Seshasayee Paper & Boards Ltd. — Proxy Solicitation & Information Statement 2020

Nov 23, 2020

'Ve{~k(mdBusiness Standard (HENNAI ^{I 21} NOVEMBER ²⁰²⁰

NOTICE OF POSTAL BALLOT

Notice is hereby given that pursuant to Section 110 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014, the consent of the Members of the Company is being sought, through Postal Ballot (induding e-Voting) as setoutin the Postal Ballot Notice dated 07· November 2020, for:

o Appointment, byway of Ordinary Resolution, ofTmt. Sigy Thomas Vaidhyan, lAS, as a Nominee Director, not liable to retire by rotation.

o Appointment, by way of Ordinary Resolution, of Dr. Shekhar Kumar Niraj, IFS, as ^a Nominee Director, liable to retire by rotation.

The Postal Ballot Notice and the Postal Ballot Form are available on the Company's websije www.spbltd.comandonthewebsiteoftheNSDLwww.evoting.nsdl.com.

Postal Ballot Notice, in electronic form, has been sent to the shareholders on November 20·, 2020, to their e-mail address registered with their Depository Participants (DP) (in case of electronic shareholding) I the Company's Registrar and Share Transfer Agents (RTA) (in case of physical shareholding). For shareholders, who have not registered their e-mail address with DP I RTA, Postal Ballot Notice, in physical form, along with Postal Ballot Form and a postage-prepaid selt-addresseo Business Envelope, have been posted to their registered address, on November 20·,2020:

Such Notice, either in physical form or in electronic form, has been sent to all Members whose name appear in the Register of Members I List of Beneficial owners as received from NSDLI CDSL as on November 13·, 2020 (cut-off date).

The Company has appointed Sri B Kalyanasundaram, Practising Company Secretary (Membership No.672) as Scrutinizer for conducting the Postal Ballot Voting process, in a fair and transparent manner.

In compliance with the provisions of Section 108 and 110 the Companies Act, 2013 and the Rules made thereunder and in terms of Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company has provided the facility to the Members to exercise their votes electronically through the Remote e-voting facility arranged with National Securities Depository Limited (NSDL).

The e-Voting period commences on Saturday, the 21" November 2020 (09.00 AM) and ends on Sunday, the 20· December 2020 (05.00 PM).

A Member may exercise voting either by Physical Ballot Form or e-Voting. The Members can optforonly one mode of voting i.e. either by Physical Ballot Form ore-Voting. In case .Members cast their vote through both the modes, voting done by Remote e-voting shall prevail and votes cast through Physical Ballot Forms will be treated as Invalid.

Members are advised to read instructions printed in the Postal Ballot Notice I Postal Ballot Form carefully.

Members who have not received Postal Ballot Notice I Postal Ballot Form may download it from Company's website or may contact the RTA Mis Integrated Registry Management Services Private Limited, Kences Towers, II Floor, No.1, Ramakrishna Street, North Usman Road, T Nagar, Chennai 600 017, to obtain a duplicate form.

The Postal Ballot Form duly completed and signed by the Members should reach the Scnninlzer on or before dose of working hours i.e. 05.00 PM on 20· December 2020, if any Postal Ballot Form is received after the specified date I time, it will be strictly treated as if reply from such Shareholder has not been received.

The result of voting by Postal Ballot will be announced on 22'" December 2020 at 04.00 PM at the Registered office of the Company. The results of the voting by Postal Ballot will be posted on the website of the Company www.spbltd.com and the results will be intimated to NSE I BSE Ltd. Additionally, the results of the voting by Postal Ballot will be posted on the website of NSDLatwww.evoting.nsdl.com.

In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for Members and e-voting user manual for Members available at the 'downloads' section of www.evoting.nsdl.comorcalionTotl-freeNo. 1800-222-990.

By order of the Board For Seshasayee Paper and Boards Limited (V PICHAl) Deputy Managing Director & Secretary Place: Erode Date : 20' Noyember 2020

(I) SESRASAYEE PAPER •• D .O •• DS LIMITED . . Regd. (lfI\ce: Pillllpalayam, Nam.kkal DIItrIct, Cauvery RS po, Erode 638 007. .,. Phone. (04266) 24022110 2A0228 Fax No. (04266) 240229, Emall: Investor(tspbltd.com Web: www.spb/\d.com CIN:.L21012TZ1!JeOPLCOOO384 . NOTICE OF POSTAL BALLOT

.

