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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the Month of August 2017
Commission File Number: 001-32294
TATA MOTORS LIMITED
(Translation of registrant’s name into English)
BOMBAY HOUSE
24, HOMI MODY STREET,
MUMBAI 400 001, MAHARASHTRA, INDIA
Telephone # 91 22 6665 8282 Fax # 91 22 6665 7799
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
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Item 1: Form 6-K dated August 22, 2017 along with the Press Release.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.
| Tata Motors Limited | ||
| By: | /s/ Hoshang K Sethna | |
| Name: | Hoshang K Sethna | |
| Title: | Company Secretary | |
| Dated: | August 22, 2017 | |
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| Item 1 |
Tata Motors Limited
Bombay House
24, Homi Mody Street,
Mumbai 400 001 Maharashtra India
| News Release - 1 | August 22, 2017 |
Re.: 72nd Annual General Meeting of the Company for FY 2016-17 held on August 22, 2017
We hereby inform you that Annual General Meeting (AGM) of the Company was held on August 22, 2017 at 3:00 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai 400 020.
Enclosed please find the following disclosures:
| i. | Pursuant to Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the voting results, in prescribed format, with respect to the businesses transacted at the AGM along with the Scrutinizer’s Report is annexed herewith as Annexure A and Annexure B respectively. |
| ii. | Summary of the proceedings of the AGM as required under Regulation 30, Part A of Schedule III of SEBI LODR Regulations is annexed as Annexure C. |
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| News Release – 2 | August 22, 2017 |
Annexure A
August 22, 2017
Date of
the AGM Ordinary Shareholders :
A’ Ordinary Shareholders : 564494
119527
Total number of shareholders on cut-off date (August 15, 2017) Total : 684021
No. of shareholders present in the Meeting either in person or in proxy: 11
Promoters and Promoter Group 424
Public
No. of shareholders attended the Meeting Video Conferencing: NA
Promoters and Promoter Group
Public
Resolution 1
To receive consider and adopt (a) the Audited Standalone Financial Statement of the Company for Financial Year ended March 31, 2017 together with the Board’s Report and the
Auditors’ Report thereon; and (b) the Audited Consolidated Financial Satement of the Company for Financial Year ended March 31, 2017 together with the Auditors; Report thereon.
Resolution required: (Ordinary/ Special) Ordianary
Whether promoter/ promoter group are
interested in the agenda/resolution? No
Total No. of Shares Held Total No. of Votes on Shares Held No. of votes polled % of Votes Polled on outstanding shares No.
of Votes - in favour No. of Votes - against % of Votes in favour on votes polled % of Votes in against on votes polled Invalid Votes % of Votes invalid on votes polled
Category Mode of Voting [1] [2] [3] [4]=[(3)/(2)]*100 [5] [6] [7]=[(5)/(3)]*100 [8]=[(6)/(3)]*100 [9] [10]=[(9)/(3)]*100
1 Promoter and Promoter Group E-Voting 1002703330 100.00 1002703330 0 100.00 0.00 0 0.00
Poll
0 0.00 0 0 0.00 0.00 0 0.00
Postal Ballot(if applicable) 0 0.00 0 0 0.00 0.00 0 0.00
Total 1003145830 1002703330 1002703330 100.00 1002703330 0 100.00 0.00 0 0.00
2 Public -
Institutional holders E-Voting 836738787 70.35 836738787 0 100.00 0.00 0 0.00
Poll 0 0.00 0 0 0.00 0.00 0 0.00
Postal Ballot(if applicable) 0 0.00 0 0 0.00 0.00 0 0.00
Total 1590401073 1189365138 836738787
70.35 836738787 0 100.00 0.00 0 0.00
3 Public-Others E-Voting 507229200 67.98 507181119 48081 99.99 0.01 0 0.00
Poll 98135 0.01 92388 5747 94.14 5.86 0 0.00
Postal Ballot(if applicable) 0 0.00 0 0 0.00 0.00
0 0.00
Total 802303816 746130191 507327335 67.99 507273507 53828 99.99 0.01 0 0.00
Total E-Voting 2346671317 79.87 2346623236 48081 100.00 0.00 0 0.00
Poll 98135 0.00 92388 5747
94.14 5.86 0 0.00
Postal Ballot(if applicable) 0 0.00 0 0 0.00 0.00 0 0.00
Total 3395850719 2938198659 2346769452 79.87 2346715624 53828 100.00 0.00 0 0.00
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TATA MOTORS LIMITED
To
appoint a Director in place of Dr Ralf Speth (Din: 03318908), who retires by rotation and being eligible, offers himself for re-appointment.
