Report on Corporate Governance

Green Initiative:

In support of the “Green Initiative” undertaken by the Ministry of Corporate Affairs, the Company had during FY 2018-19 sent various communications by email to those shareholders whose email addresses were registered with the depositories or the Registrar and Transfer Agents.

All agenda papers for the Board and Committee meetings are disseminated electronically on a real-time basis, by uploading them on a secured online application.

In line with the SEBI Listing Regulations, the Company has emailed soft copies of its Annual Report to all those shareholders who have registered their email address for the said purpose. As in the previous year, an Abridged Annual Report for FY 2018-19 is being mailed to shareholders, thereby enabling the Company to reduce costs and save natural resources. A copy of the full Annual Report is made available to any shareholder on request. We would greatly appreciate and encourage more Members to register their email address with their Depository Participant or the Registrar and Transfer Agent of the Company, to receive soft copies of the Annual Report, Postal Ballot Notices and other information disseminated by the Company, on a real-time basis without any delay.

Live webcast of AGM: The Company voluntarily provided live webcast facility of the proceedings of the 73rd AGM held on August 3, 2018 for those shareholders who chose to attend the AGM electronically.

GENERAL INFORMATION FOR MEMBERS

The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L28920MH1945PLC004520.

ANNUAL GENERAL MEETING

FINANCIAL CALENDAR (TENTATIVE)

LISTINGS

The Company’s shares are listed on the BSE Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE). The following are the details of the Company’s shares:

The Company has paid Annual Listing fees for FY 2018-19 to all the Stock Exchanges (both domestic and international) where the Company’s securities are listed.

Attention is also drawn to foreign listing and listing of debt securities of the Company as mentioned under Outstanding Securities below.

MARKET INFORMATION

Market price data - monthly high/low of the closing price and trading volumes on BSE/NSE depicting liquidity of the Company’s Ordinary Shares and ‘A’ Ordinary Shares on the said exchanges is given hereunder:-

The Performance of the Company’s Stock Price vis-à-vis Sensex, Auto Index and American Depository Receipts (ADR):

The monthly high and low of the Company's ADRs is given below:

Each Depositary Receipt represents 5 underlying Ordinary Shares of face value of Rs. 2/- each

REGISTRAR AND TRANSFER AGENTS

For share related matters, Members are requested to correspond with the Company’s Registrar and Transfer Agents – M/s TSR Darashaw Limited quoting their Folio No./DP ID & Client ID at the following addresses:

  1. For transfer lodgement, delivery and correspondence: TSR Darashaw Limited, Unit: Tata Motors Limited, 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E Moses Road, (Nr. Famous Studios) Mahalaxmi, Mumbai – 400011. Tel: 022-6656 8484; Fax: 022- 6656 8494; e-mail : csg-unit@tsrdarashaw.com; website:www.tsrdarashaw.com
  2. For the convenience of investors based in the following cities, transfer documents and letters will also be accepted at the following branches/agencies of TSR Darashaw Limited:
    1. Bangalore: 503, Barton Centre, 5th Floor, 84, Mahatma
      Gandhi Road, Bangalore – 560001.
      Tel: 080 – 25320321, Fax: 080 – 25580019,
      e-mail: tsrdlbang@tsrdarashaw.com
    2. Jamshedpur: Bungalow No.1, "E" Road, Northern Town,
      Bistupur, Jamshedpur – 831001.
      Tel: 0657 – 2426616, Fax: 0657 – 2426937,
      e-mail: tsrdljsr@tsrdarashaw.com
    3. Kolkata: Tata Centre, 1st Floor, 43, Jawaharlal Nehru Road,
      Kolkata – 700071.
      Tel: 033 – 22883087, Fax: 033 – 22883062,
      e-mail: tsrdlcal@tsrdarashaw.com
    4. New Delhi: Plot No.2/42, Sant Vihar, Ansari Road,
      Daryaganj, New Delhi – 110002.
      Tel : 011 – 23271805, Fax : 011 – 23271802,
      e-mail: tsrdldel@tsrdarashaw.com
    5. Ahmedabad: Agent of TSRDL – Shah Consultancy Services Pvt. Limited:
      3-Sumathinath Complex, Pritam Nagar Akhada Road,
      Ellisbridge, Ahmedabad -380006.
      Tel : 079-2657 6038,
      e-mail: shahconsultancy8154@gmail.com

