TICL Annual Report 2022 23
TICL Annual Report 2022 23
TICL Annual Report 2022 23
Annual General Meeting on Tuesday, 27th June, 2023 through Video Conferencing/ Other
Audio Visual Means at 11.00 a.m. (IST)
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
NOTICE
Notice is hereby given that the EIGHTY SIXTH ANNUAL GENERAL MEETING OF TATA INVESTMENT CORPORATION
LIMITED will be held through Video Conferencing / Other Audio Visual Means on, Tuesday, 27th June, 2023 at 11.00 a.m.
(IST) to transact the following business:
ORDINARY BUSINESS :
1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended
31st March, 2023, together with the Reports of the Board of Directors and the Auditors thereon.
2. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year
ended 31st March, 2023, together with the Report of the Auditors thereon.
3. To declare Dividend on Ordinary Shares for the financial year ended 31st March, 2023.
4. To re-appoint Mr. F. N. Subedar (DIN 00028428) as a Director of the Company, who is liable to retire by rotation at the
forthcoming Annual General Meeting and being eligible, offers himself for re-appointment up to and inclusive of
24th September, 2025.
SPECIAL BUSINESS :
5. Re-appointment of M/s Gokhale & Sathe, Chartered Accountants as the Joint Statutory Auditors of the Company.
To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to Circular no. RBI/2021-22/25 – Ref.No.DoS.CO.ARG/ SEC.01/08.91.001/2021-22 dated
27th April, 2021 issued by the Reserve Bank of India (“RBI Guidelines”) and pursuant to the provisions of Sections
139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”), and the relevant rules thereunder,
M/s Gokhale & Sathe, Chartered Accountants, (Firm Registration No. 103264W), who have offered themselves for
re-appointment and have confirmed their eligibility to be appointed as Joint Statutory Auditors in terms of Section 141
of the Act and applicable rules and the RBI Guidelines, be and is hereby re-appointed as the Joint Statutory Auditors
of the Company, to hold office with effect from conclusion of the 86th Annual General Meeting of the Company till
conclusion of 88th Annual General Meeting, to conduct audit of accounts of the Company, subject to their continuity
of fulfilment of the applicable eligibility norms, at such remuneration, as may be mutually agreed between the Board of
Directors of the Company and the Statutory Auditors.”
Notes :
1. Pursuant to the General Circular No. 20/ 2020 dated 5th May 2020 read with other relevant circulars including
10/ 2022 dated 28th December 2022 issued by the Ministry of Corporate Affairs (‘MCA’) (collectively referred to as ‘MCA
Circulars’), the Company is convening the Annual General Meeting (‘AGM’) through Video Conferencing (‘VC’)/ Other
Audio Visual Means (‘OAVM’), without the physical presence of the Members at common venue. In compliance with the
provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”) and MCA Circulars, the AGM of the Company is being held through VC / OAVM on Tuesday,
27th June, 2023 at 11.00 a.m. (IST). The deemed venue for the Eighty Sixth AGM will be Elphinstone Building,
10 Veer Nariman Road, Fort, Mumbai 400 001.
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2. P
URSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED
TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF
THE COMPANY. SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS THROUGH VC OR OAVM,
THE REQUIREMENT OF PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, IN
TERMS OF THE MCA CIRCULARS AND THE SEBI CIRCULAR, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE
MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM AND HENCE THE PROXY FORM, ATTENDANCE SLIP AND ROUTE
MAP OF AGM ARE NOT ANNEXED TO THIS NOTICE.
3. Institutional Investors, who are Members of the Company, are encouraged to attend and vote at the Eighty Sixth
AGM through VC/OAVM facility. Institutional Investors and Corporate Members intending to appoint their authorized
representatives pursuant to Sections 112 and 113 of the Act, as the case maybe, to attend the AGM through VC or OAVM
or to vote through remote e-voting are requested to send a certified copy of the Board Resolution to the Scrutinizer by
e-mail at [email protected] with a copy marked to [email protected] and can also upload their Board Resolution
/ Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under
“e-Voting” tab in their login.
4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the
quorum under Section 103 of the Act.
5. The Explanatory Statement pursuant to Section 102 of the Act setting out material facts concerning the business
under Item No. 5 of the Notice is annexed hereto. The relevant details, pursuant to Regulation 36(3) of the SEBI Listing
Regulations and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India, in
respect of Director seeking re-appointment at this AGM are also annexed.
6. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the
commencement of the Meeting by following the procedure mentioned in the Notice. The Members will be able to
view the proceedings on National Securities Depository Limited’s (‘NSDL’) e-Voting website at www.evoting.nsdl.com.
The facility of participation at the AGM through VC/OAVM will be made available to at least 1,000 Members on a
first come first served basis as per the MCA Circulars. The large shareholders (i.e., shareholders holding 2% or more
shareholding), promoters, institutional investors, directors, key managerial personnel, the chairpersons of the Audit
Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, auditors, etc. shall
be allowed to attend the meeting without restriction.
7. In line with the relevant MCA Circulars and SEBI Circulars the Notice of the AGM along with the Annual Report 2022-23 is
being sent only through electronic mode to those Members whose email addresses are registered with the Company /
Depositories unless any Member has requested for the physical copy of the same. The Notice convening the Eighty-Sixth
AGM along with Annual Report 2022-23 has been uploaded on the website of the Company at www.tatainvestment.
com, and may also be accessed from the relevant section of the websites of the Stock Exchanges i.e. BSE Limited and the
National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively. The AGM Notice
along with Annual Report 2022-23 is also available on the website of NSDL at www.evoting.nsdl.com.
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
(i) To all the Beneficial Owners as per the list of beneficial owners to be furnished by the National Securities Depository
Limited and Central Depository Services (India) Limited in respect of the shares held in electronic form as at the end
of the day on Monday, 12th June, 2023; and
(ii) To all Members in respect of shares held in physical form, whose names are on the Company’s Register of Members
after giving effect to valid requests with respect of transmission/ transposition of shares lodged with the Company
as of the close of business hours on Monday, 12th June, 2023.
9. Pursuant to the Finance Act, 2020, dividend income will be taxable in the hands of the Shareholders w.e.f. 1st April, 2020
and the Company is required to deduct Tax Deducted at Source (TDS) from dividend paid to the Members at prescribed
rates in the Income Tax Act, 1961 (‘the IT Act’). In general, to enable compliance with TDS requirements, Members are
requested to complete and / or update their Residential Status, PAN, Category as per the IT Act with their Depository
Participants (‘DPs’) or in case shares are held in physical form, with the Company by sending documents through email
by Monday, 5th June, 2023.
For detailed process, please click here: Communication to Shareholders – Intimation on Tax Deduction on Dividend
10. Further, in order to receive the dividend in a timely manner, Members holding shares in physical form who have not
updated their mandate for receiving the dividends directly in their bank accounts through Electronic Clearing Service
or any other means are requested to send Investor Service Request Form ISR-1 duly filled and signed along with the
original cancelled cheque stating the name of the shareholder as accountholder as to reach the Company’s Registrar and
Share Transfer Agent (RTA) – TSR Consultants Private Limited (‘TCPL’) latest by Monday, 12th June, 2023 along with the
following documents:
b. self attested scanned copy of any document (such as AADHAR Card, Driving License, Election Identity Card, Passport)
in support of the address of the Member as registered with the Company.
Members holding shares in electronic form may please note that their bank details as furnished by the respective
Depositories to the Company will be considered for remittance of dividend as per the applicable regulations of the
Depositories and the Company will not entertain any direct request from such Members for change/addition/deletion
in such bank details. Accordingly, the Members holding shares in demat form are requested to update their Electronic
Bank Mandate with their respective DPs.
Further, please note that instructions, if any, already given by Members in respect of shares held in physical form, will not
be automatically applicable to the dividend paid on shares held in electronic form.
11. To avoid loss of dividend warrants in transit and undue delay in receipt of dividend warrants, the Company has provided
facility to the Members for remittance of dividend electronically through National Automated Clearing House (NACH).
Members holding shares in physical form and desirous of availing this facility are requested to provide their latest bank
account details (Core Banking Solutions Folio Number along with an original cancelled cheque and Form ISR-1 to the
Company’s Share Registrars and Transfer Agent, TSR Consultants Private Ltd.) Members holding shares in electronic form
are requested to provide the details to their respective Depository Participants.
The Members who are unable to receive the dividend directly in their bank accounts through Electronic Clearing Service
or any other means, due to non-registration of the Electronic Bank Mandate, the Company shall dispatch the dividend
warrant/ Bankers’ cheque/ demand draft to such Members, through permissible mode.
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12. In accordance with Regulation 40 of the SEBI Listing Regulations, as amended, transfer of securities of listed entities can
be processed only in dematerialized form. Further, pursuant to SEBI circular dated 25th January 2022, securities of the
Company shall be issued in dematerialized form only while processing service requests in relation to issue of duplicate
securities certificate, renewal / exchange of securities certificate, endorsement, sub-division / splitting of securities
certificate, consolidation of securities certificates/folios, transmission and transposition. Accordingly, Members are
requested to make service requests by submitting a duly filled and signed Form ISR – 4, the format of which is available
on the Company’s website and on the website of the Company’s Registrar and Transfer Agents – TCPL. It may be noted
that any service request can be processed only after the folio is KYC Compliant.
13. Members are hereby informed that under the Act, the company is obliged to transfer any money lying in the unpaid
dividend account, which remains unpaid or unclaimed for a period of seven years from date of such transfer to the
Unpaid Dividend Account, to the credit of the Investor Education and Protection Fund (“the Fund”) established by the
Central Government.
Further attention of the members is drawn to the provisions of Section 124(6) of the Act which require a company to
transfer in the name of IEPF Authority all shares in respect of which dividend has not been paid or claimed for 7 (seven)
consecutive years or more from the date of transfer to Unpaid Dividend Account of the Company.
In accordance with the aforesaid provisions of the Act read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended from time to time, the Company has
already transferred all shares in respect of which dividend declared for the financial year 2015-16 or earlier financial years
has not been paid or claimed by the members for 7 (seven) consecutive years or more. Members are advised to visit the
website of the Company to ascertain details of shares transferred to IEPF Authority.
The Company has transferred the unpaid or unclaimed dividends declared upto financial years 2015-16, from time to
time, to the Fund. The Company has uploaded the details of unpaid and unclaimed dividend amounts lying with the
Company on the website of the Company and the same can be accessed through the link: http://www.mca.gov.in.
Members who have not yet encashed their dividend warrant(s) for the financial year ended 31st March, 2017 and for any
subsequent financial year, are requested to make their claims to the Company without any delay, to avoid transfer of the
dividend/shares to the Fund/IEPF Authority.
Members/claimants whose shares, unclaimed dividend, sales proceeds of fractional shares etc. have been transferred to
the IEPF Authority or the Fund, as the case maybe, may claim the shares or apply for the refund by making an application
to the IEPF Authority in Form IEPF-5 (available on iepf.gov.in) along with requisite fees as decided by the IEPF Authority
from time to time.
14. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/
mobile numbers, PAN, registering of nomination, power of attorney registration, Bank Mandate details, etc., to their DPs
in case the shares are held in electronic form. Changes intimated to the Depository Participant will then be automatically
reflected in the Company’s records which will help the Company and TCPL to provide efficient and better services.
Members holding shares in physical form are requested to intimate such changes to TCPL by submitting duly filled and
signed Form ISR-1 and along with self attested copies of supporting documents. Further, Members may note that SEBI
has mandated the submission of PAN by every participant in securities market. Members holding shares in physical form
can submit their PAN details to TCPL.
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
15. SEBI vide circular dated 3rd November, 2021 has mandated the listed companies to have PAN, KYC, bank details and
Nomination of all shareholders holding shares in physical form. Folios wherein any one of the cited details / documents
are not available with us, on or after 1st October, 2023, shall be frozen as per the aforesaid SEBI circular.
The investor service requests forms for updation of PAN, KYC, Bank details and Nomination viz., Forms ISR-1, ISR-2, ISR-3,
SH-13, SH-14 are available on our website www.tatainvestment.com. In view of the above, we urge the shareholders to
submit the Investor Service Request form along with the supporting documents at the earliest.
The Company had sent a letter to the shareholders holding shares in physical form in relation to the aforesaid on
16th February, 2022.
In respect of shareholders who hold shares in the dematerialized form and wish to update their PAN, KYC, Bank Details
and Nomination are requested to contact their respective Depository Participants.
16. The format of the Register of Members prescribed by the MCA under the Act requires the Company / Share Registrar
and Transfer Agents to record additional details of Members, including their PAN details, e-mail address, bank details
for payment of dividend etc. Form ISR-1 for capturing additional details is available on the Company’s website under
the section ‘Investor Information’ and also attached to this Annual Report. Members holding shares in physical form are
requested to submit the filled in form to the Company or to its Share Registrar and Transfer Agents – TCPL in physical
mode as per instructions mentioned in the form. Members holding shares in electronic form are requested to submit the
details to their respective DP only and not to the Company or TCPL.
17. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to
the Company or Registrar, the details of such folios together with the share certificates and self-attested copies of PAN
card of the holders for consolidating their holding in one folio. Requests for consolidation of share certificates shall be
processed in dematerialized form.
18. During the Eighty Sixth AGM, Members may access the electronic copy of Register of Directors and Key Managerial
Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts and
Arrangements in which Directors are interested maintained under Section 189 of the Act, by sending an email to
[email protected] upto the date of this Meeting.
19. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any
change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat
account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DP and holdings
should be verified from time to time.
20. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the
same with their DPs in case the shares are held by them in electronic form and with TCPL/Company in case the shares are
held by them in physical form.
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21. Process for registering email addresses to receive this Notice of AGM and Annual Report electronically and cast votes
electronically:
(i) Registration of email addresses with TCPL: The Company has made special arrangements with TCPL for registration
of e-mail addresses of those Members (holding shares either in electronic or physical form) who wish to receive this
Notice electronically and case votes electronically. Eligible Members whose e-mail addresses are not registered with
the Company/ DPs are required to provide the same to TCPL on or before 5:00 p.m. IST on Tuesday, 20th June,
2023.
Process to be followed for registration of e-mail address is as follows:
Members may note that the Notice and Annual Report FY 2022-23 will also be available on the Company’s website
www.tatainvestment.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India
Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL https://www.
evoting.nsdl.com.
(ii) Registration of e-mail address permanently with Company/DP: Members are requested to register the same with
their concerned DPs, in respect of electronic holding and with TCPL, in respect of physical holding, by writing to
TCPL. Further, those Members who have already registered their e-mail addresses are requested to keep their e-mail
addresses validated/updated with their DPs / TCPL to enable servicing of notices / documents / Annual Reports and
other communications electronically to their e-mail address in future.
(iii) Alternatively, those Shareholders who have not registered their email addresses are required to send an email request
to [email protected] along with the following documents for procuring user id and password and registration of
e-mail ids for e-voting for the resolutions set out in this Notice:
a) In case shares are held in physical mode, please provide Folio No., Name of shareholder, scanned copy of the
share certificate (front and back), self-attested scanned copy of PAN card, self-attested scanned copy of Aadhar
Card by email to [email protected].
b) In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID),
Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card),
AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders
holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e.
Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat
mode.
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c) Alternatively, shareholder/members may send a request to [email protected] for procuring user id and
password for e-voting by providing above mentioned documents.
d) In terms of SEBI circular dated 9th December, 2020, on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are allowed to vote through their demat account maintained
with Depositories and Depository Participants. Shareholders are required to update their mobile number and
email ID correctly in their demat account in order to access e-Voting facility.
22. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration)
Rules, 2014 (as amended) and Regulation 44 of SEBI Listing Regulations (as amended), and the MCA Circulars, the
Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM.
For this purpose, the Company has entered into an agreement with NSDL for facilitating voting through electronic
means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as
remote e-voting during the AGM will be provided by NSDL.
23. Members of the Company holding shares either in physical form or in electronic form as on the cut-off date of
Tuesday, 20th June, 2023, may cast their vote by remote e-Voting. The remote e-Voting period commences on
Friday, 23rd June, 2023 at 9.00 a.m. (IST) and ends on Monday, 26th June, 2023 at 5.00 p.m. (IST). The remote
e-Voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member,
the Member shall not be allowed to change it subsequently. The voting rights of the Members (for voting through
remote e-Voting before the AGM and remote e-Voting during the AGM) shall be in proportion to their share of the paid-
up equity share capital of the Company as on the cut-off date of Tuesday, 20th June, 2023.
24. Members will be provided with the facility for voting through electronic voting system during the video conferencing
proceedings at the AGM and Members participating at the AGM, who have not already cast their vote by remote
e-Voting, will be eligible to exercise their right to vote during such proceedings of the AGM. Members who have cast
their vote by remote e-Voting prior to the AGM will also be eligible to participate at the AGM but shall not be entitled
to cast their vote again on such resolution(s) for which the member has already cast the vote through remote e-Voting.
25. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the
depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting before the AGM as well
as remote e-Voting during the AGM. Any person who acquires shares of the Company and becomes a Member of the
Company after the dispatch of the Notice and holding shares as on the cut-off date, i.e. Tuesday, 20th June, 2023, may
obtain the User ID and password by sending a request at [email protected]. However, if you are already registered with
NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your
password, you can reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option
available on www.evoting.nsdl.com or call on no. 022 - 4886 7000 and 022 - 2499 7000. In case of Individual Shareholders
holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after
sending of the Notice and holding shares as of the cut-off date i.e. Tuesday, 20th June, 2023 may follow steps mentioned
in the Notice of the AGM under “Access to NSDL e-Voting system”.
26. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting, by
use of remote e-Voting system for all those Members who are present during the AGM through VC/OAVM but have not
cast their votes by availing the remote e-Voting facility. The remote e-Voting module during the AGM shall be disabled
by NSDL for voting 15 minutes after the conclusion of the Meeting.
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27. Mr. P. N. Parikh (Membership No. FCS 327) or failing him Mr. Mitesh Dhabliwala (Membership No. FCS 8331) or failing
him, Ms. Sarvari Shah (Membership No. FCS 9697), of Parikh & Associates, Practicing Company Secretaries, have been
appointed by the Board of Directors of the Company as Scrutinizer for scrutinizing the remote e-voting process as well as
voting at the Meeting, in a fair and transparent manner. The Scrutinizer shall, immediately after the conclusion of voting
at the Annual General Meeting, unblock the votes cast through remote e-Voting from the e-Voting system and make, not
later than two working days from the conclusion of the Meeting, a Scrutinizer’s Report of the total votes cast in favour or
against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.
The Chairman or the person authorised by him in writing shall forthwith on receipt of the Scrutinizer’s Report, declare
the result of the voting. The Results declared, along with the Scrutinizer’s Report, shall be placed on the Company’s
website www.tatainvestment.com and on the website of NSDL immediately after their declaration, and shall also be
communicated to the Stock Exchanges where the Company is listed, viz. BSE Ltd. and National Stock Exchange of India
Ltd.
28. Subject to the receipt of requisite number of votes, the Resolution forming part of the AGM Notice shall be deemed to
be passed on the date of the AGM, i.e. Tuesday, 27th June, 2023.
29. Instructions for attending the AGM through VC/OAVM and remote e-Voting (before and during the AGM) are given
below:
i. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting
system. Members may access by following the steps mentioned below for Access to NSDL e-Voting system.
After successful login, you can see link of “VC/OAVM link” placed under “Join meeting” menu against Company
name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will
be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the
members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password
may retrieve the same by following the remote e-Voting instructions mentioned in the Notice to avoid last
minute rush.
ii. Members are encouraged to join the Meeting through Laptops for better experience.
iii. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance
during the meeting
iv. Please note that Participants connecting from Mobile Devices or Tablets or through Laptop connecting via
Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore,
recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.
v. Members are encouraged to submit their questions in advance with regard to the financial statements or
any other matter to be placed at the Eighty-Sixth AGM, from their registered email address, mentioning their
name, DP ID and Client ID number /folio number and mobile number, to reach the Company’s email address at
[email protected]. on or before 26th June 2023. The same will be replied by the Company suitably. Queries that
remain unanswered at the AGM will be appropriately responded by the Company at the earliest post the
conclusion of the AGM.
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vi. Members who would like to express their views/ask questions as a speaker at the Meeting may pre-register
themselves as a speaker by sending a request from their registered email address mentioning their names, DP
ID and Client ID/folio number, PAN and mobile number at [email protected] between Friday, 23rd June, 2023 at 9.00
a.m. (IST) and ends on Monday, 26th June, 2023 at 5.00 p.m. (IST). The Company reserves the right to restrict the
number of speakers depending on the availability of time for the AGM.
vii. Members who need assistance before or during the AGM may contact NSDL on [email protected]/022 - 4886
7000 and 022 - 2499 7000 or contact any of the following:
The details of the process and manner for remote e-Voting are explained herein below:
Step 2: Cast your vote electronically and join virtual meeting on NSDL e-Voting system.
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities
in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies,
Individual shareholders holding securities in demat mode are allowed to vote through their demat account
maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile
number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below :
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Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login through
holding securities in demat their existing user id and password. Option will be made available to
mode with CDSL reach e-Voting page without any further authentication. The users to
login Easi /Easiest are requested to visit CDSL website www.cdslindia.
com and click on login icon & New System Myeasi Tab and then user
your existing my easi username & password.
2. After successful login the Easi / Easiest user will be able to see the
e-Voting option for eligible companies where the evoting is in
progress as per the information provided by company. On clicking
the evoting option, the user will be able to see e-Voting page of the
e-Voting service provider for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the
meeting. Additionally, there is also links provided to access the system
of all e-Voting Service Providers, so that the user can visit the e-Voting
service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is
available at CDSL website www.cdslindia.com and click on login &
New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from a e-Voting link available
on www.cdslindia.com home page. The system will authenticate the
user by sending OTP on registered Mobile & Email as recorded in the
Demat Account. After successful authentication, user will be able to
see the e-Voting option where the evoting is in progress and also able
to directly access the system of all e-Voting Service Providers.
Individual Shareholders You can also login using the login credentials of your demat account
(holding securities in demat through your Depository Participant registered with NSDL/CDSL for
mode) login through their e-Voting facility. upon logging in, you will be able to see e-Voting option.
depository participants Click on e-Voting option, you will be redirected to NSDL/CDSL Depository
site after successful authentication, wherein you can see e-Voting feature.
Click on company name or e-Voting service provider i.e. NSDL and you will
be redirected to e-Voting website of NSDL for casting your vote during
the remote e-Voting period or joining virtual meeting & voting during the
meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID
and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues
related to login through Depository i.e. NSDL and CDSL.
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual
shareholders holding securities in demat mode and shareholders holding securities in physical
mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.
evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code
as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.
nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in
credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below :
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast
your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’
which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the
‘initial password’ and the system will force you to change your password.
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
9. After you click on the “Login” button, Home page of e-Voting will open
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding
shares and whose voting cycle and General Meeting is in active status.
2. Select “EVEN 123979” of company for which you wish to cast your vote during the remote e-Voting period
and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/
OAVM” link placed under “Join Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for
which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation
page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have
not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from
doing so, shall be eligible to vote through e-Voting system in the AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they
will not be eligible to vote at the AGM.
4. The details of the person who may be contacted for any grievances connected with the facility for
e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.
i. It is strongly recommended not to share your password with any other person and take utmost care to
keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful
attempts to key in the correct password. In such an event, you will need to go through the “Forgot
User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com
to reset the password.
ii. In case of any queries/grievances pertaining to remote e-Voting (before the AGM and during the AGM),
you may refer to the Frequently Asked Questions (FAQs) for shareholders and e-voting user manual
for shareholders available in the download section of www.evoting.nsdl.com or call on the toll-free
number: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager -
NSDL at [email protected]
MANOJ KUMAR C V
CHIEF FINANCIAL OFFICER &
COMPANY SECRETARY
ACS 15140
15
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
EXPLANATORY STATEMENT
The following Explanatory Statement sets out all material facts relating to the business under Item No. 5 of the accompanying
Notice dated 5th May, 2023.
ITEM NO. 5 :
This explanatory statement is in terms of Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), however, the same is strictly not required as per Section 102 of the Companies
Act, 2013 (the “Act”).
The Reserve Bank of India (“RBI”) has vide its Circular No. RBI/2021-22/25 Ref. No. DoS.CO.ARG/SEC.01/08.91.001/2021-22
dated 27th April, 2021 issued Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of
Commercial Banks, Urban Co-operative Banks & NBFCs (including HFCs) [“RBI Circular/Guidelines”]. which is applicable to
the Company.
Further, as per the said RBI Guidelines read together with the Frequently Asked Questions (“FAQs”), for the Statutory Audit
to be conducted under joint audit of a minimum of two audit firms and number of maximum Joint Statutory Auditors
depending on the asset size, minimum norms that need to be fulfilled by audit firms for appointment as Statutory Auditors
of an NBFC, etc.
Based on the recommendation of the Audit Committee, the Board at its Meeting held on 26th July, 2022, inter alia, approved
the appointment of M/s Gokhale & Sathe, Chartered Accountants (Firm Registration No. 103264W/W) as Joint Statutory
Auditors, to hold office from 26th July, 2022 until the conclusion of the 86th Annual General Meeting of the Company, to
conduct audit of accounts of the Company for the financial year ending 31st March 2023. The shareholders had approved
the appointment of Auditors through Postal Ballot on 18th September, 2022.
The Audit Committee considered and recommended the Board at its meeting held on 5th May, 2023, re-appointment of
M/s Gokhale & Sathe, Chartered Accountants as the Joint Statutory Auditors of the Company for further period of two years
and to hold office from the conclusion of the 86th Annual General Meeting of the Company till the conclusion of the 88th
Annual General Meeting of the Company, at such remuneration, as may be mutually agreed between the Board of Directors
of the Company and the Statutory Auditors.
The Company has received a consent letter from M/s Gokhale & Sathe, Chartered Accountants that as per Section 139 of
the Act that they are eligible for re-appointment and are not disqualified for appointment under Chartered Accountants
Act, 1949 and the rules or regulations made there under. The proposed re-appointment would be as per the terms provided
under the Companies Act, 2013 and within the limits laid down by the Companies Act, 2013. The firm complies with all
eligibility norms prescribed by RBI regarding appointment of SCAs/SAs of Commercial Banks (excluding RRBs)/UCBs/NBFCs
as per the Ref No. DoS.Co.ARG/SEC.01/08.91.001/2021-22 dated 27th April, 2021.
The approval of Members of the Company is sought pursuant to the provisions of Sections 139, 142 and other applicable
provisions, if any, of the Act and the relevant Rules thereunder and Guidelines issued by the RBI including any amendments,
modifications, variations or re-enactments thereof who have offered themselves for appointment and have confirmed their
eligibility to be appointed as Statutory Auditors in terms of Section 141 of the Act and applicable Rules and the Guidelines
issued by RBI dated 27th April, 2021 till conclusion of the 88th Annual General Meeting, with power to the Board (including
the Audit Committee of the Board or any other person(s) authorised by the Board or Audit Committee in this regard), to do all
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
such acts, deeds, matters and things as may be necessary or desirable in connection with or incidental for giving effect to the
said appointment of the Statutory Auditors, including but not limited to determination of roles and responsibilities/ scope
of work of the respective Statutory Auditors, negotiating, finalising, amending, signing, delivering, executing the terms of
appointment, including any contracts or documents in this regard, alter and vary the terms and conditions of remuneration
arising out of increase in scope of work, amendment in Accounting Standards or regulations and such other requirements
resulting in the change in scope of work, without being required to seek any further consent or approval of the Members of
the Company.
None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested,
financially or otherwise, in the Resolutions set out at Item No. 5 of the Notice.
The Board recommends the Ordinary Resolution set out in the Notice under Item No. 5 in relation to the appointment
M/s Gokhale & Sathe, Chartered Accountants, as the Joint Statutory Auditors of the Company, for approval by the Members
of the Company.
MANOJ KUMAR C V
CHIEF FINANCIAL OFFICER &
COMPANY SECRETARY
ACS 15140
17
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
Proposed audit fee payable to auditors The fees proposed to be paid to M/s Gokhale & Sathe, Chartered
Accountants towards joint statutory audit and limited review (including
certifications but excluding applicable taxes and reimbursements) for
financial year 2023-24 shall be ` 13.00 lakhs p.a.
Terms of appointment The term of appointment shall be for a period of two consecutive financial
years ending 31st March 2024 and 31st March 2025.
Material change in fee payable No Change
Basis of recommendation and auditor The Audit Committee and the Board, based on the credentials of the firm
Credentials and partners, asset size of the Company and eligibility criteria prescribed
under the Act and RBI Guidelines recommends the appointment of M/s
Gokhale & Sathe, Chartered Accountants as Joint Statutory Auditors of
the Company.
Brief Profile of Joint Statutory Auditors M/s Gokhale & Sathe, Chartered
Accountants
• okhale & Sathe, Chartered Accountants (“the firm”) is having 38
G
years of experience. As of date, the firm has 11 Partners and staff
strength of around 150 of which 20 are Qualified CAs and 75 articled
trainees.
• T he firm is empanelled with various authorities like ICAl, C&AG, NHAI,
CBI, IBA, etc.
• T he firm is having rich clientele of listed manufacturing companies,
various financial institutions, banks, nonbanking financial companies
(NBFC’s), insurance companies, along with other entities from other
sectors.
