CIE AUTOMOTIVE INDIA LIMITED

(Formerly known as Mahindra CIE Automotive Limited)

[CIN: L27100MH1999PLC121285]

Registered Office: Suite F9D, Grand Hyatt Plaza (Lobby Level), Off Western Express Highway, Santacruz (E), Mumbai- 400 055 Website: www.cie-india.com;E-mail:contact.investors@cie-india.comTel: +91 22 62411031; Fax: +91 22 62411030

To,

The Members,

CIE Automotive India Limited (the "Company")

Notice is hereby given pursuant to Section 110 and all other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("Rules"), Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force and guidelines prescribed by the Ministry of Corporate Affairs ("MCA") vide its General circular no. 11/2022 dated 28th December, 2022 read with earlier general circulars issued in this regard viz. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, 22/2020 dated 15th June, 2020, 33/2020 dated 28th September, 2020, 39/2020 dated 31st December, 2020, 10/2021 dated 23rd June, 2021, 20/2021 dated 8th December, 2021 and 3/2022 dated 5th May, 2022 (collectively referred to as the "MCA Circulars"), Secretarial Standards on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations, if any, that the items of businesses set out in the Notice annexed hereto are proposed to be transacted through Postal Ballot which, as per the MCA Circulars shall mean voting only by electronic means through the remote e-votingfacility ("remote e-voting").

In compliance with the MCA circulars, the Notice of Postal Ballot which comprises of resolutions proposed for approval of the members and the explanatory statement thereto and reasons thereof, is being sent only by email to the Members, whose email addresses are registered with the Depositories (in case of Members holding shares in Demat form) or with Registrar and Share Transfer Agent of the Company (in case of Members holding shares in physical form) and whose names appear in the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL"), as on Friday, 4th August, 2023 ("cut-offdate"). A person, whose name is recorded in the register of members of the Company and/ or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date shall only be entitled to cast their vote through remote e-voting.

Please note that printed copy of the Notice of Postal Ballot along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members. Members are required to communicate their assent or dissent only through the remote e-voting facility.

The remote e-voting facility to enable the members to cast their vote in electronic mode is provided through the Registrar and Share Transfer Agent of the Company i.e., KFin Technologies Limited ("KFintech" or "RTA"). Further, pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9th December, 2020 on "e-Voting facility provided by Listed Companies", all the individual shareholders holding shares in demat mode, may cast their vote through remote e-voting by way of single login credential through their demat accounts / websites of Depositories / Depository Participants (DPs). Members desiring to exercise their votes are requested to refer Note No. 8 of Notice of Postal Ballot.

The remote e-voting facility for Members to cast their vote electronically, will be available during the following period:

  1. Day, date and time of commencement of remote e-voting:Thursday, 10th August, 2023 at 9:00 a.m. (IST).
  2. Day, date and time of end of remote e-voting:Friday, 8th September, 2023 at 5:00 p.m. (IST).

The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled upon expiry of aforesaid period.

The Notice of Postal Ballot shall also be hosted on the website of the Company under the tab "Postal Ballot" at the weblink: https://www.cie-india.com/periodic-public-information8.html#General-Meetingsand on the website of KFintech i.e. https://evoting.kfintech.com. The same shall also be available on the websites of National Stock Exchange of India Limited i.e., www.nseindia.comand BSE Limited i.e., www.bseindia.com.

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Pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014, the Board of Directors has appointed Mr. Sachin Bhagwat, Practicing Company Secretary (Membership No. ACS 10189; CP No. 6029) as the Scrutinizer for conducting the Postal Ballot voting process in a fair and transparent manner. The Scrutinizer's decision on the validity of the vote shall be final.

