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Tata Motors

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Directors Report Year End : Mar '15    Mar 14
Dear Members,
 The Directors present their Seventieth Annual Report and the Audited
 Statement of Accounts for Fiscal 2015.
 (Rs. in crores)
                                              Fiscal 2015    Fiscal 2014
 Gross revenue                                39,524.34       37,758.00
 Net revenue (excluding excise duty)          36,294.74       34,288.11
 Total expenditure                            37,094.75       34,754.86
 Operating profit / (loss)                     (800.01)        (466.75)
 Other income                                  1,881.41        3,833.03
 Profit before interest, depreciation,
 amortization, exceptional item                1,081.40        3,366.28
 and tax
 Finance cost                                  1,611.68        1,353.18
 Cash profit                                   (530.28)        2,013.10
 Depreciation, amortization and product
 development / engineering                     3,040.69        2,499.04
 Profit / (loss) for year before
 exceptional items and tax                    (3,570.97)       (485.94)
 Exceptional items - loss (net)                  403.75          539.86
 Profit / (loss) before tax                  (3,974.72)      (1,025.80)
 Tax expenses / (credit)                         764.23      (1,360.32)
 Profit / (loss) after tax                   (4,738.95)          334.52
 Share of minority interest and share
 of profit of associates (net)                      -               -
 Profit / (loss) for the year                (4,738.95)          334.52
 Profit / (loss) for the year                (4,738.95)          334.52
 Balance brought forward from                    977.59        1,342.79
 previous year
 Amount available for appropriations         (3,761.36)        1,677.31
 Less: appropriations / (transfer from)
 General Reserve                                      -           33.45
 Other Reserves
 Dividend (including dividend                   (93.40)          666.27
 distribution tax)
 Balance carried to Balance Sheet            (3,667.96)          977.59
                                                Tata Motors Group
                                         Fiscal 2015     Fiscal 2014
 Gross revenue                            266,345.25     236,626.43
 Net revenue (excluding excise duty)      262,796.33     232,833.66
 Total expenditure                        220,682.51     195,415.09
 Operating profit / (loss)                 42,113.82      37,418.57
 Other income                                 898.74         828.59
 Profit before interest, depreciation,
 amortization, exceptional item            43,012.56      38,247.16
 and tax
 Finance cost                               4,861.49       4,749.44
 Cash profit                               38,151.07      33,497.72
 Depreciation, amortization and product
 development / engineering                 16,263.80      13,643.37
 Profit / (loss) for year before
 exceptional items and tax                 21,887.27      19,854.35
 Exceptional items - loss (net)               184.71         985.38
 Profit / (loss) before tax                21,702.56      18,868.97
 Tax expenses / (credit)                    7,642.91       4,764.79
 Profit / (loss) after tax                 14,059.65      14,104.18
 Share of minority interest and share
 of profit of associates (net)               (73.36)       (113.16)
 Profit / (loss) for the year              13,986.29      13,991.02
 Profit / (loss) for the year              13,986.29      13,991.02
 Balance brought forward from              40,530.48      27,305.87
 previous year
 Amount available for appropriations       54,516.77      41,296.89
 Less: appropriations / (transfer from)
 General Reserve                               21.00          54.45
 Other Reserves                                39.52          21.88
 Dividend (including dividend                (30.92)         690.08
 distribution tax)
 Balance carried to Balance Sheet           54,487.17      40,530.48
 Considering the continued weak operating environment in the standalone
 business and in view of the losses for the year, no dividend is
 permitted to be paid to the Members for Fiscal 2015, as per the
 Companies (Declaration and Payment of Dividend) Rules, 2014.
 The loss for the Fiscal Year is Rs.4,738.95 crores. After the
 appropriation, the balance of Rs.3,667.96 crores deficit is debited to
 the Profit and Loss account.
 The Global growth remained moderate in Fiscal 2015 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 some large emerging market economies and oil & raw
 material exporting economies. The US economy has been creating jobs
 resulting in decline in unemployment rate and its housing market as
 well as stock indicator have moved up demonstrating the continued
 recovery in the US. Euro zone was in recession for much of 2014, but
 showed signs of pickup in the fourth quarter and in early 2015.
 Eurozone is expected to benefit from QE supported by lower oil prices,
 lower interest rates and weaker Euro. UK grew by 2.6% in 2014, backed
 by consumer spending on account of lower inflation and higher wage
 growth.  In China the growth rate declined, reflecting a slowdown in
 the broader economic parameters including in the real estate sector.
 But government continued to support the economy with several measures
 including the easing of monetary policy. India's economic growth rate
 in Fiscal 2015 came at 7.3% (Previous Year 6.9%. (4.7% as per earlier
 methodology). India's economy was in the midst of a recovery with lower
 fiscal and current account deficit, slowing inflation, lowering
 interest rate and weak commodity prices coupled with steep decline in
 oil price over the previous year. All these led to revival and growth
 in some sector of the economy. As a result, the domestic auto industry
 witnessed growth during the fiscal year 2015, after witnessing
 de-growth in the previous fiscal year. Expectation of higher capital
 formation, revival in the areas of mining, and quarrying as well as
 manufacturing initiated the replacement of old vehicles and thus
 supported the growth for the domestic auto industry.
 The Tata Motors Group recorded a 12.6% growth in gross turnover to
 Rs.266,345 crores in Fiscal 2015 from Rs.236,626 crores in the previous
 year. This is the highest turnover recorded by the Group. The
 consolidated revenue (net of excise) for Fiscal 2015 of Rs.262,796
 crores grew by 12.9% over last year on the back of strong growth in
 wholesale volumes across products and richer product mix markets at
 Jaguar Land Rover and strong M&HCV sales in India (during second half
 of the year). The consolidated EBITDA margins for Fiscal 2015 stood at
 16.0%.  Consequently, Profit Before Tax and Profit After Tax were
 Rs.21,703 crores and Rs. 13,986 crores respectively.
