Tata Motors Directors Report, Tata Motors Reports by Directors

Tata Motors

Jul 24, 16:00
-1 (-0.22%)
VOLUME 258,063
Jul 24, 15:57
-0.6 (-0.13%)
VOLUME 3,772,368
Download Annual Report PDF Format 2016 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '16    Mar 15
The Directors present their Seventy First Annual Report alongwith the
 Audited Statement of Accounts for Fiscal 2016.
                                                       (Rs. in crores)
                            Tata Motors            Tata Motors Group
                            (Standalone)            (Consolidated)
                     Fiscal 2016  Fiscal 2015  Fiscal 2016  Fiscal 2015 
 Gross Revenue         46,646.67    39,531.23   280,096.72   266,707.90
 Net Revenue 
 (excluding excise 
 duty)                 42,369.82    36,301.63   275,561.11   263,158.98
 Total expenditure     39,629.67    37,101.64   235,324.45   221,045.16
 Operating profit/
 (loss)                 2,740.15      (800.01)   40,236.66    42,113.82
 Other Income           2,132.92     1,881.41       981.72       898.74
 Profit before 
 exceptional item
 and tax                4,873.07     1,081.40    41,218.38    43,012.56
 Finance cost           1,481.11     1,611.68     4,623.35      4,86149
 Cash profit/
 (loss)                 3,391.96      (530.28)   36,595.03    38,151.07
 amortization and 
 product development/
 engineering expenses   2,878.36     3,040.69    20,494.61    16,263.80
 Profit/(loss) for 
 year before 
 exceptional items 
 and tax                  513.60    (3,570.97)   16,100.42    21,887.27
 Exceptional Items - 
 loss (net)               363.21       403.75     2,119.55       184.71
 Profit/(loss) before 
 tax                      150.39    (3,974.72)   13,980.87    21,702.56
 Tax expenses/
 (credit) (net)           (83.84)      764.23     2,872.60     7,642.91
 Profit/(loss) after 
 tax                      234.23    (4,738.95)   11,108.27    14,059.65
 Share of minority 
 interest and share 
 of profit of 
 associates (net)              -            -       (84.52)      (73.36)
 Profit/(loss) for 
 the year                 234.23    (4,738.95)   11,023.75    13,986.29
 Profit/(loss) for 
 the year                 234.23    (4,738.95)   11,023.75    13,986.29
 Add: Balance 
 brought forward 
 from previous year    (3,667.96)      977.59    54,487.17    40,530.48
 Amount available 
 for appropriations    (3,433.73)   (3,761.36)   65,510.92    54,516.77 
 Less: appropriations
 /(transfer from/to)
 General Reserve        3,506.73            -     3,483.73       (21.00)
 Other Reserves                -            -       (32.98)      (39.52)
 Dividend (including 
 distribution tax)        (73.00)       93.40      (111.28)       30.92
 Balance carried 
 to Balance Sheet              -    (3,667.96)   68,850.39    54,487.17
 Considering the Company''s financial performance, the Directors have
 recommended a dividend of Rs.0.20 per share (10%) on the capital of
 2,887,203,602 Ordinary Shares of Rs.2/- each (Nil for last year) and
 r0.30 per share (15%) on the capital of 508,476,704 ''A''Ordinary Share
 of Rs.2/- each for Fiscal 2016 (Nil for last year) and the same will be
 paid on or after August 11, 2016. The said dividend, if approved by the
 Members, would involve a cash outflow of Rs.73 crores including dividend
 distribution tax (net of credit), resulting in a payout of 31.2% of
 standalone profits for Fiscal 2016 of the Company.
 The profit for the Fiscal 2016 is Rs.234.23 crores. As the dividend has
 been declared from Reserves, a part of General Reserve has been
 adjusted against the accumulated loss in the Profit and Loss Account.
 Accordingly, the balance of Rs.3,506.73 crores is transferred from
 General Reserves to the Profit and Loss Account.
 The global macroeconomic landscape in Fiscal 2016 was rough and
 uncertain and characterized by weak growth of world output.  The
 situation has been compounded by; (i) declining prices of a number of
 commodities, with reduction in crude oil prices being the most visible
 of them, (ii) turbulent financial markets (specially the equity
 markets) and (iii) volatile exchange rates. Global growth remained
 moderate with uneven prospects across the major economies. The outlook
 for advanced economies is improving, while growth in emerging market
 and developing economies is projected to be lower, primarily reflecting 
 weaker prospects for certain large emerging market economies
 alongside oil and raw material exporting economies. Oil prices have
 declined during Fiscal 2016 due to weaker than expected global activity
 and a weaker demand for oil.  Exchange rate movements in recent months
 have been sizable, reflecting changes in expectations about growth and
 monetary policy across major economies. Long-term government bond
 yields have declined in major advanced economies, reflecting in part
 lower inflation expectations, the sharp decline in oil prices and weak
 domestic demand.
 The US economy growth was stronger than with accompanying job growth,
 resulting in a decline in the unemployment rate. The Eurozone showed
 signs of economic improvement in 2015, with consumption supported by
 lower oil prices and higher net exports, driven by lower energy prices,
 a weaker Euro and a loose monetary policy by the European Central Bank.
 In Fiscal 2015, GDP in the UK slowed a little, but consumer spending
 growth remained relatively strong, partially due to lower oil prices.
 China recorded a pronounced deceleration in growth in Fiscal 2015,
 which suggests that China''s slowdown over the past few years shows
 little sign of abating. The GDP growth rate moderated to 6.9% for
 Fiscal 2015 and coincided, with growing debt and excess housing and
 factory capacity. Brazil''s economy sank into the deepest recession in
 recent history in 2015, amid low prices for key exports, soaring 
 inflation and depressed confidence levels. Economic performance in Russia
 was impacted by the increase in geopolitical tensions, lower crude oil
 prices and economic sanctions.
 However, India has registered a robust and steady pace of economic
 growth in Fiscal 2016 with GDP increased by 7.6%. Wholesale price 
 inflation has been in negative territory for more than a year and the all
 important consumer prices inflation has declined to nearly half of
 what it was a few years ago. However, weak growth in advanced and
 emerging economies has taken its toll on India''s exports. As imports
 have also declined, principally on account of reduced prices of crude
 oil for which the country is heavily dependent on imports, trade and
 current account deficits continue to be moderate. Growth in
 agriculture has slackened due to two successive years of less than-
 normal monsoon rains. The rupee has depreciated vis--vis the US
 dollar, like most other currencies in the world, although less so in
 magnitude. At the same time, it has appreciated against a number of
 other major currencies.
 The Tata Motors Group registered a growth of 5.0% in gross turnover to
 r280,097 crores in Fiscal 2016 as compared to r266,708 crores in Fiscal
 2015. The consolidated revenue (net of excise) for Fiscal 2016 Rs.275,561
 crores grew by 4.7% over last year on the back of strong growth in
 wholesale volumes across products of Jaguar Land Rover and complemented
 by strong M&HCV sales in India.  The consolidated EBITDA margins for
 Fiscal 2016 stood at 14.6%.  Consequently, Profit Before and After Tax
 were Rs.13,981 crores and Rs.11,024 crores respectively.
 Tata Motors Limited recorded a gross turnover of Rs.46,647 crores, 18.0%
 higher from Rs.39,531 crores in the previous year. Tailwinds from
 improving macros - softening interest rates, lower fuel cost and 
 inflation, steady replacement demand from large fleet operators has
 supported sales growth in M&HCV resulting in significant improvement
 in EBITDA margins to 6.5% in Fiscal 2016 as against negative 2.2% in
 Fiscal 2015. Profit Before and After Tax for Fiscal 2016 was at r150
 crores and Rs.234 crores respectively, as compared to Loss Before and
 After Tax of Rs.3,975 crores and Rs.4,739 crores, respectively for last
 Jaguar Land Rover (JLR) (as per IFRS) recorded revenue of GB22,208
 million (Rs.219,019 crores) for Fiscal 2016, up 1.6% from the 21,866
 million (Rs.215,646 crores) in the last Fiscal Year, primarily reflecting 
 the successful introduction of new products.
