | 1,400 | 0.09% | 1,051 | 23,779 | ||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 000901544892 OF Mr. Varun Mohanpuria | ||||||||||
Varun |
WITH ICICI BANK LTD, BRANCH...(sol id | |||||||||
Mohanpuria |
0009) | 500 | 0.03% | 376 | 8,507 | |||||
103
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901516812 OF MS. VC. Radha WITH ICICI | ||||||||||
VC. Radha |
BANK LTD, BRANCH...(sol id 0169) | 500 | 0.03% | 375 | 8,484 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 000201552030 OF Mr. Vikas Verma WITH | ||||||||||
Vikas Verma |
ICICI BANK LTD, BRANCH...(sol id 0002) | 1,000 | 0.06% | 751 | 16,992 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 000201519729 OF Mr. Vinay CR WITH ICICI | ||||||||||
Vinay CR |
BANK LTD, BRANCH...(sol id 0002) | 2,000 | 0.12% | 1,502 | 33,983 | |||||
104
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901529093 OF MS. Vinitha Unni WITH | ||||||||||
Vinitha Unni |
ICICI BANK LTD, BRANCH...(sol id 0169) | 500 | 0.03% | 375 | 8,484 | |||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF | ||||||||||
| ICICI BANK LIMITED, MUMBAI, GTSU Chase | ||||||||||
| a/c (CHIPS UID NO. 340828) (SWIFT CODE: | ||||||||||
| ICICINBBXXX) WITH CHASE MANHATTAN BANK, | ||||||||||
| NEW YORK (SWIFT ID: CHASUS33XXX) | ||||||||||
| ADVISING THEM THIS REMITTANCE FOR | ||||||||||
| FURTHER CREDIT TO ACCOUNT NO | ||||||||||
| 016901519455 OF Mr. Vinoth Babu WITH | ||||||||||
Vinoth Babu |
ICICI BANK LTD, BRANCH...(sol id 0169) | 250 | 0.02% | 188 | 4,254 | |||||
OTHER |
||||||||||
SHAREHOLDERS |
||||||||||
105
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| Remit to Deutsche Bank Trust Co Americas | ||||||||||
| New York | ||||||||||
| Swift Code : BKTRUS33, a/c no. 04 411 229 | ||||||||||
Tawny Dove |
For account of Deutsche Bank AG, Singapore | |||||||||
Ltd. |
Chips UID 061968 | |||||||||
| Beneficiary Account No.: 8027849 , | ||||||||||
| Deutsche Bank , Singapore | ||||||||||
| Beneficiary’s Bank: Deutsche Bank AG, | ||||||||||
| Singapore Branch | 180,830 | 11.18% | 135,803 | 3,072,566 | ||||||
| Swift code: HSBCINBB Routing code: BGE | ||||||||||
| Account number: 071 086870 006 | ||||||||||
| Account name: K.Ganesh | ||||||||||
| Bank: HSBC , 7, M.G.Road , Bangalore — | ||||||||||
K. Ganesh |
570001 , India | 56,900 | 3.52% | 42,732 | 966,819 | |||||
| The bank routing code for USD | ||||||||||
| Receivers Correspondent: CHASE | ||||||||||
| MANHATTAN BANK, NEW YORK | ||||||||||
| (Swift Code: CHASUS33XXX) | ||||||||||
| Beneficiary Bank: ICICI BANKING | ||||||||||
| CORPORATION LTD | ||||||||||
Spark Capital |
Chips UID No: 340828(SWIFT: ICIC IN BB) | |||||||||
Advisors |
Feds Routing Code: 021000021 | |||||||||
(India) Pvt |
Account No: 001-1-427374. | |||||||||
Ltd. |
Spark’s Account details: | |||||||||
| Account name: SPARK CAPITAL ADVISORS | ||||||||||
| (INDIA) PVT LTD. | ||||||||||
| Account number: 603805928438 | ||||||||||
| Branch: Mount Road Branch | ||||||||||
| Address: Anna Salai, Chennai -- 2 | 81,000 | 5.01% | 60,831 | 1,376,312 | ||||||
106
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| Name of Correspondent Bank | ||||||||||
| JP MORGAN CHASE, NEW YORK | ||||||||||
| 4, Chase Metro Tech Center, 8th Floor | ||||||||||
| Brooklyn, New York 11245 | ||||||||||
| Account No. in Correspondent Bank | ||||||||||
| 400808595 USD | ||||||||||
| Swift code or Routing No. | ||||||||||
| CHASUS33XXX or FED ABA 021000021 | ||||||||||
| Ultimate Beneficiary Name | ||||||||||
Raji Raju |
Mrs. Raji Raju | |||||||||
| Ultimate Beneficiary Account No. | ||||||||||
| 000101529247 | ||||||||||
| Ultimate Beneficiary Bank Name | ||||||||||
| ICICI BANK LIMITED | ||||||||||
| # 1, Cenotaph Road Branch | ||||||||||
| Chennai 600 018 | ||||||||||
| India | ||||||||||
| Ultimate Beneficiary Bank’s SWIFT code | ||||||||||
| ICICINBBXXX | 71,470 | 4.42% | 53,674 | 1,214,383 | ||||||
| Mellon Bank | ||||||||||
| ABA Routing number: 043000261 | ||||||||||
| Merrill Lynch | ||||||||||
Glen M Springer |
Account: 1011730 | |||||||||
| Final Credit to our personal account: | ||||||||||
| Glen Springer | ||||||||||
| Account number: 51V 23540 | 38,710 | 2.39% | 29,071 | 657,736 | ||||||
| Royal Bank of Canada | ||||||||||
Infernotions |
Bank Transit: 06352 | |||||||||
Corporation |
Canada Account number: 4001574 | |||||||||
| Institution | ||||||||||
| number: 003 Swift code: ROYCCAT2 | 20,670 | 1.28% | 15,523 | 351,211 | ||||||
107
| PAYMENT OF FIRST | ||||||||||
| ON EFFECTIVE | TRANCHE CONSIDERATION | |||||||||
| DATE | ON FIRST CLOSING DATE | |||||||||
| First Tranche | ||||||||||
| # of | First | Consideration | ||||||||
| shares | % | Tranche | Payable (In | |||||||
| Name | Bank Account Details | held | holding | Shares | USD) | |||||
| Intermediary Financial Institution: | ||||||||||
| Central Credit Union of Michigan | ||||||||||
| Routing Number 2724-7807-5 | ||||||||||
| Beneficiary Financial Institution: | ||||||||||
MS Krishnan |
University of Michigan Credit Union | |||||||||
| Account Number 2724-7654-3 | ||||||||||
| Beneficiary: | ||||||||||
| Mayuram S. Krishnan and Vydehi Krishnan, | ||||||||||
| University of Michigan Credit Union A/c 26413 | 8,510 | 0.53 | % | 6,391 | 144,597 | |||||
GRAND TOTAL |
1,618,060 | 100.00 | % | 1,215,163 | 27,493,282 | |||||
108
| 1. | Resolutions of the Board of Directors of the Company |
| a. | Transfer of Shares |
| No. of Equity | ||||||||
| Distinctive nos. | Shares of | |||||||
| Transferor Name | Share Certificate no. | From | To | Rs.[•]/each | ||||
| b. | Employment Agreements |
| c. | Change in Authorized Signatories for the Operation of the Company’s Bank Account |
109
| d. | Resignation and Appointment of Directors |
110
| e. | Convening of Extra-ordinary General Meeting of the Company |
| f. | Amendment of the Articles of Association of the Company |
| 2. | Resolutions of the members of the Company |
| a. | Amendment of the Articles of Association of the Company |
111
112
113
114
115
| a. | Except as agreed in the annual business plan. |
| a. | Commencement of any new line of business, which is unrelated to the Business. | ||
| b. | Commencement of unit / division in a new geographical territory for product. (Business can come from any geography and therefore this has been deleted). | ||
| c. | Capital expenditure including acquisition of assets, construction or lease, in excess of INR 2 million per annum. | ||
| d. | The formation of, investment in, or operation by the Company of any subsidiary, or collective investment vehicle. | ||
| e. | Setting up of salary and benefits of any employee with a total cost to the Company or any of its subsidiaries exceeding INR 5 Million per annum | ||
| f. | Changes to material accounting policies or practices, or any change in the financial year for preparation of audited accounts. |
| b. | Creation of investments other than short-term liquid investments in Banks or any activity relating to derivatives transaction. | |
| c. | Divestment of or sale of assets of businesses, lease, license or exchange or pledge in any other way proposing to dispose off any assets or undertaking of the Company in excess of INR 5 Lakhs for individual transactions, or INR 2 million on a cumulative basis, in any financial year or substantially all of the assets or undertaking or the Company. | |
| d. | Any agreement, arrangement, transaction or assignment of intellectual property rights including those relating to copyrights, trademarks, patents and designs. | |
| e. | The creation of any indebtedness not contemplated in the annual operating budget of the Company. | |
| f. | Recommend, giving or renewing of security for or the guaranteeing of debts or obligations of the Company or any Subsidiary Company and / or Affiliates of any Person. | |
| g. | Appointment of marketing representatives/agents to whom payments on an annual basis are to be more than INR 10 million. | |
| h. | Creating any lien or charges or proposing the acquisition, sale, lease, transfer, license or in any other way proposing to dispose off any assets or undertaking of the Company and / or its Affiliates in excess of INR 2.5 Million or more in a single transaction or on a cumulative basis i.e. in more than one transaction in any calendar year, or substantially all the assets or undertaking of the Company and / or its Affiliates | |
| i. | The appointment, save for sales persons hired in the US per the agreed Business Plan or removal and determination of the terms of employment and any significant changes in the terms of the employment agreement of the Founders, Key Employees and any other employee with compensation exceeding USD 100,000 per annum. | |
| j. | Related party transactions, agreements or arrangements between the Company and the Founders and any transaction, agreement or arrangement between the Company, and any entity or firm, in which any of the Founders are directly or indirectly in control of the business and/or has a financial interest of more than 2%. | |
| k. | Commencement or settlement of litigation where the amount involved is above INR 1 Million in any particular financial year. |
116
| Client | FY2008 Revenue (USD ’000) | |||
GSK-EKC |
3,291 | |||
NDE Analytics |
2,202 | |||
GMAC |
213 | |||
Travelocity |
261 | |||
BA-KISS |
112 | |||
Dunnhumby |
755 | |||
AVIVA |
140 | |||
Armstrong |
1,044 | |||
EMC |
220 | |||
LMS Alcoa |
237 | |||
EMC Bear Stearns |
0 | |||
St Paul’s Travelers |
0 | |||
M&T Bank |
0 | |||
First Horizon Bank |
0 | |||
Daimler Chrysler and Daimler Chrysler Financial Services |
0 | |||
GM |
0 | |||
Kimberly Clarke |
0 | |||
Diageo |
0 | |||
Rio Tinto |
0 | |||
Herbal Life |
0 | |||
Pfizer |
0 | |||
Bristol Myers Squibb |
0 | |||
Total from clients |
8,475 | |||
117
| 1 | This Schedule constitutes formal disclosure by the Company and the Selling Shareholders to the Purchaser for the purposes of the Agreement of the facts and circumstances which are or may be inconsistent with the Representations and Warranties or which otherwise give or may give rise to a Claim by the Purchaser. Such facts and circumstances will be deemed to qualify each specific Representation and Warranty accordingly. |
| 2 | Where brief particulars of a matter are set out or referred to in this schedule, or a document is referred to but not attached, or a reference is made to a particular part only of a document, full particulars of the matter and the document are deemed to be disclosed provided that the full document is otherwise available for inspection as a matter of public record, as defined below. |
| 3 | All disclosures are made specifically in respect of specific Representation or Warranty as provided hereinbelow. |
| 4 | Disclosures contained in this schedule are not to be taken to have the effect of or construed as adding or extending the scope of any of the Representations or Warranties. |
| Item | Disclosure | |
Information |
||
All information in relation to the Company, the Business and the
Founders, which would be material to the Purchaser for the purposes
of purchasing the Sale Shares from the Founders in accordance with
the terms of this Agreement, has been made available and disclosed
to the Purchaser and such information is true and fair in all
respects, and no such information omits to state any fact necessary
to make such statements true and fair.
|
No disclosures |
118
| Item | Disclosure | |
Organization and Capital Structure of the Company |
||
The Company is a private limited company incorporated under the
provisions of the Act. The Company is duly organized and validly
existing under Applicable Law. The Company has the corporate power
and authority to own, operate and use its assets and carry on the
Business as now conducted.
|
No disclosures | |
The authorized share capital of the Company is Rs. 20,00,000 (Rupees
Twenty Lakhs only) divided into 20,00,000 (Twenty Lakh) Shares of
Rupees one each. The issued and paid up share capital of the Company
is Rs. 16,18,060 (Rupees Sixteen Lakhs, Eighteen Thousand and Sixty
only) divided into 16,18,060 (Sixteen Lakhs, Eighteen Thousand and
Sixty) Shares. Other than the Sale Shares, the Company has not
issued any other shares of any nature whatsoever. There are no
agreements, arrangements, options, warrants, calls or other rights
relating to the issuance, sale or purchase of any of the Shares.
There are no preemptive rights, rights of first refusal or other
similar rights relating to any of the Shares. There are no voting
trusts or other arrangements or understandings with respect to the
voting of any of the Shares.
|
There are no agreements, arrangements, options, warrants,
calls or other rights relating to the issuance, sale or
purchase of any of the Shares, save and except: Shareholders Agreement dated August 21, 2004 entered into between the Company, Mr. Ganesh Krishnan, M/s Spark Capital Advisors (India) Private Limited, Mr. S. Ramakrishnan, Mr. Vinay Mishra and Mr. Shankar Maruwada; Subscription Agreement dated November 1, 2004 entered into between the Company and Mr. Glen M. Springer; Shareholders Agreement dated July 18, 2005 entered into between the Company, Mr. Ganesh Krishnan, M/s Spark Capital Advisors (India) Private Limited, Mr. S. Ramakrishnan, Mr. Vinay Mishra , Mr. Shankar Maruwada and M/s Tawny Dove Limited; |
|
| Shareholders Agreement dated December 23, 2005 entered into between the Company, Mr. Raji Raju, Mr. S. Ramakrishna, Mr. Vinay Mishra, Mr. Shankar Maruwada, Mr. Ganesh Krishnan, Spark Capital Advisors and M/s Tawny Dove Limited; and | ||
| Share Subscription Agreement dated November 1, 2005 entered into between the Company and Infernotions Corporation. | ||
| Share Subscription Agreement dated August 17, 2006 entered into between the Company and M.S.Krishnan. |
119
| Item | Disclosure | |
The Company has delivered a true and complete copy of its Charter
Documents, amended to date and in full force and effect on the date
hereof, the minutes of the proceedings of the Board of Directors,
committees (if any) and shareholders for the past four years to the
Purchaser. To the best of the knowledge of its Founders, the Company
is not in violation of any of the provisions of its Charter
Documents. Also, to the best of the knowledge of it’s Founders, the
Company has not committed any default in filing of appropriate
returns, statements, reports, and all other statutory requirements
have been complied with.
|
No disclosures. | |
Subsidiaries and Investments |
||
Other than as set out in the Balance Sheets of the Company as on the
Balance Sheet Date (as defined hereinafter), the Company does not
have, and has never had, any subsidiaries and does not otherwise
own, and has not otherwise owned, any shares in the capital of, or
control of, directly or indirectly, any corporation, partnership,
association, joint venture or other Person.
