31[St ] October 2022

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To
Listing Department BSE Limited 25thFloor, P. J. Towers, Dalal Street, Mumbai – 400 001. Scrip Code: 505368	Listing Department National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra East, Mumbai – 400 051. Scrip Code: REVATHI

Dear Sir / Madam,

Sub: Meetings of equity shareholders and unsecured creditors of the Company.

Ref: In the matter of the Composite Scheme of Arrangement amongst Renaissance Advanced Consultancy Limited and Renaissance Consultancy Services Limited and Renaissance Stocks Limited and Revathi Equipment Limited and Semac Consultants Private Limited and Renaissance Corporate Consultants Limited under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 (“Scheme”).

This is to inform that pursuant to the directions of the Hon'ble National Company Law Tribunal, Special Bench - II, Chennai ("Tribunal") vide its order dated 12[th] October, 2022 ("Tribunal Order"), a meeting of the Equity Shareholders of Revathi Equipment Limited ("Company") will be held on Saturday, 03[rd] December, 2022 at 3:00 p.m. (IST) at the registered office of the Company at Pollachi Road, Malumichampatti, Coimbatore, Tamil Nadu 641 021 to consider and approve the proposed the Composite Scheme of Arrangement (Demerger and Amalgamation) proposed to be made amongst Renaissance Advanced Consultancy Limited (“RACL”) and Renaissance Consultancy Services Limited (“RCSL”) and Renaissance Stocks Limited (“RSL”) and Revathi Equipment Limited (“REL”) and Semac Consultants Private Limited (“SCPL”) and Renaissance Corporate Consultants Limited (“RCCL”) (“collectively referred to as Applicant Companies”) and their respective Shareholders and Creditors (“Scheme”) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act") read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, as amended from time to time. Intimation in this regard was already given to the stock exchanges.

Pursuant to the directions of the Tribunal given under the Tribunal Order, the Company is

Revathi Equipment Limited

331, Pollachi Road, Coimbatore - 641 050. India. Phone : 0422 - 2610851, 0422 - 6655100, Fax : 0422 - 6655199 CIN No.: L29120TZ1977PLC000780 E-mail: [email protected] Website: www.revathi.in

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providing its equity shareholders facility to exercise their right to vote, on resolution proposed to be passed:

i. remotely, using an electronic voting system on the dates mentioned herein below (" remote e-voting ") and

ii. at the Meeting by voting through Polling paper:

A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date, i.e., Saturday, 26[th] November 2022 only shall be entitled to exercise his/her/its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an equity shareholder as on the cut-off date, should treat this communication and the Notice of the Meeting for information purpose only.

The Scheme remains subject to receipt of applicable regulatory and other approvals as identified in the Scheme uploaded on our Company website.

Copy of the Notice and statement under Sections 230 to 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, of the aforesaid meetings are attached herewith.

The salient information along with the Scheme is uploaded on the Company website at http://www.revathi.in/investor-relations/scheme-of-arrangement/

You are requested to take the above information on record.

Thanking You,

Sincerely,

For Revathi Equipment Limited

Digitally signed by NISHANT NISHANT RAMAKRISHNAN RAMAKRISHNAN Date: 2022.11.01 07:26:25 +05'30'

Nishant Ramakrishnan

Company Secretary and Compliance Officer

Revathi Equipment Limited

331, Pollachi Road, Coimbatore - 641 050. India. Phone : 0422 - 2610851, 0422 - 6655100, Fax : 0422 - 6655199 CIN No.: L29120TZ1977PLC000780 E-mail: [email protected] Website: www.revathi.in

Revathi Equipment Limited

CIN: L29120TZ1977PLC000780

Regd. Office: Pollachi Road, Malumichampatti, Coimbatore, Tamil Nadu – 641021 Tel. No.: 0422- 6655111, Fax No.: 0422- 6655199

E-mail: [email protected]; Website: www.revathi.in

NOTICE OF MEETING OF THE EQUITY SHAREHOLDERS OF REVATHI EQUIPMENT LIMITED CONVENED AS PER THE DIRECTIONS OF THE NATIONAL COMPANY LAW – TRIBUNAL, SPECIAL BENCH II, CHENNAI

	MEETING OF THE EQUITY SHAREHOLDERS OF REVATHI EQUIPMENT LIMITED	MEETING OF THE EQUITY SHAREHOLDERS OF REVATHI EQUIPMENT LIMITED
Day		Saturday
Date		3rdDecember, 2022
Time		3:00 P.M.
Venue		Pollachi Road, Malumichampatti, Coimbatore, Tamil Nadu – 641021

	REMOTE E-VOTING	REMOTE E-VOTING

Commencing on		30th November, 2022 at 09.00 a.m.
Ending on		2nd December, 2022 at 05.00 p.m.

INDEX

Sr. No.	Contents	Page No.
1.	Notice convening Meeting of the Equity Shareholders of Revathi Equipment Limited as per the directions of the National Company Law Tribunal, Special Bench – II,Chennai	04-15
2.	Explanatory Statement under Section 230(3), 232 (2) and Section 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.	16-60

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3. Annexure I
Order of the Hon’ble National Company Law Tribunal, Bench 61-83
- II at Chennai dated 12th October 2022.
4. Annexure II
Composite Scheme of Arrangement amongst Renaissance 84-151
Advanced Consultancy Limited (“RACL”) and Renaissance
Consultancy Services Limited (“RCSL”) and Renaissance
Stocks Limited (“RSL”) and Revathi Equipment Limited 61-
(“REL”) and Semac Consultants Private Limited (“SCPL”)
and Renaissance Corporate Consultants Limited (“RCCL”)
(“collectively referred to as Applicant Companies”) and their
respective Shareholders and Creditors under Sections 230
to 232 read with Section 66 and other applicable provisions
of the Companies Act, 2013.
5. Annexure III
Valuation report dated 12 [th] November 2021 issued by CA 152-165
Vijay Deep Singh, Noida, Registered Valuer
6. Annexure IV
Fairness Opinion dated 12 [th] November 2021 issued by M/s. 166-183
Vivro Financial Services Private Limited
7. Annexure V
Copy of Observation letter dated 04 [th] May, 2022 from BSE 184-186
Limited to Revathi Equipment Limited
8. Annexure VI
Copy of Observation letter dated 02 [nd] May, 2022 from 187-189
National Stock Exchange of India Limited to Revathi
Equipment Limited
9. Annexure VII
Complaint Reports dated 26 [th] December 2021 submitted by 190-191
Revathi Equipment Limited to BSE Limited and National
Stock Exchange of India Limited, respectively.
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10. Annexure VIII
Report adopted by the Board of Directors of the following 192-204
Applicant Companies in their respective board meetings
pursuant to the provisions of Section 232(2)(c) of the
Companies Act, 2013;
a) Renaissance Advanced Consultancy Limited
b) Renaissance Consultancy Services Limited
c) Renaissance Stocks Limited
d) Revathi Equipment Limited
e) Semac Consultants Private Limited
f) Renaissance Corporate Consultants Limited
11. Annexure IX
Information pertaining to the following companies in the 205-234
format specified for abridged prospectus as specified in Part
E of Schedule VI of the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements)
Regulations, 2018;
a) Renaissance Advanced Consultancy Limited
b) Renaissance Consultancy Services Limited
c) Renaissance Stocks Limited
d) Semac Consultants Private Limited
e) Renaissance Corporate Consultants Limited
12. Annexure X
Unaudited provisional financial statements of all the 235-304
Applicant Companies as on 30 [th] June 2022
13. Annexure XI
BSE letter dated January 24, 2022 and the reply of the Reply of the Company to the BSE letter dated January 24, 305-324
Company regarding the same. 2022.
14. Form of Proxy 325-327
15. Attendance Slip 328
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Form CAA2 [Pursuant to Section 230(3) and Rule 6 of the Companies (Compromises, Arrangements & Amalgamation) Rules, 2016]

COMPANY APPLICATION NO. CA (CAA)/64 (CHE)/ 2022

REVATHI EQUIPMENT LIMITED

TRANSFEREE COMPANY / DEMERGED COMPANY NO. 2 / COMPANY

REL / APPLICANT COMPANY NO. 4 /

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF THE COMPANY

NOTICE is hereby given that by an Order dated 12[th] October, 2022 in the above mentioned Company Application (the ‘Order’) , the Hon’ble National Company Law Tribunal, Special Bench - II , Chennai (‘NCLT’ or ‘Tribunal’) has directed a Meeting of the Equity Shareholders of the Company be held for the purpose of considering, and if thought fit, approving with or without modification(s), the arrangement embodied in the Composite Scheme of Arrangement amongst Renaissance Advanced Consultancy Limited (RACL or the Applicant Company No. 1 or the Transferor Company No. 1 or the Demerged Company No. 1) and Renaissance Consultancy Services Limited (RCSL or the Applicant Company No. 2 or the Resulting Company No. 1) and Renaissance Stocks Limited ( RSL or the Applicant Company No. 3 or the Transferor Company No. 2) and Revathi Equipment Limited (REL or the Applicant Company No. 4 or the Transferee Company or the Demerged Company No. 2) and Semac Consultants Private Limited ( SCPL or the Applicant Company No. 5 or the Transferor Company No. 3) and Renaissance Corporate Consultants Limited (RCCL or the Applicant Company No. 6 or the Resulting Company No. 2) and their respective Shareholders and Creditors (‘the Scheme’).

In pursuance of the said Order and as directed therein Notice is hereby given that a Meeting of the Equity Shareholders of the said Company will be held on Saturday, 3rd December, 2022 at 3:00 P.M. at the registered office of the Company at Pollachi Road, Malumichampatti, Coimbatore, Tamil Nadu – 641021 at which time and place the said Equity Shareholders are requested to attend.

“ RESOLVED THAT pursuant to the provisions of Section 230 – 232 read with Section 66 of the Companies Act, 2013 and the relevant rules thereto and other applicable provisions of the Companies Act, 2013, circulars, and notifications made thereunder (including any statutory modification or re-enactment thereof) as may be applicable, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Securities and Exchange Board of India Circular No CFD/DIL3/CIR/2017/21 dated March 10, 2017 and Master

Circular No. SEBI/HO/ CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, the observation letters issued by BSE Limited and the National Stock Exchange of India Limited dated 04[th] May, 2022 and 02[nd] May 2022 respectively and subject to provisions of the Memorandum and Articles of Association of the Company and subject to approval of the Hon’ble National Company Law Tribunal, Special Bench – II, Chennai (‘NCLT’) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the Hon’ble NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which term shall deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Composite Scheme of Arrangement amongst Renaissance Advanced Consultancy Limited (RACL or the Applicant Company No. 1 or the Transferor Company No. 1 or the Demerged Company No. 1) and Renaissance Consultancy Services Limited (RCSL or the Applicant Company No. 2 or the Resulting Company No. 1) and Renaissance Stocks Limited (RSL or the Applicant Company No. 3 or the Transferor Company No. 2) and Revathi Equipment Limited (REL or the Applicant Company No. 4 or the Transferee Company or the Demerged Company No. 2) and Semac Consultants Private Limited (SCPL or the Applicant Company No. 5 or the Transferor Company No. 3) and Renaissance Corporate Consultants Limited (RCCL or the Applicant Company No. 6 or the Resulting Company No. 2) and their respective Shareholders and Creditors (‘the Scheme’) be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem expedient, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the arrangement embodied in the Scheme and to make any modifications or amendments to the Scheme at any time and for any reason whatsoever, and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Tribunal while sanctioning the Scheme or by any authorities under law or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper without being required to seek any further approval of the Equity Shareholders or otherwise to the end and intent that the Equity Shareholders shall be deemed to have given their approval thereto expressly by authority under this Resolution and the Board be and is hereby further authorized to execute such further deeds, documents and writings that may be considered necessary, make necessary filings and carry out any or all activities for the purpose of giving effect to this Resolution.”

TAKE FURTHER NOTICE that you may vote on the said resolution through remote e-voting (as set out in detail in this Notice) and attend and vote at the said meeting on 3[rd] December, 2022 through the facility for voting through polling paper at 3:00 P.M. the details of which are also mentioned herein below.

TAKE FURTHER NOTICE that pursuant to the provisions of Section 230(4) of the Companies Act, 2013 (‘the Act’) read with Rule 6(3)(xi) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification or reenactment thereof); Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’); Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 issued by SEBI and Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 (‘SEBI Circulars’) issued by Securities and Exchange Board of India (‘SEBI’), and other relevant laws and regulations, as may be applicable updated or amended from time to time, the Company has provided the facility of voting by remote e-voting so as to enable the Equity Shareholders to consider and approve the Scheme by way of the aforesaid resolution. In addition, the Company has provided the facility of voting during the meeting. Accordingly, voting by the Equity Shareholders on the proposed Scheme shall be carried out through the remote e-voting prior to the meeting as well as through the option made available during the meeting, respectively.

TAKE FURTHER NOTICE that copies of the Scheme and of the Explanatory Statement, under Sections 230(3) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, along with the enclosures as indicated in the Index, can be obtained free of charge at the registered office of the Company at Pollachi Road, Malumichampatti, Coimbatore, Tamil Nadu – 641021.

Persons entitled to attend and vote at the meeting, may vote in person or by proxy, provided that all proxies in the prescribed form are deposited at the Registered Office of the Company at Pollachi Road, Malumichampatti, Coimbatore, Tamil Nadu – 641021 not later than 48 hours before commencement of the meeting.

TAKE FURTHER NOTICE that the NCLT, Special Bench – II, Chennai has appointed Dr. K.S. Ravichandran, Practicing Company Secretary to be the Chairperson of the said meeting including for any adjournment or adjournments thereof. The above-mentioned arrangement, if approved by the Meeting, will be subject to the subsequent approval of the Hon’ble NCLT.

A copy of the proposed Scheme, the Order of the NCLT, Special Bench – II, Chennai dated 12[th] October, 2022, Explanatory Statement under Sections 230(3) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the enclosures as indicated in the Index are enclosed.

