tata investment corporation ltd Directors report

TO

THE MEMBERS,

The Directors present their Eighty Fifth Annual Report with the Audited Financial Statements for the year ended 31st March, 2022.

1. FINANCIAL RESULTS (under Ind AS) :

	Standalone		Consolidated
	FY 2021-22	FY 2020-21	FY 2021-22	FY 2020-21
	(Rs. in crore)	(Rs. in crore)	(Rs. in crore)	(Rs. in crore)
Dividend, Interest, Net gain on Fair Value changes & Others	253.38	140.06	253.85	163.14
Other Income	0.14	0.10	0.15	0.12
Total Income	253.52	140.16	254.00	163.27
Total Expenses	25.43	20.15	25.94	20.57
Share in Profit and Loss of Associates	-	-	17.86	24.71
Profit before tax	228.09	120.01	245.92	167.40
Less: Provision for tax	26.73	11.18	31.46	12.78
Profit after tax	201.36	108.83	214.46	154.62
Non Controlling Interest	-	-	(0.22)	(0.64)
Profit attributable to equity holder of the Company	201.36	108.83	214.24	153.99
Earnings Per Share Basic and Diluted (Rs.)	39.80	21.51	42.34	30.44
Opening balance of retained earnings	983.45	777.43	1,111.19	865.48
Profits for the year	201.36	108.83	214.24	153.99
Other Comprehensive Income	(0.57)	0.31	(0.57)	0.31
Realised gains on equity shares carried at fair value through OCI	430.61	209.72	430.61	209.70
The Directors have made the following appropriations-
- Dividend (including tax on dividend) (Refer Para 3)*	121.43	91.07	121.43	91.07
- Transfer to Statutory Reserve Reserves	40.27	21.77	42.14	27.06
Closing balance of retained earnings	1,453.15	983.45	1,592.12	1,111.19

* Pertaining to dividend for the Financial Year 2020-21, paid in 2021-22.

2. OPERATIONS :

The Standalone Operating Income of the Company is derived from a mix of dividend, interest income, income from derivatives and other income. The profit from the sale of long-term equity investments (post tax) for the year ended 31st March, 2022 is Rs.430.61 crore as compared to Rs.209.72 crore for the FY 2020-21 which have been carried at Fair Value through Other Comprehensive Income. The standalone profit before tax for the year under review is Rs.228.09 crore as against Rs.120.01 crore for the FY 2020-21, whereas the profit after tax for the year under review stands at Rs.201.36 crore as against Rs.108.83 crore for the FY 2020-21. The Consolidated profit after tax for the year amounted to Rs.214.46 crore as compared to Rs.154.62 crore for the FY 2020-21.

The total number of companies whose issuances, equity or debt in which your Company has invested stands at 87 as on 31st March, 2022, out of which 73 are Quoted and 14 are Unquoted companies.

3. DIVIDEND :

The Directors are pleased to recommend a dividend of Rs.55 per share (550%) [previous year Rs.24 per share (240%)] on the paid-up capital of Rs.50.59 crore aggregating Rs.278.27 crore 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 :

The closing balance of the retained earnings of the Company for FY 2021-22, after all appropriation and adjustments, was Rs.1,453.15 crore (as on 31st March, 2021 Rs.983.45 crore).

5. VALUE CREATED :

"Value Created" is a measure which evaluates the wealth created net of the capital invested by the shareholders. We evaluate your Companys 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-a-vis the Benchmark and the Compounded Annual Growth Return (CAGR).

Year End (31st March)	Realisable Value of Investments (A)	Net Current/ Fixed Assets (B)	Shareholder Funds (Equity +Share Premium) (C)	Value Created (A)+ (B)-(C)	BSE 200
	(Rs. crs)	(Rs. crs)	(Rs. crs)	(Rs. crs)
2007	2,210.00	(32.23)	91.80	2,085.97	1,557
2022	20,780.28	34.37	355.62	20,459.03	7,540
			Nos of times Growth (X)	9.81	4.84
			CAGR	16.44%	11.08%

Shareholders will be pleased to note that the "Value Created" has recorded a compounded annual growth rate (CAGR) of 16.44% vis-a-vis BSE 200 of 11.08% over the period 31st March, 2007 to 31st March, 2022. 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 Rs.1,503.32 crore over the 15 year period as dividends to its shareholders and returned capital vide a buyback of Rs.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 17.16 %.

