Yuken India Ltd. — Proxy Solicitation & Information Statement 2023

Nov 9, 2023

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YUKEN INDIA LIMITED
An ISO 9001:2015 Company
Manufacturers of Oil Hydraulic Equipment
IN COLLABORATION WITH YUKEN KOGYO CO. LTD., JAPAN.
CIN: L29150KA1976PLC003017
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. Taluk, Kolar District – 563 130.
Phone +91- 9731610341 Phone : +91 9845191995
Our Ref No: YIL/Sec/2023 E-mail: hmn_rao@yukenindia.com
Date: 9 [th] November 2023 Web: www.yukenindia.com
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The General Manager, The General Manager, Listing Compliance & Legal Regulatory, Listing Compliance & Legal Regulatory, BSE Limited, National Stock Exchange of India PJ Towers, Dalal Street, Limited Mumbai-400001. Exchange Plaza, Plot no. C/1, G Block, BSE Scrip Code: 522108 Bandra-Kurla Complex, Bandra (E), Mumbai – 400051 NSE Scrip Code: YUKEN

Dear Sir/Madam,

Sub: Disclosure under regulation 30 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 (“LODR”) – Notice of Postal ballot

Pursuant to regulation 30 of LODR, we enclose a copy of Postal Ballot notice (“Notice”) seeking approval of members for the following businesses:

1. To appoint Mr. T Parabrahman (DIN:01392252) as an Independent Director

2. To appoint Mr. K Chandrasekhar Sharma (DIN: 09505130) as an Independent Director

3. Approval of remuneration payable to Mr. CP Rangachar (Managing Director) for the period commencing from 1st May 2023 to 30th April 2025.

In compliance with the provisions of Sections 108, 110 and other applicable provisions of the Act, read with (i) Rule 20 and Rule 22 of the Rules, as amended; (ii) Regulation 44 of the Listing Regulations (iii) the SS-2 and (iv) MCA Circulars, the Company has provided Remote e-Voting facility only, to its Members to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. For this purpose, the Company has engaged the services of KFin Technologies Limited (“KFin”) as the agency to provide Remote e-Voting facility.

The timeline and key details for postal ballot process is as under:

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Cutoff date for determining eligibility of 8 [th] November, 2023
members to vote
Date of dispatch of notice to shareholders 9 [th] November 2023
E-voting commencement date and time Saturday, 11 [th] November 2023 – 09:00 AM
E-voting closure date and time Monday, 11 [th] December 2023 at 5:00 P.M
Declaration of results on or before Wednesday, December 13, 2023
E-voting agency KFin Technologies Limited
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This postal ballot notice will also be made available at the website of the Company at www.yukenindia.com and on the website of K-fintech at www.kfintech.com .

This is for your information & record.

FOR & ON BEHALF OF, YUKEN INDIA LIMITED

Digitally signed by VIGNESH P VIGNESH P Date: 2023.11.09 15:21:44 +05'30'

VIGNESH P COMPANY SECRETARY & COMPLIANCE OFFICER

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CIN: L29150KA1976PLC003017 Registered Office : No. 16-C, Doddanekundi Industrial Area II Phase, Mahadevapura, Bangalore-560048, Karnataka

Contact : +91 9731610341

Email : Vignesh.p@yukenindia.com ; Website: www.yukenindia.com

POSTAL BALLOT NOTICE

[Pursuant to Section 108, 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, each as amended and applicable Circulars issued by the Ministry of Corporate Affairs]

VOTING STARTS ON	VOTING ENDS ON
Saturday,11th November, 2023 at 9:00 a.m. (IST)	Monday, 11th December, 2023 at 5:00 p.m. (IST)

Notice is hereby given pursuant to the provisions of Section 110, and other applicable provisions of the Companies Act, 2013, as amended (the “Act”), read together with the Companies (Management and Administration) Rules, 2014, as amended (the “Management Rules”), General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022 and 11/2022 dated December 28, 2022, issued by the Ministry of Corporate Affairs, Government of India (the “MCA Circulars”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), that the resolutions appended below is proposed for following businesses:

1. To appoint Mr. T Parabrahman (DIN:01392252) as an Independent Director

2. To appoint Mr. K Chandrasekhar Sharma (DIN: 09505130) as an Independent Director

3. Approval of remuneration payable to Mr. CP Rangachar (Managing Director) for the period commencing from 1[st] May 2023 to 30[th] April 2025.

be passed by the members of the Company (as on the Cut-off Date), through postal ballot (the “Postal Ballot”) only by way of remote e-voting (“e-voting”) process.

An Explanatory Statement pertaining to the said resolution setting out the material facts and the reasons/rationale thereof form part of this Postal Ballot notice (“the Notice” or “the Postal Ballot Notice”).

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “LODR Regulations”) and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the postal ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company / depository participant(s). The details of the procedure to cast the vote forms part of the ‘Notes’ to this Notice.

The Board has appointed Mr. Abhishek Baradwaj AB, Practicing Company Secretary (FCS: 8908 & COP No. 13649) representing AAA & Co., Company Secretaries, as Scrutinizer (“Scrutinizer”) for conducting the Postal Ballot / e-voting process in a fair and transparent manner in accordance with the provisions of the Act and the rules made thereunder.

The Company has engaged the services of KFin Technologies Limited (“KFin”) as the agency to provide Remote e- Voting facility. The instructions for Remote e-Voting forms part of this Postal Ballot Notice.

The Postal Ballot Notice will also be placed on the website of the Company (www.yukenindia.com) and on the website of KFin i.e. www.kfintech.com.

