DUCON INFRATECHNOLOGIES LIMITED

(Formerly known as “Dynacons Technologies Limited")

Regd. Office : Ducon House, A/4, MIDC Wagle Industrial Estate, Road No.1,
Thane (W) – 400 604. India Tel. : 022 41122114 (30 lines) Fax 022 41122115
URL : www.dtlindia.com CIN : L72900MH2009PLC191412

12.06.2017

To, To,
General Manager General Manager
Department of Corporate Services, BSE Limited
National Stock Exchange of India Limited PhirozeJeejeebhoy Tower,
Exchange Plaza, C-1, Block G, Dalal Street,
BandraKurla Complex, Fort, Mumbai-400001,
Bandra (E), Mumbai, Maharashtra.
Maharashtra 400051. Security code: 534674
Symbol: Ducon

Sub: Notice of Postal Ballot and E-Voting

Dear Sir/Madam,

Please find enclosed herewith Notice of Postal Ballot and E-Voting dated June 7, 2017.

The title of resolutions that are proposed to be passed by the members through Postal
Ballot/Electronic Voting (E-Voting) are as follows:

1. Approval of Employee Stock Option Plan 2017 (ESOP 2017)

2. Approval of grant of options to the Employees under ESOP 2017
3. Appointment of Statutory Auditors to fill casual vacancy
4. Amendment of Articles of Association of the Company

Request you to take the same on record.

Thanking You,

For Ducon Infratechnologies Limited

Darshit Parikh
Company Secretary
 DUCON INFRATECHNOLOGIES LIMITED
(Formerly known as Dynacons Technologies Limited)
Registered Office: Ducon House, Plot No. A/4, Road No. 1, MIDC, Wagle Industrial Estate, Thane - 400 604.
Tel : +91 22 41122114 Fax Number: +91 22 41122115
Email: investor@dtlindia.com Website: www.dtlindia.com
CIN: L72900MH2009PLC191412

NOTICE OF POSTAL BALLOT AND E-VOTING

NOTICE PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013 (“THE ACT”) READ WITH THE COMPANIES (MANAGEMENT
AND ADMINISTRATION) RULES, 2014 (“THE RULES”), OTHER APPLICABLE PROVISIONS, IF ANY, OFTHE ACT (INCLUDING ANY
STATUTORY MODIFICATION OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE) AND REGULATION 44 OF THE
SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2015.

Dear Member(s),
NOTICE is hereby given pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013, (the “Act”) read with Rule
22 of the Companies (Management and Administration) Rules, 2014, (“the Rules”), including any statutory modification or re-enactment thereof
for the time being in force, to consider and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulation, 2015 and pursuant to other Applicable Law and Regulations that the resolutions appended herewith are proposed to
be passed by the members through Postal Ballot/Electronic Voting (E-Voting).
The Details of Postal Ballot are as follows:
1. Approval of Employee Stock Option Plan 2017 (ESOP 2017)
2. Approval of grant of options to the Employees under ESOP 2017
3. Appointment of Statutory Auditors to fill casual vacancy
4. Amendment of Articles of Association of the Company
The proposed resolutions along with Explanatory Statement setting out the material facts and the reasons thereof are appended along with the
Postal Ballot Form for your Consideration.
The Board of Directors of the Company (“the Board”) has appointed Ms.Shruti Shah, (having FCS No.8852 and CP No. 8197) Practising
Company Secretary Mumbai, as Scrutinizer for conducting the Postal Ballot (including remote e-voting) in a fair and transparent manner.
You are requested to peruse the proposed Resolutions along with the Explanatory Statement and read carefully the instructions forming part of
this Notice and return the Form duly filled and signed (at the marked places in the Form) along with Assent (FOR) or Dissent (AGAINST) for the
said Resolutions, in the attached self-addressed, business reply envelope, so as to reach the Scrutinizer before the closing of working hours
(5.00 p.m IST) on Sunday, July 9, 2017. Please note that any Form(s) received after the said date and time will be strictly treated as if no reply
has been received.
Members having shares in Demat form and in physical form may vote either by way of Postal Ballot or by way of remote e-voting. For this
purpose, the Company has engaged the services of National Securities Depository Limited (NSDL). In case a Member has voted through
remote e-voting facility, he/she is not required to send the physical Postal Ballot Form. In case a Member votes through remote e-voting facility
as well as sends his/her vote through physical Postal Ballot Form, the vote cast through remote e-Voting shall only be considered and the voting
through physical postal ballot shall not be considered by the Scrutinizer.
Further the Company, in accordance with the provision of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies
(Management and Administration) Rules, 2014 is pleased to provide the member with the facility to exercise Vote through e-voting as an
alternate, i.e. through e-voting facilities provided by National Securities Depository Limited (NSDL). Members desiring to opt for e-voting as per
the facilities arranged by the Company are requested to read the instructions in Postal Ballot Notice under the section 'Voting through Electronic
means'. The voting through Postal Balllot/E- voting period shall commence at 9.00 a.m. on Saturday, June 10, 2017 and ends at 5.00 p.m.
Sunday, July 9, 2017 The remote e-voting facility is available at the link evoting@nsdl.co.in.
The Scrutinizer will submit her report to the Chairman or any other Director of the Company after completion of the scrutiny of the postal ballots
(including remote e-voting). The results of the Postal Ballot (including remote e-voting) would be announced by the Chairman or any other
Director of the Company on Tuesday, July 11th, 2017 at 5.00 p.m at the Registered Office of the Company. The said results would be displayed
at the Registered Office of the Company, intimated to NSDL and the Stock Exchanges where the Company's shares are listed and displayed
alongwith the Scrutinizer's Report on the Company's website www.dtlindia.com.
SPECIAL BUSINESS:
Resolution No. 1
Approval of Employee Stock Option Plan 2017 (ESOP 2017)

