Ref: LTI/SE/STAT/2022-23/90 | November 14, 2022 |
National Stock Exchange of India Limited | The BSE Limited |
Exchange Plaza, Bandra-Kurla Complex | Phiroze Jeejeebhoy Towers |
Bandra (East) | Dalal Street |
MUMBAI - 400 051 | MUMBAI - 400 001 |
NSE Symbol: LTI/MINDTREE | BSE Scrip Code: 540005/532819 |
Dear Sir(s)/Madam, |
Ref: Scheme of Amalgamation & Arrangement amongst Larsen & Toubro Infotech Limited ('LTI'/'Amalgamated Company') and Mindtree Limited ('Mindtree'/'Amalgamating Company') and their respective Shareholders and Creditors ('the Scheme')
Sub: Intimation under Regulations 30 and 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR)
- Intimation of 'Effective Date' of the Scheme
This is to inform you that today, Mindtree Limited has received certified copy of the order of Hon'ble National Company Law Tribunal (NCLT), Bengaluru Bench, sanctioning the Scheme. &ODMPTFE
Pursuant to the applicable provisions of the Companies Act, 2013 & Clause 5(k) of the Scheme and in terms of the approval of Board of Directors of LTI & Mindtree, both the companies have filed Form No. INC-28 with the Registrar of Companies, Mumbai and Bengaluru respectively, today i.e. November 14, 2022, and accordingly, the Scheme has become effective from Monday, November 14, 2022.
- Intimation of 'Record Date'
Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI LODR, and in terms of Clause 5(y) of the Scheme, this is to inform you that the Board of Directors of LTI & Mindtree have fixed Thursday, November 24, 2022 as the 'Record Date' for the purpose of determining the shareholders of Mindtree Limited to whom equity shares of the Amalgamated Company would be allotted pursuant to the Scheme.
Fractional entitlement of Mindtree shareholders to the shares of LTI, arising out of the above referred allotment, would be subject to tax implication as referred to in Annexure Ato this letter.
- Change in Directors
This is to inform you that upon recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company at its meeting held today, have, subject to approval of the shareholders of the Company, approved the following appointment of directors:
1. Appointment of Mr. Debashis Chatterjee (DIN: 00823966) as Additional Director, designated as Chief Executive Officer and Managing Director, w.e.f. November 14, 2022 for the term of three years including and up to November 13, 2025;
Larsen & Toubro Infotech Ltd.
Technology Tower 1, Gate No.5, SakiVihar Road, Powai, Mumbai-400072, India
T +91 22 6776 6776 | | F +91 22 2858 1130 | |
Registered Office:L&T House, Ballard Estate, Mumbai 400 001, India | ||
www.Lntinfotech.com | | E-mail: info@Lntinfotech.com | CIN: L72900MH1996PLC104693 |
- Appointment of Mr. Venugopal Lambu (DIN: 08840898) as Additional Director, designated as Whole- Time Director, w.e.f. November 14, 2022 for the term of three years including and up to November 13, 2025;
- Appointment of Ms. Apurva Purohit (DIN: 00190097) as Additional Director, designated as Independent Director, w.e.f. November 14, 2022 for a period of five years including and up to November 13, 2027;
- Appointment of Mr. Bijou Kurien (DIN: 01802995) as Additional Director, designated as Independent Director, w.e.f. November 14, 2022 for a period of five years including and up to November 13, 2027; and
- Appointment of Mr. Chandrasekaran Ramakrishnan (DIN: 00580842) as Additional Director, designated as Independent Director, w.e.f. November 14, 2022 for a period of five years including and up to November 13, 2027;
None of the above appointee(s) are debarred from holding office of Director by virtue of any order passed by SEBI and/or such other authority.
Ms. Aruna Sundararajan (DIN:03523267) has stepped down from Board of Directors of the Company with immediate effect.
