Quess Corp Limited

Date: 16[th ] September, 2019

Q auess DELIVERING GROWTH

To, The General Manager Department of Corporate Services, BSE Limited, 1[st] Floor, New Trading Ring, Rotunda Building, PJ Towers, Dalal Street, Mumbai - 400 001 Security Code - 539978

The Manager Department of Corporate Services, National Stock Exchange of India Limited Exchange Plaza, Sandra- Kundra Complex, Sandra (East), Mumbai - 400 001 NSE Symbol - QUESS

Dear Sir/ Madam,

Sub.: Disclosure of information pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") regarding Date, Time and Venue of Extra-ordinary General Meeting of the Company.

Ref.: Letter dated 31[st ] July, 2019 with respect to Scheme of Amalgamation.

As one of the actions under the consolidation of Subsidiaries initiation, we wish to inform that the Extra-ordinary General Meeting (the "Meeting") of the Shareholders, Meeting of Secured and Unsecured Creditors is scheduled to be held on Thursday, the 10[t][h ] day of October, 2019 at 11:00 a.m., 12:15 p.m. and 01:00 p.m. respectively at Royal Orchid Central, No. 47/1, Dickenson Road, Manipal Centre, Bengaluru (KA) - 560042, for the purpose of considering and approving the Scheme of Amalgamation between Aravon Services Private Limited ("Transferor Company-1 "), CentreQ Business Services Private Limited ("Transferor Company-2"), Coachieve Solutions Private Limited ("Transferor Company-3"), Master Staffing Solutions Private Limited ("Transferor Company-4") with Quess Corp Limited ("Transferee Company") and their respective Shareholders and Creditors.

Further, we wish to intimate that in terms of Section 108 of the Companies Act, 2013 read with rules made there under and Regulation 44 of the Listing Regulations, the Company shall provide E-voting facility to its Shareholders through 'National Securities Depository Limited', as set out in the Notice convening the Meeting of the Company.

The copy of the Notice of the Meeting is attached herewith and the same is being available on the Company's website www.quesscorp.com.

Kindly take the same on records.

Thanking you, Yours faithfully, For Quess Corp Limited ��

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Kundan K Lal Company Secretary & Compliance Officer M. No.: F8393

Ouess House, 3/3/2, Bellandur Gate, Sarjapur Road, Bengaluru-560103, Karnataka, India Tel: +91806105 6001 I [email protected] I CIN No.L74140KA2007PLC043909

www.quesscorp.com

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NOTICE OF MEETING OF THE EQUITY SHAREHOLDERS OF QUESS CORP LIMITED

QUESS CORP LIMITED

Registered Office: 3/3/2, Bellandur Gate, Sarjapur Main Road, Bengaluru- 560103 Tel No.: 080- 6105 6000; Fax No.: 080- 6105 6406

CIN: L74140KA2007PLC043909 Email ID: [email protected]; Website: www.quesscorp.com

NOTICE OF MEETING OF THE EQUITY SHAREHOLDERS OF QUESS CORP LIMITED

MEETING DETAILS:

Day		10thOctober, 2019
Date		Thursday
Time		11:00 A.M.
Venue		Royal Orchid Central, No. 47/1, Dickenson Road, Manipal Centre, Bengaluru(KA)560042

INDEX

	INDEX
Sl. No	Contents	Page No.
1.	Notice convening Extra-ordinary General Meeting of Shareholders of Quess Corp Limited (the “Company”) in Form No. CAA 2 pursuant to the provisions of Section 233 of the Companies Act, 2013 and Rule 25 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and otherprovisions as applicable.	02
2.	Explanatory Statement pursuant to the provisions of Section 233 of the Companies Act, 2013 and Rule 25 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 read with Section 102 of the Companies Act, 2013	08
3.	Declaration of Solvencymade inpursuant to Section 233(1)(c)in Form No. CAA 10	22
4.	Board resolution dated 25thOctober, 2018, adopting the Scheme of Amalgamation between Aravon Services Private Limited, CentreQ Business Services Private Limited, Coachieve Solutions Private Limited, Master StaffngSolutions Private Limited with Quess CorpLimited	26
5.	Scheme of Amalgamation between Aravon Services Private Limited, CentreQ Business Services Private Limited, Coachieve Solutions Private Limited, Master Staffng Solutions Private Limited with Quess CorpLimited	29
6.	Form of Proxyin Form No. MGT 11	62
7.	Attendance Slip	63
8.	Route mapfor the venue of the meeting	64

For Quess Corp Limited

Place: Bengaluru Date: 10[th] September, 2019

Sd/Kundan Kumar Lal VP-Legal & Company Secretary FCS: 8393

EGM NOTICE | 1

FORM NO. CAA 2

(Pursuant to Section 233 (1)(b) read with Rule 25(3) of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

NOTICE CONVENING THE EXTRA-ORDINARY GENERAL MEETING OF THE EQUITY SHAREHOLDERS OF QUESS CORP LIMITED

To,

The Equity Shareholders of Quess Corp Limited,

Notice is hereby given that the Extra-Ordinary General Meeting (the “Meeting”/ “EGM”) of the Shareholders of Quess Corp Limited (the “Company”/ “Transferee Company”) will be held on Thursday the 10[th] day of October, 2019 at 11:00 a.m. at Royal Orchid Central, No. 47/1, Dickenson Road, Manipal Centre, Bengaluru (KA) 560042, at which time and place the Equity shareholders of the Company are requested to attend for the purpose of considering and if thought fit, approving, with or without modification, the Scheme of Amalgamation (the “Scheme”) of Aravon Services Private Limited (“Transferor Company-1”), CentreQ Business Services Private Limited (“Transferor Company-2”), Coachieve Solutions Private Limited (“Transferor Company-3”), Master Staffing Solutions Private Limited (“Transferor Company-4”) with Quess Corp Limited (“Transferee Company”) and their respective shareholders and creditors.

The Board of Directors of the Company at their meeting held on 25[th] October 2018, approved the Scheme under Section 233 of the Companies Act, 2013 subject to approval of the Shareholders, Secured and Unsecured Creditors of the Company, as may be required and subject to the sanction of the Regional Director, South East Region, Hyderabad. The Scheme is required to be approved by the Members in accordance to Section 233 of the Companies Act, 2013. The Company is therefore, seeking your consent for the said Scheme as contained in the Resolution along with the explanatory statement pursuant to the provisions of Section 233 of the Companies Act, 2013 and Rule 25 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 read with Section 102 of the Companies Act, 2013 pertaining to the said Resolution, setting out the material facts concerning the item and the reasons thereof is appended below for your kind consideration.

SPECIAL BUSINESS:

APPROVAL OF THE SCHEME OF AMALGAMATION:

To consider and if thought fit, to pass, the following Resolution with or without modification as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 233 of the Companies Act, 2013 read with Rule 25(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions, if any (including any statutory modification(s) or re-enactments thereof for the time being in force) Regulation 37 (as amended from time to time) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (SEBI LODR Regulations), the provisions of the Memorandum of Association and Articles of Association of the Company and subject to the terms and conditions and modifications(s) as may be imposed, prescribed and/or suggested and subject to the sanction of Regional Director, South-East Region, Hyderabad or such other competent authority, as the case may be, consent of the Members be and is hereby accorded for approving the draft Scheme of Amalgamation of 4 (four) of its wholly-owned subsidiaries, namely Aravon Services Private Limited, CentreQ Business Services Private Limited, Coachieve Solutions Private Limited and Master Staffing Solutions Private Limited with the Company”.

