TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED (CIN: U34101KA1997PTC022858) Regd. Office: Plot No. 1, Bidadi Industrial Area, PIN--562 109 Ramanagara District, Karnataka State, India FOR MEMBERS ONLY NOTICE Notice is hereby given that the 37 th EXTRA ORDINARY GENERAL MEETING of members of TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED will be held at Innova Room of the Sales & Marketing Office of the Company, at 10 th Floor, Canberra Block, UB City, No.24, Vittal Mallya Road, Bengaluru 560 001, Karnataka State, India, on Wednesday, 12 th September, 2018 at 11.05 a.m. at a shorter notice with the consent of promoter shareholders to transact the following business: SPECIAL BUSINESS 1 To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution. RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time and subject further to such other approvals as may be required, consent of the Company be and is hereby accorded for the payment of remuneration, benefits and amenities to Mr. Atsunori Komeie (DIN: 08054905) as Alternate Director to be effective from 123 rd BOD meeting and until the conclusion of the 21 st Annual General Meeting or so long as he continues to be an employee of the Company, whichever is earlier, and to the payment of remuneration, benefits and amenities to him on the terms and conditions as approved by the Board of Directors in their 123 rd BOD meeting held on 12 th September, 2018, as set out in the Explanatory Statement and the Service Agreement to be entered into between the Company and Mr. Atsunori Komeie, a draft whereof, initialed by the Chairman for the purpose of identification, is placed before this meeting and which Service Agreement is hereby specifically approved. 2 To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution. A] RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, of the Companies Act 2013 and the Rules made there under as amended from time to time, approval of the Company be and is hereby accorded for all the contracts or arrangements entered with the related parties [Toyota Motor Corporation and its affiliates] as approved by the Board of Directors in their meeting held on 12 th September, 2018, as set out in the Explanatory Statement and details of such contracts or arrangements, initialed by the Chairman for the purpose of identification, placed before this meeting and such contracts or arrangements be and are hereby approved and ratified.
B] RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, of the Companies Act 2013 and the Rules made there under as amended from time to time, approval of the Company be and is hereby accorded for all the contracts or arrangements entered with the related parties [Kirloskar Systems Limited and its affiliates] as approved by the Board of Directors in their meeting held on 12 th September, 2018, as set out in the Explanatory Statement and details of such contracts or arrangements, initialed by the Chairman for the purpose of identification, placed before this meeting and such contracts or arrangements be and are hereby approved and ratified. By order of the Board of Directors For TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED, Place : UB City, Bengaluru Date : 12 th September, 2018 Sd/- S. Rengarajan General Manager - Legal & Company Secretary (ACS No.12677) G-1, Sai Madura Residency, Satya Sai Kalpataru Lane, 12 th Main, JP Nagar, 5 th Phase, Bangalore - 560078 Notes: 1 A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED AT THE COMPANY S REGISTERED OFFICE NOT LATER THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING. 2 The relevant Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, is annexed hereto. 3 Documents relating to any of the items mentioned in the Notice and the Explanatory Statement thereto, are open for inspection at the Registered Office of the Company on any working day during business hours.
ANNEXURE TO THE NOTICE Explanatory Statement as required by Section 102 of the Companies Act, 2013 The following Explanatory Statement sets out all the material facts relating to the Special Business mentioned in the accompanying Notice of the Extra Ordinary General Meeting of the Company. Item No. 1 of the Notice The Board of Directors in their 123 rd meeting held on 12 th September, 2018 have appointed Mr. Atsunori Komeie (DIN: 08054905) as Alternate Director to Mr. Hiroyoshi Ninoyu (Din No.07198083) for a period commencing from 123 rd Board of Directors meeting and until the conclusion of the 21 st Annual General Meeting and approved the remuneration and perquisites to Mr. Atsunori Komeie for corresponding period as detailed below, subject to the approval of the Members of the Company and subject further to such other approvals as may be required. Mr. Atsunori Komeie ( 48 ) is a graduate and has to his credit 25 years of experience in various capacities in Toyota Motor Corporation, Japan and its Affiliates in Human Resources Division. The total remuneration package, as approved by the Board of Directors, payable to Mr. Atsunori Komeie, Viz. Rs. 13,35,838/- [ Rupees Thirteen Lakhs Thirty Five Thousand Eight Hundred and Thirty Eight only ] per month or Rs.2,37,99,287 /- [ Rupees Two Crores Thirty