Organisation Structure Of Tata Motors 43682

MOTORS Sixty-first annual report 2005-06 Tata Motors Limited

REPORT ON CORPORATE GOVERNANCE COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE As part of the Tata group, the Company’s philosophy on Corporate Governance is founded upon a rich legacy of fair, ethical and transparent governance practices, many of which were in place even before they were mandated by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. The Board, being elected by the shareholders is their representative and a bridge between them and the executive management. Since shareholders are residual claimants, the value creation and sustainability of all the other stakeholders viz. customers, creditors, employees, vendors, community and the State are of paramount significance to the Company and its shareholders. The Board would therefore have a fiduciary relationship and a corresponding duty to all its stakeholders to ensure that their rights are protected. Through the Governance mechanism in the Company, the Board alongwith its Committees endeavours to strike the right balance with its various stakeholders. The Corporate Governance philosophy has been further strengthened with the implementation, a few years ago, by the Company of the Tata Business Excellence Model and the Tata Code of Conduct applicable to the Company, its directors and employees. The Company is in full compliance with the requirements of Corporate Governance under the revised Clause 49 of the Listing Agreement with the Indian Stock Exchanges. With the listing of the Company’s Depositary Programme on the New York Stock Exchange, the Company is also compliant with US regulations, as applicable to Foreign Private Issuers (non-US listed companies) which cast upon the Board of Directors and the Audit Committee, onerous responsibilities to improve the operating efficiencies. Risk management and internal control functions are being geared up to meet the progressive governance standards. BOARD OF DIRECTORS The Board of Directors alongwith its Committees provides leadership and guidance to the Company’s management and directs, supervises and controls the performance of the Company. The composition of the Board of Directors is governed by the Companies Act, 1956 (the Act), the listing agreement with the Indian Stock Exchanges where the shares of the Company are listed and the Articles of Association of the Company. The Board of Directors has an optimum combination of Executive and Non-Executive Directors and presently comprises of twelve Directors (exclusive of one alternate director), out of which ten are Non-Executive Directors. The Company has a Non-Executive Chairman and the four Independent Directors, comprise more than one third of the total strength of the Board. The Board also includes a Managing Director and an Executive Director. The Managing Director is responsible for the conduct of the business as also the day-to-day affairs of the Company. The Executive Director is in-charge of the Finance and Corporate Affairs’ functions of the Company. The role of the Chairman and the Managing Director (CEO) are distinct and separate. None of the Directors on the Company’s Board is a Member of more than ten Committees and Chairman of more than five Committees(Committees being, Audit Committee and Investors’ Grievance Committee) across all the companies in which he is a Director. All the Directors have made necessary disclosures regarding Committee positions held by them in other companies. Also, none of the Directors on the Board hold the office of Director in more than 15 companies. The required information as enumerated in Annexure IA to Clause 49 of the Listing Agreement is made available to the Board of Directors for discussions and consideration at Board Meetings. The Board also reviews the declaration made by the Managing Director and the Executive Director regarding compliance with all applicable laws on a quarterly basis, as also the Board Minutes of all its subsidiary companies. During the year under review, eight Board Meetings were held on April 4, 2005, May 17, 2005, June 6, 2005, July 29, 2005, October 6, 2005, October 25, 2005, February 9, 2006 and March 31, 2006. The maximum time-gap between any 2 consecutive meetings did not exceed 4 months. The composition of the Board, attendance at Board Meetings (BM) held during the Financial Year under review and at the last Annual General Meeting (AGM), number of directorships, hips/chairmanships in public companies (including the Company) and their shareholding in the Company, are as follows: 34

FY 2005-06 As on March 31, 2006 Attendance at Committee positions# No. of Last Directorships Member Chairman BM AGM @

Name of the Director

Category

Ratan N Tata

Non-Executive Chairman, Promoter

8

Yes

N A Soonawala

Non-Executive, Promoter

8

Yes

J J Irani

Non-Executive, Promoter

8

Yes

J K Setna

Non-Executive, Independent

8

Yes

5

14

Shareholding in the Company

-

-

53,288

7

-

3

-

12

3

-

1,850

4

-

5,033

V R Mehta

Non-Executive, Independent

7

Yes

6

2

2

9,332

R Gopalakrishnan

Non-Executive, Promoter

8

Yes

12

4

-

3,750

N N Wadia

Non-Executive, Independent

5

No

10

-

-

-

Helmut Petri

Non-Executive, Non - Independent

2

No

2

-

-

-

S A Naik

Non-Executive, Independent

8

Yes

2

1

1

1,310

Ravi Kant

Managing Director

8

Yes

5

1

-

-

Praveen P Kadle

Executive Director

8

Yes

8

6

1

1,227

Dr V Sumantran

Executive Director

4

Yes

-

-

-

Nil

Peter K M Fietzek - Alternate to H Petri

Non-Executive, Non - Independent

1

No

1

-

-

-

@ excludes Directorships in private and foreign companies upto August 24, 2005. Member does not include Chairman DaimlerChrysler AG, Representative is considered non independent Tata Steel Representative # includes Audit and Investors’ Grievance Committees of public limited companies

•

Mr J K Setna and Mr H Petri are liable to retire by rotation but have expressed their desire not to seek re-election.

•

Mr V R Mehta has been on the Board of the Company as a Representative of Unit Trust of India since June 2, 1998. Consequent upon the withdrawal of his nomination by the said Institution, the Board at its meeting held on October 25, 2005 appointed Mr Mehta as an Additional Director.

•

Mr S M Palia was appointed as an Additional Director of the Company at the Board Meeting held on May 19, 2006. The Company has received notices in writing from under Section 257 of the Act, proposing their candidature for the office of Directors of the Company.

