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Intimation Dated August 22, 2017

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Intimation Dated August 22, 2017 NOTICE NOTICE is hereby given that the TWENTY-NINTH SPECIAL BUSINESS: ANNUAL GENERAL MEETING (AGM) of the members 5. To consider and if thought fit, to pass the following of DATAMATICS GLOBAL SERVICES LIMITED (CIN: resolution with or without modification as anOrdinary L72200MH1987PLC045205) will be held on Thursday, Resolution: September 14, 2017, at 11.00 A.M at Indian Merchant Chamber Hall, IMC Building, IMC Marg, Churchgate, “RESOLVED THAT pursuant to the provisions of Mumbai – 400 020 to transact the following businesses: Sections 196, 197, 203 and other applicable provisions, if any of the Companies Act, 2013 (“Act”), as amended ORDINARY BUSINESS: or re-enacted from time to time, read with Schedule V 1. To receive, consider and adopt: and Rules made thereunder (including any statutory (a) the Audited Standalone Financial Statements of modification or re-enactment thereof, for the time the Company for the financial year ended March being in force), and subject to such other consents, 31, 2017, the reports of the Board of Directors approval, permissions as may be required and as and the Auditors thereon; and recommended by the Nomination & Remuneration Committee and approved by the Board of Directors, (b) the Audited Consolidated Financial Statement consent of the members of the Company be and is of the Company for the financial year ended hereby accorded to re-appoint Mr. Rahul L. Kanodia as March 31, 2017, together with the Reports of the a Whole-Time Director designated as Vice Chairman Auditors thereon. & CEO of the Company for a period of five years with effect from February 22, 2017. 2. To declare Final Dividend on Equity Shares of the Company for the financial year 2016-17. RESOLVED FURTHER THAT Mr. Rahul L. Kanodia’s remuneration be revised w.e.f April 1, 2017 as 3. To appoint a Director in place of Mrs. Asha L. Kanodia mentioned below: (DIN: 00008061), who retires by rotation and being eligible, offers herself for re-appointment. i. Basic Salary : Rs. 57,00,000/- per annum. ii. Personal : Rs. 15,57,400/- per annum as per 4. To consider and if thought fit, to pass the following Allowance/ the rules of the Company. resolution with or without modification as an Ordinary Perks Resolution: iii. House Rent : Rs. 11,40,000/- per annum. “RESOLVED THAT pursuant to the provisions of Allowance Section 139, 142 and other applicable provisions, iv. Medical : Rs. 15,000/- per annum for self if any, of the Companies Act, 2013 read with the and family. Rules framed there under (including any statutory modification(s) or re-enactment thereof for the Notwithstanding the ceiling time being in force), M/s. M. L. Bhuwania and Co. specified in clause 2 above, if LLP, Chartered Accountants (Firm Registration No. reimbursement of expenses 101484W/W100197) be and are hereby appointed under clauses 4 claimed is less as Statutory Auditors of the Company, to hold office than the specified maximum from the conclusion of this AGM till conclusion of the limit, the balance shall be added 34th AGM, subject to ratification by members of the to the personal allowance on an Company at each AGM, at such remuneration plus annual basis. out of pocket expenses as may be determined by the v. Leave Travel : As per the rules of the Company. Board of Directors of the Company in consultation Allowance with the Statutory Auditors. vi. Club : Fees of Club subject to maximum of two clubs. This will RESOLVED FURTHER THAT Dr. Lalit S. Kanodia, include annual membership fee Chairman and/or Mr. Rahul L. Kanodia, Vice Chairman but not admission fee and life & CEO and/or Mr. Sandeep Mantri, Chief Financial membership fee. Officer and/or Ms. Divya Kumat, Sr. VP – Legal & Company Secretary be and are hereby severally vii. Insurance : As per the rules of the Company. authorized to take necessary steps and action as they viii. Leave : Leave with full pay and allowance may think expedient.” as per the rules of the Company. NOTICE ix. Provident : Contribution to Provident Fund/ RESOLVED FURTHER THAT the Board of Directors and/ Fund : Annuity Fund/ Superannuation or any Committee thereof be and is hereby authorized Fund or Allowance as per the from time to time to amend, alter or otherwise vary the rules of the Company. terms and conditions of the re-appointment of Mr. Rahul L. Kanodia including remuneration, provided that such x. Gratuity : Gratuity in accordance with the remuneration shall not exceed the maximum limits for rules of the Company. payment of remuneration as may be admissible to him, xi. Car : Vehicle(s) as per Company rules. within the overall limits specified in the Act, and as existing or as amended, modified or re-enacted from time to time