Seven Lakhs Ninety Nine Thousand Two Hundred and Eighty Seven only] per annum. The appointment and payment of remuneration and perquisites to Mr. Atsunori Komeie, as Alternate Director as detailed hereunder is subject to the approval of the Shareholders. Hence the resolution proposed at item No. 1 of the Notice. I. SALARY Consolidated salary of Rs. 73,11,024/- [Rupees Seventy Three Lakhs Eleven Thousand and Twenty Four only] per annum or Rs. 6,09,252 [Rupees Six Lakhs Nine Thousand Two Hundred and Fifty Two only] per month. II. COMPETENCE PAY & OTHER ALLOWANCE Competence Pay & Other Allowance of Rs. 58,81,032 /- [Rupees Fifty Eight Lakhs Eighty One Thousand and Thirty Two only] per annum or Rs. 4,90,086/- [Rupees Four Lakhs Ninety Thousand and Eighty Six only] per month. III. PERQUISITES In addition to Salary and Competence Pay & Other Allowance, the Alternate Director shall be entitled to the following perquisites:
a) Residential Accommodation: A suitable residential accommodation will be provided by the Company the total cost of which shall not exceed Rs. 2,36,500/- [Rupees Two Lakhs Thirty Six Thousand Five Hundred only] per month. If no accommodation is provided by the Company, House rent Allowance of a sum not exceeding Rs. 2,36,500/- [Rupees Two Lakhs Thirty Six Thousand Five Hundred only] per month will be paid. b) Club Fees Fees of Clubs, including admission and life membership fees, for business purpose. c) Leave Alternate Director shall be eligible for leaves as per Company policy. d) Cars Alternate Director shall be eligible for car facilities as per Company Policy. e) Telephone, Telefax and other communication facilities Telephone, Mobile Telephone, Telefax and other communication facilities shall be provided for Company s work at the residence of the Alternate Director. f) Provident Fund and Superannuation Fund etc. The Company s contribution to Provident fund and superannuation Fund or Annuity Fund shall be as per the prevailing Rules of the Company. g) Gratuity Gratuity at a rate not exceeding half a month s salary for each completed year of service. h) Other Benefits Alternate Director shall also be entitled for any other benefits as per the Company s Policies/Practices. Explanation: Perquisites shall be evaluated as per Income Tax Act and the rules, wherever applicable and in the absence of any such rule, perquisites shall be evaluated at actual cost. In addition to above salary & allowances, Income Tax on total income shall be grossed up and the same has to be borne by the Company. IV. PERFORMANCE ALLOWANCE Performance Allowance payable at the end of the financial year, subject to evaluation of performance, by Managing Director, subject to maximum limit of Rs. 77,69,231/- [Rupees Seventy Seven Lakhs sixty nine thousand two hundred and thirty one only] per annum. The remuneration specified herein above shall be paid to Alternate Director as a minimum remuneration for any financial year even in case of loss or inadequacy of profits for such year.
Except Mr. Atsunori Komeie who is interested in the resolution as far as the same relates to his remuneration, none of the other Directors and their relatives are in any way concerned or interested in the said resolution. The Board of Directors of your Company recommend the resolution for your approval. Item No 2 of the Notice During the normal course of business of the Company, it enters into transaction with other companies/firms etc which fall within the purview of Related Parties as per section 2 (76) of the Companies Act 2013 by virtue of interest of Directors of your Company in such Companies and stake of holding companies. Any transaction with related parties needs approval of the Board of Directors as per provisions of Section 188 of the Companies Act 2013 and interested Directors shall not participate in discussion of the Board relating to contracts or arrangements with related parties. Further if the paid up capital of the Company is more than Rupees Ten Crores, then approval of the Shareholders is required. Company in its normal course of business enters into transaction with the related parties. Since Shareholders approval is required for transaction with such related parties by the Company, Details of Related Parties, nature of transactions and relationship have been appended herewith. Board of Directors recommends the resolution for your approval. By order of the Board of Directors For TOYOTA KIRLOSKAR MOTOR PRIVATE LIMITED, Place: UB City, Bengaluru Date: 12 th September, 2018 Sd/- S. Rengarajan General Manager - Legal & Company Secretary (ACS No.12677) G-1, Sai Madura Residency, Satya Sai Kalpataru Lane, 12 th Main, JP Nagar, 5 th Phase, Bangalore - 560078