“RESOLVED FURTHER THAT Mr. Ajit Isaac, Chairman & Managing Director, Mr. Subrata Kumar Nag, Executive Director & CEO and Mr. Kundan Kumar Lal, VP - Legal & Company Secretary of the Company, be and are hereby severally authorized to take all the necessary steps to:

(a) do all such acts as may be required to comply with the provisions of the Companies Act, 2013 and all other applicable laws;

2 | Quess Corp Limited

(b) evolve, decide upon or bring into effect the Scheme and make and give effect to any modifications, changes, variations, alterations or revision in the Scheme from time to time or to suspend, withdraw or revive the Scheme from time to time as may be specified by any statutory authority or as the Board of Directors may suo moto decide in its absolute discretion;
(c) do all such acts, deeds, matters and things whatsoever, including settling any questions, doubt or difficulty that may arise with regard to or in relation to the Scheme, as it may in its absolute discretion consider necessary, expedient, fit and proper;
(d) settle any question or difficulty that may arise with regard to the implementation of the Scheme;
(e) sign all forms, applications, petitions, documents, relating to the Scheme or delegate such authority to another person by a valid power of attorney;
(f) do all such acts and things as may be considered necessary and expedient including in relation to combination/ consolidation of the authorized share capital or any other matter incidental to or connected to or covered as a part of the said Scheme;
(g) appear and represent the Company or authorize any other person to appear and represent the Company before the jurisdictional National Company Law Tribunal as applicable and other regulatory authorities including the Central Government, Regional Director, Ministry of Corporate Affairs, Registrar of Companies, Official Liquidator, Income tax department, Reserve Bank of India and before all courts of law or tribunals for the purpose of the Scheme.”

By Order of the Board For Quess Corp Limited

Place: Bengaluru Date: 10[th] September, 2019

Sd/Kundan K Lal VP-Legal & Company Secretary FCS: 8393

Notes:

The copy of the said Scheme of Amalgamation of the Transferor Companies and the Transferee Company (as mentioned above) and the Explanatory Statement under Section 102 read with Section 233 of the Companies Act, 2013 and Rule 25 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 can be obtained free of charge at the registered office of the Company on all working days (except holidays) between 10:00 a.m. and 04:00 p.m. up to 10[th] October, 2019. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, and Register of Contracts or Arrangements in which directors are interested under Section 189 of the Companies Act 2013, will also be made available for inspection by members of the Company at the meeting.
An Explanatory Statement for the proposed Resolution pursuant to Section 102 read with Section 108 of the Companies Act, 2013 along with applicable rules there under and provisions of Section 233 of the Companies Act, 2013 setting out material facts forms part of this Notice.
Coachieve Solutions Private Limited, being ‘Transferor Company-3’, has transferred its HR Solutions Division on a Slump Sale basis to step-down subsidiary of the Company i.e. “AllSec Technologies Limited” on a lump sum consideration of Rs. 16,80,00,000, without values being assigned to individual assets and liabilities as contemplated under the Income Tax Act, 1961, on such terms and conditions as may be contained in Business Transfer Agreement. The transaction has been approved at the Board meeting of the Company held on 10[th] September, 2019.

EGM NOTICE | 3

The Persons entitled to attend and vote at the meeting, may vote in person or by proxy, provided that proxies in the prescribed form are deposited at the registered office of the Company at 3/3/2, Bellandur Gate, Sarjapur Main Road, Bangalore (KA) - 560103 not less than 48 (forty-eight) hours before the commencement of the meeting. Corporate Members intending to send their authorised representatives to attend the meeting are requested to lodge a certified true copy of the resolution of the Board of directors or other governing body of the Body corporate not later than 48 hours prior to the commencement of the meeting, authorising such person to attend and vote on its behalf at the meeting.
Take further notice that one equity share constitutes one vote as such the shareholder can opt for voting at the venue of the meeting of the shareholders of the Company.
A copy of the Scheme of Amalgamation, the explanatory statement under Section 233 and Section 102 of the Companies Act, 2013, the Form of Proxy and Attendance slip are enclosed.
All alterations made in the form of proxy should be initialled.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding 50 (fifty) and holding in aggregate not more than ten percent of paid up share capital of the Company.
During the beginning of 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than 3 (three) days of notice in writing is given to the Company.
Members/proxies are requested to kindly take note of the following:
i. Copies of the Notice will not be distributed at the venue of the meeting;
ii. Attendance Slip, as sent herewith, is required to be produced at the venue duly filled-in and signed, for attending the meeting;
iii. In all correspondence with the Company, Folio No./ DP ID-Client ID must be quoted.
Only bonafide members of the Company, whose names appear in the Register of members/ Proxy holders and who are in possession of valid attendance slips duly filled in and signed, will be permitted to attend the EGM. The Company reserves the right to take all steps as may be deemed necessary to restrict non-members from attending the EGM.
In case of joint holders attending the EGM, only such a joint holder who is higher in the order of names will be entitled to vote.
Members are requested to address all correspondence to the Registrar and Share Transfer Agents (RTA) , Link Intime India Private Limited, 247 Park , C 101 1[st] Floor, LBS Marg, Vikhroli (W), Mumbai – 400083, Maharashtra, India. Contact details: Tel: +91 22 49186000, Fax: +91 22 49186060; Email Id: [email protected].
Members who have not updated their email IDs, are requested to update the same with their respective Depository Participant(s) or Link Intime India Private Limited, RTA of the Company.
Members holding shares in physical mode are also requested to update their email addresses by writing to the RTA of the Company quoting their folio number(s).
In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as substituted by the Companies (Management and Administration) Amendment Rules, 2015 (‘Amended Rules 2015’), and Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members are provided with the facility of voting through electronic means (remote e-voting) on the resolution set forth in this notice, through e-voting services provided by National Securities Depository Limited (the “NSDL”).

4 | Quess Corp Limited

The Shareholders, who wish to exercise their votes using remote e-voting, are requested to carefully go through the instructions for E-voting provided in this Notice.
The Notice of the meeting is being sent to all the Shareholders, whose names appear in the records of the Company as on 06[th] September, 2019.
The Companies Act, 2013 and the Listing Regulations with the Stock Exchanges permits Companies to send soft copies of all communications to all those shareholders who have registered their e-mail addresses with the Company. To support this green initiative, the Shareholders are requested to register/update their e-mail addresses with the Company. Accordingly, notice for EGM along with annexures are being sent in electronic mode to Shareholders who have registered their e-mail addresses with the Company. For those Shareholders who have not opted for the above, the same are being sent in physical form.
Members are requested to visit the website of the Company viz., www.quesscorp.com for viewing the quarterly and annual financial results and for more information on the Company.
The voting rights of members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date, which is 03[rd] October, 2019. Shareholders holding shares either in physical form or dematerialized form may cast their vote electronically.
The facility for physical voting through Ballot Paper shall be made available at the Meeting and the members attending the Meeting who have not cast their vote by remote e-voting shall be able to vote at the Meeting through ‘Ballot Paper’.
The members who have cast their vote by remote e-voting may also attend the Meeting but shall not be entitled to cast their vote again.

Voting through Electronic Means (E-Voting Facility)

Pursuant to the provisions of Section 108 of the Act read with the rules thereunder and Regulation 44 of SEBI LODR Regulations, the Company is offering E-voting facility to its members in respect of the business to be transacted at the Extra-ordinary General Meeting scheduled to be held on Thursday, the 10[th] day of October, 2019 at Royal Orchid Central, No. 47/1, Dickenson Road, Manipal Centre, Bengaluru (KA) – 560042 at 11:00 a.m.

The Company has engaged the services of ‘National Securities Depository Limited’ as the Authorized Agency to provide E-voting facilities. The e-voting facility will be available during the following voting period:

Commencement of E-voting: 07[th] October, 2019 at 09:00 a.m. (IST)
End of E-voting: 09[th] October, 2019 at 05:00 p.m. (IST)

The cut-off date (i.e. the record date) for the purpose of e-voting is 03[rd] October, 2019.

Please read the procedure and instructions for e-voting given below before exercising the vote.

This communication forms an integral part of the Notice for the Extra-ordinary General Meeting scheduled to be held on Thursday, the 10[th] day of October, 2019 at 11:00 a.m., which is enclosed herewith and is also made available on the website of the Company i.e. www.quesscorp.com. Attention is invited to the statement on the accompanying Notice that the Company is pleased to provide e-voting facility through https://www.evoting.nsdl. com for all shareholders of the Company to enable them to cast their votes electronically on the resolution mentioned in the Notice of the Extra-ordinary General Meeting of the Company.

The procedure and instructions fo e-voting:

The way to vote electronically on NSDL E-voting system consists of “Two Steps” which are mentioned below: Step 1: Log-in to NSDL E-voting system at https://www.evoting.nsdl.com

Step 2: Cast your vote electronically on NSDL E-voting system.

