eClerx Services Limited — Proxy Solicitation & Information Statement 2018

Sep 24, 2018

eCier

eCierx/SECD/SE/2018/147

September 24, 2018

BSE Limited	National Stock Exchange of India Limited
Corporate Relationship Department,	Exchange Plaza, Plot No. C/1,
Phiroze Jeejeebhoy Towers,	Block G, Bandra -Kurla Complex
251h Floor, Dalal Street,	Bandra (East),
Fort, Mumbai -400 001	Mumbai-400 051

Dear Sir/Madam,

Sub: Compliance under Regulation 30 .of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Reg.: Notice of Postal Ballot under Section 110 of the Companies Act. 2013

Scrip Code: BSE - 532927 NSE-ECLERX

With reference to our letter number eCierx/SECD/SE/2018/146 dated September 19, 2018 informing you that the Company is in the process of seeking approval of its Members by way of Postal Ballot for the items mentioned in the said letter, the Postal Ballot Notice along with the Postal Ballot Form, being circulated . to the Members are attached for your information and records.

Request you to kindly take note of the same.

Thanking you,

Yours truly, For eCierx Services Limited

p{~ eJ·

~tik Bhanushali Company Secretary & Compliance Officer F8538

Encl: As above

Registered Office

eClerx Services Limited. ICIN: L72200MH2000PLC125319l Sonawala Building, 151 Floor, 29 Bank Street, Fort, Mumbai - 400 023, Maharashtra. India. Ph: •91 (022) 6614 8301 I Fax: •91 (022) 6614 8655 E-mailiD: contact@eclerx.com I www.eClerx.com

eClerx Services Limited CIN: L72200MH2000PLC125319 Regd. Office: Sonawala Building, 1st Floor, 29 Bank Street, Fort, Mumbai - 400 023 Phone No.: +91 (22) 6614 8301, Fax No.: +91 (22) 6614 8655 Email Id: investor@eclerx.com, Website: www.eclerx.com

NOTICE PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013

Dear Member(s),

Notice is hereby given, pursuant to Section 110 of the Companies Act, 2013 ('the Act'), read with the Companies (Management and Administration) Rules, 2014, to transact the special business as set out hereunder by the Members of eClerx Services Limited ('the Company') by passing resolution(s) through Postal Ballot.

The proposed resolution(s) and the Explanatory Statement stating the facts as required in terms of Section 102 of the Act are appended below.

The Board of Directors of the Company has appointed Ms. Savita Jyoti of M/s. Savita Jyoti Associates, Practicing Company Secretaries as the Scrutinizer for conducting the Postal Ballot process and remote e-voting in a fair and transparent manner.

In case of voting by use of physical Postal Ballot Form, please read the instructions printed on the Form, record your assent (for) or dissent (against) therein by filling necessary details and affixing your signature at the designated place in the Form and return the same in original duly completed in the enclosed self-addressed, postage pre-paid envelope so as to reach the Scrutinizer on or before 5.00 p.m. (IST) on Thursday, October 25, 2018. Postal Ballot Forms received after 5.00 p.m. (IST) on Thursday, October 25, 2018 will be treated as invalid.

In compliance with Section 108 and 110 of the Act, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide the facility to its Members to exercise their right to vote on the resolutions appended to this Notice by electronic means ('Remote e-voting') instead of physical submission of the Form to the Scrutinizer. For this purpose, the Company has availed electronic voting platform of M/s. Karvy Computershare Private Limited ('Karvy' / 'Registrar and Transfer Agent') for facilitating e-voting. The instructions for Remote e-voting are provided hereunder.

After completion of the scrutiny of the Forms and the electronic votes, the Scrutinizer will submit her report to the Chairman or any other authorized Director of the Company. The results of the Postal Ballot along with the Scrutinizer's report will be declared on or before 7.00 p.m. (IST) on Friday, October 26, 2018, at the Corporate Office of the Company and intimated to the BSE Limited and National Stock Exchange of India Limited and also displayed on the Company's website viz. www.eclerx.com.

SPECIAL BUSINESS:

1. Amendment of the Employee Stock Scheme / Plan 2015

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 62 and all other applicable provisions, if any, of the Companies Act, 2013 read with the applicable Rules, Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and such other necessary approvals, sanctions, consents, permissions as may be required from any appropriate statutory or regulatory authorities, if applicable, and subject to such conditions as may be prescribed by any of them while granting such approvals / sanctions / permissions, and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as 'the Board', which term shall be deemed to include any Committee(s) of the Board, including the Nomination and Remuneration Committee, which the Board has constituted to exercise its powers including the powers conferred on the Board by this resolution), the consent of the Members be and is hereby accorded for amending the Employee Stock Scheme/Plan 2015 (hereinafter referred to as 'the Scheme 2015') which was approved by the Members at the Annual General Meeting of the Company held on July 17, 2015 and as further amended by the Nomination and Remuneration Committee and the Board of Directors on September 16, 2018 and September 18, 2018 respectively, as per the details set out in the Explanatory Statement.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things as it may, in its absolute discretion, deem necessary, proper or desirable for such purpose, including giving effect to the aforesaid amendment in the Scheme 2015 and to settle all queries or doubts that may arise in relation to the implementation and formulation of the Scheme 2015 to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this Resolution.

RESOLVED FURTHER THAT Mr. PD Mundhra, Executive Director, Mr. Rohitash Gupta, Chief Financial Officer and Mr. Pratik Bhanushali, Company Secretary and Compliance Officer of the Company, be and are hereby severally authorized to do all such acts, deeds and things as deemed necessary to give effect to the foregoing resolutions."

2. Re-appointment of Mr. Pradeep Kapoor as Non-Executive Independent Director – Chairman of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, read with applicable Rules and Schedule IV of Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Pradeep Kapoor (DIN: 00053199), who was appointed as Non-Executive Independent Director and who holds office as such upto March 31, 2019, be and is hereby re-appointed as Non-Executive Independent Director – Chairman of the Company for the second term of 5 (five) consecutive years starting from April 1, 2019 till March 31, 2024, not liable to retire by rotation.

RESOLVED FURTHER THAT Mr. PD Mundhra, Executive Director, Mr. Rohitash Gupta, Chief Financial Officer and Mr. Pratik Bhanushali, Company Secretary and Compliance Officer of the Company, be and are hereby severally authorized to do all such acts, deeds and things as deemed necessary to give effect to the foregoing resolution."

3. Re-appointment of Mr. Anish Ghoshal as Non-Executive Independent Director of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, read with applicable Rules and Schedule IV of Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Anish Ghoshal (DIN: 00276807), who was appointed as Non-Executive Independent Director and who holds office as such upto March 31, 2019, be and is hereby re-appointed as Non-Executive Independent Director of the Company for the second term of 5 (five) consecutive years starting from April 1, 2019 till March 31, 2024, not liable to retire by rotation.

RESOLVED FURTHER THAT Mr. PD Mundhra, Executive Director, Mr. Rohitash Gupta, Chief Financial Officer and Mr. Pratik Bhanushali, Company Secretary and Compliance Officer of the Company, be and are hereby severally authorized to do all such acts, deeds and things as deemed necessary to give effect to the foregoing resolution."

4. Re-appointment of Mr. Biren Gabhawala as Non-Executive Independent Director of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, read with applicable Rules and Schedule IV of Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Biren Gabhawala (DIN: 03091772), who was appointed as Non-Executive Independent Director and who holds office as such upto March 31, 2019, be and is hereby re-appointed as Non-Executive Independent Director of the Company for the second term of 5 (five) consecutive years starting from April 1, 2019 till March 31, 2024, not liable to retire by rotation.

RESOLVED FURTHER THAT Mr. PD Mundhra, Executive Director, Mr. Rohitash Gupta, Chief Financial Officer and Mr. Pratik Bhanushali, Company Secretary and Compliance Officer of the Company, be and are hereby severally authorized to do all such acts, deeds and things as deemed necessary to give effect to the foregoing resolution."

5. Re-appointment of Mr. Alok Goyal as Non-Executive Independent Director of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, read with applicable Rules and Schedule IV of Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Alok Goyal (DIN: 05255419), who was appointed as Non-Executive Independent Director and who holds office as such upto March 31, 2019, be and is hereby re-appointed as Non-Executive Independent Director of the Company for the second term of 5 (five) consecutive years starting from April 1, 2019 till March 31, 2024, not liable to retire by rotation.

