Clariant Chemicals India : Postal Ballot

CLARIANT CHEMICALS (INDIA) LTD.	Reliable Tech Park
	Thane-Belapur Road, Airoli
	Navi Mumbai 400 708
	Maharashtra, India
	Phone [phone]
	CIN NO. L24110MH1956PLC010806

June 11, 2022
To,	To,
The Bombay Stock Exchange Limited	The National Stock Exchange of India Limited
Corporate Relationship Department	Listing Department, Exchange Plaza,
1st Floor, New Trading Ring	5th floor, Plot No. C/1, G Block,
Rotunda Building, P. J. Towers	Bandra-Kurla Complex,
Dalal Street, Mumbai - 400 001	Bandra (E), Mumbai - 400 051
Scrip: 506390	Scrip: CLNINDIA
E-mail: [e-mail]	E-mail: [e-mail]

Sub.: Result of Postal Ballot - Appointment of Directors - 2022

Dear Sir / Madam,

We refer to the Notice of Postal Ballot dated May 10, 2022 circulated to all the Shareholders of the Company for seeking their approval for appointment of Mr. Bharath R. Sesha, as Managing Director, Mr. Ravi Kapoor, as Non-Executive Director and Mr. Abhijit Naik, Whole Time Director of the Company, by means of Postal Ballot / E-voting.

In view of the ongoing scare of a fresh wave of Pandemic of COVID-19 and in accordance with the Circular(s) issued by the Ministry of Corporate Affairs (MCA), the Company had sent Postal Ballot Notice by email to all its members who have registered their email addresses with the Company or depository / depository participants and the communication of assent / dissent of the members had taken place only through the remote e-voting system.

The Company had appointed Mr. Bhadresh Shah, Proprietor of Bhadresh Shah & Associates, Company Secretaries (COP 15957, ACS 23847) as the Scrutinizer for conducting Postal Ballot process in a fair and transparent manner. The E-voting was kept open from May 11, 2022 (09:00 a.m.) to June 10, 2022 (05:00 p.m.).

The Scrutinizer has carried out the scrutiny of E-voting received upto 05:00 p.m. on June 10, 2022 and submitted his Report on June 10, 2022. The Scrutinizer's Report dated June 10, 2022 is enclosed herewith for your reference and record.

The result of Postal Ballot under Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is as follow:

Mode of Voting		Postal Ballot / including E-voting
Total	number	of	60921
shareholders as on May 6,
2022 (cut-off date for
reckoning the voting rights
of the members)
Page 1 of 18

CLARIANT CHEMICALS (INDIA) LTD.	Reliable Tech Park
	Thane-Belapur Road, Airoli
	Navi Mumbai 400 708
	Maharashtra, India
	Phone [phone]
	CIN NO. L24110MH1956PLC010806

Resolutions	1.	Special Resolution for appointment of Mr. Bharath R. Sesha as
		Managing Director of the Company for a term of three years,
		effective April 23, 2022;
	2.	Ordinary resolution for appointment of Mr. Ravi Kapoor as
		Non-Executive Director of the Company with effect from April
		23, 2022; and
	3.	Special resolution for appointment of Mr. Abhijit Naik as Whole
		Time Director of the Company for a period of three years,
		effective from April 23, 2022.

Results based on Scrutinizer's Report:

Item No. 1: Appointment of Mr. Bharath R. Sesha as Managing Director of the Company

