bharat seats limited · 3. leave travel allowance : upto a maximum of one month’s basic salary as...

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Postal Ballot Notice(Pursuant To Section 110 of the Companies Act, 2013)

Dear Shareholder(s)

Notice is hereby given that pursuant to section 110 of the Companies Act, 2013 read with the Companies(Management and Administration) Rules, 2014, the Company is seeking consent of its members for passing Resolutions by way of Postal Ballot(including voting through electronic means). Accordingly, the said resolutions and the explanatory statement stating all material facts and the reasons for the proposal is appended below and a postal ballot form is enclosed for your consideration. The company has appointed Mr.A.K.Goyal, Practicing Company Secretary (holding Membership No.FCS 1565 and C.P.No.7461), as scrutinizer for conducting the postal ballot process in a fair and transparent manner.

The Scrutinizer will submit his report to the Chairman after completion of the scrutiny and the results of the Postal Ballot will be placed on the website of the Company: www.bharatseats.com and will be communicated to the Stock Exchange on which the Company’s equity shares are listed.

In the event the Resolutions, as set out hereinbelow, are assented by the requisite majority of Members by means of Postal Ballot, the date of announcement of the results of the Postal Ballot shall be considered to be the date of passing of the said Resolutions.

1. APPOINTMENT OF MR. THADIKARAN CHACKO JOSEPH AS A DIRECTOR OF THE COMPANY

Toconsiderand,ifthoughtfit,topassthefollowingresolutionasanOrdinaryResolution:

RESOLVEDTHATMr.ThadikaranChackoJoseph(holdingDIN:07005026)whoisappointedasanAdditionalDirectorwitheffectfrom1stDecember,2014intermsofSection161oftheCompaniesAct,2013andwhoholdshisofficeuptothedateofthe next Annual general meeting and eligible for appointment as a Director and in respect of whom the Company has received anoticeinwritingfromamemberproposinghiscandidaturefortheofficeofDirector,beandisherebyappointedasaDirectorof the Company.

2. APPOINTMENT OF MR. THADIKARAN CHACKO JOSEPH AS A WHOLETIME DIRECTOR OF THE COMPANY

Toconsiderand,ifthoughtfit,topassthefollowingresolutionasaSpecialResolution:

RESOLVEDTHATpursuanttoSection196,197readwithScheduleVandallotherapplicableprovisionsoftheCompaniesAct,2013(includinganystatutorymodification(s)orre-enactmentthereof,forthetimebeinginforce)andsubjecttotheapproval of Central Government, if necessary, consent be and is hereby accorded for appointment of Mr.Thadikaran Chacko Joseph(holdingDIN:07005026)asaWholetimeDirector, tobedesignatedasDirector(Operations)witheffect from1stDecember, 2014 for a period of three years with effect from 1st December, 2014 to 30th November, 2017 and for payment of the following remuneration :

DETAILS OF REMUNERATION, INCLUDING PERQUISITES:

A. BASIC SALARY : Rs. 1,26,000/- per month in the scale of Rs.1,26,000 - Rs.15,000 -Rs.1,56,000/- per month with authority to the Board (which expressionshall include a Committee thereof) to revise his salary based on merit and Company’s performance.

B. PERFORMANCE LINKED BONUS : With amaximumof 50%of annual Basic salarywith authority to theBoard (which expression shall include aCommittee thereof) to fix thesame based on certain performance criterion laid down by the Board.

C. ALLOWANCES & PERQUISITES:1. HOUSERENTALLOWANCE : Uptoamaximumof50%ofBasicSalary.2. PERSONALALLOWANCE : Uptoamaximumof30%ofBasicSalary.3. LEAVETRAVELALLOWANCE : Uptoamaximumofonemonth’sBasicSalaryasperCompany’sRules.

D. OTHER ENTITLEMENTS/ REIMBURSEMENTS:1. BOOKS&PERIODICALS,

TELEPHONE/INTERNETEXPENSES

: Reimbursements,uptoamaximumofRs.13,000/-permonth.

BHARAT SEATS LIMITED(CIN:L34300DL1986PLC023540)

Registered Office: D-188,OkhlaIndustrialArea,PhaseI,NewDelhi110020Email:[email protected],Website:www.bharatseats.com

Phone:011-26815592,Fax:0124-2341188

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Bharat SeatS Limited

2. ENTERTAINMENT EXPENSES : Reimbursements,uptoamaximumofRs.10,000/-permonth.3. MEDICALREIMBURSEMENT : Actualforselfandfamily,uptoamaximumofRs.1,250/-permonth.

