Digicontent Limited — Proxy Solicitation & Information Statement 2019

Aug 23, 2019

DIGICONTENT UMITED

( formerly known as HTDigita/ Ventures Limited) Registered Office: Hindustan Times House (2nd Floor) 7"}; r: CONTENT 18-20, Kasturba Gandhi Marg, New Delhi 1 10 001.1ndia my" 0 +91l166561234 0+911166561270 ®www.digicontent.co.in Gcorporatedept@digicontent.co.in CIN: L74999DL2017PLC322147 "

I.

"'1 3 ""G 1" l9

Ref: DCL/CS/164/2019

MUMBAI —

BSE Limited The National Stock Exchange of India Limited P.J. Tower, Dalal Street Exchange Plaza, 5th Floor 400 001 ~ Plot No. C/l, G Block Bandra—Kurla Complex Bandra (East) MUMBAI - 400 051

Scrip Code: 542685 Trading Symbol: DGCONTENT

Dear Sirs,

Sub: Notice of Postal Ballot - Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI LODR)

In terms of the requirement ofregulation 30 of SEBI LODR, please find enclosed herewith copy ofPostal Ballot Notice dated August 19, 2019, along with Postal Ballot Form.

This is for your information and records.

Thanking you,

Yours faithfully,

For Digicontent Limited

( ' kash) \fi.

Encl.: As above

, /

ompa cretary Chief Financial Officer

Dear Members,

NOTICE is hereby given pursuanl lo Seclion IIO of lhe Companies Acl, 2m 3 read wi|h Rule 22 of lhe Companies (Managemenl and Adminisnafion) Rules, 20M and olher applicable laws, lo seek your approval in respecl of lhe following Special Business by way of passing Ordinary Resolurion lhrough Pos|al Ballol, including by way of remole asvofing process

The Slalemenl pursuanl lo Secrion l02(| ) of lhe Companies ACL 2m 3, selling our lhe malen'al fads perlaining lo lhe said resolurion, is annexed herewilh for your Considerarion

SYECIAL BUSINESS

Appoinlrnenl or Slalulory Auditor in casual vacancy

To consider and, if lhoughl fiL lo pass lhe following resolurion as Ordinary Rexolun'on.

"RESOL VED THA Tpurauanr no rhe proviaiona 0f Secriona 139, 142 and orher applicable proviaiona, ifany, 0f rhe Campames Act, 2013 ("Act"), read winh rhe Companiea (Audir andAudiroral Rulea, 2014, and on recamendatinn afAuldil Commirree and rhe Board 0f Direcrora, B S R and Aaaociarea, Charrered Accounrana, (Firm Regirrrarion No 128901Wl be and are hereby appoinred oa Snarunory Audiror 0f rhe Company w e f July 11, 2019, ro fill rhe coaual vacancy cauaed due no reaignarion 0f MRRS and Aaaociarea, CharreredAccounrana (Firm Regbrranon No 02371111), and no hold afi'ice rill rhe concluaion 0f next Annual General Meering aflhe Company no be heu in rhe calendar year 2020, an an aggregare remunerarion 0f Re 9 5 Lac ro conducr rhe audirfor rhe financial year 20197 20, ercluaive afapplimble rare: and our q'pocket eupenaea

RESOLVED FURTHER THATfar rhe purpoae afgiving 232:! no the/'Dregaing reaolurion, rhe Board 0f Direcrora (which rermahall be deemed no include any Commirree aflhe Board aurhorized in rhe aaid behalfl be and ia hereby aurhorired ro do all auch acre, deedr and rhinga, oa in may in in abaolure diacrerion deem neceaaary, proper or deairable, and no aerrle any ouearion, difficulry ordoubr rhar may ariae in reapecr ofaforeaard, wirhour being reouired ro aeeh any furrher conaenr or approval 0f Member: 0f rhe Company, or orherwire no rhe end and inrenr rhar rhey ahall be deemed no have given rheir approval rherero eupreaaly by rhe aurhoriry aflhi: reaolurion 1

By Order or the Board For Digiconlenl Limited

{9*

mace. New Delhi (Vikas Prakash) Dale: Augusl l9, 20w Company Secrelary

NOTES:

• 1. The Statement pursuant to Section 102(1) read with Section 110 of the Companies Act, 2013, setting out the material facts and reasons for the proposed ordinary resolution is annexed hereto.
• The Postal Ballot Notice along with the Form is being sent to all the Members of the Company, whose name appear on the Register of Members/List of Beneficial Owners provided by National Securities Depository Limited ("NSDL")/Central Depository Services (India) Limited ("CDSL") as on Friday, August 16, 2019 ("Cut-off date"). The Notice is available on the Company's website viz. www.digicontent.co.in and on the website of e-voting agency viz. https://evoting.karvy.com
• The Notice along with the Postal Ballot Form is being sent to the Members in electronic form to their e-mail ID registered with their Depository Participants (in case of electronic shareholding) / Company's Registrar and Transfer Agent (in case of physical shareholding). For Members, whose e-mail ID are not registered, physical copies of the Notice are being sent by permitted mode along with a self-addressed postage pre-paid Business Reply Envelope.
• A person whose name appears in the Register of Members / List of Beneficial Owners as on the Cut-off date, shall be entitled to vote through Postal Ballot / remote e-voting on the resolution set forth in the Notice. The voting rights of the Members shall be reckoned on the paid up value of the share(s) registered in the name of the Member / Beneficial Owner as on the Cut-off date. Any person who is not a Member as on the Cut-off date, should treat this Notice for information purposes only.
• Corporate / Institutional Members (i.e. other than individuals, HUF, NRI etc.) opting for Postal Ballot are required to send certified true copy of the Board Resolution / Power of Attorney / Authority Letter etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer, along with the Postal Ballot Form.
• There will be only one Postal Ballot Form for every Client ID/Folio No. irrespective of the number of joint holders. In case shares are held jointly, the Postal Ballot Form shall be completed and signed by the first named Member, and in his/her absence by the next named Member.
• The Board of Directors in their meeting held on July 31, 2019 has appointed Mr. Sanket Jain, Company Secretary-in-Practice (CP No. 12583) as Scrutinizer to scrutinize the voting through Postal Ballot and remote e-voting process, in a fair and transparent manner.
• Members who have not registered their e-mail address, are requested to register the same with the Company's Registrar and Share Transfer Agent / Depository Participant(s) to enable the Company to send future c0mmunicati0n(s) in electronic form.
• Relevant documents referred to in this Postal Ballot Notice are available at the registered office of the Company for inspection by members without any fee, on all business days (i.e. except Saturday, Sunday and Public holidays) during 10:00 am. to 4:00 pm, from the date of dispatch of this Notice till the last date of receipt of Postal Ballot Forms and remote e-voting i.e. Sunday, September 22, 2019.
• 1. Pursuant to the provisions of Section 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Members have been provided the facility to cast their vote on resolution set forth in the Notice through remote e-voting, and for the same, the Company has engaged the services of Karvy Fintech Private Limited (Karvy), the Registrar & Share Transfer Agent of the Company, as the authorized agency to provide remote e-voting facility. Members

can opt for only one mode of voting i.e., either by Postal Ballot or remote e-voting. In case Members have cast their votes through both the modes, then voting done by remote e-voting shall prevail and votes cast through Postal Ballot will be treated as invalid. A Member cannot exercise his/her vote by proxy on Postal Ballot. Members are requested to carefully read the "Procedure and instructions for remote e-voting" outlined hereunder.

1. Remote e-voting facility will be available during the following period:

Commencement ofe-voting	From9.00 a.m. (Servertime) on August24, 2019 (Saturday)
End ofe-voting	Upto 5.00 p.m.(Server time) on September22, 2019 (Sunday)

Remote e-voting will not be allowed beyond the aforesaid date and time, and the e-voting module shall be disabled by Karvy upon expiry of aforesaid period.

