CS K Srinivasan Company Secretary Form MGT -13 SCRUTINIZER’S REPORT FOR E-VOTING Pursuant to section 109 of the Companies Act, 2013 and Rule 21(2) of the Companies (Management and Administration) Rule, 2014 To. The Chairman of the 34'“ Annual General Meeting of Cranes Software International Limited Regd. Off: # 82, Presidency Building, 3rd & 4th Floor,St. Marks“ Road. Bengaluru- 560 001. Bangalore - 560 029 Dear Sir. Sub.: 34‘“ Annual General Meeting held on Monday, the 30‘"September 2019 at 11:00 AM Combined Report E-Votingand Pollon passingof resolutionsthrough Electronicmeans under the Section108 of the CompaniesAct, 2013 read with the Companies(Management and Administration) Rule,2014 . l, CS SrinivasanK, a Practising Company Secretary, PCS 10957 having office at No. C2. Malnad Castle, KaggadasapuraMain Road, Bangalore- 560 093, India, have been appointedas a Scrutinizerby the Board of Directorsof M/s. Cranes Software International Limited. L05190KA1984PLC031621 (the “Company") for e- votingheldbetween27‘hSeptember,2019 to 29""September,2019, and at the Annual General Meeting on the belowmentionedresolution(s).set out in the Noticeconveningthe 34'" Annual General Meeting of the Equity Shareholders,held at 11.00 AM on Monday, the 30‘" September 2019 at 11:00 AM at Oleander Hall, Iris Hotel, #70, Brigade Road, Bangalore - 560 025. Responsibility of the Management of the Company The Managementof the Company is responsibleto ensurecompliancewiththe requirementsof the Companies Act, 2013 and the rules made thereunderin relationto exercisingof voting rightsthrough electronicmeans in relationto resolutionsproposedto be passedat the ensuingAnnuaI General meetingof the Company. Responsibility as a Scrutinizer Myresponsibilityas a Scrutinizerforthe e-votingprocessis restrictedto make a Scrutinizer'sreportof the votes casted ”infavour" or “against"the resolution(s)setoutinthe noticeconveningthe AnnualGeneral Meeting, based on the reports generated from the e-voting system provided by the Central Securities Depository Services (India) Limited (“CDSL”). the authorizedagency engaged by the Company for providing e-votingfacilitiesto its shareholders. In respectof the e-voting, | submitas follow: 1. On completionof E-Poll by the membersof the Company, M/s. IntegratedRegistryManagement Services Pvt. Ltd (Registrar and Transfer Agents of the Company) No. 30, Ramana Residency, 4th Cross, Sampige Road, Malleswaram,Bangalore—560003 providedus withthe votingresults. 2. The votes were reconciledwith the recordsmaintainedby the Company/ Registrarand Transfer Agents of the Company and the authorizations / proxieslodgedwith the Company. C2, Malnad Castle, Next to SBI, Kaggadasapura Main Road, C V Raman Nagar, Bangalore- 560 093 Ph: 9845260499; Mail: [email protected]A \Vasa .9 l) \ PC 010957 ' ' A 21'” 3,1 pany S‘i/
Transcript
CS K SrinivasanCompany Secretary
Form MGT -13
SCRUTINIZER’SREPORTFORE-VOTINGPursuant to section 109 of the Companies Act, 2013 and Rule 21(2) of the Companies (Management and
Administration) Rule, 2014
To.The Chairman of the 34'“ Annual General Meeting ofCranes Software International LimitedRegd. Off: # 82, PresidencyBuilding,3rd& 4th Floor,St. Marks“Road.Bengaluru- 560 001. Bangalore - 560 029
Dear Sir.
Sub.: 34‘“ Annual General Meeting held on Monday, the 30‘"September 2019 at 11:00 AM
Combined Report E-Votingand Pollon passingof resolutionsthrough Electronicmeansunder the Section108
of the CompaniesAct, 2013 read with the Companies(Management and Administration) Rule, 2014 .
l, CS SrinivasanK, a PractisingCompany Secretary, PCS 10957 having office at No. C2. Malnad Castle,KaggadasapuraMainRoad, Bangalore- 560 093, India, have been appointedas a Scrutinizerby the Board ofDirectorsof M/s. Cranes Software International Limited. L05190KA1984PLC031621 (the “Company") for e-votingheldbetween27‘hSeptember,2019 to 29""September,2019, and at the Annual General Meeting on thebelowmentionedresolution(s).set out in the Noticeconveningthe 34'" Annual General Meeting of the EquityShareholders,held at 11.00 AM on Monday, the 30‘"September 2019 at 11:00 AM at Oleander Hall, IrisHotel, #70, Brigade Road, Bangalore - 560 025.
