Tata Motors Abridged LOF - Vfinal PDF

ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER
Private & Confidential
The Abridged Letter of Offer consists of 88 printed pages

Dated March 30, 2015
For Eligible Shareholders only
Please ensure that you read the Letter of Offer dated March 30, 2015 (Letter of Offer) and general instructions appearing in the
composite application form before applying in the Issue. Unless otherwise specified, all terms used in this Abridged Letter of Offer shall
have the meaning ascribed to such terms in the Letter of Offer. The Investors are advised to retain a copy of the Letter of Offer / Abridged
Letter of Offer for their future reference. Please note that page numbers references made in this Abridged Letter of Offer are to the page
numbers of the Letter of Offer.
TATA MOTORS LIMITED
Tata Motors Limited was incorporated as Tata Locomotive and Engineering Company Limited on September 1, 1945 as a public limited liability company
under the Companies Act, 1913. For details in relation to change in name of our Company, see General Information on page 43 of the Letter of Offer.
Registered Office: Bombay House, 24, Homi Mody Street, Mumbai 400 001
Contact Person: H K Sethna, Company Secretary and Compliance Officer
Tel: (91 22) 6665 8282; Fax: (91 22) 6665 7799; Email: inv_rel@tatamotors.com; Website: www.tatamotors.com
Corporate Identity Number: L28920MH1945PLC004520
PROMOTER OF OUR COMPANY: TATA SONS LIMITED
FOR PRIVATE CIRCULATION TO THE ELIGIBLE SHAREHOLDERS OF
TATA MOTORS LIMITED (OUR COMPANY OR THE ISSUER) ONLY
SIMULTANEOUS BUT UNLINKED ISSUE OF UP TO 15,06,44,759 ORDINARY SHARES OF FACE VALUE ` 2 EACH (THE
ORDINARY SHARES) OF OUR COMPANY FOR CASH AT A PRICE OF ` 450 (INCLUDING A PREMIUM OF ` 448 PER
ORDINARY SHARE) ON A RIGHTS BASIS TO THE ELIGIBLE ORDINARY SHAREHOLDERS OF OUR COMPANY IN THE
RATIO OF SIX ORDINARY SHARES FOR 109 FULLY PAID-UP ORDINARY SHARES HELD ON THE BOOK CLOSURE DATE,
THAT IS ON APRIL 8, 2015 AND UP TO 2,65,30,290 A ORDINARY SHARES OF FACE VALUE ` 2 EACH (THE A ORDINARY
SHARES) OF OUR COMPANY FOR CASH AT A PRICE OF ` 271 (INCLUDING A PREMIUM OF ` 269 PER A ORDINARY
SHARE) ON A RIGHTS BASIS TO THE ELIGIBLE A ORDINARY SHAREHOLDERS OF OUR COMPANY IN THE RATIO
OF SIX A ORDINARY SHARES FOR 109 FULLY PAID-UP A ORDINARY SHARES HELD ON THE BOOK CLOSURE DATE,
THAT IS ON APRIL 8, 2015 (COLLECTIVELY, THE ISSUE). THE ISSUE PRICE OF THE ORDINARY SHARES IS 225 TIMES
THE FACE VALUE OF THE ORDINARY SHARES. THE ISSUE PRICE OF THE A ORDINARY SHARES IS 135.5 TIMES THE
FACE VALUE OF THE A ORDINARY SHARES. TOTAL PROCEEDS FROM THE ISSUE OF ORDINARY SHARES AND A
ORDINARY SHARES WOULD AGGREGATE UP TO ` 7,498 CRORE. FOR FURTHER DETAILS, SEE TERMS OF THE ISSUE
BEGINNING ON PAGE 157 OF THE LETTER OF OFFER.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can
afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in
the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks
involved. The securities being offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India
(SEBI) nor does SEBI guarantee the accuracy or adequacy of the Letter of Offer. Investors are advised to refer to Risk Factors beginning
on page 15 of the Letter of Offer before making an investment in this Issue.
ISSUERS ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that the Letter of Offer contains all information with
regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in the Letter of Offer is true
and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly
held and that there are no other facts, the omission of which makes the Letter of Offer as a whole or any such information or the expression of
any such opinions or intentions misleading in any material respect.
LISTING
The existing Ordinary Shares and A Ordinary Shares of our Company are listed on the BSE Limited (the BSE) and the National Stock
Exchange of India Limited (the NSE, and together with BSE, the Stock Exchanges). Our Company has received approvals from the BSE
and the NSE under Clause 24(a) of the Listing Agreement for listing the Securities to be allotted pursuant to the Issue through their letters, dated
March 27, 2015. For the purposes of the Issue, the Designated Stock Exchange is the BSE.
ISSUE OPENS ON
APRIL 17, 2015
ISSUE PROGRAMME
LAST DATE FOR REQUEST FOR
SPLIT APPLICATION FORMS
APRIL 24, 2015
1
ISSUE CLOSES ON
MAY 2, 2015

Global Co-ordinators and Senior Lead Managers
SBI Capital Markets Limited
202, Maker Tower E, Cuffe Parade, Mumbai 400 005
Tel: (91 22) 2217 8300; Fax: (91 22) 2218 8332
Website: www.sbicaps.com; E-mail: tml.rights@sbicaps.com
Contact Person: Kavita Tanwani
SEBI Registration Number: INM000003531
Citigroup Global Markets India Private Limited*

1202, 12th Floor, First International Financial Center
G-Block Bandra Kurla Complex, Bandra (East), Mumbai 400 051
Tel: (91 22) 6175 9999; Fax: (91 22) 6175 9961
Website:http://www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm
E-mail: tata.motors.rights@citi.com; Contact Person: Mitul Shah
SEBI Registration No: INM000010718
* Lead Co-ordinator
Co-Lead Manager to the Issue

HDFC Bank Limited
Investment Banking Group, Unit No. 401 & 402, 4th floor, Tower B
Peninsula Business Park, Lower Parel, Mumbai 400 013
Tel: (91 22) 3395 8015; Fax: (91 22) 3078 8584
Website: www.hdfcbank.com, E-mail: tml.rights@hdfcbank.com
Contact Person: Keyur Desai/ Rishi Tiwari
SEBI Registration Number: INM000011252
DSP Merrill Lynch Limited

8th Floor, Mafatlal Center, Nariman Point, Mumbai 400 021
Tel: (91 22) 6632 8000; Fax: (91 22) 2204 8518
Website: www.dspml.com; Email: dg.TML_Rights@baml.com
Contact Person: Ankit Jajodia
SEBI Registration No.: INM000011625
Registrar to the Issue

Credit Suisse Securities (India) Private Limited
Ceejay House, 9th Floor, Dr. Annie Besant Road, Worli, Mumbai 400 018
Tel : (91 22) 6777 3987; Fax : (91 22) 6777 3820
Website: www.credit-suisse.com; Email: list.ibdprojectspice@credit-suisse.com
Contact Person: Rejo Kurian
SEBI Registration No: INM000011161
Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai 400 078
Tel: (91 22) 6171 5400 / 9167779196 /97 /98/ 99; Fax: (91 22) 2596 0329
Website: www.linkintime.co.in; Email: tatamotors.rights@linkintime.co.in
Contact Person: Sachin Achar
SEBI Registration No: INR000004058
Investors may contact the Registrar or our Company Secretary and Compliance
Officer for any pre-Issue/ post-Issue related matter. All grievances relating to the
ASBA process may be addressed to the Registrar, with a copy to the SCSB, giving
full details such as name, address of the applicant, number of Ordinary Shares or
A Ordinary Shares applied for, amount blocked, ASBA Account number and the
Designated Branch of the SCSB where the CAF, or the plain paper application, as the
case may be, was submitted by the ASBA Investors. For further details on the ASBA
process, refer to the details given in the CAF and Terms of the Issue beginning on
page 157 of the Letter of Offer.
HSBC Securities and Capital Markets (India) Private Limited

52/60, Mahatma Gandhi Road, Fort, Mumbai 400 001
Tel: (91 22) 2268 5555; Fax: (91 22) 2263 1984
Website: http://www.hsbc.co.in/1/2/corporate/equities-globalinvestment-banking
Email: tatamotors.rights@hsbc.co.in; Contact Person: Mayank Jain
J. P. Morgan India Private Limited
J. P. Morgan Tower, Kalina, Off C. S. T. Road, Santacruz (East), Mumbai 400 098
Tel: (91 22) 6157 3000; Fax: (91 22) 6157 3911
Website: www.jpmipl.com; Email: tatamotors_rights@jpmorgan.com
Contact Person: Prateeksha Runwal
Bankers to the Issue

ICICI Bank Limited
1st Floor, 122, Mistry Bhavan, Dinshaw Vachha Road
Backbay Reclamation, Churchgate, Mumbai 400 020
Tel: (91 22) 2285 9932; Fax: (91 22) 2261 1138
Website: www.icicibank.com
E-mail: rishav.bagrecha@icicibank.com / ipocmg@icicibank.com
Contact Person: Rishav Bagrecha
SEBI Registration No: INBI00000004
Lead Managers to the Issue

ICICI Securities Limited
ICICI Centre, H.T. Parekh Marg, Churchgate, Mumbai 400 020
Tel : (91 22) 2288 2460; Fax : (91 22) 2282 6580
Website: www.icicisecurities.com; Email: tatamotors.rights@icicisecurities.com
Contact Person: Ayush Jain / Manvendra Tiwari
HDFC Bank Limited

HDFC Bank Limited, FIG-OPS Department, - Lodha, I Think Techno Campus
O-3 Level, next to Kanjurmarg Railway Station, Kanjurmarg (E), Mumbai 400 042
Tel: (91 22) 3075 2928; Fax: (91 22) 2579 9801
Website: www.hdfcbank.com; Email: uday.dixit@hdfcbank.com
Contact Person: Uday Dixit
SEBI Registration No.: INBI00000063
Self Certified Syndicate Banks
The list of banks that have been notified by SEBI to act as SCSB for the ASBA process
is provided on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/RecognisedIntermediaries. Details relating to designated branches of SCSBs collecting the
ASBA application forms are available at the above mentioned link.
Kotak Mahindra Capital Company Limited

27 BKC, C-27, G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051
Tel: (91 22) 4336 0000; Fax: (91 22) 6713 2447
Website: http://investmentbank.kotak.com; Email: tml.rights@kotak.com
Contact Person: Ganesh Rane
2

Credit Rating
As the Issue is of Ordinary Shares and A Ordinary Shares, there is no requirement
of credit rating for this Issue.
Legal Advisor to the GCSLMs, the Lead Managers and Co-Lead Manager as
to Indian law
AZB & Partners
24th Floor, Express Towers, Nariman Point, Mumbai 400 021
Tel: (91 22) 6639 6880; Fax: (91 22) 6639 6888
International Legal Advisor to our Company
Sullivan & Cromwell (Hong Kong)
28th Floor, Nine Queens Road Central, Hong Kong
Tel: (852) 2826 8688; Fax: (852) 2522 2280
International Legal Advisor to the GCSLMs, the Lead Managers and the CoLead Manager
Shearman and Sterling
12/F, Gloucester Tower, The Landmark, 15 Queens Road Central, Hong Kong
Tel: (852) 2978 8000; Fax: (852) 2978 8099
Statutory Auditor of our Company
Deloitte Haskins & Sells LLP
Indiabulls Finance Centre, 32nd Floor, Tower 3 Compound,
Elphinstone (W) Mumbai 400 013
Tel: (91 22) 6185 4000; Fax: (91 22) 6185 5380
Firm Registration Number: 117366W/W 100018
Appraising Entity
None of the purposes for which the Net Proceeds are proposed to be utilised have been
financially appraised by any banks or financial institution or any other independent agency.
For definitions and abbreviations, see Definitions and Abbreviations on page 2 of
the Letter of Offer.
Debenture trustee
This being an issue of Ordinary Shares and A Ordinary Shares, a debenture trustee
is not required.
Company Secretary and Compliance Officer
H K Sethna
Bombay House, 24, Homi Mody Street, Mumbai 400 001
Tel: (91 22) 6665 8282
Fax: (91 22) 6665 7799
E-mail: inv_rel@tatamotors.com
Monitoring Agency
Our Company has appointed HDFC Bank, as the monitoring agency to monitor the
utilization of the Net Proceeds in terms of Regulation 16 of the SEBI Regulations.
Issue Schedule
Issue Opening Date
Last date for receiving requests for SAFs
Issue Closing Date
Allotment Date (on or about)
Date of credit (on or about)
Date of listing (on or about)
:
:
:
:
:
:
April 17, 2015

April 24, 2015
May 2, 2015
May 13, 2015
May 15, 2015
May 18, 2015
Legal Advisor to our Company as to Indian law

Amarchand & Mangaldas & Suresh A. Shroff & Co.
Peninsula Chambers
Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013
Tel: (91 22) 2496 4455; Fax: (91 22) 2496 3666
TABLE OF CONTENTS(1)
SECTION
NOTICE TO INVESTORS
RISK FACTORS
THE ISSUE
SUMMARY FINANCIAL INFORMATION
CAPITAL STRUCTURE
OBJECTS OF THE ISSUE
OUR MANAGEMENT
RELATED PARTY TRANSACTIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
WORKING RESULTS
MATERIAL DEVELOPMENTS
OUTSTANDING LITIGATION AND DEFAULTS
GOVERNMENT AND OTHER APPROVALS
OTHER REGULATORY AND STATUTORY DISCLOSURES
TERMS OF THE ISSUE
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
DECLARATION
PAGE NO.
4
4
17
18
26
33
40
44
44
57
57
59
61
61
66
86
88
(1) In terms of Regulations 58(2) read with paragraph (2) of Part F of Schedule VIII of the SEBI Regulations, the order in which
the sections (as applicable) appear in this Abridged Letter of Offer corresponds to the order in which such sections appear in the
Letter of Offer.
3

NOTICE TO INVESTORS
The distribution of the Letter of Offer, the Abridged Letter of
Offer or CAF and the issue of the Securities on a rights basis
to persons in certain jurisdictions outside India are restricted
by legal requirements prevailing in those jurisdictions. Persons
into whose possession the Letter of Offer, the Abridged Letter
of Offer or CAF may come are required to inform themselves
about and observe such restrictions. Our Company is making
this Issue on a rights basis to the Eligible Shareholders and will
dispatch the Letter of Offer / Abridged Letter of Offer and CAF
only to Eligible Shareholders who have a registered address in
India or who have provided an Indian address to our Company.
No action has been or will be taken to permit the Issue in any
jurisdiction where action would be required for that purpose,
except in respect of the registration of the Ordinary Shares and
A Ordinary Shares the US, as stated below. Accordingly, the
Securities may not be offered or sold, directly or indirectly, and
the Letter of Offer, the Abridged Letter of Offer or any offering
materials or advertisements in connection with the Issue may
not be distributed, in any jurisdiction, except in accordance with
legal requirements applicable in such jurisdiction. Receipt of the
Letter of Offer or the Abridged Letter of Offer will not constitute
an offer in those jurisdictions in which it would be illegal to
make such an offer and, in those circumstances, the Letter of
Offer and the Abridged Letter of Offer must be treated as sent for
information only and should not be acted upon for subscription
to Securities and should not be copied or redistributed.
Accordingly, persons receiving a copy of the Letter of Offer or
the Abridged Letter of Offer should not, in connection with the
issue of the Securities or the Rights Entitlements, distribute or
send the Letter of Offer or the Abridged Letter of Offer in or
into any jurisdiction where to do so, would or might contravene
local securities laws or regulations. If the Letter of Offer or the
Abridged Letter of Offer is received by any person in any such
jurisdiction, or by their agent or nominee, they must not seek to
subscribe to the Securities or the Rights Entitlements referred to
in the Letter of Offer and the Abridged Letter of Offer.
Neither the delivery of the Letter of Offer, the Abridged Letter
of Offer nor any sale hereunder, shall, under any circumstances,
create any implication that there has been no change in our
Companys affairs from the date hereof or the date of such
information or that the information contained herein is correct
as at any time subsequent to the date of the Letter of Offer and
the Abridged Letter of Offer or the date of such information.
Our Company expects to file a registration statement, containing
a base prospectus and a prospectus supplement (collectively, the
U.S. Prospectus), with the SEC to register Ordinary Shares
(including American Depositary Shares representing Ordinary
Shares), the rights to subscribe to Ordinary Shares (including
rights to subscribe to American Depositary Shares representing
Ordinary Shares (the ADS Rights)), A Ordinary Shares and
rights to subscribe for A Ordinary Shares concurrently with
the Issue (the U.S. Securities). However, our Company will
dispatch the Letter of Offer/ Abridged Letter of Offer and CAF
only to Eligible Shareholders who have provided an Indian
address to our Company. Any CAFs bearing an address in the
United States will not be accepted.
If you are a U.S. person or reside in the United States, you
should refer to the U.S. Prospectus prior to making any
investment decision with respect to the U.S. Securities.
Copies of the U.S. Prospectus may also be obtained by
contacting Georgeson Inc., toll free, at +1-866-821-2550 from
9:00 a.m. to 9:00 p.m., New York City time, Monday to Friday.
RISK FACTORS
An investment in the Securities involves a high degree of risk.
The risks described below together with other information
contained in the Letter of Offer should be carefully considered
by the prospective investors before making an investment
decision. The risks described below are not the only risks which
are relevant to our Company or investments in securities of
Indian issuers. Additional risks not presently known to us or
that we currently deem immaterial may also adversely affect
our business operations. Our business, financial condition or
results of operations could be materially and adversely affected
by any of these risks, the trading price of the Securities could
decline, and all or part of your investment may be lost. Unless
otherwise stated, we are not in a position to specify or quantify
the financial or other risks mentioned herein.
The Letter of Offer also contains forward-looking statements
that involve risks and uncertainties. Our actual results could
differ materially from those anticipated in these forwardlooking statements as a result of certain factors, including
the considerations described below and Forward Looking
Statements on page 13 of the Letter of Offer.
Risks arising out of Offences/Litigations/Losses
Nil
Company/Group Specific Risks
1. Restrictive covenants in our financing agreements may
limit our operations and financial flexibility and materially
and adversely impact our financial condition, results of
operations and prospects.
Some of our financing agreements and debt arrangements
set limits on or require us to obtain lender consent before,
among other things, pledging assets as security. In addition,
certain financial covenants may limit our ability to borrow
additional funds or to incur additional liens. In the past, we
have been able to obtain required lender consent for such
activities. However, there can be no assurance that we will
be able to obtain such consents in the future. If our liquidity
needs, or growth plans, require such consents and such
consents are not obtained, we may be forced to forego or
alter our plans, which could materially and adversely affect
our financial condition and results of operations.
In the event we breach financing agreements, the outstanding
amounts due thereunder could become due and payable
immediately or result in increased costs. A default under one
of these agreements may also result in cross- defaults under
other financing agreements and result in the outstanding
amounts under such other financing agreements becoming
due and payable immediately. This could have a material
adverse effect on our financial condition and results of
operations.
In recent years, we have been in breach of financial
covenants relating to our ratio of total outstanding liabilities
to tangible net worth and to our debt service coverage ratio
in various financing agreements. We requested and obtained
waivers of our obligations from our lenders and guarantors
to pay additional costs as a consequence of such breaches.
These breaches have not resulted in an event of default in
our financing agreements or the payment of penalties.
If we are in breach of these financials covenants in Fiscal
2015, we plan to seek consents or waivers from our lenders
or guarantors.
However, we cannot assure you that we will succeed in
obtaining consents or waivers in the future from our lenders
or guarantors, or that our lenders and guarantors will not
4

impose additional operating and financial restrictions on
us, or otherwise seek to modify the terms of our existing
financing agreements in ways that are materially adverse
to us. In addition, future non-compliance with the financial
covenants of our financing agreements may lead to increased
costs for any future financings.
2. We are subject to risk associated with the automobile
financing business.
We are subject to risks associated with our automobile
financing business in India. In the nine months ended
December 31, 2014, the market share of our automobile
financing business, which supports sales of our vehicles,
declined to 24.8% from 31.5% in the same period in
2013. Any default by our customers or inability to repay
installments as due, could materially and adversely affect
our business, financial condition, results of operations and
cash flows.
The sale of our commercial and passenger vehicles is
heavily dependent on fund availability for our customers.
Rising delinquencies and early defaults have contributed to
a reduction in automobile financing, which in turn has had an
adverse effect on fund availability for potential customers.
This reduction in available financing may continue in the
future and have a material adverse effect on our business,
financial conditions and results of operations.
In respect of our Jaguar Land Rover operations, we
have consumer finance arrangements in place with local
providers in a number of key markets. Any reduction in
the supply of available consumer financing for purchase of
new vehicles could create additional pressures to increase
marketing incentives in order to maintain demand for our
vehicles, which could materially reduce our sales and
net income. Furthermore, Jaguar Land Rover also offers
residual value guarantees on the leases of certain vehicles
in some markets. Any significant declines in used car
valuations could materially and adversely affect our sales,
financial condition and results of operations.
Over time, and particularly in the event of any credit rating
downgrade, market volatility, market disruption, regulatory
changes or otherwise, we may need to reduce the amount
of financing receivables we originate, which could severely
disrupt our ability to support the sale of our vehicles.
3. Underperformance of our distribution channels and
supply chains may have a material adverse effect on our
sales, financial conditions and results of operations.
Our products are sold and serviced through a network of
authorized dealers and service centers across our domestic
market, and a network of distributors and local dealers in
the international markets. We monitor the performance of
our dealers and distributors and provide them with support
to enable them to perform to our expectations. There can
be no assurance, however, that these expectations will be
met. Any under-performance by our dealers or distributors
could materially and adversely affect our sales, financial
condition and results of operations.
We rely on third parties to supply us with the raw
materials, parts and components used in the manufacture
of our products. Furthermore, for some of these parts and
components, we are dependent on a single source of supply.
Our ability to procure supplies in a cost effective and timely
manner is subject to various factors, some of which are not
within our control. While we manage our supply chain as
part of our vendor management process, any significant
problems with our supply chain in the future could severely
4.

5.

6.
5
disrupt our business and materially reduce our sales and

net income. In respect of our FIAL operations, as part of
the restructuring agreement, we have entered into retail
and wholesale financing for Fiat products, which require
us to purchase fixed quantity of parts through take or pay
contracts. Any disruption of such services or invocation
of take or pay arrangements could have a material adverse
effect on our business, financial condition and results of
operations.
Natural disasters and man-made accidents, adverse
economic conditions, decline in automobile demand,
and lack of access to sufficient financing arrangements,
among others, could have a negative financial impact on
our suppliers and distributors in turn impairing timely
availability of components to us or increasing the costs of
such components. Similarly, impairments to the financial
position of our distributors may adversely impact our
performance in some markets. In addition, if one or more of
the other global automotive manufacturers were to become
insolvent, this would severely disrupt our supply chains and
may further materially reduce our sales and net income.
In respect of our Jaguar Land Rover operations, as part of a
separation agreement from Ford, we have entered into long
term supply agreements with Ford and certain other third
parties for critical components which require us to purchase
fixed quantity of parts through take or pay contracts. Any
disruption of such services or invocation of take or pay
contracts could have a material adverse effect on our
business, financial condition and results of operations.
Deterioration in the performance of any of our
subsidiaries, joint ventures and affiliates may adversely
affect our results of operations.
We have made and may continue to make capital
commitments to our subsidiaries, joint ventures and
affiliates, and if the business or operations of any of these
subsidiaries, joint ventures and affiliates deteriorates, the
value of our investments may decline substantially.
We are also subject to risks associated with joint ventures
and affiliates wherein we have only partial or joint control.
Our partners may be unable, or unwilling, to fulfill their
obligations or may experience financial difficulties which
may adversely impact our value of our investments.
The significant reliance of Jaguar Land Rover on key
mature markets increases the risk of negative impact of
reduced customer demand in those countries.
Jaguar Land Rover, which contributes a large portion of
our revenues, generates a significant portion of its sales
in the United Kingdom, North American and continental
European markets where it derives three-quarters of its
revenues. Sales declines in the premium car or all-terrain
vehicle segments in which Jaguar Land Rover operates
have been particularly severe. Although demand in those
markets remains relatively strong, a decline in demand for
Jaguar Land Rover vehicles in these major markets may
in the future significantly impair our business, financial
position and results of operations. In addition, Jaguar Land
Rovers strategy, which includes new product launches
and expansion into growing markets, such as China,
India, Russia and Brazil, may not be sufficient to mitigate
a decrease in demand for Jaguar Land Rover products in
mature markets in the future, which could have a significant
adverse impact on our financial performance.
We are subject to risks associated with growing our
business through mergers and acquisitions.

We believe that our acquisitions provide us opportunities

to grow significantly in the global automobile markets by
offering premium brands and products. Our acquisitions
have provided us with access to technology and additional
capabilities while also offering potential synergies.
However, the scale, scope and nature of the integration
required in connection with our acquisitions present
significant challenges, and we may be unable to integrate
the relevant subsidiaries, divisions and facilities effectively
within our expected schedule. An acquisition may not
meet our expectations and the realization of the anticipated
benefits may be blocked, delayed or reduced as a result of
numerous factors, some of which are outside our control.
For example, we acquired the Jaguar Land Rover business
from Ford Motor Company in June 2008, and Jaguar Land
Rover has become a significant part of our business and
accounted for approximately 80% of our total revenues for
the fiscal year ended March 31, 2014. As a result of the
acquisition, we are responsible for, among other things,
the obligations and liabilities associated with the legacy
business of Jaguar Land Rover. We cannot assure you
that any legacy issues at Jaguar Land Rover or any other
acquisition we have undertaken in the past or will undertake
in the future would not have a material adverse effect on our
business, financial condition and results of operations, as
well as our reputation and prospects.
We will continue to evaluate growth opportunities through
suitable mergers and acquisitions in the future. Growth
through mergers and acquisitions involves business risks,
including unforeseen contingent risks or latent business
liabilities that may only become apparent after the merger
or acquisition is completed. The key success factors will
be seamless integration and effective management of the
merged/acquired entity, retention of key personnel, as well
as generating cash flow from synergies in engineering and
sourcing, joint sales and marketing efforts, and management
of a larger business. If any of these factors fails to materialize
or if we are unable to manage any of the associated risks
successfully, our business, financial condition and results of
operations could be materially and adversely affected.
7. We rely on licensing arrangements with Tata Sons
Limited to use the Tata brand. Any improper use of the
associated trademarks by our licensor or any other third
parties could materially and adversely affect our business,
Our rights to our trade names and trademarks are a crucial
factor in marketing our products. Establishment of the
Tata word mark and logo mark in and outside India is
material to our operations. We have licensed the use of the
Tata brand from the Promoter, Tata Sons Limited. If the
Promoter, or any of its subsidiaries or affiliated entities,
or any third party uses the trade name Tata in ways
that adversely affect such trade name or trademark, our
reputation could suffer damage, which in turn could have a
material adverse effect on our business, financial condition
and results of operations.
8. Inability to protect or preserve our intellectual property
could materially and adversely affect our business,
We own or otherwise have rights in respect of a number
of patents relating to the products we manufacture, which
have been obtained over a period of years. In connection
with the design and engineering of new vehicles and the
enhancement of existing models, we seek to regularly
develop new technical designs for use in our vehicles.
We also use technical designs which are the intellectual

property of third parties with such third parties consent.
These patents and trademarks have been of value in the
growth of our business and may continue to be of value in
the future. Although we do not regard any of our businesses
as being dependent upon any single patent or related group
of patents, an inability to protect this intellectual property
generally, or the illegal breach of some or a large group of
our intellectual property rights, would have a materially
adverse effect on our business, financial condition and results
of operations. We may also be affected by restrictions on the
use of intellectual property rights held by third parties and
we may be held legally liable for the infringement of the
intellectual property rights of others in our products.
9. Our business and operations could be severely affected by
labor unrest.
All of our permanent employees in India, other than officers
and managers and most of our permanent employees in
South Korea and the United Kingdom, including certain
officers and managers, in relation to our automotive
business, are members of labor unions and are covered by
our wage agreements, where applicable with those labor
unions.
In general, we consider our labor relations with all of our
employees to be good. However, in the future we may be
subject to labor unrest, which may delay or disrupt our
operations in the affected regions, including the acquisition
of raw materials and parts, the manufacture, sales and
distribution of products and the provision of services.
If work stoppages or lock-outs at our facilities or at the
facilities of our major vendors occur or continue for a long
period of time, our business, financial condition and results
of operations could be materially and adversely affected.
10. Our business could be negatively affected by the actions of
activist shareholders.
Certain of our shareholders may from time to time advance
shareholder proposals or otherwise attempt to effect
changes or acquire control over our business. Campaigns by
shareholders to effect changes at publicly-traded companies
are sometimes led by investors seeking to increase shortterm shareholder value by advocating corporate actions
such as financial restructuring, increased borrowing, special
dividends, stock repurchases or even sales of assets or the
entire company, or by voting against proposals put forward
by the board of directors and management of the company.
If faced with actions by activist shareholders, we may not
be able to respond effectively to such actions, which could
be disruptive to our business.
The current environment of increased shareholder activism
could lead to new regulations or additional disclosure
obligations, which could impact the manner in which
we operate our business in ways we cannot currently
anticipate. As an example, pursuant to the Dodd-Frank
Wall Street Reform and Consumer Protection Act, which
contains significant corporate governance and executive
compensation related provisions, the SEC has adopted
additional rules and regulations in areas such as say on
pay. Similarly, under applicable Indian laws, remuneration
packages may in certain circumstances require shareholder
approval. Our management and other personnel may be
required to devote a substantial amount of time to such
compliance initiatives. These rules and regulations may
increase our legal and financial compliance costs and could
materially and adversely affect our business, financial
6

11. We may have to comply with more stringent foreign
investment norms in the event of an increase in
shareholding of non-residents or if our Company is
considered as engaged in a sector in which foreign
investment is restricted.
Indian companies, which are owned or controlled by nonresident persons, are subject to investment restrictions
specified in the Consolidated FDI Policy. Under the
Consolidated FDI Policy, an Indian company is considered
to be owned by a non-resident persons if more than 50%
of its equity interest is beneficially owned by non-resident
persons. The non-resident equity shareholding in our
Company may, in the near future, exceed 50%, thereby
resulting in our Company being considered, as being
owned by non-resident entities under the Consolidated FDI
Policy. In such an event, any investment by our Company
in existing subsidiaries, associates or joint ventures and new
subsidiaries, associates or joint ventures will be considered
as indirect foreign investment and shall be subject to various
requirements specified under the Consolidated FDI Policy,
including sectoral limits, approval requirements and pricing
guidelines, as may be applicable.
Further, as part of our automotive business, our Company
supplies and has in the past supplied vehicles to Indian
military and para military forces and in the course of
such activities has obtained an industrial license from the
Department of Industrial Policy. Whilst we believe we
are an automobile company by virtue of the business we
undertake, in the event that foreign investment regulations
applicable to the defence sector (including under the
Consolidated FDI Policy) are made applicable to us, foreign
investment restrictions and other conditions applicable to us
will be more stringent than those applicable to us presently.
12. Our business and prospects could suffer if we lose one
or more key personnel or if we are unable to attract and
retain our employees.
Our business and future growth depend largely on the
skills of our workforce, including executives and officers,
and automotive designers and engineers. The loss of the
services of one or more of our personnel could impair
our ability to implement our business strategy. In view of
intense competition, any inability to continue to attract,
retain and motivate our workforce could materially and
adversely affect our business, financial condition, results of
operations and prospects.
13. Future pension obligations may prove more costly than
currently anticipated and the market value of assets in our
pension plans could decline.
We provide post retirement and pension benefits to our
employees, including defined benefit plans. Our pension
liabilities are generally funded. However, lower returns on
pension fund assets, changes in market conditions, interest
rates or inflation rates, and adverse changes in other critical
actuarial assumptions, may impact our pension liabilities
or assets and consequently increase funding requirements,
which could materially decrease our net income and cash
flows.
14. Any inability to manage our growing international
business may materially and adversely affect our financial
Our growth strategy relies on the expansion of our
operations by introducing certain automotive products in
markets outside India, including in Europe, China, Russia,
Brazil, the United States, Africa and other parts of Asia. The
costs associated with entering and establishing ourselves in

new markets, and expanding such operations, may be higher
than expected, and we may face significant competition
in those regions. In addition, our international business is
subject to many actual and potential risks and challenges,
including language barriers, cultural differences and other
difficulties in staffing and managing overseas operations,
inherent difficulties and delays in contract enforcement
and the collection of receivables under the legal systems of
some foreign countries, the risk of non-tariff barriers, other
restrictions on foreign trade or investment sanctions, and the
burdens of complying with a wide variety of foreign laws,
rules and regulations. As a part of our global activities we
may engage with third party dealers and distributors whom
we do not control but who may nevertheless take actions
that could have a material adverse impact on our reputation
and business. In addition, we cannot assure you that we will
not be held responsible for any activities undertaken by
such dealers and distributors. If we are unable to manage
risks related to our expansion and growth in other parts of
the world, our business, financial condition and results of
operations could be materially and adversely affected.
15. We have a limited number of manufacturing, design,
engineering and other facilities and any disruption in
the operations of those facilities could materially and
adversely affect our business, financial condition and
results of operations.
We have manufacturing facilities and design and
engineering centres located in India, the United Kingdom,
China, South Korea, Thailand, South Africa and Brazil,
and have established a presence in Indonesia. We could
experience disruptions to our manufacturing, design and
engineering capabilities for a variety of reasons, including,
among others, extreme weather, fire, theft, system failures,
natural catastrophes, mechanical or equipment failures and
similar events. Any such disruptions could affect our ability
to design, manufacture and sell our products and, if any
of these events were to occur, there can be no assurance
that we would be able to shift our design, engineering or
manufacturing operations to alternate sites in a timely
manner or at all. Any such disruption could materially
and adversely affect our business, financial condition and
16. We are exposed to operational risks, including risks in
connection with our use of information technology.
Operational risk is the risk of loss resulting from inadequate
or failed internal systems and processes, whether resulting
from internal or external events. Such risks could stem from
inadequacy or failures of controls within internal procedures,
violations of internal policies by employees, disruptions or
malfunctioning of information technology systems such as
computer networks and telecommunication systems, other
mechanical or equipment failures, human error, natural
disasters or malicious acts by third parties. Any unauthorized
access to or misuse of data on our information technology
systems, human errors or technological or process failures
of any kind could severely disrupt our operations, including
our manufacturing, design and engineering processes,
and could have a material adverse effect on our financial
17. Any failures or weaknesses in our internal controls could
materially and adversely affect our financial condition
Upon an evaluation of the effectiveness of the design and
7

operation in the Annual Report, upon an evaluation of the
effectiveness of the design and operation of our internal
controls, we concluded that there was a material weakness
such that our internal controls over financial reporting
were not effective as at March 31, 2014. Although we
have instituted remedial measures to address the material
weakness identified and continually review and evaluate
our internal control systems to allow management to report
on the sufficiency of our internal controls, we cannot assure
you that we will not discover additional weaknesses in
our internal controls over financial reporting. Any such
additional weaknesses or failure to adequately remediate
any existing weakness could materially and adversely
affect our financial condition or results of operations and
our ability to accurately report our financial condition and
results of operations in a timely and reliable manner.
18. Our insurance coverage may not be adequate to protect us
against all potential losses to which we may be subject, and
this may have a material adverse effect on our business,
While we believe that the insurance coverage that we
maintain is reasonably adequate to cover all normal risks
associated with the operation of our business, there can be
no assurance that our insurance coverage will be sufficient,
that any claim under our insurance policies will be honored
fully or timely, or that our insurance premiums will not
increase substantially. Accordingly, to the extent that we
suffer loss or damage that is not covered by insurance or
which exceeds our insurance coverage, or are required to
pay higher insurance premiums, our business, financial
condition and results of operations may be materially and
adversely affected.
19. We require certain approvals or licenses in the ordinary
course of business and the failure to obtain or retain them
in a timely manner, or at all, may adversely affect our
operations.
We require certain statutory and regulatory permits,
licenses and approvals to carry out our business operations
and applications for their renewal need to be made within
certain timeframes. For some of the approvals which may
have expired, we may have either made or are in the process
of making an application for obtaining the approval or its
renewal. While we have applied renewal for a few of these
approvals, registrations and permits, we cannot assure you
that we will receive these approvals and registrations in a
timely manner or at all. We cannot assure that the approvals,
licenses, registrations and permits issued to us would not
be suspended or revoked in the event of non-compliance
or alleged non-compliance with any terms or conditions
thereof, or pursuant to any regulatory action. Further, if we
are unable to renew or obtain necessary permits, licenses
and approvals on acceptable terms, in a timely manner or
at all, our business, financial conditions and operations may
be adversely affected.
20. The fund requirements in respect of the use of proceeds
are based on management estimates and our Company
has not commissioned an independent appraisal for the
use of the proceeds of this Issue. Furthermore, while our
Company will appoint a monitoring agency to monitor the
use of the proceeds of this Issue, it has not entered into
any definitive agreements to use the proceeds of this Issue.
Our Company intends to use the proceeds of this Issue
for (a) funding capital expenditure towards plant and
machinery; (b) funding expenditure relating to research
and product development; (c) repayment, in full or part,

of certain long term and short term borrowings availed
by our Company; and (d) general corporate purposes.
The fund requirements for capital expenditure and
research and product development expenses are based on
management estimates and our Company has not placed
orders or obtained quotations for a substantial portion of
the fund requirements, capital expenditure towards plant
and machinery and expenditure relating to research and
development as mentioned in the Objects of the Issue on
page 60 of the Letter of Offer. The actual fund requirements
may be materially different from these management
estimates. As of this date of the Letter of Offer, our Company
has not entered into definitive agreements for utilisation
of proceeds of the Issue for funding capital expenditure
towards plant and machinery and expenditure relating to
research and product development and the requirement of
funds for meeting the objects of this Issue have not been
appraised by any bank or financial institution. Further, our
Company has not identified the general corporate purposes
for which it intends to utilise a portion of the proceeds of the
Issue. For further details, refer to Objects of the Issue on
21. Our future success depends on our ability to satisfy
changing customer demands by offering innovative
products in a timely manner and maintaining such
products competitiveness and quality.
Our competitors may gain significant advantages if they are
able to offer products satisfying customer needs earlier than
we are able to which may materially and adversely impact
our sales and profitability. Unanticipated delays or cost
overruns in implementing new product launches, expansion
plans or capacity enhancements could also materially and
adversely impact our financial condition and results of
operations.
Customer preferences especially in many of the developed
markets appear to be moving in favor of more fuel efficient
and environmental friendly vehicles. Furthermore, in
many countries there has been significant pressure on the
automotive industry to reduce carbon dioxide emissions. In
many markets these preferences are driven by increasingly
stringent government regulations, rising fuel prices and
customers environmental considerations. Our business
and operations may be significantly impacted if we
experience delays in developing products that reflect
changing customer preferences, especially in the premium
automotive category. In addition, deterioration in the
quality of our vehicles could force us to incur substantial
costs and damage our reputation. There can be no assurance
that the market acceptance of our future products will meet
our sales expectations, in which case we may be unable to
realize the intended economic benefits of our investments
and our revenues and profitability may increase materially.
Private and commercial users of transportation increasingly
use modes of transportation other than the automobile,
especially in connection with increasing urbanization.
The reasons for this include the rising costs related to
automotive transport of people and goods, increasing
traffic density in major cities and environmental awareness.
Furthermore, the increased use of car sharing concepts and
other innovative mobility initiatives facilitates access to
other methods of transport, thereby reducing dependency
on the private automobile altogether. A change in consumer
preferences away from private automobiles would have a
8

24. Our business is seasonal in nature and a substantial
decrease in our sales during certain quarters could have a
material adverse impact on our financial performance.
The sales, volumes and prices for our vehicles are influenced
by the cyclicality and seasonality of demand for these
products. The automotive industry has been cyclical in the
past and we expect this cyclicality to continue.
In the Indian market, demand for our vehicles generally
peaks between January and March, although there is a
decrease in demand in February just before release of the
Indian fiscal budget. Demand is usually lean from April
to July and picks up again in the festival season from
September onwards, with a decline in December due to
year-end.
Our Jaguar Land Rover business is impacted by the semiannual registration of vehicles in the United Kingdom
where the vehicle registration number changes every six
months following the registration period as customers
seek to purchase vehicles with fresh registrations, which in
turn impacts the resale value of vehicles. This leads to an
increase in sales during the period when the aforementioned
change occurs. Other markets such as the United States are
influenced by introduction of new model year products
which typically occurs in the autumn of each year. The
automotive market in China tends to reflect higher demand
for vehicles around the Chinese New Year. Demand in the
western European automotive markets tends to be reduced
during the summer and winter holidays. Furthermore, our
cash flows are impacted by temporary shutdowns of three
of our manufacturing plants in the United Kingdom during
the summer and winter holiday seasons. The resulting sales
and cash flow profile is reflected in our results of operations
on a quarterly basis.
25. Impairment of intangible assets may have a material
adverse on our results of operations.
Designing, manufacturing and selling vehicles is capital
intensive and requires substantial investments in intangible
assets like research and development, product design and
engineering technology. Annually, we review the value of
our intangible assets to assess on an annual basis whether
the carrying amount matches the recoverable amount for
the asset concerned based on underlying cash-generating
units. We may have to take an impairment loss as of
current balance sheet date or a future balance sheet date,
if the carrying amount exceeds the recoverable amount,
which could have a material adverse effect on our financial
condition and the results of operations.
Other External risk factors
26. Deterioration in global economic conditions could have
a material adverse impact on our sales and results of
operations.
The automotive industry and the demand for automobiles,
are influenced by general economic conditions, including
among other things, rates of economic growth, availability
of credit, disposable income of consumers, interest rates,
environmental and tax policies, safety regulations, freight
rates and fuel and commodity prices. Negative trends in
any of these factors impacting the regions where we operate
could materially and adversely affect our business, financial
The Indian automotive industry is affected materially by
the general economic conditions in India and around the
world. Muted industrial growth in India in recent years
material adverse effect on our general business activity and

on our sales, financial position and results of operations as
well as prospects.
To stimulate demand, competitors in the automotive
industry have offered customers and dealers price reductions
on vehicles and services, which has led to increased price
pressures and sharpened competition within the industry.
As a provider of numerous high-volume models, our
profitability and cash flows are significantly affected by the
risk of rising competitive and price pressures.
Special sales incentives and increased price pressures in the
new car business also influence price levels in the used car
market, with a negative effect on vehicle resale values. This
may have a negative impact on the profitability of the used
car business in our dealer organization.
22. We are subject to risks associated with product liability,
warranty and recall.
We are subject to risks and costs associated with product
liability, warranties and recalls, relating to defective
products, parts, or related after-sales services, including by
generating negative publicity, which may have a material
adverse effect on our business, financial condition and
results of operations. These events could also require us to
expend considerable resources in correcting these problems
and could significantly reduce demand for our products.
We may also be subject to class actions or other large scale
product liability or other lawsuits in various jurisdictions
where we have a significant presence.
23. Increases in input prices may have a material adverse
effect on our results of operations.

In the nine months ended December 31, 2013 and December
31, 2014, the consumption of raw materials, components
and aggregates and purchase of products for sale
constituted approximately 61.7% and 61.2% respectively,
of our total revenues. Prices of commodity items used in
manufacturing automobiles, including steel, aluminium,
copper, zinc, rubber, platinum, palladium and rhodium
have become increasingly volatile in recent years. Further
price movements would closely depend on the evolving
economic scenarios across the globe. While we continue
to pursue cost reduction initiatives, an increase in price of
input materials could severely impact our profitability to
the extent such increase cannot be absorbed by the market
through price increases and/or could have a negative impact
on the demand.
In addition, an increased price and supply risk could
arise from the supply of rare and frequently sought after
raw materials for which demand is high, especially those
used in vehicle electronics such as rare earths, which are
predominantly found in China. Rare earth metal prices and
supply remain uncertain. In the past, China has limited the
export of rare earths from time to time. If we are unable
to find substitutes for such raw materials or pass price
increases on to customers by raising prices, or to safeguard
the supply of scarce raw materials, our vehicle production,
business and results from operations could be affected. Due
to intense price competition and our high level of fixed
costs, we may not be able to adequately address changes
in commodity prices even if they are foreseeable. Increases
in fuel costs also pose a significant challenge to automobile
manufacturers worldwide, including us, especially in the
commercial and premium vehicle segments where increased
fuel prices have an impact on demand.
9

28. Compliance with new and current laws, rules, regulations
and government policies regarding increased fuel
economy, reduced greenhouse gas and other emissions,
vehicle safety, taxes and pricing policies in the automotive
industry may significantly increase our costs and
materially decrease our net income.
As an automobile company, we are subject to extensive
governmental regulations regarding vehicle emission levels,
noise and safety, and the levels of pollutants generated by
our production facilities. These regulations are likely to
become more stringent and higher compliance costs may
significantly impact our future results of operations. In
particular, the United States and Europe have stringent
regulations relating to vehicle emissions. The proposed
tightening of vehicle emissions regulations by the European
Union will require significant costs for compliance. In
addition, a number of further legislative and regulatory
measures to address greenhouse emissions, including
national laws and the Kyoto Protocol, are in various phases
of discussions and implementation.
In order to comply with current and future safety and
environmental norms, we may have to incur additional
costs to: (i) operate and maintain our production
facilities; (ii) install new emissions controls or reduction
technologies; (iii) purchase or otherwise obtain allowances
to emit greenhouse gases; (iv) administer and manage
our greenhouse gas emissions program, and (v) invest
in research and development to upgrade products and
manufacturing facilities. If we are unable to develop
commercially viable technologies or otherwise unable to
attain compliance within the time frames set by the new
standards, we could face significant civil penalties or be
forced to restrict product offerings drastically. Moreover,
safety and environmental standards may at times impose
conflicting imperatives, which pose engineering challenges
and would, among other things, increase our costs. While
we are pursuing the development and implementation of
various technologies in order to meet the required standards
in the various countries in which we sell our vehicles, the
costs for compliance with these required standards could
be significant to our operations and may materially and
adversely affect our business, financial condition and results
of operations.
Imposition of any additional taxes and levies designed to
limit the use of automobiles could significantly reduce the
demand for our products as well as our sales and net income.
Changes in corporate and other taxation policies as well as
changes in export and other incentives offered by the various
governments could also materially and adversely affect our
financial condition and results of operations. For example,
we benefit from excise duty exemptions for manufacturing
facilities in the State of Uttarakhand and other incentives
such as subsidies or loans from states where we have
manufacturing operations. The Government of India had
proposed a comprehensive GST regime that will combine
taxes and levies by the central and state governments into
one unified rate structure. While both the Government of
India and other state governments of India have publicly
announced that all committed incentives will be protected
following the implementation of the GST, given the limited
availability of information in the public domain concerning
the GST, we are unable to provide any assurance as to this or
any other aspect of the tax regime following implementation
of the GST. The implementation of this rationalized tax
along with continuing high levels of inflation and interest

rates continue to pose risks to overall growth in this
market. The automotive industry in general is cyclical and
economic slowdowns in the recent past have affected the
manufacturing sector, including the automotive and related
industries in India. A continuation of negative economic
trends or further deterioration in key economic metrics
such as the growth rate, interest rates and inflation as well as
reduced availability of financing for vehicles at competitive
rates could materially and adversely affect our automotive
sales in India and results of operations.
In addition, the Indian automotive market and the Indian
economy are influenced by economic and market conditions
in other countries. Although economic conditions are
different in each country, investors reactions to economic
developments in one country can have adverse effects on
the securities of companies and the economy as a whole,
in other countries, including India. A loss of investor
confidence in the financial systems of other emerging
markets may cause volatility in Indian financial markets
and indirectly, in the Indian economy in general. Any
worldwide financial instability could also have a negative
impact on the Indian economy, including the movement of
exchange rates and interest rates in India. In the event the
recovery of global economy is slower than expected, or if
there is any significant financial disruption, this could have
a material adverse effect on our cost of funding, portfolio
of financing loans, business, prospects, financial condition,
results of operations and the trading price of our Securities.
Our Jaguar Land Rover business has significant operations
in the United Kingdom, North America, continental Europe
and China, as well as sales operations in many major
countries across the globe. The global economic downturn
significantly impacted the global automotive markets,
particularly in the United States and Europe, including the
United Kingdom, where our Jaguar Land Rover operations
have significant sales exposure. During Fiscal 2014, the
automotive market in the United Kingdom and Europe
continued to experience challenges. Confidence in financial
markets and general consumer confidence have been
further eroded by recent political tensions in North Africa,
the Middle East and Ukraine, the imposition of economic
sanctions against Russia, a possible exit by Greece from
the Eurozone and concerns of an economic slowdown in
China. Our strategy with respect to our Jaguar Land Rover
operations, which includes new product launches and
expansion in converging markets such as China, India,
Russia and Brazil where we have experienced growth in
recent years, may not be sufficient to mitigate the decrease
in demand for our products in established markets which
may have a significant negative impact on our financial
performance. If automotive demand softens because
of lower or negative economic growth in key markets,
including China and Russia, or other factors, our financial
condition and results of operations could be materially and
adversely affected.
27. Indias obligations under the World Trade Organization
Agreement could materially affect our business.
Indias obligations under its World Trade Organization
agreement could reduce the present level of tariffs on
imports of components and vehicles. Reductions of import
tariffs could result in increased competition, which in turn
could materially and adversely affect our business, financial
10

30. Changing laws, rules and regulations and legal
uncertainties may adversely affect our business and
financial performance.
Our business and operations are governed by various laws
and regulations. Our business and financial performance
could be adversely affected by any change in laws or
interpretations of existing, or the promulgation of new laws,
rules and regulations applicable to us and our business.
There can be no assurance that the relevant governmental
authorities will not implement new regulations or policies
which will require us to obtain additional approvals and
licenses from the government or other regulatory bodies
or impose onerous requirements and conditions on our
operations. Any such changes and the related uncertainties
with respect to the implementation of the new regulations
may have a material adverse effect on our business, financial
conditions and results of operations.
Further, Government of India has announced the union
budget for the Fiscal 2016 and the Finance Bill, 2015 has
been tabled before the Parliament. However, the Finance
Act has not yet been passed by the Parliament. As such,
there is no certainty on the impacts that the Finance Bill,
2015 may have on our business and operations or on the
industry that we are in.
31. The Companies Act, 2013 has effected significant changes
to the existing Indian company law framework, which
may subject us to higher compliance requirements and
increase our compliance costs.
A majority of the provisions and rules under the Companies
Act, 2013 have recently been notified and have come
into effect from the date of their respective notification,
resulting in the corresponding provisions of the Companies
Act, 1956 ceasing to have effect. The Companies Act, 2013
has brought into effect significant changes to the Indian
company law framework, such as in the provisions related to
issue of capital (including provisions in relation to issue of
securities on a private placement basis), disclosures in offer
document, corporate governance norms, accounting policies
and audit matters, related party transactions, introduction
of a provision allowing the initiation of class action suits
in India against companies by shareholders or depositors,
a restriction on investment by an Indian company through
more than two layers of subsidiary investment companies
(subject to certain permitted exceptions), prohibitions on
loans to directors and insider trading and restrictions on
directors and KMPs from engaging in forward dealing. We
are also required to spend, in each financial year, at least
2% of our average net profits during three immediately
preceding financial years towards corporate social
responsibility activities. Further, the Companies Act,
2013 imposes greater monetary and other liability on our
Company and Directors for any non-compliance. To ensure
compliance with the requirements of the Companies Act,
2013, we may need to allocate additional resources, which
may increase our regulatory compliance costs and divert
management attention.
The Companies Act, 2013 introduced certain additional
requirements which do not have corresponding equivalents
under the Companies Act, 1956. Accordingly, we may
face challenges in interpreting and complying with such
provisions due to limited jurisprudence on them. In
the event, our interpretation of such provisions of the
Companies Act, 2013 differs from, or contradicts with,
any judicial pronouncements or clarifications issued by
structure may be affected by any disagreement between

certain state governments, which could create uncertainty.
The timeline of the proposed transition is uncertain as of the
date of the Letter of Offer.
The Direct Tax Code Bill 2010, which was proposed to
replace the existing Income Tax Act, 1961 and other direct
tax laws is unlikely to be introduced as per the Finance
Ministers speech while presenting the Finance Bill 2015.
Regulations in the areas of investments, taxes and levies
may also have an impact on the Securities.

