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R Systems International Limited M&A Activity 2021
61263_rns_2021-09-15_bc1eb397-66bf-4565-a28b-b60867b44655.pdf
M&A Activity
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R SYSTEMS INTERNATIONAL LIMITED
Corporate Identity Number: L74899DL1993PLC053579 [CMMI Level 5, PCMM Level 5, ISO 9001:2015 & ISO 27001:2013 Company] C-40, Sector-59, NOIDA, Distt. Gautam Budh Nagar, U.P. lndia-201307
Phones: +91-120-4303500 I Email: [email protected] Regd. Off.: GF-1-A, 6, Devika Tower, Fax: +91-120-4082699 I www.rsystems.com Nehru Place, New Delhi-110019
REF: SECT/09/2021/09 SEPTEMBER 15, 2021
| To, | To, |
|---|---|
| The Managing Director | The General Manager |
| National Stock Exchange of India Limited | BSE Limited |
| Exchange Plaza, | Department of Corporate |
| Bandra Kurla Complex, | Services, |
| Bandra -East, Mumbai -400 051 | Rotunda Building, 1st Floor, |
| Mumbai Samachar Marg, Fort, | |
| Mumbai -400 001 | |
| NSE SymbolRSYSTEMS | BSE Scrip Code -532735 |
Dear Sir,
SUB: CORPORATE DISCLOSURE UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
This is with reference to the Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), we are pleased to inform you that, as per the local laws of US State of California, Innovizant LLC, Wholly Owned Step Down Subsidiary of R Systems International Limited (the "Company") has been merged with R Systems, Inc., Wholly Owned Subsidiary of the Company w.e.f. August 31, 2021.
Further, in terms of SEBI Circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015 the requisite details of the acquisition in the prescribed format is attached herewith as "Annexure A".
This is for your information and records.
Thanking you
Yours Faithfully, For R Systems International Limited
Bhasker Du bey (Company Secretary & Compliance Officer)
ANNEXUREA
DISCLOSURE REQUIRED PURSUANT TO REGULATION 30 AND SCHEDULE III OF THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 READ WITH POINT 1.2 OF PARA A OF ANNEXURE I OF SEBI CIRCULAR NO. CIR/CFD/CMD/4/2015 DATED SEPTEMBER 09, 2015
| 1. | Name of the entity (ies)offormingparttheamalgamation/merger,details 111brief such as,size, turnover etc. | Innovizant LLC, wholly owned Step Down Subsidiary("Transferor Company") of the Company has been mergedwithSystems,Inc.,whollyOwnedSubsidiaryR("Transferee Company") of the Company. |
|---|---|---|
| 2. | Whetherthetransactionwould fall within relatedparty transaction? If yes,whether the same is doneat "arm's length" | R Systems International Limited was not party of theAmalgamation scheme. However, R Systems, Inc. andInnovizant LLC are wholly owned subsidiary and Stepdown wholly subsidiary of RSystems InternationalLimited, respectively. |
| 3. | Area of business of theentity(ies ); | Transferor Company was involved in IT Services Industry(Engaged in analytical, data science, data engineering, anddecision science services and solutions).Transferee Company is providing IT consulting services tocustomers primarily in USA geography. |
| 4. | Rationaleforamalgamation/ merger | 1. Simplification of Group Structure2. Overall reduction in administrative, managerial andother expenditure.3. Operational Rationalization, Organizational efficiencyand optimum utilization of resources. |
| 5. | In case of cashconsideration - amount orotherwise share exchangeratio | Since the Transferee Company holds all the membershiptheTransferorCompany,neitheranyinterest111consideration will be paid nor any shares are being issuedby the Transferee Company. |
| 6. | Brief details of change inshareholding pattern (ifany) of listed entity | Not Applicable |
