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There were 8 pending share transfers pertaining to the Financial Year ended March 31, 2012, which were received in last week of March 2012. Out of the total number of complaints mentioned above, 69 complaints pertained to letters received through Statutory/Regulatory bodies and those related to Court/Consumer forum matters, fraudulent encashment and non-receipt of dividend amounts.

TSR Darashaw Limited (TSRDL), the Company's Registrar and Transfer Agents, are also the Registrar for the Company's Fixed Deposits Scheme (FD). TSRDL is the focal point of contact for investor services in order to address various FD related matters mainly including repayment/revalidation, issue of duplicate FD receipts/warrants, TDS certificates, change in bank details/address and PAN corrections. In view of increase in the correspondence, TSRDL have increased their investor interface strength (telephone and counter departments), and have taken other steps for rendering speedy and satisfactory services to the FD holders.

On recommendations of the Investors' Grievance Committee, the Company has taken various investor friendly initiatives like organising Shareholders' visit to Company Works at Pune, sending reminders to investors who have not claimed their dues, sending nominations forms etc.

On the recommendation of the Investors' Grievance Committee, a survey on Shareholders' satisfaction was conducted in December 2011/January 2012 to assess service quality delivery to its shareholders. 2287 shareholders responded to the survey. Overall the Company was rated high on all aspects with 7 out of 10 investors expressing delightrating a perfect '5' on the 5 point scale across various parameters measured in the survey. Placed below are the graphs depicting satisfaction levels on various parameters of service/quality related to the Investor interface with the Company.

Click on Images to Enlarge   
Extremely Dissatisfied Somewhat Dissatisfied Neither Satisfied/Dissatisfied Somewhat Satisfied Extremely Satisfied
Annual
Reports
Shareholder
Communications
Company's
web-site
Newspapers
and Journals
Annual Report Dividend Share Certificate
on sub-division
Courteousness
of person contacted
Responsiveness
of person contacted
Ability to
solve problem
Complaint
registering
mechanism on
the Company's
website
Reminders
for unclaimed
dividends
Reminders
for registration
of nominee
Capturing of
shareholders
signatures
(1) (2) (3) (4) (5)
(1) (2) (3) (4) (5)
(1) Transfer/De-materialisation of shares (2) Transmission or issue of Duplicate Share Certificates/Revalidation of Dividend Warrants
(3) Change of Address/Mandates/NECS instruction (4) Registration of Nominations (5) Issue of fresh cheque in lieu of lost dividend or interest warrants
(1) Services received from the Company, pertaining to investments
(2) Overall quality of the latest Annual Report
(3) Arrangements made at the General Meeting
(4) Security of investment in the Company's Shares
(5) Investment/Appreciation in the Company's Shares

OTHER COMMITTEES

The Executive Committee of Board reviews capital and revenue budgets, long-term business strategies and plans, the organizational structure of the Company, real estate and investment transactions, allotment of shares and/or debentures, borrowing and other routine matters. The Committee also discusses the matters pertaining to legal cases, acquisitions and divestment, new business forays and donations. During the year under review, three Committee meetings were held on September 8, 2011, January 16, 2012 and March 20, 2012. The Executive Committee of Board comprises three Independent Directors, two Non-Executive Directors and one Executive Director.

The composition of the Executive Committee of Board and attendance at meetings is given hereunder:

Composition   Meetings attended
Ratan N Tata (Chairman)   3
Ravi Kant   3
J J Irani*   -
N N Wadia   2
N Munjee   3
S Bhargava**   1
Carl-Peter Forster***   -
P M Telang#   3
* Ceased to be a Member w.e.f. June 2, 2011
** Appointed as a member w.e.f. January 23, 2012
*** Ceased to be a member w.e.f. September 9, 2011
# Ceased to be a Member w.e.f. June 21, 2012

The Board, at its meeting held on May 29, 2012, appointed Mr Cyrus P Mistry as Member of the Committee.

The Executive Committee of the Board formed a Donations Committee in September 2003 and a Corporate Social Responsibility (CSR) Committee in January 2006, comprising the Managing Director and the Senior Management which meets from time to time to fulfill the community and social responsibilities of its stakeholders.

