Introduction of corporate governance Profile of TATA steel Companys philosophy Members of BOD Role of BOD Remuneration packages Audit

Audit committee Share holders committee Top 10 equity share holders Means Of communication Certificate Conclusion

TRANSPARENCY-Everything that happens in the company , if it is not shy to share it publicly ,it is transparent.
ACCOUNTABILITY- The management is accountable for its decisions. EQUANIMITY- Right of all share holders are equal ,regardless of minor or major share holders. It involves letting investors know how the company in which they have invested is utilizing their money.

Good corporate governance , companies can reduce vulnerability to financial crisis.

studies world over have shown markets and investors take notice of well managed companies. Respond and rely on them. Reward such companies with higher valuation.

Tata Steel ,established in 1907, is among the top ten steel producers in the world with an existing annual crude steel production capacity of 30 Million Tones Per Annum (MTPA). Tata Steel has a balanced global presence in over 50 developed European and fast growing Asian markets, with manufacturing units in 26 countries.

Through investments in Corus, Millennium Steel (renamed Tata Steel Thailand) and NatSteel Holdings, Singapore, Tata Steel has created a manufacturing and marketing network in Europe, South East Asia and the pacific-rim countries. Corus, which manufactured over 20 MTPA of steel in 2008, has operations in the UK, the Netherlands, Germany, France, Norway and Belgium.
Tata Steel, through its joint venture with Tata BlueScope Steel Limited, has also entered the steel building and construction applications market.

Apart from the main Steel Division, Tata Steel's operations are grouped under the following Strategic Business Units:

Bearings Division Ferro Alloys and Minerals Division Agrico Division Tata Growth Shop (TGS) Tubes Division Wire Division Tata Steels vision is to be the global steel industry benchmark for Value Creation and Corporate Citizenship.

The Companys 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 growth strategy, the Company believes in adopting the best practices that are followed in the area of Corporate Governance across various geographies.
The Company emphasizes 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 their wealth.

NAMES Mr. Cyrus Mistry(chairman) Mr. B.Muthuraman (vice-Ch) Mr. Nusli N. Wadia Mr. Ishaat Hussain Mr. Subodh Bhargava Mr. Jacobus Schravan Mr. Andrew Robb Dr. Karl Ulrich Koehler Ms. Mallika Srinivasan

CATEGORY Not independent , Non-executive

Not Independent , Non-executive

Independent , Non-executive Not independent , Non-executive Independent , Non-executive Independent , Non-executive Independent , Non-executive Not Independent, Non-executive Independent , Non-executive Independent , Non-executive Not Independent , Non-executive Group Executive Director (Finance and Corporate) Managing Director - Tata Steel India and South East Asia

Mr. D. K. Mehrotra
Mr. S. M. Palia Mr. Koushik Chatterjee Mr. Hemant M. Nerurkar

Board of directors met 10 times in a year and gap between any two meetings did not exceed 4 months. The Company pays sitting fees of Rs. 20,000 per meeting to the NEDs for attending the meetings of the Board, Executive Committee of the Board, Remuneration Committee, Audit Committee and Committees constituted by the Board from time to time. For other meetings, viz. Investor Grievance Committee and Ethics Committee, the Company pays to the NEDs sitting fees of Rs. 5,000 per meeting. Full disclosure has been made regarding the remuneration packages of all directors

Name of director

Commission* Sitting (Lakhs) fees .Lk 3.20 3.80 3.80 3.20 6.85

Mr. R.N. Tata (chairman) 250.00 Mr. Cyrus P.Mistry Mr. B. Muthuraman Mr. Nusli N. Wadia Mr. S. M. Palia @ 80.00 55.00 80.00

Mr. Ishaat Hussain

Mr. Subodh Bhargava Mr. Jacobus schraven Mr. Andrew Robb Mrs. Mallika Srinivasan

50.00
50.00 20.00 20.00 10.00

6.30
3.10 2.20 4.25 0.80 *--payable in 2013-14

Mr. D.K. Mehrotra

Dr. Karl-Ulrich Koehler Total

10.00
625.00

0.40
3.80 41.70

@--Excluding retirement benefits of ` 69.35 lakhs paid to Mr. B. Muthuraman

NAME

SALARY Rs. Lakhs

PERQUISITES COMMISIONS & @ ALLOWANCES Rs. Lakhs Rs. Lakhs 72.50 375.00

Stock options Rs. Lakhs NIL

Mr. H. M. Nerurkar (MANAGING DIRECTOR) Mr. Koushik Chatterjee (Executive Director & GCFO)*

