August 11, 2020

The Asst. General Manager Department of Corporate Services, Bombay Stock Exchange Ltd., 1st Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

Dear Sir,

Sub: AGM Proceedings & Scrutinizer's Report on 32nd Annual General Meeting of the Company.

This is to inform you that the 32nd Annual General Meeting of the Company has been duly convened and held on Tuesday, the 11th day of August, 2020 through VC/ OAVM.

In this regard, please find enclosed the following:

• 1. Consolidated Scrutinizer report dated August 11, 2020 pursuant to Section 108 of the Companies Act, 2013.
• 1. The Proceedings of Annual General Meeting held on 11th August 2020.

This is for your kind information and records.

Yours faithfully,

For R S Software (India) Limited

Vijendra Surana CFO & Company Secretary

Encl.: As above

CONSOLIDATED SCRUTINIZER'S REPORT

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

To,

The Chairman of Thirty Second Annual General Meeting (AGM) of the Members of R S Software (India) Limited (CIN: L72200WB1987PLC043375), held on Tuesday, the 11th day of August, 2020 at 11.30 A.M through Video Conferencing ("VC") /Other Audio Visual Means("OAVM").

Dear Sir,

• 1. I, Mohan Ram Goenka, Company Secretary in Practice (FCS No. 4515, CP No. 2551), Partner of MR & Associates, was duly appointed as a Scrutinizer by the Board of Directors of R S Software (India) Limited (the Company) for the purpose of Scrutinizing the process of (i) remote e-voting (i.e., voting remotely, before the AGM, using an electronic voting system on the dates referred to in the Notice calling the AGM) and (ii) e-voting during AGM (process of e-voting at the venue of AGM through electronic voting system) on the resolutions contained in the notice dated June 24, 2020 ("Notice") issued in accordance with General Circular No. 14/2020, 17/2020 and 20/2020 dated 8 April 2020, 13 April 2020 and 5 May 2020 respectively, issued by Ministry of Corporate Affairs (MCA) (hereinafter referred to as "MCA Circulars"), Government of India, calling the Thirty-second Annual General Meeting of its Equity Shareholders ("the Meeting" /"AGM") through VC / OAVM. The AGM was convened on Tuesday, 11th August 2020 at 11:30 A.M. 1ST through VC / OAVM.
• 1. The Management of the Company is responsible to ensure the Compliance with the requirements of the Companies Act, 2013 and Rules relating to voting through electronic modes on the resolutions proposed in the Notice of 32ndAnnual General Meeting of the Members of the Company dated June 24, 2020. My responsibility as a Scrutinizer for the e-voting process (i.e., through remote e-voting and e-voting during AGM) is to ensure that the voting process is conducted in a fair and transparent manner and is restricted to making a Scrutinizer's Report for the votes cast in "favour" or "against" on the resolutions proposed in the Notice of the 32ndAGM of the Company, based on the report generated from the e-voting system provided by Central Depository Services Limited (CDSL), the agency engaged by the Company to provide e-voting facility for voting through electronic means and the documents furnished to me electronically for my verification. ,k8s0

Our Office :

46, B. B. Ganguly Street, 4th Floor R. No.: 6, Kolkata 700012, Mobile No.9831074332 E Mail: [email protected] Phone No : 2237 9517 [email protected]

COM rt.... 9 Y (-P ta es

• 1. The Members holding equity shares as on the "cut-off date" i.e. August 4, 2020 were entitled to vote on the resolutions proposed in the Notice calling the 32nd Annual General Meeting.
• 1. In terms of the aforesaid Notice and as per the provisions of Section 108 of the Companies Act, 2013 (the 2013 Act) read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, and the provisions of Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the remote e-voting facility was kept open from Saturday, August 8, 2020 (9:00 a.m.) till Monday, August 10, 2020 (5.00 p.m.) and pursuant to MCA Circulars referred above, the Company had also provided remote e-voting facility to the shareholders present at the AGM through VC / OA VM and who had not cast their vote earlier and Members were requested to cast their votes electronically conveying their assent or dissent in respect of the resolution on the e-voting platform provided by Central Depository Services Limited (CDSL).
• 1. After the closure of remote e-voting at the AGM, the report on voting done at the AGM electronically and the votes cast under remote e-voting facility prior to the AGM were unblocked and counted.
• 1. The votes cast through remote e-voting were unblocked in the presence of two witness who acted as witnesses as prescribed under sub-rule 4(xii) of Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended.
• 1. Based on the results made available to me, 25 members have casted their votes through remote e-voting platform and 4 members have casted their votes through evoting during AGM. The brief analysis of the results of the voting through Remote evoting and e-voting at the Annual General Meeting, based on the report generated by CDSL, scrutinized on test-check basis and relied upon by me, are as under:

Item No. 1 - Ordinary Resolution :

Adoption of-

the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2020 and the Reports of the Board of Directors (the 'Board') and Auditors thereon.

