Reliable Data Services Limited — Proxy Solicitation & Information Statement 2020

Feb 27, 2020

Date: February 27, 2020

To.

Compliance Department National Stock Exchange of India Ltd. Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (E) Mumbai - 400 051.

(Ref - Reliable Data Services Limited; Symbol - RELIABLE) Sub.: Submission of Notice of Postal Ballot dated February 21, 2020

Dear Sir/Madam,

With reference to the above, please find herewith enclosed the Notice of Postal Ballot along with Postal Ballot Form as circulate to the shareholders whose name appear in the Register of Members/ List of Beneficial owners as on Friday, February 21, 2020 i.e. cut-off date.

You are requested to kindly take the same on record and acknowledge the receipt.

Thanking you,

Yours faithfully,

FOR RELAIBLE DATA SERVICES LIMITED

NIHARIKA GUPTA COMPANY SECRETARY A50409

Place - Noida

Encl: As above

Corporate Office: C-69 & 70, Sector - 2, Near Metro Station Sector - 15, Gautam Budh Nagar, Noida, U.P. - 201301 Ph.: 0120-4089177, 4089100

CIN No. L72900DL2001PLC110145 E-mail : reliable.ho@reliablegroupindia.com Website: www.rdspl.com

Regd. Office: GF - 22, Hans Bhawan, 1, Bahadur Shah Zafar Marg, New Delhi-110002 Ph.: 011-23378813 Fax: 011-23378812

RELIABLE DATA SERVICES LIMPER SERVICES Ltd. (CIN: L72900DL2001PLC110145) Regd. Office: GF-22, Hans Bhawan, 1, Bahadur Shah Zafar Marg, ITO New Delhi - 110002,

India

E-mail: cs@rdspl.com, Website: www.rdspl.com

Tel No. 0120-4089166

NOTICE OF POSTAL BALLOT

(Pursuant to Section 110 of the Companies Act, 2013)

To.

The Members of "RELIABLE DATA SERVICES LIMITED",

Notice is hereby given pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as "the Act"), read with the Companies (Management and Administration) Rules, 2014 (hereinafter referred to as "Rules") (including any statutory modification, amendment or re-enactment thereof for the time being in force) and pursuant to other applicable laws and regulations, that the resolution appended below be passed by the Members through postal ballot or electronic voting (e-voting). The explanatory statement pertaining to the appended resolution setting out the material facts and the reasons thereof is annexed hereto along with a postal ballot form for your consideration.

The Board of Directors of the Company at their meeting held on February 21, 2020, appointed Neha Mehra & Associates, Neha Mehra, Practicing Company Secretary as the Scrutinizer for conducting the postal ballot and e-voting process in a fair and transparent manner.

Members desiring to exercise their vote by postal ballot are requested to carefully read the instructions printed in the postal ballot form and return the same duly completed in the enclosed self-addressed postage prepaid envelope. Postal Ballot Form(s), if sent by courier or by registered post / speed post at the expense of the Member(s) will also be accepted. The Postal Ballot Form(s) may also be deposited personally at the address given on the self-addressed postage prepaid envelope. The duly completed postal ballot form(s) should reach the Scrutinizer not later than 5.00 p.m. on March 27, 2020, to be eligible for being considered, failing which, it will be strictly considered that no reply has been received from the Member.

Members desiring to opt for e-voting as per the facilities arranged by the Company are requested to read carefully the instructions in the Notes under the section 'Voting through Electronic Means'. References to Postal Ballot(s) in this Postal Ballot Notice include votes received electronically.

The Scrutinizer will submit his report to the Chairman of the Company, on or before March 29, 2020. The result of postal ballot and e-voting shall be announced on or before March 29, 2020 and communicated to the stock exchanges, Depository, Registrar and Share Transfer Agent and shall also be displayed on the Company's website at www.rdspl.com.

RESOLUTIONS:

Item No. 1 - Migration from SME Platform of NSE (NSE EMERGE) to Main Board of NSE.

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

Note: In accordance with Regulation 277 of SEBI (ICDR) Regulations, 2018 the below mentioned Special Resolution shall be acted upon if and only if the votes cast by shareholders other than promoters in favour of the

Corporate Office : C-69 & 70, Sector - 2, Near Metro Station Sector - 15. Gautam Budh Nagar, Noida, U.P. - 201301 Ph.: 0120-4089177, 4089100

CIN No. L72900DL2001PLC110145 E-mail: reliable.ho@reliablegroupindia.com Website: www.rdspl.com

Regd. Office: GF - 22, Hans Bhawan. 1, Bahadur Shah Zafar Marg, New Delhi-110002 Ph.: 011-23378813 Fax: 011-23378812

$Page1|9$

proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal.

