100th Annual Report 2006-2007 - Tata Steel

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Hundredth annual report 2006-07 Corporate Governance Report for the year 2006-07 (as required under Clause 49 of the Listing Agreements entered into with the Stock Exchanges) 1. The Company’s Corporate Governance Philosophy The Company has set itself the objective of expanding its capacities and becoming globally competitive in its business. As a part of its future growth strategy, the Company believes in adopting the ‘best practices’ that are followed in various geographies, in the area of Corporate Governance. The Company emphasises the need for full transparency and accountability in all its transactions, in order to protect the interests of its stakeholders. The Board considers itself as a Trustee of its Shareholders and acknowledges its responsibilities towards them for creation and safeguarding Shareholders’ Wealth. During the year under review, the Board continued its pursuit of achieving these objectives through the adoption and monitoring of corporate strategies, prudent business plans, monitoring of major risks of the Company’s business and ensuring that the Company pursues policies and procedures to satisfy its legal and ethical responsibilities. 2. Board of Directors The Company has a non-executive Chairman and the number of Independent Directors is more than one-third of the total number of Directors. The number of Non-Executive Directors (NEDs) is more than 50% of the total number of Directors. None of the Directors on the Board is a Member on more than 10 Committees and Chairman of more than 5 Committees (as specified in Clause 49), across all the companies in which he is a Director. The necessary disclosures regarding Committee positions have been made by the Directors. The names and categories of the Directors on the Board, their attendance at Board Meetings during the year and at the last Annual General Meeting, as also the number of Directorships and Committee Memberships held by them in other companies are given below: Name Category No. of Whether No. of No. of Committee Board attended Directorships positions held Meetings AGM held in other in other attended on 5th public companies public companies** during July, 2006 as on 31.3.2007 as on 31.3.2007 2006-07 Chairman Member Chairman Member Mr. R. N. Tata (Chairman) Professional 11 Yes 11 2 — — Not Independent Non-Executive Mr. Nusli N. Wadia Independent Non-Executive 7 No 5 4 — — Mr. S. M. Palia -do- 10 Yes — 8 3 2 Mr. P. K. Kaul -do- 1 No NA NA NA NA Financial Institutions’ Nominee* (Expired on 28th February, 2007) Mr. Suresh Krishna -do- 6 No 5 2 2 2 Mr. Kumar Mangalam Birla -do- — No NA NA NA NA (Ceased to be a Director w.e.f. 14.08.2006) 166
Name Category No. of Whether No. of No. of Committee Board attended Directorships positions held Meetings AGM held in other in other attended on 5th public companies public companies** during July, 2006 as on 31.3.2007 as on 31.3.2007 2006-07 Chairman Member Chairman Member Mr. Ishaat Hussain Professional 11 Yes 2 10 3 5 Not Independent Non-Executive Dr. J. J. Irani -do- 9 Yes 4 6 — 2 Mr. Subodh Bhargava Independent (Appointed a Director Non-Executive 3 No 2 10 3 6 w.e.f. 29.05.2006) Mr. B. Muthuraman Not Independent Managing Director Executive 11 Yes 4 3 — 1 Dr. T. Mukherjee -do- 11 Yes 3 3 — 1 Dy. Managing Director (Steel) Mr. A. N. Singh -do- 11 Yes 2 — 1 — Dy. Managing Director (Corporate Services) * Appointed by IDBI as the lead institution. ** Represents Chairmanships/Memberships of Audit Committee and Shareholders’/ Investors’ Grievance Committee. Eleven Board Meetings were held during the year 2006-07 and the gap between two meetings did not exceed four months. The dates on which the Board Meetings were held were as follows : 18th May 2006, 13th June 2006, 5th July 2006, 21st July 2006, 31st August 2006, 12th October 2006, 20th October 2006, 30th October 2006, 23rd November 2006, 30th January 2007 and 22nd March 2007. Dates for the Board Meetings in the ensuing year are decided well in advance and communicated to the Directors. Board Meetings are held at the Registered Office of the Company. The Agenda along with the explanatory notes are sent in advance to the Directors. Additional meetings of the Board are held when deemed necessary by the Board. The information as required under Annexure IA to Clause 49 is being made available to the Board. The Board periodically reviews compliance reports of all laws applicable to the Company. Steps are taken by the Company to rectify instances of non-compliance, if any. During 2006-07, the Company did not have any material pecuniary relationship or transactions with Non Executive Directors, other than Dr. J. J. Irani, to whom the Company paid retiring benefits aggregating to Rs. 31.20 lakhs. The Company, with the approval of the Department of Company Affairs has also paid Rs. 11.96 crores as transportation charges to M/s. Dimnar & Co., a firm, whose proprietor is related to Dr. J. J. Irani. The Company has adopted the Tata Code of Conduct for Executive Directors, Senior Management Personnel and other Executives of the Company. The Company has received confirmations from the Executive Directors as well as Senior Management Personnel regarding compliance of the Code during the year under review. It has also adopted the Tata Code of Conduct for Non-Executive Directors of the Company. The Company has received confirmations from the Non-Executive Directors regarding compliance of the Code for the year under review. Both the Codes are posted on the website of the Company. 167
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A Century of Trust 100th Annual Rep
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Tata Steel is Asia’s first and In
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Redefining steel with world-class p
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in a manner that ring-fences the Co
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Board of Directors Mr. R. N. Tata C
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The state-of-the-art Hot Strip Mill
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Distribution of Revenue 2006 - 2007