|
No disclosures. | |
Authority |
||
The Company has the corporate power and authority to execute,
deliver and perform the Definitive Agreements and any other
documents which may be required to effect the transactions
contemplated by the Definitive Agreements. Each of the Founders has
the authority to execute, deliver and perform the Definitive
Agreements and the transactions contemplated by the Definitive
Agreements, and has where necessary, obtained shareholder and/or
other consents required for the same. The execution, delivery and
performance by the Company of the Definitive Agreements to which it
is a party has been duly authorized and approved by the Board of
Directors. The execution, delivery and performance by each of the
Founders of each of the Definitive Agreements to which it is a party
has been duly authorized and approved by any necessary corporate or
other action.
|
Save and except: Shareholders Agreement dated August 21, 2004 entered into between the Company, Mr. Ganesh Krishnan, M/s Spark Capital Advisors (India) Private Limited, Mr. S. Ramakrishnan, Mr. Vinay Mishra and Mr. Shankar Maruwada; Subscription Agreement dated November 1, 2004 entered into between the Company and Mr. Glen M. Springer; Shareholders Agreement dated July 18, 2005 entered into between the Company, Mr. Ganesh Krishnan, M/s Spark Capital Advisors (India) Private Limited, Mr. S. Ramakrishnan, Mr. Vinay Mishra , Mr. Shankar Maruwada and M/s Tawny Dove Limited; |
120
| Item | Disclosure | |
| Shareholders Agreement dated December 23, 2005 entered into between the Company, Mr. Raji Raju, Mr. S. Ramakrishna, Mr. Vinay Mishra, Mr. Shankar Maruwada, Mr. Ganesh Krishnan, Spark Capital Advisors and M/s Tawny Dove Limited; and | ||
| Share Subscription Agreement dated November 1, 2005 entered into between the Company and Infernotions Corporation. | ||
| Share Subscription Agreement dated August 17, 2006 entered into between the Company and M.S.Krishnan. | ||
To the best of the knowledge of the Founders, the execution,
delivery and performance of the Definitive Agreements will not
violate, conflict with, result in a breach of the terms, conditions
or provisions of, or constitute a default, an event of default or an
event creating rights of acceleration, modification, termination or
cancellation or a loss of rights under any or all of the
following: (1)
any contract to which the Company or the Founders are parties;
(2) any court order to which the Company or any Founder is a party
or by which the Company or any Founder is bound; (3) any Laws
affecting the Company or the Founders; or (4) any other binding
obligations of the Company or the Founders.
|
No disclosures. | |
All Approvals or acts of, or the making by, the Company or the
Founder(s) of any declarations, filings or registrations with any
governmental bodies as may be required by Law in connection with the
execution of the Definitive Agreements and the effecting of the
transactions contemplated by the Definitive Agreements have been
obtained and/or completed.
|
All approvals, declarations, filings and registrations required for the execution of the Definitive Agreements have been obtained. | |
Financial Statements |
||
The Balance Sheets of the Company (balance sheets and
statements of accounts) as of March 31, 2007 (the “Balance Sheet
Date”), March 31, 2006, March 31, 2005 and March 31, 2004
(collectively the “Financial Statements”) have been provided to the
Purchaser. The Financial Statements present fairly and truly in all
|
No disclosures save and except that the Balance Sheet of March 31, 2007 is proforma and un-audited. |
121
| Item | Disclosure | |
material respects the financial position and results of operations
of the Company, as of the respective dates and for the respective
periods covered thereby and have been or are prepared in accordance
with Indian GAAP, consistently applied. The Financial Statements
present true and complete representations of the assets and
liabilities of the Company as of the dates specified therein. The
Company has established and maintains, adheres to and enforces a
system of internal accounting controls that are effective in
providing assurance regarding the reliability, completeness and
accuracy of financial reporting and the preparation of financial
statements in accordance with Indian GAAP (including the Financial
Statements). |
||
Operations since Effective Date |
||
Save and except as specifically disclosed in writing, since the
Balance Sheet Date till First Closing Date: |
||
There has been no Material Adverse Effect and/or no event which
would materially affect the ability of the Company to continue to
operate the Business as conducted, or as contemplated by this
Agreement.
|
No disclosures. | |
The Company has not issued or authorized for issuance any equity
shares, bond, note or other security of the Company.
|
No disclosures. | |
The Company has not without the consent of the Purchaser (if so
required), incurred any material debt, obligation or liability that
exceeds Rs. 5,00,000 in an individual transaction.
|
The agreement between Marketics Inc. and Gabriel Systems (Glen Springer) is being renewed. | |
The Company has not purchased, redeemed or otherwise acquired,
directly or indirectly, any share or shares of the Company’s
capital.
|
No disclosures. | |
The Company has not created, voluntarily or involuntarily, any
Encumbrance upon any of its assets or properties.
|
No disclosures. | |
The Company has not sold any of its assets or properties which has a
book value in excess of Rs. 1,00,000
|
No disclosures. |
122
| Item | Disclosure | |
The Company has not purchased any securities of any Person.
|
No disclosures. | |
The Company has not incurred any expenditure for the purchase,
acquisition, construction or improvement of any equipment or capital
asset in excess of Rs. 5,00,000 in an individual transaction.
|
The Company has purchased a back-up generator on April 05, 2007 worth approximately Rs. 7,31,500 (Rupees Eight Lakhs only). | |
The Company has not made any loan to any Person in excess of Rs. 10
Lakhs in the aggregate.
|
No disclosures. | |
The Company has not amended, terminated or failed to renew any
material contract that is due for renewal.
|
No contracts relating to the top ten clients of the Company are pending renewal. The following agreements have not been renewed as of the date hereof, and are being renewed; | |
| Agreement with Gabriel Systems (Glen Springer) | ||
| MSA with Avery Dennison | ||
| LOI with Huron Consulting | ||
The Company has not failed to claim outstanding accounts
receivables, deferred payments of accounts payable, or prepaid any
obligation in excess of Rs. 10,00,000.
|
No disclosures. | |
To the best of the Founders Knowledge, the Company or its assets
have not become subject to any Encumbrance.
|
No disclosures. | |
The Company has not changed its accounting methods or practices or, written off any reserves other than as disclosed in the financials |
No disclosures save and except the change in accounting policy for revenue recognition in 2006-07 for US GAAP. |
123
| Item | Disclosure | |
The Company has not revalued its assets.
|
No disclosures. | |
To the best of the Founders Knowledge, the Company or its directors,
officers or employees have not received any notices, or Knowledge of
any nature whatsoever which would indicate litigation, liability, or
any extraordinary cost from any third parties, past or present
employees, or governmental bodies against the Company which shall
result in a Material Adverse Effect.
|
No disclosures to the best of the Founders’ Knowledge. | |
(xix) The Company has not registered any transfer of Shares other
than those recorded in the share transfer register issued to
Employees prior to the Effective Date.
|
No disclosures. | |
(xxi) The Company has adequately provided for all amounts
(including Taxes) that should have been accounted for or reserved by
it in the ordinary course of business in accordance with Indian GAAP
and the same is reflected in the financial statements
|
No disclosures. | |
(xxii) The Company has not made any investments, save and except
for investments in the Subsidiary and capital expenditure not
exceeding USD 50,000/-. For the purposes of this clause, the term,
“Investments” shall be deemed to exclude fixed deposits, mutual
funds and other money market instruments.
|
No disclosures. | |
No Undisclosed Liabilities |
||
The Company has no material obligations or liabilities of any nature
(whether accrued, absolute, contingent, or otherwise) other than:
|
No disclosures. | |
those set forth or adequately provided for in the Balance Sheet; and
|
No disclosures. | |
those incurred in the ordinary course of business since the Balance
Sheet Date being 31 March 2006 and consistent with past practice.
|
No disclosures. | |
Taxes |
||
The Company has filed or caused to be filed in a timely manner
all Tax Returns
|
No disclosures. |
124
| Item | Disclosure | |
required to be filed by the First Closing Date. All Taxes due as of
the First Closing Date have been paid. Further, there are no claims,
proceedings or actions pending relating to Taxes, in respect of the
Company. |
||
Assets |
||
All movable assets required for carrying on the Business of the
Company as is presently being carried on: are in normal working
condition and good working order subject to normal wear and tear;
and
|
No disclosures. | |
Except as disclosed in the Financial Statements, all the assets of
the Company, whether movable or immovable, real or tangible, are
free and clear of all Encumbrances of any nature whatsoever and
other than the Company, no other party, including the Founders, has
any subsisting rights, claim or title over such assets, including
the right to possess or use such assets.
|
Save assets that are bonded to fulfill STP requirements | |
The immovable assets of the Company, including, without limitation,
equipment and machinery, owned, leased, or licensed by the Company
or employed by it, are in serviceable condition and repair for use
thereof in the ordinary course of business.
|
No disclosures. | |
Property Leases |
||
Copies of each contract under which the Company leases, holds or
operates any real property owned by any third Person or subleases
any real property to any third Person has been made available to the
Purchaser as disclosed in Schedule J.
|
See Schedule J to the Disclosure Letter | |
No material breach of any covenant affecting the freehold or
leasehold title to any asset of the Company has occurred and in
relation to each leasehold property, the
|
No disclosures. |
125
| Item | Disclosure | |
rent has been paid in accordance with the relevant agreements. There
do not exist any easements over the immovable assets, which would
materially affect the Company’s use and enjoyment of the immovable
assets. |
||
Where any immovable and movable assets are used in the Business but
not owned by the Company or any facilities or services are provided
to the Company by any third party, there has not occurred any event
of default or any other event or circumstance, which may entitle any
third party to terminate any agreement or license in respect of the
provision of such facilities or services (or any event or
circumstance which with the giving of notice and/or the lapse of
time and/or a relevant determination would constitute such an event
or circumstance).
|
No disclosures. | |
Governmental Permits |
||
The Company possesses all licenses, permits, registrations,
approvals and other authorizations from governmental authorities
necessary to entitle it to carry on and conduct its Business as
currently conducted (collectively “Governmental Permits”), except
for governmental permits which, if not possessed by the Company,
would not, individually or in the aggregate, be material to the
Company. The Company has performed all obligations under each
Governmental Permit which are required for such Governmental Permit
to be continuing, valid and subsisting. No event has occurred or
condition or state of facts exists which constitutes or, after
notice or lapse of time or both, would constitute a breach or
default under, or which would allow revocation or termination of,
any Governmental Permit. To the best of the Founders Knowledge, the
Company has not received notice of cancellation, default or any
dispute concerning any Governmental Permit which, if not possessed
by the Company, would, individually or in the aggregate, be material
to the Company.
|
The Company possesses the following licenses, permits,
registrations, approvals and other authorizations from
governmental authorities Provident Fund Profession Tax Commercial Tax Office (Sales Tax / VAT) Shops & Establishment STPI Customs Income Tax (PAN / TAN) Ministry of Commerce (IEC) Registrar of Companies RBI approval for WOS in US |
126
| Item | Disclosure | |
Intellectual Property |
||
The Company as reasonably permitted and disclosed, owns all the
Intellectual Property. For the purposes of this Clause, the term
“Intellectual Property” shall include all of the following
categories of Intellectual Property owned by the Company: copyrights
and all renewals thereof on software developed by the
Company; trademarks, trade names, service marks, service names,
logos and corporate names, both primary and secondary, together with
all goodwill associated therewith and including, without limitation,
all translations, adaptations, combinations and derivations of each
of the foregoing; all other intellectual property, including but not
limited to design rights, trade names and domain names;
|
No disclosures. | |
The Intellectual Property is fully transferable, assignable,
alienable and licensable by the Company following the Effective Date
without restriction and without payment of any kind to any third
party.
|
No disclosures. | |
The Intellectual Property is free and clear of any liens, charges or
any Encumbrance by whatever name and is freely transferable at the
option of the Company.
|
No disclosures. | |
In each case in which the Company has acquired the Intellectual
Property from any Person (including any Affiliate), the Company has
obtained a valid and enforceable assignment sufficient to
irrevocably transfer all rights in such Intellectual Property
(including the right to seek past and future damages with respect
thereto) to the Company. The Company has recorded each such
assignment of the Intellectual Property with the appropriate
authority.
|
No disclosures. | |
The Company has no Knowledge of any facts or circumstances that
would render any Intellectual Property rights invalid or
unenforceable.
|
No disclosures. |
127
| Item | Disclosure | |
The Company has not transferred ownership of, or granted any
exclusive license of or right to use, or authorized the retention of
any exclusive rights to use or joint ownership of, any Intellectual
Property to any other Person (including to any Affiliate of
Company). The Company has not allowed the Company’s rights in the
Intellectual Property to lapse or enter the public domain.
|
No disclosures. | |
There are no contracts, licenses or agreements between the Company
and any other Person with respect to any rights on the Intellectual
Property, under which there is any dispute regarding the scope of
such agreement, or performance under such agreement, including with
respect to any payments to be made or received by the Company
thereunder.
|
No disclosures. | |
To the Knowledge of the Founders, there is no suit, or notice
whether pending for infringement against any of the Intellectual
Property.
|
No disclosures. | |
Subsidiary |
||
That the Subsidiary is a 100% subsidiary of the Company. For the
purposes this sub-clause (m) the Company shall be referred to as the
“Parent’.
|
No disclosures. | |
Other than Parent, the Subsidiary has no other affiliate or
subsidiaries.
|
No disclosures. | |
The Subsidiary’s employees use the Connecticut location for all
written communications including business cards and e-mail return
addresses.
|
No disclosures. | |
Subsidiary has no office outside the United States of America.
|
No disclosures. | |
As to the Subsidiary, there have been no circumstances which have
given rise to any insolvency proceedings occurring. For the purposes
of this sub-clause, the term “insolvency proceedings” includes any
form of bankruptcy, liquidation, receivership, administration,
arrangement or plan with creditors, moratorium, stay or limitation
of creditors’ rights, interim or provisional supervision by the
court or court appointee, whether in the jurisdiction of the place
of control, or of incorporation or residence, or elsewhere.
|
No disclosures. |
128
| Item | Disclosure | |
The Subsidiary and their respective directors, officers and
employees has complied with all US federal, state and local
statutory and regulatory duties.
|
The Subsidiary’s approvals for doing business in the State of New Jersey had lapsed and the Subsidiary is in the process of obtaining the requisite approvals. | |
The Subsidiary has been duly qualified to transact business as a
foreign operating company in every state and other jurisdiction
where it has conducted business and its in good standing (including
for tax matters) in each such jurisdiction, and has received no
notices of default, violation or breach of any of them.
|
The Subsidiary’s approvals for doing business in the State of New Jersey had lapsed and the Subsidiary is in the process of obtaining the requisite approvals. | |
The Parent has provided to the Purchaser copies of all agency,
distributorship, marketing, purchasing, manufacturing or licensing
agreements or arrangements to which the Subsidiary and/or any of its
subsidiaries is a party.
|
No disclosures. | |
There is/ are no agreement(s) to which the Subsidiary is a party,
which in any way restricts its freedom to carry on its business in
the United States of America
|
No disclosures. | |
There is/are no agreement(s) or arrangement(s), to which the
Subsidiary is a party, and which: |
||
infringes any relevant anti-trust or similar legislation in any
jurisdiction in which the Subsidiary carries on business or has
assets or sales; or
|
No disclosures. | |
is void or unenforceable (whether in whole or in part) or may render
the Subsidiary liable to proceedings under any such legislation as
is referred to in subparagraph (a) above.
