Statutory Reports
Corporate Overview
69th Annual Report 2013-14
114
Financial Statements
Independent Director of the Company is also on the Board of Jaguar
Land Rover Automotive Plc and Tata Motors Finance Limited. The
Audit Committee also has a meeting wherein the CEO and CFO of
the subsidiary companies make a presentation on significant issues
in audit, internal control, risk management, etc. Significant issues
pertaining to subsidiary companies are also discussed at Audit
Committee meetings of the Company. Apart from disclosures made
in the Directors’Report, there were no strategic investments made by
the Company’s non-listed subsidiaries during the year under review.
The minutes of the subsidiary companies are placed before the
Board of Directors of the Company and the attention of the Directors
is drawn to significant transactions and arrangements entered into
by the subsidiary companies. The performance of its subsidiaries is
also reviewed by the Board periodically.
GENERAL BODY MEETINGS
incase of inadequacy of profits and ratification of the excess
remuneration paid for the financial year ended March 31, 2014
(ii) ResolutionNo. 2 : Approval for payment of minimum remuneration
to Mr Satish Borwankar, Executive Director (Quality) in case of
inadequacy of profits and ratification of the excess remuneration
paid for the financial year ended March 31, 2014
(iii) ResolutionNo.3:Approvalandratificationoftheexcessremuneration
paid to (late) Mr Karl Slym, Managing Director/his legal heir in view
of inadequacy of profits for the financial year ended March 31, 2014
(iv) Resolution No. 4: Borrowing powers of the Board
(v) Resolution No. 5: Creation of charge on Company’s properties
(vi) Resolution No. 6: To offer or invite for subscription of Non-
Convertible Debentures on private placement basis
An E-voting facility was also made available to the Members. The
Board of Directors of the Company, appointed Ms Shirin Bharucha,
Advocate, as the Scrutinizer for conducting the postal ballot voting
process. The results of the Postal Ballot via postal ballot forms and
e-voting facility will be announced on June 30, 2014 at the Registered
Office of the Company as per the Scrutinizer’s Report.
DISCLOSURES
Details of related party transactions entered into by the Company
are included in the Notes to Accounts. Material individual
transactions with related parties are in the normal course of
business on an arm’s length basis and do not have potential
conflict with the interests of the Company at large. Transactions
with related parties entered into by the Company in the normal
course of business are placed before the Audit Committee.
The Company has complied with various rules and regulations
prescribed by the Stock Exchanges, Securities and Exchange
Board of India or any other statutory authority relating to the
capital markets during the last 3 years. No penalties or strictures
have been imposed by them on the Company.
The Audit Committee has established a Vigil Mechanism and
adopted a Revised Whistle-Blower Policy at its meeting held on
May 29, 2014, which provides a formal mechanism for all Directors
and employees of the Company to approach the Management
of the Company (Audit Committee in case where the concern
involves the Senior Management) and make protective
disclosures to the Management about unethical behaviour,
actual or suspected fraud or violation of the Company’s Code of
* In August, 2010, Company has obtained the approval of itsMembers under Section
192A of the Companies Act, 1956 pertaining to following Special Resolutions:
a) Raising of Additional long term resources upto a limit of
`
4,700 crores
b) Issuance of ‘A’ Ordinary Shares on exercise of conversion option by holders of Zero
Coupon Convertible Alternative Reference Securities (CARS).
c) Payment of Advisory Fees to Mr Ravi Kant.
All the above Special Resolutions were approved with requisite majority.
Date
Year
Special Resolu-
tions passed
Venue
and Time
August 21, 2013 2012-2013 Commission to
non Whole-time
Directors
Increase in the
limit for holding
by registered
Foreign Institu-
tional Investors
(FIIs) for ‘A’
Ordinary Shares
Birla
Matushri
Sabhagar,
19, Sir
Vithaldas
Thacker-
sey Marg,
Mumbai -
400 020
3:00 p.m.
August 10, 2012 2011-2012
NIL
August 12, 2011 2010-2011
NIL*
All resolutions moved at the last Annual General Meeting were
passed by a show of hands by the requisite majority of Members
attending the meeting. None of the items to be transacted at the
ensuing meeting is required to be passed by postal ballot.
Postal Ballot
Approval of the Members has been sought vide Postal Ballot Notice
dated May 22, 2014, under Section 110 of the Act, pertaining to:-
(i) Resolution No. 1: Approval for payment of minimum remuneration
to Mr Ravindra Pisharody, Executive Director (Commercial Vehicles)
