Sharda Motor Industries Ltd — Proxy Solicitation & Information Statement 2019

Feb 21, 2019

Sharda Motor Industries Ltd.

SMIL: BSE/NSE: 18-19/2102

21st February, 2019

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

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

Sub: Intimation of Notice of Postal Ballot under Regulation 30 read with Schedule Ill of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Dear Sir/Madam,

With reference to the captioned subject and in furtherance to our Letter No. SMIL: BSE/NSE:18-19/1302 dated 13th February, 2019, informing about the approval of Board of Directors for the continuation of Sh. Satinder Kumar Lambah (DIN: 07425155), as Non Executive independent Director, in this regard we WQlilrl likP tn inform yniI th;it thP. r.nmr;iny h;is r.nmrlP.tP.d thP. disr;itc:h of Post;il R;illnt Notir.P ;ind Pnc;t;il R;illot Form (rhysic:nl as well as electronic copy) lo all the members whose names appear in the Re�istP.r of Members / Beneficial owners received from the Registrar and Share Transfer Agent as on 15th February, 2019 (Cut-off date). The copy of Notice of Postal Ballot and Postal Ballot form is enclosed.

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 and the voting through Postal Ballot and through e-voting period will commence from Saturday, 23rd February, 2019 at 9:00 A.M. (1ST) and shall end on Sunday, 24th March, 2019 at 5:00 P.M. (1ST). The results of the Postal Ballot will be announced within the stipulated time i.e. latest by Tuesday, 26th March, 2019 on or before 6:00 P.M. (1ST).

The Notice of Postal Ballot along with the explanatory statement, instructions for e-voting and Postal Ballot form are also available on the website of the Company i.e. "www.shardamotor .com".

This is for your information and record.

Encl. as above

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@strardamotor.com, Websit e: www.shardamotor.com CIN NO-L74899DL 1986PLC023202

SHARDA MOTOR INDUSTRIES LIMITED

(CIN: L74899DL1986PLC023202) Registered Office: D-188, Okhla Industrial Area, Phase I, New Delhi-110020 Tel.: +91 11 4733 4100 Fax: +91 11 2681 1676

Email: investorrelations@shardamotor.com Website: www.shardamotor.com

NOTICE OF POSTAL BALLOT AND E-VOTING

Pursuant to Section 110 of The Companies Act, 2013 read with Rule 22 of The Companies (Management & Administration) Rules, 2014

Dear Member(s),

Notice is hereby given that pursuant to Section 110 and 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 statutory modification(s) or reenactment(s) thereof for the time being in force and other applicable laws and regulations, if any, that the resolution appended below, being Special Business is proposed to be passed by the member(s) of Sharda Motor Industries Limited ('the Company'), by postal ballot which includes remote voting by electronic means ("E-voting"). The Explanatory statement pursuant to the provisions of Section 102 of the Act and the rules made thereunder, pertaining to the proposed resolution setting out the material facts concerning the resolution and the reasons thereof is annexed hereto along with the Postal Ballot Form (the 'Form') in the Postal Ballot Notice for your consideration.

The Board of Directors at its meeting held on 13th February, 2019 has appointed Sh. Vineet K Chaudhary (Company Secretary in whole time practice, bearing Membership No. F5327 & C. P. No.4548), Managing Partner or failing of him Sh. Mohit K Dixit (Company Secretary in whole time practice, bearing Membership No. ACS49021 & C.P. No. 17827), Partner of M/s. VKC & Associates, New Delhi, as the Scrutinizer for conducting the Postal Ballot/E-Voting process in a fair and transparent manner.

Members desiring to exercise their vote by Postal Ballot are requested to carefully read the instructions printed in the Postal Ballot form and return the same duly completed and signed, in the enclosed self-addressed Business Reply Envelope. The Postal Ballot Form(s) may also be deposited personally at the address given on the self-addressed Business Reply Envelope. Members desiring to opt for e-voting as per the facilities arranged by the Company are requested to read the instructions for e - voting.

