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52
Sixty-Seventh Annual Report 2011-2012
cease to be a Director and Executive Director(s)
of the Company.
x.
The terms and conditions of appointment with
the Appointee(s) also include clauses pertaining
to adherence with the Tata Code of Conduct, no
conflict of interest with the Company and
maintenance of confidentiality.
In compliance with the provisions of Sections 198, 269,
309 and other applicable provisions of the Act read with
Schedule XIII of the Act, the terms of remuneration
speci f ied above are now being placed before the
Members for their approval.
The Directors commend the resolutions at Item Nos. 8 to
11 of the accompanying notice for approval of the
Members of the Company.
M/s Pisharody and Borwankar are concerned or interested
in the Resolutions of the accompanying Notice relating
to their own appointment.
This may be treated as an abstract of the draft Agreement
between the Company and the Appointee(s) pursuant to
Section 302 of the Act.
Item No.12:
At the Annual General Meeting of the
Company held on August 25, 2009, the Members of the
Company had approved the appointment and terms
of remuneration of Mr Prakash Telang as the Managing
Director - India Operations of the Company,
including
inter alia
the maximum amount of salary of
`
6,50,000/- p.m.
The Remuneration Committee and the Board have at their
meetings held on May 29, 2012 recommended for approval
of the Members, the increase in the maximum basic salary
payable to Mr Telang from
`
6,50,000/-p.m. to
`
6,75,000/-
p.m. as also monthly salary of
`
6,75,000/- payable to
Mr Telang, increasing thereby, proportionately, all the
benefits related to the quantum of salary w.e.f. April 1,
2012 for the remainder of the tenure of his contract upto
June 21, 2012. The aggregate of the remuneration as
aforesaid shall be within the maximum limits as laid down
under Sections 198, 309, 310 and all the other applicable
provisions, if any, of the Act read with Schedule XIII to the
Act as amended and as in force from time to time.
Al l other terms and conditions of the appointment
of Mr Telang, as approved by the Members, wi l l
remain unchanged.
In compliance with the provisions of Sections 269, 309,
310 and and of remuneration other applicable provisions
of the Act, the revised terms of remuneration of Mr Telang
as the Managing Director - India Operations as specified
above are now being placed before the Members for their
approval.
The Directors commend the Resolution at Item No.12
of the Notice for the approval of the Members of
the Company.
Mr Telang is concerned or interested in Item No.12 of
the Notice.
By Order of the Board of Directors
H K SETHNA
Company Secretary
Mumbai, June 21, 2012
Registered Office:
Bombay House, 24, Homi Mody Street, Mumbai 400 001