In compliance with the NCLT Order, the Company is sending the Notice through electronic mode (e-mail) for whose e-mail IDs are registered with the Company for communication purposes and through registered post for others whose e-mail id is not available In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Companies Act read with the rules framed thereunder and the MCA Circulars, the Company has extended only the remote e-voting facility for its members, to enable them to cast their votes electronically instead of submitting the postal ballot form. The instructions for remote e-voting are appended to the Notice. The members can vote on resolutions through remote e-voting facility or through voting during the meeting. Assent or dissent of the members on the resolution mentioned in the Notice would only be taken through the remote e-voting system as per the MCA Circulars. Only those Members, who will be present in the Meeting and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through polling paper in the Meeting.

Form of Proxy can be obtained from Registered Office of the Company.The members may refer to the Notes to this Notice for the details of remote e-voting. The voting rights of the Equity Shareholders shall be in proportion to their Equity Shareholding in the Company as on closure of business hours on 26[th] November, 2022 (‘ Cut-off Date ’). As directed by the Hon’ble NCLT, the Company is convening a Meeting of its Equity Shareholders, who are required to pass the resolution approving the Scheme by, inter-alia, e-voting. Since Equity Shareholders include Public Shareholders, this will be in sufficient compliance of the Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021. The scrutinizer, Mr. Pranav Shankar will however submit his separate report to the Chairman of the Company after completion of the scrutiny of the votes cast by the Public Shareholders so as to announce the results of the votes exercised by the Public Shareholders of the Company. A person who is not an Equity Shareholder of the Company as on 26th November, 2022 should treat the Notice for information purpose only.

Dated this 27[th] October, 2022

Sd/-

Dr. K.S. Ravichandran

Chairman appointed for the Meeting Registered Office: Pollachi Road, Malumichampatti, Coimbatore, Tamil Nadu – 641021

Website: www.revathi.in; Email: [email protected]; CIN: L29120TZ1977PLC000780

A route map along with prominent landmark for easy location to reach the venue of the meeting is provided herein below.

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Notes:

A registered equity shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/herself and such proxy need not be a member of the Company. The instrument appointing a proxy in order to be effective, should be deposited at the registered office of the company duly completed and signed, not less than 48 (forty-eight) hours before the commencement of the meeting of the equity shareholders.
As per Section 105 of the Companies Act, 2013 and Rules made thereunder, a person can act as Proxy on behalf of not more than 50 (fifty) members holding in aggregate, not more than 10% (ten percent) of the total share capital of the Company carrying voting rights. Further, a member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as Proxy and such person shall not act as Proxy for any other person or shareholder.
All alterations made in the Form of Proxy should be initialed .
The Equity Shareholder of the Company whose names are appearing in the records of the Company as on the Cut-off date shall be eligible to attend and vote at the meeting of the Equity Shareholders of the Company or cast their votes using remote e-voting facility. Only registered Equity Shareholders of the Company may attend and vote (either in person or by

proxy or by authorised representative under applicable provisions of the Companies Act, 2013) at the Tribunal Convened Equity Shareholders meeting.

Companies or Body Corporate or Foreign Portfolio Investors (FPIs)/ Foreign Institutional Investors (FIIs) who are registered Equity Shareholder(s) of the Company would be required to deposit certified copies of Resolution/Power of Attorney, as the case may be, authorising the individuals named therein, to attend and vote at the meeting on its behalf. These documents must be deposited at the Registered Office of the Company not later than 48 (forty-eight) hours before the commencement of the meeting.
A member or his/her Proxy is requested to bring the copy of the notice to the meeting and produce the attendance slip, duly completed and signed, along with PAN/ DP ID & Client ID/ Folio No. for attending the meeting.
Pursuant to SEBI Circular dated 3rd November, 2021 read with SEBI Circulars dated 14th December, 2021 and 25th January, 2022 on Common and Simplified Norms for processing Investor’s Service, the shareholders holding shares in Physical mode are mandatorily required to record their PAN, Address with PIN code, Email address, Mobile Number, Bank Account details, Specimen Signature and Nomination with the Company/ Registrar & Share Transfer Agent RTA) of the Company.
In case of non-updation of KYC - Folios wherein any one of the cited details/documents, (i.e PAN, Address with PIN code, Email address, Mobile Number, Bank Account details, Specimen Signature and Nomination) are not available on or after April 01, 2023, shall be frozen as per SEBI circular. The securities in the frozen folios shall be eligible to lodge any grievance or avail service request from the RTA only after furnishing the complete documents / details as aforesaid. And eligible for any payment including dividend, interest or redemption payment only through electronic mode upon complying with the above stated requirements.
Members holding shares in physical form are requested to notify immediately any change in their address along with respective address proof and Bank particulars to the Company or its Registrar & Share Transfer Agent and in case their shares are held in dematerialized form, this information should be passed on directly to their respective Depository Participants and not to the Company / Registrars & Share Transfer Agent.
Equity Shareholders are informed that in case of joint holders attending the meeting, only such joint holders whose name stands first in the Register of Members of the Company in respect of such joint holding will be entitled to vote.
The Notice is being sent to / published / displayed for all the Equity Shareholders, whose names appear in the register of members/ list of beneficial owners as received from

M/s SKDC Consultants Limited (“Registers & Share Transfer Agent”) on 21[st ] October, 2022. A person who is not an Equity Shareholder of the Company as on 26[th] November, 2022 should treat the Notice for information purpose only.

All the documents referred to in the accompanying notice and Explanatory Statement, shall be available for inspection through electronic mode, basis the request being sent to the Company at [email protected].
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the relevant Circulars issued by Ministry of Corporate Affairs, Government of India (‘MCA Circulars’) the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the Meeting of the Equity shareholders. For this purpose, the Company has entered into an agreement with LINKINTIME for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system on the date of the meeting of the equity shareholders will be provided by LINKINTIME.
In line with the MCA Circular, the Notice calling the Meeting of the Equity Shareholders along with the Explanatory Statement is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories / Registrar & Transfer Agent and has been uploaded on the website of the Company at www.revathi.in The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the notice of the meeting of the Equity Shareholders is also available on the website of LINKINTIME at https://instavote.linkintime.co.in/. To facilitate such members to receive this Notice electronically and cast their vote electronically, the Company has made special arrangement with its Registrar & Transfer Agent i.e., M/s SKDC Consultants Limited, for registration of email addresses in terms of the MCA Circulars. The process for registration of email addresses is as under:
a. In light of the MCA Circulars, members who have not registered their email address and in consequence could not receive the remote e-voting notice may temporarily get their email address registered with the M/s SKDC Consultants Limited, by submitting duly filled in Form ISR-1 along with required annexures and follow the registration process as guided thereafter. Post successful registration of the email address, the member would get soft copy of the Notice and the procedure for remote e-voting along with the user ID and password to enable remote e-voting for this meeting. In case of any queries, members may write to [email protected].

b. It is clarified that for permanent registration of email address, members are requested to register their email addresses, in respect of electronic holdings with their concerned depository participants and in respect of physical holdings with M/s SKDC Consultants Limited having it office at “Surya”, 35, May Flower Avenue, Behind Senthil Nagar, Sowripalayam Road, Coimbatore – 641028.
c. Those members who have already registered their email addresses are requested to keep their email addresses validated with their depository participants/ M/s SKDC Consultants Limited to enable servicing of notices and documents electronically to their email address.
The Notice convening the meeting will be published through advertisement in ‘Business Standard’ (All India Edition) in the English language and translation thereof in ‘Dinamani’ (Tamil Nadu Edition) Tamil in the Vernacular language, and also in ‘Navbharat Times’ (All India Edition) in Hindi language.

INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING: -

The remote e-voting period commences on 30[th] November, 2022. During this period, the members of the Company, holding shares either in physical form or in dematerialised form, as on the Cut-off date, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter.
The members who have casted their vote by remote e-voting prior to the meeting may also attend the meeting of the Equity Shareholders but shall not be entitled to cast their votes thereat again .
The remote e-voting period commences on 30[th] November, 2022 at 9:00 A.M. and ends on 2[nd] December, 2022 at 5:00 P.M. During this period members of the Company, holding shares either in physical form or in dematerialised form, as on the Cut-off date, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by LINKINTIME for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
A person who is not a member as on cut-off date should treat this Notice for information purpose only.

- How do I vote electronically using LINKINTIME e Voting system?

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP (“E-voting Service Providers”) portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL	1. 2. 3. 4.	Existing IDeAS user can visit the e-Services website of NSDL viz... https://eservices.nsdl.com either on a personal computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login"" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e- Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be re-directed to “InstaVote” website for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e- Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. 2.	Existing users who have opted for Easi / Easiest, can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. After successful login of Easi/Easiest the user will be able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

Type of shareholders	Login Method	Login Method
	3. 4.	If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration. Alternatively, the user can directly access e-Voting page by providing demat account number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.
Individual Shareholders (holding securities in demat mode) login through their depository participants.	1. 2.	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e- Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.
Individual Shareholders holding securities in Physical mode & evoting service Provider is LINKINTIME.	Individual Shareholders of the company, holding shares in physical form as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under: 1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in 2. Click on“Sign Up”under‘SHARE HOLDER’tab and register with your following details: - A. User ID:Shareholders holding shares inphysical form shall provideEvent No + Folio Number registered with the Company. B. PAN:Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable. C. DOB/DOI:Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format) D. Bank Account Number:Enter your Bank Account Number (last four digits), as recorded with your DP/Company. Shareholders/ members holding shares inphysical form*but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above ▶Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter). ▶Click “confirm” (Your password is now generated).

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Type of Login Method
shareholders
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Click on ‘Login’ under ‘SHARE HOLDER’ tab. 4. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’. Cast your vote electronically: 1. After successful login, you will be able to see the notification for e- voting. Select ‘View’ icon . 2. E-voting page will appear. 3. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link). 4. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’ . They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 or 22-23058542-43.

Individual Shareholders holding securities in Physical mode has forgotten the password:

If an Individual Shareholders holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’ o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

 It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
 For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
 During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.
I. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the Cut-off date.
II. The NCLT, Chennai Bench - II has appointed Mr. Pranav Shankar as the Scrutinizer to scrutinize the remote e-voting and voting at the meeting in a fair and transparent manner and for the purpose of ascertaining the majority.
III. The NCLT, Special Bench – II, Chennai has appointed Dr. K.S. Ravichandran to be the Chairperson of the said meeting including for any adjournment or adjournments thereof. The Chairman shall, at the NCLT convened meeting, at the end of discussion on the resolutions on which voting is to be held, allow voting by way of electronic voting system or polling paper for all those members who are present at the meeting but who have not cast their votes by availing remote e-voting facility.
IV. The Scrutinizer shall after the conclusion of voting at the meeting, first count the votes cast during the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two (2) witnesses not in the employment of the Company and shall make, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
V. The Chairperson will report the result of the meeting within 3 days from the date of the meeting and file the report within a week from the date of the meeting. The results declared along with the consolidated report of the Scrutinizer shall be placed on the website of the Company www.revathi.in and on the website of LINKINTIME and communicated to the Stock Exchanges where the Company’s shares are listed.

Before the National Company Law Tribunal, Chennai Bench - II COMPANY APPLICATION NO. CA.(CAA)/64CHE of 2022

In the matter of the Composite Scheme of Arrangement;

(Demerger and Amalgamation)

And

In the matter of Sections 230 to 232 Read with Section 66 and other applicable provisions of the Companies Act, 2013;

And

In the matter of Composite Scheme of Arrangement amongst Renaissance Advanced Consultancy Limited and Renaissance Consultancy Services Limited and Renaissance Stocks Limited and Revathi Equipment Limited and Semac Consultants Private Limited and Renaissance Corporate Consultants Limited and their respective Shareholders and Creditors

REVATHI EQUIPMENT LIMITED TRANSFEREE COMPANY / DEMERGED COMPANY NO. 2 / COMPANY

REL / APPLICANT COMPANY NO. 4 /

EXPLANATORY STATEMENT UNDER SECTION 230(3) OF THE COMPANIES ACT, 2013 READ WITH SECTION 102 OF THE COMPANIES ACT 2013 AND RULE 6 OF THE COMPANIES (COMPROMISE, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 FOR THE MEETING OF THE EQUITY SHAREHOLDERS OF REVATHI EQUIPMENT LIMITED CONVENED AS PER THE DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL, SPECIAL BENCH – II, CHENNAI

In this statement, Renaissance Advanced Consultancy Limited is hereinafter referred to as ‘RACL’ or ‘the Applicant Company No. 1’ or ‘the Transferor Company No. 1’ or ‘the Demerged Company No. 1’ and Renaissance Consultancy Services Limited is hereinafter referred to as ‘RCSL’ or ‘the Applicant Company No. 2’ or ‘the Resulting Company No. 1’ and Renaissance Stocks Limited is hereinafter referred to as ‘RSL’ or ‘the Applicant Company No. 3’ or ‘the Transferor Company No. 2’ and Revathi Equipment Limited is hereinafter referred to as ‘REL’ or ‘the Applicant Company No. 4’ or ‘the Transferee Company’ or ‘the Demerged Company No. 2’ and Semac Consultants Private Limited is hereinafter referred to as ‘SCPL’ or ‘the Applicant Company No. 5’ or ‘the Transferor Company No. 3’ and Renaissance Corporate Consultants Limited is hereinafter referred to as ‘RCCL’ or ‘the Applicant Company No. 6’ or ‘the Resulting Company No. 2’. The other definitions contained in the Scheme will apply to this Explanatory Statement also. The

following statement as required under Section 230(3) of the Companies Act, 2013 read with Section 102 of the Companies Act, 2013 sets forth the details of the proposed Scheme, its effects and, in particular any material interests of the Directors in their capacity as members.