4. CAR : ProvisionofCompanyCarforofficialuseonly.ReimbursementofChauffer’ssalaryandPetrolexpensesuptoamaximumofRs.35,000/-permonth.

5. PROVIDENTFUND : Company’s contribution to Provident Fund.6. EARNEDLEAVEENCASHMENT : As per the rules of the Company.7. OTHERS : Other Perquisites and Allowances in accordance with the Rules of the

Company.

E. OTHER TERMS AND CONDITIONS

In theeventofabsenceor inadequacyofprofits inanyfinancialyear, theWholetimeDirectorshallbeentitledto theminimum remuneration as mentioned herein above without any variation.

“Resolved further that the Board of Directors of the Company be and are hereby authorized to alter or vary the above termsandconditionssoasnottoexceedthelimitsprescribedinScheduleVtotheCompaniesAct,2013incasethecompanyhasadequateprofitsorwithinthelimitsapprovedbytheCentralGovernment,ifrequired,asthecasemaybe.”

“Further resolved that Sh. Rohit Relan, Managing Director, N.D. Relan, Chairman and Ms. Ritu Bakshi, Company Secretary be and are hereby severally authorized to apply and take other necessary steps for seeking approval of CentralGovernment,ifrequired,forappointmentofMr.ThadikaranChackoJoseph,WholetimeDirectorandpaymentofremunerationtohim.”

FURTHER RESOLVED That the Board of Directors be and are hereby authorized to execute such agreements, papers, documents,deedsorotherinstrumentsorwritingscontainingsuchconditionsandconvenantsasitmaythinkfittogiveeffect to this resolution.

FURTHER RESOLVED That the Board be and is hereby authorized to do all such acts, deeds and things as it may, in its absolutediscretion,deemnecessary,properorexpedientfortheimplementationoftheforegoingresolution.”

3. APPOINTMENT OF MR. ARVIND VARMA AS AN INDEPENDENT DIRECTOR


RESOLVEDTHATpursuanttotheprovisionsofSections149,150,152andanyotherapplicableprovisionsoftheCompaniesAct,2013andtherulesmadethereunder,includinganystatutorymodification(s)orre-enactmentthereofforthetimebeinginforce,readwithScheduleIVoftheCompaniesAct,2013,Mr.ArvindVarma(holdingDIN:02225281)whowasappointedasanAdditionalDirectorwitheffectfrom21stOctober,2014intermsofSection161oftheCompaniesAct,2013andwhoholdshisofficeuptothedateofthenextAnnualgeneralmeetingandeligibleforappointmentasaDirectorandinrespectofwhomtheCompanyhasreceivedanoticeinwritingfromamemberproposinghiscandidaturefortheofficeofDirector,beandisherebyappointedasanIndependentDirectoroftheCompany,notsubjecttoretirementbyrotation,toholdofficeforfiveconsecutiveyearsforatermupto20thOct,2019.

4. APPOINTMENT OF MRS SHYAMLA KHERA AS AN INDEPENDENT DIRECTOR


RESOLVEDTHATpursuanttotheprovisionsofSections149,150,152andanyotherapplicableprovisionsoftheCompaniesAct,2013andtherulesmadethereunder,includinganystatutorymodification(s)orre-enactmentthereofforthetimebeinginforce,readwithScheduleIVoftheCompaniesAct,2013,Mrs.ShyamlaKhera(holdingDIN:06929439)whowasappointedasanAdditionalDirectorwitheffectfrom21stJuly,2014intermsofSection161oftheCompaniesAct,2013andwhoholdshisofficeuptothedateofthenextAnnualgeneralmeetingandeligibleforappointmentasaDirectorandinrespectofwhomtheCompanyhasreceivedanoticeinwritingfromamemberproposinghercandidaturefortheofficeofDirector,beandisherebyappointedasanIndependentDirectoroftheCompany,notsubjecttoretirementbyrotation,toholdofficeforfiveconsecutiveyears(20thJuly,2019)ortillthe32ndAnnualGeneralMeeting,whicheverisearlier.

5. AUTHORIZATION FOR RELATED PARTY TRANSACTIONS

Toconsiderandifthoughtfit,topass,withorwithoutmodification(s)thefollowingresolutionasaSpecialResolution:

“RESOLVED THATpursuanttoSection188oftheCompaniesAct,2013readwiththeRule15oftheCompanies(MeetingsofBoardanditsPowers)Rules,2014(includinganystatutorymodification(s)orre-enactmentthereofforthetimebeinginforce)andClause49ofListingAgreementandasrecommendedandapprovedbytheAuditCommitteeandBoardofDirectorsintheirrespectivemeetingsheldon21stOctober,2014,theconsentoftheCompanybeandisherebyaccordedforentering

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intocontractorarrangementwiththerelatedpartiesasdefinedundertheActandtheRulesmadethereunder,asperdetailsandonterms&conditionsassetoutunderItemno.5oftheExplanatoryStatementannexedtothisNotice.”