The Scrutinizer will submit his report to the Chairman or the Executive Director of the Company or the Company Secretary of the Company, being authorised by the Board, after completion of the scrutiny of the votes cast by the remote e-voting facility. The Chairman or the Executive Director or the Company Secretary of the Company will declare the results of the Postal Ballot by Saturday 9th September, 2023 at 5:00 p.m. by placing it, along with the scrutinizer's report, on the website of the Company at www.cie-india.com. In the event the resolutions as set out in the Notice of Postal Ballot is assented to by the members with requisite majority, by means of Postal Ballot i.e., remote e-voting, the same shall be deemed to have been passed on the last date specified by the Company for remote e-voting, i.e., Friday, 8th September 2023 and pursuant to Section 110(2) of the Act, it shall deemed to have been passed as Special Business at an Extraordinary General Meeting. The result will also be displayed on the website of KFintech at https://evoting.kfintech.comand upon submission to Stock Exchanges, on the websites of National Stock Exchange of India Limited i.e., www.nseindia.comand BSE Limited i.e., www.bseindia.com.

By Order of the Board

For CIE Automotive India Limited

Pankaj V. Goyal

Company Secretary and Compliance Officer

Membership Number - A 29614

Mumbai, 18th July, 2023

Registered Office:

CIE Automotive India Limited

(Formerly known as Mahindra CIE Automotive Limited) Suite F9D, Grand Hyatt Plaza (Lobby Level),

Off Western Express Highway, Santacruz (E), Mumbai- 400 055

CIN: L27100MH1999PLC121285

E-mail:contact.investors@cie-india.com

Website:www.cie-india.com

Tel: +91 22 62411031, Fax: +91 22 62411030

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CIE AUTOMOTIVE INDIA LIMITED

(Formerly known as Mahindra CIE Automotive Limited)

[CIN: L27100MH1999PLC121285]

Registered Office: Suite F9D, Grand Hyatt Plaza (Lobby Level), Off Western Express Highway, Santacruz (E), Mumbai- 400 055 Website: www.cie-india.com;E-mail:contact.investors@cie-india.comTel: +91 22 62411031; Fax: +91 22 62411030

Notice of Postal Ballot

[Notice pursuant to Section 110 of the Companies Act, 2013 read with Rule 22(1) of Companies

(Management and Administration) Rules, 2014]

NOTICE is hereby given to the Members of CIE Automotive India Limited (formerly known as Mahindra CIE Automotive Limited) (the Company), pursuant to Section 110 of the Companies Act, 2013 (the Act) read with the Companies (Management and Administration) Rules, 2014 and other applicable provisions of the Act, Rules made and Circulars issued thereunder for the time being in force, that the Company seeks consent of the Members, for the following items of businesses through Postal Ballot which shall mean voting only by electronic means through remote e-voting facility:

Special Businesses:

1. Appointment of Mr. Jairaj Purandare (DIN: 00159886) as a Director (Independent) of the Company to hold the office of the Independent Director for a term of five consecutive years from 10th June, 2023 till 9th June, 2028

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

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), as amended from time to time, Mr. Jairaj Purandare (DIN: 00159886) who is appointed as Additional Director, in the capacity of Independent Director w.e.f. 10th June, 2023 in accordance with Section 161 of the Act and the Articles of Association of the Company by the Board of Directors of the Company, and who meets the criteria of independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the Listing Regulations and is qualified to be Director of the Company and in respect of whom the Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director, being so eligible, be appointed as Director (Independent) of the Company, who shall hold the office of the Independent Director for a term of five consecutive years from 10th June, 2023 till 9th June, 2028."

  1. Appointment of Mr. Shriprakash Shukla (DIN: 00007418) as a Director (non-executive,non-independent, professional) of the Company, liable to retire by rotation
    To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
    "RESOLVED THAT pursuant to the provisions of Section 149, 152 and all other applicable provisions of the Companies Act, 2013 (the Act) and the Rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and Articles of Association of the Company, Mr. Shriprakash Shukla (DIN: 00007418), who was appointed by the Board of Directors as an Additional Director of the Company with effect from 19th July, 2023 and who, subject to provisions of Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, holds the office upto the date of next Annual General Meeting of the Company in terms of Section 161 of the Act, and in respect of whom the Company has received a Notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Director (non-executive,non-independent, professional) of the Company liable to retire by rotation."
  2. Approval of alteration in Articles of Association of the Company by way of adoption of new set of Articles of Association

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

"RESOLVED THAT pursuant to the provisions of Section 14 read with Section 5 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 including any statutory modification(s) or re-enactment thereof, for the time being in force, the draft regulations numbering from 1 to 133, as contained in the draft Articles of Association, being circulated along-with the Notice, be approved and adopted as the Articles of Association of the Company from the date of passing of this resolution in substitution and to the entire exclusion of the extant Articles of Association of the Company.

