TO THE MEMBERS OF TATA MOTORS LIMITED
The Directors present their Seventy Sixth Annual Report along with the AuditedFinancial Statement of Accounts for the FY 2020-21.
(Rs in crores)
|PARTICULARS || |
| ||FY 2021 ||FY 2020 ||FY 2021 ||FY 2020 |
|Revenue from operations ||47031.47 ||43928.17 ||249794.75 ||261067.97 |
|Total expenditure ||44629.62 ||43510.11 ||214012.84 ||237153.67 |
|Operating profit ||2401.85 ||418.06 ||35781.91 ||23914.30 |
|Other Income ||842.96 ||1383.05 ||2643.19 ||2973.15 |
|Profit before interest foreign exchange depreciation amortization exceptional item and tax ||3244.81 ||1801.11 ||38425.10 ||26887.45 |
|Finance cost ||2358.54 ||1973.00 ||8097.17 ||7243.33 |
|Profit before depreciation amortization exceptional item foreign exchange and tax ||886.27 ||(171.89) ||30327.93 ||19644.12 |
|Depreciation amortization and product development/ engineering Expenses ||4589.25 ||4205.53 ||28773.34 ||25613.92 |
|Foreign exchange (gain)/loss (net) ||1.67 ||239.00 ||(1732.15) ||1738.74 |
|Profit/(loss) before exceptional items and tax ||(3704.65) ||(4616.42) ||3286.74 ||(7708.54) |
|Exceptional Items - (gain) / loss (net) ||(1392.08) ||2510.92 ||13761.02 ||2871.44 |
|Profit/(loss) before tax ||(2312.57) ||(7127.34) ||(10474.28) ||(10579.98) |
|Tax expenses/ (credit) (net) ||82.87 ||162.29 ||2541.86 ||395.25 |
|Profit/(loss) after tax ||(2395.44) ||(7289.63) ||(13016.14) ||(10975.23) |
|Share of profit of joint venture and associates (net) ||- ||- ||(378.96) ||(1000.00) |
|Profit/(loss) for the year ||(2395.44) ||(7289.63) ||(13395.10) ||(11975.23) |
|Other comprehensive income/(loss) ||442.99 ||(378.72) ||2919.34 ||11504.47 |
|Total Other comprehensive income/(loss) for the year ||(1952.45) ||(7668.35) ||(10475.76) ||(470.76) |
|Attributable to: || || || || |
|Shareholders of the Company ||- ||- ||(10551.20) ||(578.88) |
|Non-controlling interest ||- ||- ||75.44 ||108.12 |
* These include the Company's proportionate share of income and expenditure in its twojoint operations namely Tata Cummins Pvt. Ltd. and Fiat India Automobiles Pvt. Ltd.
In view of losses for FY 2020-21 we regret that no dividend can be paid to the Membersas per the provisions of the Companies Act 2013 ('the Act') and the Rules framedthereunder.
TRANSFER TO RESERVES
Due to losses in FY 2020-21 no amount has been transferred to Reserves. An amount of'134 crores was transferred from Debenture Redemption Reserve to Retained earnings.
FINANCIAL PERFORMANCE AND STATE OF THE COMPANY'S AFFAIRS
Operating Results and Profits
Tata Motors Limited consolidated revenue from operations was '249795 crores in FY2020-21 4.3% lower than '261068 crores in FY 2019-20.
The consolidated EBITDA margin was at 12.2% in FY 2020-21 as compared to 8.5% in FY2019-20. EBIT margin stood at 2.6% in FY 2020-21 as compared to (0.04)% for FY 2019-20.Loss for the period (including share of associates and joint ventures) stood at '13395crores in FY 2020-21 as compared to '11975 crores in FY 2019-20.
The free cash flow (auto) was inflow of '5317 crores in FY 2020-21 compared to outflowof '12676 crores for FY 2019-20.
Refer Management Discussion and Analysis (MD&A) Report para Operating Results fordetail analysis.
Tata Motors Limited recorded revenue from operations (including joint operations) of'47031 crores in FY 2020-21 7.1% higher than '43928 crores in FY 2019-20. Loss beforeand after tax (including joint operations) for FY 2020-21 were at '2313 crores and '2395crores respectively as compared to Loss before and after tax (including joint operations)of '7127 crores and '7290 crores respectively for FY 2019-20. The financial performanceimproved mainly due to better volumes improved product mix lower VME and cost savingsoffset partially by commodity inflation and impact of COVID-19 pandemic.
Jaguar Land Rover ('JLR') (as per IFRS) recorded revenue of GB19.7 billion in FY2020-21 compared to GB23.0 billion in FY 2019-20 down by 14.2%. Wholesales (excludingCJLR) declined by 27.0% year-on year primarily as a result of the impact of coronavirusaffecting all key regions except for China where wholesales grew 23.1% year on year. Thereduction in revenue was much lower than the decline in wholesales reflecting the strongfavourable sales mix and higher average revenue
per vehicle during the year. Profit before tax and exceptional items was 662 millionin FY 2020-21 significantly improved on the loss before tax and exceptional items of393 million in FY 2019-20 reflecting the higher EBIT as well as favourable revaluationof unrealised hedges JCR's foreign currency debt partially offset by higher net financeexpense as a result of the increase in indebtedness. The announcement of our ReimagineStrategy in February 2021 triggered 1.5 billion of total exceptional charges in thefourth quarter comprising one-time non-cash write downs of 952 million for products thatwill not now be completed and 534 million of restructuring and other costs. Afterexceptional charges the loss before tax for FY 2020-21 was 861 million compared to theloss before tax of 422 million in FY 2019-20 which included 29 million of exceptionalcharges.
