Report on Corporate Governance

Transfer of unclaimed / unpaid amounts to the Investor Education and Protection Fund (IEPF):

  1. During the year, the Ministry of Corporate Affairs had notified Sections 124 and 125 of the Act and the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"). As per the said Act and the IEPF Rules all unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as principal amount of debentures and deposits, sale proceeds of fractional shares, redemption amount of preference shares, etc. pertaining to the Company remaining unpaid or unclaimed for a period of 7 years from the date they became due for payment, have to be transferred to the IEPF Authority established by the Central Government.

    Furthermore, the IEPF Rules mandate companies to transfer shares of shareholders whose dividends remain unpaid/unclaimed for a period of 7 consecutive years to the demat account of the IEPF Authority. The Company strongly recommends shareholders to encash/claim their respective dividend within the period given below:

    The Company has sent individual communication to the concerned shareholders at their registered address, whose dividend remains unclaimed and whose shares are liable to be transferred to the IEPF.

  2. While the Company's Registrar has already written to the Members, Debenture holders and Depositors informing them about the due dates for transfer to IEPF for unclaimed dividends/interest payments, attention of the stakeholders is again drawn to this matter through the Annual Report. The data on unpaid/unclaimed dividend and other unclaimed monies is also available on the Company's website under the head (http://www.tatamotors.com/investor/iepf/). Investors of the Company who have not yet encashed their unclaimed/unpaid amounts are requested to correspond with the Company's Registrar and Transfer Agents, at the earliest.

    Members may refer to the Refund Procedure for claiming the aforementioned amounts transferred to the IEPF Authority as detailed on http://iepf.gov.in/IEPFA/refund.html.

  3. Upto March 31, 2017, the Company transferred Rs. 22,48,23,214.34 to IEPF, including the following amounts during the year.
  4. Other facilities of interest to shareholders holding shares in physical form:
    • As per Regulation 39(4) read with Schedule VI of the SEBI Listing Regulations, the Company has sent 9915 reminders in February 2013 and 8994 reminders in August 10, 2015 to those shareholders whose certificates have been returned undelivered. These certificates are currently lying with the Registrar and Transfer Agents of the Company. Members, holding Company's shares in physical form, are requested to tally their holding with the certificates in their possession and revert in case of any discrepancy in holdings. In case there is no response after three reminders, the unclaimed shares shall be transferred to one folio in the name of "Unclaimed Suspense Account" and the voting rights on such shares shall remain frozen till the rightful owner claims the shares.
    • Nomination facility: Shareholders, who hold shares in single name or wish to make/change the nomination in respect of their shares as permitted under the Act, may submit in the prescribed form to the Registrars and Transfer Agents.

DISTRIBUTION OF SHAREHOLDING AS AT MARCH 31, 2017

Ordinary Shares
'A' Ordinary Shares

For details on the Shareholding pattern, kindly refer Form MGT-9 appended to the Directors' Report of this Annual Report.

DEMATERIALISATION OF SHARES

The electronic holding of the shares as on March 31, 2017 through NSDL and CDSL are as follows:

OUTSTANDING SECURITIES

Outstanding Depositary Receipts/Warrants or Convertible instruments, conversion/maturity date and likely impact on equity as on March 31, 2017 are as follows:

  • Depositary Receipts: The Company has 10,60,99,256 ADSs listed on the New York Stock Exchange as on March 31, 2017. Each Depository Receipts represents 5 underlying Ordinary Shares of Rs. 2/- each.
  • Senior Unsecured Notes: In October 2014, the Company issued a dual tranche of Senior Unsecured Notes aggregating US$ 750 million, details of which are given herein under:
  • There are no outstanding warrants or any other convertible instruments issued by the Company.
  • The following Non-Convertible Debentures (NCD) are listed on NSE and BSE under Wholesale Debt Market Segment*:

Vistra ITCL (India) Limited (formerly IL&FS Trust Company Limited) situated at the IL&FS Financial Centre, 7th Floor, East Quadrant, Plot C- 22, G Block, Bandra Kurla Complex, Bandra (E), Mumbai 400051, are the debenture trustees for all the aforementioned NCD's issued by the Company,. They may be contacted at Tel.: +91 22 26593612, Fax : + 91 22 2653 3297, Email id: itcl@ilfsindia.com.