The provisions relating to duties & Responsibilities of Directors

(i) Chapter – XI – Appointment and Qualifications of Directors (Sections 149 to 172)

(ii) Chapter – XII – Meetings of Board and its powers (Sections 173 to 195).
(iii) Chapter – XIII – Appointment & Remuneration of Managerial Personnel (Sections 196 to 205).
What Is a Board of Directors?
A board of directors is a group of people who represent the interests of a company’s
shareholders. It also provides guidance & advice to an organization’s CEO & executive
team. Every public company must have a BODs. Some private companies & nonprofit
organizations also have a BODs.The board makes key decisions on issues such as mergers
& dividends, hires senior managers,& sets their pay. BOD candidates can be nominated by
the company’s nominations committee or by outsiders seeking change.

How a Board of Directors Works

The structure & powers of a board are determined by a company's articles of
incorporation & its corporate bylaws.Ideally, a board will include both management & non-
management personnel, each elected for a specific period. Many companies aim to have
board members’ terms begin & end at different times to avoid vacancies & the need to fill
multiple positions at once. Broadly speaking, it provides insight, advice, & leadership for
important objectives such as: Protecting the interests of shareholders, Managing risk,
Engaging with stakeholders
Dismissal: Directors may be removed in elections or otherwise in instances of fiduciary
duty violations. In addition, some corporate boards have fitness-to-serve rules that may lead
to the removal of a director if broken. For example, some rules are intended to prevent
abuse of board power, director conduct that indicates a conflict of interest, using insider
information for financial gain, selling one's votes for personal gain to outside interests, or
attempting to influence other directors' votes to benefit an outside business.

Tata Motors Limited was incorporated on 1–9-1945 as a public limited liability co. & the
Co. received a certificate of commencement of business on November 20, 1945. The name
of the Co. was changed to ‘Tata Engineering and Locomotive Company Limited’ on
24-9-1960. Thereafter, the name of this Co. was changed to ‘Tata Motors Limited’ on
29-7-2003. Tata Motors Limited's operating revenues range is Over INR 500 cr for the
financial year ending on 31 March, 2023. The co. operates it’s business globally through a
network of dedicated subsidiary & associate companies. As of March 31, 2023, Tata Motors’
operations include 90 consolidated subsidiaries, 2 joint operations, 4 joint ventures & 11
equity-accounted associates, including their subsidiaries, in which the company exercises
significant influence.The main operational hubs are the UK, South Korea, Thailand, South
Africa & Indonesia.Their vehicles are marketed in many countries around the world. The

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Company continues to explore every new technology that can decarbonise mobility with the
goal of achieving Net Zero emissions by 2045.
VISION OF TML:
The company's over 25,000 employees are guided by the vision to be ''best in the manner in
which we operate, best in the products we deliver, & best in our value system & ethics.’’
Tata Motors is guided by the Tata group’s legacy of transparent & ethical governance
practices. The foundation of the co.’s growth over the last several decades is a deep
understanding of economic stimuli & customer needs, & the ability to translate them into
customer-desired offerings. Tata Motors is among the selected companies in the world to
offer an extensive portfolio to its consumers. It was TM, which developed the first
indigenously developed Light Commercial Vehicle,India's first Sports Utility Vehicle &, in
1998, the Tata Indica, India's first fully indigenous passenger car. Within 2 years of launch,
Tata Indica became India's largest selling car in its segment. In 2005,Tata Motors created a
new segment by launching the Tata Ace, India's first indigenously developed mini-truck.In
passenger vehicles, the co. has a strong presence in the hatchback & the sedan segment,
going up to SUVs & MUVs.

BOARD OF DIRECTORS:
The BOD along with its Committees provides leadership & guidance to the Company’s
management & directs, supervises &controls the performance of the Company. The
composition of the Board of Directors is governed by the Companies Act 2013. The TML
Company is supported by their BOD that charts the strategic roadmap for the Company &
helps navigate business complexities & industry challenges. The company has 8 directors &
2 reported key management personnel.
The longest serving director currently on board is Chandrasekaran Natarajan who was
appointed on 17 January, 2017. Chandrasekaran Natarajan has been on the board for more
than 7 years. The most recently appointed director is Usha Sangwan, who was appointed on
15 May, 2023. Chandrasekaran Natarajan has the largest number of other directorships with
a seat at a total of 13 companies. In total, the company is connected to 38 other companies
through its directors.
TERMS & CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS
are subject to the extant provisions of the (i) applicable laws, including the Companies Act,
2013 (“Act”) & the Securities & Exchange Board of India (Listing Obligations &
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) & (ii) Articles of
Association of the Company.So broadly,
1. Appointment The appointment will commence from their effective date of appointment
for the period of 5 years or the Director attaining the age of 75 years, whichever is

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 earlier (“Term”). The Co. may disengage Independent Directors prior to completion of
the Term subject to compliance of relevant provisions of the Act.
2. As Independent Directors, they will not be liable to retire by rotation.

BOARD RESPONSIBILITY, ROLE & DUTIES :

They are particularly requested to provide guidance in their area of expertise.
They shall abide by the “Code For Independent Directors” as outlined in Schedule IV
to Sec 149(8) of the Act, & duties of directors as provided in the Act (including Sec
166) & the SEBI Listing Regulations.
The Board supervises & guides the Co. through the value creation process. The key
areas of focus include:
→ Overseeing, guiding, & making recommendations to streamline the performance
of the Co.
→ Assessing the progress of the Co. as per the laid our strategic roadmap.
→ Monitoring the duties delegated to Board Committees.
→ To safeguard strong adherence to governance principles & to control of the
Company’s activities.
→ To determine & monitor the risk management process for the Company.
→ Closely scrutinise the financial, non-financial & the ESG functioning of the Co.