EGM NOTICE | 5

Details on Step 1 are mentioned below:

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 ‘Shareholders’ section.
A new screen will open. You will have to enter User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com with your existing IDEAS login. Once you log-in to the NSDL eservices after using your log-in credentials, click on ‘E-Voting’ and you can proceed to Step-2 i.e. cast your vote electronically.

Your User ID details are given below :

Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID: For example, if your DP ID is IN300 and Client ID is 12, then your User ID is IN30012**
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID: For example, if your Benefciary ID is 12, then your User ID is 12
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company: For example, if folio number is 001 and EVEN is 111047 then user ID is 111047001

Your password details are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
- i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
- ii) If your email ID is not registered, your ‘initial password’ is communicated to you on your postal address.
If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a) Click on “Forgot User Details/ Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www. evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@ nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.

6 | Quess Corp Limited

d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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.

Details on Step 2 are given below:

After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.
Select “EVEN” of the Company to caste 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, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
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.

General Guidelines for Shareholders:

Mr. Rajesh Agrawal (FCS: 5158/ CP NO.: 11323), Practicing Company Secretary has been appointed as Scrutinizer for conducting the e-voting process and voting at the meeting in accordance with law. The Scrutinizer’s decision on the validity of e-voting shall be final. The e-mail ID of the Scrutinizer is csrajeshag@ gmail.com
The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the EGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
Institutional shareholders/ Corporate Members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] in with a copy marked to [email protected].
The result of voting will be announced by the Chairman of the EGM at or after the Extraordinary General Meeting and the resolution will be deemed to have been passed on the date of the Extraordinary General Meeting subject to receipt of the requisite number of votes in favour of the resolution.
The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.quesscorp.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited and NSE, Mumbai.
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at [email protected]

EGM NOTICE | 7

Once the vote on the resolution is cast by a shareholder, the shareholder shall not be allowed to change it subsequently. Further, the shareholders who have cast their vote electronically shall not be allowed to vote again at the Extraordinary General Meeting.
Members who have acquired shares after the dispatch of the Notice and before the Cut-off date may obtain the user ID by approaching NSDL for issuance of the user ID and password for exercising their right to vote by electronic means.

EXPLANATORY STATEMENT UNDER SECTION 233 READ WITH SECTION 102 OF THE COMPANIES ACT, 2013 AND RULE 25 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

Separate meetings of the Shareholders, Secured and Unsecured Creditors of Quess Corp Limited is scheduled to be held on Thursday, the 10[th] day of October, 2019 at Royal Orchid Central, No. 47/1, Dickenson Road, Manipal Centre, Bengaluru (KA) – 560042 at 11:00 a.m., 12:15 p.m. and 01:00 p.m. respectively for the purpose of considering and, if thought fit, approving with or without modification(s) the Scheme of Amalgamation amongst Aravon Services Private Limited, CentreQ Business Services Private Limited, Coachieve Solutions Private Limited, Master Staffing Solutions Private Limited and Quess Corp Limited.
In this statement, Aravon Services Private Limited is hereinafter referred to as ‘Transferor Company-1’, CentreQ Business Services Private Limited is hereinafter referred to as ‘Transferor Company-2’, Coachieve Solutions Private Limited is hereinafter referred to as ‘Transferor Company-3’, Master Staffing Solutions Private Limited hereinafter referred to as ‘Transferor Company-4’ and Quess Corp Limited is hereinafter referred to as ‘Transferee Company’. Where the context so requires, the Transferor Companies and the Transferee Company are together referred to as the “Companies”.

3. BACKGROUND AND DETAILS OF THE COMPANIES:

A. ARAVON SERVICES PRIVATE LIMITED

(i) The Transferor Company-1 is a Private Limited Company incorporated under the Companies Act, 1956, with the Registrar of Companies, Maharashtra on 19[th] July, 2007, the shifted to State of Karnataka, currently bearing CIN: U93000KA2007FTC112828 and PAN: AAGCA4383F
(ii) The Registered office of the Transferor Company-1 is at 3/3/2, Bellandur Gate, Sarjapur Main Road, Bangalore (KA) 560103 and e-mail address is [email protected]
(iii) As per the Memorandum of Association of the Transferor Company-1, the main objects of Transferor Company-1 are:
a.) To provide catering and catering management services to airlines, restaurants, food outlets, hotels, taverns, refreshment rooms, lodging houses, offices, parties, businesses, government facilities, colleges and universities, healthcare institutions, sports and entertainment facilities, schools, parks and resorts, correctional institutions, conference centers, convention centers, senior living facilities etc. including providing all services, conveniences, amenities and facilities adjunct and expedient thereto and rendering technical, managerial or consultancy services in connection with any of the above businesses on its own or through a conductor.
b.) To provide housekeeping, maintenance, upkeep and facility management service and property management services to airlines, restaurants, food outlets, hotels, offices, residences, guesthouses, businesses, government facilities, colleges and universities, healthcare institutions, sports and entertainment facilities, schools, parks and resorts, correctional institutions, conference centers, convention centers, senior living facilities etc. including providing all services, conveniences, amenities and facilities adjunct and expedient thereto and rendering technical, managerial or consultancy services in connection with any of the above businesses on its own or through a conductor.

8 | Quess Corp Limited

c.) To manage or operate on its own or through a conductor or in any other manner guest houses or provide housekeeping, maintenance, upkeep and facility management services with respect to guest houses including providing all services.
(iv) The Transferor Company-1 has not changed its objects during the last five years. However, the Company was incorporated with the name as ‘Aramark Patman Services Private Limited’, which changed to ‘Aramark India Private Limited’ on 24[th] February, 2011 and further to ‘Aravon Services Private Limited’ on 26[th] May, 2015. The Company has also shifted its registered office to State of Karnataka from State of Maharashtra on 14[th] March, 2018.

B. CENTREQ BUSINESS SERVICES PRIVATE LIMITED

(i) The Transferor Company-2 is a Private Limited Company incorporated under the Companies Act, 2013, with the Registrar of Companies, Karnataka at Bangalore on 09[th] November, 2016 bearing CIN: U72200KA2016PTC097679 and PAN: AAGCC7084H
(ii) The Registered office of the Transferor Company-2 is at 3/3/2, Bellandur Gate, Sarjapur Main Road, Bangalore (KA) 560103 and e-mail address is [email protected]
(iii) As per the Memorandum of Association of the Transferor Company-2, the main objects of Transferor Company-2 are:
a.) To carry on the business of providing outsourcing services for all processes, sub Processes, transactions, activities and all other work performed by business in various industries within India and across the world. This includes those process or sub processes that are enabled by information technology. It also includes date, voice or video collection and processing, call centre services including in bound and out bound calling services of all kinds, technical support, managed data centre, managed technical centre, training centre, web support back office, business or financial analysis, scientific analysis, research work and analysis, storage, disaster recovery, accounting, inventory management, customer relationship management, enterprises resources planning and to develop software, provide consultancy, software solution and services that are normally offered by the outsourcing business and information technology services providers, the software development houses and application services providers. It also includes complete Information Technology enabled products and services including setting up of back office operations, call centers, data processing centers, BPO (Business Process Outsourcing) centers, KPO (Knowledge Process Outsourcing) centers, medical transcriptions, e-mail centers, bill paying centers, legal & secretarial service centers, accounting centers including taxation, pay rolls accounting, policy and claim processing and other transaction and back office operations.

(iv) The Transferor Company-2 has not changed it Objects, Name or Registered office since incorporation.

