Shiv Hari Jalan sShiv Hari Jalan B.Co m ; F.C.A; F ,C .S

Company Secretary

CONSOLIDAT ED SCRUTINIZER' S REPORT ON E-VOTING AND POLL

[Pursuant to Section 108 and Section 109 of the Companies Act, 2013 and Rule 21 (2) of the Companies (Management and Administration) Rules, 20 14 and Rule 20 (3) (xii) of the

Companies (Management and Administration) Amendment Rules, 2015J

To The Chairman 19thAnnual General Meeting of the Members Of S Kurnars Online Limited held on 29thSeptember, 2018 at 10:00 A.M. at The Victoria Memorial School, Opp. Tardeo A.C. Market, Tardeo Road, Mumbai - 400034

Dear Sir,

r, Sh iv Ilari Jalan, Company Secretary in whole- time Practice appointed as Scrutinizer by the Board of Directors of S Kumars On line Limited, ("t he Company") for the purpose of scrutinizing the e-vo ting process (remote e-voting) under the provision of Section 108 of the Companies Act, 2013 (Act) read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, as amended and poll process under the provision of section 109 of the Act read with Rule 21 of the Companies (Management and Administration) Rules, 2014 on the resolutiorus) set out in the Notice to the 19'h Annual General Meeting of the Members of S Kumars Online Limited held on 29th September, 201S at 10.00 A.M. at The ictona Memorial School, Opp. Tardeo A.C. Market, Tardeo Road, Mumbai - 400034. submit my Report as under'

Th management of the Company is responsible to ensure the ompliance with the requirement . f The Companies Act, 201 3 and the Rules fr arn d thereunder relating TO Remote e-voung and voting through poll for the resolutions contained in th Notice of the company. My responsibility as a scrutinizer for the voting process is restricted to make a scrutinizer' s report of the votes cast "in favour "or "against" the resolution stated above, based on the report generated from the e-voting system provided by CD L, authorised under the Rules and engaged by the Company to provide e-voting facilities for voting through electroni c means and based on the Polling Papers received from the shareholders of the Company.

2. In accordance with the Notice of ]9th Annual General Meeting sent to the Shareholders, the voting through electronic means / remote e-voting period remained open from 26th September, 20 J 8 (9.00 AM) to 28th September, 2018 (5.00 P.M).

3. The shareholders holding shares as on the "cut-off ' date i.e. 22nd September, 2018 were enti tIed to vote through e-vot ing on the proposed resolution(s) as set out in the Notice of 191

1> Annual General Meeting sen t the Share iolders.

4.

Head Office: 1055, Level 10, Hubtown Solaris , N.S.Phadke Marg, Andhe ri (East) , Mumb ai - 40 0069 .

Branch Office: 104, Mahavi r Building, 44/ 46, Popatwad i Lane , Kalbadevi Road, Mumbai - 400 002.

[8J shivharijalancS@gmail .com ([) (022) 2683 62 15, 2683 621 6, 2683 6235, +9 1-98 690 35834

(https:llwww.evotingindia.com) for the purpose of ensuing that members who have casted their votes through remote e-voting do not vote again at the 191h AGM.

5. After the time fixed for clos ing of the poll by the chairman, the ballot box kept for polling was locked in my presence with due identification marks placed by me.

6. The locked ballot box was subsequently opened in my presence and in presence of two witnesses who are not in the employment of the company. The witnesses haves signed below in confirmation of the Ballot Box being unlocked in their presence. The polling papers were reconciled with the records maintained by Mis Bigshare Services Pvt. Ltd. the Registrar and Transfer Agents of the Company and the authorizations I proxies lodged with the Company.

7. I did not find any poll papers invalid.

8. The votes for remote e-voting process were unblocked on 29th Septemb er, 2018 in the presence of two witnesses who are not in the employment of the company. Thereafter, the details containing, inter alia list of equity shareholders, who voted "for" and "against " were downloaded from the e-voting website of CDSL (https://www .evotingindia.com).

