WWWFINANCIALEXPRESSCOM SUNDAY JULY 29 2018

KPIT KPIT Technoloqies Limited

CI~L72200PN1990PLC059594Regd Office 35 amp 36 Rajiv Gandhi Infotech Park Phase -I MIDC HinjawadlPune - 411057

Tel No +91 2066525000 Fax No +91 2066525001E-mail connectwithuskpitcom Website wwwkpitcom

FORM NO CAA 2

[Pursuant to Section 230 (3) of the Companies Act 2013 and rules 6and 7 of the Companies

(Compromises ATrangtments and-Amalgamations) Rules 2016]

Company Application No 618 of 2018

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT AMONGST BIRlASOFT (INDIA) UMITED AND KPIT TECHNOLOGIES I

UMITED AND KPIT ENGINEERING UMITED AND THEI~ RESPECTIVE SHAREHOLDERS

KPIT Technologies Limited a company incorporated under the )Companies Act 1956 having Company Identification Number )L72200PNI990PLC059594 and having its registered office at 35 amp 36 )Rajiv Gandhi Infotech Park Phase - I MIDC Hinjawadi Pune 411057 )Maharashtra India ) bullbullTransferee Company I Demerged Company IApplicant Company

Notice and Advertisement of notice of the meeting of equity shareholders

N~tice is hereby given that by an Order dated 12 July 2018the Mumbai Bench of the National Company Law Tribunal (NClT) has directed meeting tobe held of the equity shareholders of the Applicant Company for the purpose of considering and if thought fit approving with or without modificationthe proposed Composite Scheme of Arrangement proposed to be made under Sections 230 to 232 of the Companies Act 2013 (CA 2013) and otherapplicable provisions ofthe CA 2013 amongst Birlasoft (India) Limited (Transferor Company) KPITTechnologies Limited (Transferee Company) andKPIT Engineering Limited (Resulting Company) and their respectiveshareholders (Scheme)In pursuance of the said Order and as directed therein further notice is hereby given that a meeting of the equity shareholders of the Applicant Companywill be held at the registered office ofthe Applicant Company at KPIT Auditonum SDB-II 35 amp 36 Rajiv Gandhi Infotech Park Phase -1 MIDC HinjawadiPune 411 057 on Wednesday the 29th day of August 2018 at 200 pm at which time and place the said equity shareholders are requested to attendCopies of the said Scheme and of the statement under Section 230 of CA 2013 can be obtained free of charge at the registered office of the ApplicantCompany Persons entitled to attend and vote at the meeting may vote in person or by proxyprovided that all proxies in the prescribed-form are depositedatthe registered office ofthe Applicant Company not later than 48 hours before the meetingThe Formof Proxy Postal Ballot Form and Attendance Slip can be obtained from the registered office of the Applicant Company or can be downloadedfrom its website at wwwkpitcomThe NCLT has appointed Mr S B (Ravi) Pandit failing him Mr Kishor Patil as chairman of the said meeting of the equity shareholders of the ApplicantCompanyTransferee Company The abovementioned Scheme if approved atthe meeting will be subjectto the subsequent approval of the NCLTThe NCLT has appointed Mr Jayavant Bhave Proprietor JB Bhave amp Co practicing Company Secretaries (Membership Number FCS4266 CP-3068) asthe Scrutinizer ofthe meeting of equity shareholders of the Applicant Company OTHER INSTRUCTIONSPursuant to the provisions of (i) Section 230(4) read with Sections 108 and 110 of the Companies Act 2013 (ii) Rule 6(3)(xi) of the Companies(Compromises Arrangements and Amalgamations) Rules 2016 (iii) Rule 22 read with Rule 20 and other applicable provisions of the Companies(Management and Administration) Rules 2014 and (iv) Regulation 44 and other applicable provisions of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has provided the facility of voting by postal ballot and e-voting so asto enable the equity shareholders to consider and approve the Scheme The Company has provided the facility of voting through polling paper at thevenue of the meeting Accordingly you may cast your vote either through postal ballot or through e-votinq or throuqhpollinq paper at the venue of themeeting The Applicant Company has engaged National Securities Depository Limited (NSDL) to provide remote e-voting facility bullAn equity shareholder whose name appears on the Register of MembersBeneficial Owners maintained by the NSDLCDSL as on cut-off date ie Friday20 July 2018 will onl1 be considered forthe purpose of voting (ieeither through Postal Ballot Form or Remote e-voting or voting at the Meeting throughPolling Paper) Person(s) who are not equity shareholders as on cut-off date should treat this Notice for information purposes onlyThe Notice convening the Meeting has been dispatched to all the equity shareholders whose names appear in the Register of MembersBeneficial ownersas on the cut-off date The details prescribed by the provisions ofthe Companies Act 2013 and the Rules made thereunder are given below

