NOTICE FOR POSTAL BALLOT /ELECTRONIC VOTING (e-Voting)

[Pursuant to Section 108, 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

Pursuant to the provisions of Section 110 read with Section 108 and all other applicable provisions, if any, of the Companies Act, 2013 (the "Act") read with the Companies (Management and Administration) Rules, 2014 (the "Rules") (including any amendment(s), statutory modification(s) or re-enactment(s) thereof), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Secretarial Standard 2 on General Meetings issued by the Institute of Company Secretaries of India and subject to other applicable laws, Rules and Regulations, if any, Salzer Electronics Limited ("the Company") hereby seeks your approval for the special business as considered in the resolution appended below through Postal Ballot only by way of remote e-voting ("Postal Ballot").

In view of the current extraordinary circumstances due to COVID-19 pandemic requiring social distancing, the Ministry of Corporate Affairs, Government of India ("MCA") vide its dated April 08, 2020, No. 17/2020 dated April 13, 2020, No. 22/2020 dated June 15, 2020, No. 33/2020 dated September 28, 2020 and No. 39/2020 dated December 31, 2020 ("MCA Circulars"), has advised the companies to take all decisions of urgent nature requiring members' approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of Postal Ballot through e-voting in accordance with the provisions of the Act and Rules made thereunder, without holding a general meeting that requires physical presence of members at a common venue.

As per the MCA Circulars, the Company is sending Postal Ballot Notice (the "Notice") only by email to all its members who have registered their email address with the Company or depository (ies) / depository participants and the communication of assent / dissent of the members on the resolution proposed in the Notice will take place through the remote e-voting system only. This Notice is accordingly being issued to the members in compliance with the MCA Circulars.

In view of limited postal/courier services and on account of prevailing COVID-19 pandemic situation and complying with the requirements of the relevant MCA Circulars, hard copy of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot and shareholders are requested to communicate their assent or dissent only through the remote e-voting system.

Detailed explanatory statement setting out the material facts concerning the resolution and instructions for e-voting are annexed to the Notice.

The Board of Directors of the Company at its meeting held on February 04, 2021 has appointed as the Scrutinizer ("Scrutinzer") for conducting the postal ballot and e-voting process in a fair and transparent manner. Mr. G Vasudevan (CP No. 6522) Partner in M/s G.V. and Associates, Practicing Company Secretaries, Coimbatore

Pursuant to Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 read with the Rules and the MCA Circulars, the Company has provided electronic voting ("e-voting") facility only. The Company has engaged the services of National Securities Depository Limited ("NSDL") to provide e-voting facility to the Members of the Company through their platform at the link www.evoting.nsdl.com. Please refer to the instructions for e-voting given hereinafter for the process and manner in which e-voting is to be carried out.

The e-voting platform will be opened for tendering your votes from 9:00 AM (Indian Standard Time ["IST"]) on February 24, 2021 (Wednesday) to 5:00 PM (IST) on March 25, 2021 (Thursday). Members are requested to read the instructions carefully while expressing their assent or dissent and cast votes via e-voting by not later than the close of business hours at 5:00 PM (IST) on March 25, 2021.

The Scrutinizer shall submit his report to the Chairman of the Company, or any other person authorized by him. The result of the Postal Ballot shall be announced on or before the close of business hours (i.e., 5:00 PM) ("IST") on March 26, 2021 and the same shall be displayed on the website of the Company at www.salzergroup.net, National Securities Depository Limited ("NSDL") and communicated to National Stock Exchange of India ("NSE") & BSE Limited ("BSE"), being the stock exchanges where the equity shares of the company are listed.

In the event, the resolution as set out under Item No.1 below is assented by the requisite majority of the members by means of Postal Ballot process, it shall be deemed to have been duly passed as a Special Resolution at the General Meeting of the Company on March 25, 2021, being the last date specified by the Company for e-voting. The resolution for the purpose as stated herein below is proposed to be passed by Postal Ballot/remote e-voting.

SPECIAL BUSINESS

Item No. 1:

a) Re-appointment of Mr. R Doraiswamy as the Managing Director of the Company for another term of Five years

To consider and if thought fit, to give assent / dissent to the following resolution to be passed as a Special Resolution:

RESOLVED THAT subject to the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification or re-enactment thereof) read with Schedule-V of the Companies Act, 2013, upon such regulations under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, in terms of Company's policy for Nomination and Remuneration Committee and on the recommendation of Nomination and Remuneration Committee as well as Board of Directors of the Company, the re-appointment of Mr. R Doraiswamy (DIN: 00003131),as the Managing Director of the Company for an another consecutive term of five years effective from May 01, 2021, as well as eventual payment of salary, commission and perquisites (hereinafter referred to as "remuneration"), and upon the terms and conditions as detailed below be and is hereby considered and approved:

Salary Rs.4,50,000/- per month with an annual increase of Rs.25,000/- every year for five years with effect from May 01, 2021 and
Commission at the rate of 2½ % on the net profit of the company after taxation as being computed from time to time within the limit in accordance with Schedule-V and other applicable provisions of the Companies Act, 2013.

