Annual Return

FORM NO.MGT-7

[ Pursuant to sub-Section(1) of section 92 of the Companies Act, 2013 and sub-rule (1) of rule 11of the Companies (Management and Administration) Rules, 2014 ]

national_symbol

Annual Return

(other than OPCs and Small Companies)

Form language

English
Hindi

Refer the instruction kit for filing the form.

I. REGISTRATION AND OTHER DETAILS

(i) * Corporate Identification Number (CIN) of the company

U35912HR2001PTC034649

Global Location Number (GLN) of the company

*Permanent Account Number (PAN) of the company

AAACH7467D

(ii) (a) Name of the company

HONDA MOTORCYCLE AND SCOOTER

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(b) Registered office address

Plot No.1,Sector-3,IMT Manesar NA

Gurugram

Gurgaon

Haryana

122050

India

(c) *e-mail ID of the company

mohit.bhola@honda.hmsi.in

(d) *Telephone number with STD code

01242290011

(e) Website

www.honda2wheelersindia.co

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(iii)    Date of Incorporation

22/03/2001

(iv)

Type of the Company Category of the Company Sub-category of the Company
Private Company Company limited by shares Indian Non-Government company

(v) Whether company is having share capital

Yes
No

(vi) *Whether shares listed on recognized Stock Exchange(s)

Yes
No

(vii) *Financial year From date

01/04/2023

(DD/MM/YYYY)

To date

31/03/2024

(DD/MM/YYYY)

(vi) *Whether Annual general meeting (AGM) held

Yes
No

(a) If yes, date of AGM

(b) Due date of AGM

(c) Whether any extension for AGM granted

Yes
No

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

*Number of business activities

1

S.No Main Activity group code Description of Main Activity group Business Activity Code Description of Business Activity % of turnover of the company
1 C Manufacturing C11 Motor vehicles,trailers,semi trailers and other Transport Vehicles 99

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (INCLUDING JOINT VENTURES)

*No. of Companies for which information is to be given

1

S.No Name of the company CIN / FCRN Holding/ Subsidiary/Associate/ Joint Venture % of shares held
1 Honda Motor Co.Ltd. Holding 96.77

IV. SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY

(vi) *SHARE CAPITAL

(a) Equity share capital

Particulars Authorised capital Issued capital Subscribed capital Paid up capital
Total number of equity shares 310,000,000 310,000,000 310,000,000 310,000,000
Total amount of equity shares (in Rupees) 3,100,000,000 3,100,000,000 3,100,000,000 3,100,000,000

Number of classes

1

Class of Shares

EQUITY SHARES

 Authorised capital Issued capital Subscribed capital Paid up capital
Number of equity shares 310,000,000 310,000,000 310,000,000 310,000,000
Nominal value per share (in rupees) 10 10 10 10
Total amount of equity shares (in rupees) 3,100,000,000 3,100,000,000 3,100,000,000 3,100,000,000

(b) Preference share capital

Particulars Authorised capital Issued capital Subscribed capital Paid up capital
Total number of preference shares 0 0 0 0
Total amount of preference shares (in rupees) 0 0 0 0

Number of classes

0

Class of Shares

Authorised capital Issued capital Subscribed capital Paid up capital
Number of preference shares
Nominal value per share (in rupees)
Total amount of preference shares (in rupees) 0 0

(c) Unclassified share capital

Particulars Authorised capital
Total amount of unclassified shares 0

(d) Break-up of paid-up share capital

Class of shares Number of shares Total nominal amount Total Paid-up amount Total premium
Equity shares Physical DEMAT Total
At the beginning of the year
310,000,000 addition_symbol
310000000
3,100,000,0 addition_symbol
3,100,000,0 addition_symbol
Increase during the year 0 0 0 0 0 0
i. Pubic Issues 0 0 0 0 0 0
ii. Rights issue 0 0 0 0 0 0
iii. Bonus issue 0 0 0 0 0 0
iv. Private Placement/ Preferential allotment 0 0 0 0 0 0
v. ESOPs 0 0 0 0 0 0
vi. Sweat equity shares allotted 0 0 0 0 0 0
vii. Conversion of Preference share 0 0 0 0 0 0
viii. Conversion of Debentures 0 0 0 0 0 0
ix. GDRs/ADRs 0 0 0 0 0 0
x. Others, specify

Decrease during the year 0 0 0 0 0 0
i. Buy-back of shares 0 0 0 0 0 0
ii. Shares forfeited 0 0 0 0 0 0
iii. Reduction of share capital 0 0 0 0 0 0
iv. Others, specify

