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Datamatics Global Services Limited Proxy Solicitation & Information Statement 2023

Jul 6, 2023

61141_rns_2023-07-06_86aa057f-608c-41b7-bd5a-82c2f7c6be69.pdf

Proxy Solicitation & Information Statement

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July 06, 2023

To,

Corporate Communication Department BSE Limited Phiroze Jeejeeboy Towers, Dalal Street, Mumbai – 400 001. BSE Scrip Code: 532528

Listing Department National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051. NSE Code: DATAMATICS

Dear Sir/Ma’am,

Sub: Notice of Meeting of the Equity Shareholders of Datamatics Global Services Limited (“the Company”) convened as per the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench to consider and approve Scheme of Amalgamation for the merger of Delta Infosolutions Private Limited (“Transferor Company”) with and into Datamatics Global Services Limited (“Transferee Company”/ “Company”) and their respective Shareholders (“Scheme”)

Ref: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

This is in continuation to our letter dated July 05, 2023 informing that the Hon’ble National Company Law Tribunal, Mumbai Bench vide its order dated June 22, 2023, has inter-alia , directed the Company to convene a meeting of the equity shareholders of the Company (“Meeting”) through Video Conferencing or other Audio-Visual Means (“VC / OAVM”) on Tuesday, August 08, 2023 at 1:00 p.m. (IST), to consider and approve the subject Scheme.

We hereby enclose a copy of the notice convening the Meeting along with the explanatory statement and other annexures which are being sent to the equity shareholders of the Company (“Notice”).

The Company shall provide the facility of remote e-voting and e-voting during the Meeting to the equity shareholders of the Company in respect of the resolution to be passed at the Meeting. All persons whose names appear in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date i.e., Tuesday, August 01, 2023 shall be entitled to avail the facility of remote e-voting or e-voting during the Meeting. The details for participating and attending the meeting through VC/OAVM and the manner in which equity shareholders of the Company may cast their vote through remote e-voting or e-voting during the Meeting have been set out in the Notice.

Some of the important details regarding remote e-voting are provided below:

Cut-off date for determining the
members entitled to vote
Tuesday, 01 August, 2023
Remote e-voting start date and time Saturday, 05August,2023at09.00A.M. (IST)
Remote e-voting end date and time Monday,07 August,2023 at 05.00 P.M.(IST)
NCLT Meeting (Virtual) Tuesday, 8August,2023at01.00P.M. (IST)

The Notice, along with the explanatory statement and other annexures, is being sent through electronic mode to the equity shareholders whose e-mail IDs are duly registered with the Company or the depositories while a physical copy of the Notice is being sent to all the other equity shareholders.

DATAMATICS GLOBAL SERVICES LTD. Knowledge Centre, Plot 58, Street No. 17, MIDC, Andheri (East), Mumbai - 400 093. INDIA | Tel: +91 (22) 6102 0000/1/2 | Fax : +91 (22) 2834 3669 | CIN: L72200MH1987PLC045205 | [email protected] | www.datamatics.com

==> picture [44 x 44] intentionally omitted <==

The Notice, along with its annexures, is also being made available on the website of the Company at www.datamatics.com and on the website of NSDL at www.evoting.nsdl.com.

We request you to kindly take the same on record.

Thanking you.

Yours faithfully,

For Datamatics Global Services Limited

DIVYA Digitally signed by DIVYA KUMAT Date: 2023.07.06 KUMAT 18:16:10 +05'30'

Divya Kumat EVP, Chief Legal Officer and Company Secretary (FCS: 4611)

Encl. a/a

2

Datamatics Global Services Limited

Regd. Off: Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri (E), Mumbai 400 093. Tel: +91-22-6102 0000/1/2 | Fax: +91-22-2834 3669 | CIN: L72200MH1987PLC045205 Website: www.datamatics.com | Email: [email protected]

NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF DATAMATICS GLOBAL SERVICES LIMITED CONVENED PURSUANT TO THE DIRECTIONS OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMABI BENCH

MEETING DETAILS:

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----- Start of picture text -----

Day Tuesday
Date 8 [th] August 2023
Time 1: 00 PM (IST)
Host Venue Deemed Venue would be Knowledge Centre, Plot No. 58, Street No. 17,
MIDC, Andheri East, Mumbai - 400093
Mode Video conference (VC) and/or other audio and visual means (OAVM)
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REMOTE E-VOTING:

Commencing on Saturday, August 5, 2023, 9:00 AM.(IST)
Ending on Monday, August 7, 2023, 5:00 PM.(IST)

E-VOTING DURING THE MEETING:

E-voting through VC/OAVM facility shall also be available to the equity shareholders of the Company during the meeting.

INDEX

Sl.
No
Contents
Page
No.
Sl.
No
Contents
Page
No.
Sl.
No
Contents
Page
No.
1.
Notice convening Meeting of Equity Shareholders of Datamatics Global
Services Limited (‘the Company’ or ‘the Second Applicant Company)
pursuant to Order dated June 22, 2023 of the Hon’ble National Company
Law Tribunal, Mumbai Bench.
4
2. Explanatory Statement under Section 230 of the Companies Act, 2013 read
with Rule 6 of the Companies (Compromises, Arrangements and
Amalgamations) Rules, 2016 and Section 102 and other applicable
24

1

==> picture [447 x 565] intentionally omitted <==

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provisions of the Companies Act, 2013.
3. Board Resolution approving the Scheme of Amalgamation. 50
(ANNEXURE 1)
4. Pre-scheme shareholding pattern of the First Applicant Company 59
/Transferor Company (ANNEXURE 2).
5. Pre and post-scheme shareholding pattern of the Second Applicant 60
Company (ANNEXURE 3).
6. Audited Financial Statement of Applicant Companies (ANNEXURE 4) 72
7. Report of the Scheme adopted by the Board of Directors ( ANNEXURE 5 ). 175
8. Scheme of Amalgamation (ANNEXURE 6). 185
9. Valuation Report (ANNEXURE 7). 202
10. Certificates from the Statutory Auditor of the Second Applicant Company 215
to the effect that the accounting treatment, if any, proposed in the Scheme is
in conformity with the Accounting Standards prescribed under Section 133
of the Companies Act, 2013 (ANNEXURE 8).
11. Abridged Prospectus for First Applicant Company duly certified by Kunvarji 219
Finstock Private Limited, a SEBI Registered Merchant Banker ( ANNEXURE
9 ).
12. Observation Letters dated August 26, 2022, issued by BSE Limited (‘ BSE’ ) 235
and National Stock Exchange of India Ltd. (“ NSE ”) (ANNEXURE 10).
13. Complaint Report as filed with BSE and NSE by the Second Applicant 241
Company. (ANNEXURE 11)
14. Copy of order dated June 22, 2023 passed National Company Law Tribunal, 247
Mumbai Bench. (ANNEXURE 12)
15. Compliance Report under SEBI (Listing Obligations and Disclosure 259
Requirements) Regulations, 2015 of the Second Applicant Company
(ANNEXURE 13).
----- End of picture text -----

Dated this 5[th] day of July 2023 at Mumbai.

S/d-

Ms. Divya Kumat

Chairperson appointed by Hon’ble NCLT for the Meeting of Equity Shareholders of the

Datamatics Global Services Limited

2

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH

AT MUMBAI

COMPANY SCHEME APPLICATION NO 50 OF 2023

IN THE MATTER OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SECTIONS 230 AND 232 OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF DELTA INFOSOLUTIONS PRIVATE LIMITED AND DATAMATICS GLOBAL SERVICES LIMITED

AND

IN THE MATTER OF THE SCHEME OF AMALGAMATION FOR MERGER OF DELTA INFOSOLUTIONS PRIVATE LIMITED WITH AND INTO DATAMATICS GLOBAL SERVICES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

DELTA INFOSOLUTIONS PRIVATE LIMITED

CIN: U72300MH1992PTC064911

Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri East, Mumbai - 400093 …… FIRST APPLICANT COMPANY / TRANSFEROR COMPANY

DATAMATICS GLOBAL SERVICES LIMITED CIN: L72200MH1987PLC045205

Address: Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri East, Mumbai - 400093

…… SECOND APPLICANT COMPANY / TRANSFEREE COMPANY

3

FORM NO. CAA. 2

[Pursuant to Section 230(3) of the Companies Act, 2013 and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF DATAMATICS GLOBAL SERVICES LIMITED

To,

The Equity Shareholders Datamatics Global Services Limited,

  1. Notice is hereby given that by an order dated June 22, 2023, the Mumbai Bench of National Company Law Tribunal (hereinafter referred as “ Tribunal ”), has directed the meeting of Equity Shareholders of Second Applicant Company for the purpose of considering, and if thought fit, approving with or without modification the Scheme of Amalgamation of Delta Infosolutions Private Limited with and into Datamatics Global Services Limited and their respective Shareholders ( “the Scheme” ). The Resolution to be submitted at the said meetings will read as follows:

RESOLVED THAT pursuant to Sections 230 and 232 of the Companies Act, 2013 (the Act) and Companies (Compromise, Arrangement and Amalgamation), Rule 2016 and the National Company Law Tribunal Rules 2016 (the Rules) and other applicable provisions, if any, of the Act and the Rules, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of the regulations and guidelines issued by the Securities and Exchange Board of India (SEBI) from time to time, and subject to sanction by the Hon’ble National Company Law Tribunal Mumbai Bench and other requisite concerns and approvals, if any, being obtained and subject to such terms and conditions and modification(s) as may be imposed, prescribed or suggested by the Hon’ble Tribunal or other appropriate authorities, Scheme of Amalgamation for merger of Delta Infosolutions Private Limited with and into Datamatics Global Services Limited and their respective Shareholders (‘the Scheme’ or ‘this Scheme’) in terms of the draft laid before the meeting and initialled by the Chairman for the purpose of identification, be and is hereby approved.”

4

“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to sign, seal and deliver all documents, agreements and deeds and perform all acts, matters and things and to take all such steps as may be necessary or desirable to give effect to this resolution and effectively implement the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon'ble Tribunal, or such other regulatory/statutory authorities while sanctioning the Scheme.”

  1. In pursuance of the said Order and as directed therein, further Notice is hereby given that a meeting of the Equity Shareholders of the Second Applicant Company, will be held on Tuesday, August 8, 2023, at 1:00 P.M, through video conference (VC) and/or other audio and visual means (OAVM) for the purpose of considering, and if thought fit, approving the proposed Scheme following the operating procedures referred to in General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 8, 2021 and General Circular No. 3/2022 dated May 5, 2022 issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as ‘MCA Circulars’) read with circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 issued by the Securities and Exchange Board of India (‘SEBI’) (referred as ‘SEBI Circulars’).

  2. TAKE FURTHER NOTICE that in accordance with the said Order and provisions of Section 108 and other applicable provisions of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended; and Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (‘ Listing Regulations ’), the Company has engaged the services of National Securities Depository Limited (‘NSDL’ ) for the purpose of providing facility of remote e-voting prior to the Meeting and e-voting during the meeting through VC/OAVM. Accordingly, voting by equity shareholders of the Company shall be carried out through (a) remote e-voting prior to the Meeting, and (b) e-voting during the Meeting through VC/OAVM.

5

  1. TAKE FURTHER NOTICE that the equity shareholders shall have the facility and option of voting through VC/ OAVM during the meeting and in addition to the same, the equity shareholders shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes through remote e-voting prior to the meeting during the period commencing from 09:00 a.m IST on Saturday, August 5, 2023 and ending at 5:00 p.m IST on Monday, August 7, 2023. The voting rights of equity shareholders shall be in proportion to their shareholding in the paid-up equity share capital of the Company as on Tuesday, August 1, 2023, being the cut-off Date (“ Cut-off Date ”). A person who is not an equity shareholder as on the Cut-off Date, should treat the Notice for information purpose only. The equity shareholders opting to cast their votes by remote e-voting or e-voting during the Meeting through VC/OAVM are requested to read the instructions in the Notes of this Notice for further details on remote e-voting and e-voting through VC/OAVM during the Meeting.

  2. TAKE FURTHER NOTICE that pursuant to the Order of the NCLT, the Company has exercised the option to convene the Meeting of equity shareholders by VC/OAVM, and there is no requirement of appointment of proxies as per General Circular No. 14/2020 dated April 8, 2020. Accordingly, the facility of appointment of proxies by equity shareholders under Section 105 of the Act will not be available for the said Meeting. However, in pursuance of Sections 112 and 113 of the Act read with Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, where a body corporate is a member, authorized representatives of the body corporate may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/ OAVM facility and e-voting during the Meeting provided an authority letter/ power of attorney by the Board of Directors or a certified copy of the resolution passed by its Board of Directors or other governing body of such corporate authorizing such person to attend and vote at the Meeting through VC/ OAVM as its representative, who are authorized to vote is emailed to the Company at [email protected], the Scrutinizer at [email protected] with a copy marked to [email protected] not later than 48 (forty eight) hours before the time scheduled for holding the Meeting.

  3. A copy of the Scheme, the Explanatory Statement under Sections 230(3), 232(1), 232(2) and 102 of the Act read with Rule 6 of the Rules, along with the enclosures as indicated in the Index, are enclosed herewith. In compliance with the Order and the MCA and SEBI Circulars, the notice of this Meeting, together with the documents accompanying the

6

same, is being sent through electronic mode to those equity shareholders of the Company whose e-mail addresses are registered with the Company/Registrar and Share Transfer Agent (RTA)/ Depositories, and by registered post, speed post, courier and / or hand delivery to the equity shareholders of the Company whose email addresses are not registered with the Company / RTA/ Depositories. A copy of this Notice and the accompanying documents will be hosted on the website of the Company at www.datamatics.com and will also be available on the website of BSE Limited (‘ BSE ’) at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com also on the website of NSDL at www.evoting.nsdl.com. A copy of the Scheme along with the Notice and Explanatory Statement can be obtained free of charge, between 10.00 a.m. to 4.00 p.m. on any day (except Saturday, Sunday and public holidays) up to one day prior to the date of the Meeting from the Registered Office of the Company or by sending a request, along with details of your shareholding in the Company, by e-mail at [email protected] or [email protected].

  1. In accordance with the provisions of Sections 230 to 232 of the Act, the Scheme shall be considered approved by the equity shareholders only if the Scheme is approved by majority of persons representing three-fourth in value of the equity shareholders of the Company, voting through remote e-voting and e-voting facility made available during the Meeting through VC/ OAVM.

  2. Further, in accordance with the SEBI Master Circular No SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023, the Scheme shall be acted upon only if the votes cast by the public shareholders in favor of the aforesaid resolution for approval of the Scheme are more than the number of votes cast by the public shareholders against it.

  3. The Tribunal has appointed Ms. Divya Kumat, EVP, Chief Legal Officer & Company Secretary of the Second Applicant Company, failing whom, Mr. Sandeep Mantri, EVP and Chief Financial Officer of the Second Applicant Company, failing whom, Mr. Vinay Aggarwal, Independent Director of the Second Applicant Company as Chairperson/Chairman of the meeting and Mr. Swapneel V. Patel, Partner of Shah Patel & Associates [ACS no. A41106], (COP no. 15628) as the Scrutinizer of the said meeting.

  4. The above mentioned Scheme, if approved by the shareholders, will be subject to the subsequent approval of the Tribunal.

7

S/d-

Ms. Divya Kumat Chairperson appointed by Hon’ble NCLT for the Meeting of Equity Shareholders of the

Datamatics Global Services Limited

Dated this 5[th] day of July 2023, at Mumbai.

NOTES FOR MEETING OF EQUITY SHAREHOLDERS OF THE COMPANY: General instructions for accessing and participating in the Meeting through VC Facility - and voting through electronic means including Remote E voting:

  1. Pursuant to the order dated June 22, 2023 in Company Application No. C.A. (CAA)50/MB/2023, passed by the Hon’ble National Company Law Tribunal, Mumbai Bench, the meeting of the equity shareholders of Second Applicant Company is being convened on Tuesday, August 8, 2023 at 1:00 p.m. IST through VC/OAVM without the physical presence of the equity shareholders at a common venue, at the option of the Company and as per applicable procedure (with requisite modifications as may be required) referred to in MCA Circulars and SEBI Circulars for the purpose of considering, and if thought fit, approving the scheme, pursuant to the provisions of Sections 230 to 232, and other applicable provisions of the Act. In accordance with the MCA and SEBI Circulars, provisions of the Act and the Listing Regulations, the Meeting is being held through VC/ OAVM. As per the Order and MCA/SEBI Circulars, since the meeting is held through VC/OAVM, the deemed venue of the Meeting shall be registered office of the Company.

  2. Only registered equity shareholders of the Second Applicant Company can attend and vote at the meeting (either in person or by Authorised Representative). Although pursuant to the provisions of the Act, a member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the company, but since this meeting is being held pursuant to the MCA/SEBI circulars through VC/OAVM, the requirement of physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies

8

by the members will not be available for this meeting and hence the proxy form, attendance slip and route map of this meeting are not annexed to this notice.

