Dc Infotech and Communication Limited — Proxy Solicitation & Information Statement 2024

Jul 19, 2024

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Date: 19[th] July, 2024

To, To, Compliance Department. Compliance Department. National Stock Exchange of India Ltd. BSE Limited, Exchange Plaza, Plot no. C/1, G Block, P.J. Towers, Dalal Street, Fort, Bandra-Kurla Complex, Mumbai-400 001. Bandra (E), Mumbai - 400 051.

Symbol: DCI/543636 ISIN: INE0A1101019 Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 –Postal Ballot Notice.

Dear Sir/ Madam,

We wish to inform you that, pursuant to Regulation 30 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), please find enclosed notice of postal ballot along with the explanatory statement for seeking the approval of the Members of the Company for below items of business:

1. Re-appointment of Ms. Lipee Varun Vasani (DIN: 08521484) as an Independent Director of the Company for a second term of 5 years.

2. Re-appointment of Ms. Sneha Pratik Satyuga (DIN: 08456107) as an Independent Director of the Company for a second term of 5 years.

3. Re-appointment of Mr. Devendra Kishorkumar Sayani (DIN: 06731484) as a Wholetime Director.

4. Re-appointment of Mr. Chetankumar Hasmukhlal Timbadia (DIN: 06731478) as the Managing Director.

In accordance with the relevant circulars issued by Ministry of Corporate Affairs (“MCA”) and SEBI, notice of the postal ballot is being sent only by electronic mode to those Members, whose names appear in the Register of Members/list of beneficial owners as on Friday, July 12, 2024 (“Cut-off Date”) and whose e-mail addresses are registered with the Company/Depositories.

The Company has engaged the services of National Securities Depository Limited (NSDL) for providing e-voting facility to the Members. The e-voting will commence on Saturday, July 20, 2024, 9.00 a.m. (IST) onwards to Monday, August, 19, 2024 5.00 p.m. (IST). The results of postal ballot will be declared by the Company on or before Wednesday, August, 21, 2024.

DC Infotech & Communication Limited

Registered Offi: Unit No.2, Aristocrate, Lajya Compound, Mogra Road, Andheri (East),Mumbai - 400069,Maharashtra, India Telephone No. +91 8898059812/13/14, Email: info@dcinfotech.com website : www.dcinfotech.com CIN: U74999MH2019PLC319622

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A copy of the Postal Ballot Notice is also available on the Company’s website www.dcinfotech.com.

Please take note of the same and oblige.

Thanking you

For DC Infotech & Communication Limited

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____ Devendra Sayani Director DIN No: 06731484

DC Infotech & Communication Limited

Registered Offi: Unit No.2, Aristocrate, Lajya Compound, Mogra Road, Andheri (East),Mumbai - 400069,Maharashtra, India Telephone No. +91 8898059812/13/14, Email: info@dcinfotech.com website : www.dcinfotech.com CIN: U74999MH2019PLC319622

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DC Infotech and Communication Limited CIN: U74999MH2019PLC319622 Regd. Office: Unit No. 2, Aristocrate, Ground Floor, Lajya Compound, Mogra Road, Andheri (E), Mumbai - 400069 Email: info@dcinfotech.com ; Website: www.dcinfotech.com; Tel: +91 22 28329000

NOTICE OF POSTAL BALLOT/E-VOTING

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

Dear Shareholders,

Notice is hereby given that pursuant to the provisions of the Section 110 and other applicable provisions, if any of the Companies Act, 2013 read with rule 22 of the Companies (Management & Administration) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), read with the General Circular No. 14/2020 dated 8[th] April, 2020, General Circular No.17/2020 dated 13[th] April, 2020, General Circular No. 22/2020 dated 15[th] June, 2020, General Circular No. 33/2020 dated 28[th] September, 2020, General Circular No. 39/2020 dated 31[st] December, 2020 and General Circular No. 10/2021 dated 23[rd] June, 2021, General Circular No. 10/2022 dated 28[th] December, 2022 issued by the Ministry of Corporate Affairs (“MCA”) and pursuant to applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and as amended from time to time any statutory modification or re-enactment thereof for the time being in force, to transact the Special Businesses set out in this notice as the Special Resolution through Postal Ballot by the members of DC Infotech & Communication Limited (“The Company”) only through Remote E-voting.

The proposed resolutions and explanatory statements pertaining to the said resolutions, pursuant to sections 102 and 110 of the Companies Act, 2013 setting out the material facts concerning each item and the reason thereof is appended herewith for your consideration.

As permitted under the MCA Circulars, the Company is sending the Notice in electronic form only. Hence, hard copy of Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope (BRE) will not be sent to the shareholders for this Postal Ballot and shareholders are required to communicate their assent or dissent through the remote e-voting facility. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 read with the rules framed thereunder and the MCA Circulars, the Company has extended only the remote e-voting facility for its shareholders, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form. The instructions for remote e-voting are appended to the Notice. The shareholders can vote on the resolutions through remote e-voting facility. Assent (FOR) or dissent (AGAINST) of the shareholders of the resolutions mentioned in the Notice would only be taken through the remote e-voting system as per the MCA circulars.

The Company has engaged the services of National Securities Depository Limited (NSDL) to provide the e-voting facility. Accordingly, members shall have to cast their vote electronically through the NSDL E-voting system. Instructions on E-voting are enumerated as part of the Notice.

The Board of Directors of the Company, at its meeting held on Thursday, July 18, 2024 has appointed Dilip Gupta Practicing Company Secretary (CP Number 21634), as the Scrutinizer for conducting the Postal Ballot (only through Remote E-voting process) in a fair and transparent manner.

