366 75th Integrated Annual Report 2019-20 Notice (PURSUANT TO SECTION 101 OF THE COMPANIES ACT, 2013) Dear Member, 5. Approval for payment of Minimum Remuneration to Mr Guenter Butschek (DIN: 07427375), Chief Executive Officer NOTICE IS HEREBY GIVEN THAT THE SEVENTY FIFTH ANNUAL GENERAL MEETING OF TATA MOTORS LIMITED will be held and Managing Director in case of no/inadequacy of profits on Tuesday, August 25, 2020 at 2:00 p.m. IST through video during FY 2020-21. conferencing (‘VC’) / other audio visual means (‘OAVM’) to transact the To consider and, if thought fit, to pass the following resolution as following business: a Special Resolution: ORDINARY BUSINESS "RESOLVED that pursuant to the provisions of Section 197, Schedule V and other applicable provisions of the Companies 1. To receive, consider and adopt the Audited Financial Statements Act, 2013 (‘the Act’) [including any statutory modification(s) of the Company for the financial year ended March 31, 2020 or re-enactment(s) thereof for the time being in force] and the together with the Reports of the Board of Directors and the Companies (Appointment and Remuneration of Managerial Auditors thereon. Personnel) Rules, 2014, as amended from time to time and 2. To receive, consider and adopt the Audited Consolidated Financial the Special Resolution passed by the members at the Annual Statements of the Company for the financial year ended March General Meeting of the Company held on August 9, 2016 (‘the 31, 2020 together with the Report of the Auditors thereon. said Resolution of 2016’), the members do hereby accord 3. To appoint a Director in place of Dr Ralf Speth (DIN: 03318908) their approval to pay remuneration to Mr Guenter Butschek who, retires by rotation and being eligible, offers himself for (DIN: 07427375), Chief Executive Officer and Managing re-appointment. Director as approved by the members in the said Resolution of 2016 (referred in the annexed Explanatory Statement) as SPECIAL BUSINESS 'Minimum Remuneration' in case of no/inadequacy of profits 4. Approval and ratification for payment of Minimum Remuneration for FY 2020-21 . to Mr Guenter Butschek (DIN: 07427375), Chief Executive RESOLVED FURTHER that the Board of Directors or a Committee Officer and Managing Director for FY 2019-20. thereof, be and is hereby, authorized to take such steps as may be To consider and, if thought fit, to pass the following resolution as necessary - statutory, contractual or otherwise, in relation to the a Special Resolution: above, to settle all matters arising out of and incidental thereto, to sign and execute deeds, applications, documents and writings "RESOLVED that pursuant to the provisions of Section 197, that may be required, on behalf of the Company and generally Schedule V and other applicable provisions of the Companies to do all such other acts, deeds, matters and things as may be Act, 2013 (‘the Act’) [including any statutory modification(s) necessary, proper, expedient or incidental for giving effect to or re-enactment(s) thereof for the time being in force] and the this Resolution.” Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time and the 6. Appointment of Branch Auditors Special Resolution passed by the members at the Annual General Meeting of the Company held on August 9, 2016, the members do To consider and, if thought fit, to pass the following resolution as hereby ratify and confirm the remuneration of `19,27,58,245/- an Ordinary Resolution: paid/payable to Mr Guenter Butschek (DIN: 07427375), Chief “RESOLVED that pursuant to the provisions of Section 143(8) Executive Officer and Managing Director for FY 2019-20 as and other applicable provisions, if any, of the Companies Act, Minimum Remuneration as per the terms of his appointment, 2013 (‘the Act’) [including any statutory modification(s) or including in particular an amount of `11,82,38,352/- paid re-enactment(s) thereof for the time being in force] and the to him during FY 2019-20 being the amount in excess of the Companies (Audit and Auditors) Rules, 2014, as amended from limits prescribed under the provisions of Section 197 read with time to time, the Board of Directors (which term shall be deemed Schedule V of the Act in view of no profits for FY 2019-20 and to waive recovery of the above mentioned sum from him, to the to include any Committee of the Board constituted to exercise extent it exceeds the statutory limit laid down under the Act and its powers, including the powers conferred by this Resolution) also approve the consequential retention thereof by him. be and is hereby authorised to appoint Branch Auditor(s) of any Branch Office of the Company, whether existing or which may be RESOLVED FURTHER that the Board of Directors or a Committee opened/acquired