 Tata Motors Limited recorded a gross turnover of Rs.39,524 crores, 4.7%
 higher from Rs.37,758 crores in the previous year. Improved freight
 availability and improved profitability of truck operators, fleet
 replacement demand mainly in the high tonnage segment, supported the
 Company sales growth. However, the need to increase marketing expenses
 on account of severe competitive intensity and depressed market
 scenario has impacted EBITDA margins decreasing it from negative 1.4%
 to negative 2.2% for Fiscal 2015. Loss Before Tax and After Tax for the
 Fiscal 2015 were lower at Rs.3,975 crores and Rs.4,739 crores
 respectively, as compared to Loss Before Tax of Rs. 1,026 crores and
 Profit After Tax of Rs. 335 crores, respectively for the corresponding
 period last year.
 The Company is focused on growth and achieving profitability through a
 superior new product pipeline along with a renewed commitment to
 enhance quality and customer service and reduce costs. During the year,
 the Company had launched Zest, Bolt, and Ultra Truck which has received
 an encouraging response from the customers. As a part of the Horizonext
 strategy, the Company is committed to introduce new, modified and
 refreshed products which will improve the Company's revenue. Investment
 in right products and vehicle platform are being made to ensure a
 competitive pipeline for the future. Together with forward looking
 product strategy, the Company is also focusing extensively in right
 sizing the business and operational improvement through various
 strategic projects for operational excellence and cost cutting
 Jaguar Land Rover (JLR) recorded revenue of GB21,866 million for
 Fiscal 2015, up by 12.8% from GB19,386 million compared to the
 previous year. JLR had a successful year of continued growth in the
 majority of markets with wholesale volumes for the full year up by
 9.5%, reflecting the continued success of the Range Rover, Range Rover
 Sport and the Jaguar F-TYPE. More established models have also been
 performing well, such as the Land Rover Discovery and the Range Rover
 Evoque. Consolidated EBITDA for Fiscal 2015 was a record GB4,132
 million, up by 21.8% as compared to Fiscal 2014. The EBITDA improvement
 comprises increased wholesale volumes and revenues, as well as a
 favourable product and market mix. Profit Before Tax (PBT) for
 Fiscal 2015 was GB2,614 million, an increase of GB113 million
 (4.5%) compared to the previous year.
 JLR also incurred one off costs of GB77 million for the successful
 partial redemption of the higher coupon GB500 million 2020 Notes and
 the US0 million 2021 Notes (with respective 8.250% and 8.125%
 coupons). The bond redemptions were pre -financed by the successful
 issuances of GB400 million 3.875% 2023 Notes and US0 million
 3.500% 2020 Notes, to reduce the Company's overall cost of debt in line
 with a stronger credit status. In Fiscal 2014, JLR incurred this one
 off cost of GB56 million for prepayment of higher coupon GB500
 million and US$ 410 million Notes (at 8.125% and 7.75% coupon,
 respectively) (Jaguar Land Rover's figures as per IFRS)
 Tata Motors Finance Limited (TMFL) (consolidated) the Company's captive
 financing subsidiary, registered a decline in revenues by 9.6% to
 Rs.2,743 crores (previous year: Rs.3,034 crores) and reported a Loss
 After Tax of Rs. 611 crores in Fiscal 2015, as compared to Profit after
 Tax of Rs.101 crores in Fiscal 2014. TMFL's inclusive strategy for
 channel financing customer and insurance support in conjuction with the
 Company has led to improved market share and deeper connect with
 customers whilst benefiting the customers through reduced turnaround
 time and higher satisfaction levels.
 Tata Daewoo Commercial Vehicle Company Limited (TDCV), South Korea
 registered revenues of KRW 988 billion (Rs.5,563 crores), a growth of
 11.8% over the previous year. The positive impact of higher volume,
 various cost control initiative, productivity improvement initiatives
 and reversal of provisions pertaining to ordinary wage lawsuit (KRW 24
 billion) in view of favourable judgment by the High court helped TDCV
 to achieve profit after tax of KRW 54 billion (Rs.304 crores) in Fiscal
 2015 as against profit of KRW 24 billion (Rs. 132 crores) of previous
 year. (TDCV figures as per Korean GAAP)
 The Tata Motors Group sales for the year stood at 997,550 vehicles,
 lower by 2.3% as compared to Fiscal 2014. Global sales of all
 Commercial Vehicles were 377,193 vehicles, while sales of Passenger
 Vehicles were at 620,357 vehicles.
 Tata Motors recorded sales of 504,369 vehicles, a decline of 11.5% over
 Fiscal 2014. Industry grew during the year by 2.4%. However, the
 Company's market share decreased to 14.1% in the Indian automotive
 industry from 16.5% in the previous year. The Company exported 49,936
 Commercial Vehicles
 Within the domestic market, the Company sold 317,780 Commercial
 Vehicles (CV), a decline of 15.9% from Fiscal 2014 primarily due to the
 decline in the LCV segment. However the critical M&HCV truck segment
 has grown by 27% and the Company has been able to retain a stong Market
 share of 58% in this category. Even under these difficult conditions,
 the Company has been able to sustain market share in the critical M&HCV
 Some of the highlights for the year were:
 * Launched the new Intermediate and Light Commercial Vehicle (ILCV)
 range of trucks christened 'ULTRA', which offers superior technology
 and design that ensures lowest total cost of ownership through higher
 uptime because of increased driver comfort, superior aggregates and
 customized requirements.  The PRIMA LX range of trucks were extended
 with the launch of the Multi-axle truck variants - 2523.T & 3123.T. The
 Company launched a new pickup - Super Ace Mint with 1.4 L DiCOR engine.
 With its unmatchable combination of performance, ruggedness, comfort,
 superior ride & handling, style and best-in-class cost of ownership,
 the Tata Super ACE Mint will maximise revenues for its owners and will
 meet requirements of intra and intercity transport.
 * Launched a new trucking concept of 'TRUCK WORLD': Advanced Trucking
 Expo' showcasing the Company's extensive offering from its' medium and
 heavy commercial vehicles business, all under one roof along with the
 Company's own service related brands like Tata Genuine Parts, Tata
 Delight and Tata FleetMan.
 * Announced partnership with UK based Microlise for advanced Telematics
 and Fleet management services ushering in the latest technology in this
 * Conducted the Prima Truck Racing Championship Season 2 witnessed by
 over 45,000 spectators at India's F1 track, the Buddh International
 * Celebrated 60 years of truck manufacturing at its first manufacturing
 and engineering facility in Jamshedpur.