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
BOARD’S REPORT
TO
THE MEMBERS,
The Directors present their Eighty Sixth Annual Report with the Audited Financial Statements for the year ended
31st March, 2023.
Standalone Consolidated
FY 2022-23 FY 2021-22 FY 2022-23 FY 2021-22
Earnings Per Share Basic and Diluted (`)..................... 47.61 39.80 49.78 42.34
2. OPERATIONS :
The Standalone Operating Income of the Company is derived from a mix of dividend, interest income, derivative gains
and other income. The profit from the sale of long-term equity investments (post tax) for the year ended 31st March,
2023 is ` 362.21 crores as compared to ` 430.61 crores for the FY 2021-22 which have been carried at Fair Value through
Other Comprehensive Income. The standalone profit before tax for the year under review is ` 258.55 crores as against
` 228.09 crores for the FY 2021-22, whereas the profit after tax for the year under review stands at ` 240.90 crores as
against ` 201.36 crores for the FY 2021-22. The Consolidated profit after tax for the year amounted to ` 251.75 crores as
compared to ` 214.46 crores for the FY 2021-22.
The total number of companies whose issuances, equity or debt in which your Company has invested stands at 85 as on
31st March, 2023, out of which 62 are Quoted and 23 are Unquoted companies.
3. DIVIDEND :
The Directors are pleased to recommend a dividend of ` 48 per share (480%) [previous year ` 55 per share (550%)] on
the paid-up capital of ` 50.59 crores aggregating ` 242.86 crores based on the parameters laid down in the Dividend
Distribution Policy. Pursuant to Finance Act, 2020, dividend income will be taxable in the hands of shareholders w.e.f. 1st
April, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed
rates in the Income Tax Act, 1961.
4. TRANSFER TO RESERVES :
As permitted under the provisions of the Act, the Board does not propose to transfer any amount to general reserve.
The closing balance of the retained earnings of the Company for FY 2022-23, after all appropriation and adjustments,
was ` 1,656.93 crores (as on 31st March, 2022 ` 1,453.15 crores).
5. VALUE CREATED :
“Value Created” is a measure which evaluates the wealth created net of the capital invested by the shareholders.
We evaluate your Company’s growth a 15-year rolling basis computing “Value Created” by reducing the Shareholders
Funds from the aggregate of the Realizable Value of Investments and Net Current/Fixed Assets. The following table
compares the Value Created vis-à-vis the Benchmark and the Compounded Annual Growth Return (CAGR).
Year End Realisable Value Net Current/ Shareholder Funds Value Created BSE 200
(31st March) of Investments Fixed Assets (Equity+Share Premium) (A)+(B)-(C) Index
(A) (B) (C)
(` crores) (` crores) (` crores) (` crores)
2008 3,065.75 (43.06) 89.33 2,933.36 1,932
2023 20,472.02 182.12 355.62 20,298.52 7,389
No of times Growth (X) 6.92 3.82
CAGR 13.76% 9.35%
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
Shareholders will be pleased to note that the “Value Created” has recorded a compounded annual growth rate (CAGR)
of 13.76% vis-à-vis BSE 200 of 9.35% over the period 31st March, 2008 to 31st March, 2023. It is heartening that this
performance has been achieved with a prudent allocation in unlisted equity and fixed income securities which reduces
the volatility risk of the portfolio. Further, the Company has distributed ` 1,721.12 crore over the 15-year period as
dividends to its shareholders and returned capital vide a buyback of ` 450 crore in the financial year 2019. The aggregate
of the dividends distributed and the value of the Buyback, if included in the amount of Value Created, the resultant CAGR
would stand enhanced approximately to 14.54%.
As on As on
31.03.2023 31.03.2022
(` in crore) (` in crore)
QUOTED INVESTMENTS
UNQUOTED INVESTMENTS
The Directors confirm that investments have been made with the intent to hold for long-term appreciation, and not
for trade. The investments in Tata companies, both listed and unlisted, are generally held for a longer term and may
be considered as strategic in nature. The investments in Non-Tata companies have been made by the Company in
expectation to create value over the medium to long-term, while gains are realized after evaluation to augment its
operating income for dividend distribution.
The Company invests after considering both global and domestic macro-economic conditions.
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
GLOBAL MARKETS :
The Economic scenario namely, growth, individual sustenance, fiscal deficits, and central bank balance sheet expansion
are now markedly different when we compare Europe, USA to the large ASEAN nations. The irony is that energy shortages,
inflation and banking crises in the Western hemisphere are strangely similar to situations ASEAN countries faced in the
late 1990s, except that given the luxury and comfort of being global currencies, the West is not reeling under a currency
depreciation crisis.
The US Fed is facing an acute conundrum. During the Covid-19 pandemic, the government doled out free monies
resulting in a consumption frenzy. Despite tariffs and logistics issues in 2021, the average consumer in US remained on
a buying spree. Finally, the Ukraine war and the resultant shortages brought about a sudden rise in inflation. The US Fed
began to battle inflation, albeit with a delayed lag, resulting in a sharp increase in US Fund Rates. This sudden increase
in rates did not allow investors to rebalance their portfolios and thus are left with Mark-to-Market (MTM) losses on their
safest asset – government securities. Consequently, the US Fed is now dealing with an unforeseen banking crisis. As per
the last publicly known estimates, the US banking system is now burdened with a MTM loss of around USD 620 bn.
Empirical evidence has shown that in periods of high rates, asset bubbles burst. Two asset classes have taken a hit –
cryptocurrency and venture capital. The market capitalization of cryptocurrency, an asset whose classification as an
asset class itself has always been a suspect, has plummeted from its peak of USD 3 tn to nearly USD 800 bn, in just over
a span of one year.
For the second asset class – venture capital and more appropriately, its valuation, the picture is further opaque. With
the failure of the Silicon Valley Bank, it seems a long winter has set-in in the start-up world. In times to come, with lack
of incremental capital funding, we may witness large layoffs and closure of many start-ups not only in the US, but world
over.
These events over the past year have impacted investor sentiments negatively. Investors are now more than ever,
investing with caution. Post the aftermath of FTX, the famous crypto-exchange, investors are allocating funds towards
investments which are well understood and regulated.
Further, the turbulence in global financial markets has ensued uncertainty in gold prices and has once again made it a
safe heaven. With growing demand for gold from central banks, gold prices are testing previous highs around the level
of USD 2,000/ounce. The “de-dollarization” strategy being adopted by central banks has led to this incremental demand.
2,000
1,800
USD/Oz
1,600
1,400
1,200
1,000
Apr-13
Apr-14
Apr-15
Apr-16
Apr-17
Apr-18
Apr-19
Apr-20
Apr-21
Apr-22
Apr-23
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
It may be observed that the global uncertainties have driven re-allocation of capital towards precious metals resulting in
increased returns over the past five years. Equity investors need to remain cautious that this trend does not extrapolate
itself going forward.
INDIAN MARKETS :
The Russian invasion of Ukraine started on February 2022. The world thereafter had to deal with disruptions in food and
energy supplies of a magnitude which was not experienced in recent memory. The impact on India remained marginal,
mainly on account of the astute foreign policies and efficient food grain distribution by the government. Consequently,
in India, large & small companies and the services sector has not been substantially negatively impacted. Even so, the
year FY 2022-23 recorded a lower earnings growth for the Nifty 50 companies than what was estimated by analysts at
the beginning of the financial year. The Nifty 50 recorded an approximate fall of 2.5%, but showed impressive resilience
given the global circumstances & food grain distribution, as is visible in the following chart.
18,000
3,000
16,000
2,500
14,000
12,000 2,000
Jul-22
Nov-22
Dec-22
Jan-22
Feb-22
Mar-22
Apr-22
May-22
Jun-22
Aug-22
Sep-22
Jan-23
Feb-23
Mar-23
Apr-23
Oct-22
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
US Inflation
10%
9.1
9% 8.5 8.6 8.5
8.3 8.3 8.2
8% 7.7
7.1
7% 6.5 6.4
6.0
6%
5%
Apr-22
Oct -22
Jun -22
Jul -22
Jan -23
Mar -22
Aug-22
Sep -22
Nov -22
Dec -22
Feb -23
May -22
During the year FY 2022-23, your Company has contributed a total of ` 665.48 lacs towards CSR activities, with interventions
focusing on providing quality education, improving healthcare systems, increasing environmental sustainability, animal
welfare, senior citizen care and other bespoke programmes. Details of CSR contributions for FY 2022-23 are given in
Annexure B.
Last but not the least, your Company is committed to a sustainable future; and is fervently working towards achieving the
Tata group’s goal of being Net-Zero by 2045. Your Company has implemented its Sustainability Strategy during the last
fiscal, which resulted in offsetting its Carbon Liabilities (Scope 1 and 2 GHG emissions) for FY 2022-23. The Company has
successfully retired 45 Verified Emission Reductions (VERs) under the aegis of the Gold Standards Certification Program
through the 400 MW Solar Power Project at Bhadla, Rajasthan, India. The project helps reduce anthropogenic emissions
of greenhouse gases estimated at ~694,471 tCO2e p.a., thereon replacing 732,874 MWh/year amount of electricity with
renewable energy. The generated electricity is exported to the regional grid system, which in turn diversifies the mix of
thermal/fossil-fuel based power plants connected to national grid.
7. FIXED DEPOSITS :
The Company has not accepted any public deposits under the provisions of the Companies Act, 2013 (‘Act’).
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
Subsidiary Company
The Company has a subsidiary Simto Investment Company Ltd. (Simto) which is registered as a NBFC with the Reserve Bank
of India. The Company manages its portfolio endeavouring to capitalize on activities arising out of short term volatility
in the market. Simto’s resources have been augmented during the year FY 2022-23 both with quasi-equity infusion of
` 150.00 crores in the form of 8.70% Compulsorily Cumulative Convertible Preference Shares issued on a rights basis to
its shareholders and an issuance of ` 250.00 crores of Commercial Paper. The fair value of assets of the Company was
` 469.52 crores as on 31st March, 2023.
Associate Companies
1. Tata Asset Management Private Ltd.
The Company holds 32.09% of the equity share capital of Tata Asset Management Private Ltd., whose principal
activity is to act as an investment manager to Tata Mutual fund and the Company is registered with Securities
Exchange Board of India (“SEBI”) under the SEBI (Mutual Fund) Regulations 1996 and has a track record of 25 years
in investment management. The Assets Under Management (AUM) of the Company as on 31st March, 2023 is
` 98,664.38 crores. The consolidated turnover of the company during the year was ` 390.17 crores (previous year|
` 347.07 crores) and Profit after tax for the year was ` 110.48 crores (previous year ` 104.42 crores). The company has
a net worth of ` 470.07 crores as on 31st March, 2023 (previous year ` 410.41 crores).
17. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE :
The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace,
in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act 2013 and the Rules thereunder. The Policy aims to provide protection to employees at the workplace and prevent
and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure. The Company has also constituted an Internal
Complaints Committee, known as the Prevention of Sexual Harassment (“POSH”) Committee, to inquire into complaints
of sexual harassment and recommend appropriate action.
The Company had no complaints of sexual harassment at the beginning of the year and has not received any complaints
during the financial year. Accordingly, there are no complaints pending at the end of the financial year 2022-2023.
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
Based on the recommendation of the Nomination and Remuneration Committee and the Audit Committee, the Board of
Directors of the Company has approved the appointment of Mr. Manoj Gupta as Chief Financial Officer of the Company
and Mr. Jamshed Patel as the Company Secretary and Compliance Officer of the Company w.e.f. 1st July, 2023.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March,
2023 are: Mr. Amit N. Dalal, Executive Director and Mr. Manoj Kumar CV, Chief Financial Officer and Company Secretary
(upto 30th June, 2023).
Details pertaining to Director seeking re-appointment together with other directorships and committee membership
have been given in the annexure to the Notice of the AGM in accordance with the requirements of the SEBI Listing
Regulations and Secretarial Standard-2 on General Meetings.
21. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS :
Pursuant to the provisions of the Act and SEBI Listing Regulations the Board has carried out an annual evaluation
of its own performance, the performance of the Directors individually as well as the evaluation of the working of its
Committees.
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the
Performance Evaluation process for the Board, its committees and individual Directors, including the Chairman of the
Company. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India on 5th January, 2017.
For evaluating the Board as a whole, views were sought from the Directors on various aspects of the Board’s functioning
such as degree of fulfilment of key responsibilities, Board Structure and composition, establishment, delineation of
responsibilities to various committees, effectiveness of Board processes, information and functioning, Board culture and
dynamics, quality of relationship between the Board and the management.
Similarly, views from the Directors were also sought on performance of individual Directors covering various aspects such
as attendance and contribution at the Board/Committee Meetings and guidance/support to the management outside
Board/Committee Meetings. In addition, the chairman was also evaluated on key aspects of his role, including setting
the strategic agenda of the Board, encouraging active engagement by all Board members and promoting effective
relationships and open communication, communicating effectively with all stakeholders and motivating and providing
guidance to the Executive Director.
Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities,
adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the
Committee with the Board and the Management.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance
evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also
reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the
performance of the Board, its Committees and of individual Directors.
23. AUDITORS :
STATUTORY AUDITORS :
In terms of the RBI Guidelines and related FAQs for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors
(SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) [the “RBI Guidelines”] dated 27th April,
2021, entities with asset size of ₹15,000 crore and above as at the end of previous year, the statutory audit should be
conducted under joint audit of a minimum of two audit firms [Partnership firms/Limited Liability Partnerships (LLPs)].
M/s. Suresh Surana & Associates LLP, Chartered Accountants, (Firm Registration No. 121750W/W-100010), were appointed
as Statutory Auditors till conclusion of the 87th Annual General Meeting of the Company and M/s Gokhale & Sathe,
Chartered Accountants (Firm Registration No. 103264W), were appointed as Joint Statutory Auditors till conclusion of
the 86th Annual General Meeting of the Company.
Subject to the approval of the Members, the Board of Directors of the Company has recommended the re-appointment
of M/s Gokhale & Sathe, Chartered Accountants (Firm Registration No. 103264W) as the Joint Statutory Auditors of the
Company pursuant to Section 139 of the Act, from the conclusion of this Annual General Meeting of the Company till the
conclusion of the 88th Annual General Meeting to be held in the year 2025. Members’ attention is drawn to a Resolution
proposing the appointment of M/s Gokhale & Sathe, Chartered Accountants (Firm Registration No. 103264W), as Joint
Statutory Auditors of the Company which is included at Item No. 5 of the Notice convening the Annual General Meeting.
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
As per the provisions of Section 139 of the Act, they have given their consent for the appointment and confirmed that
the appointment, if made, would be in accordance with the conditions as prescribed under the Act and applicable Rules
and the RBI Guidelines.
The Audit Report of M/s. Suresh Surana & Associates LLP and M/s. Gokhale & Sathe, Chartered Accountants on the
Financial Statements of the Company for the Financial Year 2022-23 is a part of the Annual Report. The Report does not
contain any qualification, reservation, adverse remark or disclaimer.
SECRETARIAL AUDITORS :
Pursuant to provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s. Parikh & Associates, Company Secretaries, to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as “Annexure C”.
The Secretarial Audit Report for the financial year ended 31st March, 2023 does not contain any qualification, reservation,
adverse remark or disclaimer.
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
31. ACKNOWLEDGEMENTS :
The Board wishes to place on record their sincere appreciation for the continued support which the Company has
received from all its stakeholders and above all, its employees.
NOEL N. TATA
Chairman
DIN: 00024713
Mumbai, 5th May, 2023
Registered Office:
Tata Investment Corporation Limited
CIN L67200MH1937PLC002622
Elphinstone Building
10 Veer Nariman Road
Mumbai 400 001
Tel. No. 6665 8282, Fax No.6665 7917
E-mail address: [email protected]
Website: www.tatainvestment.com
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(` in lacs)
Particulars Simto Investment
Company Limited
1. Reporting period for the subsidiary concerned, if different from the holding company’s N.A
reporting period
2. Reporting currency and Exchange rate as on the last date of the relevant Financial year in N.A
the case of foreign subsidiaries.
3 Date of acquiring subsidiary 31-08-2012
4. Share capital 152.79
5. Other Equity (including application money) 22,703.33
6. Total assets 46,951.70
7. Total Liabilities 24,095.58
8. Investments 45,793.61
9. Turnover 744.50
10. Profit before taxation (274.33)
11. Provision for taxation 288.22
12. Profit after taxation (562.55)
13. Total Comprehensive Income (570.24)
14. Proposed Dividend -
15. % of shareholding 97.70
(` in lacs)
Tata Asset Tata Trustee Amalgamated
Name of the Associates Management Pvt. Ltd. Company Pvt. Ltd. Plantations Pvt. Ltd.
(Associate) (Associate) (Associate)
1. Latest audited Balance Sheet Date 31.03.2023 31.03.2023 31.03.2023
2. Date of acquiring associate 27.03.1995 05.01.2010 31.03.2009
3. Shares of Associate/ Joint Venture held by
the Company on the year end
No. 8,424,731 2,75,000 36,600,000
Amount of Investment in Associates/Joint
Venture 1,950.09 2.62 3,660.00
Extend of Holdings % 32.09% 50.00% 24.61%
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
(` in lacs)
Tata Asset Tata Trustee Amalgamated
Name of the Associates Management Pvt. Ltd. Company Pvt. Ltd. Plantations Pvt. Ltd.
(Associate) (Associate) (Associate)
4. Description of how there is significant There is significant influence due to percentage (%) of Share Capital
influence
5. Reason why the associate/ joint venture is - - -
not consolidated
6. Net worth attributable to Shareholding as 16,075.15 510.21 Nil
per latest Balance Sheet
7. Profit/ Loss for the year
(i) Considered in Consolidation 3,544.26 21.53 Nil
(ii) Not Considered in Consolidation - - -
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1. Brief outline on CSR Policy of the Company. Tata Investment Corporation Limited is committed to
contributing to the improvement in the quality of life of
individuals and empowerment of institutions which serve the
community. The Company aims to involve itself in projects and
programmes, with due consideration to the environment and
existing conditions. Whilst all communities may benefit from
the Company’s CSR activities, it would focus on those groups
that are socially and economically weaker sections.
The Company has framed its CSR Policy in compliance with the
provisions of the Companies Act 2013 and the same is placed
on the Company’s website at weblink: https://tatainvestment.
com/wp-content/uploads/2022/03/TICL-CSR-Policy.pdf
2. Composition of CSR Committee. Mr. F.N. Subedar, Chairman
Mr. A.N. Dalal
Mr. Suprakash Mukhopadhyay
Mr. V. Chandrasekaran
F or number of meetings of CSR Committee held during the
year under review and attended by members, please refer the
Corporate Governance report
3. Web-link(s) where Composition of CSR https://tatainvestment.com/committees-of-the-board/
Committee, CSR Policy and CSR Projects https://tatainvestment.com/wp-content/uploads/2022/03/
approved by the board are disclosed on the TICL-CSR-Policy.pdf
website of the company.
https://tatainvestment.com/wp-content/uploads/2023/06/
List-of-CSR-Projects.pdf
4. Executive summary along with web-link(s) Not Applicable
of Impact Assessment of CSR Projects carried
out in pursuance of sub-rule (3) of rule 8, if
applicable.
5. (a) Average net profit of the company as per ` 31,695 lacs
sub-section (5) of section 135.
(b) Two percent of average net profit of the ` 633.90 lacs
company as per sub-section (5) of section
135.
(c) Surplus arising out of the CSR Projects or -
programmes or activities of the previous
financial years.
(d) Amount required to be set-off for the -
financial year, if any.
(e) Total CSR obligation for the financial year ` 633.90 lacs
[(b)+(c)-(d)].
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S. Name of the Item from the Local area Location of Amount Mode of Mode of Implementation
No. Project list of activities (Yes/No). the project. spent for the implemen- - Through Implementing
in Schedule VII (State/ project tation - Agency
to the Act. District) (` In lacs) Direct
(Yes/No) Name of CSR
institution Registration
number
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
S. Name of the Item from the Local area Location of Amount Mode of Mode of Implementation
No. Project list of activities (Yes/No). the project. spent for the implemen- - Through Implementing
in Schedule VII (State/ project tation - Agency
to the Act. District) (` In lacs) Direct
(Yes/No) Name of CSR
institution Registration
number
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S. Name of the Item from the Local area Location of Amount Mode of Mode of Implementation
No. Project list of activities (Yes/No). the project. spent for the implemen- - Through Implementing
in Schedule VII (State/ project tation - Agency
to the Act. District) (` In lacs) Direct
(Yes/No) Name of CSR
institution Registration
number
14. Contribution Promotion of Yes Maharashtra, 10.00 No Sri Auro Mira CSR00000510
towards education Mumbai Service Society
Scholarships for (Delhi)
underprivileged
children
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
S. Name of the Item from the Local area Location of Amount Mode of Mode of Implementation
No. Project list of activities (Yes/No). the project. spent for the implemen- - Through Implementing
in Schedule VII (State/ project tation - Agency
to the Act. District) (` In lacs) Direct
(Yes/No) Name of CSR
institution Registration
number
16. Contribution Education and Yes Maharashtra, 10.00 No The Anchorage CSR00009674
towards Promoting Mumbai
Vocational livelihood
training to enhancement
people suffering activities
from intellectual
disabilities
17. Contribution Health Care Yes Maharashtra, 8.96 Yes Cama & Alblees -
towards an Mumbai Hospital
ambulance for
transportation of
patients
19. Contribution Animal Welfare Yes Maharashtra, 5.00 No Animals Matter CSR00003005
towards welfare Mumbai To Me (AMTM)
of animals
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S. Name of the Item from the Local area Location of Amount Mode of Mode of Implementation
No. Project list of activities (Yes/No). the project. spent for the implemen- - Through Implementing
in Schedule VII (State/ project tation - Agency
to the Act. District) (` In lacs) Direct
(Yes/No) Name of CSR
institution Registration
number
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the
Company during the audit period) and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the
Company during the audit period)
(vi) Other laws specifically applicable to the Company namely
1. The Reserve Bank of India Act, 1934
2. Directions issued under the Reserve Bank of India Act, 1934
3.
Non-Banking Financial Company-Systemically important non-deposit taking company (Reserve Bank)
Directions, 2016
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board and General
Meetings.
(ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India
Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review, the Company has generally complied with the provisions of the Act, Rules,
Regulations, Guidelines, standards etc. mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. There was no change in the composition of the Board of Directors that took
place during the period under review.
Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda
were sent at least seven days in advance other than those held at shorter notice, and a system exists for seeking
and obtaining further information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.
As per the minutes, the decisions at the Board Meetings were taken unanimously.
We further report that there are adequate systems and processes in the Company commensurate with the size
and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and
guidelines.
We further report that during the audit period no events occurred which had bearing on the Company’s affairs in
pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
‘Annexure A’
To,
The Members
Tata Investment Corporation Limited
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
15. Products/Services sold by the entity (accounting for 90% of the entity’s turnover) :
S. Product/Service NIC Code % of total Turnover contributed
No.
1. Same as question 14 6430 Same as question 14
III. Operations :
16. Number of locations where plants and/or operations/offices of the entity are situated :
Location Number of plants Number of offices Total
National - 1 1
International - - -
The Company operates from one location from its Registered Office situated in Mumbai, India.
IV. Employees
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Permanent
4.76% 9.52% 14.28% - - - 9.10% 4.55% 13.65%
Employees
Permanent
- - - - - - - - -
Workers
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S. Name of the holding/ Indicate whether % of shares held Does the entity
No. subsidiary/ associate companies/ holding/ by listed entity indicated at
joint ventures (A) Subsidiary/ column A,
Associate/ Joint participate in
Venture the Business
Responsibility
initiatives of the
listed entity? (Yes/
No)
1. Simto Investment Company Ltd. Subsidiary 97.70 No
2. Tata Asset Management Private Ltd. Associate 32.09 No
3. Tata Trustee Company Private Ltd. Associate 50.00 No
4. Amalgamated Plantations Private Ltd. Associate 24.61 No
22. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013 : Yes
(ii) Turnover (in `) - ` 31,695.00 lacs*
(iii) Net worth (in `) - ` 1,940,225.25 lacs
*Average of previous 3 financial years
23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on
Responsible Business Conduct :
There was no case of violation of Tata Code of Conduct in 2022-23 and no case was reported under the Company’s
whistle blower policy, Anti Bribery and Anti-Corruption Policy during the year.
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
The details of each of the material issues is detailed in the table below :
1. Corporate Governance and Ethics
2. Talent Management
3. Sustainable Investing
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Disclosure Questions P P P P P P P P P
1 2 3 4 5 6 7 8 9
Policy and Management Processes
1. a. Whether your entity’s policy/ Yes Yes Yes Yes Yes Yes Yes Yes Yes
policies cover each principle
and its core elements of the
NGRBCs. (Yes/No)
b.
Has the policy been Yes Yes Yes Yes Yes Yes Yes Yes Yes
approved by the Board? (Yes/
No)
c. Web Link of the Policies, if • Tata Code of Conduct (TCoC);
available. • Corporate Social Responsibility Policy
• Whistle Blower Policy
• Sustainability Policy
• Policy on Prevention of Sexual Harassment of Women at Workplace
• Anti-Bribery and Anti-Corruption policy.
All Mandatory policies are available on the website of the Company. (https://
tatainvestment.com/investor-information/)
2. Whether the entity has translated Yes Yes Yes Yes Yes Yes Yes Yes Yes
the policy into procedures. (Yes /
No)
3. Do the enlisted policies extend to The policies have been communicated to all the internal stakeholders. Tata Code
your value chain partners? (Yes/ of Conduct has been communicated to other external stakeholders based on their
No) relevance.
4.
Name of the national No No No No No No No No No
and international codes/
certifications/labels/ standards
(e.g. Forest Stewardship Council,
Fairtrade, Rainforest Alliance,
Trustea) standards (e.g. SA 8000,
OHSAS, ISO, BIS) adopted by
your entity and mapped to each
principle.
5. Specific commitments, goals and The Company has developed detailed action plans and goals for each of the
targets set by the entity with material issues aligned with the NGRBC principles, these will be detailed under the
defined timelines, if any. relevant principle in section C of this Report.
6. Performance of the entity against
the specific commitments, goals
Detailed under the relevant principles in section C of this Report.
and targets along-with reasons in
case the same are not met.
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Disclosure Questions P P P P P P P P P
1 2 3 4 5 6 7 8 9
Governance, Leadership and Oversight
7. Statement by Director responsible The Company is deeply committed to achieving ESG-related objectives and
for the business responsibility continues to prioritize related agenda over the near and medium term. The
report, highlighting ESG Company’s focus on ESG parameters is best reflected through values that are
related challenges, targets and imbibed in all spheres of activity of the Company.
achievements (listed entity The Company has adopted the Tata Code of Conduct which guides interactions
has flexibility regarding the with all key stakeholders including employees, vendors, communities, investors,
placement of this disclosure environment & society at large.
Corporate Social Responsibility is an integral part of it’s culture. One of the key
features of its CSR projects is focus on participatory and collaborative approach
with the community.
8.
Details of the highest authority
responsible for implementation
Executive Director.
and oversight of the Business
Responsibility policy(ies).
9. Does the entity have a specified
Committee of the Board/ Director
Yes, Corporate Social Responsibility Committee
responsible for decision making
Details on: https://tatainvestment.com/committees-of-the-board/
on sustainability related issues?
(Yes / No). If yes, provide details.
10. Details of Review of NGRBCs by the Company:
Subject for Review Indicate whether review was Frequency
undertaken by Director / Committee (Annually/ Half yearly/ Quarterly/
of the Board/ Any other Committee Any other – please specify)
P P P P P P P P P P P P P P P P P P
1 2 3 4 5 6 7 8 9 1 2 3 4 5 6 7 8 9
Performance against As a practice, policies on business responsibility of the Company are reviewed
Above policies and follow up action periodically or on a need basis by the Senior Leadership Team. During this
assessment, the efficacy of the policies is reviewed and necessary changes to
policies & procedures are implemented.
Compliance with statutory
requirements of relevance to the All compliance requirements with respect to the NGRBC principles have been
principles, and, rectification of any fulfilled.
non-compliances
11.
Has the entity carried out P P P P P P P P P
independent assessment/ 1 2 3 4 5 6 7 8 9
evaluation of the working of its
policies by an external agency?
Yes, Tata Sustainability Group.
(Yes/No). If yes, provide name of
the agency.
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Disclosure Questions P P P P P P P P P
1 2 3 4 5 6 7 8 9
12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:
The entity does not consider the
Principles material to its business
(Yes/No)
The entity is not at a stage where
it is in a position to formulate and
implement the policies on specified
principles (Yes/No) All Principles are covered by the Policies.
The entity does not have the financial
or/human and technical resources
available for the task (Yes/No)
It is planned to be done in the next
financial year (Yes/No)
Any other reason (please specify)
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2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by
the entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial
year, in the following format (Note: the entity shall make disclosures on the basis of materiality as specified in
Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 and as disclosed on the
entity’s website) :
Not Applicable as no fines or penalties have been imposed in the reporting period.
Monetary
NGRBC Name of the Amount Brief of the Has an appeal been
Principle regulatory/ (In `) Case preferred? (Yes/No)
enforcement agencies/
judicial institutions
Penalty/ Fine
Settlement NIL
Compounding Fee
Non-Monetary
NGRBC Name of the Amount Brief of the Has an appeal been
Principle regulatory/ (In `) Case preferred? (Yes/No)
enforcement agencies/
judicial institutions
Imprisonment
NIL
Punishment
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary
or non-monetary action has been appealed.