|
No disclosures. | |
There is/are no agreement(s) or arrangement(s) for any business
practices to which the Subsidiary is now a party, or has been a
party during the last two years, in respect of which: |
||
any request for information, statement of objections or similar
matter has been received from any court, tribunal, governmental,
national or supra-national authority; or
|
No disclosures. |
129
| Item | Disclosure | |
any correspondence has been conducted between the Subsidiary and any
court, tribunal, governmental, national or supra-national authority.
|
No disclosures. | |
There are no business machinery and equipment, motor vehicles any
other fixed assets owned by the Subsidiary.
|
There are no fixed assets. | |
The Subsidiary has not entered into any hire purchase and leasing
contracts with respect to any fixed assets.
|
There are no fixed assets. | |
There are no real properties owned, controlled, used or occupied by
the Subsidiary (including any freehold, leasehold, mortgages).
|
The Subsidiary has entered into a lease agreement with Mr. Prabhu Jha, in respect of which Mr. Jha has waived his right to receive rent. | |
The Subsidiary has no equipment which is not: (a) in good repair and
condition and/ or (b) in satisfactory working order and/or (c)
properly serviced and maintained and/ or (d) in surplus to
requirements of the business of the Subsidiary;
|
No disclosures. | |
The Subsidiary’s authorised share capital is 1,000 shares of Common
Stock, no par value per share.
|
No disclosures. | |
The issued share capital of each class (indicating which shares are
not fully paid up or credited as fully paid up) is: 1,000 shares of
common stock.
|
The issued share capital of the Subsidiary consists of one share of the common stock. | |
There are no treasury shares, share option agreements or
arrangements and/or preemption rights and/or conversion rights over
the Subsidiary’s share capital (whether issued or not).
|
No disclosures. | |
There are no liens, mortgages, charges or encumbrances over the
share capital of the Subsidiary.
|
No disclosures. | |
There are no contracts entered into by the Subsidiary within the
past two years which are not entirely of an arm’s length nature.
|
The Company has advanced a zero interest loan to the Subsidiary of USD 475,913.00 in the aggregate. |
130
| Item | Disclosure | |||||
| Date of disbursement | Amount in USD | |||||
| 15-Dec-05 | 41,000 | |||||
| 11-Jan-06 3-Apr-06 18-Apr-06 26-Apr-06 16-May-06 24-Jul-06 25-Aug-06 5-Sep-06 |
20,000 15,000 35,000 32,000 30,913 60,000 67,000 175,000 |
|||||
| Total | 475,913 | |||||
| To the best of the Knowledge of the Founders, there are no breaches of contract which may give rise to any, litigation, arbitration or any other dispute resolution procedure involving the Subsidiary. | No disclosures. | |||||
| There is no default by the Subsidiary and/or its subsidiaries under any agreement, trust deed, instrument or arrangement. | No disclosures. | |||||
| There are no existing or pending litigations or judgments affecting the Subsidiary and/or its assets. | No disclosures. | |||||
| To the best of the Knowledge of the Founders, there is no investigation, inquiry or enforcement proceedings or process by any governmental, administrative or regulatory body. | The Subsidiary’s approvals for doing business in the State of New Jersey had lapsed and the Subsidiary is in the process of obtaining the requisite approvals. | |||||
| All current employees of Subsidiary have signed the three-page “Terms and Conditions of Employment” bearing 10 numbered paragraphs, in the form submitted to Purchaser on or about March 27, 2007 by Debbie Brosy. Subsidiary retains one original fully executed original of each such document. | No disclosures. | |||||
131
| Item | Disclosure | |
The Company has presumed that all persons classified as consultants
have been properly classified for all regulatory, tax and compliance
purposes, and the Subsidiary is not liable for any taxes, insurance,
compensation, pension or employment plan, registration, interest,
penalties or other liabilities as to any consultant under applicable
employment law.
|
No disclosures. | |
The Subsidiary has paid in full to all its employees or adequately
accrued for in accordance with U.S. GAAP all wages, salaries,
commissions, bonuses, benefits and other compensation due to or on
behalf of such employees.
|
No disclosures. | |
The Subsidiary has no: |
||
employee benefit plans (as defined in of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”)) and no bonus,
stock option, stock purchase, restricted stock, incentive, deferred
compensation, retiree medical or life insurance, supplemental
retirement, severance or other benefit plans, programs or
arrangements, and all employment, termination, severance or other
contracts or agreements, whether legally enforceable or not, to
which the Subsidiary is a party, with respect to which the
Subsidiary has any obligation or which are maintained, contributed
to or sponsored by the Subsidiary for the benefit of any current or
former employee, officer or director of the Subsidiary, other than
retention bonus as reflected in the Balance Sheets.
|
Employees of the Subsidiary are paid a retention bonus in
the month of October every year in respect of the duration
of the employee’s employment with the Subsidiary.
Employees of the Subsidiary are paid a discretionary performance based bonus in the month of June every year in respect of the performance of such employees in the preceding financial year. |
|
employee benefit plan for which the Subsidiary could incur liability
in the event such plan has been or were to be terminated;
|
No disclosures. | |
| Save and except: Shareholders Agreement dated August 21, 2004 entered into between the Company, Mr. Ganesh Krishnan, M/s Spark Capital Advisors (India) Private Limited, Mr. S. Ramakrishnan, Mr. Vinay Mishra and Mr. Shankar Maruwada; |
||
| Subscription Agreement dated November 1, 2004 entered into between the |
132
| Item | Disclosure | |
| Company and Mr. Glen M. Springer; | ||
| Shareholders Agreement dated July 18, 2005 entered into between the Company, Mr. Ganesh Krishnan, M/s Spark Capital Advisors (India) Private Limited, Mr. S. Ramakrishnan, Mr. Vinay Mishra , Mr. Shankar Maruwada and M/s Tawny Dove Limited; | ||
| Shareholders Agreement dated December 23, 2005 entered into between the Company, Mr. Raji Raju, Mr. S. Ramakrishna, Mr. Vinay Mishra, Mr. Shankar Maruwada, Mr. Ganesh Krishnan, Spark Capital Advisors and M/s Tawny Dove Limited; and | ||
| Share Subscription Agreement dated November 1, 2005 entered into between the Company and Infernotions Corporation. | ||
| Share Subscription Agreement dated August 17, 2006 entered into between the Company and M.S.Krishnan. | ||
To the best of the knowledge of the Founders, he Subsidiary is not
liable to any third party for any infringement of intellectual
property (including without limitation any patent, copyright, trade
secret, or trademark) of a third party. Neither Parent nor
Subsidiary has any actual notice of any claims of any such possible
infringement or that any intellectual property of the Parent or
Subsidiary is not validly owned by such entity.
|
No disclosures. | |
Liability |
||
(i) The Company does not have any pending litigation arising out
of any injury to individuals or property as a result of the use of
any services of the Company in excess of USD 50,000/
|
No disclosures. | |
(ii) There are no loans taken, guarantees issued and other
similar obligation assumed by the Company,.
|
None subsist, save and except those given in respect of STP bonding. |
133
| Item | Disclosure | |
(iii) To the best of the knowledge and belief of the Founders, there
are no outstanding claims/liabilities of and/or against the Company
that have resulted in the Company being in default of the above
obligations or the above obligations being invoked, as applicable.
|
No disclosures. | |
Compliance with Laws and Litigation |
||
The Company has complied with all Applicable Laws, is not in
violation in respect of any Law, and has not received any notices of
violation of any Law with respect to the conduct of Business or the
ownership or operation of its assets. The Company has also complied
with all US law and regulatory duties including all federal, state
and local laws in so far as it relates to applicable Customer
Contracts.
|
No disclosure. | |
There is no private or governmental action, suit proceeding, claim,
arbitration or investigation pending before any agency, court or
tribunal, foreign or domestic, which, to the Knowledge of the
Founders, is threatened or ongoing against the Company.
|
No disclosures. | |
There is no judgment, decree or order against the Company, or any of
its Founders (in their capacities as such), that could prevent,
enjoin, or materially alter or delay any of the transactions
contemplated by this Agreement, or that may be material to the
Purchaser.
|
No disclosures. | |
The Company does not have any pending litigations from Tax or other
authorities under any Law in force which currently have a bearing on
the Business.
|
No disclosures. | |
Insurance |
||
The list of all insurance policies covering the assets, business,
equipment, properties and liabilities of the Company as set out in
Schedule P has been provided to the Purchaser.
|
See Schedule P to the Disclosure Letter |
134
| Item | Disclosure | |
The insurance policies provide sufficient cover, commensurate as per
normal industry practise, against any injury, damage, loss, harm of
the entire assets, stock, machinery, stock in transit, liability
and/or services of the Company.
|
No disclosures. | |
There is no claim by the Company pending under any of such
policies.
|
No disclosures. | |
All premiums due and payable under all such policies have been paid
and the Company is otherwise in compliance with the terms of such
policies. There is no threatened termination of, or material premium
increase with respect to, any of such policies in excess of Rs.
50,000.
|
No disclosures. | |
There are no insurance claims and liabilities, outstanding or
otherwise, payable to any Person by the Company in excess of Rs.
5,00,000.
|
No disclosures. | |
A list of the customer, and employee contracts, to which the Company
is a party or by which it is bound, as set out in Schedule Q, has
been provided to the Purchaser.
|
See Schedule Q to the Disclosure Letter | |
Each of the contracts to which the Company is a party (“Business
Agreements”) constitutes a valid and binding obligation of the
Company.
|
No disclosures. | |
Each of the contracts listed in (i) above, are in full force and
will continue in full force and effect after the Effective Date
without the consent, approval or act of, or the making of any filing
with, any other party. To the best of the knowledge of the Founders,
the Company is not in material breach or default under any of the
Business Agreements.
|
See Schedule Q to the Disclosure Letter | |
Banks |
||
The names and addresses of all banks at which the Company has an
account has been set out in Schedule R hereto.
|
No disclosures |
135
| Item | Disclosure | |
Potential Conflicts of Interest |
||
No Founder |
||
owns, directly or indirectly, any interest in, or is an officer,
director, employee or consultant of, any Person that is, or is
engaged in Business as, a current competitor;
|
No disclosures. | |
owns, directly or indirectly, in whole or in part, any intellectual
or other property that the Company uses in the conduct of the
Business;
|
No disclosures. | |
has any claim whatsoever against, or owes any amount to, the
Company, and
|
Rs. 1,92,000 has been paid by the Company as refundable deposit towards the residence of Shankar Maruwada. Rs. 1,25,000 has been paid by the Company as refundable eposit towards the residence of Mr. Vinay Mishra | |
has any agreement in relation to matters set out in (i) to (iii)
above existing on the date hereof.
|
No disclosures. | |
Information Technology Matters: |
||
(i) The use of the computer systems by the Company does not to
the best of the Knowledge of the Founders, infringe the intellectual
property rights of any third party.
|
No disclosures. | |
(ii) The Company has exclusive control of the operation of the
computer systems and of the storage, processing and retrieval of all
data stored on the computer systems and any intellectual property
rights in such data are owned solely by the Company other than data
provided by clients of the Company and consultants in the ordinary
course of business.
|
The email server of the Company is maintained by Google Inc. |
136
| Item | Disclosure | |
Good Title |
||
Each of the Selling Shareholders has and will have on the First
Closing Date and the Second Closing Date, good and marketable title
to the Sale Shares set forth opposite such Selling Shareholder’s
name in Schedule 1 hereto, free and clear of any and all
Encumbrances, equities, and claims whatsoever, with full right and
authority to deliver the same under this Agreement, and upon
delivery of the Shares set forth opposite such Selling Shareholder’s
name in Schedule 1 hereto and payment of the consideration therefor
as contemplated in this Agreement, will convey to the Purchaser good
and marketable title to such Sale Shares free and clear of all
Encumbrances, equities, pre-emptive rights, rights of first refusal,
and any other claim of the Selling Shareholders or any third party.
|
No disclosures. | |
Employees |
||
To the best of the knowledge of the Founders and based on the
information obtained by them from the Employees, the details
disclosed to the Purchaser by the Founders about the employees as
set out in Schedule 5 are accurate, up to date and complete in all
respects and not misleading. The particulars of the terms and
conditions of employment of the employees as set out in Schedule 5
are accurate, up to date and complete in all respects and not
misleading.
|
No disclosures | |
There are no employment-related disputes involving the employees as
party (ies), or otherwise affecting their rights or obligations
under the relevant employment agreement, pending or threatened
against the Company and the Founders.
|
No disclosures. | |
There is no industrial or trade dispute or any dispute or
negotiation regarding a claim with any trade union.
|
No disclosures. | |
To the best of the Founder’s Knowledge, no director or other Key
Employee has received written intimation of their intent to
terminate his/her employment with the Company as a result of the
transactions contemplated by this Agreement or otherwise.
|
No disclosures. |
137
| Item | Disclosure | |
(y) Related Party Transactions |
||
The Company is not party to any transactions with any related
parties, being a related party as defined under the Act.
|
Save as disclosed in the Balance Sheets in respect of: Sales commission paid to CRM Holding Private Limited, Transaction Fees and other payments to Spark Capital Advisors (India) Private Limited, Professional fees paid to Mr. MS Krishnan; Professional fees and commissions paid to Mr. Glen Springer; Retainership fees paid to Infernotions Corporation; Zero interest loans advanced to the Subsidiary; Sales commissions paid to the Subsidiary; Professional fees paid by the Subsidiary; Salaries paid to employees. |
|
(ii) No related party or any member of his or her immediate
family is indebted to the Company, nor is the Company indebted (or
committed to make loans or extend or guarantee credit) to any of
them
|
Rs. 1,92,000 has been paid by the Company as refundable
deposit towards the residence of Shankar Maruwada. Rs. 1,25,000 has been paid by the Company as refundable eposit towards the residence of Mr. Vinay Mishra |
|
(zb) Other |
||
To the best of the knowledge of the Founders, The Historical Revenue
and PAT for the Company is in line with Indian GAAP and normal
business practices of the past
|
No disclosures. | |
Each of the representations and warranties shall be construed as a
separate representation, warranty, covenant or undertaking, as the
case may be, and shall not be limited by the terms of any other
representation or warranty or by any other term of this Agreement.
|
Not applicable. | |
There have been no Stock Options (whether vested or not) capable of
being converted into Shares at any time in future and the
shareholding pattern of the Company, as of the date of this
Agreement and immediately prior to the First Closing Date, is as set
forth in Schedule 1 hereof.
|
There are no such options currently subsisting. |
138
| Item | Disclosure | |
The Company, as of the date of this Agreement, is not in anyway
indebted to any third party with respect to any loans, advances,
financial assistance or credit facilities provided to the Company;
|
Save and except any customer advances and current liabilities and provisions including employee, vendor and creditor dues as provided for in the Balance Sheets. | |
The Company has not, as of the date of this Agreement, availed of
any foreign currency denominated loans;
|
No disclosures. | |
As of the First Closing Date, other than the shareholders
agreements terminated in accordance with section 3.2 (j) there exist
no other agreements relating to the Shares and governance of the
Company.
|
No disclosures. |
139
| Sl No. | Description of Property | Area | Date | |||
1.
|
No. 1137, 100 Feet Road, HAL II Stage, Indiranagar, Bangalore 560 038, comprising the Ist floor of the built-up area of the said property without car-parking facility within the Premises. | 4000 sq. ft. | July 1, 2006 (Rent Agreement) | |||
2.
|
No. 1137, 100 Feet Road, HAL II Stage, Indiranagar, Bangalore 560 038, comprising the 2nd floor of the built-up area of the said property without car-parking facility within the Premises. | 4116 sq. ft. | January 21, 2006 (Rent Agreement) | |||
3.