Responsibility of the Management of the Company
The Managementof the Company is responsibleto ensurecompliancewith the requirementsof the CompaniesAct, 2013 and the rules made thereunderin relationto exercisingof voting rightsthroughelectronicmeans inrelationto resolutionsproposedto be passedat the ensuingAnnuaI Generalmeetingof the Company.
Responsibility as a Scrutinizer
My responsibilityas a Scrutinizerfor the e-votingprocessis restrictedto make a Scrutinizer'sreportof the votescasted”infavour" or “against"the resolution(s)setout in the noticeconveningtheAnnualGeneral Meeting,basedon the reportsgenerated from the e-votingsystem providedby the Central Securities Depository Services(India) Limited (“CDSL”). the authorizedagencyengaged by the Company for providinge-votingfacilitiesto itsshareholders.
In respectof the e-voting,| submitas follow:
1. On completionof E-Poll by the membersof the Company, M/s. IntegratedRegistryManagementServicesPvt. Ltd (Registrar and Transfer Agents of the Company) No. 30, Ramana Residency, 4th Cross,SampigeRoad, Malleswaram,Bangalore—560003 provideduswiththe votingresults.
2. The voteswere reconciledwith the recordsmaintainedby the Company/ Registrarand TransferAgentsof the Company and the authorizations/ proxieslodgedwiththe Company.
C2, Malnad Castle, Next to SBI, KaggadasapuraMain Road, C V Raman Nagar, Bangalore- 560 093Ph: 9845260499; Mail: [email protected] A
\Vasa.9 l)\
PC 010957 '' A 21'” 3,1
pany S‘i/
CS K SrinivasanCompany Secretary
3. The votes, which were incomplete and/or which were otherwise found defective have been treated as
invalidand kept separately.
4. l have rendered the Scrutinizers Report separately on the remote e—votingand by using ballots at the
meeting, I hereby submit consolidated Scrutinizer’s Report pursuant to Rule 20(4) (xii) of the Companies
(ManagementandAdministration)Rule,2014 on all 4 Resolutionscontainedin the Noticeconvening
the AGM.
5. The combined votingand result of the Poll is as under:
ORDINARY BUSINESS
Resolution No. 1 -Adoption of Accounts:
(i) The audited standalone financial statements of the Company for the financial year ended 31st March,2019, the reports of the Board and auditors’ thereon;
(ii) The audited consolidated financial statements of the Company for the financial year ended 31st March,2019, the reports of the Board and auditors’ thereon;
(i) Voted in favour of the resolution:
Number of Number of Number of Number of votes Total Number of votes % of total
members votes cast by members cast by them in cast by them in E- numberofvalid
voted in E- them in E- voted in Poll Poll votingand Poll votes cast
voting voting
10 63902 43 2282972 2346874 100.00
(ii) Voted against the resolution:
Number of Number of Number of Number of votes Total Number of votes % of total
members votes cast by members cast by them in castbythemin E-voting numberofvalidvoted in E- them in E- voted in Poll Poll and Poll votes cast
voting voting
0 0 0 0 0 0
(iii) Invalid votes:
Number of Number of Number of Number of votes Total Number of votes % of total
members votes cast by members cast by them in cast by them in E-voting numberofvalid
voted in E- them in E- voted in Poll Poll and Poll votes cast
voting voting
0 0 0 0 0 0
C2, Malnad Castle, Next to SBI. Kaggadasapura Main Road, C V Raman Nagar, Bangalore- 560 093Ph: 9845260499; Mail: [email protected]
CS K SrinivasanCompany Secretary
Resolution No. 2 -Director appointment:
To appoint Mr.Mueed Khader (Din: 00106674), who retires by rotation as a director.(i) Voted in favour of the resolution: W ,7 _#‘7 £2,723, - _
?Ningbeirfirbrt‘imnibetfi—JTTMbeiriiibfrV Nirnbet orfrviotes”Total Number of votes °/o of total