The Postal Ballot Notice is being sent only by electronic mode, to those Members whose email addresses are registered with the Company/ Depositories, in accordance with the aforesaid MCA and SEBI Circular. Accordingly, - physical copy of the Postal Ballot Notice along with postal ballot form and pre paid business reply envelope is not being sent to the Members for this Postal Ballot process.

The communication of the assent or dissent of the Members would take place only through the Remote e-Voting system. Eligible Member, whose e-mail address is not registered with the Company/Depositories, are requested to follow the process provided in the Notes to receive this Postal Ballot Notice.

Members are requested to carefully read the instructions in this Postal Ballot Notice and record their assent (FOR) or dissent (AGAINST) only through the Remote e-Voting process not later than 5:00 p.m. (IST) on 11[th] December 2023. Remote e-Voting will be blocked by KFin immediately thereafter and will not be allowed beyond the said date and time.

After completion of scrutiny of the votes, the Scrutinizer will submit his Report to the Chairman of the Company or any person authorized by the Chairman. The results of the voting conducted through Postal Ballot (through the Remote e-Voting process) along with the Scrutinizer’s Report will be announced by the Chairman or such person as authorized, on or before 13[th] December, 2023. The same will be displayed on the website of the Company; www.yukenindia.com the website of KFin; www.kfintech.com and also shall be communicated to BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”), where the Company’s equity shares are listed and be made available on their respective websites.

The last date of e-voting, i.e. March 31, 2023, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority:

RESOLUTIONS (SPECIAL BUSINESS)

1. To Appoint Mr. T Parabrahman (DIN:01392252) as an Independent Director of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions of the Companies Act, 2013 (“Act”) read with the Rules framed thereunder, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“LODR Regulations”) (including any statutory modification or re-enactment thereof for the time being in force), the Articles of Association of the Company, approvals and recommendation of the Nomination and Remuneration Committee and that of the Board of Directors, Mr. T Parabrahman (DIN:01392252), who was appointed as an Additional Director in the capacity of an Independent Director with effect from 14[th] September 2023, who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the SEBI LODR Regulations, be and is hereby appointed as an Independent Director of the Company for a period of five years till 13[th] September, 2028 and that he shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to any committee of directors with power to further delegate to or any other Officer(s) / Authorized Representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution. ”

2. To Appoint Mr. K Chandrashekhar Sharma (DIN: 09505130) as an Independent Director of the Company.

To consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions of the Companies Act, 2013 (“Act”) read with the Rules framed thereunder, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“LODR Regulations”) (including any statutory modification or re-enactment thereof for the time being in force), the Articles of Association of the Company, approvals and recommendation of the Nomination and Remuneration Committee and that of the Board of Directors, Mr. K Chandrashekhar Sharma (DIN: 09505130), who was appointed as an Additional Director in the capacity of an Independent Director with effect from 14[th] September 2023, who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the SEBI LODR Regulations, be and is hereby appointed as an Independent Director of the Company for a period of five years till 13[th] September, 2028 and that he shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to any committee of directors with power to further delegate to or any other Officer(s) / Authorized Representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution. ”

3. To approve remuneration payable to Mr. CP Rangachar (Managing Director) for a period 1[st] May 2023 to 30[th] April 2025

“RESOLVED THAT pursuant to the provisions of Sections 197 and 198, read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, rules made thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and pursuant to the recommendation of the Nomination & Remuneration Committee and the Board of Directors, consent of the Members of the Company be and is hereby accorded for payment of existing remuneration (as detailed below) to Mr. CP Rangachar (DIN: 00310893) Managing Director of the Company who was re-appointed at the Annual General Meeting of the Company held on September 24, 2020 for a period of 5 years w.e.f 1[st] May 2020) for the remaining period of his present tenure i.e. for the period from 1[st] May 2023 to 30[th] April 2025:

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Basic salary In the scale of Rs. 5,80,000 – Rs. 7,00,000 per month with authority
to Nomination and Remuneration Committee and Board of
Directors of the Company to fix such annual increments as it
deems fit.
Commission on Net Profits As may be determined by the Board of Directors subject to overall
remuneration not exceeding 5% of the net profits of the Company.
Perquisites
Housing Free Furnished Accommodation.
Gas, Electricity, Water Actuals.
Medical reimbursement Self and Family at Actual.
Leave Travel Allowance Self and Family once a year. Actual reimbursement.
Club Fees Subject to a maximum of two clubs. No life membership.
Personal Accident Insurance As per Company’s rules
Provident Fund As per Company’s rules
Superannuation As per Company’s rules
Gratuity Half month’s salary for each completed year of service.
Motor Car Free use of car with driver
Telephone/Mobiles Free telephone at residence and mobile phone facility for self-use.
Earned Leave One month’s leave with full pay and allowances for every
completed 11 months of service
Encashment of Leave Leave accumulated and not availed of during his term as Managing
Director may be allowed to be encashed at the end of his term.
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“RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to the above resolutions.”

Registered Office: No. 16-C, Doddanekundi Industrial Area II Phase, Mahadevapura, Bangalore-560048, Karnataka CIN: L29150KA1976PLC003017 Email: Vignesh.p@yukenindia.com Website: www.yukenindia.com

By Order of the Board of Directors of Yuken India Limited

Vignesh P Company Secretary & Compliance Officer Place: Bangalore Date: 8[th] November 2023

Notes:

• 1) The relevant Explanatory Statement pursuant to Section 102 read with Section 110 of the Act and Rule 22 of the Rules setting out the material facts and reasons for the proposed Resolution of the Postal Ballot Notice is appended herein below for your consideration.