VEHICLE SALES AND MARKET SHARES
The Tata Motors Group sales for the year stood at 837783 vehicles down by 12.9% ascompared to FY 2019-20. Global sales of all Commercial Vehicles were 267513 vehicleswhile sales of Passenger Vehicles were at 570270 vehicles.
Refer MD&A para Overview of Automotive Operations for detail analysis. TATA MOTORS
Tata Motors recorded sales of 463742 vehicles a growth of 4.4% over FY 2019-20whereas the Indian Auto Industry volumes declined by 6.1%. The Company's market share(calculated on wholesales) increased to 14.1% in FY 2020-21 from 12.7% in FY 2019-20.
Commercial Vehicles ('CV')
The domestic CV industry volume experienced a drop of 21.7% in FY 2020-21 aftershrinking by 30.0% in FY 2019-20. The successive drop in FY 2019-20 and FY 2020-21 isattributed to a slew of challenges that included tapering of overall economic growthincreased axle load norms BS4 to BS6 transition and the pandemic-induced lockdown. Afterhitting the bottom in H1 FY 2020-21 the CV industry demonstrated a good rebound in Q3 andQ4 FY 2020-21 led by M&HCVs and ILCVs with economy picking up gradually.
Amidst industry-wide shortage of semiconductors and steel price increase in H2 FY2020-21 the Company's CV business managed to ramp up volumes and improve market share inH2 FY 2020-21. Overall Tata Motors CV Business sales in the domestic market for FY 202021witnessed a decline of 22.6% with 241668 units sold. All the four segments saw a declinein volume with the CV passenger segment being the worst hit. TML CV Business improved itsNet promoter score ('NPS') a customer loyalty and satisfaction measurement from a highbase of 65 in FY 2019-20 to 68 in FY 2020-21.
Refer MD&A para Commercial Vehicles in India for detail analysis.
Passenger Vehicles ('PV')
Domestic PV industry witnessed a decline of 2% in FY 2020-21 as compared to FY 2019-20.Lockdown imposed by Government of India to arrest the spread of COVID-19 had deeplyimpacted the Industry which de-grew by 78% in Q1 FY 2020-21. Markets started opening uppost partial lifting of lockdown in May 2020. Post unlock 1.0 Industry has witnessed aconsistent growth on account of pent-up demand increasing preference for personalmobility good traction from rural sector owing to good rabbi harvest post festive seasonnew launches and continued financing support with attractive interest rates and innovativefinancing schemes.
The Company registered growth of 68.5% in FY 2020-21 vis-a-vis FY 2019-20 with a totalvolume of 222074 units. The market share (calculated on wholesales) for FY 2020-21 was8.2% an increase of 340 basis points from FY 2019-20. The Company posted its highest eversales in 9 years for both the month as well as the quarter ended March 31 2021. For FY2020-21 the business registered its highest ever annual sales in 8 years. The growth hascome on the back of phenomenal response received for the 'New Forever' range and series oftransformative actions taken including focused and agile marketing to improve the shareof voice channel management transformation to earn dealer trust and revamp dealerprofitability introduction of variants of existing models with aspirational features ataccessible price points to expand the customer base synchronization of daily retailofftake and production enabling fast cash rotation for channel partners and for Companyfocused actions in identified micro-markets to achieve step jump in market share. Inaddition expeditious ramping up of supplies by debottlenecking of capacities sweating ofin-house as well as supplier end assets and augmenting of supplier capacity supported thegrowth.
In January 2021 the Company launched its premium flagship SUV - the all-new Safari. Anarresting design unparalleled versatility plush and comfortable interiors and powerfulperformance of the Safari perfectly cater to the modern multifaceted lifestyle of the newage SUV customers and their desire for the perfect combination of prestige andsophistication along with expression and thrill. Safari had received excellent responsefrom the market with 9000 bookings till March 2021. Launch of Safari had a positiverub-off on the demand of Harrier which has witnessed consistent increase in bookings from3536 in January 2021 to 3655 in March 2021.
CV exports for the month of March 2021 closed at 3654 units highest since September2019. FY 2020-21 exports closed at 20283 units 31.6% below previous year. Lockdownsimposed in all export markets to arrest the spread of COVID-19 deeply impacted the overallcommercial vehicle Industry. Retails for FY 2020-21 closed at 24105 units a decline of35% with respect to previous year. However the Company gained market share in almost allit its major markets including Bangladesh Nepal key markets of Sub Saharan Africa andMiddle East region compared to the previous year.
Passenger Vehicle exports for FY 2020-21 closed at 566 units decline of 61.8% w.r.t.previous year largely impacted due to COVID-19 pandemic. Retails for FY 2020-21 closed at980 units decline of 39.9% with report to previous year.
Refer MD&A para Tata Commercial Vehicles and Tata Passenger Vehicles Exportsfor detail analysis.
JAGUAR LAND ROVER ('JLR')
JLR retail sales were 439588 vehicles in FY 2020-21 down 69071 vehicles (13.6%)year-on-year. The decline in retails was primarily the result of the initial COVID-19lockdown impacting the first quarter with a recovery in sales thereafter. Retail sales inChina increased by 23.4% year-on-year as the region continued to recover strongly fromthe impact of COVID-19 following easing of strict lockdown measures from early 2020.Retails across all other regions declined significantly year- on-year including Overseas(26.8%) Europe (26.0%) the UK (22.2%) and North America (14.3%) as strict socialdistancing measures were enforced through the first quarter and subsequently reintroducedin many markets through the third and fourth quarters. Furthermore COVID-19 impactedsales of every model in FY 2020-21 apart from the newly introduced Land Rover Defenderwhich retailed a total of 45244 vehicles in FY 2020-21. JLR wholesales (excluding theChina joint venture) were 347632 vehicles in FY 2020-21 down 27.0% compared to FY2019-20.
