PCS Technology Ltd. — Regulatory Filings 2021

Sep 23, 2021

Annexure- A Annexure B

BRIEF PROCEEDINGS OF THE 40[TH] ANNUAL GENERAL MEETING OF THE COMPANY

The 40[th] Annual General Meeting (AGM) of the Company was held on Wednesday, 22nd September, 2021, through Video Conference (VC) /Other Audio Visual Means (OAVM) in accordance with the applicable provisions of Companies Act, 2013 read with the Rules issued thereunder and the Securities and Exchange Board of India [SEBI] (Listing Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued by the Ministry of Corporate Affairs and SEBI from time to time in this regard. The meeting commenced at 12.35 p.m.

Mr. Ashok Kumar Patni, Vice Chairman of the Company, chaired the proceedings of the meeting. He welcomed all the Directors and Shareholders of the Company to the AGM. He delegated the authority to Mr. Bhaskar Patel, CEO of the Company to conduct the proceedings of the AGM on his behalf.

All the other directors present in the Meeting introduced themselves and stated the location from where they were participating through video-conferencing. The CFO, CS, Statutory Auditors and Scrutinizer who were also present during the meeting through video-conferencing were announced by Mr. Patel.

Mr. Bhaskar Patel, CEO of the Company announced that the requisite quorum being present through Video Conference, he called the meeting to be in order.

Mr. Patel then informed the members as under:

• a.In view of the continuing COVID-19 pandemic, this meeting was conducted through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) facility without the physical presence of the Members at a common venue as permitted under relevant circulars issued by MCA and SEBI.

• b.In terms of the provisions of Section 108 of the Companies Act, 2013, Rules issued thereunder and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR’), the Company had provided e-voting facility to the members to exercise their right to vote on the resolutions proposed to be passed at the AGM through electronic voting system prior to the AGM (remote e-voting). The remote e-voting period which had commenced on Sunday, 19[th] September, 2021 at 10.00 a.m. ended on Tuesday, 21st September, 2021 at 5.00 p.m. Members who had not exercised their vote earlier, could also vote during the AGM (electronic voting).

• c. The Company had taken all feasible steps to ensure that the shareholders were provided an opportunity to participate in this AGM and vote.

• d.The detailed instructions for speakers and participants had been provided in the notice of AGM.

• e.The facility for appointment of proxy was not available at this meeting as per the MCA circular. The Company had received 3 (three) representations under Section 113 of the Companies Act, 2013 from the Company representing 57,04,679 no. of equity shares, authorizing their Representatives to attend and vote at the meeting.

The Notice convening the AGM and the Directors’ Report for the financial year ended 31st March, 2021, were taken as read as the same were already circulated to the members.

The Statutory and Secretarial Auditors’ Report were taken as read.

The CEO on behalf of the Chairman announced the commencement of electronic voting during the AGM as provided by CDSL.

Then the three resolutions as set out in the Notice of the 40[th] AGM were placed before the meeting for the Members approval.

The members were then requested to raise their queries on the Agenda Items as set out in the Notice convening the 40[th] AGM of the Company. Total 4 speaker shareholders spoke/raised queries/made comments on the financial performance and other relevant matters. Necessary clarifications/responses were provided to the members by the CEO of the Company.

The Board of Directors of the Company had appointed Ms. Ami M. Sheth, Practicing Company Secretaries as the Scrutinizer for scrutiny of the votes cast through the remote e-voting platform and also for electronic voting during the AGM and she would submit her Consolidated Report on remote e-voting and electronic voting during this meeting within the stipulated time. Further, Mr. Mehul Monani, Company Secretary was authorized to publish the results of voting along with Scrutinizer’s Report on the website of the Company and CDSL and also intimate to BSE.

The CEO on behalf of the Chairman thanked all the members for their participation at the AGM and for their attention and observations.

As informed by the CEO, voting on the CDSL platform continued for another 15 minutes after closure of the meeting to enable the members to cast their votes.

On completion of the Annual General Meeting, the e-voting process concluded at 01.25 p.m.

As per the Scrutinizer’s Report, following resolutions were passed with requisite majority:

• 1 Ordinary Resolution for Adoption of Audited Financial Statements of the Company together with the reports of Board of Directors and Auditors’ thereon and the Audited Consolidated Financial Statements of the Company with Auditor’s Report for the year ended 31[st] March, 2021.

