Shanthi Gears Ltd. - AGM Information 2024

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SGL-20/Sec/2024-25 05[th] July, 2024

National Stock Exchange of lndia Limited Bombay Stock Exchange Limited Exchange Plaza, 5[th] Floor 1[st] Floor Plot No.C-1, Block G New Trading Ring, Rotunda Building Bandra-Kurla Complex P J Towers, Dalal Street Bandra (E), Fort, Mumbai 400 051 Mumbai 400 001 Stock Code: SHANTIGEAR Stock Code: 522034 Through NEAPS Through BSE Listing Centre

Dear Sir / Ma’am,

Sub: Notice of 51[st] Annual General Meeting scheduled to be held on 29[th] July, 2024

This is to inform, that the 51[st] Annual General Meeting of the members of the Company is scheduled to be held through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM") on Monday, 29[th] July, 2024 at 4:30 p.m. (IST) in accordance with the relevant circulars issued by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI).

The Annual Report along with the notice of AGM has been dispatched to all the eligible shareholders on 05[th ] July, 2024 through e-mail only. A copy of the same is also available on the website of the Company viz., https://www.shanthigears.com/.

Please find enclosed the Notice of 51[st] Annual General Meeting.

The above is also uploaded on the website of the Company.

Kindly take the same on your records.

Thanking You,

Yours faithfully,

For Shanthi Gears Limited

JOSEPH DEVA Digitally signed by SAGAYAM JOSEPH DEVA SAGAYAM PITCHAI PILLAI PITCHAI PILLAI WALTER VASANTH WALTER Date: 2024.07.05 VASANTH 15:55:07 +05'30' Walter Vasanth P J Company Secretary & Compliance Officer

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SHANTHI GEARS LIMITED

Registered Office: 304-A, Trichy Road, Singanallur, Coimbatore-641 005, Tamil Nadu Tel: 91-422-4545745 ; Fax: 91-422-4545700 Website: www.shanthigears.com ; e-mail: [email protected] CIN:L29130TZ1972PLC000649

NOTICE OF THE 51[ST ] ANNUAL GENERAL MEETING

Notice is hereby given that the 51[st] Annual General Meeting of the Members of Shanthi Gears Limited will be held on Monday, the 29[th] day of July, 2024 at 4.30 p.m. through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) to transact the following business (hereinafter referred to as “e-AGM”):

Ordinary Business

1. Adoption of Financial Statements

To consider and if deemed fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT the Audited Financial Statements of the Company for the financial year ended 31[st] March, 2024, the Report of the Board of Directors and the Auditor’s Report thereon, be and are hereby received and adopted.

2. Declaration of Dividend

To consider and if deemed fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT a final dividend of Rs.2/- per share (@ 200%) has been recommended by the Board for the financial year 2023-24 and together with the Interim Dividend of Rs.3/- per equity share (@ 300%), already declared and paid, in respect of the financial year 2023-24, Rs.5/- per share (@ 500%) will be considered as the total Dividend for the said financial year 2023-24.

RESOLVED FURTHER THAT in respect of shares held in electronic form, the dividend be paid to the beneficial holders of the dematerialised shares as per details furnished by the depositories for this purpose.

3. Re-appointment of Mr. M A M Arunachalam as Director who retires by rotation

To consider and if deemed fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. M A M Arunachalam (DIN-00202958), Director, who retires by rotation at the 51[st] Annual General Meeting, be and is hereby re-appointed as Director of the Company liable to retire by rotation.

Special Business

4. Appointment of Mr. A Venkataramani as an Independent Director of the Company

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

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Rules framed thereunder, and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“the LODR Regulations”) [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force], and Articles of Association of the Company, approval and recommendation of the Nomination and Remuneration Committee and that of the Board, Mr. A Venkataramani (DIN-00277816), who was appointed as an Additional Director in the capacity of a “Non-Executive & Independent Director” with effect from 09[th] May, 2024, who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the LODR Regulations and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act, be and is hereby appointed as an Independent Director of the Company for a period of 5 (five) years till 08[th] May, 2029, and that he shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to any committee of directors with power to further delegate to any other Officer(s)/Authorized Representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.

5. Ratification of Remuneration to Cost Auditor

To consider and if deemed fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration payable to Mr. B Venkateswar, Cost Accountant having Membership No. 27622 and holding Registration No.100753 appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year 2024-25, amounting to Rs.70,000/(Rupees Seventy Thousand Only) plus applicable taxes, as may be applicable, be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this Resolution.

