Lumax Auto Technologies Ltd. — Proxy Solicitation & Information Statement 2020

Dec 14, 2020

LUMAX AUTO TECHNOLOGIES LIMITED

CIN: L31909DL1981PLC349793 Registered Office: 2nd Floor, Harbans Bhawan-II, Commercial Complex, Nangal Raya, New Delhi-110046 Phone: 011-49857832, Email: shares@lumaxmail.com, Website: www.lumaxworld.in/lumaxautotech

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

NOTICE is hereby given that pursuant to the provisions of Section 110 and all other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 as amended ("the Rules"), General Circular Nos. 14/2020, 17/2020, 22/2020 and 33/2020 dated April 8, 2020, April 13, 2020, June 15, 2020 and September 28, 2020 respectively, issued by the Ministry of Corporate Affairs ("MCA") (collectively "MCA Circulars"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), including any statutory modification(s) or re-enactment(s) thereof for the time being in force, Secretarial Standards– 2 on General Meeting ("SS-2") issued by the Institute of Company Secretaries of India (ICSI) and other applicable laws and regulations, if any, the Company is seeking consent/approval of the Member(s) of the Company for the below appended resolutions by means of Postal Ballot including an option to vote through electronic means i.e. through remote e-voting system ("Postal Ballot/E-voting").

The Board of Directors of your Company, at their Meeting held on November 10, 2020 has appointed Mr. Surinder Vashishtha, Practicing Company Secretary, (ACS 21285), (the "Scrutinizer"), to act as the Scrutinizer for conducting the Postal Ballot/ E-voting process in a fair and transparent manner. The consent to act as Scrutinizer has been received on October 30, 2020.

The Member(s) have the option to vote either by physical Postal Ballot or through e-voting. Those Member(s) desiring to exercise their vote by Postal Ballot are requested to carefully read the instructions printed in the Postal Ballot Form and record their assent ('FOR') or dissent ('AGAINST') therein and return the same, duly completed in all respects in the enclosed self- addressed Business Reply Envelope. A Postal ballot Form sent by courier or by registered post/ speed post at the address mentioned on the selfaddressed Business Reply Envelope at the expense of the Member(s) will also be accepted. The Postal Ballot Form(s) may also be deposited personally at the address given on the self-addressed envelope.

The duly completed Postal Ballot Form should reach the Scrutinizer at 2nd Floor, Harbans Bhawan-II, Commercial Complex, Nangal Raya, New Delhi-110046 not later than 05:00 P.M. (IST) on Wednesday, January 13, 2021 to be eligible for being considered, failing which it will be considered that no reply has been received from the Member(s). Pursuant to Section 108 of the Act read with Rule 20 of the Rules, the Company is also providing e-voting facility for voting electronically on the resolutions proposed in this Notice of Postal Ballot. Members desiring to opt for the e-voting facility are requested to read carefully the related instructions as stated in the notes to this Notice of Postal Ballot under the heading "Voting through Electronic Means (E-voting)".

You are requested to peruse the proposed resolutions along with the Explanatory Statements and thereafter accord your assent or dissent by means of remote e-voting facility or by sending the completed Postal Ballot Form as provided by the Company.

Item No. 1- Approval of Material Related Party Transactions with Lumax Industries Limited

To consider and if thought fit, to pass, with or without modification(s) the following resolution as an Ordinary Resolution:

"Resolved that pursuant to the provisions of Section 188 of the Companies Act, 2013 ("the Act") read with the Companies (Meetings of Board and its Powers) Rules, 2014, Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with all other applicable provisions of the Act read with rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and also pursuant to the approval of Audit Committee and Board of Directors (hereinafter referred to as the "Board"), subject to such other approvals, consents, permissions and sanctions of any authorities as may be necessary, the consent of the Member(s) be and is hereby accorded to enter into/ continue the contracts, agreements, arrangements and material related party transactions (including transactions already entered) with Lumax Industries Limited ("LIL"), a related party of the Company within the meaning of Section 2(76) of the Act for sale, purchase, transfer or receipt of products, goods, materials, assets or availing or rendering of services, rent/ leasing transactions & rent deposits, reimbursement of expenses, etc. and such other transactions as may be approved by Audit Committee and Board for an estimated amount of up to Rs. 225 Crores (Rupees Two Hundred Twenty Five Crores Only) for the Financial Year 2020-21 on such terms and conditions as may be mutually agreed upon between the Company and LIL.

