Escorts Kubota : Corporate Governance March 2024

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General information about company

Scrip code

NSE Symbol

MSEI Symbol

ISIN

Name of the entity

Date of start of financial year

Date of end of financial year

Reporting Quarter

Date of Report

Risk management committee

Market Capitalisation as per immediate previous Financial Year

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500495 ESCORTS NOTLISTED INE042A01014

ESCORTS KUBOTA LIMITED

01-04-2023

31-03-2024

Yearly

31-03-2024

Applicable

Top 500 listed entities

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Enter the quarter ended date only

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Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Add Notes7

Whether the listed entity has a Regular Chairperson

Yes

Whether Chairperson is related to MD or CEO

Yes

Disqualification of Directors under section 164 of the Companies Act, 2013

Title

Whether special resolution

Sr

(Mr /

Name of the Director

PAN

DIN

Category 1 of directors

Category 2 of directors

Category 3 of directors

Date of Birth

Whether the director is

Start Date of disqualification

End Date of disqualification

Details of disqualification

Current status

passed?

Date of passing special

Ms)

disqualified?

[Refer Reg. 17(1A) of Listing

resolution

Regulations]

Add

Delete

Chairperson related to

					No of Independent
				No of Directorship	Directorship in	Number of memberships in
	Date of Re-	Date of	Tenure of	in listed entities	listed entities	Audit/ Stakeholder
Initial Date of appointment	director (in	including this listed	including this listed	Committee(s) including this
	appointment	cessation	months)	entity (Refer	entity [with	listed entity (Refer
				Regulation 17A of	reference to	Regulation 26(1) of Listing
				Listing Regulations)	proviso to	Regulations)
					regulation 17A(1)

No of post of Chairperson
in Audit/ Stakeholder
Committee held in listed		Notes for not providing	Notes for not providing
entities including this listed	Reason for Cessation
entity (Refer Regulation		PAN	DIN
26(1) of Listing
Regulations)

1	Mr	Nikhil Nanda	00043432	Executive Director	Promoter	MD	18-03-1974	No	Active	NA
2	Ms	Nitasha Nanda	00032660	Executive Director	Not Applicable		09-11-1969	No	Active	NA
				Non-Executive - Non
3	Mr	Hardeep Singh	00088096	Independent Director	Not Applicable		08-09-1954	No	Active	NA
				Non-Executive - Independent
4	Mr	Sunil Kant Munjal	00003902	Director	Not Applicable		14-12-1957	No	Active	NA
				Non-Executive - Independent
5	Ms	Tanya Dubash	00026028	Director	Not Applicable		14-09-1968	No	Active	NA
				Non-Executive - Independent
6	Mr	Harish N Salve	01399172	Director	Not Applicable		22-06-1956	No	Active	NA
				Non-Executive - Nominee
7	Mr	Dai Watanabe	08736520	Director	Not Applicable		02-10-1958	No	Active	NA
				Non-Executive - Nominee
8	Mr	Yuji Tomiyama	08779472	Director	Not Applicable		29-08-1957	No	Active	NA
9	Mr	Seiji Fukuoka	08786470	Executive - Nominee Director	Not Applicable		25-10-1969	No	Active	NA
				Non-Executive - Independent
10	Mr	Ravindra Chandra Bhargava	00007620	Director	Not Applicable		30-07-1934	No	Active	Yes	14-07-2022
				Non-Executive - Independent
11	Mr	Kenichiro Toyofuku	08619076	Director	Not Applicable		24-10-1969	No	Active	NA
				Non-Executive - Nominee
12	Mr	Shiro Watanabe	09588547	Director	Not Applicable		11-08-1964	No	Active	NA
				Non-Executive - Independent
13	Mr	Vimal Bhandari	00001318	Director	Not Applicable		23-08-1958	No	Active	NA
				Non-Executive - Independent
14	Mr	Manish Sharma	06549914	Director	Not Applicable		03-08-1972	No	Active	NA
				Non-Executive - Independent
15	Ms	Reema Nanavaty	00690270	Director	Not Applicable		22-05-1964	No	Active	NA
				Non-Executive - Nominee
16	Mr	Yasukazu Kamada	09634701	Director	Not Applicable		05-01-1960	No	Active	NA
17	Mr	Bharat Madan	00944660	Executive Director	Not Applicable		16-08-1967	No	Active	NA
				Non-Executive - Independent
18	Mr	Rupinder Singh Sodhi	03179002	Director	Not Applicable		08-12-1958	No	Active	NA
				Non-Executive - Nominee
19	Mr	Shingo Hanada	10484929	Director	Not Applicable		14-11-1963	No	Active	NA
				Non-Executive - Nominee
20	Mr	Nobushige Ichikawa	09570234	Director	Not Applicable		17-02-1966	No	Active	NA