To consider and, if thought fit, to give assent or dissent, to the following resolution to be passed as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 and the
Rules made thereunder and in accordance with the Memorandum and Articles of Association of the Company, Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 6 of the Securities and Exchange Board of India
(Share Based Employee Benefits) Regulations, 2014 (“SEBI SBEB Regulations”), and subject to such other approvals, permissions and
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sanctions as may be necessary and such conditions and modifications as may be prescribed or imposed while granting such approvals,
permissions and sanctions, the approval of the Company be and is hereby accorded to the introduction and implementation of ‘Ducon
Infratechnologies Ltd.- Employee Stock Option Plan 2017' (hereinafter referred to as “ESOP 2017” or the “Scheme”) authorising the Board of
Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any Committee, including the
Nomination & Remuneration Committee which the Board has constituted to exercise its powers, including the powers, conferred by this
resolution) to create, grant, offer, issue and allot from time to time, in one or more tranches, not exceeding 15,68,462(Fifteen Lakhs Sixty Eight
Thousand Four Hundred Sixty Two only) Employee Stock Options to or for the benefit of such person(s) who are in permanent employment of
the Company, in India or out of India including any Director thereof, whether whole time or otherwise (other than Promoters of the Company,
Independent Directors and Directors holding directly or indirectly more than 10% of the outstanding Equity Shares of the Company), as may be
decided by the Board under ESOP 2017, exercisable into not more than 15,68,462 (Fifteen Lakhs Sixty Eight Thousand Four Hundred Sixty
Two only) equity shares of face value of Re. 1/- (Rupee one) each fully paid-up, on such terms and in such manner as the Board may decide in
accordance with the provisions of the applicable laws and the provisions of ESOP 2017.”
“RESOLVED FURTHER THAT the equity shares so issued and allotted as mentioned herein before shall rank paripassu with the then existing
equity shares of the Company.”
“RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, merger and sale of division and others, if
any additional equity shares are issued by the Company to the option grantees for the purpose of making a fair and reasonable adjustment to
the options granted earlier, the ceiling on the number of options mentioned in the resolution above, shall be deemed to be increased to the
extent of such additional equity shares issued.”
“RESOLVED FURTHER THAT in case the equity shares of the Company are split or consolidated, then the number of shares to be allotted and
the exercise price payable by the option grantees under the Scheme shall automatically stand augmented or reduced in the same proportion as
the present face value of Re.1 per equity share bears to the revised face value of the equity shares of the Company after such split or
consolidation, without affecting any other rights or obligations of the said grantees.”
“RESOLVED FURTHER THAT the Board be and is hereby authorised to take requisite steps for listing of the Equity Shares allotted under
ESOP 2017 on the Stock Exchanges where the Equity Shares of the Company are listed.”
“RESOLVED FURTHER THAT the Company shall confirm to the accounting policies prescribed from time to time under the SEBI SBEB
Regulations and any other applicable laws and regulations to the extent relevant and applicable to ESOP 2017.”
“RESOLVED FURTHER THAT the Board be and is hereby authorized at any time to modify, change, vary, alter, amend, suspend or terminate
ESOP 2017 subject to compliance with the applicable laws and regulations and to do all such acts,, matters and things as it may in its absolute
discretion deems fit, for such purpose and also to settle any issues, questions, difficulties or doubts that may arise in this regard without being
required to seek any further consent or approval of the members and further to execute all such documents, writings and to give such directions
and/or instructions as may be necessary or expedient to give effect to such modification, change, variation, alteration, amendment, suspension
or termination of ESOP 2017 and do all other things incidental to and ancillary thereof.”
“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 including authorizing the Board to appoint Advisors, Consultants or Representatives, being incidental to the effective
implementation and administration of ESOP 2017 as also to make applications to the appropriate Authorities, for their requisite approvals as
also to initiate all necessary actions for and to settle all such questions, difficulties or doubts whatsoever that may arise and take all such steps
and decisions in this regard to give full effect to the aforesaid resolution.”
Resolution No. 2
Approval of grant of options to the Employees under ESOP 2017
To consider and, if thought fit, to give assent or dissent, to the following resolution to be passed as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 and the
Rules made there under and in accordance with the Memorandum and Articles of Association of the Company, Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations , 2015, Regulation 6 of the Securities and Exchange Board of India
(Share Based Employee Benefits) Regulations, 2014 (“SEBI SBEB Regulations”), and subject further to such other approvals, permissions
and sanctions as may be necessary and such conditions and modifications as may be prescribed or imposed while granting such approvals,
permissions and sanctions, the approval of the Company be and is hereby accorded to the introduction and implementation of 'Ducon
Infratechnologies Ltd. - Employee Stock Option Plan 2017' (hereinafter referred to as “ESOP 2017” or the “Scheme”) authorising the Board of
Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any Committee, including the
Nomination & Remuneration Committee which the Board has constituted to exercise its powers, including the powers, conferred by this
resolution) to create, grant, offer, issue and allot from time to time, in one or more tranches, Employee Stock Options to or for the benefit of such
person(s) who are in permanent employment of the any of existing and future Subsidiary Company(ies) of the Company whether in or outside
India (hereinafter referred to as “Eligible Employees”) including any Director thereof, whether whole time or otherwise (other than Promoters of
the Company, Independent Directors and Directors holding directly or indirectly more than 10% of the outstanding Equity Shares of the
Company), as may be decided by the Board under ESOP 2017 in one or more tranches not exceeding 15,68,462 (Fifteen Lakhs Sixty Eight
Thousand Four Hundred Sixty Two only) Employee Stock option exercisable into equity shares of face value of Re. 1/- (Rupee one) each as
mentioned in Special resolution at Serial no. 1 of this Notice ), on such terms and in such manner as the Board may decide in accordance with
the provisions of the applicable laws and the provisions of ESOP 2017.”
“RESOLVED FURTHER THAT the equity shares so issued and allotted as mentioned herein before shall rank pari passu with the then existing
equity shares of the Company.”

