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Tata Investment Corporation Ltd.

BSE: 501301 Sector: Financials
NSE: TATAINVEST ISIN Code: INE672A01018
BSE 00:00 | 27 May 1500.90 18.75
(1.27%)
OPEN

1498.00

HIGH

1512.00

LOW

1491.45

NSE 00:00 | 27 May 1499.75 13.60
(0.92%)
OPEN

1493.95

HIGH

1516.00

LOW

1491.00

OPEN 1498.00
PREVIOUS CLOSE 1482.15
VOLUME 3682
52-Week high 1734.00
52-Week low 1048.60
P/E 37.71
Mkt Cap.(Rs cr) 7,595
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1498.00
CLOSE 1482.15
VOLUME 3682
52-Week high 1734.00
52-Week low 1048.60
P/E 37.71
Mkt Cap.(Rs cr) 7,595
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tata Investment Corporation Ltd. (TATAINVEST) - Director Report

Company director report

TO

THE MEMBERS

The Directors present their Eighty Fourth Annual Report with theAudited Financial Statements for the year ended 31st March 2021.

1. FINANCIAL RESULTS (under Ind AS) :

Standalone Consolidated
FY 2020-21 FY 2019-20 FY 2020-21 FY 2019-20
(Rs. in crore) (Rs. in crore) (Rs. in crore) (Rs. in crore)
Dividend Interest Net gain on Fair Value changes & Others 140.06 149.47 163.14 143.89
Other Income 0.10 0.09 0.12 0.09
Total Income 140.16 149.56 163.26 143.98
Total Expenses 20.15 20.35 20.57 37.70
Share in Profit and Loss of Associates - - 24.71 (5.52)
Profit before tax 120.01 129.21 167.40 100.76
Less: Provision for tax 11.18 10.57 12.78 10.67
Profit after tax 108.83 118.64 154.62 90.09
Non Controlling Interest - - (0.64) 0.44
Profit attributable to equity holder of the Company 108.83 118.64 153.98 90.53
Earnings Per Share Basic and Diluted (Rupees) 21.51 23.45 30.44 17.89
Opening balance of retained earnings 777.43 677.54 865.48 757.81
Profits for the year 108.83 118.64 153.98 90.53
Other Comprehensive Income 0.31 0.49 0.31 0.49
Realised gains on equity shares carried at fair value through OCI 209.72 126.55 209.70 162.13
The Directors have made the following appropriations -
- Dividend (including tax on dividend) (Refer Para 3)* 91.07 121.99 91.07 121.99
- Transfer to Statutory Reserve Reserves 21.77 23.80 27.06 23.80
Closing balance of retained earnings 983.45 777.43 1111.19 865.48

* Pertaining to dividend for the Financial Year 2019-20 paid in2020-21

2. OPERATIONS:

The Standalone Operating Income of the Company is derived from a mix ofdividend interest income and other income. The profit from the sale of long-term equityinvestments (post tax) for the year ended 31st March 2021 is ' 209.72 crores as comparedto ' 126.55 crores for the FY 2019-20 which have been carried at Fair Value through OtherComprehensive Income. The standalone profit before tax for the year under review is '120.01 crores as against ' 129.21 crores for the FY 2019-20 whereas the profit after taxfor the year under review stands at ' 108.83 crores as against ' 118.64 crores for the FY2019-2020. The Consolidated profit after tax for the year under review amounted to '154.62 crores as compared to ' 90.09 crores for the FY 2019-20.

The total number of companies held in the equity / bond portfolio ofthe Company stands at 70 as on 31st March 2021 out of which 51 are Quoted and 19 areUnquoted companies.

3. DIVIDEND:

The Directors are pleased to recommend a dividend of ' 24 per share(240%) for the financial year ended 31st March 2021 [previous year ' 18 per share (180%)]on the paid-up capital of ' 50.59 crores aggregating ' 121.43 crores based on theparameters laid down in the Dividend Distribution Policy. Pursuant to Finance Act 2020dividend income will be taxable in the hands of shareholders and the Company is requiredto deduct tax at source from dividend paid to shareholders at the prescribed rates in theIncome Tax Act 1961.

