TO
THE MEMBERS,
The Directors present their Eighty Fifth Annual Report with the Audited Financial
Statements for the year ended 31st March, 2022.
1. FINANCIAL RESULTS (under Ind AS) :
|
Standalone |
Consolidated |
|
FY 2021-22 |
FY 2020-21 |
FY 2021-22 |
FY 2020-21 |
|
(Rs. in crore) |
(Rs. in crore) |
(Rs. in crore) |
(Rs. in crore) |
Dividend, Interest, Net gain on Fair Value changes & Others |
253.38 |
140.06 |
253.85 |
163.14 |
Other Income |
0.14 |
0.10 |
0.15 |
0.12 |
Total Income |
253.52 |
140.16 |
254.00 |
163.27 |
Total Expenses |
25.43 |
20.15 |
25.94 |
20.57 |
Share in Profit and Loss of Associates |
- |
- |
17.86 |
24.71 |
Profit before tax |
228.09 |
120.01 |
245.92 |
167.40 |
Less: Provision for tax |
26.73 |
11.18 |
31.46 |
12.78 |
Profit after tax |
201.36 |
108.83 |
214.46 |
154.62 |
Non Controlling Interest |
- |
- |
(0.22) |
(0.64) |
Profit attributable to equity holder of the Company |
201.36 |
108.83 |
214.24 |
153.99 |
Earnings Per Share Basic and Diluted (Rs.) |
39.80 |
21.51 |
42.34 |
30.44 |
Opening balance of retained earnings |
983.45 |
777.43 |
1,111.19 |
865.48 |
Profits for the year |
201.36 |
108.83 |
214.24 |
153.99 |
Other Comprehensive Income |
(0.57) |
0.31 |
(0.57) |
0.31 |
Realised gains on equity shares carried at fair value through OCI |
430.61 |
209.72 |
430.61 |
209.70 |
The Directors have made the following appropriations- |
|
|
|
|
- Dividend (including tax on dividend) (Refer Para 3)* |
121.43 |
91.07 |
121.43 |
91.07 |
- Transfer to Statutory Reserve Reserves |
40.27 |
21.77 |
42.14 |
27.06 |
Closing balance of retained earnings |
1,453.15 |
983.45 |
1,592.12 |
1,111.19 |
* Pertaining to dividend for the Financial Year 2020-21, paid in 2021-22.
2. OPERATIONS :
The Standalone Operating Income of the Company is derived from a mix of dividend,
interest income, income from derivatives and other income. The profit from the sale of
long-term equity investments (post tax) for the year ended 31st March, 2022 is Rs.430.61
crore as compared to Rs.209.72 crore for the FY 2020-21 which have been carried at Fair
Value through Other Comprehensive Income. The standalone profit before tax for the year
under review is Rs.228.09 crore as against Rs.120.01 crore for the FY 2020-21, whereas the
profit after tax for the year under review stands at Rs.201.36 crore as against Rs.108.83
crore for the FY 2020-21. The Consolidated profit after tax for the year amounted to
Rs.214.46 crore as compared to Rs.154.62 crore for the FY 2020-21.
The total number of companies whose issuances, equity or debt in which your Company has
invested stands at 87 as on 31st March, 2022, out of which 73 are Quoted and 14 are
Unquoted companies.
3. DIVIDEND :
The Directors are pleased to recommend a dividend of Rs.55 per share (550%) [previous
year Rs.24 per share (240%)] on the paid-up capital of Rs.50.59 crore aggregating
Rs.278.27 crore based on the parameters laid down in the Dividend Distribution Policy.
Pursuant to Finance Act, 2020, dividend income will be taxable in the hands of
shareholders w.e.f. 1st April, 2020 and the Company is required to deduct tax at source
from dividend paid to shareholders at the prescribed rates in the Income Tax Act, 1961.
4. TRANSFER TO RESERVES :
The closing balance of the retained earnings of the Company for FY 2021-22, after all
appropriation and adjustments, was Rs.1,453.15 crore (as on 31st March, 2021 Rs.983.45
crore).
