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27[th] October, 2021

To,

The General Manager Department of Corporate Relations BSE Limited Sir Phiroze Jeejeebhoy Towers Dalal Street Fort Mumbai 400 001	The Vice President Listing Department The National Stock Exchange of India Limited Exchange Plaza Bandra Kurla Complex Bandra (East) Mumbai 400 051

Sub: Notice for Tribunal convened meeting of Unsecured Creditors of HCL Infosystems Limited scheduled to be held on Tuesday, November 30, 2021 at 02:30 PM Ref: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Symbol: NSE : HCL-INSYS BSE (For Physical Form): 179 BSE (For Demat Form) : 500179

Dear Sirs,

Pursuant to the order dated September 17, 2021 read with rectification order dated September 24, 2021 and order dated October 7, 2021 passed by the National Company Law Tribunal, New Delhi Bench) (Court-V) (“ NCLT ” or “ Tribunal ”), 2015, we submit herewith the notice for Tribunal convened meeting of Unsecured Creditors of HCL Infosystems Limited scheduled to be held on Tuesday, November 30, 2021 at 02:30 PM through Video Conferencing (VC).

The Notice including the e-voting instructions is also available on the website of the Company and can be accessed at https://www.hclinfosystems.in/wp-content/uploads/2021/10/HCL-InfosystemsLimited-Unsecured-Creditors-Notice-and-Evoting-instructions.pdf .

This is for your information and records.

Yours Faithfully,

For HCL Infosystems Limited

KOMAL Digitally signed by KOMAL BATHLA Date: 2021.10.27 BATHLA 14:28:43 +05'30' Komal Bathla Company Secretary & Compliance Officer

Encl: As Above

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NOTICE OF MEETING OF THE UNSECURED CREDITORS OF HCL INFOSYSTEMS LIMITED SCHEDULED TO BE HELD THROUGH VIDEO CONFERENCING AS PER THE DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL, COURT – V, NEW DELHI BENCH

[pursuant to order dated September 17, 2021 read with rectification order dated September 24, 2021 and order dated October 7, 2021 passed by the National Company Law Tribunal, New Delhi Bench) (Court - V) (“ NCLT ” or “ Tribunal ”)]

DETAILS OF THE MEETING:

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Day Tuesday
Date November 30, 2021
Time 02:30 P.M.
Mode Meeting to be held through video conferencing
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* Please note that there shall be no meeting requiring physical presence at a common venue in view of the present circumstances on account of COVID-19 pandemic.

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S. No. Contents Page No.
1. Notice of meeting of the Unsecured Creditors of HCL Infosystems Limited 3-9
(“ the Company ” or “ Transferee Company ”) pursuant to the order of
NCLT, New Delhi.
2. Explanatory Statement under Sections 230 – 232 of the Companies Act, 10-33
2013 read with Rule 6 of the Companies (Compromises, Arrangements and
Amalgamations) Rules, 2016 and other applicable provisions, if any.
3. Annexure-I - Scheme of Amalgamation between Digilife Distribution and 34-52
Marketing Services Limited and HCL Learning Limited and HCL Infosystems
Limited and their respective shareholders and creditors (“Scheme”).
4. Annexure-II – Copies of order passed by the Hon’ble National Company 53-65
Law Tribunal at New Delhi Bench, in Company Application No. CA(CAA)-
90/230/232/2020 dated September 17, 2021 along with rectification order
dated September 24, 2021 and order dated October 7, 2021.
5. Annexure-III – Intimation sent to the relevant stock exchanges with respect 66
to the Scheme.
6. Annexure-IV – Report adopted by the Board of Directors of Digilife 67-68
Distribution and Marketing Services Limited as per the provisions of
Section 232(2)(c) of the Companies Act, 2013.
7. Annexure-V – Report adopted by the Board of Directors of HCL Learning 69-70
Limited as per the provisions of Section 232(2)(c) of the Companies Act,
2013.
8. Annexure-VI – Report adopted by the Board of Directors of HCL 71-72
Infosystems Limited as per the provisions of Section 232(2)(c) of the
Companies Act, 2013.
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S. No. Contents Page No.
9. Annexure-VII - 73-116
Copy of audited financial statements of Digilife
Distribution and Marketing Services Limited for the year ended March 31,
2021
10. Annexure-VIII - 117-118
Copy of un-audited financial statements (provisional) of
Digilife Distribution and Marketing Services Limited for the period ended
June 30, 2021
11. Annexure-IX - 119-170
Copy of audited financial statements of HCL Learning
Limited for the year ended March 31, 2021
12. Annexure-X - 171-172
Copy of un-audited financial statements (provisional) of
HCL Learning Limited for the period ended June 30, 2021
13. Annexure-XI - 173-233
Copy of audited financial statements of HCL Infosystems
Limited for the year ended March 31, 2021
14. Annexure-XII - 234-238
Copy of un-audited financial statements of HCL
Infosystems Limited for the period ended June 30, 2021
15. Instructions for joining the meeting to be held through VC and for e-voting Separate
during the meeting through electronic means. Leaf
Since the meeting is being held through video conferencing, physical attendance of unsecured
creditors have been dispensed with. Accordingly, the facility for appointment of proxies by the
unsecured creditors will not be available for the meeting and hence proxy form and attendance
slip have not been annexed along with the notice of the meeting
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Dated this October 18, 2021

Sd/-

Mr. Pushpendra Surana, CA

(Chairperson appointed for the meeting) Place - New Delhi

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

NEW DELHI BENCH

COMPANY APPLICATION NO. CA(CAA)-90/230/232/ND OF 2020

In the Matter of the Companies Act, 2013 (18 of 2013)

And

In the Matter of Sections 230 – 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements, Amalgamations) Rules, 2016

And

In the matter of Scheme of Amalgamation between

Digilife Distribution and Marketing Services Limited Company registered under the Companies Act, 1956 Having its registered office at: 806, Siddharth 96, Nehru Place, New Delhi – 110019

CIN: U72900DL2008PLC175605

And

(Transferor Company 1/ Applicant Company 1)

HCL Learning Limited Company registered under the Companies Act, 1956 Having its registered office at: 806, Siddharth 96, Nehru Place, New Delhi – 110019 (Transferor Company 2/ Applicant CIN: U80900DL2012PLC242907 Company 2) And HCL Infosystems Limited Company registered under the Companies Act, 1956 Having its registered office at: 806, Siddharth 96, Nehru Place, New Delhi – 110019 (Transferee Company/ Applicant CIN: L72200DL1986PLC023955 Company 3)

And

Their Respective Shareholders and Creditors

NOTICE OF THE TRIBUNAL CONVENED MEETING OF THE UNSECURED CREDITORS OF HCL INFOSYSTEMS LIMITED

Notice is hereby given that by an order dated September 17, 2021 (date of pronouncement) read with rectification order dated September 24, 2021 and order dated October 7, 2021, New Delhi Bench of the National Company Law Tribunal in Company Application No. CA (CAA) No. 90/230/232/ND/2020 (“Order”) has directed a meeting to be held of the Unsecured Creditors of HCL Infosystems Limited for considering, and if thought fit, approving with or without modifications, following resolution for the amalgamation proposed to be made between Digilife Distribution and Marketing Services Limited and HCL Learning Limited and HCL Infosystems Limited and their respective shareholders and creditors through video conferencing (“VC”) along with a facility for e-voting (during the meeting) in compliance with the provisions of Section 108 and other applicable provisions of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and other applicable laws and regulations (including any statutory modification or re-enactment thereof for the time being in force.

In pursuance of the Order and as directed therein, further notice is hereby given that a meeting of the unsecured creditors of HCL Infosystems Limited will be held on Tuesday, November 30, 2021 at 02:30 P.M. (“Meeting”) through VC, following the operating procedures (with requisite modifications as may be required) referred to in Circular No.14/2020 dated 8 April 2020, Circular No. 17/2020 dated 13 April 2020, Circular No. 22/2020 dated 15 June 2020, Circular No. 33/2020 dated 28 September 2020, Circular No. 39/2020 dated 31 December 2020 and Circular No. 10/2021 dated 23 June 2021 issued by the Ministry of Corporate Affairs, Government of India. Further, there shall be no meeting requiring physical presence at a common venue in view of the present circumstances on account of the COVID-19 pandemic. At such day, date and time, the said unsecured creditors of HCL Infosystems Limited are requested to attend the Meeting through VC.

Persons entitled to attend and vote may vote through e-voting facility made available during the Meeting through VC. The facility of appointment of proxies by unsecured creditors will not be available for such Meeting. However, a body corporate which is an unsecured creditor is entitled to appoint a representative for the purposes of participating and / or voting during the Meeting.

TAKE NOTICE that the following resolution is proposed under Section 230(3) of the Act and the provisions of the Memorandum of Association and the Articles of Association of HCL Infosystems Limited, for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme.

“ RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013, including rules provided therein, the applicable provisions of Securities and Exchange Board of India Act, 1992 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Obligations”), including any statutory modification or re-enactments thereof for the time being in force, and subject to the relevant provisions of the Memorandum & Articles of Association of the

Company and subject to the sanction by the National Company Law Tribunal, New Delhi (“NCLT”), as the case may be and in accordance with the regulations/guidelines, if any, prescribed by the Securities and Exchange Board of India or any other relevant authority from time to time to the extent applicable and subject to such approvals, consents, permissions and sanctions of the appropriate authorities as may be necessary/required and subject to such conditions as may be prescribed, directed or made by any of them while granting such approvals, consents and permissions, the arrangement embodied in the proposed Scheme of Amalgamation between Digilife Distribution and Marketing Services Limited and HCL Learning Limited with and into HCL Infosystems Limited and their respective shareholders and creditors (“Scheme”) be and is hereby approved.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall include any committee constituted by the Board of Directors of the Company or any person(s) authorized by the Board to exercise the powers conferred on the Board of Directors of the Company by this Resolution), be and is hereby jointly/ severally authorized to effectively implement the amalgamation embodied in the Scheme, make or accept such modification(s) amendment(s), limitation(s) and/ or condition(s), if any, to the Scheme as may be required by the Hon’ble Tribunal and/ or any other authority while sanctioning the Scheme or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme or for any other such reason, as the Board may deem fit and proper, to resolve all doubts or difficulties that may arise for carrying out the Scheme and to do and execute all acts, deeds, matters and things as the Board may in its absolute discretion deems necessary or expedient for giving effect to the Scheme.

RESOLVED FURTHER THAT the Board, be and are hereby jointly/ severally authorized to sign, verify, execute and file any documents or authorize any person or committee constituted for this purpose to sign, verify, execute and file any documents, including but not limited to affidavits, petitions, pleadings, applications, certificates, declarations, undertakings, vakalatnamas, proceedings, or any other documents incidental or necessary for making effective the aforesaid Scheme.

TAKE FURTHER NOTICE THAT considering the COVID -19 situation, the Tribunal has dispensed the Transferee Company from holding physical meeting of Unsecured Creditors and ordered that voting of the unsecured creditors shall be conducted through e voting during the meeting being convened.

TAKE FURTHER NOTICE THAT in compliance with the provisions of (i) Section 230(4) read with Sections 108 of the Companies Act, 2013; (ii) Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (iii) 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 through e-voting (during the meeting being convened through VC) so as to enable the unsecured creditors, to consider and approve the Scheme by way of the aforesaid resolution. Accordingly, voting by unsecured creditors of the Company to the Scheme shall be carried out through e-voting.

