Escorts Kubota : AGM Notice 2023

NOTICE

Notice is hereby given that 77th Annual General Meeting ("AGM") of the members of ESCORTS KUBOTA LIMITED ("Company") will be held through Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM") on Friday, July 14, 2023, at 12:00 Noon (Indian Standard Time) to transact the following business:-

ORDINARY BUSINESS:

1. To receive, consider and adopt:

1. the audited standalone financial statement of the Company for the financial year ended March 31, 2023, the reports of the Board of Directors and Auditors thereon; and
2. the audited consolidated financial statement of the Company for the financial year ended March 31, 2023, and the report of Auditors thereon.
   and, in this regard, to consider and if thought fit, to pass, with or without modification (s), the following resolution as an Ordinary Resolution:
   "Resolved That the audited standalone financial statement of the Company for the financial year ended March 31, 2023, and the report of Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.
   Resolved Further That the audited consolidated financial statement of the Company for the financial year ended March 31, 2023, and the report of Auditors thereon, as circulated to the Members, be and are hereby considered and adopted."

1. To declare a dividend on equity shares for the financial year ended March 31, 2023, and, in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
   "Resolved That a dividend at the rate of C7/- (Rupees Seven only) per equity share of face value of C10/- (Rupees Ten) each fully paid-up of the Company, as recommended by the Board of Directors, be and is hereby declared for the financial year ended March 31, 2023, and the same be paid out of the profits of the Company."
2. To appoint Ms. Nitasha Nanda (DIN: 00032660), who retires by rotation as a Director and, in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
   "Resolved That in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Ms. Nitasha Nanda (DIN: 00032660), who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company."
3. To appoint Mr. Yuji Tomiyama (DIN: 08779472), who retires by rotation as a Director and, in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
   "Resolved That in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Yuji Tomiyama (DIN: 08779472), who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company."

SPECIAL BUSINESS:

5. To ratify the remuneration of Cost Auditor for the financial year ending March 31, 2024 and, in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"Resolved That in accordance with the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration payable to M/s. Ramanath Iyer & Co., Cost Auditors (Firm Registration No. 000019), appointed by the Board of Directors as cost auditors, to conduct the audit of cost records of the Company for the financial year ending March 31, 2024 being C8,50,000/- plus applicable tax and reimbursement of out of pocket expenses that may be incurred by them in connection with the aforesaid audit, be and is hereby ratified."

6. To appoint Dr. Rupinder Singh Sodhi (DIN: 03179002) as an Non-Executive, Independent Director and, in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as a

Special Resolution:

"Resolved That pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') (including

any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Dr. Rupinder Singh Sodhi (DIN: 03179002), who has submitted a declaration that he meets the criteria for independence as provided under the Act and the SEBI Listing Regulations, and in respect of whom the Company has received a notice in writing, under Section 160 of the Act, from a member proposing his candidature for the office of Director, being eligible, be and is hereby appointed as an Independent Director, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from July 14, 2023 upto July 13, 2028 or upto the conclusion of the AGM to be held in the calendar year 2028, whichever is earlier.

Resolved Further That the Board of Directors of the Company be and are hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

By Order of the Board of Directors

For Escorts Kubota Limited

Sd/-

Satyendra Chauhan

Company Secretary

Place: Faridabad

Date: June 16, 2023

NOTES

1. The Ministry of Corporate Affairs ("MCA") has vide its circular dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, December 8, 2021 December 14, 2021, May 5, 2022 and December 28, 2022, (collectively referred to as "MCA Circulars") permitted convening the Annual General Meeting ("AGM" or "e-AGM") through video conferencing ('VC') or other Audio Visual Means ( 'OAVM') without the physical presence of the Members of the Company at a common venue. In accordance with MCA Circulars, provisions of the Companies Act, 2013 ('Act') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the AGM of the Company is being held through VC/ OAVM. The deemed venue for the AGM shall be the Registered Office of the Company.
2. The Explanatory Statement pursuant to Section 102(1) of the Act, setting out material facts concerning the Special Business to be transacted at the AGM, is annexed hereto and forms part of this Notice.
3. Pursuant to requirements of SEBI Listing Regulations in relation to corporate governance and the applicable Secretarial Standards, the information required to be provided in case of retiring by rotation/ seeking appointment, is set out at the Annexure I to this Notice.
4. The Company has engaged the services of National Securities Depository Limited (NSDL) as the Authorised Agency for providing remote e-voting facility/ e-voting/ Insta poll facility for casting the votes by the members using an electronic voting system and to provide VC facility for conducting the AGM.
5. Generally, a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. Since this AGM is being held through VC/ OAVM pursuant to the MCA Circulars, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed thereto.
6. 1. Since the AGM will be held through VC/ OAVM, the Route Map of the venue of the meeting is not annexed hereto.
   2. In terms of the provisions of Section 152 of the Act, Ms. Nitasha Nanda and Mr. Yuji Tomiyama, Directors, retire by rotation at this Meeting. The Board of Directors of

