Lumax Auto Technologies Ltd. - Proxy Solicitation & Information Statement 2023

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LATL/REG30/PB/2022-23

February 21, 2023

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The General Manager, The Manager- Listing Compliance
Department of Corporate Services, The National Stock Exchange of India Limited
BSE Limited ‘Exchange Plaza’ C-1, Block G,
Phiroze Jeejeebhoy Towers, Bandra Kurla Complex,
Dalal Street, Mumbai – 400001 Bandra (East), Mumbai-400051
Security Code : 532796 Symbol: LUMAXTECH
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Sub: Submission of Notice of Postal Ballot dated February 13, 2023

Ref: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

Dear Sir/Madam,

In continuation to our intimation dated February 13, 2023 and pursuant to the provisions of Regulation 30 read with Schedule III of the SEBI Listing Regulations, please find enclosed herewith the Notice of Postal Ballot along with Explanatory Statement, seeking consent/approval of the Members of the Company for the Special Resolutions as mentioned in the aforesaid Postal Ballot Notice dated February 13, 2023 by means of Postal Ballot through electronic voting ("e-voting").

The Notice of Postal Ballot, has been sent only by email to the Shareholders Today i.e. Tuesday, February 21, 2023 , whose names appeared in the Register of Members/List of Beneficial Owners as on cut-off date i.e. Friday, February 17, 2023 and who have registered their e-mail addresses with the Company/Registrar and Transfer Agent of the Company/Depositories.

The Company has engaged the services of National Securities Depository Limited ("NSDL") as the agency to provide the e-voting facility to all its members. The e-voting will commence from Thursday, February 23, 2023 at 9:00 A.M. (IST) and end on Friday, March 24, 2023 at 5:00 P.M. (IST). The results of the Postal Ballot will be declared on or before 05:00 P.M. (1ST) on Saturday, March 25, 2023.

The Postal Ballot Notice along with explanatory statement is also being made available on the website of the Company at www.lumaxworld.in/lumaxautotech

You are requested to take the same on records and oblige.

Thanking you,

For Lumax Auto Technologies Limited

RAAJESH Digitally signed by RAAJESH KUMAR KUMAR GUPTA GUPTA Date: 2023.02.21 19:20:44 +05'30'

Raajesh Kumar Gupta Vice President & Group Head (Secretarial, Legal & Internal Audit) Membership No. A8709

Encl.: As stated above

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LUMAX AUTO TECHNOLOGIES LIMITED

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CIN: L31909DL1981PLC349793

Registered Office: 2[nd] Floor, Harbans Bhawan-II, Commercial Complex, Nangal Raya, New Delhi-110046 Phone: 011-49857832, Email: [email protected], Website: www.lumaxworld.in/lumaxautotech

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

Dear Member(s),

NOTICE is hereby given that pursuant to the provisions of Sections 108 and 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 (“the Rules” ), General Circular Nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021, 20/2021, 03/2022 and 11/2022 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021, December 08, 2021, May 05, 2022 and December 28, 2022 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 ( “Listing Regulations” ) including any statutory modification(s) or reenactment(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 only through electronic means i.e. through remote e-voting system (“E-voting”) .

In compliance with the MCA Circulars, this Postal Ballot Notice (“Notice”) is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Registrar and Share Transfer Agent/Depositories viz National Securities Depository Limited ( “NSDL” ) and Central Depository Services (India) Limited ( “CDSL” ) and the communication of assent/ dissent of the Members will only take place through the E-voting system. Hard copy of Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot and Members are required to communicate their assent or dissent through the E-voting system only. If your e-mail address is not registered with the Company/Registrar and Share Transfer Agent/Depositories, please follow the process provided in the notes mentioned herein below to receive this Notice, login ID and password for e- voting.

An explanatory statement pursuant to Section 102 and other applicable provisions of the Act, pertaining to the resolutions setting out the material facts and reasons thereof, is appended to this Notice.

Pursuant to Rule 22 of the Companies (Management and Administration) Rules, 2014, the Board of Directors (the “Board”) of the Company at its meeting held on February 13, 2023, has appointed Mr. Maneesh Gupta, Practicing Company Secretary (FCS 4982), to act as the Scrutinizer (the “Scrutinizer”) , for conducting the Postal Ballot through E-voting process in a fair

and transparent manner and he has communicated his consent to be appointed and will be available for the said purpose. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.

The Company is pleased to provide e-voting facility to all its Members to cast their votes electronically. The Company has engaged the services of National Securities Depository Limited (‘ NSDL ’) to provide remote e-voting facility to the Members of the Company. The Members are requested to carefully read the instructions indicated in this notice. The e-voting period shall commence on Thursday, February 23, 2023 at 9:00 A.M. (IST) and end on Friday, March 24, 2023 at 5:00 P.M. (IST). The e-voting module shall be disabled by NSDL for voting thereafter. Upon completion of the scrutiny of the votes cast through e-voting, the Scrutinizer will submit his report to the Chairman of the Company or to any other person, as may be authorized by him, who shall countersign the same.

The result of the Postal Ballot will be announced on or before 5:00 P.M. (IST) on Saturday, March 25, 2023. The said results will be displayed on the notice board of Registered Office of the Company and will also be intimated to BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website at www.lumaxworld.in/lumaxautech and website of NSDL at www.evoting.nsdl.com

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

PROPOSED RESOLUTIONS

Item No. 1: Approval for Re-appointment of Mr. Dhanesh Kumar Jain (DIN: 00085848) as Executive Chairman- Whole Time Director (Key Managerial Personnel) of the Company

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

“Resolved that in accordance with the provisions of Sections 196, 197, 198, 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications or re-enactment thereof for the time being in force), Articles of Association of the Company and subject to the approval of Central Government and other authorities, as applicable and on the basis of recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, and in respect of whom the Company has received a notice in writing from a Member in terms of Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director, consent of the Members of the Company be and is hereby accorded for the re-appointment of Mr. Dhanesh Kumar Jain (DIN: 00085848) as Executive Chairman- Whole Time Director (Key Managerial Personnel) of the Company, for a further period of 3 (Three) years with effect from May 28, 2023 on the terms & conditions including remuneration, allowances and perquisites as set out in the explanatory statement annexed to the notice with liberty and authority to the Board of Directors to grant increments and to alter and vary the terms and conditions and/ or remuneration, subject to the provisions of the applicable laws and approvals and/ or as may be directed by the Central Government, if any, and agreed to Mr. Dhanesh Kumar Jain, Executive Chairman- Whole Time Director (Key Managerial Personnel).

