Alldigi Tech Limited — Proxy Solicitation & Information Statement 2020

May 24, 2020

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May 24, 2020
Listing Department,	Listing Department,
BSE Ltd.,	National Stock Exchange of India Limited,
Phiroze Jeejeebhoy Towers,	“Exchange Plaza”,
Dalal Street,	Bandra-Kurla Complex, Bandra (East),
Mumbai-400 001	Mumbai-400 051
Scrip Code: 532633	Symbol: ALLSEC

Sub.: Submission of Postal Ballot Notice

Dear Sir / Madam,

We wish to inform that Allsec Technologies Limited (the ‘Company’) is seeking consent of the Shareholders of the Company to consider and pass following matters by way of remote electronic voting (E-Voting):

Sr. No.	Businesses to be transacted through Postal Ballot	Resolution required
1.	Approval for reclassification of Mr. Ramamoorthy Jagadish and Mr. Adiseshan Saravanan from ‘Promoter and Promoter Group’ category to ‘Public’ category	Ordinary resolution

In this regard, please find enclosed herewith the Postal Ballot Notice dated May 18, 2020 together with the Explanatory Statement.

The copy of the said Postal Ballot Notice has been uploaded on the website of the Company at www.allsectech.com.

Please note that the Results of Postal Ballot will be declared not later than 48 hours of conclusion of voting through E-Voting i.e. on or before Thursday, June 25, 2020.

Please take the above on record and acknowledge receipt of the same.

Thanking you,

Yours faithfully,

For Allsec Technologies Limited

Gagan Preet Singh

Gagan Preet Singh DGM-Legal & Company Secretary

Encl.: as above

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ALLSEC TECHNOLOGIES LTD.

Regd. Office : 46-C, Velachery Main Road, Velachery, Chennai – 600 042. Tel.: +91.44.4299 7070 web: www.allsectech.com

Corporate Identity Number : L72300TN1998PLC041033, Email : contactus@allsectech.com

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ALLSEC TECHNOLOGIES LIMITED CIN: L72300TN1998PLC041033 Registered Office: 46C, Velachery Main Road, Velachery, Chennai-600042 Website: www.allsectech.com, e-mail: investorcontact@allsectech.com Tel: 044 4299 7070

POSTAL BALLOT NOTICE

Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and the MCA Circulars (as defined below)

Dear Member(s),

Notice is hereby given pursuant to the provisions of Section 110 and other applicable provisions if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Management and Administration) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) (“the Rules”) Secretarial Standard issued by Institute of Company Secretaries of India on General Meetings („ SS-2 ‟), (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), (including any statutory modifications, clarifications, substitutions or re-enactment thereof for the time being in force), for seeking consent of the members of Allsec Technologies Limited („the Company‟ or „Allsec‟), to pass the proposed resolution mentioned below as an Ordinary Resolution through Postal Ballot by way of remote electronic voting (e-voting).

In view of the pandemic situation of COVID-19 and pursuant to the guidelines and notification issued by the Ministry of Home Affairs, Government of India and in light of circulars issued by the Ministry of Corporate Affairs, Government of India (the „ MCA ‟) vide its General Circular No.14/2020 dated April 08, 2020 and General Circular No.17/2020 dated April 13, 2020 (the „ MCA Circulars ‟) and pursuant to Section 110 of the Companies Act and the Rules made thereunder, the Company proposes for passing of resolution as per this Postal Ballot Notice. In terms of said Section of the Companies Act and the Rules, a company may, and in case of resolutions relating to such business as the Central Government may, by notification, declare to be conducted only by Postal Ballot, shall, get any resolution (other than Ordinary Business and any Business in respect of which Directors or Auditors have right to be heard at any meeting) passed by means of Postal Ballot, instead of transacting the business in general meeting of the Company.

