Compuage Infocom Ltd — AGM Information 2018

Aug 28, 2018

28th August 2018

To, The Corporate Services Dept. BSE Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001.

National Stock Exchange of India Ltd., Exchange Plaza, C-I, Block G, Bandra Kurla Complex, Bandra (E), Mumbai — 400 051

Security Code: 532456 ISIN: INEO7OCO1O3Z

Symbol: COMPINFO

Sub: Notice of 19th Annual General Meeting

Dear Sir/ Ma'am,

Please find enclosed herewith Notice of the 19th Annual General Meeting of the Company for the financial year ended 31st March 2018.

Kindly take the document on record and oblige.

Thanking you,

Yours faithfully, For Compuage Infocom Ltd.

Disha Shah Company Secretary

Place: Mumbai

End: As above

0-601/602 & G.6011602, Lotus corporate Park. Graham Mn Steel Cornpotnd. Western expess Hghwav. Go'egao9 (E), VLjrtbai — 400 063 'nd!a Ph:—91-22-671' 4444 Fcx:+91-22-6711 4445 infoconpua gem d a . c cm wcompuageindia.c0m ON: L99999MH1999PLC135914

Notice

Notice is hereby given that the Nineteenth Annual General Meeting of the Members of Compuage Infocom Limited will be held on Friday, 28th day of September 2018 at 10.00 A.M. at Victoria Memorial School for Blind, Tardeo Road, Opp. Film Centre, next to Girnar Tower, Mumbai – 400034 to transact the following business:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2018 and the reports of the Directors and the Auditors thereon.
• 1. To declare a dividend on Equity shares for the financial year ended March 31, 2018.
• 1. To appoint a Director in place of Mr. Bhavesh H. Mehta (DIN: 00740861), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

4 To appoint Branch Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 143(8) and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, (the Rules), (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company be and are hereby authorised to appoint Branch Auditors, AAA Assurance PAC, Public Accountants and Chartered Accountants, Singapore, having Co. Registration No.201408818E to audit the accounts in respect of the Company's branch office located at Singapore and to fix their terms and conditions of appointment and remuneration, plus taxes, as may be applicable, and reimbursement of all out-of-pocket expenses in connection with the audit of the accounts of the branch office outside India for the year ending March 31, 2019 as may be mutually agreed upon by the Board of Directors and the Accountants."

1. To approve the aggregate annual remuneration payable to the Promoter - Executive Directors / Members of the Promoter Group exceeding 5% of the Net Profits of the Company calculated as per Section 198 of the Companies Act, 2013, and in this regard to pass, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to sub regulation 6 (e) of Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, approval be and is hereby accorded to pay the aggregate annual remuneration to the existing Promoters Executive Directors/Members of the Promoter Group exceeding 5 per cent of the Net Profits of the Company calculated as per Section 198 of the Companies Act, 2013 for the remaining tenure.

RESOLVED FURTHER THAT any Director and/or Company Secretary of the Company be and is hereby severally authorized to do all such acts and take such steps as may be necessary, proper or expedient to give effect to this resolution."

By order of the Board For Compuage Infocom Limited,

Place: Mumbai Disha Shah

Sd/- Date: August 10, 2018 Company Secretary

Registered Office:

D- 601/602 & G – 601/602, Lotus Corporate Park, Graham Firth Steel Compound, Western Express Highway, Goregaon (E), Mumbai – 400 063, India. CIN: L99999MH1999PLC135914 E-mail: investors.relations@compuageindia.com

NOTES:

• 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, is annexed hereto.
• 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETINGIS ENTITLEDTOAPPOINTAPROXYTOATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY TO BE EFFECTIVE SHOULD BE LODGED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

Corporate members intending to send their authorized representative to attend the meeting are requested to send a certified true copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the meeting.