|
No. 1137, 100 Feet Road, HAL II Stage, Indiranagar, Bangalore 560 038, comprising the 3rd floor of the built-up area of the said property. | 3870 sq. ft. | November 1, 2005 (Lease Deed) | |||
4.
|
No. 1137, 100 Feet Road, HAL II Stage, Indiranagar, Bangalore 560 038, comprising the 4th floor of the built-up area of the said property. | 450 sq. ft. | November 1, 2005 (Rent Agreement) |
140
| Type of | ||||||||||||||||
| insurance | Name of | Validity | Premium | |||||||||||||
| policy | Insurer | Policy No. | Period | Description of insurance | Total Sum Insured | payable | ||||||||||
Compact Policy |
United India Insurance Company Limited |
071600/ 48/ 06/ 88/ 00000909 | October 19, 2006
to October 18, 2007 |
I. Buildings, Contents
including incidental stock |
Building: 50,00,000 All other contents: 1,25,08,321 |
Rs. 81,229 Extra premium: 18,569 (Paid on 13.2.2007) | ||||||||||
| Loss or damage to 1. buildings, 2. contents and 3. legal liability arising as tenants of the insured premises due to fire, lightning, aircraft damage, riot, strike, malicious damage, storm, cyclone, typhoon, tempest, hurricane, tornado, flood, |
All other contents:
1,25,08,321
Electrical and Mechanical Appliances: 44,19,972 Electronic Equipments: 41,39,244 Wages and Salary (In transit): 2,00,000 Money in Office in locked safe outside business hours: 20,000 |
|||||||||||||||
| inundation, impact damage, landslide, missile testing operations, bursting / overflowing of water tanks, leakage from automatic sprinkler, bush fire. | Public Liability:
10,000 Computers: 16,59,517
(added on 13.2.2007)
Baggage: Rs.5,000 Special Contingency policy for Laptops, Mobiles, etc Rs.23,87,387/- Special Contingency policy for Laptops, Mobiles, Compact Insurance for other fixed assets. Rs. 1,94,73,656 |
Rs.67,771/- Paid on 18-Oct-06 Extra premium: 13,292 (Paid on 13.2.2007 |
||||||||||||||
| II. Burglary and
Housebreaking Loss or damage to the contents of the insured premises due to burglary and housebreaking |
The schedule appended does not disclose premium amounts paid for insurance on Personal Accident and |
|||||||||||||||
141
| Type of | ||||||||||||||||
| insurance | Name of | Validity | Premium | |||||||||||||
| policy | Insurer | Policy No. | Period | Description of insurance | Total Sum Insured | payable | ||||||||||
| III. Electrical and
Mechanical Appliances Loss or damage due to unforeseen and sudden accidental physical damage caused by mechanical and electrical breakdown IV. Electronic Appliances |
Infidelity/ Dishonesty of Employees, therefore, these insurance covers have not been subscribed to by the company. | |||||||||||||||
| Loss or damage due to
any case other than those
specifically excluded |
||||||||||||||||
| V. Money |
||||||||||||||||
| Loss due to accident of
money relating to
profession or business
while in transit from and
to the insured premises |
||||||||||||||||
| VI. Personal Accident |
||||||||||||||||
| Compensation for death,
disablement solely and
directly caused by
accidental, violent,
external and visible
means. |
||||||||||||||||
| VII. Infidelity/Dishonesty of Employees | ||||||||||||||||
142
| Type of | ||||||||||||||||
| insurance | Name of | Validity | Premium | |||||||||||||
| policy | Insurer | Policy No. | Period | Description of insurance | Total Sum Insured | payable | ||||||||||
| Direct pecuniary loss
caused by act of fraud or
dishonesty |
||||||||||||||||
| VIII. Legal liability |
||||||||||||||||
| To pay compensation for
injury or damage to third
parties and employees |
||||||||||||||||
| IX. Fixed glass/ sanitary fittings/ neon signs/ hoardings | ||||||||||||||||
| Loss or damage due to
accidental breakage |
||||||||||||||||
Group mediclaim policy |
United India Insurance Company Limited |
071600/ 48/ 06/ 21/ 00000247 |
June 1, 2006 to May 31, 2007 | Insured event:
hospitalization expenses
in the event of disease,
illness or bodily injury. Maternity Expenses covered Exclusions: Pre-existing diseases, Any disease not stated in the insurance contract injury/disease attributable to war/foreign invasion Cost of spectacles, lenses Dental treatment Circumcision Convalescence, general debility |
190 employees @ 1,00,000
= 1,90,00,000 Details On 1.2.2007 Added 1 @ 1,00,000 = 1,00,000 On 4.1.2007 Added 9 @ 1,00,000 = 9,00,000 On 22.11.2006 Added 19 @ 1,00,000 = 19,00,000 On 20.11.2006 Deleted 15 @ 1,00,000 = 15,00,000 |
2,60,016 Details 8.2.2007 Rs.451 1.2.2007 Rs. 478 4.1.2007 5,364 22.11.2006 Rs. 20,053 20.11.2006 Recd: Rs. 5253 18.10.2006 |
||||||||||
143
| Type of | ||||||||||||||||
| insurance | Name of | Validity | Premium | |||||||||||||
| policy | Insurer | Policy No. | Period | Description of insurance | Total Sum Insured | payable | ||||||||||
| Charges for diagnosis Expenses for vitamins Treatment arising from pregnancy Naturopathy treatment |
On 18.10.2006 Added 24 @ 1,00,000 = 24,00,000 On 18.10.2006 Deleted 15 @ 1,00,000 = 15,00,000 |
21,091 18.10.2006 Recd: Rs. 13,259 |
||||||||||||||
Commercial General Liability Policy |
Tata AIG General Insurance Co. Ltd. | 0300003020 | January 3, 2007 to January 2, 2008 | A. Bodily injury and
Property Damage Exclusions: Expected injury, Contractual liability on the part of the insured, Liquor liability, liability under the workmen’s compensation act and similar laws, employer’s liability, injury arising out of pollution/ use of aircraft, auto, watercraft, mobile equipment, war B. Personal and Advertising Injury Liability |
General Aggregate Limit:
INR 88,700,000 Any one
occurrence and in the
aggregate Personal & Advertising Injury Limit: INR 44,350,000. Any one occurrence and in the aggregate Fire Damage Limit: INR 221,750 per occurrence Medical expense limit: INR 44,350 per person |
Rs. 3,43,471 | ||||||||||
C. Medical Payments D. Territory & jurisdiction:Worldwide including USA & Canada Exclusions: |
||||||||||||||||
1. Advertising legal liability |
||||||||||||||||
144
| Type of | ||||||||||||||||
| insurance | Name of | Validity | Premium | |||||||||||||
| policy | Insurer | Policy No. | Period | Description of insurance | Total Sum Insured | payable | ||||||||||
| 2. Care, Custody &
Control |
||||||||||||||||
| 3. Professional liability |
||||||||||||||||
| 4. Fines, Penalties,
Punitive, Exemplary
damage. |
||||||||||||||||
| 5. War and Terrorism |
||||||||||||||||
| 6. Property damage to
electronic data
(computer software
manufacturing) |
||||||||||||||||
Professional Liability Policy |
Tata AIG General Insurance Co. Ltd | 2300001446 | January 3, 2007 to January 2, 2008 | All damages resulting
from any claim for any
breach of duty,
infringement of
intellectual property,
defamation,
fraud/dishonesty of
employees |
Limit of Liability: 90,000,000 (in aggregate) | Rs. 7,57,620 | ||||||||||
| Endorsements: USA/Canada jurisdiction endorsement |
||||||||||||||||
| Exclusions: | ||||||||||||||||
| Anti-trust violations
Failure to achieve legally required standard of care Inaccurate pre-assessment cost of performing professional services Claim arising out of employment discrimination Insolvency. |
||||||||||||||||
145
| Type of | ||||||||||||||||
| insurance | Name of | Validity | Premium | |||||||||||||
| policy | Insurer | Policy No. | Period | Description of insurance | Total Sum Insured | payable | ||||||||||
| Failure of infrastructure Joint ventures Arising out of misdeeds Pollution |
||||||||||||||||
Comprehensive
Umbrella Liability Policy |
Tata AIG General Insurance Co. Ltd | 0300003797 | August 17, 2006 to August 17, 2007 | Territory & jurisdiction: Worldwide including USA & Canada Exclusions: |
Limit of Liability: 92,000,000 (US$2,000,000) Any one event and in aggregate | Rs. 2,50,000 | ||||||||||
| Occupational diseases as
defined under the
Workmen’s
Compensation Act are
not covered under this
policy. Laws: |
||||||||||||||||
Workmen’s
Compensation
Policy
Workers Compensation and Employers Liability Policy |
Tata AIG
General
Insurance Co.
Ltd
The Hartford |
0300003611 76 WEG RQ6511 |
June 26, 2006
to
June 25, 2007 June 2006 to June 2007 |
1. Workmen’s
Compensation Act, 1923 2. Fatal Accidents Act, 1855 |
Limit of Liability: 85,000,000 | Rs. 1,26,607 | ||||||||||
| Coverage: 1. Worker’s Compensation Insurance |
||||||||||||||||
146
| Type of | ||||||||||||||||
| insurance | Name of | Validity | Premium | |||||||||||||
| policy | Insurer | Policy No. | Period | Description of insurance | Total Sum Insured | payable | ||||||||||
| as applies to the
Worker’s Compensation
Law of the states: CA,
CT, GA. |
||||||||||||||||
| 2. Employer’s Liability Insurance: |
||||||||||||||||
| 7. Bodily injury by
Accident:$100,000 each accident. 8. Bodily injury by disease: $500,000 each accident. 1. Bodily injury by disease: $100,000 each employee. |
||||||||||||||||
Crime Insurance policy |
HDFC Chubb General Insurance |
EPC0000024000 100 | January 3, 2007 to January 2, 2008 | 2. Loss of
money/securities caused by theft or forgery by an Employee |
Limit of Liability: Employee Theft: 88,700,000 Premises Coverage: 88,700,000 |
Rs. 448,006 | ||||||||||
| Company Ltd. | 3. Loss caused by |
Transit Coverage: 88,700,000 |
||||||||||||||
| actual destruction,
disappearance or computer theft of money or securities from premises |
Depositors Forgery
Coverage: 88,700,000 Computer Fraud Coverage: 88,700,000 |
|||||||||||||||
| 4. Loss due to
destruction,
disappearance of
money or securities
while in transit from
and to the insured
premises in the hands of the insured, partner of the |
||||||||||||||||
147
| Type of | ||||||||||||||||
| insurance | Name of | Validity | Premium | |||||||||||||
| policy | Insurer | Policy No. | Period | Description of insurance | Total Sum Insured | payable | ||||||||||
| insured or an
employee. |
||||||||||||||||
| 5. losses cause by
forgery or alteration of, or in any cheque, draft, promissory note, Bill of exchange or similar instrument. |
||||||||||||||||
| 6. Loss resulting from Computer fraud | ||||||||||||||||
148
| Name of Company | Name of Contract | Date | ||
International Business Machines Corporation |
Technical Services Agreement. | February 13, 2006 | ||
| Procurement Agreement for Exchange of Confidential Information. | August 22, 2005 | |||
| Statement of Work (including Amendment to the SOW). | May 1, 2006 (Amendment dated July 11, 2006 and February 22, 2007) | |||
Proctor & Gamble
Home Products Ltd.
|
The Master Agreement (expired on February 5, 2004) | August 6, 2003 | ||
| The Master Agreement (expired on February 5, 2005). | February 6, 2004 | |||
| China Whisper SEM Research Contract (expired) | February 3, 2006 | |||
| Confidentiality disclosure agreement | July 13, 2006 | |||
Procter & Gamble (GuangZhou) Limited |
China retailer differential analysis contract (expired on December 30, 2004) | September 30, 2004 | ||
Procter & Gamble Home
Products Ltd. and
ACNielsen Korea
Limited
|
Third Party Access Agreement | August 24, 2004 | ||
| Master Agreement for Research Services | September 1, 2004 | |||
| Portfolio Optimization for the Coca Cola Company | September 24, 2004 | |||
| Statement of Work # 1 | September 1, 2004 | |||
| Statement of Work for CBL (TCCC uses CBL studies for its strategic marketing decision) (expired on October 31, 2005). | April 1, 2005 | |||
| Onsite Business Analyst Statement of Work | September 25, 2006 | |||
| Corporate K&I Analytics Support | December 27, 2006 | |||
| Statement of Work | December 8, 2006 | |||
Resort Condominiums,
LLC
|
Agreement laying down the framework for the provision of services. | Not Mentioned | ||
| Master Information Technology & Computer Consulting Services Agreement | January 1, 2006 | |||
| Statement of Work for Global Revenue Management and Analytics. | January 1, 2007 |
149
| Name of Company | Name of Contract | Date | ||
| Statement of Work for Global Revenue Management and Analytics. (expired on December 31, 2006). | January 1, 2006 | |||
| Statement of Work for Price Estimation Project (expired on January 7, 2007). | July 1, 2006 | |||
A.S. Watson Group
|
Contract for consulting services (expired on October 15, 2005). | July 1, 2005 | ||
| Contract for consulting services (expired on September 30, 2005) | August 15, 2005 | |||
Tata Consultancy
Services
|
Business associate agreement (expired on December 31, 2003). | April 1, 2003 | ||
| Extension of Agreement dated April 1, 2003 (expired on December 31, 2004). | January 1, 2004 | |||
| Extension of Agreement dated April 1, 2003 (expired on December 31, 2005). | December 15, 2004 | |||
Avery Dennison Office Products Company |
Confidentiality/non-disclosure agreement | July 26, 2004 | ||
| Confidentiality/non-disclosure agreement | January 1, 2005 | |||
| Letter of Intent | September 16, 2005 | |||
| Letter of Intent | June 3, 2005 | |||
| Master Services Consulting Agreement
(expired on February 28, 2007) Amendment to Master Services Consulting Agreement (March 1 to April 30, 2007) |
March 1, 2006 March 23, 2007 |
|||
Miller Brewing Company
|
Proposal for ‘Strategic Brand Scorecard’ | July 25, 2005 | ||
PepsiCo Foods (China) Ltd Co |
Agreement (to analyze the data given by clients more closely to obtain a deeper understanding of snacks in China) | November 1, — | ||
MMA/Carat, Inc
|
Confidentiality Agreement | January 6, 2005 | ||
Dunnhumby
|
Agreement for Services | December 31, 2006 | ||
VNU Business Media
|
Proposal for Sales Support Desk | February 3, 2005 | ||
GS
|
Statement of Work | January 6, 2004 | ||
Remy Cointreau
|
Proposal | December 20, 2005 | ||
ARCADIA Damsmanlik
Hizmetleri Ltd. Sti
|
Market Information Equity Analysis Contract |
04/07/2006 |
150
| Name of Company | Name of Contract | Date | ||
USHE (NBC Universal
Inc.)
|
Consulting Services Agreement | December 1, 2006 | ||
| Statement of Work for Insights/ Analytic Execution | December 1, 2006 | |||
Government Employees Insurance Companies |
Confidentiality & Non-Disclosure Agreement | February 14, 2006 | ||
| Statement of Work for Screens for Online Applicants Processing Addendum (New York) | December 24, 2006 | |||
| Statement of Work for Screens for Online Applicants Processing Addendum (New York) (ended on June 29, 2006) | April 4, 2006 | |||
| Statement of Work for Screens for Online Applicants Processing Addendum (Five City Addendum) (ended on August 11, 2006) | July 10, 2006 | |||
Infernotions Corporation |
Agreement for Services (ended on September 31, 2006) | September 26, 2005 | ||
ADAC Laboratories (a Philips Medical Systems Company) |
Consulting Services Agreement | February 15, 2006 | ||
Gabriel Systems Inc.
