Yuken India Ltd. — Proxy Solicitation & Information Statement 2020

Feb 20, 2020

I� ·. YUKEN INDIA LIMITED .e<.l,I An ISO 9001:2015 Company "" *Hdrauls Manufacturers of Oil Hydraulic Equipment e Veo, IN COLLABORATION WITH YUKEN KOGYO CO. LTD., JAPAN. \ CIN: L29150KA1976PLC003017* No. 16-C, Doddanekundi Regd. Office: Industrial Area, II Phase, Mahadevapura, Bengaluru - 560 048. Phone: +91-9731610341 Our Ref No: YIL/Sec/2020 Date: 20.02.2020 Factory: Phone E-mail: Web: PB No. 5, Koppathimma nahalli Village, Malur-Hosur Main Road, Malur Taluk, Kolar District - 563 160. +91 9845191995 hmn rao@vukenindia.com www.vukenindia.com	I� ·. YUKEN INDIA LIMITED .e<.l,I An ISO 9001:2015 Company "" *Hdrauls Manufacturers of Oil Hydraulic Equipment e Veo, IN COLLABORATION WITH YUKEN KOGYO CO. LTD., JAPAN. \ CIN: L29150KA1976PLC003017* No. 16-C, Doddanekundi Regd. Office: Industrial Area, II Phase, Mahadevapura, Bengaluru - 560 048. Phone: +91-9731610341 Our Ref No: YIL/Sec/2020 Date: 20.02.2020 Factory: Phone E-mail: Web: PB No. 5, Koppathimma nahalli Village, Malur-Hosur Main Road, Malur Taluk, Kolar District - 563 160. +91 9845191995 hmn rao@vukenindia.com www.vukenindia.com	I� ·. YUKEN INDIA LIMITED .e<.l,I An ISO 9001:2015 Company "" *Hdrauls Manufacturers of Oil Hydraulic Equipment e Veo, IN COLLABORATION WITH YUKEN KOGYO CO. LTD., JAPAN. \ CIN: L29150KA1976PLC003017* No. 16-C, Doddanekundi Regd. Office: Industrial Area, II Phase, Mahadevapura, Bengaluru - 560 048. Phone: +91-9731610341 Our Ref No: YIL/Sec/2020 Date: 20.02.2020 Factory: Phone E-mail: Web: PB No. 5, Koppathimma nahalli Village, Malur-Hosur Main Road, Malur Taluk, Kolar District - 563 160. +91 9845191995 hmn rao@vukenindia.com www.vukenindia.com	I� ·. YUKEN INDIA LIMITED .e<.l,I An ISO 9001:2015 Company "" *Hdrauls Manufacturers of Oil Hydraulic Equipment e Veo, IN COLLABORATION WITH YUKEN KOGYO CO. LTD., JAPAN. \ CIN: L29150KA1976PLC003017* No. 16-C, Doddanekundi Regd. Office: Industrial Area, II Phase, Mahadevapura, Bengaluru - 560 048. Phone: +91-9731610341 Our Ref No: YIL/Sec/2020 Date: 20.02.2020 Factory: Phone E-mail: Web: PB No. 5, Koppathimma nahalli Village, Malur-Hosur Main Road, Malur Taluk, Kolar District - 563 160. +91 9845191995 hmn rao@vukenindia.com www.vukenindia.com	I� ·. YUKEN INDIA LIMITED .e<.l,I An ISO 9001:2015 Company "" *Hdrauls Manufacturers of Oil Hydraulic Equipment e Veo, IN COLLABORATION WITH YUKEN KOGYO CO. LTD., JAPAN. \ CIN: L29150KA1976PLC003017* No. 16-C, Doddanekundi Regd. Office: Industrial Area, II Phase, Mahadevapura, Bengaluru - 560 048. Phone: +91-9731610341 Our Ref No: YIL/Sec/2020 Date: 20.02.2020 Factory: Phone E-mail: Web: PB No. 5, Koppathimma nahalli Village, Malur-Hosur Main Road, Malur Taluk, Kolar District - 563 160. +91 9845191995 hmn rao@vukenindia.com www.vukenindia.com	e |
			Factory: Phone PB No. 5, Koppathimma nahalli Village, Malur-Hosur Main Road, Malur Taluk, Kolar District - 563 160. +91 9845191995
Phone: +91-9731610341 Our Ref No: YIL/Sec/2020 Date: 20.02.2020	+91-9731610341
			E-mail: hmn rao@vukenindia.com
			Web:	www.vukenindia.com

