InfoBeans Technologies Limited — AGM Information 2020

Jul 29, 2020

th July, 2020

To, Date: 29 National Stock Exchange of India Limited Listing Department Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051

Subject: Notice of the 10th Annual General Meeting Reference : SM - INFOBEAN

Dear Sir/Mam,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby enclose the Notice of 10th Annual General Meeting of the Company which is being sent to the members through electronic mode.

The same is also uploaded on the website of the Company athttps://www.infobeans.com/investors

We kindly request you to take the same on record.

Thanking you, Yours Faithfully, For InfoBeans Technologies Ltd

Surbhi Jain Company Secretary and Compliance Officer

Notice

Notice is hereby given that the 10th Annual General Meeting (AGM) of the Members of InfoBeans Technologies Ltd will be held on 24th August, 2020 at 4:00 p.m. through Video Conferencing /Other Audio Visual Means (VC) to transact following business:

ORDINARY BUSINESS

Item No. 01 – Adoption of Financial Statements

To consider and adopt the audited financial statements (including the consolidated financial statements) of the company for the financial year ended March 31, 2020 and the reports of the Board of Directors "the Board") and auditors thereon.

Item No. 02- Re-appointment of Mr. Avinash Sethi as a Director

To appoint a director in place of Mr. Avinash Sethi (DIN 01548292), who retires by rotation and being eligible offer himself for re- appointment, and in this regard, pass the following resolution as an Ordinary Resolution:-

"Resolved that Mr. Avinash Sethi (DIN 01548292), who retires by rotation at this meeting and being eligible, has offered himself for re-appointment as the Director of the Company, liable to retire by rotation"

Item No. 03 To consider the appointment of Statutory Auditor

– To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:- "Resolved that, in accordance with the provisions of Sections 139 and 142 of the Companies Act, 2013, M/s Basant Jain & Co Chartered Accountants (Registration No. - 005128C), be and are hereby appointed as the statutory Auditors of the Company from the conclusion of this Meeting to hold such office for a period of five years till the conclusion of the 15th Annual General Meeting to be held for the financial year 2024-25, at a remuneration as recommended by the Audit Committee and the Board of Directors be and is hereby authorized to fix in consultation with the Auditors."

Place : Indore Date : July 28th , 2020

SPECIAL BUSINESS

Item No. 04 – Re-appointment of Mrs. Shilpa Saboo as an Independent Director

To consider and if thought fit, to pass the following resolution as an special resolution:

"Resolved that Mrs. Shilpa Saboo (DIN : 06454413), who was appointed as an additional and independent director, pursuant to Sections 149, 152 and 161 and other relevant provisions of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Articles of Association of the Company, approvals and recommendations of the nomination and remuneration committee, and that of the Board, be and is hereby appointed as an independent director, not liable to retire by rotation, for a period of next five years.

"Resolved further that the Board be and is hereby authorized to delegate all or any of the powers to any committee of directors with power to further delegate to any other officer(s) / authorized representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.

By order of the Board for InfoBeans Technologies Ltd

Sd/-

Surbhi Jain Company Secretary & Compliance Officer

Explanatory Statement

(Pursuant to Section 102 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Item No. 02 - Disclosure relating to a Director retiring by rotation pursuant to the provisions of the Act and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'Listing Regulations'):

1	Name of Director	Avinash Sethi
2	DIN	01548292
3	Date of Birth	19/02/1972
4	Date of first appointment	18/03/2011
5	Qualification	Graduate in Electrical Engineering from SGSITS, Indore, Indiaand MBA from IIM, Indore
6	Expertise in specific area	- Responsible for inorganic growth- Penchant for exploring uncharted territories- Strong hold in Finance and HR
7	Directorships held in other public companies (excluding foreigncompanies and Section 8 companies)	Nil
8	Memberships/ Chairmanships of Committees of other public companies(includes only Audit Committee and Stakeholders' RelationshipCommittee)	Nil
9	Relationship between Directors, Manager and other Key ManagerialPersonnel inter-se	Nil
10	Shareholding of the Company	6000150
11	Attendance at Board meetings in FY 2019-20	Present in all the Board Meetings held in the last fiscal year2019-2020.

