TO THE MEMBERS
The Directors are pleased to present herewith the Seventy Ninth Integrated Annual
Report of Tata Motors Limited (the ‘Company') along with the Audited Financial
Statements for the Financial Year (‘FY') ended March 31, 2024.
FINANCIAL HIGHLIGHTS
( in crore)
|
Standalone* |
Consolidated |
| PARTICULARS |
FY24 |
FY23 |
FY24 |
FY23 |
| Revenue from operations |
73,303.08 |
65,757.33 |
437,927.77 |
345,966.97 |
| Total expenditure |
64,328.20 |
60,047.46 |
367,358.97 |
303,475.46 |
| Operating profit |
8,974.88 |
5,709.87 |
70,568.80 |
42,491.51 |
| Other Income |
1,149.88 |
820.94 |
5,949.92 |
4,633.18 |
| Profit before interest, foreign exchange, depreciation, amortization, exceptional item
and tax |
10,124.76 |
6,530.81 |
76,518.72 |
47,124.69 |
| Share of profit of joint venture and associates (net) |
- |
- |
699.80 |
336.38 |
| Finance cost |
1,705.74 |
2,047.51 |
10,033.66 |
10,239.23 |
| Profit before depreciation, amortization, exceptional item, foreign exchange and tax |
8,419.02 |
4,483.30 |
67,184.86 |
37,221.84 |
| Depreciation, amortization and product development/ engineering Expenses |
3,121.63 |
2,665.92 |
38,228.85 |
35,522.32 |
| Foreign exchange (gain)/loss (net) |
254.98 |
279.76 |
23.84 |
(103.88) |
| Profit before exceptional items and tax |
5,042.41 |
1,537.62 |
28,932.17 |
1,803.40 |
| Exceptional Items - (gain) / loss (net) |
(2,808.41) |
282.82 |
977.06 |
(1,590.53) |
| Profit before tax |
7,850.82 |
1,254.80 |
27,955.11 |
3,393.93 |
| Tax expenses/ (credit) (net) |
(51.26) |
(1,473.33) |
(3,851.64) |
704.06 |
| Profit for the year |
7,902.08 |
2,728.13 |
31,806.75 |
2,689.87 |
| Other comprehensive income/(loss) |
438.45 |
(250.35) |
6,323.92 |
(1,915.33) |
| Total Other comprehensive income/(loss) for the year |
8,340.53 |
2,477.78 |
38,130.67 |
774.54 |
| Attributable to: |
|
|
|
|
| Shareholders of the Company |
- |
- |
37,764.33 |
479.20 |
| Non-controlling interest |
- |
- |
366.34 |
295.34 |
* It includes the Company's proportionate share of income and expenditure in its joint
operations, namely, Tata Cummins Private Limited.
FINANCIAL PERFORMANCE
Operating Results and Profits
Consolidated revenue of the Company from operations was 4,37,928 crore in FY24,
which was 26.6% higher than the consolidated revenue of 3,45,967 crore in FY23. The
consolidated EBITDA margin was at 14.3% in FY24 as compared to 10.7% in FY23. EBIT margin
stood at 8.3% in FY24 as compared to 3.6% for FY23. Profit for the year stood at 31,807
crore in FY24 as compared to 2,690 crore in FY23. The free cash flow (auto) reflects an
inflow of 26,925 in FY24 as compared to the inflow of 7,840 crore in FY23.
Standalone revenue from operations (including joint operations was 73,303 crore in
FY24 which was 11.5% higher than the revenue of 65,757 crore in FY23. The profit before
and after tax (including joint operations) for FY24 7,851 crore and 7,902 crore,
respectively as compared to 1,255 crore and 2,728 crore, respectively for FY23.
Please refer to the paragraph on Operating Results in the Management Discussion &
Analysis Report section for detailed analysis.
DIVIDEND
Declaration and Payment of Dividend
The Board is pleased to recommend declaration of a final dividend amounting to 6/- per
fully paid-up Ordinary share of face value of 2/- each (i.e., 300%) and 6.20 /- per
fully paid-up ‘A' Ordinary share of face value of 2/- each crore (i.e., 310%)
for FY24. The said final dividend includes:
Normal dividend of 3/- per fully paid-up Ordinary share of face value 2/- each (i.e.,
150%) and 3.10/- per fully paid-up ‘A' Ordinary share of face value 2/- each (i.e.,
155%) for FY24; and
Special dividend of 3/- per fully paid-up Ordinary share of face value of 2/- each (i.e.,
150%) and 3.10/- per fully paid-up ‘A' Ordinary share of face value of 2/- each
(i.e., 155%) for FY24, on account of the profits realized from partial
divestment of the Company's investment in
Tata Technologies Limited (‘TTL').
The Board has recommended the dividend based on the parameters laid down in the
Dividend Distribution Policy and dividend will be paid out of the profits of the year. The
said dividend, if approved by the Members at the ensuing Annual General Meeting (‘the
AGM') will be paid to those Members whose name appears on the register of Members
(including Beneficial Owners) of the Company as at the end of Tuesday, June 11, 2024. The
said dividend, if approved by the Members, would involve cash outflow of 2,310 crore,
resulting in a payout of 29.2% of the standalone net profit the Company for FY24.
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the
Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source from
dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.
Record Date
The Company has fixed Tuesday, June 11, 2024 as the "Record Date" for the
purpose of determining the entitlement of Members to receive dividend for FY24.
Dividend Distribution Policy
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing the Board
of the Company had formulated a Dividend
Distribution Policy (‘the Policy'). The Policy is available on the Company's
website URL:
https://www.tatamotors.com/wp-content/uploads/2023/11/dividend-distribution-policy.pdf
TRANSFER TO RESERVES
The Board has decided to retain the entire amount of for FY24 in the distributable
retained earnings. An amount of 84.26 crore was transferred from Debenture Redemption
Reserve to retained earnings in FY24.
BUSINESS PERFORMANCE
FY24 marked a dichotomous journey for the Indian Commercial Vehicle (‘CV')
industry as it shifted to BS6 Phase II emission norms. The first half started
optimistically with a surge in sales volumes across most business segments. However, the
second half saw a moderation in growth due to the combined impact of a high base,
elections in states and impending general elections. Driven by the government's focus on
infrastructure development and a rise in e-commerce, construction, and mining activities,
there a consistent demand for heavy trucks and passenger carriers throughout the year,
leading to a 3% and 28% increase in their sales volumes, respectively. Despite this, the
overall CV industry experienced a modest growth of 2% in FY24 as demand in the ILMCV, SCV
Cargo, and pick-up segments declined, highlighting the cyclical nature of industry. With a
continued emphasis on retail pull from the previous year, the CV Business aimed to further
increase realizations by leveraging its superior BS6 Phase II product range, while also
improving market share, especially in the HCV segment.
