Tata Motors AR

xv.

Approving the appointment of CFO after assessing the

qualification, experience and background etc. of the candidate.

xvi.

Engage a registered valuer in case valuations are required in

respect of any property, stocks, shares, debentures, securities,

goodwill, undertaking or assets, liabilities or net worth of the

Company.

xvii. Review and suitably reply to the report(s) forwarded by the

auditors on the matters where auditors have sufficient reason

to believe that an offence involving fraud, is being or has been

committed against the Company by officers or employees of

the Company.

xviii. Review the system of storage, retrieval, display or printout of

books of accounts maintained in electronic mode during the

required period under law.

xix.

Approve all or any subsequent modification of transactions

with related parties.

xx.

To approve policies in relation to the implementation of the

Tata Code of Conduct for Prevention of Insider Trading and

Code of Corporate Disclosure Practices (‘Code’) and to supervise

implementation of the Code.

xxi.

To note and take on record the status reports, detailing the

dealings by Designated Persons in Securities of the Company,

as submitted by the Compliance Officer on a quarterly basis

and to provide directions on any penal action to be initiated, in

case of any violation of the Code, by any person.

During the year, the Committee reviewed key audit findings covering

operational, financial and compliance areas. It also reviewed

the internal control system in subsidiary companies, status on

compliance of its obligations under the Charter and confirmed that

it fulfilled its duties and responsibilities. The Committee, through

self-assessment, annually evaluates its performance. The Chairman

of the Audit Committee briefs the Board members about significant

discussions at Audit Committee meetings.

The Committee comprises of 4 Independent Directors, all of whom

are financially literate and have relevant finance and/or audit

exposure. Mr Munjee is the Financial Expert. The quorum of the

Committee is two members or one-third of its members, whichever

is higher. The Chairman of the Audit Committee also attended the

last Annual General Meeting of the Company. During the period

under review, 10 Audit Committee meetings were held on April 4,

2016, May 27, 2016, July 8, 2016, August 11, 2016, August 24, 2016,

October 4, 2016, November 11, 2016, January 12-13, 2017, February

13, 2017 and March 30, 2017. The maximum gap between any two

meetings was less than 120 days. Each Audit Committee meeting

which considers financial results is preceded by a meeting of the

Audit Committee members along with the Auditors only.

The composition of the Audit Committee and attendance at its

meetings is as follows:

Composition

Meetings attended Attendance (%)

Mr N Munjee (Chairman)

100

Dr R A Mashelkar

Mr V K Jairath

100

Ms Falguni Nayar

The Committee meetings are held at the Company’s Corporate

Headquarters or at its plant locations and are attended by the CEO

& Managing Director, Executive Directors, CFO, Company Secretary,

Chief Internal Auditor, Statutory Auditors and Cost Auditors on need

based basis. The Business and Operation Heads are invited to the

meetings, as and when required. The Company Secretary acts as the

Secretary of the Audit Committee, as well as all the other Committees

of the Company. The Chief Internal Auditor reports directly to the

Audit Committee to ensure independence of the Internal Audit

function.

The Committee relies on the expertise and knowledge of the

management, the internal auditors and the Statutory Auditor,

in carrying out its oversight responsibilities. It also uses external

expertise, if required. The management is responsible for the

preparation, presentation and integrity of the Company’s financial

statements including consolidated statements, accounting and

financial reporting principles. The management is also responsible

for internal control over financial reporting and all procedures

are designed to ensure compliance with accounting standards,

applicable laws and regulations as well as for objectively reviewing

and evaluating the adequacy, effectiveness and quality of the

Company’s system of internal controls.

Deloitte Haskins & Sells LLP, Mumbai (ICAI Firm Registration

No.117366W/W – 100018), the Company’s Statutory Auditor, is

responsible for performing an independent audit of the Financial

Statements and expressing an opinion on the conformity of those

financial statements with accounting principles generally accepted

in India.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (NRC) of the

Company functions according to its Charter, that defines its

objective, composition, meeting requirements, authority and power,

responsibilities, reporting and evaluation functions in accordance

with Section 178 of the Act and SEBI Listing Regulations, which are

reviewed from time to time. The broad terms of reference of the NRC

are as follows:

Corporate Overview

Financial Statements

Statutory Reports

174

72nd Annual Report 2016-17