persistent - nsdl · persistent systems limited. twenty-ninth annual general meeting of the equity...

16
PERSISTENT NSE & BSE / 2018-19 / 048 July 25, 2019 The Manager Corporate Services, National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai 400 051 Ref: Symbol: PERSISTENT Dear Sir / Madam, The Manager Corporate Services, BSE Limited 14 th Floor, P J Towers, Dalal Street, Mumbai 400 001 Ref: Scrip Code: 533179 Sub.: Submission of Scrutinizers Report on the Remote e-voting and Ballot Paper Voting/ Venue e-voting conducted for the 29 th Annual General Meeting (AGM) held on Wednesday, July 24, 2019 Ref.: (1) Our Letter bearing no. NSE & BSE / 2019-20 / 042 dated July 24, 2019 for submission of proceedings of the 29 th AGM held on July 24, 2019 (2) Our Letter bearing no. NSE & BSE / 2019-20 / 043 dated July 24, 2019 for intimating the communication dated July 23, 2019 received from M/s. Deloitte Haskins & Sells LLP, Chartered Accountants With reference to our abovementioned letter dated July 24, 2019, we wish to inform you that the Company has received the Report on the Remote e-voting and Ballot Paper Voting / Venue e-voting from M/s. SKO & Associates, Practicing Company Secretaries, the Scrutinizers through an e-mail on Thursday, July 25, 2019 at 9.13 p.m. (1ST). The said Report is attached as Annexure 1. Pursuant to the said Report, it appears that the following resolutions have been approved by the Members of the Company with the requisite majority: Ordinary Businesses 1. To receive, consider and adopt Audited Unconsolidated Financial Statements of the Company for the financial year ended March 31, 2019, Reports of the Board of Directors and Auditors thereon 2. To receive, consider and adopt the Audited Consolidated Financial Statements of the company for the financial year ended March 31, 2019 3. To confirm payment of the Interim Dividend of INR 8 per share and to declare a Final Dividend of INR 3 per share for the financial year 2018-19 Persistent Systems Limited, Bhageerath, 402, Senapati Bapat Road, Pune 411016 I Tel : +91 (20) 670 30000 Persistent Systems Inc., 2055, Laurelwood Rd, Suite 210, Santa Clara, CA 95054, USA I Tel : +1 (408) 216 7010 CIN · L72300PN1990PLC056696 I Fax· +91 (20) 6703 0009 I e-mail· info@persistent.com I Website - www.persistent.com Page 1 of3

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PERSISTENT

NSE & BSE / 2018-19 / 048

July 25, 2019

The Manager

Corporate Services,

National Stock Exchange of India Limited

Exchange Plaza, Bandra Kurla Complex,

Bandra (E), Mumbai 400 051

Ref: Symbol: PERSISTENT

Dear Sir / Madam,

The Manager

Corporate Services,

BSE Limited

14th Floor, P J Towers, Dalal Street,

Mumbai 400 001

Ref: Scrip Code: 533179

Sub.: Submission of Scrutinizers Report on the Remote e-voting and Ballot Paper Voting/ Venue

e-voting conducted for the 29th Annual General Meeting (AGM) held on Wednesday,

July 24, 2019

Ref.: (1) Our Letter bearing no. NSE & BSE / 2019-20 / 042 dated July 24, 2019 for submission of

proceedings of the 29th AGM held on July 24, 2019

(2) Our Letter bearing no. NSE & BSE / 2019-20 / 043 dated July 24, 2019 for intimating the

communication dated July 23, 2019 received from M/s. Deloitte Haskins & Sells LLP,

Chartered Accountants

With reference to our abovementioned letter dated July 24, 2019, we wish to inform you that the

Company has received the Report on the Remote e-voting and Ballot Paper Voting / Venue e-voting

from M/s. SKO & Associates, Practicing Company Secretaries, the Scrutinizers through an e-mail on

Thursday, July 25, 2019 at 9.13 p.m. (1ST).

