Sundaram Clayton : Shareholders meeting

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) under the Companies Act, 2013 (the Act), for obtaining approval of the members, by way of Ordinary Resolutions, through postal ballot including electronic means (e-Voting) for the businesses as set out in the Postal Ballot Notice.

The draft of the resolutions to be passed together with the Explanatory Statement, pursuant to Section 102(1) of the Act 2013, setting out the material facts and reasons thereto, for this purpose are being sent to the members along with Postal Ballot Form, so as to enable members for sending their assent or dissent in writing by postal ballot means.

The Company is pleased to provide the facility for voting through 'electronic means' to enable members for casting 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 (SEBI (LODR) Regulations, 2015).

In accordance with Regulation 44 of SEBI (LODR) Regulations, 2015 and in terms of Section 110 of the Act, 2013 and the Rules made thereunder, 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 below the Explanatory Statement 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, 15th February 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 SEBI (LODR) Regulations, 2015 and Section 124 of the Act, 2013, respectively.

The Board of Directors (Board) has appointed M/s B Chandra & Associates, Practising Company Secretaries, Chennai, as Scrutinizers, at its meeting held on 9th February 2022, for conducting the 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. on 21st March 2022; or
2. casting their votes electronically from 20th February 2022 (9.00 a.m.) to 21st March 2022 (5.00 p.m.) by following the procedures as explained in the Explanatory Statement.

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, after completion of the scrutiny of Postal Ballot Forms and voting by "electronic means".

The results will be announced by Chairman or any one of the Directors of the Company, at the registered office of the Company at "Chaitanya", No. 12, Khader Nawaz Khan Road, Nungambakkam, Chennai - 600 006, on Tuesday, the 22nd March 2022.

The last date of voting, i.e., Monday, the 21st March 2022 will be taken to be the date of passing of the said Resolutions by the members of the Company.

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Sundaram-Clayton Limited

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]

All documents, referred to in this Notice and in the Explanatory Statement referred to under Section 102(1) of the Act, are open for inspection at the Registered Office of the Company at "Chaitanya", No. 12, Khader Nawaz Khan Road, Nungambakkam, Chennai - 600 006, Tamilnadu, India, during office hours on all working days between 10.00 A.M. and 12.00 Noon upto Monday, the 21st March 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 appointment of Mr K Gopala Desikan as a Director of the Company

To consider 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 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 Company be and is hereby accorded for the appointment of Mr K Gopala Desikan (DIN 00067107) as a Non-Independent Director of the Company, liable to retire by rotation, effective 9th February 2022.

Item No.2

Approving the appointment of Mr K Gopala Desikan as a Director & Group Chief Financial Officer in the rank of Whole-time Director of the Company for a period of 5 years

To consider passing the following resolution as an ordinary resolution:

"RESOLVED THAT subject to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (the Act), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification or re-enactment(s) thereof for the time being in force), consent of the Company be and is hereby accorded for the appointment and payment of remuneration to Mr K Gopala Desikan (holding DIN 00067107), as a Director & Group Chief Financial Officer in the rank of Whole-Time Director of the Company for a period of five years with effect from 9th February 2022, upon such terms and conditions as recommended by the Nomination and Remuneration Committee and the Board of Directors (the Board) as set out in the explanatory statement, which is hereby specifically sanctioned with authority to the Board to alter and vary the terms and conditions of the said appointment and payment of remuneration and / or agreement in such manner, as it may deem fit and as may be agreed to between the Board and Mr K Gopala Desikan and for this purpose the Board be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary."

"RESOLVED FURTHER THAT the scope and quantum of remuneration, may be enhanced, enlarged, widened, altered or varied by the Board, in light of and in conformity with any amendment to the relevant provisions of the Act / Income Tax Act, 1961 and/or the rules and regulations made thereunder and/or such guidelines, as may be announced by the Central Government, from time to time."

"RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to the aforesaid Resolution."

	By order of the Board
	For Sundaram-Clayton Limited
Place : Chennai	R Raja Prakash
Date : 9th February 2022	Company Secretary

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Sundaram-Clayton Limited

Encl:

1. Explanatory Statement in terms of Section 102 (1) of the Companies 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 Companies Act, 2013 ('Act') setting out the material facts relating to the business to be transacted is annexed hereto. The relevant details, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) [Listing Regulations] and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of the Director 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 NSDL and Central Depository Services (India) Limited (CDSL) as on Tuesday, 15th February, 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 is 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 Monday, 21st March, 2022 (5.00 P.M.)
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, read with the Companies (Management and Administration) Rules, 2014 and in terms of Regulation 44 of SEBI (LODR) 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.
11. The Board of Directors has appointed M/s. B Chandra & Associates, Practising Company Secretaries as Scrutinizers to conduct the Postal Ballot voting process including voting through electronic means, in a fair and transparent manner.
12. The Scrutinizer will submit his report to the 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.
13. The resolutions, if approved by the requisite majority shall be deemed to have been passed on the last date of voting, i.e., Monday, 21st March 2022.

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