a) Date of completion of sending of Notice Saturday 28 July 2018b) Date and time of commencement of remote e-voting and voting through Postal Ballot form Monday 30 July 2018 at 900 am (1ST)c) Date and time of end of remote e-voting and voting through Postal Ballot form Tuesday 28 August 2018 at 500 prn (1ST)d) Voting through electronic means and postal ballot shall not be allowed beyond 500 pm (IST) on Tuesday 28 AugtJst 2018 The duly completed

postal ballot form should reach the Scruti~izer before 500 pm (ID Postal ballot forms received after the said time and date will be strictly treatedas if the reply from the equity shareholders has not been received

e) The facility for casting the vote through polling paper will be made available at the Meeting and the equity shareholders attending the Meetingwho have not cast their vote by means of remote e-voting or through postal ballot shall be able to cast their vote at the Meeting through polling

pape~ f) The equity shareholders who have cast their vote by remote e-voting orthrough postal ballot may also attend the Meeting but shall not be entitled

to casttheirvote againg) Electronic Voting Event Number (EVEN) 108792h) The Notice of Meeting is available on the website ofthe Company at wwwkpitcom and on the website of NSDL at wwwevotingnsdlcomi) For e-voting instructions the equity shareholders may go through the instructions in the Notice of the Meeting and in case of any queries

grievances connected thereto the equity shareholders may refer the Frequently Asked Questions (FAQs) and e-voting User Manual forshareholders available at the downloads section of wwwevotingnsdLcom or call on toll free no 1800-222-990 or send a request atevotingnsdlcoin

j) The result of the voting shall be announced by the Chairman of the Meeting on or before 31 August 2018 upon receipt of Scrutinizers report andsame shall be displayed on the website of the Company at wwwkpitcom and on the website of NSDL at wwwevotingnsdlcom besides beingcommunicated to BSELimited and the ~ational Stock Exchange of India Limited on the said date

Place PuneDate 29 July 2018

For KPIT Technologies LimitedSd-

5 B (Ravi) PanditChairman appointed for the MeetJng

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14 Business StandardPUNE I

KPITKPIT Technologies Limited

CINl72200PN1990PlC059594Regd Office 35 amp 36 Rajiv Gandhi Infotech Park Phase -I MIDC Hinjawadi Pune - 411057

Tel No +91 2066525000 Fax No +91 2066525001E-mail connectwithuskpitcom Website wwwkpitcom

FORM NO CAA 2

[Pursuant to Section 230 (3) of the Companies Act 2013 and rufes 6 and 7 of the Companies

(Compromises Arrangements and Amalgamations) Rules 2016]

Company Application No 618 of 2018

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT AMONGST BIRLASOFT (INDIA) UMITED AND KPIT TECHNOLOGIES

UMITED AND KPIT ENGINEERING UMITED AND THEIR RESPECTIVE SHAREHOLDERS bull

KPIT Technologies Limited a company incorporated under the)Companies Act 1956 having Company Identification Number)l72200PN1990PlC059594 and having its reqistered office at 35 amp 36 )Rajiv Gandhi Infotech Park Phase - I MIDC Hinjawadi Pune 411057 )Maharashtra India ) bullbullTransferee Company IDemerged Company IApplicant Company