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“RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, merger and sale of division and others, if
any additional equity shares are issued by the Company to the option grantees for the purpose of making a fair and reasonable adjustment to
the options granted earlier, the ceiling on the number of options mentioned in the resolution above, shall be deemed to be increased to the
extent of such additional equity shares issued.”
“RESOLVED FURTHER THAT in case the equity shares of the Company are split or consolidated, then the number of shares to be allotted and
the exercise price payable by the option grantees under the Scheme shall automatically stand augmented or reduced in the same proportion as
the present face value of Re.1 per equity share bears to the revised face value of the equity shares of the Company after such split or
consolidation, without affecting any other rights or obligations of the said grantees.”
“RESOLVED FURTHER THAT the Board be and is hereby authorised to take requisite steps for listing of the Equity Shares allotted under
ESOP 2017 on the Stock Exchanges where the Equity Shares of the Company are listed.”
“RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed from time to time under the SEBI SBEB
Regulations and any other applicable laws and regulations to the extent relevant and applicable to ESOP 2017.”
“RESOLVED FURTHER THAT the Board be and is hereby authorized at any time to modify, change, vary, alter, amend, suspend or terminate
ESOP 2017 subject to compliance with the applicable laws and regulations and to do all such acts, deeds, matters and things as it may in its
absolute discretion deems fit, for such purpose and also to settle any issues, questions, difficulties or doubts that may arise in this regard
without being required to seek any further consent or approval of the members and further to execute all such documents, writings and to give
such directions and/or instructions as may be necessary or expedient to give effect to such modification, change, variation, alteration,
amendment, suspension or termination of ESOP 2017 and do all other things incidental to and ancillary thereof.”
“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 including authorizing the Board to appoint Advisors, Consultants or Representatives, being incidental to the effective
implementation and administration of ESOP 2017 as also to make applications to the appropriate Authorities, for their requisite approvals as
also to initiate all necessary actions for and to settle all such questions, difficulties or doubts whatsoever that may arise and take all such steps
and decisions in this regard.”
Resolution No. 3
Appointment of Statutory Auditors to fill casual vacancy
To consider and of, if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 read with
the Companies (Audit and Auditors) Rules, 2014, as amended from time to time or any other law for the time being in force (including any
statutory modification or amendment thereto or re-enactment thereof for the time being in force), M/s. Hitesh Shah & Associates, Chartered
Accountants (Firm Registration Number:103716W) be and is hereby appointed as Statutory Auditors of the Company to fill the casual vacancy
caused by the resignation of M/s P. Parikh & Associates, Chartered Accountants (Firm Registration No. 107564W).
RESOLVED FURTHER THAT M/s Hitesh Shah & Associates, Chartered Accountants shall be entitled to hold the office of theStatutory Auditors
of the Company up to the conclusion of ensuing Annual General Meeting on such remuneration as maybe fixed by the Board of Directors in
consultation with them.”
Resolution No. 4
Amendment of Articles of Association of the Company
To consider and if thought fit, to pass, with or without modification, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013 including any
statutory modifications or re-enactments thereof for the time being in force, and subject to approvals, permissions and sanctions from the
appropriate authority, if any, the Articles of Association of the Company be and are hereby altered in the manner set out herein below:
Insertion of Point v, vi and vii under Head Share Capital and Variation of Rights with the following:
v. Where at any time, the Company proposes to increase its subscribed capital by the issue of further shares, such shares may also be offered
to employees under a scheme of employees' stock option or to any persons, either for cash or for a consideration other than cash, subject to the
Rules and such other conditions, as may be prescribed under Law., subject to Special Resolution passed by the Company and to formulate
schemes, etc. subject to provisions of Law, the directors may formulate, create, institute or set up such schemes, trusts, plans or proposals as
they may deem fit for the purpose of providing incentive to the officers, employees and workers of the company, including without limiting the
generality of the foregoing, formulation of schemes for the subscription by the officers, employees and workers to shares in, or debentures of,
the company.
vi. Subject to applicable Law, the Directors are hereby authorised to issue Equity Shares or Debentures (whether or not convertible into Equity
Shares) for offer and allotment to such of the officers, employees and workers of the Company as the Directors may decide or the trustees of
such trust as may be set up for the benefit of the officers, employees and workers in accordance with the terms and conditions of such scheme,
plan or proposal as the Directors may formulate. Subject to the consent of the Stock Exchanges and SEBI, the Directors may impose the
condition that the shares in or debentures of the Company so allotted shall not be transferable for a specified period.

