2008 - 2009 - Tata Investment Corporation Limited

16
Seventy-second annual report 2008 - 2009
Tata Investment Corporation Limited
General Body Meetings :
The Annual General Meeting of the Company will be held on Wednesday, 8th July, 2009 at 3-30 p.m. at Homi
J.H. Taleyarkhan Memorial Hall, Red Cross Offi ce, 141, Shahid Bhagat Singh Road, Mumbai 400 001. The last
three Annual General Meetings were held at the Bombay House Auditorium on 15th July, 2008, 20th July,
2007 and 21st July, 2006 at 3-30 p.m. Special Resolutions under Sections 163 & 31 of the Companies Act,
1956 were passed with the requisite majority at the Annual General Meetings held on 20th July, 2007 and
15th July, 2008 respectively.
Disclosures :
i The particulars of transactions between the Company and its related parties in accordance with
Accounting Standard 18 are set out in Note No.9 to the Accounts. These transactions are in the
ordinary course of business and are not likely to have any confl ict with the interest of the Company.
ii There were no material pecuniary relationships or transactions of the non-executive directors vis-à-vis
the Company, other than payment of Board fees/commission and investments (if any) in shares of the
Company.
iii There were no material transactions of the Company with its promoters, directors, management or
their relatives that may have potential confl ict with the interest of the Company at large.
iv There were no penalties or strictures imposed on the Company by the Stock Exchanges or SEBI or any
statutory authority on any matter related to capital markets at any time during the last 3 years.
v The Company, in accordance with the High Court Orders dated 27th September, 2002 and 30th January,
2009 and the Accounting Practice adopted earlier, has debited an amount of Rs.2185.68 lacs to the
securities premium account, being further provision for diminution in the value of investments. The
said treatment is different to the accounting treatment prescribed under Accounting Standard (AS) on
‘Accounting for Investments’, wherein provision for diminution in the value of investments needs to
be debited to Profi t and Loss Account.
vi The Company has raised monies through a Rights Issue of Zero Coupon Fully Convertible Bonds. In
terms of the Letter of Offer, the Rights Issue proceeds of Rs.447.74 crores received during the year
have been utilised towards the objects of the Issue of Zero Coupon Convertible Bonds (ZCCB) to
make investments in a diversifi ed portfolio of quoted and unquoted securities including equity shares/
equity-linked securities, mutual funds, debentures/bonds, government securities, preference shares,
deposits in companies and includes issue related expenses. The Company has placed before the Audit
Committee, a certifi cate from the Statutory Auditors of the Company to that effect.
vii The Company has complied to the extent applicable with all mandatory requirements mentioned in
Annexure IC of Clause 49 of the Listing Agreement in respect of Corporate Governance. As regards the
non-mandatory requirements mentioned in Annexure ID thereto, the Company has been complying
with requirements as regards Remuneration Committee. Further, the Company has also adopted the
Whistle Blower Policy as mentioned in this Report.
CEO/CFO certifi cation :
The Executive Director and the Chief Financial Offi cer have certifi ed to the Board that :
(a) They have reviewed fi nancial statements and the cash fl ow statement for the year and that to the best
of their knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or
contain statements that might be misleading;
(ii) these statements together present a true and fair view of the Company’s affairs as on 31st March,
2009 and are in compliance with existing accounting standards, applicable laws and regulations.
(b) There are, to the best of their knowledge and belief, no transactions entered into by the Company
during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct.