GVP Infotech Limited — Proxy Solicitation & Information Statement 2022

Jun 22, 2022

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FOURTH DIMENSION SOLUTIONS LIMITED

CIN: L74110DL2011PLC221111

Reg. Off: Office No. 710, Naurang House, KG Road, Connaught Place, New-Delhi-110001| Contact No. 079-26566588 Email id : secretarial.fdsl@gmail.com | Website: www.fdsindia.co.in

NOTICE OF POSTAL BALLOT & E-VOTING

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

Dear Members,

Notice is hereby given to the Members of the Company pursuant to Section 108 and Section 110 of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (“Rules”) and in accordance with General Circular Nos. 14/2020 dated 8th April 2020, 17/2020 dated 13th April 2020, 22/2020 dated 15th June, 2020, 33/2020 dated 28th September, 2020, 39/2020 dated 31st December, 2020, 02/2021 dated 13th January, 2021, 10/2021 dated 23[rd] June, 2021 and 20/2021 dated 8th December, 2021 issued by the Ministry of Corporate Affairs (“MCA Circulars”) and Security Exchange Board of India (“SEBI”), and Regulation 44 of SEBI (LODR) Regulations, 2015 and Secretarial Standards (SS-2) on General Meeting issued by the Institute of Company Secretaries of India and other applicable provisions, that the Resolutions as set out in this Notice are proposed for approval by the Members of the Company by means of Postal Ballot only by way of remote e-voting.

The explanatory statement pursuant to Sections 102, 110 and other applicable provisions of the Act read with the applicable Rules setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice is annexed hereto.

SPECIAL BUSINESS

1. To reclassify the existing Authorised capital of the Company and consequent upon alteration of Memorandum of Association (“MOA”) of the Company

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

“RESOLVED THAT pursuant to the provisions of Sections 13, 61 and all other applicable provisions, if any, under the Companies Act, 2013, (including any amendment thereto or re-enactment thereof) read with Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions, the consent of members be and is hereby accorded, subject to the approval of concerned Government Authority for

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FDSL Notice of Postal Ballot

reclassification of the Authorised share capital of the company from Rs. 109,00,00,000/- (Rupees One Hundred Nine Crores) comprising of 20,53,44,200/(Rupees Twenty Crores fifty-three lakhs forty-four thousand two hundred only) divided into 2,05,34,420 (Two Crores Five lakhs thirty-four thousand four hundred twenty) Equity shares of Rs. 10 (Rupees Ten) each and Rs. 88,46,55,800/- (Rupees Eighty-eight crores forty-six lakhs fifty-five thousand eight hundred only) divided into 88,46,558 (Eighty-Eight lakhs forty-six thousand five hundred fifty-eight) Non-Cumulative NonConvertible Compulsory Redeemable Preference Shares of Rs. 100/- (Rupees Hundred) each to Rs. 109,00,00,000/- (Rupees One Hundred Nine Crores) comprising of Rs. 10,90,00,000 (Ten Crores ninety lakhs) Equity Shares of Rs. 10 (Ten) each.

RESOLVED FURTHER THAT the Memorandum of Association of the Company is be and is hereby altered by substituting the existing Clause V thereof by the following new Clause V as under:

V. The Authorised Share Capital of the Company is Rs. 109,00,00,000/(Rupees One Hundred Nine Crores) comprising of 10,90,00,000 (Ten Crores ninety lakhs) Equity Shares of Rs. 10 (Ten) each.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds and things as may be deemed proper and expedient to give effect to this Resolution.”

2. Issue of Bonus Shares in the ratio of 1:1 as per approved resolution plan

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

“RESOLVED THAT pursuant to Section 63 of the Companies Act, 2013 and other applicable provisions, if any, including rules notified thereunder, as may be amended from time to time (including any statutory modification or re-enactment thereof for the time being in force) read with Regulation 293 and other relevant provisions, laid down in Chapter XI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicable provisions of Articles of Association of the Company, approved resolution plan by the virtue of the order of Hon’ble National Company Law Tribunal (“NCLT”) New-Delhi Bench dated 25[th] Sep 2020 and applicable Regulatory Authorities and such permissions, sanctions and approvals as may be required in this regard; the consent of the members of the Company be and is hereby accorded to the Board of Directors to exercise its powers for capitalization of a sum not exceeding Rs. 16,28,61,590 (Rupees Sixteen Crores Twenty-Eight Lakhs Sixty-One Thousand Five Hundred Ninety) from and out of the Company’s Free Reserves, Security Premium and Capital Redemption Reserve as on March 31, 2022, for the purpose of issue upto 1,62,86,159 (One Crore Sixty-Two Lakh Eighty-Six Thousand One Fifty-Nine) fully paid up equity shares of Rs. 10/(Rupees Ten) each as bonus shares of an aggregate nominal value upto Rs. 16,28,61,590 (Rupees Sixteen Crores Twenty-Eight Lakhs Sixty-One Thousand Five Hundred Ninety), as bonus shares to the shareholders.

