Compliance Officer
Mr H K Sethna, Company Secretary, who is the Compliance Officer, can be contacted at: Tata Motors Limited, Bombay House, 24, Homi Mody Street, Mumbai - 400 001, India.
Tel: 91 22 6665 8282, 91 22 6665 7824; Fax: 91 22 6665 7799; Email:inv_rel@tatamotors.com.
Complaints or queries relating to the shares and/or debentures can be forwarded to the Company's Registrar and Transfer Agents – M/s TSR Darashaw Limited at csg-unit@tsrdarashaw.com, whereas complaints or queries relating to the public fixed deposits can be forwarded to the Registrars to the Fixed Deposits Scheme – M/s TSR Darashaw Limited at tmlfd@tsrdarashaw.com.
Complaints or queries relating to the Rights Issue launched by the Company vide Letter of Offer dated March 30, 2015 of Ordinary and 'A' Ordinary Shares, can be forwarded to Link Intime India Private Limited, the Registrar to the Issue, for addressing any issue related queries/complaints including those relating to the Applications Supported by Blocked Amount (ASBA) process. Tel: (91 22) 4918 6000 / 9167779196 /97; Fax: (91 22) 4918 6060; Website: www.linkintime.co.in; Email: tatamotors.rights@linkintime.co.in; Contact Person: Mr Sachin Achar/ Mr Sumeet Deshpande.
The status on the total number of investors' complaints during FY 2017-18 is as follows:
All letters received from the investors are replied to and the response time for attending to investors’ correspondence during FY 2017-18 is shown in the following table:
There were no pending share transfers pertaining to the Financial Year ended March 31, 2018. Out of the total number of complaints mentioned above, 29 complaints pertained to letters received through Statutory/Regulatory bodies and those related to the Court/Consumer forum matters, fraudulent encashment and nonreceipt of dividend.
On recommendations of the Stakeholders’ Relationship Committee, the Company has taken various investor friendly initiatives like organising Shareholders’ visit to Company’s Works at Pune, sending reminders to investors who have not claimed their dues, sending nomination forms, etc.
The Executive Committee of the Board
The Committee reviews capital and revenue budgets, long-term business strategies and plans, the organizational structure of the Company, real estate and investment transactions, allotment of shares and/or debentures, borrowing and other routine matters. The Committee also discusses the matters pertaining to legal cases, acquisitions and divestment, new business forays and donations. During the year under review, 1 Committee meeting was held on September 12, 2017. The Executive Committee of Board presently comprises of 1 Independent Director, 1 Non-Executive Director and 2 Whole-time Directors. The composition of the Executive Committee of Board and attendance at its meetings is given hereunder:
The Safety, Health and SUSTAINABILITY (SHS) Committee
The Committee was renamed on August 9, 2017 from Safety, Health and Environment Committee with the objective of reviewing Safety, Health and Sustainability practices. The terms of reference of the Committee include the following:
- to take a holistic approach to safety, health and environmental matters in decision making;
- to provide direction to Tata Motors Group in carrying out its safety, health and environment function;
- to frame broad guidelines/policies with regard to safety, health and environment;
- to oversee the implementation of these guidelines/policies; and
- to review the policies, processes and systems periodically and recommend measures for improvement from time to time.
The Committee comprises of 1 Independent Director, 1 Executive Director and 1 Managing Director. During the year under review, 3 meetings of the Committee were held on May 22, 2017, July 4, 2017 and November 9, 2017. The composition of the SHS Committee and attendance at its meeting is given hereunder:
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The Committee is constituted by the Board in accordance with the Act to:
- Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act;
- Recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and
- Monitor the Corporate Social Responsibility Policy of the Company from time to time.
The CSR Policy is uploaded on the Company’s website as required under the provisions of Section 135 of the Act and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The CSR Committee comprises of 2 Independent Directors, 1 Executive Director and 1 Managing Director. During the year under review, 3 meetings of the Committee were held on May 22, 2017, September 18, 2017 and January 12, 2018. The composition of the CSR Committee and attendance at its meetings is given hereunder:
Risk Management Committee (RMC)
The Committee is constituted and functions as per Regulation 21 of the SEBI Listing Regulations. The Committee comprises of 1 Independent Director, 1 Executive Director, 1 Managing Director and the CFO. The terms of reference enumerated in the Committee Charter are as follows:
- Principles and objectives inter alia include assisting the Board in overseeing the Company's risk management process and controls, risk tolerance, capital liquidity and funding etc. and its periodic update to the Board.
- Committee shall act and have powers in accordance with the terms of reference specified in writing by the Board and shall be responsible for reviewing the Company's risk governance structure, assessment, practice, guidelines etc.
- The Committee will report to the Board periodically on various matters and shall undergo an annual self-evaluation of its performance and report the results thereof to the Board.
During the year under review 4 meetings of the Committee were held on April 18, 2017, July 4, 2017, September 18, 2017 and January 11, 2018. The composition of the RMC and attendance at its meetings is given hereunder:
CODE OF CONDUCT
Whilst the Tata Code of Conduct is applicable to all Whole-time Directors and employees of the Company, the Board has also adopted a seperate Tata Code of Conduct for Non-Executive Directors and Independent Directors, respectively. Pursuant to Regulation 26(5) of the SEBI Listing Regulations, all members of senior management have confirmed that there are no material, financial and commercial transactions wherein they have a personal interest that may have a potential conflict with the interest of the Company at large. Pursuant to Regulation 26(3) of the SEBI Listing Regulations, all the Board members and senior management of the Company as on March 31, 2018 have affirmed compliance with their respective Codes of Conduct. A Declaration to this effect, duly signed by the CEO and Managing Director is annexed to this report. Furthermore, pursuant to the provisions of Regulations 8 and 9 under the SEBI (Prohibition of Insider Trading) Regulations, 2015 the company has adopted and endeavors adherence to the Tata Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices.
GENERAL BODY MEETINGS
Annual General Meeting (AGM)
There were no special resolutions proposed to be passed through Postal Ballot during the last year or at the forthcoming AGM.
Hon’ble National Company Law Tribunal Convened Equity Shareholders Meeting
Equity Shareholders Meeting was convened during the financial year, pursuant to the Order of the Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench dated June 28, 2017, modified by Orders dated August 23, 2017 and September 15, 2017 (“Orders”) in the matter of the Scheme of Merger and Arrangement between TML Drivelines Limited and Tata Motors Limited and their respective Shareholders (“Scheme”). The details of this meeting are as given below:
All resolutions moved at the last AGM and at the NCLT convened meeting, were passed by means of electronic and physical voting, by the requisite majority of members attending the meeting. The Minutes of the aforementioned General Meetings are available on the Company’s website.
There were no resolutions passed by Postal Ballot by the Company during the year under review.
MEANS OF COMMUNICATION
The Quarterly, Half Yearly and Annual Results are regularly submitted to the Stock Exchanges in accordance with the SEBI Listing Regulations and are generally published in the Indian Express, Financial Express and the Loksatta (Marathi). The Company has emailed to the Members who had provided email addresses, the half yearly results of the Company. The information regarding the performance of the Company is shared with the shareholders vide the Annual Report. The official news releases, including on the quarterly and annual results and presentations made to institutional investors and analysts are also posted on the Company’s website (www.tatamotors.com) in the 'Investors' section.
The Annual Report, Quarterly Results, Shareholding Pattern, Press Releases, Intimation of Board Meetings and other relevant information of the Company are posted through BSE Listing Centre and NSE Electronic Application Processing System (NEAPS) portals for investor information.