The PRC antitrust regulator, the Bureau of Price Supervision
and Anti-Monopoly of the National Development and
Reform Commission, or the NDRC, has launched an
investigation into the pricing practices of more than 1,000
Chinese and international companies in the automotive
industry, including Jaguar Land Rover and many of its
competitors, in 2014. The NDRC has reportedly imposed
fines on certain of our international competitors as a result
of anti-competitive practices pertaining to vehicle and spare
part prices. In response to this investigation, we set up a
process to review our pricing in China and announced, in
July 2014, reductions in the manufacturers suggested retail
price, or the MSRP, for our 5.0 litre V8 and V8 S, Range
Rover, Range Rover Sport and Jaguar F TYPE convertible
models, effective from August 1, 2014. We also announced
reductions in the price of certain of our spare parts, effective
from September 1, 2014. These and other price reductions
on our products sold in China may significantly reduce
the revenues and profits generated by our operations in
China and have a material adverse effect on our financial
condition and results of operations. Our attempts to offset
the potential decline in revenue and profits by increasing
operational efficiencies and leveraging economies of scale
(for example, through local production in China) may
fail or not be as successful as expected. Furthermore, any
regulatory action taken, or penalties imposed by, the NDRC
or other authorities in China, may have significant severe
reputational consequences on our business as well as our
profitability and prospects.
29. Compliance with new and changing corporate governance
and public disclosure requirements adds uncertainty
to our compliance policies and increases our costs of
compliance.
We are subject to a complex and changing regime of laws,
rules, regulations and standards relating to accounting,
corporate governance and public disclosure, including the
Sarbanes-Oxley Act of 2002 and SEC regulations, SEBI
regulations, New York Stock Exchange, or NYSE, listing
rules and Indian stock market listing regulations. New
or changed laws, rules, regulations and standards may
lack specificity and are subject to varying interpretations.
Their application in practice may evolve over time as new
guidance is provided by regulatory and governing bodies.
This could result in continuing uncertainty regarding
compliance matters and higher costs of compliance as a
result of ongoing revisions to such governance standards.
We are committed to maintaining high standards of
corporate governance and public disclosure. However, our
efforts to comply with evolving laws, rules, regulations and
standards in this regard have resulted in, and are likely to
continue to result in, increased general and administrative
expenses and a diversion of management resources and
time.
11

the Government in the future, we may face regulatory
actions or we may be required to undertake remedial steps.
Additionally, some of the provisions of the Companies Act,
2013 overlap with other existing laws and regulations (such
as the corporate governance norms and insider trading
regulations issued by SEBI). Recently, SEBI issued revised
corporate governance guidelines which became effective
from October 1, 2014. Pursuant to the revised guidelines,
we are required to, amongst other things ensure that there
is at least one woman director on our Board of Directors
at all times, establish a vigilance mechanism for directors
and employees and reconstitute certain committees in
accordance with the revised guidelines. We may face
difficulties in complying with any such overlapping
requirements. Further, we cannot currently determine the
impact of provisions of the Companies Act, 2013 and the
revised SEBI corporate governance norms. Any increase
in our compliance requirements or in our compliance
costs may have an adverse effect on our business, financial
conditions and results of operations.
Further, our Board members, Executive Directors and our
Chief Financial Officer could face an increased risk of
personal liability in connection with the performance of their
duties. As a result, we may face difficulties attracting and
retaining qualified Board members and senior management.
32. We may be affected by competition law in India and any
adverse application or interpretation of the Competition
Act could adversely affect our business.
The Competition Act regulates practices having an AAEC
in the relevant market in India. Under the Competition Act,
any formal or informal arrangement, understanding or action
in concert, which causes or is likely to cause an AAEC is
considered void and results in imposition of substantial
penalties. Further, any agreement among competitors which
directly or indirectly involves determination of purchase or
sale prices, limits or controls production, sharing the market
by way of geographical area or number of subscribers in the
relevant market or which directly or indirectly results in bidrigging or collusive bidding is presumed to have an AAEC
in the relevant market in India and is considered void. The
Competition Act also prohibits abuse of a dominant position
by any enterprise.
On March 4, 2011, the Government issued and brought
into force the combination regulation (merger control)
provisions under the Competition Act with effect from June
1, 2011. These provisions require acquisitions of shares,
voting rights, assets or control or mergers or amalgamations
that cross the prescribed asset and turnover based thresholds
to be mandatorily notified to and pre-approved by the CCI.
Additionally, on May 11, 2011, the CCI issued Competition
Commission of India (Procedure for Transaction of Business
Relating to Combinations) Regulations, 2011 (as amended)
which sets out the mechanism for implementation of the
merger control regime in India.
The Competition Act aims to, among others, prohibit all
agreements and transactions which may have an AAEC in
India. Consequently, all agreements entered into by us could
be within the purview of the Competition Act. Further, the
CCI has extra-territorial powers and can investigate any
agreements, abusive conduct or combination occurring
outside India if such agreement, conduct or combination has
an AAEC in India. However, the impact of the provisions
of the Competition Act on the agreements entered into by
us cannot be predicted with certainty at this stage. The
CCI, has initiated an enquiry against us and other car

manufacturers (collectively referred to hereinafter as the
OEMs) pursuant to an allegation that genuine spare parts
of automobiles manufactured by the OEMs were not made
freely available in the open market in India and accordingly,
anti-competitive practices were carried out by the OEMs.
For further details, refer to Outstanding Litigation and
Defaults on page 143 of the Letter of Offer.
If we are affected, directly or indirectly, by the application
or interpretation of any provision of the Competition Act,
or any enforcement proceedings initiated by the CCI, or any
adverse publicity that may be generated due to scrutiny or
prosecution by the CCI or if any prohibition or substantial
penalties are levied under the Competition Act, it would
adversely affect our business, financial conditions and
33. Compliance with the SECs new rule for disclosures on
conflict minerals may be time consuming and costly as
well as result in reputational damage.
Under the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010, the SEC has adopted a new rule that
applies to companies that use certain minerals and metals,
known as conflict minerals, in their products, including
certain products manufactured for them by third parties.
The new rule requires companies that use conflict minerals
in the production of their products to conduct due diligence
as to whether or not such minerals originate from the
Democratic Republic of Congo and adjoining countries and
requires companies to file certain information with the SEC
about the use of these minerals. The deadline for the first
conflict minerals report was June 2, 2014, and we filed our
first conflict minerals report on May 30, 2014. We expect to
incur additional costs to comply with the new due diligence
and disclosure requirements. In addition, depending on our
findings or our inability to make reliable findings about the
source of any possible conflict minerals that may be used
in any products manufactured for us by third parties, our
reputation could be harmed.
34. Political changes in India could delay and/or affect
the further liberalization of the Indian economy and
materially and adversely affect economic conditions in
India generally and our business in particular.
Our business could be significantly influenced by economic
policies adopted by the Government of India. Since 1991,
successive governments have pursued policies of economic
liberalization and financial sector reforms.

The Government of India has at various times announced its
general intention to continue Indias current economic and
financial liberalization and deregulation policies. However,
protests against such policies, which have occurred in the
past, could slow the pace of liberalization and deregulation.
The rate of economic liberalization could change, and
specific laws and policies affecting foreign investment,
currency exchange rates and other matters affecting
investment in India could change as well. While we expect
any new government to continue the liberalization of
Indias economic and financial sectors and deregulation
policies, there can be no assurance that such policies will be
continued.
The Government of India has traditionally exercised and
continues to exercise influence over many aspects of the
economy. Our business and the market price and liquidity
of the Securities may be affected by interest rates, changes
in policy, taxation, social and civil unrest and other political,
economic or other developments in or affecting India.
12

A change in the Government of Indias economic
liberalization and deregulation policies could disrupt
business and economic conditions in India generally, and
specifically those of our Company, as a substantial portion
of our assets are located in India, and could have a material
adverse effect on our financial condition and results of
operations.
35. Terrorist attacks, civil disturbances, regional conflicts and
other acts of violence, particularly in India, may disrupt
or otherwise adversely affect the markets in which we
operate, our business and our profitability.
India has from time to time experienced social and civil
unrest and hostilities, including terrorist attacks and riots
and armed conflict with neighboring countries. Events of
this nature in the future could influence the Indian economy
and could have a material adverse effect on our business
as well as the market for securities of Indian companies,
including the Securities.
In addition, any deterioration in international relations,
especially between India and its neighbouring countries,
may result in investor concern regarding regional stability
which could adversely affect the price of the Securities.
Further, India has witnessed local civil disturbances in
recent years and it is possible that future civil unrest as
well as other adverse social, economic or political events
in India could have an adverse impact on our business.
Such incidents could also create a greater perception that
investment in Indian companies involves a higher degree
of risk and could have an adverse impact on our business,
results of operations and financial condition, and the market
price of the Securities.
36. We may be materially and adversely impacted by political
instability, wars, terrorism, multinational conflicts,
natural disasters, fuel shortages/prices, epidemics and
labor strikes.
Our products are exported to a number of geographical
markets and we plan to further expand our international
operations in the future. Consequently, we are subject
to various risks associated with conducting our business
outside our domestic markets and our operations may
be subject to political instability in those markets, wars,
terrorism, regional or multinational conflicts, natural
disasters, fuel shortages, epidemics and labor strikes. In
addition, conducting business internationally, especially
in emerging markets, exposes us to additional risks,
including adverse changes in economic and government
policies, unpredictable shifts in regulation, inconsistent
application of existing laws, rules and regulations, unclear
regulatory and taxation systems and divergent commercial
and employment practices and procedures. Any significant
or prolonged disruption or delay in our operations related
to these risks could materially and adversely affect our
business, financial condition and results of operations.
37. Rights of shareholders under Indian law may be more
limited than under the laws of other jurisdictions.
The Articles of Association of our Company, which
include regulations applicable to our Board, and Indian
law, govern our corporate affairs. Legal principles relating
to these matters and the validity of corporate procedures,
directors fiduciary duties and liabilities, and shareholders
rights may differ from those that would apply to a company
incorporated in another jurisdiction. Shareholders rights
under Indian law may not be as extensive as shareholders
rights under the laws of other countries or jurisdictions,
including the United States. You may also have more

difficulty in asserting your rights as a shareholder of our
Company than you would as a shareholder of a corporation
organized in another jurisdiction.
38. Investors may have difficulty enforcing judgments against
us or our management.
We are a limited liability company incorporated under the
laws of India. The majority of our directors and executive
officers are residents of India and a substantial portion of
our assets and the assets of these directors and executive
officers are located in India. As a result, investors may find
it difficult to (i) effect service of process upon us or these
directors and executive officers in jurisdictions outside of
India, (ii) enforce court judgments obtained outside of India,
including those based upon the civil liability provisions
of the U.S. federal securities laws, against us or these
directors and executive officers, (iii) enforce, in an Indian
court, court judgments obtained outside of India, including
those based upon the civil liability provisions of the U.S.
federal securities laws, against us or these directors and
executive officers, and (iv) obtain expeditious adjudication
of an original action in an Indian court to enforce liabilities,
including those based upon the civil liability provisions of
the U.S. federal securities laws, against us or these directors
and executive officers.
India is not a party to any international treaty in relation
to the recognition or enforcement of foreign judgments.
Recognition and enforcement of foreign judgments is
provided under Section 13 of the Code of Civil Procedure,
or the Civil Procedure Code.
Section 13 and Section 44A of the Civil Procedure Code
provide that a foreign judgment shall be conclusive as to
any matter thereby directly adjudicated upon except (i)
where it has not been pronounced by a court of competent
jurisdiction, (ii) where it has not been given on the merits of
the case, (iii) where it appears on the face of the proceedings
to be founded on an incorrect view of international law or a
refusal to recognize the law of India in cases where Indian
law is applicable, (iv) where the proceedings in which the
judgment was obtained were opposed to natural justice, (v)
where it has been obtained by fraud or (vi) where it sustains
a claim founded on a breach of any law in force in India.

Section 44A of the Civil Procedure Code provides that where
a foreign judgment has been rendered by a superior court in
any country or territory outside India which the Government
has by notification declared to be a reciprocating territory,
it may be enforced in India by proceedings in execution as
if the judgment had been rendered by the relevant court in
India. However, Section 44A of the Civil Procedure Code is
applicable only to monetary decrees not being in the nature
of any amounts payable in respect of taxes or other charges
of a like nature or in respect of a fine or other penalty.
The United States has not been declared by the Government
of India to be a reciprocating territory for the purpose of
Section 44A of the Civil Procedure Code. Accordingly, a
judgment of a court in the United States may be enforced
only by a suit upon the judgment and not by proceedings in
execution. The suit must be brought in India within three
years from the date of the judgment in the same manner
as any other suit filed to enforce a civil liability in India.
It is unlikely that a court in India would award damages
on the same basis as a foreign court if an action is brought
in India. Furthermore, it is unlikely that an Indian court
would enforce foreign judgments if it viewed the amount of
13

41. Companies in India (based on notified thresholds),
including our Company, will be required to prepare
financial statements under Ind-AS (which is Indias
convergence to IFRS). The transition to Ind-AS in India
is very recent and there is no clarity on the impact of such
transition on our Company.
Our Company currently prepares its annual and interim
financial statements under Indian GAAP. Companies in
India, including our Company, will be required to prepare
annual and interim financial statements under Indian
Accounting Standard 101 First-time Adoption of Indian
Accounting Standards (the Ind-AS). On January 2,
2015, the Ministry of Corporate Affairs, Government of
India (the MCA) announced the revised roadmap for
the implementation of Ind-AS (on a voluntary as well
as mandatory basis) for companies other than banking
companies, insurance companies and non-banking finance
companies through a press release (the Press Release).
Further, on February 16, 2015, the MCA has released the
Companies (Indian Accounting Standards) Rules, 2015 (to
be published in the Gazette of India) which will come into
effect from April 1, 2015.
Ind-AS will be required to be implemented on a mandatory
basis by companies based on their respective net worth as
set out below:
damages awarded as excessive or inconsistent with public

policy. A party seeking to enforce a foreign judgment in
India is required to obtain approval from RBI, the central
bank of India, to execute such a judgment or to repatriate
outside India any amount recovered.
39. Intensifying competition could materially and adversely
affect our sales, financial conditions and results of
operations.
The global automotive industry is highly competitive
and competition is likely to further intensify in light of
continuing globalization and consolidation in the worldwide
automotive industry. Competition is especially likely to
increase in the premium automotive categories as each
market participant intensifies its efforts to retain its position
in established markets while also expanding in emerging
markets, such as China, India, Russia, Brazil and parts of
Asia. The factors affecting competition include product
quality and features, innovation and time to introduce
new products, ability to control costs, pricing, reliability,
safety, fuel economy, environmental impact and perception
thereof, customer service and financing terms. There can be
no assurance that we will be able to compete successfully in
the global automotive industry in the future.
We also face strong competition in the Indian market from
domestic as well as foreign automobile manufacturers.
Improving infrastructure and robust growth prospects
compared to other mature markets have attracted a number
of international companies to India either through joint
ventures with local partners or through independently
owned operations in India. International competitors bring
with them decades of international experience, global scale,
advanced technology and significant financial resources.
Consequently, domestic competition is likely to further
intensify in the future. There can be no assurance that we
will be able to implement our future strategies in a way
that will mitigate the effects of increased competition in the
Indian automotive industry.
Designing, manufacturing and selling vehicles is
capital intensive and requires substantial investments in
manufacturing, machinery, research and development,
product design, engineering, technology and marketing in
order to meet both consumer preferences and regulatory
requirements. If our competitors consolidate or enter into
other strategic agreements such as alliances, they may be
able to take better advantage of economies of scale. We
believe that competitors may be able to benefit from the
cost savings offered by consolidation or alliances, which
could adversely affect our competitiveness with respect to
those competitors. Competitors could use consolidation or
alliances as a means of enhancing their competitiveness
(including through the acquisition of technology), which
could also materially reduce our sales as well as materially
and adversely affect our business, financial condition and
results in operations.
40. Any downgrading of Indias debt rating by a domestic or
international rating agency could negatively impact our
business.
Any adverse revisions to Indias credit ratings for domestic
and international debt by domestic or international rating
agencies may adversely impact our ability to raise additional
financing, and the interest rates and other commercial
terms at which such additional financing is available. This
could have an adverse effect on our financial results and
business prospects, ability to obtain financing for capital
expenditures and the price of the Securities.
Sr.
No.
14
Category of companies
First period of
reporting
1
Companies
whose Fiscal
Year
securities are either listed commencing on or
or proposed to list, on any after April 1, 2016
stock exchange in India or
outside India and having a
net worth of ` 500 crore or
more
2
Companies other than those Fiscal
Year
covered in (1) above and commencing on or
having a net worth of ` 500 after April 1, 2016
crore or more
3
Companies
whose Fiscal
Year
securities are either listed commencing on or
or proposed to list, on any after April 1, 2017
stock exchange in India or
outside India and having a
net worth of less than ` 500
crore
4
Unlisted companies having Fiscal
Year
a net worth of ` 250 crore commencing on or
or more but less than ` 500 after April 1, 2017
crore
In addition, any holding, subsidiary, joint venture or
associate companies of the companies specified above shall
also comply with such requirements from the respective
periods specified above.
There is not yet a significant body of established practice
on which to draw informing judgments regarding its
implementation and application. Additionally, Ind-AS
differs in certain respects from IFRS and therefore financial
statements prepared under Ind-AS may be substantially
different from financial statements prepared under IFRS.
There can be no assurance that our Companys financial
condition, results of operation, cash flow or changes in
shareholders equity will not be presented differently
under Ind-AS than under Indian GAAP or IFRS. When

our Company adopts Ind-AS reporting, it may encounter
difficulties in the ongoing process of implementing and
enhancing its management information systems. There
can be no assurance that the adoption of Ind-AS by our
Company will not adversely affect its financial conditions
or results of operation.
42. The Securities may experience price and volume
fluctuations or an active trading market for the Securities
may not develop.
The price of the Securities may fluctuate after this Issue
as a result of several factors, including volatility in the
Indian and global securities markets, the results of our
operations, the performance of our competitors, adverse
media reports on us, changes in the estimates of our
performance or recommendations by financial analysts,
significant developments in Indias economic liberalisation
and deregulation policies, and significant developments
in Indias fiscal regulations. Further, the price at which
the Securities are initially traded may not correspond to
the prices at which the Securities will trade in the market
subsequently.
43. The market value of your investment may fluctuate due to
the volatility of the Indian securities market.
The Indian stock exchanges have, in the past, experienced
substantial fluctuations in the prices of their listed
securities. The Indian stock exchanges, including BSE,
have experienced problems that, if they continue or recur,
could affect the market price and liquidity of the securities
of Indian companies, including the Securities. These
problems have included temporary exchange closures,
broker defaults, settlement delays and strikes by brokers.
In addition, the governing bodies of the Indian stock
exchanges have from time to time imposed restrictions on
trading in certain securities, limitations on price movements
and margin requirements. Furthermore, from time to time
disputes have occurred between listed companies and stock
exchanges and other regulatory bodies, which in some cases
may have had a negative effect on market sentiment.
44. There are restrictions on daily movements in the price
of the Securities, which may adversely affect a securityholders ability to sell, or the price at which a securityholder can sell, Securities at a particular point in time.
The Securities will be subject to a daily circuit breaker
imposed on listed companies by all stock exchanges in India
which does not allow transactions beyond certain volatility
in the price of the Securities. This circuit breaker operates
independent of the index-based market-wide circuit breakers
generally imposed by SEBI on Indian stock exchanges. The
percentage limit on our Companys circuit breaker is set
by the stock exchanges based on the historical volatility in
the price and trading volume of the Securities. The stock
exchanges are not required to inform our Company of the
percentage limit of the circuit breaker from time to time,
and may change it without our Companys knowledge.
This circuit breaker would effectively limit the upward and
downward movements in the price of the Securities. As a
result of this circuit breaker, we cannot make any assurance
regarding the ability of the shareholders of our Company to
sell the Securities or the price at which such shareholders
may be able to sell their Securities.
45. Economic developments and volatility in securities
markets in other countries may cause the price of the
Securities to decline.
The Indian economy and its securities markets are
influenced by economic developments and volatility in

securities markets in other countries. Investors reactions
to developments in one country may have adverse effects
on the market price of securities of companies located in
other countries, including India. Any worldwide financial
instability could also have a negative impact on the Indian
economy, including the movement of exchange rates and
interest rates in India. Negative economic developments,
such as rising fiscal or trade deficits, or a default on
sovereign debt, in other emerging market countries may
affect investor confidence and cause increased volatility in
Indian securities markets and indirectly affect the Indian
economy in general and may cause the price of the securities
to decline.
46. Exchange rate and interest rate fluctuations could
materially and adversely affect our financial condition
Our operations are subject to risks arising from fluctuations
in exchange rates in countries in which we operate. We
import capital equipment, raw materials and components
from, manufacture vehicles in, and sell vehicles into,
various countries, and therefore our revenues and costs have
significant exposure to the relative movements of the GBP,
the US$, the Euro, the Chinese Renminbi, the Japanese yen
and the Indian rupee. In particular, the Indian rupee has
declined significantly relative to the U.S. dollar in recent
years. As of August 28, 2013, the value of the Indian Rupee
against the US dollar was ` 68.80 = US$1.00, following
a depreciation of approximately 28.2%, as compared to `
53.65 = US $1.00 on May 1, 2013, based on the exchange
rate for Indian Rupees in the City of New York for cable
transfers payable in foreign currencies as certified by the
Federal Reserve Bank of New York for customs purposes.
The exchange rate between Indian rupees and U.S$ was
` 62.7825 = US$1.00 based on the opening spot rate as
published by Bloomberg at 7:20 a.m., New York City time,
on March 27, 2015.
Moreover, we have outstanding foreign currency
denominated debt and are sensitive to fluctuations in foreign
currency exchange rates. We have experienced and expect
to continue to experience foreign exchange losses and gains
on obligations denominated in foreign currencies in respect
of our borrowings and foreign currency assets and liabilities
due to currency fluctuations.
We also have interest-bearing assets (including cash
balances) and interest bearing liabilities, which bear interest
at variable rates and are therefore exposed to changes in
interest rates in the various markets in which we borrow.
Although we manage our interest and foreign exchange
exposure through use of financial hedging instruments such
as forward contracts, swap agreements and option contracts,
higher interest rates and a weakening of the Indian Rupee
against major foreign currencies significantly increase our
cost of borrowing, which could have a material adverse
effect on our financial condition, results of operations and
liquidity.
47. Any future issuance of the Securities may dilute your
future shareholding and sales of the Securities by the
Promoter or other major shareholders of our Company
may adversely affect the trading price of the Securities.
Any future equity issuances by our Company may lead
to dilution of your future shareholding in our Company.
Any future equity issuances by our Company or sales of
the Securities by the Promoter or other major shareholders
15

of our Company may adversely affect the trading price of the Securities. In addition, any perception by investors that such
issuances or sales might occur could also affect the trading price of the Securities.
Except as otherwise stated in the Letter of Offer, there is no restriction on our Companys ability to issue the Securities or the
relevant shareholders ability to dispose of their Securities, and there can be no assurance that our Company will not issue Securities
or that any such shareholder (including Promoter and Promoter Group) will not dispose of, encumber, or pledge its Securities.
48. You may be subject to Indian taxes arising out of capital gains on the sale of the Securities.
Capital gains arising from the sale of the Securities are generally taxable in India. Any gain realised on the sale of the Securities
on a stock exchange held for more than 12 months will not be subject to capital gains tax in India if the securities transaction tax
has been paid on the transaction. The securities transaction tax will be levied on and collected by an Indian stock exchange on
which the Securities are sold. Any gain realised on the sale of the Securities held for more than 12 months to an Indian resident,
which are sold other than on a recognised stock exchange and as a result of which no securities transaction tax has been paid,
will be subject to capital gains tax in India. Further, any gain realised on the sale of the Securities held for a period of 12 months
or less will be subject to capital gains tax in India.
49. We cannot guarantee that the Securities issued in the Issue will be listed on the Stock Exchanges in a timely manner.
In accordance with Indian law and practice, after the Board of Directors passes the resolution to allot the Securities but prior
to crediting such Securities into the Depository Participant accounts of the investors, we are required to apply to the Stock
Exchanges for final listing approval. After receiving the final listing approval from the Stock Exchanges, we will credit the
Securities into the Depository Participant accounts of the respective investors and apply for the final trading approval from the
Stock Exchanges. There could be a delay in obtaining these approvals from the Stock Exchanges, which in turn could delay the
listing of the Securities on the Stock Exchanges. Any delay in obtaining these approvals would restrict your ability to dispose
of your Securities.
Risk relating to this Abridged Letter of Offer
This Abridged Letter of Offer may not contain all the information that is contained in the Letter of Offer.
This Abridged Letter of Offer is being distributed in terms of the Regulation 58(4) of the SEBI Regulations and contains disclosures
in terms of the Regulation 58(2) of the SEBI Regulations. Accordingly, this Abridged Letter of Offer may not contain all the
information contained in the Letter of Offer. Further in terms of the Regulation 58(2) read with Part F of Schedule VIII of the
SEBI Regulations (Part F), this Abridged Letter of Offer contains disclosures as specified in Part D of Schedule VIII of the SEBI
Regulations (Part D) and, in accordance with paragraph (2) of Part F, the order in which the sections appear in this Abridged
Letter of Offer corresponds to the order in which such sections appear in the Letter of Offer and not in the order required by Part D.
PROMINENT NOTES
1. Simultaneous but unlinked issue of up to 15,06,44,759 Ordinary Shares for cash at a price of ` 450 (including a premium of `
448 per Ordinary Share) on a rights basis to Eligible Ordinary Shareholders in the ratio of six Ordinary Shares for every 109
fully paid-up Ordinary Share held on the Book Closure Date and up to 2,65,30,290 A Ordinary Shares for cash at a price of
` 271 (including a premium of ` 269 per A Ordinary Share) to the Eligible A Ordinary Shareholders in the ratio of six A
Ordinary Shares for every 109 fully paid-up A Ordinary Share held on the Book Closure Date. Total proceeds from the Issue
of Securities would aggregate up to ` 7,498 crore.
2. As on March 31, 2014, the net worth of our Company on a standalone basis was ` 19,176.65 crore and on a consolidated basis
was ` 65,603.45 crore and net worthas on December 31, 2014 was ` 15,789.30 crore on a standalone basis and ` 68,822.65
crore on a consolidated basis.
3. For details of our transactions with related parties during the year ended March 31, 2014, the nature of transactions and the
cumulative value of transactions, see Related Party Disclosures for the year ended March 31, 2014 and Related Party
Disclosures on pages A-63 and A-96 respectively of the Letter of Offer.
4. There has been no financing arrangement whereby the Promoter Group, the directors of the Promoter, the Directors and their
relatives have financed the purchase by any other person of securities of our Company other than in the normal course of
business of the financing entity during the period of six months immediately preceding the date of filing of the Letter of Offer
with the Designated Stock Exchange.
16

THE ISSUE
The following is a summary of the Issue. This summary should be read in conjunction with, and is qualified in its entirety by, more
detailed information in Terms of the Issue on page 157 of the Letter of Offer.
Securities being offered
Company
Rights Entitlement
by
Ordinary Shares
our Up to 15,06,44,759 Ordinary Shares
Book Closure Date

Face Value
Issue Price
Voting Rights
In case of show of hands
In case of Poll
Dividend
Issue Size
Securities outstanding prior to the Issue
Securities outstanding after the Issue
(assuming full subscription for and
Allotment of the Rights Entitlement)
Security Codes
A Ordinary Shares
Up to 2,65,30,290 A Ordinary Shares
Six Ordinary Shares for every 109 fully

paid-up Ordinary Shares held on the Book
Closure Date
April 8, 2015
` 2 each
` 450 per Ordinary Share
Six A Ordinary Shares for every 109

fully paid-up A Ordinary Shares held on
the Book Closure Date
April 8, 2015
` 2 each
` 271 per A Ordinary Share
1 vote per member

One vote per Ordinary Share
Normal dividend as may be recommended
by Board and declared by shareholders of
our Company
1 vote per member

One vote per 10 A Ordinary Shares
In addition to normal dividend as may be
recommended and declared for Ordinary
Shares, the A Ordinary Shares shall be
entitled to an additional 5% dividend.
Further if no dividend is recommended
for Ordinary Shares, A Ordinary Shares
would also not receive any dividend.
Up to ` 718.97 crore
48,19,66,945 A Ordinary Shares
Up to ` 6,779.01 crore
2,73,67,13,122 Ordinary Shares
Up to 2,88,73,57,881 Ordinary Shares(1)(2)
ISIN: INE155A01022
ISIN: IN9155A01020
BSE: 500570
BSE: 570001
NSE: TATAMOTORS
NSE: TATAMTRDVR
Terms of the Issue
For more information, see Terms of the Issue on page 157 of the Letter of Offer.
Use of Issue Proceeds
For further information, see Objects of the Issue on page 60 of the Letter of Offer.
(1) The call money in respect of 13,746 ordinary shares of our Company of face value ` 10 each is currently outstanding. For
further details, see Capital Structure on page 51 of the Letter of Offer.
(2) The entitlements to 4,84,470 Ordinary Shares and 2,39,570 A Ordinary Shares are subject matters of various suits filed in the
courts / forums by third party for which final order is awaited and hence kept in abeyance.
(3) The Securities have not been and will not be registered under the Securities Act, and may not be offered or sold within the
United States or to US persons except in transactions not requiring registration thereunder. Any CAFs bearing an address in
the United States will not be accepted.
Our Company has filed a registration statement and a prospectus supplement with the SEC to register the ADSs to be issued on
a rights basis to the existing holders of the ADSs (ADS Holders) as on the ADS Record Date by the ADS Depositary on the
basis of its Rights Entitlement for Ordinary Shares in the Issue.
Terms of Payment
Due Date
Ordinary Shares
A Ordinary Shares
On the Issue application (i.e. alongwith ` 450, which constitutes 100% of the Issue ` 271, which constitutes 100% of the Issue
the CAF)
Price payable
Price payable
17

SUMMARY FINANCIAL INFORMATION

The following tables set forth the summary financial information derived from IGAAP Financials. Our summary financial
information presented below, is in ` / ` crore and should be read in conjunction with the financial statements and the notes
(including the significant accounting principles) thereto included in Financial Statements beginning on page 92 of the Letter
of Offer.
Standalone Condensed Balance Sheet
(` in crore)
I.
EQUITY AND LIABILITIES

1. SHAREHOLDERS FUNDS
(a) Share capital
(b) Reserves and surplus
2.
3.
II.
As at December 31,
2014
2013
NON-CURRENT LIABILITIES
(a) Long-term borrowings
(b) Deferred tax liabilities (net)
(c) Other long-term liabilities
(d) Long-term provisions
CURRENT LIABILITIES
(a) Short-term borrowings
(b) Trade payables
(c) Other current liabilities
(d) Short-term provisions
TOTAL
ASSETS
1. NON-CURRENT ASSETS
(a) Fixed assets
(i)
Tangible assets
(ii) Intangible assets
(iii) Capital work-in-progress
(iv) Intangible assets under development
(b)
(c)
(d)
2.
Non-current investments
Long-term loans and advances
Other non-current assets
CURRENT ASSETS
(a) Current investments
(b) Inventories
(c) Trade receivables
(d) Cash and bank balances
(e) Short-term loans and advances
(f) Other current assets
TOTAL
18
As at March 31,
2014
2013
643.78
15,145.52
15,789.30
643.78
19,970.72
20,614.50
643.78
18,532.87
19,176.65
638.07
18,496.77
19,134.84
13,317.26
1,125.90
1,884.62
16,327.78
9,523.01
1,203.52
1,181.06
746.45
12,654.04
9,746.45
43.11
1,155.48
815.20
11,760.24
8,051.78
1,963.91
1,238.44
691.19
11,945.32
6,910.85
8,478.82
3,108.07
1,253.62
19,751.36
51,868.44
7,902.08
7,492.99
4,483.87
976.31
20,855.25
54,123.79
4,769.08
9,672.36
2,463.18
1,892.91
18,797.53
49,734.42
6,216.91
8,455.02
4,923.10
1,509.58
21,104.61
52,184.77
12,289.29
3,732.88
1,304.30
4,570.28
21,896.75
16,962.70
2,407.76
160.89
41,428.10
12,216.59
3,218.11
1,628.82
4,189.75
21,253.27
18,239.27
3,391.84
122.28
43,006.66
12,133.50
3,107.07
1,716.85
4,638.22
21,595.64
18,357.57
2,918.30
123.85
42,995.36
12,287.71
3,168.03
1,507.84
3,244.96
20,208.54
18,171.71
3,575.24
94.32
42,049.81
622.87
4,830.96
1,523.99
1,773.89
1,570.13
118.50
10,440.34
51,868.44
2,658.13
4,302.43
1,639.95
798.88
1,598.61
119.13
11,117.13
54,123.79
100.85
3,862.53
1,216.70
226.15
1,223.77
109.06
6,739.06
49,734.42
1,762.68
4,455.03
1,818.04
462.86
1,532.09
104.26
10,134.96
52,184.77

Standalone Condensed Statement of Profit and Loss
I.
REVENUE FROM OPERATIONS

Less: Excise duty
II.
III.
IV.
OTHER INCOME
TOTAL REVENUE (I + II)
EXPENSES :
(a) Cost of materials consumed
(b) Purchases of products for sale
(c) Changes in inventories of finished goods, work-inprogress and products for sale
(d) Employee cost / benefits expense
(e) Finance costs
(f) Depreciation and amortisation expense
(g) Product development expense / Engineering expense
(h) Other expenses
(i) Expenditure transferred to capital and other accounts
TOTAL EXPENSES
V.
PROFIT / (LOSS) BEFORE EXCEPTIONAL ITEMS,
EXTRA ORDINARY ITEMS AND TAX (III - IV)
VI.
EXCEPTIONAL ITEMS
(a) Exchange loss (net) including on revaluation
(b) Provision for loan given and costs associated with
closure of operations of a subsidiary
(c) Diminution in the value of investments in a subsidiary
(d) Employee separation cost
(e) Profit on sale of a division
VII. PROFIT / (LOSS) BEFORE EXTRA ORDINARY
ITEMS AND TAX (V - VI)
VIII. Extraordinary items
IX.
PROFIT / (LOSS) BEFORE TAX FROM
CONTINUING OPERATIONS (VII - VIII)
X.
Tax expense / (credit) (net)
XI.
PROFIT / (LOSS) AFTER TAX FROM CONTINUING
OPERATIONS (IX - X)
XII. EARNINGS PER SHARE
A. Ordinary shares (face value of ` 2 each)
a. Basic
b. Diluted
B.
A Ordinary shares (face value of ` 2 each)

a. Basic
b. Diluted
19
(` in crore)
Nine months Ended

December 31,
2014
2013
27,611.75
28,403.26
(2,101.29)
(2,660.64)
25,510.46
25,742.62
1,798.34
3,684.79
27,308.80
29,427.41
Year Ended
March 31,
2014
2013
37,758.00
49,319.73
(3,469.89)
(4,554.01)
34,288.11
44,765.72
3,833.03
2,088.20
38,121.14
46,853.92
15,925.82
4,112.50
(701.65)
15,474.67
3,647.52
34.61
20,492.87
5,049.82
371.72
27,244.28
5,864.45
(143.60)
2,255.26
1,103.03
1,779.89
297.18
5,899.49
(843.89)
29,827.63
(2,518.83)
2,164.68
1,014.96
1,531.01
318.81
5,150.21
(775.31)
28,561.16
866.25
2,877.69
1,337.52
2,070.30
428.74
6,987.53
(1,009.11)
38,607.08
(485.94)
2,837.00
1,387.76
1,817.62
425.76
7,783.32
(953.80)
46,262.79
591.13
299.34
-
246.09
202.00
273.06
202.00
263.12
245.00
0.13
(2,818.30)
27.03
391.13
17.52
47.28
(1,025.80)
(9.67)
(82.25)
174.93
(2,818.30)
391.13
(1,025.80)
174.93
756.40
(3,574.70)
(760.00)
1,151.13
(1,360.32)
334.52
(126.88)
301.81
(11.11)
(11.11)
3.57
3.57
1.03
1.03
0.93
0.93
(11.11)
(11.11)
3.67
3.67
1.13
1.13
1.03
1.03

Standalone Condensed Cash Flow Statement
A.
Cash flows from operating activities

Profit / (Loss) after tax
Adjustments for:
Depreciation / amortisation
Lease equalisation adjusted in income
(Profit) / Loss on sale of assets (net) (including assets scrapped /
written off)
Profit on sale of investments (net)
Sale of occupancy rights
Profit on sale of a division
Provision for loan given and cost associated with closure of
operations of a subsidiary
Provision for loans and inter-corporate deposits (net)
Provision / (reversal) for diminution in value of investments
Tax (credit) / expense (net)
Interest / dividend (net)
Exchange differences (net)
Operating profit / (loss) before working capital changes
Adjustments for:
Inventories
Trade receivables
Finance receivables
Other current and non-current assets
Trade payables and acceptances
Other current and non-current liabilities
Provisions
B.
Cash (used in) / generated from operations

Income taxes credit / (paid) (net)
Net cash (used in) / generated from operating activities
Cash flows from investing activities
Payments for fixed assets
Proceeds from sale of fixed assets
Proceeds from sale of a division
Investments in Mutual Fund (purchased) / sold (net)
Investments in subsidiary companies
Advance towards investments in subsidiary companies
Investments in associate companies
Investments in joint venture
Investments - others
20
(` in crore)
Nine months Ended

December 31,
2014
2013
Year Ended
March 31,
2014
2013
(3,574.70)
1,151.13
334.52
301.81
1,779.89
(2.24)
310.49
1,531.01
(3.39)
6.34
2,070.30
(4.52)
20.29
1,817.62
(4.52)
2.96
(47.91)
(36.60)
-
(1,980.63)
202.00
(2,052.33)
202.00
(43.91)
(82.25)
245.00
756.40
(647.40)
269.17
2,381.80
(1,192.90)
27.03
(760.00)
(689.20)
251.87
(1,414.97)
(263.84)
17.52
(1,360.32)
(443.18)
276.90
(1,273.34)
(938.82)
5.29
(9.67)
(126.88)
(656.52)
199.39
1,346.51
1,648.32
(968.43)
(307.29)
1.14
(411.49)
(1,231.10)
(204.40)
1,198.38
(1,923.19)
(3,116.09)
(25.43)
(3,141.52)
152.60
178.09
13.70
22.46
(1,093.29)
(143.32)
220.48
(649.28)
(913.12)
(41.42)
(954.54)
592.50
601.34
15.00
141.37
1,212.83
249.25
646.05
3,458.34
2,519.52
(56.06)
2,463.46
129.42
890.28
64.76
(138.30)
(249.93)
(381.50)
188.06
502.79
2,151.11
107.33
2,258.44
(2,132.64)
9.76
(568.24)
(81.85)
(36.49)
(159.00)
-
(1,956.43)
1.70
(1,832.89)
(243.28)
(206.73)
(325.00)
-
(3,105.42)
11.37
445.63
(443.18)
(135.15)
(325.00)
-
(2,605.39)
16.95
110.00
(315.51)
(186.12)
(16.82)
(0.01)
(0.84)

Loans to associates and subsidiaries
Refunds received against loans to associates and subsidiaries
Decrease in investments in retained interests in securitisation
transactions
Sale / redemption of investments in subsidiary companies
Redemption of Investments in associate companies
Redemption of investments - others
Fixed deposits with financial institution made
Fixed deposits with Financial Institution realised
Deposits of margin money / cash collateral
Realisation of margin money / cash collateral
Fixed / restricted deposits with scheduled banks made
Fixed / restricted deposits with scheduled banks realised
Sale of occupancy rights
Interest received
Dividend received
(Increase) / decrease in short term Inter corporate deposit
Net cash (used in) / generated from investing activities
C. Cash flows from financing activities
Expenses on Foreign Currency Convertible Notes (FCCN) /
Convertible Alternative Reference Securities (CARS) conversion
Brokerage and other expenses on Non-Convertible Debentures
(NCD)
Premium on redemption of FCCN / CARS (including tax)
Premium paid on redemption of NCD
Proceeds from issue of shares held in abeyance
Proceeds from long-term borrowings
Repayment of long-term borrowings
Proceeds from short-term borrowings
Repayment of short-term borrowings
Net change in other short-term borrowings (with maturity up to
three months)
Repayment of fixed deposits
Dividend paid (including dividend distribution tax)
Interest paid *
Net cash from / (used in) financing activities
Net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents as at April 01, (opening balance)
Exchange fluctuation on foreign currency bank balances
Cash and cash equivalents as at December 31 / March 31
(Closing balance)
* Includes discounting charges paid
Non-cash transactions :
FCCN / CARS converted to Ordinary shares
21
(22.91)
290.66
-
(146.28)
297.83
-
(194.36)
0.63
1,803.90
(200.00)
0.08
(625.19)
124.92
7.32
42.41
1,682.59
5.00
(127.43)
3,608.48
(200.00)
(530.14)
230.15
124.71
1,583.75
522.07
3,978.48
(200.00)
200.00
(530.15)
760.40
181.70
1,602.68
(40.00)
2,552.91
1,378.95
21.00
10.75
(1.38)
91.25
(205.85)
780.00
404.07
1,660.65
43.53
991.50
(0.35)
(0.35)
(0.23)
(32.52)
(66.11)
(87.54)
(93.02)
7,479.33
(3,244.80)
4,715.58
(4,641.22)
1,998.23
0.09
1,629.38
(330.63)
6,795.55
(5,392.48)
121.33
(886.95)
(658.05)
(96.55)
0.09
0.16
2,310.59
2,562.84
(2,232.38) (3,377.47)
8,548.00
11,873.79
(8,679.86) (10,177.80)
(1,473.41)
1,287.75
(7.15)
(648.63)
(1,291.07)
4,327.75
1,058.80
198.68
(11.24)
1,246.24
(359.45)
(648.56)
(1,287.74)
461.03
28.56
205.57
7.26
241.39
(362.19)
(648.81)
(1,749.90)
(5,033.81)
(17.44)
205.57
10.55
198.68
(1,868.38)
(1,460.41)
(1,809.42)
(4,045.69)
(795.75)
919.64
81.68
205.57
320.63
248.77
373.78
345.06
413.34
413.34
232.83

Consolidated Balance Sheet
I.
EQUITY AND LIABILITIES

1. SHAREHOLDERS FUNDS
(a) Share capital
(b) Reserves and surplus
2. MINORITY INTEREST
3. NON-CURRENT LIABILITIES
(a) Long-term borrowings
(b) Deferred tax liabilities (net)
(c) Other long-term liabilities
(d) Long-term provisions
4. CURRENT LIABILITIES
(a) Short-term borrowings
(b) Trade payables
(c) Other current liabilities
(d) Short-term provisions
II.
ASSETS
1. NON-CURRENT ASSETS
(a) Fixed assets
(i) Tangible assets
(ii) Intangible assets
(iii) Capital work-in-progress
(iv) Intangible assets under development
(b)
(c)
(d)
(e)
(f)
TOTAL
Goodwill (on consolidation)

Non-current investments
Deferred tax assets (net)
Long-term loans and advances
Other non-current assets
2. CURRENT ASSETS
(a) Current investments
(b) Inventories
(c) Trade receivables
(d) Cash and bank balances
(e) Short-term loans and advances
(f) Other current assets
TOTAL
22
(` in crore)
As at December 31,
2014
2013
As at March 31,
2014
2013
643.78
68,178.87
68,822.65
433.42
643.78
63,007.93
63,651.71
416.01
643.78
64,959.67
65,603.45
420.65
638.07
36,999.23
37,637.30
370.48
54,843.47
3,094.96
4,630.22
12,540.16
75,108.81
47,812.74
1,942.32
2,814.12
12,239.32
64,808.50
45,258.61
1,572.33
2,596.86
12,190.29
61,618.09
32,155.29
2,048.21
3,284.06
8,337.24
45,824.80
12,908.35
53,632.48
19,724.87
9,050.78
95,316.48
239,681.36
14,007.98
48,282.23
19,636.02
9,083.94
91,010.17
219,886.39
9,695.86
57,315.73
17,373.86
7,970.68
92,356.13
219,998.32
11,620.21
44,912.35
22,224.94
7,788.16
86,545.66
170,378.24
50,564.84
26,435.82
10,461.80
25,340.38
112,802.84
4,938.17
1,239.17
2,789.57
13,874.03
1,787.02
137,430.80
40,104.26
24,091.05
8,408.38
21,122.09
93,725.78
5,109.13
1,469.88
2,612.83
16,378.91
5,268.96
124,565.49
40,694.29
23,418.55
10,137.30
23,125.26
97,375.40
4,978.83
1,114.39
2,347.08
13,268.84
5,068.45
124,152.99
32,728.95
18,680.41
4,345.11
14,108.44
69,862.91
4,102.37
1,222.41
4,428.93
15,584.12
1,023.95
96,224.69
14,632.97
29,064.73
11,319.90
30,987.02
12,623.51
3,622.43
102,250.56
239,681.36
11,093.13
26,986.52
11,105.20
29,582.90
11,996.37
4,556.78
95,320.90
219,886.39
9,572.28
27,270.89
10,574.23
29,711.79
14,055.24
4,660.90
95,845.33
219,998.32
7,542.32
21,036.82
10,959.60
21,114.82
12,667.05
832.94
74,153.55
170,378.24

Consolidated Statement of Profit and Loss
I.
Nine months Ended

Year Ended
December 31,
March 31,
2014
2013
2014
2013
197,538.51 170,408.90 236,626.43 193,698.47
REVENUE FROM OPERATIONS

Less: Excise duty
II.
III.
IV.
V.
VI.
VII.
VIII.
IX.
X.
XI.
XII.
XIII.
XIV.
XV.
(` in crore)
(2,318.22) (2,892.38) (3,792.77) (4,905.78)

195,220.29 167,516.52 232,833.66 188,792.69
653.57
573.75
828.59
815.59
195,873.86 168,090.27 233,662.25 189,608.28
OTHER INCOME
TOTAL REVENUE (I + II)
EXPENSES :
(a)
Cost of materials consumed
111,805.29 97,654.08 135,550.04 113,851.34
(b)
Purchases of products for sale
9,314.75
7,748.86 10,876.95
9,266.00
(c)
Changes in inventories of finished goods, work-in-progress (1,718.48) (2,100.29) (2,840.58) (3,029.29)
and products for sale
(d)
Employee cost / benefits expense
18,765.84
15,529.11 21,556.42 16,632.19
(e)
Finance costs
2,929.20
3,066.23
4,733.78
3,560.25
(f)
Depreciation and amortisation expense
9,531.87
7,952.68
11,078.16
7,601.28
(g)
Product development / Engineering expenses
2,063.18
1,788.63
2,565.21
2,021.59
(h)
Other expenses
35,633.54 31,934.19 43,825.77 35,648.33
(i)
Expenditure transferred to capital and other accounts
(11,406.44) (9,875.98) (13,537.85) (10,193.45)
TOTAL EXPENSES
176,918.75 153,697.51 213,807.90 175,358.24
PROFIT BEFORE EXCEPTIONAL ITEMS,
EXTRA ORDINARY ITEMS AND TAX (III - IV)
18,955.11 14,392.76 19,854.35 14,250.04
EXCEPTIONAL ITEMS
(a)
Exchange loss (net) including on revaluation of foreign
23.43
352.66
707.72
515.09
currency borrowings, deposits and loans
(b)
Provision for costs associated with closure of operations
224.16
224.16
87.62
and impairment of intangibles
(c)
Employee separation cost
0.13
53.50
(d)
Profit on sale of a division
23.56
576.82
985.38
602.71
PROFIT BEFORE EXTRA ORDINARY ITEMS
AND TAX (V - VI)
18,931.55 13,815.94 18,868.97 13,647.33
Extraordinary items
PROFIT BEFORE TAX FROM CONTINUING
18,931.55 13,815.94 18,868.97 13,647.33
OPERATIONS (VII - VIII)
Tax expense / (credit) (net)
6,619.33
3,667.86
4,764.79
3,776.66
PROFIT AFTER TAX FROM CONTINUING OPERATIONS
12,312.22 10,148.08 14,104.18
9,870.67
(IX - X)
Share of profit / (loss) of associates (net)
10.47
(36.41)
(53.71)
105.61
Minority interest
(52.90)
(38.94)
(59.45)
(83.67)
PROFIT FOR THE YEAR
12,269.79 10,072.73 13,991.02
9,892.61
EARNINGS PER SHARE
A.
Ordinary shares (face value of ` 2 each)
a.
Basic
38.11
31.34
43.51
31.02
b.
Diluted
38.10
31.33
43.50
30.94
B.
A Ordinary shares (face value of ` 2 each)
a.
Basic
38.21
31.44
43.61
31.12
b.
Diluted
38.20
31.43
43.60
31.04
23

Condensed Consolidated Cash Flow Statement
A. Cash flows from operating activities

Profit for the year
Adjustments for:
Depreciation (including lease equalisation adjusted in income)
Loss on sale of assets (net) (including assets scrapped / written
off)
Profit on sale of investments (net)
Provision for costs associated with closure of operations and
impairment of intangibles
Provision for inter-corporate deposits (net)
Gain on settlement of deferred sales tax liability
Share of (profit) / loss of associate companies (net)
Provision / (reversal) for diminution in value of investments
Share of Minority Interest
Tax expense
Interest / dividend (net)
Exchange differences (net)
Operating profit before working capital changes
Adjustments for:
Inventories
Trade receivables
Finance receivables
Other current and non-current assets
Trade payables
Other current and non-current liabilities
Provisions
Cash generated from operations
Income taxes paid (net)
Net cash from operating activities
B. Cash flows from investing activities
Payments for fixed assets
Proceeds from sale of fixed assets
Investments in Mutual Fund (purchased) / sold (net)
Acquisition of a subsidiary company
Investments in associate companies
Investments - others
Investment in Pass-through certificate (PTC) (net)
Investments in retained interests in securitisation transactions
made
Investments in retained interests in securitisation transactions
realised
Redemption of Investments in associate companies
Sale / Redemption of investments - others
24
(` in crore)
Nine months ended