Resolved further that the Board of Directors of the Company be and are hereby authorised to decide upon the nature and value of the products, goods, materials, assets or services to be transacted with LIL within the aforesaid limits.

Resolved further that the Board of Directors of the Company be and are hereby authorised to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts and things as may be considered necessary and expedient for the purpose of giving effect to this resolution.

Resolved further that the Board of Directors of the Company be and is hereby authorised to delegate all or any of the powers conferred on it by or under this Resolution to any Committee of Directors of the Company or to any one or more Directors of the Company or any other officer(s) or employee(s) of the Company as it may consider appropriate in order to give effect to this Resolution."

Item No. 2: Approval of Remuneration being paid to Mr. Deepak Jain, Non-Executive Director.

To consider and if thought fit, to pass, with or without modification(s) the following resolution as a Special Resolution:

"Resolved that pursuant to the provisions of Sections 196, 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), Regulation 17(6)(ca) of the Securities and Exchange Board of India (Listed Obligations and Disclosure Requirements) Regulations, 2015 and subject to other approvals, permissions or sanctions as may be necessary, the consent of the member(s) be and is hereby accorded for payment of remuneration in the form of commission @ 1% of net profit as calculated in terms of Section 198 and other applicable provisions of the Act, to Mr. Deepak Jain (DIN: 00004972), a Non-Executive Director of the Company, notwithstanding that the remuneration payable to him exceeds 50% of the total remuneration payable to all non-executive directors for the financial year 2020-21."

By Order of the Board of Directors For LUMAX AUTO TECHNOLOGIES LIMITED

Date: 10th November 2020 ANIL TYAGI Place: Gurugram COMPANY SECRETARY Membership No: ACS-16825

Notes:

• 1. The Explanatory Statement pursuant to Section 102(1) of the Act setting out all material facts relating to the proposed resolutions mentioned in this Postal Ballot Notice is attached and forms part of this notice.
• 1. The Postal Ballot Notice along with the Postal Ballot Form is being sent in electronic form to the Member(s) as on Cut-off date, who have registered their e-mail addresses with the Company /Registrars and Transfer Agents of the Company (in case of physical/ non-demat shareholding) / with their Depository Participants (in case of electronic/demat shareholding) and the Physical copies of the Postal Ballot Notice along with Postal Ballot Form are being sent to Member(s) whose e-mail addresses are not registered, by permitted mode along with a self-addressed postage pre-paid Business Reply Envelope. The self-addressed envelope bears the address to which duly completed Postal Ballot Form is to be sent. Members may note that this Notice will also be available on the Company's Website viz. www.lumaxworld.in/lumaxautotech/postal-ballot.html.
• 1. Members are requested to intimate changes, if any, pertaining to their name, postal address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, to their Depository Participants ("DP") in case the shares are held by them in dematerialized form and to the Registrar and Share Transfer Agents of the Company i.e. Bigshare Services Pvt Ltd. in case the shares are held by them in physical form.
• 1. The Postal Ballot Notice is being sent to the Members whose names appear on the Register of Members/List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on Friday, December 4, 2020 ("Cut-off date").
• 1. Voting rights shall be reckoned on the paid-up value of shares registered in the name of Member / Beneficial Owner (in case of electronic shareholding) as on the Cut-off date.
• 1. The Resolutions, if passed by the members with requisite majority through Postal Ballot (including e-voting) shall be deemed to have been passed on the last date of voting, that is Wednesday, January 13, 2021 as if these have been passed at a general meeting of the members.
• 1. Pursuant to the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of the Rules, Regulation 44 of the Listing Regulations and MCA Circulars, the Company is providing the facility of remote e-voting to all Members in respect of the businesses to be transacted through Postal Ballot. The Company has engaged the services of NSDL to provide remote e-voting facility to its Members. Instructions for remote e-voting are provided herein below at Point No 18. Members whose email ids are not registered with the Company/ Bigshare Services Pvt Ltd. /Depositories, for obtaining Postal Ballot Notice and login credentials for remote e-voting for the resolutions are requested to refer the instructions provided herein the notes.
• 1. During the e-voting period, Members can login to https://evoting.nsdl.com any number of times till they have voted on all the resolutions. Once the vote on a resolution is cast by a Member, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.
• 1. The member(s) of the Company can opt for only one mode of voting, that is, either by physical Postal Ballot Form or e-voting. In case Members cast their votes through both the modes, voting done by valid e-voting shall prevail and votes cast through physical Postal Ballot will be treated as "INVALID".
• 1. The e-voting period shall commence on Tuesday , December 15, 2020 at 9.00 a.m. and up to 5.00 p.m. on Wednesday, January 13, 2021. During this period, Members of the Company, holding shares either in physical or dematerialised form, as on the Cutoff date, may cast their vote electronically. The e-voting module shall be disabled by NSDL thereafter.
• 1. The details of Postal Ballot/ voting by e-voting shall be under safe custody of the scrutinizer till the Chairman consider, approve and sign the results of the voting.
• 1. The Scrutinizer will submit his report to the Chairman of the Company or in his absence, to the person authorised by him in writing, after the completion of the scrutiny of the Postal Ballots including E-Voting. The results of the Postal ballot would be announced by the Chairman or any other Director / authorized person of the Company on or before Friday, the January 15, 2021 and shall be displayed on the notice board of the Company at its Registered Office besides being communicated to Stock Exchanges. The results will also be displayed on the website of the Company at www.lumaxworld.in/lumaxautotech/postalballot.html for the information of the member(s).
• 1. Relevant documents referred to in this Postal Ballot Notice and the Statement are available for inspection by the Members at the Company's Registered Office during business hours on all working days from the date of dispatch of this Postal Ballot Notice until the last date for receipt of votes by Postal Ballot/ E-voting i.e. Wednesday, January 13, 2021.
• 1. In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for members and e-voting user manual for members available at the Downloads sections of https://www.evoting.nsdl.com or contact NSDL by email at evoting@nsdl.co.in or call on.: 1800 222 990.
• 1. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.
• 1. A Member cannot exercise his vote by proxy on postal ballot.
• 1. Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently or cast vote again.

18. Voting Through Electronic Means:

The Step by Step procedure, instruction, and other information for casting your vote electronically through e voting are as under:

Step 1: Log-in to NSDL e-voting system at https://www.evoting.nsdl.com/

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
• 1. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on E-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
• 1. Your User ID details will be as per details given below:
  • a) For Members who hold shares in demat account with NSDL: 8 Character DP ID followed by 8 Digit Client ID (For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******).
  • b) For Members who hold shares in demat account with CDSL: 16 Digit Beneficiary ID (For example if your Beneficiary ID is 12************** then your user ID is 12**************).
  • c) For Members holding shares in Physical Form: EVEN Number followed by Folio Number registered with the company (For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001***).
• 1. Your password details are given below:
  • a. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
  • b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need enter the 'initial password' and the system will force you to change your password.
  • c. How to retrieve your 'initial password'?
    • i. If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.

• ii. If your email ID is not registered, your 'initial password' is communicated to you on your postal address.

• 1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
  • a. Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  • b. "Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl. com.
  • c. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.
  • d. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-voting system.