The duly completed Postal Ballot Form(s) should reach the Scrutinizer not later than 05:00 P.M. (IST) of Sunday, 24th March, 2019 to be eligible for being considered, failing which it will be strictly considered that no reply has been received from the Member.

Consent of the Members is being sought on the following Resolution.

Special Business

Item No.1: Approval for Continuation of Directorship of Sh. Satinder Kumar Lambah (DIN: 07425155) as Non- Executive Independent Director from April 1, 2019 for the remaining period of present Tenure, i.e. till 4th February, 2021

To consider and if thought fit, to give assent/ dissent to the following resolution(s) as Special Resolution(s):

"RESOLVED THAT pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended on May 9, 2018 and the applicable provisions of the Companies Act, 2013, if any / Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the continuation of Sh. Satinder Kumar Lambah (DIN: 07425155), aged 77 years, as Non- Executive Independent Director of the Company from 1st April, 2019 for the remaining period of present Tenure, i.e. till 4th February, 2021 be and is hereby approved."

"RESOLVED FURTHER THAT Sh. Ajay Relan, Managing Director and / or Sh. Vivek Bhatia, Chief Financial Officer and / or Sh. Nitin Vishnoi, Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds and things, to enter into such agreement(s), deed(s) of amendment(s) or any such document(s), consider necessary, proper, expedient or incidental for the purpose of giving effect to this Resolution."

By order of the Board of Directors For Sharda Motor Industries Limited

Place : Delhi Nitin Vishnoi Date : 13.02.2019 Company Secretary

NOTES

• 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 read with its rules made thereunder, setting out the material facts concerning the resolutions and the reason thereof is annexed for your consideration.
• 1. Voting rights are reckoned on the basis of the shares registered in the name of members/beneficial owners as on "cut-off date" i.e. Friday, 15th February, 2019.
• 1. Sh. Vineet K Chaudhary, Managing Partner or failing of him Sh. Sh. Mohit K Dixit, Partner of M/s. VKC & Associates, Company Secretary in whole time practice has been appointed as Scrutinizer for conducting the postal ballot and remote e-voting process in a fair and transparent manner.
• 1. As per section 110 of the Act read with Rules 20 & 22 of the Companies (Management and Administration) Rules 2014, as amended from time to time, Notice of the Postal Ballot be served on the members through electronic means, or by registered post/speed post or through courier service. Accordingly, Members who have registered their e-mail IDs with depositories or with the Company are being sent this Notice of Postal Ballot by e-mail and the members who have not registered their e-mail IDs will receive Notice of Postal Ballot along with the Postal Ballot Form and self-addressed business reply envelope by permitted mode.
• 1. 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, voting done by Remote e-voting shall prevail and the votes cast through physical Postal Ballot forms will be treated as invalid.
• 1. The Postal Ballot Notice is being sent to all the members, whose names appear on the Register of Members/ list of Beneficial Owners, as received from National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) as on close of business hours on Friday, 15th February, 2019. A person, who is not a member as on cut-off date i.e. Friday, 15th February, 2019 should treat this notice for information purpose only. A member cannot exercise his/ her vote by proxy on Postal Ballot.
• 1. A Postal Ballot Form and a postage prepaid self-addressed business reply envelope are attached to this Notice. The selfaddressed envelope bears the address to which duly completed Postal Ballot Form is to be sent.
• 1. The Notice of Postal Ballot is also placed on the website of the Company, www.shardamotor.com and on the website of CDSL, www.evotingindia.com.
• 1. In compliance with the provisions of Section 108, 110 and other applicable provisions of the Companies Act, 2013 read

with the relevant rules and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has also extended e-voting facility as an alternate, for its members to enable them to cast their votes electronically instead of dispatching Postal Ballot Form. The instructions for e-voting are mentioned in the Postal Ballot Notice. The Company has engaged the services of CDSL for the purpose of providing e-voting facility to the members.

