BEML : Notice of 58th AGM

BEML LIMITED

(CIN: L35202KA1964GOI001530)

(A Government of India Schedule-A Company under Ministry of Defence)

"BEML SOUDHA" 23/1, 4th Main, S.R. Nagar, Bengaluru 560027

Phone: [phone]. FAX: [phone] Email: [e-mail] Website : www.bemlindia.in

NOTICE

NOTICE is hereby given that the 58th Annual General Meeting of BEML Limited will be held on Friday, the 23rd September, 2022 at 11.30 hours through Video Conferencing (VC), to transact the following business:

1. ORDINARY BUSINESS

1. To receive, consider and adopt:
2. 1. the Audited Financial Statement of the Company for the Financial Year ended 31st March 2022, together with the Reports of the Board of Directors and the Auditors thereon; and
   2. the Audited Consolidated Financial Statement of the Company for the Financial Year ended 31st March 2022 and the Report of the Auditors thereon.
3. To confirm the payment of Interim Dividend on Equity Shares and declare Final Dividend on Equity
   Shares for the Year ended 31.03.2022.
4. To appoint a Director in place of Shri Amit Banerjee (DIN: 08783660), Chairman and Managing Director, who retires by rotation and being eligible, offers himself for re-appointment.
5. To appoint a Director in place of Shri MV Rajasekhar (DIN: 08467141), Director (Mining & Construction Business), who retires by rotation and being eligible, offers himself for re-appointment.
6. To consider and if thought fit, to pass the following resolution for fixation of remuneration of Statutory
   Auditors for the year 2022-23:

"RESOLVED that pursuant to the provisions of Section 142 of the Companies Act, 2013, the Board of Directors of the Company be and are hereby authorized to fix the remuneration and other terms and conditions of the Statutory Auditors of the Company appointed by the Comptroller and Auditor General of India for the financial year 2022-23."

1. SPECIAL BUSINESS

6. To consider and if thought fit, to pass the following resolution for Ratification of Remuneration payable to Cost Auditors as an Ordinary Resolution:

"RESOLVED that pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration of `1,33,403, inclusive of out-of-pocket expenses and GST will be extra, payable to M/s. R M Bansal and Co., Cost Auditors, as duly appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the FY 2022-23, be and is hereby ratified and confirmed."

	By order of the Board
	For BEML Limited
	Sd/-
Bengaluru	Jai Gopal Mahajan
01.09.2022	Company Secretary

1

NOTES:

1. MCA vide General Circular No.02/2022, dated 05.05.2022 has extended the requirements provided in paragraphs 3 and 4 of the General Circular No.20/2020 dated 05.05.2020. As per the said General
   Circular, in view of the prevailing situation, owing to the difficulties involved in dispatching of physical copies of the financial statements (including Board's report, Auditor's report or other documents required to be attached therewith), such statements along with notice of the meeting shall be sent only by email to the members and to all other persons so entitled. With this facility Companies are allowed to conduct their AGM through VC/OAVM.
2. Further, the Securities and Exchange Board of India ("SEBI") vide Circular No. SEBI/HO/CFD/CMD2/ CIR/P/2022/62, dated 13.05.2022 has extended the relaxations from dispatching of Physical Copies of Financial Statements for the year 2022 who conduct their AGMs during the calendar year 2022
   (i.e. till December 31, 2022) through VC/OAVM.
3. In view of the above, Members can attend and participate in the ensuing AGM through VC. The Members can join the meeting through VC 15 minutes prior to scheduled time of the commencement of the meeting or during the meeting. The attendance of the Members attending the AGM through VC will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
4. Pursuant to the Circulars issued by MCA and SEBI, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at AGM and cast their votes through e-voting. The letter of appointment of representative(s) of the President of India or the Governor of a State; or the authorisation in respect of representative(s) of the Corporations shall be received by the Scrutinizer/Company on or before close of remote e-voting. The said Resolution/Authorization shall be sent to the Company by e-mail to [e-mail].
5. The documents relating to Register of Directors and KMP and their shareholding maintained under Section 170 of the Companies Act, 2013 and Register of Contracts and Arrangements in which directors are interested under Section 189 of the Companies Act, 2013 will be available electronically for inspection by the Members during the AGM. Members seeking to inspect such documents can send an e-mail to [e-mail].
6. Members may visit the website of the Company www.bemlindia.in for more information on the Company.
7. Members are requested to address all correspondence in relation to share matters to the Company's RTA, M/s. Kfin Technologies Limited at the following address:
   M/s. Kfin Technologies Limited Selenium Tower B, Plot 31-32,
   Gachibowli, Financial District,
   Nanakramguda, Serilingaampally, Hyderabad - 500 032.
   Ph: 040-67161526, Fax: [phone]
   E-mail: [e-mail], [e-mail]
   Website: www.kfintech.com