RESOLVED FURTHER THAT:

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FDSL Notice of Postal Ballot

• a. The bonus issue of shares will be made in the ratio of 1:1 [i.e. 1 (One) fully paid up equity shares for every 1 (One) equity shares held] to the shareholders on such date (Record Date) as may be determined by the board of director(s) after approval of Shareholders.

• b. The Equity Shares so issued shall upon allotment have the same rights of voting as the existing equity shares and be treated for all other purposes pari-passu with the existing equity shares of the Company.

• c. Share Certificates shall be issued to those to whom the bonus shares are allotted within the time prescribed in the Companies Act, 2013. With regard to the shares held in dematerialized form, the Bonus shares will be credited to the respective demat account of the holders.

• d. No members shall entitle to a fraction of an equity shares as a result of implementation of this resolution and no certificate or coupon or cash shall be issued for fraction of equity shares and the bonus shall be rounded to the lower integer.

• e. All fractions of bonus equity shares shall be ignored and accordingly the number of issuance of bonus share may be reduced.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any Board of Director of the Company be and is hereby authorised to do all acts, deeds, matters and things necessary, proper or desirable and to sign and execute all necessary documents, authority letters, applications and returns with Stock Exchange, SEBI, NSDL, CDSL, RTA or any other authority.”

3. Migration of Equity Shares of the Company from NSE Emerge (SME platform of National Stock Exchange) to the Main Board of National Stock Exchange(“NSE”)

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

"RESOLVED THAT pursuant to provisions laid down in Chapter IX of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018 and other applicable provisions, if any, of the Companies Act 2013 and rules framed thereunder, Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 including any amendment, modification, variation or re-enactment thereof, the Listing Agreement entered into by the Company with National Stock Exchange of India Limited (NSE) applicable to small and medium enterprise and subject to the applicable Laws and by-laws and rules and regulations of National Stock Exchange of India Limited (NSE) and subject to the approval of any statutory authorities, if any, the consent of the members of the Company be and is hereby accorded for Migration of 1,62,86,159 (One Crore Sixty Two Lakh Eighty Six Thousand One Hundred Fifty Nine) existing share capital to the main Board of NSE and upon migration the said Equity Shares be get listed and traded on the main board of NSE.

RESOLVED FURTHER THAT the proposed bonus issue of 1,62,86,159 full paid up Equity Shares of Rs.10 (Rupees Ten), when allotted by the Board will also be directly listed on the main board of National Stock Exchange of India Limited (NSE).

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any Board of Director of the Company be and is hereby authorised to do all acts, deeds, matters and things necessary, proper or desirable and to sign and execute all necessary

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FDSL Notice of Postal Ballot

documents, authority letters, applications and returns with Stock Exchange, SEBI, NSDL, CDSL, RTA or any other authority.”

By Order of the Board of Directors For Fourth Dimension Solutions Limited

Sd/-

(Ashish Thakur) Company Secretary

Date: June 18, 2022 Place: New-Delhi

Registered Office:

Office no. 710 Naurang House, KG Road, Connaught Place, New-Delhi-110001

Notes:

1. The explanatory Statement as required under Section 102 of the Companies Act 2013, pertaining to the proposed items of special business setting out the material facts and the reasons thereof is annexed to the notice.

2. In accordance with the MCA circulars, notice of postal ballot is being sent only by electronic mode to all the members, whose names appear in the Register of Members / Beneficial Ownership Position as on the closure of business hours as on June 17, 2022 and whose e-mail addresses are registered. A person who is not a member as on the cutoff date should treat this Notice of Postal Ballot for information purpose only. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot in accordance with the requirements specified under the MCA Circulars.

3. Voting rights of the Members shall be reckoned in proportion to the paid-up equity Shares registered in the name of members as on June 17, 2022 (“Cut-off date”).

4. Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members / List of Beneficial Owners as on the cut-off date will only be considered eligible for the purpose of remote e-voting.

5. Resolutions passed by the members through Postal Ballot are deemed to have been passed on the last date specified for the remote e-voting i.e. July 24, 2022 in terms of Secretarial Standard–2 on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, if the results of the Postal Ballot indicate that the requisite majority of the members of the Company have assented to the resolutions.

6. In terms of Section 108 and 110 of the Act read with the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI Listing

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Regulations and the aforesaid circulars, the manner of voting on the proposed resolutions is restricted only to remote e-voting (“e-voting”) i.e. by casting votes electronically instead of submitting postal ballot forms. Accordingly, the Company is providing the facility to the members to exercise their vote electronically and vote on the proposed resolutions through remote e-voting facility provided by Central Depository Services Ltd (“CDSL”). The instructions for e-voting are provided as part of this Postal Ballot Notice.

7. This Notice shall also be available on the website of the Company at www.fdsindia.co.in and on the website of the National Stock Exchange of India (“NSE”) at www.nseindia.com.

8. Relevant documents referred to in this Notice and explanatory statement will be available for electronic inspection by the members from the date of circulation of this Notice electronically until the last date of voting. Members seeking to inspect such documents can send an email to secretarial.fdsl@gmail.com stating their DP-ID & Client ID or Folio No.

9. Members holding shares in electronic form are requested to get their e-mail addresses registered/updated with their respective Depository Participants (DPs).

10. The Company has appointed M/s Anisha Jhunjhunwala & Associates (ACS 51318), Practicing Company Secretary of Ahmedabad as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

11. The remote e-voting period would commence on Saturday, June 25, 2022 at 09:00 A.M. (IST) and end on Sunday, July 24, 2022 at 05.00 P.M. (IST). Members desiring to exercise their vote should cast their vote during this period. The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled for voting thereafter.

12. The Scrutinizer shall, not later than one working days of conclusion of voting period of postal ballot process, submit a Scrutinizer’s report to the Chairman of the Company or such other officer authorized by the Chairman.

13. The result of the Postal Ballot will be announced on Tuesday, July 26, 2022. The results of voting along with the Scrutinizer’s Report(s) thereon would be available on the website of the Company at www.fdsindia.co.in and also on the website of National Stock Exchange at www.nseindia.com.

14. The instructions for Shareholders for remote e-voting are as under:

• a) The voting period begins on Saturday, June 25, 2022 at 09:00 A.M. (IST) and ends on Sunday, July 24, 2022 at 05:00 P.M. (IST) during this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Friday, June 17, 2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

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• b) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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.

Pursuant to above said SEBI Circular, Login method for e-Voting 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 withCDSL	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 URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. 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 or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e- Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, 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 https://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.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 e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode with NSDL	1)	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e- Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication,you will be able to

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	2) 3)	see e-Voting services. Click on “Access to e-Voting” under e- Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number 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 or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting
Individual Shareholders (holding securities in demat mode) login through their Depository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you 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 name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

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Login type Helpdesk details
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Helpdesk for Individual Shareholders holding securities in demat mode for any technical ssues related to login through Depository i.e. CDSL and NSDL	Helpdesk for Individual Shareholders holding securities in demat mode for any technical ssues related to login through Depository i.e. CDSL and NSDL	Helpdesk for Individual Shareholders holding securities in demat mode for any technical ssues related to login through Depository i.e. CDSL and NSDL
Login type Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 and 22-23058542-43.

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Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

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

Item No. 1

The existing authorised capital of the company is Rs. 109,00,00,000/- (Rupees One Hundred nine crores only) comprising of Equity Share Capital of Rs. 20,53,44,200/- (Rupees Twenty Crores fifty-three lakhs forty-four thousand two hundred only) divided into 2,05,34,420 (Two Crores Five lakhs thirty-four thousand four hundred twenty) Equity shares of Rs. 10/- (Rupees Ten) each and Rs. 88,46,55,800/- (Rupees Eighty-eight crores forty-six lakhs fifty-five thousand eight hundred only) divided into 88,46,558 (Eighty-Eight lakhs forty-six thousand five hundred fifty-eight) Non-Cumulative Non- Convertible Compulsory Redeemable Preference Shares of Rs. 100/- (Rupees Hundred) each. The board further want to issue the bonus share in the ratio of 1: 1 to the members of the company subject to the approval of shareholders, the existing authorised capital is not sufficient to issue bonus shares, therefore, the board is of the view to utilise the balance unissued preference shares by converting it into equity shares.