The Nominations Committee of the Board was constituted with the objective of identifying independent directors to be inducted on the Board and to take steps to refresh the constitution of the Board from time to time. During the year under review, a meeting was held on May 26, 2011 and attended by all the members. The Nominations Committee comprises Mr N N Wadia as the Chairman, Mr Ratan N Tata, Mr Ravi Kant and Mr S M Palia.

The Ethics and Compliance Committee was constituted to formulate policies relating to the implementation of the Tata Code of Conduct for Prevention of Insider Trading (the Code), take on record the monthly reports on dealings in securities by the "Specified Persons" and decide penal action in respect of violations of the applicable regulations/the Code. During the year under review, a meeting of the Committee was held on August 11, 2011. The composition of the Ethics and Compliance Committee and attendance at meetings, is given hereunder:

Composition   Meetings attended
S M Palia (Chairman)   1
Ravi Kant   1
V K Jairath   1
 

Mr C Ramakrishnan, Chief Financial Officer, acts as the Compliance Officer under the said Code. Apart from the above, the Board of Directors also constitutes Committee(s) of Directors with specific terms of reference, as it may deem fit.

Code of Conduct: Whilst the Tata Code of Conduct is applicable to all Whole-time Directors and employees of the Company, the Board has also adopted a Code of Conduct for Non-Executive Directors, both of which are available on the Company's website. All the Board members and senior management of the Company as on March 31, 2012 have affirmed compliance with their respective Codes of Conduct. A Declaration to this effect, duly signed by the Managing Director is annexed hereto.

SUBSIDIARY COMPANIES

The Company does not have any material non-listed Indian subsidiary company and hence, it is not required to have an Independent Director of the Company on the Board of such subsidiary company. The Audit Committee also has a meeting wherein the CEO and CFO of the subsidiary companies make a presentation on significant issues in audit, internal control, risk management, etc. Significant issues pertaining to subsidiary companies are also discussed at Audit Committee meetings of the Company. Apart from disclosures made in the Directors' Report, there were no strategic investments made by the Company's non-listed subsidiaries during the year under review.

The minutes of the subsidiary companies are placed before the Board of Directors of the Company and the attention of the Directors is drawn to significant transactions and arrangements entered into by the subsidiary companies. The performance of its subsidiaries is also reviewed by the Board periodically.

GENERAL BODY MEETINGS
Date   Year   Special Resolutions Passed
August 12, 2011   2010-2011   NIL
September 1, 2010   2009-2010   NIL
August 25, 2009   2008-2009   NIL
Venue : Birla Matushri Sabhagar,19, Sir Vithaldas Thackersey Marg, Mumbai - 400 020
Time : 3:00 p.m.

All resolutions moved at the last Annual General Meeting were passed by a show of hands by the requisite majority of members attending the meeting. None of the items to be transacted at the ensuing meeting is required to be passed by postal ballot.

DISCLOSURES

  • Details of related party transactions entered into by the Company are included in the Notes to Accounts. Material individual transactions with related parties are in the normal course of business on an arm's length basis and do not have potential conflict with the interests of the Company at large. Transactions with related parties entered into by the Company in the normal course of business are placed before the Audit Committee.
  • As at March 31, 2012, deposits held by the Directors of the Company amounted to 52 lacs which were placed at the rate of interest which is as applicable to the public, employees and shareholders as per the terms of the fixed deposit scheme.
  • The Company has complied with various rules and regulations prescribed by stock exchanges, Securities and Exchange Board of India or any other statutory authority relating to the capital markets during the last 3 years. No penalties or strictures have been imposed by them on the Company.
  • In October 2010, the Company raised 3,351.01 crores through Qualified Institutions Placement route (QIP), which had been fully utilized for the purpose specified in the offer document, as on March 31, 2012. Details of this issue and end use were provided to the Audit Committee on a quarterly basis.
  • The Audit Committee and the Board have adopted a Whistle-Blower Policy which provides a formal mechanism for all employees of the Company to approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. The Company affirms that no employee of the Company has been denied access to the Audit Committee.

The status of compliance in respect of non-mandatory requirements of Clause 49 of Listing Agreement is as follows:

Chairman of the Board: The Non-Executive Chairman maintains a separate office, for which the Company does not reimburse expenses.

