The Company seeks to adopt good corporate governance practices and to ensure compliance with all relevant laws and regulations. The Company conducts its activities in a manner that is fair and transparent and also perceived to be such by others.
Board of Directors:
As on 31st March, 2010, the Board of Directors of the Company comprised twelve members, of whom ten are Non-Executive Directors. Mr. Amit Dalal, who was earlier a non-executive Director, was appointed as Executive Director – Investments with effect from 1st January, 2010. Mr. Zubin Dubash was appointed as an Additional Director (non-executive, Independent) at the Board Meeting held on 17th March, 2010 and Mr. Amit Chandra was appointed as an Additional Director (non-executive, Independent) by Circular Resolution dated 29th March, 2010 (inter alia in compliance with the revised Clause 49 of the Listing Agreement). Both these Directors would hold office upto the conclusion of the ensuing Annual General Meeting.
Board Meetings:
22 Board/Committee Meetings were held at Mumbai during the year under review of which 7 were Board Meetings and 15 various Committee Meetings. The Board Meetings were held on 20th May, 2009, 22nd July, 2009, 30th September, 2009, 28th October, 2009, 9th December, 2009, 20th January, 2010 and 17th March, 2010. The category of each Director, together with his attendance at Board Meetings, the number of his Directorships and memberships of the SEBI-designated Board Committees of other companies as well as his holding in the Company, as on 31st March, 2010 are given below:
Name of Directors
Category
of
Director
Board
Meetings attended
during
2009-2010
No. of
Directorships
of other Indian
companies
as on
31st March, 2010
Membership of mandatory
Board Committees
of other companies
as on
31st March, 2010
Director
Chairman
Member
Mr. N. A. Soonawala
Non Independent
7
2
1
-
Mr. A. B. K. Dubash
Independent
4
-
-
-
Mr. K. N. Suntook
Independent
7
3
-
2
Mr. M. J. Kotwal
Executive Director
7
3
-
-
Mr. N. N. Tata
Non Independent
6
7
1
-
Mr. K. A. Chaukar
Non Independent
6
14
1
4
Mr. F. N. Subedar
Non Independent
7
10
3
4
Mr. H. N. Sinor
Independent
6
10
4
4
Mr. P. P. Shah
Independent
5
14
3
5
Mr. A. N. Dalal
Executive Director
7
4
-
2
Mr. Z. Dubash*
Independent
1
-
-
-
Mr. A. Chandra*
Independent
-
-
-
-
* Mr. Z. Dubash & Mr. A. Chandra were appointed as Directors w.e.f. 17th March, 2010 and 29th March, 2010 respectively.
All the Directors, except Mr. K.N. Suntook, who could not attend due to his indisposition, had attended the last Annual General Meeting held on 8th July, 2009.
Committee of Directors:
Details of the various Committees of the Board of Directors of the Company as on 31st March, 2010 and the meetings attended by each Director, shown within brackets, are as under :
1. Audit Committee
2. Share Transfer & Investors Grievance Committee
3. Asset Liability Management Committee
4. Remuneration Committee
5. Investment Committee
6. Nomination Committee
Audit Committee:
The Audit Committee has been constituted in compliance with
(i) the Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2008
(ii) the listing guidelines on Corporate Governance, as mandated by the Stock Exchanges and (iii) Section 292A of the Companies Act, 1956. All the Directors, except Mr. F.N. Subedar, are independent Directors. Mr. K.N. Suntook, Chairman of the Audit Committee could not attend the Annual General Meeting held on 8th July, 2009 due to his indisposition.
The functions of the Audit Committee include :-
a)
Overseeing of the Company’s financial reporting process and the disclosure of its financial information.
b)
Recommending the appointment/removal of external auditor, fixation of audit fee and also approval for payment for any other services.
c)
Reviewing with management the quarterly and annual financial statements before submission to the Board.
d)
Reviewing with the Management, the statement of uses/applications of funds raised through an Issue (public issue/rights issue/preferential issue), the statement of funds utilised for purposes other than those stated in the Offer Document / Prospectus and making appropriate recommendations to the Board to take steps in this matter.
e)
Reviewing the Company’s financial and risk management policies.
f)
Reviewing the adequacy of internal audit functions.
g)
Discussion with internal and external auditors about their findings and follow up thereon.
The Audit Committee reports its findings to the Board at the subsequent meeting and its recommendations are implemented by the management.
Remuneration Committee::
The Committee has been authorized to determine the remuneration package for the Executive Directors as well as to recommend the remuneration payable to the Non-Executive Directors from year to year.
