SoftTech Engineers Limited — Regulatory Filings 2018

Sep 29, 2018

To. National Stock Exchange of India Limited Bandra-Kurla Complex Bandra (East) Mumbai - 400 051

SYMBOL: SOFTTECH

29^th September, 2018

Sub: Disclosure of voting results of 22^nd Annual General Meeting of the Company- Regulation $44(3)$ of

Dear Sir/Madam.

It is to inform you that the $22^{nd}$ Annual General Meeting (AGM) of the Company was held on Friday. 28^th September, 2018, at Mahratta Chamber of Commerce, Industries and Agriculture, Sumant Moolgaokar Auditorium, No. 1 (A Wing, Ground Floor), MCCIA Trade Tower, ICC Complex, 403, Senapati Bapat Road, Pune-411 016 at 2:30 P.M

In this regard, please find enclosed herewith voting results as required pursuant to Regulation 44 (3) of SEBI (LODR) Regulation 2015 along with Scrutinizers Report.

This is for your information and records.

Thanking you.

Yours Sincerely, For SoftTech Engineers Limited

pord

Aishwarya Patwardhan Company Secretary Encl: As above

SoftTech Engineers Limited (formerly known as SoftTech Engineers Pvt. Ltd.) The Pentagon - 5A, 5th Floor, Shahu College Road, Pune - 411 009, Maharashtra, India. T: +91 20 2421 7676 / 2421 8747 CIN: U30107PN1996PLC016718 E: sepl@softtech-engr.com | www.softtech-engr.com

Details Regarding Voting result of 22^nd Annual General Meeting:

Date of Annual General Meeting: 28^th September, 2018

Total Number of Shareholders as on cut-off / record date: 557

No. of shareholders present in meeting either in person or through proxy:

Promoter and promoter group: 3

Public: 4

No. of shareholders attended the meeting through video conferencing:

Promoter and promoter group: NA

Public: NA

Mode of voting for all resolutions enlisted below: Remote e-voting from 25^th September, 2018 (9.00 am IST) to 27^th September, 2018 (5.00 PM IST) both days inclusive and by poll conducted at the meeting.

				SoftTech Engineers Limited
Resolution Required: (Ordinary)				Directors and the Auditors thereon				1 - To receive, consider and adopt the Audited financial statement as on 31st March, 2018, and the Reports of the Board of
Whether promoter/ promoter group are interested in the agenda/resolution?			No
Category	Mode of Voting	No. of 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	No. of votes Invalid
		$[1]$	$[2]$	$[3] = { [2] / [1] }$ *100	$[4]$	[5]	$[6] = { [4] / [2] } * 100$	$[7] = {[5]/[2]} * 100$	[8]
	E-Voting		4013472	100.0000	4013472		100.0000	0.0000
Promoter and Promoter	Poll			0.0000		O	0.0000	0.0000
Group	Postal Ballot	4013472		0.0000		0	0.0000	0.0000
	Total		4013472	100.0000	4013472	O	100.0000	0.0000
	E-Voting			0.0000		$\overline{0}$	0.0000	0.0000
	Poll		$\Omega$	0.0000	O	0	0.0000	0.0000
Public Institutions	Postal Ballot	97600		0.0000	O	$\Omega$	0.0000	0.0000
	Total			0.0000	n	$\bf{0}$	0.0000	0.0000
	E-Voting		1546968	29.1254	1546968	$\bf{0}$	100.0000	0.0000	0
	Poll		227200	4.2776	227200	$\Omega$	100,0000	0.0000	$\Omega$
Public Non Institutions	Postal Ballot Total	5311404	1774168	0.0000 33.4030	0	0	0.0000	0.0000
Total		9422476	5787640	61.4238	1774168	0	100.0000	0.0000
$M/L = 1$	STEP				5787640	O	100.0000	0.0000	$\bf{0}$

Whether resolution is passed:

Yes

81 -98

				SoftTech Engineers Limited
Resolution Required: (Ordinary)				2 - To declare a final dividend on equity shares for the financial year ended on 31stMarch, 2018
Whether promoter/ promoter group are interested in the agenda/resolution?			No
Category	Mode of Voting	No. of shares held	No. of votes polled	% of Votes Polled on outstanding shares	No. of $Votes - in$ favour	No. of Votes $-A$ gainst	% of Votes in favour on votes polled	% of Votes against on votes polled	No. of votes Invalid
		$[1]$	$[2]$	$[3] = { [2] / [1] }$ *100	$[4]$	[5]	$[6] = { [4] / [2] } * 100$	$[7] = { [5] / [2] } * 100$	[8]
	E-Voting		4013472	100.0000	4013472		100,0000	0.0000	$\overline{0}$
Promoter and Promoter	Poll			0.0000			0.0000	0.0000	$\overline{0}$
Group	Postal Ballot	4013472		0.0000			0.0000	0.0000	0
	Total		4013472	100.0000	4013472		100.0000	0.0000	$\bf{0}$
	E-Voting			0.0000		n	0.0000	0.0000	$\overline{0}$
	Poll			0.0000		O	0.0000	0.0000	$\overline{0}$
Public Institutions	Postal Ballot	97600		0.0000		$\Omega$	0.0000	0.0000	$\overline{0}$
	Total			0.0000		0	0.0000	0.0000	$\bf{0}$
	E-Voting		1546968	29.1254	1546968	$\Omega$	100.0000	0.0000	$\bf{0}$
	Poll		227200	4.2776	227200	$\Omega$	100.0000	0.0000	$\bf{0}$
Public Non Institutions	Postal Ballot Total	5311404	1774168	0.0000			0.0000	0.0000	0
Total		9422476	5787640	33.4030	1774168	0	100.0000	0.0000	$\mathbf{o}$
				61.4238	5787640	0	100.0000	0.0000	$\bf{0}$

Whether resolution is passed:

Yes

				SoftTech Engineers Limited
Resolution Required : (Ordinary)			for reappointment.					3 - To appoint a Director in place of Mrs. Priti Gupta (DIN: 01735673), who retires by rotation and, being eligible, offers herself
Whether promoter/ promoter group are interested in the agenda/resolution?			Yes
Category	Mode of Voting	No. of 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	No. of votes Invalid*
		$[1]$	$[2]$	$[3] = { [2] / [1] }$ *100	[4]	$[5]$	$[6] = { [4] / [2] } * 100$	$[7] = {[5]/[2]} * 100$	[8]
	E-Voting		4013472	100.0000	299148		100.0000	0.0000	3714324
	Poll			0.0000			0.0000	0.0000	$\overline{0}$
Promoter and Promoter Group	Postal Ballot	4013472		0.0000			0.0000	0.0000	$\Omega$
	Total		4013472	100.0000	299148	0	100.0000	0.0000	$\bf{0}$
	E-Voting		$\mathbf{C}$	0.0000			0.0000	0.0000	$\overline{0}$
	Poll		$\Omega$	0.0000	$\Omega$		0.0000	0.0000	$\overline{0}$
Public Institutions	Postal Ballot	97600	$\Omega$	0.0000			0.0000	0.0000	$\bf{0}$
	Total		C	0.0000		O	0.0000	0.0000	$\bf{0}$
	E-Voting		1546968	29.1254	1546968		100.0000	0.0000	$\overline{0}$
	Poll		227200	4.2776	227200	n	100.0000	0.0000	$\overline{0}$
Public Non Institutions	Postal Ballot	5311404		0.0000			0.0000	0.0000	O
	Total		1774168	33.4030	1774168	0	100.0000	0.0000	$\mathbf 0$
Total		9422476	5787640	61.4238	2073316	n	100.0000	0.0000	3714324

Yes

Whether resolution is passed:
*Votes are considered invalid since related party

			SoftTech Engineers Limited
Resolution Required: (Ordinary)							4 - To ratify appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013)
		No
Mode of Voting	No. of 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	No. of votes Invalid
	$[1]$	[2]	$[3] = { [2] / [1] }$ *100	$[4]$	$[5]$	$[6] = { [4] / [2] } * 100$	$[7] = { [5] / [2] } * 100$	[8]
E-Voting		4013472	100.0000	4013472		100.0000	0.0000
Poli			0.0000			0.0000	0.0000
Postal Ballot			0.0000		$\Omega$	0.0000	0.0000
Total		4013472	100.0000	4013472	O	100.0000	0.0000
E-Voting			0.0000		$\Omega$	0.0000	0.0000
Poll		$\Omega$	0.0000	O	n	0.0000	0.0000
Postal Ballot			0.0000		O	0.0000	0.0000
Total			0.0000		$\bf{0}$	0.0000	0.0000
E-Voting		1546968	29.1254	1546968	$\Omega$	100,0000	0.0000
Poll		227200	4.2776	227200	$\overline{0}$	100.0000	0.0000
Postal Ballot	5311404		0.0000		0	0.0000	0.0000	0
	Total	Whether promoter/ promoter group are interested in 4013472 9422476	97600 1774168 5787640	33.4030 61.4238	25th AGM to be held in the year 2021 1774168 5787640	0 $\mathbf{0}$	100.0000 100.0000	as statutory Auditors for the remaining term of Three (3) years i.e. from the conclusion of this AGM till the conclusion of the 0.0000 0.0000