December 31,
2014
2013
Year ended
March 31,
2014
2013
12,269.79
10,072.73
13,991.02
9,892.61
9,529.63
319.34
7,949.29
21.18
11,073.64
46.52
7,596.76
23.89
(68.35)
-
(59.04)
224.16
(114.58)
224.16
(80.09)
87.62
(127.73)
(10.47)
52.90
6,619.33
2,343.98
296.14
18,954.77
31,224.56
(104.14)
36.41
(0.41)
38.94
3,667.86
2,549.93
257.09
14,581.27
24,654.00
(154.46)
53.71
(1.05)
59.45
4,764.79
4,019.77
722.11
20,694.06
34,685.08
5.29
(138.29)
(105.61)
0.41
83.67
3,776.67
2,828.30
434.31
14,512.93
24,405.54
(2,045.48)
(840.35)
1,270.50
(1,165.41)
(3,214.39)
(717.72)
1,622.01
(5,090.84)
26,133.72
(2,612.37)
23,521.35
(2,042.04)
1,923.68
(645.24)
1,809.91
(5,002.37)
(409.27)
1,295.91
(3,069.42)
21,584.58
(2,927.53)
18,657.05
(2,852.55)
2,130.19
(67.55)
1,123.90
4,693.90
(141.66)
888.18
5,774.41
40,459.49
(4,308.33)
36,151.16
(2,655.81)
(2,697.57)
(2,479.10)
(999.03)
8,132.19
(628.33)
1,324.79
(2.86)
24,402.68
(2,240.07)
22,162.61
(23,955.45)
22.24
(5,232.87)
(160.00)
(3.76)
-
(19,292.03)
27.84
(2,179.33)
(190.45)
(3.28)
(38.00)
(26,975.13)
49.93
(424.69)
(184.56)
(3.88)
13.60
-
(18,862.57)
36.69
186.11
(0.01)
(5.50)
(107.69)
44.14
36.51
42.19
2.45
3.56
21.00
12.86
Fixed deposits with financial institution made

Fixed deposits with Financial Institution realised
Deposits of margin money / cash collateral
Realisation of margin money / cash collateral
Fixed / restricted deposits with banks made
Fixed / restricted deposits with banks realised
Interest received
Dividend received from associate companies
Dividend / income on investments received
(Increase) / decrease in short term Inter corporate deposit
Net cash used in investing activities
C. Cash flows from financing activities
Expenses on Foreign Currency Convertible Notes (FCCN) /
Convertible Alternative Reference Securities (CARS) conversion
Brokerage and other expenses on Non-Convertible Debentures
(NCD)
Premium paid on redemption of FCCN / CARS (including tax)
Premium paid on redemption of NCD
Proceeds from issue of shares to minority shareholders (net of
issue expenses)
Proceeds from issue of shares held in abeyance
Proceeds from long-term borrowings (net of issue expenses)
Repayment of long-term borrowings
Proceeds from short-term borrowings
Repayment of short-term borrowings
Net change in other short-term borrowings (with maturity up to
three months)
Repayment of fixed deposits
Dividend paid (including dividend distribution tax)
Dividend paid to minority shareholders
Interest paid *
Net cash from / (used in) financing activities
Net (decrease) / increase in cash and cash equivalents
(A+B+C)
Cash and cash equivalents as at April 01, (opening balance)
Cash and cash equivalent on acquisition of subsidiary
Effect of foreign exchange on cash and cash equivalents
Cash and cash equivalents as at December 31 / March 31
(Closing balance)
*Includes discounting charges paid
Previous year figures have been restated, wherever necessary, to
conform to this periods classification.
Non-cash transactions :
FCCN / CARS converted to Ordinary shares
25
Nine months ended

December 31,
2014
2013
(200.00)
(202.50)
32.50
(0.19)
(182.88)
3.05
882.42
(964.55)
(3,345.43)
1,332.12
289.97
462.91
426.75
14.52
13.50
58.06
24.53
(95.00)
(28,600.09) (23,729.93)
Year ended
March 31,
2014
2013
(237.50)
200.00
(4.48)
(251.21)
1,365.93
762.15
(5,252.38)
(6,972.22)
863.31
836.65
653.23
712.89
14.51
56.25
25.53
38.40
44.83
(29,893.02) (23,491.37)
(0.35)
(0.35)
(0.23)
(32.53)
(66.11)
(87.54)
(93.02)
(658.05)
-
(886.95)
(96.55)
0.56
15,386.77
(7,172.68)
7,310.48
(6,324.46)
2,039.51
0.09
16,190.28
(5,802.34)
10,054.13
(8,835.75)
265.54
0.09
23,321.39
(16,737.81)
11,353.56
(12,403.24)
(1,416.57)
0.16
13,160.24
(7,538.44)
14,702.92
(13,011.82)
155.56
(7.15)
(676.35)
(33.35)
(3,860.08)
6,630.16
1,551.42
(359.45)
(684.53)
(26.21)
(4,086.28)
6,649.03
1,576.14
(362.19)
(688.62)
(33.35)
(6,170.56)
(3,883.24)
2,374.90
(1,868.38)
(1,527.24)
(23.33)
(4,665.56)
(1,692.08)
(3,020.84)
16,627.98
(106.81)
18,072.59
12,350.98
41.80
2,501.68
16,470.60
12,350.97
40.51
1,861.60
16,627.98
14,849.89
521.92
12,350.97
576.69
469.72
665.93
568.49
413.34
413.34
232.83

CAPITAL STRUCTURE
The share capital of our Company as on the date of the Letter of Offer is as set forth below:
(in ` crore, except share data)
Aggregate Value at Face

Value*
Aggregate Value at
Issue Price
AUTHORISED SHARE CAPITAL

700.00
NA
3,50,00,00,000 Ordinary Shares of ` 2 each
200.00
NA
1,00,00,00,000 A Ordinary Shares of ` 2 each
3,000.00
NA
30,00,00,000 Preference Shares of ` 100 each
2
ISSUED CAPITAL BEFORE THE ISSUE
643.788
547.44
NA
96.44
NA
3
SUBSCRIBED AND PAID-UP CAPITAL BEFORE THE ISSUE
643.78(1)(2)
NA
547.38 (1)(2)
NA
96.40(2)
NA
4
PRESENT ISSUE(2) IN TERMS OF The Letter of Offer
35.42
7,497.99
Up to 15,06,44,759 Ordinary Shares
30.12
6,779.01
5.30
718.97
5
ISSUED CAPITAL AFTER THE ISSUE
679.32
577.57
NA
101.75
NA
(3)
6
SUBSCRIBED AND PAID-UP CAPITAL AFTER THE ISSUE
679.17
577.47(3)
NA
101.70
NA
SECURITIES PREMIUM ACCOUNT
(in ` crore)
Before the Issue
11,683.09
After the Issue
19,145.64
(1) The call money in respect of 13,746 ordinary shares of our Company of face value ` 10 each is currently outstanding. For
further details, see Capital Structure on page 51 of the Letter of Offer.
(2) The entitlements to 4,84,470 Ordinary Shares and 2,39,570 A Ordinary Shares are subject matters of various suits filed in the
courts / forums by third party for which final order is awaited and hence kept in abeyance.
(3) The Issue has been authorised by a resolution of our Board passed at its meetings held on (a) January 27, 2015 pursuant
to Section 62 of the Companies Act, 2013; and (b) March 25, 2015. Further, the issue of A Ordinary Shares has also been
authorised by a resolution dated March 3, 2015 of the shareholders of our Company passed through postal ballot in terms of
Rule 4(1)(b) of the Companies (Share Capital and Debentures) Rules, 2014.
*The figures have been rounded off.
Notes to the Capital Structure
1. Shareholding Pattern of our Company
A. Shareholding Pattern of the Ordinary Shares of our Company as per the last filing with the Stock Exchanges
(i) The shareholding pattern of the Ordinary Shares of our Company as on December 31, 2014, is as follows:
Category of Shareholder
(A) Shareholding of Promoter and

Promoter Group
(1) Indian
Bodies Corporate
Any Others (Specify)
Trusts
No. of
Total No. of Shares Total No. of Shares held in
Shareholders
Dematerialized Form
9
4
4
937,781,325
1,774,880
1,774,880
937,781,325
1,774,880
1,774,880
26
Total Shareholding as a %
of Total No. of Shares
As a % of
As a % of
(A+B)
(A+B+C)
43.52
0.08
0.08
34.27
0.06
0.06
Shares pledged or otherwise

encumbered
Number of
As a % of
Shares
total No. of
shares
61,400,000
0
0
6.55
0.00
0.00

No. of
Total No. of Shares Total No. of Shares held in
Shareholders
Dematerialized Form
Sub Total
13
939,556,205
939,556,205
(2) Foreign
Total shareholding of Promoter
and Promoter Group (A)
13
939,556,205
939,556,205
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI
271
60,789,361
60,700,631
Financial Institutions / Banks
192
4,594,987
4,288,647
Central Government / State
Government(s)
7
2,038,825
24,920
Insurance Companies
174
233,689,761
233,688,211
Foreign Institutional Investors
917
677,621,352
677,574,527
61
36,695,855
36,695,855
Foreign Bodies DR
3
11,018,391
11,018,391
Foreign Institutional Investors - DR
1
2,213
2,213
Foreign Nationals - DR
1
991
991
Foreign Portfolio Investor
(Corporate)
56
25,674,260
25,674,260
Sub Total
1,622
1,015,430,141
1,012,972,791
(2) Non-Institutions
Bodies Corporate
2,407
12,036,278
11,387,133
Individuals
Individual shareholders holding
nominal share capital up to Rs. 1
lakh
358,672
160,282,795
132,957,475
Individual shareholders holding
nominal share capital in excess of
Rs. 1 lakh
63
8,251,104
7,253,289
9,907
19,482,049
16,191,429
Non Resident Indians
9,174
10,607,845
7,319,465
Clearing Members
660
3,684,350
3,684,350
Trusts
66
4,618,305
4,616,555
Overseas Corporate Bodies
3
490
0
Foreign Corporate Bodies
4
571,059
571,059
Sub Total
371,049
200,052,226
167,789,326
Total Public shareholding (B)
372,671
1,215,482,367
1,180,762,117
Total (A)+(B)
372,684
2,155,038,572
2,120,318,322
(C) Shares held by Custodians
and against which Depository
Receipts have been issued
0
0
0
(1) Promoter and Promoter
Group
0
0
0
(2) Public
4
581,674,550
581,653,550
Sub Total
4
581,674,550
581,653,550
Total (A)+(B)+(C)
372,688
2,736,713,122
2,701,971,872
Notes:
1. For determining public shareholding for the purpose of Clause 40A.
2. For definitions of Promoter and Promoter Group, refer to Clause 40A.
27
Total Shareholding as a %
As a % of
As a % of
(A+B)
(A+B+C)
43.60
Shares pledged or otherwise

encumbered
Number of
As a % of
Shares
total No. of
shares
34.33
61,400,000
6.54
43.60
34.33
61,400,000
6.54
2.82
0.21
2.22
0.17
0
0
0.00
0.00
0.09
10.84
31.44
1.70
0.51
0.00
0.00
0.07
8.54
24.76
1.34
0.40
0.00
0.00
0
0
0
0
0
0
0
0.00
0.00
0.00
0.00
0.00
0.00
0.00
1.19
47.12
0.94
37.10
0
0
0.00
0.00
0.56
0.44
0.00
7.44
5.86
0.00
0.38
0.90
0.49
0.17
0.21
0.00
0.03
9.28
56.40
100.00
0.30
0.71
0.39
0.13
0.17
0.00
0.02
7.31
44.41
78.75
0
0
0
0
0
0
0
0
0
61,400,000
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
2.85
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
21.25
21.25
100.00
0
0
0
61,400,000
0.00
0.00
0.00
2.24

3. Public shareholding.
4. In Voting Pattern each A Ordinary Shareholder is entitled to one vote for every ten A Ordinary Shares held.
5. TATA AIG Life Insurance Company Ltd (Formerly known as Tata AIG Life Insurance Company Limited) is not considered part
of Promoter Group holds 4,624,336 Ordinary Shares representing 0.17% of the paid-up Ordinary Share Capital. Accordingly,
their holding is included under Public Shareholding under the head Institutions Insurance Companies.
6. Each ADR/GDR represents five underlying shares of ` 2 each.
(ii) Statement showing shareholding of Ordinary Shares including shares, warrants and convertible securities of persons belonging
to the category Promoter and Promoter Group as on December 31, 2014:
Sr.
No.
Name of the
Shareholder
Details of Shares held

No. of
As a % of
Shares held grand total
(A)+(B)+(C)
Encumbered shares (*)

No
Details of warrants
Details of convertible
securities
As a
As a % of Number of As a % Number of As a %
percentage grand total warrants
total
convertible
total
(A)+(B)+(C)
held
number of securities number of
of sub-clause
warrants
held
convertible
(I)(a)
of the same
securities
class
of the same
class
Total shares
(including
underlying
shares assuming
full conversion
of warrants
and convertible
securities) as a %
of diluted share
capital
0.00
25.66
0.00
5.54
0.00
2.50
1 Tata Sons Ltd

702,333,345
25.66 61,400,000
8.74
2.24
0
0.00
0
2 Tata Steel Ltd
151,687,515
5.54
0
0.00
0.00
0
0.00
0
3 Tata Industries Ltd
68,436,485
2.50
0
0.00
0.00
0
0.00
0
Tata
Investment
4 Corporation Ltd
10,025,000
0.37
0
0.00
0.00
0
0.00
0
0.00
0.37
5 Ewart Investments Ltd
2,923,610
0.11
0
0.00
0.00
0
0.00
0
0.00
0.11
6 Tata Chemicals Ltd
1,863,705
0.07
0
0.00
0.00
0
0.00
0
0.00
0.07
7 Sir Ratan Tata Trust
859,200
0.03
0
0.00
0.00
0
0.00
0
0.00
0.03
8 Sir Dorabji Tata Trust
808,960
0.03
0
0.00
0.00
0
0.00
0
0.00
0.03
Af-Taab
Investment
9 Company Ltd
338,525
0.01
0
0.00
0.00
0
0.00
0
0.00
0.01
Global Beverages
10 Tata
116,665
0.00
0
0.00
0.00
0
0.00
0
0.00
0.00
Ltd
11 JRD Tata Trust
105,280
0.00
0
0.00
0.00
0
0.00
0
0.00
0.00
Simto
Investment
12 Company Ltd
56,475
0.00
0
0.00
0.00
0
0.00
0
0.00
0.00
Tata Memorial
13 Lady
1,440
0.00
0
0.00
0.00
0
0.00
0
0.00
0.00
Trust
Total
939,556,205
34.33 61,400,000
6.54
2.24
0
0.00
0
0.00
34.33
(*) The term encumbrance has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011.
(iii) Statement showing shareholding of Ordinary Shares including shares, warrants and convertible securities of persons belonging
to the category Public and holding more than 1% of the total number of Ordinary Shares as on December 31, 2014:
Sl.
No.
Name of the
Shareholder
Life Insurance
Corporation of India
ICICI Prudential Life
Insurance Company
Ltd
Total
No. of Shares Shares as % Details of warrants

Details of convertible securities
held
of Total No.
of Shares
Number of As a % total
Number of
% w.r.t total number
warrants
number of
convertible
of convertible
held
warrants of the securities held securities of the same
same class
class
89,847,555
3.28
0
0.00
0
0.00
Total shares (including

underlying shares assuming
full conversion of warrants
and convertible securities)
as a % of diluted share
capital
3.28
38,498,902
1.41
0.00
0.00
1.41
128,346,457
4.69
0.00
0.00
4.69
28

(iv) Statement showing holding of Ordinary Shares including shares, warrants and convertible securities of persons (together with
Persons Acting in Concert) belonging to the category Public and holding more than 5% of the total number of Ordinary
Shares as on December 31, 2014:
Sl. No.
Name(s) of the No. of Shares Shares as % Details of warrants

shareholder(s)
of Total No. of Number of As a % total
and the Persons
Shares
warrants
number of
Acting
in
warrants of
Concert (PAC)
the same class
with them
Nil
Total
(v) Statement showing details of DRs:
0
0
0.00
0.00
Sr. No.
Type of Outstanding DR (ADRs,

GDRs, SDRs, etc.)
1
2
Citibank N A as Depository for ADR

Citibank N A as Depository for GDR
Total
0
0

Number of % w.r.t total
c o n v e r t i b l e number
of
securities held c o n v e r t i b l e
securities of
the same class
0.00
0.00
No. of Outstanding DRs
0
0

underlying
shares
assuming full conversion
of
warrants
and
convertible securities)
capital
0.00
0.00
0.00
0.00
No. of Shares Underlying

Outstanding DRs
Shares Underlying
Outstanding DRs as % of
Total No. of Shares
581,630,190
21.25
44,360
0.00
581,674,550
21.25
116,326,038
8,872
116,334,910
(vi) Statement showing holding of DRs, where underlying shares held by promoter / promoter group are in excess of 1% of the
total number of shares.
Sr. No.
Name of the DR Holder
No. of Shares
Shares Underlying
Underlying
Outstanding DRs as a % of
Outstanding DRs
Total No. of Shares
1
Nil
0.00
0.00
Total
0.00
0.00
B. A Ordinary Shareholding Pattern of our Company as per the last filing with the Stock Exchanges
(i) The A Ordinary Shareholding pattern of our Company as on December 31, 2014, is as follows:
(A) Shareholding of Promoter and Promoter Group

(1) Indian
Bodies Corporate
Sub Total
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI
Financial Institutions / Banks
Central Government / State Government(s)
Insurance Companies
Foreign Institutional Investors
Qualified Foreign Investor
Foreign Portolio Investor ( Corporate)
Sub Total
Type of Outstanding
DR (ADRs, GDRs,
SDRs, etc.)
Nil
No. of
Shareholders
Total No.
of Shares
Total No. of Total Shareholding as a %

Shares pledged or
Shares held in
otherwise encumbered
Dematerialized As a % of
As a % of Number of As a % of
Form
(A+B)
(A+B+C)
Shares total No. of
shares
4
4
2,478,587
2,478,587
2,478,587
2,478,587
0.51
0.51
0.51
0.51
0
0
0.00
0.00
2,478,587
2,478,587
0.51
0.51
0.00
122
5
2
5
227
1
16
16
378
109,844,747
1,184,596
1,445,391
3,100,048
294,667,045
298
13,472,157
13,472,157
423,714,282
109,844,747
1,184,596
1,445,391
3,100,048
294,667,045
298
13,472,157
13,472,157
423,714,282
22.79
0.25
0.30
0.64
61.14
0.00
2.80
2.80
87.91
22.79
0.25
0.30
0.64
61.14
0.00
2.80
2.80
87.91
0
0
0
0
0
0
0
0
0
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
29

No. of
Shareholders
Total No.
of Shares
Total No. of Total Shareholding as a %

Shares pledged or
Shares held in
otherwise encumbered
Dematerialized As a % of
As a % of Number of As a % of
Form
(A+B)
(A+B+C)
Shares total No. of
shares
(2) Non-Institutions
Bodies Corporate
1,052 11,847,351
11,847,166
Individuals
Individual shareholders holding nominal share capital up to
60,898 28,073,677
27,833,198
Rs. 1 lakh
Individual shareholders holding nominal share capital in
60 12,850,069
12,850,069
excess of Rs. 1 lakh
1,763
3,002,979
2,999,409
Non Resident Indians
1,345
1,602,735
1,599,165
Clearing Members
407
1,162,691
1,162,691
Trusts
11
237,553
237,553
Sub Total
63,773 55,774,076
55,529,842
Total Public shareholding (B)
64,151 479,488,358
479,244,124
Total (A)+(B)
64,155 481,966,945
481,722,711
(C) Shares held by Custodians and against which
0
0
0
Depository Receipts have been issued
(1) Promoter and Promoter Group
0
0
0
(2) Public
0
0
0
Sub Total
0
0
0
Total (A)+(B)+(C)
64,155 481,966,945
481,722,711
Notes:
1. For determining public shareholding for the purpose of Clause 40A
2. For definitions of Promoter and Promoter Group, refer to Clause 40A
3. Public shareholding.
(ii) Statement showing shareholding of A Ordinary Shares including shares, warrants
belonging to the category Promoter and Promoter Group as on December 31, 2014:
Sr.
No.
Name of the
Shareholder
Details of Shares held

No. of
Shares
held
Encumbered shares (*)
2.46
2.46
0.00
5.82
5.82
0.00
2.67
2.67
0.00
0.62
0.33
0.24
0.05
11.57
99.49
100.00
0.00
0.62
0.33
0.24
0.05
11.57
99.49
100.00
0.00
0
0
0
0
0
0
0
0
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
100.00
0
0
0
0
0.00
0.00
0.00
0.00
and convertible securities of persons
Details of warrants
Details of convertible
Total shares
securities
(including
underlying
As a % of No
As a
As a % of Number As a % Number of As a % total
grand total
percentage grand total
of
total
convertible number of shares assuming
(A)+(B)+(C)
(A)+(B)+(C) warrants number securities convertible full conversion
of warrants
of sub-clause
held
of
held
securities
(I)(a)
warrants
of the same and convertible
securities) as
of the
class
a % of diluted
same
share capital
class
Tata Sons Ltd

1,995,907
0.41
0
0.00
0.00
0
0.00
0
0.00
Investments 417,655
2 Ewart
0.09
0
0.00
0.00
0
0.00
0
0.00
Ltd
AF-Taab
3 Investment
48,360
0.01
0
0.00
0.00
0
0.00
0
0.00
Company Ltd
Global
4 Tata
16,665
0.00
0
0.00
0.00
0
0.00
0
0.00
Beverages Ltd
Total
2,478,587
0.51
0
0.00
0.00
0
0.00
0
0.00
(*) The term encumbrance has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011.
30
0.41
0.09
0.01
0.00
0.51

(iii) Statement showing shareholding of A Ordinary Shares including shares, warrants, convertible securities of persons belonging
to the category Public and holding more than 1% of the total number of A Ordinary Shares as on December 31, 2014:
Sl.
No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
Name of the
Shareholder
No. of
Shares as %
Shares held of Total No.
of Shares
HSBC Global Investment 25,128,664

Funds A/c HSBC GlF
Mauritius Limited
Matthews Asia Dividend
24,859,606
Fund
HDFC Trustee Company
19,611,750
Ltd - HDFC Equity Fund
Copthall Mauritius
17,063,007
Investment Ltd
Goldman Sachs
16,122,409
(Singapore) Pte
14,457,057
Ltd -HDFC Top 200
Fund
Government of Singapore 10,390,202
Franklin Templeton
10,350,000
Investments Funds
Government Pension
9,295,233
Fund Global
Swiss Finance
9,142,951
Corporation (Mauritius)
Ltd
Merrill Lynch Capital
8,254,942
Markets Espana S A S V
Skagen Global
8,041,456
Verdipapirfond
SBI Magnum Taxgain
8,000,000
Scheme
Eastspring Investments
6,846,182
India Equity Open Ltd
6,685,418
Ltd - HDFC Tax Saver
Fund
Nordea Emerging Market
6,322,892
Equities Fund
D E Shaw Oculus
5,882,347
Investments Bi-Fi 1
Mauritius Ltd
5,341,965
Ltd - HDFC Prudence
Fund
Morgan Stanley Asia
4,981,650
(Singapore) PTE
Total
216,777,731
Details of warrants
Number of As a % total
Number of % w.r.t total number
warrants
number of
convertible
of convertible
held
warrants of securities held
securities of the
the same class
same class
5.21
0.00

underlying shares assuming
full conversion of warrants
and convertible securities)
capital
0.00
5.21
5.16
0.00
0.00
5.16
4.07
0.00
0.00
4.07
3.54
0.00
0.00
3.54
3.35
0.00
0.00
3.35
3.00
0.00
0.00
3.00
2.16
2.15
0
0
0.00
0.00
0
0
0.00
0.00
2.16
2.15
1.93
0.00
0.00
1.93
1.90
0.00
0.00
1.90
1.71
0.00
0.00
1.71
1.67
0.00
0.00
1.67
1.66
0.00
0.00
1.66
1.42
0.00
0.00
1.42
1.39
0.00
0.00
1.39
1.31
0.00
0.00
1.31
1.22
0.00
0.00
1.22
1.11
0.00
0.00
1.11
1.03
0.00
0.00
1.03
44.98
0.00
0.00
44.98
31

(iv) Statement showing holding of A Ordinary Shares including shares, warrants, convertible securities of persons (together with
Persons Acting in Concert) belonging to the category Public and holding more than 5% of the total number of A Ordinary
Shares as on December 31, 2014:
Sl. No.
Name(s) of the shareholder(s)

and the Persons Acting in
Concert (PAC) with them
Shares as % Details of warrants

No. of Shares of Total No.
of Shares
As a % total
% w.r.t total
number
of
Number
of
number of
Number of
warrants
convertible
convertible
warrants
of the same securities held securities of
class
the same class
HSBC Global Investment Funds

A/c HSBC GIF Mauritius
25,128,664
Limited
2 Matthews Asia Dividend Fund
24,859,606
Total
49,988,270
(v) Statement showing details of DRs:
1
Sl.
No.
1

GDRs, SDRs, etc.)

underlying
shares
assuming full conversion
of
warrants
and
convertible securities)
capital
5.21
0.00
0.00
5.21
5.16
10.37
0
0
0.00
0.00
0
0
0.00
0.00
5.16
10.37
Nil
Total
Nil
No. of Shares Underlying

Outstanding DRs
0.00
0.00
Shares Underlying
Outstanding DRs as % of
Total No. of Shares
0.00
0.00
(vi) Statement showing holding of DRs, where underlying shares held by Promoter / Promoter Group are in excess of 1% of the
total number of shares.
Sl.
No.

GDRs, SDRs, etc.)
No. of Shares
Shares Underlying
Underlying
Outstanding DRs as %
Outstanding DRs
1 Nil
Nil
0.00
0.00
Total
0.00
0.00
2. Except as stated below, no Securities have been acquired by the Promoter or members of the Promoter Group in the year
immediately preceding the date of filing of the Letter of Offer with the Designated Stock Exchange.
(i) Ordinary Shares
Name of the Promoter / Date of the transaction Number of Ordinary Nature of the Transaction
Promoter Group entity
Shares
Tata Steel Limited
May 23, 2014
147,810,695
Acquisition pursuant to scheme of amalgamation
which received the approval of the Stock
Exchanges / SEBI on May 23, 2014
3. None of the Securities held by any of the shareholders of our Company are locked in.
4. Subscription to the Issue by the Promoter and Promoter Group
The Promoter of our Company, Tata Sons Limited, by way of its letter dated March 30, 2015 has undertaken to subscribe, on
its own account, to the full extent of its Rights Entitlement in the Issue.
Further, the Promoter has also confirmed that it will subscribe to the Rights Entitlement of, Sir Dorabji Tata Trust, Lady Tata
Memorial Trust, Sir Ratan Tata Trust and JRD Tata Trust (collectively, the Trusts), which are members of the Promoter
Group, that may be renounced in favour of the Promoter since subscription to their respective Rights Entitlement would not be
covered under the category of eligible investments under the provisions of the Bombay Public Trusts Act, 1950, as amended.
Such renunciation of the Rights Entitlement by the Trusts to the Promoter would not be considered as renunciation for
the purposes of Regulation 10(4)(b)(i) of Takeover Regulations as the Trusts are not permitted to subscribe to their Rights
Entitlement in terms of the Bombay Public Trusts Act, 1950. Such subscription by the Promoter toOrdinary Shares and A
Ordinary Sharesin this Issue to the extent of the Rights Entitlements renounced in its favour by the Trusts shall be exempt from
open offer requirements in terms of Regulation 10(4)(b) of the Takeover Regulations.
The acquisition of Securities by the Promoter and members of the Promoter Group shall not result in a change of control of the
management of our Company. Our Company is in compliance with Clause 40A of the Listing Agreement and will continue to
comply with the minimum public shareholding requirements pursuant to the Issue.
5. The ex-rights price of the Ordinary Shares and A Ordinary Shares as per regulation 10(4)(b) of the Takeover Regulations is `
550.94 and ` 346.46, respectively.
32

6. If our Company does not receive the minimum subscription
of 90% of the Issue of the Ordinary Shares and A Ordinary
Shares, on an aggregate basis, including the devolvement
obligations of the Underwriters, our Company shall refund
the entire subscription amount received within 15 days from
the Issue Closing Date. If there is delay in the refund of
the subscription amount by more than eight days after our
Company becomes liable to pay the subscription amount
(i.e. 15 days after the Issue Closing Date), our Company
shall pay interest for the delayed period, as prescribed under
applicable laws.
7. All A Ordinary Shares are fully paid-up and there are no
partly paid-up A Ordinary Shares as on the date of the
Letter of Offer. Except as disclosed below, all Ordinary
Shares are fully paid-up and there are no partly paid-up
Ordinary Shares as on the date of the Letter of Offer.
The call money in respect of 13,746 ordinary shares of our
Company of face value ` 10 each pertaining to 55 folios
of Harshad Mehta group, which were allotted pursuant
to a rights issue undertaken by our Company in 1991, is
currently outstanding (the Partly-Paid Shares). Our
Company undertook a bonus issue in 1995 and the bonus
shares issued by our Company against the Partly- Paid
Shares have been currently held in abeyance. Our Company
issued a notice of forfeiture to the office of the custodian of
these shares directing them to pay the call money in respect
of the Partly-Paid Shares on or before December 31, 1998.
However, the office of the custodian informed our Company
that the Partly-Paid Shares cannot be forfeited and that the
office of the custodian is in the process of approaching the
special court for release of call money in respect of the
Partly-Paid Shares along with interest. Since the matter is
under the consideration of the special court, our Company
is not in a position to ensure that the Partly-Paid Shares
are made fully paid up prior to the Issue.Pursuant to an
application made by our Company, SEBI has through its
letter dated March 18, 2015 granted exemption from strict
enforcement of Regulation 4(2)(f) of the SEBI Regulations
to the Issue.
For further details, see Capital Structure beginning on page 51
of the Letter of Offer.
Particulars
Amount (in ` crore)
Gross Proceeds from the Issue
7,498.00
(Less) Issue related expenses
70.00
Net Proceeds from the Issue
7,428.00
Requirement of funds and utilisation of Net Proceeds
The proposed utilisation of the Net Proceeds is set forth in the
table below:
Particulars
Amount (in ` crore)
Funding capital expenditure towards
500.00
plant and machinery
Funding expenditure relating to
1,500.00
research and product development
Repayment, in full or part, of certain
4,000.00
long term and short term borrowings
availed by our Company
General corporate purposes
1,428.00
Total
7,428.00
Schedule of deployment
We propose to deploy the Net Proceeds for the aforesaid purposes
in accordance with the estimated schedule of implementation
and deployment of funds set forth in the table below.
(in ` crore)
Particulars
Amount
Estimated
proposed to Utilization
be funded
in Fiscal
from the Net
2016
Proceeds
Funding capital expenditure
500.00
500.00
towards plant and machinery
Funding expenditure relating
1,500.00
1,500.00
to research and product
development
Repayment, in full or part, of
4,000.00
4,000.00
certain long term and short
term borrowings availed by our
Company
General corporate purposes
1,428.00
1,428.00
Total
7,428.00
7,428.00
As indicated above, our Company proposes to deploy the entire
Net Proceeds towards the objects as described herein during
Fiscal 2016. However, if the Net Proceeds are not completely
utilised for the objects stated above by the Fiscal 2016 due to
factors such as (i) economic and business conditions; (ii) change
in competitive intensity; (iii) commercial considerations; (iv)
change in business strategy; and (v) regulatory changes, the
same would be utilised (in part or full) in Fiscal 2017 or a
subsequent period as may be determined by our Company in
accordance with applicable law.
The funds deployment, other than for repayment of certain
of our borrowings, described herein is based on management
estimates, current circumstances of our business and prevailing
market conditions. Our Company has not placed orders or
obtained quotations in respect of a substantial portion of the
OBJECTS OF THE ISSUE

Our Company proposes to utilise the Net Proceeds from the
Issue towards funding of the following objects:
1. Funding capital expenditure towards plant and machinery;
2. Funding expenditure relating to research and product
development;
3. Repayment, in full or part, of certain long term and short
term borrowings availed by our Company; and
4. General corporate purposes.
The objects set out in the Memorandum of Association enable
our Company to undertake our existing activities and the
activities for which the funds are being raised by our Company
through this Issue.
Issue Proceeds
The details of the Issue Proceeds are set forth in the following
table:
33

2. Funding expenditure relating to research and product
development
Research and product development is the cornerstone of
our operations and continued growth. Over the years, we
have devoted significant resources towards our research
and development activities. Our research and development
activities focus on product development, environmental
technologies and vehicle safety. Our engineering and
research centre (ERC), established in 1966, is one of the
few in-house automotive research and development centres
in India recognised by the Government of India. ERC is
integrated with all of our Companys global automotive
product design and development centres in South Korea,
Italy and the United Kingdom. In addition to this, we
leverage key competencies through various engineering
service suppliers and design teams of our suppliers.
In Fiscal 2014, we launched 89 new products or variants
of our existing vehicle lines. We offer an extensive range
of commercial vehicles (for both goods and passenger
transport) as well as passenger vehicles. We intend to
expand the range of our product base further supported by
our strong brand recognition in India, our understanding
of local consumer preferences, in-house engineering
capabilities and extensive distribution network. With
growing competition, changing technologies and evolving
customer expectations, we understand the importance of
bringing new platforms to address market gaps and further
enhance our existing range of vehicles to ensure customer
satisfaction.
We believe that our in-house research and development
capabilities, including those of our Subsidiaries Jaguar Land
Rover, TDCV, Trilix Srl., Turin (Italy), and TMETC in the
United Kingdom and our joint ventures with Marcopolo of
Brazil in India, with Thonburi in Thailand and Tata Africa
Holdings (SA) (Pty.), Ltd in South Africa, will enable us
to expand our product range and extend our geographical
reach.
We intend to continue to invest in our business units in
general, and in research and product development in
particular, over the next several years in order to improve
our existing product range, develop new products and
platforms and to build and expand our portfolio in the
passenger vehicle and commercial vehicle categories. We
believe this would strengthen our position in the Indian
automotive market and help us to grow our market share
internationally.
Expenses for research and product development:
Expenses made by our Company towards research and
product development (R&D Expenses) consists of
Material costs which include cost of material used for (i)
prototype vehicles; (ii) pilot batch and product proving
vehicles; and (iii) benchmarking vehicles. Prototype
vehicles are used for performing all tests such as durability,
fuel economy, reliability, endurance and crash tests that are
required to assess performance of the vehicle. Pilot batch
includes a small lot of vehicles rolled out for identifying
manufacturing issues, if any, which uses soft tools. Pilot
batch is followed by product proving vehicles which is a
larger lot of vehicles for verifying other parameters related
to production process including tact time, cycle time,
quality and consistency.
fund requirements in respect of capital expenditure and research

and development expenses.. Further, the funds deployment
described herein has not been appraised by any bank or financial
institution. We may have to revise our funding requirements
and deployment on account of a variety of factors such as our
financial condition, business and strategy, including external
factors which may not be within the control of our management.
This may entail rescheduling and revising the planned funding
requirements and deployment and increasing or decreasing the
funding requirements from the planned funding requirements at
the discretion of our management.
Means of finance
Our Company proposes to meet the entire requirement of funds
for the objects of the Issue from the Net Proceeds. Accordingly,
our Company confirms that there is no requirement to make firm
arrangements of finance through verifiable means towards at
least 75% of the stated means of finance for the aforesaid object,
excluding the amount to be raised from the Issue.
Details of the objects of the Issue
The details in relation to objects of the Issue are set forth herein
below.
1. Funding capital expenditure towards plant and
machinery
Our Company undertakes investments towards capital
expenditure on a continuous basis to meet its business
requirements and towards new product introduction,
sustenance, increasing efficiency, modernization and
removing production constraints. In addition to domestic
suppliers and vendors, we also import capital equipment,
raw materials and components from suppliers and vendors
in various countries.
Our Companys capital expenditure typically include, inter
alia, expenses for purchase of plant and machinery, tools and
other equipments, installation and commissioning expenses,
expenses for purchase of vehicle, civil construction, fit-out
and consultancy related expenses for workshops and offices
of our Company and expenses for purchase of computers.
We have incurred cash outflows of ` 3,105.42 crore, `
2,605.39 crore and ` 2,852.56 crores towards purchase
of fixed assets (including product development expenses)
during Fiscal 2014, Fiscal 2013 and Fiscal 2012,
respectively.
Details of estimated expenses
Our Company proposed to deploy ` 500.00 crore out of
the Net Proceeds as capital expenditure towards purchase
of plant and machinery. This fund requirement is based
on internal estimates of our Company and as of the date
of Letter of Offer our Company has not placed orders or
obtained quotations for a substantial portion of the plant and
machinery proposed to be funded out of the Net Proceeds.
Please see Risk Factors The fund requirements in respect
of the use of proceeds are based on management estimates
and our Company has not commissioned an independent
appraisal for the use of the proceeds of this Issue.
Furthermore, while our Company will appoint a monitoring
agency to monitor the use of the proceeds of this Issue, it
has not entered into any definitive agreements to use the
proceeds of this Issue on page 22 of the Letter of Offer.
34

R&D Expenses also consist of technical know-how expenses which include costs incurred towards various external agencies
who provide technical inputs and research and development support in specialized fields. In addition to technical support,
certain agencies provide finished components to our Company as part of their mandate once the regular production commences.
Technical know-how expenses also include costs associated with such finished components provided by the external agencies
in addition to the technical support.
In addition to the above, R&D Expenses also consist of conversion costs which include expenses incurred towards the design
engineers in the ERC.
Details of estimated expenses
Type of vehicle
Commercial vehicle
Vehicle family
Amount proposed to be
funded through Net Proceeds
(In ` crore)
Heavy commercial vehicle

Light commercial vehicle
Small commercial vehicle / Pick-up / Van
Sub total
Passenger vehicle
Car
Utility vehicle
Sub total
Grand total
225.00
139.00
224.00
588.00
574.00
338.00
912.00
1,500.00
Our Company proposed to deploy ` 1,500 crores out of the Net Proceeds to fund expenditure towards research and product
development as described above. Such fund requirements are solely based on internal estimates of our Company. Please see
Risk Factors The fund requirements in respect of the use of proceeds are based on management estimates and our Company
has not commissioned an independent appraisal for the use of the proceeds of this Issue. Furthermore, while our Company will
appoint a monitoring agency to monitor the use of the proceeds of this Issue, it has not entered into any definitive agreements
to use the proceeds of this Issue on page 22 of the Letter of Offer.
3. Repayment, in full or part, of certain long term and short term borrowings availed by our Company
Our Company has entered into certain financing arrangements with, inter alia, various banks/ financial institutions. For details
of our debt financing arrangements, see Financial Statements beginning on page 92 of the Letter of Offer.
Our Company proposes to utilize an estimated amount of ` 4,000 crores from the Net Proceeds towards repayment, in full
or in part, of certain loans availed by our Company without any obligation to any particular bank or financial institution. The
selection and extent of loans proposed to be repaid from our Companys loan facilities provided above, while based on the
applicable repayment schedule to be repaid in Fiscal 2016, is also and will be based on various commercial considerations
including, among others, the interest rate on the loan facility, the amount of the loan outstanding and the remaining tenor of the
loan andapplicable law governing such borrowings.
Given the nature of these borrowings and the terms of repayment, the aggregate outstanding loan amounts may vary from time
to time. In addition to the above, our Company may, from time to time, enter into further financing arrangements and draw down
funds thereunder. In such cases or in case any of the above loans are repaid or further drawn-down prior to the completion of
the Issue, our Company may utilize this component of the Net Proceeds towards repayment of such additional indebtedness.
The Net Proceeds for the above stated object may also be utilised for repayment of any such further borrowings and refinancing,
subject to a maximum utilisation of ` 4,000 crores for the stated object.
We believe that such repayment will help reduce our Companys outstanding indebtedness, debt servicing costs and our
Companys debt-equity ratio, thereby resulting in an enhanced equity base, assisting our Company in maintaining a favourable
debt-equity ratio in the near future and enable utilization of our accruals for further investment in our business growth and
expansion. In addition, we believe that this would improve our ability to raise further resources in the future to fund our
potential business development opportunities. The details of the outstanding loans proposed to be repaid from the Net Proceeds
are set out below:
35

Sr. Name of
Nature of Borrowing
No. the Lender
and date of the
Sanction Letter /
Document
1
Various
debenture
holders
Tranche E-25-A of the

NC Debentures
Debenture
trustee
agreement dated May
24, 2013
Various
debenture
holders
Tranche E-25-B of the

NC Debentures
Debenture
trustee
agreement dated May
24, 2013
Various
debenture
holders
Tranche E-25-C of the

NC Debentures
Debenture
trustee
agreement dated May
24, 2013
State Bank
of India
State Bank
of India
State Bank
of India
Working
Capital
Facility
Working
Capital
Consortium Agreement
dated July 28, 2009
read with Sanction
letter dated February
28, 2014
Working
Capital
Facility
Working
Capital
dated July 28, 2009
read with Sanction
28, 2014
Working
Capital
Facility
Working
Capital
dated July 28, 2009
read with Sanction
28, 2014
Purpose(1)
To be utilised for
capital expenditure,
working
capital,
refinance
of
existing
debts
and other general
corporate purposes
permitted by the
RBI
for
bank
finance
To be utilised for
working
capital,
refinance
of
existing
debts
and other general
corporate purposes
permitted by the
RBI
for
bank
finance
To be utilised for
working
capital,
refinance
of
existing
debts
and other general
corporate purposes
permitted by the
RBI
for
bank
finance
To be utilised for
working capital and
general corporate
purpose
Amount
Amount
Sanctioned(1) Outstanding
as at March
25, 2015(1)
(in ` crore)
Repayment
Date /
Schedule
Amount
proposed to
repaid out
of the Net
Proceeds
(In ` crore)
300.00
300.00
Redemption 300.00
on December
1, 2015
300.00
300.00
Redemption 300.00
on June 3,
2015
300.00
300.00
Redemption 300.00
on October
30, 2015
100.00
100.00
R e p a y m e n t 100.00
on May 21,
2015
To be utilised for 100.00

working capital and
general corporate
purpose
100.00
R e p a y m e n t 100.00
on May 25,
2015

working capital and
general corporate
purpose
100.00
R e p a y m e n t 100.00
on May 29,
2015
36

Sr. Name of
Nature of Borrowing
No. the Lender
and date of the
Sanction Letter /
Document
7
State Bank
of India
State Bank
of India
State Bank
of India
10
State Bank
of India
11
State Bank
of India
12
State Bank
of India
13
State Bank
of India
Working
Capital
Facility
Working
Capital
dated July 28, 2009
read with Sanction
letter dated January 22,
2015
Working
Capital
Facility
Working
Capital
dated July 28, 2009
read with Sanction
2015
Working
Capital
Facility
Working
Capital
dated July 28, 2009
read with Sanction
28, 2014
Working
Capital
Facility
Working
Capital
dated July 28, 2009
read with Sanction
2015
Working
Capital
Facility
Working
Capital
dated July 28, 2009
read with Sanction
28, 2014
Working
Capital
Facility
Working
Capital
dated July 28, 2009
read with Sanction
28, 2014
Working
Capital
Facility
Working
Capital
dated July 28, 2009
read with Sanction
28, 2014
Purpose(1)
Amount
Amount
as at March
25, 2015(1)
(in ` crore)
Repayment
Date /
Schedule
Amount
proposed to
repaid out
of the Net
Proceeds
(In ` crore)

working capital and
general corporate
purpose
100.00
R e p a y m e n t 100.00
on May 29,
2015

working capital and
general corporate
purpose
100.00
R e p a y m e n t 100.00
on May 30,
2015

working capital and
general corporate
purpose
200.00
R e p a y m e n t 200.00
on May 30,
2015

working capital and
general corporate
purpose
100.00
R e p a y m e n t 100.00
on June 1,
2015

working capital and
general corporate
purpose
100.00
R e p a y m e n t 100.00
on June 1,
2015

working capital and
general corporate
purpose
100.00
R e p a y m e n t 100.00
on June 4,
2015

working capital and
general corporate
purpose
100.00
R e p a y m e n t 100.00
on June 5,
2015
37

Sr. Name of
Nature of Borrowing
No. the Lender
and date of the
Sanction Letter /
Document
14
State Bank
of India
15
State Bank
of India
16
HDFC
Bank
Limited
HDFC
Bank
Limited
HDFC
Bank
Limited
Original
purchaser
- HDFC
Trustee
Company
Private
Limited
Original
purchaser
- HDFC
Trustee
Company
Private
Limited
Original
purchaser SBI Mutual
Fund
Original
purchaser Sundaram
Ultra Short
Term Fund
Original
purchaser
- HDFC
Bank
Limited
17
18
19
20
21
22
23
Working
Capital
Facility
Working
Capital
dated July 28, 2009
read with Sanction
2015
Working
Capital
Facility
Working
Capital
dated July 28, 2009
read with Sanction
2015
Short term loan
Sanction letter dated
June 23, 2014
Short term loan
June 23, 2014
Short term loan
January 20, 2015
Commercial paper
Contract note dated
February 25, 2015
Purpose(1)
Amount
Amount
as at March
25, 2015(1)
(in ` crore)
Repayment
Date /
Schedule
Amount
proposed to
repaid out
of the Net
Proceeds
(In ` crore)

working capital and
general corporate
purpose
100.00
R e p a y m e n t 100.00
on June 10,
2015

working capital and
general corporate
purpose
100.00
R e p a y m e n t 100.00
on June 10,
2015
To be utilised for
working
capital
purpose only
To be utilised for
working
capital
purpose only
To be utilised for
working
capital
purpose only
-*
100.00
100.00
100.00
100.00
100.00
100.00
65.00
65.00
Repayment
on June 1,
2015
Repayment
on June 30,
2015
Repayment
on July 1,
2015
Repayment
on May 26,
2015
Commercial paper
-*
Contract note dated
February 25, 2015
35.00
35.00
R e p a y m e n t 35.00
on May 26,
2015
Commercial paper
-*
Contract note dated
February 25, 2015
100.00
100.00
R e p a y m e n t 100.00
on May 27,
2015
Commercial paper
-*
Contract note dated
February 23, 2015
100.00
100.00
R e p a y m e n t 100.00
on May 27,
2015
Commercial paper
-*
Contract note dated
March 23, 2015
300.00
300.00
R e p a y m e n t 300.00
on May 28,
2015
38
100.00
100.00
100.00
65.00

Sr. Name of
Nature of Borrowing
No. the Lender
and date of the
Sanction Letter /
Document
24
25
26
27
28
29
30
Original
purchaser
- HDFC
Bank
Limited
Original
purchaser DBS Bank
Limited
Original
purchaser State Bank
of India
Original
purchaser
- IDFC
Limited
Original
purchaser
- HDFC
Bank
Limited
Original
purchaser
- HDFC
Bank
Limited
Original
purchaser
- IDFC
Limited
Purpose(1)
Amount
Amount
as at March
25, 2015(1)
(in ` crore)
Repayment
Date /
Schedule
Amount
proposed to
repaid out
of the Net
Proceeds
(In ` crore)
Commercial paper
-*
Contract note dated
March 24, 2015
200.00
200.00
R e p a y m e n t 200.00
on June 2,
2015
Commercial paper
-*
Contract note dated
March 3, 2015
100.00
100.00
R e p a y m e n t 100.00
on June 4,
2015
Commercial paper
-*
Contract note dated
March 4, 2015
200.00
200.00
R e p a y m e n t 200.00
on June 8,
2015
Commercial paper
-*
Contract note dated
July 3, 2014
100.00
100.00
R e p a y m e n t 100.00
on June 29,
2015
Commercial paper
-*
Contract note dated
January 20, 2015
100.00
100.00
R e p a y m e n t 100.00
on June 29,
2015
Commercial paper
-*
Contract note dated
January 20, 2015
100.00
100.00
R e p a y m e n t 100.00
on June 30,
2015
Commercial paper
-*
Contract note dated
July 8, 2014
100.00
100.00
R e p a y m e n t 100.00
on June 30,
2015
(1) As certified by V.C.Venkatraman & Co., through its certificate dated March 27, 2015. Further, V.C. Venkatranan & Co. has
confirmed that these borrowings have been utilised for the purposes for which they were availed, as provided in the relevant
borrowing documents.
4. General Corporate Purposes
Our Company proposes to deploy the balance Net Proceeds aggregating ` 1,428.00 crore towards general corporate purposes,
subject to such utilization not exceeding 25% of the Net Proceeds, in compliance with the SEBI Regulations, including but not
limited to strategic initiatives, partnerships and joint ventures, meeting exigencies which our Company may face in the ordinary
course of business, meeting expenses incurred in the ordinary course of business and any other purpose as may be approved
by the Board or a duly appointed committee from time to time, subject to compliance with the necessary provisions of the
Companies Act.
Our management, in accordance with the policies of the Board, will have flexibility in utilizing any amounts for general
corporate purposes under the overall guidance and policies of our Board. The quantum of utilization of funds towards any of the
purposes will be determined by the Board, based on the amount actually available under this head and the business requirements
of our Company, from time to time.
39