RESOLVED FURTHER THAT Mr. PD Mundhra, Executive Director, Mr. Rohitash Gupta, Chief Financial Officer and Mr. Pratik Bhanushali, Company Secretary and Compliance Officer of the Company, be and are hereby severally authorized to do all such acts, deeds and things as deemed necessary to give effect to the foregoing resolution."

6. Re-appointment of Ms. Deepa Kapoor as Non-Executive Independent Director of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, read with applicable Rules and Schedule IV of Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Ms. Deepa Kapoor (DIN: 06828033), who was appointed as Non-Executive Independent Director and who holds office as such upto March 31, 2019, be and is hereby re-appointed as Non-Executive Independent Director of the Company for the second term of 5 (five) consecutive years starting from April 1, 2019 till March 31, 2024, not liable to retire by rotation.

RESOLVED FURTHER THAT Mr. PD Mundhra, Executive Director, Mr. Rohitash Gupta, Chief Financial Officer and Mr. Pratik Bhanushali, Company Secretary and Compliance Officer of the Company, be and are hereby severally authorized to do all such acts, deeds and things as deemed necessary to give effect to the foregoing resolution."

By order of the Board of Directors For eClerx Services Limited

Sd/- Pratik Bhanushali Company Secretary & Compliance Officer F8538

Mumbai, September 18, 2018

Registered Office:

Sonawala Building, 1st Floor, 29 Bank Street, Fort, Mumbai – 400 023, Maharashtra, India. CIN: L72200MH2000PLC125319 Website: www.eClerx.com, Email: investor@eclerx.com Tel: +91 (22) 6614 8301, Fax: +91 (22) 6614 8655

NOTES:

• 1. The Explanatory Statement pursuant to Section 102 read with Section 110 of the Act setting out the material facts and reasons in respect of the proposed special business is given hereunder.
• 1. The Postal Ballot Notice is being sent to the Members of the Company whose names appear in the Register of Members/List of Beneficial Owners as received from the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on Friday, September 14, 2018. The Postal Ballot Notice is being sent to the Members in electronic form to the email IDs registered by them with their Depository Participants (in case of electronic shareholding) and with the Company's Registrar and Transfer Agent (in case of physical shareholding). For Members whose email IDs are not registered, physical copies of the Postal Ballot Notice are being sent by permitted mode along with a postage pre-paid self-addressed Business Reply Envelope.
• 1. Members whose names appear on the Register of Members /List of Beneficial Owners as on Friday, September 14, 2018 will be considered for the purpose of voting. Voting rights shall be reckoned on the paid-up value of equity shares registered in the name of the Members as on Friday, September 14, 2018. A person who is not a Member on that date should treat this notice for information purpose only.
• 1. In case a Member is desirous of obtaining a printed Postal Ballot Form or a duplicate, he or she may send an email to investor@eclerx.com or einward.irs@karvy.com. The Company or Karvy shall forward the same along with postage pre-paid self-addressed Business Reply Envelope to the Member.
• 1. Members who have received the Postal Ballot Notice by email and who wish to vote through Physical Form may download the Postal Ballot Form attached in the email or from the Company's website www.eclerx.com and send the duly completed and signed Postal Ballot Form to the Scrutinizer so as to reach the Scrutinizer on or before 5.00 p.m. (IST) on Thursday, October 25, 2018.
• 1. Member can opt for only one mode of voting, i.e. either by Physical Postal Ballot Form or Remote e-voting. If a Member cast their votes through both the modes, votes cast through physical Postal Ballot Form will be treated as invalid.
• 1. Members desiring to exercise their vote by physical Postal Ballot Form are requested to carefully read the instructions printed in the Postal Ballot Form and return the Form duly completed and signed, in the enclosed postage pre-paid self-addressed Business Reply Envelope to the Scrutinizer, so as to reach the Scrutinizer not later than 5.00 p.m. (IST) on Thursday, October 25, 2018. The postage will be borne by the Company. However, envelopes containing Postal Ballots, if sent at the expense of the Members will also be accepted. Any Postal Ballot Form received after 5.00 p.m. (IST) on Thursday, October 25, 2018 will be considered invalid.
• 1. The Board of Directors of the Company has appointed Ms. Savita Jyoti of M/s. Savita Jyoti Associates, Practicing Company Secretaries as the Scrutinizer for conducting the Postal Ballot process and the Remote e-voting process in a fair and transparent manner.
• 1. The Scrutinizer will submit her report to the Chairman or any other authorized Director, after completion of the scrutiny of the Forms and the electronic votes. The results of the Postal Ballot along with the Scrutinizer's report will be displayed on the Company's website www.eclerx.com and communicated to the BSE Limited and National Stock

Exchange of India Limited where the Company's shares are listed. The results will also be published in the newspapers. The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date for receipt of the duly completed Postal Ballot Form or Remote e-voting.