In terms of the MCA Circulars, in view of the current extraordinary circumstances due to COVID-19 pandemic requiring social distancing, companies are advised to take all decisions requiring Members‟ approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of Postal Ballot/ E-voting in accordance with the provisions of the Companies Act and Rules made thereunder, without holding a general meeting that requires physical presence of Members at a common venue. The MCA has clarified that for Companies that are required to provide E-voting facility under the Companies Act, while they are transacting any business(es) only by Postal Ballot upto June 30, 2020 or till further orders, whichever is earlier, the requirements provided in Rule 20 of the Rules as well as the framework provided in the MCA Circulars will be applicable mutatis mutandis. Further, the Company will send Postal Ballot Notice by e-mail to all its Members who have registered their e-mail addresses with the Company, their Registrars and Transfer Agents or Depository/ Depository Participants and the communication of assent/ dissent of the Members will

only take place through the E-voting system. This Postal Ballot is accordingly being initiated in compliance with the above MCA Circulars.

In compliance with the requirements of the MCA Circulars, hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot.

The explanatory statement pertaining to the said resolution, pursuant to Section 102(1) of the Act setting out all material facts is appended herewith for your consideration. You are requested to record your assent or dissent by means of E-Voting system only provided by the Company.

The Board of Directors of the Company (the Board) has appointed Mr. A. Mohan Kumar (FCS 4347) Proprietor, M/s. Mohan Kumar & Associates, Practicing Company Secretaries, Chennai as Scrutinizer for conducting the postal ballot and e-voting in a fair and transparent manner.

Members are requested to read the instructions pertaining to e-voting in the notes provided in this notice. The e-voting module will be disabled / blocked after the business hours i.e. on 5.00 PM on 23[rd] June, 2020 for voting by the Members.

The Scrutinizer, after completion of scrutiny, will submit his report to the Chairman or any Director or in their absence to the Company Secretary of the Company, as may be authorized by the Board in this regard. On or before 25[th] June, 2020, the result of the Postal Ballot will be announced by the Chairman or any person authorised by the Chairman in writing, at the Company‟s registered office at 46C, Velachery Main Road, Velachery, Chennai-600042. The results, together with the Scrutinizer‟s report, will be displayed at the registered office and on the website of the Company i.e., www.allsectech.com besides being communicated to BSE Limited and the National Stock Exchange of India Limited on which the shares of the Company are listed.

The resolution for the purpose as stated herein below is proposed to be passed by Postal Ballot:

RESOLUTION:

Item No. 1- Approval for reclassification of Mr. Ramamoorthy Jagadish and Mr. Adiseshan Saravanan from „Promoter and Promoter Group‟ category to „Public‟ category

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to Regulation 31A and other applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) (the SEBI LODR Regulations) and other applicable laws and subject to approval from stock exchanges where the securities of Allsec Technologies Limited (the Company) are listed (the Stock Exchanges) and other appropriate Statutory or Regulatory authority(ies) as may be required, the consent of the Shareholders of the Company be and is hereby given to re-classify the status and shareholding of Mr. Ramamoorthy Jagadish and Mr. Adiseshan Saravanan from „Promoter and Promoter Group‟ category to „Public‟ category in the shareholding pattern of the Company, records and / or disclosures.

S. No.	Members seeking reclassification as **“Public” shareholder **	No. of shares held	% of total shares
1	Mr.Ramamoorthy Jagadish	380,958	2.50%
2	Mr. Adiseshan Saravanan	380,958	2.50%

RESOLVED FURTHER THAT as may be necessary or on approval from Stock Exchanges and other Statutory and Regulatory Authority(ies) as may be required for reclassification, the Company shall give effect to such reclassification in the shareholding pattern from the immediate succeeding quarter under Regulation 31 and applicable provisions of SEBI Listing Regulation / applicable laws and in other records, filings etc. as may be relevant or necessary from such date as may be appropriate.

RESOLVED FURTHER THAT any of the Directors or the Company Secretary of the Company be and are hereby severally authorized to submit the applications for reclassification to the Stock Exchanges where the securities of the Company are listed and any other Statutory or Regulatory Authority(ies) as may be required in this regard, represent and sign necessary applications, documents, undertaking etc. and to take such steps expedient or desirable to give effect to this resolution and further to do all such acts, deeds, matter or things as may be necessary and to settle any questions, difficulties or doubts that may arise in this regard and obtain any approvals, permissions or sanctions which may be necessary or desirable, as they may think.