  1. The cut-off date to determine the eligibility to attend and vote by remote e-voting or e- voting through VC/OAVM during the Meeting shall be as per applicable law (“ Cut-off Date ”). The Equity Shareholders 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 i.e., Tuesday, August 1, 2023, shall be entitled to avail the facility of remote e-voting or e-voting during the Meeting through VC/OAVM, as the case may be.

Members holding shares in physical mode and whose email IDs are not registered, are requested to register their email ID with Datamatics Business Solutions Limited, Registrar and Transfer Agent of the Company at [email protected] or [email protected], by sending a duly signed Form ISR-1 mentioning their Name as registered with the RTA, Address, email ID, Mobile Number, self-attested copy of PAN, DPID/Client ID or Folio Number and number of shares held. Shareholders holding shares in dematerialized mode are requested to register/ update their email address with the relevant Depository Participants.

  1. Any person, who acquires shares and becomes a Member of the Company after dispatch of the notice and holding shares as on the cut-off date Friday, June 16, 2023, may obtain the login ID and password by sending a request at [email protected] However, if he/she is already registered with National Securities Depository Limited (NSDL) for remote e- voting then he/she can use his/her existing User ID and password for casting the vote.

  2. Only those equity shareholders who will be present at the Meeting through VC/OAVM facility and have not cast their vote by remote e-voting prior to the Meeting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the Meeting. However, the equity shareholders who have cast their votes by remote e-voting prior to the Meeting will be eligible to participate at the Meeting but shall not be eligible to cast their vote again during the Meeting.

  3. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the meeting.

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  1. Each equity shareholder can opt for only one mode of voting i.e. (a) remote e-voting prior to Meeting or (b) and e-voting through VC/OAVM during the Meeting as arranged by NSDL on behalf of the Company. If an equity shareholder cast votes by both modes, then voting done through remote e-voting shall prevail. Once the vote on a resolution is cast, the equity shareholder shall not be allowed to change the same subsequently or cast the vote again.

  2. The Explanatory Statement pursuant to Sections 230(3), 232(1), 232(2) and Section 102 of the Act, and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016 setting out the material facts concerning the Special Business and details of the amalgamation is annexed hereto.

  3. All the documents referred to in the accompanying notice and explanatory statement, shall be available for inspection through electronic mode, basis the request being sent on [email protected] or [email protected] and also available on company website at www.datamatics.com.

  4. Members attending the meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

  5. As per the Order, the Quorum for the said meeting is as per section 103 of the Companies Act, 2013 . In case the requisite quorum is not present at the designated time, the meeting shall stand adjourned for half an hour and thereafter the persons present and voting, including authorised representatives, shall be deemed to constitute the quorum.

  6. The Tribunal has appointed Ms. Divya Kumat, EVP, Chief Legal Officer & Company Secretary of Second Applicant Company, failing whom, Mr. Sandeep Mantri, EVP and Chief Financial Officer of the Second Applicant Company, failing whom, Mr. Vinay Aggarwal, Independent Director of the Second Applicant Company as the Chairperson/Chairman of the said meeting and Mr. Swapneel V. Patel, Partner of Shah Patel & Associates [ACS no A41106], (COP no. 15628) as the Scrutinizer, to scrutinize votes cast electronically through remote e-voting and e-voting through VC/OAVM during the Meeting in a fair and transparent manner. The Scrutinizer shall submit a consolidated report on votes cast to the Chairperson of the Meeting or to the person so authorised by the Chairperson. The scrutinizer’s decision on the validity of the votes cast electronically shall be final.

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  1. The remote e-voting period commences on Saturday, August 5, 2023 at 9.00 a.m. IST and ending at 5:00 p.m IST on Monday, August 7, 2023 . During the remote e-voting period, equity shareholders of the Company holding shares either in physical form or in dematerialised form, as on Tuesday, August 1, 2023, may cast their vote electronically. The remote e-voting module shall be disabled for voting on Monday, August 7, 2023, at 5.00 PM (IST) . The detailed instructions for joining the Meeting through VC/OAVM and process and manner of remote e-voting form part of this Notice.

  2. The Notice convening the aforesaid meeting, day, date, place and time of the meeting, along with the Explanatory Statement amongst others, will be published through advertisement in the following newspapers, namely, (i) “Business Standard” in the English language; and (ii) “ Nav Shakti ” in the Marathi language.

  3. The notice along with all the annexures are being sent to all the equity shareholders whose names appear in the register of members/list of beneficial owners on Friday, June 16, 2023.

  4. DECLARATION OF RESULTS ON THE RESOLUTION

  5. (i) The Scrutinizer shall, after the conclusion of the Meeting, submit a consolidated Scrutinizer’s report of the total votes cast in favor and against the resolution and invalid votes, if any and submit the same to the Chairperson of the Meeting or a person authorized by Chairperson in writing who shall countersign the same.

  6. (ii) The result of the voting shall be announced by the Chairperson of the Meeting or a person authorized by the Chairperson in writing within 30 (Thirty) days from the conclusion of the Meeting. The results declared, along with the Scrutinizer’s Report, shall be displayed on the Company’s website at www.datamatics.com and on the website of NSDL at www.evoting.nsdl.com immediately after the results are declared. The Company shall also simultaneously forward the results along with the Scrutinizer’s Report to BSE Limited and National Stock Exchange of India Limited where the Company’s equity shares are listed.

  7. (iii) Subject to the receipt of requisite majority of votes in favor of the scheme, the resolution shall be deemed to be passed on the date of the Meeting, i.e., on Tuesday, August 8, 2023.

  8. A copy of the explanatory statement, the Scheme and other enclosures are enclosed and form part of this notice.

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The Instruction for Members for Remote E- Voting and Joining the Meeting are as Under

1. Voting Through Electronic Means:

  • a) Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Regulation 44 of the SEBI Listing Regulations and in terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting facility provided by listed entities, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the Meeting. For this purpose, the Company has entered into an agreement with NSDL for facilitating voting through electronic means, as the authorised agency. The facility of casting votes by a Member using remote e-Voting system as well as e-Voting during the Meeting will be provided by NSDL.

  • b) The Remote E-voting Period begins on Saturday, August 05, 2023 at 9:00 A.M. (IST) and ends on Monday, 07 August, 2023, at 5:00 p.m. (IST). The Remote E-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the Cut-off Date i.e., Tuesday, August 01, 2023 may cast their vote electronically. The voting right of the Equity Shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Tuesday, August 01, 2023. Those Members, who will be present in the Meeting through VC/OAVM facility and have not cast their vote on the resolutions through Remote E-voting and are otherwise not barred from doing so, shall be eligible to vote through E-voting system during the Meeting.

  • c) The Hon’ble Tribunal has appointed Mr. Swapneel V. Patel (ACS no. A41106, COP no.15628) partner of M/s Shah Patel & Associates, Company Secretaries as scrutinizer to scrutinize the voting during the Meeting and remote e-voting process in a fair and transparent manner.

  • d) The Members who have cast their vote by Remote E-voting prior to the Meeting may also attend/ participate in the Meeting through VC / OAVM but shall not be entitled to cast their vote again.

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  • e) The voting rights of the Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the Cut-off Date.

  • f) Any person, who acquires equity shares of the Company and becomes a Member of the Company after sending of the Notice and holding equity shares as of the Cut-off Date, may obtain the login ID and password by sending a request at [email protected]. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on toll free no. 1800 1020990 and 1800 22 44 30. In case of individual shareholders holding securities in demat mode who acquire equity shares of the Company and become a Member of the Company after sending of the Notice and holding equity shares as of the Cut-off Date i.e., Tuesday, August 01, 2023, may follow steps mentioned in the Notice of the Meeting under “Access to NSDL e-Voting system”.

- How do I vote electronically using NSDL e Voting system?

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

Step 1: Access NSDL e-Voting system

- Login method for e Voting and joining virtual meeting for individual shareholders holding securities in demat mode

In terms of circular issued by SEBI dated December 09, 2020, on e-Voting facility provided by listed companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with depositories and depository participants. Equity shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-voting facility. Shareholders are advised to update their mobile number and e-mail-id in their demat accounts in order to access e-Voting facility.

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Login method for individual shareholders holding securities in demat mode is given below:

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Type of Login Method
shareholders
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Type
of
shareholders
Login Method
Type
of
shareholders
Login Method
Type
of
shareholders
Login Method
Individual
Shareholders
holding securities
in
demat
mode
with NSDL.
1.
2.
3.
If you are already registered forNSDL IDeAS facility, please
visit the e-Service website of NSDL. Open web browser by
typing the following URL:https://eservices.nsdl.comeither on
a Personal Computer or on a mobile. Once the home page of e-
Services is launched, click on the “Beneficial Owner”icon
under“Login”which is available under‘IDeAS’section. A new
screen will open. You will have to enter your existing User ID
and Password. After successful authentication, you will be able
to see e-Voting services. Click on“Access to e-Voting”under
e-Voting services and you will be able to see e-Voting page.
Click on options available against company name ore-Voting
service provider i.e. NSDLand you will be re-directed to e-
Voting website of NSDL for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the
meeting.
If you are not registered for IDeAS e-Services, option to register
is available athttps://eservices.nsdl.com.Select“Register
Online
for
IDeAS
Portal”
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
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. Once the home
page of e-Voting system is launched, click on the icon “Login
which is available under ‘Shareholder/Member’ section. A new
screen will open. You will have to enter your User ID (i.e. your
sixteen digit demat account number held with NSDL),
Password/OTP and a Verification Code as shown on the screen.
After successful authentication, you will be redirected to NSDL

14

4. Depository site wherein you can see e-Voting page. Click on
options available against company name ore-Voting service
provider i.e. NSDLand you will be redirected to e-Voting
website of NSDL for casting your vote during the remote e-
Voting period or joining virtual meeting & voting during the
meeting.
Shareholders/Members can also download NSDL Mobile App
NSDL Speede” facility by scanning the QR code mentioned
below for seamless voting experience.
Individual
Shareholders
holding securities
in
demat
mode
with CDSL.
1.
2.
3.
4.
Existing users who have opted for Easi / Easiest, they can login
through their user id and password. Option will be made
available to reach e-Voting page without any further
authentication. The URL for users to login to Easi / Easiest are
https://web.cdslindia.com/myeasi/home/login
or
www.cdslindia.comand click on New System Myeasi.
After successful login of Easi/Easiest the user will be also able
to see the E-Voting Menu. The Menu will have links ofe-Voting
service provider i.e. NSDL.Click onNSDLto cast your vote.
If the user is not registered for Easi/Easiest, option to register
is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
Alternatively, the user can directly access e-Voting page by
providing demat Account Number and PAN No. from a link in
www.cdslindia.comhome page. The system will authenticate
the user by sending OTP on registered Mobile & Email as
recorded in the demat Account. After successful authentication,

15

==> picture [438 x 55] intentionally omitted <==

----- Start of picture text -----

user will be provided links for the respective ESP i.e. NSDL
where the e-Voting is in progress.
----- End of picture text -----

user will be provided links for the respective ESP i.e.NSDL
where the e-Voting is in progress.
user will be provided links for the respective ESP i.e.NSDL
where the e-Voting is in progress.
Individual
Shareholders
(holding securities
in demat mode)
login through their
depository
participants.
You can also login using the login credentials of your demat account
through your Depository Participant registered with NSDL/CDSL
for e-Voting facility. Once login, you will be able to see e-Voting
option. Click on e-Voting option, you will be redirected to
NSDL/CDSL Depository site after successful authentication,
wherein you can see e-Voting feature. Click on options available
against company nameor e-Voting service provider i.e. NSDL
and you will be redirected to e-Voting website of NSDL for casting
your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use "Forget User ID and Forget Password" option available at above mentioned website.

Helpdesk for individual shareholders holding securities in demat mode for any technical issues related to login through Depositories i.e. NSDL and CDSL.

Login type Helpdesk details
Individual
Shareholders
holding securities in demat
mode with NSDL.
Members facing any technical issue in login can contact
NSDL
helpdesk
by
sending
a
request
at
[email protected] or call at toll free no.: 1800 1020
990 and 1800 22 44 30.
Individual
Shareholders
holding securities in demat
mode with CDSL.
Members facing any technical issue in login can contact
CDSL
helpdesk
by
sending
a
request
at
[email protected] or contact at 022-
23058738 or 022-23058542-43.

- Login Method for e Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

16

How to Log-in to NSDL e-Voting website?

  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.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP 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 shares i.e. Demat
(NSDL or CDSL) or Physical
Your User ID is:
a) For Members who hold shares in
demat account with NSDL.
8 Character DP ID followed by 8 Digit
Client ID
For example, if your DP ID is IN300
and Client ID is 12
then your user
ID is IN300
12**
b) For Members who hold shares in
demat account with CDSL.
16 Digit Beneficiary ID
For example, if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in
Physical Form.
EVEN Number followed by Folio
Number registered with the company
For example, if folio number is 001
and EVEN is 101456 then user ID is
101456001

17

  1. Password details for shareholders other than Individual shareholders are given below:

  2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

  3. 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.

  4. c) How to retrieve your ‘initial password’?

  5. (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’.

  6. (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered .

  7. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

  8. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your

  9. demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  10. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  11. c) If you are still unable to get the password by aforesaid two options, you can send a

18

request at [email protected] mentioning your demat account number/folio number,

your PAN, your name and your registered address etc.

  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  • After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  • Now, you will have to click on “Login” button.

  • After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join virtual Meeting on NSDL e Voting system.

- How to cast your vote electronically and join virtual Meeting on NSDL e Voting system

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and Meeting is in active status.

  2. Now you are ready for e-Voting as the Voting page opens. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

  3. 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.

  4. Upon confirmation, the message “Vote cast successfully” will be displayed.

  5. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  6. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

19

General Guidelines for shareholders:

  1. Institutional / Corporate shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send a 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 email to [email protected] with a copy marked to [email protected]. Institutional shareholders, bodies corporate (i.e., other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney /Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login

  2. 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 https://www.evoting.nsdl.com to reset the password.

  3. In case of any queries relating to e-voting you may refer to the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of https://www.evoting.nsdl.com or call on toll free no.: 1800-222-990 and 1800 22 44 30 or send a request to at [email protected].

Process for those Equity Shareholders whose email IDs are not registered with the depositories for procuring user ID and password and registration of e mail ids for e-voting for the resolutions set out in this notice

  1. In case shares are held in physical mode please provide folio number, name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 6-digit beneficiary ID), name, client master or copy of consolidated account

20

statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at Step 1 i.e., login method for e-voting and joining virtual meetings for individual shareholders holding securities in demat mode.

  1. Alternatively, shareholder/members may send a request to [email protected] for procuring user ID and password for e-voting by providing above mentioned documents.

  2. In terms of circular dated December 09, 2020, issued by SEBI on e-voting facility provided by listed companies, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with depositories and depository participants. Equity shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

The instructions for members for e-voting on the day of the Meeting are as under

  1. The procedure for e-voting on the day of the Meeting is same as the instructions mentioned above for remote e-voting.

  2. Only those Members, who will be present in the Meeting through VC/OAVM facility and have not casted their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system in the Meeting.

  3. Members who have voted through remote e-voting will be eligible to attend the Meeting. However, they will not be eligible to vote at the Meeting.

  4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the Meeting shall be the same person mentioned for remote e voting.

21

Instructions for members for attending the Meeting through VC/OAVM are as under

  1. Member will be provided with a facility to attend the Meeting through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM link” placed under ‘Join meeting’ menu against company name. You are requested to click on VC/OAVM link placed under ‘Join General Meeting’ menu. The link for VC/OAVM will be available in shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and password for e-voting or have forgotten the User ID and password may retrieve the same by following the remote e-voting instructions mentioned in the notice to avoid last minute rush.

  2. Members are encouraged to join the Meeting through laptops for better experience.

  3. Further, Members will be required to allow camera and use internet with a good speed to avoid any disturbance during the meeting.

  4. Please note that participants connecting from mobile devices or tablets or through laptop connecting via mobile hotspot may experience audio/video loss due to fluctuation in their respective network. It is therefore recommended to use stable WiFi or LAN connection to mitigate any kind of aforesaid glitches.

  5. Equity Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email ID, mobile number at [email protected]. The same will be replied by the company suitably.

  6. The Members can join the Meeting in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the Meeting through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large shareholders (shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the Chairpersons of the Audit Committee, Nomination & Remuneration

22

Committee and Stakeholders Relationship Committee, auditors etc. who are allowed to attend the Meeting without restriction on account of first come first served basis.

  1. Members who need assistance before or during the Meeting, can contact NSDL officials at [email protected] and 1800-222-990 and 1800 22 44 30.

