JK Tyre & Industries : Annual General Meeting

NOTICE is hereby given that the sixty-ninth Annual General Meeting of the Members of JK Tyre & Industries Ltd. will be held at the Registered Office of the Company at Jaykaygram, PO - Tyre Factory, Kankroli - 313 342 (Rajasthan) on Friday, 26th August 2022 at 11.30 A.M. IST to transact the following business:

1. To receive, consider and adopt - a) the audited standalone financial statements of the Company for the financial year ended 31st March, 2022 and the Reports of the Board of Directors and Auditors thereon; and b) the audited consolidated financial statements of the Company for the financial year ended 31st March, 2022 and the Reports of the Auditors thereon.
2. To declare Dividend.
3. To appoint a Director in place of Smt. Sunanda Singhania who retires by rotation and being eligible, offers herself for reappointment.
4. To consider and if thought fit to pass, with or without modification(s), the following as a Special Resolution:
   "RESOLVED that pursuant to the provisions of Regulation 17(6) (ca) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the other relevant provisions as may be applicable and approval of the members of the Company at the Annual General Meeting held on 27th August 2021 for payment of remuneration to Shri Bharat Hari Singhania as a non-executive director of the Company, approval of the members of the Company be and is hereby granted for payment of annual remuneration to Shri Bharat Hari Singhania (Director Identification Number: 00041156), as a non-executive Director of the Company for the financial year ending 31st March 2023, which may exceed fifty percent of the total remuneration payable to all non-executive directors of the Company.
   RESOLVED further that the Board of Directors of the Company or a Committee thereof, be and is hereby authorised to do all such acts, deeds and things, as may be deemed necessary to give effect to this resolution and for the matters connected herewith or incidental hereto."
5. To consider and if thought fit to pass, with or without modification(s), the following as a Special Resolution:
   "RESOLVED that pursuant to the provisions of Sections 5, 14 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and rules thereunder including any statutory modification(s) or re-enactment(s) thereof and subject to necessary approval(s), as may be required, from the competent authorities, approval of the Members of the Company be and is hereby accorded for adoption of new Articles of Association, as uploaded on the website of the Company, in substitution of the existing Articles of Association of the Company.
   RESOLVED further that the Board of Directors of the Company or a Committee thereof as authorised by the Board and Shri Arun K. Bajoria, Director & President (International) and Shri Pawan Kumar Rustagi, Vice President (Legal) & Company Secretary of the Company, be and are hereby severally authorised to do all such acts, deeds, matters and things as may be deemed necessary and/or expedient and to settle any question, difficulty or doubt that may arise in regard thereto, without requiring to seek any further approval of the Members of the Company or

otherwise, including acceptance of any changes as may be suggested by the Registrar of Companies and/or any other competent authority, for the purpose of giving effect to this Resolution."

1. To consider and if thought fit to pass, with or without modification(s), the following as an Ordinary Resolution:
   "RESOLVED that pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, if any, and the Companies (Audit and Auditors) Rules, 2014 or any statutory modification(s) or re-enactment thereof, the Cost Accountants appointed by the Board as the Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year commencing 1st April 2022, be paid the remuneration of Rs. 2.50 Lakh (Rupees Two Lakh Fifty Thousand Only) per annum, in addition to applicable taxes and reimbursement of actual expenses of travel outside Delhi for the said audit, as recommended by the Audit Committee and approved by the Board of Directors at their meetings held on 19th May 2022 and 20th May 2022, respectively.
   RESOLVED further that the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."
2. To consider and if thought fit to pass, with or without modification(s), the following as an Ordinary Resolution:
   "RESOLVED that pursuant to the provisions of the Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, if any, in this regard including any statutory amendment(s) or modification(s) or re-enactment(s) thereof, approval of the Members be and is hereby accorded, to the related party transaction(s), between the Company and Cavendish Industries Ltd., a subsidiary and a related party of the Company, during each of the next three financial years, i.e., 2022- 23 to 2024-25, entered or to be entered at arm's length and in the ordinary course of business of the Company with due approval of the Audit Committee of the Board of Directors of the Company, as may be required, aggregating up to Rs. 1,250 Crore, in each of the said three financial years, which may exceed the threshold specified under Regulation 23 of the said Regulations.
   RESOLVED further that the Key Managerial Personnel of the Company be and are hereby authorised jointly and/or severally to settle any difficulty that may arise and do all such acts, deeds and things as may be required in this connection."

