Explanatory Statement
Item No. 8:
Mr. Nusli N. Wadia has been a Non-Executive Director of the Company since 29th August, 1979 and is considered as an Independent Director under Clause 49 of the Listing Agreement. Mr. Wadia is a well-known Indian Industrialist. He is the Chairman of Wadia Group companies and also Director on the Board of several Indian companies.
As per the provisions of Section 149 of the Act, which has come into force with effect from 1st April, 2014, an independent director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation. Mr. Nusli N. Wadia has given a declaration to the Board that he meets the criteria of independence as provided under Section 149 (6) of the Act.
The matter regarding appointment of Mr. Nusli N. Wadia as Independent Director was placed before the Nomination & Remuneration Committee, which commends his appointment as an Independent Director up to 14th February, 2019, when he will retire as per the Tata Group Policy on Retirement of Directors adopted by the Company.
In the opinion of the Board, Mr. Nusli N. Wadia fulfils the conditions specified in the Act and the Rules made thereunder for appointment as Independent Director and he is independent of the management.
In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Nusli N. Wadia as Independent Director 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 during normal business hours on any working day of the Company.
Mr. Nusli N. Wadia is interested and concerned in the Resolution mentioned at Item No.8 of the Notice. Other than Mr. Nusli N. Wadia, no other Director, Key Managerial Personnel or their respective relatives are concerned or interested in the Resolution mentioned at Item No. 8 of the Notice.
Item No. 9:
Mr. Subodh Bhargava has been the Non-Executive Director of the Company since 29th May, 2006 and is considered as an Independent Director under Clause 49 of the Listing Agreement. Mr. Subodh Bhargava is a Mechanical Engineer from the University of Roorkee. He was the Group Chairman and Chief Executive Officer of Eicher Group of companies. He is currently Chairman of Tata Communications Limited, TRF Limited, GlaxoSmithKline Consumer Healthcare Limited, Tata Communications International Pte. Limited and Director on the Boards of a number of companies including Tata Motors Limited, Larsen & Toubro Limited, etc. He is also the recipient of the first Distinguished Alumnus Award in 2005 by Indian Institute of Technology, Roorkee and in 2011, the "Gaurav Shri Award" from Agra University. He has also been recognised as the "Best Independent Director 2011" by Asian Centre for Corporate Governance & Sustainability and `Global India Business Leader´ of the year 2013 by Horasis (The Global Visions Community) for excellence in Entrepreneurship, Innovation and Leadership.
As per the provisions of Section 149 of the Act, which has come into force with effect from 1st April, 2014, an independent director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation. Mr. Subodh Bhargava has given a declaration to the Board that he meets the criteria of independence as provided under Section 149 (6) of the Act.
The matter regarding appointment of Mr. Subodh Bhargava as Independent Director was placed before the Nomination & Remuneration Committee, which commends his appointment as an Independent Director up to 29th March, 2017, when he will retire as per the Tata Group Policy on Retirement of Directors adopted by the Company.
In the opinion of the Board, Mr. Subodh Bhargava fulfils the conditions specified in the Act and the Rules made thereunder for appointment as Independent Director and he is independent of the management.
In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Subodh Bhargava as Independent Director 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 during normal business hours on any working day of the Company.
Mr. Subodh Bhargava is interested and concerned in the Resolution mentioned at Item No. 9 of the Notice. Other than Mr. Subodh Bhargava, no other Director, Key Managerial Personnel or their respective relatives are concerned or interested in the Resolution mentioned at Item No. 9 of the Notice.
Item No. 10:
Mr. Jacobus Schraven has been a Non-Executive Director of the Company since 17th May, 2007 and is considered as an Independent Director under Clause 49 of the Listing Agreement. Currently, he is Chairman of the Supervisory Board of Tata Steel Nederland BV, Stork B.V. and Fokker Technologies Holding BV. He is also Chairman of the Board of the Trust Foundation Unilever N.V. and the Trust Foundation Pref Shares B KPN. Additionally, he is a member of the Supervisory Board of BNP OBAM NV. He is also Treasurer of the Carnegie Foundation (Peace Palace in The Hague). Mr. Schraven is 'Commander of the Order of Orange Nassau' (Netherlands) and ‘Officer of the L'égion d'Honneur' (France).
As per the provisions of Section 149 of the Act, which has come into force with effect from 1st April, 2014, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation. Mr. Jacobus Schraven has given a declaration to the Board that he meets the criteria of independence as provided under Section 149 (6) of the Act.
The matter regarding appointment of Mr. Jacobus Schraven as Independent Director was placed before the Nomination & Remuneration Committee, which commends his appointment as an Independent Director up to 7th February, 2017, when he will retire as per the Tata Group Policy on Retirement of Directors adopted by the Company.
In the opinion of the Board, Mr. Jacobus Schraven fulfils the conditions specified in the Act and the Rules made thereunder for appointment as Independent Director and he is independent of the management.
In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Jacobus Schraven as Independent Director 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 during normal business hours on any working day of the Company.