By Order of the Board

Coimbatore 09 May 2024

Walter Vasanth P J Company Secretary

Notes

a. Convening of Annual General Meeting through Video Conferencing/other Audio Visual Means facility:

In view of the COVID-19 pandemic, pursuant to General Circular Nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021 and 20/2021 dated 08[th] April 2020, 13[th] April 2020, 15[th] June 2020, 28[th] September 2020, 31[st] December 2020, 23[rd] June 2021 and 08[th] December 2021 respectively, and also, the General Circular No.02/2021 dated 13[th] January 2021, 10/2022 dated December 28, 2022 and General Circular No. 09/2023 dated September 25, 2023 issued in continuation thereof by the Ministry of Corporate Affairs (hereinafter collectively referred as “MCA Circulars”) and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12[th] May, 2020 and also Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15[th] January, 2021, in continuation thereof issued by the Securities and Exchange Board of India (“SEBI Circular”) and in compliance with the provisions of the Companies Act, 2013 (“Act’’) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Annual General Meeting (“e-AGM” or “AGM” or “Meeting”) of the Company convened is being conducted through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) facility, which does not require physical presence of the Members of the Company (“Members”) at a common venue. Hence, the Members are requested to attend and participate at the ensuing e-AGM through VC/OAVM facility being provided by the Company through National Securities Depository Limited (“NSDL”).

The deemed venue for the e-AGM shall be the registered office of the Company.

b. Quorum:

The attendance of the Members attending the e-AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.

The Members can join the e-AGM in the VC/OAVM mode 15 (fifteen) minutes before the scheduled time of the commencement of the e-AGM. The Company may close the window for joining the VC/OAVM facility 15 (fifteen) minutes after the scheduled time to start the e-AGM. The facility of participation at the e-AGM through VC/OAVM will be made available for 1,000 (one thousand) Members on first-come-first-served basis. This will not include large shareholders (shareholders holding 2% (two per cent) or more shareholding), promoters, institutional investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee and Auditors of the Company, who are allowed to attend the e-AGM without restriction on account of first-come-first served basis.

c. Proxy(ies):

Pursuant to the provisions of the Act, a Member entitled to attend and vote at an AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member. Since this e-AGM is being held pursuant to the MCA Circulars through VC/OAVM facility, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the e-AGM and hence the proxy form and attendance slip are not annexed to this Notice.

d. Explanatory Statement:

An explanatory statement as per Section 102 of the Act in respect of the business under Item No. 3 to 5 of this Notice, proposed to be transacted at the e-AGM, is annexed to this Notice.

e. Corporate Representations:

Pursuant to the provisions of Section 113 of the Act, body corporate Members who intend their authorised representative(s) to attend the e-AGM are requested to send, to the Company, a certified copy of the resolution of its board of directors or other governing body, authorizing such representative(s) along with the respective specimen signature(s) of those representative(s) authorised to attend the e-AGM through VC/OAVM facility and participate thereat and cast their votes through e-voting. The said resolution/authorization shall be sent to the scrutinizer by e-mail through its registered email address to [email protected] with a copy marked to [email protected].

f. Queries:

Members who would like to express their views/have questions may send their questions in advance mentioning their name, demat account number/folio number, email id, mobile number at waltervasanthpj@shanthigears. murugappa.com. Questions/queries received by the Company till 05.00 p.m. (IST) on Friday 26[th] July, 2024 shall only be considered and responded during the e-AGM.

Members who would like to express their views or ask questions during the AGM may register themselves as a Speaker by sending an email to [email protected] company time before 05.00 p.m. (IST) on Friday 26[th] July, 2024, mentioning their name, demat account number/folio number, email id and mobile number. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

The Company reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth conduct of the AGM, depending on availability of time.

The queries may be raised precisely and in brief to enable the Company to answer the same suitably depending on the availability of time at the AGM.

g. Dispatch of Notice through electronic means and inspection of documents:

In terms of Sections 101 and 136 of the Act, read with the rules made thereunder, the listed companies may send the Notice of AGM by electronic mode. Pursuant to the said provisions of the Act read with MCA Circulars, SEBI Circular, electronic copy of the Notice of the e-AGM of the Company is being sent to all the Members whose e-mail address are registered with the Company/RTA (defined below)/depository participant(s).