Pursuant to Section 105, a person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. A Member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

• 1. The Register of Members and the Share Transfer Books of the Company will remain close from Friday, September 21, 2018 to Friday, September 28, 2018 (both days inclusive) for the purpose of declaration of dividend, if any, approved by the Members.
• 1. The Dividend for the year ended March 31, 2018 as recommended by the Board, if approved by the Members at the Annual General Meeting will be paid on or after September 29, 2018 to those members whose names appear in the Company's Register of Members on September 20, 2018. In respect of shares in electronic form, the dividend will be payable on the basis of beneficial ownership as per the details furnished by the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for this purpose.
• 1. Details under Regulation 36 of the SEBI Listing Regulations, 2015, with the Stock Exchange in respect of the Directors seeking appointment/re-appointment at the Annual General Meeting, forms integral part of the notice. The Directors have furnished the requisite declarations for their appointment / re-appointment.
• 1. Electronic copy of the 19th Annual Report 2017- 18, inter alia, indicating the process and manner of e-voting along with the Proxy Form is being sent to all the Members whose email IDs are registered with the Company/ Depository Participant(s) for communication purposes unless any Member has requested for a hard copy of the same. For the Members who have not

registered their email address, physical copies of the Notice of the 19th Annual Report 2017-18, inter alia, indicating the process and manner of e-voting along with Attendance Slip and Proxy Form has been sent in the physical mode.

• 1. Members are requested to :
  • i. Write to the Company at least 7 days before the date of the meeting, in case they desire any information as regards the Audited Accounts for the financial year ended March 31, 2018, so as to enable the Company to keep the information ready.
  • ii. Bring their copy of the Annual Report, Attendance slip and their photo identity proof at the Annual General Meeting.

Members who hold shares in dematerialized form are requested to write their client ID and DP ID and those who hold shares in physical form are requested to write their Folio Number in the Attendance Slip for attending the Meeting.

• iii. Intimate to the Registrar & Transfer Agent (R&TA) of the Company immediately, about any change in their address, where the shares are held in electronic form, such change is to be informed to the Depository Participant (DP) and not to the Company / R&TA.
• iv. Quote Registered Folio no. or DP ID/Client ID no. in all their correspondence.
• v. Approach the R&TA of the Company for consolidation of folios.
• vi. Avail Nomination facility by filing in form SH-13 in accordance with Section 72 of the Companies Act, 2013 and forward the same to the R&TA, if not done. (Applicable for those holding shares in physical form).
• vii. Send all share transfer lodgments (physical mode)/ correspondence to the R&TA of the Company, Link Intime India Private Limited upto the date of book closure.

LINK INTIME INDIA PRIVATE LIMITED

C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai – 400 083.

viii. Convert their physical holding into demat mode as w.e.f. 5th December 2018, no transfer requests will be accepted for shares held in physical mode. Only transmission and transposition requests will be considered.

• 1. Members holding shares in electronic form are hereby informed that the bank particulars registered against their respective depository accounts will be used by the Company for the payment of dividend. The Company or its Registrars and Transfer Agents, LINK INTIME INDIA PRIVATE LIMITED cannot act on any request received directly from the Members holding shares in electronic form for any change in address, change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the Members.
• 1. The Company's shares are listed on BSE Limited and National Stock Exchange of India Limited and applicable listing fees have been paid upto the date.
• 1. All the documents referred to in the Notice are open for inspection at the Registered Office of the Company between 11:00 a.m. to 3:00 p.m. on all working days except Sundays, 1st and 2nd Saturdays and Public Holidays until the date of the Annual General Meeting or any adjournment(s) thereof.
• 1. Pursuant to the provisions of Section 123 of the Companies Act, 2013 and Section 205A of the Companies Act, 1956, the following dividends which remain unpaid and unclaimed for a period of seven years will be due for transfer to the Investor Education and Protection Fund (IEPF or Fund) of the Central Government:

Dividend	Date ofdeclaration ofDividend	Due date fortransfer to IEPF
2010-11 (Final)	29.07.2011	26.09.2018
2011-12 (Interim)	11.11.2011	01.09.2018
2011-12 (Final)	30.08.2012	28.10.2019
2012-13 (Final)	07.09.2013	07.11.2020
2013-14 (Final)	23.08.2014	21.10.2021
2014-15 (Final)	25.09.2015	23.11.2022
2015-16 (Final)	24.09.2016	29.11.2023
2016-17 (Final)	23.09.2017	25.11.2024

Shareholders who have not encashed the dividend draft(s) are requested to return the unclaimed/ unpaid dividend draft(s) for revalidation or write to the Company's Registrar & Share Transfer Agent at the above address to obtain duplicate dividend draft, immediately.

