Escorts Kubota : Re-appointment

About this update from Escorts Kubota Limited

July 15, 2022 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Mumbai - 400001 Bandra East, Mumbai - 400051 BSE - 500495 NSE - ESCORTS Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Dear Sir/ Madam, Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') read with Para A of Part A of Schedule III to the said Regulation, we wish to inform as under: Shareholder of the Company in their Meeting (Annual General Meeting) held on July 14, 2022, has confirmed/approved the appointment/reappointment of following directors: - S. No. Name Designation Date of appointment/ re- appointment 1 Mr. Nikhil Nanda Managing Director September 19, 2022 2 Mr. Seiji Fukuoka Whole Time Director May 13, 2022 designated as Deputy Managing Director 3 Mr. Shiro Watanabe Non-Executive Director May 13, 2022 4 Mr. Kenichiro Toyofuku Independent Director May 13, 2022 5 Mr. Vimal Bhandari Independent Director July 14, 2022 6 Ms. Reema Independent Director July 14, 2022 Rameshchandra Nanvati 7 Mr. Yasukazu Kamada Non-Executive Director July 14, 2022 8 Mr. Manish Sharma Independent Director July 14, 2022 The requisite disclosures, pursuant to the SEBI Circular CIR/CFD/CMD/4/2015 dated September 09, 2015, for directors are attached Annexure A. ESCORTS KUBOTA LIMITED (Formerly Escorts Limited) R e gi s t er ed Of f i ce : 15 / 5, Mat h ura Roa d , Faridabad 121 003 , In dia T el . : + 9 1 - 129 -22 50 222 E-mai l: esco r tsgroup @es c ort s . co .in Webs i te : www . escort s group . c om Corpo ra te I de n tif i cation Number L74899HR1944P L C039088 Shareholder has also approved the reappointment of M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration no 001076N/N500013) as Statutory Auditors of the Company for a period of 5 years from the conclusion of the Annual General Meeting held on July 14, 2022. The Disclosures, pursuant to the SEBI Circular CIR/CFD/CMD/4/2015 dated September 09, 2015, are attached as an Annexure B. This is for your information and records. Thanking you, for Escorts Kubota Limited Satyendra Chauhan Company Secretary & Compliance Officer Note: The Equity Shares of the Company were listed on the Delhi Stock Exchange Limited (DSE). However, DSE has been de-recognised and allowed to exit as a stock exchange by SEBI by way of SEBIs Order No. WTM/ SR/ SEBI/ MRD-DSA/ 04/ 01/ 2017 dated 23 January 2017. For avoidance of doubt, the securities of the Company are not listed on DSE owing to DSE having been de-recognised by SEBI. ESCORTS KUBOTA LIMITED (Formerly Escorts Limited) R e gi s t er ed Of f i ce : 15 / 5, Mat h ura Roa d , Faridabad 121 003 , In dia T el . : + 9 1 - 129 -22 50 222 E-mai l: esco r tsgroup @es c ort s . co .in Webs i te : www . escort s group . c om Corpo ra te I de n tif i cation Number L74899HR1944P L C039088 Annexure-A Information as required by Para A of Part A of Schedule III of the SEBI Listing Regulations read with the SEBI Circular no CIR/CFD/CMD/4/2015 dated September 09, 2015 :- Sr. No Particulars Details 1. Reason for appointment Mr. Nikhil Nanda is Managing Director of the Company since 2007 and was re-appointed in 2017 for a of Director period of five years. His current term shall expire on September 19, 2022. Accordingly, a proposal has been placed before the Board to re-appoint Mr. Nikhil Nanda as a Managing Director of the Company, not liable to retire by rotation for a further period of Five years, with effect from September 19, 2022, subject to approval of the shareholders of the Company. 2. Date of appointment and September 19, 2022. term of appointment 5 years w.e.f. September 19, 2022, subject to approval of shareholders at the ensuing Annual General Meeting. Further, the Appointment have been made in terms of the Provisions of the Companies Act 2013 and other applicable laws for the time being in force. In addition, he is responsible to undertake the roles and responsibilities assigned by the Board from time to time. 3. Brief profile of the Mr. Nikhil Nanda is a third generation entrepreneur and the driving force behind the Group's diversified Director business portfolio. He has played a vital role in monitoring the Company's performance and steering the operations to greater heights. His overall contribution spanning more than 15 years has been immeasurable, particularly in the areas of operations, finance and senior management functions such as strategic planning and investment decisions. Mr. Nanda is an alumnus of Wharton Business School, Philadelphia, with majors in Management and Marketing. 4. Disclosure of relationships Mr. Nikhil Nanda is brother of Ms. Nitasha Nanda. between directors. 