  2. Shareholders are requested to forward their queries on the Meeting to the Company by sending their request mentioning their name, demat account number/folio number, email id, mobile number on or before Monday, July 31, 2023 at [email protected].

  3. A facility will be provided to the Shareholders attending the meeting through VC / OAVM, whereby they can pose questions concurrently, during the proceeding of the meeting. Questions raised during the meeting will be responded by the Company suitably. The Company however reserves the right to limit and respond to queries raised by members.

Other Instructions:

  • i. The Scrutinizer shall immediately after the conclusion of e-voting at the Meeting unblock the votes cast during the Meeting and votes cast prior to the Meeting through remote e-voting and make, not later than 48 hours of conclusion of the Meeting, a consolidated Scrutiniser’s Report of the total votes cast in favor or against, if any, to the Chairperson of the Meeting or to any other person so authorized by him (in writing), who shall countersign the same.

  • ii. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website https://www.datamatics.com/ and on the website of NSDL www.evoting.nsdl.com. The Company shall simultaneously communicate the results to BSE Limited and the National Stock Exchange of India Limited, where the equity shares of the Company are listed.

S/d-

Ms. Divya Kumat

Chairperson appointed by Hon’ble NCLT for the Meeting of

Equity Shareholders of the Datamatics Global Services Limited

Dated this 5[th] day of July 2023 at Mumbai.

23

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH

AT MUMBAI

COMPANY SCHEME APPLICATION NO 50 OF 2023

IN THE MATTER OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SECTIONS 230 AND 232 OF THE COMPANIES ACT, 2013 AND

IN THE MATTER OF DELTA INFOSOLUTIONS PRIVATE LIMITED AND DATAMATICS GLOBAL SERVICES LIMITED

AND

IN THE MATTER OF THE SCHEME OF AMALGAMATION FOR MERGER OF DELTA INFOSOLUTIONS PRIVATE LIMITED WITH AND INTO DATAMATICS GLOBAL SERVICES LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

DELTA INFOSOLUTIONS PRIVATE LIMITED

CIN: U72300MH1992PTC064911

Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri East, Mumbai - 400093 …… FIRST APPLICANT COMPANY / TRANSFEROR COMPANY

DATAMATICS GLOBAL SERVICES LIMITED CIN: L72200MH1987PLC045205

Address: Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri East, Mumbai - 400093

…… SECOND APPLICANT COMPANY / TRANSFEREE COMPANY

EXPLANATORY STATEMENT UNDER SECTION 102, 230 AND 232 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE NOTICE CALLING THE MEETING OF EQUITY SHAREHOLDERS OF DATAMATICS GLOBAL SERVICES LIMITED PURSUANT TO THE ORDER DATED JUNE 22, 2023 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH.

24

  1. Pursuant to the Order dated June 22, 2023 passed by the NCLT, Mumbai Bench in the Company Application referred to hereinabove, meeting of Equity Shareholders of the Second Applicant Company is to be held on Tuesday, the 8[th] day of August 2023 at 1:00 p.m. , through Video conference and/or other audio and visual means from Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri East, Mumbai - 400093, for the purpose of considering and, if thought fit, approving with or without modification(s) Scheme of Amalgamation for merger of Delta Infosolutions Private Limited (‘DIPL’ or ‘the Transferor Company’ or ‘First Applicant Company’) with and into Datamatics Global Services Limited (‘DGSL or ‘the Transferee Company’ or ‘Second Applicant Company’) and their respective shareholders.

  2. In this statement, Datamatics Global Services Limited is hereinafter referred to as “ Second Applicant Company or Transferee Company ” and Delta Infosolutions Private Limited is hereinafter referred to as “ First Applicant Company or Transferor Company ”.

  3. The Board of Directors of the First Applicant Company and Second Applicant Company had approved the Scheme of Amalgamation at their respective Board Meetings held on March 4, 2022. Copy of Board Resolution is attached herewith as ANNEXURE 1.

  4. The Scheme, inter alia , provides for the following:

  5. Rationale for the Scheme:

    • It is proposed to amalgamate the First Applicant Company into the Second Applicant Company by the Scheme, as a result of which the shareholders of the First Applicant Company (including the promoter/ promoter group of the Second Applicant Company) would directly hold shares in the Second Applicant Company, since it is envisaged that the following benefits would, inter alia, accrue to the Second Applicant Company:

    • a) The amalgamation will result in the promoters of the First Applicant Company directly holding shares in the Second Applicant Company, which will lead not only to simplification of the shareholding structure and reduction of shareholding tiers, in compliance with the Companies (Restriction of Layers) Rules, 2017, but also demonstrate the promoter

25

group’s direct commitment to and engagement with the Second Applicant Company;

  • b) The amalgamation will enable the greater focus of the management on the business and facilitate in creating enhanced value for the Second Applicant Company’s shareholders and allow a focused strategy in operations, which would be in the best interest of all its shareholders, creditors, and stakeholders;

  • c) The promoter group of the Second Applicant Company is desirous of streamlining its holding in the Second Applicant Company. As a step towards such rationalization, it is proposed to merge the First Applicant Company into the Second Applicant Company;

  • d) The promoters would continue to hold the same percentage of shares in the Second Applicant Company, pre and post-amalgamation. There would also be no change in the paid-up share capital and the financial position of the Second Applicant Company. Pre-scheme shareholding pattern of the Applicant Companies and Pre and Post scheme shareholding pattern of Second Applicant Company are attached herewith as ANNEXURE 2 AND 3.

  • e) Further, the Scheme also provides that the shareholders of the First Applicant Company shall indemnify the Second Applicant Company and keep the Second Applicant Company indemnified for liability, claim, or demand, if any, which may devolve on the Second Applicant Company on account of this amalgamation.

Accordingly, the Board of Directors of Applicant Companies has formulated this Scheme for the transfer and vesting of the First Applicant Company into the Second Applicant Company pursuant to the provisions of Section 230-232 and other relevant provisions of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof).

26

  1. Details as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for Second Applicant Company:

  2. i. Details of the order of the NCLT directing the calling, convening and conducting of the Meeting:

Please refer to paragraph no. 1 of this Explanatory Statement for date of the Order and the date, time and venue of the NCLT Convened Meeting.

  • ii. Details of the Second Applicant Company, Datamatics Global Services Limited :

  • (a) Date of Incorporation: 3rd November 1987.

  • (b) Corporate Identification Number CIN) : L72200MH1987PLC045205.

  • (c) Permanent Account Number : (PAN): AAACD4471B.

  • (d) Type of Company: Listed public limited company.

  • (e) Change of Name : The Second Applicant Company was incorporated as Interface Software Resources Private Limited. The name of the Second Applicant Company was changed to Datamatics Technologies Private Limited on December 18, 1992. On January 14, 1999, the Second Applicant Company became a deemed public company, under the provisions of section 43A of the Companies Act, 1956. The members of the Second Applicant Company passed a resolution on December 27, 1999, to convert the Second Applicant Company to a public company. By a certificate dated January 13, 2000, the name of the Second Applicant Company was changed from Datamatics Technologies Private Limited to Datamatics Technologies Limited. The name of the Second Applicant Company was changed to its current name Datamatics Global Services Limited under a High Court order dated December 17, 2008.

  • (f) Registered Office : Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri East, Mumbai - 400093.

27

  • (g) Email Address: [email protected]

  • (h) Name of the stock exchange(s) where securities of the company are listed: Equity shares of the Company are listed on BSE Limited (“ BSE and National Stock Exchange of India Ltd (“ NSE ”).

  • (i) Summary of the main objects as per the Memorandum of Association and main business carried on by Second Applicant Company:

The objects for which the Second Applicant Company has been established are set out in its Memorandum of Association. The relevant object clauses as set out in Clause III(A) of the Memorandum of Association are as hereunder:

“The objects for which the Company is established are:

“III (A) THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION:

  • I. To carry on the trade or business of providing complete data center, Data entry/ conversion, data processing services on block time or shared time, self-service or operator assisted basis, technical and management consultancy services in all areas of computers, computer oriented systems, computer programming, facilities management, telecommunications, software publishing and information technology for business, industrial and general purpose requirement on turnkey basis or otherwise in domestic markets and fore exports.

II. To carry on the business of conducting research on and developing, improving, designing, marketing, selling, licensing and maintenance of software and program products in packages and to orders, relating to accounting, statistical, scientific or mathematical information and reports in domestic markets and for exports.

Clause III(B)(19) of the Memorandum of Association of the Second Applicant Company which contain provisions for amalgamations and arrangements, are reproduced herein below:

28

To amalgamate, enter into partnership or into any agreement for sharing of profits, amalgamation, union or interest, co-operation, joint adventures reciprocal concession or otherwise with any person, firm or company having similar objects and carrying on or engaged in or about to carry on any business or transaction which may seem capable of being carried on or concluded.

(j) Details of change of name, registered office and objects of Second Applicant Company during the last five years:

  • (a) Change of Name: There has been no change in name for the last five years.

  • (b) Change of Registered Office: There has been no change of registered office for the last five years.

  • (c) Change of objects: There has been no change of objects for the last five years.

(k) The authorized, issued, subscribed and paid-up share capital of the Second Applicant Company as on March 31, 2023 is as under:

==> picture [379 x 232] intentionally omitted <==

----- Start of picture text -----

Amount
Share Capital
(Rupees)
Authorized Share Capital
52,60,00,000
10,52,00,000 equity shares of Rs. 5 each
45,55,00,000
4,55,50,000 Redeemable Preference shares of Rs. 10 each
TOTAL 98,15,00,000
Issued, subscribed, and paid-up Share Capital
5,89,49,337 equity shares of Rs. 5 each 29,47,46,685
TOTAL 29,47,46,685
----- End of picture text -----

Subsequent to the above date, there has been no change in the authorized, issued, subscribed and paid-up share capital of the Second Applicant Company.

  • (l) A summary of the assets and liabilities of the Second Applicant Company as per the Audited Balance Sheet as on 31 March 2023 are as follows:

29

==> picture [379 x 242] intentionally omitted <==

----- Start of picture text -----

Liabilities Amount as on Assets Amount as on
31 [st] March 2023 31 [st] March 2023
(in crores) (in crores)
Non-Current 398.04
Share capital 29.48
Assets
738.02 483.45
Other Equity Current Assets
Non- Current 29.28 22.81
Asset for Sale
liabilities
Current 107.52
liabilities
Total 904.30 Total 904.30
----- End of picture text -----

  • (m) Audited financial of Applicant Companies is Annexed herewith as ANNEXURE

4.

  • (n) Names of the Promoters and Directors of the Second Applicant Company along with their addresses:

  • i. The details of the promoters of the Second Applicant Company are as follows:

Sr.
No
Name of
Promoter/Promoter
Group
Category Address
1 Lalit Surajmal
Kanodia
Promoter 1201 Red Rose
Apartments, 44
Pochkhanwala
Road Worli Sea
Face,
Prabhadevi,
Mumbai –
400030.
2 Asha Lalit Kanodia Promoter 1201 Red Rose
Apartments, 44
Pochkhanwala
Road Worli Sea

30

==> picture [341 x 729] intentionally omitted <==

----- Start of picture text -----

Face,
Prabhadevi,
Mumbai –
400025.
3 Sameer Lalit Promoter Group 1201 Red Rose
Kanodia Apartments, 44
Pochkhanwala
Road Worli Sea
Face,
Prabhadevi,
Mumbai –
400025.
4 Shubhlakshmi Dani Promoter Group Home Villa, 48
Krishna Sanghi
Path, Gamdevi,
Mumbai –
400007.
5 Priyadarshini Promoter Group 2102 and 2202,
Kanodia Vivarea, Tower
A, Sane Guruji
Marg,
Mahalaxmi East,
Near Jacob
Circle Mumbai –
400011.
6 Yogendra Kanodia Promoter Group Datamatics
HUF Business
Solutions
Limited, Plot No
B 5, Part B,
Cross Road B,
MIDC, Andheri
(East), Mumbai
400093.
7 Rahul Lalit Kanodia Promoter Group 2102 and 2202,
----- End of picture text -----

31

==> picture [341 x 729] intentionally omitted <==

----- Start of picture text -----

Vivarea, Tower
A, Sane Guruji
Marg,
Mahalaxmi East,
Near Jacob
Circle Mumbai –
400011.
8 Chandravati S Promoter Group 1201 Red Rose
Kanodia Apartments, 44
Pochkhanwala
Road Worli Sea
Face,
Prabhadevi,
Mumbai –
400025.
9 Lalit S. Kanodia Promoter Group 1201 Red Rose
HUF – 2 Apartments, 44
Pochkhanwala
Road Worli Sea
Face,
Prabhadevi,
Mumbai –
400025.
10 Amrita Vidur Promoter Group B 10 Sea Face
Bhogilal Park, 50
Bhulabhai Desai
Road, Cumballa
Hill, Mumbai
400026.
11 Aneesha Aditya Promoter Group B-72, Greater
Dalmia Kailash 1, Delhi
110048.
12 Rashmi Yogendra Promoter Group Samudra
Kanodia Tarang,
Keluskar Road,
----- End of picture text -----

32

Shivaji Park,
Dadar(W),
Mumbai – 400
028.
13 Delta Infosolutions
Private Limited
Promoter Knowledge
Centre, Plot No.
58, Street No. 17,
MIDC, Andheri
East, Mumbai –
400093.

ii. The details of the Directors of the Second Applicant Company are as follows:

==> picture [350 x 439] intentionally omitted <==

----- Start of picture text -----

Sr. Name of Director Designation Address
No
1 Lalit Surajmal Chairman & 1201 Red Rose
Kanodia Whole-time Apartments, 44
Director Pochkhanwala
Road Worli Sea
Face, Prabhadevi,
Mumbai – 400030.
2 Rahul Lalit Kanodia Whole-time 2102 and 2202,
Director & Vivarea, Tower A,
CEO Sane Guruji Marg,
Mahalaxmi East,
Near Jacob Circle
Mumbai – 400011.
3 Sameer Lalit Non- 1201 Red Rose
Kanodia Executive Apartments, 44
Director Pochkhanwala
Road Worli Sea
Face, Prabhadevi,
Mumbai – 400025.
4 Vinay Mulkhraj Independent Block 5A Shyam
----- End of picture text -----

33

Aggarwal Director Niwas Flat No. 6
Gr Floor, 51
Bhulabhai Desai
Road Cumballa
Hill, Mumbai –
400026.
5 Dilip
Digambar
Dandekar
Independent
Director
701, A- Wing,
Kalpak Gulistan, 9-
A Perry Cross
Road, Off Turner
Road, Bandra
(West) Mumbai –
400050.
6 Mona
Mukund
Bhide
Independent
Director
1301, Phoenix
Tower, B Wing,
Senapati Bapat
Marg, Lower Parel
(West) Mumbai
400013.
  • (o) The date of the Board Meeting of the Second Applicant Company at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favor of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

  • i. The Board of Directors of Second Applicant Company approved the Scheme at its meeting dated March 4, 2022. Details of the manner in which the Directors of Second Applicant Company voted at this meeting are as follows:

==> picture [349 x 128] intentionally omitted <==

----- Start of picture text -----

S. No. Name of Director Voted in favor/
against/ abstained
1. Lalit Surajmal Kanodia In favour
2. Sameer Lalit Kanodia In favour
3. Vinay Mulkhraj Aggarwal In favour
4. Rahul Lalit Kanodia In favour
----- End of picture text -----

34

S. No. Name of Director Voted in favor/
against/ abstained
5. Dilip Digambar Dandekar In favour
6. Mona Mukund Bhide In favour

Note: Leave of absence was granted to Mrs. Asha Kanodia, NonExecutive Director for the above Board meeting.

  • (p) None of the Directors, the Key Managerial Personnel of Second Applicant Company and their respective Relatives have any interests, financial or otherwise in the Scheme, except to the extent of their respective shareholding in the First Applicant Company or Second Applicant Company (as applicable) if any, and/or to the extent the said Directors / Key Managerial Personnel are common Directors of the First and Second Applicant Company (as applicable). The details of the shareholding of Directors and Key Managerial Personnel of Second Applicant Company as on date of Notice is as follows:

==> picture [391 x 399] intentionally omitted <==

----- Start of picture text -----

S. No. Name Designation No. of shares No. of shares
held in Second held in First
Applicant Applicant
Company Company
1. Lalit Surajmal Chairman & 16,39,765 40,000
Kanodia Whole-time
Director
2. Sameer Lalit Non-Executive 20,44,875 40,000
Kanodia Director
3. Vinay Mulkhraj Independent Nil Nil
Aggarwal Director
4. Rahul Lalit Whole-time 209 Nil
Kanodia Director & CEO
5. Dilip Digambar Independent Nil Nil
Dandekar Director
6. Mona Mukund Independent Nil Nil
Bhide Director
7. Ms. Divya Kumat Company 200 Nil
Secretary
----- End of picture text -----

35

S. No. Name Designation No. of shares
held in Second
Applicant
Company
No. of shares
held in First
Applicant
Company
8. Mr. Sandeep
Mantri
Chief Financial
Officer
Nil Nil

(q) As on March 31, 2023, the Second Applicant Company has no Secured Creditors. The Second Applicant Company has 228 unsecured creditors as on March 31, 2023 and amount due to such Unsecured Creditors is INR 23.12 crores as on March 31, 2023.

