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.

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9. The voting rights for the Shares of the Company are one vote per equity share, registered in the
name of the member. The voting rights of the members shall be in proportion to the percentage of
paid-up share capital of the Company held by them.

10. In compliance with the provisions of Section 110 of the Companies Act, 2013 read with Regulation
44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Rule 20 of the
Companies (Management and Administration) Rules, 2014, as amended from time to time &
Secretarial Standards-2 issued by the Institute of Company Secretaries of India on General Meeting
(SS-2), the Company is offering e-voting facility to enable the Members to cast their votes
electronically.

11. Postal Ballot (E-Voting) commences on Tuesday, February 23, 2021 (9.00 a.m. IST) and ends
on Wednesday, March 24, 2021 (5.00 p.m. IST).

12. A member cannot exercise his/her vote through proxy on postal ballot. However, corporate, and
institutional members shall be entitled to vote through their authorized representatives. Corporate
and institutional members are requested to provide a proof of authorization (board resolution/
authority letter/ power attorney, etc.) in favour of their authorised representatives to the Scrutinizer
through e-mail to [e-mail] with a copy marked to [e-mail]. Alternatively, the
aforesaid documents can directly be uploaded on the e-voting portal of KFin Technologies Private
Limited, while casting the vote.

13. Resolutions passed by the members through postal ballot are deemed to have been passed as if they
are passed at a General Meeting of the members.

14. Instructions for voting through electronic means (e-voting): The Company has engaged the services
of KFin Technologies Private Limited as the Authorized Agency to provide e-voting facility. The e­voting facility will be available during the following voting period:

Commencement of e-voting

End of e-voting

Tuesday, February 23, 2021

(9.00 a.m. IST)

Wednesday, March 24, 2021

(5.00 p.m. IST)

A) The procedure and instructions for e-voting are as follows:

(i) Open your web browser during the voting period and navigate to https://evoting.kfintech.com/.
(ii) Enter the login credentials (i.e. user-id & password, Your Folio/DP Client ID will be your User-ID.

User –ID

For Members holding shares in Demat Form:
a) For NSDL: -8 Character DP ID followed by 8 Digits Client ID
b) For CDSL: - 16 digits beneficiary ID
c) For Members holding shares in Physical Form: - Event No. 5819 - 3M
INDIA LIMITED (Postal Ballot) followed by Folio Number registered with the
Company

Password

Your unique password is sent via email forwarded through the electronic
notice. In case you do not remember password then click on forgot
password option to reset the same

Captcha

Enter the Verification code i.e. please enter the alphabets and numbers in
the exact way as they are displayed for security reasons.

(iii) After entering these details appropriately, click on “LOGIN”.
(iv) You will now reach Password Change menu wherein you are required to mandatorily change login

password in the new password field. The new password has to be minimum eight characters
consisting of at least one upper case (AZ), one lower case (a-z), one numeric value (0-9) and a
special character. Kindly note that this password can be used by the Demat holders for voting for

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resolution of any other Company on which they are eligible to vote, provided that Company opts
for e-voting through KFin Technologies Private Limited’s e-Voting platform. System will prompt
you to change your password and update any contact details like mobile no, email ID etc. on 1st
login. You may also enter the Secret Question and answer of your choice to retrieve your
password in case you forget it. It is strongly recommended not to share your password with any

other person and take utmost care to keep your password confidential.
(v) You need to login again with the new credentials.
(vi) On successful login, system will prompt to select the ’Event’ i.e., ‘5819 - 3M INDIA

LIMITED (Postal Ballot)’
(vii) If you are holding shares in Demat form and had logged on to “https://evoting.kfintech.com/”

and cast your vote earlier for any company, then your existing login id and password are to be

used.
(viii) On the voting page, you will see Resolution Description and against the same the option

‘FOR/AGAINST/ ABSTAIN’ for voting. Enter the number of shares (which represents number of

votes) under ‘FOR/ AGAINST/ABSTAIN’ or alternatively you may partially enter any number in

‘FOR’ and partially in ‘AGAINST’, but the total number in ‘FOR/ AGAINST’ taken together should

not exceed your total shareholding. If the shareholder does not want to cast the vote, select

‘ABSTAIN’. 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.

