Tata Motors

Contents

Board of Directors Summarised Balance Sheet and Profit and Loss Account Chairman’s Statement Notice Financial Statistics Directors’ Report Management Discussion and Analysis Report on Corporate Governance Subsidiary Companies: Financial Highlights 2009-10 Fund Flow Statement Standalone Accounts – Auditors’ Report – Balance Sheet – Profit and Loss Account – Cash Flow Statement – Schedules to Accounts – Significant Accounting Policies – Notes to Accounts Balance Sheet Abstract and Company’s General Business Profile Consolidated Accounts – Auditors’ Report – Balance Sheet – Profit and Loss Account – Cash Flow Statement – Schedules to Accounts – Significant Accounting Policies – Notes to Accounts 2 3 4 7 12 13 23 35 50 52 53 56 57 58 59 73 76 92 93 94 95 96 97 105 110

Annual General Meeting Date Time : Wednesday, September 1, 2010 : 3. 00 p. m. 19, Sir Vithaldas Thackersey Marg, Mumbai 400 020. Rs. 1 crore = Rs. 10 million Venue : Birla Matushri Sabhagar, Board of Directors Contents Ratan N Tata Chairman Management Team Carl-Peter Forster, Chief Executive Officer & Managing Director P M Telang, Managing Director-India Operations C Ramakrishnan, Chief Financial Officer R Pisharody, President (Commercial Vehicles Business Unit) T Leverton, Head, Advanced and Product Engineering S N Ambardekar, Sr. Vice President (Manufacturing Operations-CVBU) S Krishnan, Sr. Vice President (Commercial-PCBU) P Y Gurav, Sr. Vice President (Corp.

Finance-Accounts and Taxation) S B Borwankar, Head (Jamshedpur-Plant) Vikram Sinha, Head (Car Plant-PCBU) B B Parekh, Chief (Strategic Sourcing) U K Mishra, Vice President (ADD and Materials-CVBU) A A Gajendragadkar,Vice President (Corp. Finance-Business Planning) N Pinge, Chief Internal Auditor R Bagga, Vice President (Legal) R Ramakrishnan, Vice President – Sales & Marketing(CVBU) S Ravishankar, Vice President (Engg. Systems, ERC) Girish Wagh, Head (Small Car Project) Ravi Kant Vice-Chairman J J Irani R Gopalakrishnan N N Wadia S M Palia R A Mashelkar S Bhargava N Munjee V K Jairath Ranendra Sen Carl-Peter Forster Chief Executive Officer & Managing Director Company Secretary H K Sethna Share Registrars

TSR Darashaw Limited 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai-400 011. Tel: 91-22-6656 8484; Fax: +91-22-6656-8494 Email: [email protected] com P M Telang Managing Director- India Operations Solicitors AZB & Partners; Mulla & Mulla & Craigie, Blunt & Caroe Auditors Deloitte Haskins & Sells (Registration No. 117366W) Registered Office Bombay House 24, Homi Mody Street Mumbai 400 001 Tel: +91-22-6665 8282 Fax: +91-22-6665 7799 Email: [email protected] com Website: www. tatamotors. com Bankers State Bank of India, Bank of America, Bank of Baroda, Bank of India, Bank of Maharashtra, Central Bank of India, Citibank N. A. Corporation Bank, Deutsche Bank, HDFC Bank, Hongkong Bank, ICICI Bank, Standard Chartered Bank, Union Bank of India, Punjab National Bank, Indian Bank, IDBI Bank, Karur Vysya Bank, Federal Bank, United Bank of India, Allahabad Bank, State Bank of Patiala, Andhra Bank, State Bank of Mysore, ING Vysya Bank Works Jamshedpur, Pune, Lucknow, Pantnagar, Sanand Corporate Identity Number (CIN) L28920MH1945PLC004520 Summarised Balance Sheet (Rs. in crores) WHAT THE COMPANY OWNED Company As at As at March 31, March 31, 2010 2009 16436. 04 14592. 16 22336. 90 12968. 13 161. 69 (5834. 61) 33100. 02 (1136. 67) 2. 02 26425. 64 Tata Motors’ Group As at As at March 31, March 31, 2010 2009 38506. 33 35733. 33 3422. 87 3718. 65 2219. 12 1257. 40 425. 97 269. 44 808. 81 45383. 10 636. 48 565. 79 86. 08 42267. 17

NET FIXED ASSETS GOODWILL INVESTMENTS DEFERRED TAX ASSETS (NET) FOREIGN CURRENCY MONETARY ITEM TRANSLATION DIFFERENCE ACCOUNT (NET) 6. NET CURRENT ASSETS 7. MISCELLANEOUS EXPENDITURE 8. TOTAL ASSETS (NET) WHAT THE COMPANY OWED LOANS NET WORTH MINORITY INTEREST FOREIGN CURRENCY MONETARY ITEM TRANSLATION DIFFERENCE ACCOUNT (NET) 5. DEFERRED TAX LIABILITY (NET) 6. TOTAL FUNDS EMPLOYED 1. 2. 3. 4. 1. 2. 3. 4. 5. 16625. 91 14965. 47 1508. 64 33100. 02 13165. 56 12230. 15 164. 12 865. 81 26425. 64 35192. 36 8206. 48 213. 51 191. 15 1579. 60 45383. 10 34973. 85 5940. 64 403. 03 949. 65 42267. 17 Summarised Profit and Loss Account Company 2009-2010 1. INCOME SALE OF PRODUCTS AND OTHER INCOME FROM OPERATIONS LESS : EXCISE DUTY DIVIDEND AND OTHER INCOME 2.

EXPENDITURE RAW MATERIALS / COMPONENTS, MANUFACTURING AND OTHER EXPENSES EMPLOYEE COST PRODUCT DEVELOPMENT EXPENDITURE DEPRECIATION / AMORTISATION INTEREST AND DISCOUNTING CHARGES EXCEPTIONAL ITEMS TOTAL EXPENDITURE 3. PROFIT / (LOSS) BEFORE TAX 4. TAX EXPENSE 5. PROFIT /(LOSS) AFTER TAX 6. SHARE OF MINORITY INTEREST 7. SHARE OF PROFIT / (LOSS) IN RESPECT OF INVESTMENTS IN ASSOCIATE COMPANIES 8. PROFIT /(LOSS) FOR THE YEAR 38364. 10 2771. 05 35593. 05 1853. 45 37446. 50 2008-2009 28568. 21 2938. 48 25629. 73 925. 97 26555. 70 22325. 90 1551. 39 51. 17 874. 54 673. 68 65. 26 25541. 94 1013. 76 (12. 50) 1001. 26 1001. 26 2009-2010 95567. 42 3048. 17 92519. 25 1793. 12 94312. 37 (Rs. n crores) Tata Motors’ Group 2008-2009 74093. 31 3212. 36 70880. 95 798. 96 71679. 91 61387. 03 7297. 42 347. 75 2506. 77 1930. 90 339. 29 73809. 16 (2129. 25) (335. 75) (2465. 00) 11. 48 (51. 73) (2505. 25) 29578. 64 1836. 13 144. 03 1033. 87 1103. 84 920. 45 34616. 96 2829. 54 (589. 46) 2240. 08 2240. 08 75153. 32 8751. 77 498. 20 3887. 13 2239. 71 259. 60 90789. 73 3522. 64 (1005. 75) 2516. 89 (30. 33) 84. 50 2571. 06 3 Sixty-fifth annual report 2009-10 Tata Motors Limited Chairman’s Statement Dear Shareholder, The world has been recovering from the global financial crisis which devastated the economies of so many countries and so many business sectors.