With a synergised backend and a fully equipped front end, each business vertical is
independently charting its growth path with clear milestones set to track financial and
market outcomes.
CV business improved on key customer facing metrics. The business achieved the
highest-ever Net Promoter ofScore (‘NPS') of 72 while maintaining stable Brand Power.
The business continues to maintain high levels on Composite Customer Satisfaction Index in
FY24.
143 products and 700+ variants for passenger and cargo transportation were launched in
FY24 to fulfil the growing demand for safer, smarter and greener mobility solutions. CV
exports remained subdued due to the prevailing economic situation as well as geopolitical
events in most overseas markets. In FY24, the exports were 12% lower than in FY23, while
revenue maintained its level of the previous year due to improved mix. Major drop was
witnessed in the SAARC region (-10%) driven by Total Industry Volume (‘TIV')
softening, forex shortages, and liquidity crunch in the latter half of the year. MENA
region witnessed 23% year-on-year (‘y-o-y') in exports. The business retained and
grew its market share and also sequentially improved margins across most markets. CV
business won several prestigious awards in FY24 acknowledging the excellence of products,
services, solutions, initiatives and people, with few notable ones being Coveted National
Energy Conservation Award from President of India, Golden Peacock National Quality Award,
CII Industrial Innovation award, 7 Apollo Commercial Vehicle Magazine awards, Gunsan Grand
Commerce & Industry Award and others.
Please refer to the paragraphs on Commercial Vehicles in the Management Discussion
& Analysis section for detailed analysis.
Tata Motors Passenger Vehicles Limited (‘TMPVL')
The Indian Passenger Vehicle (‘PV') industry recorded the highest-ever annual
wholesale volumes of 4.2 million units in
FY24. After two strong years of growth, the industry growth moderated to 8.6% in FY24
over FY23. The growth has come on the back of strong traction for new product launches and
emission-friendly powertrains, i.e., CNG vehicles and Electric vehicles. The
segment shifts in the industry continues to gain was momentum as the Sports Utility
Vehicle (‘SUV') segment grew 28% as compared to FY23 and now accounts for 51% of the
overall industry volumes. The demand for hatches continues to decline as the volumes have
decreased by 12% as compared to FY23.
In FY24, the PV business achieved the highest-ever volumes of 573,541 (including EV)
units including 2,542 units of exports.
The PV business further strengthened its position as the #3 player in the automobile
industry. The PV business growth has been driven by the unique multi-powertrain strategy,
strong response to new facelifts, reimagined front-end and manufacturing excellence.
Please refer to the paragraphs on Passenger Vehicles in the Management Discussion &
Analysis section for detailed analysis.
Tata Passenger Electric Mobility Limited (‘TPEML')
The Indian Electric Vehicle (‘EV') industry witnessed 70% growth in FY24, with
over 1 lakh units sales volume in the year as compared to 58 thousand units in FY23. The
growth was driven by increased customer adoption of EVs, as barriers to adoption are
increasingly being addressed. The year also saw launches of many new EV models by
automobile manufacturers, as the competitive intensity in the continues to grow.
The EV business continues to consolidate its leadership position in the EV industry
with 73,844 units of EV sales in FY24. The EV business took holistic steps to enable
mainstream adoption of EVs. Tata Motors' EV product portfolio widened with the
introduction of Punch.ev, which opened up a new price point and bodystyle for
customers. To drive a faster pace of growth for charging infrastructure, the EV Business
team also conducted the first Charging Day event, which has brought about open
collaboration with charging ecosystem players. The EV business also launched a new
customer facing brand identity for EVs and EV-exclusive showrooms, to provide a
differentiated and curated experience for customers. As a result of these initiatives, the
EV business registered a growth of 48% in FY24 over FY23.
Please refer to the paragraphs on Passenger Vehicles in the Management Discussion &
Analysis section for detailed analysis.
Jaguar Land Rover (‘JLR')
JLR recorded revenue of ?29.0 billion in FY24 compared to ?22.8 billion in FY23 (as per
IFRS). For FY24, wholesales (excluding China joint venture) were 401,303 up 24.9% y-o-y
and retails were 431,733 up 21.7% y-o-y. Profit margins improved with an adjusted EBITDA
margin of 15.9%, driven by higher wholesales, favourable sales mix and improved pricing.
Profit before tax and exceptional items ?2.2 billion, in FY24, compared to a loss before
tax and exceptional items of ?(64) million in the prior financial Profit after tax was
?2.6 billion, up significantly from a ?(60) million a year ago.
Some of the key highlights of FY24 were:
Reimagine transformation strategy progressing: Waiting list for Range Rover Electric
opened; Nitra to produce electric vehicles by 2030; Halewood announced as becoming all
electric production facility.
Sustainable projects continue: JLR to generate over a quarter of its UK electricity
through off-grid renewable energy plan; New ?250 milllion state-of-the-art future energy
lab opened at Whitley; JLR to reduce UK road freight emissions by 84% through new
alternative fuel and electric powered transport fleet.
Ratings upgrades from S&P and Moody's: 2 notch upgrade during the year from
S&P, 1 notch from Moody's
Strong production volumes during the year: Chip and other supply constraints eased with
the benefit of agreements and key relationships; MLA production continued to ramp up with
addition of another body shop in Solihull; Nitra continues on 3 shift pattern.
Further strengthening of Tata Ecosystem with Agratas UK cell manufacturing facility to
supply to JLR; strategic collaboration announced with TPEML.
JLR products continue to win awards: Range Rover Sport and Defender win consumer
awards; Defender 110 D300
X-Dynamic S wins What Car? Car of the Year ‘Best seven-seater' award.
?1.8 billion of debt repaid out of operating cash: including $400 million of bonds
tendered during the year.
Repaid ?1.8 billion equivalent of debt, reducing total gross debt to ?0.7 billion as at
March 31, 2024.
Please refer to the paragraph on JLR in the Management Discussion & Analysis
section for detailed analysis.
Tata Technologies Limited (‘TTL')
In a milestone move, TTL debuted on the stock exchanges in India viz., BSE
Limited and National Stock Exchange of India Limited on November 30, 2023, marking the
first Initial Public Offering (‘IPO') from the Tata Group in nearly two decades. The
listing occurred at an impressive premium of 140% over its issue price of 500. The IPO
garnered overwhelming attention with over 73 lakh total applications, a massive 69.4 times
over subscription. The Qualified Institutional Buyers (‘QIBs') showed a record
subscription of 203.4 times of their allocated quota. By the end of the first day of
trading, TTL was valued at 53,820 crore ($6.5 billion). From its humble beginnings as an
automotive design division for the Company to a historic listing on the Indian stock
exchanges, TTL has come a long way.