Item No. 03

The Board of Directors of the Company ('the Board'), on the recommendation of the Audit Committee ('the Committee'), recommended for the approval of the Members, the appointment of M/s Basant Jain & Co, Chartered Accountants, as the Auditors of the Company for a period of five years from the conclusion of this AGM till the conclusion of the 15th AGM. The Committee considered various parameters like capability to serve a diverse and complex business landscape as that of the Company, audit experience in the Company's operating segments, market standing of the firm, clientele served, technical knowledge etc., and found M/s Basant Jain & Co to be best suited to handle the scale, diversity and complexity associated with the audit of the financial statements of the Company.

M/s Basant Jain & Co, established in the year 1990, had 5 partners and employed more than 25 people. The proposed remuneration for the M/s Basant Jain & Co. will be Rs. 200,000 per annum. M/S Basant Jain & Co have given their consent to act as the Auditors of the Company and have confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.

None of the Directors and Key Managerial Personnel of the Company, or their relatives, is interested in this Resolution. The Board recommends this Resolution for your approval.

Item No. 04 – Re-appointment of Mrs. Shilpa Saboo (DIN: 06454413) as an Independent Director

Mrs. Shilpa Saboo (holding DIN: 06454413) was appointed as an Independent Director of the company in the financial year 2015- 16 for the period starting from 15th July, 2015 for the tenure of 05 years. As per the provisions of Section 149 of the Companies Act,2013 and the Rules made thereunder, an Independent Director can be reappointed for a second term of maximum 5 (five) years by obtaining approval of the shareholders by a way of special resolution and on disclosure of such reappointment in the Board's Report. Schedule IV of the Companies Act, 2013 provides for performance evaluation by the Board before extending the term of Independent Director. Mrs. Shilpa Saboo has given the declaration to the Board that she meets the criteria of Independence as provided under section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Director) Rules 2014, to the effect that she is not disqualified under Sub-section(2) of Section 164 of the Companies Act 2013. In the opinion of the Board, Ms. Shilpa Saboo fulfills the conditions provided in the Act and the Rules made thereunder for reappointment as Independent Director and is independent of the management. Brief background of Ms. Shlipa Saboo is exhibited in this document separately.

None of the Directors/Key Managerial Personnel or their relatives except Ms. Shilpa Saboo is concerned or interested financially or otherwise is in the said Resolution.

Disclosure relating to a Director seeking re-appointment as mentioned pursuant to the provisions of the Act and

1	Name of Director	Shilpa Saboo
2	DIN	06454413
3	Date of Birth	13/08/1973
4	Date of first appointment	15/07/2015
5	Qualification	Bachelor's degree Industrial and Production Engineering fromSGSITS, Indore, India and Masters of Science (Industrial andSystem Engineering) from University of South California, LosAngeles, Southern California
6	Expertise in specific area	IT Consultant
7	Directorships held in other public companies (excluding foreigncompanies and Section 8 companies)	-
8	Memberships/ Chairmanships of Committees of other public companies(includes only Audit Committee and Stakeholders' RelationshipCommittee)	-
9	Relationship between Directors, Manager and other Key ManagerialPersonnel inter-se	-
10	Shareholding of the Company	-
11	Attendance at Board meetings in FY 2019-20	She was present in the Board Meeting dated 18th July, 2019and 24th September, 2019 and 21st October, 2019 and 24thJanuary, 2020 and 12th February, 2020.

Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'Listing Regulations') and applicable Secretarial Standards:

NOTES:

• 1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its circular dated May 5, 2020 read with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as "MCA Circulars") permitted the holding of the Annual General Meeting ("AGM") through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and MCA Circulars, the AGM of the Company is being held through VC / OAVM.
• 1. The relevant details, pursuant to Regulations 26(4) and 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Directors seeking reappointment and appointment of the Statutory Auditor at this AGM is annexed.
• 1. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
• 1. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization

shall be sent to the Scrutinizer by email through its registered email address to mmaheshwarics@gmail.com

• 1. The Ministry of Corporate Affairs ("MCA") has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by Companies and has issued a circular on April 21,2011 stating that the service of document by a Company can be made through electronic mode.
• 1. In case of joint holders attending the Meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.
• 1. Members seeking any information with regard to the Accounts or any other matter to be placed at the AGM, are requested to write to the company on or before 18th August, 2020 through email on investor.relations@infobeans.com. The same will be replied by the company suitably.
• 1. Members are requested to notify immediately changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs and to the Company's Registrar and Share Transfer Agents Link Intime India Pvt. Ltd, C - 101, 247 Park, L.B.S.Marg, Vikhroli (West), Mumbai - 400083.
• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in Securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participant with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company.
• 1. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Members are requested

to submit the said details to their DP in case the shares are held by them in electronic form.