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RESOLVED FURTHER THAT approval of the members of the Company is be and hereby accorded to the Board of Directors of the Company (referred to as the Board which expression shall include any Committee thereof or persons authorized by the Board), to do all such acts, deeds, matters, things and to take all such steps as may be required, and to resolve and settle any questions, difficulties or doubts that may arise in this regard and to take such actions or give directions as may be necessary or desirable for giving effect to this resolution."

4. Revision in remuneration payable to Independent Directors of the Company

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

"RESOLVED THAT pursuant to the provisions of sections 149, 197, 198, other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 17 and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment thereof for the time being in force), the resolution passed by the members at 19th Annual General Meeting held on 19th April, 2018 and in supersession of the resolution passed by the members at the 20th Annual General Meeting held on 6th May, 2019, approval of members of the Company be and is hereby accorded that, with effect from the financial year ending 31st December, 2023 till the financial year ending 31st December, 2027, the Independent Directors of the Company be paid remuneration by way of commission, of such sum as the Board of Directors may from time to time determine (to be divided amongst the Independent Directors in such proportion as may be determined by the Board of Directors from time to time and equally in default of such determination) provided that such commission in aggregate shall not exceed, one per cent of the net profits of the Company for each Financial Year as computed in the manner laid down in Section 198 of the Companies Act, 2013, or any statutory

modification(s) or re-enactment thereof or ` 30 million, whichever is lower; provided further that none of the Independent Director shall, in any Financial Year, individually receive an aggregate remuneration including sitting fees exceeding

  • 5 million.

RESOLVED FURTHER THAT approval of the members of the Company be and is hereby accorded to the Board of Directors of the Company (referred to as the Board which expression shall include any Committee thereof or persons authorized by the Board) to do all such acts, deeds, matters, things and to take all such steps as may be required, for obtaining all necessary approvals, as may be required and to resolve and settle any questions,

difficulties or doubts that may arise in this regard and to take such actions or give directions as may be necessary or desirable for giving effect to this resolution."

By Order of the Board

For CIE Automotive India Limited

Pankaj V. Goyal Company Secretary and Compliance Officer

Membership Number - A 29614

Mumbai, 18th July, 2023

Registered Office:

CIE Automotive India Limited

(Formerly known as Mahindra CIE Automotive Limited) Suite F9D, Grand Hyatt Plaza (Lobby Level),

Off Western Express Highway, Santacruz (E), Mumbai- 400 055

CIN: L27100MH1999PLC121285

E-mail:contact.investors@cie-india.com

Website:www.cie-india.com

Tel: +91 22 62411031, Fax: +91 22 62411030

Notes:

  1. The Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Companies Act, 2013 ("the Act") stating material facts and reasons for the proposed resolution(s) is annexed hereto.
  2. In accordance with the circular no. 11/2022 dated 28th December, 2022 issued by Ministry of Corporate Affairs ("MCA") read with earlier circular issued in this regard by MCA viz: General Circular Nos. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, and 3/2022 dated 5th May, 2022 (collectively referred to as the "MCA Circulars"), the Notice of Postal Ballot which comprises of resolution(s) proposed for approval of the members and the explanatory statement thereto and reasons thereof, is being sent only by email to the Members, whose email addresses are registered with the Depositories (in case of Members holding shares in Demat form) or with Registrar and Share Transfer Agent of the Company (in case the Members holding shares in physical form) and whose names appear on the Register of Members/ List of Beneficial Owners as received from National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL"), as on Friday, 4th August, 2023 ("cut-off date").
    The Notice of Postal Ballot shall also be placed on the website of the Company i.e., www.cie-india.comand on the website of Registrar and Transfer Agent of the Company i.e., KFin Technologies Limited ("Kfintech" or "RTA") at https://evoting.kfintech. comand upon submission to Stock Exchanges on their websites of National Stock Exchange of India Limited i.e., www.nseindia.comand BSE Limited i.e., www.bseindia.com.