4. TRANSFER TO RESERVES:

The closing balance of the retained earnings of the Company for FY2020-21 after all appropriation and adjustments was ' 983.45 crores (as on 31st March2020'777.43 crores).

5. VALUE CREATED:

"Value Created" is a measure which evaluates the wealthcreated net of the capital invested by the shareholders. We evaluate your Company'sperformance on a 15-year rolling basis computing "Value Created" by reducingthe Shareholders Funds from the aggregate of the Realizable Value of Investments and NetCurrent/Fixed Assets. The following table compares the Value Created vis-a-vis theBenchmark and the Compounded Annual Growth Return (CAGR).

Year End ( 31st March ) Realisable Value of Investments ( A ) Net Current/ Fixed Assets ( B ) Shareholder Funds (Equity +Share Premium) ( C ) Value Created (A)+ (B)-(C) BSE 200
(Rs.crs) (Rs.crs) (Rs.crs) (Rs.crs)
2006 2438.07 (17.91) 91.80 2328.36 1413
2021 14705.79 31.11 355.62 14381.28 6290
Nos of times Growth (X) 6.18 4.45
CAGR 12.91% 10.47%

Shareholders will be pleased to note that the "Value Created"has recorded a 15 year Compounded Annual Growth Rate (CAGR) of 12.91% vis-a-vis BSE 200 of10.47% over the period 31st March2006 to 31st March 2021. It is heartening that thisperformance has been achieved with a prudent allocation in unlisted equity and fixedincome securities which reduces the volatility risk of the portfolio.

Shareholders may please note that the Company has consistently declareddividend which over the last 15 years has aggregated ' 1503 crores. Further the Companyreturned capital to shareholders vide a buyback of ' 450 crores in the Financial Year2019. The aggregate of the dividends distributed and the value of the Buyback if includedin the amount of Value Created the resultant CAGR would stand approximately enhanced to13.87%.

The shareholders may have noted that your Company has over the decadesmanaged its portfolio with a specific mandate i.e. remaining invested in select TataCompanies while actively managing the rest of the portfolio to increase the ability of theCompany to distribute higher dividends. Thus the Company offers to its shareholders anopportunity to invest in a diversified portfolio which grows in value similar to aninvestment in a Mutual Fund.

6. MANAGEMENT DISCUSSION & ANALYSIS:

A summarised position of the Company's portfolio of investments isgiven below:-

As on 31.03.2021 As on 31.03.2020
(Rs. in crore) (Rs. in crore)
QUOTED INVESTMENTS
Net Book value 1925.85 1896.02
Market value 13739.23 7287.26
UNQUOTED INVESTMENTS
Net Book value (including Mutual Funds) 621.53 439.80
Estimated value 966.56 762.21
TOTAL BOOK VALUE
Net Book value of all investments 2547.38 2335.82
TOTAL MARKET VALUE
Total market value of quoted investments and estimated value of unquoted investments (subject to tax as applicable) 14705.79 8049.47
BANK DEPOSITS AND INTERCORPORATE DEPOSITS 25.00 25.40
TOTAL NUMBER OF INVESTEE COMPANIES 70 88
TOTAL EQUITY PER SHARE
After tax (?) 2789 1576

The Directors confirm that all the investments have been made with theintent to hold for long term appreciation to enhance the income from dividends and arenot held for trade.

The Company continues to remain invested in leaders in sectors whichwe believe have potential to remain value accretive over the long term. The Companycontinues to invest for the long term while availing opportunities to realize gainsendeavouring to maintain its policy of consistent dividend distribution.

The Company invests in Tata and Non-Tata companies both listed andunlisted companies though investments in Tata companies constitute a larger portion andmay be considered for a longer term and are strategic in nature.

The Company endeavours to evaluate opportunities and invest consideringthe macro economic conditions both globally and domestically.

Global Equity Markets during the Financial Year 2020-21:

The year 2020 will be recalled in the years to come with memories ofShock & Awe. In the first month of the Financial Year namely April 2020 the worldreceived an unprecedented Shock with Covid19 becoming a global pandemic the lockdown ofall activities to "Flatten the Curve" and to protect the people from the spreadof the virus brought about unprecedented fall in activities. Millions faced unsurmountablepersonal challenges and a large number lost loved ones. For all those of us who were savedfrom the wrath of the pandemic have been fortunate and have to thank the almighty forhis/her support and strength.