Refer MD&A para JLR for detail analysis on wholesale and retail sales volumes.
Some of the key highlights of FY 2020-21 were:
The new Land Rover Defender went on sale at the beginning of the year withretails reaching 45244 vehicles in FY 2020-21. In addition to the 110 wheelbase variantlaunched first a shorter wheelbase 90 is also now on sale with commercial variants and aV8 derivative also launched this fiscal year.
The new Land Rover Defender won a number of awards during the year including thecoveted 2021 World Car Design of the year Top Gear car of the year and Production Cardesign of the year.
A number of 2021 model year upgrades were launched in the year including specialedition Range Rover and Range Rover Sport Range Rover Velar Land Rover Discovery JaguarXE XF F-PACE and E-PACE.
Twelve of JLR's models now have an electrified option including eight withplug-in hybrid 11 with mild hybrid and the all-electric Jaguar I-PACE. Furthermore 51%of retails in FY 2020-21 were electrified.
Production of a 6 cylinder Ingenium 3.0-litre diesel engine (including with mildhybrid technology) started during the year at the EMC in Wolverhampton (UK).
New Jaguar F-TYPE heritage 60 edition launched to celebrate the diamondanniversary of the legendary Jaguar E-TYPE.
A number of initiatives during the year to support the fight against COVID-19including the production of protective visors for the NHS deployment of over 350 vehiclesto support the emergency responses provision of extensive onsite testing and the ongoingNHS Workplace Vaccination Programme pilot at the Solihull plant.
Tata Daewoo Commercial Vehicle Company Limited ('TDCV')
The consolidated revenue of TDCV was increased by 5.8% to '3316 crores in FY 2020-21from '3134 crores in FY 2019-20. Overall sales decreased by 1.21% to 5127 units in FY2020-21 from 5190 units in FY 2019-20 mainly due to lower export sales which was largelyaffected by worldwide disruption hit by COVID-19 pandemic.
Refer MD&A para Tata Commercial Vehicles and Tata Passenger Vehicles Exportsfor detail analysis.
TMF Holdings Limited ('TMFHL')
Despite FY 2020-21 witnessing several challenges including transition to BS6 lowgrowth in rural wages and the crippling impact of COVID-19 pandemic from mid-March TMFGroup Assets Under Management (aUM) grew by 16% Y-o-Y to '42810 crores as against'36882 crores in the year earlier. CV market share improved by 201 bps to 33% in FY2020-21. Consolidated Profit Before Tax for FY 2020-21 grew by 78% to '266 crores asagainst '149 crores in FY 2019-20.
Refer MD&A para Tata and other brand vehicles - Vehicles Financing for detailanalysis.
The Company in FY 2019-20 allotted 201623407 Ordinary Shares at a price of '150 perOrdinary Shares aggregating to '3024 crores and 231333871 Convertible Warrants("Warrants") each carrying a right to subscribe to one Ordinary Share perWarrant at a price of '150 per Warrant ("Warrant Price") aggregating to '3470crores on a preferential basis to Tata Sons Private Limited and an amount equivalent to25% of the Warrant price was paid at the time of subscription. During FY 2020-21 balance75% of the Warrant Price was paid by the Warrant Holder against each Warrant pursuant toexercise of the options attached to the Warrants and 231333871 Ordinary Shares wereallotted to Tata Sons Private Limited. As at March 31 2021 an amount of '2602.51 croreshas been received and is to be utilized for repayment of debt meeting future fundingrequirements and other general purposes of the Company and its subsidiaries.
ISSUE OF DEBENTURES
During the year the Company has issued and allotted on private placement basissecured listed redeemable non- convertible Debentures (NCDs) aggregating '1000 crores.
Amid the challenging environment further impacted by COVID-19 pandemic the Companyand JLR maintained its finances prudently meeting the business needs as well as ensuringreduction of net debt. The Company has sufficient liquidity to weather the demand shocks.As at March 31 2021 the Company's liquidity (including Joint operations) was '7897crores (including undrawn credit facility of '1000 crores) while JLR's liquidity was at 6.7 bn (including unutilized credit facility of 1.9 bn).
On account of general economic downturn and several headwinds including COVID-19pandemic both the Company and JLR witnessed certain revisions in credit ratings.
Refer MD&A para Liquidity and Capital Resources for detail analysis.
Material Changes and Commitment affecting the Financial Position
The impact of COVID-19 on the Company's financial statements has been given in Note2(d) of the Notes to financial statements for the year ended March 31 2021 and theCompany's response to the situation arising from this pandemic has been explained in theMD&A which forms part of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENT
The consolidated financial statements of the Company and its subsidiaries for FY2020-21 are prepared in compliance with the applicable provisions of the Act and asstipulated under Regulation 33 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 [SEBI Listing Regulations] as well as in accordance withthe Indian Accounting Standards notified under the Companies (Indian Accounting Standards)Rules 2015. The audited consolidated financial statement together with the IndependentAuditor's Report thereon form part of this Annual Report. Pursuant to Section 129(3) ofthe Act salient features of the financial statements of the Company's subsidiariesassociates and joint ventures is attached to the financial statements in Form no. AOC-1which is also available on the Company's website. Pursuant to the provisions of Section136 of the Act the Company will make available the said financial statements of thesubsidiary companies upon a request by any member of the Company or its subsidiarycompanies. The members can send an e-mail to inv firstname.lastname@example.org upto the date of theAGM and the financial statements of the Company Consolidated financial statements alongwith other relevant documents and the financial statements of the subsidiary companieswould also be available on the Company's website URL:https://www.tatamotors.com/investors/annual-reports/
SUBSIDIARY JOINT ARRANGEMENTS AND ASSOCIATE COMPANIES
The Company has 103 subsidiaries (14 direct and 89 indirect) 9 associate companies 4joint ventures and 2 joint operations as at March 31 2021 as disclosed in the accounts.