(ix) Once you ‘CONFIRM’ your vote on the resolution, you will not be allowed to modify your vote.
(x) Corporate/Institutional Members (Corporate /Fls/Flls/Trust/Mutual Funds/Banks, etc.) are

required to send scan (PDF format) of the relevant Board resolution to the Scrutinizer through

e-mail to [e-mail] with copy to [e-mail]. The file scanned image of the Board

Resolution should be in the naming format “Corporate Name_ Event no.”
(xi) In case of any queries related to e-voting, you may refer to the Frequently Asked Questions

(FAQ’s) and e-voting user manual available in the “Downloads” section of

‘https://evoting.kfintech.com/’ or contact Mr. Rajeev Kumar of KFin Technologies Private

Limited at 040-67161524 or at 1800 345 4001 (Toll Free).

B) In case of shareholders have not registered their email addresses:

On account of threat posed by COVID-19 pandemic and in terms of the MCA Circulars, the
Company will send Postal Ballot Notice in electronic form only and hard copy of Postal Ballot Notice
along with Postal Ballot Forms and pre-paid business reply envelope will not be sent to the
shareholders 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 shareholders who
have not yet registered their email addresses are requested to get their email addresses registered
by following the procedure given below:
In light of the MCA Circulars, shareholders who have not registered their email addresses and in
consequence could not receive the e-voting notice 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/ postal ballot/ and following the registration
process as guided thereafter and mentioned herein below:

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Electronic folios:

(a) Visit the link https://ris.kfintech.com/clientservices/postalballot/

(b) Select the Company name (3M India Limited)

(c) Shareholder to enter DPID-CLID / Folio No. and PAN

(d) Shareholder to enter the email id and Mobile No.

(e) System will check the authenticity of the client id and PAN and send the different OTPs to

Mobile and Email to Validate.
(f) Shareholder to enter the OTPs received by SMS and Email to complete the validation
process. (OTPs will be valid for 5 min. only).
(g) System confirms the email id for the limited purpose of serviced postal ballot notice.
(h) System will send the notice & procedure for e-voting to the email given by shareholder

Physical folios:

(a) Visit the link https://ris.kfintech.com/clientservices/postalballot/
(b) Select Company name
(c) Shareholder to enter physical Folio No and PAN
(d) If PAN is not available in the records, shareholder to enter one of the Certificate No.
(e) Shareholder to enter the email id and Mobile No.
(f) System will check the authenticity of the Folio No. and PAN/Certificate No and send the

different OTPs to Mobile and Email to Validate. Shareholder to enter the OTPs received by

SMS and Email to complete the validation process. (OTPs will be valid for 5 min. only).
(g) If PAN is not available, system will prompt to upload the duly signed scan copy of the PAN.
(h) System will confirm the registration of email id.
(i) System will send the notice & procedure for e-voting to the “email” given by shareholder.

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 the Password to enable e-voting for this Postal
Ballot. In case of any queries, shareholder may write to [e-mail] OR

[e-mail].

During the voting period, members can login to KFIN’s e-voting platform any number of times till
they have voted on all the resolutions. Once the vote on a resolution is cast by a member, whether
partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote
again.

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

8

EXPLANATORY STATEMENT

(Pursuant to Sections 102(1) and 110 of the Companies Act, 2013)

The following Explanatory Statement are furnished in respect of all the Special Business of the Postal
Ballot Notice:

Item No.1:

Ms. Radhika Govind Rajan (DIN: 00499485), aged 64 years, was appointed as an Independent Director
of the Company in the financial year 2015-16 for period of five years with effect from May 27, 2016 to
May 26, 2021.