Ordinary
Resolution required : (Ordinary / Special) No
Whether promoter / promoter group are interested
in the agenda / resolution?
Resolution No 2
Category Mode of Voting Total No.
of Shares Held Total No. of Votes on Shares Held No. of votes polled % of Votes Polled on outstanding shares No. of Votes in favour No. of Votes in against % of Votes in favour on votes polled % of Votes in favour against on votes polled Invalid
Votes % of Votes invalid on votes polled
[1] [2] [3] [4]=[(3)/(2)]*100 [5] [6] [7]=[(5)/(3)]*100 [8]=[(6)/(3)]*100 [9] [10]=[(9)/(3)]*100
1 E-Voting 1002703330 100.00 1002703330 0 100.00 0.00 0 0.00
Poll 0.00 0 0 0.00 0.00 0 0.00
Postal Ballot(if applicable) 1003145830 1002703330 0 0.00 0 0 0.00 0.00 0 0.00
Promoter andPromoter Group Total 1002703330 100.00 1002703330 0 100.00 0.00 0 0.00
2 E-Voting 834163058 70.14 826725023 7438035 99.11 0.89 0 0.00
Public - Institutional holders
Poll 1590401073 1189365138 0 0.00 0 0 0.00 0.00 0 0.00
Postal Ballot (if applicable) 0 0.00 0 0 0.00 0.00 0 0.00
Total 834163058 70.14 826725023 7438035 99.11 0.89 0 0.00
3 E-Voting 507471496 68.01
5002423932 7227564 98.58 1.42 0 0.00
Public-Others Poll 89415 0.01 82353 7062 92.1 7.9 0 0.00
Postal Ballot (if applicable) 802303816 746130191 0 0.00 0 0 0.00 0.00 0 0.00
Total 507560911
68.03 500326285 7234626 1.43 0 0.00
4 E-Voting 2344337884 79.79 2329672285 14665599 99.37 0.63 0 0.00
Total Poll 89415 0.00 82353 7062 92.1 7.9 0 0.00
Postal Ballot (if applicable) 0 0.00 0 0 0.00
0.00 0 0.00
Total 3395850719 2938198659 2344427299 79.79 2329754638 14672661 99.37 0.63 0 0.00
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TATA MOTORS LIMITED
Appoinment of B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Company
Resolution required : (Ordinary / Special) Ordinary
Whether promoter / promoter group are
interested in the agenda / resolution? No
Resolution No 3
Total No. of Total
No. of No. of votes % of No. of Votes - No. of Votes - % of % of % of
Category Mode of Voting Shares Held Votes on polled Votes in favour against Votes in Votes in
Invalid Votes
Shares Held Polled on favour on against on Votes invalid
outstanding Votes Votes on
shares polled polled Votes
polled
[1] [2] [3] [4]=[(3)/(2)]*100 [5] [6] [7]=[(5)/(3)]*100 [8]=[(6)/(3)]*100 [9]
[10]=[(9)/(3)]*100
1 Promoter and Promoter Group E-Voting 1003145830 1002703330 1002703330 100.00 1002703330 0 100.00 0.00 0 0.00
Poll 0 0.00 0 0 0.00 0.00 0 0.00
Postal Ballot (if applicable) 0 0.00 0 0 0.00 0.00 0 0.00
Total 1002703330 100.00 1002703330 0 100.00 0.00 0 0.00
2 Public -
Institutional holders E-Voting 1590401073 1189365138 844671293 71.02 844163971 507322 99.94 0.06 0 0.00
Poll 0 0.00 0 0 0.00 0.00 0 0.00
Postal Ballot (if applicable) 0 0.00 0 0 0.00 0.00 0 0.00
Total 844671293 71.02 844163971
507322 99.94 0.06 0 0.00
3 Public - Others E-Voting 802303816 746130191 511640244 68.57 511086050 554194 99.89 0.11 0 0.00
Poll 89415 0.01 83668 5747 93.57 6.43 0 0.00
Postal Ballot (if applicable) 0 0.00 0 0 0.00
0.00 0 0.00
Total 511729659 68.58 511169718 559941 99.89 0.11 0 0.00
Total
E-Voting 3395850719 2938198659 2359014867 80.29 2357953351 1061516 99.96 0.04 0 0.00
Poll 89415 0.00 83668 5747 93.57 6.43 0 0.00
Postal Ballot (if applicable) 0 0.00 0 0 0.00 0.00 0 0.00
Total 2359104282 80.29 2358037019
1067263 99.95 0.05 0 0.00
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TATA MOTORS LIMITED