The automobile industry has always been a barometer for the economic strength of a nation. It is therefore not surprising that this sector was amongst the worst-hit industrial sectors during the period of this global meltdown. Automotive sales in North America, Continental Europe and the United Kingdom were particularly hard-hit in 2008-09, due mainly to the rise in fuel prices and the collapse of the banking institutions. Sales of cars in the United States declined by 21. 5% over the previous year while sales in Europe and the United Kingdom declined by 11. 9% and 6. 4% respectively. This resulted in dramatic changes in the structure of global auto makers. Two of the ‘Big Three’ U. S. ar companies filed for bankruptcy in mid-2009 and re-emerged with substantial federal funds, a lower cost base, and lower debt. The new structure and the related government-led financial packages, along with market incentives helped the industry to survive this crisis. Today, auto makers the world over are concentrating on new technologies to meet the stringent forthcoming emission goals which are being set. Hybrids and plug-in electric cars are also being introduced in the market in increasing numbers as alternative propulsion options. By contrast, the automotive sector in Asia experienced growth. China and India were the main drivers of this growth.

The domestic car markets of China and India have remained exceptionally buoyant. China, now the world’s largest car producer, saw its passenger car sales increase 47. 5% from 5. 7 million units in 2008 to 8. 4 million units in 2009. India too witnessed growth in passenger vehicle sales of 24. 5% from 1. 5 million units in FY09 to about 1. 9 million units in FY10 in the domestic market. Commercial vehicle sales in India also registered a recovery of 40% on the increased execution of major infrastructure projects in the country. Consequently, Tata Motors posted record consolidated net revenues and profits of Rs. 92,519 crores ($19,376 million) and Rs. 2,571 crores ($538 million) respectively during the current year.

The Company’s domestic sales in India for cars and commercial vehicles was 633,862 units – a growth of 34. 1%. Passenger vehicle sales alone increased by 25. 3% to 260,020 units. Jaguar/Land Rover wholesale sales for FY 2009-10 grew to almost 194,000 units. Both brands improved their performance impressively mainly due to the very positive customer response to its newlylaunched luxury sedans and the fact that the Company has succeeded in achieving a significant reduction in cost with improved operational efficiencies. 4 Also, during the year, despite the adverse market and financial conditions, Tata Motors was also able to restructure and pay down its debt by $977 million, thus making the Company a stronger and more viable enterprise.

Today and Beyond The global automobile industry seems to be recovering – in line with the world’s improving economic climate. Market sentiment has improved. The outlook for Tata Motors appears to be robust. The automotive demand in Asia remains strong and the market in Europe, United Kingdom and the United States has improved. JLR’s operations have been profitable over the last two quarters and the new Jaguar and Land Rover products recently launched have all been well-received in the market. The Company has enormous talent, capabilities and skills, in addition to an impressive development of product and process technologies. These will enable the Company to achieve a more prominent position in the international automobile marketplace in the coming years.

Highlights for each brand and their future plans are summarized below:o Jaguar – The newly launched XF and XJ luxury sedans have been welcomed by customers in the market. Jaguar cars are regaining the confidence of customers as being reliable, in addition to being high-performance, with great road-handling and occupant safety. The Company is considering widening the product range of Jaguar cars by introducing a station wagon, a new entry-level Jaguar, and a new roadster. o Land Rover / Range Rover – The Range Rover continues to be the gold standard for offroad vehicles. Work is underway to revamp and refresh the entire model range. The new Range Rover ‘EVOQUE’ will be a bold design evolution in SUVs.

Fuel-efficient ‘start/stop’ and hybrid vehicles will also be introduced progressively. The current range of vehicles has seen resurgence in demand, and the challenge before the Company today is to deliver enough vehicles to meet market demand. China has emerged as the third-largest global market for Land Rover/Range Rover and studies are underway to consider options to increase market penetration in China, India and other developing markets. Tata Motors – India During the year Tata Motors launched its all-new second-generation Indigo Manza sedan to join the new Indica Vista hatchback launched last year. Both have been well-received in the market. In January, he Company also displayed its new Crossover vehicle, two new passenger carriers and an entire new range of heavy commercial vehicles. These are being released progressively during the current year. The shift of the Nano manufacturing facilities from Singur in West Bengal to Sanand in Gujarat has been completed. The new plant in Sanand, Gujarat, has become operational in a record 14 months’ time and while this new facility will initially produce 250,000 Nanos per annum, it will 5 Sixty-fifth annual report 2009-10 Tata Motors Limited have the capability to expand to 500,000 units per annum. In the interim, Nano deliveries had been executed from the Company’s facilities in Uttaranchal.

The new Sanand plant will now make it possible to derive scale and optimization of manufacturing processes. The Nano has been selling extremely well and continues to evoke unprecedented customer interest across the country. Recognizing that scale and market growth are essential, Tata Motors has, in addition to its domestic growth, viewed international expansion as an important strategic factor. With the acquisition of Jaguar/Land Rover, Daewoo Commercial Vehicle Company Limited, Hispano Carrocera S. p. A. Spain, and a major bus joint venture with Marco Polo of Brazil, Tata Motors expects to be in a position to offer a much wider product range in passenger cars and commercial vehicles in an increasing number of international markets.

The operational strategy would be to leverage the Company’s strengths in the design and development of products for the base of the pyramid, namely, addressing the often-unserved large potential market at the low end, while also growing in the higher priced segment. The Company also plans to undertake several joint initiatives which will leverage the respective strengths and economies of its various domestic and overseas establishments. While sales of JLR, as also the Indian commercial vehicle segment suffered badly in 2008-09 during the global meltdown, resulting in a consolidated loss, all these segments have been able to register an impressive recovery in 2009-10, vindicating the sound fundamentals of the Company’s longer-term strategies. There is great confidence that with the major initiatives undertaken in terms of global cquisitions, product development, new product introductions and operational synergies, Tata Motors will achieve growth and take its place as a respected and viable automobile enterprise in the global industry with meaningful size and scale in the various segments in which it operates. The progress which the Company has made would never have been possible without the tremendous support of our management, our workforce and our unions. We also appreciate the confidence and loyalty displayed by our customers, whom we will always strive to serve better. Last, but not least, we wish to thank our shareholders for their continued faith and support to the Company through good times and bad. All of this has gone towards making Tata Motors the company it is today. We would need this continued support to achieve the goals we have set for Tata Motors in the years ahead. Chairman Mumbai, July 16, 2010 6 Notice

NOTICE IS HEREBY GIVEN THAT THE SIXTY-FIFTH ANNUAL GENERAL MEETING OF TATA MOTORS LIMITED will be held on Wednesday, September 1, 2010 at 3. 00 p. m. , at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai 400 020 to transact the following business: Ordinary Business 1. To receive, consider and adopt the Audited Profit and Loss Account for the year ended March 31, 2010 and the Balance Sheet as at that date together with the Reports of the Directors and the Auditors thereon. 2. To declare a dividend on Ordinary Shares and ‘A’ Ordinary Shares. 3. To appoint a Director in place of Mr Ratan N Tata, who retires by rotation and is eligible for re-appointment. 4.

To appoint a Director in place of Dr R A Mashelkar, who retires by rotation and is eligible for re-appointment. 5. To consider and, if thought fit, to pass with or without modification, if any, the following resolution as an Ordinary Resolution: “RESOLVED that Mr R Gopalakrishnan, a Director liable to retire by rotation, who does not seek re-election, be not re-appointed a Director of the Company. ” “RESOLVED FURTHER that the vacancy, so created on the Board of Directors of the Company, be not filled. ” 6. To appoint Auditors and fix their remuneration. Special Business 7. Appointment of Mr Ranendra Sen as a Director To consider and, if thought it, to pass with or without modification, if any, the following resolution as an Ordinary Resolution: “RESOLVED that Mr Ranendra Sen who was appointed by the Board of Directors as an Additional Director of the Company with effect from June 1, 2010 and who holds office upto the date of this Annual General Meeting of the Company, in terms of Section 260 of the Companies Act, 1956 (“the Act”), but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 257 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company whose office shall be liable to retirement by rotation. ” 8.