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available,
provide a web-link to the policy.
Yes, The Company has an Anti-bribery and Anti-corruption policy. The Policy has been developed in alignment of Tata
Code of Conduct and group guidelines.
Web link - https://tatainvestment.com/investor-information/
5.
Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law
enforcement agency for the charges of bribery/ corruption :
No such action taken during the financial year 2022-23 and 2021-22.
7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by
regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest.
Not applicable.
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Leadership Indicators
1. Awareness programs conducted for value chain partners on any of the Principles during the financial year :
Total Number of awareness Topics/principles covered under % of value chain partners covered
programs held the training (by the value of business done
with such partners) under the
awareness programs
Not applicable since the Company is an Investment company.
2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board?
(Yes/No) If Yes, provide details of the same.
Yes, every Director of the Company discloses his/her concern or interest in the Company or companies or bodies
corporate, firms, or other association of individuals and any change therein, annually or upon any change, which includes
the shareholding.
Further, a declaration is also taken annually from the Directors under the Code of Conduct confirming that they will
always act in the interest of the Company and ensure that any other business or personal association which they may
have, does not involve any conflict of interest with the operations of the Company and the role therein.
In the Meetings of the Board, the Directors abstain from participating in the items in which they are concerned or
interested.
For identifying and tracking conflicts of interest involving the Directors/KMPs of the Company, the Secretarial team
maintains a database of the Directors and the entities in which they are interested. This list is shared with the Finance &
Accounts department for monitoring and tracking transaction(s) entered by the Company with such parties. Additionally,
the Senior Management also affirms annually that they have not entered into a material, financial and commercial
transactions, which may have a potential conflict with the interest of the Company at large.
PRINCIPLE 2: Businesses should provide goods and services in a manner that is sustainable and safe
Essential Indicators
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the
environmental and social impacts of product and processes to total R&D and capex investments made by the
entity, respectively.
2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
Not applicable.
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3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of
life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
Not applicable. The Company is engaged only in investment activities as a Non-Banking Financial Company and does
not have any goods and raw materials utilization as a part of its products and services. However, the Company is also
cognizant of its role in supporting environmental sustainability. As part of the above initiative, the Company sources its
office stationery which confirms with FSC certification and gradually increasing the LED power saving equipment.
4. W
hether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether
the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution
Control Boards? If not, provide steps taken to address the same.
No.
Leadership Indicators
1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing
industry) or for its services (for service industry)? If yes, provide details in the following format?
3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing
industry) or providing services (for service industry).
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled,
and safely disposed, as per the following format :
FY 2022-23 FY 2021-22
Re-Used Recycled Safely Re-Used Recycled Safely
Disposed Disposed
Plastics (including packaging) - 0.01 - - 0.01 -
E-waste - 0.04 - - 0.01 -
Hazardous waste - - - - - -
Other waste - 0.15 - - 0.29 -
Note: Tata Investment Corporation Limited is committed to responsible waste management and takes measures to
dispose of plastics, e-waste, and other waste in an environmentally sustainable manner.
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5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category.
Not applicable.
PRINCIPLE 3: Businesses should respect and promote the well-being of all employees, including those in their value
chains
Essential Indicators
1. a. Details of measures for the well-being of employees :
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2. Details of retirement benefits, for Current Financial Year and Previous Financial Year.
3. Accessibility of workplaces Are the premises / offices of the entity accessible to differently abled employees and
workers, as per the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps
are being taken by the entity in this regard.
Yes, the office is accessible to differently abled employees.
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so,
provide a web-link to the policy.
Yes, this is addressed in the Tata Code of Conduct.
Weblink: - https://www.tata.com/about-us/tata-code-of-conduct
5. Return to work and Retention rates of permanent employees and workers that took parental leave.
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and
worker? If yes, give details of the mechanism in brief.
Permanent workers
The Company does not have any Workers under employment.
Other than permanent workers
The Company follow an “open-door” approach. Any employee having issues
Permanent employees
with related to work may contact senior management freely.
Other than permanent employees The Company does not have employees other than Permanent Employees.
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7. Membership of employees and worker in association(s) or Unions recognized by the listed entity :
- Female 4 - - 4 - -
Total - - - - - -
Permanent
Workers
- Male
Not applicable.
- Female
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Employees
Male 17 17 100 19 19 100
Female 4 4 100 4 4 100
Total 21 21 100 23 23 100
Workers
Male
b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine
basis by the entity?
Due to the nature of the work, there are no critical occupational health and safety risks.
c. Whether you have processes for workers to report the work-related hazards and to remove themselves from
such risks. (Y/N) -
As an investment company, Tata Investment Corporation Limited does not employ workers. However, the Company
encourages all stakeholders to track and reduce any potential work-related hazards. The Company ensures that all
necessary actions are taken to mitigate the risks and provide a safe work environment.
d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services?
(Yes/ No)-
Yes, the Company is committed to the health and wellbeing of its employees and provides access to comprehensive
medical and healthcare services, including Mediclaim Insurance, Group Personal Accident Policy, and Group Term
Insurance Policy. This ensures that employees have access to necessary healthcare services, not only in the workplace
but also outside of work.
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12. Describe the measures taken by the entity to ensure a safe and healthy work place.
The Company has identified health and safety of its employees as one of its focus areas during ESG strategy development.
The following steps are taken to enhance the health and safety of employees.
• Ensure regular health check-ups • Provision of regular safety training including mock
• Conduct awareness sessions. drills.
• Explore provisions of improved access to health and • Build a culture of safety and introduce best practices.
emergency services
• Provide employee assistance program.
The Company has also identified the KPIs and targets for Health and Safety, as shown below:
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Filed during the year % of your plants and offices that were assessed (by entity
or statutory authorities or third parties)
Health and safety practices 100%; Company operates from one location in Mumbai
Working Conditions 100%; Company operates from one location in Mumbai
15 Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on
significant risks / concerns arising from assessments of health & safety practices and working conditions.
There were no safety related incidents or significant risks/concerns related to health and safety.
Leadership Indicators
1. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees
(Y/N) (B) Workers (Y/N)
Yes. All employees are covered under the Group Insurance Policy.
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited
by the value chain partners.
The Company monitors and tracks the compliance related to statutory dues by contractors supplying third party
resources. Periodic audits are also conducted to ensure compliance.
3. Provide the number of employees / workers having suffered high consequence work- related injury / ill-health
/ fatalities (as reported in Q11 of Essential Indicators above), who have been are rehabilitated and placed in
suitable employment or whose family members have been placed in suitable employment :
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4. Does the entity provide transition assistance programs to facilitate continued employability and the management
of career endings resulting from retirement or termination of employment? (Yes/ No)
Yes.
6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from
assessments of health and safety practices and working conditions of value chain partners.
Not applicable.
PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders
Essential Indicators
1. Describe the processes for identifying key stakeholder groups of the entity.
The key stakeholders of the Company were identified and prioritized during the materiality exercise conducted with
facilitation from Tata Sustainability Group.
2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder
group.
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Leadership Indicators
1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and
social topics or if consultation is delegated, how is feedback from such consultations provided to the Board.
The Company has always maintained that a constant and proactive engagement with key stakeholders enables the
Company to better communicate its strategies and performance. A continuous engagement helps align expectations,
thereby enabling the Company to better serve its stakeholders. The Board is kept abreast of various developments and
feedback on the same is sought from the Directors.
2. Whether stakeholder consultation is used to support the identification and management of environmental, and
social topics (Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on these
topics were incorporated into policies and activities of the entity.
Yes, through materiality assessment, the Company engages with various stakeholders in terms of identifying and
prioritizing the issues pertaining to economic, environmental, and social topics.
3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/
marginalized stakeholder groups.
The Company is committed to contributing to the improvement in the quality of life of individuals and empowerment
of institutions which serve the community. The Company aims to involve itself in projects and programmes, with due
consideration to the environment and existing conditions.
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2. Details of minimum wages paid to employees and workers, in the following format :
Category FY2022-23 FY2021-22
Total Equal to More than Total Equal to More than
(A) Minimum Wage Minimum Wage (D) Minimum Wage Minimum Wage
Female
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Male Female
4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues
caused or contributed to by the business? (Yes/No)
Yes.
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
Human Rights is one of the core values of the Company. The Company is committed to maintaining a safe and harmonious
business environment and workplace for everyone, irrespective of ethnicity, region, sexual orientation, race, caste,
gender, religion, disability, work, designation, and such other parameters.
FY 2022-23 FY 2021-22
7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
The Company has a POSH Committee as well as an Internal Committee and Whistle Blower Policy to prevent adverse
consequences to the complainant in discrimination and harassment cases. Further, the Company is guided by the Tata
Code of Conduct.
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8. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
Yes, the coverage is as part of Tata Code of Conduct clauses.
10. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from
the assessments at Question 9 above.
Not applicable.
Leadership Indicators
1. Details of a business process being modified / introduced as a result of addressing human rights grievances/
complaints.
None, due to NIL grievance.
2. Details of the scope and coverage of any Human rights due diligence conducted.
None.
3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of
Persons with Disabilities Act, 2016?
Yes, the office is accessible to differently abled persons.
5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from
the assessments at Question 4 above.
None.
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PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment
Essential Indicators
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format :
*Note - Figures are not comparable with previous year owing to the COVID-19 pandemic, office was intermittently operational.
2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance,
Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the
PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if
any :
Not applicable.
3. Provide details of the following disclosures related to water, in the following format :
The Company’s usage of water is primarily restricted to employees’ consumption purposes only.
4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and
implementation :
Not applicable.
5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format :
NOx
SOx
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6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following
format :
7. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details :
To offset its Carbon Liabilities for FY2022-23, The Company has retired 45 Verified Emission Reductions (VER) using the
Gold Standards Certification Program through the 400 MW Solar Power Project at Bhadla, Rajasthan, India. Electricity at
the power project is generated using renewable solar energy. Further, the project reduces anthropogenic emissions of
greenhouse gases estimated at ~694,471 tCO2e p.a., thereon replacing 732,874 MWh/year amount of electricity with
renewable energy. The generated electricity is exported to the regional grid system, which in turn diversifies the mix of
thermal/fossil-fuel based power plants connected to national grid.
8. Provide details related to waste management by the entity, in the following format :
9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted
by your company to reduce usage of hazardous and toxic chemicals in your products and processes and the
practices adopted to manage such wastes :
Not applicable.
10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife
sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where
environmental approvals / clearances are required, please specify details in the following format :
11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in
the current financial year :
12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water
(Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection
act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format :
Yes.
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Leadership Indicators
1. Provide break-up of the total energy consumed (in Joules or multiples) from renewable and non-renewable
sources, in the following format :
Note - Figures are not comparable with previous year owing to the COVID-19 pandemic, Office was intermittently operational.
3. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres) :
For each facility / plant located in areas of water stress, provide the following information:
(i) Name of the area
(ii) Nature of operations
(iii) Water withdrawal, consumption and discharge
Not applicable.
4. Please provide details of total Scope 3 emissions & its intensity, in the following format :
* Only listed equity investments are considered for calculating scop-3 emissions from investments. Listed equity
accounts for more than 90% of total investment portfolio. Investment emissions calculated as per estimated scope 1+2
data available at Bloomberg
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5. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide
details of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention
and remediation activities :
Not applicable.
6. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve
resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide
details of the same as well as outcome of such initiatives, as per the following format :
Not applicable.
S. No. Initiative undertaken Details of the initiative (Web- Outcome of the initiative
link, if any, may be provided
along-with summary)
1 Waste including, plastic, metal,
Waste recycling (including
paper and e-waste sent for Zero waste to the landfills.
e-waste)
recycling.
7. Does the entity have a business continuity and disaster management plan?
Yes, the Company has BCP including Disaster Recovery plan.
8. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What
mitigation or adaptation measures have been taken by the entity in this regard :
No such incident has occurred.
9. Percentage of value chain partners (by value of business done with such partners) that were assessed for
environmental impacts :
Not applicable.
PRINCIPLE 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that
is responsible and transparent
Essential Indicators
1. a. Number of affiliations with trade and industry chambers/ associations.
b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such
body) the entity is a member of/ affiliated to.
S. No. Name of the trade and industry chambers/ Reach of trade and industry chambers/
associations associations (State/National)
1 Bombay Chambers of Commerce & Industry
National
2 IMC Chamber of Commerce and Industry
2. Provide details of corrective action taken or underway on any issues related to anti- competitive conduct by the
entity, based on adverse orders from regulatory authorities.
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Leadership Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the
current financial year :
Name and brief SIA notification Date of Whether Results Relevant web
details of the No. notification conducted by an communicated link
project external agency on the public
(Yes/No) domain (Yes/No)
Not applicable.
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken
by your entity, in the following format :
Name of the State District No. of project % PAFs covered Amount paid to
project for affected families by R&R the PAFs in FY
which R&R is (PAFs) (In `)
ongoing
Not applicable.
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers :
FY 2022-23 FY 2021-22
Directly sourced from MSMEs/ small
producers
Not applicable.
Sourced directly from within the
district and neighbouring districts
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Leadership Indicators
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments
(Reference: Question 1 of Essential Indicators above) :
Not applicable.
2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts
as identified by government bodies :
3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers
comprising marginalized /vulnerable groups? (Yes/No) :
No (procurement is done based on competitiveness). However, the Company encourages marginalized and
vulnerable groups.
4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in
the current financial year), based on traditional knowledge :
Not applicable.
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related
disputes wherein usage of traditional knowledge is involved :
None.
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*No. of persons benefitted is based on India census data from 2011. Actual number of persons benefitted could be higher as
per 2023 population data.
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PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible manner
Essential Indicators
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
The Company does not have a customer interface.
2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information
about :
FY 2022-23 FY 2021-22
Received Pending Remarks Received Pending Remarks
during the resolution at during the resolution at
year end of year year end of year
Data privacy
Advertising
Cyber-security
Delivery of essential
services NIL
Restrictive Trade
Practices
Unfair Trade Practices
Other
Voluntary recalls
Not applicable.
Forced recalls
5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available,
provide a web-link of the policy.
Yes. The Company is guided by the Tata Code of Conduct (TCoC) which is a group level policy document. The policy
provides guidance on the group’s commitment to data security and maintaining data privacy of various stakeholders. In
addition, the Company has an internal policy document on cyber- and data-security. The document is not hosted on the
website of the Company.
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6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of
essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls;
penalty / action taken by regulatory authorities on safety of products / services.
Not applicable.
Leadership Indicators
1. Channels / platforms where information on products and services of the entity can be accessed (provide web
link, if available).
The Company is an investment company and does not have a customer interface. However, details about the Company’s
profile and operations can be accessed at https://tatainvestment.com/
2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.
Not applicable.
4. Does the entity display product information on the product over and above what is mandated as per local
laws? (Yes/No/Not Applicable) If yes, provide details in brief. Did your entity carry out any survey with regard to
consumer satisfaction relating to the major products / services of the entity, significant locations of operation of
the entity or the entity as a whole? (Yes/No)
Not applicable.
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[Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014]
1. The ratio of the remuneration of each Director to the median remuneration of the Employees of the Company for the
financial year 2022-23:
(Explanation: (i) the expression “median” means the numerical value separating the higher half of a population from the
lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to
highest value and picking the middle one; (ii) if there is an even number of observations, the median shall be the average
of the two middle values)
2. The percentage increase in remuneration of each Director, Chief Financial Officer & Company Secretary, if any, in the
financial year:
@ In line with the internal guidelines, no payment is made towards commission to the Non-Executive Director of the
Company, who are in full time employment with any other Tata Company.
# Since the information is for the part of the year, either current or past, the same is not comparable.
The percentage increase in the remuneration of the Chief Financial Officer & Company Secretary is 8.23%.
3. The percentage increase in the median remuneration of employees in the financial year: 8.92%.
5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof
and point out if there are any exceptional circumstances for increase in the managerial remuneration:
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The average percentage increase in the salaries of employees other than the managerial personnel in the last financial
year is 11.93%, as against an increase of 13.52% in the salary of the Executive Director (managerial personnel as defined
under the Act). The increment given to each individual employee is based on the employees’ potential, experience as
also their performance and contribution to the Company’s progress over a period of time and also benchmarked against
a comparable basket of relevant companies in India.
6. Affirmation that the remuneration is as per the Remuneration Policy of the Company
It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and
other employees adopted by the Company.
NOEL N. TATA
Chairman
DIN: 00024713
Mumbai, 5th May, 2023
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The Company seeks to adopt good corporate governance practices and ensure compliance with all relevant laws and
regulations. The Company conducts its activities in a manner that is fair and transparent and also perceived to be such by
others.
The Company is in compliance with the applicable corporate governance requirements specified in Regulation 17 to 27 read
with Schedule V and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, SEBI Listing Regulations as applicable , with regard to corporate governance.
Board of Directors :
As on 31st March, 2023, the Board of Directors of the Company comprised of eight members, of whom seven are Non-Executive
Directors. The profiles of Directors are available at https://tatainvestment.com/board-of-directors/. The composition of the
Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Companies Act, 2013
(“Act’). None of the Directors on the Board holds directorships in more than ten public companies. None of the Independent
Directors serves as an Independent Director on more than seven listed entities. The Executive Director does not serve as an
Independent Director in more than three listed entities. Necessary disclosures regarding Committee positions in other public
companies as on 31st March, 2023, have been made by the Directors. None of the Directors are related to each another.
All Independent Directors are Non-Executive directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations
read with Section 149(6) of the Act along with rules framed thereunder. In terms of Regulation 25(8) of SEBI Listing
Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their ability to discharge their duties. A Declaration on compliance with Rule 6(3)
of the Companies (Appointment and Qualification of Directors Rules), 2014 along with a declaration as provided in the
Notification dated October 22, 2019, issued by the Ministry of Corporate Affairs (“MCA”), regarding the requirement relating
to enrolment in the Data Bank for Independent Directors, has been received from all the Independent Directors, along with
declaration made under Section 149(6) of the Act. A formal letter of appointment has been issued to all the Independent
Directors. The terms and conditions of their appointment are disclosed on the Company’s website.
During the year under review, 5 Board Meetings, 16 meetings of various Committees and 1 Independent Directors Meetings
were held. The Board Meetings were held on 25th April, 2022, 26th July, 2022, 1st November, 2022, 17th January, 2023 and
6th March, 2023. The category of each Director, together with attendance at Board Meetings, name of other listed entities
in which the Director is a Director and the number of Directorships and Committee Chairmanships / Memberships held by
them in other public limited companies as well as shareholding in the Company, as on 31st March, 2023 are given below:
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Name of Directors DIN Category Board No. of Directorships No. of Membership of No. of Directorship in
of Meetings of other Indian mandatory Board Ordinary other listed entities
Director attended companies as on Committees of other Shares held (Category of
during 31st March, 2023# companies as on as on Directorship)
2022-2023 31st March, 2023@ 31st March,
2023
Chairman Member Chairman Member Ordinary
Shares
Mr. N. N. Tata 00024713 Non 5 5 5 1 2 19,145 Non Independent,
Independent Non Executive
1. Trent Limited
2. Titan Company
Limited
3. Voltas Limited
4. Tata Steel Limited
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Name of Directors DIN Category Board No. of Directorships No. of Membership of No. of Directorship in
of Meetings of other Indian mandatory Board Ordinary other listed entities
Director attended companies as on Committees of other Shares held (Category of
during 31st March, 2023# companies as on as on Directorship)
2022-2023 31st March, 2023@ 31st March,
2023
Chairman Member Chairman Member Ordinary
Shares
Mr. V. Chandrasekaran 03126243 Independent 5 - 6 5 6 - Independent, Non-
Executive
1. Tamil Nadu
Newsprint &
Papers Limited
2. Grasim Industries
Limited
3. Care Ratings
Limited
Debt Listed
4. Aseem
Infrastructure
Finance Limited
5. Aditya Birla
Housing Finance
Limited.
Mr. Rajiv Dube 00021796 Independent 5 - 2 1 1 - Independent, Non-
Executive
1. Tata Chemicals
Limited
Debt Listed
2. Tata International
Limited
Mrs. Farida Khambata 06954123 Independent 5 - 2 0 1 - Independent, Non-
Executive
1. Tata Steel Limited
#Excluding directorship in private limited companies, foreign companies & companies registered under Section 8 of the Act.
@ Including membership of Audit Committee & Stakeholders’ Relationship Committee of other public limited companies
only.
All the Directors had attended the last Annual General Meeting held on 27th June, 2022.
Committees of Directors :
Details of the various Committees of the Board of Directors of the Company as on 31st March, 2023, the number of Committee
meetings held and the number of meetings attended by each Director (shown within brackets) during the year 2022-2023
are as under:
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Asset Liability, Risk Management and IT Strategy/Steering Mr. A. Sen – Chairman (2),
Committee : Mr. A. N. Dalal (2),
(2 meetings held during the year) Mr. Suprakash Mukhopadhyay (2)
(24.06.2022, 28.11.2022)
• Investment management
• Accounting and Financial skills
• Risk Management
• Strategic thinking and decision making
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The eligibility of a person to be appointed as a Director of the Company is dependent on whether the person possesses the
requisite skill sets identified by the Board as above. Being an Investment Company which primarily invests on long term basis
in diverse sectors in capital markets, the Directors so appointed are from varied backgrounds who possess special skills with
regards to the Company’s investment activities. These are as follows :
Note : Y-Yes
Audit Committee :
The Audit Committee has been constituted in compliance with (i) Section 177 of the Act (ii) Regulation 18 of the SEBI Listing
Regulations and (iii) the Reserve Bank of India Non - Banking Financial Companies Guidelines. All the Members of the Audit
Committee, except Mr. F. N. Subedar are Independent Directors.
The terms of reference of the Audit Committee, inter alia, include:-
a) Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;
b) Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
c) Approval of payment to statutory auditors for any other services rendered by them;
d) Reviewing with the management, the annual financial statements and auditor’s report thereon before submission
to the Board for approval, with particular reference to the items mentioned in Para A (4) of Part C of Schedule II of the
SEBI Listing Regulations;
e) Reviewing with the management, the quarterly financial statements before submission to the Board for approval;
f ) Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.) (as also provided in the Act), the statement of funds utilized for purposes other
than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency
monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the
Board to take up steps in this matter;
g) Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
h) Approval or any subsequent modification of transactions of the Company with related parties;
i) Scrutiny of inter-corporate loans and investments;
j) Valuation of undertakings or assets of the Company, wherever it is necessary;
k) Evaluation of internal financial controls and risk management systems;
l) Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
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m) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit;
n) Discussion with internal auditors of any significant findings and follow up thereon;
o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
p) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-
audit discussion to ascertain any area of concern;
q) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders
(in case of non-payment of declared dividends) and creditors;
r) To review the functioning of the Whistle Blower mechanism;
s) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance
function or discharging that function) after assessing the qualifications, experience and background, etc. of the
candidate;
t) Reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary
exceeding rupees 100 crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans/
advances/investments;
u) consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation
etc., on the listed entity and its shareholders.
v) To review management discussion and analysis of financial condition and results of operations;
w) To review statement of significant related party transactions (as defined by the Audit Committee), submitted by
management;
x) To review management letters / letters of internal control weaknesses issued by the statutory auditors;
y) To review Internal audit reports relating to internal control weaknesses;
z) The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the
Audit Committee;
aa) To oversee financial reporting controls and process for material subsidiaries;
ab) To oversee compliance with legal and regulatory requirements including the Tata Code of Conduct (“TCoC”) for the
company and its material subsidiaries;
ac) To oversee the implementation of code of conduct for prevention of insider trading; and
ad) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
The Audit Committee reports its findings to the Board at the subsequent meeting and its recommendations are
implemented by the management.
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The terms of Reference of the Nomination & Remuneration Committee are as follows :
a) Recommend to the Board the setup and composition of the Board and its Committees. This shall include formulation
of the criteria for determining qualifications, positive attributes and independence of a director. The committee will
consider periodically reviewing the composition of the Board with the objective of achieving an optimum balance of
size, skills, independence, knowledge, age, gender and experience; For every appointment of an Independent Director,
the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the
Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent
Director. The person recommended to the Board for appointment as an Independent Director shall have the capabilities
identified in such description. For the purpose of identifying suitable candidates, the Committee may:
i. use the services of an external agencies, if required;
ii. consider candidates from a wide range of backgrounds, having due regard to diversity; and
iii. consider the time commitments of the candidates
b) Recommend to the Board the appointment or reappointment of Directors;
c) Devising a policy on Board diversity;
d) Recommend to the Board appointment of Key Managerial Personnel (“KMP”) and executive team members of the
Company (as defined by this committee);
e) Support the Board and Independent Directors in evaluation of the performance of the Board, its Committees and
individual Directors. This shall include formulation of criteria for evaluation of Independent Directors and the Board.
Additionally, the Committee may also oversee the performance review process of the KMP and the executive team of the
Company;
f ) Recommend to the Board the overall remuneration, , payable to Directors, executive team/ KMP, senior management as
well as the rest of the employees;
g) On an annual basis, recommend to the Board the remuneration payable to Directors, executive team and senior
management;
h) Oversee familiarisation programmes for Directors;
i) Oversee the HR philosophy, HR and People strategy and HR practices including those for leadership development,
rewards and recognition, talent management and succession planning (specifically for Board, KMP and executive team);
j) Provide guidelines for remuneration of Directors on material subsidiaries, (if any); and
k) Performing such other duties and responsibilities as may be consistent with the provisions of the Committee charter.
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Remuneration for Managing Director (“MD”)/ Executive Directors (“ED”)/ KMP/ rest of the employees :
a) The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable
for every role. Hence remuneration should be market competitive, driven by the role played by the individual, reflective
of size of the Company, complexity of the sector/ industry/ Company’s operations and the Company’s capacity to pay
consistent with recognized best practices and aligned to any regulatory requirements.
b) The remuneration mix for the MD/ EDs is as per the contract approved by the shareholders. In case of any change, the
same would require the approval of the shareholders.
c) Basic/ fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and
experience.
d) In addition to the basic/ fixed salary, the Company provides employees with certain perquisites, allowances and benefits
to enable a certain level of lifestyle and to offer scope for savings and tax optimization, where possible. The Company
also provides all employees with a social security net (subject to limits) by covering medical expenses and hospitalization
through re-imbursements or insurance cover and accidental death and dismemberment through personal accident
insurance.
e) The Company provides retirement benefits as applicable.
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f ) In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided above, the Company provides MD/
EDs such remuneration by way of commission, calculated with reference to the net profits of the Company in a particular
financial year, as may be determined by the Board, subject to the overall ceilings stipulated in Section 197 of the Act.
The specific amount payable to the MD/ EDs would be based on performance as evaluated by the Board or the NRC and
approved by the Board.
g) The Company provides the rest of the employees a performance linked bonus. The performance linked bonus would be
driven by the outcome of the performance appraisal process and the performance of the Company.
The Directors are paid sitting fees and commission in accordance with Section 197 and 198 of the Act. A total remuneration
of ` 204.8 lacs was paid to the Non-Executive Directors during the year ended 31st March, 2023. The remuneration paid
to each Non-Executive Director is given below :
(` in lacs)
Name of the Director Sitting fees paid during Commission for FY 2022- 2023
FY 2022- 2023 to be paid in FY 2023-2024
Mr. N. N. Tata 5.80 35.00
Mr. F.N. Subedar 8.60 28.00
Mr. Suprakash Mukhopadhyay@ 5.60 -
Mr. A. Sen 7.40 25.00
Mr. V. Chandrasekaran 6.20 23.00
Mr. Rajiv Dube 7.60 25.00
Mrs. Farida Khambata 4.60 23.00
TOTAL 45.80 159.00
@ In line with the internal guidelines of the Company, no payment is made towards commission to the Non-Executive Directors of
the Company, who are in full time employment with any other Tata Company.
The commission to the Non-Executive Directors is based on the net profits of the Company for the year, the number of
meetings of the Board and/or Committees attended by the Directors and their contribution to the Company in terms of
deliberations at the Board/Committee Meetings as well as in the over-all functioning of the Company. The Company does not
have a scheme for grant of stock-options to the Executive Director, Non-Executive Directors or Employees of the Company.
The Company pays remuneration by way of salary, perquisites and allowances (fixed component) and commission (variable
component) to its Executive Director. Salary and perquisites are paid within the range approved by the shareholders.
Commission payable to the Executive Director is determined with reference to performance of the individual during the
preceding year and to the net profits of the Company for the year and is determined by the Board of Directors at the end
of the financial year along with annual incremental effective 1st April for the next year based on the recommendation of
the Nomination and Remuneration Committee within the limits fixed by the shareholders and subject to over-all ceilings
stipulated in Section 197 and 198 of the Act. The specific amount sanctioned to the Executive Director is payable after the
Annual Accounts have been approved by the Board of Directors. The remuneration paid to the Executive Director during the
year 2022-2023 is given below :
(` in lacs)
Name Salary Perquisites Provident Fund Performance Bonus
for 2021-2022 paid
in 2022-23
Mr. A. N. Dalal 342.60 - 13.34 220.00
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Investment Committee :
The Investment Committee as on 31st March, 2023, comprises of Mr. N. N. Tata (Chairman), Mr. F. N. Subedar,
Mr. Suprakash Mukhopadhyay, Mr. V. Chandrasekaran and Mrs. Farida Khambata.
