TRIM-3 2011-2013 Report on Impact of Corporate Governance on TATA Motors Limited

It is the leader in commercial vehicles in each segment.000 employees are guided by the vision to be ''best in the manner in which we operate. and best in our value system and ethics.'' Established in 1945. midsize car and utility vehicle segments. the Tata Indica. In January 2008. The company's manufacturing base in India is spread across Jamshedpur (Jharkhand). best in the products we deliver. which signifies a first for the global automobile industry. The company's dealership. India's first fully indigenous passenger car. and the UK. the company's Engineering Research Centre. Its tailpipe emission performance too exceeds regulatory requirements. In 2005. A development. The company today has R&D centers in Pune. It can comfortably seat four persons.5 million Tata vehicles ply on Indian roads. Sanand (Gujarat) and Dharwad (Karnataka). and in South Korea. it has a lower pollution level than two-wheelers being manufactured in India today. it has a roomy passenger compartment with generous leg space and head room. and the world's third largest bus manufacturer. Over 6.500 engineers and scientists. Tata Motors' presence indeed cuts across the length and breadth of India. With over 4. which India and the world have been looking forward to. it has set up an industrial joint venture with Fiat Group Automobiles at Ranjangaon (Maharashtra) to produce both Fiat and Tata cars and Fiat power trains. Its mono-volume design will set a new benchmark among small cars. sales. Designed with a family in mind. the Nano brings the comfort and safety of a car within the reach of thousands of families. Tata Motors also distributes and markets Fiat branded cars in India. which helps maximize performance per . and among the top three in passenger vehicles with winning products in the compact.Tata Motors Limited is India's largest automobile company.500 touch points. Pune (Maharashtra). in India in March 2009. Following a strategic alliance with Fiat in 2005. with consolidated revenues of INR 1. and the ability to translate them into customer-desired offerings through leading edge R&D. In terms of overall pollutants.23. It was Tata Motors. Tata Motors unveiled its People's Car. Pantnagar (Uttarakhand). The Tata Nano has been subsequently launched. India's first indigenously developed mini-truck. the Tata Nano. Tata Indica became India's largest selling car in its segment. which developed the first indigenously developed Light Commercial Vehicle. Lucknow. Within two years of launch. Lucknow (Uttar Pradesh).133 crores (USD 27 billion) in 2010-11. The lean design strategy has helped minimize weight. The company's over 25. in 1998. The company is the world's fourth largest truck manufacturer. Spain. Dharwad in India. The foundation of the company's growth over the last 65 years is a deep understanding of economic stimuli and customer needs. since the first rolled out in 1954. Tata Motors created a new segment by launching the Tata Ace. Jamshedpur. established in 1966. Its safety performance exceeds regulatory requirements in India. as planned. has enabled pioneering technologies and products. services and spare parts network comprises over 3. India's first Sports Utility Vehicle and.