6. MANAGEMENT DISCUSSION & ANALYSIS :

A summarised position of the Companys portfolio of investments is given below:-

	As on 31.03.2022	As on 31.03.2021
	(Rs. in crore)	(Rs. in crore)
QUOTED INVESTMENTS
Net Book value	2,493.31	1,925.85
Market value	19,541.76	13,739.23
UNQUOTED INVESTMENTS
Net Book value (including Mutual Funds)	553.72	621.53
Estimated value	1,238.52	966.56
TOTAL BOOK VALUE
Net Book value of all investments	3,047.03	2,547.38
TOTAL MARKET VALUE
Total market value of quoted investments and estimated value of unquoted investments (subject to tax as applicable)	20,780.28	14,705.79
BANK DEPOSITS AND INTERCORPORATE DEPOSITS	-	25.40
TOTAL NUMBER OF INVESTEE COMPANIES	87	70
TOTAL EQUITY PER SHARE
After tax ()	3,861	2,789

The Directors confirm that investments have been made with the intent to hold for long term appreciation and are not held for trade. The Company aims to remain invested in leaders in sectors, which we believe have potential to remain value accretive over the medium and long term. The Company continues to invest for the long term while availing opportunities to realize gains to augment the operating income for dividend distribution.

The Company invests in Tata and Non-Tata companies, both listed and unlisted, though investments in Tata companies constitute a larger portion and may be considered for a longer term and are strategic in nature.

The Company endeavours to evaluate opportunities and invest considering the macro economic conditions both globally and domestically.

Global Markets and Macro- Economic Situation :

The world today is overwhelmed with supply side disruptions in food grain supplies, basic metals and commodities resulting in inflation not experienced by the world for more than two decades.

In the east, China has chosen to continue with its Zero covid policy resulting in shutting down ports, cities and production facilities wherever the threat of Covid has raised its ugly head. Reports as late as March 2022 state that there are ships waiting to dock in Shenzhen which handles about a quarter of all U.S. bound Chinese manufactured exports.

In Europe, the war has disrupted oil, gas and agricultural supplies including staple products used by households namely, palm oil and sunflower oil - indispensable in many households and used in the food services industry. Record-high food inflation is tightening its grip on the global economy, most critically in developing nations where financial distress is also contributing to increased political instability.

Global bond yields have jumped on structured concerns indicating an end to the pandemic-era ultra-loose monetary policies and resultantly several EM central banks are raising rates to counter high inflation in their countries. Further, it is believed that even if inflation were to decline from current levels, as forecasted by many research firms, and settle at long-term average rates over the next few quarters, reports suggest that central banks would still have to raise rates significantly to align rates with long-term inflation.

As can be seen in the graph above the US Fund rate was as high as 5% in 2005-06 when inflation was only around 3%. The last 12-13 years post the financial crisis in the, US the US Fed had kept the Funds rate below inflation in an endeavour to boost growth while target inflation rate of 2% in the United States, which has suddenly been surpassed and seems will now remain way above 2% for quite some time. This sharp upward move of inflation has compelled the Fed to increase the Fund rate. The Balance - a US Based Research Firm estimates indicate a gradual fall in inflation over the next two years albeit led by a sharper up move in the US Fed rate going forward.

At this point of time it seems that the markets maybe negatively impacted atleast for the first half of the financial year impacted by the fears of structural inflation and geo-political uncertainty.

Indian Economy and Corporate Earnings

The Indian economy for the quarter ended March 2022 showed tremendous resilience to the global macro disruption.

The Centres gross tax revenue for FY22 exceeded the budget estimate by almost Rs.5 lakh crore, adding up to Rs.27.07 lakh crore for the year against an estimated Rs.22.17 lakh crore.

The sharp rise in the collections lifted the tax-GDP ratio to the highest ever 11.7% - 6.1% for direct taxes and 5.6% for indirect taxes. The gross corporate taxes for FY22 were Rs.8.6 lakh crore, up 56% from a year ago while personal income taxes rose slightly less by 43% to Rs.7.48 lakh crore.

The value of goods exported from India witnessed 40 per cent growth during the financial year 2021-22, hitting a record $417.8 billion, surpassing the target set by the government by almost 5 per cent. India exported $250 billion worth of services in 2021-22, aggregating the total exports go goods and services from India at almost $670 billion in 2021-22.