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17-10-2005			1	0	0	0
16-01-2015			1	0	0	0
28-11-2011			2	1	6	4
07-05-2019	07-05-2019	58.00	2	2	3	0
29-01-2020	29-01-2020	50.00	5	2	2	0
16-07-2020	16-07-2020	44.00	1	1	0	0
16-07-2020			1	0	0	0
16-07-2020	08-02-2024		1	0	0	Others
	0
13-05-2022			1	0	1	0
13-05-2022	13-05-2022	23.00	3	2	2	1
13-05-2022	13-05-2022	23.00	2	1	0	0
13-05-2022	08-02-2024		1	0	0	Others
	0
14-07-2022	14-07-2022	21.00	4	4	5	2
14-07-2022	14-07-2022	21.00	1	1	1	0
14-07-2022	14-07-2022	21.00	1	1	0	0
14-07-2022			1	0	0	0
08-02-2023			1	0	2	0
14-07-2023	14-07-2023	9.00	1	1	2	0
08-02-2024			1	0	0	3
		0
08-02-2024			1	0	0	0

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				Annexure 1
				II. Composition of Committees
				Disclosure of notes on composition of committees explanatory
Note: Please enter DIN. After entering DIN, Name of Committee members and Category 1 of Directors shall be prefilled automatically
Audit Committee Details
				Whether the Audit Committee has a Regular Chairperson
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors
1	00001318		Vimal Bhandari	Non-Executive - Independent Director	Chairperson
2	00088096		Hardeep Singh	Non-Executive - Non Independent Director	Member
3	06549914		Manish Sharma	Non-Executive - Independent Director	Member
4	00003902		Sunil Kant Munjal	Non-Executive - Independent Director	Member
5	03179002		Rupinder Singh Sodhi	Non-Executive - Independent Director	Member
6
7
8
9
10
Note: Please enter DIN. After entering DIN, Name of Committee members and Category 1 of Directors shall be prefilled automatically
Nomination and remuneration committee
				Whether the Nomination and remuneration committee has a Regular Chairperson
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors
1	00001318		Vimal Bhandari	Non-Executive - Independent Director	Chairperson
2	00088096		Hardeep Singh	Non-Executive - Non Independent Director	Member
3	00003902		Sunil Kant Munjal	Non-Executive - Independent Director	Member
4	00026028		Tanya Dubash	Non-Executive - Independent Director	Member
5	00007620		Ravindra Chandra Bhargava	Non-Executive - Independent Director	Member
6	08736520		Dai Watanabe	Non-Executive - Nominee Director	Member
7
8
9
10
Note: Please enter DIN. After entering DIN, Name of Committee members and Category 1 of Directors shall be prefilled automatically
Stakeholders Relationship Committee
				Whether the Stakeholders Relationship Committee has a Regular Chairperson
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors
1	00088096		Hardeep Singh	Non-Executive - Non Independent Director	Chairperson
2	00001318		Vimal Bhandari	Non-Executive - Independent Director	Member
3	03179002		Rupinder Singh Sodhi	Non-Executive - Independent Director	Member
4
5
6
7
8
9
10
Risk Management Committee
				Whether the Risk Management Committee has a Regular Chairperson
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors
1	00043432		Nikhil Nanda	Executive Director	Chairperson
2	00944660		Bharat Madan	Executive Director	Member
3	08786470		Seiji Fukuoka	Executive - Nominee Director	Member
4	08619076		Kenichiro Toyofuku	Non-Executive - Independent Director	Member
5	99999999		Keisuke Yasue	Chief officer	Member
6
7
8
9
10
Note: Please enter DIN. After entering DIN, Name of Committee members and Category 1 of Directors shall be prefilled automatically
Corporate Social Responsibility Committee
				Whether the Corporate Social Responsibility Committee has a Regular Chairperson
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors
1	00032660		Nitasha Nanda	Executive Director	Chairperson
2	00043432		Nikhil Nanda	Executive Director	Member
3	00088096		Hardeep Singh	Non-Executive - Non Independent Director	Member
4	00026028		Tanya Dubash	Non-Executive - Independent Director	Member
5	08786470		Seiji Fukuoka	Executive - Nominee Director	Member
6	00690270		Reema Nanavaty	Non-Executive - Independent Director	Member
7
8
9
10
Other Committee
Sr	DIN Number	Name of Committee members	Name of other committee	Category 1 of directors
1
2
3
4
5
6
7
8

