Board's Report

As a part of our robust governance mechanism, the Company has dedicated committees and various functional teams to ensure safety and implementation of our safety standards. Safety, Health and Sustainability ('SHS') committee of Board reviews the Company’s safety performance every quarter. Plant level sub-committees for safety are formed, who functionally, report to corporate level sub-committees. The reviews happen at multi levels - factory level by Factory Implementation committee, plant level Apex committee or sub-committee, the SHS council and finally by the SHS committee. For non plant and services areas, focussed monthly reviews happen at regional offices and with Customer Service teams. Similar mechanism is also in place at workshop, warehouses and even at office locations.

Training and awareness across organisation continues to be considered as a key element of Safety Strategy. Aspects such as Safety Management Fundamentals, Incident Investigations, Contractor Safety Management, Actions Employees Can Take ('AECT') etc. are considered in training programmes for key leaders, 500+ internal trainers, new joinees in induction progammes as also refreshers to existing employees.

The Company continued Campaign ‘i-drive safe’ – an initiative on building a safe driving culture amongst its employee and associates and have trained them in Defensive Driving. Road Safety Month campaign was observed in February 2019 with the theme ‘Road Safety is Life Safety’ which included Road Safety Celebrations conducted in all location including all Plants, Offices, Dealerships, Warehouses and Vendors.

SUSTAINABILITY

The manufacturing plants across the Country are certified to ISO 14001:2015 - Environment Management Systems and OHSAS 18001 – Occupational Health & Safety Management System. All 7 plants are certified for Food Safety Management System ISO 22000:2005. The CV manufacturing plants of the Company across India are certified to ISO 50001 - Energy Management System. Guided by its Environmental Policy, Climate Change Policy and Environmental Procurement Policy, the Company is focused on minimising the environmental impact of its products, processes and services throughout the life-cycle. Manufacturing Plants track energy and environmental performance in a periodic and structured manner at Head-Operations level. The Company actively benchmarks its energy and environmental performance between our own Plants as well as peers and adopts best practices across Plant locations for maximum impact. All the Company’s sites have obtained CII-GreenCo Rating, and 2 Plants have achieved Platinum rating in FY 2018-19.

The Company continued to drive a number of initiatives to reduce its environmental footprint in FY 2018-19. Our GreenHouse Gas (GHG) mitigation approach includes driving Energy Conservation in manufacturing operations and generation / procurement of renewable energy. The Company consumed 94.2 million units of renewable electricity in its operations (16.1 % of total power consumption), compared to 99.38 million units in FY 2017- 18 (20.76% of total power consumption). The proportion of renewable power in previous financial year was greater due to allocation of wind power arrears. RE capacity was enhanced by 2MWp Roof-top Solar PV Project at Lucknow and Pimpri Pune Plants and 0.5MW at Chinchwad Pune in FY 2018-19, which will help offset GHG emissions in the FY 2019-20. Taking this further, the Company has signed a Power Purchase Agreement ('PPA') with Tata Power Renewable Energy Ltd. ('TPREL') for setting up an additional 7 MWp capacity of roof and ground mounted solar photovoltaic ('PV') installations across Jamshedpur, Pantnagar and Dharwad Plants.

The Company monitors water sourcing practices at its manufacturing Plants and continued to work on lowering water consumption through water conservation in operations, re-cycling treated effluent for re-use in process and harvesting rainwater. A total of 9,77,656 m3 of water was conserved through these efforts in FY 2018-19, which is 13.8% of total water consumption as compared to 17.3% in FY 2017-18.

Hazardous wastes are disposed in accordance with authorizations issued by the Authorities in the States we operate. These include destruction of hazardous waste at cost by landfilling and incineration at Approved Common Treatment Storage and Disposal Facilities; energy and material recovery from hazardous wastes through co-processing in cement plants; and material conversion through approved re-cyclers for hazardous wastes such as spent thinner, paint sludge and sealant.