•

Mr Ravi Kant, who was previously appointed as Executive Director (Commercial Vehicle Business Unit) was appointed as the Managing Director of the Company w.e.f. July 29, 2005 upto June 1, 2009, on revised of remuneration. Mr P P Kadle was appointed as an Executive Director of the Company for a period of 5 years, effective October 31, 2001. The Remuneration Committee and the Board of Directors at their meetings held on May 19, 2006, approved the revised of remuneration of Mr Ravi Kant, Managing Director, for the tenure commencing July 29, 2005 to June 1, 2009 and also the re-appointment of Mr P P Kadle, Executive Director, on the revised for a period of 5 years w.e.f. July 11, 2006. Dr V Sumantran, Executive Director (PCBU & ERC) resigned w.e.f. August 16, 2005.

Attention of the is invited to the relevant items in the Notice of the Annual General Meeting for seeking their approval for the aforesaid appointments. The information as required under Clause 49 (IV)(G) of the Listing Agreement is annexed to the Notice of the AGM. Code of Conduct: Whilst the Tata Code of Conduct is applicable to all Whole-time Directors and employees of the Company, during the year, the Board adopted a Code of Conduct for Non-Executive Directors, both of which are available on the Company’s web-site. All the Board and senior management of the Company have affirmed compliance with their respective Codes of Conduct for the Financial Year ended March 31, 2006. A Declaration to this effect, duly signed by the Managing Director (CEO) is annexed hereto. 35

MOTORS Sixty-first annual report 2005-06 Tata Motors Limited

COMMITTEES Shareholders

To focus effectively on the issues and ensure expedient resolution of the diverse matters, the Board has constituted a set of Committees with specific of reference/scope. The Committees operate as empowered agents of the Board as per their Charter/ of reference. They ask for the inputs and details required for their decisions, from the executive management. Targets set by them as agreed with the management are reviewed periodically and mid-course corrections are also carried out. The minutes of the meetings of all Committees of the Board are placed before the Board for discussions/ noting. The relationship between the Board, the Committees and the senior management functions is illustrated herein:

Board of Directors

Audit Committee Managing Director Remuneration Committee Executive Director Management Committee

Operations Committee

CVBU

Investors' Grievance Committee

Finance

PCBU

Ethics & Compliance Committee

Corp. HR

ERC

Secretarial

Chief Ethics Councilor

Finance Committee of Directors Internal Audit

Committee of the Board

Legal Special need based Committees

AUDIT COMMITTEE The Audit Directors comprises of three independent Directors, all of whom are financially literate and have relevant finance and /or audit exposure. Mr J K Setna is the financial expert. The quorum of the Committee is two or one-third of its , whichever is higher. During the period under review, nine Audit Committee meetings were held on May 16, 2005, June 3, 2005, July 29, 2005, October 6, 2005, October 24, 2005, November 24, 2005, January 30, 2006, February 8, 2006 and March 31, 2006. The composition of the Audit Committee and attendance at its meetings is as follows: Composition Number of meetings attended

V R Mehta (Chairman)

J K Setna

S A Naik

8

7

9

The Chairman of the Audit Committee also attended the last Annual General Meeting of the Company. The Committee meetings are held at the Company’s Corporate Headquarters or at its plant locations and are usually attended by the Managing Director, Executive Director(s), the Chief Internal Auditor, the Statutory Auditor and the Cost Auditor. The Business and Operation Heads are invited to the meetings, as required. The Company Secretary acts as the Secretary of the Audit Committee. The Internal Audit function headed by the Chief Internal Auditor, reports to the Audit Committee to ensure the independence of operations. The Committee relies on the expertise and knowledge of management, the internal auditors and the Independent Statutory Auditor in carrying out its oversight responsibilities. It also uses external expertise, if required. Management is responsible for the preparation, presentation and integrity of the Company’s financial statements including consolidated statements, ing and financial reporting principles. Management is also responsible for internal control over financial reporting and all procedures are designed to ensure compliance with ing standards, applicable laws and regulations as well as for objectively reviewing and evaluating the adequacy, effectiveness and quality of the Company’s system of internal control. Deloitte Haskins & Sells is the Company’s independent Statutory Auditor. It is responsible for performing an independent audit of the Financial Statements and expressing an opinion on the conformity of those financial statements with ing principles generally accepted in India. The Committee functions according to its Charter that defines its powers, scope and role in accordance with the Act listing requirements and US regulations as applicable to the Company. The current Charter was last amended and approved by the Board on October 14, 2005 and the full Charter is available on the Company’s website. The scope of the Audit Committee as outlined in the Charter includes: 36

a. Reviewing the quarterly financial statements before submission to the Board, focusing primarily on: Any changes in ing policies and practices and reasons for the change; Major ing entries involving estimates based on exercise of judgment by Management; Qualifications in draft audit report; Significant adjustments arising out of audit; The going concern assumption; Compliance with ing standards; Analysis of the effects of alternative GAAP methods on the financial statements; Compliance with listing and other legal requirements concerning financial statements; Any related party transactions ie. transactions of the Company of a material nature with promoters or the management, their subsidiaries or relatives etc. or any related party transaction, that may have a potential conflict with the interests of the Company at large or may not be in the normal course of business; Review the annual Management Discussion and Analysis of financial condition Report, results of Operations Report and the Directors’ Responsibility Statement; Overseeing the Company’s financial reporting process and the disclosure of its financial information, including earnings press release, to ensure that the financial statements are correct, sufficient and credible; Disclosures made under the CEO and CFO certification to the Board and investors. b. Reviewing with the management, external auditor and internal auditor, adequacy of internal control systems and recommending improvements to the management. c. Recommending the appointment / removal of the statutory auditor, fixing audit fees and approving nonaudit, consulting services provided by the firms of statutory auditors to the Company and its subsidiaries; evaluating auditors performance, qualifications and independence. d. Reviewing the adequacy of internal audit function, including the structure of the internal audit department, coverage and frequency of internal audit, appointment, removal, performance and of remuneration of the chief internal auditor. e. Discussing with the internal auditor and senior management significant internal audit findings and follow-up thereon. f. Reviewing the findings of any internal investigation by the internal auditor into matters involving suspected fraud or irregularity or a failure of internal control systems of a material nature and report the matter to the Board. g. Discussing with the external auditor before the audit commences, the nature and scope of audit, as well as conduct post-audit discussions to ascertain any area of concern. h. Reviewing the Company’s financial and risk management policies. i. Reviewing the effectiveness of the system for monitoring compliance with laws and regulations. j. Initiating investigations into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors. k. Reviewing the functioning of the Whistle-Blower mechanism which is an extension of the Tata Code of Conduct. l. Reviewing the financial statements and investments made by subsidiary companies. The Committee has also adopted a policy for [a] Approval of Services to be rendered by the independent statutory auditor of the Company and its subsidiaries, based on an elaborate procedure for ensuring auditor’s independence and objectivity, and [b] Oversight of Audit work for streamlining the audit process across the Company’s subsidiaries. During the year, the Committee considered 179 audit reports covering operational, financial and business risk related areas. The minutes of the Audit Committee meetings form part of Board papers circulated for Board meetings. In addition, the Chairman of the Audit Committee briefs the Board about the significant discussions at Audit Committee meetings. During the fiscal year ended March 31, 2006, the Committee reviewed compliance of its obligations under the Charter and confirmed that it fulfilled its duties and responsibilities.