- Change in Key Managerial Personnel (KMP)
Further, upon recommendation of Nomination & Remuneration Committee and Audit Committee, the Board of Directors of the Company at its meeting held today, approved appointment of Mr. Vinit Teredesai, as Chief Financial Officer with effect from November 14, 2022 in place of Mr. Anil Rander.
The relevant details pursuant to Regulation 30 of SEBI LODR read with SEBI's Circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015 in respect of the above appointments, are enclosed as Annexure - B-1& B-2to this letter.
Please take the above on record.
Thanking you,
Yours faithfully,
For Larsen & Toubro Infotech Limited
TRIDIB KUMAR BARAT
Digitally signed by TRIDIB KUMAR BARAT DN: c=IN, o=Personal, pseudonym=8687aba121e1f8269a3cf91c8226b612, 2.5.4.20=7e15da58032c16bb8aa2049ade3831409d82 b66bd42cfd16b3fcbfb307a50db6, postalCode=201301, st=UTTAR PRADESH, serialNumber=7c9dcdd232cb8be0dc71303fc2fb27faa 8b22a0413e3b1f0a762e375a5d0d5cc, cn=TRIDIB
KUMAR BARAT
Date: 2022.11.14 16:11:37 +05'30'
(Tridib Barat)
Company Secretary & Compliance Officer
Encl.: As above
Larsen & Toubro Infotech Ltd.
Technology Tower 1, Gate No.5, SakiVihar Road, Powai, Mumbai-400072, India
T +91 22 6776 6776 | | F +91 22 2858 1130 | |
Registered Office:L&T House, Ballard Estate, Mumbai 400 001, India | ||
www.Lntinfotech.com | | E-mail: info@Lntinfotech.com | CIN: L72900MH1996PLC104693 |
Annexure - A
Tax implication on distribution of proceeds of sale of consolidated fractional entitlement of Mindtree shareholders to the shares of the Amalgamated Company, as per the Scheme
Clause 15.1 of the Scheme provides, inter-alia, that the Amalgamated Company shall, as soon as possible after the Record Date, issue and allot its equity shares, credited as fully paid-up, to the members of the Amalgamating Company, holding equity shares in the Amalgamating Company and whose names appear in the register of members, including register of beneficial owners maintained by the depositories, of the Amalgamating Company on the Record Date, as per the Share Exchange Ratio, i.e. 73 fully paid up equity shares of Re. 1/- each of LTI shall be issued and allotted for every 100 fully paid up equity shares of Rs. 10/- each held in Mindtree.
Further, Clause 15.4 of the Scheme provides, inter-alia, all the fractional entitlements shall be consolidated and allotted to a trustee authorized by the Board of the Amalgamated Company who shall sell the shares at such time(s) and at such price(s) on the stock exchange, as such trustee deems fit, in compliance with the SEBI's circular no. SEBl/HO/CFD/DILl/CIR/P/2021/0000000665 dated 23rd November 2021, amended vide SEBI circular no. SEBl/HO/CFD/SSEP/CIR/P/2022/003 dated 3rd January, 2022 and SEBl circular no. SEBl/HO/CFD/DIL2/ClR/P/2022/11 dated 1st February, 2022, and shall distribute the net sale proceeds, subject to tax deductions and other expenses as applicable, to the members of the Amalgamating Company in proportion to their respective fractional entitlements.
In terms of the applicable tax provisions, distribution of sale proceeds of fractional entitlements shall be construed as "Income in the nature of capital gains" and accordingly applicable income tax shall be deducted at source ('TDS').
There is no TDS obligation in the case of resident shareholders. However, for non-resident shareholders, as per Section 195 of the Income Tax Act, 1961 ('the Act') and in compliance with other applicable provisions of the Act, tax has to be withheld by the Amalgamated Company on the amount of income arising to the nonresident at the time of payment or credit, whichever is earlier.