Resolved further that in the event of absence or inadequacy of profit in any of the financial year during the tenure, the above remuneration shall be paid to Mr. Dhanesh Kumar Jain, Executive Chairman- Whole Time Director (Key Managerial Personnel) as the minimum remuneration subject to the limits prescribed in Schedule V of the Companies Act, 2013.

Resolved further that pursuant to the provisions of Regulation 17(6)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) and on the basis of recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, the consent of the Members of the Company be and is hereby also accorded for the payment of above remuneration to Mr. Dhanesh Kumar Jain, Executive Chairman- Whole Time Director (Key Managerial Personnel) of the Company who is also a promoter of the Company, notwithstanding that the remuneration payable to Mr. Dhanesh Kumar Jain in any year during his tenure from May 28, 2023 to May 27, 2026 exceeds the ceilings prescribed in the said Regulation.

Resolved further that for the purpose of giving effect to this resolution, the Board of Directors and Company Secretary of the Company be and are hereby severally authorized on behalf of the Company to take all necessary steps in this regard in order to facilitate the legal and / or procedural formalities, sign such documents or papers as may be necessary, file such applications, forms and to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary for such purpose and with powers on behalf of the Company to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the members of the Company.”

Item No. 2: Approval for Re-appointment of Mr. Anmol Jain (DIN: 00004993) as Managing Director (Key Managerial Personnel) of the Company

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

“Resolved that in accordance with the provisions of Sections 196, 197, 198, 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications or re-enactment thereof for the time being in force), Articles of Association of the Company and subject to the approval of Central Government and other authorities, as applicable and on the basis of recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, in respect of whom the Company has received a notice in writing from a Member in terms of Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director, the consent of the members of the Company be and is hereby accorded for the re-appointment of Mr. Anmol Jain (DIN: 00004993) as Managing Director (Key Managerial Personnel) of the Company, for a further period of 3 (Three) years with effect from May 28, 2023 on the terms & conditions including remuneration, allowances and perquisites as set out in the explanatory statement annexed to the notice with liberty and authority to the Board of Directors to grant increments and to alter and vary the terms and conditions and/ or remuneration, subject to the provisions of the applicable laws and approvals and/ or as may be directed by the Central Government, if any, and agreed to the Mr. Anmol Jain, Managing Director (Key Managerial Personnel).

Resolved further that since the period of office of Mr. Anmol Jain as Director is liable to determination by retirement by rotation, he shall continue to hold office of Managing Director as soon as he is reappointed as a director immediately post retirement by rotation and such reappointment as director shall not be deemed to constitute a break in his tenure as Managing Director.

Resolved further that in the event of absence or inadequacy of profit in any of the financial year during the tenure, the above remuneration shall be paid to the Managing Director (Key Managerial Personnel) as minimum remuneration subject to the limits prescribed in Schedule V of the Companies Act, 2013.

Resolved further that pursuant to the provisions of Regulation 17(6)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) and on the basis of recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, the consent of the members of the Company be and is hereby also accorded for the payment of above remuneration to Mr. Anmol Jain, Managing Director (Key Managerial Personnel) of the Company who is also a promoter, notwithstanding that the remuneration payable to Mr. Anmol Jain in any year during his tenure from May 28, 2023 to May 27, 2026 exceeds the ceilings prescribed in the said Regulation.

Resolved further that for the purpose of giving effect to this resolution, the Board of Director of the Company be and are hereby severally authorized on behalf of the Company to take all necessary steps in this regard in order to facilitate the legal and / or procedural formalities including filing of necessary forms/returns in respect of the re-appointment of Mr. Anmol Jain with the Registrar of Companies/ Ministry of Corporate Affairs and to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary for such purpose and with powers on behalf of the Company to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the members of the Company.”

Item No. 3: Approval for Re-appointment of Mr. Arun Kumar Malhotra (DIN: 00132951) as an Independent Director of the Company for the second term of 5 years.

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 Section 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Articles of Association of the Company and Regulation 16(1) (b), Regulation 17 and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, on the basis of the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, the consent of Members of the Company be and is hereby accorded for the reappointment of Mr. Arun Kumar Malhotra (DIN: 00132951), who was appointed as an Independent Director of the Company by the Members for a term up to July 27, 2023, who being eligible for re-appointment for a second term and who meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 along with the rules framed thereunder and who has submitted requisite consents and declarations as stipulated under the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time), and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature to the office of Director of the Company for a further period of five (5) Years commencing from July 28, 2023 till July 27, 2028, whose office shall not be liable to retire by rotation.”

Item No. 4: Approval for Re-appointment of Mr. Avinash Parkash Gandhi (DIN: 00161107) as an Independent Director of the Company for the second term of 5 years.

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 Section 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Articles of Association of the Company and Regulation 16(1) (b), Regulation 17 and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, on the basis of the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, consent of the Members of the Company be and is hereby accorded for the reappointment of Mr. Avinash Parkash Gandhi (DIN: 00161107), who was appointed as an Independent Director of the Company by the Members for a term upto November 11, 2023, who being eligible for re-appointment for a second term and who meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 along with the rules framed thereunder and who has submitted requisite consent and declarations as stipulated under the provisions of Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time), and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature to the office of Director of the Company for a further period of five (5) Years commencing from November 12, 2023 till November 11, 2028, whose office shall not be liable to retire by rotation”.

Item No. 5: Approval for Adoption of new set of Memorandum of Association of the

Company as per Companies Act, 2013.

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 Section 4 and 13 of Companies Act, 2013 ('the Act'), read with the Companies (Incorporation) Rules, 2014 and all other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), consent of the members be and is hereby accorded for adoption of the new set of Memorandum of Association of the Company in place of the existing Memorandum of Association of the Company.

Resolved further that for the purpose of giving full effect to this resolution, the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, proper or desirable and to settle all questions, difficulties or doubts that may arise in this regard at any stage without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.

Resolved further that for the purpose of giving effect to this resolution, the Board of Director of the Company be and are hereby severally authorized on behalf of the Company to take all necessary steps in this regard in order to facilitate the legal and / or procedural formalities including filing of necessary forms/returns with the Registrar of Companies/ Ministry of Corporate Affairs and to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary for such purpose and with powers on behalf of the Company to settle any questions, difficulties or doubts that may arise in this regard.”