(r) Disclosure about the effect of the compromise or amalgamation on:

==> picture [372 x 439] intentionally omitted <==

----- Start of picture text -----

Shareholders The effect of the Scheme on the
Promoters shareholders, promoters, non-
Non-Promoter Shareholders promoter shareholders, and key
Key Managerial Personnel (KMP) managerial personnel/Directors of the
Directors Company is given in the report
adopted by the Board of Directors of
Second Applicant Company pursuant
to the provisions of Section 232(2)(c)
of the Act which is attached as
ANNEXURE 5 to this Statement.
Depositors There are no depositors. Not
Applicable.
Creditors No arrangement or compromise with
creditors.
Debenture holders There are no debenture holders in the
Second Applicant Company. Hence
this is not applicable.
Deposit trustee and debenture There is no deposit trustee or
trustee debenture trustee in the Second
Applicant Company. Hence this is not
----- End of picture text -----

36

==> picture [372 x 25] intentionally omitted <==

----- Start of picture text -----

applicable.
----- End of picture text -----

Employees of the Company Employees will continue to be the Employees of Second Applicant company, without any break or interruption in service as a result of the merger.

  • (s) The Scheme is filed with the Registrar of Companies on July 5, 2023.

  • (t) There are no material investigations or proceedings pending against the Second Applicant Company or its Directors as per the terms of Section 230(2)(a) of Companies Act, 2013.

  • Details as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for First Applicant Company

Details of First Applicant Company i.e., Delta Infosolutions Private Limited :

  • (a) Date of Incorporation: January 17, 1992.

  • (b) Corporate Identification Number (CIN) : U72300MH1992PTC064911.

  • (c) Permanent Account Number (PAN): AAACD3760B.

  • (d) Type of Company: Private Limited Company.

  • (e) Change of Name: The First Applicant Company incorporated as a private limited company under the name and style of Delta Share Services Private Limited in the State of Maharashtra on 17[th] January 1992 vide Corporate Identity Number U72300MH1992PTC064911. Thereafter, its name was changed to its current name, Delta Infosolutions Private Limited, on December 14, 1998.

  • (f) Registered Office : Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri East, Mumbai - 400093.

37

(g) Email Address : [email protected]

  • (h) Name of the stock exchange(s) where securities of the company are listed N/A.

  • (i) Summary of the main objects as per the Memorandum of Association and main business carried on by First Applicant Company :

The objects for which the First Applicant Company has been established are set out in its Memorandum of Association. The relevant object clauses as set out in Clause III(A) of the Memorandum of Association are as hereunder:

“The objects for which the Company is established are:

“ THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION:

  • I. To carry on the business of processing both manual as well as with use of Data Processing Equipment and Computers, of Financial Instruments like shares, debentures, bonds issued by Private and Public Sectors Companies, Financial Institutions, Commercial Banks, Government and Semi-Government Bodies, Local Authorities and such other Bodies and to act and carry on the business of Registrar and Transfer Agents, and to perform all such services associated with such business.

II. To carry on the business of manufacturing, development and marketing of information technology products and services, software and hardware systems and to design, develop, create, produce, compile, convert, alter, operate, write, test, record, print and document and to buy, sell, import export, exchange, let on hire, lease, licence or otherwise deal in, whether as principals or as agents, software systems, packages, programmes and information technology products, electronic products and services required for or by different organisations, industries, businesses or individuals.

III (B) (8) of the Memorandum of Association of the First Applicant Company which contain provisions for amalgamations and arrangements, are reproduced herein below:

38

To acquire or amalgamate with any other company whose objects are or include objects, similar to those of this Company whether by sale or purchase (for fully or partly paid-up share of otherwise or the undertaking subject to liabilities of this or any such other company as aforesaid, with or without winding up or by sale or purchase (of fully or partly paid-up shares or otherwise) all shares or stock of this or any such other company aforesaid or by partnership or in any other manner.

(j) Details of change of name, registered office and objects of First Applicant Company during the last five years:

  • (a) Change of Name: There has been no change in name for the last five years.

  • (b) Change of Registered Office : No change in registered office of First

  • Applicant Company for the last five years.

  • (c) Change of objects : There has been no change of objects for the last five years.

k) The authorized, issued, subscribed and paid-up share capital of the First Applicant Company as on March 31, 2023 is as under:

39

==> picture [379 x 206] intentionally omitted <==

----- Start of picture text -----

Share Capital Amount (Rupees)
Authorized Share Capital
600,000 equity shares of Re. 1 each
6,00,000
650,000 Redeemable Preference shares of Re. 1
6,50,000
each
TOTAL 12,50,000
Issued, subscribed, and paid up Share Capital
1,20,000 equity shares of Re. 1 each 1,20,000
TOTAL 1,20,000
----- End of picture text -----

Subsequent to the above date, there has been no change in the authorized, issued, subscribed and paid-up share capital of the First Applicant Company.

l) A summary of the assets and liabilities of the First Applicant Company as

per the Audited Balance Sheet as on 31 March 2023 are as follows:

==> picture [379 x 263] intentionally omitted <==

----- Start of picture text -----

Liabilities Amount as on Assets Amount as on
31 [st] March 2023 31 [st] March
(in Millions) 2023 (in
Millions)
Share capital 0.12 Non-Current 178.94
Assets
Other Equity 178.89 Current Assets 0.10
Non-Current - - -
liabilities
Current 0.03 - -
liabilities
Total 179.04 Total 179.04
----- End of picture text -----

m) Names of the Promoters and Directors of the First Applicant Company along with their addresses:

(i). The details of the promoters of the Company are as follows:

40

Sr.
No
Name of
Promoter/Promoter
Group
Category Address
1 Dr.
Lalit
Surajmal
Kanodia
Promoter 1201 Red Rose
Apartments, 44
Pochkhanwala Road Worli
Sea Face, Prabhadevi,
Mumbai – 400030.
2 Mr.
Sameer
Lalit
Kanodia
Promoter 1201 Red Rose
Apartments, 44
Pochkhanwala Road Worli
Sea Face, Prabhadevi,
Mumbai – 400025.
3 Vikrant Trust Promoter 1201 Red Rose
Apartments, 44
Pochkhanwala Road Worli
Sea Face, Prabhadevi,
Mumbai – 400025.

(ii) The details of the Directors of the Company are as follows:

Sr.
No
Name of Director Designation Address
1 Mr.
Lalit
Surajmal
Kanodia
Director 1201 Red Rose Apartments,
44 Pochkhanwala Road
Worli Sea Face, Prabhadevi,
Mumbai – 400030.
2 Mr. Rahul Lalit Kanodia Director 2102 and 2202, Vivarea,
Tower A, Sane Guruji Marg,
Mahalaxmi East, Near Jacob
Circle Mumbai – 400011.
3 Mr. Sameer Lalit Kanodia Director 1201 Red Rose Apartments,
44 Pochkhanwala Road
Worli Sea Face, Prabhadevi,
Mumbai – 400025.

41

  • n) The date of the Board Meeting of the First Applicant Company at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favor of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

  • i. The Board of Directors of First Applicant Company approved the Scheme at its meeting held on March 4, 2022. Details of the manner in which the

Directors of First Applicant Company voted at this meeting are as follows:

S.
No.
Name of Director Voted in favor/ against/
abstained
1. Mr. Lalit Surajmal Kanodia In favour
2. Mr. Rahul Lalit Kanodia In favor
3. Mr. Sameer Lalit Kanodia In favor
  • o) None of the Directors, the Key Managerial Personnel of First Applicant Company and their respective Relatives have any interests, financial or otherwise in the Scheme, except to the extent of their respective shareholding in the First Applicant Company or Second Applicant Company (as applicable) if any, and/or to the extent the said Directors / Key Managerial Personnel are common Directors of the First and Second Applicant Company (as applicable). The details of the shareholding of Directors and Key Managerial Personnel of First Applicant Company as on date of Notice is as follows:
S. No. Name Designation No. of shares No. of shares
held in Second held in First
Applicant Applicant
Company Company
1. Mr. Lalit Surajmal
Kanodia
Director 16,39,765 40,000
2. Mr. Sameer Lalit
Kanodia
Director 20,44,875 40,000
3. Mr. Rahul Lalit
Kanodia
Director 209 Nil
  • p) As on March 31, 2023 the First Applicant Company has no Secured Creditor. The

First Applicant Company has 1 unsecured creditor as on March 31, 2023 and

42

amount due to such Unsecured Creditor is INR 0.001 million as on March 31, 2023.

q) Disclosure about the effect of the compromise or amalgamation on:

Disclosure about the effect of the compromise or amalgamation on:
Shareholders The effect of the Scheme on the shareholders,
Promoters promoters, non-promoter shareholders, and
key managerial personnel/Directors of the
Company is given in the report adopted by the
Board of Directors of First Applicant
Company pursuant to the provisions of
Section 232(2)(c) of the Act which is attached
asANNEXURE 5to this Statement.
Non-Promoter
Shareholders
Key Managerial Personnel
(KMP)
Directors
Depositors There are no depositors. Not Applicable.
Creditors No
compromise
or
arrangement
with
creditors.
Debenture holders There are no debenture holders in the First
Applicant Company. Hence this is not
applicable.
Deposit
trustee
and
debenture trustee
There is no deposit trustee or debenture trustee
in the First Applicant Company. Hence this is
not applicable.
Employees of the Company Employees, if any will continue to be the
Employees of Second Applicant Company,
without any break or interruption in service as
a result of the merger.
  • r) The Scheme is filed with the Registrar of Companies on July 5, 2023

  • s) There are no material investigations or proceedings pending against the First Applicant Company or its Directors under as per the terms of Section 230(2)(a) of Companies Act, 2013.

  • Other details regarding the Scheme required as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016:

43

1. Relationship between the Companies :

First Applicant Company, is the promoter of Second Applicant Company, holding 54.45% of the total equity shares in the Second Applicant Company.

  1. Appointed Date ” means April 1, 2021; or such other date as may be approved by the NCLT for the purpose of this Scheme;

  2. Effective Date ” means the dates on which the Order of the NCLT sanctioning the Scheme of Amalgamation is filed with the Registrar of Company, Mumbai, Maharashtra State by the respective companies. Any references in this Scheme to the date of “coming into effect of this scheme” or “effectiveness of this scheme” or “Scheme taking effect” shall mean the Effective Date;

  3. “Record Date” shall mean the date to be fixed by the Board of Directors of the Second Applicant Company for the purpose of issue of shares of the Second Applicant Company to the shareholders of the First Applicant Company.

  4. Consideration for the Amalgamation: Extract of clause 10.1 is pasted below in italics: 10.1. Upon coming into effect of the Scheme and in consideration for amalgamation of the Transferor Company with and into the Transferee Company, the Transferee Company shall, without any further application or deed and without any further payment, issue and allot to all the equity shareholders of the Transferor Company (whose names appear in the register of members as on the Record Date) an equal number of equity shares as the equity shares held by the Transferor Company in the Transferee Company in the following manner:

‘3,20,98,742 fully paid equity shares of INR 5/- each of DGSL to be issued and allotted to the Equity Shareholders of Delta, in proportion to their holdings in Delta in the event of amalgamation of Delta into DGSL’.

9. Rationale and benefits of the Scheme as perceived by the Board of Directors of the Company:

Rationale for the Scheme:

It is proposed to amalgamate the First Applicant Company into the Second Applicant Company by the Scheme, as a result of which the shareholders of the First Applicant

44

Company (including the promoter/ promoter group of the Second Applicant Company) would directly hold shares in the Second Applicant Company, since it is envisaged that the following benefits would, inter alia, accrue to the Second Applicant Company:

  • a) The amalgamation will result in the promoters of the First Applicant Company directly holding shares in the Second Applicant Company, which will lead not only to simplification of the shareholding structure and reduction of shareholding tiers but also demonstrate the promoter group’s direct commitment to and engagement with the Second Applicant Company;

  • b) The amalgamation will enable greater focus of the management on the business and facilitate in creating enhanced value for the Second Applicant Company’s shareholders and allow a focused strategy in operations, which would be in the best interest of all its shareholders, creditors, and stakeholders;

  • c) The promoter group of the Second Applicant Company is desirous of streamlining its holding in the Second Applicant Company. As a step towards such rationalization, it is proposed to merge the First Applicant Company into the Second Applicant Company;

  • d) The promoters would continue to hold the same percentage of shares in the Second Applicant Company, pre and post-amalgamation. There would also be no change in the paid-up share capital and the financial position of the Second Applicant Company.

  • e) Further, the Scheme also provides that the shareholders of the First Applicant Company shall indemnify the Second Applicant Company and keep the Second Applicant Company indemnified for liability, claim, or demand, if any, which may devolve on the Second Applicant Company on account of this amalgamation.

Accordingly, the Board of Directors of Applicant Companies has formulated this Scheme for the transfer and vesting of the First Applicant Company into the Second Applicant Company pursuant to the provisions of Section 230-232 and other relevant provisions of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof). Copy of Scheme is attached

45

herewith as ANNEXURE 6.

10. Summary of the Valuation Report and Fairness Opinion:

The valuation report was issued by RV Shreyansh M. Jain (Registered Valuer Registration No. IBBI/RV/03/2019/12124) describing, inter alia, the methodologies adopted by them in arriving at the Share Exchange Ratio and setting out the detailed computation of the Share Exchange Ratio for the proposed Scheme. In the Valuation Report, the valuer has stated that upon the Scheme being effective and in consideration of transfer and vesting of the Undertaking (as defined under the Scheme) from the First Applicant Company to the Second Applicant Company in terms of the Scheme, Second Applicant Company shall issue and allot equity shares to the shareholders of the First Applicant Company in accordance with the Share Exchange Ratio. Upon merger 3,20,98,742 fully paid equity shares of INR 5/- each of Second Applicant Company to be issued and allotted to the Equity Shareholders of First Applicant Company, in proportion to their holdings in First Applicant Company in the event of amalgamation of First Applicant Company into Second Applicant Company.

In compliance with Para (A)(2)(d) of Part I of SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020, as amended and updated by SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 read with SEBI Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023 (“ SEBI Scheme Circular ”), a Fairness Opinion dated 4[th] March, 2022 issued by Kunvarji Finstock Private Limited, stating that the Valuation Report is fair and reasonable. The recommendation of the Share Exchange Ratio has been approved by the Audit Committee and Board of Directors of the First and Second Applicant Company. Valuation Report is attached herewith as “ ANNEXURE 7”.

11. Detail of capital restructuring

As an integral part of the Scheme, and upon the coming into effect of the Scheme and with deemed effect from the Appointed Date, the Authorized share capital of First Applicant Company shall be merged with the Authorized share capital of Second Applicant Company. (Refer Clause 12 of the Scheme of Amalgamation).

12. Detail of debt restructuring:

There shall be no debt restructuring of the First and Second Applicant Company pursuant to the Scheme.

46

  1. Inspection of the following documents may be taken at the Registered Office of the First and Second Applicant Company on any working day (except Saturday, Sunday and Public Holiday) prior to the date of the meeting between 10.00 A.M. to 4.00 P.M. An advance notice should be given by e-mail to the Company at [email protected] if it is desired to obtain copies of the Notice from the Registered Office of the Company. Alternatively, a request for obtaining an electronic/ soft copy of the Notice and Explanatory Statement may be made by writing an email to [email protected] :

  2. (a) Order dated June 22, 2023 passed by the Hon’ble Tribunal in Company Application No C.A. (CAA) 50/MB/2023, directing the convening of the meeting of equity shareholders of Second Applicant Company;

  3. (b) Copy of the Scheme of Amalgamation;

  4. (c) Independent valuation report, dated March 4, 2022 issued by RV Shreyansh M. Jain (Registered Valuer Registration No. IBBI/RV/03/2019/12124), describing, inter alia , the methodologies adopted by them in arriving at the Share Exchange Ratio and setting out the detailed computation of the Share Exchange Ratio for the proposed Amalgamation;

  5. (d) Fairness Opinion dated March 4, 2022 issued by Kunvarji Finstock Private Limited stating that the Valuation Report is fair and reasonable;

  6. (e) The certificates issued by the statutory auditors of the Second Applicant Company to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act is attached herewith as ANNEXURE 8 ;

  7. (f) Contracts or agreements material to the scheme: There has been no contracts or agreements material to the scheme. Hence, not applicable;

  8. (g) Memorandum and Articles of Associations of the Companies;

47

  • (h) Latest Annual Report of the Companies;

  • (i) Copy of the Audit Committee Report dated March 4, 2022 of the Second Applicant Company;

  • (j) Copy of the resolution passed by the Board of Directors of the First and Second Applicant Company dated March 4, 2022, approving the Scheme;

  • (k) Observation letters dated August 26, 2022 issued by BSE Limited and National Stock Exchange of India Limited to the Second Applicant Company;

  • (l) Copy of the report adopted by the Board of Directors of the First Applicant Company and Second Applicant Company as per the provisions of Section 232(2) (c) of the Act.