 * Participated strongly in the JnNURM Phase II bagging over 3500 orders
 and have developed new Bus models for JnNURM including the Articulated
 and Hybrid buses.
 * The flagship program of the Company 'Humare Bus Ki Baat Hain' won
 several accolades this year and over 15,000 school bus staffs were
 trained on school bus safety under the program.
 * Launched the 'Tata SKOOLMAN', a telematics based tracking solution,
 aimed at addressing pressing concerns over student safety as a standard
 fitment on the Tata Ultra range of school buses.
 * Celebrated the roll-out of 100,000th Tata ACE ZIP at the Dharwad
 facility in Karnataka.
 Passenger Vehicles
 The domestic passenger vehicle industry grew by 5.5% during Fiscal
 2015. 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 3.7% at 136,653 vehicles, registering a 5.3% market
 share. However, the premium and luxury segment of the Company grew by
 11.5% compared to last year. The Company sold 111,094 cars (growth of
 1.7%) and 25,559 utility vehicles and vans, (lower by 21.5%), 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 performances such as product
 refreshes/launch programs, operational efficiency, dealer
 effectiveness, working capital management and restructuring customer
 facing functions.
 The Company sold 2,827 vehicles of Jaguar Land Rover brands during
 Fiscal 2015, a growth of 0.8%. Jaguar sales grew by 11.5% in Fiscal
 2015. The market share remained unchanged at 9.5% in Fiscal 2015.
 Some of the highlights of this year's performance were:
 * Product Launches / Refreshes continued under the Horizonext Strategy.
 * Zest, Compact Sedan was launched in the growing entry sedan segment,
 which helped the Company in recovering market share in the passenger
 car segment.
 * The all-new 1.2 ltr Revotron engine was well received in the market
 and helped the Company penetrating the lucrative petrol segment.
 * Bolt premium hatchback was launched in January 2015.
 * Nano Twist launched last year with electronic power steering,
 continued to take the Nano Brand closer to the youth.  GenX-Nano range
 was launched in May 2015, with latest technological advancements and
 design engineering.
 * Tata Hexa SUV Concept was unveiled at the Geneva Motor Show.
 * 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 expanded it's new look, stylish, tech
 savy best in class flagship Passenger Vehicle showrooms, for superior
 customer experience.
 The Company exported 49,936 vehicles (Fiscal 2014: 49,922 vehicles,
 comprising 46,416 units of Commercial Vehicles and 3,520 units of
 Passenger Vehicles during Fiscal 2015.
 Export of Commercial Vehicles grew by 7.7% over Fiscal 2014. South
 Asia, our traditional market showed a strong growth of 18% over
 previous year with all the countries - Bangladesh, Nepal, Sri Lanka,
 Myanmar contributing to this growth. Middle East has grown by 41% on
 the back of a strong growth in volumes in Saudi Arabia and other
 markets like UAE and Qatar. In Africa, the new Auto policy of Nigeria
 coupled with the adverse impact of oil prices, commodity industry
 political and civil unrest in many countries impacted the CV industry
 which recorded around 40% lower volumes over last year. Continued
 political strife and economic slowdown in some of the other countries
 such as Ukraine, Russia, Thailand, has impacted the industry and
 Company's volumes. The Company was able to grow its market share in key
 markets and segments of focus, including Bangladesh, Kenya, Middle East
 (Buses), Tanzania, Congo, Indonesia, Sri Lanka. The Company
 successfully bagged and executed an order for 520 Defence vehicles
 aggregating US$ 35 million for the UN Mission in Africa as also a
 repeat order for 400 Xenon troop carriers for the Myanmar Army.
 Export of Passenger Vehicles at 3,520 were 48.5% lower than Fiscal
 2014, mainly due to lower sales in the units in the South African
 and Algerian markets. Aggressive efforts made through a flanking
 strategy, with the Indigo, Xeta and the Nano Twist led to 40% and 232%
 growth in exports to Bangladesh and Sri Lanka, respectively.  Indigo,
 Nano and Sumo have found favorable acceptance in these export markets.
 Launch of the Zest in Nepal has been received very well with promising
 sales and is likely to be launched this year in our traditional
 JLR had another successful year of continued growth in the majority of
 markets with retail sales in China, its largest market, of 115,969
 units up 12.5% compared to last year. Retail volumes in Fiscal 2015
 also increased in the UK (13.1%), North America (3.6%), Europe (6.0%)
 and Asia Pacific (16.8%) to 86,750, 78,372, 87,863 and 26,619
 respectively, compared to the same period last year. Volumes in
 Overseas markets were down by 9% to 66,636 units as economic sanctions
 and low energy prices continued to impact Russia and slowing growth in
 Brazil affected consumer spending.
 Wholesale volumes for Fiscal 2015 were 470,523 units (including the
 volume of the Chery JLR joint venture in China), an increase of 9.5%
 compared to Fiscal 2014. At a brand level, Jaguar wholesale volumes
 were 76,496 units (down 3.5%) and Land Rover wholesale volumes were
 394,027 (up 12.4%).
 Some of the highlights of this year were:
 * The opening of Jaguar Land Rover's new Engine Manufacturing
 Centre (EMC) in the UK in October 2014, which produces the new family
 of Ingenium engines.
 * The opening of Jaguar Land Rover's inaugural overseas manufacturing
 facility in China with its joint venture partner, Chery Automobile
 Company Ltd. In October 2014.
 * The start of construction of Jaguar Land Rover's R0m (Brazilian
 Real) manufacturing facility in the state of Rio de Janeiro in December
 * Significant investment in UK manufacturing facilities to support the
 launch of new products such as the all new Land Rover Discovery Sport
 in Halewood, the Jaguar XF in Castle Bromwich and the Jaguar XE and
 F-Pace in Solihull.
 * The beginning of Jaguar Land Rover's Special Operations division in
 June 2014, comprising Special Vehicle Operations, Heritage,
 Personalisation and Branded Goods divisions.
 * The beginning of sales of the F-TYPE coupe in April 2014 as well as
 all-wheel drive variants that were launched during the year.
 * The launch of the long wheel base diesel hybrid Range Rover at the
 Beijing Motor Show in April 2014 followed by a Range Rover Sport Diesel
 Hybrid shortly after.
