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Corporate Governance
101
CORPORATE OVERVIEW (1-31)
STATUTORY REPORTS
FINANCIALS (123-204)
Independent Directors comprise more than half the total strength of the Board. All the
Independent Directors have confirmed that they meet the‘independence’criteria as mentioned
under Clause 49 of the Listing Agreement.
None of the Directors on the Company’s Board is a Member of more than ten Committees and
Chairman of more than five Committees (Committees being, Audit Committee and Investors’
Grievance Committee) across all the Indian Public limited companies in which he is a Director.
All the Directors have made necessary disclosures regarding Committee positions held by
them in other companies and do not hold the office of Director in more than fifteen public
companies. None of the Directors of the Company is related to each other. All Non Executive
Directors excluding the ‘Steel’ Director ( Tata Steel representative), are liable to retire by
rotation. The appointment of the Managing Directors and Executive Directors including the
tenure and terms of remuneration are also approved by the members.
The required information as enumerated in Annexure IA to Clause 49 of the Listing Agreement
is made available to the Board of Directors for discussions and consideration at Board Meetings.
The Board reviews the declaration made by the Managing Director regarding compliance
with all applicable laws on a quarterly basis as also steps taken to remediate instances of non-
compliance. The Managing Director - India Operations and Chief Financial Officer (CFO) have
certified to the Board in accordance with Clause 49 V of the Listing Agreement pertaining to
CEO and CFO certification for the Financial Year ended March 31, 2012.
During the year under review, eight Board Meetings were held on April 5, 2011, May 26, 2011,
July 15, 2011, August 10, 2011, August 11, 2011, September 20, 2011, November 14, 2011 and
February 14, 2012. The maximum time-gap between any two consecutive meetings did not
exceed four months. The composition of the Board, attendance at Board Meetings held during
the Financial Year under review and at the last Annual General Meeting, number of directorships
(including Tata Motors), memberships/chairmanships of the Board and Committees of public
companies and their shareholding as on March 31, 2012 in the Company are as follows:
Category
No. of Board
Meetings
attended
in the year
Attendance
at the
last AGM
Directorships
(1)
Chairman Member
Committee positions
(2)
Chairman
Shareholding
Ordinary
Shares
‘A’ Ordinary
Shares
Member
Director
Identification
Number
Name of the
Director
Ratan N Tata
(3)
00000001 Non-Executive Chairman
8
Yes
10
1
-
-
9,36,730 1,09,180
Ravi Kant
00016184 Non-Executive, Vice Chairman
8
Yes
2
2
-
1
-
-
J J Irani
(4)(6)
00311104 Non-Executive
1
-
4
7
-
2
24,075
6,500
N N Wadia
00015731 Non-Executive, Independent
8
No
4
4
-
-
-
-
S M Palia
00031145 Non-Executive, Independent
8
Yes
-
7
2
5
1,500 12,500
R A Mashelkar
00074119 Non-Executive, Independent
5
Yes
-
7
-
4
-
-
S Bhargava
00035672 Non-Executive, Independent
8
Yes
2
7
2
4
-
-
N Munjee
00010180 Non-Executive, Independent
8
Yes
3
12
4
5
-
-
V K Jairath
00391684 Non-Executive, Independent
8
Yes
-
2
-
2
250
-
R Sen
03043868 Non-Executive, Independent
7
Yes
-
2
-
-
-
-
Ralf Speth
03318908 Non-Executive
8
Yes
-
1
-
-
-
-
Carl-Peter Forster
(5)(6)
02986480 Non-Executive
6
Yes
1
1
-
-
-
-
P M Telang
(7)
00012562 Managing Director-
8
Yes
5
7
-
-
15,900 12,500
India Operations
Details of Additional Directors appointed after March 31, 2012 are as under:
Cyrus P Mistry
(8)
00010178 Non-Executive
NA
NA
-
7
-
1
-
-
Ravindra Pisharody
(9)
01875848 Executive Director
NA
NA
1
6
-
2
-
50
(Commercial Vehicles)
Satish Borwankar
(9)
01793948 Executive Director -
NA
NA
-
4
-
1
805
-
(Quality, Vendor Development
& Strategic Sourcing)
FINANCIAL HIGHLIGHTS (32-45)