49
The following Explanatory Statement, pursuant to Section 102 of
the Companies Act, 2013 (“Act”), sets out all material facts relating to
the business mentioned at Item Nos. 4 to 12 of the accompanying
Notice dated May 29, 2014:
Item No.4
This explanatory statement is provided though strictly not required
as per Section 102 of the Act.
Deloitte Haskins & Sells (DHS) Chartered Accountants (ICAI Firm
Registration No.117366W), Mumbai were appointed as the statutory
auditors of the Company for the financial year 2013-14 at the
Annual General Meeting (AGM) of the Company held on August
21, 2013. DHS converted itself into a Limited Liability Partnership
(LLP) under the provisions of the Limited Liability Partnership
Act, 2008 and is now known as M/s Deloitte Haskins & Sells
LLP, Chartered Accountants (ICAI Firm Registration No.117366W/W
– 100018) with effect from November 20, 2013. In terms of the
Ministry of Corporate Affairs, Government of India, General Circular
No. 9/2013 dated April 30, 2013, the Board of Directors of the
Company have taken due note of this change.
DHS LLP have been the Auditors of the Company since FY 2006-07
and have completed a term of eight years. As per the provisions of
Section 139 of the Act, no listed company can appoint or re-appoint
an audit firm as auditor for more than two terms of five consecutive
years. Section 139 of the Act has also provided a period of three
years from the date of commencement of the Act to comply with
this requirement.
In view of the above, DHS LLP, being eligible for re-appointment and
based on the recommendation of the Audit Committee, the Board
of Directors has, at its meeting held on May 29, 2014, proposed the
appointment of DHS LLP as the statutory auditors of the Company
for a period of three years to hold office from the conclusion of
this AGM till the conclusion of the seventy-second AGM of the
Company to be held in the year 2017 (subject to ratification of their
appointment at every AGM).
The Board commends the Resolution at Item No. 4 for approval by
the Members.
None of the Directors or Key Managerial Personnel (KMP) or relatives
of Directors and KMP is concerned or interested in the Resolution at
Item No. 4 of the accompanying Notice.
Item Nos.5 to 10
The Company had, pursuant to the provisions of Clause 49 of the
Listing Agreement entered with the Stock Exchanges, appointed
Mr Nusli Wadia, Dr Raghunath Mashelkar, Mr Subodh Bhargava,
Mr Nasser Munjee, Mr Vineshkumar Jairath and Ms Falguni Nayar
as Independent Directors at various times, in compliance with the
requirements of the said clause.
As per the provisions of Section 149(4) which has come into force
with effect from 1st April, 2014, every listed company is required
to have at least one-third of the total number of Directors as
Independent Directors. Further, Section 149(10) of the Act provides
that an Independent Director shall hold office for a term up to fve
consecutive years on the Board of a company and is not liable to
retire by rotation pursuant to Section 149(13) read with Section 152
of the Act.
The Securities and Exchange Board of India (SEBI) has amended
Clause 49 of the Listing Agreement which would be effective
from October 1, 2014
inter alia
stipulates the conditions for the
appointment of Independent Directors by a listed company.
The Nomination & Remuneration Committee has recommended
the appointments of these Directors as Independent Directors
from July 31, 2014 upto July 30, 2019 except for Mr Nusli Wadia,
Dr Raghunath Mashelkar and Mr Subodh Bhargava who would be
retiring on February 14, 2019, December 31, 2017 and March 29,
2017 respectively on attaining the age of 75 years in accordance
with the retirement age policy for Directors.
The above Independent Directors have given a declaration to the
Board that they meet the criteria of independence as provided under
Section 149 (6) of the Act. In the opinion of the Board, the above
Independent Directors fulfll the conditions specifed in the Act
and the Rules made thereunder for appointment as Independent
Directors and they are independent of the management.
In compliance with the provisions of Section 149 read with
Schedule IV of the Act, the appointment of the above Directors as
Independent Directors is now being placed before the Members in
General Meeting for their approval.
The terms and conditions of appointment of Independent
Directors shall be open for inspection by the Members at
the Registered Office of the Company on all working days,
except Saturdays, during business hours upto the date of the
Meeting.
EXPLANATORY STATEMENT
Notice
Directors’ Report
(44-52)
Management Discussion & Analysis
Corporate Governance
Secretarial Audit Report
