Sundaram Clayton : Postal Ballot

Sundaram-Clayton Limited

Registered Office: "Chaitanya",

No. 12, Khader Nawaz Khan Road, Nungambakkam,

Chennai - 600006

PH: 044 28332115

6th August 2022

BSE Limited,	National Stock Exchange of India Ltd.,
Phiroze Jeejeebhoy Towers,	Exchange Plaza, 5th Floor,
Dalal Street,	Bandra-Kurla Complex,
Mumbai 400 001.	Bandra (E), Mumbai 400 051.
Scrip code: 520056	Scrip code: SUNCLAYLTD
Dear Sir,

Reg: Regulation 30 - Disclosure of events or information under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Sub: Postal Ballot seeking consent of the shareholders of the Company

* * *

In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015), we enclose the Postal Ballot Notice and Forms sent to the shareholders of the Company, seeking their consent, by way of Ordinary/Special resolutions:

1. Approving the amendment to Articles of Association of the Company
2. Approving the appointment of Mr. R. Gopalan (DIN: 01624555), as a Non-ExecutiveNon-Independent Director
3. Approving the appointment of Mr. Anuj Shah (DIN: 05323410) as a Non- Executive Independent Director

This is for your kind information.

Thanking you,

Yours faithfully,

For Sundaram-Clayton Limited

R Raja Prakash

Company Secretary

Website : www.sundaram-clayton.com Email: [e-mail]: L35999TN1962PLC004792

Sundaram-Clayton Limited

Regd. Office: No. 12, "Chaitanya", Khader Nawaz Khan Road, Nungambakkam, Chennai - 600006.

Website: www.sundaram-clayton.com; e-mail: [e-mail]

Tel: [phone] Fax: 044 - 2833 2113 CIN: L35999TN1962PLC004792

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013)

Dear Member(s)

NOTICE is hereby given pursuant to Section 110 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (the Rules) of the Companies Act, 2013 (the Act, 2013), for obtaining approval of the members by way of a Special / Ordinary Resolutions through Postal Ballot, including electronic means (e-Voting) for the businesses as set out in this Notice.

The draft of the resolutions to be passed together with the statement of material facts explaining the reasons therefor pursuant to Section 102(1) of the Act, 2013, are being sent along with Postal Ballot Form to enable members to communicate their assent or dissent in writing.

The Company is pleased to provide the facility for voting through 'electronic means' to enable members to cast their votes for e-Voting, by selecting appropriate options for the Resolutions, in accordance with the provisions of the Act, 2013 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations, 2015).

The Company for this purpose, has engaged National Securities Depository Limited (NSDL), an agency authorized by the Ministry of Corporate Affairs (MCA) for facilitating the members to communicate their assent or dissent through ''electronic means'' in respect of the resolutions.

The detailed procedures for voting through ''electronic means'' are given in the Notes attached herewith.

The voting rights of the shareholders shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date, 2nd August, 2022. A person who is not a member as on the cut-off date should treat this notice for information purposes only. The voting rights in respect of unclaimed shares held in Sundaram-Clayton Limited Unclaimed Suspense Account and Investors Education Protection Fund stand frozen in terms of Regulation 39 read with Schedule VI of the Listing Regulations, 2015 and Section 124 of the Act, 2013, respectively.

The Board of Directors (the Board) has appointed M/s B Chandra & Associates, Practising Company Secretaries, Chennai, as the Scrutinizer, at its meeting held on 29th July, 2022, for conducting the Postal Ballot Process (voting by "post" and through ''electronic means'') in a fair and transparent manner.

Members are, therefore, requested to carefully read the instructions printed for voting by "post" or through "electronic means", namely by

1. returning the postal ballot form duly completed as per the instructions contained in the Postal Ballot Form, in the attached self-addressed postage pre-paid envelope, so as to reach the Scrutinizer not later than 5.00 P.M. (IST) on 7th September, 2022; or
2. casting their votes electronically from 9th August, 2022 (9.00 A.M. IST) to 7th September, 2022 (5.00 P.M. IST) by following the procedures as explained in the Notes hereinafter.

The Scrutinizer will submit their report on the results of voting by means of "post" and through "electronic means" to the Chairman or any one of the Directors of the Company as authorised, after completion of the scrutiny of Postal Ballot Form and voting by electronic means.

The results will be announced by Chairman or any one of the Directors of the Company, as authorized, at its registered office on 8th September, 2022.

The last date of voting, i.e., Wednesday, 7th September, 2022 will be taken as the date of passing of the said Resolutions by the members of the Company.

