3M L31300KA1987PLC013543 User Manual

3M India Limited
CIN: L31300KA1987PLC013543 Concorde Block, UB City

24, Vittal Mallya Road,

Bangalore – 560 001

Phone: [phone]

Fax: [phone]

Website: www.3m.com/in

E-Mail: [e-mail]

Regd. Office & Factory: Plot Nos. 48-51, Electronics City, Hosur Road, Bangalore – 560100

February 17, 2021
The Corporate Relationship Department
Bombay Stock Exchange Limited,
1st Floor, New Trading Ring, Rotunda Building
P.J. Towers, Dalal Street, Fort
Mumbai - 400 001 Scrip Code - 523395

The Secretary
National Stock Exchange of India Limited
Exchange Plaza, Bandra – Kurla Complex
Bandra (E), Mumbai – 400 051 Scrip Code – 3MINDIA

Sub: Intimation under Regulation 30 of the SEBI (LODR) Regulations. 2015 - Postal Ballot
Notice.

Re: Postal Ballot process for:

(i) Re-appointment of Ms. Radhika Rajan (DIN: 00499485) as a Non-Executive

Independent Director of the Company for a second term of 5 (Five) years effective
from May 27, 2021 by way of a Special Resolution,

(ii) Regularization of appointment of Ms. Mamata Janak Gore (DIN: 08792863) as a

Director by way of an Ordinary Resolution,

(iii) Regularization of appointment of Ms. Mamata Janak Gore (DIN: 08792863) as a

Whole-time Director of the Company for a period of 3 (Three) years effective from
September 01, 2020 by way of an Ordinary Resolution and

(iv) Regularization of appointment of Mr. James Ernest Falteisek as a Director of the

Company with effect from September 01, 2020 by way of an Ordinary Resolution.

In continuation of our letter dated February 10, 2021, this is to inform you that the Postal Ballot
Notice is being sent to all the Members of the Company whose names appear in the Register of
Members/list of Beneficial Owners as on Friday, February 12, 2021, being the cut-off date for
sending Postal Ballot Notice to the Members who are entitled for e-voting. Enclosed herewith is
the copy of the Postal Ballot Notice for your information and records.

We once again give below the calendar of main events for the Postal Ballot.

1. Cutoff date/Benpos date for sending Notice to Members – Friday, February 12, 2021.

2. Voting period starts on – Tuesday, February 23, 2021.

3. Voting period ends on – Wednesday, March 24, 2021.

4. Scrutinizer’s Report and date of declaration of results of the Postal Ballot – Friday, March
26, 2021.

Kindly bring this to the notice of the members of the Exchange.

Thanking you,
Yours faithfully,
For 3M India Limited,

V. Srinivasan

Company Secretary

Encl: as above

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3M INDIA LIMITED

CIN: L31300KA1987PLC013543

Registered Office: Plot Nos. 48-51, Electronic City, Hosur Road, Bengaluru – 560100

Phone: [phone], Fax: [phone], Email id:[e-mail]

Website: www.3mindia.in

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 and applicable rules made thereunder)

Dear Member(s),

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 the Companies (Management and Administration)
Rules, 2014 (“the Rules”), as amended from time to time, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standards 2 (“SS-2”) and other
applicable laws and regulations (including any statutory modification or re-enactment thereof for the time
being in force), that the resolutions as appended below are proposed to be passed by the Members
through Postal Ballot through electronic voting ("e-voting"). The Explanatory Statement pursuant to
Section 102 of the Act, setting out the material facts and reasons for the proposed resolutions is
appended below for consideration of the members.

Due to COVID-19 outbreak, the Ministry of Corporate Affairs, Government of India (“MCA”) vide its
General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020,
General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28,

2020 and General Circular No. 39/2020 dated December 31, 2020 (“MCA Circulars”) has prescribed the

process for convening of extraordinary general meetings and passing of resolutions through postal ballot
till June 30, 2021 or till such further orders, whichever is earlier. Pursuant to the said MCA Circulars,
companies have been advised to adhere to the social distancing norms laid down by the Government of
India and take all decisions which require the approval of the members, other than items of ordinary
business or business where any person has a right to be heard, through the mechanism of postal ballot /
e-voting in accordance with the provisions of the Act till June 30, 2021 or till further orders, whichever
is earlier. The MCA Circulars further provide that on account of difficulties faced by the companies in
dispatch of physical postal ballot notice to the members during the lockdown, the communication of
assent / dissent of the members in the postal ballot will take place only through e-voting. The
requirements provided under Rule 20 of the Rules relating to e-voting shall be applicable mutatis
mutandis for passing of resolutions through postal ballot.