• 1. The Scrutinizer's decision on the validity of a Postal Ballot Form shall be final and binding.
• 1. Members who have not registered their email IDs so far are requested to register the same with the Company, Karvy or Depository Participant(s) to get all the information of the Company at the click of the mouse. Members are also requested to immediately notify any changes in their address and/or email IDs to the Company or Karvy at their respective addresses as mentioned in this Notice.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 READ WITH SECTION 110 OF THE ACT

Item No. 1

The Company had introduced the Employee Stock Scheme/ Plan 2015 ('the Scheme 2015') with effect from July 17, 2015 to reward the Employees for their association with the Company and their performance as well as to motivate them to contribute to the growth and profitability of the Company.

In terms of the provisions of the Scheme 2015, the Company is authorized to provide loan(s) upto 900 Million (Rupees Nine Hundred Million Only) to Employee Welfare Trust ("Trust") for purchase/acquisition of shares from the secondary market in one or more tranche(s). The said limit of 900 Million (Rupees Nine Hundred Million Only) has been utilised by the Trust.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, approved the amendment to the Scheme 2015 by way of a resolution passed by circulation on September 18, 2018 for increasing the aforementioned limits for providing loan(s) to the Trust upto ` 1,500 Million (Rupees Fifteen Hundred Million Only), subject to the approval of the Members.

The Board of Directors of the Company are of the view that the amendments to the Scheme 2015 are not prejudicial to the interests of the option holders.

A copy of the Scheme 2015, is available for inspection, by the Members without any fee, at the Registered Office of the Company during normal business hours on any working day (except Saturday and Sunday) till 5.00 p.m. (IST), Thursday, October 25, 2018.

Details of the proposed amendment to the Scheme

Existing Clause No. 4.5	Amended Clause No. 4.5
The Company will provideloan to the Trust to purchasesharesfromsecondarymarket. The total amount ofloan which can be outstandingat any point of time, shall notexceed ` 900 Million. Thetenure thereof will be 6 yearsfrom the date of disbursementor such other period fixedbytheNominationandRemunerationCommittee,in the best interest of thisEmployee Welfare Trust andthe Company. The funds soprocured by the EmployeeWelfare Trust will be utilizedby the Employee Welfare	The Company will provide loanto the Trust to purchase sharesfrom secondary market. Thetotal amount of loan whichcan be outstanding at anypoint of time, shall not exceed` 1,500 Million (Rupees FifteenHundred Million Only). Thetenure thereof will be 6 yearsfrom the date of disbursementor such other period fixed by theNomination and RemunerationCommittee, in the best interestof this Employee Welfare Trustand the Company. The fundsso procured by the EmployeeWelfare Trust will be utilizedbytheEmployeeWelfare
Trust for, inter-alia, acquisitionof shares from the secondary	Trust for, inter-alia, acquisitionof shares from the secondary
market. The repayment terms	market. The repayment terms
shall be mutually determined	shall be mutually determined
between the Nomination and	between the Nomination and
RemunerationCommittee	RemunerationCommittee
and the Independent Trustees,	and the Independent Trustees,
which will be appointed for	which will be appointed for the
the Trust.	Trust.

None of the Directors, Key Managerial Personnel and their relatives are in any way, concerned or interested in the resolution, except to the extent of the securities that may be offered to them under the Scheme 2015.

The Directors accordingly commend the Resolution at Item No. 1 of the Notice, for the approval of the Members of the Company.

