E.I.D. Parry (India) Ltd. — Proxy Solicitation & Information Statement 2022

Apr 12, 2022

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E.I.D. - Parry (India) Limited

Regd. Office: Dare House, 234, N.S.C. Bose Road, Parrys Corner, Chennai- 600 001, India. Tel: 91 44 25306789 Fax: 91 44 25341609 / 25340858 CIN: L24211TN1975PLC006989

Website: www.eidparry.com

	April 12, 2022
National Stock Exchange of India Ltd	BSE Limited
Exchange Plaza, 5th Floor	1st Floor
Plot No. C/1, G Block	New Trading Ring, Rotunda Building
Bandra-Kurla Complex, Bandra (E)	P J Towers, Dalal Street, Fort,
Mumbai 400 051	Mumbai 400 001
Scrip Code: EIDPARRY	Scrip Code No: 500125

Dear Sir/Madam,

Sub: Postal Ballot Notice - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR")

Pursuant to Regulation 30 of the SEBI LODR, please find enclosed a copy of the Postal Ballot Notice together with the Explanatory Statement, seeking approval of the Members of the company for the appointment of Mr.S.Durgashankar (DIN:00044713) as a Non-Executive and Independent Director of the company, with effect from March 21, 2022, for a period of 5 years.

Pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”), Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standards issued by the Institute of Company Secretaries of India (“ICSI”) on General Meetings (“SS-2”) and other applicable Laws, Rules and Regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time), read with the Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 22/2020 dated June 15, 2020, Circular No. 33/2020 dated September 28, 2020, Circular no. 39/2020 dated December 31, 2020, Circular no 10/2021 dated June 23, 2021, and Circular No. 20/2021 dated December 8, 2021 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”) the Postal Ballot Notice is being sent only by electronic mode to the Members whose names appear on the Register of Members/list of Beneficial Owners as on April 8, 2022 (cut-off date) and whose e-mail addresses are registered with the Company/Depositories. As per the provisions of the MCA Circulars, Members can vote only through the remote e-voting process.

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E.I.D. - Parry (India) Limited

Regd. Office: Dare House, 234, N.S.C. Bose Road, Parrys Corner, Chennai- 600 001, India. Tel: 91 44 25306789 Fax: 91 44 25341609 / 25340858 CIN: L24211TN1975PLC006989 Website: www.eidparry.com

In accordance with the provisions of the MCA Circulars, the Company has made arrangements for the Members to register their e-mail addresses. Therefore, those Members who have not yet registered their e-mail addresses are requested to register their e-mail addresses by following the procedure set out in the notes to the Postal Ballot Notice. The Company has engaged the services of KFin Technologies Limited, Registrar and Share Transfer Agent, for providing remote e-voting facility to all its members. The remote e-voting begins on April 13, 2022, at 09:00 a.m. IST and ends on May 12, 2022, at 05:00 p.m. IST.

The Postal Ballot Notice is also available on the Company's website at - https://www.eidparry.com/postal ballot/

Kindly take the above information on record.

Yours faithfully

For E.I.D. - Parry (India) Limited

Biswa Mohan Rath Company Secretary

Enc: a/a

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E.I.D.- PARRY (INDIA) LIMITED

CIN: L24211TN1975PLC006989

Registered Office: ‘Dare House’, Parrys Corner, Chennai - 600 001 Tel.: +91-44-25306789, Fax: +91-44-25306930 Email: investorservices@parry.murugappa.com Website: www.eidparry.com

NOTICE OF POSTAL BALLOT

To

The Members E.I.D.- Parry (India) Limited

NOTICE is hereby given pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other applicable provisions of the Act, Rules, circulars and notifications issued thereunder (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time), that the special resolution as set out in this notice is proposed for consideration by the Members of E.I.D.- Parry (India) Limited (“Company”) for passing through Postal Ballot by Electronic means (“E voting”).

PROPOSED RESOLUTION

Appointment of Mr.S.Durgashankar as an Independent Director of the Company:

To consider and if deemed fit, to pass the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulations 16 (1) (b), 17, 17 (1C) and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) [including any statutory modification(s) or re-enactment thereof for the time being in force and as amended form time to time], Mr. S.Durgashankar (DIN: 00044713), who was appointed as an Additional Director and designated as a Non-Executive and Independent Director of the Company with effect from March 21, 2022 by the Board pursuant to Section 161(1) of the Act and in respect of whom the Company has received a notice in writing from a Member under Section 160 (1) of the Act proposing his candidature for office of Director and who has submitted a declaration that he meets the criteria of Independence as provided under the Act and the Listing Regulations and who is eligible for appointment as an Independent Director, be and is hereby appointed as a Non-Executive and Independent Director of the Company, not liable to retire by rotation, to hold office for an initial term of five consecutive years commencing from March 21, 2022 to March 20, 2027.”