Whether resolution is passed:

Yes

$\mathcal{L} = \mathcal{R}$

				SoftTech Engineers Limited
Resolution Required: (Ordinary)				5 - Revision in remuneration of Mrs. Priti Gupta, Whole Time Director of the Company
Whether promoter/ promoter group are interested in the agenda/resolution?			Yes
Category	Mode of Voting	No. of 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	No. of votes Invalid*
		$[1]$	[2]	$[3] = { [2] / [1] }$ *100	$[4]$	[5]	$[6] = { [4] / [2] } * 100$	$[7] = { [5] / [2] } * 100$	[8]
	E-Voting		4013472	100.0000	299148		100.0000	0.0000	3714324
	Poll		$\Omega$	0.0000			0.0000	0.0000	$\Omega$
Promoter and Promoter Group	Postal Ballot	4013472	C	0.0000			0.0000	0.0000	$\Omega$
	Total		4013472	100.0000	299148	0	100.0000	0.0000	0
	E-Voting			0.0000			0.0000	0.0000	$\bf{0}$
	Poll		$\Omega$	0.0000	$\Omega$	$\Omega$	0.0000	0.0000	$\overline{0}$
Public Institutions		97600	0	0.0000			0.0000	0.0000	$\bf{0}$
	Postal Ballot Total		$\Omega$	0.0000	$\Omega$	0	0.0000	0.0000	$\bf{0}$
	E-Voting		1546968	29.1254	1546968	n	100.0000	0.0000	$\Omega$
	Poll		227200	4.2776	227200	Ω	100.0000	0.0000	$\overline{0}$
Public Non Institutions	Postal Ballot	5311404		0.0000	$\Omega$		0.0000	0.0000	$\overline{0}$
	Total		1774168	33.4030	1774168	O	100.0000	0.0000	$\bf{0}$
Total		9422476	5787640	61.4238	2073316		100.0000	0.0000	3714324

Whether resolution is passed:

Yes

$\lambda = -\lambda$ .

*Votes are considered invalid since related party

				SoftTech Engineers Limited
Resolution Required: (Ordinary)				6 - Revision in remuneration of Mr. Vijay Gupta, Managing Director of the Company.
Whether promoter/ promoter group are interested in the agenda/resolution?			Yes
Category	Mode of Voting	No. of 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	No. of votes Invalid*
		$[1]$	$[2]$	$[3] = { [2] / [1] } * 100$	$[4]$	$[5]$	$[6] = { [4] / [2] } * 100$	$[7] = { [5] / [2] } * 100$	[8]
	E-Voting		4013472	100.0000	299148		100,0000	0.0000	3714324
Promoter and Promoter	Poll			0.0000			0.0000	0.0000	$\Omega$
Group	Postal Ballot	4013472	O	0.0000			0.0000	0.0000
	Total		4013472	100.0000	299148		100.0000	0.0000	3714324
	E-Voting		O	0.0000			0.0000	0.0000
	Poll		$\Omega$	0.0000	n	n	0.0000	0.0000	$\Omega$
Public Institutions	Postal Ballot	97600	0	0.0000		O	0.0000	0.0000	$\Omega$
	Total		0	0.0000		$\Omega$	0.0000	0.0000	0
	E-Voting		1546968	29.1254	1546968	$\Omega$	100.0000	0.0000	$\overline{O}$
	Poll		227200	4.2776	227200	$\Omega$	100.0000	0.0000	$\Omega$
Public Non Institutions	Postal Ballot	5311404	O	0.0000		0	0.0000	0.0000	$\overline{O}$
	Total		1774168	33.4030	1774168	0	100.0000	0.0000	$\overline{0}$
Total		9422476	5787640	61.4238	2073316	0	100.0000	0.0000	3714324
Whether resolution is passed:				Yes
*Votes are considered invalid since related party