During the year under review, the Board has reconstituted the Committee by appointing Mrs. Farida Khambata as member
of the Investment Committee with effect from 6th March, 2023.
The investment policy and specific recommendations form an important part of the discussions at the Investment Committee
meetings. Specific investment decisions, based on detailed analysis and recommendations of the executives, are taken by
Investment Committee circulars with full disclosure and subsequent review at Board / Committee Meetings.
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The terms of reference of the Asset Liability, Risk Management & IT Strategy/Steering Committee are as follows :
1. Formulate a detailed risk management policy which shall include:
a) A frame work for identification of internal and external risks faced by the Company, in particular including financial,
operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk
as may be determined by the Committee;
b) Measures for risk mitigation including systems and process for internal control of identified risks and
c) Business continuity plan;
2. Ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with
the business of the Company;
3. Monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk
management systems;
4. Periodically review risk management policy, at least once in two years, including by considering the changing industry
dynamics and evolving complexity;
5. Keep the Board of Directors informed about the nature and content of its discussions, recommendations and actions to
be taken;
6. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the
Risk Management Committee;
7. Overseeing Asset Liability and IT Steering/Strategy in terms of RBI Regulations.
c) Evaluation of the quality, content and timeliness of flow on information between the Management and the Board that is
necessary for the Board to effectively and reasonably perform its duties.
All Independent Directors were present at the Meeting.
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Familiarisation Programme :
The Company has Familiarisation Programme for the Independent Directors with respect to the Company, their roles, rights,
responsibilities and details of such Familiarisation Programme is available in the Company’s website at:
https://tatainvestment.com/wp-content/uploads/2023/04/FAMILIARISATION-PROGRAMME-FOR-INDEPENDENT-
DIRECTORS.pdf
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Subsidiary Company :
The Company has an unlisted subsidiary. The Audit Committee reviews the investments made by the unlisted subsidiary
company. The minutes of the board meetings are periodically placed before the Board of Directors of the Company.
The Company has framed Policy for determining the Material Subsidiary and which is available at the Company’s website at:
https://tatainvestment.com/images/Policy%20on%20Material%20Subsidiaries.pdf
Details of special resolutions passed through postal ballot, the persons who conducted the postal ballot exercise, details of
the voting pattern and procedure of postal ballot: There was no special resolution passed through Postal Ballot during the
year.
Details of special resolution proposed to be conducted through postal ballot: None of the businesses proposed to be
transacted at the ensuing AGM requires passing of a special resolution through postal ballot.
A certificate has been received from Parikh and Associates, Practicing Company Secretaries, that none of the Directors on the
Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by
the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority.
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Disclosures :
i) There are no materially significant related party transactions of the Company which have potential conflict with the
interests of the Company at large. The Company has formulated a Related Party Transactions Policy and the same is
displayed on the Company’s website at: https://tatainvestment.com/images/Policy%20on%20Related%20Party%20
Transactions.pdf
ii) The particulars of transactions between the Company and its related parties are in accordance with Ind AS 24 & set out
in Note No.15 to the Accounts. These transactions are in the ordinary course and are not likely to have any conflict with
the interest of the Company.
iii) There were no pecuniary relationships or transactions of the non-executive directors vis-à-vis the Company, other than
payment of Board fees/commission and investments (if any) in shares / securities of the Company.
iv) There were no material transactions of the Company with its promoters, directors, management or their relatives that
may have potential conflict with the interest of the Company at large.
v) There were no penalties or strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory authority
on any matter related to capital markets at any time during the last 3 years.
vi) The Company has complied with all the mandatory and non-mandatory requirements of the SEBI Listing Regulations
relating to Corporate Governance and also complied with Clauses (b) to (i) of Regulation 46 (2) relating to the dissemination
of information on the website of the Company. The status of compliance with the non-mandatory requirements listed in
Part E of Schedule II of the SEBI Listing Regulations, is as under:
• The Non-Executive Chairman maintains a separate office, for which the Company is not required to reimburse
expenses.
• The financial statements of the Company are with unmodified audit opinion.
• The Internal Auditor reports to the Audit Committee.
vii) The Company does not have any commodity price risk, foreign exchange risk and hedging activities.
viii) An amount of ` 34.56 lacs was paid by the Company and its on a consolidated basis, to the Statutory Auditors and all
the entities in the network firm/network entity of which the Statutory Auditor is a part, for all the services rendered in
financial year 2022-23.
ix) The Company has not received any complaint of sexual harassment during the financial year 2022-23.
CEO/CFO Certification :
The Executive Director and the Chief Financial Officer & Company Secretary have certified to the Board that:
(a) They have reviewed the financial statements and the cash flow statement for the year and that to the best of their
knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
(ii) these statements together present a true and fair view of the Company’s affairs as on 31st March, 2023 and are in
compliance with the existing Ind AS, applicable laws and regulations.
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(b) There are, to the best of their knowledge and belief, no transactions entered into by the Company during the year which
are fraudulent, illegal or violative of the Company’s Code of Conduct.
(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have
evaluated the effectiveness of the internal control systems of the Company and have reported to the auditors and the
Audit Committee that they are not aware of any deficiencies in the design or operation of internal controls. In the event
such deficiencies do arise, the same shall be reported to the auditors and the Audit Committee forthwith.
(d) They have indicated to the auditors and the Audit Committee that there have been -
(i) no changes in internal control during the year;
(ii) no changes in accounting policies during the year, other than those mentioned in the Notes to the Financial
Statements,
(iii) no instances of fraud of which they have become aware and / or the involvement therein of any of the management
or any employee of the Company.
Code of Conduct :
The Company has adopted the Tata Code of Conduct for all employees of the Company, including the Executive Director. The
Board has also approved a Code of Conduct for the Non-Executive Directors of the Company, which incorporates the duties
of Independent Directors as laid down in the Act. Both the Codes are posted on the Company’s website at https://www.tata.
com/about-us/tata-code-of-conduct
A declaration to the effect that all Board members and senior management personnel have confirmed compliance with the
Code of Conduct during the year ended 31st March, 2023 duly signed by the Executive Director is annexed hereto.
The Company has adopted the Code of Conduct for Prevention of Insider Trading & Code of Corporate Disclosure Policy and
uploaded it on the website of the Company: https://tatainvestment.com/images/Code_of_Conduct.pdf.
Means of Communication :
The unaudited quarterly results and the audited results for the year are published in two English newspaper (Business
Standard, The Mint) and atleast one vernacular newspaper (Navshakti) shortly after its submission to the Stock Exchanges.
The Company’s website www.tatainvestment.com contains relevant information including matters pertaining to investor
relations, shareholder benefits, as well as quarterly/annual financial results.
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Annual General Meeting Tuesday, 27th June, 2023 at 11:00 a.m. (IST)
(Date, time and venue)
The Company is conducting the meeting through VC / OAVM pursuant to the MCA
Circular dated 5th May, 2020 and other relevant circulars and as such there is no
requirement to have a venue for the AGM. For details, please refer to the Notice of
this AGM.
Financial Year The Financial Year of the Company ends on 31st March each year.
Book Closure Date Tuesday, 13th June, 2023 to Tuesday, 20th June, 2023
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Dividend Payment A dividend of ` 48/- per share (480%) for the year ended 31st March, 2023 on the
existing Ordinary Share Capital of ` 50.60 crores, if approved, would be paid, in case
of shares held in physical form, to those Members whose names appear on the
Register of Members on 12th June, 2023, after giving effect to the transfers lodged
and found to be complete and in order. In respect of shares held in electronic form,
dividend would be paid to the beneficial owners of shares as at the end of business
hours on 12th June, 2023, furnished by National Securities Depository Ltd. and
Central Depository Services (India) Ltd.
ISIN INE672A01018
Demat of Shares Available on National Securities Depository Ltd. (NSDL) and Central Depository
Services (India) Ltd. (CDSL). 99.52% of the Company’s shares are in dematerialised
mode. Annual Custodial charges have been paid to both Depositories upto 31st
March, 2024.
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2050 60000 E
N
1900
S
1750
55000 E
1600
X
1450
1300 50000
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No. of shares %
Promoter Company and other Tata Companies............................................................................... 37,128,947 73.38
Directors & their Relatives........................................................................................................................ 36,152 0.07
Public Financial Institutions / Nationalised Banks /Insurance Companies &State
Governments................................................................................................................................................ 452,472 0.89
Non-residents / FIIs/ FPIs.......................................................................................................................... 1,002,929 1.98
Other Bodies Corporate, Clearing Members, LLP, Other Banks, Body Corporate-
NBFC, Body Corporate-Non-NBFC, Foreign Bank, Domestic-DR, IEPF, Trust, Alternate
Investment Fund ........................................................................................................................................ 1,318,990 2.61
Mutual Funds................................................................................................................................................ 15,302 0.03
Others.............................................................................................................................................................. 10,640,504 21.04
50,595,296 100.00
Distribution Schedule as on 31.03.2023 :
DECLARATION REGARDING ADHERENCE TO THE CODE OF CONDUCT BY THE BOARD MEMBERS AND SENIOR
MANAGEMENT PERSONNEL :
In accordance with Part D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015,
I hereby confirm that, all the Directors and the Senior Management Personnel of the Company have affirmed compliance to
the Code of Conduct, as applicable to them for the financial year ended 31st March, 2023.
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Independent Auditor’s Report on compliance with the conditions of Corporate Governance as per provisions of
Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended.
To,
The Members of
Tata Investment Corporation Limited
Elphinstone Building,
10,Veer Nariman Road,
Mumbai - 400001
1. The Corporate Governance Report prepared by Tata Investment Corporation Limited (“the Company”), contains the
details as required by provisions of the regulations 17 to 27, 46 (2) (b) to (i) and paras C, D and E of Schedule V of
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as
amended (“the Listing Regulations”) for the year ended 31 March 2023. This report is required by the Company for
inclusion in the Annual Report of the Company, which shall be submitted to the Stock Exchange and shareholders of
the Company.
Management’s responsibility
2. The preparation of the Corporate Governance Report is the responsibility of the Management of the Company including
the preparation and maintenance of all relevant supporting records and documents. This responsibility also includes
the design, implementation and maintenance of internal control relevant to the preparation and presentation of the
Corporate Governance Report.
3. The Management along with the Board of Directors is also responsible for ensuring that the Company complies with
the conditions of Corporate Governance as stipulated in the Listing Regulations, issued by the Securities and Exchange
Board of India.
Auditor’s Responsibility
4. Pursuant to the requirements of the Listing Regulations, our responsibility is to provide a reasonable assurance
as to whether the Company has complied with the conditions of Corporate Governance as stipulated in the Listing
Regulations.
5. We conducted our examination of the Corporate Governance Report in accordance with the Guidance Note on Reports
or Certificates for Special Purposes and the Guidance Note on Certification of Corporate Governance, both issued by the
Institute of Chartered Accountants of India (“ICAI”). The Guidance Note on Reports or Certificates for Special Purposes
requires that we comply with the ethical requirements of the Code of Ethics issued by Institute of Chartered Accountants
of India.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
7. The procedures selected depend on the auditor’s judgement, including the assessment of the risks associated in
compliance of the Corporate Governance Report with the applicable criteria. Summary of key procedures performed
include:
i) Reading and understanding of the information prepared by the Company and included in its Corporate Governance
Report;
ii) Obtained and verified that the composition of the Board of Directors with respect to executive and non-executive
directors including composition of independent directors, have been met throughout the reporting period;
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iii) Obtained and read the Register of Directors as on March 31, 2023 and verified that at least one-woman director was
on the Board of Directors during the year;
iv) Obtained and read minutes of the following meetings held from 01 April 2022 to 31 March 2023;
(a) Board of Directors
(b) Audit committee
(c) Annual General Meeting
(d) Nomination and Remuneration committee
(e) Stakeholders’ Relationship committee
(f ) Risk Management Committee
v) Obtained necessary declarations from the Directors of the Company;
vi) Obtained and read the policy adopted by the Company for related party transactions;
vii) Obtained the schedule of related party transactions during the year and balances at the year end. Obtained and
read the minutes of the audit committee meeting where in such related party transactions have been pre-approved
prior by the audit committee; and
viii) Performed necessary inquiries with the management and also obtained necessary specific representations from
the management.
8. The above-mentioned procedures include examining evidence supporting the particulars in the Corporate Governance
Report on a test basis. Further, our scope of work under this report did not involve us performing audit tests for the
purpose of expressing an opinion on the fairness or accuracy of any of the financial information or the financial
statements of the Company taken as a whole.
Opinion
9. Based on the procedures performed by us as referred in paragraph 7 above and according to the information and
explanations given to us, we are of the opinion that the Company has complied with the conditions of Corporate
Governance as stipulated in the Listing Regulations, as applicable for the year ended 31st March, 2023 referred to in
paragraph 1 above.
Other matters and Restriction on Use
10. This Report is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with
which the management has conducted the affairs of the Company.
11. This Report is addressed to and provided to the members of the Company solely for the purpose of enabling it to
comply with its obligations under the Listing Regulations and should not be used by any other person or for any other
purpose. Accordingly, we do not accept or assume any liability or any duty of care or for any other purpose or to any
other party to whom it is shown or into whose hands it may come without our prior consent in writing. We have no
responsibility to update this Report for events and circumstances occurring after the date of this Report.
Santosh Maller
Partner
Membership Number: 143824
UDIN: 23143824BGQQEB8405
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To,
TATA INVESTMENT CORPORATION LIMITED
Elphinstone Building,
10,Veer Nariman Road,
Mumbai - 400001
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Tata
Investment Corporation Limited having CIN L67200MH1937PLC002622 and having registered office at Elphinstone
Building, 10,Veer Nariman Road, Mumbai - 400001 (hereinafter referred to as ‘the Company’), produced before us by the
Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub
clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its
officers and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of
India warranted due to the spread of the COVID-19 pandemic, We hereby certify that none of the Directors on the Board
of the Company as stated below for the Financial Year ending on 31st March, 2023 have been debarred or disqualified
from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of
Corporate Affairs, or any such other Statutory Authority.
Sarvari Shah
FCS: 9697 CP: 11717
UDIN: F009697E000261058
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In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditors’ responsibilities for the audit of the standalone financial statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether
the Company has adequate internal financial controls with reference to the standalone financial statements in place and
the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a
going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures,
and whether the standalone financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements
may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone
financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on other Legal and Regulatory requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India
in terms of Section 143(11) of the Act, and on the basis of such checks of the books and records of the Company as we
considered appropriate and according to the information and explanations given to us, we give in the “Annexure A”, a
statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit;
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from
our examination of those books;
c) The balance sheet, the statement of profit and loss (including other comprehensive income), the statement of
changes in equity and the statement of cash flows dealt with by this Report are in agreement with the books of
account;
d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified
under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
e) On the basis of written representations received from the directors of the Company as on 31 March, 2023 and taken
on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2023 from being appointed
as a director in terms of Section 164(2) of the Act;
f ) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in “Annexure B”;
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
Section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration
paid by the Company to its directors during the year is in accordance with the provisions of Section 197 read with
Schedule V to the Act; and
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the
explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial
statements (Refer note 11 to the standalone financial statements);
ii. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses; and
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company.
iv. a) The Management has represented that, to the best of its knowledge and belief,no funds (which are material
either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed
funds or share premium or any other sources or kind of funds) by the Company to or in any other person
or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;
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b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been received by the Company from any person or
entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or
otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and
(ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in
accordance with Section 123 of the Act, as applicable.
b) The Board of Directors of the Company have proposed final dividend for the year which is subject to the
approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in
accordance with Section 123 of the Act, as applicable.
c) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using
accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company
with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors)
Rules, 2014 is not applicable for the financial year ended March 31, 2023.
For Suresh Surana & Associates LLP For Gokhale & Sathe
Chartered Accountants Chartered Accountants
Firm Regn. No. 121750W /W-100010 Firm Regn. No.103264W
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(Referred to in paragraph 1 under the heading ‘Report on Other Legal and Regulatory Requirements’ of our report
of even date)
i (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and
situation of its property, plant and equipment and relevant details of Right-of-use assets.
(B) The Company has maintained proper records showing full particulars of its intangible assets.
(b) The Company has a regular program of physical verification of property, plant and equipment and right-of-use
assets so to cover all the assets at reasonable intervals which, in our opinion, is reasonable having regard to the size
of the Company and the nature of its assets. Pursuant to the program, property, plant and equipment have been
physically verified by the Management during the year. According to the information and explanations given to us,
no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and the records examined by us, the Company owns
four immovable properties being apartments in Mumbai. The Company acquired these immovable properties
through the agreement between the Company and other companies of the Tata group. The common agreement
appropriately specifies the details of ownership of the four apartments owned by the Company. In respect of
immovable property taken on lease and disclosed as right of use asset in the standalone Ind AS financial statements,
the lease agreement is in the name of the Company.
(d) The Company has not revalued its property, plant and equipment (including right-of-use assets) and intangible
assets during the year.
(e) According to the information and explanations given to us, no proceedings have been initiated or are pending
against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and
rules made thereunder.
ii. (a) The Company is an investment company primarily engaged in investment in securities, debentures and other
products. Accordingly, it does not hold any inventories and hence, reporting under clause 3(ii)(a) of the Order is not
applicable.
(b) The Company has not been sanctioned working capital limits in excess of ` 5.00 crores, in aggregate, at any point
of time during the year, from banks or financial institutions on the basis of security of current assets and hence,
reporting under clause 3(ii)(b) of the Order is not applicable to the Company.
iii. According to the information and explanations given to us, during the year, the Company has made investments in
companies and other parties. In our opinion, the investments made during the year are, prima facie, not prejudicial
to the interest of the Company. Further, the Company has during the year granted loan repayable on demand to its
Subsidiary company, and the details are as follows:
(` In Lacs )
Particulars To Related party – Subsidiary Total
Aggregate of loans/advances in the nature of loan repayable on 2,000 2,000
demand
Percentage of loans/ advances in the nature of loans to total loans 100% 100%
Balance outstanding at the balance sheet date Nil Nil
In respect of the aforesaid loans provided to the subsidiary company, in our opinion the terms and conditions under
which the loan has been granted are prima facie, not prejudicial to the Company’s interest.
The Company has not provided any loans or advances in the nature of loans or stood guarantee or security, secured
or unsecured, to companies, firms, limited liability partnerships or any other parties during the year other than the
Subsidiary company and hence, reporting under clause 3(iii)(c) to 3(iii)(e) of the Order is not applicable to the Company.
iv. In our opinion and according to the information and explanations given to us, the Company has not given loan to any
director in accordance with the provisions of Section 185 of the Companies Act, 2013. The Company has not given any
loans or guarantees. The Company is a Non-banking financial company, due to which its investments are exempted
under Section 186(11)(b). The Company has not made investments through more than two layers of investment
companies in accordance with the provisions of Section 186(1) of the Act. Accordingly, the Company has complied with
the provisions of Sections 185 and 186 of the Act, as applicable.
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
v. In our opinion and according to the information and explanations given to us, the Company has not accepted any
deposits or amounts which are deemed to be deposits within the meaning of Sections 73 to 76 of the Act and the rules
made thereunder. Accordingly, reporting under clause 3(v) of the Order are not applicable to the Company.
vi. The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of
the services rendered by the Company and hence, clause 3(vi) of the Order is not applicable to the Company.
vii. In respect of statutory dues:
(a) According to the information and explanations given to us, the Company has been regular in depositing undisputed
statutory dues including provident fund, employees’ state insurance, income tax, goods and services tax, and any
other statutory dues as applicable to it with the appropriate authorities. There are no arrears in respect of these
statutory dues were outstanding as at the last day of the financial year for a period of more than six months from
the date they became payable.
(b) There are no dues referred to in subclause (a) above which have not been deposited on account of any dispute.
viii. According to information and explanations given to us, no previously unrecorded transactions have been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).
ix. (a) The Company has not taken any loans or other borrowings from any lender. Hence reporting under clause 3(ix)(a)
of the Order is not applicable to the Company.
(b) The Company has not been declared willful defaulter by any bank or financial institution or government or any
government authority.
(c) The Company has not taken any term loan during the year and there are no outstanding term loans at the beginning
of the year and hence, reporting under clause 3(ix)(c) of the Order is not applicable to the Company.
(d) The Company has not raised any loans on short basis and hence, reporting under clause 3(ix)(d) of the Order is not
applicable to the Company.
(e) On an overall examination of the financial statements of the Company, we report that the Company has not taken
any funds from any entity or person on account of or to meet the obligations of its subsidiary or associates.
(f ) According to information and explanation given to us and procedure perform by us, the company has not raised
any loans during the year and hence reporting on clause 3(ix)(f ) of the Order is not applicable to the Company.
x. (a) According to the information and explanations given to us, the Company has not raised moneys by way of public
offer (including debt instruments) during the year. Accordingly, reporting under clause 3(x)(a) of the Order is not
applicable to the Company.
(b) According to information and explanations given to us, the Company has not made any preferential allotment
or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year.
Accordingly, reporting under clause 3(x)(b) of the Order is not applicable to the Company.
xi. (a) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the standalone
financial statements and according to the information and explanations given to us, we report that no material
fraud by the Company or on the Company has been noticed or reported during the year.
(b) According to information and explanations given to us, no report under sub-section (12) of Section 143 of the Act
has been filed in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014 with the
Central Government, during the year and up to the date of this report.
(c) As represented to us by the management, there were no whistle blower complaints received by the Company
during the year.
xii. According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, reporting
under clause 3(xii) of the Order is not applicable to the Company.
xiii. According to the information and explanations given to us, in our opinion, transactions with related parties are in
compliance with Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in
the standalone financial statements as required by the applicable Indian Accounting Standards.
xiv. (a) In our opinion, the Company has an adequate internal audit system commensurate with the size and nature of its
business.
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
(b) We have considered, the internal audit reports for the year under audit, issued to the Company during the year and
till date.
xv. According to the information and explanations given to us and based on our examination of the records of the Company,
the Company has not entered into any non-cash transactions with directors or persons connected with them during the
year. Accordingly, provisions of Section 192 of the Companies Act, 2013 are not applicable to the Company.
xvi. (a) The Company is required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 and has
obtained the requisite registration as a non-banking financial institution under Section 45 – IA of the Reserve Bank
of India Act, 1934.
(b) The Company has not conducted any Non – Banking Financial activities without a valid Certificate of registration
from Reserve Bank of India as per the Reserve Bank of India Act, 1934.
(c) According to the information and explanations given to us by the management, the Company is not a Core
Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India.
(d) According to the information and explanations given to us by the management, the Group has five CICs which are
registered with the Reserve Bank of India and two CIC which is not required to be registered with the Reserve Bank
of India.
xvii. According to the information and explanations given to us, the Company has not incurred any cash losses in the financial
year and in the immediately preceding financial year.
xviii. There has been no resignation of statutory auditors during the year and accordingly reporting under clause 3(xviii) of
the Order is not applicable to the Company.
xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and
expected dates of realization of financial assets and payment of financial liabilities, other information accompanying
the standalone financial statements, our knowledge of the Board of Directors and management plans and based on
our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us
to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of
meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the
balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further
state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor
any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged
by the Company as and when they fall due.
xx. (a) There are no unspent amounts towards Corporate Social Responsibility (CSR) on other than ongoing projects
requiring a transfer to a Fund specified in Schedule VII to the Companies Act in compliance with second proviso
to sub-section (5) of Section 135 of the said Act. Accordingly, reporting under clause 3(xx)(a) of the Order is not
applicable to the Company for the year.
(b) In respect of ongoing projects, there are no amounts required to be transferred to unspent Corporate Social
Responsibility (CSR) account as specified under Section 135(6) of the Act as at the end of the previous financial
year and for the current financial year. Accordingly, reporting under clause 3(xx)(b) of the Order is not applicable to
the Company.
For Suresh Surana & Associates LLP For Gokhale & Sathe
Chartered Accountants Chartered Accountants
Firm Regn. No. 121750W /W-100010 Firm Regn. No.103264W
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
(Referred to in paragraph 2(f) under the heading ‘Report on Other Legal and Regulatory Requirements’ of our report
of even date)
We have audited the internal financial controls over financial reporting of Tata Investment Corporation Limited (“the
Company”) as of 31 March 2023 in conjunction with our audit of the standalone financial statements of the Company for the
year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal
control over financial reporting criteria established by the Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”)
issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation
and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information, as required under the Act.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls with reference to these standalone
financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on “Audit of Internal
Financial Controls Over Financial Reporting” (the “Guidance Note”) issued by the Institute of Chartered Accountants of India
and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an
audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with
reference to these financial statements was established and maintained and if such controls operated effectively in all
material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
with reference to these standalone financial statements and their operating effectiveness. Our audit of internal financial
controls with reference to these standalone financial statements included obtaining an understanding of internal financial
controls with reference to these standalone financial statements, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone
financial statements, whether due to fraud or error.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on
the Company’s internal financial controls with reference to these standalone financial statements.
Meaning of Internal Financial Controls with reference to standalone financial statements
A company’s internal financial control with reference to standalone financial statements is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company’s internal financial control with reference
to standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets
that could have a material effect on the financial statements.
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
Inherent Limitations of Internal Financial Controls with reference to standalone financial statements
Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including
the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may
occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone
financial statements to future periods are subject to the risk that the internal financial control with reference to standalone
financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone
financial statements and such internal financial controls with reference to standalone financial statements were operating
effectively as at 31 March, 2023, based on the internal financial control with reference to standalone financial statements
criteria established by the Company considering the essential components of internal control stated in the Guidance Note
on Audit of Internal Financial Control Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Suresh Surana & Associates LLP For Gokhale & Sathe
Chartered Accountants Chartered Accountants
Firm Regn. No. 121750W /W-100010 Firm Regn. No.103264W
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
In terms of our report attached For and on behalf of the Board of Directors
For SURESH SURANA & ASSOCIATES LLP For GOKHALE & SATHE N. N. TATA (DIN: 00024713) Chairman
Chartered Accountants Chartered Accountants F. N. SUBEDAR (DIN: 00028428) Vice Chairman
(Firm’s Registration No. 121750W / W-100010) (Firm’s Registration No. 103264W)
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2023
(` in lacs)
Particulars Note No. Year Ended Year Ended
31.03.2023 31.03.2022
Revenue from operations
Dividend Income.................................................................................................................................................................... 18,786.73 12,764.20
Interest Income....................................................................................................................................................................... 8.1 3,905.05 3,769.45
Net gain on fair value changes.......................................................................................................................................... 8.2 6,088.87 8,788.73
Total Revenue from operations.......................................................................................................... 28,780.65 25,322.38
Other Income........................................................................................................................................................................... 8.3 53.48 29.52
Total Income......................................................................................................................................... 28,834.13 25,351.90
Expenses
Employee Benefits Expenses.............................................................................................................................................. 8.4 1,386.00 1,286.20
Finance Costs........................................................................................................................................................................... 8.5 10.35 9.14
Depreciation, amortization and impairment............................................................................................................... 7.8, 7.9 & 7.10 94.72 90.81
Other expenses....................................................................................................................................................................... 8.6 1,487.86 1,157.02
Total Expenses..................................................................................................................................... 2,978.93 2,543.17
Profit Before Tax.................................................................................................................................. 25,855.20 22,808.73
Tax Expense:
(1) Current Tax...................................................................................................................................................................... 2,064.85 2,256.95
(2) Deferred Tax................................................................................................................................................................... (299.91) 415.36
1,764.94 2,672.31
Profit After Tax (A)............................................................................................................................... 24,090.26 20,136.42
Other Comprehensive Income
(a) (i) Items that will not be reclassified to profit or loss :
– Changes in fair valuation of equity instruments............................................................................ (7,827.60) 602,700.02
– Remeasurement loss on defined benefits plans............................................................................ (58.49) (76.41)
(ii) Tax impacts on above................................................................................................................................... (985.54) (67,865.63)
(8,871.63) 534,757.98
(b) (i) Items that will be reclassified to profit or loss:
– Changes in fair value of bonds / debentures.................................................................................... (611.33) (546.09)
(ii) Tax impacts on above................................................................................................................................... 160.67 59.10
(450.66) (486.99)
Other Comprehensive Income (B)...................................................................................................... (9,322.29) 534,270.99
Total Comprehensive Income for the year (A + B)............................................................................ 14,767.97 554,407.41
Earnings per equity share...................................................................................................................
Basic and Diluted (`) 9 47.61 39.80
Accompanying Notes are an integral part of the Standalone Financial Statements.