By Order of the Board For E.I.D.- Parry (India) Limited

Place: Chennai Date: March 31, 2022

Biswa Mohan Rath Company Secretary

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Notes:

1. The explanatory statement pursuant to the provisions of Section 102 and Section 110 of the Act stating all material facts and the reasons thereof for the proposed resolution set forth in the Notice is annexed to and forms part of this Notice.

2. As per General Circular Nos. 14/2020 dated 8th April 2020, 17/2020 dated 13th April 2020, 22/2020 dated 15th June 2020, 33/2020 dated 28th September 2020, 39/2020 dated 31st December 2020 and 10/2021 dated 23rd June 2021 and Circular No. 20/2021 dated 8th December, 2021 (the “MCA Circulars”), this Notice along with the instructions regarding e- voting is being sent only by email to all those members, whose email addresses are registered with the Company or with the depository(ies) / depository participants and whose names appear in the register of members/list of beneficial owners as on the Cut-off date i.e., April 8, 2022. Members may note that this Notice also will be available on the Company’s website, www.eidparry.com and on the website of the Company’s Registrar and Share Transfer Agent, (“RTA”) KFin Technologies Limited (“KFIN”), https:// evoting.kfintech.com and on the website of stock exchanges i.e. www.nseindia.com and www.bseindia.com.

3. The voting rights of the Members/Beneficial Owners for this Postal Ballot shall be reckoned based on the equity shares held by them as on cut-off date, April 8, 2022. A person who is not a shareholder on the relevant date should treat this notice for information purpose only. As per the MCA Circulars, physical copy of the Notice, Postal Ballot Form and pre-paid business reply envelope are not being sent to the members for this Postal Ballot.

4. The Postal Ballot Notice is being sent to Members who have registered their e-mail IDs for receipt of documents in electronic form to their e-mail addresses registered with their respective Depository Participants (in case of dematerialised shareholding) / Company’s Registrar and Share Transfer Agent (in case of Physical shareholding).

5. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to KFIN at einward.ris@kfintech.com

6. The remote e-voting begins on April 13, 2022, at 09:00 a.m. IST and ends on May 12, 2022, at 05:00 p.m. IST. The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by KFIN upon expiry of the aforesaid period. Once the vote on the resolution is cast by the Member, he / she shall not be allowed to change it subsequently or cast the vote again.

7. The resolution, if passed by requisite majority, shall be deemed to have been passed on May 12, 2022 , the last date specified for e-voting.

8. Resolution passed by the Members through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members.

9. Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company have appointed Mr. R.Sridharan of M/s. R. Sridharan & Associates, Company Secretaries, Chennai (Membership No. F4775 / CP No: 3239) as the Scrutinizer (“Scrutinizer”) for conducting the postal ballot voting process by way of remote e-voting in a fair and transparent manner.

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1. The Scrutinizer will submit his report to the Chairman / Company Secretary / or any Director of the Company duly authorised by the Chairman after completion of the scrutiny of e-voting. The results of the postal ballot will be announced by the Chairman / Company Secretary / or any Director of the Company on or before Saturday, May 14, 2022. The results of the postal ballot will also be displayed at the registered office and posted on the Company’s website www.eidparry.com and on KFIN’s website https://evoting.kfintech.com/public/Downloads.aspx as well as on the website of the Stock Exchanges where the Company’s shares are listed viz. www.bseindia.com and www.nseindia.com.

2. All the documents referred to in this Notice and the Statement pursuant to Section 102 of the Act, will be available for inspection by the members electronically. Members seeking to inspect such documents can send an email to investorservices@parry.murugappa.com mentioning their name, Folio No. / Client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the email.

3. Information as required under the Listing Regulations and the Secretarial Standards on General Meetings (SS 2) issued by the ICSI, in respect of appointment of Directors is furnished and forms part of the notice.

4. The Resolution being Special Resolution will be declared as passed, if the votes cast in favour of the resolution is not less than three times the number of votes, if any, cast against the resolution by members so entitled and voting.