” Impact of Corporate Governance in TATA motors limited: The Corporate Governance of company has been strengthening with the implementation of TATA business excellence model. The Tata Aria redefines several benchmarks with its design and technologies. April 1. The Board currently comprises of twelve Directors out of which ten Directors (83. few years ago. In their power. about ethical business conduct and about making a distinction between personal and corporate funds in the management of a company. Carl-Peter Forster was appointed as Tata Motors Group CEO &Managing Director of the Company W. Mr. they will introduce new benchmarks in India and match the best in the world in performance at a lower life-cycle cost. In May 2009. ethics and business principles and serves as a guide to the company its directors and employees and an appropriate mechanism to report any concern pertaining to non-adherence to the said Code and addressing the same is also in place. In October 2010. thereby providing the twin benefits of an affordable transportation solution with a low carbon footprint. operating economy and trims. and provides the guidelines by which the group conducts its businesses.62%) are Non- . Company comprises with 25 codes of conduct clause serves as the ethical road map for Tata employees and companies.  In the year of 2010-11: The Board of Directors along with its Committees provides leadership and guidance to the Company's management and directs. Corporate Governance: A narrow definition given by SEBI (Securities and Exchange Board of India).f. speed. a) Board composition and diversity in the year 2009-10: The Board of Directors along with its committees provides leadership and guidance to the Company's management and directs. It is about commitment to values. the first Indian four-wheel drive crossover. carrying capacity. offering class leading features that take comfort and safety to a new height.E. by unveiling its new range of world standard trucks called Prima. Tata Motors launched the Tata Aria. in keeping with its pioneering tradition.unit of energy consumed and delivers high fuel efficiency. The high fuel efficiency also ensures that the car has low carbon dioxide emissions. The balance scorecard methodology for tracking progress on long term strategic objective and the TATA code of conduct articulates the values. “Corporate governance is the acceptance by management of the inalienable rights of shareholders as the true owners of the corporation and of their own role as trustees on behalf of the shareholders. The Board currently comprises 13 Directors out of which eleven Directors (84. Supervises and controls the performance of the Company. The Company is in full compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement with the Indian Stock Exchanges (“the Listing Agreement”). supervises and controls the performance of the Company. 2010.33%) are Non-Executive Directors. Tata Motors ushered in a new era in the Indian automobile industry.

b) % of Independent Directors on Board  In the year 2009-10 % of Independent directors on Board are: Name of the Director Ratan N Tata Ravi Kant N A Soonawala J J Irani R Gopalakrishnan N N Wadia S M Palia R A Mashelkar S Bhargava N Munjee V K Jairath Carl -Peter Forster P M Telang Category Non-Executive Chairman Non-Executive. The Company has a Non-Executive Chairman and the seven Independent Directors comprise more than half the total strength of the Board. Independent Non-Executive. which turns into percentage around 46. All the Independent Directors have confirmed that they meet the 'independence' criteria as mentioned under Clause 49 of the Listing Agreement. Independent Group CEO & Managing Director Managing Director . Independent Non-Executive. . Independent Non-Executive. Independent Non-Executive. Independent Non-Executive. Vice Chairman Non-Executive Non-Executive Non-Executive Non-Executive.Executive Directors.India Operations There are 13 members in board of director and out of which 6 are independent directors.

internal auditors. Independent Non-Executive. presently or in past. Independent Group CEO & Managing Director Managing Director .India Operations Non-Executive. Vice Chairman Non-Executive Non-Executive Non-Executive. . or the company secretary. which turns into percentage around 46 as in the year of 2009-10. whole time director. Should not have held any position in the company. legal advisors or consultants to the company during any of the preceding three financial years. New members have been introduce this time in Board of Director. vendors or customers of the company. Independent directors according to Companies Act are defined as persons who:       Are not relatives of the chairman. Independent Directors definition: The definition of independent directors varies between that laid down under section 292A of the Companies Act 1956 and as per clause 49 of the 'listing agreement' issued by SEBI. Independent Non-Executive Ratan N Tata Ravi Kant J J Irani R Gopalakrishnan N N Wadia S M Palia R A Mashelkar S Bhargava N Munjee V K Jairath Carl -Peter Forster P M Telang R Sen Ralf Speth There are 13 members in board of director and out of which 6 are independent directors. managing director. Independent Non-Executive. Should not have been a director for a continuous period of nine years. Independent Non-Executive. Should not have been auditors. Should not hold below two per cent of the shares of the company. In the year 2010-11% of Independent Directors on Board are: Name of the Director Category Non-Executive Chairman Non-Executive. Independent Non-Executive. Independent Non-Executive. Should not have been suppliers.

