Sundram Fasteners Limited
Total Page:16
File Type:pdf, Size:1020Kb
Sundram Fasteners Limited REGISTERED & CORPORATE OFFICE 98-A, VII FLOOR DR, RADHAKRISHNAN SALAI, MYLAPORE, CHENNAI - 600 004, INDIA Email: [email protected] TELEPHONE : +91 - 44 - 28478500 FAX : +91 - 44 - 28478508 /28478510 July 10, 2018 PAN : AAACS8779D CIN L35999TN1962PLC004943 National Stock Exchange of India Limited (NSE) WEBSITE : wwoalinaleikKn Scrip Code - 5UNDRMFAST th Exchange Plaza, 5 Floor Plot No.C/1, G Block Bandra Kuria Complex, Bandra (East) Mumbai — 400 051 BSE Limited (BSE) By Listing Centre Scrip Code - 500403 Phiroze Jeejeebhoy Towers Dalai Street, Mumbai — 400 001 Dear Sir / Madam, Notice of 7th Postal Ballot Pursuant to Regulation 30 and Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith a copy of the Notice of 7th Postal Ballot for the following items: a) Approval of remuneration payable to Sri Suresh Krishna, Chairman and Non-Executive Director effective, April 20, 2018. b) Continuation of Directorship of Sri Suresh Krishna (DIN 00046919), Chairman and Non-Executive Director from April 1, 2019 for the remaining period of his present tenure, i.e. till June 30, 2021. c) Continuation of Directorship of Sri K Ramesh (DIN 00556922), Non-Executive Director from April 1, 2019 till the date he becomes liable to retire by rotation. d) Continuation of Directorship of Sri R Srinivasan (DIN 00043658), Non-Executive Independent Director from April 1, 2019 for the remaining period of his present tenure, i.e. till September 21, 2019. e) Continuation of Directorship of Sri B Muthuraman (DIN 00004757), Non-Executive Independent Director from September 26, 2019 upto the end of his present tenure, i.e. till April 15, 2020. We also wish to inform you that the Company is providing remote e-voting facility to its members for the business to be transacted through postal ballot. The e-voting period commenced today, Tuesday, July 10, 2018 (9.00 a.m.) and ends on Wednesday, August 8, 2018 (5.00 p.m.). Thanking you, Yours truly, For SUNDRAM FASTENERS LIMITED R Dilip Kumar Vice President — Finance & Company Secretary 0 we, (sl"i'Z '0 \ ilMa NMI MINI UMW UM VEIN wr mory \IF/ 4)Prwitos4 ,, 4Wrincia# r, c4r1Fico# , Intertek Intertek Intertek Sundram Fasteners Limited CIN : L35999TN1962PLC004943 Registered Offi ce : 98-A, VII Floor, Dr. Radhakrishnan Salai, Mylapore, Chennai - 600 004 Phone : +91 - 44 - 28478500 | Fax : +91 - 44 - 28478508 / 28478510 E-mail : investorshelpdesk@sfl .co.in | www.sundram.com NOTICE OF 7TH POSTAL BALLOT [Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration), Rules, 2014] To The Members Notice is hereby given pursuant to Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, that it is proposed to transact the following special business by way of postal ballot:- i. Approval of remuneration payable to Sri Suresh Krishna, Chairman and Non-Executive Director effective, April 20, 2018. ii. Continuation of Directorship of Sri Suresh Krishna (DIN 00046919), Chairman and Non-Executive Director from April 1, 2019 for the remaining period of his present tenure, i.e. till June 30, 2021. iii. Continuation of Directorship of Sri K Ramesh (DIN 00556922), Non-Executive Director from April 1, 2019 till the date he becomes liable to retire by rotation. iv. Continuation of Directorship of Sri R Srinivasan (DIN 00043658), Non-Executive Independent Director from April 1, 2019 for the remaining period of his present tenure, i.e. till September 21, 2019. v. Continuation of Directorship of Sri B Muthuraman (DIN 00004757), Non-Executive Independent Director from September 26, 2019 upto the end of his present tenure, i.e. till April 15, 2020. The Board of Directors has appointed Sri K Sriram, Practising Company Secretary (CP No. 2215), Partner, M/s. S Krishnamurthy & Co., Company Secretaries, as the Scrutiniser, for conducting the postal ballot process in a fair and transparent manner. The draft of the Resolutions together with the Statement pursuant to Section 102(1) of the Companies Act, 2013, setting out the material facts concerning the proposed items of special business is enclosed. The voting period will be from 9 am on July 10, 2018 to 5 pm on August 8, 2018. By Order of the Board R Dilip Kumar Date: June 29, 2018 Vice President – Finance & Place: Chennai - 600 004 Company Secretary Notes: 1. A member desiring to exercise vote by postal ballot is requested to read the instructions for Postal Ballot carefully and return the Postal Ballot Form duly completed, in the attached self-addressed postage pre-paid envelope so as to reach the Scrutinizer before 5.00 p.m. on Wednesday, August 8, 2018. 