• 1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
• 1. After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
• 1. Select "EVEN" of the Company.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

19. Information and instructions relating to voting through physical Postal Ballot Form

• i. Members are requested to carefully read the instructions printed in the Postal Ballot Form and return the Postal Ballot Form duly completed with the Assent (FOR) or Dissent (AGAINST), in the enclosed self-addressed postage pre-paid envelope, so as to reach the Scrutinizer, not later than close of working hours that is, 05:00 p.m. (IST) on Wednesday, January 13, 2021 to be eligible for being considered, failing which, it will be strictly treated as if no reply has been received from the Member.
• ii. Members are requested to exercise their voting rights by using the attached Postal Ballot Form only. No other form or photocopy of the form is permitted.
• iii. Institutional/Corporate shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/ JPG format) of the relevant Board Resolution/Authority letter etc. with the attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to svacslegal@gmail.com with a copy marked to evoting@nsdl.co.in.
• iv. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.

EXPLANATORY STATEMENT

(Pursuant to the Provisions of Section 102(1) of the Companies Act, 2013)

Item No. 1

Pursuant to the provisions of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), a transaction with a Related Party shall be considered as Material if the transaction(s) in a contract to be entered into individually or taken together with previous transactions during a Financial Year, exceeds ten percent of the Annual Consolidated Turnover of the Company as per the last audited Financial Statements of the Company.

Lumax Industries Limited ("LIL") is a 'Related Party' within the meaning of Section 2(76) of the Companies Act, 2013 and Regulation 23 of the Listing Regulations and the Company has entered into certain transactions for sale, purchase, transfer or receipt of products, goods, materials, assets or availing or rendering of services, rent/ leasing transactions & rent deposits, reimbursement of expenses etc. and further also proposes to undertake the transactions as to sale, purchase, transfer or receipt of products, goods, materials, assets or availing or rendering of services, rent/ leasing transactions & rent deposits, reimbursement of expenses, etc.

The particulars of transactions carried out with LIL during the Financial Year 2020-21 together with the projections until 31st March, 2021 are tabulated as under:

	Particulars	Details
1.	Name of the Related Party & Nature ofRelationship	Lumax Industries Limited (LIL)Mr. D.K. Jain, Mr. Deepak Jain and Mr. Anmol Jain are the Promotersof LIL and Mr. Deepak Jain and Mr. Anmol Jain are also Directors onthe Board of LIL and holds more than 2% of shareholding of LIL.
2.	Name of the Director or Key ManagerialPersonnel who is related and Relationship	Mr. D.K. Jain, Mr. Deepak Jain and Mr. Anmol Jain.Mr. Deepak Jain and Mr. Anmol Jain are themselves the brothers andsons of Mr. D.K. Jain.
3.	Material Terms of the Contracts/ Arrangements/Transactions	Sale, purchase, transfer or receipt of products, goods, materials,assets or services Rent/Leasing Transactions & Rent Deposits,Reimbursement of Expenses etc. on arm's length basis. The approvalis being taken for the Related Party Transaction for the year 2020-21.
4.	Monetary Value	The value of transactions to be entered into together with alreadyentered into is likely up to an amount of Rs. 225 Crores.
5.	Whether the transactions have been approvedby Audit Committee and the Board of Directors.	Approved in the Audit Committee Meeting and Board Meeting held onNovember 10, 2020.
6.	Any advance paid or received for the contractsor arrangements, if any	NIL
7.	The manner of determining the pricing and othercommercial terms, both included as part ofcontract and not considered as part of contract	The pricing/ commercial terms will be determined based on thetransactions with unrelated parties for similar nature of transactions,if any.The transactions are in the ordinary course of business and are at anArm's Length basis.
8.	Any other information relevant or important forthe Board to take the decision on the proposedtransaction	NIL

These transactions as well as the proposed transactions would continue to be in ordinary course of business and at arm's length basis.

During the Financial Year 2020-21, the transactions already entered into and to be entered into would qualify as Material Related Party Transactions i.e. exceeding 10% of the Company's Annual Consolidated Turnover as per the last audited Financial Statements.

The aforesaid proposal has been approved by the Audit Committee and Board of Directors and the same is being recommended to Members for their approval.

Except Mr. D. K. Jain, Mr. Deepak Jain, Mr. Anmol Jain, Mrs. Poysha Goyal Jain and Mrs. Shivani Jain, being relatives to each other, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, in this resolution

Mr. D.K. Jain, Chairman, Mr. Anmol Jain, Managing Director and Mr. Deepak Jain, Director of the Company being interested and any other related party, whether interested or not to this particular transaction(s) shall not vote in this item of the Agenda.

