Sundaram Finance Limited

CIN: L65191TN1954PLC002429

Registered Office: 21 Patullos Road, Chennai 600 002

Tel: 044 2852 1181, Fax: 044 2858 6641 Email: investorservices@sundaramfinance.in

www.sundaramfinance.in

NOTICE

Notice is hereby given that the 69th Annual General Meeting of the Shareholders of the Company will be held on Wednesday, the 27th July 2022, at 10.00 A.M. through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), to transact the following business:

ORDINARY BUSINESS

  1. To consider and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution:
    "RESOLVED that the Audited Financial Statements, including the Consolidated Financial Statements, of the Company, for the year ended 31st March 2022 and the Board's and Auditors' Reports thereon, be and are hereby approved and adopted."
  2. To consider and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution:
    "RESOLVED that a final dividend of `10/- per share (100% on the face value of `10/-), as recommended by the Directors, be and is hereby declared for the financial year ended 31st March 2022 on the paid-up capital of `111.10 cr. and the same be paid to the shareholders, whose names appear on the Register of Members of the Company on 11th July 2022, making with the interim dividend of `10/- per share (100% on the face value of `10/-), a total dividend of `20/- per share (200% on the face value of `10/-) for the year 2021-22 and that the total dividend amount of `222.21 cr. representing the said total dividend of `20/- per share (200% on the face value of `10/-) be paid out of the profits for the year 2021-22."
  3. To consider and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution:
    "RESOLVED that Sri T. T. Srinivasaraghavan (holding DIN: 00018247), the retiring Director, be and is hereby re-elected as Director of the Company, liable for retirement by rotation."
  4. To consider and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution:
    "RESOLVED that Sri A.N. Raju (holding DIN:00036201), the retiring Director, be and is hereby re-elected as Director of the Company, liable for retirement by rotation."

SPECIAL BUSINESS

  1. To consider and if thought fit, to pass with or without modifications, the following resolution as a Special Resolution:
    "RESOLVED that pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable provisions, consent of the Company be and is hereby accorded for the continuation of office of Sri S. Prasad (holding DIN - 00063667) as an Independent Director of the Company upto the date of completion of the term approved by the shareholders, viz., 31st March 2024, notwithstanding that he would be attaining the age of seventy five years during the continuity of the term."
  2. To consider and if thought fit, to pass with or without modifications, the following resolution as a Special Resolution:
    "RESOLVED that pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable provisions, consent of the Company be and is hereby accorded for the continuation of office of Sri S. Mahalingam (holding DIN - 00121727) as an Independent Director of the Company upto the date of completion of the term approved by the shareholders, viz., 25th May 2024, notwithstanding that he would be attaining the age of seventy five years during the continuity of the term."

By Order of the Board

Chennai 600 002

P VISWANATHAN

25.05.2022

Secretary & Compliance Officer

SUNDARAM FINANCE LIMITED

1

NOTE:

This Notice, together with the Annual Report for the financial year 2021-22, is being sent only in electronic form, in accordance with the relaxation granted by the Securities and Exchange Board of India vide Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13th 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 at the close of business hours on 30th June 2022 and who have registered their email id with the Company/Depositories.

  1. Appointment of Proxy
    A member entitled to attend and vote is entitled to appoint a proxy and such a proxy need not be a member. However, as per the permission granted by MCA and SEBI, the entitlement for appointment of proxy has been dispensed with for AGMs to be conducted in electronic mode till 31st December 2022. Accordingly, the Attendance Slip and Proxy Form have not been annexed to this Notice.
  2. Book Closure
    The register of members and share transfer books of the Company will remain closed from 12th July 2022 to 27th July 2022 (both days inclusive). The dividend, if declared at the meeting, will be paid on or after 28th July 2022.
  3. Voting
    In accordance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company has provided the facility of voting by electronic means (remote e-voting) to the members.
    The Board of Directors has appointed Sri T.K. Bhaskar, Partner, HSB Partners, Advocates, Chennai, as the Scrutinizer, for conducting the e-voting process in a fair and transparent manner.
    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.
    It may be noted that the remote e-voting facility is optional. The remote e-voting facility will be available at the link www.evotingindia. com during the following voting period:
    The remote e-voting would commence on Friday, the 22nd July 2022 (9:00 AM) and end on Tuesday, the 26th July 2022 (5:00 PM).
    During the above period, shareholders of the Company, holding shares either in physical form or in dematerialised form, as on the cut-off date of 20th July 2022, may cast their vote electronically.