The said Report is attached as Annexure 1.

Pursuant to the said Report, it appears that the following resolutions have been approved by the

Members of the Company with the requisite majority:

Ordinary Businesses

1. To receive, consider and adopt Audited Unconsolidated Financial Statements of the Company for

the financial year ended March 31, 2019, Reports of the Board of Directors and Auditors thereon

2. To receive, consider and adopt the Audited Consolidated Financial Statements of the company for

the financial year ended March 31, 2019

3. To confirm payment of the Interim Dividend of INR 8 per share and to declare a Final Dividend of

INR 3 per share for the financial year 2018-19

Persistent Systems Limited, Bhageerath, 402, Senapati Bapat Road, Pune 411016 I Tel : +91 (20) 670 30000 Persistent Systems Inc., 2055, Laurelwood Rd, Suite 210, Santa Clara, CA 95054, USA I Tel : +1 (408) 216 7010 CIN · L72300PN1990PLC056696 I Fax· +91 (20) 6703 0009 I e-mail· [email protected] I Website - www.persistent.com

Page 1 of3

4. To appoint a director in place of Dr. Anand Deshpande (DIN: 00005721), Chairman and Managing

Director, who retires by rotation and has confirmed his eligibility and willingness to accept the

office, if reappointed

5. To reappoint M/s. Deloitte Haskins & Sells LLP, Chartered· Accountants (Firm Registration

No. 117366/W-100018) as the Statutory Auditors of the Company, to hold office for the second

term of 2 (Two) years i.e. from the conclusion of this Annual General Meeting up to conclusion of

the 3pt Annual General Meeting of the Company to be held in calendar year 2021

Special Businesses

6. To reappoint Ms. Roshini Bakshi (DIN: 01832163) for the second term of 5 (Five) years as an

Independent Director of the Company, not liable to retire by rotation, to hold office for 5 (Five)

consecutive years for a term up to conclusion of the 34th Annual General Meeting

7. To reappoint Mr. Pradeep Kumar Bhargava (DIN: 00525234) for the second term of 3 (Three) years

as an Independent Director of the Company, not liable to retire by rotation, to hold office for

3 (Three) consecutive years for a term up to conclusion of the 32nd Annual General Meeting

8. To reappoint Mr. Prakash Telang {DIN: 00012562) for the second term of 1 {One) year as an

Independent Director of the Company, not liable to retire by rotation, to hold office for 1 (One) year

for a term up to conclusion of the 30th Annual General Meeting

9. To reappoint Mr. Kiran Umrootkar {DIN: 00326672) fo.r the second term of 1 (One) year as an

Independent Director of the Company, not liable to retire by rotation, to hold office for 1 (One) year

for a term up to conclusion of the 30th Annual General Meeting

10. To appoint Mr. Christopher O'Connor (DIN: 08420958) as an Executive Director and Chief Executive

Officer of the Company liable to retire by rotation, to hold office for a period of 3 (Three) years with

effect from April 27, 2019 till April 26, 2022, subject to the approval of the Central Government

11. To appoint Mr. Sandeep Kumar Kalra (DIN: 02506494) as an Executive Director of the Company

liable to retire by rotation, to hold office for a period of 3 (Three) years with effect from

June 11, 2019 till June 10, 2022, subject to the approval of the Central Government

We wish to bring to your notice w.r.t. Item no. 5 above that the Company has received a communication

dated July 23, 2019 from M/s. Deloitte Haskins & Sells LLP, Chartered Accountants informing that if their

reappointment is approved for abovementioned term of 2 years, and not for 5 years, they will not be

able to accept the same. Hence, in light of this communication, the resolution no. 5 will not be effective.

Page 2 of 3

The details of votes casted through remote e-voting and Ballot Paper / Venue e-voting in the format

prescribed by SEBI vide Circular dated November 04, 2015 will be submitted in due course.

Please acknowledge the receipt.

