| EXPLANATORY STATEMENT PURSUANT TO SECTION 173 OF THE COMPANIES ACT, 1956 |
| ITEM NO. 6 |
| Pursuant to Section 293(1)(e) of the Companies Act, 1956, the Board of Directors of the
Company is empowered to contribute to charitable
and other funds not directly relating to
the business of the Company or the welfare of its employees, any amount the aggregate of
which will not in any financial year exceed Rupees fifty thousand or five percent of its three
years’ average net profits as determined in
the manner laid down in the aforesaid Section,
whichever is greater. The Company as of now has the limits up to a sum of Rs. 10 lac
in one financial year and any contribution in excess of the aforesaid limit will require
consent of the Company in the General Meeting.
In view of the increasing appeals
for donations and considering the corporate social responsibility of the Company
in this respect, the
Board recommends that it be authorized to make such donations
up to Rupees two crore in aggregate even in case of any unforeseen
eventuality of
inadequate profits of the Company in any financial year in the future. |
| The Board recommends the resolution no.6 of the notice for passing by the
Shareholders
as an Ordinary Resolution. |
| None of the Directors or Manager is interested or concerned with the proposed
resolution. |
| ITEM NOS. 7 AND 8 |
Shri Deepak Tandon, Senior President of Birla Tyres (Balasore and Haridwar sections)
was appointed as Additional Director in the
Company, pursuant to the provisions of section
260 of the Act and Article 103 of the Memorandum & Articles of Association of the
Company,
with effect from 1st January 2010 upon resignation and cessation of services of Shri S K
Parik as Senior President (Finance & Taxation) and Company Secretary and holds office
up to the date of this Annual General Meeting but a notice in writing with requisite
fees from
a member under Section 257 of the Act has been received by the Company intimating his
intention to propose his candidature
for appointment as Director of the Company.
|
| Further, it was decided by the resolution by circulation dated 30.12.2009 that Shri Tandon
shall carry out the function of Senior President
of Birla Tyres (both Balasore and Hardwar
sections) and, in addition, shall also carry out the functions of Senior President (Accounts,
Finance and Taxation) of the Company at the remuneration set out in the resolution No. 8.
The appointment of Shri Tandon and his
drawing of remuneration in the capacity as the
Senior President of Birla Tyres sections as well as the Senior President (Accounts,
Finance and Taxation) of the Company as set out in resolution No. 8 aforestated, being
both place of profit, requires approval of the
shareholders by way of Special Resolution
under Section 314 of the Companies Act, 1956. Hence the need for passing the said
resolution No. 8 by way of Special Resolution. |