Appointment of Mr Natarajan Chandrasekaran (DIN:00121863) as a Director
Resolution required: (Ordinary / Special) Ordinary
Whether promoter/ promoter
group are interested in the agenda/resolution? No
Resolution No 4
Promoter/Public Category Total No. of Shares Held Total No. of Votes on Shares Held No. of votes polled % of Votes Polled on outstanding shares No. of Votes - in
favour No. of Votes-against % of Votes in favour on polled %of Votes against on votes polled Invalid Votes % of Votes invalid on votes polled
[1] [2] [3]
[4]={(3)/(2)]*100 [5] [6] [7]=[(5)/(3)*100 [8]=[(6)/(3)]*100 [9] [10]=[(9)/(3)]*100
1 Promoter and Promoter Group E-Voting 1003145830 1002703330 1002703330 100.00
1002703330 0 100.00 0.00 0 0.00
Poll 0 0.00 0 0 0.00 0.00 0 0.00
Postal
Ballot (if applicable) 0 0.00 0 0 0.00 0.00 0 0.00
Total 1002703330 100.00 100270330 0 100.00 0.00 0 0.00
2 Public - Institutional holders E-Voting 1590401073 1189365138 821362104 69.06 798982565 22379539 97.28 2.72 0 0.00
Poll 0 0.00 0 0 0.00 0.00 0 0.00
Postal Ballot (if applicable) 0 0.00 0 0 0.00 0.00 0 0.00
Total 821362104 69.06 798982565 22379539 97.28 2.72 0 0.00
3 Public-Others
E-Voting 497803068 66.72 477743254 20059814 95.97 4.03 0 0.00
Poll 89415 0.01 82413 7002 92.17 7.83 0 0.00
Postal Ballot (if applicable) 0 0.00 0 0 0.00 0.00 0 0.00
Total 802303816 746130191 497892483
66.73 477825667 20066816 95.97 4.03 0 0.00
Total E-Voting 3395850719 2938198659 2321868502 79.02 2279429149 42439353 98.17 1.83 0 0.00
Poll 89415 0.00 82413 7002 92.17 7.83 0 0.00
Postal Ballot (if applicable) 0 0.00 0 0 0.00
0.00 0 0.00
Total 2321957917 79.03 2279511562 42446355 98.17 1.83 0 0.00
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TATA MOTORS LIMITED
Appointment of Mr Om Prakash Bhatt (DIN: 00548091) as an Independent Director
Resolution required: (Ordinary / Special)
Whether promoter/ promoter group
are interested in the agenda/resolution?
Resolution No 5
Promoter/public
Category Total No. of Shares Held Total No. of Votes on Shares Held
[1] [2]
1
Promoter and Promoter Group E-Voting 1003145830 1002703330
Poll
Postal Ballot
(if applicable)
Total
2 Public - Institutional holders E-Voting 1590401073
1189365138
Poll
Postal Ballot (if applicable)
Total
3 Public-Others E-Voting 802303816 746130191
Poll
Postal Ballot (if applicable)
Total
Total E-Voting 3395850719 2938198659
Poll
Postal Ballot (if applicable)
Total
Ordinary
No
No. of votes polled % of No. of Votes - No. of Votes - % of % of % of
Votes in favour against Votes in Votes in Invalid Votes
Polled on favour on against on Votes
invalid
outstanding Votes Votes on
shares polled polled Votes
polled
[3] [4]=[(3)/(2)]*100 [5] [6] [7]=[(5)/(3)]*100 [8]=[(6)/(3)]*100 [9]
[10]=[(9)/(3)]*100
1002703330 100 1002703330 0 100 0 0 0
0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0
1002703330 100 1002703330 0 100 0 0 0
833668135 70.09 824837882 8830253 98.94 1.06 0 0
0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0
833668135 70.09 824837882 8830253 98.94 1.06 0 0
507483493 68.02 503768594 3714899 99.27 0.73 0 0
89415 0.01 83608 5807 93.57 6.49 0 0
0 0 0 0 0 0 0 0
507572908 68.03 503852202 3720706 99.27 0.73 0 0
2343854958 79.77 2331309806 12545152 99.46 0.54 0 0
89415 0 83608 5807 93.51 6.49 0 0
0 0 0 0 0 0 0 0
2343944373 79.77 2331393414 12550959 99.46 0.54 0 0
