Sharda Motor Industries Ltd — Proxy Solicitation & Information Statement 2019

Apr 18, 2019

==> picture [45 x 7] intentionally omitted <==

==> picture [108 x 57] intentionally omitted <==

Sharda Motor Industries Ltd.

SMIL: LISTING: 19-20/1804-01

BSE Limited

Department of Corporate Services Pheroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001 - (SCRIP CODE 535602)

18th April, 2019

National Stock Exchange of India Limited

Exchange Plaza, 5th Floor Plot No. C/1, G Block Bandra - Kurla Complex, Mumbai - 400 051 - - (Symbol SHARDAMOTR) (Series EQ)

Subject: - SUBMISSION OF COPIES OF NEWSPAPER ADVERTISEMENT FOR NOTICE OF POSTAL BALLOT AND E-VOTING INFORMATION

Dear Sir/Madam,

With reference to the captioned subject, please find enclosed herewith copies of the newspaper advertisement dated the 18th April, 2019 [Financial Express (English Language).

This is for your information and records. Kindly acknowledge the same.

Thanking you, Yours faithfully,

For Sharda Motor Industries Limited

o�· Divyang Jain Asst. Company Secretary

Encl. as above

==> picture [80 x 83] intentionally omitted <==

Regd. Office : D-188, Okhla Industrial Area, Phase-I, New Delhi - 110 020 (INDIA) Tel.: 91-11-47334100, Fax: 91-11-26811676 E-mail: smil@shardamotor.com, Website: www.shardamotor.com CIN NO-L74899DL 1986PLC023202

==> picture [220 x 39] intentionally omitted <==

NOTICE OF POSTAL BALLOT AND E-VOTING INFORMATION Notice is hereby given that, pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with applicable rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendment(s), statutory modification(s) or re-enactment thereof, for the time being in force), Sharda Motor Industries Limited ("the Company") seeks the consent of its Members for Special Business to be transacted through Postal Ballot, which includes Voting by electronic means for the following item:

1. Approval for the continuation of payment of remuneration to Shri Ajay Relan, Managing Director, who is also promoter of the Company in excess of threshold limits as per SEBI (LODR)(Amendment) Regulations, 2018.

2. Approval for the continuation of payment of remuneration to Smt Sharda Relan, Co-Chairperson and Whole Time Director, who is also promoter of the Company in excess of threshold limits as per SEBI (LODR) (Amendment) Regulations, 2018.

• The Postal Ballot Notice along with Postal Ballot Form (physical as well as electronic) in this regard, have been sent to all the Members whose names appear on Register of Members/ Beneficial Owners as on Friday, 12• April, 2019 ("cut-off date") and a person, who is not a member as on cut-off date, should treat this notice for information purpose only. The Company as on 15• April, 2019 has:

• a) Completed the Dispatch of Postal Ballot Notice along with the Explanatory Statement, the Postal Ballot form and a self addressed postage prepaid business reply envelope to the members who do not have registered e-mail Ids; and

• b) Emailed the Notice of Postal Ballot along with Postal Ballot Form to the members who have registered e-mail ids with Depository Participants.

• The Members can opt for only one mode of voting, i.e., either by physical Postal Ballot or remote electronic voting (e-voting). In case Members cast their votes through both the modes, then voting done by Remote e voting shall prevail and the votes cast through physical Postal Ballot forms will be treated as invalid. The Member(s) who have not received Postal Ballot Forms may send an email to the Company at investorrelations@shardamotor.com to obtain a duplicate copy thereof or may download the same from the website of the Company under 'Investor Relations' Section. The Postal Ballot Notice & the Postal Ballot Form can also be downloaded from our website www.shardamotor.com or from CDS L's website www.cdslindia.com.

The Company has engaged the services of Central Depository Services (India) Limited (CDSL) for the purpose of providing remote e-voting facility to all its members. Members holding shares of the Company as on cut-off date (i.e. Friday, 12• April, 2019) have option to exercise their vote either electronically (i.e through remote e-voting) or by way of physical postal ballot.

Voting period shall commence from Saturday, 20• April, 2019 (09:00 A.M. 1ST) to Sunday, 19• May, 2019 (05:00 P.M. 1ST) after which the remote e­ voting facility shall not be allowed. In case of voting by postal ballot form, duly completed postal ballot form should reach the Scrutinizer not later than Sunday, 19'" May, 2019 by 05:00 P.M. (1ST). Postal Ballot Forms received after this date shall be treated as invalid.

Sh. Vineet K Chaudhary, Managing Partner or failing of him Sh. Mohit K Dixit, Partner of Mis. VKC & Associates, New Delhi has been appointed as scrutinizer for conducting the Postal BalloU e voting process in a fair and transparent manner.

The results of Postal Ballot including Remote e voting will be declared at the registered office of the Company within the stipulated time i.e. on or before Tuesday, 21• May, 2019 and shall also be displayed on the website of the Company i.e. www.shardamotor.com. In case of any queries / grievances, you may refer the FAQs for members and remote e-voting user manual for members available at www.evotingindia.com under help section. For any further grievances related to e-voting members may write voting members may write to Mr. Rakesh Dalvi, Manager,(CDSL) Central Depository Services (India) Limited, A Wing, 25'" Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call 1800225533. Members may also write to the Company at the aforementioned address or email at investorrelations@shardamotor.com. For Sharda Motor Industries Limited Sd/Date: 17� April, 2019 Nitin Vishnoi Place: New Delhi Company Secretary

THURSDAY, APRIL 18, 2019

Fl NANCIAL EXPRESS