$\mathcal{R}=\mathcal{R}$

				SoftTech Engineers Limited
Resolution Required: (Special)				Employee Benefits) Regulations, 2014.				7 - Approval of SoftTech Employees Stock Option Plan 2017 as per Securities and Exchange Board of India (Share Based
Whether promoter/ promoter group are interested in the agenda/resolution?			No
Category	Mode of Voting	No. of shares held	No. of votes polled	% of Votes Polled on outstanding shares	No. of $Votes - in$ favour	No. of Votes $-A$ gainst	% of Votes in favour on votes polled	% of Votes against on votes polled	No. of votes Invalid
		$[1]$	$[2]$	$[3] = { [2] / [1] } * 100$	[4]	$[5]$	$[6] = { [4] / [2] } * 100$	$[7] = { [5] / [2] } * 100$	[8]
	E-Voting		4013472	100.0000	4013472		100.0000	0.0000
Promoter and Promoter	Poll		0	0.0000	$\Omega$	$\Omega$	0.0000	0.0000
Group Postal Ballot	4013472		0.0000	$\Omega$	0	0.0000	0.0000
	Total		4013472	100.0000	4013472	$\bf{0}$	100.0000	0.0000
	E-Voting			0.0000	$\Omega$	$\Omega$	0.0000	0.0000	0
	Poll		Ω	0.0000	0	$\overline{0}$	0.0000	0.0000
Public Institutions	Postal Ballot	97600	$\mathbf 0$	0.0000	0	0	0.0000	0,0000
	Total			0.0000	$\Omega$	$\bf{0}$	0.0000	0.0000	$\Omega$
	E-Voting		1546968	29.1254	1546968	$\overline{0}$	100.0000	0.0000
	Poll		227200	4.2776	227200	$\overline{0}$	100.0000	0.0000
Public Non Institutions	Postal Ballot	5311404	0	0.0000		0	0.0000	0.0000
Total	Total		1774168	33.4030	1774168	$\bf{0}$	100.0000	0.0000
Whether resolution is passed:		9422476	5787640	61.4238	5787640	$\boldsymbol{0}$	100.0000	0.0000	$\bf{0}$

$\mathcal{A}=\mathcal{A}$ .

Scrutinizer's Report

[Pursuant to Section 108 of the Companies Act, 2013 and 20(4) (xii) of the Companies (Management and Administration) Rules, 2014 (Amendments Rules 2015)]

To,

The Chairman.

22^nd Annual General Meeting of the Equity shareholders of SoftTech Engineers Limited held on Friday, September 28, 2018, at 02:30 P.M. at Mahratta Chamber of Commerce, Industries and Agriculture, Sumant Moolgaokar Auditorium, No. 1 (A Wing, Ground Floor), MCCIA Trade Tower, ICC Complex, 403, Senapati Bapat Road, Pune - 411016.

I, Devesh Tudekar, Company Secretary in Practice, have been appointed as scrutinizer of SoftTech Engineers Limited ("the Company") for the purpose of scrutinizing the e-voting process in a fair and transparent manner & ascertaining the unanimous e-voting carried out as per the provisions of Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 (Amendments Rules 2015) on below mentioned resolutions, at the 22^nd Annual General Meeting of the Equity shareholders of SoftTech Engineers Limited held on, Friday, September 28, 2018 at 02:30.P.M. at Mahratta Chamber of Commerce, Industries and Agriculture, Sumant Moolgaokar Auditorium, No. 1 (A Wing, Ground Floor), MCCIA Trade Tower, ICC Complex, 403, Senapati Bapat Road, Pune - 411016. I submit my report as under:

• 1. The e-voting period remained open from Tuesday, 25^th September, 2018 (09:00 A.M.) to Thursday, 27^th September, 2018 (05:00 P.M.)
• 1. The shareholders holding shares as on the "cut off" date i.e. Friday, 21^st September, 2018 were entitled to vote on the proposed resolutions (item no.1 to 7) as set out in the Notice of the 22^nd Annual General Meeting (AGM) of the Company.