TTL is a global product engineering and digital services company. Since 2019, it has
consistently held the top position among India-based automotive ER&D service providers
in Zinnov Zone. In FY24, TTL achieved its highest-ever revenue of 5,117 crore, marking a
15.9% increase as compared to FY23, along with an Operating EBITDA of 942 crore. of Over
the past three years, revenue from operations has demonstrated a robust 29% CAGR, while
Operating EBITDA has shown an even stronger growth rate of 35% CAGR. This growth is
attributed to significant demand in both services and technology solution sectors. As of
March 31, 2024, TTL had a headcount of 12,688 talented professionals.
Tata Motors Finance (‘TMF')
The year had been a pivotal year for TMF with steps taken from Q4FY24 towards sourcing
and growing quality book yielding the desired results. The focus during the year remained
on strengthening risk guard rails to ensure prudent sourcing and targeted collection
strategies to reduce delinquencies. As a result, TMF group's Assets Under Management
(‘AUM') reduced by 7.6% y-o-y to 40,060 crore, as against 43,338 crore in the
previous year. Net Income margins on normalized basis remained range bound at 4.8% from
4.9% despite higher borrowing rates during the year. Provision coverage on gross
Non-Performing Assets was maintained at 44% as of March 31, 2024 resulting in a
consolidated profit before tax FY24 of 88 crore as against loss of ( 993) crore in FY23.
Please refer to the paragraph on Tata and other brand vehicles- Vehicle Financing in
the Management Discussion & Analysis section for detailed analysis.
Tata Daewoo Commercial Vehicle Company Limited (‘TDCV')
The revenues for FY24 increased by 7.7% to 1,010.03 billion as compared to 937.89
billion in FY23. The vehicle volumes was 9,501 units in FY24 compared to 9,493 units in
FY23. Domestic sales were subdued due to downturn in Korean economy, which was compensated
by strong demand in exports.
Please refer to the paragraph on Tata Commercial Vehicles and Tata Passenger Vehicles-
Exports in the Management Discussion & Analysis section for detailed analysis.
SHARE CAPITAL
During the year, the Company issued and allotted 23,94,676 Ordinary shares of 2/- each
in the Company, pursuant to exercise of stock options by the eligible employees of the
Company and its subsidiary companies, under the Tata Motors Limited Employees Stock Option
Scheme 2018.
As a result of such allotment, the paid-up share capital increased from 7,66,01,71,947
(comprising of 3,82,98,47,221 equity share of 2/- each) as on March 31, 2023 to
7,664,961,299 (comprising of 3,832,241,897 equity share of 2/- each) as on March 31, 2024.
The shares so allotted rank pari-passu with the existing share capital of the
Company.
Except as stated herein, there was no other change in the share capital of the Company.
SCHEME OF ARRANGEMENT FOR THE PROPOSED REDUCTION OF SHARE CAPITAL BY CANCELLATION OF
‘A' ORDINARY SHARES
The Board at its meeting held on July 25, 2023 approved a Scheme of Arrangement of the
Company and its shareholders and creditors (‘Scheme'). The Scheme, inter alia,
provides for reduction of capital through cancellation of the ‘A' Ordinary Shares and
the consequent issuance and allotment of the Ordinary Shares, as consideration other than
cash for such reduction. The consideration payable is 7 (seven) New Ordinary Shares for
every 10 (ten) ‘A' Ordinary Shares cancelled (‘Capital Reduction
Consideration'). Implementation of the Scheme shall simplify and consolidate the Company's
capital structure as well as preserve liquidity for the Company's growth; be value
accretive & beneficial for the shareholders of the Company and shall allow the
‘A' Ordinary Shareholders and Ordinary Shareholders to continue to participate in the
Company's performance, as Ordinary Shareholders.
The Company received the ‘observation letter' dated December 20, 2023 issued by
BSE Limited and ‘observation letter' dated December 21, 2023 issued by National Stock
Exchange Limited and filed necessary application before the Hon'ble National Company Law
Tribunal, Mumbai Bench (‘Hon'ble NCLT') for necessary directions on January 2, 2024.
The Hon'ble NCLT vide order dated March 22, 2024 read with order dated March 28, 2024,
inter alia, directed the Company (i) to convene and hold the meeting of the
shareholders (holding Ordinary shares in the Company) on April 30, 2024; (ii) to convene
and hold the meeting of the shareholders (holding ‘A' Ordinary shares in the Company)
on April 30, 2024; (iii) dispensed the convening and holding of the meeting of the secured
creditors; and (iv) dispensed convening and holding of the meeting of the unsecured
creditors (including debenture holders) (‘Unsecured Creditors'). The Company in
compliance with the directions of the Hon'ble NCLT, convened meetings of the Ordinary and
‘A' Ordinary Shareholders on April 30, 2024 to seek shareholder approval on the
Scheme. The Scheme was approved by the requisite majority by both classes of the
shareholders and also approved by the majority of the minority public shareholders of both
the classes.
For results of the voting by the Shareholders for both classes of meetings, please
visit our website athttps://www.
tatamotors.com/scheme-of-arrangement-between-tml-and-its-shareholders-and-creditors/
DELISTING OF AMERICAN DEPOSITARY SHARES (‘ADS')
The Company had on November 9, 2022 conveyed its intention to voluntarily delist the
ADSs from the New York Stock Exchange (‘NYSE'), effective close of trading hours on
the NYSE on January 23, 2023. As a consequence thereof, the ADSs stopped trading on NYSE
and no over-the-counter trading of the
ADSs in the United States was allowed due to regulatory restrictions under the Indian
law. Necessary intimation in this regard was communicated to the stock exchanges in India
as well as to the respective ADS holders.
The ADS holders who wished to convert their ADSs into underlying Ordinary Shares of the
Company, surrendered their ADSs to Citibank NA (‘the Depositary') on or before July
24, 2023 and received Ordinary Shares in the Company in the ratio of 5 Ordinary Shares of
2/- each for every 1 ADS held by them. Subsequently, in accordance with the terms
described in the Notice of termination of ADS facility and as provided in the Deposit
Agreement, Citibank NA sold the remaining underlying Ordinary Shares corresponding to the
outstanding
ADSs and distributed the proceeds thereof to the ADS holders who had not converted
their ADSs into Ordinary Shares in the Company, subject to deduction of prescribed
withholding tax, as applicable. Further, the Company had completed all formalities and
submitted requisite Form 15F with the United States Securities Exchange Commission
(‘SEC') on January 24, 2024 for deregistering all its securities with the SEC and
terminating its reporting obligations under the Securities Exchange 1934 (‘Exchange
Act') which was effective from April 24, post completion of 90 days from the date of
filing Form 15F In view of the above, the Company is no longer required to prepare its
Annual Report under IFRS in Form 20F from FY24 onwards.
Detailed FAQs on the process and communications related to ADS delisting and
deregistration are hosted on the of the Company at https://www.tatamotors.com/sec-filings/
providing necessary guidance to the ADS Holders.
