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Corporate Governance
121
CORPORATE OVERVIEW (1-31)
STATUTORY REPORTS
FINANCIALS (123-204)
TO THE MEMBERS OF TATA MOTORS LIMITED
We have examined the registers, records, books and papers of
TATA
MOTORS LIMITED
( “the Company”) as required to be maintained
under the Companies Act, 1956, (‘the Act’) and the rules made
thereunder and the provisions contained in the Memorandum and
Articles of Association of the Company as also under the Listing
Agreement with the Stock Exchanges and the guidelines of SEBI as
applicable for the financial year ended 31
st
March 2012.
1. In our opinion and to the best of our information and according to
the examinations carried out by us and explanations furnished and
representations made to us by the Company, its officers and agents,
we report that the Company has complied with the provisions of
the Act, the Rules made thereunder and the Memorandum and
Articles of Association of the Company with regard to:
a) maintenance of various statutory registers and documents and
making necessary entries therein;
b) closure of Register of Members/ Debentureholders;
c) forms, returns, documents and resolutions required to be filed with
the Registrar of Companies, Regional Director, Central Government,
Company Law Board or other authorities;
d) service of documents by the Company on its Members,
Debentureholders, Auditors and the Registrar of Companies;
e) notice of Board and Committee meetings of Directors;
f ) meetings of Directors and Committees of Directors and passing of
circular resolutions;
g) notice and convening of Annual General Meeting held on 12
th
August, 2011;
h) minutes of the proceedings of the Board Meetings, Committee
Meetings and General Meetings;
i) approvals of the Board of Directors, Committee of Directors,
Members and government authorities, wherever required;
j) constitution of the Board of Directors, Committees of Directors and
appointment, retirement and reappointment of Directors including
Managing Directors;
k) payment of remuneration to Directors, Managing Directors and
Executive Directors;
l) appointment and remunerationof StatutoryAuditors andCost Auditors;
m) transfer and transmission of the Company’s shares, issue and
allotment of shares and issue and delivery of certificates of shares;
n) declaration and payment of dividend.
o) transfer of amounts as required under the Act to the Investor
Education and Protection Fund;
p) borrowings and registration of charges;
q) report of the Board of Directors;
r) investment of the Company’s funds including inter corporate loans
and investments;
s) generally, all other applicable provisions of the Act and the Rules
thereunder.
PRACTISING COMPANY SECRETARIES’CERTIFICATE ON CORPORATE GOVERNANCE
2. We further report that:
a) the Directors have complied with the requirements as to disclosure
of interests and concerns in contracts and arrangements,
shareholdings and directorships in other Companies and interest in
other entities;
b) the Directors have complied with the disclosure requirements in
respect to their eligibility of appointment, their being independent,
compliance with Insider Trading Code of Conduct and the Code of
Conduct for Directors and Management Personnel;
c) the Company has obtained all necessary approvals under various
provisions of the Act;
d) there was no prosecution initiated against or show cause notice
received by the Company during the year under review under the
Companies Act, SEBI Act, Depositories Act, Listing Agreement and
rules, regulations and guidelines under these Acts.
3. We further report that:
a) the Company has complied with the requirements under the Equity
Listing Agreements entered into with the BSE Limited and the
National Stock Exchange of India Limited;
b) the Company has complied with the requirements under the Debt
Listing Agreement for the securities listed onWholesale Debt Market
segment of National Stock Exchange of India Limited;
c) the Company has complied with the provisions of the Securities
and Exchange Board of India ( Substantial Acquisition of Shares
and Takeovers ) Regulations, 2011 including the provisions with
regard to disclosures and maintenance of records required under
the Regulations;
d) the Company has complied with the provisions of the Securities
and Exchange Board of India ( Prohibition of Insider Trading )
Regulations, 1992 including the provisions with regard to disclosures
and maintenance of records required under the Regulations;
e) the Company has complied with the provisions of the Securities
and Exchange Board of India ( Depositories and Participants
Regulations, 1996 including submitting of Reconciliation of Share
Capital Audit Reports;
f ) there were no issues during the year which required specific
compliance of the provisions of the Securities and Exchange Board
of India ( Issue of Capital andDisclosure Requirements ) Regulations, 2009;
g) there were no issues during the year which required specific
compliance of the provisions of the Securities Contracts (Regulation)
Act,1956 (SCRA) and the Rules made under that Act.
For Parikh & Associates
Practising Company Secretaries
P. N. PARIKH
FCS: 327 CP: 1228
Mumbai, June 21, 2012
FINANCIAL HIGHLIGHTS (32-45)