Notice and Advertisement of notice of the meeting of equity shareholders

Notice is hereby given that by an Order dated 12 July 2018 the Mumbai Bench of the National Company law Tribunal (NCLT) has directed meeting tobe held of the equity shareholders of the Applicant Company for the purpose of considering and if thought fit approving with or without modificationthe proposed Composite Scheme of Arrangement proposed to be made under Sections 230 to 232 of the Companies Act 2013 (CA 2013) and otherapplicableprovisions ofthe CA 2013 amongst Birlasoft (India) Limited (Transferor Company) KPITTechnologies Limited (Transferee Company) andKPIT Engineering Limited (Resulting Company) and their respective shareholders (Scheme)In pursuance ofthe said Order and as directed therein further notice is hereby given that a meeting of the equity shareholders of the Applicant Companywill be held at the registered office pfthe Applicant Company at KPIT Auditorium SDB-ll 35 amp 36 Rajiv Gandhi Infotech Park Phase -1 MIDC HinjawadiPune411 057 on Wednesday the 29th day of August 2018 at 200 pm at which time and place the said equity shareholders are requested to attend Copies of the said Scheme and of the statement under Section 230 of CA 2013 can be obtained free of charge at the registered office of the ApplicantCompany 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 depositedat the registered office of the Applicant Company not later than 48 hours before the meetingThe Form of Proxy Postal Ballot Form and Attendance Slip can be obtained from the registered office of the Applicant Company or can be downloadedfrom Itswebsite atwwwkpitcomThe NClT has appointed Mr S B (Ravi) Pandit failing him Mr Kishor Patilas chairman of the said meeting of the equity shareholders of the ApplicantCompanyTransferee Company The abovementioned Scheme if approved at the meeting will be subjectto the subsequent approval of the NClTThe NClT has appointed Mr Jayavant Bhave Proprietor JB Bhave amp Co practicing Company Secretaries (Membership Number FCS4266 CP-3068) ast~e Scrutinizer of the meeting of equity shareholders ofthe Applicant CompanyqTHERINSTRUCnONS

Pursuant to the provisions of (i) Section 230(4) read with Sections 108 and 110 of the Companies Act 2013 (ii) Rule 6(3)(xi) of the Companies(Compromises Arrangements and Amalgamations) Rules 2016 (iii) Rule 22 read with Rule 20 and other applicable provisions of the Companies(~anagement and Administration) Rules 2014 and (iv) Regulation 44 and other applicable provisions of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has providedthe facility of voting by postal ballot and e-voting so asto enable the equity shareholders to consider and approve the Scheme The Company has provided the facility of voting through polling paper at thevenue of the meeting Accordingly you may cast your vote either through postal ballot or through e-voting or through polling paper at the venue of themeeting The Applicant Company has engaged National Securities Depository Limited (NSDl) to provide remote e-voting facilityArt equity shareholder whose name appears on the Register of MembersBeneficial Owners maintained by the NSDLCDSl as on cut-off date ie Friday20 July 2018 will only be considered for the purpose of voting (ie either through Postal Ballot Form or Remote e-voting or voting atthe Meeting throughPolling Paper) Person(s) who are not equity shareholders as on cut-off date should treat this Notice for information purposes onlyThe Notice convening the Meeting has been dispatched to all the equity shareholders whose names appear in the Register of MembersBeneficial ownersa$ on the cut-off dateThe details prescribed by the provisions ofthe Companies Ait 2013 and the Rules made thereunder are given below

a) Date of completion of sending of Notice Saturday 28 July 201ab) Date and time of commencement of remote e-voting and voting through Postal Ballot form Monday 30 July 2018 at 900 am (iSnc) Date and time of end of remote e-voting and voting through Postal Ballot form Tuesday 28 August 2018 at SOOpm (iSnd) Voting through electronic means and postal ballot shall not be allowed beyond 500 prn (lSn on Tuesday 28 August 2018 The duly completed

postal ballot form should reach the Scrutinizer before 500 pm (iSn Postal ballot forms received after the said time and date will be strictly treatedas if the reply from the equity shareholders has not been received