FINANCE & CREDIT RATING
During FY24, owing to strong free cash flow generation and monetization of non-core
investments, the Motors Group continued to deliver on deleveraging plans and achieved
significant reduction in net auto debt 27,665 crore. The Net Auto Debt of Tata Motors
Group stood at 16,022 crore at the end of FY24 as compared to 43,687 crore at the end of
FY23. The Company prepaid $349.4 million of bonds and ECB's, while JLR prepaid $400
million equivalent long term bonds. The Group continues to maintain sufficient liquidity
at all times to navigate impact of external challenges. The Company did not raise any
long-term debt in FY24. As at March 31, 2024, the Group liquidity for domestic operations
was 10,241 crore, the liquidity at JLR was ?5.7 billion (including unutilized credit
facility of ?1.5 billion). The domestic operations turned cash positive at 987 crore,
whereas the net debt at JLR was ?732 million.
As business performance improved sequentially, the credit ratings of the Company
improved. Rating agencies taken note of the turnaround in financial performance,
deleveraging and strong business profile for each of the auto business verticals.
During the year, S&P and CARE upgraded the rating of the Company by two notches to
BB+/Positive and AA+ /
Stable, respectively. Moody's, CRISIL and ICRA upgraded the rating by one notch to
Ba3/Positive, AA/Positive, and AA / Stable, respectively.
Please refer to the paragraph on Credit Ratings in Corporate Governance Report and
Liquidity and Capital Resources in the Management Discussion & Analysis section for
detailed analysis.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION
There are no material changes affecting the financial of the Company subsequent to the
close of the FY24 till the date of this Report.
CONSOLIDATED FINANCIAL STATEMENT
The consolidated financial statements of the Company and its subsidiaries for FY24 have
been prepared in compliance with the applicable provisions of the Companies Act, 2013 of
(‘the Act') and as stipulated under Regulation 33 of SEBI Listing Regulations as well
as in accordance with the Indian Accounting Standards notified under the Companies (Indian
Accounting Standards) Rules, 2015. The audited consolidated financial statements together
with the Independent Auditor's
Report thereon form part of this Annual Report.
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.
Further, pursuant to the provisions of Section 136 of the Act, the Company will make
available the said financial statement of the subsidiary companies upon a request by any
Member of the Company or its subsidiary companies. These financial statements of the
Company and the subsidiary companies will also be kept open for inspection by Members. The
Members can send an e-mail to inv_rel@tatamotors.com upto the date of the AGM and the same
would also be available on the Company's website URL: https://www.tatamotors.com/
subsidiary-annual-reports/ the
SUBSIDIARY, JOINT ARRANGEMENTS AND ASSOCIATE COMPANIES
The Company had 90 subsidiaries (15 direct and 75 indirect), 11 associate companies, 5
joint ventures and 2 joint operations during FY24 as disclosed in the accounts.
A diagrammatic representation of the subsidiary structure is available on the Company's
website at: https://www.tatamotors.com/annual-reports/During FY24, the following changes
have taken place in subsidiary / associates / joint venture companies:
The Company sold 9.9% stake in TTL through a secondary sale, by way of pre-IPO
arrangement.
• The Company further divested its stake in the IPO of TTL by way of an OFS. As a
result, the Company's shareholding in TTL was reduced from 64.79% to 53.39%
(i.e., from 262,844,816 to 216,569,816 Equity Shares), of the issued and paid up
Equity Share capital of TTL.
The Company acquired a 26.79% stake in Freight Tiger Commerce Solutions Private Limited
for 150 crore based on the Securities Subscription Agreement Share Subscription Agreement.
Tata Motors (SA) (Pty) Limited (‘TMSA') ceased to be a wholly-owned step-down
subsidiary of the Company following the execution of a share transfer agreement.
This agreement involved TML Holdings Pte Limited, a wholly-owned subsidiary of the
Company, transferring its entire investment in equity shares of TMSA to Tata Africa
Holdings (SA) Proprietary Limited.
The Hon'ble NCLT, Mumbai bench passed an Order on May 12, 2023 approving a Scheme of
Arrangement between Tata Motors Finance Limited (‘TMFL') (name changed from Tata
Motors Finance Solutions Limited w.e.f. October 26, 2023) (Resulting Company) and TMF
Business Services Limited (‘TMFBSL') (name changed from Tata Motors Finance Limited
w.e.f August 7, 2023) (Demerged Company) and their respective shareholders under Section
230 to 232 other applicable provisions of the Act, being step-down wholly owned
subsidiaries of the Company, and wholly-owned subsidiaries of TMF Holdings Limited
(‘TMFHL'). The Scheme provided for demerger, transfer and vesting of the Demerged
Undertaking from TMFBSL to TMFL on a going concern basis. The appointed date of the Scheme
was April 1, 2023 and effective date June 30, 2023. Consequent to the demerger, TMFBSL
became an unlisted public company and also ceased as Non-Banking Financial Company
(‘NBFC').
• Tata Motors European Technical Centre plc, a step-down wholly owned subsidiary
of the Company, and a wholly-owned subsidiary of Tata Passenger Electric Mobility Limited
(‘TPEML'), was renamed as Tata Motors Design Tech Centre plc (‘TMDTC') w.e.f.
December 8, 2023.
There has been no material change in the nature of the business of the Company's
subsidiaries.
The policy for determining material subsidiaries of the Company is available on the
Company's website URL: https://www.tatamotors.com/wp-content/ uploads/2023/11/material.pdf
RISK MANAGEMENT
The Board of the Company has constituted a Risk Management Committee to frame,
implement, monitor and review the Risk Management plan and to ensure its effectiveness.
Through an Enterprise Risk Management Program, the business units and the corporate
functions address their short term, medium term and long terms risks.
The Audit Committee has an additional oversight on the financial risks and controls.
Please refer paragraph on Risk Management on page no. 72 of this Integrated Report for
detailed analysis.
INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY
The Company's internal control systems are commensurate with the nature of its
business, the size and complexity of its operations and such internal financial controls
with reference to the Financial Statements are adequate.
Please refer to the paragraph on Internal Control Systems and their Adequacy in the
Management Discussion & Analysis section for detailed analysis.
HUMAN RESOURCES
Please refer to the paragraph on Human Resources / Industrial Relations in the
Management Discussion & Analysis section for detailed analysis.
DIVERSITY AND INCLUSION
The Company believes that Diversity, Equity and Inclusion (‘DEI') in the
workplace, nurture innovation by leveraging the variety of opinions and perspectives from
employees who come from varied backgrounds. In order to formalize the imperative actions
towards DEI, the Company has launched a dedicated DEI brand identity DEIsha which anchors
plethora of activities. One of the flagship initiative DEIsha is ONEderful Conversations
where identified people managers underwent half day workshops driven by trained
facilitators from business. As on the date of the report ~1300 people managers have
undergone these workshops.