SUNDARAM FINANCE LIMITED

The e-voting module shall be disabled by CDSL for voting after 5:00 PM on 26th July 2022. Once the vote on a resolution is cast by the shareholder, the shareholder cannot change it subsequently.

The voting rights of Members shall be in proportion to the shares held by them in the paid up equity share capital of the Company as on 20th July 2022. Only those persons, whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date (20th July 2022), shall be entitled to avail the facility of remote e-voting /e-voting at the time of the meeting.

The facility for voting through electronic voting system shall also be made available at the time of the meeting and Members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right at the meeting.

Any person, who acquires shares of the Company and becomes a member after despatch of the Notice, but holds shares as on the cut-off date for remote e-voting i.e. 20th July 2022, may obtain the login Id and password by sending a request to helpdesk.evoting@cdslindia.com or contact our Registrar & Share Transfer Agent at the address mentioned on Note no.4.A.(ii).

The Members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

The Scrutinizer will submit his report to the Company after completion of the scrutiny and the results of e-voting, will be announced by the Company on its website - www.sundaramfinance.in within 2 working days of the conclusion of the AGM.

4. Other Matters

A. Members are requested to:

  • Provide their e-mail id for all communication purposes;
  • Opt for NACH / NEFT / RTGS facility by providing latest and correct bank account details for prompt credit and for avoiding fraudulent encashment / loss in postal transit of dividend warrant;
  • Avail nomination facility;
  • Provide Permanent Account Number, if not already provided;
    For the above purposes,
    1. shareholders holding shares in electronic mode may approach their respective depository participants (DP)
      and
    2. shareholders holding shares in physical mode can approach M/s. Cameo Corporate Services

2

Limited, our Registrar & Share Transfer Agent, 'Subramanian Building', No 1 Club House Road, Chennai 600 002, Tel. No. 044 2846 0390 - 0395, Email: investor@cameoindia.com.

  1. Pursuant to Finance Act 2020, dividend income will be taxable at the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from the dividend paid at the prescribed rates, if the dividend amount exceeds `5,000/-. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof.
    A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H (which can be downloaded from the company's website - www.sundaramfinance.in), to avail the benefit of non- deduction of tax at source by email to investor@cameoindia. com by 11:59 PM IST on 11th July 2022. Shareholders are requested to note that in case their PAN is not registered, tax will be deducted at a higher rate of 20%.

Non-resident shareholders can avail beneficial rates under the Tax Treaty between India and their country of residence, subject to providing necessary documents, i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the Tax Treaty benefits, by sending an email to investor@cameoindia.com. The aforesaid declarations and documents should be submitted by the shareholders by 11:59 P.M. IST on 11th July, 2022.

  1. Members who are holding shares in physical form are requested to avail dematerialisation facility. For further information, please refer to FAQs posted by National Securities Depository Limited on its website www.nsdl.co.in and Central Depository Services (India) Limited on its website www.cdslindia.com.
  2. Since the AGM is proposed to be held through VC / OAVM, the Route Map of the venue has not been annexed to this Notice.
  3. The procedures and instructions for 'remote e-voting', 'attending the meeting' and 'e-voting at the meeting'. Issued by CDSL, are furnished as part of this Notice - Pages 5 to 9.

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013 AND REGULATION 36(5) OF

THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

SPECIAL BUSINESS

Item Nos. 5 and 6

According to the provisions of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the appointment or continuation of the term of any person who has attained the age of seventy five years as a non-executive director, will be subject to the approval of the shareholders through Special Resolution.

