Yuken India Ltd. — AGM Information 2019

Aug 8, 2019

YUKEN INDIA LIMITED i"'�',, tiJC::�,._e.t,}.,� :-..'i ,,.� .. 1•l An ISO 9001 :2015 Company "Hydraulics Manufacturers of Oil Hydraulic Equipment Depe..ui,o,,,,""' IN COLLABORATION WITH YUKEN KOGYO CO. LTD., JAPAN. Cl N: L29150KA 197 6PLC003017 [ No. 16 -C, Doddanekundi PB No. 5 , Regd. Office: Industrial Area II Phase, Factory: Koppathimmanahalli Village, Mahadevapura, Malur-Hosur Main Road, Malur Bengaluru -560 048 . T aluk, Kolar District -563 130. Phone +91 -9731610341 Phone +91 9845191995 Our Ref No: YIL/Sec/2019 E-mail: hmn rao@vukenindia.com Date: 07[th ] August, 2019 Web: www.yukenindia.com

To,

BSE Script Code: 522108

The General Manager, Listing Compliance & Legal Regulatory,

BSE Limited, P J Towers, Dalal Street, Mumbai -400001 .

Dear Sir,

Sub: Notice of 43[rd ] Annual General Meeting (AGM), Book Closure and E-Voting:

Please take note that the 43[rd ] Annual General Meeting of the Company is scheduled to be held on Tuesday, 03[r][d] September, 2019 at 10.00 am at Hotel Ajantha, "Rohini Hall", 22A Mahatma Gandhi Road, Near Trinity Metro Station, Bengaluru -560 001

Further, we hereby inform that Cut-off date is 28[th ] August, 2019 for determining the name of members eligible for dividend on equity shares, if declared at the meeting and Register of Members and Share Transfer Books of the Company will remain closed from 29[th] August, 2019 to 03[rd ] September, 2019 (both days inclusive) for the purpose of AGM and declaration of dividend if any at the ensuing AGM. The Company agrees to ensure that the time gap between two book closures/record dates would be atleast 30 days.

E-voting shall commence on 30[th ] August, 2019 at 09 .00 am and will end on 02[nd ] September, 2019 at 05.00 pm.

The Company undertakes that the securities pending/ lodged for transfer will be transferred and dispatched within a month from the date of receipt.

AGM Notice is enclosed herewith.

Thanking you, Yours faithful!�, . . �[�] W .,/,.; /** , For Yuken India Limited � c;[\ ] ;: * (1/ )l�, f · · mayak Hegde Company Secretary & Complianc� officer _.** .-1_

YUKEN INDIA LIMITED

CIN: L29150KA1976PLC003017

Regd. Office: No. 16-C, Doddanekundi Industrial Area, II Phase, Mahadevapura, Bengaluru - 560 048. E mail Id: hmn_rao@yukenindia.com. Contact No. +91 9845191995/+91 9731610341 Website: www.yukenindia.com.

NOTICE

NOTICE is hereby given that the 43[rd] Annual General Meeting (AGM) of the Company will be held on Tuesday, 03[rd] September, 2019 at 10.00 am at Hotel Ajantha, “Rohini Hall”, 22-A, Mahatma Gandhi Road, Near Trinity Metro Station, Bengaluru – 560 001 to transact the following business:

A. ORDINARY BUSINESS:

1. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“ RESOLVED THAT the audited balance sheet as at 31[st] March, 2019, the statement of profit and loss, notes forming part thereof, the cash flow statement for the year ended on that date and the Consolidated Financial Statements, together with the Reports of the Board of Directors and the Auditors’ thereon as circulated to the Members and presented to the meeting be and the same are hereby approved and adopted.”

1. To declare a dividend on equity shares for the financial year ended 31[st] March, 2019.

2. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“ RESOLVED THAT Mrs. Vidya Rangachar (DIN: 02612252) Director, who retires by rotation and being eligible, offer herself for re - appointment, be and is hereby re- appointed as a Director of the Company.”

B. SPECIAL BUSINESS:

4. To ratify the remuneration of Cost Auditors:

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to Section 148 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), remuneration of Rs. 1,00,000 (Rupees One Lakh only) in addition to reimbursement of all applicable taxes, travelling and out of pocket expenses,

payable to M/s. Adarsh Sharma & Co., practicing Cost Accountants (Firm Registration No. 100880) who was reappointed as a Cost Auditor of the Company for the year 2019-20 by the Board of Directors of the Company, as recommended by the Audit Committee be and is hereby ratified.”

“ RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

5. To Re-appoint Capt. N S Mohanram (DIN: 02466671), as an Independent, Non - Executive Director of the Company for a term of 3 years:

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 Section 149, 150 and 152, and other applicable provisions of the Companies Act, 2013, and the Rules made thereunder (including any statutory modifications or re-enactments thereof, for the time being in force) read with Schedule IV of the Companies Act, 2013, and further pursuant to Regulation 16(1)(b) and Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and any other relevant circulars and modifications, if any issued by Securities and Exchange Board of India (“SEBI”) from time to time, approval of the members of the Company be and is hereby accorded for appointment of Capt. N S Mohanram (DIN: 02466671), notwithstanding that he has attained 75 (Seventy Five) years of age, as an Independent, Non-Executive Director of the Company who shall hold office for a term of 3 (Three) consecutive years from the conclusion of this Annual General Meeting and that he shall not be liable to retire by rotation.”

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“ RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

6. To Re-appoint Mr. R. Srinivasan (DIN: 00043658), as an Independent, Non - Executive Director of the Company for a term of 5 years:

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 Section 149, 150 and 152, and other applicable provisions of the Companies Act, 2013, and the Rules made thereunder (including any statutory modifications or re-enactments thereof, for the time being in force) read with Schedule IV of the Companies Act, 2013, and further pursuant to Regulation 16(1)(b) and Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and any other relevant circulars and modifications, if any issued by Securities and Exchange Board of India (“SEBI”) from time to time, approval of the members of the Company be and is hereby accorded for appointment of Mr. R Srinivasan (DIN: 00043658), notwithstanding that he has attained 75 (Seventy Five) years of age, as an Independent, Non-Executive Director of the Company who shall hold office for a term of 5 (Five) consecutive years from the conclusion of this Annual General Meeting and that he shall not be liable to retire by rotation.”

“ RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

7. To Re-appoint Dr. Premchander (DIN: 02278652) as an Independent, Non - Executive Director of the Company for a term of 5 years:

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 Section 149, 150 and 152, and other applicable provisions of the Companies Act, 2013, and the Rules made thereunder (including any statutory modifications or re-enactments thereof, for the time being in force)read with Schedule

IV of the Companies Act, 2013, and further pursuant to Regulation 16(1)(b) and Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and any other relevant circulars and modifications, if any issued by Securities and Exchange Board of India (“SEBI”) from time to time, approval of the members of the Company be and is hereby accorded for appointment of Dr. Premchander (DIN: 02278652), as an Independent, Non-Executive Director of the Company who shall hold office for a term of 5 (Five) consecutive years from the conclusion of this Annual General Meeting and that he shall not be liable to retire by rotation.”

“ RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

8. To approve the payment of remuneration to NonExecutive Directors:

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“ RESOLVED THAT in supersession of the resolutions previously passed by the shareholders in this regard and pursuant to the provisions of Sections 197, 198 and all other applicable provisions of 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), the non-executive directors of the Company (i.e., directors other than the Managing Director and/or the Whole-time Directors), remuneration to be paid, in addition to the sitting fee for attending the meetings of the Board of Directors or Committees thereof, as the Board of Directors may from time to time determine, not exceeding in aggregate one percent 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 for a further period of 5 (Five) years commencing from 1[st] April, 2019.”

“ RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

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9. To appoint Mr. Hidemi Yasuki (DIN: 08494981) as a Director of the Company:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“ RESOLVED THAT pursuant to provisions of Section 161 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, if any, Mr. Hidemi Yasuki (DIN: 08494981) who was appointed as an Additional Director by the Board of Directors, with effect from 19[th] July,2019 and holds office up to the date of this Annual General Meeting, be and is hereby appointed as Director of the Company and whose period of office

shall be liable to determination by retirement of Directors by rotation.”

By order of the Board of Directors For Yuken India Limited

Place: Bengaluru Date: 19[th] July,2019

C P Rangachar Managing Director (DIN: 00310893)

REGISTERED OFFICE

No. 16-C, Doddanekundi Industrial Area, II Phase, Mahadevapura, Bengaluru - 560 048.

NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on poll instead of himself/herself and such proxy need not be a member of the Company. The instrument appointing proxy in order to be effective should be lodged at the Registered Office of the Company not later than 48 hours before the time fixed for the meeting.

2. Cut-off date is 28[th] August, 2019 for determining the name of members eligible for dividend on equity shares, if declared at the meeting.