DEIsha also launched its first batch of empowHER a woman capability development program
where nominated women professionals from L3 and L4 underwent a 3 month hybrid program.
Pride Month and Women's Day was celebrated with great enthusiasm across locations. Our
Chief Diversity Officer also joined the aforesaid programs and brought in rich experiences
and meaningful value that added on to the journey of DEIsha. Overall, women development
and mentoring programs have increased, with a clear focus on nurturing their career
journeys, to help the Company build a pipeline of diversified women leaders in the near
future. The Company employed 11.05% women employees in FY24 as against 7.64% women
employees in FY23 and 4.97% in FY22. In addition to promoting gender diversity, the
Company is committed to fostering inclusivity across various dimensions, including LGBTQ
individuals and Persons With Disabilities (‘PWD'). On LGBTQ, the Company hired 18
trans colleagues who have joined in facility management sectors based in Pune CVBU plant
and Smart Mobility, North Zone. The Company is in the process of job mapping to identify
suitable roles for PWD candidates, with the aim of facilitating their integration into the
workforce starting FY25 onwards.
PREVENTION OF SEXUAL HARASSMENT (‘POSH')
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, and Rules framed thereunder. Internal Complaints Committee
(‘ICC') is in place for all works and offices of the Company redress complaints
received regarding sexual harassment. During FY24, the Company has received 11 complaints
on sexual harassment, of which 7 have been suitably closed in accordance with the
Company's processes. The pending cases mostly comprise those registered in the last
quarter of FY24 and are currently undergoing investigations at stages. In addition, five
carry forward cases of last year were closed suitably in FY24. The Company organized over
300 awareness workshops across various locations in order to cover flexible &
temporary workforce, blue collar employees, new joiners, etc., covering approximately
14,000 resources (cumulative).
In order to ensure uniform understanding and wider coverage, a video based awareness
module has been developed in local languages for blue collar and contractual employees and
released for deployment across the organization in April 2023. E-module training on POSH
awareness is mandatory for white collar new joiners. New POSH Scenario based assessment
e-module was rolled out in March 2024, for all permanent white collar employees.
TATA MOTORS LIMITED SCHEMES (‘SCHEMES')
The Company has in force the following Schemes, which were framed under the Securities
and Exchange Board of India (Share Based Employee Benefits) Regulations, (‘SBEB
Regulations'):
Tata Motors Limited Employees Stock Option Scheme 2018 (‘TML ESOP Scheme 2018');
and Tata Motors Limited Share-based Long Term Incentive Scheme 2021 (‘TML SLTI Scheme
2021').
TML ESOP Scheme 2018
Pursuant to the approval of Members at the AGM held on August 3, 2018, the Company
adopted TML ESOP Scheme 2018, in order to retain and incentivize key talent, for driving
long term objectives of the Company and ensuring that employee payoffs match the long
gestation period of certain key initiatives whilst simultaneously fostering ownership
behavior and collaboration amongst employees.
The TML ESOP Scheme 2018 was implemented for grant of not exceeding 1,38,00,000 Stock
Options in aggregate to entitle the grantees to acquire, in one or more tranches, not
exceeding 1,38,00,000 Ordinary Shares in the Company of the face value of 2/- each at an
Exercise price of 345/- per share.
During FY23, at the AGM held on July 4, 2022, the Members had approved amendment in the
TML ESOP Scheme 2018. As of March 31, 2024, out of the said 81,47,633 stock options so
granted, 48,58,367 stock options have been vested, out of which 34,88,016 stock options
have been exercised. Further, no stock options remained unvested and 3,52,018 stock
options had been treated as lapsed and forfeited. Subsequently, the Company had allotted
23,94,676 Ordinary Shares of 2/- each during the period from April 1, 2023 to March 31,
2024 under the TML ESOP Scheme 2018.
TML SLTI Scheme 2021
Pursuant to the approval of Members at the AGM held on July 30, 2021, the Company
adopted the TML SLTI Scheme 2021. The TML SLTI Scheme 2021 comprises of two reward
mechanisms; (a) Performance Share Units, and (b) Stock Options. The objective of TML SLTI
Scheme 2021 is to reward Eligible employees of the Company and its subsidiaries, to drive
long term objectives of the Company, to motivate and retain employees by rewarding for
their performance, to retain and incentivize key talent to drive long term objectives of
the Company, to ensure that the senior management employees' compensation and benefits
match the long gestation period of certain key initiatives; and to drive ownership
behaviour and collaboration amongst employees.
In terms of TML SLTI Scheme 2021, (i) Not exceeding 75,00,000 Ordinary Shares of the
face value of 2/- each fully paid up, and (ii) Not exceeding 14,00,000 Ordinary Shares of
the face value of 2/- each fully paid up; are available for grant by the Company to the
eligible employees of the Company and that of its subsidiary companies. The Eligible
employees shall be granted stock options and/or performance share units, as determined by
Nomination and Remuneration Committee (‘NRC').
During FY24, there has been no change in the TML SLTI Scheme 2021. In FY22, 8,39,650
stock options and 9,64,569 Performance share units were granted, in FY23, 6,59,186
Performance share units were granted and in FY24, 9,86,232 Performance share units were
granted. There were no performance share units vested or any shares issued on vesting
during the year and 1,35,243 stock options and 1,95,448 performance share units had lapsed
and forfeited. The statutory disclosures as mandated under the SBEB Regulations and a
certificate from the Secretarial Auditors confirming implementation of the above Schemes
in accordance with SBEB Regulations and Members approval, have been obtained. The same are
available for electronic inspection by the Members during the AGM and are also hosted on
the website of the Company URL: https://www.tatamotors.com/esop/ .
PARTICULARS OF EMPLOYEES AND REMUNERATION
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 is annexed to the Report as Annexure-1.
Statement containing particulars of top 10 employees and particulars of employees as
required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a
separate Annexure forming part of this report. In terms of proviso to Section 136(1) of
the Act, the Report and Accounts are being sent to the Members, excluding the aforesaid
Annexure. The said Statement is also open for inspection. Any Member interested in
obtaining a copy of the same may write to the Company Secretary at inv_rel@tatamotors.com.
None of the employees listed in the said Annexure are related to any Director of the
Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI Listing the Business Responsibility and
Sustainability Report (‘BRSR') on initiatives taken from an environmental, and
governance perspective, in the prescribed format is available as a separate section of
this Annual Report and is also available on the Company's website URL: https://www.
tatamotors.com/annual-reports/ In terms of SEBI Listing Regulations, the Company has
obtained, BRSR Reasonable assurance on BRSR Core Indicators from KPMG Assurance and
Consulting Services LLP, Mumbai on a standalone basis.