• 1. The e-voting period commences from Saturday, 23rd February, 2019 (09:00 A.M. IST) and ends on Sunday, 24th March, 2019 (05:00 P.M. IST). During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Friday, 15th February, 2019 may cast their votes electronically. The e-voting module shall be disabled by CDSL for voting thereafter and the member(s) shall not be able to vote on the resolution. Once the vote on a resolution is cast by the Member, he shall not be allowed to change it subsequently.
• 1. The relevant documents pertaining to this resolution are available for inspection at the registered office of the Company and copies thereof shall also be made available for inspection in physical or electronic form at the Registered Office of the Company between 11:00 A.M. to 1:00 P.M. on all working days from Monday to Friday, till 24th March, 2019.
• 1. The Members who do not receive the Postal Ballot Notice and Form may apply to the Company at investorrelations@ shardamotor.com to receive the duplicate thereof or may download the same from the website of the Company under 'Investor Relations' Section.
• 1. Members who do not have access to e-voting facility may send duly completed Ballot Form so as to reach the Scrutinizer, Sh. Vineet K Chaudhary, Managing Partner or Sh. Mohit K Dixit, Partner of M/s. VKC & Associates at below mentioned address not later than 05:00 P.M. (IST) of Sunday, 24th March, 2019:

Mr. Vineet K Chaudhary (Scrutinizer of Sharda Motor Industries Limited) M/s. VKC & Associates Company Secretaries

Address: D-38, Lower Ground Floor (L/S), South Extension, Part-II, New Delhi-110049, India Phone: 011-49121644/ 45 ; Mob: 91+ 9999233556

• 1. The members desiring to exercise their vote by Postal Ballot Form are requested to carefully read the instructions printed in the Postal Ballot Form and record their assent (for) or dissent (against) to the item(s) so listed, by returning the same duly completed and signed in the attached postage pre-paid selfaddressed envelope. However, Postal Ballot Form(s), if sent by courier or by registered post at the expense of the member(s) will also be accepted. The Postal Ballot Form(s) may also be deposited personally at the address given thereon. The duly completed Postal Ballot Form(s) should reach the Scrutinizer on or before 05:00 P.M. IST of Sunday, 24th March, 2019 to be eligible for being considered, failing which, it will be strictly treated as, if no reply has been received from the member(s).
• 1. The Scrutinizer's decision on the validity of the Postal Ballot shall be final. He will submit his report on the results of the voting by Postal Ballot and e-voting to the Chairperson/ Co-Chairperson of the Company on or before Tuesday, 26th March, 2019.
• 1. The final results of the voting by Postal Ballot will be declared by the Chairperson/ Co-Chairperson of the Company, at the registered office of the Company on Tuesday, 26th March, 2019 on or before 06:00 P.M. (IST), along with details of the number of votes cast for and against the resolution, invalid votes. The final results as to whether the resolution has been passed or not, along with Scrutinizer's Report will be posted on the website of the Company i.e. www.shardamotor.com and shall be intimated

to the Stock Exchanges i.e. National Stock Exchange of India Limited and BSE Limited.

1. The results of the Postal Ballot shall also be published in the newspapers. The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date specified by the company for receipt of duly completed postal ballot forms or e-voting.

18. The instructions for e - voting are as under:

• (A) In case of members receiving e-mail:
  • (i) The shareholders should log on to the e-voting website www.evotingindia.com.
  • (ii) Click on Shareholders.
  • (iii) Now enter your User ID (For CDSL: 16 digits beneficiary ID, For NSDL: 8 Character DP ID followed by 8 Digits Client
  • ID, Members holding shares in physical form should enter Folio Number registered with the Company)
  • (iv) Enter the Image Verification as displayed and Click on Login.
  • (v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used. If you are a first time user follow the steps given below:

