Contents

Board of Directors Summarised Balance Sheet and Prot and Loss Account Chairmans Statement Notice Financial Statistics Directors Report Management Discussion and Analysis Report on Corporate Governance Details of Subsidiary Companies Fund Flow Statement Standalone Accounts Auditors Report Balance Sheet Prot and Loss Account Cash Flow Statement Schedules to Accounts Signicant Accounting Policies Notes to Accounts Balance Sheet Abstract and Companys General Business Prole 53 56 57 58 59 73 76 92 2 3 4 8 12 13 28 35 51 52 Consolidated Accounts Auditors Report Balance Sheet Prot and Loss Account Cash Flow Statement Schedules to Accounts Signicant Accounting Policies Notes to Accounts Statement pursuant to Section 212 of the Companies Act, 1956
AttENtION Shareholders please note that pursuant to recent changes in applicable laws and regulations, in order to receive and participate in all corporate actions of the Company, you are requested to: Inform our Registrar/Depository Participants, if not already done earlier, for updating details of your PAN number. Non-submission of PAN number is a cause of rejection especially by shareholders holding securities in physical form. Inform your Depository Participant to reactivate your account for credit actions. Frozen Demat Accounts may lead to non-credit/delayed credit of securities allotted to your account. Update your address with Registrar/Depository Participants to ensure timely receipt of shareholder communication.

93 94 95 96 97 105 110 119

Annual General Meeting on Thursday, July 24, 2008 at Birla Matushri Sabhagar at 3.00 p.m. Rs. 1 crore = Rs. 10 million

Board of Directors
Ratan N Tata Chairman N A Soonawala J J Irani V R Mehta R Gopalakrishnan N N Wadia S M Palia R A Mashelkar Ravi Kant Managing Director P M Telang Executive Director

Management Team
Ravi Kant, Managing Director P M Telang, Executive Director (Commercial Vehicles) Rajiv Dube, President (Passenger Cars) C Ramakrishnan, Chief Financial Ofcer S N Ambardekar, Plant Head (CVBU, Pune) S B Borwankar, Head (Jamshedpur - Plant) A M Mankad, Head (Car Plant) U K Mishra, Vice President (ADD and Materials-CVBU) S Krishnan, Vice President (Commercial - PCBU) P Y Gurav, Vice President (Corp. Finance - A/c and Taxation) S J Tambe, Vice President (Human Resources) R Pisharody, Vice President (Sales and Marketing - CVBU) A Gajendragadkar, Chief Internal Auditor

Company Secretary
H K Sethna

Share Registrars
TSR Darashaw Limited 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011 Tel: +91-22-6656 8484 Fax: +91-22-6656 8494 Email: [email protected]

Solicitors
Mulla & Mulla and Craigie, Blunt & Caroe; AZB & Partners

Auditors
Deloitte Haskins & Sells

Works
Jamshedpur, Pune, Lucknow, Dharwad, Pantnagar

Registered Ofce
Bombay House 24, Homi Mody Street Mumbai 400 001 Tel: +91-22-6665 8282 Fax: +91-22-6665 7799 Email: [email protected] Website: www.tatamotors.com

Bankers
Bank of America, Bank of Baroda, Bank of India, Bank of Maharashtra, Central Bank of India, Citibank N. A., Corporation Bank, Deutsche Bank, HDFC Bank Limited, ICICI Bank Limited, Standard Chartered Bank, State Bank of India, The Hongkong & Shanghai Banking Corporation Limited, Union Bank of India

Corporate Identity Number (CIN)

L28920MH1945PLC004520

Board of Directors
Ratan N Tata Chairman N A Soonawala J J Irani V R Mehta R Gopalakrishnan N N Wadia S M Palia R A Mashelkar Ravi Kant Managing Director P M Telang Executive Director

Management Team
Ravi Kant, Managing Director P M Telang, Executive Director (Commercial Vehicles) Rajiv Dube, President (Passenger Cars) C Ramakrishnan, Chief Financial Ofcer S N Ambardekar, Plant Head (CVBU, Pune) S B Borwankar, Head (Jamshedpur - Plant) A M Mankad, Head (Car Plant) U K Mishra, Vice President (ADD and Materials-CVBU) S Krishnan, Vice President (Commercial - PCBU) P Y Gurav, Vice President (Corp. Finance - A/c and Taxation) S J Tambe, Vice President (Human Resources) R Pisharody, Vice President (Sales and Marketing - CVBU) A Gajendragadkar, Chief Internal Auditor

Company Secretary
H K Sethna

Share Registrars
TSR Darashaw Limited 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011 Tel: +91-22-6656 8484 Fax: +91-22-6656 8494 Email: [email protected]

Solicitors
Mulla & Mulla and Craigie, Blunt & Caroe; AZB & Partners

Auditors
Deloitte Haskins & Sells

Works
Jamshedpur, Pune, Lucknow, Dharwad, Pantnagar

Registered Ofce
Bombay House 24, Homi Mody Street Mumbai 400 001 Tel: +91-22-6665 8282 Fax: +91-22-6665 7799 Email: [email protected] Website: www.tatamotors.com

Bankers
Bank of America, Bank of Baroda, Bank of India, Bank of Maharashtra, Central Bank of India, Citibank N. A., Corporation Bank, Deutsche Bank, HDFC Bank Limited, ICICI Bank Limited, Standard Chartered Bank, State Bank of India, The Hongkong & Shanghai Banking Corporation Limited, Union Bank of India

Corporate Identity Number (CIN)

L28920MH1945PLC004520

Summarised Balance Sheet

(Rs. in crores) WHAT THE COMPANY OWNED 1. 2. 3. 4. 5. 1. 2. NET FIXED ASSETS INVESTMENTS NET CURRENT ASSETS MISCELLANEOUS EXPENDITURE TOTAL ASSETS (NET) LOANS NET WORTH Represented by : Share Capital Rs. 385.54 crores Reserves Rs. 7453.96 crores DEFERRED TAX LIABILITY (NET) TOTAL FUNDS EMPLOYED
As at March 31, 2008 As at March 31, 2007

10452.27 4910.27 (272.85) 6.05 15095.74 6280.52 7839.50 (Previous Year Rs. 385.41 crores) (Previous Year Rs. 6484.34 crores) 975.72 15095.74

6394.58 2477.00 2784.05 10.09 11665.72 4009.14 6869.75

WHAT THE COMPANY OWED

3. 4.

786.83 11665.72

1.

Summarised Prot and Loss Account

2007-2008 INCOME SALE OF PRODUCTS AND OTHER INCOME from Operations LESS : EXCISE DUTY DIVIDEND AND OTHER INCOME 33093.93 4363.11 28730.82 483.18 29214.00 2006-2007 31819.48 4349.45 27470.03 245.19 27715.22 22789.57 1368.09 85.02 586.29 313.07 25142.04 2573.18 (482.50) (177.22) 1913.46 776.76 2690.22 578.07 98.25 0.07 1000.00 1013.83 2690.22

2.

EXPENDITURE RAW MATERIALS / COMPONENTS, MANUFACTURING AND OTHER EXPENSES EMPLOYEE COST PRODUCT DEVELOPMENT EXPENDITURE DEPRECIATION INTEREST TOTAL EXPENDITURE PROFIT BEFORE TAX TAX : (i) CURRENT (ii) DEFERRED PROFIT AFTER TAX BALANCE BROUGHT FORWARD FROM PREVIOUS YEAR APPROPRIATIONS (i) Proposed Dividends (ii) Tax on Proposed Dividends (iii) Residual dividend paid for the year 2005-06 (including tax) (iv) General Reserve (v) Balance carried to Balance Sheet

24093.93 1544.57 64.35 652.31 282.37 26637.53 2576.47 (146.01) (401.54) 2028.92 1013.83 3042.75

3. 4. 5. 6. 7.

578.43 81.25 1000.00 1383.07 3042.75

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Chairmans Statement

Dear Shareholder, The Indian economy continued to register impressive GDP growth, although the rate of growth declined marginally over the previous year, reecting inationary trends driven by the increase in the cost of energy and raw materials. The level of industrial activity has also begun to decline as a result of scal constraints imposed on money supply and the raising of interest rates. Investment ows into India increased by 20% to a record level of about Rs. 120,000 Crores. Investment and consequent growth could have been even greater but for the roadblocks to major investments arising from ideological differences, statecenter conicts and vested interests. Some of these self-serving obstacles delayed major projects, depriving the country the opportunity to bridge the gap in infrastructure, energy, power generation, utilization of the countrys vast natural resources and nally, to improve the quality of life of its people. The Indian automotive sector grew by 10% overall during the year with substantial growth in the Light Commercial Vehicles sector and new passenger car introductions. In the country 499,978 new commercial vehicles were sold during the year and passenger car sales grew to 1.53 million vehicles this year. Tata Motors registered a growth of 5.5% over the previous year in commercial vehicles but lost market share. The Company introduced several new models and variants of commercial vehicles during the year but was unable to exploit its full market potential due to inadequate deliveries of powertrains and components from major suppliers. The Company also entered a new market segment through the introduction of a new mini van and mini peoples carrier which are expected to see substantial growth in the years ahead. Sales of Tata Daewoo Commercial Vehicles increased by 38% and its market share in Korea improved from 26% in 2006-07 to 33% in 2007-08.
4

In the passenger car segment, delays of the mainstream line of the new Indica and Indigo passenger cars contributed to the decline in sales and market share of the Company in their product segments. It is expected that this loss in market share will be regained following the introduction of the New Indica range which is expected to be launched shortly. The market introduction of Sumo Grande towards the end of the year was well received and its true potential will be realized in the current year. Perhaps the two most signicant events during the year which have had a momentous impact on the scale of the Companys operations and its global image were:

The Unveiling of the NANO Companys new low cost car The acquisition of the Jaguar and Land Rover from Ford

These deserve elaboration. The NANO As shareholders are aware, the Company embarked on a path-breaking project of developing a peoples car about 4 years ago to provide, safe, all-weather personal and family transport at an affordable price of Rs. 1 lakh. The goal was considered to be unachievable by many global manufacturing and industry commentators at that time. The goal was however achieved and the NANO was unveiled at the Auto Expo in Delhi in January 2008. It attracted unprecedented global attention and catapulted Tata Motors onto the world stage. The customer response in India was also unprecedented, and enormous interest in the car was shown by certain foreign countries. Several international manufactures are also now planning to be in the ultra low cost segment and many of them are looking at India as a possible location for manufacturing such a vehicle. The Companys new plant for the NANO in Singur, West Bengal, is expected to go into operation in the last quarter of this calendar year. These manufacturing facilities would be expanded to meet the demand in the domestic and international markets in the future. New variants of the NANO are also currently under development to meet the new


MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

environmental and fuel price challenges, as also the market requirement of several international markets. Jaguar and Land Rover During the year, the Company expressed its interest in participating in the Ford Motor Companys intended sale of Jaguar and Land Rover on a going concern basis. Both brands are highly regarded and have a long heritage in their respective segments. Jaguar has been a prestigious maker of high performance passenger cars with a racing history, and Land Rover has always been the Gold Standard for off road vehicles. Several international private equity rms and one other Indian automotive manufacturer participated in the process. After a protracted negotiation through the year, Tata Motors was considered by Ford for focused discussion, with the full support of the unions and the work force. The two enterprises were formally transferred on June 2, 2008 at a signing ceremony at the Jaguar and Land Rover head quarters in West Midlands, when history was made and these two globally-renowned brands became Indian-owned. In these brands, Tata Motors has acquired impressive engineering capabilities, substantial manufacturing facilities, (which reect the major investments by both Ford and BMW in past years), and enormous goodwill amongst the dealer network and the Jaguar owners community. There is a need to introduce a greater number of attractive products for both brands, and to re-kindle Jaguars past image connected with its sports car heritage. Both brands have tremendous unfullled market potential and a signicant global presence. To fund the acquisition of Jaguar and Land Rover, Tata Motors is raising Rs.7200 crores on a rights basis and US$500/600 million through an international offering of equity and/or cost effective quasi equity instruments. Looking ahead The year ahead will be a year of major challenges. Higher fuel prices will negatively impact both commercial vehicles and passenger car sales.


There will be an enormous and unprecedented increase in material costs in steel, tyres, and the like, and there will be the impact of tighter money supply with higher interest rates. In addition, the Company will have to manage the completion of the Singur plant and introduction of the new NANO in the market. While dealing with these challenges in India, the Tata Motors operations will also have to absorb the cost of the JLR acquisition, and deal with its integration. These challenges appear daunting, but to the people in Tata Motors, the year ahead will be no more daunting than the challenges they have faced in difcult years in the past. No words would ever adequately recognize the spirit, dedication and commitment of the people in Tata Motors who have faced adversity and major crises, delivered products which were not considered possible and repeatedly found solutions for situations which have thwarted many an organization. I therefore feel condent that the same spirit, dedication and commitment will enable them to face the challenges ahead and nd solutions to ensure the sustainability of Tata Motors long term future growth and viability. Despite the challenges mentioned, Tata Motors will have an exciting future. Apart from its own growth domestically in both the commercial vehicle and passenger car areas, for which it has ambitious plans, the high volumes of the NANO range will dramatically change Tata Motors market position, reach and visibility. Internationally the Jaguar and Land Rover brands will add global scale, prots and visibility to Tata Motors, enabling it to take its place in the global auto industry as a credible international automobile company.

Chairman Mumbai, June 17, 2008



MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

NOTICE
NOTICE IS HEREBY GIVEN THAT THE SIXTY-THIRD ANNUAL GENERAL MEETING OF TATA MOTORS LIMITED will be held on Thursday, July 24, 2008 at 3.00 p.m., at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai 400 020 to transact the following business:Ordinary Business 1. 2. 3. 4. 5. 6. To receive, consider and adopt the Audited Prot and Loss Account for the year ended March 31, 2008 and the Balance Sheet as at that date together with the Report of the Directors and the Auditors thereon. To declare a dividend on Ordinary Shares. To appoint a Director in place of Mr Ratan N Tata, who retires by rotation and is eligible for reappointment. To appoint a Director in place of Mr R Gopalakrishnan, who retires by rotation and is eligible for reappointment. To appoint Auditors and x their remuneration. Appointment of Dr R A Mashelkar as a Director To consider and, if thought t, to pass with or without modication, the following resolution as an Ordinary Resolution:RESOLVED that Dr R A Mashelkar who was appointed by the Board of Directors as an Additional Director of the Company with effect from August 28, 2007 and who holds ofce upto the date of the forthcoming Annual General Meeting of the Company, in terms of Section 260 of the Companies Act, 1956 (the Act) and in respect of whom the Company has received a notice in writing from a Member under Section 257 of the Act, proposing his candidature for the ofce of Director of the Company, be and is hereby appointed a Director of the Company. Commission to non-Whole-time Directors To consider and, if thought t, to pass with or without modication, the following resolution as a Special Resolution:RESOLVED that pursuant to the provisions of Section 309 and other applicable provisions, if any, of the Companies Act, 1956 (the Act), a sum not exceeding one per cent per annum of the net prots of the Company calculated in accordance with the provisions of Sections 198, 349 and 350 of the Act, be paid to and distributed amongst the non-Whole-time Directors of the Company or some or any of them in such amounts or proportions and in such manner and in all respects as may be decided and directed by the Board of Directors and such payments shall be made in respect of the prots of the Company for each year, for a period of ve nancial years commencing from April 1, 2008. Revision in the terms of remuneration of Mr Ravi Kant, Managing Director To consider and, if thought t, to pass with or without modication, the following resolution as an Ordinary Resolution:RESOLVED that in partial modication of Resolution No. 8 passed at the Annual General Meeting of the Company held on July 11, 2006 and pursuant to the provisions of Sections 198, 269, 309, 310 and other applicable provisions, if any, read with Schedule XIII of the Companies Act, 1956, the Company hereby accords its approval to the revision in the terms of remuneration of Mr Ravi Kant, Managing Director of the Company by way of an increase in the maximum amount of his salary (including the remuneration to be paid in the event of loss or inadequacy of prots in any nancial year during the tenure of his appointment), with authority to the Board of Directors or a Committee thereof to x his salary within

Special Business

7.

8.

such maximum amount, increasing thereby, proportionately, all benets related to the quantum of salary, with effect from April 1, 2008, for the remainder of the tenure of his appointment i.e., upto and including June 1, 2009, as set out in the Explanatory Statement annexed to the Notice convening this Meeting. RESOLVED FURTHER that the Board of Directors or a Committee thereof of the Company be and is hereby authorized to take all such steps as may be necessary, proper and expedient to give effect to this resolution.
The relative Explanatory Statement pursuant to Section 173 of the Companies Act, 1956 in respect of the business under Item Nos. 6 to 8 set out above and details under Clause 49 of the Listing Agreement with the Stock Exchanges in respect of Directors seeking appointment/re-appointment at the Annual General Meeting, are annexed hereto. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. The Proxy as per the format included in the Annual Report should be returned to the Registered Ofce of the Company not less than FORTY-EIGHT HOURS before the time for holding the Meeting. Proxies submitted on behalf of limited companies, societies, partnership rms, etc. must be supported by appropriate resolution/authority, as applicable, issued by the member organization. Only registered Members of the Company may attend and vote at the Annual General Meeting. The holders of the American Depositary Receipts (the ADRs) of the Company shall not be entitled to attend the said Annual General Meeting. However, the ADR holders are entitled to give instructions for exercise of voting rights at the said meeting through the Depositary, to give or withhold such consents, to receive such notice or to otherwise take action to exercise their rights with respect to such underlying shares represented by each such American Depositary Share. A brief statement as to the manner in which such voting instructions may be given would be sent to the ADR holders by the Depositary. The Register of Members and Transfer Books of the Company will be closed from Wednesday, June 18, 2008 to Thursday, June 26, 2008 both days inclusive, for the purpose of payment of dividend to those Members whose names stand on the Register of Members as on June 26, 2008. The dividend in respect of Ordinary Shares held in electronic form will be payable to the benecial owners of the Ordinary Shares as at the end of business hours on June 17, 2008, as per the details furnished by the depositories for this purpose. The dividend on Ordinary Shares as recommended by the Directors for the year ended March 31, 2008 will be payable on or after July 24, 2008 in accordance with the resolution to be passed by the Members of the Company. To avoid loss of dividend warrants in transit and undue delay in respect of receipt of dividend warrants, the Company has provided a facility to the Members for remittance of dividend through the Electronic Clearing System (ECS). The ECS facility is available at locations identied by Reserve Bank of India from time to time and covers most of the cities and towns. Members holding shares in physical form and desirous of availing this facility are requested to contact the Companys Registrars and Transfer Agents. Members holding shares in dematerialised mode are requested to intimate all changes pertaining to their bank details, ECS, mandates, nominations, power of attorney, change of address/name, etc. to their Depository Participant only and not to the Companys Registrars and Transfer Agents. Changes intimated to the Depository Participant will then be automatically reected in the Companys records which will help the Company and its Registrars and Transfer Agents to provide efcient and better service to the Members. Members attention is particularly drawn to the Corporate Governance section in respect of unclaimed and unpaid dividends. Members desiring any information as regards the Accounts are requested to write to the Company at an early date so as to enable the Management to keep the information ready at the Meeting. As an austerity measure, copies of the Annual Report will not be distributed at the Annual General Meeting. Members are requested to bring their copies to the Meeting. By Order of the Board of Directors H K Sethna Company Secretary

NOTES:
a.

b.

c.

d.

e. f.

g.

h. i. j.

Mumbai, May 28, 2008 Registered Ofce: Bombay House 24, Homi Mody Street Mumbai 400 001

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited EXPLANATORY STATEMENT The following Explanatory Statement, pursuant to Section 173 of the Companies Act, 1956 (the Act), sets out all material facts relating to the business mentioned at Item nos. 6 to 8 of the accompanying Notice dated May 28, 2008. Item No. 6: The Board of Directors of the Company appointed Dr R A Mashelkar as an Additional Director of the Company with effect from August 28, 2007 pursuant to Section 260 of the Act and Article 132 of the Articles of Association of the Company. Under Section 260 of the Act, Dr Mashelkar ceases to hold ofce at this Annual General Meeting but is eligible for appointment as a Director. A notice under Section 257 of the Act has been received from a Member signifying his intention to propose his appointment as a Director. A Ph.D in Chemical Engineering, Dr. Mashelkar had served as the Director General of Council of Scientic and Industrial Research (CSIR) for over eleven years. Dr Mashelkar is presently the President of India National Science Academy (INSA), Global Research Alliance, a network of publicly founded R & D institutes from Asia Pacic, Europe and USA with over 60,000 scientists, the National Innovation Foundation and the Institution of Chemical Engineers (IChemE), UK. Dr Mashelkar has been a fellow/associate of various international associations like Royal Society, London, National Academy of Science, USA (2005), US National Academy of Engineering (2003), Royal Academy of Engineering, U.K. (1996), World Academy of Art & Science, USA (2005), National Academy of Engineering (2003), Royal Academy of Engineering, U.K. (1996) and World Academy of Art and Science, USA (2000). Twenty-six universities have honoured Dr Mashelkar with honorary doctorates, including universities of London, Salford, Pretoria, Wisconsin and Delhi. Dr Mashelkar has won over 50 awards and medals in the eld of science and technology and was honoured by the President of India with a Padmashri (1991) and a Padmabhushan (2000) in recognition of his contribution to nation building. Brief information of Dr Mashelkar is given in the Annexure attached to the Notice. The Board considers it desirable that the Company should continue to avail itself of the services of Dr Mashelkar and accordingly commends the Resolution at Item No. 6 for approval by the Members. Dr Mashelkar is concerned or interested in Item No.6 of the Notice. Item No. 7: The Members had, at the Annual General Meeting held on July 21, 2003 approved, under the provisions of Section 309 of the Act, the payment of remuneration by way of commission to the non-Wholetime Directors of the Company, of a sum not exceeding 1% per annum of the net prots of the Company, calculated in accordance with the provisions of the Act, for a further period of ve years commencing April 1, 2003. Taking into account the responsibilities of the Directors, it is proposed that in terms of Section 309(4) of the Act, the non-Whole-time Directors be paid for each of the ve nancial years of the Company commencing from April 1, 2008, remuneration not exceeding 1% per annum of the net prots of the Company computed in accordance with the provisions of the Act. This remuneration will be distributed amongst all or some of the Directors in accordance with the directions given by the Board. Accordingly, a fresh approval of the Members is sought by way of a Special Resolution for payment of commission to the non-Whole-time Directors for a period of ve years commencing from April 1, 2008 as set out in the Resolution at Item No.7 of the Notice. All the Directors of the Company except the Managing Director and the Whole-time Director of the Company may be deemed to be concerned or interested in the Resolution mentioned at Item No. 7 of the Notice to the extent of the remuneration that may be received by them. Item No.8: At the Annual General Meeting of the Company held on July 11, 2006, the Members of the Company had approved the appointment and terms of remuneration of Mr Ravi Kant as the Managing Director of the Company, including inter alia the maximum amount of salary of Rs.5,00,000/- p.m. Taking into consideration the increased business activities of the Company and the responsibilities cast on the Managing Director, it is proposed that with effect from April 1, 2008, the maximum amount of salary of Mr Kant be revised from 10

Rs.5,00,000/- p.m. to Rs.6,50,000/- p.m., with proportionate increases in the benets related to his salary. The Board of Directors or a Committee thereof would x the salary of Mr Kant within the above maximum amount. All other terms and conditions relating to the appointment of Mr Kant as approved by the Members of the Company will remain unchanged. In compliance with the provisions of Sections 269, 309, 310 and other applicable provisions of the Act, the revised terms of remuneration of Mr Kant as Managing Director as specied above are now being placed before the Members for their approval. The Directors commend the resolution at Item No. 8 of the Notice for the approval of the Members of the Company. Mr Kant is concerned or interested in Item No. 8 of the Notice. This may be treated as an abstract of the draft Agreement between the Company and Mr Kant, pursuant to Section 302 of the Act. By Order of the Board of Directors H K Sethna Company Secretary Mumbai, May 28, 2008 Registered Ofce: Bombay House 24, Homi Mody Street Mumbai 400 001 DETAILS OF DIRECTORS RETIRING BY ROTATION SEEKING RE-ELECTION AND APPOINTMENT OF DIRECTOR AT THIS ANNUAL GENERAL MEETING
Particulars Date of Birth & Age Appointed on Qualications Mr Ratan N Tata December 28, 1937 70 years August 14, 1981 B.Sc. (Architecture) from Cornell University, USA, including 1 yr. at the Cornell Graduate School of Business Administration. Eminent industrialist with wide business experience across a variety of industries. Tata AutoComp Systems Ltd. Tata Chemicals Ltd. Tata Consultancy Services Ltd. Tata Industries Ltd. Tata Steel Ltd. Tata Teleservices Ltd. Tata Teleservices (Mah) Ltd. Hindustan Aeronautics Ltd. Tata Sons Ltd. Tata Tea Ltd. The Bombay Dyeing & Mfg Co. Ltd. The Indian Hotels Co. Ltd. The Tata Power Co. Ltd. Nil Mr R Gopalakrishnan December 25, 1945 62 years December 22, 1998 B.Sc.(Physics), B. Tech (I.I.T.) Dr R A Mashelkar January 1 ,1943 65 years August 28, 2007 Chemical Engineering Scientist, Ph. D from Bombay University. Wide experience and renowned knowledge in Scientic Areas. Reliance Industries Ltd. Thermax Ltd. Piramal Life Sciences Ltd. Hindustan Unilever Ltd.

Expertise in specic functional areas Directorships held in other public companies (excluding foreign, private and Section 25 companies)

Wide experience in Marketing and General Management. ICI India Ltd. The Tata Power Co. Ltd. Tata Teleservices Ltd. Rallis India Ltd. Tata Technologies Ltd. Tata Sons Ltd. Tata AutoComp Systems Ltd. Tata Chemicals Ltd. Castrol India Ltd.

Memberships / Chairmanships of committees across public companies Shareholding

53288

Audit Castrol India Ltd ICI India Ltd. Tata Chemicals Ltd. Investors Grievance Tata Motors Ltd. 3750

Audit Tata Motors Ltd.

11

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Financial Statistics
Year Capital CAPITAL ACCOUNTS (Rs. in lakhs) Reserves BorrowGross Depreand ings Block ciation Surplus 1 11 27 27 120 149 117 206 282 367 432 450 630 787 995 1027 1121 1295 1333 1516 2020 2194 2394 2827 3691 3833 4721 5106 6263 8095 10275 12458 14103 15188 16551 15886 17491 30740 37870 47921 61863 64207 70745 128338 217400 339169 349930 350505 349822 299788 214524 227733 323677 374960 515420 648434 745396 Net Block Turnover REVENUE ACCOUNTS (Rs. in lakhs) Depre- Prot/ Taxes Prot/ ciation (Loss) (Loss) Before After Taxes Taxes 2 15 97 35 105 70 129 113 161 180 220 223 260 345 398 505 572 630 662 749 758 820 902 1134 1054 1145 1101 1200 1300 1616 1993 2187 2923 3895 3399 2157 3822 4315 4891 5426 6475 7456 9410 11967 16444 20924 25924 28132 34261 34737 35468 36213 38260 45016 52094 58629 65231 1 11 3 125 116 99 155 222 313 378 327 404 479 477 620 395 582 274 673 885 832 1007 677 855 1056 1044 1514 1762 2437 4188 3481 2163 2703 1832 293 3205 8513 14829 23455 20884 3030 10195 45141 76072 100046 32880 10716 7520 (50034) (10921) 51037 129234 165190 205338 257318 257647 5 32 27 6 13 93 122 188 185 200 208 189 192 66 173 270 379 360 450 136 91 460 235 390 215 510 1510 4575 9250 7800 26 20 13246 23070 23810 3414 970 400 (5548) 21026 48200 41495 52450 65972 54755 1 6 3 93 89 93 142 129 191 190 142 204 271 288 428 329 409 274 403 506 472 557 541 764 1056 1044 1514 1762 2437 4188 3021 1928 2313 1617 293 2695 7003 10254 14205 13084 3004 10175 31895 53002 76236 29466 9746 7120 (50034) (5373) 30011 81034 123695 152888 191346 202892 Dividend PAT to Sales RATIOS Earnings Dividend Per Share Per (Basic)* Share*# (Rs.) (Rs.) 0.07 0.03 0.11 1.32 1.64 1.72 1.68 1.50 2.26 2.28 1.68 1.97 2.39 2.20 2.80 2.10 2.66 1.72 2.49 3.04 2.87 3.43 3.32 4.60 5.38 5.37 5.36 5.96 8.27 10.18 7.34 3.61 4.32 3.00 0.51 4.25 6.74 9.87 13.69 12.45 2.47 7.91 23.29 21.92 30.40 11.51 3.81 2.78 (18.45) (1.98) 9.38 24.68 34.38 40.57 49.76 52.64 0.60 0.80 0.90 0.90 1.25 1.45 1.45 1.45 1.45 1.45 1.45 1.45+ 1.45 1.45 1.35 1.45 1.50 1.50 0.93 1.50 1.50 1.50+ 1.50 1.60+ 2.00 2.00 2.00+ 2.00 2.00 2.30 2.30 1.00 2.30 2.50 3.00 4.00 4.00 3.00 4.00 6.00 6.00 8.00 5.50 3.00 2.50 4.00 8.00 12.50& 13.00 15.00 15.00 Net Worth Per Share* (Rs.) 10 10 11 11 12 13 12 12 13 14 15 15 16 17 18 17 18 19 19 20 23 24 26 28 33 30 35 27 31 38 35$ 40 37@ 39 41 40 38@ 40@ 47 56 67@ 63 65 104 100 143 147 147 147 127 77@ 81 102@ 114@ 145@ 178@ 203@

1945-46 1949-50 1953-54 1954-55 1955-56 1956-57 1957-58 1958-59 1959-60 1960-61 1961-62 1962-63 1963-64 1964-65 1965-66 1966-67 1967-68 1968-69 1969-70 1970-71 1971-72 1972-73 1973-74 1974-75 1975-76 1976-77 1977-78 1978-79 1979-80 1980-81 1981-82 1982-83 1983-84 1984-85 1985-86 1986-87 1987-88 1988-89 1989-90 1990-91 1991-92 1992-93 1993-94 1994-95 1995-96 1996-97 1997-98 1998-99 1999-00 2000-01 2001-02 2002-03 2003-04 2004-05 2005-06 2006-07 2007-08

100 200 500 627 658 700 700 1000 1000 1000 1000 1000 1198 1297 1640 1845 1845 1845 1845 1845 1949 1949 1949 1949 2013 2328 2118 3151 3151 3151 4320 4226 5421 5442 5452 5452 6431 10501 10444 10387 11765 12510 12867 13694 24182 25588 25588 25590 25590 25590 31982 31983 35683 36179 38287 38541 38554

31 2 29 94 233 44 189 412 731 270 461 481 792 303 489 812 1010 407 603 1382 1352 474 878 1551 1675 668 1007 1245 2050 780 1270 1014 2201 940 1261 1263 2593 1118 1475 1471 2954 1336 1618 1758 3281 1550 1731 2470 3920 1802 2118 3275 4789 2144 2645 3541 5432 2540 2892 4299 6841 3039 3802 5350 7697 3608 4089 5856 8584 4236 4348 6543 9242 4886 4356 6048 10060 5620 4440 6019 10931 6487 4444 5324 12227 7491 4736 6434 13497 8471 5026 9196 15838 9593 6245 9399 18642 10625 8017 11816 20709 11685 9024 11986 22430 12723 9707 11033 24900 13895 11005 17739 28405 15099 13306 15773 33055 16496 16559 25476 38819 18244 20575 23361 43191 20219 22972 25473 46838 23078 23760 30226 52819 26826 25993 44651 61943 29030 32913 53476 68352 30914 37438 44406 75712 34620 41092 32396 83455 38460 44995 48883 91488 43070 48418 48323 100894 48219 52675 105168 123100 54609 68491 144145 153612 61710 91902 141320 177824 70285 107539 115569 217084 81595 135489 128097 294239 96980 197259 253717 385116 117009 268107 330874 487073 141899 345174 344523 569865 165334 404531 300426 581233 182818 398415 299888 591427 209067 382360 230772 591006 243172 347834 145831 608114 271307 336807 125977 627149 302369 324780 249542 715079 345428 369651 293684 892274 440151 452123 400914 1128912 489454 639458 628052 1589579 544352 1045227

12 167 321 445 1198 2145 2694 2645 2825 3735 4164 4364 5151 6613 7938 9065 9499 10590 9935 13624 15849 15653 16290 22510 27003 28250 28105 37486 44827 60965 79244 86522 85624 93353 102597 119689 140255 167642 196910 259599 317965 309156 374786 568312 790967 1012843 736279 659395 896114 816422 891806 1085874 1555242 2064866 2429052 3206467 3357711

59 44 52 56 108 126 124 124 144 157 191 235 235 235 221 251 273 266 180 266 276 323 313 467 605 605 839 827 923 1241 1243 552 1356 2444 3126 4154 4389 3642 5020 8068 14300 22067 15484 8520 7803 14430 31825 51715 56778 67639 65968

8.3% 3.6% 0.9% 7.8% 4.1% 3.5% 5.4% 4.6% 5.1% 4.6% 3.3% 4.0% 4.1% 3.6% 4.7% 3.5% 3.9% 2.8% 3.0% 3.2% 3.0% 3.4% 2.4% 2.8% 3.7% 3.7% 4.0% 3.9% 4.0% 5.3% 3.5% 2.3% 2.5% 1.6% 0.2% 1.9% 4.2% 5.2% 5.5% 4.1% 1.0% 2.7% 5.6% 6.7% 7.5% 4.0% 1.5% 0.8% 2.8% 5.2% 6.0% 6.3% 6.0% 6.0%

Notes : @ On increased capital base due to conversion of Bonds / Convertible Debentures / Warrants / FCCN into shares. $ On increased capital base due to issue of Bonus Shares. Net Worth excludes ordinary dividends. * Equivalent to a face value of Rs. 10/- per share. # Includes Interim Dividend where applicable. + Including on Bonus Shares issued during the year. & Includes a special dividend of Rs. 2.50 per share for the Diamond Jubilee Year.

12

DIRECTORS REPORT
TO THE MEMBERS OF TATA MOTORS LIMITED The Directors present their Sixty-Third Annual Report and the Audited Statement of Accounts for the year ended March 31, 2008. 1. FINANCIAL RESULTS Financial Year (Rs. in crores) 2007-2008 (i) Gross Revenue (ii) Net Revenue (excluding excise duty) (iii) Total Expenditure (iv) Operating Prot (v) Other Income (vi) Prot before Depreciation Interest and Tax (vii) Interest and Discounting Charges (a) Gross Interest and Discounting Charges (b) Transfer to Capital Account/Interest Received (c) Net Interest and Discounting Charges (viii) Product Development Expenses (ix) Depreciation (x) Prot Before Tax (xi) Tax Expense (xii) Prot After Tax (xiii) Balance Brought Forward from Previous Year (xiv) Amount Available for Appropriation APPROPRIATIONS (a) General Reserve (b) Dividend (including tax) (c) Residual dividend paid for 2005-06(including tax) (d) Balance carried to Balance Sheet
Note : Figures for the previous year have been regrouped/reclassied where necessary

2006-2007 31819.48 27470.03 24157.66 3312.37 245.19 3557.56 389.86 (76.79) 313.07 85.02 586.29 2573.18 659.72 1913.46 776.76 2690.22 1000.00 676.32 0.07 1013.83

33093.93 28730.82 25638.50 3092.32 483.18 3575.50 541.56 (259.19) 282.37 64.35 652.31 2576.47 547.55 2028.92 1013.83 3042.75 1000.00 659.68 1383.07

2.

DIVIDEND Considering the Companys nancial performance and growth plans, the Directors have recommended payment of a dividend of Rs.15/- per share on 38,56,18,723 Ordinary Shares fully paid up for the Financial Year 2007-08 (previous year Rs.15/- per share). 13

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited 3. OPERATING RESULTS AND PROFITS The year 2007-08 was a historic year for the Company marked with two signicant events viz., the unveiling of Tata Nano - the worlds least expensive car and the signing of the denitive agreement with Ford Motor Company for purchase of Jaguar and Land Rover, which has since been completed on June 2, 2008. During the year, the Company recorded its highest ever sale of 5,85,649 vehicles and grew its turnover to Rs. 33,094 crores to remain as Indias largest automobile company by revenue. The Company maintained its leadership position in the commercial vehicle segment and was among the top three players in the passenger vehicle segment, although it lost some market share. A number of new products were launched during the later half of the scal year which would help the Company regain its lost market share. The Companys margins were under pressure during the year due to rising interest rates, constraints in availability of vehicle nancing from outside sources and unprecedented increase in prices of raw materials. The EBIDTA margin at 10.8% was lower than last year as increase in input costs could only be partially absorbed by the market. The Prot Before Tax at Rs. 2,576 crores was 0.1% higher than last year. The Prot After Tax at Rs. 2,029 crores, was 6.1% higher than last year. COMMERCIAL VEHICLES The commercial vehicle industry (including exports) witnessed a moderation in growth in FY 07-08. The domestic market which accounts for nearly 90% of total commercial vehicle sales was impacted by reduction in economic activity, poor credit availability, hardening of interest rates and increase in fuel prices. It grew by 6.9% as compared to 33% growth in the previous year. The Company reported a total sale of 3,52,785 commercial vehicles in the domestic and overseas markets representing a growth of 5.5% over last scal. However, the Companys market share in the domestic commercial vehicle market declined by 1.3% to 62.7% due to non availability of certain components/ parts in the earlier part of the year and constraints in the availability of vehicle nance from banks and NBFCs. Though in-house vehicle nancing was strengthened, the Company was unable to fully offset the decrease in credit availability from outside sources. In the M&HCV segment, the Company revamped its commercial vehicles portfolio and introduced a wide range of new products such as multi axle and heavy duty trucks, tractor trailers and fully built solutions like tip trailers, customised factory built load bodies etc. in the second half of the year. These introductions helped the Company to gain market share in the tractor trailer and multi axle vehicle sub-segments and the full potential of these new products would be realized going forward. The Company also developed new products for the M&HCV passenger carrier sub-segment and displayed in the Auto Expo 2008, a 28 seater bus and an air conditioned low oor bus developed through its joint venture - Tata Marcopolo Motors Limited. In the LCV segment, the Company introduced two new products Magic and Winger, which hold a strong potential to shape the future of commercial passenger transportation in India. Magic is expected to emerge as a safe and comfortable mode of public transport in urban and rural areas. Alongwith the goods carrier version, Magic helped the Company to achieve a sale of over 1,00,000 vehicles on the Ace platform in a year for the rst time since the inception of Ace. Winger, Indias only maxi van offering could become the preferred mode for intra-city and long distance passenger transportation in coming years. The Company also unveiled the 1 Ton and CNG variant of Ace, Cargo Panel van, Xenon XT - a lifestyle pickup truck and Winger Executive ofce concept vehicle in the Auto Expo 2008 and commenced production of TATA Ace from its manufacturing facility at Uttarakhand. Though the Companys market share in the LCV segment declined by 1.1% to 64.3%, introduction of new products would help the Company to grow its market share in the coming years. The Company showcased its new range of tactical and armoured vehicles for military and para-military forces in the Defence Expo 2008. These include Tata Light Specialist Vehicle, Light Armoured Troop Carrier, Tata 8x8 HMV and the armoured Tata Safari. The Companys commercial vehicle exports grew by 11.8% to 39,850 vehicles. M&HCV exports accounting for 35% of the Companys total commercial vehicle exports grew by 13%. In March08, the Company

4.

14

introduced Tata Xenon- 1 Ton pickup truck in Thailand through its subsidiary Tata Motors (Thailand) Ltd. This vehicle is assembled in Thailand and is distributed through a network of over 20 authorised dealers. The Companys non-vehicular business recorded a 32% growth in revenues mainly due to growth in the spare parts business. The Companys Commercial Vehicle Pune plant received Rajiv Gandhi National Quality Award for the year 2007. 5. Passenger Vehicles In a challenging year for the Company, sales declined by 5.4% after six consecutive years of growth. The Company recorded a sale of 2,32,864 vehicles (including 3,297 Fiat cars) in the domestic and overseas markets and continued to be amongst the top three players in the Indian passenger vehicle market with a market share of 14.2%. The market share declined from 16.6% in the previous year mainly on account of launch of several new introductions by competition (the Car Industry volumes, infact, declined by 4.4%, excluding new products introduced) and the delays in the introduction of the Companys new Indica, which is now due for launch later this year. The Companys passenger vehicle exports at 14,809 nos. declined by 16.9% over the previous year mainly due to softening of some key markets. However, the year 2007-08 was a milestone year for the car business as the one millionth passenger car rolled off from the Indica platform in the ninth year since commencement of production. The TATA Indica sales at 1,35,642 nos. declined marginally over the previous year due to the car being in the mature phase of its life cycle and new launches by competition. Despite its maturity, the Indica remained the second largest selling car in the industry. During the year, the Company expanded the Indica range by introducing a new variant of the current Indica with dual airbags and ABS (Anti lock Braking System) and adding a DICOR (Direct Injection Common Rail) diesel engine variant. The Company displayed the next generation Indica in the Auto Expo 2008 which received an exciting response. The TATA Indigo range witnessed the introduction of the Indigo XL Classic variant and the Indigo CS (Compact Sedan).The Indigo CS is a sub 4 meter sedan with a foot print and price point of a large hatchback but the appeal of a sedan and has been received very well in the market post its launch in the last quarter of the year. The TATA Indigo range with a total sale of 31,416 nos. continued as the highest selling brand in the entry mid size segment in its sixth year of launch, despite new launches from competition, although it continued to decline in a slow segment. The new products to be launched in the Indica and Indigo range have been delayed, whilst the Indigo CS and the XL Classic Variant were launched in the last quarter of the year, the new Indica is being introduced in FY 2008-09. The TATA Safari and TATA Sumo recorded a sale of 47,700 nos. during the year. The Company expanded its Utility Vehicle range by launching a new 2.2L Safari DICOR, Sumo Victa DI and the Sumo Grande during the year. Safari, achieved its highest ever sale of 19,078 vehicles during the year. The Companys sales of Fiat branded products increased by 148.3% to 3,297 vehicles aided by the launch of the facelifted Palio and later the multijet diesel version in the last quarter. In October07, the Company concluded its joint venture with Fiat for the manufacture of passenger cars, engines and transmission. The venture has planned a total investment of over Rs 4,000 crores. The Company took the lead in supporting the Magic India Discovery Drive initiative of Ferrari alongwith other TATA companies and Fiat. The Company continued to gure as the most trusted car company for the third year in succession in the Readers Digest survey. The Indica and the Sumo continue to stand out among the Most Trusted Brands in the annual survey of the Economic Times Brand Equity. The Passenger Car Business Unit of the Company was conferred the Handa Golden Key Award 2007 for the Best Value Engineering Organization by the Indian National Value Engineering Society. TATA NANO The Company unveiled the TATA Nano, the worlds least expensive car to an overwhelming response at the Auto Expo 2008 in New Delhi. Subsequently, the car was also unveiled at the Geneva Motor Show and received international acclaim. The development of the TATA Nano has given the Tata Group the 6th rank 15

6.

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited in the Business Week-B&G 2008 listing of the worlds 25 most innovative Companies. The construction of a manufacturing facility for the Tata Nano at Singur is in progress. 7. ACQUISITION OF JAGUAR AND LAND ROVER On June 2, 2008, Tata Motors completed the acquisition of businesses of Jaguar and Land Rover (part of Premier Automotive Group of Ford Motor Co.) for US$ 2.3 billion (on a cash free, debt free basis). Both are iconic British brands purchased by Ford in 1989 and 2000 respectively. Out of the purchase consideration paid to Ford, Ford has contributed around US$ 600 million into the Jaguar Land Rover pension schemes (in UK). Jaguar and Land Rover (JLR) are in the business of development, manufacture and sale of high end luxury cars and SUVs respectively. JLR has 3 manufacturing plants, 1 component manufacturing facility and 2 state of the art design and engineering centers in the UK, with 16,000 employees across the world, sales in more than 100 countries and have over 2,200 dealers. Their combined volume for the calendar year 2007 was around 288,000 vehicles. JLR achieved revenues of US$ 14.94 billion for the year ended December 31, 2007 with a PBIT (excluding special items) of US$ 650 million. For the quarter ended March 31, 2008, with the launch of the acclaimed XF model by Jaguar in January 2008, JLR business achieved revenues of US$ 4.15 billion (against revenues of US$ 3.54 billion for the corresponding period in 2007) and PBIT (excluding special items) of US$ 417 million (as against PBIT of US$ 289 million for the corresponding period in 2007). Acquisition of JLR provides the Company with a strategic opportunity to acquire iconic brands with a great heritage and global presence, and increase the Companys business diversity across markets and product segments. TATA MOTOR FINANCE - CUSTOMER FINANCING INITIATIVES Tata Motors Finance Limited and the Vehicle nancing division of the Company which operate under the brand name Tata Motornance (TMF) nanced 1,77,437 new vehicles, a growth of 7.3% over 1,65,376 in the previous year. With disbursals of Rs. 9,620 crores, a growth of 2.2% over Rs. 9,415 crores in the previous year, TMF emerged as the second largest commercial vehicle nancer in the domestic market. During the year, TMF extended support to the Companys vehicle sales by nancing 34% of the total domestic sales, compared to 31.4% in the previous year. Given this growth, TMF is on course to become a strong captive nancing arm to support the vehicle sales business as well as to de-risk the cyclical revenue stream of the automotive business. The extensive network of TMF will also complement the dealer network of vehicles sales, thus widening the reach of the Company. In the Commercial vehicle nancing, TMF achieved a market share of 34%, with total disbursements at Rs. 6,300 crores, recording a 2.9% growth and nanced 1,07,668 units, an increase of 7.6% over the previous year. In the Passenger Vehicle nancing segment, TMF achieved a market share of 32.5%, with total disbursements at Rs. 2,228 crores, recording a 7.8% growth and nanced 69,769 units, an increase of 6.9% over the previous year. With a view to focus on its core business of nancing of TATA commercial and passenger vehicles, the Construction Equipment nancing activity together with loan portfolio was sold by the Company in September, 2007. HUMAN RESOURCES & INDUSTRIAL RELATIONS During the year, the Company entered into a three year wage settlement with its unions at Jamshedpur and Pune, Passenger Car Business. The negotiation for wage settlement at Lucknow plant is underway and is expected to be signed shortly. Companys cordial industrial relations were maintained at all of the Companys plants and ofces. There has been consistent improvement in productivity across all the plants. The permanent employees strength of the Company as on March 31, 2008 was 23,230, while that of the Companys subsidiaries was 9,972. Recruitments across all levels, extensive training and skill enhancement activities were carried out especially at the new locations, in line with the Companys expansion and growth plans. The Company was given the award of Indias Best Managed Company for 2007-08 in the automotive sector by Business Today based on a study conducted by Ernst and Young.

8.

9.

16

10. FINANCE With signicant increase in the Companys capital expenditure programmes and the growing business requirement, the overall borrowings of the Company stood at Rs. 6,280.52 crores at a Debt : Equity ratio of 0.80:1. During the year, the Company successfully raised US$ 490 million via the issue of Convertible Alternate Reference Securities which is an innovative convertible instrument and would enable the Company to offer the investors a right to convert these into differential voting shares and/or other qualifying securities. The Company has managed the currency risks on exports amidst sharp appreciation of the Rupee in 07-08. Due to the appreciation of the rupee, the net foreign exchange gain on revaluation of foreign currency borrowings, deposits and loans given stood at Rs. 137.61 crores for FY 07-08 as against Rs.65.21 crores in the previous year. JLR is being acquired through special purpose vehicles incorporated in UK and Singapore and the acquisition cost is being nanced upfront through a syndicated bridge loan facility of US$ 3 billion. The Company has issued a Corporate Guarantee in favour of its said UK SPV for this purpose. The repayment of the said facility is proposed to be undertaken through a long term funding plan involving, amongst others, a right issue of equity/equity related instrument to its shareholders, and issue of securities in the international market. The Company is undertaking a Postal Ballot to obtain the approval of the members to enable the Company to raise these resources, the details of which are included in the Corporate Governance Report. Post the JLR announcement and subsequently, the Companys rating for foreign currency borrowings was revised by Standard & Poor from BB +/Stable to BB/Negative and by Moodys from Ba1 to Ba2. For borrowing in local currency the rating was revised from AA+/Stable to AA Negative/Stable by Crisil and from LAA+/Stable to LAA/Negative by ICRA.