Thanking you,

Yours faithfully,

Company Secretary

ICSI Membership No.: ACS 20507

Encl: A/a

Page 3 of 3

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· For Persistent Systems Limited 5;;·�

A'nM .. yure i.

�� · !srt� SKO & ASSOCIATES

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MP ANY SEC H ETA R ! ES

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E')<e.CA.{ -r,\-L Pi >-e.e- --- . H

, I

[Pursuant to Section 108 of the Companies Act, 2013 ond Rule 20(4)(xi) of the Companies

Ch\$f )'\,?IY,t¥1 (Management and Administration) Rules, 2014)

0 tr ,'ce,.,r

---The Chairman, Persistent Systems Limited.

Twenty-Ninth Annual General Meeting of the Equity Shareholders of Persistent Systems Limited held on Wednesday, July 24, 2019 at 11:00 a.m (1ST) at Persistent Systems Limited, Dewang Mehta Auditorium, Bhageerath, 402, Senapati Bapat Road, Pune 411016, India.

Dear Sir,

I, Pallavi Salunke, Partner, SKO & Associates, Company Secretaries having its office at Level 1, Sargam Tower, 2 Neelkamal Society, Near Rajaram Bridge, Karvenagar, Pune · 411052, Maharashtra, India, appointed as Scrutinizer by the Board of Directors of Persistent Systems Limited (the "Company") for the purpose of scrutinizing e-voting and Poll process in a fair and transparent manner ln respect of the below mentioned resolutions proposed at the Twenty-Ninth Annual General Meeting of the Equity Shareholders of the Company held on Wednesday, July 24, 2019 at 11:00 a.m. {1ST) at Persistent Systems Limited, Dewang Mehta Auditorium, Bhageerath, 402 Senapati Bapat Road, Pune 411016, India, submit our report as under:

1. In accordance with the Notice of the Twenty-Ninth Annual General Meeting dated June 11, 2019,sent to the shareholders and the 'Advertisement' published pursuant to the Rule 20(3)(v) of theCompanies (Management and Administration) Rules, 2014 on Saturday, June 29, 2019 the e­voting opened at 12:01 a.m. (1ST) on Sunday, July 21, 2019 and remained open up to 5:00 p.m.(1ST) on Tuesday, July 23, 2019 and voting was also done by Poll paper and electronic mode at thesaid Annual General Meeting.

2. The Equity Shareholders holding shares as on Friday, July 12, 2019 being the "cut-off date", wereentitled to vote on the resolutions stated in the Notice to the Twenty-Ninth Annual GeneralMeeting of the Company ("AGM Notice").

3. The votes were unblocked at 02:30 p.m. (1ST) on Wednesday, July 24, 2019, in the presence ofMrs. Kanchan Kakade and Ms. Meghali Mandke who are not the employees of the Company andwho have signed below as witness to the unblocking of the e-voting website of National SecuritiesDepository Limited {NSDL) and the Poll papers.

4.

SKO & ASSOCIATES C U M I' A N Y '.> !- C R L T ;\ H i L S

---------------·--�---------�--------------

Our responsibility as scrutinizer for the e-voting and Poll paper process is restricted to make Scrutinizers Report of the votes cast "in favor" or "against" the resolutions stated below, based on data downloaded from the e-voting website of National Securities Depository Limited (NSDL), the votes cast by Poll paper and electronic mode, by the shareholders of the Company at the said Annual General Meeting.

5. The consolidated result of the e-voting, voting by Poll paper and voting by electronic mode at theAnnual General Meeting is as under:

A) Ordinary Business

a} Item No. 1 of the AGM Notice

To receive, consider and adopt Audited Unconsolidated Financial Statements of the Company for the financial year ended March 31, 2019, Reports of the Board of Directors and the Auditors thereon

Type of Resolution - Ordinary Resolution

i. Voted in favor of the Resolution:

j Number of i Number of votes cast in ! Total Numberi members voting I favor of resolution J of Members