Pursuant to an Order dated 12[th] October, 2022 passed by the NCLT in the Company Application No. CHE C.A.(CAA) 64 of 2022 referred to hereinabove, a Meeting of the Equity Shareholders of Revathi Equipment Limited (‘Company’) is being convened and held on Saturday, 3[rd] December, 2022 at 3:00 P.M. for the purpose of considering and if thought fit, approving with or without modification(s), the proposed Scheme
In terms of the said Order, the quorum for the said meeting shall be 100 Equity shareholders present in the meeting and in the event the quorum does not meet within half an hour, the Equity Shareholders present, will be treated as constituting valid quorum. The Equity Shareholders are urged to attend the meeting.
The Tribunal has appointed Dr. K.S. Ravichandran, as chairman of the above meeting and has appointed Mr. Pranav Shankar as the Scrutinizer to scrutinize the voting at the meeting in a fair and transparent manner and for the purpose of ascertaining the majority.
The draft Scheme was placed before the Audit Committee and Board of Directors of the Applicant Companies at their respective Meetings held on 12[th ] November, 2021. In accordance with the provisions of SEBI Circulars, the Audit Committee of the Company vide a resolution passed on 12[th ] November, 2021 recommended the Scheme to the Board of Directors of the Company inter-alia taking into account:
a) The Valuation report issued by CA Vijay Deep Singh, Noida, Registered Valuer dated 12[th ] November, 2021 for issue of shares pursuant to the Scheme
b) The Fairness Opinion issued by M/s Vivro Financial Services Private Limited, SEBI registered Category – I merchant banker dated 12[th ] November, 2021 providing the fairness opinion on the share entitlement recommended in the above Valuation Report;
c) Statutory Auditors certificate dated 12[th ] November, 2021 issued by S.S. Kothari Mehta & Company, Chartered Accountants. Statutory Auditors of the Company, in relation to the accounting treatment prescribed in the Scheme.

Copy of the Valuation Report and Fairness Opinion is enclosed to this Notice.

Based upon the recommendations of the Audit Committee and on the basis of the evaluations, the Board of Directors of the Company has come to the conclusion that the Scheme is in the best interest of the Company and its Shareholders.
In accordance with the provisions of Sections 230-232 of the Act, the Scheme shall be

acted upon only if a majority in persons representing three fourths in value of the equity shareholders, of the Company, voting or remote e-voting, agree to the Scheme.

In terms of the SEBI Circulars, the Scheme shall be acted upon only if the votes casted by the Public Shareholders of the Company are in favor of the resolution for the approval of the Scheme are more than the number of votes casted by the Public Shareholders against it.
A copy of the Scheme as approved by the Board of Directors of the respective companies is enclosed herewith as Annexure II.
BACKGROUND OF THE COMPANIES INVOLVED IN THE SCHEME IS AS UNDER: Revathi Equipment Limited (‘REL’ or ‘the Applicant Company No. 4’ or ‘the Transferee Company’ or ‘the Demerged Company No. 2’ or ‘Company’)
a) REL was incorporated on 13[th] May, 1977 with Registrar of Companies, Coimbatore with the Corporate Identity Number L29120TZ1977PLC000780 under the name and style of “REVATHI EQUIPMENT PRIVATE LIMITED” under Companies Act, 1956. The name of REL was changed to “REVATHI CP EQUIPMENT PRIVATE LIMITED” vide certificate issued by Registrar of Companies, Coimbatore dated November 14, 1977 and further changed to “REVATHI EQUIPMENT LIMITED” vide certificate issued by Registrar of Companies, Coimbatore dated July 11, 2001. The Permanent Account Number of the Company is AABCR0624D.
b) The Registered Office of the Company is situated at Pollachi Road, Malumichampatti, Coimbatore, Tamil Nadu – 641021, India, email id: [email protected].
c) The equity shares of the Company are listed with the Bombay Stock Exchange of India (‘BSE’) and the National Stock Exchange of India Limited (‘NSE’).
d) The details of the Authorised, Issued, Subscribed and Paid-up share capital of the Company as on 31[st] March, 2022 are as under:

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Subsequent to 31[st] March, 2022, there has been no change in the share capital structure of the Company.

e) The objects for which the Company has been established are set out in its Memorandum of Association. They are briefly as under:

1. To carry on the business of manufacturers of and dealers in water well drills, blast hole drills and spares and accessories thereof and allied products and spares thereof.

There is no change in the object clause of Company in the last 5 years

Renaissance Advanced Consultancy Limited

a) RACL was incorporated on 1[st] September, 2014 with Registrar of Companies, Delhi with the Corporate Identity Number U74140DL2014PLC0271039 under the name and style of “RENAISSANCE ADVANCED CONSULTANCY LIMITED” under Companies Act, 2013. The Permanent Account Number of the Applicant Company No. 1 is AAHCR0382C.The Company is a public limited company as per the Companies Act 2013.
b) The registered office of Applicant Company No. 1 was changed from the Delhi to Tamil Nadu vide certificate of registration of Regional Director dated October 1, 2018 and the Corporate Identity Number of the Company was changed to U74140TZ2014PLC031048. The Registered Office of the Applicant Company No. 1 is situated at Pollachi Road, Malumichampatti, Coimbatore, Tamil Nadu – 641021, India, email id: [email protected].
c) The details of the authorised, issued, subscribed and paid-up share capital of the Applicant Company No. 1 as on 31[st] March, 2022 are as under:

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Particulars Amount (in Rs.)
Authorised Capital
30,00,000 Equity Shares of Rs. 10/- each 3,00,00,000
TOTAL 3,00,00,000
Issued, Subscribed and Paid-up Capital
21,69,519 Equity Shares of Rs. 10/- each fully paid up 2,16,95,190
TOTAL 2,16,95,190
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There is no change in the authroised, issued, subscribed and paid-up share capital of the Applicant Company No. 1 subsequent to 31[st] March, 2022.

Shares of the Applicant Company No. 1 are not listed on any of the stock exchanges.

d) The objects for which the Applicant Company No. 1 has been established are set out in its Memorandum of Association. The main objects of the Applicant Company No. 1 are set out hereunder:

1. To act as financial consultants, manpower consultants, management consultants and provide advice, services, consultancy in various fields, general administrative, secretarial, commercial, financial, legal, economic, labour, industrial, public relations, scientific, technical, direct and indirect taxation, and other levies, statistical, accountancy, computer, quality control and data processing, whether in India or abroad.

2. To carry on the consultancy business in the field of light, medium and heavy engineering machinery, turnkey projects, setting of yarn and textile manufacturing and processing units, machineries, provision of textile technology in natural fibre and manmade fibre and installation of projects of electrical power, electronics, petrochemicals, plastics, paper, chemical consumable and durable good and to provide financial, engineering and project consultancy services to foreign and Indian buyers, sellers, exporters, importers, manufacturers, traders, enterprises in all fields and traders.

3. To carry on the business of Real estate including but not limited to buying and selling land, investing in and buying and selling of fully or partly finished real estate projects, developing real estate projects, taking property on rent, renting out property, providing ancillary services connected with providing rented accommodations and to provide services in nature of Business centres, service apartments, home care services to corporates and other clients.

4. 1To carry on business of acting as contractors , sub-contractors and to undertake, promote, design construct, reconstruct , alter, decorate, furnish and improve buildings, office, roads, factories, warehouse, shops , schools , colleges, housing properties and commercial projects along with acting as consulting engineers, technical advisors, specialists, and consultants in the field of construction management , Preparation of Construction and Contracting documents, in all branches, descriptions of any kind in India or any part of the world.

5. 2To undertake the business as general traders and merchants and buy, sell, import, export, deal in commodities goods, things, contracts of all types , to deal in any commodity market, commodity exchange, spot exchange , for itself or for others , transactions in the nature of hedging, spot trading, forward commodity contracts, rate swaps, commodity future/swaps, commodity options, future and options and in derivative of all the commodities , whether for the purpose of trading, investment, hedging, arbitrage, or any other purpose, whether in India or abroad.

1 Inserted by way of Special Resolution passed in the Extra - ordinary General meeting held on February 17, 2015

2 Inserted by way of Special Resolution passed in the Extra - ordinary General meeting held on June 22, 2015

There is no change in the object clause of Applicant Company No. 1 in the last 5 years

Renaissance Consultancy Services Limited

a) RCSL was incorporated on 7th January 2020 with Registrar of Companies, Coimbatore with the Corporate Identity Number U74999TZ2020PLC033286 under the name and style of “RENAISSANCE CONSULTANCY SERVICES LIMITED” under Companies Act, 2013. The Permanent Account Number of the Applicant Company No. 2 is AAKCR0113Q. The Company is a public limited company as per the Companies Act 2013
b) The Registered Office of the Applicant Company No. 2 is situated at Pollachi Road, Malumichampatti, Coimbatore, Tamil Nadu – 641021, India email id: [email protected].
c) The details of the authorised issued, subscribed and paid-up share capital of Applicant Company No. 2 as on 31[st] March 2022 are as under:

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Particulars Amount (in Rs.)
Authorised Capital
22,00,000 Equity Shares of Rs. 10/- each 2,20,00,000
TOTAL 2,20,00,000
Issued, Subscribed and Paid-up Capital
1,000 Equity Shares of Rs. 10/- each fully paid up 10,000
TOTAL 10,000
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There is no change in the authorised, issued, subscribed and paid-up share capital of the Applicant Company No. 2 subsequent to 31[st] March 2022.

Shares of the Applicant Company No. 2 are not listed on any of the stock exchanges.

d) The objects for which the Applicant Company No. 2 has been established are set out in its Memorandum of Association. The main objects of the Applicant Company No. 2 are set out hereunder:

manmade fibre and installation of projects of electrical power, electronics, petrochemicals, plastics, paper, chemical consumable and durable good and to provide financial, engineering and project consultancy services to foreign and Indian buyers, sellers, exporters, importers, manufacturers, traders, enterprises in all fields and traders.

3. To undertake the business as general traders and merchants and buy, sell, import, export, deal in commodities goods, things, contracts of all types , to deal in any commodity market, commodity exchange, spot exchange , for itself or for others , transactions in the nature of hedging, spot trading, forward commodity contracts , rate swaps, commodity future/swaps, commodity options, future and options and in derivative of all the commodities , whether for the purpose of trading, investment, hedging, arbitrage, or any other purpose, whether in India or abroad.

There is no change in the object clause of Applicant Company No. 2 in the last 5 years

Renaissance Stocks Limited

a. RSL was incorporated on 18th December, 2008 with Registrar of Companies, Delhi with the Corporate Identity Number U67120DL2008PLC185933 under the name and style of “RENAISSANCE STOCKS LIMITED” under Companies Act, 1956. The registered office of Applicant Company No. 3 was changed from Delhi to Tamil Nadu vide certificate of registration of Regional Director dated October 13, 2018 and the Corporate Identity Number of the Company was changed to U67120TZ2008PLC031180. The Permanent Account Number of the Applicant Company No. 3 is AAECR2019M. The Company is a public limited company as per the Companies Act 2013.
b. The Registered Office of the Applicant Company No. 3 is situated at Pollachi Road, Malumichampatti, Coimbatore, Tamil Nadu – 641021, India email id: [email protected].
c. The details of the authorised, issued, subscribed and paid-up share capital of Applicant Company No. 3 as on 31[st] March 2022 are as under:

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Particulars Amount (in Rs.)
Authorised Capital
20,00,000 Equity Shares of Rs. 10/- each 2,00,00,000
TOTAL 2,00,00,000
Issued, Subscribed and Paid-up Capital
10,00,000 Equity Shares of Rs. 10/- each fully paid up 1,00,00,000
TOTAL 1,00,00,000
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There is no change in the authorised, issued, subscribed and paid-up share capital of the

Applicant Company No. 3 subsequent to 31[st] March 2022.

Shares of the Applicant Company No. 3 are not listed on any of the stock exchanges.

b) The objects for which the Applicant Company No. 3 has been established are set out in its Memorandum of Association. The main objects of the Applicant Company No. 3 are set out hereunder:

1. To subscribe for, acquire and hold shares, share stock, debentures, bonds, debenture stock, mortgages, obligations, securities of any kind issued and guaranteed by any company under the same management or group, whether in India or elsewhere.

2. To carry on business of Investments in equity shares, preferences shares, stocks, debentures (convertible and non – convertible), company deposits, mutual funds, commodities, government securities, including government bonds, Loans, national saving certificates, post office saving schemes, unit of investments and all other saving schemes.

3. To acquire any such shares, stocks, debentures, debenture stocks, bonds, obligations, or securities by original subscription, participation, tender, purchase, exchange, or otherwise and to subscribe for the same, either conditionally or otherwise, and to guarantee the subscription thereof, and to exercise all rights and powers conferred by or incidental to the ownership thereof.

4. To vary and otherwise dispose off, exchange, transfer or alienate anu of the company’s investments mentioned above.

5. To take, purchase or acquire by gift, exchange or otherwise and to hold, issue, reissue, sell or deal in any shares (whether fully paid or partly paid), stocks, debentures, stocks, or other securities of all kinds.

There is no change in the object clause of Applicant Company No. 3 in the last 5 years

Semac Consultants Private Limited

a. SCPL was incorporated on 16th January 1987 with Registrar of Companies, Coimbatore with the Corporate Identity Number U85110TZ1987PTC017564 under the name and style of “POTENTIAL SERVICE CONSULTANTS PRIVATE LIMITED” under Companies Act, 1956. The name of SCPL was changed to “POTENTIAL SEMAC CONSULTANTS PRIVATE LIMITED” vide certificate issued by Registrar of Companies, Karnataka dated November 03, 2010 and further changed to “SEMAC CONSULTANTS PRIVATE LIMITED” vide certificate issued by Registrar of Companies, Coimbatore dated October 18, 2012. The Permanent Account Number of the Applicant Company No. 5 is AABCP5098F. The Company being a subsidiary of the public company, is a deemed public limited company as per the Companies Act 2013.

b. The Registered Office of the Applicant Company No. 5 is situated at Pollachi Road, Malumichampatti, Coimbatore, Tamil Nadu – 641021, India email id: [email protected].
c. The details of the authorised, issued, subscribed and paid-up share capital of Applicant Company No. 5 as on 31[st] March 2022 are as under:

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Particulars Amount (in Rs.)
Authorised Capital
20,00,000 Equity Shares of Rs. 10/- each 2,00,00,000
TOTAL 2,00,00,000
Issued, Subscribed and Paid-up Capital
18,20,892 Equity Shares of Rs. 10/- each fully paid up 1,82,08,920
TOTAL 1,89,08,920
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There is no change in the authorised, issued, subscribed and paid-up share capital of the Applicant Company No. 5 subsequent to 31[st] March 2022.

