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Sixty-Seventh Annual Report 2011-2012
Mr Mistry is not related to any other Director of the
Company. Mr Mistry is concerned or interested in Item
No. 7 of the Notice.
Item Nos.8 to 11:
The Board of Directors (‘the Board’)
appointed M/s Ravindra Pisharody and Satish Borwankar
as Additional Directors of the Company on June 21, 2012
pursuant to Section 260 of the Act and Article 132 of the
Articles of Association of the Company. Under Section
260 of the Act, M/s Pisharody and Borwankar cease to
hold office at this Annual General Meeting but are eligible
for appointment as Directors. Notices under Section 257
of the Act have been received from a Member signifying
his intention to propose their appointments as Directors.
The Board has also appointed Mr Pisharody as Executive
Director (Commercial Vehicles) and Mr Borwankar as
Executive Director (Qual ity, Vendor Development &
Strategic Sourcing) of the Company for a period of 5 years
with effect from June 21, 2012, subject to the approval of
the Members.
Mr Pisharody is an alumni of IIT, Kharagpur and IIM,
Calcutta. He joined the Company in 2007 as Vice-President
(Sales and Marketing, CVBU) and was later elevated as
President (Commercial Vehicles Business Unit) in 2009. Mr
Pisharody played a significant role in doubl ing the
commercial vehicle volumes and also oversaw the launch
of a large number of newproducts, including the Company’s
entry into world class product platforms such as the Prima
and Ultra. Prior to joining the Company, he has worked in
various roles with M/s Castrol India Limited, BP Singapore
Pte. Limited and Philips India Limited. He has over 30
years’ experience in sales, marketing and business
development.
Mr Borwankar is a Mechanical Engineer with honours from
IIT, Kanpur. He joined the Company in August 1974 and
has been responsible, in various executive positions, for
overseeing and implementing product development,
manufacturing operations and quality control initiatives
of the Company. Prior to his induction on the Board,
Mr Borwankar was Senior Vice President (Manufacturing
Operations - CVBU). He has played a significant role in
setting up green f ield projects for M&HCV ’s, axle
components, designing and production of trims and
chassis. He has over 37 years of experience in
manufacturing and quality control with the Company.
Brief resume of M/s Pisharody and Borwankar is given in
the Annexure attached to the Notice.
The terms of appointment of M/s Pisharody and
Borwankar {“the Appointee(s)”} as approved by the Board,
on June 21, 2012 include:-
a.
Tenure of Agreement(s):
For a period of 5 years from
June 21, 2012.
b.
Nature of duties:
The Appointee(s) shall, devote his
whole time and attention to the business of the
Company and carry out such duties as may be
entrusted to him by the Board from time to time and
exercise such powers as may be assigned to him,
subject to superintendence, control and directions
of the Board in connection with and in the best
interests of the business of the Company and the
business of any one or more of its subsidiaries and/
or associated companies, including performing
duties as assigned by the Board from time to time by
serving on the boards of such companies or any
other executive body or any committee of such
a company.
c.
Remuneration:
(i) Salary: Upto a maximum of
`
7,00,000/- per
month with authority to the Board or a
Committee thereof to fix the salary and annual
increments, which would be effective April 1,
every year, as may be decided by the Board,
based on merit and taking into account the
Company ’s per formance, within the said
maximum amount. (ii) incentive remuneration,
if any, and/or commission based on certain
performance criteria to be laid down by the
Board; (iii) benefits, perquisites and allowances
as may be determined by the Board from time
to time.
Minimum Remuneration: Notwithstanding anything
to the contrary herein contained, where in any
financial year during the currency of the tenure of
the Appointee(s), the Company has no profits or its
prof its are inadequate, the Company wi l l pay
remuneration by way of salary, incentive
remuneration, perquisites and al lowances, as
specified above.