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review of literature for tvs motor company

Notice to the Shareholders

NOTICE is hereby given that the twelfth annual general meeting of the company will be held at ‘The Music Academy’, New No.168
(Old No.306), TTK Road, Chennai 600 014 on Friday, the 10th September 2004, at 10.15 A.M to transact the following business:


ORDINARY BUSINESS

1. To consider and if thought fit, to pass with or without modification, the following resolution as an ordinary resolution:
RESOLVED THAT the audited balance sheet as at 31st March 2004 and the profit and loss account of the company for the year ended on that date, together with the directors’ report and the auditors' report thereon as presented to the meeting, be and the same are hereby, approved and adopted.

2. To consider and if thought fit, to pass with or without modification, the following resolution as an ordinary resolution: RESOLVED THAT the interim dividend of Rs.6/- per share declared by the board of directors of the company on 17th October 2003 on 2,31,00,070 equity shares of Rs.10/- each fully paid, and the second interim dividend of Re.0.70 per share declared on 21st April 2004 on 23,75,43,557 equity shares of Re.1/- each fully paid, absorbing a total sum of Rs.30.49 crores in the aggregate and paid to the shareholders on 5th November 2003 and 7th May 2004, respectively, be and are hereby approved as final dividend
for the year ended 31st March 2004.

3. To consider and if thought fit, to pass with or without modification, the following resolution as an ordinary resolution:
RESOLVED THAT Mr. N. Ganga Ram, director who retires by rotation and being eligible for re-appointment be and is
hereby re-appointed as a director of the company.

4. To consider and if thought fit, to pass with or without modification, the following resolution as an ordinary resolution: RESOLVED THAT Mr. C. R. Dua, director who retires by rotation and being eligible for re-appointment be and is hereby
re-appointed as a director of the company.

5. To consider and if thought fit, to pass with or without modification, the following resolution as an ordinary
resolution: RESOLVED THAT Mr. T. Kannan, director who retires by rotation and being eligible for re-appointment be and is hereby
re-appointed as a director of the company.

6. To consider and if thought fit, to pass with or without modification, the following resolution as an ordinary resolution:
RESOLVED THAT the retiring auditors Messrs. Sundaram & Srinivasan, Chartered Accountants, Chennai be and are hereby re-appointed as auditors of the company to hold office from the conclusion of this annual general meeting till the conclusion of the next annual general meeting of the company on such remuneration as may be fixed in this behalf by the board of directors of the company.

SPECIAL BUSINESS

7. To consider and if thought fit, to pass with or without modification, the following resolution as an ordinary resolution: RESOLVED THAT in supersession of the ordinary resolution passed by the shareholders in the extraordinary general
meeting of the company held on 30th June 1999, the consent of the company be and is hereby accorded to the board of directors under Section 293(1) (d) of the Companies Act, 1956 to borrow any sum or sums of moneys from time to time notwithstanding that the money or moneys to be borrowed, together with the moneys already borrowed by the company (apart from temporary loans obtained from the company’s bankers in the ordinary course of business) may exceed the aggregate of the paid up capital and its free reserves, that is to say, reserves not set apart for any specific purpose, provided however, the total amount so
borrowed and outstanding at any one time shall not exceed Rs. 750 crores (Rupees seven hundred and fifty crores only)
or the aggregate of the paid-up capital and free reserves of the company, whichever is higher. RESOLVED FURTHER THAT the board of directors be and are hereby authorised to do all such acts, deeds, matters and things and to execute all such documents or writings as they may consider necessary, usual, requisite or proper for the purpose of giving effect to this resolution.

8. To consider and if thought fit, to pass with or without modification, the following resolution as a special resolution: RESOLVED THAT approval be and is hereby accorded to the board of directors in terms of Section 163 and other applicable provisions of the Companies Act, 1956 (the Act) to keep the register of members, the index of members and register and index of ebentureholders, if any, and copies of all annual returns prepared under Section 159 of the Act together with the certificates and documents required to be annexed thereto under Sections 159 and 161 of the Act at the office of Sundaram-Clayton Limited (SCL), Share
Transfer Agents of the company at No.31, Railway Colony, III Street, Mehta Nagar, Chennai 600 029, or such other place
within the city limits of Chennai where SCL decides to carry on the share registry work instead of keeping at the registered
office of the company from such date as may be decided by the board of directors or a committee of the directors by giving not less than 30 days notice to the shareholders / debentureholders.