Annual Report 2022-23 7
NOTICE is hereby given that the Seventy Fourth Annual General Meeng
(AGM) of Ashok Leyland Limited will be held on Friday, July 21, 2023
at 2.45 P.M. IST through Video Conferencing (‘VC’)/Other Audio-Visual
Means (‘OAVM’) to transact the following businesses:
ORDINARY BUSINESS
1. To receive, consider and adopt:
a) the Audited Standalone Financial Statements of the
Company for the nancial year ended March 31, 2023,
together with the Reports of the Board of Directors and
the Auditors thereon; and
b) the Audited Consolidated Financial Statements of the
Company for the nancial year ended March 31, 2023
together with the Report of Auditors thereon.
2. To declare a dividend for the nancial year ended March 31,
2023.
3. To appoint a Director in place of Mr. Gopal Mahadevan (DIN:
01746102) who reres by rotaon and being eligible, oers
himself for re-appointment.
SPECIAL BUSINESS
4. To consider and if thought t, to pass the following resoluon as
an Ordinary Resoluon:
“RESOLVED that pursuant to the provisions of Secon 148(3)
and other applicable provisions of the Companies Act, 2013
(‘the Act’) read with the Rules made thereunder [including any
statutory modicaon(s) or re-enactment(s) thereof for the me
being in force], the remuneraon payable to Messers. Geeyes
& Co., Cost & Management Accountants, (Firm Registraon No.
000044), appointed by the Board of Directors as Cost Auditors to
conduct the audit of the cost accounng records of the Company
for the nancial year ended March 31, 2023, amounng to
` 7,00,000/- (Rupees Seven lakhs only) plus applicable taxes and
reimbursement of out-of-pocket expenses incurred in connecon
with the aforesaid audit, be and is hereby raed.”
5. To consider and if thought t, to pass the following resoluon as
an Ordinary Resoluon:
“RESOLVED that pursuant to Regulaon 23 of the Securies
and Exchange Board of India (Lisng Obligaons and Disclosure
Requirements) Regulaons, 2015 [including any statutory
modicaon(s) or re-enactment(s) thereof for the me being
in force], the Company’s Policy on dealing with Related Party
Transacons and all other applicable laws and regulaons,
including but not limited to the relevant provisions of the
Companies Act, 2013 as may be applicable, the approval of
the Members, be and is hereby accorded for the Transacons
(whether an individual transacon or transacons taken together
or series of transacons or otherwise) with TVS Mobility Private
Limited, a ‘Related Party’ of the Company’s subsidiary as per
Secon 2(76) of the Companies Act, 2013, with respect to sale
of vehicles/spares/recondioned engines/services/ payment of
incenves & commission, warranty, sales promoon, etc., for FY
2024-25, for an aggregate value which would be in excess of `
1,000 Crores or 10% of the annual consolidated turnover as per
the Company’s last audited nancial statements, whichever is
lower, on such terms and condions as may be decided by the
Board of Directors/Audit Commiee from me to me, provided
that the said contract(s)/arrangement(s)/ transacon(s) shall be
carried out at arm’s length basis and are in the ordinary course
of business of the Company.”
“RESOLVED FURTHER that the Board of Directors of the Company/
the Audit Commiee be and is hereby authorized to do and
perform all such acts, deeds and things, as may be necessary,
including nalizing the terms and condions, modes and
execung necessary documents, including contracts, schemes,
agreements, le applicaons, make representaons thereof and
seek approval from relevant authories, if required and deal
with any maers, take necessary steps as the Board may in its
absolute discreon deem necessary, desirable or expedient, to
give eect to this resoluon and to sele any queson that may
arise in this regard and incidental thereto, without being required
to seek any further consent or approval of the Members and
that the Members shall be deemed to have given their approval
thereto expressly by the authority of this resoluon.”
“RESOLVED FURTHER THAT the Board of Directors be and is
hereby authorized to delegate all or any of the powers herein
conferred, to any Director(s), Chief Financial Ocer, Company
Secretary or any other Ocer(s) of the Company, to do all such
acts and take such steps, as may be considered necessary or
expedient, to give eect to the aforesaid resoluon(s).”
“RESOLVED FURTHER THAT all acons taken by the Board of
Directors/Audit Commiee in connecon with maers referred
to or contemplated in the foregoing resoluons, be and are
hereby approved, raed and conrmed in all respects.”
6. To consider and if thought t, to pass the following resoluon as
an Ordinary Resoluon:
“RESOLVED that pursuant to Regulaon 23 of the Securies
and Exchange Board of India (Lisng Obligaons and Disclosure
Requirements) Regulaons, 2015 [including any statutory
modicaon(s) or re-enactment(s) thereof for the me being
in force], the Company’s Policy on dealing with Related Party
Transacons and all other applicable laws and regulaons
including but not limited to the relevant provisions of the
Companies Act, 2013 as may be applicable, the approval of
the Members, be and is hereby accorded for the Transacons
(whether an individual transacon or transacons taken together
or series of transacons or otherwise) with the Company’s step
down subsidiary - Switch Mobility Automove Limited, a ‘Related
Party’ of the Company as per Secon 2(76) of the Companies
Act, 2013, with respect to sale & purchase of goods, availing
or rendering of services, providing any security or guarantee in
whatever form called, giving of loans, other expenses/income/
transacons etc. for the nancial year 2023-24 for an aggregate
value which would be in excess of ` 1,000 Crores or 10% of the
annual consolidated turnover as per the Company’s last audited
nancial statements, whichever is lower, on such terms and
condions as may be decided by the Board of Directors/Audit
Commiee from me to me, provided that the said contract(s)/
arrangement(s)/transacon(s) shall be carried out at arm’s length
basis and in the ordinary course of business of the Company.”
“RESOLVED FURTHER that the Board of Directors of the Company/
the Audit Commiee be and is hereby authorized to do and
perform all such acts, deeds and things, as may be necessary,
including nalizing the terms and condions, modes and
execung necessary documents, including contracts, schemes,
agreements, le applicaons, make representaons thereof and
seek approval from relevant authories, if required and deal
with any maers, take necessary steps as the Board may in its
NOTICE TO SHAREHOLDERS