11. INFORMATION TECHNOLOGY AND RESEARCH AND DEVELOPMENT INITIATIVES The Company continued to strengthen the IT capabilities in all areas of its business which were used extensively in design, manufacuturing and customer interface functions. The Company used Digital Product Development, Digital Manufacturing Solutions and better integration with vendors in order to improve signicantly its product development processes and capabilities. During the year the ERP systemSAP was also deployed in some of its subsidiaries and the Fiat joint venture. Signicant improvements and use of analytics were also incorporated in the Companys CRM/Dealer Management Systems. The Company continued to pursue research and development initiatives in product development, environmental technology and vehicle safety areas. The Company widened the scope of its research and development activity from inhouse product and technology development to managing research and development process across various internal and external agencies, including its research and development centres in Korea, Spain and the United Kingdom, as well as at various aggregate parts suppliers and outsourcing partners. The Companys reasearch and development initiatives include developing vehicles running on alternative fuels, including CNG, LPG and bio-diesel and pursuing alternative fuel options such as ethanol blending and development of vehicles fuelled by hydrogen. The Company is also pursuing various initiatives in engine management systems, vehicle network architecture, vehicle tracking and telematics. 12. SUBSIDIARY AND ASSOCIATE COMPANIES Subsidiary Companies For the Financial Year ended March 31, 2008, the Companys subsidiaries, on an aggregate basis, have signicantly improved on their nancial performance. A brief prole of the subsidiary companies and their main nancial parameters for 2007-08, are provided in the Annexure hereto. Brief details of the Companys existing subsidiaries are given below. In respect of foreign subsidiary companies, gures in Rupees are converted from applicable respective foreign currencies at appropriate rates at the year end. Concorde Motors (India) Limited (CMIL), a 100% subsidiary of the Company engaged in sales and 17

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited service of Tata and FIAT passenger cars recorded a turnover of Rs. 625.20 crores (Previous year : Rs. 623.27 crores) and Prot After Tax of Rs. 5.33 crores (Previous year: Rs. 11.76 crores). CMIL has declared a dividend of Rs. 2.50 per share for the FY 2007-08 (previous year Rs. 7.50 per share) and Rs. 7/- per share for the FY 2007-08 on the 7% Cumulative Redeemable Preference Shares. HV Transmissions Limited (HVTL) and HV Axles Limited (HVAL),85% subsidiary companies of the Company, are engaged in the business of manufacture ofgear boxes and axles for Heavy & Medium commercial vehicles (M&HCV), with production facilities and infrastructure based at Jamshedpur.Majorcapacity expansion and modernisationinitiativeshave beenundertaken atHVTLand HVAL to meet the growingdemandfor gear boxesand axles for M&HCVs over the years.Both HVTLand HVAL have manufacturednew variants of gear boxesand axles during the year for application in the Companys new products. HVTL recorded a turnover of Rs.191.98 crores (an increase of 9.39%), a PAT ofRs. 47.44 crores (an increase of5.53%) and has declared a dividend of Rs.5/- per share for the FY 2007-08 (previous year Rs. 5/- per share). HVAL recorded a turnover of Rs. 203.24 crores (an increase of 3.34%), a PAT ofRs. 63.41 crores (an increase of9.52%) and has declared a dividend of Rs. 5/- per share for the FY 2007-08 (previous year Rs. 5/- per share). During the year, the Company divested 15% of its stake in HVTL and HVAL to Tata Capital Limited for an aggregate consideration of Rs. 164.25 crores and also sold the Intellectual Property Rights (IPR) for technology/design to HVTL and HVAL, which will facilitate these companies in pursuing their strategic growth through further development of technology and products for the Company and other customers in a focused manner. Sheba Properties Limited is a 100% owned investment Company. The income of the Company was Rs. 21.37 crores (Previous Year: Rs.19.97 crores) and Prot After Tax was Rs.16.22 crores (Previous Year: Rs.13.50 crores). TAL Manufacturing Solutions Limited (TAL) is a 100% subsidiary of the Company engaged in the business of Machine tools, Equipments, Material handling systems and Fluid power solutions. During the year, it has ventured into the Aerospace business by signing an agreement with Boeing Corporation, USA for manufacturing structural components for Boeings 787 Dreamliner airplane program at a stateof-the-art manufacturing facility being set-up in Nagpur, India. In one of its key achievement of the year, TAL has signed sales and service agreement with HELLER, Germany, a global renowned manufacturer of high-end Machining centers. During the year, TAL recorded a turnover of Rs. 220.58 crores (Previous Year: Rs.143.94 crores) and a Prot after Tax of Rs.12.02 crores (Previous Year: Rs. 8.31 crores), a growth of 45%. TAL has wiped out its accumulated losses during the year and carried forward a prot of Rs.1.05 crores. Tata Daewoo Commercial Vehicle Company Limited (TDCV), Korea, a 100% subsidiary of the Company is the second largest manufacturer of heavy and medium commercial vehicles in Korea. During the year under review, TDCV registered further growth both in the domestic market and exports. In volume terms, sales of 11,899 units in FY 07-08 were higher by 38% compared to that of 8,588 units in FY 06-07. This enabled TDCV to improve its market share from 24.3% to 32.3% in the HCV segment and from 28.2% to 34.8% in the MCV segment. TDCV exported 3,000 units of HCVs in FY 08 (2,715 units previous year) and continued to be the largest exporter from Korea in this segment. TDCV recorded a turnover of Rs.2,865.02 crores which was higher by 45% compared to Rs. 2,248.81 crores for the previous year. The Prot before Tax at Rs. 212.03 crores registered an increase of 81% compared to Rs.133.31 crores. After providing for tax, the prot was Rs. 153.11 crores against Rs.97.46 crores in the previous year, an increase of 78%. In March 2008, TDCV paid an interim dividend at 20% on common shares. This was followed by a nal dividend at 80% on common shares for FY 2007-08. Tata Marcopolo Motors Ltd. (TMML) is engaged in the business of manufacture and sale of fully built buses and coaches in which the Company has a 51% holding with the balance 49% being held by Marcopolo S. A., Brazil. The Company started its commercial production from November 2007 and has sold 190 low entry CNG buses. TMML recorded a net turnover of Rs. 6.57 crores and loss after tax is Rs. 3.83 crores.

18

Tata Motors (SA) Proprietary Limited (TMSA), a joint venture company was incorporated during the year in which the Company holds 60% with the balance 40% being held by the Tata Africa Holdings (SA) (Pte. ) Limited. TMSA has been formed for manufacturing and assembly operations of the Companys Light and Heavy Commercial Vehicles and Passenger Cars in South Africa. TMSA is yet to start operations. Tata Motors (Thailand) Limited (TMTL) is a 70:30 joint venture between the Company and Thonburi Automotive Assembly Plant Co., for manufacture, assembly and marketing pickup trucks. The joint venture enables the Company to address the ASEAN and Thailand markets, the later being the second largest pickup market in the world after the USA. While TMTL has begun setting up operations in the FY 2007-08, the manufacturing of vehicles began only during March 08 with revenues from sales and other income at Thai Baht 7 million (equivalent to Rs. 0.90 crore) for the period ended March 31, 2008. Tata Motors European Technical Centre plc. (TMETC), a 100% subsidiary of the Company is engaged in the business of design engineering and development of products for the automotive industry. Working synergistically with the Company, TMETC provides it with design engineering support and development services, complementing and strengthening the Companys skill sets and providing European standards of delivery to the Companys passenger vehicles. During the year ended March 31, 2008, TMETC earned gross revenues of Rs.127.95 crores (2006-07: Rs. 60.34 crores) and an operating prot of Rs. 11.43 crores (2006-07: Rs. 7.08 crores). Tata Motors Finance Limited (TMFL), a wholly owned subsidiary of the Company, is registered with RBI under Section 45-IA of the RBI Act 1934, as a Non- Banking Finance Company and has been classied as an Asset Finance Company . The name of TMFL was changed from TML Financial Services Limited to Tata Motors Finance Limited with effect from August 28, 2007. Total Income at Rs. 836.95 crores during the year under review was 423% higher than in 2006-07 and Prot Before Tax at Rs. 50.26 crores was 150% more than the previous period. As commencement of the operations started from September 1, 2006, these gures are not comparable. With a view to focus on its core business of nancing of Tata Commercial and Passenger Vehicles, TMFL transfered its activities pertaining to construction equipment nancing and small and medium enterprises nancing. Tata Motors Insurance Broking & Advisory Services Limited (TMIBASL), [formerly known as Tata Motors Insurance Services Limited], a 100% subsidiary of the Company, proposes to undertake the business of direct insurance broking. TMIBASL has received a License from the Insurance Regulatory and Development Authority (IRDA) to act as a Direct Broker under the IRDA Act on May 13, 2008. In compliance with the regulations of the IRDA, its name was changed to Tata Motors Insurance Broking & Advisory Services Ltd. on April 30, 2008. Pending the issue of license by the IRDA and other formalities relating thereto, no business activity was carried out during the period from October 2005 to March 2008. For the year under review, TMIBASL earned revenues of Rs. 0.10 crore (2006-07: Rs. 0.08 crore) and recorded a Loss of Rs. 0.04 crore (2006-07: loss of Rs. 0.16 crore). Tata Technologies Limited (TTL), in which the Company has a 81.71% holding, provides through its operating companies, INCAT and Tata Technologies iKS, specialized Engineering & Design Services (E&D), Product Lifecycle Management (PLM) and product-centric IT services to leading global manufacturers. It responds to customers needs through its 13 subsidiary companies in three continents and through its three offshore development centers. Its customers are among the worlds premier automotive, aerospace and consumer durable manufacturers. The year marks an important milestone in the growth history of the Company with consolidated revenues crossing the Rs. 1000 crores threshold. INCAT is the worlds leading independent provider of E&D, Product & Information Lifecycle Management, Enterprise Solutions and Plant Automation. INCATs services include product design, analysis and production engineering, Knowledge Based Engineering, PLM, Enterprise Resource Planning and Customer Relationship Management systems. INCAT also distributes, implements and supports PLM products from leading solution providers in the world such as Dassault Systms, UGS and Autodesk. With a combined global work force of more than 3,000 employees, INCAT has operations in the United States (Novi, Michigan), Germany (Stuttgart) and India (Pune). 19

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited Tata Technologies iKS is a global leader in engineering knowledge transformation technology. For over 15 years, iKS has enabled engineering knowledge transformation through i get it, which is the only web application in the world offering 1,00,000 hours of engineering knowledge for AutoCAD, INVENTOR, Solid Works, Solid Edge, UG/NX, Teamcenter, COSMOS Works, and CATIA on a single delivery platform application. TTL had 13 subsidiary companies as at March 31, 2008. A few companies out of these subsidiaries are being wound-up, liquidated or merged as also various restructuring initiatives are being taken with the objective of bringing in operating efciencies by sharpening focus on its services and product business, xing territorial responsibility for top and bottom line growth and establishing a global delivery centre supporting the overall business. The consolidated revenue for the TTL Group was Rs. 1100 crores, an increase of 15% against Rs. 957 crores in the previous year. The prot before tax was Rs. 51 crores as against Rs. 25 crores in the previous year, recording a growth of 104%. The prot after tax was Rs. 30 crores against Rs. 16.28 crores in the previous year. Telco Construction Equipment Company Limited (Telcon) is engaged in the business of development, manufacture and sale of construction equipment and allied services in which the Company has a 60% holding with the balance 40% being held by Hitachi Construction Machinery Company Limited, Japan. With the increase in economic activity especially in the infrastructure sector, Telcon recorded its best performance to date having sold 7,698 machines (5,360 machines in 2006-07) with a gross revenue of Rs. 2,735 crores (Previous Year: Rs.1,828 crores), a Prot After Tax of Rs.324 crores (Previous Year: Rs.184 crores), an increase of 76% and declared an interim dividend of Rs. 5/- per share and a nal dividend of Rs. 3/- per share (Previous Year: Final dividend of Rs. 4/- per share). In April 2008, Telcon acquired two Spanish Companies, namely Serviplem S.A and Comoplesa Lebrero S.A by acquiring 79% and 60% shares of the respective companies. TML Distribution Company Limited (TDCL), a 100% subsidiary of the Company incorporated on March 28, 2008 would be engaged in the business of dealing and providing logistics support for distribution of the Companys products throughout the Country. TDCL is yet to start operations. Associate Companies As on March 31, 2008, the Company had the following major associate companies: Automobile Corporation of Goa Limited (ACGL) in which the Company has a 37.79% shareholding, was incorporated in 1980, jointly with EDC Limited (a Government of Goa enterprise). ACGL is a listed company engaged in manufacturing sheet metal components, assemblies and bus coaches and is the largest supplier of buses (mainly for exports) to the Company. Fiat India Automobiles Private Limited (FIAPL), is a Joint Venture with Fiat Auto S.p.A., Italy, to manufacture Fiat and Tata cars and powertrains at Ranjangaon. The new facility was inaugurated on April 2, 2008 and is one more step towards conrming the strong motivation and understanding between the partners towards developing new opportunities in India and abroad. Hispano Carrocera S.A. (HC), a well-known Spanish bus manufacturing company, in which the Company had acquired a 21% stake in March 2005 was another major step in the Companys plans for globalization. Hispano has two manufacturing units, one in Spain which caters to the European market and the other one in Casablanca which caters to the Moroccan and other North African markets. HC is present in both the city bus and coach market segment in both the geographies. HC reported a production of 375 buses during the scal year 2007 on a consolidated basis. Nita Co. Ltd., Bangladesh, in which the Company holds 40% equity, is engaged in the assembly of TATA vehicles for the Bangladesh market. Tata AutoComp Systems Limited (TACO) is a holding company for promoting domestic and foreign joint ventures in auto components and systems and is also engaged in engineering services, supply chain management and after market operations for the auto industry. The Companys shareholding in TACO is 50%.

20

Tata Cummins Limited (TCL), in which the Company has a 50% shareholding, with Cummins Engine Co. Inc., USA holding the balance. TCL is engaged in the manufacture and sale of high horse power engines used in the Companys range of M/HCVs. Tata Precision Industries Pte. Ltd., Singapore, in which the Company has a 49.99% shareholding is engaged in the manufacture and sale of high precision tooling and equipment for the computer and electronics industry.

13. In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21), Accounting Standard on Accounting for Investments in Associates (AS 23) and Accounting Standard on Accounting for Joint Ventures (AS 27), issued by the Institute of Chartered Accountants of India (ICAI), the above mentioned subsidiaries, associates and Joint Venture have been considered in the Consolidated Financial Statements of the Company. As may be seen from the consolidated statements, the consolidated revenue (net of excise) was Rs. 35,651.48 crores, an increase of 10.2% as against Rs. 32,361.20 crores in the previous year. The Prot Before Tax was Rs. 3,086.29 crores as against Rs. 3,088.00crores in the previous year. The consolidated Prot After Tax, after considering an amount of Rs. 851.54 crores (Previous Year: Rs. 883.21 crores) towards current and deferred tax, adjustment for share of minority interest and prot in associate companies, was Rs. 2,167.70 crores as against Rs.2,169.99 crores in the previous year. 14. On an application made by the Company under Section 212(8) of the Companies Act 1956, the Central Government exempted the Company from attaching a copy of the Balance Sheet and the Prot and Loss Account of the subsidiary companies and other documents from being attached to the Annual Report of the Company. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A gist of the nancial performance of the subsidiary companies is contained in the report. The Annual Accounts of the subsidiary companies are open for inspection by any member/investor and the Company will make available these documents/details upon request by any Member of the Company or to any investor of its subsidiary companies who may be interested in obtaining the same. Further, the annual accounts of the subsidiary companies will also be kept for inspection by any investor at Registered Ofce of the Company and at the Head Ofces of the subsidiary company concerned. 15. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given as an Annexure to the Directors Report. 16. DIRECTORS Mr Praveen P Kadle, who was the Executive Director (Finance & Corporate Affairs) of the Company, relinquished ofce on September 18, 2007, in view of his appointment as the Managing Director of Tata Capital Limited, a company promoted by Tata Sons Limited in the nancial services space. Mr Kadle joined the Company as Sr. Vice President (Finance & Corporate Affairs) in October 1996 and was inducted on the Board of the Company in October 2001. Mr Kadle was also a Member of various Board Committees of the Company as also a representative of the Company on the Boards of some of the subsidiaries, associates and joint ventures. The Directors place on record their appreciation of the signicant contributions made by MrKadle during his tenure as Executive Director (Finance & Corporate Affairs), the strategic direction he provided in the management of nancial, IT and other Corporate matters and his role in the turnaround and growth of the Company. In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr Ratan N Tata and Mr R Gopalakrishnan are liable to retire by rotation and are eligible for reappointment. Dr R A Mashelkar was appointed as an Additional Director, effective August 28, 2007. In accordance with the provisions of the Companies Act, 1956, Dr Mashelkar, in his capacity as an Additional Director, will cease to hold ofce at the forthcoming Annual General Meeting and is eligible for appointment. 21

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting and the Explanatory Statement thereto. A separate section on Corporate Governance forming part of the Directors Report and the certicate from the Companys auditors conrming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Indian Stock Exchanges is included in the Annual Report. Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and forming part of the Directors Report for the year ended March 31, 2008, is also given as an Annexure to this Report. Messrs Deloitte Haskins & Sells (DHS), who are the Statutory Auditors of the Company hold ofce until the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2008-09. DHS have, under Section 224(1) of the Companies Act, 1956, furnished a certicate of their eligibility for re-appointment. Cost Audit As per the requirement of the Central Government and pursuant to Section 233B of the Companies Act, 1956, the Company carries out an audit of cost accounts relating to motor vehicles every year. Subject to the approval of the Central Government, the Company has appointed M/s Mani & Co. to audit the cost accounts relating to motor vehicles for the Financial Year 2008-09.

17. CORPORATE GOVERNANCE

18. PARTICULARS OF EMPLOYEES

19. AUDIT

20. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the Operating Management, conrm that: - in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures there from; - they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the nancial year and of the prot of the Company for that period; - they have taken proper and sufcient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; - they have prepared the annual accounts on a going concern basis. 21. ACKNOWLEDGEMENTS The Directors wish to convey their appreciation to all of the Companys employees for their enormous personal efforts as well as their collective contribution to the Companys record performance.The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers and all the other business associates for the continuous support given by them to the Company and their condence in its management. On behalf of the Board of Directors Mumbai, June 3, 2008 22 RATAN N TATA Chairman

Annexure to the Directors Report

(Additional information given in terms of Notication 1029 of 31-12-1988 issued by the Department of Company Affairs)

A. Conservation of Energy The Company has always been conscious of the need for conservation of energy and has been steadily making progress towards this end. Energy conservation measures have been implemented at all the Plants and ofces of the Company and special efforts are being put on undertaking specic Energy Conservation Projects like installation of various Energy Efcient Pumps, Blowers, LED lamps, Wind Ventilators, Natural Draft Cooling Towers, etc. These changes have resulted in cost savings for the Company, aggregating approximately to Rs.23.38 crores. The Companys Jamshedpur Plant was awarded National Energy Management Award by CII and declared Energy Efcient Unit 2007 .The Jamshedpur Plant has also won a Trophy & Certicate for Outstanding Performance by CII ER Energy Conservation (ENCON) Award 2007-08 contest. The Companys endeavour for tapping wind energy has also made signicant contributions. The Company undertook a CDM Wind Power project of capacity 20.58 MW which was successfully registered with UNFCCC in September, 2007 resulting in issue of 1.67 lacs Carbon Emission Reductions (CERs), which were later auctioned for Rs 14.45 crores. B Technology Absorption The Company has continued its endeavor to absorb best of the technologies for its product range to meet the requirements of globally competitive markets. All of the Companys vehicles and engines are compliant with prevalent regulatory norms in India as also in the countries to which the vehicles are exported. The Company has also undertaken programmes for development of vehicles which would run on alternate fuels like CNG, LPG, bio-diesel, electric traction etc. Major technology absorption projects undertaken in the last year include the following:
Technology for Development of body panels Vehicle Styling Vehicle NVH Transmission technology Engine Development Technology Provider IAV, Germany TRILIX, Italy LMS International, Belgium TOROTRACK, UK FEV, Germany Status Completed In process In process In process In process

In keeping with the requirement of technological upgradation of its Engines development facility, the Company has added facilities such as Transient Dynamometers with state of the art low emission measurement facility for full ow and partial ow measurement, engine port ow characterization equipment, combustion analysers etc. For crash and safety test set up, the Company has installed a pendulum impact test facility and a Hydraulic sled decelerator. The Company has set up a HVAC Bench Test Facility for evaluating cooling and heating performance, power consumption by AC compressor and measuring performance of automotive HVAC (Heating Ventilation and Air Conditioning) system. The Company has developed and is in the implementation phase of the following new technology for its passenger cars and commercial vehicles: a) CAN based in vehicle networking system b) Transponder & encrypted technology based anti-theft system. The Company has gained signicant advantage in rapid prototyping by deploying Nylon Vacuum Casting Facility. During the year, the Company has led 175 patent applications. 11 patents were granted to the Company for application led in earlier years. Technology imported during the last ve years:
Technology for Design and Development of modular cabs for commercial vehicles Imported from Stile Bertone, Italy Year of Import 2002 03 Status

Design and Development of Passenger vehicles Direct Inject Common Rail Euro IV Engines for passenger vehicles Design & Development of passenger vehicles Safety and NVH Integration in Passenger Vehicles Design and development of New Generation Engine

Institute of Development in 2003 04 Automotive Engineering S.p.A, Italy AVL List GmbH, Austria; Delphi 2004 05 Diesel System, France Institute of Development in 2004 05 Automotive Engineering S.p.A, Italy MIRA Ltd, UK Ricardo UK Ltd, UK 2004 05 2006 07 Under Implementation

Design & Development of new generation engine for ICV/MCV

AVL List GmbH,Austria; 2007 08 Delphi Diesel System,France

Design and Development of Innitely Variable Transmission based on M/s Torotrak (Holding) Limited, UK 2007 08 Full Toroidal Traction- Drive Variators for various vehicle platforms. Design and Development, of Flush Sliding Window/Plug in Window Wagon SAS, France

2007 08

The Company spent Rs. 1,195.97 crores on Research and Development activities including expenditure on capital assets purchased for Research and Development which was 4.2% of the net turnover. C. Foreign Exchange Earnings and Outgo Rs. in crores Earnings in foreign exchange 2844.12 Expenditure in foreign currency (including dividend remittance) 3244.42

23

24

MOTORS

AnneXUre tO DIreCtOrs RepOrt

Gross Net Qualications Remuneration Remuneration Rs. Rs. Experience (years) Date of Joining Last Employment. Designation/Period IDL Chemicals Limited 3 years Kirloskar Pneumatic Co. Ltd., 3 years Thermax Ltd,HR / PSD / Safety / IR- VP (HR) 4 years Grindwell Norton Ltd.,Finance / Price Panel 4 years Director of Tech. Eduction 6 years CSIR 1 year HAL. General Manager 27 years Crompton Greaves Limited Engineer 5 years Bajaj Auto Limited 4 years North Devon Didtrict Hospital, Medical Services & Surgical Registrar 1 year 6 months Tata Administrative Service 1 year Brooke Bond India Ltd., Manager (Mgmt Services) 7 years & 5 months New Holland Tractors, Head Mfg. & Engg. 5 years Dagger Forst Tools, Fresh Graduate 1 year Delhi Transport Corporation 5 years Noduron Founders Maharashtra Ltd., GM 5 years Tata T & D Waterhouse Securities Chief of Operations 3 years International Computers Indian Manufacture Ltd., 1 year Voltas Ltd. Assistant Accountant 2 months G.K.W.Ltd., Development Engineer 7 years Mahindra & Mahindra Ltd. Area Incharge 7 years Ford Motors Ltd. Program Attribute Team Leader 3 years Mahindra & Mahindra Head (Engine QA) 2 years Horstman India Private Limited 4 years Bajaj Auto Ltd., Pune Assistant Engineer 6 years Greaves Foseco Ltd. Manager (Intl Audit) 2 years Mahindra & Mahindra Ltd Service Engineer 5 years Premier Automobiles Ltd. Jr. Engineer 4 years Bajaj Tempo, Pune 1 year Radar Project Centre 1 year University of Pune 25 years CURDE, Ministry of Defence Jr. Scientic Ofcer 5 years Kotak Mahindra Bank Ltd. - Associate Vice President (Secretarial) 7 years Ammunation Factory 1 years Tata IndustriesLtd. General Manager 1year Industrial Machinery, Baridih, 1 year 2 months Hindustan Steel Ltd., Fresh Graduate 3 months Delphi Automotive, Design 1 year Maruti Udyog Ltd. Accenture India Pvt Ltd,- Associate Partner 16 year

Information as per Section 217(2A) of the Companies Act 1956 and the Companies (Particulars of Employees) Rules, 1975 and forming a part of the Directors Report for the year ended Mar 31, 2008

Sixty-third annual report 2007-08

Tata Motors Limited

Sr Name Age Designation / Nature of duties No. (Years)

1 Acharya Mukesh 58 Deputy General Manager (Strategic Sourcing) 25,65,007 16,63,556 B.Sc, MBA (Management) 31 06.02.1981 2 Adkar Sandeep* 39 Manager (Manufacturing) 2,08,566 1,90,711 BE (Mechanical) 13 20.02.2004 3 Agarwala Bishnu 59 General Manager (Cab, Cowl & World Truck) 34,17,436 21,49,744 BE (Electrical), AMIE (Mech.) 37 09.07.1971 4 Agate Ravindra* 60 Assistant General Manager (P S) 25,51,996 14,66,153 Bachelor Equivalent (Industrial) Diploma (Mechanical) 39 05.11.1973 5 Ahir Prashant 43 General Manager (Human Resource) 31,73,446 20,49,968 BE (Civil), PGDM (HR Management) 19 02.05.2006 6 Aidoor R 51 General Manager (Corporate Finance) 39,43,850 24,86,823 B.Com., CA, ICWA Inter 25 04.01.1993 7 Ajay O 45 Deputy General Manager (CEM) 28,62,831 17,67,697 BE (Electronics) 23 05.08.1985 8 Ambardekar Shrikrishna 57 Plant Head - CVBU, Pune 81,54,742 51,07,134 BE (Mechanical) 36 05.09.1972 9 Anantpure Purushottam* 60 Manager (Production) 8,45,244 6,61,351 SSC,NAC / NCVT / ITI 40 21.01.1974 10 Arora Gyan 58 Deputy General Manager (Vehicle Perf) - ERC 25,24,921 16,55,206 Phd (Others), ME (Mechanical) 28 01.09.1982 11 Arya Atam* 60 President (Heavy & Medium Commercial Vehicle) 94,10,978 61,39,183 B.Sc Engg. (Mechanical), MS (Mfg.) 38 11.07.1996 12 Avachat Prakash 52 Deputy General Manager(Auto Prodn Plng&Control) 29,04,601 18,20,015 BE (Mechanical) 31 25.07.1982 13 Bahulekar Nitin 49 Assistant General Manager (Auto Prodn) 24,49,822 15,42,674 BE, Diploma (Business Management) 26 10.01.1986 14 Bairagi Protap* 55 Divisional Manager (PPC-Auto) 14,61,441 9,57,771 PGDM (IR),BBA (Business Management) 29 03.03.1978 15 Bajpai Nitin* 32 Exe Ofcer-Head (TM TechCentre)s ofce 8,04,980 6,28,163 BE (Metallurgy) 10 09.07.1997 16 Balasubramanian Venkataraman* 60 Senior General Manager (Passenger Cars-ERC) 61,27,085 34,00,468 M.Tech (Mechanical) 37 01.09.1971 17 Bandyopadhyay Amitabha 59 General Manager (Surgical Services) 33,25,699 20,76,685 MBBS, MS (Surgery), FRC (Surgery) 30 01.07.1987 18 Banerjea Balark* 28 Divisional Manager (Sales) PCBU Intl. Business 12,90,783 8,98,948 BE (Mechanical), PG Diploma in Management 3 18.07.2005 19 Banerji Shyama 58 Head-Internal Audit (Supply Chain & Mfg.) 51,03,305 31,35,555 B.Tech (Mechanical), ICSI, FICWA, 37 01.03.1982 20 Bapat S 40 Assistant General Manager (Finance) 24,57,292 16,11,633 B.Com., ICWA 16 02.01.1992 21 Bapna Mahendra 58 Chief Executive Ofcer (HVAL & HVTL) 45,71,159 28,60,446 BE (Mechanical), Diploma (Computer) 36 01.09.2001 22 Bedekar D* 49 Area Service Manager (Pune) 7,38,860 5,31,095 FTA (Motor Mechanic Vehicle) 33 09.08.1974 23 Bedekar Vijay* 60 Senior General Manager (Materials) 82,39,040 40,49,953 BE (Mechanical), PGDBM 38 05.07.1971 24 Belwal J 35 Deputy General Manager (CRM & DMS Project) 33,54,169 21,71,872 BE (Mechanical) 14 01.07.1994 25 Bhaduri Prabal* 56 Assistant General Manager (Vendor Dev) 12,18,141 7,02,137 DBM, BA (Business Management) 36 02.08.1971 26 Bhaldar Babasaheb* 59 Welder-Cum-Gas Cutter 2,08,145 2,02,422 NAC / NCVT / ITI 28 04.03.1979 27 Bhandare Avinash* 60 Assistant Manager (Planning) 2,67,467 2,36,827 SSC 42 13.01.1965 28 Bhapkar Nana* 60 Manager (Production) 8,83,153 6,36,704 SSC, NAC / NCVT / ITI 39 06.02.1968 29 Bhargava Ashok 58 Assistant General Manager (Q A) 24,44,448 15,49,630 BE (Mechanical) MBA (Management) 34 02.11.1979 30 Bhasin Satinder 58 General Manager (Foundry) 41,14,517 25,80,948 BE (Electrical) 22 21.07.1990 31 Bhaskar Ramchandran 56 Senior General Manager (Auto Manufacturing) 39,30,995 24,46,235 B.Tech (Mechanical) 34 02.08.1974 32 Bhattacharjee Shankar* 60 Assistant Manager (Materials) 4,02,888 3,37,210 Diploma (Mechanical) 42 01.01.1965 33 Bhattacharya Avijit* 38 Deputy General Manager (Corp. Affairs) 28,79,106 17,58,352 B.Tech (Electrical), PGDM (Fin. & Sys.) 14 16.06.2003 34 Bhide Prasannakumar 50 Assistant General Manager (Finance) 26,46,424 17,27,975 B.Com., CA 27 13.03.1982 35 Bijlani Ramesh* 60 Head (NPI Projects), CVBU 61,86,140 32,86,431 B.Tech (Electrical), MMS (Electrical) 37 01.06.1971 36 Bongale Umakant 51 Assistant General Manager (Proj. Mgmt.) 26,65,721 17,37,626 BE (Mechanical), DBM 27 02.01.1981 37 Borate Soma* 53 Die Setter/press Operator 5,18,812 4,12,917 Non Matric 34 15.09.1973 38 Borkar P 59 General Manager (Export Finance) 29,15,753 18,38,022 B.Com, CA 36 06.01.1972 39 Borwankar Satish 55 Head - Jamshedpur Plant 69,52,830 43,65,725 B.Tech (Mechanical) 34 02.08.1974 40 Bramhe D 57 Head (ERM & Project Audits) 49,37,324 30,56,252 BE (Electrical), DMS 34 02.04.1980 41 Buddhisagar Vijay 59 Deputy General Manager (Auto Production) 25,84,289 16,46,969 BE (Metallurgy) Diploma (Electrical) 37 15.12.1971 42 Chakraborty Biswajit* 34 Divisional Manager (Materials) 6,40,644 5,11,240 BE (Mechanical) 11 01.07.1996 43 Chandra Mukesh 47 Assistant General Manager (Central Quality) 26,69,385 17,44,523 M.Tech - Chemical Engg. 23 05.08.1985 44 Chandrasekhar Krishnan 56 Deputy General Manager (Q A) 34,33,095 21,74,898 B.Tech (Metallurgy) 34 02.08.1974 45 Chatterjee Anurup 43 Head (Sales & Mktg) - TDCV 24,42,900 22,38,618 B.Sc Engg. (Agriculture) 22 02.12.1996 46 Chatterjee Ranen 59 Head (Purchase) 33,61,649 21,01,983 BE (Mechanical) 33 12.03.2005 47 Chinoy R 59 Senior General Manager (Customer Care) 59,63,997 37,64,749 BE (Mechanical) 37 23.08.1971 48 Chitrao Vishwas 50 CEO (South Africa Project) 33,34,442 20,93,740 BE (Mechanical), PGDM 28 16.04.1980 49 Chobe Prasann 50 Head-Ace Plant, Uttarakhand 44,18,164 28,15,709 B.Tech (Mechanical) 30 01.07.1978 50 Chopra Naveen* 38 Assistant General Manager (NPI) 10,65,762 8,36,408 BE (Production) 15 28.09.2001 51 Choudhury Prithwish* 60 Manager (Maint. Plg.) 7,58,607 5,40,550 Diploma (Mechanical) 41 07.10.1966 52 Choudhury Shanti Moy* 60 Manager 6,94,872 5,35,943 B.Sc Engg. (Mechanical) 41 01.01.1966 53 Dalal Adil* 60 Senior Manager (Auto Systems) 17,13,958 10,54,110 SSC 42 12.01.1970 54 Das Ashok* 60 Manager (Training) 12,01,898 8,25,783 FTA (Millwright Mechanic) 35 17.03.1972 55 Das Dilip* 60 Divisional Manager (Compressor House) 18,88,278 10,77,420 MSc Engg. (Electrical) 43 01.01.1964 56 Das Madhu 57 Deputy General Manager (Internal Audit) 28,37,384 18,29,015 B.Sc Engg. (Mechanical), PGDM (Business Management) 30 07.02.1978 57 Das Ramiqbal 37 Deputy General Manager (Planning), PE 24,71,757 15,69,066 M.Tech (Industrial & Mgmt. Engineering), B.Sc Engg. (Production) 13 02.01.1995 58 Dash Harish* 32 Manager (CRM & DMS Project) 2,84,670 2,54,374 BE (Mechanical) 7 01.07.2000 59 Datey A* 60 Senior Manager (PC Spare Parts) 14,25,957 10,20,280 Diploma in Mechanical Engineering 34 01.08.1979 60 Deodhar S* 60 General Manager (Internal Audit) 39,78,845 24,35,369 B.Com., CA, LLB. 34 13.08.1985 61 Desai A 59 Deputy General Manager (Customer Care-IB,CVBU) 26,65,915 16,97,617 Diploma in Mechanical Engg., PG Diploma in Automobile Engg. 39 16.10.1969 62 Desai Sahebrao* 34 Manager (Customer Support) 2,16,483 1,91,626 BE (Mechanical) 10 03.10.2002 63 Deshpande Sudhir* 60 Head (Customer Care - M & HCV Trucks) 61,84,301 35,96,902 BE (Mechanical), ME (Automobile), Diploma (Mech.) 34 13.03.1978 64 Dey Aloke* 60 Divisional Manager (Truck Pl-I) 26,62,900 14,80,652 SSC 44 01.01.1964 65 Dhagat Atul 46 Head (PCBU International Business) 34,19,110 21,31,997 BE (Mechanical) 23 03.12.1985 66 Dhaneshwar Shashank 57 Deputy General Manager (Electronics) 24,99,870 15,91,907 M.Tech (Electrical) 33 15.02.1976 67 Dhar Ranjit 45 Assistant General Manager (PSD & Recruitment) 29,68,968 19,09,923 B.Tech (Chemical) PG Diploma in Engg. (Industrial), B.Sc. 19 16.01.1989 68 Dharmadhikari Avinash 50 Deputy General Manager (Quality Systems & Reliability) 25,68,968 16,33,254 B.Sc (Statistics) MSc (Statistics) Phd (Statistics) 28 11.01.2005 69 Dhawan Satish 56 Deputy General Manager (Planning) 28,65,320 18,20,129 B.Sc Engg. (Mechanical) 34 30.05.1980 70 Doomasia Avan* 40 Assistant Company Secretary 14,20,440 8,80,637 B.Com, LLB (General), FCS 17 25.10.2004 71 Dube Narendra 56 Assistant General Manager (N P I) 24,33,355 15,34,580 BE (Industrial) MBA (Business Administration) 30 01.01.1980 Diploma (Business Management) Diploma (Mechanical) 72 Dube Rajiv 46 President (Passenger Cars) 1,23,72,500 77,44,340 BE (Mechanical), PGDBM 25 01.07.1983 73 Dubey Chandrika* 60 Divisional Manager (Export & CKD Despatch) 15,14,206 10,09,140 M Sc Engg. (Mechanical), PGDM (Business Management) 37 30.09.1978 74 Dutt Nabendu 58 General Manager (Admin. & Tech. Training) 32,18,009 20,13,971 B.Sc Engg. (Mechanical), PG Diploma (Ind Engg.) 35 22.07.1974 75 Dutta Prabhas* 60 Assistant Manager (CTR) 6,58,757 4,86,821 FTA (Fitting) 43 01.01.1964 76 Dwivedi Mukti* 60 Senior Manager (Equip. & Machinery St.) 18,66,613 11,20,397 Diploma (Management), Diploma (Mechanical) 43 01.01.1965 77 Dwivedi Vivek 38 Assistant General Manager (HCV) 27,70,638 18,11,135 B.Sc Engg. (Mechanical) PGDM (Business Management) 17 17.06.2005 78 E Balasubramoniam 46 Head - Sourcing - Small Car Project 42,67,075 26,98,978 B.Tech (Aeronautical) 24 21.09.2005 79 Gadgil Surendra 53 General Manager (Auto Services) 41,68,663 26,12,571 B.Tech (Mechanical) 32 02.07.1976 80 Gaitonde Sharad* 60 Master - Craftsman 13,73,982 8,55,513 NAC / NCVT / ITI (Others) 39 22.08.1968 81 Gajendragadkar Abhijit 45 Chief Internal Auditor 88,93,308 55,83,112 BE (Electrical), CA, MMS (Finance) 22 21.07.2004 82 Galgali Bhimsen 51 Assistant General Manager ( Q A ) 29,89,743 19,37,758 ME (Metallurgy) 29 08.10.1979 83 Gandhi Vadlapatla 54 Deputy General Manager (Vehicle Factory) 32,94,560 20,91,330 Diploma (Business Management) 30 23.08.1978

Date of Joining 18.11.1985 05.03.1982 19.02.1974 19.09.1996 01.10.1975 22.02.1980 01.10.2004 14.01.1981 12.10.1970 01.03.1977 01.07.1977 01.08.1980 13.04.1970 01.04.2002 16.10.1991 09.04.1982 08.12.1972 14.07.1983 17.06.1996 02.06.1980 09.11.1980 01.11.2001 08.11.1977 14.11.1972 01.02.1981 18.08.1969 02.08.1974 12.12.1981 21.10.1970 01.07.1978 01.09.1967 10.10.2005 18.08.1979 26.07.1988 29.09.1982 22.07.2005 15.07.1979 16.09.1974 21.11.1975 01.03.1974 07.01.1965 07.11.1967 05.08.1983 14.07.1983 25.10.1996 20.07.1973 07.03.2005 18.01.1999 08.07.1979 16.06.2004 01.02.1999 12.07.1982 01.11.1990 02.10.1968 05.01.1965 03.03.1992 05.03.1979 23.11.1970 01.04.2001 02.01.2005 07.10.1973 17.08.1974 15.07.1996 28.10.2002 16.10.1972 02.08.1980 01.07.1979 20.02.1978 01.07.1978 02.08.1997 01.07.1978 10.06.1974 15.05.1987 04.07.1986 04.08.1987 15.02.1995 01.01.1966 05.08.1985 02.06.1978 02.08.1974 09.07.1979 01.07.1992 01.09.2001 01.01.1980 23.10.2000 05.01.1979 19.04.2005 01.09.1978 08.07.1981 05.08.1985 03.12.1971 Associated Bearings Co. Ltd., 2 years Little & Co., Legal 1 year WI Ltd. Mgr. Prod. Engg.) 1 year A P S I D C Ltd. Greaves Lombardini Limited, 3 years Eicher Goodearth Ltd., New Delhi Deputy General Manager 5 years Advani Oerlikon Ltd., DGM (Tech., Acquisition & Dev) 14 years Indian Steel & Wire Product, Medical Services 3 years Saund Zweirad Union Pvt. Bharti Telecom 5 months Crescent Iron & Steel Corpn Management Trainee 6 months Ruston & Hornsby India Ltd., 1 year Finolex Cables Ltd., C.F.O. 1 year Tisco, Plnt Servs / Maint / Constr. 4 year Forbes Campbell & Co. Ltd. Kirloskar Oil Engine Limited 1 year EATCON Vickers, Log / Purch / MM / Vendor Dev 1 year Walchandnagar Industries Limited 6 year Patna High Court, Legal Advocate 7 year Eicher Motors Ltd., GM 8 year Kirloskar Oil Engines Ltd., Pune 4 months Empress Mills Tata Infor. Sys. Ltd. Vice President (Finance) 5 years Kishor Pumps Private Limited 3 years Ford India Ltd., QC / Assurance / Inspection 7 years Tata Finance Ltd. - General Manager (Legal) 6 years Ford Motors Ltd., Program Attribute Team Leader 3 years Philips India, Director 1 year Tata Finance Ltd. - General Manager (Fin. & Accts.) 15 years Mahindra Owen Limited Bharat Forge Ltd., Sales Ofcer 2 year Tata Administrative Service 4 year Daimler Chrysler,Log / Purch / MM / Vendor Dev 9 year SIMCO Meters Ltd., Manuf / Prodn. / Operations 2 year Mahindra & Mahindra Ltd., Deputy General Manager 4 years Mahindra & Mahindra Ltd. 7 years Central Water Power Research Station Research Assistant 2 years Voltas Ltd. Product Ofcer 5 years Hindustan Motors Ltd. Assistant Area Manager 10 years & 6 months Bajaj Auto Ltd., Pune Assistant Engineer 3 years Voltas Ltd. Manager (Mktng Opns) 2 years Kinetic Engg. Ltd., Vice Prsident (Sales & Markg.) 15 years Mahindra & Mahindra Ltd., DGM 13 years South Indian Export Co. Pvt. Ltd. Stores Ofcer 6 years Kirloskar Cummins Limited 4 years Asea Brown Bovery Ltd., Senior Manager (HR) 5 years

Sr Name Age Designation / Nature of duties Gross Net Qualications Experience No. (Years) Remuneration Remuneration (years) Rs. Rs. 84 Gangrade V 44 Assistant General Manager(Serv. Mktg. Cust. Supp.) 26,77,638 17,43,733 BE (Mechanical), PG Diploma in Mgmt (Marketing) 23 85 Gare Milind 47 Assistant General Manager (Matls.) 26,03,721 16,45,610 BE (Mechanical) 26 86 Ghadage Baban* 60 Welder-Cum-Gas Cutter 2,10,239 1,76,018 NAC / NCVT / ITI 33 87 Ghose Ashok 56 Deputy General Manager (Human Resource) 27,23,972 17,68,112 B.Sc (Chemistry), MA (Economics), 32 Diploma (Labour Laws), PGDM (Personnel) 88 Ghosh Subhaskumar 57 General Manager (Manufacturing) 32,60,261 20,63,401 BE (Mechanical), MMS 35 89 Ghumare Ratnakar* 56 Personal Assistant 2,28,395 2,08,463 SSC 27 90 Gill Nirmala* 45 Chief Legal Counsel 46,48,627 29,96,715 BA (Economics & Sanskrit ), BA (Laws), Bachelor of General Laws 20 91 Girotra Kulbhushan* 60 Vice President (Lucknow Works & FBV) 87,34,494 51,26,249 B.Tech (Mechanical), ME (Production Engg.) 35 92 Gole Ganpatrao 59 Deputy General Manager (Maint) 25,48,358 16,22,580 BE (Mechanical) 38 93 Gopalakrishna Kapila 59 Deputy General Manager (Vehicle Test.) ERC 24,26,136 15,47,935 ME (Mechanical), DBM 32 94 Govindarajan Srinivasan 52 Assistant General Manager (Electronics) 25,32,687 16,03,274 B.Tech (Electrical) 31 95 Gowaikar Mukund* 60 Assistant General Manager (Auto Matls) 29,57,179 18,39,774 B.Sc, LLB 32 96 Goyal Pankaj 59 General Manager (Plng & Srvs) P E 31,92,023 20,00,791 B.Sc Engg. (Mechanical) 38 97 Gujral Jatinder* 46 General Manager (Parts & Aggr, CVBU) 15,68,446 11,50,971 BE (Metallurgy) 23 98 Gujrathi Vasudeo 59 Senior General Manager (Electronics) 32,42,298 20,19,820 BE (Electronics & Telecommunications) 37 99 Gupta Anup* 60 Senior Consultant (Orthopaedics) 17,44,243 11,85,900 MBBS (Medicine) M S (Orthopaedics) 31 100 Gupta Ashok 59 Senior General Manager (Auto Projects) 55,86,213 35,28,781 BE (Mechanical), M.Tech (Ind & Mgmt Engg.) 36 101 Gupta Avinash 46 Head (Customer Service Ofce) Pune 24,54,257 15,97,686 BE (Mech), PGDM (Management) 25 102 Gupta M 37 Deputy Chief Information Ofcer 33,28,397 21,42,722 BE (Industrial), MBA (International Business) 12 103 Gupta S 51 Deputy General Manager (Exports Business Plng) 29,19,138 18,49,661 B.Com, ICWA 28 104 Gurav Arvind 53 Deputy General Manager (Strategic Sourcing) 24,57,815 15,74,254 BE (Mechanical) 31 105 Gurav Prakash 54 Vice President (Corp. Fin - A/C & Taxation) 76,49,622 48,09,419 M.Com, ACA 29 106 Haque Ekramul* 60 Divisional Manager (Power Supply) 15,51,346 10,13,483 Diploma (Management), Diploma (Electrical) 37 107 Haridas Jayant 59 Deputy General Manager (Matls) ERC 26,89,621 17,11,827 M.Tech (Metallurgy) 36 108 Hegde Jagdish 50 General Manager (Matls) 40,48,166 26,16,176 BE (Mechanical), DBM 27 109 Hiray Shrikant* 60 Senior General Manager (Projects) - PCBU 78,24,120 41,68,328 BE (Mechanical) 39 110 Hodiwalla Cyrus 56 Deputy General Manager (Maval Foundry) 32,12,791 20,15,934 BE (Mechanical), DBM 34 111 Huddar Dilip* 48 Head (Quality Assurance) 40,67,154 22,95,110 BE (Mechanical) 27 112 Ingole Prabhakar* 60 Manager (Q A) 10,83,613 7,65,354 NAC / NCVT / ITI 38 113 Israni Yugesh 51 General Manager (N P I) 28,70,715 18,10,261 B.Tech (Electrical) 30 114 Jadhav Manik* 60 Divisional Manager (Dev) 24,08,037 13,79,440 SSC, NAC / NCVT / ITI (Draughtsman) 41 115 Jagtap Ashok* 35 Manager (Matls) 2,13,073 1,97,797 Diploma (Mech.), BE (Mechanical), DBM 12 116 Jain Anupkumar 51 Deputy General Manager (SQIG) 24,80,322 15,92,215 BE (Mech.), MBA (Management), Diploma (Business Management) 29 117 Jain Narendra 55 Deputy General Manager (Engines) - ERC 24,87,658 15,90,840 M.Tech (Mechanical) 26 118 Jha Brajendra* 60 Deputy General Manager (Legal) 33,84,174 21,50,384 BA, LLB 33 119 Jindal Ajit 50 Head-Techn (Light & Small Com Veh Prod Grp) 56,06,260 35,65,690 BE (Mechanical), ME (Mech), Ph D (Mech.) 24 120 Jogalekar S 53 Deputy General Manager (PCBU - Spare Parts) 35,65,639 22,98,372 BE (Mechanical) 29 121 Joglekar Dilip 58 Deputy General Manager (Health Services) 36,44,838 22,89,159 MBBS 34 122 Joshi Diwakar 54 Deputy General Manager (Maint), Foundry 31,76,990 19,99,969 BE (Electrical) 33 123 Joshi Shridhar 55 General Manager (Q A) 41,99,163 26,38,947 BE (Mechanical) 34 124 Joshi Suhas* 60 Divisional Manager (Plng) 26,50,438 14,57,685 SSC 43 125 Joshi Vishwas* 60 Manager (Systems) 12,42,724 7,95,474 SSC 40 126 Joshi Yashwant 46 Deputy General Manager (NPI-Pick-Ups) 34,22,912 21,62,218 BE (Mechanical), DBM 25 127 K Mohan 47 Deputy General Manager (ADD) 27,83,598 17,43,074 BE (Mechanical) 25 128 Kadle P P* 51 Executive Director (Finance & Corp Affrs) 1,32,36,478 64,91,844 B.Com. (Hons), A.C.A. Grad. C.W.A.,ACS 28 129 Kale Sadashiv* 60 Senior Manager (Planning) 16,71,925 10,76,035 Diploma (Mechanical) 39 130 Kalhe Ganesh 46 Deputy General Manager (Dev) 28,34,979 18,60,218 BE (Mech), M.Tech (Mech.) 20 131 Kamat Santosh 44 Deputy General Manager (Legal) 28,64,497 18,59,716 B.Com, LLB (General), ACS 22 132 Kangude Ashok 51 Deputy General Manager (Customer Support) 29,52,657 19,23,997 BE (Mechanical) 29 133 Kannan Chakravarthy 41 Senior General Manager (Project Management) 40,33,219 25,33,794 MS (Ind.Engg.), MBA, BE (Prodn.) 22 134 Kant Ravi 63 Managing Director (Tata Motors) 3,12,70,075 2,15,53,566 M.Sc-Mgmt.Tech-Univ.of Aston U.K. B.Tech (Hons.) Metallurgical 41 135 Kapur Anil 50 Regional Manager (CVBU) - North 41,89,435 26,06,982 B.Sc Engg. (Electrical), PGDBM 26 136 Kapur Ravinder 46 Head - Non TMF Business 24,16,911 15,72,840 B.Com (Hons), FCA 24 137 Kapurkar Sarjerao* 60 Manager (Prodn) 9,12,803 4,81,507 NAC / NCVT / ITI (Fitting) 39 138 Karandikar Vishwas* 60 Senior Manager (Dev) 15,57,221 9,11,149 SSC 43 139 Kathuria Anuj 40 General Manager (Program Mgmt) M & H Com. Veh. 38,48,415 24,17,226 B.Tech (Production), PGDBM 16 140 Kaul Rajinder 55 General Manager (Auto Projects) 41,40,476 26,07,659 BE (Mechanical) 34 141 Khandkar Dilip* 60 Assistant General Manager (Plng-World Truck) 14,95,617 9,49,415 BE (Mechanical) 37 142 Khattri Shobhit* 34 Regional Manager (Latin America) 25,70,484 18,13,280 BA (Hons) - English, PGDM 11 143 Khokar Randeep 38 Assistant General Manager (Dev) 25,71,576 16,23,813 BE (Electronics) 17 144 Khursigara Jamshed 58 Head (Human Resource) - Car Plant 28,17,408 17,78,329 B.Com, PGDM 35 145 Krishnamurthy V 58 General Manager (Auto Prodn) 46,21,694 28,68,468 BE (Mechanical) 36 146 Krishnan S 53 Vice President (Commercial - PCBU) 88,30,542 55,97,596 B.Sc, DBM, AMBLM (London) 32 147 Krishnan S* 40 Assistant General Manager (Engines) ERC 21,60,825 14,92,028 B.Sc (Mathematics) B.Tech (Mechanical) ME (Mechanical) 17 148 Kulal R 54 Deputy General Manager (Materials) 34,37,104 21,88,667 B.Com, LLB, Diploma (Production) 34 149 Kulkarni Chandrakant 50 Assistant General Manager (Auto Prodn) 32,40,808 20,35,097 BE (Mechanical) 28 150 Kulkarni Hemant 51 Deputy General Manager (Manufacturing-Transaxle) 30,66,260 19,31,103 BE (Production) 29 151 Kulkarni Mohan 55 General Manager (Constn, CPED & Envmt) 48,74,151 30,30,623 ME (Civil), LLB 33 152 Kulkarni N 51 General Manager (Corp Planning) 34,68,034 21,84,331 BE (Mechanical), PGDM (Mktg.) 30 153 Kulkarni Rajan 51 Assistant General Manager (Projects) 27,96,030 17,69,793 DBM / BE (Mechanical) 28 154 Kulkarni Vikram 50 Deputy General Manager (Project Mgmt) 33,97,843 21,26,850 B.Tech (Mechanical) 30 155 Kumar Binod* 60 Deputy General Manager (Security & Town Adm) 29,12,081 17,04,791 B.Sc Engg. (Metallurgy) PGDBM 33 156 Kumar Divyendu* 46 Head (PCBU International Business) 38,84,144 24,74,026 B.Tech, PGDM (Mktg.) 21 157 Kumar Rajesh 55 Deputy General Manager (Market Research) 30,53,521 19,52,039 B.Tech (Mechanical), PGDM (Mktg.) 27 158 Kumar Sandeep 43 Head (Marketing) - M & HCV 28,48,136 17,93,292 M.Sc (Economics), BE (Mechanical) 21 159 Kundu Ashok 46 Assistant General Manager (Engine) 24,26,727 15,85,092 BE (Mechanical) 24 160 Kutty Pattathil* 60 Senior Manager (Production) 19,06,844 10,66,519 SSC 42 161 Lall Ajoy 46 Deputy General Manager (Manufacturing) 32,15,845 20,60,689 BE (Mechanical), PGDBM 23 162 Lohiya C 55 Deputy General Manager (Information Techn.) 24,23,539 16,10,672 BE (Mechanical) 33 163 Mahtha Pradeep 58 Senior General Manager (Technical) 30,77,930 1,983,734 BE (Electrical) 34 164 Mahto Suresh* 55 Assistant General Manager (Recon Business) 13,72,746 11,10,568 BE (Mechanical) 28 165 Maiti Mayukh* 38 President (E-Nxt) 23,54,543 15,66,981 BE (Metallurgy) 16 166 Maitra Rudrarup 32 Regional Head (Eastern Europe & Russia) 26,35,053 16,92,336 PGDM 9 167 Mal Mr S K* 60 OPERATOR (VEHICLE) 2,40,265 2,15,940 27 168 Mani Shyam* 54 Vice President (Sales & Marketing) - CVBU 62,72,627 40,51,598 B.Tech (Mechanical) 33 169 Maniar Jayeshkumar* 52 Assistant General Manager (Planning), PE 11,39,987 6,92,439 BE (Mechanical) 28 170 Mankad Akshaykumar 57 Head (Car Plant) 65,68,488 41,43,244 BE (Electrical) 36 171 Manoj R 51 Deputy General Manager (Institutional Sales) 26,58,427 17,10,964 B.Sc (Physics), DMIT (Automobile Engg.) 30 172 Manokaran W* 60 Assistant General Manager (Materials) 34,92,423 21,82,352 B.Sc., PG Diploma in Matls Mgmt, DBM 36 173 Marathe S 43 Head (Marketing Services) 24,85,075 16,45,755 BE (Mechanical), MBA (Marketing) 23 174 Matere Gulab* 60 Divisional Manager (Dev) 24,27,456 14,64,148 Diploma (Mechanical), NAC / NCVT / ITI (Draughtsman) 41

