NOTICE OF THE ANNUAL GENERAL MEETING

Transcription

1 TM NOTICE OF THE ANNUAL GENERAL MEETING INFINITE COMPUTER SOLUTIONS (INDIA) LIMITED Registered Office: 155, Somdutt Chambers II, 9, Bhikaji Cama Place, New Delhi Corporate Office: 157, EPIP Zone, Phase II, Kundalahalli, Whitefield, Bengaluru CIN: L72200DL1999PLC Website: Phone: , Fax: , NOTICE is hereby given at e Eighteen (18 ) Annual General Meeting ( AGM ) of e members of Infinite Computer Solutions (India) Limited ( Company ) will be held on Thursday, September 28, 2017 at a.m. at Sri Saya Sai International Centre, Pragati Vihar, Lodi Road, New Delhi to transact e following businesses: ORDINARY BUSINESS: 1. To receive, consider and adopt e Audited Financial Statements including Audited Consolidated Financial Statements of e Company for e Financial Year ended as on March 31, 2017 togeer wi Reports of Auditors and Board of Directors ereon. 2. To appoint a Director in place of Mr. Sanjay Govil (DIN ) who retires by rotation and being eligible, offers himself for re-appointment. 3. To consider and if ought fit, to pass wi or wiout modification(s), e following Resolution as an Ordinary Resolution: RESOLVED THAT pursuant to e provisions of Sections 139, 141 and 142 and oer applicable provisions, if any, of e Companies Act, 2013, read wi e Companies (Audit and Auditors) Rules,2014 (including any statutory amendment(s) or re-enactment(s) ereof, for e time being in force, M/s HDSG & Associates, Chartered Accountants (FRN: N) be and are hereby appointed as Statutory Auditors of e Company, in place of M/s. Amit Ray & Co., Chartered Accountants (FRN: C), e retiring Statutory Auditors, to hold office for a term of five (5) years i.e. from e conclusion of is meeting till e conclusion of e Twenty Third (23rd) Annual General Meeting of e Company to be held in e year 2022, subject to ratification each year, at such remuneration as shall be mutually agreed between e Board of Directors or Committee of e Board ereof and e statutory Auditors. RESOLVED FURTHER THAT e Board of Directors be and is hereby auorized to do all such acts, deeds and ings as may be considered necessary, proper or expedient in order to give effect to e above resolution. SPECIAL BUSINESS: 4. To consider and, if ought fit, to pass wi or wiout modification(s), e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to e provisions of Section 196, 197 and oer applicable provisions, if any, of e Companies Act, 2013 (including any statutory modification(s) or re-enactment ereof for e time being in force) (hereinafter referred to as e Act ), read wi Schedule V to e Act and pursuant to e Articles of Association of e Company, e consent of e members be and is hereby accorded for payment of remuneration mentioned herein below to Mr. Upinder Zutshi, Managing Director & CEO (DIN: ) of e Company, for financial year a. Salary lakh per mon wi auority to e Board of Directors to revise it from time to time subject however to a ceiling of lakh per mon. b. Performance Bonus:- for each accounting year as may be decided by e Board of Directors upto a sum not exceeding 3.00 Crore per annum In addition to e above, he shall also be provided e following benefits as per policy/rules of e Company or as approved by e Board of Directors from time to time: Company car including maintenance and fuel expenses, while employed wi e Company along wi a driver. Telephone /Internet Connection(s) at home. Company's contribution to e Provident Fund, Gratuity and encashment of leaves as per e Company Policy. Admission and Annual Membership Fee for Clubs. He and his qualified dependents will be eligible to receive heal insurance coverage as per e Company's policy. He will also be eligible for oer stock and non- stock based incentives, as e Company may offer from time to time. Allowances and perquisites will be valued as per Income Tax Rules, wherever applicable, and at actual cost to e Company in oer cases. Notice for AGM 01

2 Infinite Computer Solutions (India) Limited RESOLVED FURTHER THAT e oer terms and conditions wi respect to appointment of Mr. Upinder Zutshi, Managing Director & CEO of e Company, as mentioned in e resolution passed in e 14 Annual General Meeting held on August 30, 2013, shall remain e same. RESOLVED FURTHER THAT in e event of loss or inadequacy of profits in any financial year, e remuneration by way of salary, performance evaluation payment, perquisites and oer allowances payable to Mr. Upinder Zutshi shall not exceed e limits prescribed under e Companies Act, 2013 and e Rules made ere under or any statutory modification or re-enactment ereof read wi schedule V of e Act, except wi e approval of Central Government (if required). RESOLVED FURTHER THAT e Board of Directors of e Company be and are hereby severally auorized to file necessary return(s) wi e Registrar of Companies, NCT of Delhi & Haryana and to do all such acts, deeds and ings as may be considered necessary or incidental to give effect to e above resolution. By Order of e Board of Directors for Infinite Computer Solutions (India) Limited Sd/- Rajesh Kumar Modi Company Secretary Membership No. F5176 Place : Bengaluru Date : May 23, Notice for AGM