Total Number % of total ! of votes cast in numbers of J

I Through Through I Throughjrhro�gh

-1 VotedPoll electron i Poll electronic ! {Consolidated)

lj paper ic 11 paper system

1

: system

I 16 206 i 1,9o,5s1 4,00,51,445

ii. Voted against the Resolution:

222

I Number of members I Number of votes I Total Number

I

voting i cast against the ! of Membersresolution ! Voted

1 Through ; Through . Through , Through ' (Consolidated) j Poll electronic J Poll I electronic !

' l ! paper system paper system 4 59 4

·-·---

favor of valid votes ! resolution ; cast . /

I I (Consolidated) I (Consolidated)

j 4,02,42,026 j 99.9999 _j

I Total Number -r% of total ! of votes cast i numbers of

I, against the l valid votes

resolution ! cast I (Consolidated) j (Consolidated)

59 0.0001 ·---i i

Level 1, Sargarn Tower, 2 Neelkamal Society, Karvenagar, Pune 411 052, Maharashtra, India

Page 2 of 13

SKO & ASSOCIATES COM Fl\ N Y 'i f: C H ET i\ R ! i(,

c) Item No. 3 of the AGM Notice

To confirm payment of Interim Dividend of INR 8 per share and to declare a Final Dividend of INR 3 per share for the financial year 2018-19.

Type of Resolution - Ordinary Resolution

i. Voted in favor of the Resolution

I, Number of I

Number of votes cast in : Total Number ' Total Number I % of total--i

1 members voting I favor of resolut ion of Members i of votes cast in I numbers of I I Through Through i Through Through , Voted I favor of I valid votes I

, Poll �lectron j Poll electronic / (Consolidated)

jj resolution , cast I

· paper 1c ; paper I

system I ! (Consolidated) 1

1

(Consolidated) j system

16 207 1 1,90,581 I 4,01,61,382 ! 223 ! 4,03,51,963 i 100 ! �--�---�--------------'---·-·-····-----' ·---·-·-···--L- ------------------'

ii. Voted against the Resolution:

I Number of members / Number of votes Total Number I Total Number

: voting I cast against the of Members j of votes cast

t-' ----,---__,..__,., ___ re_s_o.,..lu_t _io_n __ ---; Voted

I against the

J Through Through i Through I Through (Consolidated) resolution: Poll electronic j Poll I electronic 1· {Consolidated) I paper system _ i paper I system

% of total numbers of valid votes cast (Consolidated)

'-----�--3 _ _..l ____ ,___l_9_� __ 3 __ J 9 0 !-----...!

iii. Invalid Votes:

Total number of members whose votes declared invalid

Through Poll paper Through electronic system

. 3 70

Total number of votes cast by them I

; Through Poll paper ' Through electroni� __,

70 system

1,27,40,867

-------------------------------------.._;::;:-,-:::,,.:::,,_ =::;a-""Level 1, Sargam Tower, 2 Neelkamal Society, l<arvenagar, Pune 411 OS2, Maharashtra, India

Page 4 of 13

SKO & ASSOCIATES C o i,.J f · ;\ \ 1 :, r. ( !{ ;� i .. , 1{ , : • ,

d) Item No. 4 of the AGM Notice

To appoint a director in place of Dr. Anand Deshpande (DIN: 00005721), Chairman and Managing Director, who retires by rotation and has confirmed his eligibility and willingness to accept the office, if reappointed.

Type of Resolution - Ordinary Resolution

i. Voted in favor of the Resolution

Number of Number of votes cast in Total Number ! Total Number , % of total 1

I i

members voting · favor of resolution I of Members I of votes cast in ,

1

- numbers ofThrough Through 1 Through Through l Voted I favor of valid votes

I Poll electron I Poll electronic 1

1: {Consolidated) j resolution

1 cast

paper ic J paper system 1 {Consolidated) (Consolidated)system

16 193 , 1,90,581 1,58,74,958 209

ii. Voted against the Resolution:

I Number of members j Number of votes Total Number

Ivoting I cast against the of Members

! resolution Voted

1,60,65,539 92.3343

Total Number i % of total

li-j T_h_ r_o -ug-h

--.-

l _T_ h_r_o _ug-h�,-T-h_r _o -ug-h--.-

) _T_h_r-ou_g _h---;

( Consolidated) Poll , electronic I Poll I electronic

of votes cast against the resolution (Consolidated)

i numbers of

I valid votes , cast

II (Consolidated)

f paper system I

paper I system

I 17 I I 13,33,780 1

iii. Invalid Votes:

Total number of members whose votesdeclared invalid

Through Poll paper

IThrough electronic

system 3 I 70 l-

i

17 13,33,780

! I.I

7.6657

Total number of votes cast by them l

Through Poll paper Through electronic system I

70 1,22,04,415 ii

Level 1, Sargarn Tower, 2 Neelkarnal Society, Karvenagar, Pune 411 052, Maharashtra, India Page 5 of 13

SKO & ASSOCIATES

e) Item No. 5 of the AGM Notice

To reappoint M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registrotion No. 117366/W-100018) as the Statutory Auditors of the Company, to hold office for the second term of 2 (Two) years i.e. from the conclusion of this Annuol General Meeting up to conclusion of the 31" Annuot General Meeting of the Company to be held in the calendar year 2021.

Type of Resolution - Ordinary Resolution

i. Voted in favor of the Resolution

I Number of ! Number of votes cast in i Total Number i Total Number ! % of total members voting I favor of resolution ! of Members I of votes cast in J numbers of I

j Through Through / Through Through

1

, Voted , favor of

I valid votes I

I Poll electron I Poll electronic (Consolidated}

Iresolution cast j

paper ic I

paper I

system ; (Consolidated) I

(Consolidated) I system ' I I '

13 1s2 1 1,72,476 3,84,20,607 : 19s --�as,93,08:_J --- 95.683��.=J

ii. Voted against the Resolution:

! Number of members i Number of votes Total Number ; voting i cast ag ainst the of Members

Total Number of votes cast

j % of total

I I resolution Voted ,,... -Th_r_o_u_g

,-

h .,-T-:---h-ro_u_g_h

-+

i -T-h-ro_u_g_h-----.-1 _T_h _r_o_u-gh

-----i

(Consolidated) I against the

I resolution

I numbers of, valid votes ' cast i

l ' electronic I I {Consolidated) '

Poll Poll electronic (Consolidated) i

II

j�

I paper system i paper system -·----i' 1 28 I 5 17,40,873 29 I 17,40,878 ' 4.3162 !

iii. Invalid Votes:

Total number of members whose votesdeclared invalid

Total number of votes cast by them

Through Poll paper 1 Through electronic Through Poll paper ----------;J. _____ s_y_st_e_m ___ -t----

Through electronic

3 70 l system ,

·-·-------t-------··-· --1 70 I 75,47,684 , ·----- -·-----··----

Level 1, Sargam Tower, 2 Neelkamal Society, Karvenagar, Pune 411 052, Maharashtra, India Page 6 of 13

SKO & ASSOCIATES i U M I' i\ !\ Y S i -: C R l . T :\ i� ' I. > -------------------------·-·--· ·

B) Special Business

a) Item No. 6 of the AGM Notice

-----------------------·-·-····-·····•¥• -- �

To reappoint Ms. Roshini Bakshi, (DIN: 01832163) for the second term of 5 (Five) Years as an Independent Director of the Company, not liable to retire by rotation, to hold office for 5 (Five) consecutive years for a term up to conclusion of the 34'h Annual General Meeting.