5. In terms of ‘MCA Circulars’, voting can be done only by E-voting. The Members are strongly advised to use the E-voting procedure by themselves and not through any other person.

6. The instructions for Shareholders for e-voting are as under:

7. a) Pursuant to the provisions of Section 108 of the Act and Rules made thereunder, Regulation 44 of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), the Company is pleased to provide the members facility to exercise their right to vote through the e- Voting services provided by KFIN, on all the resolutions set forth in this Notice.

8. b) Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020, on “e-Voting facility provided by Listed Companies”, e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process. The details of the process and manner for remote e- Voting is explained herein below

9. c) Procedure of login for Individual shareholders holding the securities in demat mode and access remote e-Voting as devised by Depositories / Depositary Participants are given below:

Shareholders	Login Procedure
Individual Shareholders	A. Users already registered for IDeAS e-Services facility of NSDL:

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holding shares in Demat mode with National Securities Depository Limited (“NSDL”)	i. Type in the browser / Click on the following e-Services link: https://eservices.nsdl.com ii. Click on the button “Beneficial Owner” available for login under ‘IDeAS’ section. iii. A new page will open. Enter your User ID and Password for accessing IDeAS. iv. On successful authentication, you will enter your IDeAS service login. Click on “Access to e-Voting” under Value Added Services on the panel available on the left-hand side. v. Click on “Active E-voting Cycles” option under E-voting. vi. You will see Company Name: “E.I.D.- Parry (India) Limited” on the next screen. Click on the e-Voting link available against E.I.D.- Parry (India) Limited or select e-Voting service provider “KFIN” and you will be re-directed to the e-Voting page of KFIN to cast your vote without any further authentication.
	B. Users not registered for IDeAS e-Services facility of NSDL: i. To register, type in the browser / Click on the following e- Services link:https://eservices.nsdl.com. ii. Select option “Register Online for IDeAS” available on the left-hand side of the page. iii. Proceed to complete registration using your DP ID, Client ID, Mobile Number etc.
	C. Visit the e-Voting website of NSDL: i. After successful registration, type in the browser / Click on the following link:https://www.evoting.nsdl.com/ ii. Click on the button “Login” available under “Shareholder/ Member” section. iii. On the login page, enter User ID (that is, 16-character demat account number held with NSDL, starting with IN), Login Type, that is, through typing Password (in case you are registered on NSDL’s e-voting platform)/ through generation of OTP (in case your mobile/e-mail address is registered in your demat account) and Verification Code as shown on the screen. iv. On successful authentication, you will enter the e-Voting module of NSDL. Click on “Active E-voting Cycles / VC or OAVMs” option under e-Voting. You will see Company Name: “E.I.D.- Parry (India) Limited” on the next screen. Click on the e-Voting link available against E.I.D.- Parry (India) Limited or select e-Voting service provider “KFIN” and you will be re-directed to the e-Voting page of KFIN to cast your vote without any further authentication.

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Individual Shareholders holding shares in Demat mode with Central Depository Services (India) Limited (“CDSL”)	A. Users already registered for Easi / Easiest facility of CDSL: i. Type in the browser / Click on any of the following links: https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi / Login to My Easi option under Quick Login (best operational in Internet Explorer 10 or above and Mozilla Firefox) ii. Enter your User ID and Password for accessing Easi / Easiest. iii. You will see Company Name: “E.I.D.- Parry (India) Limited” on the next screen. Click on the e-Voting link available against E.I.D.- Parry (India) Limited or select e-Voting service provider “KFIN” and you will be re-directed to the e- Voting page of KFIN to cast your vote without any further authentication.
	B. Users not registered for Easi/Easiest facility of CDSL: i. To register, type in the browser / Click on the following link: https://web.cdslindia.com/myeasi/Registration/EasiRegistr ation ii. Proceed to complete registration using your DPID Client ID (BO ID), etc. iii. After successful registration, please follow steps given under Sr. No. 1 above to cast your vote.
	C. Users may directly access the e-Voting module of CDSL: i. Type in the browser / Click on the following links: www.cdslindia.com /https://www.evotingindia.com ii. Provide Demat Account Number and PAN iii. System will authenticate user by sending OTP on registered Mobile & E-mail as recorded in the Demat Account. iv. On successful authentication, you will enter the e-voting module of CDSL. Click on the e-Voting link available against E.I.D.- Parry (India) Limited or select e-Voting service provider “KFIN” and you will be re-directed to the e-Voting page of KFIN.
Individual shareholders (holding shares in Demat mode) login through their demat accounts / Website of Depository Participant:	1. Shareholders can access e-Voting facility provided by the Company using login credentials of their demat accounts through their Depository Participants registered with NSDL/ CDSL. An option for “e-Voting” will be available once they have successfully logged-in through their respective logins. 2. Click on the option “e-Voting” and they will be redirected to e-Voting modules of NSDL/ CDSL (as may be applicable). 3. Click on the e-Voting link available against E.I.D. – Parry (India) Limited or select e-Voting service provider “KFIN” and shareholders will be redirected to the e-Voting page of KFIN to cast your vote without any further authentication.

