Assuming that you are appointed as Scrutinizer for conducting Postal Ballot and for furnishing details of Result of the Postal Ballot to the Chairman of the Company, prepare Scrutinizer's Report for the Chairman of the c

SCRUTINIZER'S REPORT TO THE CHAIRMAN ON POSTAL BALLOT FORM NO. MGT.13 Report of Scrutinizer(s) [Pursuant to rule section 109 of the Companies Act, 2013 and rule 21(2) of the Companies (Management and Administration) Rules, 2014] To, The Chairman XYZ Limited C-XXX, ABC Road MNO-000000 Scrutinizers Report on postal ballot in respect of passing of resolutions contained in Notice dated February 19, 2017 through postal ballot. Dear Sir, I, DKY have been appointed as Scrutinizer(s) by the Board of directors of XYZ Limited for scrutinizing postal ballot voting in respect of passing of resolution contained in Notice dated February 19, 2017 through postal ballot. I, submit my report as under: After the time fixed for closing of the poll by the Chairman, i.e. 5 p.m. on March 18, 2017 ballot boxes kept for polling were locked in my presence with due identification marks placed by me. The locked ballot boxes were 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. The poll papers, which were incomplete and/or which were otherwise found defective have been treated as invalid and kept separately. OR I did not find any poll papers invalid. The result of the Poll is as under: (a) Ordinary Resolution-Item No. 1 - To appoint Shri DFG (DIN: 55555555) as an Independent Director (i) Voted in favour of the resolution: Number of members present and voting (in person or by proxy) Number of votes cast by them % of total number of valid votes cast 21071 5115186 0.2272 (ii) Voted against the resolution: Number of members present and voting (in person or by proxy) Number of votes cast by them % of total number of valid votes cast 795 3178437 0.1411 (iii) Invalid votes: Total number of members (in person or by proxy) whose votes were declared invalid Total number of votes cast by them 99 231821 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. The poll papers and all other relevant records were sealed and handed over to the Company Secretary/ Director authorized by the Board for safe keeping. Thanking you, Yours faithfully, Place : MNO Dated : 24th March, 2017 [The scrutinizer shall submit his report as soon as possible after the last date of receipt of postal ballots but not later than seven days thereof] Name/s and Signature/s of the Scrutinizer/s