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Disclosure under regulation 46 of SEBI LODR

Brief history since inception

SML ISUZU LIMITED was incorporated in July 1983 as Swaraj Vehicles Limited to manufacture Light Commercial Vehicles (LCV) in the state of Punjab. It was the result of Government of India initiatives for installing the LCV unit in order to save the fuel consumption in the economy. Punjab State Industrial Development Corporation (PSIDC) obtained the letter of intent in 1981 and subsequently transferred the same in favour of the Company in 1983.

The project in its concept, aims at breaking new ground not only in terms of product and production technology, but also in building a new culture and value system in the organization, which enables it to move forward with confidence into the era of competitive markets. This guiding philosophy is dictating every facet of project implementation both in physical facilities and the human side.

The best way to address growth opportunities, harness and open up new markets was through leadership in product technology. The search for technology brought the company face to face with Peugeot and renault of France, Volkswagen and Man of West Germany, Leyland of U.K., TAM of Yugoslavia and Isuju Duihatsu and Mazda of Japan, while evaluating the relevant technologies of these countries, the criteria that the Management had kept before itself was to select a vehicle powered by a four cylinder diesel engine, capable of providing maximum pay-load capacity best suited for local conditions and fuel efficient thus ensuring best value for money to the Indian consumer. It was this approach that led the company to Tokyo Kogyo Company Limited (known as Mazda Motor Corporation) the well know Japanese manufacturers of the internationally known as Mazda Automobiles and LCVs.

Subsequently, the Company was renamed as Swaraj Mazda Limited. In addition to providing technical know how, Mazda Motor Corporation and their associate trading house the well know Sumitomo Corporation have also agreed to participate financially in the equity of the project.

In the year 1986, the Company started the commercial operations.

Board of Directors

Terms & Conditions of Independent Directors.

Mr. Chandra Shekhar Verma Chairman, Non-Executive - Independent Director
Mr. Sanjeev Mehan Non-Executive - Independent Director
Ms. Atima Khanna Non-Executive - Independent Director
Mr. Ryusuke Miyake Non-Executive - Non Independent Director
Mr. Takahiro Jitosho Non-Executive - Non Independent Director
Mr. Takashi Sakuma Non-Executive - Non Independent Director
Mr. Tomoyuki Yamaguchi Non-Executive - Non Independent Director
Mr. Junya Yamanishi Managing Director & Chief Executive Officer

Composition of Board's Committees

Audit Committee

Mr. C. S. Verma Chairman (Independent Director)
Ms. Atima Khanna Member (Independent Director)
Mr. Sanjeev Mehan Member (Independent Director)

Stakeholder's Relationship Committee

Mr. Sanjeev Mehan Chairman (Independent)
Mr. Takashi Sakuma Member (Non-Executive Director)
Junya Yamanishi Member, Executive (MD & CEO)

Nomination & Remuneration Committee

Ms. Atima Khanna Chairman (Independent Director)
Mr. C. S. Verma Member (Independent Director)
Mr. Ryusuke Miyake Member (Non-Executive Director)

Corporate Social Responsibility (CSR) Committee

Ms. Atima Khanna Chairman (Independent Director)
Mr. Takahiro Jitosho Member (Non-Executive Director)
Mr. Junya Yamanishi Member (Managing Director & CEO)

Risk Management Committee

Mr. C.S. Verma Chairman (Independent Director)
Mr. Sanjeev Mehan Member (Independent Director)
Mr. Junya Yamanishi Member,Executive (MD & CEO)

Quarterly Results

Annual Reports

Dividend Trends

AGM Related Information

Corporate Announcements

Public Notice

Corporate Governance Report

Share Holding Pattern

Investor's Complaint

Secretarial Compliance & Other Reports

Annual Return

Credit Rating

Company Presentations

CSR Annual Reports

CSR Projects

Important Notice for holders of securities in physical mode

1. This is with reference to the Securities and Exchange Board of India ('SEBI')'s Circular Number SEBI/HO/MIRSD/POD-1/P/CIR/2023/158 dated 26.09.2023 in supersession of earlier Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated 16.03.2023, read with clarificatory SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated 14.12.2021 has mandated furnishing of the following by holders of physical securities:
  • PAN
  • Address with PINCODE
  • Email address
  • Mobile number
  • Bank account details
  • Nomination and
  • Specimen signature

Folios wherein any one of the above cited documents/ details are not available on or after 01.10.2023, shall be frozen by the Registrars & Transfer Agent of the Company (RTA).