Address: A-5, Snehal Classique, Bhawkar Bhavan Lane, Shivaji Nagar, Pune - 411005 Telefax: 020 - 25537599, Mobile: 0 99232 02404 E-mail: tudekar@gmail.com

$\mathbf{I}$

DEVESH TUDEKAR

• 1. The votes were unblocked on Friday, 28^th September, 2018 at around 03:50 P.M. in the presence of two witnesses, Mr. Rohan Vhora (Residing at Uppar Indiranagar, Pune - 411037) and Mr. Parag Goyal (Residing at Kothrud Pune - 411038), who are not in the employment of the Company. They have signed below in confirmation of the votes being unblocked in their presence.
• 1. Thereafter, the details containing, inter-alia, list of equity shareholders, who voted "For" and "Against", were downloaded from the e-voting website of Central Depository Services Limited (CDSL) (URL: https://www.evotingindia.com/homepage.jsp).

Name: Rohan Vhora Address: Uppar Indiranagar, Pune - 411037

Name: Parag Goval Address: Kothrud, Pune - 411038

Address: A-5, Sneftal Classique, Bhawkar Bhavan Lante, Shivaji Nagar, Pune - 411005 Telefax: 020 - 25537599, Mobile: 0 99232 02404 E-mail: tudekar@gmail.com

$\mathbf{2}$

$\mathfrak{Z}$

DEVESH TUDEKAR

• 1. The result of the e-voting is as under:
• a) Ordinary Resolution No. 1:- To receive, consider and adopt the Audited financial statements as on 31^st March, 2018, and the Reports of the Board of Directors and the Auditors thereon.

(i)Voted in favour of the resolution:

		Number of members voted Number of votes cast % of total number of valid votes
through electronic voting in favour of resolution		cast
system
16	5,560,440	100

(ii)Voted against the resolution:

	Number of members voted Number of votes cast % of total number of valid votes
through electronic voting against the resolution	cast
system

(iii) Not voted/invalid votes:

Total number of members who have not voted	Total Number of shares involved
whose votes were declared invalid

b) Ordinary Resolution No. 2:- To declare a final dividend on equity shares for the financial year ended 31st March, 2018.

(i) Voted in favour of the resolution:

		Number of members voted Number of votes cast % of total number of valid votes	$\frac{1}{2}$
through electronic voting in favour of resolution system		cast
16	5,560,440	100

CS_No $57$ $a_{\text{nv}}$ Se

$\boldsymbol{A}$

(ii) Voted against the resolution:

	Number of members voted Number of votes cast % of total number of valid votes
through electronic voting against the resolution	cast
system

(iii) Not voted/Invalid votes:

Total number of members who have not voted	Total Number of shares involved
/whose votes were declared invalid

c) Ordinary Resolution No. 3 - To appoint a director in place of Mrs. Priti Gupta (DIN: 01735673), who retires by rotation and, being eligible, offers herself for re-appointment.

(i) Voted in favour of the resolution:

			Number of members voted Number of votes cast % of total number of valid votes
	$ $ through electronic voting $ $ in favour of resolution	cast
system
14		1,846,116	100

(ii) Voted against the resolution:

	Number of members voted Number of votes cast % of total number of valid votes
$\vert$ through electronic voting $\vert$ against the resolution	cast
system

(iii) Not voted/Invalid votes:

Total number of members who have not-voted	Total Number of shares involved
A whose votes were declared invalid
	3.714.324

*Note: Not considered since related party.

5

d) Ordinary Resolution No. 4:- To ratify appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) as statutory Auditors for the remaining term of Three (3) years i.e. from the conclusion of this AGM till the conclusion of the 25th AGM to be held in the year 2021.

(i) Voted in favour of the resolution:

			Number of members voted Number of votes cast % of total number of valid votes
		through electronic voting $\vert$ in favour of resolution	cast
system
	16	5,560,440	100

(ii) Voted against the resolution:

	Number of members voted Number of votes cast % of total number of valid votes
$\vert$ through electronic voting $\vert$ against the resolution	cast
system

(iii) Not voted/Invalid votes:

Total number of members who have not voted	Total Number of shares involved
/whose votes were declared invalid

• e) Ordinary Resolution No. 5:- Revision in remuneration of Mrs. Priti Gupta, Whole-time Director of the Company.
• (i) Voted in favour of the resolution:

through		electronic voting in favour of resolution	Number of members voted Number of votes cast % of total number of valid votes cast
system
	14	1,846,116	100

(ii) Voted against the resolution:

			Number of members voted Number of votes cast % of total number of valid votes
		through electronic voting against the resolution	cast
system

(iii) Not voted/Invalid votes:

Total number of members who have not voted	Total Number of shares involved
whose votes were declared invalid
	3,714,324

*Note: Not considered since related party.

f) Ordinary Resolution No. 6:- Revision in remuneration of Mr. Vijay Gupta, Managing Director of the Company.