To,

The General Manager,

BSE Script Code: 522108

Listing Compliance & Legal Regulatory, BSE Limited, P J Towers, Dalal Street, Mumbai-400001

Dear Sir/Madam,

Sub: Postal Ballot Notice:

With reference to the caption subject, please find enclosed postal ballot Notice together with the Explanatory Statement and Postal Ballot Form seeking 'Shareholders' approval for Amendment in Article l 01 of Articles of Association of the Company regarding Right of Foreign Collaborators to appoint Directors:

Calendar of events for the postal ballot is as follows:

SI. No. Event	SI. No. Event			Date
l Cut-off date 2 Last date for completion of dispatch of notice				14thFebruary, 2020 20thFebruary, 2020
3 VotinQ period beQinninQ date 4 VotinQ period end date				26thFebruary,2020 26thMarch, 2020
5 6	Date of submission of scrutinizer's report Date of announcement of result			On or before 28thMarch, 2020
				On or before 28thMarch, 2020

Copy of Postal Ballot notice is attached. We request you to kindly take the same on records.

Thanking you, Yours faithfully, For Yuken India Limited

�kHegde Company Secretary & Compliance Officer

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YUKEN INDIA LIMITED

CIN: L29150KA1976PLC003017

Regd. Office: No. 16-C, Doddanekundi Industrial Area, II Phase, Mahadevapura, Bengaluru – 560048 Tel +91 97316 10341

Email: vinayak.hegde@yukenindia.com ; Website: www.yukenindia.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013, read with, Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member (s),

NOTICE is hereby given pursuant to Section 110 of the Companies, Act 2013 (the “ Act ”), read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) and pursuant to other applicable laws & regulations, that the Special Business set out in the resolution appended below is proposed to be passed as Special Resolution by way of postal ballot / electronic voting (“ e-voting ”).

The explanatory statement pertaining to the said resolution setting out the facts concerning the items and the reasons thereof, as required in terms of Section 102 of the Act, is annexed hereto along with a postal ballot form (the “ Form ”) for your consideration.

The Company has appointed Mr. Abhishek Bharadwaj A B, a practicing Company Secretary, as the scrutinizer (“ Scrutinizer ”) for conducting the postal ballot / e-voting process in a fair and transparent manner in accordance with the Act.

Members of the Company are requested to carefully read the instructions printed on the Form, record your assent (for) or dissent (against) therein and return the same in original duly completed and signed in the attached self-addressed, postage pre-paid envelope (if posted in India) so as to reach the Scrutinizer not later than the close of working hours, i.e., 5:00 p.m. on Thursday, March 26, 2020.

Members may note that the Company is also providing e-voting facility to the members to enable them to cast their votes electronically instead of dispatching Forms. The Company has engaged the services of M/s. KFIN Technologies Private Limited (“KFIN”) to provide e-voting facility to its Members. Members will have the option to vote on the proposed resolution either by way of Postal Ballot or through e- voting. Members desiring to opt for e-voting are requested to read the instructions and follow the procedure for e-voting as stated in the notes to this Notice. In case a Member has voted through e-voting facility, he/she/it is not required to send the physical Form. In case Member(s) cast their votes through both the modes, only the vote cast through e-voting shall be considered by the Scrutinizer and the vote cast through physical postal ballot shall be considered invalid. Members cannot exercise votes by proxy on Postal Ballot. Members desiring to opt for e-voting as per facilities arranged by the Company are requested to read the notes to this Notice and instructions on the overleaf of the Form.

Upon completion of scrutiny of the postal ballots received in electronic and physical mode, the Scrutinizer will submit his report to the Chairman or Managing Director of the Company. The results of the postal ballot will be declared by a Director or the Company Secretary of the Company, on before 05.00 p. m Saturday, March 28, 2020 on the website of the Company viz.www.yukenindia.com and on the website of KFIN at https://evoting.karvy.com.

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SPECIAL BUSINESS:

Item No. 1:

AMENDMENT IN ARTICLE 101 OF ARTICLES OF ASSOCIATION OF THE COMPANY REGARDING RIGHT OF FOREIGN COLLABORATORS TO APPOINT DIRECTORS:

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

“ RESOLVED THAT pursuant to Section 14 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder and in terms of applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications or reenactment thereof for the time being in force), provisions of the Articles of Association, the existing Article 101- Right of foreign Collaborators to appoint Directors is hereby altered is as under:

1. Subject to the provisions of the Act, Messrs, Yuken Kogyo Company Limited, Japan, the foreign collaborator, shall, so long as it holds, either in its own name or in the name of any of its Associate paid up equity share capital of the Company amounting to not less than 25 per cent of the Equity Capital, have the right to appoint as its nominees 3 (Three) Directors to the Company's Board and to remove from such office any persons so appointed, and upon such removal to appoint any other person or persons in his or their stead.

“RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers or authorities herein conferred by this resolution, to any Director(s) or Company Secretary or to any other official of the Company or to any Committee of Directors or any other Officer(s)/ Authorized Representative(s) of the Company or to engage any advisor, consultant, agent or intermediary, as may be deemed necessary to give effect to this resolution.”

By order of the Board of Directors For Yuken India Limited

Place: Bengaluru Date: 08.02.2020

C P Rangachar Managing Director DIN: 00310893

REGISTERED OFFICE:

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

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NOTES:

1. An explanatory statement pursuant to the provisions of Sections 102 and 110 of the Companies Act, 2013, as amended, stating material facts and reasons for the proposed resolutions is annexed hereto.

2. The postal ballot notice is being sent to all the Members, whose names appear in the Register of Members/Statements of beneficial ownership maintained by the Depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as on the Cut-off date, i.e., on close of business hours on Friday, February 14, 2020. A person who is not a Member on the Cut-off should treat this notice, for information purposes only.

3. In accordance with the provisions of Section 101 of the Act, read with, Rules 18 and Rule 22 of the Companies (Management and Administration) Rules, 2014, this postal ballot notice is being sent by e-mail to those Members who have registered their e-mail address with the Company (in respect of shares held in physical form) or with their Depository Participants (DP) (in respect of shares held in electronic form) and made available to the Company by the Depositories. Members who have not registered their e-mail address will receive this postal ballot notice along with the postal ballot form through post.

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

5. In compliance with the provisions of Section 110 of the Act, read with, Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is offering e-voting facility to all its Members as an alternate mode to exercise their right to vote. For this purpose, the Company has appointed KFIN Technologies Private Limited (“KFIN”) for facilitating e-voting to enable the Members to cast their votes electronically. Please note that e-voting is optional.

6. Voting period commences on Wednesday, February 26, 2020 at 09.00 A.M and ends on Thursday, March 26, 2020 at 05.00 P.M (both days inclusive).

7. Kindly note that the Members can opt for only one mode of voting i.e., either by postal ballot or e- voting. If the Members opt for e-voting, then they should not vote by postal ballot and vice versa. However, in case Members cast their vote by postal ballot and e-voting, then voting done through e- voting shall prevail and voting done by postal ballot will be treated as invalid.

8. In case a Member is desirous of obtaining postal ballot in printed form or a duplicate one, the Member may write to the Company or send an e-mail to evoting@yukenindia.com. The Company shall forward the same along with self-addressed pre-paid postage Business Reply Envelope to the Member.

9. The postal ballot notice is also being uploaded on the Company’s website viz., www.yukenindia.com and of KFIN website viz., https //www.evoting.karvy.com.

10. All documents referred to in this postal ballot notice and explanatory statement setting out material facts are open for inspection by the Members at the Registered Office of the Company between 10.00 a.m. and 06.00 p. m on all working days (except Saturday, Sunday and Public Holidays) up to March 28, 2020.

11. The voting rights of the Members shall be in proportion to their shares in the total paid-up equity share capital of the Company as on Cutoff date Friday, February 14, 2020. The special resolution mentioned herein shall be declared as passed if the number of votes cast in its favour is not less than three times the number of votes cast against the special resolution.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 IN RESPECT OF SPECIAL BUSINESS SET OUT IN THE NOTICE:

Item No. 1:

Yuken India Limited (Hereinafter referred to “YIL”) was incorporated in collaboration with Yuken Kogyo Company Limited, Japan (Hereinafter referred to “YKC”). Currently, YKC holds 40% equity stake in the Company.

The present nominated directors are Mr. Hideharu Nagahisa and Mr. Hidemi Yasuki in YIL Board. Considering the current operations, to broad base and strengthen the existing Board of YIL, YKC has proposed to appoint one more director in YIL Board.

Pursuant to the provisions of clause 101 of the present Articles of Association of the Company permits to YKC to appoint only 2 directors on the Board of YIL. Hence, in order to appoint one more Director from YKC, the amendment of clause 101 of the present Articles of Association is required.