Catego	Mode of
ry	Voting						% of	% of
				% of Votes		No. of	Votes in	Votes
		No. of	No. of	Polled on	No. of	Votes -	favour	against
		shares	votes	outstandin	Votes - in	Agains	on votes	on votes
		held	polled	g shares	favour	t	polled	polled
		[1]	[2]	[3]={[2]/	[4]	[5]	[6]={[4]/	[7]={[5]/
				[1]}*100			[2]}*100	[2]}*100
Promot	E-Voting		12548811	100.0000	12548811	0	100.0000	0.0000
er and	Poll		0	0.0000	0	0	0.0000	0.0000
Promot	Postal	12548811
er	Ballot		0	0.0000	0	0	0.0000	0.0000
Group	Total		12548811	100.0000	12548811	0	100.0000	0.0000
	E-Voting		633251	76.3813	600173	33078	94.7765	5.2235
Public	Poll		0	0.0000	0	0	0.0000	0.0000
Instituti	Postal	829065
ons	Ballot		0	0.0000	0	0	0.0000	0.0000
	Total		633251	76.3813	600173	33078	94.7765	5.2235
Public	E-Voting		38585	0.3976	37594	991	97.4316	2.5684
Poll		0	0.0000	0	0	0.0000	0.0000
Non
Postal	9703922
Instituti	0	0.0000	0	0	0.0000	0.0000
ons	Ballot
Total		38585	0.3976	37594	991	97.4316	2.5684
	Total	23081798	13220647	57.2774	13186578	34069	99.7423	0.2577

Page 2 of 18

CLARIANT CHEMICALS (INDIA) LTD.	Reliable Tech Park
	Thane-Belapur Road, Airoli
	Navi Mumbai 400 708
	Maharashtra, India
	Phone [phone]
	CIN NO. L24110MH1956PLC010806

Item No. 2: Appointment of Mr. Ravi Kapoor as a Non-Executive Director of the Company

Category	Mode of
	Voting						% of	% of
				% of Votes	No. of		Votes in	Votes
		No. of	No. of	Polled on	Votes -	No. of	favour	against
		shares	votes	outstanding	in	Votes -	on votes	on votes
		held	polled	shares	favour	Against	polled	polled
		[1]	[2]	[3]={[2]/	[4]	[5]	[6]={[4]/	[7]={[5]/
				[1]}*100			[2]}*100	[2]}*100
	E-
Promoter	Voting		0	0.0000	0	0	0.0000	0.0000
and	Poll	12548811	0	0.0000	0	0	0.0000	0.0000
Promoter	Postal
Group	Ballot		0	0.0000	0	0	0.0000	0.0000
	Total		0	0.0000	0	0	0.0000	0.0000
	E-
	Voting		633251	76.3813	633251	0	100.0000	0.0000
Public	Poll	829065	0	0.0000	0	0	0.0000	0.0000
Institutions	Postal
	Ballot		0	0.0000	0	0	0.0000	0.0000
	Total		633251	76.3813	633251	0	100.0000	0.0000
	E-
Public	Voting		38585	0.3976	37515	1070	97.2269	2.7731
Poll		0	0.0000	0	0	0.0000	0.0000
Non	9703922
Postal
Institutions		0	0.0000	0	0	0.0000	0.0000
	Ballot
	Total		38585	0.3976	37515	1070	97.2269	2.7731
	Total	23081798	671836	76.7789	670766	1070	99.8407	0.1593

Page 3 of 18

CLARIANT CHEMICALS (INDIA) LTD.	Reliable Tech Park
	Thane-Belapur Road, Airoli
	Navi Mumbai 400 708
	Maharashtra, India
	Phone [phone]
	CIN NO. L24110MH1956PLC010806

Item No. 3: Appointment of Mr. Abhijit Naik as Whole Time Director of the Company