Item Nos. 2 to 6

Mr. Pradeep Kapoor (DIN: 00053199), Mr. Anish Ghoshal (DIN: 00276807), Mr. Biren Gabhawala (DIN: 03091772), Mr. Alok Goyal (DIN: 05255419) and Ms. Deepa Kapoor (DIN: 06828033) were appointed as Non-Executive Independent Directors on the Board of the Company pursuant to the provisions of Section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, to hold office as such upto March 31, 2019.

The Nomination and Remuneration Committee of the Board of Directors, on the basis of Directors' skills, experience, qualifications and the performance evaluation, has recommended re-appointment of Mr. Pradeep Kapoor, Mr. Anish Ghoshal, Mr. Biren Gabhawala, Mr. Alok Goyal and Ms. Deepa Kapoor for the second term of 5 (five) consecutive years on the Board of the Company.

The Board of Directors, as per the recommendation of the Nomination and Remuneration Committee, proposes to re-appoint Mr. Pradeep Kapoor, Mr. Anish Ghoshal, Mr. Biren Gabhawala, Mr. Alok Goyal and Ms. Deepa Kapoor as Non-Executive Independent Directors for the second term of 5 (five) consecutive years with effect from April 1, 2019 till March 31, 2024.

Mr. Pradeep Kapoor, Mr. Anish Ghoshal, Mr. Biren Gabhawala, Mr. Alok Goyal and Ms. Deepa Kapoor are not disqualified from being appointed as Directors in terms of Section 164 of the Act and have given their consent to act as Directors.

The Company has also received declarations from Mr. Pradeep Kapoor, Mr. Anish Ghoshal, Mr. Biren Gabhawala, Mr. Alok Goyal and Ms. Deepa Kapoor that they meet with the criteria of independence as prescribed both under Section 149(6) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').

In the opinion of the Board, Mr. Pradeep Kapoor, Mr. Anish Ghoshal, Mr. Biren Gabhawala, Mr. Alok Goyal and Ms. Deepa Kapoor fulfil the conditions for appointment as Independent Directors as specified in the Act and the Listing Regulations and are independent of the management.

Brief profile of the Directors whose re-appointment as Non-Executive Independent Directors is proposed at Item Nos. 2 to 6, are provided in the 'Annexure' to the Notice pursuant to the provisions of the Listing Regulations and Secretarial Standard on General Meetings ('SS-2'), issued by the Institute of Company Secretaries of India.

Copy of draft letter of appointment of the Independent Directors setting out the terms and conditions of their appointment is available for inspection by the Members without any fees at the registered office of the Company during normal business hours on any working day (except Saturday and Sunday) till 5.00 p.m. (IST), Thursday, October 25, 2018 and is also available on the website of the Company www.eclerx.com.

Mr. Pradeep Kapoor, Mr. Anish Ghoshal, Mr. Biren Gabhawala, Mr. Alok Goyal and Ms. Deepa Kapoor are interested in the resolutions set out respectively at Item Nos. 2 to 6 of the Notice with regard to their respective re-appointments. The relatives of Mr. Pradeep Kapoor, Mr. Anish Ghoshal, Mr. Biren Gabhawala, Mr. Alok Goyal and Ms. Deepa Kapoor may be deemed to be interested in the respective resolutions to the extent of their shareholding interest, if any, in the Company.

The Directors accordingly commend the Resolution at Item Nos. 2 to 6 of the Notice, for the approval of the Members of the Company.