TAKE FURTHER NOTICE THAT the Tribunal has appointed Mr. Pushpendra Surana, CA as the Chairperson, failing him, Mr. Suman Kumar Verma, CA as the Alternate Chairperson for the meeting of unsecured creditors. The Tribunal has also appointed Mr. Ramkripal Sharma, CS as the Scrutinizer for the meeting, including for any adjournment(s) thereof.

The abovementioned Scheme, if approved at the voting, will be subject to the subsequent approval of the Tribunal.

This Notice and Explanatory Statement, the scheme along with the requisite documents is placed on the website of the Company viz. https://www.hclinfosystems.in/investors/.

Copies of the said Scheme of Amalgamation and Explanatory Statement under Sections 230 – 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions, if any and other relevant documents can be obtained free of charge on any working day (except Saturday, Sunday and public holidays), from the date of this notice till the date of the meeting during the business hours at the Registered Office of the Company. Also, any unsecured creditor desirous of obtaining aforesaid details may send an email at [email protected] and the copy of scheme along with other details as requested shall be mailed to the concerned unsecured creditor.

Dated this October 18, 2021 Sd/-

Mr. Pushpendra Surana (Chairperson appointed for the meeting) Place - New Delhi

Notes:

The notice in relation to the Tribunal convened meeting, together with documents accompanying the same (collectively, the “Notice”) is being sent to all the unsecured creditors, with outstanding balances of INR 1,00,000 or more as on March 31, 2021 (“Cutoff date”).
The Explanatory Statement under Sections 230 – 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions, if any setting out all material facts and reason for the proposed resolution is annexed hereto and forms part of the Notice.
In view of the outbreak of the COVID-19 pandemic, social distancing norms to be followed and in terms of the order dated September 17, 2021 (date of pronouncement) read with rectification order dated September 24, 2021 and order dated October 7, 2021 of the Hon’ble National Company Law Tribunal at New Delhi (“Order”), HCL Infosystems Limited is convening the Meeting through Video Conferencing (“VC”), and there shall be no meeting requiring physical attendance of the unsecured creditors at a common venue. The proceedings of the Meeting shall however be deemed to be conducted at the registered office of HCL Infosystems Limited which shall be the deemed venue of the Meeting.
National Securities Depository Limited (NSDL) is appointed to provide the facility for convening the meeting through VC; to handle and supervise the entire process of holding the meeting through VC and e-voting during the meeting in a secured manner.
As the meeting shall be conducted through VC, the facility for appointment of Proxy by the Unsecured Creditors is not available for this meeting and hence the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.
Attendance of the Unsecured Creditors participating in the meeting through VC Facility shall be counted for the purpose of reckoning the quorum.
Pursuant to the order of NCLT read with Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company offers e-voting facility during the meeting to the unsecured creditors to enable them to vote electronically.
Creditors who would like to express their views or ask questions during the meeting may register themselves as a speaker by sending a request from their registered email id mentioning their name, address and PAN at [email protected] on or before Tuesday 23rd November, 2021. Those Unsecured Creditors who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting. Speakers are requested to submit their questions at the time of registration, to enable the Company to respond appropriately.
The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, to ensure the smooth conduct of the meeting.
Only Unsecured Creditors of the Company may attend the meeting of Unsecured Creditors through VC and vote through E-voting system

The voting rights of eligible Unsecured Creditors shall be in proportion to the principal amount due to them as on 31st March, 2021.
In terms of the MCA Circulars since the physical attendance of unsecured creditors has been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by unsecured creditors under Section 105 of the Act will not be available. However, in pursuance of Section 112 and Section 113 of the Act, representatives of the institutional/ corporate unsecured creditors may be appointed for the purpose of voting through e-Voting, for participation in the meeting through VC Facility.
Institutional/ Corporate Unsecured Creditors (i.e. other than individuals/HUF, NRI, etc) of HCL Infosystems Limited are entitled to appoint an authorized representative for the purpose of participating and / or voting during the Meeting held through VC. Further, such Institutional/ Corporate Unsecured Creditors (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned certified copy (.pdf file) of the relevant resolution/ authority letter / power of attorney together with attested specimen signature of the duly authorized representatives who are authorized to vote, to the Scrutinizer at [email protected] from their registered email address with a copy marked to [email protected] , no later than 48 hours before the scheduled time of the Meeting.
The authorized representative of the unsecured creditor (in case such unsecured creditor is a corporate member) should additionally e-mail copy of their valid and legible identity proof (.pdf file) issued by a statutory authority (i.e. Pan Card / Aadhaar Card / Passport / Driving License / Voter ID Card) to the Scrutinizer at [email protected] from their registered email address with a copy marked to [email protected], no later than 48 hours before the scheduled time of the Meeting.
The Unsecured creditors may join the meeting through VC 15 minutes before the scheduled time by following the procedure as mentioned below and the window for joining the VC Facility will remain open till the closure of the meeting.
In terms of the directions contained in the Order, “the quorum of the meeting shall be as per the number provided under Section 103 (i.e., Fifteen (15) Unsecured Creditors of HCL Infosystems Limited). Further, the Order also directs that in case the required quorum for the Meeting is not present at the commencement of the Meeting, then the Meeting shall be adjourned by half an hour (i.e., 30 minutes) and thereafter, the persons present shall be deemed to constitute the quorum, however, the requirement of Section 230(6) of the Act shall be complied with regard to the agreement to the scheme by majority of persons representing 75% in value.
The physical copies of this Notice are being sent to unsecured creditors by speed post, as directed by the Tribunal. The Notice is also being displayed on the website of the Company, Stock Exchanges where the securities of the Company are listed and depositories.
There will be one e-voting for every unsecured creditor as on March 31, 2021.
Details of persons to be contacted for issues relating to e-voting :

Ms. Soni Singh, Assistant Manager, Email id – [email protected], contact Number – 1800 102 0990; 1800 22 4430.

The material documents referred to in the accompanying Explanatory Statement shall be open for inspection by the Unsecured Creditors at the Registered Office from the date of this notice up to November 30, 2021 between 10:00 A.M to 5:00 P.M on all working days (except Saturdays, Sundays and public holidays) and shall also be available on the website of the Company i.e. https://www.hclinfosystems.in/investors/.
Once the vote on a resolution is casted by the unsecured creditors, they shall not be allowed to change it subsequently.
NCLT has appointed Mr. Ramkripal Sharma, CS as a Scrutinizer for the said NCLT convened meeting of the unsecured creditors for the purposes of conducting the meetings and e voting process in a fair and transparent manner.
The Scrutinizer’s decision on the validity of e-voting (during the meeting) will be final. The Scrutinizer appointed for Voting Process (i.e. e-voting [(during the meeting)]), will submit his report to the NCLT appointed Chairman of the meeting or a person authorized by him upon completion of scrutiny, in a fair and transparent manner, of voting not later than forty eight hours from the conclusion of the voting. The Chairman or a person authorized by him shall announce the results of e-voting and the results shall be placed on the website of Company and at the Registered Office of the Company. The Resolution, if approved by the requisite majority, shall be deemed to have been passed on 30[th] day of November , 2021, through e-voting during the meeting by VC.
The Results will be posted on the website of the Company at https://www.hclinfosystems. in/investors/ and on the website of NSDL at www.evoting.nsdl.com immediately after the declaration of Results by the Chairman or a person authorized by him. The results shall also be immediately forwarded to the stock exchanges and depositories.
In case of any query / concern / grievance, the unsecured creditors may write to the Company Secretary at [email protected]
The Notice convening the meeting, the date of dispatch of the Notice and the Explanatory Statement, amongst others, will be published through advertisement in Delhi editions of “Business Standard” both English and Hindi edition.
In accordance with the provisions of Sections 230 – 232 of the Companies Act, 2013, the Scheme shall be acted upon only if a majority in number representing 75% in value of the unsecured creditors of the Company as on cut-off date i.e., 31st March, 2021, voting through e-voting during the meeting, agree to the scheme.
The unsecure d creditors are requested to refer the instructions provided under “Instructions for joining the meeting to be held through VC and for e-voting during the meeting through electronic means” provided as a separate leaf along with this notice.

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI BENCH

COMPANY APPLICATION NO. CA(CAA)-90/230/232/ 2020

In the Matter of the Companies Act, 2013 (18 of 2013) And

In the Matter of Sections 230 – 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements, Amalgamations) Rules, 2016 And

In the matter of Scheme of Amalgamation between

Digilife Distribution and Marketing Services Limited Company registered under the Companies Act, 1956 Having its registered office at: 806, Siddharth 96, Nehru Place, New Delhi – 110019 CIN: U72900DL2008PLC175605 (Transferor Company 1/ Applicant And Company 1)

And

HCL Infosystems Limited Company registered under the Companies Act, 1956 Having its registered office at: 806, Siddharth 96, Nehru Place, New Delhi – 110019 (Transferee Company/ Applicant CIN: L72200DL1986PLC023955 Company 3)

And

Their Respective Shareholders and Creditors

Explanatory Statement under Sections 230 – 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions, if any.

1. Pursuant to Order dated September 17, 2021 (date of pronouncement) read with rectification order dated September 24, 2021 and order dated October 7, 2021 passed by the Hon’ble National Company Law Tribunal at New Delhi Bench, in Company Application No. CA(CAA)-90/230/232/ 2020 filed jointly by Digilife Distribution and Marketing Services Limited, HCL Learning Limited and HCL Infosystems Limited, separate meetings of Unsecured Creditors and Equity Shareholders of HCL Infosystems Limited are being conducted through video conferencing (“VC”) on Tuesday, November 30, 2021 at 02:30

P.M. and 3:30 P.M. respectively for the purpose of considering and if thought fit, approving, with or without modification(s), the amalgamation embodied in the proposed Scheme of Amalgamation between Digilife Distribution and Marketing Services Limited, HCL Learning Limited and HCL Infosystems Limited and their respective shareholders and creditors (hereinafter referred to as the “ Scheme ” or “ Scheme of Amalgamation ”).

2. This statement is being furnished as required under Sections 230 – 232 of the Companies Act, 2013 (the “Act”), read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions, if any.

3. The Scheme envisages the amalgamation between Digilife Distribution and Marketing Services Limited, HCL Learning Limited and HCL Infosystems Limited pursuant to Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013.

4. A copy of the Scheme, which has been approved by the Board of Directors of the Transferor Companies and Transferee Company at their Meeting, held on August 05, 2020 and August 06, 2020, respectively, is attached as Annexure - I .

5. Copies of order passed by the Hon’ble National Company Law Tribunal at New Delhi Bench, in Company Application No. CA(CAA)-90/230/232/ 2020 dated September 17, 2021 (date of pronouncement) read with rectification order dated September 24, 2021 and order dated October 7, 2021 is attached as Annexure – II.