On the other hand, merchandise imports increased significantly to $615-617 billion, respectively. As a result, the merchandise trade deficit is projected to nearly double to around $194-196 billion in FY22 from $102.2 billion in FY21. The services trade surplus is likely to rise by around 18% to $106-108 billion in FY22, which has helped contain the Current account deficit.

It is heartening to note India Inc. has taken a big leap towards repairing their balance sheets with debt-to-equity ratio dropping to the lowest level six years at 0.59 in 2020-21 and which is expected to improve further in FY 21-22 as will be reflected once the annual reports are available to analysts. Thus, while the macro environment could impact earnings the overall health of the corporate sector remains strong in this uncertain macro environment.

Inflation remains the biggest concern both due to its impact on demand and due to its impact on margins and profitability. Supply concerns and surge in input costs can force India Incs hand on prices, which would impact affordability and therefore demand which would not be ideal as private consumption accounts for around 60% of the gross domestic product.

While headline inflation stands at a 17-month high of 6.95%, the food price inflation in rural areas has more than doubled, from 3.94% in March 2021 to 8.04% in March 2022.

Another area of concern which India Inc has been highlighting is a rural slowdown in the rural economy. Corporates expect rural demand to remain soft as higher prices have altered consumer spending and preferences. FMCG companies say that inflationary pressures have disrupted demand in both rural and urban areas, with rural demand being significantly weak.

Demand trends in the automobile sector too highlight weakness in rural demand. Though auto retails in India in FY22 rose 7% year-on-year, the two-wheeler segment, an important indicator of the rural economys health, as nearly half of all two-wheelers are sold in rural areas, showed the lowest growth in FY22.

A silver lining may emerge from IMDs recent forecast of a normal southwest monsoon which could help boost food grain output. The disruption of global food supply chains, resulting in higher agricultural commodity prices has resulted in opening up the potential for exports, could lift rural income. The rural economy contributes nearly half the nations overall GDP and employs 350 million people (68% of the total workforce), as per Bain & Company. Agriculture is the largest sub-sector in the rural economy, contributing approximately 37% of total rural GDP.

Thus, the equity markets which recorded an unprecedented appreciation over the last 18 months may not be as buoyant in the next fiscal. Your company recorded an appreciation in its NAV of 38% in Fy2122 and realized gains of Rs.430.61 crore on equity investments (post-tax) taking advantage of the buoyant markets. Going forward the performance will be dependent on how global factors, the economy and corporate earnings shape up over the second half of the year.

Your Company will continue to look for opportunities to invest in companies which have consistent growth prospects with high quality earnings. In new age companies where valuations are a concern and whose earnings will fructify at a _ later stage in their development, the Company has made a small allocation of capital.

The Company will continue to allocate its capital between listed equity, fixed income and unlisted equity. Management will evaluate and select investments based on high quality governance, long term sustainability and strength of the investee companys balance sheets.

7. FIXED DEPOSITS :

The Company has not accepted any public deposits under the provisions of the Companies Act, 2013 (Act).

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

The provisions of section 186 of the Act pertaining to investment, guarantee and lending activities are not applicable to the Company since the Company is a Non Banking Financial Company ("NBFC") whose principal business is acquisition of securities.

9. CONSOLIDATED FINANCIAL STATEMENTS :

The Consolidated Financial Statements of the Company form part of the Annual Report. The annual accounts of the subsidiary company and related detailed information are available on the website of the Company and the same may be obtained by writing to the Company Secretary at the Registered e-mail ID of the Company: ticl@tata.com.

The consolidated financial results reflect the operations of Simto Investment Company Ltd. ("Simto") (Subsidiary), and the following Associate Companies namely Tata Asset Management Private Ltd., Tata Trustee Private Company Ltd. and Amalgamated Plantations Private Ltd.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations). The Policy, as approved by the Board, is uploaded on the Companys website: https://tatainvestment.com/images/Policy%20on%20 Material%20Subsidiaries.pdf.