Last Employment. Designation/Period

25

26

MOTORS

Sixty-third annual report 2007-08

Tata Motors Limited

Sr Name Age Designation / Nature of duties Gross Net Qualications Experience No. (Years) Remuneration Remuneration (years) Rs. Rs. 175 Mekan Gurvinder 47 Assistant General Manager (Sales Co-Ordination) 25,55,189 16,51,309 BE (Mechanical) 26 176 Mene Ashok 56 Head - CVBU Finance 32,19,417 20,20,304 BE (Electrical), MBA (Mgmt) 32 177 Mirasdar Keshav 57 Deputy General Manager (Proto Mfg.) - ERC 27,32,508 17,37,892 BE (Mechanical) 36 178 Mishra Sanjay 39 Regional Sales Manager(Light Trucks) - West 30,51,211 19,87,758 BE (Electrical & Electronics), PG Diploma in Business Management 17 179 Mishra Uday 56 Vice President (ADD and Materials - CVBU) 74,21,757 46,66,713 B.Sc Engg. (Mechanical), PGDBM 33 180 Misra Anupam 43 President - Concorde Motors (India) Ltd. 34,58,646 22,32,166 B.Com., MBA 20 181 Mitra Biplob* 60 Manager (Training) 16,09,559 9,52,066 Diploma (Mech.) 43 182 Mitra Probir* 60 Senior General Manager (Information Technology) 74,14,367 41,69,040 B.com., PGDBM 38 183 Mudi Sudhansu* 60 Assistant General Manager (Q A) 27,98,446 16,28,210 B.Sc Engg. (Mechanical) 36 184 Mukhedkar Charudatta 39 Manager (Civil) 8,44,230 6,92,173 BE (Civil) 0 185 Mukhopadhyay Asim 47 Head (CVBU Business Planning - Corporate) 25,85,236 17,20,924 M.Com., CA, ICWA, CS 25 186 Mukhopadhyay Tapan 54 Head (PCBU Business Planning) 34,80,919 22,62,416 B.Sc.,CA Inter, ICWA 27 187 Mulherkar Surendra* 60 Deputy General Manager (New Projects) 23,43,757 13,25,271 BE (Mechanical) 37 188 Nagarajan J* 60 Divisional Manager (Prodn.) 17,71,559 8,34,391 SSC 45 189 Nagarajan R* 60 Assistant General Manager (Finance) 13,69,583 8,98,053 ME (Mechanical) 38 190 Nagarkar Shirish* 38 Divisional Manager (Auto Projects) 9,24,356 7,09,092 BE (Mechanical) Diploma (Mechanical) 17 191 Nagbhushan Gubbi 48 Head Engineering (Passenger Cars), ERC 38,38,237 24,17,660 B.Tech (Mechanical) 27 192 Nagpure Dinanath* 60 Master - Craftsman 12,40,589 7,96,776 NCVT (Tool Maker), SSC 41 193 Naik Ashok 57 Assistant General Manager (Auto Projects) 25,39,048 16,60,301 BE (Mechanical) 36 194 Naik Dileep 51 General Manager (NPI - SCV & Aggregates) 43,13,962 27,52,660 BE (Mechanical), DBM 28 195 Naik Satish* 60 Assistant General Manager (Auto Prodn.) 14,35,952 9,10,146 BE (Mechanical) 36 196 Nargund Riaz* 60 Assistant General Manager (Auto Prodn.) 25,58,977 14,15,867 NAC / NCVT / ITI (Others) 41 197 Nijhawan S 47 Assistant General Manager (Sales & Mktg.) PCBU-IB 24,93,941 15,77,876 B.Sc (Mechanical Engg.) 26 198 Noronha V 51 Head (Defence Business) 38,10,921 24,14,159 BE (Mechanical) 29 199 Ojha Chitta* 60 Junior Ofcer 3,87,578 3,17,201 SSC 42 200 P Vijaykumar . 56 Head (Organisation & Dealer Development) 28,13,090 18,88,315 B.Com. PGDBM 35 201 Pable Ramesh 58 Deputy General Manager (South Africa Proj.) 30,69,017 19,42,218 DME (1968), AMIE - (1978), DBM (1988), MIE (1993) 39 202 Padhye Shantanu* 39 Head (Marketing) - LCVs 5,10,689 4,52,808 Diploma in Mechanical Engg., BE (Mechanical) 16 203 Padliya Suresh 57 Assistant General Manager (PTP & A) 28,89,478 18,20,722 MA, Diploma (Mechanical) 38 204 Pal Amitabha 59 Senior General Manager (PP, Serv Purch &ICR) 51,67,702 31,74,125 BE (Mechanical), PGDBM, ICWA 37 205 Pancholi Rajendra 58 Deputy G M (Hosp. Admn., Paediatrics & Diag Srv) 26,80,076 17,38,057 B.Sc (Science), MBBS MD (Paediatrician) 33 206 Pande Harish 55 General Manager (Production Engg.) 35,75,929 23,11,305 BE (Electrical) 34 207 PANDEY J K* 60 Junior Ofcer 3,00,191 2,88,484 SSC 32 208 Pandit Vijay 58 Deputy General Manager (Prodn.) PE 30,42,040 19,32,248 BE (Mechanical) 38 209 Panigrahy Simanchala 51 Head (Bus - Customer Care) 28,33,294 18,61,566 B.Sc., B.Tech (Automobile) 27 210 Pant Rajiv 46 General Manager (Cab Design) 27,57,254 18,32,182 BE (Mech), DBM, MS (Mechanical) 17 211 Paralkar Manohar* 60 Senior General Manager (Corporate HR) 1,10,27,441 62,18,255 MA (Social Work) 38 212 Parange Subhash* 60 Manager (Production) 10,04,954 6,53,399 BA (Economics), NAC / NCVT / ITI (Milling) 39 213 Parasharami Anil 55 Deputy General Manager (B E S ) 34,05,612 21,98,225 BE (Metallurgy), DBM 32 214 Parekh Bharatkumar 52 Chief (Strategic Sourcing) 59,68,246 37,77,444 B.Tech (Mechanical), PGDBM 29 215 Pargaonkar Digambar 58 Deputy General Manager (Auto Production) 27,86,608 17,63,868 Diploma (Mechanical) 39 216 Patankar Deepak 40 Assistant General Manager (Mfg.) - Weld Shop 24,19,667 15,76,875 DBM/MMS (Finance) BE (Mechanical) 19 217 Pathak Uma* 60 Manager (CEM - Materials) 11,43,674 7,64,597 Diploma (Mechanical) 41 218 Pathak Vinay 39 Chief Operating Ofcer (TMML) 30,30,825 19,29,560 B.Tech (Metallurgy) 16 219 Patil Ganesh* 60 Miller 2,25,712 1,83,998 SSC 34 220 Patni Tilok* 60 Head (Manufacturing Operations) 76,00,397 41,59,426 BE (Mechanical) 38 221 Patwardhan Dilip* 57 Manager (Q A) 12,21,952 8,44,586 SSC 35 222 Paul Amit 57 General Manager (Corporate Finance) 33,92,048 21,90,140 B.Sc (Physics), CA, MBA (Mgmt), PGDBM 30 223 Pavithran Theendakkara* 60 Manager (Materials) 8,04,347 5,39,634 FTA (Turning) 41 224 Pavnaskar Sharadchandra* 60 Assistant General Manager (Systems) 23,42,572 13,71,748 ME (Electronics) 36 225 Phadke Ajay* 37 Senior Manager (Technical Services) 7,64,645 6,30,481 MMS / BE (Mechanical) Diploma (Business Management) 14 226 Phalke Abhay 51 Head (Shared Services) 52,56,918 33,28,239 B.Com., MBA (Mgmt) 29 227 Pillai M* 60 Area Service Manager (Kochi) 19,37,808 11,72,902 FTA (Mechanical) 42 228 Pillay Krishnan* 60 Divisional Manager (Q A) 18,32,730 10,55,354 Diploma (Mechanical) 37 229 Pisharody Ravindra 52 Vice President (Sales & Marketing) CVBU 3,095,303 19,27,071 B.Tech (Electronics), PGDM (Mktng. & Info Sys) 29 230 Prasad Arun 54 General Manager (Auto Production) 37,67,404 23,74,256 B.Tech (Mechanical) 34 231 Prasad Krishna* 60 Manager (Maintenance ) 10,79,637 7,11,179 Diploma (Mech.) 41 232 Prasad M 52 Deputy General Manager (Finance) 32,09,971 20,75,800 M.Com (Taxation Law), Diploma (Mgmt.) 17 233 Prasad P V S 40 Head (Aggregate Business) 27,24,551 17,88,823 B.Tech (Mechanical), MBA (Marketing) 17 234 Prasad S N* 60 Senior Ofcer 5,02,527 4,08,016 SSC 43 235 Prasad V 42 Deputy General Manager (NPI) FBV 31,15,694 20,14,771 M.Tech - Tools Design 19 236 Pundlik S 48 Deputy General Manager (Legal) 27,47,123 17,85,666 B.Com, LLB 29 237 Puri A 53 Senior General Manager (Govt Affairs & Collab) 44,81,284 27,18,143 B.Tech (Electrical) 33 238 Radhakrishnan K 53 Assistant General Manager (Q A) 28,16,804 17,62,625 B.Sc, BE (Mechanical) 29 239 Ragunathan S 51 Deputy General Manager (PCBU IB) 25,88,691 17,59,036 B.Sc (Physics), DMIT (Automobile Engg.) 29 240 Raina Sunil 48 Assistant General Manager (QA) 25,16,751 16,32,881 B.Sc Engg. (Metallurgy), ME (Metallurgy) 25 241 Raipurkar Anil 59 Deputy General Manager ( Materials ) 26,26,887 16,63,797 B.Sc, BE (Mechanical) 34 242 Raja Rao Manchi* 60 Vice President(Manufacturing) Pune 1,10,32,997 59,39,565 BE (Metallurgy) 38 243 Raje Suhas 55 Deputy General Manager (Human Resources) 30,45,770 19,21,161 B.Com., Masters Equivalent (Labour & Welfare) 30 244 Rajurkar Nitin 46 General Manager (Tech. & Prod. Services) 34,06,605 22,10,397 BE (Mechanical), PGDM 27 245 Ramakrishnan C 52 Chief Financial Ofcer 1,10,25,529 68,68,729 B.Com., CA, ICWA 28 246 Ramakrishnan R 44 Head - Sales & Mktng(Med & Heavy Trucks) 48,82,167 30,31,702 BE (Mechanical) 23 247 Rao Palteru* 60 Senior Manager (Matls) 8,89,600 6,79,783 Diploma (Business Management) 35 248 Ravishankar C* 51 Assistant General Manager (Finance & Accounts) 22,98,660 13,87,179 B.Com, CA 23 249 Ravishankar S 54 Senior General Manager (Engg. Systems, ERC) 49,05,469 30,93,958 B.Tech (Mechanical) 32 250 Ray Debasis 43 Head (Corporate Communications) 42,22,772 26,53,793 MA (Arts) 23 251 Ray Manitosh 59 General Manager( Medical Services ) 36,07,662 22,57,260 MBBS, FRC (Medicine) 29 252 Ray Pabitra* 60 Deputy General Manager (Jsr Fin., Busi. Plg. & Taxn.) 25,77,551 15,41,796 B.Sc., LLB, CA 34 253 Renavikar Atul 37 Deputy General Manager (Auto Prodn.) 36,23,211 23,45,087 BE (Mechanical), PGDM 17 254 Routray Sushant 48 Deputy General Manager (HR & PSD) 30,59,834 19,37,436 BE (Mechanical), M.Tech (Industrial & Mgmt. Engineering) 27 255 Roy Dipankar* 57 General Manager (Quality Assurance) 32,24,957 17,48,499 B.Tech (Metallurgy), PGDM (Business Management) 34 256 Roy Samaresh 55 General Manager (Finance) 32,78,989 20,94,232 B.Sc., CA, PGDBM 29 257 Ruikar Arvind 54 Deputy General Manager (Auto Production) 24,22,586 16,07,934 BE (Mechanical) 31 258 S Ramanathan 59 Regional Manager - Customer Care (North) 29,84,096 19,15,600 BE (Mechanical) 34 259 Sagu Iqbal* 60 General Manager (Maintenance) 39,77,795 22,19,371 BE (Electrical) 37 260 Sahay Joseph* 60 Divisional Manager (IR-Mfg. Support Serv.) 24,49,435 14,64,668 BA, PGDM (IR) 38 261 Sahoo Basanta* 52 Senior Consultant (Paed ) 11,25,388 8,77,180 MBBS, MD (Paediatrician) 23 262 Sait Zackria* 60 Vice President (Technical Services) 70,77,126 39,27,591 B.Tech (Mechanical), PGDBM 37 263 Saksena S 49 Head (UV Product Group) 45,59,859 29,05,352 B.Tech (Mechanical), PGDM (Fin.), Diploma (Fin.) 28 264 Saldanha David 46 Head (European Operations) PCBU IB 33,54,619 20,91,874 B. Com 37 265 Salian U 57 Assistant Genera Manager (Defence Contract Admn.) 24,19,390 15,26,819 B. Com, LLB (General), DTM 38 266 Samanta Lalitendu 42 Head - Human Resources 27,37,504 18,30,068 PGHRM 22 02.07.1982 01.03.1977 19.12.1977 01.07.1991 06.11.1974 19.04.2002 01.01.1964 07.09.1970 11.09.1973 12.02.2008 07.06.2001 01.12.1981 12.10.1970 07.11.1962 02.05.1975 01.07.1990 01.07.1981 01.07.1966 01.12.1975 01.05.1981 15.10.1976 01.01.1966 12.07.1982 01.07.1979 01.01.1965 01.02.2005 18.08.1969 26.12.2002 10.06.1974 18.05.1971 26.10.1979 02.08.1974 01.10.1975 12.10.1970 02.01.1981 21.06.2005 05.03.1974 11.04.1968 01.09.1976 10.05.1980 13.10.1973 01.07.1989 04.01.1966 01.07.1992 29.01.1973 11.01.1972 26.04.1972 23.08.2000 01.01.1966 12.08.1971 23.09.1994 25.07.1979 01.01.1966 09.04.1970 17.09.2007 02.08.1974 01.01.1966 15.04.1991 24.05.1991 01.01.1964 04.07.1989 04.01.1983 01.08.1975 05.12.1984 15.11.1979 14.07.1983 01.10.1974 13.04.1970 02.01.1981 01.11.2002 27.11.1980 08.11.1985 22.09.1972 01.02.1992 02.07.1976 01.07.2005 01.10.1986 31.10.1980 22.07.1991 20.07.1981 24.09.1973 28.11.1979 01.07.1977 22.11.1979 13.04.1970 05.02.1974 30.11.1987 17.05.1971 15.11.1980 01.01.1987 03.11.1969 06.04.2005 SICOM, Dev Ofcer 1 year Vanaz Engineering Jr. Engr. 5 years Bajaj Tempo Pune Divisional Manager 14 years Hindustan Motora Ltd., 2 years SAIL, Bokaro Steel Plant, Deputy Chief Finance Manager 18 years Rallies Machine Ltd. Kosmek Plastics Manufacturing Limited 6 years Cooper Engineering Limited 3 years Bajaj Tempo Limited,- Jr. Engr. 1 year Bajaj Auto Limited 5 years Tata Finance Ltd., Finance / PC Finance 5 years Bajaj Auto Limited 3 months Mahindra Gujarat Tractor Ltd. DGM (Marketing) 11 years Sanes Varicon Pvt Ltd., 2 years MG Institute of Medical Science, Medical Services 2 years Kirloskar Cummins, Pune 3 weeks Ford Motor Company,Design 11 years Tata Relief Committ, HR / PSD / Safety / IR 1 year New Standard Engg. Co. Ltd., 1 year K S Diesels Ltd,GET 6 month Vehicle Research & Development, 1 year Hindustan Aeronautics Ltd., Fresh Graduate 1 year Tata Iron & Steel Co Ltd. - Senior Divisional Manager 19 year BP Singapore Pte Ltd. Global Marketing Manager 3 year Hindustan Lever Ltd., Hyderabad Accounts Ofcer 1 year Collectorate of Central Excise & Customs, Pune Inspector 3 years Hindustan Motots Limited 5 years Consolidated Pnematic Tool Company, Pers & Welfare Ofcer 3 years Mahindra & Mahindra Ltd. DGM 7 years Balmer Lawie & Co. Trainee 1year Tata Finance Ltd. General Manager (Remedial Measures) 13 years Hindustan Lever Ltd., P R/ Mass Comm Corp Comm Manager 15 years Coventry Area Health Authority,UK Registrar 6 months P Mukherjee & CO, Finance Partner 1 year Lovelock & Lewes Assistant 4 months M/s. Spheroidal Castings, Chennai Works Superintendent 9 months Catholic Relief Services Field Ofcer 3 years & 6 months ESI Hospital, Govt of Orissa Paediatric Specialist 3 years & 4 months Titan International Mktg Ltd., London 16 years MINDA Head HR 18 years

Date of Joining

Last Employment. Designation/Period

Sr Name Age Designation / Nature of duties No. (Years) 40,52,379 26,50,413 29,92,855 25,49,778 59,24,848 26,97,815 28,47,969 24,41,482 13,39,468 29,08,315 26,92,384 28,30,942 39,50,694 41,02,501 3,01,223 17,76,408 53,11,975 32,42,503 25,90,627 33,02,447 31,44,481 31,99,279 41,93,026 15,69,518 6,70,602 24,34,319 26,33,089 2,92,132 30,90,059 12,70,306 25,04,952 41,68,573 7,83,673 4,50,670 26,21,864 9,37,801 25,98,346 3,34,994 26,73,816 36,22,472 31,24,002 41,64,868 71,06,348 30,71,982 44,68,595 28,38,632 30,55,429 32,54,838 20,01,349 30,41,455 94,29,909 26,70,903 33,53,916 1,99,99,154 31,00,337 66,73,672 15,20,546 8,26,586 59,58,422 33,25,190 18,77,634 26,13,932 24,20,707 6,28,597 13,45,986 29,41,015 19,66,744 8,01,095 9,10,509 68,37,161 31,52,270 31,23,091 12,22,956 13,61,246 21,81,308 31,62,927 69,21,620 26,54,113 14,92,057 39,59,975 36,95,907 24,26,551 30,48,053 14,04,761 20,52,989 43,28,575 17,06,982 9,59,696 24,84,379 23,94,374 15,96,675 19,21,314 Diploma (Mechanical) BE (Electronics) M.Com, Diploma (Mktg. & Advt.) B.Tech (Mechanical), PGDBM Diploma (Computer), BE (Mechanical) Diploma (Mechanical) BE (Mechanical), PG Dip. in Mfg. Mgmt., Dip. in Business Mgmt. BE (Mechanical), MBA (Mktg.), PG Diploma in Engg. (Computer) BE (Mechanical) BA (Arts), Diploma(Ind Mgmt.) 40 34 30 39 26 16 15 26 33 02.05.1978 02.08.1974 25.10.2000 27.06.2001 18.09.1981 15.07.1992 03.05.1993 10.03.1982 08.07.1998 Karnataka State Road Transport Corp.,- 9 years Philips India Ltd., National Sales Manager 2 years Mahindra & Mahindra Limited Head Sp Projects 2 years J M Marshall - Marketing Engineer 2 years Tata Infotech Ltd. Deputy Director (Admn.) 9 years 25,97,189 17,26,452 18,77,326 16,74,398 37,68,626 17,07,120 18,65,881 16,16,685 8,19,533 19,03,791 17,38,057 17,78,497 25,16,205 25,79,825 2,72,940 11,59,199 34,10,561 20,48,840 16,62,190 20,61,024 19,68,530 20,03,396 25,89,746 9,17,705 5,31,889 14,89,596 15,70,423 2,59,035 19,33,540 8,57,692 15,83,096 26,56,519 6,56,591 3,66,356 17,06,848 6,73,837 16,19,314 3,18,251 18,21,124 23,45,221 19,81,048 25,93,006 45,34,478 20,09,085 28,40,754 18,46,231 19,88,553 18,63,463 12,60,152 19,63,095 59,85,930 17,30,725 20,98,042 1,51,95,795 19,70,925 41,92,697 11,31,520 6,54,159 33,55,422 21,08,216 13,66,380 17,19,812 15,52,028 5,15,533 8,22,865 19,26,264 12,02,173 6,07,588 6,83,019 43,01,622 20,25,176 28,02,274 9,33,267 7,84,052 BE (Mettallurgy), MBA, LLB B.Com., ICWA BE (Mechanical), MMS (Management) M.Tech (Mechanical), Aircraft Prodn. Engg. BE (Mechanical), ICWA B.Sc (Mathematics), BE (Metallurgy) BE (Mechanical) B.Sc Engg. (Mechanical) HSC BE (Mechanical), M.Tech (Mechanical) BE (Mechanical) B.Sc (Science) PGDM - IR BE (Mechanical), MMS (Mktg.) B.Com, LLB, CS BE (Electrical) Diploma (Mechanical) B.Tech (Metallurgy), Diploma (Modern Languages) B.Tech (Mechanical), PGDM BE Hons. Chemical Engg. HSC NAC / NCVT / ITI B.Sc (Mathematics), BE (Mechanical) BE (Mechanical), PGDBM Diploma Equivalent (Mechanical) NAC /NCVT / ITI (Others) BE (Mechanical), MMS (Operations) B.Sc Engg. (Production), PGDM BE (Electronics and Power) BE (Electrical) BE (Mechanical) B.Tech (Production) B.Sc Engg. (Electrical), PGDBM BE (Mechanical), MBA (Marketing) B.Sc (Part-I), Diploma (Mechanical) M.Tech (Systems), B.Sc. Engg. (Mechanical) Diploma (Mechanical) B.Com, PGDM SSC, Certicate (Foremanship) B.Sc Engg. (Mechanical) B.Sc (Mechanical) B.Sc Engg. (Production) B.Sc Engg. (Mechanical), PGDBM B.Tech (Mechanical), PGDBM MSc (Mechanical Engg.), CFA B.Sc., BE (Electrical) B.Sc (Physics), DMIT (Automobile Engg.) BE (Mechanical) B.Tech (Metallurgy), Diploma in Industrial Management AMIE, DBM, Diploma (Mechanical) BE (Mechanical) B.Sc (Bot), MBA, Fellow (IIMA) M.Sc (Stat), PGDM (Finance) BE (Mechanical) BE (Mechanical), PGDBA B.Com, CA BE (Mechanical), Chart Mgmt Accountant (UK), PGDBM B.Com., CA, ICWA B.Sc Engg. (Mechanical) B.Sc, Diploma (Automobile) BE (Production) B.Com., CA, ICWA B.Tech (Mechanical) B.Tech (Mechanical), MBA (Marketing) BA (Arts) SSC BA., PGDBM AMIE (Electrical), Diploma (Electrical) HSC MA (History), LLB BE (Mechanical), MBA BE (Mechanical) M.Sc., B.Tech (Mechl), MBA (Fin.) B.Sc, B.Tech (Automobile) SSC 25 31 33 22 32 28 27 18 43 25 16 33 18 23 8 39 36 24 14 37 37 30 38 42 41 19 36 12 38 22 19 32 14 41 33 42 29 34 22 32 34 33 32 26 35 30 17 37 39 32 23 26 37 39 35 35 16 11 37 32 12 27 19 35 43 16 37 33 38 17 34 6 13 40 01.07.1983 19.03.1981 07.08.2006 21.10.1994 02.07.1976 01.07.1980 02.11.1981 02.07.1990 05.11.1964 14.07.1983 01.07.1992 01.07.2000 01.06.1990 03.07.1995 07.07.1999 16.01.1976 06.09.1972 19.04.2004 01.06.1994 06.07.1974 06.07.1974 11.05.1981 24.11.1970 01.01.1965 07.01.1966 25.04.1996 07.10.1974 07.11.2005 12.10.1970 05.08.1986 01.07.1989 12.11.1976 01.07.1993 01.01.1966 05.09.1979 01.01.1965 13.10.1983 28.09.1973 05.08.1986 01.12.1976 01.11.1974 07.11.1975 02.08.1976 12.07.1982 09.12.1972 15.12.1978 01.07.1991 15.12.1971 29.07.1974 01.08.1976 17.08.2005 17.06.1982 15.12.1971 01.06.1972 01.08.2000 02.09.1972 27.06.1995 01.07.1996 08.10.1974 17.03.1976 01.11.1995 01.06.1981 21.06.2004 15.03.1974 02.01.1964 29.07.2004 27.10.1977 26.08.1974 03.10.1983 01.06.1991 25.05.1977 05.01.2004 13.07.1994 16.07.1969 Indian Iron & Steel Co. Tata Precision Industries Pvt. Ltd., Manuf / Prodn / Operations 8 years Hindustan Motors Ltd., HR / PSD / Safety / IR 2 years Tata Oil Mills Co.Ltd Company Secretary 1.5 years Accurate Engineering Company Pvt.Ltd., 7 years Eicher Goodearth Ltd., Sales & Marketing 12 years Hindustan Motors Senior Manager 10 years Escorts Limited 2 years Escorts Ltd., 3 years Bajaj Tempo Limited, - Jr. Ind. Engr. 3 years Mahindra & Mahindra Ltd., Mumbai Section Engineer 7 years Hindustan Motors Ltd., Hooghly QC Engineer 2 years & 8 months Mahindra & Mahindra-Deputy Manager 5 years & 2 months Hindustan Steel Works Construction Ltd., 3 years Indian Army (Ministry of Defence),- Adjutant (Captain) 4 years Ex-Cell-O India Ltd. Engineer 11 months Hindustan Fasteners Pvt. Ltd., Mgr QC -1 year Mahindra & Mahindra Ltd., - VP-HR & Eng. Appl Business 5.5 years Sah & Sanghi Mgmnt Trainee 1 year Larsen & Toubro Ltd., Manuf/Prodn/Operations 3 years TISCO, AGM(Accounts) 20 years Mangalam Timber Products Ltd., Kolkata Assistant Mgr (Accounts) 2 years Hindustan Motors Ltd-Foreman- 3 years SOMC Euro RSCG India, Finance / Price Panel 1 year Madras Fertilizers Ltd.,Plnt Servs/Maint/Constr 5 years Central Bank of India Legal Assistant 14 years Tata Industries Ltd,Planning / Bus Developmt 5 years Kattabomman Transport Corporation Ltd. Assistant works Mgr. 3 years A.T. Kearney, New Delhi Consultant 2 years Jayprakash Motor Works 2 years

Gross Net Qualications Remuneration Remuneration Rs. Rs.

Experience (years)

Date of Joining

Last Employment. Designation/Period

267 268 269 270 271 272 273 274 275 276 277 278 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 308 309 310 311 312 313 314 315 316 317 318 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 348 349

Sastabhavan Jyotindran Sastry Praturi Sathe Shreeram Savarkar Mohan Saxena A. Saxena Prashant Sehgal S Sekhar S Sen Gupta Bhaskar* Sen Keshab Sengupta B Sengupta Dilip Seth N Sethna H Shah Hetal* Shaligram Prakash* Shankar P Shankar R Sharma Ashish Sharma Ashok Sharma Narnarain Sharma Prakash Sharma Shyam Sharma Shyam* Sharma Yogendranath* Shet V Shisodia Ranjeet* Shivarkar Ashish* Sidhaye Avinash Singh Alok* Singh Anal Singh Anil Singh Anupam* Singh Bachchu* Singh Mohan Singh Nag* Singh Perminder Singh R* Singh Yatneshwar Sinha A Sinha Prabhat Sinha Pravin Sinha Vikram Somaiya V Sreenivasan K* Sreeraman S Srivastava N Sthalekar M* Swaminathan Balasubramanian* Swaminathan Lingam Tambe Sangram Tata D* Tawade Jaywant Telang Prakash Thakur Diwa Thakur R* Thoria D* Tiwari Sunil* Tiwary Sarbeshwar* Trivedi Anilkumar Trivedi Pavan* Uchil Ravi Ulabhaje Aniruddha Umalkar Satchitanand* Unnithan Neelkantan* Uppalapati Tilothama V Sadagopan* Vaddadi Dasaradhi* Vajifdar P* Vas Eric Venkatachalam S Venkataraman Ajit Venkataraman R* Venkataraman Venkataramasubramania* Venkatesha K* Venkatraman Chittur Verma Prem Vikram S Vitonde Milind* Wagh Girish Wasan R Wilson Jayakaran Woodman R

45 53 55 44 51 51 47 39 60 45 38 56 40 44 30 60 58 45 46 57 56 51 58 60 60 43 60 36 59 45 43 54 38 60 55 60 53 60 43 55 57 55 54 48 57 53 39 60 60 59 50 48 58 60 59 59 41 36 60 54 37 50 40 60 60 42 60 60 59 41 58 38 36 60

General Manager (Strategic & Business Plng.) Assistant General Manager (Finance) Chief Operating Ofcer Assistant General Manager (Logistics) Plant Head - Lucknow General Manager (Materials & Supply Chain) Head (TSS Delhi) Assistant General Manager (Mktg. Services) CVBU IB Manager (Maintenance, Forge) Regional Manager - Customer Care (South) Regional Manager (SAARC & Myanmar) General Manager (Small Car - HR & Admin.) General Manager (Car Product Group) Company Secretary Manager (Maint) Senior Manager (Q A) Head (CVBU International Business) Regional Manager (CVBU) - South Assistant General Manager (Sup. Chain & Sourcing) FBV Assistant General Manager (Design) Assistant General Manager (Design), PE Assistant General Manager (Auto Projects) Head (Customer Service) Senior Manager (Plant Engg.) Assistant Manager (Maint) Assistant General Mgr (Coll. & Imports - PCBU&ERC) Assistant General Manager (Town Admn) Senior Manager (Elect. Maint. ) Deputy General Manager (Auto Prodn.) Assistant General Manager (Forge) Assistant General Manager (Maint. - Engine) General Manager (Materials, ADD & SQIG) Regional Manager (PCBU - Northern Reg) Senior Ofcer DGM (Engine, Forge & Foundry) Manager (Plant Engg.) Assistant General Manager (Security & Town Admin.) Junior Ofcer Assistant General Manager (Marco Polo) Deputy General Manager (Fleet Sales) Deputy General Manager (Truck Fact & Veh. Desp.) General Manager (Manufacturing) Head (Customer Support) - PCBU General Manager ( Treasury) Head (CRM & DMS Project) Deputy General Manager (Customer Care & DQCTC) Head - Sales & Marketing (Buses) Deputy General Manager (Spares)PCBU Intl.Bus. Divisional Manager (Vendor Development) Deputy General Manager (QA) Vice President (Human Resources) Deputy General Manager (IB - Operations) General Manager (New Projects) Executive Director (Commercial Vehicles) General Manager (Finance) Vice President (MDs Ofce) Regional Manager (Africa) Senior Manager (Engine) General Manager (QA ) Deputy General Manager (Auto Prodn) Assistant General Manager (CVBU Business Plg) Head (Mktg. Services) PCBU Intl. Business Assistant General Manager (Pricing) Manager (Materials) Divisional Manager (P S) Head (Marketing Communications) - CVBU Divisional Manager (Project) Manager (Transport) Deputy General Manager (Law) Head (Corporate Planning) Head (Customer Care - M & HCV Trucks) CEO - Tata Motors (Thailand) Ltd. Divisional Manager (Annual Maint. Contract) Senior Manager (P P & C)

60 57 50 59 44 37 42 48 58

Divisional Manager (Vehicle Service) General Manager (Elect. & Electronics) ERC Head - Sales & Marketing (LCV & SCV) Senior General Manager (HCV & Jamshedpur ERC) Divisional Manager (Transmission) ERC Head (Small Car Project) Regional Manager (CVBU) - West Deputy General Manager (Manufacturing - Engines) General Manager (Administration)

Notes:-

(1) (2) (3) (4) (5) (6) (7) (8)

The Gross remuneration shown above is subject to tax and comprises of salary, allowances,monetary value of perquisites as per Income-tax rules and Companys contribution to provident fund, pension fund and superannuation fund. In addition to the above remuneration, employees are entiltled to gratuity, medical benets, etc. in accordance with the Companys rules. The net remuneration is arrived at by deducting from the gross remuneration, income-tax, Companys contribution to provident fund, pension fund, superannuation fund and the monetary value of non-cash perquisites, wherever applicable. The remuneration as disclosed above, includes performance linked payments for employees for the previous year, which were approved by the management during the year. All the employees have adequate experience to discharge the responsibilities assigned to them. The nature of employment in all cases is contractual. None of the employees mentioned above is relative of any Director of the Company. Asterisk against a name indicates that the employee was in service only for a part of the year.

On behalf of the Board of Directors Ratan N Tata Chairman

Mumbai, June 3, 2008

27

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

MANAGEMENT DISCUSSION AND ANALYSIS

1. Business Overview The Indian economy remained in high growth phase but witnessed moderation in GDP growth to 9% in FY 07-08 as compared to over 9% growth achieved in the previous two years. The commercial vehicle industry which grew by over 33% in FY 06-07 was impacted by moderation in economic growth as well as substantial reduction in vehicle nancing and posted a 8.1% growth this scal. The passenger vehicle industry also witnessed a slowdown but managed to grow by 11.1% by increasing discounts on mature products, launching new models and due to reduction in excise duty announced by the government in Budget during February08. Vehicle exports also grew, albeit at a slightly lower rate of 11.9% as compared to 14.8% witnessed in the previous year. The Company recorded a sale of 5,85,649 vehicles, a growth of 0.9% over last year. Introduction of a new range of products and impressive performance of TATA Ace helped the Company to grow by 5.5% in commercial vehicles. In passenger vehicles, the Company witnessed a 5.4% decline due to ageing of some products and increase in the intensity of competition in the car segment. The Companys vehicle exports grew by 2.2% to 54,659 vehicles during the year. The industry performance during FY 07-08 and the Companys share is given below:Category Total Industry Sales (Nos.) 2007-08 2006-07 Growth Commercial Vehicles* 5,58,977 5,17,327 8.1% Passenger Vehicles 17,50,347 15,75,235 11.1% Total 23,09,324 20,92,562 10.4% Total Company Sales (Nos.) Company Market Share (%) 2007-08 2006-07 Growth 2007-08 2006-07 3,52,785 3,34,238 5.5% 63.2% 64.7% 2,32,864 2,46,042 -5.4% 13.3% 15.6% 5,85,649 5,80,280 0.9% 25.4% 27.8%

* including Magic & Winger sales Source: Society of Indian Automobile Manufacturers report and Company Analysis

2. a.

Industry Structure and Developments Commercial Vehicles The domestic commercial vehicle industry grew by 6.9% as compared to over 33% growth achieved in the last scal. The commercial vehicle sales were impacted by slowdown in economic growth, poor credit availability for purchasing vehicles, hardening of interest rates and increase in fuel prices. The industry performance during FY 07-08 and the Companys share is given below:Domestic Category M&HCV LCV* Total CV Industry Sales (Nos.) 2007-08 2006-07 Growth 2,70,994 2,75,556 -1.7% 2,28,984 1,92,234 19.1% 4,99,978 4,67,790 6.9% Company Sales (Nos.) 2007-08 2006-07 Growth 1,65,619 1,72,842 -4.2% 1,47,316 1,25,744 17.2% 3,12,935 2,98,586 4.8% Company Market Share (%) 2007-08 2006-07 61.3% 62.9% 64.3% 65.4% 62.7% 64.0%

* including Magic & Winger sales Source: Society of Indian Automobile Manufacturers report and Company Analysis

The Company achieved an all time high commercial vehicle sale of 3,12,935 vehicles, an increase of 4.8% over the previous year. The M&HCV segment witnessed contraction due to adverse economic trend, lack of nancing as mentioned above and due to depletion of one time demand created last year by strict enforcement of overloading restrictions. The Company, being the largest player in this segment, was impacted by these factors and constraints in supply of certain components/parts in the earlier part of the year. Strengthening of in-house vehicle nancing by the Company could not fully offset the decrease in credit availability from outside sources. The Company launched many new M&HCV products during the year which would enable the Company to improve its position going forward. In the LCV segment, the continuing strong performance of the TATA Ace, launch of 1Ton and CNG versions in the goods carrier segment and introduction of two new passenger carrier products Magic and Winger helped the Company to grow its sales by 17.2%.

28

The Company is enhancing its production capabilities at its 3 existing plants and is setting up capacities at Uttarakhand for Ace as also through joint ventures with international partners-Marcopolo SA, Brazil (new plant at Dharwad) and Thornburi (plant at Thailand). The sales and service network set-up, which is the largest in India today, is also been expanded in line with product requirements. Passenger Vehicles Amidst moderation in economic growth, a high interest rate regime and tightening of the liquidity position, the domestic passenger vehicle industry was able to grow by 11.3% to an all time high of over 1.5 million vehicles, albeit at a lower growth rate than 21% of the last scal. The Industrys growth rate in fact fell to single digit in the last four months of the scal. Growth was primarily driven by new launches and discounts on existing volume models. Along with two wheelers, entry level cars (price point below Rs 3 lacs) declined by 2%. The luxury segment however doubled in size to over 5,000 vehicles and was immune to the slowing market conditions. Of over 90 models in the industry, the top 10 constitute 65% of the industry sales. The industry performance during FY 07-08 and the Companys share is given below:Domestic Industry Sales (Nos.) Company Sales* (Nos.) 2007-08 2006-07 Growth 1,38,916 1,46,018 -4.9% 31,439 34,310 -8.4% 47,700 47,892 -0.4% 2,18,055 2,28,220 -4.5% Company Market Share* (%) 2007-08 15.0 32.4 20.1 14.2 2006-07 17.5 39.0 22.1 16.6 2007-08 2006-07 Growth Category Small car (Mini + Compact) 9,28,690 8,32,172 11.6% Entry Midsize car 97,033 88,056 10.2% Utility Vehicle/SUV 2,37,724 2,16,960 9.6% Total Passenger Vehicles# 15,31,929 13,76,783 11.3%

b.

# including all segments * including Fiat branded cars Source: Society of Indian Automobile Manufacturers report and Company Analysis

After six years of consecutive growth, the Companys passenger vehicle sales decreased marginally by 4.5% to 2,18,055 vehicles (including 3,297 Fiat branded vehicles) and the Company had a 14.2% share in the passenger vehicle market between TATA and Fiat branded vehicles. The number of models in the Small car segment nearly doubled with several new launches to a play of 14 models and grew by 11.6%. It continues to hold over 60% of share of the industry. All incumbent models which saw no product intervention registered decline in volume and market share, including the Indica, whose sales declined by 6.3%. The segment beneted from a reduction in excise duty by the Government from 16% to 12%. Indicas market share at 14.6% was augmented by an increase in Fiat Palios share to 0.4% in the segment. The Companys position weakened on account of delay in the actual launching of its new hatchback which is due to be introduced in the current nancial year. The Entry mid size segment which had seen decline for two years grew by 10.2%, aided by new launches by competition. The Indigo range held on to a 32.4% of the market and continued in a leadership position despite a decline in sales of 8.4%, which has been arrested in the last quarter. The Utility Vehicle segment witnessed a 9.6% growth to 2,37,724 vehicles this year. The Companys Utility Vehicle sales were at at 47,700 vehicles and could have been higher but for constraints of initial production ramp up of the Sumo Grande. The Company ended with a 20.1% market share in the year. Safari sales grew by 20.6% to an all time high of 19,078 nos. during the year due to an encouraging response to the new Indigo CS. The Company unveiled Tata Nano - the worlds least expensive car to the Indian and the International Audience in 2008. The production facility at Singur, West Bengal is under construction and is expected to commence commercial production in the last quarter of 2008. The Company will introduce several products from its own portfolio as well as from the Fiat stable in the coming years to address the market demand and consolidate its position. Opportunities and Threats Opportunities Road development: Continued improvement in road infrastructure in coming years is expected to have a positive effect on automobile sales. The Golden Quadrilateral road project was 97% complete as on March 29

3. a)

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited 31, 2008. The North South East West (NSEW) road corridors are expected to be completed by December 2009. Rural connectivities are expected to correspondingly improve which would expand signicantly the population/markets/supply sources participating in the overall economic growth. Improvement in road infrastructure would facilitate faster transportation of goods and passengers, and would in turn create demand for safer, reliable and faster vehicles. The Company is poised to benet from the same as it has a wide range of goods and passenger transportation vehicles ranging from 0.7 Ton load carrier to large haulage tractors (49T) for goods movement, buses and coaches for public transportation and passenger cars and utility vehicles for personal transportation. Car penetration in India: The reduction in excise duty on Small cars announced in the Budget is expected to increase the penetration of cars in the country from 7 per 1,000 people as compared to a higher penetration level in developed and developing markets for example, Germany 550, France 495, Malaysia 253, South Korea 219, Brazil 96 and Thailand 51 cars per 1000 people. India and China (with a car penetration of 6 per 1,000 people) are perceived as highly attractive markets for the global automotive industry. Due to growth in urbanization and expansion of cities, the outlook for growth in passenger car sales remains positive. Increase in income levels: A growing middle income level population, rise in their average income levels, moderation in income tax rates and the recently announced increase in compensation for government employees, all augur well for the automotive industry, both in terms of personal transportation requirements as well as freight movement. Large two wheeler parc/market: India has a 60 million two wheeler parc and an annual sale of over 7.2 million two wheelers. The Company believes that the gap between two wheeler prices and the current entry level car prices offer a huge opportunity for an affordable, safe and comfortable small car with appealing design and features. It is hoped that the TATA Nano would address this huge potential in demand. International business: India continues to be a cost effective source for the automotive industry globally, both for vehicles and components. Indias manufacturing base will benet from these scale economies and technology/quality improvements. The Companys exports currently constitute 9.8% of the total sales value and has opportunities to increase signicantly, particularly with the new and contemporary product offerings in commercial vehicles and passenger cars. The Company is also setting up / exploring manufacturing footprint overseas that would combine these advantages with local operations and sourcing in these markets. Growing consumer culture: The demand for a better lifestyle has enhanced consumption levels and rapid growth in several areas like retail chains, cellular phones and cable and satellite television. The Company, with its wide portfolio is expected to benet from improvement in lifestyle and higher aspiration levels in passenger cars and potential growth in freight movement. Threats Credit unavailability: Further tightening of liquidity position and reduction in exposure to vehicle nancing by banks/NBFCs would have an adverse impact on the automotive industry. Though in-house vehicle nancing has been strengthened by the Company, it would be a challenge for the Company to fully offset the decrease in credit availability from outside sources. Interest rates hardening and other inationary trends: Further hardening of consumer interest rates could have an adverse impact on the automotive industry. Increase in ination could also have a negative impact on automobile sales in the domestic market. Fuel Prices: The international crude prices witnessed steep increase from price levels of $62 per barrel at the beginning to $100-110 per barrel towards the end of the scal. Further hardening of fuel prices would adversely impact the automotive sales. Input Costs: Prices of commodity items like steel, non-ferrous and precious metals and rubber witnessed an upward movement, which was partially offset by the Companys cost reduction initiatives. The price of steel, in particular, has increased by 30% 35% in the last 24 months and is expected to further increase signicantly in the coming year. Whilst the Company continues to pursue cost reduction initiatives,

b)

30

increase in price of input materials could have a negative impact on the demand in the domestic market and/or could severely impact the Companys protability to the extent that the same are not absorbed by the market through price realisation. Government Regulations: Stringent emission norms and safety regulations could bring new complexities and cost increases for automotive industry, impacting the Companys business.WTO, Free Trade Agreements and other similar policies could make the market more competitive for local manufacturers. Global Competition: India continues to be an attractive destination for the global automotive players. The global automotive manufacturers present in India have been expanding their product portfolio and enhancing their production capacities. To counter the threat of growing global competition, the Company has planned to bridge the quality gap between its products and foreign offerings while maintaining its low cost product development/sourcing advantage. Growing consumer awareness: Growing awareness amongst consumers is driving up expectations from automobile companies in terms of providing world class features and technology for which adequate price realization is not always possible. Growth in Mass Transit Systems: The domestic passenger vehicle demand could be impacted by the growth of road and rail based mass transit systems. However, the Company would benet from the road based mass transit system due to its wide range of commercial passenger carriers. Outlook Fiscal 2007-08, the rst year of 11th Five Year Plan saw a marginal fall in GDP growth rate of 9%. In view of the slow down in economy, increase in ination, poor credit availability, hardening of interest rates, rise in prices of input materials, proposed increase in fuel prices and volatility in foreign exchange rates, the commercial and passenger vehicle industry has a challenging year ahead, with pressure on volumes and margins. In this background, the Company has initiated various marketing activities to improve its market share in various segments. In commercial vehicles, the Company has planned growth by introducing new products in M&HCV and LCV segments. A wide range of products were introduced in the latter half of FY 07-08 and more would be introduced in the coming year. In passenger vehicles, the Company introduced new products in a few segments in FY 07-08 and has planned to introduce the next generation Indica and the Nano in this year. The Company has also planned to further strengthen the in-house vehicle nancing to make up for the lack of nance from external sources. The Company has also planned various cost reduction measures to offset, atleast partially, the increase in price of input materials. Financial Performance as a measure of Operational Performance In a challenging environment, the Company has been able to marginally grow its revenues and prots. Whilst the Companys prot after tax improved to Rs. 2,028.92 crores from Rs. 1,913.46 crores in the previous year, the margins were under pressure mainly due to the rising input costs and lower volume growth. The following table sets forth the breakup of the Companys expenses as part of the net revenue.
Percentage of turnover March 31, 2008 March 31, 2007 100 100 73.4 5.4 10.5 89.2 1.7 12.4 2.5 1.0 9.0 72.3 5.0 10.7 87.9 0.9 13.0 2.4 1.1 9.4

4.