Undoubtedly the poor were hurt the most. Over the past 12 months thepandemic has harmed the poor and vulnerable and it is threatening to push millions moreinto poverty. The latest analysis by - Paul Blake & Divyanshi Wadhwa of the World Bankwarns that COVID-19 has pushed an additional 88 million people into extreme poverty thisyear - and that figure is just a baseline.

The Indian Government and millions of caring citizens rose to theoccasion and immediately began efforts and programs for distribution of food and foodgrains. We are pleased to share with you that your Company as early as the last week ofMarch 2020 just after the lockdown was announced contributed and procured ventilatorsfor JJ hospital in Mumbai. The Tata group in its entirety was involved in assisting thehealthcare system and helping individuals at a scale which only a group like ours cancoordinate. Needless to say that the world is still daily combating Covid and we have tocontinue to help those who need it the most.

The developed nations left with no other recourse have flooded theworld with currency to support their markets and their citizens. The COVID pandemic hasadded $24 trillion to the global debt mountain over the last year a new study has shownleaving it at a record $281 trillion and the worldwide debt-to-GDP ratio at over 355%. TheInstitute of International Finance's ('IIF') global debt monitor estimated governmentsupport programmes had accounted for half of the rise while global firms banks andhouseholds added $5.4 trillion $ 3.9 trillion and $2.6 trillion respectively.

"We expect global government debt to increase by another $10trillion this year and surpass $92 trillion" the IIF report said adding thatwinding down support could also prove even more challenging than it was after thefinancial crisis. This will remain the biggest risk that the world will have to contendwith for decades to come.

On a positive note the year 2020 will be remembered with Awe as a yearof exception human endeavour when humanity persevered with undaunting courage restartingand rebuilding manufacturing and distribution after a month of enormous disruption. Fromcomplete closure of production in April 2020 all companies scaled up production reachingnear pre-covid capacity utilization by the third quarter of the financial year. Demandalso surged and products found growing markets and higher realizations. It should be notedthat Covid is still prevalent all over the country and measures of social distancingwearing masks and sanitization are still SOP of every organization. In such circumstancesfor companies to manufacture and sell volumes higher than ever before is extremelylaudable. This is true for all enterprises.

The 'V' curve recovery in the stock markets in India and globally in2020-21 is indeed a salute to mankind's fight to survive and grow against this deadlypandemic.

One of the biggest threats to the present strong global equity marketsis rising inflation. When it comes to inflation the alarm bells are ringing louder withthe commodity markets shattering records and governments continuing to pile on stimuli.Expectations of price pressures are apparent in the commodity markets with iron orecopper aluminium and other metals either soaring or nearing record levels. The rise incommodity prices suggests that there could be some policy change sooner than later. TheU.S. Federal Reserve may have to hike rates to stave off inflation thereafter centralbanks globally may have to do the same.

Review of India's Economy

CRISIL Ltd. research states that India's GDP growth will rebound to 11%in fiscal 2022 after an 8% contraction this fiscal. In nominal terms the size of theeconomy next fiscal may be 2% larger than what it was in fiscal 2020. Perhaps the biggestconcern is that the turnaround has to be more broad-based to bring back at least 14million jobs estimated by the Centre for Monitoring of the Indian Economy to have beenlost. As we all know the pandemic has hit the services sector harder than manufacturing.Within services the sharpest decline was in trade hotels transport and communicationservices which account for roughly 16% of employment.

Small businesses which make up more than a quarter of India's GDP andover 40% of manufacturing output are key to a broad-based recovery. They are the"missing middle". The pandemic caused revenues of smaller firms to plungesharper than larger firms the main reason for job losses.

Future growth depends on kick-starting the country's investment cycle.Analysts say the National Infrastructure Pipeline and production-linked incentive (PLI)scheme to 14 sectors announced by the Government are post-pandemic investment lifelines.CRISIL Research's shows that the PLI scheme could potentially generate incremental revenueof ' 35-40 lakh crores across 14 sectors supported by capital expenditure of ' 2-2.7 lakhcrores.