Category	Mode
	of						% of	% of
	Voting
			% of Votes			Votes in	Votes
		No. of	No. of	Polled on	No. of	No. of	favour	against
		shares	votes	outstanding	Votes -	Votes -	on votes	on votes
		held	polled	shares	in favour	Against	polled	polled
		[1]	[2]	[3]={[2]/	[4]	[5]	[6]={[4]/	[7]={[5]/
				[1]}*100			[2]}*100	[2]}*100
	E-
Promoter	Voting		12548811	100.0000	12548811	0	100.0000	0.0000
and	Poll	12548811	0	0.0000	0	0	0.0000	0.0000
Promoter	Postal
Group	Ballot		0	0.0000	0	0	0.0000	0.0000
	Total		12548811	100.0000	12548811	0	100.0000	0.0000
	E-
	Voting		633251	76.3813	600173	33078	94.7765	5.2235
Public	Poll	829065	0	0.0000	0	0	0.0000	0.0000
Institutions	Postal
	Ballot		0	0.0000	0	0	0.0000	0.0000
	Total		633251	76.3813	600173	33078	94.7765	5.2235
	E-
Public	Voting		38585	0.3976	37554	1031	97.3280	2.6720
Poll		0	0.0000	0	0	0.0000	0.0000
Non	9703922
Postal
Institutions		0	0.0000	0	0	0.0000	0.0000
	Ballot
	Total		38585	0.3976	37554	1031	97.3280	2.6720
	Total	23081798	13220647	57.2774	13186538	34109	99.7420	0.2580

Therefore, the Resolutions mentioned in the Notice of Postal Ballot dated May 10, 2022 has been duly passed by the members with requisite majority. The certified copy of the Resolutions dated June 10, 2022 is enclosed herewith for your record.

Kindly take the same on your record and acknowledge the receipt.

Thanking you,

Yours faithfully,

For Clariant Chemicals (India) Limited

Amee Joshi

Company Secretary

Encl: As above

Page 4 of 18

CLARIANT CHEMICALS (INDIA) LTD.	Reliable Tech Park
	Thane-Belapur Road, Airoli
	Navi Mumbai 400 708
	Maharashtra, India
	Phone [phone]
	CIN NO. L24110MH1956PLC010806

Certified true copy of the Special Resolution passed by the Shareholders of Clariant Chemicals (India) Limited ("the Company") through Postal Ballot on June 10, 2022

Appointment of Mr. Bharath R. Sesha as Managing Director of the Company

"RESOLVED THAT pursuant to the provisions of Sections 152, 161, 196, 197 & 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications or re-enactment(s) thereof for the time being in force), Articles of Association of the Company, and Regulation 17(1C) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), Mr. Bharath R. Sesha (DIN: 01983066), who was appointed by the Board of Directors of the Company w.e.f. April 23, 2022 as an Additional Director, in respect of whom the Company has received a notice under Section 160 of the Act, proposing his candidature for the office of a Director, and whose appointment has been recommended by the Nomination & Remuneration Committee and the Board of Directors, be and is hereby appointed as the Managing Director of the Company for a period of three years from April 23, 2022 to April 22, 2025 on such remuneration and terms & conditions as mentioned in the Explanatory statement annexed to the Postal Ballot Notice;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to increase, alter, modify or change the terms and remuneration including benefits and perquisites payable to Mr. Bharath R. Sesha within the overall limit of ₹ 8 Crore per year;

RESOLVED FURTHER THAT the Board of Directors and the Company Secretary be and are hereby authorized severally to do all such acts, deeds, things and matter as may be required and necessary for giving effect to aforesaid resolution and to do all such other incidental acts and things in this regard."

Explanatory Statement annexed to the notice of Postal Ballot pursuant to Section 102 of the Companies Act, 2013

Consequent to the retirement of Mr. Adnan Ahmad, he resigned from the position of Vice-Chairman & Managing Director of the Company effective from January 1, 2022.

The Nomination and Remuneration Committee and the Board of Directors of the Company at their respective meetings held on April 22, 2022, approved the appointment of Mr. Bharath R. Sesha as the Managing Director of the Company for a term of 3 years starting from April 23, 2022, subject to shareholders approval.

The Company has received the requisite Forms 'DIR 2' and 'DIR 8' from Mr. Bharath R. Sesha, in terms of Section 164 (2) of the Companies Act, 2013 (hereinafter referred to as "the Act") read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (hereinafter referred to as "the Rules"), conforming his consent and eligibility for such appointment. Brief profile covering the details of his qualification and experience, as required pursuant to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is annexed to this Notice.

The Terms and conditions for appointment of Mr. Bharath R. Sesha is given below:

Page 5 of 18