The Members may also note that the Notice of the e-AGM will also be available on the Company’s website www.shanthigears.com and on the website of Stock Exchanges (where the shares of the Company are listed i.e. BSE Limited www.bseindia.com and National Stock Exchange of India Limited www.nseindia.com and also on the website of NSDL www.evoting.nsdl.com for download. Members may note that relevant documents referred in the Notice shall be made available at the registered office of the Company during business hours (09.30 a.m. to 05.30 p.m.) on all working days up to the date of the AGM, in accordance with applicable statutory requirement based on request received by the Company for inspection at [email protected]. The relevant document(s)/registers for inspection during the AGM will be made available electronically.

For Members who have not received the Notice due to change/non-registration of their e-mail address with the Company/RTA (defined below)/depository participants, they may request, for the Notice, by sending an email at [email protected]. Post receipt of such request and verification of records of the Members, the Members would be provided soft copy of the Notice and the Annual Report. It is clarified that for registration of email address, the shareholders are however requested to follow due procedure for registering their email address with the Company/RTA (defined below) in respect of physical holdings and with the depository participants in respect of electronic holdings. Those Members who have already registered their email addresses are requested to keep their email addresses validated with their depository participants/RTA(defined below)/Company to enable servicing of notices/documents/annual reports electronically to their email address.

The Members who have not received any communication regarding this e-AGM for any reason whatsoever, and are eligible for vote are also entitled to vote and may obtain the User ID and password or instructions for remote e-voting by contacting NSDL between 09:00 a.m. IST to 05:00 p.m. IST on all working days, except Saturday and Sunday at [email protected].

Any person becoming a Member after the dispatch of Notice of the AGM and holding shares as on the cut-off date i.e. Monday 22[nd] July, 2024 may obtain the User ID and password by referring to the e-voting instructions attached to this Notice and also available on the Company’s website www.shanthigears.com and the website of NSDL viz., www.evoting.nsdl.com. Alternatively, Member may send request providing the email address, DP ID/Client ID, mobile number, number of shares held and self-attested PAN copy via email to [email protected] for obtaining the Notice of AGM.

h. Scrutinizer:

The Board of Directors, at its meeting held on 09[th] May, 2024, has appointed Mr. R Sridharan (FCS No. 4775) of M/s R Sridharan & Associates, Practising Company Secretaries (C.P. No. 3239), as the “Scrutinizer” to scrutinize the remote e-voting and e-voting at the AGM in a fair and transparent manner.

The Scrutinizer will submit his report to the Chairman of the Company or a person authorized by him in writing, after completion of the scrutiny of the remote e-voting and e-voting at the e-AGM. The results will be announced by the Chairman of the Company or any director/company secretary of the Company as may be authorised by the Chairman of the Company within two working days from the conclusion of the AGM and will be posted on the Company’s website viz. www.shanthigears.com and will also be posted on the website of National Securities Depository Limited (“NSDL”) at www.evoting.nsdl.com. The results shall also be intimated to the Stock Exchanges where the securities of the Company are listed.

i. Electronic voting:

In compliance with provisions of Sections 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Regulation 44 of the Listing Regulations and Secretarial Standard – 2, the Company is providing remote e-voting facility to enable Members to cast their votes electronically on the matters included in this Notice. For this purpose, the Company has engaged the services of NSDL to provide e-voting facility to enable the Members to cast their votes electronically. The facility of casting votes by a Member using remote e-voting system as well as e-voting at the e-AGM will be provided by NSDL. Members are requested to follow the procedure as stated in the instructions of this Notice for casting of votes electronically.

The cut-off date for determining the Members eligible to vote on resolutions proposed to be considered at the meeting is Monday, 22[nd] July, 2024. The remote e-voting period will commence on Friday 26[th] July, 2024 (9:00 a.m. IST) and ends on Sunday, 28[th] July, 2024 (5:00 p.m. IST). The remote e-voting will not be allowed beyond the aforesaid date and time. The remote e-voting module shall be disabled thereafter.

The resolutions will be deemed to have been passed on the date of the meeting, if approved by the requisite

majority.

Only those Members whose names are appearing on the ‘Register of Members’/’List of Beneficial Owners’ of the Company as on the cut-off date, shall be entitled to cast their vote through remote e-voting or voting through VC/OAVM at the e-AGM, as the case may be. A person who is not a Member on the cut-off date should treat this Notice for information purpose only.