	For Members holding shares inDemat Form and Physical Form
PAN	Enter your 10 digit alpha-numericPAN issued by Income TaxDepartment (Applicable for bothdemat shareholders as well asphysical shareholders).Members who have not updated theirPAN with the Company/DepositoryParticipant are requested to use thefirst two letters of their name and the8 digits of the sequence number inthe PAN field. Sequence number isprinted on Postal Ballot Form.
	In case the sequence number is lessthan 8 digits, enter the applicablenumber of zeros (0s) before thenumber after the first two charactersof the name in CAPITAL letters.E.g. if your name is Ramesh Kumarwith sequence number 1 then enterRA00000001 in the PAN field.
DividendBankDetailsOR Dateof Birth(DOB)	Enter the Dividend Bank Details orDate of Birth (in dd/mm/yyyy format)as recorded in your demat accountor in the company records in orderto login.If both the details are not recordedwith the depository or companyplease enter the member id / folionumber in the Dividend Bank detailsfield as mentioned in instruction (iii).

After entering these details appropriately, click on "SUBMIT" tab.

(vii) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (viii) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• (ix) Click on the EVSN for 'Sharda Motor Industries Limited'.
• (x) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• (xi) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xii) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xiii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (xiv) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting Page.
• (xv) If a demat account holder has forgotten the changed password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
• (xvi) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.
• (xvii) Note for Non-Individual Shareholders and Custodians:
  • • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
  • • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia. com.
  • • After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.
  • • The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
  • • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have

issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(B) In case of members receiving the physical copy:

Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.

• (C) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@ cdslindia. com.
• (D) The Remote e-voting period commences on Saturday, 23rd February, 2019 (09:00 A.M. IST) and ends on Sunday, 24th March, 2019 (05:00 P.M. IST). During this period, members of the Company holding shares either in physical form or in dematerialized form, as on Cut-Off date i.e. Friday, 15th February, 2019 (the "Cut-off Date") may cast their vote electronically, and the e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, he shall not be allowed to change it subsequently.

EXPLANATORY STATEMENT

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

Item No.1: Approval for Continuation of Directorship of Sh. Satinder Kumar Lambah (DIN: 07425155) as Non-Executive Independent Director for the remaining period of present Tenure, i.e. till 4th February, 2021.

The Securities and Exchange Board of India (SEBI) has made amendments in the Listing Obligations and Disclosure Requirements ('LODR') Regulations on 9th May, 2018.

Accordingly, Under Regulation 17 - Board of Directors, sub-regulation (1A) was inserted newly as (with effect from 1st April, 2019):

"No listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy-five years unless a Special Resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person"

Sh. Satinder Kumar Lambah, Non-Executive Independent Director, aged more than 75 years and hence his continuation of Directorship as a Non-Executive Director with effect from 1st April, 2019, requires the approval of members by way of a Special Resolution, pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018.

He was appointed as an Independent Director on the Board of Company from 5th February, 2016 for a period of 5 years and holds the office as Director till 4th February, 2021. His active involvement and participation in the Meetings of the Board and Audit Committee, Corporate Social Responsibility Committee, Stakeholder's Relationship Committee as Member and in the Nominations and Remuneration Committee as Member and Chairperson has helped the Company to ensure the effective compliance.

His status as member of the Board, Audit Committee, Corporate Social Responsibility Committee, Stakeholder's Relationship Committee and Chairman of Nominations and Remuneration Committee has been instrumental for effective communication to the Board of Directors in the decisions of the Company and through his diversified experience as provided above the Company will be benefited immensely through his association, his extensive experience and expertise accumulated during his career will enable him to provide a wide range of advice on the Company's business management and appropriate oversight of implementation of strategy. Therefore in view of the above it is felt desirable for the Company to continue him as Director with his existing Designation.

The Brief Resume including Experience & other Details are as:

Sh. Satinder Kumar Lambah (DIN: 07425155), aged about 77 years did his Master of Arts (History) from St. Stephens College, University of Delhi in 1964.

