••

TATA
Compliance Report
[Pursuant to Para I. A. 2(h) of Annexme I of the SEBI Circular No. CFD/DIL3/CIR/2017/21 dated
March 10, 2017, as amended from time to time ("SEBI Circular")]

It is hereby certified that the draft Scheme of Arrangement involving Tata Motors Limited
(Transferor Company) and Tata Advanced Systems Limited (Transferee Company) for
transfer of Transferor Company's Defense Undertaking (as defined in the Scheme) to the
Transferee C01npany does not, in any way violate1 override or limit the provisions of
securities laws or requirements of the Stock Exchange(s) and the same is in compliance with
the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("LODR Regulations") and the SEBI Circular including the following:
Sl. I Reference Particulars Whether complied.co::.r.::n::.:o:.:t_ _ _ _--1
1 i Regulationf.: 17 Corporate governance Complied.
I to 27 of LODR requirements Corporate Govemance Report as on
Regulations June 30, 2018 is enclosed.
2 Regulation 11 Compliance with Complied.
I ofLODR securities laws
1 Regulations

Requirements of the SEBI circular I

Submission of Complied. I
(a) Para (I)(A)(2) documents to Stock

(b) P.-1:~· (I)(A)(3)- ~::~:~: f;r s-;:h~me~-f-Complied-._______________j

of arrangement The Transferee Company will be I
involving unlisted complying with the conditions I
entities mentioned at point (a) and (b) of Part
(I)(A)(3) of the SEBI Circular.
Para (I)(A)(4) Submission of Valuation Complied.
(c) (a) Report
(d) Para (I)(A)(5)
'I Auditors certificate Complied. I
1
regarding compliance

(e)J~P~~(I)(A)(9) ~~::i~~:fn:;:.ov:J~·c;mpli~d~-------·-·------1
--
, public shareholders Provided in the Scheme. I
i through e-voting ______L __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
::_.:~L_ ~ I

~tors Limited

l~~rB~chek ·~lit
\-\..,L.:. · Jch ,...p.
Hoshang S · ina
c CEO a~ Managing Director Company ~e
retary

Page 1 of2

TATA MOTORS LIMITED

Gornbay House 24 Horn! Mody Street Mumbai 400 001
Tel 9'i n 6665 8282 Fax 91 22 6665 7799
ISVVW.tatarnotm~•. con1 CiN L28920!viH1945PLC004520
Certified that the transactions / accounting treatment provided in the draft Scheme of
Arrangement involving Tata Motors Limited (Transferor Company) and Tata Advanced
Systems Limited (Transferee Company) for transfer of Transferor Company's Defense
Undertaking (as defined in the Scheme) to the Transferee Company are in compliance with
all the Accounting Standards applicable to a listed entity.

For Tata Motors Limited

' ;~
P B Balaji
chek
aging Director Chief Financial Officer

Page 2 of2
 Format to be submitted by listed entity on quarterly basis

1. Name of Listed Entity: Tata Motors Limited

2. Quarter ending: June 30, 2018

I. Composition of Board of Directors .

Title Name of the PANI & DIN Category Date of Tenure* No .. of Directorship Number of No of post of Chairperson
(Mr/ Director (Chairperson/ Appointment in listed entities memberships in Audit/ in Audit/ Stakeholder
Ms) Executive/Non- in the including this Stakeholder Committee held in listed
Executive/ current term listed entity Committee(s) entities including this
Independent/ /cessation (Refer Regulation including this listed listed entity (Refer
Nominee)& 25(1) of Listing entity (Refer Regulation 26(1) of
Regulations) Regulation 26( 1) of Listing Regulations)
.·
Ustinq Requlationsl
Mr Natarajan I ABJPC6349J
Chairperson - January 17, i - 0
i
IO 0
Chandrasekaran I Non-Executive 2017 I I
00121863 Director I
Mr Nasser Mukhtar AAFPM7588N Non-Executive, July 31, 2014 47 Months 6 I1 5
Munjee Independent
00010180 Director I
Mr Vinesh Kumar I AAYPJ0756C Non-Executive, July 31, 2014147 Months 4 7 2
Jairath Independent II
I 00391684 Director
Ms Falguni Sanjay I ABHPN4229N Non-executive, July 31, 20141 47 Months 4 13 2
Nayar Independent i
i 'i
I 00003633 Director I I
Mr Om Prakash I AGPPB9727Q Non-executive, May 9, 2017 1 13 Months 4 2
Bhatt I Independent 1 22 days 14
00548091 Director i
Ms Hanne Birgitte NA Non-executive, January 3, 15 Months 1 1 0
Sorensen Independent 2018 28 days
1
08035439 Director I
Mr Ralf Dieter INA Non-executive November 0 0 0
1-
Mr
Speth