The Scrutinizer, after completion of scrutiny, will submit his report to the Chairperson of the Company. Thereafter, the results of the Postal Ballot would be announced by the Chairperson of the Company or in his absence by such other Director of the Company duly authorised or Company Secretary of the Company, on or before Wednesday, August 21, 2024 at the Company’s registered office. In addition to the results being communicated to NSE and BSE Limited (BSE), the results along with Scrutinizer’s report will also be placed on Company’s website viz. www.dcinfotech.com and shall also be available at the Company’s registered office.

The resolutions, if passed by the requisite majority, shall be deemed to have been passed on the last date specified by the Company for e-voting i.e., August 19, 2024.

The resolutions for the purpose as stated herein below are proposed to be passed by Postal Ballot (only through Remote E-voting):

SPECIAL BUSINESS

1. Re-appointment of Ms. Lipee Varun Vasani (DIN: 08521484) as an Independent Director of the Company for a second term of 5 years.

To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED that pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (‘Act’), read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 (‘Rules’) (including any statutory modification(s) or re-enactments(s) thereof for the time being in force), Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR Regulations’), as amended from time to time and based on the recommendation of the Nomination and Remuneration Committee, Ms. Lipee Varun Vasani (DIN: 08521484), who holds office as an Independent Director, be and is hereby reappointed as an Independent Director, not liable to retire by rotation, for a second term of 5 (five) years with effect from July 29, 2024 up to July 28, 2029.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things, as in its absolute discretion, may consider, necessary, expedient or desirable, in order to give effect to this Resolution.”

2. Re-appointment of Ms. Sneha Pratik Satyuga (DIN: 08456107) as an Independent Director of the Company for a second term of 5 years.

To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED that pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (‘Act’), read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 (‘Rules’) (including any statutory modification(s) or re-enactments(s) thereof for the time being in force), Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR Regulations’), as amended from time to time and based on the recommendation of the Nomination and Remuneration Committee, Ms. Sneha Pratik Satyuga (DIN: 08456107 ), who holds office as an Independent Director, be and is hereby reappointed as an Independent Director, not liable to retire by rotation, for a second term of 5 (five) years with effect from May 30, 2024 up to May 29, 2029.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things, as in its absolute discretion, may consider, necessary, expedient or desirable, in order to give effect to this Resolution.”

3. Re-appointment of Mr. Devendra Kishorkumar Sayani (DIN: 06731484) as a Whole-time Director.

To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196 and 197 read with Schedule V of the Companies Act, 2013, the Rules made thereunder and other applicable provisions of the Companies Act, 2013 (including the rules, notifications, circulars, guidelines etc. issued thereunder) (“the Act”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) and other applicable provisions, if any, (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof, for the time being in force), and in line with the Memorandum & Articles of Association of the Company and on the recommendation of the Nomination and Remuneration Committee (“NRC”) and the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution), Mr. Devendra Kishorkumar Sayani (DIN: 06731484), be and is hereby re-appointed as a Whole-time Director of the Company, for a term of 3 (three) year commencing from July 18, 2024 to July

17, 2027, on the terms as to the remuneration or otherwise, as set out in the Explanatory Statement and with authority to the Board to alter the said terms and conditions in such manner as may be agreed to between the Board and Mr. Devendra Kishorkumar Sayani in the best interest of the Company subject to the limits approved by the Members and restrictions, if any, contained in the Act or otherwise as may be permissible by law.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things, as in its absolute discretion, may consider, necessary, expedient or desirable, in order to give effect to this Resolution.”

4. Re-appointment of Mr. Chetankumar Hasmukhlal Timbadia (DIN: 06731478) as the Managing Director.

To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V of the Companies Act, 2013, the Rules made thereunder and other applicable provisions of the Companies Act, 2013 (including the rules, notifications, circulars, guidelines etc. issued thereunder) (“the Act”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) and other applicable provisions, if any, (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof, for the time being in force), and in line with the Memorandum & Articles of Association of the Company and on the recommendation of the Nomination and Remuneration Committee (“NRC”) and the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution), Mr. Chetankumar Hasmukhlal Timbadia (DIN: 06731478), be and is hereby re-appointed as the Managing Director of the Company for a term of 3 (three) year with effect from July 18, 2024 to July 17, 2027, on the terms as to remuneration and otherwise as set out in the Explanatory Statement and with authority to the Board to alter and vary the terms and conditions in such manner as may be agreed to between the Board and Mr. Chetankumar Hasmukhlal Timbadia in the best interest of the Company, subject to the limits approved by the Members and restrictions, if any, contained in the said Act or otherwise as may be permissible by law.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things, as in its absolute discretion, may consider, necessary, expedient or desirable, in order to give effect to this Resolution.”

By order of Board of Directors For DC Infotech and Communication Limited

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Place: Mumbai Date: 18/07/2024

Mr. Devendra Sayani Director DIN: 06731484

Registered Office :

Unit No. 2, Aristocrate, Ground Floor, Lajya Compound, Mogra Road, Andheri (E), Mumbai – 400069 CIN: U74999MH2019PLC319622

NOTES

1. The Explanatory Statement pursuant to Sections 102 and 110 of the Companies Act, 2013 stating all material facts and the reasons for the proposals is annexed herewith.

2. The Board of Directors of the Company (“the Board”) at its meeting held on July 18, 2024 has appointed Dilip Gupta, Practicing Company Secretary (CP Number 21634), to act as “The Scrutinizer” for conducting the Postal Ballot by way of remote e-voting process in accordance with the Act and in a fair and transparent manner.