Appointment of Mr Carl-Peter Forster as a Director To consider and, if thought fit, to pass with or without modification, if any, the following resolution as an Ordinary Resolution: “RESOLVED that Mr Carl-Peter Forster who was appointed by the Board of Directors as an Additional Director of the Company with effect from April 1, 2010 and who holds office upto the date of this Annual General Meeting of the Company, in terms of Section 260 of the Companies Act, 1956 (“the Act”), but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 257 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company. ” 9.

Appointment of Mr Carl-Peter Forster as Chief Executive Officer and Managing Director To consider and, if thought fit, to pass with or without modification, if any, the following resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of Sections 198, 269, 309, and other applicable provisions, if any, of the Companies Act, 1956 (“the Act”), as amended or re-enacted from time to time, read with Schedule XIII of the Act and subject to the approval of the Central Government, the Company hereby approves the appointment and terms of remuneration of Mr Carl-Peter Forster as the Chief Executive Officer and Managing Director of the Company for the period from April 1, 2010 to March 31, 2013, upon the terms and conditions, including the remuneration to be paid in the event of inadequacy of profits in any financial year as set out in the Explanatory Statement annexed to the Notice convening this meeting, with liberty to the Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Directors and Mr Forster. ” 7 Sixty-fifth annual report 2009-10 Tata Motors Limited RESOLVED FURTHER that the Board of Directors of the Company or a Committee thereof, be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution. ” By Order of the Board of Directors Mumbai, July 1, 2010 Registered Office: Bombay House, 24, Homi Mody Street, Mumbai 400 001 Notes: a. The relative Explanatory Statement pursuant to Section 173 of the Companies Act, 1956 in respect of the business under Item Nos. 5, 7 to 9 set out above and details under Clause 49 of the Listing Agreement with the Stock Exchanges in respect of Directors seeking appointment/reappointment at this Annual General Meeting are annexed hereto. b. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER.

The instrument appointing Proxy as per the format included in the Annual Report should be returned to the Registered Office of the Company not less than FORTY-EIGHT HOURS before the time for holding the Meeting. Proxies submitted on behalf of limited companies, societies, partnership firms, etc. must be supported by appropriate resolution /authority, as applicable, issued by the member organization. c. Only registered Members (including the holders of ‘A’ Ordinary Shares) of the Company may attend and vote at the Annual General Meeting. The holders of the American Depositary Receipts (the ‘ADRs’) and Global Depositary Receipts (the ‘GDRs’) of the Company shall not be entitled to attend the said Annual General Meeting.

However, the ADR holders are entitled to give instructions for exercise of voting rights at the said meeting through the Depositary, to give or withhold such consents, to receive such notice or to otherwise take action to exercise their rights with respect to such underlying shares represented by each such American Depositary Share. A brief statement as to the manner in which such voting instructions may be given is being sent to the ADR holders by the Depositary. The Depositary for the holders of the GDRs shall exercise voting rights in respect of the deposited shares by issue of an appropriate proxy or power of attorney in terms of the Deposit Agreement pertaining to the GDRs.

In respect of ‘A’ Ordinary Shares, if any resolution at the meeting is put to vote by a show of hands, each ‘A’ Ordinary Shareholder shall be entitled to one vote, i. e. , the same number of votes as available to holders of Ordinary Shares. If any resolution at the meeting is put to vote on a poll, or if any resolution is put to vote by postal ballot, each ‘A’ Ordinary Shareholder shall be entitled to one vote for every ten ‘A’ Ordinary Shares held. d. In case of joint holder attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote. e. The Register of Members and Transfer Books of the Company will be closed from Thursday, August 12, 2010 to Wednesday, September 1, 2010, both days inclusive.

If the dividend as recommended by the Board of Directors is approved at the Annual General Meeting, payment of such dividend will be made on or after September 2, 2010 as under: (i) To all Beneficial Owners in respect of shares held in electronic form, as per the data made available by the National Securities Depository Limited and the Central Depository Services (India) Limited, as of the close of business hours on August 11, 2010; (ii) To all Members in respect of shares held in physical form, after giving effect to valid transfers in respect of transfer requests lodged with the Company on or before the close of business hours on August 11, 2010.

The ‘A’ Ordinary Shareholders will receive dividend for any financial year at five percentage points more than the aggregate rate of dividend declared on Ordinary Shares for that financial year. f. To avoid loss of dividend warrants in transit and undue delay in respect of receipt of dividend warrants, the Company has provided a facility to the Members for remittance of dividend through the National Electronic Clearing System (NECS). NECS essentially operates on the new and unique bank account number allotted by banks post implementation of Core Banking Solutions (CBS) for centralized processing of inward instructions and efficiency in handling bulk transactions. The NECS facility is available at locations identified by Reserve Bank of India from time to time and covers most of the cities and towns.

Members holding shares in physical form and desirous of availing this facility are requested to contact the Company’s Registrars and Transfer Agents. g. Members holding shares in dematerialised mode are requested to intimate all changes pertaining to their bank details, NECS, mandates, nominations, power of attorney, change of address/name, PAN details, etc. to their Depository Participant only and not to the Company’s Registrars and Transfer Agents. Changes intimated to the Depository Participant will then be automatically reflected in the Company’s records which will help the Company and its Registrars and Transfer Agents to provide efficient and better service to the Members. . As per Securities and Exchange Board of India (SEBI) notification, submission of Permanent Account Number (PAN) is compulsorily required for participating in the securities market, deletion of name of deceased shareholder or transmission/transposition of shares. Members holding shares in dematerialised mode are requested to submit the PAN details to their Depository Participant, whereas Members holding shares in physical form are requested to submit the PAN details to the Company’s Registrars and Transfer Agents. i. Members’ attention is particularly drawn to the “Corporate Governance” section in respect of unclaimed and unpaid dividends. j.

Members desiring any information as regards the Accounts are requested to write to the Company at an early date so as to enable the Management to keep the information ready at the Meeting. k. As an austerity measure, copies of the Annual Report will not be distributed at the Annual General Meeting. Members are requested to bring their copies to the Meeting. H K SETHNA Company Secretary 8 Explanatory Statement The following Explanatory Statement, pursuant to Section 173 of the Companies Act, 1956 (“the Act”), sets out all material facts relating to the business mentioned at Item Nos. 5, 7 to 9 of the accompanying Notice dated July 1, 2010. Item No. : In accordance with the provisions of Section 256 of the Act and the Articles of Association of the Company, Mr R Gopalakrishnan retires by rotation. Mr R Gopalakrishnan has not sought re-election and it has been decided by the Board that the vacancy so created on the Board of Directors of the Company should not be filled. Mr Gopalakrishnan is a Director of the Company since December 22, 1998 and is also a Member of the Executive Committee of the Board, Investors’ Grievance Committee and Ethics and Compliance Committee. The Board has placed on record its appreciation of the contributions made by Mr Gopalakrishnan to the Company. Members’ attention is invited to the Directors’ Report. Item No. : The Board of Directors (‘the Board’), at its Meeting held on May 27, 2010 appointed Mr Ranendra Sen as an Additional Director with effect from June 1, 2010, pursuant to Section 260 of the Act and Article 132 of the Articles of Association of the Company. Under Section 260 of the Act, Mr Sen ceases to hold office at this Annual General Meeting but is eligible for appointment as a Director. Notice under Section 257 of the Act has been received from a Member signifying his intention to propose Mr Sen’s appointment as a Director. Mr Sen graduated from St. Xavier’s College and joined the Indian Foreign Service in 1966. From 1986 to 1991, he was Joint Secretary to successive Prime Ministers, responsible for foreign and defence policies, atomic energy, space and other tasks.