 Consolidated EBITDA for Fiscal 2016 was strong at GB3,147 million
 (Rs.31,036 crores) but down compared to Fiscal 2015 of GB4,132 million
 (Rs.40,750 crores), primarily driven by softer market and model mix and
 as well as one-time reserves and charges of GB166 million (Rs.1,637
 crores) including the US recall of potentially faulty passenger airbags
 supplied by Takata, doubtful debts and previously capitalised
 Profit Before Tax (PBT) in Fiscal 2016 was GB1,557 million (Rs.15,355
 crores) down by GB1,057 million compared to the record PBT of GB2,614
 million (Rs.25,780 crores) in Fiscal 2015 primarily reflecting the
 lower EBITDA, higher depreciation and amortisation and the net
 exceptional charge of GB157 million (Rs.1,638 crores) related to
 vehicles damaged or destroyed in the Tianjin port explosion in August
 2015, partially off set by favourable revaluation of US Dollar debt and
 unrealised FX and commodity hedges as well as profits earned in the
 China Joint Venture.
 Tata Motors Finance Limited (TMFL) (consolidated) the Company''s captive
 financing subsidiary, registered a growth in revenues by 8.0% to
 Rs.2,968 crores (previous year: r2,743 crores) and reported a Profi t
 After Tax of r267 crores in Fiscal 2016, as compared to Loss after Tax
 of r611 crores in Fiscal 2015. TMFL''s concerted eff orts on collection
 and NPA management strategy has helped to reduce credit losses and
 gross non-performing assets during Fiscal 2016.
 Tata Daewoo Commercial Vehicle Company Limited (TDCV) (as per Korean
 GAAP) South Korea registered revenues of KRW 880 billion (r5,096
 crores), a decline of 11% over the previous year mainly due to lower
 export sales partially off set by increase in domestic sales. The Profit 
 after tax was KRW 46 billion (Rs.264 crores) compared to KRW 54 billion
 (Rs.304 crores) of previous year which included one-time reversal of
 provisions pertaining to ordinary wage lawsuit KRW 24 billion (Rs.136
 crores). Better profitability of Euro 6 vehicles, better mix,
 favourable exchange realizations, continuous material cost reduction,
 various cost control and inventory initiatives helped in improving
 The Tata Motors Group sales for the year stood at 1,064,596 vehicles,
 up by 6.7% as compared to Fiscal 2015. Global sales of all Commercial
 Vehicles were 390,953 vehicles, while sales of Passenger Vehicles were
 at 673,643 vehicles.
 Tata Motors recorded sales of 511,931 vehicles, a growth of 1.5% over
 Fiscal 2015. The Indian Auto Industry, grew in Fiscal 2016 by 8%,
 resulting in the Company''s market share decreasing to 13.1% in Fiscal
 2016 from 14.1% in the previous year. The Company''s exports on
 standalone basis grew by 16.3% to 58,058 vehicles in Fiscal 2016 as
 compared to 49,936 vehicles in Fiscal 2015.
 Commercial Vehicles
 Within the domestic market, the Company sold 326,755 Commercia Vehicles
 (CV), a growth of 2.8% from Fiscal 2015 driven by volume expansion
 across segments. While M&HCVs have been growing through the year, the
 LCV segment witnessed positive growth during the second half of the
 Fiscal 2016, both in goods and passenger carrier segment. M&HCV trucks
 continued strong growth, registering a 30.0% rise over last Fiscal Year
 and the Company has been able to retain a strong market share of 56% in
 this category.
 Some of the highlights for the year were:
 - Launched the new SIGNA range of M&HCV, at the SIAM Auto Expo 2016.
 Offered in various configurations, the SIGNA range of commercial
 vehicles is engineered and built to offer M&HCV buyers, a newly
 designed cabin, with proven Tata Motors aggregates, for a world-class
 trucking experience
 - Launch of ACE Mega, the all-new Smart and Small Pick-up Truck with
 superior performance, enhanced looks, strong cabin with rated payload
 of 1Tonne, which offers the best-in-class fuel efficiency and lowest
 cost of ownership
 - Achieved a new feat in the last mile public transport portfolio by
 reaching a remarkable sales mark of 3 Lakh Tata Magic, our most popular
 public transport vehicle
 - Celebrated the 10th anniversary of the Tata Ace (launched in 2005) as
 the ''Decade of Trust''throughout the country
 - The Company has been honoured with the ''Best Telematics Product or
 Launch in the Emerging Market''Award for its Telematics solution, based
 on the popular Android platform developed for the Tata Magic Iris
 - This year, the Company won 4 prestigious awards at the Apollo CV
 - Cargo carrier of the year - Tata LPS 4923 School Bus of the year -
 Tata Cityride Skool Bus
 - Special Application CV of the year - Tata MHC 2038
 - CV dealer of the year - Bhandari Automotive (Tata Motors dealership).
 Organized the Prima Truck Racing Championship Season 3, which drew in
 over 55,000 spectators. The highlight this year was the first ever
 race of Indian truck racing talent, trained and nurtured in India. The
 Company has conceptualized and introduced an Indian Driver Training and
 Selection program - T1 Racer Program to induct and mold Indian truck
 drivers as ''racers''
 Participated in the SIAM Auto Expo 2016 and the following vehicles were
 - SIGNA range of M&HCV Trucks
 - Tata ULTRA 1518 Sleeper from the Ultra range with 15.7T GVW and
 furnished with a spacious cabin and a fully trimmed power steering,
 seating three, along with a bed, ensures a safe and comfortable working
 design for the driver
 - ACE MEGA XL - Last mile cargo transport with a rated payload of 1Ton,
 8-feet loading deck, with a top speed of 80 km/hr
 - MAGIC IRIS ZIVA - gearless, clutchless with futuristic Hydrogen Fuel
 Cell technologies, for zero emissions
 - ULTRA 1415 4X4 - A 4X4 rugged performer, with a snow plough and a
 hydraulic crane
 - STARBUS HYBRID - World''s first commercially produced CNG Hybrid Bus,
 using Electric and CNG modes (BS IV compliant) as fuel
 - ULTRA ELECTRIC - First full-electric bus from the Company, with zero
 emissions and noiseless operations.
 - Participated in EXCON 2015 and showcased four new construction
 vehicles - Tata PRIMA 3138.K 32 CuM Coal Tipper, Tata PRIMA LX 2523.K
 RePTO, Tata PRIMA LX 3128.K 19 CuM Scoop HRT and Tata SAK 1613
 - Tata Motors Loyalty Program (Tata Delight and Tata Emperor) was
 recognized by DMA Asia ECHO Awards and PMAA Dragons of Asia in
 December 2015
 - Awarded contract for 1,239 indigenously developed 6X6 high mobility
 multi-axle vehicles, from the Indian Army which was recently followed
 up with a repeat order for 619 units
 - Signed a contract to supply 25 Tata Starbus Diesel Series Hybrid
 Electric Bus with Full Low floor configuration, with the Mumbai
 Metropolitan Region Development Authority (MMRDA) - the single largest
 order awarded for Hybrid Electric vehicle technology.
 Passenger Vehicles
 The domestic passenger vehicle industry grew by 7.6% during Fiscal
 2016. Correction in fuel prices and easing financing cost has resulted
 in lower operating cost, which should further aid domestic PV growth in
 near to medium term. During the year, the Company''s Passenger Vehicles
 sales were lower by 7.0% at 127,118 vehicles, registering a 4.6% market
 share. The Company sold 106,827 cars (lower by 3.8%) and 20,291 utility
 vehicles and vans (lower by 20.6%). The Company''s sales in the Utility
 Vehicle segment suffered as competitive activity intensified with
 multiple new launches mainly in the soft-roader category in this
 segment. The Company has taken various initiatives to improve its
 performance such as product refreshes/launch programs, operational 
 efficiency dealer effectiveness, working capital management and
 restructuring customer facing functions.
 Some of the highlights of this year''s performance were:
 - Product Launches/Refreshes continued under the Horizonext Strategy
 - GenX-Nano range was launched in May 2015, with latest technological
 advancements and design upgrade
 - Safari Storme 400Nm was launched in November 2015, with high
 power/torque engine and new six speed manual gearbox.
