BEFORE THE NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH AT HYDERABAD CA(CAA) NO.334/230/HDB/2018 In the matter of the Companies Act, 2013 [Section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016] Between DIVYASREE NSL INFRASTRUCTURE PRIVATE LIMITED And MIDAS PROJECTS PRIVATE LIMITED And THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS DIVYASREE NSL INFRASTRUCTURE PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Survey No.66/1, Raidurgam Village, Serilingampally Mandal, Hyderabad 500032. Applicant / Demerged Company EXPLANATORY STATEMENT UNDER SECTIONS 230 TO 232 AND 102 OF THE COMPANIES ACT, 2013 (ACT) READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016, TO THE NOTICE OF THE MEETING OF THE SECURED CREDITORS OF DIVYASREE NSL INFRASTRUCTURE PRIVATE LIMITED, DIRECTED TO BE CONVENED BY THE HON BLE NATIONAL COMPANY LAW TRIBUNAL, HYDERABAD BENCH
Pursuant to the Order dated 15 th May 2018, passed by the Hon ble National Company Law Tribunal (Hon ble Tribunal), Hyderabad Bench in Company Application No. CA(CAA)No.334/230/HDB/2018 (Order), a meeting of the Secured Creditors of Divyasree NSL Infrastructure Private Limited is being convened at Orion Villas Club House, Banquet Hall, Orion Villas, Sy. No. 66/1, Raidurgam Village, Near Raidurgam Police Station, Serilingampally Mandal, R. R. District, Hyderabad 500032 on Saturday, the 7 th day of July, 2018, at 10.30 A. M., for the purpose of considering, and if thought fit, approving, with or without modification(s), the Composite Scheme of Arrangement between Divyasree NSL Infrastructure Private Limited and Midas Projects Private Limited and their respective Shareholders and Creditors (Scheme) under Sections 230 to 232 and other applicable provisions of the Act. I. Details of the companies involved in the Scheme: a. Divyasree NSL Infrastructure Private Limited (Applicant / Demerged Company) b. Midas Projects Private Limited (Applicant / Resulting Company) II. The Demerged Company and the Resulting Company are together referred to as Companies. III. The aforesaid Scheme has been, inter alia, approved by the Board of Directors of both the Companies at their respective meetings held on 3 rd November 2017. IV. A copy of the Composite Scheme of Arrangement is accompanying the Notice convening the Meeting of the Secured Creditors of the Demerged Company. V. The terms used herein but not defined shall have the meaning assigned to them in the Scheme unless otherwise stated. VI. In accordance with the Order, the Demerged Company shall ensure, as far as possible, that at least ¾ of value of total amount of the Secured Creditors of the Demerged Company
should express their consent for the Scheme either by voting in person or by proxy / authorised representative. VII. Particulars of the Demerged Company (a) The CIN of the Demerged Company is U70102TG2004PTC044588 (b) The Permanent Account Number of the Demerged Company is AACCD3662N (c) The Name of the Demerged Company is DIVYASREE NSL INFRASTRUCTURE PRIVATE LIMITED (d) Date of Incorporation is 10/11/2004 (e) The Demerged Company is a Private Limited Company (f) The Registered Office of the Demerged Company is situated at Survey No.66/1, Raidurgam Village, Serilingampally Mandal, Hyderabad 500032. The Email ID of the Demerged Company is cnrao@divyasreensl.com. (g) A summary of main objects as per the Memorandum of Association of the Demerged Company allows it: To carry on the business of Real estate construction and development of Housing Plots and design, build, operate manage, integrated townships, integrated commercial complexes with ready to occupy facilities, specially for IT and ITES organisations and construct and operate multiplex theatres, convention centers tourism centers and entertainment parks. To carry on the business to design, finance, build, operate, maintain, manage, construct, create, develop and take up Highway Road Projects, irrigation projection, power generation and distribution construction and development of railway lines, ports, airports, water ways, export processing Zones, integrated infrastructure development centre, industrial growth center, industrial parks, Software technology parks, theme park, international exhibition and trade centres. Or create other external and internal infrastructure facilities. To provide, develop, undertake, execute and manage, communication facilities and act as communication service provider by establishing Bank width services.