This Notice is accordingly being issued in compliance with the said MCA Circulars. This Notice will only
be sent through email to all the Members who have registered their email addresses with the Company
or with depository / depository participants and the physical Notice (along with postal ballot forms) and
pre-paid business envelope through post will not be sent to the Members for this postal ballot. The
communication of assent / dissent of the Members will take place only through the remote e-voting
system.

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3M India Limited (“the Company”) has engaged the services of KFin Technologies Private Limited (“KFin”)
for facilitating e-voting in order to enable the Members to cast their votes electronically. You are
requested to carefully read the instructions in this Postal Ballot Notice and record your assent (FOR) or
dissent (AGAINST) through the remote e-voting process not later than 5:00 P.M. IST on Wednesday,
March 24, 2021, failing which it will be strictly considered that no reply has been received from the
Member.

The Board of Directors (“the Board”) of the Company, at its Meeting held on Wednesday,
February 10, 2021 has appointed Mr. Vijayakrishna K. T., Company Secretary in Practice (C.P. No. 980,
Membership No. FCS: 1788), as the scrutinizer (“Scrutinizer”) for conducting the Postal Ballot and
e-voting process in a fair and transparent manner. Mr. Vijayakrishna K.T has consented to act as
Scrutinizer for this Postal Ballot Process. After completion of scrutiny of the votes, the Scrutinizer will
submit his report to the Chairman of the Company, or a person authorized by the Chairman. The result of
the Postal Ballot will be announced on Friday, March 26, 2021 at 5:00 p.m. and will be displayed at the
Company's website https://www.3mindia.in/3M/en_IN/company-in/about-3m/financial-facts-local/,
besides communicating to the stock exchanges and depositories. The last date for receipt of votes vide
e-voting i.e., Wednesday, March 24, 2021 shall be deemed to be the date of passing of the resolutions,
if passed by requisite majority in accordance with Secretarial Standards-2 on General Meetings.

The Members are requested to consider and, if thought fit, pass the following resolutions:

SPECIAL BUSINESS:

ITEM NO. 1: RE-APPOINTMENT OF MS. RADHIKA GOVIND RAJAN (DIN: 00499485) AS A
NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY FOR A SECOND TERM OF 5 (FIVE)
YEARS EFFECTIVE FROM MAY 27, 2021.

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

"RESOLVED THAT based on the recommendations of the Nomination and Remuneration Committee and
by the Board of Directors in their respective Meetings held on Wednesday, February 10, 2021 for
consideration of the Members and pursuant to the provisions of Sections 149, 150 and 152 read with
Schedule IV and any other applicable provisions of the Companies Act, 2013 ('the Act') and the
Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force) and Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”),
consent of the Members of the Company be and is hereby accorded to re-appoint Ms. Radhika Govind
Rajan (DIN: 00499485) as Non-Executive Independent Director of the Company who was appointed as
an Independent Director of the Company up to May 26, 2021 and who has submitted a declaration that
she meets the criteria for independence as provided in Section 149(6) of the Act, and who is eligible for
re-appointment to the office of Independent Director, for the second term i.e., to hold office for a period
of 5 (five) consecutive years with effect from May 27, 2021 to May 26, 2026, not liable to retire by
rotation.”

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ITEM NO. 2: APPOINTMENT OF MS. MAMATA JANAK GORE (DIN: 08792863) AS A DIRECTOR.

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

“RESOLVED THAT Ms. Mamata Janak Gore (DIN: 08792863), who was appointed as an Additional
Director of the Company from September 01, 2020 and whose appointment has been recommended by
the Nomination and Remuneration Committee and by the Board of Directors at their Meetings held on
August 13, 2020 for consideration by the Members under Section 161(1) of the Companies Act, 2013
and the rules made thereunder (including any statutory modifications or amendments or re-enactments
thereof) and Article 115 of the Articles of Association of the Company and who holds office upto the date
of next Annual General Meeting , be and is hereby appointed as a Director of the Company and whose
office shall not be liable to determination by retirement of Directors by rotation.”

ITEM NO. 3: APPOINTMENT OF MS. MAMATA JANAK GORE (DIN: 08792863) AS A
WHOLE-TIME DIRECTOR OF THE COMPANY FOR A PERIOD OF 3 (THREE) YEARS EFFECTIVE
FROM SEPTEMBER 01, 2020.

