5. Shareholders' Committee

   An Investors' Grievance Committee was constituted on 23rd March, 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 on 11th July, 2012.

   The composition of the Investors' Grievance Committee and the details of the meeting attended by the Directors is given below:

Note:

The correspondence identified as investor complaints are letters received through Statutory/Regulatory bodies and those related to Court/Consumer forum matters, (where the Company/Registrars is involved and is accused of deficiency in service) fraudulent encashment, non-receipt of dividend/fractional warrants (received after one month from the date of payment and where reconciliation of the payment was in progress) and non-receipt of refund orders/allotment of shares pertaining to Rights issue/Follow-on Public Offer. The above figures are consolidated figures which includes complaints received by Link Intime India Pvt. Ltd. and TSR Darashaw Private Ltd.

Committees

In addition to the above Committees, the Board has constituted 6 more Committees, viz. Executive Committee of the Board, the Nomination Committee, the Ethics and Compliance Committee, the Safety, Health and Environment Committee, the Committee of Investments and Projects and Committee of Directors.

The terms of reference of the Executive Committee of the Board (ECOB) 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 organisational structure and also to periodically review the Company's business plans and future strategies.

Eight ECOB Meetings were held during the Financial Year 2012-13.

The composition of the ECOB and details of the meetings attended by the Directors are given below:

The Nomination Committee has been constituted on 18th May, 2006 with the objective of identifying Independent Directors to be inducted to the Board from time to time and to take steps to refresh the constitution of the Board from time to time.

One meeting of the Nomination Committee was held on 28th September, 2012.

The composition of the Nomination Committee and the details of the meeting attended by the Directors is given below:

Ethics and Compliance Committee

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 revised 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, a Committee has been constituted on 30th May, 2002, called Ethics and Compliance Committee.

One meeting of the Ethics and Compliance Committee was held on 9th November, 2012 .

The composition of the Ethics and Compliance Committee and the details of the meeting attended by the Directors is given below:

The Board has also appointed the Executive Director & Group Chief Financial Officer as the Compliance Officer to ensure compliance and effective implementation of the Regulations and also the Code across the Company.

During the year under review, the Compliance Officer submitted periodic Reports on the compliance of the Tata Code of Conduct for Prevention of Insider Trading.

Safety, Health and Environment Committee

The Safety, Health and Environment Committee of the Board was constituted on 25th June, 2009 to oversee the policies and their implementation across Tata Steel Group. The main remit of the Committee is to:

• Review operational performance, anticipate potential issues and provide support in setting direction for improvements;
• Reduce carbon emissions per tonne of steel produced; and
• Functional health, safety and environmental team would provide a coordinated and effective specialist advisory support to the said Committee.

Three meetings of the Safety, Health and Environment Committee were held during the Financial Year 2012-13.

The composition of the Safety, Health and Environment Committee and the details of the meetings attended by the Directors are given below:

Company Secretary acts as the Secretary of the Safety, Health and Environment Committee.

Committee of Investments and Projects

The Committee of Investments and Projects was constituted on 11th July, 2012 to approve placing of large orders of equipment, plant and machinery relating to the projects and monitor the progress of the projects.

Six meetings of the Committee of Investments and Projects were held during the Financial Year 2012-13.

The composition of the Committee of Investments and Projects and the details of the meetings attended by the Directors are given below:

The Committee of Directors has been re-constituted on 26th May, 2010 to approve of certain routine matters such as Opening and Closing of Bank Accounts of the Company, to grant Powers of Attorney to the Officers of the Company, to appoint representatives to attend general meetings or through postal ballot on behalf of the Company etc.

The Members of this Committee as on 31st March, 2013 are – Mr. Cyrus P. Mistry (Chairman), Mr. S. M. Palia (Member), Mr. Ishaat Hussain (Member), Mr. H. M. Nerurkar (Member) and Mr. Koushik Chatterjee (Member).

Mr. R.N.Tata stepped down as Chairman of the Committee of Directors w.e.f. 28th December, 2012.

Mr. Cyrus P. Mistry was appointed as Chairman & Mr. Koushik Chatterjee was appointed as Member w.e.f. 12th February, 2013.