C. COACHIEVE SOLUTIONS PRIVATE LIMITED

(i) The Transferor Company-3 is a Private Limited Company incorporated under the Companies Act, 1956, with the Registrar of Companies, Delhi and Haryana on 08[th] August, 2007 and thereafter shifted to Karnataka at Bangalore currently bearing CIN: U72300KA2007PTC105727 and PAN: AADCC1301Q.
(ii) The Registered office of the Transferor Company-3 is at 3/3/2, Bellandur Gate, Sarjapur Main Road, Bangalore (KA) 560103 and e-mail address is [email protected].
(iii) As per the Memorandum of Association of the Transferor Company-3, the main objects Transferor Company-3 are:
a) To undertake the business of management consulting, administration and processing of payroll, pension annuity, administrating employees’ salaries in all types of the organizations in India and abroad including handling of salaries, statutory tax deductions, regular compliance of related employment laws, administration of retirement benefits, disbursements of salaries, preparation of

EGM NOTICE | 9

tax returns, maintenance of payroll records, database of employees and to provide solutions for attaining strategic goals and business objectives, compensation system, analyzing the job work and responsibilities, motivation of employees to attract and sustain the best talent.

b) To carry on the business in India of abroad the compliance management consulting services for corporate and individuals in finance, legal, outsourced accounting services, outsourced statutory compliance services under various statutes of Central and State Government, other regulatory authorities and to provide services in managing corporate governance and corporate compliances, corporate social responsibility, strengthening corporate democracies, fast decision making and cutting regulatory delays in order to ensure continuous compliance of all applicable Laws, Rules and Regulations on a sustained basis.
c) To carry on the business of placement, staffing services: executive search, temporary and permanent staffing, contract staffing, and to carry on the business of consultancy and training services in the areas of, HR consultancy, manpower and personnel services, body shopping, management, training for Facility management, compliance management, educational, requirement search placement, training consultancy and to setup institute for this purpose.
d) To carry on the business of Education Certificate Verification, Professional License/ Certificate Verification, Pre-Employment Verification, Criminal Record Verification, Personal or Professional Reference Check, Address Verification. Court Record Retrieval, Immigration Screening, Military Record Check, Database Search, Civil and Criminal Litigation Search. Pre / Post Employment Monitoring / Lifestyle Check and all types of verification and checks.
e) To carry on Business Investigations, Detection, Enforcement of Intellectual Property Rights, to file necessary complaints against any such person or body for any such violation of the above with the appropriate enforcement agencies to assist to file any petitions, case or action before any court of law in India against any person or body for any acts related to providing services to brand owners of software products of Information Technology Industry and other industries, and to protect their rights and interest by controlling misuse, piracy and unauthorized duplication of their products.
f) To carry on the business of all types of facility management services such as housekeeping, man power supply, civil carpentry, repair, electrical, plumbing, painting, landscaping and gardening, water supply, event management services, cafeteria and catering services, security and guard services, staffing services, mail management and distribution services, document management and retrieval services, computer hardware and software installation and maintenance services, employee and goods transportation services, vehicles and fleet management services, guesthouse and residence maintenance and upkeep services. Stationery procurement. distribution and maintenance services, daily coffee/tea distribution services, cash and valuables guarding and transportation services, employees welfare, communication (fixed mobile and landline) facilities, installation and maintenance services, air conditioning and clean room services, carpet clearing and floor management.
g) To buy, sell, lease, import, export, conduct, research, import, train, develop, setup, maintain, repair, operate, hire, alter, assemble, design, distribute, provide services including consultancy or otherwise deal in, carry on business of import, export and marketing of all kinds of computers, computer accessories, computer systems, software, software applications, software systems for system design, network design, technical consulting, custom software development, enterprisewise system integration, data entry and processing, web page development, CDROM authoring, computer software, computer hardware, peripherals including network, data processing equipments, services for data processing/management/market research, office equipments and stationery including computer stationery, supply items, advertising equipments, data recording devices, terminals, data communication equipments, micro-computer, micro-films, discs, microprocessor chip/optical fibers/components accessories, printers peripheral, magnetic media, stores, spare parts, lcey boards, CRT terminals, painted circuit boards, discs driver used in computers and

10 | Quess Corp Limited

other office components and devices, consultancy personal, journals, books, magazines, popular packages related to electronics, office equipments, computer management, electronic applications such as automatic learning machines, power back up devices based on solar or other natural energy sources, language translation equipment. text editing, data communication, electronic voice response, for collection and distribution of information, training organizations for information systems engineering for future equipments used in the manufacture of above equipments, services like semi-conductor design manufacturing and testing equipment. electronic satellite communication and all kinds of instruments, appliances, and gadgets used in connection with production of aforesaid items, and to engage in engineering drawing for local and international clients and to deliver hose products to international clients, to organize any course of study or training of standard and custom onsite developers course, management overview course, training in computer short and long courses.

(iv) The Transferor Company-3 has not changed its objects and name during the last five years. However, the Company has shifted its registered office from the National Capital Territory of Delhi to the State of Karnataka on 07[th] September, 2015.

D. MASTER STAFFING SOLUTIONS PRIVATE LIMITED

(i) The Transferor Company-4 is a Private Limited Company incorporated under the Companies Act, 1956, with the Registrar of Companies, Karnataka at Bangalore on 13[th] November, 2009 bearing CIN: U93000KA2009PTC051492 and PAN: AAGCM2582E.
(ii) The Registered office of the Transferor Company-4 is at B1 Tower, 3[rd] Floor, Golden Enclave, Old Airport Road, Bangalore (KA) 560017 and e-mail address is [email protected].
(iii) As per the Memorandum of Association of the Transferor Company-4, the main objects of Transferor Company-4 are:
a) To provide all or any type, description, classification, kinds, forms and varieties of training services and recruitment services including for but not limited to facilities management services, housekeeping services, equipment repair services, laundry and linen management services, food service management services, transport and logistics management services, facility engineering and maintenance services, waste management services, consulting services, advisory services, education services, financial services, administrative services, knowledge based services, quality assurance programmes and services, communication services, software services, Information technology enabled services, marketing services, advertising services, services relating to sales, distribution services, support services, import services, maintenance services, health services, systems services, planning services, project planning and execution services, security management and systems services, water management services, engineering services and rain water harvesting systems.
b) To provide training services and recruitment services and consultancy support in integrated facilities management services by developing, designing, creating, compiling, promoting, printing, educating, disseminating, imparting, producing, collecting data, research, acquiring know how, sourcing expertise and to engage in various types of activities related to better disbursal and dissemination of knowledge in integrated facilities management services and to carry out, conduct, promote, aid, sponsor, co-ordinate, support, facilitate, institutionalize, advance, initiate and enable integrated facilities management services, and to establish training centre, institutions schools, colleges, universities, training centre, technical centres for specialized training to any persons whomsoever in the field of integrated facilities management services.
c) To develop, promote, design, promulgate, establish, advertise, publish, acquire, procure, obtain, produce, hold, own, register or otherwise deal with all kinds of intellectual property and to franchise, assign or otherwise grant any interest whatsoever in such intellectual property to Indian and foreign

EGM NOTICE | 11

universities, educational institutions, medical institutions, health care institutions, corporations, firms, trusts, societies, associations, agencies, individuals, organizations, departments, divisions, commissions, boards, authorities or other entities whatsoever, and to otherwise act as an agent or represent Indian or foreign universities, educational institutions, etc.

(v) The Transferor Company-4 has not changed its objects, name and registered office during the last five years.