Members requiring any clarification may contact Mr R Raja Prakash, Company Secretary at the registered office of the Company or through e-mail viz., [e-mail] or [e-mail]

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Sundaram-Clayton Limited

All documents, referred to in this Notice and in the Explanatory Statement referred to under Section 102(1) of the Act, 2013, are open for inspection at the Registered Office of the Company during office hours on all working days between 10.00 A.M. (IST) and 12.00 Noon (IST) upto Wednesday, 7th September, 2022.

The said Notice of Postal Ballot and Ballot Form have also been placed on the Company's website viz, www.sundaram-clayton.com for use by the Members.

SPECIAL BUSINESS

Item No.1

Approving the amendment to Articles of Association of the Company

To consider providing your assent or dissent for passing the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 14 of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 and all other applicable provisions of the Companies Act, 2013, consent of the members be and is hereby accorded for deletion of Article 138A and amendment to existing Article148 of the Articles of Association (AoA) of the Company as detailed below:

Article 148 (amended):

1. Mr T S Srinivasan was the first Chairman of the Board. The Board may, from time to time, appoint one of their Body as Chairman of the Board for such period as may be considered necessary.
2. The Chairman of the Board shall be entitled to take the Chair at every meeting of the Board. If at any meeting of the Board, he /she shall not be present within 30 (thirty) minutes of the time appointed for holding such meeting or if he / she shall be unable or unwilling to take the chair, then the Managing Director shall be entitled to take the Chair, and failing him / her, the Directors present may choose, one of their number to be the Chairman of that meeting.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things as they may, in their absolute discretion, deem necessary, expedient, proper or desirable and to settle all questions, difficulties or doubts that may arise in this regard at any stage without requiring any further approval of the members of the Company."

Item No.2

Approving the appointment of Mr. R. Gopalan (DIN: 01624555), as a Non-ExecutiveNon-Independent Director

To consider providing your assent or dissent for passing the following resolution as an Ordinary Resolution:

"RESOLVED THAT subject to the provisions of Sections 152, 160, 161 and other applicable provisions of the Companies Act, 2013 (the Act, 2013) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (as amended from time to time) and as recommended by the Nomination and Remuneration Committee and the Board of Directors of the Company, consent of the members be and is hereby accorded for the appointment of Mr R Gopalan (holding DIN 01624555), as an Non-ExecutiveNon-Independent Director of the Company and as a director liable to retire by rotation, effective 29th July 2022, and who holds office upto the date of the next General Meeting, and in respect of whom the Company has received a notice in writing from a shareholder under Section 160 of the Companies Act, 2013."

Item No.3

Approving the appointment of Mr. Anuj Shah (DIN: 05323410) as a Non-Executive Independent Director

To consider providing your assent or dissent for passing the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149 (read with Schedule IV of the Companies Act, 2013) 152, 160, 161 and other applicable provisions, if any, of the Companies Act, 2013 (the Act, 2013), (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Companies (Appointment and Qualifications of Directors) Rules, 2013 and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, consent of the members be and is hereby accorded for the appointment of Mr. Anuj Shah (holding DIN 05323410), as an Additional Director and Non-Executive Independent Director of the Company, for a term of five consecutive years effective 29th July, 2022, and whose office shall not be liable to retire by rotation during his tenure, and in respect of whom the Company has received a notice in writing from a shareholder under Section 160 of the Act, 2013, and to receive remuneration by way of profit related commission, if any, within the permissible limit in terms of Section 197 of the Act, 2013, as determined by the Board, from time to time including reimbursement of expenses and

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Sundaram-Clayton Limited

fees for participation in the meetings of the Board and / or Committees in terms of applicable provisions of the Act, 2013.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

	By order of the Board
	For Sundaram-Clayton Limited
Place : Chennai	R Raja Prakash
Date : 29th July, 2022	Company Secretary

Encl:

1. Explanatory Statement in terms of Section 102 (1) of the Act, 2013 and the procedures for voting through ''electronic means'' and "post".
2. Postal Ballot Form & self-addressed postage pre-paid envelope.