SAFETY AND HEALTH – PERFORMANCE & INITIATIVES
The Company remains steadfast in fostering a world-class safety culture, prioritizing
the well-being of its employees and stakeholders across all operational facets. Throughout
FY24, the Zero Incident Plan continued to be a cornerstone, featuring 31 themes and 51
major actions led by a Senior Leader, ensuring its sustained effectiveness. A robust
governance system ensures multi-level safety reviews, with the Safety, Health and
Sustainability (‘SHS') Committee of the Board serving as the apex review body.
Monthly evaluations by SHE Councils and Apex Committees plant levels oversee safety
performance, while focused safety reviews are conducted in non-manufacturing areas at
defined intervals, engaging Customer Service and Warehouse teams.
Continuing its commitment to enhancing safety culture, the Company engaged external
experts DSS+ to fortify our approach across four pillars: Leadership and Governance,
Operations and Risk, Business Partners, and People & Performance. Strategically
aligned actions for FY24 focus on proactive governance and fostering a Zero Harm Culture
through leadership behaviors communicated across all levels. In Operations and Risk, the
Company's Model Areas Initiative showcased exemplary safety role modeling, with leaders
demonstrating adherence to safety standards. The Company's systematic approach to hazard
identification and at Critical to Safety Stations led to a significant reduction injuries.
Furthermore, initiatives such as Drive Zero targeted risk areas with a focus on defensive
driving and safety checks, were undertaken.
Embracing digitalization, the Company implemented various applications leveraging video
analytics and AI, particularly at Jamshedpur and Sanand-1. The Company's long-term
business partner strategy integrates Contractor Safety Management activities, ensuring
partner accountability and utilization. Interaction and engagement with business partners
have been paramount, with initiatives like focused contractor employee safety targeting
critical areas. In People and Performance, the Company's workforce is empowered through
training and recognition programs, exemplified by commendable self-directed team
achievements and focused training sessions on risk perception.
Despite our efforts, there were two unfortunate workplace related fatal incidents these
were thoroughly investigated with systemic actions implemented across the Company.
Reflecting on the Company's performance, Total Recordable Case Frequency Rate increased
slightly, underscoring the need for continual improvement.
The Company remains resolute in its dedication to enhancing safety performance, as
evidenced by our initiatives and recognitions during FY24.
HEALTH
Under Health and Wellness, the Company strengthened physical wellness offerings through
‘Healthy Workplace' program further by implementing various prevention strategies
like Secondary prevention (Cardiac risk evaluation, stress test & ensuring disease
control status), Primary prevention (Tobacco cessation program, Obesity management program
& pre-diabetes detection / awareness), and Primordial prevention (Canteen menu
transformation). The Company continues to provide "Employees Assistance
Program"- a confidential, third party, free of cost counselling service for employees
since April 2020. During FY24, 603 employees and dependents availed counselling service
through helpline and offline counselling offered.
Under ‘Business Partner dignity program' during FY24, 17,224 employees were
provided free consultation & treatment at Company health centers. 1693 women employees
were screened for anemia and 186 were provided with free iron supplements resulting in
anemia correction Additional 4994 business partner employees joined emotional health
awareness initiatives.
As a result of focused wellness strategies and effective implementation across employee
groups, the Company received the Platinum Healthy Workplaces award from Arogya World on
December 8, 2023.
ENERGY & ENVIRONMENT
The Company has always been conscious of the need to conserve energy in its
manufacturing plants and to the protect environment. Energy conservation is achieved
through optimized consumption of power and fossil fuels and improvements in energy
productivity through Energy Conservation (‘ENCON') projects, which contributes in
reduction in operational costs and climate change through reduction in greenhouse gases.
The Company is also signatory to RE100 - a collaborative, global of influential businesses
committed to 100% electricity and is working towards increasing the amount of renewable
energy generated in-house and procured from off-site sources.
In FY24, the said ENCON efforts contributed to energy savings of 51.72 lakh kWh
electricity and 19302.61 GJ of fuel, resulting into avoided emission of 4858.94 tCO2. In
FY24, the Company generated / sourced 114.05 million kWh of renewable electricity for its
manufacturing operations, which amounts to 33% of the total power consumption for the
Commercial Vehicle operations and contributed in avoidance of emission of 81,658 tCO2.
The Company generates Renewable Energy (‘RE') in-house through Solar photovoltaic
(‘Solar PV') installations, off-site captive wind farms and through procurement
off-site wind & solar power through Power Purchase Agreements (‘PPA's') and
International Renewable Energy Certificate (‘i-REC'). As on FY24, the Company's
in-house installed Solar PV installation capacity are Pimpri (Pune) 7.35 MWp; Chinchwad
(Pune) - 0.435 MWp; Jamshedpur 8.01 MWp; Pantnagar - 16 MWp; Lucknow - 6 MWp; and Dharwad
- 1 MWp.
In FY24, the Company conserved a total of 9.07 lakh m3 of water through
recycling effluents and rainwater which is 30% of total water consumption. Plants at
Lucknow and Dharwad have achieved Water Positive certification plant at Pantnagar has
achieved Water Neutral certification as per CII-GBC. The remaining plants are working
towards achieving the same.
In FY24, the Company sustained its efforts across Plants to divert hazardous waste from
landfill / incineration derive value from the same. Several plants divert hazardous wastes
for energy recovery through co-processing at cement plants. The Company will continue this
initiative ultimately achieve ‘Zero Waste to Landfill' status for all its
manufacturing operations.
CORPORATE SOCIAL RESPONSIBILITY
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 in
the format prescribed in the Companies (‘CSR Policy') Rules, 2014 are set out in
Annexure - 2 of this Report. The CSR Policy is available on Company's website at URL:
https://www.tatamotors.com/ corporate-responsibility/governance/
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO
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 herewith as Annexure - 3.
ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for FY24 is uploaded on the website of the
Company and the same is available on https://www. tatamotors.com/annual-reports/
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment / Re-appointment
As reported last year, Mrs Usha Sangwan (DIN: 02609263), was appointed as an Additional
and Non-Executive Independent Director on the Board of the Company w.e.f May 15, 2023. At
the 78th AGM held on August 8, 2023, the Members approved her appointment as an
Independent Director of the Company for a period of 5 years i.e., from May 15, 2023
to May 14, 2028.
The Board on the recommendation of NRC and in accordance with provisions of the Act and
SEBI Listing Regulations has re-appointed Ms Vedika Bhandarkar (DIN: 00033808) as a
Non-Executive Independent Director on the Board for a second term of 5 years, w.e.f. June
26, 2024, subject to approval of Members at this AGM.