6. Particulars of the companies

6.1.Digilife Distribution and Marketing Services Limited (“Transferor Company 1”)

(a) The Transferor Company 1, a wholly owned subsidiary of HCL Infosystems Limited, was incorporated on March 19, 2008 under the provisions of the Companies Act, 1956. The Corporate Identification Number of the Transferor Company 1 is U72900DL2008PLC175605.
(b) The Registered Office of the Transferor Company 1 is situated at 806, Siddharth 96, Nehru Place, New Delhi – 110019 and having permanent account number (‘PAN’) as AACCH0076J. Email id of its authorized representative is [email protected] .
(c) Transferor Company 1 is an unlisted public limited company.
(d) Transferor Company 1 is primarily engaged in the business of value-added distribution of technology, mobility and consumer electronic products.
(e) The main objects of the Transferor Company 1 are set out in Clause III (A) of its Memorandum of Association. A few of the main objects as stated in the Memorandum of Association of Transferor Company 1 are as under :
To carry on in India or anywhere in the world all kinds of businesses of manufacturers, assemblers, designers, buyers, sellers, importers, exporters, repairers, processors, dealers, retailers, traders, distributors, product engineers or otherwise dealing in all types, varieties and kind of products and provide services for specialty solutions including, but not limited to, safety, security and surveillance devices, enterprise lighting products, equipments, products, systems, services, applications and projects.

To carry in India or anywhere in the world the business of providing and supplying end-to-end technology solutions including, but not limited to, various security and surveillance devices, equipments, products, systems and system integration.
To carry on in India or anywhere in the world the business of remote infrastructure management in the field of security and surveillance.
To carry on In India or anywhere in the world the business of consulting, certification, training and other advisory services in the field of security and surveillance.
(f) The Share Capital of Transferor Company 1 as per the audited balance sheet on March 31, 2021 is as under:

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Particulars (Amount in Rs)
Authorised Share Capital
60,000,000 Equity Shares of Rs.10/- each 600,000,000
Total 600,000,000
Issued, Subscribed and Paid-up Share Capital
56,050,000 Equity Shares of Rs.10/- each 560,500,000
Total 560,500,000
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Subsequent to March 31, 2021 and till the date of the Scheme being approved by the Board of Directors of the Transferor Company 1, there has been no change in the issued, subscribed or paid up capital of the Transferor Company 1.

(g) Post sanction of the proposed Scheme, the Transferor Company 1 shall stand dissolved and its shares shall get extinguished.
(h) Details of change of name of Transferor Company -1 during the last five years: There has been no change in the name of Transferor Company -1 during the last five years.
(i) Details of change in registered office of Transferor Company -1 during the last five years: There has been no change in Transferor Company -1’s registered office during the last five years.
(j) Details of change in objects of Transferor Company -1 during the last five years: There has been no change in Transferor Company -1’s objects during the last five years.
(k) Details of present Board of the Director of Transferor Company -1 along with their addresses:

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S. Name of the Designation Address
No. Director
1 Dr. Nikhil Sinha Independent and 2416, Pine ST San Francisco CA,
Non-Executive Director USA 94115
2 Mr. Pawan Kumar Non-Independent and A-17, Dhruva Appartments Plot
Danwar Non-Executive Director No. 43 Sector 13 Rohini
New Delhi 110085
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S. Name of the Designation Address
No. Director
3 Mr. Dilip Kumar Managing Director 241, Deerwood Chase, Nirvana
Srivastava Country, Sector 50, Islampur (97),
Gurgaon, South City-II, Gurgaon,
Haryana – 122018
4 Ms. Rita Gupta Non-Independent and B-101, Sector – 14, Noida, Gautam
Non-Executive Director Buddha Nagar, Uttar Pradesh –
201301.
5 Mr. Sundararajan Non-Independent and P 403, Omaxe Twin Tower, F-21
Mahalingam Non-Executive Director Near Mahagun Maple, Sector 50,
Gautam Buddha Nagar
Noida Uttar Pradesh 201301
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(l) Details of promoters of the Transferor Company-1: Transferor Company-1 is the wholly owned subsidiary of HCL Infosystems Limited (Transferee Company), having its registered office at 806, Siddharth, 96, Nehru Place, New Delhi - 110019.

(m) The amount due to Unsecured Creditors of the Transferor Company-1 as on March 31, 2021 is INR 48,047,734/-.

(n) Disclosure about the effect of the Scheme on the following persons in relation to Transferor Company-1

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S. Category of Stakeholder Effect of the scheme on Stakeholder
no
1. Promoter and Non- • Digilife Distribution and Marketing Services Limited is a
Promoter shareholders wholly owned subsidiary of HCL Infosystems Limited.
• Accordingly, upon the Scheme being sanctioned by the
Hon’ble National Company Law Tribunal, New Delhi,
and on transfer and vesting of undertaking of Digilife
Distribution and Marketing Services Limited in HCL
Infosystems Limited, all the equity shares held by HCL
Infosystems Limited and its nominees in the Digilife
Distribution and Marketing Services Limited shall stand
cancelled and extinguished as on Appointed Date. There
will be no issue and allotment of equity shares of HCL
Infosystems Limited upon the Scheme being effective.
• Therefore, there would not be any dilution of shareholding
of HCL Infosystems Limited and the interest of
shareholders (Promoters as well as Non-Promoters) of
the company remains unaffected.
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S. Category of Stakeholder Effect of the scheme on Stakeholder
no
2. Creditors • The companies do not have any secured creditors.
• Upon the Scheme being sanctioned by the Hon’ble
National Company Law Tribunal, New Delhi, and on
transfer and vesting of undertaking of Digilife Distribution
and Marketing Services Limited in HCL Infosystems
Limited the unsecured creditors of Digilife Distribution
and Marketing Services Limited will become unsecured
creditors of HCL Infosystems Limited.
•
Accordingly, the Scheme will not have any adverse effect
on the unsecured creditors of Digilife Distribution and
Marketing Services Limited.
3 Key Managerial • The proposed Scheme would not impact key managerial
Personnel personnel since the Scheme is between Digilife
Distribution and Marketing Services Limited, HCL
Learning Limited and HCL Infosystems Limited and their
shareholders and creditors, except to the extent of their
shareholdings. As discussed above, there is no effect of
the proposed Scheme on shareholders of these companies
since no shares are proposed to be issued pursuant to the
Scheme.
4 Depositors/ Deposit • No effect. There are no depositors/Deposit Trustee
Trustee
5 Debenture Holders/ •
No effect. There is no Debenture Holders/ Debenture
Debenture Trustee Trustee
6 Employees • No effect on the employees. On approval of the Scheme
of Merger, and with effect from the Appointed Date all
employees of the Transferor Company 1 shall be deemed
to have become the employees of Transferee Company
pursuant to Clause 13 of the Scheme of Amalgamation
7 Directors • On the approval of the Scheme, Transferor Company 1
will merge into Transferee Company and Directors of
Transferor Company 1 will cease to hold their respective
positions.
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(o) In compliance with the provisions of section 232(2)(c) of the Act, the Board of Transferor Company-1, has adopted a report, inter- alia, explaining the effect of the Scheme on their stakeholders. A copy of the report adopted by the Board of Transferor Company-1 is enclosed as Annexure-IV .

(p) The audited financials for the financial year ended 31 March 2021 and the unaudited financials (provisional) for the period ended June 30, 2021 of Transferor Company-1 are enclosed as Annexure-VII and Annexure-VIII respectively.

(q) No investigation proceedings are pending in relation to Transferor Company-1 under Sections 235 to 251 of the Companies Act, 1956 or under Sections 210 to 227 of the Act.
6.2 HCL Learning Limited (“Transferor Company 2”)
(a) The Transferor Company 2, a wholly owned subsidiary of HCL Infosystems Limited, was incorporated on September 28, 2012 under the provisions of the Companies Act, 1956. The Corporate Identification Number of the Transferor Company 2 is U80900DL2012PLC242907.
(b) The Registered Office of the Transferor Company 2 is situated at 806, Siddharth 96, Nehru Place, New Delhi - 110019 and having PAN as AADCH0304E. Email id of its authorized representative is [email protected]
(c) Transferor Company 2 is an unlisted public limited company.
(d) Transferor Company 2 is primarily engaged in selling of digitised educational content & learning solutions.
(e) The main objects of the Transferor Company 2 are set out in Clause III (A) of its Memorandum of Association. A few of the main objects as stated in the Memorandum of Association of Transferor Company 2 are as under:
To carry on in India or anywhere in the world all or any of the business or businesses to own, run, manage, administer or otherwise acquire schools, colleges, education institutions or training centers fur imparting training in the development, assemble, operation, support, implement, administer, configure, install, maintain, diagnose and repair of the computers hardware and training In information technology, software solutions, information and data ban\<5, networking, server technology, data processing, telecommunications and other allied activities.
To develop, handle, upgrade, licence, sub-licence and dcal with content for a wide range of target audiences, businesses, corporates, schools, users in schools, higher education institutions, universities, and professional educational settings and the services which covers the entire length and breadth of education, learning and training needs across schools, colleges, universities, individuals and enterprises,
To carry on in India or anywhere In the world ell or any of the business of providing and supply of end-ta-end turnkey advanced education solutions to schools, institutions and universities across the country in the government and private sector and establish the DigiSchool and DigiCampus for schools and colleges, to affiliate Itself, or associate with other institutions, establish faculties and to select faculty members and decide courses and teaching methods and strategies in order to ensure the more effective education programmes.
(f) The Share Capital of Transferor Company 2 as per the audited balance sheet on March 31, 2021 is as under:

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Particulars (Amount in Rs)
Authorised Share Capital
100,000 Equity Shares of Rs.10/- each 1,000,000
Total 1,000,000
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----- Start of picture text -----

Issued, Subscribed and Paid-up Share Capital
75,274 Equity Shares of Rs.10/- each 752,740
Total 752,740
----- End of picture text -----

Subsequent to March 31, 2021 and till the date of the Scheme being approved by the Board of Directors of the Transferor Company 2, there has been no change in the issued, subscribed or paid up capital of the Transferor Company 2.

(g) Post sanction of the proposed Scheme, the Transferor Company 2 shall stand dissolved and its shares shall get extinguished.
(h) Details of change of name of Transferor Company -2 during the last five years: There has been no change in the name of Transferor Company -2 during the last five years.
(i) Details of change in registered office of Transferor Company -2 during the last five years: There has been no change in Transferor Company -2’s registered office during the last five years.
(j) Details of change in objects of Transferor Company -2 during the last five years: There has been no change in Transferor Company -2’s objects during the last five years.
(k) Details of present Board of the Director of Transferor Company -2 along with their addresses:

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

S. Name of the Designation Address
No. Director
1 Mr. Neelesh Non-Independent House No. B-140 Sector -19 Noida
Agarwal and Non-Executive Gautam Buddha Nagar Noida Uttar
Director Pradesh 201301
2 Ms. Nina Puri Non-Independent 21-D, Friends Colony West Delhi
and Non-Executive 110065
Director
3 Dr. Nikhil Sinha Independent and Non- 2416, Pine ST San Francisco CA,
Executive Director USA 94115
4 Mr. Dilip Kumar Non-Independent 241, Deerwood Chase, Nirvana
Srivastava and Non-Executive Country, Sector 50, Islampur (97),
Director Gurgaon, South City-II, Gurgaon,
Haryana – 122018
5 Mr. Sundararajan Non-Independent P 403, Omaxe Twin Tower, F-21 Near
Mahalingam and Non-Executive Mahagun Maple, Sector 50, Gautam
Director Buddha Nagar, Noida Uttar Pradesh
201301
----- End of picture text -----

(l) Details of promoters of the Transferor Company-2: Transferor Company-2 is the wholly owned subsidiary of HCL Infosystems Limited (Transferee Company), having its registered office at 806, Siddharth, 96, Nehru Place, New Delhi - 110019
(m) The amount due to Unsecured Creditors of the Transferor Company-2 as on March 31, 2021 is INR 488,736,242/-.