• 2) In compliance with the provisions of Section 108 and Section 110 of the Act read with Rules 20 and 22 of the Rules, Regulation 44 of the Listing Regulations, SS-2 and the MCA Circulars, the Company is pleased to provide Remote e-Voting facility to its Members, to enable them to cast their votes electronically. The detailed procedure with respect to Remote e-Voting is mentioned in note no. 18 of this Notice.

• 3) In compliance with the MCA Circulars, the Postal Ballot Notice along with the instructions regarding Remote e- Voting is being sent by electronic mode only to those Members whose names appear in the Register of Members / list of Beneficial Owners, maintained by the Company / Depositories as at close of business hours on 08[th] November, 2023 (i.e. Cut-off date), and whose e-mail IDs are registered with the Depository Participants (DPs) or with the Company or its Registrar and Transfer Agent as on the Cut-off date and will be sent to those member who will register their e-mail address in accordance with the process outlined in this Notice. For Members who have not registered their e-mail IDs, please follow the instructions given under point 18.

• 4) As per the MCA Circulars, physical copies of the Postal Ballot Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this postal ballot. Members are requested to provide their assent or dissent through Remote e-Voting only. The Company has engaged the services of KFin Technologies Limited (“KFin”) to provide Remote e-Voting facility to its members.

• 5) A copy of the Postal Ballot Notice is available on the website of the Company at www.yukenindia.com website of the stock exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of our e-Voting agency i.e. KFin

• 6) Technologies Limited (“KFin”) e-voting website at https://evoting.kfintech.com.

• 7) All documents referred to in the Postal Ballot Notice will also be available electronically for inspection, without any fee, to Members from the date of circulation of the Postal Ballot Notice up to the closure of the voting period. Members desirous of inspecting the documents referred to in the Notice or Statement may send their requests to vignesh.p@yukenindia.com or csyil@yukenindia.com or hmn_rao@yukenindia.com from their registered e-mail addresses mentioning their names, folio numbers/DP ID and Client ID, between the period 11[th] November, 2023 to 11[th] December, 2023.

• 8) To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Company in case the shares are held by them in physical form.

• 9) After sending the notice of Postal Ballot through email, an advertisement shall be published in English newspaper and Kannada newspaper, each with wide circulation in the district, where the Registered Office of the Company is situated, and also on the Company’s website: www.yukenindia.com

• 10) The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date i.e. 08[th] November 2023 . Members whose names appear in the Register of Members / List of Beneficial Owners as on the Cut-off Date shall only be considered eligible for the purpose of Remote e-Voting and those members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the Remote e-Voting process. Any person who is not a Member as on the Cut-off date should treat this Postal Ballot Notice for information purpose only.

• 11) Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/RTA/Depositories) shall be entitled to vote in relation to the aforementioned resolution in accordance with the process specified in this Postal Ballot Notice. A Member cannot exercise his vote by proxy on Postal Ballot.

• 12) The Remote e-Voting will commence on Saturday, 11[th] November, 2023 at 9:00 a.m. (IST) and will end on Monday, 11[th] December 2023 at 5:00 p.m. (IST). During this period, members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The Remote e-Voting will be blocked by NSDL immediately thereafter and will not be allowed beyond the said date and time.

• 13) Members are requested to cast their vote through the Remote e-Voting process not later than 5:00 p.m. IST on Monday, 11[th] December 2023, in order to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the Member. Once the votes on the Resolution are casted by the Member, the Member shall not be allowed to change these subsequently.

• 14) The Board of Directors of the Company has appointed Mr. Abhishek Baradwaj AB, Practicing Company Secretary (FCS: 8908 & COP No. 13649) representing AAA & Co, Company Secretaries, as Scrutinizer, to scrutinize the Postal Ballot through Remote e-Voting process in a fair and transparent manner. He has communicated his willingness for such appointment and will be available for the same.

• 15) The Scrutinizer will submit his report to the Chairman or any other person authorized by the Chairman after the completion of scrutiny and the result of the voting by postal ballot through the Remote e-Voting process will be announced by the Chairman, or such person as authorized, on or before Wednesday, 13[th] December, 2023. The Scrutinizer’s decision on the validity of the e-voting shall be final and binding.

• 16) 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 KFin www.kfintech.com immediately after the result is declared by the Chairman or any other person authorized by him, and the same shall be communicated to the Stock Exchanges, where the equity shares of the Company are listed. The results shall also be displayed on the notice board at the Registered Office of the Company.

• 17) The Resolution, if approved by the requisite majority through Postal Ballot, shall be deemed to have been passed on Monday, 11[th] December, 2023, i.e. the last date specified for receipt of votes through the Remote e-Voting process.

• 18) Process for those members whose e-mail ids are not registered with the Depositories/the Company for procuring user id and password and registration of e-mail ids for e-voting for the resolutions set out in this Postal Ballot Notice:

Registration of email addresses with KFin Technologies Limited (“KFin”):

To facilitate Members to receive this Postal Ballot Notice electronically and cast their vote electronically, the Company has made special arrangement with its Registrar and Share Transfer Agent, KFin, for registration of e-mail addresses. Eligible Members whose e-mail addresses are not registered with the Company/ DPs are required to provide the same to KFin, on or before 5:00 pm (IST) on 30[th] November 2023:

Procedure for registration of email id for receiving Postal Ballot Notice:

Investors can follow the following link for updating the Email id for Registration of Postal Ballot:

https://ris.kfintech.com/clientservices/postalballot/registration.aspx

Procedure for registration of email id with the Company/Depository Participants : Members are requested to register the same with their concerned DPs, in respect of electronic holding and with KFin, in respect of physical holding, by sending duly signed and completed Form ISR1 along with the supporting documents as stated therein. Members holding shares in physical form are requested to get their folio KYC complaint for smooth processing of the transactions Further, those Members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated/updated with their DPs / KFin to enable servicing of notices / documents / Annual Reports and other communications electronically to their e-mail address in future.