“RESOLVEDFURTHERTHAT theBoardofDirectorsbeand isherebyauthorized toperformandexecuteallsuchacts,deeds, matters and things including delegate such authority, as may be deemed necessary, proper or expedient to give effect tothisresolutionandforthemattersconnectedtherewithorincidentalthereto.”

BYORDEROFTHEBOARDFOR BHARAT SEATS LIMITED

DATE : 21stOct.,2014 (RITU BAKSHI)PLACE : Gurgaon COMPANYSECRETARY

ENCLOSED:POSTALBALLOTFORMALONGWITHSELFADDRESSEDSTAMPEDENVELOPE.

NOTES :

1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out the material facts concerning the Resolutions is annexed.

2. Pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, assent or dissent of the members in respect of the resolution containedintheNoticedated21stOct.,2014isbeingtakenthroughPostalBallot/e-voting.

3. The Company has appointed Shri A.K.Goyal, Company Secretary in Practice as Scrutinizer for conducting the postal ballot/ e-votingprocess.

4. NoticeisbeingsenttoallMembers/beneficiaries,whosenamesappearontheRegisterofmembers/RecordofDepositoriesason31stOct.,2014.Votingrightsshallbereckonedonthesharesregisteredinthenameofshareholdersasonthatdate.

5. Underthe ‘GreenInitiative’of theMinistryofCorporateAffairs,PostalBallotNotice isbeingsenttothememberswhohaveregistered email ids, through email and to all other members by post alongwith Postal ballot Form.

6. TheCompanyisextendinge-votingfacilityasanalternativefor itsmemberstoenablethemtocast theirvoteelectronicallyinsteadofdespatchingpostalballotform.E-votingisoptionalformembers.

7. Pleasenotethatthememberscanoptforonlyonemodeofvoting,i.e.throughpostalballotore-voting.Incaseofvotingbyboththemodes,votingdonethroughavalidphysicalPostalBallotwillprevailande-votingofsuchmemberwillbeignored.

8. IncasetheMemberswhohavebeensentthisNoticeelectronicallyandwhodonotwanttoavaile-votingfacilityorganisedthroughCentralDepositoryServices(India)Ltd.,suchMembermaysendarequesttotheRegistrar&ShareTransferAgentoftheCompanyattheiremailid:[email protected],forobtainingtheNoticeandPostalBallotForminphysicalform.Onreceiptofsuch request, the Company will despatch the same in physical form to enable the Member to send back the Postal Ballot Form by 5:00 p.m. on or before 25th December, 2014.

9. TherewillbeonePostalBallotForm/e-votingforeveryFolio/ClientIdirrespectiveofthenumberofjointholders.

10. Votingrightsinthepostalballotformcannotbeexercisedbyaproxy.

11. TheScrutinizerwillsubmithisreportafterlastdateofreceiptofPostalBallot/e-votingi.e.25thDecember,2014,latestby27thDec., 2014.

12. TheScrutinizer’sdecisiononthevalidityofapostalballot/e-votingwillbefinal.

13. TheChairmanandinhisabsenceanypersonauthorisedbytheChairmanwillannouncetheresultofthePostalBallot/e-votingattheRegisteredofficeoftheCompanyatD-188,OkhlaIndl.Area,PhaseI,NewDelhi110020on27thDec.,2014.Thedateofdeclarationofresultofpostalballot/e-votingwillbetakentobethedateofpassingoftheresolution.

14. TheresultofthePostalballot/e-votingwillbepublishedinthenewspaperswithin48hoursofthedeclarationoftheresultandwill be posted on the website of the Company at www.bharatseats.com.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No.1 and 2

TheBoardofDirectorshad,attheirmeetingheldon21stOctober,2014,approved,subjecttoconsentoftheshareholdersandapprovalofCentralGovernment, if required, theproposal forappointmentofMr.ThadikaranChackoJosephasanAdditionalDirectorandWholetimeDirector,designatedasDirector(Operations)oftheCompanywitheffectfrom1stDecember,2014ontheterms and conditions as approved by the Nomination and Remuneration Committee of the Board and by the Board of Directors.

The Company has received Notice in writing from member(s) alongwith the deposit of the requisite amount under Section 160 of the Companies Act, 2013 proposing the candidature of the aforesaid Director.