During his 43 years as a public servant, he participated in about 180 multilateral and bilateral summits. Mr Sen served as a political appointee as Ambassador to the United States during the most rapid and far-reaching transformation of India-US relations from 2004 to 2009. Brief information of Mr Sen is given in the Annexure attached to the Notice. The Board considers it desirable that the Company should continue to avail of the services of Mr Sen and accordingly commends the Resolution at Item No. 7 for approval by the Members. Mr Sen is concerned or interested in Item No. 7 of the Notice. Item Nos. 8 and 9: Mr Carl-Peter Forster was appointed as the Group Chief Executive Officer of the Company w. e. f.

February 15, 2010 and was entrusted with the overall responsibility of Tata Motors’ operations globally, including Jaguar Land Rover. With over 4 million Tata vehicles plying in India, the Company is the country’s market leader in commercial vehicles and among the top three passenger vehicle manufacturers in India. Tata cars, buses and trucks are being marketed in several countries in Europe, Africa, the Middle East, South Asia and South America. It also has franchisee/joint venture assembly operations in Kenya, Bangladesh, Ukraine, Russia and Senegal. Through subsidiaries and associate companies, Tata Motors has operations in the UK, South Korea, Thailand and Spain.

Among them is Jaguar Land Rover, the business comprising the two iconic British brands which were acquired in 2008 which has global operations. The Company also has an industrial joint venture with Fiat S. p. A. , Italy in India. The Company is emerging as a major player in the global field with a presence in almost all Automobile segments. It is a reputed brand worldwide especially in the recent years having a global footprint in almost all continents. The Company has further plans to consolidate its position in various product segments in India and globally and is working on various initiatives, significant being, improving quality, reducing cost, expanding product range and market reach.

Mr Forster has 24 years of international experience in the automobile industry and was the CEO of General Motors, Europe where he looked after Opel/Vauxhall, Saab and European activities of Chevrolet. Prior to this, Mr Forster held various positions in BMW, including that of Managing Director of BMW South Africa and was also on the Managing Board of BMW responsible for manufacturing. Mr Forster holds a Diploma in Aeronautical Engineering from the Technical University in Munich and a Diploma in Economics from the Rheinische Friedrichs-Wilhelm-Universitat in Bonn, Germany. Mr Forster, a German resident and national, holds a valid employment Visa and registration certificate issued by Foreigners Regional Registration Office, Mumbai. Brief information of Mr Forster is given in the Annexure attached to the Notice.

Taking into consideration the size and complexity of the Company’s global operations, the enormous responsibility for oversight of the Tata Motors’ Group and the qualifications and accomplishments of Mr Forster, the Board at its meeting held on March 30, 2010 appointed Mr Forster as an Additional Director and subject to the approval of the Members and the Central Government, also as the Chief Executive Officer and the Managing Director (‘the Managing Director’) of the Company w. e. f. April 1, 2010. Under Section 260 of the Act, Mr Forster ceases to hold office at this Annual General Meeting but is eligible for appointment as Director. Notice under Section 257 of the Act has been received from a Member signifying his intention to propose Mr Forster’s appointment as a Director and the Members’ approval is sought for the said proposal vide Resolution at Item No. 8. 9 Sixty-fifth annual report 2009-10 Tata Motors Limited Pursuant to Section 302 of the Act, an Abstract of the main terms and conditions of Mr Forster’s appointment was sent to the Members for their information.

An application has also been made to the Central Government in respect of the said appointment and remuneration to be paid to Mr Forster and the appointment is subject to receipt of the said approval. The terms of appointment and remuneration as approved by the Board pursuant to the recommendation of the Remuneration Committee include:a. Tenure of Agreement: April 1, 2010 to March 31, 2013. b. Nature of duties: The Managing Director shall be responsible for the substantial management and administration of the Company comprising primarily of contributing in high level business development, networking, business guidance, business visibility, administration, finance, policy and decision making, in accordance with the directions of the Board.

Mr Forster shall also accept and discharge those duties which may be assigned to him by the Board from time to time including serving on the Boards of associated/subsidiary companies or any other executive body or committee of such company and any other duties which can be reasonably expected of him in consideration of his position as the Managing Director. The discharge of the duties by Mr Forster shall be subject to superintendence, control and direction of the Board and shall also be subject to any limits and restrictions imposed under the Agreement with the Company or imposed by Applicable Law, Articles of Association of the Company, corporate governance documents, the approval of the Central Government and restrictions imposed by the Board of the Company. c. Remuneration: Salary: Rs. 34,90,000/- p. m. Bonus and variable incentives remuneration based on certain performance criteria laid down by the Board; Benefits, perquisites and allowances as may be determined by the Board or a Committee thereof from time to time. Minimum Remuneration: Notwithstanding anything to the contrary, where in any financial year, the Company has no profits or its profits are inadequate during the currency of the tenure of the Managing Director, the Company will, subject to the approval of Central Government as required under applicable laws continue to pay to Mr Forster, remuneration by way of Basic Salary, Incentive Remuneration, benefits, bonus, perquisites and allowances as may be approved by the Board/Committee thereof from time to time. d. Other terms of Appointment: (i) During the Term, the Managing Director: – is required to devote sufficient time and ttention to the affairs and business of the Company and will have no other engagement or employment in any capacity for remuneration or otherwise, without the prior written consent of the Board or except to the extent with any subsidiary/affiliate of the Company; – shall not become interested or otherwise concerned, directly or though his affiliates, in any selling agency of the Company. (ii) The terms of appointment also include appropriate clauses for: – non compete/conflict of interest and non-solicitation during the term and for a period of 12 months thereafter. For the period of the post-contractual prohibition of competition and the post-contractual non-solicitation covenant set out above, the Company would pay the Managing Director, compensation of 50% of his last drawn basic salary; – adherence with the Tata Code of Conduct and maintenance of confidentiality. iii) During the Term, the Company or Mr Forster may terminate the appointment with effect to the end of a month upon written notice to the other party, on the following terms: – If the Managing Director elects to terminate his employment during this period, he shall be entitled to do so provided he gives the Company 6 month’s basic salary. – If the Company elects to terminate the Managing Director’s employment, it shall give the Managing Director all salary and benefits payable under his employment agreement for the period of 3 years from the effective date of employment. Within the said 3 year period, the Managing Director shall use reasonable efforts to find an appropriate new position, in which event, 50% of the Managing Director’s salary and bonus entitlements shall be due to him. Notwithstanding anything mentioned above, the Company will have the right, after due inquiry and opportunity to the Managing Director of being heard, to terminate the employment with immediate effect in the event it is proved that the Managing Director is guilty of (a) misappropriation of funds; (b) serious violation of applicable laws, the Company’s Articles of Association, the Tata Code of Conduct which result in significant loss or damage to the Company; (c) serious violation of any of his duties which result in significant loss or damage to the Company; (d) repeated or continuing breach or non observance by the Managing Director of the Board’s directives which result in significant 10 loss or damage to the Company; (e) abuse of confidential information for his own purposes; and (f ) an undisclosed serious violation of the non-compete covenant. In such event, the Company would not be required to pay the Managing Director any remuneration from the date of termination. iv) Upon termination, the Managing Director would resign from the office as a director in the Company or other offices held by him in the Company and/or any of its subsidiaries/affiliates without claim for compensation for loss of office. Mr Forster is appointed as a Director by virtue of his employment in the Company and his appointment shall be subject to the provisions of Section 283(1)(l) and other applicable provisions of the Act. In compliance with the provisions of Sections 269, 309, and other applicable provisions of the Act read with Schedule XIII of the Act, the terms of remuneration specified above are now being placed before the Members for their approval vide Resolution at Item No. 9.