  • (m) Abridged Prospectus for First Applicant Company duly certified by Kunvarji Finstock Private Limited, a SEBI Registered Merchant Banker ( ANNEXURE 9

  • Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities required, received or pending for the purpose of the

Scheme :

  • (i) In terms of Regulation 37 of the Listing Regulations, BSE and NSE, by its letter, dated August 26, 2022, have issued its no objection to the Scheme. Copy of the said observation letter dated August 26, 2022 as received from BSE and NSE are enclosed as ANNEXURE 10 .

  • (ii) As required by the SEBI Scheme Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, the Company has filed its Complaint reports dated April 19, 2022 and May 16, 2022 with BSE and NSE. Copy of the said Complaint reports filed by the Company is enclosed as ANNEXURE 11.

  • (iii) The Scheme was filed by the Applicant Companies with the Mumbai Bench of the NCLT on February 18, 2023. The Hon’ble NCLT, Mumbai Bench has passed directions to convene Meetings(s) of Equity Shareholders of Second Applicant

48

Company vide an Order dated June 22, 2023. Copy of Order is attached herewith as ANNEXURE 12.

  • (iv) The Scheme is conditional and subject to necessary sanctions and approvals as set out in the Scheme.

Other details regarding the Scheme required as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016:

  1. Undertaking of the Amalgamating Company means all the Assets and Liabilities of the First Applicant Company and Second Applicant Company: Refer Clause 7 of the Scheme of Amalgamation.

  2. In the opinion of the Board, the said scheme will be of advantage and beneficial to the Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable.

  3. This statement may be treated as an Explanatory Statement under Section 230(3), 232(1), 232(2) and 102 of the Act and the statement for the purposes of Rule 6(3) of the Rules.

  4. After the Scheme is approved by the Equity Shareholders of Second Applicant Company, it will be further subject to the approval by the Hon'ble National Company Law Tribunal Mumbai Bench.

  5. Compliance Report under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Second Applicant Company is attached herewith as ANNEXURE 13.

S/d-

Ms. Divya Kumat

Chairperson appointed by Hon’ble NCLT for the Meeting of equity shareholders of the

Datamatics Global Services Limited

Dated this 5[th] day of July, 2023 at Mumbai.

Registered Office:

Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri East, Mumbai – 400093.

49

ANNEXURE - 1

50

51

52

53

==> picture [371 x 39] intentionally omitted <==

54

55

56

57

58

ANNEXURE -2

PRE-SCHEME EQUITY SHAREHOLDING PATTERN OF DELTA INFOSOLUTIONS PRIVATE LIMITED (‘TRANSFEROR COMPANY’)

Sr. No. Name of equity shareholder No. of equity
shares (FV INR 1
each)
% Holding
1. Dr. Lalit S Kanodia 40,000 33.33%
2. Mr. Sameer L Kanodia 40,000 33.33%
3. Vikrant Trust 40,000 33.33%
TOTAL 1,20,000 100.00%

For, Delta Infosolutions Private Limited

Digitally signed by LALIT LALIT SURAJMAL SURAJMAL KANODIA KANODIA Date: 2023.07.05 16:02:44 +05'30'

_____ Dr. Lalit S. Kanodia Director DIN: 00008050

Date: July 05, 2023 Place: Mumbai

59

ANNEXURE 3

SHAREHOLDING OF THE PROMOTERS OF THE DATAMATICS GLOBAL SERVICES LIMITED (‘TRANSFEREE

COMPANY’) PRE SCHEME AS ON JUNE 16, 2023

Sr.No Name of Promoter Number of Shares
Held
Percentage of Equity
Share Capital
1 Lalit Surajmal Kanodia 16,39,765 2.78%
2 Asha Lalit Kanodia 13,79,522 2.34%
3 Sameer Lalit Kanodia 20,44,875 3.47%
4 Shubhlakshmi Dani 17,80,000 3.02%
5 Priyadarshini Kanodia 2,49,852 0.42%
6 Yogendra Kanodia HUF 1,475 0.00%
7 Rahul Lalit Kanodia 209 0.00%
8 Chandravati S Kanodia 36 0.00%
9 Lalit S. Kanodia HUF – 2 0 0.00%
10 Amrita Vidur Bhogilal 0 0.00%
11 Aneesha Aditya Dalmia 0 0.00%
12 Rashmi Yogendra Kanodia 8,600 0.01%
13 Delta Infosolutions Private Limited 3,20,98,742 54.45%
Total 3,92,03,076 66.50%

For Datamatics Global Services Limited

DIVYA Digitally signed by DIVYA KUMAT KUMAT Date: 2023.07.05 16:05:36 +05'30'

Divya Kumat EVP, Chief Legal Officer and Company Secretary

Place: Mumbai Date: July 05, 2023

60

SHAREHOLDING OF THE PROMOTERS OF THE DATAMATICS GLOBAL SERVICES LIMITED (‘TRANSFEREE COMPANY’) AFTER THE SCHEME BECOMES EFFECTIVE

Sr.No Name of Promoter Number of Shares
Held
Percentage of Equity
Share Capital
1 Lalit Surajmal Kanodia 1,23,38,276 20.93%
2 Asha Lalit Kanodia 13,79,522 2.34%
3 Sameer Lalit Kanodia 1,27,43,386 21.62%
4 Shubhlakshmi Dani 17,80,000 3.02%
5 Priyadarshini Kanodia 2,49,852 0.42%
6 Yogendra Kanodia HUF 1,475 0.00%
7 Rahul Lalit Kanodia 209 0.00%
8 Chandravati S Kanodia 36 0.00%
9 Lalit S. Kanodia HUF - 2 0 0.00%
10 Amrita Vidur Bhogilal 0 0.00%
11 Aneesha Aditya Dalmia 0 0.00%
12 Rashmi Yogendra Kanodia 8,600 0.01%
13 Vikrant Trust (Lalit Surajmal Kanodia,
Priyadarshini Kanodia, Rahul Kanodia -
Trustees)
1,07,01,720 18.15%
Total 3,92,03,076 66.50%

For Datamatics Global Services Limited

DIVYA Digitally signed by DIVYA KUMAT KUMAT Date: 2023.07.05 16:06:05 +05'30'

Divya Kumat EVP, Chief Legal Officer and Company Secretary

Place: Mumbai Date: July 05, 2023

61

Name of Listed Entity : DATAMATICS GLOBAL SERVICES LIMITED Script Code and name : NSE - DATAMGLOB , BSE - 532528 Shareholding pattern as per Reg. 31(1)(b)

SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED (‘TRANSFEREE COMPANY’) PRE SCHEME AS ON JUNE 16, 2023

The Listed entity is required to submit the following declaration to the extent of submission of information The Listed entity is required to submit the following declaration to the extent of submission of information The Listed entity is required to submit the following declaration to the extent of submission of information The Listed entity is required to submit the following declaration to the extent of submission of information The Listed entity is required to submit the following declaration to the extent of submission of information
Promoter and Promoter
Group
Public Non Promoter Non Public
Sr. No. Particulars Yes/No Yes/No Yes/No
1 Whether the Listed Entity has issued any partly paid up shares? NO NO NO
2 Whether the Listed Entity has issued any Convertible Securities or Warrants? NO NO NO
3 Whether the Listed Entity has any shares against which depository receipts
are issued?
NO NO NO
4 Whether the Listed Entity has any shares in locked-in? NO NO NO
5 Whether any shares held by promoters are pledged or otherwise
encumbered?
NO NA NA
6 Whether the Listed Entity has issued any Differential Voting Rights? NO NO NO

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Table I - Summary Statement holding of specified securities
Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED
SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED (‘TRANSFEREE COMPANY’) PRE SCHEME AS ON JUNE 16, 2023
Categ Category of Nos. of No. of fully No. of Nos. of shares Total Nos. Shareholding Number of voting Rights held in No of shares Shareholding Number of Number of shares Number of
ry shareholder share paid up partly underlying shares as a % of total each class of securities underlying as a % assuming Locked in pledged or otherwise equity
(I) (II) holders equity paid-up Depository held no. of shares (IX) outstanding full conversion shares encumbered shares held
(III) shares equity Receipts (VII = (Calculated as No of voting Rights Total as convertible of convertible (XII) (XIII) in
held shares (VI) IV+V+VI) per SCRR, Class Class Total a % of Securities securities(as a % No. As a % of No. As a % of dematerializ
(IV) held 1957) X Y Voting (including of diluted share (a) total shares (a) total shares ed form
(V) (VIII) Rights warrants) capital) held held (XIV)
As a % of (X) (XI) =(VII)+(X) (b) (b)
(A+B+C2) as a % of A+B+C2
(A) Promoter and Promoter Group 10 39203076 0 0 39203076 66.50 39203076 0 39203076 66.50 0 0 0 0.00 0.00 0.00 39203076
(B) Public 41008 19746261 0 0 19746261 33.50 19746261 0 19746261 33.50 0 0 0 0.00 0.00 0.00 19680281
(C) Non Promoter - Non Public 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0.00 0.00 0
(C1) Shares underlying DRs 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0.00 0.00 0
(C2) Shares held by Employee Trusts 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0.00 0.00 0
Total 41018 58949337 0 0 58949337 100 58949337 0 58949337 100 0 0 0 0 0 0 58883357
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Table II - Statement showing Shareholding Pattern of the Promoter and Promoter Group Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED

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Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED
SHAREHOLDING OF THE PROMOTERS OF THE DATAMATICS GLOBAL SERVICES LIMITED (‘TRANSFEREE COMPANY’) PRE SCHEME AS ON JUNE 16, 2023
Face Value 5.00
Category and Name Entity type No. of No. of fully Partly Nos. of Total Nos. Shareholding Number of voting Rights held in No of shares Shareholding Number of Number of shares Number of
of the i.e. shareh paid up paid-up shares shares % calculate each class of securities underlying as a % assuming Locked in pledged or otherwise equity
shareholders promoter olders equity shares equity underlying held as per (IX) outstanding full conversion shares encumbered shares held
(I) OR (III) held shares Depository (VII = SCRR 1957 No of voting Rights Total as convertible of convertible (XII) (XIII) in
promoter (IV) held Receipts IV+V+VI) As a % of Class Class Total a % of Securities securities(as a No. As a % of No. As a % of dematerializ
group entity (V) (VI) (A+B+C2) X Y Total (including percentage of (a) total shares (a) total shares ed form
(except (VIII) voting warrants) diluted share held held (XIV)
promoter) rights (X) capital) (b) (b)
(XI)=(VII)+(X)
as a % of
1 Indian
(a) Individuals/Hindu Undivided Family 8 7104334 0 0 7104334 12.05 7104334 0 7104334 12.05 0 0 0 0.00 0 0.00 7104334
SAMEER LALIT KANODIA GROUP 0 2044875 0 0 2044875 3.47 2044875 0 2044875 3.47 0 0 0 0.00 0 0.00 2044875
SHUBHLAKSHMI DANI GROUP 0 1780000 0 0 1780000 3.02 1780000 0 1780000 3.02 0 0 0 0.00 0 0.00 1780000
LALIT SURAJMAL KANODIA PROMOTER 0 1639765 0 0 1639765 2.78 1639765 0 1639765 2.78 0 0 0 0.00 0 0.00 1639765
ASHA LALIT KANODIA PROMOTER 0 1379522 0 0 1379522 2.34 1379522 0 1379522 2.34 0 0 0 0.00 0 0.00 1379522
PRIYADARSHINI KANODIA GROUP 0 249852 0 0 249852 0.42 249852 0 249852 0.42 0 0 0 0.00 0 0.00 249852
YOGENDRA KANODIA HUF GROUP 0 1475 0 0 1475 0.00 1475 0 1475 0.00 0 0 0 0.00 0 0.00 1475
RAHUL LALIT KANODIA GROUP 0 209 0 0 209 0.00 209 0 209 0.00 0 0 0 0.00 0 0.00 209
CHANDRAVATI S KANODIA GROUP 0 36 0 0 36 0.00 36 0 36 0.00 0 0 0 0.00 0 0.00 36
LALIT S. KANODIA HUF - 2 GROUP 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
AMRITA VIDUR BHOGILAL GROUP 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
ANEESHA ADITYA DALMIA GROUP 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
RASHMI YOGENDRA KANODIA GROUP 1 8600 0 0 8600 0.01 8600 0 8600 0.01 0 0 0 0.00 0 0.00 8600
(b) Central Government/State
Government(s) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
(c) Financial Institutions / Banks 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
(d) Any Other (specify) 0 0 0 0 0 0.00 0 0.00 0 0.00 0
(d)(i) Bodies Corporate 1 32098742 0 0 32098742 54.45 32098742 0 32098742 54.45 0 0 0 0.00 0 0.00 32098742
DELTA INFOSOLUTIONS PRIVATE
LIMITED PROMOTER 0 32098742 0 0 32098742 54.45 32098742 0 32098742 54.45 0 0 0 0.00 0 0.00 32098742
(d)(ii) NBFC Registered with RBI 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
(d)(iii) Trust 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
Sub Total (A)(1) 10 39203076 0 0 39203076 66.4985 39203076 0 39203076 66.5 0 0 0 0 0 0 39203076
2 Foreign
(a) Individuals (Non-Resident
Individuals/Foreign Individuals) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
(b) Government 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
(c) Institutions 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
(d) Foreign Portfolio Investor 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
(e) Any Other (specify) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
(e)(i) Bodies Corporate 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
Sub Total (A)(2) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Total Shareholding of Promoter and
Promoter Group (A)=(A)(1)+(A)(2) 10 39203076 0 0 39203076 66.5 39203076 0 39203076 66.5 0 0 0 0 0 0 39203076
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Table III - Statement showing Shareholding Pattern of the Public shareholder
Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED
SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED (‘TRANSFEREE COMPANY’) PRE SCHEME AS ON JUNE 16, 2023
Category and Name PAN No. of No. of fully Partly Nos. of Total Nos. Shareholdin Number of voting Rights held in No of shares Total Number of Number of shares Number of Sub-categorization of shares
of the (II) shareh paid up paid- underlying shares % calculate each class of securities underlying as a % assuming Locked in pledged or otherwise equity (XV)
shareholders olders equity shares equity Depository held as per (IX) outstanding full conversion shares encumbered shares Shareholding (No. of shares) under
(I) (III) held shares Receipts (VII = SCRR 1957 No of voting Rights Total as convertible of convertible (XII) (XIII) in Sub- Sub- Sub-
(IV) held (VI) IV+V+VI) As a % of Class Class Total a % of Securities securities(as a No. As a % of No. As a % of demateriali category category category
(V) (A+B+C2) X Y Total (including percentage of (a) total (a) total ed form (i) (ii) (iii)
(VIII) voting warrants) diluted share held (Not held (XIV)
rights (X) capital) (b) applicable) (b)
(XI) (Not
Applicable)
1 Institutions (Domestic)
(a) Mutual Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(b) Venture Capital Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(c) Alternate Investment Funds 3 114441 0 0 114441 0.19 114441 0 114441 0.19 0 0 0 0.00 0 0.00 114441 0 0 0
(d) Banks 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(e) Insurance Companies 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(f) Provident Funds / Pension Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g) Asset Reconstruction Companies 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(h) Sovereign Wealth Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(i) NBFCs registered with RBI 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(j) Other Financial Institutions 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(k) Any Other (specify) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
Qualified Institutional Buyer 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
Sub Total (B)(1) 3 114441 0 0 114441 0.1941 114441 0 114441 0.1944 0 0 0 0 0 0 114441 0 0 0
2 Institutions (Foreign)
(a) Foreign Direct Investment 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(b) Foreign Venture Capital Investors 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(c) Sovereign Wealth Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(d) Foreign Portfolio Investors Category I 34 1249876 0 0 1249876 2.12 1249876 0 1249876 2.12 0 0 0 0.00 0 0.00 1249876 0 0 0
(e) Foreign Portfolio Investors Category II 4 299599 0 0 299599 0.51 299599 0 299599 0.51 0 0 0 0.00 0 0.00 299599 0 0 0
(f) Overseas Depositories (holding
DRs)(balancing figure) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g) Any Other (specify) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g)(i) FII 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g)(ii) Foreign Banks 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g)(iii) Foreign Portfolio Investors Category 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g)(iv) Any Other 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
Sub Total (B)(2) 38 1549475 0 0 1549475 2.6285 1549475 0 1549475 2.6322 0 0 0 0 0 0 1549475 0 0 0
3 Central Government/State Government(s)
(a) Central Government / President of
India 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(b) State Government / Governor 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(c) Shareholding by Companies or
Bodies Corporate where Central /
State Government is a promoter 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(d) Any Other (specify) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
OTHERS/OTHERS Promoter 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
Sub Total (B)(3) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
4 Non-institutions
(a) Associate companies / Subsidiaries 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(b) Directors and their relatives
(excluding independent directors and
nominee directors) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(c) Key Managerial Personnel 1 200 0 0 200 0.00 200 0 200 0.00 0 0 0 0.00 0 0.00 200 0 0 0
(d) Relatives of promoters (other than
immediate relatives of promoters
disclosed under 'Promoter and
Promoter Group' category) 1 5000 0 0 5000 0.01 5000 0 5000 0.01 0 0 0 0.00 0 0.00 5000 0 0 0
(e) Trusts where any person belonging
to 'Promoter and Promoter Group'
category is'trustee', 'beneficiary', or
'author of the trust' 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(f) Investor Education and Protection
Fund (IEPF) 1 82234 0 0 82234 0.14 0 0 0 0.14 0 0 0 0.00 0 0.00 82234 0 0 0
(g) Resident Individuals holding nominal
share capital up to Rs. 2 lakhs 39275 7600849 0 0 7600849 12.89 7600849 0 7600849 12.89 0 0 0 0.00 0 0.00 7534869 0 0 0
(h)
Resident Individuals holding nominal
share capital in excess of Rs. 2 lakhs 20 3739932 0 0 3739932 6.34 3739932 0 3739932 6.34 0 0 0 0.00 0 0.00 3739932 0 0 0
SHAUNAK JAGDISH SHAH AAQPS1939J 0 999149 0 0 999149 1.69 999149 0 999149 1.69 0 0 0 0.00 0 0.00 999149 0 0 0
JAGDISH AMRITLAL SHAH AAJPS1641L 0 800000 0 0 800000 1.36 800000 0 800000 1.36 0 0 0 0.00 0 0.00 800000 0 0 0
(i) Non Resident Indians (NRIs) 786 392274 0 0 392274 0.67 392274 0 392274 0.67 0 0 0 0.00 0 0.00 392274 0 0 0
(j) Foreign National 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(k) Foreign Companies 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(l) Bodies Corporate 181 5818590 0 0 5818590 9.87 5818590 0 5818590 9.87 0 0 0 0.00 0 0.00 5818590 0 0 0
UNIVERSAL TRUSTEES PRIVATE AAJTA4500C 0 4600000 0 0 4600000 7.80 4600000 0 4600000 7.80 0 0 0 0.00 0 0.00 4600000 0 0 0
(m) Any Other (specify) 702 443266 0 0 443266 0.75 443266 0 443266 0.75 0 0 0 0.00 0 0.00 443266 0 0 0
(m)(i) Trusts 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(m)(ii) HUF 696 440113 0 0 440113 0.75 440113 0 440113 0.75 0 0 0 0.00 0 0.00 440113
(m)(ii) Clearing Member 6 3153 0 0 3153 0.01 3153 0 3153 0.01 0 0 0 0.00 0 0.00 3153 0 0 0
(m)(iii) Unclaimed Shares 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(m)(iv) Foreign Govt. 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(m)(v) Not Mapped 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(m)(vi) Escrow Demat A/C 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
Sub Total (B)(4) 40967 18082345 0 0 18082345 30.67 18082345 0 18082345 30.67 0 0 0 0 0 0 18016365 0 0 0
Total Public Shareholding (B)=(B)(1 41008 19746261 0 0 19746261 33.5016 19746261 0 19746261 33.5016 0 0 0 0 0 0 19680281 0 0 0
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Table IV - Statement showing Shareholding Pattern of the Non Promoter - Non Public shareholder
Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED
SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED (‘TRANSFEREE COMPANY’) PRE SCHEME AS ON JUNE 16, 2023
Face Value 5.00
Category and Name PAN No. of No. of fully Partly Nos. of shares Total Nos. Shareholding Number of voting Rights held in No of shares Total Shareholding Number of Number of shares Number of
of the (II) shareh paid up paid-up underlying shares % calculate each class of securities underlying as a % assuming Locked in pledged or otherwise equity
shareholders olders equity shares equity Depository held as per (IX) outstanding full conversion shares encumbered shares held
(I) (III) held shares Receipts (VII = SCRR 1957 No of voting Rights Total as convertible of convertible (XII) (XIII) in
(IV) held (VI) IV+V+VI) As a % of Class Class Total a % of Securities securities(as a No. As a % of No. As a % of dematerializ
(V) (A+B+C2) X Y Total (including percentage of (a) total shares (a) total shares ed form
(VIII) voting warrants) diluted share held (Not held (XIV)
rights (X) capital) (b) Applicable) (b)
(XI) (Not
Applicable)
(C1) Custodian/ DR Holder 0 0 0 0 0 0.00 0.00 0.00 0.00 0.00 0 0 0 0.00 0.00 0.00 0
(C2) Welfare Trust under SEBI (Share Based
Employee Benefits and Sweat Equity)
Regulations, 2021 0 0 0 0 0 0.00 0.00 0.00 0.00 0.00 0 0 0 0.00 0.00 0.00 0
Total Non-Promoter-Non Public
Shareholding (C) = (C)(1)+(C)(2) 0 0 0 0 0 0.00 0.00 0.00 0.00 0.00 0 0 0 0.00 0.00 0.00 0
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Name of Listed Entity : DATAMATICS GLOBAL SERVICES LIMITED Script Code and name : NSE - DATAMGLOB , BSE - 532528 Shareholding pattern as per Reg. 31(1)(b)

SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED (‘TRANSFEREE COMPANY’) AFTER THE SCHEME BECOMES EFFECTIVE

The Listed entity is required to submit the following declaration to the extent of submission of information

Promoter and Promoter
Group
Public Non Promoter Non
Public
Sr. No. Particulars Yes/No Yes/No Yes/No
1 Whether the Listed Entityhas issued any partly paid upshares? NO NO NO
2 Whether the Listed Entityhas issued anyConvertible Securities or Warrants? NO NO NO
3 Whether the Listed Entity has any shares against which depository receipts
are issued?
NO NO NO
4 Whether the Listed Entityhas anyshares in locked-in? NO NO NO
5 Whether any shares held by promoters are pledged or otherwise
encumbered?
NO NA NA
6 Whether the Listed Entityhas issued anyDifferential VotingRights? NO NO NO

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Table I - Summary Statement holding of specified securities
Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED
SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED (‘TRANSFEREE COMPANY’) AFTER THE SCHEME BECOMES EFFECTIVE
Categ Category of Nos. of No. of fully No. of Nos. of shares Total Nos. Shareholding Number of voting Rights held in No of shares Shareholding Number of Number of shares Number of
ry shareholder share paid up partly underlying shares as a % of total each class of securities underlying as a % assuming Locked in pledged or otherwise equity
(I) (II) holders equity paid-up Depository held no. of shares (IX) outstanding full conversion shares encumbered shares held
(III) shares equity Receipts (VII = (Calculated as No of voting Rights Total as convertible of convertible (XII) (XIII) in
held shares (VI) IV+V+VI) per SCRR, Class Class Total a % of Securities securities(as a % No. As a % of No. As a % of dematerializ
(IV) held 1957) X Y Voting (including of diluted share (a) total shares (a) total shares ed form
(V) (VIII) Rights warrants) capital) held held (XIV)
As a % of (X) (XI) =(VII)+(X) (b) (b)
(A+B+C2) as a % of A+B+C2
(A) Promoter and Promoter Group 10 39203076 0 0 39203076 66.50 39203076 0 39203076 66.50 0 0 0 0.00 0.00 0.00 39203076
(B) Public 41008 19746261 0 0 19746261 33.50 19746261 0 19746261 33.50 0 0 0 0.00 0.00 0.00 19680281
(C) Non Promoter - Non Public 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0.00 0.00 0
(C1) Shares underlying DRs 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0.00 0.00 0
(C2) Shares held by Employee Trusts 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0.00 0.00 0
Total 41018 58949337 0 0 58949337 100.00 58949337 0 58949337 100.00 0 0 0 0.00 0.00 0.00 58883357
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Table II - Statement showing Shareholding Pattern of the Promoter and Promoter Group Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED (‘TRANSFEREE COMPANY’) AFTER THE SCHEME BECOMES EFFECTIVE

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Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED
SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED (‘TRANSFEREE COMPANY’) AFTER THE SCHEME BECOMES EFFECTIVE
Category and Name Entity type No. of No. of fully Partly Nos. of Total Nos. Shareholding Number of voting Rights held in No of shares Shareholding Number of Number of shares Number of
of the i.e. shareh paid up paid-up shares shares % calculate each class of securities underlying as a % assuming Locked in pledged or otherwise equity
shareholders promoter olders equity shares equity underlying held as per (IX) outstanding full conversion shares encumbered shares held
(I) OR (III) held shares Depository (VII = SCRR 1957 No of voting Rights Total as convertible of convertible (XII) (XIII) in
promoter (IV) held Receipts IV+V+VI) As a % of Class Class Total a % of Securities securities(as a No. As a % of No. As a % of dematerializ
group entity (V) (VI) (A+B+C2) X Y Total (including percentage of (a) total shares (a) total shares ed form
(except (VIII) voting warrants) diluted share held held (XIV)
promoter) rights (X) capital) (b) (b)
(XI)=(VII)+(X)
as a % of
1 Indian
(a) Individuals/Hindu Undivided Family 10 39203076 0 0 39203076 66.50 39203076 0 39203076 66.50 0 0 0 0.00 0 0.00 39203076
SAMEER LALIT KANODIA GROUP 0 12743386 0 0 12743386 21.62 12743386 0 12743386 21.62 0 0 0 0.00 0 0.00 12743386
SHUBHLAKSHMI DANI GROUP 0 1780000 0 0 1780000 3.02 1780000 0 1780000 3.02 0 0 0 0.00 0 0.00 1780000
LALIT SURAJMAL KANODIA PROMOTER 0 12338276 0 0 12338276 20.93 12338276 0 12338276 20.93 0 0 0 0.00 0 0.00 12338276
ASHA LALIT KANODIA PROMOTER 0 1379522 0 0 1379522 2.34 1379522 0 1379522 2.34 0 0 0 0.00 0 0.00 1379522
PRIYADARSHINI KANODIA GROUP 0 249852 0 0 249852 0.42 249852 0 249852 0.42 0 0 0 0.00 0 0.00 249852
YOGENDRA KANODIA HUF GROUP 0 1475 0 0 1475 0.00 1475 0 1475 0.00 0 0 0 0.00 0 0.00 1475
RAHUL LALIT KANODIA GROUP 0 209 0 0 209 0.00 209 0 209 0.00 0 0 0 0.00 0 0.00 209
CHANDRAVATI S KANODIA GROUP 0 36 0 0 36 0.00 36 0 36 0.00 0 0 0 0.00 0 0.00 36
LALIT S. KANODIA HUF - 2 GROUP 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
AMRITA VIDUR BHOGILAL GROUP 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
ANEESHA ADITYA DALMIA GROUP 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
RASHMI YOGENDRA KANODIA GROUP 0 8600 0 0 8600 0.01 8600 0 8600 0.01 0 0 0 0.00 0 0.00 8600
VIKRANT TRUST (LALIT SURAJMAL
KANODIA, PRIYADARSHINI KANODIA,
RAHUL KANODIA - TRUSTEES) GROUP 0 10701720 0 0 10701720 18.15 10701720 0 10701720 18.15 0 0 0 0.00 0 0.00 10701720
(b) Central Government/State
Government(s) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
(c) Financial Institutions / Banks 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
(d) Any Other (specify) 0 0 0 0 0 0.00 0 0.00 0 0.00 0
(d)(i) Bodies Corporate 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
(d)(ii) NBFC Registered with RBI 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
(d)(iii) Trust 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
Sub Total (A)(1) 10 39203076 0 0 39203076 66.4985 39203076 0 39203076 66.5 0 0 0 0 0 0 39203076
2 Foreign
(a) Individuals (Non-Resident
Individuals/Foreign Individuals) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
(b) Government 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
(c) Institutions 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
(d) Foreign Portfolio Investor 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
(e) Any Other (specify) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
(e)(i) Bodies Corporate 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0
Sub Total (A)(2) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Total Shareholding of Promoter and
Promoter Group (A)=(A)(1)+(A)(2) 10 39203076 0 0 39203076 66.5 39203076 0 39203076 66.5 0 0 0 0 0 0 39203076
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Table III - Statement showing Shareholding Pattern of the Public shareholder
Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED
SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED (‘TRANSFEREE COMPANY’) AFTER THE SCHEME BECOMES EFFECTIVE
Category and Name PAN No. of No. of fully Partly Nos. of shares Total Nos. Shareholding Number of voting Rights held in No of shares Total Shareholding Number of Number of shares Number of Sub-categorization of shares
of the (II) shareh paid up paid-up underlying shares % calculate each class of securities underlying as a % assuming Locked in pledged or otherwise equity (XV)
shareholders olders equity shares equity Depository held as per (IX) outstanding full conversion shares encumbered shares held Shareholding (No. of shares) under
(I) (III) held shares Receipts (VII = SCRR 1957 No of voting Rights Total as convertible of convertible (XII) (XIII) in Sub- Sub- Sub-
(IV) held (VI) IV+V+VI) As a % of Class Class Total a % of Securities securities(as a No. As a % of No. As a % of dematerializ category category category
(V) (A+B+C2) X Y Total (including percentage of (a) total shares (a) total shares ed form (i) (ii) (iii)
(VIII) voting warrants) diluted share held (Not held (XIV)
rights (X) capital) (b) applicable) (b)
(XI) (Not
1 Institutions (Domestic)
(a) Mutual Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(b) Venture Capital Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(c) Alternate Investment Funds 3 114441 0 0 114441 0.19 114441 0 114441 0.19 0 0 0 0.00 0 0.00 114441 0 0 0
(d) Banks 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(e) Insurance Companies 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(f) Provident Funds / Pension Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g) Asset Reconstruction Companies 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(h) Sovereign Wealth Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(i) NBFCs registered with RBI 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(j) Other Financial Institutions 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(k) Any Other (specify) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
Qualified Institutional Buyer 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
Sub Total (B)(1) 3 114441 0 0 114441 0.19 114441 0 114441 0.19 0 0 0 0.00 0 0.00 114441 0 0 0
2 Institutions (Foreign)
(a) Foreign Direct Investment 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(b) Foreign Venture Capital Investors 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(c) Sovereign Wealth Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(d) Foreign Portfolio Investors Category I 34 1249876 0 0 1249876 2.12 1249876 0 1249876 2.12 0 0 0 0.00 0 0.00 1249876 0 0 0
(e) Foreign Portfolio Investors Category II 4 299599 0 0 299599 0.51 299599 0 299599 0.51 0 0 0 0.00 0 0.00 299599 0 0 0
(f) Overseas Depositories (holding
DRs)(balancing figure) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g) Any Other (specify) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g)(i) FII 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g)(ii) Foreign Banks 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g)(iii) Foreign Portfolio Investors Category III 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(g)(iv) Any Other 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
Sub Total (B)(2) 38 1549475 0 0 1549475 2.63 1549475 0 1549475 2.63 0 0 0 0.00 0 0.00 1549475 0 0 0
3 Central Government/State Government(s)
(a)
Central Government / President of India 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(b) State Government / Governor 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(c) Shareholding by Companies or Bodies
Corporate where Central / State
Government is a promoter 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(d) Any Other (specify) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
OTHERS/OTHERS Promoter 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
Sub Total (B)(3) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
4 Non-institutions
(a) Associate companies / Subsidiaries 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(b) Directors and their relatives (excluding
independent directors and nominee
directors) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(c) Key Managerial Personnel 1 200 0 0 200 0.00 200 0 200 0.00 0 0 0 0.00 0 0.00 200 0 0 0
(d) Relatives of promoters (other than
immediate relatives of promoters
disclosed under 'Promoter and Promoter
Group' category) 1 5000 0 0 5000 0.01 5000 0 5000 0.01 0 0 0 0.00 0 0.00 5000 0 0 0
(e) Trusts where any person belonging to
'Promoter and Promoter Group' category
is'trustee', 'beneficiary', or 'author of the
trust' 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(f) Investor Education and Protection Fund
(IEPF) 1 82234 0 0 82234 0.14 0 0 0 0.14 0 0 0 0.00 0 0.00 82234 0 0 0
(g) Resident Individuals holding nominal
share capital up to Rs. 2 lakhs 39275 7600849 0 0 7600849 12.89 7600849 0 7600849 12.89 0 0 0 0.00 0 0.00 7534869 0 0 0
(h) Resident Individuals holding nominal
share capital in excess of Rs. 2 lakhs 20 3739932 0 0 3739932 6.34 3739932 0 3739932 6.34 0 0 0 0.00 0 0.00 3739932 0 0 0
SHAUNAK JAGDISH SHAH 0 999149 0 0 999149 1.69 999149 0 999149 1.69 0 0 0 0.00 0 0.00 999149 0 0 0
JAGDISH AMRITLAL SHAH 0 800000 0 0 800000 1.36 800000 0 800000 1.36 0 0 0 0.00 0 0.00 800000 0 0 0
(i) Non Resident Indians (NRIs) 786 392274 0 0 392274 0.67 392274 0 392274 0.67 0 0 0 0.00 0 0.00 392274 0 0 0
(j) Foreign National 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(k) Foreign Companies 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(l) Bodies Corporate 181 5818590 0 0 5818590 9.87 5818590 0 5818590 9.87 0 0 0 0.00 0 0.00 5818590 0 0 0
UNIVERSAL TRUSTEES PRIVATE 0 4600000 0 0 4600000 7.80 4600000 0 4600000 7.80 0 0 0 0.00 0 0.00 4600000 0 0 0
(m) Any Other (specify) 702 443266 0 0 443266 0.75 443266 0 443266 0.75 0 0 0 0.00 0 0.00 443266 0 0 0
(m)(i) Trusts 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(m)(ii) HUF 696 440113 0 0 440113 0.75 440113 0 440113 0.75 0 0 0 0.00 0 0.00 440113
(m)(ii) Clearing Member 6 3153 0 0 3153 0.01 3153 0 3153 0.01 0 0 0 0.00 0 0.00 3153 0 0 0
(m)(iii) Unclaimed Shares 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(m)(iv) Foreign Govt. 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(m)(v) Not Mapped 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
(m)(vi) Escrow Demat A/C 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0
Sub Total (B)(4) 40967 18082345 0 0 18082345 30.67 18082345 0 18082345 30.67 0 0 0 0.00 0 0.00 18016365 0 0 0
Total Public Shareholding
(B)=(B)(1)+(B)(2)+(B)(3)+(B)(4) 41008 19746261 0 0 19746261 33.50 19746261 0 19746261 33.50 0 0 0 0.00 0 0.00 19680281 0 0 0
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Table IV - Statement showing Shareholding Pattern of the Non Promoter - Non Public shareholder Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED (‘TRANSFEREE COMPANY’) AFTER THE SCHEME BECOMES EFFECTIVE