During FY 2020-21 the following changes have taken place in subsidiary / associates /joint venture companies:
JT Special Vehicles Private Limited ceased to be joint venture and became awholly-owned subsidiary consequent to 50% share transfer from Jayem Automotive PrivateLimited w.e.f August 11 2020.
I n-Car Ventures Limited [Name changed from Lenny Insurance Limited w.e.f.February 2 2021]. 100% shareholding transferred from InMotion Ventures Limited to JaguarLand Rover Holdings Limited on February 18 2021.
Shareholding of InMotion Ventures Limited in InMotion Ventures 4 Limited whollyowned subsidiary have reduced from 100% to 15% w.e.f December 1 2020.
Tata Technologies Europe Limited 100% shareholding transferred from INCATInternational PLC to Tata Technologies Pte. Limited (Singapore) w.e.f. May 27 2020.
Escenda Engineering AB name changed to Tata Technologies Nordics AB w.e.f.November 2 2020. 100% shareholding transferred from Tata Technologies Europe Limited (UK)to Tata Technologies Pte. Limited (Singapore) w.e.f. August 26 2020.
Cambric GmbH was liquidated w.e.f September 17 2020.
Transfer of Defence Undertaking to Tata Advanced Systems Limited: The Companytransferred the Defence Undertaking pursuant to a Scheme of Arrangement as a going concernon a slump sale basis to Tata Advanced Systems Limited at an enterprise value of '209.27crores ('the Scheme'). In FY 2019-20 the Company had received requisite approvals fromthe shareholders and National Company Law Tribunal. After meeting the pre-conditionsprescribed under the Scheme the Scheme became effective on April 1 2021.
Transfer of Passenger Vehicles Undertaking to TML Business Analytics Services Limited:The Company proposes to transfer and vest of the Passenger Vehicles Undertaking Business('Passenger Vehicle Undertaking') pursuant to a Scheme of Arrangement as a going concernon a slump sale basis to TML Business Analytics Services Limited ('TBASL') who holdsdirectly or indirectly 100% equity interest in TML Business Services Limited for a lumpsum consideration of '9417 crores; and reduction of share capital of the Company withoutextinguishing or reducing its liability on any of its shares by writing down thesecurities premium account in part which is lost or is unrepresented by available assetswith a corresponding adjustment to the accumulated losses amounting to '11173.59 crores.The consideration shall be settled by TBASL through issuance of 9417000000 equityshares of TBASL of '10 each. Your Company has received No Objection from the StockExchanges Securities Exchange Board of India and requisite approvals from the Company'sshareholders secured creditors etc. for the said transfer. Approvals from the NationalCompany Law Tribunal ('NCLT') and other statutory authorities are under process.
There has been no material change in the nature of business of the subsidiarycompanies.
The policy for determining material subsidiaries of the Company is available on theCompany's website URL: https://investors.tatamotors. com/pdf/materiat.pdf
The Risk Management Committee is constituted to frame implement and monitor the riskmanagement plan of the Company.
The Board takes responsibility for the overall process of risk management throughoutthe organisation. Through an Enterprise Risk Management programme our business units andcorporate functions address risks through an institutionalized approach aligned to ourobjectives. This is facilitated by corporate finance. The Business risk is managed throughcross-functional involvement and communication across businesses. The results of the riskassessment are presented to the senior management.
INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY
The Company's internal control systems are commensurate with the nature of itsbusiness the size and complexity of its operations and such internal financial controlswith reference to the Financial Statements are adequate.
Refer MD&A para internal Control Systems and their Adequacy for detail analysis.
Refer MD&A para Human Resources / Industrial Relations for detail analysis.
Diversity and Inclusion
Diversity and Inclusion at workplace helps nurture innovation by leveraging thevariety of opinions and perspectives coming from employees with diverse age gender andethnicity. The Company has organized a series of sensitisation and awareness campaigns tohelp create an open mind and culture to leverage on the differences. The network ofWomen@Work and the Diversity Council has widened to location councils as we move along thejourney. Women development and mentoring programme have increased with clear focus onnurturing their career journeys to help the Company build a pipeline of women leaders innear future.
The Company employed 5.48% women employees in FY 2020-21 vis- a-vis 5.79% in FY2019-20.
Prevention of Sexual Harassment
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and rules framed thereunder. Internal Committee is inplace for all works and offices of the Company to redress complaints received regardingsexual harassment.
During FY 2020-21 the Company had received 1 complaint on sexual harassment which wassubsequently withdrawn basis request from the complainant. The Company organized 95instructor led awareness workshops across locations. In addition certain employees werecovered through e-module program of the Company.
Tata Motors Limited Employees Stock Option Scheme ('the Scheme')
During FY 2020-21 there has been no change in the Scheme. There were no Optionsgranted or vested or any shares issued on vesting during the year. There were 418894options which got forfeited / lapsed during the year. The Scheme is in compliance with theSecurities and Exchange Board of India (Share Based Employee Benefits) Regulation 2014.Appropriate disclosure prescribed under the said Regulations with regard to the Scheme isavailable on the Company's website URL: https://www.tatamotors.com/investors/ESOP/
Particulars of Employees
Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed to the Report as Annexure-1.
Statement containing particulars of top 10 employees and the employees drawingremuneration in excess of limits prescribed under Section 197 (12) of the Act read withRule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in the Annexure forming part of this report. In terms of provisoto Section 136(1) of the Act the Report and Accounts are being sent to the Shareholdersexcluding the aforesaid Annexure. The said Statement is also open for inspection. Anymember interested in obtaining a copy of the same may write to the Company Secretary. Noneof the employees listed in the said Annexure are related to any Director of the Company.
BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations the BusinessResponsibility Report (BRR) on initiatives taken from an environmental social andgovernance perspective in the prescribed format is available as a separate section of theAnnual Report and is also available on the Company's website URL: https://www.tatamotors.com/investors/annual-reports/
SAFETY & HEALTH - PERFORMANCE & INITIATIVES
In continuation of Safety Excellence Journey at the Company the Organization achievedits 2nd consecutive Fatality Free Year in FY 2020-21.
During the year several proactive initiatives were undertaken by the Company viz.proactive monitoring of Leading Indicators (also known as Proactive Safety Index) focusedtraining sessions on Risk perception and behaviour based safety I-care for shop flooremployees and Safety felt leadership for middle management. The Company also focused onidentification of Critical to Safety workstations to target areas with high potential foraccidents. In order to protect its employees Company undertook Kaizen events to reducedriving related incidents across its Plant locations in FY 2020-21 which ultimatelycontributed in drastic reduction of driving related incidents at Company's Plantlocations. Also during the FY 2020-21 the Company strengthened its focus on SafetyProcesses of its Contractors and Vendors Employees which resulted in reduction in numberof Lost Time Injuries to Contractors and Vendor Employees. Due to exhaustive Safety reviewmeasures being undertaken by the Company before commencing its Plants operations whichwere closed due to COVID-19 outbreak lead into smooth re-start of operations without anyincidents.
In FY 2020-21 the Company's 7 Manufacturing Plants in India Safety Performancereported were higher with Total Recordable Case Frequency Rate being 1.39 against 0.40reported in FY 2019-20. Lost Time Injury Frequency Rate for the Company's 7 plants in FY2020-21 was 0.26 as against 0.09 in FY 2020-21.
The Company has robust governance mechanism for safety health environment andsustainability where reviews are undertaken at multiple levels. The Safety Health andSustainability (SHS) Committee of Board is an apex review body which reviews performancesquarterly followed by Business Unit (BU) Head level SHE Council which reviews monthlywhich percolates down to factory level by Apex Committee various Sub-committees forSafety Standards and then the Factory Implementation committees (FIC). Also forNon-manufacturing areas focused monthly reviews happen at regional offices with CustomerService and Warehouse teams.
During FY 2020-21 the Company rose through various challenges posed by COVID-19pandemic. During the onset itself the Company initiated a robust response to safeguardemployees at its plants offices and warehouses. Social distancing and sanitization normswere established as per World Health Organization (WHO) guidelines and comprehensiveemployee awareness programs were initiated. During the lockdown Management engaged withits employees by creating awareness on COVID -19 preventive measures to be undertaken andfacilities available for help by the Company. The management stayed in touch with itsemployees through health surveys virtual meetings and interactive sessions on socialmedia platforms Employees Assistance Program' - a confidential personalized self-helpcounselling service by qualified professional counsellors was launched in April 2020 bythe
Company which could be availed by its employees and their family members free of cost.The objective of said program was to support employees and dependents to cope up with thephysical and mental challenges created by COVID-19. 670 employees contacted counsellors toaddress their issues. On-line sessions on emotional wellbeing were organized and approx.3400 employees were benefitted. Robust surveillance diagnostic testing program with RapidAntigen Test and RT-PCR for employees were carried out and maintained throughout pandemicwithin Company's Plant premises. Also several Company's HR policies on sickness benefitsInsurance benefits and leave policy were modified suitably in view of helping employeesand dependents during epidemic.
The Company also collaborated with several Government hospitals to provide COVID-19vaccine free of cost to all its eligible employees including third party contractemployees. Due to Company's said initiative till date approx. 10000 people arevaccinated which includes its employee and their family members ex-employees employeesof Service Providers and employees of Suppliers. The Company's medical teams located atPlants supported employees and their dependents during COVID-19 pandemic by arrangingbeds/ medicines in hospitals and co-ordinated for plasma donation. The Company alsodonated medical equipment to Government healthcare providers through CSR program.
ENERGY & ENVIRONMENT
The Company has always been conscious of the need to conserve energy in itsmanufacturing plants and to protect environment. Energy conservation is achieved throughoptimized consumption of power and fossil fuels and improvements in energy productivitythrough Energy Conservation (ENCON) projects which contributes in reduction inoperational costs and climate change mitigation through reduction in greenhouse gases. TheCompany is also signatory to RE100 - a collaborative global initiative of influentialbusinesses committed to 100% renewable electricity and is working towards increasing theamount of renewable energy generated in-house and procured from off-site sources.
In FY 2020-21 ENCON efforts contributed to energy savings of 116000 GJ avoidedemission of 22352 tCO2e and cost savings of '21.15 crore to the Company. In FY 2020-21the Company generated / sourced 73.33 million kWh of renewable electricity for itsmanufacturing operations which amounts to 20% of the total power consumption as comparedto 21.6% in FY 2019-20 and also contributed in avoidance of emission of 60860 tCO2e andfinancial saving of '21.10 crores. This is a significant achievement consideringdisruptions in Plant operations due to COVID-19. The Company generates renewable energy(RE) in-house through rooftop solar PV (photovoltaic) off-site captive wind farms andthrough procurement of off-site wind and solar power through "Power PurchaseAgreements" (PPA's). In FY 2020-21 the Company at its Pantanagar Plant enhanced itsin-house RE capacity by 2MWp by rooftop Solar PV installation.