The Board commends the Resolutions at Item Nos. 8 and 9 for approval by the Members. Mr Forster is concerned or interested in Item Nos. 8 and 9 of the Notice. By Order of the Board of Directors Mumbai, July 1, 2010 Registered Office: Bombay House, 24, Homi Mody Street, Mumbai 400 001 Details of Directors retiring by rotation seeking re-election and appointment of Directors at this Annual General Meeting Particulars Date of Birth & Age Appointed on Qualifications Mr Ratan N Tata December 28, 1937 72 years August 14, 1981 Dr R A Mashelkar January 1, 1943 67 years August 28, 2007 Mr Ranendra Sen April 9, 1944 66 years June 1, 2010 Graduate Degree from St.

Xavier’s College and joined Indian Foreign Service in 1966. Mr Carl-Peter Forster May 9, 1954 56 years April 1, 2010 Diploma in Aeronautical Engineering from Technical University, Munich, Diploma in Economics from the Rheinische Friedrichs Wilhelm-Universitat, Bonn, Germany. Wide international experience in automobile industry. Fiat India Automobiles Ltd. H K SETHNA Company Secretary B. Sc. (Architecture) from Chemical Engineering Cornell University, USA, Scientist, Ph. D from including 1 yr. at the Cornell Bombay University. Graduate School of Business Administration. Expertise in specific functional areas Directorships held in other Public companies (excluding foreign and private companies)

Eminent industrialist with wide business experience across a variety of industries. Tata Chemicals Ltd. Tata Consultancy Services Ltd. Tata Industries Ltd. Tata Sons Ltd. Tata Steel Ltd. Tata Tea Ltd. Tata Teleservices Ltd. The Bombay Dyeing & Manufacturing Co. Ltd. The Indian Hotels Co. Ltd. The Tata Power Co. Ltd. NIL Wide experience and renowned knowledge in Scientific Areas. ICICI Knowledge Park. Hindustan Unilever Ltd. IKP Centre for Technologies in Public Health. KPIT Cummins Infosystems Ltd. Piramal Lifesciences Ltd. Reliance Industries Ltd. Sakal Papers Ltd. Thermax India Ltd. Audit Hindustan Unilever Ltd. Reliance Industries Ltd. Tata Motors Ltd. Diplomat.

Expertise in policy matters pertaining to foreign affairs, defence, atomic energy and space areas. NIL Memberships/ Chairmanships of Audit and Investor Grievances committees across public companies Shareholding NIL NIL 1,87,346 Ordinary Shares & 21,836 ‘A’ Ordinary Shares NIL NIL NIL 11 Sixty-fifth annual report 2009-10 Tata Motors Limited FINANCIAL STATISTICS CAPITAL ACCOUNTS (Rs. in lakhs) Year Capital Reserves and Surplus Borrowings Gross Block Depreciation Net Block Turnover Depreciation REVENUE ACCOUNTS (Rs. in lakhs) Profit/ (Loss) Before Taxes Taxes Profit/ (Loss) After Taxes Dividend including tax PAT to Sales Earnings Per Share (Basic)* (Rs. Ordinary Share 1945-46 1949-50 1953-54 1954-55 1955-56 1956-57 1957-58 1958-59 1959-60 1960-61 1961-62 1962-63 1963-64 1964-65 1965-66 1966-67 1967-68 1968-69 1969-70 1970-71 1971-72 1972-73 1973-74 1974-75 1975-76 1976-77 1977-78 1978-79 1979-80 1980-81 1981-82 1982-83 1983-84 1984-85 1985-86 1986-87 1987-88 1988-89 1989-90 1990-91 1991-92 1992-93 1993-94 1994-95 1995-96 1996-97 1997-98 1998-99 1999-00 2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 100 1 200 11 500 27 627 27 658 120 700 149 700 117 1000 206 1000 282 1000 367 1000 432 1000 450 1198 630 1297 787 1640 995 1845 1027 1845 1121 1845 1295 1845 1333 1845 1516 1949 2020 1949 2194 1949 2394 1949 2827 2013 3691 2328 3833 2118 4721 3151 5106 3151 6263 3151 8095 4320 10275 4226 12458 5421 14103 5442 15188 5452 16551 5452 15886 6431 17491 10501 30740 10444 37870 10387 47921 11765 61863 12510 64207 12867 70745 13694 128338 24182 217400 25588 339169 25588 349930 25590 350505 25590 349822 25590 299788 31982 214524 31983 227733 35683 323677 36179 374960 38287 515420 38541 648434 38554 745396 51405 1171610 57060 1439487 94 412 481 812 1382 1551 1245 1014 1263 1471 1758 2470 3275 3541 4299 5350 5856 6543 6048 6019 5324 6434 9196 9399 11816 11986 11033 17739 15773 25476 23361 25473 30226 44651 53476 44406 32396 48883 48323 105168 144145 141320 115569 128097 253717 330874 344523 300426 299888 230772 145831 125977 249542 293684 400914 628052 1316556 1662591 31 233 731 792 1010 1352 1675 2050 2201 2593 2954 3281 3920 4789 5432 6841 7697 8584 9242 10060 10931 12227 13497 15838 18642 20709 22430 24900 28405 33055 38819 43191 46838 52819 61943 68352 75712 83455 91488 100894 123100 153612 177824 217084 294239 385116 487073 569865 581233 591427 591006 608114 627149 715079 892274 1128912 1589579 2085206 2364896 2 29 44 189 270 461 303 489 407 603 474 878 668 1007 780 1270 940 1261 1118 1475 1336 1618 1550 1731 1802 2118 2144 2645 2540 2892 3039 3802 3608 4089 4236 4348 4886 4356 5620 4440 6487 444 7491 4736 8471 5026 9593 6245 10625 8017 11685 9024 12723 9707 13895 11005 15099 13306 16496 16559 18244 20575 20219 22972 23078 23760 26826 25993 29030 32913 30914 37438 34620 41092 38460 44995 43070 48418 48219 52675 54609 68491 61710 91902 70285 107539 81595 135489 96980 197259 117009 268107 141899 345174 165334 404531 182818 398415 209067 382360 243172 347834 271307 336807 302369 324780 345428 369651 440151 452123 489454 639458 544352 1045227 625990 1459216 721292 1643604 12 167 321 445 1198 2145 2694 2645 2825 3735 4164 4364 5151 6613 7938 9065 9499 10590 9935 13624 15849 15653 16290 22510 27003 28250 28105 37486 44827 60965 79244 86522 85624 93353 102597 119689 140255 167642 196910 259599 317965 309156 374786 568312 790967 1012843 736279 659395 896114 816422 891806 1085874 1555242 2064866 2429052 3206467 3357711 2949418 4021755 2 15 97 35 105 70 129 113 161 180 220 223 260 345 398 505 572 630 662 749 758 820 902 1134 1054 1145 1101 1200 1300 1616 1993 2187 2923 3895 3399 2157 3822 4315 4891 5426 6475 7456 9410 11967 16444 20924 25924 28132 34261 34737 35468 36213 38260 45016 52094 58629 65231 87454 103387 1 11 3 0 125 116 99 155 222 313 378 327 404 479 477 620 395 582 274 673 885 832 1007 677 855 1056 1044 1514 1762 2437 4188 3481 2163 2703 1832 293 3205 8513 14829 23455 20884 3030 10195 45141 76072 100046 32880 10716 7520 (50034) (10921) 51037 129234 165190 205338 257318 257647 101376 282954 0 5 0 0 32 27 6 13 93 122 188 185 200 208 189 192 66 173 0 270 379 360 450 136 91 0 0 0 0 0 0 460 235 390 215 0 510 1510 4575 9250 7800 26 20 13246 23070 23810 3414 970 400 0 (5548) 21026 48200 41495 52450 65972 54755 1250 58946 1 6 3 0 93 89 93 142 129 191 190 142 204 271 288 428 329 409 274 403 506 472 557 541 764 1056 1044 1514 1762 2437 4188 3021 1928 2313 1617 293 2695 7003 10254 14205 13084 3004 10175 31895 53002 76236 29466 9746 7120 (50034) (5373) 30011 81034 123695 152888 191346 202892 100126 224008 0 0 0 0 59 44 52 56 108 126 124 124 144 157 191 235 235 235 221 251 273 266 180 266 276 323 313 467 605 605 839 827 923 1241 1243 552 1356 2444 3126 4154 4389 3642 5020 8068 14300 22067 15484 8520 7803 0 0 14430 31825 51715 56778 67639 65968 34570 99194 8. 3% 3. 6% 0. 9% 0. 0% 7. 8% 4. 1% 3. 5% 5. 4% 4. 6% 5. 1% 4. 6% 3. 3% 4. 0% 4. 1% 3. 6% 4. 7% 3. 5% 3. 9% 2. 8% 3. 0% 3. 2% 3. 0% 3. 4% 2. 4% 2. 8% 3. 7% 3. 7% 4. 0% 3. 9% 4. 0% 5. 3% 3. 5% 2. 3% 2. % 1. 6% 0. 2% 1. 9% 4. 2% 5. 2% 5. 5% 4. 1% 1. 0% 2. 7% 5. 6% 6. 7% 7. 5% 4. 0% 1. 5% 0. 8% 2. 8% 5. 2% 6. 0% 6. 3% 6. 0% 6. 0% 3. 4% 5. 6% 0. 07 0. 03 0. 11 0. 00 1. 32 1. 64 1. 72 1. 68 1. 50 2. 26 2. 28 1. 68 1. 97 2. 39 2. 20 2. 80 2. 10 2. 66 1. 72 2. 49 3. 04 2. 87 3. 43 3. 32 4. 60 5. 38 5. 37 5. 36 5. 96 8. 27 10. 18 7. 34 3. 61 4. 32 3. 00 0. 51 4. 25 6. 74 9. 87 13. 69 12. 45 2. 47 7. 91 23. 29 21. 92 30. 40 11. 51 3. 81 2. 78 (18. 45) (1. 98) 9. 38 24. 68 34. 38 40. 57 49. 76 52. 64 22. 70 42. 37 ‘A’ Ordinary Share 23. 20 42. 87 RATIOS Dividend Per Share*# (Rs. ) Ordinary Share 0. 60 0. 80 0. 90 0. 90 1. 25 1. 45 1. 45 1. 45 1. 45 1. 5 1. 45 1. 45+ 1. 45 1. 45 1. 35 1. 45 1. 50 1. 50 0. 93 1. 50 1. 50 1. 50+ 1. 50 1. 60+ 2. 00 2. 00 2. 00+ 2. 00 2. 00 2. 30 2. 30 1. 00 2. 30 2. 50 3. 00 4. 00 4. 00 3. 00 4. 00 6. 00 6. 00 8. 00 5. 50 3. 00 2. 50 4. 00 8. 00 12. 50! 13. 00 15. 00 15. 00 6. 00 15. 00 ‘A’ Ordinary Share 6. 50 15. 50 10 10 11 11 12 13 12 12 13 14 15 15 16 17 18 17 18 19 19 20 23 24 26 28 33 30 35 27 31 38 35$ 40 [email protected] 39 41 40 [email protected] [email protected] 47 56 [email protected] 63 65 104 100 143 147 147 147 127 [email protected] 81 [email protected] [email protected] [email protected] [email protected] [email protected] 238++ 262^ Net Worth Per Share* (Rs. ) Notes : @ On increased capital base due to conversion of Bonds / Convertible Debentures / Warrants / FCCN into shares. On increased capital base due to issue of Bonus Shares. Net Worth excludes ordinary dividends. * Equivalent to a face value of Rs. 10/- per share. # Includes Interim Dividend where applicable. + Including on Bonus Shares issued during the year. ! Includes a special dividend of Rs. 2. 50 per share for the Diamond Jubilee Year. ++ On increased capital base due to Rights issue and conversion of FCCN into shares. ^ On increased capital base due to GDS issue and conversion of FCCN into shares. 12 Directors’ Report TO THE MEMBERS OF TATA MOTORS LIMITED The Directors present their Sixty-Fifth Annual Report and the Audited Statement of Accounts for the year ended March 31, 2010.

