TECHNOLOGY AND ENVIRONMENT FRIENDLY INITIATIVES
The Tata Motors Group continues to innovate, with a view to enhance the market share and aims at products which cater to the changing needs of the customer for both fleet owners and individual customers. Besides new product developments covered above, some of the key initiatives on Environment friendly technologies include:
- Fuel efficiency improvement through development of advanced driveline oil formulation in line with previous development of engine oil only.
- Continuation of fuel efficiency improvement initiatives on commercial vehicle engines through software features in engine management system and vehicle level parameter optimization.
- Downsizing of gasoline engines using pressure charging technology (turbochargers) for Co2 reduction on passenger cars.
- Designed and developed electric vehicles based on Tata Magic and Tata Iris, which were demonstrated in Autoexpo 2014. A fleet of small number of demonstrator vehicles is being developed.
- Start of a collaborative initiative to investigate sustainable synthetic fuels for India and developing nations.
- Designed, developed and demonstrated Hydrogen fuelled zero emission fuel cell bus for urban transportation. Further testing is in progress.
- Use of bio CNG in internal combustion engines for vehicles is under testing.
- Unveiling the latest milestone of its advanced aluminium which would be high-strength, lightweight and the Jaguar Land Rover's most aluminium intensive structure to date bringing considerable benefits in terms of dynamics, safety and efficiency.
- Jaguar Land Rover introduced world's first hybrid electric vehicle with a diesel engine by bringing down fuel consumption to 6.41/100 km. which only few years ago, seemed to be totally unachievable in a vehicle size of Range Rover.
- Introduction of InControl Apps in the Cars manufactured by Jaguar Land Rover to minimize driver distractions.
- Collaborative innovation through Investment in a new UK advanced research facility, the National Automotive Innovation Centre providing dedicated facilities for an expanded Jaguar Land Rover Advanced Research Team.
SUBSIDIARY AND ASSOCIATE COMPANIES
Tata Motors announces consolidated financial results on a quarterly basis. As required under the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements of the Tata Motors Group are attached.
Pursuant to the provisions of Section 212(8) of the Companies Act,1956 (the Act), the Miistry of Corporate Affairs vide its General Circular No 2/2011 dated February 8, 2011, has granted a general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212 of the Act, which requires the attaching of the Balance Sheet, Profit & Loss Account and other documents of its subsidiary companies to its Balance Sheet.
Accordingly, the said documents are not being included in this Annual Report. The main financial summaries of the subsidiary companies are provided under the section 'Subsidiary Companies: Financial Highlights for FY 2013-14' in the Annual Report. The Company will make available the said annual accounts and related detailed information of the subsidiary companies upon the request by any member of the Company or its subsidiary companies. These accounts will also be kept open for inspection by any member at the Registered Office of the Company and the subsidiary companies.
Subsidiary Companies
Tata Motors had 70 (direct and indirect) subsidiaries (10 in India and 60 abroad) as on March 31, 2014, as disclosed in the accounts.
During the year, the following changes have taken place in subsidiary companies:
Subsidiary companies formed/acquired:
- Tata Technologies Inc. acquired Cambric Holdings Inc., which included its subsidiaries, namely Cambric Corporation, Cambric Limited, Cambric Consulting SRL, Cambric GmbH, Cambric UK Limited, Cambric Managed Services Inc., Midwest Managed Services - all indirect subsidiaries of Tata Technologies Limited.
- Tata Technologies incorporated Cambric Manufacturing Technologies (Shanghai) Co. Limited.
- Land Rover Belux SA/NV merged with Jaguar Belux NV and changed its name from Jaguar Belux NV to Jaguar Land Rover Belux.
- All business and assets of Land Rover were acquired by Jaguar Land Rover Limited except Jaguar Land Rover Automotive Trading (Shanghai) Co. Ltd.
- Business of Land Rover Exports Limited was transferred to Jaguar Land Rover Exports Limited.
Companies ceasing to be subsidiary companies/ceased operations:
- Tata Hispano Motors Carrocera S.A. wound down factory and manufacturing activity but still exists as a subsidiary.
Name changes
- Land Rover to Jaguar Land Rover Holdings Limited
- Jaguar Land Rover Exports Limited to JLR Nominee Company Limited
Besides the above, Jaguar Land Rover continued to integrate / restructure legal entities for manufacturing and for exporting globally as combined brand legal entities. Other than the above, there has been no material change in the nature of the business of the subsidiary companies.
Associate companies/Joint Ventures
As at March 31, 2014, Tata Motors had 6 associate companies and 5 Joint Ventures as disclosed in the accounts.
The accounting of subsidiaries, associates and joint ventures have been done in consolidated financial statments in accordance with the Accounting Standards.
ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
Details of energy conservation and research and development activities undertaken by the Company alongwith the information in accordance with 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 they meet 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 Rs.60 lakhs during the year or Rs.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 the Tata 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 Company's BRR is hosted on its website www.tatamotors.com. Any shareholder interested in obtaining a physical copy of the same may write to the Company Secretary.
STATUTORY AUDIT
M/s Deloitte Haskins & Sells LLP (DHS LLP), Chartered Accountants (ICAI Firm Registration No.117366W/W-100018), 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 three years to hold office from the conclusion of this AGM till the conclusion of the seventy-second AGM of the Company to be held in the year 2017 subject to ratification of their appointment at every AGM. DHS have, under Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder furnished a certificate of their eligibility and consent for re-appointment.
DHS converted itself into a Limited Liability Partnership (LLP) under the provisions of the Limited Liability Partnership Act, 2008 and is now known as Deloitte Haskins & Sells LLP (DHS LLP) with effect from November 20, 2013. In terms of the Ministry of Corporate Affairs, Government of India, General Circular No. 9/2013 dated April 30, 2013, if a firm of CAs, being an auditor in a company under the Companies Act, 1956, is converted into an LLP, then such an LLP would be deemed to be the auditor of the said company. The Board of Directors of the Company has taken due note of this change. Accordingly, the audit of the Company for FY 2013-14 was conducted by DHS LLP.
Cost Audit
As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act 1956, the audit of the cost accounts pertaing to motor vehicles and other relevent products groups is carried out every year. Pursuant to the approval of Ministry of Corporate Affairs, M/s Mani & Co. having registration No. 00004 were appointed as the Cost Auditors for auditing the Company's cost accounts relating to the Company's products for the year ended March 31, 2014, for which the approval of Central Government was received on July 24, 2013.
The Cost Audit Report and Compliance Report for the year ended March 31, 2013 were filed by the Company on September 25, 2013 well within the prescribed due date of September 30, 2013. The Cost Audit Report and compliance report for the financial year ended March 31, 2014 is expected to be filed within the prescribed time.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 (the Act) the Directors, based on the representation received from the Operating Management, confirm that:-
- in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;
- they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
- they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
- they have prepared the annual accounts on a going concern basis.
ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to all of the Company's employees for their enormous personal efforts as well as their collective contribution to the Company's performance. The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.
On behalf of the Board of Directors
CYRUS P MISTRY
Chairman
Mumbai, May 29, 2014