Shares of the Applicant Company No. 5 are not listed on any of the stock exchanges.

c) The objects for which the Applicant Company No. 5 has been established are set out in its Memorandum of Association. The main objects of the Applicant Company No. 5 are set out hereunder:

1. To carry on the business of consulting Engineers, technical advisers specialists and consultants in the field of Architectures, Architectural engineering, Mechanical engineering, Electrical engineering, Electronics telecommunication Engineering, Foundation engineering, Civil engineering, Structural engineering, Chemical engineering, Computer engineering, and drafting services in all its branches, description and kinds in India or any part of the world.

2. To carry on the business of consulting engineers, technical advisors, specialists and Consultants in the field of Urban planning, Landscape architecture, Bridge and highway engineering, Public health engineering, Environmental engineering, Irrigation engineering, in all its branches, description and kinds in India or any part of the world.

3. To carry on the business of consulting engineers, technical advisors, specialists and Consultants in the field of Interior Designers, heating, lightning, ventilation and Airconditioning engineering, Acoustical engineering, Plumbing engineering, Firefighting engineering in all its branches, description and kinds in India or any part of the world.

4. To carry on the business of consulting engineers, technical advisors, specialists and Consultants in the field of Construction management, preparation of Construction and

contracting documents, Administration of contracting documents in all its branches, description and kinds in India or any part of the world.

There is no change in the object clause of Applicant Company No. 5 in the last 5 years

Renaissance Corporate Consultants Limited

a. RCCL was incorporated on 22[nd] January, 2020 with Registrar of Companies, Coimbatore with the Corporate Identity Number U74999TZ2020PLC033369 under the name and style of “RENAISSANCE CORPORATE CONSULTANTS LIMITED” under Companies Act, 2013. The Permanent Account Number of the Applicant Company No. 6 is AAKCR0370B. The Company is a public limited company as per the Companies Act 2013
b. The Registered Office of the Applicant Company No. 6 is situated at Pollachi Road, Malumichampatti, Coimbatore, Tamil Nadu – 641021, India email id: [email protected].
c. The details of the authorised, issued, subscribed and paid-up share capital of Applicant Company No. 6 as on 31[st] March 2022 are as under:

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There is no change in the authoirsed, issued, subscribed and paid-up share capital of the Applicant Company No. 6 subsequent to 31[st] March 2022.

Shares of the Applicant Company No. 6 are not listed on any of the stock exchanges.

d) The objects for which the Applicant Company No. 6 has been established are set out in its Memorandum of Association. The main objects of the Applicant Company No. 6 are set out hereunder:

4. To carry on the business of consulting engineers, technical advisors, specialists and Consultants in the field of Construction management, preparation of Construction and contracting documents, Administration of contracting documents in all its branches, description and kinds in India or any part of the world.

5. To carry on business of acting as contractors, sub-contractors and to undertake, promote, design construct, reconstruct, alter, decorate, furnish and improve buildings, office, roads, factories, warehouse, shops, schools, colleges, housing properties and commercial projects.

There is no change in the object clause of Applicant Company No. 6 in the last 5 years

10. BACKGROUND OF THE SCHEME

The Scheme inter-alia provides for the following:

Demerger of Demerged Undertaking 1 (as defined in the Scheme) into RCSL;
Post demerger of Demerged Undertaking 1 (as defined in the Scheme), merger of RACL and RSL into REL;
Demerger of Demerged Undertaking 2 (as defined in the Scheme) into RCCL; and
Merger of SCPL into REL

11. RATIONALE OF THE SCHEME

The competitive environment, risk profile, capital requirement and growth prospects of each businesses are different. Further, in order to streamline the businesses from operation and management perspective, the management has decided to segregate the businesses into separate entities and thereby creating a niche, dedicated and focused business segment without any risk of overlap of one business over the another. Pursuant to the proposed restructuring, the management of the respective companies foresee the following benefits to the companies and its shareholders:

a. The segregation will enable greater / enhanced focus of the management and thereby facilitate the management to efficiently exploit opportunities for each of the said businesses;

b. Proposed restructuring will create enhanced value for shareholders and allow a focused strategy and specialisation for sustained growth, which would be in the best interest of all the stakeholders and the persons connected with the aforesaid companies;
c. Allow management to pursue independent growth strategies for each businesses;
d. Allow in creating the ability to achieve valuation based on respective risk-return profile and cash flows, attracting the right investors and thus enhancing flexibility in accessing capital;
e. Providing liquidity to the minority shareholders of RACL and SCPL; and
f. Simplification of group structure.

12. SALIENT FEATURES OF THE SCHEME

12.1. Salient features of the scheme are set out as below:
(i). The Scheme is presented under Sections 230-232 read with Section 66 and other applicable provisions of the Companies Act, 2013, as may be applicable,
(ii). The Applicant Companies shall make application(s) and/or petition(s) under Sections 230-232 read with Section 66 of and other applicable provisions of the Companies Act, 2013 to the jurisdictional NCLT, as the case may be for sanction of this Scheme and all matters ancillary or incidental thereto;
(iii). ‘Appointed Date’ means 1st April, 2022 or such other date as may be fixed or approved by NCLT.
(iv). ‘Effective Date’ means the last of the dates on which all the conditions, matters and filings referred to in Clause 51 of the Scheme have been fulfilled and necessary orders, approvals and consents referred to therein have been obtained. References in this Scheme to the date of “coming into effect of this Scheme” or “upon coming into effect of this Scheme” or “effectiveness of this Scheme” or “on the Scheme becoming effective” or “upon the Scheme becoming effective” shall mean the Effective Date.
(v). Upon the Scheme becoming effective and upon vesting of the Demerged Undertaking 1 into RCSL, RCSL shall without any further application, act, instrument or deed, issue and allot following number of equity shares to the equity shareholders of RACL whose name appears in the register of members as on the Record Date or to their respective heirs, executors, administrators, legal representatives or the successors in title, as the case may be as may be:
“1 equity share of Rs. 10 each, fully paid up of RCSL to be issued for every 1 equity share of Rs. 10 each held by the shareholders of RACL.”

(vi). Upon the Scheme becoming effective, the existing paid-up equity share capital of RCSL amounting to Rs. 10,000 comprising of 1,000 equity shares of Rs. 10 each fully paid up shall stand cancelled without any consideration and accordingly, the paid-up share capital of RCSL shall stand reduced to the extent of face value of such equity shares cancelled.
(vii). Upon the Scheme becoming effective and upon amalgamation of RSL into REL in terms of this Scheme, REL shall, without any application, act or deed, issue and allot equity shares, credited as fully paid up, to the extent indicated below, to the members of RSL holding fully paid-up equity shares of RSL and whose names appear in the register of members of RSL as on the Record Date, or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of RSL / REL in the following proportion:
“4,57,000 equity shares of Rs. 10 each fully paid up of REL shall be issued and allotted as fully paid up to the equity shareholders of RSL in proportion of their shareholding in RSL.”
(viii). Upon the Scheme becoming effective and upon amalgamation of RACL into REL in terms of this Scheme and post issue of shares by REL in terms of Clause 15.1 of the Scheme, REL shall, without any application, act or deed, issue and allot equity shares, credited as fully paid up, to the extent indicated below, to the members of RACL holding fully paid-up equity shares of RACL and whose names appear in the register of members of RACL as on the Record Date, or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of RACL / REL in the following proportion:
“22,25,953 equity shares of Rs. 10 each fully paid up of REL shall be issued and allotted as fully paid up to the equity shareholders of RACL in proportion of their shareholding in RACL.”
(ix). Upon the Scheme becoming effective, the equity shares of REL held by the Transferor Companies shall stand cancelled. Accordingly, the share capital of REL shall stand reduced to the extent of face value of shares held by the Transferor Companies in REL.
(x). Upon the Scheme becoming effective and upon vesting of the Demerged Undertaking 2 into RCCL, RCCL shall, without any further application, act, instrument or deed, issue and allot following number of equity shares to the equity shareholders of REL whose name appears in the register of members as on the Record Date or to their respective heirs, executors, administrators, legal representatives or the successors in title, as the case may be as may be:

“1 equity share of Rs. 10 each, fully paid up of RCCL to be issued for every 1 equity share of Rs. 10 each held by the shareholders of REL.”

(xi). Upon the Scheme becoming effective, the existing paid-up equity share capital of RCCL amounting to Rs. 10,000 comprising of 1,000 equity shares of Rs. 10 each fully paid up shall stand cancelled without any consideration and accordingly, the paid-up share capital of RCCL shall stand reduced to the extent of face value of such equity shares cancelled.

(xii). Upon the Scheme becoming effective and upon amalgamation of SCPL into REL in terms of this Scheme, REL shall, without any further application, act, instrument or deed, issue and allot equity shares, credited as fully paid up, to the extent and as indicated below, to the shareholders of SCPL (except itself), whose name appear in the Register of Members of SCPL, as on the Record Date, or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title, as the case may be :

“1 equity share of Rs. 10 each, fully paid up of REL to be issued for every 1 equity share of Rs. 10 each held by the shareholders of SCPL.”

(xiii).

(xiv).

In respect of fractional entitlement of shares, shall be rounded off to the nearest integer. All costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) arising out of or incurred in connection with and implementing this Scheme and matters incidental thereto shall be borne by RCSL and REL.

This Scheme is and shall be conditional upon and subject to:

a) The Scheme being approved by the requisite majorities in number and value of such classes of persons including the respective members and/or creditors of the Applicant Companies as may be directed by the NCLT.
b) The Scheme being approved by the “public” shareholders of the Company by way of e-voting in terms of para 9 (a) of part I of Annexure I of SEBI circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 (now Para (I)(A)(10)(b) of Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/ 0000000665 dated November 23, 2021) or such other manner as may be required by the NCLT and the Scheme shall be acted upon only if the votes cast by the “public” shareholders in favor of the proposal are more than the number of votes cast by the “public” shareholders against it.
c) The sanction of the Scheme by the NCLT or any other authority under Sections 230 to 232 read with Section 66 and other applicable provisions of the Act and the certified copy of the order being filed with the Registrar of Companies.

d) The requisite consent, approval or permission of statutory or regulatory authorities, if any, which by law may be necessary for the implementation of this Scheme, being obtained.

You are requested to read the entire text of the Scheme to get fully acquainted with the provisions thereof. The aforesaid are only some of the key provisions of the Scheme.

13. RELATIONSHIP BETWEEN THE COMPANIES INVOLVED IN THE SCHEME

Applicant Company No. 3 is a wholly owned subsidiary of Applicant Company No. 1;
Applicant Company No. 1 owns (directly / indirectly) ~ 72.58% equity shares of the Company. Accordingly, the Company is a subsidiary of Applicant Company No. 1;
Applicant Company No. 5 is a subsidiary of the Company; and
Applicant Company No. 2 and Applicant Company No. 6 are held by the Promoters of the Company.

14. APPROVALS

14.1. Pursuant to the SEBI Circulars read with Regulation 37 of the SEBI Listing Regulations, the Company had filed necessary applications before BSE and NSE seeking their noobjection to the Scheme. The Company has received the observation letters from BSE and NSE dated 04[th] May 2022 and 02[nd] May 2022 respectively conveying their noobjection to the Scheme (‘Observation Letters’) . Copies of the aforesaid Observation Letters are enclosed herewith as Annexure 5 and 6.
14.2. The Scheme along with related documents was hosted on the website of the Company, BSE and NSE. The Complaint Reports dated 26[th] December 2021 submitted by the Company to BSE and NSE in terms of Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular dated November 23, 2021 were uploaded as envisaged in the Master Circular.
14.3. There are no debt restructuring as a part of the scheme.