Type of Resolution - Special Resolution

i. Voted in favor of the Resolution

Number of I Number of votes cast in Total Number i Total Number % of total imembers voting favor of resolution of Members I of votes cast in . numbers of I Through Through Through Through I Voted i favor of valid votes ! Poll ! electron j Poll electronic I (Consolidated) i resolution cast paper ic paper system i (Consolidated) (Consolidated)

�*m

15 123 1,90,481 3,17,54,237 138 3,19,44,718 81.2327

ii. Voted against the Resolution:

Number of members . I voting ! cast against the of Members of votes cast numbers of

Number of votes Total Number Total Number 1· % of total

I resolution Voted I against the I valid votes t-----�----+-----,------, I Through I Through Through Through (Consolidated) resolution · cast

Poll electronic I Poll electronic {Consolidated) (Consolidated) I paper system j paper system !

'------'--___ 87_--.1. __ • _--1-7_3_,8_0,_2_24--'-____ 87 ___ j ___ 73_,_80_,_22 __ 4_�1 __ 1_8_._7 __ 6�

iii. Invalid Votes:

Total number of members whose votes Total number of votes cast by them declared invalid I

I Through Poll paper Through electronic Through Poll paper

I Through electronic

system system I 3 70 70 76,74,391

SKO & ASSOCIATES COMP/I.NY SFCRETAl-<[E\

b} Item No. 7 of the AGM Notice

To reappoint Mr. Pradeep Kumar Bhargava (DIN: 00525234) for the second term of 3 (Three) years as an Independent Director of the Company, not liable to retire by rotation, to hold office for 3 (Three) consecutive years for a term up to conclusion of the 32"d Annual General Meeting.

Type of Resolution - Special Resolution

i. Voted in favor of the Resolution

i Number of j Number of votes cast in i Total Number i Total Number I % of total i members voting i favor of resolution ! of Members I of votes cast in I numbers of i' ! I

votes i Through I Through Through Through 1 Voted ! favor of I valid ' l i ! Poll ! electron Poll electronic ! (Consolidated) resolution j cast i

f ic I ' !

paper 1 system I l (Consolidated) l (Consolidated)paper i

j system ' ' !

i j

15 I 187 ! 1,90,481 3,77,81,007 202 -, 3, 79,71,488 I 96.5583 I

ii. Voted against the Resolution:

Number of members I Number of votes ' Total Number Total N�mbe.:--r % of total ! voting cast against the of Members of votes cast f numbers of

resolution , Voted against the ! valid votesThrough Through Through i (Consolidated) 1 resolution j cast

' Through

I Poll electronic Poll electronic i I (Consolidated) i (Consolidated) !

paper system paper system l j I

- i 23 - 13,53,429 23 I 13,53,429 ! 3.4417

iii. Invalid Votes:

i '

Total number of members whose votes Total number of votes cast by them ''

declared invalid _J Through Poll paper Through electronic Through Poll paper I Through electronic

system I ---··- __ system __ I!

3 70 70 i 1,22,04,415 !

Levell, Sargam Tower, 2 Neelkamal Society, Karvenagar, Pone 411 052, Mahar.1',htra, India Page 8 of 13

SKO & ASSOCIATES COMP;\NY s;F,(RET/\R!F<:

---------------------·-----··

c) Item No. 8 of the AGM Notice

To reappoint Mr. Prakash Telang (DIN: 00012562) for the second term of 1 (One) year as an Independent Director of the Company, not liable to retire by rotation, to hold office for 1 (One) year for a term up to conclusion of 30'h Annual General Meeting.

Type of Resolution - Special Resolution

i. Voted in favor of the Resolution

! Number of I Number of votes cast in Total Number I Total Number j % of total I ,_! _m_e _m_b_e_rs

�v_ o_ t _in _g _

_ l _fa_v_o_r _o_f_re_s�

o-lu_t _io _n __ --l

of Members ; of votes cast in I numbers of I 1 Through Through Through Through I Voted favor of valid votes I

i i

Poll electron Poll electronic ! (Consolidated) resolution cast I (Consolidated) {Consolidated) I paper ic

system i

13 200 I

paper system

I 1,72,476 3,83,30,135 I 213

. I 3,85,02,611 1 97.9559 I

ii. Voted against the Resolution:

I Number of members I Number of votes : Total Number I Total Number I% of totalvoting I

!

