Sundaram Finance : Postal Ballot

SUNDARAM FINANCE HOLDINGS LIMITED

CIN: L65100TN1993PLC025996

Regd. Office: 21, Patullos Road, Chennai 600 002.

Tel: [phone], Fax: [phone]

Email: [e-mail] • Website: www.sundaramholdings.in

POSTAL BALLOT NOTICE

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

To

The Members

Notice is hereby given pursuant to section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, for obtaining the approval of the Members through postal ballot for the appointment of Sri Ananth Ramanujam holding (DIN: 00061970), Additional Director, as a Non-ExecutiveNon-Independent Director of the company, liable to retire by rotation.

The draft Ordinary Resolution, together with the Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013, setting out the material facts and reasons thereto, is enclosed.

	By Order of the Board
Chennai 600 002.	S. KALYANARAMAN
Date: 03.08.2022	Secretary & Compliance Officer

Notes:

1. This Notice is being sent only in electronic form, in accordance with the relaxation granted by the Ministry of Corporate Affairs vide Circular dated 05th May,
   2022, to all the shareholders whose names appear on the Register of Members / list of Beneficial Owners as received from National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited
   (CDSL) as on Friday, the 05th August 2022 and who have registered their email id with the Company / Depositories.
2. The postal ballot facility through e-voting is being provided to the members in accordance with the provisions of Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and
   Disclosure Requirements) Regulations, 2015.
3. The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide e-voting facilities, enabling the members to cast their

vote electronically in a secure manner.

1. The detailed instructions on e-voting are enclosed. Grievances, if any, connected with e-voting may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services India Limited (CDSL),
   A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill
   Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk. [e-mail] or call on 022-23058542/43.
2. The e-voting will commence on Saturday, the 13th August 2022 (9.00 A.M.) and end on Sunday, the 11th September 2022 (5.00 P.M.).
3. The Board of Directors has appointed Sri T K Bhaskar, Partner, HSB Partners, Advocates, Chennai, as the Scrutinizer, for conducting the postal ballot process in a fair and transparent manner.
4. The Scrutinizer will submit his report to the Chairman / Chief Executive Officer of the Company after completion of the scrutiny and the results of the postal

SUNDARAM FINANCE HOLDINGS LIMITED

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ballot will be announced by the Chairman/ Chief Executive Officer on Monday, the 12th September 2022 at 5.00 P.M, at the Registered Office of the Company at 21, Patullos Road, Chennai 600 002.

1. The date of declaration of the postal ballot result will be taken to be the date of passing the resolution.
2. The results of the postal ballot will be posted on the Company's website - www.sundaramholdings.in.

DRAFT RESOLUTION

SPECIAL BUSINESS

To consider and if thought fit, to pass with or without modifications, the following resolution as an Ordinary

Resolution:

"RESOLVED that, pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, read with Reg. 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Sri Ananth Ramanujam (holding DIN: 00061970) be and is hereby appointed as a Non-ExecutiveNon-Independent Director of the company, liable to retire by rotation"

EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013

SPECIAL BUSINESS

Sri Ananth Ramanujam, aged 57 years, was co-opted as Additional Director of your Company with effect from 03rd August 2022. The Nomination and Remuneration Committee, after taking into account the eligibility criteria, as well as the experience and expertise of Sri Ananth Ramanujam, recommended his appointment as a Director on the Board. His particulars are annexed to the notice.

According to the provisions of Reg.17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to obtain the approval of the shareholders for the appointment of Sri

Ananth Ramanujam as a Non-ExecutiveNon-Independent Director on the Board at the next general meeting or within three months from the date of appointment, i.e., 03rd August, 2022, whichever is earlier. Hence, approval of the shareholders is being sought through Postal Ballot for the appointment of Sri Ananth Ramanujam as a Non-ExecutiveNon-Independent Director on the Board, liable to retire by rotation. Notice has been received from a member conveying his intention to propose the appointment of Sri Ananth Ramanujam as a Director.