In view of the above, the Company shall deduct TDS on distribution of proceeds of sale of consolidated fractional entitlements, to the Non-Resident shareholders of the Amalgamating Company, as follows:
Particulars | Rate of Tax | |
Non-Resident shareholders | 15.60 % | |
Higher rate of TDS in case of Non-Resident shareholders having no PAN/invalid | 31.20 % | |
PAN and Non-Resident shareholders having valid PAN but have not filed | (i.e. twice the rate | |
Income Tax Return for the previous year | specified in the | |
Act) |
In case of any queriers on the above, shareholders of the Amalgamating Company may write to LTI at Investor@Lntinfotech.comor Link Intime India Private Limited (Registrar and Share Transfer Agent) at rnt.helpdesk@linkintime.co.in.
Larsen & Toubro Infotech Ltd.
Technology Tower 1, Gate No.5, SakiVihar Road, Powai, Mumbai-400072, India
T +91 22 6776 6776 | | F +91 22 2858 1130 | |
Registered Office:L&T House, Ballard Estate, Mumbai 400 001, India | ||
www.Lntinfotech.com | | E-mail: info@Lntinfotech.com | CIN: L72900MH1996PLC104693 |
Annexure B-1:
Details pertaining to appointment of Key Managerial Personnel(s) pursuant to Regulation 30 of SEBI LODR
read with SEBI's Circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015
Name | Mr. Debashis Chatterjee | Mr. Venugopal Lambu | Mr. Vinit Teredesai | ||||||||||||||||||||||||
Reason for | Appointment | Appointment | Appointment | ||||||||||||||||||||||||
Change | |||||||||||||||||||||||||||
Date of | Appointment w.e.f. | Appointment w.e.f. November | Appointment w.e.f. | ||||||||||||||||||||||||
change | November 14, 2022 | 14, 2022 | November 14, 2022 | ||||||||||||||||||||||||
Terms of | Appointed | as | Additional | Appointed | as | Additional | Appointed | as | Chief | ||||||||||||||||||
appointment | Director | designated | as | Director designated as Whole- | Financial | Officer, | w.e.f. | ||||||||||||||||||||
Managing Director and Chief | Time | Director, | w.e.f. | November 14, 2022. | |||||||||||||||||||||||
Executive | Officer, | w.e.f. | November 14, 2022 for a term | ||||||||||||||||||||||||
November 14, 2022 for a | of three years including and | ||||||||||||||||||||||||||
term of three years including | upto November 13, 2025 | ||||||||||||||||||||||||||
and up to November 13, 2025 | |||||||||||||||||||||||||||
Brief Profile | Debashis | Chatterjee | Mr. Venugopal Lambu brings | Mr. Vinit Teredesai is a | |||||||||||||||||||||||
('DC') was the CEO&MD | over 26 years of insight and | Chartered Accountant, Cost | |||||||||||||||||||||||||
of Mindtree Limited. | global | experience | to | help | and Works Accountant and | ||||||||||||||||||||||
clients | navigate | business | a | Certified | Public | ||||||||||||||||||||||
He has more than 35 years | challenges | and | achieve | Accountant-USA. He | has | ||||||||||||||||||||||
of industry experience in | organizational | goals | across | also | completed | General | |||||||||||||||||||||
diverse | areas | such | as | transformation, | governance, | Management Program from | |||||||||||||||||||||
managing | customer | change management, and drive | the Massachusetts Institute | ||||||||||||||||||||||||
relationships, | building | return on investments. | of | Technology | (MIT) | - | |||||||||||||||||||||
high-performance | Sloan | School | of | Business, | |||||||||||||||||||||||
businesses, | driving | In his role at Mindtree Limited, | focusing | on | strategy, | ||||||||||||||||||||||
strategic | alliances | and | he | was | responsible | for | innovation, and technology. | ||||||||||||||||||||
M&A, | and | managing | formulating strategic direction | He was the CFO of | |||||||||||||||||||||||
change and delivery across | and | accelerating | digital | erstwhile | Mindtree | ||||||||||||||||||||||
industries, | technologies, | initiatives for clients, with an | Limited where | he | was | ||||||||||||||||||||||
