Sandesh Ltd. — AGM Information 2018

Sep 29, 2018

September 29, 2018

E-FILING

To, The Manager, Corporate Relationship Dept., BSE LIMITED, Phiroze Jeejeebhoy Towers, "Exchange Plaza", C-1, Block- G, Dalal Street, MUMBAI- 400 001

The Manager, Listing Department, NATIONAL STOCK EXCHANGE OF INDIA LTD., Bandra-Kurla Complex, Bandra (E), MUMBAI- 400 051

NSE Symbol : SANDESH (EQ.)

Re: Disclosure of Events and Information of the 75th Annual General Meeting of the Company

'Dear Sir I Madam,

Script Code : 526725

Apropos the captioned subject and in furtherance to the Notice of 75th Annual General Meeting (AGM) of the Company, the 75th AGM was held on Friday, September 28 , 2018 at 10:00 a.m. at Gujarat Law Society Auditorium , G.L.S. College Campus, Opp. Law Garden, Ellisbridge, Ahmedabad-380006 (Gujarat).

In compliance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), please find enclosed herewith the following:

• 1. Proceedings of the 75th AGM of the Company as required under Regulation 30 of the Listing Regulations
• 1. Voting Results as required under Regulation 44 of the Listing Regulations along with copies of the Reports of the Scrutinizer;
• 1. Declaration of Voting Results by the Chairman of the 75th AGM
• 1. Details pursuant to Regulation 30 of Listing Regulations for the following Directors who have been reappointed at the 75th AGM :
  • a. Ms. Pannaben F. Patel (DIN: 00050222), who was liable to retire by rotation and being eligible offered herself for the reappointment, was duly re-appointed.
  • b. Mr. Mukeshbhai Patel (DIN 00053892) was re-appointed as the Independent Director of the Company.
  • c. Mr. Sudhirbhai Nanavati (DIN 00050236) was re-appointed as the Independent Director of the Company.
  • d. Mr. Shreyasbhai Pandya (DIN 00050244) was re-appointed as the Independent Director of the Company.
  • e. Mr. Sandeepbhai Singhi (DIN 01211070) was re-appointed as the Independent Director of the Company.
• 1. Details pursuant to Regulation 30 of Listing Regulations regarding the appointment of M/s. S G D G & ASSOCIATES LLP, Chartered Accountants (Firm Registration No. W1 00188, LLPIN: AAI-3248) as the Statutory Auditors of the Company at the 75th AGM, to hold the office for a term of five consecutive years from the conclusion of the 75th Annual General Meeting of the Company till the conclusion of 80th Annual General Meeting.

Further pursuant to BSE Circular LIST/COMP/14/2018-19 dated June 20, 2018, we hereby affirm that the Directors of the Company, who were re-appointed at the 75th AGM of the Company, as aforesaid, were not debarred from accessing the capital markets and I or restraining from holding position of Directors in any listed Company.

The Voting Results as enclosed herewith are also posted on the website of the Company.

We request to take on your record the above.

Thanking you, Yours sincerely, For, THE SANDESH LIMITED

ENCL: AS ABOVE

CCTO: Central Depos1 Services (India) Lim1ted (vi -mail and e-filing), Marathon Futurex, -Wing, 25th floor. NM Joshi rg , Lower Pare!, Mumbai 400013

THE SANDESH LIMITED (CIN : L22121GJ1943PLcooo1B3)

REGD. OFFICE : SANDESH BHAVAN, LAD SOCIETY ROAD, 8/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD-380 054. PHOt:JE : (079).40004319, 40004175, FAX NO.: 91-079-40004242 E-mail: secretarial@sandesh.com, cs@sandesh.com VISIT US : VVVVVV.SANDESH.COM

PURSUANT TO REGULATION 30 OF THE LISTING REGULATIONS- PROCEEDINGS OF THE 75TH AGM OF THE COMPANY

Annual General Meeting day, date & time: Friday, September 28, 2018, which commenced at 10.00 a.m. and concluded at 10:50 a.m. •

Venue: Gujarat Law Society Auditorium, G.t.:.S. College Campus, Opp. Law Garden, Ellisbridge, Ahmedabad-380006 (Gujarat-lndia)

~hairman: Mr. Falgunbhai C. Patel, Chairman & Managing Director

The requisite quorum being present, the Chairman called 751 h Annual General Meeting (AGM) to an order.

The Chairman thereafter welcomed the Members and other invitees to the 751 h AGM of the Company. He introduced the following dignitaries present on the dais:

Mr. Parthiv F. Patel	Managing Director & Member
Mr. Sudhirbhai Nanavati	Independent Director & Member
Mr. Sandeepbhai Singhi	Independent Director
Mr. Mukeshbhai Patel	Independent Director & Member
Mr. Shreyasbhai Pandya	Independent Director
Mr. Yogesh Jani	Whole Time Director & Member

The Chairman informed the Members that due to pre-occupation, Mrs. Pannaben F. Patel, Director of the Company could not attend this Meeting. ·

		RESULTS OF THE MEETING
Sr.No.	Agenda	Resolutionrequired(Ordinary/Special)	Mode of voting	Remarks
1.	consideradoptToandAuditedFinancialStatements(includingconsolidated financial statements) forthe financial year ended March 31,2018 together with the reports of theBoard and Auditors thereon	Ordinary	Remote e-voting andvoting by the way ofpoll at the AGM	Passedwithrequisite majority
2.	To confirm the Interim Dividend of Rs.5/-(Rupees Five Only) for everyequity share of the Face Value of Rs.10/- each paid to the Shareholders ofthe Company, as a Final Dividend forthe Financial Year 2017-18.	Ordinary	Remote e-voting andvoting by the way ofpoll at the AGM	Passedwithrequisite majority
3	To appoint a Director in place of Mrs.Pannaben F. Patel (DIN: 00050222),who retires by rotation and beingofferseligible,herselfforreappointment	Ordinary	Remote e-voting andvoting by the way ofpoll at the AGM	Passedwithrequisite majority
4	To appoint M/s. S G D G Associates&RegistrationLLP(FirmNo.W100188LLPIN:AAI-3248),Chartered Accountants, as StatutoryAuditors of the Company and fix theirremuneration.	Ordinary	Remote e-voting andvoting by the way ofpoll at the AGM	Passedwithrequisite majority-'·~. ;, \	. .'?.~~~<'~~.- K.~~~~ I., ,.::: 'Jt,-.,.1 •. 0,.

THE SANDESH LIMITED (CIN : L22121GJ1943PLC0001B3) ··-.~··

REGD. OFFICE : SANDESH BHAVAN, LAD SOCIETY ROAD, 8/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD-380 054. PHOtJE : (079).40004319, 40004175, FAX NO.: 91-079-40004242 E-mail : secretarial@sandesh.com, cs@sandesh.com VISIT US : \J\J.'IN.SANDESH.COM

		RESULTS OF THE MEETING
Sr.No.	Agenda	Resolutionrequired(Ordinary/Special)	Mode of voting	Remarks
5.	To re-appoint Mr. Mukeshbhai Patel(DIN: 00053892), as an IndependentDirector	Special	Remote e-voting andvoting by the way of_poll at the AGM	Passedwithrequisite majority
6.	re-appointSudhirbhaiToMr.an .Nanavati(DIN:00050236)asIndependent Director	Special	Remote e-voting andvoting by the way ofpoll at the AGM	Passedwithrequisite majority
7.	Tore-appointShreyasbhaiMr.(DIN: · 00050244),PandyaasanIndependent Director	Special	Remote e-voting andvoting by the way ofpoll at the AGM	Passedwithrequisite majority
8.	re-appointSandeepbhaiToMr.(DIN:01211070),Sing hiasanIndependent Director	Special	Remote e-voting andvoting by the way ofpoll at the AGM	Passedwithrequisite majority

THE SANDESH LIMITED (CIN: l22121GJ1943PLC000183) REGD. OFFICE : SANDESH BHAVAN, LAD SOCIETY ROAD, 8/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD-380 054. PHOtJE: (079).40004319, 40004175, FAX NO.: 91-079-40004242 E-mail: secretarial@sandesh.com, cs@sandesh.com VISIT US : \1\NVW.SANDESH.COM

PURSUANT TO REGULATION 44 OF THE LISTING REGULATIONS- FORMAT FOR VOTING RESULTS

Date of the AGM	September 28, 2018
Total number of shareholders on record date	5573
(Cut-off date: 21.09.2018)
No. of shareholders present in the meeting either in person or	35
--through proxy:	-
-Promoters and Promoter Group:	05
Public	30
No. of Shareholders attended the meeting through Video
Conferencing
. Promoters and Promoter Group:	Not Applicable
Public:

Agenda· wise disclosure (to be disclosed separately for each agenda item):

Resolution No. 1:

To consider and adopt Audited Financial Statements (including consolidated financial statements) for the financial year ended March
31 , 2018 together with the reports of the Board and Auditors thereon
Resolution required: (Ordinary/ Special)						Ordinary Resolution
Whether promoter I promoter group areinterested in the agenda I resolution?			No
Category	Voting	Mode of	No. ofsharesheld	No. ofvotespolled	%of VotesPolled onoutstandingshares	No. ofVotes- infavour	No. ofVotes-against	%of Votes infavour on votespolled	%of Votesagainst on votespolled
		(1)	(2)	(3)=[(2)/(1 )]*100	(4)	(5)	(6)=[(4)/(2)]*100	(7)=[(5)/(2)]*1 00
Promoter and	E-Voting	5663017	5663017	100.00	5663017	0	100 00	0
Promoter Group	Poll		-
	Total	5663017	5663017	100.00	5663017	0	100.00	0
Public-Institutions	E-Voting	1455
	Poll
	Total	1455
Public· Non	E-Voting	1904949	80270	4 21	80120	150	99 81	0 19
Institutions	Poll		2579	0.14	2579	0	100.00	0
	Total		82849	4.35	82699	150	99.82	0.18
Total		7569421	5745866	75.91	5745716	150	99.997	0.003

THE SANDESH LIMITED (CIN: L22121GJ1943PLC000183)

REGD. OFFICE : SANDESH BHAVAN, LAD SOCIETY ROAD, 8/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD-380 054. PHO~E: (079).40004319, 40004175, FAX NO.: 91-079-40004242 E-mail: secretarial@sandesh.com, cs@sandesh.com VISIT US: \IVVVVV.SANDESH.COM

Resolution No.2: To confirm the Interim Dividend of Rs 5/- (Rupees Five Only) for every equity share of the Face Value of Rs. 10/- each paid to the Shareholders of the Company, as a Final Dividend for the Financial Year 2017-18.

Resolution required: (Ordinary/ Special)			Ordinary Resolulion
Whetherpromoterinterested in the agenda I resolution?	I promoter group are		--No
Category	Mode ofVoting	held	No. ofshares	No. ofvotespolled	%of VotesPolled onoutstandingshares	No. ofVotes- infavour	No. ofVotes-against	%of Votes infavour on votespolled •	%of Votesagainst on votespolled
		(1)	(2).	(3)=[(2)/(1 )]'100	(4)	(5)	(6)-[(4)/(2)]'100	(7)=[(5)/(2)]'1 00
Promoter andPromoter Group	E-Voting	5663017	5663017	100 00	5663017	0	100 00	0
	Poll ·			-		-	-
	Total	5663017	5663017	100.00	5663017	0	100.00	0
Public- Institutions	E-Voting	1455		-		-		-
	Poll			-		-	-
	Total	1455				-
Public· Non	E-Voting	1904949	80270	4 21	79120	1150	98 57	143
Institutions	Poll		2579	0 14	2579	-	100 00	0
	Total		82849	4.35	81699	1150	98.61	1.39
Total		7569421	5745866	75.91	5744716	1150	99.98	0.02

Resolution No.3: To appoint a Director in place of Mrs. Pannaben F. Patel (DIN: 00050222), who retires by rotation and being eligible, offers herself for re-appointment

	Resolution required: (Ordinary/ Special)			Ordinary Resolution
Whether promoter I promoter group areinterested in the agenda I resolution?			Yes
Category	Mode ofVoting	No. ofsharesheld	No. ofvotespolled	%of VotesPolled onoutstandingshares	No. ofVotes- infavour	No. ofVotes-against	%of Votes infavour on votespolled	%of Votesagainst on votespolled
		(1)	(2)	(3)-[(2)/(1 )]*100	(4)	(5)	(6)-[(4)/(2)]*100	(7)=[(5)/(2)]'100
Promoter and	E-Voting	5663017	5663017	100 00	5663017	0	• 100.00	0
Promoter Group	Poll		-					-
	Total	5663017	5663017	100.00	5663017	0	100.00	0
Public- Institutions	E-Voting	1455	-	-				-
	Poll		-	-				-
	Total	1455						-
Public· Non	E-Voting	1904949	80270	4.21	79120	1150	98.57	143
Institutions	Poll		2579	0.14	2579	-	100.00	0
	Total		82849	4.35	81699	1150	98.61	1.39
Total		7569421	5745866	75.91	5744716	1150	99.98	0.02

THE SANDESH LIMITED (CIN: l22121GJ1943PLC000183)

REGD. OFFICE : SANDESH BHAVAN, LAD SOCIETY ROAD, B/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD-380 054. PHOt:JE: (079).40004319, 40004175, FAX NO.: 91-079-40004242 E-mail: secretarial@sandesh.com, cs@sandesh.com VISIT US: WWW.SANDESH.COM

Resolution No.4: To appoint M/s. S G D G Associates & LLP (Firm Registration No. W100188 LLPIN: AAI-3248), Chartered Accountants, as Statutory Auditors of the Company and fix their remuneration

Resolution required: (Ordinary/ Special)			Ordinary Resolution
Whether promoter I promoter group areinterested in the agenda I resolution?			No
Category	Mode ofVoting	No. ofsharesheld	No. ofvotespolled	%of VotesPolled onoutstandingshares	No. ofVotes- infavour	No. ofVotes-against	%of Votes infavour on votespolled	%of Votesagainst on votespolled
		(1)	(2)	(3)-[(2)/(1)]*100	(4)	(5)	(6)=[(4)/(2))*1 00	(7)=[(5)/(2)]'100
Promoter and	E-Voting	5663017	5663017	100 00	566301 7	0	100 00	0
Promoter Group	Poll				-
	Total	5663017	5663017	100.00	566301 7	0	100.00	0
Public- Institutions	E-Voting	1455				-
	Poll		-		-
	Total	1455
Public- Non	E-Voting	1904949	80270	4 21	79120	1150	98.57	143
Institutions	Poll		2579	0 14	2579		100 00	0
	Total		82849	4.35	81699	1150	98.61	1.39
Total		7569421	5745866	75.91	5744716	1150	99.98	0.02

Resolution No.5: To re-appoint Mr. Mukeshbhai Patei(DIN: 00053892), as an Independent Director of the Company
Resolution required: (Ordinary/ Special)						Special Resolution
	Whether promoter I promoter group areinterested in the agenda I resolution?			No
Category	Mode ofVoting	No. ofsharesheld	No. ofvotespolled	%of VotesPolled onoutstandingshares	No. ofVotes- infavour	No. ofVotes-against	%of Votes infavour on votespolled	%of Votesagainst on votespolled
		(1)	(2)	(3)=[(2)/(1))'100	(4)	(5)	(6)=[(4)/(2)t100	(7)=[(5)/(2))'100
Promoter and	E-Voting	5663017	5663017	100 DO	5663017	0	100.00	0
Promoter Group	Poll
	Total	5663017	5663017	100.00	5663017	0	100.00	0
Public- Institutions	E-Voting	1455			-	-
	Poll		-	-
	Total	1455
Public- Non	E-Voting	1904949	80270	4 21	79120	1150	98 57	1.43
Institutions	Poll		2579	0 14	2579		100.00	0
	Total		82849	4.35	81699	1150	98.61	1.39
Total		7569421	5745866	75.91	5744716	1150	99.98	0.02

THE SANDESH LIMITED (GIN: L22121GJ1943PLC000183)

REGD. OFFICE : SANDESH BHAVAN, LAD SOCIETY ROAD, 8/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD-380 054. PHO~E: (079).40004319, 40004175, FAX NO.: 91-079-40004242 E-mail : secretarial@sandesh.com, cs@sandesh.com VISIT US : V\IWW.SANDESH.COM

				Resolution No.6: To re-appoint Mr. Sudhirbhai Nanavati (DIN: 00050236) as an Independent Director of the Company			----
Resolution required: (Ordinary/ Special)			Special Resolution
Whether promoter I promoter group areinterested in the agenda I resolution?				No
Category	Mode ofVoting	No. ofsharesheld	No. ofvotespolled	%of VotesPolled onoutstandingshares	No. ofVotes- infavour	No. ofVotes-against	%of Votes infavour on votespolled	%of Votesagainst on votespolled
		(1)	(2)	(3)=[(2)/(1 ))'100	(4)	(5)	(6)-[(4)/(2))'1 00	(7)=[(5)/(2))'1 00
Promoter and	E-Voting	5663017	5663017	100 00	5663017	0	100 00	0
Promoter Group	Poll
	Total ·	5663017	5663017	100.00	5663017	0	100.00	0
Public-Institutions	E-Voting	1455					-
	Poll						-
	Total	1455	-			-
Public- Non	E-Voting	1904949	80270	4 21	79120	1150	98 57	1.43
Institutions	Poll		2579	0 14	2579		100 00	0
	Total		82849	4.35	81699	1150	98.61	1.39
Total		7569421	5745866	75.91	5744716	1150	99.98	0.02