(n) Disclosure about the effect of the Scheme on the following persons in relation to Transferor Company-2

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S. Category of Effect of the scheme on Stakeholder
no Stakeholder
1. Promoter and Non- • HCL Learning Limited is a wholly owned subsidiary
Promoter shareholders of HCL Infosystems Limited.
• Accordingly, upon the Scheme being sanctioned by
the Hon’ble National Company Law Tribunal, New
Delhi, and on transfer and vesting of undertaking of
HCL Learning Limited in HCL Infosystems Limited,
all the equity shares held by HCL Infosystems Limited
and its nominees in the HCL Learning Limited shall
stand cancelled and extinguished as on Appointed
Date. There will be no issue and allotment of equity
shares of HCL Infosystems Limited upon the Scheme
being effective.
• Therefore, there would not be any dilution of
shareholding of HCL Infosystems Limited and the
interest of shareholders (Promoters as well as Non-
Promoters) of the company remains unaffected.
2. Creditors • The companies do not have any secured creditors.
• Upon the Scheme being sanctioned by the Hon’ble
National Company Law Tribunal, New Delhi, and on
transfer and vesting of undertaking of HCL Learning
Limited in HCL Infosystems Limited the unsecured
creditors of HCL Learning Limited will become
unsecured creditors of HCL Infosystems Limited.
• Accordingly, the Scheme will not have any adverse
effect on the unsecured creditors of HCL Learning
Limited.
3 Key Managerial • The proposed Scheme would not impact key managerial
Personnel personnel since the Scheme is between Digilife
Distribution and Marketing Services Limited, HCL
Learning Limited and HCL Infosystems Limited and
their shareholders and creditors, except to the extent
of their shareholdings. As discussed above, there is
no effect of the proposed Scheme on shareholders of
these companies since no shares are proposed to be
issued pursuant to the Scheme.
4 Depositors/ Deposit • No effect. There are no depositors/Deposit Trustee
Trustee
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S. Category of Effect of the scheme on Stakeholder
no Stakeholder
5 Debenture Holders/ •
No effect. There is no Debenture Holders/ Debenture
Debenture Trustee Trustee
6 Employees/ • No effect on the employees. On approval of the Scheme
of Merger, and with effect from the Appointed Date
all employees of the Transferor Company 2 shall be
deemed to have become the employees of Transferee
Company pursuant to Clause 13 of the Scheme of
Amalgamation
7 Directors On the approval of the Scheme, Transferor Company 2
will merge into Transferee Company and Directors of
Transferor Company 2 will cease to hold their respective
positions.
----- End of picture text -----

(o) In compliance with the provisions of section 232(2)(c) of the Act, the Board of Transferor Company-2, has adopted a report, inter- alia, explaining the effect of the Scheme on their stakeholders. A copy of the report adopted by the Board of Transferor Company-2 is enclosed as Annexure-V .
(p) The audited financials for the financial year ended 31 March 2021 and the un-audited financials (provisional) for the period ended 30 June, 2021 of Transferor Company-2 are enclosed as Annexure-IX and Annexure-X respectively.
(q) No investigation proceedings are pending in relation to Transferor Company-2 under Sections 235 to 251 of the Companies Act, 1956 or under Sections 210 to 227 of the Act.

6.3 HCL Infosystems Limited (“Transferee Company”)

(a) The Transferee Company was incorporated on April 17, 1986 under the provisions of the Companies Act, 1956. The Corporate Identification Number of the company is L72200DL1986PLC023955.
(b) The Registered Office of the Transferee Company is situated at 806, Siddharth 96, Nehru Place, New Delhi – 110019 and having PAN as AAACH2420C. Email id of its authorized representative is [email protected] .
(c) Transferee Company is a public listed company. The equity shares of Transferee Company are listed on National Stock Exchange of India Limited (hereinafter called ‘NSE’) and BSE Limited (hereinafter called ‘BSE’).
(d) Transferee Company is the holding company of Transferor Company 1 and Transferor Company 2.
(e) Transferee company is primarily engaged in value-added distribution of technology, mobility and consumer electronic products.
(f) The main objects of the Transferee Company are set out in Clause III (A) of its Memorandum of Association. A few of the main objects as stated in the Memorandum of Association of

Transferee Company are as under :

To carry on in India or anywhere in the world, all or any of the following business or businesses as designers, assemblers, buyers, sellers, manufacturers, processors, dealers, retailers, traders, stockiest, distributors, importers, exporters, remodelers, installers, repairers, converters, overhaulers, representatives, developers, agents, hirers, cleaners, storers and lessors and service providers as principals, agents, contractors or otherwise deal in products and services in-
- i. the field of engineering in all or any of the fields of electronics, electrical, telecommunications, mechanical, chemical, solar and renewable energy, consumer lighting products and civil engineering;
- ii. all kinds of plant, machinery, equipment, apparatus, implements, parts, components, spares, batteries, accessories, assemblies, sub-assemblies and other devices and scientific or other instruments, precision tools, moulds and other equipment (including, but not limited to and in particular computers, accessories and peripherals thereof, digital products, electronic aids and appliances, copiers, microfilm readers and processors and other reprographics equipment, hardware and software for electronic and electro-mechanical and other related equipment and other ancillary items) and any other articles, products, by-products, materials, appliances, spares and accessories, apparatus and substitutes thereof;
(g) The Share Capital of Transferee Company as per the audited balance sheet on March 31, 2021 is as under:

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Particulars (Amount in Rs)
Authorised Share Capital
5,52,500,000 Equity Shares of Rs.2/- each 1,105,000,000
500,000 Preference Shares of Rs.100/- each 50,000,000
Total 1,155,000,000
Issued and Subscribed Share Capital
329,210,928 Equity Shares of Rs.2/- each 658,421,856
Total 658,421,856
Paid-up Share Capital
329,209,928 Equity Shares of Rs.2/- each 658,419,856
Total 658,419,856
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Subsequent to March 31, 2021 and till the date of the Scheme being approved by the Board of Directors of the Transferee Company, there has been no change in the issued, subscribed or paid up capital of the Transferee Company.

(h) Details of change of name of Transferee Company during the last five years: There has been no change in the name of Transferee Company during the last five years.
(i) Details of change in registered office of Transferee Company during the last five years: There has been no change in Transferee Company’s registered office during the last five years.

(j) Details of change in objects of Transferee Company during the last five years: There has been no change in Transferee Company’s objects during the last five years.
(k) Details of present Board of the Director of Transferee Company along with their addresses :

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

S. Name of the Director Designation Address
No.
1 Dr. Nikhil Sinha Independent and 2416, Pine ST San Francisco CA,
Non-Executive USA 94115
Director
2 Mr. Kaushik Dutta Independent and 843, A-Block, Lavy Pinto , Asiad
Non-Executive Village, New Delhi, Khel Gaon,
Director South Delhi 110049
3 Mr. Pawan Kumar Non-Independent A-17, Dhruva Appartments Plot No.
Danwar and Non-Executive 43 Sector 13 Rohini
Director New Delhi 110085
4 Mr. Dilip Kumar Non-Independent 241, Deerwood Chase, Nirvana
Srivastava and Non-Executive Country, Sector 50, Islampur (97),
Director Gurgaon, South City-II, Gurgaon,
Haryana – 122018
5 Ms. Sangeeta Talwar Independent and S-373, Greater Kailash - II, New
Non-Executive Delhi 110048
Director
6 Ms. Ritu Arora Independent and H. NO. -272 Tatvam Villa, Sohna
Non-Executive Road, Sector – 28, Gurgaon Haryana
Director 122018
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(l) Details of promoters of the Transferee Company - Names of the Promoters of the Transferee Company along with their addresses:

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

S. No. Name of Promoter Address
1 Mr. Shiv Nadar 44, Friends Colony (East) Sriniwaspuri, South Delhi
Sriniwaspuri 110065
2 Ms. Kiran Nadar 44, Friends Colony (East) Sriniwaspuri, South Delhi
Sriniwaspuri 110065
3 Ms. Roshni Nadar 44, Friends Colony (East) Sriniwaspuri, South Delhi
Malhotra Sriniwaspuri 110065
4 HCL Corporation 44, Friends Colony (East) Sriniwaspuri, South Delhi
Private Limited Sriniwaspuri 110065
5 Vama Sundri 44, Friends Colony (East) Sriniwaspuri, South Delhi
Investments (Delhi) Sriniwaspuri 110065
Private Limited
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(m) The amount due to Unsecured Creditors of the Transferee Company as on 31 March, 2021 is INR 5,835,880,293/-.

(n) Disclosure about the effect of the Scheme on the following persons in relation to Transferee Company:

S. no noo Categoryategoryegoryryy of Stakeholderf StakeholderStakeholdertakeholdereholderholderolderlderderr Effect of theect of thet of theof thef thee schemehemeememee on Stakeholdern StakeholderStakeholdertakeholdereholderholderolderlderderr

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

S. no noo Categoryategoryegoryryy of Stakeholderf StakeholderStakeholdertakeholdereholderholderolderlderderr Effect of theect of thet of theof thef thee schemehemeememee on Stakeholdern StakeholderStakeholdertakeholdereholderholderolderlderderr
1. Promoter and Non- • Digilife Distribution and Marketing Services
Promoter shareholders Limited and HCL Learning Limited are wholly
owned subsidiaries of HCL Infosystems Limited.
• Accordingly, upon the Scheme being sanctioned by
the Hon’ble National Company Law Tribunal, New
Delhi, and on transfer and vesting of undertaking
of Digilife Distribution and Marketing Services
Limited and HCL Learning Limited in HCL
Infosystems Limited, all the equity shares held by
HCL Infosystems Limited and its nominees in these
companies shall stand cancelled and extinguished
as on Appointed Date. There will be no issue and
allotment of equity shares of HCL Infosystems
Limited upon the Scheme being effective.
• Therefore, there would not be any dilution of
shareholding of HCL Infosystems Limited and the
interest of shareholders (Promoters as well as Non-
Promoters) of the company remains unaffected.
2. Creditors • The companies do not have any secured creditors.
• Upon the Scheme being sanctioned by the Hon’ble
National Company Law Tribunal, New Delhi, and
on transfer and vesting of undertaking of Digilife
Distribution and Marketing Services Limited and
HCL Learning Limited in HCL Infosystems Limited
the unsecured creditors of HCL Infosystems
Limited shall remain the unsecured creditors of
HCL Infosystems Limited.
• Accordingly, the Scheme will not have any
adverse effect on the unsecured creditors of HCL
Infosystems Limited.
3 Key Managerial Personnel • The proposed Scheme would not impact key
managerial personnel since the Scheme is
between Digilife Distribution and Marketing
Services Limited, HCL Learning Limited and
HCL Infosystems Limited and their shareholders
and creditors, except to the extent of their
shareholdings. As discussed above, there is no
effect of the proposed Scheme on shareholders of
these companies since no shares are proposed to be
issued pursuant to the Scheme.
4 Depositors/ Deposit • No effect. There are no depositors/Deposit Trustee
Trustee
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----- Start of picture text -----

S. no Category of Stakeholder Effect of the scheme on Stakeholder
5 Debenture Holders/ •
No effect. There is no Debenture Holders/
Debenture Trustee Debenture Trustee
6 Employees/ • Upon the Scheme being sanctioned by the Hon’ble
National Company Law Tribunal, New Delhi, and
on transfer and vesting of undertaking of Digilife
Distribution and Marketing Services Limited
and HCL Learning Limited in HCL Infosystems
Limited the employees of HCL Infosystems
Limited shall remain the employees of HCL
Infosystems Limited. Therefore, there shall be no
effect on the employees.
7 Directors • Upon the Scheme being sanctioned by the Hon’ble
National Company Law Tribunal, New Delhi, and
on transfer and vesting of undertaking of Digilife
Distribution and Marketing Services Limited
and HCL Learning Limited in HCL Infosystems
Limited the Directors of HCL Infosystems Limited
shall remain the Directors of HCL Infosystems
Limited. Therefore, there shall be no effect on the
Directors.
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(o) In compliance with the provisions of section 232(2)(c) of the Act, the Board of Transferee Company, has adopted a report, inter- alia, explaining the effect of the Scheme on their stakeholders. A copy of the report adopted by the Board of Transferee Company is enclosed as Annexure-VI .
(p) The audited financials for the financial year ended 31 March, 2021 and the un-audited financials for the period ended 30 June, 2021 of Transferee Company are enclosed as Annexure-XI and Annexure-XII respectively.
(q) No investigation proceedings are pending in relation to Transferee Company under Sections 235 to 251 of the Companies Act, 1956 or under Sections 210 to 227 of the Act.

