Contents
The Committee reviewed the various compliances and disclosures and the rigour applied when strategic decisions were taken and the detailed responses to the Regulators by the Company denying such allegations. After due deliberations with relevant officials and review of relevant documents and on the basis of a detailed review of these by a reputed independent Legal Counsel, the Committee expressed its confirmation of the responses by the Company to the Regulators. It follows that the aforesaid allegations against your Company and its governance were incorrect and such statements were made without exercising proper care.
- According to Blacks Law Dictionary, Sixth Edition, the term Legal Proceedings includes all proceedings authorized or sanctioned by law, and brought or instituted in a court or legal tribunal, for the acquiring of a right or the enforcement of remedy.
- This is why changes in oil price can potentially create market-wide shockwaves, affecting many industries and tradable assets.
- TMETC continued the use of best in class hardware and software systems to enhance quality and agility in its product conceptualization, design and virtual validation domain.
- Notably, Singhal Enterprise was not the only case where the Courts have questioned the power available with the Courts to dispense with the meeting basis receipt of consent.
- Activity rebounded strongly in the United States in second half of calendaRs.2016 compared to weaker first half.
It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk. The Board takes responsibility for the overall process of risk management in the organisation. Through Enterprise Risk Management programme, business units and corporate functions address opportunities and the attendant risks through an institutionalized approach aligned to the Company’s objectives. The business risk is managed through cross functional involvement and communication across businesses. The results of the risk assessment are thoroughly discussed with the Senior Management before being presented to RMC. In Fiscal 2017, Jaguar Land Rover achieved record retail sales of 604,009 units in Fiscal 2017 a growth of 15.8% as compared to Fiscal 2016, primarily driven by the introduction of the Jaguar F-PACE and continued strong demand for the Land Rover Discovery Sport.
TATA MOTORS Directors Report
Neither there would be verification before Court nor in a meeting of members or creditors or class of members/creditors to discuss about the scheme of amalgamation. Such a procedure, in my view, is neither contemplated, nor would be valid. No authority has been placed before this Court, where this aspect has been examined and any law otherwise, has been laid down. It is true that in some of the orders placed before this Court, application for dispensation of meeting has been allowed on the basis of documents placed before the Court by applicant company or companies, as the case may be.
However, I do not find that any law in this regard has been laid down therein that such procedure is recognized in the Act and Rules framed thereunder and even without verification of documents, ex parte version of applicant company should/must be accepted. There is no such hurry in the matter of amalgamation of companies, justifying deviation from the procedure prescribed in the statute.” . The Scheme of Arrangement between Tata Motors Finance Limited and Sheba Properties Limited, subsidiaries of the Company, was approved by the Hon’ble National Company Law Tribunal effective from May 9, 2017. Besides the above, JLR continued to integrate / restructure legal entities for manufacturing and for exporting globally as combined brand legal entities. Other than the above, there has been no material change in the nature of the business of the subsidiary companies.
Clarifications were also sought by the Regulators with respect to certain business decisions and governance processes. The Company would like to categorically deny the references and would like to impress upon you that it has robust systems and processes in place to ensure compliance to all regulatory requirements. The Company’s Board exercises its independence both in letter and in spirt. The Directors have always acted in the best interest of the Company and will continue to do so. At the Company we constantly strive to evolve and follow up on the Corporate Governance guidelines and best practices. Our purpose has always been transparency, long term shareholder value and respect to the minority shareholders.
Banda University of Agriculture and Technology
The Company has generally enjoyed cordial relations with its employees and unions at its factories and offices and has received union support in the Company’s implementation of reforms that impact safety, quality, cost erosion and productivity improvements across all locations. Employee wages are being paid in accordance with wage agreements that have varying terms at different locations. A new product line organization has been created with complete Profit & Loss responsibility. The Company announces its Consolidated Financial Statement on a quarterly basis. As required under the SEBI Listing Regulations, the Consolidated Financial Statement of the Company and its subsidiaries, prepared in accordance with Ind AS 110 issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the Consolidated Financial Statement of the Company.