Toyota Kirloskar Motor Private Ltd Accounting Division Toyota Motor Corporation & It's Affiliate List of related parties & transactions during FY 1819 upto Aug'2018 Sl. No Name of Related Party Country Nature of Relationship Description of Transaction Apr18 May18 Jun18 Jul18 Aug18 Total 1 Toyota Motor Asia Pacific Pte Limited Singapore Expenses: * Purchase of parts and components, consumables 2,564,949,287 2,957,787,727 2,867,262,468 3,158,083,479 2,687,626,435 14,235,709,396 * Purchase of spares Imports 288,942,040 296,950,411 333,455,909 295,340,817 282,488,723 1,497,177,900 * CBU Imports 204,548,684 164,696,286 148,782,052 107,685,356 246,240,258 871,952,636 * Sales promotion and advertisements 514,657 24,252 24,742 24,803 588,454 * Purchase of engine exports 68,719,685 354,841,582 454,422,461 877,983,728 * Training and development inhouse and overseas 738,410 738,410 * Purchase of trail parts * Research and development * Capital goods * Sales promotion dealer training * Warranty and SMQR claims 1,109 31,168 32,277 * System maintenance fees for use of software * Purchase Expoort parts * Travelling expenses Directors overseas * Research and development (Testing expenses) * Sales promotion Publicity, prize and Others * Capital goods Services * Export of parts and components, CBUs 564,629,532 498,297,535 848,995,249 650,568,763 1,048,782,566 3,611,273,645 * SMQR reimbursement 86,461 4,404 40,506 3,809 2,877,223 3,012,402 * Warranty claim reimbursement 14,821,300 12,400,717 16,862,989 23,310,709 31,395,328 98,791,044 * Other expenses reimbursement 33,064,074 74,480,000 107,544,074 2 Toyota Kirloskar Auto Parts Pvt Ltd. India Expenses: * Purchase of parts and components, service part 1,109,752,626 922,034,207 974,144,135 1,059,624,415 1,183,030,120 5,248,585,503 * Other expenses * Sale of steel parts 7,141,381 7,249,807 7,124,345 8,930,537 8,188,915 38,634,985 * Other expenses reimbursement 341,338 341,338 * Warranty claim recovery 631,272 537,868 394,062 298,898 256,458 2,118,558 3 Toyota Motor Corporation Japan Holding Company Expenses: * System maintenance fees for use of software 2,239,290 606,939 1,340,518 4,186,747 * Training and development inhouse and overseas 1,036,937 1,036,937 * Other expenses reimbursement * Travelling expenses Directors overseas * Homologation testing services 91,270 1,245,264 1,336,534 * Spares (Imports) for repairs and maintenance * Sales promotion Publicity, prize and others * Purchase of parts and components 1,451,988 120,623 19,954 555,098 2,147,663 * Purchase of trail parts 8,078 8,078 * Sales promotion and advertisements 421,196 39,437 4,463,059 151,503 374,267 5,449,461 * Capital goods * GPS imports * Research and development 100,221 5,563 105,784 * Sales promotion dealer training * Royalty 585,218,468 575,258,981 1,160,477,449 * Capital goods Services * Technical assistance/ support expenses 2,552,796 639,046 3,191,841 * Reimbursement of expensesat medical check up fee * Subscription for lexus connect usage fees * Subscription Fees * Rates and taxes * Toyota technical training institute expenses * Export of parts and components, CBUs 247,195 945,779 157,250 152,725 740,619 2,243,569 * SMQR reimbursement 1,490,800 1,490,800 * Warranty claim reimbursement 8,160 49,982 95,226 314,113 160,746 * Other expenses reimbursement 1,974,903 15,652,265 17,627,168 4 Toyota Daihatsu Engineering & Manufacturing Co., Ltd. Thailand * Export of parts and components, CBUs 19,712,029 12,807,878 15,233,956 20,399,312 14,589,501 82,742,677 * Other expenses reimbursement 177,000 177,000 Expenses: * License fees for use of software * Research and development * Training and development inhouse and overseas 439,128 439,128 * Spares (Imports) for repairs and maintenance 644,686 644,686 * Capital goods Services 10,617,926 861,217 11,479,142 * Technical assistance/ support expenses * Other expenses reimbursement 84,478 58,444 142,922 * Royalty 10,887,070 10,035,184 4,394,720 7,571,403 8,308,890 41,197,267 * Capital goods material 644,686 (644,686) (0) 5 Toyota Industries Engine India Private Limited India Common Director Expenses: * Purchase of parts and components, service part 2,024,920,176 1,684,146,573 1,681,152,852 1,794,162,523 2,475,401,149 9,659,783,273 * Other expenses * Sale of steel parts 655,095,360 740,876,698 580,684,122 983,817,525 1,161,350,890 4,121,824,595 * Other income * Warranty claim 1,495,080 1,128,073 6,172,998 recovery 1,894,952 247,550 1,407,343 Expenses: * CBU sales incentive * Other expenses reimbursement 6 Toyota Financial Services India Limited India * Other recoveries/ receipts 0 0 0 2,780,946 0 2,780,946 7 Toyota Material Handling India Pvt ltd India Common Director * Other expenses * Purchase of parts and components, service part 573,120 224,098 1,011,191 1,202,414 2,372,519 5,383,342 * Capital goods Kirloskar Systems Limited & It's Affiliate List of related parties & transactions during FY 1819 upto Aug'2018 Sl. No Name of Related Party Country Nature of Relationship Description of Transaction Apr18 May18 Jun18 Jul18 Aug18 Total 1 Denso Kirloskar Industries Pvt Ltd India Common Director Expenses: * Purchase of parts and components, service part 536,767,460 488,195,480 481,522,713 474,467,855 509,126,658 2,490,080,166 * Other expenses * Capital goods * Warranty claim 996,577 683,086 4,010,690 recovery 787,108 1,287,655 256,264 2 Kirloskar Toyota Textiles Machinery Pvt Ltd India Common Director Expenses: * Purchase of parts and components, service parts. * Sale of steel parts * Other income 450,000 450,000 3 Kirloskar Chillers Pvt Ltd India Common Director Expenses: * Purchase of parts and components, service parts. 179,457 179,457 * Sale of steel parts * Other income Page 1 of 1