• • • • • • • • • • • •

REMUNERATION COMMITTEE a. Composition & Role The Remuneration Committee comprises of three Independent (including the Chairman of the Committee) and two Non-Executive Directors. During the year under review, two Remuneration Committee meetings were 37

MOTORS Sixty-first annual report 2005-06 Tata Motors Limited

held on May 17, 2005 and June 6, 2005. The composition of the Remuneration Committee and attendance at its meetings is given hereunder :Composition

N N Wadia (Chairman)

Ratan N Tata

N A Soonawala

V R Mehta

S A Naik

2

2

2

1

2

Number of meetings attended

The Remuneration Committee of the Company is empowered to review the remuneration of the Managing Director and Executive Director(s), retirement benefits to be paid to them under the Retirement Benefit Guidelines framed by the Board and deal with matters pertaining to Employees’ Stock Option Scheme. The Chairman of the Remuneration Committee was not present at the last Annual General Meeting due to some prior urgent commitments. b. Remuneration Policy The remuneration of the Managing and Whole-time director(s) is recommended by the Remuneration Committee based on criteria such as industry benchmarks, the Company’s performance vis-à-vis the industry, responsibilities shouldered, performance/track record, macro economic review on remuneration packages of heads of other organisations and is decided by the Board of Directors. In the last few years, efforts have been made to link the annual variable pay of senior managers with the performance of the Company in general and their individual performance for the relevant year is measured against specific major performance areas which are closely aligned to the Company’s objectives. The Company pays remuneration by way of salary, perquisites and allowances (fixed component), incentive remuneration and/or commission (variable components) to its Whole-time directors. Annual increments are decided by the Remuneration Committee within the salary scale approved by the and are effective from April 1, annually. The remuneration by way of commission to the Non Whole-time directors is decided by the Board of Directors and distributed to them based on their contribution and attendance at the Board and certain Committee meetings as well as time spent on operational matters other than at the meetings. The had, at the Annual General Meeting held on July 21, 2003, approved the payment of remuneration by way of commission to the Non Whole-time 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 Act, for a period of five years commencing April 1, 2003. The commission for the Financial Year 2005-06 is distributed amongst the said Directors in accordance with the directives given by the Board. A sitting fee of Rs.10,000/- for attendance at each meeting of the Board, Audit Committee, Finance Committee and the Committee of Board and Rs.5,000/- for Remuneration Committee, Investors’ Grievance Committee and Ethics & Compliance Committee is paid to its (excluding Executive Directors). The sitting fees paid/ payable to the Non Whole-time directors is excluded whilst calculating the above limits of remuneration in accordance with Section 198 of the Act. The Company also reimburses out-of-pocket expenses to out station Directors attending meetings in Mumbai, as also to other Directors for attending meetings outside Mumbai. c. Directors’ Remuneration The Directors’ remuneration and sitting fees paid/payable in respect of the Financial Year 2005-06, is given below: Non Whole-time Directors: (Rs. in lacs) Name Ratan N Tata N A Soonawala J J Irani J K Setna V R Mehta R Gopalakrishnan N N Wadia Helmut Petri S A Naik Peter K M Fietzek

Commission*

Sitting Fees

40.00 31.45 11.25 12.90 18.85 33.45 15.80 1.60 13.90 0.80

2.00 2.00 1.40 1.60 1.55 2.10 1.50 0.20 2.00 0.10

*payable in FY 06-07

Mr P P Kadle was paid sitting fees of Rs.10,000/- for attending the Board Meeting of erstwhile Tata Finance Limited as a Non-Executive Director during the year prior to its amalgamation with the Company. 38

Managing and Executive Directors: Name Mr Ravi Kant Mr P P Kadle Dr V Sumantran**

(Rs. in lacs)

Salary#

Perquisites & Allowances

Commission*

Incentive Remuneration

Retirement Benefits

32.40 30.00 16.04

18.68 24.94 22.42

110.00 100.00 Nil

Nil Nil Nil

8.75 7.92 3.57

# includes leave encashment; *payable in FY 06-07; **for part of the year

The Company has not issued any stock options to its Directors/employees. d. of appointment and payment of remuneration to Managing and Executive Directors The salient of appointment and payment of remuneration of the Managing and Executive Directors for the Financial Year ended March 31, 2006, are as under:Period of Appointment

Mr Ravi Kant : Commencing from July 29, 2005 to June 1, 2009 Mr P P Kadle : 5 Years effective from July 11, 2006 Dr V Sumantran : Commencing from November 12, 2001 to August 24, 2005

Remuneration Salary Scale

Incentive Remuneration Commission Perquisites and allowances (excluding Company’s contribution to provident, superannuation & gratuity funds and leave encashment.) Minimum remuneration in case of inadequacy of profits during any financial year. Notice period on either side. Severance fees payable by the Company for terminating employment.