 - The Made of Great Brand Campaign was launched to uplift the Tata
 Motors brand in conjunction with Lionel Messi
 - Hexa SUV, Kite 5 compact sedan and Nexon compact SUV were displayed
 at Auto Expo 2016.
 - As a part of the overall social responsibility, the Company had to
 postpone the launch of Tiago, due to the change in name responding
 against the epidemic Zika.
 The above new/refreshed product launches were in-line with the
 Company''s objective of taking the brand to a higher level, while making
 it relevant for the younger buyer. The Company continued to focus on
 building brand strengths, refreshing products and enhancing sales and
 service experience.
 The Company exported 58,058 vehicles (Fiscal 2015: 49,936 vehicles)
 comprising 54,052 units of Commercial Vehicles and 4,006 units of
 Passenger Vehicles during Fiscal 2016.
 Export of Commercial Vehicles grew by 16.5% in Fiscal 2016 with 54,052
 units exported compared to 46,416 in Fiscal 2015. The traditional
 markets of SAARC remained stronger than last year growing by 26% with
 Sri Lanka, Bangladesh and Nepal contributing to the growth. However,
 the mid-term duty change in Sri Lanka and the lockdown in Nepal
 impacted the growth momentum. However, the subsequent opening of border
 and easing of pent up demand led to record shipments to Nepal in Q4 of
 Fiscal 2016. Low crude oil prices, Middle East geo-political situation,
 currency devaluations and political strife cast a big shadow over our
 strong markets of Middle East and Africa this year. The Company was
 able to grow market share in the key markets of Sri Lanka, Kenya,
 Nepal, Ghana, Congo and Senegal. In Fiscal 2016, the Company
 successfully bagged and executed several prestigious orders including
 450 units Xenon troop carriers for the Ministry of Defence Myanmar
 taking the total order count to 1,450 units; 87 units of Elanza school
 buses in Saudi Arabia; 50 units Prima 4,438 in Saudi Arabia; 44 units
 Ultra truck delivery to Pran RFL Bangladesh and more that 1,000 units
 Tata Saathi, an application on the ACE platform to Bangladesh.  Some of
 the key events in Fiscal 2016 were the launch of Tata Prima in Kenya,
 Uganda and Bangladesh; Ultra Bus in Sri Lanka; Ultra trucks in
 Bangladesh; Elanza bus in UAE and Ace Express, Ace Mega in Sri Lanka
 and Nepal. The Company also opened Assembly units with 3rd party
 vendors in Tunisia and Vietnam. In Fiscal 2016, the Company achieved a
 key milestone of 1,000 Prima retails in export markets.
 During the period Fiscal 2016, the Company''s exports of Passenger
 Vehicles at 4,006 units were 13.8% higher than in Fiscal 2015, mainly
 due to improved sales in key markets like Sri Lanka and South Africa.
 Aggressive efforts on the back of the launch of Nano GenX and retails
 of Indica Xeta gave us strong volume growth in Sri Lanka, whereas in
 South Africa sales were boosted by the launch of the Bolt (hatchback)
 and Zest (compact sedan).
 In Nepal, the launch of Bolt has helped the Company to improve its
 share of the hatch segment whereas Zest helped to augment Company''s
 presence in the compact sedan segment and Sumo continues to be the
 Number One selling brand in UVs in Nepal.  ndigo also found an
 increased acceptance in the commercia segment in Bangladesh, the
 Philippines and Uruguay.
 In Fiscal 2016, JLR continued to experience growth in all geographical
 markets, except China with total wholesale sales of 544,085 units, a
 growth of 15.6% as compared to Fiscal 2015. JLR total retail sales were
 up 12.8%, with Jaguar up 22.8% and Land Rover up 10.9%. Sales were
 higher in the majority of markets in Fiscal 2016 as retails in the UK
 increased by 23.8% year on year, North America by 27.1% and Europe by
 42.0% whilst sales growth in other Overseas markets were broadly
 similar to last year. However, retail sales in China were down 16.4%
 primarily reflecting softer economic conditions in China at the
 beginning of the year, the timing of new product launches and the
 transition of production to our China Joint Venture.
 Some of the highlights of this year were:
 The new Jaguar XE went on general retail sale in May 2015
 - The refreshed 16 Model Year Range Rover Evoque went on sale in August
 - Launch of the all new lightweight Jaguar XF went on sale in September
 - Production of the Land Rover Discovery Sport commenced at the China
 Joint Venture and went on sale locally in November 2015
 - Launch of the refreshed 16 Model Year Jaguar XJ went on sale in
 December 2015
 - Jaguar''s all new luxury performance SUV was revealed to the public
 and went on sale at the end of the year
 - Very own 4 cylinder diesel engine produced at the Engine
 Manufacturing Centre in Wolverhampton in the UK was first introduced
 into the Jaguar XE and is now available in some of other vehicles such
 as the Jaguar XF, Range Rover Evoque and Land Rover Discovery Sport
 - Announced an additional GB450 million investment in the Engine
 Manufacturing Centre in Wolverhampton to double capacity bringing total
 investment to almost GB1 billion
 - Announcement that an investment agreement has been signed to build a
 manufacturing plant in the city of Nitra in Slovakia with annual
 capacity of 150,000 units with production commencing in Fiscal 2018.
 The initial investment will be GB1 billion with the option to invest a
 further GB500 million to double capacity to 300,000 units per annum
 subject to a further feasibility study
 - Jaguar will be competing in the FIA Formula E championship from
 August 2016 which presents a unique and exciting opportunity for Jaguar
 Land Rover to further the development of its future electric powertrain
 - Announcement that the all new Jaguar XF L (Long wheel base XF) will
 be the third vehicle to be produced at the China Joint Venture.
 Tata Daewoo Commercial Vehicle Company Limited
 Tata Daewoo Commercial Vehicle Company Limited (TDCV) sold 9,116
 vehicles, lower by 22.2% over Fiscal 2015, mainly due to lower export
 sales partially compensated by increase in domestic sales. TDCV
 continued the strong performance, in the domestic market inspite of
 increased competition by selling 7,036 vehicles, 2nd highest in its
 history, registering a growth of 3.3% compared to sales of 6,808
 vehicles in Fiscal 2015. The newly introduced Euro 6 models were well
 accepted in the market resulting in an increase in the market share for
 both HCV and MCV Segments put together increasing to 31.0% as compared
 to 28.7% in Fiscal 2015. However, the export market scenario was very
 challenging. Factors like low oil prices, local currency depreciation
 against the US Dollar, new statutory regulations to reduce imports,
 slowdown in Chinese economy impacting commodity exporting countries,
 increased dealer inventory etc. adversely impacted TDCV''s exports in
 major markets like Algeria, Russia, Vietnam, South Africa, GCC etc. The
 export sales were 2,080 units, 57.6% lower compared to 4,902 units in
 Fiscal 2015.
 Tata Motors (Thailand) Limited
 Tata Motors (Thailand) Limited (TMTL) sold 1,312 units in Fiscal 2016
 as compared to 1,305 units in Fiscal 2015. The domestic retail sales fi
 gure was 1,124 units. The Thai Automobile Industry has witnessed the
 3rd year of drop of 9.0% in Fiscal 2016 due to poor performance of the
 economy but witnessed a slew of new pickup launches by major OEMs
 during the year. In spite of the slow-down, TMTL domestic volume
 decline was 6.0% compared to 9.0% of industry TMTL has increased its
 market share in CNG and Bi-Fuel Pickups segment to 25.2% (Previous
 Year 24.0%) to become the second largest player in the segment.
 TMTL has taken the opportunity to refresh its products, services and
 network as well as to expand the range of offerings to the Thailand
 customers. Fiscal 2016 saw the launch of the Xenon 150N Series with a
 host of new features, TDCV Novus and Super Ace Mint. During the year,
 TMTL exported 253 vehicles to Malaysia against specific order from POS
 Malaysia. TMTL is exploring similar opportunities in other parts of
 South East Asia and neighbouring continents.
 Tata Motors (SA) (Pty) Limited
 Tata Motors (SA) (Pty) Ltd (TMSA) sold 765 chassis in the South Africa
 market in Fiscal 2016 as compared to 839 chassis in Fiscal 2015. TMSA
 is in the process of homologating and introducing a range of new
 products including Prima and Ultra trucks as well as a couple of bus
 models for sale in South Africa.