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Members who are unable to retrieve User ID / Password are advised to use “Forgot User ID” / “Forgot Password” options available on the websites of Depositories / Depository Participants.

For technical Assistance:

Members facing any technical issue in logging can contact the respective helpdesk by sending a request on the email id’s or contact on the phone nos. provided below:

NSDL	CDSL
E-mail: evoting@nsdl.co.in Toll free nos.: 1800 1020 990 / 1800 22 44 30	E-mail: helpdesk.evoting@cdslindia.com Toll free nos.: 1800 22 55 33

• d) Information and instructions for remote e-Voting by shareholders other than individuals holding shares of the Company in demat mode and all shareholders holding shares in physical mode:

• In case a member receives an e-mail from the Company / KFIN [for Members whose e- mail address is registered with the Company / Depository Participant(s)]:

• i. Launch internet browser by typing the URL: https:// evoting.kfintech.com

• ii. Enter the login credentials. In case of physical folio, User ID will be EVEN followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. If you are already registered with KFIN for e-Voting, you can use the existing password for logging-in. If required, please visit https://evoting.kfintech.com or contact tollfree number 1800-3094-001 (from 9:00 a.m. to 6:00 p.m. on all working days) for assistance on your existing password. Members who have forgotten the Password are advised to use “Forgot Password” options available on the website.

• iii. After entering these details appropriately, click on “LOGIN”.

• iv. You will now reach Password Change Menu wherein you are required to mandatorily change your password upon logging-in for the first time. The new password shall comprise minimum 8 characters with at least one upper case (A-Z), one lower case (az), one numeric (0-9) and a special character (@,#,$,etc.,). The system will prompt you to change your password and update your contact details like mobile number, e- mail address, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

• v. You need to login again with the new credentials.

• vi. On successful login, the system will prompt you to select the E-Voting Event Number (EVEN): 6544 for E.I.D.- Parry (India) Limited.

• vii.On the voting page, enter the number of shares as on the Cut-off Date under either “FOR” or “AGAINST” or alternatively, you may partially enter any number under “FOR” / “AGAINST”, but the total number under “FOR” / “AGAINST” taken together should not exceed your total shareholding as on the Cut-off Date. You may also choose to “ABSTAIN”, and vote will not be counted under either head.

• viii. Members holding shares under multiple folios / demat accounts shall choose the voting process separately for each of the folios / demat accounts.

• ix. Voting has to be done for each item of the Notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as “ABSTAINED”.

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• x. You may then cast your vote by selecting an appropriate option and click on “SUBMIT”.

• xi. A confirmation box will be displayed. Click “OK” to confirm, else “CANCEL” to modify. xii.Once you confirm, you will not be allowed to modify your vote.

• xiii. Corporate / Institutional Members (i.e., other than Individuals, HUF, NRI etc.,) are required to send scanned certified true copy (PDF Format) of the Board Resolution/ Authority Letter etc., together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutiniser through email to the ID: rsaevoting@gmail.com with a copy marked to evoting@kfintech.com The scanned image of the above-mentioned documents should be in the naming format “EID Parry– Postal Ballot”.

• In case email address is not registered with the Company / Depository Participants, kindly follow the instruction below:

• i. Procedure for registering the email addresses and obtaining the Postal Ballot notice by the shareholders whose email addresses are not registered with the Depositories (in case of shareholders holding shares in Demat form) or with RTA (in case the shareholders holding shares in physical form):

• ii. Members, who have not registered their e-mail addresses and, therefore, not received the, Postal Ballot Notice and e-Voting instructions, may temporarily get their email address and mobile number registered with the Company’s RTA, KFIN by accessing the link https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx. In case of any queries, Members may write to einward.ris@kfintech.com

• a) Members holding shares in demat form can get their e-mail ID registered by contacting their respective Depository Participant.