The Board on the recommendation of NRC and in accordance and with provisions of the Act
and SEBI Listing Regulations, has appointed Mr Bharat Puri (DIN: 02173566) as an
Additional and Non-Executive Independent Director on the Board for a tenure of 5 years
from May 15, 2024 to May 14, 2029 (both days inclusive), subject to approval of Members at
this AGM. He shall hold office as Additional Director upto the date of this AGM and is
eligible for appointment as an Independent Director. to In accordance with provisions of
the Act and the Articles of Association of the Company, Mr Girish Executive Director (DIN:
03119361) is liable to retire rotation at this AGM and is eligible for re-appointment. Mr
Mitsuhiko Yamashita (DIN:08871753), a Non-Executive Non-Independent Director, ceased to be
a Director of the Company with effect from October 27, 2023, upon attaining the retirement
age as per the Company's Governance Guidelines on Board Effectiveness.
The Board places on record its sincere appreciation for his contributions and extends
gratitude Mr Mitsuhiko Yamashita for his invaluable service as a Director on the Board.
His insightful contributions have a pivotal role in steering the Company's strategic
direction and fostering growth.
The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and
the Secretarial Standards (‘SS')-on General Meetings are given in the Notice of AGM,
forming part of the Annual Report.
Independent Directors
In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr O P Bhatt, Ms
Hanne Sorensen, Ms Vedika Bhandarkar, Mr K V Chowdary, Mr Al-Noor Ramji and Mrs Usha
Sangwan are the Independent Directors of the Company as on date of this Report.
All Independent Directors of the Company have given declarations under Section 149(7)
of the Act, that meet the criteria of independence as laid down under Section 149(6) of
the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8)
of the Regulations, the Independent Directors have confirmed they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent
judgement and without any external influence. The Independent Directors of the Company
have undertaken requisite steps towards the inclusion of their names in the data bank of
Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms
Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014.
In the opinion of the Board, the Independent Directors possess the requisite expertise
and experience and are persons of high integrity and repute. They fulfill the conditions
in the Act as well as the Rules made thereunder and are independent of the Management.
Key Managerial Personnel
In terms of Section 203 of the Act, the Key Managerial Personnel (‘KMPs') of the
Company during FY24 are:
Mr Girish Wagh, Executive Director
Mr P B Balaji, Group Chief Financial Officer
Mr Maloy Kumar Gupta, Company Secretary
CORPORATE GOVERNANCE
Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate
Governance along with the certificate from a Practicing Company Secretary certifying
compliance with conditions of Corporate Governance is annexed to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis, as required in terms of the SEBI Listing
Regulations, is annexed to this Report.
MEETINGS OF THE BOARD
The Board held 7 (seven) meetings during the FY24.
For details, please refer to the Report on Corporate Governance, which forms part of
this Report.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority.
The following Committees constituted by the Board function according to their
respective roles and defined scope:
Audit Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Stakeholders' Relationship Committee
Risk Management Committee
Safety, Health and Sustainability Committee
Technology Committee
Allotment Committee
Details of composition, terms of reference and number of meetings held in FY24 for the
aforementioned Committees are given in the Report on Corporate Governance, which forms a
part of this Report. Further, during the year under review, all recommendations made by
the various Committees have been accepted by the Board.
BOARD EVALUATION
The annual evaluation process of individual Directors, the Board and Committees was
conducted in accordance with the provision of the Act and the SEBI Listing Regulations.
The Board evaluated its performance after seeking inputs from all the Directors on the
basis of criteria such as the Board composition and structure, effectiveness of Board
processes, information and functioning, etc. The performance of the Committees was
evaluated by the Board after seeking inputs from the Committee Members on the basis of
criteria such as the composition of Committees, effectiveness of meetings, etc. The above
criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI.
The Chairman of the Board had one-on-one meetings with the Independent Directors and the
Chairman of NRC had one-on-one meetings with the Executive Non-Executive, Non-Independent
Directors. These meetings were intended to obtain Directors' inputs on effectiveness the
Board / Committee processes.
The Board and the NRC reviewed the performance of individual Directors on the basis of
criteria such as the contribution of the individual Director to the Board and Committee
Meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc In a separate meeting of Independent Directors,
performance of Non-Independent Directors and the Board as a whole was evaluated.
Additionally, they also evaluated the Chairman of the Board, taking into account the views
of Executive and Non-Executive Directors in the aforesaid Meeting The Board also assessed
the quality, quantity and timeliness of flow of information between the Company Management
and the Board that is necessary for the Board to effectively and reasonably perform their
duties. The above evaluations were then discussed in the Board Meeting and performance
evaluation of Independent Directors was done by the entire Board, excluding the
Independent Director being evaluated.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Please refer to the Paragraph on Familiarisation Programme in the Corporate Governance
Report for detailed analysis.
POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION
The Company's Policy on Directors' appointment and remuneration and other matters
provided in Section the Act (salient features) has been briefly disclosed hereunder and in
the Report on Corporate Governance, which is a part of this Report.
Selection and procedure for nomination and appointment of Directors
The NRC is responsible for developing competency requirements for the Board based on
the industry and strategy of the Company. The Board composition analysis reflects in-depth
understanding of the Company, including its strategies, environment, operations, financial
condition compliance requirements.
The NRC conducts a gap analysis to refresh the Board on a periodic basis, including
each time a Director's appointment or re-appointment is required. The NRC reviews and vets
the profiles of potential candidates compared to the required competencies, undertakes due
diligence and meeting potential candidates, prior to making recommendations their
nomination to the Board.
Criteria for determining qualifications, positive attributes and independence of a
Director
In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI
Listing Regulations, the NRC has formulated the criteria for determining qualifications,
positive attributes and independence of Directors, the key features of which are as
follows:
Qualifications - The Board nomination process encourages diversity of thought,
experience, knowledge, age and gender. It also ensures that the Board has an appropriate
blend of functional and industry expertise.
Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the
Directors are expected to demonstrate high standards of ethical behavior, communication
skills and independent judgment. The Directors are also expected to abide by the .
respective Code of Conduct as applicable to them.
Independence - A Director will be considered independent if he/she meets the criteria
laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation
16(1)(b) of the SEBI Listing Regulations.
The Directors affirm that the remuneration paid to Directors, KMPs and employees is as
per the Remuneration Policy of the Company.
The remuneration policy for directors, key managerial personnel and other employees is
also available on the Company's website URL:
https://www.tatamotors.com/wp-content/uploads/2023/10/remuneration-policy.pdf
VIGIL MECHANISM
The Company believes in the conduct of the affairs of its constituents in a fair and
transparent manner by adopting the highest standards of professionalism, honesty,
integrity and ethical behaviour. In line with the Tata Code of Conduct (‘TCoC'), any
actual or potential violation, howsoever insignificant or perceived as such, would be a
matter of serious concern for the Company. The role of the employees in pointing out such
violations of the TCoC cannot be undermined. Pursuant to Section 177(9) of the Act, a
vigil mechanism was established for directors and employees to report to the management
instances of unethical behaviour, actual and or suspected, fraud or violation of the
Company's code of conduct or ethics policy. The vigil mechanism provides multiple channels
for reporting concerns including an option for escalations, if any, to the Chairperson of
the Audit Committee of the Company.