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TATA MOTORS LIMITED Re-appointment of Mr Satish Borwankar (DIN: 01793948) as Executive Director and Chief Operating Officer and payment of remuneration. Resolution required: (Ordinary / Special) Special Whether promoter / promoter group are interested in the agenda / resolution? No Resolution No 6 Category Mode of Voting Total No. of Shares Held Total No. of Votes on Shares held No. of votes polled % of Votes polled on outstanding shares No. of Votes - in favour No. of Votes - against % of Votes in favour on votes polled % of Votes against on votes polled Invalid Votes % of Votes invalid on votes polled [1] [2] [3] [4]=[(3)/(2)]*100 [5] [6] [7]=[(5) / (3)]*100 [8]=[(6)/ (3)*100 [9] [10]=[(9)]/ (3)]*100 E-Voting 1002703330 100 1002703330 0 100 0 0.01 0 poll 0 0 0 0 0 0 0 0 Postal Ballot (if applicable) 0 0 0 0 0 0 0 0 Promoter and Promoter Group Total 1003145830 1002703330 1002703330 100 1002703330 0 100 0 0 0 E-Voting 838975320 70.54 838624773 350547 99.96 0.04 0 0 poll 0 0 0 0 0 0 0 0 Postal Ballot (if applicable) 0 0 0 0 0 0 0 0 Public - Institutional holders Total 1590401073 1189365138 838975320 70.54 838624773 350547 99.96 0.04 0 0 E-Voting 507990354 68.08 499992883 7997471 98.43 1.57 0 0 poll 89415 0 82413 7002 92.17 7.83 0 0 Postal Ballot (if applicable) 0 0 0 0 0 0 0 0 Total 802303816 746130191 508079769 68.1 500075296 8004473 98.42 1.58 0 0 Public- others E-Voting 2349669004 79.97 2341320986 8348018 99.64 0.36 0 0 poll 89415 0 82413 7002 92.17 7.83 0 0 Postal Ballot (if applicable) 0 0 0 0 0 0 0 0 Total Total 3395850719 2938198659 2349758419 79.97 2341403399 8355020 99.64 0.36 0 0
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TATA MOTORS LIMITED Payment of remuneration to the Cost Auditor. Resolution required: (Ordinary / Special) Ordinary Whether promoter / promoter group are interested in the agenda/resolution? No Resolution No 7 Category Mode of Voting Total No. of Shares Held Total No. of Votes on Shares Held No. of Votes polled % of Votes Polled on outstanding shares No. of Votes – in favour No. of Votes - against % of Votes in favour on votes polled % of Votes against on votes polled Invalid Votes % of Votes invalid on votes polled [1] [2] [3] [4]=[(3)/(2)]*100 [5] [6] [7]=[(5)/(3)]*100 [8]=[(6)/(3)]*100 [9] [10]=[(9)/(3)]*100 1 Promoter and Promoter Group E-Voting 1003145830 1002703330 1002703330 100.00 1002703330 0 100.00 0.00 0 0.00 Poll 0 0.00 0 0 0.00 0.00 0 0.00 Postal Ballot (if applicable) 0 0.00 0 0 0.00 0.00 0 0.00 Total 1002703330 100.00 1002703330 0 100.00 0.00 0 0.00 2 Public – Institutional holders E-Voting 1590401073 1189365138 839667241 70.60 839667241 0 100.00 0.00 0 0.00 Poll 0 0.00 0 0 0.00 0.00 0 0.00 Postal Ballot (if applicable) 0 0.00 0 0 0.00 0.00 0 0.00 Total 839667241 70.60 839667241 0 100.00 0.00 0 0.00 3 Public-Others E-Voting 802303816 746130191 511065205 68.50 510758207 306998 99.94 0.06 0 0.00 Poll 89415 0.01 83668 5747 93.57 6.43 0 0.00 Postal Ballot (if applicable) 0 0.00 0 0 0.00 0.00 0 0.00 Total 511154620 68.51 510841875 312745 99.94 0.06 0 0.00 Total E-Voting 3395850719 2938198659 2353435776 80.10 2353128778 306998 99.99 0.01 0 0.00 Poll 89415 0.00 83668 5747 93.57 6.43 0 0.00 Postal Ballot (if applicable) 0 0.00 0 0 0.00 0.00 0 0.00 Total 2353525191 80.10 2353212446 312745 99.99 0.01 0 0.00 TATA TATA MOTOR LIMITED