Our Office : 46, B. B. Ganguly Street, 4th Floor R. No.: 6, Kolkata 700012, E Mail: [email protected] [email protected] Mobile No.9831074332 Phone No : 2237 9517

Item No. 2 - Ordinary Resolution :

Appointment of Director in place of Mr. Rajnit Rai Jain** (holding DIN 00122942), who retires by rotation and, being eligible, seeks re- appointment.

** The Votes casted by Mr Rajnit Rai jain and his relative has been excluded.

Item No. 3 - Ordinary Resolution :

Re-appointment of M/s. Deoki Bijay & Co., Chartered Accountants (Registration No. 313105E) as the statutory Auditors of the Company for FY 20-21 and to fix their remuneration.

Our Office:

46, B. B. Ganguly Street, 4th Floor

R. No.: 6, Kolkata 700012,

E Mail: [email protected] [email protected]

Mobile No.9831074332 Phone No : 2237 9517

Item No. 4 - Special Resolution :

Re-appointment of Mr. Rajnit Rai Jain (holding DIN 00122942)** as Chairman and Managing Director of the Company :

** The Votes casted by Mr Raj nit Rai jain and his relative has been excluded.

1. Based on the foregoing, the resolution no.(s) 1 to 4 shall be deemed to have been passed with requisite majority.

All the relevant records / electronic data relating to the e-voting are under my safe custody and will be handed over to the Chairman or Company Secretary for preserving safely after the Chairman considers, approves and signs the minutes of the said AGM.

Thanking You,

For MR & Associates Company Secretaries

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M R Goenka Partner CP No: 2551 UDIN No. F004515B000570630

Date: 11.08.2020 Place: Kolkata

Countersigned by:-

Our Office :

46, B. B. Ganguly Street, 4th Floor R. No.: 6, Kolkata 700012, E Mail: [email protected] [email protected]

Mobile No.9831074332 Phone No : 2237 9517

R S SOFTWARE (INDIA) LIMITED

GIST OF PROCEEDINGS OF THE THIRTY SECOND ANNUAL GENERAL MEETING

The Thirty Second Annual General Meeting (AGM) of shareholders of R S Software (India) Limited had been duly convened through Video Conferencing ("VC") /Other Audio Visual Means ("OAVM") on Tuesday, 11th August, 2020. The meeting started at 11.30 am and concluded at 12.33 pm (IST).

Mr. Rajnit Rai Jain, Chairman and Managing Director, chaired the proceedings of the meeting.

The requisite quorum being present, the Chairman called the meeting to order.

The Meeting was attended by all the Directors, Chief Financial Officer (CFO) & Company, Secretary, Statutory Auditor (through its representative) and the Secretarial Auditor of the Company

The Chairman delivered his speech.

The Chairman informed the members that in compliance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and the provisions of Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'SEBI Listing Regulations, 2015'), the Company had provided remote e-voting facilities on the resolutions placed at the AGM to all the members from Saturday, August 8, 2020 (9:00 a.m.) till Monday, August 10, 2020 (5.00 p.m.) in proportion to their shareholding as on the cut-off date 4th August, 2020 and further, the facility to vote on resolutions through electronic voting system at the meeting was made available to the members who participated in the meeting and had not cast their votes through remote e-voting..

The Company has appointed Mr. Mohan Ram Goenka, Practicing Company Secretary, Kolkata (FCS No. 4515, CP No. 2551) as the Scrutinizer for the purpose of scrutinizing the electronic voting process (Remote e-voting as well as voting at the venue of the Annual General Meeting electronically) in a fair and transparent manner.

The Chairman authorized the Company secretary to declare the results of voting.

The Chairman invited the Members to raise questions and clarifications were provided to the queries raised by the members.

The following items of business as set out in the Notice convening the 32nd Annual General Meeting were recommended for Members consideration and approval:

1. Adoption of the Audited Standalone and Consolidated Financial Statements for the Year ended March 31, 2020.

2. To appoint a Director in place of Mr. Rajnit Rai Jain (holding DIN 00122942), who retires by rotation and, being eligible, seeks re- appointment.

3. To re-appoint M/s. Deoki Bijay & Co., Chartered Accountants (Registration No. 313105E) as the statutory Auditors of the Company and to fix their remuneration.

4. To re-appoint Mr. Rajnit Rai Jain (holding DIN 00122942) as Chairman and Managing Director of the Company.

The Chairman informed the members that the results of e-voting shall be disseminated to the stock exchanges and also uploaded on the website of the Company.

The Chairman thanked all the members and corporate representatives for their participation, suggestions, comments and announced the meeting concluded.

The Meeting concluded at 12:33 P.M. with a vote of thanks to the Chairman.

Thanking you,

Yours Sincerely,

For R. S. Software (India) Limited

Vijendra Surana CFO &Company Secretary (Membership No. 11559)