9

10

For this quarter kindly note the following points:

1. Date of Appointment and Date of Cessation (if applicable) must be mandatorily filled for every Committee.
2. Date of Appointment can be any day upto September 30, 2022.

Add Notes	3. Date of Cessation must be for the current quarter only, i.e. July 1,2022 to
	September 30,2022
Yes
Date of Appointment	Date of Cessation	Remarks

21-07-2022

22-07-2014

21-07-2022

21-07-2022

01-08-2023

Yes
Date of Appointment	Date of Cessation	Remarks

21-07-2022

22-07-2014

25-12-2020

21-07-2022

21-07-2022

21-07-2022

Yes
Date of Appointment	Date of Cessation	Remarks

22-07-2014

21-07-2022

01-08-2023

Yes
Date of Appointment	Date of Cessation	Remarks
16-01-2015
16-01-2015
21-07-2022
21-07-2022
21-07-2022		4

Yes
Date of Appointment	Date of Cessation	Remarks

01-01-2021

28-05-2014

28-05-2014

01-01-2021

21-07-2022

21-07-2022

Category 2 of directors

Remarks

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Annexure 1

1. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory

	Date(s) of meeting (Enter dates of Previous quarter	Maximum gap between
Sr	any two consecutive (in
and Current quarter in chronological order)
	number of days)

Add Delete

Add Notes

Notes for not	Whether requirement	Total Number of Directors as	Number of Directors present*	No. of Independent
providing Date	of Quorum met	on date of the meeting	(All directors including	Directors attending the
(Yes/No)	Independent Director)	meeting*

1	03-11-2023		Yes	18	15	7
2	08-02-2024	96	Yes	18	16	7
3	14-03-2024	34	Yes	18	16	8
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* to be filled in only for the current quarter meetings

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Annexure 1

IV.	Meeting of Committees
Disclosure of notes on meeting of committees explanatory	Add Notes

Sr	Name of Committee

Add Delete

Date(s) of meeting (Enter	Maximum gap
dates of Previous quarter	between any two	Name of other committee
and Current quarter in	consecutive (in
chronological order)	number of days)

		Total Number of Directors in	Number of Directors Present		No. of members
Reson for not	Whether requirement of	No. of Independent Directors	attending the meeting
providing date	Quorum met (Yes/No)	the Committee as on date of	(All Directors including	attending the meeting*	(other than Board of
the meeting	Independent Director)
			Directors)

1	Audit Committee	06-10-2023		Yes	5	4	3	0
2	Audit Committee	03-11-2023	27	Yes	5	4	3	0
3	Audit Committee	08-02-2024	96	Yes	5	5	4	0
4	Audit Committee	14-03-2024	34	Yes	5	3	2	0
	Nomination and remuneration
5	committee	06-10-2023		Yes	6	3	2	0
	Nomination and remuneration
6	committee	07-02-2024	123	Yes	6	5	3	0
	Nomination and remuneration
7	committee	14-03-2024	35	Yes	6	5	3	0
	Stakeholders Relationship
8	Committee	03-11-2023		Yes	3	3	2	0
	Stakeholders Relationship
9	Committee	08-02-2024	96	Yes	3	3	2	0
	Corporate Social Responsibility
10	Committee	06-10-2023		Yes	6	6	2	0
	Corporate Social Responsibility
11	Committee	07-02-2024	123	Yes	6	5	1	0
12	Risk Management Committee	23-01-2024		Yes	5	4	0	1
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* to be filled in only for the current quarter meetings

Date of the event

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Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter

Other details of cyber security incidence or breaches or loss of data event

Number of cyber security incidence or breaches or loss of data event occurred during the quarter

Sr.