19) The instructions for Members for e-voting are as under:

E-Voting procedure for Individual shareholders holding securities in Demat:

As per the SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Method of Login individual shareholders holding the securities in demat mode directly from the website of depositories:

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NSDL CDSL
1) User already registered for IDeAS facility: 1) Existing user who have opted for Easi / Easiest
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NSDL CDSL	NSDL CDSL
1) User already registered for IDeAS facility:	1) Existing user who have opted for Easi / Easiest
i URL: https://eservices.nsdl.com ii Click on the “Beneficial Owner” icon under ‘IDeAS’ section. iii On the new page, enter User ID and Password. Post successful authentication, click on “Access to e-Voting”. iv Click on company name or e-Voting service provider and you will be re-directed to e- Voting service provider website for casting the vote during the remote e-Voting period. 2) User not registered for IDeAS e-Services i To register click on link: https://eservices.nsdl. com ii Select “Register Online for IDeAS” iii Proceed with completing the required fields. 3) User not registered for IDeAS e-Services i To register click on link: https://eservices.nsdl.com/SecureWeb/IdeasDirectRe g.jsp ii Proceed with completing the required fields. 4) By visiting the e-Voting website of NSDL i URL: https://www.evoting.nsdl.com/ ii Click on the icon “Login” which is available under ‘Shareholder/Member’ section. iii Enter User ID (i.e. 16-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. iv Post successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.	i URL:https://web.cdslindia.com/myeasinew/h ome/login/ or URL: www.cdslindia.com ii Click on New System Myeasi iii Login with user id and password. iv Option will be made available to reach e- Voting page without any further authentication. v Click on e-Voting service provider name to cast your vote. 2) User not registered for Easi/Easiest i Option to register is available at https://web.cdslindia.com/myeasinew/Regist ration/EasiRegistration ii Proceed with completing the required fields. 3) By visiting the e-Voting website of CDSL i URL:www.cdslindia.com ii Provide demat Account Number and PAN No. iii System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP where the e- Voting is in progress.

Method of Login for individual shareholders holding the securities in demat mode through their depository participants.

Shareholders can also login using the login credentials of their demat account through Depository Participant registered with NSDL/CDSL for e-Voting facility. Once logged in, you will be able to see e-Voting option. Click on e-Voting option and you will be redirected to NSDL/CDSL Depository site after successful

authentication. Click on company name or e-Voting service provider name and you will be redirected to e- Voting service provider website for casting your vote during the remote e-Voting period.

Important Note:

Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forgot Password option available at above mentioned website.

For technical Assistance

Members facing any technical issue in login can contact the respective helpdesk by sending a request on the email id’s or contact on the phone no’s provided below:

NSDL	CDSL
Email: evoting@nsdl.co.in Toll free No.: 18001020 990/180022 4430	Email: helpdesk.evoting@cdslindia.com Phone No:022- 23058738, 022-23058542-43

E-Voting procedure for Institutional Shareholders and shareholders holding securities in Physical form:

In compliance with Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 108, 110 and other applicable provisions of the Companies Act, 2013 read with the relevant Rules, the Company is pleased to provide e-voting facility to all its shareholders holding securities in physical form and to the Institutional Shareholders, to enable them to cast their votes electronically. The Company has engaged the services of KFin Technologies Limited for the purpose of providing e-voting facility to all its members.

1. The details of the process and manner for e-voting are given below:

2. a) Initial password is provided in the body of the email.

3. b) Launch internet browser and type the URL: https://evoting.kfintech.com in the address bar.

4. c) Enter the login credentials i.e. User ID and password mentioned in your email. Your Folio No./ DP ID Client ID will be your User ID. However, if you are already registered with KFin Technologies Limited for e-voting, you can use your existing User ID and password for casting your votes.

5. After entering the details appropriately, click on LOGIN.

6. You will reach the password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (09) and a special character (@, #, $, etc.). It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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

8. On successful login, the system will prompt you to select the EVEN i.e. 7748

9. On the voting page, the number of shares (which represents the number of votes) held by you as on the cut-off date will appear. If you desire to cast all the votes assenting/dissenting to the resolution, enter all shares and click ‘FOR’/ ‘AGAINST’ as the case may be or partially in ‘FOR’ and partially in ‘AGAINST’, but the total number in ‘FOR’ and/or ‘AGAINST’ taken together should not exceed your total shareholding as on the cut-off date. You may also choose the option ‘ABSTAIN’ and the shares held will not be counted under either head.

10. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat account.

11. Cast your votes 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 subsequently. During the voting period, you can login multiple times till you have confirmed that you have voted on the resolution.

12. Corporate/institutional members (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned image (PDF/JPG format) of certified true copy of 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 at and may also upload the same in the e-voting module in their login. The scanned image of the above documents should be in the naming format ‘CLIENT EVENT No.’

13. Members can cast their vote online from Saturday, 11[th] November, 2023 at 9:00 a.m. (IST) and will end on 11th December, 2023 at 5:00 p.m. (IST). Voting beyond the said date shall not be allowed and the e- voting facility shall be blocked.