None of the Directors or Key Managerial Personnel of the Company and any relatives of such director or Key Managerial Personnel are, in any way, concerned or interested, in this resolution, financially or otherwise except to the extent of their shareholding in the Company, if any.

The Board recommends the passing of the Resolution(s) as set out under Item No.1 of the Notice for approval of the Members as special resolution(s).

Item No. 2

As per the approved resolution plan, the Resolution Applicant (“RA”) shall issue the Bonus equity shares from the reserve of the Company in the ratio of 1: 1 and in compliance of that the Board of Directors in its meeting held on June 18, 2022 approved and recommended the bonus equity shares of Rs. 10 (Rupees Ten) each in the ratio of 1: 1 amounting to 1,62,86,159 (One Crore Sixty-Two Lakh Eighty-Six Lakh One Fifty-Nine) equity shares of Rs. 10 (Rupees Ten), by capitalizing a sum not exceeding Rs. 16,28,61,590 (Rupees Sixteen Crore Twenty-Eight

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FDSL Notice of Postal Ballot

Lakh Sixty-One Thousand Five Hundred Ninety) out of Company’s Free Reserves, Security Premium & Capital Redemption Reserve as on March 31, 2022.

Articles 45. of the Articles of Association of the Company permit capitalization of any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts (including securities premium account and capital redemption reserve account), or to the credit of the profit and loss account, or otherwise available for distribution by applying the same towards payment of unissued shares to be issued to the Members as fully paid bonus shares.

Pursuant to the provisions of Section 63 and other applicable provisions, if any, of the Companies Act, 2013 and subject to applicable statutory and regulatory approvals, the issue of bonus shares of the Company requires the approval of the Members of the Company. Accordingly, approval of the Members of the Company is hereby sought by way of an special resolution as set out in Item No. 2 of the Postal Ballot Notice.

None of the Directors or Key Managerial Personnel of the Company and any relatives of such director or Key Managerial Personnel are, in any way, concerned or interested, in this resolution, financially or otherwise except to the extent of their shareholding in the Company, if any.

The Board recommends the passing of the Resolution(s) as set out under Item No.2 of the Notice for approval of the members as special resolution(s).

Item No. 3

After capital reduction as per the approved resolution plan, the share capital of the company has been reduced to 1,62,86,159 (One Crore Sixty-Two Lakh Eighty-Six Thousand One Hundred Fifty-Nine) Equity Shares of Rs. 10 each (Rupees Ten) and further as per the approved resolution plan the equity shares of the company shall be listed on the main board of National Stock Exchange, further the proposed bonus issue of 1,62,86,159 (One Crore Sixty-Two Lakh Eighty-Six Thousand One Hundred Fifty-Nine) subject to the approval of the shareholders shall also be listed directly on the main board.

The members are, therefore, requested to accord their approval for Migration of Company’s 1,62,86,159 (One Crore Sixty-Two Lakh Eighty-Six Thousand One Hundred Fifty-Nine) Equity Shares from Emerge platform of NSE to main board of NSE & proposed bonus issue of 1,62,86,159 (One Crore Sixty-Two Lakh Eighty-Six Thousand One Hundred Fifty-Nine) shall also be directly listed on the main board.

Pursuant to Proviso to Regulation 277 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the proposed resolution shall be acted upon if the votes cast by public shareholders in favour of the proposal, amount to at atleast 2 times the number of votes cast by the public shareholders against the proposal. The Company would approach NSE with necessary application for migration upon receipt of the approval of the Shareholders.

None of the Directors or Key Managerial Personnel of the Company and any relatives of such director or Key Managerial Personnel are, in any way, concerned or interested, in this resolution, financially or otherwise except to the extent of their shareholding in the Company, if any.

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The Board recommends the passing of the Resolution(s) as set out under Item No.3 of the Notice for approval of the Members as special resolution(s).

By Order of the Board of Directors For Fourth Dimension Solutions Limited

Sd/(Ashish Thakur) Company Secretary

Date: June 18, 2022 Place: New-Delhi

Registered Office:

Office no. 710 Naurang House, KG Road, Connaught Place, New-Delhi-110001

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