e) The facility for casting the vote through polling paper will be made available at the Meeting and the equity shareholders attending the Meetingwho have not cast their vote by means of remote e-voting or through postal ballot shall be able to cast their vote-at the Meeting through pollingpaper

f) The equity shareholders who have cast their vote by remote e-voting orthrough postai ballot may also attend the Meeting but shall not be entitledto cast their vote again

g) Electronic Voting Event Number (EVEN) 108792h) The Notice of Meeting is availableon the website ofthe Company atwwwkpitcom and on the website of NSDl atwwwevotingnsdlcomi) For e-voting instructions the equity shareholders may go through the instructions in the Notice of the Meeting and in case of any queries

grievances connected thereto the equity shareholders may refer the Frequently Asked Questions (FAQs) and e-voting User Manual forshareholders available at the downloads section of wwwevotingnsdlcom or call on toll free no 1800-222-990 or send a request atevotingnsdlcoin

j) The result of the voting shall be announced by the Chairman of the Meeting on or before 31 August 2018 upon receipt of Scrutinizers report andsame shall be displayed on the website of the Company at wwwkpitcom and on the website of NSDl at wwwevotirignsdlcom besides beingcommunicated to BSELimited and the National Stock Exchange ofIndia Limited on the said date

For KPIT Technologies LimitedSd-

Place Pune S B (Ravi) PanditDate 29 July 2018 Chairman appointed for the Meeting

14 Business StandardPUNE I

KPITKPIT Technologies Limited

CINl72200PN1990PlC059594Regd Office 35 amp 36 Rajiv Gandhi Infotech Park Phase -I MIDC Hinjawadi Pune - 411057

Tel No +91 2066525000 Fax No +91 2066525001E-mail connectwithuskpitcom Website wwwkpitcom

FORM NO CAA 2

[Pursuant to Section 230 (3) of the Companies Act 2013 and rufes 6 and 7 of the Companies

(Compromises Arrangements and Amalgamations) Rules 2016]

Company Application No 618 of 2018

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT AMONGST BIRLASOFT (INDIA) UMITED AND KPIT TECHNOLOGIES

UMITED AND KPIT ENGINEERING UMITED AND THEIR RESPECTIVE SHAREHOLDERS bull

KPIT Technologies Limited a company incorporated under the)Companies Act 1956 having Company Identification Number)l72200PN1990PlC059594 and having its reqistered office at 35 amp 36 )Rajiv Gandhi Infotech Park Phase - I MIDC Hinjawadi Pune 411057 )Maharashtra India ) bullbullTransferee Company IDemerged Company IApplicant Company

Notice and Advertisement of notice of the meeting of equity shareholders

Notice is hereby given that by an Order dated 12 July 2018 the Mumbai Bench of the National Company law Tribunal (NCLT) has directed meeting tobe held of the equity shareholders of the Applicant Company for the purpose of considering and if thought fit approving with or without modificationthe proposed Composite Scheme of Arrangement proposed to be made under Sections 230 to 232 of the Companies Act 2013 (CA 2013) and otherapplicableprovisions ofthe CA 2013 amongst Birlasoft (India) Limited (Transferor Company) KPITTechnologies Limited (Transferee Company) andKPIT Engineering Limited (Resulting Company) and their respective shareholders (Scheme)In pursuance ofthe said Order and as directed therein further notice is hereby given that a meeting of the equity shareholders of the Applicant Companywill be held at the registered office pfthe Applicant Company at KPIT Auditorium SDB-ll 35 amp 36 Rajiv Gandhi Infotech Park Phase -1 MIDC HinjawadiPune411 057 on Wednesday the 29th day of August 2018 at 200 pm at which time and place the said equity shareholders are requested to attend Copies of the said Scheme and of the statement under Section 230 of CA 2013 can be obtained free of charge at the registered office of the ApplicantCompany 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 depositedat the registered office of the Applicant Company not later than 48 hours before the meetingThe Form of Proxy Postal Ballot Form and Attendance Slip can be obtained from the registered office of the Applicant Company or can be downloadedfrom Itswebsite atwwwkpitcomThe NClT has appointed Mr S B (Ravi) Pandit failing him Mr Kishor Patilas chairman of the said meeting of the equity shareholders of the ApplicantCompanyTransferee Company The abovementioned Scheme if approved at the meeting will be subjectto the subsequent approval of the NClTThe NClT has appointed Mr Jayavant Bhave Proprietor JB Bhave amp Co practicing Company Secretaries (Membership Number FCS4266 CP-3068) ast~e Scrutinizer of the meeting of equity shareholders ofthe Applicant CompanyqTHERINSTRUCnONS