14. For Members who have not registered their email addresses, kindly register the same and their mobile numbers at the link https://ris.kfintech.com/clientservices/postalballot/registration.aspx as the postal ballot form and any other documents will not be sent to them in physical mode. The same shall be sent only by email, in view of the Applicable Circulars.

15. In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for members and e-voting user manual available at the ‘download’ section of https://evoting.kfintech.com or call KFin on 1800 309 4001 (toll free).

General Guidelines for members: Institutional members (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. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e- mail to abhishek@alegal.co.in with a copy marked to premkumar.maruturi@kfintech.com

Explanatory statement pursuant to Sections 102(1) and 110 of the Companies Act, 2013

1. To Appoint Mr. T Parabrahman (DIN:01392252) as an Independent Director of the Company

Pursuant to Section 161 of the Companies Act, 2013, the Board at its meeting held on September14, 2023, appointed Mr. T Parabrahman (DIN:01392252) as an Additional Director in the capacity of Independent Director of the Company for a term of five (5) years with effect from 14[th] September 2023 to subject to the approval of the shareholders through special resolution.

The Company has received:

• a. consent in writing from Mr. T Parabrahman to act as Director in Form DIR 2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (‘Appointment Rules’),

• b. Intimation in Form DIR 8 in terms of the Appointment Rules to the effect that he is not disqualified under

• sub-section (2) of Section 164 of the Act, and

• c. a declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Act and under LODR Regulations

• d. Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, and NSE Circular No. NSE/CML/2018/24 dated June 20, 2018 that he has not been debarred from holding office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority.

• e. A notice in writing by a member proposing his candidature under Section 160(1) of the Act.

The Nomination and Remuneration Committee (“NRC”) had considered the profile of Mr. T Parabrahman and, the NRC recommended the candidature of Mr. T Parabrahman as Independent Director.

In the opinion of the Board, Mr. T Parabrahman fulfils the conditions for independence specified in the Act, the Rules made thereunder and the LODR Regulations and such other laws / regulations for the time being in force, to the extent applicable to the Company.

The Board noted that Mr. T Parabrahman’s skills, background and experience are aligned to the role and that Mr. T Parabrahman is eligible for appointment as an Independent Director. The Board was satisfied that the appointment of Mr. T Parabrahman is justified due to the following reasons:

• a. Mr. T Parabrahman has rick experience and expertise in manufacturing sector (Specifically in Machine tools industry)

• b. He has held varied roles and responsibilities predominantly in manufacturing sector

• c. His experience in Board of Directors and Management team of various Companies in Manufacturing sector

• d. His standing as a leader in Corporate world.

Further, Mr. T Parabrahman has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director of the Company. Mr. T Parabrahman has confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. Further Mr. T Parabrahman has confirmed that, he had not been a partner of a firm that had transactions during last three financial years with Yuken India Limited or its subsidiaries amounting to ten percent or more of its gross turnover.

A copy of the draft letter for the appointment of Mr. T Parabrahman as an Independent Director setting out the terms and conditions is available for inspection without any fee by the members at the Company’s registered office during normal business hours on working days up to Thursday, 30[th] November, 2023.

The resolution seeks the approval of members for the appointment of Mr. T Parabrahman as an Independent Director of the Company for a period of 5 years commencing from 14[th] September 2023 pursuant to Sections 149, 152 and other applicable provisions of the Act and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof) and he shall not be liable to retire by rotation.

All the material documents referred to in the Notice and Explanatory Statement such as the statutory forms etc. are available for inspection without any fee by the members at the Company’s registered office during normal business hours on working days from the date of dispatch of the notice up to the last date of voting, i.e. Monday, 11[th] December, 2023.

The profile and specific areas of expertise of Mr. T Parabrahman and other relevant information as required under SEBI LODR Regulations and SS-2 are provided as annexure. In compliance with the provisions of Section 149 read with Schedule IV to the Act and Regulation 17 of the LODR Regulations, the approval of the Members is sought for the appointment of Mr. T Parabrahman as Independent Director of the Company, as a special resolution as set out above.

No director, key managerial personnel or their relatives except Mr. T Parabrahman to whom the resolution relates is interested in or concerned with the resolution.

The Board recommends the special resolution set forth in this notice for the approval of Members.

2. To Appoint Mr. K Chandrashekhar Sharma (DIN: 09505130) as an Independent Director of the Company.

Pursuant to Section 161 of the Companies Act, 2013, the Board at its meeting held on September 14, 2023, appointed Mr. K Chandrashekhar Sharma (DIN: 09505130) as an Additional Director in the capacity of Independent Director of the Company for a term of five (5) years with effect from 14[th] September 2023 to subject to the approval of the shareholders through special resolution.

The Company has received:

• a. Consent in writing from Mr. K Chandrashekhar Sharma (DIN: 09505130) to act as Director in Form DIR 2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (‘Appointment Rules’),

• b. Intimation in Form DIR 8 in terms of the Appointment Rules to the effect that he is not disqualified under

• sub-section (2) of Section 164 of the Act, and

• c. A declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Act and under LODR Regulations

• d. Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, and NSE Circular No. NSE/CML/2018/24 dated June 20, 2018 that he has not been debarred from holding office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority.

• e. A notice in writing by a member proposing his candidature under Section 160(1) of the Act.

The Nomination and Remuneration Committee (“NRC”) had considered the profile of Mr. K Chandrashekhar Sharma and, the NRC recommended the candidature of Mr. T Parabrahman as Independent Director.