Resolution No. 7: To re-appoint Mr. Shreyasbhai Pandya (DIN: 00050244), as an Independent Director of the Company
Resolution required: (Ordinary/ Special)			Special Resolution
Whether promoter I promoter group areinterested in the agenda I resolution?			No
Category	Mode ofVoting	No. ofsharesheld	No. ofvotespolled	%of VotesPolled onoutstandingshares	No. ofVotes- infavour	No. ofVotes-against	%of Votes infavour on votespolled	%of Votesagainst on votespolled
		(1)	(2)	(3) [(2)/(1)]"100	(4)	(5)	(6)=[(4)/(2)]'100	(7)-[(5)/(2)]*100
Promoter and	E-Voting	5663017	5663017	100 00	5663017	0	• 100.00	0
Promoter Group	Poll		-	-			-
	Total	5663017	5663017	100.00	5663017	0	100.00	0
Public- Institutions	E-Voting	1455					-	-
	Poll					-
	Total	1455	-		-
Public- Non	E-Voting	1904949	80270	4 21	79120	1150	98.57	1.43
Institutions	Poll		2579	0 14	2579		100.00	0
	Total		82849	4.35	81699	1150	98.61	1.39
Total		7569421	5745866	75.91	5744716	1150	99.98	0.02

THE SANDESH LIMITED (CIN: l22121GJ1943PLCDD0183)

REGD. OFFICE : SANDESH BHAVAN, LAD SOCIETY ROAD, B/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD-380 054. PHO~E: (079).40004319, 40004175, FAX NO.: 91-079-40004242 E-mail: secretarial@sandesh.com, cs@sandesh.com VISIT US : IANVW.SANDESH.COM