No

Add Notes

Brief details of the event

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Annexure 1

1. Related Party Transactions

Sr	Subject		Compliance status	If status is "No" details of non-compliance may be
	(Yes/No/NA)	given here.
1	Whether prior approval of audit committee obtained		Yes
2	Whether shareholder approval obtained for material RPT		NA
3	Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee	Yes
		Disclosure of notes on related party transactions	Add Notes
		Disclosure of notes of material transaction with related party	Add Notes
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Annexure 1

VI. Affirmations

Sr

Subject

• The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015

• The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee

• The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee

• The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee

• The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities)

• The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.

• The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.

• This report and/or the report submitted in the previous quarter has been placed before Board of Directors.
  9 Any comments/observations/advice of Board of Directors may be mentioned here:

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Annexure 1

Sr

Subject

• Name of signatory
  2 Designation

Compliance status (Yes/No)

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Add Notes

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Compliance status

Arvind Kumar

Company Secretary

16

17 Advertisements as per regulation 47 (1)

18 Credit rating or revision in credit rating obtained

19 Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year

20 Secretarial Compliance Report

Materiality Policy as per Regulation 30 (4)

21

Disclosure of contact details of KMP who are authorized for the purpose of determining materiality

22 as required under regulation 30(5)

23 Disclosures under regulation 30(8)

24 Statements of deviation(s) or variations(s) as specified in regulation 32

Dividend Distribution policy as per Regulation 43A(1)

25

26 Annual return as provided under section 92 of the Companies Act, 2013

27 Confirmation that the above disclosures are in a separate section as specified in regulation 46(2)

28 Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updating

29 Disclosure of notes on website in terms of Listing Regulations explanatory [Text Block] Prev

Details of agreements entered into with the media companies and/or their associates

Schedule of analyst or institutional investor meet and presentations made by the listed entity to

15.1 analysts or institutional investors simultaneously with submission to stock exchange 15.2 Audio or video recordings and transcripts of post earnings/quarterly calls

New name and the old name of the listed entity

10

11

12

13

14

Email address for grievance redressal and other relevant details

Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances

Financial results Shareholding pattern

9

Details of familiarization programmes imparted to independent directors

8

Policy for determining 'material' subsidiaries

7

Policy on dealing with related party transactions

6

Criteria of making payments to non-executivedirectors

5

Details of establishment of vigil mechanism/ Whistle Blower policy

4

Code of conduct of board of directors and senior management personnel

3

Composition of various committees of board of directors

2

Terms and conditions of appointment of independent directors

1

Details of business

Sr

Item

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Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

1. Disclosure on website in terms of Listing Regulations

Compliance

status

(Yes/No/NA)

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

NA

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

If status is "No" details of non-compliance may be	Web address
given here.

https://www.escortskubota.com/agri-machinery https://www.escortskubota.com/construction- equipments https://www.escortskubota.com/railway- equipment-division

https://www.escortskubota.com/templates/escortsgrou p_home/images/pdf/Draft-Terms-and-Conditions-of-Appointment-of-Independent-Director-aug22.pdf

https://www.escortskubota.com/templates/escortsgrou p_home/images/pdf/Composition-of-various-committees-of-the--Board.pdf https://www.escortskubota.com/templates/escortsgrou p_home/images/pdf/EKL-2023-05-10-Code-of- Conduct.pdf https://www.escortskubota.com/templates/escortsgrou p_home/images/pdf/Whistle-Blower-Policy.pdf

https://www.escortskubota.com/templates/escortsgrou p_home/images/pdf/Remuneration-Policy-for-the-Directors-KMP-Senior-Management-and-other-employees-aug.pdf https://www.escortskubota.com/templates/escortsgrou p_home/images/pdf/Policy-on-Materiality-of-RPT- aug22.pdf https://www.escortskubota.com/templates/escortsgrou p_home/images/pdf/Policy-for-Determining-Material- Subsidiaries.pdf https://www.escortskubota.com/templates/escortsgrou p_home/images/pdf/Familarization-Programme.pdf

https://www.escortskubota.com/contact- us/investor.html?view=investor https://www.escortskubota.com/contact- us/investor.html?view=investor https://www.escortskubota.com/investors/financials.ht ml?view=list https://www.escortskubota.com/investors/shareholding- pattern.html

https://www.escortskubota.com/investors/financials.ht

ml?view=list

https://www.escortskubota.com/investors/financials.ht

ml?view=list

https://www.escortskubota.com/templates/escortsgrou p_home/images/pdf/EL-SE-2022-06-09-Press-Release-Name-Change.pdf https://www.escortskubota.com/investors/regulation- 46-of-sebi-lodr-regulations,-2015.html