 2. SEBI, vide Circular No: SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated issuance of securities in dematerialized form while processing the following service request(s):
  • 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
  • Transposition

For the above, links of the Forms prescribed by SEBI to furnish the details to RTA/Company by the physical securities holders are mentioned below-

Form No Description of the Form Link
ISR-1 Request for Registering PAN, KYC Details OR Changes / Updation ISR-1 form
ISR-2 Confirmation of Signature of securities holder by the Banker ISR-2 form
ISR-3 Declaration Form for Opting-out of Nomination ISR-3 form
ISR-4 Request for issue of Duplicate Certificate and other Service Requests ISR-4 form
SH-13 Nomination Form (Members are requested to avail of the nomination facility) SH-13 form
SH-14 Cancellation or Variation of Nomination SH-14 form

Unclaimed Dividend

Restriction on transfer of physical shares & Procedure for Dematerialisation

Restriction on transfer of physical shares

In terms of the amendment in Regulation 40 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 vide Gazette notification dated 8th June, 2018, transfer of securities would be carried out in dematerialized form only w.e.f 5th December, 2018. Accordingly, request for effecting transfer of securities shall not be processed unless the securities are held in the Dematerialized form with the depository with effect from 5th December, 2018. Therefore Registrars and Transfer Agent and Company will not be accepting any request for transfer of shares in physical form with effect from 5th December, 2018.This restriction shall not be applicable to the request received for transmission or transposition of physical shares. In this regard, the Company has written to all those shareholders of the Company who hold their shares in physical form, advising them to arrange the dematerialization of their shares at the earliest to avoid any inconvenience in future for transferring those shares.

Procedure of Dematerialisation (DEMAT)

  • You need to first open a Demat A/c with any DP (Depository Participant) of your choice. This is like a bank a/c - in bank you keep money and in a demat a/c you keep shares.
    The list of DPs is available on the websites of depositories: CDSL (Central Depository Services(India) Ltd and NSDL (National Securities Depository Ltd)
  • Obtain your Demat A/c No. from your DP. This is also called beneficial owner identification number (BO ID). All your purchases/ investments in shares will be credited to this account. If you sell your securities, your demat account will be debited.
  • Obtain a Demat Request Form (DRF) from your DP and surrender your physical share certificates to your DP along with this DRF.
  • Your DP will then forward your share certificates to the Company or its RTA (Registrar and Share Transfer Agent).
  • Your DP will credit the holding of your shares into your demat account, electronically. Dematerialization will normally take about 3 weeks.

Procedure for Transmission of Shares

For securities held in single name with a nominee.

  • Duly signed transmission request form/letter by the nominee/legal heir.
  • Share certificate in original.
  • Copy of death certificate (Hindi/English version) duly attested by a Notary Public or by a Gazetted Officer.
  • Specimen signature of the legal heirs duly attested by banker.
  • Proof of Identification (POI) i.e. self-attested copy of PAN card & Proof of Address (POA) of legal heirs(s)/claimant(s), witnesses and sureties

