- ONE WAY WEBCAST FACILITY:
The members are requested to note that, pursuant to Regulation 44(6) of the SEBI Listing Regulations, the Company is providing a one way live webcast facility of the proceedings of the AGM for the convenience of those members who are unable to attend the AGM due to locational constraints. The members will be able to view the proceedings on NSDL’s e-voting website www.evoting.nsdl.com. Members on the day of the AGM may login through their user ID and password on to the e-voting website. The link will be available in member login where the EVEN of Company will be displayed. On clicking this link, the member will be able to view the webcasting of the AGM proceedings. The webcast facility will be available on July 30, 2019 from 3:00 p.m. onwards till the conclusion of the meeting.
EXPLANATORY STATEMENT
The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ('the Act'), given hereunder sets out all material facts relating to the special business mentioned at Item Nos. 4 to 7 of the accompanying Notice dated June 26, 2019.
Item No. 4
Based on recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Ms Vedika Bhandarkar (DIN:00033808) as Additional Director of the Company and also Independent Director, not liable to retire by rotation, for a term of five years i.e. from June 26, 2019 up to June 25, 2024 subject to approval of the Members.
Pursuant to the provisions of Section 161(1) of the Act and Article 132 of the Articles of Association of the Company, Ms Bhandarkar shall hold office up to the date of this Annual General Meeting ('AGM') and is eligible to be appointed as a Director. The Company has, in terms of Section 160(1) of the Act, received in writing a notice from Member, proposing her candidature for the office of Director. The profile and specific areas of expertise of Ms Bhandarkar are provided as Annexure to this Notice.
Ms Bhandarkar has given her declaration to the Board that she meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') and is eligible to be appointed as a Director in terms of Section 164 of the Act. She has also given her consent to act as a Director.
In the opinion of the Board, Ms Bhandarkar is a person of integrity, possesses the relevant expertise / experience and fulfills the conditions specified in the Act and the SEBI Listing Regulations for appointment as an Independent Director and she is independent of the management.
Given her experience and the Company’s adherence to policy on Board Diversity, the Board considers it desirable and in the interest of the Company to have Ms Bhandarkar on the Board of the Company and accordingly the Board recommends the appointment of Ms Bhandarkar as an Independent Director as proposed in the resolution set out at Item No. 4 for approval by the members.
The terms and conditions of appointment of the Independent Director shall be open for inspection by the members at the Registered Office of the Company on all working days, between Monday to Friday except public holidays, between 10:00 a.m. (IST) to 1:00 p.m. (IST) up to the date of the meeting and also at the venue during the meeting.
Except for Ms Bhandarkar and/or her relatives, no other Director, Key Managerial Personnel or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.
Item No. 5
The members had, at the AGM held on August 21, 2013 approved, under the provisions of Section 309 and other applicable provisions of the Companies Act, 1956, payment of remuneration by way of commission to Non-Executive Directors of the Company, of a sum not exceeding 1% per annum of the net profits of the Company, calculated in accordance with the provisions of the Companies Act, 1956, for a period of five years commencing April 1, 2013. However, taking into consideration the financial performance and the profitability, no commission was paid to the Non-Executive Directors for financial years 2013-14 and onwards.
With the enhanced Corporate Governance requirements under the Act and the SEBI Listing Regulations coupled with the size, complexity and global operations of the Tata Motors Group, the role and responsibilities of the Board, particularly Independent Directors has become more onerous, requiring greater time commitments, attention and a higher level of oversight. In view of the above, the NRC and the Board of Directors at their respective meetings held on May 20, 2019 recommended and approved payment of commission not exceeding 1% of the net profits of the Company for Financial Year 2018-19 and onwards, in terms of Section 197 of the Act, computed in accordance with the provisions of Section 198 of the Act or such other percentage as may be specified from time to time. Regulation 17(6) of the SEBI Listing Regulations authorises the Board of Directors to recommend all fees and compensation, if any, paid to Non-Executive Directors, including Independent Directors and the same would require approval of members in general meeting. This commission will be distributed amongst all or some of the Non-Executive Directors, taking into consideration parameters such as attendance at Board and Committee meetings, contribution at or other than at meetings, etc. in accordance with the directions given by the Board as prescribed under the Remuneration Policy of the Company.
The above commission shall be in addition to fees payable to the Director(s) for attending meetings of the Board/Committees or for any other purpose whatsoever as may be decided by the Board and reimbursement of expenses for participation in the Board and other meetings.
The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the members.
Accordingly, members’ approval is sought by way of an Ordinary Resolution for payment of commission to the Non-Executive Directors as set out in the said resolution.
None of the Directors, Key Managerial Personnel or their respective relatives, are concerned or interested in the Resolution mentioned at Item No. 5 of the Notice, except the Independent Directors, to the extent of the commission that may be received by them, including for Financial Year 2018-19.
Item No. 6
In line with its global aspirations, the Company has undertaken / would undertake projects/establishments in and outside India for setting up manufacturing facilities, showrooms, service centers and offices, as branch offices of the Company. Whilst generally and to the extent possible, the Company would appoint its auditors for the said branch offices, in some cases/jurisdictions it may not be possible/practical to appoint them and the Company would be required to appoint an accountant or any other person duly qualified to act as an auditor of the accounts of the said branch offices in accordance with the laws of that country. To enable the Board to appoint Branch Auditors for the purpose of auditing the accounts of the Company’s Branch Offices outside India (whether now existing or as may be established), necessary authorisation of the members is being obtained in accordance with the provisions of Section 143 of the Act, in terms of the Resolution set out at Item No.6 of the Notice.
The Board recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval by the members.
None of the Directors, Key Managerial Personnel or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.
Item No. 7
Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to have the audit of its cost records for specified products conducted by a Cost Accountant. Based on the recommendation of the Audit Committee, the Board had on May 20, 2019, approved the appointment and remuneration of M/s Mani & Co., Cost Auditors (Firm Registration No. 000004) to conduct the audit of the Cost records maintained by the Company, pertaining to the relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014, for the financial year ending March 31, 2020 at a remuneration of Rs.5,00,000/- (Rupees Five Lakhs Only).
It may be noted that the records of the activities under Cost Audit is no longer prescribed for 'Motor Vehicles and certain parts and accessories thereof'. However, based on the recommendations of the Audit Committee, the Board has also approved the appointment of M/s Mani & Co. for submission of reports to the Company on cost records pertaining to these activities for a remuneration of Rs.20,00,000/- (Rupees Twenty Lakhs Only) for the said financial year.
In accordance with the provisions of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, ratification for the remuneration payable to the Cost Auditors to audit the cost records of the Company for the said financial year by way of an Ordinary Resolution is being sought from the members as set out at Item No. 7 of the Notice.
M/s Mani & Co. have furnished a certificate dated April 30, 2019 regarding their eligibility for appointment as Cost Auditors of the Company.
The Board recommends the Ordinary Resolution set out at Item No. 7 of the Notice for approval by the members.
None of the Directors, Key Managerial Personnel or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.
| By Order of the Board of Directors | |
| Hoshang K Sethna | |
| Company Secretary | |
| Mumbai, June 26, 2019 | FCS No: 3507 |
Registered Office:
Bombay House, 24, Homi Mody Street, Mumbai 400 001
Tel: +91 22 6665 8282;
Email: [email protected]; Website: www.tatamotors.com
CIN - L28920MH1945PLC004520