Annexure to Board's Report

  2. Statutory Reports
  3. Annexure to Board's Report

ANNEXURE - 5

SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019

(Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,
The Members,
Tata Motors Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tata Motors Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company, the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2019, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on 31st March, 2019 according to the provisions of:

  1. The Companies Act, 2013 (the Act) and the rules made thereunder;

  2. The Securities Contract (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

  3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

  4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

  5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’)

    1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

    2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

    3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time;

    4. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

    5. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

    6. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regarding the Companies Act and dealing with client;(Not applicable to the Company during the audit period)

    7. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period) and

    8. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to the Company during the audit period)
  6. Other laws applicable specifically to the Company namely:

  1. The Motor Vehicle Act, 1988 and the Rules made thereunder.
    We have also examined compliance with the applicable clauses of the following:

    1. Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings.

    2. The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above. The Securities and Exchange Board of India have vide Order dated March 6, 2018 issued directions for the Company to conduct an internal inquiry within 3 months into the leakage of information relating to its financial results for the quarter ended December 2015, take appropriate actions against those responsible and to submit its report within 7 days thereafter. Accordingly, the Company has on June 12, 2018 submitted its final response to SEBI

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors subject to what is stated above. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice for which necessary consents have been sought at the meeting, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting

Decisions at the Board Meetings were taken unanimously.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the Company had following events which had bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

  1. TML Drivelines Limited, wholly owned subsidiary of the Company merged with the Company vide NCLT Order dated April 5, 2018, the appointed date being April 1, 2017.

  2. The Company redeemed unsecured listed Non-Convertible Debentures aggregating Rs. 1090 crores and Secured listed Non-Convertible Debentures aggregating Rs. 500 Crores during the year and has complied with the applicable laws.

  3. The Company vide tender offer redeemed senior notes aggregating US$ 237,468,000 out of notes aggregating US$ 500,000,000 due in 2020.

  4. The Company at the 73rd Annual General Meeting held on August 3, 2018 approved a scheme for grant of employee stock options, for vesting into not exceeding 1,38,00,000 (One Crore Thirty Eight Lakh) Ordinary Shares of the nominal face value of Rs. 2 (Rupees Two Only) per Ordinary Share to the Eligible Employees of the Company on the terms and conditions stated in the Scheme In terms of the said scheme, the Nomination and Remuneration Committee at its meetings held on September 6, 2018 and March 28, 2019, approved the grant of 49,95,690 and 28,16,737 stock options respectively

  5. The Company has filed a scheme of arrangement for sale of its Defense business to Tata Advanced Systems Limited with NCLT, Mumbai on January 22, 2019 after receipt of necessary stock exchange approvals. NCLT vide its order dated May 6, 2019 have directed the company to convene a shareholders’ meeting

  6. The Company in March 2019 acquired the Non aerospace business from TAL Manufacturing Solutions Limited (TAL) its wholly owned subsidiary and divested its entire holding in TAL to Tata Advanced Systems Limited.

For Parikh & Associates
Company Secretaries

P. N. Parikh
Partner
FCS No: 327 CP No: 1228

Place: Mumbai
Date : May 17, 2019

This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report.

ANNEXURE - A

To,
The Members,
Tata Motors Limited

Our report of even date is to be read along with this letter.

  1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
  2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.
  3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
  4. Where ever required, we have obtained the Management Representation about the Compliance of laws, rules and regulations and happening of events etc
  5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.
  6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Parikh & Associates
Company Secretaries

P. N. Parikh
Partner
FCS No: 327 CP No: 1228

Place: Mumbai
Date : May 17, 2019