3 TM NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE SHOULD BE RECEIVED BY THE COMPANY NOT LATER THAN 48 (FORTY-EIGHT) HOURS BEFORE THE MEETING. 2. PROXIES SUBMITTED ON BEHALF OF COMPANIES, SOCIETIES, ETC. MUST BE SUPPORTED BY AN APPROPRIATE RESOLUTION/AUTHORITY, AS MAY BE APPLICABLE. PURSUANT TO SECTION 105 OF THE COMPANIES ACT, 2013, A PERSON SHALL NOT ACT AS A PROXY FOR MORE THAN 50 MEMBERS AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL VOTING SHARE CAPITAL OF THE COMPANY. HOWEVER, A SINGLE PERSON MAY ACT AS A PROXY FOR A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL VOTING SHARE CAPITAL OF THE COMPANY PROVIDED THAT SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON. 3. THE EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 IN RESPECT OF SPECIAL BUSINESS IS ANNEXED HERETO AND FORMS A PART OF THE NOTICE. 4. Member(s)/Proxies/Auorized Representatives are requested to bring e enclosed attendance slip duly filled in and signed for attending e meeting. Member(s) who hold equity shares in electronic mode are requested to write e client ID and DP ID number and ose who hold equity shares in physical mode are requested to write eir folio number in e attendance slip. 5. Corporate Members intending to send eir auorized representatives to attend e meeting pursuant to section 113 of e Companies Act, 2013 are requested to send a duly certified copy of e Board Resolution/Power of Attorney togeer auorizing eir representative(s) to attend and vote on eir behalf at e Meeting. 6. Additional information, as required under Regulation 36 (3) of Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, in respect of e Director recommended for appointment/re-appointment at e Annual General Meeting is annexed hereto and forms a part of e notice. 7. Additional information, as required under Secretarial Standards-2 issued by Institute of Company Secretaries of India, in respect of increase in e remuneration of Mr. Upinder Zutshi, Managing Director & CEO (DIN: ) of e Company at e Annual General Meeting is set out in e explanatory statement 8. The Register of Directors and Key managerial personnel and eir shareholding, maintained under Section 170 of e Companies Act, 2013, will be available for inspection by e members at e meeting. The Register of Contracts or Agreements in which e Directors are interested, maintained under Section 189 of e Companies Act, 2013, will be available for inspection by e members at e meeting. 9. In case of joint holders, only such joint holder who is named first in e order of names will be entitled to vote. 10. The route map showing directions to reach e venue of e AGM is enclosed to is notice. 11. Relevant documents referred to in e accompanying Notice are available for inspection at e Registered Office of e Company between 10:00 a.m. to 2:00 p.m. except on Saturdays, Sundays and all Public Holidays upto e date of Annual General Meeting. 12. The Register of Members and e Share Transfer Books of e Companyshall remain closed on e Book Closure Dates i.e. September 22, 2017 to September 28, 2017 (bo days inclusive). 13. The certificate from e Auditors of e Company certifying at e Company's stock option plan has been implemented in accordance wi e SEBI (Share Based Employee Benefits) Regulations, 2014 is available for inspection at e Registered Office of e Company between a.m. to 2.00 p.m. except on Saturdays, Sundays and all Public Holidays upto e date of AGM and will also be available for inspection during e AGM. 14. Pursuant to e provisions of Section 125(5) of e Companies Act, 2013, e Company has transferred e unpaid or unclaimed dividends from time to time on due dates to e Investor Education and Protection Fund (e IEPF) established by e Central Government. Pursuant to e provisions of Investor Education and Protection Fund Auority (Appointment of Chairperson and Members, holding of meetings and provision for offices and officers) Rules, 2016 [erstwhile Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying wi Companies) Rules, 2012], e Company has uploaded e details of unpaid and unclaimed amounts lying wi e Company as on September 29, 2016 (date of last Annual General Meeting) on e website of e Company ( as also on e website of e Ministry of Corporate Affairs. 15. The Securities and Exchange Board of India (SEBI) has mandated e submission of Permanent Account Number (PAN) by every participant in securities market. Member(s) holding shares in electronic form are, erefore, requested to submit e PAN to eir Depository Participants wi whom ey are maintaining eir demat accounts. Members holding shares in physical form can submit eir PAN details to e Company/RTA. 16. SEBI has also mandated at for registration of transfer of securities, e transferee(s) as well as transferor(s) shall furnish a copy of eir PAN card to e Company /RTA for registration of transfer of securities. Notice for AGM 03