5. VALUE CREATED :
"Value Created" is a measure which evaluates the wealth created net of the
capital invested by the shareholders. We evaluate your Company's growth a 15-year rolling
basis computing "Value Created" by reducing the Shareholders Funds from the
aggregate of the Realizable Value of Investments and Net Current/Fixed Assets. The
following table compares the Value Created vis-a-vis the Benchmark 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) |
|
2007 |
2,210.00 |
(32.23) |
91.80 |
2,085.97 |
1,557 |
2022 |
20,780.28 |
34.37 |
355.62 |
20,459.03 |
7,540 |
|
|
|
Nos of times Growth (X) |
9.81 |
4.84 |
|
|
|
CAGR |
16.44% |
11.08% |
Shareholders will be pleased to note that the "Value Created" has recorded a
compounded annual growth rate (CAGR) of 16.44% vis-a-vis BSE 200 of 11.08% over the period
31st March, 2007 to 31st March, 2022. It is heartening that this performance has been
achieved with a prudent allocation in unlisted equity and fixed income securities which
reduces the volatility risk of the portfolio. Further, the Company has distributed
Rs.1,503.32 crore over the 15 year period as dividends to its shareholders and returned
capital vide a buyback of Rs.450 crore in the financial year 2019. The aggregate of the
dividends distributed and the value of the Buyback, if included in the amount of Value
Created, the resultant CAGR would stand enhanced approximately to 17.16 %.
6. MANAGEMENT DISCUSSION & ANALYSIS :
A summarised position of the Company's portfolio of investments is given below:-
|
As on 31.03.2022 |
As on 31.03.2021 |
|
(Rs. in crore) |
(Rs. in crore) |
QUOTED INVESTMENTS |
|
|
Net Book value |
2,493.31 |
1,925.85 |
Market value |
19,541.76 |
13,739.23 |
UNQUOTED INVESTMENTS |
|
|
Net Book value (including Mutual Funds) |
553.72 |
621.53 |
Estimated value |
1,238.52 |
966.56 |
TOTAL BOOK VALUE |
|
|
Net Book value of all investments |
3,047.03 |
2,547.38 |
TOTAL MARKET VALUE |
|
|
Total market value of quoted investments and estimated value of unquoted investments
(subject to tax as applicable) |
20,780.28 |
14,705.79 |
BANK DEPOSITS AND INTERCORPORATE DEPOSITS |
- |
25.40 |
TOTAL NUMBER OF INVESTEE COMPANIES |
87 |
70 |
TOTAL EQUITY PER SHARE |
|
|
After tax (') |
3,861 |
2,789 |
The Directors confirm that investments have been made with the intent to hold for long
term appreciation and are not held for trade. The Company aims to remain invested in
leaders in sectors, which we believe have potential to remain value accretive over the
medium and long term. The Company continues to invest for the long term while availing
opportunities to realize gains to augment the operating income for dividend distribution.
The Company invests in Tata and Non-Tata companies, both listed and unlisted, though
investments in Tata companies constitute a larger portion and may be considered for a
longer term and are strategic in nature.
The Company endeavours to evaluate opportunities and invest considering the macro
economic conditions both globally and domestically.
Global Markets and Macro- Economic Situation :
The world today is overwhelmed with supply side disruptions in food grain supplies,
basic metals and commodities resulting in inflation not experienced by the world for more
than two decades.
In the east, China has chosen to continue with its Zero covid policy resulting in
shutting down ports, cities and production facilities wherever the threat of Covid has
raised its ugly head. Reports as late as March 2022 state that there are ships waiting to
dock in Shenzhen which handles about a quarter of all U.S. bound Chinese manufactured
exports.
In Europe, the war has disrupted oil, gas and agricultural supplies including staple
products used by households namely, palm oil and sunflower oil - indispensable in many
households and used in the food services industry. Record-high food inflation is
tightening its grip on the global economy, most critically in developing nations where
financial distress is also contributing to increased political instability.
Global bond yields have jumped on structured concerns indicating an end to the
pandemic-era ultra-loose monetary policies and resultantly several EM central banks are
raising rates to counter high inflation in their countries. Further, it is believed that
even if inflation were to decline from current levels, as forecasted by many research
firms, and settle at long-term average rates over the next few quarters, reports suggest
that central banks would still have to raise rates significantly to align rates with
long-term inflation.
