Sundaram-Clayton Limited

Registered Office: "Chaitanya", No. 12, Khader Nawaz Khan Road, Nungambakkam, Chennai - 600006 PH: 044 28332115

BSE Limited,

Phiroze Jeejeebhoy Towers,

Dalal Street,

Mumbai 400 001.

Scrip code: 520056

Dear Sirs,

1sth March 2020

National Stock Exchange of India Ltd.,

Exchange Plaza, 5th Floor,

Bandra-Kurla Complex,

Bandra (E), Mumbai 400 051.

Scrip code: SUNCLAYLTD

Reg Intimation of the results of Postal Ballot as per Regulation

44(3) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (SEBI (LODR) 2015)

Please refer to our letter dated 5th February 2020, informing about the proposal to seek the approval of the shareholders of the Company by way of ordinary resolution, through postal ballot / e-voting for re-appointment of Dr. Lakshmi Venu as Joint Managing Director for a further period of five years from 22nd March 2020.

Pursuant to Regulation 44 and Regulation 30 of the SEBI (LODR) 2015, we send herewith the announcement of the results (Annexure - 1) and consolidated scrutinizer report (Annexure - 2) of the postal ballot including e-voting.

We also wish to inform you that aforesaid resolution has been approved by the shareholders with requisite majority.

Kindly acknowledge receipt.

Thanking you,

Yours faithfully, For darap,-CI yton Limited

��

R a rakash Co p ny Secretary

Website: www.sundaram-clayton.com Email: corpsec@scl.co.in CIN: L35999TN1962PLC004792

SUNDARAM-CLAYTON LIMITED Annexure -1

Results of voting through electronic means and postal ballot

Date of Postal Ballot 17-03-2020 Total number of shareholders on record date <07 /02/2020) 18,184 No. of shareholders present in the meeting either in person or through proxy:

N.A. Promoters and Promoter Group: Public:

No. of Shareholders attended the meeting through Video Conferencing Promoters and Promoter Group: N.A. Public

Resolution 1 I Re-appointment of Dr. Lakshmi Venu as Joint Managing Director for a further period of five years from 22nd March 2020 including the terms of remuneration payable to her.

Resolution required: (Ordinary/ Special) Ordinary

Whether promoter / promoter group are interested in the agenda / No

resolution?

No. of shares % of Votes cast on

No. of Votes in No. of Votes 0Jo of Votes in 010 of Votes against on

held No. of votes cast outstanding

favour against favour on votes votes cast

Category Mode of Voting shares cast

(1) (2) (3)=[(2)/(1)]* (4) (5)

(6)=[( 4)/(2)]* (7)=[(5)/(2)]* 100 100 100

E-Voting 1,51,74,060 100.0000 1,51,74,060 - 100.0000 -Promoter and

Postal Ballot 1,51,74,060

Promoter Group - - - - - -Total 1,51,74,060 1,51,74,060 100.0000 1,51,74,060 - 100.0000 -

Public-E-Voting

32,00,470 22,10,516 69.0685 22,03,858 6,658 99.6988 0.3012

Institutions Postal Ballot - - - - - -Total 32,00,470 22,10,516 69.0685 22,03,858 6,658 99.6988 0.3012

Public- Non E-Voting

18,57,555 2,32,766 12.5308 2,32,461 305 99.8690 0.1310

Institutions Postal Ballot 31,020 1.6699 30,579 441 98.5783 1.4217

Total 18,57,555 2,63,786 14.2007 2,63,040 746 99.7172 0.2828 Total 2.02.32.085 1.76.48.362 87.2296 1.76.40.958 7 404 99.9580 0.0420

Annexure -2UH B CHANDRA & ASSOCIATES PRACTISING COMPANY SECRETARIES Regn.No:P2017TN065700

18.03.2020

SCRUTINlZER'S REPORT

To

Tilt! Mai ld!Semen t, Sundaram C1<1yton Limited, Chaitanya, No 12 Khader Nawaz Khan Road,

ungambakkam, Chennai 600 006

Subject:

Dear Sir,

Passing of resolution by means of Postal Ballot in terms o( Section 110 of the

Comp:tn ies Act, 2013 read with the Companies (Management and Ad.ministration)

Amendment Rules, 2015, framed there under with regard to the Special Resolution

of the Companies Act, 2013 (the Act)

Pk•,1se refer to your letter dated ,Ssh February 2020 appo1nling us as the Scrutinizer for Lhe purp~ of

o~g the result of the Prn.'tal Ballot process for passing Ordinary Re<iOluUon in rt'Hpect of item

mentioned elsewhere in the report

As per the information furnished by the Company and after carrying out the scrutiny of the Postal

