BEML : Notice of 59th AGM

NOTICE

NOTICE is hereby given that the 59th Annual General Meeting of BEML Limited will be held on Wednesday, the 27th day of September, 2023 at 11:30 hours at Hotel The Lalit Ashok Bangalore, Kumara Krupa Road, High Grounds, Bengaluru - 560001 through

Physical mode as well as Video Conferencing (VC)/ Other Audio-Visual Means (OAVM), to transact the following business:

1. ORDINARY BUSINESS

1. To receive, consider and adopt:
2. 1. the Audited Financial Statement of the Company for the Financial Year ended 31st March, 2023 together with the Reports of the Board of Directors and the Auditors thereon; and
   2. the Audited Consolidated Financial Statement of the Company for the Financial Year ended 31st March, 2023 and the Report of the Auditors thereon.
3. To confirm the payment of Interim Dividend on Equity Shares and declare a Final Dividend on Equity Shares for the Year ended 31.03.2023 and, if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:
   "RESOLVED THAT an interim dividend @50% (₹ 5.00/- per equity share of face value of ₹10/- each) on the paid-up equity share capital of the Company, paid to the shareholders for the financial year 2022-23 be and is hereby confirmed and final dividend @50% (₹ 5.00/- per equity share of face value of ₹10/- each) as recommended by the Board of Directors be and is hereby declared for the financial year 2022-23."
4. To appoint a Director in place of Shri Ajit Kumar Srivastav (DIN: 08741858), Director (Defence Business), who retires by rotation and being eligible, offers himself for re-appointment.
5. To appoint a Director in place of Shri Anil Jerath (DIN: 09543904), Director (Finance), who retires by rotation and being eligible, offers himself for re-appointment.
6. To consider and if thought fit, to pass, with or without modification(s), the following resolution for fixation of remuneration of Statutory Auditors for the year 2023-24:
   "RESOLVED THAT pursuant to the provisions of Section 142 of the Companies Act, 2013, the Board of Directors of the Company be and is hereby authorized to fix the remuneration and other terms and conditions of the Statutory Auditors of the Company appointed by the Comptroller and Auditor General of India for the financial year 2023-24."

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II. SPECIAL BUSINESS

6. To consider and if thought fit, to pass, with or without modification(s), the following resolution for Ratification of Remuneration to Cost Auditors as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration of Rs. 1,33,500/- inclusive of out-of-pocket expenses and GST will be extra, payable to

M/s. R.M. Bansal and Co. Cost Auditors, as duly appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the FY 2023-24, be and is hereby ratified and confirmed."

1. To consider and if thought fit, to pass, with or without modification(s), the following resolution for Appointment of Director (Mining & Construction Business) as an Ordinary Resolution:
   "RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and Regulation 17(1C) and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, the appointment of Shri Shantanu Roy (DIN: 10053283) as Director (Mining & Construction Business) with effect from 17.02.2023 as per the terms and conditions as stipulated by the Government of India, be and is hereby approved."
2. To consider and if thought fit, to pass, with or without modification(s), the following resolution for Appointment of Chairman & Managing Director as an Ordinary Resolution:
   "RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and Regulation 17(1C) and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, the appointment of Shri Shantanu Roy (DIN: 10053283) as Chairman & Managing Director with effect from 01.08.2023 as per the terms and conditions as stipulated by the Government of India, be and is hereby approved."

9. To consider and if thought fit, to pass, with or without modification(s), the following resolution for Appointment of an Independent Director as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and Regulation 17(1C) & 25(2A) and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, the appointment of Shri Bipin Kumar Gupta (DIN: 00293673), as an Independent Director of the Company with effect from 10.02.2023 as per the terms and conditions as stipulated by the Government of India, and who has submitted a declaration that he meets criteria of

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Independence in terms of Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations, be and is hereby approved."

	By order of the Board
	For BEML Limited
	Sd/-
Place: Bengaluru	Jai Gopal Mahajan
Date: 01-09-2023	Company Secretary

NOTES:

1. MCA vide General Circular No.10/2022 dated 28.12.2022 has decided to allow the companies whose AGMs are due in the year 2023, to conduct their AGMs on or before 30th September, 2023 in accordance with the requirements laid down in paragraphs 3 and 4 of the General Circular No.20/2020 dated 05.05.2020. As per the said General Circular dated 05.05.2020, dispatching of physical copies of the financial statements
   (including Board's report, Auditor's report or other documents required to be attached therewith), such statements along with notice of the meeting shall be sent only by email to the members and to all other persons so entitled. With this facility Companies are allowed to conduct their AGM through Video Conferencing (VC)/ Other Audio-Visual Means (OAVM). However, this meeting of shareholders is being held through physical as well as virtual mode.
2. Further, the Securities and Exchange Board of India ("SEBI") vide Circular No.
   SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 05.01.2023 has extended the relaxations from printing and dispatching of Physical Copies of Annual Reports till September 30, 2023.
   However, the Company will send physical copy of annual report to those who request for the same by sending request letter at Company's registered office or by email to [e-mail]
3. A member who wishes to attend the meeting physically and entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote instead of himself/ herself and such proxy need not be a member of the Company. A person can act as proxy on behalf of maximum of 50 members and holding in the aggregate not more than 10% of the total share capital of the company. Further, the Body Corporates are entitled to appoint authorized representatives to attend the AGM through physical or VC/ OAVM, are required to send a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf. The letter of appointment of representative(s) of the President of India or the Governor of a State; or the authorization in respect of representative(s) of the Corporations shall be received by the Company at Company's registered office or by e-mail to [e-mail]. However, pursuant to MCA and SEBI circulars, the appointment of proxy in case of members attending through VC is not applicable.

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1. The enclosed Proxy form, duly completed, stamped and signed, must be deposited at the registered office of the Company not less than 48 hours before the commencement of the AGM i.e. on or before 17:00 Hours on 25/09/2023.
2. In view of the above, Members can attend and participate in the 59th AGM either physically or through Video Conferencing (VC). The Members attending through VC can join the meeting 15 minutes prior to scheduled time of the commencement of the meeting. The attendance of the Members attending the AGM either through physical or Video Conference will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
3. Member/ proxy/ authorized representatives should bring the attendance slip enclosed herewith to attend the meeting.
4. The documents relating to Register of Directors and KMP and their shareholding maintained under Section 170 of the Companies Act, 2013 and Register of Contracts and Arrangements in which directors are interested under Section 189 of the Companies Act, 2013 will be available for inspection by the Members at the AGM venue and electronically also during the AGM. Members seeking to inspect such documents electronically can send an e-mail to [e-mail].

8. The Annual Report 2022-23, Notice of 59th AGM alongwith instructions for e-voting, attendance slip and proxy form is being sent by electronic mode to members whose email IDs are registered with the Company/ depository participants, unless a member has requested for a physical copy.

1. Members may visit the website of the Company www.bemlindia.in for more information on the Company.
2. Members are requested to address all correspondence in relation to share matters to the
   Company's RTA, M/s. Kfin Technologies Limited at the following address:

M/s Kfin Technologies Limited Selenium Tower B, Plot 31-32,Gachibowli, Financial District, Nanakramguda, Serilingaampally, Hyderabad - 500 032.

Ph: 040-67161526, Fax: [phone]

E-mail:[e-mail], [e-mail]

Website: www.kfintech.com

11. The Company has an exclusive page for lodging complaints online through 'Online Investor Complaints' at https://www.bemlindia.in/complain.aspx?type=investor which

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enables investors to register their complaints. The Company endeavor to reply to the said complaints within a period of 3 working days.

1. SEBI vide its circulars no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021, SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 and SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023 had mandated to furnish PAN, KYC details and Nomination of physical shareholders to the RTA of the Company, failing which all such physical folios shall stand frozen with effect from October 1, 2023. In this regard, Company sent letter along with requisite forms to all the physical shareholders. Further, all the requisite forms i.e., ISR-1,ISR-2,ISR-3,SH-13 and SH-14 for registering PAN, KYC details or changes and/ or Updation, Confirmation of Signature by Bank, Declaration for opting-out of Nomination, Request for registering Nomination and Request for cancellation or Variation in Nomination
   respectivelyareavailableat https://ris.kfintech.com/clientservices/isc/default.aspx#div_services
   Members are requested to register such details or intimate changes, if any, to their DP's in case the shares are held in electronic form and to Registrar and Share Transfer Agent of the Company in case the shares are held in physical form in the prescribed formats.
2. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
3. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019. Further, transmission or transposition of securities held in physical or dematerialized form shall be effected only in dematerialized form. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company's Registrar and
   Transfer Agents, M/s. Kfin Technologies Limited for assistance.
   Further, SEBI vide its circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, has mandated the issuance of securities in dematerialized form only in case of requests received for Issue of duplicate securities certificate, Claim from Unclaimed Suspense Account, Renewal/ Exchange of securities certificate, Endorsement, Sub-division/ Splitting of securities certificate, Consolidation of securities certificates/ folios, Transmission and Transposition. Members are requested to furnish Form ISR-4 hosted at https://ris.kfintech.com/clientservices/isc/default.aspx#div_services along with the respective forms mentioned hereabove for executing aforesaid requests.
4. 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

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