The shareholders of the Company had, vide Special Resolutions passed through Postal Ballot on 21st March 2019, approved the re-appointment of Sri S. Prasad and Sri S. Mahalingam, Independent Directors, for further terms of five years each upto 31st March 2024 and 25th May 2024 respectively. Both these Independent Directors would be attaining the age of seventy five years during the continuity of their respective terms of office.

Sri S. Prasad, FCA, has more than a decade of experience in industry as a finance professional and 4 decades of experience as a practicing Chartered Accountant. Sri S. Mahalingam, B.Com. (H), ACA, has over 4 decades of experience in Finance, Information Technology and General Management. He was formerly the Chief Financial Officer and Executive Director of Tata Consultancy Services Limited.

Sri S. Prasad and Sri S. Mahalingam fulfil the eligibility criteria laid down for Independent Directors under the Companies Act, 2013 and the SEBI

SUNDARAM FINANCE LIMITED

(Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, after considering the vast knowledge, experience and expertise of both these Independent Directors, as well as the contribution made by them to the proceedings of the Board and its Committees, the Board of Directors, after taking into account the recommendations of the Nomination, Compensation and Remuneration Committee, considers that their continuation in office as Independent Directors would be of immense benefit to the Company. Hence, the Board recommends the Special Resolutions in relation to the continuation of office of Sri S. Prasad and Sri S. Mahalingam as Independent Directors of the Company till the completion of their respective terms of office upto 31st March 2024 and 25th May 2024 respectively, for approval by the shareholders of the Company.

INTEREST OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Except Sri S. Mahalingam and Sri S. Prasad, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the respective resolutions.

By Order of the Board

Chennai 600 002

P VISWANATHAN

25.05.2022

Secretary & Compliance Officer

3

ANNEXURE TO THE EXPLANATORY STATEMENT

Particulars of the Directors seeking re-appointment /continuation at the 69th Annual General Meeting pursuant to regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements)

ITEM Nos. 3 & 4

Name of Director

Sri T.T. Srinivasaraghavan

Sri A. N. Raju

DIN

00018247

00036201

Date of Birth

January 19, 1955

May, 15, 1959

Expertise in specific functional areas

Has over 4 decades of experience in Banking and

Has nearly four decades of experience in

Financial Services. He was the Managing Director of

the Automobile, Engineering, Finance and

the company for 18 years and laid down his office in

General Management. Formerly with GE

March 2021.

Capital and SRF Group.

He continues as a Non-executive Director on the Board.

Qualifications

B.Com., MBA (Gannon University, USA)

B.Sc. (Engineering), MBA

List of other Listed companies in which

Sundaram Finance Holdings Limited.

-

directorship held as on 31st March 2022

- Chairman

Chairman/Member of the Committees of the

Sundaram Finance Holdings Limited

-

Board of other Listed companies in which he is

Investment Committee - Chairman

a Director as on 31st March 2022

Corporate Social Responsibility Committee - Member

Stakeholders' Relationship Committee - Member

Listed entities from which the Director has

Nil

Nil

resigned in the past three years

Shareholding as on 31st March 2022:

(a) held individually

Nil

Nil

(b) held as Karta of HUF

1,23,192 equity shares

Nil

(c) held jointly with others

3,34,376 equity shares

38,528 equity shares

(d) held as Executor / Trustee

1,18,000 equity shares

Nil

Relationship with other Directors

-

-

PROCEDURES / INSTRUCTIONS

CDSL E-Voting System - For Remote E-Voting and E-Voting during AGM

  1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 05, 2020, Circular No. 02/2021 dated January 13, 2021 and Circular No. 2/2022 dated May 5, 2022. The forthcoming AGM will thus be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM
  2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM/AGM will be provided by CDSL.

SUNDARAM FINANCE LIMITED

4

  1. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
  2. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
  3. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.
  4. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.sundaramfinance.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. National Stock Exchange of India Limited at www.nseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.
  5. The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

Step 1

Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2 Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  1. The voting period begins on 22nd July 2022 and ends on 26th July 2022. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 20th July 2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
  2. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
  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.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

  1. 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.

SUNDARAM FINANCE LIMITED

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Sundaram Finance Ltd. published this content on 04 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 July 2022 12:32:04 UTC.