During the year, TMTL exported 317 vehicles to Malaysia against specific order from PoS Malaysia. TMTL is exploring similar opportunities in other parts of South East Asia and neighbouring continents. Tata Daewoo Commercial Vehicle Company Limited South Korea , registered revenues of KRW 1,032 billion in Fiscal 2017, a growth of 17.3% over Fiscal 2016 mainly due to increase in domestic sales. The PAT was KRW 50 billion compared to KRW 46 billion in Fiscal 2016. Higher domestic volume, better mix, favourable exchange realizations and material cost reduction helped in improving profits. Whilst the special bench of Kolkata NCLT has provided an alternative to the arguments raised by L&T Valves, it did not provide further explanation for allowing dispensation of the meeting of the members, rather than simply relying on NCLT’s inherent power and the practice developed by the High Courts over the ages.
Further, the term Proceedings means, any action, hearing, investigation, inquest or inquiry in which, pursuant to law, testimony can be compelled to be given. On the basis of the aforesaid logic, when the High Courts have favoured an interpretation, bestowing them with the discretionary power to dispense with the meeting, it probably would have served well the NCLT, if the aforesaid judicial construct had been adopted. swissquote review “It cannot be ignored that almost all the High Courts have exercised this discretion since long and dispensed with the calling of the meetings in appropriate situations. The precedents created by the High Courts to dispense with the requirement of convening the meetings are worth and continuation of such precedents are virtue in the era of ease of doing businesses as well as future course of corporate actions.
Reference may be made to the decision of the Karnataka High Court in the case of Ansys Software Pvt. These minority groups of shareholders holding 10.15% of the shareholding in the Transferee Company have not given their consent to the proposed Scheme Swissquote Forex Broker Review of Amalgamation or to waiver of the meeting of the shareholders of the Transferee Company. The second inroad on the requirement of a formal meeting is that the consent of the shareholders may be ascertained without calling any meeting at all.
TMTL, Thailand continued leadership commitment and engagement with focus in areas safety communication, risk assessment, improving capabilities of employees for emergency situations. In order to create a mind-set free of job titles and hierarchy, the concept of designations has been abolished and individuals will carry the title of their functional role. After market benchmarking, revised Compensation & Policies counter trend line have been rolled-out. The new terms and conditions of employment has been shared with the employees through individual letters by respective managers. TMTL has taken the opportunity to refresh its products, services and network, as well as, expand the range of offerings to the Thailand Customers. Fiscal 2017 saw the launch of Super Ace Mint in Q2 of Fiscal 2017 and Ultra Trucks in later part of the year.
On the Company’s journey to ZWTL , it reduced hazardous waste to landfill / incineration by approx. Similar initiatives on Prevention of Sexual Harassment are in place across the Tata Motors Group of companies. The Executive Committee conducted a thorough assessment of potential candidates for the top 2/3 levels in the organisation. The assessment results were used for placement of the candidates, which was followed up with ‘on boarding’ workshops and Astronaut Trainings to prepare the management teams for the new responsibilities.
Change In Scenario- Position Under Ca 13
The Board closely monitored the events during this period and allegations made. The Company has filed responses to the Regulators denying all such allegations. In such responses, the Company has reiterated that the Company is in compliance of the governance processes and requirements in all such cases.
The retail sales were higher year-on-year in China by 32%, North America by 24%, the UK 16% and the Europe 13% in Fiscal 2017. However, retail sales were down by 6% in other overseas markets, which include Brazil, Russia and South Africa. Tata Motors recorded sales of 545,416 vehicles, a growth of 6.5% over Fiscal 2016. In Fiscal 2016 Industry in India, grew by 8.3%, resulting in the Company’s market share decreasing to 12.8% in Fiscal 2017 in the Indian Automotive Industry from 13.1% in the Fiscal 2016. The Company’s exports on standalone basis grew by 10.6% to 64,221 vehicles in Fiscal 2017 as compared to 58,058 vehicles in Fiscal 2016.