Share Transfer & Investors’ Grievance Committee:
The Committee under the Chairmanship of Mr. N.A. Soonawala, approves and monitors transfers, transmissions, consolidation etc. of shares as well as redressal of complaints from shareholders by the Share Registrars. Mr.A.N. Dalal, Executive Director – Investments appointed a Member of the Committee with effect from 17th March, 2010. Mr. M.J. Kotwal, Executive Director & Secretary is also the Compliance Officer.
The Registrars had received correspondence on 474 matters in the aggregate during the year. There were 270 queries regarding dividend warrants including changes on live warrants or issue of fresh cheques against time barred instruments, 149 requests for registration of change of address, Bank details, ECS, nomination, document registration, transmission of shares, loss of securities etc. and 55 correspondence for other miscellaneous matters. There were no queries pending as on 31st March, 2010.
Investment Committee:
The Investment Committee has been constituted pursuant to Section 292 of the Companies Act, 1956. The investment policy and specific recommendations form an important part of the discussions at the Board meetings which are held more frequently. In view of 7 Board Meetings held during the year, only 3 meetings of the Committee were held during the year. However, specific investment decisions, based on detailed analysis and recommendations of the Investment Executives, are taken by investment committee circulars with full disclosure and subsequent review at Board / Committee Meetings.
Asset Liability Management Committee:
In accordance with the Reserve Bank of India guidelines, an Asset Liability Management (ALM) Committee of the Board has been constituted for implementation of the ALM system and to review its functions periodically. The Committee also reviews the Risk Management Policy of the Company from time to time. Mr. A.N. Dalal, Executive Director – Investments was appointed a member of the Committee with effect from 17th March, 2010.
Nomination Committee:
The Nomination Committee comprising three Directors viz. Mr. N.A. Soonawala (Chairman), Mr. N.N. Tata and Mr. H.N. Sinor met once to consider the appointment of a person with fit and proper credentials for appointment as Executive Director - Investments. The Committee vide its circular dated 3rd March, 2010 also considered and recommended the appointment of two independent Directors.
General Body Meetings:
The Annual General Meeting of the Company will be held on Wednesday, 23rd June, 2010 at 3-30 p.m. at Walchand Hirachand Hall, Indian Merchants Chamber Building, Churchgate, Mumbai 400 001. The last Annual General Meeting was held on 8th July, 2009 at 3.30 p.m. at Homi J. Talyerkhan Memorial Hall, Red Cross Office, 141, Shahid Bhagat Singh Road, Mumbai 400 001. Two previous Annual General Meetings were held on 15th July, 2008 and 20th July, 2007 at 3-30 p.m. at the Bombay House Auditorium, Homi Mody Street, Mumbai 400 001. Special Resolutions under Sections 163 & 31 of the Companies Act, 1956 were passed with the requisite majority at the Annual General Meetings held on 20th July, 2007 and 15th July, 2008 respectively.
Disclosures:
i)
The particulars of transactions between the Company and its related parties in accordance with Accounting Standard 18 are set out in Note No.8 to the Accounts. These transactions are in the ordinary course of business and are not likely to have any conflict with the interest of the Company.
ii)
There were no material pecuniary relationships or transactions of the non-executive directors vis-à-vis the Company, other than payment of Board fees/commission and investments (if any) in shares / securities of the Company.
iii)
There were no material transactions of the Company with its promoters, directors, management or their relatives that may have potential conflict with the interest of the Company at large.
iv)
There were no penalties or strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets at any time during the last 3 years.
v)
In accordance with the High Court Orders dated 27th September, 2002, 30th January, 2009 and 25th September, 2009 and the Accounting Practice adopted earlier, provision for diminution in the value of investments amounting to Rs.1541.57 lacs has been credited to the Securities Premium Account instead of the Profit & Loss Account as prescribed under Accounting Standard (AS) on ‘Accounting for Investments’, being write-back of provision for diminution in value of certain investments no longer required, which had been debited to such account in earlier years.
vi)
The Company has complied to the extent applicable with all mandatory requirements mentioned in Annexure IC of Clause 49 of the Listing Agreement in respect of Corporate Governance. As regards the non-mandatory requirements mentioned in Annexure ID thereto, the Company has been complying with requirements as regards Remuneration Committee. Further, the Company has also adopted the Whistle Blower Policy as mentioned in this Report.
CEO/CFO certification:
The Executive Directors and the Chief Financial Officer have certified to the Board that :
a)
They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief:
i)
these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
ii)
these statements together present a true and fair view of the Company’s affairs as on 31st March, 2010 and are in compliance with existing accounting standards, applicable laws and regulations.
b)
There are, to the best of their knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct.
c)
They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of the internal control systems of the Company and have reported to the auditors and the Audit Committee that they are not aware of any deficiencies in the design or operation of internal controls. In the event such deficiencies do arise, the same shall be reported to the auditors and the Audit Committee forthwith.
d)
They have indicated to the auditors and the Audit Committee that there have been -
i)
no changes in internal control during the year;
ii)
no changes in accounting policies during the year, other than those mentioned in the Notes to Account,
iii)
no instances of fraud of which they have become aware and / or the involvement therein of any of the management or any employee of the Company.