(h) The Demerged Company is primarily engaged in the business of development, sale, management and operation of commercial properties including information technology parks and Special Economic Zones and development and sale of residential properties. (i) Details of change of name, registered office and objects of the Demerged Company during the last five years: There has been no change in the name, registered office and objects of the Demerged Company in the last 5 years. (j) The Securities of the Demerged Company are not listed. (k) Details of the Capital structure of the Demerged Company including its authorized, issued, subscribed and paid up share capital as on 31.03.2017 and 15.11.2017 were as follows: Particulars As on 31.03.2017 and 15.11.2017 Amount (Rs.) Authorised Capital 1,00,00,000 Class A equity shares of Rs. 10/- each 5,00,00,000 Class C equity shares of Rs. 10/- each 10,00,00,000/- 50,00,00,000/- Issued, Subscribed and Paid-up Capital 1,00,00,000 Class A equity shares of Rs. 10/- each 5,00,00,000 Class C equity shares of Rs. 10/- each 10,00,00,000/- 50,00,00,000/-
(l) Names of the Promoters and Directors of the Demerged Company along with their addresses are as follows: i. Names of the Promoters of the Demerged Company are as follows: S.No Promoters Address No of Shares taken 1 Shyamaraju & Company (India) Private Limited 2 Mandava Holdings Private Limited Divyasree Chambers, A-Wing No 11 O Shaugnessy Road, Bangalore 560025 Karnataka, India NSL Icon, 8-2-684/2/A, Plot No. 1 To 4, 4th Floor, Road No.12, Banjara Hills 500034, Hyderabad, Telangana, India 3,00,00,000 3,00,00,000 ii. Details of the Directors of the Demerged Company are as follows: S. Name Designation Address No. 1 P. Shyama Raju (DIN: 00006948) Director No.343, 4th Main, Sadasivanagar, Bangalore - 560080 Karnataka, India 2 M. Prabhakara Rao (DIN: 00009650) Director Plot.No.543, House No.8-2-293/82/A543, Road No.26, Jubilee Hills, Hyderabad - 500033 Telangana, India
3 Bhaskar N Raju (DIN: 00006960) 4 Mandava Venkatram Chowdary (DIN: 03567730) Director Director No.57, MLA Layout, 4th Cross Dollars Colony, Bangalore - 560094 Karnataka, India 8-2-293/A/643, Road No.26, Jubilee Hills, Hyderabad - 500033 Telangana, India VIII. Particulars of the Resulting Company a. The CIN of the Resulting Company is U45400TG2007PTC054254. b. The Permanent Account Number of the Resulting Company is AAFCM1004N c. The Name of the Resulting Company is MIDAS PROJECTS PRIVATE LIMITED d. Date of Incorporation is 01/06/2007 e. The Resulting Company is a Private Limited Company f. The Registered Office of the Resulting Company is situated at NSL Icon, 8-2- 684/2/A, Plot No. 1 to 4, 4th Floor Road No.12, Banjara Hills, Hyderabad 500034. The Email ID of the Resulting Company is cnrao@divyasreensl.com. g. A summary of the main objects as per the Memorandum of Association of the Resulting Company allows it: To purchase, sell, develop, take in exchange, or on lease, hire or otherwise acquire, whether for investment for sale, or working in same, any real or personal estate including lands, buildings, houses, easement or interest in or with respect to any property or whatsoever for the purpose of the company in consideration gross sum or rent or partly in one way and partly in the other or for any other consideration and to carry on the business of real estate dealers, estate owners, undertaking construction activities and development of housing plots, suits and projects, design, build, operate, own and manage software technology parks,
malls, entertainment parks, theme parks, integrated townships including construction of apartments, houses, housing colonies and commercial complexes and industrial estates, export processing zones, special economic zones and business zones. To design, finance, build, operate, maintain, manage, construct, create, develop and take up High way Road Projects, irrigation projects, construction and development of railway lines, ports, airports, water ways, export processing zones, integrated infrastructure development centers, industrial growth centers industrial parks, Hard ware and software technology parts, entertainment parks, theme parks, international exhibition and trade centers and or create other external and internal infrastructure facilities. h. The Resulting Company is engaged in the business of development, sale, management and operation of real estate. i. Details of change of name, registered office and objects of the Resulting Company during the last five years: There has been no change in the name, registered office and objects of the Resulting Company in the last 5 years. j. The Securities of the Resulting Company are not listed. k. Details of the Capital Structure of the Resulting Company: The authorized, issued, subscribed and paid up share capital of the Resulting Company as on 31.03.2017 and 15.11.2017 were as follows: Particulars As on 31.03.2017 Amount (Rs.) Authorised Capital 5,00,000/- (50,000 Equity Shares of Rs.10/- each) As on 15.11.2017 Amount (Rs.) 5,00,000/- (50,000 Equity Shares of Rs.10/- each)
