CategoryFY 2005-06 As on March 31, 2006Name of the DirectorAttendance atNo. ofCommittee positions#BMLastDirectorshipsMember
Ratan N TataNon-Executive Chairman, Promoter8 Yes14--53,288N A SoonawalaNon-Executive, Promoter8Yes7-3-J J Irani
Non-Executive, Promoter8Yes123-1,850J K SetnaNon-Executive, Independent8Yes54-5,033V R MehtaNon-Executive, Independent7Yes6229,332R GopalakrishnanNon-Executive, Promoter8Yes124-3,750N N WadiaNon-Executive,
Non-Executive, Non-Independent2No2---S A NaikNon-Executive,
Independent8Yes2111,310Ravi KantManaging Director8Yes51--Praveen P KadleExecutive Director8Yes8611,227Dr V Sumantran
Executive Director4Yes---NilPeter K M Fietzek
- Alternate to H Petri
@excludes Directorships in private and foreign companies
upto August 24, 2005.
Member does not include Chairman
DaimlerChrysler AG, Representative is considered non independent
Tata Steel Representative#includes Audit and Investors’ Grievance Committees of public limited companies
Mr J K Setna and Mr H Petri are liable to retire by rotation but have expressed their desire not to seekre-election.
Mr V R Mehta has been on the Board of the Company as a Representative of Unit Trust of India since June2, 1998. Consequent upon the withdrawal of his nomination by the said Institution, the Board at its meetingheld on October 25, 2005 appointed Mr Mehta as an Additional Director.
Mr S M Palia was appointed as an Additional Director of the Company at the Board Meeting held on May 19,2006. The Company has received notices in writing from Members under Section 257 of the Act, proposingtheir candidature for the office of Directors of the Company.
Mr Ravi Kant, who was previously appointed as Executive Director (Commercial Vehicle Business Unit) wasappointed as the Managing Director of the Company w.e.f. July 29, 2005 upto June 1, 2009, on revised termsof remuneration. Mr P P Kadle was appointed as an Executive Director of the Company for a period of 5 years,effective October 31, 2001. The Remuneration Committee and the Board of Directors at their meetings heldon May 19, 2006, approved the revised terms of remuneration of Mr Ravi Kant, Managing Director, for thetenure commencing July 29, 2005 to June 1, 2009 and also the re-appointment of Mr P P Kadle, ExecutiveDirector, on the revised terms for a period of 5 years w.e.f. July 11, 2006. Dr V Sumantran, Executive Director(PCBU & ERC) resigned w.e.f. August 16, 2005.Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting for seekingtheir approval for the aforesaid appointments. The information as required under Clause 49 (IV)(G) of the ListingAgreement is annexed to the Notice of the AGM.
Code of Conduct:
Whilst the Tata Code of Conduct is applicable to all Whole-time Directors and employees of theCompany, during the year, the Board adopted a Code of Conduct for Non-Executive Directors, both of which areavailable on the Company’s web-site. All the Board members and senior management of the Company haveaffirmed compliance with their respective Codes of Conduct for the Financial Year ended March 31, 2006. ADeclaration to this effect, duly signed by the Managing Director (CEO) is annexed hereto.