f. The Transferee Company is currently registered with and holds debt collection licenses in thirty-two U.S. States. Under these licenses, and a number of exemptions, waivers and bonds secured in other U.S. States, the Transferee Company can provide offshored regulatory debt collection BPO activities from India across the entire U.S. (except two U.S. States). It is submitted that the Transferee Company is the only Accenture group entity in India to hold these licenses and based on legal advice obtained under applicable U.S. laws, it is advised that under the current U.S. legal regime, the licensing requirements to perform such regulated debt collection activities are very complex, time-consuming and unpredictable for a non-U.S. business entity. Further, the applicable U.S. laws do not permit transfer or assignment of such licenses and in many U.S. States, such licenses would be nullified upon a change of control event where the Transferee Company does not survive. Therefore, in the event the Transferee Company is merged into the Transferor Company, the said licenses would be nullified. However, if the Transferor Company is merged into the Transferee Company, there would be no legal impediment under applicable U.S. State laws from a licensing perspective so long as the Transferee Company remains licensed, registered and/or bonded to perform regulated debt collection activities across the U.S. (except two U.S. States). Accordingly, the Board of Directors of the Transferor Company and the Transferee Company have considered and decided that in order to utilize the benefits of the licenses held by the Transferee Company without any disruption of business, operationally, it is commercially prudent to amalgamate the Transferor Company with the Transferee Company.
