Notice

  2. Notice
  1. Route of Scheme implementation:

    The Scheme shall be implemented and administered directly by the Company.

  2. Source of Shares:

    The Scheme contemplates issue of new Ordinary Shares by the Company.

  3. The amount of loan provided for implementation of the Scheme by the Company to the Trust, its tenure, utilisation, repayment terms, etc.:

    Not applicable. Company would not provide any loan for implementation of the Scheme.

  4. Maximum percentage of Secondary Acquisition (subject to limits specified under the Regulations) that can be made by the Trust for the purchase under the scheme:

    This is not applicable under the present Scheme

  5. Accounting and Disclosure Policies:

    The Company shall follow Ind AS 102 ‘Employee Share-based Payments’, the Guidance Note on Accounting for Employee Share based Payments, as applicable, and/or any relevant Accounting Standards/Guidance Note as may be prescribed by the Institute of Chartered Accountants of India from time to time, including the disclosure requirements prescribed therein.

  6. Method of Valuation:

    The Company will determine the fair value of the options using the Black-Scholes model when the same are issued to the employees. The fair value will be recognized as employee costs over the vesting period, with a corresponding increase in equity.

  7. The following statement, if applicable:

    In case the Company opts for expensing of share based employee benefits using the intrinsic value, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value, shall be disclosed in the Board’s Report and the impact of this difference on profits and on earnings per share (‘EPS’) of the Company shall also be disclosed in the Board’s Report.

    The said Statement is not applicable to the Company since the Company is opting for the Fair Value Method.

    Regulation 6(1) of SBEB Regulations and Rule 12(1) of the Companies (Share Capital and Debentures) Rules, 2014 requires that every employee stock option scheme shall be approved by the members of the Company by passing a special resolution in a general meeting. Further, as the Scheme would entail further issue of shares, consent of the members is required by way of a special resolution pursuant to Section 62(1)(b) of the Act.

    Issue of the said Ordinary Shares would be well within the Authorised Share Capital of the Company.

    The Board recommends the special resolution set out at Item No. 7 of the Notice for approval by the members.

    None of the Directors of the Company or their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 7 of the Notice. Key Managerial Personnel of the Company or their relatives may be deemed concerned or interested, financially or otherwise, in the said resolution only to the extent of any stock options that may be granted to them and the resultant Ordinary Shares issued, as applicable.

    8.   By Order of the Board of Directors
      H K SETHNA
    Mumbai Company Secretary
    May 23, 2018 FCS No.: 3507

    Registered Office:
    Bombay House, 24, Homi Mody Street, Mumbai 400 001
    Tel: +91 22 6665 8282; Fax: +91 22 6665 7799
    Email: [email protected]; Website: www.tatamotors.com
    CIN - L28920MH1945PLC004520