Scheduleforming part of the Balance Sheet - Domain-b

The Indian Hotels Company Limited
10
vi) Upon the termination by whatever means of the Appointees’ employment:
(a) The Appointees shall immediately tender their resignation from offices held by them in any subsidiaries and
associated companies and other entities without claim for compensation for loss of office and in the event of their
failure to do so the Company would be irrevocably authorised to appoint some person in their name and on their
behalf to sign and deliver such resignation or resignations to the Company and to each of the subsidiaries and
associated companies of which they are, at the material time, Director or other officer.
(b) The Appointees shall not without the consent of the Company at any time thereafter represent themselves as
connected with the Company or any of the subsidiaries or associated companies.
vii) The Appointees are appointed as Directors by virtue of their employment in the Company and their appointments shall
be subject to the provisions of Section 283(1)(l) of the Act.
viii) If and when the Agreements expire or are terminated for any reason whatsoever, the Appointees will cease to be the
Managing Director/ Whole Time Directors, as the case may be and also cease to be Directors. If at any time, the
Appointees cease to be Directors of the Company for any reason whatsoever, they shall cease to be the Managing
Director/ Whole Time Directors, as the case may be, and the Agreements shall forthwith terminate. If at any time, the
Appointees cease to be in the employment of the Company for any reason whatsoever, they shall cease to be the
Directors and Managing Director/ Whole Time Directors, of the Company, as the case may be.
ix) The terms and conditions of the appointments may be altered or varied by the Board of Directors, as it may in its
discretion deem fit, irrespective of the limits stipulated under Schedule XIII to the Act or any amendments made
hereafter in this regard, subject to such approvals as may be required.
11. In compliance with the provisions of Sections 198, 269, 309, 311 and other applicable provisions of the Act read with Schedule
XIII to the Act, the terms of remuneration specified above are now being placed before the Members for their approval.
12. This may also be treated as an abstract of the terms of the contracts of Mr. Raymond N. Bickson, Mr. Anil P. Goel and
Mr. Abhijit Mukerji, respectively, pursuant to Section 302 of the Companies Act, 1956.
13. Mr. Bickson, Mr. Goel and Mr. Mukerji are concerned or interested in the Resolutions at Item Nos. 6 to 10 of the accompanying
Notice related to their individual appointments.
14. The Board commends the resolutions at Item Nos. 6 to 10 of the accompanying Notice for acceptance by the Members.
Item No. 11
15. M/s S.B. Billimoria & Company, the retiring Auditors, have by their letter dated May 29, 2008 informed the Company of their
decision not to seek re -appointment as Joint Auditors of the Company. The Board of Directors at their meeting held on June
23, 2008 have recommended the appointment of M/s Deloitte Haskins & Sells and re-appointment of M/s N.M. Raiji &
Company as Joint Auditors. The Company has received a special notice from a Member of the Company, in terms of Section
224, 225 and other applicable provisions of the Act, signifying its intention to propose the appointment of M/s Deloitte
Haskins & Sells as the Joint Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion
of the next Annual General Meeting. M/s Deloitte Haskins & Sells have expressed their willingness to act as Auditors of the
Company, if appointed and have confirmed that the said appointment would be in conformity with the provisions of Section
224(1B) of the Act.
16. Section 224A of the Act, provides that in the case of a public company, in which not less than 25% of the subscribed share
capital of the company, is held, whether singly or in any combination by Financial Institutions, Nationalised Banks, Insurance
Companies and other Bodies specified in that Section, the appointment of Auditors is to be made by way of a Special
Resolution.