1. Pursuant to the provisions of Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, relevant disclosures are annexed herewith.

13. PRflggEDllRE AISD INSTRUCTIONS FQR E-YQTIISQ

The procedure and instructions for e-voting are as under:

• (A) In case a Member receives an email from Karvy [For members, whose email address is registered with the C ompany/Depository Participant(s)]:
  • Launch internet browser by typing the URL: https://evoting.karvy.com.
  • ii. Enter the login credentials (i.e. User ID and password mentioned in the e-mail). In case of physical folio, User ID will be EVEN (E-Voting Event Number) followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with Karvy for e-voting, you can use your existing User ID and password for casting your vote.
  • iii. After entering these details appropriately, click on "LOGIN".
  • iv. You will now reach password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
  • You need to login again with the new credentials.
  • Vi. On successful login, the system will prompt you to select the "EVEN" i.e., "Digicontent Limited".
  • Vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under "FOR/AGAINST" or alternatively, you may partially enter any number under "FOR" or partially "AGAINST" but the total number in "FOR/AGAINST" taken together shall not exceed your total shareholding as mentioned herein above. You may choose the option "ABSTAIN" and the shares held will not be counted under either head.
  • Vii i. Members holding multiple folios/demat accounts shall choose the voting process separately for each

folio/demat account.

• ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as "ABSTAIN".
• You may then cast your vote by selecting an appropriate option and click on "SUBMIT".
• xi. A confirmation box will be displayed. Click "OK" to confirm or/else "CANCEL" to modify. Once youhave voted on the resolution, you will not be allowed to modify.
• xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter/ Power ofAttorney, etc., together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email address: sanketj aincs@gmail.com with a copy marked to evoting@karvy.com. They may also upload the same in the e-voting module in their login. The scanned image of the above mentioned documents should be in the naming format "Corporate Name Event No."
• (B) In case of members receiving physical copy of Notice [For Members, whose email address is not registered with the Company/Depository Participant(s)]:
  • i. EVEN, User ID and Password are provided at the bottom of the postal ballot form annexed with this notice.
  • ii. Please follow all steps from $1. No. (i) to (xii) mentioned under s. no. 13(A) above to cast your vote by electronic means.
• (C) During the voting period, Members can login any number of times till they have voted on the Resolution(s). Once the vote on a resolution is cast by a Member, it cannot be changed subsequently.
• (D) You can update your mobile number and e-mail address in the user profile details which may be used for sending future communication(s).
• (E) Voting rights of Members shall be in proportion to their share in the paid up equity share capital of the Company as on the Cut-off date i.e. August 16, 2019.
• (F) Any person who is a Member of the Company may obtain the User ID and Password in the manner as mentioned below:
  • If the mobile number of the member is registered against Folio No./ DP ID Client ID, the member may send SMS: MYEPWD E-Voting Event Number + Folio No. or DP ID Client ID to +9l-9212993399

Example for NSDL: MYEPWD IN12345612345678

Example for CDSL: MYEPWD 1402345612345678

Example forPhysical: MYEPWD XXXX1234567890

• ii. Ife-mail address or mobile number ofthe member is registered against Folio No./ DPID Client ID, then on the home page of https://evoting.karvy.com, the member may click "Forgot Password" and enter Folio No. or DPID Client ID and PAN to generate a new password.
• iii. Member may call Karvy's toll free number 1800-345-4001 Monday to Saturday (from 8.00 A.M. to 8.00 PM).
• iv. Member may send an e-mail to evoting@karvy.com requesting User ID and Password. However, Karvy shall endeavor to send User ID and Password to those new Members whose mail ids are available.