Resolution No.8: To re-appoint Mr. Sandeepbhai Singhi (DIN: 01211070), as an Independent Director of the Company
Resolution required: (Ordinary/ Special)						Special Resolution
Whether promoter I promoter group areinterested in the agenda I resolution?				No
Category	Mode ofVoting		No. ofsharesheld	No. ofvotespolled	%of VotesPolled onoutstandingshares	No. ofVotes- infavour	No. ofVotesagainst	%of Votes infavour on vot,espolled	%of Votesagainst on votespolled
			(1)	(2)	I (3)=[(2)1(1 ))'100	(4)	(5)	(6)=[(4)1(2)]*100	(7)=[(5)1(2)]*100
Promoter and	E-Voti~g	5663017	5663017	100.00	5663017	0	100.00	0
Promoter Group	Poll
	Total	5663017	5663017	100.00	5663017	0	100.00	0
Public- Institutions	E-Voting	1455
	Poll
	Total	1455
~~~-------r~~r ----Public- Non	E-Voting	1904949		4 21	79120	1150	98.57	1.43
Institutions	Poll		2579	014	2579		100.00	0
	Total		82849	4.35	81699	1150	98.61	1.39
Total		7569421	5745866	75.91	5744716	1150	99.98	0.02

Note: All the Ordinary & Special Resolutk>ns as per lhe Notice convening lhe 75~ Annual General Meeting have been carried wijh requisite majority

THE SANDESH LIMITED (CIN: L22121GJ1943PLC000183) REGD. OFFICE : SANDESH BHAVAN, LAD SOCIETY ROAD, 8/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD-380 054. PHO~E: (079).40004319, 40004175, FAX NO.: 91-079-40004242 E-mail: secretarial@sandesh.com, cs@sandesh.com VISIT US : \1\1\NVV.SANDESH.COM

Company Secretaries

B- 202, Silver Star, Opp. Kirti Platinum, Chandlodia-Gota Road, Ahmedabad-382481 Mob. : 9925066110 E-mail: ashwinpatel.cs@gmailcom

CONSOLIDATED SCRUTINIZER REPORT (For Remote E-voting & for Physical Ballot)

To,

Mr. Falgunbhai C. Patel Chairman & Managing Director (Chairman of 75th Annual General Meeting) THE SANDESH LIMITED (CIN: l22121GJ1943PLC000183) 'Sandesh Bhavan', Lad Society Road, B/h. Vastrapur Gam, P.O. Bodakdev, Ahmedabad- 380054 (Gujarat -India)

Consolidated Report of the Scrutinizer on remote e-voting and voting through Ballot Paper conducted pursuant to the provisions of Sections 108 and 109 of the Companies Act, 2013 read with Rules 20 and 21 of the Companies (Management and Administration) Rules, 2014, as amended, at the 75th Annual General Meeting of The Sandesh limited held on Friday, September 28, 2018, at 10:00 a.m. at Gujarat law Society Auditorium, G. l. S. College Campus, Opp. Law Garden, Ellisbridge, Ahmedabad- 380006 (Gujarat)

Dear Sir,

1. I, Ashwin J. Patel, Practicing Company Secretary and the proprietor of M/s. Ashwin J. Patel & Associates, Company Secretaries, having address at B-202, Silver Star, Opp. Kirti Platinum, Chandlodia-Gota Road, Ahmedabad - 382481 (Gujarat), appointed as the Scrutinizer by the Board of Directors of The Sandesh limited (the Company) for the purpose of scrutinizing the voting through remote e-voting process under the provisions of the sections 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, and also for the purpose of scrutinizing the voting through ballot papers under the provisions of Section 109 of the Companies Act, 2013 read with Rule 21 of the Companies (Management and Administration) Rules, 2014, as amended, at the 75th Annual General Meeting (AGM) of the Company, on the Resolutions contained in the Notice dated May 28, 2018 of the 75th AGM of the Company, held on Friday, September 28, 2018 at 10:00 A.M. at Gujarat Law Society Auditorium, G. L. S. College Campus, Opp. Law Garden, Ellisbridge, Ahmedabad- 380006 (Gujarat).

Page 1 of 5

Company Secretaries

B-202, Silver Star, Opp Kirti Platinum, Chandlodia -Gota Road, Ahmedabad-382481 Mob. : 9925066110 E-mail : ashwinpatel.cs@gmailcom

• 1. The Management of the Company is responsible to ensure the compliance with the requirements of the provisions of (i) the Companies Act, 2013 and the Rules relating to remote e-voting and voting by ballot papers, (ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) relating to remote e-voting, on the Resolutions contained in the Notice to the 75th AGM of the Company. My responsibility as a scrutinizer for the remote e-voting process and for voting through ballot papers at the 75th AGM is restricted to preparing a Scrutinizer's Report of the votes cast "in favour" or "against" the Resolutions stated in the Notice of the AGM, based on the reports generated from the website of the Central Depository Services (India) Limited (CDSL) i.e. www.evotingindia.com and voting through ballot papers conducted at the 75th AGM.
• 1. The Company had made arrangements with CDSL for providing a system of voting to the Members electronically through remote e-voting.
• 1. The Company had also provided voting facility to the Members of the Company who were present at the venue of the 75th AGM and who had not casted their votes through remote e-voting facility, to vote through ballot paper.
• 1. The Members of the Company holding shares as on the cut-off date i.e. Friday, September 21, 2018, were entitled to vote on the resolutions contained in the Notice of the 75th AGM.
• 1. I have issued separate Scrutinizer's Report dated September 28, 2018 i.e. (i) on voting by Electronic means (i.e. Remote e-voting) which commenced from Tuesday, September 25, 2018 (9:00A.M.) and ended on Thursday, September 27, 2018 (5:00P.M.), and (ii) on voting through ballot papers at the venue of the 75th AGM, on the resolutions contained in the Notice to the 75th AGM of the Company.
• 1. After conclusion of voting by ballot papers at the 75th AGM, the votes cast thereat were counted, where after the votes cast under remote e-voting facility were unblocked by me in the presence of two witnesses, Mr. Ghanshyam Patel and Mr. Digesh Shah, who are not in the employment of the Company.

Page 2 of 5

B-202, Silver Star. Opp. Kirti Platinum, Chandlodia-Gota Road, Ahmedabad-382481 Mob.: 9925066110 E-mail : ashwinpatel.cs@gmailcom

1. As requested by the Management of the Company, I submit herewith Consolidated Scrutinizer's Report on the results of remote e-voting together with that of voting by ballot papers at the venue of 75th AGM, stating total votes, invalid votes, votes in favour of the Resolutions (Number & percentage) and the votes against the Resolutions (Number & percentage) as under:

OS

Sr.	Item	Type of	Mode	Total	In favour			Against	Invalid I Abstain
No.		Resolution	ofvoting	ValidVoteCast	No. ofVotes infavour	%ofvotesinfavour	No. ofVotesAgainst	%ofvotesagainst	No. ofShareholders	No.ofvotescast
1	To considerand adopt	Ordinary	E-voting	5743287	5743137	99.997	150	0.003	0	0
	Audited		Poll	2579	2579	100.00	0	0.00	5	0
Ii	FinancialStatements(includingconsolidatedfinancialstatements)for thefinancial yearended March31,2018together withthe reports ofthe Boardand Auditorsthereon -		- Total	5745866	5745716	99.997	150	0.003	5	0
2	-To confirmthe Interim	Ordinary	E-voting	5743287	5742137	99.98	1150	0.02	0	0
	Dividend of		Poll	2579	2579	100.00	0	0.00	5	0
	Rs. 5/-perequity shareof Rs . 10/-ea ch paid onEquity Sharesof theCompany asa FinalDividend forthe Financial--Year 2017-18		Total	5745866	5744716	99.98	1150	0.02	5	0

Company Secretaries

B-202, Silver Star, Opp. Kirti Platinum, Chandlodia-Gota Road, Ahmedabad-382481 Mob. : 9925066110 E-mail: ashwinpateLcs@gmailcom

3	To appoint aDirector in	Ordinary	Evoting	5743287	5742137	99.98	1150	0.02	0	0
	place of Mrs.		Poll	2579	2579	100.00	0	0.00	5	0
	Pannaben F.Patel (DIN00050222).who retiresby rotationand beingeligible,offers herselffor reappointment		Total	5745866	5744716	99.98	1150	0.02	5	0
4	To appointM/s. SG D G	Ordinary	Evoting	5743287	5742137	99.98	1150	0.02	0	0
	Associates &		Poll	2579	2579	100.00	0	0.00	5	0
	LLP (FirmRegistrationNo. W100188LLPIN : AAI3248),CharteredAccountants,as StatutoryAuditors ofthe Companyand fixingtheirremuneration		Total	5745866	5744716	99.98	1150	0.02	5	0
5	To re-appointMr.	Special	Evoting	5743287	5742137	99.98	1150	0.02	0	0
	Mukeshbhai		Poll	2579	2579	100.00	0	0.00	5	0
	Patel (DIN00053892)asanIndependentDirector		Total	5745866	5744716	99.98	1150	0.02	5	0
	To re-appointMr.	Special	Evoting	5743287	5742137	99.98	1150	0.02	0	0
	Sudhirbhai		Poll	2579	2579	100.00	0	0.00	5	0
6	Nanavati(DIN00050236)asanIndependent		Total	5745866	5744716	99.98,	1150	0.02	5	0

Page 4 of 5

Company Secretaries

B-202, Silver Star, Opp. Kirti Platinum, Chandlodia-Gota Road, Ahmedabad-382481 Mob. : 9925066110 E-mail : ashwinpatel.cs@gmailcom

	1Director
	To re-appointMr.	sp·ecial	E-voting	5743287	5742137	99.98	1150	0.02	0	0
	Shreyasbhai		Poll	2579	2579	100.00	0	0.00	5	0
I	Pandya (DIN00050244)asanIndependentDirector		Total	5745866	5744716	99.98	1150	o.oz	5	0
	To re-appointMr.	Special	E-voting	5743287	5742137	99.98	1150	0.02	0	0
	Sandeepbhai		Poll	2579	2579	100.00	0	0.00	5	0
8	Singhi (DIN01211070) asanIndependentDirector		Total	5745866	5744716	99.98	1150	o.oz	5	0

• 1. It is further submitted that I have not found invalid vote/s and five Members who were present in the Annual General Meeting but abstained from voting.
• 1. The electronic data and all other relevant records relating to remote e-voting is under my safe custody and will be handed over to the Company Secretary of the Company for preserving safely after the Chairman of the 75th AGM considers, approves and signs the Minutes of the 75th AGM of the Company.

Thanking you,

Yours faithfully, For Ashwin J. Patel & Associates Company Secretaries