As can be seen in the graph above the US Fund rate was as high as 5% in 2005-06 when
inflation was only around 3%. The last 12-13 years post the financial crisis in the, US
the US Fed had kept the Funds rate below inflation in an endeavour to boost growth while
target inflation rate of 2% in the United States, which has suddenly been surpassed and
seems will now remain way above 2% for quite some time. This sharp upward move of
inflation has compelled the Fed to increase the Fund rate. The Balance - a US Based
Research Firm estimates indicate a gradual fall in inflation over the next two years
albeit led by a sharper up move in the US Fed rate going forward.
At this point of time it seems that the markets maybe negatively impacted atleast for
the first half of the financial year impacted by the fears of structural inflation and
geo-political uncertainty.
Indian Economy and Corporate Earnings
The Indian economy for the quarter ended March 2022 showed tremendous resilience to the
global macro disruption.
The Centre's gross tax revenue for FY22 exceeded the budget estimate by almost Rs.5
lakh crore, adding up to Rs.27.07 lakh crore for the year against an estimated Rs.22.17
lakh crore.
The sharp rise in the collections lifted the tax-GDP ratio to the highest ever 11.7% -
6.1% for direct taxes and 5.6% for indirect taxes. The gross corporate taxes for FY22 were
Rs.8.6 lakh crore, up 56% from a year ago while personal income taxes rose slightly less
by 43% to Rs.7.48 lakh crore.
The value of goods exported from India witnessed 40 per cent growth during the
financial year 2021-22, hitting a record $417.8 billion, surpassing the target set by the
government by almost 5 per cent. India exported $250 billion worth of services in 2021-22,
aggregating the total exports go goods and services from India at almost $670 billion in
2021-22.
On the other hand, merchandise imports increased significantly to $615-617 billion,
respectively. As a result, the merchandise trade deficit is projected to nearly double to
around $194-196 billion in FY22 from $102.2 billion in FY21. The services trade surplus is
likely to rise by around 18% to $106-108 billion in FY22, which has helped contain the
Current account deficit.
It is heartening to note India Inc. has taken a big leap towards repairing their
balance sheets with debt-to-equity ratio dropping to the lowest level six years at 0.59 in
2020-21 and which is expected to improve further in FY 21-22 as will be reflected once the
annual reports are available to analysts. Thus, while the macro environment could impact
earnings the overall health of the corporate sector remains strong in this uncertain macro
environment.
Inflation remains the biggest concern both due to its impact on demand and due to its
impact on margins and profitability. Supply concerns and surge in input costs can force
India Inc's hand on prices, which would impact affordability and therefore demand which
would not be ideal as private consumption accounts for around 60% of the gross domestic
product.
While headline inflation stands at a 17-month high of 6.95%, the food price inflation
in rural areas has more than doubled, from 3.94% in March 2021 to 8.04% in March 2022.
Another area of concern which India Inc has been highlighting is a rural slowdown in
the rural economy. Corporates expect rural demand to remain soft as higher prices have
altered consumer spending and preferences. FMCG companies say that inflationary pressures
have disrupted demand in both rural and urban areas, with rural demand being significantly
weak.
Demand trends in the automobile sector too highlight weakness in rural demand. Though
auto retails in India in FY22 rose 7% year-on-year, the two-wheeler segment, an important
indicator of the rural economy's health, as nearly half of all two-wheelers are sold in
rural areas, showed the lowest growth in FY22.
A silver lining may emerge from IMD's recent forecast of a normal southwest monsoon
which could help boost food grain output. The disruption of global food supply chains,
resulting in higher agricultural commodity prices has resulted in opening up the potential
for exports, could lift rural income. The rural economy contributes nearly half the
nation's overall GDP and employs 350 million people (68% of the total workforce), as per
Bain & Company. Agriculture is the largest sub-sector in the rural economy,
contributing approximately 37% of total rural GDP.
Thus, the equity markets which recorded an unprecedented appreciation over the last 18
months may not be as buoyant in the next fiscal. Your company recorded an appreciation in
its NAV of 38% in Fy2122 and realized gains of Rs.430.61 crore on equity investments
(post-tax) taking advantage of the buoyant markets. Going forward the performance will be
dependent on how global factors, the economy and corporate earnings shape up over the
second half of the year.