In FY 2020-21 the Company conserved a total of 11.47 lakh m3 of water throughrecycling effluent and rainwater harvesting which is 27.1% of total water consumption ascompared to 16.4% in FY 2019-20. In FY 2020-21 the Company sustained its efforts acrossPlants to divert hazardous waste from landfill / incineration and derive value from thesame. Several Plants divert hazardous wastes for energy recovery through co-processing atcement Plants. The Company will continue this initiative to ultimately achieve 'Zero Wasteto Landfill' status for all its manufacturing operations.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year in theformat prescribed in the Companies (CSR Policy) Amendment Rules 2021 are set out inAnnexure - 2 of this Report. The policy is available on Company's website at URL: https://investors. tatamotors.com/pdf/csr-poticy.pdf
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO
The information on conservation of energy technotogy absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read along with Rule 8of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure - 3.
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return for FY 2020-21 is available on Company'swebsite at https://www. tatamotors.com/investors/annuat-reports/
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment / Re-appointment
The Board of Directors on the recommendation of Nomination and Remuneration Committee('NRC') and in accordance with provisions of the Act and SEBI Listing Regulations subjectto the approval of Members' at the Annual General Meeting ('AGM') appointed:
Mr Thierry Bottore (DIN:08935293) as an Additional and Non-Executive (NonIndependent) Director on the Board w.e.f October 27 2020 liable to retire by rotation.
Mr Kosaraju V Chowdary (DIN:08485334) as an Additional and Non-Executive(Independent) Director on the Board for a tenure of 5 years w.e.f October 27 2020. Heshatt hold office as Additional Director upto the date of the forthcoming AGM and isetigibte for appointment as a Director.
Mr Mitsuhiko Yamashita (DIN:08871753) as an Additionat and Non-Executive(Independent) Director on the Board w.e.f September 16 2020. Mr Yamashita underwentchange in designation from Non-Executive (Independent) Director to Non-Executive (NonIndependent) Director w.e.f October 27 2020.
Dr Ratf Speth (DIN:03318908) consequent to retirement from services of Jaguar LandRover Automotive PLC ('whotty owned subsidiary') tendered his resignation vide tetterdated October 27 2020 as the Non-Executive (Non Independent) Director of the Company. TheBoard of Directors ptaces on record its appreciation for his invatuabte contributionsduring his tenure as a Director.
In accordance with provisions of the Act and the Artictes of Association of theCompany Mr N Chandrasekaran (DIN: 00121863) NonExecutive Chairman is tiabte to retireby rotation and is etigibte for re-appointment.
Mr Guenter Butschek (DIN:07427375) Chief Executive Officer and Managing Director isbeing re-appointed w.e.f February 15 2021 upto June 30 2021 upon termination of theexisting contract subject to Centrat Government and sharehotders' approvat.
The disctosures required pursuant to Regutation 36 of the SEBI Listing Regutations andthe SS-2 on Generat Meeting are given in the Notice of Annuat Generat Meeting ('AGM')forming part of the Annuat Report.
In terms of Section 149 of the Act and the SEBI Listing Regutations Mr Om PrakashBhatt Ms Hanne Sorensen Ms Vedika Bhandarkar and Mr Kosaraju V Chowdary are theIndependent Directors of the Company as on date of this report.
Att Independent Directors of the Company have given dectarations under Section 149(7)of the Act that they meet the criteria of independence as taid down under Section 149(6)of the Act and Regutation 16(1)(b) of the SEBI Listing Regutations. In terms of Regutation25(8) of the SEBI Listing Regutations the Independent Directors have confirmed that theyare not aware of any circumstance or situation which exists or may be reasonabtyanticipated that coutd impair or impact their abitity to discharge their duties with anobjective independent judgement and without any externat inftuence. The Company hasreceived confirmation from att the existing Independent Directors of their registration onthe Independent Directors Database maintained by the Institute of Corporate Affairspursuant to Rute 6 of the Companies (Appointment and Quatification of Directors) Rutes2014.
In the opinion of the Board the Independent Directors possess the requisite expertiseand experience and are persons of high integrity and repute. They futfitt the conditionsspecified in Act as wett as the Rutes made thereunder and are independent of themanagement.
Key Managerial Personnel
In terms of Section 203 of the Act the Key Manageriat Personnet (KMPs) of the Companyduring FY 2020-21 are:
Mr Guenter Butschek Chief Executive Officer and Managing Director
Mr Pathamadai Batachandran Bataji Group Chief Financiat Officer
Mr Hoshang K Sethna Company Secretary
Pursuant to Regutation 34 of the SEBI Listing Regutations Report on CorporateGovernance atong with the certificate from a Practicing Company Secretary certifyingcomptiance with conditions of Corporate Governance is part to this Report.
MEETINGS OF THE BOARD
During the year the Board of Directors met 9 times. For detaits ptease refer to theReport on Corporate Governance which forms part of this Annuat Report.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisionsin tine with the detegated authority.
The fottowing Committees constituted by the Board function according to theirrespective rotes and defined scope:
Nomination and Remuneration Committee
Corporate Sociat Responsibitity Committee
Stakehotders' Retationship Committee
Risk Management Committee
Safety Heatth and Sustainabitity Committee
Detaits of composition terms of reference and number of meetings hetd for respectivecommittees are given in the Report on Corporate Governance which forms a part of thisAnnuat Report. During the year under review att recommendations made by the variouscommittees have been accepted by the Board.
The annuat evatuation process of the Board of Directors Individuat Directors andCommittees was conducted in accordance with the provisions of the Act and the SEBI ListingRegutations.
The Board evatuated its performance after seeking inputs from att the Directors on thebasis of criteria such as the Board composition and structure effectiveness of Boardprocesses information and functioning etc. The performance of the Committees wasevatuated by the Board after seeking inputs from the committee members on the basis ofcriteria such as the composition of committees effectiveness of committee meetings etc.The above criteria are broadly based on the Guidance Note on Board Evaluation issued bythe Securities and Exchange Board of India.
The Board and the NRC reviewed the performance of individual Directors on the basis ofcriteria such as the contribution of the individual Director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.