Issue Expenses
The total expenses of the Issue are estimated to be approximately
` 70.00 crore. The break-up for the Issue expenses is as follows:
Sr.
No.
Activity
Expense
Proceeds under a separate head in our balance sheet along with

the relevant details, for all such amounts that have not been
utilised. Our Company will indicate investments, if any, of
unutilised Net Proceeds in the balance sheet of our Company
for the relevant Fiscals subsequent to finalisation of the basis of
allotment for the Issue.
Pursuant to Clause 49 of the Equity Listing Agreement, our
Company shall on a quarterly basis disclose to the Audit
Committee of the Board of Directors the uses and applications
of the Net Proceeds. The report submitted by the Monitoring
Agency will be placed before the Audit Committee of our
Company, so as to enable the Audit Committee to make
appropriate recommendations to the Board.
Furthermore, in accordance with Clause 43A of the Equity
Listing Agreement, our Company shall furnish to the Stock
Exchanges on a quarterly basis, a statement including material
deviations, if any, in the utilisation of the proceeds of the Issue
from the objects of the Issue as stated above. This information
will also be published in newspapers simultaneously with
the interim or annual financial results, after placing the same
before the Audit Committee. In the event that the Monitoring
Agency points out any deviation in the use of Net Proceeds
from the objects of the Issue stated above, or has given any
other reservations with respect to the end use of Net Proceeds,
our Company shall intimate the same to the Stock Exchanges
without delay.
Appraising Entity
None of the objects of the Issue for which the Net Proceeds will
be utilised have been appraised.
Other Confirmations
Except as stated above, no part of the proceeds of the Issue
will be paid by our Company to the Promoter, the Directors,
Associates, Group Companies or key management personnel,
except in the normal course of business.
Amount
(in `
crore)
Percentage Percentage
of Total
of Issue
Estimated
Size (%)
Issue
Expenditure
(%)
38.28
54.68
0.51
Fees of the
G C S L M s ,
Lead Managers
and
Co-Lead
Manager
and
Underwriting
commission
2
Fees to the
13.67
19.53
0.18
legal advisors,
other
service
providers and
statutory fees
3
Fees
of
0.14
0.20
0.00
Registrar to the
Issue
4
Printing
and
4.44
6.34
0.06
s t a t i o n e r y,
distribution,
p o s t a g e ,
Advertising
and marketing
expenses etc.
5
Other expenses
13.47
19.25
0.18
Total
Estimated
70.00
100.00
0.93
Issue Expenditure
(including Service
Tax)
Interim use of Net Proceeds
Pending utilization for the objects described above, our
Company, in accordance with the policies established by our
Board from time to time, will have the flexibility to deploy the
Net Proceeds. Our Company intends to deposit the Net Proceeds
with scheduled commercial banks included in the second
schedule of the Reserve Bank of India Act, 1934. We confirm
that pending utilization of the Net Proceeds for the objects of the
Issue, our Company shall not utilize the Net Proceeds for any
investment in the equity markets, real estate or related products.
Bridge Financing Facilities
Our Company has not raised any bridge loans from any bank or
financial institution as on the date of the Letter of Offer, which
are proposed to be repaid from the Net Proceeds.
Monitoring of Utilization of Funds
Our Company has appointed HDFC Bank as the Monitoring
Agency in relation to the Issue under the requirements of
Regulation 16 of the SEBI Regulations. Our Board and
Monitoring Agency will monitor the utilization of the Net
Proceeds. Our Company will disclose the utilization of the Net
OUR MANAGEMENT
Board of Directors
Our Companys Articles of Association provides that the
minimum number of Directors shall be three. As of the date of
the Letter of Offer, our Company has ten directors, of which
two Directors are Executive Directors and six Directors are
Independent Directors. Pursuant to the provisions of the
Companies Act, 2013 at least two-thirds of the total number
of Directors excluding the Independent Directors are liable to
retire by rotation, with one-third of such number retiring at each
annual general meeting. A retiring director is eligible for reelection. Further, the Independent Directors may be appointed
for a maximum of two terms of up to five consecutive years
each. Any re-appointment of Independent Directors shall, inter
alia, be on the basis of the performance evaluation report and
approved by the shareholders by way of a special resolution.
The quorum for meetings of our Board is one-third of the total
number of Directors, or two Directors, whichever is higher,
unless otherwise fixed by the Directors.
The following table sets forth details regarding our Board as of
the date of filing the Letter of Offer:
40

Name, Designation, Term, DIN, Occupation, and
Age
Business address
(in years)
Cyrus P Mistry
46
Designation: Non-Executive Chairman
Term: Not liable to retire by rotation
DIN: 00010178
Occupation: Company Director
Address: Sterling Bay, 103, Walkeshwar Road, Walkeshwar,
Mumbai 400 006
Nusli N Wadia
Designation: Non-Executive Independent Director
Term: Appointed as an Independent Director with effect
from July 31, 2014 up to February 14, 2019
DIN: 00015731
Occupation: Business
Address: Beach House, P. Balu Marg, Prabhadevi, Mumbai
400 025
71
Dr. Raghunath A Mashelkar

from July 31, 2014 up to December 31, 2017
DIN: 00074119
Occupation: Professional
Address: D-4, Varsha Park, Raghunath Bungalow, Baner
Road, Pune 411 045
72
Nasser Munjee
from July 31, 2014 up to July 30, 2019
DIN: 00010180
Address: Benedict Villa, House No. 471, Saudevado, Chorao
Island, Tiswadi Goa 403 102
62
41
Other Directorships
Other Directorships
(1) Cyrus Investments Private Limited
(2) Jaguar Land Rover Automotive Plc
(3) Sterling Investment Corporation Private Limited
(4) Tata AG, Zug
(5) Tata America International Corporation
(6) Tata Chemicals Limited
(7) Tata Consultancy Services Limited
(8) Tata Enterprises (Overseas) AG, Zug
(9) Tata Global Beverages Limited
(10) Tata Industries Limited
(11) Tata International AG, Zug
(12) Tata Limited
(13) Tata Sons Limited
(14) Tata Steel Limited
(15) The Tata Power Company Limited
(16) Tata Teleservices Limited
(17) The Indian Hotels Company Limited
Other Directorships
(1) The Bombay Dyeing & Manufacturing Company
Limited
(2) Wadia Techno-Engineering Services Limited
(4) The Bombay Burmah Trading Corporation
Limited
(6) Britannia Industries Limited
(7) Go Airlines (India) Limited
(8) Go Investments & Trading Private Limited
(9) Leila Lands SDN Bhd (Malaysia)
(10) Strategic Food International Company LLC,
Dubai, U.A.E.
(11) Strategic Brand Holdings Co. Ltd., UAE
(12) Al Sallan Food Industries Co. SAOG, Oman
(13) Al Fayafi General Trading Co. LLC, UAE
(14) Britannia and Associates (Dubai) Private Limited
Other Directorships
(1) Reliance Industries Limited
(2) Thermax Limited
(3) KPIT Technologies Limited
(4) Sakal Papers Private Limited
(5) Piramal Enterprises Limited
(6) Vyome Bioscience Private Limited
(7) Invictus Oncology Private Limited
(8) Reliance GeneMedix Plc., Ireland
Other Directorships
(1) ABB India Limited
(2) Ambuja Cements Limited
(3) Britannia Industries Limited
(4) Cummins India Limited
(5) DCB Bank Limited
(6) HDFC Limited
(7) Go Airlines (India) Limited
(9) Tata Motors Finance Limited
(10) Tata Chemicals North America Inc, USA
(11) Jaguar Land Rover Automotive plc
(12) Aarusha Homes Private Limited

Name, Designation, Term, DIN, Occupation, and
Age
Business address
(in years)
Subodh Bhargava
72
from July 31, 2014 up to March 29, 2017
DIN: 00035672
Address: A-15/1, DLF City Phase -I, Gurgaon 122002,
Haryana
Vinesh K Jairath
from July 31, 2014 up to July 30, 2019
DIN: 00391684
Address: 194-B, Kalpataru Horizon, S.K. Ahire Marg, Worli,
Mumbai 400 018
Dr. Ralf Speth
Designation: Non-Executive Director and Non-Independent
Director
Term: Liable to retire by rotation
DIN: 03318908
Occupation: Chief Executive Officer
Address: Kranzenhornweg 5 C, 83064 Raubling, Germany
56
Falguni S Nayar
from July 31, 2014 upto July 30, 2019
DIN: 00003633
Address: Flat No. 9, Rushilla 5th Floor, Carmichael Road,
Mumbai 400 026
Ravindra Pisharody
Designation: Executive Director (Commercial Vehicles)
Term: Appointed for a period of five years with effect from
June 21, 2012, liable to retire by rotation
DIN: 01875848
Occupation: Service
Address: Hill Park Estate, Flat No. 9, 2nd Floor, Block No. 1,
AG Bell Road, Malabar Hill, Mumbai 400 006
52
Satish B Borwankar
Designation: Executive Director (Quality)
Term: Appointed for a period of five years with effect from
June 21, 2012, liable to retire by rotation
DIN: 01793948
Occupation: Service
Address: Flat No. H 22, VOILA S No. 118/3-5, Warje, Near
Cipla Hospital, Kothrud, Mumbai - Bangalore Highway,
Pune 411 052
62
59
59
42
Other Directorships
Other Directorships
(1) Tata Communications Limited
(3) TRF Limited
(4) GlaxoSmithKline Consumer Healthcare Limited
(5) Batliboi Limited
(6) Larsen & Toubro Limited
(7) Tata Communications International Pte Ltd.
(8) Tata Communications Services (International) Pte
Ltd.
(9) SunBorne Energy Holdings LLC
Other Directorships
(1) Indiabulls Real Estate Limited
Other Directorships
(1) Jaguar Land Rover Automotive PLC
(2) Jaguar Land Rover Limited
(3) Jaguar Land Rover Holding Limited
(4) Spark44 (JV) Limited
(5) ACEA-Belgium and Brussels
(6) Bladon Jets
(7) Confederation of British Industry (CBI)
(8) Sun Catalytix Corporation
(9) Society Motors Manufacturers & Traders
Other Directorships
(1) Dabur India Limited
(2) ACC Limited
(3) FSN Ecommerce Ventures Private Limited
(4) Heritage View Developers Private Limited
(5) Valleyview Probuild Private Limited
(6) Sea View Probuild Private Limited
Other Directorships
(1) Tata Marcopolo Motors Limited
(2) Tata Cummins Private Limited
(3) Tata International Limited
(4) Tata Motors Finance Limited
(5) Automobile Corporation of Goa Limited
(6) Tata Hispano Motors Carrocera SA
(7) Tata Hispano Motors Carrocerries Maghreb SA
(8) Tata International Singapore Pte Limited
(9) Nita Company Limited
(10) Tata Motors (SA) (Pty) Limited
(11) Tata Daewoo Commercial Company Limited
(12) Tata Motors (Thailand) Limited
Other Directorships
(1) Tata Cummins Private Limited
(2) TML Drivelines Limited
(3) Tata Marcopolo Motors Limited
(4) Jaguar Land Rover India Limited
(5) TAL Manufacturing Solutions Limited
(6) Tata Motors (Thailand) Limited
(7) Tata Daewoo Commercial Vehicle Company
Limited

Relationship between the Directors
None of our Directors are related to each other.
Brief Biographies
Cyrus P. Mistry is the Chairman and Nominee Director of our
Company. He holds a bachelors degree in Civil Engineering
from Imperial College London and Masters in Science degree
in Management from London Business School. He was
bestowed with the Alumni Achievement Award by the London
Business School. He was previously the Managing Director of
Shapoorji Pallonji group and was responsible for building the
infrastructure development division in the Shapoorji Pallonji
group. He has experience in the field of real estate construction
and investment industries. He was appointed as a Director
with effect from May 29, 2012 and as Deputy Chairman of our
Company with effect from November 7, 2012. He took over as
Chairman as our Company with effect from December 28, 2012.
He was appointed as a nominee Director of Tata Steel Limited
with effect from May 29, 2013.
Nusli N Wadia is an Independent Director of our Company. He
was educated in the UK and is the chairman of The Bombay
Dyeing & Manufacturing Company Limited and heads the
Wadia Group. He is also the chairman / trustee of various
charitable institutions and non-profit organizations. He was
appointed as an Independent Director of our Company with
effect from December 22, 1998.
Dr. Raghunath A Mashelkar is an Independent Director of
our Company. He holds a Doctor of Philosophy in Chemical
Engineering from the Bombay University. He is an eminent
chemical engineering scientist and retired from the post of
Director General from the CSIR. He is also the President
of Indian National Science Academy, National Innovation
Foundation, Institution of Chemical Engineers, UK and
Global Research Alliance. The President of India honoured Dr.
Mashelkar with the Padmashri in 1991, the Padmabhushan in
2000 and the Padma Vibhushan in 2014. He was appointed as an
Independent Director of our Company with effect from August
28, 2007.
Nasser Munjee is an Independent Director of our Company.
He holds a Bachelors degree and a Masters degree from the
London School of Economics, UK. He has served with HDFC
for over 20 years at various positions including as its Executive
Director. He was the Managing Director of Infrastructure
Development Finance Company Limited up to March 2004.
He has been the Chairman of Development Credit Bank since
June, 2005 and is also on the board of directors of various
multinational companies and trusts. He is a Technical Advisor
on the World Bank-Public Private Partnership Infrastructure and
Advisory Fund. He was appointed as an Independent Director of
our Company with effect from June 27, 2008.
Subodh Bhargava is an Independent Director of our Company.
He holds a degree in Mechanical Engineering from the University
of Roorkee. He retired from Eicher Group of Companies as
Group Chairman and Chief Executive in March 2000. He was
previously the President of the Confederation of Indian Industry
and the Association of Indian Automobile Manufacturers and
the Vice President of the Tractor Manufacturers Association. He
is currently associated as a director of several Indian corporates,
including Tata Communications Limited and Tata Steel Limited.
He was appointed as an Independent Director of our Company
with effect from June 27, 2008.
Vinesh K Jairath is an Independent Director of our Company.
He holds a Bachelor of Arts Degree in Public Administration
and Bachelor of Laws Degree, both from the Punjab University,

a Masters in Economics from the University of Manchester,
UK and joined Indian Administrative Service in 1982. He has
served as the Principal Secretary (Industries) of the Government
of Maharashtra and has over 25 years of experience in public
administration, rural development, poverty alleviation,
infrastructure, finance, industry, urban development and
environmental management occupying various important
positions in the Government of India and the State Government
of Maharashtra. He was appointed as an Independent Director
of our Company with effect from March 31, 2009.
Dr. Ralf Speth is a Non-Executive Director of our Company.
He holds a degree in Engineering from Rosenheim University,
Germany and holds a Doctorate of Engineering in Mechanical
Engineering and Business Administration from Warwick
University. He was appointed to the post of Chief Executive
Officer at Jaguar Land Rover on February 18, 2010. He is
on the Board of Directors of Jaguar Land Rover Automobile
PLC, UK. Having served BMW for 20 years, he joined Ford
Motor Companys Premier Automotive Group as Director of
Production, Quality and Product Planning. He was appointed
as a Non-Executive Director of our Company with effect from
November 10, 2010.
Falguni S Nayar is an Independent Director of our Company.
She holds a bachelors degree in Commerce from the Mumbai
University and a post graduate diploma in Management from
Indian Institute of Management, Ahmedabad. She has spent
over 19 years with Kotak Mahindra Bank with the last six
years as Managing Director and Chief Executive Officer of
Kotak Investment Bank. She is currently the founder and Chief
Executive Officer of Nykaa.com, an online shopping website
for beauty and wellness products and also offers an online
magazine, expert advice and virtual makeover tools. She was
recognised as the Top Business Woman by Business Today in
2009 and 2011 and has received the FICCI Ladies Organisation
award for Top Woman Achiever in the field of banking in 2008.
She was appointed as an Independent Director of our Company
with effect from May 29, 2013.
Ravindra Pisharody is the Executive Director (Commercial
Vehicles) of our Company. He is an alumnus of Indian Institute
of Technology, Kharagpur and Indian Institute of Management,
Kolkata. He joined Tata Motors as Vice President Commercial
Vehicles (Sales & Marketing), in 2007. He is also on the board
of various Tata Motors group companies. Before joining our
Company, he worked with Castrol Limited, a subsidiary of BP
Plc, and with Philips India, a subsidiary of the Dutch company
in various roles. He was appointed as the Executive Director
(Commercial Vehicles) of our Company with effect from June
21, 2012.
Satish B Borwankar is the Executive Director (Quality) of
our Company. He holds a bachelors degree in Mechanical
Engineering from Indian Institute of Technology, Kanpur.
He started his career with Tata Motors in 1974, as a graduate
engineer trainee. He has worked in various executive positions,
for overseeing and implementing product development,
manufacturing operations and quality control initiatives of the
commercial vehicles business unit. He has played a significant
role in setting up greenfield projects of our Company. He was
appointed as the Executive Director (Quality) with effect from
June 21, 2012.
For details see Our Management beginning on page 84 of the
Letter of Offer.
43

(i) Automotive operations
Automotive operations are most significant segment, accounting
for 99.5% of our total revenues during both nine months ended
December 31, 2014 and 2013, respectively. For the nine months
ended December 31, 2014, revenue from automotive operations
before inter-segment eliminations increased by 16.6% or
` 27,609.56 crore to ` 194,255.03 crore as compared to `
1,66,645.47 crore during the nine months ended December 31,
2013.
Automotive operations include:
activities relating to the development, design, manufacture,
assembly and sale of vehicles as well as related spare parts
and accessories;
distribution and service of vehicles; and
financing of our vehicles in certain markets.
Our total sales (including international business sales and Jaguar
Land Rover sales) during the nine months ended December 31,
2014 and 2013 are set forth in the table below:
RELATED PARTY TRANSACTIONS

For details of related party transactions, see Related Party
Disclosures for the year ended March 31, 2014 and Related
Party Disclosures on pages A-63 and A-96 respectively of the
Letter of Offer.
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS
This section includes the following:
1. Managements discussion and analysis of financial
conditions and results of operation prepared on the
limited reviewed consolidated financial statements of our
Company for the nine months ended December 31, 2014
prepared in accordance with the Indian GAAP; and
conditions and results of operation prepared on the audited
consolidated financial statements of our Company as at
and for the year ended March 31, 2014 in accordance with
the Indian GAAP.
limited reviewed consolidated financial statements of
our Company for the nine months ended December 31,
2014 prepared in accordance with the Indian GAAP
Overview
We primarily operate in the automotive segment. The acquisition
of Jaguar Land Rover business has enabled us to enter the
premium car market. We continue to focus on profitable
growth opportunities in global automotive business, through
new products and market expansion. We continue to focus on
integration, and synergy through sharing of resources, platforms,
facilities for product development and manufacturing, sourcing
strategy, mutual sharing of best practices.
During the nine months ended December 31, 2014 our total
revenue (net of excise duties) including finance revenues
increased by 16.5% or ` 27,703.77 crore to ` 195,220.29 crore
from ` 167,516.52 crore during the nine months ended December
31, 2013. During the nine months ended December 31, 2014,
net profit after tax (post minority interest and share of profit /
loss (net) of associates) increased by 21.8% or ` 2,197.06 crore
to ` 12,269.79 crore from ` 10,072.73 crore during the nine
months ended December 31, 2013. Our business segments are
(i) automotive operations; and (ii) other operations as described
further below. The table below sets forth the breakdown in
revenue between automotive operations and other operations
for the nine months ended December 31, 2014 and 2013 and the
percentage change from period to period.
Automotive operations
Other Operations
Inter-segmenteliminations
Total
Category
Passenger Cars
Utility Vehicles
Light Commercial
Vehicles
Medium and Heavy
1,09,795 15.1
97,761 12.8
Commercial Vehicles
Total
7,28,476 100.0 7,62,695 100.0
Our automotive operations segment is further divided into
(i) Tata and other brand vehicles (including vehicle financing
thereof); and (ii) Jaguar Land Rover. During the nine months
ended December 31, 2014, Jaguar Land Rover contributed
83.4% of our total automotive revenue (before intra-segment
elimination), compared to 81.0% of total automotive revenue
(before intra-segment elimination) during the nine months ended
December 31, 2013. The remaining 16.6% of total automotive
revenue during the nine months period ended December 31,
2014 (before intra-segment elimination) was contributed by
Tata and other brand vehicles, compared to 19.0% of total
automotive revenue (before intra-segment elimination) for the
nine months ended December 31, 2013.
Revenue from Tata and other brand vehicles (including vehicle
financing thereof) and Jaguar Land Rover for nine months
ended December 31, 2014 and 2013 and the percentage change
from period to period (before intra-segment eliminations) is set
forth in the below table.
Nine months ended December 31,

2014
2013
%
of
Change
(` in crore)
1,94,255.03 1,66,645.47
16.6
1,996.78
1,821.00
9.7
(1,031.52)
(949.95)
8.6
1,95,220.29 1,67,516.52
Nine months ended December

31,
2014
2013
Units
%
Units
%
1,45,296 19.9 1,52,763 20.0
3,05,683 42.0 2,76,292 36.3
1,67,702 23.0 2,35,879 30.9

2014
2013
% of
Change
(` in crore)
Tata and other brand
32,203.75
31,633.28
1.8
vehicles
Jaguar Land Rover
1,62,136.66 1,35,052.49
20.1
16.5
44

Tata and other brands vehicles (including vehicle financing
thereof)
India is a major market for Tata and other brand vehicles
(including vehicle financing thereof). During the nine months
ended December 31, 2014, there was, generally, a slight and
gradual economic recovery in the geographic markets in which
Tata and other brands vehicles segment has operations. However,
competitive pressure continues across all major products of the
Tata and other brands vehicle segment leading to decrease in
vehicles sales volumes.
During the nine months ended December 31, 2014, the Indian
economy experienced a GDP growth of 7.4%, compared to 6.9%
in Fiscal 2014 (based on data from the Ministry of Statistics
and Program Implementation). The IIP in India grew by 2.1%
during the nine months ended December 31, 2014, compared to
flat growth during the nine months ended December 31, 2013.
Relatively low growth in industrial activity in India was broadbased and was mainly due to factors such as the poor growth
of consumer goods sector, where consumer durables contracted
by 15.2% during the nine months ended December 31, 2014
compared to 12.9% during the nine months ended December 31,
2013. Furthermore, aggregate demand has experienced sluggish
growth as measured by factors such as demand for capital
goods, which grew by 4.8% during the nine months ended
December 31, 2014 compared to 0.4% during the nine months
ended December 31, 2013.
The Indian automobile industry experienced a growth of 1.8%
in the nine months ended December 31, 2014, as compared to
negative growth of 7.3% for the nine months ended December
31, 2013. Falling crude oil prices, lower inflation, resumption
of manufacturing and mining activities and lower interest rates
appear to be helping the Indian auto industry revive after two
years of decline.
Nevertheless, demand in the LCV product category was affected
due to the lack of financing for potential customers in the nine
months ended December 31, 2014. In addition, high default
rates for loans along with early delinquencies has led financiers
to tighten lending norms - for example, by lowering the loanto-value ratio on new financing and by focusing on collection
of existing loans instead of extending new loans for small
commercial vehicles.
The following table sets forth our total sales of Tata and other
brand vehicles:
Commercial vehicles in India

Industry sales in the M&HCV category grew by 10.6% to
1,60,189 units during the nine months ended December 31, 2014
as compared to sales of 1,44,855 units for the nine months ended
December 31, 2013, due to stable freight rates across key routes,
lowering of diesel prices, increased quantity of cargo transported
and a renewal of mining activities in states of Karnataka and
Goa. However, the LCV segment for the nine months ended
December 31, 2014 contracted by 20.2% to 3,06,127 units from
3,83,846 units for the nine months ended December 31, 2013,
mainly led by lower availability of freight, financing defaults
and tightened lending norms all of which continues to impede
the recovery in the LCV segment. These factors resulted in
decline in the industry-wide sales of commercial vehicles by
11.8% during the nine months ended December 31, 2014,
compared to the nine months ended December 31, 2013.
Sales of our commercial vehicles in India decreased by 20.5%
to 2,34,522 units for the nine months ended December 31, 2014
from 2,95,013 units for the nine months ended December 31,
2013. Our Companys sales in the M&HCV category grew by
8,533 units or 10.6% to 88,840 units during the nine months
ended December 31, 2014 as compared to sales of 80,307 units
for the nine months ended December 31, 2013. However, our
sales in the LCV segment for the nine months ended December
31, 2014 declined by 32.1% to 1,45,682 units from 2,14,706
units for the nine months ended December 31, 2013.
Passenger vehicles in India
The passenger vehicle industry in India experienced growth of
5.8% for the nine months ended December 31, 2014, compared
to a decline of 4.9% for the nine months ended December
31, 2013. The growth in sales volumes was reflected across
passenger vehicle segments. Increased demand in the passenger
vehicle industry was primarily attributable to reduced fuel
prices and improvement in consumer sentiment.
Notwithstanding growth in the Indian passenger vehicle sector,
our passenger vehicle sales in India decreased by 10.8% to
101,204 units for the nine months ended December 31, 2014
from 113,500 units for the nine months ended December 31,
2013 due to fewer new product offerings compared to our
competitors. Our passenger vehicle categories consist of:
(i) UVs and (ii) passenger cars. In the UV category, we sold
19,139 units for the nine months ended December 31, 2014,
representing a decrease of 20.2% from 23,971 units for the nine
months ended December 31, 2013. We sold 82,065 units in the
passenger car category during the nine months ended December
31, 2014, representing a decrease of 8.3% compared to 89,529
units during the nine months ended December 31, 2013. We
sold 16,060 Nano cars during the nine months ended December
31, 2014, a decrease of 9.4% compared to 17,730 units for the
On August 12, 2014, we launched Zest, the all new stylish
compact sedan and sold 16,027 vehicles during the period
August 12, 2014 to December 31, 2014.
International Markets
Our overall sales in international markets increased by 13.2%
to 49,754 units for the nine months ended December 31, 2014
compared to 43,943 units for the nine months ended December
31, 2013. Our Companys exports of vehicles manufactured in
India increased by 17.7% for the nine months ended December
31, 2014 to 39,213 units from 33,317 units for the nine months
ended December 31, 2013. The improvement of the geo-political
situation in the SAARC region has contributed to an upsurge in
investment in capital goods, which has helped us to improve
Category

2014
2013
Units
%
Units
%
Passenger Cars
87,756 22.8
94,107 20.8
Utility Vehicles
20,227
5.2
24,709
5.5
Light
Commercial
1,67,702 43.5 2,35,879 52.1
Vehicles
Medium and Heavy
1,09,795 28.5
97,761 21.6
Commercial Vehicles
Total
3,85,480 100.0 4,52,456 100.0
Our overall vehicle sales decreased by 14.8% to 3,85,480
units during the nine months ended December 31, 2014 from
4,52,456 units during the nine months ended December 31,
2013. Revenue (before intra-segment elimination) increased
by 1.8% to Rs.32,203.75 crores during the nine months ended
December 31, 2014, compared to Rs.31,633.28 crores during
the nine months ended December 31, 2013.
45

volumes in this region generally, particularly in Bangladesh. In
addition, launch of new models in the Middle East and Africa
region along with opening up of new markets in these regions
contributed to an increase in international sales volumes.
TDCV, our subsidiary company, is engaged in design,
development and manufacturing of M&HCVs, recorded a 1.5%
increase in its overall vehicle sales to 7,968 units for the nine
months ended December 31, 2014, from 7,851 units for the nine
months ended December 31, 2013. TDCV exported 2,841 units
for the nine months ended December 31, 2014, compared to
3,125 units for the nine months ended December 31, 2013, a fall
of 9.1%. Sluggish market conditions in Russia, South Africa,
Algeria and Laos due to adverse socio-political conditions
were partially offset by increase in volumes in Vietnam. The
Ukraine crisis and financial sanctions contributed to sluggish
market conditions in Russia, which affected currency exchange
rates and lessened demand for automobiles and for new large
projects. The over-all sales in South Africa have been affected by
the depreciation of the South African Rand and overall limited
economic growth. In Algeria and Laos, vehicle demand has
been affected by continued political and economic uncertainties
and general economic conditions and the absence of major
projects. In Vietnam, TDCV has been able to develop new
fleet customers to take advantage of shift in demand to more
lightweight commercial vehicles due to stricter application
of vehicles weight regulations. In the South Korean market,
TDCVs sales have increased by 8.5% from 4,726 units for the
nine months ended December 31, 2013 to 5,127 units for the
nine months ended December 31, 2014, primarily due to higher
sales in October to December 2014, due to emission norms
effective from January 1, 2015.
Jaguar Land Rover
The total sales of Jaguar Land Rover during nine months ended
December 31, 2014 and 2013 are set forth in the table below:
Category
2014
2013
Units
%
Units
%
Jaguar
57,540
16.8 58,656
18.9
Land Rover
2,85,456
83.2 2,51,583
81.1
Total
3,42,996
100.0 3,10,239
100.0
During the nine months ended December 31, 2014, Jaguar Land
Rover continued to experience growth in all its geographical
markets; including both developing and developed markets,
and particularly in the United Kingdom. However, economic
conditions have been unfavorable in Europe and in some other
markets, particularly Russia. Overall, the volume growth has
been driven by the strong sales of Range Rover, Range Rover
Sport and the Jaguar F-TYPE.
Retail volumes for the nine months ended December 31, 2014
were 3,37,902 units, an increase of 9.2% compared to the nine
months ended December 31, 2013. Retail volumes for the
nine months ended December 31, 2014 were 57,539 units for
Jaguar and 2,80,363 units for Land Rover, a growth of 1.9%
and 10.8%, respectively from 56,491 units and 2,53,044 units
respectively, for the nine months ended December 31, 2013.
Retail volumes in China increased by 25.8% in the nine months
ended December 31, 2014 from 73,510 units to 92,443 units, as
compared to the nine months ended December 31, 2013. Retail
volumes in the Asia Pacific region increased by 17.7% to 19,460
units in the nine months ended December 31, 2014 from 16,539
units for the nine months ended December 31, 2013. Retail
volumes in the United Kingdom increased by 11.9% to 58,041

units for the nine months ended December 31, 2014 from
51,890 units for the nine months ended December 31, 2013.
Retail volumes in North America decreased by 1.2% to 55,058
units for the nine months ended December 31, 2014 compared
to 55,748 units for the nine months ended December 31, 2013,
primarily due to the lack of available Freelander inventory and
a production scheduling mismatch between supply and demand.
Retail volumes in the rest of Europe market, increased by 6.0%
to 61,384 units for the nine months ended December 31, 2014
compared to 57,928 units for the nine months ended December
31, 2013, primarily due to the strong sales of the Range Rover,
Range Rover Sport and the Jaguar F-TYPE, partially offset by
the lack of available Freelander inventory. Retail volumes in the
rest of the world market, declined by 4.5% to 51,516 units for
the nine months ended December 31, 2014 compared to 53,920
units for the nine months ended December 31, 2013, primarily
as a consequence of adverse economic and political conditions
impacting sales in Russia, Brazil and South Africa.
Wholesale volumes for the nine months ended December 31,
2014 was 3,42,996 units, an increase of 10.6% from 3,10,239
units for the nine months ended December 31, 2013. Wholesale
volumes for Jaguar in the nine months ended December 31, 2014
declined by 1.9% to 57,540 units from 58,656 units sold during
nine months ended December 31, 2013. Wholesale volumes for
Land Rover for the nine months ended December 31, 2014 was
285,456 units, an increase of 13.5% from 2,51,583 units for the
nine months ended December 31, 2013, driven by the strong
sales of all models partially offset by Production run out of the
Freelander as well as favorable market mix, most notably strong
sales in China.
The premium and luxury vehicles sector in India has experienced
a growth during the nine months ended December 31, 2014. We
sold 2,046 units of Jaguar and Land Rover in India in the nine
months ended December 31, 2014 as compared to 1,992 units
in the nine months ended December 31, 2013 resulting in an
increase of 2.7%.
(ii) Other operations
The other operations business segment includes IT, machine
tools and factory automation solutions, and investment
business. During the nine months ended December 31, 2014,
revenue from other operations before inter-segment eliminations
was ` 1,996.78 crore compared to ` 1,821.00 crore during nine
months ended December 31, 2013. Segment results before other
income, finance cost, tax and exceptional items (before intersegment eliminations) was ` 253.43 crore for the nine months
ended December 31, 2014 as compared to ` 174.55 crore for
Results of operation
The following table sets forth selected line items from our
Companys condensed consolidated statements of income for the
periods indicated and shows these items as a percentage of total
revenues.
46
Revenue from operations net of

excise duty
Expenditure:
Cost of material consumed
(including change in stock)
Employee Cost
Percentage to Revenue
from operations
For nine months ended
December 31,
2014
2013
100
100
61.2
61.7
9.6
9.3

Cost of material consumed is at 61.7% during the nine months
ended December 31, 2014 compared to 62.5% during the nine
months ended December 31, 2013 of total revenue (excluding
income from vehicle financing). At our Company, raw
material cost was 75.8% of net revenue as compared to 74.4%,
representing an increase of 140 basis points, mainly attributable
to higher M&HCV sales and increase in variable marketing
expenses. For Jaguar Land Rover, the raw material cost was
60.5% of revenue during the nine months ended December
31, 2014 compared to 60.8% during the nine months ended
December 31, 2013, representing a reduction of 30 basis points.
The reduction is mainly attributable to product mix and cost
reduction programmes.
Employee Cost was ` 18,765.84 crore for the nine months
ended December 31, 2014 as compared to ` 15,529.11 crore
for the nine months ended December 31, 2013 an increase of `
3,236.73 crore. Of the increase ` 738.71 crore (approximately)
relates to unfavourable translation of Jaguar Land Rover from
GBP to Indian Rupee. At Jaguar Land Rover the increase in
employee cost is attributable to increases in the permanent
and contractual head count to support the increase in sales
volume, new launches and product development projects. At our
Company, the employee cost was increased to ` 2,255.26 crore
during the nine months ended December 31, 2014 as compared
to ` 2,164.68 crore during the nine months ended December 31,
2013, mainly related to normal yearly revisions. Due to lower
volumes at our Company, salary cost as a % to revenue is higher
at 8.8% during the nine months ended December 31, 2014 as
compared to 8.4% during the nine months ended December
31, 2013. Our Company has initiated steps to rationalize the
manpower strength for our Company.
Manufacturing and Other Expenses include all works
operation, indirect manufacturing expenses, freight cost, fixed
marketing costs and other administrative costs. These expenses
have increased to ` 35,633.54 crore from ` 31,934.19 crore
during the nine months ended December 31, 2013. As explained
above, each line item includes the element of unfavourable
translation of Jaguar Land Rover (approximately ` 1,585.73
crore). The increases are mainly driven by increased volumes at
Jaguar Land Rover.
The breakup is given below -
Manufacturing and other

18.3
19.1
expenses (net)
Amount Capitalised
(5.8)
(5.9)
Total Expenditure
83.3
84.2
Other Income
0.3
0.3
Profit before Exceptional Items,
17.0
16.1
Depreciation, Interest and Tax
Depreciation and Amortisation
5.9
5.8
(including product development /
engineering expenses written off)
Finance costs
1.5
1.8
Exceptional Item Loss
0.0
0.3
Profit before Tax
9.6
8.2
Revenue
During the nine months ended December 31, 2014, our total
revenue (net of excise duties, where applicable) including
finance revenues increased by 16.5% or ` 27,703.77 crore to `
1,95,220.29 crore from ` 1,67,516.52 crore for the nine months
ended December 31, 2013.
The increase for revenue was primarily driven by our Jaguar
Land Rover business, where revenue increased by 20.1% from `
1,35,052.49 crore for the nine months ended December 31, 2013
to ` 1,62,136.66 crore for the nine months ended December 31,
2014, due to sales volume increases across products and markets
most notably in China and United Kingdom. The revenue also
reflect an increase on account of favourable currency translation
from GBP to Indian Rupees of ` 7,880.07 crore pertaining to
Jaguar Land Rover.
The revenue for Tata and other brand vehicles (including
financing thereof) also marginally increased by 1.8% from `
31,633.28 crore for the nine months ended December 31, 2013
to ` 32,203.75 crore for the nine months ended December 31,
2014. This was due to increase in sales outside India (of vehicles
manufactured in India) by 17.8% to ` 2,650.12 crore for the nine
months ended December 31, 2014 from ` 2,250.57 crore for the
nine months ended December 31, 2013. Revenue from vehicles
sales of TDCV increased by 12.2% from ` 3,569.19 crore for
the nine months ended December 31, 2013 to ` 4,002.86 crore
for the nine months ended December 31, 2014, mainly due to
increase in domestic volumes. However, revenues (net of excise
duty) from vehicle sales manufactured in India decreased to `
from ` 27,928.46 crore for the nine months ended December 31,
2013, due to lower sales volume of commercial and passenger
vehicles in India as explained above. Further, revenue from
our vehicle financing operations decreased by 25.1% to `
from ` 2,204.44 crore for the nine months ended December 31,
2013, arising primarily due to generation of fewer automotive
financing in India resulting in reduction of finance revenue.
Cost of materials consumed (including change in stock)
Consumption of raw materials

and components
Purchase of product for sale
Change in finished goods and
Work-in-progress
Total
Processing charges
Stores, spare parts and tools
consumed
Freight, transportation, port
charges, etc.
Repairs to buildings
Repairs to plant, machinery,
etc.
Power and fuel
Rent
Rates and taxes
Insurance
Publicity
For nine months ended

December 31,
2014
2013
(` in crore)
1,11,805.29
97,654.08
9,314.75
(1,718.48)
7,748.86
(2,100.29)
1,19,401.56
1,03,302.65
47
For nine months period

ended December 31,
2014
2013
(` in crore)
783.00
834.84
1,330.74
1,193.91
5,623.77
4,847.48
81.41
346.11
57.08
181.42
807.90
383.37
256.20
202.05
6,170.02
802.93
338.46
196.32
206.08
5,919.90
Works operation and other

expenses
Excise Duty on change in
Stock-in-trade
Manufacturing and Other
Expenses
Depreciation and Amortization (including product

development / engineering expenses written off): During nine
months ended December 31, 2014, expenditure increased to `
11,595.05 crore from ` 9,741.31 crore for nine months ended
December 31, 2013. The increase in depreciation expenses
during the nine months ended December 31, 2014 was on
account of asset additions mainly, the launch of Ingenium
engines at Wolverhampton and expenses attributable to plant
and equipment and tooling (mainly towards capacity and new
products). The amortization expenses have gone up from `
4,009.97 crore during nine months ended December 31, 2013 to
` 4,928.61 crore during nine months ended December 31, 2014,
mainly relates to product development cost capitalized and new
products introduced during the nine months ended December 31,
2014 and Fiscal 2014, primarily, the Jaguar F-TYPE coupe and
all-wheel drive derivatives, the new Discovery Sport, the Tata
Zest and Ultra Trucks. The expenditure on product development
/ engineering cost written off has increased by ` 274.55 crore. As
explained above, there was an element of increase representing
unfavourable translation impact of ` 485.15 crore of GBP to
Indian Rupee.
Finance Cost decreased by 4.5% to ` 2,929.20 crore during the
nine months ended December 31, 2014 from ` 3,066.23 crore
in the nine months ended December 31, 2013. The decrease
during finance cost is primarily at Jaguar Land Rover from `
610.52 crore during the nine months ended December 31, 2013
to ` 194.30 crore during the nine months ended December 31,
2014 which mainly represented refinancing of 8.125% senior
notes due 2018 in March 2014 at lower interest rates which was
partially offset by the issuance of additional 4.25% senior notes
due 2019 in October 2014. At TML Holdings Pte Ltd Singapore,
it has increased by ` 169.21 crore to ` 230.80 crore during the
nine months ended December 31, 2014 from ` 61.59 crore in
the nine months ended December 31, 2013 due to issue of US$
300 million, 5.75% Senior Notes due 2021 during nine months
ended December 31, 2014 and issuance of SG$ 350 million
4.25% Senior Notes due 2018 equivalent and US$ 600 million
syndicated loan facility (with equivalent US$ 300 million due
in November 2017 and equivalent US$ 300 million due in
November 2019) during nine months ended December 31, 2013.
At our Company, it has increased by ` 88.07 crore to ` 1,103.03
crore during the nine months ended December 31, 2014 from
` 1,014.96 crore in the nine month ended December 31, 2013.
Exceptional Items
For nine months period

ended December 31,
2014
2013
19,588.71
17,344.27
60.26
11.50
35,633.54
31,934.19
However, in terms of % to revenue, this has decreased to 18.3%

during the nine months ended December 31, 2014 as compared
from 19.1% during the nine months ended December 31, 2013.
i. Processing charges were mainly incurred by our Company,
where mainly due to volume contraction, the expenditure
was lower.
ii. Freight, transportation, port charges etc. have increased,
mainly at Jaguar Land Rover, in view of increase in
volumes in the overseas markets predominantly in China.
iii. The publicity expenses increase, mainly related to new
product launches (new Range Rover, the new Range Rover
Sport, The Range Rover Evoque, the F-Type, smaller
powertrain derivatives of XF and XJ models as well as the
XF Sport brake at Jaguar Land Rover and the Ultra trucks,
Tata Zest and Bolt at our Company) and ongoing product /
brand campaigns.
iv. The works operation and other expenses have decreased
to 10.0% during the nine months ended December 31,
2014 from 10.3% during the nine months ended December
31, 2013 of net revenue. While a part of revenue relates
to volumes, the increase were in engineering expenses
at Jaguar Land Rover, computer expenses, provision and
write off of finance receivable partly offset by exchange
gain on trading activities at Jaguar Land Rover.
Amount capitalised represents expenditure transferred to
capital and other accounts allocated out of employee cost
and other expenses, incurred in connection with product
development projects and other capital items. The expenditure
transferred to capital and other accounts has increased to `
11,406.44 crore during the nine months ended December
31, 2014 from ` 9,875.98 crore during nine months ended
December 31, 2013, mainly on account of various product
development projects undertaken by our Company and Jaguar
Land Rover, for introduction of new products, development of
engine and products variants.
Other Income was ` 653.57 crore during nine months ended
December 31, 2014 from ` 573.75 crore in nine months ended
December 31, 2013 and mainly includes interest income of `
523.03 crore during nine months ended December 31, 2014
(nine months ended December 31, 2013 was ` 479.49 crore),
dividend income of ` 58.30 crore during nine months ended
December 31, 2014 (nine months ended December 31, 2013
was ` 31.79 crore) and profit on sale of investment of ` 68.35
crore during nine months ended December 31, 2014 (nine
months ended December 31, 2013 was ` 59.04 crore).
Profit before Interest, Depreciation, Exceptional Items and
Tax has increased from ` 27,200.30 crore in the nine months
ended December 31, 2013 to ` 33,479.36 crore in the nine
months ended December 31, 2014, and represented 17.0% of
revenue.
For the nine months

ended December 31,
2014
2013 Change
(` in crore)
23.43 352.66 (329.23)
Exchange loss (net) including on

revaluation of foreign currency
borrowings, deposits and loans
Impairment of intangibles and
- 224.16 (224.16)
other costs
Employee separation cost
0.13
0.13
23.56 576.82 (553.26)
Total
i. Foreign exchange loss (net) represents impact on account
of revaluation of foreign currency borrowings, deposits
and loans, and amortisation of loss / gain, on such foreign
currency monetary items which was deferred in previous
years.
48

ii. Impairment of intangibles and other costs are in respect
of subsidiary companies, triggered by continuous under
performance, mainly attributed by challenging market
conditions in which the subsidiaries operate.
Consolidated Profit Before Tax (PBT) increased to `
18,931.55 crore during the nine months ended December 31,
2014, compared to ` 13,815.94 crore during the nine months
ended December 31, 2013, representing an increase of `
5,115.61 crore. Due to severe contraction in domestic volumes,
our Companys contribution to PBT was negative. Jaguar Land
Rover by virtue of its strong performance, contributed to PBT.
The increase also includes translation impact.
Tax Expense represents a net charge of ` 6,619.33 crore during
the nine months ended December 31, 2014, as compared to
net charge of ` 3,667.86 crore during the nine months ended
December 31, 2013.
Effective tax rate during nine months ended December 31, 2014
is 35.0% as compared to 26.5% during the nine months ended
December 31, 2013.
Our Company, on a standalone basis, had written off credit
entitlement of MAT of ` 777.18 crore during the nine months
ended December 31, 2014 in view of an amendment in Indian
income tax laws extending the concessional tax rate of 15%
on dividend received from foreign subsidiaries for indefinite
period. This amendment will result in lower payment of taxes on
such dividend income which, along with lower expected future
taxable profit, will further reduce the probability of utilizing the
available MAT credit.
Further, DTA not created for standalone operation for the nine
months ended December 31, 2014, as DTA should be recognized
only when there is virtual certainty supported by convincing
evidence that sufficient future taxable income will be available
against which such DTA can be realized.
The tax expense is not comparable with the profit before tax,
since it is consolidated on a line-by-line addition for each
subsidiary company and no tax effect is recorded in respect of
consolidation adjustments.
Consolidated Profit for the period increased to ` 12,269.79
crore during the nine months ended December 31, 2014 from
` 10,072.73 crore during the nine months ended December 31,
2013, after considering the profit from associate companies
and share of minority. The increase in profit as compared
to last year is attributable to higher volume at Jaguar Land
Rover.
For further details, see Managements discussion and analysis
of financial conditions and results of operation prepared on
the limited reviewed consolidated financial statements of
our Company for the nine months ended December 31, 2014
prepared in accordance with the Indian GAAP beginning on
audited consolidated financial statements as at and for
the year ended March 31, 2014 in accordance with the
Indian GAAP.
Overview
Indias GDP growth continues to remain weak, at 4.7% in
FY 2013-14 (advance estimates) after growing at 4.5% in FY
2012-13. Industrial activity continues to remain weak. Index
of Industrial production (IIP) was negative at 0.1% during FY
2013-14. The stagnation in the industrial activity was broadbased. While mining output registered a negative of 1.1%,
manufacturing output registered a negative of 0.7% during the

same period. FY 2013-14 witnessed a decline in investments in
new projects in line with slowdown in overall growth.
Growth rate in GDP
Q1
Q2
Q3
Q4
FY 2012-13
FY 2013-14
4.5
4.6
4.4
4.4
4.5
4.7
5.2
4.6
4.6
4.7
Source: Ministry of Statistics and Programme implementation
On the back of tight monetary policy, limited Fiscal spending,

rising Inflation and slowing investments, over the previous year,
FY 2013-14 saw many of the same challenges continuing into
the year.
FY 2013-14 was marked by the challenge to the Government
to contain the fiscal deficit, and the Government expenditure on
infrastructure and other key sectors suffered. Current account
deficit was brought in control.
As a result, the domestic auto industry saw decline after a
long time. With the continued high interest rates and inflation,
households were forced to spend more on essentials and
discretionary spend reduced, leading to deferring of purchase
decisions. The consistent stagnation of the industrial growth
mainly in the areas of mining and quarrying, manufacturing and
infrastructure adversely impacted the domestic auto industry.
On the global economy front, it was still a struggle, with the
Euro zone in recession for much of 2013. However, in the
developed world which had started as an uneven and patchy,
recovery began to strengthen. The US economy, despite having
to cope with feuding over its budget, seems to have sped up. It
has been creating jobs and its housing market and stock indicator
have moved up sharply. By the end of the year 2013, the UK had
become, on some counts the fastest growing large developed
economy. UK labour market conditions improved as employment
increased. Rising consumer and business confidence helped to
underpin stronger retail sales and investment spending, while
the recovery in house prices helped shore up household wealth.
This was led by higher consumption, in turn leading to fears of
overheating in the housing market.
49

Germany had a solid year, reducing unemployment and boosting living standards. However, across the Mediterranean the pattern
was more disappointing, with Italy, Spain, Portugal and Greece all enduring a year of rising unemployment. Europe and the euro
are not out of trouble, but the acute phase of their difficulties may be past. However, there is still a long way to go: deflation risks
remain, the sovereign and banking crisis is not fully resolved, and there is a considerable gulf in performance between the core and
the periphery.
The structural shift from the developed world towards the emerging world continued but at a slightly slower pace than before.
Industrial activity picked up pace throughout the year, supporting continued employment growth. With asset prices buoyant and
confidence returning, the pillars of support for consumer spending fell back into place during 2013. In the emerging markets due
to announcement by the US Federal Reserve in May, that it would soon begin reducing its monthly asset purchases (so-called
tapering), caused currencies to depreciate, stock markets to fall and borrowing costs to rise. Countries with large current account
and fiscal deficits were worst affected.
Growth in China was at 7.5% and Africa, encouragingly, grew by more than 5%.
Tata Motors Business:
Consequent to the macro economic factors as explained above, the Indian automobile industry posted a decline of 9.3% in FY
2013-14, as compared to 1.1% growth in the last fiscal. The commercial vehicles declined by 22.4% (last year growth of 1.7%) and
passenger vehicles declined by 4.7% (last year growth of 0.9%).
The industry performance in the domestic market during FY 2013-14 and the Companys market share are given below:Category
Industry Sales
Company Sales
FY 2013-14 FY 2012-13 Growth FY 2013-14 FY 2012-13
Units
Units
Units
Units
Commercial vehicles
698,907
900,433
-22.4%
377,909
536,232
Passenger vehicles
2,438,502
2,557,566
-4.7%
141,846
229,325
Total
3,137,409
3,457,999
-9.3%
519,755
765,557
Source: Society of Indian Automobile Manufacturers report and Company Analysis
Commercial vehicles include V2 Van sales.
Passenger vehicles include Fiat and Jaguar Land Rover branded cars
Market Share
Growth FY 2013-14 FY 2012-13
-29.5%
-38.1%
-32.1%
54.1%
5.8%
16.6%
59.6%
9.0%
22.1%
INDUSTRY STRUCTURE AND DEVELOPMENTS :

Commercial Vehicles:
The demand for Commercial vehicles remained depressed throughout the year. For FY 2013-14 the Commercial vehicle industry
volumes at 698,907 reflect a decline of 22.4% over FY 2012-13. The Medium and Heavy Commercial Vehicles (M&HCV) segment
recorded a further negative of 25.2% on the back of 23.3% decline in the last fiscal. The ban on mining, fleet underutilization, fall
in resale value and low economic activities contributed to the fall. However, over the last few months, the decline has slowed down
and volumes have stabilized through efforts taken by the Government to revive the sector by 4% reduction in excise duty, partial
lifting of mining bans and increase in freight rates, indicating that the economy may be nearing the end of the down-cycle. While
the M&HCV segment had declined in the last fiscal, the contraction of the Light Commercial Vehicles (LCV) segment by 21.2%
is more significant because it was the growth driver in the past, growing by 17.9% in the last fiscal. The fall in this segment has
been led by the drop in the Small Commercial Vehicle (SCV) volumes where fund availability is the most critical element. The
high default rates in loans coupled with early delinquencies prompted the financiers to tighten lending norms, reduce the Loan -tovalue (LTV) ratio and go into a collection mode impacting the SCV segment quite sharply. The Company registered a decline of
29.5% to 377,909 units, primarily due to fall in LCV volumes coupled with the falling demand in M&HCV. The domestic industry
performance during FY 2013-14 and the Companys market share are given below:Category
Industry Sales
Company Sales
Market Share
FY 2013-14 FY 2012-13 Growth FY 2013-14 FY 2012-13 Growth FY 2013-14 FY 2012-13
Units
Units
Units
Units
M&HCV
200,424
267,983
-25.2%
109,984
142,764
-23.0%
54.9%
53.3%
LCV
498,483
632,450
-21.2%
267,925
393,468
-31.9%
53.7%
62.2%
698,907
900,433
-22.4%
377,909
536,232
-29.5%
54.1%
59.6%
Total
LCVs include V2 Van sales
The Companys commercial vehicle sales in the domestic and international markets at 420,992 units were 27.5% lower than the
previous year.
Even under these difficult conditions, the Company has been able to gain market share in the critical M&HCV segment. The
Company has been focusing intensely on market and customer activities to stimulate the buying sentiments. Activities included the
Prima Truck Racing Championship event in March, 2014 the first of its kind initiative in the Indian trucking history. The Prima LX
series of trucks - a combination of economy &technology - were launched in FY2013- 14 which included - 2523T, 3123T, 4028S
(Single reduction and Hub reduction) and 4928S (Single reduction and Hub reduction), 4923.S LX, Prima 4938 Tractor, 3138K
50