3. This Postal Ballot Notice is being sent by e-mail only, to all the Members whose names appeared in the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) (collectively referred to as “Depositories”) (“Eligible Members”) as at close of business hours as on i.e ., Friday, July 12, 2024 (“Cut-off Date”) in accordance with the provisions of the Companies Act, 2013, read with Rules made thereunder and General Circulars No. 14/2020 dated April 8, 2020, No. 17/ 2020 dated April 13, 2020, No. 22/ 2020 dated June 15, 2020, No. 33/ 2020 dated September 28, 2020 and No. 39/ 2020 dated December 31, 2020 and General Circular No. 10/2021 dated 23[rd] June, 2021, General Circular No. 10/2022 dated 28[th] December, 2022 issued by the Ministry of Corporate Affairs.

4. On account of the threat posed by COVID-19 and in terms of the MCA Circulars, the Company will send this postal notice in electronic form only. The hard copy of this Postal Ballot notice along with postal ballot forms and pre-paid business envelope will not be sent to the members for the postal ballot in accordance with the requirements specified under the MCA Circulars. Accordingly, the communication of the assent or dissent of the members would take place through the remote e-voting system only. Members may note that the Postal Ballot Notice will be available on the website on the Company www.dcinfotech.com and on the website of NSDL.

5. The voting period begins on Saturday, July 20, 2024, 9.00 a.m. (IST) onwards to Monday, August, 19, 2024 5.00 p.m. (IST). During this period, shareholders of the Company, holding shares in dematerialised form as on the cut-off date of July 12, 2024 , may cast their vote electronically. Once vote on a resolution is cast by the member, he/ she shall not be allowed to change it subsequently or cast the vote again.

6. The Members whose email ids are not registered with the Company or Depository Participant(s) as on the Cut –Off date are requested to register their e-mail Ids by sending e-mail citing subject “ Postal Ballot Registration of e-mail Id’s ” to Registrar and share transfer Agent (RTA) of the Company, i.e., Satellite Corporate Services Pvt Ltd,, at service@satellitecorporate.com or to the Company at info@dcinfotech.com with the name of registered shareholder(s), folio number(s)/DP Id/Client Id and Number of equity shares held from the e-mail address.

7. Voting rights in e-voting cannot be exercised by a proxy. However, corporate and institutional members shall be entitled to vote through their authorised representatives with proof of their authorization.

8. The results of the Postal Ballot will be declared on or before Wednesday, August, 21, 2024 . The results of the Postal Ballot will be hosted on the website of the Company viz. www.dcinfotech.com and will also be communicated to the Stock Exchange where the equity shares of the Company are listed. The results of the Postal Ballot will be declared by the Chairperson, or in his absence by such other Director of the company duly authorised or Company Secretary and it will display at Company’s Registered Office. The resolutions will be taken as passed if the results of the Postal Ballots indicate that the requisite majority of the shareholders assented to the Resolution.

9. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on the last date specified by the Company for e-voting i.e., Monday, August, 19, 2024 .

10. The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date i.e., Friday July 12, 2024 .

11. Shareholders who have registered their e-mail IDs with their Depository Participants/Company are being sent Notice of Postal ballot by e-mail and Shareholders who have not registered their e-mail id will request to please register their mail ids with the Company.

12. The Scrutinizer’s decision on the validity or otherwise of the Postal Ballot (only through remote E- Voting) will be final.

13. Documents referred to in this notice and explanatory statement are open for inspection by the shareholders at the Registered Office of the Company on all working days (except Saturday & Sunday) from 11:00 am to 4:00 pm till from the date of dispatch of the Postal Ballot Notice up to the completion of Postal Ballot i.e., August 19, 2024.

14. In compliance with provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management & Administration) Rules, 2014, the Company is pleased to provide its members the facility to exercise their right to vote by electronic means as an alternate mechanism. For this purpose, the Company has entered into an agreement with NSDL for facilitating e-voting in order to enable the members to cast their votes electronically instead of dispatching postal ballot form.

15. E-VOTING INTRUCTIONS FOR POSTAL BALLOT ARE AS UNDER:

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

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 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. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

	Type of shareholders	Login Method	Login Method
	Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login” which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e- Voting”under e-Voting services and you will be able to see e-Voting page. Click on 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. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select“Register Online for IDeAS Portal”or click athttps://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 hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on 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. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

1) 2) 3) 4)

Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-VotingService Providers.

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, 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 company name or 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.

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

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository 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 evoting@nsdl.co.in or call at 022 -4886 7000 and 022-2499 7000
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 helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

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.

4. 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.

5. Your User ID details are given below :

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Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL. For example, if your DP ID is IN300 and Client ID is
12 then your user ID is IN30012**.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL. For example, if your Beneficiary ID is 12**
then your user ID is 12**
c) For Members holding shares in EVEN Number followed by Folio Number registered with
Physical Form. the company
For example, if folio number is 001 and EVEN is 101456
then user ID is 101456001
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your
vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’
which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial
password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’
is communicated to you on your email ID. Trace the email sent to you from NSDL from your
mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password
to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL
account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’
and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those
shareholders whose email ids are not registered
6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or
CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on
www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at
evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your
registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting
system of NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
-
Step 2: Cast your vote electronically on NSDL e Voting system.
-
How to cast your vote electronically 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.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.
3. Now you are ready for e-Voting as the Voting page opens.
4. 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.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation
page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy
(PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature
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of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to dilipgupta123@yahoo.co.in with a copy marked to evoting@nsdl.co.in. Institutional shareholders (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 "eVoting" tab in their login.