The second wave of Covid remains a big risk given that demand andanimal spirits rise with hope and normalcy in everyday life.

The Company's out performance in the correction in March 2020 and theresurgence to the peak in March 2021

This has indeed been a remarkable year for your Company. Theshareholders will be pleased to note that in the previous year when the Nifty 50 recordeda correction of 26.03% your Company's Total Equity corrected only 13.50% corroboratingthe thesis that the portfolio carries a lower risk given the prudent allocation in fixedincome securities and unlisted companies. The Total Equity before tax of the Company as on31st March 2021 is ' 2919 per share at life-time high having recorded an appreciationof 82.44 % appreciation vis-a-vis the 70.87% appreciation in the Nifty 50.

The strategy of the Company has always been to remain invested inleaders and in businesses which require lower capital reinvestment to grow. As shown inour Investment Schedule (on Pg 96) the portfolio is skewed in its focus in FMCG &Consumer Durables Banking & Financial Services IT Services.

In August 2020 Company participated in a Preferential Issue made byIndusind Bank at a price of ' 524 per share investing ' 300 crores. We are pleased toshare that the value of the investment is ' 546 crores as on 31st March 2021.

Your Company will continue to allocate its capital between listedequity fixed income and unlisted equity. Management will evaluate and select investmentsbased on high quality governance sustainability and strength of the investee company'sbalance sheets.

7. FIXED DEPOSITS:

The Company has not accepted any public deposits under the provisionsof the Companies Act 2013 ('Act').

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The provisions of section 186 of the Act pertaining to investmentguarantee and lending activities are not applicable to the Company since the Company is aNon Banking Financial Company ("NBFC") whose principal business is acquisitionsof securities.

9. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company form part of theAnnual Report. The annual accounts of the subsidiary company and related detailedinformation are available on the website of the Company and the same may be obtained bywriting to the Company Secretary at the Registered e-mail ID of the Company:ticl@tata.com.

The consolidated financial results reflect the operations of SimtoInvestment Company Ltd. ("Simto") (Subsidiary) and the following AssociateCompanies namely Tata Asset Management Ltd. Tata Trustee Company Ltd. and AmalgamatedPlantations Private Ltd.

The Company has adopted a Policy for determining Material Subsidiariesin terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations''). The Policy asapproved by the Board is uploaded on the Company's website:https://tatainvestment.com/images/Policy%20on%20 Material%20Subsidiaries.pdf

Subsidiary Company

The Company has a subsidiary Simto which is registered as an NBFC withthe Reserve Bank of India. In terms of Regulation 16 (1) (c) of the SEBI ListingRegulations Simto is not a material unlisted subsidiary. Simto is engaged in investmentactivities which allocates capital in the markets to participate in activities other thanmaking investments for the long term which has been the primary activity of the Companyfor many decades. Simto has an Issued Capital of ' 1.53 crores with a net worth of ' 76.73crores as on 31st March 2021. The fair value of asset size of the company has increasedto ' 93.30 crores as against ' 64.14 crores as on 31st March 2020.

Associate Companies

1. Tata Asset Management Ltd.

The Company holds 32.09% of the equity share capital of Tata AssetManagement Ltd. whose principal activity is to act as an investment manager to Tata Mutualfund and the company is registered with Securities Exchange Board of India("SEBI") under the SEBI (Mutual Fund) Regulations 1996 and has a track record of25 years in investment management. The Assets Under Management of the company as on 31stMarch 2021 is approx ' 59780 crores. The consolidated turnover of the company during theyear under review was ' 284.77 crores (previous year ' 216.55 crores) and Profit after taxfor the year under review was ' 86.27 crores (previous year ' 22.25 crores). The companyhas a net worth of ' 348.27 crores as on 31st March 2021(previous year ' 272.78 crores).

2. Tata Trustee Company Ltd.

The Company holds 50% of the equity share capital of Tata TrusteeCompany Ltd. which is acting as the Trustees to Tata Mutual Fund. During the year underreview the turnover of the company was ' 3.59 crores (previous year ' 7.09 crores) andProfit after tax for the financial year was ' 1.18 crores (previous year ' 3.66 crores).The company has a net worth of ' 10.16 crores (previous year ' 12.83 crores) as on 31stMarch 2021.