"RESOLVED THAT pursuant to provisions ofChapter IX ofSecurities and Exchange Board of India (lssue of Capilal and Disclosure Requirements) Regulations, 2018 C'SEBI ICDR Regulations") and other applicable provisions of the Companies Act 2011, SESI (LoDR) Regulations, 2015 and the rules frarned there under, including any amendment, modification, variation or re-enaclment thereof, and other applicable laws, the consent of the members ofthe Company be and is hereby accorded to migrate the Company, currently listed on SME Platform ofNational Stock Exchange oflndia Limited (NSE EMERGE) to Main Board ofNational Stock Exchange Board oflndia (NSE) and to follow such procedures as specified by SEBI (ICDR) Regulations and other applicable regulations notified by SEBI, as amended from time to time, to give effect to the above said resolutions.

RESOLVED FURTHER THAT the Board bfDirectors and/or Company Secrerary ofthe Company be and are hereby authorized jointly and sevemlly to deal with any Governmenr or semi-government authorides or any other concemed intermediaries including but not limited to NSE, Securities and Exchange Board of India, Registrar of Companies, to apply, modiry, rediry and subrnit any application an(yo. related documents on behalfolthe Company for the purpose ofmigration ofthe Company's present listing from NSE EMERGE to the Main Board ofNSE.

RESOLVED FURTHER THAT Directors ofthe Company be and are hereby aurhorized jointly and severatly to do all such acts, things and deeds as may be necessary and expedient to give effecl lo the above resolution, on behalf of the Company."

By the Order ofBoard ofDirecfors For Reliable Data Services Limited

. \^ P\'--r l,' Sanjay {umerlPath.k Mansgirlg Dir€ctor DIN:00912040

Place-Noida Date - February 21,2020

Registered Officel GF-22, Hans Bhawan, 1, Bahadur Shah Zafar Marg, ITO, New Delhi I10002, India CIN: L72900DL2001 PLC l 10145 E-mail: cs@rdspl.com, Website; wwrv.rdspl.com Tel. No.:0120-4089166

Corpomte Office: C-69, Sector-2, Near Metro Station Sectorl5, Gautam Budh Nagar, Noida. U.P. - 20li0l. India