The Executive Director & Secretary has given a Declaration to the effect that all Board Members and Senior Management Personnel have confirmed compliance with the Code of Conduct during the year ended 31st March, 2010.
Means of Communication:
The unaudited quarterly results and audited results for the year are generally published in one English newspaper (Business Standard/Financial Express) and atleast one vernacular newspaper (Loksatta/Sakaal/Maharashtra Times) shortly after its submission to the Stock Exchanges. The results are also displayed on the Tata web-site, www.tata.com
Share Transfer System:
TSR Darashaw Ltd. (TSRDL) are the Registrars and Transfer Agents of the Company. TSRDL has a network of Investor Relation Centres (IRCs) at Mumbai, Delhi, Bangalore, Kolkata and Jamshedpur to accept the documents/bankers requests/queries/correspondence from the investors/shareholders of the Company.
Shares lodged for transfer at the Registrars’ address are normally processed within 30 days from the date of lodgement, and requests for dematerialisation of shares are processed and the confirmation is given to the depositories within 15 days from the date of lodgement, if the documents are clear in all respects. The Executive Director & Secretary who is also the Compliance Officer verifies the Transfer Register sent by the Registrars. The Share Transfer and Investors’ Grievance Committee approves the transfer of shares and debentures.
TSRDL has an Investor Interface Cell which handles all queries/correspondence/requests received across the counter/walk in investors, over the phone and by e-mail. Written communication received from the Investors is segregated into different categories on the basis of the nature of the query received. The concerned workgroup takes the required action in respect of the same by accessing the current shareholder information resident on TSRDL database. The details are verified and responded through customised and fully automated systems for handling such correspondence. Copies of the responses for complaints/letters received through statutory bodies/wherever required are forwarded to the Company for their reference and records.
The endeavour is to attend to shareholder requests and redress their queries speedily and to their satisfaction, keeping in mind the statutory/regulatory time frame of 30 days. Investors’ grievances, if any, are resolved by the Compliance Officer, failing which, they would be referred to the Investors’ Grievance Committee.
Whistle Blower Policy:
The model Whistle Blower Policy suggested for Tata companies has been adopted by the Board of Directors. The policy provides for adequate safeguards against victimisation of employees and also provides for access to the Audit Committee. The policy has been appropriately communicated within the Company. It is affirmed that no personnel has been denied access to the Audit Committee.
Management Discussion and Analysis forms part of the Directors’ Report.
The Financial Year of the Company ends on 31st March each year.
Book Closure Date
Saturday, 12th June, 2010 to Wednesday, 23rd June, 2010.
Dividend Payment
An interim dividend of Rs.15 per share (150%) on 16th February, 2010 on the then existing Ordinary Share Capital of Rs.41.35 crores was paid to those Members whose names appeared on the Register of Members on 2nd February, 2010,as per details furnished by National Securities Depository Ltd. and Central Depository Services (India) Ltd.
Listing on Stock Exchanges
1. Bombay Stock Exchange Ltd.
P.J. Towers, Dalal Street, Mumbai 400 001.
2. The National Stock Exchange of India Ltd.
Bandra-Kurla Complex, Mumbai 400 051.
Listing fees have been paid upto the year ending 31st March, 2011 to each of the Stock Exchanges.
Stock Code
BSE : 501301 NSE : TATA INVEST
ISIN
INE672A01018
Demat of Shares
Available on National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).
97.96% of the Company’s shares are in dematerialised mode.
Annual Custodial charges has been paid to both Depositories upto 31st March, 2011.
Market Price Data
BSE
NSE
High
Low
High
Low
Rs.
Rs.
Rs.
Rs.
April 2009
276.85
222.25
276.20
226.20
May 2009
435.95
267.70
435.00
267.00
June 2009
423.00
366.00
453.70
356.00
July 2009
425.00
347.20
437.40
348.00
August 2009
454.95
382.00
478.05
350.00
September 2009
478.90
391.50
479.00
387.30
October 2009
511.00
430.00
511.00
431.20
November 2009
462.80
413.05
461.95
412.00
December 2009
497.70
444.00
499.00
440.00
January 2010
561.70
475.75
560.00
453.00
February 2010
520.00
440.70
519.40
445.00
March 2010
532.00
468.15
532.00
462.10
Distribution of Shareholding Schedule as on 31.3.2010