As per the provisions of Section 149 of the Companies Act, 2013 and the Rules made there under, an
Independent Director can be re-appointed for a second term of maximum 5 (five) years by obtaining
approval of the Members by way of a Special Resolution and on disclosure of such re-appointment in the
Board’s Report. Also, Schedule IV of the Act inter-alia provides for carrying out of Performance
Evaluation by the Board before extending the term of the Independent Director.

Ms. Radhika Govind Rajan has given Declarations to the Board that she meets the criteria of

independence as provided under Section 149(6) of the Companies Act, 2013 (“the Act”). In the opinion

of the Board, she fulfills the conditions specified in the Act and the Rules framed thereunder for
re-appointment as Independent Director and is independent of the Management.

The Board of Directors of the Company, at its Meeting held on Wednesday, February 10, 2021 based on
the recommendations of the Nomination and Remuneration Committee and on the basis of Performance
Evaluation of Independent Directors has, subject to the approval of the Members of the Company, have
approved the re-appointment of Ms. Radhika Govind Rajan as an Non-Executive Independent Director
for a second term of five(5) years with effect from Friday, March 27, 2021. During her tenure of
appointment, she is not be liable to retire by rotation as provided under Section 152(6) of the Companies
Act, 2013. As per the SEBI Regulations, she is also categorized as Women Independent Director.
Accordingly, a Special Resolution seeking re-appointment of Ms. Radhika Govind Rajan as an
Independent Director of the Company is included to be passed by the Members through Postal Ballot.

A copy of the draft letter for re-appointment of Independent Director setting out the terms and conditions
of her re-appointment is available for inspection by the Members at the Registered Office/Corporate
Office of the Company during the office hours on all working days other than on Saturdays and Sundays
till the last date for e-voting.

A brief profile of Ms. Radhika Govind Rajan is given below:

Ms. Radhika Govind Rajan, heads DSP Investments, the umbrella company of the Kothari Family Office,
in Mumbai, India. The Kothari portfolio comprises of Indian securities, fixed-income, corporate paper and
loans, and some angel and private equity investments. Previously, Ms. Radhika Govind Rajan was
President of TCG Advisory of the TCG Group, New York. In this capacity, Ms. Radhika Govind Rajan
conceived, set up, structured, and managed the operations of TCG’s offshore Indian Equities Funds for 7
years. Prior to joining the Fund in 2003, she advised TCG and several other private equity groups on various
companies and proposed investments in the US-India corridor. Ms. Radhika Govind Rajan is a US citizen
and long-term resident of New York, who relocated to India a few years earlier. She has focused on India
as an investment destination since 1999, when she became New York based Executive Vice-President of

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Mphasis. Prior to Mphasis, Ms. Radhika Govind Rajan worked as a Global Macro Proprietary Trader at
Chemical Bank (now JPMorgan)) Itochu, UBS, Bank of America, and Bank of Montreal where she created
and managed several profitable trading structures. As a global macro trader, she traded and took
proprietary positions in a range of currencies, cash, and options and in interest rate and commodity futures
and derivatives.

Ms. Radhika Govind Rajan holds an MBA degree from the Indian Institute of Management, Ahmedabad
and a MSc (Physics) degree from Indian Institute of Technology, Mumbai. She was a National Science
Talent Scholar through her Master’s degree. Ms. Radhika Govind Rajan is an invited author of “The Global

Internet Economy,” a book published by MIT Press in 2003. She is a charter member of TIE, the global

Entrepreneurs organization and served as an Executive Board Member of TIE Tristate for over 5 years.
TIE, a global association of entrepreneurs active in accelerating the globalization of Indian business.

Considering the experience and knowledge of Ms. Radhika Govind Rajan, the Board recommends the
Special Resolution as set out at Item No.1 of this Postal Ballot Notice for approval by the members of the
Company.

None of the Directors/Key Managerial Personnel or their relatives except Ms. Radhika Govind Rajan is
concerned or interested financially or otherwise in the resolution set forth in item no.1 is in the said
Resolution.