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Mr.ThadikaranChackoJoseph,aged69years,joinedBharatSeatsLimitedin1997asGeneralManager(Works)andispresentlyHeadofOperationsoftheCompany.Heishehasbeeninstrumentalinbringingaboutsubstantialchangeinthetopandbottomlineoftheunit,expandingtomultipleunitsandmultipleproducts.Hehasmorethan42yearsofworkexperienceinoperationsand general management by virtue of heading various functional departments like Manufacturing, Tool Room, Maintenance, Design,HRandFactoryManagement.

HeisqualifiedB.Sc.Engg(Mechanical),hasdoneProductionManagementCoursefromAdministrativeStaffCollege,Hyderabad.He isJIPM*certifiedTPM**Consultant formanufacturingexcellence.Hasundergoneextensive trainingandgotconsiderableexperienceandexposureinJapaneseManagementofAutoComponentindustries.

*JIPM-JapaneseInstituteofPlannedMaintenance

**TPM-TotalProductiveMaintenance

TheBoardofDirectorsoftheCompanyareoftheviewthattheappointmentofMr.ThadikaranChackoJosephasaWholetimeDirector,tobedesignatedasDirector(Operations)willbebeneficialtotheoperationsoftheCompany.Theremunerationpayableto him commensurate with his abilities and experience.

MrThadikaranChackoJosephwasbornon2ndJan,1945,thatmeansheisgoingtocomplete70yearsofageshortly.IftheageoftheWholetimeDirectorexceeds70years,aSpecialResolutionisrequiredandisbeingproposedforhisappointmentasprovidedunderScheduleVoftheCompaniesAct,2013.

HeisnotontheBoardofanyCompany.

HeisnotrelatedtoanyoftheDirectorsoftheCompany.HedoesnotholdanysharesoftheCompany.

Mr.ThadikaranChackoJosephandhisrelativesareinterestedintheseresolutionstotheextentofhisappointment.

None of the Directors and the Key Managerial Personnel of the Company or their relatives is concerned or interested in these resolutions,exceptMrThadikaranChackoJosephhimself.

The Board of directors recommends the aforesaid resolutions for approval of Members.

STATEMENT GIVING INFORMATION REQUIRED UNDER PART II, SECTION II TO THE SCHEDULE V OF THE COMPANIES ACT, 2013 FOR PAYMENT OF REMUNERATION TO MR. THADIKARAN CHACKO JOSEPH, WHOLETIME DIRECTOR

I. General Information:

1. Nature of Industry

The Company is engaged in manufacture of Seating System, moulded carpets and extruded components for Car market leader,MarutiSuzukiIndiaLimitedaswellasseatsandframesfortwowheelersofSuzukiMotorCycleIndiaPrivateLimited,attheirplantsatGurgaoninHaryana.

2. Date or expected date of commencement of commercial production

The Company is already in production for more than twenty six years.

3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus.

Not applicable, as the Company is an existing one.

4. Financial performance based on given indicators

TheFinancialperformanceoftheCompanyinrelationtovariousindicatorsduringtheyears2012-13and2013-14isgiven hereunder:

(Rs. in lakhs)

2013-14 2012-13 Revenuefromoperations(Gross) 63175.89 68166.54 NetProfitaftertax 670.76 535.02 Dividend 40% 40%

5. Foreign investments or collaborators, if any.

FinancialCollaborationwithM/sSuzukiMotorCorporation,Japan,whoholds14.81%ofthetotalequityoftheCompany.

TechnicalCollaborationwithM/sToyoSeatCo.Ltd.,Japan,M/sInoacCorporation,JapanandM/sHouwaKogyoCo.Ltd.,Japan.

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II. Information about the appointee i.e. Mr. Thadikaran Chacko Joseph

1. Background details :

Mr.ThadikaranChackoJoseph,aged69years,joinedBharatSeatsLimitedin1997asGeneralManager(Works)andispresentlyHeadofOperationsoftheCompany.HeisaqualifiedB.Sc.Engg(Mechanical)HeisJIPM*certifiedTPM**Consultant formanufacturingexcellence.Hehasundergoneextensive trainingandgotconsiderableexperienceandexposureinJapaneseManagementofAutoComponentindustries.

*JIPM-JapaneseInstituteofPlannedMaintenance

**TPM-TotalProductiveMaintenance

2. Past remuneration

The total annual remuneration of Mr.Chacko , based on current salary is Rs.45.36 lakhs.