' members votes cast by members cast by them in cast by them in E-voting nurhber of
(ii) Voted againstthe resolution: 7 _ a ,7 W7“A % of totalNumber of 1Number of ; Number of?NiiflrnbeTotri/roterswTotalNbAmberwbtiybtee
3members 1votes cast by " members cast by them in cast by them in E-voting nutnber of
1votedin E- j them in E- ‘ votedinPoll Poll andPoll vaiid VOteS‘ voting voting ‘1 7 ‘ ??St W, A _,,_"’TT” "“"T’" o"“"5"" 0 " 0 ' 7, , "3” W _,7 ,, ,9 ,7“
(iii) Invalid votes:1Number of Number ofTNumber_- of rihitlirnbe’rrof@Kfotalvmberi of votes % of total1members votes cast by 5members ‘ cast by them in castby them in E-voting number of1voted in E- them in E- ‘ votedinPoll i Poll and Poll valid votes‘ voting voting i , ., -, 7 7777 ,,,-, (fl_m 7 fifi 0 0 1 ‘ 1000” ’T 1000 0.04
SPECIAL BUSINESSResolutionNo. 3 -Approval of Related Party transaction:
To accord consent of the shareholders of the Company be and is hereby accorded to the Company, forentering into various related party transaction(s) with various parties as per Ordinary Resolution placedbefore the Members
(i) Voted in favour of the resolution: , ,,, , 7! Number of 1Number of FNumber of ‘ Numberof votes VTotal Number 6f yaes '75/5776? Wleamembers I votes cast by 1]members i cast by them in cast by them in E-voting number of 1voted in E- 1them in E- i votedinPoll 1Poll and Poll valid votesLvoting ‘ voting ‘ i ‘ cast
y 9 { 6:802 ; 7743777777 2282972”7' "T 2321677? T0600 '(ii , Voted against the resolution:
f Number of Number of ' Edinberi 3t VWrfierEyoTesfi TTataliNiufiberiofiyotES 73/07 of‘V totalfii members votes cast by members cast by them in cast by them in E-voting 1number of“ voted in E- 1them in E- votedinPoll 1Poll 1andPoll valid voteswine, ,1wins,, , 1 a ,, cast‘ 1 ‘ 100 0 W 7077" #77 V 100 H 7 '7 7 - MW
-qasa3C2, Malnad Castle, Next to SBI, Kaggadasapura Main Road, C V Raman Nagar, Bang‘aPh: 9845260499; Mail: [email protected]
’ .. CSK Srinivasan’ 11’ Company Secretary
(iii')wwtny§tj§1_votes:_Numberof Number of "N07065:0t 0876667679683TotalNumberofvotes,"78'bf "(6150'members votes cast by members cast by them in castby them in E—votingnumberofvalid
voted in E- them in E- votedinPoll Poll andPoll votescast
voting voting,.-,__0.___ No > o o ’ H 0* 0
Resolution No. 4 -Appointment of Independent Director:
To re-appoint Mr.Richard Holden Gall (Din:00906340) as an independent director.(i) Votedjnjayetir 9f the resoltition:
Number of Number of Number of Numberofvotes Total Number of votes % of total
members votes cast by members cast by them in cast by them in E-voting numberofvalid
voted in E- them in E- voted in Poll Poll and Poll votes cast
_voting voting .
[:9'“ T 7773902" 43 2282972 2286874 97.44
(ii) Voted againstthe resolution: ,,W’fi'e’r"7"fitfifiiséf’ "‘37"Wtjmbé'r”' of Number of votes Total Ntimber of votes % of total
members votes cast by members cast by them in cast by them in E-voting numberofvalid
voted in E- them in E- voted in Poll Poll and Poll votes cast
voting voting # _
1 60000 ' 6" ' ’ ‘ 0' “ 60000 2.58 " ”
(iii) Invalid votes:Number of Number of Number # Act NfifiubeFo'rvetes i Tetai Ne'r‘nrber”0f 'iiéié’s’T54777.7‘rtbtali
members votes cast by members cast by them in cast by them in E—voting numberofvalid
voted in E- them in E- voted in Poll Poll and Poll votes cast
voting voting0 0 fl" 70w WW MV_70 _W m “7770 v7 _, 7 h Ada V
A softcopy of the listof equityshareholderswhovoted“FOR",“AGAINST"andthosewhosevotesweredeclared
invalidfor each resolutionhas been emailed to the authorized representativeof the Company. Poll paper and other
relevant records have been duly handed over to the Company for safe keeping.
Note: Resolutions No 1 to 3 stated above are passed as Ordinary Resolution and Resolution No 4 as Special