Through I ThroughPoll l electronic

I paper j system

1 I 10 l

cast against the resolution

Through Through

: of Members ! of v otes cast • Voted I against the • (Consolidated) resolution

Poll electronic ! ( Consolidated) paper system

5 8,03,434 ' 11 J 8,03,439

1 numbers of l i

i

;

valid votes cast 1

(Consolidated) I

2.0441 l __ ,, ___ J

iii. Invalid Votes:

Total number of members whose votesdeclared invalid

Through Poll paper Through electronic system

70

J Total number of votes cast by them �

1 i

l,i, Through Poll paper Through electronic 1system /

I 70 1,27,28,532 j

Level 1, Sargam Tower, 2 Neelkamal Society, Karvenagar, Pune 411 052, Mahara�htra. India Page 9 of 13

SKO & ASSOCIATES C O M I' A \ Y \ r: C H :;: T A R [ 1 · <.;

d) Item No. 9 of the AGM Notice

To reappoint Mr. Kiran Umrootkar (DIN: 00326672) for the second term of 1 (One) year as an Independent Director of the Company, not liable to retire by rotation, to hold office for 1 (Onei year for a term up to conclusion of the 301� Annual General Meeting.

Type of Resolution - Special Resolution

i. Voted in favor of the Resolution

Number of Number of votes cast in [ Total Number Total Numb-;-· % of to�I members voting favor of resolution I of Members ! Through i Through ! Through I Through -i Voted

i of votes cast in numbers of i favor of valid votes i

[ Poll i electron Poll j electronic (Consolidated) / paper ic

system ! paper J system

resolution cast (Consolidated) (Ccnsolidated)

I l

i-----i-----i------+--·----+-------------------l

1so 1,84,481 3,78,14,433 1 204 3,79,98,914 96.642s ! 14 �-------�---�----�------- ______________ _J

ii. Voted against the Resolution:

Number of members voting

Number of votes cast against the

resolution

, Total Numberi of Members

Total Number % of total of votes cast i numbers of

1 Voted t----,------+-----,.----, Through j (Consolidated)

against the I valid votes Through

Poll electronic Through Through

Poll electronic ; resolution ! cast

l (Consolidated) ! (Consolidated)

�--�----�----'-----'-·�������-=--�-+J- 13,20,033 -l--3-.3572-j

paper system paper system ----· -·

20 13,20,033 20

iii. Invalid Votes:

Total number of members whose votes Total number of votes cast by them declared invalid

i

Through Poll paper Through electroni� Through Poll paper �-···-··-----

Through electronic system !

! system 3 70 I 70 1,22,04,415

Level 1, Sargam Tower, 2 NeefkamaJ Society, Karvenagar, Pune 411 052, Maharashtra, India Page 10 of 13

SKO & ASSOCIATES C. l) f,-1 P ,\ r\ Y � E C H l·: 'i !\ f� i L >

-------------···-··---···------�----

e) Item No. 10 of the AGM Notice

To appoint Mr. Christopher O'Connor {08420958) as an Executive Director and Chief Executive Officer of the Company liable to retire by rotation, to hold office for a period of 3 {Three) years with effect from April 27, 2019 till April 26, 2022, subject to the approval of the Central Government.

Type of Resolution - Special Resolution

i. Voted in favor of the Resolution

-.. --,

of j Number of votes cast in I Total Number : Total Number Number members voting · favor of resolution I of Members ; of votes cast in

% of total ! of

Through j Through Through Through electronic Poll I electron Poll

paper ic I

paper system system

16 201 i I 1,90,581 3,93,43,632

ii. Voted against the Resolution:

J Number of members voting

Number of votes cast against the

resolution Through Through Through Through

Poll electronic Poll electronic

numbers Voted , favor of valid votes 1 (Consolidated) resolution cast l

(Consolidated) 1

{Consolidated) I

I 217 3,95,34,213 97.9717 I !