125.35

87.26

13.85

298.50

NIL

* Appointed as Executive Director w.e.f. 9th November, 2012. @--Payable in 2013-14

The Company had constituted an Audit Committee in the year 1986. The composition of the Audit Committee and the details of meetings attended by the Directors are given below :
NAMES OF MEMBERS CATEGORY NO.MEETING ATTENDED DURING 2012-13 6 6 6
6

Mr. Subodh Bhargava (Chairman) Mr.S.M. Palia , (Member) Mr. Ishaat Hussain (Member) Mr. .Andrew Robb (Member)

Independent, (Non executive)

Independent, (Non executive)

Non executive, Non Independent Independent, Nonexecutive

Audit Committee meetings are attended by the Group Chief Financial Officer, Chief (Corporate Audit) and Chief Financial Controller (Corporate) and Representatives of Statutory Auditors. The Company Secretary acts as the Secretary of the Audit Committee. Six Audit Committee Meetings were held during 2012-13. Whistle Blower Policy.. The Audit Committee at its meeting held on 25th October, 2005, approved framing of a Whistle Blower Policy that provides a formal mechanism for all employees of the Company to approach the Ethics Counselor/Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The Whistle Blower Policy is an extension of the Tata Code of Conduct, which requires every employee to promptly report to the Management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. Under the Policy, each employee of the Company has an assured access to the Ethics Counselor/ Chairman of the Audit Committee.

An Investors Grievance Committee was constituted on 23rd March, 2000 to specically 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 is given below NAMES OF MEMBERS CATEGORY NO.MEETING ATTENDED DURING 2012-13 1

Mr. Ishaat Hussain Chairman Mr. Suresh Krishna, Member Mr. Subodh Bhargava Member

Not Independent , Non- Excutive Independent, Non-excutive Independent, Non-Executive

S.N 1 2 3 4 5

Name of share holders Tata Sons Limited Life Insurance Corporation of India HDFC Trustee Company Limited Government of Singapore ICICI Prudential Life Insurance Company Limited

No. of share held 213,822,295 145,467,247 16,880,099 16,417,074 12,803,098

% of holding 29.27 14.98 1.74 1.69 1.32

6
7 8 9 10

National Insurance Company Limited

The New India Assurance Company Limited Blackrock Abu Dhabi Investment Authority SBI Life Insurance Co. Ltd

11,179,459
10,784,993 9,646,280 8,827,193 8,132,934

1.15
1.11 0.99 0.91 0.84

BOMBAY STOCK EXCHANGE Month Apr-12 May-12 Jun-12 Jul-12 Aug-12 Sept-12 Oct-12 Nov-12 Dec-12 Jan-13 Feb-13 High (Rs.) Low 482 469.7 443.9 454.9 416.7 415 426 (Rs.) 444.1 389 389.1 382.15 358.3 347.55 388.65 Volume(no. of shares) 14703712 20978518 15139136 14016152 16904844 17020331 16456938

408.85
436.75 448.1 411.85 362.75

359.15
386.1 397.1 338.8 300.85

12052521
14715137 15660911 14466523 14936885

Mar-13

Dividend Distribution (in %)

year TATA STEEL JSW STEEL SAIL

2013

8.00

10.00

2.00

2012

12.00

7.50

0.80

2011

12.00

12.25

2.40

2010

8.00

9.50

3.30

Shareholder/Investor Complaints :

Complaints pending as on 1st April, 2012 During the period 1st April, 2012 to 31st March, 2013, complaints identified and reported under Clause 41 of the Listing Agreements.

:7

:275

Complaints disposed off during the year ended 31st March, 2013 Complaints unresolved to the satisfaction of shareholders as on 31st March, 2013 No. of pending share transfers of Ordinary Shares as on 31st March, 2013

:274 :8 :99

Means of Communication
Half-yearly report
The half-yearly results of the Company are published in the newspapers and posted on the website of the Company.

Results
The quarterly and annual results along with the Segmental Report are generally published in The Times of India ,The Indian Express, Nav Shakti , Free Press Journal, Loksatta and also displayed on the website of the Companywww.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 Companys website.

Management Discussion & Analysis 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.

We have examined the compliance of conditions of Corporate Governance by Tata Steel Limited, for the year ended on 1st March,2013, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges. In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement. We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efciency or effectiveness with which the management has conducted the affairs of the Company. ---------- Chartered Accountants