3. The Register of Members and the Share Transfer Books of the Company will remain closed from Thursday, 29[th] August, 2019 to Tuesday, 03[th] September, 2019 (both days inclusive) for determining the name of members eligible for dividend on equity shares, if declared/ approved at the meeting.

4. Shareholders seeking any information with regard to accounts are requested to write to the Company at least 15 days in advance from the date fixed for the Annual General Meeting to enable the Management to keep the information ready.

5. Members are requested to intimate to the Company changes, if any, in their registered addresses at an early date.

6. Members are requested to bring their attendance slip along with their copy of Annual Report to the Meeting.

7. Members holding shares in electronic form may note that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend through ECS. In case of any change in the bank particulars, kindly contact the respective depository accounts for effecting the changes.

8. Under section 124(5) of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of payment is required to be transferred to the Investor Education and Protection Fund of the Central Government and under Section 125 of the Companies Act, 2013, no claim shall lie against the Company or the said Fund, in respect of individual amount/s which remained unclaimed or unpaid for a period of seven years from the date of payment, and no payment shall be made in respect of any such claims.

Attention of the members is drawn to the provisions of Section 124(6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 which requires a Company to transfer in the name of IEPF Authority, all shares in respect of which dividends remain unpaid / unclaimed for 7 (seven) consecutive years or more. Members are advised to visit the web link: http://www. yukenindia.com/unclaimed-dividend/ to ascertain the details of shares liable for transfer in the name of IEPF Authority.

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1. Relevant documents referred to in the accompanying Notice are open for inspection by the members at the Registered Office of the Company on all working days between 11.00 am and 1.00 pm up to the date of the meeting.

2. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic format, therefore, are 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/Karvy.

3. Members who have not registered their e-mail addresses so far are requested to register their e-mail address to facilitate easy and faster dispatch of all communications including Annual Report, Notices, Circulars, etc., from the Company electronically.

12. PROCEDURE FOR E-VOTING

A. Voting through electronic means:

• i) In terms of the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (“the Rules”), as amended, Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 8 of the revised Secretarial Standards – 2 (SS - 2) of the Institute of Company Secretaries of India, the Company is providing e-voting facility to those who are the members as on 28[th] August, 2019 being the “cut-off Date” fixed for the purpose, to exercise their right to vote at the 43[rd] AGM by electronic means through the e-voting platform provided by Karvy Fintech Private Limited (Karvy). Members may transact the business through voting by electronic means. A person who is not a member as on the cutoff date should treat this Notice for information purposes only;

module shall be disabled by Karvy for voting thereafter and thus, remote e-voting shall not be allowed beyond 02[nd] September 2019, 5:00 p.m. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently or cast vote again;

• iii) The facility for voting through electronic voting system shall also be made available at the meeting and members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right at the meeting;

• iv) The members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again;

• v) In case of any queries and/or grievance, in respect of voting by electronic means members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https:// evoting.karvy.com (Karvy Website) or contact Mr. I. L. Murthy, Karvy Fintech Private Limited, [Unit: Yuken India Limited], Karvy Selenium, Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032 or at evoting@karvy.com or phone no. 040 – 6716 1592/1509/1508 or call Karvy’s toll free No. 1800-3454-001/ 1800-3454-2020/ 1800-34541999 for any further clarifications.

• vi) If you are already registered with Karvy for e-voting then you can use your existing user ID and password / PIN for casting your vote;

• vii) You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

The instructions for e-voting are as under:

• ii) The e-voting period commences on 30[th] August, 2019 at 09.00 AM to and ends on 02[nd] September 2019, 5:00 p.m. During the e-voting period, members of the Company, holding shares either in physical form or in dematerialized form, may cast their votes electronically. The e-voting

1. Instructions for Voting through electronic means are as under:

• A. In case a Member receives an email from Karvy [for Members whose email IDs are registered with the Company/Depository Participant(s)]:

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• (i) Open email and open PDF file viz. “remote e-voting.pdf” with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note that the password is an initial password.

• (ii) Launch internet browser by typing the following URL: https://www.evoting.karvy.com.

• (iii) Click on shareholder - Login

• (iv) Put user ID and password/PIN as initial password/PIN noted in step (i) above. Click Login.

• (v) Password change menu appears, change the password with new password/PIN of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

• (vii) Select “EVEN” i.e., E-Voting Event Number of 4762 .

• (viii) Now you are ready for remote e-voting as Cast Vote page opens.

• (ix) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

• (x) Upon confirmation, the message “Vote cast successfully” will be displayed.