5.

Turnover net of excise duty Expenditure: Material (including change in stock and processing charges) Employee Cost Manufacturing and other expenses (net) Total Expenditure Other Income Prot before Depreciation, Interest and Tax Depreciation (including product development expenditure) Interest and Discounting Charges (Net) Prot before Tax

Turnover, net of excise duties increased by 4.6% to another record high of Rs. 28,730.82 crores from Rs. 27,470.03 crores in FY 2006-07. The total number of vehicles sold during the year increased by 0.9% to 31

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited 585,649 units from 580,280 units in FY 2006-07. The domestic volumes increased by 0.8% to 530,990 units from 526,806 units in FY 2006-07, while export volumes increased by 2.22% to 54,659 units in FY 2007-08 from 53,474 units in FY 2006-07. Net Raw Material consumption inclusive of processing charges increased by 6.2% to Rs.21,082.10 crores in FY 2007-08, from Rs. 19,849.04 crores in FY 2006-07. Material Cost as a % of net turnover has increased to 73.4% from 72.3% for the last year. This was largely a result of increase in prices of steel, aluminum, nickel, copper and natural rubber. However, the Company managed to lower the impact through its on going cost reduction programme with initiatives like global sourcing, vendor rationalization and value engineering. Employee Cost increased by 12.9% during the year to Rs. 1,544.57 crores from Rs. 1,368.09 crores registered in the previous year mainly inline with trends in industry and economy. The manpower increased marginally to 23,230 from 22,349 with increases also in exible manpower. Manufacturing and Other Expenses increased by 2.4% to Rs. 3,011.83 crores in FY 2007-08 from Rs. 2,940.53 crores in FY 2006-07. These were 10.5% of net turnover for the year as compared to 10.7% for the previous year. Prot before depreciation, interest and tax increased by 0.5% to Rs. 3,575.50 crores from Rs.3,557.56 crores in FY 2006-07. The margin decreased to 12.4% from 13% in FY 2006-07. Depreciation (including product development expenditure) for 2007-08 increased by 6.8% to Rs. 716.66 crores from Rs. 671.31 crores in FY 2006-07 on account of increase in xed assets. It represents 2.5% of net turnover as compared to 2.4% for FY 2006-07. Net interest cost decreased to Rs. 282.37 crores in FY 2007-08 from Rs. 313.07 crores in FY 2006-07. Despite increase in interest rates and increase in capital expenditure, the reduction was mainly on account of signicant reduction in the Companys vehicle nancing portfolio (on account of securitisation), better working capital management, interest earnings and larger capitalisation of interest in line with the increase in capital expenditure. Prot Before Tax (PBT) of the Company increased by 0.13% to Rs. 2,576.47 crores from Rs. 2,573.18 crores in FY 2006-07. Prot After Tax (PAT) increased by 6.03% to Rs. 2,028.92 crores from Rs. 1,913.46 crores in FY 2006-07. This was mainly on account of a lower tax provision owing to the increase in spend on Research and Development and income from capital gains, which is subject to a lower tax rate. Basic Earning Per Share (EPS) increased by 5.79% to Rs.52.64 as compared to Rs. 49.76 last year. Balance Sheet size of the Company increased to Rs. 15,095.74 crores in FY 2007-08 from Rs. 11,665.72 crores in FY 2006-07. This increase is attributed to signicant capital expenditure incurred by the Company on new products and programmes and strategic investments. As on March 31, 2008, the Ordinary Share Capital of the Company stood at Rs. 385.54 crores as compared to Rs. 385.41 crores as on March 31, 2007. Gross debt (total of secured and unsecured loans) increased to Rs. 6,280.52 crores as on March 31, 2008 as compared to Rs. 4,009.14 crores as on March 31, 2007 as a consequence of higher capital expenditure and investments. Net debt (gross debt reduced by available cash and bank balances and in mutual fund investments) stood at Rs. 3,616.99 crores as on March 31, 2008 as compared to Rs. 3,545.99 crores as on March 31, 2007. Fixed Assets including Capital Work in Progress increased to Rs. 10,452.27 crores in FY 2007-08 from Rs. 6,394.58 crores in FY 2006-07. Investments increased to Rs. 4,910.27 crores in FY 2007-08 from Rs. 2,477.00 crores in FY 2006-07. During the year, the Company continued to make additional long term and strategic investments. The Company further invested Rs. 600 crores in its 100% subsidiary Tata Motors Finance Limited to further strengthen the vehicle nancing activities. The Company also invested Rs. 601.59 crores in Fiat India Automobiles Private Limited for manufacturing Fiat and Tata cars and Fiat powertrains.The Company invested Rs.179.50 crores in the rights issue of securities of Tata Steel Limited. The amount invested in various mutual funds

32

as at March 31, 2008 was Rs. 790.79 crores as against Rs. 51.99 crores as at March 31, 2007 representing surplus cash parked for future use. Net Current Assets decreased to (Rs.272.85 crores) as at March 31, 2008 from Rs. 2,784.05 crores as at March 31, 2007. The Current assets, loans and advances have decreased by Rs. 128.27 crores as compared as at March 31, 2007. The increase in Sundry debtors and Cash and Bank balances, due to higher year end sale and parking of short funds pending utilization, respectively, has been offset by reduction in nance receivables. The Current liabilities have increased by Rs. 2,928.63 crores due to higher volumes at the year end, change in the credit period and increase in the provision for premium for redemption of securities issued during the year. The cash generated from operations before working capital changes and before considering the deployment in the vehicle nancing business was Rs. 2,760.15 crores as compared to Rs. 3,152.53 crores in the previous year. After considering the impact of working capital changes and inows on account of securitisation of nancing loan portfolio (net of deployment), the net cash generated from operations was Rs. 6,174.50 crores as compared to Rs. 2,210.13 crores in the previous year. Risks and concerns Interest rates and credit availability: Consumer interest rates witnessed an upward movement in the second half of FY 07-08. Further tightening of the liquidity position, non-availability of vehicle nance and rming up of interest rates would affect vehicle demand, which could impact the Companys revenues and prots. Exchange rates: The Companys exports constitute 9.8% of the turnover and imports constitute 4.6% of material consumption. Further, the Company has large foreign currency borrowings in the form of foreign currency convertible securities. Movements in exchange rates and volatility in the foreign exchange markets could signicantly impact prots. Freight Rates: Moderation in industrial activity, slowdown in freight movement and increase in fuel price would adversely impact vehicle operators margins to the extent not recovered through increase in freight rates. This would have an adverse impact on commercial vehicle demand. Railways: Railways renewed focus on cement and steel movement and container movement and planned nationwide rail freight corridor connecting major cities could impact the demand of commercial vehicles for goods transportation. However, it is expected that with the growth in road infrastructure and increase in vehicle penetration and with product offerings suitable for different applications, road transport would continue to have a dominant role and offer exible, speedy and point-to-point service. Domestic market: The commercial vehicle industry due to its strong linkages with the economy would be impacted by slowdown in economic growth. The Company has strengthened its less cyclical businesses like passenger carriers, small and light trucks and passenger cars as well as its spare parts and other service offerings to counter moderation in demand. The increasing trend of offering price discounts in the market could also affect the Companys margins. Overseas markets: In the overseas markets, many of which have stricter norms of vehicle regulations related to emission, safety, noise, technology, etc., the Company competes with international players which have global brand image, larger nancial capability and multiple product platforms. These factors may impact the demand of the Companys products in overseas markets. Manufacturing: The Company manufactures its products at multiple locations and its operations could be affected by disruption in its supply chain due to any natural calamities and work stoppages at its suppliers end due to load shedding, labour problems, etc. New Competition: Intensity of competition has increased in almost all the segments of the Indian automotive market due to entry of new players and expansion plans of existing ones. The Company is aware of the increasing competition and is taking measures to remain competitive in the market place. New projects: The Company is undertaking a variety of new projects ranging from the launch of a small car to the development of a new truck model. These projects are in various stages of execution. Though the Company employs sophisticated techniques and processes to forecast the demand of new products, yet the same is subject to margin of error. Timely introduction of new products, their acceptability in the 33

6.

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited market place and managing complexity of operations across various manufacturing locations would be the key to sustain competitiveness. 7. Internal Control Systems and their adequacy The Company has in place adequate system of internal control. It has documented procedures covering all nancial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliances with regulations and for ensuring reliability of nancial reporting. The Company has continued its efforts to align all its processes and controls with global best practices in these areas as well. Some signicant features of the internal control systems are: Corporate policies on accounting and major processes; Well-dened processes for formulating and reviewing annual and long term business plans; Preparation and monitoring of annual budgets for all operating and service functions; State-of-the-art ERP, Supplier Relations Management and Customer Relations Management, connect its different locations, dealers and vendors for efcient and seamless information exchange; An on-going program for reinforcement of the Tata Code of Conduct. The Code covers integrity of nancial reporting, ethical conduct, regulatory compliance, conict of interests review and reporting of concerns. All employees of the Company are regularly exposed to communications under this program; Bi-monthly meeting of the management committee at apex level to review operations and plans in key business areas; A well established multidisciplinary Internal Audit team, which reviews and reports to management and the Audit Committee about the compliance with internal controls and the efciency and effectiveness of operations and the key process risks; Audit Committee of the Board of Directors, comprising independent directors, which is functional since August 1988, regularly reviews the audit plans, signicant audit ndings, adequacy of internal controls, compliance with Accounting Standards as well as reasons for changes in accounting policies and practices, if any; A comprehensive information security policy and continuous upgrades to IT system; Documenting major business processes and testing thereof including nancial closing, computer controls and entity level controls as part of compliance with Sarbanes-Oxley Act; Anti-fraud programme. The Board takes responsibility for the total process of risk management in the organisation. The Audit Committee reviews reports covering operational, nancial and other business risk areas. Through an Enterprise Risk Management programme, each Business Unit addresses opportunities and the attendant risks through an institutionalized approach that is aligned to the Companys objectives. This is also facilitated by internal audit. The business risks is managed through cross functional involvement and intense communication across businesses. Results of the risk assessment and residual risks are presented to the senior management. Material Developments in Human Resources/Industrial Relations A cordial industrial relations environment prevailed at all the manufacturing units of the Company during the year. The Company entered into a three year wage settlement with its Unions at Jamshedpur and Passenger Car Business, Pune. The permanent employees strength of the Company as on March 31, 2008 was 23,230.

8.

CAUTIONARY STATEMENT Statements in the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include, among others, economic conditions affecting demand/ supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and incidental factors. 34

REPORT ON CORPORATE GOVERNANCE

1. COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE 1.1. As part of the Tata group, the Companys philosophy on Corporate Governance is founded upon a rich legacy of fair, ethical and transparent governance practices, many of which were in place even before they were mandated by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Board, being elected by the shareholders, is their representative and a bridge between them and the executive management. Since shareholders are residual claimants, the value creation and sustainability of all the other stakeholders viz. customers, creditors, employees, vendors, community and the Government (of countries in which the Company operates) are of paramount signicance to the Company and its shareholders. The Board would therefore have a duciary relationship and a corresponding duty to all its stakeholders to ensure that their rights are protected. Through the Governance mechanism in the Company, the Board alongwith its Committees endeavours to strike the right balance with its various stakeholders. 1.2. The Corporate Governance philosophy has been further strengthened with the implementation, a few years ago, by the Company of the Tata Business Excellence Model, the Tata Code of Conduct applicable to the Company, its subsidiaries and Directors and employees. The Company is in full compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement with the Indian Stock Exchanges. The Companys Depositary Programme being listed on the New York Stock Exchange, the Company also complies with US regulations as applicable to Foreign Private Issuers (non-US listed companies) which cast upon the Board of Directors and the Audit Committee, onerous responsibilities to improve the Companys operating efciencies. Risk management and internal control functions have been geared up to meet the progressive governance standards. 2. BOARD OF DIRECTORS

2.1. The Board of Directors alongwith its Committees provide leadership and guidance to the Companys management and directs, supervises and controls the performance of the Company. The Board of Directors presently comprises of 10 Directors, out of which 8 are Non-Executive Directors. The Company has a Non-Executive Chairman and the 4 Independent Directors comprise more than one third of the total strength of the Board. The Company has taken initiatives to comply with the recent amendment of Clause 49 of the Listing Agreement pertaining to composition of directors for induction of independent directors. 2.2. None of the Directors on the Companys Board is a Member of more than 10 Committees and Chairman of more than 5 Committees (Committees being, Audit Committee and Investors Grievance Committee) across all the companies in which he is a Director. All the Directors have made necessary disclosures regarding Committee positions held by them in other companies and do not hold the ofce of Director in more than 15 companies. 2.3. The required information as enumerated in Annexure IA to Clause 49 of the Listing Agreement is made available to the Board of Directors for discussions and consideration at Board Meetings. The Board reviews the declaration made by the Managing Director and the Executive Director regarding compliance with all applicable laws on a quarterly basis, as also the Board Minutes of all its subsidiary companies. 2.4. During the year under review, 10 Board Meetings were held on May 18, 2007, June 15, 2007, July 17, 2007, July 31, 2007, September 28, 2007, October 31, 2007, January 4, 2008, January 31, 2008, March 11, 2008 and March 24, 2008. The maximum time-gap between any 2 consecutive meetings did not exceed 4 months. The composition of the Board, attendance at Board Meetings held during the Financial Year under review and at the last Annual General Meeting, number of directorships, memberships/chairmanships in public companies (including the Company) and the directors shareholding as on March 31, 2008 in the Company are as follows: 35

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Name of the Director Category

No. of Board Attendance at Meetings held the AGM held during the on July 9, 2007 year 8 9 9 10 6 5 2 7 5 10 4 9 Yes Yes Yes Yes Yes No Yes Yes No Yes Yes Yes

Directorships (1) Chairman 12 1 3 1 4 3 3 2

(4) (5) (6)

Committee positions (2) Chairman 3 3 1 5 3 Member 2 2 4 1 3 1 1 7 1

Share holding

Member 2 5 8 6 9 5 2 9 4 3 7 6

Ratan N Tata N A Soonawala J J Irani (3) V R Mehta R Gopalakrishnan N N Wadia S A Naik (4) S M Palia R A Mashelkar (5) Ravi Kant Praveen P Kadle (6) P M Telang
(1) (2) (3)

Non-Executive Chairman, Promoter Non-Executive, Promoter Non-Executive, Promoter Non-Executive, Independent Non-Executive, Promoter Non-Executive, Independent Non-Executive, Independent Non-Executive, Independent Non-Executive, Independent Managing Director Executive Director Executive Director

53288 0 1850 0 3750 0 1310 200 0 0 1227 1120

excludes Directorships in associations, private, foreign and Section 25 companies Includes only Audit and Investors Grievance Committees Tata Steel Representative

upto July 9, 2007 appointed w.e.f. August 28, 2007 upto September 18, 2007

2.5. Code of Conduct: Whilst the Tata Code of Conduct is applicable to all Whole-time Directors and employees of the Company, the Board has also adopted a Code of Conduct for Non-Executive Directors, both of which are available on the Companys web-site. All the Board members and senior management of the Company have afrmed compliance with their respective Codes of Conduct for the Financial Year ended March 31, 2008. A Declaration to this effect, duly signed by the Managing Director (CEO) is annexed hereto. 3. COMMITTEES To focus effectively on the issues and ensure expedient resolution of diverse matters, the Board has constituted a set of Committees with specic terms of reference/scope. The Committees operate as empowered agents of the Board as per their Charter/terms of reference. Targets set by them as agreed with the management are reviewed periodically and mid-course corrections are also carried out. The minutes of the meetings of all Committees of the Board are placed before the Board for discussions/noting. The relationship between the Board, the Committees and the senior management functions is illustrated alongside. AUDIT COMMITTEE
Shareholders Board of Directors Managing Director
Executive Director Commercial Vehicles PresidentPassenger cars Operations Committee Chief Financial Ofcer Head ERC VP-HR Head CVBU-IB Head-Corp Planning Chief Strategic Sourcing Chief Legal Counsel Head Small Car Project Head PCBU-IB Head-Corp Comm Company Secretary Sr. GM
AuditCommittee Committee Audit Remuneration Committee

Remuneration Committee Executive Committee of Board Ethics and Compliance Committee Special Need Based Committees

Management Committee

(Govt. affairs & collabs)

Chief Internal Auditor cum Chief Ethics Counsellor

4.

4.1. The Audit Committee functions according to its Charter that denes its powers, scope and role in accordance with the Companies Act, 1956, listing requirements and US regulations applicable to the Company and is reviewed from time to time. Whilst, the full Charter is available on the Companys website, given below is a gist of the scope of the Audit Committee: 36

a.

b. c.

d. e. f.

g. h. i. j.

Reviewing the quarterly nancial statements before submission to the Board, focusing primarily on: Compliance with accounting standards and changes in accounting policies and practices; Major accounting entries involving estimates based on exercise of judgment by Management; Audit Qualications and signicant adjustments arising out of audit; Analysis of the effects of alternative GAAP methods on the nancial statements; Compliance with listing and other legal requirements concerning nancial statements; Review Reports on the Management Discussion and Analysis of nancial condition, results of Operations and the Directors Responsibility Statement; Overseeing the Companys nancial reporting process and disclosure of its nancial information, including earnings press release to ensure that the nancial statements are correct, sufcient and credible; Disclosures made under the CEO and CFO certication and related party transactions to the Board and Shareholders. Reviewing with the management, external auditor and internal auditor, adequacy of internal control systems and recommending improvements to the management. Recommending the appointment/removal of the statutory auditor, xing audit fees and approving non-audit/consulting services provided by the statutory auditors rms to the Company and its subsidiaries; evaluating auditors performance, qualications and independence. Reviewing the adequacy of internal audit function, coverage and frequency of internal audit, appointment, removal, performance and terms of remuneration of the chief internal auditor. Discussing with the internal auditor and senior management signicant internal audit ndings and follow-up thereon. Reviewing the ndings of any internal investigation into matters involving suspected fraud or irregularity or a failure of internal control systems of a material nature and report the matter to the Board. Discussing with the external auditor before the audit commences, the nature and scope of audit, as well as conduct post-audit discussions to ascertain any area of concern. Reviewing the Companys nancial and risk management policies. Reviewing the functioning of the Whistle-Blower and the legal compliance mechanism. Reviewing the nancial statements and investments made by subsidiary companies.

4.2. During the year, the Committee reviewed 128 audit reports covering operational, nancial and compliance areas. Key Management personnel presented their risk mitigation plan to the Committee. It also reviewed the internal control system in subsidiary companies, status on compliance of the Committees obligations under the Charter and conrmed that it fullled its duties and responsibilities. 4.3. The Chairman of the Audit Committee briefs the Board members about the signicant discussions at Audit Committee meetings. 4.4. The Committee comprises of 3 Independent Directors, all of whom are nancially literate and have relevant nance and/or audit exposure. Mr S M Palia is the nancial expert. The quorum of the Committee is two members or one-third of its members, whichever is higher. During the period under review, 10 Audit Committee meetings were held on May 17, 2007, June 15, 2007, July 30, 2007, August 22, 2007, September 24, 2007, October 29, 2007, November 29, 2007, January 30, 2008, February 14, 2008 and March 18, 2008. The composition of the Audit Committee and attendance at its meetings is as follows:
Composition Meetings attended * part of the year V R Mehta (Chairman) 10 S A Naik * 2 S M Palia * 9 R A Mashelkar * 4 N N Wadia* 1

37

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited 4.5. The Chairman of the Audit Committee also attended the last Annual General Meeting of the Company. 4.6. The Committee meetings are held at the Companys Corporate Headquarters or at its plant locations and are usually attended by the Managing Director, the Executive Director, the Chief Internal Auditor, the Statutory Auditor and the Cost Auditor. The Business and Operation Heads are invited to the meetings, as required. The Company Secretary acts as the Secretary of the Audit Committee.The Internal Audit function headed by the Chief Internal Auditor, reports to the Audit Committee to ensure its independence. 4.7. The Committee relies on the expertise and knowledge of management, the internal auditors and the independent Statutory Auditor in carrying out its oversight responsibilities. It also uses external expertise, if required. Management is responsible for the preparation, presentation and integrity of the Companys nancial statements including consolidated statements, accounting and nancial reporting principles. Management is also responsible for internal control over nancial reporting and all procedures are designed to ensure compliance with accounting standards, applicable laws and regulations as well as for objectively reviewing and evaluating the adequacy, effectiveness and quality of the Companys system of internal control. 4.8. Deloitte Haskins & Sells (Deloitte), the Companys independent Statutory Auditor, is responsible for performing an independent audit of the Financial Statements and expressing an opinion on the conformity of those nancial statements with accounting principles generally accepted in India. 5. REMUNERATION COMMITTEE

5.1. The Remuneration Committee of the Company is empowered to review the remuneration of the Managing Director and the Executive Director, retirement benets to be paid to them under the Retirement Benet Guidelines approved by the Board and deal with matters pertaining to Employees Stock Option Scheme. 5.2. The Remuneration Committee comprises of 2 Independent Directors (including the Chairman of the Committee) and 2 Non-Executive Directors. During the year under review, 1 Remuneration Committee meeting was held on May 18, 2007. The composition of the Remuneration Committee and attendance at its meeting is as follows:
Composition Meeting attended * part of the year N N Wadia (Chairman) 1 Ratan N Tata 1 N A Soonawala 1 V R Mehta 1 S A Naik * 1

5.3. The Chairman of the Remuneration Committee was not present at the last Annual General Meeting due to some prior urgent commitments. 5.4. Remuneration Policy a. The remuneration of the Managing and the Executive Director is recommended by the Remuneration Committee based on criteria such as industry benchmarks, the Companys performance vis--vis the industry, responsibilities shouldered, performance/track record, macro economic review on remuneration packages of heads of other organisations and is decided by the Board of Directors. The Company pays remuneration by way of salary, perquisites and allowances (xed component), incentive remuneration and/or commission (variable components) to its Managing and Executive Directors. Annual increments are decided by the Remuneration Committee within the salary scale approved by the Members and are effective from April 1, annually. The remuneration by way of commission to the non-Whole-time Directors is decided by the Board of Directors and distributed to them based on their contribution and attendance at the Board and certain Committee meetings as well as time spent on operational matters other than at the

b.

38

meetings. The Members had, at the Annual General Meeting held on July 21, 2003, approved the payment of remuneration by way of commission to the non-Whole-time Directors of the Company, of a sum not exceeding 1% per annum of the net prots of the Company, calculated in accordance with the provisions of the Act, for a period of 5 years commencing April 1, 2003. The said commission is distributed amongst the said Directors in accordance with the directives given by the Board. The Attention of the Members is invited to the Notice, wherein approval is sought by way of a Special resolution for payment of commission to the non-Whole-time Directors for a further period of ve years. Other than sitting fees and commission paid to Non Executive Directors there were no material pecuniary relationship or transactions by the Company with the Non Executive Directors. c. A sitting fee of Rs.20,000/- for attendance at each meeting of the Board, Audit Committee, Executive Committee and Remuneration Committee and Rs.5,000/- for Investors Grievance Committee and Ethics & Compliance Committee is paid to its Members (excluding Managing and Executive Director). The sitting fees paid/payable to the non-Whole-time Directors is excluded whilst calculating the above limits of remuneration in accordance with Section 198 of the Act.The Company also reimburses out-of-pocket expenses to Directors attending meetings held at a city other than the one in which the Directors reside. The components of the total remuneration vary for different grades of employees and are governed by industry patterns, qualications and experience of the employee, responsibilities handled by him, his individual performances, etc. The annual variable pay of senior managers is linked to the Companys performance in general and their individual performance for the relevant year is measured against specic major performance areas which are closely aligned to the Companys objectives. Remuneration of employees largely consists of basic remuneration, perquisites, allowances and performance incentives.

d.

5.5. The Directors remuneration and sitting fees paid/payable in respect of the Financial Year 2007-08, is given below:5.5.1. Non-Executive Directors
(Rs. in Lacs) Name Ratan N Tata N A Soonawala J J Irani V R Mehta R Gopalakrishnan Commission 160 43 18 48 25
(2) (1)

Sitting Fees 2.20 2.70 2.50 3.40 2.40

Name N N Wadia S A Naik

(2)

Commission 15 5 26
(2)

(1)

Sitting Fees 1.60 0.60 2.60 1.80

S M Palia R A Mashelkar

10

(1) payable in FY 08-09

Part of the year

5.5.2. Managing and Executive Directors

(Rs. in Lacs) Name Mr Ravi Kant Mr Praveen P Kadle (3) Mr P M Telang
(1) (3) (3) (2)

Salary 51.60 20.04 28.22

Perquisites & Allowances 41.97 19.20 17.61

Commission (1) 210 90 140

Retirement Benets (2) 13.93 5.41 7.62

payable in FY 08-09 part of the year

excludes provision for encashable leave and gratuity as separate acturial valuation is not available

5.5.3. The Company has not issued any stock options to its Directors/employees. 39

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited 5.6. Service Contracts, Severance Fees and Notice Period
Terms of Agreement Period of Contract Mr Ravi Kant Managing Director July 29, 2005 to June 1, 2009
(2)

Mr P M Telang (1) Executive Director May 18, 2007 to May 17, 2012

Mr P P Kadle (1) Executive Director July 11, 2006 to July 10, 2011

Rs. 6,00,000/- p.m. Rs. 4,00,000/- p.m. Remuneration - Salary Rs. 6,50,000/- p.m. upto a maximum of Severance fees The Contract may be terminated by either party giving the other party six months notice or the Company paying six months salary in lieu thereof. There is no separate provision for payment of Severance fees.
(1)

part of the year

(2)

Approval is sought in this meeting for increase of salary limit.

5.7. Retirement Policy for Directors On the recommendation of Tata Sons Ltd., the Board of the Company has in October 2005, adopted the Revised Guidelines for retirement age wherein Managing and Executive Directors retire at the age of 65 years whilst all the Non-Executive Directors retire at the age of 75 years. The Company has also adopted a Retirement Policy for Managing and Executive Directors which offers special retirement benets including pension, ex-gratia, medical and other benets. In addition to the above, the retiring Managing Director is entitled to residential accommodation or compensation in lieu of accommodation on retirement. The quantum and payment of the said benets are subject to an eligibility criteria of the retiring director and is payable at the discretion of the Board in each individual case on the recommendation of the Remuneration Committee. The said Retirement Policy has also been approved by the Members at their Annual General Meeting held on September 11, 1995. 6. INVESTORS GRIEVANCE COMMITTEE 6.1. The Investors Grievance Committee of the Board is empowered to oversee the redressal of investors complaints pertaining to share/debenture transfers, non-receipt of annual reports, interest/dividend payments, issue of duplicate certicates, transmission (with and without legal representation) of shares and debentures and other miscellaneous complaints. 6.2. Compliance Ofcer Mr H K Sethna, Company Secretary, who is the Compliance Ofcer, can be contacted at:Tata Motors Limited, Bombay House, 24, Homi Mody Street, Mumbai 400 001, India Tel: 91 22 6665 8282, 91 22 6665 7824 I Fax : 91 22 6665 7260 I Email : [email protected] Complaints or queries can be forwarded to our Registrars at [email protected] 6.3. The status on the total number of complaints received during the FY 2007-08, is as follows:A Description Letters received from Statutory Bodies Securities and Exchange Board of India Ministry of Company Affairs Stock Exchanges Depositories Legal Matters Court/Consumer Forum Matters Dividends Non-receipt of dividend/interest warrants (pending reconciliation at the time of receipt of letters) Fraudulent encashment of dividend/Interest warrants Letters in the nature of reminders/ complaints Total Correspondence Received 7 0 2 4 0 59 0 0 72 Replied 7 0 2 4 0 59 0 0 72 Pending 0 0 0 0 0 0 0 0 0

B C

6.4. There were no pending share transfers pertaining to the Financial Year ended March 31, 2008. The correspondence identied as investor complaints are letters received through Statutory/Regulatory bodies and those related to Court/Consumer forum matters (where the Company/Registrar is involved and is accused of deciency in service), fraudulent encashment and non-receipt of dividend amounts. 40

6.5. The Investors Grievance Committee comprises of an Independent Director as the Chairman, a Non-Executive Director and the Managing Director. During the year under review, 2 Investors Grievance Committee meetings were held on July 9, 2007 and November 30, 2007. The composition of the Investors Grievance Committee and attendance at its meetings is given hereunder:Composition Meetings attended * part of the year S M Palia (Chairman) * 1 R Gopalakrishnan 2 Ravi Kant 2 Praveen P Kadle * 1 S A Naik * 1

6.6. On recommendations of the Investors Grievance Committee, the Company has taken various investor friendly initiatives like sending reminders to investors who have not claimed their dues, launching an odd lot scheme, sending nominations forms, launching a shareholders discount scheme, arranging factory visits, etc. Critical feedback, complaints and suggestions received from investors are considered and addressed appropriately. 7. OTHER COMMITTEES 7.1. The Executive Committee of Board reviews capital and revenue budgets, long-term business strategies and plans, the organizational structure of the Company, real estate and investment transactions, allotment of shares and/or debentures, borrowing and other routine matters. The Committee also discusses the matters pertaining to legal cases, acquisitions and divestment, new business forays and donations. During the year under review, 7 Committee meetings were held on May 3, 2007, June 28, 2007, September 17, 2007, September 28, 2007, October 5, 2007, November 30, 2007 and March 18, 2008. 7.2. The composition of the Committee of Board and attendance at meetings, is given hereunder:Composition Meetings attended * part of the year Ratan N Tata (Chairman) 5 N A Soonawala 7 J J Irani 6 R Gopalakrishnan 7 N N Wadia 3 Ravi Kant 7 Praveen P Kadle * 3

7.3. The Executive Committee of the Board formed a Donations Committee in September 2003 and a Corporate Social Responsibility (CSR) Committee in January 2006, comprising of the Managing Director and the Senior Management which meets from time to time to fulll the community and social responsibilities of its stakeholders. 7.4. The Nominations Committee of the Board was constituted with the objective of identifying independent directors to be inducted on the Board from time to time and to take steps to refresh the constitution of the Board from time to time. The members of this Committee are - Mr N N Wadia (Chairman), Mr Ratan N Tata, Mr N A Soonawala and Mr S M Palia. During the year under review, there were no meetings of the Nominations Committee. 7.5. The Ethics and Compliance Committee was constituted to formulate policies relating to the implementation of the Tata Code of Conduct for Prevention of Insider Trading (the Code), take on record the monthly reports on dealings in securities by the Specied Persons and decide penal action in respect of violations of the applicable regulations/the Code. During the year under review, 2 meetings of the Committee were held on July 9, 2007 and November 30, 2007. The composition of the Ethics and Compliance Committee and attendance at its meetings is given hereunder:Composition Meetings attended * part of the year S M Palia (Chairman) 1 S A Naik * 1 R Gopalakrishnan 2

7.6. Mr C Ramakrishnan, Chief Financial Ofcer, acts as the Compliance Ofcer under the said Code. 7.7. Apart from the above, the Board of Directors also constitutes Committee(s) of directors with specic terms of reference, as it may deem t. 41

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited 8. SUBSIDIARY COMPANIES 8.1. The Company does not have any material non-listed Indian subsidiary company and hence, it is not required to have an Independent Director of the Company on the Board of such subsidiary company. The Audit Committee also reviews the nancial statements of the Subsidiary Companies. The Board and Audit Committee also reviewed investments made by the Companys non-listed subsidiaries during the year under review. 8.2. The minutes of all the subsidiaries are placed before the Board of Directors of the Company and the attention of the Directors is drawn to all signicant transactions and arrangements entered into by the subsidiary companies. 9. GENERAL BODY MEETINGS 9.1. Location and time of General Meetings
Date July 9, 2007 July 11, 2006 July 11, 2005 April 26, 2005 Year 2006-2007 2005-2006 2004-2005 2005-2006 Type Annual General Meeting Annual General Meeting Annual General Meeting Court Convened Meeting Venue Birla Matushri Sabhagar 19, Sir Vithaldas Thackersey Marg, Mumbai 400 020 Time 3:00 p.m. 3:00 p.m 3.30 p.m. 4:00 p.m.

9.2. All resolutions moved at the last Annual General Meeting were passed by a show of hands by the requisite majority of members attending the meeting. 9.3. The following are the Special Resolutions passed at the General Meetings held in the past 3 years:
AGM/EGM held on July 9, 2007 July 11, 2006 July 11, 2005 April 26, 2005 (EGM) Summary Change in place of keeping registers/records Raising of additional long term resources not exceeding Rs.3000 crores or its equivalent of incremental funds of the Company. No Special Resolution was passed in this meeting. Court convened meeting for approving the Scheme of Re-organisation and Amalgamation of Tata Finance Limited with the Company.

9.4. None of the items to be transacted at the ensuing meeting is required to be passed by postal ballot. 10. DISCLOSURES 10.1. Besides the transactions mentioned elsewhere in the Annual Report, there were no other materially signicant related party transactions that may have potential conict with the interests of the Company at large. 10.2. The Company has complied with various rules and regulations prescribed by Stock Exchanges, Securities and Exchange Board of India or any other statutory authority relating to the capital markets during the last 3 years. No penalties or strictures have been imposed by them on the Company. 10.3. The Managing Director (CEO) and the Chief Financial Ofcer (CFO) have certied to the Board in accordance with Clause 49 (V) of the Listing Agreement pertaining to CEO/CFO certication for the Financial Year ended March 31, 2008. 10.4. The Audit Committee and the Board have adopted a Whistle-Blower Policy which provides a formal mechanism for all employees of the Company to approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. The Company afrms that no employee of the Company has been denied access to the Audit Committee. 10.5. All mandatory requirements as per Clause 49 of the Listing Agreement have been complied with by the Company. 10.6. The status of compliance in respect of non-mandatory requirements of Clause 49 of Listing Agreement is as follows: Chairman of the Board: Being the Group Chairman, the Company does not reimburse expenses incurred by the Non-Executive Chairman for maintenance of a separate Chairmans ofce. 42

Remuneration Committee: Details are given under the heading Remuneration Committee. Shareholder Rights: A half yearly declaration of nancial performance, including summary of signicant events in the last six months, is sent to all the shareholders. The Quarterly/Annual Financial Results are also put up on the Companys website, besides being available on the SEBIs website www.sebiedifar.nic/Corporate Filing and Dissemination System (CFDS). Audit Qualications: During the year under review, there was no audit qualication in the Companys nancial statements. The Company continues to adopt best practices to ensure a regime of unqualied nancial statements. Training of Board Members: The Directors interact with the management in a very free and open manner on information that may be required by them on orientation and factory visits. The Independent Directors are encouraged to attend training programmes that may be of relevance and interest to the Directors in discharging their responsibilities to the Companys stakeholders. Mechanism for evaluating non-executive Board Members: The performance evaluation of nonexecutive members is done by the Board annually based on criteria of attendance and contributions at Board/Committee Meetings as also for the role played other than at Meetings. Whistle Blower Mechanism: The Company has adopted a Whistle-Blower Policy. Please refer to disclosure given above. 11. MEANS OF COMMUNICATION The Quarterly, Half Yearly and Annual results are regularly submitted to the Stock Exchanges in accordance with the Listing Agreement and are published in Indian Express, Financial Express and Loksatta (Marathi). These results are simultaneously posted on the Companys web-site - www.tatamotors.com. The information regarding the performance of the Company is shared with the shareholders every six months through a half yearly communiqu and the Annual Report. The ofcial news releases and presentations made to institutional investors/analysts are also posted on the Companys website. The Investor Relations section serves to inform the investors by providing key and timely information like details of Directors, Financial Results, Annual Reports, Shareholding Pattern, presentations made to Analysts etc. Members also have the facility of raising their queries/complaints on share related matters through a facility provided on the Investor Relations section. The Annual Report, quarterly results, shareholding pattern of the Company were also posted on the SEBI EDIFAR website www.sebiedifar.nic.in till the quarter ended December 31, 2007, after which the same was replaced with Corporate Filing and Dissemination System (CFDS). The CFDS portal is a single source to view information led by listed companies. From the quarter beginning October 1, 2007, all disclosures and communications to BSE and NSE are led electronically through the CFDS portal. Hard copies of the said disclosures and correspondence are also led with the Stock Exchanges. 12. GENERAL INFORMATION FOR MEMBERS 12.1. Annual General Meeting
Date and Time Venue Date of Book Closure Dividend Payment Date Thursday, July 24, 2008 at 3:00 p.m. Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai 400 020 June 18, 2008 to June 26, 2008 (both days inclusive) July 25, 2008. The dividend warrants will be posted on or after July25, 2008

12.2. Postal Ballot The Company is in the process of conducting the Postal Ballot for obtaining shareholders approval for the following resolutions:
Item No. 1 2 3 4 5 Description of Resolution Ordinary Resolution to accord the consent of the Company for increase in the Authorised Share Capital and alteration of the Capital Clause in the Memorandum of Association of the Company. Special Resolution to accord the consent of the Company for alteration of the Articles of Association. Special Resolution to accord the consent of the Company for raising of additional long term resources. Ordinary Resolution to accord the consent of the Company for increase in borrowing limits. Ordinary Resolution to accord the consent of the Company for creation of charges.

The results of the Postal Ballot will be noted and taken on record at the forthcoming Annual General Meeting of the Company. 43

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited 12.3. Financial Calendar
Financial reporting for the quarter ending June 30, 2008 Financial reporting for the quarter ending September 30, 2008 Financial reporting for the quarter ending December 31, 2008 Financial reporting for the quarter year ending March 31, 2009 Annual General Meeting for the year ended March 31, 2009 Last week of July 2008 Last week of October 2008 Last week of January 2009 Last week of May 2009 Mid July 2009

12.4. Listing The Companys securities are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). Pursuant to the shareholders approval at their meeting held on July 21, 2003, the Company had applied for delisting of its Ordinary Shares from various Stock Exchanges. The Company has delisted its securities from the Madhya Pradesh Stock Exchange Limited (MPSE) with effect from October 18, 2007. 12.5. International Listing The Companys Depositary Receipts Programme was listed on the New York Stock Exchange (NYSE) w.e.f September 27, 2004 through the conversion of its existing International Global Depositary Shares (GDSs) into American Depositary Shares (ADSs). Please also refer to the section on Outstanding Securities for details pertaining to international listing of Foreign Currency Convertible Notes. 12.6. Other details The ISIN Nos. for the Companys Ordinary Shares is INE155A01014. The Stock codes of the Companys Ordinary Shares at BSE is 500570 (rolling settlement) and at NSE is TATAMOTORS. The following are the relevant details of the ADRs listed on NYSE:Type ADR Ticker Symbol TTM Description Common Shares Currency INR ISIN US8765685024 CUSIP 876568502 SEDOL B02ZP96US

12.7. Two-way Fungibility of Depositary Receipts The Company offers foreign investors the facility for conversion of Ordinary Shares into ADRs within the limits permissible for two-way Fungibility, as announced by the Reserve Bank of India vide its circular dated February 13, 2002. 12.8. Market Information Market price data - monthly high/low and trading volumes on BSE/NSE depicting liquidity of the Companys Ordinary Shares on the said exchanges is given hereunder :
Bombay Stock Exchange Limited Month Apr 07 May 07 Jun 07 Jul 07 Aug 07 Sep 07 Oct 07 Nov 07 Dec 07 Jan 08 Feb 08 Mar 08 High (Rs.) 766.90 757.50 747.15 778.05 701.85 778.15 830.40 755.20 775.45 794.25 769.95 702.65 Low (Rs.) 669.25 707.95 641.35 684.05 618.95 685.35 757.70 684.95 691.10 653.55 692.90 606.35 No. of Shares 8694248 7149921 6601634 7674826 11932623 4858388 7893094 3541130 3294581 6534123 3043441 5516242 National Stock Exchange of India Limited High (Rs.) 766.60 755.70 747.95 776.75 701.75 776.90 830.55 754.80 775.45 793.55 770.00 704.35 Low (Rs.) 670.90 708.00 641.20 682.20 619.50 684.75 757.85 684.35 690.70 650.90 693.90 609.40 No. of Shares 35133629 29592865 35411306 33718919 35804584 22139145 33215965 19237331 17201680 30245983 15872964 21487862

44

12.9. The Performance of the Companys Stock Price vis--vis Sensex and Auto Index:
Index
200

175 150 125 100 75 50 25 0

2 -Apr -07 7-May -07 6-Jun -07 6-Jul -07 7- Aug-07 7- Sep-07 10-Oct-07 9-Nov -07 11-Dec -0714-Jan -08 13-Feb-08 17-Mar -08 Total Auto Index Tata Motors BSE Sensex 126

93 85

All gures rebased to April 2, 2007 = 100 12.10.The monthly high and low of the Companys ADRs is given below:
(in US $) Month April 07 May 07 June 07 July 07 August 07 September 07 High 19.09 18.64 18.78 19.09 17.16 19.14 Low 15.94 17.33 16.00 16.64 15.56 16.84 Month October 07 November 07 December 07 January 08 February 08 March 08 High 20.85 18.70 19.59 19.95 19.83 17.60 Low 19.30 16.75 17.37 17.68 17.52 14.98

12.11.Registrar and Transfer Agents:Members are requested to correspond with the Companys Registrar and Transfer Agents TSR Darashaw Limited quoting their folio no. at the following addresses:i. For transfer lodgement, delivery and correspondence:
TSR Darashaw Limited, Unit: Tata Motors Limited, 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E Moses Road, Mahalaxmi, Mumbai 400 011. Tel: 022-6656 8484; Fax: 022 - 6656 8494; e-mail : [email protected]; website:www.tsrdarashaw.com

ii.

For the convenience of investors based in the following cities, transfer documents and letters will also be accepted at the following branches/agencies of TSR Darashaw Limited:1 2 3 4 503, Barton Centre, 5th Floor, 84, Mahatma Gandhi Road, Bangalore - 560 001 Tel : 080 25320321, Fax : 080-25580019, e-mail : [email protected] Bungalow No.1, E Road, Northern Town, Bistupur, Jamshedpur 831 001 Tel : 0657 2426616, Fax : 0657 2426937, e-mail : [email protected] Tata Centre, 1st Floor, 43, Jawaharlal Nehru Road, Kolkata 700 071 Tel : 033 22883087, Fax : 033 22883062, e-mail : [email protected] Plot No.2/42, Sant Vihar, Ansari Road, Daryaganj, New Delhi 110 002 Tel : 011 23271805, Fax : 011 23271802, e-mail : [email protected]

Agent: Shah Consultancy Services Limited Sumatinath Complex, 2nd Dhal, Pritam Nagar, Ellisbridge, Ashram Road, Ahmedabad - 380 006 Telefax: 0792657 6038, e-mail: [email protected]

45

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited 12.12.Share Transfer System Securities lodged for transfer at the Registrars address are normally processed within 15 days from the date of lodgement, if the documents are clear in all respects. All requests for dematerialization of securities are processed and the conrmation is given to the depositories within 15 days. Senior Executives of the Company are empowered to approve transfer of shares and debentures and other investor related matters. Grievances received from investors and other miscellaneous correspondence on change of address, mandates, etc. are processed by the Registrars within 30 days. 12.13.Secretarial Audit

Pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchanges, certicates, on halfyearly basis, have been issued by a Company Secretary-in-Practice for due compliance of share transfer formalities by the Company. A qualied practicing Company Secretary carried out a Secretarial Audit to reconcile the total admitted capital with NSDL and CDSL and the total issued and listed capital. The audit conrms that the total issued/paid up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialised form (held with NSDL and CDSL). Pursuant to SEBI (Depositories and Participants) Regulations, 1996, certicates have also been received from a Company Secretary-in-Practice for dematerialization of the shares of the Company and for conducting a secretarial audit on a quarterly basis for reconciliation of the share capital of the Company.