The Board of Directors at its meeting held on 08[th] February, 2020, subject to approval of members, has proposed to increase representative directors from YKC from 2 (Two) to 3 (Three) and recommended the amendment of Article – 101 - Right of foreign Collaborators to appoint Directors of the Articles of Association of the Company.

The Members are requested to approve the Amendment to Article 101 of Articles of Association of the Company as proposed at Item No. 01 in the postal ballot notice.

The Board is of the opinion that the aforesaid amendment to the Articles of Association is in the best interest of the Company and hence recommends Special Resolution for Item No.1 of this Postal Ballot Notice for approval of the members. A copy of the Articles of Association of the Company is available for inspection by the Members at the Registered Office of the Company between 10:00 A.M and 6:00 P.M on all working days (except Saturday, Sunday and Public Holidays) up to March 28, 2020.

Concern or interest, financial or otherwise of Directors and Key Managerial Personnel and their relatives:

Except Mr. Hideharu Nagahisa and Mr. Hidemi Yasuki – representative Directors from YKC, none of the (i) other Directors, (ii) Key Managerial Personnel (iii) relatives of the persons mentioned in (i) and (ii), are concerned or interested, financial or otherwise in the proposed resolution.

By order of the Board of Directors For Yuken India Limited

Place: Bengaluru Date: 08.02.2020

C P Rangachar Managing Director DIN: 00310893

REGISTERED OFFICE

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

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YUKEN INDIA LIMITED

Regd. Office: No. 16-C, Doddanekundi Industrial Area, II Phase, Mahadevapura, Bengaluru – 560048 CIN: L29150KA1976PLC003017 Tel +91 97316 10341 Email: vinayak.hegde@yukenindia.com ; Website: www.yukenindia.com

POSTAL BALLOT FORM

(Please read carefully the instructions printed overleaf before exercising your vote)

Serial No.:

Name and Registered address of the Sole/first named member Name(s) of the joint member(s) if any: Registered folio No. / DP & client ID No. (* Applicable to members holding shares in dematerialized form) Number of Equity shares held:

I / We hereby exercise my/our vote in respect of the resolutions to be passed through Postal Ballot/ e-voting for the business stated in the Notice dated 08.02.2020 of the Company by conveying my/our assent or dissent to the said resolutions by placing a tick (√) mark in the appropriate box below:

Item No.	Resolution Summary	No. of Equity shares held	Voting	Voting
			I/We assent to the resolution (FOR)	I/We dissent to the resolution (AGAINST)
1	Special Resolution:Amendment in Article 101 of Articles of Association of the Company regarding Right of Foreign Collaborators to appoint Directors:
Place: Date:

Signature of the Shareholder or Authorised Signatory

Last date for receipt of Postal Ballot Form by the Scrutinizer March 26, 2020. (05.00 p.m. IST)

ELECTRONIC VOTING PARTICULARS

The Company is pleased to offer E-voting facility as an alternate for the Shareholders of the Company, to enable them to cast their votes electronically instead of sending the Postal Ballot Forms to the Scrutinizer. The E-voting facility is available at the link: https://evoting.karvy.com. Detailed instructions for E-voting are given in note below.

Commencement of voting : From 9.00 a.m. (IST) on Wednesday, February 26, 2020. End of voting : Up to 5.00 p.m. (IST) on Thursday, March 26, 2020.

EVEN (E- Voting Event Number)	USER ID	PASSWORD/PIN
5224

Note: Please read instructions carefully before exercising your vote.

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THE PROCEDURE AND INSTRUCTIONS FOR E-VOTING ARE AS FOLLOWS (REMOTE E-VOTING):

In compliance with the provisions of Section 108, 110 of the Companies Act, 2013 read with Rule 20, 22 of the Companies (Management and Administration) Rules, 2014, as amended and the provisions of Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members are provided with the facility to cast their vote electronically on all resolutions set-forth in this Postal Ballot notice through e-voting platform provided by KFin Technologies Private Limited (Hereinafter referred to “KFIN”)

The Members may cast their votes using the electronic voting platform provided by KFIN.

• i. The remote e-voting facility will be available during the following period:

• a) Day, date and time of commencement of remote e-voting: Wednesday, February 26, 2020 at 9:00 a.m. (IST).

• b) Day, date and time of end of remote e-voting beyond which remote e-voting will not be allowed: Thursday, March 26, 2020 at 5:00 p.m. (IST).