3. Amalgamated Plantations Private Ltd.

The Company holds 24.61% of the equity share capital of AmalgamatedPlantations Private Ltd ("APPL") which is engaged in the business of cultivationand manufacturing of tea and other allied agricultural products and packaging services.During the year under review the operations of the company was positively impacted byincrease in the tea prices. The turnover of APPL during the year under review was ' 829.94crores (previous year ' 701.02 crores) and registered a loss of ' 14.50 crores (previousyear loss ' 54.80 crores) during the financial year 2020-21.

A statement containing the salient features of the financial statementsof the subsidiary company and associate companies is annexed to the Financial Statementsin Form AOC-1 "Annexure A".

10. BOARD AND COMMITTEE MEETINGS:

During the year under review Six Board Meetings were held. The detailsof the composition of the Board and its Committees and of the Meetings held and attendanceof the Directors at such Meetings are provided in the Corporate Governance Report. Therehave not been any instances during the year when recommendations of the Audit Committeewere not accepted by the Board

11. DIRECTORS' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory and secretarial auditors including audit of internal financial controls overfinancial reporting by the statutory auditors and the reviews performed by Management andthe relevant Board Committees including the Audit Committee the Board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2020-21.

Accordingly pursuant to Section 134(3)(c) and 134(5) of the Act theBoard of Directors to the best of their knowledge and ability confirm that: -

i) in the preparation of the annual accounts the applicable accountingstandards have been followed and that there are no material departures;

ii) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively;

vi) They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

12. RISK MANAGEMENT:

The Company has adopted a Risk Management Policy in accordance with theprovisions of the Act and Regulation 17(9) of the SEBI Listing Regulations. It establishesvarious levels of risks with its varying levels of probability the likely impact on thebusiness and its mitigation measures.

The Internal Auditor evaluates the execution of Risk ManagementPractices in the Company in the areas of risk identification assessment monitoringmitigation and reporting. Asset Liability Risk Management and IT Strategy and SteeringCommittee oversees the Risk Management and reports to the Audit Committee as well as theBoard of Directors about risk assessment and management procedures and status from time totime.

13. INTERNAL CONTROL SYSTEMS:

The Company maintains appropriate systems of internal controlsincluding monitoring procedures to ensure that all assets and investments are safeguardedagainst loss from unauthorized use or disposition. Company policies guidelines andprocedures provide for adequate checks and balances and are meant to ensure that alltransactions are authorized recorded and reported correctly.

The Internal Auditors reviews the efficiency and effectiveness of thesesystems and procedures. Added objectives include evaluating the reliability of financialand operational information and ensuring compliances with applicable laws and regulations.The Internal Auditors submit their Report periodically which is placed before and reviewedby the Audit Committee.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formalmechanism to the Directors and employees to report their concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct for Prevention ofInsider Trading & Code of Corporate Disclosure Policy. The Whistle Blower Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provide for direct access to the Chairman of the Audit Committee. It isaffirmed that no personnel of the Company has been denied access to the Audit CommitteeChairman.

15. RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during thefinancial year were on an arm's length basis in the ordinary course of business and werein compliance with the applicable provisions of the Act and the Listing Regulations. Therewere no materially significant Related Party Transactions made by the Company.

All Related Party Transactions are placed before the Audit Committeefor approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are repetitive in nature. A statement of all Related Party Transactionsis placed before the Audit Committee for its review on a quarterly basis specifying thenature value and terms and conditions of the transactions if any.

The Company has adopted a Related Party Transactions Policy. ThePolicy as approved by the Board is uploaded on the Company's website at the web link:https://tatainvestment.com/images/Policy%20on%20Related%20Party%20 Transactions.pdf

All the Related Party Transactions during the year under review wereat arm's length and in the ordinary course of business and the Company did not enter intoany material transaction with any related party and accordingly Company does not haveanything to report in Form AOC-2 and therefore the same has not been provided.

