Escorts Limited CIN: L74899HR1944PLC039088 Registered Office: 15/5, Mathura Road, Faridabad – 121 003, Haryana, India Tel.: 0129 – 2250222, Fax: 0129 – 2250060 E-mail: [email protected] Website: www.escortsgroup.com NOTICE Notice is hereby given that 74th Annual General Meeting March 31, 2021, be paid a remuneration not exceeding (“AGM”) of the members of ESCORTS LIMITED (“Company”) ` 8.50 lacs plus applicable tax and reimbursement of out will be held through Video Conferencing (“VC”)/ Other of pocket expenses. Audio Visual Means (“OAVM”) at 10:00 a.m. (Indian Standard Time) on Monday, August 24, 2020, to transact the Resolved Further That the Board of Directors of the following business:- Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or A. ORDINARY BUSINESS: expedient to give effect to this resolution.” 1. To consider and adopt: (a) the audited standalone financial statement of the 5. To appoint Ms. Tanya Dubash (DIN 00026028) as an Company for the financial year ended March 31, Independent Director and in this regard, to consider and 2020, the reports of the Board of Directors and if thought fit, to pass with or without modification(s), the Auditors thereon; and following resolution as an Ordinary Resolution: (b) the audited consolidated financial statement of the “Resolved That pursuant to the provisions of Sections Company for the financial year ended March 31, 149, 150, and 152 read with Schedule IV and other 2020 and report of Auditors thereon. applicable provisions, if any, of the Companies Act, 2013 (“Act”), the Companies (Appointment and 2. To declare a dividend on equity shares. Qualification of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 3. To appoint a Director in place of Mr. Hardeep Singh (DIN 2015 (including any statutory modification(s) or re- 00088096), who retires by rotation and being eligible, enactment(s) thereof for the time being in force), offers himself for re-appointment. Ms. Tanya Dubash (DIN 00026028), who was appointed as an Additional Director pursuant to the provisions of B. SPECIAL BUSINESS: Section 161(1) of the Act and the applicable provisions 4. To approve the remuneration of the Cost Auditors for of the Articles of Association of the Company, with effect the financial year ending March 31, 2021 and in this from January 29, 2020 upto the date of ensuing Annual regard, to consider and if thought fit, to pass with or General Meeting, and who qualifies for being appointed without modification(s), the following resolution as an as a Director and in respect of whom the Company has “Ordinary Resolution”: received a notice in writing from a member proposing her candidature for the office of Director, be and is hereby “Resolved That pursuant to the provisions of Section appointed as an Independent Director of the Company 148 and other applicable provisions, if any, of the not liable to retire by rotation, for a period of 5 (five) Companies Act, 2013 and the Companies (Audit years from the date of her appointment by the Board of and Auditors) Rules, 2014 (including any statutory Directors of the Company i.e. January 29, 2020. modification(s) or re-enactment(s) thereof, for the time being in force), M/s. Ramanath Iyer & Co., Cost Auditors Resolved Further That the Board of Directors of the (Firm Registration No. 000019) appointed by the Board Company be and are hereby authorised to do all acts of Directors of the Company, to conduct the audit of the and take all such steps as may be necessary, proper or cost records of the Company for the financial year ending expedient to give effect to this resolution.” 1 6. To appoint Mr. Harish N. Salve (DIN 01399172) as an Resolved Further That the Board of Directors of the Independent Director and in this regard to consider and Company be and is hereby authorised to do all acts if thought fit, to pass with or without modification(s), the and take all such steps as may be necessary, proper or following resolution as an Ordinary Resolution: expedient to give effect to this resolution.” “Resolved That pursuant to the provisions of Sections 8. To appoint Mr. Yuji Tomiyama (DIN 08779472) as a Non- 149, 150 and 152 read with Schedule IV and other Executive Director and in this regard, to consider and if applicable provisions, if any, of the Companies Act, 2013 thought fit, to pass with or without modification(s), the (“Act”), the Companies (Appointment and Qualification of following resolution as an Ordinary Resolution(s): Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including “Resolved That pursuant to the provisions of Section 152 any statutory modification(s) or re-enactment(s) read with other applicable provisions of the Companies thereof for the time being in force), Mr. Harish N. Salve Act, 2013 (“Act”), the Companies (Appointment (DIN 01399172), who was