• 2 Ordinary Resolution for re-appointment of Mr. Ashok Kumar Patni as a Director, who retires by rotation.

• Special Resolution for alteration of the Articles of Association of the Company by adopting new set of Articles of Association in alignment with the Companies Act, 2013.

Annexure B

PCS Technology Limited VOTING RESULTS OF THE 40TH AGM PURSUANT TO REGULATION 44 OF THE LISTING REGULATIONS

Date of the AGM	Wednesday, September 22, 2021
~~Total Number of Shareholders as on record date i.e. as on cut-off date 15th~~ September, 2021	26,124
No of shareholders present in the meeting either in person or through proxy:
- Promoters & Promoter Group:	Not Applicable
- Public:	Not Applicable
No of shareholders attended the meeting through video conferencing
- Promoters & Promoter Group:	9
- Public:	31

Resolution (1)

Resolution (1)
Adoption of AuditedStandalone Financial Statements of the Company together with the reports of Board of Directors and Auditors' thereon and also the Audited Consolidated Financial Statements of the Company with Auditor’s Report thereon for the year ended 31st March, 2021.
Resolution required: (Ordinary / Special)					Ordinary
Whether promoter/ promoter group are interested in the agenda/resolution?					No
	Category	Mode of Voting	Total No. of Equity Shares Held	No. of votes polled	% of Votes Polled on outstanding shares	No. of Votes - in favour	No. of Votes - against	% of Votes in favour on votes polled	% of Votes against on votes polled
			[1]	[2]	[3]=[(2)/(1)]*100	[4]	[5]	[6]=[(4)/(2)]*1 00	[7]=[(5)/(2)]*1 00
1	Promoter and Promoter Group	E-Voting	14,699,939	12,962,243	88.18	12,962,243	0	100.00	0.00
		Poll		0	0	0	0	0	0
		Postal Ballot(if applicable)		0	0	0	0	0	0
		Total		12,962,243	88.18	12,962,243	0	100.00	0.00
2	Public - Institutions	E-Voting	346,661	0	0	0	0	0	0
		Poll		0	0	0	0	0	0
		Postal Ballot (if applicable)		0	0	0	0	0	0
		Total		0	0	0	0	0	0
3	Public- Non Institutions	E-Voting	5,904,077	18,425	0.31	18,265	160	99.13	0.87
		Poll		0	0	0	0	0	0
		Postal Ballot(if applicable)		0	0	0	0	0	0
		Total		18,425	0.31	18,265	160	99.13	0.87
	Total	E-Voting	20,950,677	12,980,668	61.96	12,980,508	160	100.00	0
		Poll		0	0	0	0	0	0
		Postal Ballot(if applicable)		0	0	0	0	0	0
		Total		12,980,668	61.96	12,980,508	160	100.00	0.00

Resolution (2)
Re-appointment of Mr. Ashok kumar Patni as a Director who retires by rotation
Resolution required: (Ordinary / Special)					Ordinary
Whether promoter/ promoter group are interested in the agenda/resolution?					No
	Category	Mode of Voting	Total No. of Equity Shares Held	No. of votes polled	% of Votes Polled on outstanding shares	No. of Votes - in favour	No. of Votes - against	% of Votes in favour on votes polled	% of Votes against on votes polled
			[1]	[2]	[3]=[(2)/(1)]*1 00	[4]	[5]	[6]=[(4)/(2)]*1 00	[7]=[(5)/(2)]*1 00
1	Promoter and Promoter Group	E-Voting	14,699,939	12,962,243	88.18	12,962,243	0	100.00	0.00
		Poll		0	0	0	0	0	0
		Postal Ballot(if applicable)		0	0	0	0	0	0
		Total		12,962,243	88.18	12,962,243	0	100.00	0.00
2	Public - Institutions	E-Voting	346,661	0	0	0	0	0	0
		Poll		0	0	0	0	0	0
		Postal Ballot (if applicable)		0	0	0	0	0	0
		Total		0	0	0	0	0	0
3	Public- Non Institutions	E-Voting	5,904,077	18,425	0.31	18,265	160	99.13	0.87
		Poll		0	0	0	0	0	0
		Postal Ballot(if applicable)		0	0	0	0	0	0
		Total		18,425	0.31	18,265	160	99.13	0.87
	Total	E-Voting	20,950,677	12,980,668	61.96	12,980,508	160	100.00	0.00
		Poll		0	0	0	0	0	0
		Postal Ballot(if applicable)		0	0	0	0	0	0
		Total		12,980,668	61.96	12,980,508	160	100.00	0.00