 * The launch of the Range Rover Sport SVR (from the new Special
 Operations division), the fastest, most agile and most responsive Land
 Rover produced to date.
 * The locally produced Range Rover Evoque from JLR's manufacturing
 joint venture with Chery Automotive Ltd., in China went on retail sale
 in February 2015.
 * Land Rovers all new Discovery Sport went on retail sale in February
 * Jaguar's all-new sports sedan, the Jaguar XE, was revealed to the
 public in September 2014 and went on retail sale in May 2015. The XE is
 also the first Jaguar Land Rover product to take the new Ingenium
 diesel engine built at the EMC.
 * Jaguars all new performance crossover, the F-PACE, was introduced at
 the Detroit Motor Show in January 2015 and goes on sale in 2016.
 * A refreshed 16MY Range Rover Evoque and a convertible derivative were
 announced in the final quarter of Fiscal 2015 and go on sale later in
 Fiscal 2016.
 * The all new lightweight Jaguar XF was revealed to the public in March
 2015 and goes on sale in 2016.
 Tata Daewoo Commercial Vehicles Company Limited
 Tata Daewoo Commercial Vehicles Company Limited (TDCV) sold 11,710
 vehicles, higher by 10.5% over Fiscal 2014. TDCV Domestic sales were at
 6,808 vehicles, second highest in its history, registering a growth of
 3.4% compared to 6,584 vehicles sold in previous year. In Export
 market, TDCV achieved its highest ever sales of 4,902 vehicles with a
 robust growth of 22.1% in spite of adverse economic and business
 conditions in markets like Russia, South Africa, Laos, Indonesia etc.
 This strong export performance was possible due to higher sales in
 countries like Vietnam, Philippines, UAE etc.
 Tata Motors (Thailand) Limited
 Tata Motors (Thailand) Limited (TMTL) sold 1,305 units in Fiscal 2015,
 a drop of 47.4% over Fiscal 2014. The retail sales figure were 1,417
 units. The Thai Automobile Industry has witnessed the 2nd year of drop
 of 27% in Fiscal 2015 due to political instability and poor performance
 of the economy. Thailand also witnessed a slew of new pickup launches
 by major OEM's in the year. In spite of the slow-down, TMTL has
 increased its market share in CNG and Bi-Fuel Pickups segment by 8%
 (Market Share of 22.1%) to become the third largest player in the
 TMTL has taken the opportunity to refresh its Products, Services and
 Network, as well as, expand the range of offerings to the Thailand
 Customers. Fiscal 2016 will see the launch of the Xenon 150N Series of
 Pickup with a host of new features like 4x4, ABS, Airbags and
 Accessorized Exteriors etc. TMTL will also introduce the Tata Prima,
 TDCV Novus range of trucks and Super ACE Mint to supplement the
 existing range it offers to the Thailand consumer. It also exported the
 1st batch of Pickups to Malaysia in the month of December 2014 and 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 839 chassis in the South Africa
 market in Fiscal 2015. This included the sale of 30 chassis of a
 tractor truck model from TDCV with the objective of expanding the TATA
 presence in the fastest growing (extra Heavy) segment of Commercial
 Vehicles in South Africa. TMSA is in the process of homologating and
 intorducing a range of new products including PRIMA and Ultra trucks
 aswell as a couple of bus models for sale in South Africa.
 Tata Motors Finance Limited
 The vehicle financing activity under the brand Tata Motors Finance of
 Tata Motors Finance Limited (TMFL) - a wholly owned subsidiary Company.
 During the year, TMFL had acquired 100% shareholding of, Rajasthan
 Leasing Private Limited (RLPL), an NBFC registered with the Reserve
 Bank of India. Subsequently, the name of RLPL has been changed to Tata
 Motors Finance Solutions Private Limited (TMFSPL).  As a part of
 business restructuring, manufactured guaranteed business and used
 vehicles business along with employees was transferred to TMFSL on
 slump sale basis with effect from March 31,2015.
 Due to sluggish economic environment, total disbursements (including
 refinance) were declined in Fiscal 2015 by 16.6% at Rs.7,316 crores as
 compared to Rs.8,768 crores in previous year.  TMFL financed a total of
 1,12,788 vehicles reflecting a decline of 28.6% over the 157,886
 vehicles financed in the previous year. Disbursements for commercial
 vehicles declined by 23.5% and were at Rs.5,741 crores (72,853 units)
 as compared to Rs.7,504 crores (123,989 units) of the previous year.
 Disbursements of passenger vehicles increased by 23.5% to Rs.1,498
 crores (38,444 units) from a level of Rs. 1,213 crores (32,637 units).
 Disbursements achieved under refinance were at Rs. 77 crores (1,491
 vehicles) during the current year as against Rs.50 crores (1,260
 vehicles) in the previous year.
 TMFL has increased its reach by opening limited services branches
 (called Spoke and collections branches) exclusively in Tier 2 & 3
 towns, which has helped in reducing the turn-around-times to improve
 customer satisfaction. TMFL has also launched business of vendor
 financing and subscribing to assignment of the Company's receivables
 during the year amounting to Rs.53 crores and Rs.145 cores,
 respectively. TMFL has also tied up with the Company's used vehicle
 business for working together to improve realization value from the
 sale of repossessed stocks by refurbishing them and selling them
 through Company's dealers.
 In March 2015, the Board of Directors approved issue of Ordinary Shares
 and 'A' Ordinary Shares on a rights basis to the eligible shareholders.
 The details of Rights Issue is given under the head Share Capital.
 The Letter of Offer for the Rights Issue was filed with the Securities
 Exchange Board of India (SEBI), BSE Limited (the BSE) and National
 Stock Exchange of India Limited (the NSE) on March 30, 2015 by the
 Subsequent to the year ended March 31, 2015, the Company successfully
 completed Rights Issue and on May 13, 2015 allotted shares to the
 eligible shareholders. The total proceeds received from the Rights
 Issue aggregated to Rs. 7,490.48 crores.
 Apart from the Rights Issue mentioned above, there are no material
 changes affecting the financial position of the Company subsequent to
 the close of Fiscal 2015 till the date of this report.