Item No. 6: Approval for Adoption of new set of Articles of Association of the Company as per Companies Act, 2013.

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 Section 5 and 14 of Companies Act, 2013 ('the Act'), read with the Companies (Incorporation) Rules, 2014 and all other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), consent of the members be and is hereby accorded for adoption of the new set of Articles of Association of the Company in place of the existing Articles of Association of the Company.

Resolved further that for the purpose of giving effect to this resolution, the Board of Director of the Company be and are hereby severally authorized on behalf of the Company to take all necessary steps in this regard in order to facilitate the legal and / or procedural formalities including filing of necessary forms/returns with the Registrar of Companies/ Ministry of Corporate Affairs and to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary for such purpose and with powers on behalf of the Company to settle any questions, difficulties or doubts that may arise in this regard.”

By Order of the Board of Directors For Lumax Auto Technologies Limited

RAAJESH Digitally signed by RAAJESH KUMAR KUMAR GUPTA GUPTA Date: 2023.02.21 19:21:23 +05'30'

Date: February 13, 2023 Raajesh Kumar Gupta Place: Gurugram Vice President & Group Head (Secretarial, Legal & Internal Audit) Membership No. A8709

Registered Office:

2[nd] Floor, Harbans Bhawan-II, Commercial Complex, Nangal Raya, New Delhi– 110046 Website: https://www.lumaxworld.in/lumaxautotech Email id: [email protected] CIN: L31909DL1981PLC349793

Notes:

An Explanatory Statement pursuant to Section 102(1) of the Act setting out all material facts and reasons relating to the proposed resolutions is annexed hereto.
The Notice is being sent to the members of the Company only through electronic mode whose names appear in the Register of Members/List of Beneficial Owners and who have registered their e-mail address with the Company /Registrar and Transfer Agent of the Company/Depositories as on February 17, 2023 ( “the cut-off date ” ) . The notice is also available on the website of the Company at www.lumaxworld.in/lumaxautotech, National Securities Depository Limited (NSDL) at www.evoting.nsdl.com and also on the website of BSE at www.bseindia.com and NSE at www.nseindia.com.
If your e-mail address is not registered with the Company/Registrar and Transfer Agent of the Company/Depositories, please follow the following procedure for registration of email address and for receipt of login ID and password for e-voting:
a) Members holding shares in physical mode and who have not registered / updated their email address with the Company are requested to register / update the same by writing to the Registrar & Share Transfer Agent (RTA), Bigshare Services Pvt. Ltd at [email protected]
b) Members holding shares in dematerialised mode are requested to register / update email addresses with their respective Depository Participant.

After successful registration of the e-mail address, a copy of this Notice along with the e-voting user ID and password will be sent to the registered e-mail address, upon request received from the member. In case of any queries, Members may write to [email protected]

Pursuant to the provisions of Section 108 & 110 of the Act read with Rule 20 and 22 of the Rules, Regulation 44 of Listing Regulations and the MCA Circulars, the Company is providing facility of E-voting to all Members in respect of the business(es) to be transacted through Postal Ballot. The Company has engaged the services of National Securities Depository Limited (NSDL) to provide E-voting facility to Members. Instructions for E-voting are provided herein below at point no. 16.
Voting rights of Members shall be in proportion to the equity shares held by them in the paid-up equity share capital of the Company as on cut-off date i.e., February 17, 2023
During the e-voting period, Members can login at www.evoting.nsdl.com any number of times till they have voted on the resolutions. Once the vote on the resolutions is cast by a Member, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.
The e-voting period shall commence on Thursday, February 23, 2023 at 9:00 A.M. (IST) and end on Friday, March 24, 2023 at 5:00 P.M. (IST). During this period, Members of the Company, holding shares either in physical or dematerialized form, as on the Cut-off date, may cast their vote electronically. The e-voting module shall be disabled by National Securities Depository Limited (NSDL) thereafter. A person who is not a shareholder on the cut-off date should treat this notice for information purpose only.

The details of voting by e-voting shall be under safe custody of the scrutinizer till the Chairman or any other person authorized by him consider, approve and sign the results of the voting.
The Scrutinizer will after the conclusion of voting through e-voting, unlock the votes cast through e-voting in the presence of at least two witnesses not in the employment of the Company and make a scrutinizer’s report of the total votes cast in favour or against, if any. The Scrutinizer shall submit his report to the Chairman of the Company or in his absence, to the person authorised by him in writing, who shall countersign the same and declare the results of the voting forthwith. The results of the Postal ballot would be announced by the Chairman or any other Director / authorized person of the Company on or before Saturday, March 25, 2023 and shall be displayed on the notice board of the 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 and on the website of the E-Voting agency at www.evoting.nsdl.com for the information of the member(s).
Relevant documents referred to in this Postal Ballot Notice will be available for inspection by the Members at the Registered office of the Company physically or in the Electronic mode up to the date of declaration of results of Postal Ballot from 10:00 a.m. (IST) to 5:00 p.m. (IST) on all working days. Members seeking to inspect such documents can send an email to [email protected]
In terms of SEBI circular 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company/ RTA.
As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the Listing Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one Hindi daily newspaper circulating in New Delhi (in vernacular language, i.e., Hindi).
Members may download the Notice from the Company’s website at www.lumaxworld.in/lumaxautotech and from National Securities Depository Limited (NSDL) at www.evoting.nsdl.com. A Copy of the Notice is also available on the website of BSE at www.bseindia.com and NSE at www.nseindia.com
Resolutions passed by the Members through e-voting shall be deemed to have been passed as if it has been passed at a General Meeting of the Members. The Resolutions, once passed by requisite majority, will be deemed to be passed on the last date of e-voting i.e., Friday, March 24, 2023.