The Board of Directors recommends passing of the Ordinary Resolution set out in Item No. 1 of the Postal Ballot Notice by the Members of the Company.

ITEM 2:

In terms of the provisions of Regulation 17(6)(ca) of the Securities and Exchange Board of India (Listing Regulations and Disclosure Requirements) Regulations, 2015, the Company is required to obtain approval of the shareholders every year by Special Resolution, in which annual remuneration payable to a single non-executive director exceeds 50% of the total annual remuneration payable to all non-executive directors, giving details of the remuneration thereof.

The members may note that Mr. Deepak Jain, who is a non-executive Director of the Company is entitled to receive remuneration in the form of commission out of the profits of the Company calculated in terms of the provisions of Section 198 of the Companies Act, 2013. Besides him, none of the other non-executive directors of the Company are receiving any remuneration from the Company excepting the fee for attending the Board / Committee meetings. Therefore, the commission to be paid to Mr. Deepak Jain for the financial year 2020-21 will exceed the limits stipulated in the above Regulation, hence approval of the members of the Company is being sought through the resolution set out at item no. 2 of the notice.

Mr. Deepak Jain has undergone extensive training at I.I. Stanley Co., Limited U.S. and Stanley Electric Co., Limited Japan after qualifying his MBA from lllinois Institute of Technologies, U.S.A with specialization in operational management & international business. Mr. Deepak Jain, aged 45 years is associated with various key positions in different Association and has more than 25 years of work experience in the manufacturing Automotive Components. He is holding various positions in different associations like Automotive Component Manufacturers Association of India (ACMA), Toyota Kirloskar Suppliers Association. His rich experience and continued valuable guidance to the management, strong Board performance has been instrumental in providing expert guidance in the area of marketing, business development and customer relationship. In view of his valuable contribution made to the Company, he is being paid commission @1% of the net profit as calculated in terms of Companies Act, 2013 as amended up-to-date

Except Mr. D. K. Jain, Mr. Deepak Jain, Mr. Anmol Jain, Mrs. Poysha Goyal Jain and Mrs. Shivani Jain, being relatives to each other, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, in this resolution.

The Board of Directors recommends passing of the Special Resolution set out in Item No. 2 of the Postal Ballot Notice by the Members of the Company.

By Order of the Board of Directors For LUMAX AUTO TECHNOLOGIES LIMITED

Date: 10th November, 2020 ANIL TYAGI Place: Gurugram COMPANY SECRETARY Membership No: ACS-16825

THIS PAGE LEFT BLANK INTENTIONALLY

THIS PAGE LEFT BLANK INTENTIONALLY

LUMAX AUTO TECHNOLOGIES LIMITED

CIN: L31909DL1981PLC349793 Registered Office: 2nd Floor, Harbans Bhawan-II, Commercial Complex, Nangal Raya, New Delhi-110046 Phone: 011-49857832, Email: shares@lumaxmail.com, Website: www.lumaxworld.in/lumaxautotech,

THE LAST DAY FOR RECEIPT OF POSTAL BALLOT IS WEDNESDAY, JANUARY 13, 2021 05:00 P.M.

POSTAL BALLOT FORM

Serial No. ………………

Sr. No.	Particulars	Details of Equity Shareholder(s)
1.	Name & Registered Address of the Sole/Firstnamed Member/Beneficial Owner
2.	Name(s) of the Joint Member(s), if any
3.	Registered Folio No./ *DP ID No./ Client ID No.(*Applicable to the Membersholding Equity Shares in dematerialized form)
4.	Number of Equity Shares held
5.	I/We hereby exercise my/our votes in respect of an Special/Ordinary Resolution(s) to be passed through Postal Ballot/evoting for the business stated in the Postal Ballot Notice of the Company dated 10th November, 2020 by sending my/ourassent (for) or dissent (against) to the said resolution by placing the tick () mark at the appropriate box below:

ItemNo.	Description of Resolution	Number of equityshares held by me/ us	I / We assent to theordinary resolution(FOR)	I / We dissent fromthe resolution(AGAINST)
1.	Ordinary Resolution for approval of MaterialRelated Party Transaction with Lumax IndustriesLimited.
2.	Special Resolution for approval of Remunerationbeing paid to Mr. Deepak Jain, Non-ExecutiveDirector.