Your Company will continue to look for opportunities to invest in companies which have
consistent growth prospects with high quality earnings. In new age companies where
valuations are a concern and whose earnings will fructify at a _ later stage in their
development, the Company has made a small allocation of capital.
The Company will continue to allocate its capital between listed equity, fixed income
and unlisted equity. Management will evaluate and select investments based on high quality
governance, long term sustainability and strength of the investee company's balance
sheets.
7. FIXED DEPOSITS :
The Company has not accepted any public deposits under the provisions of the Companies
Act, 2013 ('Act').
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :
The provisions of section 186 of the Act pertaining to investment, guarantee and
lending activities are not applicable to the Company since the Company is a Non Banking
Financial Company ("NBFC") whose principal business is acquisition of
securities.
9. CONSOLIDATED FINANCIAL STATEMENTS :
The Consolidated Financial Statements of the Company form part of the Annual Report.
The annual accounts of the subsidiary company and related detailed information are
available on the website of the Company and the same may be obtained by writing to the
Company Secretary at the Registered e-mail ID of the Company: ticl@tata.com.
The consolidated financial results reflect the operations of Simto Investment Company
Ltd. ("Simto") (Subsidiary), and the following Associate Companies namely Tata
Asset Management Private Ltd., Tata Trustee Private Company Ltd. and Amalgamated
Plantations Private Ltd.
The Company has adopted a Policy for determining Material Subsidiaries in terms of
Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations''). The Policy, as approved 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 Investment Company Ltd (Simto) which is registered
as an NBFC with the Reserve Bank of India. In terms of Regulation 16 (1) (c) of the SEBI
Listing Regulations, Simto is a material unlisted subsidiary. Simto is engaged in
investment activities which allocates capital in the markets to participate in activities
other than making investments for the long term which has been the primary activity of the
Company for many decades. Simto has an Issued Capital of Rs.1.53 crore with a net worth of
Rs.86.67 crore as on 31st March, 2022. The fair value of asset size of the company has
decreased to Rs.86.99 crore as against Rs.93.30 crore as on 31st March, 2021.
Associate Companies
1. Tata Asset Management Private Ltd.
The Company holds 32.09% of the equity share capital of Tata Asset Management Private
Ltd. (formerly known as Tata Asset Management Ltd) whose principal activity is to act as
an investment manager to Tata Mutual fund and the company is registered with Securities
Exchange Board of India ("SEBI") under the SEBI (Mutual Fund) Regulations 1996
and has a track record of 25 years in investment management. The Assets Under Management
(AUM) of the Company as on 31st March, 2022 is approx Rs.86,800 crore. The consolidated
turnover of the company during the year was Rs.347.07 crore (previous year Rs.284.77
crore) and Profit after tax for the year was Rs.104.42 crore (previous year Rs.86.27
crore). The company has a net worth of Rs.410.41 crore as on 31st March 2022 (previous
year Rs.348.27 crore).
2. Tata Trustee Company Private Ltd.
The Company holds 50% of the equity share capital of Tata Trustee Company Private Ltd.
which is acting as the Trustees to Tata Mutual Fund. During the year, the turnover of the
company was Rs.2.86 crore (previous year Rs.3.59 crore) and Profit after tax for the year
was Rs.0.74 crore (previous year Rs.1.18 crore). The Company has a net worth of Rs.10.18
crore (previous year Rs.10.16 crore) as on 31st March, 2022.
3. Amalgamated Plantations Private Ltd.
The Company holds 24.61% of the equity share capital of Amalgamated Plantations Private
Ltd ("APPL") which is engaged in the business of cultivation and manufacturing
of tea and other allied agricultural products and packaging services. The turnover of APPL
during the year was Rs.859.61 crore (previous year Rs.829.94 crore) and registered a loss
of Rs.65.10 crore (previous year loss Rs.14.50 crore) during the financial year 2021-22.
A statement containing the salient features of the financial statements of the
subsidiary company and associate companies is annexed to the Financial Statements in Form
AOC-1 "Annexure A"
10. BOARD AND COMMITTEE MEETINGS :
During the year under review, Five Board Meetings were held. The details of the
composition of the Board and its Committees and of the Meetings held and attendance of the
Directors at such Meetings are provided in the Corporate Governance Report. There have not
been any instances during the year when recommendations of the Audit Committee were not
accepted by the Board.