16. Voting Through Electronic Means (E-Voting):

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

i. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting Facility Provided by Listed Entities, the Members are provided with the facility to cast their vote electronically, through the e-Voting services provided by NSDL, on the resolutions set forth in this Notice. The instructions for e-Voting are given herein below.
ii. The remote e-Voting facility will be available during the following period:
Commencement: 09:00 a.m. (IST) on Thursday, February 23, 2023.
- End: 05.00 p.m. (IST) on Friday, March 24, 2023.
iii. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date.
iv. Any person holding shares in physical form as of the cut-off date, may obtain the login ID and password by sending a request at [email protected]. However, if he / she is already registered with NSDL for remote e-Voting then he /she can use his / her existing User ID and password for casting the vote.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in Demat mode

In terms of SEBI circular 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.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. Aftersuccessfulauthentication, youwillbe ableto see

	2. 3. 4.	e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e., NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore- Voting service provider i.e., NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3.	Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e., NSDL.Click onNSDLto cast your vote. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

	4.	Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.,NSDLwhere the e- Voting is in progress.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on company name or e-Voting service provider i.e., NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000 and 022- 2499 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 22 55 33

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
A new screen will open. You will have to enter your User ID, your Password/OTP 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.
Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDLor CDSL) or Physical	Your User ID is:
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 isIN30012**.
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

Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user 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 to 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, please follow steps mentioned below in **process for those shareholders whose email ids are not registered**

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 [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
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.

- How to cast your vote electronically on NSDL e Voting system?

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.
Now you are ready for e-Voting as the Voting page opens.
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.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

Institutional 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 attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e., other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "eVoting" tab in their login.
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.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Sarita Mote at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].
In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step -

1 (A ) i.e., Login method for e Voting for Individual shareholders holding securities in demat mode .

Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

EXPLANATORY STATEMENT

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

Item No. 1 & 2

Mr. D.K. Jain

Mr. D.K. Jain, aged 80 years, is the Founder Chairman of the DK Jain Lumax Group. Under his leadership, the Group has carved its strong position in automotive parts and captured sizable market in its arena. He is MBA from University of Delhi and did President Program from Harvard Business School, USA.

Mr. D.K. Jain was re-appointed as Executive Chairman - Whole Time Director (Key Managerial Personnel) of the Company for a period of 5 Years w.e.f. May 28, 2018 by the shareholders in the Annual General Meeting held on August 21, 2018, in accordance with the provisions of Sections 196, 197, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013. The tenure of Mr. D.K. Jain, Executive Chairman - Whole Time Director (Key Managerial Personnel) is expiring on May 27, 2023.

Considering his vast experience and contribution in the progress of the Company, present business performance and future growth plans, it is proposed to re-appoint Mr. D.K. Jain, as Executive Chairman - Whole Time Director for a further period of 3 years w.e.f. May 28, 2023, on the terms & conditions including remuneration, allowances and perquisites as mentioned below.

Mr. D. K. Jain has granted the consent for his re-appointment as Executive Chairman - Whole Time Director (Key Managerial Personnel) of the Company. Further, as per confirmation received from him, he is not disqualified from being re-appointed as a Director in terms of Section 164 of the Companies Act, 2013.

The aforesaid proposals have been approved by Nomination and Remuneration Committee considering financial position of the Company, trend in the industry, appointee(s) qualification, experience, past performance and past remuneration amongst others and also by the Board of Directors in their meeting held on February 13, 2023.

Mr. Anmol Jain

Mr. Anmol Jain, aged 43, was re-appointed as Managing Director of the Company for a period of 5 Years w.e.f. May 28, 2018 by the shareholders in the Annual General Meeting held on August 21, 2018, in accordance with the provisions of Sections 196, 197, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013. The tenure of Mr. Anmol Jain, Managing Director is expiring on May 27, 2023.

Mr. Anmol Jain worked as a Management Trainee with GHSP, U.S.A. & subsequently, joined Lumax Group after completing Bachelors in Business Administration in Finance & Supply Chain Management (Double major) from Michigan State University, U.S.A. He has over 22 years of experience.

He has held position of National Coordinator of ACMA-YBLF and also as Chairman CII Haryana State Council.

Considering his vast experience and contribution in the progress of the Company, present business performance and future growth plans, it is proposed to re-appoint Mr. Anmol Jain as Managing Director for a further period of 3 years w.e.f. May 28, 2023, on the terms & conditions including remuneration, allowances and perquisites as mentioned below.

Mr. Anmol Jain has granted the consent for his re-appointment as Managing Director of the Company. Further, as per confirmation received from him, he is not disqualified from being reappointed as a Director in terms of Section 164 of the Companies Act, 2013.

Particulars of Remuneration and Perquisites:

PARTICULARS	Mr. D.K. Jain	Mr. Anmol Jain
Salary	Rs. 1,20,00,000 per annum	Rs. 1,20,00,000 per annum
Perquisites & Allowances	Rs. 6,00,000 per annum	Rs. 6,00,000 per annum
Total	Rs. 1,26,00,000 per annum	Rs. 1,26,00,000 per annum
Commission	Up to 5% per annum of the Net Profits of the Company, calculated in accordance with the provisions of the Companies Act, 2013. The commission may be paid quarterly, half yearly or annually as the Board may determine from time to time subject to overall limits of remuneration prescribed under Section 197 of the Companies Act, 2013.	Up to 5% per annum of the Net Profits of the Company, calculated in accordance with the provisions of the Companies Act, 2013. The commission may be paid quarterly, half yearly or annually as the Board may determine from time to time subject to overall limits of remuneration prescribed under Section 197 of the Companies Act, 2013.
Other Benefits	The Company will provide a Chauffer driven Car to him. The Company shall bear all the expenses in respect of car such as servicing, repairs, fuel, taxes, comprehensive insurance premium etc. including the salary of the chauffer.	The Company will provide a Chauffer driven Car to him. The Company shall bear all the expenses in respect of car such as servicing, repairs, fuel, taxes, comprehensive insurance premium etc. including the salary of the chauffer.

Perquisites & Allowances, subject to maximum limits as given above, shall include House Rent Allowance and reimbursement of all expenses on Electricity, Security Guards, Club Membership Fees, Leave Travel Concession, Medical, Mediclaim and Personal accidental insurance premium, on actual basis.

Apart from the above, the Company shall make all applicable Statutory/Other Payments viz. Provident Funds, Superannuation funds, National Pension Scheme, Gratuity, as per the rules of the Company in respect of above remuneration.

The value of perquisites and allowances shall be evaluated as per Income Tax Rules, wherever applicable. In the absence of any such rules, perquisites and allowances shall be evaluated at actual cost.

The use of company-maintained cars, telephones, mobile phone, travelling and hotel expenses incurred for business purposes shall not be included in the computation of perquisites and allowances for the purpose of calculating ceiling of remuneration.