and | geographies. With a | aim | to | strengthen | our | responsible for Mindtree's | |||||||||||||||||||||
track record of successfully | leadership | in | technology | Strategic | Financial | ||||||||||||||||||||||
incubating | and | growing | innovation. | Planning, | Reporting | and | |||||||||||||||||||||
new businesses, DC led the | Auditing, | Treasury | & | ||||||||||||||||||||||||
industry-leading | profitable | He is a member of the Forbes | Accounting, International | ||||||||||||||||||||||||
growth of Mindtree as the | Technology | Council, | and | & | Domestic | Taxation, | |||||||||||||||||||||
company's | CEO | and | chairs | customer | advisory | Secretarial & Compliance, | |||||||||||||||||||||
Managing Director. | councils in North America and | Risk, | Investor | Relations, | |||||||||||||||||||||||
Europe. | Legal | & | Compliance, | ||||||||||||||||||||||||
Before | Mindtree, | DC | Procurement, | Physical | |||||||||||||||||||||||
worked with Nasdaq-listed | He holds a Bachelor's degree | Infrastructure, | and | ||||||||||||||||||||||||
Cognizant | as | President of | in | Electronics | Engineering | Immigration. | |||||||||||||||||||||
Global | Delivery | and | from the University of Mysore, | He was also a member of | |||||||||||||||||||||||
Digital | Systems | & | India | and | General | Mindtree's | global | ||||||||||||||||||||
Technology. In this role, he | Management | Certification | leadership | team, | the | ||||||||||||||||||||||
was | responsible | for | the | from | the | London | Business | Enterprise | Risk | ||||||||||||||||||
delivery | of | technology | School. | Management | Committee | ||||||||||||||||||||||
services across all industry | of the Board of Directors | ||||||||||||||||||||||||||
segments. As a member of | and worked closely with | ||||||||||||||||||||||||||
Larsen & Toubro Infotech Ltd. | |||||||||||||||||||||||||||
Technology Tower 1, Gate No.5, SakiVihar Road, Powai, Mumbai-400072, India | |||||||||||||||||||||||||||
T +91 22 6776 6776 | | F +91 22 2858 1130 | ||||||||||||||||||||||||||
Registered Office:L&T House, Ballard Estate, Mumbai 400 001, India | |||||||||||||||||||||||||||
www.Lntinfotech.com | | | E-mail: info@Lntinfotech.com | | | CIN: L72900MH1996PLC104693 |
the Executive Leadership Team, he also participated in charting the strategic direction of the company. He was instrumental in laying the foundation of Cognizant's Banking & Financial Services business and grew it to be the largest business within Cognizant.
In the past, DC has worked with IBM, TCS, and Mahindra & Mahindra. He holds a bachelor's degree in Mechanical Engineering from Jadavpur University. He has served twice as a member of the Executive Council of NASSCOM. A firm believer in the potential of technology to transform businesses and societies, DC actively mentors technologists and business leaders of tomorrow.
the strategy team on mergers & acquisitions. Prior to joining Mindtree, Vinit was Chief Financial Officer and CIO at KPIT Technologies. In his overall professional career of more than 26 years, he has held key leadership roles at HSBC, SunGard & Cognizant.
Disclosure of Mr. Debashis Chatterjee is relationship not related to any of the
between Directors of the Company.
Directors
Mr. Venugopal Lambu is not Not Applicable related to any of the Directors
of the Company.
Larsen & Toubro Infotech Ltd.
Technology Tower 1, Gate No.5, SakiVihar Road, Powai, Mumbai-400072, India
T +91 22 6776 6776 | | F +91 22 2858 1130 | |
Registered Office:L&T House, Ballard Estate, Mumbai 400 001, India | ||
www.Lntinfotech.com | | E-mail: info@Lntinfotech.com | CIN: L72900MH1996PLC104693 |
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MindTree Limited published this content on 14 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 November 2022 17:18:04 UTC.