FINANCIAL PERFORMANCE SUMMARY Company 2009-10 2008-09 A FINANCIAL RESULTS (i) (ii) (iii) (iv) (v) (vi) (vii) (ix) (x) (xi) (xii) Gross Revenue Net Revenue (excluding excise duty) Total Expenditure Operating Profit Other Income Profit before Interest, Depreciation, Amortization, Exceptional items & Tax Interest and Discounting Charges (Net) Depreciation, Amortisation & Product Development Expenses Profit / (Loss) for the year before Exceptional items & Tax Exceptional items Profit / (Loss) Before Tax (viii) Cash Profit 6,031. 73 1,103. 84 4,927. 89 1177. 90 3,749. 99 920. 45 2,829. 54 589. 46 2,240. 08 2,240. 08 1,685. 99 3,926. 07 500. 00 500. 00 991. 94 1,934. 13 2,678. 41 673. 68 2,004. 73 925. 71 1,079. 02 65. 26 1,013. 76 12. 50 1,001. 26 1,001. 26 1,383. 07 15. 9 2,399. 62 267. 80 100. 13 345. 70 1,685. 99 10,407. 28 2,239. 71 8,167. 57 4385. 33 3,782. 24 259. 60 3,522. 64 1,005. 75 2,516. 89 54. 17 2,571. 06 (1,553. 66) 1,017. 40 500. 00 520. 32 13. 08 1,001. 85 (1,017. 85) 2,995. 46 1,930. 90 1,064. 56 2854. 52 (1,789. 96) 339. 29 (2,129. 25) 335. 75 (2,465. 00) (40. 25) (2,505. 25) 1,764. 12 (741. 13) 267. 80 138. 20 41. 95 364. 58 (1,553. 66) 38,364. 10 35,593. 05 31,414. 77 4,178. 28 1,853. 45 28,568. 21 25,629. 73 23,877. 29 1,752. 44 925. 97 95,567. 42 92,519. 25 83,905. 09 8,614. 16 1,793. 12 74,093. 31 70,880. 95 68,684. 45 2,196. 50 798. 96 (Rs. in crores) Tata Motors’ Group 2009-10 2008-09 xiii) Tax Expense (xiv) Profit / (Loss) After Tax (xv) Share of Minority Interest and Share of Profit/(Loss) in respect of investments in associate companies (xvi) Profit / (Loss) for the year (xvii) Balance Brought Forward from Previous Year (xviii) Credit taken for Dividend Distribution Tax for Previous Year (xix) Amount Available for Appropriations B APPROPRIATIONS (a) (b) (c) (d) (e) Debenture Redemption Reserve General Reserve Other Reserves Dividend (including tax) Balance carried to Balance Sheet DIVIDEND Considering the Company’s financial performance, the Directors have recommended a dividend of Rs. 15/- per share on the increased capital of 506,381,356 Ordinary Shares of Rs. 10/- each (previous year- Rs. 6/- per share) and Rs. 15. 50 per share on 64,176,560 ‘A’ Ordinary Shares of Rs. 10/- each (previous year- Rs 6. 0 per share) and any further Ordinary Shares and/or ‘A’ Ordinary Shares that may be allotted by the Company prior to August 12, 2010 (being the book closure date for the purpose of the said dividend entitlement) for 2009-10. The said dividend, if approved by the Members, would involve a cash outflow of Rs. 991. 94 crores (previous year – Rs. 345. 70 crores) resulting in a payout of 44% of the unconsolidated profits of the Company. 13 Sixty-fifth annual report 2009-10 Tata Motors Limited OPERATING RESULTS AND PROFITS After the economic downturn and difficult market conditions in the automotive sector globally in 2008-09, during the year, economies across the world (with a few exceptions) showed signs of recovery and growth. The Indian economy bounced back quickly and strongly growing at 7. 2% in 2009-10.