12.14. Shareholding Pattern

As on March 31, 2008 Category Promoters Mutual Funds and Unit Trust of India Government Companies, Financial Institutions, Banks and Insurance companies Foreign Institutional Investors NRIs, Foreign companies and ADRs Others No. of shares 128819405 10160944 57079243 65388543 79068379 44987440 % 33.42 2.63 14.81 16.96 20.51 11.67 As on March 31, 2007 No. of shares 128827405 20531036 42716106 76461953 72515080 44322305 % 33.43 5.33 11.08 19.84 18.82 11.50 % Variance 08 v/s 07 0.01 2.7 ( 3.73 ) 2.88 ( 1.69 ) ( 0.17 )

12.15. Distribution of shareholding as on March 31, 2008

Range of Shares Physical 1 100 101 - 500 501 - 1000 1001 - 5000 5001 - 10000 Above 10000 Total 1732318 4180212 1953958 2444419 403015 26437791 37151713 Shares held in % to Capital 0.45 1.08 0.51 0.63 0.10 6.86 9.63 Electronic 5129112 9966320 6084789 9893592 2465494 314812934 348352241 % to Capital 1.33 2.59 1.58 2.57 0.64 81.66 90.37 Physical 51486 18673 2818 1362 60 27 74426 No. of Holders % to Holders 17.63 6.39 0.96 0.47 0.02 0.01 25.48 Electronic 162119 40979 8538 5217 355 463 217671 % to Holders 55.5 14.03 2.92 1.79 0.12 0.16 74.52

46

12.16.Top shareholders (holding in excess of 1% of capital) as on March 31, 2008

Name of Shareholder Tata Sons Ltd. Citibank NA as Depository for ADR holders Tata Steel Ltd. Life Insurance Corporation of India Daimler Chrysler AG HSBC Global Inv Funds A/c HSBC Global Investment Funds Mauritius Ltd. Tata Industries Ltd. FID Fund (Mauritius) Limited Europacic Growth Fund The New India Assurance Co. Ltd. First Eagle Funds A/c First Eagle Global Fund No. of shares held 84487717 48912955 32378410 37878751 25596476 7942466 7734255 5928309 5872644 5281110 4362480 % to paid-up capital 21.92 12.69 8.40 9.83 6.64 2.06 2.01 1.54 1.52 1.37 1.13

12.17. Dematerialisation of shares Electronic holding as on March 31, 2008 by Members comprises 90.37% (previous year90.09%) of the paid-up Ordinary Share Capital of the Company held through the National Securities Depository Limited88.90% (Previous Year 88.69%) and Central Depository Services (India) Limited 1.47% (Previous Year 1.40%). 74.52% of the number of shareholders hold shares in dematerialised form (previous year 65.99%). 12.18. Outstanding securities Foreign Currency Convertible Notes 601% Convertible Notes (due 2008) of US$ 1000 each, aggregating US$ 100 million issued in July 2003 may, at the option of the Note holders, be converted into 11045 ADSs/Ordinary Shares at Rs.250.745 per share at anytime upto July 1, 2008. 2910 -Zero Coupon Convertible Notes (due 2009) of US$ 1000 each, aggregating US$ 100 million issued in April 2004 may, at the option of the Note holders, be converted into 2,22,678 Ordinary Shares/ADSs at Rs.573.106 per share at any time upto March 28, 2009. 3,00,000-1% Convertible Notes (due 2011) of US$ 1000 each, aggregating US$ 300 million issued in April 2004 may, at the option of the Note holders, be converted into 168,56,740 Ordinary Shares/ ADSs at Rs.780.400 per share at any time upto March 28, 2011. 1176 - Zero Coupon Convertible Notes (due 2011) of JP 10,000,000 each aggregating JP 11,760,000,000 (equivalent US$ 100 million) issued in March 2006 may, at the option of the Note holders, be converted into 44,14,916 Ordinary Shares/ADSs at Rs.1001.39 per share at any time upto February 19,2011. 4900 - Zero Coupon Convertible Alternative Reference Securities (due 2012) of US$ 100,000 each aggregating US$ 490 million issued in July 2007 may, at the option of the Note holders, be converted into 2,06,97,115 Ordinary Shares/Qualied Securities/ADSs at Rs.960.96 per share at any time upto June 12, 2012. The following are the relevant details of the notes:
Type 1% Notes (due 2008) 1% Notes (due 2008) Notes (due 2009) 1% Notes (due 2011) Zero Coupon Notes (due 2011) Zero Coupon Notes (due 2012) Description Rule 144A Reg S Reg S Reg S Reg S Reg S Currency US$ US$ US$ US$ JP US$ Cusip 876568AD8 Y8548TAD3 Y8548TAE1 Y8548TAF8 024521788 030788176 ISIN Nos. US876568AD85 USY8548TAD38 USY8548TAE11 USY8548TAF85 XS0245217889 XS0307881762 Listing at Luxembourg Stock Exchange Singapore Stock Exchange

47

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited 12.19. Plant Locations
Plant Location Pimpri, Pune - 411 018; Chikhali, Pune 410 501 Chinchwad, Pune 411 033 Jamshedpur, Jamshedpur 831 010 Chinhat Industrial Area, Lucknow - 226 019 Plot No.1, Section 11, I.I.E., Pantnagar, District Udhamsingh Nagar, Uttarakhand - 263145 P.S. Singur, District Hooghly, West Bengal - 712409 KIADB Block II, Belur Industrial Area, Mummigatti Post, Dharwad - 580007 Range of Products Produced Medium and Heavy Commercial Vehicles (M&HCVs), Light Commercial Vehicles (LCVs), Utility Vehicles (UVs) and Cars M&HCVs M&HCVs and LCVs LCVs Project under construction / implementation Project under construction / implementation

12.20 Address for correspondence Tata Motors Limited, Bombay House, 24 Homi Mody Street, Mumbai - 400 001, India. 12.21 Action required regarding non-receipt of dividends, proceeds of matured deposits and redeemed debentures and interest thereon:(i) Pursuant to Sections 205A and 205C of the Act, all unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as principal amount of debentures and deposits pertaining to the Company and erstwhile Tata Finance Limited (TFL) remaining unpaid or unclaimed for a period of 7 years from the date they became due for payment, have been transferred to the Investors Education and Protection Fund (IEPF) established by the Central Government. (ii) In case of non receipt/non encashment of the dividend warrants, Members are requested to correspond with the Companys Registrars/the Registrar of Companies, as mentioned hereunder:
Dividend for 2002-03 to 2006-07 2000-01 and 2001-02 1995-96 to 1999-2000 1978-79 to 1994-95 Whether it Contact Ofce can be claimed Yes N.A. No Yes TSR Darashaw Limited TSR Darashaw Limited Ofce of the Registrar of Companies, CGO Complex, A Wing, 2nd oor, Next to RBI, CBD Belapur, Navi Mumbai - 400614. Maharashtra Tel. : 91 22 2757 6802 Action to be taken Letter on plain paper. Not Applicable due declaration of dividend to non

None. Already transferred to IEPF. Claim in Form No.II of the Companies Unpaid Dividend (Transfer to General Revenue Account of the Central Government) Rules,1978.

(iii)

Following table gives information relating to outstanding dividend accounts and dates when due for transfer to IEPF:Financial Year 2002-03 2003-04 (Interim) 2003-04 (Final) 2004-05 2005-06 2006-07 Dividend / Payment Date July 22, 2003 February 20, 2004 July 8, 2004 July 12, 2005 July 12, 2006 July 10, 2007 Proposed Date for transfer to IEPF * August 18, 2010 March 20, 2011 August 16, 2012 August 20, 2013 August 20, 2014 August 18, 2015

* Indicative dates and actual dates may vary.

48

(iv)

While the Companys Registrar has already written to the Members, Debenture holders and Depositors informing them about the due dates of transfer to IEPF for these payments, attention of the stakeholders is again drawn to this matter through the Annual Report. Investors of the Company and of the erstwhile TFL who have not yet encashed their unclaimed/ unpaid amounts are requested to do so at the earliest. Nomination facility: Shareholders who hold shares in single name and wish to make/change the nomination in respect of their shares as permitted under Section 109A of the Act, may submit to the Registrars and Transfer Agents, the prescribed Form 2B. Bank details: Shareholders are requested to notify/send the following to the Companys Registrars and Share Transfer Agents to facilitate better services:a. Any change in their address/mandate/bank details, and b. Particulars of the bank account in which they wish their dividend to be credited, in case they have not been furnished earlier. Shareholders are advised that respective bank details and address as furnished by them to the Company will be printed on their dividend warrants as a measure of protection against fraudulent encashment.

(v)

12.22.Other facilities of interest to shareholders holding shares in physical form

Odd lot facility: Having regard to the difculties experienced by shareholders in disposing off the shares held by them in odd lots, the Companys Registrars and Transfer Agents have framed a scheme for the purchase of such shares. Interested shareholders may contact the Registrars for further details.

49

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

DECLARATION BY THE CEO UNDER CLAUSE 49 OF THE LISTING AGREEMENT REGARDING ADHERENCE TO THE CODE OF CONDUCT In accordance with Clause 49 sub-clause I(D) of the Listing Agreement with the Stock Exchanges, I hereby conrm that, all the Directors and the Senior Management personnel of the Company have afrmed compliance to their respective Codes of Conduct, as applicable to them for the Financial Year ended March 31, 2008. For Tata Motors Limited RAVI KANT Managing Director Mumbai, June 3, 2008

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE TO THE MEMBERS OF TATA MOTORS LIMITED We have examined the compliance of the conditions of Corporate Governance by Tata Motors Limited for the year ended on March 31, 2008, as stipulated in Clause 49 of the Listing Agreement of the said Company with the stock exchanges. The compliance of the conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementations thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the nancial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. We state that such compliance is neither an assurance as to the future viability of the Company nor the efciency or effectiveness with which the Management has conducted the affairs of the Company. For Deloitte Haskins & Sells Chartered Accountants M S DHARMADHIKARI Partner Membership No.30802 Mumbai, June 3, 2008

50

Details of Subsidiary Companies

Rs. in crores

Sr. No. Total Liabilities and Provisions (Debts + Current Liabilities + Def tax Liability+ Provisions) 767.80 612.75 69.41 185.78 182.02 112.12 0.13 102.61 39.82 16.31 5412.48 59.46 53.29 3.23 3.68 9.77 310.79 6.42 2.15 59.91 42.53 17.31 (0.11) 2.32 (0.83) 0.04 5.19 (0.43) 47.35 24.56 20.14 0.03 2.25 0.40 14.51 71.77 19.47 832.76 19.75 0.93 13.57 4.94 1.53 537.79 8.49 1.05 154.10 88.01 39.53 1.48 10.78 3.41 131.36 625.21 0.01 (0.04) 8.39 11.24 17.25 50.26 (3.69) (11.98) 7.61 (0.77) (0.77) 16.83 (2.45) (1.05) (0.35) (1.63) (3.59) 1.46 0.38 (1.53) 257.88 13.94 192.29 72.46 26.09 202.71 86.15 22.74 25.02 1.92 3.07 (1.70) 1.03 5.49 0.14 6.32 0.66 0.01 0.03 (0.40) 0.11 (0.37) 218.91 $ 279.84 43.31 14.90 157.05 2734.96 490.94 167.32 3069.68 220.06 61.17 158.89 323.62 28.41 63.41 47.44 12.02 (0.04) 5.33 12.93 16.22 44.77 (3.83) (11.98) 7.61 (0.77) (0.77) 10.50 (3.11) (1.06) (0.38) (1.23) (3.59) 1.46 0.27 (1.16) 35.10 7.90 7.02 2.71 USD USD EURO * 0.62 Investments Total Income (including excise duty where applicable) Prot / (Loss) Before Tax Provision for Tax/(Write Back) Prot/ (Loss) after Tax

Name of the Subsidiary Company

Reporting Currency#

Capital Reserves (including and Surplus advances (adjusted for towards debit balance capital where in P & L applicable) Account, where applicable) 61.04 100.00 37.10 45.00 40.00 65.00 0.50 26.80 4.02 75.00 750.00 60.00 64.00 254.21 4.52 1.94 178.94 * 1.21 0.08 1.04 0.44 0.11 (3.27) 16.93 12.47 (2.88) 0.47 (4.54) 1.88 (342.15) 147.58 40.56 52.27 (2.88) 5.32 213.41 470.85 (11.98) 105.31 (4.26) 115.20 457.57 6605.54 52.21 71.75 12.86 56.69 22.48 151.88 0.63 1.26 1.05 178.17 100.60 322.62 168.93 373.62 291.10 178.71 541.80 1097.49 812.92 1641.77

Total Assets (Fixed Assets + Current Assets + Misc exp)

Proposed Dividend and Tax thereon (including preference dividend where applicable) 56.16 +

1 INR INR INR INR INR INR INR GBP INR INR INR THB ZAR SGD THB GBP USD USD YEN GBP EURO EURO EURO

Tata Daewoo Commercial Vehicle Co. Ltd.

KRW

Telco Construction Equipment Company Ltd.

Tata Technologies Ltd.

HV Axles Ltd.

HV Transmissions Ltd.

TAL Manufacturing Solutions Ltd.

Tata Motors Insurance Services Ltd.

Concorde Motors(India) Ltd.

Tata Motors European Technichal Centre Plc.

10

Sheba Properties Ltd.

11

Tata Motors Finance Ltd. (formerly known as TML Financial Services Ltd.)

12

Tata Marcopolo Motors Ltd.

13

Tata Motors (Thailand) Ltd.

14

Tata Motors (SA) (Proprietary) Ltd.**

15

Tata Technologies Pte. Ltd., Singapore

16

INCAT (Thailand), Ltd. (formerly known as Tata Technologies (Thailand) Ltd.)

17

INCAT International Plc.

18

INCAT Systems Inc.

19

Tata Technologies iKS Inc. (formerly known as iKnowledge Solutions Inc.)

20

INCAT K.K. Japan

21

INCAT Ltd., UK

22

INCAT GmbH

23

INCAT SAS

24

INCAT Holdings BV

25

Integrated Systems Technologies de Mexico, S.A. de C.V.

26

INCAT Solutions of Canada Inc.

27

Lemmerpoort BV @

# @ * ** + $

The nancials statements of subsidiaries whose reporting currency are other than INR are converted into Indian Rupees on the basis of appropriate exchange rate. Company is under liquidation and hence the control doesnt exist with the holding company now. Consequently, has not been consolidated. Value less than Rs. one Lakh The rst nancial year of the subsidiary will be March 31, 2009, hence no details given. The Company has subsequently proposed dividend. Represents investments in subsidiary companies.

51

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

FUNds FlOW - lAst FIVE YEArs

(Rs. in crores)
Sources of Funds 1. Funds generated from operations A. Prot / (Loss) after tax B. Depreciation (including Lease Equalisation) C. (Reversal) / Provision for diminution in value of investments (net) D. Net deferred tax charge E. Adjustment in General Reserve for difference in opening liability for Employee Benets (net of tax) 2. Proceeds from FCCN, Warrants and Convertible Debentures converted into Ordinary Shares and premium thereon 3. (a) Decrease in Working Capital (b) Decrease in Finance Receivables 4. Increase in Borrowings (net of repayments) 5. Decrease in short term deposits with banks 6. Investments sold (net of purchases and adjustment for diminution in value of investments) 7. Effect of amalgamation of TFL, TDDL and SCFL (2004-05 : spare parts division of TMISL) Application of Funds 8. Capital Expenditure (net) 9. Repayment of Borrowings (net of additional borrowings) 10. Investments made (net of sales) 11. Increase in short term deposits with banks 12. (a) Increase in Working Capital (b) Increase in Finance Receivables 13. Dividends (including tax thereon) 14. Arrears of preference dividend (including tax) pertaining to erstwhile Tata Finance Ltd. 15. Deferred Tax Assets (net) taken over on amalgamation 16. Miscellaneous Expenditure (to the extent not written off or adjusted) and utilisation of Securities Premium Account [Note (a) below ) Notes : (a) Utilisation of Securities Premium Account includes FCCN / CARS Right issue expenses and premium on redemption of Debentures (b) (c) The Sources and Application of funds does not include provision for premium on redemption of CARS / FCCN Figures for the previous years have been regrouped wherever necessary. * net of deferred tax 2007-2008 2006-2007 2005-2006 2004-2005 2003-2004

2028.92 647.82 (62.93) 401.54 3015.35 6.90 1348.30 2227.41 2271.38 8869.34 4705.95 2370.34 1122.40 659.68

1913.46 582.51 1.09 164.29 (14.19) 2647.16 96.38 1072.30 508.72 4324.56 2456.30 462.94 728.26 4.61 676.39

1528.88 522.48 (9.69) 142.15 2183.82 371.39 441.42 1075.29 906.60 123.58 5102.10 1347.63 288.50 2791.98 567.78 19.94 84.89

1236.95 450.16 9.67 51.13 1747.91 132.06 588.93 1235.65 135.04 0.48 3840.07 898.87 1343.69 1041.91 517.15

810.34 382.60 48.30 386.00 1627.24 578.29 977.81 3183.34 262.33 198.54 1833.27 240.50 288.76 318.25

10.97 8869.34

(3.94) 4324.56

1.38 5102.10

38.45 3840.07

41.69 3183.34

15.01 675.19*

0.09 284.25

5.41 298.20

42.48 293.60

49.56 1.53

52

AUdItOrs REPOrt
TO THE MEMBERS OF TATA MOTORS LIMITED 1. We have audited the attached Balance Sheet of TATA MOTORS LIMITED as at March 31, 2008, and also the Prot and Loss Account and the Cash Flow Statement for the year ended on that date both annexed thereto. These nancial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these nancial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the nancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the nancial statements. An audit also includes assessing the accounting principles used and signicant estimates made by the Management, as well as evaluating the overall nancial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specied in paragraphs 4 and 5 of the said Order. Further to our comments in the Annexure referred to in paragraph 3 above, we report that: (i) (ii) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

2.

3.

4.

(iii) the Balance Sheet, Prot and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account; (iv) in our opinion, the Balance Sheet, Prot and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; (v) On the basis of written representations received from the directors, as on March 31, 2008, and taken on record by the Board of Directors, we report that none of the directors is disqualied as on March 31, 2008 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956; and

(vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) (b) (c) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2008; in the case of the Prot and Loss Account, of the prot for the year ended on that date; and in the case of the Cash Flow Statement, of the cash ows for the year ended on that date.

For DELOITTE HASKINS & SELLS Chartered Accountants M.S. Dharmadhikari Partner Membership No.: 30802 Mumbai: May 28, 2008

53

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 3 of our report of even date)
i) (a) (b) The Company has maintained proper records showing full particulars including quantitative details and situation of xed assets. As explained to us, the Company has a programme for physical verication of xed assets in accordance with which the xed assets heve been physically veried during the year by the Management. In our opinion, the frequency of physical verication is reasonable. Having regard to the size of the operations of the Company and on the basis of explanations received, in our opinion, the net discrepancies found on physical verication were not material. (c) The xed assets disposed off during the year, in our opinion, do not constitute substantial part of the xed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company. (a) As explained to us, the stocks of nished goods (other than a signicant part of the spare parts held for sale) and work in progress in the Companys custody have been physically veried by the Management as at the end of the nancial year, before the year-end or after the year end, and in respect of stocks of stores and spares, the aforesaid spare parts held for sale, and raw materials in the Companys custody, there is a perpetual inventory system and a substantial portion of the stocks have been veried during the year. In our opinion, the frequency of verication is reasonable. In the case of materials and spare parts held for sale lying with third parties, certicates conrming stocks have been received in respect of a substantial portion of the stocks held during the year or at the year-end. (b) In our opinion and according to the information and explanations given to us, the procedures of physical verication of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verication between the physical stocks and the book records were not material having regard to the size of the operations of the Company. (a) The Company has not granted any loans, secured or unsecured to companies, rms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. As the Company has not granted any loans, clauses (iii)(b), (iii)(c) and (iii)(d) of Paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the Company. (b) The Company has not taken any loans, secured or unsecured from companies, rms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. As the Company has not taken any loans, clauses (iii)(f) and (iii)(g) of Paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the Company. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources do not exist for obtaining comparable quotations, there exist an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and xed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any major weakness in the internal control system of the Company. (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered. (b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees ve lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the period covered by our audit report. In respect of unclaimed deposits matured in earlier years that are outstanding during the year, the Company has complied with the provisions of Sections 58A, 58AA and any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business. We have broadly reviewed the books of account relating to the manufacture of motor vehicles pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 for any other products of the Company. (a) According to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it. We are informed by the Company that the Employees State Insurance Act, 1948 is applicable only to certain locations of the Company. With regard to the contribution under the Employees Deposit Linked Insurance Scheme, 1976 (the Scheme), we are informed that the Company has its own Life Cover Scheme, and consequently, an application has been made seeking an extension of exemption from contribution to the Scheme, which is awaited. Further, since the Central Government has till date not prescribed the amount of cess payable under Section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same.

(ii)

(iii)

(iv)

(v)

(vi)

(vii) (viii)

(ix)

54

(b)

(c)

According to the information and explanations given to us, no undisputed amounts payable in respect of statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to the Company were in arrears, as at March 31, 2008 for a period of more than six months from the date they became payable. According to the information and explanations given to us, details of dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute are given below: Particulars Income tax Sales tax Financial years to which the matter pertains 1994-95, 1996-97 and 1997-98 2002-2003, 2003-2004, 2004-2005 and 1997-98 1986-87, 1987-88, 1988-89, 1989-90, 1990-91, 1992-93, 1994-96 1989-90, 1992-93, 1994-95, 1995-96, 1996-97, 1999-2000, 2000-2001, 2004-05 1987-93, 1995-97, 1998-99, 2000-02, 2004-05 1984-86,1989-94,1996-2004, 2004-05, 2006-07 1964-67, 1971-76, 1979-80, 1982-83, 1986-89, 1991-98, 1998-99, 99-00, 00-01, 2001-02, 2004-2006 1988-89, 1989-90, 1991-92, 92-93, 1995-96, 1997-98 1984-86, 1986-87, 1988-89, 1990-91, 1995-96, 1997-98 1986-87, 1990-92, 1993-94, 1996-98, 1999-00, 2002-03 1989-90, 1991-92, 1993-94, 1996-1998, 2002-07 1984-85, 1987-1996, 2001-05, 2006-07 1990-93, 1993-94 Forum where dispute is pending Appellate Tribunal Commissioner (Appeals) High Court Appellate Tribunal Commissioner Joint Commissioner Deputy Commissioner Additional Commissioner Assistant Commissioner Trade Tax Ofcer Appellate Tribunal Commissioner (Appeals) Additional Commissioner Amount (Rs. in crores) 14.03 167.79 12.90 11.18 53.63 150.45 48.26 21.60 0.04 1.94 54.48 2.09 0.32

Excise duty

(x)

The Company does not have any accumulated losses at the end of the nancial year and has not incurred cash losses during the nancial year covered by our audit and the immediately preceding nancial year. (xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a nancial institution, bank or debenture holder. (xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. (xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benet fund/society. Therefore, the provisions of clause (xiii) of Paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the Company. (xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause (xiv) of Paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the Company. (xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or nancial institutions. Therefore, the provisions of clause (xv) of Paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the Company. (xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised other than amounts temporarily invested pending utilisation of the funds for the intended use. (xvii) In our opinion and according to the information and explanation given to us, and on an overall examination of the Balance Sheet of the Company, we report that generally no funds raised on short term basis have been used for long term investment by the Company. (xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956. (xix) In our opinion and according to the information and explanations given to us, during the period covered by our audit report, the Company has issued debentures and the security or charge has been created in respect of debentures issued. (xx) As informed to us, during the period covered by our audit report, the Company has not raised any money by public issues. (xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For DELOITTE HASKINS & SELLS Chartered Accountants M.S. Dharmadhikari Partner Membership No.: 30802 Mumbai: May 28, 2008

55

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Balance Sheet as at March 31, 2008

(Rs. in crores) As at Schedule Page March 31, SOURCES OF FUNDS 2007 1. SHAREHOLDERS FUNDS 385.54 385.41 (a) Share Capital 1 63 7453.96 6484.34 (b) Reserves and Surplus 2 63 7839.50 6869.75 2. LOAN FUNDS 2461.99 2022.04 (a) Secured 3 64 3818.53 1987.10 (b) Unsecured 4 64 6280.52 4009.14 975.72 786.83 3. DEFERRED TAX LIABILITY (NET) [Note A(3)(a), page 77] 15095.74 11665.72 4. TOTAL FUNDS EMPLOYED APPLICATION OF FUNDS 5. FIXED ASSETS 5 65 10830.83 (a) Gross Block 5443.52 (b) Less - Depreciation 5387.31 (c) Net Block 5064.96 (d) Capital Work-in-Progress 10452.27 4910.27 6. INVESTMENTS 6 66 7. CURRENT ASSETS, LOANS AND ADVANCES 0.86 (a) Interest accrued on investments 2421.83 (b) Inventories 7 70 1130.73 (c) Sundry Debtors 8 70 2397.31 (d) Cash and Bank Balances 9 70 4433.05 (e) Loans and Advances 10 71 10383.78 8. CURRENT LIABILITIES AND PROVISIONS 8667.20 (a) Current Liabilities 11 72 1989.43 (b) Provisions 12 72 10656.63 (272.85) 9. NET CURRENT ASSETS [(7) LESS (8)] 6.05 10. MISCELLANEOUS EXPENDITURE 13 72 (to the extent not written off or adjusted) 15095.74 11. TOTAL ASSETS (NET) 12. SIGNIFICANT ACCOUNTING POLICIES 13. NOTES TO BALANCE SHEET 14
As per our report attached For DELOITTE HASKINS & SELLS Chartered Accountants M S DHARMADHIKARI Partner

8775.80 4894.54 3881.26 2513.32 6394.58 2477.00 5.94 2500.95 782.18 826.76 6396.22 10512.05 6363.68 1364.32 7728.00 2784.05 10.09 11665.72

73 76

For and on behalf of the Board RATAN N TATA Chairman RAVI KANT N A SOONAWAlA Managing Director J J IRANI V R MEHTA P M TElANG R GOPALAKRISHNAN Executive Director N N WADIA S M PALIA C RAmAkrIshNAN R A MAshElkAr Chief Financial Ofcer Directors H K SETHNA Company Secretary Mumbai, May 28, 2008

Mumbai, May 28, 2008

56

Prot and Loss Account for the year ended March 31, 2008
(Rs. in crores) Schedule Page 2006-2007 INCOME 1. SALE OF PRODUCTS AND OTHER INCOME FROM OPERATIONS A (1) 59 33093.93 31819.48 LESS : EXCISE DUTY 4363.11 4349.45 2. DIVIDEND AND OTHER INCOME A (2) 59 28730.82 483.18 27470.03 245.19 27715.22 24734.71 (577.05) 24157.66 3557.56 85.02 586.29 313.07 2573.18 (659.72) 1913.46 776.76 2690.22 578.07 98.25 0.07 1000.00 1013.83 2690.22 49.76 47.24

29214.00 EXPENDITURE 3. MANUFACTURING AND OTHER EXPENSES B 60 26769.90 4. EXPENDITURE TRANSFERRED TO CAPITAL AND OTHER ACCOUNTS (1131.40) 25638.50 PROFIT BEFORE DEPRECIATION, INTEREST AND TAX 3575.50 5. PRODUCT DEVELOPMENT EXPENDITURE 64.35 6. DEPRECIATION 5 65 652.31 7. INTEREST AND DISCOUNTING CHARGES 282.37 [Note B(4), page 83] PROFIT BEFORE TAX 8. TAX EXPENSE [Note A(3)(c), page 77] PROFIT AFTER TAX 9. BALANCE BROUGHT FORWARD FROM PREVIOUS YEAR AMOUNT AVAILABLE FOR APPROPRIATION 10. APPROPRIATIONS (a) Proposed Dividend (b) Tax on Proposed Dividend (c) Residual dividend paid for year 2005-06 (including tax) (d) General Reserve (e) Balance carried to Balance Sheet (a) Basic (b) Diluted 14 to 18 Rupees Rupees 73 83 2576.47 (547.55) 2028.92 1013.83 3042.75 578.43 81.25 1000.00 1383.07 3042.75 52.64 48.28

11. EARNINGS PER SHARE [Note B (7), page 85]

12. SIGNIFICANT ACCOUNTING POLICIES 13. NOTES TO PROFIT AND LOSS ACCOUNT
As per our report attached to the Balance Sheet For DELOITTE HASKINS & SELLS Chartered Accountants M S DHARMADHIKARI Partner

For and on behalf of the Board RATAN N TATA Chairman RAVI KANT N A SOONAWAlA Managing Director J J IRANI V R MEHTA P M TElANG R GOPALAKRISHNAN Executive Director N N WADIA S M PALIA C RAmAkrIshNAN R A MAshElkAr Chief Financial Ofcer Directors H K SETHNA Company Secretary Mumbai, May 28, 2008

Mumbai, May 28, 2008

57

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Cash Flow Statement for the year ended March 31, 2008
2007-2008 A. Cash ow from Operating Activities Prot after tax 2028.92 Adjustments for: Depreciation (including Lease Equalisation adjusted in income) 647.82 Prot on sale of assets (net) (20.56) Prot on sale of investments (net) (168.62) Income from transfer of Technology (169.40) (Reversal of provision) / Provision for diminution in value of investments (net) (62.93) Provision for inter corporate deposits (net) (0.77) Gain on transfer of activity relating to nancing of Construction Equipment (30.00) Wealth tax (0.30) Tax expense 547.55 Interest / Dividend (net) 30.74 Exchange differences (46.34) 4.04 Employee Separation Cost 731.23 Operating Prot before Working Capital changes 2760.15 Adjustments for: Trade and other receivables (490.87) Inventories 79.12 Trade and other payables 2076.32 1664.57 Vehicle loans and hire purchase receivables 2046.80 3711.37 Cash generated from operations 6471.52 Direct taxes refund / (paid) (net) (297.02) Net Cash from Operating Activities 6174.50 B. Cash Flow from Investing Activities Purchase of xed assets (4411.26) Sale of xed assets 39.32 Proceeds from transfer Technology 169.40 Proceeds from transfer of activity relating to nancing of Construction Equipment 210.61 Loans to associates and subsidiaries (53.34) Advance against investments in subsidiary company (0.05) Investments in subsidiary companies (664.44) Investments in associate companies (91.91) Investments in joint venture (601.59) Investments in Mutual Fund (made)/ sold (net) (682.72) Decrease / (Increase) in Investments in retained interests in securitisation transactions 14.26 Investments - others (421.26) Sale of investments in subsidiary companies 164.25 Sale of investments in associate company 18.39 Sale / redemption of investments - others 106.37 Interest received 128.18 Dividend / Income on investments received 144.67 Receipt of Long Term Inter-corporate deposits 26.92 Decrease / (Increase) in short term Inter-corporate deposits 182.34 Net Cash used in Investing Activities (5721.86) C. Cash Flow from Financing Activities Proceeds from issue of Convertible Alternative Reference Securities (CARS) (net of issue expenses) 1969.99 Stamp duty on FCCN conversion (0.01) Proceeds from long term borrowings 2827.70 Repayment of long term borrowings (2831.24) Payment of premium on long term forward contracts Increase in short term loans (net) 405.48 Dividend paid (including Dividend tax) (674.91) Interest paid [including discounting charges paid, Rs. 276.09 crores (2006-07 Rs. 161.93 crores)] (564.55) Net Cash from Financing Activities 1132.46 Net Increase / (Decrease) in Cash and cash equivalents 1585.10 Cash and cash equivalents as at March 31, (Opening Balance) 826.76* Less : Exchange uctuation on FCCN / CARS proceeds kept out side India and on foreign currency bank balances (14.55) Cash and cash equivalents as at March 31, (Closing Balance) # 2397.31* *Includes Cash Collateral of Rs. 524.59 crores (as at March 31, 2007 Rs. 290.80 crores, as at March 31, 2006 Rs. 282.87 crores) # Includes unutilised proceeds from CARS issue (including interest thereon) Rs. 1122.40 crores (2006-07 Rs. Nil) Previous years gures have been restated, wherever necessary, to conform to this years classication.
As per our report attached to the Balance Sheet For DELOITTE HASKINS & SELLS Chartered Accountants M S DHARMADHIKARI Partner For and on behalf of the Board RATAN N TATA Chairman RAVI KANT N A SOONAWAlA Managing Director J J IRANI V R MEHTA P M TElANG R GOPALAKRISHNAN Executive Director N N WADIA S M PALIA C RAmAkrIshNAN R A MAshElkAr Chief Financial Ofcer Directors H K SETHNA Company Secretary Mumbai, May 28, 2008

(Rs. in crores)
2006-2007 1913.46 582.51 (14.64) (35.48) 1.09 0.65 659.72 103.36 (62.17) 4.03 1239.07 3152.53 (377.38) (488.71) 592.19 (273.90) (178.11) (452.01) 2700.52 (490.39) 2210.13 (2461.19) 95.15 (561.64) 137.17 (28.66) (6.75) 34.50 41.20 207.63 (262.51) (2805.10) (0.09) 1783.92 (814.26) (3.07) 273.80 (566.70) (370.02) 303.58 (291.39) 1119.43* (1.28) 826.76*

58

Mumbai, May 28, 2008

Schedules forming part of the Prot and Loss Account

SALE OF PRODUCTS AND OTHER INCOME 1. Sale of products and other income from operations (a) Sale of Products / Services (Schedule 15, page 88) (Note 1 below) (b) Income from Hire purchase / Loan contracts (Notes 2, 3, 4 and 5 below) (c) Miscellaneous income (Note 6 below) 2. Dividend and other income (a) Trade investments (long term) [Note 7 below] (b) Other investments (long term) [Note 8 below] (c) Other investments (current) [Note 9 below] (d) Prot on sale of investments (net) (trade, long term) [Note 10 below] (Rs. in crores) A [Item No. 1 and 2] 2007-2008 2006-2007

32521.83 363.20 208.90 33093.93 264.29 7.20 56.13 155.56 483.18

31064.70 546.51 208.27 31819.48 196.82 10.58 13.84 23.95 245.19

Notes : (1) Includes exchange gain (net) (2) Value of Hire purchase contracts entered into during the year : Purchased vehicles (Note 3 below) (3) Value of vehicles purchased and issued on Hire purchase contracts during the year (4) (i) Income from Hire purchase contracts includes net income from lease rentals and income on securitisation / sale of receivables under Hire purchase contracts (ii) Income from Loan contracts includes income on securitisation of Loan contracts (net) (5) Income from Loan contracts includes Interest income (net) (6) Miscellaneous income include : (i) Prot on sale of assets (net) [includes Capital Prots of Rs. 8.74 crores (2006-07 Rs. 8.24 crores)] (ii) Gain on transfer of activity relating to nancing of Construction Equipment (iii) Insurance claims for loss of prot due to re (7) Includes : (i) Dividend from subsidiary companies [including tax deducted at source of Rs. 3.79 crores (2006-07 Rs. Nil)] (ii) Reversal of provision for diminution in value of investment (8) Includes : (i) Reversal of provision for dimunution in value of investment (ii) tax deducted at source (9) Includes prot on sale of current investments (net) (10) Includes prot on sale of investments in subsidiary companies [Schedule 14 Note C(ii), page 86]

2007-2008 87.05

2006-2007 63.99 48.72 41.12

27.15 306.44

0.42 77.50 431.50

20.81 30.00

15.89 47.90

131.89 61.33 1.60 1.84 13.06 138.75

86.94 1.93 11.53

59

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Prot and Loss Account

(Rs. in crores) B [Item No. 3] MANUFACTURING AND OTHER EXPENSES 1. 2. 3. 4. 5. Purchase of products for sale etc. [Note B(1), page 83] Consumption of raw materials and components (Schedule 18, page 91) Processing charges Payments to and provisions for employees : (Refer Note B(5), page 84) (a) Salaries, wages and bonus (b) Contribution to provident and other funds (c) Workmen and staff welfare expenses [Note B(i), page 61] Expenses for manufacture, administration and selling : (a) Stores, spare parts and tools consumed (b) Freight, transportation, port charges, etc. (c) Repairs to buildings [Note B(ii), page 61] (d) Repairs to plant, machinery, etc. [Note B(iii), page 61] (e) Power and fuel (f) Rent (g) Rates and taxes (h) Insurance (j) Publicity (k) Incentive / Commission to dealers (l) Works operation and other expenses [Note B(iv), page 61] 1598.11 18592.08 851.43 1459.20 17915.73 823.79 2007-2008 2006-2007

1208.22 171.20 165.15 1544.57

1038.94 176.51 152.64 1368.09 504.63 479.04 23.49 49.16 327.41 19.96 32.51 30.56 251.54 332.65 1455.85 3506.80 (65.21) 75.99

701.14 543.20 25.87 53.52 325.19 41.87 16.64 46.48 286.77 347.11 1900.53 4288.32 (137.61) (7.48)

6. Exchange gain (net) on revaluation of foreign currency borrowings, deposits and loans given 7. 8. Excise Duty on Stock-in-trade Changes in Stock-in-trade and Work-in-progress :

A Opening Stock (i) Work-in-progress (ii) Stock-in-trade B Closing Stock (i) Work-in-progress (ii) Stock-in-trade

301.32 1103.02 1404.34 296.00 1067.86 1363.86 40.48 26769.90

286.31 768.35 1054.66 301.32 1103.02 1404.34 (349.68) 24734.71

60

Schedules forming part of the Prot and Loss Account

(Rs. in crores) B [Item No. 3] (contd.) NOTES : (i) Item 4 (c) : Workmen and staff welfare expenses include provisions for other employee benet schemes (ii) Item 5 (c) : Repairs to buildings exclude amounts charged to other revenue accounts (iii) Item 5 (d) : Repairs to plant, machinery, etc. exclude amounts charged to other revenue accounts (iv) Item 5 (l) : Works operation and other expenses include : (1) Loss on assets scrapped / written off (2) Commission and Brokerage on sales (3) Provisions and write off for sundry debtors, vehicle loans and advances (net) 362.86 45.95 165.74 62.95 0.25 2.40 1.25 5.33 14.28 26.63 2007-2008 2006-2007

8.16

8.96

142.96

123.63

(4) Securitisation expenses for Hire purchase / Loan contracts

61

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Prot and Loss Account

(Rs. in crores) B [Item No. 3] (contd.) MANAGERIAL REMUNERATION : 1. 2. 3. 4. Managerial remuneration for directors (excluding provision for encashable leave and gratuity as separate actuarial valuation for whole-time directors is not available) [Note below] The above is inclusive of : (a) Estimated expenditure on perquisites (b) Contribution to provident / superannuation funds (c) Commission to directors Directors sitting fees Commission to directors : (a) Prot after tax as per prot and loss account (b) Add: (i) Managerial remuneration (ii) Directors sitting fees (iii) Tax expense 0.24 0.27 7.90 0.20 2028.92 0.24 0.21 5.20 0.12 1913.46 6.77 0.12 659.72 1.09 586.29 1253.99 3167.45 (8.24) (35.48) (586.29) (630.01) 2537.44 253.74 3.00 25.37 2.20 0.37 2007-2008 2006-2007

9.96

6.77

9.96 0.20 547.55 652.31 1210.02 3238.94

(iv) Provision for diminution in value of investments (v) Depreciation as per books

(c) Less: (i) Capital prot : (a) Sale of assets (b) Sale of investments (c) Gain on transfer of activity relating to nancing of Construction Equipment (d) Income from transfer of Technology (ii) (iii) Write back of provision for diminution in value of investments Depreciation as per Section 350 of the Companies Act, 1956

(8.74) (168.62) (30.00) (169.40) (62.93) (652.31) (1092.00) 2146.94

Net Prot as per Section 349 / 350 of the Companies Act, 1956

214.69 (d) Commission to whole-time directors - 10% of net prot 4.40 Commission payable 21.47 (e) Commission to non-whole-time directors - 1% of net prot 3.50 Commission payable Notes : Excludes retirement benets relating to former whole-time Directors 0.50

62

Schedules forming part of the Balance Sheet

(Rs. in crores) 1 [Item No. 1(a)]

As at March 31, 2008 As at March 31, 2007

SHARE CAPITAL [Note (A) 1, page 76]

Authorised: 45,00,00,000 Ordinary shares of Rs. 10 each (as at March 31, 2007: 45,00,00,000 shares)

450.00

450.00

Issued and subscribed: 38,55,03,954 Ordinary shares of Rs. 10 each (as at March 31, 2007: 38,53,73,885 shares) Less: Calls in arrears Share Forfeiture

385.50 0.01 385.49 0.05 385.54

385.37 0.01 385.36 0.05 385.41

2 [Item No. 1(b)]

As at Additions Deductions As at March 31, March 31, 2007 2008 (a) Securities Premium Account [Note (i) and (ii) below] 1936.40 34.38 433.56 1828.70 107.79 0.09 (b) Capital Redemption Reserve 2.28 2.28 (c) Debenture Redemption Reserve 334.35 334.35 (d) Amalgamation Reserve 0.05 0.05 (e) Special Reserve 55.05 55.05 (f) Revaluation Reserve [Note (iii), page 64] 25.95 0.44 26.39 0.44 (g) General Reserve [Note (iv), page 64] 3116.43 1000.00 2130.62 1000.00 14.19 5470.51 1034.38 434.00 4377.44 1107.79 14.72 (h) Prot and Loss Account
Notes:

RESERVES AND SURPLUS

1537.22 1936.40 2.28 2.28 334.35 334.35 0.05 0.05 55.05 55.05 25.51 25.95 4116.43 3116.43 6070.89 5470.51 1383.07 1013.83 7453.96 6484.34

2007-2008 Deductions

2006-2007 Additions Deductions

Additions (i) The opening and closing balances of Securities Premium Account are net of calls in arrears of Rs. 0.03 crore (ii) Changes in Securities Premium Account (a) Premium on shares issued on conversion of Foreign Currency Convertible Notes (FCCN) and on shares issued which were held in abeyance out of Right issue of shares 6.77 (b) Provision for premium on redemption of Convertible Alternative Reference Securities (CARS) (net of tax of Rs. 215.52 crores) (c) CARS issue expenses [net of tax of Rs. 7.72 crores] (d) Exchange difference on provision for premium on redemption of FCCN / CARS [net of tax Rs. 2.87 crores (2006-07 Rs. Nil)] [including credit for reversal upon conversion of FCCN Rs. Nil (2006-07 Rs. 6.95 crores)] 27.61 (e) Stamp Duty charges on conversion of FCCN contd. 34.38

418.55 15.00

93.84

0.01 433.56

13.95 107.79

0.09 0.09

63

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Balance Sheet

(Rs. in crores) 2 [Item No. 1(b)] (contd.)
(iii) Changes in Revaluation Reserve : Depreciation on revalued portion of assets taken over on amalgamation of Telco Dadajee Dhackjee Ltd (iv) Changes in General Reserve : (a) Difference in opening liability upon implementation of Accounting Standard Revised AS15 Employee Benets (net of tax of Rs. Nil [ 2006-07 Rs. 7.21 crores]) (b) Amount transferred from Prot and Loss Account 2007-2008 Additions Deductions 2006-2007 Additions Deductions

0.44

0.44

1000.00 1000.00

1000.00 1000.00

14.19 14.19

3 [Item No. 2(a)] LOANS - Secured [Note (A) 2, page 76] (a) Privately placed Non-Convertible Debentures : (i) 14.75% Non-Convertible Debentures (2008) [Notes 2(i)(a) and 2(ii), Page 76 and 77] (ii) Floating Rate Non-Convertible Debentures (2007) (iii) Secured Rated Redeemable Non-Convertible Debentures [Notes 2(i)(b) and 2(ii), Page 76 and 77] (b) Loan from Technology Development Board (c) Sales Tax Deferment Loan [Note 2(i)(c), Page 77] (d) From Banks : (i) Buyers line of credit [Note 2(i)(d) and 2(i)(e), Page 77] (ii) Loans, Cash Credit and Overdrafts Accounts [Note 2(i)(e), Page 77] As at March 31, 2008 As at March 31, 2007

70.50 100.00 48.45 849.80 1393.24 2461.99

70.50 5.00 6.00 73.28 431.26 1436.00 2022.04

4 [Item No. 2(b)] LOANS - Unsecured (a) Foreign Currency Convertible Notes (FCCN) / Convertible Alternative Reference Securities (CARS) [Note (C) (i), page 86] (b) Long term loans in foreign currency - others (c) Commercial papers (d) Short term loans from Subsidiaries

As at March 31, 2008

As at March 31, 2007

3661.03 100.00 57.50 3818.53

1764.69 202.83 19.58 1987.10

64

Schedules forming part of the Balance Sheet

(Rs. in crores) 5[Item No. 5]
FIXED ASSETS Accumulated Cost as at Additions / Deductions / Cost as at Depreciation depreciation April 1, Adjustments Adjustments March 31, for the year 2007 2008 2007-2008 up to March 31, [Note (iv)] 2008 [Note (vi) and (ix)] [Note (v) and (ix)] 5.31 113.80 119.11 5.31 5.31 839.11 802.06 72.27 38.74 6707.44 6000.01 55.47 45.22 73.42 70.27 34.51 34.51 102.26 93.28 150.75 188.57 31.28 31.28 442.94 451.70 125.56 91.13 135.48 119.47 8775.80 7971.55 197.55 37.23 33.53 1669.19 821.28 11.72 10.25 19.30 5.28 20.72 16.67 29.59 86.10 34.43 133.75 16.01 2281.72 974.68 6.99 0.18 58.83 113.85 0.36 2.13 16.89 7.69 108.65 37.82 34.97 8.76 226.69 170.43 1029.67 839.11 72.27 72.27 8317.80 6707.44 67.19 55.47 92.36 73.42 34.51 34.51 106.09 102.26 42.10 150.75 29.59 31.28 31.28 407.97 442.94 211.66 125.56 269.23 135.48 10830.83 8775.80 25.09 21.98 0.72 0.41 512.36 449.86 2.49 1.99 4.03 3.62 14.06 9.29 11.28 15.82 6.45 0.08 0.08 4.87 6.04 41.82 29.54 29.06 47.66 652.31 586.29 280.10 256.42 5.16 4.44 4352.48 3818.14 25.84 23.35 40.67 36.92 34.51 34.51 59.05 59.57 24.26 88.39 6.45 1.68 1.17 390.12 419.31 91.83 50.01 131.37 102.31 5443.52 4894.54 Net Book Value as at March 31, 2008 119.11 5.31 749.57 582.69 67.11 67.83 3965.32 2889.30 41.35 32.12 51.69 36.50 47.04 42.69 17.84 62.36 23.14 29.60 30.11 17.85 23.63 119.83 75.55 137.86 33.17 5387.31 3881.26 5064.96 2513.32 10452.27 6394.58

(a) (b) (c) (d) (e) (f) (g) (h) (j) (k) (l)

Land Buildings, etc. [Note (i) and (ii)(a)] Leasehold Land [Note (ii)(b)] Plant & Machinery and Equipment [Note (ii)(a) and (iii)] Water System and Sanitation [Note (ii)(a)] Furniture, Fixtures and Ofce Appliances [Note (iii)] Technical Know-how Vehicles and Transport [Note (iii)] Plant taken on Lease [Note (viii)] IT Assets taken on lease Leased Premises

(m) Assets given on lease (n) (o) Software Product Development Cost GRAND TOTAL (p) Capital Work in Progress [Note (vii)]

Notes : (i) Buildings include Rs. 8,631 (as at March 31, 2007 Rs. 8,631) being value of investments in shares of Co-operative Housing Societies. (ii) (a) Buildings, Water System and Sanitation and Plant and Machinery include Gross block Rs. 4.76 crores, Rs. 1.50 crores and Rs. 3.76 crores (as at March 31, 2007 Rs. 4.76 crores, Rs. 1.50 crores and Rs. 3.76 crores) and Net Block Rs. 0.08 crore, Rs. 0.08 crore and Rs. 0.34 crore respectively (as at March 31, 2007 Rs. 0.08 crore, Rs. 0.08 crore and Rs. 0.35 crore) in respect of expenditure incurred on capital assets, ownership of which does not vest in the Company. (b) The registration of Leasehold Land of Rs. 33.53 crores acquired in the year 2006-07 is in process. (iii) Includes Plant & Machinery and Equipment, Furniture, Fixtures and Ofce Appliances and Vehicles and Transport having Gross block of Rs. 145.65 crores, Rs. 0.90 crore and Rs. 1.40 crores (as at March 31, 2007 Rs. 144.15 crores, Rs. 0.45 crore and Rs. 1.36 crores), and Net block of Rs. 6.98 crores, Rs. 0.02 crore and Rs. 0.19 crore (as at March 31, 2007 Rs. 7.89 crores, Rs. 0.01 crore and Rs. 0.10 crore) respectively, held for disposal. (iv) Additions / Adjustments include : (a) exchange differences and net premiums on derivative contracts, net loss of Rs.1.82 crores (as at March 31, 2007 net gain of Rs. 17.08 crores). (b) premises acquired in satisfaction of debts amounting to Rs. 3.17 crores (as at March 31, 2007 Rs. Nil) (v) Accumulated Depreciation includes : (a) an adjustment of Rs. 99.28 crores (as at March 31, 2007 Rs. 89.92 crores) on assets transferred / sold / discarded during the year. (b) lease equalisation of Rs. 4.49 crores (2006-07 Rs. 3.78 crores) adjusted in lease rental income. (c) depreciation of Rs. 0.44 crore (2006-07 Rs 0.44 crore) on revalued portion of gross block of TDDL transferred to Revaluation Reserve. (vi) Depreciation for the year includes loss of Rs. 7.91 crores (2006-07 Rs. 11.37 crores) on assets held for disposal. (vii) Capital Work-in-Progress includes : (a) Product Development Cost Rs. 1705.86 crores (as at March 31, 2007 Rs. 893.98 crores) (b) advances for capital expenditure of Rs. 668.92 crores (as at March 31, 2007 Rs. 415.60 crores). (viii) The assets are under renewable secondary lease. (ix) Depreciation for the year and Accumulated Depreciation includes amortisation, diminution in value of assets and write down of assets net of reversals.

65

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Balance Sheet

(Rs. in crores)

6[Item No. 6] INVESTMENTS

Number Face Value Description Per Unit I. Long Term Investments (at Cost) (A) Trade Investments (1) Fully paid Ordinary / Equity shares (Quoted) 24,26,929 10 Automobile Corporation of Goa Ltd. (19,32,959 shares acquired during the year) 3,14,41,382 10 Tata Steel Ltd. (56,34,653 shares acquired during the year) 70,249 10 Tata Chemicals Ltd.