At its meeting held on July 25, 2006, the Board of Directors has adopted the Revised Guidelines (2006) regarding the retirement age of Directors. In line with best practice to continuously refresh the Board's membership, the Board is encouraged to seek a balance between change and continuity. A tenure of 9 years may be considered a threshold for granting further tenure for independent directors based, inter alia, on the merit and contribution of each Director. The Nomination Committee takes into consideration criteria such as qualifications and expertise whilst recommending induction of non-executive directors on the Board.

Remuneration Committee: Details are given under the heading "Remuneration Committee".

Shareholder Rights: Details are given under the heading "Means of Communications".

Audit Qualifications: During the year under review, there was no audit qualification in the Auditors' Report on the Company's financial statements. The Company continues to adopt best practices to ensure a regime of unqualified financial statements.

Training of Board Members: The Directors interact with the management in a very free and open manner on information that may be required by them. Orientation and factory visits are arranged for new Directors. The Independent Directors are encouraged to attend training programmes that may be of relevance and interest to the Directors in discharging their responsibilities to the Company's stakeholders.

Mechanism for evaluating non-executive Board members: The performance evaluation of non-executive members is done by the Board annually based on criteria of attendance and contributions at Board/Committee Meetings as also for the role played other than at Meetings.

Whistle Blower Mechanism: The Company has adopted a Whistle-Blower Policy. Please refer to 'DISCLOSURES' given above.

MEANS OF COMMUNICATION

The Quarterly, Half Yearly and Annual Results are regularly submitted to the Stock Exchanges in accordance with the Listing Agreement and are generally published in Indian Express, Financial Express and Loksatta (Marathi). The information regarding the performance of the Company is shared with the shareholders every six months through a half yearly communiqué and the Annual Report. The official news releases, including on the quarterly and annual results and presentations made to institutional investors and analysts are also posted on the Company's website www.tatamotors.com.

The 'Investors' section on the Company's website keeps the investors updated on material developments in the Company by providing key and timely information like Financial Results, Annual Reports, Shareholding Pattern, presentations made to Analysts etc. A brief profile of Directors is also on the Company's website. Members also have the facility of raising their queries/complaints on share related matters through a facility provided on the Company's website.

The Annual Report, Quarterly Results, Shareholding Pattern of the Company are posted through Corporate Filing and Dissemination System (CFDS), a portal to view information filed by listed companies. Also, Corporate Governance Report and Shareholding Pattern of the Company are filed with National Stock Exchange of India Limited through NSE Electronic Application Processing System (NEAPS). Hard copies of the said disclosures and correspondence are also filed with the Stock Exchanges.

Green Initiative:

In support of the "Green Initiative" undertaken by Ministry of Corporate Affairs, the Company had during the year 2010-11 sent various communications including the Annual Report, intimation of dividend, Shareholders' Satisfaction Survey Form and Half Yearly Communiqué by email to those shareholders whose email addresses were made available to the depositories or the Registrar and Transfer Agents. Physical copies were sent to only those shareholders whose email addresses were not available and for the bounced email cases.

However, in view of the recently amended Listing Agreement with the Stock exchanges, companies can send soft copies of the Annual Reports to all those shareholders who have registered their email address for the said purpose. However, the Company has not made much progress as not many shareholders have opted for this mode of communication.

As a responsible citizen, your Company strongly urges you to support the Green Initiative by giving positive consent by registering/updating your email addresses with the Depositories Participants or the Registrar and Transfer Agents for receiving soft copies of various communications including the Annual Reports.

GENERAL INFORMATION FOR MEMBERS

The Company is registered with the Registrar of Companies, Mumbai, Maharashtra. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L28920MH1945PLC004520.

Annual General Meeting
Date and Time   Friday, August 10, 2012 at 3:00 p.m.
Venue   Birla Matushri Sabhagar, 19,
Sir Vithaldas Thackersey Marg,
Mumbai 400 020
Date of Book Closure   Friday, July 20 to Friday, August 10, 2012 (both days inclusive)
Dividend Payment Date   August 14, 2012. The Dividend warrants will be posted/dividend amount will be remitted into the shareholders account on or after August 14, 2012
Financial Calendar (Tentative)
Financial Year   ending March 31
Results for the Quarter ending
June 30, 2012   On or before August 14, 2012
September 30, 2012   On or before November 14, 2012
December 31, 2012   On or before February 14, 2013
March 31, 2013   On or before May 30, 2013
 
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