appointed as an Additional and Qualification of Directors) Rules, 2014 and any Director pursuant to the provisions of Section 161(1) of other applicable laws, rules, regulations (including the Act and the applicable provisions of the Articles of any amendment(s), statutory modification(s) or re- Association of the Company, with effect from July 16, enactment(s) thereof for the time being in force), Mr. Yuji 2020 upto the date of ensuing Annual General Meeting, Tomiyama (DIN 08779472), who was appointed as an and who qualifies for being appointed as a Director and Additional Director in a non-executive capacity pursuant in respect of whom the Company has received a notice to the provisions of Section 161(1) of the Act and the in writing from a member proposing his candidature for applicable provisions of the Articles of Association of the the office of Director, be and is hereby appointed as an Company, with effect from July 16 2020, upto the date of Independent Director of the Company not liable to retire ensuing Annual General Meeting, who qualifies for being by rotation, for a period of 5 (five) years from the date appointed as a Director and in respect of whom the of his appointment by the Board of Directors of the Company has received a notice in writing from Kubota Company i.e. July 16, 2020. Corporation, a member of the Company, proposing his candidature for the office of Director, be and is hereby Resolved Further That the Board of Directors of the appointed as a Director of the Company in a non- Company be and are hereby authorised to do all acts executive capacity, liable to retire by rotation. and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” Resolved Further That the Board of Directors of the Company be and is hereby authorised to do all acts 7. To appoint Mr. Dai Watanabe (DIN 08736520) as a Non- and take all such steps as may be necessary, proper or Executive Director and in this regard, to consider and if expedient to give effect to this resolution.” thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution(s): NOTES: 1. The Explanatory Statement pursuant to Section 102(1) “Resolved That pursuant to the provisions of Section 152 of the Companies Act, 2013, (“Act”) which sets out read with other applicable provisions of the Companies details relating to Special Business at the Meeting, is Act, 2013 (“Act”), the Companies (Appointment annexed hereto. and Qualification of Directors) Rules, 2014 and any other applicable laws, rules, regulations (including 2. Pursuant to requirements of Securities and Exchange any amendment(s), statutory modification(s) or re- Board of India (Listing Obligations and Disclosure enactment(s) thereof for the time being in force), Mr. Dai Requirements) Regulations, 2015 in relation to corporate Watanabe (DIN 08736520), who was appointed as an governance and the applicable Secretarial Standards, Additional Director in a non-executive capacity pursuant the information required to be provided in case of to the provisions of Section 161(1) of the Act and the appointment/ re-appointment of Director, is set out at applicable provisions of the Articles of Association of the Annexure I to this Notice. the Company, with effect from July 16 2020, upto the date of ensuing Annual General Meeting, and who 3. In view of the continuing Covid-19 pandemic, the Ministry qualifies for being appointed as a Director and in respect of Corporate Affairs (“MCA”) has vide its circular dated of whom the Company has received a notice in writing May 5, 2020 read with circulars dated April 8, 2020 from Kubota Corporation, a member of the Company, and April 13, 2020 (collectively referred to as “MCA proposing his candidature for the office of Director, be Circulars”) permitted the holding of the Annual General and is hereby appointed as a Director of the Company in Meeting through VC/ OAVM (“AGM” or “e-AGM”), a non-executive capacity, liable to retire by rotation. without the physical presence of the members of the Company at a common venue. Accordingly, in compliance with the provisions of the Act, SEBI (Listing Obligations 2 and Disclosure Requirements) Regulations, 2015 (“SEBI https://ris.kfintech.com/email_registration/ or by writing Listing Regulations”) and MCA Circulars, the AGM of to the RTA with details of folio number and self-attested the Company is being held through VC/ OAVM. The copy of PAN card at Kfin Technologies Private Limited, deemed venue of the AGM shall be the registered office Unit: Escorts Limited, Selenium Tower B, Plot Nos. of the Company. The Company has engaged the services 31-32, Financial District, Nanakramguda, Hyderabad of M/s Kfin Technologies Private Limited, Registrar & – 500032, India or by sending email to einward.ris@ Transfer Agent of the Company (“KFIN” or “RTA”) as kfintech.com.