Subsidiary Company

The Company has a subsidiary Simto Investment Company Ltd (Simto) which is registered as an NBFC with the Reserve Bank of India. In terms of Regulation 16 (1) (c) of the SEBI Listing Regulations, Simto is a material unlisted subsidiary. Simto is engaged in investment activities which allocates capital in the markets to participate in activities other than making investments for the long term which has been the primary activity of the Company for many decades. Simto has an Issued Capital of Rs.1.53 crore with a net worth of Rs.86.67 crore as on 31st March, 2022. The fair value of asset size of the company has decreased to Rs.86.99 crore as against Rs.93.30 crore as on 31st March, 2021.

Associate Companies

1. Tata Asset Management Private Ltd.

The Company holds 32.09% of the equity share capital of Tata Asset Management Private Ltd. (formerly known as Tata Asset Management 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, 2022 is approx Rs.86,800 crore. The consolidated turnover of the company during the year was Rs.347.07 crore (previous year Rs.284.77 crore) and Profit after tax for the year was Rs.104.42 crore (previous year Rs.86.27 crore). The company has a net worth of Rs.410.41 crore as on 31st March 2022 (previous year Rs.348.27 crore).

2. Tata Trustee Company Private Ltd.

The Company holds 50% of the equity share capital of Tata Trustee Company Private Ltd. which is acting as the Trustees to Tata Mutual Fund. During the year, the turnover of the company was Rs.2.86 crore (previous year Rs.3.59 crore) and Profit after tax for the year was Rs.0.74 crore (previous year Rs.1.18 crore). The Company has a net worth of Rs.10.18 crore (previous year Rs.10.16 crore) as on 31st March, 2022.

3. Amalgamated Plantations Private Ltd.

The Company holds 24.61% of the equity share capital of Amalgamated Plantations Private Ltd ("APPL") which is engaged in the business of cultivation and manufacturing of tea and other allied agricultural products and packaging services. The turnover of APPL during the year was Rs.859.61 crore (previous year Rs.829.94 crore) and registered a loss of Rs.65.10 crore (previous year loss Rs.14.50 crore) during the financial year 2021-22.

A statement containing the salient features of the financial statements of the subsidiary company and associate companies is annexed to the Financial Statements in Form AOC-1 "Annexure A"

10. BOARD AND COMMITTEE MEETINGS :

During the year under review, Five Board Meetings were held. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the Corporate Governance Report. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

11. DIRECTORS RESPONSIBILITY STATEMENT :

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2021-22.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. RISK MANAGEMENT :

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 17(9) of the SEBI Listing Regulations. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures.

The Internal Auditor evaluates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Asset Liability Risk Management and IT Strategy and Steering Committee oversees the Risk Management and reports to the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status from time to time.

13. INTERNAL CONTROL SYSTEMS :

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Internal Auditors reviews the efficiency and effectiveness of these systems and procedures. Added objectives include evaluating the reliability of financial and operational information and ensuring compliances with applicable laws and regulations. The Internal Auditors submit their Report periodically which is placed before and reviewed by the Audit Committee.

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY :

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee Chairman.

15. RELATED PARTY TRANSACTIONS :

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions, if any.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Companys website at the web link: https:// tatainvestment.com/images/Policy %20on%20Related%20Party%20 Transactions.pdf

All the Related Party Transactions during the year under review, were at arms length and in the ordinary course of business and the Company did not enter into any material transaction with any related party and accordingly, Company does not have anything to report in Form AOC-2 and therefore the same has not been provided.

The details of the transactions with Related Parties as per Ind AS 24 are provided in the accompanying financial statements.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

In terms of section 135 and Schedule VII of the Act, the Board of Directors has constituted a CSR Committee under the Chairmanship of Mr. FN. Subedar. Mr. A.N. Dalal, Mr. Suprakash Mukhopadhyay and Mr. V. Chandrasekaran are the other members of the Committee.

The CSR committee of the Board has framed a CSR policy and uploaded it on the website of the Company https:// tatainvestment.com/wp-content/uploads/2022/03/TICL-CSR-Policy.pdf

The Annual Report on CSR activities is annexed herewith as "Annexure B".

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 work place 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 2021-2022.

18. DIVIDEND DISTRIBUTION POLICY:

In term of Regulations 43A of SEBI Listing Regulations, the Board of Directors of the Company has adopted a Dividend Distribution Policy which can be accessed on the website of the Company: http://www.tatainvestment.com/images/ Dividend%20Distribution%20Policy.pdf

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Pursuant to the provisions of the Act and the Companys Articles of Association, Mr. Noel N. Tata (DIN 00024713), retires by rotation and, being eligible, offers himself for re-appointment. A resolution seeking shareholder approval for his reappointment forms part of the Notice.