Mr. Jacobus Schraven is interested and concerned in the Resolution mentioned at Item No. 10 of the Notice. Other than Mr. Jacobus Schraven, no other Director, Key Managerial Personnel or their respective relatives are concerned or interested in the Resolution mentioned at Item No.10 of the Notice.
Item No. 11:
Mrs. Mallika Srinivasan has been a Non-Executive Director of the Company since 21st May, 2012 and is considered as an Independent Director under Clause 49 of the Listing Agreement. Mrs. Mallika Srinivasan is the Chairman and Chief Executive Officer of Tractors and Farm Equipment Limited and TAFE Motors and Tractors Limited. She is also a Director on the Board of Tata Global Beverages Limited. Mrs. Srinivasan is the recipient of the Padma Shri Award in 2014 and several business leadership awards and has an avid interest in academia, particularly management education.
As per the provisions of Section 149 of the Act, which has come into force with effect from 1st April, 2014, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation. Mrs. Mallika Srinivasan has given a declaration to the Board that she meets the criteria of independence as provided under Section 149 (6) of the Act.
The matter regarding appointment of Mrs. Mallika Srinivasan as Independent Director was placed before the Nomination & Remuneration Committee, which commends her appointment as an Independent Director from the date of this Annual General Meeting up to a period of five consecutive years, i.e., up to 13th August, 2019.
In the opinion of the Board, Mrs. Mallika Srinivasan fulfils the conditions specified in the Act and the Rules made thereunder for appointment as Independent Director and she is independent of the management.
In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mrs. Mallika Srinivasan as Independent Director 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 during normal business hours on any working day of the Company.
Mrs. Mallika Srinivasan is interested and concerned in the Resolution mentioned at Item No.11 of the Notice. Other than Mrs. Mallika Srinivasan, no other Director, Key Managerial Personnel or their respective relatives are concerned or interested in the Resolution mentioned at Item No. 11 of the Notice.
Item No. 12:
Mr. O. P. Bhatt has been a Non-Executive Director of the Company since 10th June, 2013 and is considered as an Independent Director under Clause 49 of the Listing Agreement. Mr. O. P. Bhatt is a graduate in Science and a post graduate in English Literature (Gold Medalist). His last assignment from 1st July, 2006 to 31st March, 2011 was as Chairman, State Bank Group which includes amongst others State Bank of India, India's largest commercial bank, five associate banks in India and five banks overseas. He also served as Chairman of Indian Banks' Association, the apex body of Indian Banks.
As per the provisions of Section 149 of the Act, which has come into force with effect from 1st April, 2014, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation. Mr. O. P. Bhatt has given a declaration to the Board that he meets the criteria of independence as provided under Section 149 (6) of the Act.
The matter regarding appointment of Mr. O. P. Bhatt as Independent Director was placed before the Nomination & Remuneration Committee, which commends his appointment as an Independent Director from the date of this Annual General Meeting up to a period of five consecutive years, i.e., up to 13th August, 2019.
In the opinion of the Board, Mr. O. P. Bhatt fulfils the conditions specified in the Act and the Rules made thereunder for appointment as Independent Director and he is independent of the management.
In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. O. P. Bhatt as Independent Director 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 during normal business hours on any working day of the Company.
Mr. O. P. Bhatt is interested and concerned in the Resolution mentioned at Item No. 12 of the Notice. Other than Mr. O. P. Bhatt, no other Director, Key Managerial Personnel or their respective relatives are concerned or interested in the Resolution mentioned at Item No. 12 of the Notice.
Item No. 13:
The Company is directed, under Section 148 of the Act to have the audit of its cost records conducted by a cost accountant in practice. The Board of your Company has, on the recommendation of the Audit Committee, approved the appointment of M/s. Shome & Banerjee as the Cost Auditors of the Company to conduct Cost Audits relating to such businesses of the Company as may be ordered by the Central Government under the Act and the Rules thereunder for the year ending 31st March, 2015, at a remuneration of Rs.12 lakhs plus out-of-pocket expenses.
M/s. Shome & Banerjee have furnished a certificate regarding their eligibility for appointment as Cost Auditors of the Company. M/s. Shome & Banerjee have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years under the provisions of the erstwhile Companies Act, 1956.
The Board has approved the remuneration of Rs.12 lakhs plus out-of-pocket expenses to M/s. Shome & Banerjee as the Cost Auditors and the ratification of the shareholders is sought for the same by an Ordinary Resolution at Item No. 13.
The Resolution at Item No. 13 is commended for approval by the Members.
None of the Directors and Key Managerial Personnel of the Company or their respective relatives are concerned or interested in the Resolution mentioned at Item No. 13 of the Notice.
By Order of the Board of Directors
A. ANJENEYAN
Company Secretary &
Chief of Compliance
Mumbai, 14th May, 2014.
Registered Office:
Bombay House,
24, Homi Mody Street, Fort,
Mumbai-400 001.
CIN: L27100MH1907PLC000260
Website: www.tatasteel.com