In terms of our report attached For and on behalf of the Board of Directors
For SURESH SURANA & ASSOCIATES LLP For GOKHALE & SATHE N. N. TATA (DIN: 00024713) Chairman
Chartered Accountants Chartered Accountants F. N. SUBEDAR (DIN: 00028428) Vice Chairman
(Firm’s Registration No. 121750W / W-100010) (Firm’s Registration No. 103264W)
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
STANDALONE STATEMENT OF CASH FLOW FOR THE YEAR ENDED 31ST MARCH, 2023
(` in lacs)
For the Year ended
31.03.2023 31.03.2022
A. CASH FLOW FROM OPERATING ACTIVITIES :
Net profit before tax........................................................................................................................................................................ 25,855.20 22,808.73
Adjustments for :
Depreciation, amortisation and impairment......................................................................................................................................................................... 94.72 90.81
Net gain on fair value changes................................................................................................................................................................................................... (2,118.48) (2,706.20)
Amortisation of deferred lease expenses............................................................................................................................................................................... (0.01) (2.58)
Finance cost on lease liability...................................................................................................................................................................................................... 10.35 9.14
Interest income calculated using effective interest rates................................................................................................................................................. 201.45 (103.01)
Loss on derecognition of property, plant and equipment............................................................................................................................................... 0.87 0.07
Operating profit before working capital changes ........................................................................................................................ 24,044.10 20,096.96
Adjustments for :
Trade Receivables............................................................................................................................................................................................................................ 3,990.88 (3,995.29)
Loans.................................................................................................................................................................................................................................................... 1.39 (0.04)
Other financial assets..................................................................................................................................................................................................................... (183.78) 762.62
Other non-financial assets........................................................................................................................................................................................................... (8.06) (5.76)
Payables.............................................................................................................................................................................................................................................. 28.92 131.30
Derivative financial instruments................................................................................................................................................................................................ (846.77) 622.57
Other financial liabilities 35.84 74.36
Provisions........................................................................................................................................................................................................................................... 34.92 60.73
Other non-financial liabilities...................................................................................................................................................................................................... (1.46) (9.60)
Cash generated from operations.................................................................................................................................................... 27,095.98 17,737.85
Direct taxes paid – (Net of refunds).......................................................................................................................................................................................... (5,571.95) (5,072.95)
Net cash from operating activities................................................................................................................................................. 21,524.03 12,664.90
B. CASH FLOW FROM INVESTING ACTIVITIES :
Purchase of property, plant and equipment (including capital advances)................................................................................................................ (21.71) (14.36)
Sale proceeds of property, plant and equipment................................................................................................................................................................ 0.36 0.06
Purchase of investments............................................................................................................................................................................................................... (301,712.28) (243,221.36)
Sale proceeds of investments .................................................................................................................................................................................................... 326,156.06 240,370.90
Application money towards issue of Cumulative Compulsorily Convertible Prefrence shares in subsidiary................................................ (15,000.00) –
Deposits placed/matured............................................................................................................................................................................................................. (3,150.00) 998.00
Intercorporate deposit placed ................................................................................................................................................................................................... (2,000.00) –
Intercorporate deposit withdrawn............................................................................................................................................................................................ 2,000.00 1,500.00
Net cash from / (used in) investing activities................................................................................................................................. 6,272.43 (366.76)
C. CASH FLOW FROM FINANCING ACTIVITIES :
Cash payments for the principal portion of the lease liability........................................................................................................................................ (69.72) (68.98)
Cash payments for the interest portion of the lease liability........................................................................................................................................... (10.35) (9.14)
Dividend paid .................................................................................................................................................................................................................................. (27,827.41) (12,142.87)
Net cash used in financing activities.............................................................................................................................................. (27,907.48) (12,220.99)
Net (decrease)/increase in cash and cash equivalents (A+B+C)................................................................................................... (111.02) 77.15
Cash and cash equivalents at the beginning of the year.................................................................................................................................................. 499.85 422.70
Cash and cash equivalents at the end of the year............................................................................................................................................................... 388.83 499.85
Notes :
i) The above standalone statement of cash flows has been prepared under the ‘Indirect Method’ as set out in Ind AS 7 - ‘Statement of Cash Flows’.
ii) Since the Company is an investment company, purchase and sale of investments have been considered as part of “Cash flow from investing activities” and interest earned
(net) of ` 3,905.05 lacs (Previous year ` 3,769.45 lacs) and dividend earned of ` 18,786.73 lacs (Previous year ` 12,764.20 lacs) have been considered as part of “Cash flow
from operating activities”.
iii) Direct taxes paid is treated as arising from operating activities and is not bifurcated between investing and financing activities.
iv) Cash and cash equivalents included in the Statement of Cash Flows comprises the following balance sheet items :-
As at As at
31.03.2023 31.03.2022
– – -------(` in lacs)-------- – –
Cash and cash equivalents as per Balance Sheet 388.83 499.85
v) Previous year’s figures have been regrouped, wherever necessary.
In terms of our report attached For and on behalf of the Board of Directors
For SURESH SURANA & ASSOCIATES LLP For GOKHALE & SATHE N. N. TATA (DIN: 00024713) Chairman
Chartered Accountants Chartered Accountants F. N. SUBEDAR (DIN: 00028428) Vice Chairman
(Firm’s Registration No. 121750W / W-100010) (Firm’s Registration No. 103264W)
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2023
A. Equity Share Capital
(` in lacs)
As at As at
31.03.2023 31.03.2022
Balance at the beginning of the year............................................................................................................... 5,059.53 5,059.53
Changes in Equity Share Capital due to prior period errors..................................................................................................... - -
Restated balance at the beginning of the current reporting period..................................................................................... 5,059.53 5,059.53
Changes in equity share capital during the current year.......................................................................................................... - -
Balance at the end of the year.......................................................................................................................... 5,059.53 5,059.53
B. Other equity
(` in lacs)
Reserves and Surplus Other Comprehensive Total
Income
Capital Capital Secu- General Impair- Statutory Retained Debt Equity
Reserve Re- rities Reserve ment Reserve Earnings Instru- Instruments
demp- premium Reserves (u/s 45-IC ments Through
tion (as per of RBI Act, Through Other Com-
Reserve RBI 1934) Other prehensive
guide- Compre- income
lines) hensive
income
Balance as at April 1, 2021............................. 4,163.35 450.00 30,502.06 56,458.18 6.90 65,700.34 98,344.81 714.63 1,149,620.35 1,405,960.62
Profit for the year.......................................................... - - - - - - 20,136.42 - - 20,136.42
Other Comprehensive Income for the year........ - - - - - - (57.18) (486.99) 534,815.16 534,270.99
Total Comprehensive Income........................ - - - - - - 20,079.24 (486.99) 534,815.16 554,407.41
Reclassification of gain on sale of equity instru- - - - - - - 43,060.81 - (43,060.81) -
ments classified as fair value through OCI*........
Final Dividend on Ordinary shares......................... - - - - - - (12,142.87) - - (12,142.87)
Transfer to/from retained earnings........................ - - - - - 4,027.28 (4,027.28) - - -
Balance as at March 31, 2022......................... 4,163.35 450.00 30,502.06 56,458.18 6.90 69,727.62 145,314.71 227.64 1,641,374.70 1,948,225.16
Profit for the year.......................................................... - - - - - - 24,090.26 - - 24,090.26
Other Comprehensive Income for the year........ - - - - - - (43.77) (450.66) (8,827.86) (9,322.29)
Total Comprehensive Income........................ - - - - - - 24,046.49 (450.66) (8,827.86) 14,767.97
Reclassification of gain on sale of equity instru- - - - - - - 36,221.19 - (36,221.19) -
ments classified as fair value through OCI*........
Final Dividend on Ordinary shares......................... - - - - - - (27,827.41) - - (27,827.41)
Transfer to/from retained earnings........................ - - - - - 12,062.29 (12,062.29) - - -
Balance as at March 31, 2023......................... 4,163.35 450.00 30,502.06 56,458.18 6.90 81,789.91 165,692.69 (223.02) 1,596,325.65 1,935,165.72
* Profit on sale of equity shares - ` 39,752.06 lacs, [tax thereon ` 3,530.87 lacs] (Previous Year - ` 45,828.14 lacs, [tax thereon ` 2,767.33 lacs]).
In terms of our report attached For and on behalf of the Board of Directors
For SURESH SURANA & ASSOCIATES LLP For GOKHALE & SATHE N. N. TATA (DIN: 00024713) Chairman
Chartered Accountants Chartered Accountants F. N. SUBEDAR (DIN: 00028428) Vice Chairman
(Firm’s Registration No. 121750W / W-100010) (Firm’s Registration No. 103264W)
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NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
1. Background Information
Tata Investment Corporation Limited referred to as (“The Company” or “TICL”) is a non-banking financial Company (“NBFC”) registered with the Reserve
Bank of India (“RBI”) under the category of Investment Company. The Company is a Systemically Important Non Banking Financial Company. Pursuant
to the Scale Based Classification of NBFCs, introduced by RBI, the Company has received a communication dated 18th April, 2023 from RBI categorising
it as a Middle Layer NBFC.
The Company’s activities primarily comprises of investing in listed and unlisted equity shares, debt instruments and mutual funds etc. of companies in
a wide range of industries. The shares of Company are listed on the Bombay Stock Exchange and National Stock Exchange. The Company is subsidiary
of Tata Sons Private Limited.
The standalone financial statements of the Company as on 31st March, 2023 were approved and authorised for issue by the Board of Directors on
5th May, 2023.
2. Statement of Compliance with Ind AS
These standalone financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) prescribed
under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time.
4. Use of estimates
The preparation of standalone financial statements in conformity with the recognition and measurement principles of Ind AS requires management
of the Company to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures including
disclosures of contingent assets and contingent liabilities as at the date of financial statements and the reported amounts of revenues and expenses
during the period. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognized in the period in which the estimates are revised and in future periods which are affected.
Key sources of estimation of uncertainty at the date of the standalone financial statements, which may cause a material adjustment to the carrying
amounts of assets and liabilities within the next financial year, is in respect of: fair valuation of unquoted equity investments, impairment of financial
instruments, provisions and contingent liabilities and long term retirement benefits.
Business Model assessment and Solely payments of principal and interest (SPPI) test
Classification and measurement of financial assets depends on the business model and results of SPPI test. The Company determines the business
model at a level that reflects how groups of financial assets are managed together to achieve a particular business objective. This assessment
includes judgement reflecting all relevant evidence including;
- How the performance of the business model and the financial assets held within that business model are evaluated and reported to the
entity’s key management personnel
- The risks that affect the performance of the business model (and the financial assets held within that business model) and, in particular, the
way those risks are managed
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- How managers of the business are compensated (for example, whether the compensation is based on the fair value of the assets managed
or on the contractual cash flows collected)
- The expected frequency, value and timing of sales are also important aspects of the Company’s assessment
If cash flows after initial recognition are realised in a way that is different from the Company’s original expectations, the Company does not
change the classification of the remaining financial assets held in that business model, but incorporates such information when assessing newly
originated or newly purchased financial assets going forward.
Initial recognition
The classification of financial instruments at initial recognition depends on their contractual terms and the business model for managing the
instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair
value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition
of financial assets or financial liabilities at FVTPL are recognised immediately in the Statement of profit or loss.
Financial assets and financial liabilities, with the exception of loans, debt securities and deposits are recognised on the trade date i.e. when a
Company becomes a party to the contractual provisions of the instruments. Loans, debt securities and deposits are recognised when the funds
are transferred to the customers account. Trade receivables are measured at the transaction price.
Subsequent measurement
Financial assets at amortised cost
Financial assets having contractual terms that give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal outstanding and that are held within a business model whose objective is to hold such assets in order to collect such contractual cash
flows are classified in this category. Subsequently these are measured at amortised cost using effective interest method less any impairment
losses.
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Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity
instruments are recorded at the proceeds received, net of direct issue costs.
(h) Depreciation and amortisation of property, plant and equipment and intangible assets
Depreciation on following tangible fixed assets has been provided on the straight-line method as per the useful life prescribed in Schedule II to
the Companies Act, 2013 except in respect of the furniture and fixtures, in which case the life of the assets has been assessed taking into account
the nature of the assets, the estimated usage of the asset on the basis of the managements best estimation of getting economic benefits from
such assets. Further, assets individually costing ` 5000/ – or less are fully depreciated in the year of purchase.
Intangible assets - Software is amortised over its estimated useful life of 4 years on straight line method.
The residual values, useful lives and method of depreciation of property, plant and equipment are reviewed at each financial year end. Changes
in the expected useful life are accounted by changing the amortisation period or methodology, as appropriate, and treated as changes in
accounting estimates.
Property plant and equipment is derecognised on disposal or when no future economic benefits are expected from its use. Any gain or loss
arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is
recognised in other income / expense in the statement of profit and loss in the year the asset is derecognised. The date of disposal of an item of
property, plant and equipment is the date the recipient obtains control of that item in accordance with the requirements for determining when
a performance obligation is satisfied in Ind AS 115.
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Taxable profit differs from net profit as reported in the standalone statement of profit and loss because it excludes items of income or expense
that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.
Deferred income tax assets and liabilities are recognised for temporary differences arising between the tax base of assets and liabilities and their
carrying amounts in the standalone financial statements and is accounted for using the balance sheet liability method.
Deferred income tax assets are recognised to the extent it is probable that taxable profit will be available against which the deductible temporary
differences and the carry forward of unused tax credits and unused tax losses can be utilised.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow or part of the deferred income tax asset to be utilised.
Deferred tax assets and liabilities are measured using tax rates and laws, enacted or substantially enacted as of the balance sheet date and are
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of
changes in tax rates on deferred income tax assets and liabilities is recognised as an income or expense in the period that includes the enactment
or substantive enactment date.
Deferred tax assets and liabilities are offset to the extent that they relate to taxes levied by the same tax authority and they are in the same taxable
entity, or a Group of taxable entities where the tax losses of one entity are used to offset the taxable profits of another and there are legally
enforceable rights to set off current tax assets and current tax liabilities within that jurisdiction.
(o) Leases
As a lessee
The Company recognises a right of use asset and a lease liability at the lease commencement date. The right of use asset is initially measured
at cost which comprise the initial amount of lease liability adjusted for any lease payments made before the commencement date. The right of
use asset is subsequently depreciated using the straight line method of the balance lease term. In addition, the right of use asset is periodically
reduced by impairment loss, if any and adjusted for certain remeasurements of lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using
the implicit rate in the lease or the incremental borrowing rate, if that rate cannot be readily available at the commencement date of the lease for
the estimated term of the obligation.
Lease payments included in the measurement of the lease liability comprise the amounts expected to be payable over the period of lease. The
lease liability is measured at amortised cost using effective interest rate method. It is remeasured when there is a change in future lease payments
arising from change in the index or rate
Lease liability and right of use asset have been separately presented in the Balance Sheet and lease payments (including interest) have been
classified as financing cash flows.
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As at As at
31.03.2023 31.03.2022
388.83 499.85
7.2 Bank Balance other than cash and cash equivalents (` in lacs)
As at As at
31.03.2023 31.03.2022
3,477.42 301.29
As at As at
31.03.2023 31.03.2022
Trade Receivables
4.41 3,995.29
Note:
i) o trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Nor any
N
trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.
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As at 31.03.2023 (` in lacs)
Disputed............................................................................................................................................................................ - - -
4.41 - 4.41
As at 31.03.2022 (` in lacs)
Disputed ........................................................................................................................................................................... - - -
As at As at
31.03.2023 31.03.2022
At amortised cost
1.31 2.70
Note:
Additional Disclosure required as per Schedule III amendments dated March 24, 2021: There is no loan outstanding from subsidiary or any
related party as a 31.03.2023 and 31.03.2022.
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d) The Company has elected an irrevocable option to designate its investments in equity instruments through FVOCI, as the said investments are
not held for trading and company continues to invest for long term and remain invested in leaders in sectors, which it believes to have potential
to remain accretive over the long term.
e) Of the total dividend recognised during the year from investment in equity shares designated at FVOCI, ` 564.47 lacs (Previous year 338.49 lacs)
is relating to investment derecognised during the year and ` 18,007.96 lacs (Previous year ` 11,016.73 lac) pertains to investments held at the
end of reporting period.
f) During the year, total cumulative gains (net of taxes) of ` 36,221.19 lacs (Previous year 43,060.81 lacs) on investment in equity shares designated
at FVOCI have been transferred to retained earnings on derecognition of related investments after adjusting for tax effect thereon amounting
to ` 3,530.87 lacs (Previous Year - ` 2,767.33 lacs). The fair value of such investments on the date of derecognition is ` 81,497.37 lacs (Previous
year ` 68,733.21 lacs).
g) During the current or previous reporting periods, the Company has not reclassified any investments since its initial classification.
h) Shares lent as at March 31, 2023, under Stock Lending and Borrowing Scheme of the Securities and Exchange Board of India amount to ` Nil
(previous year ` 1,795.53 lacs).
i) The other disclosure regarding fair value and risk arising from financial instruments are explained in note No.17.
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I) CERTIFICATE OF DEPOSIT :-
D. OTHERS
5,612.71 5,612.71
3,030.91 3,030.91
As at As at
31.03.2023 31.03.2022
(c) Application money towards issue of CCPS in subsidiary company (Note (i))........................................................ 15,000.00 -
15,107.49 96.51
Note
(i) This application money is towards issue of 15,000, 8.7% Cumulative Compulsorily Convertible Preference Shares (“CCPS”) of face value of
` 100,000 each. Date of allotment 27th April, 2023.
As at As at
31.03.2023 31.03.2022
Advance Tax - Net of provision ` 18,130 lacs (previous year ` 12,549 lacs)...................................................................... 1,223.19 1,232.24
1,223.19 1,232.24
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Name of the Asset As at Additions Deductions/ As at As at For the Deductions/ As at Net book
01.04.2022 during Adjustments 31.03.2023 01.04.2022 year Adjustments 31.03.2023 value as at
the year 31.03.2023
A. PROPERTY, PLANT
AND EQUIPMENT
i)
Buildings (Refer note
7.8.1)................................. 1.30 - - 1.30 1.24 0.04 - 1.28 0.02
ii) Plant and Equipment. 11.53 - 0.23 11.30 9.21 0.40 0.20 9.41 1.89
Previous year......................... (11.15) (1.49) (1.11) (11.53) (9.78) (0.40) (0.97) (9.21) (2.32)
iii) Furniture and Fixtures. 82.57 3.45 0.76 85.26 82.57 3.45 0.76 85.26 -
iv) Office Equipment........ 84.98 16.54 30.02 71.50 68.72 7.88 29.05 47.55 23.95
Previous year......................... (82.73) (6.53) (4.28) (84.98) (65.41) (7.60) (4.29) (68.72) (16.26)
v) Leasehold
Improvements..................... 59.81 - - 59.81 59.81 - - 59.81 -
GRAND TOTAL................ 240.19 19.99 31.01 229.17 221.55 11.77 30.01 203.31 25.86
Previous year......................... (234.85) (10.73) (5.39) (240.19) (211.79) (15.02) (5.26) (221.55) (18.64)
7.8.1 The Company owns four immovable properties being flats in Mumbai. The Company acquired these immovable properties through the agreement
between the Company and other companies of the Tata group. The common agreement appropriately specifies the details of ownership of the
four apartments owned by the Company.
Name of the Asset As at Additions Deductions/ As at As at For the Deductions/ As at Net book
01.04.2022 during Adjustments 31.03.2023 01.04.2022 year Adjustments 31.03.2023 value as at
the year 31.03.2022
Software................................. 19.40 1.72 2.11 19.01 10.46 4.30 1.88 12.88 6.13
Name of the Asset As at Additions Deductions/ As at As at For the Deductions/ As at Net book
01.04.2022 during Adjustments 31.03.2023 01.04.2022 year Adjustments 31.03.2023 value as at
the year 31.03.2023
Previous year......................... (162.30) (235.94) (162.30) (235.94) (129.84) (71.78) (162.30) (39.32) (196.62)
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i) Disclosure of amounts due to Micro, Small and Medium enterprises is based on information available with the Company regarding the status
of the suppliers as defined under ‘The Micro, Small and Medium Enterprises Development Act, 2006’ (MSMED). This has been relied upon by the
auditors.
ii) Trade Payables include amount payable to the Holding Company, Tata Sons Private Limited, ` 186.87 lacs (Previous year ` 177.59 lacs).
iii) Trade payables are recognised at their original invoice amounts which represents their fair values on initial recognition. Trade payables are
considered to be of short duration and are not discounted and the carrying values are assumed to approximate their fair values.
iv) Trade Payables ageing Schedule
As at 31.03.2023 (` in lacs)
Particulars Not Due Outstanding from due date
of payment
Less than 1 Total
year
Other than MSME
(1) Disputed dues....................................................................................................................................................... - - -
(2) Other than Disputed dues
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As at 31.03.2022 (` in lacs)
Particulars Not Due Outstanding from due date
of payment
Less than 1 Total
year
Other than MSME
Disputed dues................................................................................................................................................................. - - -
Other than Disputed dues
As at As at
31.03.2023 31.03.2022
882.03 922.80
As at As at
31.03.2023 31.03.2022
Provisions for tax - Net of advance tax ` 8,313.45 lacs (previous year ` 8,313.45 lacs)................................................. 157.49 157.49
157.49 157.49
As at As at
31.03.2023 31.03.2022
802.55 709.12
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Significant components of net deferred tax assets and liabilities as at 31.03.2023 are as follows :
(` in lacs)
Financial Assets carried at fair valued through Profit and Loss......................... 536.48 (234.61) - 301.87
Equity carried at fair valued through Other Comprehensive Income............. 127,560.00 - (2,530.61) 125,029.39
Significant components of net deferred tax assets and liabilities as at 31.03.2022 are as follows :
(` in lacs)
Financial Assets carried at fair valued through Profit and Loss......................... 176.02 360.46 - 536.48
Financial Assets carried at fair valued through Other Comprehensive 129.85 - (22.05) 107.80
Income...................................................................................................................................
Equity carried at fair valued through Other Comprehensive Income............. 62,442.47 - 65,117.53 127,560.00
As at As at
31.03.2023 31.03.2022
25.48 26.94
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Particulars As at As at
31.03.2023 31.03.2022
Issued Capital
50,595,796 (Previous year 50,595,796) Ordinary shares of ` 10 each fully paid up................................................. 5,059.58 5,059.58
50,595,296 (Previous year 50,595,296) Ordinary shares of ` 10 each fully paid up................................................. 5,059.53 5,059.53
5,059.53 5,059.53
(b) 34,664,663 Ordinary shares - 68.51% (Previous year 34,664,663 Ordinary shares - 68.51%) of ` 10/- each are held by the Holding Company,
Tata Sons Private Limited. No other shareholder holds more than 5% of the Ordinary share capital of the Company. 805,843 Ordinary shares
(Previous Year 805,843) are held by a Subsidiary of the Holding Company and 1,642,111 Ordinary shares (Previous year 847,695 ) are held by
Associates of the Holding Company.
(c) Reconciliation of the number of shares outstanding at the beginning and at the end of the year
2022-23 2021-22
(e) The Company has only one class of Ordinary shares having a par value of ` 10 per share. Each shareholder is eligible for one vote per share
held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting,
except in case of interim dividend. In the event of liquidation, the shareholders are eligible to receive the remaining assets of the Company
after distribution of all preferential amounts, if any, in proportion to their shareholding.
(f) The Company is an Investment company, the objective of the Company is to invest in long term investments, and distributing the profits of
Company by way of dividends in a way that shareholders can participate equitably in the Company’s growth, while maintaining the financial
foundation of the Company and ensure sustainable growth. Accordingly, the Company has framed various policies such as investment policy,
dividend distribution policy which lays down the framework of company’s capital management.
(g) The Board of Directors of the Company, at its meeting held on November 16, 2018 had approved a proposal to buyback upto 4,500,000 equity
shares of the Company for an aggregate amount not exceeding ` 45,000 lacs being 8.17% of the total paid up equity share capital at ` 1000/-
per equity share, which was approved by the shareholders by means of a special resolution through a postal ballot.
A Letter of Offer was made to all eligible shareholders. The Company bought back 4,500,000 equity shares out of the shares that were
tendered by eligible shareholders and extinguished the equity shares bought on February 22, 2019.
Capital Redemption Reserve was created to the extent of Share Capital extinguished ` 450 lacs. Total amount of ` 45,000 lacs from securities
premium was utilised towards the buy-back and ` 346.61 lacs utilised from retained earning towards transaction costs of buy-back.
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General Reserve
Balance at the beginning and end of the year............................................................................................................................ 56,458.18 56,458.18
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General Reserve
The General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General reserve
is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the
General reserve will not be reclassified subsequently to the statement of profit and loss.
Statutory Reserve
Statutory Reserve represents the reserve created pursuant to the Reserve Bank of India Act, 1934 (the “RBI Act”) and related regulations
applicable to those companies. Under the RBI Act, a non-banking finance company is required to transfer an amount not less than 20% of its
net profit to a reserve fund before declaring any dividend. Appropriation from this reserve fund is permitted only for the purposes specified by
the RBI.
Impairment Reserve
Impairment Reserve represents the reserve created pursuant to the per RBI circular dated March 13, 2020 on ‘Implementation of Indian
Accounting Standards’. Under the circular, where the impairment allowance under Ind AS 109 is lower than the provisioning required as per
prudential norms on Income Recognition, Asset Classification and Provisioning (including standard asset provisioning) the difference should
be appropriated from the net profit to a separate ‘Impairment Reserve’. Withdrawals from this reserve is allowed only after obtaining permission
from the RBI. Though the Company is generally not in the activity of lending loans and advances, however, the provision for standard asset
outstanding as on April 1, 2019 has been reversed and an amount equivalent to 0.40% of standard assets has been transferred to ‘Impairment
Reserve’ as on March 31, 2020 out of abundant caution.
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3,905.05 3,769.45
53.48 29.52
1,386.00 1,286.20
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etails of related party transactions, e.g., contribution to a trust controlled by the company in relation to CSR
D - -
expenditure as per relevant Indian Accounting Standard........................................................................................................
here a provision is made with respect to a liability incurred by entering into a contractual obligation, the
W
movements in the provision during the year shall be shown separately............................................................................ - -
The Company makes its CSR contribution towards promoting education, healthcare, poverty alleviation, environmental sustainability and others.
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- Deferred tax relating to origination and reversal of temporary differences.......................................................... (299.91) 415.36
1,764.94 2,672.31
(824.87) (67,806.53)
- At India’s statutory income tax rate of 25.168% (2022: 25.168%).............................................................................. 6,507.24 5,740.50
Income tax expense reported in the Standalone statement of profit and loss............................................ 1,764.94 2,672.31
The effective income tax rate for 31 March 2023 is 6.83% (March 2022:11.72%).............................................................
Weighted average number of Ordinary shares for computing - Basic and Diluted earnings per share................... 50,595,296 50,595,296
Earnings per Ordinary share (Weighted average) Basic and Diluted (Rupees).................................................................. 47.61 39.80
There have been no transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of the
completion of these standalone financial statements which would require the restatement of EPS.
As the Company has no activities other than those of an investment company, the segment reporting under Indian Accounting Standard Ind AS
108 - ‘Operating Segments’ is not applicable. The Company does not have any reportable geographical segment.
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Contingent Liabilities
(a) Income Tax matters decided in the Company’s favour by appellate authorities, where the department is in
further appeal............................................................................................................................................................................................ 11.31 11.31
Commitments
(b) Investments partly paid – Equity Shares of ` 5 each in Bharti Airtel Ltd. (` 1.25 per share paid up)......................... 135.99 135.99
12. Dividend of ` 48 per share (previous year ` 55 per share) amounting to ` 24,285.74 lacs (previous year ` 27,827.41 lacs) is proposed on ordinary
shares. The recommended dividend will be accounted for when approved by the shareholders.
(a) The Company has taken its office premises on operating lease for a period of 3 years beginning October 1, 2021
(c) The movement in the lease liabilities during the year ended March 31, 2023 is as under :
Less: Deletions........................................................................................................................................................................................... - -
127.15 207.22
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards
Provident Fund and Superannuation Fund which is a defined contribution plan. The Company has no obligations other than these two funds to
make the specified contributions. The contributions are charged to the statement of profit and loss as they accrue. The amount recognised as an
expense towards contribution to Provident Fund and Superannuation Fund for the year are summarised below.
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(iv) The Company expects to contribute ` 20 lacs to the plan during the financial year 2023-24 (Previous Year: ` 20 lacs).
(v) The table below outlines the effect on retirement gratuity obligation in the event of a decrease/increase of 0.50% in the assumptions used.
As at 31.03.2023
Impact on obligation
Assumption Change in assumption
Increase Decrease
` 10.51 lacs ` 11.03 lacs
Discount rate Increase by 0.50%, decrease by 0.50%
(2.86%) 3.00%
` 10.39 lacs ` 10.51 lacs
Salary rate Increase by 0.50%, decrease by 0.50%
2.97% (2.86%)
As at 31.03.2022
Impact on obligation
Assumption Change in assumption
Increase Decrease
Discount rate ` 10.68 lacs ` 11.27 lacs
Increase by 0.50%, decrease by 0.50%
(3.32%) 3.50%
` 11.32 lacs ` 310.90 lacs
Salary rate Increase by 0.50%, decrease by 0.50%
3.52% (3.37%)
The above sensitivities may not be representative of the actual change as it is unlikely that the change in assumptions would occur in
isolation of one another as some of the assumptions may be correlated.
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Investment Risk and Asset-Liability Risk : The money contributed by the Company to the fund to finance the liabilities of the plan has
to be invested. The trustees of the plan are required to invest the funds as per the prescribed pattern of investments laid out in the income
tax rules for such approved plans. Due to the restrictions in the type of investments that can be held by the fund, it is not possible to
explicitly follow an asset-liability matching strategy to manage risk actively.
During the year, there were no plan amendments, curtailments and settlements.
(i) The following table sets out the amounts recognised in the standalone financial statements in respect of post retirement medical
benefits and other defined benefit plans.
