YAMAHA MUSIC INDIA PRIVATE LIMITED

NOTICE

Notice is hereby given that Thirteenth Annual General Meeting of the Members of Yamaha Music India Private Limited will be held on Thursday, the 29th day of July, 2021 at 10:00 A.M. (Indian Standard Time) at Plot No. 27-32, One Hub, Kunnapattu Village & Panchayat, Manamathy Post, Thiruporur Taluk, Kancheepuram District- 603 105 (i.e. at a place other than the place where registered office of the Company is situated) through video conferencing (as per details provided in notes), to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the audited Balance Sheet of the Company as at March 31, 2021, Cash Flow Statement and Profit & Loss Account for the year ended on that date together with the Report of Auditor and Directors thereon.

SPECIAL BUSINESS:

2. To consider and if thought fit, to pass with or without modification(s), the following resolutions as Ordinary Resolutions: -

"RESOLVED THAT Mr. Masahiko Hakamata (DIN: 09124282) who was appointed as an Additional Director of the Company pursuant to Section 161(1) of the Companies Act, 2013, be and is hereby confirmed as Director of the Company.

RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to do all such acts, deeds, and things as may be deemed necessary or expedient to give effect to this resolution, including filing of necessary intimation regarding confirmation of appointment of Mr. Masahiko Hakamata as Director of the Company in prescribed Form DIR-12 with the Registrar of Companies.

RESOLVED FURTHER THAT a certified true copy of the aforesaid resolution be given under the signatures of any one of the Director or Company Secretary of the Company."

3. To consider and if thought fit, to pass with or without modification(s), the following resolutions as Ordinary Resolutions: -

"RESOLVED THAT Mr. Katsunobu Suzuki (DIN: 09117595) who was appointed as an Additional Director of the Company pursuant to Section 161(1) of the Companies Act, 2013, be and is hereby confirmed as Director of the Company.

RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to do all such acts, deeds, and things as may be deemed necessary or expedient to give effect to this resolution, including filing of necessary intimation regarding confirmation of appointment of Mr. Katsunobu Suzuki as Director of the Company in prescribed Form DIR-12 with the Registrar of Companies.

RESOLVED FURTHER THAT a certified true copy of the aforesaid resolution be given under the signatures of any one of the Director or Company Secretary of the Company."

Notes:

i. In view of the COVID-19 pandemic, the Ministry of Corporate Affairs (MCA) vide its Circular dated January 13, 2021 read with Circular dated May 5, 2020, dated April 8, 2020 and April 13, 2020 (collectively referred to as “Circulars”), has further allowed companies whose Annual General Meeting (AGM) become due in the year 2021 to hold their Annual General Meeting through Video Conferencing or Other Audio Visual Means on or before December 31, 2021.

ii. In compliance with the requirements of aforesaid MCA Circulars, electronic copy of the Notice of AGM along with Audited Financial Statements including Board’s Report, Auditors’ Report and other documents required to be attached therewith under the Companies Act, 2013 for the financial year ended March 31, 2021 are being sent to the members of the Company on their registered Email Id through electronic means and no physical copy of the Notice and related documents will be sent by the Company to any member.

iii. Explanatory statement with respect to Item Nos. 2 and 3 are enclosed herewith.

iv. The Notice has also been hosted on the website of the Company.

v. A link to join and participate in Thirteenth AGM of the Company shall be sent on the registered Email Id of the members of the Company. Members shall attend the meeting by clicking on the said link.

vi. If there is any change in the E-mail ID already registered with the Company, members are requested to immediately notify such change to the Company.

vii. Members are requested to participate in the Thirteenth AGM of the Company through video conferencing via Microsoft Teams on Thursday, July 29, 2021 at 10:00 A.M. (Indian Standard Time).

viii. The facility for joining the meeting shall be opened at 9:45 A.M. (i.e. 15 minutes before the scheduled time) and will be kept opened till 10:15 A.M. (i.e. till the expiry of 15 minutes from the scheduled time of meeting). The members are requested to join the meeting before 10:00 A.M. so that the same can be started at scheduled time.

ix. Designated Email Id of the Company is jhoomer.gupta@music.yamaha.com

x. Helpline number for assistance in using technology before or during the meeting 0124-4853300. Any member who needs any assistance on the same may call on the given number.

xi. Authorized Representatives of the Member(s) of the Company appointed as per Section 113 of the Companies Act, 2013 and Members of the Company present through video conferencing shall be counted for the purpose of quorum. Corporate Members whose Authorized Representatives will be attending the Meeting are requested to send a certified copy of the Board Resolution/ Power of Attorney authorizing their representative to attend and vote on their behalf at the meeting, at the Designated Email Id.

xii. All participants will be allowed to pose questions concurrently. In case any member desires to submit questions in advance, then such member may send the same on the Designated Email Id of the Company as provided above.

xiii. Vote on resolution by the members shall be done by way of show of hands.

xiv. Register of Members, Register of Directors, Key Managerial Personnel and their shareholding; and Register of contracts and arrangements shall be accessible only in electronic form for inspection during the meeting through video conferencing. Same may be accessed through jhoomer.gupta@music.yamaha.com

xv. Since the Thirteenth AGM is being convened through video conferencing, requirement of enclosing Route map is not applicable.