NOTES: -

• t. The explanatory statement pursuant to Section 102 & Section I l0 ofthe Companies Act, 2013 material facts a.r)d the reasons for the prcDosed resolution is annexed herewith. stating all
• 1. ln terms of Chapter IX of SEBI (lssue of Capital and Disclosure Requirements) Regulations, amended from time 1o time) the item of bus;ness as set out in the notice is sought to be passed ballol. 2018 (as by Postal
• 1. Neha Mehr4 sole proprietor of lws Neha Mehra & Associates, Practicing Company Secretary has been appoinled as Scrutinizer for Conducting fie Postal Ballot in accordance with the law in a fair and uansparenl manner.
• 1. The Postal Ballot Notic€ is being sent to the Members whdse names appear on the Register of Members /List of Beneficial OwneN as received from the National Securities Depository Limited (NSDL) and Central Depository Services (lndia) Limitcd (CDSL) as 0n Fobruary 21, 2020. The postal Ballot Notice is being sent to Members in Physical form mode along with postage prepaid self-addressed envelope to the address registered with depositories and by electronic mode to the email addresses registered with their Depository Participants.
• 1. Members whose names appear on the Regist€r of Members/List of Beneficial Owners as on February 2l,
• ²⁰²⁰will be consider€d for the purpose ofvoring. 6. Resolutions passed by the Members through postal ballot arc deemed to have been passed as ifthey have been passed at a General Meeaing ofthe Members
• 1. In case shares held by Companies, truits, societies etc. the duly completed postal ballot should be accompanied by a certified copy of the board resolution authority and preferably attested specimen signarure(s) of the duly authorized signatory (ies) giving rgquisite authority to the person voring on the postal ballot form.
• 1. The Members can opt for only one mode ol voting, i.e., either by physical ballot or e-voting. In case Members cast their votes through both the modes, voting done by e-voting shall prevail and votes cast
• through physical Postal Ballot Forms will be treared as invalid. 9. Voting rights shall be reckoned on the paid-up value ofshares registered in the names ofthe Member as on February 21, 2020 "Cut-offdate".
• 1. Members are requested not to send any paper other than the resolution/authoriq/ as mentioned (under note number 7 above) along with postal ballot form in the enclosed self addressed postage prepaid envelope. As all such envelopes, will be sent to the scrutinizer and ifany extmneous is found in such envetope me same would not be considered a.nd would be destroyed by the scrutinizer.
• ^IL Members who have received Postal Ballot notice by email only and who wish to vote through physical Postal Ballot Form or ;n case a member is desirous ofobtajning a duplicate postat Ballot Form, he or she may send an e-mail to cs@rdspl.com. The Company shall forward the same along with postage prepaid self-addressed Business Reply Envelope to the Memler.
• 1. In compliance with Sections 108 and I lo-ofthe Cornpanies Act, 20i 3 and the Rules made thereunder, the Company has provided the facility to the Members to exercise their votes electron;cally and vote on all resolutions through th€ e-voting service facility ananged by NSDL. The instructions for electronic voting are given in this Notice.
• ^I3. A Member cannot exercise his vote by proxy on postal ballot.
• 1. Memb€rs desiring to exercise their vote by physical postal ballot are requested to carelully read the instructions printed in the Postal Ballot Form and return the Form duly completed and signed wirh the Assent (for) or Dissent (against), in the enclosed self-addressed postage prepaid envelope to the Scrutinizer, so that it reaches the Scrutinizer not latet than close of working hours (i.e. 5:00 p.m.) on March 27, 2020. However, envelopes containing postal ballots, if sent by courjer or registered / speed post at the expense of the Members will also be accepted. Ifany postal ballot is.received after 5:00 p.m. on March 2?,2020, it wilt be considered that no reply lrom the Member has been received.
• 1. The Scrutinizer will submit his report to the Chairman after the completion ofscrutiny, and the result ofthe voting by postal ballot will be announced by the Chairman or Managing Director or any Director of the Company duly authorized, on or before March 29, 2020 at the Corporate Office at C-69, Sector-2, Near Metro Station Sector- I 5, Gautam Budh Nagar, Noida, U.P. - 20I 3 ⁰I India and will also be displayed on th ^e Company website (www.rdspl.com), besides being communicated to the Stock Exchange, Depository, Registrar and Share Transfer Ag€nt on th€ said date.
• 1. The result of the voting on the resolutions will be declared at the corpomte office of the company on or before March 29,2020.
• 1?. The resolutions, ifpassed by the requisite majority, shall be deemed to have been passed on March 27, 2020 i.e. the last date specified for receipt of duly completed Postal Ballot Forms or e-voting.

P0stal Ballot N otice

1. All the material documents referred to in the explanatory statement will be available for inspection at the registered oflice of the Company during oflice hours on all working days irom the date of dispatch ofthe Nolice.

VOTING TIIROUGH ELECTRONIC MEANS

In compliance with the SEBI (LODR), 2015 and Sections 108, 110 and other applicable provisions of the Companies Act, 2013, read with the related Rules, the Company is pleased lo provide e_voting facilily to all its Members, to enable them to cast their votes electronically instead of dispatching the physical Poslal Balloi Form by post, The Company has engaged the services ofNSDL for the purpose ofproviding e-voting facility lo all its Members.

The way to vote electronically on NSDL e-voting system consists of"Two Steps" which are mentioned below:

Step l: Log-in to NSDL e-Voting system at httpsi,r,v\ww-clolinq.nsdl.e!Il

Step 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step I are mentioned belowi

How to Log-in to NSDL e-Voting website? .

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: httpsi//www.evoting.nsdl.con/ eitheron a Personal Computer or on a mobile.
• 1. Once the home page ofe-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
• 1. A new screen will open. You will hive to enter your User ID, your Password and a Verification Code as shown on lhe screen.

Altematively, if you are registered for NSDL eservices i.e. IDEAS, you can log_in ai https://eservices.nsdl.conV with your existing IDEAS login. Once you log-in 1o NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User lD details are gi!en belo\$ :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account w;th NSDL.	8 Character DP ID followed by 8 Digit Client lD For example if your DP ID is IN300 and Client ID is l2 then your user ID Is IN300 l2*+.
b) For Membe\$ who hold shar'es in demat account wilh CDSL	l6 Digit Beneficiary lD For example if your Beneficiary ID rs i * * * * + i + - i { r lhen )our u <er is 2 l2*+**

Postal Ballot Notice

c) For Members holding shares in Physical Form. I EVEN Number followed b) Folio Number
		registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is I01456001

