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1

C M Y K

Seventy-Fourth annual report 2010-2011

CONTENTS

Page(s)

Board of Directors........................................................ 1 ........ 2-3 Directors' Report........................................................... 4-8 Report on Corporate Governance.........................9-16 Auditors' Report ............................................................ 17 Annexure to Auditors' Report ................................. 18-19 Balance Sheet................................................................ 20 Profit and Loss Account............................................. 21 Cash Flow Statement.................................................. 22

Schedules forming part of the Balance

Sheet including List of investments................ 23-31

Schedules forming part of the Profit and

Loss Account............................................................. 32-35 Notes to the Accounts ............................................... 36-42

Balance Sheet abstract and Company's

general business pr ofile ....................................... 43

Schedule as per NBFC Prudential Norms

(RBI) Directions......................................................... 44-45 Financial Statistics........................................................ 46

Summary of Investments -

Distribution among different Industries

and classes of Securities...................................... 46

INVESTMENT CORPORATION LIMITED

Annual General Meeting on Friday, 8th July, 2011 at Walchand Hirachand Hall, IMC Building,

Churchgate, Mumbai - 400020 at 3.30 p.m.

BOARD OF DIRECTORS :

(as on 31st March, 2011)

Noel N. Tata (Chairman)

Mr. F.N. Subedar (Vice-Chairman)

Mr. A.B.K. Dubash

Mr. M.J. Kotwal (Executive Director & Secretary)

Mr. K.A. Chaukar

Mr. H.N. Sinor

Mr. P.P. Shah

Mr. A.N. Dalal (Executive Director-Investments)

Mr. Z. Dubash

Mr. A. Chandra

Registered Office :

Elphinstone Building,

10, Veer Nariman Road,

Mumbai - 400 001.

(Tel: 66658282 - Fax: 66657917) e-mail:ticl@tata.com

Principal Bankers :

Catholic Syrian Bank Ltd.

HDFC Bank Ltd.

Auditors :

Deloitte Haskins and Sells

Chartered Accountants.

Solicitors :

Mulla & Mulla and Craigie, Blunt & Caroe

Registrars & Share Transfer Agents :

TSR Darashaw Limited

6-10, Haji Moosa Patrawala Industrial Estate

20, Dr. E. Moses Road, Mahalaxmi, Mumbai - 400 011.

(Tel.: 022-6656 8484 Fax: 022-6656 8494) e-mail: csg-unit@tsrdarashaw.com

Website: www.tsrdarashaw.com

No hand bags/parcels of any kind will be allowed inside the Hall. The same will have to be deposited outside the Hall on the counter provided, at the visitor's own risk.

INVESTMENT

Seventy-fourth annual report 2010-2011Tata Investment Corporation Limited 2

C M Y K

TATA INVESTMENT CORPORATION LIMITED

N O T I C E

THE SEVENTY-FOURTH ANNUAL GENERAL MEETING OF TATA INVESTMENT CORPORATION LIMITED will

be held at Walchand Hirachand Hall, IMC Building, Churchgate, Mumbai 400 020, on Friday, the 8th day of

July, 2011, at 3.30 p.m. to transact the following business :-

1. To receive and adopt the Directors' Report, the Audited Profit and Loss Account and the Cash Flow

statement for the year ended 31 st March, 2011, and the Balance Sheet as at that date.

2. To consider and, if thought fit, to pass with or without modification, the following resolution as an

Ordinary Resolution :-

"RESOLVED that Mr. F. N. Subedar, who retires by rotation as a Director pursuant to the provisions of

Section 256 of the Companies Act, be and is hereby re-appointed a Director of the Company."

3. To consider and, if thought fit, to pass with or without modification, the following resolution as an

Ordinary Resolution :-

"RESOLVED that Mr. A.B.K. Dubash, who retires by rotation as a Director pursuant to the provisions of Section 256 of the Companies Act, be and is hereby re-appointed a Director of the Company."

4. To consider and, if thought fit, to pass with or without modification, the following resolution as an

Ordinary Resolution :-

"RESOLVED that Mr. H.N. Sinor, who retires by rotation as a Director pursuant to the provisions of Section 256 of the Companies Act, be and is hereby re-appointed a Director of the Company."