Total Number Total Number I % of total l of Members Voted

of votes cast j numbers of Iagainst the l valid votes (Consolidated) , resolution j cast

I ! (Consolidated) I (Consolidated)'

paper system - 9

i paper system I - 8,18,475 ;

! I I -+----1-------- ·--------:- ------1

9 : 8,18,475 , 2.0283 __j I

iii. Invalid Votes:

j Total number of members whose votesr. declared invalid Through Poll paper Through electronic

system 3 70

f) Item No. 11 of the AGM Notice

;

·--�otal number

l

of votes cast by them

--·-·-i

Through Poll paper Through electronic i

; system 70 I 1,26,96,724

To appoint Mr. Sandeep Kumar Katra (DIN: 02506494) as an Executive Director of the Company liableto retire by rotation, to hold office for a period of 3 (Three) years with effect from June 11, 2019 tillJune 10, 2022, subject to the approval of the Central Government.

c,-v-r.../ v-,, '-. "; {, q��� -f'�! \�\ ---;-=::::;-:--;::=-::::-:;:-:----:-:-�::-----:-::----------------·--'----_j' Ji l:: level 1, Sargam Tower, 2 Neelkamal Society, Karvenagar Pune 411 OS2 Maharashtra India it;;\" l \

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SKO & ASSOCIATES ( U p-j ! ;\ \ \ ·,, !.. ,� 1� , r" ,- '·

----�--··-··-· ------- --·- - ------------- ·····-·

Type of Resolution - Special Resolution

i. Voted in favor of the Resolution

! Number of I

Number of votes cast in I Total Number · Total Number i % of total !I members voting favor of resolution 1 of Members ' of votes cast in numbers of !

Through ! Through-- i favor I Through l Through ' Votedl

Poll electron 'Poll electronic ! {Consolidated) i resolution i paper ic paper system ; (Consolidat

system

of valid votes !

,,1 , :::: •• ,,,, .. ,1 I

--l---I 15 I 201 1,88,581 3,93,43,667 216 3,95,32,2 48

_ _1 ___ 97.9716

ii. Voted against the Resolution:

i Number of members voting

Number of votes cast against the

resolution

_ Total Number ..,. TotalN�mbe.:-]"% of total 'of Members ; Voted

of votes cast numbers of against the I valid votes

J Through Through i Through Through ! (Consolidated) resolution ! castPoll electronic Poll electronic {Consolidated) J (Consolid ated)

paper system paper system - 9 I

- 8,18,480 '

iii. Invalid Votes:

Total number of members whose votes I declared invalid i-

Through Poll paper Through electronic !

system l

3 70 J___

i

9 i l

____ 1. 8,18,480 I 2.02

i 84 _j

Total number of votes cast by them j

\ ·----

Through Poll paper Through electronic '

system -- --.. 70 1,26,96,724 ------1

C) It has been presumed that in case of custodians and body corporate shareholders, theauthorizations are valid and the authorized signatories who have been authorized by the BoardResolution or in terms of the Power of Attorney have actually voted on electronic platform.

SKO &ASSOCIATES C O M I-' A f\ Y � i: C I{ F T A R i 1 · <;

--------------------- ---- ·---------- -- -- .. ·-.

D) All the relevant records of the voting will remain in our safe custody until the Chairman considers,approves and signs the minutes of the Twenty-Ninth Annual General Meeting and the same shallbe handed over thereafter to the Chairman/ Company Secretary of the Company for safe keeping.

Thanking you

Yours faithfully Fo

q

r SKO and Asso:

tes v-�>. �!( \\> / � �o\ JV

Pallavi Salunke �s/-J\�_....,(_c.�( Co

·.;''·/. Partner � .:-:-:�,::-�>

FCS No. 5640

CP No. 4453

Scrutinizer

Place: Pune Date: 25th July, 2019

We understand that the votes were unblocked from the e- voting website of National Securities Depository Limited (NSDL) in our presence at 02:30 p.m. (1ST) on July 24, 2019.

Meghali Mandke

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Page 13 of 13 ' a iara�htra, India