7. Relationship between the companies

The entire paid-up share capital of Transferor Company-1 and Transferor Company-2 is held by Transferee Company i.e. Transferor Companies are wholly owned subsidiaries of the Transferee Company.

Requirement of obtaining the valuation report and Fairness Opinion are not applicable to the scheme, since, all the Transferor Companies are wholly owned subsidiaries of the Transferee Company and upon the scheme becoming effective, the entire issued, subscribed and paid up equity share capital of Transferor Companies shall stand cancelled and hence no new equity shares will be issued/ allotted by Transferee Company pursuant to the Scheme of Amalgamation.

8. Rationale of the Scheme

That the rationale for entering into the Scheme of Amalgamation are as follows:

(a) Consolidation of businesses into one corporate entity which would result in operational synergies for the group.
(b) Simplification of the corporate structure and reduction of legal entities; and
(c) Overall reduction in administrative, managerial and other expenditure and optimum utilization of various resources.

All costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) of the Transferor Companies and the Transferee Company arising out of or incurred in carrying out and implementing this Scheme and matters incidental thereto shall be borne by the respective companies.

9. The Scheme is not prejudicial to the interests of the key managerial personnel, directors, promoters, non-promoter members, creditors, employees of the Transferor Companies and the Transferee Company, as no sacrifice or waiver is, at all, called from them nor are their rights sought to be modified in any manner.

10. Salient features of the Scheme of Amalgamation

(a) The Scheme provides for the amalgamation of Digilife Distribution and Marketing Services Limited and HCL Learning Limited into and with HCL Infosystems Limited pursuant to a Scheme of Amalgamation under Sections 230-232 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 involving inter-alia approval of National Company Law Tribunal, New Delhi Bench.
(b) As per Clause 4.4, the Appointed Date means the 1st day of April, 2020 or such other date as may be fixed by the Hon’ble National Company Law Tribunal (“NCLT”) of judicature at Delhi, or such other competent authority, as may be applicable.
(c) “NCLT” or “Tribunal” means the National Company Law Tribunal, New Delhi or any other Bench of the NCLT having jurisdiction in relation to both the Transferor Companies and the Transferee company.
(d) As per Clause 4.7 of the Scheme, Effective Date means the later of the dates on which certified copy of the order of the NCLT sanctioning this Scheme is filed with the Registrar of Companies, NCT of Delhi and Haryana by the Transferee company and the Transferor Companies, as required under the provisions of the Act. Any references in the Scheme to “upon the Scheme becoming effective” or “effectiveness of the Scheme” or “Scheme coming into effect” shall mean the “Effective Date”
(e) As per Clause 7.1 of the Scheme, upon the coming into effect of this Scheme and with effect from the Appointed Date (after giving effect to the clause 7 of this Scheme), the Amalgamated Companies shall, pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 and sanction of this Scheme by the Tribunal and other applicable provisions of the law for the time being in force and without any further act, instrument or deed, stand transferred to and vested in or deemed to have been

transferred to and vested in the Transferee Company on and from the Appointed Date, on a going concern, in such a way that from the Appointed Date, the assets and liabilities of the Transferor Companies along with all the rights, title, interest or obligations of the Transferor Companies therein become that of the Transferee Company.

(f) As per clause 15.1 of the Scheme, Since the Transferor Companies are the wholly owned subsidiaries of the Transferee Company, upon the Scheme becoming effective, all the equity shares held by the Transferee Company and its nominees in the Transferor Companies shall stand cancelled and extinguished as on Appointed Date. Accordingly, there will be no issue and allotment of equity shares of the Transferee Company to the shareholders of the Transferor Companies upon the Scheme being effective.
(g) As per clause 16 of the scheme, with effect from the Appointed Date and upon the Scheme becoming effective, the Transferee Company shall account for the amalgamation of the Transferor Companies in its books of accounts as per accounting treatment prescribed under Indian Accounting Standard 103 – ”Business Combinations” specified under Section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, and any amendments issued thereunder and in accordance with generally accepted accounting principles. M/s BSR & Associates LLP, Chartered Accountants, the Statutory auditors of the Applicant Companies have certified that the accounting treatment proposed in the Scheme of Amalgamation is in conformity with the provisions of the Accounting Standards prescribed under Section 133 of the Companies Act, 2013.
(h) On the Scheme becoming effective, all employees, if any, of the Transferor Company in service on the Effective Date shall be deemed to have become employees of the Transferee Company with effect from the Appointed Date without any break, discontinuance or interruption in their service and on the basis of continuity of service, and the terms and conditions of their employment with the Transferee Company shall not be less favorable than those applicable to them with reference to the Transferor Company on the Effective date.
(i) This Scheme is and shall be conditional upon and subject to:
The Scheme being agreed to by the requisite majority in number and value of such classes of persons including the respective shareholders and secured and unsecured creditors of each of the Transferor Companies and the Transferee Company except to the extent exempted by the Tribunal;
The Scheme being approved by the Tribunal;
Such other sanctions and approvals including sanctions of any statutory or regulatory authority, as may be required in respect of the Scheme, being obtained;
filing of the certified copies of the Order of the Tribunal sanctioning the Scheme under the applicable provisions of the Act with the Registrar of Companies, Delhi and Haryana.
(j) All costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) of the Transferor Companies and the Transferee Company

arising out of or incurred in carrying out and implementing this Scheme and matters incidental thereto shall be borne by the respective companies.

(k) The Scheme also provides for:
i. the manner of vesting and transfer of the properties of the Transferor Companies to the Transferee Company;
ii. the transfer of all contracts, deeds, agreements, schemes, arrangements, insurance policies, and other instruments of whatsoever nature, of the Transferor Companies to the Transferee Company;
iii. the transfer of all legal proceedings by or against the Transferor Companies to the Transferee Company;
iv. the manner in which the business is to be carried on by the Transferor Companies until the Effective date.

The features set out above being only the salient features of the Scheme of Amalgamation, the Equity Shareholders and Unsecured Creditors of the Company are requested to read the entire text of the Scheme of Amalgamation to get themselves fully acquainted with the provisions thereof.

11. The proposed Scheme does not contemplate any corporate debt restructuring exercise.

12. The Pre scheme shareholding of Transferor Company-1 as on 30 September, 2021 would be as detailed below:

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Category of Shareholder No. of Shares held Total Shareholding as a % of
total no. of Shares
Pre Scheme Pre Scheme
Promoters and Promoter 56,050,000 100%
Group
Total 56,050,000 100%
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13. The Pre scheme shareholding of Transferor Company-2 as on 30 September, 2021 would be as detailed below:

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

Category of Shareholder No. of Shares held Total Shareholding as a % of
total no. of Shares
Pre Scheme Pre Scheme
Promoters and Promoter Group 75,274 100%
Total 75,274 100%
----- End of picture text -----

14. The Pre and Post amalgamation shareholding of HCL Infosystems Limited shall be same as the scheme provides for the merger of Digilife Distribution and Marketing Services Limited and HCL Learning Limited, into and with HCL Infosystems Limited and no shares are being issued as part of the consideration. The Pre scheme shareholding of HCL Infosystems Limited based on 30 September, 2021 shareholding would be as detailed below:

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Category of No. of Shares held Total Shareholding as a % of
Shareholder total no. of Shares
Pre Scheme Post Scheme Pre Scheme Post Scheme
Promoter and 20,70,31,161 20,70,31,161 62.89% 62.89%
promoter group
Total Shareholding 20,70,31,161 20,70,31,161 62.89% 62.89%
of Promoter &
Promoter’ Group (A)
Public Shareholding 12,21,78,767 12,21,78,767 37.11% 37.11%
Total Public 12,21,78,767 12,21,78,767 37.11% 37.11%
Shareholding (B)
Total (A)+(B) 32,92,09,928 32,92,09,928 100% 100%
----- End of picture text -----

15. Details of Approval from regulatory authorities:

(a) Since the Transferor Companies are wholly owned subsidiaries of Transferee Company in accordance with Clause 7 of the SEBI Circular CFD/DIL3/CIR/2017/21 dated March 10, 2017, the provisions of Regulation 37 and 94 of Listing Obligations and Disclosure Requirements shall not be applicable on the merger.
(b) In terms of Proviso to Regulations 37(6) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, HCL Infosystems Limited has filed the draft Scheme with the National Stock Exchange of India Limited and BSE Limited on September 08, 2020 for the purpose of intimation. A copy of intimation sent to the relevant stock exchanges with respect to the Scheme is attached herewith as Annexure-III .
(c) The Transferor Companies and the Transferee Company have jointly made an application before the Hon’ble National Company Law Tribunal, New Delhi Bench for the sanction of the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
(d) A copy of the Scheme along with the necessary statement under Section 230 read with Rules 6 and 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, will be forwarded to the Registrar of Companies, in terms of the order dated September 17, 2021 (date of pronouncement) along with rectification order dated September 24, 2021 and order October 7, 2021 of the Hon’ble National Company Law Tribunal, New Delhi Bench.
(e) The Transferor Companies and the Transferee Company are required to seek approval / sanction / no-objection from certain regulatory and governmental authorities for the Scheme such as a concerned Registrar of Companies, Regional Director, Official Liquidator, Income Tax department and will obtain the same at the relevant time.

16. The Directors of the Company may be deemed to be concerned and/ or interested in the Scheme only to the extent of their Shareholding in the Transferee Company or to the extent the said Directors are common Directors in the Transferor Companies/ Transferee Company, or to the extent the said Directors are the partners, directors, members of

the Transferor Companies/ Transferee Company, firms, association of persons, bodies corporate and/or beneficiary of trust, that hold Shares in Transferor Companies/ Transferee Company.