Issued, Subscribed and Paid-up Capital 1,00,000/- (10,000 Equity Shares of Rs.10/- each) 5,00,000/- (50,000 Equity Shares of Rs.10/- each) l. Names of the Promoters and Directors of the Resulting Company along with their addresses are as follows: (i) Details of the Promoters of the Resulting Company are as follows: S.No Promoters Address No of Shares taken 1 Shyamaraju & Company (India) Private Limited 2 Mandava Holdings Private Limited Divyasree Chambers, A-Wingo II O Shavgnessx Road, Bangalore - 560025 Karnataka, India NSL Icon, 8-2-684/2/A, Plot No. 1 To 4, 4th Floor, Road No.12, Banjara Hills - 500034 Hyderabad, Telangana, India 25,000 25,000 (ii) Details of the Directors of the Resulting Company are as follows: S.No. Name Designation Address 1 Perni Nageswara Rao (DIN: 00009762) Director Flat No. 402, Ashoka Enclave, Jayanthi Nagar, Rajeev Nagar, Hyderabad - 500018 Telangana, India
2 Sumeet Chawla (DIN: 02547629) 3 Nelluri Bapuji (DIN: 03157631) 4 Shaifali Singh (DIN: 06850667) Director Director Director Tower 6, 81 Pebble Bay, 1st Main A11, Dollars Colony, RMV 2 nd Stage, Bengaluru - 560094 Karnataka, India 501, Divya Shakti Bhavan, Yousufguda, Hyderabad - 500045 Telangana, India No.501, 1C, Senswe, Divyasree Elan, Sarjapur Road, Bengaluru - 560035 Karnataka, India IX. Description of the Scheme: The Companies propose to implement the proposed Composite Scheme of Arrangement for inter alia demerger of Demerged Undertaking (i.e. the Demerged Company s Orion-II Undertaking including without limitation the Orion-II Infrastructure, its assets, liabilities, contracts, employees, etc as set out more in particular detail in the Scheme) of the Demerged Company into the Resulting Company with effect from the appointed date i.e., 15 th November 2017 pursuant to the provisions of Sections 230 to 232, Section 48, Section 52, Section 66 and other applicable provisions of the Act and the Rules made thereunder. X. If the scheme of compromise or amalgamation relates to more than one company, the fact and details of any relationship subsisting between such companies who are parties to such scheme of compromise or amalgamation, including holding, subsidiary or of associate companies:
The Demerged and the Resulting Companies have common promoters viz., Shyamaraju & Company (India) Private Limited and Mandava Holdings Private Limited which hold shares equally in the Companies. XI. Directors Approval of Scheme: The Board of Directors of the Demerged Company and Resulting Company had at their respective meetings held on 3 rd November 2017 unanimously approved the proposed Composite Scheme of Arrangement between Divyasree NSL Infrastructure Private Limited and Midas Projects Private Limited and their respective Shareholders and Creditors. XII. Salient features of the Scheme: a. Appointed Date:15 th of November 2017 or such other date as may be approved by the Hon ble National Company Law Tribunal at Hyderabad b. Effective Date: Shall be the last of the dates on which the certified copy of the order of the Hon ble National Company Law Tribunal is filed with the Registrar of Companies, Andhra Pradesh &Telangana, Hyderabad. c. Share Exchange Ratio: i. 2 (two) equity shares of face value Rs. 10/- (Rupees Ten Only) each of the Resulting Company to be issued to each Class A equity shareholder of the Demerged Company as on the Record Date for every 5 (five) Class A equity shares of face value Rs. 10/- (Rupees Ten Only) each held in the Demerged Company;