The Members who have cast their vote by remote e-voting prior to the AGM may also attend and participate in the proceedings of the AGM through VC/OAVM but shall not be entitled to cast their votes again. The Members can opt for only one mode of voting i.e. remote e-voting or e-voting at the AGM. In case of voting by both the modes, vote cast through remote e-voting will be considered final and e-voting at AGM will not be considered. Members must note that voting by show of hands will not be available at the Meeting in terms of the aforesaid provisions.

j. Voting Rights:

Voting rights shall be reckoned in proportion to the paid-up equity shares registered in the name of the Member as on the cut-off date being Monday, 22[nd] July, 2024.

1. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the Directors are interested under Section 189 of the Act and all other documents referred in the Notice will be available for inspection in electronic mode. Members can send an email for the purpose to [email protected].

2. Unclaimed/Unpaid Dividend:

Pursuant to the provisions of Section 124 of the Act, the amounts of dividends declared and remaining unpaid/unclaimed pertaining to the financial year 2016-17, will be transferred to the Investors Education and Protection Fund Authority (IEPF Authority) by 31[st] August 2024. Details of unpaid/unclaimed dividends lying with the Company as on 31[st] March, 2024 are available on the website of the Company at www.shanthigears. com and the Ministry of Corporate Affairs at www.iepf.gov.in.

3. Compulsory transfer of Equity Shares to IEPF Authority:

As per Section 124(5) of the Act, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2017 (IEPF Rules) and amendments made thereto, all shares in respect of which dividends remain unpaid or unclaimed for a consecutive period of seven years or more are required to be transferred to the demat account of IEPF Authority. Pursuant thereto, the Company has transferred the underlying shares in respect of which dividends remained unclaimed for a consecutive period of seven years.

The Members/claimants whose shares, have been transferred to IEPF may approach the Company for issue of Entitlement Letter. Upon receipt of Entitlement Letter, Members/claimants shall have to file an application with IEPF Authority in webform IEPF-5 (available on www.iepf.gov.in). The Member/claimant can file only one consolidated claim in a Financial Year as per the IEPF Rules.

4. Final Dividend

The final dividend of Rs. 2/- per share (representing 200 % on face value of Re.1/- per share), as recommended by the Board of Directors of the Company, if declared at the AGM, will be paid on or before 26[th] August, 2024, but within 30 days from the declaration of dividend at the AGM, as provided in the Act, to those Members whose names appear on the Register of Members of the Company or in the books of National Securities Depository Limited/Central Depository Services (India) Limited as beneficiaries in respect of dematerialised shares, on 19[th] July, 2024 being the Cut-off Date fixed for this purpose.

5. Tax Deducted at Source (TDS) on Dividend

i. Shareholders may note that in terms of the Income Tax Act, 1961, as amended by the Finance Act, 2020, dividend income will be taxable in the hands of Shareholders w.e.f. April 1, 2020, and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates, as provided in the Finance Act, 2020 and amendments thereof. Shareholders are requested to update their valid PAN, i.e., PAN linked with Aadhaar with Link Intime India Private Limited (in case of shares held in physical mode) and with their respective depository participants (in case of shares held in demat mode).
ii. Resident shareholders may also submit any other document as prescribed under the IT Act to claim a lower/nil withholding of tax. PAN is mandatory for members providing Form 15G/15H, to avail the benefit of non-deduction of tax at source. The resident shareholders may write to waltervasanthpj@shanthigears. murugappa.com on or before 05[th] August, 2024. Shareholders are requested to note that in case their PAN is not registered/valid, the tax will be deducted at a higher rate of 20%.
iii. Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to uploading the mandatory documents, i.e., No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, and any other document which may be required to avail the tax treaty benefits, The Non - resident shareholders may write to waltervasanthpj@ shanthigears.murugappa.com on or before 05[th] August, 2024.
iv. Dividend will be paid subject to deduction of Income Tax at Source (TDS) at applicable rates. In respect of resident individuals, if the dividend payment is in excess of Rs. 5,000/- (collectively for all folios with the same PAN) for the entire financial year, the TDS will be at the rate of 10%. For all other categories of shareholders, please refer to the TDS rates provided in the Income Tax Act/Rules.
v. Shareholders who have not furnished return with Income Tax Authority for the immediately preceding previous year for which the due date of filing has expired, and aggregate of TDS is Rs.50,000/- or more in such preceding previous year, the TDS will be deducted at twice the applicable rate for such shareholder considering its residential status.
vi. The documents submitted in this regard, are subject to verification by the Company and in case of ambiguity, the Company reserves its right to deduct the TDS as per the provisions of the Income Tax Act, 1961.