Mr Ravi Kant : Upto Rs. 4,00,000/- p.m. (increased to Rs. 5,00,000/- p.m. w.e.f. July 29, 2005) Mr P P Kadle : Upto Rs. 4,00,000/- p.m. Dr V Sumantran : Upto Rs. 4,00,000/- p.m. Upto 200% of salary, to be paid at the discretion of the Board annually At the discretion of the Board annually, within the stipulated limits under the Act Upto 140% of salary

Salary, incentive remuneration, perquisites and allowances as mentioned above but excluding commission Six months Six months’ salary

The attention of the is invited to the Notice of the Annual General Meeting wherein it is proposed to appoint Mr Ravi Kant as the Managing Director and re-appoint Mr P P Kadle as the Executive Director of the Company, on revised of remuneration. INVESTORS’ GRIEVANCE COMMITTEE The Investors’ Grievance Committee comprises of an Independent Director as Chairman, a Non-Executive Director, the Managing Director and the Executive Director. The Investors’ Grievance Committee of the Board is empowered to oversee the redressal of investors’ complaints pertaining to share/debenture transfers, non-receipt of annual reports, interest/dividend payments, issue of duplicate certificates, transmission (with and without legal representation) of shares and debentures and other miscellaneous complaints. On recommendations of the Investors’ Grievance Committee, the Company has taken various investor friendly initiatives like sending of reminders to investors who have not claimed their dues, launching an odd lot scheme, sending nominations forms, launching a shareholders’ discount scheme, arranging factory visits, etc. Critical , complaints and suggestions received from investors are considered appropriately and addressed. During the year under review, two Investors’ Grievance Committee meetings were held on June 30, 2005 and March 17, 2006. The composition of the Investors’ Grievance Committee and attendance at its meetings is given hereunder:Composition Number of meetings attended

S A Naik (Chairman)

R Gopalakrishnan

Ravi Kant

P P Kadle

2

2

2

2

Mr H K Sethna, Company Secretary, who is the Compliance Officer can be ed at : Bombay House, Tel: 6665 8282, 6665 7824 24, Homi Mody Street, Fax : 6665 7260 Mumbai – 400 001 Email : [email protected] 39

MOTORS Sixty-first annual report 2005-06 Tata Motors Limited

Shareholders’ Satisfaction Survey: On the recommendations of the Investors’ Grievance Committee, a survey on Shareholders’ Satisfaction was conducted in November 2005. 3,322 shareholders (1.38% of shareholder base) responded by sending in their duly filled in questionnaires which, when analysed reflected that on an overall basis, 64% of the shareholders were delighted (extremely satisfied) with the services provided by the Company and around 89% of the shareholders expressed a view that the services rendered by the Company were very good/excellent. Whilst a summary of the satisfaction levels for different services rendered is given below, the detailed presentation of the survey conducted is given in the ‘Investors Section’ on the Company’s website:Delighted Overall satisfaction Information available Quality of Annual Report Content of Annual Report Timely receipt of Annual Report Return on investment Security of investment Interaction with Company/Registrar’s personnel vis-à-vis responsiveness/courtesy and problem solving ability Services for holdings in physical form - Change of address/mandates - Registration of nomination - Issue of fresh cheques in lieu of lost warrants - Transmission/issue of duplicate share certificates - Transfer/dematerialisation of shares - Payment of dividend through ECS Arrangements made at General Meetings Timely receipt of dividend

(in %) Dissatisfied

64 62 61 59 61 53 74

Excellent/ Very Good 89 88 88 87 85 78 92

44

72

12

63 60 54 57 59 72 33 67

86 83 74 78 81 88 51 88

6 7 14 12 9 7 38 5

4 5 4 4 7 6 3

The Company has taken steps to further improve the satisfaction levels based on the above analysis/. The status on the total number of complaints received during the FY 2005-06, is as follows:Description Letters received from Statutory Bodies Securities and Exchange Board of India Ministry of Company Affairs Stock Exchanges Depositories Legal Matters Court / Consumer Forum Matters Dividends Non- receipt of dividend/interest warrants (pending reconciliation at the time of receipt of letters) Fraudulent encashment of dividend/Interest warrants Letters in the nature of reminders/ complaints Total Correspondence

Received

Replied

Pending

11 0 9 6

11 0 9 6

0 0 0 0

0

0

0

206 3 0 235

206 0 0 232

0 3 0 3

There were no pending share transfers pertaining to the Financial Year ended March 31, 2006. The correspondence identified as investor complaints are letters received through Statutory/ Regulatory bodies and those related to Court/ Consumer forum matters (where the Company/Registrar is involved and is accused of deficiency in service), fraudulent encashment and non-receipt of dividend amounts where reconciliation of the payment is in progress/completed after the end of the quarter. In addition to the above Committees, the Board has constituted the following Committees:1. Finance Committee of Directors to look into matters pertaining to finance and banking transactions, including the Company’s fund raising and treasury operations, investments, all related risk management and policy matters, granting Powers of Attorney, property matters and other day-to-day financial related operations 40

of the Company. During the year under review, four Finance Committee meetings were held on July 15, 2005, November 18, 2005, February 13, 2006 and March 13, 2006 and seven circular resolutions were ed. The composition of the Finance Committee of Directors and attendance at its meetings, is given hereunder:Composition Number of meetings attended

2.

Ratan N Tata Chairman

N A Soonawala J K Setna

4

4

R Gopalakrishnan

1

4

N N Wadia Praveen P Kadle 3

4

Committee of Board to review capital and revenue budgets, long-term business strategies and plans and the organizational structure of the Company. The Committee also discusses the matters pertaining to legal cases, acquisitions and divestment, new business forays and donations. During the year under review, seven Committee meetings were held on April 4, 2005, May 16, 2005, July 26, 2005, August 8, 2005, September 12, 2005, November 18, 2005 and March 13, 2006. The composition of the Committee of Board and attendance at meetings, is given hereunder :Composition Number of meetings attended

Ratan N Tata Chairman

N A Soonawala

J J Irani

R Gopalakrishnan

7

7

6

7

N N Wadia 6

The Committee of the Board formed a Donations Committee in September 2003 and a Corporate Social Responsibility (CSR) Committee recently, comprising of the Managing Director, the Executive Director and the Senior Management which meets on a quarterly basis to fulfill the community and social responsibilities of its stakeholders. 3. Ethics and Compliance Committee 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 Regulations/the Code. Mr Praveen P Kadle, Executive Director, acts as the Compliance Officer under the said Code. During the year under review, two meetings of the Committee were held on June 30, 2005 and March 17, 2006. The composition of the Ethics and Compliance Committee and attendance at its meetings is given hereunder:Composition Number of meetings attended

4.