PERQUISITES AND OTHER ALLOWANCES AND BENEFITS

House Rent Allowance:

No accommodation is being provided by the Company. House Rent Allowance is 50% of the salary over and above 10% of the salary payable by the appointee, as rent

Medical Allowance:

Expenses incurred by him and his family subject to a ceiling of one-month salary in a year or three months salary over a period of three years.

Leave Travel Concession: Once in a year, for him and his family members by Air/ First class A/C Train, anywhere in India.

Personal Accident Insurance:

Premium not exceeding Rs. 10,000/- per annum.

Club Fees:

Fees of clubs subject to maximum two clubs. This will not include admission and life membership.

Contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income-Tax Act, 1961.
Gratuity payable at a rate not exceeding 15 days' salary for each completed year of service and
Encashment of leave at the end of tenure."

"RESOLVED FURTHER THAT in the event of there being loss or inadequacy of profit for any financial year during the tenure of office, the aforesaid remuneration payable to Mr. R Doraiswamy, Managing Director of the Company, shall be the minimum remuneration payable to him, in terms of the Provisions of Schedule-V, Part II Sec - II, read with the relevant sections of the Companies Act, 2013 being in force from time to time."

"RESOLVED FURTHER THAT the Board of Directors (including its Committee thereof) be and is hereby authorised to revise the remuneration of Mr. R Doraiswamy from time to time to the extent the Board of Directors may deem appropriate, provided that such revision is within the overall limits of the managerial remuneration as prescribed under the Companies Act, 2013 read with Schedule V thereto, and/or any guidelines prescribed by the Government from time to time."

By the Order of the Board For Salzer Electronics Limited

Date : February 04, 2021 Place : Coimbatore

S Baskarausbramanian Director (Corporate Affairs) & Company Secretary DIN : 00003152 & FCS:4605

NOTES :