Pursuant to the provisions of (i) Section 230(4) read with Sections 108 and 110 of the Companies Act 2013 (ii) Rule 6(3)(xi) of the Companies(Compromises Arrangements and Amalgamations) Rules 2016 (iii) Rule 22 read with Rule 20 and other applicable provisions of the Companies(~anagement and Administration) Rules 2014 and (iv) Regulation 44 and other applicable provisions of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has providedthe facility of voting by postal ballot and e-voting so asto enable the equity shareholders to consider and approve the Scheme The Company has provided the facility of voting through polling paper at thevenue of the meeting Accordingly you may cast your vote either through postal ballot or through e-voting or through polling paper at the venue of themeeting The Applicant Company has engaged National Securities Depository Limited (NSDl) to provide remote e-voting facilityArt equity shareholder whose name appears on the Register of MembersBeneficial Owners maintained by the NSDLCDSl as on cut-off date ie Friday20 July 2018 will only be considered for the purpose of voting (ie either through Postal Ballot Form or Remote e-voting or voting atthe Meeting throughPolling Paper) Person(s) who are not equity shareholders as on cut-off date should treat this Notice for information purposes onlyThe Notice convening the Meeting has been dispatched to all the equity shareholders whose names appear in the Register of MembersBeneficial ownersa$ on the cut-off dateThe details prescribed by the provisions ofthe Companies Ait 2013 and the Rules made thereunder are given below

a) Date of completion of sending of Notice Saturday 28 July 201ab) Date and time of commencement of remote e-voting and voting through Postal Ballot form Monday 30 July 2018 at 900 am (iSnc) Date and time of end of remote e-voting and voting through Postal Ballot form Tuesday 28 August 2018 at SOOpm (iSnd) Voting through electronic means and postal ballot shall not be allowed beyond 500 prn (lSn on Tuesday 28 August 2018 The duly completed

postal ballot form should reach the Scrutinizer before 500 pm (iSn Postal ballot forms received after the said time and date will be strictly treatedas if the reply from the equity shareholders has not been received

e) The facility for casting the vote through polling paper will be made available at the Meeting and the equity shareholders attending the Meetingwho have not cast their vote by means of remote e-voting or through postal ballot shall be able to cast their vote-at the Meeting through pollingpaper

f) The equity shareholders who have cast their vote by remote e-voting orthrough postai ballot may also attend the Meeting but shall not be entitledto cast their vote again

g) Electronic Voting Event Number (EVEN) 108792h) The Notice of Meeting is availableon the website ofthe Company atwwwkpitcom and on the website of NSDl atwwwevotingnsdlcomi) For e-voting instructions the equity shareholders may go through the instructions in the Notice of the Meeting and in case of any queries

grievances connected thereto the equity shareholders may refer the Frequently Asked Questions (FAQs) and e-voting User Manual forshareholders available at the downloads section of wwwevotingnsdlcom or call on toll free no 1800-222-990 or send a request atevotingnsdlcoin

j) The result of the voting shall be announced by the Chairman of the Meeting on or before 31 August 2018 upon receipt of Scrutinizers report andsame shall be displayed on the website of the Company at wwwkpitcom and on the website of NSDl at wwwevotirignsdlcom besides beingcommunicated to BSELimited and the National Stock Exchange ofIndia Limited on the said date

For KPIT Technologies LimitedSd-

Place Pune S B (Ravi) PanditDate 29 July 2018 Chairman appointed for the Meeting