~ CS .cR:in J. ; ; tel

Proprietor FCS 6765 CP No.10782

Place :Ahmedabad Date: 28th September, 2018

Page 5 of 5

Company Secretaries B-202, Silver Star, Opp. Kirti Platinum, Chandlodia -Gota Road, Ahmedabad-382481 Mob.: 9925066110 E-mail: ashwinpatelcs@gmailcom

REPORT OF SCRUTINIZER ON REMOTE E-VOTING

[Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014]

To,

Mr. Falgunbhai C. Patel Chairman & Managing Director (Chairman of 75th Annual General Meeting) THE SANDESH LIMITED (CIN: L22121GJ1943PLC000183) 'Sandesh Bhavan', Lad Society Road, B/h. Vastrapur Gam, P.O. Bodakdev, Ahmedabad-380054 (Gujarat-lndia)

Dear Sir,

Re.: 75th Annual General Meeting of the Equity Shareholders of THE SANDESH LIMITED held on Friday, September 28, 2018 at 10:00 a.m. at Gujarat Law Society Auditorium, G. L. S. College Campus, Opp. Law Garden, Ellisbridge, Ahmedabad-380006 (Gujarat)

I, Ashwin J. Patel, Practicing Company Secretary and the proprietor of M/s. Ashwin J. Patel & Associates, Company Secretaries, having address at B-202, Silver Star, Opp. Kirti Platinum, Chandlodia - Gota Road, Ahmedabad - 382481 (Gujarat), appointed as the Scrutinizer for the purpose of scrutinizing the remote e-voting process in fair and transparent manner in respect of the below mentioned resolutions, at the 75th Annual General Meeting (AGM) of the Equity Shareholders of THE SANDESH LIMITED (the Company), held on Friday, September 28, 2018 at 10:00 a.m. at Gujarat Law Society Auditorium, G.L.S. College Campus, Opp. Law Garden, Ellisbridge, Ahmedabad-380006 (Gujarat), submit my report as under:

1. In accordance with the Notice of 75th AGM sent to the Equity Shareholders, the voting through electronic means (i.e. remote e-voting) commenced from Tuesday, September 25, 2018 (9:00a.m.) and ended on Thursday, September 27, 2018 (5:00p.m.). ~

Page 1 of 8

Company Secretaries B-202, Silver Star, Opp, Kirti Platinum, Chandlodia-Gota Road, Ahmedabad-382481 Mob, : 9925066110 E-mail: ashwinpateLcs@gmaiLcom

• 1. The Equity Shareholders holding shares as on cut-off date i.e. Friday, September 21, 2018, were entitled to vote on the resolutions as stated in the Notice of 75th AGM of the Company.
• 1. The votes were unblocked on September 28, 2018 in the presence of Mr. Ghanshyam Patel and Mr. Digesh Shah, who are not in the employment of the Company, and who have also signed this report as witnesses in confirmation of votes being unblocked in their presence.
• 1. The remote e-voting results I list downloaded from the website of Central Depository Services (India) Limited i.e. www.evotingindia.com, is being handed over to the Chairman of the 75th AGM of the Company along with this report.
• 1. The result of the e-voting is as under:

Resolution No. 1: Ordinary Resolution:

To consider and adopt Audited Financial Statements (including consolidated financial statements) for the financial year ended March 31, 2018 together with the reports of the Board and Auditors thereon

(i) Voted in favour of the resolution:

Number of members	Number of votes cast by	%of total number of
Voted through electronic	them	valid votes cast
mode
41	5743137	99.997

(ii) Voted against the resolution:

Number of members	Number of votes cast by	% oftotal number of
Voted through electronic	them	valid votes cast
mode
1	150	0.003

Company Secretaries

B-202, Silver Star, Opp. Kirti Platinum, Chandlodia-Gota Road, Ahmedabad-382481 Mob.: 9925066110 E-mail: ashwinpatelcs@gmailcom

(iii) Invalid votes:

OS

Total number of members voted through	Number of votes cast by them
electronic mode whose votes were declared
invalid
0	0

Resolution No. 2: Ordinary Resolution:

To confirm the Interim Dividend of Rs. 5/- per equity share of Rs. 10/- each paid on Equity Shares of the Company as a Final Dividend for the Financial Year 2017-18

(i) Voted in favour of the resolution:

Number of members	Number of votes cast by	% of total number of
Voted through electronic	them	valid votes cast
mode
40	5742137	99.98

(ii) Voted against the resolution:

Number of members	Number of votes cast by	% of total number of
Voted through electronic	them	valid votes cast
mode
2	1150	0.02

(ii i) Invalid votes:

Total number of members voted through	Number of votes cast by them
electronic mode whose votes were declared
invalid
0	0

Page 3 of 8

Company Secretaries B-202, Silver Star, Opp. Kirti Plahnum, Chandlodia -Gota Road, Ahmedabad-382481 Mob. : 9925066110 E-mail: ashwinpatelcs@gmailcom

Resolution No. 3: Ordinary Resolution:

To appoint a Director in place of Mrs. Pannaben F. Patel (DIN 00050222), who retires by rotation and being eligible, offers herself for re-appointment

(i) Voted in favour of the resolution:

Number of members	Number of votes cast by	% of total number of
Voted through electronic	them	valid votes cast
mode
40	5742137	99.98

(ii) Voted against the resolution:

Number of members	Number of votes cast by	% oftotal number of
Voted through electronic	them	valid votes cast
mode
2	1150	0.02

(iii) Invalid votes:

Total number of members voted through	Number of votes cast by them
electronic mode whose votes were declared
invalid
0	0

Resolution No. 4: Ordinary Resolution:

To appoint of M/s. S G D G Associates & LLP (Firm Registration No. W100188 LLPJN: AAI-3248}, Chartered Accountants, as Statutory Auditors of the Company and fixing their remuneration

(i) Voted in favour of the resolution:

Number of membersVoted through electronicmode	Number of votes cast bythem	%of total number ofvalid votes cast
40		99.98
		Page 4 of 8

Company Secretaries B-202, Silver Star, Opp. Kirti Platinum, Chandlodia-Gota Road, Ahmedabad-382481 Mob. : 9925066110 E-mail: ashwinpatelcs@gmailcom

( ii) Voted against the resolution:

Number of members	Number of votes cast by	%of total number of
Voted through electronic	them	valid votes cast
mode
2	1150	0.02

(iii) Invalid votes:

Total number of members voted through	Number of votes cast by them
electronic mode whose votes were declared
invalid
0	0

Resolution No. 5: Special Resolution:

I To re-appoint Mr. Mukeshbhai Patel (DIN 00053892) as an Independent Director

(i) Voted in favour of the resolution:

Number of members	Number of votes cast by	%of total number of
Voted through electronic	them	valid votes cast
mode
40	5742137	99.98

(ii) Voted against the resolution:

Number of members	Number of votes cast by	% of total number of
Voted through electronic	them	valid votes cast
mode
2	1150	0.02

(iii) Invalid votes:

Total number of members voted throughelectronic mode whose votes were declaredinvalid		Number of votes cast by them
0	;	0
			Page 5 of 8

Company Secretaries

B-202, Silver Star, Opp. Kirti Platinum, Chandlodia-Gota Road, Ahmedabad-382481 Mob. : 9925066110 E-mail : ashwinpateLcs@gmailcom

Resolution No. 6: Special Resolution:

I To re-appoint Mr. Sudhirbhai Nanavati (DIN 00050236) as an Independent Director

(i) Voted in favour of the resolution:

Number of members	Number of votes cast by	%of total number of
Voted through electronic	them	valid votes cast
mode
40	5742137	99.98

(ii) Voted against the resolution:

Number of members	Number of votes cast by	%of total number of
Voted through electronic	them	valid votes cast
mode
2	1150	0.02

(iii) Invalid votes:

Total number of members voted through	Number of votes cast by them
electronic mode whose votes were declared
invalid
0	0

Resolution No. 7: Special Resolution:

I To re-appoint Mr. Shreyasbhai Pandya (DIN 00050244) as an Independent Director

(i) Voted in favour of the resolution:

Number of members	Number of votes cast by	% of total number of
Voted through electronic	them	valid votes cast
mode
40	5742137	99.98

Page 6 of 8

Company Secretaries

B-202, Silver Star, Opp. Kirti Platinum, Chandlodia-Gota Road, Ahmedabad-382481 Mob.: 9925066110 E-mail: ashwinpatelcs@gmailcom

(ii) Voted against the resolution:

Number of membersVoted through electronic	Number of votes cast bythem	%of total number ofvalid votes cast
mode
2	1150	0.02

(iii) Invalid votes:

Total number of members voted through	Number of votes cast by them
electronic mode whose votes were declared
invalid
0	0

Resolution No. 8: Special Resolution:

I To re-appoint Mr. Sandeepbhai Singhi {DIN 01211070) as an Independent Director

(i) Voted in favour of the resolution:

Number of members	Number of votes cast by	%of total number of
Voted through electronic	them	valid votes cast
mode
40	5742137	99.98

(ii) Voted against the resolution:

Number of membersVoted through electronic	Number of votes cast bythem	%of total number ofvalid votes cast
mode
2	1150-	0.02

(iii) Invalid votes:

Total number of members voted throughelectronic mode whose votes were declared	Number of votes cast by them
invalid
	Page 7 of 8

Company Secretaries

B-202, Silver Star, Opp. Kirti Platinum, Chandlodia -Gota Road, Ahmedabad- 382481 Mob.: 9925066110 E-mail : ashwinpatelcs@gmailcom

• 1. A register is maintained electronically containing the list of equity shareholders who voted "For" or "Against" and those whose votes were declared invalid for each resolution is enclosed.
• 1. The said register, and relevant records relating to electronic voting shall remain in my safe custody and will be handed over to the Company Secretary of the Company for preserving safely after the Chairman of the 75th AGM considers, approves and signs the Minutes of the 75th AGM of the Company.