S A Naik Chairman

R Gopalakrishnan

2

2

Apart from the above, the Board of Directors also constitutes Committee(s) of Directors with specific of reference, as it may deem fit.

To ensure that the Company has disclosed relevant, accurate and complete information to its investors so as to ensure that the Company’s financial condition and results of operations, in all material respects, have been disclosed on a timely basis under the applicable laws, the Company recently constituted a Disclosure Committee comprising of the senior management as also heads of the larger subsidiary companies. RISK MANAGEMENT The Board takes responsibility for the total process of risk management in the organization. Results of the risk assessments and residual risks are presented to the Senior Management and the Audit Committee . The Management is able for the integration of risk management practices into the day to day activities. The scope of the Audit Committee includes review of the Company’s financial and risk management policies. The Audit Committee reviews the Audit reports covering operational, financial and other business risk areas. 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 reviews the financial statements, particularly, the investments made by the Company’s non-listed subsidiary companies. The minutes of all the subsidiaries are placed before the Board of Directors of the Company and the attention of the Directors is drawn to all significant transactions and arrangements entered into by the subsidiary companies. 41

MOTORS Sixty-first annual report 2005-06 Tata Motors Limited

GENERAL BODY MEETINGS Location and time of General Meetings Date

Year

Type

July 11, 2005

2004-2005

Annual General Meeting

Venue

April 26, 2005

2005-2006

Court Convened Meeting

July 8, 2004

2003-2004

Annual General Meeting

April 8, 2004

2004-2005

Extra Ordinary General Meeting

July 21, 2003

2002-2003

Annual General Meeting

Time 3.30 p.m.

Birla Matushri Sabhagar 19, Sir Vithaldas Thackersey Marg Mumbai – 400 020

4:00 p.m. 3:30 p.m. 3:30 p.m. 3:30 p.m.

All resolutions moved at the last Annual General Meeting were ed by a show of hands by the requisite majority of attending the meeting. The following are the Special Resolutions ed at the previous three Annual General Meetings and Extraordinary General Meetings held in the past 3 years: AGM/EGM held on

Whether Special Resolution ed

July 11, 2005

No

April 26, 2005 (EGM)

Yes*

Summary N.A. Court convened meeting for approving the Scheme of Re-organisation and Amalgamation of Tata Finance Limited with the Company.

July 8, 2004

Yes

Alteration of Article on Authorised Capital in the Articles of Association of the Company.

April 8, 2004 (EGM)

Yes

Raising of finance by way of equity/debt upto Rs.2250 crores and creation of a charge on the Company’s assets in connection with the above.

July 21, 2003

Yes

-

-

Offer, Issue and Allot securities, not exceeding Rs.500 crores or its equivalent of incremental funds of the Company. Delisting of the Company’s Ordinary Shares from all or any of the Stock Exchanges excluding The Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE). Payment of commission to Non Whole-time Directors upto a sum not exceeding 1% of the Net Profits of the Company for a period of 5 years. Change of the name of the Company from ‘Tata Engineering and Locomotive Company Limited’ to ‘Tata Motors Limited’.

* This was ed by a dual majority comprising of more than three-fourth in value and majority in number of shareholders

None of the items transacted at the ensuing meeting is required to be ed by postal ballot. DISCLOSURES

During the year under review, besides the transactions mentioned elsewhere in the Annual Report, there were no other related party transactions by the Company with its promoter, directors, management and subsidiaries that had a potential conflict with the interests of the Company at large. The Audit Committee is briefed of the related party transactions undertaken by the Company in the ordinary course of business (summary), material individual transactions which were not in the normal course of business and material individual transactions with related parties or others, which were not at arm’s length basis together with management’s justification for the same.

42



The senior management has made disclosures to the Board relating to all material financial and commercial transactions stating that they did not have personal interest, that could result in a conflict with the interest of the Company, at large.



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 three years. No penalties or strictures have been imposed by them on the Company.



The Company follows ing Standards issued by the Institute of Chartered ants of India and in the preparation of financial statements, the Company has not adopted a treatment different from that prescribed in any ing Standard.



The Managing Director (CEO) and the Executive Director (Finance & Corporate Affairs) (CFO) have certified to the Board in accordance with Clause 49 (V) of the Listing Agreement pertaining to CEO/CFO certification for the Financial Year ended March 31, 2006.

MEANS OF COMMUNICATION The Quarterly/Half Yearly/Annual results are regularly submitted to the Stock Exchanges in accordance with the Listing Agreement and are published in the newspapers and posted on the Company’s web-site. The information regarding the performance of the Company is shared with the shareholders every six months through the half yearly communique and the Annual Report. The Company also regularly posts the information as specified under Clause 41 of the Listing Agreement on the Electronic Data Information Filing and Retrieval System launched by SEBI. Newspapers wherein quarterly results are published Website, where displayed Whether it displays official news releases and presentations made to institutional investors or to the analysts Whether MD & A is a part of Annual Report

Indian Express and Loksatta (Marathi) www.tatamotors.com Yes Yes

GENERAL INFORMATION FOR Annual General Meeting Date and Time

: Tuesday, July 11, 2006 at 3:00 p.m.