• 1. Members are requested to note that the dividend which remains Unclaimed / Unpaid for a period of seven years from the date of transfer to the Company's Unpaid Dividend Account, will as per Section 125 of the Companies Act, 2013 (Section 205A & 205 C of the erstwhile Companies Act, 1956), be transferred to the Investor Education and Protection Fund (IEPF).
• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account

Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat account. Members holding shares in physical form shall submit their PAN details to Link Intime India Private Limited.

• 1. Members may also note that the electronic copy of the Notice of the 19th Annual General Meeting and the Annual Report 2017-18 will be available on the Company's website, www.compuageindia.com. The physical copies of the aforesaid documents will also be available at the Company's registered office for inspection during normal business hours on working days. Members who require communication in physical form in addition to e-communication, or have any other queries, may write to us: investors.relations@ compuageindia.com
• 1. Voting through Electronic means:
• I. In compliance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the Members using an electronic voting system from a place other than venue of the AGM ("remote e-voting") will be provided by National Securities Depository Limited (NSDL).
• II. The facility for voting through ballot paper shall be made available at the AGM and the Members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.
• III. The Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.
• IV. The remote e-voting period commences on Tuesday, September 25, 2018 (9:00 am) and ends on Thursday, September 27, 2018 (5:00 pm). During this period, Members' of the Company holding shares either in physical form or in dematerialized form, as on the cutoff date of September 21, 2018, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

V. The Members who have registered their email Id with the Company/RTA/Depository Participants will receive an email from NSDL while the Members who have not registered their email Id will receive a physical copy of Annual Report along with Attendance Slip of the 19th AGM wherein EVEN no, User ID and Password will be provide. The process and manner for remote e-voting is as under:

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1 : Log-in to NSDL e-Voting system at https:// www.evoting.nsdl.com/

Step 2 : Cast your vote electronically on NSDL e-Voting system.

Details on Step 1: Log-in to NSDL e-Voting website is mentioned below:

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www. evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
• 1. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https:// eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of holding sharesi.e. Demat (NSDL or CDSL)or Physical	Your User ID is:
a) For Members who holdshares in demat accountwith NSDL.	8 Character DP ID followed by8 Digit Client IDFor example if your DP IDis IN300*** and Client ID is12****** then your user ID isIN30012***.
b) For Members who holdshares in demat accountwith CDSL.	16 Digit Beneficiary IDFor example if your BeneficiaryID is 12************** thenyour user ID is 12**************
c) For Members holdingshares in Physical Form.	EVEN Number followed byFolio Number registered withthe companyFor example if folio numberis 001*** and EVEN is 101456then user ID is 101456001***

• 1. Your password details are given below:
• a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
• c) How to retrieve your 'initial password'?
• (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
• (ii) If your email ID is not registered, your 'initial password' is communicated to you on your postal address.
  • 1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
• a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www. evoting.nsdl.com.
• b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.
  • 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
  • 1. Now, you will have to click on "Login" button.
  • 1. After you click on the "Login" button, Home page of e-Voting will open.

Details on Step 2: Cast your vote electronically on NSDL e-Voting system is given below:

• 1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
• 1. After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Shareholders

• 1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to bhattvirendra1945@ gmail.com or bhattvirendra1945@yahoo.co.in with a copy marked to evoting@nsdl.co.in.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. 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 www.evoting.nsdl.com

or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in

• VI. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.
• VII. 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).
• VIII. The voting rights of Members shall be in proportion to their shares of the paid up Equity Share Capital of the Company as on the cut-off date of September 21, 2018.
• IX. Any person, who acquires shares of the Company and become Member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. August 17, 2018, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or rnt. helpdesk@linkintime.co.in.

However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

• X. A Member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.
• XI. A person, whose name is recorded in the register of Members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.
• XII. Mr. Virendra G. Bhatt, Practicing Company Secretary, (C.P. No.124) has been appointed for as the Scrutinizer for providing facility to the Members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.
• XIII. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of "Ballot Paper" or "Polling Paper" for all those Members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.
• XIV. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two

witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

XV. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www.compuageindia.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the Stock Exchanges.

DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AS REQUIRED UNDER REGULATION 36 OF THE SEBI (LODR) REGULATIONS, 2015:

Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Bhavesh H. Mehta (DIN: 00740861) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible offers himself for reappointment. Re-appointment at the AGM as a Director retiring by rotation would not constitute break in his appointment as Whole-time Director.