Thanking you,

Place : Ahmedabad Date: 28th September, 2018

We, the undersigned, witnesseth that the votes were unblocked from the website of Central Depository Services (India) Limited i.e. www.evotingindia.com, in our presence on September 28, 2018 at the office of the Scrutinizer.

Name of Witne~s -1:	Name of Witness -2:
(Signature)
Ghanshyam Patel	Oigesh Shah

Page 8 of 8

Company Secretaries

B-202, Silver Star, Opp, Kirti Platinum, Chandlodia -Gota Road, Ahmedabad-382481 Mob,: 9925066110 E-mail: ashwinpateLcs@gmailcom

FORM No. MGT-13

Report of Scrutinizer

[Pursuant to section 109 of the Companies Act, 2013 and Rule 21{2) of the Companies (Management and Administration) Rules, 2014)

To,

Mr. Falgunbhai C. Patel Chairman & Managing Director (Chairman of 75th Annual General Meeting) THE SANDESH LIMITED (CIN: L22121GJ1943PLC000183} 'Sandesh Bhavan', Lad Society Road, B/h. Vastrapur Gam, P.O. Bodakdev, Ahmedabad-380054 (Gujarat-lndia)

75th Annual General Meeting of the Equity Shareholders of THE SANDESH LIMITED held on Friday, September 28, 2018 at 10:00 a.m. at Gujarat Law Society Auditorium, G. L. S. College Campus, Opp. Law Garden, Ellisbridge, Ahmedabad-380006 (Gujarat)

Dear Sir,

I, Ashwin J. Patel, Practicing Company Secretary and proprietor of M/s. Ashwin J. Patel & Associates, Company Secretaries, having address at B-202, Silver Star, Opp. Kirti Platinum, Chandlodia- Gota Road, Ahmedabad- 382481 (Gujarat), appointed as the Scrutinizer for the purpose of the poll taken on the below mentioned resolutions, at the 75th Annual General Meeting (AGM) of the Equity Shareholders of THE SANDESH LIMITED, held on Friday, September 28, 2018 at 10:00 a.m. at Gujarat Law Society Auditorium, G.L.S. College Campus, Opp. Law Garden, Ellisbridge, Ahmedabad-380006 (Gujarat), submit my report as under:

• 1. After the time fixed for closing of the poll by the Chairman, one (1) ballot box kept for polling was locked in my presence with due identification marks placed by me.
• 1. The locked ballot box was subsequently opened in my presence and poll papers were diligently scrutinized. The poll papers were reconciled with the records maintained by the M/s. MCS Share Transfer Agent Limited, Registrar and Share ,

Page 1 of 7

Company Secretaries B-202, Silver Star, Opp. Kirti Platinum, Chandlodia-Gota Road, Ahmedabad-382481 Mob. : 9925066110 E-mail: ashwinpateLcs@gmailcom

Transfer Agents of the Company and the authorizations/proxie.s lodged with the Company

1. No poll paper was incomplete and/or which was otherwise found defective has been treated as invalid and hence not required to be kept separately.

The result of the Poll is as under:

Resolution No. 1: Ordinary Resolution:

To consider and adopt Audited Financial Statements (including consolidated financial statements) for the financial year ended March 31, 2018 together with the reports of the Board and Auditors thereon

(i) Voted in favour of the resolution:

Number of members	Number of votes cast by	% of total number of
present and voting	them	valid votes cast
(in person or by proxy)
17	2579	100

(ii) Voted against the resolution:

Number of members	Number of votes cast by	%of total number of
present and voting	them	valid votes cast
(in person or by proxy)
0	0	0

(iii) Invalid votes:

Total number of members (in person or byproxy) whose votes were declared invalid	Number of votes cast by them
0	0

Resolution No. 2: Ordinary Resolution:

To confirm the Interim Dividend of Rs. 5/- per equity share of Rs. 10/- each paid on Equity Shares of the Company as a Final Dividend for t he Financial Year 2017-18

Page 2 of 7

Company Secretaries

B-202, Silver Star, Opp, Kirti Platinum, Chandlodia-Gota Road, Ahmedabad-382481 Mob, : 9925066110 E-mail: ashwinpatelcs@gmailcom

( i) Voted in favour of the resolution:

Number of members	Number of votes cast by	%of total number of
present and voting	them	valid votes cast
(in person or by proxy)
17	2579	100

( ii) Voted against the resolution:

Number of members	Number of votes cast by	%of total number of
present and voting	them	valid votes cast
(in person or by proxy)
0	0	0

(iii) Invalid votes:

Total number of members (in person or by	Number of votes cast by them
proxy) whose votes were declared invalid
0	0

Resolution No. 3: Ordinary Resolution:

To appoint a Director in place of Mrs. Pannaben F. Patel (DIN 00050222), who retires by rotation and being eligible, offers herself for re-appointment

(i) Voted in favour of the resolution:

Number of members	Number of votes cast by	% of total number of
present and voting	them	valid votes cast
(in person or by proxy)
17	2579	100

(ii) Voted against the resolution:

Number of members	Number of votes cast by	%of total number of
present and voting	them	valid votes cast
(in person or by proxy)
0	0#	0

Page 3 of 7

Company Secretaries

B-202, Silver Star, Opp. Kirti Platinum, Chandlodia-Gota Road, Ahmedabad-382481 Mob.: 9925066110 E-mail: ashwinpatelcs@gmailcom

(iii) Invalid votes:

Total number of members (in person or by	Number of votes cast by them
proxy) whose votes were declared invalid
0	0

Resolution No. 4: Ordinary Resolution:

To appoint of M/s. S G D G Associates & LLP (Firm Registration No. W100188 LLPIN: AAI-3248), Chartered Accountants, as Statutory Auditors of the Company and fixing their remuneration

(i) Voted in favour of the resolution:

Number of members	Number of votes cast by	%of total number of
present and voting	them	valid votes cast
(in person or by proxy)
17	2579	100

(ii) Voted against the resolution:

Number of members	Number of votes cast by	% of total number of
present and voting	them	valid votes cast
(in person or by proxy)
0	0	0

(iii) Invalid votes:

Total number of members (in person or by	Number of votes cast by them
proxy) whose votes were declared invalid
0	0

Resolution No. 5: Special Resolution:

I To re-appoint Mr. Mukeshbhai Patel (DIN 00053892) as an Independent Director

(i) Voted in favour of the resolution:

Page 4 of 7

Company Secretaries

B-202, Silver Star, Opp. Kirti Platinum, Chandlodia-Gota Road, Ahmedabad-382481 Mob. : 9925066110 E-mail: ashwinpatelcs@gmailcom

Number of members	Number of votes cast by	%of total number of
present and voting	them	valid votes cast
(in person or by proxy)
17	2579	0

(ii) Voted against the resolution:

Number of members	Number of votes cast by	%of total number of
present and voting	them	valid votes cast
(in person or by proxy)
0	0	0

(iii) Invalid votes:

OS

Total number of members (in person or by	Number of votes cast by them
proxy) whose votes were declared invalid
0	0

Resolution No. 6: Special Resolution:

J To re-appoint Mr. Sudhirbhai Nanavati (DIN 00050236) as an Independent Director

(i) Voted in favour of the resolution:

Number of members	Number of votes cast by	%of total number of
present and voting	them	valid votes cast
(in person or by proxy)
17	2579	0

(ii) Voted against the resolution:

Number of members	Number of votes cast by	% of total number of
present and voting	them	valid votes cast
(in person or by proxy)
0	0	0

Page 5 of 7

Company Secretaries

B-202, Silver Star, Opp. Kirti Platinum, Chandlodia-Gota Road, Ahmedabad-382481 Mob.: 9925066110 E-mail: ashwinpateLcs@gmailcom

(iii) Invalid votes:

OS

Total number of members (in person or by	Number of votes cast by them
proxy) whose votes were declared invalid
0	0

Resolution No. 7: Special Resolution:

I To re-appoint Mr. Shreyasbhai Pandya (DIN 00050244) as an Independent Directo~

(i) Voted in favour of the resolution:

Number of members	Number of votes cast by	% oftotal number of
present and voting	them	valid votes cast
(in person or by proxy)
17	2579	100

(ii) Voted against the resolution:

Number of members	Number of votes cast by	%of total number of
present and voting	them	valid votes cast
(in person or by proxy)
0	0	0

(iii) Invalid votes:

Total number of members (in person or by	Number of votes cast by them
proxy) whose votes were declared invalid
0	0

Resolution No. 8: Special Resolution:

I To re-appoint Mr. Sandeepbhai Singhi (DIN 01211070) as an Independent Director

(i) Voted in favour of the resolution:

Number of members	Number of votes cast by	%of total number of
present and voting	them	valid votes cast
(in person or by proxy)17		100
		Page 6 of 7

Company Secretaries

B-202, Silver Star, Opp. Kirti Platinum, Chandlodia-Gota Road, Ahmedabad-382481 Mob. : 9925066110 E-mail: ashwinpateLcs@gmailcom

(ii) Voted against the resolution:

Number of members	Number of votes cast by	%of total number of
present and voting	them	valid votes cast
(in person or by proxy)
0	0	0

(iii) Invalid votes:

Total number of members (in person or by	Number of votes cast by them
proxy) whose votes were declared invalid
0	0

• 1. A Compact Disc (CD) containing a list of equity shareholders who voted "FOR", "AGAINST" and those whose votes were declared invalid for each resolution is enclosed.
• 1. The poll papers and all other relevant records were sealed and handed over to the Company Secretary authorized by the Board of Directors of THE SANDESH LIMITED for safe keeping.

Thanking you,

For Ashwin J. Patel & Associates Company Secretaries