• (xi) Once you have voted on the resolution, you will not be allowed to modify your vote.

• (xii) Shareholders holding multiple folios/demat account shall choose the voting process separately for each folios/demat account.

• (xiii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who is/are authorized to vote, to the Scrutinizer through

e-mail to scrutinizer@yukenindia.com with a copy marked to evoting@karvy.com.

• (xiv) The e-voting portal will remain open for voting from Friday, 30[th] August, 2019 at 09.00 A.M. and will end on Monday, 02[nd] September, 2019 at 5.00 P.M (both days inclusive).

• B. In case a Member receives physical copy of the Notice of Annual General Meeting for Members whose email IDs are not registered with the Company/Depository Participant(s) or requesting physical copy:

• (i) EVEN, User ID & Initial Password is provided at the bottom of the attendance slip.

• (ii) Please follow all steps from Sl. No. A (i) to Sl. No. A (xiii) above, to cast your vote.

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at downloads Section of www.evoting.karvy.com or call on toll free no. 1-800-3454-001 for any query.

A. Voting at AGM

The Members, who have not cast their vote through remote e-voting can exercise their voting rights at the AGM. The Company will make necessary arrangements in this regard at the AGM Venue. The facility for voting through electronic voting system (‘Insta Poll’) shall be made available at the Meeting.

1. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date 28[th] August, 2019.

2. Mr. Abhishek Bharadwaj A B - Practicing Company Secretary (Membership No. FCS 8908) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

3. The Scrutinizer shall within a period not exceeding 3 (three) working days from the conclusion of the e-voting period unblock the votes in presence of at least 2 (two) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

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1. The results shall be declared on or after the AGM of the Company. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.yukenindia.com and on the website of Karvy Fintech Pvt. Ltd. within 2 (two) days of passing of the resolutions at the AGM of the Company and communicated to the Stock Exchanges.

2. Electronic copy of the Notice of the 43[rd] Annual General Meeting of the Company inter-alia indicating the process and manner of e-voting along with Attendance Slip and

Proxy Form is being sent to all the members whose e-mail Ids are registered with the Company/Depository Participant(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their e-mail address, physical copies of the Notice of the AGM of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode.

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013:

Item No 4: To ratify the remuneration of Cost Auditors:

As recommended by the audit committee and the Board at its meeting held on 28[th] May, 2019, reappointed M/s. Adarsh Sharma & Co., (Firm Registration No. 100880) as cost auditors of the Company, in terms of section 148 of the Companies Act, 2013, and fixed a sum of Rs. 1,00,000/(Rupees One Lakhs Only) as remuneration payable for the financial year 2019-20, subject to ratification by the shareholder of the Company.

In terms of Section 148 (3) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules 2014, the remuneration payable to the Cost auditors, as recommended by the audit committee and approved by the Board of Directors, is required to be ratified by the shareholders of the Company at the ensuing AGM of the Company.

None of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the resolution as set out in item No. 4 of this notice.

The Directors, therefore, recommended the ordinary resolution, as set out in item No. 4 for ratification of remuneration payable to the Cost Auditors of the Company.

Item No 5: To Re-appoint Capt. N S Mohanram (DIN: 02466671), as an Independent, Non - Executive Director of the Company for a term of 3 years:

Capt. N S Mohanram (DIN: 02466671) was appointed as an Independent Director of the Company for a term of 5 years from 09.09.2014 to 08.09.2019 in accordance with the provisions of the Companies Act, 2013.

As per Section 149(10) of the Companies Act, 2013, an Independent Director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for re-appointment for a further term of 5 years on passing of a special resolution by the Company and that such appointment shall be disclosed in the Board’s Report.

Further, as per the new regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) (hereinafter referred to as SEBI Listing Regulations) Regulations, 2015, which is applicable effective from 01.04.2019, no listed entity shall appoint a person or continue the directorship of any person as a Non-Executive director who has attained the age of 75 (Seventy Five) years unless a special resolution is passed to that effect, in which case the statement annexed to the notice for such motion shall indicate the justification for appointing such a person.

Since Capt. N S Mohanram has attained the age of 75 years, his reappointment as Non-Executive, Independent Director in the Company is requires the approval of the shareholders through a special resolution.

Capt. N S Mohanram being eligible, has given his consent for his re-appointment for the second term of 3 (three) years commencing from the conclusion of this Annual General Meeting.