• 1. Your passqord delails are giren below:
• a) Ifyou are already registered for e-Voring, then you can user your existing password to log;n and ci6t your vote.
• b) lf you are using NSDL e-Voting system for th€ first iime, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your'initial password', you need to enter the 'initial password' and the system will force you to change your password.
• c) Howto retrieve your'initial password'?
  • (i) If your ema;l ID is registered in your demat account or with ihe company, your'initial password' is commun;cated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a pdf file Open the pdffile. The password to bpen the pdf file is your 8 digit client ID for NSDL account, last ⁸ digits ofclient ID for CDSL account or folio number for shares held in physical form. The pdfflle contains your'User ID' and yourrinitial password'.
  • (ii) lf your email ID is not registered, your 'initial password' is communicated Io you on your postal address
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotien your
• a) Click on "Iglgqlu\$]_Dq4!!lg\$]Il4!1"(lf you are holding shares;n your demat account with NSDLoTCDSL) option available-on wBw.evotlns.nsdl.corn.
• b) Phvsicrl User Rcsct Plssword?" (lfyou are holding shares ;n physical mode) option available on \ !\ s.e\ o_iIe.n.Lll.rorn.
• c) If you are still unable to get the password by aforesa;d two opdons, you can send a request at evotnre@lldbejlt mentioning your demal account number/folio number, your PAN,your name and your registered address.
• d) Members can also use the oTP (one Time Password) based login for casting the voles on the e-Voting system ofNSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. No, you will have to click on "Login" button.
• 9, After you click on the "Login" button, Home page ofe-Voting will open.

Details on Step 2 are given below:

How to cast your vote electronically on NSDL e-Voting system?

• l. After successful login at Step l, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
• 1. After click on Active voting Cycles, you w;ll be able 1o see all the companies "EVEN" in which you are holding shares and whose voting cycle is in aclive stalus.
• 1. Select "EVEN" of company for which you wish to cast your vote.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to nehamehraassociates@gmail.com with a copy marked to evoting@nsdl.co.in.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and evoting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in

IN CASE OF MEMBERS RECEIVING THE PHYSICAL COPY:

• A. User ID and initial password is provided in the Postal Ballot Form.
• B. Please follow all above steps.

Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently or cast vote again.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No 1:

As per SEBI circular dated 18th May 2010, Company with post issue face value capital of Rs. 10 crores or more and upto Rs. 25 crores and listed SME Platform of Stock Exchange can migrate to Main Board, provided shareholder's approval is obtained in accordance with Securities and Exchange Board of India (ICDR) Regulations and the Company meets listing requirements of Stock Exchange on which the Company is proposed to list. Further, in compliance of NSE guidelines, Directors of your Company are of the view that migration to main board of NSE will accelerate in growth and expansion of the Company and will also help the shareholders to benefit better return from their investments.

The paid up Capital of the Company will be Rs. 10, 32, 00,000/- after Issue of Bonus shares and the Conditions for listing of Shares of the Company on SME platform of NSE (NSE EMERGE) for more than 2 years is

Page6 | $9$

complied thereby complying with the above stated requirements and it becomes eligible for migration from SME Platform of NSE (NSE EMERGE) to Main Board of NSE.

The Board of Directors of the Company are of the view that the migration of the Company to Main Board of NSE will act as a catalyst in the growth and expansion of the company, enhance the recognition of the Company, increase the participation from the retail investors and the members will enjoy the increased return on their investment, hence your directors have thought it advisable to migrate from SME to Main Board.

The Directors of the Company propose the resolution for your approval. None of the Directors and Key Managerial Persons or their relatives has any interest in the passing of the said resolution except to the extent of equity shares held by them in the Company.

For Reliable Data Services Limited

Sanjay Kumar Patha Managing Director DIN: 00912040

Place - Noida Date - February 21, 2020

Registered Office: GF-22, Hans Bhawan, 1, Bahadur Shah Zafar Marg, ITO, New Delhi 110002, India CIN: L72900DL2001PLC110145 E-mail: $cs@rdspl.com$ , Website: www.rdspl.com Tel. No.: 0120-4089166

.
Se

Corporate Office: C-69, Sector-2, Near Metro Station Sector-15, Gautam Budh Nagar, Noida, U.P. - 201301, India

Page7|9

RELIABLI DATA SIRVICES TIMITID

(CIN: L?2900DL200lPLCl 10145)

Regd. Omc€: cF-22, Hrns Bhordan, I, BihadurShrh Zafar Marg,ITO New Delhi- 110002,Indis

E-msili gg@d!pl@!0, Website: !y!,rbp!.99![

Tel No.0l20-4089166

POSTAL BALLOT FORM

Resistered Folio/ DP ID & Client ID
Name and ad&ess of th€ Shareholde(s) with Joint holders. ifanv
Registered Address of the S6le/ Fi\$t named shareholdeG:
No. of Shares held