(i) Voted in favour of the resolution:

		Number of members present Number of votes cast % of total number of valid votes
and voting (in person or by $ $ by them		cast
proxy)
14	1,846,116	100

(ii) Voted against the resolution:

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

(iii) Not voted/Invalid votes:

Total number of members who have not voted	Total Number of shares involved
whose votes were declared invalid
	3.714.324

*Note: Not considered since related party.

g) Special Resolution No. 7:- Approval of SoftTech Employees Stock Option Plan 2017 as per Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

(i) Voted in favour of the resolution:

		Number of members present Number of votes cast $\frac{1}{10}$ of total number of valid votes
and voting (in person or by by them		cast
proxy)
16	5,560,440	100

(ii) Voted against the resolution:

		Number of members present Number of votes cast $\frac{1}{2}$ % of total number of valid votes
and voting (in person or by by them		cast
proxy)
$\mathbf{w}$

(iii) Not voted/Invalid votes:

Total number of members who have not voted	Total Number of shares involved
whose votes were declared invalid

DEVESH TUDEKAR

COMPANY SECRETARY

1. The register, all other papers and relevant records relating to electronic voting shall remain in my safe custody until the Chairman considers, approves, signs the Minutes of the aforesaid Annual General Meeting and the same will be handed over to the Company Secretary for safe keeping.

Thanking you,

Yours faithfully,

Devesh Tudekar

$8\,$

Company Secretary F.C.S. No. 5712, C.P. No. 2506

Date: 29^th September, 2018

Place: Pune

Scrutinizer's Report

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

To,

The Chairman,

22^nd Annual General Meeting of the Equity shareholders of SoftTech Engineers Limited held on Friday, 28^th September, 2018, at 2:30 P.M. at Mahratta Chamber of Commerce, Industries and Agriculture, Sumant Moolgaokar Auditorium, No. 1 (A Wing, Ground Floor), MCCIA Trade Tower, ICC Complex, 403, Senapati Bapat Road, Pune-411 016.

I. Devesh Tudekar, Company Secretary in practice has been appointed as scrutinizer of SoftTech Engineers Limited ("the Company") for the purpose of the poll taken on below mentioned resolutions, at the 22^nd Annual General Meeting of the Equity shareholders of SoftTech Engineers Limited held on Friday, 28^th September, 2018, at 2:30 P.M. at Mahratta Chamber of Commerce, Industries and Agriculture, Sumant Moolgaokar Auditorium, No. 1 (A Wing, Ground Floor), MCCIA Trade Tower, ICC Complex, 403, Senapati Bapat Road, Pune-411 016. I submit my report as under:

• 1. After the time fixed for discussion by the Chairman, a ballot box kept for polling was locked in my presence with due identification marks placed.
• 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 Company/ Registrar and Transfer Agents of the Company and the authorizations/ proxies lodged with the Company.
• 1. The poll papers, which were incomplete and/ or which were otherwise found defective have been treated as invalid and kept separately.
• 1. The result of the Poll is as under:
• a) Ordinary Resolution No. 1:- To receive, consider and adopt the Audited financial statements as on 31^st March, 2018, and the Reports of the Board of Directors and the Auditors thereon.

(i) Voted in favour of the resolution:

Number	of			members Number of votes cast % of total number of valid votes
present and voting (in by them				cast
person or by proxy)
			227,200	100

(ii) Voted against the resolution:

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

(iii) Not voted/Invalid votes:

Total number of members who have not Total number of shares involved
voted /whose votes were declared invalid

b) Ordinary Resolution No. 2:- To declare a final dividend on equity shares for the financial year ended 31st March, 2018.

(i) Voted in favour of the resolution:

Number	of			members Number of votes cast % of total number of valid votes
			present and voting (in by them	cast
person or by proxy)
			227,200	100

$(ii)$ Voted against the resolution:

members Number of votes cast $\frac{1}{2}$ % of total number of valid votes Number of
voting ${in}$ by them present and cast
person or by proxy)	K
$\overline{\phantom{a}}$

$(iii)$ Not voted/Invalid votes:

Total number of members who have not Total number of shares involved
voted /whose votes were declared invalid

• c) Ordinary Resolution No. 3:- To appoint a director in place of Mrs. Priti Gupta (DIN: 01735673), 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 % of total number of valid votes
present and voting $(in by them)$					cast
person or by proxy)
				227,200	100

$(ii)$ Voted against the resolution:

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

$(iii)$ Not voted/Invalid votes:

Total number of members who have not Total number of shares involved
voted /whose votes were declared invalid

d) Ordinary Resolution No. 4:- To ratify appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) as statutory Auditors for the remaining term of Three (3) years i.e. from the conclusion of this AGM till the conclusion of the 25th AGM to be held in the year 2021.

Address: A-5, Snehal Chassique, Bhawkar Bhavan Lane, Shivaji Nagar, Pune - 411005 Telefax: 020 - 25537599, Mobile: 99232 02404 E-mail: tudekar@ganail.com

(i) Voted in favour of the resolution:

Number	of			members Number of votes cast % of total number of valid votes
present and voting (in by them				cast
person or by proxy)
			227,200	100

(ii) Voted against the resolution:

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

(iii) Not voted/Invalid votes:

	Total number of members who have not Total number of shares involved
voted /whose votes were declared invalid

e) Ordinary Resolution No. 5:- Revision in remuneration of Mrs. Priti Gupta, Whole-time Director of the Company.

(i) Voted in favour of the resolution:

Number	of			members Number of votes cast % of total number of valid votes
person or by proxy)				present and voting (in by them	cast
				227,200	100

(ii) Voted against the resolution:

Number οf		members Number of votes cast % of total number of valid votes
voting and present	(in) by them	cast
person or by proxy)
		FCS No 5712
		S0

(iii) Not voted/Invalid votes:

			Total number of members who have not Total number of shares involved
	voted /whose votes were declared invalid

f) Ordinary Resolution No. 6:- Revision in remuneration of Mr. Vijay Gupta, Managing Director of the Company.

(i) Voted in favour of the resolution:

Number	of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contrac				members Number of votes cast % of total number of valid votes
present and voting (in by them					cast
person or by proxy)
				227,200	100

(ii) Voted against the resolution:

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

(iii) Not voted/Invalid votes:

			Total number of members who have not Total Number of shares involved
	voted /whose votes were declared invalid

g) Special Resolution No. 7:- Approval of SoftTech Employees Stock Option Plan 2017 as per Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

5

(i) Voted in favour of the resolution:

Number	of			members Number of votes cast % of total number of valid votes
			present and voting (in by them	cast
person or by proxy)
			227,200	100

(ii) Voted against the resolution:

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

(iii) Not voted/Invalid votes:

			Total number of members who have not Total Number of shares involved
voted /whose votes were declared invalid

• 1. A list of equity shareholders who voted "FOR", "AGAINST" and those whose votes were declared invalid for each resolution is enclosed.
• 1. The register, all other papers and relevant records relating to poll shall remain in my safe custody until the Chairman considers, approves, signs the Minutes of the aforesaid Annual General Meeting and the same will be handed over to the Company Secretary for safe keeping.

Thanking you, Yours faithfully,

Date: 29th September, 2018

Place: Pune

Devesh Tudekar Company Secretary

F.C.S. No. 5712, C.P. No. 2506

Address: A-5, Snehal Classique, Bhawkar Bhavan Lane, Shivaji Nagar, Pune - 411005 Telefax: 020 - 25537599, Mobile: 99232 02404 E-mail: tudekar@gmail.com

$\acute{\mathrm{o}}$

DEVESH TUDEKAR

$To$

The Chairman,

SoftTech Engineers Limited,

The Pentagon Unit No 5A Near Satara Road Telephone Exchange.

Shahu College Road Parvati Pune 411009

Sub: Results of E-voting and voting by Poll

Dear Sir.

I undersigned, Devesh Tudekar, Company Secretary in Practice, have been appointed as Scrutinizer of SoftTech Engineers Limited ("the Company") for scrutinizing the e-voting process (during Tuesday, 25^th September, 2018 (09:00 A.M.) to Thursday, 27^th September, 2018 (05:00 P.M.)) and voting by poll (at 22^nd Annual General Meeting (AGM) held on Friday, September 28, 2018) conducted as per the provisions of the Companies Act, 2013.