1. In case of any query/grievance, in respect of remote e-voting, Members may refer to Help & FAQ's section / Evoting user manual available at the "Downloads" section of Karvy's website: https://evoting.karvy.com or contact Mr. G. Ramesh Desai, Manager-Corporate Registry at Karvy Fintech Private Limited, Karvy Selenium, Tower B, Plot No. 31-32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032 or at email address: evoting@karvy.com or contact no. 040-6716 2222 or Karvy's toll free No. 1800-345-4001, Monday to Saturday (from 8.00 AM. to 8.00 P.M.).

15. PR ED REF R A TI TE THR HBALL TF RM

(i) Members desiring to exercise vote by Postal Ballot shall complete the enclosed Postal Ballot Form and send it to the Scrutinizer in the enclosed self-addressed postage pre-paid Business Reply Envelope. However, envelopes containing Postal Ballot Form, sent by courier or by registered post at the expense of the Member will also be accepted. The envelopes may also be deposited personally at the address given thereon. The Ballot Form, duly completed and signed should be returned in the enclosed self-addressed postage prepaid Business Reply Envelope so as to reach the Scrutinizer on or before 5.00 pm. on Sunday, September 22, 2019. Any Postal Ballot Form received after 5.00 pm. on Sunday, September 22, 2019 shall be treated as if the reply from the member has not been received. The Company shall not be responsible for any loss or delay attributable to the Postal Department/ Courier Agency or for reasons beyond the control of the Company and/or the Postal Department/ Courier Agency.

Members are requested to carefully read the instructions printed overleaf the Postal Ballot Form, before exercising their vote.

• (ii) Members who have received the Postal Ballot Notice by e-mail and wish to vote in physical fornfl seeking a duplicate copy of Postal Ballot Form, may download the Ballot Form attached to the e-mail or from the web link: https://evoting.karvv.com or from the Company's website viz. www.digicontent.co.in where the Postal Ballot Notice is displayed, and send the duly completed and signed Ballot Form, so as to reach the Scrutinizer on or before 5.00 pm. on Sunday, September 22, 2019.
• 1. The Scrutinizer will submit his report to Chairman or any other person authorized by Chairman, after completion of scrutiny of the Postal Ballot forms and remote e-voting, who shall countersign the same.
• 1. The results of Postal Ballot will be declared by Chairman or any other person authorized by Chairman within 48 hours from the conclusion of voting process i.e. Tuesday, September 24, 2019 at the registered office of the Company situated at Hindustan Times House, 2nd Floor, 18-20, Kasturba Gandhi Marg, New Delhi - 110 001 and the results shall also be announced to BSE Limited & The National Stock Exchange of India Limited. The results of Postal Ballot along with the Scrutinizer's report will also be hosted on the Company's website viz. www.digicontent.co.in and on Karvy's website viz. https://evoting.karvy.com. The results of Postal Ballot and remote e-voting along with the Scrutinizer's report shall also be displayed on the Notice Board of the Company at its Registered Office at New Delhi.
• 1. The Resolution, ifpassed by requisite majority, shall be deemed to have been passed as on the last date for receipt of duly completed Postal Ballot forms / e-voting, i.e. Sunday, September 22, 2019.

STATEMENT UNDER SECTION 102 (1) OF THE COMPANIES ACT. 2013

The Board of Directors on recommendation of Audit Committee and subject to approval of members, appointed B S R and Associates, Chartered Accountants [Firm Registration No. 12890]W] ("BSR") as Statutory Auditor of the Company w.e.f. July 11, 2019, to fill the casual vacancy caused due to resignation of MRKS and Associates, Chartered Accountants [Firm Registration No. 02371 IN] ("MRKS").

BSR was shortlisted on evaluation of proposal(s) of renowned Chartered Accountant firms on various criteria viz. competency, technical capability, approach on transition, overall audit approach, sector expertise and understanding of the Company & its business. BSR was constituted on March 31, 2008 and is registered with the Institute of Chartered Accountants of India (ICAI). BSR has 20 partners across India and their peer review certificate is valid up to January 10, 2020.