Information Pertaining to Directors seeking re-appointment as mentioned under Regulation 36(3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Secretarial
Standards:

Name of the Director

Ms. Radhika Govind Rajan

Director Identification Number (DIN)

00499485

Date of Birth and Age

April 23, 1956 (64 Years)

Date of First Appointment on the Board

May 27, 2016

Qualifications

MBA degree from the Indian Institute of
Management Ahmedabad and a MSc (Physics)
degree from Indian Institute of Technology,
Mumbai.

Expertise in Specific functional Area

General Management of Business, Forex
Management and Securities Market

No. of Board Meetings attended during the
period April 1, 2020 till date

Four (out of Four Meetings held)

Number of Shares held in the Equity Capital of
the Company

Nil

Directorships held in other Companies

1. Sonata Software Limited

2. Sonata Information Technology Limited

Memberships / Chairmanships of Committees
of Boards in Companies (Including 3M India
Limited)

1. 3M India Limited

• Audit Committee: Member

• Stakeholders Relationship Committee:

Member

• Risk Management Committee: Member

• Corporate Social Responsibility Committee:

Member

10

2. Sonata Software Limited

• Audit Committee: Member

• Stakeholders Relationship Committee:

Member

• Corporate Social Responsibility
Committee: Member

3. Sonata Information Technology Limited

• Audit Committee: Member

Remuneration last drawn (FY 2019-20)

Rs. 21,00,000/- (Sitting Fees and Commission)

Remuneration sought to be paid

Sitting Fees and Commission as approved by the
Board of Directors are within the limits of the
applicable laws.

Disclosure of relationships between
Directors/KMP inter-se

Nil

Indian Institute of Corporate Affairs data bank
registration number and validity

IDDB-DI-202002-005153 (valid from Feb 28,
2020 to Feb 27, 2025)

Item Nos. 2 & 3:

Based on the recommendations of the Nomination and Remuneration Committee, the Board at its
Meeting held on August 13, 2020 has appointed Ms. Mamta Janak Gore (DIN: 08792863) as an
Additional Director and Whole-time Director (designated as Whole-time Director and Chief Financial
Officer) of the Company for a period of 3 (three) years w.e.f. September 01, 2020 to August 31, 2023
(categorized as Executive Non- Independent Director) and who holds office upto the date of next Annual
General Meeting.

The appointment of Ms. Mamta Janak Gore is appropriate and in the best interests of the Company. The
approval of the members is being sought for the appointment and for the terms, conditions, and
stipulations for the appointment of Ms. Mamta Janak Gore as the Whole-time Director and the
remuneration payable to her. The terms and conditions fixed by the Board of Directors at its meeting
held on August 13, 2020 are keeping in line with the remuneration package that is necessary to
encourage good professional managers with a sound career record to important positions as that of the
Whole-time Director.

A copy of the letter of appointment as Whole-time Director setting out the terms and conditions of her
appointment is available for inspection by the Members at the Registered Office/Corporate Office of
the Company during the office hours on all working days other than on Saturdays and Sundays till last
date for voting.

The terms of appointment and remuneration as contained in the agreement are given below:

Period of Appointment: Three (3) years from September 01, 2020 to August 31, 2023.
Salary including allowances and Incentives (excluding Perquisites): Not exceeding Rs. 25 Lakhs per month

(Upper limit for her entire tenure of (Three) 3 years)
Perquisites: She will be entitled to all the perquisites listed herein below in addition to the Salary including
allowances and incentives mentioned above.
Personal Accident Insurance: In accordance with the rules of the Company as applicable to the senior
managers.

Club Fees: In accordance with the Rules of the Company as applicable to the senior managers.
Provident Fund: Contribution to Provident Fund in accordance with the Rules of the Company as

applicable to the senior managers, to the extent such contributions, either singly or put together are not
taxable under the Income Tax Act, 1961.