Resolution (3)

Resolution (3)
Alteration of the Articles of Association of the Company by adopting new set of Articles of Association in alignment with the Companies Act, 2013
Resolution required: (Ordinary / Special)					Special
Whether promoter/ promoter group are interested in the agenda/resolution?					No
	Category	Mode of Voting	Total No. of Equity Shares Held	No. of votes polled	% of Votes Polled on outstanding shares	No. of Votes - in favour	No. of Votes - against	% of Votes in favour on votes polled	% of Votes against on votes polled
			[1]	[2]	[3]=[(2)/(1)]*1 00	[4]	[5]	[6]=[(4)/(2)]*1 00	[7]=[(5)/(2)]*1 00
1	Promoter and Promoter Group	E-Voting	14,699,939	12,962,243	88.18	12,962,243	0	100.00	0.00
		Poll		0	0	0	0	0	0
		Postal Ballot(if applicable)		0	0	0	0	0	0
		Total		12,962,243	88.18	12,962,243	0	100.00	0.00
2	Public - Institutions	E-Voting	346,661	0	0	0	0	0	0
		Poll		0	0	0	0	0	0
		Postal Ballot (if applicable)		0	0	0	0	0	0
		Total		0	0	0	0	0	0
3	Public- Non Institutions	E-Voting	5,904,077	18,425	0.31	18,185	240	98.70	1.30
		Poll		0	0	0	0	0	0
		Postal Ballot(if applicable)		0	0	0	0	0	0
		Total		18,425	0.31	18,185	240	98.70	1.30
	Total	E-Voting	20,950,677	12,980,668	61.96	12,980,428	240	100.00	0.00
		Poll		0	0	0	0	0	0
		Postal Ballot(if applicable)		0	0	0	0	0	0
		Total		12,980,668	61.96	12,980,428	240	100.00	0.00

Annexure-C

Mobile: + 91 9892770645 E-mail: csamisheth@gmail.com shethmm_cs@yahoo.co.in

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[A. M. Sheth & Associates ]

Company Secretaries

C-510, Fifth Floor, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (West), Mumbai -400053

A. M. SHETH Proprietor

Date: 22[nd] September, 2021

To, The Chairman of 40[th] Annual General Meeting of PCS Technology Limited CIN: L74200MH1981PLC024279

Regd. off: 82/6/1, Solar Park, Shop no.6 Pune-Alandi Road, Dattanagar, Dighi Pune- 411015, Maharashtra

’ - Subject: Consolidated Scrutinizer s Report for Remote E voting and Electronic Voting at the 40[th] Annual General Meeting (AGM) of the Company held on 22[nd] September, 2021

The Board of Directors of the Company at their meeting held on 31[st] May, 2021 had appointed me as Scrutinizer for remote e-voting and also for electronic voting at the AGM in respect of the below mentioned three resolutions proposed at the 40[th] AGM of the Company held on Wednesday, 22[nd] September, 2021 at 12.30 p.m. through video conferencing/ other audio visual means.

Pursuant to Section 108 of the Companies Act, 2013 [the Act] read with Rule 20 of the Companies (Management and Administration) Rules, 2014 [the Rules], as amended, the Company has confirmed that the Notice convening the 40[th] AGM of the Company along with the instructions for the remote e-voting and electronic voting at the AGM and the Annual Report for the financial year 2020-21 were sent through electronic mode to those Members whose e-mail addresses were registered with the Company/Depository Participant(s) for communication purposes in compliance with MCA Circular dated 5[th ] May 2020 read with Circulars dated 8[th ] April 2020, 13[th ] April 2020 and 13[th] January,

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[A. M. Sheth & Associates ] Company Secretaries

2021 (collectively referred to as 'MCA Circulars') and SEBI Circulars dated 12[th ] May, 2020 and 15[th] January, 2021.

The Company has published a notice in this regard, in the newspapers on 24[th] August, 2021 in the manner as prescribed under the Rules.