 The Board of Directors of the Company at their meeting held on March
 25, 2015 approved the issue of Ordinary Shares [including the rights
 offering to ADR holders, and facilitated issuance of American
 Depositary Shares (ADSs) each of which represents 5 ordinary shares]
 and 'A' ordinary shares of face value of Rs.2/- each on rights basis to
 the holders of ordinary shares and 'A' ordinary shares respectively,
 aggregating upto Rs.7,500 crores. The details of the Rights Issue are
 given hereunder:
 Particulars    Ordinary          'A' ordinary shares
 Rights          109:6             109:6
 Issue Price     450/-             271/-
 (per share)
 Premium         448/-            269/-
 (per share)
 No. of         15,06,44,759      2,65,30,290
 Securities     (including ADRs)
 Dividend and    Pari passu   Pari passu with existing 'A' ordinary
 voting rights   with         shares i.e. the 'A' ordinary shares would
                 existing     have differential rights as to voting and
                 ordinary     dividend i.e. the 'A' Ordinary shareholder
                 shares       shall be entitled to one vote for every
                              'A'ordinary shares held and will be
                              entitled ten to receive dividend at 5
                              percentage more than the rate of dividend
                              declared on the ordinary shares. Further,
                              if no dividend is recommended for ordinary
                              shares, 'A'ordinary shares would also not
                              receive any dividend.
 No. of         15,04,90,480      2,65,09,759
 allotted on
 May 13, 2015
 shares held in
 Amount        Rs. 6,772.07       Rs. 718.41
 Raised        crores             crores
 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, commitments in the notes forming part of the Financial
 The Company has in October 2014 constituted a Risk Management Committee
 (RMC) which 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 has also approved and adopted Risk Committee Charter. The
 Company has adopted a Risk Management Policy in accordance with the
 provisions of the Companies Act, 2013 (hereinafter referred to as the
 Act) and Clause 49 of the Listing Agreement. 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 and 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 presented to the senior management. Prior to
 constituting the RMC, the Audit Committee was reviewing business risk
 areas covering operational, financial, strategic and regulatory risks.
 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 73,485 permanent employees (previous
 year: 68,889 employees) as of the year end. The Company employed 27,997
 permanent employees (previous year: 29,566 employees) as of the year
 end. The Tata Motors Group has generally enjoyed cordial relations with
 its employees and workers.
 A Voluntary Retirement Scheme (VRS) was rolled out for Bargainable
 employees from February 28, 2015 to April 18, 2015 with the objective
 of addressing the wage and salary costs.
 In keeping with Tata Motors' practices, a generous benefits package was
 offered to employees who opted for the scheme, including a monthly
 payout (Basic + DA) that begins at the date of separation till the
 employee turns 60 years of age, thus ensuring an assured monthly income
 as opposed to just a one-time payment of a single amount. A
 unique feature of the offer is also the provision of a medical
 insurance cover for a period of 10 years post separation.
 A total of 686 employees (TML - 599 and TML Drivelines - 87) opted for
 the Scheme.
 All employees in India belonging to the operative grades are members of
 labour unions except at 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 & 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 focussing on creating right Safety Culture across the
 Company has identified four drivers which will help keep moving in this
 journey and attain Zero Injury. The drivers being Engagement at all
 Levels, Governance, Robust Safety Processes and Improving Safe
 The Company's India operation, has achieved improved performance with
 Lost Time Injury Frequency Rate (LTIFR) being 0.20 for the Fiscal 2015,
 a reduction in injury rate by 48% over Fiscal 2014. While overall
 Safety Performance has improved but there were two fatalities during
 the year, one in Dealers workshop and one involving Driver in Bus
 parking area of a plant.
 All India Manufacturing Plants in India are certified to ISO 14001 -
 Environment Management Systems. All CV and PV Manufacturing Plants in
 India are also certified to OHSAS 18001 - Occupational Health & Safety
 Management System. All CV Manufacturing Plants in India are certified
 to ISO 50001 - Energy Management System.  The Company at all plants
 level 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. Plants also
 generate in-house renewable power and source off-site green power where
 Senior Leadership is fully committed and engaged in this 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.
 Company continued Campaign 'i-drive safe' - a Tata Motors initiative on
 building a safe driving culture amongst its employee and associates and
 have trained on Defensive Driving Training, in excess of 15,808
 employees & associates till date under this campaign initiated few
 years ago.
 In health area 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.
 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 OHSAS18001 with zero major
 non-compliances being recorded after a series of external assessments
 during the last year. During Fiscal 2015, Jaguar Land Rover achieved
 reduction in recorded lost time cases of 47% over the previous year.
 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
 well-being. During the last quarter the business has launched the
 Wellbeing Charter - a 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.
 TDCV Korea achieved an improvement in Safety Index to 1.45 from 2.74 in
 Fiscal 2015.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 continued good performance in area of
 Safety and Health during the Fiscal 2015.
 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 Fiscal 2015, the Company has received three complaints on sexual
 harassments, which have been substantiated and appropriate actions were
 taken. 41 workshops or awareness program were carried out 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
 accross the Tata Motors Group of Companies.
 Vide its Circular dated August 13, 2012, SEBI mandated the inclusion of
 Business Responsibility Report (BRR) as a part of Annual Report for top
 100 listed entities based on their market capitalisation on BSE Limited
 and National Stock Exchange of India Limited as on March 31, 2012. The
 said reporting requirement is in line with the 'National Voluntary
 Guidelines on social Environmental and Economic Responsibilities of
 Business(NVGs)' notified by Ministry of Corporate Affairs, Government
 of India, in July 2011. Pursuant to the above, the Stock Exchanges
 amended the Listing Agreement by inclusion of Clause 55 providing a
 suggested framework of a BRR, describing initiatives taken by the
 Company from an environmental, social and governance prospective in
 line with the press release and FAQs dated May 10, 2013, issued by
 SEBI, the Company's BRR is hosted on the Company's website Any shareholder interested in obtaining a physical
 copy of the same may write to the Company Secretary.
 During the year, the free cash flows for Tata Motors Group were
 Rs.3,643 crores, post spend on capex, design and development of
 Rs.31,540 crores. Tata Motors Group's borrowing as on March 31,2015,
 stood at Rs. 73,610 crores (As at March 31, 2014: Rs.60,642 crores).