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND ON A POLL TO VOTE INSTEAD OF HIMSELF. SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.
   A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.
2. Statement pursuant to Section 102 of the Companies Act, 2013 (Act), setting out the material facts concerning Item Nos. 4 to 7 of the Notice, is annexed hereto.
3. Relevant documents referred to in the accompanying Notice and the Statement pursuant to Section 102 of the Act, shall be available for inspection at the Registered Office and the copies thereof at the Administrative Office of the Company during normal business hours (between 11.00 A.M. to 1.00 P.M.) on all working days up to and including the date of the Annual General Meeting(AGM).
4. The Register of Members and the Share Transfer Books of the Company will remain closed from 20th August to 26th August, 2022 (both days inclusive).
5. The dividend of Rs. 1.50 per Equity Share of Rs. 2/- each (75%) as recommended by the Board of Directors, if declared at the AGM, is planned to be paid within two weeks of the date of the AGM to the Members whose names are borne on the Company's Register of Members on 19th August, 2022 or to their mandatees.
6. In respect of shares held in dematerialised form, the dividend will be paid to all the beneficial owners as at the end of the day on 19th August 2022, as per the list of beneficial owners to be received from the Depositories for this purpose.
7. Pursuant to the requirement of the Income-tax Act, 1961, the Company will be required to withhold taxes as may be required, at the prescribed rates on the dividend paid to its shareholders. The withholding tax rate would vary depending on the residential status of the shareholder and documents registered with the Company
8. Electronic copy of the Annual Report for the financial year (FY) 2021- 22, the Notice of the 69th AGM of the Company along with Admission Slip and Proxy Form are being emailed to all the members whose email addresses are registered with the Company/Depository Participants. Physical copy of the aforesaid documents may be sent on request by any such Member.
   Physical copy of the Annual Report for the FY 2021-22, the Notice of the 69th AGM of the Company along with Admission Slip and Proxy Form are being sent to those members who have not registered their email addresses with the Company/Depository Participants. The Annual Report for FY 2021-22 and the Notice of the 69th AGM will also be available on the Company's website - www.jktyre.com and websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www. nseindia.com, respectively. The Notice of AGM is also available on the website of CDSL at www.evotingindia.com.
9. Members who have not registered their email addresses so far are requested to register their e-mail addresses for receiving all communications including Annual Report, Notices, Circulars, etc. from the Company electronically.
10. APPOINTMENT OF DIRECTOR:
    Brief profile of the Director proposed to be reappointed (Item No.

3 of the Notice): Smt. Sunanda Singhania (age sixty nine years) is a Member of the Managing Committee of Pushpawati Singhania Hospital & Research Institute (PSRI Hospital), since its inception, 26 years back. Ever since, Smt. Singhania has been responsible for development of PSRI Hospital, South East Asia's first super speciality hospital for Liver, Renal & Digestive Diseases. PSRI has since been developed into multi-specialty hospital and is one of the leading hospitals in India, dedicated to providing advanced and comprehensive medical and surgical treatment in the areas of Gastroenterology, Nephrology, Urology, Hepatology, Endocrinology, Organ Transplant, Cardiology and Cardiac Surgery, Neurology and Neuro Surgery, Orthopedics including Joint Replacement, Pulmonology, Critical Care, etc. and is equipped with most modern diagnostic and radiology facilities. Kidney & Liver transplant programmes are amongst the flagship programmes of PSRI. Smt. Singhania is also overseeing affairs of Indica Travels

• Tours Pvt. Ltd., for over 33 years, a Travel House providing comprehensive services relating to travel and tours. She joined the Board of Directors of the Company w.e.f. 12th August 2014. She is Gold Medalist in Indian Classical dance. She brings with her rich experience in the areas of community service, sustainability and Corporate Social Responsibility.

She attended all the four Board Meetings of the Company held during the financial year ended 31st March 2022. She holds 6,27,500 Equity Shares of Rs. 2/- each of the Company. She is wife of Dr. Raghupati Singhania, Chairman & Managing Director of the Company. Except this, Smt. Singhania is not related to any other Director or Key Managerial Personnel of the Company. As a non-executive director of the Company, she is entitled to fee for attending the meetings of the Board and profit related commission, within the limits stipulated under the Companies Act, 2013 and the approval of the Members, wherever applicable.

She is also a Director of Radical Agro Products Pvt. Ltd. Chairmanship/ Membership of Smt. Singhania in Committees of Directors in other Companies - NIL. Listed entities from which Smt. Singhania has resigned in the past three years - NIL. Her Director Identification Number is 02356376.

11. Remote e-votingprocedure: In compliance with the provisions of Section 108 of the Companies Act, 2013 read with relevant rules thereunder and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9th December 2020, the Company is pleased to provide to its members, facility to exercise their right to vote at the 69th AGM by electronic means and the business may be transacted through remote e-voting services provided by Central Depository Services (India) Ltd. (CDSL). Remote e-voting is optional. The facility for voting by ballot/polling paper shall also be made available at the AGM and members attending the AGM who have not already cast their vote by remote e-voting shall be able to exercise their right to cast vote at the AGM.

1. THE INSTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:
   Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

1. The voting period begins on 23rd August, 2022 from 10.00 A.M. and ends on 25th August, 2022 at 5.00 P.M. During this period, members of the Company holding equity shares either in physical form or in dematerialized form, as on the cut-off date i.e., 19th August 2022 may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.
2. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the AGM venue.