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

“RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 and other applicable
provisions, if any, of the Companies Act, 2013, read with Schedule V to the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any
statutory modification(s) or re-enactment thereof for the time being in force), and subject to the requisite
approval of the Central Government and such sanctions, as may be necessary, consent of the Members
of the Company be and is hereby accorded to the appointment of Ms. Mamata Janak Gore
(DIN: 08792863), as a Whole-time Director (designated as Whole-time Director & Chief Financial Officer)
of the Company by the Board of Directors for a period of 3 (three) years with effect from
September 01, 2020 to August 31, 2023, on the terms and conditions of appointment and remuneration
as contained in the agreement, and the Board of Directors is hereby authorized to alter and vary such
terms of appointment and remuneration so as to not exceed the limits specified in Schedule V to the
Companies Act, 2013 as may be agreed, to by the Board of Directors and Ms. Mamata Janak Gore, and
whose office shall not be liable to retire by rotation.”

ITEM NO. 4: APPOINTMENT OF MR. JAMES ERNEST FALTEISEK (DIN: 08792857) AS A DIRECTOR.

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

“RESOLVED THAT Mr. James Ernest Falteisek (DIN: 08792857), who was appointed as an Additional
Director of the Company from September 01, 2020 and whose appointment has been recommended by
the Nomination and Remuneration Committee and by the Board of Directors at their M eetings held on
August 13, 2020 for consideration by the Members under Section 161(1) of the Companies Act, 2013
and the rules made thereunder (including any statutory modifications or amendments or re-enactments
thereof) and Article 115 of the Articles of Association of the Company and who holds office upto the date
of next Annual General Meeting, be and is hereby appointed as a Director of the Company and whose
office shall be liable to determination by retirement of Directors by rotation.”

Registered Office:
Plot Nos. 48-51, Electronic City,
Hosur Road, Bengaluru – 560100

Place: Bengaluru
Date: February 10, 2021

By order of the Board

V. Srinivasan

Company Secretary &

Compliance Officer

A-16430

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Notes:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, is annexed hereto.

2. On account of threat posed by COVID-19 Pandemic and in terms of the MCA Circulars, the
Company will send Postal Ballot Notice only by email to the members who have registered their
email addresses with the Company or with depository / depository participants and hard copy of
Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent
to the members for this Postal Ballot. Accordingly, the communication of the assent or dissent of the
members would take place through the e-voting system only. Therefore, those members who have
not yet registered their email addresses are requested to get their email addresses registered by
following the procedure given below in e-voting Instructions.

3. In light of the MCA Circulars, shareholders who have not registered their email addresses and in
consequence the e-voting notice could not be serviced, may temporarily get their email registered

with the Company’s Registrar and Share Transfer Agent, KFin Technologies Private Limited, by

clicking the link: https://ris.kfintech.com/clientservices/postalballot/. Post successful registration
of the email, the shareholder would get soft copy of the notice and the procedure for e-voting along
with the User ID and Password to enable e-voting for this Postal Ballot. In case of any queries,
shareholder may write to [e-mail] or contact Mr. Rajeev Kumar of KFin
Technologies Private Limited at 040-67161524 or at 1800 345 4001 (Toll Free).

4. It is clarified that for permanent registration of email address, the shareholders are however
requested to register their email addresses, in respect of electronic holdings with the Depository
through the concerned Depository Participants and in respect of physical holdings with the

Company’s Registrar and Share Transfer Agent, KFin Technologies Private Limited, Selenium, Tower

B, Plot 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad-500032, India by
following due procedure.

5. Those shareholders who have already registered their email addresses are requested to keep their
email addresses validated with their Depository Participants / the Company’s Registrar and Share
Transfer Agent, KFin Technologies Private Limited to enable servicing of notices / documents /
Annual Reports electronically to their email addresses.

6. The Notice and Explanatory Statement with the requisite enclosures, has also been made available
on the website of the Company https://www.3mindia.in/3M/en_IN/company-in/about-

3m/financial-facts-local/ and on the website of e-voting agency i.e. https://evoting.kfintech.com

and on the website of BSE Limited and National Stock Exchange of India Limited at

www.bseindia.com and www.nseindia.com respectively, in the relevant sections.

7. The notice is being sent to all the Members electronically i.e. by email only as per the said MCA
Circulars to those Members who have registered their email addresses with the
Company/Depository(s) and whose name appear in the Register of Members/ Record of
Depositories as on Friday, February 12, 2021. A person who is not a member should treat this Postal
Ballot Notice for information purpose only.

8. The e-voting rights of the shareholders / beneficiary owners shall be reckoned on the shares held by
them as on Friday, February 12, 2021 being the Cut-off date for the purpose. The shareholders of
the Company holding shares either in dematerialised or in physical form, as on the Cutoff date, can
cast their vote electronically. A person who is not a shareholder as on the Cut-off date, should treat
this Notice for information purposes only.