In a separate meeting of Independent Directors performance of Non- IndependentDirectors and the Board as a whole was evaluated. Additionally they also evaluated theChairman of the Board taking into account the views of Executive and Non-ExecutiveDirectors in the aforesaid meeting. The Board also assessed the quality quantity andtimeliness of flow of information between the Company management and the Board that isnecessary for the Board to effectively and reasonably perform their duties. The aboveevaluations were then discussed in the Board meeting and performance evaluation ofIndependent directors was done by the entire Board excluding the Independent Directorbeing evaluated.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Refer Report on Corporate Governance para on Familiarisation Programme.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy (salient features) on Directors' remuneration and other mattersprovided in Section 178(3) of the Act has been briefly disclosed hereunder and in theReport 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 onthe industry and strategy of the Company. The Board composition analysis reflects in-depthunderstanding of the Company including its strategies environment operations financialcondition and compliance requirements.
The NRC conducts a gap analysis to refresh the Board on a periodic basis includingeach time a Director's appointment or re- appointment is required. The NRC reviews andvets the profiles of potential candidates vis-a-vis the required competencies undertakesdue diligence and meeting potential candidates prior to making recommendations of theirnomination to the Board.
Criteria for determining qualifications positive attributes and independence of aDirector
In terms of the provisions of Section 178(3) of the Act and Regulation 19 of the SEBIListing Regulations the NRC has formulated the criteria for determining qualificationspositive attributes and independence of Directors the key features of which are asfollows:
Qualifications - The Board nomination process encourages diversity of thoughtexperience knowledge age and gender. It also ensures that the Board has an appropriateblend of functional and industry expertise.
Positive Attributes - Apart from the duties of Directors as prescribed in theAct the Directors are expected to demonstrate high standards of ethical behaviourcommunication skills and independent judgment. The Directors are also expected to abide bythe respective Code of Conduct as applicable to them.
Independence - A Director will be considered independent if he/she meets thecriteria laid down in Section 149(6) of the Act the Rules framed thereunder andRegulation 16(1)(b) of the SEBI Listing Regulations.
The Directors affirm that the remuneration paid to Directors KMPs and employees is asper the Remuneration Policy of the Company.
The remuneration policy is also available on the Company's website URL: https://investors.tatamotors.com/pdf/directors-appointment-remuneration.pdf
The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting the highest standards of professionalism honestyintegrity and ethical behaviour. In line with the Tata Code of Conduct ('TCOC') anyactual or potential violation howsoever insignificant or perceived as such would be amatter of serious concern for the Company. The role of the employees in pointing out suchviolations of the TCOC cannot be undermined.
Pursuant to Section 177(9) of the Act a vigil mechanism was established for directorsand employees to report to the management instances of unethical behaviour actual orsuspected fraud or violation of the Company's code of conduct or ethics policy. The vigilmechanism provides a mechanism for employees of the Company to approach the Chairperson ofthe Audit Committee of the Company for redressal. No person has been denied access to theChairperson of the Audit Committee. In addition to the above the employee also has anoption to approach the Chief Ethics Counsellor (CEC).
The policy of vigil mechanism is available on the Company's website at URL:https://investors.tatamotors.com/pdf/whistle-blower-policy.pdf
M/s B S R & Co. LLP Chartered Accountants (ICAI Firm No. 101248W/ W-100022) theStatutory Auditors of the Company hold office until the conclusion of Seventy Seventh AGMto be held in the year 2022. Pursuant to Section 141 of the Act the Auditors haverepresented that they are not disqualified and continue to be eligible to act as theAuditor of the Company.
The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the ensuing AGM. The StatutoryAuditors were present in the last AGM.
The Report of the Statutory Auditor forming part of the Annual Report contains anemphasis of matter as under:
(a) the managerial remuneration paid to the CEO and Managing Director amounting to'2.22 crores for the period February 15 2021 to March 31 2021 exceeds the prescribedlimits under Section 197 read with Schedule V to the Act by '1.89 crores. The said amountexcludes performance and long term incentives which will be accrued post determinationand approval by the Board of Directors of the Company and such amounts will also exceedthe prescribed limits. Further the Company is also in the process of obtaining CentralGovernment approval since the CEO and Managing Director is a non-resident.
(b) Further the remuneration payable to non- executive independent directorsaggregating '1.70 crores is subject to approval of the shareholders.
The management's response is as follows:
The term of Mr Guenter Butschek CEO and Managing Director has been extended fromFebruary 15 2021 to June 30 2021. Pursuant to the provisions of Section 197 read withSchedule V of the Act Members' approval at the upcoming AGM is sought for re-appointmentas CEO and Managing Director and payment of minimum remuneration to Mr Butschek as per theterms of his appointment and remuneration for the period February 15 2021 upto theremainder of his current tenure in case of no profits / inadequate profits for FY 2021-22.The resolution approving the above proposal is being placed for approval of the Members inthe Notice for this AGM.
In view of the valuable services being rendered and significant contributions of theNon-Executive Directors (including Independent Directors) to the Company and pursuant tothe recently amendments in Sections 149(9) 197(3) and Section II of Part II of Schedule Vof the Act the Board of Directors on the recommendations of the NRC approved payment ofremuneration to the Non-Executive Directors (including Independent Directors) of theCompany within the limits prescribed under Schedule V of the Act for the Financial Years2020-21 2021-22 and 2022-23 in case of no / inadequate profits in each of these yearssubject to the approval of the Members at this AGM. The details of the remuneration to bepaid for FY 2020-21 are captured in the Corporate Governance Report. The resolutionapproving the above proposal is being placed for approval of the Members in the Notice forthis AGM.
The Statutory Auditor's report does not contain any other qualifications reservationsadverse remarks or disclaimers.
