MOTHERSON SUMI SYSTEMS LIMITED

1 MOTHERSON SUMI SYSTEMS LIMITED . CIN: L34300MH1986 PLC284510. Regd. Office: Unit 705, C Wing, ONE BKC, G Block, Bandra Kurla Complex, Bandra East, Mumbai 400051. E-mail Website Notice st Notice is hereby given that the 31 (Thirty first) Annual General (if any) and subject to such terms, conditions, amendments Meeting of the members of MOTHERSON Sumi SYSTEMS LIMITED is or modifications as may be required or suggested or imposed scheduled to be held on Monday, August 13, 2018 at 11:00 at by any such appropriate authorities, the existing set of Articles Ravindra Natya Mandir, Deshpande Maharashtra Kala Academy, of Association of the Company be and is hereby replaced, near (Sayani Road), Prabhadevi, Mumbai 400025 to transact the altered, modified and revised as per the new set of Articles of following business: Association, and the new set of Articles of Association be and is hereby approved and adopted as the Articles of Association ORDINARY BUSINESS: of the Company in the place and in entire exclusion and in 1.

2 To consider and adopt: entire substitution of the existing Articles of Association of the (a) the Audited Financial Statements of the Company for the Company with immediate effect. financial year ended March 31, 2018 together with reports RESOLVED FURTHER THAT the Board of Directors of the of the Board of Directors and Auditors thereon; and company be and is hereby authorized to perform all such (b) the Audited Consolidated Financial Statements of the acts, deeds and things that may be necessary, proper, Company for the financial year ended March 31, 2018 expedient or incidental for the purpose of giving effect to the together with the Report of the Auditors thereon. aforesaid resolution including but not limiting to the agree for 2. To declare a dividend on equity shares for the financial year terms, conditions, amendment and modification as may be ended March 31, 2018. required or suggested or imposed by any such appropriate authorities.. 3.

3 To appoint a Director in place of Mr. Laksh Vaaman Sehgal (DIN- 00048584), who retires by rotation and being eligible offers 6. To consider and if thought fit, to pass with or without himself for re-appointment. modification(s), the following resolution as an Ordinary Resolution: SPECIAL BUSINESS: RESOLVED THAT pursuant to the provisions of Section 148(3). 4. To consider and if thought fit, to pass with or without and other applicable provisions (if any) of the Companies Act, modification(s), the following resolution as an Ordinary 2013 and the Companies (Audit and Auditors) Rules, 2014. Resolution: and the Companies (Cost Records and Audit) Rules, 2014. RESOLVED THAT pursuant to the provisions of Section 161 (including any statutory modification(s) or re-enactment(s). and other applicable provisions (if any) of the Companies thereof, for the time being in force), the remuneration payable Act, 2013 read with Companies (Appointment and to M/s. Vyas and Associates, Practicing Cost Accountants Qualification of Directors) Rules, 2014 (including any statutory appointed by the Board of Directors of the Company as the modification(s) or re-enactment(s) thereof for the time Cost Auditors to conduct the audit of the cost records of being in force) and applicable provisions of SEBI (Listing the Company for the financial year 2018-19, amounting to Obligations and Disclosure Requirements) Regulations, 2015.

4 ` 1,375,000 (excluding applicable taxes) in connection with the Mr. Shunichiro Nishimura (DIN-08138608), who was appointed aforesaid audit be and is hereby ratified and confirmed. by the Board of Directors as a Director of the Company with RESOLVED FURTHER THAT the Board of Directors of the effect from May 23, 2018 to fill the casual vacancy caused upon Company be and is hereby authorized to perform all acts and resignation of Mr. Toshimi Shirakawa, whose term of office was take all such steps as may be necessary, proper or expedient to due for retirement at ensuing Annual General Meeting, and in give effect to this resolution.. respect of whom the Company has received a notice in writing from a member pursuant to Section 160 of the Companies Act, By Order of the Board 2013, proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company and he will be Alok Goel liable to retire by rotation. Company Secretary Membership No.

5 FCS 4383. 5. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Place : NOIDA. Resolution: Date : June 02, 2018. RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013 Regd. Office: read with Companies (Incorporation) Rules, 2014 (including Unit 705, C Wing, ONE BKC, any statutory modification(s) or re-enactment(s) thereof for G Block, Bandra Kurla Complex, the time being in force) and subject to necessary registration Bandra East, approvals, consents, permissions and sanctions required Mumbai 400051. 4. Notice & 1 7/18/2018 10:19:46 AM. NOTES 9. Members wishing to claim dividends that remain unclaimed are 1. The relevant Explanatory Statement pursuant to Section 102 requested to correspond with the Registrar and Share Transfer of the Companies Act, 2013 ( Act ) setting out material facts Agents as mentioned above, or to the Company Secretary, at concerning the business under Item Nos.

