Sundram Fasteners Ltd. — AGM Information 2019

Aug 8, 2019

Sundram Fasteners Limited

Email: investorshelpdesk@sfl.co.in

REGISTERED & CORPORATE OFFICE 98-A, VII FLOOR DR. RADHAKRISHNAN SALAI, MYLAPORE, CHENNAI - 600 004, INDIA TELEPHONE : +91 - 44 - 28478500 FAX : +91-44 - 28478508 /28478510 PAN AAACS8779D CIN 1.35999TN1962P10004943 WEBSITE vnvw.sundrom.com

August 8, 2019

National Stock Exchange of India Limited (NSE)

By NEAPS

Scrip Code - SUNDRMFAST Exchange Plaza, 5thFloor Plot No.C/1, G Block Bandra Kuria Complex, Bandra (East) Mumbai — 400 051

BSE Limited (BSE)

Scrip Code - 500403 Phiroze Jeejeebhoy Towers Dalai Street, Fort Mumbai — 400 001

By Listing Centre

Dear Sir / Madam,

Compliance under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 — Summary of proceedings of 56thAnnual General Meeting held on August 8, 2019

The 56thAnnual General Meeting (AGM) of the Members of the Company was held today (August 8, 2019) at 10.00 a.m. at "The Music Academy - T T Krishnamachari Auditorium (Main Hall), New No. 168, T T K Road, Royapettah, Chennai - 600 014.

We enclose herewith the summary of the proceedings thereon.

Please take the above information on record.

Thanking you,

Yours truly, For SUNDRAM FASTENERS LIMITED

• \r .c1(

R Dilip Kumar Vice President — Finance & Company Secretary

Annexure

Summary of proceedings of 56thAnnual General Meeting (AGM) held on August 8, 2019

Sri Suresh Krishna, Chairman of the Board of Directors, occupied the Chair.

The Chairman noted that 30 members, being the requisite quorum was present and hence called the meeting to order.

The Chairman informed that all the Directors were present. The Chairman also informed that the Chairman of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee were present at the meeting.

The Register of Directors and Key Managerial Personnel and their shareholdings in terms of Section 170 read with Section 171 of the Companies Act, 2013 and the Register of Contracts in terms of Section 189 of the Companies Act, 2013, the Auditor's Report and the Secretarial Audit Report were made available for inspection by the shareholders till the conclusion of the meeting.

With the permission of the Members present, the Notice to the Shareholders dated May 9, 2019 calling for the 56thAnnual General Meeting was taken as read. The Independent Auditor's Report, the Secretarial Auditor's Report and its annexure was also taken as read in terms of Section 145 of the Companies Act, 2013, as there was no qualification in the Independent Auditor's Report and the Secretarial Auditor's Report.

Chairman introduced Dr Nirmala Lakshman, the new Director, to the members.

The Chairman highlighted various aspects of the operations of the company, performance for the financial year 2018-2019, dividend paid and outlook for the future.

After conclusion of the speech, Chairman informed that as per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the Companies Act, 2013, the Company has offered remote e-voting facilities to the shareholders and that the voting by ballot papers and remote e-voting shall be scrutinized by the Scrutinizer, Sri K Sriram on all resolutions in a fair and transparent manner.

The Chairman then opened the floor for questions relating to the matters under consideration at this AGM.

Some of the members present at the meeting raised queries and also sought certain information / clarifications broadly focusing on certain accounting / financial aspects and future plans.

The Chairman after providing opportunity to all the shareholders present for raising their queries and seeking clarifications, responded to such queries, comments and clarifications.

The following business was transacted at the meeting:-

Resolution No	Subject
Ordinary Business
1	statement Adoption of audited the consolidated financial including financial statement, Report of the Board of Directors and Auditors for the financial year ended March 31, 2019.
2	Re-appointment of Ms Preethi Krishna (DIN: 02037253) as a Director, who retires by rotation.
Special Business (Ordinary Resolution)
3	Ratification of remuneration payable to the Cost Auditors for the financial year ending March 31, 2020.
Special Business (Special Resolutions)
4	as a Re-appointment Srinivasan of (DIN: 00043658) Sri Non-Executive R Independent Director for a term of two consecutive years, commencing from September 22, 2019 to September 21, 2021.
5	Issue of Non-Convertible Debentures upto Rs 500 Crores on private placement basis.

The Chairman then offered to conduct the ballot process in order to provide an opportunity to those members who have not exercised remote e-voting. Ballot papers were then distributed through the volunteers / Scrutiniser and the ballot process was conducted for all the resolutions. The ballot process was scrutinised by the Scrutinizer Sri K Sriram, Practicing Company Secretary on all the resolutions. The Scrutiniser then took custody of the polling boxes for verification of validity of votes and counting the votes and for preparing his report to the Chairman.

Later, the Chairman informed to the shareholders that the final results of the voting (after consolidating the result of remote e-voting and ballot process) would be announced to Stock Exchanges and in the website of the Company within 48 hours as per the Listing Regulations.

Upon completion of the ballot process and the vote of thanks by Sri R Srinivasan, Director, the meeting ended at 10.55 a.m.

Chairman thanked the shareholders and declared the meeting as concluded.