R Systems Announce the outcome of its Annual General Meeting

Noida, April 27, 2009: The shareholders of R Systems International Limited at the annual general meeting held on April 27, 2009 at MPCU Shah Auditorium, Shree Delhi Gujarati Samaj Marg, 2, Raj Niwas Marg, Civil Lines, Delhi - 110 054 have approved all the items on the agenda of the meeting as stated below

1. Adopted the audited balance sheet as at December 31, 2008 and the profit and loss account for the year ended on that date together with the reports of auditors and directors thereon;
2. Declared the final dividend of Rs. 2.40 per equity share on 12,907,369 equity shares of Rs. 10 each for the year ended December 31, 2008 to all those members who hold shares of the Company as on April 17, 2009;
3. Reappointed Mr. O’Neil Nalavadi as the Director of the Company pursuant to Section 256 of the Companies Act, 1956;
4. Reappointed Mr. Suresh Paruthi, as the Director of the Company pursuant to Section 256 of the Companies Act, 1956;
5. Reappointed Mr. Raj Swaminathan, as the Director of the Company pursuant to Section 256 of the Companies Act, 1956;
6. Reappointed M/s. S.R. Batliboi & Associates, Chartered Accountants, as the statutory auditors of the Company for the financial year 2009 to hold office till the conclusion of the next annual general meeting and authorised the board of directors of the Company to fix their remuneration;
7. Approved the reappointment of and payment of remuneration to Mr. O’Neil Nalavadi as Director Finance and Chief Financial Officer of the Company pursuant to Section 198, 269 read with Schedule XIII, 309, 311 and other applicable provisions of the Companies Act, 1956 by special resolution;
8. Approved the reappointment of and payment of remuneration to Lt. Gen. Baldev Singh (Retd.) as President and Senior Executive Director of the Company pursuant to Section 198, 269 read with Schedule XIII, 309, 311 and other applicable provisions of the Companies Act, 1956 by special resolution;
9. Approved the proposed amendments to R Systems International Ltd. - Year 2004 Employee Stock Option Plan by special resolution;
10. Approved the proposed amendments to R Systems International Ltd. - Year 2004 Employee Stock Option Plan - ECnet by special resolution;
11. Approved the proposed amendments of the Articles of Association of R Systems International Limited by special resolution;
12. Approved the reappointment of and payment of remuneration to Ms. Amrita Kaur, daughter-in-law of Mr. Satinder Singh Rekhi, Chairman and Managing Director of the Company as Assistant Business Manager in R Systems International Limited pursuant to Section 314 (1B) and other applicable provisions of the Companies Act, 1956 by special resolution.