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Directors’ Report
65
CORPORATE OVERVIEW (1-31)
STATUTORY REPORTS
FINANCIALS (123-204)
DIRECTORS
Mr Cyrus P Mistry was appointed as an Additional Director on
May 29, 2012 and Mr Ravindra Pisharody and Mr Satish
Borwankar were appointed as Additional Directors on June 21,
2012. In accordance with Section 260 of the Companies Act,
1956 (the Act) and Article 132 of the Company’s Articles of
Association, they will cease to hold office at the forthcoming
Annual General Meeting and are eligible for appointment.
M/s Pisharody and Borwankar were also appointed as
Executive Director (Commercial Vehicles) and Executive Director
(Qual ity, Vendor Development & Strategic Sourcing)
respectively of the Company for a period of 5 years with
effect from June 21, 2012, subject to the approval of the
Members. In accordance with the provisions of the Act and the
Article of Association of the Company, M/s NMunjee, S Bhargava
and V K Jairath are liable to retire by rotation and are eligible
for re-appointment.
Attention of the Members is invited to the relevant items in the
Notice of the Annual General Meeting and the Explanatory
Statement thereto.
Mr Ratan N Tata was nominated by Tata Steel as 'the Steel
Director' on August 11, 2011 pursuant to Article 127 of the
Company's Articles of Association in place of Dr J J Irani who
retired on June 2, 2011.
Mr Carl P Forster stepped down as the Managing Director and
Group CEO on September 9, 2011, but continued to serve the
Board as a Non-Executive Member till March 31, 2012.
Mr Prakash M Telang, Managing Director - India Operations,
retired from the Company on June 21, 2012, on attaining the
age of superannuation and stepped down from the Board of
the Company. The Board of Directors expressed appreciation of
the contributions made by Mr Telang over the years to the
development and growth of the Company.
CORPORATE GOVERNANCE
A separate section on Corporate Governance forming part of
the Directors’ Report and the certificate from the Practicing
Company Secretary confirming compliance of Corporate
Governance norms as stipulated in Clause 49 of the Listing
Agreement with the Indian Stock Exchanges is included in the
Annual Report. Tata Motors won“the Golden Peacock Award for
Excellence in Corporate Governance” in 2011.
PARTICULARS OF EMPLOYEES
Tata Motors has 103 employees who were in receipt of
remuneration of not less than
`
60 lakhs during the year or
`
5
lakhs per month during any part of the said year. The Information
required under Section 217(2A) of the Companies Act, 1956
and the Rules made there under is provided in the Annexure
forming part of the Report. In terms of Section 219(1)(b)(iv) of
the Act, the Report and Accounts are being sent to the
shareholders excluding the aforesaid Annexure. Any Shareholder
interested in obtaining a copy of the same may write to the
Company Secretary.
CORPORATE
SOCIAL
RESPONSIBILITY
INITIATIVES
A separate section on initiatives taken by the Tata Motors Group
to fulfill its Corporate Social Responsibilities is included in the
Annual Report.
AUDIT
M/s Deloitte Haskins & Sells (DHS), Registration No. 117366W,
who are the Statutory Auditors of the Company, hold office
until the conclusion of the ensuing Annual General Meeting. It
is proposed to re-appoint them to examine and audit the
accounts of the Company for the Financial Year 2012-13. DHS
have, under Section 224(1) of the Act, furnished a certificate of
their eligibility for re-appointment.
Cost Audit
As per the requirement of the Central Government and pursuant
to Section 233B of the Act, the audit of the cost accounts relating
to motor vehicles is carried out every year. Pursuant to the
approval of Ministry of Corporate Affairs, M/s Mani & Co. having
FINANCIAL HIGHLIGHTS (32-45)