E. QUESS CORP LIMITED

(i) The Transferee Company is a Public Listed Company incorporated under the Companies Act, 1956, with the Registrar of Companies, Karnataka at Bangalore on 19[th] September, 2007 bearing CIN: L74140KA2007PLC043909 and PAN: AABCI7601M and is listed on BSE Limited and National Stock Exchange of India Limited.
(ii) The Registered office of the Transferee Company is at 3/3/2, Bellandur Gate, Sarjapur Main Road, Bangalore (KA) 560103 and e-mail address is [email protected].
(iii) As per the Memorandum of Association of the Transferee Company, the main objects of Transferee Company are:
a) To carry on the business of human resource consultants, human resource recruitment and executive search service providers, contingency and temporary staff providers, human resource process outsources, pay roll management service providers, compliance management consulting services, finance, legal, & outsourced accounting services, outsourced statutory compliance services, services in managing corporate governance and corporate compliances, corporate social responsibility, strengthening corporate democracies, and the business of Education Certificate Verification, Professional License Certificate Verification, Pre-Employment Verification, Criminal Record Verification, Personal or Professional Reference Check, Address Verification. Court Record Retrieval, Immigration Screening, Military Record Check, Database Search, Civil and Criminal Litigation Search. Pre / Post Employment Monitoring/ Lifestyle Check and all types of verification and checks, host for web based job boards, establish and run training and development centres/institutes, conduct performance assessments and tests for staff of customers including companies, central and state government departments, local authorities, education and research institutions and other organizations and to run training centers, technical centers, online education / e-learning portals.
b) To carry on or undertake to recruit, arrange for training personnel in hardware and software platforms and to second the personnel for all kinds of business houses, offices, companies, firms and to do data preparation, processing, conversions centre for technical and business data, to develop processes and enter into contracts to provide services for e-commerce, online customer care, e-mail support, business process support, IT helpdesk, IT enabled services, Internet Application development, data warehousing, customer service consulting, technical support, data entry and processing, medical transcription and electronic publishing, insurance data processing and to undertake to any of the following activities relating to Computer Software, namely system study and software feasibility analysis including analysis of existing stems, business analysis, project definition, conceptual design and prototyping and designing, developing and implementing customized software including collection and analyzation of client requirements, design of desired system, development and implementation of the system to the client’s satisfaction and design, setup and administration of data base including understanding client data and procedures, designing of labels using structured methodology like entity relationship diagrams, installation, performance tuning and database administration, Computer Hardware namely assembly of computer hardware components, sale and distribution of computer Hardware, maintenance of computer hardware systems including servicing and any other activity relating to computer hardware and development

12 | Quess Corp Limited

of internet and internet solutions including selection and implementation of the right solutions, development of static, dynamic content and CGI from concept to installation and development of specialized quality assurance methodology including development of the optimum testing procedures for all levels of testing including module and regression testing, automation of test procedures based on client requirements and setup and management of help desks deriving innovative help desk solutions for all support related work.

c) To carry on the business of all types of facility management services such as housekeeping, man power supply, civil, carpentry, repair, electrical, plumbing, painting, landscaping and gardening, water supply, event management services, food preparation, food supply services, kitchen maintenance services, cafeteria and catering services, laundry and linen management services, pest control services, staffing services, mail management and distribution services, waste management services, document management and retrieval services, computer hardware and software installation and maintenance services, employee and goods transportation services, vehicle and fleet management services, guest house and residence maintenance and upkeep services, stationery procurement, distribution and maintenance services, daily coffee/tea distribution services, manned guarding services, cash and valuables guarding and transportation services, cash management services, employee welfare, communication (fixed mobile and landline) facilities, installation and maintenance services, air conditioning and clean room services, carpet cleaning and floor management and for this purpose running professional training organization in the areas of electrical, plumbing, carpentry, painting, gardening, maintenance works, event management and facility management services, facilitate collection of tolls, fees, cess, rents, from users of various facilities.
d) To carry on the business of Industrial Asset Management, electrical engineers, electro mechanical engineers, and to provide Integrated Property Management Services to all kinds of Residential and commercial establishments including Landscaping, Fire, Safety & Security Auditing, E. H. S Audit, Vehicle fleet management, Engineering services, Air- conditioning System cleaning, Air & water purification solution, Captive Power Generation plant, DG sets, Fire detection & firefighting systems, Telephones and Intercoms, Data and voice communication, Structured cabling, Water management, Drainage system maintenance, Civil Services, Elevator maintenance, oil & gas plant maintenance services, West management, Secretarial Services, Canteen & Pantry Services and other operational maintenance, and to establish, maintain, run and operate workshops and engineering units for manufacturing and/ or repairing and refurbishing industrial machineries, equipments, engineering goods and materials, tools and appliances and to design and manufacture and supply the advanced systems, high precision components, spares, components, tools and patterns required for production of high precision cast components & integrated systems, and other related parts for industry, and to establish run industrial laboratories including condition monitoring laboratories to facilitate diagnostic and preventive maintenance, to buy, sell, import, export and deal with all kinds of Railway Passenger information Systems, their accessories spares and components and to sell space and time for advertising in display devices or systems.
e) To undertake activities for Education, training, skill development, to establish, maintain, run and operate workshops and engineering units, to train personnel in industries, companies, offices and business and to set up and run colleges, educational institutions, consultancy courses in management, business process outsourcing, domestic and or cross border/global business practices, corporate governance, leadership skills, special skills based team development programme, career development and orientation programmers and to act as franchisers or franchisees and to act as management consultants, technical, Commercial, Industrial, Advisors, Market Investigators, Sales Promoters, Industrial Engineers, business houses, export houses for finance, technical, production, administration, planning, administrative, m a r k e t i n g , labour, software, hardware and such other area required for the purpose of carrying on business.

EGM NOTICE | 13

f) To carry on in India and abroad the business to provide all kinds and types of security as services, including but not limited to, security services, monitoring services, surveillance services, protection services, guarding services, manned guarding services, sentinel services, training services, and other similar services, for all movable and immovable properties, assets, goods, chattels, buildings, roads, housing, residential, commercial and industrial complexes, telecom, complexes, telecom towers, base stations, defense establishments, windmills, solar farms and other establishments, airport, naval base, army camps and stations malls, stadiums, theatres, and all other premises; whether with or without manpower or with use of electronic devices and using all kinds of technologies, whether existing or that may be invented in future, including audio, video, data, net, IP, satellite, microwave, robotics, Central Monitoring Stations, Video Monitoring Stations, and other similar monitoring stations or facilities, security protection and management systems, Cameras, Access cards, Remote monitoring, Control Panel, Access control and Biometric systems, Intrusion Detection systems, Security gadgets, Parking control, Badging systems, Communication and Data systems and other similar systems, equipments and gadgets; or through security personnel at various levels, including guards, supervisors, officers, managers, and providing manpower response through patrol team, beat marshals, battalion or like, whether on hire, outright basis, or otherwise; and to manufacture, make, produce, assemble, customize, process, buy, purchase, sale, transfer, barter, exchange, import, export, hire, licence, use, dispose off, operate, distribute, acquire, market, install, uninstall, connect, disconnect, arm, disarm, maintain, repair, service, condition, recondition and otherwise to deal in any manner, in all kinds and types of security systems, intelligent systems, control panels and systems, whether automated, manual, electronic, microprocessor based, intelligent, robotised, electrical, physical, or otherwise; and all kinds and types of their apparatuses, equipments, control panels, accessories, spares and parts, C.C.T.V.s., speakers, lights, sensors, smart cards or any other type of cards containing digitized, data recording and like, whether for use in industrial, commercial, government, semi-government, institutional, domestic and household, wholesale, retail, residential, agricultural, defense, media, communication, telecommunication, hydrocarbon, or for any other sectors or otherwise, for the purposes of or relating to providing of safety, security, surveillance, control, monitor, watch, supervise, diligence, e-governance, alarming, signal, communication, create barriers or other similar purposes; and to provide all the above services using the various combinations of equipments, gadgets, tools, systems and manpower.
g) To carry on the business of all logistics services and logistics service solutions, freight forwarding, cargo handling, shipping, transport and allied logistics services either by road, rail, air in India and abroad and to setup, develop, acquire, deal-in, manage warehousing, logistics, industrial infrastructures including industrial warehouse(s), industrial park(s), logistic park(s) and such other warehousing, logistic facilities and for that purpose, to enter into transactions to buy, acquire, own, purchase, lease, source, develop, construct, build, alter, convert, improve, design, erect, establish, equip, cut to size, dismantle, pull down, turn to account, furnish, level, decorate, fabricate, install, finish, repair, maintain, search, survey, examine, inspect, locate, modify, operate, protect, promote, provide, participate, file bids, and participate in auctions, reconstruct, grout, dig, excavate, pour, renovate, remodel, rebuild, undertake, contribute, assist, handover or deal in any other form and types of lands, buildings, properties.
(v) The Transferee Company was incorporated with the name as ‘IRIS Human Capital Solutions Private Limited’, which changed to ‘IKYA Human Capital Solutions Private Limited’ on 15[th] October, 2007. Further on 02[nd] July, 2013, the Company converted its status into Public Limited Company i.e. ‘IKYA Human Capital Solutions Limited’ and thereafter to ‘Quess Corp Limited’ on 02[nd] January, 2015.

The Company has also altered its object clause of Memorandum of Association on 06[th] May, 2015 and 01[st] March, 2017 respectively. In last five years, the Company has not shifted its registered office.