4 Infinite Computer Solutions (India) Limited 17. Pursuant to Section 72 of Companies Act, 2013, member(s) of e Company may nominate a person in whom e shares held by him/em shall vest in e event of his/eir unfortunate dea. Member(s) holding shares in physical form may file nomination in e prescribed Form SH-13 wi e Company's RTA. In respect of shares held in dematerialized form, e nomination form may be filed wi e respective Depository Participant. 18. Members are requested: a. to notify any change in eir registered address along wi PIN CODE number to eir respective Depository Participants (DPs) in respect of shares held in electronic form and to e Registrar & Share Transfer Agent of e Company Bigshare Services Private Limited in respect of shares held in physical form; and b. to register eir address and changes erein from time to time wi respective DPs for shares held in demat form and wi Company's RTA for shares held in physical form. 19. Members desirous of obtaining any information/clarification concerning e accounts and operations of e Company are requested to send eir queries as addressed to e Company Secretary at e Company's Registered Office, at least 10 days before e Meeting, so at e information can be compiled in advance. 20. Members/proxies are requested to kindly take note of e following: i. Copies of e Annual Report will not be distributed at e venue of e Meeting; ii. Attendance Slip, as sent herewi, is required to be produced at e venue duly filled-in and signed, for attending e Meeting; iii. In all correspondence wi e Company and/or e R&T Agent, Folio No./DP ID & Client ID and contact details such as address, contact no. must be quoted. 21. Electronic Copy of e Notice of e 18 Annual General Meeting of e Company inter alia indicating e process and manner of e-voting along wi e Attendance Slip, Proxy Form and route map is being sent to all e Members whose IDs are registered wi e Company/Company's registrar/depository Participant(s) for communication purposes unless any member has requested for a hard copy of e same. For Members who have not registered eir address, physical copies of e aforesaid documents are being sent by e permitted mode. 22. Electronic copy of e Annual Report for 2017 is being sent to all e members whose IDs are registered wi e Depository Participants(s) for communication purposes unless any member has requested for a hard copy of e same. For members who have not registered eir address, physical copies of e Annual Report are being sent by e permitted mode. 23. Members may also note at e Notice of e 18 Annual General Meeting, Attendance Slip, Proxy Form, Route Map, Ballot Paper and e Annual Report for 2017 will also be available on e Company's website for download. 24. In accordance wi Section 139 of e Companies Act, 2013 read wi e Companies (Audit and Auditors) Rules, 2014, M/s. Amit Ray & Co., Chartered Accountants (FRN: C) shall retire at e conclusion of e 18 Annual General Meeting of e Company. Pursuant to e said provisions, e Board of Directors has on recommendation of e Audit Committee, recommended for e appointment of M/s HDSG & Associates, Chartered Accountants (FRN: N) as Statutory Auditors of e Company for a term of five (5) years i.e. from e conclusion of is meeting till e conclusion of e Twenty Third (23rd) Annual General Meeting of e Company to be held in e year 2022, subject to ratification each year, at such remuneration as shall be mutually agreed between e Board of Directors or Committee of e Board ereof and e Statutory Auditors. Consent and certificate u/s 139 of e Companies Act, 2013 have been obtained from M/s. HDSG & Associates, Chartered Accountants, to e effect at eir appointment, if made, shall be in accordance wi e applicable provisions of e Act and e Rules issued ereunder. As required under e SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. HDSG & Associates, Chartered Accountants, has confirmed at ey hold a valid certificate issued by e Peer Review Board of ICAI. 25. Furer, members who have cast eir vote by remote e-voting prior to e meeting may also attend e meeting but shall not be entitled to cast eir vote again. 