RESOLVED FURTHER THAT copy of this resolution certified by any one Director or Company Secretary be provided to the concerned person(s) as may be necessary.‟‟

By Order of the Board of Directors For Allsec Technologies Limited

Place: Chennai Date: May 18, 2020

Sd/Gagan Preet Singh DGM-Legal & Company Secretary

Allsec Technologies Limited 46C, Velachery Main Road, Velachery, Chennai-600042 Tel: +91-40-4299 7070 Email: investorcontact@allsectech.com Website: www.allsectech.com

NOTES:

1. Statement pursuant to the provisions of Section 102(1) of the Companies Act, 2013 is annexed and forms part of this Notice.

2. Members may note that the Postal Ballot Notice will be available on the Company‟s website www.allsectech.com and shall also be available on the website of KFin viz. www.kfintech.com.

3. Members who have not registered their e-mail addresses with either the Company‟s RTA or their Depository participant (DP) are requested to register the same with the RTA in accordance with the process specified herein below at point no. 13, for procuring user id and password and registration of e-mail ids for E-voting for the resolutions set out in this Postal Ballot Notice.

4. In compliance with Section 108 of the Companies Act, 2013, the Rules made thereunder and in terms of Regulation 44 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing members a facility to exercise their right to vote on the postal ballot by electronic means through remote e-voting services. The instructions for electronic voting are annexed to the Notice. The Company has availed the services of KFin Technologies Private Limited for providing the necessary remote e- voting platform to the members of the Company.

5. The Postal Ballot Notice is being sent by e-mail to all the Members of the Company, whose names appear in the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) as on 15th May, 2020 (cut-off date) and who have registered their e-mail addresses in respect of electronic holdings with the Depositories through the concerned Depository Participants and in respect of physical holdings with the Company‟s Registrar and Share Transfer Agent i.e. KFin Technologies Private Limited. Each Member‟s voting rights shall be in proportion to his/ her share of the PaidUp Equity Share Capital of the Company as on cut-off date, which will only be considered for voting.

6. e-voting.

7. The Board of Directors has appointed Mr. A. Mohan Kumar (FCS 4347) Proprietor, M/s. Mohan Kumar & Associates, Practicing Company Secretaries, Chennai, as Scrutinizer to scrutinize E- voting process and conducting the Postal Ballot process in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose.

8. The e-voting period shall commence on 25th May, 2020 at 9.00 AM and ends on 23[rd] June, 2020 at 5.00 PM. Please note that E-voting module will be disabled for voting by RTA KFin Technologies Private Limited after the said date and time. Once the vote on a resolution is cast by a shareholder, it cannot be changed subsequently.

9. The Scrutinizer shall prepare Scrutinizer‟s Report on the total votes cast in favour or against or abstained, if any. The Scrutinizer will submit his report to the Chairman of the Company or any person authorized by him, after completion of scrutiny of votes received through E-voting. The results of the Postal Ballot will be announced on or before Thursday, 25[th] June, 2020. The results of the Postal Ballot will be posted on the Company‟s website www.allsectech.com and on KFIN‟s E-voting website https://evoting.karvy.com and will also be communicated to the Stock Exchanges where the Company‟s shares are listed. In the event that the national lockdown on account of COVID-19 situation is eased off and the Company‟s offices are open for business, the Company will also display the results of the Postal Ballot at its Registered Office and the Corporate Office.

10. The resolutions, if approved, shall be deemed to have been duly passed on the last date of e-voting i.e. 23[rd] June, 2020. The resolutions will become effective on and from 23[rd] June, 2020, being the last date for casting the vote.

11. All the documents referred to in this Notice and the Statement pursuant to Section 102 of the Companies Act, 2013, will be posted on the Company‟s website www.allsectech.com to facilitate online inspection of relevant documents until last date of E-voting of this Postal Ballot i.e. Tuesday, 23[rd] June, 2020.

12. As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the Listing Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one Tamil daily newspaper circulating in Chennai (in vernacular language, i.e. Tamil).

To support the “Green Initiative” Members who have not registered their e-mail addresses so far are requested to register their e-mail address with the Company‟s RTA or the Depository Participants, in respect of shares held in physical/ electronic mode respectively.

