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other cost tightening measures, such as crowdsourcing,
travel expenses, etc.
Sales enhancement: Improving market share particularly
inallthesubsegmentsofthecommercialvehiclebusiness,
filling product gaps already identified, ensuring meeting
the demand without any supply constraints, improving
market intelligence with respect to competition, pricing
and sales realization, better customer financing, offering
customized solutions for various applications, product
training to sales force and dealer network, timely product
launches and interventions, strengthening the dealer
network and viability, Incentivization of dealers, rigor on
variable marketing expenses, bundling the value added
services and increasing the revenues from spares and
annual maintenance contracts.
With Mr Borwankar alongwith the Senior Leadership Team’s
broad functional, general management skills and wide
international experience, they would provide Tata Motors
with profound knowledge in complex restructuring/
turnaround programmes, provide inputs on robust world-
class process know-how in operations and accelerate
transformation to a high performance culture by onboarding
employees and creating ownership in the organization. The
Board is of the view, that this leadership creates international,
multinational teams and fosters a culture of cross-functional
teamwork, agility and accountability.
The NRC currently comprising of three independent directors
[viz. Mr Nasser Munjee (as Chairman of the Committee),
Dr Raghunath Mashelkar and Mr Om Prakash Bhatt] and
Mr Natarajan Chandrasekaran, Non-Executive Chairman of
the Board, reviews and recommends the changes in the
remuneration on a yearly basis. This review is based on the
Balance Score Card that includes the performances of the
Company and the individual director on certain defined
qualitative and quantitative parameters such as volumes,
EBITDA, cash flows, cost reduction initiatives, safety, strategic
initiatives and special projects as decided by the Board
vis-à-vis targets set in the beginning of the year. This review
also takes into consideration the benchmark study undertaken
by reputed independent HR agencies on comparative
industry remuneration and practices. The decisions taken at
the NRC and the Board are within the broad framework of
remuneration as approved by the Members.
The Company remains committed to pursue the long term
interest of all stakeholders, including theCompany’sMembers
and employees. It is necessary to balance this with recruiting
and retaining industry proven management team through
the long term. This involves ensuring that the Company’s
leadership and talent base is appropriately remunerated,
notwithstanding cyclical phases.This is particularly important
when the Company has ongoing significant turnaround and
growth strategies under execution.
Taking into consideration the above and the terms of appointment
(including payment of Minimum Remuneration) agreed with Mr
Borwankar and based on the recommendation of the NRC, the Board
of Directors have on May 31, 2017, accorded their approval to the
said proposal of reappointment of Mr Borwankar and in the interest
of the Company has recommended the aforesaid resolution set out
at Item No. 6 in this Notice for the approval of the Members.
None of the Directors, Key Managerial Personnel of the Company
and their relatives is in any way concerned or interested in the said
Resolution, except for Mr Borwankar in the Resolution at Item No. 6
of the Notice.
Item No. 7
Pursuant to Section 148 of the Companies Act, 2013 (“the Act”)
read along with the Companies (Audit and Auditors) Rules, 2014
as amended from time to time, the Company is required to have
the audit of its cost records for specified products conducted by
a Cost Accountant in Practice. Based on the recommendation of
the Audit Committee, the Board had on May 23, 2017, approved
the appointment and remuneration of M/s Mani & Co., the Cost
Auditors (Firm Registration No. 000004) to conduct the audit of the
Cost records maintained by the Company, pertaining to the relevant
products prescribed under the Companies (Cost Records and
Audit) Rules, 2014, for the Financial Year ending March 31, 2018 at a
remuneration of
`
5,00,000/- (Rupees Five Lakhs).
It may be noted that the records of the activities under Cost Audit
is no longer prescribed for “Motor Vehicles and certain parts and
accessories thereof”. However, based on the recommendations of
the Audit Committee, the Board has also approved the appointment
of M/s Mani & Co. for submission of reports to the Company on
cost records pertaining to these activities for a remuneration of
`
15,00,000/- (Rupees Fifteen Lakhs) for the said financial year.
In accordance with the provisions of Section 148 of the Act read along
with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as
amended from time to time, ratification for the remuneration payable
to the Cost Auditors to audit the cost records of the Company for the
said financial year by way of an Ordinary Resolution is being sought
from the Members as set out at Item No. 7 of the Notice.
M/sMani &Co. have furnished a certificate datedMay 12, 2017 regarding
their eligibility for appointment as Cost Auditors of the Company.
The Board commends the Ordinary Resolution set out at Item No. 7
of the Notice for approval by the Members.
None of the Directors, Key Managerial Personnel or their relatives are,
in any way, concerned or interested, financially or otherwise, in the
resolution set out at Item No. 7 of the Notice.
Item No. 8
The Non-Convertible Debentures (“NCDs”) issued on private
Corporate Overview
Financial Statements
Statutory Reports
78
72nd Annual Report 2016-17