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 - 400001, 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 Deposits 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 and 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: Mr Sachin Achar.
The status on the total number of investors' complaints during FY 2016-17 is as follows:
All letters received from the investors are replied to and the response time for attending to investors' correspondence during FY 2016-17 is shown in the following table:
There were no pending share transfers pertaining to the Financial Year ended March 31, 2017. Out of the total number of complaints mentioned above, 49 complaints pertained to letters received through Statutory/Regulatory bodies and those related to the 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 Shareholders' visit to 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, 1 Committee meeting was held on September 16, 2016. The Executive Committee of Board presently comprises of 1 Independent Director, 1 Non- Executive Director and 3 Whole-time Directors. The composition of the Executive Committee of 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, Mr S B Borwankar and Mr Guenter Butschek. During the year under review, two meetings of the Committee were held on May 27, 2016 and October 4, 2016, wherein all the members were present at the said meetings.
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 clause (a); 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 May 27, 2016, October 4, 2016 and March 30, 2017.The composition of the CSR Committee and attendance at its meetings is given hereunder:
Risk Management Committee (RMC) is constituted and functions as per Regulation 21 of the SEBI Listing Regulations. The Committee comprises 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 include assisting the Board in overseeing the Company's risk management process and controls, risk tolerance, capital liquidity and funding etc. and its periodic update 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 5 meetings of the Committee were held on April 4, 2016, July 8, 2016, October 4, 2016, December 5, 2016 and January 12, 2017. The composition of the RMC and attendance at its meeting is given hereunder:
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.
CODE OF CONDUCT
Whilst the Tata Code of Conduct is applicable to all Whole-time Directors and employees of the Company, the Board has also adopted a Tata Code of Conduct for Non-Executive Directors and Independent Directors. Pursuant to Regulation 26(5) of the SEBI Listing Regulations, all members of senior management have confirmed that there are no material, financial and commercial transactions wherein they have a personal interest that may have a potential conflict with the interest of the Company at large. Pursuant to Regulation 26(3) of the SEBI Listing Regulations, all the Board members and senior management of the Company as on March 31, 2017 have affirmed compliance with their respective Codes of Conduct. A Declaration to this effect, duly signed by the CEO and Managing Director is annexed hereto.
GENERAL BODY MEETINGS
Annual General Meeting (AGM)
Extraordinary General Meeting (EGM)
Upon the Requisition and Special Notice received from Tata Sons Limited, the Company's Shareholder, for the removal of Mr Cyrus P Mistry and Mr Nusli N Wadia as Director's of the Company, an EGM was convened, as detailed below:
All resolutions moved at the last AGM and EGM were passed by means of electronic and physical voting, by the requisite majority of members attending the meeting. None of the businesses proposed to be transacted at the ensuing AGM require the passing of a special resolution by way of postal ballot.
There were no resolutions passed by Postal Ballot by the Company during the year under review.
MEANS OF COMMUNICATION
The Quarterly, Half Yearly and Annual Results are regularly submitted to the Stock Exchanges in accordance with SEBI Listing Regulations and are generally published in the Indian Express, Financial Express and the Loksatta (Marathi). The Company has emailed to the Members who had provided email addresses, the half yearly results of the Company. The information regarding the performance of the Company is shared with the shareholders vide the Annual Report. The official news releases, including on the quarterly and annual results and presentations made to institutional investors and analysts are also posted on the Company's website (www.tatamotors.com) in the 'Investors' section.
The Annual Report, Quarterly Results, Shareholding Pattern, Press Releases, Intimation of Board Meetings and other relevant information of the Company are posted through BSE Listing Centre and NSE Electronic Application Processing System (NEAPS) portals for investor information.