Capt. N S Mohanram is Graduate in B. Tech (Hons) in Naval Architecture from IIT, Khargapur and He has Post Graduate in warship Design from UK. In Indian Navy, he has designed a number of warships and other crafts. He has part of development of India’s indigenous major warship INS Godavari. He is an independent professional having very vast industrial experience in manufacturing sector.

The Board during its evaluation was appreciative of his valuable contribution at the Board deliberations and were of the view that his continued association would be of immense benefit to the Company considering his leadership quality and vast industrial experience. Based on the recommendation of the Nomination and Remuneration Committee at its meeting held on 28[th] May, 2019, the Board of Directors, subject to the approval of the shareholders, approved the re-appointment of Capt. N S Mohanram for a second term of 3 (Three) years commencing from conclusion of this Annual General Meeting.

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Accordingly, the Board recommends the resolution for reappointment of Capt. N S Mohanram as an Independent, Non- executive Director for the approval by the shareholders of the Company by way of Special Resolution.

The disclosures under Regulation 36(3) of SEBI-LODR and Secretarial Standards SS-2 of ICSI are appended.

None of the Directors, Key Managerial Personnel and their relatives other than Capt. N S Mohanram and his relatives are, in any way, concerned or interested in the said resolution.

Item No 6: To Re-appoint Mr. R. Srinivasan (DIN: 00043658), as an Independent, Non - Executive Director of the Company for a term of 5 years:

Mr. R. Srinivasan (DIN: 00043658) was appointed as an Independent Director of the Company for a term of 5 years from 09.09.2014 to 08.09.2019 in accordance with the provisions of the Companies Act, 2013.

As per Section 149(10) of the Companies Act, 2013, an Independent Director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for a further term of 5 years on passing of a special resolution by the Company and that such appointment shall be disclosed in the Board’s Report.

Further, as per the new regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) (hereinafter referred to as SEBI Listing Regulations) Regulations, 2015, which is applicable effective from 01.04.2019, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of 75 (Seventy Five) years unless a special resolution is passed to that effect, in which case the statement annexed to the notice for such motion shall indicate the justification for appointing such a person.

Since, Mr. R. Srinivasan has attained the age of 75 years, his reappointment as Non-Executive, Independent Director in the Company is requires the approval of the shareholders through a special resolution.

Mr. R. Srinivasan being eligible, has given his consent for his re-appointment for the second term of 5 (five) years commencing from the conclusion of this Annual General Meeting.

Mr. R. Srinivasan is Graduate in Mechanical Engineering B.E. (Hons.) and he has over 50 years of vast Industrial experience and He is also Management consultant.

The Board during its evaluation was appreciative of his valuable contribution at the Board deliberations and were of the view that his continued association would be of immense

benefit to the Company considering his leadership quality and vast industrial experience. Based on the recommendation of the Nomination and Remuneration Committee at its meeting held on 28[th] May, 2019, the Board of Directors, subject to the approval of the shareholders, approved the re-appointment of Mr. R. Srinivasan for a second term of 5 (Five) years commencing from conclusion of this Annual General Meeting.

Accordingly, the Board recommends the resolution for reappointment of Mr. R. Srinivasan as an Independent, Nonexecutive Director for the approval by the shareholders of the Company by way of Special Resolution.

The disclosures under Regulation 36(3) of SEBI-LODR and Secretarial Standards SS-2 of ICSI are appended.

None of the Directors, Key Managerial Personnel and their relatives other than Mr. R. Srinivasan and his relatives are, in any way, concerned or interested in the said resolution.

Item No 7: To Re-appoint Dr. Premchander (DIN: 02278652) as an Independent, Non - Executive Director of the Company for a term of 5 years:

Dr. Premchander (DIN: 02278652) was appointed as an Independent Director of the Company for a term of 5 years from 09.09.2014 to 08.09.2019 in accordance with the provisions of the Companies Act, 2013.

As per Section 149(10) of the Companies Act, 2013, an Independent Director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for a further term of 5 years on passing of a special resolution by the Company and that such appointment shall be disclosed in the Board’s Report.

Dr. Premchander being eligible, has given his consent for his re-appointment for the second term of 5 (five) years commencing from the conclusion of this Annual General Meeting.

Dr. Premchander is Post Graduate in M.sc Chemistry from Delhi University and Fellow member of Indian Institute of Management Ahmedabad and He is guest faculty in various Educational institutions in the subject of Mergers, Acquisitions and Restructuring, Project Finance, Valuations, etc.