6. Members holding shares in electronic form may note that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. The Company or its Registrars and Share Transfer Agent, Link Intime India Private Limited cannot act on any request received directly from the members holding shares in electronic form for any change of bank particulars or bank mandates. Members holding shares in electronic form are, therefore, advised to intimate any change in their address or bank mandates to their respective Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank mandates to Link Intime India Private Limited, Registrars and Share Transfer Agent.

7. Mandatory furnishing of PAN, bank account details, KYC details and nomination by shareholders holding shares in physical mode

a. Members holding shares in physical mode are requested to note that SEBI vide its circular SEBI/HO/ MIRSDMIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021, has made it mandatory for holders of physical securities to furnish PAN, bank account details, email address, mobile number, postal address (KYC details), and to register their nomination or opt-out of nomination. SEBI has notified forms for the purpose, as detailed below:

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Form Description
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Form	Description

Form ISR-1	Request for registering PAN, bank ac- count details, KYC details or changes/up-dation thereof
Form ISR-2	Confrmation of Signature of securitiesholder by the Banker
Form SH-13	Nomination form
Form ISR-3	Declaration for Nomination opt-out
Form SH-14	Change in Nomination

Members holding shares in physical mode are requested to send the duly filled forms i.e., Form ISR-1, Form ISR-2, Form SH-13 or Form ISR-3 and along with requisite documents as mentioned in the respective forms to the address of Link Intime India Private Limited (RTA), Registrars and Share Transfer Agent.

b. Compulsory linking of PAN and Aadhaar

The Central Board of Direct Taxes (CBDT) mandated linking PAN with Aadhaar number on or before June 30, 2023. PAN linked with Aadhaar numbers shall only be considered as valid PAN. All shareholders holding shares in physical form are requested to submit valid PAN to RTA and RTA shall accept valid PAN only.

c. Freezing of Folios
i. Folios in which PAN is/are not valid, i.e., PAN not linked to Aadhar as on March 31, 2023 or any other date as may be specified by Central Board of Direct Taxes, shall be frozen thereafter.
ii. Such Folios wherein any one of the referred documents mentioned in (a) above/details are not available on or after April 01, 2023, shall be frozen and shareholders shall be eligible for receipt of dividend through electronic mode only after submission of the complete documents/details as referred in (a) above.
iii. After December 31, 2025, the frozen folios shall be referred by RTA/Company to the Administering Authority under the Benami Transactions (Prohibitions) Act, 1988 and/or Prevention of Money Laundering Act, 2002.

Shareholders are also requested to ensure that their PAN is linked to Aadhar by June 30, 2023, or any other date as may be specified by the CBDT and also update the bank account details, KYC details, i.e., email address, mobile number, postal address, etc. as referred to in (a) above to avoid freezing of their folio.

8. Issuance of securities only in demat mode

As per the Regulation 39 and 40 of the Listing Regulations, the Company shall issue securities in dematerialized form only while processing any requests from shareholders holding shares in physical mode in respect of i. Issue of duplicate securities certificate; ii. Claim from Unclaimed Suspense Account; iii. Renewal/Exchange of securities certificate; iv. Endorsement; v. Sub-division/Splitting of securities certificate; vi. Consolidation of securities certificates/folios; vii. Transmission and viii. Transposition (“service requests”).

The shareholders shall submit duly filled up Form ISR-4 along with requisite documents to RTA.

The RTA/Company shall verify and process the service requests and thereafter issue a “Letter of Confirmation” to the shareholders in lieu of the physical share certificates. The “Letter of Confirmation” shall be valid for 120 days from the date of its issuance within which shareholders shall make a request to the Depository Participant for dematerializing the said shares. In case the shareholder fails to submit the demat request within the aforesaid period, RTA/Company shall credit the securities to Suspense Escrow Demat Account of the Company.

9. Mandatory furnishing of Valid PAN, KYC details and Nomination etc. by shareholders

Shares held in demat form

SEBI has mandated updation of valid PAN, i.e., linking of PAN with Aadhaar, Nomination or opt out of nomination and updation of KYC details, i.e., Name, Address, Valid PAN, Valid mobile number, Valid email-id and Income Range in the demat account of shareholders holding shares in demat mode.

The demat accounts wherein the above details have not updated for all the 6 KYC attributes, such demat accounts would have been frozen for debits. Shareholders holding shares in demat mode are requested to approach their Depository participants and update the details at the earliest.