The resolution authorizing the Board of Directors to appoint Branch Auditors for thepurpose of auditing the accounts maintained at the Branch Offices of the Company abroad isbeing placed for approval of the Members in the Notice for this AGM.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Director appointed M/sParikh & Associates (Registration No. - P1988MH009800) a firm of Company Secretariesin Practice to conduct the Secretarial Audit of the Company for year ended March 31 2021.The Report of the Secretarial Audit is annexed herewith as Annexure - 4. The saidSecretarial Audit Report does not contain any qualification reservations adverse remarksand disclaimer.
As per Section 148 of the Act the Company is required to have the audit of its costrecords conducted by a Cost Accountant. The Board of Directors of the Company has on therecommendation of the Audit Committee approved the appointment of M/s Mani & Co. afirm of Cost Accountants in Practice (Registration No.000004) as the Cost Auditors of theCompany to conduct cost audits for relevant products prescribed under the Companies (CostRecords and Audit) Rules 2014 for the year ending March 31 2022. The Board onrecommendations of the Audit Committee have approved the remuneration payable to the CostAuditor subject to ratification of their remuneration by the Members at the forthcomingAGM. The resolution approving the above proposal is being placed for approval of theMembers in the Notice for this AGM.
M/s Mani & Co. have under Section 139(1) of the Act and the Rules framedthereunder furnished a certificate of their eligibility and consent for appointment.
The cost accounts and records of the Company are duly prepared and maintained asrequired under Section 148(1) of Act.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered by the Company during the FY 2020-21with related parties were on an arm's length basis and in the ordinary course of business.There were no material Related Party Transactions (RPTs) undertaken by the Company duringthe year that require shareholders' approval under Regulation 23(4) of the SEBI ListingRegulations or Section 188 of the Act. The approval of the Audit Committee was sought forall RPTs. Certain transactions which were repetitive in nature were approved throughomnibus route. All the transactions were in compliance with the applicable provisions ofthe Act and SEBI Listing Regulations.
Given that the Company does not have any RPTs to report pursuant to Sections 134(3)(h)and 188 of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 in FormAOC-2 the same is not provided.
During the FY 2020-21 the Non-executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees remunerationpayable to non executive directors (subject to members' approval) and reimbursement ofexpenses as applicable.
The RPT Policy is available on the Company's website URL: https://investors.tatamotors.com/pdf/rpt-policy.pdf
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
As per Section 186 the details of Loans Guarantees or Investments made during FY2020-21 are given below:
| || || ||(Rs in crores) |
|Name of Companies ||Nature of Transactions ||Loans ||Investments |
|JT Special Vehicle Pvt Ltd ||Equity Infusion ||- ||0.02 |
|Tata Steel Limited ||Equity investment pursuant to first and final call made by Tata Steel towards partly paid equity shares || ||16.35 |
|Tata International Limited ||Equity investment pursuant to rights issue ||- ||41.25 |
|Tata Hispano Carrocera ||Loan ||9.68 ||- |
|Trilix SRL ||Loan ||13.37 ||- |
|Tata Marcopolo Motors Limited ||Inter Corporate Deposits ||70.00 ||- |
|JT Special Vehicle Pvt Limited* ||Inter Corporate Deposits given as subvention ||4.13 ||- |
|Brabo Robotics and Automation Limited * ||Inter Corporate Deposits given as subvention ||26.86 ||- |
* Both are wholly owned subsidiaries of the Company (TML) and are in the process ofshut down of operations and not in a position to meet its external liabilities. Thusamount paid as subvention.
TMF Holdings Limited wholly owned subsidiary of the Company has issued perpetual debtof '1350 crores with call/put option provided by the Company to the investors after 4years and up to 6 years from the deemed date of allotment.
During FY 2020-21 the Company has not given guarantee to any of its subsidiariesjoint 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 andas such no amount of principal or interest on deposits from public was outstanding as onthe date of the balance sheet except for unclaimed and unpaid deposits pertaining toprevious years.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutorycost secretarial auditors and external agencies including audit of internal controlsover financial reporting by the Statutory Auditors and the reviews performed by Managementand the relevant Board Committees including the Audit Committee the Board is of theopinion that the Company's internal financial controls were adequate and effective duringFY 2020-21.
Accordingly pursuant to Section 134(5) of the Act the Board of Directors to the bestof their knowledge and ability confirm that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;
b) t hey have selected such accounting policies and have applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe loss of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 andsuch internal financial controls are adequate and operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
Refer MD&A para on Internal Control Systems and their Adequacy' for detailanalysis.
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the
Institute of Company Secretaries of India and that such systems are adequate andoperating effectively.
DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of SEBI Listing Regulations the Board of Directors of theCompany have formulated a Dividend Distribution Policy. The Policy is also available onthe Company's website URL:https://investors.tatamotors.com/pdf/dividend-distribution-policy.pdf
INVESTOR EDUCATION AND PROTECTION FUND
Refer Report on Corporate Governance para on 'Transfer of unclaimed / unpaid amounts /shares to the Investor Education and Protection Fund (IEPF)' for detail analysis.
Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview:
There are no significant material orders passed by the Regulators or Courts orTribunal which would impact the going concern status of the Company and its futureoperation. However Members attention is drawn to the Statement on Contingent Liabilitiesand 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.
The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic. The Directors wish to convey their appreciation to all of the Company'semployees for their contribution towards the Company's performance. The Directors wouldalso like to thank the shareholders employee unions customers dealers suppliersbankers governments and all other business associates for their continuous support to theCompany and their confidence in its management.
| ||On behalf of the Board of Directors |
| ||NCHANDRASEKARAN |
| ||Chairman |
|Mumbai May 18 2021 ||DIN: 00121863 |