The Board during its evaluation was appreciative of his valuable contribution at the Board deliberations and were of the view that his continued association would be of immense benefit to the Company considering his leadership quality, vast academic and industrial experience. Based on the recommendation of the Nomination and Remuneration Committee at its meeting held on 28[th] May, 2019, the Board

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of Directors, subject to the approval of the shareholders, approved the re-appointment of Dr. Premchander for a second term of 5 (Five) years commencing from conclusion of this Annual General Meeting.

Accordingly, the Board recommends the resolution for reappointment of Dr. Premchander as an Independent, Nonexecutive Director for the approval by the shareholders of the Company by way of Special Resolution.

The disclosures under Regulation 36(3) of SEBI-LODR and

Secretarial Standards SS-2 of ICSI are appended.

None of the Directors, Key Managerial Personnel and their relatives other than Dr. Premchander and his relatives are, in any way, concerned or interested in the said resolution.

Item No 8: To approve the payment of remuneration to

Non-Executive Directors:

Under the Act, directors have been entrusted with new responsibilities to make their role more objective. Keeping in view the enhanced role, responsibilities and duties of directors, it is considered appropriate that the remuneration payable to the Directors by the Company should commensurate with their increased role, responsibilities and duties.

Section 197 of the Act provides for payment of remuneration to the directors who are neither Managing Directors nor whole time Directors (i.e., non-executive directors) shall not exceed 1% of the net profits of the Company.

Based on the recommendation of the Nomination and Remuneration Committee at its meeting held on 28[th] May, 2019, The Board of Directors of the Company have, subject to the approval of members of the Company, proposed to remunerate to the Non-executive Directors (other than Managing Director/Whole time Director) may be paid remuneration not exceeding in aggregate one percent 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 for a further period of 5 (five) years commencing from 1[st] April, 2019.

The said remuneration to non-executive directors shall be in addition to the sitting fee payable to them for attending meetings of the Board and Committees thereof.

Save and except all the non-executive directors of the Company and their relatives, if any, to the extent of their shareholding, is interested. 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 resolution set out at Item No.8 of the Notice.

The Board recommends the Special Resolution set out at Item No.8 of the Notice for approval by the shareholders.

Item No.9: To appoint Mr. Hidemi Yasuki (DIN: 08494981)

as a Director of the Company:

Mr. Hidemi Yasuki has been appointed as Chairman & Additional Director on the Board of the Company with effect from 19[th] July, 2019. As per the provisions of Section 161(1) of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014, additional director appointed by the Board, shall hold office up to the date of next Annual General Meeting.

In view of the above, approval of members is sought for appointment of Mr. Hidemi Yasuki as Director on the Board of the Company and requested to approve the resolution set out in Item No.9 of the accompanied notice as an Ordinary Resolution.

The disclosures under Regulation 36(3) of SEBI-LODR and Secretarial Standards SS-2 of ICSI are appended.

None of the Directors, Key Managerial Personnel and their relatives other than Mr. Hidemi Yasuki and his relatives are, in any way, concerned or interested in the said resolution.

By order of the Board of Directors For Yuken India Limited

Place: Bengaluru Date: 19[th] July,2019

C P Rangachar Managing Director (DIN: 00310893)

8[|] Yuken India Limited

Details of Directors seeking appointment /re-appointment at the forthcoming AGM:

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Particulars Mr. R Srinivasan Capt. N S Mohanram Dr. Premchander
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Date of Birth	10/09/1941	10/04/1936	16/02/1954
Date of Appointment	29/06/1995	30/05/2005	30/05/2005
Qualifications	Graduate in Mechanical Engineering (BE Hons.)	ØB. Tech (Hons) in Naval Architecture from IIT, Khargapur. ØPost Graduate in Warship Design (UK) ØMBA (Faculty of Management Studies), New Delhi. ØPDMS Program (Standford University)	ØPost Graduate in M.sc Chemistry from Delhi University. ØFellow member of Indian Institute of Management (IIM), Ahmedabad. ØPh.D. - in Finance & Control.
Expertise	ØManaged Widia India Limited as Managing Director from 1981 to 1994 and transformed to become a market leader. ØPast Chairman of CII, Karnataka, Governing Council of CMTI, Bangalore. Past President of Greater Mysore Chamber of Commerce and IMTMA. ØFounder member of TQM Division started by CII in 1987. ØClosely associated with IMTMA and involved in establishing Bangalore International Exhibition Centre.	ØIn Indian Navy, he has designed a number of warships and other crafts. Developed India’s indigenous major warship INS Godavari. ØHe was Head of Divisions in Mukund Group. ØHe is recipient of major awards such as VKRV Rao Gold Medal and Das Gupta Gold Medal for standing first in MBA. ØVishist Seva Medal for designing INS Godavari from Rashtrapathi. ØPast President in TVS Suzuki Limited – 1991-93 ØDirector (Project) TVS Suzuki Limited to set up Mysore Plant in Karnataka. (now TVS Motor Company Limited) ØFIE award for Excellence of Engineering. ØFellow member of Indian National Academy of Engineering (INAE)	ØWorked as Officer – Commercial and Industrial Advances in State Bank of India. ØWorked as Manager - Management Systems & Development in Shrishma Fine Chemicals & Pharmaceuticals Limited. ØIn IIMB as Associate Professor- Finance & Control. ØGuest Faculty in various educational institutions.
Directorships held in other public companies	1. ACE Designers Ltd. 2. Kirloskar Oil Engines Ltd. 3. Murugappa Morgan Thermal Ceramics Ltd. 4. TTK Prestige Ltd. 5. Sundaram Fasteners Ltd. 6. Sterling Abrasives Ltd.,	NIL	NIL