Notes:

1. An explanatory statement pursuant to the provisions of Section 102 of the Act, 2013 setting out the material facts relating to the business to be transacted is annexed hereto. The relevant details, pursuant to Listing Regulations, 2015 and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of the Directors' seeking appointment is annexed.
2. Notice along with the Postal Ballot Form is being sent to the members whose names appear in the register of members / list of beneficial owners on National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on Tuesday, 2nd August, 2022 (Cut-off date)
3. The Notice along with the Postal Ballot Form is being sent to the members in electronic form to the e-mail addresses registered with their Depository Participants (in case of electronic shareholding) / the Company's Registrar and Share Transfer Agent (in case of physical shareholding). For members whose e-mail addresses are not registered, physical copies of the Notice are being sent by permitted mode along with a self-addressed postage pre-paid envelope.
4. Members, who have received the Notice by e-mail and who wish to vote through physical Form may download the Postal Ballot Form attached to the e-mail or from the Company's website: www.sundaram-clayton.com, where the Postal Ballot Notice is displayed and send the duly completed and signed postal ballot form, so as to reach the Scrutinizer on or before Wednesday, 7th September, 2022, (5.00 P.M. IST)
5. Member(s) whose names appear in the Register of Members / List of Beneficial Owners as on the cut-off date will be considered for e-Voting. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only.
6. Resolutions passed by the members through voting by electronic means shall be deemed to have been passed as if it has been passed at a general meeting of the members convened in that behalf.
7. Pursuant to the provisions of Section 110 of the Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and in terms of Regulation 44 of the Listing Regulations, 2015, the Company has provided facility to members to exercise their votes through electronic means and have engaged the services of NSDL as the Authorised Agency to provide e-Voting facility. Instructions for the process to be followed for voting through "electronic means" are annexed to the Notice.
8. The members can opt for only one mode of voting, i.e., either by physical ballot or e-Voting. In case members cast their votes through both the modes, voting done by e-Voting shall prevail and votes cast through physical postal ballot forms will be treated as invalid. There will be only one postal ballot form irrespective of number of joint holders.
9. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the member / beneficial owner (in case of electronic shareholding) as on the cut-off date, being the date fixed for determining the voting rights of members entitled to participate in the e-Voting process through e-Voting platform provided by NSDL by typing the URL: https://www.evoting.nsdl.com.
10. A member cannot exercise his / her vote by proxy on Postal Ballot.

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Sundaram-Clayton Limited

1. The Board of Directors has appointed M/s B Chandra & Associates, Practising Company Secretaries, as Scrutinizer to conduct the Postal Ballot voting process including voting through electronic means, in a fair and transparent manner.
2. The Scrutinizer will submit their report to the Chairman or any one of the directors as authorized by Chairman after the completion of scrutiny, and the results of voting through electronic means will be declared by placing it along with the Scrutinizer's report on the Company's website www.sundaram-clayton.com and communicated to the Stock Exchanges.
3. The resolutions, if approved with the requisite majority shall be deemed to have been passed on the last date of voting, i.e., Wednesday, 7th September, 2022.
4. In case of any query, members may refer to the Frequently Asked Questions (FAQs) for members and e-Voting user manual for members available at Downloads Section of www.evoting.nsdl.com or contact NSDL at the following telephone no. 022-24994600.
5. Members who have not registered their e-mail addresses are requested to register the same with the Company's Registrar and Share Transfer Agent / Depository Participant(s) for sending future communication(s) in electronic form. Members who have registered their e-mail addresses are requested to ensure that the same is operational and if not, provide the correct e-mail address.
   How do I vote electronically using NSDL e-Voting system?
   The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:
   Step 1: Access to NSDL e-Voting system
6. 1. Login method for e-Voting for Individual shareholders holding securities in demat mode
      In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-Voting facility.
      Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders	1. Existing IDeAS user can visit the e-Services website of NSDL Viz.
holding securities in	https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the
demat mode with NSDL.	e-Services home page click on the "Beneficial Owner" icon under "Login" which
	is available under 'IDeAS' section , this will prompt you to enter your existing User ID
	and Password. After successful authentication, you will be able to see e-Voting
	services under Value added services. Click on "Access to e-Voting" under e-Voting
	services and you will be able to see e-Voting page. Click on company name or
	e-Votingservice provider i.e. NSDL and you will be re-directed to e-Voting website
	of NSDL for casting your vote during the remote e-Voting period.
	2. If you are not registered for IDeAS e-Services, option to register is available at
	https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click at
	https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
	https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once
	the home page of e-Voting system is launched, click on the icon "Login" which is
	available under 'Shareholder / Member' section. A new screen will open. You will
	have to enter your User ID (i.e. your sixteen digit demat account number held with
	NSDL), Password/OTP and a verification code as shown on the screen. After
	successful authentication, you will be redirected to NSDL Depository site wherein
	you can see e-Voting page. Click on company name or e-Votingservice provider
	i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your
	vote during the remote e-Voting period.

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