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Name of Listed Entity: DATAMATICS GLOBAL SERVICES LIMITED
SHAREHOLDING OF DATAMATICS GLOBAL SERVICES LIMITED (‘TRANSFEREE COMPANY’) AFTER THE SCHEME BECOMES EFFECTIVE
Category and Name PAN No. of No. of fully Partly Nos. of shares Total Nos. Shareholding Number of voting Rights held in No of shares Total Shareholding Number of Number of shares Number of
of the (II) shareh paid up paid-up underlying shares % calculate each class of securities underlying as a % assuming Locked in pledged or otherwise equity
shareholders olders equity shares equity Depository held as per (IX) outstanding full conversion shares encumbered shares held
(I) (III) held shares Receipts (VII = SCRR 1957 No of voting Rights Total as convertible of convertible (XII) (XIII) in
(IV) held (VI) IV+V+VI) As a % of Class Class Total a % of Securities securities(as a No. As a % of No. As a % of dematerializ
(V) (A+B+C2) X Y Total (including percentage of (a) total shares (a) total shares ed form
(VIII) voting warrants) diluted share held (Not held (XIV)
rights (X) capital) (b) Applicable) (b)
(XI) (Not
Applicable)
(C1) Custodian/ DR Holder 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0.00 0.00 0
(C2) Welfare Trust under SEBI (Share Based
Employee Benefits and Sweat Equity)
Regulations, 2021 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0.00 0.00 0
Total Non-Promoter-Non Public
Shareholding (C) = (C)(1)+(C)(2) 0 0 0 0 0 0.00 0 0 0 0.00 0 0 0 0.00 0.00 0.00 0
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DCS/AMAL/TL/IP/2465/2022-23

“E-Letter”

August 26, 2022

The Company Secretary, DATAMATICS GLOBAL SERVICES LTD

Plot No. 58, Knowledge Centre, Street No. 17, MIDC, Andheri (E), Mumbai, Maharashtra, 400093

Dear Sir,

Sub: Observation Letter regarding the Scheme of Amalgamation between Delta Infosolutions Private Limited and Datamatics Global Services Limited and their respective shareholders

We are in receipt of the draft Scheme of Amalgamation filed by Datamatics Global Services Limited as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated August 25, 2022, has inter alia given the following comment(s) on the draft scheme of Amalgamation:

  • a) “Company shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and Shareholders, while seeking approval of the scheme.”

  • b) “Company shall ensure that additional information and undertakings, if any, submitted by the Company, after filing the scheme with the Stock Exchange, and from the date of receipt of this letter, is displayed on the websites of the listed Company and the Stock Exchanges.”

  • c) “Company shall ensure compliance with the SEBI Circulars issued from time to time.”

  • d) “The entities involved in the scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of the Transferor Company are transferred to the Transferee Company.”

  • e) “Company is advised that the information pertaining to all the Unlisted Companies involved in the Scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.”

  • f) “Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.”

  • g) “Company is advised that the details of the proposed Scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders.”

  • h) “Company is advised that the proposed Equity Shares to be issued in terms of the ‘Scheme’ shall mandatorily be in demat form only.”

  • i) “Company shall ensure that the ‘Scheme’ shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.”

  • j) “Company to ensure that no changes to the draft Scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.”

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  • k) “Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before Hon'ble NCLT and the Company obliged to bring the observations to the notice of Hon'ble NCLT.”

  • l) “Company is advised to comply with all the applicable provisions of the Companies Act, 2013, rule and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.”

  • m) “It is to be noted that the petitions are filed by the Company before Hon'ble NCLT after processing and communication of comments/observations on draft Scheme by SEBI/Stock Exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/representations.”

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

  • i. To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.

  • ii. To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.

  • iii. To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon’ble NCLT.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted company involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be six months from the date of this Letter, within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its ‘No adverse observation’ at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Byelaws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities. Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon’ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange’s representations or objections if any, would be accepted and processed through the Listing Centre only and

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no physical filings would be accepted. You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully,

Sd/Sd/- Prasad Bhide Tanmayi Lele Senior Manager Assistant Manager

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Ref: NSE/LIST/30507_I

August 26, 2022

The Company Secretary Datamatics Global Services Limited Knowledge Centre, Street No. 17, MIDC, Andheri (East), Mumbai-400 093.

Kind Attn.: Ms. Divya Kumat

Dear Madam,

Sub: Observation Letter for draft scheme of amalgamation between Delta Infosolutions Private Limited (“Transferor Company” or “Delta”) and Datamatics Global Services Limited (“Transferee Company” or “DGSL”) and their respective shareholders.

We are in receipt of draft scheme of amalgamation between Delta Infosolutions Private Limited (“Transferor Company” or “Delta”) and Datamatics Global Services Limited (“Transferee Company” or “DGSL”) and their respective shareholders vide application dated March 25, 2022.

Based on our letter reference no. NSE/LIST/30507 dated June 09, 2022, submitted to SEBI and pursuant to SEBI Master circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/665 dated November 23, 2021 and Regulation 94 (2) of SEBI (LODR) Regulations 2015, kindly find following comments on the draft scheme:

  • a. Company shall ensure disclosure of all the details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.

  • b. Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter is displayed on the websites of the listed Company and the Stock Exchanges.

  • c. The entities involved in the Scheme shall duly comply with various provisions of the Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.

  • d. Company shall ensure that the information pertaining to all the Unlisted Companies involved in the Scheme, shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.

  • This Document is Digitally Signed

  • e. Company shall ensure that the financials in the scheme including financials considered for Signer: DIPTI VIPIL CHINCHKHEDE Date: Fri, Aug 26, 2022 19:42:17 IST

  • valuation report are not for period more than 6 months old. Location: NSE

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  • f. Company shall ensure that the details of the proposed Scheme under consideration as provided to the Stock Exchange shall be prominently disclosed in the notice sent to the shareholders.

  • g. Company shall ensure that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in a demat form only.

  • h. Company shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the Scheme document.

  • i. Company shall ensure that no changes to the draft Scheme except those mandated by the regulators /authorities/ tribunals shall be made without specific written consent of SEBI.

  • j. Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT.

  • k. Company is advised to comply with the all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.

  • l. It is to be noted that the petitions are filed by the Company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

This Document is Digitally Signed

The validity of this “Observation Letter” shall be six months from August 26, 2022, within which the scheme shall be submitted to NCLT. Signer: DIPTI VIPIL CHINCHKHEDE

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Signer: DIPTI VIPIL CHINCHKHEDE Date: Fri, Aug 26, 2022 19:42:17 IST Location: NSE

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Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37(1) of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Dipti Chinchkhede Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL: https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

This Document is Digitally Signed

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Signer: DIPTI VIPIL CHINCHKHEDE Date: Fri, Aug 26, 2022 19:42:17 IST Location: NSE

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ANNEXURE - 11

Date: April 19, 2022

To, To, The General Manager Manager – Listing Compliance Department of Corporate Services National Stock Exchange of India Limited BSE Limited, P J Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Fort, Mumbai – 400 001 Bandra (E), Mumbai – 400 051 BSE Scrip Code: 532528 Symbol: DATAMATICS

  • Ref: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) for the Draft Scheme of Amalgamation presented under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 (“the Act”) for amalgamation and vesting of Delta Infosolutions Private Limited (“Transferor Company”) into Datamatics Global Services Limited (“Transferee Company”)

  • Sub: “Report on Complaints” in terms of Para 6 of Part I(A) to the SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 as amended from time to time (“SEBI Master Circular”)

Dear Sir/ Madam,

We refer to the aforementioned application which was uploaded on the BSE and NSE Listing Centre on March 25, 2022 and which was published on the BSE website on March 30, 2022 for the general public.

In terms of Regulation 37 of LODR Regulations and SEBI Master Circular, please find enclosed the Complaint Report in the format specified in the SEBI Master Circular for the period March 25, 2022 till April 15, 2022.

The Report on Complaints is also being uploaded on the website of the Company, i.e. https://www.datamatics.com/ as per the requirement of the said SEBI Master Circular.

You are requested to take the above document on record and process our application.

Yours sincerely,

For Datamatics Global Services Limited

DIVYA Digitally signed by DIVYA KUMAT KUMAT Date: 2023.07.05 16:04:09 +05'30'

Divya Kumat

EVP, Chief Legal Officer & Company Secretary

DATAMATICS GLOBAL SERVICES LTD.

Knowledge Centre, Plot 58, Street No. 17, MIDC, Andheri (East), Mumbai - 400 093. INDIA | Tel: +91 (22) 6102 0000/1/2 241 | Fax : +91 (22) 2834 3669 | CIN: L72200MH1987PLC045205 | [email protected] | www.datamatics.com

==> picture [44 x 43] intentionally omitted <==

Report on Complaints Period of Complaints Report: March 25, 2022 to April 15, 2022

Part A

Sr.
No.
Particulars Particulars Particulars Number
1. Number of complaints received directly NIL
2. Number of complaints forwarded by Stock Exchanges/ SEBI NIL
3. Total Number of complaints/comments received (1+2) NIL
4. Number of complaints resolved NIL
5. Number of complaints pending NA
Part B
Sr.
No.
Name of complainant Date of complaint Status
(Resolved/Pending)
NIL

Yours sincerely,

For Datamatics Global Services Limited

DIVYA Digitally signed by DIVYA KUMAT Date: 2023.07.05 KUMAT 16:04:26 +05'30'

Divya Kumat

EVP, Chief Legal Officer & Company Secretary

2

242

Date: May 16, 2022

To, The General Manager Department of Corporate Services BSE Limited, P J Towers, Dalal Street, Fort, Mumbai – 400 001 BSE Scrip Code: 532528

Ref: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) for the Draft Scheme of Amalgamation presented under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 (“the Act”) for amalgamation and vesting of Delta Infosolutions Private Limited (“Transferor Company”) into Datamatics Global Services Limited (“Transferee Company”)

  • Sub: “Report on Complaints” in terms of Para 6 of Part I(A) to the SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 as amended from time to time (“SEBI Master Circular”)

Dear Sir/ Madam,

We refer to the aforementioned application which was uploaded on the BSE and NSE Listing Centre on March 25, 2022 and which was published on the BSE website on March 30, 2022 for the general public.

In terms of Regulation 37 of LODR Regulations and SEBI Master Circular, please find enclosed the Complaint Report in the format specified in the SEBI Master Circular for the period March 30, 2022 to May 13, 2022.

The Report on Complaints is also being uploaded on the website of the Company, i.e. https://www.datamatics.com/ as per the requirement of the said SEBI Master Circular.

This is to inform you that we have already filed complaint report for the period from March 25, 2022 to April 15, 2022 on April 19, 2022 with BSE.

You are requested to take the above document on record and process our application.

Yours sincerely,

For Datamatics Global Services Limited

DIVYA Digitally signed by DIVYA KUMAT KUMAT Date: 2022.05.16 12:57:17 +05'30'

Divya Kumat EVP, Chief Legal Officer & Company Secretary

DATAMATICS GLOBAL SERVICES LTD.

Knowledge Centre, Plot 58, Street No. 17, MIDC, Andheri (East), Mumbai - 400 093. INDIA | Tel: +91 (22) 6102 0000/1/2 243 | Fax : +91 (22) 2834 3669 | CIN: L72200MH1987PLC045205 | [email protected] | www.datamatics.com

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Report on Complaints Period of Complaints Report: March 30, 2022 to May 13, 2022

Part A

Sr.
No.
Particulars Number
1. Number of complaints received directly NIL
2. Number of complaints forwarded by Stock Exchanges/ SEBI NIL
3. Total Number of complaints/comments received (1+2) NIL
4. Number of complaints resolved NIL
5. Number of complaints pending NA

Part B

Sr.
No.
Name of complainant Date of complaint Status
(Resolved/Pending)
NIL

Yours sincerely,

For Datamatics Global Services Limited

Digitally signed DIVYA by DIVYA KUMAT KUMAT Date: 2022.05.16 12:57:36 +05'30'

Divya Kumat EVP, Chief Legal Officer & Company Secretary

2

244

Date: May 16, 2022

To,

Manager – Listing Compliance National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051. Symbol: DATAMATICS

Ref: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) for the Draft Scheme of Amalgamation presented under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 (“the Act”) for amalgamation and vesting of Delta Infosolutions Private Limited (“Transferor Company”) into Datamatics Global Services Limited (“Transferee Company”)

Sub: “Report on Complaints” in terms of Para 6 of Part I(A) to the SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 as amended from time to time (“SEBI Master Circular”)

Ref: NSE/LIST/30507 dated April 27, 2022

Dear Sir/ Madam,

We refer to the aforementioned application which was uploaded on the BSE and NSE Listing Centre on March 25, 2022 and which was published on the NSE website on April 22, 2022 for the general public.

In terms of Regulation 37 of LODR Regulations and SEBI Master Circular, please find enclosed the Complaint Report in the format specified in the SEBI Master Circular for the period April 22, 2022 to May 13, 2022.

The Report on Complaints is also being uploaded on the website of the Company, i.e. https://www.datamatics.com/ as per the requirement of the said SEBI Master Circular.

You are requested to take the above document on record and process our application.

Yours sincerely,

For Datamatics Global Services Limited

DIVYA Digitally signed by DIVYA KUMAT Date: 2022.05.16 KUMAT 12:59:56 +05'30'

Divya Kumat EVP, Chief Legal Officer & Company Secretary

DATAMATICS GLOBAL SERVICES LTD.

Knowledge Centre, Plot 58, Street No. 17, MIDC, Andheri (East), Mumbai - 400 093. INDIA | Tel: +91 (22) 6102 0000/1/2 245 | Fax : +91 (22) 2834 3669 | CIN: L72200MH1987PLC045205 | [email protected] | www.datamatics.com

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Report on Complaints Period of Complaints Report: April 22, 2022 to May 13, 2022

Part A

Sr.
No.
Particulars Number
1. Number of complaints received directly NIL
2. Number of complaints forwarded by Stock Exchanges/ SEBI NIL
3. Total Number of complaints/comments received (1+2) NIL
4. Number of complaints resolved NIL
5. Number of complaints pending NA

Part B

Sr.
No.
Name of complainant Date of complaint Status
(Resolved/Pending)
NIL

Yours sincerely,

For Datamatics Global Services Limited

Digitally signed DIVYA by DIVYA KUMAT KUMAT Date: 2022.05.16 13:01:08 +05'30'

Divya Kumat EVP, Chief Legal Officer & Company Secretary

2

246

ANNEXURE - 12

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NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COURT III

  1. C.A.(CAA)/50/MB/2023

CORAM: SHRI H. V. SUBBA RAO, MEMBER (J) MS. MADHU SINHA, MEMBER (T)

ORDER SHEET OF THE HEARING OF MUMBAI BENCH OF THE NATIONAL COMPANY LAW TRIBUNAL ON 22.06.2023

NAME OF THE PARTIES: Delta Infosolutions Private Limited

SECTION 230(I) OF COMPANIES ACT, 2013


ORDER

Adv. Rahul appearing for the petitioner is present.