1. In compliance with the provisions of Section 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder, Regulation 44 of SEBI Listing Regulations, SS-2 and the provisions of the Ministry of Corporate Affairs Circulars, and any amendments thereto, the Company is providing facility for voting by E-voting to all the Members of the Company to enable them to cast their votes electronically on the item mentioned in the Notice. For this purpose, the Company has engaged the services of its RTA viz. KFin Technologies Private Limited and have made necessary arrangements with RTA to facilitate E- voting. In terms of the General Circular No.14/2020 dated April 08, 2020 read with General Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs, Government of India (the „MCA Circulars‟), voting can be done only by E-voting. As the E-voting does not require a person to attend to a meeting physically, the Members are strongly advised to use the E-voting procedure by themselves and not through any other person/ proxies. For e-voting, please read carefully the “Procedure/instructions for e-voting” enumerated herein:

2. A. In case a Member receives an email from KFin [for Members whose email IDs are registered with the Company/Depository Participants (s)]:

3. a) Launch internet browser by typing the URL: https://evoting.karvy.com

4. b) Enter the login credentials (i.e. User ID and password mentioned in the email). In case of physical folio, User ID will be EVEN (E-Voting Event Number) followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFin for e-voting, you can use your existing User ID and password for casting your vote.

5. c) After entering these details appropriately, click on “LOGIN”.

6. d) If you are logging in for the first time, you will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your

password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

• e) You need to login again with the new credentials.

• f) On successful login, the system will prompt you to select the e-voting Event Number for Allsec Technologies Limited.

• g) On the voting page enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

• h) Members holding shares under multiple folios/demat accounts shall choose the voting process separately for each folio/demat accounts.

• i) Voting has to be done for each item of the Notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.

• j) You may then cast your vote by selecting an appropriate option and click on “Submit”.

• k) A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you confirm, you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).

• l) Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email: needamohan@gmail.com. The scanned image of the above mentioned documents should be in the naming format “Corporate NameEvent No.”

B. In case of Members whose email IDs are not registered with the Company/Depository Participants (s)]:

On account of threat posed by COVID-19 and in terms of the MCA Circulars, the Company will send Postal Ballot Notice in electronic form only and hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the E-voting system only. Therefore, those Members who have not yet registered their e-mail address are requested to get their e-mail addresses registered by following the procedure given below:

1. In light of the MCA Circulars, Members who have not registered their e-mail address and in consequence could not receive the E-voting notice may temporarily get their e-mail registered with the Company‟s Registrar and Share Transfer Agent, KFin Technologies Private Limited, by following the registration process as mentioned below:

Electronic folios:

• (a) Visit the link https://karisma.kfintech.com/emailreg

(b) Select the company name i.e. Allsec Technologies Limited.

• (c) Shareholder to enter DPID-CLID / Folio No. and PAN.

• (d) Shareholder to enter the e-mail id and Mobile No.

(e) System check the authenticity of the client id and PAN and send the different OTPs to Mobile and e-mail to Validate.

(f) Shareholder to enter the OTPs received by SMS and e-mail to complete the validation process. (OTPs will be valid for 5 min. Only).

(g) System confirms the e-mail id for the limited purpose of serviced postal ballot notice.

(h) System will send the notice & procedure for E-voting to the e-mail given by shareholder.

Physical folios:

(a) Visit the link https://karisma.kfintech.com/emailreg

(b) Select company name i.e. Allsec Technologies Limited.

(c) Shareholder to enter physical Folio No and PAN.

(d) If PAN is not available in the records, shareholder to enter one of the Certificate No.

(e) Shareholder to enter the e-mail id and Mobile No.

(f) System check the authenticity of the Folio No. and PAN/ Certificate No. and send the different OTPs to Mobile and e-mail to Validate.

(g) Shareholder to enter the OTPs received by SMS and e-mail to complete the validation process. (OTPs will be valid for 5 min. Only).

(h) If PAN is not available in the records, system will prompt to upload the duly signed scan copy of the PAN.

(i) System confirm the registration of e-mail id.

(j) System will send the notice & procedure for E-voting to the e-mail given by shareholder. Post successful registration of the e-mail, the shareholder would get soft copy of the notice and the procedure for E-voting along with the User ID and the Password to enable E-voting for this Postal Ballot. In case of any queries, shareholder may write to einward.ris@kfintech.com.