vii. Further the Company is authorise to list its Shares, Securities, stocks on other Foreign Exchanges subject to the Rules and such other
conditions, as may be prescribed under applicable Laws;

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Point Number 1 of 76 under the Head Board of Directors of Existing Article be deleted and replaced with the following Article:

1. At each annual general meeting of the Company, one-third of such of the directors for the time being as are liable to retire by rotation, or if
their number is neither three nor a multiple of three, then, the number nearest to one-third, shall retire from office."
Point Number (iv) of 106 under the Head Managing Director be deleted and replaced with the following:

(iv) A Managing or Whole Time Director shall be liable to retirement by rotation (save as otherwise provided in a contract in terms of provisions of
the Act or Rules made there under or in a resolution passed by Board or Shareholders of the Company). He shall, however, be subject to the
same provisions as to resignation and removal as are applicable to the other Directors. He shall ipso facto immediately, cease to be a Managing
or Whole Time Director if he ceases to hold the office of Director for any reason whatsoever save that if he shall vacate office whether by
retirement, by rotation or otherwise under the provisions of the Companies Act, 2013 at any Annual General Meeting and shall be reappointed
as a Director at the same meeting, he shall not, by reason only of such vacation, cease to be a Managing or Whole Time Director."

The Managing Director shall be entitled to such salary as may be determined by the Board of Directors from time to time and out of pocket
expenses incurred in connection with the business of the Company and such travelling and other expenses as may be permitted by the Board of
Directors from time to time.

"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to take all the requisite, incidental, consequential and
necessary steps to implement the forgoing resolution and to do and perform all such acts, deeds, matters and things as it may, in its absolute
discretion, deem necessary, expedient, desirable or appropriate in the best interest of the Company, to settle any question, query, doubt or
difficulty that may arise in this regard, and to execute/publish all such notices, applications, deeds, agreements, documents, papers,
undertakings/bonds and writings as may be necessary and required for giving effect to this resolution.”
By Order of the Board
For Ducon Infratechnologies Limited