|
Consulting Services Agreement | September 1, 2005 | ||
Carlson Marketing
Worldwide Inc.
|
Independent Contractor Agreement | January 1, 2007 | ||
M.S.Krishnan
|
Consulting Agreement | November 1, 2005 | ||
Coca- Cola (China)
Beverages Ltd.
|
Services Agreement | April 11, 2007 | ||
Levi Strauss & Co
|
Services Agreement | October 7, 2005 | ||
Research Solutions LLC
|
Consulting Agreement | April 1, 2005 |
151
| Sl. No. | Account Number | Account | Bank Name | Bank Address | Authorised Signatories | Signing limits | ||||||||
1
|
004705001757 | Current | ICICI Bank Limited | ICICI Bank Limited, Koramangala Branch, # 366-367,1-a Main, VII Block, Koramangala, Bangalore 560 095, India. | S.Ramakrishnan, Vinay Mishra, Shankar Maruwada, V.Krishnaraj & Ruchi Kapoor | All cheques above Rs.20,000 are to be signed by any 2 of the authorised signatories mentioned above. | ||||||||
2
|
016906000001 | EEFC | ICICI Bank Limited | ICICI Bank Limited, Indiranagar Branch, Salarpuria House, 496, CMH Road, Indiranagar, Bangalore 560 008, India |
S.Ramakrishnan, Vinay Mishra, Shankar Maruwada, V.Krishnaraj & Ruchi Kapoor | All cheques above Rs.20,000 are to be signed by any 2 of the authorised signatories mentioned above. | ||||||||
3
|
Fixed Deposit | ICICI Bank Limited | ICICI Bank Limited, Koramangala Branch, # 366-367,1-a Main, VII Block, Koramangala, Bangalore 560 095, India. | Not Applicable | ||||||||||
4
|
487166 / 64007591238 | Fixed Deposit | State Bank of Mysore | HAL 2nd Stage Branch, Indiranagar, Bangalore 560038. | Not Applicable | |||||||||
| Sl. No. | Account Number | Account | Bank Name | Bank Address | Authorised Signatories | Signing limits | ||||||||
1
|
009490932310 | Current | Bank Of America | # 789, Howard Avenue, New Haven, CT-06510. | Vinay Mishra | No signing limit. | ||||||||
152
153
154
| 1 | I do not have any outstanding Stock options in the Company or the subsidiary of the Company, which are capable of conversion into any class of shares (including Equity Shares) in the Company or the subsidiary; and | |
| 2 | I do not have any rights whatsoever, to be issued any class of shares (including Equity Shares) in the Company or the subsidiary. |
| 1 | Name of the Bank: | |
| 2 | Address of the Branch: | |
| 3 | Bank Account Number: | |
| 4 | SWIFT Code: |
| Thanking you, Yours sincerely, |
||||
| Name: | ||||
155
| 3. | I do not have any outstanding Stock options in the Company or the subsidiary of the Company, which are capable of conversion into any class of shares (including Equity Shares) in the Company or the subsidiary; and |
| 4. | I do not have any rights whatsoever, to be issued any class of shares (including Equity Shares) in the Company or the subsidiary. |
| 5. | Name of the Bank: | |
| 6. | Address of the Branch: | |
| 7. | Bank Account Number: | |
| 8. | SWIFT Code: |
| Thanking you, Yours sincerely, |
||||
| Name: | ||||
156
| A. | The Grantors are selling their shares in the Company to WNS (Mauritius) Limited, a company organized under the laws of the Republic of Mauritius, and having its registered office at 10, Frere Felix de Valois Street, Port Louis, Mauritius (hereinafter referred to as the “Purchaser”) (such purchase of shares of the Company is hereinafter referred to as the “Transaction”), for which purpose it is proposed that the Purchaser, the company and the shareholders of the Company enter into a Share Purchase Agreement (the “Share Purchase Agreement”). |
| B. | The Grantors further recognize that under Clause 3.5 C (iv) of the Share Purchase Agreement, each of the Grantors are required execute a power of attorney authorizing the Purchaser to exercise voting rights in respect of shares held by the Grantors. |
| C. | In this regard, the Grantors, represented by Mr. Ramakrishnan, their duly authorised agent and attorney-infact, execute in favour of the Purchaser as Attorney, this irrevocable and unconditional (subject to the provisions of Clause 3 of this Power of Attorney) power of attorney authorising and empowering the Attorney to be the Grantor’s true and lawful attorney for and on their behalf and in their name to do and execute, perform all and every of the following acts, deeds, matters and things relevant or necessary in respect of the shares held by the Grantors; |
| 1 | Grant of Irrevocable Proxy: Each Grantor hereby appoints (subject to the provisions of Clause 3 of this Power of Attorney) the Purchaser and any designee of the Purchaser, and each of them individually, as such Grantor’s proxy and attorney-in-fact, with full power of substitution and re-substitution, to vote or act by written consent, in respect of the shares held by the Grantors, in any manner as such Purchaser may deem fit, during the term of the Share Purchase Agreement. The Grantors shall promptly cause a copy of this Irrevocable Power of Attorney to be deposited with the Company at its principal place of business and cause the Company to record, acknowledge and accept the terms and conditions hereof. Each Grantor shall (subject to the provisions of Clause 3 of this Power of Attorney) take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. |
| 2 | Nature of Irrevocable Proxy: The proxy and power of attorney granted pursuant to paragraph 1 above by each Grantor shall (subject to the provisions of Clause 3 of this Power of Attorney) be irrevocable during the term of the Share Purchase Agreement and shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Grantor. The power of attorney granted by each Grantor herein is a durable power of attorney and shall survive (subject to the provisions of Clause 3 of this Power of Attorney) the dissolution, bankruptcy, death or incapacity of such Grantor. The Grantors further authorize the Purchaser (subject to the provisions of Clause 3 of this Power of Attorney) to do execute and perform all or any of the following acts, deeds, matters and things: |
| (i) | to sign, seal, deliver, swear, execute any document required to be executed by the Grantors pursuant to the terms and conditions of this Irrevocable Power of Attorney; |
157
| (ii) | to take such action on behalf of the Grantors as may be required to be taken by the Purchaser in the capacity of a Shareholder of the Company; | ||
| (iii) | For more effectually doing, effecting, and performing the several matters and things aforesaid; | ||
| (iv) | To appoint from time to time such person or persons as the Attorney may think fit as their substitute or substitutes to do execute and perform all or any such matters and things as aforesaid and any such substitute or substitutes at pleasure to remove and to appoint another or others in their place and the Grantors hereby agree at all times to ratify and confirm whatsoever the Attorney or any such substitute or substitutes shall lawfully do or cause or to be done. |
| 3 | The Grantors undertake to ratify (subject to the provisions of Clause 3 of this Power of Attorney) all future acts done by the Attorney. |
| 4 | The Grantors shall not (subject to the provisions of Clause 3 of this Power of Attorney) revoke the authorization granted to the Attorney under this letter till such time that any of the Share Purchase Agreement is in force and effect. |
| 3. | Rights of Revocation: Notwithstanding anything to the contrary contained herein, I may unilaterally revoke this Power of Attorney upon the earlier of: |
| 1 | the termination of the Share Purchase Agreement; and | ||
| 2 | the title to the Second Tranche Shares (as defined in the Share Purchase Agreement) is transferred to the Purchaser in accordance with the provisions of the Share Purchase Agreement; and | ||
| 3 | the title to the First Tranche Shares (as defined in the Share Purchase Agreement) is transferred back to the Grantors by the Purchaser in accordance with the provisions of the Share Purchase Agreement. |
| Mr. Ramakriashnan | ||||
158
1
|
Krishnaraj Venkatraman | |
2
|
Anuradha Sharma | |
3
|
Amitabh Bose | |
4
|
Parthasarathy Vallabhajosyula | |
5
|
Sanjit Bhoumik | |
6
|
Rajesh Kumar Bhat | |
7
|
Vijay Jumani | |
8
|
Rajeev Sinha | |
9
|
Rajesh Apkari | |
10
|
Sanjay Dattatri |
1
|
Abhishek Ranjan Jha | |
2
|
Ajay | |
3
|
Aju Abraham | |
4
|
Annie Thomas | |
5
|
Arjun Madhavan | |
6
|
Arpan Gupta | |
7
|
Ashish Kumar | |
8
|
Ashish Mahajan | |
9
|
Bhargavi | |
10
|
Charles | |
11
|
Dechen | |
12
|
Dibyojyoti Haldar | |
13
|
Dipayan Chakraborty | |
14
|
Doyel | |
15
|
Durga Prasad | |
16
|
Eronesu Kar | |
17
|
G K Suresu Kumar | |
18
|
G.Vijaya | |
19
|
Gaurav Gupta | |
20
|
Gautam Munshi | |
21
|
Giridhar | |
22
|
GKR Krishnan | |
23
|
Hemalatha Dave | |
24
|
Kakul | |
25
|
Kamal Mishra | |
26
|
Krishnan Seshadri | |
27
|
Malavika | |
28
|
Malini | |
29
|
Manik Bhandari | |
30
|
Manoranjan | |
31
|
Milind Kelkar | |
32
|
Muralidhar Sundar | |
33
|
Neerav Naik | |
34
|
Nethravathy | |
35
|
Nidhi Gupta | |
36
|
Nikhil Deshpande | |
37
|
Nikunj | |
38
|
Pavan Bhat | |
39
|
Pradeep |
159
40
|
Praveen Hullur | |
41
|
Praveen Singh | |
42
|
Pravin Nampoothiri | |
43
|
Pritha Choudhuri | |
44
|
Puneet Gulati | |
45
|
R.Sowmya | |
46
|
Rajneesh Khosla | |
47
|
Rakesh Pande | |
48
|
Reddy | |
49
|
Ruchi Kapoor | |
50
|
S. Deepak Kumar | |
51
|
Sameer | |
52
|
Santosh Ramji | |
53
|
Saurabh Chopra | |
54
|
Shila Cyriac | |
55
|
Shravan | |
56
|
Sindhu Lekha | |
57
|
Siva Kumar H | |
58
|
Sneha Thakkar | |
59
|
Sooraj | |
60
|
Stephen Samuel | |
61
|
Stuti Dhandhania | |
62
|
Suchitra | |
63
|
Sudershan | |
64
|
Suresh Babu Perumal | |
65
|
Tarun Kumar Mukherjee | |
66
|
V. Makesh | |
67
|
Varun Mohanpuria | |
68
|
VC.Radha | |
69
|
Vikas Verma | |
70
|
Vinay CR | |
71
|
Vinitha Unni | |
72
|
Vinoth Babu |
1
|
Glen M Springer | |
2
|
Infernotions Corporation | |
3
|
MS Krishnan |
160
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
FOUNDERS: |
||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
S. Ramakrishnan
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 004701504081 OF Mr. S.Ramakrishnan WITH ICICI BANK LTD, BRANCH...(sol id 0047) | 76,799 | 477,826 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Vinay Mishra
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 003201021952 OF Mr. Vinay Mishra WITH ICICI BANK LTD, BRANCH...(sol id 0032) | 76,774 | 477,671 | |||||||
161
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Shankar Maruwada
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901549688 OF Mr.Shankar Maruwada WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 76,777 | 477,687 | |||||||
KEY EMPLOYEES: |
||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Krishnaraj Venkatraman
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 007801011013 OF Mr.Krishnaraj Venkataraman WITH ICICI BANK LTD, BRANCH...(sol id 0078) | 18,419 | 114,596 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Anuradha Sharma
|
CHASUS33XXX) ADVISING THEM THIS | 3,735 | 23,238 | |||||||
162
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901514118 OF Ms. Anuradha SharmaWITH ICICI BANK LTD, BRANCH...(sol id 0169) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Amitabh Bose
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901009974 OF Mr.Amitabh Bose WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 3,735 | 23,238 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Parthasarathy Vallabhajosyula
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901514122 OF Mr. Parthasarathy Vallabhajosyula WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 591 | 3,679 | |||||||
Sanjit Bhoumik
|
FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU |
1,245 | 7,746 | |||||||
163
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
| CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901534497 OF Mr. Sanjit Bhoumik WITH ICICI BANK LTD, BRANCH...(sol id 0169) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Rajesh Kumar Bhat
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 625301525913 OF Mr. Rajesh Kumar Bhat WITH ICICI BANK LTD, BRANCH...(sol id 6253) | 7,470 | 46,477 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Vijay Jumani
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901005388 OF Mr. Vijay Jumani WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 2,117 | 13,168 | |||||||
Rajeev Sinha
|
FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU |
249 | 1,549 | |||||||
164
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
| CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901530072 OF Mr. Rajeev Sinha WITH ICICI BANK LTD, BRANCH...(sol id 0169) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Rajesh Apkari
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901507029 OF Mr. Rajesh Apkari WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 249 | 1,549 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Sanjay Dattatri
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 625101508564 OF Mr. Sanjay Dattatri WITH ICICI BANK LTD, BRANCH...(sol id 6251) | 3,735 | 23,238 | |||||||
OTHER EMPLOYEES: |
||||||||||
Abhishek Ranjan Jha
|
FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU |
62 | 387 | |||||||
165
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
| CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016001004936 OF Mr. Abhishek Ranjan Jha WITH ICICI BANK LTD, BRANCH...(sol id 0160) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Ajay
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 625301525912 OF Mr. Ajay WITH ICICI BANK LTD, BRANCH...(sol id 6253) | 124 | 775 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Aju Abraham
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901524048 OF Mr. Aju Abraham WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 62 | 387 | |||||||
Annie Thomas
|
FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE | 249 | 1,549 | |||||||
166
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
| CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901518033 OF Ms. Annie Thomas WITH ICICI BANK LTD, BRANCH...(sol id 0169) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Arjun Madhavan
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901523793 OF Mr. Arjun Madhavan WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 125 | 775 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Arpan Gupta
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 004701509444 OF Mr. Arpan Gupta WITH ICICI BANK LTD, BRANCH...(sol id 0047) | 498 | 3,098 | |||||||
Ashish Kumar
|
FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | 124 | 775 | |||||||
167
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901533783 OF Mr. Ashish Kumar WITH ICICI BANK LTD, BRANCH...(sol id 0169) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Ashish Mahajan
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 004701519129 OF Mr. Ashish Mahajan WITH ICICI BANK LTD, BRANCH...(sol id 0047) | 124 | 775 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Bhargavi
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901531922 OF Ms. Bhargavi WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 62 | 387 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Charles
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO |
249 | 1,549 | |||||||
168
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| ACCOUNT NO 016901528122 OF Mr. Charles WITH ICICI BANK LTD, BRANCH...(sol id 0169) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Dechen
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901524633 OF Ms. Dechen WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 63 | 387 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Dibyojyoti Haldar
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901529089 OF Mr. Dibyojyoti Haldar WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 249 | 1,549 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Dipayan Chakraborty
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901516063 OF Mr. Dipayan Chakraborty WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 996 | 6,197 | |||||||
169
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Doyel
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 000201071697 OF Ms. Doyel WITH ICICI BANK LTD, BRANCH...(sol id 0002) | 124 | 775 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Durga Prasad
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 000401552050 OF Mr. Durga Prasad WITH ICICI BANK LTD, BRANCH...(sol id 0004) | 249 | 1,549 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Eronesu Kar
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901505373 OF Mr. Eronesu Kar WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 124 | 775 | |||||||
G K Suresu Kumar
|
FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU |
249 | 1,549 | |||||||
170
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
| CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 004701506072 OF Mr. G K Suresu Kumar WITH ICICI BANK LTD, BRANCH...(sol id 0047) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
G. Vijaya
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901529297 OF Ms. G.Vijaya WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 124 | 775 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Gaurav Gupta
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 000201525481 OF Mr. Gaurav Gupta WITH ICICI BANK LTD, BRANCH...(sol id 0002) | 249 | 1,549 | |||||||
Gautam Munshi
|
FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE | 623 | 3,873 | |||||||
171
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
| CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901531307 OF Mr. Gautam Munshi WITH ICICI BANK LTD, BRANCH...(sol id 0169) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Giridhar
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 008401001621 OF Mr. Giridhar WITH ICICI BANK LTD, BRANCH...(sol id 0084) | 373 | 2,324 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
GKR Krishnan
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 004701504030 OF Mr. GKR Krishnan WITH ICICI BANK LTD, BRANCH...(sol id 0047) | 747 | 4,648 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Hemalatha Dave
|
CHASUS33XXX) ADVISING THEM THIS | 63 | 387 | |||||||
172
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901550116 OF Ms. Hemalatha Dave WITH ICICI BANK LTD, BRANCH...(sol id 0169) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Kakul
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 029801502445 OF Ms. Kakul WITH ICICI BANK LTD, BRANCH...(sol id 0298) | 124 | 775 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Kamal Mishra
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901527407OF Mr. Kamal Mishra WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 373 | 2,324 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Krishnan Seshadri
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 603701508379 OF Mr. Krishnan | 249 | 1,549 | |||||||
173
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| Seshadri WITH ICICI BANK LTD, BRANCH...(sol id 6037) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Malavika
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901529769 OF Ms. Malavika WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 63 | 387 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Malini
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901535674 OF Ms. Malini WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 62 | 387 | |||||||
Manik Bhandari
|
DBS Bank Limited (A/c No. 024-5-020793) # 6 Shenton Way DBS Building Singapore — 068809 SWIFT CODE: DBSSSGSG |
249 | 1,549 | |||||||
Manoranjan
|
FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | 124 | 775 | |||||||
174
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 625401511270 OF Mr. Manoranjan WITH ICICI BANK LTD, BRANCH...(sol id 6254) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Milind Kelkar
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901511343 OF Mr. Milind Kelkar WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 1,307 | 8,133 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Muralidhar Sundar
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 000201552860 OF Mr. Muralidhar Sundar WITH ICICI BANK LTD, BRANCH...(sol id 0002) | 124 | 775 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Neerav Naik
|
CHASUS33XXX) ADVISING THEM THIS | 249 | 1,549 | |||||||
175
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901514117 OF Mr. Neerav Naik WITH ICICI BANK LTD, BRANCH...(sol id 0169) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Nethravathy
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901519378 OF Ms. Nethravathy WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 62 | 387 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Nidhi Gupta
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 004701532206 OF Ms. Nidhi Gupta WITH ICICI BANK LTD, BRANCH...(sol id 0047) | 124 | 775 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Nikhil Deshpande
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901528068 OF Mr. Nikhil Deshpande WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 62 | 387 | |||||||
176
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Nikunj
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901537242 OF Mr. Nikunj WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 125 | 775 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Pavan Bhat
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901529275 OF Mr. Pavan Bhat WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 124 | 775 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Pradeep
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901515833 OF Mr. Pradeep WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 62 | 387 | |||||||
Praveen Hullur
|
FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE | 124 | 775 | |||||||
177
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
| CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901524046 OF Mr. Praveen Hullur WITH ICICI BANK LTD, BRANCH...(sol id 0169) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Praveen Singh
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901517972 OF Mr. Praveen Singh WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 125 | 775 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Pravin Nampoothiri
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 000201525479 OF Mr. Pravin Nampoothiri WITH ICICI BANK LTD, BRANCH...(sol id 0002) | 125 | 775 | |||||||
Pritha Choudhuri
|
FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | 249 | 1,549 | |||||||
178
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901517630 OF Ms. Pritha Choudhuri WITH ICICI BANK LTD, BRANCH...(sol id 0169) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Puneet Gulati
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 002001514195 OF Mr. Puneet Gulati WITH ICICI BANK LTD, BRANCH...(sol id 0002) | 124 | 775 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
R.Sowmya
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901516811 OF Ms. R.Sowmya WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 125 | 775 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Rajneesh Khosla
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO |
747 | 4,648 | |||||||
179
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| ACCOUNT NO 002901020195 OF Mr. Rajneesh Khosla WITH ICICI BANK LTD, BRANCH...(sol id 0029) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Rakesh Pande
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901528675 OF Mr. Rakesh Pande WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 249 | 1,549 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Reddy
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901527406 OF Mr. Reddy WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 63 | 387 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Ruchi Kapoor
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 020401506212 OF Ms. Ruchi Kapoor WITH ICICI BANK LTD, BRANCH...(sol id 0204) | 467 | 2,905 | |||||||
180
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
S. Deepak Kumar
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 004701504060 OF Mr. S. Deepak Kumar WITH ICICI BANK LTD, BRANCH...(sol id 0047) | 249 | 1,549 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Sameer
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 624001533146 OF Mr. Sameer WITH ICICI BANK LTD, BRANCH...(sol id 6240) | 498 | 3,098 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Santosh Ramji
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901514119 OF Mr. Santosh Ramji WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 249 | 1,549 | |||||||
Saurabh Chopra
|
FOR CREDIT OF ACCOUNT NO 001 1 427374 | 498 | 3,098 | |||||||
181
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
| CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901523794 OF Mr. Saurabh Chopra WITH ICICI BANK LTD, BRANCH...(sol id 0169) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
| CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901514126 OF Ms. Shila Cyriac WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 249 | 1,549 | ||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Shravan
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 005301038216 OF Mr. Shravan WITH ICICI BANK LTD, BRANCH...(sol id 0053) | 124 | 775 | |||||||
Sindhu Lekha
|
FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE | 63 | 387 | |||||||
182
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
| CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901523298 OF Ms. Sindhu Lekha WITH ICICI BANK LTD, BRANCH...(sol id 0169) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Siva Kumar H
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901535691 OF Mr. Siva Kumar H WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 63 | 387 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Sneha Thakkar
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 029801501303 OF Ms. Sneha Thakkar WITH ICICI BANK LTD, BRANCH...(sol id 0298) | 124 | 775 | |||||||
Sooraj
|
FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | 63 | 387 | |||||||
183
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901524632 OF Mr. Sooraj WITH ICICI BANK LTD, BRANCH...(sol id 0169) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Stephen Samuel
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901514116 OF Mr. Stephen Samuel WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 747 | 4,648 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Stuti Dhandhania
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 625201509871 OF Ms. Stuti Dhandhania WITH ICICI BANK LTD, BRANCH...(sol id 6252) | 62 | 387 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Suchitra
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO |
249 | 1,549 | |||||||
184
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| ACCOUNT NO 020401000112 OF Ms. Suchitra WITH ICICI BANK LTD, BRANCH...(sol id 0204) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Sudershan
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 029801502444 OF Mr. Sudershan WITH ICICI BANK LTD, BRANCH...(sol id 0298) | 125 | 775 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Suresh Babu Perumal
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901514120 OF Mr. Suresh Babu Perumal WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 187 | 1,162 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Tarun Kumar Mukherjee
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901535697 OF Mr. Tarun Kumar Mukherjee WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 62 | 387 | |||||||
185
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
| CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901549891 OF Mr. V. Makesh WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 349 | 2,169 | ||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Varun Mohanpuria