As at March 31, 2008

As at March 31, 2007

92.79 395.73 0.24

0.88 216.23 0.24 217.35

488.76 (2) Investments in Subsidiary Companies (a) Fully Paid Ordinary / Equity Shares (Unquoted) 75.00 75.00 75,00,000 100 Sheba Properties Ltd. 224.10 224.10 3,03,00,600 10 Tata Technologies Ltd. 119.50 119.50 5,97,50,000 10 Telco Construction Equipment Company Ltd. [Note 9, Page 68] 29.63 29.63 24,48,120 10 Concorde Motors (India) Limited 150.00 150.00 6,50,00,000 10 TAL Manufacturing Solutions Ltd. 68.00 80.00 3,40,00,000 10 HV Transmissions Ltd. (60,00,000 shares sold during the year) 76.50 90.00 3,82,50,000 10 HV Axles Ltd. (67,50,000 shares sold during the year) 17.31 17.31 5,00,000 10 Tata Motors Insurance Services Ltd. 245.41 245.41 30,16,060 (KRW) 5000 Tata Daewoo Commercial Vehicle Co. Ltd. (Korea) 4.02 4.02 5,00,000 (GBP) 1 Tata Motors European Technical Centre Plc, UK 0.63 0.63 7,900 - INCAT Systems Inc. [Note 8, Page 68] 550.00 75,00,00,000 10 Tata Motors Finance Ltd. (formerly known as TML Financial Services Ltd.) 1150.00 [Note 10, page 68(30,00,00,000 shares acquired during the year) 30.60 0.03 3,06,00,000 10 Tata Marcopolo Motors Ltd. (3,05,74,500 shares acquired during the year) 45.47 11.61 35,07,000 (THB) 100 Tata Motors (Thailand) Ltd. [Note 11, Page 68] (Balance 75% call money paid up during the year) 100 (SGD) 1 TML Holdings Pte Ltd. (Singapore) (100 shares acquired during the year for Rs. 2,778.73) 2236.17 1597.24 (b) Fully paid Cumulative Redeemable Preference Shares (Unquoted) 13,54,195 100 7.00% Concorde Motors (India) Limited

13.54

13.54 1610.78

2249.71 (3) Fully Paid Ordinary / Equity Shares (Unquoted) in Others 3.11 3.11 50,59,203 1(S$) Tata Precision Industries Pte. Ltd. (Singapore) [Note 6, Page 68] 3.85 3.85 25,000 1000 Tata International Ltd. 0.14 0.14 1,383 1000 Tata Services Ltd. 0.01 0.01 350 900 The Associated Building Company Ltd. 82.97 82.97 66,65,780 100 Tata Industries Ltd. 4.68 4.68 22,500 100 Tata Projects Ltd. 1.27 1.27 16,000 (TK) 1000 NITA Co. Ltd. (Bangladesh) 0.67 0.67 33,600 100 Kulkarni Engineering Associates Ltd. 90.00 90.00 9,00,00,000 10 Tata Cummins Ltd. 68.75 68.75 12,375 1000 Tata Sons Ltd. 34.27 32.00 2,28,80,208 10 Tata Teleservices Ltd. (8,80,008 shares acquired during the year) 98.67 98.67 8,38,67,086 10 Tata AutoComp Systems Ltd. 22.50 22.50 2,25,00,001 10 Haldia Petrochemicals Ltd. 2.34 2.34 28,263 (EUR) 31.28 Hispano Carrocera, S A [Note 7, Page 68] 0.14 - Tata Securities Private Ltd. (3,00,430 shares sold during the year) 0.24 0.24 2,40,000 10 Oriental Floratech (India) Pvt. Ltd. 1.94 1.94 49,436 100 TSR Darashaw Ltd. 601.59 3,30,48,497 100 Fiat India Automobiles Pvt. Ltd. (3,30,48,497 shares acquired during the year) 1017.00 (4) - - 1,00,000 1000 2,10,00,000 10 50,00,000 10 Fully paid Cumulative Redeemable Preference Shares (Unquoted) in others 6% Tata Sons Ltd. (1,00,000 Shares redeemed during the year) 7% Tata Sons Ltd. (1,00,000 Shares acquired during the year) 7% Tata AutoComp Systems Ltd. 7.50% Rallis India Ltd.

413.28

10.00 21.00 5.00

10.00 21.00 5.00 36.00

(5) Fully paid Cumulative Compulsorily Convertible Preference Shares (Quoted) in others 2,39,49,693 100 1% Tata Steel Ltd. (2,39,49,693 Shares acquired during the year) (6) 6,80,000 100 7,500 3000 Non Convertible Debentures (Unquoted) Rushi Automobiles Ltd. 8% Tata Projects Ltd. Carried Forward

36.00 239.50

1.29 2.25 4034.51

1.89 2.25 2281.55

66

Schedules forming part of the Balance Sheet

(Rs. in crores)

6[Item No. 6] (contd.)

As at As at March 31, 2007

INVESTMENTS (contd.)
Number Face Value Description Per Unit I. Long Term Investments (at Cost) (contd.) (B) Other Investments

March 31, 2008

Brought forward

4034.51

2281.55

(1) Fully paid Equity Shares (Unquoted) 50,000 10 NICCO Jubilee Park Ltd. (2) 36,07,493 100 Fully paid Bonds (Quoted) 6.25% EXIM 2007 6.50% EXIM 2007 8.30% EXIM 2007 8.60% HDFC Limited 2007 8.70% Indogulf Fertilisers Limited 2007 6.60% Panatone Fininvest Ltd 2008 6.75% Tax free Unit Trust of India 2008 7.10% Tata Sons 2007

0.05 9.79 9.87 5.17 10.42 36.57 24.62 37.84 10.00

0.05

37.84

Less : Provision for Diminution in value of Long Term Investments Total - Long Term Investments

37.84 4072.40 15.64 4056.76

144.28 2425.88 78.57 2347.31

II. Current Investments - others (at Cost or Fair value whichever is lower) (A) Investments in Mutual Fund (Unquoted) (a) Liquid/Liquid Plus Schemes 1,50,08,288 10 Birla Cash Plus - Institutional Premium - Weekly Dividend Reinvestment 15.06 9,64,78,410 10 Birla Sun Life Liquid Plus-Institutional - Weekly Dividend Reinvestment 96.69 1,52,00,559 10 Chola Liquid Super Institutional Plan Weekly Dividend 15.20 2,00,69,278 10 DWS Insta Cash Plus Fund Super Institutional - Weekly Dividend Plan 20.13 3,52,172 1000 DSP Merrill Lynch Cash Plus - Institutional Weekly Dividend 35.25 7,308 10 JM High Liquidity Fund Super Institutional Plan Growth 0.01 9,15,52,061 10 LIC MF Liquid Plus Fund - Weekly Dividend Plan 91.63 1,22,800 10 Principal Cash Management Fund 0.15 7,15,15,540 10 ICICI Prudential Institutional Liquid Plan - Super Institutional Weekly Dividend Re-Investment 71.63 41,41,565 10 ICICI Prudential Floating Rate Plan - Dividend Reinvestment 5.98 6,36,70,010 10 ICICI Prudential Flexible Plan - Weekly Dividend Reinvestment 67.19 6,82,15,031 10 Sundaram BNP Paribas Money Fund Super Institutional Weekly Dividend Reinvestment 71.95 5,92,76,729 10 Sundaram BNP Paribas Liquid Plus Super Institutional Dividend Reinvestment Weekly 60.61 1,78,410 1000 Tata Liquid Super High Investment Fund-Weekly Dividend 20.53 8,76,81,666 10 Tata Floater Fund - Weekly Dividend 88.48 5,06,13,756 10 Templeton Floating Rate Income Fund Long Term Plan - Weekly Dividend Reinvestment 51.13 4,63,300 1000 UTI - Liquid Plus Fund Institutional Weekly Dividend Plan-Reinvestment 46.40 3,27,078 1000 Tata Treasury Manager SHIP Weekly Dividend 32.77 (b) Income Plan JM Equity and Derivative Fund Growth 30.00 JM Equity and Derivatives fund - Dividend Option 21.99 790.79 (B) Investments in Equity shares (Quoted) 35,000 10 Elcot Power Control Ltd 0.37 0.37 0.37 91,800 10 Munis Forge Ltd 0.37 30,997 10 Root Industries Ltd 0.19 0.19 0.93 (C) Investments in Government Securities (Quoted) 170 1000 12.00% Uttar Pradesh 2011 Stock 0.02 0.02 0.02 13.00% Maharashtra State Development Loan 2007 (200 units redeemed during the year) 13.00% Industrial Finance Corporation of India 2007 Bonds 0.75 (7,500 units redeemed during the year) 0.02 Total - Current Investments carried forward 791.74 4056.76 Total - Long Term Investments carried forward

51.99

0.93

0.79 53.71 2347.31

67

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Balance Sheet

(Rs. in crores)

6[Item No. 6] (contd.) INVESTMENTS (contd.)

As at March 31, 2008

As at March 31, 2007

Number Face Value Description Per Unit Long Term Investments brought forward 4056.76 II. Current Investments (at Cost or Fair value whichever is lower) (Contd.) Brought forward 791.74 (D) Investments in Preference Shares (Unquoted) 1.00 1,00,000 100 15.50% Pennar Paterson Securities Ltd 1.00 2.00 2,00,000 100 15.00% Atcom Technologies Ltd - Cumulative Preference Shares 2.00 3.00 Less : Provision for Diminution in value of Current Investments Total - Current Investments III. Retained interest in securitisation transactions (Unquoted) (Long term) - Others IV. Advance against Investments Advance against Investment in TML Distribution Company Ltd Notes : (1) (2) (3) (4) (5) (6) Total - Investments 794.74 3.93 790.81 62.65 0.05 4910.27 764.45 4145.82 2530.55 43.02

2347.31

53.71

3.00 56.71 3.93 52.78 76.91 2477.00 359.14 2117.86 1323.08 2.08

Face Value per unit in Rupees unless stated otherwise Book Value of quoted investments Book Value of unquoted investments Market Value of quoted investments Investment in Mutual Funds includes dividend reinvested

The Company has, given an undertaking to Citibank NA, for non-disposal of its shareholding in Tata Precision Industries Pte. Ltd. (TPI), Singapore against loans and other facilities extended by the Bank to TPI and Tata Engineering Services Pte. Ltd. (TES), Singapore, a wholly owned subsidiary of TPI, aggregating SGD 13.85 million (Rs. 40.31 crores as on March 31, 2008) in total. The Company has also given an unsecured loan amounting to SGD 2.50 million (Rs. 7.27 crores as on March 31, 2008) [SGD Nil (Rs. Nil) as at March 31, 2007] to TPI Singapore. The Company acquired 21% shares in Hispano Carrocera, S.A. on March 16, 2005. As per the terms of agreement, the Company has an Option to acquire the remaining 79% of the shares through one or more tranfers, as per terms and conditions duly agreed upon at a price not exceeding Euro 2 million. (Rs. 12.68 crores as on March 31, 2008). The Company has given an unsecured subordinated Loan of Euro 15 million (Rs. 95.09 crores) as at March 31, 2008 [Euro 7 million (Rs. 40.52 crores) as at March 31, 2007]. The Company has also given a letter of comfort to Citibank NA against working capital loans extended by the bank to Hispano aggregating Euro 7 million. (Rs. 44.39 crores as on March 31, 2008). The Company has also given an undertaking to Citibank NA for non-disposal of its shareholding in Hispano during the tenure of the loan. The Company has given a letter of comfort to Standard Chartered Bank against the term loan upto US $ 60 million (Rs. 240.75 crores as on March 31, 2008) extended by the bank to INCAT Systems Inc., an indirect subsidiary of the Company. As per the shareholders agreement dated December 9, 2005, between Hitachi Construction Machinery Co. Ltd and the Company, these shares are under restriction for sale, assign or transfer for a period of 5 years from the date of the agreement.

(7)

(8) (9)

(10) The company has given a letter of comfort to ICRA Ltd for issuing a rating letter to enable Tata Motors Finance Ltd to raise short term debt of Rs. 300 crores. (11) The Company has given letter of comfort to Citibank NA against the short term and long term loans aggregating THB 850 million (Rs. 108.38 crores as on March 31, 2008) given by Citibank NA to Tata Motors (Thailand) Ltd (TMTL). The letter of comfort is restricted to 70% of the said amount i.e. THB 595 million (Rs. 75.87 crores as on March 31, 2008). As per the proposed arrangement to be entered between the Company, Thonburi and Citibank NA, on occurence of certain event, the Company may have to purchase Thonburis stake of 20% in TMTL. Consequently, this letter of comfort will be prorata increased to reect the increased stake in the above loan. Also the Company has given an undertaking to Citibank NA for non-disposal of its shareholding in TMTL below 51% during the tenure of the loan. (12) Trade Investments also include : Face Description Value Per Unit Rupees 10 Metal Scrap Trade Corporation Ltd 5 Jamshedpur Co-operative Stores Ltd 1(M$) Tatab Industries Sdn. Bhd. Malaysia 10 American Express Services Ltd 25,000 ICICI Money Multiplier Bond 10 Optel Telecommunications 10 Punjab Chemicals

Number 5,000 50 16,56,517 100 4 100 200

Rupees 25,000 250 1 1 1 1,995 1

Rupees 25,000 250 1 1 1 1,995 1

68

Schedules forming part of the Balance Sheet

(Rs. in crores)

6[Item No. 6] (contd.) INVESTMENTS (contd.)

(13) Current Investments acquired and sold during the year : Name Birla Cash Plus - Institutional Premium - Growth Birla Cash Plus IP Premium - Weekly Dividend Reinvestment Birla Quarterly Interval - Series3 - Dividend - Reinvestment Birla Sunlife Liquid Plus - Institutional - Weekly Dividend BSL Interval Income - Institutional - Monthly - Series 1 - Dividend Reinvestment BSL Quarterly Interval - Series2 - Dividend - Payout DBS Chola Freedom Income STP Institutional - Weekly Dividend DBS Chola Liquid Super Institutional Plan - Weekly Dividend DBS Chola Liquid Super Institutional Plan - Cumulative Dividend DBS Chola Short Term Floating Rate Fund Deutsche Short Maturity Fund - Weekly Dividend DSP Merrill Lynch Cash Plus - Institutional - Weekly Dividend DSP Merrill Lynch Liquid Plus Institutional Plan - Weekly Dividend DWS Insta Cash Plus Fund Super Institutional - Weekly Dividend Plan DWS Money Plus Fund - Institutional Plan - Weekly HDFC Cash Fund Savings Plan - Growth HDFC Cash Management Fund Savings Plus Plan Wholesale Growth HDFC Floating Rate Income Fund - STP - Growth HDFC Floating Rate Income Fund Stp Wholesale Option - Weekly Dividend HDFC Liquid Fund - Premium Plus Plan - Dividend Reinvestment HDFC Liquid Fund - Premium Plan - Growth HDFC Premium Plus Plan - Growth HSBC Cash Fund Institutional Liquid Growth HSBC Cash Fund Ip - Weekly Dividend HSBC Liquid Plus Ip Plus Weekly Dividend Reinvestment ICICI Prudential Flexible Income Plan Dividend - Weekly Dividend Reinvestment ICICI Prudential Flexible Income Plan Dividend - Weekly Dividend Reinvestment ICICI Prudential Institutional Liquid Plan - Super Institutional Weekly Dividend Reinvestment ICICI Prudential Interval Plan 2 Qtrly C - Retail Dividend ING Liquid Plus Fund - Institutional Weekly Dividend ING Vysya Liquid Fund - Growth ING Vysya Liquid Fund Institutional Weekly Dividend Option JM High Liquidity Fund - Super Institutional Plan - Growth JM J93 High Liquidity Fund - Super IP - Weekly Dividend JM Money Manager Fund - Super Plus Plan - Weekly Dividend Kotak Flexi Debt Scheme - Daily Dividend Kotak Liquid - Growth LIC Liquid Fund - Dividend Plan - Daily Dividend LIC Liquid Growth LIC Liquid Plus Fund - Weekly Dividend Plan LIC MF Liquid Fund - Dividend Plan Principal Cash Management Fund - Liquid Option Institutional - Premium Plan Growth Principal Cash Management Fund - Liquid Option - Institutional Plan - Daily Dividend Principal Cash Management Liquid Option Institutional Premium Daily - Dividend Reinvestment Principal Cash Management Fund Liquid Option Instl Prem Plan - Dividend Reinvestment Principal CMF IPP Weekly Dividend Principal Floating Rate Fund - SMP - Institutional Option - Weekly Dividend Reinvestment Principal Liquid Plus Fund - Weekly Dividend Reinvestment Prudential ICICI Flexible Income Plan - Growth Prudential ICICI Interval Plan 1 - Monthly A - Retail Dividend Prudential ICICI Liquid Institutional Plus - Daily Dividend Prudential ICICI Liquid Plan - Super - Institutional - Growth Prudential ICICI - Interval Plan 2 - Quarterly F - Retail Dividend Standard Chartered Liquidity Manager - Weekly Dividend Standard Chartered Liquidity Manager - Growth Sundaram BNP Paribas Liquid Plus Super Institutional Weekly Dividend Reinvestment Sundaram BNP Paribas Liquid Plus Super Institutional Weekly Dividend Reinvestment Sundaram BNP Paribas Money Fund Super Institutional Weekly Dividend Reinvestment Sundaram BNP Paribas Money Fund Super Institutional Growth Sundaram Money Fund - Weekly Dividend Tata Floater Fund - Growth Tata Floater Fund - Weekly Dividend Tata FMP - Scheme A3 Institutional Tata Liquid Fund - Daily Dividend Tata Liquid Super High Investment Fund - Daily Dividend Tata Liquid Super High Investment Fund - Weekly Dividend Tata Liquid Super High Level Investment Fund - Appreciation Tata Treasury Managership Weekly Dividend Templeton India Short Term Income Plan Institutional - Weekly Dividend Reinvestment Templeton Floating Rate Income Fund Long Term Plan Super Institutional Option Weekly Dividend Reinvestment Templeton India Treasury Management Account Templeton India Treasury Management Account Institutional Plan - Weekly Dividend Reinvestment Templeton India Treasury Management Account Super Institutional Plan - Weekly Dividend Reinvestment UTI Fixed Income Interval Fund - 3 Month UTI Liquid Cash Plan I - Growth UTI Liquid Cash Plan Institutional Weekly Dividend Reinvestment UTI Liquid Cash Plan Institutional Weekly Income Option Reinvestment UTI Liquid Plus Fund Institutional Weekly Dividend No. of Units 48,91,49,004 72,52,12,323 3,05,61,054 6,53,07,106 3,05,33,219 5,00,10,356 6,61,10,887 6,00,14,621 3,72,48,110 5,62,78,031 36,99,55,030 18,71,632 9,01,454 9,50,91,882 9,00,80,634 4,89,50,099 4,69,88,900 9,41,96,966 9,59,41,375 34,68,68,028 3,14,74,650 16,28,76,414 7,74,32,458 1,99,47,397 9,52,73,316 9,12,23,407 4,17,38,603 54,41,49,740 5,09,43,257 9,55,35,465 11,66,21,927 34,07,35,529 3,23,06,785 12,61,14,628 4,01,03,610 4,55,67,615 2,85,95,576 8,72,99,789 14,72,60,488 7,07,44,182 10,02,89,002 62,29,39,682 2,50,10,319 4,20,11,300 9,02,84,984 48,19,27,867 16,65,55,800 1,00,54,206 6,17,53,528 1,99,55,712 19,40,26,946 62,63,85,099 2,03,75,600 15,51,508 6,28,007 8,33,59,222 14,32,97,103 19,87,61,408 11,89,62,400 9,72,75,527 8,21,00,898 2,97,46,264 2,02,42,459 2,24,342 28,27,479 42,66,764 41,07,867 11,88,588 1,99,282 11,38,82,377 27,26,885 27,72,561 5,41,447 4,02,43,274 29,92,727 11,82,861 10,79,054 9,50,337 Face value Purchase Cost 489.15 725.21 30.56 65.31 30.53 50.01 66.11 60.01 37.25 56.28 369.96 187.16 90.15 95.09 90.08 48.95 46.99 94.20 95.94 346.87 31.47 162.88 77.43 19.95 95.27 91.22 41.74 544.15 50.94 95.54 116.62 340.74 32.31 126.11 40.10 45.57 28.60 87.30 147.26 70.74 100.29 622.94 25.01 42.01 90.28 481.93 166.56 10.05 61.75 19.96 194.03 626.39 20.38 155.15 62.80 83.36 143.30 198.76 118.96 97.28 82.10 30.00 20.24 22.43 282.75 426.68 410.79 118.86 19.93 113.88 272.69 277.26 54.14 40.24 299.27 118.29 107.91 95.03 610.00 742.51 30.56 65.35 30.53 50.01 66.30 75.22 40.00 65.00 375.59 222.56 90.31 115.44 90.57 80.00 80.04 95.54 97.26 431.10 50.00 254.00 95.00 20.02 95.61 96.23 44.06 616.43 50.94 95.97 135.00 340.97 40.00 126.39 40.37 45.71 45.00 95.86 210.00 162.41 110.12 758.20 25.01 42.01 90.38 482.25 166.73 10.05 95.09 20.11 194.03 720.00 20.38 155.35 70.00 85.18 145.57 281.13 195.00 100.45 95.09 30.03 20.24 25.00 315.13 511.80 592.00 151.81 20.12 166.15 312.00 280.45 55.04 40.24 385.12 121.08 110.38 141.58

69

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Balance Sheet

7 [Item No. 7 (b)] INVENTORIES (as valued and certied by the Management) (a) Stores and spare parts (at or below cost) (b) Consumable tools (at cost) (c) Raw materials and components (d) Work-in-progress (e) Stock-in-trade (f) Goods-in-transit (at cost) Note : Items (c), (d) and (e) above are valued at lower of cost and net realisable value. (Rs. in crores) As at March 31, 2008 111.15 16.61 778.57 296.00 1067.86 151.64 2421.83 As at March 31, 2007 139.00 17.44 872.59 301.32 1103.02 67.58 2500.95

As at 8 [Item No. 7(c)] March 31, 2008 SUNDRY DEBTORS (a) Over six months : (unsecured) Considered good 61.08 Considered doubtful 34.60 (b) Others (unsecured) Considered good 1053.79 1149.47 Less : Provision for doubtful debts 34.60 1114.87 (c) Future instalments receivable from hirers / lessees [secured under hire purchase / lease agreements and by promissory notes from hirers] [Note A (4), page78] : Considered good 17.55 Considered doubtful 7.20 24.75 Less : Provision for doubtful instalments 7.20 17.55 Unearned nance and service charges on lease receivable / hire purchase contracts (1.69) 15.86 1130.73 9 [Item No. 7(d)] CASH AND BANK BALANCES (a) Cash on hand (b) Current Accounts with Scheduled Banks [including in foreign currencies Rs. 24.32 crores (as at March 31, 2007 Rs. 7.84 crores), cheques on hand Rs. 174.47 crores (as at March 31, 2007 Rs. 138.76 cores) and remittances in transit Rs. 359.59 crores (as at March 31, 2007 Rs. 234.98 crores)] (c) Short term deposits with Scheduled Banks [including in foreign currencies Rs. 1122.40 crores (as at March 31, 2007 Rs. Nil)]* (d) Margin Money / Cash Collateral with Scheduled Banks *Includes unutilised proceeds from Convertible Alternative Reference Securities issue As at March 31, 2008 2.00

As at March 31, 2007 56.56 31.80 679.20 767.56 31.80 735.76

51.09 11.24 62.33 11.24 51.09 (4.67) 46.42 782.18 As at March 31, 2007 2.76

748.14 1122.58 524.59 2397.31 1122.40

533.02 0.18 290.80 826.76

70

Schedules forming part of the Balance Sheet

(Rs. in crores) 10 [Item No. 7(e)]

As at March 31, 2008 As at March 31, 2007

A) Secured Vehicle loans [Note 1 below and [Note A (4), page78]]* Considered good 2420.79 Considered doubtful 207.98 2628.77 Less : Provision for doubtful loans # 207.98 2420.79 * Includes Rs. 297.50 crores (as at March 31, 2007 Rs. 234.42 crores) on account of overdue Securitised Receivables # includes Rs. 156.63 crores (as at March 31, 2007 Rs. 74.62 crores) towards Securitised Receivables B) Unsecured - considered good (a) Claims / incentive recoverable, advances / loans to suppliers, contractors, employees and others, rent deposits and other amount due (Notes 2 and 3 below) 779.63 (b) Dues from subsidiary companies (Note 4 below) 38.67 (c) Interim dividend declared by subsidiary companies 63.94 (d) Loans to associates and subsidiaries (Note 5 below) 110.32 (e) Inter-corporate deposits [net of provision of Rs. 7.35 crores (as at March 31, 2007 Rs. 8.12 crores)] (Note 6 below) 194.37 (f) Deposits with government, public bodies and others : (i) Balances with Customs, Port Trust, Excise, etc. 224.65 (ii) Others [net of provision of Rs. 0.10 crore (as at March 31, 2007 Rs. 0.10 crore)] 101.69 326.34 (g) Prepaid expenses 59.71 (h) Advance payments against taxes (net) 439.28 2012.26 4433.05 Notes : (1) Loans are secured against hypothecation of vehicles. (2) Include : Loans and advances due from Directors and Ofcers 0.27 Maximum during the year 0.44 (3) Net of advances considered doubtful which have been provided for 85.54 (4) Dues from subsidiary companies : (i) HV Axles Ltd 7.67 (ii) HV Transmissions Ltd 6.77 (iii) Telco Construction Equipment Company Ltd 1.27 (iv) Tata Daewoo Commercial Vehicle Company Ltd 0.63 (v) Tata Motors European Technical Centre Plc, UK 0.02 (vi) Tata Motors Finance Ltd (vii) Tata Marcopolo Motors Ltd 17.23 (viii) Tata Motors (Thailand) Ltd 2.74 (ix) Tata Technologies Ltd 0.02 (x) TML Distribution Company Ltd 0.19 (xi) TML Holdings Pte. Ltd, Singapore 2.13 (5) Loans to associates and subsidiaries : (i) Hispano Carrocera, S.A.- (associate) 95.09 (ii) Tata Motors European Technical Centre Plc, UK - (subsidiary) 7.96 (iii) Tata Precision Industries Pte. Ltd, (Singapore) - (associate) 7.27 (6) Inter-corporate deposits with subsidiaries and joint venture : (i) Sheba Properties Ltd (ii) HV Transmissions Ltd 14.00 (iii) Concorde Motors (India) Ltd 5.50 (iv) Tata Motors Finance Ltd (v) TAL Manufacturing Solutions Ltd 10.00 (vi) Fiat India Automobiles Pvt. Ltd (joint venture) 51.66

LOANS AND ADVANCES

4617.64 168.95 4786.59 168.95 4617.64

665.76 89.25 49.04 402.86 172.18 68.27 240.45 50.09 281.13 1778.58 6396.22 0.32 0.34 90.29 2.71 10.34 3.03 0.51 0.69 70.35 1.21 0.41 40.52 8.52 19.50 4.00 25.00 200.00 5.00
5.00

71

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Balance Sheet

11 [Item No. 8(a)] CURRENT LIABILITIES (Rs. in crores) As at March 31, 2008 As at March 31, 2007 2003.80 90.88 3989.06 243.68

(a) Acceptances 3738.51 (b) Sundry creditors 81.65 (i) Micro, Small and Medium Enterprises [Note 8, page 82] (ii) Others* 4571.53 235.53 (c) Advance and progress payments (d) Liability towards Investors Education and Protection Fund under Section 205C of the Companies Act, 1956 not due (i) Unpaid dividends 8.04 (ii) Application money pending refund Rs.1,140 (as at March 31, 2007 Rs. 1,140) (iii) Unclaimed matured deposits 2.74 (iv) Unclaimed matured debentures 0.25 (v) Interest accrued on (iii) and (iv) above 0.20 (e) Interest / commitment charges accrued on loans but not due * Includes payable to subsidiary companies : TAL Manufacturing Solutions Ltd Tata Motors Finance Ltd 12 [Item No. 8(b)] PROVISIONS (a) (b) (c) (d) Proposed dividend Provision for tax on dividend Provision for retirement and other employee benet schemes [Note B (5), page 84] Other Provisions [Note B (6), page 85] As at March 31, 2008 578.43 81.25 286.00 1043.75 1989.43 11.23 28.75 8667.20 3.62 15.10

6.63 3.61 0.18 0.42 10.84 25.42 6363.68

As at March 31, 2007 578.07 98.25 255.00 433.00 1364.32

13 [Item No. 10] MISCELLANEOUS EXPENDITURE (to the extent not written off or adjusted) Employee Separation Cost

As at March 31, 2008

As at March 31, 2007

6.05 6.05

10.09 10.09

72

Schedules forming part of the Balance Sheet and Prot and Loss Account Signicant Accounting Policies
(a) Sales The Company recognises revenue on the sale of products when the products are delivered to the dealer / customer or when delivered to the carrier for export sales, which is when risks and rewards of ownership pass to the dealer / customer. Sales are net of discount and inclusive of income from services, excise duty, transfer of technology relating to automotive products, export and other incentives and exchange uctuations relating to export receivables. (i) Depreciation is provided on straight line basis (SLM), at the rates and in the manner prescribed in Schedule XIV to the Companies Act, 1956 except in the case of : Leasehold Land amortised over the period of the lease Technical Know-how at 16.67% (SLM) Laptops at 23.75% (SLM) Cars at 23.75% (SLM) Assets acquired prior to April 1, 1975 on Written Down Value basis at rates specied in Schedule XIV to the Companies Act, 1956. Capital assets, the ownership of which does not vest in the Company, other than leased assets, are depreciated over the estimated period of their utility or ve years, whichever is less. Software in excess of Rs. 25,000 is amortised over a period of sixty months or on the basis of estimated useful life whichever is lower.

(b) Depreciation

(ii) Assets given on lease as on March 31, 2000, acquired upon amalgamation of Tata Finance Ltd, are depreciated at rates specied in Schedule XIV to the Companies Act, 1956. The difference between the depreciation charge as computed using the Internal Rate of Return (IRR) implicit in the lease, to ensure capital recovery over the primary lease period, and the charge as disclosed for the year, is reected in the lease equalisation account. (iii) In respect of assets whose useful life has been revised, the unamortised depreciable amount has been charged over the revised remaining useful life. (i) Fixed assets are stated at cost of acquisition or construction less accumulated depreciation / amortisation. All costs relating to the acquisition and installation of Fixed assets are capitalised and include nancing costs relating to borrowed funds attributable to construction or acquisition of qualifying assets, upto the date the asset / plant is ready for intended use. Consequent to the notication of the Companies (Accounting Standards) Rules, 2006, with effect from April 1, 2007, the foreign exchange differences in respect of liabilities for the acquisition of imported assets are required to be recognized in the prot and loss account against the earlier requirement of adjusting these to the carrying cost of such xed assets. As a result, the prot after tax for the year ended March 31, 2008 is higher by Rs. 28.21 crores.

(c) Fixed Assets

(ii) The product development cost incurred on new vehicle platform, engines, transmission and new products are recognised as intangible assets [included in the xed assets] and are amortised over a period of 36 months to 120 months or on the basis of actual production to planned production volume over such period after commencement of the commercial production of the underlying product. During the year, the Company has changed the amortisation period having regard to the nature of the new vehicle platform / products under development and accordingly new vehicle platforms and products will be amortised over a period of 36 months to 120 months against the amortisation period of 36 months upto the previous year. The effect of the change as aforesaid, is not material. (iii) Software not exceeding Rs. 25,000 and product development costs relating to minor product enhancements, facelifts and upgrades are charged off to the prot and loss account as and when incurred.

73

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited
(d) Leases Assets acquired under nance leases are recognised at the lower of the fair value of the leased assets at inception and the present value of minimum lease payments. Lease payments are apportioned between the nance charge and the outstanding liability. The nance charge is allocated to periods during the lease term at a constant periodic rate of interest on the remaining balance of the liability. Assets given under nance leases, except for those stated in b(ii) above, are recognised as receivables at an amount equal to the net investment in the lease and the nance income is based on a constant rate of return on the outstanding net investment. (e) Transactions in Foreign Currencies Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction. Foreign currency monetary assets and liabilities are translated at year end exchange rates. Exchange difference arising on settlement of transactions and translation of monetary items are recognised as income or expense in the year in which they arise, except for exchange loss which is treated as borrowing cost as per the Standard, as explained in [(c)(i), page 73]. Premium or discount on forward contracts is amortised over the life of such contracts and is recognised as income or expense. Foreign currency options are stated at fair value as at year end. (f) Product Warranty Expenses The estimated liability for product warranties is recorded when products are sold. These estimates are established using historical information on the nature, frequency and average cost of warranty claims and management estimates regarding possible future incidence based on corrective actions on product failures. (g) Income on Vehicle Loan / Hire-Purchase Income / Finance Income from Lease Interest income from hire purchase and loan contracts and nance income in respect of vehicles and income from plant given on lease, are accounted for by using the Internal Rate of Return method. Consequently, a constant rate of return on the net outstanding amount is accrued over the period of contract. The Company provides an allowance for hire purchase and loan receivables that are in arrears for more than 11 months, to the extent of an amount equivalent to the outstanding principal and amounts due but unpaid. In respect of loan contracts that are in arrears for more than 6 months but not more than 11 months, allowance is provided to the extent of 10% of the outstanding and amount due but unpaid. (h) Inventories Inventories of raw materials and components, work-in-progress and stock-in-trade are valued at the lower of cost and net realisable value. Cost is ascertained on a moving weighted average / monthly moving weighted average basis. The cost of work-in-progress and nished goods is determined on full absorption cost basis. (j) Employee Benets (i) Gratuity The Company has an obligation towards gratuity, a dened benet retirement plan covering eligible employees. The plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days salary payable for each completed year of service. Vesting occurs upon completion of ve years of service. The Company makes annual contributions to gratuity fund established as trust. The Company accounts for the liability for gratuity benets payable in future based on an independent actuarial valuation. (ii) Superannuation The Company has two superannuation plans, a dened benet plan and a dened contribution plan. An eligible employee on April 1, 1996 could elect to be a member of either plan. Employees who are members of the dened benet superannuation plan are entitled to benets depending on the years of service and salary drawn. The monthly pension benets after retirement range from 0.75% to 2% of the annual basic salary for each year of service. The Company accounts for the liability for superannuation benets payable in future under the plan based on an independent actuarial valuation. With effect from April 1, 2003, this plan was amended and benets earned by covered employees have been protected as at March 31, 2003. Employees covered by this plan are prospectively entitled to benets computed on a basis that ensures that the annual cost of providing the pension benets would not exceed 15% of salary. The Company maintains a separate irrevocable trust for employees covered and entitled to benets. The Company contributes up to 15% of the eligible employees salary to the trust every year. The Company recognizes such contributions as an expense when incurred. The Company has no further obligation beyond this contribution.

74

(j) Employee Benets (contd.) (iii) Bhavishya Kalyan Yojana (BKY) Bhavishya Kalyan Yojana is an unfunded dened benet plan. The benets of the plan accrue to an eligible employee at the time of death or permanent disablement, while in service, either as a result of an injury or as certied by the Companys Medical Board. The monthly payment to dependents of the deceased / disabled employee under the plan equals 50% of the salary drawn at the time of death or accident or a specied amount, whichever is higher. The Company accounts for the liability for BKY benets payable in future based on an independent actuarial valuation. (iv) Post-retirement Medicare Scheme Under this scheme, employees get medical benets subject to certain limits of amount, periods after retirement and types of benets, depending on their grade and location at the time of retirement. Employees separated from the Company as part of Early Separation Scheme, on medical grounds or due to permanent disablement are also covered under the scheme. The liability for post-retirement medical scheme is based on an independent actuarial valuation. (v) Provident fund The eligible employees of the Company are entitled to receive benets under the provident fund, a dened contribution plan, in which both employees and the Company make monthly contributions at a specied percentage of the covered employees salary (currently 12% of employees salary). The contributions as specied under the law are paid to the provident fund and pension fund set up as irrevocable trust by the Company or to respective Regional Provident Fund Commissioner and the Central Provident Fund under the State Pension scheme. The Company is generally liable for annual contributions and any shortfall in the fund assets based on the government specied minimum rates of return or pension and recognises such contributions and shortfall, if any, as an expense in the year incurred. (vi) Compensated absences The Company provides for the encashmentof leave or leave with paysubject to certain rules.The employees are entitled to accumulate leave subject to certain limits, for future encashment. The liability is provided based on the number of days of unutilised leave at each balance sheet date onthe basis ofanindependent actuarial valuation. (k) Investments Long term investments are stated at cost less other than temporary diminution in value, if any. Current investments comprising investments in mutual funds are stated at lower of cost and fair value, determined on a portfolio basis. (l) Taxes on Income Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Income Tax Act, 1961. Current tax includes Fringe benet tax. Deferred tax is recognised, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognised if there is virtual certainty that there will be sufcient future taxable income available to realise such losses. (m) Redemption premium / discount on Foreign Currency Convertible Notes (FCCN) / Convertible Alternative Reference Securities (CARS) Premium payable on redemption of FCCN / CARS as per the terms of issue is provided fully in the year of issue by adjusting against the Securities Premium Account (SPA). Any changes to this premium payable on account of conversion or exchange uctuation is also adjusted in the SPA. Discount on redemption of FCCN, if any, will be recognised on redemption. (n) Business Segments The Company is engaged mainly in the business of automobile products consisting of all types of commercial and passenger vehicles including nancing of the vehicles sold by the Company. These, in the context of Accounting Standard 17 on Segment Reporting, issued by the Institute of Chartered Accountants of India, are considered to constitute one single primary segment. Further, there is no reportable secondary segment i.e. Geographical Segment. (o) Miscellaneous Expenditure (to the extent not written off or adjusted) Cost under individual Employee Separation Schemes are amortised over periods between 24 and 84 months depending upon the estimated future benet.

75

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Balance Sheet and Prot and Loss Account
14 [Item No. 13] (A) Notes to Balance Sheet 1 I. The Issued and subscribed capital includes : (a) Ordinary Shares allotted as fully paid up shares for consideration other than cash: - 7,53,470 Ordinary Shares allotted to Daimler Benz AG in consideration of materials supplied to the Company in the nancial year 1956-57, - 3,00,000 Ordinary Shares allotted to the Shareholders of erstwhile Investa Machine Tools and Engineering Company Limited in terms of the Scheme of Amalgamation sanctioned by the Bombay High Court in the nancial year 1966-67, - 7,59,510 Ordinary Shares allotted to the Shareholders of the erstwhile Central Bank of India in terms of the Scheme of Amalgamation in the nancial year 1970-71, - 1,83,823 Ordinary Shares issued to the Shareholders of the erstwhile Noduron Founders Maharashtra Limited in terms of the merger in the nancial year 1992-93, - 15,24,30,083 (as at March 31, 2007 15,24,30,083) Ordinary Shares issued to Financial Institutions and holders of convertible debentures / bonds on conversion of term loans / debentures / bonds, - 1,45,04,949 Ordinary Shares issued to the Shareholders of the erstwhile Tata Finance Limited in terms of the merger in the nancial year 2005-06. (b) 11,12,92,760 (as at March 31, 2007 11,12,92,760) Ordinary Shares issued as fully paid up Bonus Shares by utilising Securities Premium Account, Capital Reserve, Capital Redemption Reserve, Amalgamation Reserve, contribution for Capital Expenditure Account and General Reserve. (c) 2,55,02,377 (as at March 31, 2007 2,55,02,377) Ordinary Shares allotted against the exercise of equivalent number of warrants pertaining to the rights issue of 2001 at Rs.120/- per share. (d) 2,57,11,937 (as at March 31, 2007 2,55,81,868) Ordinary Shares issued upon conversions of Foreign Currency Convertible Notes (FCCNs). Details are as follows: (i) 1% FCCN due 2008 1,83,98,095 (as at March 31, 2007 : 1,83,98,095) Ordinary Shares issued against 99,940 (as at March 31, 2007 : 99,940) Notes. There is no conversion during the year for these Notes (for 2006-07 : 16,20,003 shares issued against 8,800 Notes). (ii) 0% FCCN due 2009 73,13,842 (as at March 31, 2007 : 71,83,773) Ordinary Shares issued against 95,590 (as at March 31, 2007 : 93,890) Notes. During the year 1,30,069 (for 2006-07 : 9,19,297) Ordinary Shares were allotted , consequent to conversion of 1,700 (for 2006-07: 12,015) Notes. (e) Subsequent to the year ended March 31, 2008, 1500 Zero coupon FCCN (due 2009) aggregating U.S.$ 1.50 million (Rs. 6.38 crores), have been converted into 1,14,769 Ordinary Shares. II. The entitlements to 49,989 Ordinary Shares are subject matter of various suits led in the courts / forums by third parties for which nal order is awaited and hence kept in abeyance. 2 Secured Loans : (i) Nature of Security (on loans including interest accrued thereon) : (a) 14.75% Non-Convertible Debentures (2008) are secured by a pari passu charge by way of equitable mortgage of immovable properties and xed assets in or attached thereto, both present and future, and a rst charge on all other assets save and except stocks and book debts, present and future, the Export Showroom at Shivsagar Estate, Worli, Mumbai; Lloyds Showroom and basement at Prabhadevi, Mumbai; plot of land with structures at Mahim, Mumbai; the Companys residential ats at Mumbai, Pune and Jamshedpur and the Companys freehold land admeasuring 4245 sq. mtrs. approximately, situated at village Mouje - Naupada in Thane District. (b) Secured Rated Redeemable Non-Convertible Debentures are secured by a pari passu charge by way of equitable English mortgage of the Companys lands, freehold and leasehold, together with immovable properties, plant and machinery and other movable xed assets in or attached thereto, both present and future, situated at Chinchwad, Pimpri, Chikhali and Waghire in Pune District and village Mouje - Naupada in Thane District in the State of Maharashtra save and except Exports Showroom at Shivsagar Estate, Worli, Mumbai; the residential ats of the Company; the Lloyds Showroom and Basement at Prabhadevi, Mumbai; the plot of land with structures at Mahim, Mumbai; the Companys works situated at Lucknow, Dharwad, Jamshedpur, Pantnagar and Singur; and movable plant and machinery, machinery spares, tools and accessories and other movables, both present and future, situated at Indica car plant at Chikhali, Pune.

76

Schedules forming part of the Balance Sheet and Prot and Loss Account
14 [Item no. 13] (contd.) (A) Notes to Balance Sheet (contd.) (c) Sales Tax Deferment Loan is secured by a residual charge on the immovable and movable properties at Lucknow. (d) The Buyers line of credit from Banks is repayable at the end of three years from the drawdown dates. All the repayments are due in 2009-10 and 2010-11. (e) Loans, Cash Credit Accounts, Overdrafts Accounts and Buyers line of credit from Banks are secured by hypothecation of existing current assets of the Company viz. stock of raw materials, stock in process, seminished goods, stores and spares not relating to Plant and Machinery (consumable stores and spares), bills receivable and book debts including receivable from Hire Purchase / Leasing and all other movable current assets except Cash and Bank Balances, Loans and Advances of the Company both present and future (ii) Terms of Redemption : Non Convertible Debentures (NCDs) Redeemable on 14.75% Non-Convertible Debentures (2008) October 11, 2008 (At par) Secured Rated Redeemable Non-Convertible Debentures Daily Put - Call (At par) 3 (a) Major components of deferred tax arising on account of timing differences are [Item 3, page 56]: Liabilities: Depreciation Product Development Cost Others Assets: Employee Benets / Expenses allowable on payment basis Employee Separation Schemes Provision for Doubtful Debts Premium on Redemption of CARS (net of exchange uctuation on premium) Others Net Deferred Tax Liability (b) Deferred Tax charge for the year Opening Deferred Tax Liability Net deferred tax asset created on premium on redemption of CARS Net deferred tax liability created on exchange uctuation on premium on issue of CARS Net deferred tax asset created on provision for ex-gratia as per revised AS15 Less : Closing Deferred Tax Liability Deferred Tax charge for the year (c) Tax expense [Item 8, page 57] : (i) Current Tax (net of credit for Minimum Alternate Tax) (ii) Fringe Benet Tax (iii) Deferred Tax As at March 31, 2008 (757.48) (612.44) (3.25) (1373.17) 69.90 6.30 105.53 212.65 3.07 397.45 (975.72) 786.83 (215.52) 2.87 574.18 975.72 401.54 2007-2008 139.01 7.00 401.54 547.55 (Rs. in crores) As at March 31, 2007 (649.58) (305.98) (7.87) (963.43) 67.26 10.88 95.80 2.66 176.60 (786.83) 622.54 (12.93) 609.61 786.83 177.22 2006-2007 476.00 6.50 177.22 659.72

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MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Balance Sheet and Prot and Loss Account
14 [Item No. 13] (contd.) (A) Notes to Balance Sheet (contd.) 4. Future instalments receivable from hirers / lessees and vehicle loans [Schedule 8 (c), page 70 and Schedule 10 (A), page 71] includes Rs. 592.54 crores (as at March 31, 2007 Rs. 598.37 crores) in respect of instalments that have become due but have not been recovered. Out of these Rs. 222.12 crores (as at March 31, 2007 Rs. 159.65 crores) are due for over six months. There is an aggregate provision of Rs. 155.73 crores (as at March 31, 2007 Rs. 86.67 crores) made in respect of overdue installments. As at As at March 31, March 31, 2008 2007 5. I Disclosure in respect of nance leases : Assets given on Lease : 62.33 (a) (i) Total Gross investment in the leases (Schedule 8(c), page 70 24.75 Total gross investment in the leases for a period : Not later than one year 15.86 37.62 Later than one year and not later than ve years 8.89 24.71 57.66 (ii) Present value of the minimum lease payments receivable 23.06 Present Value of the minimum lease payments receivable : Not later than one year 14.69 34.96 Later than one year and not later than ve years 8.37 22.70 4.67 (b) Unearned nance income 1.69 (c) The accumulated provision for the uncollectible minimum lease 11.24 payments receivable 7.20 (d) A general description of signicant leasing arrangements Finance lease and Hire purchase agreements: The Company has given own manufactured vehicles and machines and equipment on Hire Purchase / Lease. The contingent lease rentals is based on bank interest rate and depreciation in respect of the assets given on lease. Assets taken on Lease : (a) (i) Total of the minimum lease payments 25.09 Total of the minimum lease payments for a period : Not later than one year 8.35 Later than one year and not later than ve years 16.74 (ii) Present value of the minimum lease payments payable 22.67 Present value of the minimum lease payments payable : Not later than one year 7.19 Later than one year and not later than ve years 15.48 (b) A general description of signicant leasing arrangements The Company has entered into Finance lease arrangements for computers and data processing equipments from a vendor. II Disclosure in respect of operating leases : Assets given on Lease : (a) Total of minimum lease payments receivable The total of minimum lease payments for a period : Not later than one year 6.09 Later than one year and not later than ve years 24.35 (b) A general description of signicant leasing arrangements The Company has entered into operating lease arrangements for land and buildings. (Rs. in crores)

78

Schedules forming part of the Balance Sheet and Prot and Loss Account
14 [Item No. 13] (contd.) (A) Notes to Balance Sheet (contd.) 6. i) Related party disclosures for the year ended March 31, 2008 a) Related Party and their relationship
1. 2. 3. 4. Subsidiaries : Tata Technologies Ltd Tata Technologies Investments Pte.Ltd, Singapore TAL Manufacturing Solutions Ltd (Liquidated on August 17, 2007) H V Axles Ltd Granted Revenue Sdn Bhd (Formerly known as Tata Technologies Sdn Bhd, Malaysia) H V Transmissions Ltd (Upto November 25, 2007) Sheba Properties Ltd INCAT International Plc. Concorde Motors (India) Ltd INCAT Limited Telco Construction Equipment Co. Ltd INCAT SAS Tata Daewoo Commercial Vehicle Co. Ltd INCAT GmbH Tata Motors Insurance Services Ltd INCAT Holdings B.V. Tata Motors European Technical Centre Plc Lemmerpoort B.V. (Formerly known as INCAT Engineering Solutions B.V.) Tata Motors Finance Ltd (Formerly known as INCAT K.K TML Financial Services Ltd) Tata Technologies iKS Inc (Formerly known as iKnowledge Solutions Inc.) Tata Marcopolo Motors Ltd CADPO Asia Pte. Ltd (Liquidated on November 7, 2007) Tata Motors (Thailand) Ltd INCAT Systems Inc Tata Motors (SA) (Proprietary) Ltd Integrated Systems Technologies de Mexico, S.A. de C.V. (From December 5, 2007) INCAT Solutions of Canada Inc TML Holdings Ltd, UK (From February 6, 2008) Cedis Mechanical Engineering GmbH (Merged with INCAT GmbH w.e.f. May 15, 2007) TML Holdings Pte. Ltd, Singapore INCAT (Thailand) Ltd (From February 4, 2008) [Formerly known as Tata Technologies (Thailand) Ltd] TML Distribution Company Ltd Tata Technologies Pte Ltd, Singapore (From March 28, 2008) Associates : Tata AutoComp Systems Ltd Tata Sons Ltd (Investing Party) Tata Cummins Ltd Hispano Carrocera, S. A Tata Precision Industries Pte. Ltd TSR Darashaw Ltd Tata Engineering Services Pte. Ltd (Due to Tata Securities Pvt Ltd (Upto June 25, 2007) Common Key Management Personnnel) Telcon Ecoroad Resurfaces Pvt. Ltd Nita Company Ltd Automobile Corporation of Goa Ltd (From May 21, 2007) Joint Ventures : Fiat India Automobiles Pvt. Ltd (From December 28, 2007) Key Management Personnnel Mr. Ravi Kant Mr. P P Kadle (Upto September 17, 2007) Mr. P M Telang (From May 18, 2007)

Subsidiaries Joint Venture Associates Key Management Total Personnel Purchase of goods 122.67 0.97 2230.49 2354.13 60.16 1760.88 1821.04 Sale of goods (inclusive of sales tax) 613.22 129.26 742.48 604.42 114.58 719.00 Purchase of xed assets 111.36 160.08 271.44 68.55 68.55 Purchase of Investments 19.84 19.84 - Sale of xed assets (including transfer of technology) 182.66 182.66 57.70 57.70 Services received 1148.12 61.28 6.46 1215.86 943.26 42.91 4.57 990.74 Services rendered 65.95 12.86 1.76 80.57 41.57 3.00 44.57 Finance given (including loans and equity) 1100.24 522.18 221.32 1843.74 981.79 981.79 Finance taken (including loans and equity) 231.26 231.26 145.98 145.98 Interest / Dividend paid / (received) (net) (135.80) (2.37) 88.14 (50.03) (92.75) 67.60 (25.15) Amount receivable 119.26 12.11 16.16 147.53 105.04 8.76 113.80 Amount payable 172.37 0.97 167.94 341.28 130.81 114.57 245.38 Amount receivable (in respect of loans, interest and dividend) 101.51 51.76 154.32 0.27 307.86 262.14 41.29 0.28 303.71 Amount payable (in respect of loans, interest and dividend) 57.50 57.50 19.58 19.58 A subsidiary Company has renounced the entitlement of rights offer by Tata Sons Ltd. for 98,308 equity shares and 4,42,387 2% cumulative convertible preference shares in favour of the Company at no consideration.