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Gratuity: In accordance with the Rules of the Company as applicable to the senior managers.
Other perquisites: She will be entitled to all other perquisites in accordance with the rules of the Company

as applicable to the senior managers. The perquisites stated shall be valued as per Income Tax Act, 1961,
wherever applicable, and in the absence of any provisions in the said Act, the perquisites shall be valued
at actuals.
Minimum Remuneration: Notwithstanding anything herein above stated, where in any financial year
during the currency of the tenure of Ms. Mamta Janak Gore, the Company incurs a loss or its profits are
inadequate, the Company subject to the approval of Central Government, if so required, shall pay the
same remuneration as stated above but subject to being within the overall limits on managerial
remuneration as provided under Section 197 of the Companies Act, 2013 and other applicable provisions
of the Companies Act, 2013 including any statutory modification or re-enactment thereof for the time
being in force , and the rules framed there under read with Schedule V to the said Act. The Board of
Directors shall communicate any revision in the terms of remuneration to Ms. Mamta Janak Gore for her
acceptance.
The Contract of service of Ms. Mamta Janak Gore is terminable with a notice period of 90 days on either
side.

She is not liable to retire by rotation.

No sitting fees shall be paid for attending the meetings of the Board of Directors or Committees thereof.

Accordingly, an Ordinary Resolutions seeking appointment of Ms. Mamta Janak Gore as Director and as
Whole-time Director of the Company is included to be passed by the Members through Postal Ballot.

A brief profile of Ms. Mamta Janak Gore is given below:

Ms. Mamta Janak Gore- aged 55 years, has over 26 years of diverse experience in the finance function
within 3M Company’s Middle East, Central Europe, and India Region Operations. Since 1994, held
positions of increasing responsibilities, with extensive exposure to areas such as P&L and Balance Sheet
management, financial planning and analysis, six sigma, forex management, strategic planning, project
management, team management, credit risk management, business transformation efforts through her
role as APL for RTR, culminating into her latest position as Finance Manager of 3M India Limited since

2018. She has experienced in the business side of operations during her role as Marketing Manager for
the Industrial & Transportation Group, where she handled the area of Market Research, Product Pricing,
Demand Planning, New Product Introductions, A&M budgets, and had overall responsibility of delivering
the planned top and bottom line for the group.

Ms. Mamta Janak Gore has previously worked with Martin Emprex (FarEast)Ltd. JebelAli, Dubai,
Inchcape Shipping Services (MMI) Dubai and K.M. Tanna & Co. Chartered Accountants, Bombay.

Ms. Mamta Janak Gore holds a Certificate course on Retail Management from the Indian Institute of
Management Ahmedabad and holds a Bachelor’s degree in Commerce (Honours), from Jaihind College,
University of Bombay and is a qualified Chartered Accountant and a member of the Institute of Chartered
Accountants of India.

Considering the experience and knowledge of Ms. Mamta Janak Gore, the Board recommends the
Ordinary Resolutions as set out at item nos. 2 and 3 of this Postal Ballot Notice for approval by the
members of the Company.

None of the Directors/Key Managerial Personnel or their relatives except Ms. Mamta Janak Gore is
concerned or interested financially or otherwise in the resolution set forth in Item Nos. 2 and 3 is in the
said Resolutions.

12

Information Pertaining to Directors seeking re-appointment as mentioned under Regulation 36(3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Secretarial
Standards:

Name of the Director

Ms. Mamta Janak Gore

Director Identification Number (DIN)

08792863

Date of Birth and Age

September 23, 1965 (55 Years)

Date of First Appointment on the Board

September 1, 2020

Qualifications

Certificate course on Retail Management from

Indian Institute of Management, Ahmedabad (IIMA).

Chartered Accountant from the Institute of
Chartered Accountants of India.
Bachelor of Commerce (Honours), Jaihind
College, University of Bombay.