1. The Portal will remain open for voting from: 09.00 a.m. (IST) on Monday, 25[th] May, 2020 upto 5.00 p.m. (IST) on Tuesday, 23rd June, 2020.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting User Manual for shareholders available at the download section of https://evoting.karvy.com or contact Mr. Anandan K of KFin Technologies Pvt Ltd at 040- 6716 1591 or at 1800 345 4001 (toll free).

3. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

4. i. If e-mail address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.karvy.com, the member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a password.

5. ii. Member may call KFin‟s toll free number 1800-3454-001.

iv. Member may send an e-mail request to evoting@karvy.com.

1. The Scrutinizers decision on validity of the votes shall be final and binding.

2. The Scrutinizer after scrutinising the votes cast through remote e-voting and poll at the meeting, not later than 48 hours from the cut off time of the Postal Ballot i.e. 5.00 pm June 25, 2020, shall make a scrutinizer‟s report and submit the same to the Chairman or any authorised person who shall countersign the same.

The results of the resolutions will be announced by the Company on its website www.allsectech.com and on the website of KFin https://evoting.karvy.com. The results shall also be informed to the Stock Exchanges.

EXPLANATORY STATEMENT ANNEXED TO NOTICE [PURSUANT TO PROVISIONS OF SECTION 102(1) OF THE COMPANIES ACT, 2013]

Item No. 1:

The shareholders are apprised that Conneqt Business Solutions Limited (“the Acquirer”) alongwith Quess Corp Limited (“the PAC”) vide Share Purchase Agreement (“Promoter SPA”) dated April 17, 2019 entered into with Mr. Ramamoorthy Jagadish and Mr. Adiseshan Saravanan, (“Continuing Erstwhile Promoters”) acquired 53,87,155 equity shares from them.

Further, the Acquirer entered in a separate Share Purchase Agreement dated April 17, 2019 with First Carlyle Ventures Mauritius (“ Carlyle ”) (the “ Carlyle SPA ”). Under the terms of the Carlyle SPA, the Acquirers acquired 39,61,940 equity shares from Carlyle on May 29, 2019. Hence under the terms of both the Promoter SPA and Carlyle SPA, Acquirer acquired an aggregate of 93,49,095 equity shares representing 61.35% of the total paid-up capital of the Company.

Pursuant to above and in accordance with Regulation 3(1), 4 and other applicable provisions under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, an open offer was triggered and the Acquirer had acquired 18,33,817 equity shares of the Company from the general public representing 12.04% of the total shareholding of the Company. Consequently the acquirer holds in total 1,11,82,912 equity shares representing 73.39% of the paid up equity capital of the Company.

Further, pursuant to above acquisition, the Acquirer was classified as the Promoter of the Company. It was informed that pursuant to the above referred Promoter SPA and as informed by the Company to the Shareholders of the Company under its Open Offer letter, Mr. Ramamoorthy Jagadish and Mr. Adiseshan Saravanan, Continuing Erstwhile Promoters will be re-classified from „Promoter and Promoter group‟ category to „Public‟ category and accordingly, they have submitted their request for the reclassification. The Company intimated the request received for reclassification to BSE Limited and National Stock Exchange of India Ltd on March 18, 2020 and the letters were shared with the Board.

The shareholding of outgoing promoters is as under:

S. No.	Members seeking reclassification as “Public” shareholder	No. of shares held	% of total shares
1	Mr.Ramamoorthy Jagadish	380,958	2.50%
2	Mr. Adiseshan Saravanan	380,958	2.50%

The shareholders are also informed that the erstwhile promoters seeking reclassification have been fulfilling the conditions specified under the Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and are eligible for the same. The shareholders are further apprised of the fact that the aforementioned outgoing Promoters are not in control and management over the affairs of the Company, neither they have any say in the management decisions. Also, it was noted that none of them have any kind of special rights in the Company.

None of the Directors / Key Managerial Personnel of the Company / their relatives are in any way, concerned or interested, financially or otherwise, in the said Ordinary Resolution, except to the extent of their shareholding interest, if any.

The Board recommends the Ordinary Resolution set out in Item No. 1 of the accompanying Notice for approval by the Members.

By Order of the Board of Directors For Allsec Technologies Limited

Place: Chennai Sd/Date: May 18, 2020 Gagan Preet Singh DGM-Legal & Company Secretary