14 | Quess Corp Limited

1. Capital Structure

a. TRANSFEREE COMPANY

The authorized, issued, subscribed and paid-up share capital of the Transferee Company as on March 31, 2019 is as under:

2019 is as under:
Particulars	Amount(Rs.)
Authorized Share capital
20,00,00,000 EquityShares of Rs. 10 each	2,00,00,00,000
Issued,Subscribed and Paid-upShare Capital of the Company
14,60,84,833 fully paid-upEquityShares of Rs. 10 each	1,46,08,48,330

Subsequent to the aforesaid Balance Sheet date, there is no change in the Authorised share capital of the Company, however the Issued, Subscribed and Paid-up Capital has been increased from Rs. 1,46,08,48,330 to Rs. 1,46,10,39,280 by allotment of 19,095 Equity Shares of Rs. 10/- each to Two employees aggregating to Rs. 1,90,950 under Quess Stock Option Plan – 2009 (ESOP Scheme, 2009) of the Company.

b. TRANSFEROR COMPANY-1

The authorized, issued, subscribed and paid-up share capital of the Transferor Company-1 as on March 31, 2019 is as under:

2019 is as under:
Particulars	Amount(Rs.)
Authorized Share capital
4,50,00,000 EquityShares of Rs. 10 each	45,00,00,000
Issued,Subscribed and Paid-upShare Capital of the Company
3,94,11,557 fully paid-upEquityShares of Rs. 10 each	39,41,15,570

Subsequent to the aforesaid Balance Sheet date, there is no change in the Authorised, issued, subscribed and paid up share capital of the Company.

c. TRANSFEROR COMPANY-2

The authorized, issued, subscribed and paid-up share capital of the Transferor Company-2 as on March 31, 2019 is as under:

2019 is as under:
Particulars	Amount (Rs.)
Authorized Share capital
10,000 Equity Shares of Rs. 10 each	1,00,000
Issued, Subscribed and Paid-up Share Capital of the Company
10,000 fully paid-up Equity Shares of Rs. 10 each	1,00,000

Subsequent to the aforesaid Balance Sheet date, there is no change in the Authorised, issued, subscribed and paid up share capital of the Company.

d. TRANSFEROR COMPANY-3

The authorized, issued, subscribed and paid-up share capital of the Transferor Company-3 as on March 31, 2019 is as under:

2019 is as under:
Particulars	Amount (Rs.)
Authorized Share capital
33,00,000 Equity Shares of Rs. 10 each	3,30,00,000
Issued, Subscribed and Paid-up Share Capital of the Company
31,10,000 fully paid-up Equity Shares of Rs. 10 each	3,11,00,000

Subsequent to the aforesaid Balance Sheet date, there is no change in the Authorised, issued, subscribed and paid up share capital of the Company.

EGM NOTICE | 15

e. TRANSFEROR COMPANY-4

The authorized, issued, subscribed and paid-up share capital of the Transferor Company-4 as on March 31, 2019 is as under:

2019 is as under:
Particulars	Amount (Rs.)
Authorized Share capital
11,00,000 Equity Shares of Rs. 10 each	1,10,00,000
Issued, Subscribed and Paid-up Share Capital of the Company
10,10,000 fully paid-up Equity Shares of Rs. 10 each	1,01,00,000

Subsequent to the aforesaid Balance Sheet date, there is no change in the Authorised, issued, subscribed and paid up share capital of the Company.

2. Relationship between parties

The Transferor Companies are Wholly-owned subsidiaries of the Transferee Company.

The Board of Directors of the ‘Transferor Companies’ has adopted the Scheme of Amalgamation at their respective meetings held on 20[th] October, 2018 and ‘Transferee Company’ on 25[th] October, 2018. This approval is subject to approval by the requisite majority of the equity shareholders and creditors of the Company and subject to the sanction of the Regional Director, South Eastern Region, Hyderabad, Ministry of Corporate Affairs and such other authorities as may be necessary. The voting details for the resolution passed are as under:

TRANSFEREE COMPANY

TRANSFEREE COMPANY
Names of Directors who voted in favour of the resolution	1. Mr. Ajit Isaac 2. Mr. Subrata Kumar Nag 3. Mr. Chandran Ratnaswami 4. Mr. Pravir Kumar Vohra 5. Mr. Pratip Chaudhuri 6. Ms. RevathyAshok
Names of Directors who voted against the resolution	Nil
Names of Directors who did not vote/participate	1. Mr. Madhavan Karunakaran Menon 2. Mr. SanjayAnandaram

TRANSFEROR COMPANY-1

TRANSFEROR COMPANY-1
Names of Directors who voted in favour of the resolution	1. Mr. Ranjit Nair 2. Mr. Subrata Kumar Nag 3. Mr. Ramachandran Balan 4. Mr. Shreekant Bhoot
Names of Directors who voted against the resolution	Nil
Names of Directors who did not vote/participate	Nil

TRANSFEROR COMPANY-2

Names of Directors who voted against the resolution Names of Directors who did not vote/participate TRANSFEROR COMPANY-2	4. Mr. Shreekant Bhoot Nil Nil
Names of Directors who voted in favour of the resolution	1. Mr. Ranjit Nair 2. Mr. Subrata Kumar Nag
Names of Directors who voted against the resolution	Nil
Names of Directors who did not vote/participate	Nil

16 | Quess Corp Limited

TRANSFEROR COMPANY-3

TRANSFEROR COMPANY-3
Names of Directors who voted in favour of the resolution	1. Mr. Ranjit Nair 2. Mr. Subrata Kumar Nag
Names of Directors who voted against the resolution	Nil
Names of Directors who did not vote/participate	Nil

TRANSFEROR COMPANY-4

Names of Directors who voted against the resolution Names of Directors who did not vote/participate TRANSFEROR COMPANY-4	2. Mr. Subrata Kumar Nag Nil Nil
Names of Directors who voted in favour of the resolution	1. Mr. C Anand Sundar Raj 2. Mr. Srinivasan Guruprasad
Names of Directors who voted against the resolution	Nil
Names of Directors who did not vote/participate	Nil

5. REPORT UNDER SECTION 233 OF THE COMPANIES ACT, 2013

A. The Transferor Companies are wholly owned subsidiaries of the Transferee Company.
B. Under the proposed Scheme, the entire assets and liabilities of the entire undertaking of the Transferor Companies is proposed to be transferred to and vested in the Transferee Company. The said scheme will be effective from 01[st] April, 2019, the Appointed Date.
C. The objectives of the above Scheme are as follows:
i. simplification of group structure resulting in better clarity for external stakeholders, especially shareholders;
ii. consolidation of like businesses of the group to enhance value to the shareholders;
iii. avoidance of duplication of efforts and reduction in administrative and running costs, optimization of tax costs and efficient use of resources; and
iv. greater integration and flexibility for the Transferee Company and the amalgamation would bring in synergies pursuant to consolidation of operations of Transferor and Transferee Companies.
D. Share Exchange Ratio:

The entire issued, subscribed and paid-up equity share capital of the Transferor Companies is held by the Transferee Company. Hence, upon the Scheme becoming effective and upon amalgamation of the Transferor Companies into the Transferee Company in terms of this Scheme, no shares of the Transferee Company shall be allotted in lieu or exchange of the equity shares held by the Transferee Company in the Transferor Companies and the equity shares held by the Transferee Company in the Transferor Companies shall stand cancelled.

E. Valuation report:

Considering that the Transferor Companies are the Wholly Owned Subsidiaries of the Transferee Company, there does not arise any requirement for allotment of shares upon amalgamation. Hence, there is no need for valuation report.

F. Details of the order of the Tribunal directing the calling, convening and conduct of the meeting -

Date of the order: Not applicable, since the proposed merger is in terms of Section 233 of the Companies Act, 2013.

Date, time and venue of the meeting: Refer the notice calling Extra-ordinary General Meeting.