xii. Telephone : Communication facilities as per by the Government of India, as the Board may deem fit. Company rules. xiii. Commission : Upto 1% of the net profits of RESOLVED FURTHER THAT Ms. Divya Kumat, Sr. VP. - the Company as computed in Legal & Company Secretary be and is hereby authorized accordance with the provision of to file necessary forms and returns with the Registrar Sections 198 of the Companies Act, 2013. of Companies, Mumbai, Maharashtra and to take all necessary steps to make effective the said resolution.” RESOLVED FURTHER THAT the gross remuneration to be paid to Mr. Rahul L. Kanodia be increased, augmented and/ By Order of the Board of Directors or enhanced upto 15% per annum, effective from April 01 each year, first such increase to be granted with effect from April 01, 2018. Divya Kumat RESOLVED FURTHER THAT in case of absence or Sr. VP. - Legal & Company Secretary inadequacy of profits for any financial year, Mr. Rahul Place : Mumbai L. Kanodia, shall subject to the approval of the Central Date : June 29, 2017 Government, if any, be paid remuneration by way of salary and perquisites as specified above, subject to Registered Office: the restrictions, if any, set out in Schedule V of the Act Knowledge Centre, Plot No. 58, Street No. 17 (including any statutory modification or re-enactment MIDC, Andheri (E), Mumbai 400 093. thereof, for the time being in force) as may be applicable CIN: L72200MH1987PLC045205 from time to time. Tel: +91(22) 61020000/1/2 | Fax: +91(22)28343669 Website: www.datamatics.com Email: [email protected] NOTICE NOTES: 6. Shareholders are requested to forward their queries 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT on the accounts for the financial year ended March THE AGM IS ENTITLED TO APPOINT A PROXY 31, 2017 to the Company atleast 10 days in advance, TO ATTEND AND VOTE INSTEAD OF HIMSELF/ to enable us to keep the required information available HERSELF/ITSELF AND THE PROXY NEED NOT BE A at the Meeting. MEMBER OF THE COMPANY. Proxies in order to be effective must be received by the Company, not less 7. Members’ attention is particularly drawn to the than 48 hours before the commencement of the “Corporate Governance” section with respect to meeting. unclaimed and unpaid dividends. 2. A person can act as a proxy on behalf of members not 8. Pursuant to the provisions of Sections 101 and 136 exceeding fifty and holding in aggregate not more than of the Act read with the Rules framed thereunder, the ten percent of the total share capital of the Company Notice calling the AGM along with the Annual Report carrying voting rights. A member holding more than 2016-17 were sent through electronic mode to those ten percent of the total share capital of the Company members whose e-mail addresses are registered with carrying voting rights may appoint a single person as the Depository or the Company’s Registrar and Share a proxy and such person shall not act as a proxy for Transfer Agents, unless the members have requested any other person or member. Proxies submitted on for a physical copy of the same. For Members who behalf of the Limited Companies, Societies etc., must have not registered their e-mail addresses, physical be supported by an appropriate resolution/authority copies would be sent through the permitted mode. as applicable. Members are requested to support the Green A Proxy does not have the right to speak at the Initiative by registering/updating their e-mail meeting and can vote only on a poll. addresses with the Depository Participant (in case of shares held in dematerialised form) or with 3. Members may also note that the relevant documents Registrar and Share Transfer Agents (in case of referred to in the accompanying Notice and the shares held in physical form). statement pursuant to Section 102(1) of the Act, are available for inspection during business hours at 9. The Register of Members and Share Transfer Books the Registered Office of the Company on all working of the Company will be closed from Thursday, days upto the date of the AGM and at the AGM venue September 07, 2017 till Thursday, September 14, during the meeting. 2017. 4. Members can avail of the facility of nomination with 10. The dividend, as recommended by the Board, if th respect to shares held by them in physical form approved and declared at the 29 AGM, the payment pursuant to the provisions of Section 72 of the Act, of such dividend will be made on and from Thursday, Members desirous of making a nomination in respect September 14, 2017 to those persons or their of their shareholding in the Company, are requested mandates as under: to submit details to the Registrar and Share Transfer Agents of the Company, in the prescribed Form A. whose names appear as Beneficial Owners as SH-13 for this purpose.
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