• 1. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020, Notice of the AGM along with the Annual Report 2019-20 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2019-20 will also be available on the Company's website www.infobeans.com, websites of the National Stock Exchange of India Limited i.e. www.nseindia.com and on the website of CDSL www.evotingindia.com.
• 1. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
• 1. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.
• 1. Instructions for e-voting and joining the AGM are as follows:

INSTRUCTIONS FOR E-VOTING

In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the SEBI Listing Regulations, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by CDSL, on all the resolutions set forth in this Notice. The instructions for e-voting are given herein below

• 1. The Board has appointed Mr. Manish Maheshwari, M.Maheshwari & Associates, Practicing Company Secretaries, as the Scrutinizer to scrutinize the voting during the agm and remote e-voting process in a fair and transparent manner..
• 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM/EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM/AGM will be provided by CDSL.
• 1. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.

1. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM/EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM/EGM through VC/OAVM and cast their votes through e-voting.

THE INTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

• i. The voting period begins on Friday, 21st August, 2020 (9:00 a.m. IST) and ends on Sunday, 23rd August, 2020 (5:00 p.m. IST) and . During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Monday August 17th, 2020 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote during the meeting.
• iii. The shareholders should log on to the e-voting website www.evotingindia.com.
• iv. Click on "Shareholders" module.
• v. Now enter your User ID
  • a. For CDSL: 16 digits beneficiary ID,
  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
  • d. Alternatively, if you are registered for CDSL's EASI/EASIEST e-services, you can log-in at https://www.cdslindia.com from Login - Myeasi using your login credentials. Once you successfully log-in to CDSL's EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.
• vi. Next enter the Image Verification as displayed and Click on Login.
• vii. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
• viii. If you are a first time user follow the steps given below:

	For Shareholders holding shares in Demat Formand Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued byIncome Tax Department (Applicable for both dematshareholders as well as physical shareholders)
	•Shareholders who have not updated their PANwith the Company/Depository Participant arerequested to use the sequence number whichis printed on Postal Ballot / Attendance Slipindicated in the PAN field.
Dividend BankDetails ORDate of Birth	Enter the Dividend Bank Details or Date of Birth(in dd/mm/yyyy format) as recorded in your demataccount or in the company records in order to login.
(DOB)	•If both the details are not recorded with thedepository or company please enter the memberid / folio number in the Dividend Bank details fieldas mentioned in instruction (v).

• viii. After entering these details appropriately, click on "SUBMIT" tab.
• viii. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• ix. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• x. Click on the EVSN for the relevant on which you choose to vote.
• xi. On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/ NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• xii. Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• xiii. After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• xiv. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• xv. You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• xvi. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
• xvii. Shareholders can also cast their vote using CDSL's mobile app "m-Voting". The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

• 1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.
• 1. For Demat shareholders -, please provide Demat account detials (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID +

CLID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to Company/RTA email id.

1. The company/RTA shall co-ordinate with CDSL and provide the login credentials to the above mentioned shareholders.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:

• 1. Shareholder will be provided with a facility to attend the EGM/AGM through VC/OAVM through the CDSL e-Voting system. Shareholders may access the same at https://www. evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.
• 1. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
• 1. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• 1. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at investor.relations@infobeans. com from August 5, 2020 (9:00 a.m. IST) to August 7, 2020 (5:00 p.m. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM/EGM ARE AS UNDER:-

• 1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for Remote e-voting.
• 1. Only those shareholders, who are present in the EGM/AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM/AGM.
• 1. If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility , then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
• 1. Shareholders who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.

Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www. evotingindia.com and register themselves in the "Corporates" module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk. evoting@cdslindia.com.
• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the

Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; investor.relations@infobeans.com (designated email address by company) , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
• In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com or call 1800225533.