Tipper, LPT 3 723 - Indias first 5-axle truck and LPK 3118, and Prima LX series of Tippers - 2523K, 3123K, 2528K & 3128K. One
of the successful marketing initiatives was the Power of Five campaign for M&HCV trucks which was conducted across various
locations across the country to counter competition. The campaign focuses on five advantages of the Companys vehicles - 1) Better
KMPL, 2) Best Vehicle Uptime 3) Highest Resale Value, 4) Best in class four year warranty, 5) Lowest maintenance cost and five
powerful offerings - i) Triple benefit insurance, ii) Increased Oil change interval, iii) 4 Year AMC, iv) Tata Alert, v) Fleetman. The
bus segment also witnessed growth in market share for the Company, due to intensive sales efforts coupled with launch of buses
with mechanical FIP, introduction of Starbus Ultra in Stage carriage, marketing initiatives such as Humare Bus Ki Baat Hain and
Dream it to win it program. The warranty for M&HCV buses and trucks were increased to three years and four years respectively
symbolizing improvement in quality. The Tata Alert service, to return a vehicle back on road within 48 hours, has been expanded
across all national highways.
The Company registered a decline in the market share of LCV segment due to the sharp fall in volumes of the high share SCV
segment. The newly launched Ultra trucks have started to receive good response from the market. There have been various other
initiatives such as the Freedom campaign and Triumph through trials campaign of back-to-back and standalone fuel trials to establish
the superior fuel efficiency of vehicles. The Company tied up with various PCGs (Public sector, Co-operative & Gramin banks) and
has brought out several lucrative financing schemes to ease the financing situation. The Company also launched a major initiative
called, Saathi, a Parts retailers customer referral program for entire SCV range, to leverage their customer base. Some of launches
this year were the Ace, Magic DICOR and facelifts.
Passenger Vehicles:
The Passenger Vehicle Industry contracted for the first time in the last five years, in FY 2013-14 with decline of 4.7%. The last such
instance was during the economic slowdown of FY 2008-09 when it remained close to flat at negative 0.5%. The decline in sales
volumes is seen across segments, but sedans bore the biggest brunt. Hatchbacks and UVs continue to be the volume segments.
The high growth in UV segment last year, with the onset of Soft Roaders could not be repeated this year. The premium and luxury
vehicles segment however has seen a growth even in an otherwise declining year.
The domestic performance in passenger vehicle segment is given below:
Category
Industry Sales
Company Sales
Market Share
FY 2013-14 FY 2012-13 Growth FY 2013-14 FY 2012-13 Growth FY 2013-14 FY 2012-13
Units
Units
Units
Units
Micro
21,130
53,847
-60.8%
21,130
53,847
-60.8%
100.0%
100.0%
Compact
786,888
794,284
-0.9%
84,141
117,377
-28.3%
10.7%
14.8%
Midsize
154,981
200,013
-22.5%
2,414
7,410
-67.4%
1.6%
3.7%
Executive
18,272
23,537
-22.4%
164
1,061
-84.5%
0.9%
4.5%
Premium & Luxury
3,973
5,214
-23.8%
1,430
825
73.3%
36.0%
15.8%
Utility Vehicles
532,963
560,892
-5.0%
29,409
45,841
-35.8%
5.5%
8.2%
Vans
118,618
123,254
-3.8%
3,158
2,964
6.5%
2.7%
2.4%
Total
2,438,502
2,557,566
-4.7%
141,846
229,325
-38.1%
5.8%
9.0%
Note (a): excludes V2 Van sales
Note (b): Total industry nos. includes sale in other segments
During the year, the Company recorded sales of 141,846 vehicles (including Jaguar Land Rover) in the domestic market; a decline
of 38.1%. The domestic market share was 5.8% as compared to 9.0% last year.
The Company introduced a host of new products including the E-max range of CNG vehicles, Vista tech, the refreshed and improved
Sumo Gold.
Nano Awesome Campaign was launched during the year, along with the launch of Nano Twist with electronic power steering,
thereby continuing to take the Nano Brand closer to the youth.
During the Delhi Auto Expo 2014, Tata Motors Flagship products, the Bolt hatchback and the Zest Sedan were unveiled, to much
appreciation. The Companys Horizonext strategy was unveiled, showcasing the direction of Design, Performance & Connectivity
that are going to be the brand pillars going ahead. The Expo also saw the Nexon Compact SUV concept and the connectivity concept
for the Companys future cars being unveiled.
The drive to improve sales experience for customer with a focus on decor and ambience in showrooms across country continues.
The dealership network is also being augmented to cater to the demand for Bolt and Zest launch.
The Company sold 2,805 Jaguar and Land Rover vehicles through its exclusive dealerships in India registering an impressive
growth of 12.5%. The globally popular Range Rover Sport and Jaguar XF 3.0D was launched during the year. New brand touch
points were created in social media for both Jaguar and Land Rover in a short span. Besides Land Rover Experience events were
launched through which over 600 Dynamic Drive Off-road Experiences were delivered. 1st ever Land Rover Expedition was also
launched in India that received a stupendous response. A new after-sales customer engagement initiative was introduced through
Service Clinics in various dealer cities. Used Car program was introduced through 11 Outlets and achieved a 48% penetration in
March 2014.
51

Tata Motors Sales, Distribution and Support: The sales and
distribution network in India as of March 31, 2014, comprised
2,420 sales contact points for the Passenger and Commercial
Vehicle businesses. The Company has deployed a Customer
Relations Management (CRM) system at all its dealerships
and offices across the country, largest such deployment in
the automotive market. The combined online CRM / DMS
system supports users both within the Company and among the
distributors in India and abroad.
The Companys 100% subsidiary, TML Distribution Company
Ltd (TDCL), acts as a dedicated distribution and logistics
management company to support the sales and distribution
operations of vehicles in India. TDCL provides distribution and
logistics support for vehicles manufactured at the Companys
facilities. TDCL helps us improve planning, inventory
management, transport management and timely delivery.
The Company provides financing support through its whollyowned subsidiary, Tata Motors Finance Ltd (TMFL). (Refer
discussion on TMFL).
In addition to dealer service workshops, the Company uses a
network of service centers on highways and a toll- free customer
assistance center to provide 24-hour on-road maintenance
(including replacement of parts) to vehicle owners. The
Company believes that the reach of the sales, service and
maintenance network, provides us with a significant advantage
over the competitors.
Tata Motors Exports: The Company markets its commercial
and passenger vehicles in several countries in Europe, Africa,
the Middle East, South East Asia and South Asia. However, the
Companys exports of vehicles manufactured in India decreased
marginally by 2% in FY 2013-14 to 49,922 units from 50,938
units in FY 2012-13. Commercial vehicles export sales of the
Company shrunk by 2.3% to 43,083 units impacted by the
external environment influencers in Europe, the Middle East,
and South Asia and passenger vehicle sales remained flat 6,839
units.
For FY 2013-14, the Companys top five export destinations
accounted for approximately 73% and 88% of the exports of
commercial vehicles and passenger vehicle units, respectively.
The Company continues to strengthen its position in the
geographic areas it is currently operating in and exploring
possibilities of entering new markets with market characteristics
similar to the Indian market.
The Company has set up a network of distributors in almost
all countries where the vehicles are exported. The distribution
network includes local dealers for sales and servicing products
in the respective regions. The Company has also deputed its
representatives overseas to support sales and services and to
identify opportunities.
Jaguar Land Rover business: JLR has significantly consolidated
its position in the premium car segment. The strengths of JLR
include iconic globally positioned brands, strong product
portfolio of award - winning luxury and high performance cars
and premium all-terrain vehicles, global distribution network,
strong product development and engineering capabilities, and
a strong management team. The brand-wise wholesale sales of
JLR are set forth in the table below:-
During FY 2013-14, total sales increased to 429,861 units

from 372,062 units in FY 2012-13; an increase of 15.5%.
Jaguar volumes increased by 37.2% mainly contributed by the
introduction of the Jaguar F-TYPE and the smaller powertrain
derivative of XF and XJ and XF Sportbrake. Land Rover
volumes increased by 11.6%, mainly contributed by the New
Range Rover, New Range Rover Sport, and Range Rover Evoque
sales. JLR exported 354,005 units in FY 2013-14 compared to
304,034 units in FY 2012-13; an increase of 16.4% .JLR had a
successful year of continued growth in all markets led by China
up 34% from last year to record retail sales of 103,077. North
America and Asia Pacific regions also performed strongly, up
20.2% and 27.7% to 75,671 and 22,795 respectively. The UK
and Europe, partly reflecting the economic headwinds, showed
more modest growth, up 6.2% and 2.3% to 76,721 and 82,854
units respectively.
Jaguar designs, develops and manufactures a range of premium
cars and sports cars recognised for their design, performance
and quality. Jaguars range of products comprises the XF and
XJ saloons, the F-TYPE two seater sports car and the XK coupe
and convertible.
l The XF, launched in 2008, is a premium executive car that
merges sports car styling with the sophistication of a luxury
saloon. The 2013 Model Year XF range also included for
the first time an all - wheel drive version of the new V6
petrol engine for the US and European markets and a 2.0
litre petrol version for the US and Chinese markets which
helped to grow the volumes for Jaguar in FY 2013-14.
l The XJ is Jaguars largest luxury saloon vehicle, powered by
a range of supercharged and naturally aspirated 5.0-litre V8
petrol engine and a 3.0-litre diesel engine. Using Jaguars
aerospace inspired aluminium body architecture, the new
XJs lightweight aluminium body provides improved
agility, and fuel and CO2 efficiency. The 2013 Model Year
also included an all-wheel drive version and a 3.0 litre V6
petrol version for the US and European markets excluding
the United Kingdom and a 2.0 litre petrol version for the
Chinese market.
l The F-TYPE, a two seat sports car, inspired by the 2001
C-X16 concept cars, with an all-aluminium structure and
enhanced technology with the power of Jaguars latest 3.0
litre V6 and 5.0 litre V8 engines, was available for retail
customers from April 2013 onwards and since then, has
received numerous awards and appreciation by the auto
media. In November 2013, Jaguar unveiled the F-TYPE
Coupe which went on sale in April 2014.
l In March 2013, Jaguar unveiled two new additions to its
R performance range, the XJR sedan and the XKR-S GT.
The 550PS XJR - Jaguars new flagship sports saloon combines a supercar performance and assertive looks with
the high level of luxury already associated with the XJ
range. The XKR-S GT is the ultimate road-going but trackready version of the XK coupe.
l At the Frankfurt Motor Show in September 2013, Jaguar
revealed its first ever crossover concept vehicle, the
Jaguar C X17, based on a new modular scalable advanced
aluminium architecture. JLR has also announced the new
Jaguar XE, a mid-sized sedan which will be built on this
new modular architecture. This will allow Jaguar to grow
its product portfolio and target high growth areas of the
premium market.
Land Rover designs, develops and manufactures premium allterrain vehicles that aim to differentiate themselves from the
FY 2013-14
FY 2012-13
Growth
%
Units
%
Units
.Jaguar
79,307 18.5% 57,812 15.5% 37.2%
Land Rover 350,554 81.5% 314,250 84.5% 11.6%
Total
429,861 100.0% 372,062 100.0% 15.5%
52

United States and North America: In FY 2013-14, total
passenger car sales expanded by 6.2%. The launch of the Jaguar
F-TYPE and new Range Rover Sport helped Jaguar Land
Rover beat the US market three times, growing sales by 19.2%.
Alongside a strong expansion of business in Canada, total
Jaguar Land Rover sales in North America grew 20.2%.
Europe: In Germany, Jaguar Land Rover sales grew 6.5%,
against a meagre 0.2% for total passenger cars. In Italy, Jaguar
Land Rover sales edged up 1.1%, driven by Land Rover, against
a total market contraction of 1.3%. Although in France sales fell
across the board, the most surprising performance came from
Spain where, after three years of double-digit contraction, the
market rebounded by 11.7% and Jaguar Land Rover sales rose
14.7%.
China: Passenger car sales reached a new peak of almost 18.4
million units in the year to March, growing faster than either
of the previous two years. Total JLR sales in the China Region
reached 103,077 up from 77,075 in FY 2012-13. Jaguar volumes
more than doubled to 19,891, while Land Rover sales reached
83,186.
Although it is already the largest car market in the world,
unlike the UK or US, Chinas car market remains immature,
with low vehicle ownership rates and huge growth potential.
A rapidly expanding middle class, fast rising incomes, and a
strong preference for premium vehicles mean considerable
opportunities exist for JLR to increase sales further.
Emerging markets: In Brazil, rising interest rates and falling
consumer confidence left total new vehicle registrations down
4.5% year-on-year. Despite this backdrop, JLR expanded its
sales by 21.1% to over 11,000 vehicles. Meanwhile, in India and
Russia the total vehicle markets also contracted (by 6.2% and
6.0% respectively), but JLR grew its sales by 8.6% and 14.7%.
Only in South Africa did the economic situation overcome JLR
sales momentum. The 25% depreciation in the Rand against
Sterling forced JLR to raise prices to prevent losses being
made on several models. JLR sales contracted by 9.9% on the
previous year.
Asia Pacific: Total JLR sales increased by 27.7% year-onyear to 22,795. Of the three NSCs in the region, South Korea
experienced the fastest expansion. On the back of a rebound in
economic growth fo llowing the slowdown in 2012, JLR sales
jumped 51.8%. In Japan, advanced purchases of vehicles to
beat the increase in the consumption tax in April 2014 more
than offset the deterioration in consumer sentiment. Total JLR
sales increased by 33.2% against growth in the total passenger
car market of 9.0% in FY 2013-14. Finally, in Australia,
the unwinding of the mining boom and growing slack in the
economy were compounded by dwindling consumer confidence
and rising unemployment. Total new car sales growth was a
meager 1.3% after over 8% the year before. JLR sales were
buoyant though, and grew by 15.3%.
Jaguar Land Rovers Sales & Distribution: JLR markets
products in over 170 countries, through a global network of
18 national sales companies (NSCs), 84 importers, 53 export
partners and 2,518 franchise sales dealers, of which 784 are
joint Jaguar and Land Rover dealers. JLR has established robust
business processes and systems to ensure that its production
plans meet anticipated retail sales demand and to enable
the active management of its inventory of finished vehicles
and dealer inventory throughout its network. JLR has robust
arrangements in place with: Black Horse (part of the Lloyds
Bank Group) in the UK, FGA Capital (a joint venture between
Fiat Auto and Credit Agricole) in Europe and Chase Auto
competition by their capability, design, durability, versatility

and refinement. Land Rovers range of products comprises the
Defender, Discovery, Freelander, Range Rover (including the
new Range Rover), Range Rover Evoque and Range Rover
Sport (including the new Range Rover Sport).
l The Defender is one of Land Rovers most capable SUVs,
and is recognised as an iconic vehicle in the segment
targeting extreme all-terrain capabilities and payload/
towing capability.
l The Freelander 2 is a versatile vehicle for active lifestyles,
matching style with sophisticated technology and off- road
capability. The Freelander 2, offering was significantly
enhanced for the 2013 Model Year with the introduction
of a turbocharged 2.0-litre petrol engine, giving superior
performance as compared to the 3.2-litre engine it replaces,
while also reducing CO2 emissions.
l The Discovery 4 is a mid-size SUV that features genuine allterrain capability and versatility, including full seven-seat
capacity. Recent power train innovations have delivered an
improvement in CO2 for the 3.0-litre LR-TDV6 engine.
l The Range Rover Evoque is the smallest, lightest and most
fuel-efficient Range Rover to date, available in 5-door
and coupe body styles and in both front-wheel drive and
all- wheel drive derivatives. Since its launch in September
2011, consumer interest and demand have been consistent
across the globe and the car has been a major success for
JLR.
l The Range Rover Sport combines the performance of a
sports tourer with the versatility of a Land Rover. At the
2013 New York International Auto Show, Land Rover
debuted the All New 2014 MY Range Rover Sport built
on a weight saving aluminium architecture, to save upto
420kgs. The All New Range Rover Sport is the fastest, most
agile and most responsive Land Rover ever, and has been a
tremendous success since launch.
l The Range Rover is the flagship product under the Land
Rover brand with a unique blend of British luxury, classic
design, high-quality interiors and outstanding all-terrain
ability. The new all-aluminium version, was launched in the
third quarter of FY 2012-13. The new Range Rover was
declared the worlds top SUV by The Sunday Times, won
Top Gear magazines Luxury Car of the Year and was
recently awarded the maximum 5-star safety rating by Euro
NCAP.
New Product Launches: The new Discovery Vision Concept
car was unveiled at New York International Auto Show in
April 2014 to an enthusiastic response amongst auto media
and journalists. Land Rover Discovery Sport (Freelander
replacement) was announced as the first new member of
Discovery family. It is expected to be available for retail sales
in 2015.
Jaguar Land Rovers performance in key geographical
markets on retail basis
United Kingdom: Against the backdrop of improved labour
market conditions, rising consumer and business confidence
and buoyed by cash compensation from the mis-selling of
payment protection insurance, total vehicle sales jumped
12.5% compared to the previous year. Jaguar Land Rover sales
climbed 6.2% on the year, supported by a strong performance
from Jaguar (10.7% growth) and the launch of JLR F -TYPE
convertible. 5% annual growth in Land Rover sales reflects JLR
dominant market position in the UK for SUVs.
53

Finance in the USA for the provision of dealer and consumer
Financial Services products. Jaguar Land Rover has similar
arrangements with local Auto Financial Services providers in
other key markets. JLRs financing partners offer its customers
a full range of consumer financing options
Tata Daewoo Commercial Vehicles (TDCV): FY 2013-14
was a very encouraging as well as challenging year for the
TDCV. On one hand Domestic volumes increased by 21.9%
resulting in strong performance of the TDCV as compared to
its competitors coupled with gradual recovery in the Korean
economy. On the other hand Export volumes (including KD)
decreased by 14.6% as compared to the previous year mainly
due to adverse economic conditions in global markets. TDCVs
total sales volume increased by 5% in FY 2013-14 compared to
FY 2012-13.
Total market for Heavy Commercial Vehicles (HCV) in Korea
was almost stagnant during FY 2013-14 as compared to the
previous year; however the TDCV achieved growth rate of
25.7% with sales of 2,995 units of HCV in FY 2013-14 as
compared to 2,383 units in the previous year. Medium Duty
Trucks segment Industry witnessed 6% growth in FY 2013-14
mainly driven by gradual recovery of Korean economy. In this
segment also Company outperformed Industry by achieving
19% volume growth with sales of 3,589 units in FY 2013-14 as
compared to 3,017 units in the previous year. TDCV was able to
improve its market share in both, HCV as well as MCV segment.
TDCV exported 4,016 units in FY 2013-14, a reduction of
14.6% as compared to 4,700 units sold in the previous year.
TDCVs sales decreased significantly in some of its traditional
export markets like Russia, Laos, South Africa, Vietnam etc.
Sales in previous year were high due to few specific tenders (eg.
Kuwait, Iraq) which are not yearly requirement.
Tata Motors Finance Ltd (TMFL): Due to severely strained
market conditions, total disbursements (including refinance)
by TMFL declined by 22% at `8,767.56 crores as compared to
`11,180.03 crores. TMFL financed a total of 157,886 vehicles
reflecting decline of 38% over the 254,086 vehicles financed in
the previous year. Disbursements for commercial vehicles were
at `7,504.35 crores (123,989 units) as compared to `8,814.90
crores (183,514 units) of the previous year. Disbursements of
passenger vehicles declined by 49% to `1,213.46 (32,637 units)
as compared to `2,363.53 crores (70,563 units) in previous year.
Due to weak operating and economic environment in India,
movement of commercial vehicles has slowed down in all
segments and large and small fleet operators have large waiting
period and reduced trips. Delay in receipt of payments by large
fleet operators from companies is further delaying payments
to attached vehicles of smaller operators. This has resulted in
low income and increased levels of provisioning, due to loss of
contracts by small fleet operators / First time users in M&HCV
/ LCV segment since last few months. The performance of
HCV loans was the weakest due to slow economic growth,
overcapacity and rising input costs.
Various monetary and fiscal measures were unable to stimulate
growth across segments resulting sluggish growth and
consequent lower demand of all commercial and passenger
vehicles. However, with a highly motivated employee
workforce, significantly greater customer orientation and an
increased branch network / field infrastructure, TMFL is poised
for significant, sustainable growth and is confident that it would
deliver on its vision for the future.
With a view to de-risk the portfolio and explore additional
sources of revenue, the used vehicle finance business was re-
launched by seeding the business in select geographies during

the year. Disbursements achieved under refinance were at
`49.74 crores (1,260 vehicles) during FY 2013-14 as against
`1.60 crores (9 vehicles) in the previous year.
TMFL increased its reach by opening a number of limited
services branches (called Spoke branches) exclusively in Tier
2 & 3 towns. This has also helped in reducing the turn-aroundtimes to improve customer satisfaction.
TMFLs new initiative of Channel Finance and fee based
Insurance support business has also helped improve its
profitability. TMFL is confident of significantly adding to its
revenues and profitability through these new businesses in the
coming period. TMFL has also tied up with the Companys used
vehicle business for working together to improve realization
value from the sale of repossessed stocks by refurbishing them
and selling them through the Companys dealers.
TMFL has further enhanced its Office of the Customer
initiative as well as its spokes branch network & infrastructure
and is confident that these investments will pay rich dividends
through significantly increased interactions/relations with its
customers and dealers.
Tata Technologies Ltd (TTL): TTL is a key strategic partner
in several of the information technology initiatives for the Tata
Motors Group. The broad scope of TTL activities are as follows:
1. Engineering Automation Group [EAG]: EAG addresses
the engineering and design needs of manufacturers through
services for all stages of the product development and
manufacturing process.
2. Enterprise Solutions Group [ESG]: ESG addresses
the Information Technology needs of manufacturers
including business solutions, strategic consulting, ERP
implementation, systems integration, IT networking and
infrastructure solutions and program management.
3. Product Lifecycle Management [PLM]: PLM addresses
the product development technology solution requirements
of manufacturers including end-to-end implementation of
PLM technology, best practices and PLM consulting. PLM
also includes the TTLs proprietary applications iGETIT
and iCHECKIT.
During FY 2013-14, the capabilities in the industrial machinery
domain, was significantly expanded through the acquisition of
Cambric, now comprises an additional 325 engineering experts
with extensive knowledge in systems, mechanical and electrical
engineering, product design, electronics and embedded design
and development. TTL innovative and frugal engineering
approach helps organizations create products - at a faster pace
with a lower cost - delivering more value to the end-user.
The consolidated revenue in FY 2013-14 was `2,394.73 crores,
an increase of 17.1% against `2,045.42 crores in the previous
year. The Services/Products business mix was a 77:23 split as
compared to 76:24 mix for FY 2012 -13. The Americas revenue
was `743.69 crores with Asia Pacific recording `972.88 crores
and Europe generating `960.38 crores.
FINANCIAL PERFORMANCE ON A CONSOLIDATED
BASIS
The financial information discussed in this section is derived
from the Companys Audited Consolidated Financial Statements.
Tata Motors Group primarily operates in the automotive
segment. The acquisition of JLR enabled the Company to enter
the premium car market. The Company continues to focus on
profitable growth opportunities in global automotive business,
54

Percentage to Revenue from operations
through new products and market expansion. The Company

and JLR, continue to focus on integration, and synergy
through sharing of resources, platforms, facilities for product
development and manufacturing, sourcing strategy, mutual
sharing of best practices.
The business segments are (i) automotive operations and (ii) all
other operations. The automotive operations include all activities
relating to development, design, manufacture, assembly and
sale of vehicles including financing thereof, as well as sale of
related parts and accessories. The Company provides financing
for vehicles sold by the dealers in India. The vehicle financing is
intended to drive sale of vehicles by providing financing to the
dealers customers and as such, is an integral part of automotive
business. Automotive operations segment accounted for 98.9%
and 98.8% of total revenues in FY 2013-14 and FY 201213, respectively. For FY 2013-14, revenue from automotive
operations before inter-segment eliminations was `231,601.80
crores compared to `187,623.91crores for FY 2012-13.
The automotive operations segment is further divided into Tata
Motors and other brand vehicles (including spares and vehicle
financing) and Jaguar Land Rover. (A reference may be made
to review of performance of TML and Jaguar Land Rover
business as discussed above). For FY 2013-14, Jaguar Land
Rover contributed 82.2% (72.9% for FY 2012-13) of the total
automotive revenue (before intra segment elimination) and the
remaining 17.8% (27.1% for FY 2012-13) was contributed by
Tata and other brand vehicles. Revenue and segment results for
automotive operations are given below:
Total Revenues
(` in crores)
Tata vehicles / spares and
financing thereof
Jaguar and Land Rover
Intra-segment eliminations
Total
FY 2013-14
41,299.44
FY 2012-13
50,895.05
190,378.50
(76.14)
231,601.80
136,822.17
(93.31)
187,623.91
FY 2013-14
FY 2013-14
FY 2012-13
Revenue from operations net of
100
100
excise duty
Expenditure:
Cost of material consumed
61.7
63.6
(including change in stock)
Employee Cost
9.3
8.8
Manufacturing
and
other
18.8
18.9
expenses (net)
Amount Capitalised
(5.8)
(5.4)
Total Expenditure
84.0
85.9
Other Income
0.4
0.4
Profit before Exceptional Items,
16.4
14.5
Depreciation, Interest and Tax
Depreciation and Amortisation
5.9
5.1
(including product development
/ engineering
expenses written off)
Finance costs
2.0
1.9
Exceptional Item - Loss
0.4
0.3
Profit before Tax
8.1
7.2
Cost of materials consumed (including change in stock)
(` in crores)
FY 2013-14
Consumption of raw materials 135,550.04
and components
FY 2012-13
113,851.34
Purchase of product for sale

10,876.95
9,266.00
Change in finished goods and (2,840.58)
(3,029.29)
Work-inprogress
Total
143,586.41
120,088.05
Cost of material consumed decreased from 64.6% to 62.4% of
total revenue (excluding income from vehicle financing). At
TML raw material cost was 75.6% of net revenue as compared
to 73.6%, representing an increase of 200 basis points, mainly
attributable to product mix (reduction in M&HCV sales). For
JLR the raw material cost was 60.9% of revenue (FY 201213 62.5%), representing a reduction of 160 basis points. The
reduction is mainly attributable to product mix, cost reduction
programmes and reduction in input price of major metals
consumed. On a consolidated basis, JLR operations have
significantly contributed to reduction in material cost in terms
of % to revenue.
Employee Cost was `21,556.42 crores in FY 2013-14 as
compared to `16,632.19 crores in FY 2012-13; an increase
of `4,924.23 crores. Of the increase `1,823.07 crores
(approximately) relates to translation impact of JLR from UK
Pounds to Indian Rupee. At JLR the increase in employee cost is
attributable to increases in the permanent and contractual head
count to support the volume increases/new launches and product
development projects. At TML the employee cost marginally
increased to `2,877.69 crores as compared to `2,837.00 crores
in FY 2012-13.
Manufacturing and Other Expenses include all works
operation, indirect manufacturing expenses, freight cost, fixed
marketing costs and other administrative costs. These expenses
FY 2012-13
Segment results before other

income, finance cost, tax and
exceptional items
Tata vehicles / spares and
(966.93)
1,753.59
financing thereof
Jaguar and Land Rover
24,561.20
14,975.61
Intra-segment eliminations
Total
23,594.27
16,729.20
The other operations business segment includes information
technology, machine tools and factory automation solutions,
and investment business. For FY 2013-14, revenue from other
operations before inter-segment eliminations was `2,518.99
crores compared to `2,265.92 crores for FY 2012-13. Segment
results before other income, finance cost, tax and exceptional
items (before inter-segment eliminations) were `282.66 crores
as compared to `375.68 crores for FY 2012-13.
The revenue from operations net of excise duty on a consolidated
basis has grown by 23.3% in FY 2013-14 to `232,833.66 crores.
The increase is mainly attributable to growth in automotive
revenue mainly at Jaguar Land Rover business. The analysis of
performance on consolidated basis is given below:55

have increased to `43,825.77 crores from `35,648.33 crores in
FY 2012-13. As explained above, each line item includes the
element of translation impact of JLR (approximately `3,704
crores).
The breakup is given below(` in crores)
to profit on sale of mutual funds, mainly at TML.

Profit before Interest, Depreciation, Exceptional Items and
Tax has increased from `27,433.16crores in FY 2012-13 to
`38,231.50 crores in FY 2013-14, and represented 16.4% of
revenue.
Depreciation and Amortization (including product
development / engineering expenses written off): During
FY 2013-14, expenditure increased to `13,643.37 crores from
`9,622.87 crores in FY 2012-13. The increase in depreciation
of `1,496.84 crores is on account of plant and equipment and
tooling (mainly towards capacity and new products) installed in
last year, the full effect of which is reflected in the current year.
The amortization expenses have gone up from `3,593.90 crores
in FY 2012-13 to `5,573.94 crores in FY 2013-14, attributable
to new product introduced during the last year. The expenditure
on product development / engineering cost written off has
increased by `543.62 crores. As explained above, there was an
element of increase representing translation impact.
Finance Cost increased by 33.0% to `4,733.78 crores
from `3,560.25 crores in FY 2012-13. The increase mainly
represented borrowings for the short term and long term needs
of the Group. The increase is partly attributable to prepayment
of 2011 Senior notes by JLR.
Exceptional Items
(` in crores)
FY 2013-14 FY 2012-13
Processing charges
1,093.53
1,450.56
Stores, spare parts and tools
1,682.34
1,424.12
consumed
Freight, transportation, port
6,879.75
4,803.67
charges, etc.
Repairs to buildings
93.58
120.84
Repairs to plant, machinery, etc.
261.45
202.24
Power and fuel
1,128.69
1,077.77
Rent
465.86
317.55
Rates and taxes
265.51
203.07
Insurance
278.75
225.91
Publicity
8,064.10
6,607.14
Works operation and other
23,660.54
19,098.97
expenses
Excise Duty on change in Stock(48.33)
116.49
in-trade
Manufacturing and Other
43,825.77
35,648.33
Expenses
The increases are mainly driven by volumes, size of operations
and also include inflation impact however this has remained
same at 18.8% as compared to 18.9% in FY 2012-13, in terms
of % to revenue.
i. Processing charges were mainly incurred by TML, where
mainly due to volume contraction, the expenditure was
lower.
ii. Freight, transportation, port charges etc. have increased,
mainly at JLR, in view of increase in volumes in the
overseas markets.
iii. The publicity expenses increase, mainly related to new
product launches (Range Rover Sport and the F- Type
launch) and ongoing product / brand campaigns.
iv. The works operation and other expenses have increased to
10.2% from 10.1% of net revenue. While a part of revenue
relates to volumes, the major increases were in IT costs,
warranty and engineering expenses at JLR, partly offset by
exchange gain on trading activities at JLR.
Amount capitalised represents expenditure transferred to
capital and other accounts allocated out of employee cost
and other expenses, incurred in connection with product
development projects and other capital items. The expenditure
transferred to capital and other accounts has increased to
`13,537.85 crore from `10,193.45 crore of FY 2012-13, mainly
on account of various product development projects undertaken
by the Company and JLR, for introduction of new products,
development of engine and products variants.
Other Income was `828.59 crores from `815.59 crores in FY
2012-13 and mainly includes interest income of `675.45 crores
(FY 2012-13 ` 694.06 crores) and profit on sale of investment of
`114.58 crores (FY 2012-13 `80.09 crores). The increase is due
Exchange loss
(net) including on
revaluation of foreign
currency borrowings,
deposits and loans
FY 2013-14 FY 2012-13 Change

707.72
515.09 192.63
Impairment of
224.16
87.62 136.54
intangibles and other
costs
Employee separation
53.50
53.50
cost
Total
985.38
602.71 382.67
i. Foreign exchange loss (net) represents impact on account
of revaluation of foreign currency borrowings, deposits
and loans, and amortisation of loss / gain, on such foreign
currency monetary items which was deferred in previous
years.
ii. Impairment of intangibles and other costs are in respect
of subsidiary companies, triggered by continuous under
performance, mainly attributed by challenging market
conditions in which the subsidiaries operate.
iii. Employee separation cost -To address the challenges,
business downturn, the Company had rolled out
organization wide cost optimization programme, which
included employee cost as an important pillar, Accordingly,
based on requests from employees for early retirement,
the Company has given early retirement with a lump sum
amount of `53.50 crores to various employees.
Consolidated Profit Before Tax (PBT) increased to `18,868.97
crores in FY 2013-14, compared to `13,647.33 crores in FY
2012-13, representing an increase of `5,221.64 crores. Due to
severe contraction in domestic volumes, TMLs contribution
to PBT was negative. JLR by virtue of its strong performance,
contributed to PBT. The increase also includes translation
impact.
56

Tax Expense represents a net charge of `4,764.79 crores in FY 2013-14, as compared to net charge of `3,776.66 crores in FY
2012-13. The tax expense is not comparable with the profit before tax, since it is consolidated on a line-by-line addition for each
subsidiary company and no tax effect is recorded in respect of consolidation adjustments. Effective tax rate in FY 2013-14 is 25.3%
as compared to 27.7% in FY 2012-13.
Consolidated Profit for the year increased to `13,991.02 crores from `9,892.61 crores in FY 2012-13, after considering the profit
from associate companies and share of minority. The increase in profit as compared to last year is attributable to higher volume in
JLR
For further details, see 2. Managements discussion and analysis of financial conditions and results of operation prepared on the
audited consolidated financial statements as at and for the year ended March 31, 2014 in accordance with the Indian GAAP
beginning on page 109 of the Letter of Offer.
WORKING RESULTS
In accordance with circular no.F.2/5/SE/76 dated February 5, 1977 issued by the Ministry of Finance, Government of India, as
amended by Ministry of Finance, Government of India through its circular dated March 8, 1977, our working results on a standalone
basis for the period from April 1, 2014 to January 31, 2015 are set out in the table below:
(in ` crore)
Particulars
For the period April 1, 2014 to

January 31, 2015
28,399
1,798
30,197
(1,307)
(1,997)
(756)
(4,060)
Sales / Turnover
Other Income
Total Income
Estimated gross profit / loss (excluding depreciation and taxes)
Provision for depreciation
Provision for taxes (net)
Estimated Net Profit / (Loss)
Material changes and commitments, if any, affecting our financial position
There are no material changes affecting the financial position of our Company after the last date of the financial statements included
in the Letter of Offer.
MATERIAL DEVELOPMENTS
In addition to the discussions in Managements Discussion and Analysis of Financial Conditions and Results of Operations
beginning on page 93 of the Letter of Offer, the following are the material developments in respect of our operations, performance,
prospects or profitability, or the value of our assets or our ability to pay material liabilities since April 1, 2014.
Trading Update
Our total sales (including exports) of Tata Motors vehicles in January and February 2015 were 42,582 vehicles and 44,209 vehicles
respectively, representing increases of 5% and 11% over the sales in January and February 2014. However, on a cumulative basis,
as of February 28, 2015, we had sold only 449,659 vehicles for the Fiscal 2015, as compared to 515,407 vehicles in the equivalent
period in the fiscal year ended March 31, 2014, representing a decline of 13%.
The table below sets forth the breakdown in sales of Tata Motors vehicles for the periods indicated.
Category
January
2014
% change
11,637
176
11,813
8,463
353
8,816
38%
-50%
34%
1,410
71
1,481
2,511
84
2,595
14,301
2,291
16,592
17,517
2,317
19,834
2015
Passenger Cars
Domestic
Exports
Subtotal
Utility Vehicles
Domestic
Exports
Subtotal
Light Commercial Vehicles
Domestic
Exports
Subtotal
57
February
2014
% change
11,805
120
11,925
9,026
339
9,365
31%
-65%
27%
-44%
-15%
-43%
1,962
49
2,011
2,299
100
2,399
-15%
-51%
-16%
-18%
-1%
-16%
14,357
2,584
16,941
14,881
2,850
17,731
-4%
-9%
-4%
2015

Medium and Heavy Commercial
Vehicles
Domestic
11,273
8,166
38%
12,190
9,109
34%
Exports
1,423
1,070
33%
1,142
1,347
-15%
Subtotal
12,696
9,236
37%
13,332
10,456
28%
Domestic Total
38,621
36,657
5%
40,314
35,315
14%
Exports Total
3,961
3,824
4%
3,895
4,636
-16%
Combined Total
42,582
40,481
5%
44,209
39,951
11%
We sold 11,813 and 11,925 Tata Motors passenger vehicles in January and February 2015 as compared to 8,816 and 9,365 vehicles
in January and February 2014, representing increases of 34% and 27% respectively.
Our sales of Tata Motors light, medium and heavy commercial vehicles in February 2015 were 30,273 vehicles, representing a 7%
increase over 28,187 vehicles in February 2014. However, sales of Tata Motors utility vehicles dropped by 43% to 1,481 vehicles
in January 2015 and by 16% to 2,011 vehicles in February 2015.
Our Jaguar Land Rover business retailed 37,317 vehicles and 28,689 vehicles in January and February 2015 respectively compared
to 39,106 and 30,487 in the corresponding months in 2014, reflecting decline of 5% and 6% respectively. The decrease was largely
due to lack of available Freelander inventory. As of February 28, 2015, on a cumulative basis our Jaguar Land Rover business had
retailed 403,728 vehicles for the fiscal year ended March 31, 2015, as compared to 379,128 vehicles in the equivalent period in the
fiscal year ended March 31, 2014, representing an increase of 6%.
Buy-back of Non-Convertible Debentures
On March 25, 2015, our Board authorized the buy-back of ` 12.5 billion of secured non-convertible debentures with a maturity
date of March 31, 2016, as part of our debt restructuring program which is intended to ensure a healthy debt equity mix, a balanced
maturity profile, and better terms including lower cost of debt.
2015 Notes and Tender Offers
On February 19, 2015, Jaguar Land Rover commenced a tender offer and a consent solicitation, referred to as the Sterling Tender
Offer, in respect of its outstanding GBP 500,000,000 8.250% Senior Notes due 2020 issued March 27, 2012, or the 2012 Notes.
The Sterling Tender Offer expired at 5:00 p.m., London time, on March 19, 2015. As of the expiration date of the Sterling Tender
Offer, Jaguar Land Rover had received valid tenders and consents of GBP 441,548,000 in aggregate principal amount of notes
representing approximately 88.31% of the notes outstanding at the commencement of the Sterling Tender Offer, including tenders
of GBP 440,593,000 in aggregate principal amount of notes received at or prior to 5:00 p.m., London time, on March 5, 2015.
On February 24, 2015, JLR issued 400,000,000 aggregate principal amount of 3.875% Senior Notes due 2023, referred to as the
2015 Notes.
Jaguar Land Rover intends to use certain of the proceeds of the 2015 Notes, together with cash on hand, to repurchase the 2012
Notes tendered pursuant to the Sterling Tender Offer.
On March 3, 2015, Jaguar Land Rover commenced a tender offer and a consent solicitation, referred to as the Dollar Tender Offer,
in respect of its outstanding US$410,000,000 8.125% Senior Notes due 2021 issued May 19, 2011, or the 2011 Notes. As of
5:00 p.m., New York time, on 16 March 2015, being the early tender date, the Company has received valid tenders and consents
of US$326,117,000 in aggregate principal amount of notes representing approximately 79.54% of the notes outstanding at the
commencement of the Dollar Tender Offer.
New Products and Services
The following is a summary of our new and anticipated products in our Tata and other brand vehicles business:
Zest: On August 12, 2014 we announced the commercial launch of the Zest, the all new, sub-four meter compact sedan. The
Zest is being manufactured at the Pimpri and Ranjangaon Plant in Pune.
Bolt: On January 22, 2015, we announced the commercial launch of a sporty hatchback, the all-new Bolt. The Bolt is
manufactured at the Pimpri plant in Pune.
SuperAce Mint: The Tata Ace family of Mini trucks offer last mile cargo transport solutions from Tata Motors. With this
launch, we are penetrating further into the small pick-up market and plan to grow its market share in this segment.
Xenon and Prima: In January 2015, we launched our new-generation Xenon and Prima commercial vehicles in the Malaysian
market, with partner DRB-HICOM Commercial Vehicles.
The following is a summary of our new and anticipated products in our business:
Land Rover Discovery Sport: On September 2, 2014, Jaguar Land Rover revealed the new Discovery Sport, a versatile
premium compact sport utility vehicle that is the first member of the new Discovery family. Sales of the new Land Rover
Discovery Sport have been underway since early 2015.
Ranger Rover Evoque: The 2016 Range Rover Evoque made its world debut at the Geneva Motor Show in March 2015. It is
the first model from Jaguar Land Rover to feature full-LED adaptive headlamp technology.
Jaguar XE: The Jaguar XE made its global debut at the 2014 Paris Auto Show. It is the first aluminum monocoque vehicle in
the midsize segment.
Jaguar XF: The 2016 Jaguar XF is expected to make its official world debut at the 2015 New York International Auto Show
on April 1, 2015. As with other new Jaguar models, the XF will also feature strengthened, lightweight aluminum-intensive
construction.
58

Litigation involving our Company
Litigation filed against our Company
Regulatory proceedings
1. The CCI initiated an enquiry against our Company, FIAL
and other car manufactures (collectively referred to as the
OEMs) pursuant to an allegation that genuine spare parts
of automobiles manufactured by the OEMs were not made
freely available in the open market and accordingly, anticorruptive practices were carried out by the OEMs. The
CCI through its order dated August 25, 2014, held that the
OEMs had violated the provisions of Section 3 and Section
4 of the Competition Act and imposed a penalty of 2% of
the average turnover for three years (the CCI Order).
Subsequently, our Company and others filed a writ petition
before the Delhi High Court challenging the constitutional
validity of Section 22(3) and 27(b) of the Competition Act
under which the CCI Order was passed and penalty was
imposed. The Delhi High Court, through its interim order
dated September 30, 2014, admitted the writ petition and
granted stay on the CCI Order. The matter is currently
pending.
Tax proceedings
1. A show cause notice dated October 16, 2009 was issued
against our Company by Office of the Commissioner of
Service Tax, Mumbai demanding payment of service tax
aggregating to ` 325.7.4 crore for the period from Fiscal
2005 to Fiscal 2009 on (a) income derived from authorised
service station services for maintenance services provided
to the customers during the warranty period through
dealers (the Claim 1); (b) income derived from services
categorized as banking and other financial services
as a result of merger of Tata Finance Limited with our
Company (the Claim 2); and (c) amounts paid to foreign
parties as commission in foreign currency for business
auxiliary services received by our Company (the Claim
3). Two other show cause notices dated October 22, 2010
and October 19, 2011, respectively, were issued against our
Company by Office of the Commissioner of Service Tax,
Mumbai demanding payment of service tax aggregating to
` 66.63 crore on income derived from authorised service
station services for maintenance services provided to the
customers during the warranty period through dealers
during Fiscal 2010 and Fiscal 2011, respectively.

The Office of the Commissioner of Service Tax-II, Mumbai,
through its order dated March 26, 2013 (the Service Tax
Order), upheld the recovery demand raised through the
aforementioned three show cause notices and directed our
Company to pay the following amount:
(i) Claim 1: An amount of ` 312.45 crore payable
towards service tax, along with a penalty of ` 312.45
million, an additional penalty amount of `5,000 along
with ` 200 per day for the period in which the service
charge liability is not discharged, starting from the
first day after the due date and ending on the date of
actual payment of outstanding service tax in respect
of the service tax liability for the period from April
1, 2004 to April 17, 2006, subject to a maximum
of total service tax not paid for the said period and
a penalty of ` 200 for every day during which such
failure continues or at the rate of 2% of such tax per
month, whichever is higher, starting from the first day
after the due date till the date of actual payment of the
outstanding service tax in respect of the service tax
liability for the period from April 18, 2006 to May 9,
Jaguar F-Pace: The Jaguar F-Pace is based on the C-X17

Concept vehicle which was revealed at the Frankfurt Motor
Show in 2013. It is intended to be an ultimate practical
sports car, offering a combination of Jaguar sports car
inspired exterior design and a practical and spacious luxury
interior.
Property Plant and Equipment
Jaguar Land Rover has affirmed its GBP 600 million investment
plan across three sites in the West Midlands, United Kingdom.
The largest single investment has been made at its Castle
Bromwich plant to upgrade the facility for the production of
Jaguar XF, which consists of a GBP 320 million aluminum body
shop to facilitate lightweight vehicle manufacturing. In addition,
Jaguar Land Rover has completed the purchase of 62 acres of
land to double the size of its Advanced Design and Engineering
Centre in Whitley, Coventry to support development and
production of ultra-low emission vehicles. An investment of
GBP 150 million is also being made for the construction of
the National Automotive Innovation Centre, or NAIC, which
will open in Spring 2017. The NAIC is expected to provide
a technology hub for Jaguar Land Rovers research team to
work collaboratively with academics and R&D specialists from
across the automotive supply chain.
OUTSTANDING LITIGATION AND DEFAULTS
Except as disclosed below, there is no outstanding litigation
against our Company and its Subsidiaries including, suits,
criminal or civil prosecutions and taxation related proceedings
that would have a material adverse effect on our operations or
financial position.
In this regard, please note the following:
(i). in determining whether any outstanding litigation against
our Company and / or our Subsidiaries other than
litigation involving moral turpitude, criminal liability,
material violations of statutory regulations or proceedings
relating to economic offences would havea material advese
effect on our business, the materiality threshold has been
determined as per Clause XII sub-clause C in Part E of
Schedule VIII of the SEBI Regulations, which stipulates
that disclosure of outstanding litigation is required where
(a) the aggregate amount in such individual litigation is
likely to exceed 1% of the total revenue of our Company
or 1% of the networth of our Company, as per the last
completed financial year; (b) the decision in one case is
likely to affect the decision in similar cases ,even though
the amount involved in a single case individually may not
exceed 1% of the total revenue of our Company or 1% of
the networth of our Company, as per the last completed
financial year, if similar cases put together collectively
exceed such threshold; and
(ii). Except as stated below, neither our Company nor our
Subsidiaries are aware of any litigation involving moral
turpitude or criminal liability, material violations of
statutory regulations or proceedings relating to economic
offences, which have arisen in the last ten years.
In adition to the cases set out below, our Company and our
Subsidiaries, from time to time, have been and continue to be
involved in legal proceedings, arising in the ordinary course of
their respective businesses. None of these legal proceedings filed
against our Company or our Subsidiaries (excluding the cases
set out below) are in the nature of criminal proceedings and we
believe that the number of proceedings in which our Company
and our Subsidiaries are / were involved is not unusual for a
company of our size doing businesses in India.
59

Notices
1. A show cause notice dated October 17, 2012 was issued
against our Company by Office of Commissioner of Service
Tax demanding payment of service tax amount aggregating
to ` 46.63 crore on income derived from authorised service
station services for reimbursements made by our Company
to dealers for repair and maintenance services on vehicles
under warranty during Fiscal 2012 . The aggregate amount
involved is ` 46.63 crore. Our Company has replied to the
said show cause notice on January 28, 2013. The matter is
currently pending.
2. A show cause notice dated February 21, 2014 was issued
against our Company by the Office of the Commissioner
of Central Excise and Service Tax demanding payment
of service tax amount aggregating to ` 46.01 crore on
income derived from authorised service station services
for service charges reimbursed to dealers for carrying
out service during the warranty for the Fiscal 2013. The
aggregate amount involved is ` 46.01 crore. Our Company
has replied to the said show cause notice on January 6,
2015. The matter is currently pending.
3. A show cause notice dated November 16, 2012 was issued
against our Company by Customs & Central Excise
Commissionerate, Meerut-II , demanding recovery of the
amount that our Company had availed as CENVAT credit
for certain input aggregating to ` 14.73 crore along with
such interest as applicable for the period from November
2011 to July 2012. The aggregate amount involved is `
14.73 crore along with such interest as applicable. Our
Company has replied to the said show cause notice on May
5, 2014. The matter is currently pending.
4. A show cause notice dated September 4, 2013 was issued
against our Company by Customs & Central Excise
Commissionerate, Meerut-II, demanding recovery of the
amount that our Company had availed as CENVAT credit
for certain input aggregating to ` 61.61 crore for the period
from August 2012 to November 2012. The aggregate
amount involved is ` 61.61 crore. Our Company has replied
to the said show cause notice on September 5, 2014. The
matter is currently pending.
Criminal proceedings
1. 11 petitions were filed against our Company in different
forums for violation of provisions under the Minimum
Wages Act, 1948. The matters are currently pending.
forums for violation of provisions under the Contract
Labour (Regulation & Abolition) Act, 1970. The matters
are currently pending.
forums for offences under the Indian Penal Code, 1860.
The matters are currently pending.
4. A petition was filed against our Company under Section
3 (x) of the Scheduled Castes and Scheduled Tribes
(Prevention of Atrocities) Act, 1989. The matter is currently
pending.
5. Eight petitions were filed against our Company for alleged
violation of the provisions of the Factories Act, 1948. The
matters are currently pending.
6. Two petitions were filed against our Company for alleged
violation of provisions of the Industrial Dispute Act, 1947.
7. A petition was filed against our Company for alleged
violation of the provisions of the Indian Forest Act, 1927.
The matter is currently pending.
2008, subject to a maximum of total service tax not

paid for the said period with applicable interest.
(ii) Claim 2: An amount of ` 25.61 crore payable towards
service tax, along with a penalty of ` 5,000 and ` 200
for per day during the period in which such failure
continues or at the rate of 2% of such tax per month,
whichever is higher, starting from the first day after
the due date till the date of actual payment of the
outstanding service tax during Fiscal 2010, subject to
a maximum of total service tax not paid for the said
period, with applicable interest; and
(iii) Claim 3: An amount of ` 4.10 crore along with a
penalty of ` 5,000 and ` 200 for every day during
which such failure continues or at the rate of 2% of
such tax per month, whichever is higher, starting from
the first day after the due date till the date of actual
payment of the outstanding service tax during Fiscal
2011, subject to a maximum of total service tax not
paid for the said period, with applicable interest.
Subsequently, our Company preferred an appeal along
with an application for stay against the Service Tax Order
before the Customs, Excise and Service Tax Appellate
Tribunal, Mumbai (the CESTAT). The CESTAT, through
its interim order dated October 22, 2013, granted a stay on
recovery of amounts and penalties pending disposal of the
appeal subject to our Company pre-depositing an amount
of `0.55 crore. Our Company has deposited an amount of
` 0.55 crore and reported compliance to the CESTAT. The
2. Two show cause notices dated April 6, 2011 and February
29, 2012 were issued against our Company, by Customs
& Central Excise Commissionerate, Meerut-II, demanding
recovery of the amount aggregating to ` 369.38 crore that
our Company had availed as CENVAT credit on certain
inputs along with such interest as applicable for the
period between March 2010 to July 2010 and February
2011 to October 2011, respectively (the SCNs). The
Commissioner, Customs & Central Excise, Meerut-II,
through its order dated December 13, 2012, upheld the
recovery demand raised through the SCNs and imposed
a penalty of ` 369.38 crore along with such interest as
applicable on our Company (the Service Tax Order).
Subsequently, our Company preferred an appeal along
with an application for stay against the Service Tax Order
before the Customs, Excise and Service Tax Appellate
Tribunal, Delhi (the CESTAT). The CESTAT, through
its interim order dated August 12, 2013, granted a stay
and directed our Company to reverse the credit of an
amount of ` 318.93 crore. Our Company has reversed the
credit of an amount of `318.93 crore under protest and
has reported compliance to the CESTAT. The aggregate
amount involved is ` 369.38 crore along with such interest
as applicable. The matter is currently pending.
Arbitration proceedings
1. Our Company filed a statement of claim dated September
11, 2012 before the Arbitral Tribunal against the Delhi
Transport Corporation (the Respondent) for breach of an
agreement dated October 18, 2008 due to failure on part of
the Respondent to make timely payment of consideration
for supply of buses. Our Company has claimed an award
of ` 253.13 crore along with an interest of ` 70.20 crore,
aggregating to ` 323.33 crore. Our Company has also made
a claim for wrongful imposition of liquidated damages
of ` 8.70 crore for alleged delay in the supply of buses.
The Respondent has filed its reply and counter-claim. The
60

Litigation filed by our Company
Civil proceedings
In October 2008, our Company moved the Nano project from
Singur in West Bengal to Sanand in Gujarat. In June 2011,
the newly elected Government of West Bengal enacted a
law cancelling the land lease agreement at Singur, and took
over possession of the land. Our Company challenged the
constitutional validity of the law. In June 2012, the Calcutta
High Court declared the law unconstitutional and restored
our Companys rights under the land lease agreement. The
government of West Bengal filed an appeal in the Supreme
Court of India in August 2012, which is pending disposal. The
Criminal proceedings
1. Our Company has filed 10 petitions in different forums for
quashing the proceedings under the Minimum Wages Act,
1948. The matters are currently pending.
2. Our Company has filed 11 petitions in different forums
for quashing the proceedings under the Contract Labour
(Regulation & Abolition) Act, 1970. The matters are
currently pending.
3. Our Company has filed seven petitions in different forums
for quashing of proceedings under the Indian Penal Code,
4. Our Company has filed two petitions in different forums
under Section 66 of the Information Technology Act, 2000.
5. Our Company has filed three petitions in different forums
for quashing the proceedings under the Factories Act,
Uttarakhand plant
1. Application dated October 10, 2014 made to the Assistant
Director of Factories, Haldwani for renewal of factory
license for the year 2015.
OTHER REGULATORY AND STATUTORY
DISCLOSURES
Authority for the Issue
The Issue has been authorised by a resolution of our Board
passed at its meetings held on (a) January 27, 2015 pursuant to
Section 62 of the Companies Act, 2013; and (b) March 25, 2015.
Further, the issue of A Ordinary Shares has also been authorised
by a resolution dated March 3, 2015 of the shareholders of our
Company passed through postal ballot in terms of Rule 4(1)(b)
of the Companies (Share Capital and Debentures) Rules, 2014.
The Issue Price of ` 450 for the Ordinary Shares and ` 271 for
A Ordinary Shares has been arrived at in consultation with the
GCSLMs, the Lead Managers and the Co-Lead Manager.
Our Company has received approvals from the BSE and the
NSE under Clause 24(a) of the Listing Agreement for listing of
the Securities to be allotted in the Issue pursuant to letters, dated
March 27, 2015.
RBI Approval for Renunciation
The RBI has, pursuant to a letter dated March 30, 2015,
conveyed its no-objection to renunciation of Rights Entitlement
by the following:
1. resident shareholder to a non-resident. The offer price
to NR should not be less than at which the offer is made
to a resident shareholder in terms of Regulation 6 of
Notification No. FEMA.20/2000-RB dated May 3, 2000,
as amended from time to time. Further the renunciation of
the Rights Entitlement should be on the floor of the Stock
Exchanges;
2. non-resident shareholder to a resident on the floor of the
Stock Exchanges; and
3. non-resident shareholder to a non-resident on the floor of
the Stock Exchanges. However the offer price to NR should
not be less than at which the offer is made to a resident
shareholder. If the non-resident shareholder renouncing
the Rights Entitlement includes FIIs, the individual
limit and the over all limits (as applicable) would have
to be complied with; subject to the condition that: (a)
the Company complies with all the documentation and
reporting requirements; (b) if any transaction involves an
erstwhile OCB, the bank should approach with full details
for prior approval; (c) the NRI Shareholders holding nonrepatriable shares may renounce the Rights Entitlement in
favour of residents or other NRIs only; and (d) in terms
of Regulation 6 of Notification No. FEMA 20/2000-RB
dated May 3, 2000 as amended from time to time, only
the existing non-resident Shareholders may subscribe for
additional Securities over and above the Securities offered
on the rights basis by the Company.