3. Recognition or awards

Hehasmore than42yearsofworkexperience inoperationsandgeneralmanagementbyvirtueofheadingvariousfunctional departments like Manufacturing, Tool Room, Maintenance, Design, HR and Factory Management. HeisaqualifiedB.Sc.Engg(Mechanical)He isJIPM,JapancertifiedTPMConsultant formanufacturingexcellence.Hehasundergoneextensive trainingandgot considerableexperienceandexposure in JapaneseManagementofAutoComponent industries.

4. Job profile and his suitability

MrChackoispresentlyHeadofOperationsoftheCompany.Hehasbeeninstrumentalinbringingaboutsubstantialchangeinthetopandbottomlineoftheunit,expandingtomultipleunitsandmultipleproducts.Heattendstomattersconcerning operations and general management and such other duties and services as entrusted by the Managing Director.Mr.Chackoisperformingthesamesince1997.

5. Remuneration proposed

A. BASIC SALARY : Rs. 1,26,000/- per month in the scale of Rs.1,26,000 - Rs.15,000- Rs.1,56,000/- per month with authority to the Board (whichexpression shall include a Committee thereof) to revise his salary based on merit and Company’s performance.

B. PERFORMANCE LINKED BONUS : Withamaximumof50%ofannualBasicsalarywithauthoritytotheBoard(whichexpressionshallincludeaCommitteethereof)tofixthesame based on certain performance criterion laid down by the Board.

C. ALLOWANCES & PERQUISITES:1. HOUSERENTALLOWANCE : Uptoamaximumof50%ofBasicSalary.2. PERSONALALLOWANCE : Uptoamaximumof30%ofBasicSalary.3. LEAVETRAVELALLOWANCE : Upto a maximum of one month’s Basic Salary as per Company’s

Rules.D. OTHER ENTITLEMENTS/ REIMBURSEMENTS:

1. BOOKS&PERIODICALS,TELEPHONE/INTERNETEXPENSES

: UptoamaximumofRs.13,000/-permonth

2. ENTERTAINMENT EXPENSES : UptoamaximumofRs.10,000/-permonth.3. MEDICALREIMBURSEMENT : UptoamaximumofRs.1,250/-permonth.4. CAR : Provision of Company Car for official use only. Reimbursement of

Chauffer’ssalaryandPetrolexpensesuptoamaximumofRs.35,000/-per month.

5. PROVIDENTFUND : Company’s contribution to Provident Fund.6. EARNEDLEAVEENCASHMENT : As per the rules of the Company.7. OTHERS : OtherPerquisitesandAllowancesinaccordancewiththeRulesofthe

Company.E. OTHER TERMS AND CONDITIONS In the event of absence or inadequacy of profits in any financial year, the

WholetimeDirectorshallbeentitledtotheminimumremunerationasmentionedherein above without any variation.

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6. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person(in case of expatriates the relevant details would be w.r.t. the country of his origin)

TakingintoaccounttheturnoveroftheCompanyandresponsibilitiesofMr.ThadikaranChackoJoseph,theremunerationbeingproposedtobepaidtotheWholetimeDirectorisreasonableandinlinewiththeremunerationlevelsintheindustryacrossthecountryandbefitshisposition.

7. Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any.

ExceptfortheremunerationasWholetimeDirector,theappointeehasnootherpecuniaryrelationshipwiththeCompany.

The appointee is not related to any of the Directors and the Key Managerial Personnel of the Company or their relatives.

III. Other Information

1. Reason for loss or inadequate profits

TheEBIDTA(EarningsbeforeInterest,Depreciation,Tax&Amortisation)oftheCompanyhasimprovedduringthelastfewyearsdue to R&Deffortsandothercostsavingmeasures takenby theCompany. ThePAT(ProfitAfterTax)ofthe Company has not increased in the same ratio due to expansion activities , as required by our customer, which has resultedinhigherdepreciationandfinancialcost.However,theprofitabilityhasalreadystartedtoimprovewithoverallimprovement/ growth in automobile industry, for which the Company has created adequate capacity.

2. Steps taken or proposed to be taken for improvement.

TheCompanyhastakenthefollowingstepstoimprovetheprofitability:

a. Cost reduction and productivity improvement.

b. UpgradationofSeattestingSystemofInternationalStandard.

3. Expected increase in productivity and profits in measurable terms

Withtheabovemeasures,theoperatingefficienciesandprofitsoftheCompanyareexpectedtoincrease.