https://www.escortskubota.com/announcements#credit https://www.escortskubota.com/subsidiaries.html

https://www.escortskubota.com/announcements.html# screport https://www.escortskubota.com/templates/escortsgrou p_home/images/pdf/Policy-on-Material-Events-aug- 2023.pdf https://www.escortskubota.com/templates/escortsgrou p_home/images/pdf/Policy-on-Material-Events-aug- 2023.pdf https://www.escortskubota.com/announcements.html

https://www.escortskubota.com/announcements.html# statements https://www.escortskubota.com/templates/escortsgrou p_home/images/pdf/Dividend-Distribution-Policy- aug22.pdf https://www.escortskubota.com/annual-return.html

https://www.escortskubota.com/investors/regulation- 46-of-sebi-lodr-regulations,-2015.html https://www.escortskubota.com/investors/regulation- 46-of-sebi-lodr-regulations,-2015.html

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Sr	Particulars

• Independent director(s) have been appointed in terms of specified criteria of 'independence' and/or 'eligibility'

• Board composition

• Meeting of Board of directors
  4 Quorum of Board meeting
  5 Review of Compliance Reports
  6 Plans for orderly succession for appointments
  7 Code of Conduct
  8 Fees/compensation
  9 Minimum Information

1. Compliance Certificate
2. Risk Assessment & Management
3. Performance Evaluation of Independent Directors
4. Recommendation of Board
5. Maximum number of Directorships
6. Composition of Audit Committee
7. Meeting of Audit Committee
8. Role of Audit Committee and information to be reviewed by the audit committee
9. Composition of nomination & remuneration committee
10. Quorum of Nomination and Remuneration Committee meeting
11. Meeting of Nomination and Remuneration Committee
12. Role of Nomination and Remuneration Committee
13. Composition of Stakeholder Relationship Committee
14. Meeting of Stakeholders Relationship Committee
15. Role of Stakeholders Relationship Committee
16. Composition and role of risk management committee
17. Meeting of Risk Management Committee
18. Quorum of Risk Management Committee meeting
19. Gap between the meetings of the Risk Management Committee
20. Vigil Mechanism
21. Policy for related party Transaction
22. Prior or Omnibus approval of Audit Committee for all related party transactions
23. Approval for material related party transactions
24. Disclosure of related party transactions on consolidated basis
25. Composition of Board of Directors of unlisted material Subsidiary
26. Other Corporate Governance requirements with respect to subsidiary of listed entity
27. Alternate Director to Independent Director
28. Maximum Tenure
29. Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism
30. Meeting of independent directors
31. Familiarization of independent directors
32. Declaration from Independent Director
33. Directors and Officers insurance
34. Confirmationentity with respect to appointment of Independent Directors who resigned from the listed
35. Memberships in Committees
36. Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel
37. Disclosure of Shareholding by Non-Executive Directors
38. Policy with respect to Obligations of directors and senior management
39. Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity
40. Vacancies in respect Key Managerial Personnel

Any other information to be provided

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Annexure II

Regulation Number

16(1)(b) & 25(6)

17(1), 17(1A) & 17(1C),

17(1D) & 17(1E)

17(2)

17(2A)

17(3)

17(4)

17(5)

17(6)

17(7)

17(8)

17(9)

17(10)

17(11)

17A

18(1)

18(2)

18(3)

19(1) & (2)

19(2A)

19(3A)

19(4)

20(1), 20(2) & 20(2A)

20(3A)

20(4)

21(1),(2),(3),(4)

21(3A)

21(3B)

21(3C)

22

23(1), (1A), (5), (6), & (8)

23(2), (3)

23(4)

23(9)

24(1)

24(2),(3),(4),(5) & (6)

25(1)

25(2)

25(2A)

25(3) & (4)

25(7)

25(8) & (9)

25(10)

25(11)

26(1)

26(3)

26(4)

26(2) & 26(5)

26(6)

26A(1) & 26A(2)

Compliance status

(Yes/No/NA)

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

NA

Yes

NA

Yes

NA

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

If status is "No" details of non-compliance may be given here.

Add Notes

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		Annexure II
1	Name of signatory	Arvind Kumar
2	Designation	Company Secretary