Report on Corporate Governance

  2. Statutory Reports
  3. Report on Corporate Governance

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee functions in accordance with Section 178 of the Act and Regulation 20 read with Part D of Schedule II of the SEBI Listing Regulations. The Committee comprises of 2 Independent Directors and the CEO & Managing Director, it is empowered to:

  • Review statutory compliances relating to all security holders.
  • Consider and resolve the grievances of security holders of the Company, including complaints related to the transfer of securities, non-receipt of annual report/ declared dividends/ notices/ balance sheet.
  • Oversee compliances in respect of dividend payments and transfer of unclaimed amounts to the Investor Education and Protection Fund.
  • Oversee and review all matters related to the transfer of securities of the Company.
  • Approve issue of duplicate certificates of the Company.
  • Review movements in shareholding and ownership structures of the Company.
  • Ensure setting of proper controls and oversee the performance of the Registrar and Share Transfer Agent.
  • Recommend measures for overall improvement of the quality of investor services.

During the year under review, 2 Committee meetings were held on April 23, 2015 and August 13, 2015, attended by both the members of the Committee, namely, Mr V K Jairath, who chaired the meeting and Ms Falguni Nayar. Mr Guenter Butschek was appointed as a member of the Committee with effect from February 15, 2016.

Compliance Officer

Mr H K Sethna, Company Secretary, who is the Compliance Officer, can be contacted at: Tata Motors Limited, Bombay House, 24, Homi Mody Street, Mumbai - 400 001, India. Tel: 91 22 6665 8282, 91 22 6665 7824; Fax: 91 22 6665 7260; Email: inv_rel@tatamotors.com

Complaints or queries relating to the shares and/or debentures can be forwarded to the Company's Registrar and Transfer Agents – M/s TSR Darashaw Limited at csg-unit@tsrdarashaw.com, whereas complaints or queries relating to the public fixed deposits can be forwarded to the Registrars to the Fixed Deposit Scheme – M/s TSR Darashaw Limited at tmlfd@tsrdarashaw.com.

Complaints or queries relating to the shares and/or debentures can be forwarded to the Company's Registrar and Transfer Agents – M/s TSR Darashaw Limited at http://csg-unit@tsrdarashaw.com, whereas complaints or queries relating to the public fixed deposits can be forwarded to the Registrars to the Fixed Deposit Scheme – M/s TSR Darashaw Limited at tmlfd@tsrdarashaw.com.

Complaints or queries relating to the Rights Issue launched by the Company vide Letter of Offer dated March 30, 2015 of Ordinary and 'A' Ordinary Shares, can be forwarded to Link Intime India Private Limited, the Registrar to the Issue, for addressing any pre & post-Issue related queries /complaints including those relating to the Applications Supported by Blocked Amount (ASBA) process. Tel: (91 22) 6171 5400 / 9167779196 /97; Fax: (91 22) 2596 0329; Website: www.linkintime.co.in; Email: tatamotors.rights@linkintime.co.in; Contact Person: Ms. Pooja Bhosle

The status on the total number of investor complaints during FY 2015-16 is as follows:

All letters received from the investors are replied to and the response time for attending to investors' correspondence during FY2015-16 is shown in the following table:

There were no pending share transfers pertaining to the Financial Year ended March 31, 2016. Out of the total number of complaints mentioned above, 51 complaints pertained to letters received through Statutory/Regulatory bodies and those related to Court/Consumer forum matters, fraudulent encashment and non-receipt of dividend.

On recommendations of the Stakeholders Relationship Committee, the Company has taken various investor friendly initiatives like organising a Shareholders' visit to the Company's Works at Pune, sending reminders to investors who have not claimed their dues, sending nomination forms, etc.

OTHER COMMITTEES

The Executive Committee of the Board reviews capital and revenue budgets, long-term business strategies and plans, the organizational structure of the Company, real estate and investment transactions, allotment of shares and/or debentures, borrowing and other routine matters. The Committee also discusses the matters pertaining to legal cases, acquisitions and divestment, new business forays and donations. During the year under review, 3 Committee meetings were held on April 17, 2015, September 15, 2015 and March 14, 2016. The Executive Committee of the Board comprises of 3 Independent Directors, 1 Non-Executive Director and 2 Whole-time Directors. The composition of the Executive Committee of the Board and attendance at its meetings is given hereunder:

The Safety, Health and Environment (SHE) Committee was constituted with the objective of reviewing Safety, Health and Environment practices. The terms of reference of the Committee include the following:

  • to take a holistic approach to safety, health and environmental matters in decision making;
  • to provide direction to Tata Motors Group in carrying out its safety, health and environment function;
  • to frame broad guidelines/policies with regard to safety, health and environment;
  • to oversee the implementation of these guidelines/ policies; and
  • to review the policies, processes and systems periodically and recommend measures for improvement from time to time.