11. DIRECTORS' RESPONSIBILITY STATEMENT :
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors including audit of internal financial controls over financial
reporting by the statutory auditors and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee, the Board is of the opinion that
the Company's internal financial controls were adequate and effective during the financial
year 2021-22.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability, confirm that: -
i) in the preparation of the annual accounts, the applicable accounting standards have
been followed and that there are no material departures;
ii) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent, so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for that period;
iii) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
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 by the Company and
that such internal financial controls are adequate and are operating effectively;
vi) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
12. RISK MANAGEMENT :
The Company has adopted a Risk Management Policy in accordance with the provisions of
the Act and Regulation 17(9) of the SEBI Listing Regulations. It establishes various
levels of risks with its varying levels of probability, the likely impact on the business
and its mitigation measures.
The Internal Auditor evaluates the execution of Risk Management Practices in the
Company, in the areas of risk identification, assessment, monitoring, mitigation and
reporting. Asset Liability Risk Management and IT Strategy and Steering Committee oversees
the Risk Management and reports to the Audit Committee as well as the Board of Directors
about risk assessment and management procedures and status from time to time.
13. INTERNAL CONTROL SYSTEMS :
The Company maintains appropriate systems of internal controls, including monitoring
procedures, to ensure that all assets and investments are safeguarded against loss from
unauthorized use or disposition. Company policies, guidelines and procedures provide for
adequate checks and balances and are meant to ensure that all transactions are authorized,
recorded and reported correctly.
The Internal Auditors reviews the efficiency and effectiveness of these systems and
procedures. Added objectives include evaluating the reliability of financial and
operational information and ensuring compliances with applicable laws and regulations. The
Internal Auditors submit their Report periodically which is placed before and reviewed by
the Audit Committee.
14. VIGIL MECHANISM/WHISTLE BLOWER POLICY :
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy
provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provide for direct access to the Chairman of the Audit Committee. It is
affirmed that no personnel of the Company has been denied access to the Audit Committee
Chairman.
15. RELATED PARTY TRANSACTIONS :
All Related Party Transactions that were entered into during the financial year were on
an arm's length basis, in the ordinary course of business and were in compliance with the
applicable provisions of the Act and the Listing Regulations. There were no materially
significant Related Party Transactions made by the Company with Promoters, Directors, Key
Managerial Personnel which may have a potential conflict with the interest of the Company
at large.
All Related Party Transactions are placed before the Audit Committee for approval.
Prior omnibus approval of the Audit Committee is obtained for the transactions which are
repetitive in nature. A statement of all Related Party Transactions is placed before the
Audit Committee for its review on a quarterly basis, specifying the nature, value and
terms and conditions of the transactions, if any.
The Company has adopted a Related Party Transactions Policy. The Policy, 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, were at arm's length
and in the ordinary course of business and the Company did not enter into any material
transaction with any related party and accordingly, Company does not have anything 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 24 are provided in
the accompanying financial statements.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR) :
In terms of section 135 and Schedule VII of the Act, the Board of Directors has
constituted a CSR Committee under the Chairmanship of Mr. FN. Subedar. Mr. A.N. Dalal, Mr.
Suprakash Mukhopadhyay and Mr. V. Chandrasekaran are the other members of the Committee.
The CSR committee of the Board has framed a CSR policy and uploaded it on the website
of the Company https:// tatainvestment.com/wp-content/uploads/2022/03/TICL-CSR-Policy.pdf
The Annual Report on CSR activities is annexed herewith as "Annexure B".
17. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE
:
The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual
Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the Rules thereunder.
The Policy aims to provide protection to employees at the work place and prevent and
redress complaints of sexual harassment and for matters connected or incidental thereto,
with the objective of providing a safe working environment, where employees feel secure.
The Company has also constituted an Internal Complaints Committee, known as the Prevention
of Sexual Harassment ("POSH") Committee, to inquire into complaints of sexual
harassment and recommend appropriate action.