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TATA MOTORS LIMITED Offer of invite of Non-convertible Debentures on private placement basis. Resolution required: (ordinary / Special) Special Whether promoter/ promoter group are interested in the agenda/ resolution? No Resolution No 8 Category Mode of voting Total No. of Shares Held Total No. of Votes on Shares Held No. of votes polled % of Votes Polled on outstanding shares No. of Votes in favour No. of Votes-against % Votes in favour on votes polled % of Votes in against on votes polled Invalid Votes % of Votes invalid on votes polled [1] [2] [3] [4]=[(3)/(2)]*100 [5] [6] [7]=[(5)/(3)]*100 [8]=[(6)/(3)]*100 [9] [10]=[(9)/(3)]*100 1 Promoter and Promoter Group E-Voting 1002703330 100 1002703330 0 100 0 0 0.00 Poll 0 0 0 0 0 0 0 0.00 Postal Ballot (if applicable) 0 0 0 0 0 0 0 0.00 Total 1003145830 1002703330 1002703330 100 1002703330 0 100 0 0.00 2 Public - Institutional holders E-Voting 844671293 71.02 844671293 0 100 0 0 0.00 Poll 0 0 0 0 0 0 0 0.00 Postal Ballot (if applicable) 0 0 0 0 0 0 0 0.00 3 Public-Others E-Voting 507712994 68.05 507055670 657324 99.87 0.13 0 0.00 Poll 89415 0.01 82351 7064 92.1 7.9 0 0.00 Postal Ballot (if applicable) 0 0 0 0 0 0 0 0.00 Total 802303816 746130191 507802409 68.06 507138021 664388 99.87 0.13 0 0.00 E-Voting 2355087617 80.15 2354430293 657324 99.97 0.03 0 0.00 Poll 89415 0 82351 70674 92.1 7.9 0 0.00 Postal Ballot (if applicable) 0 0 0 0 0 0 0 0.00 Total Total 3395850719 2938198659 2355177032 80.16 2354512644 664388 99.97 0.03 0 0.00
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| News Release – 3 | August 22, 2017 |
Annexure B
PARIKH & ASSOCIATES
COMPANY SECRETARIES
Office :
111, 11th Floor, Sai-Dwar CHS Ltd,
Sab TV Lane, Opp Laxmi Industrial Estate
Off Link Road, Above Shabari Restaurant,
Andheri (W), Mumbai : 400 053
Tel. : 26301232 / 26301233 / 26301240
Email : cs@parikhassociates.com
parikh.associates@rediffmail.com
To,
The Chairman
Tata Motors Limited
Bombay House,
24, Homi Mody Street,
Mumbai – 400001
Dear Sir,
Sub : Consolidated Scrutinizer’s Report on remote e-voting conducted pursuant
to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by Companies (Management and Administration) Amendment Rules, 2015 and voting through electronic
ballot system at the 72nd Annual General Meeting of Tata Motors Limited held in Tuesday, August 22, 2017 at 3.00 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai – 400020
I, P. N. Parikh, of M/s. Parikh & Associates, Practising Company Secretaries, had been appointed as the Scrutinizer by the Board of Directors of Tata Motors Limited pursuant to
Section 108 of the Companies Act, 2013 (“the Act”) read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, to conduct the remote e-voting process in respect of the below mentioned resolutions proposed at
the 72nd Annual General Meeting (“AGM”) of Tata Motors Limited on Tuesday, August 22, 2017 at 3.00 p.m.
I was also appointed as Scrutinizer to scrutinize
the voting process at the said AGM held on August 22, 2017.
The notice dated June 5, 2017 along with statement setting out material facts under Section 102 of the
Act as confirmed by the Company were sent to the shareholders in respect of the below mentioned resolutions proposed at the AGM of the Company.
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Continuation Sheet
The Company had availed the
e-voting facility offered by National Securities Depository Limited (“NSDL”) for conducting remote e-voting by the Shareholders of the Company.