5. Confirmation It is hereby confirmed that Mr. Nikhil Nanda is not debarred from holding office in the capacity of the director by virtue of any SEBI Order or any other authority. Information as required by Para A of Part A of Schedule III of the SEBI Listing Regulations read with the SEBI Circular no CIR/CFD/CMD/4/2015 dated September 09, 2015:- Sr. No Particulars Details 1. Reason for appointment of Pursuant to the Shareholders Agreement (SHA), executed among and between Kubota corporation, Director Company and other parties to the SHA, dated November 18, 2021. 2. Date of appointment and May 13, 2022 May 13, 2022 term of appointment 5 years w.e.f. May 13, 2022, subject to approval of Appointed as Director of the Company. Further, Central Government. Further, the Appointment have the Appointment have been made in terms of the been made in terms of the Provisions of the Provisions of the Companies Act 2013 and other Companies Act 2013 and other applicable laws for the applicable laws for the time being in force. In time being in force. In addition, he is responsible to addition, he is responsible to undertake the roles undertake the roles and responsibilities assigned by and responsibilities assigned by the Board from the Board from time to time. time to time. 3. Brief profile of the Director Mr. Seiji Fukuoka entered into Kubota Corporation in Mr. Shiro Watanabe has completed his education 1993, and has been working for Kubota for almost 30 in March 1988 under bachelor of Department of years in various business divisions in Japan. In the Agriculture, Kobe University. He has joined Kubota period 2018- 2021, he was a General Manager of the Corporation in April 1988 and at present he is Tractor Business Administration and Control holding the position of Executive officer of Kubota Department and has been transferred to Escorts Ltd. Corporation. 4. Disclosure of relationships None between directors. 5. Confirmation It is hereby confirmed that Mr. Seiji Fukuoka and Mr. Shiro Watanabe are not debarred from holding office in the capacity of the director by virtue of any SEBI Order or any other authority. Information as required by Para A of Part A of Schedule III of the SEBI Listing Regulations read with the SEBI Circular no CIR/CFD/CMD/4/2015 dated September 09, 2015:- Sr. No Particulars Details 1. Reason for In the event of appointment of two additional directors on the Board of the Company as nominated by Kubota appointment of Corporation, the number of independent directors on the board of the Company would have fallen below 50% Director of the Board strength. In order to meet the requirement of having minimum 50% independent directors on the Board, as per applicable provision and Listing Regulations. 2. Date of appointment May 13, 2022 May 13, 2022 and term of appointment Appointed as Independent Director, for a period of Appointed as Independent Director, for a period of five five years effective from May 13, 2022. Further, years effective from May 13, 2022. Further, the the Appointment have been made in terms of the Appointment have been made in terms of the Provisions Provisions of the Companies Act 2013 and other of the Companies Act 2013 and other applicable laws for applicable laws for the time being in force. In the time being in force. In addition, he is responsible to addition, he is responsible to undertake the roles undertake the roles and responsibilities assigned by the and responsibilities assigned by the Board from Board from time to time. time to time. 3. Brief profile of the R. C. Bhargava joined the Indian Administrative Mr. Kenichiro Toyofuku is Bachelor of Arts (BA) in Director Service in 1956, on the basis of an All-India Economics (Environmental Economics), Keio university, competitive examination and secured the number Japan. He has joined METI (Ministry of Economy, Trade & one position in India. Mr. Bhargava joined Maruti Industry) Japan in 1993. He has also joined Embassy of Udyog Limited, soon after its incorporation in 1981 Japan in India: First Secretary (Commercial Attaché) in as Director (Marketing and Sales). Mr. Bhargava May 2004, METI: Deputy Director, Asia & Oceania Division was appointed as the Managing Director (CEO) in in August 2008, JETRO in India (Japan External Trade 1985. He continued on this post till he retired in Organization), in July 2010, Government of India, Ministry 1997. He was re-inducted to the Board in 2003 of Commerce & Industry, Department of Industrial Policy when the Company was listed. He was appointed & Promotion: Coordinator, Japan Plus cell in October as the non-executive Chairman in 2007, a position 2014, World Bank (India office): Senior Private Sector he continues to hold to date. Specialist, Finance, Competitiveness & Innovation Global Practice in October 2017 and Suzuki Motor Corporation (SMC) in November 2019. This is an excerpt of the original content. 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