B~

CS Ashwin J. Patel Proprietor FCS 6765 CP No.10782

Place : Ahmedabad Date: 28th September, 2018

Encl : As Above

75TH ANNUAL GENERAL MEETING HELD ON SEPTEMBER 28, 2018

...

Declaration of Result of Remote e-voting and Voting through Poll

Pursuant to the provisions of section 108 of the Companies Act, 2013 ("Act") read with the Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended ("Rules"), and Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, THE SANDESH LIMITED ("the Company") had provided remote e-voting facility to the Members to enable them to cast their vote electronically on the resolutions as stated in the notice of 75th Annual General Meeting ("AGM"). The remote e-voting was open from 9:00a.m. on Tuesday, Septembe[ 25, 2018 upto 5:00p.m. on Thursday, September 27, 2018.

Further to the remote e-voting facility as provided, the Company has also provided voting through Poll paper pursuant to the provisions of Section 109 of the Act and Rule 21 of the Rules, to the Members at the venue of 75111 AGM, to exercise their right to vote on the business items as stated in the Notice of the 75th AGM.

Pursuant to the General Circular No. 20/2014 of the Ministry of Corporate Affairs, dated June 17, 2014 voting by show of hands as per section 107 of the Companies Act, 2013 is not allowed in case where Rule 20 of the Rules relating to thee-voting facility is applicable.

The Board of Directors had appointed Mr. Ashwin J. Patel, Practicing Company Secretary and proprietor of M/s. Ashwin J. Patel & Associates, Company Secretaries, Ahmedabad, as Scrutinizer fore-voting and voting through poll. The Scrutinizer has carried out the scrutiny of all the electronic votes received till 5:00 p.m. on September 27, 2018 and on the voting through poll at the 75th AGM and submitted his reports on remote e-voting and also on voting through poll. The Reports of the Scrutinizer are enclosed.

The consolidated Voting Results (via remote e-voting and voting through poll at 75th AGM), as per the Scrutinizer's Report is as under:

Sr.	Item	Type of	Mode of	Total Valid	In favour			Against	Invalid I Abstain
	No.	II	Resolution	voting	Vote Cast	No. of Votesin favour	%ofvotes infavour	No. ofVotesAgainst	%ofvotesagainst	No. ofShareholders	No. ofvotescast
1	To oonslder and adopt	Ordinary	E-voting	5743287	5743137	99.997	150	0.003	0	0
	AuditedFinancialSta tements (including		Poll	2579	2579	100 00	0	0 00	5	0
	consolidated financialstatements) forthelinanctal year ended! r,1arch31 .2018. togetherwtththeJ reports ol the Boardand Audttors thereon		Total	5745866	5745716	99997	150	0.003	5	0-
2	To oonfirm the Interim	Ordinary	E-voting	5743287	5742137	99 98	1150	0.02	0	0
	Dividend of Rs. 5/- perequity share of Rs. 10/-		Poll	2579	2579	100 00	0	0.00	5	0
	each paid on EquitySharesoftheCompany as a FinalDividendfortheFinancial Year 2017-18		Total	5745866	5744716	99.98	1150	0.02	5	0
3	To appotnl a Director	Ordinary	E-voting	5743287	5742137	99.98	1150	0 02	0	0
	InPannaben FPatel	placeMrs.of(DIN 000502n), whoforreappointment	Poll	2579	2579	100.00	0	0.00	5	0
	retires by rotation andbeing ellgtble offersherself		Total'-	5745866	5744716	99 98	1150	0.02	5--	0--

THE SANOESH LIMITED (CIN : L22121GJ1943PLC000183l. ·~ ~~1-

,. ,/~J~~ .. ..... 1'~·:.,~· . 'l / , - + •1 :~~- ... t ~ <:.~ :;•, ~7~ ,., ... ~,

REGD. OFFICE : SANDESH BHAVAN, LAD SOCIETY ROAD, 8/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD-380 054. PHO E: (079),40004319, 40004175, FAX NO. : 91~079~400 42E-mail: secretarlal@sandesh.com, cs@sandesh.com VISIT US : VMW.SANDESH.COM

4	I To appoint M/s. S G D	Ordinary	E-voting	5743287	5742137	99.98	1150	0 02	0	0
	G Associates & LLP(Firm Registration No		1--Poll	2579	2579	100 00	0	0.00	5	0
	W100188 LLPIN: AAI3248),CharteredAccountants,asStatutory Auditors oftheCompanyandtheirfixingremuneration		Total	5745866	5744716	99.98	1150	0.02	5	0
5	re-appointMr.To	Special	E-voting	5743287	5742137	99.98	1150	0.02 .	0	0
	MukeshbhaiPatel(DIN 00053892) as anIndependent Director		Poll	2579	2579	100.00	0	0.00	5	0
			'Toial	5745866	5744716	99.98	1150	0.02	5	0
	re-appointToMr.	Special	E-voting	5743287	5742137	99.98	1150	0.02	0	0
6	SudhirbhaiNanavati(DIN 00050236) as anIndependent Director		Poll	2579	2579	100 00	0	0.00	5	0
			Total	5745866	5744716	99.98	1150	0.02	5	0
	re-appointMrTo	Special	E-voting	5743287	5742137	99.98	1150	002	0	0
J	ShreyasbhaiPandya(DIN 00050244) as anIndependent Director		Poll	2579	2579	100 DO	0	0.00	5	0
			Total	5745866	5744716	99.98	1150	0.02	5	0
	Mr.re-appointTo	Special	E-voting	5743287	5742137	99.98	1150	0.02	0	0
8	SandeepbhaiSing hi(DIN 01211070) as an		Poll	2579	2579	100.00	0	000	5	0
	Independent Director				Total	5745866	5744716	99.98	1150	002	5	0

Based on the Reports of the Scrutinizer, all Resolutions as set out in the Notice of 75th AGM have been duly approved by the Members with the requisite majority.

~

FALGUNBHAI . PATEL (DIN: 00050174) (Chairman of 75th Annual General Meeting) C/o. 'Sandesh Bhavan', Lad Society Road, B/h. Vastrapur Gam, P.O. Bodakdev, Ahmedabad-380054 (Gujarat-lndia)

Date: September 29, 2018 Place: Ahmedabad

THE SANDESH LIMITED (CIN : l22121GJ1943PLC000183) REGD. OFFICE: SANDESH BHAVAN, LAD SOCIETY ROAD, 8/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD-380 054. PHO~E: (079).40004319, 40004175, FAX NO.: 91-079-40004242 E-mail: secretarial@sandesh.com, cs@sandesh.com VISIT US : VV\NW.SANDESH.COM

.· .

PURSUANT TO REGULATION 30 OF LISTING REGULATIONS- DETAILS OF THE DIRECTORS WHO HAVE BEEN REAPPOINTED AT THE 75TH AGM

1. Details of Ms. Pannaben F. Patel (DIN: 00050222), who was liable to retire by rotation and being eligible offered herself for the reappointment, and was duly re-appointed:

Sr. No.	Particulars	Information
1	Reason forchange viz.,appointment	Pursuant to provisions of Section 152(6) of the Companies Act, 2013,Ms. Pannaben F. Patel, Director of the Company, was liable to retireby rotation and being eligible offered herself for re-appointment at the75th AGM
2	Date ofappointment &term ofappointment	Ms. Pannaben F. Patel, Director was appointed on 29.10.2010 andwhose period of office shall be liable to determination by retirement byrotation, who has been re-appointed at the 75th AGM
3	Brief Profile	Ms. Pannaben F. Patel is a holder of degree in the field of B.A. withEconomics. She is a social worker and associated with many socialgroups and charitable entities and is actively involved in variousphilanthropic activ~ies in the interest of the community.
4	Disclosure ofRelationshipsbetween Directors	Ms. Pannaben F. Patel is the spouse of Mr. Falgunbhai C. Patel, theChairman and Managing Director and the Mother of Mr. Parthiv F.Patel, the Managing Director of the Company.

2. Details of Mr. Mukeshbhai Patel (DIN: 00053892) who is re-appointed as an Independent Director of the Company:

Sr. No.	Particulars	Information
1	Reason for changeviz., appointment	Re-appointment of Mr. Mukeshbhai Patel as Independent Director fora further term of five consecutive years in accordance with section149 of the Companies Act, 2013
2	Date ofappointment &term ofappointment	Mr. Mukeshbhai Patel is re-appointed as an Independent Director fora consecutive period of five years commencing from April 1, 2019 tillMarch 31 , 2024 at the 75th AGM.
3	Brief Profile	Qualification:B. Com & LL.B.Resume, Experience and Nature of Expertise:An Eminent Advocate and International Tax Expert, Mr. MukeshbhaiPatel enjoys over four decades extensive experience in the legalprofession, with expertise in the fields of Tax Planning, AppellateMatters, International Taxation, Tax and Investment Planning forNon-Resident Indians and Foreign Collaborations.	('IE(>-~
		Over the past 40 years, he has been actively involved in Legal: tEducation and Tax Journalism, as a Visiting Faculty with the Gujar~t~Law Society, the Indian Institute of Management, Ahmedabad andthe Gujarat National Law University, as a Columnist through his well

THE SANDESH LIMITED (CIN : l22121GJ1943PLC0001B3)

REGD. OFFICE : SANDESH BHAVAN, LAD SOCIETY ROAD, B/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD-380 054. PHO~E : (079).40004319, 40004175, FAX NO.: 91-079-40004242 E-mail : secretarial@sandesh.com, cs@sandesh.com VISIT US : WVVVV.SANDESH.COM

		-----read weekly columns on Direct Taxes with 'Sandesh', 'Gujarat Mitra,''The Times of India,' 'Ahmedabad Mirror' and 'New Indian Express.'
		He has authored a number of acclaimed books on Personal Tax &Investment Planning and Self Development, both in English andGujarati and also hosted popular TV Shows 'Tax Planning withMukesh Patel' on CNBC Bajaar, 'Tax Guru' on CNBC Awaaz,'Budget Analysis' on Sandesh News, 'Tax Free' o"n Doordarshan and• 'Money Magic' on lee Gujarati.
		As an Institution Builder, he has groomed and nurtured severalleading institutions with his dynamic vision and leadership during hisPresidential Tenure, prominent among them being the AhmedabadManagement Association, the Gujarat Chamber of Commerce &Industry, the Indian Red Cross Society, Ahmedabad, the Indo-JapanFriendship Association, Gujarat, the All Gujarat Federation of TaxConsultants, the Income-tax Appellate Tribunal Bar Association,Income-tax Bar Association, Tax Advocates Association and theDehgam Taluka Education Society.