• ii. The voting rights of the Members holding shares in physical form or in dematerialized form, in respect of e-voting shall be reckoned in proportion to their share in the paid-up equity share capital as on the cut-off date being Friday, February 14, 2020. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.

• iii. The Company is dispatching the Postal Ballot notice to the shareholders whose name is recorded as on February 14, 2020 in the Register of Members or in the Register of Beneficial Owners maintained by the depositories. Any person who acquires Shares of the Company and becomes Member of the Company after February 14, 2020 being the date reckoned for the dispatch of the Postal Ballot notice and holds shares as on the cut-off date i.e. February 14, 2020 may obtain the User Id and password in the manner as mentioned below:

• a) If the mobile number of the Member is registered against Folio No./ DPID Client ID, the Member may send SMS:

MYEPWD E-Voting Event Number +Folio number or DPID Client ID to +91-9212993399 Example for NSDL: MYEPWDIN12345612345678 Example for CDSL: MYEPWD1402345612345678

Example for Physical: MYEPWD XXXX1234567890

• b) If e-mail address or mobile number of the Member is registered against Folio No./DPID Client ID, then on the home page of https://evoting.karvy.com, the Member may click “Forgot Password” and enter Folio No. or DPID Client ID and PAN to generate a password.

• c) Member may call KFIN’s Toll free number 1-800-3454-001.

• d) Member may send an e-mail request to evoting@karvy.com.

• iv. The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by KFIN upon expiry of aforesaid period.

v. Details of Website: https://evoting.karvy.com

• vi. Details of persons to be contacted for issues relating to e-voting:

Mr. Prem Kumar,

KFin Technologies Private Limited,

Unit: Yuken India Limited,

KFIN Selenium Tower B, Plot 31-32, Gachibowli,

Financial District, Nanakramguda, Hyderabad – 500 032.

Tel. No.: +91 40 67162222/67161509;

Toll Free No.: 18003454001 Fax No.: +91 40 23001153;

E-mail: evoting@karvy.com/prem.kumar@kfintech.com

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

• viii. The procedure and instructions for remote e-Voting facility are as follows:

• A. In case of Members receiving email from KFIN:

• i. Open your web browser during the voting period and navigate to ‘https:// evoting.karvy.com’.

• ii. Enter the login credentials (i.e. User ID and password mentioned in the email). Your Folio No. or DP ID /Client ID will be your User ID. However, if you are already registered with KFIN for e-voting, you can use your existing User ID and password for casting your vote.

iii. After entering these details appropriately, click on “LOGIN”.

You will now reach password change menu wherein you are required to mandatorily change your login password in the new password field. The new password has to be minimum eight characters consisting of at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (like *, #, @, etc.). The system will prompt you to change your password and update your contact details like mobile number, email ID, etc., on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

iv. You need to login again with the new credentials.

• v. On successful login, the system will prompt you to select the E-Voting Event Number for Yuken India Limited. Event No. is “5224”.

• vi. If you are holding shares in Demat form and had logged on to https:// evoting.karvy.com and casted your vote earlier for any other Company, then your existing login id and password are to be used.

• vii. On the voting page, enter the number of shares (which represents the number of votes) as on the cutoff date i.e. February 14, 2020 under “FOR/ AGAINST” 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 as on the cut- off date.

viii. You may also choose the option “ABSTAIN” and the shares held will not be counted under either head.

• ix. Members holding multiple folios/ demat accounts shall choose the voting process separately for each of the folios/demat accounts.

• x. Voting has to be done for each item of the Notice separately. In case you do not desire to cast your vote on any specific item it will be treated as abstained.

• xi. You may then cast your vote by selecting an appropriate option and click on “Submit”. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you confirm, you will not be allowed to modify your vote.

• xii. During the voting period, Members can login any number of times till they have voted on the Resolution(s).

• xiii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRIs, etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter, etc., together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at e-mail ID: scrutinizer@yukenindia.com with a copy to evoting@karvy.com. They may also upload the same in the e-voting module in their login. The scanned image of the above-mentioned documents should be in the naming format “ Corporate Name_ EVENT NO.”

B. In case of Members receiving Notice by post:

• i. Initial password is provided at the bottom of the Attendance Slip

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

• C. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and e-voting User Manual for Members available at the download section of https://evoting.karvy.com or contact Mr. Prem Kumar of KFIN Technologies Private Limited at 040- 6716 1509 or at 1800-3454-001 (toll free).