BOARD COMMITTEES & THEIR RESPONSIBILITY:

To focus effectively on the issues & ensure expedient resolution of the diverse matters, the
Board has constituted a set of Committees with specific terms of reference/scope. The
Committees operate as empowered agents of the Board as per their Charter/ terms of
reference. They ask for the inputs & details required for their decisions, from the executive
management. Targets set by them as agreed with the management are reviewed periodically
& mid-course corrections are also carried out. The minutes of the meetings of all
Committees of the Board are placed before the Board for discussions/noting.
Audit Committee:The role of the Audit Committee flows from the Board of Directors
overview function on corporate governance, which holds the management accountable to
the Board and the Board in turn, accountable to the shareholders. It also Assesses the
financial statements, the adequacy of internal control systems within the Co.,& the internal
audit report. It ensures the transparent and independent participation of auditors.
Nomination & Remuneration Committee: makes suggestions to the Board. These include
making recommendations regarding the set-up, the composition of the Board & committees.
They also counsel on various policies &culture.
Stakeholders’ Relationship Committee: Evaluates the statutory compliances & services
concerning dividend payments, security holders, & performance of the Registrar & Transfer
Agents.
Corporate Social Responsibility Committee:Creates & suggests the CSR policy to the
Board. It supervises the activities, budget, & expenditure for CSR.
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Risk Management Committee: Supports the Board in directing the risk management
process, the controls & risk tolerance. It makes recommendations related to risk mitigation
and reviews the Company’s risk governance system.
Safety, Health & Sustainability Committee: It Reviews the Company’s execution on SHS
aspects. These include ESG &execution of the appropriate policies & approaches.
Technology Committee: As the name suggests, this committee Governs the technology
roadmap of the Company.

Disengagement :
They may resign from the directorship of the Co. by giving a notice in writing to the
Co. stating the reasons for resignation. The resignation shall take effect from the date
on which the notice is received by the Company or the date, if any, specified by them
in the notice, whichever is later. Their directorship on the Board of the Co. shall cease
in accordance with law. The Co. may disengage Independent Directors prior to
completion of Term (subject to compliance of relevant provisions of the Act) upon:
• Violation of any provision of the Tata Code of Conduct as applicable to NEDs, or
• Upon the director failing to meet the criteria for independence as envisaged in
Sec149(6) of the Act or the SEBI Listing Regulations.
Mr Guenter Butschek who had informed his desire to relocate to Germany at the end
of the contract for personal reasons, was stepped down from his role as CEO &
MD from June 30,2021. He has continued as a consultant to the company by the end
of last fiscal year.Pursuant to this, Mr Girish Wagh is being appointed as the
Executive Director to the Board of Tata Motors Ltd from July 1, 2021.

Case study on non-compliance of CSR provisions under the Companies Act 2013
Over the past decade, Indian corporate law has moved from a shareholder centric model to a more
stakeholder oriented model, culminating in the passage of the Companies Act, 2013.On April
1,2014, India became the first one in the world to legally mandate CSR.The emergence of CSR ,a
self-regulating business model that helps a Co. be socially accountable to itself, its stakeholders, &
the public, has encouraged companies to take the interests of all stakeholders into consideration.
During their decision-making processes, for eg., companies might consider their impact on the
environment instead of making choices based solely upon the interests of shareholders. Under CSR
governance, the general public is now considered an external stakeholder.
When a company's operations could increase environmental pollution or take away a green space
within a community, for eg, the public at large is affected. These decisions may increase shareholder
profits, but stakeholders could be impacted negatively. Therefore, CSR encourages corporations to
make choices that protect social welfare, often using methods that reach far beyond legal &
regulatory requirements.
The rules in sec135 of the Companies Act make it mandatory for companies of a certain turnover &
profitability to spend 2% of their average net profit for the past 3 years on CSR activities.
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Role and responsibilities of the board of directors relating to corporate social responsibility.
(a)Upon considering the recommendation made by the CSR Committee, the BODs need to approve
the CSR policy for the Co. & ensure only those activities must be undertaken which are within the
purview of the CSR policy.
(b)The BODs need to ensure that the Co. spends in every financial year, minimum 2% of the
average net profits made during 3 immediately financial years as per CSR policy.
(c)The report of the BODs in the annual report needs to disclosure the composition of the CSR
Committee, the contents of CSR policy.
(d) In case the CSR spending does not meet 2% as per CSR policy, the reasons for the unspent
amount & details of the transfer of unspent amount relating to an ongoing project to a specified
fund (transfer within a period of 6 months from the expiry of the financial year) also needs to be
disclosed in the board report.
Organizational restructuring of Tata Motors
In 2014, after Karl Slyma had committed suicide , Gunter Butshcek, a German nationality
was welcomed as the CEO of TATA Motors in India by Tata Sons chairman Cyrus Mistry.
On June 16, 2016, just after few months of taking the charge, Gunter Butschek made a
surprising announcement. The announcement was all about the preparation to introduce
transformatory changes in India's largest automobile manufacturer, Tata Motors.
He also stated that the organization would be realigning its verticals like the production
division, research & development, supply & human resources to increase the operational
efficiency & remove the bottlenecks. According to him, the major reason behind the change
was lack of coordination as the verticals were functioning independently & reporting to the
Managing director of Tata motors. These changes were considered as the '2019 plan' of the
CEO for putting the organization's business on the right track. The '2019 plan' was targeted
towards improvement of the market share in the commercial vehicle & passenger vehicle
segments & towards increasing the financial profitability of the organization.