The
Company had also provided voting through electronic ballot system to the shareholders present at the AGM and who had not cast their vote earlier through remote e-voting facility.
The shareholders of the Company holding shares as on the “cut-off” date of, August 15, 2017 were entitled to vote on the resolutions as contained in the Notice of the
AGM.
The voting period for remote e-voting commenced on Saturday, August 19, 2017 at 09:00 a.m. (IST) and ended on Monday, August 21, 2017 at 05:00 p.m. (IST) and
the NSDL e-voting platform was blocked thereafter.
After the closure of the voting at the AGM, the report on voting done through electronic ballot system at the
meeting was generated in my presence and the voting was diligently scrutinized.
The votes cast under remote e-voting facility were thereafter unblocked in the
presence of two witnesses who were not in the employment of the Company. I have scrutinized and reviewed the remote e-voting and votes tendered therein based on the data downloaded from the NSDL e-voting system.
The Management of the Company is responsible to ensure compliance with the requirements of the Act and rules relating to remote e-voting and the voting conducted through electronic
ballot system at the meeting on the resolutions contained in the notice of the AGM.
My responsibility as scrutinizer for the remote e-voting and the voting
conducted through electronic ballot system at the meeting is restricted to making a Scrutinizer’s Report of the votes cast in favour or against the resolutions.
I now submit my consolidated Report as under on the result of the remote e-voting and voting through electronic ballot system at the AGM in respect of the said
resolutions.
2
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Continuation Sheet
Resolution 1: Ordinary
Resolution
To receive, consider and adopt
(a) the Audited Financial Statement
of the Company for the Financial Year ended March 31, 2017 together with the Board’s Report and the Auditors’ Report thereon; and
(b) the Audited
Consolidated Financial Statement of the Company for the Financial Year ended March 31, 2017 together with the Auditors’ Report thereon.
(i) Voted in favour of
the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 2,054 2,31,73,28,009 --
AOS* 712 2,93,87,615 --
Total 2,766 2,34,67,15,624 100.00(Rounded Off)
(ii) Voted against the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 24 53,490 --
AOS* 9 338 --
Total 33 53,828 0.00
(iii) Invalid votes:
Number of members voted Number of invalid votes cast by them
OS - -
AOS* - -
Total - -
3
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Continuation Sheet
Resolution 2: Ordinary
Resolution
Appointment of a Directors in place of Dr. Ralf Speth (DIN : 03318908), who retires by rotation and being eligible, offers himself for re-appointment.
(i) Voted favour of the resolution:
Number of member voted Number of valid
votes cast by them % of total number of valid votes cast
OS 1,993 2,30,05,84,201 --
AOS* 697 2,91,70,437 --
Total 2,690 2,32,97,54,638 99.37
Number of members voted Number of valid votes cast
by them % of total number of valid votes
cast
OS 69 1,44,55,098 --
AOS* 24 2,17,563 --
Total 93 1,46,72,661 0.63
(ii) Voted against the resolution:
(iii) Invalid votes:
Number of members voted Number of valid votes cast
by them
OS - -
AOS - -
Total - -
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Continuation sheet
Resolution 3: Ordinary
Resolution
Appointment of M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022) as Statutory Auditors of the Company and to fix
their remuneration.
(i) Voted in Favour of the resolution:
Number of members
voted Number of valid votes cast by them % of total number of valid votes cast
OS 2,040 2,32,86,49,663 --
AOS* 7.3 2,93,87,356 --
Total 2,743 2,35,80,37,019 99.95
(ii) Voted against the resolution:
Number of members voted Number of valid votes cast by them
% of total number of valid votes cast
OS 47 10,66,634 --
AOS* 15 629 --
Total 62 10,67,263 0.05
(iii) Invalid votes:
Number of members voted Number of invalid votes cast by them
OS - -
AOS* - -
Total - -
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Resolution 4: Ordinary Resolution
Appointment of
Mr. Natarajan Chandrasekaran ( DIN : 00121863) as a Director.