The business of the Committee is transacted by passing Circular Resolutions which are placed before the Board at its next meeting.

6. General Body Meetings
   1. Location and time, where last three Annual General Meetings (AGMs) were held:

2. No Extra-Ordinary General Meeting of the shareholders was held during the year.
3. Special Resolutions passed in previous three Annual General Meetings:
   1. At the last Annual General Meeting held on 14th August, 2012, no Special Resolutions were passed.
   2. At the Annual General Meeting held on 3rd August, 2011, Special Resolution for commission to Directors other than the Managing and whole-time Directors was passed unanimously.
   3. At the Annual General Meeting held on 13th August, 2010, no Special Resolutions were passed.
      None of the items to be transacted at the ensuing meeting is required to be passed by postal ballot.

7. Disclosures
   1. 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.
   2. 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 Exchanges, SEBI or other statutory authorities relating to the above.
   3. 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 employees to report concerns about unethical behaviour. No personnel has been denied access to the Ethics Counsellor/Chairman of the Audit Committee.
   4. The Company has fulfilled the following non-mandatory requirements as prescribed in Annexure 1D to Clause 49 of the Listing Agreement with the Stock Exchanges:
      1. The Company has set up a Remuneration Committee. Please see para 4 for details.
      2. The Company has moved towards a regime of unqualified financial statements.

   Reconciliation of Share Capital Audit

   1. Pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchanges, certificates, on half-yearly basis, have been issued by a Company Secretary-in-Practice for due compliance of share transfer formalities by the Company.
   2. A Company Secretary-in-Practice carried out a Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited and Central Depository Services (India) Limited ("Depositories") and the total issued and listed capital. The audit confirms that the total issued/paid-up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialised form (held with Depositories).
8. Means of Communication

   Quarterly/Half-yearly results –

   The quarterly/half-yearly and annual results of the Company are published in the newspapers and posted on the website of the Company. As a part of the Green initiative, the quarterly/half-yearly results are sent by email to Shareholders whose email ids are registered with the Depositories/Registrars and Transfer Agents of the Company.

   Results –

   The quarterly/half-yearly and annual results along with the Segmental Report are generally published in The Indian Express, Financial Express, Nav Shakti, Free Press Journal, Loksatta, Nav Bharat and also displayed on the website of the Company www.tatasteel.com shortly after its submission to the Stock Exchanges.

   Presentation to Institutional Investors or to analysts –

   Official news releases and presentations made to Institutional Investors and analysts are posted on the Company's website.

   Annual Report –

   Annual Report containing inter alia, Audited Annual Accounts, Consolidated Financial Statements, Directors' Report, Auditors' Report and other important information is circulated to the members and others entitled thereto. The Annual Report is also available on the Company's website in a freely downloadable format.

   Management Discussion & Analysis Report (MD&A Report) –

   The MD&A Report forms a part of the Directors' Report. All matters pertaining to industry structure and developments, opportunities and threats, segment/product wise performance, outlook, risks and concerns, internal control and systems, etc. are discussed in the said Report.

   Intimation to Stock Exchanges –

   All price sensitive information and matters which are material and relevant to shareholders are intimated to all the Stock Exchanges where the securities of the Company are listed.

   Corporate Filing and Dissemination System (CFDS) and NSE Electronic Application Processing System (NEAPS) -

   In accordance with Clause 52 of the Listing Agreement, all disclosures and communications to BSE Limited and National Stock Exchange of India Limited are filed electronically through CFDS website www.corpfiling.co.in. The Company also submits to NSE all quarterly compliances, disclosures and communications through NSE's NEAPS portal.

   Company's Corporate Website –

   The Company's website is a comprehensive reference on Tata Steel's management, vision, mission, policies, corporate governance, corporate sustainability, investor relations, sales network, updates and news. The section on 'Investors' serves to inform the shareholders, by giving complete financial details, shareholding patterns, corporate benefits, information relating to stock exchanges, registrars & transfer agents and frequently asked questions. Investors can also submit their queries and get feedback through online interactive forms. The section on 'Media' includes all major press reports and releases, awards, campaigns.