G. The Directors and KMP of the Transferee Company have no vested interest in the above merger between
the Transferor Companies and the Transferee Company.
H. As per the audited balance sheet of the Transferee Company made up to March 31, 2019, the assets and liabilities of the Transferee Company are as follows:

EGM NOTICE | 17

a. Statement of Assets & Liabilities based on ‘Standalone’ Balance Sheet -

Liabilities	Amount in Rs. Lakhs	Assets	Amount in Rs. Lakhs
Share Capital	14,608.48	Fixed Assets	5,081.56
Reserves and Surplus	2,44,888.04	Non-Current Assets	2,07,383.10
Non-Current Liabilities	22,098.13	Current Assets	1,59,989.59
Current Liabilities	90,859.60
Total	3,72,454.25	Total	3,72,454.25

b. Statement of Assets & Liabilities based on ‘Consolidated’ Balance Sheet -

Liabilities	Amount in Rs. Lakhs	Assets	Amount in Rs. Lakhs
Share Capital	14,608.48	Fixed Assets	23,544.26
Reserves and Surplus	2,58,260.02	Non-Current Assets	2,37,128.03
Non-Current Liabilities	53,032.95	Current Assets	2,40,495.04
Current Liabilities	1,75,265.88
Total	5,01,167.33	Total	5,01,167.33

I. As per the audited balance sheet of the Transferor Company-1 made up to March 31, 2019, the assets and liabilities of the Transferor Company-1 are as follows:

Liabilities	Amount in Rs. Lakhs	Assets	Amount in Rs. Lakhs
Share Capital	3,941.15	Fixed Assets	36.66
Reserves and Surplus	(1,456.73)	Non-Current Assets	1,177.09
Non-Current Liabilities	637.61	Current Assets	2,797.77
Current Liabilities	889.49
Total	4,011.52	Total	4,011.52

J. As per the audited balance sheet of the Transferor Company-2 made up to March 31, 2019, the assets and liabilities of the Transferor Company-2 are as follows:

Liabilities	Amount in Rs. Lakhs	Assets	Amount in Rs. Lakhs
Share Capital	1.00	Fixed Assets	0.00
Reserves and Surplus	1.00	Non-Current Assets	3.49
Non-Current Liabilities	0.00	Current Assets	12.54
Current Liabilities	14.03
Total	16.03	Total	16.03

K. As per the audited balance sheet of the Transferor Company-3 made up to March 31, 2019, the assets and liabilities of the Transferor Company-3 are as follows:

Liabilities	Amount in Rs. Lakhs	Assets	Amount in Rs. Lakhs
Share Capital	311.00	Fixed Assets	21.07
Reserves and Surplus	(646.96)	Non-Current Assets	391.02
Non-Current Liabilities	80.77	Current Assets	946.69
Current Liabilities	1,613.97
Total	1,358.78	Total	1,358.78

L. As per the audited balance sheet of the Transferor Company-4 made up to March 31, 2019, the assets and liabilities of the Transferor Company-4 are as follows:

Liabilities	Amount in Rs. Lakhs	Assets	Amount in Rs. Lakhs
Share Capital	101.00	Fixed Assets	6.62
Reserves and Surplus	1,888.73	Non-Current Assets	887.87
Non-Current Liabilities	188.98	Current Assets	4,243.87
Current Liabilities	2,959.65
Total	5,138.36	Total	5138.36

18 | Quess Corp Limited

M. There is no investigation or proceedings pending against the Transferee Company under Sections 206 to 229 of the Companies Act, 2013.
N. Names of the directors and promoters of the Transferee Company along with their addresses.

LIST OF DIRECTORS:

S. No.	Name	Designation	DIN	Address
1.	Mr. Ajit Isaac	Managing Director	00087168	#242, 3rdMain, 4thCross, 1stBlock, Koramangala, Near Wipro Park, Bangalore 560034
2.	Mr. Subrata Kumar Nag	Wholetime Director	02234000	A2, 303, Ganga Block, NGV, Koramangala, Bangalore 560047
3.	Mr. Madhavan Menon Karunakaran	Director	00008542	Flat No.702, Supreme Pearl,17th Road Khar West, Mumbai 400052
4.	Ms. Revathy Ashok	Director	00057539	No.139/6-2,Domlur layout, Sharadamma Layout, Bangalore 560071
5.	Mr. Pravir Kumar Vohra	Director	00082545	E602, Oberoi Splendor, Opp Majas Depot Jogeshwari Vikhroli Link Road, Jogeshwari East Mumbai 400060
6.	Mr. Chandran Ratnaswami	Director	00109215	177 Mckee Avenue, Ontario, M2N4C6 Toronto M2N4C6
7.	Mr. Sanjay Anandaram	Director	00579785	709, Pine Block, Raheja Residency 3rdBlock, 8thC Main, Koramangala Bangalore 560034
8.	Mr. Pratip Chaudhuri	Director	00915201	H-1591, Chittaranjan Park New Delhi 110019

LIST OF PROMOTERS:

S. No.	Name	Address
1.	Mr. Ajit Isaac	#242, 3rdMain, 4thCross, 1stBlock, Koramangala, Near Wipro Park, Bangalore 560034
2.	Thomas Cook(India)Limited	Thomas Cook Building, D N Road Fort, Mumbai 400001
3.	Isaac Enterprises Private Limited	New No.29, Old No.33 X block, 5thStreet, Annanagar Chennai 600040

O. Names of the promoters and directors of the Transferor Company-1 along with their addresses.

LIST OF DIRECTORS:

S. No.	Name	Designation	DIN	Address
1.	Mr. Ramachandran Balan	Director	01280273	No.-9, Kuvempu Layout, Gubbi Cross Kothanur, Post, Bangalore 560077
2.	Mr. Subramanian Ramakrishnan	Director	03522114	Flat No-B-1602, Nagarjuna Premier, 15thCross, 100 Feet Road Near Sindhoor Convention Hall, J P Nagar 6thPhase, Bengaluru 560078

EGM NOTICE | 19

LIST OF PROMOTER:

S. No.	Name	Address
1.	Quess Corp Limited	3/3/2, Bellandur Gate, Sarjapur Main Road, Bangalore 560103

P. Names of the promoters and directors of the Transferor Company-2 along with their addresses.

LIST OF DIRECTORS:

S. No.	Name	Designation	DIN	Address
1.	Mr. Subramanian Ramakrishnan	Director	03522114	Flat No-B-1602, Nagarjuna Premier, 15thCross, 100 Feet Road Near Sindhoor Convention Hall, J P Nagar 6thPhase Bengaluru 560078
2.	Mr. Rajesh Kharidehal	Director	08472077	8074, Sobha Daffodil, 24thMain Road, Near Somasundarapalya Sector-2, HSR Layout, Bangalore South Bangalore 560102
LIST OF PROMOTER:
S. No.	Name		Address
1.	Quess Corp Limited		3/3/2, Bellandur Gate, Sarjapur Main Road, Bangalore 560103

Q. Names of the promoters and directors of the Transferor Company-3 along with their addresses.

LIST OF DIRECTORS:

S. No.	Name	Name	Designation	DIN	Address
1.	Mr. Subramanian Ramakrishnan		Director	03522114	Flat No-B-1602, Nagarjuna Premier, 15thCross, 100 Feet Road Near Sindhoor Convention Hall, J P Nagar 6thPhase Bengaluru 560078
2.	Mr. Srinivasan Guruprasad		Director	07596207	No. 1045/28, Ward No. 160, Shanti Marga, Panchasheela Block, Rajarajeshwari Nagar Bangalore 560098
LIST OF PROMOTER:
S. No.		Name		Address
1.		Quess Corp Limited		3/3/2, Bellandur Gate, Sarjapur Main Road, Bangalore 560103

R. Names of the promoters and directors of the Transferor Company-4 along with their addresses.

LIST OF DIRECTORS:

S. No.	Name	Designation	DIN	Address
1.	Mr. Srinivasan Guruprasad	Director	07596207	No. 1045/28, Ward No. 160, Shanti Marga, Panchasheela Block, Rajarajeshwari Nagar Bangalore 560098
2.	Mr. Chidambaram Anand Sundar Raj	Director	07971482	408, J R Mak Woods Apartments Behind Gold Hill Square, Mangammanapalya Bangalore 560068

20 | Quess Corp Limited

LIST OF PROMOTER:

S. No.	Name	Address
1.	Quess Corp Limited	3/3/2, Bellandur Gate, Sarjapur Main Road, Bangalore 560103

a. As on 31[st] August, 2019 the amount due to the unsecured creditors of the Transferee Company is Rs. 59,58,77,669.
b. Disclosure about the effect of the compromise or amalgamation on:

a.	Key Managerial Personnel:	No impact
b.	Directors:	No impact
c.	Promoters:	Transferee Company is the Promoter of all Transferor Companies.
d.	Non-promoter members:	Transferee Company is the Promoter of all Transferor Companies, there is no Non-Promoter Member.
e.	Depositors:	No impact
f.	Creditors:	Refer Clause 11 of the Scheme
g.	Debenture holders:	No impact
h.	Deposit trustee and debenture trustee:	No impact
i.	Employees of the Company:	Refer Clause 8 of the Scheme

  - c. The Company has filed Form CAA-9 as per Rule 25(1) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 with Registrar of Companies and Official Liquidator. The Company has further filed Form CAA-10 (Declaration of Solvency) with the Registrar of Companies.