The automotive sector in India started the year steadily, gathered momentum in different segments in the second half of the year and ended the year with a record growth and performance. The Company’s turnover, in this background and with a strong portfolio coupled with successful launch of new products and variants in commercial vehicles and passenger vehicles, was Rs. 38,364 crores, a growth of 34. 3% over the previous year. The volume growth coupled with other actions on pricing and cost reduction enabled the Company to achieve significant improvement in EBIDTA margin to 11. 7% (6. 8% in 2008-09). The Profit Before Tax of Rs. 2,830 crores and Profit After Tax of Rs. 2,240 crores also grew significantly over the previous year by 179. 1% and 123. 7% respectively. The Tata Motors’ Group turnover was Rs. 5,567 crores, a growth of 29% over previous year contributed mainly by market recovery, improved realization and successful launch of new products. Consolidated Profit Before Tax was Rs. 3,523 crores (Loss of Rs. 2,129 crores in 2008-09) and Consolidated Profit for the year was Rs. 2,571 crores (Loss of Rs. 2,505 crores in 2008-09). The performance of the Company and its subsidiaries is elaborated in the Management Discussion and Analysis Report which forms a part of this Annual Report. A snapshot is given below. VEHICLE SALES AND MARKET SHARES The Company recorded a sale of 633,862 vehicles in 2009-10, a growth of 34% over previous year (472,885 vehicles) in the domestic market in India, representing a 25. % share in the industry (improving from 24. 4% share in the previous year). Commercial vehicle sales were highest ever at 373,842 vehicles achieving a robust growth of 40. 9% over previous year and a market share of 64. 2% (a gain of 0. 4%, over previous year). A strong product portfolio, successful launch of new products and variants, extensive efforts in marketing and finance enablement for customers and leadership in market research and penetration, contributed to the significant improvement in overall performance. Some of the key highlights were:In M&HCV, growth of 36. 5% to 155,161 vehicles and a market share improvement to 63. 3% (from 61. 9% in the previous year); aunch of the next generation of heavy trucks – Prima range; completion of delivery of 1,625 low entry buses to Delhi Transport Corporation and delivery of major portion of the orders of over 5,000 buses under JnNURM Scheme of Government of India for modernizing the public transport in India. The Light Commercial Vehicle (LCV) sales recorded a spectacular growth of 45. 4% in FY 2009-10. While this was largely aided by the growth in the small commercial vehicles, the rest of the segment also grew handsomely. The competition in the small commercial vehicle range increased resulting in a 0. 5% loss in the domestic market share reducing it to 64. 8%.

The Company’s sales increased by 44. 2% to 218,681 LCVs. The Company launched new variants on the Ace platform, Ace EX, Super Ace and the 407 Pickup which are expected to help in gaining volumes. – Passenger vehicle sales were 260,020 vehicles, highest ever, achieving a growth of 25. 3% over previous year and a market share of 13. 7% (stable compared to 13. 6% in the previous year). The Company continues to be amongst the top three players in the passenger vehicle market which has over 25 players. The growing sales of the new generation Indica Vista and successful launch and market response for the Indigo Manza mainly contributed to the growth.

Some of the key highlights were: In the Small Car segment, increase in market share to 13. 3% (as against 12. 7%, in the previous year), with the growing sales of Indica Vista, sales of the Nano and the Fiat Punto; Commencement of sales of Nano in July 2009 and completing deliveries of 30,763 cars to the customers and commencement of trial production in the Sanand plant. The Indigo range sales of 54,551 units, a growth of 10. 9% over the previous year and also the highest ever sales by the Company in this range, mainly due to the launch of the Indigo Manza in October 2009. Sale of 33,507 Multi-Utility Vehicles (MUVs), a decline of 14. 7% against the last year and as a result the market share dropped to 12. 4%.

The Grande Mk II which was launched in December 2009 has been well accepted in the market and is expected to help in regaining market share in the UV segment. 14 – Sale of 24,884 Fiat cars which has given Fiat a 1. 3% market share as against 0. 5% in the previous year with Linea sales at 11,102 nos. (a segment share of 10. 1%) and the Grande Punto sales at 13,281 (a segment share of 3. 5%). The Company sold 225 Jaguar and Land Rover vehicles through its exclusive dealerships in India in the first year of the sales of the Jaguar Land Rover brands. The Company’s international business remained affected by the economic downturn in many of the key markets.

The Company’s commercial vehicle exports grew moderately by 4. 7% to 27,878 vehicles and passenger vehicles exports declined by 9. 9% to 6,231 vehicles. With improved economic outlook and market recovery and with the new product range, the Company expects significant improvement in its international business in the future. Tata Motors’ Group sales were 880,396 vehicles across its entire range of products and markets. The key highlights were: The Company has sold 667,971 vehicles. Jaguar Land Rover achieved sale of 193,982 vehicles as compared to 167,348 vehicles in 2008-09 (in 10 months since Tata Motors acquisition of the business in June 2008).

Jaguar Land Rover continued to enhance its product offerings through an all new XFR, powertrain offerings and 2010 model year vehicles. The new Jaguar XJ was unveiled in London in July 2009 and had its public debut at the Frankfurt Motor Show in September 2009. In South Korea, Tata Daewoo Commercial Vehicle Company Limited ( TDCV ) successfully launched the new premium truck platform – Prima; TDCV sales were stagnant at 9,011 vehicles in Korea and international markets as compared to 9,137 vehicles in the previous year. In Thailand, Tata Motors (Thailand) Limited saw a very good response to the CNG version of the Tata Pick-up vehicle – Xenon. – –

TATA MOTORS FINANCE LIMITED- CUSTOMER FINANCING INITIATIVES The vehicle financing activity under the brand “Tata MotorFinance” ( TMF) of Tata Motors Finance Limited, a wholly-owned subsidiary company, financed a total of 1,44,806 vehicles during the year as compared to 1,00,611 vehicles in the previous year. Total disbursements were Rs. 6,697 crores as against Rs. 4,900 crores in the previous year. The disbursals for new commercial vehicles were Rs. 5,123 crores (96,593 units) as compared to Rs. 3,319 crores (59,467 units) during the previous year. For passenger cars, total disbursements were Rs. 1,454 crores (48,213 units) as compared to Rs. 1,288 crores (41,144 units) in the previous year. The market share in terms of products financed by the Company increased from 22. % in commercial vehicles to 26% and remained constant at 21% in passenger cars. TMF has shown improvements in disbursements as well as Net Interest Margins, mainly driven by the overall economic recovery coupled with a strong focus on controlling costs, improving quality of fresh acquisitions, micromanagement of collections. TMF’s strategy on controlling, managing and reversing non-performing assets (NPAs) and ‘Risk Scored Pricing Model’ thrust on customer relations and a branch based re-organised field structure has set a robust platform to enable future growth. HUMAN RESOURCES & INDUSTRIAL RELATIONS Industrial Relations were cordial at all locations.