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  1. In accordance with the MCA Circulars, printed copy of the Notice of Postal Ballot along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members. Members are required to communicate their assent or dissent only through the remote e-voting facility.
  2. The voting rights of members shall be in proportion to the equity shares held by the members in the paid-up equity share capital of the Company as on cut-off date i.e., Friday, 4th August, 2023. A person, whose name is recorded in the register of members of the Company and/or in the List of Beneficial Owners maintained by the Depositories as on the cut-off date shall only be entitled to cast their vote through remote e-voting.
  3. The Company has appointed Mr. Sachin Bhagwat, Practicing Company Secretary (Membership No. ACS 10189) as the Scrutinizer to conduct the Postal Ballot voting process in a fair and transparent manner. The Scrutinizer's decision on the validity of the vote shall be final. Scrutinizer will submit his report to the Chairman or the Executive Director or the Company Secretary as authorised by the Board after completion of the scrutiny of the votes cast by the remote e-voting facility. The Chairman or the Executive Director or the Company Secretary of the Company will declare the results of the Postal Ballot by Saturday, 9th September, 2023 by placing it, along with the scrutinizer's report, on the website of the Company at www.cie-india.com. The result shall also be uploaded on the website of KFintech https://evoting.kfintech.comand upon submission, on the websites of National Stock Exchange of India Limited i.e., www.nseindia.comand BSE Limited i.e., www.bseindia.com.
  4. Remote e-Voting: Pursuant to the provisions of Section 108 of the Act, Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the MCA Circulars, the Company is providing facility of remote e-voting to its Members through Company's Registrar and Transfer Agent i.e., KFin Technologies Limited ("KFintech" or "RTA"). Further, pursuant to SEBI Circular No. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated 9th December, 2020 on "e-Voting facility provided by Listed Companies", all the individual shareholders holding shares in demat mode, may cast their vote through remote e-voting by way of single login credential through their demat accounts / websites of Depositories / Depository Participants (DPs).
  5. The remote e-voting facility will be available during the following period:
    1. Day, date and time of commencement of remote e-voting:Thursday, 10th August, 2023 at 9:00 a.m. (IST).

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  1. Day, date and time of end of remote e-voting beyond which remote e-voting will not be allowed: Friday, 8th September, 2023 at 5:00 p.m. (IST).

The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled upon expiry of aforesaid period.

8. Instructions for members for remote e-Voting:

In compliance with the provisions of section 108 of the Act read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the Listing Regulations read with SEBI Circular No. SEBI/HO/ CFD/CMD/CIR/P/2020/242 dated 9th December, 2020, Members are provided with the facility to cast their vote electronically on the resolution(s) set forth in the Notice of Postal Ballot, through remote e-voting during the remote e-voting period. The members may cast their vote electronically in the following manner:

  1. For individual shareholders holding shares in demat mode : Individual shareholders holding shares in demat mode, may cast their vote through remote e-votingby way of single login credential through their demat accounts
    /websites of Depositories/Depository Participants (DPs).
    For further details please refer Note No. 8 (A) of this Notice of Postal Ballot.
  2. For non-individual shareholders holding shares in demat mode and all shareholders holding shares in physical mode: The Login Credentials provided in the email received from KFintech/generated as per procedure provided in Note No. 8 (B) shall be required for remote e-votingduring the remote e-votingperiod as mentioned above.

For further details please refer Note No. 8 (B) of this Notice of Postal Ballot.

  1. Login method for remote e-Voting for Individual shareholders holding securities in demat mode:
    Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9th December, 2020 on "e-Voting facility provided by Listed Companies", all the individual shareholders holding shares in demat mode, may cast their vote through remote e-voting by way of single login credential through their demat accounts / websites of Depositories / Depository Participants (DPs) in order to increase the efficiency of the voting process. Individual shareholders holding shares in demat mode, would be able to cast their vote without having to register again with the e-Voting service provider (ESP) (i.e., KFin Technologies Limited) thereby not only facilitating seamless authentication but also ensures ease and convenience of participating in remote e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access remote e-Voting facility.

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Mahindra CIE Automotive Limited published this content on 08 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 August 2023 13:30:41 UTC.