100th Annual Report 2006-2007 - Tata Steel

Hundredth annual report 2006-07
In terms of the said Code, a Committee has been constituted on 30th May, 2002, called Ethics and Compliance
Committee.
The composition of the Ethics and Compliance Committee is given below :
Names of Members
Mr. Ishaat Hussain, Chairman
Mr. Suresh Krishna, Member
Category
Professional, Not Independent, Non-Executive
Independent, Non-Executive
The Board has also appointed the Vice President (Finance) as the Compliance Officer to ensure compliance
and effective implementation of the Regulations and also the Code across the Company.
No meeting of the Ethics and Compliance Committee was held during 2006-07.
During the year under review, the Compliance Officer submitted Monthly Committee Report of the Tata Code of
Conduct for Prevention of Insider Trading to the Board of Directors.
6. General Body Meetings
a) Location and time, where last three Annual General Meetings (AGMs) were held:
Financial Year Details of Location Date & Time
2005-06 Birla Matushri Sabhagar, 5th July, 2006 at 11.00 a.m.
2004-05 19, Sir Vithaldas Thackersey Marg, 27th July, 2005 at 3.30 p.m.
2003-04 Mumbai 400 020. 22nd July, 2004 at 3.30 p.m.
b) No Extra-Ordinary General Meeting of the shareholders was held during the year.
c) No Postal Ballot was conducted during the year. None of the resolutions proposed for the ensuing Annual
General Meeting need to be passed by Postal Ballot.
d) Special Resolutions passed in previous 3 Annual General Meetings :
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At the last Annual General Meeting held on 5th July, 2006, Special Resolutions were passed for a) Commission to
Directors other than the Managing and Whole-time Directors, b) Increase in the Authorised Share Capital,
c) Alteration of the Articles of Association of the Company and d) Raising additional long term funds. The resolutions
at items a), b) and c) were passed unanimously. The resolution at item d) was passed by requisite majority.
At the Annual General Meeting held on 27th July, 2005, Special Resolution was passed for the Change of Name
of the Company from “The Tata Iron and Steel Company Limited” to “Tata Steel Limited”. The resolution was
passed unanimously.
At the Annual General Meeting held on 22nd July, 2004, Special Resolutions were passed for a) increase in the
Authorised Share Capital b) Alteration of the Articles of Association of the Company c) Issue of Bonus Shares
d) Appointment of Auditors and e) Appointment of Branch Auditors. The resolutions at items a), b), c) were
passed unanimously and the resolutions at items d) and e) were passed by requisite majority.
7. Disclosures
i) The Board has received disclosures from key managerial personnel relating to material, financial and
commercial transactions where they and/or their relatives have personal interest.
There are no materially significant related party transactions which have potential conflict with the interest
of the Company at large.
ii) The Company has periodically disclosed to the Audit Committee the uses/applications of funds raised
during the year through preferential issue of shares and warrants to Tata Sons Ltd. The details of the
proceeds and utilisation of the same have been disclosed in the Notes to Accounts.
iii) The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory
authorities on all matters relating to capital markets during the last three years. No penalties or strictures
have been imposed on the Company by the Stock Exchange, SEBI or other statutory authorities relating to
the above.
iv) The Company has adopted a Whistle Blower Policy and has established the necessary mechanism in line
with clause 7 of the Annexure 1D to Clause 49 of the Listing Agreement with the Stock Exchanges, for