Accordingly, only the following may apply for additional
Securities in the Issue:
(i) resident Ordinary Shareholders and A Ordinary
Shareholders of our Company;
(ii) non-resident Ordinary Shareholders and A Ordinary
Shareholders of our Company subject to the sectoral
cap; and
(iii) resident Renouncees.
Prohibition by SEBI or Other Governmental Authorities
Our Company, the Promoter, the members of the Promoter
GOVERNMENT AND OTHER APPROVALS

We are required to obtain approvals, registrations, permits and
licenses under the provisions of various laws and regulations
for conducting our business which include license to operate
factories, registration as a dealer, registration for manufacturing
of excisable goods, environmental licenses and other approvals.
The requirement for approvals for a particular plant may vary
based on factors such as the legal requirements in the state in
which the plant is located. Further, our obligation to obtain and
renew such approvals arises periodically and applications for
such approvals are made at the appropriate stage.
We have obtained necessary consents, licenses, permissions and
approvals from governmental and regulatory authorities that are
required for carrying on our present business activities. Some
of the approvals and licenses that we require for our business
operations may expire in the ordinary course of business, and
we will apply for their renewal from time to time.
We have set out below, details of pending approvals and pending
renewal of licenses in relation to our business:
I. Pending Approvals
Jamshedpur plant
1. Application dated November 12, 2014 made to the
Jharkhand State Pollution Control Board, under the Water
Act for renewal of consent to operate for trade effluent
discharge for the period starting from January 1, 2015 to
December 31, 2015.
2. Application dated November 12, 2014 made to the
Jharkhand State Pollution Control Board, under the Air
Act for renewal of consent to operate for air emission for
the period starting from January 1, 2015 to December 31,
2015.
61

4. our Company has redressed at least 95% of the complaints
received from the investors till the end of the quarter
immediately preceding the month of the date of the Letter
of Offer;
5. our Company has been in compliance with the Listing
Agreement for a period of at least three years immediately
preceding the date of the Letter of Offer;
6. the impact of auditor qualifications, if any, on the audited
accounts of our Company in respect of Fiscal 2014 does
not exceed 5% of the net profit after tax for Fiscal 2014;
7. no show-cause notices have been issued or prosecution
proceedings initiated by the SEBI or pending against our
Company or the Promoter or whole time directors as of the
date of the Letter of Offer; and
8. the entire shareholding of the Promoter Group is held in
dematerialised form as on the date of the Letter of Offer.
Compliance with Part E of Schedule VIII of the SEBI
Regulations
Our Company is in compliance with the provisions specified in
Clause (1) of Part E of Schedule VIII of the SEBI Regulations
as explained below:
1. Our Company has been filing periodic reports, statements
and information in compliance with the listing agreement
for the last three years immediately preceding the date
of filing of the Letter of Offer with the Designated Stock
Exchange.
2. The reports, statements and information referred to in subclause (a) above are available on the website of the BSE
and the NSE or on a common e-filing platform specified by
SEBI.
3. Our Company has an investor grievance-handling
mechanism which includes meeting of the Shareholders
/ Investors Grievance Committee at frequent intervals,
appropriate delegation of power by our Board as regards
share transfer and clearly laid down systems and procedures
for timely and satisfactory redressal of investor grievances.
As our Company satisfies the conditions specified in Clause (1)
of Part E of Schedule VIII of SEBI Regulations, disclosures in
the Letter of Offer have been made in terms of Clause (5) of Part
E of Schedule VIII of the SEBI Regulations.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT
THE SUBMISSION OF LETTER OF OFFER TO
SEBI SHOULD NOT, IN ANY WAY BE DEEMED OR
CONSTRUED THAT THE SAME HAS BEEN CLEARED
OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL
SOUNDNESS OF ANY SCHEME OR THE PROJECT
FOR WHICH THE ISSUE IS PROPOSED TO BE MADE,
OR FOR THE CORRECTNESS OF THE STATEMENTS
MADE OR OPINIONS EXPRESSED IN THE LETTER
OF OFFER. THE GLOBAL CO-ORDINATORS AND
SENIOR LEAD MANAGERS, CITIGROUP GLOBAL
MARKETS INDIA PRIVATE LIMITED, CREDIT
SUISSE SECURITIES (INDIA) PRIVATE LIMITED, DSP
MERRILL LYNCH LIMITED, HSBC SECURITIES AND
CAPITAL MARKETS (INDIA) PRIVATE LIMITED, J. P.
MORGAN INDIA PRIVATE LIMITED AND THE LEAD
MANAGERS, ICICI SECURITIES LIMITED, KOTAK
MAHINDRA CAPITAL COMPANY LIMITED AND SBI
CAPITAL MARKETS LIMITED AND THE CO-LEAD
MANAGER, HDFC BANK LIMITED HAVE CERTIFIED
THAT THE DISCLOSURES MADE IN THE LETTER OF
OFFER ARE GENERALLY ADEQUATE AND ARE IN
Group, the Directors, persons in control of our Company and

persons in control of the Promoter have not been prohibited
from accessing or operating the capital market or restrained
from buying, selling or dealing in securities under any order
or direction passed by SEBI or any other regulatory or
governmental authority.
The companies with which the Promoter, the Directors or the
persons in control of our Company are or were associated as
promoter, directors or persons in control have not been debarred
from accessing the capital market under any order or direction
passed by SEBI or any other regulatory or governmental
authority.
None of the Directors are associated with the securities market
in any manner.
Subodh Bhargava, our Non-Executive Independent Director is
also an independent director on the board of directors of Batliboi
Limited (Batliboi). SEBI, through its order dated June 4, 2013
(the SEBI Order) has, inter alia, prohibited the directors of
Batliboi, including Subodh Bhargava from: (i) buying, selling
or otherwise dealing in securities of Batliboi in any manner
either directly or indirectly; and (ii) holding any new position
as a director in any listed company, till such time that Batliboi
complies with the minimum public shareholding requirements
prescribed under the Securities Contracts (Regulation) Rules,
1957.
Prohibition by RBI
None of our Company, the Promoter, the relatives (as defined
under the Companies Act) of Promoters or Group Companies
have been identified as wilful defaulters by the RBI or any other
governmental authority.
Eligibility for the Issue
Our Company is a listed company was incorporated under
the Companies Act, 1913. The Securities of our Company are
presently listed on the BSE and NSE. It is eligible to offer
Securities pursuant to this Issue in terms of Chapter IV of the
SEBI Regulations.
Compliance with Regulation 4(2) of the SEBI Regulations
Our Company is in compliance with the conditions specified in
Regulation 4(2), to the extent applicable. Further, in relation to
compliance with Regulation 4(2)(d) of the SEBI Regulations,
Company undertakes to make an application to the Stock
Exchanges for listing of the Securities to be issued pursuant
to this Issue. Our Company has chosen BSE as the Designated
Stock Exchange for the Issue.
Compliance with Regulation 10 of the SEBI Regulations
Our Company satisfies the following conditions specified in
Regulation 10 and accordingly, our Company is eligible to make
this Issue by way of a fast track issue:
1. the Ordinary Shares and the A Ordinary Shares have been
listed on BSE and NSE, each being a recognised stock
exchange having nationwide trading terminals, for a period
of at least three years immediately preceding the date of the
Letter of Offer;
2. the average market capitalisation of the public shareholding
of our Company is at least ` 30,000 million;
3. the annualised trading turnover of the Ordinary Shares
and A Ordinary Shares of our Company during the six
calendar months immediately preceding the month of
the Letter of Offer with the Designated Stock Exchange
has been at least 2% of the weighted average number of
Ordinary Shares and A Ordinary Shares, as applicable,
available as free float during such six months period;
62

CONFORMITY WITH SEBI (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS,
2009 IN FORCE FOR THE TIME BEING. THIS
REQUIREMENT IS TO FACILITATE INVESTORS
TO TAKE AN INFORMED DECISION FOR MAKING
INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT
WHILE THE ISSUER IS PRIMARILYRESPONSIBLE FOR
THE CORRECTNESS, ADEQUACY AND DISCLOSURE
OF ALL RELEVANT INFORMATION IN THE LETTER
OF OFFER, THE GLOBAL CO-ORDINATORS AND
SENIOR LEAD MANAGERS, THE LEAD MANAGERS
AND THE CO-LEAD MANAGER ARE EXPECTED
TO EXERCISE DUE DILIGENCE TO ENSURE THAT
THE ISSUER DISCHARGES ITS RESPONSIBILITY
ADEQUATELY IN THIS BEHALF AND TOWARDS
THIS PURPOSE, GLOBAL CO-ORDINATORS AND
SENIOR LEAD MANAGERS, CITIGROUP GLOBAL
MARKETS INDIA PRIVATE LIMITED, CREDIT
SUISSE SECURITIES (INDIA) PRIVATE LIMITED, DSP
MERRILL LYNCH LIMITED, HSBC SECURITIES AND
CAPITAL MARKETS (INDIA) PRIVATE LIMITED, J. P.
MORGAN INDIA PRIVATE LIMITED AND THE LEAD
MANAGERS, ICICI SECURITIES LIMITED, KOTAK
MAHINDRA CAPITAL COMPANY LIMITED AND SBI
CAPITAL MARKETS LIMITED AND THE CO-LEAD
MANAGER, HDFC BANK LIMITED, HAS FURNISHED
TO SEBI A DUE DILIGENCE CERTIFICATE DATED
MARCH 30, 2015 WHICH READS AS FOLLOWS:
(1) WE HAVE EXAMINED VARIOUS DOCUMENTS
INCLUDING THOSE RELATING TO LITIGATION
LIKE
COMMERCIAL DISPUTES,
PATENT
DISPUTES, DISPUTES WITH COLLABORATORS,
ETC. AND OTHER MATERIAL IN CONNECTION
WITH THE FINALISATION OF THE LETTER OF
OFFER PERTAINING TO THE ISSUE;
(2) ON THE BASIS OF SUCH EXAMINATION AND
THE DISCUSSIONS WITH OUR COMPANY, ITS
DIRECTORS AND OTHER OFFICERS, OTHER
AGENCIES, AND INDEPENDENT VERIFICATION
OF THE STATEMENTS CONCERNING THE
OBJECTS OF THE ISSUE, PRICE JUSTIFICATION
AND THE CONTENTS OF THE DOCUMENTS AND
OTHER PAPERS FURNISHED BY OUR COMPANY,
WE CONFIRM THAT:
(a) THE LETTER OF OFFER FILED WITH SEBI IS
IN CONFORMITY WITH THE DOCUMENTS,
MATERIALS AND PAPERS RELEVANT TO
THE ISSUE;
(b) ALL
THE
LEGAL
REQUIREMENTS
RELATING TO THE ISSUE AS ALSO
THE
REGULATIONS
GUIDELINES,
INSTRUCTIONS, ETC. FRAMED/ISSUED BY
SEBI, THE CENTRAL GOVERNMENT AND
ANY OTHER COMPETENT AUTHORITY IN
THIS BEHALF HAVE BEEN DULY COMPLIED
WITH; AND
(c) THE DISCLOSURES MADE IN THE LETTER
OF OFFER ARE TRUE, FAIR AND ADEQUATE
TO ENABLE THE INVESTORS TO MAKE A
WELL INFORMED DECISION AS TO THE
INVESTMENT IN THE PROPOSED ISSUE AND
SUCH DISCLOSURES ARE IN ACCORDANCE
WITH THE REQUIREMENTS OF THE
COMPANIES ACT, 1956, AND THE COMPANIES
(3)
(4)
(5)
(6)
(7)
(8)
63
ACT, 2013, TO THE EXTENT APPLICABLE,

SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS)
REGULATIONS,
2009
AND
OTHER
APPLICABLE
LEGAL
REQUIREMENTS.
WE CONFIRM THAT BESIDES OURSELVES, ALL
THE INTERMEDIARIES NAMED IN THE DRAFT
LETTER OF OFFER ARE REGISTERED WITH SEBI
AND THAT TILL DATE SUCH REGISTRATION IS
VALID.
WE HAVE SATISFIED OURSELVES ABOUT THE
CAPABILITY OF THE UNDERWRITERS TO
FULFIL THEIR UNDERWRITING COMMITMENTS
COMPLIED WITH.
WE CERTIFY THAT WRITTEN CONSENT
FROM PROMOTER HAS BEEN OBTAINED FOR
INCLUSION OF HIS SPECIFIED SECURITIES
AS PART OF PROMOTERS CONTRIBUTION
SUBJECT TO LOCK-IN AND THE SPECIFIED
SECURITIES PROPOSED TO FORM PART OF
PROMOTERS CONTRIBUTION SUBJECT TO
LOCK-IN SHALL NOT BE DISPOSED / SOLD /
TRANSFERRED BY THE PROMOTER DURING
THE PERIOD STARTING FROM THE DATE OF
FILING THE LETTER OF OFFER WITH SEBI TILL
THE DATE OF COMMENCEMENT OF LOCK-IN
PERIOD AS STATED IN THE LETTER OF OFFER
NOT APPLICABLE
WE CERTIFY THAT REGULATION 33 OF THE
SECURITIES AND EXCHANGE BOARD OF
REQUIREMENTS)
REGULATIONS,
2009,
WHICH RELATES TO SPECIFIED SECURITIES
INELIGIBLE
FOR
COMPUTATION
OF
PROMOTERS CONTRIBUTION, HAS BEEN
DULY COMPLIED WITH AND APPROPRIATE
DISCLOSURES AS TO COMPLIANCE WITH THE
SAID REGULATION HAVE BEEN MADE IN THE
LETTER OF OFFER NOT APPLICABLE
WE UNDERTAKE THAT SUB-REGULATION (4)
OF REGULATION 32 AND CLAUSE (C) AND (D)
OF SUB-REGULATION (2) OF REGULATION 8 OF
THE SECURITIES AND EXCHANGE BOARD OF
REQUIREMENTS) REGULATIONS, 2009 SHALL
BE COMPLIED WITH. WE CONFIRM THAT
ARRANGEMENTS HAVE BEEN MADE TO
ENSURE THAT PROMOTERS CONTRIBUTION
SHALL BE RECEIVED AT LEAST ONE DAY
BEFORE THE OPENING OF THE ISSUE. WE
UNDERTAKE THAT AUDITORS CERTIFICATE
TO THIS EFFECT SHALL BE DULY SUBMITTED
TO SEBI. WE FURTHER CONFIRM THAT
ENSURE THAT PROMOTERS CONTRIBUTION
SHALL BE KEPT IN AN ESCROW ACCOUNT
WITH A SCHEDULED COMMERCIAL BANK
AND SHALL BE RELEASED TO OUR COMPANY
ALONG WITH THE PROCEEDS OF THE ISSUE
NOT APPLICABLE
WE CERTIFY THAT THE PROPOSED ACTIVITIES
OF OUR COMPANY FOR WHICH THE FUNDS
ARE BEING RAISED IN THE PRESENT ISSUE
FALL WITHIN THE MAIN OBJECTS LISTED IN

THE OBJECT CLAUSE OF THE MEMORANDUM
OF ASSOCIATION OR OTHER CHARTER OF OUR
COMPANY AND THAT THE ACTIVITIES WHICH
HAVE BEEN CARRIED OUT UNTIL NOW ARE
VALID IN TERMS OF THE OBJECT CLAUSE OF
ITS MEMORANDUM OF ASSOCIATION.
(9) WE
CONFIRM
THAT
NECESSARY
ENSURE THAT THE MONEYS RECEIVED
PURSUANT TO THE ISSUE ARE KEPT IN A
SEPARATE BANK ACCOUNT AS PER THE
PROVISIONS OF SUB-SECTION (3) OF SECTION
40 OF THE COMPANIES ACT, 2013 AND THAT
SUCH MONEYS SHALL BE RELEASED BY THE
SAID BANK ONLY AFTER PERMISSION IS
OBTAINED FROM ALL THE STOCK EXCHANGES
MENTIONED IN THE LETTER OF OFFER. WE
FURTHER CONFIRM THAT THE AGREEMENT
ENTERED INTO BETWEEN THE BANKERS TO
THE ISSUE AND OUR COMPANY SPECIFICALLY
CONTAINS THIS CONDITION - NOT APPLICABLE
FOR A RIGHTS ISSUE. TRANSFER OF MONIES
RECEIVED PURSUANT TO THE ISSUE SHALL
BE RELEASED TO OUR COMPANY AFTER
FINALISATION OF THE BASIS OF ALLOTMENT
IN COMPLIANCE WITH REGULATION 56 OF THE
SEBI REGULATIONS.
(10) WE CERTIFY THAT A DISCLOSURE HAS BEEN
MADE IN THE LETTER OF OFFER THAT THE
INVESTORS SHALL BE GIVEN AN OPTION TO
GET THE SECURITIES IN DEMAT OR PHYSICAL
MODE.
(11) WE CERTIFY THAT ALL THE APPLICABLE
DISCLOSURES MANDATED IN THE SECURITIES
AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2009 HAVE BEEN MADE IN
ADDITION TO DISCLOSURES WHICH, IN OUR
VIEW, ARE FAIR AND ADEQUATE TO ENABLE
THE INVESTOR TO MAKE A WELL INFORMED
DECISION.
(12) WE
CERTIFY THAT THE
FOLLOWING
DISCLOSURES HAVE BEEN MADE IN THE
LETTER OF OFFER:
(a) AN UNDERTAKING FROM OUR COMPANY
THAT AT ANY GIVEN TIME, THERE SHALL
BE ONLY ONE DENOMINATION FOR THE
ORDINARY SHARES AND A ORDINARY
SHARES OF OUR COMPANY; AND
(b) AN UNDERTAKING FROM OUR COMPANY
THAT IT SHALL COMPLY WITH SUCH
DISCLOSURE AND ACCOUNTING NORMS
SPECIFIED BY SEBI FROM TIME TO TIME.
(13) WE
UNDERTAKE
TO
COMPLY
WITH
THE
REGULATIONS
PERTAINING
TO
ADVERTISEMENT IN TERMS OF THE SECURITIES
REGULATIONS, 2009 WHILE MAKING THE ISSUE
NOTED FOR COMPLIANCE.
(14) WE ENCLOSE A NOTE EXPLAINING HOW
THE PROCESS OF DUE DILIGENCE HAS BEEN
EXERCISED BY US IN VIEW OF THE NATURE
OF CURRENT BUSINESS BACKGROUND OR THE
ISSUER, SITUATION AT WHICH THE PROPOSED
BUSINESS STANDS, THE RISK FACTORS,

PROMOTERS EXPERIENCE, ETC.
(15) WE ENCLOSE A CHECKLIST CONFIRMING
REGULATION-WISE COMPLIANCE WITH THE
APPLICABLE PROVISIONS OF THE SECURITIES
REGULATIONS, 2009, CONTAINING DETAILS
SUCH AS THE REGULATION NUMBER, ITS TEXT,
THE STATUS OF COMPLIANCE, PAGE NUMBER
OF THE LETTER OF OFFER WHERE THE
REGULATION HAS BEEN COMPLIED WITH AND
OUR COMMENTS, IF ANY.
(16) WE ENCLOSE STATEMENT ON PRICE
INFORMATION OF PAST ISSUES HANDLED
BY GLOBAL CO-ORDINATORS AND SENIOR
LEAD MANAGERS, THE LEAD MANAGERS AND
THE CO-LEAD MANAGER BELOW (WHO IS
RESPONSIBLE FOR PRICING THIS ISSUE), AS
PER FORMAT SPECIFIED BY SEBI THROUGH
CIRCULAR DATED SEPTEMBER 27, 2011. NOT
APPLICABLE
(17) WE CERTIFY THAT PROFITS FROM RELATED
PARTY TRANSACTIONS HAVE ARISEN FROM
LEGITIMATE BUSINESS TRANSACTIONS.
COMPLIED WITH TO THE EXTENT OF THE
RELATED PARTY TRANSACTIONS REPORTED, IN
ACCORDANCE WITH ACCOUNTING STANDARD
18, IN THE FINANCIAL STATEMENTS OF OUR
COMPANY INCLUDED IN The Letter of Offer.
(18) WE
CONFIRM
THAT
NONE
OF
THE
INTERMEDIARIES NAMED IN THE LETTER
OF OFFER HAVE BEEN DEBARRED FROM
FUNCTIONING
BY
ANY
REGULATORY
AUTHORITY.
(19) WE CONFIRM THAT THE COMPANY IS
ELIGIBLE TO MAKE FAST TRACK ISSUE IN
TERMS OF REGULATION 10 OF THE SECURITIES
REGULATIONS, 2009. THE FULFILMENT OF THE
ELIGIBILITY CRITERIA AS SPECIFIED IN THAT
REGULATION, BY THE COMPANY, HAS ALSO
BEEN DISCLOSED IN THE LETTER OF OFFER.
(20) WE CONFIRM THAT ALL THE MATERIAL
DISCLOSURES IN RESPECT OF THE COMPANY
HAVE BEEN MADE IN THE LETTER OF
OFFER AND CERTIFY THAT ANY MATERIAL
DEVELOPMENT IN THE COMPANY OR RELATING
TO THE ISSUE, UP TO THE COMMENCEMENT
OF LISTING AND TRADING OF THE SPECIFIED
SECURITIES OFFERED THROUGH THIS ISSUE
SHALL BE INFORMED THROUGH PUBLIC
NOTICES / ADVERTISEMENTS IN ALL THOSE
NEWSPAPERS IN WHICH THE PRE-ISSUE
ADVERTISEMENT AND ADVERTISEMENT FOR
OPENING OR CLOSURE OF THE ISSUE HAVE
BEEN GIVEN. COMPLIED WITH AND NOTED
FOR COMPLIANCE.
(21) WE CONFIRM THAT THE ABRIDGED LETTER OF
OFFER CONTAINS ALL THE DISCLOSURES AS
SPECIFIED IN THE SECURITIES AND EXCHANGE
BOARD OF INDIA (ISSUE OF CAPITAL AND
2009. COMPLIED WITH
64

Disclaimer Clause of the BSE
As required, a copy of the Letter of Offer has been submitted
to the BSE. BSE has, through its letter No. DCS/PREF/PS/IPRT/832/14-15 dated March 27, 2015, permitted our Company
to use BSEs name in the Letter of Offer as one of the stock
exchanges on which our Companys securities are listed. BSE
has scrutinized the Letter of Offer for its limited internal purpose
of deciding on the matter of granting the aforesaid permission to
our Company. It is to be distinctly understood that the Letter of
Offer has not been cleared or approved by the BSE. BSE does
not in any manner:
(i) warrant, certify or endorse the correctness or completeness
of any of the contents of the Letter of Offer; or
(ii) warrant that the Companys securities will be listed or will
continue to be listed on the BSE; or
(iii) take any responsibility for the financial or other soundness
of the Company, its promoters, its management or any
scheme or project of the Company; and it should not for
any reason be deemed to be construed that the Letter of
Offer has been cleared or approved by the BSE. Every
person who desires to apply for or otherwise acquires any
securities of the Company may do so pursuant to indepdent
inquiry, investigation and analysis and shall not have any
claim against the BSE whatsoever by reason of any loss
which may be suffered by such person consequent to or in
connection with such subscription / acquisition whether by
reason of anything stated or omitted to be stated herein or
any other reason whatsoever.
Selling Restrictions
The distribution of the Letter of Offer and the issue of Securities
on a rights basis to persons in certain jurisdictions outside
India is restricted by legal requirements prevailing in those
jurisdictions. Persons into whose possession the Letter of Offer
may come are required to inform themselves about and observe
such restrictions. Our Company is making this Issue on a rights
basis to the Eligible Shareholders of our Company and will
dispatch the Letter of Offer/ Abridged Letter of Offer and CAF
only to Eligible Shareholders. No action has been or will be
taken to permit the Issue in any jurisdiction, or the possession,
circulation, or distribution of the Letter of Offer or any other
material relating to our Company, the Securities or Rights
Entitlement in any jurisdiction, where action would be required
for that purpose, except that the Letter of Offer has been filed
with SEBI.
Accordingly, the Securities and Rights Entitlement may not be
offered or sold, directly or indirectly, and none of the Letter of
Offer or any offering materials or advertisements in connection
with the Securities or Rights Entitlement may be distributed or
published in any jurisdiction, except in accordance with legal
requirements applicable in such jurisdiction. Receipt of the
Letter of Offer will not constitute an offer in those jurisdictions
in which it would be illegal to make such an offer.
The Letter of Offer and its accompanying documents are
being supplied to you solely for your information and may
not be reproduced, redistributed or passed on, directly or
indirectly, to any other person or published, in whole or in
part, for any purpose.
If the Letter of Offer is received by any person in any jurisdiction
where to do so would or might contravene local securities laws
or regulation, or by their agent or nominee, they must not seek
to subscribe to the Securities or the Rights Entitlement referred
to in the Letter of Offer. Investors are advised to consult their
legal counsel prior to applying for the Rights Entitlement and
Securities or accepting any provisional allotment of Securities,
(22) WE CONFIRM THAT AGREEMENTS HAVE BEEN

ENTERED INTO WITH THE DEPOSITORIES
FOR DEMATERIALISATION OF THE SPECIFIED
SECURITIES OF THE COMPANY.
(23) WE CERTIFY THAT AS PER THE REQUIREMENTS
OF FIRST PROVISO TO SUBREGULATION (4) OF
REGULATION 32 OF SECURITIESAND EXCHANGE
BOARD OF INDIA (ISSUE OF CAPITAL AND
2009, THE CASH FLOW STATEMENT HAS BEEN
PREPARED AND DISCLOSED IN THE LETTER OF
OFFER. NOT APPLICABLE.
THE FILING OF THE LETTER OF OFFER DOES NOT,
HOWEVER, ABSOLVE OUR COMPANY FROM ANY
LIABILITIES UNDER SECTION 34 OR SECTION
36 OF THE COMPANIES ACT, 2013 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY OR
OTHER CLEARANCE AS MAY BE REQUIRED FOR THE
PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER
RESERVES THE RIGHT TO TAKE UP, AT ANY POINT
OF TIME, WITH THE GLOBAL CO-ORDINATORS AND
SENIOR LEAD MANAGERS, THE LEAD MANAGERS
AND THE CO-LEAD MANAGER ANY IRREGULARITIES
OR LAPSES IN THE LETTER OF OFFER.
Disclaimer clauses from our Company, the GCSLMs, the
Lead Managers and Co-Lead Manager
Our Company, the GCSLMs, the Lead Managers and the CoLead Manager accept no responsibility for statements made
otherwise than in the Letter of Offer or in any advertisement or
other material issued by our Company or by any other persons
at the instance of our Company and anyone placing reliance on
any other source of information would be doing so at his own
risk.
Investors who invest in the Issue will be deemed to have
represented to our Company, the GCSLMs, the Lead Managers,
the Co-Lead Manager and their respective directors, officers,
agents, affiliates and representatives that they are eligible under
all applicable laws, rules, regulations, guidelines and approvals
to acquire Securities, and are relying on independent advice /
evaluation as to their ability and quantum of investment in the
Issue.
CAUTION
Our Company, the GCSLMs, the Lead Managers and the CoLead Manager shall make all information available to the
Eligible Shareholders and no selective or additional information
would be available for a section of the Eligible Shareholders in
any manner whatsoever including at presentations, in research
or sales reports etc. after filing of the Letter of Offer.
No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in the Letter
of Offer. You must not rely on any unauthorized information or
representations. The Letter of Offer is an offer to sell only the
Securities and rights to purchase the Securities offered hereby,
but only under circumstances and in jurisdictions where it is
lawful to do so. The information contained in the Letter of Offer
is current only as of its date.
Disclaimer with respect to jurisdiction
The Letter of Offer has been prepared under the provisions of
Indian laws and the applicable rules and regulations thereunder.
Any disputes arising out of the Issue will be subject to the
jurisdiction of the appropriate court(s) in Mumbai, India only.
Designated Stock Exchange
The Designated Stock Exchange for the purpose of the Issue
will be BSE.
65

or making any offer, sale, resale, pledge or other transfer of the
Securities or Rights Entitlement.
Neither the delivery of the Letter of Offer nor any sale hereunder,
shall under any circumstances create any implication that there
has been no change in our Companys affairs from the date
hereof or the date of such information or that the information
contained herein is correct as of any time subsequent to this
date or the date of such information. Please also see Selling
Restrictions on page 194 of the Letter of Offer.
Filing
The Letter of Offer is being filed with the Designated Stock
Exchange as per the provisions of the SEBI Regulations.
Further, in terms of Regulation 6(4) of the SEBI Regulations,
our Company will simulatenously while filing the Letter of
Offer with the Designated Stock Exchange, file a copy of the
Letter of Offer with SEBI.
Issue Related Expenses
The expenses of the Issue payable by our Company include
brokerage, fees and reimbursement to the GCSLMs, Lead
Managers, the Co-Lead Manager, Auditor, legal advisors,
Registrar, printing and distribution expenses, publicity, listing
fees, stamp duty and other expenses and will be met out of the
Issue Proceeds. For further details, see Objects of the Issue
Issue Expenses on page 70 of the Letter of Offer.
Investor Grievances and Redressal System
Our Company has adequate arrangements for the redressal
of investor complaints in compliance with the corporate
governance requirements under the Listing Agreement.
Our Company has a Stakeholder Relationship Committee which
currently comprises of Vinesh K Jairath and Falguni Nayar.
The broad terms of reference include redressal of investors
complaints pertaining to share / debenture transfers, nonreceipt of annual reports, interest / dividend payments, issue
of duplicate certificates etc. We have been registered with the
SEBI Complaints Redress System (SCORES) as required by
the SEBI Circular no. CIR/ OIAE/ 2/ 2011 dated June 3, 2011.
Consequently, investor grievances are tracked online by our
Company.
The Investor complaints received by our Company are disposed
off within 15 days from the date of receipt of the complaint.
Status of outstanding investor complaints in relation to our
Company
As on the date of the Letter of Offer, there were no outstanding
investor complaints.
Investor Grievances arising out of the Issue
Our Companys investor grievances arising out of the Issue will
be handled by Link Intime India Private Limited, the Registrar
to the Issue. The Registrar will have a separate team of personnel
handling only post-Issue correspondence.
The agreement between our Company and the Registrar will
provide for retention of records with the Registrar for a period
of at least one year from the last date of dispatch of Allotment
Advice/ demat credit/ refund order to enable the Registrar to
redress grievances of Investors.
All grievances relating to the Issue may be addressed to the
Registrar or the SCSB in case of ASBA Applicants giving full
details such as folio no., name and address, contact telephone /
cell numbers, e-mail id of the first Applicant, number and type
of Securities applied for, CAF serial number, amount paid on
application and the name of the bank and the branch where
the application was deposited, along with a photocopy of the
acknowledgement slip. In case of renunciation, the same details
of the Renouncee should be furnished.
The average time taken by the Registrar for attending to routine

grievances will be 7 to 10 days from the date of receipt of
complaints. In case of non-routine grievances where verification
at other agencies is involved, it would be the endeavour of the
Registrar to attend to them as expeditiously as possible. Our
Company undertakes to resolve the investor grievances in a
time bound manner.
Registrar to the Issue
C-13, Pannalal Silk Mills Compound, L.B.S. Marg
Bhandup (West), Mumbai 400 078
Tel: (91 22) 6171 5400 / 9167779196 /97 /98/ 99
Fax: (91 22) 2596 0329
Website: www.linkintime.co.in
Email: tatamotors.rights@linkintime.co.in
Investors may contact the Compliance Officer or the
Registrar in case of any pre-Issue/ post -Issue related
problems such as non-receipt of Allotment advice/
demat credit/refund orders etc. The contact details of the
Compliance Officer are as follows:
H K Sethna
Bombay House, 24, Homi Mody Street, Mumbai 400 001
Tel: (91 22) 6665 8282, Fax: (91 22) 6665 7799
E-mail: inv_rel@tatamotors.com
TERMS OF THE ISSUE
The Securities proposed to be issued on a rights basis, are
subject to the terms and conditions contained in the Letter
of Offer, the Abridged Letter of Offer, the CAF, the SAF, the
Memorandum of Association and Articles of Association of our
Company, and the provisions of the Companies Act, FEMA,
the guidelines and regulations issued by SEBI, the guidelines,
notifications and regulations for the issue of capital and for
listing of securities issued by the Government of India and other
statutory and regulatory authorities from time to time, approvals,
if any, from the RBI or other regulatory authorities, the terms
of listing agreements entered into by our Company with the
Stock Exchanges and terms and conditions as stipulated in the
allotment advice or security certificate.
Please note that in accordance with the provisions of the
SEBI circular no. CIR/CFD/DIL/1/2011 dated April 29,
2011 all QIBs and Non-Institutional Investors and Non
Retail Individual Investors complying with the eligibility
conditions prescribed under the SEBI circular no. SEBI/
CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009
must mandatorily invest through the ASBA process. All
Retail Individual Investors complying with the conditions
prescribed under the SEBI circular dated December 30, 2009
may optionally apply through the ASBA process. Investors
who are not (i) QIBs, (ii) Non-Institutional Investors, or (iii)
Investors whose Application Money is more than ` 200,000,
can participate in the Issue either through the ASBA process
or the non ASBA process. Eligible Shareholders holding
Ordinary Shares or A Ordinary Shares in physical form
and Renouncees are not eligible ASBA Investors and must
only apply for Securities through the non-ASBA process,
irrespective of the Application Money. All non-retail
Investors are encouraged to make use of ASBA process
wherever such facility is available.
ASBA Investors should note that the ASBA process involves
application procedures that may be different from the procedure
66

Indian address to our Company. The distribution
of the Letter of Offer/Abridged Letter of Offer and
the issue of Securities on a rights basis to persons in
certain jurisdictions outside India is restricted by legal
requirements prevailing in those jurisdictions. Any
person who acquires Rights Entitlements or Securities
will be deemed to have declared, warranted and
agreed, by accepting the delivery of the Letter of Offer/
Abridged Letter of Offer/CAF, that such person is not
and that at the time of subscribing for the Securities or
the Rights Entitlements, will not be, in any restricted
jurisdiction.
PRINCIPAL TERMS OF THE SECURITIES
Face Value
Each Ordinary Share will have the face value of ` 2 and each A
Ordinary Share will have the face value of ` 2.
Issue Price
Each Ordinary Share shall be offered at an Issue Price of ` 450
for cash at a premium of ` 448 per Ordinary Share. Each A
Ordinary Share shall be offered at an Issue Price of ` 271 for cash
at a premium of ` 269 per A Ordinary Share. The Issue Price
for Ordinary Shares and A Ordinary Shares has been arrived
at after consultation between our Company, the GCSLMs, the
Lead Managers and the Co-Lead Manager and has been decided
prior to the determination of the Book Closure Date.
Rights Entitlement Ratio
The Ordinary Shares are being offered on a rights basis to the
Eligible Ordinary Shareholders in the ratio of six Ordinary
Share(s) for every 109 Ordinary Share(s) held on the Book
Closure Date and the A Ordinary Shares are being offered on a
rights basis to the Eligible A Ordinary Shareholders in the ratio
of six A Ordinary Share(s) for every 109 A Ordinary Share(s)
held on the Book Closure Date.
Terms of Payment
Full amount of ` 450 per Ordinary Share and ` 271 per A
Ordinary Share, as applicable, is payable on application.
Fractional Entitlements
The Ordinary Shares are being offered on a rights basis to the
Eligible Ordinary Shareholders in the ratio of six
Ordinary Share(s) for every 109 Ordinary Share(s) held on the
Book Closure Date and the A Ordinary Shares are being offered
on a rights basis to the Eligible A Ordinary Shareholders in the
ratio of six A Ordinary Share(s) for every 109 A Ordinary
Share(s) held on the Book Closure Date. For Securities being
offered on a rights basis under this Issue, if the shareholding
of any of the Eligible Shareholders is less than 109 Ordinary
Shares or 109 A Ordinary Shares, as applicable, or not in
the multiple of 109, the fractional entitlement of such Eligible
Shareholders shall be ignored in the computation of the Rights
Entitlement. However, Eligible Shareholders whose fractional
entitlements are being ignored as above would be given
preferential consideration for the Allotment of one additional
Ordinary Share or A Ordinary Share, as applicable, each if
they apply for additional Securities over and above their Rights
Entitlement, if any.
For example, if an Eligible Ordinary Shareholder holds between
109 and 120 Ordinary Shares, he will be entitled to six Ordinary
Shares on a rights basis. He will also be given a preferential
consideration for the Allotment of one additional Ordinary
Share if he has applied for the same. Similarly, if an Eligible A
Ordinary Shareholder holds between 109 and 120 A Ordinary
Shares, he will be entitled to six A Ordinary Shares on a rights
basis. He will also be given a preferential consideration for the
Allotment of one additional A Ordinary Share if he has applied
for the same.
applicable to non-ASBA process. ASBA Investors should

carefully read the provisions applicable to such applications
before making their application through the ASBA process.
For details, see Terms of the Issue - Procedure for Application
through the ASBA Process on page 171 of the Letter of Offer.
Please note that subject to SCSBs complying with the
requirements of SEBI circular no. CIR/CFD/DIL/13/2012 dated
September 25, 2012 within the periods stipulated therein, ASBA
Applications may be submitted at all branches of the SCSBs.
Further, in terms of the SEBI circular no. CIR/CFD/DIL/1/2013
dated January 2, 2013, it is clarified that for making applications
by banks on own account using ASBA facility, SCSBs should
have a separate account in their own name with any other SEBI
registered SCSB(s). Such account shall be used solely for the
purpose of making application in public issues/ rights issues
and clear demarcated funds should be available in such account
for ASBA applications. SCSBs applying in the Issue using the
ASBA facility shall be responsible for ensuring that they have
a separate account in their own name with any other SCSB
having clear demarcated funds for applying in the Issue and
that such separate account shall be used as the ASBA Account
for the application, for ensuring compliance with the applicable
regulations.
All rights/obligations of the Eligible Shareholders in relation to
application and refunds pertaining to this Issue shall apply to the
Renouncee(s) as well.
Authority for the Issue
The Issue has been authorised by a resolution of our Board
passed at its meetings held on (a) January 27, 2015 pursuant to
Section 62 of the Companies Act, 2013; and (b) March 25, 2015.
Further, the issue of A Ordinary Shares has also been authorised
by a resolution dated March 3, 2015 of the shareholders of our
Company passed through postal ballot in terms of Rule 4(1)(b)
of the Companies (Share Capital and Debentures) Rules, 2014.
Approval in relation to the Issue
For details of the RBI approval obtained by our Company in
relation to the Issue, see Other Regulatory and Statutory
Disclosures RBI Approval for Renunciation on page 148 of
Basis for the Issue
The Ordinary Shares and/or A Ordinary Shares are being
offered for subscription for cash to the existing Eligible
Ordinary Shareholders and Eligible A Ordinary Shareholders,
respectively, whose names appear as beneficial owners as
per the list to be furnished by the Depositories in respect of
the Securities held in the electronic form and on the register
of members of our Company in respect of the Securities held
in physical form at the close of business hours on the Book
Closure Date, i.e. April 8, 2015, fixed in consultation with the
Designated Stock Exchange.
Rights Entitlement
As your name appears as a beneficial owner in respect of
the Ordinary Shares and / or A Ordinary Shares held in the
electronic form or appears in the register of members as an
Ordinary Shareholder and / or A Ordinary Shareholder of our
Company in respect of the Ordinary Shares and / or A Ordinary
Shares held in physical form as on the Book Closure Date, i.e.,
April 8, 2015, you are entitled to the number of Ordinary Shares
and / or A Ordinary Shares as set out in Part A of the Ordinary
Shares CAF or A Ordinary Shares CAF, as the case may be.
r Company is making this Issue on a rights basis to the
Eligible Shareholders of our Company and will dispatch
the Letter of Offer/ Abridged Letter of Offer and CAF
only to Eligible Shareholders who have provided an
67

Those Eligible Shareholders holding less than 19 Ordinary
Shares and less than 19 A Ordinary Shares and therefore
entitled to zero Securities under this Issue shall be dispatched
a CAF with zero entitlement. Such Eligible Shareholders are
entitled to apply for additional Securities and would be given
preference in the allotment of one additional Ordinary Share or
A Ordinary Share, as applicable, if, such Eligible Shareholders
have applied for the additional Securities. However, they cannot
renounce the same in favour of third parties. CAFs with zero
entitlement will be non-negotiable/non-renounceable.
For example, if an Eligible Ordinary Shareholder holds between
one and 19 Ordinary Shares, he will be entitled to zero Ordinary
Shares on a rights basis. He will be given a preference for
Allotment of one additional Ordinary Share if he has applied
for the same. Similarly, if an Eligible A Ordinary Shareholder
holds between one and 19 A Ordinary Shares, he will be
entitled to zero A Ordinary Shares on a rights basis. He will be
given a preference for Allotment of one additional A Ordinary
Share if he has applied for the same.
Ranking
The Securities of our Company Allotted in the Issue shall be
subject to the provisions of the Memorandum of Association
and the Articles of Association. The Ordinary Shares of our
Company Allotted in the Issue shall rank pari passu with the
existing Ordinary Shares of our Company. The A Ordinary
Shares of our Company Allotted in the Issue shall rank pari
passu with the existing A Ordinary Shares of our Company.
Mode of payment of dividend
In the event of declaration of dividend, we shall pay dividend to
the Ordinary Shareholders and A Ordinary Shareholders as per
the provisions of the Companies Act and the provisions of the
Articles of Association.
Listing and trading of the Securities issued pursuant to the
Issue
Our Companys existing Ordinary Shares are currently traded
on the BSE and NSE under the ISIN INE155A01022 and our
Companys existing A Ordinary Shares are currently traded on
the BSE and NSE under the ISIN IN9155A01020. American
Depositary Shares representing Ordinary Shares have been
listed on the New York Stock Exchange since September 24,
2004. The Company does not intend to list the A Ordinary
Shares on the New York Stock Exchange.
The Securities proposed to be issued pursuant to the Issue shall,
in terms of the SEBI circular no. CIR/MRD/DP/21/2012 dated
August 2, 2012, be Allotted under a temporary ISIN shall be
frozen till the time final listing/ trading approval is granted by
the Stock Exchanges. Upon receipt of such listing and trading
approval, the Securities proposed to be issued on a rights basis
shall be debited from such temporary ISIN and credited in the
existing ISIN and thereafter be available for trading.
The Securities allotted pursuant to this Issue will be listed as
soon as practicable and all steps for completion of the necessary
formalities for listing and commencement of trading of the
Securities shall be taken within 12 Working Days of the Issue
Closing Date. Our Company has received approval under Clause
24(a) of the Listing Agreement from the BSE through letter no.
DCS/PREF/PS/IP-RT/832/14-15 dated March 27, 2015 and
from the NSE through letter no. NSE/LIST/20284 dated March
27, 2015.
If permissions to list, deal in and for an official quotation of
the Ordinary Shares and A Ordinary Shares are not granted by
any of the Stock Exchanges on the expiry of 15 days from the
Issue Closing Date, our Company will forthwith repay, without
interest, all Application Moneys received from the Investors in
pursuance of the Letter of Offer. If such money is not repaid

beyond eight days after our Company becomes liable to repay
it, i.e., the date of refusal of an application for such a permission
from a Stock Exchange, or on expiry of 15 days from the Issue
Closing Date in case no permission is granted, whichever is
earlier, then our Company and every Director who is an officer
in default shall, on and from such expiry of eight days, be liable
to repay the money, with interest as per applicable laws.
The listing and trading of the Securities issued pursuant to
the Issue shall be based on the current regulatory framework
applicable thereto. Accordingly, any change in the regulatory
regime would affect the listing and trading schedule.
Rights of holders of Securities of our Company
Subject to applicable laws, the Ordinary Shareholders shall
have the following rights:
1. Right to receive dividend, if declared;
2. Right to attend general meetings and exercise voting
powers, unless prohibited by law;
3. Right to vote in person or by proxy;
4. Right to receive offers for rights shares and be allotted
bonus shares, if announced;
5. Right to receive surplus on liquidation;
6. Right to free transferability of Ordinary Shares; and
7. Such other rights as may be available to a shareholder
of a listed public company under the Companies Act
and the Memorandum of Association and the Articles of
Association.
The A Ordinary Shareholders will mutatis mutandis enjoy
all rights, and privileges that are enjoyed by the Ordinary
Shareholders in law and under the Articles of Association,
except as to voting and dividend as aforesaid or as provided
in the Articles of Association or as may be permitted under
applicable law from time to time. Particularly, the A Ordinary
Shareholders shall have the following rights:
1. The outstanding A Ordinary Shares carry such voting
rights as determined by the terms of issue of such A
Ordinary Shares. Presently, the A Ordinary Shares have
a voting right of one vote per 10 A Ordinary Shares held
in case of voting by poll. In case of voting by show of
hands, A Ordinary Shares have the same number of votes
available as Ordinary Shares in accordance with Article
111(1) i.e. every member is entitled to vote and present in
person or by attorney shall have one vote;
2. In addition to normal dividend as may be recommended and
declared for Ordinary Shares, the A Ordinary Shares shall
be entitled to an additional 5% dividend. If no dividend
is recommended for Ordinary Shares, A Ordinary Shares
would also not receive any dividend.
General Terms and Conditions of the Issue for ASBA and
Non-ASBA Investors
Market Lot
The Securities of our Company are tradable only in dematerialized
form. The market lot for Securities in dematerialised mode is
one Security. In case an Eligible Shareholder holds Securities
in physical form, our Company would issue one certificate for
the Ordinary Shares or the A Ordinary Shares, as the case may
be, allotted to each folio (the Consolidated Certificate). Such
Consolidated Certificates may be split into smaller denominations
at the request of the respective Eligible Shareholder.
Joint Holders
Where two or more persons are registered as the holders of any
Security, they shall be deemed to hold the same as the joint
holders with the benefit of survivorship subject to the provisions
contained in the Articles of Association.
68

Nomination
Nomination facility is available in respect of the Securities
in accordance with the provisions of the Section 72 of the
Companies Act, 2013 read with Rule 19 of the Companies
(Share Capital and Debenture) Rules, 2014. An Investor can
nominate any person by filling the relevant details in the CAF
in the space provided for this purpose. In case of Eligible
Shareholders who are individuals, a sole Eligible Shareholder
or the first named Eligible Shareholder, along with other joint
Eligible Shareholders, if any, may nominate any person(s) who,
in the event of the death of the sole Eligible Shareholder or all
the joint Eligible Shareholders, as the case may be, shall become
entitled to the Securities offered in the Issue. A person, being
a nominee, becoming entitled to the Securities by reason of
death of the original Eligible Shareholder(s), shall be entitled to
the same advantages to which he would be entitled if he were
the registered Eligible Shareholder. Where the nominee is a
minor, the Eligible Shareholder(s) may also make a nomination
to appoint, in the prescribed manner, any person to become
entitled to the Securities, in the event of death of the said
Eligible Shareholder, during the minority of the nominee. A
nomination shall stand rescinded upon the sale of the Securities
by the person nominating. A transferee will be entitled to
make a fresh nomination in the manner prescribed. Where the
Securities are held by more than one person jointly, the nominee
shall become entitled to all the rights in the Securities only in
the event of death of all the joint holders. Fresh nominations
can be made only in the prescribed form available on request
at the Registered Office of our Company or such other person
at such addresses as may be notified by our Company. In terms
of Section 72 of the Companies Act, 2013 read with Rule 19
of the Companies (Share Capital and Debenture) Rules, 2014,
any person who becomes a nominee shall upon the production
of such evidence as may be required by the Board, elect either:
1. to register himself or herself as the holder of the Securities;
or
2. to make such transfer of the Securities, as the deceased
holder could have made.