In terms of the provisions of Section 139 ofthe Companies Act, 2013 read with rules made thereunder, appointment of Statutory Auditor in causal vacancy caused due to resignation ofthe existing Auditor, shall also be approved by the Company in a general meeting convened within three months of appointment/recommendation of the Board, and such Auditor shall hold office till the conclusion ofthe next Annual General Meeting (AGM).

Accordingly, the Board of Directors has recommended for approval of the members, appointment of BSR as Statutory Auditor ofthe Company to fill the casual vacancy caused due to resignation ofthe existing statutory auditor w.e.f. July 11, 2019 till conclusion of next AGM to be held in calendar year 2020.

BSR has given its consent to act as Statutory Auditor ofthe Company, and have confirmed that their appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Companies Act, 2013.

The aggregate remuneration proposed to be paid to BSR as statutory auditor to conduct the audit for financial year 2019-20 is Rs. 9.5 Lac, exclusive of out ofpocket expenses, fee paid for any other services and applicable taxes, as applicable. There is an increase in the fee proposed to be paid to BSR from the fee that was paid to the outgoing auditor viz. MRKS, due to significant increase in the volume and value oftransactions, upon transfer ofand vesting in "Entertainment and Digital Innovation business" of HT Media Limited (HTML) into the Company and listing of equity shares of the Company on stock exchanges (w.e.f. June 18, 2019) pursuant to Scheme of Arrangement (Demerger) under section 230-232 read with section 66 ofthe Act, between HTML and the Company.

None of the Directors, Key Managerial Personnel and/or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

The Board commends the Ordinary Resolution set out in the Notice for approval by the Members.

By Order of the Board For Digieontent Limited

Place: New Delhi (Vikas Prakash) Date: August 19, 2019 Company Secretary

(formerly known as HTDigital Ventures Limited) CIN: L74999DL2017PLC322147 Registered Office: Hindustan Times House (2nd Floor), 18-20, Kasturba Gandhi Marg, New Delhi- 110 001 Phone: +91 11 6656 1608 Fax: +91 11 6656 1445 Email: investor@digicontent.co.in Website: www.digicontent.co.in

POSTAL BALLOT FORM

(To be returned to the Scrutinizer appointed by the Company)

Serial No. : BALNO

&1. Name of Member (INBLOCK LETTERS)Registered address of the sole/first namedMember/beneficial owner	:	HOLDERHOLDER_ADDHOLDER_AD1HOLDER_AD2HOLDER_AD3PIN : HOLDER_PIN
if2.Name(s) of the Joint Shareholder(s),any	:	SECONDTHIRD
3. Registered Folio No./DP ID No./C1ient ID No."<shares in(*Applicable to members holdingdematerialized form)	:	DPID / HOLDER_FOL
4. Number of equityshare(s)held	:	TOTAL_SHAR

I/We hereby exercise my/our vote in respect of the Ordinary Resolution to be passed by the Members through Postal Ballot for the business stated in the Postal Ballot Notice dated Augustl9, 2019, by conveying/sending my/our assent (FOR) or dissent (AGAINST) to the said Ordinary Resolution by placing a tick mark (V) at the appropriate box below:

Description of Resolution	No. of equityshares held	I/We assent tothe Resolution(FOR)	Wedissent tothe Resolution(AGAINST)
Ordinary ResolutionAppointment of B S R and Associates,Chartered Accountant, (Firmas Statutory Auditor in casual vacancy.Registration No. 128901W)

Place : Date :

(Signature of Member)

PARTICULARS FOR E-VOTING

EVEN(E-voting Event Number)	USER ID	PASSWORD
EVENT_NO	USER_ID	PWD

Note: Please read the instructions printed overleaf and the Postal Ballot Notice dated August 19, 2019 carefully, before exercising your vote.