Sd/-
Harish Shetty
Director
Din:07144684
Place: Thane
Date: 07.06.2017
NOTES:
1. The Explanatory Statement and reasons for the proposed Resolutions pursuant to Section 102 of the Act setting out material facts are
appended to the Notice. Notice shall also be available on the website of the Company www.dtlindia.com.
2. The Notice is being sent to all the Members, whose names appear in the Register of Members/list of Beneficial Owners, received from
National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) as on Friday, June 2nd, 2017.
3. Voting rights shall be reckoned in proportion to the paid-up equity shares registered in the name of the Member as on Friday, June 2nd,
2017.
4. Pursuant to the provisions of Section 110 of the Act read with the Companies (Management and Administration) Rules 2014, a Company
is mandatorily required to, in case of certain prescribed items of special business and has an option to in case of other items of special
business, seek the approval of the shareholders to certain resolution(s) through Postal Ballot, instead of having it passed at a General
Meeting. Accordingly, your approval is sought for the resolutions contained in this Notice through Postal Ballot.
5. Ms. Shruti H. Shah Practising Company Secretary (FCS No., 8852 and COP No. 8197) has been appointed as Scrutinizer for conducting
the postal ballot process in accordance with the Act and the Rules made there under and in a fair and transparent manner.
6. As per section 110 of the Act, read with Rule 22 of the Companies (Management and Administration) Rules, 2014, Notice of the Postal
Ballot may be served on the members through electronic means. Members who have registered their e-mail IDs with depositories or with
the Company are being sent this Notice of Postal Ballot by e-mail and the members who have not registered their e-mail IDs will receive
by post or Courier a Notice of Postal Ballot along with the Postal Ballot Form.
7. The Postal Ballot Notice is being sent to all the shareholders whose names appear on the Register of Members/list of Beneficial Owners
as on Friday, June 2nd, 2017.
8. A Postal Ballot Form and a postage prepaid self-addressed business reply envelope are attached to this Notice. The self addressed
envelope bears the address to which duly completed Postal Ballot Form is to be sent.
9. The members desiring to exercise their vote by Postal Ballot are requested to carefully read the instructions printed in the Postal Ballot
Form, and record their assent (for) or dissent (against) to the items so listed, by returning the same duly completed and signed in the
attached postage pre-paid self- addressed envelope. However, Postal Ballot Form(s), if sent by courier or by registered post at the
expense of the Shareholder(s) will also be accepted. The Postal Ballot Form(s) may also be deposited personally at the address given
thereon. The duly completed Postal Ballot Form(s) should reach the Scrutiniser on or before the closing of working hours on Sunday July
9th, 2017 (5.00 P.M)to be eligible for being considered, failing which, it will be strictly treated as if no reply has been received from the
Shareholder(s). Unsigned Postal Ballot Form/s will be rejected.
10. The Scrutiniser will submit her final report to the Chairman or any Director of the Company as soon as possible after the last date of
receipt for postal ballot forms but not later than Tuesday, July 11th, 2017.
11. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with the Rules and also Regulation 44 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to offer
remote e-voting facility (“remote e-voting”) for its members to enable them to cast their votes electronically. For this purpose, the
Company has signed an agreement with the National Securities Depository Limited(NSDL) for facilitating remote e-voting. Members
have option to vote either through remote e-voting or through the physical Postal Ballot Form. If a member has opted for remote e-voting,
then he/she should not vote by physical postal ballot also and vice-versa. However, in case members cast their vote both via physical
postal ballot and remote e-voting, then voting through remote e-voting shall prevail and voting done by postal ballot shall be treated as
invalid.
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12. The instructions and other information for remote e-voting are as under:
a) The remote e-voting period commences from Saturday, June 10, 2017 at 9.00 a.m. and ends at 5.00 p.m on Sunday July 9, 2017
(both days inclusive). During this period, shareholders of the Company, holding shares either in physical form or in dematerialized
form as on June 2nd, 2017, 2017 (cut-off date) may cast their vote through postal ballot or remote e-voting. The remote e-voting
module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder
shall not be allowed to change/modify it subsequently or cast the vote again.
b) The voting rights of shareholders shall be in proportion to their share in the paid up equity share capital of the Company as on
Friday June 2nd, 2017the cut off date.
c) The process and manner for remote e-voting is as under:
1. Open the attached PDF file 'e-voting.pdf' with your Client ID or Folio No. as password. The said PDF file contains your user ID and
password for e-voting. Please note that the password is an initial password.
NOTE: Shareholders already registered with NSDL for e-voting will not receive the PDF file “e-voting.pdf”.
2. Open the internet browser and type the following URL: https://www.evoting.nsdl.com
3. Click on Shareholder - Login.
4. If you are already registered with NSDL for e-voting then you can use your existing user ID and password.
NOTE: Shareholders who forgot the User Details/Password can use “Forgot User Details/Password?” or “Physical User Reset
Password?” option available on www.evoting.nsdl.com.
In case Shareholders are holding shares in demat mode, USER-ID is the combination of (DPID+ClientID).
In case Shareholders are holding shares in physical mode, USER-ID is the combination of (Even No.+Folio No.).
5. If you are logging in for the first time, please enter the user ID and password provided in the attached PDF file 'e-voting.pdf' as initial
password.
6. The Password Change Menu will appear on your screen. Change to a new password of your choice, making sure that it contains a
minimum of 8 digits or characters or a combination of both. Please take utmost care to keep your password confidential.
7. Once the e-voting home page opens, click on e-voting> Active Voting Cycles.
8. Select “EVEN” (E-Voting Event Number) of Ducon Infratechnologies Limited(Formerly known as Dynacons Technologies Limited)which
is 106245. Now you are ready for e-voting as Cast Vote page opens.
9. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.
10. Upon confirmation, the message “Vote cast successfully” will be displayed.
11. Once the vote on the resolution is cast, the Member shall not be allowed to change it subsequently.
12. 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., together with attested specimen signature of the duly authorized signatory(ies) who are
authorized to vote, to the Scrutinizer through e-mail to csshrutishah@gmail.com with a copy marked to evoting@nsdl.co.in.
Further, NSDL is pleased to inform you that NSDL has now integrated its e-Services website (https://eservices.nsdl.com/) with the aforesaid e-
Voting system of NSDL, which enables you as a registered User ofIDeAS facility to also access e-Voting system of NSDL for casting your votes
by using your existing login credentials viz.; User ID and password of IDeAS facility. Thus, you would not be required to log-in to e-Voting system
separately for casting votes in respect of the resolutions of companies.
It is strongly recommended not to share your Password with any other person and take utmost care to keep your Password confidential. Please
note that login to 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“Forgot User Details/Password?” or “Physical User Reset Password?” option available onwww.evoting.nsdl.com.
It may be noted that shareholders can opt for only one mode of voting i.e. either by Physical Ballot or e-Voting. In case of receipt of vote by both
the modes, voting done through e-Voting shall prevail and voting done by Physical Ballot shall be treated as invalid.
In case of any queries you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders
available at the “downloads” section of https://www.evoting.nsdl.com or contact NSDL by email at evoting@nsdl.co.in or call on: 1800 222 990.
Please note that you can use this login exclusively for voting on the Resolutions placed by the companies of which you are a shareholder.
Please note that if you have opened 3-in-1 account with ICICI Group i.e. bank account and demat account with ICICI Bank Limited and trading
account with ICICI Securities Limited, you can access e-Voting website of NSDL through their website viz.; www.icicidirect.com for the purpose
of casting your votes electronically by using your existing user ID and password used for accessing the website www.icicidirect.com. Please
note that in case you are not able to login through the ICICI direct website, you can also access the e-Voting system of NSDL by using your
existing user ID and password for the e-Voting system of NSDL.
EXPLANATORY STATEMENT :
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Following explanatory statement sets out all the material facts relating to the special business mentioned in the notice dated 7th June,
2017.
Combined Explanatory Statement in relation to Special Resolution No. 1 and 2 of Notice for approval of 'Ducon Infratechnologies Limited -
Employee Stock Option Plan 2017' (ESOP 2017) and grant of options to the permanent employees/directors of the Company and also to the
employees / directors of the Subsidiary Company/ies under ESOP 2017 is provided in this Notice. With the objective of rewarding and
motivating employees and also to attract and retain the best talent, the Company proposes to grant stock options to its present and future
permanent employees (in India or outside India ) and directors (whether wholetime or not) and present and future permanent employees and
directors (whether wholetime or not) of its subsidiary companies (in India or outside India ), subject to the employees meeting the eligibility
criteria and on such other terms as may be determined by the Board of Directors of the Company (hereinafter referred to as the “Board” which
term shall be deemed to include any Committee, including the Nomination & Remuneration Committee). In accordance with the terms of these
resolutions and ESOP – 2017, the options would be granted in one or more tranches as may be decided by the Board, from time to time. The
Company seeks members' approval in respect of ESOP 2017 and grant of Stock Options to the eligible employees of the Company as decided