6 4 to 6 of the Notice, is the Company's registered office. Members are requested to annexed hereto. note that dividends that are not claimed within seven years from the date of transfer to the Company's unpaid dividend 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL. account, will as per Section 124 of the Companies Act, 2013. GENERAL MEETING IS ENTITLED TO APPOINT ANOTHER. and the applicable rules made thereunder, be transferred to PERSON AS PROXY/PROXIES TO ATTEND AND VOTE ON A POLL. the Investor Education and Protection Fund ( IEPF ) established INSTEAD OF HIMSELF/HERSELF. THE PROXY NEED NOT BE A. by the Central Government. Shares on which dividend remains MEMBER OF THE COMPANY. unclaimed for seven consecutive years will be transferred to PROXIES IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED WITH the IEPF as per Section 124 of the Companies Act, 2013 and the THE COMPANY AT ITS REGISTERED OFFICE, DULY COMPLETED applicable rules made there under .

7 AND SIGNED, AT ANY time BUT NOT LESS THAN FORTY EIGHT. 10. The Securities and Exchange Board of India (SEBI) has mandated (48) HOURS BEFORE THE time OF COMMENCEMENT OF THE. MEETING. A FORMAT OF PROXY FORM IS ENCLOSED. PROXIES the submission of Permanent Account Number (PAN) by every SUBMITTED ON BEHALF OF COMPANIES, TRUSTS ETC. TO participant in securities market. Members holding shares in ATTEND AND VOTE AT THE AGM ON THEIR BEHALF MUST BE electronic form are, therefore, requested to submit their PAN to SUPPORTED BY CERTIFIED COPY OF THE BOARD RESOLUTION/ their Depository Participants with whom they are maintaining their AUTHORITY LETTER, AS APPLICABLE. demat accounts. Members holding shares in physical form can submit their PAN to the Company / Karvy Computershare Pvt. Ltd. 3. A person can act as a proxy on behalf of members not exceeding 50 (fifty) and holding in the aggregate not more than 11. Electronic copy of the Annual Report of the 31st Annual General ten percent of the total share capital of the Company carrying Meeting of the Company, inter-alia, indicating the process and voting rights.

8 A member holding more than ten percent of the manner of electronic voting ( e-voting') along with Attendance total share capital of the Company carrying voting rights may Slip, Proxy Form and Route Map is being sent to all the members appoint a single person as proxy and such person shall not act whose email IDs are registered with the Company/Depository as a proxy for any other person or member. Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who 4. Details required under the provisions of the Secretarial Standard have not registered their email address, physical copies of the on General Meetings issued by the Institute of Company Secretaries of India ( SS-2 ) and Regulation 36 of SEBI (Listing Notice of the 31st Annual General Meeting of the Company, and Disclosure Requirements) Regulations, 2015 including brief inter-alia, indicating process and manner of e-voting along with profile of Directors seeking appointment/re-appointment, are Attendance Slip, Proxy Form and Route Map is being sent in annexed hereto.

9 Permitted mode. 5. In case of joint holders attending the meeting, the Member whose 12. Members may note that Notice of the 31st Annual General name appears as the first holder in the order of names as per the Meeting of the Company, Annual Report, Attendance Slip, Register of Members of the Company will be entitled to vote. Proxy Form and e-voting instructions are also available on the Company's website 6. Members, Proxies and Authorised Representatives are requested to bring to the meeting, the Attendance Slip enclosed herewith, 13. All the material documents, Resolutions, Memorandum and duly completed and signed, mentioning therein details of their DP Articles of Association of the Company, Statutory Registers ID and Client ID / Folio No. along with their copy of Annual Report. etc. are open for inspection to the members during the office hour of all working day till the conclusion of the Annual General 7. Register of Members and Share Transfer Books of the Company Meeting at the registered office of the Company and/or in the will be closed from August 10, 2018 to August 13, 2018 (both manner as mentioned in the explanatory statement.)

10 Days inclusive) for the purpose of payment of dividend for the financial year ended March 31, 2018 and Annual General 14. The Members may note that the Board of Directors of the Meeting. Company in their meeting held on February 13, 2018 approved 8. Members holding shares in dematerialized form are requested Dividend Distribution Policy as provided by SEBI vide notification to intimate all changes pertaining to their bank details such as number SEBI/LAD-NRO/GN/2016-17/008 dated July 8, 2018. bank account number, name of the bank and branch details, and same is available at the Company's web-site, viz., www. MICR code and IFSC code, mandates, nominations, power of and also inclosed as Annexure-1 to Corporate attorney, change of address, change of name, e-mail address, Governance Report. In this respect, the National Stock contact numbers, etc., to their depository participant (DP). Exchange of India LIMITED vide its letter no. NSE/LIST/37445. Changes intimated to the DP will then be automatically reflected dated March 5, 2018 advised the Company to, inter-alia, include in the Company's records which will help the Company and a disclosure/ report to the members of the Company and submit the Company's Registrars and Transfer Agents, M/s.