Shares held in physical form

SEBI vide its Circular dated March 16, 2023 mandated furnishing of PAN, KYC details (i.e. postal address with pin code, email address, mobile number, bank account details) and Nomination details by holders of physical securities. It may be noted that any service request or complaint can be processed only after the folio is KYC compliant. In terms of the above Circular, folios of physical shareholders wherein any one of the above said details such as PAN, email address, mobile number, bank account details and nomination are not available, are required to be frozen with effect from October 1, 2023 and such physical shareholders will not be eligible to lodge grievance or avail service request from the RTA of the Company and will not be eligible for receipt of dividend in physical mode. Further, Shareholders holding shares in physical form are requested to ensure that their PAN is linked to Aadhaar to avoid freezing of folios. Such frozen folios shall be referred by RTA/Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and or Prevention of Money Laundering Act, 2002, after 31[st] December, 2025.

Annexure to the Notice

Details of the Director seeking re-appointment at the 51[st] Annual General Meeting vide item no. 3 of the notice dated 09[th] May, 2024

[Pursuant to Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standards on General Meetings]

Mr. M A M Arunachalam (DIN-00202958)

Mr. M A M Arunachalam, is currently the Non-Independent Non-Executive Chairman of the Company. Mr. M A M Arunachalam is liable to retire by rotation at this AGM pursuant to Section 152(6) of the Companies Act, 2013 and being eligible has offered himself for re-appointment.

The profile of Mr. M A M Arunachalam, in brief and other details required to be provided pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided below for the consideration of the Members. The Company has received the requisite consent and disclosure forms from him.

Mr. M A M Arunachalam has done his Bachelors in Commerce and Masters in Business Administration from University of Chicago. He is an Industrialist and has an experience of 36 years in the field of varied industrial activities. He is the Chairman of Tube Investments of India Limited and also on the Board of Ambadi Investments Limited, CG Power & Industrial Solutions Limited, Cholamandalam Investment and Finance Company Limited etc., and also holding directorship in the companies detailed below

Details of other Directorships and Committee memberships held by Mr. M A M Arunachalam excluding foreign companies are as follows:

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Director Committee Membership
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Director

Committee Membership

Tube Investments of India Limited
Ambadi Investments Limited
CG Power & Industrial Solutions Limited
Cholamandalam Investment and Finance Company
Limited
Cholamandalam Home Finance Limited
A R Lakshmi Achi Trust (Sec. 8 Company)
New Ambadi Estates Private Limited
TI Clean Mobility Private Limited
Jeyam Automotives Private Limited
Creative Cycles (Private) Limited
Great Cycles (Private) Limited
Mavco Investments Private Limited
TI Medical Private Limited

Audit Committee
Member
Tube Investments of India Limited
Cholamandalam Investment and Finance Company Limited
Stakeholders Relationship Committee
Chairman
Cholamandalam Investment and Finance Company Limited
Member
Tube Investments of India Limited
CG Power & Industrial Solutions Limited
Corporate Social Responsibility Committee
Chairman
CG Power & Industrial Solutions Limited
Member
Tube Investments of India Limited
Cholamandalam Investment and Finance Company Limited
Risk Management Committee
Member
Tube Investments of India Limited
Cholamandalam Investment and Finance Company Limited
CG Power & Industrial Solutions Limited
Loans Committee
Chairman
Tube Investments of India Limited
Shares and Debentures Committee
Chairman
Tube Investments of India Limited
Business Committee
Member
Cholamandalam Investment and Finance CompanyLimited

Mr. M A M Arunachalam does not hold any equity shares of the Company. He has attended five board meetings of the Company held on FY 2023-24.

Except Mr. M A M Arunachalam, being the appointee, none of the Directors and Key Managerial Personnel, and their relatives, is concerned or interested, financially or otherwise, in the Resolution relating to his appointment as a Director.

Statement in respect of the Special Business under item nos. 4 & 5 (pursuant to Section 102 of the Companies Act, 2013) of the Notice dated 09[th] May, 2024

[Pursuant to Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standards on General Meetings (Item 4)]

Item No.4

Pursuant to Section 161 of the Companies Act, 2013, the Board, 09[th] May, 2024, appointed Mr. A Venkataramani as an Additional Director in the capacity of “Non-Executive & Independent Director”of the Company for a term of 5 (Five) years with effect from 09[th] May, 2024 to 08[th] May, 2029 (both days inclusive) subject to the approval of the shareholders through a special resolution.

The Company has received declarations from Mr. A Venkataramani confirming that he meets the criteria of independence as prescribed under Section 164, 149(6) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI Listing Regulations”).

The Company has received a notice in writing from a Member under Section 160 of the Act proposing the candidature of Mr. A Venkataramani for the office of Director of the Company.