In the opinion of the Board, Mr. Mr. K Chandrashekhar Sharma fulfils the conditions for independence specified in the Act, the Rules made thereunder and the LODR Regulations and such other laws / regulations for the time being in force, to the extent applicable to the Company.

The Board noted that Mr. K Chandrashekhar Sharma’s skills, background and experience are aligned to the role and that Mr. K Chandrashekhar Sharma is eligible for appointment as an Independent Director. The Board was satisfied that the appointment of Mr. K Chandrashekhar Sharma is justified due to the following reasons:

• e. Mr. K Chandrashekhar Sharma has rick experience and expertise in manufacturing sector.

• f. He has held varied roles and responsibilities predominantly in manufacturing sector

• g. His experience Independent director and corporate advisor to manufacturing organisations. Also, mentor to senior executives and CXOs.

• h. His standing as a leader in Corporate world.

Further, Mr. K Chandrashekhar Sharma has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director of the Company. Mr. K Chandrashekhar Sharma has confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. Further Mr. K Chandrashekhar Sharma has confirmed that, he had not been a partner of a firm that had transactions during last three financial years with Yuken India Limited or its subsidiaries amounting to ten percent or more of its gross turnover.

A copy of the draft letter for the appointment of Mr. K Chandrashekhar Sharma as an Independent Director setting out the terms and conditions is available for inspection without any fee by the members at the Company’s registered office during normal business hours on working days up to Monday, 11[th] December, 2023.

The resolution seeks the approval of members for the appointment of Mr. K Chandrashekhar Sharma as an Independent Director of the Company for a period of 5 years commencing from 14[th] September 2023 pursuant to Sections 149, 152 and other applicable provisions of the Act and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof) and he shall not be liable to retire by rotation.

All the material documents referred to in the Notice and Explanatory Statement such as the statutory forms etc. are available for inspection without any fee by the members at the Company’s registered office during normal business hours on working days from the date of dispatch of the notice up to the last date of voting, i.e. Thursday, 30[th] November, 2023.

The profile and specific areas of expertise of Mr. K Chandrashekhar Sharma and other relevant information as required under SEBI LODR Regulations and SS-2 are provided as annexure. In compliance with the provisions of Section 149 read with Schedule IV to the Act and Regulation 17 of the LODR Regulations, the approval of the Members is sought for the appointment of Mr. K Chandrashekhar Sharma as Independent Director of the Company, as a special resolution as set out above.

No director, key managerial personnel or their relatives except Mr. K Chandrashekhar Sharma to whom the resolution relates is interested in or concerned with the resolution.

The Board recommends the special resolution set forth in this notice for the approval of Members.

3. To approve remuneration payable to Mr. CP Rangachar (Managing Director) for a period 1[st] May 2023 to 30[th] April 2025:

Mr. CP Rangachar was re-appointed as Managing Director of the Company for a period of 5 years with effect from 01st May, 2020 to 30th April 2025 vide resolution passed by the shareholders at the 44[th] Annual General Meeting of the Company held on 24[th] September 2020.

Owing to inadequacy of profits, his remuneration was fixed for the first 3 (Three) years of his appointment as per the provisions of Section 197 read with Schedule V of Companies Act, 2013 along with detailed disclosures in the Notice to the Annual General meeting as prescribed Section (II) (B) (iv) of Part II of Schedule V. The Board of Directors of the Company were authorized to fix such annual increment as it may deem fit during such period.

As recommended by the Nomination and Remuneration Committee, the Board of Directors of the Company had approved to increase the remuneration payable to Mr. C P Rangachar. The resolution passed in this regard resolved for annual increment in basic salary of Mr. C P Rangachar with effect from 01st May, 2023 from Rs. 5 lakhs to Rs. 5.80 lakhs per month in the scale of Rs. 3.5 lakhs to Rs. 7 lakhs.

It is proposed to provide the same minimum remuneration to Mr. C P Rangachar for the remaining period in his tenure – i.e from 1st May 2023 to 30th April 2025 if the profits of the Company is Inadequate.

In case of adequacy of profits, he shall be remunerated at 5% of Net profits of the Company. The Nomination & Remuneration Committee and the Board of Directors shall be authorized to fix such annual increments as it may deem fit.

Information as required under Section (II) (B) (iv) of Part II of Schedule V:

General Information

1. Nature of Industry : The Company is engaged in the business of design, manufacture, sale and servicing of hydraulic equipment like pumps, valves, power packs, machinery, components and accessories for various applications.

2. Date of Commencement of Commercial production: The Company commenced its commercial production on 1st May, 1978.

3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus – Not Applicable

4. Financial performance based on given indicators:

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Particulars 31.03.2023 31.03.2022
(INR in Lakhs) (INR in Lakhs)
Total Revenue 32,095.67 28,959.14
Expenditure before interest, depreciation and tax 29,545.45 25,846.51
Profit/(Loss) before interest, depreciation and tax 2,550.22 3,112.63
Finance cost 764.06 648.01
Depreciation 775.48 609.44
Profit/(Loss) Before Tax 1,010.68 1,855.18
Exceptional item 238.57 -
Profit before tax after exceptional item 1,249.25 1,855.18
Provision for Taxation (Net of deferred tax) 499.09 599.44
Profit/(Loss) After Tax 750.16 1,255.74
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1. Foreign investments or collaborations, if any: The Company has been established in collaboration with Yuken Kogyo Company Limited, Japan, one of the Promoters of the Company who hold 44.62% equity shares in the Company.