For securities held in single name without a nominee

  • Duly signed transmission request form/letter by the nominee/legal heir.
  • Share certificate in original.
  • Copy of death certificate (Hindi/English version) duly attested by a Notary Public or by a Gazetted Officer.
  • Specimen signature of the legal heirs duly attested by banker.
  • Proof of Identification (POI) i.e. self-attested copy of PAN card & Proof of Address (POA) of legal heirs(s)/claimant(s), witnesses and sureties.
  • Affidavit from all the legal heirs made on appropriate non judicial stamp paper - to the effect of identification and claim of legal ownership to the securities as per enclosed format. Provided that in case the legal heir(s)/claimant(s) is named in the succession certificate or probate of will or will or letter of administration an affidavit from such legal heir/claimant(s) alone would be sufficient.
  • Following additional documents, as the case may be?
For Securities with value uptoRs. 2,00,000/- (Rupees Two Lakh only) For Securities with value more than Rs. 2,00,000/- (Rupees Two Lakh only)
  • Succession certificate or probate of will or letter of administration or court decree, as may be applicable in terms of Indian Succession Act, 1925
  • In the absence of the documents as mentioned at (i) above, an indemnity bond made on appropriate non judicial stamp paper - indemnifying the STA/Issuer Company as per enclosed format; and
  • A No objection certificate (NOC) from all legal heir(s) executed by all the legal heirs of the deceased holder not objection to such transmission; or
  • Copy of Family Settlement Deed duly notarized
 Succession certificate or probate of will or letter of administration or court decree, as may be applicable in terms of Indian Succession Act, 1925.
The process of transmission of shares is completed within 30 days from the date of submission of a valid transmission request.

Procedure for Change of Address

Procedure for Change of Address for Shares held in Physical Form
A formal letter, duly signed by the Shareholder, giving the details of the new address along with Pin code to the Company/ Registrar& Share Transfer Agent (RTA) supported by following documents.
  • a) Self-attested copy of PAN Card
  • b) Address Proof of New & old Address such as attested copy of Passport/ latest electricity or telephone bill/ Aadhar card etc.
  • c) Specimen signature of all the shareholder duly attested by banker under their seal, email address & contact no. of bank details with a pre-printed name cancelled cheque (original).

Green Initiative

Dear Shareholder,

The Ministry of Corporate Affairs ("MCA") has started "Green Initiative in Corporate Governance", which provides for paperless compliances by companies through electronic mode. In accordance with MCA's circulars bearing no. 17/2011 dated 21st April, 2011 and 18/2011 dated 29th April, 2011, companies can now send documents and other notices to shareholders through electronic mode. Further, SEBI has also recently amended Clause 32 of the listing agreement to promote paperless compliances.

In the spirit of circulars issued by MCA & SEBI, we propose to henceforth send documents such as notices convening General Meetings, Annual Report and other communications in electronic form to shareholders.Soft copies of Annual Report would be sent to all those shareholders who will register their email addresses for the purpose and hard copy of the Report to others.

Please note that all such documents shall also be available on the Company's website 'www.smlisuzu.com' and shall also be kept open for inspection at the Registered Office of the Company during office hours.

We seek your participation in this Green Initiative. If you wish to receive shareholders' communications through electronic mode, instead of physical mode, please fill the details in the format prescribed.

Please note that fields marked * are mandatory

OR

Contact Us

CIN No. L50101PB1983PLC005516

Corporate Office

S.C.O. 204-205,Sector 34-A Chandigarh- 160135

Phone:(91)-172-2647700-02

Fax:(91)-172-2615111

Registered Office/Works

Village Asron, Distt. Shahid Bhagat Singh Nagar (Formerly Nawanshahr) Punjab-144533

Phone:(91)-1881-270260/270155

Fax:(91) 1881-270223

Company Secretary/Compliance Officer

Mr. Parvesh Madan (Nodal Officer)

SCO 204-205, Sector 34 A, Chandigarh

Phone: 0172 – 2647700-02

Email ID: pmadan@smlisuzu.com

Registrar and share transfer agent (RTA)

M/s MCS Share Transfer Agent Limited

F – 65, Okhla Industrial Area,Phase – 1, New Delhi – 110020

Phone:011-41406149

Fax:011-41709881

Email ID: helpdeskdelhi@mcsregistrars.com

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