51
respective appointments. Other than the above Independent
Directors, no other Director, Key Managerial Personnel or their
respective relatives are concerned or interested in the Resolutions
mentioned at Items Nos.5 to 10 of the Notice.
Item No.11
The Board had on May 29, 2014 on the recommendation of the
Audit Committee, approved the appointment and remuneration
of M/s Mani & Co., the Cost Auditors to conduct the audit
of the Cost records pertaining to motor vehicle and other
revelent product groups maintained by the Company for the
Financial Year ending March 31, 2015 and remuneration of
`
20,00,000/- plus service tax, out-of-pocket, travelling and living
expenses have been fixed for this purpose.
In accordance with the provisions of Section 148 of the Act read
with the Companies (Audit and Auditors) Rules, 2014, ratification for
the remuneration payable to the Cost Auditors for the Financial Year
2014-15 by way of an Ordinary Resolution is being sought from the
members as set out at Item No.11 of the Notice.
The Board commends the Ordinary Resolution set out at Item No.
11 of the Notice for approval by the Members.
None of the Directors or Key Managerial Personnel of the Company
or their relatives is, in any way, concerned or interested, in the
resolution set out at Item No.11 of the Notice.
Item No.12
The Board of Directors at their meeting held on May 29, 2014,
have
in-principle
approved and recommended the invitation
and acceptance of Fixed Deposits from the members and public
pursuant to Sections 73 and 76 of the Companies Act, 2013 (“Act”)
and Companies (Acceptance of Deposits) Rules, 2014 (“Rules”) as
one of the modes to meet the ongoing fund requirements of the
Company. The Fixed Deposit program would be credit rated on an
annual basis and the Company may provide deposit insurance cover,
if required under the Act read with the said Rules. It is proposed to
authorise the Board or a committee thereof to negotiate and finalise
the terms of Fixed Deposit Scheme and to do such other acts and
deeds as may be necessary or incidental thereto.
In compliance with the provisions of Section 73 and 76 of the Act,
read together with Rule 2(e) of the Companies (Acceptance of
Deposits) Rules, 2014, approval of the Members by way of special
resolution is being sought. The Company has vide Postal Ballot
Notice dated May 22, 2014 sought the approval of the members
to empower the Board to borrow upto an amount of
`
30,000
crores (apart from temporary loans obtained or to be obtained
from the Company’s bankers in the ordinary course of business)
pursuant to Section 180 (1) (c) of the Act and the results of the
Ballot would be announced on June 30, 2014. The funds to be
borrowed through the Fixed Deposits program would be within
the said borrowing limit.
The Board commends the Resolution set out at Item No.12 of the
Notice for approval by the Members.
None of the Directors or Key Managerial Personnel of the Company
or their relatives is, in any way, concerned or interested, in the said
resolution, except to the extent of any Fixed Deposits that may
be placed with company by the them, their relatives or by the
companies/institutions in which they are directors.
By Order of the Board of Directors
H K SETHNA
Company Secretary
Mumbai, May 29, 2014
Registered Office:
Bombay House, 24, Homi Mody Street, Mumbai 400 001
Tel: +91 22 6665 8282 Fax: +91 22 6665 7799
Email:
Website:
CIN - L28920MH1945PLC004520
Notice
Directors’ Report
(44-52)
Management Discussion & Analysis
Corporate Governance
Secretarial Audit Report