Place:

Date: (Signature of the Member / Authorised Representative)

ELECTRONIC VOTING PARTICULARS

EVEN (E-Voting Event Number)	USER ID	PASSWORD
115386

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

Commencement of e-voting	End of e-voting
Tuesday, 15th December, 2020 at 09:00 A.M.	Wednesday, 13th January, 2021 at 05:00 P.M.

Note: If the voting rights are exercised electronically, there is no need to use this form. Please read the instructions carefully printed overleaf before exercising the vote and return this form to the Scrutinizer by using the enclosed postage pre-paid self-addressed envelope.

Instructions:

• 1. A member desiring to exercise his/her vote by Postal Ballot shall complete this Postal Ballot Form and send it duly and properly sealed to the Scrutinizer in the enclosed self-addressed Business Reply Envelope attached herewith. Postage will be borne and paid by the Company. However, envelopes containing Postal Ballot Form, if sent by courier or deposited in person at the expense of the Member will also be accepted.
• 1. The self-addressed envelope being sent herewith bears the name and address of the Scrutinizer appointed for conducting Postal Ballot process.
• 1. The Postal Ballot Form should be completed and signed by the Member (as per the specimen signature registered with the Company/ Depository Participant). In case of joint holding, this Form should be completed and signed by the first named Member and in his/her absence, by the next named Member and so on.
• 1. There shall be only one Postal Ballot Form for every Folio No./ DP ID and Client ID irrespective of the number of joint holders. The Postal Ballot shall not be exercised by a Proxy.
• 1. A Member may request for a duplicate Postal Ballot Form, if so required. However, the duly completed duplicate Postal Ballot Form should reach the Scrutinizer not later than the date specified herein below at serial no. 8.
• 1. The votes should be cast either in favour or against by putting the tick () mark in the column provided for assent or dissent. Postal Ballot Form bearing tick marks in both the columns will render the form invalid.
• 1. Incomplete, unsigned or incorrectly ticked Postal Ballot Form will be rejected. The Scrutinizer's decision on the validity of a Postal Ballot will be final and binding.
• 1. Duly completed Postal Ballot Form should be received by the Scrutinizer not later than the close of working hours (i.e. before 05:00 P.M.) on Wednesday, January 13, 2021. Postal Ballot Forms received after this date will be treated as if no reply from the Member has been received.
• 1. Voting rights shall be reckoned on the paid-up value of Shares registered in the name(s) of the Member(s) as on cut-off date.
• 1. In case of shares held by companies, trusts, societies, etc. the duly completed Postal Ballot Form should be signed by the authorized signatory accompanied by a certified true copy of the Board Resolution/Authorization letter together with specimen signature(s) of the duly authorized signatories.
• 1. Members are requested not to send any other paper along with the Postal Ballot Form in the enclosed self-addressed postage prepaid envelope as all such envelopes will be delivered to the Scrutinizer and any extraneous paper found in such envelope would be destroyed by the Scrutinizer.
• 1. The result of the Postal Ballot will be declared on or before Friday, January 15, 2021 at the Registered Office of the Company. The result of the Postal Ballot will also be posted on the website of the Company at www.lumaxworld.in/lumaxautotech.
• 1. Postal Ballot Form shall be considered invalid if a form other than the one issued by the Company or a photocopy thereof has been used.
• 1. The Company is pleased to offer e-voting facility as an alternate, for all the Members of the Company to enable them to cast their votes electronically instead of returning duly filled-up Postal Ballot Form. E-voting is optional. The detailed procedure for e-voting is enumerated in point no. 18 in the Notice of the Postal Ballot dated November 10, 2020.