Notice

  2. Notice

(PURSUANT TO SECTION 101 OF THE COMPANIES ACT, 2013)

Dear Member,

NOTICE IS HEREBY GIVEN THAT THE SEVENTY SECOND ANNUAL GENERAL MEETING OF TATA MOTORS LIMITED will be held on Tuesday, August 22, 2017, at 3.00 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai 400 020 to transact the following business:

ORDINARY BUSINESS

  1. To receive, consider and adopt
    1. the Audited Financial Statement of the Company for the Financial Year ended March 31, 2017 together with the Board's Report and the Auditors’ Report thereon; and
    2. the Audited Consolidated Financial Statement of the Company for the Financial Year ended March 31, 2017 together with the Auditors' Report thereon.
  2. To appoint a Director in place of Dr Ralf Speth (DIN: 03318908), who retires by rotation and being eligible, offers himself for re-appointment.
  1. Appointment of Auditors

    To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

    "RESOLVED that pursuant to the provisions of Sections 139, 142, 143 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, B S R & Co. LLP, Chartered Accountants (Firm Registration No.101248W/W – 100022) be and is hereby appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting ("AGM") till the conclusion of Seventy-Seventh AGM of the Company to be held in the year 2022 (subject to ratification of their appointment at every AGM if so required under the Act), at such remuneration, as may be mutually agreed upon between the Board of Directors of the Company and the Auditors."

SPECIAL BUSINESS

  1. Appointment of Mr Natarajan Chandrasekaran as a Director

    To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

    "RESOLVED that Mr Natarajan Chandrasekaran (DIN: 00121863), who was appointed by the Board of Directors as an Additional Director of the Company with effect from January 17, 2017 and who holds office upto the date of this Annual General Meeting of the Company under Section 161 of the Companies Act, 2013 ("the Act") and Article 132 of the Articles of Association of the Company, but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Director of the Company and is liable to retire by rotation."

  1. Appointment of Mr Om Prakash Bhatt as an Independent Director

    To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

    "RESOLVED that Mr Om Prakash Bhatt (DIN: 00548091) who was appointed by the Board of Directors as an Additional Director of the Company with effect from May 9, 2017 and who holds office upto the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 ("the Act") and Article 132 of Articles of Association of the Company but who is eligible for appointment and has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company."

    "RESOLVED FURTHER that pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Act, and the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV of the Act, as amended from time to time, the appointment of Mr Om Prakash Bhatt who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment as an Independent Director of the Company, not liable to retire by rotation, for a term of five years commencing with effect from May 9, 2017 to May 8, 2022, be and is hereby approved."

  1. Re-appointment of Mr Satish Borwankar as Executive Director and Chief Operating Officer and payment of remuneration

    To consider and if thought fit, to pass, the following resolution as a Special Resolution:

    "RESOLVED that pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, read along with Schedule V of the Companies Act, 2013 ("the Act"), and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the Company do hereby accord their approval for the re-appointment and terms of remuneration of Mr Satish Borwankar (DIN: 01793948) as the Executive Director and Chief Operating Officer of the Company with effect from July 16, 2017 to July 15, 2019 upon the following terms and conditions, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during his said tenure, with liberty to the Board of Directors [which term shall include the Nomination and Remuneration Committee ("NRC")] to alter and vary the terms and conditions of the said re-appointment as it may deem fit.

  1. NATURE OF DUTIES: The Executive Director shall, devote his whole time and attention to the business and operations of the Company and carry out such duties as may be entrusted to him by the Managing Director and the Board from time to time and separately communicated to him and exercise such powers as may be assigned to him, subject to superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company and the business of any one or more of its subsidiaries and/or associated companies, including performing duties as assigned by the Board from time to time by serving on the boards of such companies or any other executive body or any committee of such a company.
  2. REMUNERATION:
    1. Basic Salary: Rs. 5,06,000/- per month, upto a maximum of Rs. 8,00,000/- per month.

      The annual increment which will be effective from 1st April each year, will be decided by the Board based on the recommendation of the NRC in consonance with the individual performance and the performance of the Company, within the aforementioned maximum Basic Salary limit. The said annual increment, would be limited upto an amount not exceeding 20% of the Basic Salary as may be decided by the Board in the above manner.

    2. Benefits, Perquisites and Allowances:

      Details of Benefits, Perquisites and Allowances are as follows:

      1. Rent-free residential accommodation (furnished or otherwise) with the Company bearing the cost of repairs, maintenance, society charges and utilities (e.g. gas, electricity and water charges) for the said accommodation.

        OR

        House Rent and Maintenance Allowance (in case residential accommodation is not provided by the Company) of 85% of Basic Salary.

      2. Reimbursement of hospitalization and major medical expenses incurred as per rules of the Company (this includes mediclaim insurance premium).
      3. Car facility as per rules of the Company.
      4. Telecommunication facility as per rules of the Company, including broadband, internet and fax.
      5. Other perquisites and allowance given below subject to a maximum of 55% of Basic Salary, which includes:
        • Medical allowance
        • Leave Travel Concession/Allowance
        • Other Allowances
        • Personal Accident Insurance Premium
        • Annual Club Membership fees
      6. Retirement benefits: Contribution to Provident Fund, Superannuation Fund or Annuity Fund and Gratuity Fund as per rules of the Company. Provision of Special Retirement Benefits viz. Pension and Medical Benefits upon his superannuation, only if he continues with the Company or any Tata Company till that time. The Special Retirement Benefits are discretionary and can be withdrawn by the Board in case of conviction by the judicial authorities for any offences and include clauses on non-compete after superannuation.
      7. Leave and encashment of unavailed leave as per rules of the Company.
    3. Commission:

      Such remuneration by way of profit linked commission, in addition to the salary, perquisites and allowances payable, calculated with reference to the net profits of the Company in a particular financial year, as may be determined by the Board of the Company at the end of each financial year, subject to the overall ceilings stipulated in Section 197 of the Act, but in any case will not exceed 400% of the Basic Salary.

    4. Incentive Remuneration:

      In case where the net profits of the Company are inadequate for payment of profit-linked commission in any financial year, an incentive remuneration may be paid upto an amount not exceeding 200% of Basic Salary paid at the discretion of the Board. This incentive remuneration would be payable subject to the achievement of certain performance criteria and such other parameters as may be considered appropriate from time to time by the Board.

      An indicative list of factors that may be considered for determining the extent of commission/incentive remuneration, by the Board which will be payable annually after the Annual Accounts have been approved, are:

      • Company performance on certain defined qualitative and quantitative parameters as may be decided by the Board from time to time.
      • Industry benchmarks of remuneration.
      • Performance of the individual.
  3. MINIMUM REMUNERATION:

    Notwithstanding anything to the contrary herein contained, wherein any financial year during the currency of the tenure of the Executive Director, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of Basic Salary, benefits, perquisites and allowances, incentive remuneration and retirement benefits as specified above.