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e- voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager at evoting@nsdl.co.in

Process for those 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 No., 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 : info@dcinfotech.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to : info@dcinfotech.com. If you are an Individual shareholder holding securities in demat mode, you are -

requested to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

1. Alternatively, shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

In terms of SEBI circular dated December 9, 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. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 1:

Ms. Lipee Varun Vasani was appointed as an Independent Director at the for a period of 5 years, effective from July 29, 2019 to July 28, 2024. She is eligible for re-appointment for a second term of 5 years, starting from July 29, 2024 to July 28, 2029.

Following the performance evaluation of Ms. Lipee Varun Vasani and considering the significant contributions made by her during her tenure as an Independent Director, as well as the belief that her continued association would be beneficial to the Company, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee (NRC), recommended the re-appointment of Ms. Lipee Varun Vasani as a NonExecutive Independent Director of the Company for a second term of five years, from July 29, 2024 to July 28, 2029, subject to the approval of the Members. Ms. Lipee Varun Vasani abstained from discussion and voting on the matter concerning her appointment during the meetings.

Ms. Lipee Varun Vasani has provided a declaration to the Board, stating that she continues to meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 (‘the Act’) and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR Regulations’). She also affirmed that she is not restrained from acting as a Director under any order passed by the Securities and Exchange Board of India or any such authority, and is eligible to be appointed as a Director in terms of Section 164 of the Act. She has also given her consent for such re-appointment. In the opinion of the Board, Ms. Lipee Varun Vasani is a person of integrity, possesses the relevant expertise/experience, and fulfills the conditions specified in the Act and the Listing Regulations for appointment as an Independent Director, and she is independent of the management. In terms of Regulation 25(8) of Listing Regulations, Ms. Lipee Varun Vasani has confirmed that she is not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact her ability to discharge her duties. Furthermore, a declaration has been received from Ms. Lipee Varun Vasani that she has not been debarred from holding the office of a Director by virtue of any order passed by SEBI or any other such authority. Ms. Lipee Varun Vasani has also confirmed that she is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Considering her experience, the Board deems it desirable and in the interest of the Company to continue Ms. Lipee Varun Vasani on the Board, and accordingly recommends the re-appointment of Ms. Lipee Varun Vasani as an Independent Director for a second term of 5 years, as proposed in Resolution no. 1 for approval by the Members as a Special Resolution.

The Board hereby recommends the same for approval of the Members via an Special Resolution.

Except for Ms. Lipee Varun Vasani and/or her relatives, no other Directors, Key Managerial Personnel, or their respective relatives are in any way concerned or interested, financially or otherwise, in the said resolution.

The profile and specific areas of expertise of Ms. Lipee Varun Vasani and Disclosures, as required under Regulation 36 of the Listing Regulations and Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India, are annexed to this Notice.

ITEM NO. 2:

Ms. Sneha Pratik Satyuga was appointed as an Independent Director at the for a period of 5 years, effective from May 30, 2019 to May 29, 2024. She is eligible for re-appointment for a second term of 5 years, starting from May 30, 2024 to May 29, 2029.

Following the performance evaluation of Ms. Sneha Pratik Satyuga and considering the significant contributions made by her during her tenure as an Independent Director, as well as the belief that her continued association would be beneficial to the Company, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee (NRC), recommended the re-appointment of Ms. Sneha Pratik Satyuga as a NonExecutive Independent Director of the Company for a second term of five years, from May 30, 2024 to May 29, 2029, subject to the approval of the Members. Ms. Sneha Pratik Satyuga abstained from discussion and voting on the matter concerning her appointment during the meetings.

Ms. Sneha Pratik Satyuga has provided a declaration to the Board, stating that she continues to meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 (‘the Act’) and Regulation 16(1)(b)

of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR Regulations’). She also affirmed that she is not restrained from acting as a Director under any order passed by the Securities and Exchange Board of India or any such authority, and is eligible to be appointed as a Director in terms of Section 164 of the Act. She has also given her consent for such re-appointment. In the opinion of the Board, Ms. Sneha Pratik Satyuga is a person of integrity, possesses the relevant expertise/experience, and fulfills the conditions specified in the Act and the Listing Regulations for appointment as an Independent Director, and she is independent of the management. In terms of Regulation 25(8) of Listing Regulations, Ms. Sneha Pratik Satyuga has confirmed that she is not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact her ability to discharge her duties. Furthermore, a declaration has been received from Ms. Sneha Pratik Satyuga that she has not been debarred from holding the office of a Director by virtue of any order passed by SEBI or any other such authority. Ms. Sneha Pratik Satyuga has also confirmed that she is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Considering her experience, the Board deems it desirable and in the interest of the Company to continue Ms. Sneha Pratik Satyuga on the Board, and accordingly recommends the re-appointment of Ms. Sneha Pratik Satyuga as an Independent Director for a second term of 5 years, as proposed in Resolution no. 2 for approval by the Members as a Special Resolution.

The Board hereby recommends the same for approval of the Members via an Special Resolution.

Except for Ms. Sneha Pratik Satyuga and/or her relatives, no other Directors, Key Managerial Personnel, or their respective relatives are in any way concerned or interested, financially or otherwise, in the said resolution.

The profile and specific areas of expertise of Ms. Sneha Pratik Satyuga and Disclosures, as required under Regulation 36 of the Listing Regulations and Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India, are annexed to this Notice.