Whilst the value of the legislative history in ascertaining the intention of the legislature cannot be belittled, notably, the suggestion was made in the context of Section 230 of CA 13, which is part of Section 230 dealing with compromise or arrangement between a company and its creditors, or a company and its members. The same was not made in the context of Section 232 of CA 13, which deals with a scheme of arrangement between two companies and makes only provisions of sub-sections to of Section 230 to be applicable mutatis mutandis to a scheme covered under Section 232. Accordingly, one could argue that, when Section 230 has not been made applicable to Section 232, any implied prohibition of dispensing with the meeting of the members would not be applicable to a scheme covered under Section 232. If we can summarise the aforesaid discussion, where there have been dissenting voices raised from time to time about the power of the Courts to dispense with the meeting, the practice developed and routinely followed across the High Courts were allowing dispensation of the meetings basis consent filed by the members. Further, whilst there have been objections, except in solitary cases, the Courts have not questioned their power to dispense with the requirement of holding of meeting of members in the event of deserving situations.
Commodity Futures CFD Trading
Along with its derivatives, crude oil is the most traded commodity in the world. Tata Motors Ltd sold 697 chassis in the South African market in Fiscal 2017 compared to 765 chassis in Fiscal 2016 and exported 6 chassis to Mozambique during Fiscal 2017. TMSA is in the process of introducing a new range of Ultra truck and few more new models of Prima in South Africa and is exploring options to export vehicles to other African countries.
The intent of the Legislature is to empower the Court, with wide powers in order to approve the Scheme whilst ensuring that the rights of members and creditors of the company proposing the scheme are protected. “ … The meeting contemplated in Section 391 is analogous to an extraordinary general meeting of the members of the company, inasmuch as a three-fourth majority is required to pass the required resolution. The normal rule is that the consent of the shareholders, whether it is unanimous or by a three-fourth majority, must be obtained in a meeting summoned on the orders of the Court under Section 391. This is in accordance with the general principle, that members must act in a general meeting. Firstly, the consent of all or virtually all the shareholders given even outside a meeting is sufficient to comply with the requirement of a meeting. Shares of airline companies, energy companies, manufacturing companies, automobile companies and many others can be affected by even a small change in the oil price.
In Nepal, the launch of Tiago has helped the Company to improve its sales in the hatch segment whereas increased sales of Zest helped to gain the leadership position in the compact sedan segment. The Sumo continues to be the ‘Number One’ selling brand in UVs in Nepal. In South Africa, aggressive fleet sales push helped us to increase its sales over last year. In Bangladesh, the Company has improved its sales on account of launch of Nano GenX and an institutional order for Sumo Ambulance. During the period Fiscal 2017, the Company exports of Passenger Vehicles stood at 4,037 units, compared to 4,006 units in the Fiscal 2016. Sales in Sri Lanka declined considerably due to increase in import duties and tightening of retail financing.
I have carefully perused the charges levelled against the Noticees and the documents / evidence available on record. I note that the status of the Noticee is mentioned as Under Liquidation on the website of Ministry of Company Affairs. The copy of the orders of the Honble NCLT as already mentioned above, also clearly shows that the process of liquidation has begun for the two Noticees. Before proceeding further in the matter on its merit, it would be in the fitness of the thing to first decide the preliminary issue as to whether the Adjudication proceedings initiated by SEBI against the Noticees would continue.
Tata Daewoo Commercial Vehicle Company Limited sold 10,317 commercial vehicles, higher by 13.2% over Fiscal 2016, mainly due to increase in domestic sales. TDCV continued the strong performance, in the domestic market in-spite of increased competition by selling 8,795 commercial vehicles, registering a growth of 25.0% compared to sales of 7,036 commercial vehicles in Fiscal 2016. The market share for both HCV and MCV Segments put together was 29.6% as compared to 31.0% in Fiscal 2016. The export sales were 1,522 commercial vehicles, 26.8% lower compared to 2,080 commercial vehicles in Fiscal 2016. Export of Commercial Vehicles grew by 11.3% in Fiscal 2017 with 60,184 units exported compared to 54,052 in Fiscal 2016, crossing 60,000 shipments for the first time and the highest ever till date. The traditional markets of SAARC remained stronger than last year growing by 21.5% with Sri Lanka, Bangladesh and Nepal contributing to the growth.
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