125
To,
The Board of Directors
TATA MOTORS LIMITED
Bombay House, 24 Homi Modi street,
Mumbai 400001
Company No.: L28920MH1945PLC004520
Authorised Capital:
`
3900 Crores
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, and the applicable provisions of Companies Act, 2013
(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 Exchange and the regulations of SEBI
as applicable for the year ended March 31, 2014.
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/ record date for 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, Debenture
holders, Stock Exchanges, Auditors and the Registrar of Companies;
e) notice of Board and various Committee meetings of Directors;
f) meetings of Directors and all the Committees of Directors and
passing of circular resolutions;
g) notice and convening of Annual General Meeting held on 21st
August 2013;
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 and Executive Directors;
k) payment of remuneration to Directors, Managing Director and
Executive Directors;
l) appointment and remuneration of Statutory Auditors and Cost
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.
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 the code of conduct for Directors and Senior
Management Personnel as per clause 49 of the listing agreement and
with the Insider Trading code of conduct and;
c) the Company has obtained all necessary approvals under various
provisions of the Act where necessary;
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 on Wholesale 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 regards
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 SEBI
(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 and Disclosure 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
(Partner)
C. P. No.: 1228
Mumbai, May 29, 2014
SECRETARIAL AUDIT REPORT
Notice
Directors’Report
(125)
Management Discussion & Analysis
Corporate Governance
Secretarial Audit Report