Venue

: Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai 400 020

Dividend Payment Date : July 12, 2006, the Dividend warrants will be posted on or after July 12, 2006 Date of Book Closure

: June 27, 2006 to July 11, 2006 (both days inclusive)

Financial Calendar

: Financial reporting for the quarter ending June 30, 2006 Financial reporting for the quarter ending September 30, 2006 Financial reporting for the quarter ending December 31, 2006 Financial reporting for the quarter ending March 31, 2007 Annual General Meeting for the year ended March 31, 2007

Last week of July Last week of October Last week of January Last week of May Mid July

2006 2006 2007 2007 2007

Listing The Company’s securities are listed on the Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE), Madhya Pradesh Stock Exchange Limited (MPSE) and Calcutta Stock Exchange Association Limited (CSE). Pursuant to the shareholders’ approval at their meeting held on July 21, 2003, the Company had applied for delisting of its Ordinary Shares from the MPSE and the CSE. The Company has paid listing fees, as applicable, to the respective Stock Exchanges for the Financial Year 200405. For the Financial Years 2005-06 and 2006-07, the Company paid listing fees to BSE and NSE only, since a delisting application had been made to MPSE and CSE. International Listing The Company’s Depositary Receipts Programme was listed on the New York Stock Exchange (NYSE) w.e.f September 27, 2004 through the conversion of its existing International Global Depositary Shares (GDSs) into American Depositary Shares (ADSs). Consequent to the said listing on NYSE, the said Depositary Program was de-listed from the Luxembourg Stock Exchange. Please also refer to the section on ‘Outstanding Securities’ for details pertaining to international listing of Foreign Currency Convertible Notes. Other details The ISIN Nos. for the Company’s Ordinary Shares is INE155A01014. The Stock codes of the Company’s Ordinary Shares at BSE is ‘500570’ (rolling settlement) and at NSE is ‘TATAMOTORS’. The following are the relevant details of the ADRs listed on NYSE:Type

Ticker Symbol

Description

Currency

CUSIP

SEDOL

ADR

TTM

Common Shares

INR

8765685024

B02ZP96US

43

MOTORS Sixty-first annual report 2005-06 Tata Motors Limited

Two-way Fungibility of Depositary Receipts The Company offers foreign investors the facility for conversion of Ordinary Shares into Depositary Receipts within the limits permissible for Two-way Fungibility, as announced by the Reserve Bank of India vide its circular dated February 13, 2002. Market Information Market price data - monthly high/low and trading volumes on BSE/NSE depicting liquidity of the Company’s Ordinary Shares on the said exchanges, is given hereunder :Stock Exchange Month

Bombay Stock Exchange Limited High (Rs.) Low (Rs.) No. of Shares

April 2005 May 2005 June 2005 July 2005 August 2005 September 2005 October 2005 November 2005 December 2005 January 2006 February 2006 March 2006

444.60 449.25 438.50 480.95 526.90 545.20 570.95 586.80 659.50 709.30 814.35 939.00

406.20 420.00 414.15 426.75 462.85 469.70 460.80 480.65 549.60 617.45 704.80 846.10

National Stock Exchange of India Ltd. High (Rs.) Low (Rs.) No. of Shares

14670896 12081597 7843116 10019721 13570939 11796893 16333898 13841304 17586766 8712552 16299361 22183057

444.30 450.20 438.40 480.90 526.90 546.10 571.20 586.55 659.55 708.45 816.20 941.35

406.20 418.25 413.95 427.00 461.45 469.30 461.60 480.75 548.75 617.20 706.80 846.10

44798788 36277019 30420287 28670982 45449391 38053379 47470862 39804301 57511318 28597959 46635179 59589919

The Performance of the Company’s Stock Price and Market Capitalisation vis-à-vis Sensex and Auto Index: 250 227 209

200

171 150 100 50 0 Apr-05

May-05

Jun-05

Jul-05

BSE Sensex

Aug-05 Total Auto Index

Sep-05

Oct-05

Nov-05

Dec-05

Tata Motors

Jan-06

Feb-06

Mar-06

Tata Motors Mkt Cap (RHS)

The monthly high and low of the Company’s ADRs is given below: (in US $) Month April-05 May-05 June-05 July-05 August-05 September-05

High 10.09 10.30 10.37 11.35 11.90 12.41

Low 9.25 9.50 9.46 9.70 10.34 10.64

Month October-05 November-05 December-05 January-06 February-06 March-06

High 12.72 12.63 14.37 16.24 18.33 21.46

Low 10.44 10.73 11.89 13.93 16.00 19.38

Registrar and Transfer Agents:The name of the Company’s Registrar and Transfer Agents has been changed from Tata Share Registry Limited to TSR Darashaw Limited. are requested to correspond with the Company’s Registrar and Transfer Agents quoting their folio no. at the following addresses :(i) For transfer lodgement, delivery and correspondence: TSR Darashaw Limited Tel: 022-6656 8484 Unit: Tata Motors Limited Fax: 022- 6656 8494 Army & Navy Bldg., E-mail : [email protected] 148, Mahatma Gandhi Road, website : www.tsrdarashaw.com Fort, Mumbai – 400 001 44

(ii) 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 (TSRDL):1 503, Barton Centre, 5th Floor 2 Bungalow No.1, “E” Road 84, Mahatma Gandhi Road Northern Town, Bistupur Bangalore - 560 001 Jamshedpur – 831 001 Tel : 080– 25320321, Fax : 080-25580019 Tel: 0657 – 2426616, Fax: 0657 – 2426937 e-mail : [email protected] Share Transfer System Securities lodged for transfer at the Registrar’s address are normally processed within 15 days from the date of lodgement, if the documents are clear in all respects. All requests for dematerialisation of securities are processed and the confirmation is given to the depositories within 15 days. Senior Executives of the Company 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 30 days. Pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchanges, certificates, on half-yearly basis, have been issued by a Company Secretary-in-Practice for due compliance of share transfer formalities by the Company. Pursuant to SEBI (Depositories and Participants) Regulations, 1996, certificates have also been received from a Company Secretary-in-Practice for timely dematerialisation of the shares of the Company and for conducting a secretarial audit on a quarterly basis for reconciliation of the share capital of the Company. Shareholding pattern Category