the Company commend their respective re-appointment. Ms. Nitasha Nanda and Mr. Yuji Tomiyama are interested in the Ordinary Resolutions set out at Item Nos. 3 and 4, respectively, of the Notice with regard to their re- appointment. The relatives of Ms. Nitasha Nanda and Mr. Yuji Tomiyama may be deemed to be interested in the resolutions set out at Item Nos. 3 and 4 respectively of the Notice to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors/ Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in the Ordinary Business set out under Item Nos. 1 to 4 of the Notice.

1. Members attending the AGM through VC/ OAVM shall be counted for the purpose of quorum under Section 103 of the Companies Act, 2013.
2. In compliance with the aforesaid MCA Circulars and SEBI Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/4 dated January 5, 2023, Notice of the AGM along with the Integrated Annual Report 2022-23 (IAR or Annual Report) is being sent through NSDL via electronic mode to those members whose email addresses are registered with the RTA/ Depositories. Members may note that the Notice and Annual Report will also be available on the Company's website www.escortsgroup.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively, and on the website of NSDL www.evoting.nsdl.com.
3. In order to enable the Company to comply with MCA circulars and to participate in the green initiative in Corporate Governance, members are requested to register their email addresses in respect of shares held in electronic form with their Depository Participant(s) and in respect of shares held in physical form by sending duly filled and signed Form ISR-1 available on Company's website at https://www.escortsgroup.com/investors/usefull-links/forms.html,to the Registrar and Share Transfer Agent of the Company - KFin Technologies Limited at Selenium Building, Tower-B, Plot No, 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddi, Telangana, India - 500032 or through electronic mode with e-sign by the following link: https://ris.kfintech.com/clientservices/isc/default.aspx#
4. For receiving all communication (including Integrated Annual Report) from the Company electronically:

1. 1. Members holding shares in physical mode and who have not registered/ updated their e-mail address with the Company are requested to register/ update the same in accordance with procedure mentioned in point no. 10.
   2. Members holding shares in dematerialised mode are requested to register/ update their e-mail address with the relevant Depository Participant.
2. The Institutional/ Corporate members intending to attend the AGM through authorised representatives are requested to send to NSDL/ Scruitinizer a certified true copy of the Board Resolution (PDF/ JPG format) authorizing their representative to attend the AGM through VC/ OAVM and vote on their behalf, by an email through its registered email address to pcs.jga@gmail.comwith a copy to evoting@nsdl.co.inalternatively, you can also upload the Board Resolution/ Power of Attorney/ Authority Letter etc. by clicking on "Upload Board Resolution/ Authority Letter" tab displayed under "E-voting" tab in your login.
3. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.

14. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, July 1, 2023 to Friday, July 14, 2023 (both days inclusive) for the purpose of payment of dividend.

The dividend proposed shall be paid within 30 days from the date of declaration.

The dividend after deduction of tax at source, if declared at the AGM, would be paid/ dispatched to those persons or their mandates:

1. 1. whose names appear as beneficial owners as at the end of the business hours on June 30, 2023 in the list of beneficial owners to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) in respect of the shares held in electronic mode; and
   2. whose names appear as members in the Register of Members of the Company/ RTA after giving effect to valid share transmission/ transposition in physical form lodged with the Company on or before June 30, 2023.
2. The Securities and Exchange Board of India ("SEBI") has made it mandatory for all companies to use the bank account details of investors furnished by the Depositories/ available with the RTA for payment of dividend through National Electronic Clearing Services ("NECS") to the investors, wherever NECS and bank details are available. In the absence of NECS facilities, the Company will print the bank account details, if available, on the payment instrument for distribution of dividend. The Company will not entertain any direct request from members holding shares in electronic mode for deletion/ change in such bank account details. Further, instruction if any, already given by them in respect of shares held in physical form will not be automatically applicable to shares held in electronic mode. Members who wish to change such bank account details are therefore requested to advise their Depository Participant about such change, with complete details of bank account. In case the shares are held in physical form, please send NECS form available on our website www.escortsgroup.comso as to reach on or before the date of Book Closure fixed for payment of dividend to KFin Technologies Limited, Selenium Building, Tower B, Plot No. 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500032, Telengana; Phone: 040-67162222; Toll Free Number: 1800 309 4001 Email - einward.ris@ kfintech.com. Dividend warrants/ demand drafts will be dispatched to the registered address of the shareholders who have not updated their bank account details.
3. SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining

their demat accounts. Members holding shares in physical form can submit their PAN to the Company/ RTA.

17. To enable compliance with TDS requirement on Dividend, Members are requested to complete and/ or update their Residential Status, PAN, Category as per the Income Tax Act, 1961 with their Depository Participants or in

case shares are held in physical form, with the RTA by submitting form ISR-1 as mentioned in point no. 10 above.

18. (a) Due dates of transferring unclaimed and/ or unpaid dividend declared by the Company for the financial year ended March 31, 2016, and thereafter to Investor Education and Protection Fund Authority (IEPF):

Financial Year ended

March 31, 2016

March 31, 2017

March 31, 2018

March 31, 2019

March 31, 2020

March 31, 2021

March 31, 2022

Type of Dividend

Final

Final

Final

Final

Final

Final

Final

Date of declaration of Dividend

September 20, 2016

September 21, 2017

September 12, 2018

July 27, 2019

August 24, 2020

July 27, 2021

July 14, 2022

Last date for claiming unpaid/

unclaimed dividend

October 19, 2023

October 20, 2024

October 11, 2025

August 26, 2026

September 23, 2027

August 26, 2028

August 13, 2029

Members who have not encashed the dividend warrants so far in respect of the aforesaid periods, are requested to make their claim well in advance of the above due dates. Members are requested to check the details of unclaimed dividend amount, if any, on the Company's website www.escortsgroup. comunder Investor Information.

Members may please note that the unclaimed dividend in respect of the financial year ended March 31, 2016 must be claimed by the concerned members on or before October 19, 2023, failing which it will be transferred to the Investor Education

• Protection Fund Authority, in accordance with the relevant provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"). Members are requested to write to Company/ KFIN, for claiming unclaimed dividend.

IEPF Rules are applicable to the Company. The objectives of the IEPF Rules is to help the shareholders ascertain the status of their unclaimed amounts and overcome the problems due to misplacement of intimation thereof by post etc. In terms of the said IEPF Rules, the Company has uploaded the information since the financial year 2009-10 on the website of IEPF i.e. www.iepf.gov.inas well as on the Company's website www.escortsgroup.comunder Investor Information Section.

1. The Company has transferred the unpaid or unclaimed dividends declared up to March 31, 2015,

from time to time, to the IEPF established by the Central Government.

1. 1. Pursuant to IEPF Rules, the Company has, during the financial year 2022-23, transferred to the IEPF Authority all dividend which had remained unpaid or unclaimed for 7 (seven) consecutive years or more on the due date of transfer. Details of shares transferred to the IEPF are available on the website of IEPF i.e. www.iepf.gov.inas well as on the Company's website www.escortsgroup.comunder Investor Information Section.
   2. Members may note that shares as well as unclaimed dividends transferred to IEPF can be claimed back. Concerned members/ investors are advised to visit the website of www.iepf.gov.inor contact KFIN for lodging claim for refund of shares and/ or dividend from the IEPF.
2. Section 72 of the Act and Rule 19 of the Companies (Share Capital & Debenture) Rules, 2014 has extended nomination facility to individual shareholders holding shares in physical form. Shareholders are requested to avail the above facility by submitting prescribed Nomination Form SH-13 to the Company/ RTA. This form is also available on the Company's website www. escortsgroup.com.
3. Member(s) of the Company who are holding shares in physical form and have multiple accounts in identical name(s) or are holding more than one share certificate in the same name under different Ledger Folio(s) are requested to apply for consolidation of such folio(s).