5. To appoint Auditors and to fix their remuneration.

NOTES :

a) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY OR PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. b) The Register of Members and the Transfer Books of the Company will remain closed from Friday, 1st July, 2011 to Friday, 8th July, 2011, both days inclusive.

c) Pursuant to Section 205A of the Companies Act, 1956, all unclaimed/unpaid dividends upto the financial

year ended 31 st March, 1998 have been transferred to the General Revenue Account of the Central Government. Shareholders, who have not yet encashed their dividend warrants for the said period, are

requested to forward their claims in the prescribed Form No.II to the Registrar of Companies, Central

Government Office Bldg., 'A' Wing, 2

nd floor, Next to Reserve Bank of India, CBD Belapur 400 614. Pursuant to Section 205C of the Companies Act, 1956, the amount of dividend remaining unpaid or

unclaimed for a period of seven years from the date of its transfer to the Unpaid Dividend Account of

the Company shall be transferred to the Investor Education and Protection Fund (the Fund) set up by the Government of India and no payments shall be made in respect of any such claims by the Fund. Members who have not yet encashed their dividend warrant(s) for the financial year ended 31 st

March,

2005 onwards, are requested to make their claims to the Company accordingly, without any delay.

By Order of the Board of Directors,

TATA INVESTMENT CORPORATION LIMITED

M.J. KOTWAL

Executive Director & Secretary.

Mumbai, 10th May, 2011

Registered Office :

Elphinstone Building

10 Veer Nariman Road

Mumbai 400 001.

3

C M Y K

Details of the directors seeking re-appointment at the forthcoming Annual General Meeting -

Clause 49 of the Listing Agreement

Name of the Director

Date of Birth

Date of Appointment

Expertise in specific

functional areas

Qualifications

No. of Shares held in

the Company (as on

31.3.2011)

Directorships held in

other companies (excluding private andforeign cos.) (as on

31.3.2011)

Position held in

mandatorycommittees of other companiesMr. F.N. Subedar

24.09.1955

11.03.2005

Taxation, Accounts and

Finance

B.Com, A.C.A., A.C.S.

1,961 Ordinary Shares

Tata Services Ltd.

Ewart Investments Ltd.Pantone Finvest Ltd.

Tata Consulting

Engineers Ltd.

Tata Petrodyne Ltd.Tata Sky Ltd.

Tata AIG General

Insurance Co. Ltd.

TS Investments Ltd.Tata Capital Ltd.

Tata Capital Financial

Services Ltd.

Tata Services Ltd.

(Chairman: AuditCommittee)

Tata Consulting

Engineers Ltd.

(Chairman: AuditCommittee)

Tata Capital Ltd.

(Member: Audit

Committee)

Ewart Investments Ltd.(Chairman: AuditCommittee)

Tata Petrodyne Ltd.

(Member: AuditCommittee)

Tata Sky Ltd.

(Chairman : Audit

Committee)

(Member: ShareTransfer & Allotment

Committee)Mr. A.B.K. Dubash

22.09.1943

28.08.1984

Business & Industry

Businessman

2,172 Ordinary SharesMr. H.N. Sinor05.12.1944

01.04.2005

Banking, Finance and

Investments

B.Com., LL.B.

Nil

3i Infotech Ltd.

ICICI Venture FundsManagement Co. Ltd.

ICICI Lombard General

Insurance Co. Ltd.

CRISIL Ltd.Sahara India Financial

Corporation Ltd.

Themis Medicare Ltd.

Tata Capital Ltd.Tata Motors Finance Ltd.

Zoroastrian Co- operative

Bank Ltd.

Tata Capital Financial

Services Ltd.

ICICI Venture Funds

Management Co. Ltd.)(Member: Audit

Committee)

ICICI Lombard General

Insurance Co. Ltd.(Member: Audit

Committee)

CRISIL Ltd.(Chairman:

Audit Committee)

Sahara India FinancialCorporation Ltd.(Member: AuditCommittee)quotesdbs_dbs20.pdfusesText_26