Tata Motors AR

Corporate Overview

Financial Statements

Statutory Reports

116

72nd Annual Report 2016-17

To,

The Members,

Tata Motors Limited

We have conducted the secretarial audit of the compliance of

applicable statutory provisions and the adherence to good corporate

practices by Tata Motors Limited (hereinafter called the Company).

Secretarial Audit was conducted in a manner that provided us a

reasonable basis for evaluating the corporate conducts/statutory

compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute

books, forms and returns filed and other records maintained by the

Company, the information provided by the Company, its officers,

agents and authorised representatives during the conduct of

secretarial audit, the explanations and clarifications given to us and

the representations made by the Management, we hereby report

that in our opinion, the Company has, during the audit period

covering the financial year ended on 31st March, 2017, generally

complied with the statutory provisions listed hereunder and also

that the Company has proper Board processes and compliance

mechanism in place to the extent, in the manner and subject to the

reporting made hereinafter:

We have examined the books, papers, minute books, forms and

returns filed and other records made available to us and maintained

by the Company for the financial year ended on 31st March, 2017

according to the provisions of:

(i)

The Companies Act, 2013 (the Act) and the rules made

thereunder;

(ii) The Securities Contract (Regulation) Act, 1956 (‘SCRA’)

and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-

laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules

and regulations made thereunder to the extent of Foreign

Direct Investment, Overseas Direct Investment and

External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed

under the Securities and Exchange Board of India Act,

1992 (‘SEBI Act’)

(a) The Securities and Exchange Board of India (Substantial

Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of

Insider Trading) Regulations, 2015;

Capital and Disclosure Requirements) Regulations, 2009

and amendments from time to time;

(d) The Securities and Exchange Board of India (Employee

Stock Option Scheme and Employee Stock Purchase

Scheme) Guidelines, 1999 and The Securities and

Exchange Board of India (Share Based Employee Benefits)

Regulations, 2014; (Not applicable to the Company during

the audit period)

(e) The Securities and Exchange Board of India (Issue and

Listing of Debt Securities) Regulations, 2008;

(f ) The Securities and Exchange Board of India (Registrars

to an Issue and Share Transfer Agents) Regulations, 1993

regarding the Companies Act and dealing with client;

(Not applicable to the Company during the audit period)

(g) The Securities and Exchange Board of India (Delisting of

Equity Shares) Regulations, 2009; (Not applicable to the

Company during the audit period) and

(h) The Securities and Exchange Board of India (Buyback

of Securities) Regulations, 1998; (Not applicable to the

Company during the audit period)

(vi) Other laws applicable specifically to the Company namely:

The Motor Vehicle Act, 1988 and the Rules made

thereunder.

We have also examined compliance with the applicable clauses of

the following:

(i)

Secretarial Standards issued by The Institute of Company

Secretaries of India with respect to board and general

meetings.

(ii) The Listing Agreements entered into by the Company

with BSE Limited and National Stock Exchange of India

Limited read with the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements)

Regulations, 2015.

During the period under review, the Company has complied with

the provisions of the Act, Rules, Regulations, Guidelines, standards

etc. mentioned above

It is observed that:

The Company has filed an application dated June 22, 2016 with

the Central Government for their approval to the appointment

of and payment of remuneration to Mr. Guenter Butschek, CEO

and Managing Director of the Company and has subsequently

filed various responses to its comments/queries. The said

approval is yet to be received.

Secretarial Audit Report for the Financial Year ended 31st March, 2017

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014)]

ANNEXURE 7