Page 48 - TATA Motors AR_2011-12

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46
Sixty-Seventh Annual Report 2011-2012
NOTICE IS HEREBY GIVEN THAT THE SIXTY-SEVENTH
ANNUAL GENERAL MEETING OF TATA MOTORS LIMITED
will be held on Friday, August 10, 2012 at 3.00 p.m., at Birla
Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg,
Mumbai 400 020 to transact the following business:
OrdinaryBusiness
1.
To receive, consider and adopt the Audited Statement
of Profit and Loss for the year ended March 31, 2012
and the Balance Sheet as at that date together with
the Reports of the Directors and the Auditors thereon.
2.
To declare a dividend on Ordinary Shares and ‘A’
Ordinary Shares.
3.
To appoint a Director in place of Mr Nasser Munjee,
who retires by rotation and is el igible for
re-appointment.
4.
To appoint a Director in place of Mr Subodh Bhargava,
who retires by rotation and is el igible for
re-appointment.
5.
To appoint a Director in place of Mr Vineshkumar
Jairath, who retires by rotation and is eligible for
re-appointment.
6.
To appoint Auditors and fix their remuneration.
Special Business
7.
Appointment of Mr Cyrus P Mistry as a Director
To consider and, if thought fit, to pass with or without
modification, if any, the following resolution as an
Ordinary Resolution:-
“RESOLVED that Mr Cyrus P Mistry, who was appointed
by the Board of Directors as an Additional Director of
the Company on May 29, 2012 and who holds office
upto the date of this Annual General Meeting of the
Company, in terms of Section 260 of the Companies
Act, 1956 (“the Act”) , but who is el igible for
appointment and in respect of whom the Company
has received a notice in writing from a Member under
Section 257 of the Act proposing his candidature for
NOTICE
the office of Director of the Company, be and is hereby
appointed a Director of the Company.”
8.
Appointment of Mr Ravindra Pisharody
as a Director
To consider and, if thought fit, to pass with or without
modification, if any, the following resolution as an
Ordinary Resolution:-
“RESOLVED that Mr Ravindra Pisharody, who was
appointed by the Board of Directors as an Additional
Director of the Company on June 21, 2012 and who
holds office upto the date of this Annual General
Meeting of the Company, in terms of Section 260 of
the Companies Act, 1956 (“the Act”), but who is eligible
for appointment and in respect of whom the Company
has received a notice in writing from a Member under
Section 257 of the Act proposing his candidature for
the office of Director of the Company, be and is hereby
appointed a Director of the Company.”
9.
Appointment ofMr RavindraPisharody as Executive
Director
To consider and, if thought fit, to pass with or without
modification, the following resolution as an Ordinary
Resolution:-
“RESOLVED that pursuant to the provisions of Sections
198, 269, 309 and other applicable provisions, if any, of
the Companies Act, 1956 (“the Act”), as amended or
re-enacted from time to time, read with Schedule XIII
of the Act, the Company hereby approves of the
appointment and terms of remuneration of
Mr Ravindra Pisharody as the Executive Director of
the Company for a period of 5 years with effect from
June 21, 2012, upon the terms and conditions,
including the remuneration to be paid in the event of
inadequacy of profits in any financial year, as set out
in the Explanatory Statement annexed to the Notice
convening this meeting, with liberty to the Directors
to alter and vary the terms and conditions of the said
appointment in such manner as may be agreed to
between the Directors and Mr Pisharody.”
“RESOLVED FURTHER that the Board of Directors or a