• b) Members holding shares in physical form and who have not registered their email address and mobile number, are requested to furnish a scanned signed copy of the request letter providing the name of the shareholder, Folio No., email address, mobile number and self-attested copy of PAN, Aadhaar to the Company’s RTA, KFin Technologies Limited at the email address - einward.ris@kfintech.com or sheetal.doba@kfintech.com or investorservices@parry.murugappa.com for receiving the Postal Ballot Notice electronically. The request with the above documents can also be sent to M/s. KFin Technologies Limited at Selenium Tower B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad – 500 032.

• c) All Members whose email address are not registered with Company/DP may temporarily get their email address and mobile number registered with RTA by accessing the link https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx and follow the steps mentioned therein to enable receipt of the Postal Ballot Notice and e-voting instructions electronically.

• d) In case of any queries, shareholder may write to einward.ris@kfintech.com.

• e) Those members who have registered their e-mail address, mobile nos., postal address and bank account details are requested to validate/update their

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registered details by contacting the Depository Participant in case of shares held in electronic form. Members holding shares in physical mode are also requested to update their e-mail addresses, advise any change in their address, bank mandates by writing to KFin Technologies Limited (KFIN), Selenium, Tower B, Plot number 31 & 32, Financial District, Gachibowli, Hyderabad-500 032 quoting their folio number(s).

In case of any query on e-voting, Members may refer to the “Help” and “FAQs” sections / E- voting user manual available through a dropdown menu in the “Downloads” section of KFIN’s website for e-voting: https://evoting. kfintech.com or contact KFIN as per the details given below.

• i. Those Members who have already registered their e-mail address are requested to keep their e-mail addresses validated with their Depository Participants/ the Company’s Registrar and Share Transfer Agent, KFIN to enable servicing of notices/ documents/ Annual Reports electronically to their e-mail address.

• ii. In case of any query/ grievance pertaining to E-voting, please visit Help & FAQ section of https://evoting.kfintech.com or contact Ms. Sheetal Doba, Manager at KFin Technologies Limited [Unit: E.I.D-Parry (India) Limited], Selenium Tower B, Plot No. 31 & 32, Gachibowli, Financial District, Hyderabad - 500 032, e-mail: einward.ris@kfintech.com, Contact No.: 040-67162222 & Toll-free No. 1800 309 4001.

• iii. The Securities and Exchange Board of India (SEBI) vide its circular SEBI/HO/MIRSDMIRSD_RTAMB/P/CIR/2021/655 dated Nov 03, 2021 has made it mandatory for holders of physical securities to furnish PAN, email address, mobile number, bank account details and also to register their nomination. You are requested to update / register the details. The requisite forms can be downloaded from www.eidparry.com/investors/shareholdersassistance/

The e-voting facility will be available during the following voting period

Commencement of e-voting	End of e-voting
Wednesday, April 13, 2022, at 9.00 a.m. IST	Thursday, May 12, 2022, at 5.00p.m. IST

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EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102(1) AND 110 OF THE COMPANIES ACT, 2013 (“THE ACT”) AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (“LISTING REGULATIONS”)

Appointment of Mr. S.Durgashankar (DIN: 00044713) as an Independent Director of the Company

The Board of Directors, on the recommendation of the Nomination and Remuneration committee, appointed Mr. S.Durgashankar (DIN: 00044713), as an Additional Director designated as a NonExecutive and Independent Director of the company, with effect from March 21, 2022, under Sections 149, 150 and 161 of the Act read with Schedule IV thereto and Article 17.3 of the Articles of Association of the Company.

In terms of Regulation 17 (1C) of the Listing Regulations, Mr. S.Durgashankar shall hold office up to the date of next general meeting or for a period of three months from the date of appointment, whichever is earlier. The Company has received notice under Section 160 of the Act, from a member proposing Mr. S.Durgashankar as candidate for the office of Director. As per the provisions of section 149(6) of the Act and Regulation 16 (1)(b) of the Listing Regulations, Mr. S.Durgashankar has given consent & declaration to the Board that he meets the criteria of independence as provided thereunder.

In the opinion of the Board, Mr. S.Durgashankar fulfils the conditions specified in the Act and the Rules framed thereunder and the Listing Regulations for an Independent Director and is independent of the management. He does not hold any shares in the company in his individual capacity or on a beneficial basis for any other person.

The Board / Nomination and Remuneration Committee has reviewed / evaluated the balance of skills, knowledge and experience on the Board and identified the role and capabilities required of an Independent Director and considered that the appointment of Mr. S.Durgashankar with this experience and expertise will be of immense value addition to the Company.