If the person being a nominee, so becoming entitles, elects
to be registered as holders of the Securities himself, he
shall deliver to our Company a notice in writing signed
by him stating that he so elects and such notice shall be
accompanied with the death certificate of the deceased
holder.

Further, the Board may at any time give notice requiring
any nominee to choose either to be registered himself or
herself or to transfer the Securities, and if the notice is not
complied with within a period of ninety days, the Board
may thereafter withhold payment of all dividends, bonuses
or other moneys payable in respect of the Securities, until
the requirements of the notice have been complied with.

Only one nomination would be applicable for one folio.
Hence, in case the Investor(s) has already registered the
nomination with our Company, no further nomination
needs to be made for Securities that may be allotted in this
Issue under the same folio.
In case the Allotment of Securities is in dematerialised
form, there is no need to make a separate nomination for
the Securities to be Allotted in this Issue. Nominations
registered with respective DP of the Investor would prevail.
Any investor desirous of changing the existing nomination is
requested to inform its respective DP.
Notices
All notices to the Eligible Shareholder(s) required to be given
by our Company shall be published in one English language

national daily newspaper with wide circulation, one Hindi
national daily newspaper with wide circulation and one Marathi
language daily newspaper with wide circulation and/or, will be
sent by post to the Indian address of the Eligible Shareholders
provided to our Company. However, the distribution of the
Letter of Offer/Abridged Letter of Offer and the issue of
Securities on a rights basis to persons in certain jurisdictions
outside India may be restricted by legal requirements prevailing
in those jurisdictions.
Procedure for Application
The CAF for the Securities offered as part of the Issue would be
printed for all Eligible Shareholders. In case the original CAF
is not received by the Eligible Shareholder or is misplaced by
the Eligible Shareholder, the Eligible Shareholder may request
the Registrar, for issue of a duplicate CAF, by furnishing the
registered folio number, DP ID, Client ID and their full name
and Indian address. In case the signature of the Investor(s) does
not match with the specimen registered with our Company, the
application is liable to be rejected.
Please note that neither our Company nor the Registrar shall be
responsible for delay in the receipt of the CAF/duplicate CAF
attributable to postal delays or if the CAF/duplicate CAF are
misplaced in the transit.
Please note that in accordance with the provisions of
the SEBI circular no. CIR/CFD/DIL/1/2011 dated April
29, 2011 all QIBs, Non-Institutional Investors and Non
Retail Individual Investors complying with the eligibility
prescribed under the SEBI circular dated December 30,
2009 may optionally apply through the ASBA process.
The Investors who are not (i) QIBs, (ii) Non-Institutional
Investors, or (iii) Investors whose Application Money is more
than ` 200,000, can participate in the Issue either through
the ASBA process or the non ASBA process. Renouncees
and Eligible Shareholders holding Ordinary Shares or A
Ordinary Shares in physical form are not eligible ASBA
Investors and must only apply for Securities through the
non-ASBA process, irrespective of the Application Money.
Please also note that by virtue of the Circular No. 14 dated
September 16, 2003 issued by the RBI, Overseas Corporate
Bodies (OCBs) have been derecognized as an eligible class
of investors and the RBI has subsequently issued the Foreign
Exchange Management (Withdrawal of General Permission
to Overseas Corporate Bodies (OCBs)) Regulations, 2003.
Any Eligible Shareholder being an OCB is required to
obtain prior approval from RBI for applying to this Issue.
CAF
The Registrar to the Issue will dispatch separate Ordinary
Shares CAF to Eligible Ordinary Shareholders and A Ordinary
Shares CAF to Eligible A Ordinary Shareholders as per their
Rights Entitlement on the Book Closure Date. The Ordinary
Shares CAF will clearly indicate the number of Ordinary Shares
that the Eligible Ordinary Shareholder is entitled to and the A
Ordinary Shares CAF will clearly indicate the number of A
Ordinary Shares that the Eligible A Ordinary Shareholder is
entitled to. Applicants may also choose to accept the offer to
participate in the Issue by making plain paper Applications.
For more information, see Terms of the Issue Application on
Plain Paper (Non-ASBA Process) on page 168 of the Letter of
Offer.
69

The prescribed colour of CAFs for the Eligible Ordinary
Shareholders and the Eligible A Ordinary Shareholders is as
follows:
either in full or in part, by filling Part A of the Ordinary Shares

CAF or A Ordinary Shares CAF, as applicable and submit the
same along with the application money payable to the Bankers
to the Issue or any of the collection centers as mentioned on the
reverse of the Ordinary Shares CAF and A Ordinary Shares
CAF, as the case may be, before close of the banking hours on
or before the Issue Closing Date or such extended time as may
be specified by our Board in this regard. Investors at centres
not covered by the collection branches of the Bankers to the
Issue can send the Ordinary Shares CAF or A Ordinary Shares
CAF, as applicable, together with the cheque drawn at par on
a local bank at Mumbai or a demand draft payable at Mumbai
to the Registrar by registered post so as to reach the Registrar
prior to the Issue Closing Date. Please note that neither our
Company nor the GCSLMs nor the Lead Managers nor the CoLead Manager nor the Registrar shall be responsible for delay
in the receipt of the Ordinary Shares CAF or the A Ordinary
Shares CAF, as the case may be, attributable to postal delays or
if the Ordinary Shares CAF or the A Ordinary Shares CAF, as
the case may be, is misplaced in the transit. Applications sent
to anyone other than the Registrar are liable to be rejected. For
further details on the mode of payment, see Terms of the Issue
- Mode of Payment for Resident Investors and Terms of the
Issue - Mode of Payment for Non-Resident Investors on pages
169 of the Letter of Offer, respectively.
Additional Securities
You are eligible to apply for additional Ordinary Shares and
A Ordinary Shares, as applicable, over and above your Rights
Entitlement, provided that you are eligible to apply under
applicable law and have applied for all the Ordinary Shares
and A Ordinary Shares, as applicable, offered to you without
renouncing them in whole or in part in favour of any other
person(s). Applications for additional Ordinary Shares and A
Ordinary Shares, as applicable, shall be considered and Allotment
shall be made at the sole discretion of the Board, subject to
aggregate shareholding of FIIs and FPIs not exceeding 35% of
the Ordinary Share paid-up capital and 75% of the A Ordinary
Share paid-up capital and in consultation if necessary with the
Designated Stock Exchange and in the manner prescribed under
Terms of the Issue - Basis of Allotment on page 181 of the
Letter of Offer.
If you desire to apply for additional Ordinary Shares or A
Ordinary Shares, please indicate your requirement in the place
provided for additional Securities in Part A of the respective
CAF. Renouncee(s) applying for all the Ordinary Shares or A
Ordinary Shares, as the case may be, renounced in their favour
may also apply for additional Ordinary Shares or A Ordinary
Shares, as the case may be.
Where the number of additional Ordinary Shares or A Ordinary
Shares applied for exceeds the number of Ordinary Shares or A
Ordinary Shares, as the case may be, available for Allotment,
the Allotment would be made on a fair and equitable basis in
consultation with the Designated Stock Exchange.
Renunciation
The Issue includes a right exercisable by you to renounce the
Ordinary Shares or A Ordinary Shares, as the case may be,
offered to you either in full or in part in favour of any other
person or persons. Please note that the Rights Entitlement can
be traded on the floor at the BSE. Your attention is drawn to
the fact that our Company shall not Allot and/or register the
Ordinary Shares or A Ordinary Shares, as the case may be,
in favour of the following Renouncees: (i) more than three
persons (including joint holders); (ii) partnership firm(s) or their
nominee(s); (iii) minors; (iv) HUF; or (v) any trust or society
Eligible Shareholders
Colour of the
CAF
Eligible Ordinary Shareholders
White
Eligible A Ordinary Shareholder
Yellow
Each of the Ordinary Shares CAF and the A Ordinary Shares
CAF consists of four parts:
Part A: Form for accepting the Securities (Ordinary Shares or
A Ordinary Shares, as the case may be) offered as a part of this
Issue, in full or in part, and for applying for additional Ordinary
Shares or A Ordinary Shares, as applicable;
Part B: Form for renunciation of Securities (Ordinary Shares or
A Ordinary Shares, as the case may be);
Part C: Form for application of Securities (Ordinary Shares or
A Ordinary Shares, as the case may be) by Renouncee(s);
Part D: Form for request for split application forms.
Please note that Eligible Shareholders can apply for
Ordinary Shares only through an Ordinary Shares CAF (or
plain paper) and for A Ordinary Shares only through A
Ordinary Shares CAF (or plain paper). Please also note that
Renouncees can apply for Ordinary Shares only through
Ordinary Shares CAF and for A Ordinary Shares only
through A Ordinary Shares CAF.
Option available to the Eligible Shareholders
Ordinary Shares CAFs will be issued to Eligible Ordinary
Shareholders.
The Ordinary Shares CAFs will clearly indicate the number
of Ordinary Shares that the Eligible Ordinary Shareholder is
entitled to.
An Eligible Ordinary Shareholder can:
1. Apply for his Rights Entitlement of Ordinary Shares in
full;
2. Apply for his Rights Entitlement of Ordinary Shares in
part;
3. Apply for his Rights Entitlement of Ordinary Shares in part
and renounce the other part of the Ordinary Shares;
4. Apply for his Rights Entitlement in full and apply for
additional Ordinary Shares;
5. Renounce his Rights Entitlement in full.
A Ordinary Shares CAFs will be issued to Eligible A Ordinary
Shareholders.
The A Ordinary Shares CAF will clearly indicate the number of
A Ordinary Shares that the Eligible A Ordinary Shareholder
is entitled to.
An Eligible A Ordinary Shareholder can:
1. Apply for his Rights Entitlement of A Ordinary Shares in
full;
part;
part and renounce the other part of the A Ordinary Shares;
4. Apply for his Rights Entitlement in full and apply for
additional A Ordinary Shares;
5. Renounce his Rights Entitlement in full.
Acceptance of the Issue
You may accept the offer to participate and apply for the
Ordinary Shares or A Ordinary Shares, as applicable, offered,
70

(unless the same is registered under the Societies Registration
Act, 1860, as amended or the Indian Trust Act, 1882, as amended
or any other applicable law relating to societies or trusts and is
authorized under its constitution or bye-laws to hold Ordinary
Shares or A Ordinary Shares, as the case may be). Additionally,
the Eligible Shareholders may not renounce in favour of persons
or entities which would otherwise be prohibited from being
offered or subscribing for Securities or Rights Entitlement
under applicable securities or other laws.
RBI Approval for Renunciation
The RBI has, pursuant to a letter dated March 30, 2015,
conveyed its no-objection to renunciation of Rights Entitlement
by the following:
1. resident shareholder to a non-resident. The offer price
to NR should not be less than at which the offer is made
to a resident shareholder in terms of Regulation 6 of
Notification No. FEMA.20/2000-RB dated May 3, 2000,
as amended from time to time. Further the renunciation of
the Rights Entitlement should be on the floor of the Stock
Exchanges;
2. non-resident shareholder to a resident on the floor of the
Stock Exchanges; and
3. non-resident shareholder to a non-resident on the floor of
the Stock Exchanges. However the offer price to NR should
not be less than at which the offer is made to a resident
shareholder. If the non-resident shareholder renouncing
the Rights Entitlement includes FIIs, the individual
limit and the over all limits (as applicable) would have
to be complied with; subject to the condition that: (a)
the Company complies with all the documentation and
reporting requirements; (b) if any transaction involves an
erstwhile OCB, the bank should approach with full details
for prior approval; (c) the NRI Shareholders holding nonrepatriable shares may renounce the Rights Entitlement in
favour of residents or other NRIs only; and (d) in terms
of Regulation 6 of Notification No. FEMA 20/2000-RB
dated May 3, 2000 as amended from time to time, only
the existing non-resident Shareholders may subscribe for
additional Securities over and above the Securities offered
on the rights basis by the Company.
Accordingly, only the following may apply for additional
Securities in the Issue:
(i) resident Ordinary Shareholders and A Ordinary
Shareholders of our Company;
(ii) non-resident Ordinary Shareholders and A Ordinary
Shareholders of our Company subject to the sectoral cap;
and
(iii) resident Renouncees.
By virtue of the Circular No. 14 dated September 16, 2003 issued
by the RBI, OCBs have been derecognized as an eligible class
of investors and the RBI has subsequently issued the Foreign
Exchange Management (Withdrawal of General Permission to
Overseas Corporate Bodies) Regulations, 2003. Accordingly,
the Eligible Shareholders of our Company who do not wish to
subscribe to the Securities being offered but wish to renounce
the same shall not renounce the same (whether for consideration
or otherwise) in favour of OCB(s).
The RBI has, however, clarified in its circular, A.P. (DIR Series)
Circular no. 44 dated December 8, 2003 that OCBs which are
incorporated and are not under the adverse notice of the RBI are
permitted to undertake fresh investments as incorporated nonresident entities in terms of Regulation 5(1) of RBI Notification
No. 20/2000-RB dated May 3, 2000 under the FDI Scheme with
the prior approval of Government if the investment is through
Government Route and with the prior approval of the RBI if the
investment is through the automatic route on case by case basis.
Shareholders renouncing their rights in favour of OCBs may do
so provided such Renouncee obtains a prior approval from the
RBI. On submission of such approval to us at our Registered
Office, the OCB shall receive the Abridged Letter of Offer and
the CAF.
Part A of the CAF must not be used by any person(s) other
than those in whose favour this offer has been made. If used,
this will render the application invalid. Submission of the CAF
to the Bankers to the Issue at its collecting branches specified
on the reverse of the CAF with the form of renunciation (Part
B of the CAF) duly filled in shall be the conclusive evidence
for our Company of the fact of renouncement to the person(s)
applying for Securities in Part C of the CAF for the purpose
of Allotment of such Securities. The Renouncees applying for
all the Securities renounced in their favour may also apply for
additional Securities. Part A of the CAF must not be used by
the Renouncee(s) as this will render the application invalid.
Renouncee(s) will have no right to further renounce any
Securities in favour of any other person.
Procedure for renunciation
The following procedure applies to renunciation of the Ordinary
Shares and A Ordinary Shares, as the case may be:
To renounce all the Securities offered to an Eligible Shareholder
in favour of one Renouncee
If you wish to renounce the offer indicated in Part A, in whole,
please complete Part B of the CAF. In case of joint holding,
all joint holders must sign Part B of the CAF. The person in
whose favour renunciation has been made should complete and
sign Part C of the CAF. In case of joint Renouncees, all joint
Renouncees must sign Part C of the CAF.
To renounce in part/or renounce the whole to more than one
person(s)
If you wish to either (i) accept the offer in part and renounce
the balance, or (ii) renounce the entire offer under this Issue in
favour of two or more Renouncees, the CAF must be first split
into requisite number of forms. Please indicate your requirement
of SAFs in the space provided for this purpose in Part D of the
CAF and return the entire CAF to the Registrar so as to reach
them latest by the close of business hours on the last date of
receiving requests for SAFs as provided herein. On receipt of
the required number of SAFs from the Registrar, the procedure
as mentioned in paragraph above shall have to be followed.
In case the signature of the Eligible Shareholder(s), who has
renounced the Securities, does not match with the specimen
registered with our Company/ Depositories, the application is
liable to be rejected.
Renouncee(s)
The person(s) in whose favour the Ordinary Shares or A
Ordinary Shares, as the case may be, are renounced should fill
in and sign Part C of the Ordinary Shares CAF or A Ordinary
Shares CAF, as the case may be, and submit the entire Ordinary
Shares CAF or A Ordinary Shares CAF, as the case may be,
to the Bankers to the Issue or any of the collection branches as
mentioned on the reverse of the Ordinary Shares CAF or A
Ordinary Shares CAF, as the case may be, on or before the Issue
Closing Date along with the application money in full.
Change and/or introduction of additional holders
If you wish to apply for Ordinary Shares or A Ordinary Shares,
as the case may be, jointly with any other person(s), not more
than three including you, who is/are not already a joint holder
with you, it shall amount to renunciation and the procedure as
stated above for renunciation shall have to be followed. Even
71

a change in the sequence of the name of joint holders shall
amount to renunciation and the procedure, as stated above shall
have to be followed.
However, this right of renunciation is subject to the express
condition that our Board shall be entitled in its absolute discretion
to reject the request for Allotment from the Renouncee(s)
without assigning any reason thereof.
Instructions for Options
The summary of options available to the Eligible Ordinary
Shareholder and Eligible A Ordinary Shareholder is presented
below. You may exercise any of the following options with
regard to the Securities offered, using the Ordinary Shares CAF
or A Ordinary Shares CAF, as the case may be. If you are both
an Eligible Ordinary Shareholder and an Eligible A Ordinary
Shareholder, you may exercise the same or a different option
with regard to the Ordinary Shares offered and the A Ordinary
Shares offered, using the corresponding CAF received from the
Registrar:
Sr.
Option Available
No.
1.
Accept whole or part of your
Rights Entitlement without
renouncing the balance.
2.
Accept
your
Rights
Entitlement in full and apply
for additional Ordinary
Shares or A Ordinary
Shares, as the case may be.
3.
Accept a part of your Rights

Entitlement and renounce
the balance to one or more
Renouncee(s)
OR
Renounce
your
Rights
Entitlement to all the
Ordinary Shares or A
Ordinary Shares, as the case
may be, offered to you to
more than one Renouncee
Sr.
No.
Option Available
Action Required
Fill in and sign Part A (All
joint holders must sign in
the same sequence)
Fill in and sign Part
A including Block III
relating to the acceptance
of entitlement and Block
IV relating to additional
Ordinary Shares, as the
case may be (All joint
holders must sign in the
same sequence)
Fill in and sign Part D (all
joint holders must sign
in the same sequence)
requesting for SAFs. Send
the CAF to the Registrar
so as to reach them on or
before the last date for
receiving requests for
SAFs. Splitting will be
permitted only once.
On receipt of the SAF
take action as indicated
below.
(i) For the Ordinary
Shares
or
A
Ordinary Shares, as
the case may be, you
wish to accept, if any,
fill in and sign Part A.
4.
Renounce
your
Rights
Entitlement in full to one
person (Joint Renouncees
are considered as one).
5.
Introduce a joint holder or

change the sequence of joint
holders
Action Required
(ii) For the Ordinary
Shares
or
A
Ordinary Shares, as
the case may be, you
wish to renounce, fill
in and sign Part B
indicating the number
of Ordinary Shares or
A Ordinary Shares,
as the case may
be, renounced and
hand it over to the
Renouncees.
(iii) Each
Renouncee
should fill in and
sign Part C for the
Ordinary Shares or
A Ordinary Shares,
as the case may be,
accepted by them.
Fill in and sign Part B (all
joint holders must sign
in the same sequence)
indicating the number of
Ordinary Shares, as the
case may be, renounced
and hand it over to
the Renouncee. The
Renouncee must fill in
and sign Part C (all joint
Renouncees must sign)
This will be treated as
renunciation. Fill in
and sign Part B and the
Renouncee must fill in
and sign Part C.
Please note that:

1. Ordinary Shares CAF will be issued for Ordinary Shares
and A Ordinary Shares CAF will be issued for A
Ordinary Shares offered through this Issue.
2. Part A of the Ordinary Shares CAF and the A Ordinary
Shares CAF, must not be used by any person(s) other
than the Eligible Ordinary Shareholder or the Eligible A
Ordinary Shareholder, as the case may be, to whom the
Letter of Offer has been addressed. If used, this will render
the application invalid.
3. Applicants must provide the information in the Ordinary
Shares CAF or A Ordinary Shares CAF, as the case may
be, as to their account number and the name of the bank,
to enable Registrar to print the information on the refund
orders where Ordinary Shares and A Ordinary Shares are
held in physical form.
4. Request for each Ordinary Shares SAF or A Ordinary
Shares SAF, as the case may be, should be made for a
minimum of one Ordinary Shares or A Ordinary Shares,
as the case may be, in each case, in multiples thereof and
one Ordinary Shares SAF or A Ordinary Shares SAF
for the balance corresponding Ordinary Shares and A
Ordinary Shares, if any.
72

5. Request by the Investor for the Ordinary Shares SAFs and
the A Ordinary Shares SAF should reach the Registrar on
or before April 24, 2015.
6. Only the Eligible Shareholder to whom the Letter of Offer
has been addressed shall be entitled to renounce and to
apply for Ordinary Shares SAF or A Ordinary Shares
SAF, as the case may be. Forms once split cannot be split
further.
7. Ordinary Shares SAFs and A Ordinary Shares SAFs, as
the case may be, will be sent to the Investor(s) by post at
the Applicants risk.
8. Eligible Ordinary Shareholders and Eligible A Ordinary
Shareholders may not renounce in favour of persons or
entities who would otherwise be prohibited from being
offered or subscribing for corresponding Ordinary Shares
or A Ordinary Shares or Rights Entitlement under
applicable securities laws.
9. While applying for or renouncing their Rights Entitlement,
all joint Eligible Ordinary Shareholders and Eligible A
Ordinary Shareholders, as the case may be, must sign
the corresponding CAF and in the same order and as
per specimen signatures recorded with our Company/
Depositories.
10. Non-resident Eligible Shareholders: Application(s)
received from Non-Residents or NRIs, or persons of
Indian origin residing abroad for allotment of Securities
allotted as a part of this Issue shall, inter alia, be subject
to conditions, as may be imposed from time to time by the
RBI under FEMA in the matter of refund of application
money, allotment of Securities, export of share certificates,
etc. In case a Non-Resident or NRI Eligible Shareholder
has specific approval from the RBI, in connection with his
shareholding, he should enclose a copy of such approval
with the CAF.
11. The RBI has mandated that CTS 2010 standard noncompliant cheques can be presented in clearing only in
reduced frequency, specifically once a week, on Mondays
of every week from November 1, 2014 onwards. This
would have an impact on timelines for the issuance of final
certificates, hence the CAFs accompanied by non-CTS
cheques could get rejected.
Availability of duplicate CAF
In case the original CAF is not received, or is misplaced by the
Eligible Shareholder, the Registrar will issue a duplicate CAF
on the request of the Investor who should furnish the registered
folio number/ DP and Client ID number and his/ her full name
and Indian address to the Registrar. Please note that the request
for duplicate CAF should reach the Registrar at least seven days
prior to the Issue Closing Date. Please note that those who are
making the application in the duplicate form should not utilize
the original CAF for any purpose including renunciation, even
if it is received/ found subsequently. If the Investor violates
such requirements, he/ she shall face the risk of rejection of
either original CAF or both the applications. Our Company or
the Registrar will not be responsible for postal delays or loss of
duplicate CAF in transit, if any.
Application on Plain Paper (Non-ASBA Process)
An Eligible Shareholder who has neither received the original
CAF nor is in a position to obtain the duplicate CAF may make
an application to subscribe to the Issue on plain paper, along
with an account payee cheque/ demand draft, net of bank and
postal charges payable at Mumbai and the Investor should send
the same by registered post directly to the Registrar. For details
of the mode of payment, see Terms of the Issue - Modes of
Payment on page 169 of the Letter of Offer. Applications on

plain paper from any address outside India will not be accepted.
Please note that separate applications on plain paper will
be required to be made by the Investors for the purposes of
Ordinary Shares and A Ordinary Shares.
The envelope should be super-scribed Tata Motors Limited
Rights Issue and should be postmarked in India. The application
on plain paper, duly signed by the Eligible Shareholder including
joint holders, in the same sequence and as per specimen recorded
with our Company/ Depositories, must reach the office of the
Registrar before the Issue Closing Date and should contain the
following particulars:
1. Name of our Company, being Tata Motors Limited;
2. Name and address of the Eligible Shareholder including
joint holders;
3. Registered Folio Number/ DP and Client ID No.;
4. Number of Ordinary Shares and / or A Ordinary Shares
held as on Book Closure Date;
5. Share certificate numbers and distinctive numbers of
Ordinary Shares and / or A Ordinary Shares, if held in
physical form;
6. Allotment option preferred - physical or demat form, if
held in physical form;
entitled to;
applied for;
9. Number of additional Ordinary Shares and / or A Ordinary
Shares applied for, if any;
10. Total number of Ordinary Shares and / or A Ordinary
Shares applied for;
11. Total amount paid at the rate of ` 450 per Ordinary Share
and ` 271 per A Ordinary Share, as applicable;
12. Particulars of cheque/ demand draft;
13. Savings/ current account number and name and address of
the bank where the Eligible Shareholder will be depositing
the refund order. In case of Securities held in dematerialized
form, the Registrar shall obtain the bank account details
from the information available with the Depositories;
14. Except for applications on behalf of the Central or State
Government, the residents of Sikkim and the officials
appointed by the courts, PAN of the Eligible Shareholder
and for each Eligible Shareholder in case of joint names,
irrespective of the total value of the Securities applied for
pursuant to the Issue. Documentary evidence for exemption
to be provided by the applicants;
15. If the payment is made by a draft purchased from NRE/
FCNR/NRO account, as the case may be, an account debit
certificate from the bank issuing the draft confirming that
the draft has been issued by debiting the NRE/FCNR/NRO
account;
16. Signature of the Applicant (in case of joint holders, to
appear in the same sequence and order as they appear in
the records of our Company/Depositories);
17. For ASBA Investors, application on plain paper should
have details of their ASBA Account; and
18. Additionally, all such Applicants are deemed to have
accepted the following:
I/ We will not offer, sell or otherwise transfer any of the Securities
which may be acquired by us in any jurisdiction or under any
circumstances in which such offer or sale is not authorized or
to any person to whom it is unlawful to make such offer, sale
73

1. Individual non-resident Indian Applicants who are
permitted to subscribe for Securities by applicable local
securities laws can obtain application forms from the
following address:




Tel: (91 22) 6171 5400, Fax: (91 22) 2596 0329



Note: The Letter of Offer/ Abridged Letter of Offer and
CAFs to NRIs shall be sent only to their Indian address, if
provided.
2. Applications will not be accepted from non-resident
Investors in any jurisdiction where the offer or sale of the
Rights Entitlements and Securities may be restricted by
3. Non-resident investors applying from places other than
places where the bank collection centres have been opened
by our Company for collecting applications (as specified
in the CAF), are requested to send their CAFs together
with Demand Draft for the full Application Money, net
of bank and postal charges drawn in favour of: (i) Tata
Motors Limited Rights Issue Ordinary Shares NR
or Tata Motors Limited Rights Issue A Ordinary
Shares NR, as the case may be, in case of application
with repatriation benefits; or (ii) in favour of Tata Motors
Limited Rights Issue Ordinary Shares or Tata Motors
Limited Rights Issue A Ordinary Shares, as the case
may be, in case of application without repatriation benefits,
crossed A/c Payee only payable at Mumbai directly to
the Registrar by registered post so as to reach them on or
before the Issue Closing Date. The envelope should be
super-scribed Tata Motors Limited Rights Issue. Our
Company or the Registrar will not be responsible for postal
delays or loss of applications in transit, if any.
4. Payment by non-residents must be made by demand draft
payable at Mumbai/ cheque drawn on a bank account
maintained with the Bankers to the Issue or funds remitted
from abroad in any of the following ways:
Application with repatriation benefits
1. By Indian Rupee drafts purchased from abroad and payable
at Mumbai or funds remitted from abroad (submitted along
with Foreign Inward Remittance Certificate); or
2. By cheque / bank drafts remitted through normal banking
channel or out of funds in Non-Resident External
Account (NRE) or FCNR Account maintained with banks
authorised to deal in foreign currency in India, along with
documentary evidence in support of remittance;
3. By Rupee draft purchased by debit to NRE/FCNR Account
maintained elsewhere in India and payable at Mumbai;
4. FIIs registered with SEBI must utilise funds from special
non-resident rupee account;
5. Non-resident investors with repatriation benefits should
draw the cheques/ demand drafts in favour of Tata Motors
Limited Rights Issue Ordinary Shares NR or Tata
Motors Limited Rights Issue A Ordinary Shares
NR, as the case may be, crossed A/c Payee only for
the full Application Money, net of bank and postal charges
and which should be submitted along with the CAF to the
Bankers to the Issue/collection centres or to the Registrar;
or invitation except under circumstances that will result in

compliance with any applicable laws or regulations. We satisfy,
and each account for which we are acting satisfies, all suitability
standards for investors in investments of the type subscribed for
herein imposed by the jurisdiction of our residence.
I/ We acknowledge that we, the GCSLMs, the Lead Managers,
the Co-Lead Manager, its affiliates and others will rely upon
the truth and accuracy of the foregoing representations and
agreements.
Please note that those who are making the application otherwise
than on original CAF shall not be entitled to renounce their
rights and should not utilize the original CAF for any purpose
including renunciation even if it is received subsequently. If the
Eligible Shareholder violates such requirements, he/ she shall
face the risk of rejection of both the applications. Our Company
shall refund Application Money to the Eligible Shareholder
without any interest thereon and no liability shall arise on part
of our Company and its Directors.
Last date for submission of Application
The last date for submission of the duly filled in CAF is May
2, 2015. The Board or any committee thereof may extend the
said date for such period as it may determine from time to time,
subject to the Issue Period not exceeding 30 days from the Issue
Opening Date.
If the CAF together with the amount payable is not received
by the Bankers to the Issue/ Registrar on or before the close of
banking hours on the aforesaid last date or such date as may be
extended by the Board/ Committee of Directors, the invitation
to offer contained in the Letter of Offer shall be deemed to have
been declined and the Board/ Committee of Directors shall be at
liberty to dispose off the Securities hereby offered, as provided
under Terms of the Issue - Basis of Allotment on page 181 of
Modes of Payment
Investors are advised to use CTS cheques or use the ASBA
facility to make payment. Investors are cautioned that CAFs
accompanied by non-CTS cheques are liable to be rejected due
to any delay in clearing beyond six Working Days from the
Issue Closing Date.
Mode of payment for Resident Investors
1. All cheques / demand drafts accompanying the CAF should
be drawn in favour of Tata Motors Limited Rights Issue
Ordinary Shares or Tata Motors Limited Rights
Issue A Ordinary Shares, as the case may be, crossed
A/c Payee only and should be submitted along with the
CAF to the Bankers to the Issue/ Collecting Bank or to the
Registrar on or before Issue Closing Date;
2. Investors residing at places other than places where the
bank collection centres have been opened by our Company
for collecting applications, are requested to send their
CAFs together with an account payee cheque/ demand
draft for the full Application Money, net of bank and
postal charges drawn in favour of Tata Motors Limited
Rights Issue Ordinary Shares or Tata Motors Limited
Rights Issue A Ordinary Shares, as the case may be,
crossed A/c Payee only and payable at Mumbai directly
to the Registrar by registered post so as to reach them on
or before the Issue Closing Date. The envelope should be
super-scribed Tata Motors Limited Rights Issue. Our
Company or the Registrar will not be responsible for postal
delays or loss of applications in transit, if any.
Mode of payment for Non-Resident Investors
As regards the applications by non-resident Investor, the
following conditions shall apply:
74

6. Applicants should note that where payment is made
through drafts purchased from NRE/ FCNR/ NRO account
as the case may be, an account debit certificate from the
bank issuing the draft confirming that the draft has been
issued by debiting the NRE/ FCNR/ NRO account should
be enclosed with the CAF. In the absence of such an
account debit certificate, the application shall be considered
incomplete and is liable to be rejected.
Application without repatriation benefits
1. As far as non-residents holding Securities on nonrepatriation basis are concerned, in addition to the modes
specified above, payment may also be made by way of
cheque drawn on Non-Resident (Ordinary) Account
maintained in Mumbai or Rupee Draft purchased out of
NRO Account maintained elsewhere in India but payable
at Mumbai In such cases, the Allotment of Securities will
be on non-repatriation basis.
2. Non-resident investors without repatriation benefits should
draw the cheques/demand drafts in favour of Tata Motors
Limited Rights Issue Ordinary Shares or Tata Motors
Limited Rights Issue A Ordinary Shares, as the case
may be, crossed A/c Payee only for the full Application
Money, net of bank and postal charges and which should be
submitted along with the CAF to the Bankers to the Issue/
collection centres or to the Registrar;
3. Applicants should note that where payment is made through
drafts purchased from NRE/ FCNR/ NRO accounts, as the
case may be, an account debit certificate from the bank
issuing the draft confirming that the draft has been issued
by debiting the NRE/ FCNR/ NRO account should be
enclosed with the CAF. In the absence of such an account
debit certificate, the application shall be considered
incomplete and is liable to be rejected.
4. An Eligible Shareholder whose status has changed from
resident to non-resident should open a new demat account
reflecting the changed status. Any application from a demat
account which does not reflect the accurate status of the
Applicant is liable to be rejected at the sole discretion of
our Company, GCSLMs, the Lead Managers and the CoLead Manager.
Notes:
1. In case where repatriation benefit is available, interest,
dividend, sales proceeds derived from the investment in
Securities can be remitted outside India, subject to tax, as
applicable according to the IT Act.
2. In case Securities are allotted on a non-repatriation basis,
the dividend and sale proceeds of the Securities cannot be
remitted outside India.
3. The CAF duly completed together with the amount payable
on application must be deposited with the collecting bank
indicated on the reverse of the CAFs before the close of
banking hours on or before the Issue Closing Date. A
separate cheque or bank draft must accompany each CAF.
4. In case of an application received from non-residents,
Allotment, refunds and other distribution, if any, will be
made in accordance with the guidelines/ rules prescribed
by the RBI as applicable at the time of making such
Allotment, remittance and subject to necessary approvals.
Procedure for Application through the ASBA Process
This section is for the information of the ASBA Investors
proposing to subscribe to the Issue through the ASBA Process.
Our Company, the GCSLMs, the Lead Managers and the
Co-Lead Manager are not liable for any amendments or
modifications or changes in applicable laws or regulations,
which may occur after the date of the Letter of Offer. Investors
who are eligible to apply under the ASBA Process are advised
to make their independent investigations and to ensure that the
CAF is correctly filled up.
The GCSLMs, the Lead Managers, the Co-Lead Manager, our
Company, its directors, its employees, affiliates, associates
and their respective directors and officers and the Registrar
to the Issue shall not take any responsibility for acts,
mistakes, errors, omissions and commissions etc. in relation
to applications accepted by SCSBs, Applications uploaded by
SCSBs, applications accepted but not uploaded by SCSBs or
applications accepted and uploaded without blocking funds in
the ASBA Accounts. It shall be presumed that for applications
uploaded by SCSBs, the amount payable on application has
been blocked in the relevant ASBA Account.
Please note that in accordance with the provisions of
29, 2011 all QIBs, Non-Institutional Investors and NonRetail Individual Investors complying with the eligibility
Investors, or (iii) Investors whose Application Money is more
than ` 200,000, can participate in the Issue either through
the ASBA process or the non ASBA process. Renouncees
and Eligible Shareholders holding Ordinary Shares or A
Ordinary Shares in physical form are not eligible ASBA
Investors and must only apply for Securities through the
non-ASBA process, irrespective of the Application Money.
All non-retail Investors are encouraged to make use of
ASBA process wherever such facilities is available.
requirements of SEBI Circular No. CIR/CFD/DIL/13/2012
dated September 25, 2012 within the periods stipulated
therein, ASBA Applications may be submitted at all
branches of the SCSBs.
Further, in terms of the SEBI circular CIR/CFD/DIL/1/2013
dated January 2, 2013, it is clarified that for making applications
by banks on own account using ASBA facility, SCSBs should
have a separate account in own name with any other SEBI
registered SCSB(s). Such account shall be used solely for
the purpose of making application in public/rights issues and
clear demarcated funds should be available in such account
for ASBA applications. SCSBs applying in the Issue using the
ASBA facility shall be responsible for ensuring that they have a
separate account in its own name with any other SCSB having
clear demarcated funds for applying in the Issue and that such
separate account shall be used as the ASBA Account for the
application, in accordance with the applicable regulations.
The list of banks which have been notified by SEBI to act as
SCSBs for the ASBA Process is provided on http://www.sebi.
gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries.
For details on Designated Branches of SCSBs collecting the
CAF, please refer the above mentioned SEBI link.
Eligible Shareholders who are eligible to apply under the
ASBA Process
The option of applying for Securities in the Issue through the
ASBA Process is only available to the Eligible Shareholders of
our Company on the Book Closure Date and who:
1. hold the Securities in dematerialised form as on the Book
Closure Date and have applied towards his/her Rights
75

Entitlements or additional Securities in the Issue in
dematerialised form;
2. have not renounced his/her Rights Entitlements in full or in
part;
3. are not a Renouncee;
4. are applying through a bank account maintained with
SCSBs; and
5. are eligible under applicable securities laws to subscribe
for the Rights Entitlement and the Securities in the Issue.
CAF
The Registrar will dispatch the Ordinary Shares CAF to all
Eligible Ordinary Shareholders and A Ordinary Shares CAF
to all Eligible A Ordinary Shareholders as per their Rights
Entitlement on the Book Closure Date for the Issue. Those
Investors who wish to apply through the ASBA payment
mechanism will have to select for this mechanism in Part A of
the CAF and provide necessary details.
Investors desiring to use the ASBA Process are required to
submit their applications by selecting the ASBA Option in Part
A of the CAF only. Application in electronic mode will only
be available with such SCSBs who provide such facility. The
Investors shall submit the CAF to the Designated Branch of the
SCSB for authorising such SCSB to block an amount equivalent
to the amount payable on the application in the said ASBA
Account.
More than one ASBA Investor may apply using the same ASBA
Account, provided that the SCSBs will not accept a total of
more than five CAFs with respect to any single ASBA Account.
Acceptance of the Issue
You may accept the Issue and apply for the Securities either in
full or in part, by filling Part A of the respective CAFs sent by
the Registrar, selecting the ASBA process option in Part A of
the CAF and submit the same to the Designated Branch of the
SCSB before the close of the banking hours on or before the
Issue Closing Date or such extended time as may be specified
by our Board in this regard.
Additional Securities
You are eligible to apply for additional Securities over and
above your Rights Entitlement, provided that you are eligible to
apply for Securities under applicable law and you have applied
for all the Securities offered without renouncing them in whole
or in part in favour of any other person(s). Applications for
additional Securities shall be considered and Allotment shall be
made at the sole discretion of the Board, in consultation with
the Designated Stock Exchange and in the manner prescribed
under Terms of the Issue-Basis of Allotment on page 181 of
If you desire to apply for additional Securities, please indicate
your requirement in the place provided for additional Securities
in Part A of the CAF.
Renunciation under the ASBA Process
ASBA Investors can neither be Renouncees, nor can renounce
their Rights Entitlement.
Mode of payment
The Investor applying under the ASBA Process agrees to block
the entire amount payable on application with the submission
of the CAF, by authorizing the SCSB to block an amount,
equivalent to the amount payable on application, in an ASBA
Account.
After verifying that sufficient funds are available in the ASBA
Account details of which are provided in the CAF, the SCSB
shall block an amount equivalent to the amount payable on
application mentioned in the CAF until it receives instructions
from the Registrar. Upon receipt of intimation from the Registrar,

the SCSBs shall transfer such amount as per the Registrars
instruction from the ASBA Account. This amount will be
transferred in terms of the SEBI Regulations, into a separate
bank account maintained by our Company for the purpose of
the Issue. The balance amount remaining after the finalisation of
the Basis of Allotment shall be unblocked by the SCSBs on the
basis of the instructions issued in this regard by the Registrar,
the GCSLMs, the Co-Lead Manager and the Lead Managers to
the respective SCSB.
The Investor applying under the ASBA Process would be
required to give instructions to the respective SCSBs to block
the entire amount payable on their application at the time of the
submission of the CAF.
The SCSB may reject the application at the time of acceptance of
CAF if the ASBA Account, details of which have been provided
by the Investor in the CAF does not have sufficient funds
equivalent to the amount payable on application mentioned in
the CAF. Subsequent to the acceptance of the application by the
SCSB, our Company would have a right to reject the application
only on technical grounds.
Please note that in accordance with the provisions of the SEBI
circular no. CIR/CFD/DIL/1/2011 dated April 29, 2011, all
QIBs and Non-Institutional Investors complying with the
eligibility conditions prescribed under SEBI circular no. SEBI/
CFD/DIL/ASBA/1/2009/30/12 dated December 30, 2009 must
mandatorily invest through the ASBA process.
Options available to the Eligible Shareholders applying
under the ASBA Process
The summary of options available to the Eligible Ordinary
Shareholders and Eligible A Ordinary Shareholders is
presented below. You may exercise any of the following options
with regard to the Ordinary Shares and / or A Ordinary Shares,
using the respective CAFs received from Registrar:
Option Available
Action Required
1.
Accept whole or part of Fill in and sign Part A of the
your Rights Entitlement Ordinary Shares CAF or A
without renouncing the Ordinary Shares CAF, as the
balance.
case may be (All joint holders
must sign in the same sequence)
2.
Accept your Rights Fill in and sign Part A of the
Entitlement in full and Ordinary Shares CAF or A
apply for additional Ordinary Shares CAF, as the
Ordinary Shares and / case may be, including Block
or A Ordinary Shares. III relating to the acceptance
of entitlement and Block IV
relating to additional Securities
(All joint holders must sign in
the same sequence)
The Investors applying under the ASBA Process will need
to select the ASBA option process in the CAF and provide
required necessary details. However, in cases where this
option is not selected, but the CAF is tendered to the
Designated Branch of the SCSBs with the relevant details
required under the ASBA process option and the SCSBs
block the requisite amount, then that CAFs would be treated
as if the Investor has selected to apply through the ASBA
process option.
Application on Plain Paper (ASBA Process)
An Eligible Shareholder who has neither received the original
CAF nor is in a position to obtain the duplicate CAF and who is
applying under the ASBA Process may make an application to
subscribe to the Issue on plain paper. Eligible Shareholders shall
76

Option to receive Securities in Dematerialized Form
ELIGIBLE SHAREHOLDERS UNDER THE ASBA
PROCESS MAY PLEASE NOTE THAT THE SECURITIES
UNDER THE ASBA PROCESS CAN BE ALLOTTED
ONLY IN DEMATERIALIZED FORM AND TO THE
SAME DEPOSITORY ACCOUNT IN WHICH THE
SECURITIES ARE HELD BY SUCH ASBA APPLICANT
ON THE BOOK CLOSURE DATE.
General instructions for Eligible Shareholders applying
under the ASBA Process
1. Please read the instructions printed on the respective CAF
carefully.
2. Application should be made on the printed CAF only
and should be completed in all respects. The CAF found
incomplete with regard to any of the particulars required
to be given therein, and/or which are not completed in
conformity with the terms of the Letter of Offer, Abridged
Letter of Offer are liable to be rejected. The CAF must be
filled in English.
3. The CAF in the ASBA Process should be submitted at a
Designated Branch of the SCSB and whose bank account
details are provided in the CAF and not to the Bankers to
the Issue (assuming that such Banker is not a SCSB), to
our Company or the Registrar or the GCSLMs or the Lead
Managers or the Co-Lead Manager to the Issue.
4. All Eligible Shareholders, and in the case of application in
joint names, each of the joint Applicants, should mention
his/her PAN allotted under the IT Act, irrespective of the
amount of the application. Except for applications on
behalf of the Central or the State Government, the residents
of Sikkim and the officials appointed by the courts, CAFs
without PAN will be considered incomplete and are
liable to be rejected. With effect from August 16, 2010,
the demat accounts for Eligible Shareholders for which
PAN details have not been verified shall be suspended
for credit and no allotment and credit of Securities
pursuant to the Issue shall be made into the accounts of
such Eligible Shareholders.
5. All payments will be made by blocking the amount in the
ASBA Account. Cash payment or payment by cheque/
demand draft/pay order is not acceptable. In case payment
is affected in contravention of this, the application may be
deemed invalid and the application money will be refunded
and no interest will be paid thereon.
6. Signatures should be either in English or Hindi or in any
other language specified in the Eighth Schedule to the
Constitution of India. Signatures other than in English or
Hindi and thumb impression must be attested by a Notary
Public or a Special Executive Magistrate under his/her
official seal. The Eligible Shareholders must sign the CAF
as per the specimen signature recorded with our Company/
or Depositories.
7. In case of joint holders, all joint holders must sign the
relevant part of the CAF in the same sequence and as per
the specimen signature(s) recorded with our Company/
Depositories. In case of joint Applicants, reference, if
any, will be made in the first Applicants name and all
communication will be addressed to the first Applicant.
8. All communication in connection with application for the
Securities, including any change in address of the Eligible
Shareholders should be addressed to the Registrar prior to
the Allotment Date in this Issue quoting the name of the
first/sole Applicant, folio numbers and CAF number.
9. Only the person or persons to whom the Securities have
been offered and not renouncee(s) shall be eligible to
participate under the ASBA process.
submit the plain paper application to the Designated Branch

of the SCSB for authorising such SCSB to block an amount
equivalent to the amount payable on the application in the said
bank account maintained with the same SCSB. Applications on
plain paper from any address outside India will not be accepted.
Please note that separate applications on plain paper will
be required to be made by the Investors for the purposes of
Ordinary Shares and A Ordinary Shares.
The envelope should be super -scribed Tata Motors Limited
Rights Issue and should be postmarked in India. The
application on plain paper, duly signed by the Eligible
Shareholders including joint holders, in the same order and as
per the specimen recorded with our Company/ Depositories,
must reach the office of the Registrar before the Issue Closing
Date and should contain the following particulars:
1. Name of Issuer, being Tata Motors Limited;
2. Name and address of the Eligible Shareholder including
joint holders;
3. Registered Folio Number/ DP and Client ID No.;
4. Certificate numbers and distinctive numbers of Ordinary
Shares and / or A Ordinary Shares, if held in physical
form;
held as on Book Closure Date;
entitled to;
applied for;
8. Number of additional Ordinary Shares and / or A Ordinary
Shares applied for, if any;
9. Total number of Ordinary Shares and / or A Ordinary
Shares applied for;
10. Total amount paid at the rate of ` 450 per Ordinary Share
and ` 271 per A Ordinary Share, as applicable;
11. Details of the ASBA Account such as the account number,
name, address and branch of the relevant SCSB;
12. In case of non-resident investors, details of the NRE/
FCNR/NRO account such as the account number, name,
address and branch of the SCSB with which the account is
maintained;
13. Except for applications on behalf of the Central or the
State Government, residents of Sikkim and the officials
appointed by the courts, PAN of the Eligible Shareholder
and for each Eligible Shareholder in case of joint names,
irrespective of the total value of the Securities applied for
pursuant to the Issue;
14. Signature of the Eligible Shareholders to appear in the
same sequence and order as they appear in our records; and
15. Additionally, all such Eligible Shareholders applying
through ASBA are deemed to have accepted the following:
I/ We will not offer, sell or otherwise transfer any of the
Securities which may be acquired by us in any jurisdiction
or under any circumstances in which such offer or sale is not
authorized or to any person to whom it is unlawful to make such
offer, sale or invitation except under circumstances that will
result in compliance with any applicable laws or regulations.
We satisfy, and each account for which we are acting satisfies,
all suitability standards for investors in investments of the
type subscribed for herein imposed by the jurisdiction of our
residence.
I/ We acknowledge that we, the GCSLMs, the Lead Managers,
the Co-Lead Manager, its affiliates and others will rely upon
the truth and accuracy of the foregoing representations and
agreements.
77

10. Only persons outside the restricted jurisdictions and
who are eligible to subscribe for Rights Entitlement and
Securities under applicable securities laws are eligible to
participate.
11. Only the Eligible Shareholders holding securities in demat
are eligible to participate through the ASBA process.
12. Eligible Shareholders who have renounced their
entitlement in part/ full are not entitled to apply using the
ASBA process.
13. Please note that in accordance with the provisions of
29, 2011 all QIBs, Non-Institutional Investors and NonRetail Individual Investors complying with the eligibility
Investors, or (iii) Investors whose Application Money is
more than ` 2,00,000, can participate in the Issue either
through the ASBA process or the non ASBA process.
requirements of SEBI Circular No. CIR/CFD/DIL/13/2012
dated September 25, 2012 within the periods stipulated
therein, ASBA Applications may be submitted at all
branches of the SCSBs.