Mr. Bhavesh H. Mehta, aged 45 is a Whole-Time Director at Compuage Infocom Limited (hereinafter referred to as "CIL"). He is a M. Com Graduate holding Master's degree in Commerce with a specialization in marketing with expertise in the areas of Operations and Supply Chain Management. He joined CIL in October 2000 and has experience of more than 21 years in the IT Distribution Business. He has been a part of the core team and key managerial person that has enabled CIL to expand over the years.

In his long career with CIL since joining in the year 2000, apart from being responsible for Operations & Supply Chain Management, he advises on Business and Sales Strategies which leads to the company's growth. He has taken many challenging roles and responsibilities for driving growth in the company which includes constant endeavor to improve the systems and process, enhancing productivity and bringing new relationships on the table for the Company.

Companies (other than Compuage Infocom Limited) in which Mr. Bhavesh H. Mehta holds Directorship and Committee membership.

Directorship

He does not act as a Director on the Board of any other company.

Chairperson of Board Committees

None

Member of Board Committees

Corporate Social Responsibility Committee of Compuage Infocom Limited.

Shareholding in the Company

As on March 31, 2018, Mr. Bhavesh H. Mehta holds 14243880 Equity Shares of the Company.

In view of the above, the Board recommends his reappointment.

EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

ITEM NO. 5:

Securities and Exchange Board of India vide its notification dated 9th May 2018 amended sub-regulation 6, of Regulation 17 of Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements) (Amendment) Regulations, 2018 by inserting new clause (e).

As per the amendment, if the aggregate annual remuneration payable to more than one Executive Director who belongs to the Promoter or is a Member of the Promoter Group, exceeds 5% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013 then approval of the Shareholders by way of Special Resolution is required. Such approval of the Shareholders under this provision shall be valid only till the expiry of the term of such Director. The said amendment shall come into force with effect from April 1, 2019.

The Company sought Members approval at the 18th Annual General Meeting of the Company for re-appointment of Mr. Atul Mehta, Managing Director and Mr. Bhavesh Mehta, Whole-time Director with annual remuneration of 168.00 Lakhs each, aggregating to 336.00 Lakhs, for a tenure of 3 (three) year commencing from September 8, 2017 to September 7, 2020 and October 18, 2017 to October 17, 2020, respectively.

As on March 31, 2018, 5% the Net Profit calculated as per Section 198 of the Companies Act, 2013, comes to `176.87 Lakhs. Since, the annual remuneration payable to Executive Directors i.e. Mr. Atul Mehta, Managing Director and Mr. Bhavesh Mehta, Whole-time Director, exceeds 5% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013, it is necessary to obtain approval of the Members.

In view of the above, the Board recommends the Special Resolution at item no.5 as set in the accompanying notice for the approval of Members.

Except Mr. Atul Mehta and Mr. Bhavesh Mehta, none of Directors/Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested in this resolution.

By order of the Board For Compuage Infocom Limited,

Place: Mumbai Disha Shah Date: August 10, 2018 Company Secretary

Sd/-

Source: Google Map

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COMPUAGE INFOCOM LIMITED

E-COMMUNICATION REGISTRATION FORM

C 101, 247 Park,L B S Marg, Vikhroli West,Mumbai - 400 083.
Dear Sir/Madam,	REF: Green Initiative in Corporate Governance
sending communication through e-mail.	I agree to receive all communication from the Company in electronic mode. Please register my e-mail id in your records for
Folio No.	:_______________________________________________________________________________________
DP ID	:_______________________________________________________________________________________
Client ID	:_______________________________________________________________________________________
PAN	:_______________________________________________________________________________________
Name of 1st Registered Holder	:_______________________________________________________________________________________
Name of Joint Holder(s)	:_______________________________________________________________________________________
Registered Address	:_______________________________________________________________________________________
E-mail ID	:_______________________________________________________________________________________
Date	:_______________________________________________________________________________________
Signature of the first holder	:_______________________________________________________________________________________

1. The form is also available on the website of the Company www.compuageindia.com

2. Shareholders are also requested to keep RTA informed as and when there is any change in the e-mail address.

Unless the email Id given above is changed by you by sending another communication in writing, the RTA will continue to send the notices/documents to you on the above mentioned e-mail ID.