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in this behalf from time to time in due compliance of Regulation 6 of the Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014 (“SEBI SBEB Regulations”).
The main features of the ESOP 2017 are as under:
a) Brief description of the Scheme:
The Company proposes to introduce ESOP 2017 for the benefit of the present and future permanent employees (in India or outside India)
and directors (whether whole-time or not) and present and future permanent employees and directors (whether whole time or not) of its
subsidiary companies (in India or outside India) and such other eligible persons as may be determined as per SEBI SBEB Regulations.
Options granted under the Scheme shall vest on satisfaction of vesting conditions which can there after be exercised resulting in
allotment of equity shares of the Company.
The Nomination & Remuneration Committee (“Committee”) of the Company shall be the Compensation Committee for administration of
ESOP 2017. All questions of interpretation of the ESOP 2017 shall be determined by the Board or Committee and such determination
shall be final and binding.
b) Total number of Options to be granted:
The total number of options to be granted under ESOP 2017 shall not exceed 15,68,462(Fifteen Lakhs Sixty Eight Thousand Four
Hundred Sixty Two only) options. Each option when exercised shall be converted into one Equity Share of Re.1 (Rupee One) each fully
paid-up.
The SEBI SBEB Regulations require that in case of any corporate action(s) such as rights issues, bonus issues, merger and sale of
division and others, a fair and reasonable adjustment needs to be made to the options granted. In this regard, Board or the Committee
shall adjust the number and price of the options granted in such manner that the total value of the options granted under ESOP 2017
remain the same after any such corporate action. Accordingly, if any additional options are issued by the Company to the option grantees
for making such fair and reasonable adjustment, the ceiling of 15,68,462 (Fifteen Lakhs Sixty Eight Thousand Four Hundred Sixty Two
only) shall be deemed to be increased to the extent of such additional options issued.
c) identification of classes of employees entitled to participate and be beneficiaries in the scheme(s);
Following classes of employees are entitled to participate in ESOP 2017:
a. Permanent employees of the Company working in India or out of India;
b. Directors of the Company, whether wholetime or not ; and
c. Permanent employees and Directors of the Subsidiary Company/ies working in India or out of India
Following persons are not eligible:
a. an employee who is a Promoter or belongs to the Promoter Group;
b. a Director who either by himself or through his relatives or through any body corporate, directly or indirectly holds more than 10% of
the outstanding Equity Shares of the Company; and
c. an Independent Director within the meaning of the Companies Act, 2013 and Regulation16(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
d. employees of acquired entity who have not completed 1 (One) year with Ducon Infratechnologies Limited
e. Employees who leave or are terminated or are no longer capable to work and employees who are granted the options and who
resign from the company before 48 months from the date of 1st options grant date
d) Requirements of vesting and period of vesting:
All the options granted on any date shall vest not earlier than 1 (One) year and not later than a maximum of 6 (Six) years from the date of
grant of options. The Committee may extend, shorten or otherwise vary the vesting period from time to time, in accordance with the
applicable laws and in the interest of the option grantee.
The vesting dates in respect of the options granted under the Scheme may vary from employee to employee or any class thereof and/or
in respect of the number or percentage of options granted to an employee.
Options shall vest essentially based on continuation of employment and apart from that the Board or Committee may prescribe
achievement of any performance condition(s) for vesting.
e) Maximum period (subject to regulation 18(1) and 24(1) of the regulations, asthe case may be) within which the options / SARs /
benefit shall be vested;
All the options granted on any date shall vest not later than a maximum 6 (six) years from the date of grant of options.
f) Exercise price, SAR price, purchase price or pricing formula;:
The exercise price shall be Re. 1/- per option or such other higher price as may be fixed by the Board or Committee.