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 000901544892 OF Mr. Varun Mohanpuria WITH ICICI BANK LTD, BRANCH...(sol id 0009) | 124 | 775 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
VC. Radha
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901516812 OF MS. VC. Radha WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 125 | 775 | |||||||
Vikas Verma
|
FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT | 249 | 1,549 | |||||||
186
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: |
||||||||||
| CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 000201552030 OF Mr. Vikas Verma WITH ICICI BANK LTD, BRANCH...(sol id 0002) | ||||||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Vinay CR
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 000201519729 OF Mr. Vinay CR WITH ICICI BANK LTD, BRANCH...(sol id 0002) | 498 | 3,098 | |||||||
| FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | ||||||||||
Vinitha Unni
|
CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901529093 OF MS. Vinitha Unni WITH ICICI BANK LTD, BRANCH...(sol id 0169) | 125 | 775 | |||||||
Vinoth Babu
|
FOR CREDIT OF ACCOUNT NO 001 1 427374 OF ICICI BANK LIMITED, MUMBAI, GTSU Chase a/c (CHIPS UID NO. 340828) (SWIFT CODE: ICICINBBXXX) WITH CHASE MANHATTAN BANK, NEW YORK (SWIFT ID: | 62 | 387 | |||||||
187
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
| CHASUS33XXX) ADVISING THEM THIS REMITTANCE FOR FURTHER CREDIT TO ACCOUNT NO 016901519455 OF Mr. Vinoth Babu WITH ICICI BANK LTD, BRANCH...(sol id 0169) | ||||||||||
OTHER SHAREHOLDERS |
||||||||||
| Remit to Deutsche Bank Trust Co Americas New York Swift Code: BKTRUS33, a/c no. 04 411 229 For account of Deutsche Bank AG, Singapore Chips UID 061968 Beneficiary Account No.: |
||||||||||
Tawny Dove Ltd.
|
8027849, Deutsche Bank, Singapore Beneficiary’s Bank: Deutsche Bank AG, Singapore Branch |
45,027 | 280,145 | |||||||
K. Ganesh
|
Swift code: HSBCINBB Routing code: BGE Account number: 071 086870 006 Account name: K. Ganesh Bank: HSBC, 7, M.G.Road, Bangalore — 570001, India |
14,168 | 88,152 | |||||||
188
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
Spark Capital Advisors
(India) Pvt Ltd.
|
The bank routing code for USD Receivers Correspondent: CHASE MANHATTAN BANK, NEW YORK (Swift Code: CHASUS33XXX) Beneficiary Bank: ICICI BANKING CORPORATION LTD Chips UID No: 340828(SWIFT : ICIC IN BB) Feds Routing Code: 021000021 Account No:001-1-427374. Spark’s Account details: |
|||||||||
| Account name: SPARK CAPITAL ADVISORS
(INDIA) PVT LTD. Account number: 603805928438 Branch: Mount Road Branch Address: Anna Salai, Chennai — 2 |
20,169 | 125,487 | ||||||||
189
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
Raji Raju
|
Name of Correspondent Bank JP MORGAN CHASE, NEW YORK 4, Chase Metro Tech Center, 8th Floor Brooklyn, New York 11245 Account No. in Correspondent Bank 400808595 USD Swift code or Routing No. CHASUS33XXX or FED ABA 021000021 Ultimate Beneficiary Name Mrs. Raji Raju Ultimate Beneficiary Account No. 000101529247 Ultimate Beneficiary Bank Name ICICI BANK LIMITED # 1, Cenotaph Road Branch Chennai 600 018 India Ultimate Beneficiary Bank’s SWIFT code ICICINBBXXX |
17,796 | 110,723 | |||||||
Glen M Springer
|
Mellon Bank ABA Routing number: 043000261 Merrill Lynch Account: 1011730 Final Credit to our personal account: Glen Springer Account number: 51V 23540 |
9,639 | 59,970 | |||||||
| Royal Bank of Canada Bank Transit: 06352 Canada Account number: 4001574 Institution number: |
||||||||||
Infernotions
Corporation
|
003 Swift code: ROYCCAT2 | 5,147 | 32,022 | |||||||
190
| Second Tranche | ||||||||||
| SECOND | Escrow | |||||||||
| TRANCHE | Consideration (In | |||||||||
| Name | Bank Account Details | SHARES | USD) | |||||||
MS Krishnan
|
Intermediary Financial Institution: Central Credit Union of Michigan Routing Number 2724-7807-5 Beneficiary Financial Institution: University of Michigan Credit Union Account Number 2724-7654-3 Beneficiary:
University of Michigan Credit Union A/c 26413
Mayuram S. Krishnan and Vydehi Krishnan, |
2,119 | 13,184 | |||||||
GRAND TOTAL
|
402,897 | 2,506,731 | ||||||||
191
| SECOND | Proportion of Earnout | |||||||
| TRANCHE | Consideration Payable To Each | |||||||
| Name | SHARES | Of the Selling Shareholder | ||||||
FOUNDERS: |
||||||||
S. Ramakrishnan |
76,799 | 19.06 | % | |||||
Vinay Mishra |
76,774 | 19.06 | % | |||||
Shankar Maruwada |
76,777 | 19.06 | % | |||||
KEY EMPLOYEES: |
||||||||
Krishnaraj Venkatraman |
18,419 | 4.57 | % | |||||
Anuradha Sharma |
3,735 | 0.93 | % | |||||
Amitabh Bose |
3,735 | 0.93 | % | |||||
Parthasarathy Vallabhajosyula |
591 | 0.15 | % | |||||
Sanjit Bhoumik |
1,245 | 0.31 | % | |||||
Rajesh Kumar Bhat |
7,470 | 1.85 | % | |||||
Vijay Jumani |
2,117 | 0.53 | % | |||||
Rajeev Sinha |
249 | 0.06 | % | |||||
Rajesh Apkari |
249 | 0.06 | % | |||||
Sanjay Dattatri |
3,735 | 0.93 | % | |||||
OTHER EMPLOYEES: |
||||||||
Abhishek Ranjan Jha |
62 | 0.02 | % | |||||
Ajay |
124 | 0.03 | % | |||||
Aju Abraham |
62 | 0.02 | % | |||||
Annie Thomas |
249 | 0.06 | % | |||||
Arjun Madhavan |
125 | 0.03 | % | |||||
Arpan Gupta |
498 | 0.12 | % | |||||
Ashish Kumar |
124 | 0.03 | % | |||||
Ashish Mahajan |
124 | 0.03 | % | |||||
Bhargavi |
62 | 0.02 | % | |||||
Charles |
249 | 0.06 | % | |||||
Dechen |
63 | 0.02 | % | |||||
Dibyojyoti Haldar |
249 | 0.06 | % | |||||
Dipayan Chakraborty |
996 | 0.25 | % | |||||
Doyel |
124 | 0.03 | % | |||||
Durga Prasad |
249 | 0.06 | % | |||||
Eronesu Kar |
124 | 0.03 | % | |||||
G K Suresu Kumar |
249 | 0.06 | % | |||||
G.Vijaya |
124 | 0.03 | % | |||||
Gaurav Gupta |
249 | 0.06 | % | |||||
Gautam Munshi |
623 | 0.15 | % | |||||
Giridhar |
373 | 0.09 | % | |||||
GKR Krishnan |
747 | 0.19 | % | |||||
Hemalatha Dave |
63 | 0.02 | % | |||||
Kakul |
124 | 0.03 | % | |||||
Kamal Mishra |
373 | 0.09 | % | |||||
Krishnan Seshadri |
249 | 0.06 | % | |||||
Malavika |
63 | 0.02 | % | |||||
Malini |
62 | 0.02 | % | |||||
Manik Bhandari |
249 | 0.06 | % | |||||
1
| SECOND | Proportion of Earnout | |||||||
| TRANCHE | Consideration Payable To Each | |||||||
| Name | SHARES | Of the Selling Shareholder | ||||||
Manoranjan |
124 | 0.03 | % | |||||
Milind Kelkar |
1,307 | 0.32 | % | |||||
Muralidhar Sundar |
124 | 0.03 | % | |||||
Neerav Naik |
249 | 0.06 | % | |||||
Nethravathy |
62 | 0.02 | % | |||||
Nidhi Gupta |
124 | 0.03 | % | |||||
Nikhil Deshpande |
62 | 0.02 | % | |||||
Nikunj |
125 | 0.03 | % | |||||
Pavan Bhat |
124 | 0.03 | % | |||||
Pradeep |
62 | 0.02 | % | |||||
Praveen Hullur |
124 | 0.03 | % | |||||
Praveen Singh |
125 | 0.03 | % | |||||
Pravin Nampoothiri |
125 | 0.03 | % | |||||
Pritha Choudhuri |
249 | 0.06 | % | |||||
Puneet Gulati |
124 | 0.03 | % | |||||
R.Sowmya |
125 | 0.03 | % | |||||
Rajneesh Khosla |
747 | 0.19 | % | |||||
Rakesh Pande |
249 | 0.06 | % | |||||
Reddy |
63 | 0.02 | % | |||||
Ruchi Kapoor |
467 | 0.12 | % | |||||
S. Deepak Kumar |
249 | 0.06 | % | |||||
Sameer |
498 | 0.12 | % | |||||
Santosh Ramji |
249 | 0.06 | % | |||||
Saurabh Chopra |
498 | 0.12 | % | |||||
| 249 | 0.06 | % | ||||||
Shravan |
124 | 0.03 | % | |||||
Sindhu Lekha |
63 | 0.02 | % | |||||
Siva Kumar H |
63 | 0.02 | % | |||||
Sneha Thakkar |
124 | 0.03 | % | |||||
Sooraj |
63 | 0.02 | % | |||||
Stephen Samuel |
747 | 0.19 | % | |||||
Stuti Dhandhania |
62 | 0.02 | % | |||||
Suchitra |
249 | 0.06 | % | |||||
Sudershan |
125 | 0.03 | % | |||||
Suresh Babu Perumal |
187 | 0.05 | % | |||||
Tarun Kumar Mukherjee |
62 | 0.02 | % | |||||
| 349 | 0.09 | % | ||||||
Varun Mohanpuria |
124 | 0.03 | % | |||||
VC.Radha |
125 | 0.03 | % | |||||
Vikas Verma |
249 | 0.06 | % | |||||
Vinay CR |
498 | 0.12 | % | |||||
Vinitha Unni |
125 | 0.03 | % | |||||
Vinoth Babu |
62 | 0.02 | % | |||||
OTHER SHAREHOLDERS |
||||||||
Tawny Dove Ltd. |
45,027 | 11.18 | % | |||||
K. Ganesh |
14,168 | 3.52 | % | |||||
Spark Capital Advisors (India) Pvt Ltd. |
20,169 | 5.01 | % | |||||
Raji Raju |
17,796 | 4.42 | % | |||||
Glen M Springer |
9,639 | 2.39 | % | |||||
2
| SECOND | Proportion of Earnout | |||||||
| TRANCHE | Consideration Payable To Each | |||||||
| Name | SHARES | Of the Selling Shareholder | ||||||
Infernotions Corporation |
5,147 | 1.28 | % | |||||
MS Krishnan |
2,119 | 0.53 | % | |||||
GRAND TOTAL |
402,897 | 100.00 | % | |||||
3
1
2
| Sl. | ||||||||||||
| Nos. | Name | Father’s name | Age | Present residential address | Nationality | |||||||
| 94,Rama Krishnappa | ||||||||||||
| Road, Cox Town, | ||||||||||||
1 |
Abhishek Ranjan Jha | B.K. Jha | 24 | Bangalore— 560005. | Indian | |||||||
| B1, Manikanta | ||||||||||||
| Residency, Vignana | ||||||||||||
2 |
Dibyojyoti Haldar | A K Haldar | 26 | Nagar, Blore—75 | Indian | |||||||
| 1-4B, Alps Estate, | ||||||||||||
| 460/1 Sarjapur Road, | ||||||||||||
| Kaikondanahalli, | ||||||||||||
3 |
Rajesh Apkari | A Nagarajan Rao | 36 | Bangalore — 560035 | Indian | |||||||
| #49, Old | ||||||||||||
| Thippsandara, Indira | ||||||||||||
4 |
Manoranjan Pattanayak | Akshaya Kumar Pattanayak | 31 | nagar, Bangalore—38 | Indian | |||||||
| Flat No. G1/A, | ||||||||||||
| Priyanka Paradise, 1st | ||||||||||||
| Cross, Kaggadasapura, | ||||||||||||
| C.V. Raman Nagar, | ||||||||||||
5 |
Muralidhar Sundar | Alagarsamy | 32 | Bangalore — 560 093. | Indian | |||||||
| 1020/C 17th D cross, | ||||||||||||
| 2nd Stage, | ||||||||||||
| Indiranagar, Bangalore | ||||||||||||
6 |
Doyel Kar | Amal Kar | 30 | 38 | Indian | |||||||
| Flat C-402 Spartan | ||||||||||||
| Heights Building , | ||||||||||||
| 16/17 Richmond Road, | ||||||||||||
7 |
Gautam Munshi | Ashish Munshi | 30 | Bangalore 560025 | Indian | |||||||
| 204, Maitree | ||||||||||||
| Appartment, Ashiana | ||||||||||||
| Road, Patna, Bihar — | ||||||||||||
8 |
Ashish Kumar | Ashok Kumar Gupta | 31 | 25 | Indian | |||||||
| Door No. C1, Karthik | ||||||||||||
| Koushalya | ||||||||||||
| Apartments, | ||||||||||||
| Malleshpalya, 5th | ||||||||||||
| Main, 4th Cross, | ||||||||||||
9 |
Eronesu Kar | Asish Kar | 29 | Bangalore—560075 | Indian | |||||||
| #1083, Mahalakshmi | ||||||||||||
| Nilaya, Vijanapura, | ||||||||||||
| Dooravaninagar post, | ||||||||||||
10 |
VC.Radha | B.V. Govindaraju | 30 | Bangalore — 560 016 | Indian | |||||||
| #24,1st Floor,Ganesha | ||||||||||||
| Nilaya, 1st Cross, | ||||||||||||
| Dinnur,R.T.Nagar— | ||||||||||||
11 |
Hemalatha Dave | Babulal Dave | 26 | 560032 | Indian | |||||||
| #1006, 2nd cross, 13th | ||||||||||||
| main, HAL Stage-2, | ||||||||||||
| Indiranagar, | ||||||||||||
12 |
Santosh Ramji | Cheekatla Suryanarayana | 30 | Bangalore— 560038 | Indian | |||||||
| 408, A4, Ganga Block, | ||||||||||||
13 |
Nikunj | Col Niraj Vohra | 25 | NGV | Indian | |||||||
| # 70, 3rd Cross, Near | ||||||||||||
14 |
Dechen | NIM Dorjee Bhutia | 26 | Kaveri Nursing Home, | Indian | |||||||
3
| Sl. | ||||||||||||
| Nos. | Name | Father’s name | Age | Present residential address | Nationality | |||||||
| Madiwala, Blore — 68 | ||||||||||||
| #303, Saptgiri | ||||||||||||
| Dr. Narendra | Mension, 16D Main, | |||||||||||
| Kumar | HAL II, Indiranagar, | |||||||||||
15 |
Varun Mohanpuria | Mohanpuria | 26 | Bangalore | Indian | |||||||
| 102/B, 1st Cross, 18th | ||||||||||||
| Main, 6th Block, | ||||||||||||
| Koramangla, | ||||||||||||
16 |
Nidhi Gupta | Dr. Surendra Kumar Jain | 27 | Bangalore | Indian | |||||||
| 622 B, VI Main, III | ||||||||||||
| Phase, BDA Housing | ||||||||||||
| Colony, Domlur II | ||||||||||||
| Stage, Bangalore — | ||||||||||||
17 |
Vinoth Babu | Elakkumanan P | 25 | 560071 | Indian | |||||||
| Flat GC, Golden | ||||||||||||
| Daffodills, 13th Main | ||||||||||||
| I cross Kodihalli | ||||||||||||
18 |
Rakesh Pande | G.C. Pande | 28 | Bangalore—08 | Indian | |||||||
| No 5, 9th Main, 15th | ||||||||||||
| Cross, Lakkasandra, | ||||||||||||
19 |
G K Suresu Kumar | G.GUNASEK ARAN | 29 | Bangalore — 560030. | Indian | |||||||
| 603, Flat C, Swathi | ||||||||||||
| Apartments, 29th | ||||||||||||
| Cross Street, Indira | ||||||||||||
| Nagar, Chennai | ||||||||||||
20 |
Sanjay Dattatri | Gangadhar Rao Dattatri | 38 | 600020 | Indian | |||||||
| #185, Ground floor, | ||||||||||||
| 5th main, | ||||||||||||
| KEB Layout, BTM 1st | ||||||||||||
| Stage, | ||||||||||||
21 |
Praveen Hullur | Ghatigeppa M Hullur | 26 | Bangalore—75 | Indian | |||||||
| # 37, “SUMEGHA” | ||||||||||||
| 11th Cross Prashanth | ||||||||||||
| Nagar Bangalore — | ||||||||||||
22 |
Pavan Bhat | Ishwar Bhat | 30 | 560079 | Indian | |||||||
| G-007, Golden | ||||||||||||
| Residency, Sarjapur | ||||||||||||
| Outer ring road, | ||||||||||||
| Bellandhur, Bangalore | ||||||||||||
23 |
Vinitha Unni | K.V. Unni | 27 | — 37 | Indian | |||||||
| Flat No.T - 405, Purva | ||||||||||||
| Park, MSO | ||||||||||||
| Colony, Cox | ||||||||||||
| Town, Bangalore — | ||||||||||||
24 |
Rajneesh Khosla | Late I.B.Khosla | 34 | 56005 | Indian | |||||||
| 2586, 17th Main, 2nd | ||||||||||||
| Cross, HAL 2nd | ||||||||||||
| Stage, Indiranagar, | ||||||||||||
25 |
Neerav Naik | Late Mr. Rajendra Naik | 28 | PIN-560008 | Indian | |||||||
| 101, MCMR | ||||||||||||
| MANSION, 3RD | ||||||||||||
| MAIN, 2ND CROSS, | ||||||||||||
| NEW | ||||||||||||
| THIPPASANDRA, | ||||||||||||
26 |
Sameer Mulbagal | M. K. MULBAGAL | 34 | BANGALORE— | INDIAN | |||||||
4
| Sl. | ||||||||||||
| Nos. | Name | Father’s name | Age | Present residential address | Nationality | |||||||
| 560075 | ||||||||||||
| #9, Shree Gokulam, | ||||||||||||
| 5th Cross Abhiyah | ||||||||||||
| Reddy Layout, | ||||||||||||
| Kagadaspura, | ||||||||||||
27 |
Aju Abraham | M.V. Abraham | 29 | Bangalore — 73 | Indian | |||||||
| #233/A, 5th cross, 2nd | ||||||||||||
| Main, New | ||||||||||||
| Thippasandra, | ||||||||||||
28 |
Sindhu Lekha S | M.Velayudhan Pillai | 32 | Bangalore — 560075 | Indian | |||||||
| 402 Prudential | ||||||||||||
