Notice

  2. Notice
  1. OTHER TERMS OF APPOINTMENT:
    1. The terms and conditions of the said re-appointment may be altered and varied from time to time by the Board as it may, in its discretion deem fit, irrespective of the limits stipulated under Schedule V of the Act or any amendments made hereafter in this regard, in such manner as may be agreed to between the Board and the Executive Director, subject to such approvals as may be required.
    2. The Executive Director shall not become interested or otherwise concerned, directly or through his spouse and/ or children, in any selling agency of the Company.
    3. This appointment may be terminated by either party by giving to the other party six months' notice of such termination or the Company paying six months' remuneration in lieu of the notice.
    4. The employment of the Executive Director may be terminated by the Company without notice or payment in lieu of notice:
      • if the Executive Director, is found guilty of any gross negligence, default or misconduct in connection with or affecting the business of the Company or any subsidiary or associate company to which he is required by the Agreement to render services; or
      • in the event of any serious repeated or continuing breach (after prior warning) or non-observance by the Executive Director, of any of the stipulations contained in the Agreement to be executed between the Company and the Executive Director; or
      • in the event the Board expresses its loss of confidence in the Executive Director.
    5. In the event the Executive Director is not in a position to discharge his official duties due to any physical or mental incapacity, the Board shall be entitled to terminate his contract on such terms as the Board may consider appropriate in the circumstances.
    6. Upon the termination by whatever means of employment of the Executive Director:
      • the Executive Director shall immediately cease to hold office held by him in any subsidiaries or associate companies without claim for compensation for loss of office by virtue of Section 167(1)(h) of the Act and shall resign as trustee of any trust connected with the Company.
      • the Executive Director shall not without the consent of the Company at any time thereafter represent himself as connected with the Company or any of its subsidiaries or associate companies.
    7. All Personnel Policies of the Company and the related rules which are applicable to other employees of the Company shall also be applicable to the Executive Director, unless specifically provided otherwise.
    8. If and when the Agreement expires or is terminated for any reason whatsoever, the appointee will cease to be the Chief Operating Officer and Executive Director and also cease to be a Director. If at any time, the appointee ceases to be a Director of the Company for any reason whatsoever, he shall cease to be the Chief Operating Officer and Executive Director and the Agreement shall forthwith terminate. If at any time, the appointee ceases to be in the employment of the Company for any reason whatsoever, he shall cease to be a Director, Chief Operating Officer and Executive Director of the Company.
    9. The terms and conditions of re-appointment with the Executive Director also include clauses pertaining to adherence with the Tata Code of Conduct, no conflict of interest with the Company, protection and use of Intellectual Properties, non-solicitation post termination of agreement and maintenance of confidentiality."

    "RESOLVED FURTHER that the Board of Directors, be and is hereby authorized to take such steps as may be necessary for obtaining necessary approvals - statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto 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."

  1. Payment of Remuneration to the Cost Auditor

    To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

    "RESOLVED that pursuant to the provisions of Section 148 and such other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the remuneration of Rs. 5,00,000/- (Rupees Five Lakhs), as recommended by the Audit Committee and approved by the Board of Directors payable to M/s Mani & Co., Cost Accountants (Firm Registration No. 000004) as Cost Auditors to conduct the audit of the relevant Cost records of the Company as prescribed under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, for the financial year ending March 31, 2018 be and is hereby ratified and confirmed."

    "RESOLVED FURTHER that the Board of Directors of the Company be and is hereby authorised to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this Resolution."

  2. Offer or invite for Subscription of Non-Convertible Debentures on private placement basis

    To consider and, if thought fit, to pass the following resolution as a Special Resolution:

    "RESOLVED that pursuant to the provisions of Sections 23, 42, 71 and such other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read together with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, the Securities Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and such other regulations prescribed by SEBI ("SEBI Regulations"), guidelines, notifications and circulars issued by the Reserve Bank of India, as may be amended from time to time, such other applicable laws, the Memorandum of Association and the Articles of Association of the Company, and subject to such approvals, consents and permissions as may be required by any authority or stock exchanges and subject to such conditions and/or modifications as may be prescribed or imposed by them while granting the same, which may be agreed to by the Board of Directors of the Company, subject to total borrowings of the Company not exceeding the borrowing powers approved by the Members from time to time under Section 180(1)(c) of the Act, consent of the members be and is hereby accorded to the Company to offer, invite for subscription, issue and allot from time to time, in one or more tranches and/or series, whether secured or unsecured, cumulative or non cumulative, listed or unlisted, redeemable Non-Convertible Debentures, including but not limited to bonds and/or other debt securities, denominated in Indian Rupees or any foreign currency ("NCDs") on a private placement basis, such that the aggregate amount does not exceed Rs. 3,000 crores (Rupees Three Thousand Crores) or its equivalent."

    "RESOLVED FURTHER that the Board of Directors be and is hereby on behalf of the Company be authorized to determine the terms of issue including, time, the number of NCDs, tranches, issue price, tenor, interest rate, premium/ discount, class of investors, listing (in India or overseas) and for the purpose to delegate all or any other powers conferred herein to any committee, directors or executives of the Company and to do all such acts, deeds, matters and things, take all such steps as may be necessary and to sign and execute any deeds/ documents/ undertakings/ agreements/ papers/ writings for the purpose of giving effect to this Resolution and to resolve and settle all questions and difficulties that may arise from time to time."

  By Order of the Board of Directors
  H K SETHNA
Mumbai Company Secretary
June 5, 2017 FCS No.: 3507

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