Annual Report 2018-19 [|] 9

Details of Directors seeking appointment /re-appointment at the forthcoming AGM:

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Particulars Mr. R Srinivasan Capt. N S Mohanram Dr. Premchander
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Membership/Chairmanship of committees of other public companies	1.Sundaram Fasteners Ltd: -Audit Committee -Chairman -Nomination and Remuneration Committee - Member 2.Murugappa Morgan Thermal Ceramics Ltd: -Audit Committee -Chairman -Nomination and Remuneration Committee – Member 3.TTK Prestige Ltd: -Audit Committee –Member -CSR Committee – Member -Nomination and Remuneration Committee - Chairman -Risk Management Committee - Chairman 4.Kirloskar Oil Engines Ltd: -Audit Committee – Member -CSR Committee – Member 5.ACE Designers Limited: -Audit Committee - Member -Nomination and Remuneration Committee – Chairman 6.Sterling Abrasive Limited: - CSR Committee – Chairman	NIL	NIL
No. of Board Meetings attended during the year as a Director	6 (out of six meetings held)	5 (out of six meetings held)	4 (out of six meetings held)
Remuneration last drawn (FY 2018-19) (sitting fees and commission)	Rs. 5.49 Lakhs	Rs.5.09 lakhs	Rs.4.89 lakhs
Remuneration sought to be paid	Sitting fees as approved by the Board of Directors within the limits of the applicable laws and Commission as approved by the Board	Sitting fees as approved by the Board of Directors within the limits of the applicable laws and Commission as approved by the Board	Sitting fees as approved by the Board of Directors within the limits of the applicable laws and Commission as approved by the Board
No of shares held in the Company	NIL	NIL	NIL
Relationship with other Directors and Key Managerial Personnel of the Company	-	-	-

10[|] Yuken India Limited

Details of Directors seeking appointment /re-appointment at the forthcoming AGM:

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Particulars Mrs. Vidya Rangachar Mr. Hidemi Yasuki
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Date of Birth	10/10/1947	02/02/1960
Date of Appointment	30/03/2015	19/07/2019
Qualifications	Master of Arts	Graduated in Mechanical Engineering¸ from Kanto Gakuin University,
Expertise	Managing Director of Benefic Investment and Finance Company Private Limited.	He joined Yuken Kogyo Co., Ltd Japan, R&D Department in the Year 1982. After that he designated in various roles in Yuken Kogyo. Co Ltd. From June, 2017 onwards he was a Director of Yuken Kogyo Co., Ltd.
Directorships held in other public companies	NIL	NIL
Membership/Chairmanship of committees of other public companies	NIL	NIL
No. of Board Meetings attended during the year as a Director	6 (out of Six meetings held)	Not Applicable
Remuneration last drawn (FY 2018-19) (sitting fees and commission)	Rs.4.49 Lakhs	NIL
Remuneration sought to be paid	Sitting fees as approved by the Board of Directors within the limits of the applicable laws and Commission as approved by the Board	Sitting fees as approved by the Board of Directors within the limits of the applicable laws and Commission as approved by the Board
No of shares held in the Company	16,000 equity shares of Rs. 10/- each.	NIL
Relationship with other Directors and Key Managerial Personnel of the Company	Spouse of Mr. C P Rangachar – Managing Director	-

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Hotel Ajantha,
“Rohini Hall”
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Route Map to the venue of Annual General Meeting of the Company to be held on 03[rd] September, 2019 at Hotel Ajantha, “Rohini Hall”, 22-A, Mahatma Gandhi Road, Near Trinity Metro Station, Bengaluru – 560 001.