26. Voting rough electronic means: In compliance wi e provisions of section 108 of e Companies Act, 2013 read wi Rule 20 of e Companies (Management and Administration) Rules, 2014 and Regulation 44 of e SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, e Company is pleased to provide Members facility to exercise eir right to vote at e 18 Annual General Meeting (AGM) by remote e-voting and e business may be transacted rough e-voting services provided by National Securities Depository Limited (NSDL). However, members who do not have access to e-voting facility, e Ballot paper shall be made available at e venue of e meeting to cast eir votes and members attending e meeting who have not already cast eir vote by remote e-voting shall be able to exercise eir right at e meeting. 04 Notice for AGM

5 TM Please see e instructions below for details on e-voting facility. A. In case of shareholders receiving from NSDL i. Open and open PDF file viz; INFINITE e-voting.pdf wi your Client ID or Folio No. as password containing your user ID and password for e-voting. Please note at e password is an initial password. ii. Launch e internet browser and type e following URL: iii. Click on e Shareholder Login iv. Put User ID and Password as initial password noted in step (a) above. v. If you are logging in for e first time, e Password change menu will appear. Change e Password wi new Password of your choice. It is strongly recommended not to share your password wi any oer person and take utmost care to keep your password confidential. vi. Home page of e-voting opens, click on e-voting: Active Voting Cycles vii. Select EVEN (Electronic Voting Event Number) of Infinite Computer Solutions (India) Limited. viii. Once you enter e Cast Vote Page will open. Now you are ready for e-voting. ix. Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted. x. Upon confirmation, e message Vote cast successfully will be displayed. xi. Once you have voted on e resolution, you will not be allowed to modify your vote. xii. Institutional shareholders (i.e. oer an individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of e relevant Board Resolution/Auority Letter etc. togeer wi attested specimen signature of e duly auorized signatory(ies) who are auorized to vote, to e Scrutinizer rough at prashant@pdsco.in wi a copy marked to evoting@nsdl.co.in. B. In case of shareholders' receiving physical copy of Notice of AGM: i. Initial password is provided at e bottom of e Attendance Slip for e AGM: EVEN (Remote E-voting Event Number) USERID PASSWORD/PIN Please follow all steps from S.No. (b) to (l) above, to caste vote. General Instructions for e-voting: ii. In case of any queries, you may refer e Frequently Asked Questions (FAQs) for shareholders and e-voting user manual for shareholders available at e Downloads section of You may also contact NSDL via at evoting@nsdl.co.in iii. You can also update your mobile number and id in e user profile details of e folio which may be used for sending future communication(s). iv. The remote e-voting period commences on Sunday, September 24, 2017 at 9:00 A.M.(IST) and ends on Wednesday, September 27, 2017 at 5:00 P.M. (IST). During is period Members of e Company, holding shares eier in physical form or in dematerialized form, as on cut-off date i.e., Thursday, September 21, 2017, may cast eir vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting ereafter. Once e vote on a resolution is cast by e member, e member shall not be allowed to change it subsequently. iv. The voting rights of shareholders shall be in proportion of eir shares of e paid up equity share capital of e Company as on e cut-off date i.e. September 21, v. A person, whose name is recorded in e register of Members or in e register of beneficial owners maintained by e depositories as on cut-off date only shall be entitled to avail e facility of remote e-voting or voting at e Meeting. vi. Any person, who acquires shares of e Company and becomes e member of e Company after dispatch of e notice and holding shares as of e cut-off date may obtain e login ID and password by sending to evoting@nsdl.co.in or shareholder@infinite.com by mentioning eir Folio No./DP ID and Client ID No. However, if you are already registered wi NSDL for e-voting en you can use your existing user ID and password for casting your vote. If you forget your password, you can reset your password by using Forget User Details/Password option available on vii. Member may participate in e AGM even after exercising his right to vote rough remote e-voting but shall not be allowed to vote again. viii. M/s PDS & Co, Practicing Company Secretary, has been appointed as e Scrutinizer to scrutinize e e-voting process in a fair and transparent manner. Notice for AGM 05

