Meeting Details
The 42nd Annual General Meeting was held on Wednesday, 26th August, 2026 at 11:30 A.M. through Video Conferencing/Other Audio Visual Means (VC/OAVM), deemed to be held at UGF-6, Indraprakash 21, Barakhamba Road, New Delhi 110 001. The meeting concluded at 12:37 P.M.
Attendance
Directors Present:
- Mr. Minoru Sugisawa - Chairman & Managing Director (via VC/OAVM)
- Mr. Yosuke Fujiwara - Wholetime Director (via VC/OAVM)
- Mr. Rajiv Chanana - Wholetime Director (via VC/OAVM)
- Mrs. Hiroko Nose - Independent Woman Director, Chairperson - Audit Committee (via VC/OAVM)
- Mr. Masahiko Morimoto - Independent Director, Chairman - Risk Management Committee (via VC/OAVM)
- Mr. Hiroshi Daikoku - Independent Director, Chairman - Stakeholders Relationship Committee and Nomination & Remuneration Committee (via VC/OAVM)
- Mrs. Deepika Gera - Independent Director, Chairperson - CSR Committee (via VC/OAVM)
Other Attendees:
- Mr. Manish Kapoor - Partner, B.S.R. & Co.LLP, Statutory Auditors (via VC/OAVM)
- Mr. Krishna Kumar Singh - Secretarial Auditors (via VC/OAVM)
- Mr. Saurabh Agrawal - Scrutinizer (via VC/OAVM)
- Mr. Saurabh Agrawal - Company Secretary & Compliance Officer (via VC/OAVM)
Members Present: 242 shareholders attended through Video Conference and other audio visual means.
Meeting Proceedings
Mr. Minoru Sugisawa presided as Chairman of the meeting. The Company Secretary confirmed quorum was present and that the meeting was being held in accordance with MCA and SEBI circulars.
The Chairman addressed shareholders about the company's financial performance and current economic situations. Mr. Rajiv Chanana, Wholetime Director, then took over the proceedings.
Mr. Chanana informed that:
- Audited Financial Statements for year ended 31st March, 2026 along with Statutory Auditors' Report and Board Report were sent to all shareholders by email
- Statutory Auditor BSR & Co. LLP and Secretarial Auditor Mr. Krishna Kumar Singh expressed unqualified opinions in their respective Audit Reports for FY 2025-26
- There were no qualifications, observations or adverse comments on financial statements
- No matters with material bearing on the company's functioning were raised in the audit reports
Shareholders appreciated the company's corporate governance practices and raised queries which were addressed by Mr. Rajiv Chanana and Mr. Sugisawa.
Business Transacted
Ordinary Business:
1. Adoption of Audited Financial Statements for FY ended 31st March, 2026 (Ordinary Resolution)
2. Declaration of Dividend on equity shares for year ended 31st March, 2026 (Ordinary Resolution)
3. Re-appointment of Mr. Yosuke Fujiwara (DIN: 09167191) who retires by rotation (Ordinary Resolution)
Special Business:
4. Re-appointment of Mr. Minoru Sugisawa (DIN: 10119891) as Chairman & Managing Director (Special Resolution)
5. Re-appointment of Mr. Rajiv Chanana (DIN: 02630192) as Wholetime Director (Special Resolution)
6. Re-appointment of Mr. Masahiko Morimoto (DIN: 06933969) as Non-Executive Independent Director (Special Resolution)
7. Revision in remuneration of Mr. Yosuke Fujiwara (DIN: 09167191), Wholetime Director (Special Resolution)
8. Re-appointment of Mr. Yosuke Fujiwara (DIN: 09167191) as Wholetime Director (Special Resolution)
9. Approval to Increase in borrowing power under Section 180(1)(c) of Companies Act, 2013 (Special Resolution)
10. Approval to enter into material related party transactions with Maruti Suzuki India Limited (Ordinary Resolution)
11. Approval to enter into material related party transactions with JTEKT Corporation (Ordinary Resolution)
Voting Process
Mr. Saurabh Agrawal, Practicing Company Secretary, was appointed as scrutinizer to supervise the remote e-voting and insta-poll process. E-voting facility was provided to all shareholders along with insta-poll voting at the AGM, which remained open for 15 minutes from conclusion of the meeting.
Results Announcement
The results of remote e-voting and e-voting done at the AGM will be announced within two working days from conclusion of the meeting. Results will be displayed at the Registered Office of the Company and placed on the company website at http://www.jtekt.co.in/. Results will also be disseminated to BSE Limited and National Stock Exchange of India Limited.