1) Explanatory statement pursuant to Section 102 (1) of the Companies Act, 2013 (the Act) read with secretarial standards issued by the Institute of Company Secretaries of India in respect of the Special Business is annexed hereto for your consideration.
2) The Board of Directors of the Company have appointed Mr. G Vasudevan (CP No. 6522) Partner in M/s G.V. and Associates, Practicing Company Secretaries, Coimbatore as the Scrutinizer for conducting the Postal Ballot through remote e-voting in a fair and transparent manner and for the purpose of ascertaining the requisite majority.
3) The approval of the shareholders is being sought through the Postal Ballot, pursuant to Section 108, 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the relevant MCA Circulars.
4) The facility of voting by electronic means is being provided by National Securities Depository Limited ("NSDL") for which the required procedure is incorporated in the Postal Ballot Notice. Voting period commences from 9:00 AM ("IST") on Wednesday, February 24, 2021 to 5:00 PM ("IST") on Thursday, on March 25, 2021 (both days inclusive).
5) The Notice is being sent only by email to all those Members of the Company, whose names appear in the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited ("NSDL")/Central Depository Services (India) Limited ("CDSL") as on Friday, February 12, 2021 ("cut-off date") and who have registered their email address in respect of electronic holdings with the Depository(ies) through the concerned Depository Participants and in respect of physical holdings with the Company's Registrar and Share Transfer Agent, M/s. GNSA Infotech Private Limited ("RTA") in accordance with the provisions of the Companies Act, 2013, read with Rules made thereunder and Ministry of Corporate Affairs, Government of India's Circulars No.14/2020 dated April 8, 2020, No. 17/2020 dated April 13, 2020, No. 22/2020 dated June 15, 2020, No.33/2020 dated September 28, 2020 and No.39/2020 dated December 31, 2020 ("MCA Circulars").
6) All the Members of the Company whose names are appearing on the Register of Members / List of Beneficial Owners as on the cut-off date i.e., February 12, 2021 (including those Members who may not have received this Notice due to non-registration of their e-mail address with the Company or the Depositories / Depository Participants) shall be eligible for remote e-voting. A person who is not a member as on the cut-off date should treat this notice for information purpose only.
7) Please note that e-voting module shall be disabled for voting by NSDL after 5.00 PM ("IST") on Thursday, the March 25, 2021. During the voting period, the Members of the Company holding equity shares either in physical form or dematerialised form, as on February 12, 2021 ("cut-off date"), may cast their vote(s) electronically. Once vote(s) on a resolution has been cast by the member, he/ she shall not be allowed to change it subsequently or cast the vote(s) again.
8) On account of the threat posed by COVID-19 and in terms of the MCA Circulars, the Company will send this Notice in electronic form only and hard copy of this Notice along with Postal Ballot forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot. Accordingly, the communication of the assent or dissent of the members would take place only through the remote e-voting system. Therefore, those shareholders who have not yet registered their e-mail address are requested to get their e-mail address submitted by following the procedure given below:
i. In light of the MCA Circulars, for remote e-voting for this Postal Ballot, the shareholders whether holding equity shares in dematerialized form or in physical form and who have not submitted their email address and in consequence to whom the e-voting notice could not be served, may temporarily get their e-mail address registered with the Company's Registrar and Share Transfer Agent, M/s. GNSA Infotech Private Limited by providing necessary supporting documents. Post successful registration of the e-mail address, the shareholder would get soft copy of this Notice and the procedure for e-voting along with the user-id and the password to enable e-voting for this Postal Ballot. In case of any queries, shareholders may write to the Company at [email protected] or to the Registrar and Share Transfer Agent at [email protected] .
ii. It is clarified that for permanent submission of e-mail address, the shareholders are however requested to register their email address, in respect of electronic holdings with the depository through the concerned depository participants and in respect of physical holdings with the Company's Registrar and Share Transfer Agent, M/s. GNSA Infotech Private Limited, having its office at Nelson Chambers, F-Block, Fourth Floor, #Nelson Manickam Road, Aminthakarai, Chennai-600 029 Tamil Nadu, India (Tel: +91 44-42962025), by following the due procedure.
iii. Those shareholders who have already registered their e-mail address are requested to keep their e-mail address validated with their depository participants / the Company's Registrar and Share Transfer Agent, M/s. GNSA Infotech Private Limited to enable serving of notices / documents / annual reports electronically to their e-mail address
9) Any query/grievance may please be addressed to Mr. S Baskarasubramanian, Director (Corporate Affairs) & Company Secretary with respect to this Postal Ballot at Email id: [email protected] or may contact Ms. Pallavi Mhatre, Manager, National Securities Depository Limited at the email id: [email protected] or call NSDL's toll free number 1800 102 0990.
10) Members are requested to carefully read the instructions while expressing their assent or dissent and to cast their vote(s) via evoting by not later than the close of working hours at 5:00 PM ("IST") on Thursday, the March 25, 2021.
11) The voting rights of members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date. Further, a member cannot exercise his/her vote by proxy on Postal Ballot.
12) The Postal Ballot Notice has been placed on Company's website www.salzergroup.net and NSDL's e-voting website www.evoting.nsdl.com and will remain on such website(s) until the last date of receipt of the Postal Ballot vote(s) (through remote e-voting) from members.
13) The Scrutinizer will submit his report after completion of scrutiny, on or before Friday, March 26, 2021. The Chairman or any other person duly authorized by him, will announce the results of the voting by Postal Ballot on or before 5:00 PM ("IST") on Friday, March 26, 2021, at the Registered or Corporate Office of the Company.

14) The result of the Postal Ballot shall be displayed on the Company's website www.salzergroup.net, on the website of NSDL and will also be communicated to National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"), where the equity shares of the Company are listed.

15) Voting through electronic means:

In compliance with provisions of Sections 108, 110 and other applicable provisions, if any, of the Act read with Rules framed thereunder, Regulation 44 of the SEBI Listing Regulations, MCA Circulars and the Secretarial Standards on General Meetings ("SS-2"), the Company is pleased to provide remote e-voting facility to all its members, to enable them to cast their vote electronically. For this purpose, the Company has availed the services of NSDL for facilitating the e-voting.

The instructions for members for voting electronically are as under: -

The voting period begins on 9:00 AM ("IST") on Wednesday, February 24, 2021 to 5:00 PM ("IST") on Thursday, March 25, 2021 (both days inclusive). During this period, the shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e., February 12, 2021 may cast their vote(s) electronically. The e-voting module shall be disabled by NSDL for voting thereafter.

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: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/ Step 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 are mentioned below:

1. 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.
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.

Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is
demat account with NSDL.	IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in	16 Digit Beneficiary ID For example if your Beneficiary ID is
demat account with CDSL.	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

5. Your password details are given below:

If you are already registered for e-Voting, then you can user your existing password to login and cast your vote

a) 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.
b) 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
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 [email protected] 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.

Details on Step 2 is given below:

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 company for which you wish to cast your vote.
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

General Guidelines for shareholders

1. 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]
1. 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
1. 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 toll free no.: 1800-222-990 or send a request to (Name of NSDL Official) 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:

1. 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]
1. 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].

+++++++++++++++++++++

Annexure to the Notice

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item No.1:

Mr. R Doraiswamy (DIN: 00003131) was last re-appointed as Managing Director of the Company for a period of 5 years from May 02, st 2016 by the Shareholders of the Company at their 31 Annual General Meeting held on August 13, 2016 and accordingly his current term of office getting closed on May 01,2021.

As per Section 178 of the Companies Act, 2013 and as required under Salzer Policy for the Nomination and Remuneration Committee, the Nomination and Remuneration Committee of the Board of Directors of the Company by their Circular resolutions dated January 23, 2021, in the best interest and progress of the Company, recommended to the Board for re-appointment of Mr. R Doraiswamy as Managing Director of the Company for a further period of five years commencing from May 01, 2021 with such necessary items including remuneration as set out in the resolution. The Board, at its meeting held on February 04, 2021, considered and also recommended to the shareholders for their approval on aforesaid re-appointment by means of Special Resolutions in compliance with Proviso to Clause c of part I of Schedule V stipulating conditions that the appointment of Managing Director or Whole Time Director, who attained the age of 70 years, to be done only with the special resolutions

The proposed remuneration is well within the limits prescribed in the Companies Act, 2013 and the Schedules and Rules made there under.

Further, Mr. R Doraiswamy declares himself that he has not suffered any disqualifications under the Provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The proposed transaction of availing the services of Mr. R Doraiswamy as Managing Director and the payment of remuneration to him during the proposed tenure is at an arms length transaction taking place in the ordinary course of business and it is not a material related party transaction. Hence, the provisions of Section 188 of the Companies Act, 2013 and Regulation 23(4) of SEBI Listing Obligation and Disclosure Requirements) Regulations, 2015 are not attracted.

Brief bio-data of Mr. R Doraiswamy and other disclosures as per SS-2 are provided under Annexure to this notice. Board of Directors recommend this resolution for your approval.

Interest of Directors

Except Mr. R Doraiswamy, Managing Director, Mr. D Rajesh Kumar, Joint Managing Director and CFO, being eldest son, Dr. Thilagam Rajesh, Non Executive and Non Indepepedent Director, being spouse of Mr. Rajesh Kumar, Mr. Vishnu Rangaswamy, Non Executive and Non Indepepedent Director, being younger son, None of other Directors, Key Managerial Personnel or their relatives, is interested or concerned in the resolution.

Name of the Director	R Doraiswamy
DIN	00003131
Category	Managing Director
Date of Birth	17/03/1943
Date of original Appointment on the Board	08/01/1985
Terms & Conditions of Appointment/ Reappointment with remuneration	As set out in the Resolutions under Item No.1 of this Notice
Remuneration Last Drawn (For FY2019-20)	Rs.65.62 Lakhs
Qualification	B E Electrical Engineering
Brief profile and nature of their expertise in specific functional areas	He is a qualified Electrical Engineer and technocrat entrepreneur with wide experience in the leading engineering industries like M/s. Lakshmi Machine Works Limited, Coimbatore, M/s Reiter Machine Works, M/s. Brown Bovery Baden and M/s. Sorecher + Schve Arrow, in Switzerland for more than two decades before promoting M/s. Salzer Electronics Limited.
Directorships held in other companies.	1. K.R.Health Care P.Ltd, 2. Salzer Spinners Ltd 3. Salzer Exports Limited, 4. Salzer Securities Holdings Ltd., 5. Kaycee Industries Limited
Memberships / Chairmanships of committees across all companies	Member - CSR Committee
No. of Board Meetings attended during the year	Four Meetings
Shareholding in the Company	313528 Shares - 1.96 %
Inter se relationship, if any	Father of Mr D.Rajeshkumar, Joint Managing Director and Chief Financial Officer and Father in Law of Dr. Thilagam Rajesh, Non-Executive Director and Father of younger son Mr.Vishnu Rangaswamy, Non Executive Director

AI assistant

Salzer Electronics Ltd. Proxy Solicitation & Information Statement 2021

61391_rns_2021-02-17_7c4717ce-2fa9-47b8-8513-f9840121f5f0.pdf