Outcome of board meeting of PS IT Infrastructure & Services

Held on 26 August 2014

PS IT Infrastructure & Services announced that the Board of Directors of the Company at its meeting held on 26 August 2014, inter alia, has approved the following:

1. Appointed Johar Pal Singh as Executive Director and Chairman as Whole time Key Managerial Personnel KMP of the Company for a term of three years pursuant to Section 203 of the Companies Act, 2013 subject to approval of shareholders in the following Annual General Meeting.

2. Re-Appointment of Sajjan Kedia as Managing Director and CEO as Whole time Key Managerial Personnel KMP of the Company for a term of three years pursuant to Section 203 of the Companies Act, 2013 subject to approval shareholders in the forthcoming Annual General Meeting.

3. Re-Appointment of Pradeep Pushkarmal Gupta, as Independent Director, for a term of five years pursuant to section 149 of the Companies Act, 2013 & its schedule IV subject to approval of shareholders in the forthcoming Annual General Meeting.

4. Re-Appointment of Kashi Prasad Bajaj, as Independent Director, for a term of five years pursuant to section 149 of the Companies Act, 2013 & its schedule IV subject to approval of shareholders in the forthcoming Annual General Meeting.

5. Appointment of Nitin Agarwal as Chief Financial Officer of the Company subject to approval of shareholders in the forthcoming Annual General Meeting.

6. Decided to increase the borrowing limits of the Company and to create charge on the assets of the Company up to Rs. 50 (Fifty) crore pursuant to provisions of Section 180 (1) (c) & section 180 (1) (a) of the Companies Act, 2013 subject to approval of shareholders in the forthcoming Annual General Meeting.

7. Appointed M/s. D. S. Momaya & Co. as the Secretarial Auditor of the Company in terms of section 204 of the Companies Act 2013 for the FY 2014-15.

8. Approved alteration of AOA by way of adoption of new set of AOA in terms of various provisions of New Companies Act 2013 subject to approval of shareholders in the forthcoming Annual General Meeting.

9. The Board also approved following policies after recommendation from the Audit Committee and Nomination and Remuneration Committee in terms of provisions of Companies Act 2013:

Code of Conduct and Ethics, Insider Trading Policy, Nomination and Remuneration Policy, Policy on Independent Directors, Risk Management Policy and Policy on Related Party Transactions.

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