I / We hereby exercise my / our vote in respect of the Sp€cial Resolution to b€ passed through Postal Ballot for the business stated in the Postal Ballot Notice ofthe Company by sending my / our assent / disseni to the said R€solution by placing the tick mark (',/) at the appropriate boxes below:

S.No.	Brief Particulars of the Resolution	No. of Shares held	FOR the Resolution the Resolution	AGAINST I / we assent to $\vert$ I / we dissent to
	Special Resolution for Migration of listing of shares from SME Platform of NSE (NSE) EMERGE) to the Main Board of NSE.

Signature of the Shrreholder/ Aothorised representative

Pla&: Date:

Notesi

• l. Please retum duly filled and signed postal ballot form in the envelope enclosed.
• 1. Last date for receipt ofPostal Ballot Form is March 27, 2020, till close ofbusiness hours i.e. 05:00 p.M to the Soutinizer.

Electronic Voting Particulars

The e-voting facility is available at the link https:// www.;vorine.nsdl.com. The eleclronic voting particulars are set out as follows:

EVEN (E-Voting Sequence Nunber)	USER ID	PASSWORD / PIN
tt2836

Note: Please read the complete inshuctions given under the E-voting form attached to the Notice. (lnstructions for shareholders voting electronicalty). The voting tine starts lrom February 27, 2020 at 09:OO a.m. and ends on March 27, 2020 at 05:00 p.m. The Voting Module shall be disabled by NSDL for voting thereafter.

PageS l9

GENERAL INSTRUCTIONS

• I' ^Ashareholder desiring to exercise vote by postal ballot may complete this postal Ballot Form and send it to the Scrutinizer in the attached self-addressed business reply envelope. However, envelopes containing Postal Ballot Fom, if sent by courier or by registered post at the expense of the shareholder will also bi accgpted,
• 1. The self_address€d envelope bears the address of the corporate offrce from where the scrutinizer. would collect the same, appointed by the board of directors olthe Company. 3, This Postal Ballot Form should be complered and signed by the shareholder as per the specimen signaiure
• registered with the Company or the Depository Participant. In case ofjoinl holding, this postal Balloi Form should be compleled and signed by the first named shardholder and in h;s absence, by the next namedjoint shareholder.
• 4, There will be only one Postal Ballot Form for every Folio/ Client ID inespective ofnumber ofjoint holders. 5. The votes should be casted €ither in favour or against by putt;ng the tick (i) mark in the column provided
• for assent or dissent. Postal Ballot Form bearing tick marks in both the columns for the same shares will render the Postal Ballot Form invalid.
• 1. Unsigned, incorrectly signed or incomplete Postal Ballot Forms will be rejected. 7. Postal Ballot Forms signed in the representative capacity must be accompanied by the .equisite certified true copy of power of attomey/resolution of board of directors of the corporate sha;eholder being represented. If the same is/ are already registered with the Company, please quote the registration no. beneath the signature.
• 1. ShareholdeN are requested not to send any other paper along with the postat Ballot Form. They are also requested not to wdte anlhing on the Postal Ballot Form except giving their assent or dissent and putting their signature.
• 1. The Scrutinizer's decision on the validity ofa postal ballot will be final.
• 1. Al]y query / grievances relating to the.postal ballot process may be addressed to Ms. Niharika Cupta (Company Secretary and Compliance Officer). Her contactdetails are: E-mail: cs@rdspl.com, Ph. No 0120-4089 t38.

INSTANCES UNDER WHICH THE POSTAL BALLOT FORM SHALL BE TREATED AS INVALID OR REJECTED:

• (a) ^Afolm other than one issued by the company has been used; (b) It has not been signed by or on behalfofthe Member; (c) Signature on the Poslal Ballot Form doesn,t match the specimen sisnatures with the Company / Deposirory:
• (d) It is not possible to determine wi[hout any doubt the assent or dissent ofthe Member;
• Neither assent nor dissent is mentioned;
• (0 Any competent authorify has given directions in writing to the company to freeze the Voting Rights ofthe
• Member; (g) The envelope containingthe Postal Ballot Form is received after the last date prescribed; (h) The postal ballot form, signed in a representative capacity, is not accompanied by a certified copy ofthe
• relevant specifi c authority; (i) lt is defaced or mutilated in such a way that its identity as a genuine folm cannot be establishedi Member has made any amendment to the Resolution or imposed any condition while exercising his vote.