15. CAPITAL STRUCTURE PRE AND POST SCHEME

15.1. The pre-scheme capital structure of the Applicant Companies is mentioned in paragraph 8 above.
15.2. Applicant Company No. 1, Applicant Company No. 3 and Applicant Company No. 5 will cease to exist on the Scheme becoming effective
15.3. The post-scheme capital structure of Applicant Company No. 2, Company and Applicant Company No. 6 as on 31[st] March 2022 is as follows;

Applicant Company No. 2

Particulars	Amount (in Rs.)
Authorised Capital
22,00,000 Equity Shares of Rs. 10/- each	2,20,00,000
TOTAL	2,20,00,000
Issued, Subscribed and Paid-up Capital
21,69,519 Equity Shares of Rs. 10/- each fully paid up	2,16,95,190
TOTAL	2,16,95,190
Company

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Particulars Amount (in Rs.)
Authorised Capital
35,00,000 Equity Shares of Rs. 10/- each 3,50,00,000
TOTAL 3,50,00,000
Issued, Subscribed and Paid-up Capital
31,42,308 Equity Shares of Rs. 10/- each fully paid up 3,14,23,080
TOTAL 3,14,23,080
Applicant Company No. 6
Particulars Amount (in Rs.)
Authorised Capital
35,00,000 Equity Shares of Rs. 10/- each 3,50,00,000
TOTAL 3,50,00,000
Issued, Subscribed and Paid-up Capital
30,66,943 Equity Shares of Rs. 10/- each fully paid up 3,06,69,430
TOTAL 3,06,69,430
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16. PRE AND POST SCHEME SHAREHOLDING PATTERN

16.1. The pre scheme shareholding pattern of the Applicant Company No. 1, Applicant Company No. 3 and Applicant Company No. 5 are set out herein under

The pre- Scheme shareholding pattern of the Applicant Company No. 1 as on March 31, 2022 is as under:

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Sr No Category of Shareholder Total No. of As a
Shares percentage
of total
capital
(A) Promoter and Promoter Group
(1) Indian
(a) Individuals/Hindu undivided Family 0 0.00
(b) Central Government/ State Government(s) 0 0.00
(c) Financial Institutions/ Banks 0 0.00
(d) Any Other (specify) 18,41,986 84.90
Sub-Total (A)(1) 18,41,986 84.90
(2) Foreign
(a) Individuals (Non-Resident Individuals/ Foreign 0 0.00
Individuals)
(b) Government 0 0.00
(c) Institutions 0 0.00
(d) Foreign Portfolio Investor 0 0.00
(e) Any Other (specify) 0 0.00
Sub-Total (A)(2) 0 0.00
Total Shareholding of Promoter and Promoter 18,41,986 84.90
Group (A)=(A)(1)+(A)(2)
B
(1) Institutions
(a) Mutual Funds 0 0.00
(b) Venture Capital Funds 0 0.00
(c) Alternate Investment Funds 0 0.00
(d) Foreign Venture Capital Investors 0 0.00
(e) Foreign Portfolio Investors 0 0.00
(f) Financial Institutions/ Banks 0 0.00
(g) Insurance Companies 0 0
(h) Provident Funds/ Pension Funds 0 0
(i) Any Other (specify) 692 0.03
Sub-Total (B)(1) 692 0.03
(2) Central Government/ State Government(s)/ 0 0.00
President of India
Sub-Total (B)(2) 0 0
(3) Non-institutions
(a(i)) Individuals - 20,452 0.94
i. Individual shareholders holding nominal share
capital up to Rs. 2 lakhs.
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(a(ii)) Individuals - 2,25,903 10.41
ii. Individual shareholders holding nominal share
capital in excess of Rs. 2 lakhs.
(b) NBFCs registered with RBI 0 0.00
(c) Employee Trusts 0 0.00
(d) Overseas Depositories (holding DRs) (balancing 0 0.00
figure)
(e) Any Other (specify) 0 0.00
Non-Resident Indian (NRI) 218 0.01
Trusts 66,020 3.04
HUF 879 0.04
Bodies Corporate 13,369 0.62
Sub-Total (B)(3) 3,26,841 15.06
Total Public Shareholding 3,27,533 15.10
(B)=(B)(1)+(B)(2)+(B)(3)
C Statement showing shareholding pattern of the
Non Promoter- Non Public shareholder
(1) Custodian/DR Holder - Name of DR Holders (If 0 0.00
Available)
(2) Employee Benefit Trust (under SEBI (Share based 0 0.00
Employee Benefit) Regulations, 2014)
Total Non-Promoter- Non Public Shareholding 0 0
(C)= (C)(1)+(C)(2)
Total (A+B+C ) 21,69,519 100.00
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The pre- Scheme shareholding pattern of the Applicant Company No. 3 as on March 31, 2022 is as under:

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(b) Government 0 0.00
(c) Institutions 0 0.00
(d) Foreign Portfolio Investor 0 0.00
(e) Any Other (specify) 0 0.00
Sub-Total (A)(2) 0 0.00
Total Shareholding of Promoter and Promoter 10,00,000 100
Group (A)=(A)(1)+(A)(2)
B
(1) Institutions
(a) Mutual Funds 0 0.00
(b) Venture Capital Funds 0 0.00
(c) Alternate Investment Funds 0 0.00
(d) Foreign Venture Capital Investors 0 0.00
(e) Foreign Portfolio Investors 0 0.00
(f) Financial Institutions/ Banks 0 0.00
(g) Insurance Companies 0 0
(h) Provident Funds/ Pension Funds 0 0
(i) Any Other (specify) 0 0.00
Sub-Total (B)(1) 0 0.00
(2) Central Government/ State Government(s)/ 0 0.00
President of India
Sub-Total (B)(2) 0 0
(3) Non-institutions
(a(i)) Individuals - 0 0.00
i. Individual shareholders holding nominal share
capital up to Rs. 2 lakhs.
(a(ii)) Individuals - 0 0.00
ii. Individual shareholders holding nominal share
capital in excess of Rs. 2 lakhs.
(b) NBFCs registered with RBI 0 0.00
(c) Employee Trusts 0 0.00
(d) Overseas Depositories (holding DRs) (balancing 0 0.00
figure)
(e) Any Other (specify) 0 0.00
Non-Resident Indian (NRI) 0 0.00
Trusts 0 0.00
HUF 0 0.00
Bodies Corporate 0 0.00
Sub-Total (B)(3) 0 0.00
Total Public Shareholding 0 0.00
(B)=(B)(1)+(B)(2)+(B)(3)
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C Statement showing shareholding pattern of the
Non-Promoter- Non Public shareholder
(1) Custodian/DR Holder - Name of DR Holders (If 0 0.00
Available)
(2) Employee Benefit Trust (under SEBI (Share based 0 0.00
Employee Benefit) Regulations, 2014)
Total Non-Promoter- Non Public Shareholding 0 0
(C)= (C)(1)+(C)(2)
Total (A+B+C ) 10,00,000 100.00
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The pre- Scheme shareholding pattern of the Applicant Company No. 5 as on March 31, 2022 is as under:

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Sr No Category of Shareholder Total No. of As a
Shares percentage
of total
capital
(A) Promoter and Promoter Group
(1) Indian
(a) Individuals/Hindu undivided Family 0 0.00
(b) Central Government/ State Government(s) 0 0.00
(c) Financial Institutions/ Banks 0 0.00
(d) Any Other (specify) 17,45,627 95.87
Sub-Total (A)(1) 17,45,627 95.87
(2) Foreign
(a) Individuals (Non Resident Individuals/ Foreign 0 0.00
Individuals)
(b) Government 0 0.00
(c) Institutions 0 0.00
(d) Foreign Portfolio Investor 0 0.00
(e) Any Other (specify) 0 0.00
Sub-Total (A)(2) 0 0.00
Total Shareholding of Promoter and Promoter 17,45,627 95.87
Group (A)=(A)(1)+(A)(2)
B
(1) Institutions
(a) Mutual Funds 0 0.00
(b) Venture Capital Funds 0 0.00
(c) Alternate Investment Funds 0 0.00
(d) Foreign Venture Capital Investors 0 0.00
(e) Foreign Portfolio Investors 0 0.00
(f) Financial Institutions/ Banks 0 0.00
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(g) Insurance Companies 0 0.00
(h) Provident Funds/ Pension Funds 0 0.00
(i) Any Other (specify) 0 0.00
Sub-Total (B)(1) 0 0.00
(2) Central Government/ State Government(s)/ 0 0.00
President of India
Sub-Total (B)(2) 0 0
(3) Non-institutions
(a(i)) Individuals - 29,117 1.60
i. Individual shareholders holding nominal share
capital up to Rs. 2 lakhs.
(a(ii)) Individuals - 46,148 2.53
ii. Individual shareholders holding nominal share
capital in excess of Rs. 2 lakhs.
(b) NBFCs registered with RBI 0 0.00
(c) Employee Trusts 0 0.00
(d) Overseas Depositories (holding DRs) (balancing 0 0.00
figure)
(e) Any Other (specify) 0 0.00
Non-Resident Indian (NRI) 0 0.00
Trusts 0 0.00
HUF 0 0.00
Bodies Corporate 0 0.00
Sub-Total (B)(3) 0 0.00
Total Public Shareholding 75,265 4.13
(B)=(B)(1)+(B)(2)+(B)(3)
C Statement showing shareholding pattern of the
Non Promoter- Non Public shareholder
(1) Custodian/DR Holder - Name of DR Holders (If 0 0.00
Available)
(2) Employee Benefit Trust (under SEBI (Share based 0 0.00
Employee Benefit) Regulations, 2014)
Total Non-Promoter- Non Public Shareholding 0 0
(C)= (C)(1)+(C)(2)
Total (A+B+C ) 18,20,892 100.00
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16.2. The pre and post scheme shareholding pattern of the Applicant Company No. 2, Company

and Applicant Company No. 6 are set out as under;

The pre and post Scheme shareholding pattern of the Applicant Company No. 2 as on March 31, 2022 is as under:

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Pre-Scheme Post Scheme
Total No. As a Total No. As a
Sr No Category of Shareholder of percentage of percentage
Shares of total Shares of total
capital capital
(A) Promoter and Promoter Group
(1) Indian
(a) Individuals/Hindu undivided 998 99.80 0 0.00
Family
(b) Central Government/ State 0 0.00 0 0.00
Government(s)
(c) Financial Institutions/ Banks 0 0.00 0 0.00
(d) Any Other (specify) 2 0.02 18,41,986 84.90
Sub-Total (A)(1) 1,000 100 18,41,986 84.90
(2) Foreign
(a) Individuals (Non-Resident 0 0.00 0 0.00
Individuals/ Foreign Individuals)
(b) Government 0 0.00 0 0.00
(c) Institutions 0 0.00 0 0.00
(d) Foreign Portfolio Investor 0 0.00 0 0.00
(e) Any Other (specify) 0 0.00 0 0.00
Sub-Total (A)(2) 0 0.00 0 0.00
Total Shareholding of 1,000 100 18,41,986 84.90
Promoter and Promoter Group
(A)=(A)(1)+(A)(2)
B
(1) Institutions
(a) Mutual Funds 0 0.00 0 0.00
(b) Venture Capital Funds 0 0.00 0 0.00
(c) Alternate Investment Funds 0 0.00 0 0.00
(d) Foreign Venture Capital 0 0.00 0 0.00
Investors
(e) Foreign Portfolio Investors 0 0.00 0 0.00
(f) Financial Institutions/ Banks 0 0.00 0 0.00
(g) Insurance Companies 0 0.00 0 0
(h) Provident Funds/ Pension Funds 0 0.00 0 0
(i) Any Other (specify) 0 0.00 692 0.03
Sub-Total (B)(1) 0 0.00 692 0.03
(2) Central Government/ State 0 0.00 0 0.00
Government(s)/ President of
India
Sub-Total (B)(2) 0 0 0 0
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(3) Non-institutions
(a(i)) Individuals - 0 0.00 20,452 0.94
i. Individual shareholders
holding nominal share capital up
to Rs. 2 lakhs.
(a(ii)) Individuals - 0 0.00 2,25,903 10.41
ii. Individual shareholders
holding nominal share capital in
excess of Rs. 2 lakhs.
(b) NBFCs registered with RBI 0 0.00 0 0.00
(c) Employee Trusts 0 0.00 0 0.00
(d) Overseas Depositories (holding 0 0.00 0 0.00
DRs) (balancing figure)
(e) Any Other (specify) 0 0.00 0 0.00
Non-Resident Indian (NRI) 0 0.00 218 0.01
Trusts 0 0.00 66,020 3.04
HUF 0 0.00 879 0.04
Bodies Corporate 0 0.00 13,369 0.62
Sub-Total (B)(3) 0 0.00 3,26,841 15.06
Total Public Shareholding 0 0.00 3,27,533 15.10
(B)=(B)(1)+(B)(2)+(B)(3)
C Statement showing
shareholding pattern of the
Non-Promoter- Non-Public
shareholder
(1) Custodian/DR Holder - Name of 0 0.00 0 0.00
DR Holders (If Available)
(2) Employee Benefit Trust (under 0 0.00 0 0.00
SEBI (Share based Employee
Benefit) Regulations, 2014)
Total Non-Promoter- Non 0 0 0 0
Public Shareholding (C)=
(C)(1)+(C)(2)
Total (A+B+C) 1,000 100.00 21,69,519 100.00
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The pre and post Scheme shareholding pattern of the Company as on March 31, 2022 is as under:

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Pre-Scheme Post Scheme
Total No. As a Total No. As a
of percentage of percentage
Sr No Category of Shareholder Shares of total Shares of total
capital capital
(A) Promoter and Promoter Group
(1) Indian
(a) Individuals/Hindu undivided 28 0.00 28 0.00
Family
(b) Central Government/ State 0 0.00 0 0.00
Government(s)
(c) Financial Institutions/ Banks 0 0.00 0 0.00
(d) Any Other (specify) 22,25,953 72.58 18,90,000 60.15
Sub-Total (A)(1) 22,25,981 72.58 18,90,028 60.15
(2) Foreign
(a) Individuals (Non-Resident 0 0.00 0 0.00
Individuals/ Foreign Individuals)
(b) Government 0 0.00 0 0.00
(c) Institutions 0 0.00 0 0.00
(d) Foreign Portfolio Investor 0 0.00 0 0.00
(e) Any Other (specify) 0 0.00 0 0.00
Sub-Total (A)(2) 0 0.00 0 0.00
Total Shareholding of 22,25,981 72.58 18,90,028 60.15
Promoter and Promoter Group
(A)=(A)(1)+(A)(2)
B
(1) Institutions
(a) Mutual Funds 0 0.00 0 0.00
(b) Venture Capital Funds 0 0.00 0 0.00
(c) Alternate Investment Funds 0 0.00 0 0.00
(d) Foreign Venture Capital 0 0.00 0 0.00
Investors
(e) Foreign Portfolio Investors 0 0.00 0 0.00
(f) Financial Institutions/ Banks 100 0.00 100 0.00
(g) Insurance Companies 0 0.00 0 0.00
(h) Provident Funds/ Pension Funds 0 0.00 0 0.00
(i) Any Other (specify) 0 0.00 710 0.02
Sub-Total (B)(1) 100 0.00 810 0.02
(2) Central Government/ State 0 0.00 0 0.00
Government(s)/ President of
India
Sub-Total (B)(2) 0 0 0 0
(3) Non-institutions
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(a(i)) Individuals - 6,72,180 21.92 9,33,076 29.69
i. Individual shareholders
holding nominal share capital up
to Rs. 2 lakhs.
(a(ii)) Individuals - 46,000 1.50 1,13,132 3.60
ii. Individual shareholders
holding nominal share capital in
excess of Rs. 2 lakhs.
(b) NBFCs registered with RBI 0 0.00 0 0.00
(c) Employee Trusts 0 0.00 0 0.00
(d) Overseas Depositories (holding 0 0.00 0 0.00
DRs) (balancing figure)
(e) Any Other (specify) 0 0.00 0 0.00
Non-Resident Indian (NRI)- Non 8,282 0.27 13,603 0.43
Repatriable
Non-Resident Indian (NRI)- 5,097 0.17 0 0.00
Repatriable
Trusts 0 0.00 67,737 2.16
Clearing Members 1,837 0.06 1,837 0.06
HUF 63,104 2.06 64,006 2.04
Bodies Corporate 43,753 1.43 57,470 1.83
Investor Education and 609 0.02 609 0.02
Protection Fund Authority
Sub-Total (B)(3) 8,40,862 27.42 12,51,470 39.83
Total Public Shareholding 8,40,962 27.42 12,52,280 39.85
(B)=(B)(1)+(B)(2)+(B)(3)
C Statement showing
shareholding pattern of the
Non-Promoter- Non-Public
shareholder
(1) Custodian/DR Holder - Name of 0 0.00 0 0.00
DR Holders (If Available)
(2) Employee Benefit Trust (under 0 0.00 0 0.00
SEBI (Share based Employee
Benefit) Regulations, 2014)
Total Non-Promoter- Non 0 0 0 0
Public Shareholding (C)=
(C)(1)+(C)(2)
Total (A+B+C) 30,66,943 100.00 31,42,308 100.00
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The pre and post Scheme shareholding pattern of the Applicant Company No. 6 as on March 31, 2022 is as under:

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Sr No Category of Shareholder Pre-Scheme Post Scheme
Total No. As a Total No. As a
of Shares percentage of percentage
of total Shares of total
capital capital
(A) Promoter and Promoter Group
(1) Indian
(a) Individuals/Hindu undivided 1,000 100 28 0.00
Family
(b) Central Government/ State 0 0.00 0 0.00
Government(s)
(c) Financial Institutions/ Banks 0 0.00 0 0.00
(d) Any Other (specify) 0 0.00 18,89,900 61.62
Sub-Total (A)(1) 1,000 100 18,89,928 61.62
(2) Foreign
(a) Individuals (Non-Resident 0 0.00 0 0.00
Individuals/ Foreign Individuals)
(b) Government 0 0.00 0 0.00
(c) Institutions 0 0.00 0 0.00
(d) Foreign Portfolio Investor 0 0.00 0 0.00
(e) Any Other (specify) 0 0.00 0 0.00
Sub-Total (A)(2) 0 0.00 0 0.00
Total Shareholding of 1,000 100 18,89,928 61.62
Promoter and Promoter Group
(A)=(A)(1)+(A)(2)
B
(1) Institutions
(a) Mutual Funds 0 0.00 0 0.00
(b) Venture Capital Funds 0 0.00 0 0.00
(c) Alternate Investment Funds 0 0.00 0 0.00
(d) Foreign Venture Capital 0 0.00 0 0.00
Investors
(e) Foreign Portfolio Investors 0 0.00 0 0.00
(f) Financial Institutions/ Banks 0 0.00 100 0.00
(g) Insurance Companies 0 0.00 0 0.00
(h) Provident Funds/ Pension Funds 0 0.00 0 0.00
(i) Any Other (specify) 0 0.00 710 0.02
Sub-Total (B)(1) 0 0.00 810 0.02
(2) Central Government/ State 0 0.00 0 0.00
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Government(s)/ President of
India
Sub-Total (B)(2) 0 0 0 0
(3) Non-institutions
(a(i)) Individuals - 0 0.00 9,03,959 29.47
i. Individual shareholders
holding nominal share capital up
to Rs. 2 lakhs.
(a(ii)) Individuals - 0 0.00 66984 2.18
ii. Individual shareholders
holding nominal share capital in
excess of Rs. 2 lakhs.
(b) NBFCs registered with RBI 0 0.00 0 0.00
(c) Employee Trusts 0 0.00 0 0.00
(d) Overseas Depositories (holding 0 0.00 0 0.00
DRs) (balancing figure)
(e) Any Other (specify) 0 0.00 0 0.00
Non-Resident Indian (NRI) 0 0.00 13,603 0.44
Trusts 0 0.00 67,737 2.21
Clearing Members 0 0.00 1,837 0.06
HUF 0 0.00 64,006 2.09
Bodies Corporate 0 0.00 57,470 1.87
Investor Education and 0 0.00 609 0.02
Protection fund
Sub-Total (B)(3) 0 0.00 11,76,205 38.35
Total Public Shareholding 0 0.00 11,77,015 38.38
(B)=(B)(1)+(B)(2)+(B)(3)
C Statement showing
shareholding pattern of the
Non-Promoter- Non-Public
shareholder
(1) Custodian/DR Holder - Name of 0 0.00 0 0.00
DR Holders (If Available)
(2) Employee Benefit Trust (under 0 0.00 0 0.00
SEBI (Share based Employee
Benefit) Regulations, 2014)
Total Non-Promoter- Non 0 0 0 0
Public Shareholding (C)=
(C)(1)+(C)(2)
Total (A+B+C) 1,000 100.00 30,66,943 100.00
----- End of picture text -----

16.3. Applicant Company No. 1, Applicant Company No. 3 and Applicant Company No. 5 will cease to exist on the Scheme becoming effective.

17. EXTENT OF SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

17.1. Save as otherwise provided in the Scheme, the Directors and Key Managerial Personnel (KMP) and their respective relatives of the Applicant Companies may be deemed to be concerned and/or interested in the Scheme only to the extent of their shareholding in their respective Companies, or to the extent the said Directors / KMP are the partners, Directors, Members of the Companies, firms, association of persons, bodies corporate and/or beneficiary of trust that hold shares in any of the Companies. Save as aforesaid, none of the Directors, Managing Director or the Manager or KMP of the Applicant Companies have any material interest in the Scheme.
17.2. The details of the present Directors and KMP of the Company and their respective shareholdings in the Company, Applicant Company No. 1, Applicant Company No. 2, Applicant Company No. 3, Applicant Company No. 5 and the Applicant Company No. 6 as on March 31, 2022 are as follows:

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----- Start of picture text -----

Equity Equity Shares of
Name of Designati Shares of
Directors / KMP on the
Company
Applicant Applicant Applicant Applicant Applicant
Company Company Company Company Company
No. 1 No. 2 No. 3 No. 5 No. 6
Mr. Abhishek Managing 1 (as
Dalmia Director - - 494 - 500
nominee)
Mrs. Deepali Director 1 (as
Dalmia - - 1 - 495
nominee)
Mr.
Theethipalaya
m
Director
Palaniswamy
Gandhimathin
athan - - - - - -
Mr. Sellappa
Gounder Director
Sundarasamy - - - - - -
Mr. V.V.
Director
Subramanian - - - - - 1
----- End of picture text -----

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----- Start of picture text -----

Equity Equity Shares of
Name of Designati Shares of
Directors / KMP on the
Company
Applicant Applicant Applicant Applicant Applicant
Company Company Company Company Company
No. 1 No. 2 No. 3 No. 5 No. 6
Mr. Venkata
Ramanan Director
Bapoo - - - - - -
Nishant Company
Ramakrishnan Secretary
- - - - - -
Chief
Sudhir Raju Financial
Officer 1 - - - - -
----- End of picture text -----

17.3. The details of the present Directors and KMP of the Applicant Company No. 1 and their respective shareholdings in the Applicant Company No. 1, Applicant Company No. 2, Applicant Company No. 3, Company, Applicant Company No. 5 and the Applicant Company No. 6 as on March 31, 2022 are as follows:

==> picture [454 x 267] intentionally omitted <==

----- Start of picture text -----

Equity Equity Shares of
Name of Designation Shares of
Directors / the
KMP Applicant
Applicant Applicant Applicant Applicant
Company
Company Company Company Company
No. 1
No. 2 No. 3 Company No. 5 No. 6
Mr. Abhishek
Director 1 (as
Dalmia - 494 - - 500
nominee)
Mrs. Deepali Director 1 (as
Dalmia - 1 - - 495
nominee)
Mr. Ajai Hari
Director
Dalmia
1 (as
- 501 - - -
nominee)
Mr. Neeraj Director - - - - -
----- End of picture text -----

		Equity		Equity Shares of	Equity Shares of	Equity Shares of
Name of Directors / KMP	Designation	Shares of the Applicant Company No. 1	Applicant Company No. 2	Applicant Company No. 3	Company	Applicant Company No. 5	Applicant Company No. 6
Gupta							-
Mr. Praveen Gupta	Director	-	-	-	-	-	-

17.4. The details of the present Directors and KMP Applicant Company No. 2 and their respective shareholdings in the Applicant Company No. 2, Applicant Company No. 1, Applicant Company No. 3, Company, Applicant Company No. 5 and the Applicant Company No. 6 as on March 31, 2022 are as follows:

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----- Start of picture text -----

Equity Equity Shares of
Name of Designation Shares of
Directors / the
KMP Applicant
Applicant Applicant Applicant Applicant
Company
Company Company Company Company
No. 2
No. 1 No. 3 Company No. 5 No. 6
Mr. Abhishek
Director 1 (as
Dalmia 494 - - - 500
nominee)
Mrs. Deepali Director 1 (as
Dalmia 1 - - - 495
nominee)
Mr. Ajai Hari
Director
Dalmia
1 (as
501 - - - -
nominee)
Mr. Neeraj
Director
Mittal
- - - - - -
----- End of picture text -----

17.5. The details of the present Directors and KMP Applicant Company No. 3 and their respective shareholdings in the Applicant Company No. 3, Applicant Company No. 1, Applicant Company No. 2, Company, Applicant Company No. 5 and the Applicant

Company No. 6 as on March 31, 2022 are as follows:

Equity	Equity	Equity		Equity Shares of	Equity Shares of	Equity Shares of
Name of Directors / KMP Designation Shares of the Applicant Company No. 3			Applicant Company No. 1	Applicant Company No. 2	Company	Applicant Company No. 5	Applicant Company No. 6
Mr. Abhishek Dalmia Director		1 (as nominee)	-	494	-	-	500
Mr. Ajai Hari Dalmia	Director	1 (as nominee)	-	501	-	-	-
Mrs. Deepali	Director	1 (as nominee)	-	1	-	-	495

17.6. The details of the present Directors and KMP of Applicant Company No. 5 and their respective shareholdings in the Applicant Company No. 5, Applicant Company No. 1, Applicant Company No. 2, Applicant Company No. 3, Company and the Applicant Company No. 6 as on March 31, 2022 are as follows:

==> picture [454 x 310] intentionally omitted <==

----- Start of picture text -----

Equity Equity Shares of
Name of Designation Shares of
Directors / the
KMP Applicant
Applicant Applicant Applicant Applicant
Company
Company Company Company Company
No. 5
No. 1 No. 2 No. 3 Company No. 6
Mr. Abhishek
Director 1 (as
Dalmia - - 494 - 500
nominee)
Mrs. Deepali Director 1 (as
Dalmia - - 1 - 495
nominee)
Mr. Venkata
Ramanan Director
Bapoo
- - - - - -
Mr. V.V.
Director
Subramanian
1
- - - - -
----- End of picture text -----

		Equity		Equity Shares of	Equity Shares of	Equity Shares of
Name of Directors / KMP	Designation	Shares of the Applicant Company No. 5	Applicant Company No. 1	Applicant Company No. 2	Applicant Company No. 3	Company	Applicant Company No. 6
Mr. B.V. Ramanan	Director	-	-	-	-	-	-

17.7. The details of the present Directors and KMP Applicant Company No. 6 and their respective shareholdings in the Applicant Company No. 6, Applicant Company No. 1, Applicant Company No. 2, Applicant Company No. 3, Company and the Applicant Company No. 5 as on March 31, 2022 are as follows:

==> picture [454 x 379] intentionally omitted <==

----- Start of picture text -----

Equity Equity Shares of
Name of Designation Shares of
Directors / the
KMP Applicant
Applicant Applicant Applicant Applicant
Company
Company Company Company Company
No. 6
No. 1 No. 2 No. 3 Company No. 5
Mr. Abhishek
Director
Dalmia 1 (as
500 - 494 - -
nominee)
Mrs. Deepali Director 1 (as
Dalmia 495 - 1 - -
nominee)
Mr. V.V.
Director
Subramanian
1 - - - - -
Mr.
Sundararajan Director
Balasundaram -
- - - - -
Mr.
Company
Ghattamane
Secretary
Abhishek
- - - - - -
----- End of picture text -----

18. GENERAL

18.1. The Applicant Companies have made a joint application before the National Company Law Tribunal, Special Bench – II, Chennai for the sanction of the Scheme under Sections 230-232 read with Section 66 and other applicable provisions of the Companies Act, 2013.
18.2. The amount due from the Company to its Unsecured Creditors as on 30[th] June 2022 is INR 16,12,66,000.
18.3. The amount due from the Applicant Company No. 1 to its Unsecured Creditors as on 30[th] June 2022 is INR 1,35,48,000.
18.4. The amount due from the Applicant Company No. 2 to its Unsecured Creditors as on 30[th] June 2022 is INR 6,19,580.
18.5. The amount due from the Applicant Company No. 3 to its Unsecured Creditors as on 30[th] June 2022 is INR 1,16,800.
18.6. The amount due from the Applicant Company No. 5 to its Unsecured Creditors as on 30th June 2022 is INR 12,47,76,000.
18.7. The amount due from the Applicant Company No. 6 to its Unsecured Creditors as on 30th June 2022 is INR 5,83,400.
18.8. The Scheme is not expected to have any adverse effects on the KMP, directors, promoters, non-promoter members, depositors, creditors, debenture holders, deposit trustee, debenture trustee, and employees of the Applicant Companies, wherever relevant.
18.9. The rights and interests of Secured Creditors and Unsecured Creditors of either of the companies, if any, will not be prejudicially affected by the Scheme as no compromise, sacrifice or waiver is, at all called from them nor their rights sought to be modified in any manner and post the Scheme, the Company will be able to meet its liabilities as they arise in the ordinary course of business.
18.10. Except to the extent of the shares held by the Directors and KMP stated under paragraph 16 above, none of Directors and KMP of the Company or their respective relatives are in any way connected or interested in the aforesaid resolution.
18.11. The Audited accounts for the period ended 31[st] March 2022 of the Company and the unaudited provisional accounts as on 30[th] June 2022 indicates that it is in a solvent position and would be able to meet liabilities as they arise in the course of business. There is no likelihood that any creditors of the Company would lose or be prejudiced as a result of this Scheme being passed since no compromise, sacrifice or waiver is at all called for

from them nor are their rights sought to be adversely modified in any manner. Hence, the arrangement will not cast any additional burden on the shareholders or creditors of the Company, nor will it adversely affect the interest of any of the shareholders or creditors.