b) Transactions with the related parties (Rs. in crores) 2007-2008

79

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Balance Sheet and Prot and Loss Account
14 [Item No. 13] (contd.) (Rs. in crores) (A) Notes to Balance Sheet (contd.) c) Disclosure in respect of material transactions with related parties 2007-2008 1647.09 310.40 273.01 561.56 105.81 160.08 107.44 19.84 97.21 78.97 472.82 273.27 162.35 127.31 23.65 12.99 12.86 12.46 8.60 600.00 370.40 280.00 148.65 58.00 24.41 126.73 (53.77) (25.25) (20.75) (20.00) (18.00) (12.12) (9.37) (5.03) 2006-2007 1493.56 265.90 566.36 104.44 68.55 39.80 17.90 441.30 246.84 128.01 12.40 11.93 8.67 550.00 200.00 141.66 132.75 109.61 (18.47) (31.50) (28.00) (28.80) (4.01) (8.64) (4.96) (3.30) Tata Cummins Ltd Automobile Corporation of Goa Ltd Tata AutoComp Systems Ltd Concorde Motors (India) Ltd Tata Cummins Ltd Hispano Carrocera, S. A. TAL Manufacturing Solutions Ltd Sheba Properties Ltd i) Purchase of goods ii) Sale of goods iii) Purchase of xed assets iv) Purchase of Investments

v) Sale of xed assets (including transfer of technology) HV Axles Ltd HV Transmissions Ltd vi) Services received HV Axles Ltd HV Transmissions Ltd Tata Technologies Ltd Tata Motors European Technical Centre Plc

vii) Services rendered Tata Motors (Thailand) Ltd HV Transmissions Ltd Fiat India Automobiles Pvt. Ltd HV Axles Ltd Telco Construction Equipment Co. Ltd viii) Finance given (including loans and equity) Investment in Equity Tata Motors Finance Ltd Investment in Equity Fiat India Automobiles Pvt. Ltd Inter Corporate Deposit Tata Motors Finance Ltd Inter Corporate Deposit Sheba Properties Ltd ix) x) Finance taken (including loans and equity) Inter Corporate Deposit Tata Technologies Ltd Inter Corporate Deposit Tata Marcopolo Motors Ltd Inter Corporate Deposit Sheba Properties Ltd Interest / Dividend paid / (received) Dividend paid Tata Sons Ltd Dividend received Telco Construction Equipment Co. Ltd Dividend received Tata Daewoo Commercial Vehicle Co. Ltd Dividend received HV Axles Ltd Dividend received HV Transmissions Ltd Dividend received Tata Cummins Ltd Dividend received Tata Technologies Ltd Dividend received Tata Sons Ltd Dividend received Concorde Motors (India) Ltd Interest received Hispano Carrocera S.A. Interest received Sheba Properties Ltd

80

Schedules forming part of the Balance Sheet and Prot and Loss Account
14 [Item No. 13] (contd.) (A) Notes to Balance Sheet (contd.) ii) Disclosures required by Clause 32 of the Listing Agreement Amount of loans / advances in nature of loans outstanding from Subsidiaries and Associates during 2007-2008
Outstanding Maximum Investment Direct as at amount in shares Investment March 31, 2008 outstanding of the in shares of during Company subsidiaries of the year the Company Name of the Company Rs. crores Rs. crores No. of Shares No. of Shares a) Subsidiaries HV Transmissions Ltd 14.00 34.50 4.00 14.00 2,50,000 Sheba Properties Ltd [Note (i) below] 19.50 19.50 93.12 2,50,000 Tata Technologies Ltd [Note (ii) below] 8,66,13,759 8,51,10,000 TAL Manufacturing Solutions Ltd 10.00 10.00 5.00 7.00 Telco Construction Equipment Co. Ltd 10.00 Concorde Motors (India) Ltd 5.50 25.00 25.00 25.00 HV Axles Ltd 17.25 16.00 Tata Motors European Technical Centre Plc., UK 7.96 7.96 8.52 8.52 Tata Motors Finance Ltd (Formerly known as 200.00 TML Financial Services Ltd) 200.00 200.00 b) Associates Hispano Carrocera, S. A. 95.10 95.10 40.52 40.52 Tata Precision Industries Pte. Ltd. (Singapore) 7.27 7.27 Tata AutoComp Systems Ltd 50.00 50.00 Note : (i) Shares in Telco Construction Equipment Company Ltd (ii) 1,50,000 shares in INCAT Systems Inc., and 8,64,63,759 shares in Tata Technologies Pte. Ltd, Singapore 7. Pursuant to the joint venture agreement signed with Fiat Group Automobiles S.p.A., Italy and Fiat India Automobiles Private Limited (FIAPL) for establishment of joint venture to manufacture passenger cars, engines and transmissions at Ranjangaon in India, the Compnay invested Rs. 442.09 crores on December 28, 2007 representing 49% of the equity shareholding FIAPL. Subsequently in March 2008, the Company has subscribed to 50% of the additional equity shares, issued by FIAPL, for Rs. 159.50 crores, thereby increasing its equity shareholding in FIAPL to 49.48% as at March 31, 2008. The proportionate share of assets and liabilities as at March 31, 2008 and income and expenditure for the period from December 28, 2007 to March 31, 2008 of the above joint venture company based on the Management Accounts are given below: As at March 31, 2008 2007-2008 Reserve and Surplus Income Reserves and Surplus (43.97) Sale of products and services 14.85 Assets Less : Excise duty (2.19) Net Block (including CWIP) 785.65 Miscellaneous income 1.48 14.14 Investments (Rs. 49.48) Current Assets 136.09 Expenditure 921.74 Exchange difference (net) 15.93 Manufacturing and other expenses 44.66 Liabilities Expenditure transferred to capital and other accounts (4.34) Unsecured Loans 67.94 Depreciation 5.08 Current Liabilities 444.94 Interest 0.40 Provision 1.60 Tax expenses (3.62) 514.48 58.11 Claims not acknowledged as debts Capital Commitments 7.82 924.84

(Rs. in crores)

81

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Balance Sheet and Prot and Loss Account
14 [Item No. 13] (contd.) (A) Notes to Balance Sheet (contd.) 8. (Rs. in crores)

Micro, Small and Medium Enterprise Development Act, 2006 : The information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act 2006 has been determined to the extent such parties have been identied on the basis of information available with the Company. The amount of principal and interest outstanding during 2007-08 is given below : 2007-2008 0.03 9.99 0.03 2006-2007 As at March 31, 2007 236.48 156.10 30.97 20.44 102.38 67.58

(i) Amounts unpaid as at year end - Interest (ii) Amounts paid after appointed date during the year - Principal (iii) Amount of interest accrued and unpaid as at year end

As at March 31, 2008 9. Claims against the Company not acknowledged as debts Gross Net of Tax 277.95 183.47 59.37 39.19 100.69 66.47 (i) Sales Tax

(ii) Excise Duty Gross Net of Tax (iii) Others Gross Net of Tax

(iv) Income tax (exclusive of the effect of similar matters in respect of assessments remaining to be completed) in respect of matters : (a) Decided in the Companys favour by Appellate authorities and for which the Department is in further appeal (b) Pending before Appellate authorities in respect of which the Company is in appeal and expects to succeed, based on decision in earlier assessment years (c) Pending in appeal / other matters 99.90 59.93

152.88 189.51

316.56 247.42

10. The claims / liabilities in respect of excise duty, sales tax and other matters where the issues were decided in favour of the Company for which the Department is in further appeal 11. Estimated amount of contracts remaining to be executed on capital account and not provided for 12. Other money for which the Company is contingently liable (i) In respect of bills discounted and export sales on deferred credit (ii) The Company has given guarantees for liability in respect of receivables assigned by way of securitisation (iii) Cash Margins / Collateral [Schedule 9 (d), page 70] (iv) In respect of retained interest on securitisation transactions (v) In respect of subordinate receivables (vi) Others

30.27 2981.06 535.06 875.01 515.36 62.65 40.74 14.18 -

27.08 3262.48 405.78 632.70 281.91 76.91 69.45 5.00 35.21

13. Uncalled liability on partly paid shares of Tata Motors (Thailand) Ltd

82

Schedules forming part of the Balance Sheet and Prot and Loss Account
(B) Notes to Prot and Loss Account : (1) Purchase of products for sale etc. include : (i) (a) Spare parts and accessories for sale (b) Bodies and trailers for mounting on chassis (c) Passenger cars 3303 nos. (2006-07 : 1328 nos.) 14 [Item No. 13] (contd.) 2007-2008 (Rs. in crores) 2006-2007

628.35 868.61 101.15 1598.11

558.91 860.06 40.23 1459.20

(ii) Sales and Opening and Closing Stock of vehicles and cars include chassis mounted with bodies / trailers and passenger cars. [Also refer Schedule 14(E) and 15, page 88] (2) The total expenditure incurred on Research and Development : 2007-2008 2006-2007 (a) Expenditure charged to prot and loss account 138.56 160.13 (b) Expenditure capitalised during the year 1057.41 636.73 1195.97 796.86 2007-2008 2006-2007 Rupees Rupees (3) (a) Auditors Remuneration (excluding service tax) : 2,25,00,000 (i) Audit Fees 3,00,00,000 (ii) Audit Fees for nancial statements as per US GAAP (including SOX certication) 5,85,00,000# 1,45,00,000# (iii) In other Capacities: Company Law Matters 35,000 35,000 32,00,000 Tax Audit 37,50,000 2,50,000 Corporate Governance Certication 2,50,000 Taxation Matters 4,50,000* (iv) Other Services (Refer Note 1 below) 14,43,001* 11,26,446* [includes Rs. 11,62,001* (2006-07 Rs. 3,51,192*)] 3,16,152* (v) Reimbursement of travelling and out-of-pocket expenses 13,86,471* (b) Cost Auditors Remuneration (excluding service tax) : (i) Cost Audit Fees 9,00,000 8,00,000 (ii) VAT Audit Fees 5,00,000 (ii) Reimbursement of travelling and out-of-pocket expenses 34,600 29,500 Notes : 1. Excludes Rs. 35,00,000 (2006-07 Rs. Nil) towards CARS issue related audit expenses debited to Securities Premium Account. * Includes remuneration for professional services rendered by rms of auditors in which some of the partners of the statutory auditors rm are partners. # Including amount paid for earlier years Rs. 4,50,00,000 (2006-07 Rs. 40,00,000) (4) Interest and Discounting Charges [Item 7, page 57] : (Rs. in crores) 2007-2008 2006-2007 (A) Interest : (a) On Debentures and xed loans 201.86 112.47 (b) Others 89.71 101.75 291.57 214.22 Less : (i) Transferred to Capital account 115.95 21.35 (ii) Interest received on bank and other accounts [tax deducted at source Rs. 15.85 crores (2006-07 Rs. 6.11 crores)] 143.24 55.44 32.38 137.43 (B) Discounting charges (net) 249.99 175.64 282.37 313.07

83

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Balance Sheet and Prot and Loss Account
14 [Item No. 13] (contd.) (B) Notes to Prot and Loss Account : (5) Dened benet plans / Long term compensated absences - As per actuarial valuations as on March 31, 2008 Rs. in crores
Gratuity, Superannuation and BKY 2008 2007 i Components of employer expense Current Service cost Interest cost Expected return on plan assets Actuarial Losses Total expense recognised in the Statement of Prot & Loss Account in Schedule B, page 60 under item : ii Actual Contribution and Benet Payments for the year ended March 31, Actual benet payments Actual Contributions iii Net liability recognised in Balance Sheet as at March 31, Present Value of Dened Benet Obligation Fair value of plan assets Net liability recognised in Balance Sheet iv Change in Dened Benet Obligations (DBO) during the year ended March 31, Present Value of DBO at the beginning of the year Current Service cost Interest cost Actuarial losses Benets paid Present Value of DBO at the end of the year v Change in Fair Value of Assets during the year ended March 31, Plan assets at the beginning of the year Actual return on plan assets Actual Company contributions Benets paid Plan assets at the end of the year vi Actuarial Assumptions Discount Rate (%) Expected Return on plan assets (%) Medical cost ination (%) vii The major categories of plan assets as percentage of total plan assets Debt securities Balances with banks viii Effect of one percentage point change in assumed Medical ination rate Revised DBO as at March 31, Revised service cost for the year Revised interest cost for the year 68% 32% 63% 37% N/A N/A N/A N/A N/A N/A N/A N/A 7.75 - 8.50 8.00 N/A 8.00 - 8.50 8.00 N/A 8.50 N/A N/A 8.50 N/A N/A 8.50 N/A 4.00 8.50 N/A 4.00 367.21 24.24 87.98 (54.98) 424.45 296.62 28.42 100.43 (58.26) 367.21 N/A N/A 21.42 (21.42) N/A N/A 17.72 (17.72) N/A N/A 3.75 (3.75) N/A N/A 3.66 (3.66) 474.36 424.45 (49.91) 440.14 367.21 (72.93) 137.04 (137.04) 123.59 (123.59) 57.25 (57.25) 51.14 (51.14) 54.98 87.98 58.26 100.43 21.42 21.42 17.72 17.72 3.75 3.75 3.66 3.66 21.60 34.65 (30.70) 39.41 64.96 4(b) & 4(c) 16.40 27.44 (25.41) 66.35 84.78 12.80 9.60 12.47 34.87 4(a) 10.42 5.96 31.48 47.86 1.80 4.19 3.90 9.89 4(c) 2.15 2.73 14.00 18.88 Compensated Absences 2008 2007 Post-retirement Medicare scheme 2008 2007

440.14 21.60 34.65 32.95 (54.98) 474.36

385.20 16.40 27.44 69.36 (58.26) 440.14

123.59 12.80 9.60 12.47 (21.42) 137.04

93.45 10.42 5.96 31.48 (17.72) 123.59

51.11 1.80 4.19 3.90 (3.75) 57.25

35.92 2.15 2.73 14.00 (3.66) 51.14

One percentage point increase in Medical ination rate 2008 2007 58.11 1.95 4.63 56.39 2.38 3.01

One percentage point decrease in Medical ination rate 2008 2007 52.10 1.42 3.80 46.55 1.96 2.48

(a) (b) (c)

Dened Contribution PlansThe Companys contribution to dened contribution plan aggregated Rs. 110.63 crores (2006-07 Rs. 100.58 crores) for the year ended March 31, 2008 has been recognised in the statement of Prot and Loss Account under item 4 (b) in Schedule B on page 60. The expected rate of return on plan assets is based on market expectation, at the beginning of the year, for returns over the entire life of the related obligation. The assumption of future salary increases, considered in actuarial valuation, take account of ination, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

84

Schedules forming part of the Balance Sheet and Prot and Loss Account
(B) Notes to Prot and Loss Account (contd.) (6) Other Provisions include [Schedule 12(d), page 72] : 2007-2008 148.75 214.19 (207.03) 155.91 2006-2007 137.49 177.50 (166.24) 148.75 (a) Product warranty [Note (f), page 74] : Opening Balance Add: Provision for the year (net) (including additional provision for earlier years) Less: Payments / debits (net of recoveries from suppliers) (b) Closing Balance The provision is expected to be utilised for settlement of warranty claims within a period of 2 to 3 years. Premium on redemption of Foreign Currency Convertible Notes (FCCN) and Convertible Alternative Reference Securities (CARS) : [Note (m), page 75 and Note (C)(i), page 86]: Opening Balance Add : Provision for Premium on Redemption of CARS Less : Foreign currency exchange difference Less : Reversal due to conversion of FCCN Closing Balance (Rs. in crores) 14 [Item No. 13] (contd.)

284.25 634.07 (30.48) - 887.84

298.20 (7.00) (6.95) 284.25

(7) Earnings Per Share: (a) Prot after tax Rs. crores Nos. Rupees Rupees Rs. crores Rs. crores Rs. crores Nos.

2007-2008 2028.92 38,54,38,663 10.00 52.64 2028.92 9.16 2038.08 38,54,38,663

2006-2007 1913.46 38,45,44,205 10.00 49.76 1913.46 9.94 1923.40 38,45,44,205

(b) The weighted average number of Ordinary Shares for Basic EPS (c) The nominal value per Ordinary Share (d) Earnings Per Share (Basic)

(e) Prot after tax for Basic EPS Add: Interest payable on outstanding Foreign Currency Convertible Notes (f) Prot after tax for Diluted EPS (g) The weighted average number of Ordinary Shares for Basic EPS (h) (j)

Add: Adjustment for Options relating to warrants, Foreign Currency Convertible Notes and Convertible Alternative Reference Securities Nos. 3,67,14,160 The weighted average number of Ordinary Shares for Diluted EPS Nos. 42,21,52,823 Rupees 48.28

2,26,22,790 40,71,66,995 47.24

(k) Earnings Per Share (Diluted)

85

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Balance Sheet and Prot and Loss Account
14 [Item No. 13] (contd.) (C) (i) Issue of Foreign Currency Convertible Notes (FCCN) and Convertible Alternative Reference Securities (CARS) : The Company issued the FCCN and CARS which are convertible into Ordinary Shares or ADRs. Additionally, CARS can be converted into Qualifying Secutiries* in case there has been a Qualifying issue as per the terms of issue. The particulars, terms of issue and the status of conversion as at March 31, 2008 are given below :
Issue Issued on Issue Amount (in INR at the time of the issue) Face Value Conversion Price per share at xed exchange rate Exercise Period 1% FCCN (due 2008) July 31, 2003 US $ 100 million (Rs. 461.56 crores) US $ 1000 Rs. 250.745 US $ 1 = Rs. 46.16 after September 11, 2003 and upto July 1, 2008 on or after July 31, 2006 0% FCCN (due 2009) April 27, 2004 US $ 100 million (Rs. 438.50 crores) US $ 1000 Rs. 573.106 US $ 1 = Rs. 43.85 June 7, 2004 to March 28, 2009 on or after April 27, 2005 (in whole but not in part) 1% FCCN (due 2011) April 27, 2004 US $ 300 million (Rs. 1315.50 crores) US $ 1000 Rs. 780.400 US $ 1 = Rs. 43.85 June 7, 2004 to March 28, 2011 Not Applicable 0% FCCN (due 2011) March 20, 2006 JP 11,760 million (Rs. 450.03 crores) JP 10,000,000 Rs. 1001.39 Re. 1 = JP 2.66 May 2, 2006 to February 19, 2011 i) after March 20, 2009 but prior to February 8, 2011 (in whole or in part) subject to certain conditions or ii) any time (in whole but not in part) in the event of certain changes affecting taxation in India March 21, 2011 99.253% 0% CARS (due 2012) July 11, 2007 US $ 490 million (Rs. 1992.71 crores) US $ 100,000 Rs. 960.96 US $ 1 = Rs. 40.59 October 11, 2011 to June 12, 2012 after October 11, 2011 (at our option in whole but not in part)

Early redemption at the option of the Company subject to certain conditions

Redeemable on Redemption percentage of the Principal Amount Amount converted Aggregate conversion into Shares / ADRs Notes Outstanding as at March 31, 2008 Aggregate amount of shares that could be issued on conversion of outstanding notes

July 31, 2008 116.824%

April 27, 2009 95.111%

April 27, 2011 121.781%

July 12, 2012 131.820%

US $ 99.94 million 1,83,98,095

US $ 95.59 million 73,13,842

Nil

Nil

Nil

60 11,045

4,410 3,37,422

3,00,000 1,68,56,740

1,176 44,14,916

4,900 2,06,97,115

* (ii) (iii)

(iv) (v)

Qualifying Secutiries holders will have no or differential voting rights in comparison to the existing shareholders and will have no rights to withdraw the underlying Shares except upon certain conditions as per the terms of issue. During the year, the Company sold 15% of its shareholding in its subsidiaries HV Axles Ltd and HV Transmissions Ltd, thereby reducing its stake in these subsidiaries from 100% to 85%. As a result of these transactions, the Company earned a prot of Rs. 138.75 crores. The Company has entered into a denitive agreement with Ford Motor Company for the purchase of Jaguar Land Rover, comprising brands, plants and intellectual Property Rights. The acquisition will be made through TML Holdings Ltd (UK), a wholly owned subsidiary company, for a consideration of approximately US $ 2.3 billion (approx Rs. 9,228.75 crores as of March 31, 2008). The transfer of ownership is expected to close in the near future, subject to applicable regulatory approvals. Previous years gures have been re-grouped where necessary. Current year gures are shown in bold print.

86

Schedules forming part of the Balance Sheet and Prot and Loss Account
14 [Item No. 13] (contd.) (D) Derivative transactions The Company uses forward exchange contracts, principal only swaps, interest rates swaps, currency swaps and currency options to hedge its exposure in foreign currency and interest rates. The information on derivative instruments is as follows : (a) Derivative Instruments outstanding as at March 31, 2008 Currency Amount Buy / Sell Amount (Foreign Currency in millions) (Rs. in crores) (i) Forward exchange contracts (net) US $ / INR US $ 569.82 Sold 2,285.98 US $ 239.90 Sold 1043.31 EUR / US $ 10.75 Sold 68.16 6.77 Sold 39.18 US $ / JPY US $ 2.00 Bought 8.70 (ii) Principal only swaps (net) US $ / INR US $ 10.27 Bought 44.68 (iii) Interest swaps (notional principal) US $ Swaps US $ 5.00 20.06 US $ 25.00 108.73 INR Swaps INR 1250.00 125.00 (iv) Options (net) US $ / JPY US $ 99.69 To Sell 399.94 US $ 96.49 To Sell 419.65 US $ / INR US $ 90.00 To Sell 361.06 US $ 27.50 To Sell 119.60 EUR / US $ 13.00 Hybrid 82.43 35.00 Hybrid 202.62 US $ / CHF US $ 10.00 Hybrid 40.12 US $ 9.50 Hybrid 41.32 (b) Foreign exchange currency exposures not covered by derivative instruments as at March 31, 2008 Amount Amount (Foreign Currency in millions) (Rs. in crores) (i) Amount receivable on account of Sale of Goods, loan and interest charges US$ 1.10 4.79 15.00 95.11 7.62 44.10 1.37 10.89 1.46 12.45 SGD 2.50 7.28 (ii) Creditors payable on account of Loan and Interest charges and other foreign currency expenditure US$ 1377.44 5525.94 US$ 702.41 3054.78 14.25 90.35 21.35 123.59 3.36 26.76 1.94 16.51 1082.09 43.54 129.97 4.78 Others 4.02 Others 2.83

87

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Prot and Loss Account

(Rs. in crores) 14 [Item No. 13] (contd.) (E) Information in regard to opening stock and closing stock : (a) Opening Stock Light, medium and heavy commercial vehicles, jeep type vehicles, passenger cars, utility vehicles etc. and bodies thereon Manufactured and purchased components for sale : Spare Parts for Vehicles Scrap 204.89 9.25 1103.02 139.56 10.65 768.35 2007-2008 Quantity Value Nos. 2006-2007 Quantity Nos. Value

17,093

888.88

11,874

618.14

(b) Closing Stock Light, medium and heavy commercial vehicles, jeep type vehicles, passenger cars, utility vehicles etc. and bodies thereon 15,347* Manufactured and purchased components for sale : Spare Parts for Vehicles Scrap

850.15

17,093*

888.88 204.89 9.25 1103.02

209.86 7.85 1067.86

* Excluding : (i) Capitalised / transferred for internal use 713 vehicles (2006-07 : 569 vehicles) including 7 vehicles (2006-07 : 3 vehicles) for homologation / testing. (ii) Transferred on settlement of insurance claims for damaged vehicles : 35 vehicles (2006-07 : 37 vehicles). (iii) Donated 10 vehicles (2006-07 : 9 vehicles).

15 [Item No. 13] Information in regard to Sales effected by the Company (excluding inter-divisional transfers, settlements for damaged goods and goods capitalised) : 2007-2008 Quantity Value Nos. 2006-2007 Quantity Nos. Value

1. 2. 3. 4. 5. 6. 7. Light, medium and heavy commercial vehicles, jeep type vehicles, passenger cars, utility vehicles etc. and bodies thereon Spare Parts for Vehicles Diesel Engines Scrap Castings and Forgings Income from transfer of technology Income from Services

585,649 14,057

30147.56 580,280 1558.81 119.67 8,587 130.51 299.35 169.40 96.53 32521.83

29335.28 1220.10 69.89 111.29 284.14 44.00 31064.70

88

Schedules forming part of the Prot and Loss Account

16 [Item No. 13] Quantitative information in regard to installed capacity and the goods manufactured by the Company :
Unit of Installed Actual measurement capacity* production** 1. On road automobiles having four or more wheels such as light, medium and heavy commercial vehicles, jeep type vehicles and passenger cars covered under Sub-heading (5) of Heading (7) of First Schedule (Jamshedpur Works) Nos. 1,02,000 95,145 (96,000) (98,227) 2. Motor Vehicles for transport of ten or more persons including the driver, motor cars and other motor vehicles for transport of persons, motor vehicles for transport of goods, chassis tted with engine for motor vehicles (Pune Works) Licensed Capacity : 4,00,000 Nos. Nos. 5,65,000 4,36,177 (5,56,000) (4,58,324) 3. Motor Vehicles for transport of ten or more persons including the driver, motor cars and other motor vehicles for transport of persons, motor vehicles for transport of goods, chassis tted with engine for motor vehicles (Lucknow Works) Nos. 30,000 26,900 (30,000) (28,235) 4. Motor Vehicles for transport of ten or more persons including the driver, motor cars and other motor vehicles for transport of persons, motor vehicles for transport of goods, chassis tted with engine for motor vehicles (Uttaranchal Works) Nos. 75,000 23,136 - 5. Diesel Engines for Industrial and Marine applications Nos. *** 14,120 *** (8,498) 6. S. G. Iron Castings Tonnes 12,000 14,127 (12,000) (14,505) 7. S. G. / Grey Iron Semis by continuous casting process Tonnes 3,600 (3,600) (-) 8. Power Generation KW 19,22,82,000 3,08,28,940 (19,22,82,000) (3,44,07,625) 9. Manufactured Components for Sale **** Rupees Crores 329.56 (444.91) * On double shift basis including capacity for manufacture of replacement parts as certied by the management and relied upon by the Auditors. ** Includes production for internal use. *** These are manufactured against spare capacity under (1) and (2) above. **** The production disclosed against manufactured components is the value (as this is more meaningful than quantity) of such components transferred during the year to the warehouses for sale. NOTE : In addition to the above, The Company holds following industrial licenses / Industrial Enterpreneurs Memoranda (IEM) for which there is no production during the year. (a) Rotary position encoder and readout, electronic comparator, electronic weighing instruments, craneweighing instruments and test rig equipment. (b) Special Purpose Motor Vehicle, other than those principally designed for the transport of persons or goods. (c) Truck and Bus Bodies. (d) Automotive equipment for various defence applications such as different types of armoured vehicles, heavy tank carriers, shelters, containers, tactical oating bridges and ferries, bullet proof vehicles, high mobility vehicles, mechanised material handling and bridging equipment, mine protected vehicles, etc. (e) Certain types of electric equipment such as printed circuit motors, spot welding guns, in-process gauging, linear position encoder and readout, proximity switch, numerical control machine tools, solid state controllers for machine tools, Hoists and LDTV, vertical bar display, analogue timer, digital counter / timer.

89

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Prot and Loss Account

17 [Item No. 13] Information regarding exports and imports and other matters : 1. Earnings in foreign exchange : F.O.B. value of goods exported [including sales through Export House, Exports to Nepal, Bhutan and local sales eligible for export incentives and exchange differences (net) - loss of Rs. 13.30 crores (2006-07 Rs. 1.29 crores) (i) 2. 2007-2008 2006-2007 (Rs. in crores)

2754.05 90.07 -

2687.30 3.11 24.27

(ii) Interest and Dividend (iii) Others (Prot on sale of investments) C.I.F. value of imports (i) Raw Materials and Components

1051.05 36.62 1314.31 5.69 13.16

930.05 31.92 472.76 11.38 8.66

(ii) Machinery spares and tools (iii) Capital goods (iv) Spare Parts for sale (v) Other items

3. (a) Value of imported and indigenous raw materials and components consumed : (i) Imported at Rupee cost 855.82 17736.26 696.71 17219.02

(ii) Indigenously obtained

(b) Percentage to total consumption : (i) Imported % % 4.60 95.40 3.89 96.11

Note :

(ii) Indigenously obtained

In giving the above information, the Company has taken the view that spares and components as referred to in Clause 4D(c) of Part II of Schedule VI covers only such items as consumed directly in production.

90

Schedules forming part of the Prot and Loss Account

4. 5. Expenditure in foreign currency (subject to deduction of tax where applicable) : (i) Technical Know-how fees (ii) Interest (iii) Consultancy / Professional charges (iv) Payments on Other Accounts [including Exchange differences (net)] Remittances in foreign currencies for dividends : The Company does not have complete information as to the extent to which remittances in foreign currencies on account of dividends have been made by or on behalf of non-resident shareholders. The particulars of dividends declared during the year and payable to non - resident shareholders for the year 2006-07 are as under: Number of non-resident shareholders (a) For 2006-07 (b) For 2005-06 Number of shares held by them (a) For 2006-07 (b) For 2005-06 Nos. Nos. Nos. Nos. 5,483 - 15,63,50,853 - 234.53 - 5,288 15,17,92,702 197.33 2007-2008 172.21 131.08 112.12 173.65

(Rs. in crores) 17 [Item No. 13] (contd.)

2006-2007 188.88 88.60 64.07 181.18

(i) (ii)

(iii) Gross amount of dividend (a) For 2006-07 (b) For 2005-06

Information in regard to raw materials and components consumed : 2007-2008

18 (Item No. 13]

2006-2007 Value 661.05 0.86 42.95 11.96 147.11

Unit of Quantity Value Quantity Measurement Steel Tonnes 1,93,864 642.73 2,16,083 Steel Tubes Tonnes 18 0.32 112 Non-ferrous alloys/metals Tonnes 3,396 49.56 2,658 Ferro Alloys Tonnes 1,671 10.72 1,862 Steel Melting Scrap Tonnes 62,829 162.91 97,608 Paints, Oils and Lubricants Tonnes 7,453 8,827 Kilo liters 13,619 203.29 14,769 Tyres, Tubes and Flaps Nos. 47,11,883 1608.19 46,10,652 Engines Nos. 93,114 1292.80 84,472 Other components 14621.56

218.33 1359.70 1179.01 14294.76 17915.73

18592.08

Note : The Consumption gures shown above are after adjusting excesses and shortages ascertained on physical count, unserviceable items, etc. The gures of other components is a balancing gure based on the total consumption shown in the prot and loss account.

91

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Additional Information as required under Part IV of Schedule VI to the Companies Act, 1956
Balance Sheet Abstract and Companys General Business Prole:
I. Registration Details: Registration No State Code Balance Sheet Date Public Issue Rights Issue Bonus Issue Private Placement 4520 11 31.03.2008 (Amount in Rs. Thousand) Nil Nil Nil Nil (Amount in Rs. Thousand) 257523790 257523790 3855449 74539554 24619864 38185333 9757200 104522701 49102709 (2728528) 60518 (Amount in Rs. Thousand) 335771081 (310006349) 25764732 20289246 52.64 150% II.

Capital Raised during the Year (See Note below)

III. Position of Mobilisation and Deployment of Funds Total Liabilities Total Assets Sources of Funds: Paid-up Capital Reserves & Surplus Secured Loans Unsecured Loans Deferred Tax Liability Net Fixed Assets Investments Net Current Assets Miscellaneous Expenditure Turnover Total Expenditure Prot Before Tax Prot After Tax Earning Per Share - Basic (Rs.) Dividend Rate

Application of Funds:

IV. Performance of Company

V. Generic Names of Three Principal Products/Services of Company (as per monetary terms) Item Code No. (ITC Code) 8702 to 8708 except 8705 & 8707 Product Description Chasis and Vehicles for transport of goods and passengers, including motor car and parts thereof. Share Capital of the Company has increased by Rs. 13,00,690/- during the year consequent to conversion of 1,700 0% Foreign Currency Convertible Notes (FCCN) (due 2009) into 1,30,069 Ordinary Shares.

92

Auditors Report on Consolidated Financial Statements

TO THE BOarD Of DIrEctOrs Of Tata MOtOrs LImItED
1. We have audited the attached Consolidated Balance Sheet of TATA MOTORS LIMITED (the Company), and its subsidiaries (the Company and its subsidiaries constitute the Group) as at March 31, 2008 and also the Consolidated Prot and Loss Account and the Consolidated Cash Flow Statement for the year ended on that date annexed thereto. These nancial statements are the responsibility of the Companys Management and have been prepared by the Management on the basis of separate nancial statements and other nancial information regarding components. Our responsibility is to express an opinion on these consolidated nancial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the nancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the nancial statements. An audit also includes assessing the accounting principles used and signicant estimates made by the Management, as well as evaluating the overall nancial statement presentation. We believe that our audit provides a reasonable basis for our opinion. (a) We did not audit the nancial statements of certain subsidiaries, whose nancial statements reect total assets (net) of Rs. 2,250.18 crores as at March 31, 2008, total revenues of Rs. 6,498.99 crores and net cash ows amounting to Rs. 11.61 crores and of certain associates whose nancial statements reect the Groups share of prot (net) of Rs. 57.86 crores for the year then ended and Groups share of prot (net) of Rs. 94.45 crores up to March 31, 2008. These nancial statements and other nancial information have been audited by other auditors whose reports have been furnished to us by the Management of the Group, and our opinion is based solely on the reports of the other auditors. As stated in note B (7) of Schedule 14, the nancial statements of a joint venture, whose nancial statements reect the Groups share of total assets (net) Rs. 407.26 crores as at March 31, 2008, total revenues of Rs. 14.14 crores and net cash ows amounting to Rs. 17.79 crores for the period December 28, 2007 to March 31, 2008 are unaudited and we have relied upon the unaudited nancial statements as provided by the Companys Management for the purpose of our examination of consolidated nancial statements of the Group. As stated in note B (6) of Schedule 14, as the audited nancial statements of certain associates, whose nancial statements reect the Groups share of loss (net) for the year ended March 31, 2008 of Rs. 0.05 crores and Groups share of loss (net) of Rs. 4.66 crores up to March 31, 2008 are not available, we have relied upon the unaudited nancial statements as provided by the Management of those components for the purpose of our examination of consolidated nancial statements.

2.

3.

(b)

(c)

4.

We report that the consolidated nancial statements have been prepared by the Companys Management in accordance with the requirements of Accounting Standard 21 Consolidated Financial Statements, Accounting Standard 23 Accounting for Investments in Associates in Consolidated Financial Statements and Accounting Standard 27 Financial Reporting of Interests in Joint Ventures as notied under the Companies (Accounting Standards) Rules, 2006. Based on our audit and on consideration of reports of other auditors on separate nancial statements and other nancial information of the components, and to the best of our information and according to the explanations given to us, we are of the opinion that the attached consolidated nancial statements give a true and fair view in conformity with the accounting principles generally accepted in India: i. ii. iii. in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2008; in the case of the Consolidated Prot and Loss Account, of the prots of the Group for the year ended on that date; and in the case of the Consolidated Cash Flow Statement, of the cash ows of the Group for the year ended on that date.

5.

For DELOITTE HASKINS & SELLS Chartered Accountants M.S. Dharmadhikari Partner Membership No.: 30802 Mumbai: May 28, 2008

93

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Sixty-third annual report 2007-08
Tata Motors Limited

Consolidated Balance Sheet as at March 31, 2008

Schedule SOURCES OF FUNDS 1. SHAREHOLDERS FUNDS (a) Share Capital (b) Reserves and Surplus 2. 3. MINORITY INTEREST LOAN FUNDS (a) Secured (b) Unsecured DEFERRED TAX LIABILITY (NET) [Note A (6) (a) Page 110] TOTAL FUNDS EMPLOYED 5 101 12975.65 6060.49 6915.16 5948.28 12863.44 566.16 2665.83 1.19 3294.64 2060.51 3833.17 10077.84 19267.35 11319.19 2325.37 13644.56 5622.79 6.93 21725.15 105 110 10359.18 5426.65 4932.53 2581.65 7514.18 443.01 1174.59 6.27 3166.90 1702.22 1154.27 10248.26 16277.92 7700.39 1630.44 9330.83 6947.09 11.93 16090.80 1 2 Page 99 99 385.54 8311.98 8697.52 468.31 6011.87 5573.00 11584.87 974.45 21725.15 (Rs. in crores) As at March 31, 2007 385.41 7336.26 7721.67 249.96 4462.65 2839.25 7301.90 817.27 16090.80

3 4

100 100

4. 5.

APPLICATION OF FUNDS 6. FIXED ASSETS (a) Gross Block (b) Less - Depreciation (c) Net Block (d) Capital Work-in-Progress 7. 8. 9. GOODWILL (On Consolidation) INVESTMENTS CURRENT ASSETS, LOANS AND ADVANCES (a) Interest accrued on investments (b) Inventories (c) Sundry Debtors (d) Cash and Bank Balances (e) Loans and Advances

6 7 8 9 10

102 103 103 103 104

10. CURRENT LIABILITIES AND PROVISIONS (a) Current Liabilities (b) Provisions 11. NET CURRENT ASSETS [(9) LESS (10)] 12. MISCELLANEOUS EXPENDITURE (to the extent not written off or adjusted) 13. TOTAL ASSETS (NET) 14. BASIS OF CONSOLIDATION AND SIGNIFICANT ACCOUNTING POLICIES 15. NOTES TO BALANCE SHEET
As per our report attached For DELOITTE HASKINS & SELLS Chartered Accountants M S DHARMADHIKARI Partner

11 12

104 104

13

104

14

For and on behalf of the Board RATAN N TATA Chairman RAVI KANT N A SOOnaWala Managing Director J J IRANI V R MEHTA P M TElanG R GOPALAKRISHNAN Executive Director N N WADIA S M PALIA C RamakrIsHnan R A MasHElkar Chief Financial Ofcer Directors H K SETHNA Company Secretary Mumbai, May 28, 2008

Mumbai, May 28, 2008

94

Consolidated Prot and Loss Account for the year ended March 31, 2008

INCOME
1. SALE OF PRODUCTS AND OTHER INCOME FROM OPERATIONS LESS: EXCISE DUTY DIVIDEND AND OTHER INCOME

Schedule A (1)

Page 97 40340.79 4689.31 35651.48 267.48 35918.96

(Rs. in crores) 2006-2007 36922.61 4561.41 32361.20 153.18 32514.38 28986.71 (739.91) 28246.80 4267.58 85.02 688.09 405.81 0.52 0.14 3088.00 (883.21) 2204.79 (74.22) 39.42 2169.99 984.10 (0.69) (1.00) 3152.40

2.

A (2) 97

EXPENDITURE
3. 4. MANUFACTURING AND OTHER EXPENSES EXPENDITURE TRANSFERRED TO CAPITAL AND OTHER ACCOUNTS B 98 32601.33 (1360.70) 31240.63 4678.33 65.95 782.07 743.06 0.90 0.06 3086.29 (851.54) 2234.75 (132.25) 65.20 2167.70 1366.46

PROFIT BEFORE DEPRECIATION, INTEREST, AMORTISATION AND TAX 5. PRODUCT DEVELOPMENT EXPENDITURE 6. DEPRECIATION 7. INTEREST and discounting Charges [Note B (1), Page 114 ] 8. AMORTISATION OF MISCELLANEOUS EXPENDITURE IN SUBSIDIARIES 9. ADJUSTMENT OF MISCELLANEOUS EXPENDITURE IN SUBSIDIARIES PROFIT BEFORE TAX 10. TAX EXPENSE [Note A (6c), Page 110] PROFIT AFTER TAX 11. SHARE OF MINORITY INTEREST 12. SHARE OF PROFIT IN RESPECT OF INVESTMENTS IN ASSOCIATE COMPANIES PROFIT FOR THE YEAR 13. BALANCE BROUGHT FORWARD FROM PREVIOUS YEAR 14. ADJUSTMENT FOR REVISED AS 15 IN A SUBSIDIARY 15. TRANSLATION ON OPENING BALANCE IN RESPECT OF FOREIGN SUBSIDIARIES

3534.16 AMOUNT AVAILABLE FOR APPROPRIATION 16. APPROPRIATIONS (a) Tax on Interim Dividend by subsidiaries (including 10.89 Groups share of subsidiaries dividend tax) (b) Proposed Dividend 578.43 (c) Tax on Proposed Dividend (including Groups share of subsidiaries dividend tax) 87.42 (d) Residual dividend paid for FY 2005-06 (including tax) (e) General Reserve 1047.43 (f ) Special Reserve 12.20 (g) Reserve for Research and Human Resource Development 32.25 (h) Earned Surplus Reserve 1.42 (j) Balance carried to Balance Sheet 1764.12 17. EARNINGS PER SHARE [Note B (3), Page 117] (a) Basic (b) Diluted 18. BASIS OF CONSOLIDATION AND SIGNIFICANT ACCOUNTING POLICIES 19. NOTES TO PROFIT AND LOSS ACCOUNT Rupees Rupees 105 114 3534.16 56.24 51.57

4.56 578.07 105.52 0.07 1031.63 5.26 60.83 1366.46 3152.40 56.43 53.54

14

As per our report attached to the Balance Sheet For DELOITTE HASKINS & SELLS Chartered Accountants M S DHARMADHIKARI Partner

For and on behalf of the Board RATAN N TATA Chairman RAVI KANT N A SOOnaWala Managing Director J J IRANI V R MEHTA P M TElanG R GOPALAKRISHNAN Executive Director N N WADIA S M PALIA C RamakrIsHnan R A MasHElkar Chief Financial Ofcer Directors H K SETHNA Company Secretary Mumbai, May 28, 2008

Mumbai, May 28, 2008

95

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Consolidated Cash Flow Statement for the year ended March 31, 2008
A. Cash ow from Operating Activities Net Prot after tax Adjustments for: Depreciation (including Lease Equalisation adjusted in income) Prot on sale of assets (net) Prot on sale of investments (net) (Reversal of provision) / Provision for diminution in value of investments (net) Provision for inter corporate deposits (net) Gain on transfer of activity relating to nancing of Construction Equipment (Gain) / Loss on Liquidation of subsidiaries Share of Prot in respect of investments in associate companies Share of minority interest Wealth tax Tax expense Interest / Dividend (net) Gain on issue of shares by a subsidiary Exchange difference Amortisation of miscellaneous expenditure Employee separation cost Operating Prot before working capital changes Adjustments for: Trade and other receivables Inventories Trade and other payables Vehicle / other loans and hire purchase receivables 2007-2008 2167.70 777.58 (19.93) (135.89) (2.93) (0.77) (76.00) (0.64) (65.20) 132.25 (0.24) 851.54 619.70 (4.66) (26.02) 0.96 4.04 2053.79 4221.49 (698.36) (122.85) 2916.20 2094.99 (52.76) 2042.23 6263.72 (668.17) 5595.55 (5280.39) (53.34) 46.44 887.42 (95.51) (792.28) (442.09) (421.68) 14.26 164.25 18.39 245.21 0.65 154.60 18.07 80.98 26.92 30.68 (5397.42) 1969.99 (0.01) 5462.98 (4395.53) 1138.51 62.68 (685.08) (17.08) (1049.59) 2486.87 2685.00 1154.27 17.92 (4.84) (4.63) (14.55) 3833.17* (Rs. in crores) 2006-2007 2169.99 684.31 (17.39) (42.94) 1.18 3.06 (39.42) 74.22 0.68 883.21 297.53 (1.96) (69.39) 0.66 4.03 1777.78 3947.77 (787.27) (684.01) 1267.34 (203.94) (3933.05) (4136.99) (189.22) (686.26) (875.48) (2758.75) 99.34 138.35 (18.35) (28.66) 1.46 42.04 (0.44) 45.01 30.78 102.73 (60.00) (2406.49) (0.09) 4213.51 (977.98) 861.00 15.58 (3.07) (2.71) (575.39) (4.56) (7.34) (465.38) 3053.57 (228.40) 1386.44 (0.55) 4.32 (6.26) (1.28) 1154.27*

B.

C.