 Tata Motors Finance Limited
 Tata Motors Finance Limited ( TMFL) is a wholly owned subsidiary
 company is carrying out vehicle financing activity under the brand
 Tata Motors Finance.
 On March 31, 2016, TMFL has acquired from the Company, 100%
 shareholding in Sheba Properties Limited, a NBFC registered with the
 Reserve Bank of India as a part of restructuring and consolidation of
 financial services companies under the TMFL group.
 The commercial vehicle business saw a growth during Fiscal 2016,
 majorly contributed by the M&HCV segment. As a result of which TMFL''s
 total disbursements (including refinance) increased by 22.8% at Rs.8,985
 crores in Fiscal 2016 as compared to Rs.7,316 crores in Fiscal 2015. TMFL
 financed a total of 1,12,114 vehicles reflecting a slight decline of
 0.6% over 1,12,788 vehicles financed in Fiscal 2015.  Disbursements
 for commercial vehicles increased by 30.4% and were at Rs.7,485 crores
 (75,970 units) as compared to Rs.5,741 crores (72,853 units) of Fiscal
 2015. Disbursements of passenger vehicles declined by 9.9% to r1,350
 crores (33,185 units) from a level of Rs.1,498 crores (38,444 units).
 Disbursements achieved under refinance (through Tata Motors Finance
 Solutions Limited, a 100% subsidiary of TMFL) were at Rs.150 crores
 (2,959 vehicles) during Fiscal 2016.
 TMFL has increased its reach by opening limited services branches
 exclusively in Tier 2 and 3 towns, which have helped in reducing the
 turn-around-time to improve customer satisfaction. TMFL had 245
 branches at the end of Fiscal 2016. The book size of TMFL''s corporate
 lending business, which includes providing finance to TML''s dealers &
 vendors, increased by 97.7%; Rs.947 crores in Fiscal 2016 from r479
 crores in Fiscal 2015.
 There are no material changes affecting the financial position of the
 Company subsequent to the close of the Fiscal 2016 till the date of
 this report.
 During the Fiscal 2016, the Company had issued on a Rights basis
 Ordinary Shares (including the rights offering to ADR holders) and ''A''
 Ordinary Shares aggregating Rs.7,500 crores. The particulars as required
 under Section 134 of the Companies Act, 2013 (Act) read with Rule 4
 of the Companies (Share Capital and Debentures) Rules, 2014 on issue of
 equity shares with differential voting rights on Rights basis during
 the Fiscal Year is annexed as Annexure 1.
 There are no significant material orders passed by the Regulators or
 Courts or Tribunal which would impact the going concern status of the
 Company and its future operation. However, Members attention is drawn
 to the Statement on Contingent Liabilities and commitments in the Notes
 forming part of the Financial Statement.
 The Risk Management Committee (RMC) comprising of 4 Independent
 Directors, has been entrusted with responsibility to assist the Board
 in (a) overseeing the Company''s risk management process and controls,
 risk tolerance and capital liquidity and funding; (b) setting strategic
 plans and objectives for risk management and review of risk assessment
 of the Company (c) review the Company''s risk appetite and strategy
 relating to key risks, including credit risk, liquidity and funding
 risk, market risk, product risk and reputational risk as well as the
 guidelines, policies and processes for monitoring and mitigating such
 The Committee operates as per its Charter approved by the Board and
 within the broad guidelines laid down in it. The Company has a Risk
 Management Policy in accordance with the provisions of the Act and the
 Securities and Exchange Board of India (Listing Obligations and
 Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).
 It establishes various levels of accountability and overview within the
 Company, while vesting identified managers with responsibility for
 each significant risk.
 The Board takes responsibility for the overall process of risk
 management in the organisation. Through Enterprise Risk Management
 Programme, Business Units, Corporate functions address opportunities
 and the attendant risks through an institutionalized approach aligned
 to the Company''s objectives. This is facilitated by Internal Audit. The
 business risk is managed through cross functional involvement and
 communication across businesses. The results of the risk assessment and
 residual risks are thoroughly discussed with the Senior Management
 before being presented to RMC.
 Details of internal financial control and its adequacy are included in
 the Management Discussion and Analysis Report, which forms part of this
 The Tata Motors Group employed 76,598 permanent employees (previous
 year: 73,485 employees) as of the year end. The Company employed 26,569
 permanent employees (previous year: 27,997 employees) as of the year
 end. The Tata Motors Group has generally enjoyed cordial relations with
 its employees and workers.
 All employees in India belonging to the operative grades are members of
 labour unions except at our Sanand and Dharwad plants.  All the wage
 agreements have been renewed in a timely manner and are all valid and
 subsisting. Operatives and Unions support in implementation of reforms
 that impact quality, cost erosion and improvements in productivity
 across all locations is commendable.
 Safety & Health  Performance and Initiatives
 As part of Company''s Safety Excellence Journey which aims to achieve
 ultimate goal of Zero Injuries to its employees and all stakeholders
 associated with the Company''s operations, Company provides a safe and
 healthy workplace focusing on creating right Safety Culture across the
 The Company has identified four drivers behaviors which will help keep
 moving in this journey and attain Zero Injury viz. the drivers are
 engaged at all levels; governance; robust safety processes and
 improving safe behaviors.
 The Company''s India operation, has achieved improved performance with
 Lost Time Injury Frequency Rate (LTIFR) being 0.17 for the Fiscal 2016,
 a reduction in injury rate by 15% over Fiscal 2015. While overall
 safety performance has improved but there was one fatality during the
 year, involving a customer sales employee in a road incident while on
 the job.
 All Manufacturing Plants in India of the Company are certified to ISO
 14001 - Environment Management Systems and are also certified to OHSAS
 18001  Occupational Health & Safety Management System.  Further, all
 CV Manufacturing Plants in India are certified to ISO 50001 - Energy
 Management System. The Company has undertaken several initiatives for
 resource conservation such as re-cycling of treated effluents back to
 process, energy and material recovery from hazardous wastes and
 rainwater harvesting. Manufacturing plants also generate in-house
 renewable power and source off -site green power where available.
 The Senior Leadership is fully committed and engaged in safety and
 health journey and has set up a very robust Governance and Engagement
 model at various level right from having Safety Health and Environment
 Committee at Board, Business, Site, Corporate, Sub- committees and
 Factory Implementation Committees.
 The Company continued Campaign ''i-drive safe'' an initiative on
 building a safe driving culture amongst its employee and associates and
 have trained them Defensive Driving. In excess of 19,103 employees and
 associates till date have been trained under this campaign, initiated
 few years ago.
 In line with Safety and Health Policy, to enhance safety standards of
 its business partners, the Company engages supply chain for safety.
 The objective of such engagement is to raise the Safety standards of
 dealer workshops. Jagruti  Safety Awareness Building Campaign for
 Workshop Managers is a year-long campaign focused on building awareness
 on safety and understanding of the Company''s expectations on Dealers
 Workshop Safety. This programme is collaboration of the Company,
 Castrol and training partner ICECD. The year-long campaign aims to
 cover works managers/representatives of 2,000 workshops (CV & PV)
 across India by January 2017. In Fiscal 2016, 21 sessions are conducted
 covering 565 workshops.
 In health area, the Company under the ''Health Plus Because you matter!''
 initiative engaged employees on various subject of Health.  Series of
 initiatives like awareness sessions, mailers, etc. have been conducted
 under this initiative. For Food Safety, HACCP Certification process
 has been started at plant canteens.
 The Jaguar Land Rover business drives its health and safety ambition
 through its campaign - Destination Zero  A Journey to Zero Harm.  This
 is overseen by the statements on the Jaguar Land Rover, ''Blueprint for
 Lasting Success''with the overall commitment that states Our most
 valuable asset is our people, nothing is more important than their
 safety and wellbeing. Our co-workers and families rely on this
 commitment. There can be no compromise. The business maintains its
 accreditation to the external standard of OHSAS 18001, with all the UK
 locations accredited to the standard through a series of annual
 external assessments. The business has reviewed and re-launched its
 internal safety assessment process SHARP (Safety and Health Assessment
 Review Process) within its manufacturing locations. The Lost Time Case
 Rate in terms of incidents has remained steady with around 7.0%
 improvement over previous year''s performance, against a backdrop of
 massive growth and increased headcount and volumes within the business.