Pursuant to the provisions of Section 190 of the Companies Act, 2013, the written memorandum setting out the terms and conditions including remuneration and other relevant documents relating to the reappointment of Mr. D. K. Jain and Mr. Anmol Jain are open for inspection at the Registered Office of the Company during business hours on any working day of the Company without payment of fee.

The statement as required under Section II, Part II of the Schedule V of the Companies Act, 2013 with reference to the Special Resolutions at Item No. 1 & 2 is annexed hereto as Annexure - 1.

Relevant details relating to re-appointment of Mr. D. K. Jain and Mr. Anmol Jain as required by the Act, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standard - 2 on General Meetings issued by the ICSI are provided in Annexure - 2.

Except Mr. D. K. Jain, Mr. Deepak Jain and Mr. Anmol 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 the agenda as set out at Item No. 1 & 2 of the Notice.

The Board recommends the Special Resolutions as set out in item no. 1 & 2 of the Notice for approval by the Members.

Item No. 3 & 4

Arun Kumar Malhotra

The Board of Directors upon the recommendation of the Nomination and Remuneration Committee, re-appointed Mr. Arun Kumar Malhotra as Independent Director on the Board of the Company w.e.f. July 28, 2023 for a further period of 5 (Five) years in compliance with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015).

Mr. Arun Kumar Malhotra is a BE in Mechanical Engineering and MBA from IIM Kolkata. He has been a part of growth of various industry over the last three decades and worked with various renowned group such as Bajaj Auto, Maruti Suzuki, Mahindra & Mahindra and Nissan India.

He has attended various Executive Management programs in Kellog’s School of Management, Chicago and Harvard Business School, Boston and has served as an Executive Council Member of SIAM. Mr. Arun Kumar Malhotra has been an eminent Speaker and Guest Faculty at various reputed and renowned business schools such as IIM Kolkata, IIM-Bangalore and many other institutions.

In accordance with the provisions of Section 149 read with Schedule IV of the Act and applicable provisions of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), reappointment of independent directors requires approval of the members of the Company.

Mr. Arun Kumar Malhotra is not disqualified from being re-appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Company has also received declarations from Mr. Arun Kumar Malhotra that he meets the criteria of independence as prescribed both under Section 149(6) of the Act and under the Listing Regulations.

In the opinion of the Board, Mr. Arun Kumar Malhotra fulfils the conditions for reappointment as an Independent Director as specified in the Act and the Listing Regulations. Mr. Arun Kumar Malhotra is independent from the management and possesses appropriate skills, experience and knowledge. Further, he is not debarred from holding the office of Director pursuant to any SEBI Order or any other such Authority. Mr. Arun Kumar Malhotra has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties.

On the basis of performance evaluation and balance of skills, knowledge and experience identified of Mr. Arun Kumar Malhotra by Nomination and Remuneration Committees, the Board recommend the reappointment of Mr. Arun Kumar Malhotra for a further period of 5 years.

Mr. Arun Kumar Malhotra has sound knowledge of Automobile/Auto Component Sector, Finance & Accounting, Sales & Marketing, Human Resource Management, Information Technology, Production and Quality Assurance which suits the skills and expertise required for Company’s business and sector in which it operates which will be of immense benefit and in the best interest of the Company and will ensure sound decision making at level of the Board as whole.

Mr. Arun Kumar Malhotra shall be paid remuneration by way of fee for attending the meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings.

Avinash Parkash Gandhi

The Board of Directors upon the recommendation of the Nomination and Remuneration Committee, re-appointed Mr. Avinash Parkash Gandhi as Independent Director on the Board of the Company w.e.f. November 12, 2023 for a further period of 5 (Five) years in compliance with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015).

Mr. Avinash Parkash Gandhi, aged 84, is B.E. (Mechanical). He has held top leadership positions in prestigious organizations for over two decades out of 43 years of professional work experience. He also worked with Hyundai Motors India Ltd (HMIL) as President. He joined HMIL in 1998, a second largest passenger car manufacturer in India. Before HMIL he worked for 10 years in Escorts as a Chief Executive of Corporate Research and Development. He has also worked in Telco for about 15 years holding various Senior positions in the area of manufacturing operations.

Mr. Avinash Parkash Gandhi is not disqualified from being re-appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Company has also received declarations from Mr. Avinash Parkash Gandhi that he meets the criteria of independence as prescribed both under Section 149(6) of the Act and under the Listing Regulations.

In the opinion of the Board, Mr. Avinash Parkash Gandhi fulfils the conditions for reappointment as an Independent Director as specified in the Act and the Listing Regulations. Mr. Avinash Parkash Gandhi is independent from the management and possesses appropriate skills, experience and knowledge. Further, he is not debarred from holding the office of Director pursuant to any SEBI Order or any other such Authority. Mr. Avinash Parkash Gandhi has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties.

On the basis of performance evaluation and balance of skills, knowledge and experience identified of Mr. Avinash Parkash Gandhi by Nomination and Remuneration Committees, the Board recommend the reappointment of Mr. Avinash Parkash Gandhi for a further period of 5 years.

Mr. Avinash Parkash Gandhi has sound knowledge of Automobile/Auto Component Sector, Finance & Accounting, Sales & Marketing, Human Resource Management, Information Technology, Production and Quality Assurance which suits the skills and expertise required for Company’s business and sector in which it operates which will be of immense benefit and in the best interest of the Company and will ensure sound decision making at level of the Board as whole.

Mr. Avinash Parkash Gandhi shall be paid remuneration by way of fee for attending the meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings.

Except Mr. Arun Kumar Malhotra and Mr. Avinash Parkash Gandhi, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, in the agenda as set out at Item No. 3 & 4 of the Notice respectively.

Relevant details relating to re-appointment of Mr. Arun Kumar Malhotra and Mr. Avinash Parkash Gandhi as required by the Act, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standard - 2 on General Meetings issued by the ICSI are provided in Annexure - 2.

The Board recommends the Special Resolutions as set out in item no. 3 & 4 of the Notice for approval by the Members.

Item No. 5 & 6

The existing Memorandum of Association (“MOA”) and Articles of Association (“AOA”) of the Company were framed in terms of the provisions of the Companies Act, 1956. With the enactment of the Companies Act, 2013 some provisions of the Companies Act, 1956 are no longer in force. Thus, with the coming into force of the Companies Act, 2013, the existing MOA and AOA require alteration in its several clauses. Hence, it is considered expedient to wholly replace the existing MOA and AOA with the new MOA and AOA in line with the new Companies Act, 2013 in continuance of our effort to comply with the provisions of applicable laws in true letter and spirit.