Noyce is hereby given that pursuant to SeCtion '110 of the Companies.Act, 2013, read with Rule 22 of the. Companies (Management and Administration) Rules, 2Q14, the consent of the Members of the Company is being sought, through Postal Ballot (including e-Voting) as setout in the Postal Ballot Notice dated 07" November 2020, for:

<>. AppoinbT1ent, by way of Ordinary ResolutiOn, of'[ml Sigy Thomas Vaidhyan, IAS: as a Nominee Director, not liable to retire by rotation. •

<> Appoinlment, by way of Ordinary Resolution, of Dr Shekhar Kumar Niraj, IFS, as a Nominee Director, liable te retire by rotation. •

The Postal Ballot Notice and the Postal Ballot Form are available on the Company's websitewww.spbltd.com and on the we~slteofthe NSDL www:evoting.nsdl:com.

Postal Ballot Notice, in electronic form, has been' sent to the shareholders on November 20', 2020, to their .e-mail address registered with their Depository Participants (DP) (in case of electroniC shareholding) I the Company's Registrar and Share' Transfer Agents (RTAHin case of physical shareholding). For shareholders; who have not registered their e-mail address with DP f RTA. Postal Balloi Notice, in physical form. along with Postal BaHot Form and a postage-prepaid seIf·addressed Business Envelope, have been posted to their registered address, On November 20", 2020.

Sucl) Notice, either in physical form or in electroniC form, has been sent to all Members whose name appear in the Register of Members I Us! of Beneficial owners as received fromNSDLI CDSLas on NOYember 13", 2020 (cut-offdate).

The Company has appointed Sri B Kalyanasundaram, Practising Company Secretary (Membei'9hip No.672) ~s Scnitinizer for conducting the Postal !3allot Voting process, in a fairand transparent manner.' .

I In compliance with the provisions of Section ¹⁰⁸ and ¹¹⁰ the Companies Act, ²⁰¹³ and I the Rules made thereunder and in terms hf Regulation ⁴⁴ of the SEBI (LODR) Regulations, 20'15, the Company has provided the facility to the MelT\bers to exercise their votes electronically through the Remote e-voting facility <arranged with National Securities Depository Limited (NSDL). .

The e-Voting period commenCes on Saturday, the 21" November 2020 (09.00 AM) and ends on Sunday, the 20" December 2lJ20 (OS.OO ~).

^A Member may exercise voting either by P~ Ballot Form ore-Voting.1'he Member's I can opt for only one mode ofvoting i.e. either by Physical Ballot Form or e-Voting.ln case . Members cast their vote through both the modes, Voting done by Reniote e·voting shall prevail and votes castthrough Phy~cal Ballot Forms will be treated as Invalid.

Members arl! advised to read inStnJctions printed in the Postal Ballot Notice I Postal Ballot Form carefully. .

Members who have not received postal 88l1ot Notice iPostal Ballot Form may doWnlOad it from CompanY's website or may contact the RTAMIs Integrated Registry Management Services Private Limited, Kences Towers, II Floor, No.1, Ramakrishna Street, North Usman Road, T Nagar, Chennai 600 017, to obtain a duplicate tonn.

The Postal Ballot Form duly compleied and signed by e Members should teach the ' Scrutinizer on or before close of working hours I.e. OS.OO PM on 20' DeCember 2020, if any Postal Ballot Form is:received after the specified date i.time, it will be strictly treated as if reply from such Shareholder has not been received.

The result of voting by Postal Ballot will be announoed on 22"" December 2020 at, 04.00 PM at the Registered office of the Company. The results of the voting by Postal Balloi will be posted on the website of the Company WW\II.sp!lIt!l-com . end the results Yjill be' intimated to NSE f BSE'ltd. AddilionaUy, the results of the voting by Postal Ballot will bepostedonlhewebsiteofNSDLatwww.evoting.nsdl.com.

In case of any queries, you may refer to the FreqHently Asked ~stions (FAQs) for Members and e-voting user manual for Members available at the 'doWnloads' section of www.evoting.nsdl.comorcallonTolI·freeNo.18()().222-990. ' .

. . By' order of the Board For Seshasayee Paper and Boards Limited . . -. ! (V PICHAI) Deputy !tIanaglng Director & Secretary

Place: Erode Daie : 20· November 2020