For Fixed Deposits: the investors are requested to correspond with the Registrars to the Fixed Deposits Scheme – TSR Darashaw Limited at the same addresses as mentioned above or send an e-mail at tmlfd@tsrdarashaw.com. Tel : 022-66568484

For Rights Issue related matters: The Company launched a Rights Issue vide Letter of offer dated March 30, 2015 and Members are requested to correspond with Link Intime India Private Limited, the Registrar to the Issue, for addressing any Issue related matter, including all grievances relating to the ASBA process. Contact details: C101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083;

Tel: (91 22) 4918 6000 / 9167779196/97; Fax: (91 22) 4918 6060; Website: www.linkintime.co.in;

Email: tatamotors.rights@linkintime.co.in; Contact Person: Sachin Achar/ Mr Sumeet Deshpande..

SHARE TRANSFER SYSTEM

Effective April 1, 2019, SEBI has amended Regulation 40 of the SEBI Listing Regulations, which deals with transfer, transmission or transposition of securities. According to this amendment, the requests for effecting the transfer of listed securities shall not be processed unless the securities are held in dematerialised form with a Depository. Therefore, for effecting any transfer, the securities shall mandatorily be required to be in demat form.

Shares in physical form, should be lodged with the office of the Company’s Registrar & Share Transfer Agent, TSR Darashaw Consultants Pvt. Limited, Mumbai or at their branch offices or at the registered office of the Company for dematerialisation.

Securities lodged for transfer at the Registrar’s address are normally processed within 15 days from the date of lodgment, if the documents are clear in all respects. All requests for dematerialization of securities are processed and the confirmation is given to the depositories within 15 days. The Executives of the Registrar are empowered to approve transfer of shares and debentures and other investor related matters. Grievances received from investors and other miscellaneous correspondence on change of address, mandates, etc. are processed by the Registrars within 15 days. The following compliances pertain to share transfers, grievances, etc.:

  1. Pursuant to Regulation 7(3) of the SEBI Listing Regulations, certificates are filed with the stock exchanges on half yearly basis by the Compliance Officer and the representative of the Registrar and Share Transfer Agent for maintenance of an appropriate share transfer facility.
  2. Pursuant to Regulation 13(2) of the SEBI Listing Regulations, a statement on the pending investor complaints is filed with the stock exchanges and placed before the Board of Directors on a quarterly basis.
  3. Pursuant to Regulation 39(3) of the SEBI Listing Regulations, information regarding loss of share certificates and issue of the duplicate certificates, are submitted to the stock exchanges within 2 days of the Company receiving the information.
  4. Pursuant to Regulation 40(9) of the SEBI Listing Regulations, the Company obtains a half-yearly certificate from the Practicing Company Secretary certifying that, the RTA has issued all share certificates within 30 days of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies and this certificate is simultaneously filed with the Indian Stock Exchanges pursuant to Regulation 40(10) of the SEBI Listing Regulations.
  5. A Company Secretary-in-Practice carries out a Reconciliation of Share Capital Audit on a quarterly basis to reconcile the total admitted capital with depositories viz National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL).
  6. Pursuant to Regulation 61(4) read together with Regulation 40(9) of the SEBI Listing Regulations, a Certificate by the Company Secretary-in-Practice is filed with the stock exchanges within one month from the end of each half of the financial year, certifying that all certificates are issued within thirty days of the date of lodgement for transfer, subdivision, consolidation, renewal, exchange or endorsement of calls/ allotment monies