ANNEXURE TO THE NOTICE DATED SEPTEMBER 18, 2018

PROFILE OF THE NON-EXECUTIVE INDEPENDENT DIRECTORS SEEKING RE-APPOINTMENT THROUGH POSTAL BALLOT

Particulars	Pradeep Kapoor	Anish Ghoshal	Biren Gabhawala	Alok Goyal	Deepa Kapoor
DIN	00053199	00276807	03091772	05255419	06828033
Designation	Non-Executive	Non-Executive	Non-Executive	Non-Executive	Non-Executive
	Independent	Independent	Independent	Independent	Independent
	Director - Chairman	Director	Director	Director	Director
Age73		54	53	47	50
Profession	Business Executive	Legal Practitioner	Practicing CharteredAccountant	Business Executive	Business Executive
Qualification	Bachelor's degreein MechanicalEngineering	Bachelor's Degreein law	CharteredAccountant	MBA, MS inComputer Sciencesand B.Tech inComputer Scienceand Engineering	MBA, Majors inComputerScienceand Mathematics
Date of first appointmenton the Board	August 11, 2007	August 11, 2007	May 18, 2011	May 18, 2012	March 11, 2014
Experience (includingexpertise in specificfunctional area / BriefResume	He has beenassociated withthe infrastructureindustry, especiallyengineering,manufacturingand constructionindustry for approx.49 years. Underhis leadership, anumber of cementplants, mineralprocessing plants,and infrastructureprojects have beenconstructed. He hasbeen the ManagingDirector and CEOof Trafalgar HouseConstructionLimited and FLSmidth Limited andthe Vice Chairman/Managing Director/CEO of ABGCement Limitedand of ABG EnergyLimited. He also hasbeen the Chairmanof Fuller InfotechPrivate Limited,the Director ofFLS AutomationPrivate Limitedand the CEO ofDosdal Limited and	He has beeninvolved in legalpractice since1990, specializingin corporate,regulatory laws,acquisitions, jointventures, labourlaws, real estateand intellectualproperty laws. He iscurrently a partnerin Dua Associates,Advocates andSolicitors.	He has been inpractice for 32years. He is a SeniorPartner of M/s.C. M. Gabhawala& Co. CharteredAccountants andspecialises inDirect and IndirectTaxation, FEMA,InternationalTaxation, Mergersand Acquisitions. Heprovides consultancyboth to nationaland internationalcompanies, aswell as Audit andAssurance Services.	He is a Partner atStellaris VenturePartners, an earlystage technologyfocused venturecapital firm basedout of Bangalore.He focuses oninvestmentsin enterprisesoftware, logisticsand automotivecompanies. Onbehalf of Stellaris,he is on theboard of Whatfix,Noticeboard andLoadshare.Prior to Stellaris,he was a Partner atHelion Ventures,where he ledenterprise softwareand servicesinvestments. Beforehis career in venturecapital, he was theChief OperatingOfficer (COO) ofSAP India and hadbeen associatedwith SAP since theyear 2004 in variousleadership roles inthe United Statesand in India.	She has an overallexperience forapprox. 26 yearsand has heldvarious positionsin companies likeLucent Technologiesand Genpactwhere she wasleading and growingbusinesses. She hasalso led the CSR,skill developmentand HR charter atan infrastructurecompany. Presently,she is engaged inleading an educationstart up in the spaceof learning.

Particulars	Pradeep Kapoor	Anish Ghoshal	Biren Gabhawala	Alok Goyal	Deepa Kapoor
				Before SAP, he hasalso worked with
				Siebel Systems,
				The McKenna
				Group, McKinsey
				& Company and
				Cadence DesignSystems.
Terms and conditions of	As per the resolution	As per the resolution	As per the	As per the resolution	As per the resolution
re-appointment	at Item No. 2 of this	at Item No. 3 of this	resolution at Item	at Item No. 5 of this	at Item No.6 of this
	Notice, Mr. Pradeep	Notice, Mr. Anish	No. 4 of this Notice,	Notice, Mr. Alok	Notice, Ms. Deepa
	Kapoor is proposed	Ghoshal is proposed	Mr. Biren Gabhawala	Goyal is proposed	Kapoor is proposed
	to be re-appointed	to be re-appointed	is proposed to be	to be re-appointed	to be re-appointed
	as Non-ExecutiveIndependent	as Non-ExecutiveIndependent	re-appointed asNon-Executive	as Non-ExecutiveIndependent	as Non-ExecutiveIndependent
	Director-Chairman,	Director, not liable	Independent	Director, not liable	Director, not liable
	not liable to retire	to retire by rotation	Director, not liable	to retire by rotation	to retire by rotation
	by rotation		to retire by rotation
Relationship with other	Not related to	Not related to	Not related to	Not related to	Not related to
directors and Key	any Director/	any Director/	any Director/	any Director/	any Director/
Managerial Personnel of	Key Managerial	Key Managerial	Key Managerial	Key Managerial	Key Managerial
the CompanyDirectorships held in	PersonnelAnvita Infrastructure	Personnel1. Netel (India)	Personnel3M India Limited	Personnel1. ISKCON Farms	PersonnelNA
other Companies	Private Limited	Limited		Lands Private
		2. Koch Chemical		Limited
		Technology Group		2. Quicko
		India Private		Technosoft Labs
		Limited		Private Limited
		3. Uttam FomaTechno Cast Private		3. 930 TechnologiesPrivate Limited
		Limited		4. Loadshare
				Networks Private
				Limited
Memberships/	NA	NA	3M India Limited:	NA	NA
Chairmanships held in
committees of the Boardof other companies			1.Audit Committee– Chairman
			2. Stakeholder's
			Relationship
			Committee –
			Chairman.
The number of meetings	1 out of 2	2 out of 2	2 out of 2	1 out of 2	2 out of 2
of the Board attended
during the financial year2018-2019
Remuneration last drawn	1.87	1.85	1.89	1.81	1.87
for the financial year
ended March 31, 2018(including sitting fees)
(` in Million)
Remuneration proposed			As per the existing terms and conditions and in accordance with the provisions of Companies Act, 2013
to be paid
Shares held in the	7,336	2	6,231	NA	NA
Company as on the dateof Notice

