notice is hereby given that the sixty-ninth annual general meeting of tata motors limited will be held on Thursday, July 31, 2014 at 3:00 p.m., at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai 400 020 to transact the following business:
ordinary business
- To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended March 31, 2014 and the Balance Sheet as at that date together with the Reports of the Directors and the Auditors thereon.
- To declare a dividend on Ordinary Shares and 'A' Ordinary Shares.
- To appoint a Director in place of Dr Ralf Speth (DIN: 03318908), who retires by rotation and is eligible for re-appointment.
Appointment of Auditors
To consider and if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution:- "RESOLVED THAT pursuant to the provisions of Sections 139 of the Companies Act, 2013 ("Act") and other applicable provisions of the Act, if any and the Rules framed thereunder, as amended from time to time, M/s Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. 117366W/W – 100018) be and is hereby re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of seventy-second AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM), at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed upon between the Board of Directors of the Company and the Auditors."
special business
Appointment of Mr Nusli Wadia as an Independent Director
To consider and if thought fit, to pass with or without modification, if any, the following resolution as an Ordinary Resolution:-
"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Rules framed thereunder as read with Schedule IV to the Act, as amended from time to time, Mr Nusli Wadia (DIN: 00015731), a non-executive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, with effect from July 31, 2014 upto February 14, 2019."
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Appointment of Dr Raghunath Mashelkar as an Independent Director
To consider and if thought fit, to pass with or without modification, if any, the following resolution as an Ordinary Resolution:-
"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Rules framed thereunder as read with Schedule IV to the Act, as amended from time to time, Dr Raghunath Mashelkar (DIN: 00074119), a nonexecutive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, with effect from July 31, 2014 upto December 31, 2017."
Appointment of Mr Nasser Munjee as an Independent Director
To consider and if thought fit, to pass with or without modification, if any, the following resolution as an Ordinary Resolution:-
"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Rules framed thereunder as read with Schedule IV to the Act, as amended from time to time, Mr Nasser Munjee (DIN: 00010180), a non-executive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, with effect from July 31, 2014 upto July 30, 2019."
Appointment of Mr Subodh Bhargava as an Independent Director
To consider and if thought fit, to pass with or without modification, if any, the following resolution as an Ordinary Resolution:-
"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Rules framed thereunder as read with Schedule IV to the Act, as amended from time to time, Mr Subodh Bhargava (DIN: 00035672), a non-executive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, with effect from July 31, 2014 upto March 29, 2017."
Appointment of Mr Vineshkumar Jairath as an Independent Director
To consider and if thought fit, to pass with or without modification, if any, the following resolution as an Ordinary Resolution:-
"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Rules framed thereunder as read with Schedule IV to the Act, as amended from time to time, Mr Vineshkumar Jairath (DIN: 00391684), a non-executive Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, with effect from July 31, 2014 upto July 30, 2019."
Appointment of Ms Falguni Nayar as an Independent Director
To consider and if thought fit, to pass with or without modification, if any, the following resolution as an Ordinary Resolution:-
"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Rules framed thereunder as read with Schedule IV to the Act, as amended from time to time, Ms Falguni Nayar (DIN: 00003633), a non-executive Director of the Company, who has submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, with effect from July 31, 2014 upto July 30, 2019."
Payment of Remuneration to the Cost Auditor for the Financial Year ending March 31, 2015
To consider and if thought fit, to pass with or without modification, if any, the following resolution as an Ordinary Resolution:-
"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 ("Act") and Rules framed thereunder, as amended from time to time and such other permissions as may be necessary, the Members hereby ratify the remuneration of Rs.20,00,000/- plus service tax, out-of- pocket, travelling and living expenses payable to M/s Mani & Co., Cost Accountants, who are appointed by the Board of Directors of the Company to conduct audit of the Cost records pertaining to motor vehicle and other relevant product groups maintained by the Company for the Financial Year ending March 31, 2015."
"RESOLVED FURTHER that the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this Resolution."
Invitation and Acceptance of Fixed Deposits from the Members and Public
To consider and if thought fit, to pass with or without modification, if any, the following resolution as a Special Resolution:-
"RESOLVED THAT pursuant to the provisions of Sections 73 and 76 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Companies (Acceptance of Deposits) Rules, 2014, the consent of the Members be and is hereby accorded to the Board of Directors of the Company to invite and accept fixed deposits from the public and Members, within limits prescribed in the Act and the overall borrowing limits of the Company, as approved by the Members, from time to time.
"RESOLVED FURTHER that the Board of Directors or a Committee thereof be and is hereby authorized to finalise the scheme for invitation and acceptance of fixed deposits from the Members and the public and to sign and execute deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such other acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this Resolution."
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: [email protected] Website: www.tatamotors.com
CIN - L28920MH1945PLC004520