• Notice
Notice
 

NOTICE IS HEREBY GIVEN THAT THE SIXTY-EIGHTH ANNUAL GENERAL MEETING OF TATA MOTORS LIMITED will be held on Wednesday, August 21, 2013 at 3:00 p.m., at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai 400 020 to transact the following business:

Ordinary Business

  1. To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended March 31, 2013 and the Balance Sheet as at that date together with the Reports of the Directors and the Auditors thereon.
  2. To declare a dividend on Ordinary Shares and 'A' Ordinary Shares.
  3. To appoint a Director in place of Mr Nusli N Wadia, who retires by rotation and is eligible for re-appointment.
  4. To appoint a Director in place of Dr Raghunath A Mashelkar, who retires by rotation and is eligible for re-appointment.
  5. To appoint Auditors and fix their remuneration.

Special Business

  1. Appointment of Ms Falguni S Nayar as a Director

    To consider and, if thought fit, to pass with or without modification, if any, the following resolution as an Ordinary Resolution:-

    "RESOLVED that Ms Falguni S Nayar who was appointed by the Board of Directors as an Additional Director of the Company on May 29, 2013 and who holds office upto the date of this Annual General Meeting of the Company, in terms of Section 260 of the Companies Act, 1956 ("the Act"), but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 257 of the Act proposing her candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company."

  2. Appointment of Mr Karl J Slym as a Director

    To consider and, if thought fit, to pass with or without modification, if any, the following resolution as an Ordinary Resolution:-

    "RESOLVED that Mr Karl J Slym, who was appointed by the Board of Directors as an Additional Director of the Company with effect from September 13, 2012 and who holds office upto the date of this Annual General Meeting of the Company, in terms of Section 260 of the Companies Act, 1956 ("the Act"), but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 257 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company."

  3. Appointment of Mr Karl J Slym as the Managing Director

    To consider and, if thought fit, to pass with or without modification, if any, the following resolution as an Ordinary Resolution:-

    "RESOLVED that pursuant to the provisions of Sections 198, 269, 309, and other applicable provisions, if any, of the Companies Act, 1956 ("the Act"), as amended or re-enacted from time to time, read with Schedule XIII of the Act and subject to the approval of the Central Government, the Company hereby approves of the appointment and terms of remuneration of Mr Karl J Slym as the Managing Director of the Company for the a period of 5 years with effect from September 13, 2012, upon the terms and conditions, including the remuneration to be paid in the event of inadequacy of profits in any financial year as set out in the Explanatory Statement annexed to the Notice convening this meeting, with liberty to the Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Directors and Mr Slym."

    "RESOLVED FURTHER that the Board of Directors or a Committee thereof of the Company, be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution."

  4. Commission to non Whole-time Directors

    To consider and, if thought fit, to pass with or without modification, if any, the following resolution as a Special Resolution:-

    "RESOLVED that pursuant to the provisions of Section 309 and other applicable provisions, if any, of the Companies Act, 1956 ("the Act"), (including any statutory modification or re-enactment thereof for the time being in force) a sum not exceeding one percent per annum of the net profits of the Company calculated in accordance with the provisions of Sections 198, 349 and 350 of the Act, be paid to and distributed amongst the non whole-time Directors of the Company or some or any of them in such amounts or proportions and in such manner and in all respects as may be decided and directed by the Board of Directors and such payments shall be made in respect of the profits of the Company for each year, for a period of five financial years commencing from April 1, 2013."

  5. Increase in the limit for holding by registered Foreign Institutional Investors (FIIs) for 'A' Ordinary Shares

    To consider and, if thought fit, to pass with or without modification, if any, the following resolution as a Special Resolution:-

    "RESOLVED that in partial modification to the resolution passed by the Shareholders vide postal ballot dated January 22, 2004 and pursuant to the applicable provisions of Foreign Exchange Management Act, 1999, the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended from time to time and all other applicable rules, regulations, guidelines and laws (including any statutory modifications or re-enactment thereof, from time to time) and subject to all applicable approvals, permissions and sanctions and subject to such conditions as may be prescribed by any of the concerned authorities while granting such approvals, permissions and sanctio ns, which may be agreed to by the Board of Directors of the Company (the 'Board', which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this Resolution), consent to the Company be and is hereby accorded to the Board to permit Foreign Institutional Investors ("FIIs") registered with the Securities and Exchange Board of India ("SEBI") to acquire and hold, on their own account and/or on behalf of the their SEBI approved sub-accounts under the Portfolio Investment Scheme (PIS), 'A' Ordinary Shares (AOS) of the Company, upto 75% of the paid-up AOS Capital of the Company and that FIIs continue to be permitted to acquire and hold on their account and/or on behalf of their sub-accounts under the PIS, Ordinary Shares (OS) of the Company upto 35% of the total paid-up Ordinary Share Capital of the Company; provided however that the shareholdings of each FIIs on its own account and on behalf of each of the SEBI approved sub-accounts in the Company shall not exceed such limits as may be permitted by applicable law and approved by the Board."

    "RESOLVED FURTHER that the Board be and is hereby authorized to do all such acts, deeds and things and execute all documents or writings as may be necessary, proper or expedient for the purpose of giving effect to this Resolution and for any matter connected therewith or incidental thereto and delegating all or any of the powers conferred herein to any Committee, Directors or Officers of the Company."

    "RESOLVED FURTHER that the Board be and is hereby authorized to settle all questions, diffculties or doubts that may arise in relation to the above matter without being required to seek any further consent or approval of the Members or otherwise and the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution."