| Maruthi Apartments | ||||||||||||
| 2nd Cross Wind | ||||||||||||
| Tunnel Road | ||||||||||||
| Murugeshpalaya | ||||||||||||
29 |
Dipayan Chakraborty | N G Chakraborty | 26 | Bangalore | Indian | |||||||
30 |
Giridhar | N Ramachandran | 32 | Will snd you later | Indian | |||||||
| #1227/68, 1st Main | ||||||||||||
| Road, M.C | ||||||||||||
| Layout, Vijayanagar, | ||||||||||||
31 |
Bhargavi | N. MohanReddy | 25 | Banagalore—560079. | Indian | |||||||
| No. 713, | ||||||||||||
| Manimandiram, 5th | ||||||||||||
| Main, 3rd block, BEL | ||||||||||||
| Layout, | ||||||||||||
| Vidyaranyapura, | ||||||||||||
32 |
Sooraj | P. Sukumaran Nair | 28 | Bangalore—560097 | Indian | |||||||
| S 202, HM | ||||||||||||
| Tambourine, | ||||||||||||
| Jaraganahlli Post, | ||||||||||||
| Kanakpura Road J.P | ||||||||||||
| Nagar 6th Phase | ||||||||||||
33 |
Pradeep | Parvathappa Gowda J.M | 30 | Bangalore — 560078 | Indian | |||||||
| 19, 1st cross, kumara | ||||||||||||
| garden, vijayanagar, | ||||||||||||
34 |
Suresh Babu Perumal | PERUMAL | 31 | bangalore 560040 | Indian | |||||||
| 101 Onyx Apartments, | ||||||||||||
| Kodihalli 1st Main | ||||||||||||
35 |
Charles | Peter Amos | 27 | Blore 8 | Indian | |||||||
| T.malini,d/o t.prathap | ||||||||||||
| reddy, vengalammache | ||||||||||||
| ruvu, (via) | ||||||||||||
| Bukkapattam, anathapu | ||||||||||||
| r(dist), Anadhar | ||||||||||||
36 |
Malini | Prathap Reddy | 26 | pradesh. | Indian | |||||||
| 2606, 18th Main, 3rd | ||||||||||||
| Cross, HAL 2nd | ||||||||||||
| Stage, Indira Nagar, | ||||||||||||
37 |
Gaurav Gupta | R. K. Gupta | 29 | Bangalore | Indian | |||||||
| 7/5, Paranjyothi Road, | ||||||||||||
| Frazer Town, | ||||||||||||
38 |
Stuti Dhandhania | Ramakant Dhandhania | 26 | Bangalore 5 | Indian | |||||||
5
| Sl. | ||||||||||||
| Nos. | Name | Father’s name | Age | Present residential address | Nationality | |||||||
| 1144 W 28th St, # 2, | ||||||||||||
| Los Angeles, CA | ||||||||||||
39 |
Saurabh Chopra | Ranjan Chopra | 26 | 90007, United States | Indian | |||||||
| 102-B, 1st Cross, 18th | ||||||||||||
| Main, 6th Block, | ||||||||||||
| Koramangala, | ||||||||||||
40 |
Arpan Gupta | Ravi Kant Gupta | 26 | Bangalore 560095 | Indian | |||||||
| # 51/A, 10th Cross, | ||||||||||||
| Govindappa Lane, | ||||||||||||
41 |
V. Makesh | S Venkataramanan | 29 | Kodihalli, Bangalore | Indian | |||||||
| Raunak’, No.589, 4th | ||||||||||||
| Cross, HMT Layout, | ||||||||||||
| Ganganagar, | ||||||||||||
42 |
Ruchi Kapoor | S.N.Kapoor | 34 | Bangalore 560 032 | Indian | |||||||
| 2361; 2nd C cross; | ||||||||||||
| 15th Main; 100 ft | ||||||||||||
| road; Indira Nagar; | ||||||||||||
43 |
Durga Prasad | Samba Siva Rao | 26 | Bangalore - 560038 | Indian | |||||||
| 424, Yamuna Block; | ||||||||||||
| National Games | ||||||||||||
| Village; Koramangala; | ||||||||||||
44 |
Sudarshan | Satish Gangrade | 26 | Bangalore-47. | Indian | |||||||
| 192/10, 3rd Cross, | ||||||||||||
| New Byappanahalli, | ||||||||||||
45 |
Krishnan Seshadri | Seshadri | 30 | Bangalore 560039 | Indian | |||||||
| 2nd Floor, #1176, 12th | ||||||||||||
| B Main, 1st Cross, | ||||||||||||
| Indiranagar 100Ft Rd, | ||||||||||||
46 |
Shravan | Sharad Vaman Pai | 27 | Bangalore - 560038 | Indian | |||||||
| A-203, Rajhans | ||||||||||||
| Avenue, Near Anant | ||||||||||||
| Park, Behind Sabari | ||||||||||||
| School, Vasna Road, | ||||||||||||
| Vadodara, Gujarat. | ||||||||||||
47 |
Pravin Nampoothiri | Shreedharan Nampoothiri | 36 | PIN - 390 015 | Indian | |||||||
| # 57, 4th Main, | ||||||||||||
| Domlur 2nd Stage, | ||||||||||||
48 |
Pritha Choudhuri | Sourindra Choudhuri | 29 | Bangalore | Indian | |||||||
| C/O G.Ramareddy, | ||||||||||||
| No. 365, Govinda | ||||||||||||
| Sri Bikash | Shetty playa, Hosur | |||||||||||
| Chandra | main Road, Electronic | |||||||||||
49 |
Tarun Kumar Mukherjee | Mukherjee | 32 | City, Bangalore-100 | Indian | |||||||
| #362, F F Colony, | ||||||||||||
| Laggere, Opp. Mount | ||||||||||||
| Senoria School, | ||||||||||||
50 |
S. Deepak Kumar | Sridarshan | 27 | Bangalore - 560 058 | Indian | |||||||
| W/o Prashanth.K. , | ||||||||||||
| #236 | ||||||||||||
| Samethanahally(vill/P | ||||||||||||
| ost), Kadugudi- | ||||||||||||
51 |
Nethravathy | Srinivas | 26 | via,Bangalore-560067 | Indian | |||||||
| Flt # 103, Vaishali | ||||||||||||
| Residency, 2nd cross, | ||||||||||||
| 13th B Main, | ||||||||||||
52 |
Suchitra | Subbarao M. | 28 | Indranagar, HAL 2nd | Indian | |||||||
6
| Sl. | ||||||||||||
| Nos. | Name | Father’s name | Age | Present residential address | Nationality | |||||||
| stage, Bangalore | ||||||||||||
| 304, Victoria II | ||||||||||||
| Apartments | ||||||||||||
| 7th Cross, Domlur | ||||||||||||
| Layout | ||||||||||||
53 |
Sanjit Bhoumik | SUBRATA BHOUMICK | 33 | Bangalore 560071 | Indian | |||||||
| 81, 1st floor, 17E | ||||||||||||
| Main, Koramangala | ||||||||||||
| 6th Block, B’lore- | ||||||||||||
54 |
Rajesh Kumar Bhatt | Subray L Bhat | 33 | 560095 | Indian | |||||||
| A 301, Mantri | ||||||||||||
| Splendor, 46/1, | ||||||||||||
| Gedalahalli, Hennur | ||||||||||||
| Main Road, Bangalore | ||||||||||||
55 |
G.Vijaya | T S Ganesan | 32 | 77 | Indian | |||||||
| C 204, Ranka Corner, | ||||||||||||
| 14 Cambridge Road, | ||||||||||||
| Cambridge Layout, | ||||||||||||
56 |
Shila Cyriac | V I Cyriac | 39 | Ulsoor, Bangalore 8 | Indian | |||||||
| #6, Diksha | ||||||||||||
| Apartments, 3rd main, | ||||||||||||
| 3rd cross, Defence | ||||||||||||
| Parthasarathy | colony, Indira Nagar, | |||||||||||
57 |
Vallabhajosyula | V.K.M. Sarma | 33 | Bangalore - 560038 | Indian | |||||||
| # BC,131, ground | ||||||||||||
| floor, 3rd ‘B’ cross, | ||||||||||||
| Kasture nagara, | ||||||||||||
58 |
Reddy | V.Krishnappa | 35 | Bangalore - 560 043 | Indian | |||||||
| 776, 17th F Main, 6th | ||||||||||||
| Cross, Kormangala 6th | ||||||||||||
| Block, Bangalore - | ||||||||||||
59 |
Ashish Mahajan | Vijay L Mahajan | 27 | 560034 | Indian | |||||||
| 992/1, 1st floor , 11th | ||||||||||||
| main, 1st Block, 3rd | ||||||||||||
| Stage, | ||||||||||||
| Basaveshwarnagar, | ||||||||||||
60 |
Malavika | Vivekanandan D. | 29 | Bangalore 560079 | Indian | |||||||
| 114 Trinity Meadows, | ||||||||||||
| Bellandur, Bangalore- | ||||||||||||
61 |
Vikas Verma | AVM K.C.Varma | 31 | 560037 | Indian | |||||||
| B - 503 Ranka | ||||||||||||
| Plaza,157 Wheeler | ||||||||||||
| Road, Frazer | ||||||||||||
| Town, Bangalore - | ||||||||||||
62 |
Vijay Jumani | Jagdish L Jumani | 32 | 560005 | Indian | |||||||
| Flat #302, MS Rhythm | ||||||||||||
| Apartments, 18th | ||||||||||||
| Main, HAL 2nd Stage, | ||||||||||||
| Kodihalli, Bangalore | ||||||||||||
63 |
Ajay | K UNNIKRISHNAN | 31 | 560008 | Indian | |||||||
| 102, H Colony, 2nd | ||||||||||||
| Cross, Indiranagar 1st | ||||||||||||
| stage, Bangalore - | ||||||||||||
64 |
Sneha Thakkar | Vishnuprasad Thakkar | 26 | 560038 | Indian | |||||||
7
| Sl. | ||||||||||||
| Nos. | Name | Father’s name | Age | Present residential address | Nationality | |||||||
| 245, 1st floor, 4th | ||||||||||||
| main, 3rd cross, | ||||||||||||
| domlur stage II, | ||||||||||||
65 |
Amitabh Bose | Samir bose | 36 | bangalore 560 071 | Indian | |||||||
| 36, Defence Colony, | ||||||||||||
| 2nd Main, indira | ||||||||||||
66 |
Annie Thomas | Raymond Thomas Correia | 48 | Nagar, Bangalore-38 | Indian | |||||||
| Ramya Regent | ||||||||||||
| Apartments, 2nd | ||||||||||||
| Floor, Flat no. 3G, Ist | ||||||||||||
| Main, Ist Stage, | ||||||||||||
| Indiranagar, Bangalore | ||||||||||||
67 |
Anuradha Sharma | Brij Raj Singh | 37 | -38 | Indian | |||||||
| # 47, 1st Cross, 1st | ||||||||||||
| Main, Basweshwar | ||||||||||||
68 |
Nikhil Deshpande | Govind Deshpande | 27 | Nagar, Bangalore-17 | Indian | |||||||
| 71, 1st Main, 11th | ||||||||||||
| Cross, Jagdish Nagar, | ||||||||||||
| Near New | ||||||||||||
| Thippasandra Post, | ||||||||||||
69 |
Rajeev Sinha | Late B N Sinha | 36 | Bangalore-75 | Indian | |||||||
| D/o | ||||||||||||
| Ramachandra.N, Rama | ||||||||||||
| chandra Complex, opp | ||||||||||||
| Govt | ||||||||||||
| School, Channasandra | ||||||||||||
| Main | ||||||||||||
| Road, Channasandra, | ||||||||||||
70 |
R.Sowmya | Ramachandra. N | 27 | Bangalore-560067 | Indian | |||||||
| Milan, P. O | ||||||||||||
| Mambaram, Kannur | ||||||||||||
71 |
Arjun Madhavan | Pullambi Madhavan | 29 | 670741, Kerala | Indian | |||||||
| Janani Nilayam, # 28, | ||||||||||||
| nd Cross, 3rd Block, | ||||||||||||
| Dasappa Layout, | ||||||||||||
| Rammurthy Nagar, | ||||||||||||
72 |
GKR Krishnan | GK Raman | 27 | Bangalore - 16 | ||||||||
| # 578, 10th Main, 6th | ||||||||||||
| Cross, HAL 2nd | ||||||||||||
| Stage, Indira Nagar - | ||||||||||||
73 |
Kakul Paul | Col Narinder Paul | 25 | 560008 | Indian | |||||||
| 1310 Valley Lake | ||||||||||||
| drive, #404, | ||||||||||||
74 |
Kamal Mishra | Late Laxmi Narayan Mishra | 28 | Schaumburg, IL 60195 | Indian | |||||||
| 43 Hume Avenue, | ||||||||||||
| #03-03 Symphony | ||||||||||||
| Heights, Singapore | ||||||||||||
75 |
Manik Bhandari | Hoshiyar Singh Bhandari | 30 | 598739 | Indian | |||||||
| Flat No E2, Mallar | ||||||||||||
| Mansion, | ||||||||||||
| Kaggadaspura Main | ||||||||||||
| Road, Maruthi Nagar, | ||||||||||||
76 |
Praveen Singh | L P Singh | 34 | Blore-75 | Indian | |||||||
| 404, Vars Fantasy | ||||||||||||
| Apartments, No. 33, | ||||||||||||
77 |
Puneet Gulati | Sh. Krishan Kumar Gulati | 26 | 1st Main Kodihalli, | Indian | |||||||
8
| Sl. | ||||||||||||
| Nos. | Name | Father’s name | Age | Present residential address | Nationality | |||||||
| Bangalore-560008 | ||||||||||||
| Malikarjuna nilaya, | ||||||||||||
| #204, 7th A Main, 4th | ||||||||||||
| Cross, RPC Layout, | ||||||||||||
| Vijayanagar, | ||||||||||||
78 |
Shivakumar Hanjagimath | Basavarajaya | 31 | Bangalore-40 | Indian | |||||||
| K 305, Purva Pavilion | ||||||||||||
| 170, Kempapura | ||||||||||||
| Krishnaraj | Hebbal | |||||||||||
79 |
Venkataraman | K S Venkataraman | 37 | Bangalore 560024 | Indian | |||||||
| 504 Glen Way NE | ||||||||||||
80 |
Vinay CR | C Ramesh | 28 | Atlanta GA 30319 | Indian | |||||||
| Rohan Vasantha, Apt | ||||||||||||
| A-201, Varathur Main | ||||||||||||
| Road, Marathahalli, | ||||||||||||
81 |
Stephen Samuel | N M Samuel | 33 | Bangalore - 560037 | Indian | |||||||
| 301, SMR Vinay | ||||||||||||
| Vatika, Nagan Palya | ||||||||||||
| Road, Maruti Sewa | ||||||||||||
| Nagar, Bangalore 560 | ||||||||||||
82 |
Milind Kelkar | Sundar Kelkar | 36 | 033 | Indian | |||||||
| 905 Miami Way | ||||||||||||
83 |
Glen M. Springer | Don Eugene Springer | 39 | Boulder CO 80305 | US Citizen | |||||||
| Non-resident- | ||||||||||||
| A Company | ||||||||||||
| 599B Yonge Street, | registered | |||||||||||
| Infernotions | Toronto ON M4Y | under the laws | ||||||||||
84 |
Corporation | 1Z4, Canada | of Canada | |||||||||
| 4869 North Ridgeside | ||||||||||||
| Circle, Ann Arbor MI | ||||||||||||
85 |
M.S. Krishnan | M.S.Swaminathan (late) | 43 | 48105 | US Citizen | |||||||
| 203, Block3, ‘Green is | ||||||||||||
| the Color’, 6th Cross, | ||||||||||||
| 3rd Main, BTM | ||||||||||||
| Layout, 2nd Stage, | ||||||||||||
| Bilekahalli, | ||||||||||||
86 |
S. Ramakrishnan | C R Sreenivasan | 35 | Bangalore-560076. | Indian | |||||||
| 5A, Krystal | ||||||||||||
| Apartments, 80 Feet | ||||||||||||
| Road, Indiranagar, | ||||||||||||
87 |
Shankar Maruwada | M.V.Rao | 35 | Bangalore-560075 | Indian | |||||||
| Y-1, Shivaganga Apts, | ||||||||||||
| Sonari, Jamshedpur, | ||||||||||||
88 |
Vinay Mishra | Mahendra Misra | 34 | Jharkand-831 011 | NRI | |||||||
| 18, 2nd Floor, Khader | ||||||||||||
| Nawaz Khan Road, | ||||||||||||
| Nungambakkam, | N/A-Indian | |||||||||||
89 |
Spark Capital | Chennai-600034 | Company | |||||||||
| S-24, Golden Enclave, | ||||||||||||
| Airport Road, | ||||||||||||
90 |
Ganesh Krishnan | Bangalore-560 017 | Indian | |||||||||
9
| Sl. | ||||||||||||
| Nos. | Name | Father’s name | Age | Present residential address | Nationality | |||||||
| 10 Frere Felix De | ||||||||||||
| Velois Street, Port | N/A-Mauritus | |||||||||||
91 |
Tawny Dove Ltd | Louis | Company | |||||||||
| Old No: 4/9, New No: | ||||||||||||
| 9 Casurina Drive, | ||||||||||||
| Neelankarai, Chennai - | ||||||||||||
92 |
Raji Raju | A.H.Subramanian | 37 | 600 041. | Indian | |||||||
10
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 7/15/08 | ||||
| 6/15/08 | ||||
| 3/31/08 | 20-F, 20-F/A, 6-K | |||
| 1/2/08 | ||||
| Changed as of / Deleted on: | 11/26/07 | |||
| 10/18/07 | ||||
| 9/30/07 | 6-K | |||
| 8/17/07 | 6-K, SC 13G | |||
| Filed on: | 6/26/07 | 20-F | ||
| 6/25/07 | ||||
| 5/31/07 | ||||
| 5/15/07 | 6-K | |||
| 4/30/07 | ||||
| 4/20/07 | ||||
| 4/17/07 | ||||
| 4/16/07 | ||||
| 4/14/07 | ||||
| 4/13/07 | ||||
| 4/11/07 | ||||
| 4/10/07 | ||||
| 4/9/07 | ||||
| 4/8/07 | ||||
| 4/7/07 | ||||
| 4/5/07 | ||||
| 4/1/07 | ||||
| For Period End: | 3/31/07 | 20-F, 6-K | ||
| 3/27/07 | ||||
| 3/23/07 | ||||
| 3/7/07 | 6-K | |||
| 2/28/07 | ||||
| 2/22/07 | ||||
| 1/7/07 | ||||
| 1/3/07 | ||||
| 1/1/07 | ||||
| 12/31/06 | ||||
| 12/27/06 | ||||
| 12/24/06 | ||||
| 12/8/06 | ||||
| 12/1/06 | ||||
| 10/19/06 | ||||
| 9/25/06 | ||||
| 8/17/06 | ||||
| 8/11/06 | ||||
| 7/13/06 | ||||
| 7/11/06 | ||||
| 7/10/06 | ||||
| 7/1/06 | ||||
| 6/29/06 | ||||
| 6/26/06 | ||||
| 6/1/06 | ||||
| 5/1/06 | ||||
| 4/4/06 | ||||
| 3/31/06 | ||||
| 3/1/06 | ||||
| 2/15/06 | ||||
| 2/14/06 | ||||
| 2/13/06 | 6-K | |||
| 2/3/06 | ||||
| 1/21/06 | ||||
| 1/1/06 | ||||
| 12/31/05 | ||||
| 12/23/05 | ||||
| 12/20/05 | ||||
| 11/1/05 | ||||
| 10/31/05 | ||||
| 10/15/05 | ||||
| 10/7/05 | ||||
| 9/30/05 | ||||
| 9/26/05 | ||||
| 9/16/05 | ||||
| 9/1/05 | ||||
| 8/22/05 | ||||
| 8/15/05 | ||||
| 7/25/05 | ||||
| 7/18/05 | ||||
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