At the end of the year 310,000,000 0 310000000 3,100,000,0 3,100,000,0
Preference shares
At the beginning of the year 0 0 0 0 0
Increase during the year 0 0 0 0 0 0
i. Issues of shares 0 0 0 0 0 0
ii. Re-issue of forfeited shares 0 0 0 0 0 0
iii. Others, specify

Decrease during the year 0 0 0 0 0 0
i. Redemption of shares 0 0 0 0 0 0
ii. Shares forfeited 0 0 0 0 0 0
iii. Reduction of share capital 0 0 0 0 0 0
iv. Others, specify

At the end of the year 0 0 0 0 0

ISIN of the equity shares of the company

(ii) Details of stock split/consolidation during the year (for each class of shares)

0

Class of shares (i) (ii) (iii)
Before split /Consolidation Number of shares
Face value per share
After split /Consolidation Number of shares
Face value per share

(iii) Details of shares/Debentures Transfers since closure date of last financial year (or in the case of the first return at any time since the incorporation of the company) *

nil_symbolNil

[Details being provided in a CD/Digital Media]

Yes
No
Not Applicable

Separate sheet attached for details of transfers

Yes
No

Note: In case list of transfer exceeds 10, option for submission as a separate sheet attachment or submission in a CD/Digital Media may be shown.

Date of the previous annual general meeting

Date of registration of transfer (Date Month Year)

Type of transfer

1 - Equity, 2- Preference Shares,3 - Debentures, 4 - Stock

Number of Shares/ Debentures/ Units Transferred

Amount per Share/ Debenture/Unit (in Rs.)

Ledger Folio of Transferor

Transferor's Name

Surname

middle name

first name

Ledger Folio of Transferee

Transferor's Name

Surname

middle name

first name

Date of registration of transfer (Date Month Year)

Type of transfer

1 - Equity, 2- Preference Shares,3 - Debentures, 4 - Stock

Number of Shares/ Debentures/ Units Transferred

Amount per Share/ Debenture/Unit (in Rs.)

Ledger Folio of Transferor

Transferor's Name

Surname

middle name

first name

Ledger Folio of Transferee

Transferor's Name

Surname

middle name

first name

(iv) *Debentures (Outstanding as at the end of financial year)

Particulars Number of units Nominal value per unit Total value
Non-convertible debentures 0 0
Partly convertible debentures 0 0
Fully convertible debentures 0 0
Total 0

Details of debentures

Class of debentures Outstanding as at the beginning of the year Increase during the year Decrease during the year Outstanding as at the end of the year
Non-convertible debentures 0 0 0 0
Partly convertible debentures 0 0 0 0
Fully convertible debentures 0 0 0 0

(v) Securities (other than shares and debentures)

0

Type of Securities Number of Securities Nominal Value of each Unit Total Nominal Value Paid up Value of each Unit Total Paid up Value

Total

V.*Turnover and net worth of the company (as defined in the Companies Act, 2013)

(i) Turnover

319,450,612,622

(ii) Net worth of the Company

100,871,156,889

VI. (a)*SHARE HOLDING PATTERN - Promoters

S. No. Category Equity Preference
Number of shares Percentage Number of shares Percentage
1. Individual/Hindu Undivided Family
(i) Indian 0 0 0
(ii) Non-resident Indian (NRI) 0 0 0
(iii) Foreign national (other than NRI) 0 0 0
2. Government
(i) Central Government 0 0 0
(ii) State Government 0 0 0
(iii) Government companies 0 0 0
3. Insurance companies 0 0 0
4. Banks 0 0 0
5. Financial institutions 0 0 0
6. Foreign institutional investors 0 0 0
7. Mutual funds 0 0 0
8. Venture capital 0 0 0
9. Body corporate (not mentioned above) 310,000,000 100 0
10. Others 0 0 0
Total 310,000,000 100 0 0

Total number of shareholders (promoters)

2

(b)*SHARE HOLDING PATTERN - Public/Other than promoters

S. No. Category Equity Preference
Number of shares Percentage Number of shares Percentage
1. Individual/Hindu Undivided Family
(i) Indian 0 0 0
(ii) Non-resident Indian (NRI) 0 0 0
(iii) Foreign national (other than NRI) 0 0 0
2. Government
(i) Central Government 0 0 0
(ii) State Government 0 0 0
(iii) Government companies 0 0 0
3. Insurance companies 0 0 0
4. Banks 0 0 0
5. Financial institutions 0 0 0
6. Foreign institutional investors 0 0 0
7. Mutual funds 0 0 0
8. Venture capital 0 0 0
9. Body corporate (not mentioned above) 0 0 0
10. Others 0 0 0
Total 0 0 0 0