9. The Consolidated result of Remote e-voting and the poll is as under as per annexure I:

~~~-Place: Mumbai SHIV HARI JALAN

COMPANY SECRETARY Date: 29.09.2018 C.P.NO. : 4226

FCS : 5703

Witness- I: . \ .~

Signature: C)!'Y"" <.)

~~u.ftd(\;Name : ~~~

Witn ess -2

Signature: ~

Name: f.y'C\~~:D · fadw Ci I

S Kumars Online Limited - 19th Annual General Meeting held on 29th September, 20 18.

Combined Results (E-voting and poll) Annexure 1

Ordinary Resolution: Item no.1 - To recei ve , co ns ider and ado pt:

a) the Audited Standalone Financial Statements of the Company for th e financial yea r ended 31st March, 20 18, together wit h the Reports of the Board of Directors (Includi ng Corporate Governance Report) and the A ud ito rs thereon ; and

b) the Audited Consolidated Financi al Statements of the Company for the financial yea r ended 31st March , 20 18, together with the Report of the Aud itors thereon.

Particulars of Business

Total No. of Votes cast

Votes in favour of the resolution

Votes against the resolution

Invalid Votes

No's %age No' s % age No' s %age E-voting 19009843 19009004 99.995 6 839 0.0044 a 0.0000

Poll 40057 40057 100.0000 a 0.0000 a 0.0000 Tota l 19049900 19049061 99.9956 839 0.0044 0 0.0000

Ordinary Resolution: Item no. 2 - Dr. Sadhan a Sac hin Deshmu kh (DIN 0288 1743), a Non­

executive dire ctor , who retires by rotation at thi s Annual General Meeting and bein g eli gible, offers

herself for re-ap po intment:

Pa rticulars Total No. Votes in fa vou r of the Votes against the Invalid Votes of Business of Votes resolution resolution

cast No's % age No ' s 0/0 age No's % age I

E-voting 19009843 19009843 100.0000 a 0.0000 a 0.00 00 Poll 40057 4005 7 100.0000 a 0.0000 a 0.000 0

Total 19049900 19049900 100.0000 0 0.0000 0 0.0000

Ordinary Resolution: Item no. 3 - To rati fy the appointme nt of Mis S K H 0 & Assoc iates,

Chartered Ac countant s (registration no. I 05929W) as the Statutory Aud itors o f company:

Particulars Total No. Votes in fa vou r of the Votes against the Invalid Votes of Business of Votes re solution re solution

cast No' s % age No's % age No's % ag e

E-voting 19009843 1900 9843 100.0 000 a 0.0 000 a 0.0000 Poll 40057 40057 100.0000 a 0.0 000 a I 0.0 000

Total 19049900 19049900 100.0000 0 0.0000 0 0.0000

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Shiv Hari J alansShiv Bari Jalan 8,Com ; FC,A; P,C,S

Company Secretary

FORM NO.MGT-13 SCRUTINIZER'S REPORT

(Pursuant to Section 109 of the Companies Act, 20 13 and rule 2 1(2) of the Companies (Management and Administration) Rules, 20 14

To The Chairman 19th Annual General Meeting of the Members of S Kumars Online Limited held on 29 th September, 20 18 at 10 :00 A.M. at The Victoria Memorial School, Opp. Tardeo A.C Market, Tardeo Road, Mumbai - 40 0034.

Dear Sir,

, hiv Hari Jalan, Company Secretary in whole time Practice, appointed as Scrutinizer(s) by the Board of irectors of S Kurn a rs O nline Lim ited for the purpose of scrutinizing the poll process under the

provision of section 109 of the Act read with Rule 21 of the companies (Management and administration) Rules, 2014 , on the resolutions contained in the notice to the 19th nnual General Meeting of the Equity Shareholders of S Kumars Online Limited held on 29th September, 20 18 at 10.00 A.M. at The Victoria Memorial School, Opp. Tardeo A.C. Market, Tardeo Road, Mumbai - 400034, submit my report as under:

1. After the time fixed for closing of the poll by the chairman, The ballot box kept for polling was locked in my presence with due identification marks placed by me.

2. The locked ballot box was subsequently pened in my presence and III presence of two witnesses a nd pol l pa pe rs were dili gently scrutinized , The po ll papers were reconc iled with the reco rds maintained by the registrar and share transfer agents of the company, Mis igshare S r Ices Pvt. Ltd., Mumbai and the authorizations/proxies lodged with the company.

3. I did not fi nd any poll papers invalid.

4. The result of the poll is attached herewith as Annexure "A".

:. A Compact Disc (CD) containing a list of equity shareholders who vo ted "FOR", "AGAII ST " and those \; !hose yates were declared invalid for each resolution is enclosed.

Head Office: 1055, Level l 0, Hubtown Solaris, N.S.Phadke Marg, Andheri (East), Mumbai - 400 069.

Branch Office: 104, Mahavir Build ing, 44 /46, Popatwad i Lane, Kalbadevi Road, Mumbai - 400 002 .

~ shivharijalancS@gmail.com (() (022) 2683 6215, 2683 6216 , 2683 6235, +9 1-98690 35834

6. The Poll papers and all other relevant records were sealed and handed over to the company sec retary for safe keeping.

Thankirig You,

~.y-t'---.~ ­Place: Mumbai SHIV HARI JALAN

COMPANY SECRETARY Date: 29.09.2018 C.P.NO. : 4226

FCS : 5703

Witness- I :

~~Signature: .

Name: ~\~ r,?k.u-\" raf\'

Witness -2

Signature: ~ ~

Name: f'Y'C\hF 'j)' f" d~ I

S Kumars Online Limited - 19th Annual Genera l Meeti ng held on 29th September, 20 18.

RUSULTS OF POLL Annexure-A

Ordinary Resolution: Item no.1 - To rece ive, cons ider and adopt:

a) The Audited Standalone Financia l Statements of the Company for the financial year ended 3 1st March, 20 18, together with the Reports of the Board of Directo rs (Includ ing Corporate Governance Report) and the Auditors thereo n; and

b) The Aud ited Conso lidated Financial Statements of the Company for the financia l yea r ended 31st March, 20 18, together with the Report of the Aud itors thereon .

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

(i) I Voted in favour of the resolution 30 40057 100.0000 (ii) Voted against the resolution 0 a 0.0000 (i ii) Invalid Votes Total number of member Total number of votes cast by them

(in person or proxy) whose votes were declared invalid

0 a 0.0000

Ordinary Resolution: Item no. 2 - Dr. Sadhana Sachin Deshmu kh (DIN 0288 1743), a No n­

executive director, who retires by rota tion at th is Annua l General Meeting and bei ng eligible,

offers herself for re-appointment:

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

(i) Voted in favour of the resolution 30 40057 100.0000 (ii) Voted against the resolution 0 0.0000 a (iii) Invalid Votes Total number of member Total number of votes cast by them

(in person or proxy) whose votes were declared invalid

0 0.0000a

Ordinary Resolution: Item no. 3 - To ratify the appointment of MIs S K H 0 & Associates,

Chartered Accountants (registration no. 105929W) as the Statutory Auditors of company:

Part iculars Number of members pre sent and voting (in perso n or by proxy)

(i) Voted in favour of the resolut ion 30

(ii) Voted against the resolution 0

(iii) Invalid Votes Total number of member ( in person or proxy) whose votes were declared invalid

0

Number of vote cast by them.

40057 a

Total number of vote s cast by them

a

% of total number of valid vote s cast

100.0000 0.0000

0.0000