(` in lacs)
Year ended Year ended
31.03.2023 31.03.2022
Medical Medical
Change in defined benefit obligation
Obligation at the beginning of the year........................................................................................................................... 277.47 190.82
Current Service Cost................................................................................................................................................................. 10.28 6.64
Interest Cost................................................................................................................................................................................ 18.91 12.25
Remeasurement Loss............................................................................................................................................................... 23.05 74.44
Benefits paid............................................................................................................................................................................... (8.85) (6.68)
Obligation at the end of the year......................................................................................................... 320.86 277.47
(` in lacs)
Year ended Year ended
31.03.2023 31.03.2022
Medical Medical
Expense recognised in the statement of profit and loss consists of
Employee benefits expense
Current service cost.................................................................................................................................................................... 10.28 6.64
Net interest expense.................................................................................................................................................................. 18.91 12.25
29.19 18.89
Amount recognised in Other Comprehensive Income
Actuarial gain arising from changes in financial assumption..................................................................................... (28.25) (17.43)
Actuarial loss arising from changes in experience adjustments................................................................................ 51.30 91.87
23.05 74.44
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(` in lacs)
Year ended Year ended
31.03.2023 31.03.2022
Medical Medical
(ii) Key assumptions used in the measurement of medical benefits is as below
Discount Rate (per annum)...................................................................................................................................................... 7.50% 6.90%
Inflation rate (per annum)........................................................................................................................................................ 6.00% 6.00%
(iii) The table below outlines the effect on medical benefits in the event of a decrease/increase of 0.50% in the assumptions used.
As at 31.03.2023
Assumption Change in assumption Impact on obligation
Increase Decrease
Discount rate Increase by 0.50%, decrease by 0.50% (6.55%) 7.26%
Medical Inflation Increase by 1%, decrease by 1% 15.41% (12.73%)
Life Expectancy Increase by 1 year, decrease by 1 year 2.47% (2.67%)
As at 31.03.2022
Assumption Change in assumption Impact on obligation
Increase Decrease
Discount rate Increase by 0.50%, decrease by 0.50% (7.11%) 7.94%
Medical Inflation Increase by 1%, decrease by 1% 16.82% (13.70%)
Life Expectancy Increase by 1 year, decrease by 1 year 2.52% (2.71%)
The above sensitivities may not be representative of the actual change as it is unlikely that the change in assumptions would occur in
isolation of one another as some of the assumptions may be correlated.
(iv) Projected Plan Cash Flow
The table below shows the expected cash flow profile of the benefits to be paid to the current membership of the plan based on past
service of the employees as at the valuation date
(` in lacs)
Maturity Profile Year ended Year ended
31.03.2023 31.03.2022
Expected benefits for year 1 ................................................................................................................................................... 8.95 6.76
Expected benefits for year 2 ................................................................................................................................................... 9.52 7.62
Expected benefits for year 3 ................................................................................................................................................... 11.64 8.09
Expected benefits for year 4 ................................................................................................................................................... 12.32 9.78
Expected benefits for year 5 ................................................................................................................................................... 13.85 10.34
Expected benefits for year 6 ................................................................................................................................................... 16.83 11.59
Expected benefits for year 7 ................................................................................................................................................... 18.99 13.92
Expected benefits for year 8 ................................................................................................................................................... 21.02 15.66
Expected benefits for year 9 ................................................................................................................................................... 22.86 17.31
Expected benefits for year 10 and above........................................................................................................................... 1,116.44 964.26
Weighted average duration of post-retirement medical benefit obligation is 13.77 years (March 31, 2022: 15.01 Years).
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
Risk Associated with Defined Benefit Plan- Post Retirement Medical Benefits
Inherent risk : The plan is of a defined benefit in nature which is sponsored by the Company and hence it underwrites all the risks
pertaining to the plan. In particular, there is a risk for the Company that any adverse increase in healthcare costs or demographic
experience can result in an increase in cost of providing these benefits to employees in future. The benefits are also paid during the
lifetime of the beneficiaries and the plan carries the longevity risks.
During the year, there were no plan amendments, curtailments and settlements.
146
b) Related Party Transactions
(` in lacs)
2022-23 2021-22
Holding Subsid- Associ- Other Other Other Other Other Other KMP Holding Subsidi- Associ- Other Other Other Other Other Other KMP Notice
Company iary ates Subsi- Assoc- Asso- Subsid- Joint Related Compa- ary ates Subsi- Assoc- Asso- Subsid- Joint Related
diaries iates of ciate of iary of Ven- Parties ny diaries iates of ciate of iary of Ven- Parties
of Promot- Fellow Fellow ture / of Promot- Fellow Fellow ture /
Promot- er Subsidi- Subsidi- Subsid- Promot- er Subsidi- Subsidi- Subsid-
er ary of ary of iary of er ary of ary of iary of
Promot- Promot- associ- Promot- Promot- associ-
er er ate er er ate
of Pro- of Pro-
moter moter
Board’s Report
expenses received..............
16. Contribution to - - - - - - - - 104.48 - - - - - - - - - 47.35 -
Employees’ benefit trust...
17. Compensation to KMP...... - - - - - - - - - 441.03 - - - - - - - - - 408.17
Short term employee - - - - - - - - - 283.12 - - - - - - - - - 262.40
benefits...................................
Post employment - - - - - - - - - - - - - - - - - - - -
benefits*.................................
Debit balance outstanding - - - 2,146.87 - - 4,005.85 5,282.11 6.00 - - - - 7,907.64 - - - - - -
at year end - Outstanding
receivables
Credit balance outstanding 186.87 - - - - - - - 54.94 283.12 177.59 - - - - - - - 11.20 262.40
at year end - Outstanding
payables
Consolidated Financial Statements
* No separate figures are available towards Compensated absences, Contribution to gratuity fund and Post retirement medical benefit fund.
147
148
c) Details of related party transactions included in (b) above
(` in lacs)
2022-23 2021-22
Associ- Other Other Other Other Other Other KMP Associ- Other Other Other Other Other Other KMP
ates Subsi- Assoc- Associate Subsid- Joint Related ates Subsi- Assoc- Associate Subsid- Joint Related
diaries of iates of of Fellow iary of Venture / Parties diaries of iates of of Fellow iary of Venture / Parties
Promoter Promoter Subsidi- Fellow Subsid- Promoter Promoter Subsidi- Fellow Subsid-
ary of Subsidi- iary of ary of Subsidi- iary of
Promoter ary of associate Promoter ary of associate
Promoter of Pro- Promoter of Pro-
moter moter
INVESTMENT
149
150
c) Details of related party transactions included in (b) above
(` in lacs)
2022-23 2021-22
Associ- Other Other Other Other Other Other KMP Associ- Other Other Other Other Other Other KMP
ates Subsi- Assoc- Associate Subsid- Joint Related ates Subsi- Assoc- Associate Subsid- Joint Related
diaries of iates of of Fellow iary of Venture / Parties diaries of iates of of Fellow iary of Venture / Parties
Promoter Promoter Subsidi- Fellow Subsid- Promoter Promoter Subsidi- Fellow Subsid-
ary of Subsidi- iary of ary of Subsidi- iary of
Promoter ary of associate Promoter ary of associate
Promoter of Pro- Promoter of Pro-
moter moter
INVESTMENT
Contribution to Employees
benefit trust
Tata Investment Corporation - - - - - - 35.42 - - - - - - - 32.03 -
Limited-Provident Fund......................
The Investment Corporation of - - - - - - 54.94 - - - - - - - - -
India Limited - Employees Gratuity
Trust Fund................................................
Eighty Sixth Annual Report 2022-2023
16. Disclosures required by regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(` in lacs)
Name of the party Relationship Outstanding Maximum amount Investment in shares Direct Investment in
as at outstanding of the Company shares of subsidiaries
March 31, 2023 during the year of the Company
Simto Investment Company Limited Subsidiary - 2,000.00 - refer note below
Note - Application money towards issue of 15,000, 8.7% Cumulative Compulsorily Convertible Preference Shares (CCPS) of face value of ` 100,000 each.
(` in lacs)
Name of the party Relationship Outstanding Maximum amount Investment in shares Direct Investment in
as at outstanding of the Company shares of subsidiaries
March 31, 2022 during the year of the Company
Simto Investment Company Limited Subsidiary - 1,500.00 - -
17. Disclosures on financial instruments
(a) Accounting classification and fair values
The following table shows the carrying amounts and fair values of financial assets (excluding investment in subsidiary and associate companies) and
financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities
if the carrying amount is a reasonable approximation of fair value.
(` in lacs)
As at 31.03.2023
Amortised Fair value Fair value Total Total fair Fair value
Particulars cost through through OCI carrying value Level 1 Level 2 Level 3 Total
profit or value
loss
Financial Assets
Cash and cash
equivalents 388.83 - - 388.83 388.83 - - - -
Bank balances other
than cash and cash
equivalents 3,477.42 - - 3,477.42 3,477.42 - - - -
Trade receivables 4.41 - - 4.41 4.41 - - - -
Loan 1.31 - - 1.31 1.31 - - - -
Investments
- in mutual funds - 5,907.41 - 5,907.41 5,907.41 - 5,907.41 - 5,907.41
- in equity shares - - 1,949,329.55 1,949,329.55 1,949,329.55 1,792,411.98 - 156,917.57 1,949,329.55
- in Bonds /
Debentures - - 31,846.06 31,846.06 31,846.06 - 31,846.06 - 31,846.06
- in venture capital - 4,108.18 - 4,108.18 4,108.18 - - 4,108.18 4,108.18
- InvITs/REITs - 10,531.56 - 10,531.56 10,531.56 10,531.56 - - 10,531.56
- Government
Securities (Gsec) - 9,191.11 - 9,191.11 9,191.11 9,191.11 - - 9,191.11
- Certificate of
Deposits 27,644.93 - - 27,644.93 27,644.93 - - - -
Other financial
assets 15,107.49 - - 15,107.49 15,107.49 - - - -
46,624.39 29,738.26 1,981,175.61 2,057,538.26 2,057,538.26 1,812,134.65 37,753.47 161,025.75 2,010,913.87
Financial
Liabilities
Derivative financial
instruments - - - - - - - - -
Trade payables
and other financial
liabilities 1,266.68 - - 1,266.68 1,266.68 - - - -
1,266.68 - - 1,266.68 1,266.68 - - - -
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
(` in lacs)
As at 31.03.2022
Amortised Fair value Fair value Total carry- Total fair Fair value
Particulars cost through through OCI ing value value Level 1 Level 2 Level 3 Total
profit or
loss
Financial Assets
Cash and cash
equivalents 499.85 - - 499.85 499.85 - - - -
Bank balances other
than cash and cash
equivalents 301.29 - - 301.29 301.29 - - - -
Trade receivables 3,995.29 - - 3,995.29 3,995.29 - - - -
Loan 2.70 - - 2.70 2.70 - - - -
Investments
- in mutual funds - 24,875.49 - 24,875.49 24,875.49 - 24,875.49 - 24,875.49
- in equity shares - - 1,990,063.39 1,990,063.39 1,990,063.39 1,902,282.23 - 87,781.16 1,990,063.39
- in Bonds /
Debentures - - 33,911.84 33,911.84 33,911.84 - 33,911.84 - 33,911.84
- in venture capital - 2,552.07 - 2,552.07 2,552.07 - - 2,552.07 2,552.07
- InvITs/REITs - 10,112.97 - 10,112.97 10,112.97 10,112.97 - - 10,112.97
- in Government
Securities (Gsec) - 7,868.91 - 7,868.91 7,868.91 7,868.91 - - 7,868.91
Other financial
assets 96.51 - - 96.51 96.51 - - - -
4,895.64 45,409.44 2,023,975.23 2,074,280.31 2,074,280.31 1,920,264.11 58,787.33 90,333.23 2,069,384.67
Financial Liabilities
Derivative financial
instruments - 846.77 - 846.77 846.77 846.77 - - 846.77
Trade payables
and other financial
liabilities 1,278.53 - - 1,278.53 1,278.53 - - - -
1,278.53 846.77 - 2,125.30 2,125.30 846.77 - - 846.77
Investments in mutual funds, venture capital funds, InvITs and REITs are classified as fair value through the statement of profit and loss.
(` in lacs)
Particulars As at As at
31.03.2023 31.03.2022
Credit Risk:
Credit risk is the risk of financial loss to the company if a counter-party fails to meet its contractual obligations.
Trade receivables
Credit risk with respect to trade receivables is limited, since the trade receivables amount is immaterial.
Liquidity Risk:
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity
risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risk to the Company’s reputation.
The table below analyses the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities based on
undiscounted contractual payments for:
- all non derivative financial liabilities
- Derivative financial instruments for which the contractual maturities are essential for understanding the timing of the cash flows.
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
(` in lacs)
As at 31.03.2023 As at 31.03.2022
Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such
as equity price, interest rates etc.) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices.
The Company is exposed to market risk primarily related to the market value of its investments.
Currency risk:
Currently Company does not have transaction in foreign currencies and hence the Company is not exposed to currency risk.
Price risk:
(a) Exposure
The Company is exposed to equity price risk arising from investments held by the Company and classified in the balance sheet either as fair value
through OCI or at fair value through profit or loss.
To manage its price risk arising from investment in equity securities, the Company diversifies its portfolio. Diversification of the portfolio is done
in accordance with the limits set by the Company.
The majority of the company’s equity investments are listed on the Bombay Stock Exchange (BSE) or the National Stock Exchange (NSE) in India.
(` in lacs)
Profit for the period would increase/decrease as a result of gains/losses on exchange traded funds equity securities classified as fair value through
profit or loss, if any. Other components of equity would increase/decrease as a result of gain/losses on equity securities classified as fair value
through other comprehensive income.
154
18. Maturity analysis of Assets and Liabilities :
The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled.
(` In lacs) Notice
Within 12 months After 12 months Total Within 12 months After 12 months Total
ASSETS
Financial Assets
Board’s Report
- Bank Balance other than Cash and cash 3,477.42 - 3,477.42 301.29 - 301.29
equivalents.......................................................................
- Other Non Financial Assets........................................ 68.39 43.53 111.92 65.82 38.04 103.86
LIABILITIES
Financial Liabilities
Standalone Financial Statements
- Deferred Tax Liability (net).......................................... 5.68 125,183.82 125,189.50 235.60 127,945.10 128,180.69
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
Particulars As on As on
31.03.2023* 31.03.2022
Particulars As on As on
31.03.2023 31.03.2022
Ratio (%)................................................................................................................................................................................................. - -
22. Following are the additional disclosures required as per Schedule III to the Companies Act, 2013 vide Notification dated March 24, 2021;
a. Details of Benami Property held:
There are no proceedings which have been initiated or pending against the Company for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 and rules made thereunder.
b. Wilful Defaulter:
The Company has not been declared as Wilful Defaulter by any Bank or Financial Institution or other Lender.
(i) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed
funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign
entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly
or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
156
Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
(ii) No funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity,
including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
f. Undisclosed Income:
The Company does not have any transactions not recorded in the books of accounts that has been surrendered or disclosed as income during
the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act,
1961). Also, there are nil previously unrecorded income and related assets.
i. The Company has not revalued its Property, Plant and Equipment during the year as well as in previous year
23.
The following disclosure is required pursuant to RBI circular dated March 13, 2020 - Circular No. RBI/2019-20/170 DOR (NBFC).CC.PD.
No.109/22.10.106/2019-20
Asset Asset Gross Carrying Loss Allowances Net Carrying Provision Difference
classification as Classification as Amount as per (Provisions) as Amount required as per Between Ind AS
per RBI Norms per IND AS 109 IND AS required under IRACP Norms 109 provisions
Ind AS 109 and IRACP norms
Performing Assets
Standard Stage 1 - - - - -
24. The following additional information, to the extent applicable, (other than what is already disclosed elsewhere) is disclosed in terms of Master
Direction DNBR. PD. 008/03.10.119/2016-17 dated September 01, 2016, as amended. Further additional disclosures in terms of Scale Based regulation
framework (Circular No. RBI/2021-22/112 DOR.CRE.REC.No.60/03.10.001/2021-22 October 22, 2021) are also disclosed below.
(a) Capital to Risk Assets Ratio (CRAR) -
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
(b) Investments -
(` in crore)
(a) In India................................................................................................................................................... - -
(` in crore)
Particulars Current year Previous Year
(A) Direct Exposure
Lending fully secured by mortgages on residential property that is or will be occupied by the - -
borrower or that is rented
(ii) Commercial Real Estate:-
Lending secured by mortgages on commercial real estates (office buildings, retail space, - -
multipurpose commercial premises, multi-family residential buildings, multi-tenanted commercial
premises, industrial or warehouse space, hotels, land acquisition, development and construction,
etc.). Exposure would also include non-fund based limits;
(iii) Investments in Mortgage Backed Securities (MBS) and other securitised exposures:-
(a) Residential - -
(b) Commercial Real Estate - -
(B) Indirect Exposure
Fund based and non-fund-based exposures on National Housing Bank and Housing Finance 213.66 160.24
Companies
Total Exposure to Real Estate Sector 213.66 160.24
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
(` in crore)
Particulars Current year Previous Year
(i) direct investment in equity shares, convertible bonds, convertible debentures and units of equity- 17,924.12 19,102.43
oriented mutual funds the corpus of which is not exclusively invested in corporate debt;
(ii) advances against shares / bonds / debentures or other securities or on clean basis to individuals - -
for investment in shares (including IPOs / ESOPs), convertible bonds , convertible debentures , and
units of equity-oriented mutual funds;
(iii) advances for any other purposes where shares or convertible bonds or convertible debentures or - -
units of equity oriented mutual funds are taken as primary security;
(iv) advances for any other purposes to the extent secured by the collateral security of shares or - -
convertible bonds or convertible debentures or units of equity oriented mutual funds i.e. where the
primary security other than shares / convertible bonds / convertible debentures / units of equity
oriented mutual funds ‘does not fully cover the advances;
(v) secured and unsecured advances to stockbrokers and guarantees issued on behalf of stockbrokers - -
and market makers;
(vi) Loans sanctioned to corporates against the security of shares / bonds / debentures or other - -
securities or on clean basis for meeting promoter’s contribution to the equity of new companies in
anticipation of raising resources.
(vii) bridge loans to companies against expected equity flows / issues; - -
(viii) Underwriting commitments taken up by the NBFCs in respect of primary issue of shares or - -
convertible bonds or convertible debentures or units of equity oriented mutual funds
(ix) Financing to stockbrokers for margin trading - -
All exposures to Alternative Investment Funds
(a)Category - I - -
(b) Category - II - -
(c) Category - III - -
(x) all exposures to Venture Capital Funds (both registered and unregistered) 41.08 25.52
Total Exposure to Capital Market 17,965.20 19,127.95
(` in crore)
1 to 7 8 to 14 15 days Over 1 Over 2 Over 3 Over 6 Over 1 Over 3 Over 5 Total
days days to 30/31 month months months months year & years & years
days upto 2 upto 3 & upto 6 & upto 1 upto 3 upto 5
months months months year years years
Deposits........................... - - - - - - - - - - -
Advances......................... - - - - - - - - - - -
Investments @............... 59.07 - - 98.82 177.63 - - 183.10 243.76 129.91 892.29
Borrowings..................... - - - - - - - - - - -
Foreign Currency
assets................................ - - - - - - - - - - -
Foreign Currency
liabilities........................... - - - - - - - - - - -
@ Investment in equity shares aggregating to ` 19,579.73 crores, are not included above, since there is no set maturity pattern for the same.
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
(` in crore)
Deposits ........................ - - - - - - - - - - -
Advances ...................... - - - - - - - - - - -
Investments @ ............ 248.75 - - - - 137.70 76.92 170.02 46.48 113.35 692.08
Borrowings .................. - - - - - - - - - - -
Foreign Currency
assets ............................. - - - - - - - - - - -
Foreign Currency
liabilities ........................ - - - - - - - - - - -
@ Investment in equity shares aggregating to ` 19,987.07 crores, are not included above, since there is no set maturity pattern for the same.
In compiling the information in the above note, certain assumptions have been made by the Company and the same have been relied upon by
the Auditors.
The Company does not have any exposures (including off balance sheet items), in the nature of loans as at March 31, 2023 and March 31, 2022.
The Company has investment in group companies as disclosed in Note 7.5 of the notes to financial statements as at March 31, 2023 and
March 31, 2022.
The Company does not have any unhedged foreign currency exposures as at March 31, 2023 and March 31, 2022.
The Company does not have any customer interface and thus there are no complaints received by the NBFCs from customers and from the Offices
of Ombudsman during the year ended March 31, 2023 and March 31, 2022.
There are no penalties or stricture imposed on the Company by the Reserve Bank or any other statutory authority.
For related party disclosures refer to Note 15 of the notes to standalone financial statements.
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
(` in crore)
Provision made towards income tax (Including deferred tax) ........................................................................................ 25.90 704.79
25.90 704.79
(` in crore)
1. Total High Quality Liquid Assets (HQLA) ................... 154.92 154.92 372.40 372.40
Cash Outflows
Cash Inflows
8. Secured lending..................................................................
13. Total Net Cash Outflows / (Inflows) .................... (31.68) (31.86) 8.65 (0.11)
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
Qualitative Details
The Company’s liquidity risk management policy focuses on ensuring maintenance of sufficient liquidity including a cushion of unencumbered,
high quality liquid assets to withstand a range of stress events, including those involving the loss or impairment of both unsecured and secured
funding sources. Key elements of the liquidity risk management framework are governance of Liquidity Risk Management, liquidity risk tolerance,
Off-balance Sheet Exposures and Contingent Liabilities, collateral position management, intra group transfers.
As compared to previous year, the Company does not have any outstanding derivative contract as at March 31, 2023.
The Company’s HQLA mainly comprise of current account balances with scheduled commercial banks, investment in government securities and
highly liquid investment in mutual funds subject to minimal risk. The Company does not have any borrowings or any foreign currency exposure.
26. Previous year’s figures have been regrouped, wherever necessary, to correspond with current year’s classification.
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
(` in lacs)
Assets Side ..........Current Year.......... ..........Previous Year..........
(2) Break-up of Loans and Advances including bills Amount Amount
receivables [other than those included in 3 below] outstanding outstanding
(a) Secured - -
(b) Unsecured 113.21 4,094.50
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(` in lacs)
..........Current Year.......... ..........Previous Year..........
Amount Amount
outstanding outstanding
2. Unquoted
(i) Shares : (a) Equity.................................................................................................. -
(b) Preference.......................................................................................... - -
(ii) Debentures and Bonds ...................................................................................... - -
(iii) Units of mutual funds......................................................................................... 5,907.41 24,875.49
(iv) Government Securities...................................................................................... - -
(v) Others - Cerificate of Deposits......................................................................... 27,644.93 -
(5) Borrower group-wise classification of all leased assets, stock-on-hire and loans and advances (including other Current Assets)
(` in lacs)
........................Current Year........................ ........................Previous Year........................
Secured Unsecured Total Secured Unsecured Total
1. Related Parties
a) Subsidiaries........................................... - - - - - -
b) Companies in the same group....... - 92.32 92.32 - 87.50 87.50
c) Other related parties......................... - - - - - -
2. Other than related parties......................... - 20.89 20.89 - 4,007.00 4,007.00
- 113.21 113.21 - 4,094.50 4,094.50
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
(6) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
(` in lacs)
1. Related Parties
(` in lacs)
In terms of our report attached For and on behalf of the Board of Directors
For SURESH SURANA & ASSOCIATES LLP For GOKHALE & SATHE N. N. TATA (DIN: 00024713) Chairman
Chartered Accountants Chartered Accountants F. N. SUBEDAR (DIN: 00028428) Vice Chairman
(Firm’s Registration No. 121750W / W-100010) (Firm’s Registration No. 103264W)
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
Opinion
We have audited the accompanying consolidated financial statements of Tata Investment Corporation Limited (“the
Holding Company” or “the Company”) and its subsidiary (the holding company and its subsidiary together referred to as
“the Group”), and its associates for the year ended 31 March, 2023, which comprise the consolidated balance sheet as at
31 March, 2023, and the consolidated statement of profit and loss (including other comprehensive income), consolidated
statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the financial
statements, including a summary of the significant accounting policies and other explanatory information (hereinafter
referred to as the ‘consolidated financial statements’).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated
financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and
give a true and fair view in conformity with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act
read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (“Ind AS”) and other accounting principles
generally accepted in India, of the consolidated state of affairs of the Group as at 31 March, 2023, the consolidated profit,
consolidated total comprehensive income, consolidated statement of changes in equity and its consolidated cash flows for
the year ended on that date.
We have fulfilled the responsibilities described in the Auditors’ responsibilities for the audit of the consolidated financial
statements section of our report, including in relation to these matters. Accordingly, our audit included the performance
of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated financial
statements. The results of our audit procedures, including the procedures performed to address the matters below, provide
the basis for our audit opinion on the accompanying consolidated financial statements.
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
Information other than the consolidated financial statements and auditors’ report thereon
The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the
information included in Board’s Report including Annexures thereon but does not include the consolidated financial
statements and our auditors’ report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements, or
our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Management’s responsibility for the audit of the consolidated financial statements
The Holding Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to
preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position,
consolidated financial performance including other comprehensive income, consolidated changes in equity and the
consolidated cash flows of the Group and its associates in accordance with the Indian Accounting Standards (Ind AS) and
other accounting principles generally accepted in India.
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The respective Board of Directors of the companies included in the Group and of its associates is responsible for maintenance
of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and
of its associates and for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness
of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give
a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the
purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.
In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the
Group and of its associates is responsible for assessing the ability of the Group and its associates to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Group and its associates or to cease operations, or has no realistic alternative
but to do so.
The respective Board of Directors of the companies included in the Group and its associates is responsible for overseeing the
financial reporting process of the Group and its associates.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• btain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
O
in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether
the Group and its associates have adequate internal financial controls with reference to the consolidated financial
statements in place and the operating effectiveness of such controls.
• E valuate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
• onclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
C
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the ability of the Group and its associates to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the
Group and its associates to cease to continue as a going concern.
• E valuate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
• btain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
O
within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the audit of the financial statements of such entities included in the consolidated
financial statements of which we are the independent auditors. For the other entities included in the consolidated
financial statements, which have been audited by other auditors, such other auditors remain responsible for the
direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit
opinion.
Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements
may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated
financial statements.
We communicate with those charged with governance of the Holding Company of which we are the independent auditors
regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.
Other matters
(a) We did not audit the financial statements of one subsidiary, whose financial statements reflect total assets of ` 46,951.70
Lacs as at 31 March, 2023, total revenue of ` 742.29 Lacs, total net loss after tax of ` (562.55) Lacs and net cash inflows
amounting to ` (468.30) Lacs, for the year ended on that date, as considered in the consolidated financial statements.
The Consolidated financial statements also include the Group’s share of net profit after tax of ` 3,565.79 Lacs for the
year ended 31 March 2023, as considered in the consolidated financial statements, in respect of three associates, whose
financial statements have not been audited by us. These financial statements have been audited by other auditors
whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements,
in so far as it relates to the amounts and disclosures included in respect of the subsidiary and associates and our report
in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiary and associates, is
based solely on the reports of the other auditors.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements
below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of
the other auditors.
(b) The Consolidated Financial Statements for the year ended 31 March, 2022, included in the consolidated financial
statements have been audited by one of the Joint Auditors i.e. Suresh Surana & Associates LLP as sole statutory auditors.
They have expressed an unmodified opinion for the above period vide their audit report dated 25 April, 2022. These
reports have been relied upon by Gokhale & Sathe (Joint Auditors) for the purpose of the audit of the Statement.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements
below, is not modified in respect of the above matter.
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(a) We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements;
(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated
financial statements have been kept so far as it appears from our examination of those books and the reports
of the other auditors;
(c) The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive
income), the consolidated statement of changes in equity and the consolidated statement of cash flows dealt
with by this Report are in agreement with the books of account maintained for the purpose of preparation of
the consolidated financial statements;
(d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under section
133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors of the Holding Company as on 31
March 2023 taken on record by the Board of Directors of the Holding Company and the reports of the statutory
auditors of its subsidiary and associates, none of the directors of the Group and its associates is disqualified as
on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act.
(f ) With respect to the adequacy of the internal financial controls over financial reporting of the Group and its
associates and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements
of Section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the
remuneration paid by the Group to its directors during the year is in accordance with the provision of Section
197 read with Schedule V to the Act; and
(B) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies
(Audit and Auditor’s) Rules, 2014, as amended, in our opinion and to the best of our information and according
to the explanations given to us and based on the consideration of the reports of the other auditors on separate
financial statements of the subsidiary and associates, as noted in the ‘Other Matters’ paragraph:
i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial
position of the Group and its associates; (Refer note 11 to the consolidated financial statements)
ii. The Group did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses;
iii. There has been no delay in transferring the amounts, required to be transferred, to the Investor Education and
Protection Fund by the Group;
iv. (a) The respective Managements of the Company, its subsidiary and associates, whose financial statements
have been audited under the Act, have represented to us that, to the best of their knowledge and belief, no
funds (which are material either individually or in the aggregate) have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or kind of funds) by the Company or
its subsidiary or associates to or in any other person or entity, including foreign entity (“Intermediaries”),
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company or its subsidiary or associates (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries;
(b) The respective Managements of the Company and its subsidiary and associates, whose financial
statements have been audited under the Act, have represented to us that, to the best of their knowledge
and belief, no funds (which are material either individually or in the aggregate) have been received by
the Company or its subsidiary or associates from any person or entity, including foreign entity (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the Company or its
subsidiary or associates shall, directly or indirectly, lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c)
Based on the audit procedures that have been considered reasonable and appropriate in the
circumstances and the reports of the auditors of its subsidiary and associates, whose financial statements
have been audited under the Act, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain
any material misstatement.
v. (a) The final dividend proposed in the previous year, declared and paid by the Company and its two associates
during the year is in accordance with Section 123 of the Act, as applicable.