17. The Board Meetings of Transferor Companies were held on 05[th] August 2020 and Transferee Company on 06[th] August 2020. All the directors present in the Board Meetings, voted in the favour of the Scheme. (for details refer point nos. 18, 19 and 20)

18. Details of Directors of Transferor Company 1 who voted in favour/against/did not participate on resolution passed at the meeting of the Board of Directors of Transferor Company 1 on 05[th] August, 2020 are given below:

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S. Name of Director Voted for the Voted Against Did not Vote or
No. Resolution the Resolution Participate
1. Kaushik Dutta √
2. Dilip Kumar Srivastava √
3 Pawan Kumar Danwar √
4 Sundarajan Mahalingam √
5 Rita Gupta √
6 Nikhil Sinha (did not
attended the meeting)
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19. Details of Directors of Transferor Company 2 who voted in favour/against/did not participate on resolution passed at the meeting of the Board of Directors of Transferor Company 2 held on 05[th] August, 2020 are given below:

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S. Name of Director Voted for the Voted Against Did not Vote
No. Resolution the Resolution or Participate
1. Dilip Kumar Srivastava √
2. Sundarajan Mahalingam √
3 Vikas agarwal √
4 Nikhil Sinha (did not attended the
meeting)
5 Neelesh Agarwal (did not attended
the meeting)
6 Nina Puri (did not attended the
meeting)
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20. Details of Directors of Transferee Company who voted in favour/against/did not participate on resolution passed at the meeting of the Board of Directors of Transferee Company on 06[th] August, 2020 are given below:

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S. Name of Director Voted for the Voted Against Did not Vote or
No. Resolution the Resolution Participate
1 Nikhil Sinha √
2. Dilip Kumar Srivastava √
3 Kaushik Dutta √
4 Pawan Kumar Danwar √
5 Ritu Arora √
6 Sangeeta Talwar √
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21. The details of the directors / and Key Managerial Personnel (‘KMP’) of the Transferor Company 1 and their shareholding in the Transferor Company 1, Transferor Company 2 and Transferee Company as on 30 September, 2021 are as follows:

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S. Name of Address Position Shares in Shares in Shares in
No. Director / Transferor Transferor Transferee
KMP Company 1 Company 2 Company
1. Kaushik 843-A, Block Director NIL NIL 4000 shares
Dutta Lavy Pinto, Asiad
Village, New
Delhi, Khel Gaon,
South Delhi -
110049
2. Dilip Kumar Deerwood Managing NIL NIL NIL
Srivastava chase, 241, Director
Nirvana Country,
Southcity II,
Gurgaon
3 Pawan A-17, Dhruva Director NIL NIL NIL
Kumar Apts,PL-43, Sec-
Danwar 13, Rohini, Delhi
4 Sundarajan P-403, Omaxe Director NIL NIL NIL
Mahalingam Twin Towers,
F-21, Sector-
50, Noida, UP-
201301
5 Rita Gupta B-101, Sector-14, Director Holds 1 Holds 1 3698 Shares
Noida, 201301 share as the share as the
nominee nominee
shareholder shareholder
of HCL of HCL
Infosystems Infosystems
Limited Limited
6 Nikhil Sinha 2416 Pine ST San Director NIL NIL NIL
Francisco CA
94115 US
7 Gunjan D-3/10, (G.F), Company NIL NIL NIL
Khanna Sector – 16, Secretary
Rohini – 110089
8 Anuj K-32, 2 [nd] floor, Chief NIL NIL NIL
Minocha Kirti Nagar, Delhi Financial
(resigned - 110015 Officer
w.e.f 11 [th]
December,
2020)
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S. Name of Address Position Shares in Shares in Shares in
No. Director / Transferor Transferor Transferee
KMP Company 1 Company 2 Company
9 Gaurav 136, Gagan Vihar Chief NIL NIL NIL
Bhalla Extension, East Financial
(appointed Delhi – 110051. Officer
w.e.f 9 [th]
June, 2021)
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22. The details of the directors / KMP of the Transferor Company 2 and their shareholding in the Transferor Company 1, Transferor Company 2 and Transferee Company as on 30 September, 2021 are as follows:

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S. Name of Address Position Shares in Shares in Shares in
No. Director Transferor Transferor Transferee
Company 1 Company 2 Company
1. Dilip Kumar Deerwood chase, Director NIL NIL NIL
Srivastava 241, Nirvana
Country, Southcity
II, Gurgaon
2. Sundarajan P-403, Omaxe Director NIL NIL NIL
Mahalingam Twin Towers,
F-21, Sector-50,
Noida, UP-201301
3 Vikas 77, Engineers Director NIL NIL NIL
agarwal Estate, Plot No.
(resigned 21, I. P. Extension
w.e.f 30 [th] Patparganj,
June, 2021) Shakarpur New
Delhi 110092
4 Nikhil Sinha 2416 Pine ST San Director NIL NIL NIL
Francisco CA
94115 US
5 Neelesh B-140, Sector-19, Director NIL NIL NIL
Agarwal Noida, 201301
6 Nina Puri 21-D, Friends Director NIL NIL NIL
Colony (West),
New Delhi, 110065,
Delhi, India
7 Komal Bathla 49/6, Lal Quarters, Company NIL NIL NIL
(Resigned Lohia Nagar, Secretary
w.e.f 9 [th] Ghaziabad, Uttar
February, Pradesh - 201001
2021)
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23. The details of the directors and KMP of the Transferee Company and their shareholding in the Transferee Company and Transferor Companies as on 30 September, 2021 are as follows:

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S. Name of Address Position Equity Equity Equity
No. Director/ Shares Shares Shares
KMP Held in Held in Held in
Transferee Transferor Transferor
Company Company 1 Company 2
1 Nikhil 2416 Pine ST San Director NIL NIL NIL
Sinha Francisco CA
94115 US
2 Sangeeta S-373, Greater Director NIL NIL NIL
Talwar Kailash, Part-
II,New Delhi
-
110048, Delhi
3 Kaushik 843-A, Block Director 4000 Shares NIL NIL
Dutta Lavy Pinto, Asiad
Village, New
Delhi, Khel Gaon,
South Delhi -
110049
4 Pawan A-17, Dhruva Director NIL NIL NIL
Kumar Apts,PL-43, Sec-
Danwar 13, Rohini, Delhi
5 Dilip Deerwood chase, Director NIL NIL NIL
Kumar 241, Nirvana
Srivastava Country, Southcity
II, Gurgaon
6 Ritu Arora H. No. 272, Director NIL NIL NIL
Tatvam Villa,
Sohna Road,
Sec-48, Gurgaon
122001
7 Sushil D-166/44, Sector Company NIL NIL Holds 1
Kumar 50, Noida, Uttar Secretary share as the
Jain (Super Pradesh – 210301 nominee
anuuated shareholder
w.e.f. 31 [st] of HCL
March, Infosystems
2021) Limited
8 Kapil A-21, Sector-19, Chief NIL Holds 1 Holds 1
Kapur Raghunathpur, Financial share as the share as the
(resigned Gautam Buddha Officer nominee nominee
w.e.f 31 [st] Nagar, Noida, shareholder shareholder
May, 2021) Uttar Pradesh - of HCL of HCL
201301 Infosystems Infosystems
Limited Limited
9 Vinod B 3/338, Paschim Manager NIL NIL NIL
Pulyani Vihar, Delhi -
(resigned 110063
w.e.f 30 [th]
April, 2021)
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S. Name of Address Position Equity Equity Equity
No. Director/ Shares Shares Shares
KMP Held in Held in Held in
Transferee Transferor Transferor
Company Company 1 Company 2
10 Komal 49/6, Lal Quarters, Company NIL NIL NIL
Bathla Lohia Nagar, Secretary
(appointed Ghaziabad, Uttar
w.e.f 1 [st] Pradesh - 201001
April,
2021)
11 Raj C-155, Sector 72, Manager NIL NIL NIL
Sachdeva Noida, Gautam
(appointed Buddha Nagar,
w.e.f 1 [st] Noida, Uttar
May, 2021) Pradesh – 210304
12 Alok Sahu 107, G.F., Chief NIL Holds 1 Holds 1
(appointed Ashiana Greens, Financial share as the share as the
w.e.f 1 [st] Ahinsa Khand-2, Officer nominee nominee
June, 2021) Indirapuram, shareholder shareholder
Ghaziabad, uttar of HCL of HCL
Pradesh – 201014 Infosystems Infosystems
Limited Limited
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24. None of the Directors, Promoters, Key Managerial Personnel, their relatives, Creditors and Employees of the Transferee Company respectively have any material interest, financial or otherwise, in the Scheme, save to the extent of shares held by them in the Transferee Company, if any.

25. This statement may also be treated as an Explanatory Statement under Sections 230232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions, if any.

26. In accordance with the provisions of Sections 230 to 232 of the Companies Act, the Scheme shall be acted upon only if a majority in number representing 75% in value of the Unsecured Creditors of the Transferee Company, attending the meeting and voting by e-voting, agree to the Scheme.

27. On the Scheme being approved by the requisite majority of the Shareholders and Unsecured Creditors, the Companies shall file a joint petition with the Hon’ble National Company Law Tribunal, New Delhi Bench for sanction of the Scheme under Sections 230-232 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Act.

28. It is further provided that there are no other contracts or agreements that are material to the proposed scheme.

29. It is confirmed that the copy of the Scheme, as approved by Board, is being filed with the Registrar of Companies, New Delhi and Haryana and other requisite authorities.

30. In compliance with the requirement of Section 230(5) of the Companies Act, 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, notice in the prescribed form and seeking approvals, sanctions or no-objections shall be served to the concerned regulatory and government authorities for the purpose of the proposed Scheme.

31. No other approvals from regulators or governmental authorities are required at this stage nor any have been received or are pending in respect of the proposed Scheme.

32. No winding up petition is pending against the Transferee Company and the Transferor Companies.

33. The following documents are available for inspection by the Equity Shareholder or Unsecured Creditors of the company at the Registered Office from the date of this notice up to and including the date of the Meeting between 9.00 A.M to 5.00 P.M on all working days (except Saturdays, Sundays and public holidays)

(a) Copy of the Company Application No. CA(CAA)-90/230/232/ 2020.
(b) Copies of Order dated September 17, 2021 along with rectification order dated September 24, 2021 and order dated October 7, 2021 of the National Company Law Tribunal, New Delhi Bench passed in Company Application No. CA(CAA)90/230/232/ 2020 directing the convening of the Meetings of the Equity Shareholders and Unsecured Creditors of Digilife Distribution and Marketing Services Limited, Meetings of the Equity Shareholders of HCL Learning Limited and Meetings of the Equity Shareholders and Unsecured Creditors HCL Infosystems Limited.
(c) Copy of the Scheme of Amalgamation between Digilife Distribution and Marketing Services Limited and HCL Learning Limited and HCL Infosystems Limited and their respective shareholders and creditors
(d) Copy of the Memorandum and Articles of Association of the Transferee Company and Transferor Companies.
(e) Copy of the audited accounts of the Transferee Company and Transferor Companies for the financial year ending 31 March, 2021 along with un-audited accounts (provisional) for the period ended 30 June, 2021.
(f) Copy of the extracts of the Board Resolution dated August 05, 2020 and August 06, 2020 of the Transferor Companies and the Transferee Company respectively approving the Scheme;
(g) Copy of certificate issued by M/s BSR & Associates LLP, Chartered Accountants, the Statutory auditors of the Applicant Companies certifying that the accounting treatment proposed in the Scheme of Amalgamation is in conformity with the provisions of the Accounting Standards prescribed under Section 133 of the Companies Act, 2013;
(h) Copy of Board report adopted by the Applicant Companies in accordance with the provisions of section 232(2)(c) of the Act.