Expertise in Specific functional Area

Finance and Corporate Management, Taxation,
Treasury, Mergers, and Acquisitions.

No. of Board Meetings attended during the
period April 1, 2020 till date (As CFO and as
Whole time Director and CFO)

Two (out of Two Meetings held till August 2020)
as CFO
Two (out of Two Meetings held after September

2020) as Whole time Director and CFO.

Number of Shares held in the Equity Capital of
the Company

Nil

Directorships held in other Companies

Nil

Memberships / Chairmanships of Committees
of Boards in Companies (Including 3M India
Limited)

3M India Limited

• Corporate Social Responsibility Committee:
Member

Remuneration last drawn (FY 2019-20 as CFO)

Rs. 4,05,21,080 (As Chief Financial Officer)

Remuneration sought to be paid

Not exceeding Rs. 25 Lakhs per month (upper
limit for her entire tenure of (Three) 3 years).
The remuneration as approved by the Board are
within the limits prescribed by the Companies
Act, 2013.

Disclosure of relationships between
Directors/KMP inter-se

Nil

Item No. 4:

Based on the recommendations of the Nomination and Remuneration Committee, the Board at its
Meeting held on August 13, 2020 has appointed of Mr. James Ernest Falteisek (DIN: 08792857) as an
Additional Director (categorized as Non-Executive Non- Independent Director) of the Company
w.e.f. September 01, 2020 and who holds office upto the date of next Annual General Meeting.

He is liable to retire by rotation. No sitting fees shall be paid for attending the meetings of the Board of
Directors or Committees thereof.

Accordingly, an Ordinary Resolution seeking appointment of Mr. James Ernest Falteisek as a Director of
the Company is included to be passed by the Members through Postal Ballot.

13

A brief profile of Mr. James Ernest Falteisek is given below:

Mr. James Ernest Falteisek, aged 55 years, is the Vice President, 3M Asia Corporate Affairs and Managing
Director of 3M Korea. Prior to this role, Mr. James Ernest Falteisek served as Vice President,
Commercialization, Consumer Business Group, St. Paul. He has over 33 years of diverse experience
worked in different capacities. He has affiliations with Business, Professional and Civic Organizations.

Mr. James Ernest Falteisek holds Master of Business Administration from University of St. Thomas, St.
Paul, Minnesota and Bachelor of Chemical Engineering from Education University of Minnesota, Twin
Cities. He is a Board Member of Park Square Theatre, St. Paul, MN and Board of Governors, AMCHAM
Korea.

Considering the experience and knowledge of Mr. James Ernest Falteisek, the Board recommends the
Ordinary Resolution as set out at item no.4 of this Postal Ballot Notice for approval by the members of
the Company.

None of the Directors/Key Managerial Personnel or their relatives except Mr. James Ernest Falteisek is
concerned or interested financially or otherwise in the resolution set forth in item no. 4 is in the said
Resolution.

Information Pertaining to Directors seeking re-appointment as mentioned under Regulation 36(3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Secretarial
Standards:

Name of the Director

Mr. James Ernest Falteisek

Director Identification Number (DIN)

08792857

Date of Birth and Age

September 12, 1965 (55 Years)

Date of First Appointment on the Board

September 1, 2020

Qualifications

Bachelor of Chemical Engineering from
Education University of Minnesota, Twin Cities
and Master of Business Administration from
University of St. Thomas, St. Paul, Minnesota.

Expertise in Specific functional Area

General Management of Business, Industry and
Marketing.

No. of Board Meetings attended from
September 1, 2020

Two (out of Two Meetings held after September

2020)

Number of Shares held in the Equity Capital of
the Company

Nil

Directorships held in other Companies

Nil

Memberships / Chairmanships of Committees
of Boards in Companies (Including 3M India
Limited)

3M India Limited

• Risk Management Committee: Member

Remuneration last drawn

NA

Remuneration sought to be paid

NA

Disclosure of relationships between
Directors/KMP inter-se

Nil

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