(b) The Board of Directors of the Company have proposed final dividend for the year which is subject to the
approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in
accordance with Section 123 of the Act, as applicable.
(c) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using
accounting software which has a feature of recording audit trail (edit log) facility is applicable to the
Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit
and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.
(C) With respect to the matters specified in paragraphs 3(xxi) and 4 of the Companies (Auditor’s Report) Order, 2020
(the “Order”/ “CARO”) issued by the Central Government in terms of Section 143(11) of the Act, to be included in the
Auditors’ report, according to the information and explanations given to us, and based on the CARO reports issued
by us for the Company, and CARO reports issued by other auditors in case of subsidiary and associates included
in the consolidated financial statements of the Company, we report that there are no qualifications or adverse
remarks in these CARO reports.
For Suresh Surana & Associates LLP For Gokhale & Sathe
Chartered Accountants Chartered Accountants
Firm Regn. No. 121750W /W-100010 Firm Regn. No.103264W
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
(Referred to in paragraph 1A(f) under the heading ‘Report on Other Legal and Regulatory Requirements’ of our
report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of
the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated financial statements of Tata Investment Corporation Limited (hereinafter
referred to as “the Company”), as of and for the year ended 31 March 2023, we have audited the internal financial controls
over financial reporting of the Company, its subsidiary and its associate companies, which are companies incorporated in
India, as of that date.
Auditors’ responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company, its
subsidiary and its associate companies, which are the companies incorporated in India, based on our audit. We conducted
our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by
the ICAI (the “Guidance Note”) and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013,
to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate
internal financial controls over financial reporting were established and maintained and if such controls operated effectively
in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial
reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their
reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion
on the internal financial controls system over financial reporting of the of the Company, its subsidiary and its associate
companies, which are the companies incorporated in India.
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal financial control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial
statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us and based on consideration
of reporting of the other auditors as mentioned in the Other Matters paragraph below, the Company, its subsidiary and
its associate companies , which are the companies incorporated in India have, in all material respects, adequate internal
financial controls system over financial reporting and such internal financial controls over financial reporting were operating
effectively as at 31 March 2023, based on the internal control over financial reporting criteria established by the respective
companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the ICAI.
Other Matters
Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial
controls over financial reporting in so far as it relates to one subsidiary and three associates is based on the corresponding
reports of the auditors of such companies. incorporated in India.
For Suresh Surana & Associates LLP For Gokhale & Sathe
Chartered Accountants Chartered Accountants
Firm Regn. No. 121750W /W-100010 Firm Regn. No.103264W
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INVESTMENT
Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
In terms of our report attached For and on behalf of the Board of Directors
For SURESH SURANA & ASSOCIATES LLP For GOKHALE & SATHE N. N. TATA (DIN: 00024713) Chairman
Chartered Accountants Chartered Accountants F. N. SUBEDAR (DIN: 00028428) Vice Chairman
(Firm’s Registration No. 121750W / W-100010) (Firm’s Registration No. 103264W)
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2023
(` in lacs)
Particulars Note No. Year Ended Year Ended
31.03.2023 31.03.2022
Revenue from operations
Dividend Income.................................................................................................................................................................................................. 17,369.98 11,722.19
Interest Income..................................................................................................................................................................................................... 8.1 3,776.56 3,674.36
Net gain on fair value changes........................................................................................................................................................................ 8.2 6,569.81 9,973.56
Total Revenue from operations.................................................................................................................................. 27,716.35 25,370.11
Other Income......................................................................................................................................................................................................... 8.3 55.69 29.82
Total Income................................................................................................................................................................. 27,772.04 25,399.93
Expenses
Employee Benefits Expenses............................................................................................................................................................................ 8.4 1,395.90 1,293.32
Finance Costs......................................................................................................................................................................................................... 8.5 825.48 9.14
Depreciation, amortization and impairment............................................................................................................................................. 7.8, 7.9 & 7.10 94.78 90.81
Other expenses..................................................................................................................................................................................................... 8.6 1,793.99 1,200.19
Total Expenses............................................................................................................................................................. 4,110.15 2,593.46
Profit Before Share in Profit / (Loss) of Associates.................................................................................................... 23,661.89 22,806.47
Share in Profit and Loss of Associates........................................................................................................................ 3,565.79 1,785.73
Profit Before Tax.......................................................................................................................................................... 27,227.68 24,592.20
Tax Expense:
(1) Current Tax.................................................................................................................................................................................................. 2,377.12 2,818.95
(2) Excess provision of tax relating to earlier years............................................................................................................................. (24.05) -
(3) Deferred Tax................................................................................................................................................................................................ (299.91) 326.59
2,053.16 3,145.54
Profit After Tax (A)....................................................................................................................................................... 25,174.52 21,446.66
Other Comprehensive Income
(a) (i) Items that will not be reclassified to profit or loss :
– Changes in fair valuation of equity instruments............................................................................................................ (7,835.29) 6,02,778.46
– Remeasurement loss on defined benefits plans............................................................................................................ (58.49) (76.41)
(ii) Tax impacts on above.................................................................................................................................................................. (985.54) (67,865.63)
(iii) Share of Equity Accounted Investee...................................................................................................................................... (22.82) 39.54
(8,902.14) 534,875.96
(b) (i) Items that will be reclassified to profit or loss:
– Changes in fair value of bonds / debentures.................................................................................................................. (611.33) (546.09)
(ii) Tax impacts on above.................................................................................................................................................................. 160.67 59.10
(450.66) (486.99)
Other Comprehensive Income (B).............................................................................................................................. (9,352.80) 534,388.97
Total Comprehensive Income for the year................................................................................................................. 15,821.72 555,835.63
Profit / (Loss) attributable to:
(i) Equity Holder of Company.................................................................................................................................................................... 25,187.46 21,424.49
(ii) Non Controlling Interest........................................................................................................................................................................ (12.94) 22.17
Other Comprehensive Income attributable
(i) Equity Holder of Company.................................................................................................................................................................... (9,352.62) 534,387.03
(ii) Non Controlling Interest........................................................................................................................................................................ (0.18) 1.94
Total Comprehensive Income attributable
(i) Equity Holder of Company.................................................................................................................................................................... 15,834.84 555,811.52
(ii) Non Controlling Interest........................................................................................................................................................................ (13.12) 24.11
Earnings per equity share
Basic and Diluted (`)............................................................................................................................................................................................ 9 49.78 42.34
Accompanying Notes are an integral part of the Consolidated Financial Statements.
In terms of our report attached For and on behalf of the Board of Directors
For SURESH SURANA & ASSOCIATES LLP For GOKHALE & SATHE N. N. TATA (DIN: 00024713) Chairman
Chartered Accountants Chartered Accountants F. N. SUBEDAR (DIN: 00028428) Vice Chairman
(Firm’s Registration No. 121750W / W-100010) (Firm’s Registration No. 103264W)
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31ST MARCH, 2023
(` in lacs)
For the Year ended
31.03.2023 31.03.2022
A. CASH FLOW FROM OPERATING ACTIVITIES :
Net profit before tax........................................................................................................................................................................................................... 27,227.68 24,592.20
Adjustments for :
Share in Profit of associates.................................................................................................................................................................................................................................................... (3,565.79) (1,785.73)
Depreciation, amortisation and impairment.................................................................................................................................................................................................................... 94.78 90.81
Net gain on fair value changes.............................................................................................................................................................................................................................................. (1,037.29) (2,531.02)
Dividends received from associates.................................................................................................................................................................................................................................... 1,678.10 1,408.98
Expenses relating to increase in authorised capital of subsidiary............................................................................................................................................................................ 240.88 –
Amortisation of deferred lease expenses.......................................................................................................................................................................................................................... (0.01) (2.58)
Finance Cost ................................................................................................................................................................................................................................................................................ 825.48 9.14
Interest income calculated using effective interest rates............................................................................................................................................................................................ 201.45 (103.01)
Loss on derecognition of property, plant and equipment.......................................................................................................................................................................................... 0.87 0.07
Operating profit before working capital changes .......................................................................................................................................................... 25,666.15 21,678.86
Adjustments for :
Trade Receivables....................................................................................................................................................................................................................................................................... 4,354.73 (5,393.34)
Loans............................................................................................................................................................................................................................................................................................... 1.39 (0.04)
Other financial assets................................................................................................................................................................................................................................................................ (165.89) 756.22
Other non-financial assets...................................................................................................................................................................................................................................................... (251.54) (5.74)
Payables......................................................................................................................................................................................................................................................................................... 28.55 132.29
Derivative financial instruments........................................................................................................................................................................................................................................... (819.01) 587.61
Other Financial liabilities......................................................................................................................................................................................................................................................... 35.90 72.01
Provisions...................................................................................................................................................................................................................................................................................... 38.06 60.73
Other non-financial liabilities................................................................................................................................................................................................................................................. 2.63 (9.60)
Cash generated from operations....................................................................................................................................................................................... 28,890.97 17,879.00
Direct taxes paid – (Net of refunds)..................................................................................................................................................................................................................................... (5,926.94) (5,631.04)
Net cash from operating activities.................................................................................................................................................................................... 22,964.03 12,247.96
B. CASH FLOW FROM INVESTING ACTIVITIES :
Purchase of property, plant and equipment (including Capital Advances).......................................................................................................................................................... (22.73) (14.36)
Sale proceeds of property, plant and equipment........................................................................................................................................................................................................... 0.36 0.06
Purchase of investments.......................................................................................................................................................................................................................................................... (629,387.67) (281,972.48)
Sale proceeds of investments................................................................................................................................................................................................................................................ 613,695.68 281,243.90
Deposits placed/matured........................................................................................................................................................................................................................................................ (3,150.00)
Intercorporate deposits placed ............................................................................................................................................................................................................................................ – 1,107.89
Net cash (used in)/from investing activities..................................................................................................................................................................... (18,864.36) 365.01
C. CASH FLOW FROM FINANCING ACTIVITIES :
Cash payments for the principal portion of the lease liability................................................................................................................................................................................... (69.72) (68.98)
Cash payments for the interest portion of the lease liability...................................................................................................................................................................................... (10.35) (9.14)
CP proceeds (net of expenses)............................................................................................................................................................................................................................................... 23,239.11
Interest Paid thereon................................................................................................................................................................................................................................................................. (10.62) –
Expenses relating to change in non controlling interest............................................................................................................................................................................................. – (17.84)
Dividend paid.............................................................................................................................................................................................................................................................................. (27,827.41) (12,142.87)
Net cash used in financing activities................................................................................................................................................................................. (4,678.99) (12,238.83)
Net (decrease)/increase in cash and cash equivalents (A+B+C)..................................................................................................................................... (579.32) 374.14
Cash and cash equivalents at the beginning of the year............................................................................................................................................................................................. 1,033.30 659.16
Cash and cash equivalents at the end of the year.......................................................................................................................................................................................................... 453.98 1,033.30
Notes :
i) The above consolidated statement of cash flow has been prepared under the 'Indirect Method' as set out in IndAS 7 - 'Statement of Cash Flows'.
ii) Since the Company is an investment company, purchase and sale of investments have been considered as part of "Cash flow from investing activities" and interest earned (net) of ` 3,776.56 lacs
(Previous year ` 3,674.36 lacs) and dividend earned of ` 17,369.98 lacs (Previous year ` 11,722.19 lacs) have been considered as part of "Cash flow from operating activities"
iii) Direct taxes paid is treated as arising from operating activities and is not bifurcated between investing and financing activities.
iv) Cash and cash equivalents included in the Statement of Cash Flows comprise the following balance sheet items :-
As at As at
31.03.2023 31.03.2022
– --------(` in lacs)--------- –
Cash and cash equivalents as per Balance Sheet 453.98 1,033.30
v) Previous year’s figures have been regrouped, wherever necessary.
In terms of our report attached For and on behalf of the Board of Directors
For SURESH SURANA & ASSOCIATES LLP For GOKHALE & SATHE N. N. TATA (DIN: 00024713) Chairman
Chartered Accountants Chartered Accountants F. N. SUBEDAR (DIN: 00028428) Vice Chairman
(Firm’s Registration No. 121750W / W-100010) (Firm’s Registration No. 103264W)
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2023
A. Equity Share Capital
(` in lacs)
As at As at
31.03.2023 31.03.2022
Balance at the beginning of the year...................................................................................................................................... 5,059.53 5,059.53
Changes in Equity Share Capital due to prior period errors.................................................................................................................................. - -
Restated balance at the beginning of the current reporting period.................................................................................................................. 5,059.53 5,059.53
Changes in equity share capital during the current year ...................................................................................................................................... - -
Balance at the end of the year................................................................................................................................................. 5,059.53 5,059.53
B. Other equity
(` in lacs)
Reserves and Surplus Other Comprehensive Total
Income
Capital Capital Securities General Impair- Statutory Retained Debt In- Equity
Reserve Re- premium Reserve ment Reserve Earnings struments Instruments
demp- Reserves (u/s 45-IC Through Through
tion (as per of RBI Act, Other Other Com-
Reserve RBI 1934) Compre- prehensive
guide- hensive income
lines) income
Balance as at April 1, 2021................................ 4,163.35 450.00 30,502.06 56,458.18 6.90 66,524.64 111,119.37 714.63 1,148,897.51 1,418,836.64
Profit for the year.............................................................. - - - - - - 21,424.49 - - 21,424.49
Other Comprehensive Income for the year............ - - - - - - (57.18) (486.99) 534,931.20 534,387.03
Total Comprehensive Income........................... - - - - - - 21,367.31 (486.99) 534,931.20 555,811.52
Reclassification of gain on sale of equity - - - - - - 43,060.81 - (43,060.81) -
instruments classified as fair value through OCI **
Final Dividend on Ordinary shares............................. - - - - - - (12,142.87) - - (12,142.87)
Transfer to/from retained earnings............................ - - - - - 4,213.98 (4,213.98) - - -
Adjustments relating to change in non - 0.20 - (12.00) - 4.02 - - (7.78)
controlling interest..........................................................
Consolidation adjustment for Associates................ - - - - - - 17.61 - - 17.61
Balance as at March 31, 2022............................ 4,163.35 450.20 30,502.06 56,446.18 6.90 70,738.62 159,212.27 227.64 1,640,767.90 1,962,515.12
Profit for the year.............................................................. - - - - - - 25,187.46 - - 25,187.46
Other Comprehensive Income for the year............ - - - - - - (43.77) (450.66) (8,858.19) (9,352.62)
Total Comprehensive Income........................... - - - - - - 25,143.69 (450.66) (8,858.19) 15,834.84
Reclassification of gain on sale of equity - - - - - - 36,221.19 - (36,221.19) -
instruments classified as fair value through OCI **
Final Dividend on Ordinary shares............................. - - - - - - (27,827.41) - - (27,827.41)
Transfer to/from retained earnings............................ - - - - - 12,062.29 (12,062.29) - - -
Consolidation adjustment for Associates................ - - - - - - 1,596.17 - - 1,596.17
Balance as at March 31, 2023............................ 4,163.35 450.20 30,502.06 56,446.18 6.90 82,800.91 182,283.62 (223.02) 1,595,688.52 1,952,118.72
** Profit on sale of equity shares - ` 39,752.06 lacs, [tax thereon ` 3,530.87 lacs] (Previous Year - `. 45,828.14 lacs, [tax thereon ` 2,767.33 lacs]).
In terms of our report attached For and on behalf of the Board of Directors
For SURESH SURANA & ASSOCIATES LLP For GOKHALE & SATHE N. N. TATA (DIN: 00024713) Chairman
Chartered Accountants Chartered Accountants F. N. SUBEDAR (DIN: 00028428) Vice Chairman
(Firm’s Registration No. 121750W / W-100010) (Firm’s Registration No. 103264W)
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2023
1. Background Information
Tata Investment Corporation Limited referred to as ("The Company" or "TICL") and its subsidiary (referred collectively as the "Group"), a non-banking
financial company ("NBFC") registered with the Reserve Bank of India under the category of Investment Company, is primarily engaged in the business
of investment in listed and unlisted equity shares, debt instruments and mutual funds etc. of companies in a wide range of Industries. Pursuant to the
Scale Based Classification of NBFCs, introduced by the Reserve Bank of India (RBI), the Company has received a communication dated 18th April, 2023
from RBI categorising it as a Middle Layer NBFC.
These consolidated financial statements of the Group also include the Group's interest in associates.
The consolidated financial statements of the Company as on 31st March, 2023 were approved and authorised for issue by the Board of Directors on
5th May, 2023
Subsidiary Company
The Group combines the financial statements of the parent and its subsidiary company line-by-line adding together like items of assets, liabilities,
equity, income and expenses. The intra group balances and intra group transactions between the entities within the Group are fully eliminated.
Non Controlling interests in the results and equity of subsidiary are shown separately in the Consolidated Statement of Profit and Loss, Consolidated
Statement of Changes in Equity and Consolidated Balance Sheet respectively.
The Consolidated Financial Statements include the share of profits / (losses) of the Associate companies which have been accounted as per the ‘Equity
method’, and accordingly, the share of profits / (losses) of each of the Associate companies has been added to the cost of investments.
The excess of cost to the parent company of its investments in the subsidiary company over its share of equity of the Subsidiary company at the dates
on which the investments in the Subsidiary company are made, is recognised as ‘Goodwill’ being an asset in the Consolidated Financial statements.
Associate Company
Associates are those entities over which the Group has significant influence, but not control or joint control. Investments in associates are accounted
for using the equity method and are initially recognised at cost from the date significant influence commences, and thereafter to recognise the
Group’s share of post acquisition profits or losses of the investee in the Consolidated Statement of Profit and Loss, and the Group’s share of Other
Comprehensive Income of the investee in other comprehensive Income. Dividend received or receivable from associated are recognised as a reduction
in the carrying amount of the investment.
When the Group’s share of losses exceeds the carrying value of the associate, the carrying value is reduced to nil and recognition of further losses is
discontinued, except to the extent that the Group has incurred obligations in respect of the associate.
The Associate company has accumulated losses as at 31 March 2023. The Group has recognised its share of losses upto the aggregate of its investments
in equity shares of ` 3,660 lacs (previous year: ` 3,660 lacs) in the associate.The Group has discontinued recognising its share of further losses in
absence of any legal or constructive obligations towards the associate. Unrecognised share of the Group's loss is ` 5,009.76 lacs at 31 March 2023
(previous year: NIL).
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The Financial Statements of the Subsidiary and Associates used in the consolidation are drawn up to the same reporting date as that of the Holding
Company i.e. 31st March 2023.
Initial recognition:
The classification of financial instruments at initial recognition depends on their contractual terms and the business model for managing the
instruments.
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Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair
value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition
of financial assets or financial liabilities at FVTPL are recognised immediately in profit or loss.
Financial assets and financial liabilities, with the exception of loans, debt securities and deposits are recognised on the trade date i.e. when a
Group becomes a party to the contractual provisions of the instruments. Loans, debt securities and deposits are recognised when the funds are
transferred to the customers account. Trade receivables are measured at the transaction price.
Subsequent measurement
Financial assets at amortised cost
Financial assets having contractual terms that give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal outstanding and that are held within a business model whose objective is to hold such assets in order to collect such contractual cash
flows are classified in this category. Subsequently these are measured at amortised cost using effective interest method less any impairment
losses.
Debt Instruments at FVOCI
Debt instruments that are measured at FVOCI have contractual terms that give rise on specified dates to cash flows that are solely payments
of principal and interest on principal outstanding and that are held within a business model whose objective is achieved by both collecting
contractual cash flows and selling financial assets. These instruments largely comprise long-term investments made by the Group.
FVOCI debt instruments are subsequently measured at fair value with gains and losses arising due to changes in fair value recognised in OCI.
Interest income and gains and losses are recognised in profit or loss in the same manner as for financial assets measured at amortised cost. These
investments are subjected to impairment under Expected Credit Loss method.
On derecognition, cumulative gains or losses previously recognised in OCI are reclassified from OCI to profit or loss.
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Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity
instruments are recorded at the proceeds received, net of direct issue costs.
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(h) Depreciation and amortisation of property, plant and equipment and intangible assets
Depreciation on following tangible fixed assets has been provided on the straight-line method as per the useful life prescribed in Schedule II to
the Companies Act, 2013 except in respect of the furniture and fixtures, in which case the life of the assets has been assessed taking into account
the nature of the assets, the estimated usage of the asset on the basis of the management best estimation of getting economic benefits from such
assets. Further, assets Individually costing ` 5000/ – or less are fully depreciated in the year of purchase.
Intangible assets - Software is amortised over its estimated useful life of 4 years on straight line method.
The residual values, useful lives and method of Depreciation of property, plant and equipment are reviewed at each financial year end. Changes
in the expected useful life are accounted by changing the amortisation period or methodology, as appropriate, and treated as changes in
accounting estimates.
Property plant and equipment is derecognised on disposal or when no future economic benefits are expected from its use. Any gain or loss
arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is
recognised in other income / expense in the statement of profit and loss in the year the asset is derecognised. The date of disposal of an item of
property, plant and equipment is the date the recipient obtains control of that item in accordance with the requirements for determining when
a performance obligation is satisfied in Ind AS 115.
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Deferred tax assets and liabilities are measured using tax rates and laws, enacted or substantially enacted as of the balance sheet date and are
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of
changes in tax rates on deferred income tax assets and liabilities is recognised as an income or expense in the period that includes the enactment
or substantive enactment date.
Deferred tax assets and liabilities are offset to the extent that they relate to taxes levied by the same tax authority and they are in the same taxable
entity, or a Group of taxable entities where the tax losses of one entity are used to offset the taxable profits of another and there are legally
enforceable rights to set off current tax assets and current tax liabilities within that jurisdiction.
(o) Leases
As a lessee
The Group recognises a right of use asset and a lease liability at the lease commencement date. The right of use asset is initially measured at cost
which comprise the initial amount of lease liability adjusted for any lease payments made before the commencement date. The right of use asset
is subsequently depreciated using the straight line method of the balance lease term. In addition, the right of use asset is periodically reduced by
impairment loss, if any and adjusted for certain remeasurements of lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using
the implicit rate in the lease or the incremental borrowing rate, if that rate cannot be readily available at the commencement date of the lease for
the estimated term of the obligation.
Lease payments included in the measurement of the lease liability comprise the amounts expected to be payable over the period of lease. The
lease liability is measured at amortised cost using effective interest rate method. It is remeasured when there is a change in future lease payments
arising from change in the index or rate
Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments (including interest) have been classified
as financing cash flows.
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
7.2 Bank Balance other than cash and cash equivalents (` in lacs)
As at As at
31.03.2023 31.03.2022
(a) Bank balances in Unpaid dividend accounts........................................................................................................................ 294.41 301.29
(b) Fixed deposits with bank ............................................................................................................................................................ 3,183.01 -
3,477.42 301.29
As at 31.03.2023 (` in lacs)
Particulars Not Due Outstanding from due date
of payment
Less than 6 Total
months
Undisputed trade receivables - considered good.............................................................................................. 1,038.61 - 1,038.61
Disputed .......................................................................................................................................................................... - - -
1,038.61 - 1,038.61
As at 31.03.2022 (` in lacs)
Particulars Not Due Outstanding from due date
of payment
Less than 6 Total
months
Undisputed trade receivables - considered good.............................................................................................. 5,353.58 39.76 5,393.34
Disputed .......................................................................................................................................................................... - - -
5,353.58 39.76 5,393.34
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Note :
1 (` in lacs)
Name of the Associates Country of Ownership Original Amount of Share Carrying
incorporation Interest (%) Cost of Goodwill of post amount of
Investment (Capital acquisition investments
reserve) in Reserves
original cost and surplus
32.09 1,950.09 990.87 14,125.06 16,075.15
1. Tata Asset Management Private Limited India
(32.09) (1,950.09) (990.87) (10,667.12) (12,617.21)
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
a) The company has elected an irrevocable option to designate its investments in equity instruments through FVOCI, as the said investments are
not held for trading and company continues to invest for long term and remain invested in leaders in sectors, which it believes to have potential
to remain accretive over the long term.
b) Of the total dividend recognised during the year from investment in equity shares designated at FVOCI, ` 564.47 lacs (Previous year 338.49 lacs)
is relating to investment derecognised during the year and ` 18,007.96 lacs (Previous year ` 11,016.73 lac) pertains to investments held at the
end of reporting period.
c) During the year, total cumulative gains (net of taxes) of ` 36,221.19 lacs (Previous year 43,060.81 lacs) on investment in equity shares designated
at FVOCI have been transferred to retained earnings on derecognition of related investments after adjusting for tax effect thereon amounting
to ` 3,530.87 lacs (Previous Year – ` 2,767.33 lacs). The fair value of such investments on the date of derecognition is ` 81,497.37 lacs (Previous
year ` 68,733.21 lacs).
d) During the current or previous reporting periods, the Group has not reclassified any investments since its initial classification.
e) Shares lent as at 31.03.2023, under Stock Lending and Borrowing Scheme of the Securities and Exchange Board of India amount to ` Nil
(previous year ` 1,795.53 lacs).
f) The other disclosure regarding fair value and risk arising from financial instruments are explained in note No.16
Advance Tax - Net of provision ` 18,447.35 lacs (previous year ` 13,176.05 lacs)........................................................... 1,278.15 1,234.46
1,278.15 1,234.46
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
7.8.1 The Holding Company owns four immovable properties being apartments in Mumbai. The Holding Company acquired these immovable
properties through the agreement between the company and other companies of the Tata group. The common agreement appropriately specifies
the details of ownership of the four apartments owned by the Holding Company.
Name of the Asset As at Additions Deductions/ As at As at For the Deductions/ As at Net book
01.04.2022 during Adjustments 31.03.2023 01.04.2022 year Adjustments 31.03.2023 value as at
the year 31.03.2023
Software................................. 19.40 1.72 2.11 19.01 10.46 4.30 1.88 12.88 6.13
Previous year......................... (15.18) (4.22) - (19.40) (6.46) (4.00) - (10.46) (8.94)
Name of the Asset As at Additions Deductions/ As at As at For the Deductions/ As at Net book
01.04.2022 during Adjustments 31.03.2023 01.04.2022 year Adjustments 31.03.2023 value as at
the year 31.03.2023
Right of Use (ROU) Lease
Asset........................................ 235.94 - - 235.94 39.32 78.65 - 117.97 117.97
Previous year......................... (162.30) (235.94) (162.30) (235.94) (129.84) (71.78) (162.30) (39.32) (196.62)
i) Disclosure of amounts due to Micro, Small and Medium enterprises is based on information available with the Company regarding the status
of the suppliers as defined under ‘The Micro, Small and Medium Enterprises Development Act, 2006’ (MSMED). This has been relied upon by the
auditors.
ii) Trade Payables include amount payable to the Holding Company, Tata Sons Private Ltd., ` 186.87 lacs (Previous year ` 177.59 lacs).
iii) Trade payables are recognised at their original invoices amounts which represents their fair values on initial recognition. Trade payables are
considered to be of short duration and are not discounted and the carrying values are assumed to approximate their fair values.
iv) Trade Payables ageing schedule
As at 31.03.2023 (` in lacs)
Particulars Not Due Outstanding from due date
of payment
Less than 1 Total
year
Other than MSME
(1) Disputed dues....................................................................................................................................................... - - -
(2) Other than Disputed dues
- Billed....................................................................................................................................................................... - 0.46 0.46
- Unbilled dues...................................................................................................................................................... 386.65 - 386.65
386.65 0.46 387.11
As at 31.03.2022 (` in lacs)
Particulars Not Due Outstanding from due date
of payment
Less than 1 Total
year
Other than MSME
(1) Disputed dues....................................................................................................................................................... - - -
(2) Other than Disputed dues
- Billed....................................................................................................................................................................... - 12.39 12.39
- Unbilled dues...................................................................................................................................................... 346.17 - 346.17
346.17 12.39 358.56
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As at As at
31.03.2023 31.03.2022
Provisions for tax - Net of advance tax ` 8,313.45 lacs (Previous year ` 8,407.45 lacs).................................................. 157.49 171.53
157.49 171.53
As at As at
31.03.2023 31.03.2022
805.69 709.12
Significant components of net deferred tax assets and liabilities as at March 31, 2023 are as follows :
(` in lacs)
Financial Assets carried at fair valued through Profit and Loss......................... 536.48 (234.61) - 301.87
Equity carried at fair valued through Other Comprehensive Income............. 127,560.00 - (2,530.61) 125,029.39
Significant components of net deferred tax assets and liabilities as at March 31, 2022 are as follows :
(` in lacs)
Financial Assets carried at fair valued through Profit and Loss......................... 264.79 271.69 - 536.48
Financial Assets carried at fair valued through Other Comprehensive 129.85 - (22.05) 107.80
Income...................................................................................................................................