Sh. Satinder K Lambah started his career with Indian Foreign Service in year 1965, Sh. Satinder K Lambah worked at several positions / designations as provided by Embassy of India located in several countries. His specialization includes dealing with India's neighbors and Economic Diplomacy. He was also involved in the opening of the Indian Embassy in Bangladesh after liberation and has a long experience in dealing with Pakistan and Afghanistan.

Sh. Satinder K Lambah also served as:

• 1. Ambassador of India to Hungary:
• 1. High Commissioner to India and Pakistan
• 1. Consul General of India, San Francisco.

In addition to the above, Sh. Satinder K Lambah worked as Deputy Secretary General of the 7th Non Aligned Summit held in Delhi and later Coordinator of the Commonwealth Heads of Governments meeting in India (1983). Sh. Satinder K Lambah has been involved in many successful economic ventures. For instance, the breakthrough in export of Tobacco, and sale of Indian Scooters took place when he was head of the commercial section in the Embassy of India in Italy. The first Export of an Indian Car (Maruti Car) and Iron ore Pellets took place when he was Ambassador in Hungry.

After retirement from the Indian Foreign Service he has been Special Envoy to the Prime Minister of India (Rank of Minister of State from 2010 onwards), Co-Chairman of the Task Force on National Security, President of Association of Indian Diplomats, Convener of the National Security Advisory Board (NSAB), President of the Federation of Indo-German Societies in India, Special Envoy of the Government of India for Afghanistan (led the Indian delegation to the Bonn Conference on Afghanistan). He also chaired a Committee on the Re-organization of Ministry of External Affairs and Indian Missions abroad.

At Present, Sh. Satinder K Lambah is Chairman of Ananta Aspen Centre, a not-for-profit organization that focuses on leadership development and open dialogue on important issues facing Indian society, to help foster its transformation.

Therefore, through his Vast experience as provided above the Company will be benefited immensely through his association.

The Board recommends this resolution as set forth in the Notice as Item No. 1 (being Special Business), be passed as Special Resolution for consideration and approval of the shareholders.

Further, Sh. Satinder Kumar is not debarred from holding the office of Director by the virtue of any order passed by SEBI or any other authority. Sh. Satinder Kumar Lambah are not holding any shares as on date.

Concern or interest, financial or otherwise of Directors and Key Managerial Personnel and their relatives:

None of the (i) Directors, (ii) Key Managerial Personnel, (iii) relatives of the persons mentioned in (i) and (ii), are concerned or interested, financial or otherwise in the said resolution except Sh. Satinder Kumar Lambah.

By order of the Board of Directors For Sharda Motor Industries Limited

Place : Delhi Nitin Vishnoi Date : 13.02.2019 Company Secretary

PARTICULARS OF DIRECTORS SEEKING APPOINTMENT AS REQUIRED TO BE FURNISHED UNDER CLAUSE 1.2.5 OF THE (SS-2) SECRETARIAL STANDARD ON GENERAL MEETINGS / REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Item No.1:

Particulars	Description
Name	Satinder Kumar Lambah
Age	16th July, 1941 (77 years)
DIN	07425155
Qualification	He holds a degree in Master of Arts (History)
Experience & other details	•He has an overall experience of 53 years•Other Details are mention in Brief profile above
Nature of his Expertise	Specialization in Economic Diplomacy
Date of First Appointment on the Board of the Company	5th February, 2016
Shareholding in the Company	Nil
Relationship with other Directors, Manager and other Key ManagerialPersonnel of the Company	None
Remuneration received from the Company in the F.Y. 2017-18.	Sitting fees : Rs. 4,40,000/-
Number of meetings of the Board held and attended during the financial year	Board Meeting held: 5Board Meeting attended: 5
Directorships held in other companies in India	None
Chairman/ Member of Committee of the Board of other public companiesin which they are director	None

SHARDA MOTOR INDUSTRIES LIMITED

(CIN: L74899DL1986PLC023202) Registered Office: D-188, Okhla Industrial Area, Phase I, New Delhi-110020