As on March 31, 2006 No. of shares %

Promoters Mutual Funds and Unit Trust of India Government Banks, Financial Institutions and Insurance companies Foreign Institutional Investors NRIs, Foreign companies and ADRs Others

As on March 31, 2005 No. of shares %

% Variance 06 V/s 05

128836405 18470387

33.65 4.82

117033514 8788942

32.35 2.43

1.3 2.39

36054830 94925367 60767890 43779252

9.42 24.80 15.87 11.44

42385767 76224931 65967708 51350889

11.72 21.07 18.24 14.19

(2.30) 3.73 (2.37) (2.75)

Distribution of shareholding as on March 31, 2006 Range of Shares 1 - 100 101 - 500 501 - 1000 1001 - 5000 5001 - 10000 Above 10000 Total

Physical 2,006,348 5,069,923 2,392,295 3,018,824 472,245 26,691,343 39,650,978

Shares held in % to Capital Electronic 5.06 3,110,264 12.79 8,771,778 6.03 5,734,452 7.61 9,111,711 1.19 2,192,142 67.32 314,262,806 100.00

343,183,153

% to Capital 0.91 2.56 1.67 2.66 0.64 91.57

Physical 58,993 22,548 3,453 1,675 70 83

100.00

86,822

No. of Holders % to Holders Electronic 67.95 85,187 25.97 35,821 3.98 8,002 1.93 4,786 0.08 313 0.10 472 100.00

134,581

% to Holders 63.30 26.62 5.95 3.56 0.23 0.35 100.00

45

MOTORS Sixty-first annual report 2005-06 Tata Motors Limited

Top shareholders (holding in excess of 1% of capital) as on March 31, 2006 Name of Shareholder shares held Tata Sons Ltd

No. of capital 84138325

% to paid-up 21.98

Tata Steel Ltd

32378410

8.45

Citibank NA as Depository for ADR holders

30717977

8.02

Daimler Chrysler AG

25596476

6.69

Life Insurance Corporation of India

18971537

4.95

HSBC Global Inv Funds A/c HSBC Global Investment Fund Mauritius Ltd

8632108

2.26

Tata Industries Ltd

7734255

2.02

Templeton Global Advisors Ltd. a/c Templeton Fund Inc (Templeton Foreign Fund)

5815200

1.52

The New India Assurance Co. Ltd

5346110

1.40

J P Morgan Fleming Asset Management (Europe) S A R L a/c Flagship Indian Investment Co (Mauritius) Ltd

4527994

1.18

Janus Contrarian Fund

3842727

1

Dematerialisation of shares Electronic holding as on March 31, 2006 by comprises 89.64% (previous year–85.77%) of the paid-up Ordinary Share Capital of the Company held through the National Securities Depository Limited- 88.80% (previous year – 84.71%) and Central Depository Services (India) Limited – 0.84% (previous year–1.06%). Outstanding securities Foreign Currency Convertible Notes - 8,860–1% Convertible Notes (due 2008) of US $ 1000 each may, at the option of the Note holders, be converted into 1631049 ADSs/Ordinary Shares at Rs.250.745 per share at anytime upto July 1, 2008. - 18,125-Zero Coupon Convertible Notes (due 2009) of US $ 1000 each, aggregating US$ 100 million issued in April 2004 may, at the option of the Note holders, be converted into 13,86,813 Ordinary Shares/ADSs at Rs.573.106 per share at any time between June 7, 2004 and March 28, 2009. - 3,00,000-1% Convertible Notes (due 2011) of US $ 1000 each, aggregating US$ 300 million issued in April 2004 may, at the option of the Note holders, be converted into 168,56,740 Ordinary Shares/ADSs at Rs.780.400 per share at any time between June 7, 2004 and March 28, 2011. - ¥11,760,000,000 (equivalent US$ 100 million) Zero Coupon Convertible Notes (due 2011) issued in March 2006, may at the option of the note holder, be converted into 44,14,916 Ordinary Shares/ADSs at Rs.1001.39/- per share at any time between May 2, 2006 to February 19, 2011. The following are the relevant details of the notes: Type 1% Notes (due 2008) 1% Notes (due 2008) Notes (due 2009) 1% Notes (due 2011) Zero Coupon Notes (due 2011)

Description Rule 144A Reg S Reg S Reg S Reg S

Currency US$ US$ US$ US$ JP ¥

Cusip 876568AD8 Y8548TAD3 Y8548TAE1 Y8548TAF8 024521788

ISIN Nos. US876568AD85 USY8548TAD38 USY8548TAE11 USY8548TAF85 XS0245217889

Listing at Luxembourg Stock Exchange Singapore Stock Exchange

Securities held in abeyance - Out of the Rights Issue of Convertible and Non-Convertible Debentures (CDs and NCDs, respectively) as on March 31, 2005, 36,030 Ordinary Shares (arising out of conversion of CDs) and 14,414 Detachable Warrants on the CDs/NCDs, being the entitlement on Ordinary Shares which are the subject matter of various suits filed in the courts/forums by third parties for which final order is awaited, are held in abeyance pursuant to Section 206A of the Act. Action required regarding non-receipt of dividends, proceeds of matured deposits and redeemed debentures and interest thereon:(i) In case of non receipt/non encashment of the dividend warrants, are requested to correspond with the Company’s Registrars/the Registrar of Companies, as mentioned hereunder:

46

Dividend for 2002-03 to 2004-05 2000-01 and 2001-02 1998-99 to 1999-2000 1978 to 1994-95

Office TSR Darashaw Limited Not Applicable due to non declaration of dividend TSR Darashaw Limited

Action to be taken Letter on plain paper.