18.12. There is no winding up proceedings admitted against the Company as of date.
18.13. No investigation proceedings are pending or are likely to be pending under the provisions of Chapter XIV of the Companies Act, 2013 or under the provisions of the Companies Act, 1956 in respect of the Company. Currently there are no ongoing adjudication & recovery proceedings, prosecution initiated against the Company, its promoters and directors.
18.14. A copy of the Scheme has been filed by the Company with the Registrar of Companies, Coimbatore on 27[th] October 2022.
18.15. The Applicant Companies are required to seek approvals / sanctions / no- objections from certain regulatory and governmental authorities for the Scheme such as the Registrar of Companies, Regional Director and the Official Liquidator and will obtain the same at the relevant time.
18.16. In the event that the Scheme is withdrawn in accordance with its terms, the Scheme shall stand revoked, cancelled and be of no effect and null and void.
18.17. Names and addresses of the Directors and Promoters and Promoter Group holding shares of the Company are as under:

Sl. No.	Name of Director / Promoter	Category	Address
1	Mr. Abhishek Dalmia DIN- 00011958	Director	35-B, Prithviraj Road, New Delhi, Delhi, India - 110011
2	Mrs. Deepali Dalmia DIN- 00017415	Director	35-B, Prithviraj Road, New Delhi, Delhi, India - 110011
3	Mr. Theethipalayam Palaniswamy Gandhimathinathan DIN- 00013687	Director	Plot no. 124, 125, Udaya Nagar, Ganapathy, Coimbatore North, Coimbatore, Tamil Nadu India – 641006

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----- Start of picture text -----

Sl. No. Name of Director / Category Address
Promoter
4 Mr. V.V. Subramanian Director 267 F, Brooklands, Near Sims
Park, Coonoor, The Nilgiris,
DIN- 05232247
Tamil Nadu, India -643101
5 Director 13/2,10 [th] Street, Johti Nagar
Mr. Sellappa Gounder
Coimbatore South,
Sundarasamy
Uppilipalayam, Coimbatore
DIN- 0934602
Tamil Nadu, India - 641015
6 Mr. Venkata Ramanan Director 46/10, Rajaram Salai
Bapoo
K. K. Nagar, Tiruchirappalli
Tamil Nadu, India - 620021
7 Renaissance Advanced Promoter Plot No 505, Phase 3, Udyog
Consultancy Limited Vihar Gurugram - 122016
8 Renaissance Stocks Promoter Plot No 505, Phase 3, Udyog
Limited Vihar Gurugram - 122016
----- End of picture text -----

18.18. Names and addresses of the Directors and Promoters and promoter group holding Equity Shares of the Applicant Company No. 1 are as under:

==> picture [420 x 579] intentionally omitted <==

----- Start of picture text -----

Sl. No. Name of Director / Category Address
Promoter
1 Mr. Abhishek Dalmia Director 35-B Prithviraj Road New Delhi
110011
DIN- 00011958
2 Mrs. Deepali Dalmia Director 35-B Prithviraj Road New Delhi
110011
DIN- 00017415
3 Mr. Ajai Hari Dalmia Director 35-B Prithviraj Road New Delhi
110011
DIN- 00225963
4 Director R C Vaish D-48 Sector 36 NOIDA,
Mr. Neeraj Gupta
Gautam Buddha Nagar Uttar
DIN- 06999553
Pradesh 201301
5 Mr. Praveen Gupta Director 2-B/151, Sector-2, Vaishali,
Ghaziabad, Uttar Pradesh-201010
DIN- 09010223
6 Ajai Hari Dalmia, on Promoter 35-B Prithviraj Road New Delhi
behalf of Ajai Hari Dalmia 110011
Trust
7 Abhishek Dalmia, on Promoter 35-B Prithviraj Road New Delhi
behalf of Radha Madhav 110011
Trust
8 Hilltop Metals Limited Promoter C/o B.C. Periwal & Associates MG
Road, Gangtok, Sikkim, 737101
9 Asra Plantations LLP Promoter 505, 3rd Floor, Udyog Vihar, Phase-
III Gurugram Haryana 122016
10 Hari Investments Private Promoter Pollachi Road Malumichampatti
Limited Coimbatore Tn 641021 In
11 Radhapriya Private Promoter C/o B.C. Periwal & Associates MG
Limited Road, Gangtok, Sikkim, 737101
----- End of picture text -----

18.19. Names and addresses of the Directors and Promoters and promoter group holding Equity

of the Applicant Company No. 2 are as under:

==> picture [420 x 481] intentionally omitted <==

----- Start of picture text -----

Sl. No. Name of Director Category Address
1 Mr. Abhishek Dalmia Director & 35-B Prithviraj Road New Delhi 110011
Promoter
DIN- 00011958
2 Mrs. Deepali Dalmia Director & 35-B Prithviraj Road New Delhi 110011
Promoter
DIN- 00017415
3 Mr. Ajai Hari Dalmia Director & 35-B Prithviraj Road New Delhi 110011
Promoter
DIN- 00225963
4 Director R C Vaish D-48 Sector 36 NOIDA,
Mr. Neeraj Mittal
Gautam Buddha Nagar Uttar Pradesh
DIN- 06999553
201301
5 Mr. Digvijay Kumar Promoter Dheeraj Nagar, Aitamadpur, Faridabad
Choudhary 121002
6 Mr. Surendra Singh Promoter D-126 Mahendra Enclave Shastri Nagar
Near Silvershine School, Ghaziabad
201002
7 Hari Investments Promoter 505, 3 [rd] Floor, Phase 3, Udyog Vihar
Private Limited Gurugram – 122016
8 Renaissance Promoter Plot No 505, Phase 3, Udyog Vihar
Advanced Gurugram – 122016
Consultancy Limited
----- End of picture text -----

18.20. Names and addresses of the Directors and Promoters and promoter group holding Equity of the Applicant Company No. 3 are as under:

==> picture [419 x 593] intentionally omitted <==

----- Start of picture text -----

Sl. No. Name of Director / Category Address
Promoter
1 Mr. Abhishek Dalmia Director 35-B Prithviraj Road New Delhi
110011
DIN- 00011958
2 Mrs. Deepali Dalmia Director 35-B Prithviraj Road New Delhi
110011
DIN- 00017415
3 Mr. Ajai Hari Dalmia Director 35-B Prithviraj Road New Delhi
110011
DIN- 00225963
4 Ajai Hari Dalmia, Promoter 35-B Prithviraj Road New Delhi
nominee shareholder of 110011
‘RACL’
5 Usha Dalmia nominee Promoter 35-B Prithviraj Road New Delhi
shareholder of ‘RACL’ 110011
6 Abhishek Dalmia Promoter 35-B Prithviraj Road New Delhi
nominee shareholder of 110011
‘RACL’
7 Deepali Dalmia nominee Promoter 35-B Prithviraj Road New Delhi
shareholder of ‘RACL’ 110011
8 Chaitanya Dalmia Promoter 35-B Prithviraj Road New Delhi
nominee shareholder of 110011
‘RACL’
9 Puja Dalmia nominee Promoter 35-B Prithviraj Road New Delhi
shareholder of ‘RACL’ 110011
10 Renaissance Advanced Promoter Pollachi Road Malumichampatti
Consultancy Limited Coimbatore Tn 641021
----- End of picture text -----

18.21. Names and addresses of the Directors and Promoters and promoter group holding Equity of the Applicant Company No. 5 are as under:

==> picture [420 x 451] intentionally omitted <==

----- Start of picture text -----

Sl. No. Name of Director / Category Address
Promoter
1 Mr. Abhishek Dalmia Director 35-B, Prithviraj Road, New Delhi, Delhi,
India – 110011
DIN – 00011958
2 Mrs. Deepali Dalmia Director 35-B, Prithviraj Road, New Delhi, Delhi,
India – 110011
DIN- 00017415
3 Mr. Venkata Ramanan Director 46/10, Rajaram Salai, K. K. Nagar,
Bapoo Tiruchirappalli, Tamil Nadu, India –
620021
DIN- 00934602
4 Director 267 F, Brooklands, Near Sims Park,
Mr. V.V. Subramanian
Coonoor, The Nilgiris, Tamil Nadu, India
DIN- 05232247
-643101
5 Revathi Equipment Promoter Pollachi Road, Malumichampatti,
Limited Coimbatore, Tamil Nadu – 614021
6 Renaissance Promoter Pollachi Road, Malumichampatti,
Construction Coimbatore, Tamil Nadu – 614021
Technologies India LLP
7 Avalokiteshwar Valinv Promoter Shiv Mahal, B-47 Connaught Place,
Limited New Delhi - 110001
----- End of picture text -----

18.22. Names and addresses of the Directors and Promoters and promoter group holding Equity of the Applicant Company No. 6 are as under:

Sl. No.	Name of Director / Promoter	Category	Address
1	Mr. Abhishek Dalmia DIN – 00011958	Director & Promoter	35-B Prithviraj Road New Delhi 110011
2	Mrs. Deepali Dalmia DIN- 00017415	Director & Promoter	35-B Prithviraj Road New Delhi 110011
3	Mr. V.V. Subramanian DIN- 05232247	Director	No 23 Santhasham Extn Comfort Homes, Siruvani Main Road, Pachaapalayam Coimbatore South Kalampalayam Coimbatore
4	Mr. Sundararajan Balasundaram DIN- 08750705	Director	49, PRP Garden, Peelamedu P.O, Near Gopal Naidu School, Burhani Colony, Coimbatore,Tamil Nadu 641004

18.23. The Board of Directors of the Company approved the Scheme on 12[th] November, 2021. Details of Directors of the Company who voted in favour / against / did not participate on resolution passed at the Meeting of the Board of Directors of the Company are given below:

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----- Start of picture text -----

Voted in favour / Against / Did not
Sl. No Name of Director
participate
1 Mr. Abhishek Dalmia Voted in favour
2 Mrs. Deepali Dalmia Voted in favour
3 Mr. V.V. Subramanian Voted in favour
4 Mr. Kishore Sidhwani Voted in favour
5 Mr. B.V. Ramanan Voted in favour
6 Mr. P. Gandhimathinathan Voted in favour
----- End of picture text -----

18.24. The Board of Directors of the Applicant Company No. 1 approved the Scheme on 12[th] November, 2021. Details of directors of the Applicant Company No. 1 who voted in favour / against / did not participate on resolution passed at the Meeting of the Board of Directors of the Applicant Company No. 1 are given below:

==> picture [402 x 208] intentionally omitted <==

----- Start of picture text -----

Sl. No Name of Director Voted in favour / Against / Did not
participate
1 Ajai Hari Dalmia Did Not Participate
2 Abhishek Dalmia Voted in favour
3 Deepali Dalmia Voted in favour
4 Neeraj Mittal Voted in favour
5 Praveen Gupta Voted in favour
----- End of picture text -----

18.25. The Board of Directors of the Applicant Company No. 2 approved the Scheme on 12[th] November, 2021. Details of directors of the Applicant Company No. 2 who voted in favour / against / did not participate on resolution passed at the Meeting of the Board of Directors of the Applicant Company No. 2 are given below:

==> picture [402 x 177] intentionally omitted <==

18.26. The Board of Directors of the Applicant Company No. 3 approved the Scheme on 12[th] November, 2021 Details of directors of the Applicant Company No. 3 who voted in favour / against / did not participate on resolution passed at the Meeting of the Board of Directors of the Applicant Company No. 3 are given below:

Sl. No	Name of Director	Voted in favour / Against / Did not participate
1	Ajai Hari Dalmia	Did Not Participate
2	Abhishek Dalmia	Voted in favour
3	Deepali Dalmia	Voted in favour

18.27. The Board of Directors of the Applicant Company No. 5 approved the Scheme on 12[th] November, 2021. Details of directors of the Applicant Company No. 5 who voted in favour / against / did not participate on resolution passed at the Meeting of the Board of Directors of the Applicant Company No. 5 are given below:

==> picture [402 x 176] intentionally omitted <==

----- Start of picture text -----

Sl. No Name of Director Voted in favour / Against / Did not
participate
1 Mr. Abhishek Dalmia Voted in favour
2 Mrs. Deepali Dalmia Voted in favour
3 Mr. B.V. Ramanan Voted in favour
4 Mr. V.V. Subramanian Voted in favour
----- End of picture text -----

18.28. The Board of Directors of the Applicant Company No. 6 approved the Scheme on 12[th] November, 2021 Details of directors of the Applicant Company No. 6 who voted in favour / against / did not participate on resolution passed at the Meeting of the Board of Directors of the Applicant Company No. 6 are given below:

Sl. No	Name of Director	Voted in favour / Against / Did not participate
1	Mr. Abhishek Dalmia	Voted in Favour
2	Mrs. Deepali Dalmia	Voted in Favour

3	Mr. V.V. Subramanian	Voted in Favour
4	Mr. Sundararajan Balasundaram	Voted in Favour

18.29. For the purpose of the Scheme, CA Vijay Deep Singh, Noida (Registered Valuer) have recommended a ratio of allotment of equity shares. Accordingly, the number of shares to be issued by the Company is as follows;

On Merger of RSL into REL

“4,57,000 equity shares of Rs. 10 each fully paid up of REL shall be issued and allotted as fully paid up to the equity shareholders of RSL in proportion of their shareholding in RSL.”