6 Infinite Computer Solutions (India) Limited ix. The Chairman shall at e AGM, at e end of discussion on e resolutions on which voting is to be held, allow voting wi e assistance of scrutinizer, by use of Ballot paper for all ose members who are present at e AGM but have not cast eir votes by availing e remote e-voting facility. x. The Scrutinizer shall, immediately after e conclusion of e voting at e AGM, count e votes cast at e meeting, ereafter unblock e votes cast rough remote e-voting in e presence of atleast (2) witnesses not in e employment of e Company. Scrutinizer shall wiin a period of not exceeding 48 hours from e conclusion of e meeting submit e Scrutinizer's Report to e Chairman or Company Secretary of e Company. xi. The results declared alongwi e Scrutinizers Report shall be placed on e website of e Company at and on e website of NSDL i.e. immediately after e declaration of result by e Chairman or e Company Secretary. The results shall also be communicated to e Stock Exchanges, where e shares of e Company are listed. By Order of e Board of Directors for Infinite Computer Solutions (India) Limited Sd/- Rajesh Kumar Modi Company Secretary Membership No. F5176 Place : Bengaluru Date : May 23, Notice for AGM

7 TM DETAILS OF DIRECTOR(S) SEEKING RE-APPOINTMENT/APPOINTMENT IN THE TH 18 ANNUAL GENERAL MEETING PURSUANT TO REGULATION 26(4) OF THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARDS-2 ON GENERAL MEETINGS. Name of e Director Date of Bir Brief Resume and Nature of Expertise in specific functional areas Mr. Sanjay Govil April 02, 1966 Sanjay Govil is e founder and Chairman of Infinite, a global IT outsourcing at provides Platformized business solutions as well as next generation mobility products and services to e Healcare, BFSI, Media & Publishing and Telecommunications verticals. Under his leadership, Infinite has grown debt free and wiout venture capital funding. The Company has global group streng of over 5,000 employees and over 151 premier clients, including several leading Fortune 50 companies. It is considered a global leader in e IT outsourcing space wi offices in 8 countries and a sprawling campus in Bangalore, India and major development centers in Chennai, Gurgaon, Chicago, Rockville, Westford and Sacramento. As part of its service offerings, Infinite is primarily focused on Technology Solutions, Product Engineering Services and Mobility & Messaging Solutions. In 2010, Infinite became a publicly traded Company on e Indian stock exchange (BSE: , NSE: INFINITE) wi one of e most successful IPOs of e year. In May 2011, Infinite created a wholly owned subsidiary called Infinite Convergence Solutions to support its mobility business which comprises an integrated approach towards mobility, social, and cloud. Infinite Convergence provides complete messaging products and services to Tier1/Tier2 Operators and Enterprises worldwide. Infinite Convergence is a result of Infinite's strategic alliance wi Nokia Siemens Networks (formerly Motorola). Infinite leverages communication related Intellectual Property to develop a range of mobility products. The business processes 900+ Billion mobile messages annually serving 130 Million+ mobile subscribers around e world. In 2012 Infinite Convergence rolled out its award winning Enterprise Messaging Service (EMS) and Rich Communication Suite (RCS) while continuing to be an exclusive MMSC provider to e largest multimedia messaging services in e USA (considered e most successful in e world as measured by MMS uptake). The business continued its innovative product launches by releasing Netsfere in Netsfere is a new cloud-based enterprise messaging service at provide businesses wi a secure platform for internal communication and give IT departments complete control over how employees send and access information across multiple devices. Infinite is SEI CMMi level 5, ISO , ISO certified and TL9000 certified. Mr. Sanjay Govil has been recognized and featured in media roughout e world. In e early days of Infinite, he was a winner of e prestigious E&Y Entrepreneur of e Year Award. A BSEE graduate of Auburn University and a MSEE graduate from Syracuse University, he is an alumni and Fellow of e Wharton School of Business. He has been a member of e Global CEO Advisory Council for e Wharton Fellows Program and Board of Directors for e Future of Advertising Project at e Wharton School of Business. He is currently a member of e Wharton Graduate Executive Board. List of oer companies (Indian) in which Directorships are held List of Committees of e Board of Directors in which Chairmanship/Membership is held No. of Equity Shares held in e Company Relationship wi any Director inter-se and KMPs of e Company Remuneration last drawn Terms and conditions of re-appointment No. of meetings attended during e year Details of membership/chairman of committees of oer Boards Date of first appointment on e Board of e Company 1. Creative Thermolite Power Private Limited. 2. Infinite Tech Ventures Limited Nil 8,100 None Nil Not applicable 1 Nil September 06, 1999 Notice for AGM 07