IV. Disclosures:

ThefollowingdisclosuresshallbementionedintheBoardofDirectors’Reportundertheheading‘CorporateGovernance’,attachedtothefinancialstatement;-

(i) Allelementsofremunerationpackagesuchassalary,benefitsandperquisitesetc.ofallthedirectors;

(ii) Detailsoffixedcomponentandperformancelinkedincentivesalongwiththeperformancecriteria;

(iii) Servicecontracts,noticeperiod,severancefees;

(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

Item No.3

PursuanttorequirementofClause49oftheListingAgreementwithStockExchange,atleast50%oftheBoardofBharatSeatsLimitedshouldconsistofIndependentDirectors.Anyfractioncontainedinthis50%shallberoundedoffasone.

InordertocomplywiththeabovesaidClause49oftheListingAgreemnt,Mr.ArvindVarmawasappointedasanAdditionalDirector of the Company as recommended by the Nomination and Remuneration Committee of the Board and approved by theBoardofDirectors.intermsofSection161oftheCompaniesAct,2013attheirmeetingsheldon21stOctober,2014,toholdofficeuptothenextAnnualGeneralmeeting(i.e.28thAGM).

Mr.ArvindVarma isanon-Executive IndependentDirectorof theCompany.TheCompanyhasreceiveddeclaration fromMr.ArvindVarmathathemeetsthecriteriaofindependence.

The Company has received Notice in writing from member(s) alongwith the deposit of the requisite amount under Section 160 of the Companies Act, 2013 proposing the candidature of the aforesaid Independent Director.

Mr.ArvindVarmaisapersonofintegrityandpossessappropriateskills,experience,knowledgeandqualificationinhisfieldwhichisbeneficialtotheinterestsoftheCompany.IntheopinionoftheBoard,Mr.VarmafulfiltheconditionsforappointmentasindependentDirectorasspecifiedintheActandtherulesframedthereunderandisindependentofthemanagement.

MrArvindVarma,74,isBA(Hons.),MAisaRetiredGovernmentServant.PresentlyheisconnectedwiththeIndianBeverageAssociation.

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Mr.ArvindVarmaservedtheGovt.ofUPandtheGovt.ofIndiaforover37years.WorkedasDistrictMagistrate,DivisionalCommissioner,PrincipalSecretaryundertheStateGovt.IntheCentralGovt.,functionedasJointSecretary,SpecialSecretaryandSecretaryintheMinistries/DepartmentsofPetroleum&NaturalGas,HomeAffairs,Coal,Personnel&Training,MinesandChemicals&Petrochemicals.

HeisnotontheBoardofanyCompany.

HeisnotrelatedtoanyoftheDirectorsoftheCompany.HedoesnotholdanysharesoftheCompany.

Mr.ArvindVarmaandhisrelativesareinterestedinthisresolutiontotheextentofhisappointment.

None of the Directors and the Key Managerial Personnel of the Company or their relatives is concerned or interested in this resolution,exceptMrArvindVarmahimself.

The Board recommends the resolution for approval of the members.

Item No. 4

Mrs Shyamla Khera was appointed as an Additional Director of the Company as recommended by the Nomination and Remuneration Committee of the Board and approved by the Board of Directors in terms of Section 161 of the Companies Act, 2013attheirmeetingsheldon21stJuly,2014,toholdofficeuptothenextAnnualGeneralmeeting(i.e.28thAGM).

MrsShyamlaKheraisanon-ExecutiveIndependentDirectoroftheCompany.TheCompanyhasreceiveddeclarationfromMrs Shyamla Khera that she meets the criteria of independence.

The Company has received Notice in writing from member(s) alongwith the deposit of the requisite amount under Section 160 of the Companies Act, 2013 proposing the candidature of the aforesaid Independent Director.

MrsShyamlaKheraisaladyofintegrityandpossessappropriateskills,experience,knowledgeandqualificationinhisfieldwhichisbeneficialtotheinterestsoftheCompany.IntheopinionoftheBoard,Mrs.KherafulfiltheconditionsforappointmentasindependentDirectorasspecifiedintheActandtherulesframedthereunderandisindependentofthemanagement.

MrsShyamlaKhera,59,graduatedwithB.Com(Hons)fromDelhiUniversity.ShecompletedherM.Com(Prev.)fromDelhiSchool of Economics and CAIIB (Part I).

She is presently a consultant with Kotak Mahindra Capital Company(KMCC), has an experience of about 37 years in Banking Business. She has headed various prestigious posts including heading various functional departments of State Bank of India, businesses for the Northern Region of Centurion Bank and Corporate Banking Business for KMCC. She was successful in winningmajorityofmandatesfromtheGovernmentandPSUsectorandwascloselyassociatedwithlargedealslikeCoalIndiaIPO,NTPCFPO,BHELBlockdeal,MarutiBlockdealsetc.inKMCC.

She is not on the Board of any Company.