 The activities deployed to deliver this ambition of Zero Harm are
 underpinned with everyone being encouraged to understand and take
 responsibility for their own and their fellow workers safety and
 wellbeing. Each functional area has ability to build their own plans of
 activities to drive the performance within their own area of
 responsibility. During last year the business has launched the
 Wellbeing Charter  an externally assessed framework to deliver
 excellence in wellbeing activities and strategies. This is a journey
 Jaguar Land Rover is embarking on, to achieve and sustain excellence in
 this subject. In the last quarter the business received its first
 recognition on this journey by being awarded the ''Commitment Level''in
 the framework.
 TDCV Korea achieved an improvement in Safety Index to 0.33 from 1.15 in
 Fiscal 2016. There has been continued leadership commitment and
 engagement with focus in areas safety communication, risk assessment,
 improving capabilities of employees for emergency situations.
 TMTL, Thailand and TMSA, South Africa sustained good performance in
 area of Safety and Health during Fiscal 2016.
 Prevention of Sexual Harassment
 The Company has zero tolerance for sexual harassment at workplace and
 has adopted a Policy on prevention, prohibition and redressal of sexual
 harassment at workplace in line with the provisions of the Sexual
 Harassment of Women at Workplace (Prevention, Prohibition and
 Redressal) Act, 2013 and the Rules thereunder for prevention and
 redressal of complaints of sexual harassment at workplace. The Company
 is committed to providing equal opportunities without regard to their
 race, caste, sex, religion, colour, nationality, disability, etc. All
 women associates (permanent, temporary, contractual and trainees) as
 well as any women visiting the Company''s office premises or women
 service providers are covered under this Policy.  All employees are
 treated with dignity with a view to maintain a work environment free of
 sexual harassment whether physical, verbal or psychological.
 During the Fiscal 2016, the Company has received 7 complaints on sexual
 harassments, which have been substantiated and appropriate actions were
 taken. The Company organized 15 workshops or awareness program against
 sexual harassment. There were no complaints pending for more than 90
 days during the year.
 Similar initiatives on Prevention of Sexual Harassment are in place
 across the Tata Motors Group of companies.
 Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the
 Business Responsibility Report (BRR) initiatives taken from an
 environmental, social and governance perspective, in the prescribed
 format is available as a separate section of the Annual Report and also
 hosted on the Company''s website
 During the year, the free cash flows for Tata Motors Group were Rs.6,543
 crores, post spend on capex, design and development of Rs.32,623 crores.
 Tata Motors Group''s borrowing as at March 31, 2016 stood at r70,468
 crores (as at March 31, 2015: Rs.73,610 crores). Cash and bank balances
 and investments in mutual funds stood at r52,091 crores (as at March
 31, 2015: Rs.46,174 crores). With healthy profitability and cash flow
 generation, the Consolidated Net Automotive Debt to Equity Ratio stood
 at (0.01) as at March 31, 2016 as compared to 0.19 as at March 31,
 The Cash flows from operations were positive Rs.2,346 crores for
 standalone operations of the Company. Spend on capex, design and
 development were Rs.2,982 crores (net). The borrowings of the Company as
 at March 31, 2016 stood at r15,887 crores (as at March 31, 2015:
 Rs.21,134 crores). Cash and bank balances including mutual funds stood at
 Rs.2,188 crores (as at March 31, 2015: Rs.945 crores).
 The Company did a Rights Issue for Rs.7,498 crores (US.2 billion) by
 allotting 15,04,90,480 Ordinary shares (including 3,20,49,820 shares
 underlying the ADRs) of Rs. 2 each at a premium of Rs.448 per share,
 aggregating Rs.6,772.07 crores and 2,65,09,759 ''A''Ordinary shares of Rs.2
 each at a premium of Rs.269 per share, aggregating Rs.718.42 crores.  As
 per the object of the Issue, the proceeds of Rs.500 crores from the share
 issue have been used for funding expenditure towards plant and
 machinery, Rs.1,500 crores towards research and product development,
 Rs.4,000 crores towards repayment in full or in part of certain long-term
 and short-term borrowings and Rs.1,401.10 crores towards general
 corporate purposes.
 The Company prepaid Rs.140 crores of its unsecured 10% NCD due in 2019
 and Rs.10 crores of its unsecured 10.30% NCD due in 2018.
 At JLR, post spend on capex, design and development of GB2,806 million
 (Rs.27,673 crores), the free cash flows were GB791 million (Rs.7,550
 crores) for Fiscal 2016. The borrowings of JLR as at March 31, 2016,
 stood at GB2,500 million (Rs.23,863 crores) [previous year: GB2,550
 million (Rs.23,574 crores)]. Cash and financial deposits stood at
 GB4,651million (r44,394 crores) [previous year: GB4,263 million
 (Rs.39,411 crores)]. Additionally, JLR has undrawn committed long term
 bank lines of GB1,875 million (JLR data as per IFRS).
 TML Holdings Pte Ltd, Singapore, a 100% subsidiary of the Company,
 holding the investment in Jaguar Land Rover and other foreign
 subsidiaries has refinanced existing unsecured multi currency loan of
 US0 million (US0 million and SG.8 million maturing in November
 2017 and US0 million and SG4 million maturing in November 2019)
 by a new syndicated loan of US0 million (US0 million maturing in
 October 2020 and US0 million maturing in October 2022). Subsequently
 TML Holdings Pte Ltd, Singapore has also refinanced the existing
 SG0 million 4.25% Senior notes due in May 2018 by a new syndicated
 loan of US0 million maturing in March 2020.
 Tata Motors Finance Limited has raised an amount aggregating to r434
 crores by way of Non-Participating Cumulative Compulsorily Convertible
 Preference Shares which qualified as Tier 1 capital to meet growth and
 maintain capital adequacy ratio. There has been no fresh issuance of
 perpetual debt instruments or subordinated debt instruments/debentures
 towards Tier 1 and Tier 2 Capital in Fiscal 2016.
 Tata Motors Group has undertaken and will continue to implement
 suitable steps for raising long term resources to match fund
 requirements and to optimise its loan maturity profile.
 During the year, the Company''s rating for Foreign Currency Borrowings
 was retained at Ba2/Stable by Moody''s and was retained by Standard &
 Poors to BB/with change in outlook to Stable. For borrowings in the
 local currency, the ratings was retained by Crisil at AA/Stable and
 by ICRA at AA/Stable. The Non-Convertible Debentures and Long Term
 Bank facilities i.e.  (Buyers Credit) rating by CARE was retained at
 AA/Stable. During the year, JLR''s rating was retained by Moody''s at
 Ba2/Positive and was retained by Standard & Poors at BB/with change
 in outlook to Stable for Tata Motors Finance, CRISIL has maintained its
 rating on long-term debt instruments and bank facilities to CRISIL AA/
 A1 / Stable and ICRA has maintained its rating at AA/Stable for long
 The Company has not accepted any deposits from the public falling in
 the ambit of Section 73 of the Act and The Companies (Acceptance of
 Deposits) Rules, 2014.