(i) Voted in favour of the resolution:
Number of members voted Number of valid
votes cast by them
% of total number of valid votes cast
OS 1,976 2,25,17,55,761 -
AOS* 672 2,77,55,801 -
Total 2,648 2,27,95,11,562 98.17
(ii) Voted against the resolution:
Number of members voted Number of valid votes cast by them
% of total number of valid votes cast
OS 89 4,15,82,531 -
AOS* 47 8,63,824 -
Total 136 4,24,46,355 1.83
(iii) Invalid votes:
Number of members voted Number of valid votes cast by them
OS - -
AOS* - -
Total - -
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Resolution 5: Ordinary Resolution
Appointment of
Mr. Om Prakash Bhatt (DIN: 00548091) as an Independent director.
(i) Voted in favour of the resolution
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 1,985 2,30,20,71,882 –
AOS* 693 2,93,21,532 –
Total 2,678 2,33,13,93,414 99.46
(ii) Voted against the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 66 1,24,84,503 –
AOS* 25 66,456 –
Total 91 1,25,50,959 0.54
(iii) Invalid votes:
Number of members voted Number of valid votes cast by them
OS – –
AOS* – –
Total – –
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Continuation Sheet
Resolution 6: Special
Resolution
Re-appointment of Mr. Satish Borwankar (DIN; 01793948) as Executive Director and Chief Operating Officer and payment of remuneration.
(i) Voted in favour of the resolution:
Number of members voted Number of valid votes cast by
them % of total number of valid votes cast
OS 1,991 2,31,23,66,767 --
AOS*
688 2,90,36,632 --
Total 2,679 2,34,14,03,399 99.64
(ii) Voted against the
resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 80 80,03,749 --
AOS* 31 3,51,271 --
Total 111 83,55,020 0.36
(iii) Invalid votes:
Number of members voted Number of invalid votes cast by them
OS - -
AOS* - -
Total - -
*PARIKH & ASSOCIATES*SECRETARIES COMPANY MUMBAI
8
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Continuation Sheet
Resolution 7: Ordinary
Resolution
Payment of Remuneration to the Cost Auditor.
(i) Voted in favour
of the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 2,014 2,32,38,25,015 --
AOS* 701 2,93,87,431 --
Total 2,715 2,35,32,12,446 99.99
(ii) Voted against the resolution
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 52 3,12,334 --
AOS* 17 411 --
Total 69 3,12,745 0.01
(iii) Invalid votes:
Number of members voted Number of invalid votes cast by them
OS - -
AOS* - -
Total - -
PARIKH & ASSOCIATES * COMPANY SECRETARIES* MUMBAI
9
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Resolution 8 : Special Resolution
Offer or invite
for Subscription of Non-Convertible Debentures on private placement basis.
(i) Voted in favour of the resolution:
Number of members
Voted Number of valid votes cast by them % of total number of valid votes
cast
OS 2,025 2,32,51,25,311
AOS* 699 2,93,87,333
Total 2,724 2,35,45,12,644 99.97
(ii) Voted against the resolution:
Number of members
Voted Number of valid votes cast by them % of total number of valid votes
cast
OS 75 6,63,724
AOS* 21 664
Total 96 6,64,388 0.03
(iii) Invalid votes:
Number of members
Voted Number of invalid votes cast by them
OS - -
AOS* - -
Total - -
*Each ‘A’ Ordinary shareholder is entitled to one vote for every ten
‘A’ Ordinary shares held.
Shareholders who have split their votes into “Assent” as well as “Dissent”, while their votes are taken as
cast, they have been counted only once for the purpose of their presence, which has been mentioned under the head “Assent”.
Thanking you,
Yours faithfully,
P.N. Parikh
Parikh & Associates
Practising Company Secretaries
FCS: 327 CP No.: 1228
111,11th Floor, Sai Dwar CHS Ltd
Sab TV Lane, Opp. Laxmi Indl. Estate,
Off Link Road, Above Shabari Restaurant,
Andheri West, Mumbai 40005
Place: Mumbai
Dated: August 22, 2017
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| News Release – 4 | August 22, 2017 |
Annexure C
Graphic Appears Here
Annexure C
Summary of Proceedings of the 72nd Annual General Meeting
The 72nd Annual General Meeting
(AGM) of the Members of Tata Motors Limited ( the Company) was held on Tuesday, August 22, 2017 at 3:00 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai 400 020.
Mr Natarajan Chandrasekaran chaired the Meeting. The requisite quorum being present, the Chairman called the meeting to order. All the Directors except for Mr Ravindra Pisharody
attended the Meeting. The Chairman delivered his speech followed by a presentation made by Group Chief Financial Officer.
