Bosch Limited Registered Office: Hosur Road, Adugodi, Bangalore - 560 030. Tel +91 80 2299 2315, Fax +91 80 2299 2181, website: www.boschindia.com; e-mail: [email protected] CIN: L85110KA1951PLC000761 NOTICE TO MEMBERS NOTICE is hereby given that the SIXTY SECOND Annual General Meeting of Bosch Limited (the ‘Company’) will be held at 10.30 a.m. on Thursday, June 05, 2014 at Trinity Hall, ‘Vivanta By Taj’, 41/3, Mahatma Gandhi Road, Bangalore - 560 001, to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the audited Balance Sheet as at December 31, 2013 and audited Statement of Profit & Loss Account for the year ended on that date and the Report of the Directors and Auditors thereon. 2. To declare a dividend for the financial year ending December 31, 2013. 3. To appoint a Director in place of Mr. V.K. Viswanathan, who retires by rotation and being eligible offers himself for re- appointment. 4. To consider and, if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution: “RESOLVED that in accordance with applicable provisions of the Companies Act, 2013, and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof), the retiring auditors, Messrs. Price Waterhouse & Co. Bangalore, Chartered Accountants, (Registration No.007567S), be and are hereby appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting on remuneration to be fixed by the Board of Directors.” SPECIAL BUSINESS 5. To consider and, if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof), and the Articles of Association of the Company, Mr. Peter Tyroller, who was appointed as an Additional Director of the Company by the Board of Directors at its meeting held on June 05, 2013, effective from July 01 2013, pursuant to Article 85A of the Articles of Association of the Company and Section 260 of the Companies Act, 1956, and who holds office upto the date of this Annual General Meeting pursuant to Section 161(1) of the Companies Act, 2013, and Article 85A of the Articles of Association of the Company, and in respect of whom a written Notice pursuant to Section 160 of the Companies Act, 2013, has been received from a member signifying his intention to propose Mr. Peter Tyroller as a candidate for the office of Director of the Company, be and is hereby appointed as a Director of the Company whose period of office shall be liable to determination by retirement by rotation.” 6. To consider and, if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution: “RESOLVED THAT subject to the provisions of sections 2(94), 196, 197, 198 and 203 and other applicable provisions, if any, of the Companies Act, 2013, read with Schedule V to the Companies Act, 2013 and the Rules made thereunder (including any statutory modification or re-enactment thereof) consent of the Company be and is hereby accorded to the appointment of Mr. Franz Hauber as Whole-time Director of the Company from January 01, 2014 to December 31, 2016 on the terms and conditions including remuneration set out in the Agreement dated December 11, 2013 entered into between the Company and Mr. Franz Hauber with specific authority to the Board of Directors to vary the terms and conditions of appointment including remuneration payable to Mr. Franz Hauber provided that the remuneration payable to Mr. Franz Hauber shall not exceed the maximum limits for payment of managerial remuneration specified in the Companies Act, 2013.” “RESOLVED FURTHER THAT in the event of Mr. Franz Hauber ceasing to be an Alternate Director at any time, during the aforesaid period of service and is appointed as a Director of the Company, whether as an Alternate or otherwise, Mr. Franz Hauber shall continue as a Whole-time Director of the Company on aforesaid terms and conditions upon such re-appointment except that during the period that he ceases to be a Director of the Company, he shall continue as an employee of the Company on the same terms and conditions as aforesaid.” “RESOLVED FURTHER THAT the Board of Directors and Company Secretary, be and is hereby authorized to do all acts, 1 PDF processed with CutePDF evaluation edition www.CutePDF.com deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.” 7. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof) read with Schedule IV to the Companies Act, 2013, Mr. Bernhard Steinruecke, Director of the Company be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years from April 01, 2014 up to March 31, 2019.” 8. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof) read with Schedule IV to the Companies Act, 2013, Mrs. Renu S Karnad, Director of the Company be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years from April 01, 2014 up to March 31, 2019.” 9. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof) read with Schedule IV to the Companies Act, 2013, Mr. Prasad Chandran, Director of the Company be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years from April 01, 2014 up to March 31, 2019.” 10. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof) read with Schedule IV to the Companies Act, 2013, Mr. Bhaskar Bhat, Director of the Company be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years from April 01, 2014 up to March 31, 2019.” By Order of the Board Bangalore S. Karthik May 05, 2014 Company Secretary NOTES: (A) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. (B) The instrument appointing the proxy (duly completed, stamped and signed) must be deposited at the registered office of the Company not less than 48 hours before the commencement of the meeting. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, member would be entitled to inspect the proxies lodged, at any time during the business hours of the Company, provided not less than 3 days written notice is given to the Company. (C) Attention of members is invited to page no. 50 in the annual report. The Directors Report was approved by the Board of Directors at their meeting held on February 27, 2014. Mrs. Renu S Karnad and Mr. Prasad Chandran, Directors of the Company were ascertained as per the then prevailing provisions of Companies Act, 1956 to retire by rotation at the ensuing annual general meeting and therefore, reference to the same has been given in the Directors Report. With effect from April 01, 2014, inter-alia, provisions of section 149 of Companies Act, 2013, has been brought into force. In terms of the said section read with section 152(6) of the Act, the provisions of retirement by rotation are not applicable to Independent Directors. Therefore, the directors to retire by rotation have been re- ascertained on the date of this notice. Accordingly, Mr. V.K. Viswanathan, Non-Independent Non-Executive Chairman will retire at the ensuing annual general meeting and being eligible offers himself for re-appointment. In terms of clause 49 of the listing agreement details of director retiring by rotation at the ensuing annual general meeting is given in annexure to this notice. 2 (D) Statement as required under section 102 of the Companies Act, 2013, in respect of special business is annexed hereto. (E) The Register of Members and the share transfer books of the Company will remain closed from May 14, 2014 to May 27, 2014 both days inclusive. (F) Subject to the provisions of section 126 of the Companies Act, 2013, dividend as recommended by the Directors for the year ended December 31, 2013, if declared, will be payable to those Members, whose names appear in the Register of Members as at the close of business on May 13, 2014 and in respect of shares held in dematerialised form, as per the list of beneficial owners furnished to the Company by NSDL/CDSL, as at the close of business on May 13, 2014.