 As provided under Section 92(3) of the Act, the details forming part of
 the extract of the Annual Return is annexed herewith in Form MGT 9
 Annexure 2
 Information Technology Initiatives
 The Company is a forerunner in the Industry to adopt new technologies
 in the evolving digital area. The Company has a well- defined IT
 roadmap which revolves around user experience, mobility, analytics and
 cloud driven flexible infrastructure. It leverages its strong
 partnerships with product and services companies to harness the
 potential of Information Technology for ensuring execution of business
 initiatives towards a competitive advantage. The major highlights of IT
 at the Company are:
 - Major technology upgrades undertaken including ERP, CRM, Analytics
 systems to make the systems current and leverage new versions''mobile
 friendly capabilities
 - Implemented key projects in Supplier Relationship Management,
 comprehensively digitizing supplier processes to deliver speed, optimum
 in-line inventory and transparency
 - Enabling World Class Quality initiative of the Company through key IT
 interventions on the shop floor e.g. Project Tantra for poka yoke on
 key aggregates
 - IT has enabled customer care initiatives like implementation of
 Theory of Constraints in Spare Parts to improve parts availability, and
 reengineering the accident repair process for faster deliveries of
 repaired vehicles to customers 
 - Digital initiatives like job cards on tablets, customer self-service
 app, a new mobile friendly intranet and device and browser independent
 CRM in it upgraded avatar
 - The IT initiatives towards the journey to digital readiness have been
 acknowledged with many industry awards including the Digitalist, Jewels
 of Digital, IDC Insights Award for Employee engagement, CIO Power List
 (Automotive Icon and Cloud Icon)
 - Greater systematic collaboration with subsidiaries leveraging IT
 leadership in Tata Motors. A key achievement has been extension of
 collaboration solution to six subsidiaries
 - Strengthening information security through multiple initiatives under
 ISO 27000 framework while covering mobiles under enterprise security
 - Playing a leading role in AutoDx, the EDI initiative under the SIAM
 ACMA umbrella. AutoDX transactions have rapidly and successfully scaled
 up in Fiscal 2016.
 Information Technology initiatives and Digital Business roadmap would
 help the Company in being forefront of automotive industry supporting
 business growth and innovation to strengthen the Company''s core
 technology capabilities.
 Digital Product Development Systems Initiatives
 The Company has constantly adopted new technologies and practices in
 digital product development domain to improve the product development
 process. This has led to having a better front loading of product
 creation, validation and testing towards timely delivery and getting
 the new products first time right.  Niche integration tools, systems
 and processes continue to be enhanced in the areas of CAx, Knowledge
 Based Engineering (KBE), Product Lifecycle Management (PLM) and
 Manufacturing Planning Management (MPM) for more efficient end-to-end
 delivery of the product development process.
 Some of the key enhancements done in digital product development domain
 - Embedding manufacturing feasibility and DFx in engineering and design
 to early detection and resolution of feasibility issues
 - Enhancement of virtual simulation capability leading to front loading
 of activities, e.g. in crash
 - Enhancement of PLM and addition of new functionality for process
 control and collaboration like auto fl ashing of ECU at dealer
 location, vehicle feature list release process and change management
 - Implementation of 15 new KBE applications in the area of design and
 safety, e.g. dashboard reflection analysis, seat comfort analysis, etc
 - Enhancement of product visualization process for realistic
 evaluations and showcasing the in-mobility applications
 - Development of new 3D product data visualization application for
 aiding downstream agencies for better decision making
 - Improved utilisation of Digital Manufacturing Planning and Factory
 Simulation shop floor in the form of 3D work instructions for shop floor 
 Jaguar Land Rover (JLR)
 JLR continues its business transformational initiative, ''i-PLM'',
 delivered through a strategic partnership with a leading software
 technology provider. At the core of i-PLM is the philosophy of ''Single
 Source of Truth'', author once and consume everywhere. This vision and
 the close alignment with the software platform, delivers a simplified
 product creation landscape which eliminates inefficient integration
 issues at source.
 This transformational journey has begun with the implementation of the
 vision for one vehicle programme that has moved from its legacy
 systems, with several more to follow over the next few months and the
 support processes and team for the new solution are active with a very
 high level of customer satisfaction.
 Tata Daewoo Commercial Vehicles (TDCV)
 TDCV continued the momentum of focusing on quality and speed in its
 digital product creation processes. As part of this, PLM application
 server infrastructure was refreshed, consolidated with the latest
 hardware and virtualization technology, enabling implementation of
 critical application suite resulting in improved availability.
 Tata Technologies Limited (TTL)
 TTL continued to invest in new technological advancements as part of
 the hardware and software upgrades. It initiated a Virtua Desktop
 Infrastructure (VDI) setup in the training area to facilitate faster
 deployment of CAD/CAE/PLM software applications in a virtua
 Tata Motors European Technical Centre (TMETC)
 TMETC upgraded its data center infrastructure for PLM to the best in
 class virtualised environment. It implemented high performance
 computing to enable faster digital validation. Knowledge Based
 Engineering Applications were introduced in the engineering and design
 The Company is working on several electrification, hybridisation and
 alternate fuel technologies in addition to developing technologies that
 improve the footprint of conventional powertrains. Some of the key
 areas are enlisted below:
 Fully electric versions of small commercial vehicles aimed at complying
 to regulatory environment in crowded areas of cities where they ply,
 proving Company''s thrust on cutting edge technologies -Hybrid electric
 vehicles for passenger cars which are at various stages of maturity
 - Delivery of diesel series hybrid buses to the city of Mumbai in near
 future based on successful fleet operation of CNG hybrid buses in
 Madrid, Spain which has covered close to a million kilometers in
 revenue service
 - Fuel cell version of the hybrid bus as well as full electric buses,
 based on large format battery packs and overhead current collectors
 - Dual fuel technology (CNG plus diesel) developed and limited field
 trials conducted
 - Development of fuel efficient driveline oil (transmission and axle)
 enhancing customer delight
 - Fuel efficiency improvement by implementing variable valve timing
 and variable oil pump technologies on passenger car gasoline engine
 - Continuation of fuel efficiency improvement initiatives on
 passenger and commercial vehicles through software features in engine
 management system & vehicle level parameter optimization.
 Tata Motors announces consolidated financial results on a quarterly
 basis. As required under the SEBI Listing Regulations, consolidated 
 financial statements of the Company and its subsidiaries, prepared in
 accordance with Accounting Standard 21 issued by the Institute of
 Chartered Accountants of India, form part of the Annual Report and are
 reflected in the consolidated financial statements of the Company.
 Pursuant to Section 129(3) of the Act, a statement containing the
 salient features of the financial statements of the subsidiary
 companies is attached to the financial statements in Form AOC-1. The
 Company will make available the said financial statements and related
 detailed information of the subsidiary companies upon the request by
 any member of the Company or its subsidiary companies. These financial
 statements will also be kept open for inspection by any member at the
 Registered Office of the Company and the subsidiary companies.
 Pursuant to the provisions of Section 136 of the Act, the financial
 statements of the Company, consolidated financial statements along
 with relevant documents and separate audited accounts in respect of
 subsidiaries, are available on the website of the Company.
 The Company had 77 (direct and indirect) subsidiaries (11 in India and
 66 abroad) as on March 31, 2016, as disclosed in the accounts.
 During the year, the following changes have taken place in subsidiary
 Subsidiary companies formed/acquired:
 - TMNL Motor Services Nigeria Limited was incorporated with effect
 from September 2, 2015
 - Jaguar Land Rover Limited acquired Silkplan Limited with effect
 from April 16, 2015
 Jaguar Land Rover Slovakia s.r.o was incorporated with effect from
 August 27, 2015
 Jaguar Land Rover Singapore Pte. Limited was incorporated with effect
 from November 25, 2015
 Jaguar Racing Limited was incorporated with effect from February 2,
 Inmotion Ventures Limited was incorporated with effect from March 18,
 Companies ceasing to be subsidiary companies/ceased operations:
 Land Rover Parts Limited was dissolved and struck off with effect from
 July 14, 2015
 Name changes
 -Jaguar e Land Rover Brasil Importacao e Comercia de Veiculos Ltda was
 renamed as Jaguar e Land Rover Brasil Industria e Comercio de Veiculos
 LTDA with eff ect from February 10, 2016
 Capital Re-structuring/change in nature of Company
 The Company''s entire shareholding in Sheba Properties Limited, a wholly
 owned subsidiary, was sold to Tata Motors Finance Limited, another
 direct subsidiary of the Company with effect from March 31, 2016
 Tata Motors Finance Solutions Pvt. Ltd. was converted into a public
 limited company named Tata Motors Finance Solutions Ltd. with effect
 from June 4, 2015.
 Besides the above, Jaguar Land Rover continued to integrate/
 restructure legal entities for manufacturing and for exporting globally
 as combined brand legal entities. Other than the above, there has been
 no material change in the nature of business of the subsidiary
 Joint Ventures and Associate Companies
 As at March 31, 2016, Tata Motors had 6 Associate Companies and 6 Joint
 Ventures. One of these Joint Ventures has 13 wholly owned subsidiaries,
 details of the same are disclosed in the accounts. During the year
 there were no changes in any of the Associates and Joint Ventures of
 the Company.