By Order of the Board,

For Yamaha Music India Private Limited


SD/-


Jhoomer Gupta

Company Secretary

Membership No. A28038


Date: July 2, 2021

Place: Gurugram

EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 2

Mr. Masahiko Hakamata was appointed as an Additional Director of the Company by the Board of Directors in its meeting held on March 15, 2021, subject to allotment of Director Identification Number (DIN) or April 1, 2021 whichever is later, to hold office until the date of next Annual General Meeting of the Company. Since DIN: 09124282 was allotted to Mr. Masahiko Hakamata on March 25, 2021, therefore his appointment became effective from April 1, 2021.

Accordingly, there is a proposal for confirmation of appointment of Mr. Masahiko Hakamata (DIN: 09124282) as Director of the Company in the ensuing Annual General Meeting of the Company. The Board of Directors has approved the said proposal in its meeting held on July 2, 2021, subject to approval of the Members.

The statutory information required to be disclosed pursuant to the provisions of Section 102 of the Companies Act, 2013 is as under:

1. Nature of concern or interest of the Directors – Mr. Masahiko Hakamata is interested in this resolution, since the resolution relates to confirmation of his appointment as Director of the Company;

2. Nature of concern or interest of other key managerial personnel – None; and

3. Nature of concern or interest of the relatives of persons mentioned at Sl. No. 1 and 2 above – None.

The statutory information required to be disclosed pursuant to Secretarial Standard-2 are as under:

Particulars Information
Age 58
Qualification Electrical Engineering
Experience 33 years
Terms and Conditions of Appointment As may be decided by the management of the Company
Remuneration As may be decided by the management of the Company
Date of First Appointment on the Board April 1, 2021
Shareholding in the Company Nil
Relationship with other Directors/ Key Managerial Personnel, if any Not Applicable
Number of Board Meetings attended during the year Three (3)
Directorships/ Membership/ Chairmanship of Committees of other Boards Member of Corporate Social Responsibility (CSR) Committee of the Board of directors of the Company

Your Directors recommend this resolution for the approval of shareholders.

Item No. 3

Mr. Katsunobu Suzuki was appointed as an Additional Director of the Company by the Board of Directors in its meeting held on March 15, 2021, subject to allotment of Director Identification Number (DIN) or April 1, 2021 whichever is later, to hold office until the date of next Annual General Meeting of the Company. Since DIN: 09117595 was allotted to Mr. Katsunobu Suzuki on March 22, 2021, therefore his appointment became effective from April 1, 2021.

Accordingly, there is a proposal for confirmation of appointment of Mr. Katsunobu Suzuki (DIN: 09117595) as Director of the Company in the ensuing Annual General Meeting of the Company. The Board of Directors has approved the said proposal in its meeting held on July 2, 2021, subject to approval of the Members.

The statutory information required to be disclosed pursuant to the provisions of Section 102 of the Companies Act, 2013 is as under:

1. Nature of concern or interest of the Directors – Mr. Katsunobu Suzuki is interested in this resolution, since the resolution relates to confirmation of his appointment as Director of the Company;

2. Nature of concern or interest of other key managerial personnel – None; and

3. Nature of concern or interest of the relatives of persons mentioned at Sl. No. 1 and 2 above – None.

The statutory information required to be disclosed pursuant to Secretarial Standard-2 are as under:

Particulars Information
Age 47
Qualification BS major in Finance, New York University
Experience 14 years
Terms and Conditions of Appointment As may be decided by the management of the Company
Remuneration As may be decided by the management of the Company
Date of First Appointment on the Board Not Applicable
Shareholding in the Company Nil
Relationship with other Directors/ Key Managerial Personnel, if any Not Applicable
Number of Board Meetings attended during the year Three (3)
Directorships/ Membership/ Chairmanship of Committees of other Boards Member of Corporate Social Responsibility (CSR) Committee of the Board of directors of the Company

Your Directors recommend this resolution for the approval of shareholders.