ITEM NO. 3:

Mr. Devendra Kishorkumar Sayani is proposed to be re-appointed as a Whole-time Director, for a period of 3 (three) year with effect from July 18, 2024 to July 17, 2027. Mr. Devendra Kishorkumar Sayani was appointed as a Whole-time Director on January 15, 2019.

Mr. Devendra Kishorkumar Sayani has over 25 years of work experience in the area of advanced electronics technology and in marketing, sales and commercial relationship. He is graduated with a Bachelor of Engineering (Electronics) degree from the Bamrao Alik Institute of Technology, New Bombay where he specialized in advanced electronics technology. He is expertise in the areas of Legal and Compliance, General Management, Human Resource, Industry Knowledge, Innovation, Technology and Digitization, Risk Management and Strategic Expertise.

Following the performance evaluation of Mr. Devendra Kishorkumar Sayani and considering the significant contributions made by his during his tenure as Whole-time Director, as well as the belief that his continued association would be beneficial to the Company, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee (NRC), recommended the re-appointment of Mr. Devendra Kishorkumar Sayani as Whole-time Director of the Company for a second term of three years, from July 18, 2024 to July 17, 2027, as proposed in Resolution no. 3 for approval by the Members as a Special Resolution. Mr. Devendra Kishorkumar Sayani abstained from discussion and voting on the matter concerning his appointment during the meetings.

Proposed Remuneration/Terms and Conditions of Re-appointment:

The terms of appointment including payment of managerial remuneration and perquisites, in addition to the applicable policies of the Company, are given below, subject to such revision as the Board/ Nomination & Remuneration Committee of the Board may sanction from time to time:

Remuneration:

i. Basic Salary: Rs. 84,00,000/- (Rupees Eighty Four Lakh only) per annum with such increments as the Board may decide from time to time.

ii. Special Allowance: may decide by the Board from time to time. This allowance, however, will not be taken into account for the calculation of benefits such as Provident Fund, Gratuity, Superannuation and Leave encashment. iii. Annual Incentive Pay: Performance linked to the achievement of targets, as may be decided time to time by the Board, subject to a maximum of Rs. 20,00,000/- (Rupees Twenty Lakh only) per annum.

Other Condition(s):

1. Contribution towards Provident Fund, Superannuation Fund, Annuity Fund, National Pension Scheme shall be as per the policy of the Company.

2. Gratuity and/or contribution to the Gratuity Fund of Company shall be as per the policy of the Company or as per applicable law.

3. Other perquisites - such other perquisites and allowances as per the policy / rules of the Company in force and/ or as may be approved by the Board from time to time.

4. Reimbursement of all actual expenses or charges incurred by Mr. Devendra Kishorkumar Sayani for and on behalf of the Company in furtherance of its business or objectives.

Mr. Devendra Kishorkumar Sayani has provided a declaration to the Board, stating that he satisfies all the conditions as set out in Part 1 of Schedule V of the Companies Act, 2013 as also condition set-out under Section 196(3) of the Companies Act, 2013 for being eligible for his appointment and he is eligible to be appointed as a Director in terms of Section 164 of the Act and he is not restrained from acting as a Director under any order passed by the Securities and Exchange Board of India or any such authority. He has also given her consent for such reappointment. Furthermore, a declaration has been received from Mr. Devendra Kishorkumar Sayani that he has not been debarred from holding the office of a Director by virtue of any order passed by SEBI or any other such authority.

Statement in terms of Section II of Part II of Schedule V of the Companies Act, 2013:

I. General Information:

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Sr. Name Mr. Devendra Kishorkumar Sayani
No.
1 Nature of Industry The company engaged in distribution business and has partnered
with a number of networking and security brands for distribution in
the country. The company is a broad-based distribution model
which is based on multiple products and multiple brand strategy.
2 Date or expected date of Our Company was originally incorporated as a Partnership Firm in
commencement of commercial 1998 through its Partners, viz.,
Mr. Devendra Kishorkumar Sayani and Mr. Chetankumar
production.
Timbadia and subsequently converted the Partnership Firm into a
Public Limited Company and commenced the business from
February 18, 2019. The Company had started the business of,
assembling, trading and servicing of electronic items, computers,
computer peripherals under the name “D C INFOTECH” at
Mumbai. Company started its journey from distribution-based
business. However, over a period of time, our Company from
distribution-based business to Value Added Distribution of
Information Technology products, Networking, Security,
surveillance, wireless, broadband, digital signage, firewall’s,
desktop virtualization, power solutions and other solutions like
network performance, digital performance, cloud security,
enterprise security, etc.
3. In case of new companies, NA
expected date of commencement
of activities as per project
approved by financial institutions
appearing in the prospectus.
4. Financial performance based on (Amount in lakh)
given indicators. Financial FY 2023- FY 2022- FY 2021-
year 24 23 22
Gross 45963.19 35962.51 23251.17
Revenue
Profit 1563.60 948.85 547.30
before Tax
Profit after 1160.96 707.54 400.35
Tax
Earnings 9.51 5.90 3.34
per share
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5. Foreign investments or The Company has not entered into any material foreign
collaborations, if any collaboration and no major direct capital investment has been made
in the Company during the previous three financial years.
II. Information about the appointee:
6. Background details Mr. Devendra Kishorkumar Sayani graduated with a degree of
Bachelor of Engineering (Electronics) from the Ramrao Adik
Institute of Technology, New Bombay.
He heads the marketing and commercial relationship management
departments of the Company.
7. Past remuneration Remuneration Rs. 5 lakhs per month.
(Per Month)
8. Recognition or awards -
9. Job profile and his suitability Mr. Devendra Kishorkumar Sayani, aged about 56 years, is
Promoter and Whole Time Director of the company. He is one of
the subscribers of Memorandum of Association of the Company.
He graduated with a degree of Bachelor of Engineering
(Electronics) from the Ramrao Adik Institute of Technology, New
Bombay. He heads the marketing and commercial relationship
management departments of the
Company.
10. Remuneration proposed Rs. 84,00,000/- (Rupees Eighty Four Lakh only) per annum.
11. Comparative remuneration profile Mr. Devendra Kishorkumar Sayani has been drawing remuneration
with respect to industry, size of the in the current range for the past several years, therefore, retaining
him at increase remuneration is imperative.
Company, profile of the position
and person (in case of expatriates
the relevant details would be with
respect to the country of his origin)
12. Pecuniary relationship directly or Mr. Devendra Kishorkumar Sayani is the Promoter of the Company
indirectly with the Company, or and is holding 25,20,000 Equity Shares in the Company i.e. 19.38%
of the Paid-Up Capital of the Company.
relationship with the managerial
Mr. Devendra Kishorkumar Sayani Whole Time Director of the
personnel, if any
Company is brother of Mr. Jayeshkumar Sayani who is also Non-
Executive Director of the company.
III. Other information:
13. Reasons of loss or inadequate As the Company’s focus is growth oriented, it is majorly incurring
profits expenditures for its capacity expansion to cope with the ever
increasing business demands.
14. Steps taken or proposed to be 1. Company is focusing on geographic expansion of its business;
taken for improvement 2. Adding new customers base;
15. Expected increase in productivity In view of the steps taken by the Company as stated above, the
and profits in measurable terms Company believes that there will be significant increase in business
and profitability in the years to come.
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Mr. Devendra Kishorkumar Sayani functions as the Whole-time Director, he shall not be paid any fees for attending the meetings of the Board or any Committee(s) thereof.

The Company has disclosed all the related information and to the best of understanding of the Board of Directors, no other information and facts are required to be disclosed that may enable members to understand the meaning, scope, and implications of the items of business and to take decision thereon.

The Board hereby recommends the same for approval of the Members via an Special Resolution.

Except for Mr. Devendra Kishorkumar Sayani and Mr. Jayeshkumar Sayani/or his relatives, no other Directors, Key Managerial Personnel, or their respective relatives are in any way concerned or interested, financially or otherwise, in the said resolution.

The profile and specific areas of expertise of Mr. Devendra Kishorkumar Sayani and Disclosures, as required under Regulation 36 of the Listing Regulations and Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India, are annexed to this Notice.

ITEM NO. 4:

Mr. Chetankumar Timbadia is proposed to be re-appointed as a Managing Director, for a period of 3 (three) year with effect from July 18, 2024 to July 17, 2027. Mr. Chetankumar Timbadia was appointed as a Managing Director on January 15, 2019.

Mr. Chetankumar Timbadia is graduated with a Bachelor of Engineering (Computer Engineering) degree from the Bamrao Alik Institute of Technology, New Bombay where he specialized in computer technology. He has over 25 years of work experience in the area of Information technology (IT) sector, Computer Technology Finance, Purchase, HR and Administration departments of the Company and expertise in network of vendors, channel partners and customers through his adaptness in building long term relationships across technologies, verticals, compliances and geographies.

Following the performance evaluation of Mr. Chetankumar Timbadia and considering the significant contributions made by his during his tenure as Managing Director, as well as the belief that his continued association would be beneficial to the Company, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee (NRC), recommended the re-appointment of Mr. Chetankumar Timbadia as Managing Director of the Company for a second term of three years, from July 18, 2024 to July 17, 2027, as proposed in Resolution no. 4 for approval by the Members as a Special Resolution. Mr. Chetankumar Timbadia abstained from discussion and voting on the matter concerning his appointment during the meetings.

Proposed Remuneration/Terms and Conditions of Re-appointment:

The terms of appointment including payment of managerial remuneration and perquisites, in addition to the applicable policies of the Company, are given below, subject to such revision as the Board/ Nomination & Remuneration Committee of the Board may sanction from time to time:

Remuneration:

i. Basic Salary: Rs. 84,00,000/- (Rupees Eighty Four Lakh only) per annum with such increments as the Board may decide from time to time.

ii. Special Allowance: may decide by the Board from time to time. This allowance, however, will not be taken into account for the calculation of benefits such as Provident Fund, Gratuity, Superannuation and Leave encashment. iii. Annual Incentive Pay: Performance linked to the achievement of targets, as may be decided time to time by the Board, subject to a maximum of Rs. 20,00,000/- (Rupees Twenty Lakh only) per annum.

Other Condition(s):

1. Contribution towards Provident Fund, Superannuation Fund, Annuity Fund, National Pension Scheme shall be as per the policy of the Company.

2. Gratuity and/or contribution to the Gratuity Fund of Company shall be as per the policy of the Company or as per applicable law.

3. Other perquisites - such other perquisites and allowances as per the policy / rules of the Company in force and/ or as may be approved by the Board from time to time.

4. Reimbursement of all actual expenses or charges incurred by Mr. Chetankumar Timbadia for and on behalf of the Company in furtherance of its business or objectives.