Office of the Registrar of Companies CGO Complex, ‘A’ Wing, 2nd floor, Next to RBI, CBD – Belapur, Navi Mumbai - 400 614, Maharashtra 2757 6802

Letter on plain paper. In respect of dividend for FY 1998-99, the are requested to apply before end July 2006. Claim in Form No. II of the Companies Unpaid Dividend (Transfer to General Revenue of the Central Government) Rules, 1978

(ii) As per the provisions of Section 205A read with Section 205C of the Companies Act, 1956, the Company is required to transfer the unpaid and unclaimed dividends, matured deposits, redeemed debentures and interest accrued thereon remaining unclaimed and unpaid for a period of 7 years from the due date to the Investor Education and Protection Fund (IEPF) set up by the Central Government. (iii) Given below are the indicative due dates for transfer of unclaimed and unpaid dividend to the IEPF by the Company:Financial Year 1998-99 1999-2000 2002-03 2003-04 (Interim) 2003-04 (Final) 2004-05

Dividend/Payment Date August 3, 1999 July 26, 2000 July 22, 2003 February 20, 2004 July 8, 2004 July 12, 2005

Proposed Date for transfer to IEPF* September 19, 2006 September 12, 2007 August 18, 2010 March 20, 2011 August 16, 2012 August 20, 2013

* Indicative dates and actual dates may vary.

(iv) As mentioned in (ii) above, pursuant to Section 205A and 205C of the Act, all unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as principal amount of debentures and deposits pertaining to erstwhile Tata Finance Limited (TFL) as at March 31, 2006 remaining unpaid or unclaimed for a period of 7 years from the date they became due for payment, have been transferred by TFL to the IEPF established by the Central Government. (v) No claim of the shareholders/debenture-holders/depositor shall lie against the Company or the IEPF in respect of the said amounts transferred to the IEPF. Investors of the Company and of the erstwhile TFL who have not yet encashed their unclaimed/unpaid amounts are requested to do so at the earliest.

Other facilities of interest to shareholders holding shares in physical form -

Nomination facility: Shareholders who hold shares in single name and wish to make/change the nomination in respect of their shares as permitted under Section 109A of the Act, may submit to the Registrars and Transfer Agents, the prescribed Form 2B.

-

Bank details: Shareholders are requested to notify/send the following to the Company’s Registrars and Share Transfer Agents to facilitate better services:(i) Any change in their address/mandate/bank details, and (ii) Particulars of the bank in which they wish their dividend to be credited, incase they have not been furnished earlier. Shareholders are advised that respective bank details and address as furnished by them to the Company will be printed on their dividend warrants as a measure of protection against fraudulent encashment.

-

Odd lot facility: Having regard to the difficulties experienced by shareholders in disposing off the shares held by them in odd lots, the Company’s Registrars and Transfer Agents have framed a scheme for the purchase of such shares. Interested shareholders may the Registrars for further details. 47

MOTORS Sixty-first annual report 2005-06 Tata Motors Limited

COMPLIANCE WITH NON-MANDATORY REQUIREMENTS: The status of compliance in respect of non-mandatory requirements of Clause 49 of Listing Agreement is as follows:i.

The Board: No separate office is maintained for the Non-Executive Chairman. Being the Group Chairman, the Company does not reimburse expenses incurred by the Non-Executive Chairman for maintenance of a separate Chairman’s office. No specific tenure has been specified for the Independent Directors. Mr Setna and Mr S A Naik, Independent directors, have tenures, in the aggregate, exceeding a period of nine years.

ii.

Remuneration Committee: Details are given under the heading ‘Remuneration Committee’.

iii. Shareholder Rights: A half yearly declaration of financial performance, including summary of significant events in the last six months, is sent to all the shareholders. The Financial Results are also put up on the Company’s website, besides being available on the SEBI’s website www.sebiedifar.nic iv. Audit Qualifications: During the year under review, there was no audit qualification in the Company’s financial statements. The Company continues to adopt best practices to ensure a regime of unqualified financial statements. v.

Training of Board : The Directors interact with the management in a very free and open manner on information that may be required by them on orientation and factory visits. 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 under the emerging business environment.

vi. Mechanism for evaluation of non-executive Board : The performance evaluation of non-executive is done by the Board annually based on criteria of attendance and contributions at Board/ Committee Meetings as also role played/ contributions other than at Meetings. vii. Whistle Blower Mechanism: The Audit Committee had, at its Meeting held on August 9, 2004, framed a Whistle-Blower Policy and the same was reviewed and amended by the Audit Committee on January 19, 2006. The Policy 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 Whistle Blower Policy is an extension of the Tata Code of Conduct, which requires every employee to promptly report to the Management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. No employee of the Company has been denied access to the Audit Committee. Plant Locations Plant Location Pimpri and Chikhali in Pune – 411 018 Chinchwad, Pune - 411 033 Jamshedpur Town Post Office, Jamshedpur – 831 010 Chinhat Deva Road, Lucknow – 227 105 KIADB Block 2, Belur Industrial Area, Dharwad 580007

Address for correspondence Tata Motors Limited, Bombay House, 24 Homi Mody Street, Mumbai 400 001, India. 48

Range of Products Produced Medium and Heavy Commercial Vehicles (M&HCVs), Light Commercial Vehicles (LCVs), Utility Vehicles (UVs) and Cars M&HCVs & LCVs M&HCVs, LCVs & UVs Project under construction/formulation

DECLARATION BY THE CEO UNDER CLAUSE 49 OF THE LISTING AGREEMENT REGARDING ADHERENCE TO THE CODE OF CONDUCT In accordance with Clause 49 sub-clause I(D) of the Listing Agreement with the Stock Exchanges, I hereby confirm that, all the Directors and the Senior Management personnel of the Company have affirmed compliance to their respective Codes of Conduct, as applicable to them for the Financial Year ended March 31, 2006. For Tata Motors Limited RAVI KANT Managing Director May 17, 2006

CERTIFICATE TO THE OF TATA MOTORS LIMITED We have examined the compliance of the conditions of Corporate Governance by Tata Motors Limited for the year ended on March 31, 2006, as stipulated in Clause 49 of the Listing Agreement of the said Company with the stock exchanges. The compliance of the conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementations thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company. For Deloitte Haskins & Sells Chartered ants M S DHARMADHIKARI Partner hip No.30802 Mumbai, May 31, 2006

49