 Cash and bank balances and investments in mutual funds stood at
 Rs.46,174 crores (As at March 31, 2014: Rs.39,206). With healthy
 profitability and cash flow generation, the Consolidated Net
 Automotive Debt to Equity Ratio stood at 0.19 as at March 31,2015,
 as compared to 0.07 at March 31,2014.
 The Cash flows from operations were negative at Rs.2,563 crores for
 standalone operations of the Company. Spend on capex, design and
 development were Rs. 2,706 crores (net). The borrowings of the Company
 as on March 31, 2015 stood at Rs.21,134 crores (As at March 31, 2014:
 Rs.15,053 crores). Cash and bank balances stood at Rs.945 crores (As at
 March 31,2014: Rs.226 crores).
 The Company has issued 4.625% Senior Unsecured Notes of US0 million
 due in 2020 and 5.750% Senior Unsecured Notes of US0 million due
 2024. The proceeds have been used to refinance existing External
 Commercial Borrowing (ECB) of the Company aggregating US0 million
 and balance proceeds for being used to incur new additional capital
 expenditure and other permitted purposes as per RBI ECB guidelines.
 The Company issued rated, listed, unsecured, non-convertible debentures
 of Rs.2,600 crores and also raised Rupee loans of Rs.506.89 crores to
 meet its capex requirements.
 The Company prepaid Tranche 4 of Rs. 1,250 crores of Secured, Rated,
 Credit Enhanced, Listed, 2% Coupon Non-Convertible Debentures (NCDs)
 inclusive of premium on redemption and prepayment of Rs. 768.38 crores.
 At Jaguar Land Rover, post spend on capex, design and development of
 GB2,767 million (Rs. 27,282 crores), the free cash flows were GB860
 million (Rs.8,479 crores) for Fiscal 2015. The borrowings of the Jaguar
 Land Rover as on March 31,2015, stood at GB2,537 million (Rs.23,456
 crores) [previous year: GB2,010million (Rs.19,331 crores)]. Cash and
 financial deposits stood at GB4,263 million (Rs.39,414 crores)
 [previous year: GB3,458 million (Rs.33,257 crores)]. Additionally,
 JLR has undrawn committed long term bank lines of GB1,485 million (as
 per IFRS). Jaguar Land Rover issued 4.250% Senior Notes of USD 500
 million due 2019, 3.50% Senior Notes of USD 500 million due 2020 and
 3.875% Senior Notes of GBP 400 million due 2023. The proceeds are used
 for general corporate purposes, including support for the on-going
 growth and capital spending plan and for prepayment of 8.125% Senior
 Notes due 2021 (USD 410 million) and 8.25% Senior Notes due 2020 (GBP
 500 million).
 TML Holdings Pte Ltd, Singapore, a 100% subsidiary of the Company,
 holding the investment in Jaguar Land Rover and other foreign
 subsidiaries issued 5.750% Senior Notes of US0 million due
 2021. Tata Motors Finance Limited raised Rs.50.30 crores by an issue of
 unsecured, subordinated perpetual non-convertible debentures towards
 Tier 1 and Tier 2 Capital and Rs.235 crores by an issue of unsecured,
 subordinated non-convertible debentures towards Tier 2 Capital in order
 to meet growth strategy and improve Capital Adequacy ratio.
 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 revised upward to Ba2 Stable by Moody's and was retained with an
 improvement in the outlook by Standard & Poors to BB/Positive. For
 borrowings in the local currency, the ratings was retained by Crisil at
 AA/Stable and was revised upwards by ICRA to 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,
 Jaguar Land Rover's rating was retained with an improvement in the
 outlook by Moodys to Ba2/Positive and by Standard & Poors at
 BB/Positive. For Tata Motors Finance, CRISIL has maintained its
 rating on long-term debt instruments and bank facilities to 'CRISIL
 AA/ A1+/ Stable.
 The Company has not accepted any public deposits during Fiscal 2015.
 There were no over dues on account of principal or interest on public
 deposits other than the unclaimed deposits as at the year end.
 As provided under Section 92(3) of the Act, the details forming part of
 the extract of the Annual Return in Form MGT 9 is annexed herewith as
 a. Information Technology Initiatives
 The Company harnesses the potential of Information Technology for
 enabling the business functions and strives to create a competitive
 advantage through its maximum use. The Company leverages its strong
 partnerships with product and services companies to support
 business growth and innovation, which enable the Company to strengthen
 its core technology capabilities and be the industry pioneers in
 various technology adoptions.
 The major highlights of IT at the Company are:
 * commemorated 15 years of the SAP implementation, in strengthening and
 automating its business processes. The Company has been one of the
 early adopters of ERP in the country and continues to evolve its ERP
 * has undertaken a major program to digitize its supplier workflows
 from design to contracting. It is also a key player in AutoDx, the EDI
 initiative under the SIAM ACMA umbrella.
 * won many awards including the IDC Leadership award, Cloud Icon,
 Automotive Icon, Industry influencer awards etc.
 * implemented demand planning and management systems for vehicles as
 well as spare parts to improve availability and lower inventories.
 * implementing a mobility strategy with mobile security, testing,
 collaboration apps, analytics apps, sales force apps, telematics apps,
 and International Business custom apps.
 The Tata Motors group Companies are being mapped in order to leverage
 the economies of scale in procurement extension of TML global contract
 to its subsidiaries.
 b. Digital Product Development Systems Initiatives
 The Company has constantly adopted new technologies and practices in
 digital product development domain, to drive improvements in
 productivity and quality, by process optimization to meet product
 The Company implemented latest versions of core design software tools
 and PLM, delivering improved feature sets and reduced design cycle
 time. Key enhancements in product design domain include modular
 approach to piping design and wiring harness, introduction of Systems
 Engineering as a new domain in PLM.
 For improving the product quality, the Company focused on realistic
 product visualization for better decision making, development of new
 knowledge based engineering (KNEXT) applications such as passenger
 safety systems and additional 18 new applications, enhanced and
 efficient high performance computing for quick results through resource
 optimization and pre-post automations, digitization of existing
 factories enabling what-if analysis for new product manufacturing.