• D. The Scrutinizer’s decision on the validity of the vote shall be final.

• E. Once the vote on a resolution stated in this notice is cast by Member through remote e-voting, the Member shall not be allowed to change it subsequently and such e-vote shall be treated as final.

• F. The Scrutinizer after scrutinizing the votes cast at the Meeting by Ballot and through remote e-voting, will make a consolidated Scrutinizer’s Report and submit the same forthwith not later than 48 hours of conclusion of the meeting to the Chairman of the Company or a person authorised by him in writing, who shall countersign the same.

• G. The Results declared along with the consolidated Scrutinizer’s Report shall be hosted on the website of the Company i.e. www.yukenindia.com and on the website of KFIN i.e. https://evoting.karvy.com. The results shall simultaneously be communicated to BSE Limited. The result shall also be displayed on the Notice Board at the Registered Office of the Company.

• H. The Resolutions shall be deemed to be passed subject to receipt of the requisite number of votes in favour of the Resolutions.

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INSTRUCTIONS :

1. A Shareholder desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the attached self-addressed Business Reply Envelope. Postage will be borne and paid by the Company. Postal Ballot Form(s) deposited in person or sent by post or courier at the expense of the Shareholder will also be accepted.

2. Alternatively, a Shareholder may vote through electronic mode as per the instructions for voting through electronic means provided in the Postal Ballot Notice sent herewith.

3. This Postal Ballot Form should be completed and signed by the Shareholder, as per the specimen signature registered with the Company/Depository Participant by the first named Shareholder and in his/her absence by the next-named Shareholder. Unsigned/Blank Postal Ballot Form will be rejected.

4. The voting must be accorded by recording the assent in the Column 'FOR' and dissent in the column 'AGAINST' by placing a tick mark (√) in the appropriate column of the Postal Ballot Form. Postal Ballot Form bearing a tick mark (√) in both the column will render the Form invalid. The assent or dissent received in any other form shall not be considered valid.

5. In the case of Companies, Trusts, etc. the duly completed Postal Ballot Form should be accompanied by a certified true copy of the Board Resolution/Authorization to the person voting on the postal ballot form. In case the Power of Attorney holder signs the Postal Ballot Form, reference of Power of Attorney registration by the Company should be mentioned in the Postal Ballot Form.

6. Duly completed Postal Ballot Form should be sent to the Scrutinizer- SCRUTINIZER, KFIN TECHNOLOGIES PRIVATE LIMITED, UNIT: YUKEN INDIA LIMITED, POST BOX NO. 436, BASAVANAGUDI, HPO, BENGALURU - 560004 , so as to reach him not later than 05.00 p. m on Thursday, March 26, 2020. Postal Ballot Forms received after this date will be strictly treated as if the reply from the Shareholder has not been received.

7. Shareholder may request for a duplicate Postal Ballot Form, if so required. However, the duly filled in duplicate Postal Ballot Form should reach the Scrutinizer not later than the date prescribed.

8. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Shareholders as on the cut-off date i.e. Friday, February 14, 2020. Any person who acquires shares of the Company and becomes Shareholder of the Applicant Company after the cut-off date for postal ballot and e-voting i.e. February 14, 2020 shall not be eligible to vote either through postal ballot or through remote e-voting.

9. Shareholders are requested not to send any other papers along with the Postal Ballot Form in the enclosed selfaddressed business reply envelope and any extraneous paper found in such envelope would be destroyed by the Scrutinizer and the Company will not be able to act on the same.

10. The votes of a Shareholder shall be considered invalid if:

11. a. A Postal Ballot Form other than one issued by the Company has been used;

12. b. Postal Ballot Form has not been signed by or on behalf of the Shareholder;

13. c. Shareholders Signature do not match with the specimen signature;

14. d. It is not possible to determine without any doubt the assent or dissent of the Shareholder;

15. e. Neither assent nor dissent is mentioned;

16. f. Any competent authority has given directions in writing to the company to freeze the Voting Rights of the Shareholder;

17. g. The envelope containing the postal ballot form is received after the last date prescribed; h. The postal ballot form, signed in a representative capacity, is not accompanied by a certified copy of the relevant specific authority;

18. i. The Postal Ballot Form is received defaced or mutilated in such a way that its identity as a genuine form cannot be established;

19. j. Shareholder has made any amendment to the resolution or imposed any condition while exercising his vote.

20. The Scrutinizer's decision on the validity of the Postal Ballot Form shall be final.

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