During the year under review, Ms. Vedika Bhandarkar (DIN 00033808) ceased to be the Director of the Company w.e.f 15th March, 2022. The Board of Directors places on record its appreciation of her valuable support and guidance to the Board during her tenure.

During the year under review, the Company appointed Mrs. Farida Khambata (DIN: 06954123) as an Independent Director w.e.f. 19th January, 2022, upto 11th December, 2024.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of SEBI Listing Regulations there has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and commission for the purpose of attending meetings of the Board/Committee of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March, 2022 are Mr. Amit N. Dalal, Executive Director and Mr. Manoj Kumar CV, Chief Financial Officer and Company Secretary.

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 Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees.

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 Boards 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 fulfillment 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.

22. REMUNERATION POLICY :

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and can be accessed at Companys website https://tatainvestment.com/wp-content/ uploads/2020/12/Remuneration_Policy.pdf

23. AUDITORS :

STATUTORY AUDITORS :

During the financial year under review, M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants ceased to be the Auditors of the Company pursuant to the RBI Guidelines for Appointment of Statutory Auditors dated 27th April, 2021.

The Board of Directors places on record its appreciation for the services rendered by M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants as the Statutory Auditors of the Company.

The shareholders of the Company had approved the appointment of M/s. Suresh Surana & Associates LLP, Chartered Accountants, (Firm Registration No. 121750W/W-100010), as Statutory Auditors of the with effect from 10th November, 2021 till conclusion of the 85th 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. Suresh Surana & Associates LLP, Chartered Accountants as the Statutory Auditors of the Company pursuant to Section 139 of the Act, from the conclusion of the 85th Annual General Meeting of the Company till the conclusion of the 87th Annual General Meeting to be held in the year 2024. Members attention is drawn to a Resolution proposing the appointment of M/s. Suresh Surana & Associates LLP, Chartered Accountants, as Statutory Auditors of the Company which is included at Item No. 5 of the Notice convening the Annual General Meeting.

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 on the Financial Statements of the Company for the Financial Year 2021-22 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITORS :

Pursuant to the 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, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure C"

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder, the Board of Directors of Simto Investment Company Limited (Simto), material subsidiary of the Company, had appointed M/s. Parikh & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of Simto for the year ended 31st March, 2022. The Secretarial Audit Report of Simto is given as "Annexure D".

COST RECORDS AND COST AUDITORS :

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

24. SECRETARIAL STANDARDS OF ICSI :

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

25. CORPORATE GOVERNANCE :

The Annual Report contains a separate section on the Companys corporate governance practices, together with a certificate from the Companys Auditors confirming compliance, as per SEBI Listing Regulations.

26. BUSINESS RESPONSIBILITY REPORTING :

A separate section on Business Responsibility Report forms part of this Annual Report as required under Regulation 34(2)(f ) of SEBI Listing Regulations is annexed herewith as "Annexure E".

27. ANNUAL RETURN :

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2022, is available on the Companys website: https:// tatainvestment.com/wp-content /uploads/2022/05/Form_MGT_7.pdf

28. REPORTING FRAUD :

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

29. CONSERVATION OF ENERGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

Being an investment company and not involved in any industrial or manufacturing activities, the Companys activities involve very low energy conservation and has no particulars to report regarding conservation of energy and technology absorption. However, efforts are made to further reduce energy conservation.

During the year, the Companys expenditure in foreign exchange is Rs.7.69 lacs and the Company did not have any foreign exchange earnings during the year under review.

30. PARTICULARS OF EMPLOYEES AND REMUNERATION :

The information required under Section 197(12) of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure F".

The information required under section 197(12) of the Act read with Rules 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining the same may write to the Company Secretary at the Registered e-mail ID of the Company: ticl@tata.com. None of the employees listed in the said Annexure is related to any Director of the Company.

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.

	On behalf of the Board of Directors,
	NOEL N. TATA
	CHAIRMAN
	DIN: 00024713
Mumbai, 25th April, 2022
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: ticl@tata.com
Website: www.tatainvestment.com