The Committee comprises of 2 Independent Directors including the Chairman of the Committee and 3 Whole-time Directors viz Dr R A Mashelkar, (Chairman), Mr V K Jairath, Mr Ravindra Pisharody and Mr S B Borwankar. Mr G Butschek was appointed as a member of the Committee with effect from February 15, 2016. During the year under review, one meeting of the Committee was held on August 7, 2015 wherein all the members were present at the said meeting.

Corporate Social Responsibility (CSR) Committee was constituted by the Board in accordance with the Act to:

  • Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act;
  • Recommend the amount of expenditure to be incurred on the activities referred to in the above point; and
  • Monitor the Corporate Social Responsibility Policy of the Company from time to time.

The CSR Policy is uploaded on the Company's website as required under the provisions of Section 135 of the Act and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR committee comprises of 2 Independent Directors and 2 Whole-time Directors. During the year under review, 3 meetings of the Committee were held on July 9, 2015, November 4, 2015 and January 8, 2016. The composition of the CSR Committee and attendance at its meeting is given hereunder:

Risk Management Committee is constituted and functions as per Regulation 21 of the SEBI Listing Regulations, The Committee comprises of 4 Independent Directors namely, Mr Nasser Munjee, as Chairman, Dr Mashelkar, Mr V K Jairath and Ms Falguni Nayar as members. The terms of reference enumerated in the Committee Charter are as follows:

  • Principles and objectives inter alia included assisting the Board in overseeing the Company's risk management process and controls, risk tolerance, capital liquidity and funding etc. and its periodic update thereof to the Board.
  • Committee shall act and have powers in accordance with the terms of reference specified in writing by the Board and shall be responsible for reviewing the Company's risk governance structure, assessment, practice, guidelines etc.
  • The Committee will report to the Board periodically on various matters and shall undergo an annual self-evaluation of its performance and report the results thereof to the Board. During the year under review 1 meeting of the Committee was held on July 9, 2015, attended by Mr Nasser Munjee, Chairman, Dr Mashelkar and Mr V K Jairath.

Rights Issue Allotment Committee: Pursuant to the approval of the Shareholders vide Postal Ballot on March 3, 2015 and the authority granted by the Board of Directors vide Resolutions passed on January 27, 2015 and March 25, 2015, the Company launched a simultaneous but unlinked issue of 15,06,44,759 Ordinary Shares of Rs. 2/- each (including the rights offering to ADR holders) for cash at a price of Rs. 450/- on a rights basis to the eligible Ordinary Shareholders in the ratio of 6 Ordinary Share for every 109 fully paid-up Ordinary Shares held on the Book Closure Date, which was April 8, 2015 and 2,65,30,290 'A' Ordinary Shares of Rs. 2/- each for cash at a price of Rs. 271/- on a rights basis to the eligible 'A' Ordinary Shareholders in the ratio of 6 'A' Ordinary Share for every 109 fully paid-up 'A' Ordinary Shares held on the said Book Closure Date. An overwhelming response was received from the Shareholders on the Rights Issue which was oversubscribed by 1.21 times and the Company collected an amount of Rs. 9,029.22 crores on the applications on May 2, 2015.

The Committee of Directors, duly constituted for the purpose of allotment of Ordinary and 'A' Ordinary Shares of the Company, comprising of Mr Mistry, Mr Munjee, Ms Nayar, Mr Pisharody and Mr Borwankar, at its meeting held on May 13, 2015, allotted 15,04,90,480 Ordinary Shares (including the American Depositary Shares representing the Ordinary Shares) and 2,65,09,759 'A' Ordinary Shares in accordance with the basis of allotment mentioned in the Letter of Offer dated March 30, 2015. All members except Mr Mistry, were present for the Committee Meeting.

Executive Committee (Excom) comprising of Mr Butschek, Chairman and various business functional heads such as Mr Pisharody, Mr Borwankar, President (PVBU), Head Advanced and Product Engineering P&SC, Chief Human Resource Officer, Head Corporate Strategy and Business Transformation and Head Corporate Communications. The Excom provides oversight on strategy and key aspects of our business operations.

Apart from the above, the Board of Directors also constitutes Committee(s) of Directors and/or Executives with specific terms of reference, as it deems fit.