2

8. Investor Grievance Redressal:

The Company has an exclusive page for lodging complaints online through 'Online Investor Complaints' at https://www.bemlindia.in/complain.aspx?type=investor which enables investors to register their complaints. The Company endeavour to reply to the said complaints within a period of 3 working days.

9. Pursuant to SEBI circular ref SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20.04.2018, shareholders whose ledger folios do not have or having incomplete details with regard to PAN and Bank particulars are required to compulsorily furnish the details to the RTA/to the Company for registration in the folio, so that investments held by the shareholders will be fully protected with proper KYC compliance.

1. SEBI vide its circular dated 25.01.2022 has mandated that listed companies shall henceforth issue the securities in dematerialized form only while processing service requests for issue of duplicate securities certificate, claim from Unclaimed Suspense Account, renewal/exchange of securities certificate, endorsement, sub-division/splitting of securities certificate, consolidation of securities certificates/folios, transmission and transposition purposes. Members holding shares in physical mode are requested to get their holdings converted into dematerialized mode.
2. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, relating to the Special Business to be transacted at the AGM is annexed hereto.
3. Pursuant to Regn. 36(3) of the Listing Regulations, the brief resume/profile of the Directors eligible for appointment/re-appointment is attached hereto.
4. The dividend declared at the AGM will be paid on or after 29.09.2022, in respect of shares held in physical form to those members who are entitled to the same and whose names appear in the Register of Members of the Company after giving effect to all valid share transfers lodged with the Company at the end of business hours on 16.09.2022. In respect of shares held in the electronic form to those "Deemed Members" whose names appear in the Statement of Beneficial Ownership furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited as at the closure of that date.
5. Pursuant to the Finance Act 2020, dividend income will be taxable in the hands of the Members w.e.f. 1st April 2020 and the Company is required to deduct tax at source ("TDS") from dividend paid to the Members at prescribed rates in the Income Tax Act, 1961 ("the IT Act"). In general, to enable compliance with TDS requirements, Members are requested to complete and/or update their Residential Status, Permanent Account Number ("PAN"), category as per the IT Act with their Depository Participants ('DPs') or in case shares are held in physical form, with the Company by sending documents on or before 17.09.2022.
6. Unclaimed/Unpaid Dividend:
   Any amount that remains unpaid/unclaimed in the Unpaid Dividend Account of the Company for a period of 7 years from the date of transfer to the said account, has to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government in terms of the provisions of the Companies Act, 2013.
   Further, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred to IEPF pursuant to provisions of Section 124 of the Companies Act, 2013 and MCA Notifications and amendments thereon issued from time to time. Accordingly, all the unclaimed dividend amounts declared prior to 31.03.2014 along with shares are transferred to IEPF.
   Any shareholder whose shares are transferred to the IEPF may approach RTA/Company for claiming

3

back the shares along with the unpaid dividend amount as per the procedure laid down in IEPF authority's website at www.iepf.gov.in.