In a challenging environment and business conditions, the support from the workforce and unions was positive throughout. The key highlights in the human resources and industrial relations were:The Company’s plant at Uttarakhand was conferred with the prestigious Golden Peacock Award for Safety & Environment and the National Award for energy conservation by the Ministry of Power. The Pune plant received the Frost and Sullivan Green leader award for 2009 in the automotive sector. The Jamshedpur plant obtained a revised and updated certification under SA 8000 – a global social accountability standard for working conditions, certifying labour practices at the facilities including those of suppliers.

Towards organizational health and safety, the plants at Jamshedpur, Pune, Uttarakhand and Lucknow are certified under OHSAS 18001. The communication on progress during 2009-10 was submitted to the United Nations Global Compact. The Company has also submitted GRI report for 2008-09 based on G3 Guidelines of sustainability reporting framework. The Company also undertook several initiatives, including on-line tools for performance improvement, employee development and training. At Jaguar Land Rover, the year under review was dominated by the economic downturn and the need to cut costs quickly, which resulted in large numbers of non-production shifts in the 3 UK plants (Castle Bromwich, Halewood and Solihull).

Jaguar Land Rover worked closely with its Trade Unions and negotiated a Framework Agreement which secured ? 68 million – 15 Sixty-fifth annual report 2009-10 Tata Motors Limited of cost savings. It closed its Defined Benefit pension scheme to new workers with effect from April 24, 2010, by introducing a Defined Contribution scheme. All Jaguar Land Rover sites have been prepared to commence certification process for OHSAS 18001 external accreditation for Health and Safety standards, commencing July 2010. The Company had 482 employees who were in receipt of remuneration of not less than Rs. 24 lacs during the year or Rs. 2 lacs per month during any part of the said year.

The Information required under Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder is provided in the Annexure forming part of the Report. In terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary. FINANCE The borrowings of the Company as on March 31, 2010 stood at Rs. 16,625. 91 crores (previous year Rs. 13,165. 56 crores). The key highlights were:In 2009-10, the Company raised Rs. 4,200 crores from the issue of Secured, Rated, Credit Enhanced, Listed, 2% Coupon Non-Convertible Debentures (NCDs) with premium on redemption and Rs. 200 crores from the issue of 9. 95% Secured NCDs.

In a challenging financial market environment, the Company successfully rolled over in May 2009, the bridge finance it had obtained for acquisition of the Jaguar Land Rover business for a period of 18 months, till December 2010. Subsequently, the Company was able to prepay this loan facility in October 2009 from certain divestments, improved cash generation from operations and also through fund raised, US$ 375 million from the issue of Global Depository Receipts and US$ 375 million from issue of Foreign Currency Convertible Notes. Further, the Company made a limited period enhanced conversion offer to the non-U. S. holders of the 0% JPY 11,760 million and 1% US$ 300 million Convertible Notes.

The offer met with great success with bondholders representing 93% of the JPY bonds and 76% of US$ series bonds, opting to convert their bonds into Ordinary Shares, which resulted in debt of US$ 345 million being extinguished against the issue of 26. 64 million Ordinary Shares. The Company also sold 20% stake in Telco Construction Equipment Company Limited ( Telcon), in favour of Hitachi Construction Machinery Co. Ltd. (Hitachi) for a consideration of Rs. 1,152. 51 crores (net of expenses) resulting in the Company’s shareholding being reduced to 40% (on consolidated basis). – – – Jaguar Land Rover completed guarantee arrangements to facilitate the drawdown of a ? 38 million loan from European Investment Bank for its projects aimed at emission reduction, besides other financing activities like an inventory financing facility; renewal of a US$200 million loan; and repaid short term borrowing totaling ? 220 million. Tata Motors’ Group debt:equity ratio in the operations continues to remain high at 4. 3:1, though significantly bought down from 5. 9:1 as at March 31, 2009. The Board is conscious of this, and the need to strengthen the long-term funding for the business. The Company will further consider suitable steps to de-leverage and hence de-risk the balance sheet from volatility and has also taken and will continue to implement suitable steps for raising long term resources to match the Company’s fund requirement and to optimize its loan maturity profile.

The Company’s rating for foreign currency borrowings was revised by Standard & Poor to B (Positive Outlook) and by Moodys’ to B3 (Stable Outlook). For borrowing in local currency the rating was revised to A+ (Stable Outlook) by Crisil and to LA+ (Stable Outlook) by ICRA. INFORMATION TECHNOLOGY INITIATIVES Tata Motors’ Group continued to reinforce its IT capabilities in all areas of business in design/ engineering, manufacturing, vendor interface and dealer/customer interface functions. The major initiatives undertaken were:in Product Development/Engineering, 3D design visualization capability, enriching digital content by adding behaviour to digital models, Knowledge Based Engineering tools and enhanced digital collaboration with vendors; 16 –

Digital manufacturing solutions and validation was extensively deployed for the Nano facilities planning; manufacturing Execution systems implemented in the high-volume plants at Uttarakhand and Sanand; Supplier portal, which facilitates close collaboration from design/development stage to production planning and scheduling; CRM-DMS program enhancements, which further enrich the on-line common platform system for the Company’s sales, spare parts service activities and for all channel partners, giving the Company an on-line real-time market and customer interaction and information capability; Extension of customer touch points through web, call centre and SMS.

Jaguar Land Rover completed the process of separating its operations in markets where it previously operated as a part of the Ford legal entity and the process to separate the IT infrastructure and support systems is expected to be completed shortly. Jaguar Land Rover also rolled out its new SAP solution to many of its existing National Sales Companies around the world including South Africa, Brazil, North America, France and China. Jaguar Land Rover has initiated a major programme to re-engineer Product Creation capability, covering every aspect of Product Lifecycle Management (PLM) from concept to recycling, delivering a system that will provide everyone with immediate access to all Product Creation information, with simple-to-use, graphically-orientated user interfaces. – Tata Technologies Limited continues to be a key strategic partner in several of these technology initiatives.

NEW PRODUCT, TECHNOLOGY AND ENVIRONMENT – FRIENDLY INITIATIVES Product Development Tata Motors’ Group continuously assesses customer needs to develop new and innovative products which deliver better value to its customers. In pursuance of this strategy, the Company has developed significant in-house capabilities and works with a range of partners to keep its product profile rich and meet market expectations. Some of the key initiatives and projects include :The new heavy truck range Prima unveiled in May 2009, will be enriched through several product and application variants such as tractor trailers, tippers, rigid trucks over the next few years. TDCV received the Grand Prize of 2009 Good Design Selection of Korea for the Prima, and development on a range of light trucks is underway.

The new range of buses (based on the Prima platform with bodies being made by Tata Marcopolo displayed at the Delhi Auto Expo in January 2010) have been launched. Tata Hispano has developed a new Intercity Coach the Xerus and a new Suburban Bus, the Intea and is working on developing a range of other buses. In small commercial vehicles, the Ace platform is being exploited to introduce variants to address various market segments. The Ace EX and Super Ace have been launched and the Company will introduce the multi-purpose vehicle, Venture, the passenger vehicle variant, Magic Iris and the micro-truck Ace Zip. The Aria, India’s first indigenously developed crossover vehicle, showcased at the last Auto Expo is expected to be launched in the first half of 2010-11.

Variants of the Nano, to suit specific needs of the domestic and international markets are being developed. Increased thrust is being made to explore opportunities for launch of the Indica Vista and the Indigo Manza in various international markets. In July 2009, Jaguar Land Rover launched to the world, the beginnings of its response to Environmental and C02 challenges with more compact and efficient vehicles. The New XJ launched in early 2010-11, features the next generation

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