A copy of the proposed MOA and AOA will be available for inspection by the members at the registered office of the company. The members may follow the process for inspection as mentioned in the Notes annexed to this Postal Ballot Notice.

The adoption of MOA & AOA requires the approval of the Shareholders by means of a Special Resolution as per the Companies Act, 2013 and accordingly the approval of the members is being sought through Postal Ballot.

The Board of Directors in its meeting held on February 13, 2023 has accorded its approval for adoption of the MOA & AOA.

None of the Directors, Key Managerial Personnel and their relatives is, in any way, concerned or interested, financially or otherwise, in the said resolutions, except to the extent of their shareholdings in the Company, if any.

The Board recommends the Special Resolutions as set out in Item No. 5 & 6 of the Notice for approval by the Members.

By Order of the Board of Directors For Lumax Auto Technologies Limited

RAAJESH Digitally signed by RAAJESH KUMAR KUMAR GUPTA GUPTA Date: 2023.02.21 19:22:18 +05'30'

Date: February 13, 2023 Raajesh Kumar Gupta Place: Gurugram Vice President and Group Head (Secretarial, Legal and Internal Audit) Membership No. A8709

Registered Office:

2[nd] Floor, Harbans Bhawan-II, Commercial Complex, Nangal Raya, New Delhi– 110046 Website: https://www.lumaxworld.in/lumaxautotech Email id: [email protected] CIN: L31909DL1981PLC349793

Annexure-1

Statement containing required information as per Section II of part II of Schedule V of the Companies Act, 2013 for Item No. 1 and 2

I. GENERAL INFORMATION:

i) Nature of Industry	Manufacturers of Auto components and Equipment
ii) Date of commencement of commercial production	1981 (Date of Incorporation: 30th October, 1981)
iii) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus.	Not Applicable

(iv) Standalone Financial performance based on given indicators

(Rs. in lakhs)

Financial Parameters	Financial Year	Financial Year
	2019-20	2020-21	2021-22
Revenue from Operations	94,236.07	90,294.89	1,15,703.46
Other Income	2,717.95	2,206.43	2,161.56
Total Income	96,954.02	92,501.32	1,17,865.02
Total Expenses	90,828.97	86,934.50	1,09,940.48
Profit before exceptional items and income tax and share inprofit/(loss)of associate	6,125.05	5,566.82	7,924.54
Exceptional items	--	--	175.05
Profit Before Tax(PBT)	6,125.05	5,566.82	7,749.49
Tax Expenses	997.67	1,358.09	1,886.87
Profit After Tax(PAT)	5,127.38	4,208.73	5,862.62

(v) Foreign investments or collaborators, if any:

As on 31[st] December, 2022, the Company has following foreign investments in the Company-

Promoter Category (Foreign) – Nil Public Category (Foreign Portfolio Investors) – 19.41%

II. Information about Mr. D.K. Jain and Mr. Anmol Jain

1. Background details:

Mr. D.K. Jain

Mr. D.K. Jain, aged 80 years, is the Founder Chairman of the Company. Under his leadership, the Company has carved its strong position in automotive parts and captured sizable market in its arena. He is MBA from University of Delhi and did President Program from Harvard Business School, USA.

Mr. Anmol Jain

Mr. Anmol Jain, aged 43, worked as a Management Trainee with GHSP, U.S.A. & subsequently, joined Lumax Group after completing Bachelors in Business Administration in Finance & Supply Chain Management (Double major) from Michigan State University, U.S.A. He has over 22 years of experience.

He has held position of National Coordinator of ACMA-YBLF and also as Chairman CII Haryana State Council.

2. Past remuneration

Details of Remuneration paid to Mr. D.K. Jain and Mr. Anmol Jain in last three years are as below

–

–
Financial Years	Amount(Rs. In Lakhs)
	Mr. D.K. Jain	Mr. Anmol Jain
2019-20	238.27	262.72
2020-21	205.92	194.03
2021-22	568.43	310.93

3. Recognition or awards

Mr. D.K. Jain	Mr. Anmol Jain
None	None

4. Job profile and his suitability

Mr. D.K. Jain

Mr. D.K. Jain, is Executive Chairman- Whole Time Director (Key Managerial Personnel) and the Founder Chairman of the Company. Under his leadership, the Company has carved its strong position in automotive parts and captured sizable market in its arena. He take active participation at the decision making of the Board as a whole.

Mr. Anmol Jain

5. Remuneration proposed

PARTICULARS	Mr. D.K. Jain	Mr. Anmol Jain
Salary	Rs. 1,20,00,000 per annum	Rs. 1,20,00,000 per annum
Perquisites & Allowances	Rs. 6,00,000 per annum	Rs. 6,00,000 per annum
Total	Rs. 1,26,00,000 per annum	Rs. 1,26,00,000 per annum

Commission	Up to 5% per annum of the Net Profits of the Company, calculated in accordance with the provisions of the Companies Act, 2013. The commission may be paid quarterly, half yearly or annually as the Board may determine from time to time subject to overall limits of remuneration prescribed under Section 197 of the Companies Act, 2013.	Up to 5% per annum of the Net Profits of the Company, calculated in accordance with the provisions of the Companies Act, 2013. The commission may be paid quarterly, half yearly or annually as the Board may determine from time to time subject to overall limits of remuneration prescribed under Section 197 of the Companies Act, 2013.
Other Benefits	The Company will provide a Chauffer driven Car to him. The Company shall bear all the expenses in respect of car such as servicing, repairs, fuel, taxes, comprehensive insurance premium etc. including the salary of the chauffer.	The Company will provide a Chauffer driven Car to him. The Company shall bear all the expenses in respect of car such as servicing, repairs, fuel, taxes, comprehensive insurance premium etc. including the salary of the chauffer.

6. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin)

The proposed remuneration would be commensurate with the size of the Company and nature of the industry. The salary structure of the managerial personnel has undergone a major change in the industry in the past. Keeping in view the type of the industry, size of the Company, the responsibilities and capabilities of Mr. D.K. Jain and Mr. Anmol Jain, the proposed remuneration is comparative with the remuneration paid by other companies to such similar positions in the same industry.

7. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel or other Director, if any.