Guenter
Butschek
i
03318908
I
Director

OEPB1158H Executive Director

-CEO& MD
10, 2010

February 15,
2016
I
1-
I
·-----
___ ___
.
0
,
- --tlI _____ 0

07427375 I I
Mr satish AAVPB1076E Executive Director July 16, 2017' - 0 I1 0
Balkrishna & Chief Operating
Borwankar 01793948 Officer i
I. Composition of Board of Directors
Title Name of the PANI & DIN Category Date of Tenure* No. of Directorship Number of No of post of Chairperson
(Mr/ Director " (Chairperson/ Appointment in listed entities · memberships in Audit/ .in Audit/ Stakeholder
Ms) Executive/Non- in the including this Stakeholder Committee held in listed
Executive/ current term listed entity Committee(s) entities including this
Independent/ {cessation (Refer Regulation including this listed listed entity (Refer
Nominee)& 25(1) of Listing entity (Refer Regulation 26(1) of
Regulations) Regulation 26(1) of Listing Regulations)
Listino Reoulationsl
$ PAN number of any director would not be displayed on the website of Stock Exchange
& Category of directors means executive/non-executive/independent/Nominee. if a director fits into more than one category write all categories separating them
with hyphen Disclosure
* to be filled only for Independent Director. Tenure would mean total period from which Independent director is serving on Board of directors of the listed entity in
continuity without any cooling off period.

II. Composition of Committees

Name of Committee Name of Committee members Categocy (Chairperson I Executive I Non-Executive I Independent I
Nominee)l
,

1. Audit Committee Mr Nasser Munjee Chairman, Non-Executive- Independent

Mr V K Jairath
Ms Falguni Nayar
Mr 0 P Bhatt
2. Nomination & Remuneration Committee Mr 0 P Bhatt
Mr N Chandrasekaran
Mr Nasser Munjee
3. Stakeholders' Relationship Committee Ms Falguni Nayar
Ms Hanne Sorensen
Mr Guenter Butschek
4. Risk Management Committee Ms Hanne Sorensen
Mr Guenter Butschek
Mr Satish Borwankar
Mr P B Balaji
$ Category of directors means executive/non-executive/independent/Nominee. If a director fits into more than one category write all categories separating them
with hyphen.
Non-Executive- Independent
Non-Executive- Independent
Non-Executive - Independent
Chairman, Non-Executive- Independent
Non-Executive
Non-Executive- Independent
Chairperson - Non-Executive - Independent
Non-Executive - Independent
Executive
Chairperson - Non-Executive - Independent
Executive
Executive
Chief Financial Officer

III. Meetin of Board of Directors

Date(s) of Meeting (if any) in the previous Date(s) of Meeting (if any) in the Maximum gap between any two consecutive (in number of days)
uarter relevant uarter
January 16, 2018 May 3, 2018 44 Days (i.e. between February 5, 2018 to March 22 2018)
February 5, 2018 May 23, 2018
March 22 2018
IV. Meeting of Committees
Date(s) of meeting of the
committee in the relevant quarter
Audit Committee
May 23, 2018
Nomination & Remuneration
Committee
May 23, 2018
Risk Management Committee
No Meetings were held
Whether requirement of Quorum met (details) Date(s) of meeting of the Maximum gap between any two
~ committee in the previous consecutive meetings in number of
quarter dayS"
Yes (All 4 members were present, all being January 11-12, 2018 109 days (i.e. between February 2,
Independent) 2018 to May 23, 2018)
Februarv 2 2018
Yes (All 3 members were present, two being January 16, 2018
Independent and one being a Non-Executive
Director) March 22 2018
Not applicable January 11, 2018

Stakeholders Relationshig
Committee
No Meetings were held Not applicable January 11, 2018
--··
* This information has to be mandatorily be given for audit committee for rest of the committees giving this information is optional.

V. Related Partv Transactions

Subiect Comoliance status (Yes/No/NAJ refer note below
Whether prior aooroval of audit committee obtained YES
Whether shareholder approval obtained for material RPT NA
Whether details of RPT entered into pursuant to omnibus approval have been reviewed by the Audit YES
Committee
Note
1. In the column "Compliance Status", compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has been composed in
accordance with the requirements of Listing Regulations, "Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the
words "N.A." may be indicated.
2. If status is "No" details of non-comoliance mav be qiven here.

VI. Affirmations
1. The composition of Board of Directors is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. YES
2. The composition of the following committees is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
a. Audit Committee- YES
b. Nomination & Remuneration Committee - YES
c. Stakeholders' Relationship Committee - YES
d. Risk management committee (applicable to the top 100 listed entities) -YES
3. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing Obligations and Disclosure
Requirements) R~lations, 2015. -YES _ __ _ _ _ _ _ _ _ _ ______!
 4. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. -YES
5. The report submitted in the previous quarter has been placed before Board of Directors at its meeting held on May 3, 2018. This report will be placed
before the Board at its next meeting. Any comments/observations/advice of Board of Directors may be mentioned here: NIL

~a~
..
Mr H KSeth
fm
J ~~l4)
Company Se retary/CeR'Iplianee 9ffieer{P4anaging 9ireeter{CE9

Note:
-
~\.~W~'lf/ .

Information at Table I and II above need to be necessarily given in 1" quarter of each financial year. However, if there is no change of information in subsequent
quarter(s) of that financial year, this information may not be given by Listed entity and instead a statement "same as previous quarter" may be given.