		He has served as Chairman of the Ahmedabad Stock Exchange andas a Member of the National Executive Committee of FICCI andASSOCHAM. He is also a Director on the Board of a number ofleading public companies.
		In October, 2015, he was appointed by the Finance Minister, as anExpert on the Justice Easwar Committee for Simplification of theIncome-tax Act, Rules and Procedures.
		In November, 2017, he has been appointed by the Government ofIndia as an Expert on the Six Member Official Task Force, which hasbeen entrusted the key assignment of drafting a New Income-TaxAct, in tune with best international tax practices and the economicneeds of India.
		In recognition of his noteworthy contribution and achievements as anEloquent Speaker, he received 'Fellowship of the World Academy ofSpeakers' in 1981 and 'Outstanding Speaker of the 20th CenturystudiedthoughtprovokingAward'2000.Hisannualandinpresentations on the Analysis of the Union Budget for nearly fourdecades now are very eagerly looked forward to.
		Widely traveled around the world, he is an ardent photographer. Achampion supporter of the Red Cross and an ardent crusader of theVoluntary Blood Donation Movement, he is a Centurion Blood Donor,having himself donated blood for 151 times.
		In April, 2017 he was conferred with 'The Order of the Rising Sun',the highest Decoration & Recognition from the Emperor of Japan andthe Japanese Government, in appreciation of his 45 year longassociation and contributions for the cause of furthering Indo-Japanese Relations on academic, business and cultural fronts.	~-{(.;t·· t'-/ \·
4	Disclosure ofRelationshipsbetween Directors	Mr. Mukeshbhai Patel is not related to any Director of the Company \	JJ1.{-~./ ~

THE SANDESH LIMITED (CIN: L22121GJ1943PLC000183)

REGD. OFFICE : SANDESH BHAVAN, LAD SOCIETY ROAD, B/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD-380 054. PHO~E: (079).40004319, 40004175, FAX NO.: 91-079-40004242 E-mail: secretarial@sandesh.com, cs@sandesh.com VISIT US: VVIIVW.SANDESH.COM

3. Details of Mr. Sudhirbhai Nanavati (DIN: 00050236) who is re-appointed as an Independent Director of the Company:

Sr. No.	Particulars	Information
	Reason for changeviz., appointment	Re-appointment of Mr. Sudhirbhai Nanavati as Independent Directorfor a further term of five consecutive years in accordance to Section149 of the Companies Act, 2013
2	Date ofappointment &term ofappointment	,Mr. Sudhirbhai Nanavati is re-appointed as an Independent Directorfor a consecutive period of 5 years commencing from April 1, 2019 tillMarch 31, 2024 at the 751h AGM.
3	Brief Profile	Qualification and Designation:B.Com, LL.B., Advocate started practice in the year 1971. Designatedby the Gujarat High Court as Senior Advocate in 1997. Practicing inSupreme Court of India, Gujarat High Court, Bombay High Court,Delhi High Court, etc.Recipient of the following Awards:•The Contemporary Achiever Award" by Divya Bhaskar asamongst 100 Most Honourable People of Gujarat.•"Visionary Award in the field of Law & Education" by VisionFoundation of Gujarat.•"Shaleen Manav Ratna" Award by Anoopam Mission.•"Indian Achiever Award" by Indo-Thai Business CommunityForum.•"Gold Star Award" by Indian Achievers Forum, Bangkok forExcellence in Education.•"Best Educationalist Award" by AIMS (Awakening India forModifying Society) Forum.•"Excellence Management Award" by IAAP·at Tirupati.•"ProfessionalExcellencyRotaryAward"byClub,Ahmedabad.•"lnSPA Educational Excellence Award 2014" conferred byIndian School Psychology Association at the hands ofHonorable Chief Minister, Puducherry Mr. N. Rangasamy.Other Achievements:•Appointed as Ambassador of Gujarat for "Swachh BharatAbhiyan" by former Hon'ble Chief Minister of Gujarat StateMrs. Anandiben Patel.•Was appointed as One Member Inquiry Commission byB.C.C.I. (Board of Control for Cricket in India) to give theverdict on the Cricketers Harbhajan-Sreesanth "Siapgate"issue in the year 2008.•UniversitySpecialrecognitiongivenGujaratbyoncompletion of 30 years consecutive Member of ExecutiveCounsel and contribution in the Higher Education in the year ••2009.I	~14t.i l~ '1
4,---------l-f-----	---=D--,--is-c,---- lo-su-re- o--,f:--+-M-r-. -S-ud:h::.Relationshipsbetween Directors	th-;ei"-~ • ~ .titir:: bh::.a_i -N-a-na_v_a-ti isny----=,.,.irectootre la tetoof" ;:,, --4 :Company.	·~ ~~

THE SANDESH LIMITED (GIN: l22121GJ1943PLC000183)

REGD. OFFICE : SANDESH BHAVAN, LAD SOCIETY ROAD, 8/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD-380 054. PHO~E: (079).40004319, 40004175, FAX NO.: 91-079-40004242 E-mail: secretarial@sandesh.com, cs@sandesh.com VISIT US: VVWVV.SANDESH.COM

1. Details of Mr. Shreyasbhai Pandya (DIN: 00050244 who is re-appointed as an Independent Director of the Company:

	1-Sr:,;,. ,;,; o·~--=-;,;Pa;;rt;,;,ic;,;;;:la;,;:;, s _	----_
1	Reason for changeviz., appointment	lng: fo;.;::.:.;; at;,;;io;,;,Re-appointment of Mr. Shreyasbhai Pandya as Independent Directorfor a further term of five consecutive years in accordance to Section,149 of the Companies Act, 2013
2	-Date ofappointment &term ofappointment	Mr. Shreyasbhai Pandya is re-appointed as an Independent Directorfor a consecutive period of 5 years commencing from April 1, 2019 tillMarch 31, 2024 at the 751h AGM.
3	Brief Profile	Qualification:B.Com and Diploma in Printing TechnologyResume, Experience and Nature of Expertise:Mr. Shreyasbhai Pandya is the Managing Director of SahityaMudranalaya Pvt., Ltd. one of the largest Printing & Data ProcessingHouse of Gujarat and having Certification of ISO 27001:2013.With 44 years of experience in Printing Industry he is awarded"Guttenberg Award" as Stalwart of Printing Industry by All IndiaFederation of Master Printers.He has also been awarded as Star Printer of SAARC Nations duringSeptember, 2009Other Honors:•Sahitya Mudranalaya is a winner of Presidential Awards for'excellence in printing.•He has also been awarded with certificate of excellence atthe FirstSouth Asia Print Congress amongst SAARCcountries.•He is also a winner of several National and State levelawards.•He is also empanelled as Security Printer by Indian Banks'Association for printing of MICR instrumentsOther Prestigious positions held:•President (2003-2004) of Gujarat Chamber of Commerce &Industry•Vice President (West) (1990-1991) of All India Federation ofMaster Printers.•President(1987-2003)forAhmedabadPrintingPressAssociation.
4	Disclosure ofRelationshipsbetween Directors	Mr. Shreyasbhai Pandya is not related to any Director of theCompany.

THE SANDESH LIMITED (CIN : L22121GJ1943PLC000183)

REGD. OFFICE : SANDESH BHAVAN, LAD SOCIETY ROAD, 8/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD-380 054. PHOt;.IE: (079).40004319, 40004175, FAX NO.: 91-079-40004242 E-mail: secretarial@sandesh.com, cs@sandesh.com VISIT US : VWv'W.SANDESH.COM

5. Details of Mr. Sandeepbhai Sing hi (DIN: 01211 070) who is re-appointed as an Independent Director of the Company:

Sr. No.	Particulars	Information
1	Reason for changeviz., appointment	Re-appointment of Mr. Sandeepbhai Singhi as Independent Directorfor a further term of five consecutive years in accordance to Section149 of the Companies Act, 2013
2	Date ofappointment &term ofappointment	,Mr. Sandeepbhai Singhi is re-appointed as an Independent Directorfor a consecutive period of 5 years commencing from April1, 2019 tillMarch 31 , 2024 at the 751h AGM.
3	Brief Profile	Mr. Sandeepbhai Singhi is a B.Sc. LL.B. He became a law graduatefrom the Gujarat University 1989 and has since been enrolled as anAdvocate with the Bar Council of Gujarat. He is also a member ofInternational Bar Association.He has rich experience of two decades in handling corporate andcommercialArbitrations,litigations,Writs,BankingLaws,Securitization Act, Mergers and Demergers and other Company lawmatters including matters relating to Insolvency and BankruptcyCode.He was co-opted as a member of Corporate & Business LawCommittee, constituted by Gujarat Chamber of Commerce andIndustry for the year 1999-2000.
4	Disclosure ofRelationshipsbetween Directors	Mr. Sandeepbhai Singhi is not related to any Director of theCompany.

PURSUANT TO REGULATION 30 ·DETAILS OF THE STATUTORY AUDITOR WHO HAS BEEN. APPOINTED AT THE 75TH AGM

Sr. No.	Particulars _	Information
1	Reason for changeviz., appointment	Appointment of statutory auditors in compliance with the provisionsof Section 139 of the Companies Act, 2013
2	Date ofappointment &term ofappointment	M/s. S G 0 G & ASSOCIATES LLP, Chartered Accountants (FirmRegistration No. W100188 LLPIN: AAI-3248) has been appointedas the Statutory Auditors of the Company for a term of fiveh Annual Generalconsecutive years from the conclusion of 751Meeting of the Company till the conclusion of 8Qth Annual GeneralMeeting.
3	Brief Profile	M/s. S G D G & Associates LLP, Chartered Accountants, is a teamof young and energetic partners having positive approach toprovide expert and professional services with due care ofprofessional ethics. They offer fast and reliable services in the fieldofcertification,incomebusinessformation,tax,aud~ing,consultancy services and chartered accountant services. Thepartners of the aforesaid firm are having a vast experience in thefield of audit, accounts, taxation, due diligence, corporate law andmanagement.