g) Exercise period and the process of Exercise:

The vested options shall be allowed for exercise on and from the date of vesting. The vested options need to be exercised within a
maximum period of 6 (Six) years from the date of vesting of such options.
The vested Option shall be exercisable by the employees by a written application to the Company expressing his/ her desire to exercise
such vested Options in such manner and on such format as may be prescribed. The vested Options shall lapse if not exercised within the
specified exercise period.
h) The appraisal process for determining the eligibility of employees for the scheme(s);
The appraisal process for determining the eligibility shall be decided from time to time by the Board or Committee.

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i) Maximum number of options, SARs, shares, as the case may be, to be issued per employee and in aggregate:
The maximum number of options that may be granted per employee of the Company under the ESOP 2017, in any financial year under
the ESOP 2017 shall be less than 1% of the issued Equity Share Capital (excluding outstanding warrants and conversions) of the
Company at the time of grant.
j) Maximum quantum of benefits to be provided per employee under the ESOP 2017:
The maximum quantum of benefits underlying the options issued to an eligible employee shall be equal to difference between the option
Exercise price and the Market price of the shares on the exercise date.
k) Whether the scheme(s) is to be implemented and administered directly by the company or through a trust
The Scheme shall be implemented and administered directly by the Company.
l) Whether the scheme(s) involves new issue of shares by the company or secondary acquisition by the trust or both:
The Scheme contemplates fresh/new issue of shares by the Company and with direct route.
m) The Amount of loan to be provided for implementation of the scheme(s) by the Company to the trust, its tenure, utilization,
repayment terms, etc.:
This is not contemplated under the present Scheme.
n) Maximum percentage of secondary acquisition (subject to limits specified under the regulations) that can be made by the trust
for the purposes of the scheme(s);
This is not relevant under the present Scheme.
o) A statement to the effect that the company shall conform to the accounting policies specified in regulation 15;
The Company shall follow the Guidance Note on Accounting for Employee Share-based Payments and/or any relevant Accounting
Standards as may be prescribed by the Institute of Chartered Accountants of India (ICAI) from time to time, including the disclosure
requirements prescribed therein as per Regulation 15 of SEBI SBEB Regulations.
p) The method which the company shall use to value its options or SARs:
The Company shall adopt the intrinsic value method of valuation of options.
q) The conditions under which option vested in employees may lapse
This shall be as per the Present Scheme
r) The specified time period within which the employee shall exercise the vested options in the event of a proposed termination of
employment or resignation of employee
Sr. No. Particulars Vested* Unvested*
a. Resignation / Termination (other than due All the Vested Options as on the date of All Unvested Options as
tomisconduct or breach of company policies / submission of resignation shall be on the dateof submission
terms of employment) exercisable by the Option Grantee within of resignation shall stand
three months from his last working day cancelled with effect from
with the Company. that date.