Information about the Mr. CP Rangachar:

1. Background details:

Mr. C P Rangachar is an Electrical Engineer from BITS, Pilani in the year 1964. He entered plastic business immediately after his graduation. He had extensive training in Plastics Technology in Europe, US & Japan. He was Involved in a wide range of activities including Technology Transfer, Capital Equipment and Collaborations.

In 1976, Promoted Yuken India Limited, Joint venture with Yuken Kogyo Co. Ltd, Japan, and functioned as its Director from inception and acted as Managing Director from 1978. During his tenure a Company has emerged as one of the leading manufacturers and suppliers of Hydraulics equipment in India. As a Managing Director he devoted his whole time and attention towards the business in the best interest of the Company and its stakeholders.

He is Promoter Chairman of SAI India Ltd, subsidiary of SAI s p a - Italy. Director on Board of other Limited/Private Companies. He is actively associated with various professional bodies.

He held/holding the following positions in various organizations:

• Past Member Industrial Development Bank of India - Southern Regional Advisory Committee – 1997 - 99.

• Past Chairman CII – Southern Region 1998-99,

• Past Chairman CII Fluid Power Division;

• Past Chairman CII - National Council for Small and Medium Industry

• Past President, Indian Machine Tool Manufacturers’ Association [IMTMA]

• Past President, IMTMA Machine Tool Industry Park.

• Independent Director in Natural Capsule Limited.

• Holding the Directorship in Grotek Enterprises Private Limited and Yuflow Engineering Private Limited, Subsidiary of Yuken India Limited.

• Holding the Directorship in Benefic Investment and Finance Company Private Limited, Bourton Consulting (India) Private Limited and Sai India Limited.

• Currently serving on Committees of IMTMA and CII Institute.

Mr. C P Rangachar is Organizer and Faculty for many Events, Seminars, Published several articles in India & abroad.

2. Past Remuneration:

Total Gross Remuneration drawn during 2022-23 – Rs.99.53 Lakhs

3. Job profile and his suitability

Mr. C P Rangachar promoted Yuken India Limited (YIL) in collaboration with Yuken Kogyo Company Limited (YKC), Japan, and has been its Managing Director since 1st May, 1978. During his tenure, Company has emerged as one of the leading manufacturers and suppliers of hydraulic machines in India and maintained its position in the industry. As Managing Director, he shall devote his whole time and attention towards the business in the best interests of the Company and its stakeholders.

1. Proposed Remuneration:

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Basic salary In the scale of Rs. 5,80,000 – Rs. 7,00,000 per month with authority
to Nomination and Remuneration Committee and Board of Directors
of the Company to fix such annual increments as it deems fit.
Commission on Net As may be determined by the Board of Directors subject to overall
Profits remuneration not exceeding 5% of the net profits of the Company.
Perquisites
Housing Free Furnished Accommodation.
Gas, Electricity, Water Actuals.
Medical reimbursement Self and Family at Actual.
Leave Travel Allowance Self and Family once a year. Actual reimbursement.
Club Fees Subject to a maximum of two clubs. No life membership.
Personal Accident As per Company’s rules
Insurance
Provident Fund As per Company’s rules
Superannuation As per Company’s rules
Gratuity Half month’s salary for each completed year of service.
Motor Car Free use of car with driver
Telephone/Mobiles Free telephone at residence and mobile phone facility for self-use.
Earned Leave One month’s leave with full pay and allowances for every completed
11 months of service
Encashment of Leave Leave accumulated and not availed of during his term as Managing
Director may be allowed to be encashed at the end of his term.
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5. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person

Since the Company falls under unique segment of Hydraulics, the comparative remuneration profile with respect to industry, size of the Company, profile of the position and persons are not available and hence not comparable. However, Companies of similar size are paying their Managerial Personnel above Rs. 10 lakhs per month.

6. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any:

Mr. C P Rangachar as an individual member and along with his family members, is holding less than 1% of equity shares of the Company.

In view of the above, approval of members is sought for payment of for payment of existing remuneration (as detailed hereinabove) to Mr. CP Rangachar for the remaining period of his present tenure i.e. for the period from 1[st] May 2023 to 30th April 2025:

None of the Directors or KMP except Mr. C P Rangachar and Mrs. Vidya Rangachar – Directors and their relatives interested in this resolution.

By Order of the Board of Directors of Yuken India Limited Vignesh P Company Secretary & Compliance Officer Place : Bangalore Date: 8[th] November 2023

Registered Office :

No. 16-C, Doddanekundi Industrial Area II Phase, Mahadevapura, Bangalore-560048, Karnataka CIN: L29150KA1976PLC003017 Email : vignesh.p@yukenindia.com Website : www.yukenindia.com

Additional information on director recommended for appointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable secretarial standards

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Mr. T Parabrahman Independent Director

Mr Parabrahman graduated in Mechanical Engineering from BMS Engineering College, Bangalore University in 1973.

He started his career at Bharat Fritz Werner an Indo German machine tool company in Bangalore. During his tenure of seventeen years at BFW, he held varied responsibilities and roles predominantly in manufacturing.

In later part of 1990, he joined Mysore Kirloskar as Vice President Customer Service and was later responsible for Marketing & Service. He helped MKL to improve the crank shaft grinding, CNC plunge grinding and internal grinding.

MKL became the market leader in precision grinding of auto components helping the industry to move away from machines from Japan and Europe.

Mr Parabrahman was a member of the core team responsible for the formation and setting up of Kirloskar Toyoda Textile Machinery Ltd (KTTM) the first joint venture between The Toyota and Kirloskar groups, at Jigani Bangalore. He was associated with the company from its very inception in 1995 as its Vice President Operations and was appointed as The CEO & MD in 2008. He retired from the company in July 2012 at the age of 62.