Tel.: +91 11 4733 4100 Fax: +91 11 2681 1676

Email: investorrelations@shardamotor.com Website: www.shardamotor.com

POSTAL BALLOT FORM

(To be returned to the scrutinizer appointed by Company)

S. No. Sequence No. 1 Name(s) of shareholder(s) (in block letters) (including Joint holders, if any) 2 Registered address of the sole / First named shareholder 3 Registered Folio No./ DP ID No. / Client ID No.* (Applicable to members holding shares in dematerialized form) 4 No. of share(s) held 5 Class of shares Equity Shares

I/We hereby exercise my/our vote in respect of Special Resolution enumerated below by recording my/our assent or dissent to the said resolution in the following manner:

S. No.	Description	No. of shares	I/we assent to theresolution (FOR)	I/we dissent tothe resolution(AGAINST)
1.	Approval for Continuation of Directorshipof Sh. Satinder Kumar Lambah (DIN:07425155) as Non- Executive IndependentDirector from April 1, 2019 for the remainingperiod of present Tenure, i.e. till 4thFebruary, 2021.

Place :

Date : Signature of Member

EVOTING PARTICULARS

E-voting Sequence No. (EVSN)	USER ID(16 digits demat Account/ Folio No.)	Password

INSTRUCTIONS

• 1. A Shareholder desiring to exercise vote by Postal Ballot form should complete the Postal Ballot Form and send it to the Scrutinizer in the attached self-addressed postage pre-paid envelope. Postage will be borne and paid by the Company. However, envelopes containing Postal Ballot forms, if deposited in person or sent by courier at the expense of the Registered Shareholder will also be accepted.
• 1. This postal ballot form should be completed and signed by the Shareholder as per the specimen signature recorded with the Company/ Depository Participant. In case of joint holding, this Form should be completed and signed by the first named shareholder and in his absence, by the next named shareholder. Unsigned postal ballot forms will be rejected.
• 1. In case of shares held by Companies, Trusts, Societies etc. the duly completed Postal Ballot Form should be accompanied by a certified true copy of the Board Resolution/ Authorization.
• 1. A shareholder need not use all his votes nor he/ she needs to cast all his/ her votes in the same way.
• 1. Duly completed postal ballot forms should reach the Scrutinizer not later than the close of working hours (i.e. 5.00 P.M. IST) on of Sunday, 24th March, 2019. Any postal ballot form received after this date will be treated as if the reply from the shareholder has not been received.
• 1. A shareholder may request for a duplicate postal ballot form, if so required. However, the duly filled in duplicate postal ballot form should reach the Scrutinizer not later than the date specified at the item no. (1) above.
• 1. Voting Rights shall be reckoned on the paid up value of the Shares registered in the name of the Shareholder as on the cut-off date i.e. Friday, 15th February, 2019.
• 1. Shareholders are requested not to send any other paper along with the Postal Ballot Form. They are also requested not to write anything in the Postal Ballot form, except giving their assent or dissent and putting their signature. If any such paper is sent the same will be destroyed by the Scrutinizer.
• 1. Incomplete, unsigned or incorrectly ticked Postal Ballot Forms will be rejected. The Scrutinizer's decision on the validity of the Postal Ballot will be final.
• 1. The postal ballot shall not be exercised by Proxy. However, corporate and Institutional members shall be entitled through authorized representatives with proof of their authorization.
• 1. The Scrutinizer will submit his consolidated report of Postal Ballot and e-voting process to the Chairperson/ Co-Chairperson after completion of the scrutiny of the Postal Ballot Forms. The results will be announced on Tuesday, 26th March, 2019, on or before 06:00 P.M. (IST) at the Registered Office of the Company and also be placed on the website of the Company.
• 1. Any query in relation to the resolutions proposed to be passed by Postal Ballot may be addressed to the Company Secretary at the Registered Office of the Company or by email at investorrelations@shardamotor. com.
• 1. Shareholders who have not registered their email IDs are requested to register the same with the Company, in case of shares held in physical form and with their respective Depository Participants, in case of share held in dematerialized/ electronic form.