She is not related to any of the Directors of the Company. She does not hold any shares of the Company.

Mrs Shyamla Khera and her relatives are interested in this resolution to the extent of her appointment.

None of the Directors and the Key Managerial Personnel of the Company or their relatives is concerned or interested in this resolution, except Mrs Shyamla Khera herself.

The Board recommends the resolution for approval of the members.

Item No.5

Clause49(VII)oftheRevisedListingAgreement,effectivefrom1stOctober,2014,providesthatallRelatedPartyTransactionsshall require approval of the Audit Committee and all material Related Party Transactions require approval of the shareholders through Special Resolution.

A transaction with a related party shall be considered material if the transaction/ transactions to be entered into individually or takentogetherwithprevioustransactionsduringafinancialyearexceedstenpercentoftheannualconsolidatedturnoveroftheCompanyasperthelastauditedfinancialstatementsoftheCompany.

Section188of theCompaniesAct,2013dealswithRelatedpartyTransactionsandSubsection(1)ofSection188of theCompanies Act, 2013 provides that nothing in this sub section shall apply to any transactions entered into by the Company with Related party, which are in its ordinary course of business, other than transactions which are not on arm’s length basis.

InBharatSeatsLtd.,all the relatedparty transactionsare in theordinarycourseofbusinessandatarm’s lengthbasis .Therefore,theapprovalundersection188oftheCompaniesActisnotrequired.

KeepinginviewtherevisedListingAgreementandintentoftheCompaniesAct,2013,theAuditCommitteeandtheBoardofDirectorsoftheCompanyhaveapprovedintheirrespectivemeetingsheldon21stOctober,2014andrecommendedforseekingtheapprovaloftheshareholdersforthefinancialyear2014-15andonwardsforthefollowingtransaction(s):

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DETAILS OF TRANSACTIONS PER ANNUM W.E.F.1ST APRIL, 2014

I 1 Name of the Party Maruti Suzuki India Ltd., an Associate Company2 Nature of Transaction Sale, purchase or supply

of Goods, materialsSale of Tooling/ JobCharges

Payment of LeaseRent

Purchase of Electricity

3 Period of transaction Transactions are repetitive in nature

Transactions are repetitive in nature



4 Maximum Amount of Transaction per annum w.e.f.1st April, 2014

Rs.1200 crores Rs. 50 crores Rs.50 lakhs Rs.30 crores

5 Indicative Base Price/ Current Contracted Price/Formula for variation in price, if any

As per pricing of various models

6 Other Terms & Conditions Not Applicable Not Applicable Not Applicable Not Applicable

II 1 Name of the Party Sharda Motor Industries Ltd., an Associate Company

2 Nature of Transaction Purchase of Goods, materials

Purchase of Tooling/JobCharges

3 Period of transaction Transactions are repetitive in nature


4 Maximum Amount of Transaction per annum w.e.f.1st April, 2014

Rs.500 crores Rs.100 crores

5 Indicative Base Price/ Current Contracted Price/Formula for variation in price, if any

As per pricing of various models

6 Other Terms & Conditions Not Applicable Not Applicable

InaccordancewiththeListingAgreement,allshareholdersofthecompanywhoarerelatedpartiesofthecompany,includingallthepromotersofthecompanyi.e.MarutiSuzukiIndiaLimited,SuzukiMotorCorporation,ShardaMotorIndustriesLimitedare required to abstain from voting on this resolution.

IntermsofSection188oftheCompaniesAct,2013,Mr.NarinderDevRelan,Chairman,Mr.RohitRelan,ManagingDirector, Mr.AjayRelan,Director,Mr.I.V.Rao,DirectornomineeofMarutiSuzukiIndiaLimitedandMr.YoichiKojima,DirectornomineeofSuzukiMotorCorporation,Japanandtheirrelativesshallbedeemedtobeinterestedinthisresolution.

Except as mentioned above, none of the Directors or Key Managerial Personnel of the company or their relatives are concerned and / or interested in this resolution.

BYORDEROFTHEBOARDFOR BHARAT SEATS LIMITED

DATE : 21stOct.,2014 (RITU BAKSHI)PLACE : Gurgaon COMPANYSECRETARY

SERIAL NO. POSTAL BALLOT FORM

1. NAME AND ADDRESS OF THE SOLE/ FIRST NAMED SHAREHOLDER

2. NAME(S) OF THE JOINT HOLDERS, IF ANY

3. REGISTERED FOLIO NO./ DP ID NO./CLIENT ID NO.* *APPLICABLE TO INVESTORS HOLDING SHARES IN DEMATERIALISED FORM

4. NUMBER OF SHARES HELD

5. I/ WE HEREBY EXERCISE MY/ OUR VOTE IN RESPECT OF THE ORDINARY/ SPECIAL RESOLUTIONS TO BE PASSED THROUGH POSTAL BALLOT FOR THE BUSINESS STATED IN THE NOTICE OF THE COMPANY DATED 21.10.2014 BY SENDING MY/ OUR ASSENT OR DISSENT TO THE SAID RESOLUTION BY PLACING THE TICK MARK () AT THE APPROPRIATE BOX BELOW:

Sr. No.