95 750.95 673.05 444 475. of shares 17147536 21522510 19576154 12074924 24106892 15698165 8136586 11541487 13034385 9507436 14783186 8990876 101471162 111787192 92842012 60910683 109553011 61529022 55735635 67796791 88595099 60772907 75472511 48669066 Milestones .45 724.3 865.95 841.15 673.4 532 872.7 1058.9 1153.3 1106.8 1010.2 382 391.1 774.6 854.45 1196.6 1249 LOW 226.7 437.25 1302.4 1117.45 No.2 435 453.7 561.75 1102.05 479 511 461.3 866.25 1117.25 1247.85 435. of shares HIGH 276.15 1365.7 520 532 872.2 267 356 348 350 387.6 1106.55 1104.85 855.65 750.15 1308.95 499 560 519. (c) Share prices of the firm ( 2009 to 2011) & financial performance of firm: Market price data .95 No.9 1008.75 440.95 1154.monthly high/low of the closing price and trading volumes on BSE/NSE depicting liquidity of the Company‟s Ordinary Shares and „A‟ Ordinary Shares on the said exchanges is given hereunder:Ordinary Shares Exchange National Stock Exchange of India Limited Bombay Limited Stock MONTH Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10 Dec-10 Jan-11 Feb-11 Mar-11 HIGH 276.2 412 440 453 445 462.6 1147.3 431.7 366 347.05 1302.95 478.15 773. Nominee directors of banks or FIs cannot be considered independent director.45 807.1 1145.6 1306.7 1048.9 511 462.8 1247.45 1250.65 1194.7 725.5 1365.95 423 425 454.9 1248.7 1047.7 468.5 430 413.55 808.25 267.4 478.45 1248.8 497.05 1054.5 LOW 222.9 841.

Launch of premium luxury vehicles .   . Ravi Kant to become Non-executive Vice-Chairman of Tata Motors on retirement. Tata Motors acquires remaining 79% in Hipo Carrocera. Mr.The People's Car.Jaguar XF.It has been a long legacy of Tata motors in reaching these milestones. Introduction of New World standard truck range. Chief Minister of Punjab inaugurates Tata Motors supported State Institute of Automotive and Driving Skills. XFR and XKR and Land Rover Discovery 3.M. Tata Motors launches the next generation all-new Manza FREELANDER 2 launched in India. Jaguar Land Rover announces Dr. Tata Super Ace and Tata Ace EX. Range Rover Sport and Range Rover from Jaguar and Land Rover in India. Tata Motors launches Nano . Tata Nano wins the Indian Car of the Year (ICOTY) Award. Mr. Carl-Peter Forster as Managing Director of Tata Motors. Tata Motors begins distribution of Prima World truck. First Jaguar Land Rover showroom opens in India. Telang to become Managing Director -India Operations. 2009                  Tata Marcopolo Motors. Dharwad plant begins production. Tata Nano draws over 2.03 lakh bookings 2010        Tata Ace becomes India's first 1-lakh brand in goods commercial vehicles.P. Tata Motors introduces the all new Tata 407 Pickup. Thus following are the milestone which Tata motors is being able to reach. Appointment of Mr. Jaguar Land Rover announces opening of its Dealership in New Delhi. Tata Motors Passenger Car Division launches „Tata Motors Service Edge' for leading edge customer service. Tata Motors displays Tata Nano EV at the 80th Geneva Motor Show. Tata Motors launches the Sumo Grande MK II. Ralf Speth as Chief Executive Officer. Tata Motors declared as the Commercial Vehicle Maker of the Year. Tata Motors to construct heavy truck plant in Myanmar under Government of India's Line of Credit.

Tata Motors sold its 4 millionth Commercial Vehicle. fluctuating the shares price. the most fuel efficient car in India with 25 kmpl mileage Tata Motors launches the Tata Magic IRIS. 2011         Tata Motors unveils Assembly Plant in South Africa Jaguar Land Rover inaugurates new vehicle assembly plant in Pune India Jaguar celebrates 50 years of iconic E-Type Jaguar c-x75 scoops Louis Vuitton award in Paris Tata Pixel. . new city car concept for Europe. company is performing financially well. attraction of investors and maintaining pace with competitors. Carl-Peter Forster as Group CEO. As these types of acquisition shows a strong financial position. Tata Motors Group displays the widest range of products and environment-friendly technologies at Auto Expo 2010. And also it has many aspects like. Tata Motors launches Magic Iris. displayed at the 81st Geneva Motor Show Range Rover Evoque wins Car Design of The Year Tata Motors introduces the new Tata Indica eV2. as Tata Motors celebrates 50th year of its International Business    By the help of these initiatives. a 600-kg micro truck for deep-penetration goods movement Jaguar Land Rover inaugurates new vehicle assembly plant in Pune India Tata Nano begins international journey with Sri Lanka. regulators point responsibility for this issue to vehicle producers and operators in the scrap car recovery industry. On 26th April 2010.   Tata Motors appoints Mr. a 3-4 seater 4-wheel passenger carrier for public transportation Tata Motors launches the Tata Ace Zip. (d) Corporate Social Reporting of the Firm: The Automotive sector.