A brief resume and other details as required pursuant to Regulation 36(3) of the Listing Regulations and Secretarial Standards – 2, is enclosed as Annexure to this notice.

The resolution seeks approval of the shareholders by way of Special Resolution. The appointment of Mr. S.Durgashankar as an Independent Director of the Company is not liable to retire by rotation and for a term of five consecutive years commencing from March 21, 2022, to March 20, 2027.

The Board recommends the Special Resolution for approval by the Members.

Memorandum of Interest

Except Mr. S.Durgashankar, being the appointee, none of the other Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise in the resolution set out in the Postal Ballot Notice.

By Order of the Board For E.I.D.- Parry (India) Limited Place: Chennai Biswa Mohan Rath Date: March 31, 2022 Company Secretary

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DETAILS PERTAINING TO DIRECTORS AS REQUIRED UNDER REGULATION 36 OF THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARDS ON GENERAL MEETINGS

Particulars	Mr.S.Durgashankar
DIN	00044713
Age	62 Years
Date of first appointment on the Board	March 21, 2022
Qualifications	Chartered Accountant
Expertise (Including expert in specific functional area) / Brief Resume / Experience	Mr. S. Durgashankar, a Chartered Accountant, post his retirement from Mahindra & Mahindra Limited (M&M), is overseeing the financial function of Aerospace, Defense & Agri businesses of M&M Group as Chief Financial Officer. He was previously employed as President - Group Controller of Finance & Accounts and Member of the Group Executive Board at M&M. Prior to that, he was President - Group M&A, Corporate Accounts & Group Secretarial and Member of the Group Executive Board and was instrumental in setting up the Mergers & Acquisitions (M&A) division at M&M, where he successfully completed a number of Inorganic transactions (both Domestic and International) for the Mahindra Group. At M&M he has held various senior positions including as Corporate Treasurer and Head of Investor Relations. Mr. S. Durgashankar has work experience of over 38 years with wide spectrum of roles as CFO, Group Controller, Head of M&A, Financial Planning & Analysis, Corporate Accounts, Corporate Finance, Investor Relations & Secretarial functions. Mr. S. Durgashankar, is an Alumni of Harvard Business School where he had attended the Advanced Management Program. He was the recipient of CFO 100 Awards in 2010, 2013 and 2014 for his contribution to Corporate Finance in the area of M&A. He was also the recipient of CFO India League of Excellence Award in March 2015.
Terms and conditions of the appointment / re- appointment	As per the resolution provided in the Postal Ballot notice read with the explanatory statement there to, Mr.S.Durgashankar is appointed as an Independent Director of the company w.e.f March 21, 2022 for a term of five consecutive years, and is not liable to retire by rotation
Remuneration last drawn (includingsittingfee,if any)	NA
Remuneration proposed to be paid (except sitting fees and commission)	NIL
Shareholding in the Company	NIL
No of Meetings of the Board attended duringtheyear	NA

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Directorship in other companies & Chairman /Member of the committees of the Boards of which he is a Director	MAHINDRA EPC IRRIGATION LIMITED– Listed Company (Member: Audit Committee Member: Nomination & Remuneration Committee Member: Corporate Social Responsibility Committee Member: Risk Management Committee) MAHINDRA LIFESPACE DEVELOPERS LIMITED – Listed Company (Member: Risk Management Committee) SWARAJ ENGINES LTD – Listed Company (Member: Audit Committee) MAHINDRA AGRI SOLUTIONS LIMITED (Chairman: Audit Committee Member: Risk Management Committee Member: Committee of Directors for Borrowing Member: Allotment Committee Member: Finance Committee of the Board) MAHINDRA HOLDINGS LIMITED (Member:Finance & Accounts Audit Committee) MAHINDRA INTEGRATED BUSINESS SOLUTIONS PRIVATE LIMITED* (Chairman: Audit Committee Member: Nomination & Remuneration Committee) MAHINDRA HZPC PRIVATE LIMITED (Chairman: Audit Committee) MAHINDRA AEROSPACE PRIVATE LIMITED (Member/Chairman: Nil)
Listed Company from which he resigned the directorship duringthepast threeyears	Mahindra Logistics Limited
Inter-se relationship with any Director / Key Managerial personnel	NIL

 Also, Chairman of the Board of Mahindra Integrated Business Solutions Private Limited