COMPUAGE INFOCOM LIMITED

CIN: L99999MH1999PLC135914

Regd Office: D-601/602 & G-601/602, Lotus Corporate Park, Graham Firth Steel Compound, Western Express Highway, Goregaon (East), Mumbai – 400 063. Tel: 022-6711 4444. Fax: 022-6711 4445 Email: investors.relations@compuageindia.com | website: www.compuageindia.com

ATTENDANCE SLIP

(To be presented at the entrance) Annual General Meeting of the Company held on Friday, 28th September 2018 at 10.00 a.m. at Victoria Memorial School for Blind, Tardeo Road, Opp. Film Centre, Mumbai- 400034.

Folio No.	:	_______________________________________________________________________________________
DP ID	:	_______________________________________________________________________________________
Client ID	:	_______________________________________________________________________________________
Name of the Member	:	_______________________________________________________________________________________
Signature of the Member	:	_______________________________________________________________________________________
Name of the Proxyholder	:	_______________________________________________________________________________________
Signature of the Proxyholder	:	_______________________________________________________________________________________

Notes:

1. Only Member/Proxyholder can attend the Meeting.

2. Member/Proxyholder should bring his/her copy of the Annual Report for reference at the Meeting.

COMPUAGE INFOCOM LIMITED

CIN: L99999MH1999PLC135914

Regd Office: D-601/602 & G-601/602, Lotus Corporate Park, Graham Firth Steel Compound, Western Express Highway,

Goregaon (East), Mumbai – 400 063. Tel: 022-6711 4444. Fax: 022-6711 4445

Email: investors.relations@compuageindia.com | website: www.compuageindia.com

Form No. MGT-11

Proxy Form

[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN : L99999MH1999PLC135914 Name of the Company : COMPUAGE INFOCOM LIMITED Registered office : D-601/602 & G-601/602, Lotus Corporate Park, Graham Firth Steel Compound, Western Express Highway, Goregaon (East), Mumbai – 400 063.

Name of the Member(s)	:
Registered address	:
E-mail Id:		Folio No/ Client Id:	DP ID:

I / We, being the Member(s) of _________ shares of the above mentioned Company, hereby appoint

1. Name	:	____________________________________________________________________________________________________________
Address	:	____________________________________________________________________________________________________________
E-mail Id	:	____________________________________________________________________________________________________________
Signature	:	________________________________________________________________________________________, or failing him/her
2. Name	:	____________________________________________________________________________________________________________
Address	:	____________________________________________________________________________________________________________
E-mail Id	:	____________________________________________________________________________________________________________
Signature	:	________________________________________________________________________________________, or failing him/her
3. Name	:	____________________________________________________________________________________________________________
Address	:	____________________________________________________________________________________________________________
E-mail Id	:	____________________________________________________________________________________________________________
Signature	:	________________________________________________________________________________________, or failing him/her

as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the Nineteenth Annual General Meeting of the Company, to be held on Friday, 28th day of September 2018 at 10:00 am at Victoria Memorial School for Blind, Tardeo Road, Opp. Film Centre, Mumbai- 400034 thereof in respect of such resolutions set out in the Notice convening the meeting, as are indicated below:

Resolution No.	Particulars of resolution
1.	To receive, consider and adopt the Audited Financial Statements for the year ended March 31, 2018
2.	To declare a dividend on Equity Shares
3.	To appoint a Director in place of Mr. Bhavesh H. Mehta (DIN: 00740861), who retires by rotation andbeing eligible, offers himself for re-appointment
4.	To appoint Branch Auditors and fix their remuneration.
5.	To approve the aggregate annual remuneration payable to the Promoter-Executive Directors/ Membersof the Promoter Group exceeding 5% of the Net Profits of the Company calculated as per Section 198 ofthe Companies Act, 2013.

Signed this __________________________________ day of ________________ 2018
		Affix a

Signature ________________________________________________________________

Signature of Proxy holder ________________________________________________

One Rupee Revenue Stamp

Note:

This form of proxy in order to be effective should be duly completed and deposited at the registered office of the Company, not less than 48 hours before the commencement of the meeting.