Notice is hereby given that the 25th Annual General Meeting of Honda Motorcycle and Scooter India Private Limited will be held on Friday, 23rd Day of August 2024 from 04:30 to 05:00 pm at the Registered Office of the Company situated at Plot No.1, Sector -3, IMT Manesar, District Gurugram, Haryana – 122050, India to transact the following business(es):

ORDINARY BUSINESS

1. Adoption of Accounts

To receive, consider and adopt the audited Financial Statement of the Company for the financial year ended on 31st March 2024 together with the report of Auditors and Director’s thereon.

2. Declaration of Dividend

To declare the Dividend for the Financial Year ended on 31st March 2024.

SPECIAL BUSINESS

3. Appointment of Mr. Yuichi Akita as Director

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“ RESOLVED THAT Mr. Yuichi Akita, who was appointed as an Additional Director of the Company with effect from 01st April 2024 and who holds office up to this Annual General Meeting, be and is hereby appointed as Director of the Company.”

4. Appointment of Mr. Yuichi Akita as Whole time Director designated as “Director”

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT approval of the members is hereby accorded to the appointment of Mr. Yuichi Akita as Whole Time Director designated as “Director” of the Company for a period of 3 Years with effect from 01st April 2024. Mr. Yuichi Akita shall have the right to exercise such powers of the management as have been / may be delegated to him by the Board of Directors from time to time.

RESOLVED FURTHER THAT pursuant to the relevant provisions of the Companies Act, 2013 and in accordance with Article 99 of the Articles of Association, consent of the members be and is hereby accorded to the remuneration paid and / or payable to Mr. Yuichi Akita, Director subject to the condition that the total remuneration, exclusive of all other benefits as applicable to the whole time directors of the Company from time to time, shall not exceed Rs. 5,00,00,000/- (Rupees Five Crore Only) per annum.”

5. To Consider and Approve Change in Designation of Mr. Naveen Awal, Whole Time Director from “Director – Production” to “Director”.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT approval of the members be and is hereby accorded for change in designation of Mr. Naveen Awal, Whole time Director from ‘Director – Production’ to ‘Director’, with effect from 01st April 2024.”

6. To Ratify the Remuneration to be paid to Cost Auditor for the Year ending on 31st March 2025.

To Consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary resolution:

“RESOLVED THAT pursuant to Section 148 and other applicable provisions of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration of 2,75,000/- (Rupees Two Lakh Seventy Five Thousand Only) plus applicable GST and out-of-pocket expenses to be paid to M/s. R.J. Goel & Co., Cost Accountants as Cost Auditors appointed by Board of Directors to conduct audit of the cost records of the Company for the Year ending on 31st March 2025, be and is hereby ratified”

By Order of the Board
For Honda Motorcycle and Scooter India Private Limited

Sanjeev Chaubey
Chief Legal Officer & Company Secretary
FCS - 5343

Date: 22nd July 2024
Place: Manesar, District Gurugram

Notes:

i) The explanatory statement pursuant to Section 102 of the Companies Act, 2013 is annexed herewith and forms part of this notice.

ii) Any member entitled to attend and vote at the meeting is entitled to appoint a proxy, to attend and vote on poll instead of himself / herself and proxy need not be a member of the Company.

iii) The Memorandum & Articles of Association and all other documents and papers as referred to in this notice and as required by the Companies Act, 2013 shall be available for inspection by the members on any working day at the registered office of the Company and will also be available during the meeting.

iv) The Dividend, if approved by the Members, shall be paid to those Shareholders whose name will appear on the Register of Members on the date of Annual General Meeting.

v) In terms of requirements of the Secretarial Standard – 2 on “General Meetings” issued by the Institute of Company Secretaries of India and approved and notified by the Central Government, Route Map for the location of the aforesaid meeting is enclosed.

EXPLANATORY STATEMENT

[Pursuant to Section 102 of the Companies Act, 2013]

Item No. 3 & 4

Mr. Yuichi Akita was appointed as an Additional Director of the Company w.e.f. 01st April 2024 by the Board of Directors at their meeting held on 22nd February 2024.

According to the provisions of the Section 161 of the Companies Act, 2013, Mr. Yuichi Akita holds office up to the date of ensuing Annual General Meeting.

Further, subject to approval of members in General Meeting, the Board of Directors at its meeting held on 22nd February 2024 appointed Mr. Yuichi Akita as “Director” of the Company for a period of three years with effect from 01st April 2024.

The Board also approved, subject to approval of the members, the remuneration payable to Mr. Yuichi Akita subject to the condition that the total remuneration, exclusive of all other benefits as applicable to the Whole-time Directors of the Company from time to time, shall not exceed Rs. 5,00,00,000/- (Rupees Five Crore only) per annum.

Your directors recommend passing of the resolution as set out in Item No. 3& 4 in the Notice.

None of the directors except Mr. Yuichi Akita is interested in the above-said resolutions.

As stipulated under Secretarial Standard – 2, brief profile of Mr. Yuichi Akita, including names of companies in which he holds directorship and memberships / chairmanship of Board Committees is provided below in Table A:

Table A

Age	55yrs
Qualification	Graduate
Experience	Automobile Industry
Terms & Conditions of Appointment	Director
Details of Remuneration	Maximum Limit of Rs 5 crore exclusive of other benefits as are applicable to Whole time Directors
Date of First Appointment	01st April 2024
Shareholding in the Company	NIL
Relationship with other Directors / Manager and other KMP	NIL
Number of Meetings attended during Financial Year 2023-24 and till the date of this AGM	2 Board Meeting and 2 Internal Audit Committee Meeting
Directorships of other Board	Nil
Membership / Chairmanship of Committees of other Board	Nil

Item No. 5

The Board has changed the designation of Mr. Naveen Awal from ‘Director-Production’ to “Director” with effect from 1st April 2024 at its meeting held on 22nd February 2024 subject to the approval of the members in the General Meeting.

Your Directors recommend passing of the resolution as set out at item no. 5 of the notice.

None of the directors except Mr. Naveen Awal is interested in the above-said resolution.

Item No. 6

The Board has appointed M/s R. J. Goel & Co. Cost Accountants as Cost Auditor of the Company in their meeting held on 19th June 2024 to conduct the audit of cost accounting records for the year ending on 31st March 2025 and approved the remuneration to be paid to the Cost Auditor.

In accordance with the provisions of Section 148 of Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditor need to be ratified by the Shareholders.

Your Directors recommend passing of the resolution as set out at item no. 6 of the notice.

None of the Directors have any pecuniary interest in this resolution.

By Order of the Board
For Honda Motorcycle and Scooter India Private Limited

Sanjeev Chaubey
Chief Legal Officer & Company Secretary
FCS 5343

Date: 22nd July 2024
Place: Manesar, District Gurugram