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(PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013)
EXPLANATORY STATEMENT
The Explanatory Statement pursuant to Section 102 of the Companies
Act, 2013 (“the Act”), given hereunder sets out all material facts
relating to the special business mentioned at Item Nos. 4 to 8 of the
accompanying Notice dated June 5, 2017. As additional information,
the Explanatory Statement also contains material facts pertaining to
ordinary business mentioned at Item No. 3 of the said Notice:
Item No.3
This explanatory statement is provided though statutorily not
required as per Section 102 of the Act.
Deloitte Haskins & Sells, LLP, Chartered Accountants (ICAI Firm
Registration No.117366W/W-100018) (“DHS”), had been the Auditors of
the Company since FY2006-07 and at the Sixty Ninth Annual General
Meeting (“AGM”) held on July 31, 2014 the Company appointed DHS
as the Auditors of the Company to hold office from the conclusion of
the Sixty Ninth AGM till the conclusion of the Seventy Second AGM of
the Company to be held in the year 2017, subject to the ratification of
their appointment at every AGM by the Members.
As per the provision of Section 139(2) of the Companies Act, 2013
(“the Act”) read with Rule 6 of the Companies (Audit and Auditors)
Rules, 2014 (“Rules”), 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 the Companies a
period of three years from the date of commencement of the Act i.e.
April 1, 2014 to comply with this requirement.
In view of the above, it is proposed to appoint B S R & Co. LLP,
Chartered Accountants, (Firm Registration No.101248W/W- 100022)
(“BSR”), as the Auditors of the Company for a period of five years
commencing from the conclusion of the Seventy Second AGM till
the conclusion of the Seventy Seventh AGM to be held in the year
2022, subject to ratification of their appointment at each AGM to be
held after the Seventy Second AGM, if so required under the Act.
As per the requirement of the Act, BSR have confirmed that the
appointment if made would be within the limits specified under
Section 141(3)(g) of the Act and they are not disqualified to be
appointed as Auditor in terms of the provisions of Section 139 and
141 of the Act and the Rules.
In view of the above and pursuant to the Rule 3 of the Companies
(Audit and Auditors) Rules, 2014, BSR being eligible to act as
Auditors of the Company and based on the recommendation of the
Audit Committee at its Meeting held on April 18, 2017, the Board
recommends the Resolution set forth at Item No. 3 for approval by
the Members.
The Company has in place a Policy for pre-approval of services to
be rendered by the Auditors across its subsidiaries by the Audit
Committee to ensure that the Auditors function in an independent
manner. Members’ attention is drawn to the details on fees paid to
the Auditors for services rendered by them in the Notes forming part
of the Financial Statement.
None of the Directors, Key Managerial Personnel or their relatives are
concerned or interested, financially or otherwise in the Resolution at
Item No. 3 of the Notice.
Item No. 4
In accordance with the past practice of appointing the Tata Sons
Limited Chairman as a Director and Chairman of the Company and
based on the letter of Tata Sons Limited dated January 13, 2017,
the Board of Directors (‘the Board’) has appointed Mr Natarajan
Chandrasekaran as an Additional Director and Chairman of the
Company on January 17, 2017. Pursuant to the provisions of Section
161 of the Act, and the rules framed thereunder and the Articles of
Association of the Company, Mr Chandrasekaran would cease to hold
office at the ensuing AGM but would be eligible for appointment as a
Director. Notice under Section 160 of the Act has been received from
a Member signifying his intention to propose Mr Chandrasekaran’s
appointment as a Director.
Mr. Chandrasekaran (aged 54 years) holds a Bachelors’ Degree in
Applied Science and Masters’ degree in Computer Applications
from Regional Engineering College, Tamil Nadu. He joined Tata
Consultancy Services (“TCS”) on January 27, 1987 and was Chief
Executive Officer and Managing Director from 2009-17. He has
over 30 years of experience in the software industry and business
operations. Mr Chandrasekaran rose through the ranks at TCS to
become CEO and Managing Director. Under his leadership, the TCS
has maintained its industry leadership position and TCS generated
total revenues of US$16.5 billion in 2015-16 and consolidated
its position as the largest private sector employer in India and
the country’s most valuable Company. TCS has also been placed
among the “Big 4” most valuable IT services brands worldwide,
ranked as one of the World’s Most Innovative Companies by Forbes
and recognized as a Global Top Employer by the Top Employers
Institute across 24 countries.
In addition to his professional career at Tata, Mr Chandrasekaran was
also appointed as a Director on the Board of India’s Central Bank, the
Reserve Bank of India in 2016. He has also served as the Chairperson
of the Information and Communication Technology Industry
Governors at the World Economic Forum, Davos in 2015-16.
Mr Chandrasekaran is recipient of several awards and recognition in
business and academics communities. He was awarded as “Business
leader of the year” at the ET awards for Corporate Excellence in the
year 2016. In 2014-15, he was voted as one of CNBC TV 18 - ‘Indian
Business Icons’, awarded CNN- IBN Indian of the Year 2014 in business
category and the “Best CEO for 2014” by Business Today for the
second consecutive year. He was also voted as Best CEO 2010-15 by
Institutional Investor’s Annual All-Asia Executive Team rankings. He
Notice
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