The Company had no complaints of sexual harassment at the beginning of the year and has
not received any complaints during the financial year. Accordingly, there are no
complaints pending at the end of the financial year 2021-2022.
18. DIVIDEND DISTRIBUTION POLICY:
In term of Regulations 43A of SEBI Listing Regulations, the Board of Directors of the
Company has adopted a Dividend Distribution Policy which can be accessed on 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 future operations.
20. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Pursuant to the provisions of the Act and the Company's Articles of Association, Mr.
Noel N. Tata (DIN 00024713), retires by rotation and, being eligible, offers himself for
re-appointment. A resolution seeking shareholder approval for his reappointment forms part
of the Notice.
During the year under review, Ms. Vedika Bhandarkar (DIN 00033808) ceased to be the
Director of the Company w.e.f 15th March, 2022. The Board of Directors places on record
its appreciation of her valuable support and guidance to the Board during her tenure.
During the year under review, the Company appointed Mrs. Farida Khambata (DIN:
06954123) as an Independent Director w.e.f. 19th January, 2022, upto 11th December, 2024.
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have
submitted declarations that each of them meet the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of
the SEBI Listing Regulations. In terms of Regulation 25(8) of SEBI Listing Regulations
there has been no change in the circumstances affecting their status as Independent
Directors of the Company.
During the year under review, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees and
commission for the purpose of attending meetings of the Board/Committee of the Company.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company as on 31st March, 2022 are Mr. Amit N. Dalal, Executive Director and Mr. Manoj
Kumar CV, Chief Financial Officer and Company Secretary.
Details pertaining to Director seeking re-appointment together with other directorships
and committee membership have been given in the annexure to the Notice of the AGM in
accordance with the requirements of the SEBI Listing Regulations and Secretarial
Standard-2 on General Meetings.
21. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF
INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Act and Listing Regulations, the Board has carried
out an annual evaluation of its own performance, performance of the Directors individually
as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteria,
procedure and time schedule for the Performance Evaluation process for the Board, its
Committees and individual Directors, including the Chairman of the Company. The above
criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on 5th January, 2017.
For evaluating the Board as a whole, views were sought from the Directors on various
aspects of the Board's functioning such as degree of fulfilment of key responsibilities,
Board Structure and composition, establishment, delineation of responsibilities to various
committees, effectiveness of Board processes, information and functioning, Board culture
and dynamics, quality of relationship between the Board and the management.
Similarly, views from the Directors were also sought on performance of individual
Directors covering various aspects such as attendance and contribution at the
Board/Committee Meetings and guidance/support to the management outside Board/Committee
Meetings. In addition, the chairman was also evaluated on key aspects of his role,
including setting the strategic agenda of the Board, encouraging active engagement by all
Board members and promoting effective relationships and open communication, communicating
effectively with all stakeholders and motivating and providing guidance to the Executive
Director.
Areas on which the Committees of the Board were assessed included degree of fulfillment
of key responsibilities, adequacy of Committee composition, effectiveness of meetings,
Committee dynamics and quality of relationship of the Committee with the Board and the
Management.
The performance evaluation of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors who also reviewed the performance of the Board as
a whole. The Nomination and Remuneration Committee also reviewed the performance of the
Board, its Committees and of individual Directors.
22. REMUNERATION POLICY :
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report and can
be accessed at Company's website https://tatainvestment.com/wp-content/
uploads/2020/12/Remuneration_Policy.pdf
23. AUDITORS :
STATUTORY AUDITORS :
During the financial year under review, M/s. Kalyaniwalla & Mistry LLP, Chartered
Accountants ceased to be the Auditors of the Company pursuant to the RBI Guidelines for
Appointment of Statutory Auditors dated 27th April, 2021.
The Board of Directors places on record its appreciation for the services rendered by
M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants as the Statutory Auditors of the
Company.
The shareholders of the Company had approved the appointment of M/s. Suresh Surana
& Associates LLP, Chartered Accountants, (Firm Registration No. 121750W/W-100010), as
Statutory Auditors of the with effect from 10th November, 2021 till conclusion of the 85th
Annual General Meeting of the Company.