The details of the transactions with Related Parties as per Ind AS 24are provided in the accompanying financial statements.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of Section 135 and Schedule VII of the Act the Board ofDirectors has constituted a CSR Committee under the Chairmanship of Mr. F. N. Subedar. Mr.A. N. Dalal Mr. Suprakash Mukhopadhyay and Mr. V. Chandrasekaran are the other members ofthe Committee.

The CSR committee of the Board has framed a CSR policy and uploaded iton the website of the Company http://www. tatainvestment.com/images/CSR_Policy.pdf

The Annual Report on CSR activities is annexed herewith as"Annexure B".

17. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUALHARASSMENT AT WORK PLACE:

The Company has adopted a policy on Prevention Prohibition andRedressal of Sexual Harassment at the Workplace in line with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules thereunder. The Policy aims to provide protection at the work place and prevent andredress complaints of sexual harassment and for matters connected or incidental theretowith the objective of providing a safe working environment where employees feel secure.The Company has also constituted an Internal Committee known as the Prevention of SexualHarassment ("POSH") Committee to inquire into complaints of sexual harassmentand recommend appropriate action.

The Company had no complaints of sexual harassment at the beginning ofthe year and has not received any complaints during the financial year. Accordingly thereare no complaints pending at the end of the financial year 2020-2021.

18. DIVIDEND DISTRIBUTION POLICY:

In term of Regulations 43A of SEBI Listing Regulations the Board ofDirectors of the Company has adopted a Dividend Distribution Policy which can be accessedon the website of the Company: http://www.tatainvestment.com/images/Dividend%20Distribution%20Policy.pdf

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its futureoperations.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of the Act and the Company's Articles ofAssociation Mr. Suprakash Mukhopadhyay (DIN 00019901) Director retires by rotation andbeing eligible offers himself for re-appointment. A resolution seeking shareholderapproval for his reappointment forms part of the Notice.

During the year under review Mr. Jimmy Tata DIN (06888364) ceased tobe the Director of the Company w.e.f 18th July 2020. The Board of Directors places onrecord its appreciation of his valuable support and guidance to the Board during histenure.

During the year under review the Company appointed Mr. Rajiv Dube asIndependent Director for a period of five consecutive years w.e.f. 15th October 2020 till14th October 2025 subject to the approval of the Members at the ensuing AGM by way ofOrdinary Resolution. A resolution seeking shareholder approval for his reappointment formspart of the Notice.

Pursuant to the provisions of Section 149 of the Act the IndependentDirectors have submitted declarations that each of them meet the criteria of independenceas provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of SEBI ListingRegulations there has been no change in the circumstances affecting their status asIndependent Directors of the Company.

During the year under review the Non-Executive Directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees and commission for the purpose of attending meetings of the Board/Committee of theCompany.

Pursuant to the provisions of Section 203 of the Act the KeyManagerial Personnel of the Company as on 31st March 2021 are: Mr. Amit N. DalalExecutive Director and Mr. Manoj Kumar CV Chief Financial Officer and Company Secretary.

Details pertaining to of Directors seeking appointment/re-appointmenttogether with their other directorships and committee membership have been given in theannexure to the Notice of the AGM in accordance with the requirements of the SEBI ListingRegulations and Secretarial Standard-2 on General Meetings.

21. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITSCOMMITTEES AND OF INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Act and Listing Regulations theBoard has carried out an annual evaluation of its own performance performance of theDirectors individually as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluationcriteria procedure and time schedule for the Performance Evaluation process for theBoard its Committees and individual Directors including the Chairman of the Company.

For evaluating the Board as a whole views were sought from theDirectors on various aspects of the Board's functioning such as degree of fulfilment ofkey responsibilities Board Structure and composition establishment delineation ofresponsibilities to various committees effectiveness of Board processes information andfunctioning Board culture and dynamics quality of relationship between the Board and themanagement.

Similarly views from the Directors were also sought on performance ofindividual Directors covering various aspects such as attendance and contribution at theBoard/Committee Meetings and guidance/support to the management outside Board/CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement by allBoard members and promoting effective relationships and open communication communicatingeffectively with all stakeholders and motivating and providing guidance to the ExecutiveDirector. The above criteria are broadly based on the Guidance Note on Board Evaluationissued by the Securities and Exchange Board of India on 5th January 2017.