Mr. D.K. Jain is Executive Chairman - Whole Time Director (Key Managerial Personnel) of the Company. Apart from receiving remuneration including perquisites, allowances, commission and

he is Promoter of the Company. Mr. D. K. Jain, Mr. Deepak Jain and Mr. Anmol Jain, are relatives to each other.

Mr. Anmol Jain is Managing Director (Key Managerial Personnel) of the Company. Apart from receiving remuneration including perquisites, allowances, commission and he is Promoter of the Company. Mr. D. K. Jain, Mr. Deepak Jain and Mr. Anmol Jain, are relatives to each other.

III. Other information:

(1)	Reasons of loss or inadequate profits	The industrial scenario in the country may get impacted by internal as well as external factors which may lead to a situation of loss or inadequate profits in the Company during the tenure of Mr. D. K. Jain and Mr. Anmol Jain
(2)	Steps taken or proposed to be taken for improvement	The management of the Company will take all requisite actions / steps including but not limited to reduction in fixed costs to contain the losses / inadequate profitability situation.
(3)	Expected increase in productivity and profits in measurable terms	N.A.

IV. DISCLOSURES:

Remuneration package of the managerial persons: As detailed in the Annexure – 1 which forms part of the Postal Ballot Notice.
Disclosures in the Board of Director’s report under the heading “Corporate Governance” has already been included in Annual Report for FY 2021-22. The requisite details of remuneration of Directors to be paid in the Financial Year 2022-23 shall be included in the Corporate Governance Report, forming part of the Annual Report of FY 2022-23 of the Company. Further the requisite details of remuneration of Directors to be paid (as mentioned for Item No. 1 & 2 of this Notice) in the Financial Year 2023-24 shall be included in the Corporate Governance Report, forming part of the Annual Report of FY 2023-24 of the Company.

Annexure-2

Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards 2 issued by ICSI, information about the - directors seeking appointment/re appointment and fixation of remuneration is furnished as below:

Mr. D.K Jain & Mr. Anmol Jain

Particulars	Mr. D.K Jain (DIN 00085848)	Mr. Anmol Jain (DIN: 00004993)
Age/ Date of Birth	November 08, 1942	April 29, 1979
Brief Resume	Please refer Explanatory Statement.	Please refer Explanatory Statement.
Qualification	MBA from Delhi University & has successfully completed President Management Program from Harvard Business School.	Bachelors in Business Administration in Finance & Supply Chain Management (Double major) from Michigan State University, U.S.A.
Experience & Expertise	He is among the pioneers of the Indian Auto-Component Industry. His enigmatic vision and management skills has been the guiding light behind the DK Jain Group of companies. He holds over 5 decades of experience in the automotive industry in management, operations & administrative roles. He has held various industry positions like: Past president of ACMA, President suppliers association – Toyota Kirloskar Motors, Chairman of Trade Fairs Committee ACMA, Co-chairman of Regional Committee on Membership of Northern Region CII, Past Chairman of CSR subcommittee of the Northern Region of CII	He worked as a management Trainee with GHSP, U.S.A. & subsequently, joined Lumax Group in 2000 & having experience of more than 22 years. He is currently holding various industry positions: The President of the Honda Cars India Supplier’s Club Management Committee member Bajaj Auto Vendor Association Executive Council member of ACMA Holding the co-Chairperson positions for both the Northern Region & Business Development vertical - ACMA He has held various positions in Industry associations like:  The National Coordinator of ACMA- YBLF from 2014-16 The Chairman CII Haryana State Council in 2012-13
Terms and Conditions of appointment	Re-appointment as Executive Chairman- Whole Time Director (Key Managerial Personnel)	Re-appointment as Managing Director (Key Managerial Personnel)

Remuneration Proposed to be paid	As et out in the explanatory statement	As et out in the explanatory statement
Remuneration last drawn	Rs. 568.43 Lakhs (FY 2021-22)	Rs. 310.93 Lakhs (FY 2021-22)
Directorship on the Board of other Companies	Lumax Energy Solutions Private Limited Lumax Finance Private Limited Backcountry Estates Private Limited	Lumax Industries Limited(Listed *Company)* Lumax Energy Solutions Private Limited Lumax Cornaglia Auto Technologies Private Limited Lumax Jopp Allied Technologies Private Limited SL Lumax Limited Lumax Mannoh Allied Technologies Limited Lumax Mettalics Private Limited Lumax FAE Technologies Private Limited Lumax Alps Alpine India Private Limited Lumax Ituran Telematics Private Limited Lumax Finance Private Limited Lumax Integrated Ventures Private Limited
Date of first appointment on the Board.	October 30, 1981	April 03, 2004
Shareholding	Nil	1,29,18,113
Relationship with Directors Inter-se	Mr. D.K. Jain is father of Mr. Deepak Jain and Mr. Anmol Jain, Directors of the Company.	Mr. Anmol Jain is Son of Mr. D.K. Jain and Brother of Mr. Deepak Jain, Directors of the Company.
Skills and capabilities required for the role and the manner in which the proposed Independent Director meets	Not Applicable	Not Applicable
Number of Board Meeting attended	3 Board Meeting Attended during F Y 2022-23	5 Board Meeting Attended during F Y 2022-23
Chairman/Member of the Committee of the Board of other Companies	Nil	Lumax Industries Limited CSR Committee- Member Lumax Mannoh Allied Technologies Limited

		Nomination and Remuneration Committee- Member CSR Committee- Member
Listed entities from which the person has resigned in the past three years	Nil	Nil

Note: Chairmanships/Memberships of Section 8 Companies/Private Companies are not included in above table.