Subject to the approval of the Members, the Board of Directors of the Company has
recommended the re-appointment of M/s. Suresh Surana & Associates LLP, Chartered
Accountants as the Statutory Auditors of the Company pursuant to Section 139 of the Act,
from the conclusion of the 85th Annual General Meeting of the Company till the conclusion
of the 87th Annual General Meeting to be held in the year 2024. Members' attention is
drawn to a Resolution proposing the appointment of M/s. Suresh Surana & Associates
LLP, Chartered Accountants, as Statutory Auditors of the Company which is included at Item
No. 5 of the Notice convening the Annual General Meeting.
As per the provisions of Section 139 of the Act, they have given their consent for the
appointment and confirmed that the appointment, if made, would be in accordance with the
conditions as prescribed under the Act and applicable Rules and the RBI Guidelines.
The Audit Report of M/s. Suresh Surana & Associates, LLP on the Financial
Statements of the Company for the Financial Year 2021-22 is a part of the Annual Report.
The Report does not contain any qualification, reservation, adverse remark or disclaimer.
SECRETARIAL AUDITORS :
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Parikh
& Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the
Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure
C"
Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder, the
Board of Directors of Simto Investment Company Limited (Simto), material subsidiary of the
Company, had appointed M/s. Parikh & Associates, Practicing Company Secretaries to
undertake the Secretarial Audit of Simto for the year ended 31st March, 2022. The
Secretarial Audit Report of Simto is given as "Annexure D".
COST RECORDS AND COST AUDITORS :
The provisions of Cost Audit and Records as prescribed under Section 148 of the Act,
are not applicable to the Company.
24. SECRETARIAL STANDARDS OF ICSI :
The Company is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (SS - 1) and General Meetings (SS - 2) issued by the Institute of Company
Secretaries of India and approved by the Central Government.
25. CORPORATE GOVERNANCE :
The Annual Report contains a separate section on the Company's corporate governance
practices, together with a certificate from the Company's Auditors confirming compliance,
as per SEBI Listing Regulations.
26. BUSINESS RESPONSIBILITY REPORTING :
A separate section on Business Responsibility Report forms part of this Annual Report
as required under Regulation 34(2)(f ) of SEBI Listing Regulations is annexed herewith as
"Annexure E".
27. ANNUAL RETURN :
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on 31st March, 2022, is available on the Company's website: https://
tatainvestment.com/wp-content /uploads/2022/05/Form_MGT_7.pdf
28. REPORTING FRAUD :
During the year under review, the Statutory Auditor and Secretarial Auditor have not
reported any instances of frauds committed in the Company by its Officers or Employees, to
the Audit Committee under Section 143(12) of the Act details of which needs to be
mentioned in this Report.
29. CONSERVATION OF ENERGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :
Being an investment company and not involved in any industrial or manufacturing
activities, the Company's activities involve very low energy conservation and has no
particulars to report regarding conservation of energy and technology absorption. However,
efforts are made to further reduce energy conservation.
During the year, the Company's expenditure in foreign exchange is Rs.7.69 lacs and the
Company did not have any foreign exchange earnings during the year under review.
30. PARTICULARS OF EMPLOYEES AND REMUNERATION :
The information required under Section 197(12) of the Act read with Rule 5(1) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed
as "Annexure F".
The information required under section 197(12) of the Act read with Rules 5(2) and (3)
of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided in the Annexure forming part of the Report. In terms of the first proviso to
Section 136 of the Act, the Report and Accounts are being sent to the Shareholders
excluding the aforesaid Annexure. Any Shareholder interested in obtaining the same 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 any Director of the
Company.
31. ACKNOWLEDGEMENTS :
The Board wishes to place on record their sincere appreciation for the continued
support which the Company has received from all its stakeholders and above all, its
employees.
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On behalf of the Board of Directors, |
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NOEL N. TATA |
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CHAIRMAN |
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DIN: 00024713 |
Mumbai, 25th April, 2022 |
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Registered Office: |
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Tata Investment Corporation Limited |
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CIN L67200MH1937PLC002622 |
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Elphinstone Building |
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10 Veer Nariman Road |
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Mumbai 400 001 |
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Tel. No. 6665 8282, Fax No.6665 7917 |
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E-mail address: ticl@tata.com |
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Website: www.tatainvestment.com |
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