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  • Tenth Annual General Meeting Notice
    Posted on: 02-Sep-2015
    Tenth Annual General Meeting of the Company will be held on Friday, September 18, 2015 at 4.00 p.m.
    Notice is hereby given that the Tenth Annual General Meeting of the Company will be held on Friday, September 18, 2015 at 4.00 p.m. at the Registered office of the Company at TACO House, Damle Path, Off Law College Road, Erandwane, Pune 411 004 to transact the following business:

    ORDINARY BUSINESS 1. To receive, consider and adopt the audited Balance Sheet of the Company as at March 31, 2015 and the Profit and Loss Account for the year ended on that date with the Reports of the Auditors and Directors thereon.

    2. To appoint M/s Deloitte Haskins & Sells, Chartered Accountants (Firm Registration no. 117365W) as Statutory Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

    SPECIAL BUSINESSES 3. To ratify the remuneration payable to M/s Harshad S. Deshpande & Associates, Cost Auditors of the Company for the cost audit to be conducted for financial year 201516 and if thought fit, to pass with or without modification(s), 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 the Rules thereunder as amended from time to time, M/s Harshad Deshpande & Associates, Cost Accountants, Pune, Firm Registration No. 00378, the Cost Auditors appointed by the Board of Directors, to conduct the audit of the cost records of the Company for the financial year 2015-16 at a remuneration of Rs. 60,000/- (Rupees Sixty Thousand only) plus reimbursement of out of pocket expenses and applicable taxes be and is hereby ratified. ” 4. To appoint Mr. Deepak Rastogi as Director of the Company and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

    “RESOLVED THAT Mr. Deepak Rastogi, who was appointed as Additional Director on the Board of Directors of the Company with effect from October 17, 2014 and who holds office upto the date of this Annual General Meeting and in respect of whom notice under the provisions of section 160 of the Companies Act 2013 has been received by the Company from a member, be and is hereby appointed as a Director of the Company.”

    5. To contribute to various bona fide and charitable funds and if deemed fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

    “RESOLVED THAT in supersession of the past authorisation and pursuant to the provisions of Section 181 and other applicable provisions, if any, of the Companies Act, 2013, consent of the members be and is hereby accorded for contribution to various bona fide and charitable funds and community development activities up to Rs. 10,00,000/- (Rupees Ten Lac only) per annum in aggregate to various governmental and non-government organizations.

    RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to make contributions or donations for the purpose stated above, within the monetary limit of Rs. 10,00,000/- (Rupees Ten Lac only) per annum and to authorize any persons to give effect to this resolution.”

    By Order of the Board
    For Tata AutoComp GY Batteries Private Limited
    Roopali Pathak
    Company Secretary
    Place : Pune
    Date : August 7, 2015

    NOTES : (a) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON POLL INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER. PROXY FORM IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

    (b) Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of Item Nos. 3, 4 and 5 is annexed hereto and forms part of this notice.

    (c) Documents referred to in notice and explanatory statement are open for inspection at the Registered Office of the Company on all working days, except holidays, between 11:00 a.m. to 1:00 p.m. upto the date of Annual General Meeting.

    (d) Members desirous of getting any information on Accounts or other items of Agenda are requested to forward its queries to the Company at least ten working days prior to the date of Annual General Meeting so as to enable the management to keep the information ready.

    (e) Corporate members intending to send their authorised representatives are requested to send a duly certified copy of the Board resolution authorising their representatives to attend and vote at the Annual General Meeting.
    Annexure


    EXPLANTORY STATEMENT AS REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT, 2013

    Item No. 3


    The Board of Directors at their meeting held on August 7, 2015, on recommendation of the Audit Committee, approved the appointment of Harshad Deshpande & Associates, Cost Accountants, Pune, as cost auditors of the Company to conduct the audit of the cost records of the Company for the financial year 2015-16 on a remuneration of Rs. 60,000/- (Rupees Sixty Thousand only) plus reimbursement of out of pocket expenses and applicable taxes. Pursuant to the provisions of the Section 148 of the Companies Act read with the Companies (Cost Records and Audit) Rules, 2014 and amendment thereof, consent of the members is sought for passing an ordinary resolution as set out at item no. 4 of the notice for ratification of the remuneration payable to the Cost Auditors for the financial year 2015-16.

    None of the Directors, key managerial persons or their relatives is interested in the resolution.

    Item no. 4 Mr. Deepak Rastogi was appointed as Additional Director of the Company on October 17, 2014.. Pursuant to Section 161 of the Companies Act, 2013, read with Article 70 of the Articles of Association of the Company, Mr. Deepak Rastogi holds office up to the conclusion of this Annual General Meeting. Notice as per the provisions of Section 160 of the Companies Act, 2013 has been received from a member proposing the candidature of Mr. Deepak Rastogi for the office of the Director of the Company.

    Below is the brief profile of Mr. Rastogi.

    Mr. Deepak Rastogi is the President & Group CFO of Tata Autocomp Systems Limited, with effect from October 9, 2013. He was previously working with The Timken Company, Asia based at their Shanghai office as the CFO, Asia. He has earlier worked with Alcatel, EI Dupont, Castrol India & Raymond Synthetics. The Board recommends the resolution for approval of the members.

    None of the Directors, key managerial persons or their relatives is interested in the resolution except from Mr. Deepak Rastogi.

    Item No. 5 Pursuant to the provisions of Section 181 of the Act, approval of the members is necessary for any contribution to charitable and community development activity if such contribution in a financial year exceeds the limits prescribed in the Section.

    The approval of the members is therefore sought for an annual contribution of an amount up to Rs. 10,00,000/- (Rupees Ten Lac Only) during the F.Y. 2015-16.

    The Board recommends the resolution for approval of the members.

    None of the Directors, key managerial persons or their relatives is interested in the resolution.

    By Order of the Board
    For Tata AutoComp GY Batteries Private Limited Sd/-
    Roopali Pathak
    Place : Pune
    Date : August 7, 2015 Company Secretary