Total number of shareholders (other than promoters)

0

Total number of shareholders (Promoters+Public/ Other than promoters)

2

VII. *NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS (Details, Promoters, Members (other than promoters), Debenture holders)

Details At the beginning of the year At the end of the year
Promoters 2 2
Members (other than promoters) 0 0
Debenture holders 0 0

VIII. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A)*Composition of Board of Directors

Category Number of directors at the beginning of the year Number of directors at the end of the year Percentage of shares held by directors as at the end of year
Executive Non-executive Executive Non-executive Executive Non-executive
A. Promoter 0 0 0 0 0 0
B. Non-Promoter 10 0 10 0 0 0
(i) Non-Independent 10 0 10 0 0 0
(ii) Independent 0 0 0 0 0 0
C. Nominee Directors representing 0 0 0 0 0 0
(i) Banks & FIs 0 0 0 0 0 0
(ii) Investing institutions 0 0 0 0 0 0
(iii) Government 0 0 0 0 0 0
(iv) Small share holders 0 0 0 0 0 0
(v) Others 0 0 0 0 0 0
Total 10 0 10 0 0 0

Number of Directors and Key managerial personnel (who is not director) as on the financial year end date

11

(B) (i) *Details of directors and Key managerial personnel as on the closure of financial year

Name DIN/PAN Designation Number of equity share(s) held Date of cessation (after closure of financial year : If any)
Tsutsumu Otani 10085044 Managing Director 0
Takahiro Honda 09558524 Whole-time directo 0
Vinay Dhingra 08728803 Whole-time directo 0
Takashi Yashima 09547788 Whole-time directo 0
Katsuyuki Ozawa 09547740 Whole-time directo 0
Koji Oeda 09545277 Whole-time directo 0 01/04/2024
Takeshi Kobayashi 09613070 Whole-time directo 0
Naveen Awal 09545248 Whole-time directo 0
Sanjeev Jain 10078875 Whole-time directo 0
Yogesh Mathur 10076291 Whole-time directo 0
Sanjeev Kumar Chaube addition_symbol
ADMPC7767P Company Secretar 0

(ii) Particulars of change in director(s) and Key managerial personnel during the year

0

Name DIN/PAN Designation at the beginning / during the financial year Date of appointment/ change in designation/ cessation Nature of change (Appointment/ Change in designation/ Cessation)

IX. MEETINGS OF MEMBERS/CLASS OF MEMBERS/BOARD/COMMITTEES OF THE BOARD OF DIRECTORS

A. MEMBERS/CLASS /REQUISITIONED/NCLT/COURT CONVENED MEETINGS

Number of meetings held

1

Type of meeting Date of meeting Total Number of Members entitled to attend meeting Attendance
Number of members attended % of total shareholding
Annual General Meeting 24/08/2023 2 2 100

B. BOARD MEETINGS

Number of meetings held

4

S. No. Date of meeting Total Number of directors associated as on the date of meeting Attendance
Number of directors attended % of attendance
1 23/06/2023 10 10 100
2 13/07/2023 10 10 100
3 28/10/2023 10 9 90
4 22/02/2024 10 6 60

C. COMMITTEE MEETINGS

Number of meetings held

2

S. No. Type of meeting Date of meeting Total Number of Members as on the date of the meeting Attendance
Number of members attended % of attendance
1
2

D. *ATTENDANCE OF DIRECTORS

S.No Name of the director Board Meetings Committee Meetings Whether attended AGM held on
Number of Meetings which director was entitled Number of Meetings attended % of attendance Number of Meetings which director was entitled to attend Number of Meetings attended % of attendance
(Y/N/NA)
1 Tsutsumu Ota 4 4 100 0 0 0
2 Takahiro Hond 4 2 50 0 0 0
3 Vinay Dhingra 4 4 100 2 2 100
4 Takashi Yashi 4 3 75 2 2 100
5 Katsuyuki Oza 4 4 100 2 2 100
6 Koji Oeda 4 4 100 0 0 0
7 Takeshi Kobay 4 4 100 0 0 0
8 Naveen Awal 4 3 75 0 0 0
9 Sanjeev Jain 4 3 75 0 0 0
10 Yogesh Mathu 4 4 100 2 2 100

X.*REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

nil_symbolNil

Number of Managing Director, Whole-time Directors and/or Manager whose remuneration details to be entered