There is no effect of compromise or arrangement on material interests of Directors and Key Managerial Personnel (KMP). The Company does not have any Debenture Trustees.
Inspection of the following documents may be taken at the Registered Office of the Transferee Company on any working day (except Saturday and Sunday) prior to the date of the Meeting between 10.00 A.M. to 4.00 PM.
a. Scheme of Amalgamation.
b. Memorandum and Articles of Association of the Transferor and the Transferee Companies and latest audited financial statements of the company including consolidated financial statements.
c. Annual Report of the Transferor and the Transferee Companies for the year ended 31[st] March, 2019.
d. The Certificate issued by the Auditor of the Company to the effect that the accounting treatment, if any, proposed in the Scheme of Compromise or Arrangement is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013.
e. Contracts or agreements material to the compromise or arrangement.
After the Scheme of Amalgamation is approved by you, it will be further subject to the approval by The Regional Director, South Eastern Region, Hyderabad, Ministry of Corporate Affairs.
None of the Directors and Key Managerial Personnel of respective Companies and their relatives is concerned or interested, financially or otherwise, in the proposed resolution except as their shareholding in the respective companies.
The Board of Directors recommends the resolution set out in this notice for the approval of the shareholders.

By Order of the Board For Quess Corp Limited

Place: Bengaluru Date: 10[th] September, 2019

Sd/Kundan K Lal RVP-Legal & Company Secretary FCS: 8393

EGM NOTICE | 21

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EGM NOTICE | 61

Form No. MGT-11

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

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Name of the Company QUESS CORP LIMITED
CIN L74140KA2007PLC043909
Registered office 3/3/2, Bellandur Gate, Sarjapur Main Road, Bangalore, KA 560103
Name of the member(s)
Registered address
E-mail Id
Folio No.
No. of shares held
----- End of picture text -----

I/We, being the member (s) of …………………..…. shares of the above named company, hereby appoint

1)	Name:_______	Address: ______
	Email id:___________	Signature:______ or failing him
2)	Name:_______	Address: ______
	Email id:___________	Signature:______ or failing him
3)	Name:_______	Address: ______
	Email id:___________	Signature:______ or failing him

as my/our proxy to attend and vote on a poll for me/us and on my/our behalf at the Shareholders Meeting of the Company, to be held on Thursday, the 10[th] day of October, 2019 at 11:00 a.m. at Royal Orchid Central, No. 47/1, Dickenson Road, Manipal Centre, Bengaluru (KA) – 560042 and at any adjournment thereof in respect of such resolutions as are indicated below:

Dickenson Road, resolutions as are	Manipal Centre, Bengaluru (KA) – 560042 and at any adjournment thereof in respect of such indicated below:
Resolution No.
1.	To approve the proposed Scheme of Amalgamation between Aravon Services Private Limited, CentreQ Business Services Private Limited, Coachieve Solutions Private Limited, Master Staffng Solutions Private Limited with Quess CorpLimited

Signed this………….… day of……………………….……… 2019

………………………………. ………………………….

Signature of equity shareholder Signature of Proxy holder(s)

This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix Revenue Stamp of `1

62 | Quess Corp Limited

QUESS CORP LIMITED

Registered office: 3/3/2, Bellandur Gate, Sarjapur Main Road, Bengaluru- 560 103 Tel +91 80 6105 6000 | Fax +91 80 6105 6406 | CIN L74140KA2007PLC043909 www.quesscorp.com; email id: [email protected]

ATTENDANCE SLIP

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I/We, being the member(s) of the above named company, hereby record my presence at the meeting of the Shareholders of the Company to be held on Thursday, the 10[th] day of October, 2019 at 11:00 a.m. at Royal Orchid Central, No. 47/1, Dickenson Road, Manipal Centre, Bengaluru (KA) – 560042

………………………………. …………………………. Name of the member / proxy Signature of the member / proxy (In BLOCK letters)

EGM NOTICE | 63

Route Map to the venue of the meeting

Address: Royal Orchid Central, No. 47/1, Dickenson Road, Manipal Centre, Bengaluru (KA) 560042

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64 | Quess Corp Limited

QUESS CORP LIMITED Registered Office: 3/3/2, Bellandur Gate, Sarjapur Main Road, Bengaluru- 560103 Tel No.: 080- 6105 6000; Fax No.: 080- 6105 6406 CIN: L74140KA2007PLC043909 Email ID: [email protected]; Website: www.quesscorp.com

AI assistant

Quess Corp Limited — Proxy Solicitation & Information Statement 2019

61817_rns_2019-09-16_fcfbf45f-47a9-42fd-aa02-61a2a606f4fd.pdf

Date: 16[th ] September, 2019

Q auess DELIVERING GROWTH

Quess Corp Limited

QUESS CORP LIMITED

NOTICE OF MEETING OF THE EQUITY SHAREHOLDERS OF QUESS CORP LIMITED

MEETING DETAILS:

INDEX

FORM NO. CAA 2

NOTICE CONVENING THE EXTRA-ORDINARY GENERAL MEETING OF THE EQUITY SHAREHOLDERS OF QUESS CORP LIMITED

To,

The Equity Shareholders of Quess Corp Limited,

SPECIAL BUSINESS:

APPROVAL OF THE SCHEME OF AMALGAMATION:

Notes:

Voting through Electronic Means (E-Voting Facility)

The cut-off date (i.e. the record date) for the purpose of e-voting is 03[rd] October, 2019.

The procedure and instructions fo e-voting:

Details on Step 2 are given below:

General Guidelines for Shareholders:

EXPLANATORY STATEMENT UNDER SECTION 233 READ WITH SECTION 102 OF THE COMPANIES ACT, 2013 AND RULE 25 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

3. BACKGROUND AND DETAILS OF THE COMPANIES:

A. ARAVON SERVICES PRIVATE LIMITED

B. CENTREQ BUSINESS SERVICES PRIVATE LIMITED

C. COACHIEVE SOLUTIONS PRIVATE LIMITED

D. MASTER STAFFING SOLUTIONS PRIVATE LIMITED

E. QUESS CORP LIMITED

1. Capital Structure

a. TRANSFEREE COMPANY

b. TRANSFEROR COMPANY-1

c. TRANSFEROR COMPANY-2

d. TRANSFEROR COMPANY-3

e. TRANSFEROR COMPANY-4

2. Relationship between parties

TRANSFEREE COMPANY

TRANSFEROR COMPANY-1

TRANSFEROR COMPANY-2

TRANSFEROR COMPANY-3

TRANSFEROR COMPANY-4

5. REPORT UNDER SECTION 233 OF THE COMPANIES ACT, 2013

LIST OF DIRECTORS:

LIST OF PROMOTERS:

LIST OF DIRECTORS:

LIST OF PROMOTER:

LIST OF DIRECTORS:

LIST OF DIRECTORS:

LIST OF DIRECTORS:

LIST OF PROMOTER:

Form No. MGT-11

PROXY FORM

QUESS CORP LIMITED

ATTENDANCE SLIP

Route Map to the venue of the meeting

More from Quess Corp Limited

Quess Corp Limited Proxy Solicitation & Information Statement 2019