SHARE TRANSFER SYSTEM
Securities lodged for transfer at the Registrar's address are normally processed within 15 days from the date of lodgement, if the documents are clear in all respects. All requests for dematerialization of securities are processed and the confirmation is given to the depositories within 15 days. Senior Executives of the Company are empowered to approve transfer of shares and debentures and other investor related matters. Grievances received from investors and other miscellaneous correspondence on change of address, mandates, etc. are processed by the Registrars within 15 days.
Reconciliation of Share Capital Audit/Compliance of Share Transfer Formalities
- Pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchanges, certificates, on half-yearly basis, have been issued by a Company Secretary-in-Practice for due compliance of share transfer formalities by the Company.
- A Company Secretary-in-Practice carried out a Reconciliation of Share Capital Audit on a quarterly basis to reconcile the total admitted capital with NSDL and CDSL and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL).
DEMATERIALISATION OF SHARES
The electronic holding of the shares as on March 31, 2015 through NSDL and CDSL are as follows:
DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2015
SHAREHOLDING PATTERN AS ON MARCH 31, 2015
PLANT LOCATIONS
ADDRESS FOR CORRESPONDENCE
Action required regarding non-receipt of dividends, proceeds of matured deposits and interest and redeemed debentures and interest thereon:
- Pursuant to Sections 205A and 205C of the Companies Act, 1956, (or as amended or re-enacted), all unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as principal amount of debentures and deposits pertaining to the Company and erstwhile Tata Finance Limited (TFL) remaining unpaid or unclaimed for a period of 7 years from the date they became due for payment, have been transferred to the Investors Education and Protection Fund (IEPF) established by the Central Government.
- In case of non receipt/non encashment of the dividend warrants, Members are requested to correspond with the Company's Registrars/the Registrar of Companies, as mentioned hereunder:
- Following table gives information relating to outstanding dividend accounts and due dates for claiming dividend:
- As of March 31, 2015, the Company transferred Rs. 19,66,11,444.34 to IEPF including the following amounts during the year
- While the Company's Registrar has already written to the Members, Debenture holders and Depositors informing them about the due dates for transfer to IEPF for unclaimed dividends/interest payments, attention of the stakeholders is again drawn to this matter through the Annual Report.
- Investors of the Company who have not yet encashed their unclaimed/unpaid amounts are requested to do so at the earliest.
- Other facilities of interest to shareholders holding shares in physical form:
- As per Clause 5A of the Listing Agreement, the Company has sent 9915 reminders in February 2013 to those shareholders whose certificates have been returned undelivered and is in the process of sending another reminder for those certificates still lying with the Company. These certificates are currently lying with the Registrar and Transfer Agents of the Company. Members, holding Company's shares in physical form, are requested to tally their holding with the certificates in their possession and revert in case of any discrepancy in holdings. In case there is no response after three reminders, the unclaimed shares shall be transferred to one folio in the name of "Unclaimed Suspense Account" and the voting rights on such shares shall remain frozen till the rightful owner claims the shares.
- Nomination facility: Members, who hold shares in single name or wish to make/change the nomination in respect of their shares as permitted under the Act, may submit to the Registrars and Transfer Agents in the prescribed form.
On behalf of the Board of Directors
CYRUS P MISTRY
Chairman
Mumbai, May 26, 2015
DECLARATION BY THE CEO UNDER CLAUSE 49 OF THE LISTING AGREEMENT
REGARDING ADHERENCE TO THE CODE OF CONDUCT
In accordance with Clause 49 sub-clause II(E) of the Listing Agreement with the Stock Exchanges, I hereby confirm that, all the Directors and the Senior Management personnel of the Company have affirmed compliance to their respective Codes of Conduct, as applicable to them for the Financial Year ended March 31, 2015.
For Tata Motors Limited
R Pisharody
Executive Director
Mumbai, May 26, 2015
PRACTISING COMPANY SECRETARIES' CERTIFICATE ON CORPORATE GOVERNANCE
TO THE MEMBERS OF TATA MOTORS LIMITED
We have examined the compliance of the conditions of Corporate Governance by Tata Motors Limited ('the Company') for the year ended on March 31, 2015, as stipulated in Clause 49 of the Listing Agreement of the Company with the Stock Exchanges.
The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited to a review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.
We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For Parikh & Associates
Practising Company Secretaries
P. N. PARIKH
FCS: 327 CP: 1228
Mumbai, May 26, 2015