By Order of the Board of Directors
H K SETHNA
Company Secretary

Mumbai, May 29, 2013
Registered Office:
Bombay House, 24, Homi Mody Street, Mumbai 400 001

NOTES:

  1. The relative Explanatory Statement pursuant to Section 173 of the Companies Act, 1956 in respect of the business under Item Nos. 6 to 10 set out above and details as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges in respect of Directors seeking appointment/reappointment at this Annual General Meeting are annexed hereto.
  2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. The instrument appointing Proxy as per the format included in the Annual Report should be returned to the Registered Office of the Company not less than FORTY-EIGHT HOURS before the time for holding the Meeting. Proxies submitted on behalf of limited companies, societies, partnership firms, etc. must be supported by appropriate resolution/authority, as applicable, issued by the member organization.
  3. Corporate Members intending to send their authorised representatives to attend the meeting are requested to send to the Company, a certified copy of the Board Resolution authorising their representative to attend and vote in their behalf at the Meeting.
  4. Only registered Members (including the holders of 'A' Ordinary Shares) of the Company may attend and vote at the Annual General Meeting. The holders of the American Depositary Receipts (the 'ADRs') and Global Depositary Receipts (the 'GDRs') of the Company shall not be entitled to attend the said Annual General Meeting. However, the ADR holders are entitled to give instructions for exercise of voting rights at the said meeting through the Depositary, to give or withhold such consents, to receive such notice or to otherwise take action to exercise their rights with respect to such underlying shares represented by each such American Depositary Share. A brief statement as to the manner in which such voting instructions may be given is being sent to the ADR holders by the Depositary.

    In respect of 'A' Ordinary Shares, if any resolution at the meeting is put to vote by a show of hands, each 'A' Ordinary Shareholder shall be entitled to one vote, i.e., the same number of votes as available to holders of Ordinary Shares. If any resolution at the meeting is put to vote on a poll, or if any resolution is put to vote by postal ballot, each 'A' Ordinary Shareholder shall be entitled to one vote for every ten 'A' Ordinary Shares held.

  5. In case of joint holder attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
  6. The Register of Members and Transfer Books of the Company will be closed from Thursday, August 1, 2013 to Wednesday, August 21, 2013, both days inclusive. If the dividend as recommended by the Board of Directors is approved at the Annual General Meeting, payment of such dividend will be made on or after August 23, 2013 as under:
    1. To all Beneficial Owners in respect of shares held in electronic form, as per the data made available by the National Securities Depository Limited and the Central Depository Services (India) Limited, as of the close of business hours on July 31, 2013.
    2. To all Members in respect of shares held in physical form, after giving effect to valid transfers in respect of transfer requests lodged with the Company on or before the close of business hours on July 31, 2013.
    3. The 'A' Ordinary Shareholders will receive dividend for any financial year at five percentage points more than the aggregate rate of dividend declared on Ordinary Shares for that financial year.
  7. Members whose e-mail id is not registered with the Company, have been sent a copy of this notice alongwith the abridged annual report at their registered address. Soft copies of the full annual report have been sent to the members who have registered their email ids for the said purpose. A hard copy of the full annual report will be provided to any member requesting for the same.
  8. Securities and Exchange Board of India (SEBI) has mandated all listed companies to update bank details of their shareholders to enable usage of the electronic mode of remittance such as ECS [LECS (Local ECS) / RECS (Regional ECS) / NECS (National ECS)], NEFT for distributing dividends and other cash benefits to its shareholders. Further in cases where either the bank details such as MICR (Magnetic Ink Character Recognition), IFSC (Indian Financial System Code), etc. that are required for making electronic payment are not available or the electronic payment instructions have failed or have been rejected by the bank, the companies may use physical payment instruments for making cash payments to their investors. Companies shall mandatorily print the bank account details of the investors on such payment instruments.

    Payment of dividend and other cash benefits through electronic mode has many advantages like prompt credit, elimination of fraudulent encashment, delay in transit. We request you to spare a few minutes of your valuable time in updating your bank details as under:

    • In case your holding is in dematerialized form, please instruct your Depository Participant to update your bank details in your demat account.
    • In case your holding is in physical form, please inform the Company's Registrars and Transfer Agents alongwith a photocopy of a blank cancelled cheque of your bank account.

    In case you do not avail of the said electronic mode for payments, the Company will print the bank details provided by you on the payment instrument.

  9. SEBI has mandated the submission of Permanent Account Number (PAN) for participating in the securities market, deletion of name of deceased holder, transmission/transposition of shares. Members are requested to submit the PAN details to their Depository Participant in case of holdings in dematerialised form or to the Company's Registrars and Transfer Agents, in case of holdings in physical form, mentioning your correct reference folio number.
  10. Members holding shares in dematerialised mode are requested to intimate all changes pertaining to their bank details, NECS, mandates, nominations, power of attorney, change of address/name, PAN details, etc. to their Depository Participant only and not to the Company's Registrars and Transfer Agents. Changes intimated to the Depository Participant will then be automatically reflected in the Company's records which will help the Company and its Registrars and Transfer Agents to provide efficient and better service to the Members.
  11. Members' attention is particularly drawn to the "Corporate Governance" section in respect of unclaimed and unpaid dividends.
  12. Members desiring any information as regards the Accounts are requested to write to the Company at an early date so as to enable the Management to keep the information ready at the Meeting.
  13. As an austerity measure, copies of the Annual Report will not be distributed at the Annual General Meeting. Members are requested to bring their attendance slip alongwith a copy of Annual Report to the Meeting.
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