INSTRUCTIONS FOR REMOTE E-VOTING:

In compliance with the provisions of Sections 108 and 110 of the Act, read with the 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, the Company is pleased to provide to its Members, the facility to exercise their right to vote on resolutions proposed to be considered through Postal Ballot by electronic means and the business may be transacted through e-voting services arranged by Karvy Computershare Private Limited ('Karvy').

The Remote e-voting period commences on Wednesday, September 26, 2018 at 9.00 a.m. (IST) and ends on Thursday, October 25, 2018 at 5.00 p.m. (IST). During this period, the Members of the Company holding shares in physical form or in dematerialized form, as on Friday, September 14, 2018, may cast their vote by electronic means. The Remote e-voting module shall be disabled by Karvy for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

The process and manner for Remote e-voting is as under:

• A. In case a Member receiving an email from Karvy [for Members whose email IDs are registered with the Company/Depository Participant(s)]:
• i) Launch internet browser by typing the URL: https:// evoting.karvy.com.
• ii) Enter the login credentials (i.e., User ID and password mentioned below). Your Folio No./ DP ID-Client ID will be your User 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.
• v) You need to login again with the new credentials.
• vi) On successful login, the system will prompt you to select the 'EVENT' i.e. eClerx Services 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 in 'FOR' and partially in 'AGAINST'

but the total number in 'FOR/AGAINST' taken together should not exceed your total shareholding as mentioned hereinabove. You may also choose the option 'ABSTAIN'. If the shareholder does not indicate either 'FOR' or 'AGAINST', it will be treated as 'ABSTAIN' and the shares held will not be counted under either head.

• viii) Members holding multiple folios/demat accounts shall choose the voting process separately for each folios/demat accounts.
• 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 abstained.
• x) 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 else 'CANCEL' to modify. Once you confirm, you will not be allowed to modify your vote. During the voting period, Members can login any numbers of times till they have voted on the Resolution(s).
• 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, etc. together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at email ID: savitajyoti@yahoo.com with a copy marked to evoting@karvy.com. 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 the Notice by Post [for Members whose email IDs are not registered with the Company/Depository Participant(s)]:
  • EVEN (E-Voting Event Number) USER ID Password - - -
• (i) User ID and initial password as provided at the bottom of the Postal Ballot Form enclosed with this Notice.
• (ii) Please follow all steps from Sr. No. (i) to (xii) as mentioned in (A) above, to cast your vote.

In case of any query and/or grievance in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and e-voting user manual available at the download section of https://evoting.karvy.com (Karvy Website) or contact Mr. S. V. Raju, Deputy General Manager (Unit: eClerx Services Limited) of Karvy Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli Financial District, Nanakramguda, Hyderabad - 500 032, India or at evoting@karvy.com or phone no. 040 – 6716 1500 or call Karvy's toll free No. 1-800- 3454- 001 for any further clarifications.

eClerx Services Limited

CIN: L72200MH2000PLC125319 Regd. Office: Sonawala Building, 1st Floor, 29 Bank Street, Fort, Mumbai - 400 023, India Phone No.: +91 (22) 6614 8301, Fax No.: +91 (22) 6614 8655 Email Id: investor@eclerx.com, Website: www.eclerx.com

POSTAL BALLOT FORM

(Please read the instructions printed overleaf carefully before completing this Form)