Annual Report 2018-19 [|] 11

12[|] Yuken India Limited

YUKEN INDIA LIMITED

CIN: L29150KA1976PLC003017

Regd. Office: No. 16-C, Doddanekundi Industrial Area, II Phase, Mahadevapura, Bengaluru - 560 048.

E mail Id: hmn_rao@yukenindia.com. Contact No. +91 9845191995/+91 9731610341 Website: www.yukenindia.com.

Form No. MGT-11

Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN	L29150KA1976PLC003017
Name of the Company	Yuken India Limited
Registered Office	16-C,Doddanekundi Industrail Area II Phase,Mahadevapura,Bengaluru – 560048.
Name of the Member
Registered Address
E-mail Id
Folio No./Client Id*
DP Id

I/We, being the member (s) of …………………..…. shares of the above named company, hereby appoint

1.	Name: ______Address: _________
	E-mail Id: ______Signature ___________ or failing him;
2.	Name: ______Address: _________
	E-mail Id: ______Signature ___________ or failing him;
3.	Name: ______Address: _________
	E-mail Id: ______Signature ____________

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 43[rd] Annual General Meeting of the Company, to be held on the 03[rd] day of September, 2019 at 10.00 a.m. at Hotel Ajantha, “Rohini Hall”, 22-A, Mahatma Gandhi Road, Near Trinity Metro Station, Bengaluru – 560 001 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.	Brief details of the Resolution	For**	Against
Ordinary Business
1	Adoption of Audited Financial Statements for theyear ended 31stMarch,2019.
2	Declaration of dividend on equityshares for the financialyear ended 31stMarch,2019.
3	Appointment of a Director in place of Mrs. Vidya Rangachar (DIN: 02612252) Director who retires by rotation and beingeligible,offers herself for re-appointment.
Special Business
4	To ratifythe remuneration of Cost Auditors.
5	To Re-appoint Capt. N S Mohanram (DIN: 02466671), as an Independent, Non - Executive Director of the Company for a term of 3years.
6	To Re-appoint Mr. R. Srinivasan (DIN: 00043658), as an Independent, Non - Executive Director of the Company for a term of 5years.
7	To Re-appoint Dr. Premchander (DIN: 02278652) as an Independent, Non - Executive Director of the Company for a term of 5years.
8	To approve thepayment of remuneration to Non-Executive Directors:
9	To appoint Mr. Hidemi Yasuki (DIN: 08494981) as a Director of the Company.
Affix Revenue Stamp of Re.1/- Signed this ...................... day of ................. 2019 ___ ___ Signature of Proxy holder(s) Signature of Shareholder

Note:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

2. Proxy need not be a member.

*Applicable only in case of investors holding shares in Electronic form

**Please tick anyone

YUKEN INDIA LIMITED

CIN: L29150KA1976PLC003017 Regd. Office: No. 16-C, Doddanekundi Industrial Area, II Phase, Mahadevapura, Bengaluru - 560 048. E mail Id: hmn_rao@yukenindia.com, Contact No. +91 9845191995/+91 9731610341

Website: www.yukenindia.com.

ATTENDANCE SLIP

(To be presented at the entrance)

I/We hereby record my/our presence at the 43[rd] Annual General Meeting of the Company held on Tuesday, 03[rd] September, 2019 at 10:00 A.M. at Hotel Ajantha, “Rohini Hall”, 22-A, Mahatma Gandhi Road, Near Trinity Metro Station, Bengaluru – 560 001.

Serial No :

Name and Address of Member :

Name (s) of the Joint Shareholders (s) If any :

Registered Folio No. / CL ID / DP ID No. : Number of shares held : Name of the Proxy / Representative :

Signature of the Member / Proxy / Authorized Representative

NAME OF THE HOLDER FOLIO/DPID/CLIENT ID NO. NO. OF SHARES

FOR ATTENTION OF MEMBERS

Members may please note the electronic voting particulars as set out below for the purpose of e-voting in terms of section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014. Detailed instructions for e-voting are given in the Annual General Meeting notice.

ELECTRONIC VOTING PARTICULARS

EVEN (E-Voting Event Number) USER ID PASSWORD / PIN

Note: Please follow the e-voting instructions mentioned in the Notice.