On Merger of RACL into REL

“22,25,953 equity shares of Rs. 10 each fully paid up of REL shall be issued and allotted as fully paid up to the equity shareholders of RACL in proportion of their shareholding in RACL.”

On Merger of SCPL into REL

“1 equity share of Rs. 10 each, fully paid up of REL to be issued for every 1 equity share of Rs. 10 each held by the shareholders of SCPL.”

18.30. For the purpose of Scheme, M/s Vivro Financial Services Private Limited, SEBI registered Category - I Merchant Banker after having reviewed the valuation report of CA Vijay Deep Singh, Noida, Registered Valuer and on consideration of all the relevant factors and circumstances, opined that in their view the independent valuer’s proposed valuation and share allotment is fair. The copy of the Valuation report is available for inspection at the Registered Office of the Company at Pollachi Road, Malumichampatti, Coimbatore, Tamil Nadu - 614021.
18.31. A report adopted by the Directors of the Company, explaining effect of the Scheme on each class of Shareholders, Key Managerial Personnel, Promoters and non-promoter Shareholders, laying out in particular the share allotment, is attached herewith as Annexure VII. The Company does not have any debenture holders, deposit trustee and debenture trustee. There will be no adverse effect on account of the Scheme as far as the depositors, employees, and creditors of the Company are concerned.

18.32. As far as the employees of the Company are concerned there would not be any change in their terms of employment on account of the Scheme. Further, no change in the Board of Directors of the Company is envisaged on account of the Scheme.
18.33. The electronic copy of the following documents shall be available for inspection by the Equity Shareholders of the Applicant Company in the investor section of the website of the Company at www.revathi.in:
(i) Copy of the Order passed by the Hon’ble NCLT in Company Scheme Application No. CHE C.A.(CAA) 64 of 2022 of the Applicant Companies;
(ii) Copy of the Memorandum and Articles of Association of the Applicant Companies;
(iii) Copy of the annual reports of the Company for the financial year ended 31[st] March 2022, 31[st] March 2021 and 31[st] March 2020;
(iv) Copy of Valuation on Report, dated 12[th] November 2021 submitted by CA Vijay Deep Singh, Noida, Registered Valuer;
(v) Copy of the Fairness Opinion, dated 12[th] November 2021, issued by M/s Vivro Financial Services Private Limited, to the Board of Directors of the Company;
(vi) Copy of the Audit Committee Report, dated 12[th] November 2021, of the Company;
(vii) Copy of the resolutions, dated 12[th] November 2021, passed by the respective Board of Directors of the Applicant Companies approving the Scheme;
(viii) Copy of the Statutory Auditors’ certificate dated 12[th] November 2021 issued by S.S. Kothari Mehta & Company, Chartered Accountants to the Company;
(ix) Abridged Prospectus as provided in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, including applicable information pertaining to Renaissance Advanced Consultancy Limited, Renaissance Consultancy Services Limited, Renaissance Stocks Limited, Semac Consultants Private Limited and Renaissance Corporate Consultancy Limited;
(x) Copy of the complaint reports, dated 26[th] December 2021 submitted by the Company to BSE and NSE respectively;
(xi) Copy of the no adverse observations / no objection letter issued by BSE and NSE, date 04[th] May 2022 and 06[th] May 2022 respectively to the Company;
(xii) Copy of the Scheme; and
(xiii) Copy of the Reports dated adopted by the Board of Directors of the Applicant Companies pursuant to the provisions of Section on 232(2)(c) of the Act.

18.34. This Statement may be treated as an Explanatory Statement under Sections 230(3) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016. A copy of this Scheme and Explanatory Statement may be obtained free of charge on any working day (except Saturdays, Sundays and public holidays) prior to the date of the Meeting, from the Registered Office of Company.

Sd/-

Dr.K.S.Ravichandran Chairman appointed for the Meeting

Dated 27[th] October, 2022

Registered Office: Pollachi Road, Malumichampatti, Coimbatore, Tamil Nadu - 614021.

Annexure I

Annexure II

100

101

102

103

104

105

106

107

108

109

110

111

112

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Annexure IVAnnexure V

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DCS/AMAL/TL/IP/2315/2022-23

“E-Letter”

May 04, 2022

The Company Secretary, REVATHI EQUIPMENT LTD 331, Pollachi Road, Malumachampatti PO, Coimbatore, Tamil Nadu, 641050

Dear Sir,

Sub: Observation letter regarding the Scheme of Arrangement amongst Renaissance Advanced Consultancy Limited and Renaissance Consultancy Services Limited and Renaissance Stocks Limited and Revathi Equipment Limited and Semac Consultants Private Limited and Renaissance Corporate Consultants Limited and their respective Shareholders and Creditors

We are in receipt of the Draft the Composite Scheme of Arrangement of Revathi Equipment Limited as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated May 02, 2022 has inter alia given the following comment(s) on the draft scheme of Arrangement:

“Company shall disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the scheme.”
“Company shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.”
“Company shall ensure compliance with the said circular.”
“The entities involved in the Scheme shall duly comply with various provisions of the Circular.”
“Company is advised that the New Equity Shares shall be issued and allotted by the Transferee Company only in demat form to the respective shareholders of the Transferor Companies.”
“Company is advised that the Transferee Company shall ensure to include the applicable information pertaining to all the Transferor Companies involved in the scheme, in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.”
“Company is advised that all the details mentioned in their letter dated January 24, 2022 shall be disclosed to the Shareholders for enabling them to take an informed decision on the Scheme under consideration.”
“Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.”
“Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before Hon’ble NCLT and the company is obliged to bring the observations to the notice of Hon’ble NCLT."
“It is to be noted that the petitions are filed by the company before Hon’ble NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence,

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184

BSE - INTERNAL

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the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.”

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.
To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.
To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon’ble NCLT. Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose Information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

However, the listing of equity shares of Renaissance Corporate Consultants Limited shall be subject to SEBI granting relaxation under Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957 and compliance with the requirements of SEBI circular. No. CFD/DIL3/CIR/2017/21 dated March 10, 2017. Further, Renaissance Corporate Consultants Limited shall comply with SEBI Act, Rules, Regulations, directions of the SEBI and any other statutory authority and Rules, Byelaws, and Regulations of the Exchange.

The Company shall fulfill the Exchange’s criteria for listing the securities of such company and also comply with other applicable statutory requirements. However, the listing of shares of Renaissance Corporate Consultants Limited is at the discretion of the Exchange. In addition to the above, the listing of Renaissance Corporate Consultants Limited pursuant to the Scheme of Arrangement shall be subject to SEBI approval and the Company satisfying the following conditions:

To submit the Information Memorandum containing all the information about Renaissance Corporate Consultants Limited in line with the disclosure requirements applicable for public issues with BSE, for making the same available to the public through the website of the Exchange. Further, the company is also advised to make the same available to the public through its website.
To publish an advertisement in the newspapers containing all Renaissance Corporate Consultants Limited in line with the details required as per the aforesaid SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as BSE.
To disclose all the material information about Renaissance Corporate Consultants Limited on a continuous basis so as to make the same public, in addition to the requirements if any, specified in Listing Agreement for disclosures about the subsidiaries.
The following provisions shall be incorporated in the scheme:
I. The shares allotted pursuant to the Scheme shall remain frozen in the depository system till listing/trading permission is given by the designated stock exchange.”
II. “There shall be no change in the shareholding pattern of Renaissance Corporate Consultants Limited between the record date and the listing which may affect the status of this approval.”

Further you are also advised to bring the contents of this letter to the notice of your shareholders, all relevant authorities as deemed fit, and also in your application for approval of the scheme of Arrangement.

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BSE - INTERNAL

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Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be Six Months from the date of this Letter , within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its ‘No adverse observation’ at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Byelaws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon’ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange’s representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted . You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully, Sd/-

Prasad Bhide Manager

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BSE - INTERNAL

Annexure VI

Ref: NSE/LIST/29254_II

May 02, 2022

The Company Secretary Revathi Equipment Limited Pollachi Road, Malunachampatti Post, Coimbatore – 641050

Kind Attn.: Mr. K. Maheswaran

Dear Sir,

Sub: Observation Letter for Draft Scheme of Arrangement amongst Renaissance Advanced Consultancy Limited (RACL) and Renaissance Consultancy Services Limited (RCSL) and Renaissance Stocks Limited (RSL) and Revathi Equipment Limited (REL) and Semac Consultants Private Limited (SCPL) and Renaissance Corporate Consultants Limited (RCCL) and their respective shareholders and creditors.

We are in receipt of Draft Scheme of Arrangement amongst Renaissance Advanced Consultancy Limited (RACL) and Renaissance Consultancy Services Limited (RCSL) and Renaissance Stocks Limited (RSL) and Revathi Equipment Limited (REL) and Semac Consultants Private Limited (SCPL) and Renaissance Corporate Consultants Limited (RCCL) and their respective shareholders and creditors vide application dated December 04, 2021.

Based on our letter reference no. NSE/LIST/29254 dated April 13, 2022 submitted to SEBI and pursuant to SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/665 dated November 23, 2021, kindly find following comments on the draft scheme:

a. Company shall ensure disclosure of all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the scheme.
b. Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter is displayed on the websites of the listed company and the Stock Exchanges.
c. The entities involved in the scheme shall duly comply with various provisions of the said Circular.
d. The Company is advised that New equity shares shall be issued and allotted by the Transferee Company only in demat form to the respective shareholders of Transferor Company.
e. Company shall ensure that Transferee Company includes the applicable information pertaining to all the transferor Companies involved in the scheme, in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.

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Continuation Sheet

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f. Company is advised that all the details mentioned in their letter dated January 24, 2022 shall be disclosed to the Shareholders for enabling them to take an informed decision on the Scheme under consideration.
g. Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.
h. Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT.
i. It is to be noted that the petitions are filed by the Company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/Stock Exchanges. Hence, the company is not required to send notice for representation as mandated under Section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the Circular.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

The Company should also fulfil the Exchange’s criteria for listing of such company and also comply with other applicable statutory requirements. However, the listing of shares of Renaissance Corporate Consultants Limited is at the discretion of the Exchange.

The listing of Renaissance Corporate Consultants Limited pursuant to the Scheme of Arrangement shall be subject to SEBI approval & Company satisfying the following conditions:

To submit the Information Memorandum containing all the information about Renaissance Corporate Consultants Limited and its group companies in line with the disclosure requirements applicable for public issues with National Stock Exchange of India Limited (“NSE”) for making the same available to the public through website of the companies. The following lines must be inserted as a disclaimer clause in the Information Memorandum:

“The approval given by the NSE should not in any manner be deemed or construed that the Scheme has been approved by NSE; and/ or NSE does not in any manner warrant, certify

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Continuation Sheet

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or endorse the correctness or completeness of the details provided for the unlisted Company; does not in any manner take any responsibility for the financial or other soundness of the Resulting Company, its promoters, its management etc.”

To publish an advertisement in the newspapers containing all the information about Renaissance Corporate Consultants Limited in line with the details required as per SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/665 dated November 23, 2021. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as NSE.
To disclose all the material information about Renaissance Corporate Consultants Limited to NSE on the continuous basis so as to make the same public, in addition to the requirements, if any, specified in SEBI (LODR) Regulations, 2015 for disclosures about the subsidiaries.
The following provision shall be incorporated in the scheme:
(a) “The shares allotted pursuant to the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange.”

(b) “There shall be no change in the shareholding pattern or control in Renaissance Corporate Consultants Limited between the record date and the listing which may affect the status of this approval.”

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities. The validity of this “Observation Letter” shall be six months from November 01, 2022 within which the scheme shall be submitted to NCLT.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37(1) of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Harshad Dharod Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL: https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

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Annexure VII

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26[th] December, 2021

To Listing Department BSE Limited Department of Corporate Services, P.J. Tower, Dalal Street Mumbai - 400 001.

Report on Complaints

PART A

	PART A
SR. NO.	PARTICULARS	NUMBER
1	Number of Complaints received directly	0
2	Number of complaints forwarded byStock Exchanges / SEBI	2
3	Total Number of complaints/comments received(1+2)	2
4	Number of complaints resolved	2
5	Number of complaintspending	0

		PART B
SR. NO.	NAME OF COMPLAINTANT	DATE OF COMPLAINT	STATUS (RESOLVED / PENDING)
1	MUGDHA AGRAWAL	13.05.2021	RESOLVED
2	MUGDHA AGRAWAL	10.08.2011	RESOLVED

For Revathi Equipment Limited

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Sudhir. R Chief Financial Officer and Compliance Officer

Revathi Equipment Limited

331, Pollachi Road, Coimbatore - 641 050. India. Phone : 0422 - 2610851, 0422 - 6655100, Fax : 0422 - 6655199 CIN No.: L29120TZ1977PLC000780 E-mail: [email protected] Website: www.revathi.in

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26[th] December, 2021

To,

Manager – Listing Compliance National Stock Exchange of India Limited

‘Exchange Plaza’, C-1, Block G, Bandra Kurla Complex Bandra (E) Mumbai - 400 051.

Report on Complaints

	PART A
SR. NO.	PARTICULARS	NUMBER
1	Number of Complaints received directly	0
2	Number of complaints forwarded byStock Exchanges / SEBI	2
3	Total Number of complaints/comments received(1+2)	2
4	Number of complaints resolved	2
5	Number of complaintspending	0

		PART B
SR. NO.	NAME OF COMPLAINTANT	DATE OF COMPLAINT	STATUS (RESOLVED / PENDING)
1	MUGDHA AGRAWAL	13.05.2011	RESOLVED
2	MUGDHA AGRAWAL	10.08.2011	RESOLVED

For Revathi Equipment Limited

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Sudhir. R Chief Financial Officer and Compliance Officer

Revathi Equipment Limited

331, Pollachi Road, Coimbatore - 641 050. India. Phone : 0422 - 2610851, 0422 - 6655100, Fax : 0422 - 6655199 CIN No.: L29120TZ1977PLC000780 E-mail: [email protected] Website: www.revathi.in

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