Pursuant to Section 108 of the Act read with the Rules and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has provided remote e-voting facility and also electronic voting facility at the AGM to its members in respect of business to be transacted at AGM.

The Company had appointed Central Depository Services (India) Limited (CDSL) as the service provider for the facility of remote e-voting to its Members as well as electronic voting facility at the AGM to those Members of the Company who had not cast their vote through remote e-voting.

Cut –off date: 15[th] September, 2021 Remote e-voting commencement date: 19[th] September, 2021 at 10.00 a.m. Remote e-voting end date: 21[st] September, 2021 at 5.00 p.m.

On completion of electronic voting at the AGM, the results of the remote e-voting and electronic voting by Members at the AGM, on the CDSL e-voting platform were unblocked by me, downloaded and diligently scrutinized.

The Management of the Company is responsible to ensure compliance with the requirements of the Act, Rules, Circulars issued by MCA & SEBI relating to remote e- voting and electronic voting at the AGM on the resolutions contained in the notice of the AGM. My responsibility as scrutinizer for the remote e-voting and electronic voting at the AGM is restricted to making a Consolidated Scrutinizer’s Report of the votes cast in favour or against the resolutions.

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[A. M. Sheth & Associates ] Company Secretaries

The results of the remote e-voting and electronic voting are as under:

– Ordinary Business Ordinary Resolution no. 1

Adoption of Audited Standalone Financial Statements of the Company together with the reports of Board of Directors and Auditors thereon and Audited Consolidated Financial Statements of the Company with Auditor’s Report thereon for the year ended 31[st] March, 2021

No. of Members who cast Vote	No. of equity shares voted	% of Total Paid-up Equity Share Capital
71	1,29,80,668	61.96 %

	Remote E-voting	Remote E-voting	Electronic Voting at the AGM	Electronic Voting at the AGM	Total
	No of members	No of equity shares	No of members	No of equity shares	No of equity shares	%
Assent	69	1,29,80,508	0	0	1,29,80,508	100.00
Dissent	2	160	0	0	160	0.00*
Total	71	1,29,80,668	0	0	1,29,80,668	100.00

• negligible

– Ordinary Business Ordinary Resolution no. 2

Re-appointment of Shri Ashok kumar Patni as a Director, who retires by rotation.

No. of Members who cast Vote	No. of Members who cast Vote	No. of Members who cast Vote	No. of equity shares voted	No. of equity shares voted	No. of equity shares voted	% of Total Paid-up Equity Share Capital	% of Total Paid-up Equity Share Capital	% of Total Paid-up Equity Share Capital
	71			1,29,80,668			61.96 %
	Remote E-voting			Electronic Voting at the AGM			Total
	No of members	No of equity shares		No of members	No of equity shares		No of equity shares	%
Assent	69	1,29,80,508		0	0		1,29,80,508	100.00
Dissent	2	160		0	0		160	0.00*
Total	71	1,29,80,668		0	0		1,29,80,668	100.00

• negligible

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[A. M. Sheth & Associates ] Company Secretaries

– Special Business Special Resolution no. 3

Alteration of the Articles of Association of the Company by adopting new set of Articles of Association in alignment with the Companies Act, 2013

No. of Members who cast Vote No. of equity shares voted % of Total Paid-up Equity Share Capital 71 1,29,80,668 61.96 %

	Remote E-voting	Remote E-voting	Electronic Voting at the AGM	Electronic Voting at the AGM	Total
	No of members	No of equity shares	No of members	No of equity shares	No of equity shares	%
Assent	68	1,29,80,428	0	0	1,29,80,428	100.00
Dissent	3	240	0	0	240	0.00*
Total	71	1,29,80,668	0	0	1,29,80,668	100.00

• negligible

All the above 3 Resolutions have been passed by the members with requisite majority.

I hereby confirm that I am maintaining the Registers received from the Service Provider electronically, in respect of the votes cast through remote e-voting and electronic voting at the AGM. I shall be arranging to hand over these records to you or such other person authorised by you.

FOR A. M. SHETH & ASSOCIATES

(Company Secretaries)

SHETH AMI Digitally signed by SHETH AMI MANUBHA MANUBHAI I Date: 2021.09.22 16:28:05 +05'30'

A. M. SHETH

(Prop)

ACS No. 24127, CP No. 13976

Place: Mumbai

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