The Compliance with the provisions of the Companies Act, 2013 and the rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to voting through electronic voting system (by remote e-voting) and voting by poll by the shareholders on the resolutions proposed in the Notice of the 22^nd Annual General Meeting of the Company is the responsibility of the management. My responsibility as a Scrutinizer is to ensure that the voting process through electronic voting system and by poll at the AGM are conducted in a fair and transparent manner and render consolidated scrutinizer's report of the total votes cast in favour or against if any, to the Chairman on the resolutions, based on the reports generated from the electronic voting system provided by Central Depository Services Limited (CDSL) and report on poll at the meeting.:

I hereby enclose below reports relating to the voting on the resolutions proposed at the 22^nd Annual General Meeting of the Company held on Friday, September 28, 2018:

• a) Report on E-voting;
• b) Report on Poll; and
• c) Combined report of e-voting and Poll

$SNO$

Page 1 of 2

DEVESH TUDEKAR

I hereby declare that all resolutions have been passed unanimously as per the aforesaid Notice of the Annual General Meeting of the Company.

Thanking you,

Yours faithfully,

Date: 29^th September, 2018

Place: Pune

S Mo Devesh Tudekar

Company Secretary F.C.S. No. 5712, C.P. No. 2506

Page 2 of 2

			DEVESH TUDEKAR
	A-5, Snehal Classique, Bhawkar Bhavan Lane, Shivaji Nagar, Pune - 411005	Practicing Company Secretary
			Combined Report
	SOFTTECH ENGINEERS LIMITED (CIN: U30107PN1996PLC016718) Annual General Meeting held on 28th September, 2018
			E - voting Voting by poll Total
Sr. No	Resolutions	No. of Votes		No. of Votes			No. of Votes	Result
	For		Against	For	Agains t	For	Against
Ť	Ordinary Resolution: To receive, consider and adopt the Audited financial statements as on 31st March, 2018, and the Reports of the Board of Directors and the Auditors thereon.	55,60,440	$\mathbf 0$	2,27,200	$\theta$	57,87,640	$\mathbf 0$	Resolution passed unanimously
2	Ordinary Resolution: To declare a final dividend on equity shares for the financial year ended 31st March, 2018.	55,60,440	$\boldsymbol{0}$	2,27,200	$\,0\,$	5787640	$\mathbf 0$	Resolution passed unanimously
3	Ordinary Resolution: To appoint a director in place of Mrs. Priti Gupta (DIN: 01735673), who retires by rotation and, being eligible, offers herself for re-appointment.	18,46,116	$\theta$	2,27,200	0	2073316	$\mathbf 0$	Resolution passed unanimously
4	Ordinary Resolution: To ratify appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) as statutory Auditors for the remaining term of Three (3) years i.e. from the conclusion of this AGM till the conclusion of the 25th AGM to be held in the year 2021.	55,60,440	$\,0\,$	2,27,200	$\boldsymbol{0}$	5787640	$\Omega$	Resolution passed unanimously

$\ddot{r}$

			DEVESH TUDEKAR
		Practicing Company Secretary
	A-5, Snehal Classique, Bhawkar Bhavan Lane, Shivaji Nagar, Pune - 411005
			Combined Report
	SOFTTECH ENGINEERS LIMITED (CIN: U30107PN1996PLC016718)
	Annual General Meeting held on 28th September, 2018
Sr. No		E - voting		Voting by poll		Total
	Resolutions	No. of Votes		No. of Votes		No. of Votes		Result
		For	Against	For	Agains	For	Against
5	Ordinary Resolution: Revision in remuneration of Mrs. Priti Gupta, Whole-time Director of the Company.	18,46,116	$\theta$	2,27,200	$\theta$	2073316	$\mathbf{0}$	Resolution passed unanimously
6	Ordinary Resolution: Revision in remuneration of Mr. Vijay Gupta, Managing Director of the Company.	18,46,116	$\mathbf 0$	2,27,200	$\theta$	2073316	0	Resolution passed unanimously
7	Special Resolution: Approval of SoftTech Employees Stock Option Plan 2017 as per Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.	55,60,440	0	2,27,200	$\theta$	5787640	$\Omega$	Resolution passed unanimously

$\bar{z}$

$\mathcal{A}$

$\sim$

$\sim$

$\sim 10^7$