 The Company has adopted a Policy for determining Materia Subsidiaries
 and is available on the Company''s website (www.
 The information on conservation of energy, technology absorption and
 foreign exchange earnings and outgo stipulated under Section 134(3) (m)
 of the Act, read along with Rule 8 of the Companies (Accounts) Rules,
 2014, is annexed as Annexure 3.
 A separate section on Corporate Governance forming part of the Board''s
 Report and the certificate from the Practicing Company Secretary 
 confirming compliance of Corporate Governance norms as stipulated in
 Regulation 34 read along with Schedule V of the SEBI Listing
 Regulations is included in the Annual Report.
 During the year under review, on the recommendation of Nomination and
 Remuneration Committee (NRC) and in accordance with provisions of
 Section 161 of the Act, Mr Guenter Butschek was appointed as an
 Additional Director with effect from February 15, 2016 and holds office 
 upto the date of the forthcoming Annual General Meeting (AGM) and
 being eligible has offered himself for appointment as Director. Mr
 Butschek is appointed as Chief Executive Officer and Managing Director
 of the Company for a period of 5 years with effect from February 15,
 2016, subject to approval of Members and the Central Government.
 Mr Ravindra Pisharody, Executive Director (Commercial Vehicles) is
 being re-appointed w.e.f July 1, 2016 upto November 24, 2020 (upon the
 termination of the existing contract w.e.f July 1, 2016) and in
 accordance with the provisions of the Act and the Articles of
 Association of the Company, Mr Pisharody retires by rotation and is
 eligible for re-appointment.
 Mr Satish Borwankar, Executive Director (Quality) is being re-appointed
 w.e.f July 1, 2016 upto July 15, 2017 (upon the termination of the
 existing contract w.e.f July 1, 2016).
 There was no change in the composition of the Board during Fiscal 2016,
 other than appointment of Mr Butschek, CEO and Managing Director of the
 The disclosures required pursuant to Regulation 36 of SEBI Listing
 Regulations are given in the Notice of the AGM, forming part of the
 Annual Report and disclosure pursuant to Schedule V, Part II, proviso
 of Section II B(iv)IV of the Act and Schedule V of SEBI Listing
 Regulations is annexed hereto as Annexure 4.
 Attention of the Members is invited to the relevant items in the Notice
 of the AGM and the Explanatory Statement thereto.
 Independent Directors
 Pursuant to the provisions of Section 149 of the Act read along with
 the Rules framed thereunder and the Resolutions passed by the Members
 at the Annual General Meeting held on July 31, 2014, Mr N Munjee, Mr V
 K Jairath and Ms Falguni Nayar would continue as Independent Directors
 upto July 30, 2019. Mr Nusli Wadia, Dr Raghunath Mashelkar and Mr
 Subodh Bhargava would continue as Independent Directors upto February
 14, 2019, December 31, 2017 and March 29, 2017, respectively, as per
 the Governance Guidelines adopted by the Company All Independent
 Directors have given declarations that they meet the criteria of
 independence as laid down under Section 149(6) of the Act and
 Regulation 16 of the SEBI Listing Regulations.
 During the year under review, the Company designated Mr Guenter
 Butschek as Chief Executive Officer and Managing Director of the
 Company as one of the Key Managerial Personnel (KMP), under Section 203
 of the Act, with effect from February 15, 2016. The following
 Directors/Executives continued as KMPs of the Company during Fiscal
 Mr Ravindra Pisharody, Executive Director (Commercial Vehicles) Mr
 Satish Borwankar, Executive Director (Quality)
 - Mr C Ramakrishnan, Group Chief Financial Officer *
 - Mr Hoshang Sethna, Company Secretary
 -(Superannuated on June 30, 2015 and Re appointed as Group Chief
 Financial Of cer w.e.f. July 1, 2015)
 During the year under review, the Company adhered to the Governance
 Guidelines on Board Eff ectiveness. The Governance Guidelines cover
 aspects related to composition and role of the Board, Chairman and
 Directors, Board diversity, definition of independence, director term,
 retirement age and Committees of the Board. It also covers aspects
 relating to nomination, appointment, induction and development of
 directors, director remuneration, subsidiary oversight, Code of
 Conduct, Board Effectiveness Review and Mandates of Board Committees.
 Selection and procedure for nomination and appointment of Directors
 The NRC is responsible for developing competency requirements for the
 Board based on the industry and strategy of the Company. The Board
 composition analysis reflects in-depth understanding of the Company,
 including its strategies, environment, operations, financia condition
 and compliance requirements.
 The NRC conducts a gap analysis to refresh the Board on a periodic
 basis, including each time a Director''s appointment or re- appointment
 is required. The Committee is also responsible for reviewing and
 vetting the CVs of potential candidates vis--vis the required
 competencies, undertake a reference and due diligence and meeting
 potential candidates, prior to making recommendations of their
 nomination to the Board. At the time of appointment, specific
 requirements for the position, including expert knowledge expected, is
 communicated to the appointee.
 Criteria for Determining Qualifications, Positive Attributes and
 Independence of a Director
 The NRC has formulated the criteria for determining qualifications,
 positive attributes and independence of Directors in terms of
 provisions of Section 178 (3) of the Act and Regulation 19 read along
 with Schedule II of SEBI Listing Regulations, which is annexed as
 Annexure 5.
 The Company has in place a Remuneration Policy for the Directors, Key
 Managerial Personnel and other employees, pursuant to the provisions of
 the Act and Regulation 19 of SEBI Listing Regulations, and the same is
 annexed as Annexure 6.
 Pursuant to the provisions of the Act and the Corporate Governance
 requirements as prescribed by SEBI Listing Regulations, the Board has
 carried out an annual evaluation of its own performance and that of its
 Committees and individual Directors.
 The performance of the Board and individual Directors was evaluated by
 the Board seeking inputs from all the Directors. The performance of the
 Committees was evaluated by the Board seeking inputs from the Committee
 Members. The NRC reviewed the performance of the individual Directors,
 a separate meeting of Independent Directors was also held to review the
 performance of Non-Independent Directors, performance of the Board as a
 whole and performance of the Chairman of the Company, taking into
 account the views of CEO and MD, Executive Directors and Non-Executive
 Directors. This was followed by a Board Meeting that discussed the
 performance of the Board, its Committees and individual Directors.
 The criteria for performance evaluation of the Board included aspects
 like Board composition and structure, effectiveness of Board
 processes, information and functioning etc. The criteria for
 performance evaluation of Committees of the Board included aspects like
 composition of Committees, effectiveness of Committee meetings etc.
 The criteria for performance evaluation of the individual Directors
 included aspects on contribution to the Board and Committee meetings
 like preparedness on the issues to be discussed, meaningful and
 constructive contribution and inputs in meetings etc. In addition, the
 Chairman was also evaluated on the key aspects of his role.
 The details of the programme for familiarisation of the Independent
 Directors with the Company in respect of their roles, rights,
 responsibilities in the Company, nature of the industry in which
 Company operates, business model of the Company and related matters are
 put up on the website of the Company. (
 com/investors/pdf/familiarisation-programme-independent- directors.pdf
 Details of the composition of the Board and its Committees, Meetings
 held, attendance of the Directors at such Meetings and other relevant
 details are provided in the Corporate Governance Report.
 During the year under review, 10 Board Meetings were convened and held.
 The Company has adopted a Whistle Blower Policy establishing vigil
 mechanism, to provide a formal mechanism to the Directors and employees
 to report their concerns about unethical behaviour, actual or suspected
 fraud or violation of the Company''s Code of Conduct or Ethics Policy.
 The Policy provides for adequate safeguards against victimization of
 employees who avail of the mechanism and also provides for direct
 access to the Chairman of the Audit Committee.  It is affirmed that no
 personnel of the Company has been denied access to the Audit Committee.
 The Policy of vigil mechanism is available on the Company''s website
 ( pdf/whistle-blower-policy.pdf/).