8 Infinite Computer Solutions (India) Limited EXPLANATORY STATEMENT(S) PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 Item no. 4 The shareholders in its Fourteen [14 ] Annual General meeting held on August 30, 2013 had approved e re-appointment of Mr. Upinder Zutshi, Managing Director & CEO of e Company for a furer period of five years wi effect from April 01, 2013 ending on March 31, 2018 at e basic salary of lakh/- P.M. in e salary grade of lakh p.m. on e following terms and conditions: lakh per mon wi auority to e Board of Directors to revise it from time to time subject however to a ceiling of lakh per mon. Performance Bonus for each accounting year as may be decided by e Board of Directors upto a sum not exceeding 2.03 Crore per annum. In addition to e above, he shall also be provided e following benefits as per policy/rules of e Company or as approved by e Board of Directors from time to time: Company Car including maintenance and fuel expenses, while employed wi e Company along wi a driver. Telephone/Internet Connection(s) at home. Company's Contribution to e Provident Fund, Gratuity and encashment of leaves as per e Company Policy. Admission and Annual Membership Fee for Clubs. He and his qualified dependents will be eligible to receive heal insurance coverage as per e Company's policy. He will also be eligible for oer stock and non-stock based incentives, as e Company may offer from time to time. Allowances and perquisites will be valued as per Income Tax Rules, wherever applicable, and at actual cost to e Company in oer cases. In view of his experience and invaluable contribution made towards e grow of e Company and on recommendation of e Remuneration & Compensation Committee, e Board of Directors in eir meeting held on May 23, 2017 has considered and approved e proposal for increase in e remuneration of Mr. Upinder Zutshi, Managing Director & CEO of e Company for e financial year on e same terms and conditions wi revised remuneration, as approved by e members in eir annual general meeting held on August 30, 2013 which are detailed above under Item No. 4. Now, e Board of Directors recommended e resolution as set out in item No. 4 for approval of e Members of e Company by way of an Ordinary Resolution for revision in payment of remuneration. Except Mr. Upinder Zutshi or his relatives, none of e Directors and Key Managerial Personnel of e Company or eir relatives is concerned or interested financially or oerwise, in e resolution set out at Item No. 4. Additional details as per Secretarial Standard-2 are given below: Date of Bir Age Date of first appointment on e Board Qualifications Experience Terms and conditions of appointment or re-appointment along wi details of remuneration sought to be paid Last drawn remuneration, if applicable Shareholding in e company as on March 31, 2017 Relationship wi oer Directors, Manager and oer Key Managerial Personnel of e company The number of Meetings of e Board attended during e year Oer Directorships, Membership/Chairmanship of Committees of oer Boards as on March 31, 2017 April 24, Years April 01, 2008 BE (Hons) 33 Years As stated under item no.4 of is notice Lakhs p.m. and Performance Bonus of 2.03 Crores. 1,051,731 Equity Shares of 10/- each comprising 3.18% of e total share capital of e Company. None 5 1. Infinite Techmind Limited, Director 2. Infinite Techdata Limited, Director 3. Infinite Tech Ventures Limited, Director 4. India Comnet International Private Limited, Director 5. Mustaani Exports Imports And Retail Private Limited (OPC), Director 6. Primasource Products And Services Private Limited, Director 08 Notice for AGM

