An Investors’ Grievance Committee was constituted on 23.3.2000 to specifically look into the redressal of Investors’ complaints like transfer of shares, non-receipt of balance sheet and non-receipt of declared dividend, etc. One meeting of the Investors’ Grievance Committee was held during the year 2003-04 on 22nd January 2004. The composition of the Investors’ Grievance Committee and details of the meetings attended by the Directors are given below:

No. of complaints received from Shareholders comprises of correspondence identified as investor complaints i.e. letters received through statutory/regulatory bodies and those related to loss of securities, Court/Consumer Forum matter, fraudulent and non receipt of dividend amounts (where reconciliation of the payment was in progress at the time of receipt of the letters).

In addition to the above Committees, the Board has constituted 3 more Committees, viz. Committee of the Board, Committee of Directors and the Ethics and Compliance Committee.

The terms of reference of the Committee of the Board (COB) are to approve capital expenditure schemes and donations within the stipulated limits and to recommend to the Board, capital budgets and other major capital schemes, to consider new businesses, acquisitions, divestments, changes in organizational structure and also to periodically review the Company’s business plans and future strategies. The composition of the COB details of the meetings attended by the Directors are given below.

Six COB Meetings were held during the year 2003-04. The dates on which the said meetings were held - 27th May 2003, 25th August 2003, 9th September 2003, 28th October 2003, 25th November 2003 and 20th January 2004.

The Committee of Directors has been constituted to approve of certain routine matters such as Opening and Closing of Bank Accounts of the Company, to grant limited Powers of Attorney to the Officers of the Company, to appoint proxies to attend general meetings on behalf of the Company etc. The Members of this Committee are – Mr. R N Tata, (Chairman), Mr. Ishaat Hussain and Dr. J J Irani. The business of the Committee is transacted by passing Circular Resolutions, which are placed before the Board at its next meeting.

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as amended (the Regulations), the Board of Directors of the Company adopted the Tata Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices (the Code) to be followed by Directors, Officers and other Employees. The Code is based on the principle that Directors, Officers and Employees of a Tata Company owe a fiduciary duty to, among others, the shareholders of the Company to place the interest of the shareholders above their own and conduct their personal securities transactions in a manner that does not create any conflict of interest situation. The Code also seeks to ensure timely and adequate disclosure of Price Sensitive Information to the investor community by the Company to enable them to take informed investment decisions with regard to the Company’s securities. In terms of the said Code, an Ethics & Compliance Committee has been constituted on 30th May 2002. One meeting of the Ethics and Compliance Committee were held during the year 2003-2004 on 22nd January 2004. The composition of the Ethics and Compliance Committee and the details of the meetings attended by the Directors are given below;

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.

a)    Location and time of last three Annual General Meetings (AGMs):

The last three AGMs were held on –23.07.03, 24.07.02 and 19.07.01

At Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai 400020, at 3.00 PM.

Where Special Resolutions

Disclosures

Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the Directors or the management, their subsidiaries or relatives etc., that may have potential conflict with the interests of the Company at large. The Board has received disclosures from Directors and 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. Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.