1 2. The Scrutiniser will submit his report to the Chairman / Managing Director(s)/ Chief Financial Offi cer / Vice President – Finance & Company Secretary of the Company after completion of the scrutiny and the results of the postal ballot will be declared by the Chairman / Managing Director(s) / Chief Financial Offi cer / Vice President – Finance & Company Secretary on or before August 10, 2018, at the Registered Offi ce of the Company at 98-A, VII Floor, Dr. Radhakrishnan Salai, Mylapore, Chennai - 600 004. 3. A special resolution to be considered as duly passed must receive not less than three fourth of the total votes cast in favour of the resolution. Such votes may be cast by physical ballot or through remote e-voting. 4. In terms of Secretarial Standard – 2, the resolutions, on receiving the requisite number of votes, shall be deemed to have been passed on Wednesday, August 8, 2018. The results of the postal ballot will be communicated to the stock exchanges where the Company’s equity shares are listed, posted on the Company’s website – http://sundram.com/investors.php and will also be displayed on the notice board of the company at its registered offi ce within forty eight (48) hours of completion of voting. 5. As per the provisions of Section 110 of the Companies Act, 2013 and Rule 22 of the Companies (Management and Administration) Rules, 2014 and also in terms of Regulation 44 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing members a facility to exercise their right to vote on the postal ballot by electronic means through remote e-voting services provided by National Securities Depository Limited (NSDL). 6. The voting rights of the shareholders shall be in proportion to the number of shares held by them in the paid-up equity share capital of the Company as on the cut-off date, Friday, June 29, 2018. 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 Sundram Fasteners Limited Unclaimed Suspense Account stands frozen in terms of Regulation 39 read with Schedule VI of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Such shareholders are to treat this notice as having been given for information purposes only, 7. Members requiring any clarifi cation may contact investors helpdesk at Phone: +91 - 44 - 28478500 / Fax: +91 - 44 - 28478508 / 28478510 / E-mail: investorshelpdesk@sfl .co.in. SPECIAL BUSINESS 1. To consider and to give assent / dissent for passing the following resolution as a Special Resolution: Approval of remuneration payable to Sri Suresh Krishna, Chairman and Non-Executive Director “RESOLVED THAT pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors and subject to Section 197 and other applicable provisions of the Companies Act, 2013 (the Act), Articles of Association, and such other statutory/ regulatory consents or approvals as may be required, the payment of remuneration to Sri Suresh Krishna (DIN 00046919), Chairman and Non - Executive Director, as set out below, from April 20, 2018 and upto June 30, 2021 is hereby approved: a) Remuneration: Rs 8,33,333/- per month b) Perquisites: i. Medical expenses for self and spouse covering medical treatment in India and overseas, including premium on medical insurance and related travel expenses. 2 ii. Payment of premium on personal accident insurance, with the annual cover of Rs 10.00 crores for self. iii. Use of Chauffeur driven Company Car for personal use. iv. A Chairperson’s offi ce at the company’s expense and also entitled for reimbursement of expenses incurred in performance of his duties. c) Commission not exceeding two percent (2%) of the net profi ts of the Company subject to the total managerial remuneration in any fi nancial year not exceeding the limits permitted from time to time under Section 197 and other applicable provisions of the Act. RESOLVED FURTHER THAT subject to the limits as aforesaid, the payment and distribution of commission to Sri Suresh Krishna, Chairman and Non-Executive Director, be made in such proportion and in such manner as the Board may determine from time to time. RESOLVED FURTHER THAT pursuant to the Articles of Association of the Company and subject to the applicable provisions of the Act, Sri Suresh Krishna, Chairman and Non-Executive Director, shall not be subjected to retirement by rotation or taken into consideration in determining the rotation or retirement of Directors.” 2. To consider and to give assent / dissent for passing the following resolution as a Special Resolution: Continuation of Directorship of Sri Suresh Krishna (DIN 00046919),