1. Name and Registered Address of the sole/ first named shareholder

:

:

:

Serial No. :

• 1. Name(s) of Joint-Holder(s), if any
• 1. Folio No. /DP ID No.* /Client ID No.* (*Applicable to shareholders holding shares in dematerialized form) :
• 1. No. of equity shares held
• 1. I/We hereby exercise my/our vote in respect of the Special Resolution(s) to be passed through Postal Ballot for the business stated in the Notice of the Company dated September 18, 2018 by conveying my/our assent or dissent to the said Resolution(s) by placing the tick (P) mark in the appropriate box below;

ItemNo.	Resolution	No. of sharesheld by me	I/We assent tothe resolution(FOR)	I/We dissent tothe resolution(AGAINST)
1.	Amendment of the Employee Stock Scheme/Plan 2015.
2.	Re-appointmentofMr.PradeepKapoor(DIN:00053199)as
	Non-Executive Independent Director - Chairman of the Company.
3.	Re-appointmentofMr.AnishGhoshal(DIN:00276807)as
	Non-Executive Independent Director of the Company.
4.	Re-appointment of Mr. Biren Gabhawala (DIN: 03091772) as
	Non-Executive Independent Director of the Company.
5.	Re-appointmentofMr.AlokGoyal(DIN:05255419)as
	Non-Executive Independent Director of the Company.
6.	Re-appointmentofMrs.DeepaKapoor(DIN:06828033)as
	Non-Executive Independent Director of the Company.

Date : Place :

(Signature of the Member)

----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ELECTRONIC VOTING PARTICULARS

EVEN(E-VOTING EVENT NUMBER)	USER ID	PASSWORD/PIN

NOTES:

• 1. For Remote e-voting, please refer to the instructions for voting through electronic means provided in the Postal Ballot Notice.
• 1. The last date for receipt of Postal Ballot Forms by the Scrutinizer is Thursday, October 25, 2018 upto 5.00 p.m. (IST).

Instructions:

• 1. A Member can opt for only one mode of voting, i.e. either through Remote e-voting or by Postal Ballot Form. If a Member casts his/her vote using both the modes, then voting done through Remote e-voting shall prevail and Postal Ballot Form shall be treated as invalid. The voting period shall commence from Wednesday, September 26, 2018 at 9.00 a.m. (IST) and end on Thursday, October 25, 2018 at 5.00 p.m. (IST).
• 1. A Member desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form and send it to the Scrutinizer at Karvy Computershare Private Limited, Karvy Selenium Tower B, Plot No. 31-32, Gachibowli Financial District, Nanakramguda, Hyderabad - 500032 in the enclosed postage pre-paid self-addressed envelope.
• 1. This Form should be completed and signed by the Member (as per the specimen signature registered with the Company/Depository Participants). In case of joint holding, this Form can be signed by either of the holders as per there specimen signature registered with the Company/Depository Participants.
• 1. In case of shares held by companies, trusts, societies etc., the duly completed Postal Ballot Form should be accompanied by a certified true copy of Board Resolution/Power of attorney along with the attested specimen signature(s) of the duly authorized signatory(ies).
• 1. The consent must be accorded by recording the assent in the Column FOR' and dissent in the column AGAINST' by placing a tick mark (P) in the appropriate column.
• 1. An incomplete, unsigned, incorrectly ticked, defaced, torn, mutilated, overwritten, wrongly signed Postal Ballot Form will be rejected.
• 1. A Member need not use all his/her votes nor cast all his/her votes in the same manner.
• 1. Duly completed Postal Ballot Form should reach the Scrutinizer on or before 5.00 p.m. (IST) on Thursday, October 25, 2018. Postal Ballot Forms received thereafter shall be treated as if reply from such Member has not been received.
• 1. A Member may request for a duplicate Postal Ballot Form. However, duly filled in duplicate Postal Ballot Form should reach the Scrutinizer not later than the date and time specified above.
• 1. Voting rights shall be reckoned on the paid-up value of the equity shares registered in the name of the Member(s) as on Friday, September 14, 2018.
• 1. The results of the Postal Ballot will be declared in the manner as specified in the Notice.
• 1. The Scrutinizer's decision on the validity of a Postal Ballot Form will be final.