Indian Infotech and Software Ltd

To receive, consider and adopt: Audited Standalone and Consolidated Balance Sheet, Profit and Loss Account and Cash Flow statement for year ended on 31^st March, 2015, and Report of the Directors and Auditors thereon.

To appoint a Director in place of Mr. Mukund Bhardwaj (DIN 05204125), who retires by rotation and being eligible offers himself for re-appointment.

To re-appointment of M/s. Sanjay N. Shah & Co., Chartered Accountants (FRN: 124897W), as Statutory Auditor of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to authorize the Board of Directors or Audit Committee thereof to fix their remuneration.

"RESOLVED THAT pursuant to the provisions of section 139 and other applicable provisions of the Companies Act, 2013, read with rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force Sanjay N. Shah & Co., Chartered Accountants, Mumbai (FRN: 124897W), be and are hereby appointed as Auditor of the Company to hold office from the conclusion of this (33^rd AGM) annual general meeting until the conclusion of (34^th AGM) next annual general meeting of the Company on such remuneration as shall be fixed by the Board of Directors of the Company."

Item no. 4: To Approve Re-Issue/Re-allot 2148490 equity shares of Re.1/- face value which was forfeited from CRB Trustee Limited In A/C of CRB Mutual Fund dated 23^rd November, 2010 due to nonpayment of call money amount despite of 3 notices, now as per the direction and order given by Honorable High Court Delhi the Company propose to re-issue/re-allot the said equity shares to CRB Trustee Limited In A/C of CRB Mutual Fund:

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

“RESOLVED THAT in accordance with the provisions of Section 62 read with Section 42 and all other applicable provisions of the of Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof for the time being in force), (the "Act”) and in accordance with the provisions of the Memorandum and Articles of Association of the Company, the listing agreements entered into by the Company with the stock exchanges, where the shares of the Company are listed, the applicable rules, notifications, guidelines issued by various authorities including but not limited to the Government of India, the Securities and Exchange Board of India ("SEBI”), the Reserve Bank of India ("RBI”) and other competent authorities and subject to the approvals, permissions, sanctions and consents as may be necessary from any regulatory and other appropriate authorities (including but not limited to the SEBI, Corporate Debt Restructuring Empowered Group, RBI, the Government of India, etc.), and all such other approvals, and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals, permissions, sanctions and consents, which may be agreed to by the Board of Directors (hereinafter referred to as the "Board”, which term shall be deemed to include any committee which the Board has constituted or may constitute to exercise its powers, including the powers conferred by this resolution), the consent of the Company be and is hereby accorded to the Board to re-issue and re-allot, 2148490 (Twenty One Lacs Forty Eight Thousand Four Hundred Ninety) Equity Shares of Re. 1/- (Rupees One Only) each face value to the CRB Trustee Limited in A/c of CRB Mutual Fund as per the, not forming part of the Promoter Group of the Company, as per the Order deliver by the Honorable High Court Delhi in the matter of forfeiture of equity shares of CRB Trustee Limited in A/c of CRB Mutual Fund dated 23^^d November, 2010 CO.APP. 13/2014 & CM Nos. 4110 & 14851/2014, Order dated 11^th December, 2014. The re-issue price of the share will be Re. 1/- each as per the direction of Honorable High Court Delhi, and on such terms and conditions and in such manner as the Board may in its absolute discretion deem fit to the following entities as mentioned below:

“RESOLVED FURTHER THAT:

(i) The relevant date is not applicable as the issue price is as per Honorable High Court Delhi Order.

(ii) The equity shares allotted in terms of this resolution shall rank pari passu in all respects with the existing equity shares of the Company.

(iii) The Board be and is hereby authorized to decide and approve the other terms and conditions of the issue of equity shares under the guideline of concerned stock exchange, listing agreement & other regulatory authorities, and also shall be entitled to vary, modify or alter any of the terms and conditions, as it may deem expedient, without being required to seek any further consent or approval of the Company in a General Meeting."

“RESOLVED FURTHER THAT for the purpose of giving effect to any issue or allotment of shares of the Company the Board of Directors & Company Secretary of the Company be and is hereby authorized on behalf of the Company to take all such actions and do all such deeds, and to sign and file the in-principle approval application, listing application and trading permission as per the requirement of regulating authorities and stock exchange where the securities of the company are listed and with any other authorities, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient and to settle any question, difficulties or doubts that may arise in this regard including but not limited to the offering, issue and allotment of equity shares of the Company as it may in its absolute discretion deem fit and proper."

“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred by this resolution to any Director or Directors & Company Secretary of the Company or to any Committee of Directors or to any Officer or Officers of the company to give effect to the aforesaid resolution."