Further, in terms of the SEBI circular CIR/CFD/DIL/1/2013
dated January 2, 2013, it is clarified that for making
applications by banks on own account using ASBA facility,
SCSBs should have a separate account in own name with
any other SEBI registered SCSB(s). Such account shall be
used solely for the purpose of making application in public/
rights issues and clear demarcated funds should be available
in such account for ASBA applications. SCSBs applying
in the Issue using the ASBA facility shall be responsible
for ensuring that they have a separate account in its own
name with any other SCSB having clear demarcated funds
for applying in the Issue and that such separate account
shall be used as the ASBA Account for the application, in
accordance with the applicable regulations.
14. In case of non receipt of CAF, application can be made on
plain paper mentioning all necessary details as mentioned
under Terms of the Issue - Application on Plain Paper on
Dos:
1. Ensure compliance with the eligibility conditions
prescribed under the SEBI circular no. SEBI/CFD/DIL/
ASBA/1/2009/30/12 dated December 30, 2009.
2. Ensure that the ASBA Process option is selected in Part A
of the CAF and necessary details are filled in.
3. Ensure that the details about your Depository Participant
and beneficiary account are correct and the beneficiary
account is activated as Securities will be allotted in the
dematerialized form only.
4. Ensure that the CAFs are submitted with the Designated
Branch of the SCSBs and details of the correct bank
account have been provided in the CAF.
5. Ensure that there are sufficient funds (equal to {number of
Securities as the case may be applied for} X {Issue Price
of Securities, as the case may be}) available in the ASBA
Account mentioned in the CAF before submitting the CAF
to the respective Designated Branch of the SCSB.
6. Ensure that you have authorised the SCSB for blocking

funds equivalent to the total amount payable on application
mentioned in the CAF, in the ASBA Account, of which
details are provided in the CAF and have signed the same.
7. Ensure that you receive an acknowledgement from the
Designated Branch of the SCSB for your submission of the
CAF in physical form.
8. Except for CAFs submitted on behalf of the Central or the
State Government, residents of Sikkim and the officials
appointed by the courts, each Eligible Shareholder should
mention their PAN allotted under the IT Act.
9. Ensure that the name(s) given in the CAF is exactly the
same as the name(s) in which the beneficiary account is
held with the Depository Participant. In case the CAF
is submitted in joint names, ensure that the beneficiary
account is also held in same joint names and such names
are in the same sequence in which they appear in the CAF.
10. Ensure that the Demographic Details are updated, true and
correct, in all respects.
11. Ensure that the account holder in whose bank account the
funds are to be blocked has signed authorising such funds
to be blocked.
Donts:
1. Do not apply if you are not eligible to participate in the Issue
under the securities laws applicable to your jurisdiction.
2. Do not apply on duplicate CAF after you have submitted a
CAF to a Designated Branch of the SCSB.
3. Do not pay the amount payable on application in cash, by
money order, pay order or by postal order.
4. Do not send your physical CAFs to the GCSLMs /
Lead Managers /Co-Lead Manager / Registrar / Escrow
Collection Banks (assuming that such Escrow Collection
Bank is not a SCSB) / to a branch of the SCSB which is
not a Designated Branch of the SCSB / Company; instead
submit the same to a Designated Branch of the SCSB only.
5. Do not submit the GIR number instead of the PAN as the
application is liable to be rejected on this ground.
6. Do not apply if the ASBA account has been used for five
Eligible Shareholders.
7. Do not apply through the ASBA Process if you are not an
ASBA Eligible Shareholder.
8. Do not instruct the SCSBs to release the funds blocked
under the ASBA Process.
9. Do not submit CAF having the colour of ink specified for
another class of Eligible Shareholders.
Grounds for Technical Rejection under the ASBA Process
In addition to the grounds listed under Grounds for Technical
Rejections for non-ASBA Investors on page 187 of the Letter
of Offer, applications under the ABSA Process are liable to be
rejected on the following grounds:
1. Application on a SAF (unless all the SAFs are used by the
original shareholder).
2. Application for allotment of Rights Entitlements or
additional Securities which are in physical form.
3. DP ID and Client ID mentioned in CAF not matching with
the DP ID and Client ID records available with the Registrar.
4. Sending an ASBA application on plain paper to person other
than SCSB.
5. Sending CAF to the GCSLMs / the Lead Managers / the CoLead Manager / Registrar / Collecting Bank (assuming that
such Collecting Bank is not a SCSB) / to a branch of a SCSB
which is not a Designated Branch of the SCSB / Company.
78

6. Renouncee applying under the ASBA Process.
7. Submission of more than five CAFs per ASBA Account.
8. Insufficient funds are available with the SCSB for blocking
the amount.
9. Funds in the ASBA Account whose details are mentioned
in the CAF having been frozen pursuant to regulatory
orders.
10. Account holder not signing the CAF or declaration
mentioned therein.
11. CAFs that do not include the certification set out in the CAF
to the effect that the subscriber does not have a registered
address (and is not otherwise located) in any restricted
jurisdiction and is authorized to acquire the rights and
the Securities in compliance with all applicable laws and
regulations.
12. CAFs which have evidence of being executed in/dispatched
from any restricted jurisdiction.
13. QIBs, Non-Institutional Investors and other Eligible
Shareholders applying for Securities in this Issue for
value of more than ` 2,00,000 who hold Securities in
dematerialised form and is not a Renouncer or a Renouncee
not applying through the ASBA process.
14. Application by an Eligible Shareholder whose cumulative
value of Securities applied for is more than ` 2,00,000 but
has applied separately through split CAFs of less than `
2,00,000 and has not done so through the ASBA process.
15. Multiple CAFs, including cases where an Eligible
Shareholder submits CAFs along with a plain paper
application.
16. Submitting the GIR instead of the PAN.
17. An Eligible Shareholder, who is not complying with any or
all of the conditions for being an ASBA Investor, applies
under the ASBA process.
18. Applications by persons not competent to contract under
the Indian Contract Act, 1872, as amended, except
applications by minors having valid demat accounts as per
the demographic details provided by the Depositories.
19. ASBA Bids by SCSB on own account applying through
ASBA process, other than through an ASBA Account in its
own name with any other SCSB.
20. Applications by Eligible Shareholders ineligible to make
applications through the ASBA process, made through the
ASBA process.
21. Non-Institutional Investors who have a bank account with
an SCSB providing ASBA facility in the location of the
Non-Institutional Investors and the application by the
Non-Institutional Investors is not made through that SCSB
providing ASBA facility in such location.
Depository account and bank details for Eligible
Shareholders applying under the ASBA Process
IT IS MANDATORY FOR ALL THE ELIGIBLE
SHAREHOLDERS APPLYING UNDER THE ASBA
PROCESS TO RECEIVE THEIR SECURITIES IN
DEMATERIALISED FORM AND TO THE SAME
DEPOSITORY ACCOUNT IN WHICH THE SECURITIES
ARE HELD BY THE ELIGIBLE SHAREHOLDERS
AS ON THE BOOK CLOSURE DATE. ALL ELIGIBLE
PROCESS SHOULD MENTION THEIR DEPOSITORY
PARTICIPANTS NAME, DEPOSITORY PARTICIPANT
IDENTIFICATION NUMBER AND BENEFICIARY
ACCOUNT NUMBER IN THE CAF. ELIGIBLE
PROCESS MUST ENSURE THAT THE NAME GIVEN

IN THE CAF IS EXACTLY THE SAME AS THE NAME
IN WHICH THE DEPOSITORY ACCOUNT IS HELD.
IN CASE THE CAF IS SUBMITTED IN JOINT NAMES,
IT SHOULD BE ENSURED THAT THE DEPOSITORY
ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES
AND ARE IN THE SAME SEQUENCE IN WHICH THEY
APPEAR IN THE CAF/PLAIN PAPER APPLICATIONS,
AS THE CASE MAY BE.
Eligible Shareholders applying under the ASBA Process
should note that on the basis of name of these Eligible
Shareholders, Depository Participants name and
identification number and beneficiary account number
provided by them in the CAF/plain paper applications,
as the case may be, the Registrar to the Issue will obtain
from the Depository, demographic details of these Eligible
Shareholders such as address, bank account details for
printing on refund orders and occupation (Demographic
Details). Hence, Eligible Shareholders applying under
the ASBA Process should carefully fill in their Depository
Account details in the CAF.
These Demographic Details would be used for all correspondence
with such Eligible Shareholders including mailing of the
letters intimating unblocking of bank account of the respective
Eligible Shareholder. The Demographic Details given by the
Eligible Shareholders in the CAF would not be used for any
other purposes by the Registrar. Hence, Eligible Shareholders
are advised to update their Demographic Details as provided to
their Depository Participants.
By signing the CAFs, the Eligible Shareholders applying under
the ASBA Process would be deemed to have authorised the
Depositories to provide, upon request, to the Registrar, the
required Demographic Details as available on its records.
Letters intimating Allotment and unblocking or refund
(if any) would be mailed at the address of the Eligible
Shareholder applying under the ASBA Process as per the
Demographic Details received from the Depositories. The
Registrar will give instructions to the SCSBs for unblocking
funds in the ASBA Account to the extent Securities are not
allotted to such Eligible Shareholder. Eligible Shareholders
applying under the ASBA Process may note that delivery of
letters intimating unblocking of the funds may get delayed
if the same once sent to the address obtained from the
Depositories are returned undelivered. In such an event, the
address and other details given by the Eligible Shareholder
in the CAF would be used only to ensure dispatch of letters
intimating unblocking of the ASBA Accounts.
Note that any such delay shall be at the sole risk of the
Eligible Shareholders applying under the ASBA Process
and none of our Company, the SCSBs or the GCSLMs or
the Lead Managers or the Co-Lead Manager shall be liable
to compensate the Eligible Shareholder applying under the
ASBA Process for any losses caused due to any such delay or
liable to pay any interest for such delay.
In case no corresponding record is available with the
Depositories that matches three parameters, (a) names of the
Eligible Shareholders (including the order of names of joint
holders), (b) the DP ID, and (c) the beneficiary account number,
then such applications are liable to be rejected.
Underwriting
The Company has entered into the Underwriting Agreement
with the Underwriters. In terms of the Underwriting Agreement,
the Underwriters at the request of the Company have agreed to
underwrite the Ordinary Shares and A Ordinary Shares offered
79

through this Issue up to a maximum of ` 4,500 crore as given
in the table below. In terms of the Underwriting Agreement,
the Underwriters, shall and subject to the Assured Subscription
being brought in by the Promoter be responsible for bringing in
any shortfalls at the Issue Price
Underwriter
Underwriters Commitments
(In ` crore)
Ordinary
A
Total
Shares Ordinary
Shares
615
75
690
of the economic consequences of ownership of the Locked-in

Shares or publicly announce an intention to enter into any such
transaction, whether any such swap or transaction described in
(a) or (b) hereof is to be settled by delivery of Locked-in Shares
in cash or otherwise.
Our Company has agreed to indemnify the Underwriters against
certain liabilities. The Underwriters have agreed not to sell the
devolved Ordinary Shares and A Ordinary Shares subscribed
for by the Underwriters as part of the Rights Offering outside
of India.
The Underwriters have also agreed not to enter into any hedge,
short-sale or similar transaction with respect to Ordinary Shares,
the A Ordinary Shares, the ADSs or any related rights, during
the period from March 26, 2015 until the Allotment Date.
The Underwriters and their respective affiliates are full service
financial institutions engaged in various activities, which may
include sales and trading, commercial and investment banking,
advisory, investment management, investment research,
principal investment, hedging, market making, brokerage and
other financial and non-financial activities and services.
Certain of the Underwriters or their respective affiliates have,
from time to time, performed, and may in the future perform,
various financial advisory, investment banking, commercial
banking of other services for us, for which they received or will
receive customary fees and expenses.
In the ordinary course of their various business activities, the
Underwriters or their respective affiliates, officers, directors
and employees may purchase, sell or hold a broad array of
investments and actively trade securities, derivatives, loans,
commodities, currencies, credit default swaps and other financial
instruments for their own account and for the accounts of their
customers, and such investment and trading activities may
involve or relate to our assets, securities and / or instruments
(directly, as collateral securing other obligations or otherwise)
and / or persons and entities with relationships with us. The
underwriters or their respective affiliates may also communicate
independent investment recommendations, market colour or
trading ideas and / or publish or express independent research
views in respect of such assets, securities or instruments and
may at any time hold, or recommend to clients that they should
acquire, long and / or short positions in such assets, securities
and instruments.
Issue Schedule
Underwriting
fees
(%)
Citigroup Global
0.75
Markets India Private
Limited
Credit Suisse
615
75
690
0.75
Securities India Private
Limited
DSP Merrill Lynch
615
75
690
0.75
Limited
HSBC Securities and
615
75
690
0.75
Capital Markets (India)
Private Limited
J.P Morgan India
615
75
690
0.75
Private Limited
ICICI Securities
310
40
350
0.50
Limited
Kotak Mahindra
310
40
350
0.50
Capital Company
Limited
SBI Capital Markets
310
40
350
0.50
Limited
HDFC Bank Limited
0.22
0.03
0.25
0.50
TOTAL
4,005.22
495.03 4,500.25
Note: The obligations of each Underwriter mentioned above are
several and not joint.
The Underwriting Agreement also provides that if an
Underwriter defaults, then the purchase amounts of nondefaulting Underwriters may be increased or the offering may
be terminated.
In the opinion of the Board of Directors, the resources of the
Underwriters are sufficient to enable them to discharge their
underwriting obligations in full.
Our Company has agreed that, for a period of 90 days from the
date of listing of the Securities, our Company will not, without
the prior written consent of the Underwriters, issue any Securities
or any securities convertible into or exercisable or exchangeable
for the Securities or publicly announce any intention to do so
during the aforesaid period. However, our Company may, issue
securities on account of conversion of financial instruments
outstanding as of March 30, 2015 in connection with the Issue.
The Promoter has also agreed that, in case of devolvement on
the Underwriter in excess of 40% of the Securities offered in
the Issue, it shall not, for a period of 90 days from the date of
listing of the Securities offered in the Issue, without the prior
written consent of the Underwriters, (a) directly or indirectly,
sell or otherwise transfer or dispose of any Ordinary Shares or
A Ordinary Shares held by the Promoter as of the date of the
listing of the Securities (the Locked-in Shares) or publicly
announce an intention with respect to any of the foregoing; (b)
enter into any swap or any other agreement or any transaction
that transfers, in whole or in part, directly or indirectly, any
Issue Opening Date:

April 17, 2015
Last date for receiving requests for SAFs: April 24, 2015
Issue Closing Date:
May 2, 2015
The Board may however decide to extend the Issue period as
it may determine from time to time but not exceeding 30 days
from the Issue Opening Date.
Basis of Allotment
Subject to the provisions contained in the Letter of Offer, the
Articles of Association of our Company and the approval of the
Designated Stock Exchange, the Board will proceed to Allot
the Ordinary Shares and A Ordinary Shares in the following
order of priority reckoned separately for Ordinary Shares and
A Ordinary Shares:
1. Full Allotment to those Eligible Shareholders who have
applied for their Rights Entitlement either in full or in
part and also to the Renouncee(s) who has/ have applied
for Securities renounced in their favour, in full or in
part. Allotment to NR Renouncees shall be subject to the
permissible foreign investment limits application to our
Company under FEMA.
80

2. Investors whose fractional entitlements are being ignored
would be given preference in allotment of one additional
Security each if they apply for additional Securities.
Allotment under this head shall be considered if there
are any unsubscribed Securities after allotment under (1)
above. If number of Securities required for Allotment under
this head are more than the number of Securities available
after Allotment under (1) above, the Allotment would be
made on a fair and equitable basis in consultation with the
Designated Stock Exchange and will not be a preferential
allotment.
3. Allotment to the Eligible Shareholders who having
applied for all the Securities offered to them as part of
the Issue, have also applied for additional Securities. The
Allotment of such additional Securities will be made as far
as possible on an equitable basis having due regard to the
number of Securities held by them on the Book Closure
Date, provided there are any unsubscribed Securities after
making full Allotment in (1) and (2) above. The Allotment
of such Securities will be at the sole discretion of the Board
in consultation with the Designated Stock Exchange, as a
part of the Issue and will not be a preferential allotment.
4. Allotment to Renouncees who having applied for all the
Securities renounced in their favour, have applied for
additional Securities provided there is surplus available
after making full Allotment under (1), (2) and (3) above.
The Allotment of such Securities will be at the sole
discretion of the Board in consultation with the Designated
Stock Exchange, as a part of the Issue and will not be a
preferential allotment.
5. Allotment to any other person that our Board as it may
deem fit provided there is surplus available after making
Allotment under (1), (2), (3) and (4) above, and the decision
of the Board in this regard shall be final and binding.

After taking into account Allotment to be made under (1)
to (4) above, if there is any unsubscribed portion, the same
shall be deemed to be unsubscribed for the purpose of
regulation 3(1)(b) of the Takeover Regulations.

Upon approval of the Basis of Allotment by the Designated
Stock Exchange, the Registrar shall send to the Controlling
Branches, a list of the ASBA Investors who have been
allocated Securities in the Issue, along with:
1. The amount to be transferred from the ASBA Account
to the separate bank account opened by our Company
for the Issue, for each successful ASBA;
2. The date by which the funds referred to above, shall
be transferred to the aforesaid bank account; and
3. The details of rejected ASBA applications, if any, to
enable the SCSBs to unblock the respective ASBA
Accounts.
Allotment Advices / Refund Orders
Our Company will issue and dispatch Allotment advice/ demat
credit and/or letters of regret along with refund order or credit
the allotted Securities to the respective beneficiary accounts, if
any, within a period of 15 days from the Issue Closing Date. In
case of failure to do so, our Company shall pay interest at such
rate and within such time as specified under applicable law.
Investors residing at centers where clearing houses are managed
by the RBI will get refunds through National Electronic Clearing
Service (NECS) except where Investors have not provided the
details required to send electronic refunds.
In case of those Investors who have opted to receive their Rights
Entitlement in dematerialized form using electronic credit
under the depository system, advice regarding their credit of the
Securities shall be given separately. Investors to whom refunds

are made through electronic transfer of funds will be sent a letter
through ordinary post intimating them about the mode of credit
of refund within 15 days of the Issue Closing Date.
In case of those Investors who have opted to receive their Rights
Entitlement in physical form and our Company issues letter
of allotment, the corresponding share certificates will be kept
ready within two months from the date of Allotment thereof
or such extended time as may be approved under Section 56
of the Companies Act, 2013 or other applicable provisions, if
any. Investors are required to preserve such letters of allotment,
which would be exchanged later for the share certificate.
The letter of allotment/ refund order would be sent by registered
post/ speed post to the sole/ first Investors Indian address
provided by the Eligible Shareholders to our Company. Such
refund orders would be payable at par at all places where the
applications were originally accepted. The same would be
marked Account Payee only and would be drawn in favour of
the sole/ first Investor. Adequate funds would be made available
to the Registrar for this purpose.
In the case of non-resident shareholders or Investors who
remit their Application Money from funds held in NRE/FCNR
Accounts, refunds and/or payment of interest or dividend and
other disbursements, if any, shall be credited to such accounts,
the details of which should be furnished in the CAF. Subject
to the applicable laws and other approvals, in case of Nonresident shareholders or Investors who remit their application
money through Indian Rupee demand drafts purchased from
abroad, refund and/or payment of dividend or interest and any
other disbursement, shall be credited to such accounts and will
be made after deducting bank charges or commission in U.S.
dollars, at the rate of exchange prevailing at such time. Our
Company will not be responsible for any loss on account of
exchange rate fluctuations for conversion of the Indian Rupee
amount into U.S. dollars. The letter of allotment will be sent
by registered post / speed post to the Indian address of the Non
Resident shareholders or Investors as provided to our Company.
Payment of Refund
Mode of making refunds
The payment of refund, if any, would be done through any of the
following modes:
1. NECS Payment of refund would be done through NECS
for Investors having an account at any of the 68 centres
where such facility has been made available. This mode
of payment of refunds would be subject to availability of
complete bank account details including the MICR code
as appearing on a cheque leaf, from the Depositories/
the records of the Registrar. The payment of refunds is
mandatory for Investors having a bank account at any
centre where NECS facility has been made available
(subject to availability of all information for crediting the
refund through NECS).
2. National Electronic Fund Transfer (NEFT) Payment
of refund shall be undertaken through NEFT wherever the
Investors bank has been assigned the Indian Financial
System Code (IFSC Code), which can be linked to a
MICR, allotted to that particular bank branch. IFSC Code
will be obtained from the website of RBI as on a date
immediately prior to the date of payment of refund, duly
mapped with MICR numbers. Wherever the Investors have
registered their nine digit MICR number and their bank
account number with the Registrar to our Company or with
the Depository Participant while opening and operating
the demat account, the same will be duly mapped with the
IFSC Code of that particular bank branch and the payment
of refund will be made to the Investors through this method.
81

3. Direct Credit Investors having bank accounts with the
Bankers to the Issue shall be eligible to receive refunds
through direct credit. Charges, if any, levied by the relevant
bank(s) for the same would be borne by our Company.
4. RTGS If the refund amount exceeds ` 200,000, the
Investors have the option to receive refund through RTGS.
Such eligible Investors who indicate their preference
to receive refund through RTGS are required to provide
the IFSC Code in the CAF. In the event the same is not
provided, refund shall be made through NECS or any other
eligible mode. Charges, if any, levied by the refund bank(s)
for the same would be borne by our Company. Charges,
if any, levied by the Investors bank receiving the credit
would be borne by the Investor.
5. For all other Investors the refund orders will be dispatched
through speed post/ registered post. Such refunds will be
made by cheques, pay orders or demand drafts drawn in
favour of the sole/first Investor and payable at par.
6. Credit of refunds to Investors in any other electronic
manner which is, permissible under the banking laws that
are in force and is permitted by SEBI from time to time.
Refund payment to Non- residents
Where applications are accompanied by Indian rupee drafts
purchased abroad and payable at Mumbai, refunds will be made
in the Indian rupees based on the U.S. dollars equivalent which
ought to be refunded. Indian rupees will be converted into U.S.
dollars at the rate of exchange, which is prevailing on the date
of refund. The exchange rate risk on such refunds shall be borne
by the concerned Applicant and our Company shall not bear any
part of the risk.
Where the applications made are accompanied by NRE/FCNR/
NRO cheques, refunds will be credited to NRE/FCNR/NRO
accounts respectively, on which such cheques were drawn and
details of which were provided in the CAF.
Printing of Bank Particulars on Refund Orders
As a matter of precaution against possible fraudulent encashment
of refund orders due to loss or misplacement, the particulars of
the Investors bank account are mandatorily required to be given
for printing on the refund orders. Bank account particulars,
where available, will be printed on the refund orders/refund
warrants which can then be deposited only in the account
specified. Our Company will, in no way, be responsible if any
loss occurs through these instruments falling into improper
hands either through forgery or fraud.
Allotment advice / Share Certificates/ Demat Credit
Allotment advice / share certificates / demat credit or letters
of regret will be dispatched to the registered address of the
first named Investor or respective beneficiary accounts will be
credited within 15 days, from the Issue Closing Date. In case
our Company issues Allotment advice, the respective share
certificates will be dispatched within one month from the date of
the Allotment. Allottees are requested to preserve such allotment
advice (if any) to be exchanged later for share certificates.
Option to receive Securities in Dematerialized Form
Investors shall be allotted the Securities in dematerialized
(electronic) form at the option of the Investor. Our Company has
signed a tripartite agreement with NSDL on December 9, 1997
which enables the Investors to hold and trade in the securities
issued by our Company in a dematerialized form, instead of
holding the Securities in the form of physical certificates. Our
Company has also signed a tripartite agreement with CDSL on
September 27, 1999 which enables the Investors to hold and
trade in the securities issued by our Company in a dematerialized
form, instead of holding the Securities in the form of physical
certificates.
In this Issue, the Allottees who have opted for Securities in

dematerialized form will receive their Securities in the form of
an electronic credit to their beneficiary account as given in the
CAF, after verification with a depository participant. Investor
will have to give the relevant particulars for this purpose in the
appropriate place in the CAF. Allotment advice, refund order (if
any) would be sent directly to the Investor by the Registrar to
the Issue but the Investors depository participant will provide
to him the confirmation of the credit of such Securities to the
Investors depository account. CAFs, which do not accurately
contain this information, will be given the Securities in physical
form. No separate CAFs for Securities in physical and/or
dematerialized form should be made. If such CAFs are made,
the CAFs for physical Securities will be treated as multiple
CAFs and is liable to be rejected. In case of partial Allotment,
Allotment will be done in demat option for the Securities
sought in demat and balance, if any, will be allotted in physical
Securities. Eligible Shareholders of our Company holding
Securities in physical form may opt to receive Securities in the
Issue in dematerialized form.
INVESTORS MAY PLEASE NOTE THAT THE
SECURITIES CAN BE TRADED ON THE STOCK
EXCHANGES ONLY IN DEMATERIALIZED FORM.
The procedure for availing the facility for Allotment of Securities
in this Issue in the electronic form is as under:
1. Open a beneficiary account with any depository participant
(care should be taken that the beneficiary account should
carry the name of the holder in the same manner as is
registered in the records of our Company. In the case of joint
holding, the beneficiary account should be opened carrying
the names of the holders in the same order as registered in
the records of our Company). In case of Investors having
various folios in our Company with different joint holders,
the Investors will have to open separate accounts for such
holdings. Those Investors who have already opened such
beneficiary account(s) need not adhere to this step.
2. For Eligible Shareholders already holding Securities in
dematerialized form as on the Book Closure Date, the
beneficial account number shall be printed on the CAF. For
those who open accounts later or those who change their
accounts and wish to receive their Securities pursuant to
this Issue by way of credit to such account, the necessary
details of their beneficiary account should be filled in
the space provided in the CAF. It may be noted that the
Allotment of Securities arising out of this Issue may be
made in dematerialized form even if the Securities are not
dematerialized. Nonetheless, it should be ensured that the
depository account is in the name(s) of the Investors and
the names are in the same order as in the records of our
Company/ Depositories.
3. The responsibility for correctness of information (including
Investors age and other details) filled in the CAF vis--vis
such information with the Investors depository participant,
would rest with the Investor. Investors should ensure that
the names of the Investors and the order in which they
appear in CAF should be the same as registered with the
Investors depository participant.
4. If incomplete / incorrect beneficiary account details
are given in the CAF, the Investor will get Securities in
physical form.
5. The Securities allotted to Applicants opting for issue in
dematerialized form, would be directly credited to the
beneficiary account as given in the CAF after verification.
Allotment advice, refund order (if any) would be sent
directly to the Applicant by the Registrar but the Applicants
82

6. All payment should be made by cheque or demand draft
only. Cash payment is not acceptable. In case payment is
effected in contravention of this, the application may be
deemed invalid and the application money will be refunded
and no interest will be paid thereon.
7. Signatures should be either in English or Hindi or in any
other language specified in the Eighth Schedule to the
Constitution of India. Signatures other than in English or
Hindi and thumb impression must be attested by a Notary
Public or a Special Executive Magistrate under his/ her
official seal. The Investors must sign the CAF as per the
specimen signature recorded with our Company.
8. In case of an application under power of attorney or by
a body corporate or by a society, a certified true copy of
the relevant power of attorney or relevant resolution or
authority to the signatory to make the relevant investment
under this Issue and to sign the application and a copy of the
Memorandum of Association and Articles of Association
and / or bye laws of such body corporate or society must
be lodged with the Registrar giving reference of the serial
number of the CAF. In case the above referred documents
are already registered with our Company, the same need
not be a furnished again. In case these papers are sent to
any other entity besides the Registrar or are sent after the
Issue Closing Date, then the application is liable to be
rejected. In no case should these papers be attached to the
application submitted to the Bankers to the Issue.
9. In case of joint holders, all joint holders must sign the
relevant part of the CAF in the same order and as per
the specimen signature(s) recorded with our Company/
Depositories. Further, in case of joint Investors who are
Renouncees, the number of Investors should not exceed
three. In case of joint Investors, reference, if any, will be
made in the first Investors name and all communication
will be addressed to the first Investor.
10. Application(s) received from NRs/NRIs, or persons of
Indian origin residing abroad for Allotment of Ordinary
Shares and / or A Ordinary Shares, as the case may be,
shall, inter alia, be subject to conditions, as may be imposed
from time to time by the RBI under FEMA, in the matter
of refund of application money, Allotment of Securities,
interest, export of share certificates, etc. In case an NR
or NRI Investor has specific approval from the RBI, in
connection with his shareholding, he should enclose a copy
of such approval with the CAF. Additionally, applications
will not be accepted from NRs/NRIs in any jurisdiction
where the offer or sale of the Rights Entitlements and
issue of Securities of our Company may be restricted by
11. All communication in connection with application for the
Securities, including any change in address of the Investors
should be addressed to the Registrar prior to the Allotment
Date in this Issue quoting the name of the first/sole
Investor, folio numbers and CAF number. Please note that
any intimation for change of address of Investors, after the
Allotment Date, should be sent to the Registrar and transfer
agents of our Company, in the case of Securities held in
physical form and to the respective depository participant,
in case of Securities held in dematerialized form.
12. SAFs cannot be re-split.
13. Only the person or persons to whom Securities have been
offered and not Renouncee(s) shall be entitled to obtain
SAFs.
14. Investors must write their CAF number at the back of the
cheque /demand draft.
depository participant will provide to him the confirmation

of the credit of such Securities to the Applicants depository
account.
6. Renouncees will also have to provide the necessary details
about their beneficiary account for Allotment of Securities
in this Issue. In case these details are incomplete or
incorrect, the application is liable to be rejected.
General instructions for non-ASBA Investors
1. Please read the instructions printed on the CAF carefully.
2. Applicants that are not QIBs or are not Non Institutional
Investor or those whose Application money does not exceed
` 200,000 may participate in the Issue either through ASBA
or the non-ASBA process. Eligible Shareholders who have
renounced their entitlement (in full or in part), Renouncees
and Applicants holding Securities in physical form and/
or subscribing in the Issue for Allotment in physical form
may participate in the Issue only through the non ASBA
process.
3. Application should be made on the printed CAF, provided
by our Company except as mentioned under the head
Terms of the Issue - Application on Plain Paper from page
168 to 171 of the Letter of Offer and should be completed
in all respects. The CAF found incomplete with regard to
any of the particulars required to be given therein, and/ or
which are not completed in conformity with the terms of
the Letter of Offer are liable to be rejected and the money
paid, if any, in respect thereof will be refunded without
interest and after deduction of bank commission and other
charges, if any. The CAF must be filled in English and the
names of all the Investors, details of occupation, address,
fathers / husbands name must be filled in block letters.

The CAF together with the cheque/demand draft should be
sent to the Bankers to the Issue/ Escrow Collection Bank or
to the Registrar and not to our Company or the GCSLMs,
the Lead Managers and Co-Lead Manager to the Issue.
Investors residing at places other than cities where the
branches of the Bankers to the Issue have been authorised
by our Company for collecting applications, will have to
make payment by demand draft payable at Mumbai of an
amount net of bank and postal charges and send their CAFs
to the Registrar by registered post. If any portion of the
CAF is/are detached or separated, such application is liable
to be rejected.

Applications where separate cheques/demand drafts are
not attached for amounts to be paid for the Securities
are liable to be rejected. Applications accompanied
by cash, postal order or stock invest are liable to be
rejected.
4. Except for applications on behalf of the Central and State
appointed by the courts, all Investors, and in the case of
application in joint names, each of the joint Investors,
should mention his/her PAN allotted under the IT Act,
irrespective of the amount of the application. CAFs without
PAN will be considered incomplete and are liable to be
rejected.
5. Investors, holding Securities in physical form, are advised
that it is mandatory to provide information as to their
savings/current account number, the nine digit MICR
number and the name of the bank with whom such account
is held in the CAF to enable the Registrar to print the said
details in the refund orders, if any, after the names of the
payees. Application not containing such details is liable to
be rejected.
83

15. Only one mode of payment per application should be used.
The payment must be by cheque / demand draft drawn on
any of the banks, including a co-operative bank, which is
situated at and is a member or a sub member of the bankers
clearing house located at the centre indicated on the reverse
of the CAF where the application is to be submitted.
16. A separate cheque / draft must accompany each CAF.
Outstation cheques / demand drafts or post-dated
cheques and postal / money orders will not be accepted
and applications accompanied by such cheques / demand
drafts / money orders or postal orders will be rejected. The
Registrar will not accept payment against application if
made in cash.
17. No receipt will be issued for application money received.
The Bankers to the Issue / Escrow Collection Banks/
Registrar will acknowledge receipt of the same by stamping
and returning the acknowledgment slip at the bottom of the
CAF.
18. The distribution of the Letter of Offer and issue of
Securities to persons in certain jurisdictions outside
India may be restricted by legal requirements in those
jurisdictions. Persons in such jurisdictions are instructed to
disregard the Letter of Offer and not to attempt to subscribe
for Securities.
19. Investors shall be given an option to get the Securities in
demat or physical form.
20. Investors are requested to ensure that the number of
Securities applied for by them do not exceed the prescribed
limits under the applicable law.
Dos for non-ASBA Investors:
1. Check if you are eligible to apply i.e. you are an Eligible
Shareholder on the Book Closure Date.
2. Read all the instructions carefully and ensure that the
cheque/ draft option is selected in Part A of the CAF and
necessary details are filled in.
3. In the event you hold Securities in dematerialised form,
ensure that the details about your Depository Participant
and beneficiary account are correct and the beneficiary
account is activated as the Securities will be allotted in the
dematerialized form only.
4. Ensure that your Indian address is available to us and the
Registrar and transfer agent, in case you hold the Securities
in physical form or the depository participant, in case you
hold Securities in dematerialised form.
5. Ensure that the value of the cheque/ draft submitted by you
is equal to the (number of Securities applied for) X (Issue
Price of Securities, as the case may be) before submission
of the CAF.
6. Ensure that you receive an acknowledgement from the
collection branch of the Bankers to the Issue for your
submission of the CAF in physical form.
7. Ensure that you mention your PAN allotted under the IT
Act with the CAF, except for Applications on behalf of the
Central and the State Governments, residents of the state of
Sikkim and officials appointed by the courts.
8. Ensure that the name(s) given in the CAF is exactly the
same as the name(s) in which the beneficiary account is
held with the Depository Participant. In case the CAF
is submitted in joint names, ensure that the beneficiary
account is also held in same joint names and such names
are in the same sequence in which they appear in the CAF.
9. Ensure that the demographic details are updated, true and
correct, in all respects.
Donts for non-ASBA Investors:

1. Do not apply if you are not eligible to participate in the
Issue the securities laws applicable to your jurisdiction.
2. Do not apply on duplicate CAF after you have submitted a
CAF to a collection branch of the Bankers to the Issue.
3. Do not pay the amount payable on application in cash, by
money order or by postal order.
4. Do not submit the GIR number instead of the PAN as the
application is liable to be rejected on this ground.
5. Do not submit Application accompanied with stock invest.
6. Do not submit CAF having the colour of ink specified for
another class of Eligible Shareholders.
Grounds for Technical Rejections for non-ASBA Investors
Investors are advised to note that applications are liable to be
rejected on technical grounds, including the following:
1. Amount paid does not tally with the amount payable.
2. Bank account details (for refund) are not given and the same
are not available with the DP (in the case of dematerialized
holdings) or the Registrar and transfer agent (in the case of
physical holdings).
3. Age of Investor(s) not given (in case of Renouncees).
4. Except for CAFs on behalf of the Central or the State
appointed by the courts, PAN not given for application of
any value.
5. In case of CAF under power of attorney or by limited
companies, corporate, trust, relevant documents are not
submitted.
6. If the signature of the Investor does not match with the one
given on the CAF and for renounce(s) if the signature does
not match with the records available with their depositories.
7. CAFs are not submitted by the Investors within the time
prescribed as per the CAF and the Letter of Offer.
8. CAFs not duly signed by the sole/joint Investors.
9. CAFs/ SAFs by OCBs not accompanied by a copy of an
RBI approval to apply in this Issue.
10. Submission of the CAFs to SCSBs.
11. Submission of plain paper Application to person other than
Registrar.
12. CAFs accompanied by stock invest/ outstation cheques/
post-dated cheques/ money order/ postal order/ outstation
demand drafts.
13. In case no corresponding record is available with the
depositories that match three parameters, namely, names
of the Investors (including the order of names of joint
holders), DP ID and Client ID.
14. CAFs that do not include the certifications set out in the
CAF to the effect that the subscriber does not have a
registered address (and is not otherwise located) in any
restricted jurisdictions and is authorised to acquire the
Rights Entitlements and Securities in compliance with all
applicable laws and regulations.
15. CAFs which have evidence of being executed in/dispatched
from restricted jurisdictions.
16. CAFs by ineligible Non-Residents (including on account
of restriction or prohibition under applicable local laws)
and where an Indian address has not been provided.
17. CAFs where our Company believes that CAF is incomplete
or acceptance of such CAF may infringe applicable legal or
regulatory requirements.
18. In case the GIR number is submitted instead of the PAN.
84

19. Applications by Renouncees who are persons not competent
to contract under the Indian Contract Act, 1872, except
applications by minors having valid demat accounts as per
the demographic details provided by the Depositories.
20. Multiple CAFs, including cases where an Investor submits
CAFs along with a plain paper application.
21. Applications from QIBs, Non-Institutional Investors or
Investors applying in this Issue for Securities for an amount
exceeding ` 200,000, not through ASBA process.
22. Application by an Eligible Shareholder whose cumulative
value of Securities applied for is more than ` 200,000 but
has applied separately through SAFs of less than ` 200,000
and has not been undertaken through the ASBA process.
Please read the Letter of Offer and the instructions contained
therein and in the CAF carefully before filling in the CAF.
The instructions contained in the CAF are an integral part of
the Letter of Offer and must be carefully followed. The CAF is
liable to be rejected for any non-compliance of the provisions
contained in the Letter of Offer or the CAF.
Investments by FPIs and FIIs
In terms of the SEBI FPI Regulations, the issue of Securities
to a single FPI or an investor group (which means the same
set of ultimate beneficial owner(s) investing through multiple
entities) is not permitted to exceed 10% of our post-Issue Share
capital. Further, in terms of the FEMA Regulations, the total
holding by each FPI shall be below 10% of the total paid-up
share capital of our Company and the total holdings of all FPIs
put together shall not exceed 24% of the paid-up share capital of
our Company. The aggregate limit of 24% may be increased up
to the sectoral cap by way of a resolution passed by the Board
followed by a special resolution passed by the shareholders of
our Company. In this regard, total permitted holding of FIIs in
the Ordinary Share paid up capital has been increased to 35% by
a resolution passed by our shareholders on January 22, 2004 and
to 75% of the A Ordinary Share paid-up capital approved by
the Reserve Bank of India pursuant to their letter dated October
31, 2013.
FPIs are permitted to participate in the Issue subject to
compliance with conditions and restrictions which may be
specified by the Government from time to time.
An FII who holds a valid certificate of registration from SEBI
shall be deemed to be an FPI until the expiry of the block of
three years for which fees have been paid as per the SEBI FII
Regulations. An FII or sub-account (other than a sub-account
which is a foreign corporate or a foreign individual) may
participate in the Issue, until the expiry of its registration as an
FII or sub-account or until it obtains a certificate of registration
as an FPI, whichever is earlier. If the registration of an FII or
sub-account has expired or is about to expire, such FII or subaccount may subject to payment of conversion fees as applicable
under the SEBI FPI Regulations, participate in the Issue. An
FII or sub-account shall not be eligible to invest as an FII after
registering as an FPI under the SEBI FPI Regulations.
In terms of the FEMA Regulations, for calculating the aggregate
holding of FPIs in a company, holding of all registered FPIs as
well as holding of FIIs (being deemed FPIs) shall be included.
Investment by NRIs
Investments by NRIs are governed by the portfolio investment
scheme under Regulation 5(3)(i) of the Foreign Exchange
Management (Transfer or Issue of Security by a Person Resident
Outside India) Regulations, 2000, as amended. Applications
will not be accepted from NRIs in restricted jurisdictions.
Please note that pursuant to the applicability of the
directions issued by SEBI vide its circular no. CIR/ CFD/
DIL/1/2011 dated April 29, 2011, all Applicants who are

QIBs, Non-Institutional Investors or are applying in this
Issue for Securities for an amount exceeding ` 200,000 shall
mandatorily make use of ASBA facility.
Procedure for Applications by Mutual Funds
A separate application can be made in respect of each scheme
of an Indian mutual fund registered with SEBI and such
applications shall not be treated as multiple applications.
The applications made by asset management companies or
custodians of a mutual fund should clearly indicate the name of
the concerned scheme for which the application is being made.
Application made by asset management companies or custodian
of a mutual fund shall clearly indicate the name of the concerned
scheme for which Application is being made.
Please note that pursuant to the applicability of the directions
issued by SEBI vide its circular bearing number CIR/ CFD/
DIL/ 1/ 2011 dated April 29, 2011, all Applicants who are
QIBs, Non-Institutional Investors or are applying in this
Issue for Securities for an amount exceeding ` 200,000 shall
mandatorily make use of ASBA facility.
Impersonation
As a matter of abundant caution, attention of the Investors
is specifically drawn to the provisions of Section 38 of the
Companies Act, 2013 which is reproduced below:
Any person who makes or abets making of an application in
a fictitious name to a company for acquiring, or subscribing
for, its securities; or makes or abets making of multiple
applications to a company in different names or in different
combinations of his name or surname for acquiring or
subscribing for its securities; or otherwise induces directly
or indirectly a company to allot, or register any transfer of,
securities to him, or to any other person in a fictitious name,
shall be liable for action under Section 447.
Dematerialized dealing
Our Company has entered into agreements, dated December 9,
1997 and September 27, 1999 with NSDL and CDSL, respectively,
and the Ordinary Shares bear the ISIN INE155A01022 and the
A Ordinary Shares bear ISIN IN9155A01020.
Payment by stock invest
In terms of RBI Circular DBOD No. FSC BC 42/24.47.00/200304 dated November 5, 2003, the stock invest Scheme has been
withdrawn. Hence, payment through stock invest would not be
accepted in this Issue.
Disposal of application and application money
No acknowledgment will be issued for the application moneys
received by our Company. However, the Bankers to the Issue
/ Registrar / Designated Branch of the SCSBs receiving the
CAF will acknowledge its receipt by stamping and returning the
acknowledgment slip at the bottom of each CAF.
The Board reserves its full, unqualified and absolute right to
accept or reject any application, in whole or in part, and in either
case without assigning any reason thereto.
In case an application is rejected in full, the whole of the
application money received will be refunded. Wherever an
application is rejected in part, the balance of application money,
if any, after adjusting any money due on Securities allotted, will
be refunded to the Investor within a period of 15 days from the
Issue Closing Date. In case of failure to do so, our Company
shall pay interest at such rate and within such time as specified
under applicable law.
For further instructions, please read the CAF carefully.
85

Utilisation of Issue Proceeds
Our Board declares that:
1. All monies received out of the Issue shall be transferred to
a separate bank account;
2. Details of all monies utilised out of the Issue shall be
disclosed, and continue to be disclosed till the time any
part of the Issue Proceeds remains unutilised, under an
appropriate separate head in the balance sheet of our
Company indicating the purpose for which such monies
have been utilised;
3. Details of all unutilised monies out of the Issue, if any,
shall be disclosed under an appropriate separate head in the
balance sheet of our Company indicating the form in which
such unutilised monies have been invested; and
4. Our Company may utilize the funds collected in the Issue
only after the basis of Allotment is finalised.
Undertakings by our Company
Our Company undertakes the following:
1. The complaints received in respect of the Issue shall
be attended to by our Company expeditiously and
satisfactorily.
2. All steps for completion of the necessary formalities
for listing and commencement of trading at all Stock
Exchanges where the Securities are to be listed will be
taken within seven working days of finalization of basis of
allotment.
3. The funds required for making refunds to unsuccessful
Applicants as per the mode(s) disclosed shall be made
available to the Registrar by our Company.
4. Where refunds are made through electronic transfer of
funds, a suitable communication shall be sent to the
Investor within 15 days of the Issue Closing Date, giving
details of the banks where refunds shall be credited along
with amount and expected date of electronic credit of
refund.
5. Except as disclosed in section titled Capital Structure in
the Letter of Offer, no further issue of securities affecting
our Companys equity capital shall be made till the
Securities issued/ offered in the Issue are listed or till the
application money are refunded on account of non-listing,
under-subscription etc.
6. Our Company accepts full responsibility for the accuracy
of information given in the Letter of Offer and confirms
that to the best of its knowledge and belief, there are no
other facts the omission of which makes any statement
made in the Letter of Offer misleading and further confirms
that it has made all reasonable enquiries to ascertain such
facts.
7. Adequate arrangements shall be made to collect all ASBA
applications and to consider then similar to non-ASBA
applications while finalising the basis of Allotment.
8. At any given time there shall be only one denomination for
the Securities of our Company.
9. Our Company shall comply with such disclosure and
accounting norms specified by SEBI from time to time.
Minimum Subscription
If our Company does not receive the minimum subscription
of 90% of the Issue of the Ordinary Shares and A Ordinary
Shares, on an aggregate basis, including the devolvement
obligation of the Underwriters, our Company shall refund
the entire subscription amount received within 15 days from
the Issue Closing Date. If there is delay in the refund of the
subscription amount by more than eight days after our Company

becomes liable to pay the subscription amount (i.e. 15 days after
the Issue Closing Date), our Company shall pay interest for the
delayed period, as prescribed under applicable laws.
Important
1. Please read the Letter of Offer carefully before taking
any action. The instructions contained in the CAF are an
integral part of the conditions of the Letter of Offer and
must be carefully followed; otherwise the application is
liable to be rejected.
2. All enquiries in connection with the Letter of Offer or CAF
and requests for SAFs must be addressed (quoting the
Registered Folio Number/ DP and Client ID number, the
CAF number and the name of the first Eligible Shareholder
as mentioned on the CAF and super-scribed Tata Motors
Limited - Rights Issue on the envelope and postmarked in
India) to the Registrar at the following address:




Tel: (91 22) 6171 5400

Fax: (91 22) 2596 0329


The Issue will remain open for a minimum 15 days. However,
the Board will have the right to extend the Issue Period as it may
determine from time to time but not exceeding 30 days from the
Issue Opening Date.
MATERIAL CONTRACTS AND DOCUMENTS FOR
INSPECTION
The following contracts (not being contracts entered into in
the ordinary course of business carried on by our Company or
contracts entered into more than two years before the date of the
Letter of Offer) which are or may be deemed material have been
entered or are to be entered into by our Company. Copies of the
these contracts and also the documents for inspection referred
to hereunder, may be inspected at the Registered Office between
10 a.m. and 5 p.m. on all working days from the date of the
Letter of Offer until the Issue Closing Date.
A. Material Contracts for the Issue
1. Issue Agreement dated March 30, 2015 between our
Company and the GCSLMs, the Lead Managers and the
Co-Lead Manager.
2. Registrar Agreement dated March 25, 2015 between our
Company and the Registrar to the Issue.
3. Escrow Agreement dated March 30, 2015 amongst our
Company, the GCSLMs, the Lead Managers, the Co-Lead
Manager, the Registrar to the Issue and the Bankers to the
Issue.
4. Monitoring Agency Agreement dated March 30, 2015
between our Company and the Monitoring Agency.
5. Underwriting Agreement dated March 26, 2015 between
our Company and the Underwriters.
B. Material Documents
1. Certified copies of the updated Memorandum of Association
and Articles of Association of our Company, as amended.
2. Certificate of incorporation of our Company.
3. Resolution of our Board dated January 27, 2015 in relation
to this Issue and other related matters.
86

4. Resolution of our shareholders dated March 3, 2015
authorising the issue of A Ordinary Shares in terms of Rule
4(1)(b) of the Companies (Share Capital and Debentures)
Rules, 2014.
5. Resolution passed by our Board dated March 25, 2015
finalizing the terms of the Issue including Issue Price,
Book Closure Date and the Rights Entitlement Ratio.
6. Letter of offer dated September 18, 2008 filed with the
Stock Exchanges by our Company.
7. Letter (FED.CO.FID.No.15434/10.21.341/2014-15) dated
March 30, 2015 issued by RBI in relation to renunciation
of Rights Entitlement.
8. Consents of our Directors, Company Secretary and
Compliance Officer, Statutory Auditor, GCSLMs, the Lead
Managers, the Co-Lead Manager, Bankers to the Issue,
Legal Advisor to the Issue, the Registrar to the Issue and
the Monitoring Agency for inclusion of their names in the
Letter of Offer to act in their respective capacities.
9. Consent of Deloitte Haskins & Sells LLP, Chartered
Accountants, to be named as an expert under Sections
2(38) and 26 of the Companies Act, 2013, in relation to
their (i) audit reports dated May 29, 2014 on the audited
standalone and audited consolidated financial statements
of our Company for Fiscal 2014, (ii) reports each dated
February 5, 2015 on the audited standalone financial
statements of our Company for the nine months ended
December 31, 2014 and limited reviewed consolidated
financial statements for the nine months ended December
31, 2014, and (iii) the tax benefit statement dated March
30, 2015.
10. The (i) audit reports each dated May 29, 2014 on the audited
standalone financial statements and audited consolidated
financial statements of our Company for Fiscal 2014, and
(ii) reports each dated February 5, 2015 on the audited
standalone financial statements for the nine months ended
December 31, 2014 and limited reviewed consolidated
financial statements for the nine months ended December
31, 2014.
11. Annual Reports of our Company for Fiscal 2014, 2013,
2012, 2011 and 2010 taken on a standalone and consolidated
basis.
12. The tax benefits statement dated March 30, 2015 from the
Statutory Auditor.
13. Approvals dated March 27, 2015 issued by BSE and NSE,
respectively under Clause 24(a) of the Listing Agreement.
14. Due Diligence Certificate dated March 30, 2015 addressed
to SEBI from the GCSLMS, the Lead Managers and the
Co-Lead Manager.
15. Tripartite Agreement dated December 9, 1997 between our
Company, the Registrar to the Issue and NSDL.
16. Tripartite Agreement dated September 27, 1999 between
our Company, the Registrar to the Issue and CDSL.
Any of the contracts or documents mentioned in the Letter of
Offer may be amended or modified at any time if so required in
the interest of our Company or if required by the other parties,
without reference to the Eligible Shareholders, subject to
compliance with applicable law.
ADDITIONAL INFORMATION
For certain additional information included in the Letter of
Offer, refer Additional Information on page 198 of the Letter
of Offer.
87

DECLARATION
We hereby certify that no statement made in the Letter of Offer contravenes any of the provisions of the Companies Act, the
SEBI Act or the rules made thereunder or regulations issued thereunder, as the case may be. We further certify that all the legal
requirements connected with the Issue as also the regulations, guidelines, instructions, etc., issued by SEBI, Government of India
and any other competent authority in this behalf, have been duly complied with.
We further certify that all disclosures made in the Letter of Offer are true and correct.
SIGNED BY THE DIRECTORS OF OUR COMPANY
Name
Signature
Cyrus P Mistry
Chairman and Nominee Director
Nusli N Wadia
Independent Director
Dr. Raghunath A Mashelkar
Nasser Munjee
Subodh Bhargava
Vinesh K Jairath
Dr. Ralf Speth
Non-Executive Director
Falguni S Nayar
Ravindra Pisharody
Executive Director (Commercial Vehicles)
Satish B Borwankar
Executive Director (Quality)

Date: March 30, 2015
Place: Mumbai
________________________
C. Ramakrishnan
Chief Financial Officer
FOR FURTHER DETAILS PLEASE REFER TO THE LETTER OF OFFER
88

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ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

Private & Confidential

The Abridged Letter of Offer consists of 88 printed pages

TATA MOTORS LIMITED

ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

Citigroup Global Markets India Private Limited*

Co-Lead Manager to the Issue

DSP Merrill Lynch Limited

Registrar to the Issue

Link Intime India Private Limited

HSBC Securities and Capital Markets (India) Private Limited

Bankers to the Issue

Lead Managers to the Issue

HDFC Bank Limited

Kotak Mahindra Capital Company Limited

ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

April 17, 2015

Legal Advisor to our Company as to Indian law

ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

disrupt our business and materially reduce our sales and

ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

We believe that our acquisitions provide us opportunities

We also use technical designs which are the intellectual

ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

costs associated with entering and establishing ourselves in

ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

and product development; (c) repayment, in full or part,

ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

material adverse effect on our general business activity and

ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

along with continuing high levels of inflation and interest

ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

structure may be affected by any disagreement between

ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

CCI, has initiated an enquiry against us and other car

ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

including the United States. You may also have more

ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

damages awarded as excessive or inconsistent with public

ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

influenced by economic developments and volatility in

ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

Book Closure Date

Six Ordinary Shares for every 109 fully

Six A Ordinary Shares for every 109

1 vote per member

1 vote per member

ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

EQUITY AND LIABILITIES

ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

REVENUE FROM OPERATIONS

A Ordinary shares (face value of ` 2 each)

Nine months Ended

ABRIDGED LETTER OF OFFER CONTAINING SALIENT FEATURES OF THE LETTER OF OFFER

Cash flows from operating activities

Cash (used in) / generated from operations

Nine months Ended