Areas on which the Committees of the Board were assessed includeddegree of fulfillment of key responsibilities adequacy of Committee compositioneffectiveness of meetings Committee dynamics and quality of relationship of the Committeewith the Board and the Management.

The performance evaluation of the Independent Directors was carried outby the entire Board except for that Independent Director. The performance evaluation ofthe Chairman and the Non-Independent Directors was carried out by the IndependentDirectors who also reviewed the performance of the Board as a whole. The Nomination andRemuneration Committee also reviewed the performance of the Board its Committees and ofindividual Directors.

22. REMUNERATION POLICY:

The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Remuneration Policy is stated in the CorporateGovernance Report and can be accessed at Company's websitehttps://tatainvestment.com/wp-content/ uploads/2020/12/Remuneration_Policy.pdf

23. AUDITORS:

STATUTORY AUDITORS:

M/s Kalyaniwalla & Mistry LLP Chartered Accountants (Firm Reg. No.104607W/W-100166) have been appointed as Statutory Auditors of the Company from theconclusion of the Eightieth Annual General Meeting held on 21st August 2017 till theconclusion of the Eighty-fifth Annual General Meeting to be held in the year 2022.

As per the provisions of Section 139 of the Act they have confirmedthat they are not disqualified from continuing as Auditors of the Company.

The Audit Report of M/s Kalyaniwalla & Mistry LLP on the FinancialStatements of the Company for the Financial Year 2020-21 is a part of the Annual Report.The Report does not contain any qualification reservation adverse remark or disclaimer.

SECRETARIAL AUDITORS:

Pursuant to provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Parikh & Associates Company Secretaries to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as "AnnexureC"

The Secretarial Audit Report for the financial year ended 31st March2021 does not contain any qualification reservation adverse remark or disclaimer.

COST RECORDS AND COST AUDITORS:

The provisions of Cost Audit and Records as prescribed under Section148 of the Act are not applicable to the Company.

24. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standards on Meetingsof the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Instituteof Company Secretaries of India and approved by the Central Government.

25. CORPORATE GOVERNANCE:

The Annual Report contains a separate section on the Company'scorporate governance practices together with a certificate from the Company's Auditorsconfirming compliance as per SEBI Listing Regulations.

26. BUSINESS RESPONSIBILITY REPORTING:

A separate section on Business Responsibility Report forms part of thisAnnual Report as required under Regulation 34(2)(f ) of SEBI Listing Regulations isannexed herewith as " Annexure D".

27. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return as on 31st March 2021 is available on the Company's websitehttps://tatainvestment.com/wp-content/uploads/2021/06/TICL_Form-MGT-7.pdf

28. REPORTING FRAUD:

During the year under review the Statutory Auditor have not reportedany instance of fraud committed in the Company by its Officers or Employees to the AuditCommittee under Section 143(12) of the Act details of which needs to be mentioned in thisReport.

29. CONSERVATION OF ENERGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Being an investment company and not involved in any industrial ormanufacturing activities the Company's activities involve very low energy consumption andhas no particulars to report regarding conservation of energy and technology absorption.However efforts are made to further reduce energy consumption.

During the year the Company's expenditure in foreign exchange is '7.19 lacs and the Company did not have any foreign exchange earnings during the year underreview.

30. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under Section 197(12) of the Act read withRule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as "Annexure E".

The information required under section 197(12) of the Act read withRules 5 (2) and (3) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in the Annexure forming part of the Report. In terms ofthe first proviso to Section 136 of the Act the Report and Accounts are being sent to theShareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining thesame may write to the Company Secretary at the Registered e-mail ID of the Company:ticl@tata.com. None of the employees listed in the said Annexure is related to anyDirector of the Company.

31. ACKNOWLEDGEMENTS:

The Directors hereby acknowledge the hard work dedication andcommitment rendered by the employees of the Company during the year. The Directors deeplyregret the losses suffered due to the Covid-19 pandemic and place on record their sincereappreciation to all the front-line workers and those who have gone beyond their duties inbattling against the pandemic.

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