(i) Register of Director’s and Key Managerial Personnel’s shareholding in Transferee Company
(j) The soft copies of the Notices of the meetings, explanatory statements and other relevant documents are also uploaded on the following websites –

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Particulars Website
HCL Infosystems Limited https://www.hclinfosystems.in/investors/
BSE Limited https://www.bseindia.com
National Stock Exchange of India Limited https://www.nseindia.com/
NSDL www.evoting.nsdl.com
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Dated this October 18, 2021 Sd/-

Komal Bathla (Authorized Signatory) Place - New Delhi Registered Office : 806, Siddharth 96, Nehru Place, New Delhi – 110019

Annexure-I

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Annexure-II

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Annexure-III

Annexure-IV

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Annexure-VI

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Annexure-VII

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Annexure-VIII

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Annexure-IX

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Annexure-X

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Annexure-XI

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Annexure-XII

HCL INFOSYSTEMS LIMITED

Unaudited Standalone financial results for the quarter ended June 30, 2021

Regd.Off. 806, Siddharth, 96 Nehru Place, New Delhi 110 019. CIN - L72200DL1986PLC023955 Phone number +91 120 2520977, 2526518-19 Fax +91 120 2523791 Website www.hclinfosystems.in Email ID: [email protected]

Standalone Statement of Profit and Loss for the quarter ended June 30, 2021	Standalone Statement of Profit and Loss for the quarter ended June 30, 2021	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)	(Rs. In Lakhs)
	Particulars	Standalone
		Three months ended			Year ended
		30.06.2021	31.03.2021	30.06.2020	31.03.2021
		Unaudited	Audited	Unaudited	Audited
1	Income Revenue from operations Other income	309 776	727 1,431	7,118 370	21,736 2,363
	Total Income	1,085	2,158	7,488	24,099
2 (a) (b) (c) (d) (e) (f) (g)	Expenses Cost of materials consumed Purchase of stock-in-trade Changes in inventories of finished goods and stock-in-trade Employee benefits expense Finance costs Depreciation and amortization expense Other expenses	- 441 (184) 187 531 49 1,389	- (64) 137 398 874 74 1,927	- 6,104 804 1,016 1,500 130 1,071	- 18,148 2,371 2,838 4,950 403 6,777
3	Total expenses Profit / (loss) before exceptional items and tax (1 - 2)	2,413	3,346	10,625	35,487
		(1,328)	(1,188)	(3,137)	(11,388)
4	Exceptional Items (loss) (refer note 2)	6,320	(3,363)	(342)	(9,088)
5	Profit / (loss) before tax (3 - 4)	4,992	(4,551)	(3,479)	(20,476)
6	Tax expense (a) Current tax (b) Deferred tax expense	- -	- -	- -	- -
7	Net profit / (loss) for the period (5 - 6)	4,992	(4,551)	(3,479)	(20,476)
8	Other comprehensive income A (i) Items that will not be reclassified to profit or loss (ii) Income tax relating to items that will not be reclassified to profit or loss B (i) Items that will be reclassified to profit or loss (ii) Income tax relating to items that will be reclassified to profit or loss Total other comprehensive income, net of income tax	- - - -	(25) - - -	- - - -	(25) - - -
		-	(25)	-	(25)
9	Total comprehensive income for the period (7 + 8)	4,992	(4,576)	(3,479)	(20,501)
10 11 12	Paid-up equity share capital (face value per share in Rs. 2/-) Reserve as per balance sheet of previous accounting year Earnings per share (of Rs 2/- each) (not annualised): (a) Basic (b) Diluted	6,584 1.52 1.52	6,584 (1.38) (1.38)	6,584 (1.06) (1.06)	6,584 (31,067) (6.22) (6.22)

Notes

After recommendation by the Audit Committee, these results have been approved and taken on record by the Board of Directors at its meeting held on August 06, 2021.The statutory auditors have issued review report with unmodified opinion on these results.

2. Exceptional items include :

Exceptional items include :
Particulars	Three months ended			Year ended
	30.06.2021	31.03.2021	30.06.2020	31.03.2021
	Unaudited	Audited	Unaudited	Audited
a. Profit on sale of property, plant and equipments (Refer Note 7)	6,203	-	-	-
b. Provision against loan given to subsidiary	117	(2,453)	(342)	(8,178)
c. Provision for loss in subsidiary#	-	(279)	-	(279)
d. Loss on conversion of ICD to OCD (Refer Note 9)	-	(631)	-	(631)
Total loss -(a+b)	6,320	(3,363)	(342)	(9,088)

The Company has made provision of Nil for the quarter ended June 30, 2021 (for the quarter and year ended March 31, 2021: Rs 279 Lakhs), on account of accumulated losses and errosion of net worth of HCL Infotech Limited.

As at June 30, 2021, the Company has accumulated losses and its net worth has been fully eroded, the Company has incurred a net profit of Rs. 4,992 Lakhs during the current period (March 31, 2021: net loss of Rs. 20,476 Lakhs) and the Company’s current liabilities exceeded its current assets by Rs. 40,523 lakhs (March 31, 2021 Rs. 46,133 lakhs) as at June 30, 2021. The losses are primarily as a result of delayed receipts on certain system integration contracts, certain historical low margin contracts, slow-down of distribution businesses and finance costs. The management of the Company, is pursuing strategies which include scale down of loss-making businesses like scaling down of the distribution business (refer note 4), sale of certain non-core properties (refer note 7) and reduction in outstanding debts. To ensure the necessary financial support for its operations, the Board of Directors of HCL Corporation Private Limited has approved support (in the form of corporate guarantees and unsecured loans) to the Company upto Rs. 1,50,000 lakhs. This had been approved by the shareholders of the Company, vide their resolution dated September 14, 2017. Considering the above support, the Company’s management and the Board of Directors have a reasonable expectation that the Company will be able to realise its assets and discharge its contractual obligations and liabilities as they fall due in the near future in the normal course of business. Accordingly, these financial results have been prepared on a going concern basis.

234

In view of the current financial stress faced by the Enterprise and Consumer Distribution businesses resulting in decline in sales and increase in losses, the Board of Directors had appointed a reputed independent consulting firm to review these businesses. Based on the report of the consulting firm and the inputs of the management team, the Board of Directors in their meeting dated January 27, 2020 decided that because of low margin contracts, tough market conditions and the current financial position of the Company, the Distribution businesses of the Company were not financially sustainable. Consequently, the Board recommended that in order to limit future financial losses, the Enterprise and Consumer Distribution Business has been substantially scaled down during the previous financial year ended March 31, 2021.
Management believes that it has taken into account all the possible impacts of known events arising from COVID-19 pandemic in the preparation of these financial results. In evaluating the impact of COVID-19 on the Company’s ability to continue as a going concern, the management has assessed the impact on its business and the carrying value of its major assets comprising of property, plant and equipment, trade receivables and other receivable balances. The impact assessment of COVID-19 is a continuing process given the uncertainties associated with its nature and duration and actual results may differ materially from these estimates. The Company will continue to monitor any material changes to future economic conditions and any significant impact of these changes would be recognized in the financial results as and when these material changes to economic conditions arise.
The Board of Directors of HCL Infosystems Limited, in its meeting held on August 06, 2020, approved the merger of HCL Learning Limited and Digilife Distribution and Marketing Services Limited (DDMS), wholly owned subsidiaries of the Company, with HCL Infosystems Limited. The proposed merger is for the purpose of simplifying the group structure. As part of the ongoing rationalization of the business, the learning business and the distribution business are being scaled down. As a result, separate entities for these businesses, i.e. HCL Learning Limited for learning business and DDMS for distribution business, are no longer required. An application was filed before the Hon’ble National Company Law Tribunal (‘NCLT’) at New Delhi Bench on 21 September 2020 for obtaining the sanction of NCLT on the proposed merger. Since, the aforesaid Scheme is subject to approval from concerned regulatory authorities which is considered to be substantive, the accounting effect of the above Scheme has not been considered in these financial results.
In order to reduce Company’s debt obligations, the Company has decided to monetize Company owned properties in a phased manner. Several of Company’s properties are not being fully utilized due to changes in the business of the Company, therefore during the quarter ended, June 30, 2021, the Company has disposed three properties located in Mohali, Sector-11 Noida and Sederapet, having net carrying amount of Rs.1,407 Lakhs, for a consideration of Rs. 7,610 Lakhs, resulting an overall gain of Rs. 6,203 Lakhs. (quarter and year ended March 31, 2021: Nil). Additionally, the Company has subsequently sold one property located at Hyderabad during the month of July 2021.
The Board of Directors of HCL Infosystems Limited in its meeting held on February 10, 2021 had approved to sell the entire shareholding held by HCL Infosystems Limited in HCL Infotech Limited at “Net Asset Value” as on closing date, after acquiring the undertaking which shall comprise of the business relating to two specific projects through a business transfer agreement, certain other assets and liabilities through assignment deed and HCL Investments Pte., Singapore & it’s step down subsidiary through a share purchase agreement. Unaudited net asset value of HCL Infotech Limited post this carve out as on 30 September 2020 is Rs 14,700 Lakhs. The sale will be made to Novezo Consulting Pvt. Ltd based on the terms and conditions as specified in share purchase agreement dated February 10, 2021. One of the customers of our key defense project which is forming part of the deal has asked us to maintain status quo and further explore alternative options. The Company is in active discussion with the investor and the customer and this transaction is expected to take longer time than expected initially with of change in terms. Since, the closure of transaction is subject to certain conditions precedents, which are considered to be substantive in nature, the accounting effect of the above transaction has not been considered in these financial results.
The Board of Directors of the Company in its meeting held on March 23, 2021, had consented to adjust the unsecured loan advanced to HCL Infotech Limited, a wholly-owned subsidiary, amounting to Rs. 40,000 Lakhs, against the subscription money payable by the Company to HCL Infotech Limited, for subscription of the 40,00,000 (forty lakhs) 0.1% Optionally Convertible Debentures (OCD) of a face value of Rs.1,000 each (Indian Rupees One thousand only) issued, on private placement basis to the Company, pursuant to terms of OCD Subscription Agreement dated March 31, 2021 between the Company and HCL Infotech Limited. As legally advised, the issuance of 0.1% OCDs does not meet the definition of loan as envisaged under section 186 of the Companies Act, 2013 and accordingly the Company is of the view that the above transaction is outside the purview of the aforesaid section.

Further the company had recognised a loss on of Rs. 631 Lakhs, upon conversion of net balance of unsecured loan into OCD during the previous financial year ended March 31, 2021.