Mr. Chetankumar Timbadia has provided a declaration to the Board, stating that he satisfies all the conditions as set out in Part 1 of Schedule V of the Companies Act, 2013 as also condition set-out under Section 196(3) of the Companies Act, 2013 for being eligible for his appointment and he is eligible to be appointed as a Director in terms of Section 164 of the Act and he is not restrained from acting as a Director under any order passed by the Securities and Exchange Board of India or any such authority. He has also given her consent for such re-appointment. Furthermore, a declaration has been received from Mr. Chetankumar Timbadia that he has not been debarred from holding the office of a Director by virtue of any order passed by SEBI or any other such authority.

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Statement in terms of Section II of Part II of Schedule V of the Companies Act, 2013:
I. General Information:
Sr. No. Name Mr. Chetankumar Timbadia
1 Nature of Industry The company engaged in distribution business and has
partnered with a number of networking and security brands
for distribution in the country. The company is a broad-
based distribution model which is based on multiple
products and multiple brand strategy.
2 Date or expected date of Our Company was originally incorporated as a Partnership
commencement of commercial Firm in 1998 through its Partners, viz.,
Mr. Devendra Kishorkumar Sayani and Mr. Chetankumar
production.
Timbadia and subsequently converted the Partnership Firm
into a
Public Limited Company and commenced the business from
February 18, 2019. The Company had started the business
of, assembling, trading and servicing of electronic items,
computers, computer peripherals under the name “D C
INFOTECH” at Mumbai. Company started its journey from
distribution-based business. However, over a period of time,
our Company from distribution-based business to Value
Added Distribution of Information Technology products,
Networking, Security, surveillance, wireless, broadband,
digital signage, firewall’s, desktop virtualization, power
solutions and other solutions like network performance,
digital performance, cloud security, enterprise security, etc.
3. In case of new companies, expected NA
date of commencement of activities
as per project approved by financial
institutions appearing in the
prospectus.
4. Financial performance based on (Amount in lakh)
given indicators. Financial FY 2023- FY 2022- FY 2021-
year 24 23 22
Gross 45963.19 35962.51 23251.17
Revenue
Profit 1563.60 948.85 547.30
before Tax
Profit after 1160.96 707.54 400.35
Tax
Earnings 9.51 5.90 3.34
per share
5. Foreign investments or The Company has not entered into any material foreign
collaborations, if any collaboration and no major direct capital investment has
been made in the Company during the previous three
financial years.
II. Information about the appointee:
6. Background details Mr. Chetankumar Timbadia graduated with a degree of
Bachelor of Engineering (Computer Engineering) from
the Ramrao Adik Institute of Technology, New Bombay.
He has experience of around two decades in the
Information technology (IT) sector
7. Past remuneration Remuneration Rs. 5 lakhs per month.
(Per Month)
8. Recognition or awards -
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9. Job profile and his suitability Mr. Chetankumar Timbadia, aged about 55 years, is
Promoter and Managing Director of our company. He is
one of the subscribers of Memorandum of Association
of the Company. He graduated with a degree of Bachelor
of Engineering (Computer Engineering) from the
Ramrao Adik Institute of Technology, New Bombay.
He has experience of around two decades in the
Information technology (IT) sector. Over the years, he
has developed the network of vendors, channel partners
and customers through his adaptness in building long
term relationships across technologies, verticals,
compliances and geographies.
10. Remuneration proposed Rs. 84,00,000/- (Rupees Eighty Four Lakh only) per
annum.
11. Comparative remuneration profile with Mr. Chetankumar Timbadia has been drawing
respect to industry, size of the remuneration in the current range for the past several
years, therefore, retaining him at increase remuneration
Company, profile of the position and
is imperative.
person (in case of expatriates the
relevant details would be with respect
to the country of his origin)
12. Pecuniary relationship directly or Mr. Chetankumar Timbadia is the Promoter of the
indirectly with the Company, or Company and is holding 28,80,000 Equity Shares in the
relationship with the managerial Company i.e. 22.15% of the Paid-Up Capital of the
Company.
personnel, if any
III. Other information:
13. Reasons of loss or inadequate profits As the Company’s focus is growth oriented, it is majorly
incurring expenditures for its capacity expansion to cope
with the ever increasing business demands.
14. Steps taken or proposed to be taken for 1. Company is focusing on geographic expansion of its
improvement business;
2. Adding new customers base;
15. Expected increase in productivity and In view of the steps taken by the Company as stated
profits in measurable terms above, the Company believes that there will be
significant increase in business and profitability in the
years to come.
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Mr. Chetankumar Timbadia functions as the Managing Director, he shall not be paid any fees for attending the meetings of the Board or any Committee(s) thereof.

The Company has disclosed all the related information and to the best of understanding of the Board of Directors, no other information and facts are required to be disclosed that may enable members to understand the meaning, scope, and implications of the items of business and to take decision thereon.

The Board hereby recommends the same for approval of the Members via an Special Resolution.

Except for Mr. Chetankumar Timbadia and/or his relatives, no other Directors, Key Managerial Personnel, or their respective relatives are in any way concerned or interested, financially or otherwise, in the said resolution.

The profile and specific areas of expertise of Mr. Chetankumar Timbadia and Disclosures, as required under Regulation 36 of the Listing Regulations and Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India, are annexed to this Notice.