The following resolutions set out in the
Notice convening the AGM were proposed and seconded by Members:
Item
No.
Details of the Agenda Resolution
required
1 To receive, consider and adopt:
(a) the Audited Financial Statement of the company for the Financial Year ended March 31, 2017 together with the Board’s Report and the Auditors’ Report
thereon; and
the Audited Consolidated Financial Statement of the company for the Financial Year ended March 31, 2017 together with the Auditors’ Report
thereon Ordinary
2 To appoint a Director in place of Dr Ralf Speth (DIN:03318908), who retires by rotation and being eligible, offers himself for re-appointment
Ordinary
3 Appointment of Auditors Ordinary
4 *Appointment of Mr Natarajan
Chandrasekaran (DIN:00121863) as a Director Ordinary
5 Appointment of Mr Om Prakash Bhatt (DIN:00548091) as an Independent Director Ordinary
6 Re-appointment of Mr Satish Borwankar (DIN:01793948) as Executive Director and Chief Operating Officer and payment of remuneration Special
7 Payment of Remuneration to the Cost Auditor Ordinary
8 Offer or invite for Subscription of
Non-Convertible Debentures on private placement basis Special
Mr Chandrasekaran being interested in this resolution, requested Mr Nasser Munjee, Director of the
Company to conduct the proceedings of this resolution. Accordingly, Mr Munjee conducted the proceedings of this resolution.
The Chairman informed that Mr P N
Parikh of M/s Parikh & Associates, Practicing Company Secretaries (Membership No. FCS327) was the Scrutinizer appointed by the Board to scrutinize the remote e-voting and electronic ballot at AGM.
The Chairman informed the Members that the facility of remote e-voting for the Members was made available till August 21, 2017 and that the facility for electronic ballot had been
provided at the AGM venue. The Chairman requested the Members, who were present at the AGM but had not cast their votes by remote e-voting, could now cast their vote at the Meeting.
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TATA
The Chairman then invited the Members to
express their views, give suggestions and make enquiries on the operations and financial performance of the Company and related matters. The Chairman responded to all the queries raised by Members.
The Chairman thanked the Members for attending and participating in the Meeting and requested the Members to continue voting. The Chairman authorized the Company Secretary to
declare the results of voting. He informed the Members that the voting results will be made available on the websites of the Company and the National Securities and Depositories Limited within 48 hours of the conclusion of the Meeting.
The Scrutinizer’s Report was received on August 22, 2017 and as set out therein all the said resolutions were declared passed with the requisite majority.
Yours faithfully,
Tata Motors Limited
H K Sethna
Company Secretary
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About Tata Motors
Tata Motors Limited, a USD 42 billion organisation, is a leading global automobile manufacturer of cars, utility vehicles, buses, trucks and defence vehicles. As India’s largest automobile company and part of the USD 100 billion Tata group, Tata Motors has operations in the UK, South Korea, Thailand, South Africa, and Indonesia through a strong global network of 76 subsidiary and associate companies, including Jaguar Land Rover in the UK and Tata Daewoo in South Korea. In India, Tata Motors has an industrial joint venture with Fiat. Engaged in engineering and automotive solutions, with a focus on future-readiness and a pipeline of tech-enabled products, Tata Motors is India’s market leader in commercial vehicles and among the top in passenger vehicles with 9 million vehicles on Indian roads. The company’s innovation efforts are focused on developing auto technologies that are sustainable as well as suited. With design and R&D centres located in India, the UK, Italy and Korea, Tata Motors strives to pioneer new products that fire the imagination of GenNext customers. Abroad, Tata cars, buses, and trucks are being marketed in Europe, Africa, the Middle East, South Asia, South East Asia, South America, Australia, CIS, and Russia.
To know more, please visit (www.tatamotors.com; also follow us on Twitter: https://twitter.com/TataMotors)
Safe Harbor: Statements included herein may constitute “forward-looking statements”. Forward-looking statements are based on expectations, forecasts and assumptions by management and involve risks, uncertainties, and other factors that may cause our actual results, performance or achievements to materially differ from those stated. We cannot be certain that any expectation, forecast or assumption made by management in preparing these forward-looking statements will prove accurate, or that any projection will be realized. More detailed information about these and other factors that could affect future results is contained in our annual reports and filings with the Securities and Exchange Commission. Our forward-looking statements pertain to the date of their initial issuance, and we do not undertake to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.