The unpaid dividends that are due for transfer to the IEPF pursuant to Section 124 of the Companies Act, 2013, are as follows:

Dividend for the		Unclaimed as on
Date of Declaration	31.03.2022	Due for transfer on
financial year
	(`. in lakhs)
2014-15	15.09.2015	1.60	21.10.2022
2015-16	15.09.2016	6.11	21.10.2023
2016-17	21.09.2017	10.71	27.10.2024
2017-18	26.09.2018	11.69	01.11.2025
2018-19 (Interim)	21.03.2019	6.52	26.04.2026
2018-19 (Final)	26.09.2019	3.33	01.11.2026
2019-20 (Interim)	13.03.2020	5.01	18.04.2027
2019-20 (Final)	25.09.2020	8.05	31.10.2027
2020-21 (Interim)	10.02.2021	5.12	20.03.2028
2020-21 (Final)	24.09.2021	1.13	01.11.2028
Total		59.27	--

Members who have not encashed their dividend warrants pertaining to the aforesaid year/s may approach the Company/RTA of the company, for obtaining payments thereof at least 20 days before they are due for transfer to the IEPF.

1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the
   Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs and SEBI, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the
   Company has entered into an agreement with NSDL for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system on the date of the AGM will be provided by NSDL.
2. In line with the MCA and SEBI Circulars, the 58th Annual Report including Notice is sent in electronic form to the shareholders whose registered e-mail IDs are available with the Company/Registrar and
   Share Transfer Agent (RTA). For those members who have not registered their email IDs, can obtain the Notice and Annual Report at website of the Company www.bemlindia.in. The Notice and Annual Report can also be accessed from the 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. Further, the Notice and Annual Report is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. M/s. National Securities Depository Limited. In addition, the notice of Annual General meeting published by advertisement in terms of Reg. 47 of LODR Regulations, shall contain a link to the annual report so as to enable shareholders to have access to the full annual report.
3. In terms of Regn. 42 of the Listing Regulations, the Register of Members and Share Transfer Book will remain closed from 17.09.2022 to 23.09.2022 (both days inclusive) for the purpose of the AGM.

4

19. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Monday, 19th September, 2022, at 09:00 A.M. and ends on Thursday, 22nd September, 2022, at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members/

Beneficial Owners as on the record date (cut-off date) i.e. 16th September, 2022 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 16th September, 2022.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned

below:

Step 1: Access to NSDL e-Voting system

A)Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders		Login Method
Individual Shareholders	1.	Existing IDeAS user can visit the e-Services website of NSDL Viz.
holding securities in		https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the
demat mode with NSDL.		e-Services home page click on the "Beneficial Owner" icon under "Login" which
		is available under 'IDeAS' section, this will prompt you to enter your existing User
		ID and Password. After successful authentication, you will be able to see e-Voting
		services under Value added services. Click on "Access to e-Voting" under
		e-Voting services and you will be able to see e-Voting page. Click on company
		name or e-Votingservice provider i.e. NSDL and you will be re-directed to
		e-Voting website of NSDL for casting your vote during the remote e-Voting period
		or joining virtual meeting & voting during the meeting.
	2.	If you are not registered for IDeAS e-Services, option to register is available at
		https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click
		at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3.	Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
		https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
		Once the home page of e-Voting system is launched, click on the icon "Login"
		which is available under 'Shareholder/Member' section. A new screen will open.
		You will have to enter your User ID (i.e. your sixteen digit demat account number
		hold with NSDL), Password/OTP and a Verification Code as shown on the screen.
		After successful authentication, you will be redirected to NSDL Depository site
		wherein you can see e-Voting page. Click on company name or e-Votingservice
		provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for
		casting your vote during the remote e-Voting period or joining virtual meeting &
		voting during the meeting.
	4.	Shareholders/Members can also download NSDL Mobile App "NSDL Speede"
		facility by scanning the QR code mentioned below for seamless voting experience.

5