Ballot Formi. (both by physical mode & e voling) received from the members of the Company, we

hereby submit our report as under·

1.1

1.2

1.3

1.4

---------- -I The Company on IJ1h Pc b r u a ry 2020 1:ompleted the db1n1tch of PostaJ Ballot Forms along

with self-addressed

registered with the C

po~k1ge prepaid envelope to its Members whose e mail idi, are not

ompany but whose name(s) appeared on the Regbter of Members/\11,t

07'" f ebruary 2020. In r('<;pect of Lhose membt:>r~ who~ e mail i<.1 i1,

Company, the Postal ballot forms along wilh U1e Notice and

t were sent by e-mail on 13th February 2020. Members were also given

of beneficiaries ru; on registered witli. the

Explanatory Statemen

the option to vote el ectronically on e-voting platform, provided by the National Securities

NSDL), as an alternate, to cruible them to cast their votes electronkally

Postal Ballot Form.

D<'pository I imited (

instead of dispatching --

The Public Advertise ment with rC>spcct Lo dispatch of postal ballot wai- public;hed on 141"

:,h ewspaper ''Business Standard" & on 141h February 2020 in Tamil

ar ewspaper) "Makl..al Kural''.

February 2020 in EngB

Newspaper (Vernacul

In terms of the Public

from the members wa.

Notice, the last date and time fixed to receive the Postal Ballot Formi.

s not later than close of working hours on 17'h March 2020 (5.00 P .M).

emberi. were reque.'ted to cast their votes electronically on or before ln case or E voting, m

1711, March 2020 (5.00 P.M) --

Particulars of all the postal ballot forms received from lhe MemberH physically and votes c Ix-en entered in a register separately maintained for the purpose ca I clectronirnlly hav

J

AG 3, RAGAMALTKA, No.26, Kumaran Colony Main Road, Vadapalani,

E-mail : bchandraandassociate~gmail.com bchandracosecy@gmail .com

H/P :9840276313, 9840375053 Chenna1 - 600026. Phone ; 044-23620157

1.5

1.6

The postal ballot form · were kept under our safe custody .

The postal ballo form were duly scrutiniz in our presence and rulinued and th

hareholding wa matched / confirmed with Lhe Register of embers of the company/list

of benefici.al'ies at. on Q7lh Pebruary 2020 a$ maintained by the Company. Votes ca l by e

voting were malcht-d wi th the Re •ister of Member of th company/ (j t f b~'l"lefi.ciarl

and checked for duplicati n viz, voting by both physical and electronic mode. The otes

downloaded from the e-Voting s stem were collated on 17lh March 2020 after 5.00 P.M.

Duplicale votes, numbering 6, were eliminated from the ph sical ballots. 1----- --+-- -

AU pnst:al ballot form re eived and votes casl lhr ugh e-voling upto 5.00 PM on 17'h 1.7

1.8

1.9

March 2020, the last da te amt time fi eel by Lhe Company for receipt of the form , were

nsidered for our scrutiny .

o Envelope containing postal ballot forms were recei ed after 5.00 PM on l/'1h March

2020. AJ. confirmed by RTA, 1008 po tal ballot forms weI return d undcli ered and 630

per the information provided by the Company and the Registrar nd Transfer Agent,

there were no defaced or mutilated ballot paper . ,_ ___ ,

2. A summary of the postal ballot forms processed i - gi en belo

Resolution Nature of . 0

Resolution

1 Re- ppointment o Dr. Lakshmi Venu a Joint Managing Director for a Ordinary

further period of Fi e year. from 22nd March 2020.

The details of the number of p tal baJlo received, number of e- oting carried ul by member and

the valid / in a lid votes in respect of the above said resolution are gi en below.

RESOLUTIO No 1 -

Voter count No of votes % to total valid

votes

1n favour 359 30579 98.58 Postal ballot

Against 9 441 1.42

Invalid 41 4261 In favour 125 17610379 99.96

-voting Against 12 6963 0 .04

Invalid 1 82

In favou.,. 484 1764,0958 99.96

Total Against 21 7404 0.04

Invalid 42 4343

Sin 176.40,958 vol were in favour of afore6aid Ordinary Resolution ( on tituting 484 in number) of the total number of net valid votes cast a per summary abo e, we hereby r ~rt lhat the above said r . olulion is pas ·cd .:u, O,dina rei,olution.

3. We have handed over the Postal Ballot Forms, the data sheet relating to e-voting and other related papers/registers, records for the safe cui-;tu<ly to the Company Secretary, authodzed by the Board lo supervise the po tal ballot process.

4. You may accordjngly declare the re~1.1Jt of the voting by POl tal Ballot.

5. Corporate members who had participated in the remote e-voting and had provided the C<inned copy of the resolulion pa sed at their Board and Power of Attorney for

.iuthorization to exercise their votes through e--voting ha e been taken inlu account.

Thanking you,

Yours faithfully,

B Chandra Partner B CHANDRA AND ASSOCJA TES Company Secretaries in Practice CP o. 7859 UDIN 0 : A020 79A000614956