 For improving process control and collaboration, 29 new applications
 were developed and implemented with home-grown pFirst application
 framework. As part of this, systems were developed to manage WCQ, CPA,
 Craftsmanship, and Design change request domains.
 Jaguar Land Rover (JLR):
 JLR continues to take business benefits through its Business
 Transformational Initiative, i-PLM, delivered through a strategic
 partnership with a leading software technology provider. At the core of
 i-PLM solution is a 'Single Source of Truth', author once, consume
 everywhere philosophy. This Vision and the close alignment with the
 partner's software platform, delivers a simplified Product Creation
 Landscape that eliminates inefficient integration issues at source. As
 part of this transformational journey, one vehicle programme was
 considered for migration from its legacy systems. In this,
 * All solution elements delivered with some elements deployed across
 all vehicle programmes.
 * All data has been migrated with user adoption nearing completion.
 Hyper- care is in place to manage the BOM driven cultural change.
 * Training facilities fully functional, with 1,618 unique people
 trained in the classroom and 3,468 through e-learning.
 * The support processes & team are active with a customer satisfaction
 running at 97%.
 Tata Daewoo commercial vechicles (TDCV):
 Legacy computing infrastructure for PLM was migrated to the latest,
 highly available virtualized platform. Existing Engineering Release
 System (ERS) migrated to the new platform with enhanced data synergy in
 Tata Motors European Technical Centre (TMETC):
 Legacy computing infrastructure for PLM was migrated to the latest,
 highly available virtualized platform with centralized storage. Virtual
 validation capability was augmented and TMETC worked on robustness
 analysis of the product.
 Tata Technologies Limited (TTL):
 TTL invested in strategic technologies aligned with its business goals
 and customer needs, resulting in prudent investment in state-of-the-
 art software and hardware technology while delivering solution and
 service to all internal and external stakeholders. TTL deployed a new
 powerful and scalable high performance computing cluster in both UK and
 Hinjewadi with best in class technology.
 * Fuel efficiency improvement by implementing On-Off strategies for
 auxiliaries in different drive modes of vehicle operation.
 * Development of API CI4+ 15W40 engine oil enhancing oil drain
 interval leading to customer delight. Improvement in engine oil to
 enhance oil drain interval helps customer to reduce cost of ownership.
 It helps in reducing downtime and less oil is discarded reducing
 environmental impact.
 * Continuation of fuel efficiency improvement initiatives on Passenger
 & Commercial engines through software features in engine management
 system & vehicle level parameter optimisation (e.g. Economy mode
 feature in Zest).
 * Producer Gas Engine development using producer gas from bio-mass
 available in rural area.
 * Emission-free public mobility - Trolley Bus / fast charging bus
 concept is being developed. These buses will offer better efficiency
 and operational freedom compared to Battery Electric Buses.
 * Tata Magic and Tata Iris electric vehicles were demonstrated in Auto
 Expo 2014. A fleet of small number of electric vehicles is under
 * Collaborative initiative to investigate sustainable synthetic fuels
 for India and developing nations.
 * Designed, developed and demonstrated Hydrogen fuelled, zero emission
 fuel cell bus for urban transportation. Further testing is in progress
 at Sanand, Gujarat and further 3 buses are being built.
 Tata Motors announces consolidated financial results on a quarterly
 basis. As required under the Listing Agreement with the Stock
 Exchanges, 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 statement 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 ofthe Company, consolidated financial statements along with
 relevant documents and separate audited accounts in respect of
 subsidiaries, are available on the website of the Company.
 Tata Motors had 76 (direct and indirect) subsidiaries (11 in India and
 65 abroad) as on March 31,2015, as disclosed in the accounts.
 During the year, the following changes have taken place in subsidiary
 Subsidiary companies formed/acquired:
 * Shanghai Jaguar Land Rover Automotive Services Company Limited was
 incorporated with effect from March 10, 2014.
 * Jaguar Land Rover Limited acquired JDHT Limited with effect from
 February 2, 2015.
 * Cambric Corporation merged into Cambric Holdings Inc with effect from
 December 31,2014.
 * Cambric Holdings Inc. merged into Tata Technologies Inc with effect
 from December 31,2014.
 * Tata Motors Finance Limited acquired Rajasthan Leasing Private
 Limited with effect from January 19, 2015 and renamed it as Tata Motors
 Finance Solutions Private Limited on March 18, 2015.
 Companies ceasing to be subsidiary companies / ceased operations:
 * Land Rover Group Limited liquidated with effect from June 30, 2014.
 * Cambric Managed Services Inc. dissolved with effect from September 9,
 Name changes
 * Cambric Consulting SRL was renamed as Tata Technologies SRL with
 effect from February 4, 2015.
 Capital Re-structuring
 * Shareholding in PT Tata Motors Indonesia alongwith its subsidiary,
 were transferred to TML Holdings Pte. Limited with effect from October
 20, 2014.
 * Shareholding in Tata Motors (Thailand) Limited increased from 94.36%
 to 95.28%.
 * Tata Hispano Motors Carrocera S.A., a non-operational subsidiary
 transferred its shareholding in Tata Hispano Motors Carrocerries
 Maghreb SA to the Company with effect from June 23, 2014.
 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 the business of the subsidiary
 Associate Companies
 As at March 31, 2015, Tata Motors had 6 associate companies as
 disclosed in the accounts. During the year the following changes were
 witnessed therein:
 * Tata Hitachi Construction Machinery Company Pvt. Ltd. was converted
 from a Public Ltd. company with effect from March 5, 2015.
 Joint Ventures
 As at March 31,2015, Tata Motors had 6 Joint Ventures as disclosed in
 the accounts. During the year the following changes were witnessed
 * Tata Cummins Private Limited was converted from a Public Ltd.
 company with effect from December 16, 2014.
 * Fiat India Automobiles Pvt. Limited was converted from a Public Ltd.
 company with effect from January 19, 2015.
 The Company has adopted a Policy for determining Material Subsidiaries
 in line with Clause 49 of the Listing Agreement. The Policy, as
 approved by the Board, is uploaded on the Company's website (URL:
 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-2.
 A separate section on Corporate Governance forming part of the
 Directors' Report and the certificate from the Practicing Company
 Secretary confirming compliance of Corporate Governance norms as
 stipulated in Clause 49 of the Listing Agreement with the Indian Stock
 Exchanges is included in the Annual Report.