 The information on employees who were in receipt of remuneration of not
 less than Rs.60 lakhs during the year or Rs.5 lakhs per month during
 any part of the said year as required under Section 197(12) of the Act
 read with Rule 5 of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014 is provided in the Annexure forming
 part of the Report. In terms of proviso to Section 136(1) of the Act,
 the Report and Accounts are being sent to the shareholders excluding
 the aforesaid Annexure. The said statement is also open for inspection
 at the registered office of the Company. Any member interested in
 obtaining a copy of the same may write to the Company Secretary.
 Disclosure pertaining to remuneration and other details as required
 under Section 197(12) of the Act read with rule 5(1) of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
 Annexed to the report as Annexure 4.
 The brief outline of the Corporate Social Responsibility (CSR) Policy
 of the Company and the initiatives undertaken by the Company on CSR
 activities during the year are set out in Annexure 7 of this Report in
 the format prescribed in the Companies (CSR Policy) Rules, 2014. The
 Policy is available on Company''s web-site
 ( pdf/csr-policy-16-17.pdf ).
 The details of Loans, Guarantees or Investments made under Section 186
 of the Act during the year are given below:
                                                        (Rs. in crores)
 No.  Companies           Nature of
                          Transaction     Loans  Guarantees  Investments
 1    TAL Manufacturing 
      Solutions Limited   Inter-corporate 
                          deposits         5.00           -            -
 2    Concorde Motors 
     (India) Limited      Inter-corporate 
                          deposits        15.00           -           
 3    Tata Marcopolo
      Motors Limited      Inter-corporate 
                          deposits        25.00           -            -
 4    TAL Manufacturing 
      Solutions Limited   Investment in 
                          Rights Issue        -           -        15.00
 5    Concorde Motors  
     (India) Limited      Investment in 
                          Rights Issue        -           -        45.00
 6    Tata Hispano 
      Maghreb             Investment in 
                          loans           58.32           -            -
 7    Tata Motors 
      European Technical 
      Centre Plc          Investment in 
                          loans/shares    19.66      158.45*       73.09
 8    Tata Motors 
      Finance Limited     Compulsory 
                          Preference                                   #
                          Shares with
                          call option 
                          to TML
 (i) *Outstanding amount of Guarantee given to University of Warwick for
 development and funding of NAIC
 (ii) #The Company has not invested through CCPS of Rs.434 crores The call
 option is available with the Company to acquire CCPS from investors.
 (iii) Guarantees other than in connection with a loan given to any
 person is given under Note No. 30 (ii) (c) in the Standalone Financial
 Statements in the full Annual Report
 All contracts/arrangements/transactions entered by the Company during
 the financial year with related parties were on an arm''s length basis,
 in the ordinary course of business and were in compliance with the
 applicable provisions of the Act and SEBI Listing Regulations.  There
 are no materially significant Related Party Transactions made by the
 Company with Promoters, Directors, Key Managerial Personnel or other
 designated persons which may have a potential conflict with the
 interest of the Company at large.
 All Related Party Transactions are placed before the Audit Committee
 comprising Mr N Munjee, Chairman, Dr R A Mashelkar, Mr V K Jairath and
 Ms Falguni Nayar being Independent Directors of the Company, for its
 approval. A statement of all Related Party Transactions is placed
 before the Audit Committee for its review on a quarterly basis,
 specifying the nature, value and terms and conditions of the
 The Company has adopted a revised Policy on Related Party Transactions
 to mainly incorporate changes pertaining to substitution of earlier
 Listing Agreement provisions with those of SEBI Listing Regulations and
 providing the parameters for granting omnibus approvals by the Audit
 Committee. The Policy, as approved by the Board, is uploaded on the
 Company''s website (  com/investors/pdf/rpt-policy.pdf ).
 During the Fiscal 2016, there have been no materially significant
 related party transactions between the Company and Directors,
 management, subsidiaries or relatives, as defined under Section 188 of
 the Act and Regulations 23 the SEBI Listing Regulations.
 There are no transactions that are required to be reported in Form
 AOC-2 and as such does not form part of the Report.
 In the 69th Annual General Meeting held on July 31, 2014, M/s.
 Deloitte Haskins & Sells LLP, (DHS), Chartered Accountants have been
 appointed Statutory Auditors of the Company for a period of 3 years. At
 the AGM held on August 13, 2015, the Members ratified the appointment
 of DHS for the 2nd year. Ratification of appointment of Statutory
 Auditors for the 3rd year is being sought from the Members of the
 Company at this AGM. Further, DHS have, under Section 139(1) of the Act
 and the Rules framed thereunder furnished a certificate of their
 eligibility and consent for appointment.
 The report of the Statutory Auditors alongwith notes to Schedules is
 enclosed to this Report. The observations made in the Auditors''Report
 are self-explanatory and therefore do not call for any further
 The Auditor''s Report does not contain any qualification, reservation,
 adverse remark or disclaimer.
 As per Section 148 of the Act, the Company is required to have the
 audit of its cost records conducted by a Cost Accountant in practice.
 The Board of the Company has on the recommendation of the Audit
 Committee, approved the appointment of M/s Mani & Co. having
 registration No.000004 as the Cost Auditors of the Company to conduct
 cost audits pertaining to relevant products prescribed under the
 Companies (Cost Records and Audit) Rules, 2014 as amended from time to
 time for the year ending March 31, 2017 at a remuneration of Rs.5 lakhs
 plus out of pocket expenses.
 It may be noted that the records of the activities under Cost Audit is
 no longer prescribed for Motor Vehicles and certain parts and
 accessories thereof. However, based on the recommendations of the
 Audit Committee, the Board has also approved the appointment of M/s
 Mani & Co. for submission of reports to the Company on cost records
 pertaining to these activities for a remuneration of Rs.15,00,000 (Rupees
 Fifteen Lakhs) for the said financial year.
 M/s Mani & Co., have vast experience in the field of cost audit and
 have conducted the audit of the cost records of the Company for the
 past several years under the provisions of the erstwhile Companies Act,
 Pursuant to the provisions of Section 204 of the Act and the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
 Company has appointed M/s Parikh & Associates, a firm of Company
 Secretaries in practice to undertake the Secretarial Audit of the
 Company. The Report of the Secretarial Audit is annexed herewith as
 Annexure 8. The Secretarial Audit Report does not contain any 
 qualifications, reservation, adverse remarks or disclaimer.
 Based on the framework of internal financial controls and compliance
 systems established and maintained by the Company, work performed by
 the internal, statutory, cost, external agencies and secretarial
 auditors, including audit of internal financial controls over financial
 reporting by the Statutory Auditors and the reviews performed by
 Management and the relevant Board Committees, including the Audit
 Committee, the Board is of the opinion that the Company''s internal 
 financial controls were adequate and effective during Fiscal 2016.
 Accordingly, pursuant to Section 134(5) of the Act, the Board to the
 best of their knowledge and ability, confirm that:
 (a) in the preparation of the annual accounts, the applicable
 accounting standards have been followed and that there are no material
 (b) they have, selected such accounting policies and have applied them
 consistently and made judgments and estimates that are reasonable and
 prudent, so as to give a true and fair view of the state of affairs of
 the Company at the end of the financial year and of the profit of the
 Company for that period;
 (c) they have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Act, for safeguarding the assets of the Company and for preventing and
 detecting fraud and other irregularities;
 (d) they have prepared the annual accounts on a going concern basis;
 (e) they have laid down internal financial controls to be followed by
 the Company and such internal financial controls are adequate and were
 generally operating effectively*; and
 (f ) they have devised proper systems to ensure compliance with the
 provisions of all applicable laws and such systems are adequate and
 operating effectively.
 * please refer to the Section Internal Control Systems and their
 Adequacy in the Management Discussion and Analysis Report.
 The Directors wish to convey their appreciation to all of the Company''s
 employees for their enormous personal efforts as well as their
 collective contribution to the Company''s performance. The Directors
 would also like to thank the employee unions, shareholders, customers,
 dealers, suppliers, bankers, Government and all the other business
 associates for the continuous support given by them to the Company and
 their confidence in its Management.
                                On behalf of the Board of Directors
                                                     CYRUS P MISTRY
 May 30, 2016
Source :
Quick Links for tatamotors
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of is prohibited.