DESCRIPTION No. of Equity Shares

I/ We Assent to the Resolution

(FOR)

I/We Dissent to the Resolution

(AGAINST)1 APPOINTMENT OF MR.

THADIKARAN CHACKO JOSEPH AS A DIRECTOR OF THE COMPANY

2 APPOINTMENT OF MR. THADIKARAN CHACKO JOSEPH AS A WHOLETIME DIRECTOR OF THE COMPANY

3 APPOINTMENT OF MR. ARVIND VARMA AS AN INDEPENDENT DIRECTOR

4 APPOINTMENT OF MRS SHYAMLA KHERA AS AN INDEPENDENT DIRECTOR

5 AUTHORIZATION FOR RELATED PARTY TRANSACTIONS

PLACE :

DATE : SIGNATURE OF THE SHAREHOLDER

NOTES:1. Please read carefully the instructions printed overleaf before exercising the vote.2. Last date for receipt of Postal ballot forms by Scrutinizer is Thursday, 25th Dec, 2014.

BHARAT SEATS LIMITED(CIN: L34300DL1986PLC023540)

Registered Office: D-188, Okhla Industrial Area, Phase I, New Delhi 110020Email: [email protected], Website: www.bharatseats.com

Phone: 011-26815592, Fax: 0124-2341188

Prin

ted

By

: Prin

t Med

ia, 9

8730

0021

1

INSTRUCTIONS FOR VOTING:Voting in physical form1. A member desiring to exercise vote by postal ballot may complete this postal ballot form (no other form or photocopy thereof is permitted)

and send it to the scrutinizer in the attached postage prepaid self-addressed envelope, so as to reach the scrutinizer on or before 25th December, 2014. However, envelopes containing postal ballots, if sent by courier at the expense of the registered shareholder will also be accepted.

2. The self addressed envelope bears the address of the scrutinizer appointed by the Board of Directors of the company.3. This form should be completed and signed by the shareholder. In case of jointholding, this form should be completed and signed by the

first named shareholder and, in his absence, by the next named shareholder, as per the specimen signature registered with the company.4. The votes should be cast either in favour or against the resolution by putting the tick (√) mark provided for assent or dissent. Postal Ballot

Form bearing (√) mark in both the columns will render the form invalid.5. Incomplete, unsigned or incorrectly filled postal ballot form will be rejected.6. In case of shares held by companies, trusts, societies etc., the duly completed postal ballot form should be accompanied by a certified

true copy of board resolution/ authority to vote on the postal ballot, together with attested specimen signature(s) of the authorised signatory(ies).

7. A shareholder may request for a duplicate postal ballot form, if so required. However, the duly filled in duplicate postal ballot form should reach the scrutinizer not later than the date specified at item 1 above.

8. Shareholders are requested not to send any other paper alongwith the postal ballot form in the enclosed self addressed postage prepaid envelope in as much as all such envelopes will be sent to the scrutinizer and any extraneious paper found in such envelope would be destroyed by the scrutinizer.

Voting through electronic modeThe instructions for shareholders voting electronically are as under: (i) The voting period begins on Wednesday, 26th November, 2014 at 9 a.m. and ends on Thursday, 25th December, 2014.at 5 p.m. During

this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 31st October, 2014, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com. (iii) Click on Shareholders. (iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login. (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then

your existing password is to be used. (vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders

as well as physical shareholders) • Members who have not updated their PAN with the Company/Depository Participant are requested to use the

first two letters of their name and the 8 digits of the sequence number in the PAN field. • In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after

the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

DOB# Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio. • Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the deposi-

tory or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

viii) After entering these details appropriately, click on “SUBMIT” tab. (ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in

demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. (xi) Click on the EVSN for the relevant Company Name i.e. BHARAT SEATS LIMITED on which you choose to vote. (xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the

option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. (xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm

your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote. (xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. (xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page. (xvii) If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot

Password & enter the details as prompted by the system. (xviii) Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected] or email to Company at [email protected] or contact the Company or Registrar & Share Transfer Agent.

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