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040041Report on Corporate Governancec) Location and time of last Extraordinary General Meeting (EGM).1, Taratolla Road2007-2008 28.11.2007 10.30 a.m.Garden Reach, Kolkata 700 024d) Special Resolutions passed at the last Extraordinary General Meeting.Financial Year Itemi) Alteration of Capital Clause of the Memorandum of Association and Article of Association of theCompany.ii) To offer, issue and allot in one or more trenches, 29,93,842 warrants of Rs 10/- each at a premium of2007-2008Rs 316/-, to one or more entities belonging to the Indian Promoter Group and others on preferentialbasis. The said warrants are convertible at the option of the holder into Equity Shares of Rs 10/- each atthe ratio of 1 Equity share for every warrant held.e) No Special Resolution was passed during the Financial Year ended 31st March, 2008 through Postal Ballot.6. Disclosuresa) A statement in summary form of transactions with related parties in the ordinary course of business are placed periodically beforethe Audit Committee. The pricing of all the transactions with the related parties were on arms length basis.b) The Company did not have any materially significant related party transactions, which may have potential conflict with the interestof the Company.c) While preparing the financial statements during the year under review, no accounting treatment which was different from theprescribed Accounting Standard was followed.d) The Company has complied with the requirements of the regulatory authorities on capital markets and no penalties/strictures havebeen imposed against it, by Stock Exchanges or SEBI or any Statutory Authority, in the last three years.e) The policy of risk assessment is in place and the Management follows the procedures to inform the Board about the Risk Assessment.These procedures are periodically reviewed to ensure that the Executive Management controls risk through properly definedframework.f) There were no material financial and commercial transactions where senior management of the Company had personal interest thatmay have a potential conflict with the interest of the Company at large.7. Subsidiary CompaniesThe Company has three foreign non-listed subsidiary companies namely, Myanmar Tractors Limited, Myanmar, TIL Overseas Pte. Limited,Singapore and Tractors Nepal Private Limited, Nepal. The Management periodically brings to the attention of the Board of Directors allsignificant transactions and arrangements entered into by the foreign subsidiary companies. The Audit Committee reviews the financialstatements including the Investments made by these subsidiary companies. The minutes of the Board Meetings of the subsidiarycompanies are also placed at the Board Meeting of the Company.8. Means of Communicationa) The Company had arranged to publish the quarterly results in the newspapers immediately after they were taken on record bythe Board of Directors and had the same displayed on its website www.tilindia.in. The Company did not make any presentationto Institutional Investors or Analysts. The Company’s financial results are normally published in the Economic Times/Business