 Pursuant to Section 149(10) of the Act, read along with the Rules
 framed thereunder, the Members had at the Annual General Meeting of the
 Company held on July 31,2014, approved the appointment of Independent
 Directors (viz Mr N Munjee, Mr V K Jairath, Ms Falguni Nayar) from July
 31 2014 to July 30, 2019 i.e. for 5 consecutive years, except for Mr
 Nusli Wadia, Dr Raghunath Mashelkar and Mr Subodh Bhargava who shall be
 retiring on February 14, 2019, December 31, 2017 and March 2, 2017
 respectively on attaining the age of 75 years in accordance with the
 retirement age of Directors. Further, pursuant to the Sections 149(13)
 and 152 of the Act, provisions for the retirement of rotation of
 directors shall not apply to such Independent Directors.
 Mr Ravi Kant stepped down as the Vice Chairman and Director of the
 Company with effect from June 1, 2014 in accordance with the Companies
 Policy for Retirement Age of Directors. Mr Kant had by his stewardship
 and guidance significantly contributed to the Company's growth and
 global aspiration. He had played a stellar role in the Jaguar Land
 Rover's acquisition and its turnaround and guiding many of the
 Company's key initiative and strategies. The Board placed on record its
 appreciation for the contribution made and role played by Mr Kant over
 the last 14 years on the Board of 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 Clause 49 of the Listing Agreement.
 In accordance with the provisions of the Act and the Articles of
 Association of the Company, Mr Satish Borwankar retires by rotation and
 is eligible for re-appointment.
 Post demise in January 2014 of Mr Karl Slym, the then Managing
 Director, the Board is actively engaged in a talent search and
 recruitment process for filling up this critical leadership position.
 In the meantime, the Company operates through Corporate Steering
 Committee (CSC) that meets regularly to oversee the Company's
 operations. The Committee is headed by the Chairman of the Board and
 its other members comprise Mr Ravindra Pisharody, Mr Satish B
 Borwankar, Mr C Ramakrishnan, Dr Timothy Leverton, Mr Mayank Pareek and
 Mr G Chandel. The CSC met 19 times in Fiscal 2015.
 The Company has incurred loss for the Fiscal Year 2015. Accordingly,
 the disclosure required under Schedule V, Part II, proviso of Section
 II B (iv) (IV) of the Act, is annexed herewith as Annexure- 3.
 During the year under review, the Company has designated following
 personnel as KMPs as per the definition under Section 2(51) and Section
 203 of the Act.
 * Mr Ravindra Pisharody, Executive Director (Commercial Vehicles)
 * Mr Satish Borwankar, Executive Director (Quality)
 * Mr C Ramakrishnan, Chief Financial Officer
 * Mr Hoshang Sethna, Company Secretary
 The Company has approved of Governance Guidelines on Board
 Effectiveness. 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 Nomination and Remuneration Committee 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, financial condition and compliance
 The Nomination and Remuneration Committee 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-a-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 Nomination and Remuneration Committee 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
 Clause 49 of the Listing Agreement, which is annexed as Annexure-4.
 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 Clause 49 of the Listing Agreement, the same is annexed as
 Pursuant to the provisions of the Act and the corporate governance
 requirements as prescribed by SEBI under Clause 49 of the Equity
 Listing Agreement, the Board of Directors (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 Nomination and Remuneration Committee (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 Chairperson of the Company, taking into account the
 views of 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 Chairperson 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 (
 A calendar of Meetings is prepared and circulated in advance to the
 Directors. During the year under review, ten Board Meetings were
 convened and held.
 Details of the composition of the Board and its Committees and of the
 Meetings held, attendance of the Directors at such Meetings and other
 relevant details are provided in the Corporate Governance Report.
 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
 (URL: 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-6.
 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 the Company's website (URL:
 The details of Loans, Guarantees or Investments made during the year
 are given below:
 Sr     Companies                            Nature of Transaction
 1    Tata Hispano Motors Carrocera S A*         Loan
 2    TAL Manufacturing Solutions Ltd.           Inter-Corporate
 3    PT Tata Motors Indonesia Ltd.              Investment in Shares
 4    TAL Manufacturing Solutions Ltd.           Investment in Rights
 5    Tata Hispano Motors Carrosseries Maghreb   Investment in Shares
 6    Tata Hitachi Construction Machinery        Rights Issue of
      Co. Pvt. Ltd.                              Optionally Convertible
                                                 Preference Shares
 7    Tata Motors European Technical Centre Plc  Investment in Shares
 Sr          Loans              Guarantees     Investments
 1            63.83                  -               -
 2            10.00                  -               -
 3            -                      -               46.85
 4            -                      -               35.00
 5            -                      -               26.07
 6            -                      -               159.00
 7            -                      -               28.71
 (i) * No fresh Loan was disbursed, however the above mentioned loans
 maturing during the year have been further extended.
 (ii) 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 the Listing Agreement. 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 the 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 Related Party Transactions Policy. The
 Policy, as approved by the Board, is uploaded on the Company's website
 There have been no materially significant related party transactions
 between the Company and Directors, the management, subsidiaries or
 During the Fiscal 2015 there are no material transactions between the
 Company and the related parties as defined under Clause 49 of the
 Listing Agreement. Further, all transactions with related parties have
 been conducted at an arm's length basis and are in ordinary course of
 business. Accordingly 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 last Annual General Meeting (AGM) 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.
 Ratification of appointment of Statutory Auditors 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.
 Further, 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 comments.
 The Auditor's Report does not contain any qualification, reservation or
 adverse remark.
 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 Directors 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, 2016, at a remuneration of Rs. 5
 lakhs plus out of pocket expenses.
 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 contains any
 qualifications, reservation or adverse remarks.
 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 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 the financial year 2014-15.
 Accordingly, pursuant to Section 134(5) of the Act, the Board of
 Directors, 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 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 loss 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 this
 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 that 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 that such systems are adequate
 and operating effectively.
 * Please refer to the Section Internal Control Systems and their
 Adequacy in the Management Discussion and Analysis.
 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
 Mumbai, May 26, 2015
Source : Dion Global Solutions Limited
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