The Nomination and Remuneration Committee (NRC) had previously finalized the desired attributes for the selection of the independent director(s). Based on those attributes, the NRC recommended the candidature of Mr. A Venkataramani. In the opinion of the Board, Mr. A Venkataramani fulfils the conditions for independence specified in the Act, the Rules made thereunder, the LODR Regulations and such other laws/regulations for the time being in force, to the extent applicable to the Company. The Board noted that Mr. A Venkataramani’s skills, background and experience are aligned to the role and capabilities identified by the NRC and that he is eligible for appointment as an Independent Director.

The resolution seeks the approval of members as a special resolution for the appointment of Mr. A Venkataramani as an Independent Director of the Company for a term of 5 (five) years effective 09[th] May, 2024 to 08[th] May, 2029 (both days inclusive) pursuant to Sections 149 read with Schedule IV to the Act, 152, Regulation 25 of the LODR Regulations and other applicable provisions of the Act and the Rules made thereunder including any statutory modification(s) or re-enactment(s) thereof) and he shall not be liable to retire by rotation.

The profile of Mr. A Venkataramani, in brief and other details required to be provided pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided below for the consideration of the Members:

Mr. A Venkataramani is currently the Managing Director of IP Rings, a leading light engineering company involved in the manufacture of Steel Piston Rings and near net shaped cold forged components.

He serves on the Board of the 2.4 Billion USD Amalgamations Group who are involved in the manufacture of Tractors, Diesel Engines and Auto Components. He leads the groups investments in auto component manufacturing and distribution and serves on the Boards of companies such as Amalgamations Repco, George Oakes and India Pistons while providing strategic direction to the groups new mobility initiatives.

A Mechanical Engineer from the UK and an MBA from the University of Chicago, his achievements include negotiating Joint Venture agreements and setting up greenfield projects.

He is an Independent Director on the Board of Edutech NTTF, Parry Enterprises and Avalon Technologies, has also served as President of the Madras Management Association (MMA), The Madras Chamber of Commerce and Industry (MCCI) and Auto Component Manufacturers Association (ACMA).

Details of other Directorships and Committee memberships held by Mr. A Venkataramani excluding foreign companies are as follows:

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Director Committee Membership
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Director

Committee Membership

IP Rings Limited
IPR Eminox Technologies Private Limited
George Oakes Limited
India Pistons Limited
Amalgamations Repco Limited
Parry Enterprises India Limited
Edutech NTTF India Private Limited
Amalgamations Private Limited
Avalon Technologies Limited
Wallace Cartwright & Company Limited
WJ Groom & Company Limited

Audit Committee
Member
George Oakes Limited
Amalgamations Repco Limited
Parry Enterprises India Limited
Avalon Technologies Limited
Nomination & Remuneration Committee
Chairman
George Oakes Limited
Member
Amalgamations Repco Limited
Parry Enterprises India Limited
Stakeholder Relationship Committee
Member
IP Rings Limited
Corporate Social Responsibility Committee
Member
IP Rings Limited
Share Transfer Committee
Member
IP Rings Limited

Except Mr. A Venkataramani, being the appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise in the aforesaid Special Resolution.

Item No.5

The Board of Directors of the Company on the recommendation of Audit Committee, approved the appointment and remuneration of Mr. B Venkateswar, Cost Accountant, to conduct the audit of cost records of the Company for the financial year 2024-25.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rules 14 (a) (ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is to be ratified by the Members of the Company. Accordingly, the Members are requested to ratify the remuneration payable to the Cost Auditor during the financial year 2024-25 as set out in the resolution for the aforesaid service to be rendered by him. The Board recommends the Resolution for approval by the Shareholders of the Company.

None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise in the aforesaid Ordinary Resolution.

By Order of the Board Coimbatore Walter Vasanth P J 09 May 2024 Company Secretary

The detailed instructions for members for remote e-voting and joining general meeting are as under:

The remote e-voting period begins on Friday, 26[th] July, 2024 at 09.00 A.M. (IST) and ends on Sunday, 28[th ] July, 2024 at 05.00 P.M.(IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members/Beneficial Owners as on the record date (cut-off date) i.e. Monday 22[nd] July, 2024, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Monday 22[nd] July, 2024.

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 and joining virtual meeting 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:

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Type of shareholders Login Method
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Type of shareholders

Login Method

Individual
Shareholders
holding securities in
demat mode with
NSDL.