ii. 20 (twenty) optionally convertible redeemable preference shares (carrying 0.1% dividend and redeemable only at par) of face value Rs. 10/ (Rupees Ten Only) each of the Resulting Company to be issued to each Class C equity shareholder of the Demerged Company as on the Record Date, for every 25 (twenty five) Class C equity shares of face value Rs. 10/- (Rupees Ten Only) each held in the Demerged Company. d. Summary of Valuation Report: The Valuation Report issued by Desai Haribhakti & Co, Chartered Accountants, lays out the exchange ratio determined, on a fair valuation basis, by which equity shares and 0.1% optionally convertible redeemable preference shares of the Resulting Company are to be issued and allotted to the shareholders of the Demerged Company in accordance with Clause 12.1 of the Scheme, in the manner shown in Para c immediately hereinabove, as consideration for the demerger of the Demerged Undertaking. e. Details of capital or debt restructuring, if any: The Scheme does not provide for any capital or debt restructuring. However, the Scheme provides for variation of the class C equity shares of the Demerged Company resulting in reclassification to OCRPS as follows: On and from the Effective Date, pursuant to sections 13 and 48 and other applicable provisions, if any, of the Act, read with the relevant rules framed thereunder, as may be amended from time to time, and the articles of association of the Demerged Company and with effect from the Appointed Date and after giving effect to Part B of the Scheme, the entire issued, subscribed and paid-up equity share capital of the Demerged Company without any further application, act, instrument or deed and without any payment, be re-classified:
From: Rs. 10,00,00,000 /- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore Only) Class A Equity Shares of INR 10/- (Rupees Ten Only) each and Rs. 50,00,00,000/- (Rupees Fifty Crore Only) divided into 5,00,00,000 (Five Crore Only) Class C Equity Shares of Rs. 10/- each; To: Rs. 10,00,00,000/- (Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore Only) Class A Equity Shares of INR 10/- (Rupees Ten Only) each and Rs. 50,00,00,000/- (Rupees Fifty Crore Only) divided into 5,00,00,000 (Five Crore only) 0.1% Optionally Convertible Redeemable Preference Shares of Rs. 10/- (Rupees Ten Only) each. Consequently, the Clause V of the memorandum of association of the Demerged Company be also substituted by the following: V. The Authorised Share Capital of the Company is INR 10,00,00,000/- (Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore) Class A Equity Shares of INR 10/- (Rupees Ten Only) each and Rs. 50,00,00,000/- (Rupees Fifty Crore Only) divided into 5,00,00,000 (Five Crore only) 0.1% Optionally Convertible Redeemable Preference Shares of Rs. 10/- (Rupees Ten Only) each, redeemable only at par, with the rights, privileges and conditions attaching thereto as are provided by the regulations of the Company for the time being, with power to increase or reduce the capital of the Company and to divide the shares in the Share Capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the regulations of the Company and to vary, modify, alter, convert, classify, abrogate or reclassify any rights, privileges or conditions in any such manner as may be determined by or in accordance with the provisions of the Companies Act, 2013 and as may for the
time being be provided by the memorandum of association and articles of association of the Company. Such variation and resultant re-classification of Class C Equity Share Capital of the Demerged Company as provided in Clause 17.1 of the Scheme, shall be effected as an integral part of the Scheme on the Effective Date and the order of the NCLT sanctioning the Scheme shall be deemed to be approved by the shareholders of the Demerged Company as required under Section 48 of the Companies Act, 2013, confirming the variation of the rights attached to the Class C Equity Share Capital of the Demerged Company resulting in re-classification of Class C Equity Share Capital of the Demerged Company into OCRPS of the Demerged Company. This variation of rights and resultant re-classification would not involve a diminution of liability in respect of the unpaid share capital or payment of paid-up share capital or capital reduction, and the procedure under Section 66 of the Act, will not become applicable. The Secured Creditors 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. XIII. Rational for the compromise or arrangement and the benefits arising there from: 1. It has been identified and acknowledged by the Board of Directors of the Demerged Company that the Demerged Company has several commercial activities / undertakings, whose risks and rewards and other considerations and factors applicable to each such undertaking are distinct and diverse from each other. In order to ensure efficient management of the businesses and