Particulars	Mr. Arun Kumar Malhotra (DIN: 00132951)	Mr. Avinash Parkash Gandhi (DIN: 00161107)
Age/ Date of Birth	October 07, 1958	October 01, 1938
Brief Resume	Please refer Explanatory Statement.	Please refer Explanatory Statement.
Qualification	Mr. Arun Kumar Malhotra is B.E Mechanical & MBA from IIM, Kolkata	Mr. Avinash Parkash Gandhi is B.E. (Mechanical)
Experience & Expertise	He is an Indian automotive sector veteran. He worked as Managing Director with Nissan India and thereafter, as Senior Corporate Advisor at Nissan India. He has more than 32 years of experience with organization like Escorts, Bajaj Auto Ltd, and Maruti Suzuki India Ltd.	Mr. Avinash Parkash Gandhi is B.E. (Mechanical). He has held top leadership positions in prestigious organizations for over two decades out of 43 years of professional work experience. He also worked with Hyundai Motors India Ltd (HMIL) as President. He joined HMIL in 1998, a second largest passenger car manufacturer in India. Before HMIL he worked for 10 years in Escorts as a Chief Executive of Corporate Research and Development. He has also worked in Telco for about 15 years holding various Senior positions in the area of manufacturing operations.
Terms and Conditions of appointment	Re-appointment as Independent Director	Re-appointment as Independent Director
Remuneration proposed to be paid	Sitting Fees as approved by the Board from time to time	Sitting Fees as approved by the Board from time to time
Remuneration last drawn	Sitting Fee of Rs. 8.00 Lakhs (FY 2021-22)	Sitting Fee of Rs. 7.60 Lakhs (FY 2021-22)
Directorship on the Board of other Companies	NBS International Limited Mahindra Two Wheelers Limited	Lumax Industries Limited(Listed *Company)*

		Schaeffler India Limited *(Listed* *Company)* Minda Corporation Limited(Listed *Company)* Action Construction Equipment Limited(Listed Company) Lumax Mannoh Allied Technologies Limited Uniproducts (India) Limited Zook Electric Vehicles Private Limited Fairfield Atlas Limited 
Date of first appointment on the Board.	July 28, 2018	November 12, 2018
Shareholding	Nil	Nil
Relationship with Directors Inter-se	None of the Directors on the Board is related to Mr. Arun Kumar Malhotra	None of the Directors on the Board is related to Mr. Avinash Parkash Gandhi
Skills and capabilities required for the role and the manner in which the proposed Independent Director meets.	Mr. Arun Kumar Malhotra meets the following skills and capabilities required for the role as an Independent Director, which have been identified by the Board of Directors: Sound Knowledge of Automobile/Auto Component Sector; and Extensive knowledge of Finance & Accounting Sales & Marketing Human Resource Management, Information Technology Production and Quality Assurance, Strategy Development and Implementation, Stakeholder Relationships	Mr. Avinash Parkash Gandhi meets the following skills and capabilities required for the role as an Independent Director, which have been identified by the Board of Directors: Sound Knowledge of Automobile/Auto Component Sector; and Extensive knowledge of Finance & Accounting Sales & Marketing Human Resource Management, Information Technology Production and Quality Assurance, Strategy Development and Implementation, Stakeholder Relationships
Number of Board Meeting attended	5 Board Meeting Attended during F Y 2022-23	5 Board Meeting Attended during F Y 2022-23
Chairman/Member of the Committee of the Board of other Companies	Nil	Lumax Industries Limited Audit Committee- Member Nomination and Remuneration Committee-Member Risk Management Committee- Member CSR Committee- Member Schaeffler India Limited Audit Committee- Member Nomination and Remuneration Committee-Member

		Minda Corporation Limited Audit Committee- Member Nomination and Remuneration Committee-Chairman Stakeholders Relationship Committee- Member CSR Committee-Member Action Construction Equipment Limited Audit Committee- Chairman Nomination and Remuneration Committee-Member Stakeholders Relationship Committee- Member Lumax Mannoh Allied Technologies Limited Audit Committee- Member Nomination and Remuneration Committee-Member Uniproducts (India) Limited Nomination and Remuneration Committee-Chairman Fairfield Atlas Limited Audit Committee- Member Nomination and Remuneration Committee-Member
Listed entities from which the person has resigned in the past three years	Nil	Nil

Note: Chairmanships/Memberships of Section 8 Companies/Private Companies are not included in above table.

AI assistant

Lumax Auto Technologies Ltd. — Proxy Solicitation & Information Statement 2023

62451_rns_2023-02-21_781b1ebe-8013-4882-81f7-f640f3f003ec.pdf

Dear Sir/Madam,

LUMAX AUTO TECHNOLOGIES LIMITED

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

Dear Member(s),

PROPOSED RESOLUTIONS

Item No. 1: Approval for Re-appointment of Mr. Dhanesh Kumar Jain (DIN: 00085848) as Executive Chairman- Whole Time Director (Key Managerial Personnel) of the Company

Item No. 2: Approval for Re-appointment of Mr. Anmol Jain (DIN: 00004993) as Managing Director (Key Managerial Personnel) of the Company

Item No. 3: Approval for Re-appointment of Mr. Arun Kumar Malhotra (DIN: 00132951) as an Independent Director of the Company for the second term of 5 years.

Item No. 4: Approval for Re-appointment of Mr. Avinash Parkash Gandhi (DIN: 00161107) as an Independent Director of the Company for the second term of 5 years.

Item No. 5: Approval for Adoption of new set of Memorandum of Association of the

Company as per Companies Act, 2013.

Item No. 6: Approval for Adoption of new set of Articles of Association of the Company as per Companies Act, 2013.

By Order of the Board of Directors For Lumax Auto Technologies Limited

Registered Office:

Notes:

16. Voting Through Electronic Means (E-Voting):

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

- How do I vote electronically using NSDL e Voting system?

- Step 1: Access to NSDL e Voting system

Login method for Individual shareholders holding securities in demat mode is given below:

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

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

- How to cast your vote electronically on NSDL e Voting system?

General Guidelines for shareholders

EXPLANATORY STATEMENT

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

Item No. 1 & 2

Mr. D.K. Jain

Mr. Anmol Jain

Particulars of Remuneration and Perquisites:

Item No. 3 & 4

Arun Kumar Malhotra

Avinash Parkash Gandhi

Item No. 5 & 6

Registered Office:

I. GENERAL INFORMATION:

(iv) Standalone Financial performance based on given indicators

(Rs. in lakhs)

(v) Foreign investments or collaborators, if any:

II. Information about Mr. D.K. Jain and Mr. Anmol Jain

1. Background details:

Mr. D.K. Jain

Mr. Anmol Jain

2. Past remuneration

3. Recognition or awards

4. Job profile and his suitability

Mr. D.K. Jain

Mr. Anmol Jain

5. Remuneration proposed

6. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin)

7. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel or other Director, if any.

III. Other information:

IV. DISCLOSURES:

Mr. D.K Jain & Mr. Anmol Jain

More from Lumax Auto Technologies Ltd.

Lumax Auto Technologies Ltd. Proxy Solicitation & Information Statement 2023