1. Existing
IDeAS
user
can
visit
the
e-Services
website
of
NSDL
Viz.
https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the
e-Services home page click on the “Benefcial Owner” icon under “Login” which is
available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and
Password. After successful authentication, you will be able to see 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 or joining virtual meeting &
voting during the meeting.
2. 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
athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. 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 Verifcation 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 or joining virtual meeting & voting during the meeting.

Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing Shareholders user id and password. Option will be made available to reach e-Voting page without holding securities any further authentication. The users to login Easi /Easiest are requested to visit CDSL in demat mode website www.cdslindia.com and click on login icon & New System Myeasi Tab and with CDSL then user your existing my easi username & password.
After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.
If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on 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 able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

	Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome 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 able to see the e-Voting option where the evoting is in progress and also able to directlyaccess the system of all e-VotingService Providers.
Individual	You can also login using the login credentials of your demat account through your
Shareholders	Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in,
(holding securities	you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to
in demat mode)	NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting
login through their depository participants	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 above mentioned website.

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

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Login type Helpdesk details
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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 [email protected] call at 022 - 4886 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 athelpdesk.evoting@ cdslindia.comor contact at toll free no. 1800 22 55 33

B) Login Method for e-Voting and joining virtual meeting 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:

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Manner of holding shares i.e. Demat (NSDL or
Your User ID is:
CDSL) or Physical
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Manner of holding shares i.e. Demat (NSDL or 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 is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary 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 use your existing password to login and cast your vote.
b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need 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 and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting 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 and General Meeting is in active status.
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
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 “e-Voting” 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 or send a request to Ms. Pallavi Mhatre, Manager, NSDL, 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 shareholders 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 and joining virtual meeting 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.

Instructions for members for e-voting on the day of the AGM are as under:

The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
Only those Members/shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

Instructions for members for attending the AGM through VC/OAVM are as Under:

Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the Notice to avoid last minute rush.
Members are encouraged to join the Meeting through laptops for better experience.
Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at waltervasanthpj@shanthigears. murugappa.com on or before 05.00 P.M. on Friday 26[th] July, 2024. The same will be replied by the Company suitably.

Coimbatore 09 May 2024

By Order of the Board Walter Vasanth P J Company Secretary

AI assistant

Shanthi Gears Ltd. — AGM Information 2024

61859_rns_2024-07-05_9bb37bd6-9143-4219-8483-fecfff89b972.pdf

Sub: Notice of 51[st] Annual General Meeting scheduled to be held on 29[th] July, 2024

For Shanthi Gears Limited

SHANTHI GEARS LIMITED

NOTICE OF THE 51[ST ] ANNUAL GENERAL MEETING

Ordinary Business

1. Adoption of Financial Statements

2. Declaration of Dividend

3. Re-appointment of Mr. M A M Arunachalam as Director who retires by rotation

Special Business

4. Appointment of Mr. A Venkataramani as an Independent Director of the Company

5. Ratification of Remuneration to Cost Auditor

Notes

a. Convening of Annual General Meeting through Video Conferencing/other Audio Visual Means facility:

b. Quorum:

c. Proxy(ies):

d. Explanatory Statement:

e. Corporate Representations:

f. Queries:

g. Dispatch of Notice through electronic means and inspection of documents:

h. Scrutinizer:

i. Electronic voting:

j. Voting Rights:

2. Unclaimed/Unpaid Dividend:

3. Compulsory transfer of Equity Shares to IEPF Authority:

4. Final Dividend

5. Tax Deducted at Source (TDS) on Dividend

8. Issuance of securities only in demat mode

9. Mandatory furnishing of Valid PAN, KYC details and Nomination etc. by shareholders

Shares held in demat form

Shares held in physical form

Annexure to the Notice

Details of the Director seeking re-appointment at the 51[st] Annual General Meeting vide item no. 3 of the notice dated 09[th] May, 2024

Mr. M A M Arunachalam (DIN-00202958)

Statement in respect of the Special Business under item nos. 4 & 5 (pursuant to Section 102 of the Companies Act, 2013) of the Notice dated 09[th] May, 2024

Item No.4

Item No.5

The detailed instructions for members for remote e-voting and joining general meeting are as under:

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

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

B) Login Method for e-Voting and joining virtual meeting 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 and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

General Guidelines for shareholders

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:

Instructions for members for e-voting on the day of the AGM are as under:

Instructions for members for attending the AGM through VC/OAVM are as Under:

More from Shanthi Gears Ltd.

Shanthi Gears Ltd. AGM Information 2024