By order of Board of Directors For DC Infotech and Communication Limited

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Place: Mumbai Date: 18/07/2024

Devendra Sayani Director DIN: 06731484

Registered Office : Unit No. 2, Aristocrate, Ground Floor, Lajya Compound, Mogra Road, Andheri (E), Mumbai – 400069 CIN: U74999MH2019PLC319622

ANNEXURE TO THE NOTICE

Disclosures, as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard -2 on General Meetings issued by the Institute of Company Secretaries of India, are as under:

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Name of Director Ms. Lipee Varun Vasani Ms. Sneha Pratik Satyuga
Director Identification 08521484 08456107
Number
Designation/category of the Non-Executive Independent Non-Executive Independent Director
Director Director
Age 36 years 29 years
Date of first appointment on July 29, 2019 May 30, 2019
the Board
Qualification Chartered Accountant from MBA - Bachelor in Financial
Institute of Chartered Accountant Markets from University of Mumbai
of India
Profile, Experience and Expertise in MIS Reporting, Experience and expertise in strategic
Expertise in specific Planning of Funds on Monthly planning, procurement and
functional areas basis for disbursement of expenses, Management
Preparation of CMA data for CC
Renewals, Budgeting of Incomes
and Expenses, strategic planning,
Debtors Ageing Analysis
Shareholding in the Company Nil Nil
including shareholding as a
beneficial owner
Directorships held in other DC Infotech & Communication DC Infotech & Communication
companies including equity Limited Limited
listed companies and
excluding foreign companies
as on the date of this Notice.
Memberships / 1. Audit Committee 1. Audit Committee
Chairmanships of committees
2. Nomination & Remuneration 2. Nomination & Remuneration
of other companies (excluding Committee Committee
foreign companies) as on date
of this Notice 3. Stakeholders Relationship 3. Stakeholders Relationship
Committee Committee
4. Corporate Social 4. Risk Management Committee
Responsibility
No. of meetings of the Board 9 out of 9 9 out of 9
attended during the year
Relationship with other None None
Directors, Managers, and
other Key Managerial
Personnel of the Company
Terms & conditions of the Re-appointment as an Independent Re-appointment as an Independent
appointment or re- Director for a second consecutive Director for a second consecutive
appointment term commencing from July 29, term commencing from May 30, 2024
2024 upto July 28, 2029, not liable upto May 29, 2029, not liable to retire
to retire by rotation. by rotation.
The remuneration last drawn - -
by such person (if applicable)
Details of Remuneration She shall be paid remuneration by She shall be paid remuneration by
sought to be paid way of sitting fees for attending way of sitting fees for attending
Board or Committee Meetings of Board or Committee Meetings of the
the Company or for any other Company or for any other purpose as
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purpose as may be decided by the may be decided by the Board,
Board, reimbursement of expenses reimbursement of expenses for
for participating in the Board and/or participating in the Board and/or
Committee meetings of the Committee meetings of the
Company. Company.
Resignation from Listed Nil Nil
Entities in past three years
Name of Director Mr. Devendra Sayani Mr. Chetankumar Timbadia
Director Identification 06731484 06731478
Number
Designation/category of the Whole Time Director Managing Director
Director
Age 56 years 55 years
Date of first appointment on January 15, 2019 January 15, 2019
the Board
Qualification Bachelor of Engineering Bachelor of Engineering (Computer
(Electronics) Engineering)
Profile, Experience and Mr. Devendra Kishorkumar Sayani Mr. Chetankumar Timbadia is
Expertise in specific functional has over 25 years of work graduated with a Bachelor of
areas experience in the area of advanced Engineering (Computer Engineering)
electronics technology and in degree from the Bamrao Alik
marketing, sales and commercial Institute of Technology, New
relationship. He is graduated with a Bombay where he specialized in
Bachelor of Engineering computer technology. He has over 25
(Electronics) degree from the years of work experience in the area
Bamrao Alik Institute of of Information technology (IT)
Technology, New Bombay where sector, Computer Technology
he specialized in advanced Finance, Purchase, HR and
electronics technology. He is Administration departments of the
expertise in the areas of Legal and Company and expertise in network of
Compliance, General Management, vendors, channel partners and
Human Resource, Industry customers through his adaptness in
Knowledge, Innovation, building long term relationships
Technology and Digitization, Risk across technologies, verticals,
Management and Strategic compliances and geographies.
Expertise.
Shareholding in the Company 25,20,000 28,80,000
including shareholding as a
beneficial owner
Directorships held in other DC Infotech & Communication DC Infotech & Communication
companies including equity Limited Limited
listed companies and
excluding foreign companies
as on the date of this Notice.
Memberships /
1. Stakeholders Relationship 1. Risk Management Committee
Chairmanships of committees
Committee
of other companies (excluding 2. Corporate Social Responsibility
foreign companies) as on date 2. Risk Management Committee
of this Notice
No. of meetings of the Board 9 out of 9 9 out of 9
attended during the year
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Relationship with other Mr. Devendra Kishorkumar Sayani None
Directors, Managers, and Whole Time Director of the
other Key Managerial Company is brother of Mr.
Personnel of the Company Jayeshkumar Sayani who is also
Non-Executive Director of the
company.
Terms & conditions of the Re-appointment as an Whole Time Re-appointment as an Managing
appointment Director for a second consecutive Director for a second consecutive
term commencing from July 17, term commencing from July 17, 2024
2024 to July 16, 2027. to July 16, 2027.
The remuneration last drawn FY 2023-24: FY 2023-24:
by such person (if applicable) Remuneration : 60,00,000 Remuneration: 60,00,000
Commission: Nil Commission: Nil
Details of Remuneration Rs. 84,00,000/- (Rupees Eighty Rs. 84,00,000/- (Rupees Eighty Four
sought to be paid Four Lakh only) per annum. Lakh only) per annum.
Resignation from Listed Nil Nil
Entities in past three years
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