After retirement Mr Parabrahman took up active role and responsibility at National Association for The Blind Karnataka and he is currently the Hon Vice President.

Mr Parabrahman is an Independent Director on board of BFW & Trustee of Aluminium Casters Association of India, a member of CII Karnataka State Council.

He also advices and mentors few companies. He is currently the Hon Treasurer of Century Club one of the heritage clubs of Bangalore. He is associated with development of precision machine tools and textile machinery under the Government of India assisted projects at various IITs and institutions. He was the part of review committee for development of precision grinding machine by IIT Madras and shuttleless Loom by CMTI.

He is currently the chairman of project review committee for development of Twisting Machine by IIT Delhi.

Further details

Age	73 years
DIN	01392252
Nature of expertise in specific functional areas	Manufacturing technology, Leadership, Technical Sales, Marketing & Service.
Inter-se relationships with directors and key managerialpersonnelof Yuken IndiaLimited	NIL
Listed companies (other than Yuken) in which Mr. Parabrahman holds directorship and committeemembership	NIL

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Shareholding in the Company NIL
Key terms and conditions of appointment As per the resolution of this Notice read with the explanatory
statement thereto
Remuneration proposed to be paid Shareholders at the 43 [rd] AGM held on 3 [rd] September 2019
approved a sum not exceeding 1% of the net profit of the
Company per annum, calculated in accordance with the
provisions of Section 198 of the Companies Act, 2013, to be
paid and distributed among some or all of the non-executive
directors of the Company in a manner decided by the Board
for a period of 5 years commencing from 1 [st] April 2019.
Independent Directors are paid remuneration as per the
criteria set by the Board from time to time in accordance with
the shareholders’ approval at 43 [rd] AGM. The detailed criteria
are available in the Nomination and Remuneration Policy of the
Company.
Date of first appointment on Board, last drawn Not Applicable as it is his first appointment in Board of Yuken
remuneration and number of Board meetings India Limited.
attended
Membership in Board Committees other than NIL
Yuken
Listed entities s from which Mr. Parabrahman NIL
has resigned as Director in past 3 years
Skills and capabilities required for the role As detailed out in the explanatory statement above.
and the manner in which Mr. Parabrahman
meets such requirements
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Additional information on director recommended for appointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable secretarial standards

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K Chandrashekhar Sharma Independent Director

Mr. Chandrashekhar Sharma Independent director and corporate advisor to manufacturing organisations. Also, mentor to senior executives and CXOs. As former Vice President/Director, Kennametal India ltd (subsidiary of Kennametal Inc USA), a listed company in India; he was the Business Head for 12 years responsible for the P&L of 2 businesses a) Capital Equipment business for Machines & b) Industrial consumables business for Cutting tools.

He has a good understanding of Manufacturing Industries segments (Auto, Aero, Energy, Gen Engg, Rlys, Defence) in India, its business cycle, Capex & operational requirements and also have a keen Ability to Comprehend New Technology & Processes in manufacturing space.

He has Led a team of 350 people (including unionized), serving Domestic & International markets. Current engagements of Mr. K Chandrashekhar Sharma is as follows:

1. Independent & Non-Executive Director in board of

2. a. Micromatic Grinding

3. b. Ace Multi Axis Systems Ltd

4. c. Birla Precision and

5. d. Accurate Gauging

6. Technical & Management Advisor to Lohia Corp. Kanpur/Bangalore. (Lohia mfrs Textile machines for Plastic Woven fabric)

7. Mentoring owner Directors in XCEED Tooling Pvt Ltd, Mumbai, to professionalise their operations.

8. Supporting an NGO - Sparsha trust (NGO): As Governing Volunteer. This NGO supports underprivileged children (including housing into multidimensional facility), to mainstream them into society.

Mr. Chandrashekhar Sharma has completed B.E. (Mech.) from NIT Surat; MBA (Marketing) from IGNOU.

Further details

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Age 61 years
DIN 09505130
Nature of expertise in specific functional areas Manufacturing technology, Leadership, International Business &
Management.
Inter-se relationships with directors and key NIL
managerial personnel of Yuken India Limited
Listed companies (other than Yuken) in which Birla Precision Technologies Limited.
Mr. Chandrashekhar holds directorship and
committee membership
Shareholding in the Company NIL
Key terms and conditions of appointment As per the resolution of this Notice read with the explanatory
statement thereto
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Remuneration proposed to be paid Shareholders at the 43 [rd] AGM held on 3 [rd] September 2019
approved a sum not exceeding 1% of the net profit of the
Company per annum, calculated in accordance with the
provisions of Section 198 of the Companies Act, 2013, to be
paid and distributed among some or all of the non-executive
directors of the Company in a manner decided by the Board
for a period of 5 years commencing from 1 [st] April 2019.
Independent Directors are paid remuneration as per the
criteria set by the Board from time to time in accordance with
the shareholders’ approval at 43 [rd] AGM. The detailed criteria
are available in the Nomination and Remuneration Policy of the
Company.
Date of first appointment on Board, last drawn Not Applicable as it is his first appointment in Board of Yuken
remuneration and number of Board meetings India Limited.
attended
Membership in Board Committees other than NIL
Yuken
Listed entities s from which Mr. NIL
Chandrashekhar has resigned as Director in
past 3 years
Skills and capabilities required for the role As detailed out in the explanatory statement above.
and the manner in which Mr. Parabrahman
meets such requirements
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