Equity carried at fair valued through Other Comprehensive Income............. 62,442.47 - 65,117.53 1,27,560.00
As at As at
31.03.2023 31.03.2022
29.58 26.95
(c) Reconciliation of the number of shares outstanding at the beginning and at the end of the year
2022-23 2021-22
(e) The Company has only one class of Ordinary shares having a par value of ` 10 per share. Each shareholder is eligible for one vote per share
held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting,
except in case of interim dividend. In the event of liquidation, the shareholders are eligible to receive the remaining assets of the Company
after distribution of all preferential amounts, if any, in proportion to their shareholding.
(f) The Company is Investment company, the objective of Company is invest in long term investments, and distributing the profits of company
by way of dividends in a way that shareholders can participate equitably in the Company's growth, while maintaining the financial foundation
of the company and ensure sustainable growth. Accordingly the Company has framed various policies such as investment policy, dividend
distribution policy which lays down the framework of Company's capital management
(g) The Board of Directors of the Holding Company, at its meeting held on November 16, 2018 had approved a proposal to buyback upto
4,500,000 equity shares of the Company for an aggregate amount not exceeding ` 45,000 lacs being 8.17% of the total paid up equity share
capital at ` 1000/- per equity share, which was approved by the shareholders by means of a special resolution through a postal ballot.
A Letter of Offer was made to all eligible shareholders. The Holding Company bought back 4,500,000 equity shares out of the shares that were
tendered by eligible shareholders and extinguished the equity shares bought on February 22, 2019.
Capital Redemption Reserve was created to the extent of Share Capital extinguished ` 450 lacs. Total amount of ` 45,000 lacs from securities
premium was utilised towards the buy-back and ` 346.61 lacs utilised from retained earning towards transaction costs of buy-back.
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General reserve
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
(` in lacs)
As at As at
31.03.2023 31.03.2022
Retained Earnings
Add: Realised gains on sale of equity shares carried through FVOCI.................................................................................. 36,221.19 43,060.81
182,283.62 159,212.27
(223.02) 227.64
Less: Realised gains on sale of equity shares carried through FVOCI................................................................................... (36,221.19) (43,060.81)
1,595,688.52 1,640,767.90
- -
1,595,465.50 1,640,995.54
1,952,118.72 1,962,515.12
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General Reserve
The General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General reserve
is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the
General reserve will not be reclassified subsequently to the statement of profit and loss.
Statutory Reserve
Statutory Reserve represents the reserve created pursuant to the Reserve Bank of India Act, 1934 (the “RBI Act”) and related regulations
applicable to those companies. Under the RBI Act, a non-banking finance company is required to transfer an amount not less than 20% of its
net profit to a reserve fund before declaring any dividend. Appropriation from this reserve fund is permitted only for the purposes specified by
the RBI.
Impairment Reserve
Impairment Reserve represents the reserve created pursuant to the per RBI circular dated March 13, 2020 on 'Implementation of Indian
Accounting Standards'. Under the circular, where the impairment allowance under Ind AS 109 is lower than the provisioning required as per
prudential norms on Income Recognition, Asset Classification and Provisioning (including standard asset provisioning) the difference should
be appropriated from the net profit to a separate 'Impairment Reserve'. Withdrawals from this reserve is allowed only after obtaining permission
from the RBI. Though the Company is generally not in the activity of lending loans and advances, however, the provision for standard asset
outstanding as on April 1, 2019 has been reversed and an amount equivalent to 0.40% of standard assets has been transferred to 'Impairment
Reserve' as on March 31, 2020 out of abundant caution.
3,776.56 3,674.36
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Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
(A) Net gain/ (loss) on financial instruments at fair value through profit and loss account :-
6,569.81 9,973.56
6,569.81 9,973.56
Note:
The above gain / (loss) on derivative financial instruments are in the nature of covered call option contracts and are classified as a trading
portfolio.
55.69 29.82
1,395.90 1,293.32
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Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
825.48 9.14
vi) Net loss on derecognition of property, plant and equipment................................................................................... 0.87 0.07
34.56 30.03
1,793.99 1,200.19
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The Company makes its CSR contribution towards promoting education, healthcare, poverty alleviation, environmental sustainability and others.
- Deferred tax relating to origination and reversal of temporary differences.......................................................... (299.91) 326.59
(824.87) (67,863.15)
- At India’s statutory income tax rate of 25.168% (2022: 25.168%)............................................................................. 6,852.66 6,189.36
Income tax expense reported in the Consolidated statement of profit and loss 2,053.16 3,145.54
The effective income tax rate for 31 March 2023 is 7.54% (31 March 2022: 12.79%).
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There have been no transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of the
completion of these consolidated financial statements which would require the restatement of EPS.
10. Segment Information
As the Group has no activities other than those of an investment company, the segment reporting under Indian Accounting Standard Ind AS
108 - 'Operating Segments' is not applicable. The Group does not have any reportable geographical segment.
12. Dividend of ` 48 per share (previous year ` 55 per share) amounting to ` 24,285.74 lacs (previous year ` 27,827.41 lacs) is proposed on ordinary
shares. The recommended dividend will be accounted for when approved by the shareholders.
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(iv) The Company expects to contribute ` 20 lacs to the plan during the financial year 2023-24 (Previous Year: ` 20 lacs).
(v) The table below outlines the effect on retirement gratuity obligation in the event of a decrease/increase of 0.50% in the assumptions used.
As at 31.03.2023
Impact on obligation
Assumption Change in assumption
Increase Decrease
` 10.51 lacs ` 11.03 lacs
Discount rate Increase by 0.50%, decrease by 0.50%
(2.86%) 3.00%
` 10.93 lacs ` 10.51 lacs
Salary rate Increase by 0.50%, decrease by 0.50%
2.97% (2.86%)
As at 31.03.2022
Impact on obligation
Assumption Change in assumption
Increase Decrease
Discount rate ` 10.68 lacs ` 11.27 lacs
Increase by 0.50%, decrease by 0.50%
(3.32%) 3.50%
` 11.32 lacs ` 10.83 lacs
Salary rate Increase by 0.50%, decrease by 0.50%
3.52% (3.37%)
The above sensitivities may not be representative of the actual change as it is unlikely that the change in assumptions would occur in
isolation of one another as some of the assumptions may be correlated.
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Investment Risk and Asset-Liability Risk : The money contributed by the Company to the fund to finance the liabilities of the plan has
to be invested. The trustees of the plan are required to invest the funds as per the prescribed pattern of investments laid out in the income
tax rules for such approved plans. Due to the restrictions in the type of investments that can be held by the fund, it is not possible to
explicitly follow an asset-liability matching strategy to manage risk actively.
During the year, there were no plan amendments, curtailments and settlements.
(` in lacs)
Year ended Year ended
31.03.2023 31.03.2022
Medical Medical
Change in defined benefit obligation
Obligation at the beginning of the year........................................................................................................................... 277.47 190.82
Current Service Cost................................................................................................................................................................. 10.28 6.64
Interest Cost................................................................................................................................................................................ 18.91 12.25
Remeasurement loss................................................................................................................................................................ 23.05 74.44
Benefits paid............................................................................................................................................................................... (8.85) (6.68)
Obligation at the end of the year......................................................................................................... 320.86 277.47
(` in lacs)
Year ended Year ended
31.03.2023 31.03.2022
Medical Medical
Expense recognised in the statement of profit and loss consists of
Employee benefits expense
Current service cost.................................................................................................................................................................... 10.28 6.64
Net interest expense.................................................................................................................................................................. 18.91 12.25
29.19 18.89
Amount recognised in Other Comprehensive Income
Actuarial (gain) arising from changes in financial assumption.................................................................................. (28.25) (17.43)
Actuarial loss arising from changes in experience adjustments................................................................................ 51.30 91.87
23.05 74.44
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(` in lacs)
Year ended Year ended
31.03.2023 31.03.2022
Medical Medical
(ii) Key assumptions used in the measurement of medical benefits is as below
Discount Rate (per annum)...................................................................................................................................................... 7.50% 6.90%
Inflation rate (per annum)........................................................................................................................................................ 6.00% 6.00%
(iii) The table below outlines the effect on Medical benefits in the event of a decrease/increase of 0.50% in the assumptions used.
As at 31.03.2023
Assumption Change in assumption Impact on obligation
Increase Decrease
Discount rate Increase by 0.50%, decrease by 0.50% (6.55%) 7.26%
Medical Inflation Increase by 1%, decrease by 1% 15.41% (12.73%)
Life Expectancy Increase by 1 year, decrease by 1 year 2.47% (2.67%)
As at 31.03.2022
Assumption Change in assumption Impact on obligation
Increase Decrease
Discount rate Increase by 0.50%, decrease by 0.50% (7.11%) 7.94%
Medical Inflation Increase by 1%, decrease by 1% 16.82% (13.70%)
Life Expectancy Increase by 1 year, decrease by 1 year 2.52% (2.71%)
The above sensitivities may not be representative of the actual change as it is unlikely that the change in assumptions would occur in
isolation of one another as some of the assumptions may be correlated.
(iv) Projected Plan Cash Flow
The table below shows the expected cash flow profile of the benefits to be paid to the current membership of the plan based on past
service of the employees as at the valuation date
(` in lacs)
Maturity Profile Year ended Year ended
31.03.2023 31.03.2022
Expected benefits for year 1 ................................................................................................................................................... 8.95 6.76
Expected benefits for year 2 ................................................................................................................................................... 9.52 7.62
Expected benefits for year 3 ................................................................................................................................................... 11.64 8.09
Expected benefits for year 4 ................................................................................................................................................... 12.32 9.78
Expected benefits for year 5 ................................................................................................................................................... 13.85 10.34
Expected benefits for year 6 ................................................................................................................................................... 16.83 11.59
Expected benefits for year 7 ................................................................................................................................................... 18.99 13.92
Expected benefits for year 8 ................................................................................................................................................... 21.02 15.66
Expected benefits for year 9 ................................................................................................................................................... 22.86 17.31
Expected benefits for year 10 and above........................................................................................................................... 1,116.44 964.26
Weighted average duration of post-retirement medical benefit obligation is 13.77 years (March 31, 2022: 15.01 Years).
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Risk Associated with Defined Benefit Plan- Post Retirement Medical Benefits
Inherent risk : The plan is of a defined benefit in nature which is sponsored by the Company and hence it underwrites all the risks
pertaining to the plan. In particular, there is a risk for the Company that any adverse increase in healthcare costs or demographic
experience can result in an increase in cost of providing these benefits to employees in future. The benefits are also paid during the
lifetime of the beneficiaries and the plan carries the longevity risks.
During the year, there were no plan amendments, curtailments and settlements.
204
b) Related Party Transactions
(` in lacs)
Notice
2022-23 2021-22
Holding Associ- Other Other Other Other Other Other KMP Holding Associ- Other Other Other Other Other Other KMP
Company ates Subsi – Assoc – Associate Subsid- Joint Related Compa- ates Subsi – Assoc – Asso- Subsid- Joint Relat-
diaries of iates of of Fellow iary of Venture / Parties ny diaries of iates of ciate of iary of Venture / ed
Promoter Promot- Subsidi- Fellow Subsid- Promoter Promot- Fellow Fellow Subsid- Par-
er ary of Subsidi- iary of er Subsidi- Subsidi- iary of ties
Promoter ary of associate ary of ary of associate
Promoter of Pro- Promot- Promot- of Pro-
moter er er moter
Board’s Report
4. Dividends received................ 32.60 1,678.10 1,827.23 8,966.20 - - 14.00 - - 32.60 1,408.98 1,057.33 5,928.31 - - 4.66 - -
5. Dividends paid........................ 19,065.56 - 443.21 903.17 - - 445.91 - - 8,319.52 - 193.40 203.44 - - 194.58 - -
received.....................................
10. Other expenses....................... - - 8.88 5.48 12.87 13.68 7.92 - - - - 8.85 9.02 12.32 - 2.50 - -
Post employment - - - - - - - - - - - - - - - - - -
benefits*....................................
Standalone Financial Statements
* No separate figures are available towards Compensated absences, Contribution to gratuity fund and Post retirement medical benefit fund.
Consolidated Financial Statements
205
206
c) Details of related party transactions included in (b) above
(` in lacs)
2022-23 2021-22
Associ- Other Other Other Other Other Other KMP Associ- Other Other Other Other Other Other KMP
ates Subsi- Assoc- Associate Subsid- Joint Related ates Subsi- Assoc- Associate Subsid- Joint Related
diaries of iates of of Fellow iary of Venture / Parties diaries of iates of of Fellow iary of Venture / Parties
Promoter Promoter Subsidi- Fellow Subsid- Promoter Promoter Subsidi- Fellow Subsid-
ary of Subsidi- iary of ary of Subsidi- iary of
Promoter ary of associate Promoter ary of associate
Promoter of Pro- Promoter of Pro-
moter moter
Proceeds received on Buy-back
INVESTMENT
207
208
c) Details of related party transactions included in (b) above
(` in lacs)
2022-23 2021-22
Associ- Other Other Other Other Other Other KMP Associ- Other Other Other Other Other Other KMP
ates Subsi- Assoc- Associate Subsid- Joint Related ates Subsi- Assoc- Associate Subsid- Joint Related
diaries of iates of of Fellow iary of Venture / Parties diaries of iates of of Fellow iary of Venture / Parties
Promoter Promoter Subsidi- Fellow Subsid- Promoter Promoter Subsidi- Fellow Subsid-
ary of Subsidi- iary of ary of Subsidi- iary of
Promoter ary of associate Promoter ary of associate
Promoter of Pro- Promoter of Pro-
moter moter
Outstanding receivables
INVESTMENT
The following table shows the carrying amounts and fair values of financial assets (excluding investment in associate companies) and financial
liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities if the
carrying amount is a reasonable approximation of fair value.
(` in lacs)
Particulars As at 31.03.2023
Amortised Fair value Fair value Total Total fair Fair value
cost through through OCI carrying value
profit or value Level 1 Level 2 Level 3 Total
loss
Financial Assets
Bank balances
other than
cash and cash
equivalents 3,477.42 - - 3,477.42 3,477.42 - - - -
Investments
- Government
Securities (Gsec) - 9,191.11 9,191.11 9,191.11 9,191.11 - - 9,191.11
- Exchange traded
funds - 25,535.28 25,535.28 25,535.28 25,535.28 - - 25,535.28
- in Bonds /
Debentures - - 31,846.06 31,846.06 31,846.06 - 31,846.06 - 31,846.06
- in Certificate of
Deposits 27,644.93 - - 27,644.93 27,644.93 - - - -
Other financial
assets 107.69 - - 107.69 107.69 - - - -
Financial
Liabilities
Derivative financial
instruments - 42.19 - 42.19 42.19 42.19 - - 42.19
Trade payables
and other financial
liabilities 25,312.83 - - 25,312.83 25,312.83 - - - -
209
INVESTMENT
Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
(` in lacs)
As at 31.03.2022
Amortised Fair value Fair value Total carry- Total fair Fair value
Particulars cost through through OCI ing value value
profit or Level 1 Level 2 Level 3 Total
loss
Financial Assets
Investments
- in Bonds /
Debentures - - 33,911.84 33,911.84 33,911.84 - 33,911.84 - 33,911.84
Other financial
assets 114.60 - - 114.60 114.60 - - - -
Financial Liabilities
Derivative financial
instruments - 861.20 - 861.20 861.20 861.20 - - 861.20
Trade payables
and other financial
liabilities 1,281.36 - - 1,281.36 1,281.36 1,281.36 - - 1,281.36
Investments in mutual funds, venture capital funds, InvITs and REITs are classified as fair value through the statement of profit and loss.
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level
1 to Level 3, as described below:
Level I: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level II: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
Level III: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
(i) The management assessed that fair value of cash and cash equivalents, trade receivables, trade payables, and other financial assets and liabilities
approximate their carrying amounts largely due to the short-term maturities of these instruments
210
Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
(ii) Financial assets and liabilities are stated at carrying value which approximates their fair value.
(iii) The fair values of the equity investment which are quoted, are derived from quoted market prices in active markets. The Investments measured at
fair value and falling under fair value hierarchy Level 3 are valued on the basis of valuation reports provided by external valuers with the exception
of certain investments, where cost has been considered as an appropriate estimate of fair value because of a wide range of possible fair value
measurements and cost represents the best estimate of fair values within that range
(iv) The fair value of the financial instruments that are not traded in an active market is determined using valuation techniques. The Group uses its
judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting
period.
(v) There have been no transfers between Level I and Level II for the years ended 31.03.2023 and 31.03.2022.
(vi) Reconciliation of Level III fair value measurement is as below:
(` in lacs)
Particulars As at As at
31.03.2023 31.03.2022
The Group has exposure to the following risks arising from financial instruments:
• Credit risk
• Liquidity risk; and
• Market risk
The Group has a risk management policy which not only covers the market risks but also other risks associated with the financial assets and liabilities
such as interest rate risks and credit risks.
The risk management policy is approved by the Board of Directors. The risk management framework aims to:
(i) create a stable business planning environment by reducing the impact of currency and interest rate fluctuations on the Company’s business plan.
(ii) achieve greater predictability to earnings by determining the financial value of the expected earnings in advance.
Credit Risk:
Credit risk is the risk of financial loss to the company if a customer or counter-party fails to meet its contractual obligations.
Trade receivables
Credit risk with respect to trade receivables is limited, since the trade receivables amount is immaterial.
211
INVESTMENT
Eighty Sixth Annual Report 2022-2023 Tata Investment Corporation Limited
Liquidity Risk:
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due. The Group manages its liquidity risk by
ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions,
without incurring unacceptable losses or risk to the Group’s reputation.
The table below analyses the Group's financial liabilities into relevant maturity groupings based on their contractual maturities for:
* all non derivative financial liabilities.
* Derivative financial instruments for which the contractual maturities are essential for understanding the timing of the cash flows.
(` in lacs)
As at 31.03.2023 As at 31.03.2022
Carrying Value ............................... 42.19 387.17 24,043.63 882.03 861.20 358.56 922.80
Contractual Cash flows..................... 42.19 387.17 24,043.63 890.79 861.20 358.56 941.90
- Less than one year................................... 42.19 387.17 24,043.63 847.72 861.20 358.56 814.75
Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such
as equity price, interest rates etc.) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices.
The Group is exposed to market risk primarily related to the market value of its investments.
Interest rate risk arises from effects of fluctuation in prevailing levels of market interest rates on the fair value of Bonds / Debentures / Gsec.
Since the Company does not have any financial assets or financial liabilities bearing floating interest rates, any change in interest rates at the reporting
date would not have any significant impact on the consolidated financial statements of the Company.
Currency risk:
Currently company does not have transaction in foreign currencies and hence the company is not exposed to currency risk.
Price risk:
(a) Exposure
The company is exposed to equity price risk arising from investments held by the company and classified in the balance sheet either as fair value
through OCI or at fair value through profit or loss.
To manage its price risk arising from investment in equity securities, the company diversifies its portfolio. Diversification of the portfolio is done
in accordance with the limits set by the company.
The majority of the company's equity investments are listed on the Bombay stock exchange (BSE) or the National stock exchange (NSE) in India.
212
Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
The table below summaries the impact of increases/decreases of the index on the company's equity and profit for the year. The analysis is
based on the assumption that the equity/index had increased by 2% or decreased by 2% with all other variables held constant, and that all the
company's investment in equity instruments moved in line with the index.
(` in lacs)
Profit for the period would increase/decrease as a result of gains/losses on exchange traded funds equity securities classified as fair value through
profit or loss, if any. Other components of equity would increase/decrease as a result of gain/losses on equity securities classified as fair value
through other comprehensive income.
213
214
17. Maturity analysis of Assets and Liabilities :
The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled.
(` In lacs)
Within 12 months After 12 months Total Within 12 months After 12 months Total
ASSETS
Financial Assets
INVESTMENT
(` in lacs) Notice
Net assets, i.e., total assets Share in profit or loss Share in Other Total Comprehensive Income
minus total liabilities Comprehensive Income
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated consolidated consolidated consolidated
net assets profit or loss profit or loss profit or loss
Parent:
Board’s Report
Tata Investment Corporation Limited.......... 99.13 1,940,225.25 95.64 24,090.26 99.68 (9,322.29) 93.26 14,767.97
Subsidiaries:
Indian
Simto Investment Company Limited........... 1.17 22,856.12 (2.23) (562.55) 0.08 (7.69) (3.60) (570.24)
Minority Interests
Indian
Simto Investment Company Limited........... (0.01) (189.02) 0.05 12.94 0.00 0.18 0.08 13.12
"Associates (Investment as per the
equity method)"
Report on Corporate Governance
Indian
Tata Asset Management Private Limited... 0.82 16,075.15 7.48 1,884.59 0.24 -22.82 22.24 3,521.44
Tata Trustee Company Private Limited........ 0.03 510.21 0.01 3.10 - - 0.14 21.53
Amalgamated Plantations Private Limited. - - - - - - - -
Elimination............................................... (1.14) (22,299.46) (0.96) (240.88) - - (12.12) (1,918.98)
100.00 1,957,178.25 100.00 25,187.46 100.00 (9,352.62) 100.00 15,834.84
Standalone Financial Statements
Consolidated Financial Statements
215
216
As on 31.03.2022
(` in lacs)
Net assets, i.e., total assets Share in profit or loss Share in Other Share of profit or
minus total liabilities Comprehensive Income loss (Including Other
Comprehensive Income)
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated consolidated consolidated consolidated
net assets profit or loss profit or loss profit or loss
INVESTMENT
Parent:
Tata Investment Corporation Limited........... 99.27 1,953,284.69 93.99 20,136.42 99.98 534,270.99 99.75 554,407.41
Subsidiaries:
Indian
Eighty Sixth Annual Report 2022-2023
Simto Investment Company Limited............ 0.44 8,667.24 4.36 933.49 0.01 78.44 0.18 1,011.93
Minority Interests
Indian
Simto Investment Company Limited............ (0.01) (202.14) (0.10) (22.17) 0.00 (1.94) 0.00 (24.11)
Associates (Investment as per the
equity method)
Indian
Tata Asset Management Private Limited.... 0.64 12,617.21 9.23 1,977.62 - (1.31) 0.60 3,349.54
Tata Trustee Company Private Limited......... 0.03 507.11 - 1.06 - - 0.01 36.81
Amalgamated Plantations Private Limited. - - (7.48) (1601.93) 0.01 40.85 (0.28) (1,561.08)
Elimination............................................... (0.37) (7,299.46) - - - - (0.25) (1,408.98)
100.00 1,967,574.65 100.00 21,424.49 100.00 534,387.03 100.00 555,811.52
Tata Investment Corporation Limited
Notice Board’s Report Report on Corporate Governance Standalone Financial Statements Consolidated Financial Statements
Capital Management
19. The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development
of the business. The Group has adequate cash and bank balances. The Group monitors its capital by a careful scrutiny of the cash and bank balances,
and a regular assessment of any debt requirements. In the absence of any debt, the maintenance of debt equity ratio etc. may not be of any relevance
to the Group.
20. Following are the additional disclosures required as per Schedule III to the Companies Act, 2013 vide Notification dated March 24, 2021;
a. Details of Benami Property held:
There are no proceedings which have been initiated or pending against the Group for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 and rules made thereunder.
b. Wilful Defaulter:
The Group has not been declared as Wilful Defaulter by any Bank or Financial Institution or other Lender.
c. Relationship with Struck off Companies :
During the year, the Group does not have any transactions with the companies struck off under Section 248 of Companies Act, 2013 or Section
560 of Companies Act, 1956.
d. Compliance with number of layers of companies:
The Group has complied with the number of layers prescribed under clause (87) of Section 2 of the Act read with Companies (Restriction on
number of Layers) Rules, 2017.
e. Utilisation of Borrowed funds and share premium:
During the financial year ended 31.03.2023, other than the transactions undertaken in the normal course of business and in accordance with
extant regulatory guidelines as applicable.
(i) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed
funds or share premium or any other sources or kind of funds) by the Group to or in any other person or entity, including foreign entity
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly
or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(ii) No funds (which are material either individually or in the aggregate) have been received by the Group from any person or entity, including
foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Group shall, whether, directly
or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
f. Undisclosed Income:
The Group does not have any transactions not recorded in the books of accounts that has been surrendered or disclosed as income during the
year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act,
1961). Also, there are nil previously unrecorded income and related assets.
g. Details of Crypto Currency or Virtual Currency:
The Group has not traded or invested in Crypto currency or Virtual Currency during the financial year.
h. Capital work in progress (CWIP) and Intangible asset:
The Group does not have any CWIP and Intangible asset under development.
i. The Group has not revalued its Property, Plant and Equipment during the year as well as in previous year.
21. Events after Reporting date
There have been no events after the reporting date that require disclosure in these consolidated financial statements.
22. Previous year's figures have been regrouped, wherever necessary, to correspond with current year's classification.
In terms of our report attached For and on behalf of the Board of Directors
For SURESH SURANA & ASSOCIATES LLP For GOKHALE & SATHE N. N. TATA (DIN: 00024713) Chairman
Chartered Accountants Chartered Accountants F. N. SUBEDAR (DIN: 00028428) Vice Chairman
(Firm’s Registration No. 121750W / W-100010) (Firm’s Registration No. 103264W)
217
FINANCIAL STATISTICS
(For the last 20 years)
(Rupees in lacs)
Year Paid up Reserves Total Invest- Other assets Total Total Profit Profit Dividend/ Dividend Realisable Debt/ Number of
Capital and Borro- ments (at less other Income Expenses before after Dividend on value of Equity companies
Surplus/ wings or below liabilities (including (including Tax Tax Tax Ordinary invest-ments ratio invested in
Other cost) (net) net net Shares (excluding
Equity interest) interest) (%) mutual
fund units)
As per IGAAP
2003-04 2297.36 37946.15 3875.18 45501.06 (1382.37) 9036.69 486.62 8550.07 8055.68 2617.62 101 118476 0.10:1 238
2004-05 2297.36 46357.29 633.70 51652.21 (2363.86) 11918.47 528.63 11389.84 11237.53 3148.25 120 149005 0.01:1 237
2005-06 3446.04 56807.47 417.89 62462.40 (1791.00) 17087.84 628.56 16459.28 16314.07 4715.21 120 243807 0.01:1 231
2006-07 3446.04 68635.94 53.31 75358.83 (3223.54) 20413.52 639.93 19773.59 18164.87 6047.54 150 221000 0.01:1 229
2007-08 3446.04 81066.83 - 88819.05 (4306.18) 21007.65 776.24 20231.41 18585.20 6047.54 150 306572 0.00:1 184
2008-09 3446.04 91080.56 44774.23 121921.98 17378.85 21344.33 997.00 20347.33 18629.02 6047.54 150 216627 0.00:1* 178
2009-10 4823.71 148153.89 - 130552.19 22425.41 23262.10 981.55 22280.55 19391.59 7256.39 150 363807 0.00:1 197
2010-11 4823.71 159144.91 - 129088.44 34880.18 24727.83 1281.18 23446.65 19858.86 8999.78 160 405853 0.00:1 205
2011-12 5509.53 186583.20 - 180760.84 11331.89 20234.92 1667.27 18567.65 16158.69 13446.96 210 447177 0.00:1 171
2012-13 5509.53 192280.21 - 194160.53 3629.21 20616.58 1464.55 19152.03 16713.92 10313.40 160 477733 0.00:1 158
2013-14 5509.53 201047.72 - 214161.54 (7604.29) 22304.67 1536.83 20767.84 17867.84 10957.99 170 529083 0.00:1 121
2014-15 5509.53 209434.64 - 223184.52 (8240.35) 23111.71 1509.39 21602.32 18651.32 11272.94 170 707252 0.00:1 124
2015-16 5509.53 218087.28 - 219735.37 3861.44 25207.28 1785.26 23422.02 20261.02 11272.94 170 665758 0.00:1 110
2016-17 5509.53 238951.66 - 242008.92 2452.27 27136.99 3129.07 24007.92 20237.92 11936.05 180 841863 0.00:1 111
2017-18 5509.53 251029.16 - 252072.29 4466.40 30976.69 2690.01 28286.68 23748.68 13284.03 200 1015853 0.00:1 109
2018-19 5059.53 776961.58 - 221957.42 (152070.51) 18184.45 2121.75 16062.70 14765.04 12199.06 200 934092 0.00:1 91
As per Ind AS
2019-20 5059.53 792335.62 - 233582.38 (7551.77) 14956.13 2034.80 12921.33 11864.11 9107.15 180 804947 0.00:1 88
2020-21 5059.53 1405960.62 - 254737.77 (59558.85) 14016.35 2015.15 12001.20 10883.41 12142.87 240 1470579 0.00:1 70
2021-22 5059.53 1948225.16 - 304703.18 (124743.60) 25351.90 2543.17 22808.73 20136.32 27827.42 550 2078028 0.00:1 87
2022-23 5059.53 1935165.72 - 322791.61 (106977.17) 28834.13 2978.93 25855.20 24090.26 24285.74 480** 2047202+ 0.00:1 85
Note : Previous years’ figures have been re-grouped wherever necessary.
* Zero coupon fully convertible bonds not considered as debt.
** Subject to shareholders approval.
+ Please see Note 6 of the Board's Report.
SUMMARY OF INVESTMENTS
DISTRIBUTION AMONG DIFFERENT INDUSTRIES AND CLASSES OF SECURITIES
(Quoted and Unquoted Investments)
As on As on
31.03.2023 31.03.2022
(%) (%)
I. Distribution among different industries /classes of securities as a percentage to the
book value -
218