Digitally signed KAUSHI by KAUSHIK DUTTA Date: 2021.08.06 K DUTTA 17:25:19 +05'30'

235

The Company and HCL Infotech Limited, has agreed that the OCDs as mentioned in note 9, issued to the Company shall be redeemed only from and to the extent of the proceeds from certain specified book receivables and favorable awards received by the HCL Infotech Limited in accordance with the terms set out in the OCD Subscription Agreement. Accordingly, HCL Infotech Limited, has transferred its rights to receive cash flows from those specified book receivables and favorable awards to the Company and the aforesaid transaction meets the pass-through arrangement criteria, as per the requirements of Ind AS 109 Financial Instruments. Therefore, the outstanding balance of specified books receivables of Rs. 1,892 Lakhs (including amount of Rs. 867 Lakhs of the contract assets) has been derecognized in the financial statements of HCL Infotech Limited and recognized by the Company against the value of OCDs.
The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified and the rules are yet to be framed. The Company will carry out an evaluation of the impact and record the same in the financial results in the period in which the Code becomes effective and the related rules are published.
The figures of the last quarter are the balancing figures between audited figures in respect of the full financial year upto March 31, 2021 and the unaudited published year-to-date figures upto December 31, 2020 being the date of the end of the third quarter of the financial year which were subjected to a limited review.
Financial results for all the periods presented have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable.

By order of the Board for HCL Infosystems Limited Kaushik Dutta Director

Digitally signed KAUSHIK by KAUSHIK DUTTA DUTTA Date: 2021.08.06 17:25:36 +05'30'

Place : Noida Date : August 06, 2021

236

B S R & Associates LLP

Chartered Accountants

Building No.10,12th Floor Tower-B DLF Cyber City, Phase-II Gurugram – 122 002, India

Telephone: +91 124 7191000 Fax: +91 124 235 8613

Board of Directors of HCL Infosystems Limited

We have reviewed the accompanying Statement of unaudited standalone financial results of HCL Infosystems Limited (“the company” ) for the quarter ended 30 June 2021(“the Statement”).
This Statement, which is the responsibility of the Company’s management and approved by the Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 “ Interim Financial Reporting ” (“Ind AS 34”),prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to issue a report on the Statement based on our review.
We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
Attention is drawn to the fact that the figures for the 3 months ended 31 March 2021 as reported in these financial results are the balancing figures between audited figures in respect of the full previous financial year and the published year to date figures up to the third quarter of the previous financial year. The figures up to the end of the third quarter of previous financial year had only been reviewed and not subjected to audit.
Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with applicable accounting standards and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement.

==> picture [125 x 23] intentionally omitted <==

Registered Office : 5[th] Floor, LodhaExcelus Apollo Mills Compound N.M. Joshi Marg, Mahalaxmi Mumbai – 400 011

237

B S R & Associates LLP

We draw attention to note 3 of the Statement, which states that the Company has accumulated losses and has incurred a profit of Rs. 4,992 Lakhs during the current quarter. Further its net worth is fully eroded and that the Company's current liabilities exceed its current assets as at 30 June 2021. These conditions, along with other matters set forth in note 4, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern i.e., whether the Company will be able to realise its assets and discharge all its contractual obligations and liabilities as they fall due in near future in the normal course of the business. However, based upon the measures as set forth in the note 3, including necessary financial support from a significant promoter shareholder, the management and the Board of Directors of the Company have a reasonable expectation that the Company will be able to operate as a going concern in the near future. Accordingly, management has prepared the statement on a going concern basis.

Our opinion is not modified in respect of this matter.

For B S R & Associates LLP Chartered Accountants Firm’s Registration No. 116231W/W-100024

GIRISH ARORA

Digitally signed by GIRISH ARORA Date: 2021.08.06 16:55:33 +05'30'

Place: New Delhi Date: 06 August 2021

Girish Arora Partner Membership No: 098652 UDIN: 21098652AAAABC1791

238

HCL INFOSYSTEMS LIMITED CIN- L72200DL1986PLC023955 Registered Office: 806, Siddharth, 96, Nehru Place, New Delhi-110 019, Corporate Office: A-11, First Floor, Sector – 3, Noida - 201301 Telephone: +91-120-2520977, 2526518, 2526519, Fax No.:+91-120-2523791 Website: www.hclinfosystems.in, Email: [email protected]

Sr. No.:___

User ID: _______

Name of the creditor: Address :

Dear Creditor,

Subject: Instructions for joining the meeting to be held through VC and for e-voting during the meeting through electronic means

In compliance with the provisions of the NCLT order dated September 17, 2021 read with the rectification orders dated September 24, 2021 and order dated October 7, 2021, the Company is pleased to provide creditors, facility to exercise their right to vote on resolutions set forth in the notice for convening the Meeting of Unsecured Creditors of HCL Infosystems Limited scheduled to be held on Tuesday, November 30, 2021 at 02:30 P.M. through video conferencing as per the directions of the National Company Law Tribunal, Court-V, New Delhi Bench.

The Company has engaged the services of National Securities Depository Limited (NSDL) to provide the e-voting facilities.

The e-voting period begins on November 30, 2021 at 02:30 P.M. and ends after 15 minutes from the closure of the meeting. The e-voting module shall be disabled by NSDL for voting thereafter. The Unsecured creditors of the Company as on 31st March 2021, (cut-off date), may cast their vote electronically. The voting right of unsecured creditors shall be in proportion to the principal amount due to them as on 31st March, 2021.

The Creditors may join the meeting as per the instructions mentioned below and cast their votes using an electronic system (‘e-voting’) which is available at https://www.evoting.nsdl.com.

Instructions:

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.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, your Password and a Verification Code as shown on the screen.
The e-voting particulars are set out below:

EVEN (Electronic VotingEvent Number)	USER ID	PASSWORD

For the first time the system will ask to reset your password.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.
Click on “EVEN” of company to cast your vote.
Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed. 13. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote 15. If you face any problems/experience any difculty or If you forgot your password please feel free to contact toll free number 1800 1020 990 /1800 224 430 or contact on email id [email protected]

INSTRUCTIONS FOR CREDITORS FOR ATTENDING THE CREDITORS MEETING THROUGH VC ARE AS UNDER:

Creditors will be provided with a facility to attend the Creditors meeting through VC through the NSDL e-voting system. Creditors may access the same at https://www.evoting.nsdl.com under login by using the e-voting credentials. The link for VC will be available in shareholder/member login where the EVEN of Company will be displayed. Creditors may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu.
Creditors are encouraged to join the Meeting through Laptops for better experience.
Further, Creditors will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

PROCEDURE TO RAISE QUESTIONS / SEEK CLARIFICATIONS DURING THE MEETING

As the meeting is being conducted through VC, Creditors who would like to express their views or ask questions during the meeting may register themselves as speaker by sending a request to the Company at [email protected] and are encouraged to send their queries in advance mentioning their name, address and PAN, to enable smooth conduct of proceedings at the meeting. Registration requests/ Questions / Queries received by the Company on or before Tuesday, November 23, 2021 on the aforementioned e-mail id shall only be considered and responded to during the meeting.

Those Unsecured Creditors who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting. Speakers are requested to submit their questions at the time of registration, to enable the Company to respond appropriately.

The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, to ensure the smooth conduct of the meeting.

AI assistant

HCL Infosystems Ltd Regulatory Filings 2021

60749_rns_2021-10-27_be2d559e-fb3f-485b-8c71-3baa0068bd13.pdf

For HCL Infosystems Limited

NOTICE OF MEETING OF THE UNSECURED CREDITORS OF HCL INFOSYSTEMS LIMITED SCHEDULED TO BE HELD THROUGH VIDEO CONFERENCING AS PER THE DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL, COURT – V, NEW DELHI BENCH

DETAILS OF THE MEETING:

Dated this October 18, 2021

Sd/-

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

NEW DELHI BENCH

COMPANY APPLICATION NO. CA(CAA)-90/230/232/ND OF 2020

And

And

NOTICE OF THE TRIBUNAL CONVENED MEETING OF THE UNSECURED CREDITORS OF HCL INFOSYSTEMS LIMITED

Notes:

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI BENCH

COMPANY APPLICATION NO. CA(CAA)-90/230/232/ 2020

And

Explanatory Statement under Sections 230 – 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions, if any.

6.1.Digilife Distribution and Marketing Services Limited (“Transferor Company 1”)

6.3 HCL Infosystems Limited (“Transferee Company”)

7. Relationship between the companies

8. Rationale of the Scheme

10. Salient features of the Scheme of Amalgamation

15. Details of Approval from regulatory authorities:

Dated this October 18, 2021 Sd/-

Annexure-IV

HCL INFOSYSTEMS LIMITED

Unaudited Standalone financial results for the quarter ended June 30, 2021

2. Exceptional items include :

The Company has made provision of Nil for the quarter ended June 30, 2021 (for the quarter and year ended March 31, 2021: Rs 279 Lakhs), on account of accumulated losses and errosion of net worth of HCL Infotech Limited.

B S R & Associates LLP

Chartered Accountants

B S R & Associates LLP

GIRISH ARORA

Subject: Instructions for joining the meeting to be held through VC and for e-voting during the meeting through electronic means

Instructions:

INSTRUCTIONS FOR CREDITORS FOR ATTENDING THE CREDITORS MEETING THROUGH VC ARE AS UNDER:

PROCEDURE TO RAISE QUESTIONS / SEEK CLARIFICATIONS DURING THE MEETING

AI assistant

HCL Infosystems Ltd — Regulatory Filings 2021

60749_rns_2021-10-27_be2d559e-fb3f-485b-8c71-3baa0068bd13.pdf

For HCL Infosystems Limited

NOTICE OF MEETING OF THE UNSECURED CREDITORS OF HCL INFOSYSTEMS LIMITED SCHEDULED TO BE HELD THROUGH VIDEO CONFERENCING AS PER THE DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL, COURT – V, NEW DELHI BENCH

DETAILS OF THE MEETING:

Dated this October 18, 2021

Sd/-

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

NEW DELHI BENCH

COMPANY APPLICATION NO. CA(CAA)-90/230/232/ND OF 2020

And

And

NOTICE OF THE TRIBUNAL CONVENED MEETING OF THE UNSECURED CREDITORS OF HCL INFOSYSTEMS LIMITED

Notes:

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI BENCH

COMPANY APPLICATION NO. CA(CAA)-90/230/232/ 2020

And

Explanatory Statement under Sections 230 – 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions, if any.

6.1.Digilife Distribution and Marketing Services Limited (“Transferor Company 1”)

6.3 HCL Infosystems Limited (“Transferee Company”)

7. Relationship between the companies

8. Rationale of the Scheme

10. Salient features of the Scheme of Amalgamation

15. Details of Approval from regulatory authorities:

Dated this October 18, 2021 Sd/-

Annexure-IV

HCL INFOSYSTEMS LIMITED

Unaudited Standalone financial results for the quarter ended June 30, 2021

2. Exceptional items include :

The Company has made provision of Nil for the quarter ended June 30, 2021 (for the quarter and year ended March 31, 2021: Rs 279 Lakhs), on account of accumulated losses and errosion of net worth of HCL Infotech Limited.

B S R & Associates LLP

Chartered Accountants

B S R & Associates LLP

GIRISH ARORA

Subject: Instructions for joining the meeting to be held through VC and for e-voting during the meeting through electronic means

Instructions:

INSTRUCTIONS FOR CREDITORS FOR ATTENDING THE CREDITORS MEETING THROUGH VC ARE AS UNDER:

PROCEDURE TO RAISE QUESTIONS / SEEK CLARIFICATIONS DURING THE MEETING

More from HCL Infosystems Ltd

HCL Infosystems Ltd Regulatory Filings 2021