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Company. Accordingly, it is proposed that in terms of Section 197 of   Messrs D. C. Dave & Co., Cost Accountants (Firm Registration
          the Act, the Directors (apart from the Managing Director and Whole-  No. 000611) as the Cost Auditors to conduct the audit of the cost
          time Directors) be paid, for each financial years, remuneration not   records of the Company for the financial year ending 31 March, 2019
          exceeding one percent per annum of the net profits of the Company   at a remuneration of  `  9,00,000 per annum plus applicable taxes,
          or such other percentage as may be specified by the Act from time to   travel and out of pocket expenses.
          time in this regard, computed in accordance with the provisions of the
                                                              Accordingly, consent of the Members is being sought by way of an
          Act. This remuneration will be distributed amongst all or some of the
                                                              Ordinary Resolution as set out at Item No. 11 of the accompanying
          Directors in accordance with the directions given by the Board on the
          recommendation of the Nomination and Remuneration Committee.   Notice for ratification of the remuneration amounting to
                                                              ` 9,00,000 per annum plus applicable taxes, travel and out of pocket
          The payment of commission would be in addition to the sitting fees
                                                              expenses payable to the Cost Auditors for the financial year ending
          payable for attending the meetings of the Board and Committees.
                                                              31 March, 2019.
          The Board commends the resolution set out at Item No. 10 of the
                                                              The Board accordingly commends the resolution set out at
          accompanying Notice for the approval of the Members of the
                                                              Item No. 11 of the accompanying Notice for the approval of the
          Company by way of an Ordinary Resolution.
                                                              Members.
          All the Directors of the Company, except the Managing Director &
                                                              None of the Directors or KMP or relatives of Directors and KMP is
          CEO and the Executive Director, and their relatives are deemed to
                                                              in any way concerned or interested, financially or otherwise, in the
          be concerned or interested in the Resolution at Item No. 10 of the
                                                              Resolution at Item No. 11 of the accompanying Notice.
          accompanying Notice to the extent of the remuneration that may be
          received by each of them.
                                                                                     By Order of the Board of Directors
          None of the Whole-time Directors (i.e. Managing Director & CEO and
          Executive Director) or Key Managerial Personnel of the Company or
          their relatives is in any way concerned or interested, financially or                      Rajiv Chandan
          otherwise, in the said resolution.                                      General Counsel & Company Secretary
          Item No. 11                                         Mumbai, 18 May, 2018
          The Company is directed under the provisions of Section 148 of the   Registered Office:
          Act read with the Companies (Cost Records and Audit) Rules, 2014   Tata Chemicals Limited
          (‘the Rules’), as amended from time to time, to have the audit of its   Bombay House, 24, Homi Mody Street,
          cost records conducted by a cost accountant in practice. Further, in   Fort, Mumbai 400 001
          accordance with the provisions of Section 148 of the Act read with the   CIN: L24239MH1939PLC002893
          Rules, the remuneration payable to the Cost Auditors has to be ratified
                                                              Tel. No: + 91 22 6665 8282
          by the Members of the Company.
                                                              Fax No: + 91 22 6665 8144
          The Board of Directors, on the recommendation of the   Email: investors@tatachemicals.com
          Audit  Committee,  has  approved  the  appointment  of  Website: www.tatachemicals.com































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