The Board of Directors considers that Sri Ananth Ramanujam's knowledge, experience and expertise would be of immense benefit to the Company and accordingly, the Board recommends the resolution relating to the appointment of Sri Ananth Ramanujam as a Non- Executive Non-Independent Director for approval by the shareholders of the Company.

INTEREST OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sri Ananth Ramanujam is interested in the above resolution relating to his appointment as a Director of the Company.

	By Order of the Board
Chennai 600 002.	S. KALYANARAMAN
Date: 03.08.2022	Secretary & Compliance Officer

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Name of Director	Sri Ananth Ramanujam
DIN	00061970
Date of Birth	August 26, 1964
Age	57
Expertise in specific functional areas	Has experience of more than 29 years in export and
	manufacturing of auto components.
Qualifications	Economics Graduate and a Masters Degree in
	Development Economics - University of Bath, U.K
List of other listed companies in which directorship held	Director:
as on 03rd August, 2022	India Motor Parts & Accessories Ltd.
Chairman/Member of the Committees of the Board of	CHAIRMAN - NIL
other listed companies in which he is a Director as on	MEMBER
03rd August 2022	India Motor Parts & Accessories Limited
	- Stakeholders Relationship Committee
List of listed entities from which the person has	-
resigned in the past three years
Shareholding as on 03rd August, 2022:
(a) Held individually	6,20,940 equity shares
(b) held as Karta of HUF	-
(c) held jointly with others	-
(d) held as Executor / Trustee	-
Relationship with other Directors	-

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INSTRUCTIONS FOR E-VOTING

1. The voting period begins on Saturday, the 13th August 2022 at 9.00 A.M. and ends on Sunday, the 11th September 2022 at 5.00 P.M. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on Friday, the 05th August 2022 may cast their vote electronically. The e-votingmodule shall be disabled by CDSL for voting thereafter.
2. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
3. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of
   Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail Shareholders is at a negligible level.
   Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
   In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
4. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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

Type of		Login Method
Shareholders
Individual	1)	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and
Shareholders		password. Option will be made available to reach e-Voting page without any further authentication. The
holding		URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.
securities in		cdslindia.com and click on Login icon and select New System Myeasi.
Demat mode	2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies
with CDSL		where the evoting is in progress as per the information provided by company. On clicking the evoting
		option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote
		during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there
		is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/
		LINKINTIME, so that the user can visit the e-Voting service providers' website directly.
	3)	If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/
		myeasi/Registration/EasiRegistration
	4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and
		PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.
		cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registered
		Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to
		see the e-Voting option where the evoting is in progress and also able to directly access the system
		of all e-Voting Service Providers.
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Type of		Login Method
Shareholders
Individual	1)	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL.
Shareholders		Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal
holding		Computer or on a mobile. Once the home page of e-Services is launched, click on the "Beneficial
securities in		Owner" icon under "Login" which is available under 'IDeAS' section. A new screen will open. You will
demat mode		have to enter your User ID and Password. After successful authentication, you will be able to see
with NSDL		e-Voting 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-Voting service provider name and you will be re-directed
		to e-Voting service provider website for casting your vote during the remote e-Voting period.
	2)	If the user is 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
		hold 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-Voting service provider name and you will be redirected to e-Voting
		service provider website for casting your vote during the remote e-Voting period.
Individual	You can also login using the login credentials of your demat account through your Depository Participant
Shareholders	registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting
(holding	option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after
securities	successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting
in demat	service provider name and you will be redirected to e-Voting service provider website for casting your
mode) login	vote during the remote e-Voting period.
through their
Depository
Participants

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Type of	Login Method
shareholders
Individual Shareholders holding	Members facing any technical issue in login can contact CDSL helpdesk
securities in Demat mode with CDSL	by sending a request at [e-mail] or contact at 022-
	23058738 and 22-23058542-43.
Individual Shareholders holding	Members facing any technical issue in login can contact NSDL helpdesk by
securities in Demat mode with NSDL	sending a request at [e-mail] or call at toll free no.: 1800 1020
	990 and 1800 22 44 30

1. Login method for e-Voting shareholders other than individual Shareholders holding in Demat form & Physical Shareholders.

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