Termination due to misconduct or due to All the Vested Options which were not All Unvested Options on
b. material breach of policies or the terms of Exercised at the time of such termination the date of such
employment shall stand cancelled with effect from the termination shall stand
date of such termination cancelled with effect from
the termination date.

s) Lock In
The lock in period shall be subjective to each employee as decided by the Board or Nomination and Remuneration Committee under the
applicable laws and confirmation from the individual employee.

t) Declaration
In case the Company opts for expensing of share based employee benefits using the intrinsic value, the difference between the
employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair
value, shall be disclosed in the Directors' Report and the impact of this difference on profits and on Earning Per Share of the Company
shall also be disclosed in the Directors' Report. Consent of the members is being sought by way of Special Resolutions pursuant to
Section 62(1)(b) and all other applicable provisions, if any, of the Companies Act, 2013 and as per Regulation 6 of the SEBI SBEB
Regulations.

A draft copy of the ESOP 2017 is available for inspection at the Company's Registered Office / Corporate Office from Monday, June 12,
2017 from 9:30 AM to 05:00 PM on all working days (excluding Saturdays, Sundays and Holidays) till Friday, July 7, 2017.

Consent of the members is being sought by way of Special Resolutions pursuant to Section 62(1)(b) and all other applicable provisions, if
any, of the Companies Act, 2013 and as per Regulation 6 of the SEBI SBEB Regulations for Item Number 1.

Your Directors recommend passing the necessary Resolutions as set out in item No. 1 & 2 of the notice.

None of the directors or key managerial personnel of the Company are in any way concerned or interested in these resolutions, except to the
extent of their entitlements, if any, under the scheme.

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ITEM No. 3

M/s P. Parikh & Associates, Chartered Accountants, (Firm Registration No. 107564W), have tendered their resignation from the position of
Statutory Auditors, resulting into a casual vacancy in the office of Statutory Auditors of the company as envisaged by Section 139(8) of the
Companies Act, 2013 (“Act”). Casual vacancy caused by the resignation of Auditors can be filled by the Board subject to the approval of the
members. As per the recommendation of the Audit Committee, the Board proposes and recommends that M/s. Hitesh Shah & Associates.,
Chartered Accountants, (Firm Registration No. 103716W)be appointed as the Statutory Auditors of the Company to fill the casual vacancy
caused by the resignation of M/s P. Parikh & Associates, Chartered Accountants (Firm Registration No. 107564W) who shall hold office up to
the conclusion of the ensuing Annual General Meeting of the Company. M/s. Hitesh Shah & Associates., Chartered Accountants, have
conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by
the members, would be within the limits prescribed under the Companies Act, 2013.

M/s. Hitesh Shah & Associates as a firm is involved in carrying out professional assignments in the areas of Auditing & Assurance, including
Statutory & Internal Audits, Direct Taxation, Indirect Taxation, Corporate Laws, Corporate Advisory Services, Financial & Consultancy services
for their clients.

Your Directors recommend passing the necessary Resolution as set out in item No. 3 of the notice.

None of the directors or Key Managerial personnel of the Company are in any way concerned or interested in these resolution of the Company.

ITEM NO.4

The present Articles of Association of the Company is proposed to be amended suitably to reflect and to incorporate the provisions relating to
the issue of shares through Employee Stock Option Plan/ Scheme by adding point no. v, vi and vii under Head Share Capital and Variation of
Rights which will enable the Company to issue Employee Stock Options, though Articles specifically do not disallow the same.

Point No.1 of Article No.76 and point (iv) of Article 106: Pursuant to Section 149 (13) of Companies, Act 2013, the independent directors are not
liable to retire by rotation. Further, Section 152(6) stipulates that 2/3rd of the total number of directors of the public company should be liable to
retire by rotation and out of such directors, l/3rd should retire by rotation at every Annual General Meeting of the company.

To meet the requirement of the Companies Act, 2013, Company has to modify the relevant articles of its Articles of Association, which restrict
the retirement of Managing Director (MD)/ Whole Time Directors (WTD) by rotation. Accordingly, Point No.1 of Article No.76 and point (iv) of
Article 106 are proposed to be amended to provide that MD/ WTD will also be liable to retire by rotation (save as otherwise provided in a contract
in terms of provisions of the Act or Rules made here under or in a resolution passed by Board or Shareholders of the Company).

Your Directors recommend passing the necessary Resolution as set out in item No. 4 of the notice.

None of the Directors and Key Managerial Personnel of the Company including their relatives are interested or concerned in the above
resolutions.

In light of the above, you are requested to accord your approval to Three Special Resolutions and One Ordinary Resolution.

By Order of the Board

For Ducon Infratechnologies Limited

Sd/-
Harish Shetty
Director
Din:07144684
Place: Thane
Date: 07.06.2017

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