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1907-2007 JRD Tata with Pandit Jawa
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1907-2007 Tata Steel’s state-of-t
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This photograph taken by a Tata Ste
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Profit Sharing Bonus was granted fo
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A modern swimming pool at the G Tow
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steeljunction in Kolkata - India’
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Tata Steel has introduced high-end
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Tata Structura is a new-age constru
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Shareholder interaction at an Annua
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Within three weeks of the announcem
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It was 1956. The company was faced
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Community and environment : Improvi
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A Critical Care Unit, in the 850-be
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The Tata Steel Family Initiatives F
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The Tata Steel works, mines, collie
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An aerial view of the planned indus
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The Cold Rolling Complex at Jamshed
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1933 Two new roughing and finishing
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From the early days, the Tata Steel
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Production Highlights • The best
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Aspire with T3 With the objective o
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Operational Highlights NSA increase
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was above the average total score o
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Blast furnaces at Corus’ integrat
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Corus produces strong, light steel
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Corus is British Triathlon’s main
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Review of Corporate Sustainability
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TSRDS focused on popularising repro
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Centenary Year The founder, Jamsetj
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esulting in a reduction in consumpt
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convertible preference shares and a
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expansion of crude steel making cap
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The bulk cargo berths are being des
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Corporate Governance Pursuant to Cl
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Annexure 'A' to Directors’ Report
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Form - B Form for disclosure of par
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6 am 2 pm 12 noon 10 am 8 am 8 pm 6
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Particulars of technology imported
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Management Discussion and Analysis
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of 8%. In 2006, China produced 422.
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The Company plans to achieve these
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I. Strategic Rationale for acquisit
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Steelium (India’s first branded c
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The “G” Blast Furnace in Jamshe
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Sales of manganese ore in the domes
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d) Payments and Provisions to Emplo
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m) Stores and Spare Parts and Stock
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The Company generated EVA of Rs. 2,
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Business and Operational Risk The m
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• Raising cost efficient funds fo
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Highlights 2006-07 2005-06 Rupees R
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Page 119 and 120: (b) In our opinion and having regar
Page 121 and 122: (xii) In our opinion and according
Page 123 and 124: Profit and Loss Account for the yea
Page 125 and 126: Cash Flow Statement for the year en
Page 127 and 128: Schedule forming part of the profit
Page 129 and 130: Schedule forming part of the balanc
Page 141 and 142: Schedules forming part of the balan
Page 143 and 144: SCHEDULE M : NOTES ON BALANCE SHEET
Page 163 and 164: Balance Sheet Abstract and Company'
Page 165 and 166: CAPITAL ACCOUNTS Financial Statisti
Page 167: Financial Ratios 2006-07 2005-06 20
Page 171 and 172: the Tata Code of Conduct, which req
Page 173 and 174: Shareholding of the Directors in th
Page 175 and 176: Committees In addition to the above
Page 177 and 178: employees to report concerns about
Page 179 and 180: Market Information Market Price Dat
Page 181 and 182: Distribution of Shareholding Number
Page 183 and 184: Address for Correspondence : Tata S
Page 185 and 186: Certificate To the Members of TATA
Page 187 and 188: Statement pursuant to Section 212(8
Page 189 and 190: 4. Subject to the matters referred
Page 191 and 192: Consolidated Profit and Loss Accoun
Page 193 and 194: Consolidated Cash Flow Statement fo
Page 195 and 196: Schedule forming part of the Consol
Page 197 and 198: Schedules forming part of the Conso
Page 203 and 204: SCHEDULE N : NOTES TO THE CONSOLIDA
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The Dimna reservoir near Jamshedpur
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100th Annual Report 2006-2007 - Tata Steel

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