10

S. No. Name Designation Gross Salary Commission Stock Option/ Sweat equity Others Total Amount
1 Tsutsumu Otani
Managing Direct addition_symbol
21,206,169 0 0 0 21,206,169
2 Takahiro Honda
Whole-time direc addition_symbol
19,092,561 0 0 0 19,092,561
3 Vinay Dhingra
Whole-time direc addition_symbol
25,950,305 0 0 0 25,950,305
4 Takashi Yashima
Whole-time direc addition_symbol
16,478,613 0 0 0 16,478,613
5 Katsuyuki Ozawa
Whole-time direc addition_symbol
16,390,038 0 0 0 16,390,038
6 Koji Oeda
Whole-time direc addition_symbol
16,921,045 0 0 0 16,921,045
7 Takeshi Kobayashi
Whole-time direc addition_symbol
16,147,411 0 0 0 16,147,411
8 Naveen Awal
Whole-time direc addition_symbol
21,979,847 0 0 0 21,979,847
9 Sanjeev Jain
Whole-time direc addition_symbol
19,691,061 0 0 0 19,691,061
10 Yogesh Mathur
Whole-time direc addition_symbol
21,796,039 0 0 0 21,796,039
Total 195,653,089 0 0 0 195,653,089

Number of CEO, CFO and Company secretary whose remuneration details to be entered

1

S. No. Name Designation Gross Salary Commission Stock Option/ Sweat equity Others Total Amount
1
Sanjeev Kumar Cha addition_symbol
Company Secre addition_symbol
11,664,732 0 0 0 11,664,732
Total 11,664,732 0 0 0 11,664,732

Number of other directors whose remuneration details to be entered

0

S. No. Name Designation Gross Salary Commission Stock Option/ Sweat equity Others Total Amount
1 0
Total

XI. MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND DISCLOSURES

*A. Whether the company has made compliances and disclosures in respect of applicable provisions of the Companies Act, 2013 during the year

Yes
No

B. If No, give reasons/observations

XII. PENALTY AND PUNISHMENT - DETAILS THEREOF

(A) DETAILS OF PENALTIES / PUNISHMENT IMPOSED ON COMPANY/DIRECTORS /OFFICERS

nil_symbolNil

Name of the company/ directors/ officers Name of the court/ concerned Authority Date of Order Name of the Act and section under which penalised / punished Details of penalty/ punishment Details of appeal (if any) including present status

(B) DETAILS OF COMPOUNDING OF OFFENCES

nil_symbolNil

Name of the company/ directors/ officers Name of the court/ concerned Authority Date of Order Name of the Act and section under which offence committed Particulars of offence Amount of compounding (in Rupees)

XIII. Whether complete list of shareholders, debenture holders has been enclosed as an attachment

Yes
No

XIV. COMPLIANCE OF SUB-SECTION (2) OF SECTION 92, IN CASE OF LISTED COMPANIES

In case of a listed company or a company having paid up share capital of Ten Crore rupees or more or turnover of Fifty Crore rupees or more, details of company secretary in whole time practice certifying the annual return in Form MGT-8.

Name

SHOBHIT JAIN

Whether associate or fellow

Yes
No

Certificate of practice number

18107

I/We certify that:

(a) The return states the facts, as they stood on the date of the closure of the financial year aforesaid correctly and adequately.

(b) Unless otherwise expressly stated to the contrary elsewhere in this Return, the Company has complied with all the provisions of the Act during the financial year.

(c) The company has not, since the date of the closure of the last financial year with reference to which the last return was submitted or in the case of a first return since the date of the incorporation of the company, issued any invitation to the public to subscribe for any securities of the company.

(d) Where the annual return discloses the fact that the number of members, (except in case of a one person company), of the company exceeds two hundred, the excess consists wholly of persons who under second proviso to clause (ii) of sub-section (68) of section 2 of the Act are not to be included in reckoning the number of two hundred.

Declaration

I am Authorised by the Board of Directors of the company vide resolution no. ..

dated

(DD/MM/YYYY) to sign this form and declare that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been compiled with. I further declare that:

1.

Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company.

2.

All the required attachments have been completely and legibly attached to this form.

Note: Attention is also drawn to the provisions of Section 447, section 448 and 449 of the Companies Act, 2013 which provide for punishment for fraud, punishment for false statement and punishment for false evidence respectively.

To be digitally signed by

Director

DIN of the director

08728803

To be digitally signed by

Company Secretary
Company secretary in practice

Membership number

49666

Certificate of practice number

18107

Attachments

1. List of share holders, debenture holders

2. Approval letter for extension of AGM;

3. Copy of MGT-8;

4. Optional Attachement(s), if any

List of attachments

This eForm has been taken on file maintained by the Registrar of Companies through electronic mode and on the basis of statement of correctness given by the company

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