sustainable long-term growth, profitability, market share and continuous customer service, each of the independent businesses require focused management attention and different sets of skills and resources. This will also ensure each of the businesses to succeed in the competitive regulatory environment and also mitigate risks efficiently. 2. With this objective in mind, it is proposed to transfer to and vest the Orion-II Undertaking in the Resulting Company. It is envisaged that the said demerger proposal shall be in the larger interest of the shareholders, creditors, and employees of the Demerged Company and Resulting Company and help to achieve effective growth of the Demerged Company and Resulting Company. 3. It is further envisaged that the demerger of Demerged Undertaking of the Demerged Company into the Resulting Company shall inter alia have the following specific benefits: a. The Demerged Undertaking has significant potential for independent growth and is capable of attracting a separate set of investors, strategic partners, creditors and other stakeholders. The demerger proposed under this Scheme shall result in the businesses currently being carried on by the Demerged Undertaking becoming an independent legal entity thereby facilitating participation by a separate set of investors, strategic partners, creditors and other stakeholders;
b. The demerger will enable the Demerged Company to focus and enhance the Orion-I Undertaking by streamlining operations and cutting costs; ensure better and more efficient management control; c. Creation of greater management focus and easier and speedy decision process to achieve strategic advantage; d. The demerger will lead to the productive utilization of managerial, financial and human resources of the Demerged Undertaking and the Resulting Company, as well as achieving cost and operational efficiency; e. Keeping track of profitability of Demerged Undertaking distinctly visà-vis the Demerged Company through allocation and vesting of respective assets, liabilities, expense and income streams under distinct entities, i.e. Resulting Company; f. The business of development and operation of SEZs is an uncertain business by its nature. These projects take substantial time to develop and their success depends on the performance of the general real estate market, and there may be substantial adverse implications if market conditions deteriorate. The demerger proposed under this Scheme shall result in the risks pertaining to each of the projects and businesses undertaken by the Demerged Company being segregated thereby insulating the other projects and businesses.
4. Pursuant to and under the provisions of Sections 230 to 232 of Act and Section 48, Section 52 and Section 66 of the Act, as applicable, Demerged Company and Resulting Company propose through this Scheme to demerge and vest, as a going concern, the Demerged Undertaking of the Demerged Company to and in Resulting Company. 5. This Scheme is in the best interests of the shareholders and creditors of the Demerged Company and the Resulting Company and they shall not be prejudiced by the Scheme. The Scheme does not seek any waiver of any rights or outstanding obligations towards the creditors and shareholders of the Demerged Company or the Resulting Company. XIV. Amount due to Creditors as on 15/11/2017: Sl No Category of Creditors No. of Creditors Total amount due (Rs. In Crores) 1 Unsecured Creditors 310 271.18 2 Secured Creditors 4 1502.95 XV. Disclosure about the effect of the Scheme of Arrangement on KMP and others: A Directors & Key managerial personnel (KMPs) The Directors and Key Managerial personnel of the Demerged Company shall cease to be responsible for the management of the investments / assets transferred to the
Resulting Company, unless they are also appointed as Directors / KMPs of the Resulting Company. B Promoters & non- The Promoter members of the Demerged promoter members Company who are also the Promoter members of the Resulting Company will be issued shares in the Resulting Company in accordance with clause 12 of the Scheme. There are no non promoter members in the Demerged Company. C Depositors The Demerged Company has not accepted any Deposits except Security Deposits. There will be no effect on the Security Depositors except to the extent that: a. The Security Deposit holders relating solely to the Demerged Undertaking will cease to be Security Depositors of the Demerged Company and will become the Security Depositors of the Resulting Company. b. Those Security Depositors relating to the Demerged Undertaking as well as the residual business of the Demerged Company will be Security Depositors of both the Resulting Company and the Demerged Company in the proportion of their relationship with the said segments.