The Company commenced an initiative across Plants in FY 2018- 19 called “Value from Hazardous Waste”, aimed at diverting hazardous waste from landfill / incineration at approved sites and instead derive value from the same. This initiative aims to ultimately achieve ‘Zero Waste to Landfill’ status from manufacturing operations. The quantum of hazardous waste diverted from landfill / incineration was higher by 15.5% over FY 2017-18. However, due to higher waste generation on the back of higher volumes, hazardous waste sent for disposal to Common Treatment Storage and Disposal Facilities also increased by 41.2%

The Company has also initiated actions to minimise the consumption of flexible plastic packaging in its operations. While plastic packaging used for dispatch of auto parts between Plants and to Warehouses has been significantly reduced, work is ongoing on plastic packaging used by our Suppliers. This is being done by elimination of plastic packaging where feasible and converting expendable (single-use) plastic packaging to returnable (multipleuse) packaging.

On Sustainability, we continued implementation of sustainable supply chain initiatives during FY 2018-19. 115 suppliers have been trained and provided handholding to improve sustainability performance and assessed towards sustainability expectations. Circular economy, natural capital evaluation of key dependencies, design for environment, biodiversity assessment, life cycle assessment of products, climate adaptation study were some of the other initiatives the Company has taken in sustaining its business and planet

JLR continues to drive health and safety through Destination Zero – A Journey to Zero Harm. The ambition is reflected in the JLR commitment with the key statement being “Our most valuable asset is our people, nothing is more important than their safety and wellbeing. Our co-workers and families rely on this commitment. There can be no compromise”. The concept of Destination Zero Harm enables the consistent message on safety to continue to be highly visible in the business.

The development of focused plans has ensured that each functional area, aligned at Board level, has a specific ‘Destination Zero’ Harm Plan. These have assisted each functional area to tailor their own plan of activities to lead improved safety and wellbeing within their own area of responsibility, sponsored from the most senior level functionally.

To support the wider ambition of zero harm as well as focusing on incidents, JLR also continued to mature the approach to wellbeing activities with a focus on mental health and the continuation of programmes designed to support open discussions on matters of mental health, as well as other support interventions to assist in improved wellbeing, both in mental and physical health.

Performance on Lost Time Injuries ('LTI') remained relatively stable, especially within manufacturing. Many locations within the sites celebrated sustained zero lost time injuries. The performance on safety was assisted in part through various activities taken during the year, such as improving quality of safety behavioural observations, introduction of revised internal audit programme called SHARP, effective implementation of existing safety management programs, safety and wellbeing weeks, robust safety training, leadership training and driving assessments etc

The business has gone through OHSAS 18001 - surveillance visits in 2018-19, within all the UK locations and maintained its accreditation to this standard through a series of external assessments. It has now started the cycle of assessments to migrate to the new International Standard ISO 45001 with accreditation to ISO 45001 expected at the end of the assessment period in 2019-20.

TDCV’s Safety Index continued to improve from 1.24 to 0.52 in FY 2018-19. TDCV has implemented reinforced High-risk Control Program [LockOut Energy Control ('LOEC'), Pedestrian and InPlant Vehicle ('PIV') and Confined Space entry] and operated the standing committee (PIV Committees and LOEC Committee) from 2018. In addition, TDCV has assigned emergency medical technicians ('EMTs') to designated places and conducted training sessions for all the employees to ensure a prompt response to any emergency situations within the company.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (CSR Policy) Rules, 2014 are set out in Annexure - 2 of this Report. The Policy is available on Company’s website at URL: https://investors.tatamotors.com/pdf/csr-policy.pdf.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - 3.

EXTRACT OF ANNUAL RETURN

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is provided in Annexure -4 to this Report and is also available on the Company’s website URL: https://www.tatamotors.com/investors/annual-return/.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Re-appointment

In accordance with provisions of the Act and the Articles of Association of the Company, Mr N Chandrasekaran, Non-Executive Chairman (DIN:00121863) is liable to retire by rotation and is eligible for re-appointment.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and Clause 1.2.5 of the Secretarial Standard are given in the Notice of AGM, forming part of the Annual Report

Independent Directors

In terms of Section 149 of the Act and the SEBI Listing Regulations Mr Nasser Munjee, Mr Vinesh Kumar Jairath, Ms Falguni Nayar, Mr Om Prakash Bhatt and Ms Hanne Sorensen are the Independent Directors of the Company as on date.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Mr Nasser Munjee, Mr Vinesh Kumar Jairath and Ms Falguni Nayar were appointed as Independent Directors at the 69th AGM of the Company held on July 31, 2014 for period of 5 years and are holding office till July 30, 2019. The Board hereby places on record its appreciation for their valuable contribution and guidance during their tenure as Independent Director.