hereafter, outside India, in consultation with thereof, be and is hereby, authorized to take such steps as may the Company’s Auditors, any persons, qualified to act as Branch be necessary - statutory, contractual or otherwise, in relation Auditors within the provisions of Section 143(8) of the Act and to to the above, to settle all matters arising out of and incidental fix their remuneration. thereto, to sign and execute deeds, applications, documents and writings that may be required, on behalf of the Company and RESOLVED FURTHER that the Board of Directors of the Company generally to do all such other acts, deeds, matters and things be and is hereby authorised to do all acts, matters, deeds and as may be necessary, proper, expedient or incidental for giving things and take all such steps as may be necessary, proper or effect to this Resolution.” expedient to give effect to this Resolution.” Integrated Report Statutory Reports > Notice Financial Statements 367 7. Ratification of Cost Auditor’s Remuneration RESOLVED FURTHER that the Board of Directors of the Company be and is hereby authorised to do all acts, matters, deeds and To consider and, if thought fit, to pass the following resolution as things and take all such steps as may be necessary, proper or an Ordinary Resolution: expedient to give effect to this Resolution.” “RESOLVED that pursuant to the provisions of Section 148(3) By Order of the Board of Directors and other applicable provisions, if any, of the Companies Act, 2013 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and the Companies (Audit HOSHANG K SETHNA and Auditors) Rules, 2014, as amended from time to time, the Company Secretary Company hereby ratifies the remuneration of `5,00,000/- Mumbai, July 31, 2020 FCS No: 3507 (Rupees Five Lakhs Only) plus applicable taxes, travel and Registered Office: out-of-pocket expenses incurred in connection with the audit, Bombay House, 24, Homi Mody Street, Mumbai 400 001 as approved by the Board of Directors, payable to M/s Mani & Tel: +91 22 6665 8282 Co., Cost Accountants (Firm Registration No. 000004) who Email: [email protected]; Website: www.tatamotors.com are appointed as Cost Auditors to conduct the audit of the cost CIN: L28920MH1945PLC004520 records maintained by the Company for the financial year ending March 31, 2021. NOTES: 4. PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED 1. In view of the COVID-19 pandemic, the Ministry of Corporate TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER Affairs (‘MCA’) has vide its General Circular No. 20/2020 dated BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE May 5, 2020 in relation to ‘Clarification on holding of annual COMPANY. SINCE THIS AGM IS BEING HELD PURSUANT general meeting (‘AGM’) through video conferencing (‘VC’) or TO THE MCA CIRCULARS THROUGH VC/OAVM, THE other audio visual means (‘OAVM') read with General Circular No. REQUIREMENT OF PHYSICAL ATTENDANCE OF MEMBERS 14/2020 dated April 8, 2020 and General Circular No. 17/2020 HAS BEEN DISPENSED WITH. ACCORDINGLY, IN TERMS dated April 13, 2020 in relation to ‘Clarification on passing OF THE MCA CIRCULARS AND THE SEBI CIRCULAR, of ordinary and special resolutions by companies under the THE FACILITY FOR APPOINTMENT OF PROXIES BY THE Companies Act, 2013 and the rules made thereunder on account MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM AND of the threat posed by Covid-19’ (collectively referred to as ‘MCA HENCE THE PROXY FORM, ATTENDANCE SLIP AND ROUTE Circulars’) and the Securities and Exchange Board of India (‘SEBI’) MAP OF AGM ARE NOT ANNEXED TO THIS NOTICE. vide its circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 in relation to ‘Additional relaxation in relation to 5. Institutional Investors, who are members of the Company, are compliance with certain provisions of SEBI (Listing Obligations encouraged to attend and vote at the 75th AGM through VC/ and Disclosure Requirements) Regulations 2015 – Covid-19 OAVM facility. Corporate members intending to appoint their pandemic’ (‘SEBI Circular’) permitted the holding of the Annual authorized representatives pursuant to Sections 112 and 113 General Meeting (‘AGM’/‘the Meeting’) through VC/OAVM, of the Act, as the case maybe, to attend the AGM through VC/ without the physical presence of the members at a common OAVM or to vote through remote e-voting are requested to venue. In compliance with the provisions of the Companies Act, send a certified copy of the Board Resolution to the Scrutinizer 2013 (the ‘Act’), the SEBI (Listing Obligations and Disclosure by e-mail at [email protected] with a copy marked to Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) [email protected]. and MCA Circulars, the 75th AGM of the Company is being held 6.