c. Those Security Depositors relating solely to the residual business of the Demerged Company will continue to be the Security Depositors of the Demerged Company. D Creditors Upon the implementation of the Scheme: a. The creditors relating to the Demerged undertaking will cease to be the creditors of the Demerged Company and will become creditors of the Resulting Company to the extent of the amounts they are entitled to receive in relation to the Demerged undertaking. b. The creditors relating to the residual business in the Demerged Company will continue to be the creditors of the Demerged Company to the extent of the amounts they are entitled to receive in relation to the residual business in the Demerged Company. c. The creditors who are entitled to receive amounts relating to both the Demerged Undertaking as well as the residual business of the Demerged Company will be the creditors of both the Resulting Company and the Demerged Company in proportion to their relationship with the said segments. E Debenture holders Not Applicable, since there are no Debenture holders
F Deposit trustee and debenture trustee G Employees of the company Not Applicable, since there are no such Trustees There will be no effect on the employees, since the terms of employment currently applicable to them will continue to be in force, even after some of them are transferred to the Resulting Company. XVI. Disclosure about effect of compromise or arrangement on material interests of directors, Key Managerial Personnel (KMP) and debenture Trustee of the Demerged Company. The Composite Scheme of Arrangement will not have any effect on the material interests of the directors or key managerial personnel of the Demerged Company. XVII. Investigation or proceedings, if any, pending against the Demerged Company under the Act. No investigation or proceedings have been instituted or are pending under applicable provisions of the Act or erstwhile provisions of the Companies Act, 1956 against the Demerged Company. XVIII. Details of approvals, sanctions or no-objection(s), if any, from regulatory or any other governmental authorities required, received or pending for the proposed scheme of amalgamation: a. The Companies to the Scheme would obtain such necessary approvals / sanctions / no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, if so required.
b. The copy of the Scheme shall be filed with the Registrar of Companies along with a copy of the Notice of the Hon ble Tribunal convened meeting of the Secured Creditors and the Explanatory Statement accompanying the said Notice. XIX. The following documents will be open for inspection / for obtaining extract / copies by the Secured Creditors of the Demerged Company up to 1(one) day prior to the date of the meeting at its Registered Office between 10.00 A.M. and 2.00 P.M., on all working days from Monday to Saturday: a. Copy of the latest Audited Financial Statements of the Demerged Company along with Unaudited Financial Statements drawn up thereafter. b. Copy of the order dated 15 th May 2018 of the Hon ble Tribunal at Hyderabad passed in Company Application No.CA(CAA) No.334/230/HDB/2018 directing the convening of the meeting of the Secured Creditors of Divyasree NSL Infrastructure Private Limited c. Copy of the Composite Scheme of Arrangement. d. Copy of the certificate issued by the Auditor of the Demerged Company to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act. In addition to the above, the following documents will be available for inspection for the Secured Creditors of the Demerged Company at the time and place mentioned above: a. Copy of the Company Application No.CA(CAA)No.334/230/HDB/2018 b. Copy of the Memorandum and Articles of Association of the Demerged Company c. Register of Directors Shareholdings of the Demerged Company. d. Valuation Report issued by Desai Haribhakti & Co., Chartered Accountants.
XX. On the Scheme being approved by the Secured Creditors of the Demerged Company by the requisite majority as per the requirement of Section 230 of the Act, the Demerged and the Resulting Companies will file a joint Company Petition with the Hon ble National Company Law Tribunal, Hyderabad Bench seeking sanction of the Scheme. XXI. This statement may be treated as an Explanatory Statement / Statement under Sections 230 to 232 and 102 of the Act and Rule 6 of the Rules made thereunder. XXII. Notice, Explanatory Statement and Form of Proxy shall be furnished by the Demerged Company to its Secured Creditors free of charge, within two (2) working days on a requisition being so made for the same by the Secured Creditors of the Demerged Company either at the Registered Office of the Demerged Company or at the office of the Demerged Company s Advocate, V. Harish Kumar, Tatva Legal, Tatva House, Plot No. 107A, Road No. 72, Jubilee Hills, Hyderabad 500110, Telangana, India, up to two (2) working days prior to the date of the meeting. XXIII. The persons to whom this notice is sent may vote in the meeting either in person or by proxies. Dated this 4 th day of June 2018 A. Nagaraj Kumar, Advocate Chairperson appointed for the Secured Creditors Meeting DIVYASREE NSL INFRASTRUCTURE PRIVATE LIMITED CIN U70102TG2004PTC044588 Registered Office: Survey No.66/1, Raidurgam village, Serilingampally Mandal, Hyderabad 500032. Tel / Fax: + 91 40 2980 5109 email: cnrao@divyasreensl.com Website: www.divyasree.com