9 TM Form No. MGT 11 PROXY FORM [Pursuant to section 105(6) of e Companies Act, 2013 and Rule 19(3) of e Companies (Management and Administration) Rules, 2014] INFINITE COMPUTER SOLUTIONS (INDIA) LIMITED Regd Office: 155, Somdutt Chambers II, 9, Bhikaji Cama Place, New Delhi Corporate Office: 157, EPIP Zone, Phase II, Whitefield, Bengaluru CIN: L72200DL1999PLC Website: shareholder@infinite.com Phone: , Fax: , CIN Name of e Company Registered Office Name of e Members(s) Registered Address ID Folio No. *DP ID/ *Client ID L72200DL1999PLC Infinite Computer Solutions (India) Limited 155, Somdutt Chambers II, 9, Bhikaji Cama Place, New Delhi : : : : : *For shares held in demat form I/We, being e member(s) of. shares of e above named Company, hereby appoint 1. Name : Address : ID : Signature : or failing him/her 2. Name : Address : ID : Signature :... or failing him/her 3. Name : Address : ID : Signature :... as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at e 18 Annual General Meeting of e Company, to be held on Thursday, September 28, 2017 at a.m. at Sri Saya Sai International Centre, Pragati Vihar, Lodi Road, New Delhi and at any adjournment ereof in respect of such resolutions as are indicated below: Resolution ORDINARY BUSINESS Consider and adopt e Audited Annual Accounts of e Company (including consolidated financial statements) for e financial year ended March 31, 2017, togeer wi e Reports of e Directors and Auditors ereon. Re-appointment of Mr. Sanjay Govil (DIN ) as Director, retiring by rotation and being eligible, offering himself for re-appointment. Appointment of M/s HDSG & Associates, Chartered Accountants (FRN: N) as Statutory Auditors of e Company, to hold office from e conclusion of is meeting till e conclusion of e Twenty Third (23rd) Annual General Meeting of e Company. SPECIAL BUSINESS 4. Revision in payment of remuneration to Mr. Upinder Zutshi, Managing Director & CEO for e year For* Against* Signed is day of., 2017 Signature of Shareholders :. Signature of Proxy holder(s):.. Affix Revenue Stamp Notes: 1. This form of proxy in order to be effective should be duly completed and deposited at e registered office of e Company not less an 48 hours before e commencement of e meeting. 2. A Proxy need not be a member of e Company. 3. No instruments of proxy shall be valid unless a. In case of an individual shareholder, it is signed by him/her or his/her attorney, duly auorized in writing. b. In case of joint holder, it is signed by e shareholder first named in e register or his /her attorney, duly auorized in writing c. In e case of a body corporate, signed by its officer or an attorney duly auorized in writing. 4. The proxy togeer wi a. e power of attorney or oer auority (if any) under which it is signed or b. a copy of e power or auority, certified by a Notary Public or a Magistrate, should be deposited at e registered office of e Company. 5. In e case of joint holders, e vote of e senior who tenders a vote, wheer in person or by proxy, shall be accepted to e exclusion of e vote of e oer joint holders. Seniority shall be determined by e order in which e names stand in e Register of Members. 6. This is only optional. Please put a (X) in e appropriate column against e resolutions indicated in e Box. If you leave e 'For' or 'Against' column blank against any or all e resolutions, your Proxy will be entitled to vote in e manner as he/she inks appropriate. If a member wishes to abstain from voting on a particular resolution, he/she should write Abstain across e boxes against e Resolution. 7. Appointing a proxy does not prevent a member from attending e meeting in person if he so wishes. 8. In case a member wishes his/her votes to be used differently, he/she should indicate e number of shares under e columns For or Against as appropriate. 9. The Proxy should carry its identity proof. duly completed and deposited at e Registered Office of e Company, not less an 48 hours before e commencement of e Annual General Meeting.

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11 TM INFINITE COMPUTER SOLUTIONS (INDIA) LIMITED Regd Office: 155, Somdutt Chambers II, 9, Bhikaji Cama Place, New Delhi Corporate Office: 157, EPIP Zone, Phase II, Whitefield, Bengaluru CIN: L72200DL1999PLC Website: Phone: , Fax: , Date : September 28, 2017 (Thursday) Time : 10:30 a.m Venue : Sri Saya Sai International Centre, Pragati Vihar, Lodi Road, New Delhi TH ATTENDANCE SLIP FOR ATTENDING 18 ANNUAL GENERAL MEETING Regd. Folio No : No. of Shares held : *DP ID No : *Client ID No : *For shares held in demat form I certify at I am a member/ proxy for e member(s) of e Company. I hereby record my presence at e 18 Annual General Meeting of e Company on Thursday, September 28, 2017 at a.m. at Sri Saya Sai International Centre, Pragati Vihar, Lodi Road, New Delhi Member's/Proxy's name in Block Letters.... Signature of Member/Proxy Note: Please fill up is attendance slip and hand over at e Attendance Verification Counter at e entrance of e Meeting Hall. Person attending e meeting is requested to bring is Attendance Slip and Annual Report wi him/her. Duplicate Attendance Slip and Annual Report shall not be issued at e Annual General Meeting.

12 Infinite Computer Solutions (India) Limited Sri Saya Sai International Centre, Pragati Vihar, Lodi Road, New Delhi