Approach: Tata Motors believes in technology for tomorrow. Restoration of ecological balance. and material code marking of plastic and rubber parts to aid economic recycling towards targets. conserving resources and recycling materials. Tata Motors has taken these responsibilities seriously and already meets EU product design requirements such as: compliance to ELV heavy metals and other hazardous substance restrictions. A major issue for India is the lack of a specialized scrap car collection. Tata Motors' joint venture with Cummins Engine Company. Tata Motors is committed to restoring and preserving environmental balance. in 1992. treatment. dismantling and recovery infrastructure. USA.  Reducing Pollution: Tata Motors has been at the forefront of the Indian automobile industry's anti-pollution efforts by introducing cleaner engines. Tata Motors is participating in Government consultations to ensure the Indian scrap car infrastructure is developed to meet sensible environmental standards from the outset. Over the years. Reduction of environmental pollution and regular pollution control drives 2. Tata Motors has also made investments in setting up of an advanced emission-testing laboratory. Our endeavors towards environment protection are soil and water conservation programmers and extensive tree plantation drives. Tata Motors concern is manifested by a dual approach 1. Tata Motors has been making conscious effort in the implementation of several environmentally sensitive technologies in manufacturing processes. Our annual expenditure on R&D is approximately 2% of our turnover. was a pioneering effort to introduce emission control technology for India. by reducing waste and pollutants. It is the first Indian Company to introduce vehicles with Euro norms well ahead of the mandated dates. We have also set up two in-house Engineering Research Centers that house India's only Certified Crash Test Facility. Similar regulations have been introduced in Japan and Korea. and the Indian Government is also developing a similar regime in anticipation of many more old cars being scrapped in future. . and sets targets to recover metal and non-metallic material such that a maximum of 5% of the vehicle weight becomes waste to landfill. Our products stand testimony to this. recycling and disposal of cars. Europe has had a century to develop their scrap car industry network but in the year 2000 still required the ELV Directive to make operator standards provide environmentally sound treatment.In Europe the scrap car issue is driven by the End-of-Life Vehicle (ELV) Directive which sets dismantler standards to safely drain and recycle fluids as part of vehicle disposal. The Company uses some of the world's most advanced equipment for emission check and control.

as well as in over 70 export markets. Tree plantation programmes involving villagers and Tata Motors employees. These engines are used in Tata Motors vehicles in the Indian market. In Pune. the treated water is conserved in lakes attracting various species of birds from around the world thus turning the space into a green belt. This has been accomplished with the help of world-renowned engine consultants like Ricardo and AVL. Tata Motors has upgraded the performance of its entire range of four and six cylinder engines to meet international emission standards.000 trees in the works and the township and more than 2.  Restoration of ecological balance: Tata Motors has set up effluent treatment facilities in its plants. the Indica. to avoid release of polluted water into the ecosystem. Tata Motors is constantly working towards developing alternative fuel engine technologies. It has manufactured CNG version of buses and followed it up with a CNG version of its passenger car.4 million trees have been planted in Jamshedpur region. Tata Motors has directed all its suppliers to package their products in alternate material instead of wood . Tata Motors has planted as many as 80.With the intention of protecting the environment. Over half a million trees have been planted in the Pune region. have turned acres of barren village green.

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