Heard the counsel appearing for the petitioner. The above petition is allowed . Detailed order would follow:

Sd/MADHU SINHA Member (Technical) //RKS//

Sd/H. V. SUBBA RAO Member (Judicial)

247

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IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH – III

C.A. (CAA) / 50 / MB / 2023

In the matter of the Companies Act, 2013

AND

In the matter of Sections 230 to Section 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016

AND

In the matter of Scheme of Amalgamation for merger of Delta Infosolutions Private Limited (‘DIPL’ or ‘the Transferor Company’ or ‘First Applicant Company’) with and into Datamatics Global Services Limited (‘DGSL or ‘the Transferee Company’ or ‘Second Applicant Company’) and their respective Shareholders (‘the Scheme’ or ‘this Scheme’)

Details of the Applicant Companies: DELTA INFOSOLUTIONS PRIVATE LIMITED

CIN: U72300MH1992PTC064911

Having Registered office at: Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri East, Mumbai- 400093

….The First Applicant Company/transferor company

DATAMATICS GLOBAL SERVICES LIMITED

CIN: L72200MH1987PLC045205

Having Registered office at: Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri East, Mumbai- 400093

….the Second Applicant Company / Transferee Company

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Order delivered on 22.06.2023

CORAM: SHRI H.V. SUBBA RAO, HON’BLE MEMBER (Judicial) MS. MADHU SINHA, HON’BLE MEMBER (Technical)

Appearances:

For the Applicant Companies: CA Rahul Atal i/b A R C H and Associates, Authorised Representative

ORDER

  1. The Authorised Representative for the Applicant Companies submits that the present Scheme is a Scheme of Amalgamation for merger of Delta Infosolutions Private Limited (‘DIPL’ or ‘the Transferor Company’ or ‘First Applicant Company’) with and into Datamatics Global Services Limited (‘DGSL or ‘the Transferee Company’ or ‘Second Applicant Company’) and their respective Shareholders (‘the Scheme’ or ‘this Scheme’) under sections 230 to 232 of the Companies Act, 2013.

  2. The Authorised Representative for the Applicant Companies submits that the First Applicant Company as per main object clause is incorporated to do following business activity :

  3. I. To carry on the business of processing both manual as well as with use of Data Processing Equipment and Computers, of Financial Instruments like shares, debentures, bonds issued by Private and Public Sectors Companies, Financial Institutions, Commercial Banks, Government and Semi-Government Bodies, Local Authorities and such other Bodies and to act and carry on the business of Registrar and Transfer Agents, and to perform all such services associated with such business.

  4. II. To carry on the business of manufacturing, development and marketing of information technology products and services, software and hardware systems and to design, develop, create, produce, compile, convert, alter, operate, write, test, record, print and document and to buy, sell, import export, exchange, let on hire, lease, licence or otherwise deal in, whether as principals or as agents,

249

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software systems, packages, programmes and information technology products, electronic products and services required for or by different organisations, industries, businesses or individuals.

  1. The Authorised Representative for the Applicant Companies submits that the Second Applicant Company is a technology company that builds intelligent solutions enabling data-driven businesses to digitally transform themselves through Robotics, Artificial Intelligence, Cloud, Mobility and Advanced Analytics.

4.

  • The Authorised Representative for the Applicant Companies submits that upon coming into effect of the Scheme and in consideration for amalgamation of the First Applicant Company with and into the Second Applicant Company, the Second Applicant Company shall, without any further application or deed and without any further payment, issue and allot to all the equity shareholders of the First Applicant Company (whose names appear in the register of members as on the Record Date) an equal number of equity shares as the equity shares held by the First Applicant Company in the Second Applicant Company in the following manner:

‘3,20,98,742 fully paid equity shares of INR 5/- each of Second Petitioner Company to be issued and allotted to the Equity Shareholders of First Petitioner Company, in proportion to their holdings in First Petitioner Company in the event of amalgamation of First Petitioner Company into Second Petitioner Company’.

5.

Rationale for the Scheme:

It is proposed to amalgamate the First Applicant Company into the Second Applicant Company by the Scheme, as a result of which the shareholders of the First Applicant Company (including the promoter/ promoter group of the Second Applicant Company) would directly hold shares in the Second Applicant Company, since it is envisaged that the following benefits would, inter alia, accrue to the Second Applicant Company:

  • a) The amalgamation will result in the promoters of the First Applicant Company directly holding shares in the Second

250

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Applicant Company, which will lead not only to simplification of the shareholding structure and reduction of shareholding tiers but also demonstrate the promoter group’s direct commitment to and engagement with the Second Applicant Company;

b)

c)

d)

The amalgamation will enable the greater focus of the management on the business and facilitate in creating enhanced value for the Second Applicant Company’s shareholders and allow a focused strategy in operations, which would be in the best interest of all its shareholders, creditors, and stakeholders;

The promoter group of the Second Applicant Company is desirous of streamlining its holding in the Second Applicant Company. As a step towards such rationalization, it is proposed to merge the First Applicant Company into the Transferee Company;

The promoters would continue to hold the same percentage of shares in the Second Applicant Company, pre and postamalgamation. There would also be no change in the paid-up share capital and the financial position of the Second Applicant Company;

e) Further, the Scheme also provides that the shareholders of the First Applicant Company shall indemnify the Second Applicant Company and keep the Second Applicant Company indemnified for liability, claim, or demand, if any, which may devolve on the Second Applicant Company on account of this amalgamation.

Accordingly, the Board of Directors of Applicant Companies has formulated this Scheme for the transfer and vesting of the First Applicant Company into the Second Applicant Company pursuant to the provisions of Section 230-232 and other relevant provisions of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof).

  1. The Authorised Representative for the Applicant Companies submits that the Board of Directors of the Applicant Companies vide their resolution

251

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7.

8.

9.

10.

dated 4[th] March 2022, approved Scheme of Amalgamation between the Applicant Companies. The Appointed Date of the Scheme is 1[st] April 2021. The Authorised Representative of the Applicant Companies submits that the Second Applicant Company has received an observation letter from the BSE Limited and the National Stock Exchange of India Limited on 26[th] August 2022.

The Authorised Representative for the Applicant Companies submits therein that there are 3 (Three) Equity Shareholders in the First Applicant Company. The Authorised Representative for the Applicant Companies further submits that the First Applicant Company have obtained consent affidavits from all the Equity Shareholders.

In view of the fact that all the Equity Shareholders of the First Applicant Company have given consent affidavits for the Scheme, the meeting of the Equity Shareholders of the First Applicant Company is hereby dispensed with.

A meeting of the Equity Shareholders of the Second Applicant Company be convened and held on Tuesday, 8[th] August 2023, at 1:00 p.m. IST through video conferencing or other audio-visual means and not in the physical presence of shareholders, for the purpose of considering, and, if thought fit, approving, with or without modification(s), the proposed Scheme. In addition to the above, the First Second Company shall also provide the facility of remote e-voting to each of its equity shareholders to cast their vote in accordance with Rule 20 of the Companies (Management & Administration) Rules, 2014, and therefore, in accordance thereto, the remote e-voting period shall remain open from Saturday, 5[th] August, 2023 (9:00 AM ) to Monday, 7[th] August 2023 (5:00 PM).

  1. The Authorised Representative for Applicant Companies submits that there are no secured creditors and unsecured creditors in the First Applicant Company as on December 31, 2022; therefore, the question of convening and holding the meeting of the secured creditors and unsecured creditors of the First Applicant Company does not arise.

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  1. The Authorised Representative for Applicant Companies submits that there are no Secured Creditors in the Second Applicant Company as on 31[st] December 2022; therefore, the question of convening and holding the meeting of the Secured Creditors of the Second Applicant Company does not arise.

  2. The Authorised Representative for the Applicant Companies further submits that as on 31[st] December 2022, there are 67 (Sixty-Seven) unsecured creditors of INR 5,17,67,276 (Rupees Five Crore Seventeen Lakhs Sixty Seven Thousand Two Hundred Seventy-Six Only) in the Second Applicant Company, which is the Transferee Company under the Scheme. Therefore, this Bench hereby directs the Second Applicant Company to obtain consent affidavits of at least ninety percent of value of total Unsecured Creditors as on 31[st] December 2022, as per Section 230(9) of the Companies Act, 2013 or to hold meeting of the Unsecured Creditors as per Section 230(6) of the Companies Act, 2013 before the final hearing .

  3. In terms of the meeting to be convened of equity shareholders of the Second Applicant Company, it is hereby directed as under:

  4. i. At least 30 (Thirty) clear days before the said meeting of the equity shareholders of the Second Applicant Company to be held as aforesaid, a notice convening the said meeting at the day, date and time as fixed in accordance with the above paras, together with a copy of the Scheme, a copy of the Explanatory statement required to be sent under section 230(3) of the Companies Act 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, shall be sent to the equity shareholders as on the closing business hours of Friday, 16[th] June 2023 of the Second Applicant Company by electronic mail to their registered e-mail address or registered post or by air mail or by courier or by speed post or by hand delivery, as per the records of the Second Applicant Company.

  5. ii. At least 30 (Thirty) days before the meeting of the Equity Shareholders of the Second Applicant Company to be held as aforesaid, a notice

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convening the said meeting, at the date and time fixed in accordance with above paras be published each in “Business Standard” in English having circulation in Mumbai, and “Navshakti” in Marathi having circulation in Mumbai, stating that copies of the Scheme and said statement required to be furnished pursuant to Section 230(3) of the Companies Act, 2013 can be obtained free of charge at the Registered Office of the respective Applicant Companies or by e-mailing the respective Applicant Companies at [email protected].

  1. The respective Applicant Companies undertakes to:

  2. i. Issue notice convening meeting of the Equity Shareholders as per Form No. CAA.2 (Rule 6) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016;

  3. ii. Issue statement containing all the particulars as per Section 230 of the Companies Act, 2013; and

  4. iii. Advertise the notice convening meeting as per Form No. CAA.2 (Rule 7) of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016. The undertaking is accepted

  5. Ms. Divya Kumat, EVP, Chief Legal Officer & Company Secretary of the Second Applicant Company, failing whom, Mr. Sandeep Mantri, EVP and Chief Financial Officer of the Second Applicant Company, failing whom, Mr. Vinay Aggarwal, Independent Director of the Second Applicant Company is hereby appointed as the Chairperson for the meeting of the equity shareholder of the Second Applicant Company.

  6. Mr. Swapneel V. Patel, Partner of Shah Patel & Associates [ACS no A41106], (COP no. 15628), having office at 198A Jaya Niwas, Gujarat Society, Sion West, Mumbai – 400 022, Practicing Company Secretary is hereby appointed as a Scrutinizer for the meeting of Equity Shareholders of the Second Applicant Company. He shall be paid Rs. 20,000/- for his service as Scrutinizer.

  7. The Chairperson appointed for the aforesaid meeting of the Second Applicant Company to issue the advertisement and send out the notices

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of the meeting of the Equity Shareholders. The said Chairperson shall have all powers under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, as may be applicable for meeting of Equity Shareholders convened and held through video conferencing or other audio-visual mode, in relation to the conduct of the meeting including for deciding procedural questions that may arise at the meeting or at any adjournment thereof or any other matter including, an amendment to the Scheme or resolution, if any, proposed at the meeting by any Equity Shareholder.

19.

20.

The quorum for the aforesaid meeting of the Equity Shareholders of the Second Applicant Company shall be as prescribed under Section 103 of the Companies Act, 2013.

The value and number of the equity shares of each equity shareholder of Second Applicant Company shall be in accordance with the books/ register of the Second Applicant Company or depository records as on the closing business hours of Tuesday, 1[st] August 2023 and where the entries in the books/ register/ depository records are disputed, the Chairperson of the meeting shall determine the value for the purpose of the aforesaid meeting and his/her decision in that behalf would be final.

  1. The Chairperson of the meeting as aforesaid, shall file a compliance affidavit not less than 7 (Seven) days before the date fixed for holding of the meeting of the Equity Shareholders of the Second Applicant Company and report to this Tribunal that the directions regarding the issue of notices and advertisements have been duly complied with, as per Rule 12 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

  2. The voting for the meeting of the Equity Shareholders of the Second Applicant Company on the proposed Scheme shall be allowed by mechanism of e-voting by shareholders or by their respective authorized representative. The voting by authorized representative, in case of a body corporate be permitted, provided that the authorization duly signed by the person entitled to attend and vote at the meeting is filed with the Second

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Applicant Company, in physical or electronic mode, at its registered office or emailed to the Company Secretary at [email protected] or to the scrutinizer at [email protected], at least 48 (Forty-Eight) hours before the aforesaid meeting, as required under Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

  1. The Chairperson(s) of the meeting shall report to this Tribunal, the result of the aforesaid meeting within 30 (Thirty) days of the conclusion of the said Meeting of the Equity Shareholders of the Second Applicant Company, and the said report shall be verified by the undertaking as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

  2. The First Applicant Company is directed to serve notices by Registered Post-AD/Speed Post and hand delivery of present Company Scheme Application along with its enclosures upon : - (i) concerned Income Tax Authority within whose jurisdiction the First Applicant Company is made (i.e. PAN : AAACD3760B, ITO - WARD 9(3)(1), MUMBAI (ii) the Central Government through the office of Regional Director, Western Region, Mumbai (iii) Registrar of Companies, Maharashtra at Mumbai, and (iv) concerned GST Authority, with a direction that they may, if they so wish, submit their representations, if any, within a period of thirty days (30) from the date of receipt of such notice to the Tribunal with copy of such representations shall simultaneously be served upon the First Applicant Company, failing which, it shall be presumed that the authorities have no representations to make on the proposals.

  3. The Second Applicant Company is directed to serve notices by Registered Post-AD/Speed Post and hand delivery of present Company Scheme Application along with its enclosures upon : - (i) concerned Income Tax Authority within whose jurisdiction the Second Applicant Company is made (i.e. PAN : AAACD4471B, DCIT - CIRCLE 1(3)(1), Mumbai) (ii) the Central Government through the office of Regional Director, Western Region, Mumbai (iii) Registrar of Companies, Maharashtra at Mumbai, (iv)

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concerned GST Authority (v) BSE Limited, (vi) National Stock Exchange of India Limited, and (vii) Securities and Exchange Board of India, with a direction that they may, if they so wish, submit their representations, if any, within a period of thirty days (30) from the date of receipt of such notice to the Tribunal with copy of such representations shall simultaneously be served upon the Second Applicant Company, failing which, it shall be presumed that the authorities have no representations to make on the proposals.

  1. The First Applicant Company, being the Transferor Company, is also directed to serve notice by Registered Post-AD/Speed Post and hand delivery containing documents as above, upon Official Liquidator, High Court, Bombay pursuant to Section 230(5) of the Companies Act, 2013, and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. This tribunal is appointing M/s Pankaj Dalal & Associates having registered office at: B3, (B), 1[st] Floor, Shree Sitaram Sadan, 282, Shamalda Gandhi Marg, Mumbai 400002, Mobile No. 9821016278 (email: [email protected]) to assist the Official Liquidator to scrutinize the books of accounts of the said Transferor company for the last 5 years and submit its representation/report to the tribunal. The aforesaid companies shall pay fees of Rs. 1,00,000/- for this purpose If no representation/ response is received by the Tribunal from Official Liquidator, Mumbai, within a period of thirty days from the date of receipt of such notice, it will be presumed that Official Liquidator has no representation/ objection to the proposed Scheme, as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

  2. The Authorized Representative for the Applicant Companies further clarifies that the Applicant Companies will file Company Scheme Petition and comply with the provision of service of notices upon all the regulatory authorities and filing of Affidavit of Service, Chairperson’s Report of the Applicant Companies.

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  1. That the Applicant Companies to file an Affidavit of Service of the directions given by the Tribunal in the Registry for service of notice to the regulatory authorities as stated above and do report to this Tribunal that the directions regarding the issue of notices have been duly complied with. The Applicant Companies are also directed to include in the affidavit of service of proof of dispatch of notices sent to unsecured creditors of the Applicant Companies, wherever applicable or as directed hereinabove.

  2. The Appointed Date of the Scheme is 1[st] April 2021

  3. Ordered Accordingly.

SD/-

MADHU SINHA MEMBER (TECHNICAL)

SD/-

H.V. SUBBA RAO MEMBER (JUDICIAL)

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ANNEXURE - 13

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