63
Notice
Directors’Report
(53-68)
Management Discussion & Analysis
Corporate Governance
Secretarial Audit Report
accordancewith the provisions of Section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, are given as an Annexure
to the Directors‘ Report.
DIRECTORS
Mr Karl Slym, who was the Managing Director of the Company
since September 13, 2012, died on January 26, 2014, in an untimely
and tragic manner. Mr Slym provided leadership in a challenging
market environment and had made a considerable positive impact
on the Company’s culture by spearheading leadership and brand
enhancing programs in the organization. He played a pivotal role
in charting of the Company’s strategy to regain momentum for the
Company’s products in the Indian market. The Directors have placed
on record their profound grief on the passing away of Mr Slym.
The Board has initiated steps for appointing a Managing Director.
In the interim, the oversight of the key aspects of the Company’s
operations is undertaken by a Corporate Steering Committee
comprising Mr Cyrus P Mistry as Chairman, Executive Directors and
Senior Executives of the Company.
Mr Ravi Kant retires as the Vice Chairman of the Company on May 31,
2014 in accordance with the Company’s Policy for Retirement Age
of Directors. Mr Kant joined the Company in February 1999 and on
superannuating as the Managing Director in June 2009, continued to
be on the Company’s Board of Directors as the Non- executive Vice-
Chairman. Mr Kant had by his stewardship and guidance significantly
contributed to the Company’s growth and global aspirations. He
has played a stellar role in the Jaguar Land Rover’s acquisition and
its turnaround and guiding many of the Company's key initiatives
and strategies. The Board placed on record its appreciation for the
contributions made and the role played by Mr Kant over the last 14
years on the Board of the Company.
The Company has, pursuant to the provisions of Clause 49 of the
Listing Agreements entered into with Stock Exchanges, appointed
Mr Nusli Wadia, Dr Raghunath Mashelkar, Mr Subodh Bhargava, Mr
Nasser Munjee, Mr Vineshkumar Jairath and Ms Falguni Nayar as
Independent Directors of the Company. The Company has received
declarations from the said Independent Directors of the Company
confirming that theymeet the criteria of independence as prescribed
both under sub-section (6) of Section 149 of the Companies Act, 2013
and under the said Clause 49. In accordance with the provisions of
Section 149(4) and proviso to Section 152(5) of the Companies Act,
2013, these Directors are being appointed as Independent Directors
to hold office as per their tenure of appointment mentioned in the
Notice of the forthcoming AGM of the Company.
In accordance with the requirements of the Act and the Articles of
Association of the Company, Dr Ralf Speth retires by rotation and is
eligible for re-appointment.
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.
PARTICULARS OF EMPLOYEES
The Information on 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 as required under Section 217(2A) of
the Companies Act, 1956 (the Act) and the Rules made thereunder
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
member 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 theTata Motors Group to fulfil
its Corporate Social Responsibilities is included in the Annual Report.
BUSINESS RESPONSIBILITY REPORT
Vide its Circular dated August 13, 2012, Securities and Exchange Board
of India (SEBI) mandated the inclusion of Business Responsibility
Report (BRR) as a part of the Annual Report for top 100 listed entities
based on their market capitalisation on BSE Limited and National Stock
Exchange of India Limited as on March 31, 2012. The said reporting
requirement is in line with the ‘National Voluntary Guidelines on Social,
Environmental and Economic Responsibilities of Business (NVGs)’
notified by Ministry of Corporate Affairs, Government of India, in
July, 2011. Pursuant to the above, the Stock Exchanges amended the
Listing Agreement by inclusion of Clause 55 providing a suggested
framework of a BRR, describing initiatives taken by the Company from
an environmental, social and governance perspective. In line with
the press release and FAQs dated May 10, 2013, issued by SEBI, the