The e-voting facility will be available during the following voting period:

Commencement of e-voting	End of c—voting
From 9.00 am. (Servertime) on August24, 2019 (Saturday)	(Server time) on SeptemberUpto 5.00 pm.22, 2019(Sunday)

INSTRUCTIONS

• A Member desiring to exercise vote by physical Postal Ballot, may complete this Form and send it to the Scrutinizer in the enclosed self-addressed Business Reply Envelope which bears the name and postal address of the Scrutinizer appointed by the Board of Directors of the Company. Postage will be borne and paid by Digicontent Limited (the "Company"). However, envelope containing Postal Ballot Form, if deposited in person or sent by courier or registered post at the expense ofthe Member will also be accepted.
• The Postal Ballot Form should be completed and signed by the Member (as per the specimen signature registered with the Company/RTA or Depository Participants for shares held in physical and dematerialized form, respectively). In case ofj oint holding, this form should be completed and signed by the first named Member and in his/her absence, by the next named Member.
• Members are requested to fill the Postal Ballot Form in indelible ink and avoid filling it by using erasable writing medium(s) like pencil. The votes of a Member will be considered invalid on any ofthe following grounds:
  • a. ifthe Postal Ballot form has not been signed by or on behalf ofthe Member;
  • b. ifthe Member's signature does not tally;
  • c. if the Member has marked his / her / its vote both for 'Assent' and also for 'Dissent' to the 'Resolution' in such a manner that the aggregate Shares voted for 'Assent' and 'Dissent' exceeds total number of Shares held;
  • d. ifthe Member has made any amendment to the Resolution or imposed any condition while exercising his vote.
  • e. ifthe Postal Ballot Form is incomplete or incorrectly filled;
  • f if the Postal Ballot Form is received tom or defaced or mutilated such that it is difficult for the Scrutinizer to identify either the Member or the number of votes, or whether the votes are for 'Assent' or 'Dissent', or if the signature could not be verified, or one or more ofthe above grounds; and
  • g. ifthe form other than the one issued by the Company is used.
• The right ofvoting by Postal Ballot Form shall not be exercised by a Proxy.
• Duly completed Postal Ballot Form should reach the Scrutinizer not later than 5.00 p.m., Sunday, September 22, 2019. All Postal Ballot Forms received after this date, will be strictly treated as ifreply from such Member has not been received.
• A Member may request for a duplicate Postal Ballot Form by writing email to evoting@karvy.com. However, the duly completed Form should reach the Scrutinizer not later than the date specified under instruction No. 5 above.
• There will be only one Postal Ballot Form for every Folio/DP ID Client ID irrespective of the number of joint Shareholder(s).V0ting rights shall be reckoned 0n the paid-up value of the shares registered in the name of the Members / list of beneficial owners as on the Cut-off date i.e. August 16, 2019.
• Physical Postal Ballot Form signed in a representative capacity must be accompanied by the requisite certified copy of Board Resolution / Power of Attomey/ Authority Letter etc. together with duly attested specimen signature(s) of the authorized signatory(ies). Ifthe same is /are already registered with the Company, please quote the registration number.
• Members are requested not to send any other paper along with the Postal Ballot Form in the enclosed self-addressed postage prepaid Business Reply Envelope. Any extraneous paper found in such envelope would be destroyed by the Scrutinizer and the Company will not be able to act on the same.
• 1. Members have option to vote either through e-voting as per "Procedure and instruction for e-voting" provided in the Notice sent herewith or through Postal Ballot Form. If a Member has opted for e-voting, then he/she should not vote by Postal Ballot Form also and vice-versa. However, in case a Member cast his/her vote via both Postal Ballot and e-voting, then voting through e-voting shall prevail and voting done by Postal Ballot shall be treated as invalid.
• 1. Scrutinizer's decision on the validity ofthe Postal Ballot Form and any other related matter shall be final and binding.
• 1. The consent must be accorded by recording the assent in the column "FOR" or dissent in the column "AGAINST" by placing a tick mark in the appropriate box.
• 1. The Company will not be responsible ifthe envelope containing the Ballot form is lost in transit.