The policy of vigil mechanism is available on the Company's website at URL:
https://www.tatamotors.com/wp-content/ uploads/2023/11/whistle-blower-policy.pdf
AUDIT
Statutory Audit
M/s B S R & Co. LLP, (‘BSR') Chartered Accountants (ICAI Firm No. 101248W/ W
100022), were re-appointed as the Statutory Auditors of the Company for a tenure of 5
years commencing from the conclusion of the 77th AGM of the Company until the
conclusion of the 82 nd AGM of the Company to be held in the year 2027.
The Statutory Auditor's Report does not contain any qualifications, reservations,
adverse remarks or disclaimers
Branch Audit
The Resolution authorizing the Board to appoint Branch Auditors for the purpose of
auditing the accounts maintained at the Branch offices of the Company abroad is being
placed for approval of the Members in the Notice for this AGM.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Director appointed M/s
Parikh & Associates, (Registration No. - P1988MH009800), a firm of Company Secretaries
in Practice to conduct the Secretarial Audit of the Company for the year ended March 31,
2024. The Report of the Secretarial Audit is annexed herewith as Annexure 4A. The
said Secretarial Audit Report does not contain any qualification, reservations, remarks
and disclaimer.
Secretarial Audit Report of Material Unlisted Subsidiary
As per regulation 24(1) of SEBI Listing Regulations, the Company is required to annex
the secretarial audit report of its material unlisted subsidiary to its Annual Report.
TMPVL and TPEML have been identified as Material Unlisted Subsidiaries of the Company for
FY24 and accordingly the Company is annexing the Secretarial Audit Reports of TMPVL and
TPEML as Annexures 4B and 4C, respectively.
Cost Audit & Cost Records
As per Section 148 of the Act, the Company is required to have the audit of its cost
records conducted by a Cost Accountant. The Board of the Company has on the recommendation
of the Audit Committee, approved appointment of M/s Mani & Co., a firm of Cost
Accountants in Practice (Registration No.000004) as the Cost Auditors the Company to
conduct cost audit for relevant products prescribed under the Companies (Cost Records and
Audit) Rules, 2014 for the year ending March 31, 2025.
M/s Mani & Co. have, under Section 139(1) of the Act and the Rules framed
thereunder furnished a certificate of their eligibility and consent for appointment.
The Board on recommendations of the Audit Committee has approved the remuneration
payable to the Cost Auditor, subject to ratification of their remuneration by the at this
AGM. The resolution approving the above proposal is being placed for approval of the
Members in the Notice for this AGM.
The cost accounts and records of the Company are duly prepared and maintained as
required under Section 148(1) of the Act.
OTHER DISCLOSURES
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during FY24 with
related parties were on an arm's length basis and in the ordinary course of business and .
approved by the Audit Committee. Certain transactions, which were repetitive in nature,
were approved through omnibus route.
As per the SEBI Listing Regulations, if any Related Party Transactions (‘RPTs')
exceeds 1,000 crore or 10% of the annual consolidated turnover as per the last audited
financial statement whichever is lower, would be considered as material and would require
Members' approval. In this regard, during the year under review, the Company has taken
necessary Members' approval. However, there were no material transactions of the Company
with any of its related parties as per the Act. Therefore, the disclosure of the Related
Party Transactions as required under Section 134(3)(h) of the Act in AOC-2 is not
applicable to the Company for FY24 and, hence, the same is not required to be provided.
The details of RPTs during FY24, including transaction with person or entity belonging
to the promoter / promoter group which hold(s) 10% or more shareholding in the Company are
provided in the accompanying financial statements. During FY24, the Non-Executive
Directors of the Company had no pecuniary relationship or transactions with the Company
other than sitting fees, commission and reimbursement of expenses, as applicable. Pursuant
to SEBI Listing Regulations, the Resolution for seeking approval of the Members on
material related party transactions is being placed at the AGM. Pursuant to the
requirements of the Act and the SEBI Listing Regulations the Company has formulated a
policy on RPTs and is available on Company's website URL: https://www.
tatamotors.com/wp-content/uploads/2023/11/rpt-policy.pdf
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
As per Section 186, the details of Loans, Guarantees or Investments made during FY24
are given below:
|
|
crore |
| Name of Companies |
Nature of Transactions |
Loans |
Investment |
| TML Smart City Mobility Solutions Ltd. |
Equity infusion |
-- |
199.00 |
| Freight Commerce Solutions Pvt. Ltd. (Freight Tiger) |
Equity investment |
-- |
61.60 |
|
Cumulative Convertible Preference Shares |
-- |
88.40 |
| TML CV Mobility Solutions Ltd. |
Equity infusion |
-- |
478.60 |
| TML CV Mobility Solutions Ltd. |
Loan |
16.00 |
-- |
During FY24, the Company has not given guarantees to any of its subsidiaries, joint
ventures, associates companies and other body corporates and persons.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public during the year under review, and
as such, no amount of principal or interest on deposits from public was outstanding as on
the date of the balance sheet, except for unclaimed and unpaid deposits pertaining to
previous years.
The Company has not accepted any deposits from public during the year under review, and
as such, no amount principal or interest on deposits from public was outstanding as on the
date of the balance sheet, except for unclaimed and unpaid deposits pertaining to previous
years.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory,
cost, secretarial auditors and external agencies, including audit of internal controls
over financial reporting by the Statutory Auditors and the reviews performed by Management
and the relevant Board Committees, including the Audit Committee, the Board is of the
opinion that the Company's internal financial controls were adequate and effective during
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 departures;
b) they have selected such accounting policies and have applied them consistently and
made judgments and estimates that are reasonable and prudent, so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit of Company for that period;
c) they have taken proper and sufficient care the maintenance of adequate accounting
records in accordance with the provisions of the Act, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.
Please refer to the paragraph on Internal Control Systems and their Adequacy in the
Management Discussion and Analysis report for detailed analysis.
SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF')
Refer Corporate Governance Report para on ‘Transfer of unclaimed / unpaid amounts
/ shares to IEPF for details on transfer of unclaimed/unpaid amount/shares to IEPF.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these items during the year under
review: . There are no significant material orders passed by the Regulators or Courts or
Tribunal, which would impact the going concern status of the Company and its future
operation. However, Members attention is drawn to the Statement on Contingent Liabilities
and Commitments in the Notes forming part of the Financial Statement.
No fraud has been reported by the Auditors to the Audit Committee or the Board.
There has been no change in the nature of business of the Company.
ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to all of the Company's employees for
their contribution towards the Company's performance. The Directors would also like to
thank the members, employee unions, customers, dealers, suppliers, bankers, governments
and all other business associates for their continuous support to the Company and their
confidence in its management.
On behalf of the Board of Directors
|
N CHANDRASEKARAN |
|
Chairman |
| Mumbai, May 10, 2024 |
DIN: 00121863 |
|