Cash (used in) / generated from Operations Direct Taxes Paid (net) Net Cash (used in) / from Operating Activities Cash Flow from Investing Activities Purchase of xed assets Loan to associates Sale of xed assets Proceeds from transfer of activity relating to nancing of Construction Equipment Investments in associate companies Investments in Mutual Fund (made) / sold (net) Acquisition of stake in joint venture Investments - others Decrease / (Increase) in Investments in retained interests in securitisation transactions Sale of investments in subsidiary companies Sale of investments in associate company Sale / redemption of investments - others Proceeds received on liquidation of subsidiaries Payment for purchase of business from administrator Interest received Dividend received from associates Dividend / Income on investments received Receipt of Long Term Inter-corporate deposits Decrease / (Increase) in short term Inter-corporate deposits Net Cash used in Investing Activities Cash Flow from Financing Activities Proceeds from issue of Convertible Alternative Reference Securities (CARS) (net of issue expenses) Stamp duty on FCCN conversion Proceeds from long term borrowings Repayment of long term borrowings Increase in short term borrowings (net) Proceeds from issue of shares to minority shareholders Payment of premium on long term forward contracts Preliminary expenses incurred Dividend paid (including Dividend Tax) Tax paid on Interim Dividend by Subsidiaries Dividend paid to minority shareholders Interest paid [including discounting charges paid, Rs. 296.30 crores, (2006-07 Rs.172.27 crores)] Net Cash from / (used in) Financing Activities Net Decrease in Cash and cash equivalents Cash and cash equivalents as at March 31 (Opening Balance) Add:- Cash and Bank balance taken over on acquisition of stake in a joint venture Less: Cash and bank balances of subsidiaries under liquidation, taken over by Administrator Add : Translation adjustment on opening cash and bank balance of foreign subsidiaries Add :Translation adjustment on reserves of foreign subsidiaries Less : Exchange uctuation on FCCN proceeds kept outside India and on foreign currency bank balances Cash and cash equivalents as at March 31 (Closing Balance) *Includes Cash Collateral Rs. 1594.07 crores (as at March 31, 2007 Rs. 401.49 crores, as at March 31, 2006 Rs. 294.82 crores) Previous periods gures have been restated, wherever necessary, to conform to this periods classication. RATAN N TATA Chairman N A SOOnaWala J J IRANI V R MEHTA R GOPALAKRISHNAN N N WADIA S M PALIA R A MasHElkar Directors

As per our report attached to the Balance Sheet For DELOITTE HASKINS & SELLS Chartered Accountants M S DHARMADHIKARI Partner

For and on behalf of the Board RAVI KANT Managing Director P M TElanG Executive Director C RamakrIsHnan Chief Financial Ofcer H K SETHNA Company Secretary Mumbai, May 28, 2008

96

Mumbai, May 28, 2008

Schedules forming part of the Consolidated Prot and Loss Account

(Rs. in crores) A [Item No. 1 & 2] 2007-2008 SALE OF PRODUCTS AND OTHER INCOME 1. Sale of products and other income from operations (a) Sale of products / Services (Note 1 below) (b) (c) 2. Income from Hire purchase / Loan contracts (Notes 2 to 5 below) Miscellaneous income (Note 6 below) 39018.62 1070.69 251.48 40340.79 267.48 40608.27 2007-2008 Notes: (1) (2) (3) (4) Includes exchange gain (net) Value of Hire purchase contracts entered into during the year: Purchased vehicles (Note 3 below) Value of vehicles purchased and issued on Hire purchase contracts during the year (i) Income from Hire purchase contracts includes net income from lease rentals and income on securitisation / sale of receivable under Hire purchase contracts Income from Loan contracts includes income on securitisation / sale of receivables of Loan contracts (net) 52.24 36032.89 672.55 217.17 36922.61 153.18 37075.79 2006-2007 65.77 48.72 41.12 2006-2007

Dividend and other income (Notes 7 to 10 below)

44.32 953.59

0.42 77.50 548.35

(ii) (5) (6)

Income from Loan contracts includes Interest income (net) Miscellaneous income include : (i) Prot on sale of assets (net) [includes Capital Prots of Rs. 8.74 crores (2006-07 Rs. 8.24 crores)] (ii) Gain on transfer of activity relating to nancing of Construction Equipment (iii) Insurance claims for loss of prot due to re Dividend and other income includes : (i) Income from current investments (ii) Income from long term investments (net) (iii) Tax deducted at source (iv) Reversal of provision for diminution in value of investments Dividend and other income includes : (i) Prot on sale of part interest in subsidiary companies (ii) Prot on sale of current investments (iii) Prot on sale of long-term investments (net) Dividend and other income include gain on liquidation of subsidiaries (net)

23.63 76.00 56.78 64.74 1.84 2.93 109.72 13.18 12.99 0.64 4.66

22.61 47.90 9.96 98.32 1.93 12.20 30.74 1.96

(7)

(8)

(9)

(10) Dividend and other income include gain on issue of shares by a subsidiary

97

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Consolidated Prot and Loss Account

(Rs. in crores) B [Item No. 3] 2007-2008
MANUFACTURING AND OTHER EXPENSES 1. Purchase of products for sale, etc. 2. Consumption of raw materials and components 3. Processing charges 4. Payments to and provision for employees (Note 1 below) (a) Salaries, wages and bonus (b) Contribution to provident and other funds (c) Workmen and staff welfare expenses 5. Expenses for manufacture, administration and selling: (a) Stores, spare parts and tools consumed (b) Freight, transportation, port charges, etc. (c) Repairs to buildings (d) Repairs to plant, machinery, etc. (e) Power and fuel (f ) Rent (g) Rates and taxes (h) Insurance (j) Publicity (k) Incentive / Commission to dealers (l) Other expenses (Note 2 below) 6. Exchange gain (net) on revaluation of foreign currency borrowings, deposits and loans given 7. Excise duty on Stock-in-trade 8. Change in Stock-in-trade and Work-in-progress: A. Opening Stock (i) Work-in-progress (ii) Stock -in-trade Stock acquired on acquisition in a joint venture (i) Work-in-progress (ii) Stock -in-trade B. Closing Stock (i) Work-in-progress (ii) Stock -in-trade 2318.21 22057.63 484.02 2263.92 255.83 225.41 2745.16 735.97 618.64 30.43 56.70 377.72 76.94 33.52 53.14 311.38 327.01 2525.96 5147.41 (137.61) (13.19) 365.10 1332.74 1697.84 2.94 1.15 4.09 370.08 1332.15 1702.23

2006-2007
1911.49 20461.10 480.32 1948.32 260.69 206.78 2415.79 565.73 547.65 26.52 54.58 368.53 46.76 44.04 35.76 257.70 325.09 1844.62 4116.98 (65.21) 77.50 342.51 944.07 1286.58 365.10 1332.74 1697.84 (411.26) 28986.71

(0.30) 32601.33

Notes :

(1)

(2)

Payments to and provision for employees include: (i) Provisions for other employee benet schemes (ii) Managerial Remuneration for Directors (excluding provision for encashable leave and gratuity as separate actuarial valuation for Whole-time Directors is not available) Other expenses include: (i) Loss on assets scrapped / written off (ii) Repairs to buildings exclude amounts charged to other revenue accounts (iii) Repairs to plant, machinery, etc exclude amounts charged to other revenue accounts (iv) Lease rentals in respect of plant and machinery (v) Provision and write off of sundry debtors, vehicle loans and advances (net) (vi) Securitisation expenses for Hire purchase / Loan contracts (vii) Commission and brokerage on sales (viii) Loss on liquidation of subsidiaries (net)

2007-2008 18.74 9.96 3.70 8.16 142.96 1.54 448.48 55.75 61.11

2006-2007 32.11 6.77 5.22 8.96 123.63 2.96 179.60 63.50 31.66

3.06

98

Schedules forming part of the Consolidated Balance Sheet

(Rs. in crores) 1 [Item No. 1(a)]
As at March 31, 2008 SHARE CAPITAL Authorised: 45,00,00,000 Ordinary shares of Rs. 10 each (As at March 31, 2007: 45,00,00,000 shares) Issued and subscribed: 38,55,03,954 Ordinary shares of Rs. 10 each fully paid (As at March 31, 2007 38,53,73,885 shares) Less: Calls in arrears Share Forfeiture As at March 31, 2007

450.00 385.50 0.01 385.49 0.05 385.54

450.00 385.37 0.01 385.36 0.05 385.41

2 [Item No. 1(b)]

(a) Securities Premium Account [Note (i) and (ii) below] (b) Capital Redemption Reserve (c) Capital Reserve (on consolidation) [Note (iii) below] (d) Debenture Redemption Reserve (e) Amalgamation Reserve (f ) Special Reserve (g) Reserve on Research and Human Resource Development [Note (iv) below] (h) Earned Surplus Reserve [Note (v) below] (j) Revaluation Reserve [Note (vi) below] (k) General Reserve [Note (vii), Page 100] (l) Translation Reserve [Note (viii), Page 100] (m) Prot and Loss Account As at March 31, Deductions / 2007 Additions Adjustments 1936.40 1828.70 2.28 2.28 411.21 408.20 334.35 334.35 0.05 0.05 66.37 61.11 67.44 5.62 25.95 26.39 3042.32 2049.07 83.43 48.73 5969.80 4764.50 34.38 107.79 3.93 12.20 5.26 32.25 61.82 1.42 1047.84 1050.23 34.70 1128.09 1263.73 433.56 0.09 45.40 0.92 0.44 0.44 3.33 56.98 67.30 550.03 58.43 As at March 31, 2008 1537.22 1936.40 2.28 2.28 365.81 411.21 334.35 334.35 0.05 0.05 78.57 66.37 99.69 67.44 1.42 25.51 25.95 4086.83 3042.32 16.13 83.43 6547.86 5969.80 1764.12 1366.46 8311.98 7336.26

RESERVES AND SURPLUS

Notes:

2007-2008 Additions Deductions

2006-2007 Additions Deductions

(i) (ii)

Securities Premium Account opening and closing balances are net of calls in arrears Rs. 0.03 crore Changes in Securities Premium Account (a) Premium on shares issued on conversion of Foreign Currency Convertible Notes (FCCN) and on shares issued which were held in abeyance out of Rights Issue of shares (b) Provision for premium on redemption of Convertible Alternative Reference Securities (CARS) (Net of tax of Rs. 215.52 crores) (c) CARS issue expenses (net of tax Rs. 7.72 crores) (d) Exchange difference on Provision for premium on redemption of FCCN / CARS [(net of tax Rs. 2.87 crores (2006-07 Rs. Nil))] [ including credit for reversal upon conversion of FCCN Rs. Nil (2006-07 net of credit for reversal of Rs. 6.95 crores )] (e) Stamp Duty charges on conversion of FCCN Capital Reserve is net of translation of Rs. 45.40 crores (2006-07 includes (net) Rs. 3.01crores) on opening balances in respect of foreign subsidiaries. Includes translation on opening balance Rs. Nil (2006-07 Rs. 0.99 crore) Tata Daewoo Commercial Vehicle Company Ltd. (TDCV) under the Korean Commercial Code is required to appropriate at least 10% of cash dividend declared each year to a legal reserve until such reserve equals 50% of capital stock of TDCV. This reserve may not be utililzed for cash dividends but may only be used to offset against future decit, if any, or may be transferred to capital stock of TDCV. Change in Revaluation Reserve Depreciation on revalued portion of assets taken over on amalgamation of Telco Dadajee Dhackjee Ltd.

6.77 27.61 34.38

418.55 15.00 0.01 433.56

93.84 13.95 107.79

0.09 0.09

(iii) (iv) (v)

(vi)

0.44

0.44

99

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Consolidated Balance Sheet

Notes to Reserves and Surplus (contd.)
2007-2008 Additions Deductions (vii) (1) Adjustment in General Reserve towards difference in opening liability as per revised AS-15 (net of tax) a) In respect of the Company and its subsidiaries b) Share of minority interest c) Our share of adjustment in an associate company Amount transferred from Prot and loss account 0.41 1047.43 1047.84 3.33 3.33 Additions

(Rs. in crores)
2006-2007 Deductions

(2)

18.54 0.06 1031.63 1050.23

56.52 0.46 56.98

(viii) During the year, Rs. 67.30 crores (net) has been deducted from Translation Reserve [2006-07 addition of Rs. 34.70 crores (net)] on translation of foreign subsidiaries and minorities share thereof and foreign associates. (ix) Prot and Loss Account is after considering the proportionate share of post acquisition loss of Rs. 43.97 crores of the Joint Venture, Fiat India Automobiles Pvt. Ltd. (Rs. in crores) As at March 31, 2008 LOANS - Secured (a) Non - Convertible Debentures (b) (c) (d) Loans from Financial Institutions / Banks Sales Tax Deferment Loan From Banks: (i) Buyers line of credit (ii) (e) Loans and Cash Credit / Overdraft Accounts Loans from others 787.70 1585.00 48.45 864.27 2726.45 6011.87 As at March 31, 2007 75.50 1525.00 73.28 431.26 2351.60 6.01 4462.65

3 [Item No. 3 (a)]

4 [Item No. 3(b)] As at March 31, 2008 LOANS - Unsecured (a) Short Term Loans - From Banks (b) (c) (d) (e) (f) Commercial Paper Inter Corporate Deposit / Call Deposit Foreign Currency Convertible Notes / Convertible Alternative Reference Securities (CARS) Long term loans in foreign currency - others Long term loans in foreign currency - Banks 1540.00 119.60 51.23 3661.03 201.14 5573.00 As at March 31, 2007 509.68 140.00 4.25 1764.69 202.83 217.80 2839.25

100

Schedules forming part of the Consolidated Balance Sheet

(Rs. in crores) 5[Item No. 6] FIXED ASSETS
Cost as at Translation Additions / Deductions/ Cost as at March 31, Adjustment Adjustments Adjustments March 31, 2007 [Note (iv)] 2008 Depreciation for the year 2007- 2008 [Note (viii) and (ix) ] Accumulated Net Book Depreciation Value as at up to March 31, March 31, 2008 2008 [Note (v), (viii) and (ix)] 335.58 158.71 336.82 1194.95 301.97 937.20 6.50 96.26 4.72 73.23 4838.52 4604.24 4244.67 3372.54 25.87 41.54 23.37 32.17 57.40 82.21 50.15 51.90 38.77 6.54 38.38 0.15 71.04 66.81 71.13 53.73 26.00 38.87 89.30 61.46 3.34 33.12 1.42 33.58 6.45 393.30 422.46 140.85 108.89 115.63 70.19 6060.49 5426.65 23.14 18.20 24.00 237.28 47.58 136.42 86.28 6915.16 4932.53 5948.28 2581.65 12863.44 7514.18

(a) Land (b) Buildings [Note (i) and (ii)(a)] (c) Leasehold Land [Note (ii)(b)] (d) Railway Sidings (e) Plant, Machinery and Equipment [Note (ii) (a) and (iii)] (f ) Water System and Sanitation [Note (ii) (a)] (g) Furniture, Fixtures and Ofce Appliances [Note (iii)] (h) Technical Know-how (j) Vehicles and Transport [Note (iii)] (k) Leased Assets (i) Plant Taken on Lease [Note (vii)] (ii) Leased Premises / Assets (iii) IT & IT related assets taken on Lease (iv) Assets Given on Lease (l) Product Development Cost

158.71 112.07 1239.17 1170.26 77.95 44.42 7617.21 6772.28 55.54 45.29 102.05 92.29 38.53 38.37 124.86 115.05 150.76 188.57 35.00 31.41 446.46 456.09 156.47 125.91 156.47 112.99 10359.18 9305.00

(17.09) 1.03 (33.10) 2.58 (35.79) 3.26 (1.17) 0.29 (0.21) 0.04 (2.34) 0.06 (1.08) 0.45 (90.78) 7.71

193.96 45.61 334.48 66.71 24.81 33.53 1834.91 983.04 11.87 10.25 40.09 13.69 6.78 0.16 38.47 23.15 22.76 1.65 2.36 29.59 0.37 224.00 30.50 100.87 42.89 2864.24 1252.26

8.78 0.38 (26.43) 141.37 1.36 4.22 25.27 13.38 108.65 37.81 0.19 (1.23) 34.96 10.00 4.21 ( 0.14) 156.99 205.79

335.58 158.71 1531.77 1239.17 102.76 77.95 9442.76 7617.21 67.41 55.54 139.61 102.05 45.31 38.53 137.85 124.86 64.87 150.76 36.46 35.00 29.59 411.50 446.46 378.13 156.47 252.05 156.47 12975.65 10359.18

37.19 33.10 2.74 0.55 606.13 526.26 2.49 1.99 8.75 6.60 0.02 0.01 19.04 12.71 11.28 15.83 0.47 0.28 6.45 4.87 6.04 35.12 51.62 47.52 33.10 782.07 688.09

(m) Software Total (n) Capital Work-in-progress [Note (vi)]

Notes: (i) (ii)

Buildings include Rs. 8,631 (as at March 31,2007 Rs 8,631) being value of investments in shares of Co-operative Housing Societies. (a) Buildings, Water System and Sanitation and Plant, Machinery and Equipment include Gross block Rs. 4.76 crores, Rs.1.50 crores and Rs. 3.76 crores (as at March 31, 2007 Rs. 4.76 crores, Rs. 1.50 crores and Rs. 3.76 crores) and Net Block Rs. 0.08 crore, Rs. 0.08 crore and Rs. 0.34 crore respectively (as at March 31, 2007 Rs. 0.08 crore, Rs. 0.08 crore and Rs. 0.35 crore) in respect of expenditure incurred on capital assets, ownership of which does not vest in the Company. (b) The Registration of Leasehold land of Rs. 33.53 crores acquired in the year 2006-07 is in process. (iii) Includes Plant, Machinery and Equipment, Furniture, Fixtures and Ofce Appliances and Vehicles and Transport having Gross block of Rs.151.75 crores, Rs . 0.90 crore and Rs. 1.40 crores (as at March 31, 2007 Rs. 157.79 crores, Rs. 0.46 crore and Rs. 1.48 crores) and Net block of Rs. 8.96 crores, Rs. 0.02 crore and Rs. 0.19 crore (as at March 31, 2007 Rs. 9.12 crores, Rs. 0.01 crore and Rs. 0.10 crore) respectively held for disposal. (iv) Additions / Adjustments include : (a) exchange differences and net premium on forward exchange contracts net loss of Rs. 1.82 crores (as at March 31, 2007 Rs 17.08 crores). (b) premises acquired in satisfaction of debts amouting to Rs. 3.17 crores (as at March 31, 2007 Rs. Nil) (c) Gross block of Rs. 148.00 crores (as at March 31, 2007 Rs. Nil) on account of acquisition of stake in Fiat India Automobiles Pvt. Ltd. (FIAPL) (v) Accumulated Depreciation includes : (a) an adjustment of Rs. 125.82 crores (as at March 31, 2007 Rs.101.91 crores) on Assets transferred/sold/discarded during the year. (b) lease equalisation of Rs. 4.49 crores (as at March 31,2007 Rs. 3.78 crores) adjusted in lease rental income . (c) depreciation of Rs. 0.44 crore (2006-07 Rs. 0.44 crore) on revalued portion of Gross Block of TDDL transferred to Revaluation Reserve. (d) Translation Adjustment for foreign subsidiaries of Rs. 23.48 crores (as at March 31, 2007 Rs. 0.68 crore) (e) Rs. 4.71 crores (as at March 31, 2007 Rs. Nil) on account of acquisition of stake in Fiat India Automobiles Pvt Ltd. (FIAPL). (vi) Capital Work-in-progress includes : (a) Product Development Cost Rs. 1721.83 crores (as at March 31, 2007 Rs. 908.39 crores ) (b) Advances for capital expenditure of Rs. 778.58 crores (as at March 31, 2007 Rs. 435.46 crores) (vii) The assets are under renewable secondary lease. (viii) Depreciation for the year and accumulated depreciation includes amortization, diminution in value of assets and write down of assets net of reversals. (ix) Depreciation for the year includes loss of Rs. 8.16 crores (2006-07 Rs. 12.13 crores) on assets held for disposal.

101

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Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Consolidated Balance Sheet

6 [Item No. 8]
Cost as at March 31, 2008 393.23 21.00

(Rs. in crores)
Cost as at March 31, 2007 253.87 21.00

INVESTMENTS (at cost) (A) In Associates a) Carrying cost of investments in Associates (Note 8 below) [Including Rs. 55.08 crores (2006-07 Rs. 2.94 crores) of Goodwill and net of Rs. 1.54 crores (2006-07 Rs. 2.55 crores) of Capital Reserve arising on acquisition of associates] b) Fully paid Cumulative Redeemable Preference shares (unquoted) (B) Others (I) Long Term Investments Quoted a) Fully paid Ordinary/Equity shares b) Fully paid Cumulative Compulsorily Convertible Preference Shares c) Bonds Unquoted a) Fully paid Ordinary/Equity shares b) Fully paid Cumulative Redeemable Preference Shares c) Fully Paid Non Cumulative Redeemable Preference Shares d) Non Convertible Debentures e) Optionally Convertible Debentures f ) Bonds g) Retained interest in securitisation transactions (II) Current Investments Quoted a) Fully paid Ordinary/Equity shares b) Investment in Securities Unquoted a) Fully paid Cumulative Redeemable Preference Shares b) Mutual Fund (III) Cost of Investments (Note 7 below) Less: Provision for diminution in value of Investments (Net)

422.24 239.50 37.85 262.43 15.00 2.00 7.04 11.50 6.15 65.65 0.93 0.02 3.00 966.75 221.56 2675.85 10.02 2665.83

263.03 144.29 260.42 15.00 2.00 7.64 6.16 76.91 0.93 0.79 3.00 132.78 1187.82 13.23 1174.59

Notes: (1) Book value of quoted investments (other than in associates) 697.93 404.84 (2) Book value of unquoted investments (other than in associates) 1553.67 494.88 (3) Market value of quoted investments (other than in associates) 2763.95 1726.11 (4) Investment in Mutual Funds includes dividend reinvested 43.02 2.08 (5) The Company has given an undertaking to Citibank NA, for non-disposal of its shareholding in Tata Precision Industries Pte. Ltd (TPI), Singapore against loans and other facilities extended by the Bank to TPI and Tata Engineering Services Pte. Ltd (TES), Singapore, a wholly owned subsidiary of TPI, aggregating Singapore SGD 13.85 million (Rs. 40.31 crores as on March 31, 2008) in total. The Company has also given an unsecured loan amounting to SGD 2.50 million (Rs. 7.27 crores as on March 31, 2008) (SGD Nil (Rs. Nil) as at March 31, 2007) to TPI Singapore. (6) The Company acquired 21% shares in Hispano Carrocera, S.A. on March 16, 2005. As per the terms of agreement, the Company has an Option to acquire the remaining 79% of the shares through one or more transfers, as per terms and conditions duly agreed upon at a price not exceeding Euro 2 million (Rs. 12.68 crores as on March 31, 2008). The Company has given an unsecured subordinated Loan of Euro 15 million (Rs. 95.10 crores) as at March 31, 2008 [Euro 7 million (Rs. 40.52 crores) as at March 31, 2007]. The Company has also given a letter of comfort to Citibank NA against working capital loans extended by the bank to Hispano aggregating Euro 7 million (Rs. 44.39 crores as on March 31, 2008) The Company has also given an undertaking to Citibank NA for non-disposal of its shareholding in Hispano during the tenure of the loan. (7) Cost of investments represents legal / professional fees and other cost towards investment for a proposed acquisition (refer note (C) 8, page 118) (8) The particulars of investments in associate companies as of March 31, 2008 are as follows: Sr. No. 1) 2) 3) 4) 5) 6) 7) 8) 9) Name of the Associates Country of Incorporation India India Bangladesh Singapore Spain India India India India Ownership Interest (%) 50.00 50.00 50.00 50.00 40.00 40.00 49.99 49.99 21.00 21.00 26.00 26.00 29.34 24.55 21.60 37.79 Original Cost of Investment (+) 90.00 90.00 98.67 98.67 1.27 1.27 3.11 3.11 2.34 2.34 1.68 1.68 0.13 7.20 3.60 92.79 297.06 200.80 Amount of Goodwill/(Capital Reserve) in Original Cost (0.43) (0.43) 2.34 2.34 (1.11) (1.11) (1.01) 1.08 0.60 51.66 53.54 0.39 Share of post acquisition Reserves and Surplus 98.64 57.98 (1.33) (0.27) (0.06) (0.24) (3.11) (3.11) (2.34) (2.34) 2.12 1.18 2.83 (4.13) (2.96) 6.38 96.17 53.07 Carrying Cost of Investments 188.64 147.98 97.34 98.40 1.21 1.03 3.80 2.86 2.96 3.07 0.64 99.17 393.23 253.87

Tata Cummins Ltd. Tata AutoComp Systems Ltd. NITA Company Ltd. Tata Precision Industries Pte. Ltd. Hispano Carrocera S. A. TSR Darashaw Ltd. Tata Securities Ltd. ** Telcon Ecoroad Resurfaces Pvt. Ltd. @ Automobile Corporation of Goa Ltd. ^ Total

* * * *

* @ + ** ^

Share of loss restricted to the original cost of Investment as per the equity method of accounting for associates under AS -23 Accounting for Investments in Associates in Consolidated Financial Statements. Associate of Telco Construction Equipment Company Limited (Telcon) one of the subsidiaries. Original cost of investment is net of permanent diminution in the value of investment. Tata Securities Ltd. was an associate upto June 25, 2007 During the year, the Company acquired additional stake in Automobile Corporation of Goa Ltd. Consequently it became an associate from May 21, 2007, and hence the gures of the previous year are not given.)

102

Schedules forming part of the Consolidated Balance Sheet

(Rs. in crores) 7 [Item No. 9 (b)] As at As at March 31, March 31, 2008 2007 INVENTORIES (a) Stores and spare parts (at or below cost) (b) Consumable tools (at cost) (c) Raw materials and components (d) Work-in-progress (e) Stock-in-trade (f) Goods-in-transit (at cost) Note : Items (c), (d) and (e) above are valued at lower of cost and net realisable value. 8 [Item No. 9(c)] As at As at March 31, March 31, 2008 2007 SUNDRY DEBTORS (a) Over six months : (unsecured) (b) Others : (unsecured) Less: Provision for doubtful debts (c) Future instalments receivable from hirers / lessees [secured under hire purchase / lease agreements and by promissory notes from hirers] [Note A (7), page 111] Less: Provision for doubtful instalments Less: Unearned nance and service charges on lease receivable / hire purchase contracts 223.46 1886.81 2110.27 65.62 2044.65 24.75 7.20 1.69 15.86 2060.51 166.78 1545.42 1712.20 56.40 1655.80 62.33 11.24 4.67 46.42 1702.22 132.67 26.88 1122.65 370.08 1332.15 310.21 3294.64 158.25 26.59 1117.76 365.10 1332.74 166.46 3166.90

9 [Item No. 9(d)] As at As at March 31, March 31, 2008 2007 CASH AND BANK BALANCES (a) Cash on hand (b) Current accounts with Scheduled Banks # (c) Current accounts with other than Scheduled Banks # (d) Short term deposits with Banks * (e) Margin Money / Cash Collateral with Scheduled Banks 5.05 1056.07 29.39 1148.59 1594.07 3833.17 6.09 651.33 42.34 53.02 401.49 1154.27

# *

Includes cheques on hand Rs. 184.02 crores (as at March 31, 2007 Rs.159.75 crores) and remittances in transit Rs. 411.36 crores (as at March 31, 2007 Rs. 250.57 crores) Short term deposits with Bank includes Restricted deposits of Rs. 4.61 crores (as at March 31, 2007 Rs. 4.64 crores) and with other than scheduled banks for foreign subsidiaries Rs. 8.12 crores (as at March 31, 2007 Rs. 4.12 crores)

103

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Consolidated Balance Sheet

10 [Item No. 9(e)]
As at March 31, 2008

(Rs. in crores)
As at March 31, 2007

LOANS AND ADVANCES

A) SECURED Vehicle loans (Note 1 below)* Less: Provision for doubtful loans# Total Vehicle Loans * Includes Rs. 374.94 crores (as at March 31, 2007 Rs. 278.95 crores) on account of overdue Securitised Receivables # Includes Rs. 180.71 crores (as at March 31, 2007 Rs. 74.79 crores) on account of Securitised Receivables Other secured loans (Note 2 below) Total (A) B) UNSECURED - considered good (a) Claims / incentive recoverable, advances / loans to suppliers, contractors, employees and others, rent deposits and other amount due (Notes 3 and 4 below) (b) Loan to associates (Note 5 below) (c) Deposits with government, public bodies and others (Note 6 below) (d) Prepaid expenses (Note 7 below) (e) Advance payment against taxes (net) (f) Other unsecured loans Total (B) Total (A) and (B) Notes: (1) (2) (3) (4) (5) (6) (7) Loans are secured against hypothecation of vehicles. Other loans are secured by mortgage of property and lien on shares; security yet to be created. Net of advances considered doubtful which have been provided for Includes amount due from customers in respect of contract works Loan to associates: (i) Hispano Carrocera, S. A. (ii) Tata Precision Industries Pte. Ltd. (Singapore) Deposits with government, public bodies and others are net of deposits considered doubtful which have been provided for Includes fees towards arrangement / structuring and other incidental costs on proposed borrowing (Note (n), page 109) 7864.56 273.03 7591.53 8562.28 169.70 8392.58

7591.53 925.41 102.36 682.32 333.48 442.74 2486.31 10077.84

14.68 8407.26 962.87 40.52 448.11 124.73 257.19 7.58 1841.00 10248.26

86.11 13.44 95.09 7.27 8.01 165.58 As at March 31, 2008 4131.51 6783.28 334.19 21.80 37.13 11.28 11319.19 As at March 31, 2008 578.43 90.14 501.80 1155.00 2325.37 As at March 31, 2008 5.58 1.35 6.93

90.59 16.54 40.52 8.30 As at March 31, 2007 2446.11 4872.33 343.50 0.67 26.89 10.89 7700.39 As at March 31, 2007 578.07 108.42 443.60 500.35 1630.44 As at March 31, 2007 9.68 2.25 11.93

11 [Item No. 10 (a)] CURRENT LIABILITIES (a) Acceptances (b) Sundry creditors (c) Advance and progress payments (d) Amount due to a customer in respect of contract work (e) Interest / commitment charges accrued on loans but not due (f) Liability towards Investors Education and Protection Fund under Section 205C of the Companies Act, 1956 not due

12 [Item No. 10 (b)] PROVISIONS (a) Proposed dividends (b) Provision for tax on dividends (c) Provision for retirement and other employee benet schemes [Note B (2), page 115 and 116] (d) Other provisions [ Note B (4), page 117]

13 [Item No. 12] MISCELLANEOUS EXPENDITURE (to the extent not written off or adjusted) (a) Employee Separation Cost (b) Others

104

Schedules forming part of the Consolidated Balance Sheet and Prot and Loss Account Basis of Consolidation and Signicant Accounting Policies
Basis of Consolidation: The consolidated nancial statements relate to Tata Motors Limited (the Company), its subsidiary companies, joint venture and associates. The Company and its subsidiaries constitute the Group. a) Basis of Accounting: I. The nancial statements of the subsidiary companies / joint venture used in the consolidation are drawn upto the same reporting date as of the Company i.e. year ended March 31, 2008. II. The nancial statements of the Group have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India, which are notied under the Companies (Accounting Standards) Rules, 2006 and other generally accepted accounting principles in India. b) Principles of consolidation: The consolidated nancial statements have been prepared on the following basis: I. The nancial statements of the Company and its subsidiary companies have been combined on a line-by-line basis by adding together like items of assets, liabilities, income and expenses. The intra-group balances and intra-group transactions and unrealised prots or losses have been fully eliminated. II. The consolidated nancial statements include the share of prot / loss of the associate companies which has been accounted as per the Equity method, and accordingly, the share of prot / loss of each of the associate companies (the loss being restricted to the cost of investment) has been added to / deducted from the cost of investments. An Associate is an enterprise in which the investor has signicant inuence and which is neither a Subsidiary nor a Joint Venture of the investor. III. The nancial statements of the joint venture company has been combined by using proportionate consolidation method and accordingly, venturers share of each of the assets, liabilities, income and expenses of jointly controlled entity is reported as separate line items in the consolidated nancial statements. (Note C (7), page 118) IV. The excess of cost to the Company of its investments in the subsidiary companies / joint venture over its share of equity of the subsidiary companies / joint venture, at the dates on which the investments in the subsidiary companies / joint venture are made, is recognised as Goodwill being an asset in the consolidated nancial statements. Alternatively, where the share of equity in the subsidiary companies / joint venture as on the date of investment is in excess of cost of investment of the Company, it is recognised as Capital Reserve and shown under the head Reserves and Surplus, in the consolidated nancial statements. V. Minority interest in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the minority shareholders at the dates on which investments are made by the Company in the subsidiary companies and further movements in their share in the equity, subsequent to the dates of investments as stated above. c) The following subsidiary companies are considered in the consolidated nancial statements: % of holding either directly or through Country of subsidiaries as at March 31, Sr. No. Name of the Subsidiary Company incorporation 2008 2007 Direct Subsidiaries 1 Tata Daewoo Commercial Vehicle Co. Ltd. 2 Telco Construction Equipment Company Ltd. 3 HV Axles Ltd. 4 HV Transmissions Ltd. 5 TAL Manufacturing Solutions Ltd. 6 Sheba Properties Ltd. 7 Concorde Motors (India) Ltd. 8 Tata Motors Insurance Services Ltd. 9 Tata Motors European Technical Centre Plc. 10 Tata Technologies Ltd. 11 Tata Motors Finance Ltd. (formerly known as TML Financial Services Ltd) 12 Tata Marcopolo Motors Ltd. 13 Tata Motors (Thailand) Ltd. 14 TML Holdings Pte Ltd, Singapore (w.e.f. February 4, 2008) 15 TML Distribution Company Ltd.(w.e.f.March 28, 2008)# 16 Tata Motors (SA) (Proprietary) Ltd. (w.e.f. December 5, 2007) Indirect Subsidiaries 17 INCAT (Thailand), Ltd. 18 Tata Technologies Pte. Ltd. Singapore 19 INCAT International PLC. 20 INCAT Ltd. 21 INCAT SAS. South Korea India India India India India India India UK India India India Thailand Singapore India South Africa Thailand Singapore UK UK France 100 60 85 85 100 100 100 100 100 81.71 100 51 70 100 100 60 81.71 81.71 81.71 81.71 81.71 100 60 100 100 100 100 100 100 100 84.76 100 51 70 84.76 84.76 84.76 84.76 84.76 1

105

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Basis of Consolidation and Signicant Accounting Policies (contd.)

% of holding either directly or through Country of subsidiaries as at March 31, Sr. No. Name of the Subsidiary Company incorporation 2008 2007 Indirect Subsidiaries (contd.) 22 INCAT GmbH. Germany 81.71 84.76 23 Cedis Mechanical Engineering GmbH. (merged with INCAT GmbH w.e.f April 1, 2007) Germany 84.76 24 INCAT Holdings B.V. Netherlands 81.71 84.76 25 Lemmerpoort B.V. (formerly known as INCAT engineering Solutions B V)* Netherlands 81.71 84.76 26 INCAT K.K. Japan 81.71 84.76 27 Tata Technologies iKS Inc.(formerly known as iKnowledge Solutions Inc.) USA 81.71 84.76 28 CADPO Asia Pte. Ltd. (liquidated on November 7, 2007) Singapore 84.76 29 Granted Revenue Sdn Bhd (formerly known as Tata Technologies Sdn Bhd, Malaysia) (upto November 25, 2007) Malaysia 84.76 30 INCAT Systems Inc. USA 81.85 84.88 31 Integrated Systems Technologies de Mexico, S.A. de C.V. Mexico 81.85 84.88 32 INCAT Solutions of Canada Inc. Canada 81.85 84.88 33 Tata Technologies Investments Pte.Ltd, Singapore (liquidated on August 17, 2007) Singapore 46.62 34 TML Holdings Ltd, UK (w.e.f Feburary 6, 2008) UK 100 # Pending allotment + Subscription awaited * Company is under liquidation and hence the control doesnt exist with the holding company now. Consequently, has not been consolidated. d) The following Joint Venture company is considered in the consolidated nancial statements: % of holding Country of as at March 31, Name of the Subsidiary Company incorporation 2008 2007 Fiat India Automobiles Private Limited (w.e.f December 28, 2007) India 49.48 2. Signicant Accounting Policies: a) Revenue Recognition The Company recognises revenue on the sale of products when the products are delivered to the dealer / customer or when delivered to the carrier for exports sales, which is when risks and rewards of ownership pass to the dealer / customer. Sales are net of discount and inclusive of income from services, excise duty, transfer of technology relating to automotive products, export and other incentives and exchange uctuations on export receivables. Revenue from software consultancy on time and materials contracts is recognised based on certication of time sheet and billed to clients as per the terms of specic contracts. On xed price contracts, revenue is recognised based on milestone achieved as specied in the contracts on the proportionate completion method on the basis of the work completed. Revenue from rendering annual maintenance services is recognised proportionately over the period in which services are rendered. Revenue from the SAP end user licenses is recognised on transfer of user licenses. Revenue from xed price construction contracts is recognised on the percentage of completion method, measured by reference to the quantum of work carried out. Revenue in respect of contracts in progress at the year-end is recognised at cost plus attributable prots, where applicable, and included under Sale of Products and Services , in the Prot and Loss Account. Provision for foreseeable loss on contracts in progress is made fully. b) Depreciation i) Depreciation is provided on straight line method basis (SLM) over the estimated useful lives of the assets except for assets acquired before April 1, 1975, which are depreciated on a written down value basis. Estimated useful lives of assets are as follows: Type of Asset Estimated useful life (years) Factory Building 20 to 40 Plant and Equipment 9 to 20 Computers 3 to 6 Vehicles 3 to 10 Furniture and xtures 3 to 20 Technical know-how 2 to 10 Capital assets, the ownership of which does not vest with the Company, other than leased assets, are depreciated over the estimated period of their utility or ve years, whichever is less. Software in excess of Rs. 25,000 is amortised over a period of thirty six months to sixty months or on the basis of estimated useful life whichever is lower.

106

Basis of Consolidation and Signicant Accounting Policies (contd.)

b) Depreciation (contd.) ii) Assets given on lease as on March 31, 2000 acquired upon merger with Tata Finance Limited are depreciated at rates specied in Schedule XIV to the Companies Act, 1956. The differences between the depreciation charge as computed using the Internal Rate of Return (IRR) implicit in the lease, to ensure capital recovery over the primary lease period, and the charge as disclosed for the year, is reected in the lease equalisation account. iii) In respect of assets whose useful life has been revised, the unamortised depreciable amount has been charged over the revised remaining useful life. c) Fixed Assets i) Fixed Assets are stated at cost of acquisition or construction less accumulated depreciation / amortisation. All costs relating to the acquisition and installation of Fixed Assets are capitalised and include nancing costs relating to borrowed funds attributable to construction or acquisition of qualifying Fixed Assets, upto the date the asset / plant is ready for intended use. Consequent to the notication of the Companies (Accounting Standards) Rules, 2006, with effect from April1, 2007, the foreign exchange differences in respect of liabilities for the acquisition of imported assets are required to be recognised in the prot and loss account against the earlier requirement of adjusting these to the carrying cost of such xed assets. As a result, the prot after tax for the year ended March 31, 2008 is higher by Rs. 28.21 crores. ii) The product development cost incurred on new vehicle platform, engines, transmission and new products are recognised as intangible assets [included in the xed assets] and are amortised over a period of 36 months to 120 months or on the basis of actual production to planned production volume over such period after commencement of the commercial production of the underlying product. During the year, the Company has changed the amortisation period having regard to the nature of the new vehicle platform / products under development and accordingly the new vehicle platforms and products will be amortised over a period of 36 months to 120 months against the current policy of amortisation of 36 months to 60 months. The effect of the change as aforesaid, is not material. iii) Software not exceeding Rs. 25,000 and product development costs relating to minor product enhancement, facelifts and upgrades are charged off to Prot and Loss Account as and when incurred. Leases Assets acquired under nance leases are recognised at the lower of the fair value of the leased assets at inception and the present value of minimum lease payments. Lease payments are apportioned between the nance charge and the outstanding liability. The nance charge is allocated to periods during the lease term at a constant periodic rate of interest on the remaining balance of the liability. Assets given under nance leases except for those stated in (b)(ii) above, are recognised as receivables at an amount equal to the net investment in the lease and the nance income is based on a constant rate of return on the outstanding net investment. Transactions in Foreign Currencies Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction. Foreign currency monetary assets and liabilities are translated at year end exchange rates. Exchange differences arising on settlement of transactions and translation of monetary items are recognised as income or expense in the year in which they arise except for exchange loss which is treated as borrowing cost as per the Standard as explained in c (i) above . Premium or discount on forward contracts is amortised over the life of such contract and is recognised as income or expense. Foreign currency options are stated at fair value as at year end. On consolidation, the assets, liabilities and goodwill or capital reserve arising on the acquisition, of the Groups overseas operations are translated at exchange rates prevailing on the balance sheet date. Income and expenditure items are translated at the average exchange rates for the year. Exchange differences arising are recognised in the Groups Translation Reserve classied under Reserves and Surplus. Product Warranty Expenses The estimated liability for product warranties is recorded when products are sold. These estimates are established using historical information on the nature, frequency and average cost of warranty claims and management estimates regarding possible future incidence based on corrective actions on product failures. Income on Vehicle Loan / Hire-Purchase Income / Finance Income from Lease Interest income from hire purchase and loan contracts and nance income in respect of vehicles and income from plant given on lease, are accounted for by using the Internal Rate of Return method. Consequently, a constant rate of return on the net outstanding amount is accrued over the period of contract. The Company provides an allowance for hire purchase and loan receivables that are in arrears for more than 11 months, to the extent of an amount equivalent to the outstanding principal and amounts due but unpaid. In respect of loan contracts that are in arrears for more than 6 months but not more than 11 months, allowance is provided to the extent of 10% of the outstanding and amount due but unpaid. Sale of Vehicle Loans The Company sells Vehicle Loans to Special Purpose Entities (SPE) in securitization transactions. Recourse is in the form of the Companys investment in subordinated securities issued by these special purpose entities, cash collateral and bank guarantees. The loans are derecognized in the balance sheet when they are sold and consideration has been received by the Company. Sales and transfers that do not meet the criteria for surrender of control are accounted for as secured borrowings.

d)

e)

f )

g)

h)

107

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Basis of Consolidation and Signicant Accounting Policies (contd.)

h) Sale of Vehicle Loans (contd.) Gains or losses from the sale of loans are recognized in the period the sale occurs based on the relative fair value of the portion sold and the portion allocated to retained interests, except for subsidiaries which are governed by prudential norms for income recognition issued by the Reserve Bank of India for Non Banking Financial Companies (NBFC), where gains or losses on sale are accounted for as per these norms. i) Inventories Inventories are valued at lower of cost and net realisable value. Cost is ascertained on a moving weighted average / monthly moving weighted average basis. Cost of Work-in-progress and nished goods are determined on full absorption cost basis. j) Employee Benets i) Gratuity / Pension The Company and some of its subsidiaries have an obligation towards gratuity, a dened benet retirement plan covering eligible employees. The plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days salary payable for each completed year of service. Vesting occurs upon completion of ve years of service. The Company and the said subsidiaries make annual contributions to gratuity funds established as trusts. Some subsidiaries have obtained insurance policies with the Life Insurance Corporation of India. The Company and some of its subsidiaries account for the liability for gratuity benets payable in future based on an independent actuarial valuation. Tata Daewoo Commercial Vehicle Company Limited, TDCV a subsidiary company incorporated in Korea has an obligation towards severance indemnity, a dened benet retirement plan, covering eligible employees. The plan provides for a lump sum payment to all employees with more than one year of employment equivalent to 30 days salary payable for each completed year of service. ii) Superannuation The Company and some of its subsidiaries have two superannuation plans, a dened benet plan and a dened contribution plan. An eligible employee on April 1, 1996 could elect to be a member of either plan. Employees who are members of the dened benet superannuation plan are entitled to benets depending on the years of service and salary drawn. The monthly pension benets after retirement range from 0.75% to 2% of the annual basic salary for each year of service. The Company and the said subsidiaries account for superannuation benets payable in future under the plan based on an independent actuarial valuation. With effect from April 1, 2003, this plan was amended and benets earned by covered employees have been protected as at March 31, 2003. Employees covered by this plan are prospectively entitled to benets computed on a basis that ensures that the annual cost of providing the pension benets would not exceed 15% of salary. The Company and some of its subsidiaries maintain separate irrevocable trusts for employees covered and entitled to benets. The Company and its subsidiaries contributes up to 15% of the eligible employees salary to the trust every year. Such contributions are recognized as an expense when incurred. The Company and the said subsidiaries have no further obligation beyond this contribution. iii) Bhavishya Kalyan Yojana (BKY) Bhavishya Kalyan Yojana is an unfunded dened benet plan for employees of the Company and some of its subsidiaries. The benets of the plan accrue to an eligible employee at the time of death or permanent disablement, while in service, either as a result of an injury or as certied by the appropriate authority. The monthly payment to dependents of the deceased / disabled employee under the plan equals 50% of the salary drawn at the time of death or accident or a specied amount, whichever is higher. The Company and the said subsidiaries account for the liability for BKY benets payable in future based on an independent actuarial valuation. iv) Post-retirement Medicare Scheme Under this scheme, employees of the Company and some of its subsidiaries get medical benets subject to certain limits of amount, periods after retirement and types of benets, depending on their grade and location at the time of retirement. Employees separated from the Company as part of Early Separation Scheme, on medical grounds or due to permanent disablement are also covered under the scheme. The Company and the said subsidiaries account for the liability for post-retirement medical scheme based on an independent actuarial valuation.

108

Basis of Consolidation and Signicant Accounting Policies (contd.)

v) Provident fund The eligible employees of the Company and its subsidiaries are entitled to receive benets in respect of provident fund, a dened contribution plan, in which both employees and the company / subsidiaries make monthly / annual contributions at a specied percentage of the covered employees salary (currently 12% of employees salary). The contributions, as specied under the law, are made to the provident fund and pension fund set up as irrevocable trust by the Company and its subsidiaries or to respective Regional Provident Fund Commissioner and the Central Provident Fund under the State Pension scheme. The Company and its subsidiaries are generally liable for monthly / annual contributions and any shortfall in the fund assets based on the government specied minimum rates of return or pension and recognises such contributions and shortfall, if any, as an expense in the year incurred. vi) Compensated absences The Company and some of its subsidiaries provides for the encashment of leave or leave with pay subject to certain rules. The employees are entitled to accumulate leave subject to certain limits, for future encashment. The liability is provided based on the number of days of unutilized leave at each balance sheet date on basis of an independent actuarial valuation. k) Investments i. ii. iii. l) Long term investments are stated at cost less other than temporary diminution in value, if any. Investment in associate companies are accounted as per the Equity method, and accordingly, the share of post acquisition reserves of each of the associate companies has been added to / deducted from the cost of investments. Current investments comprising investments in mutual funds are stated at lower of cost and fair value, determined on a portfolio basis.

Taxes on Income Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Income Tax Act, 1961 or applicable foreign tax law in case of foreign subsidiaries. Current tax includes Fringe benet tax. Deferred tax is recognised, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognised if there is virtual certainty that there will be sufcient future taxable income available to realise such losses.

m) Issue expenses / Redemption premium / discount on Foreign Currency Convertible Notes (FCCN) / Convertible Alternative Reference Securities (CARS) Issue expenses and premium payable on redemption of FCCN / CARS as per the terms of issue is provided fully in the year of issue by adjusting against the Securities Premium Account (SPA). Any changes to this premium payable on account of conversion or exchange uctuation is also adjusted in SPA. Discount on redemption of FCCN, if any, will be recognised on redemption.

n)

Borrowing costs Fees towards structuring / arrangements and underwriting and other incidental costs incurred in connection with borrowings are amortised over the period of the loan from the current year. In the past such fees / costs (being immaterial) were charged to prot and loss account.

o)

Business Segments The Groups reportable operating segment consists of Automotive and Others. Automotive segment consists of business of automobile products consisting of all types of commercial and passenger vehicles including nancing of the vehicles sold by the Company. Others primarily include construction equipment, engineering solutions and software operations. Segment revenues, expenses and results include transfer between business segments. Such transfers are undertaken either at competitive market prices charged to unafliated customers for similar goods or at contracted rates. These transfers are eliminated on consolidation.

p)

Miscellaneous Expenditure (to the extent not written off or adjusted) Costs under individual Employee Separation Schemes are amortised over periods between 24 to 84 months depending upon the estimated future benet.

109

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Consolidated Balance Sheet and Prot and Loss Account
14[Item No. 15] As at March 31, 2008 478.59 453.37 35.34 4045.52 750.00 1095.37 1581.34 65.65 40.74 15.04 (Rs. in crores) As at March 31, 2007 409.02 633.38 27.51 3173.34 529.23 638.15 387.15 76.91 69.45 5.00

(A) Notes to Balance Sheet 1. (a) Claims not acknowledged as debts (b) Provision not made for income tax matters in dispute 2. The claims / liabilities in respect of excise duty, sales tax and other matters where the issues were decided in favour of the Company for which department is in further appeal 3. Estimated amount of contracts remaining to be executed on capital account and not provided for 4. Other money for which the Company is contingently liable: (a) In respect of bills discounted and export sales on deferred credit (b) The Company has given guarantees for liability in respect of receivables assigned by way of securitisation (c) Cash Margin / Collateral (d) In respect of retained interest in securitisation transactions (e) In respect of subordinated receivables (f ) Others 5.

6.

Concorde Motors (India) Limited, a subsidiary company acquired certain immovable properties pursuant to a scheme of Arrangement in the year 2004. Stamp duty is payable on conveyance of properties in favour of the company.The stamp duty adjudication order has been passed by District Registrar (DUS) for Bangalore property xing the market value of the immovable property situated at Bangalore as on the date of acquisition at Rs.11.65 crores on which Stamp duty @ 7% amounting to Rs. 0.82 crore has been paid by the company in this year and has been capitalised under Land & Building. The company is in the process of completing similar formalities in respect of the Hyderabad Property that was acquired by the company pursuant to the scheme referred above. It is not possible to quantify the amount of duty payable, and adjustments, as and when effected, will be carried out to the cost of land and building relating the property at Hyderabad. (a) Major components of deferred tax arising on account of timing differences are: As at As at March 31, March 31, 2008 2007 Liabilities: Depreciation (862.78) (735.29) Product development cost and Reserves for Research and Development Expenses (629.89) (333.00) Others (12.46) (11.16) (1505.13) (1079.45) Assets: Unabsorbed depreciation / business loss 1.33 9.25 Employees separation schemes 10.41 14.94 103.17 Employee benets / Expenses allowable on payment basis 114.93 101.21 Provision for doubtful debts 135.50 Premium on redemption of CARS (net of exchange uctuation on premium) 212.65 Others 55.86 33.61 530.68 262.18 Net Deferred Tax Liability (974.45) (817.27) Deferred Tax charge for the year Opening Deferred Tax Liability Net deferred tax asset created on premium on redemptions of CARS Net deferred tax liability created on exchange uctuation on premium on issue of CARS Translation impact on opening balances in respect of foreign subsidiaries Impact of AS-15 opening adjustment in General Reserve in subsidiaries Less:- Closing Deferred Tax Liability Deferred Tax charge for the year (b) Tax expense i) Current Tax (net of credit for minimum alternate tax) ii) Fringe Benet Tax iii) Deferred Tax (c) 2007-2008 817.27 (215.52) 2.87 4.20 (1.72) 607.10 (974.45) (367.35) 2007-2008 472.18 12.01 367.35 851.54 2006-2007 676.79 0.89 (21.58) 656.10 (817.27) (161.17) 2006-2007 712.13 9.91 161.17 883.21

110

Schedules forming part of the Consolidated Balance Sheet and Prot and Loss Account
(Rs. in crores) (A) Notes to Balance Sheet (contd.) 14[Item No. 15] (contd.) As at March 31, 2008 24.75 15.86 8.89 23.06 14.69 8.37 1.69 7.20 As at March 31, 2007 62.33 37.62 24.71 57.66 34.96 22.70 4.67 11.24

7.

(A)

Disclosure in respect of nance leases: (i) Assets given on lease: (a) (i) Total Gross investment in the leases (Schedule 8 (c), page 103) Total Gross investment in the leases for a period: Not later than one year Later than one year and not later than ve years (ii) Present value of the minimum lease payments receivable Present value of the minimum lease payments receivable for a period: Not later than one year Later than one year and not later than ve years

(b) (c) (d)

Unearned nance income The accumulated provision for the uncollectible minimum lease payments receivable A general description of signicant leasing arrangements Finance lease and Hire Purchase agreements: The Group has given own manufactured vehicles and machines and equipment on Hire Purchase / Lease. The contingent lease rentals is based on bank interest rate and depreciation in respect of the assets given on lease. Total of minimum lease payments The total of minimum lease payments for a period : Not later than one year Later than one year and not later than ve years Present value of minimum lease payments Present value of minimum lease payments for a period : Not later than one year Later than one year and not later than ve years

(ii)

Assets taken on lease: 49.34 17.15 32.19 43.82 14.21 29.61 0.41 0.16 0.25 0.38 0.14 0.24

(a) (i)

(ii)

(b)

A general description of the signicant leasing arrangements The Group has taken machines / computers and equipments on lease. The contingent lease rental is based on State Bank Medium Term Lending Rate and the depreciation rate under Income tax Act, 1961 in respect of assets taken on lease. The assets are under renewable secondary lease.

(B)

Disclosure in respect of operating leases: (i) Assets given on lease: (a) Total of minimum lease payments The total of minimum lease payments for a period : Not later than one year Later than one year and not later than ve years (b) A general description of signicant leasing arrangementsThe Company has entered into operating lease arrangements for land and building. Assets taken on lease: (a) Total of minimum lease payments The total of minimum lease payments for a period : Not later than one year Later than one year and not later than ve years (b) Lease payments recognised in the statement of prot and loss for the year (c) A general description of signicant leasing arrangementsThe Company has entered into operating lease arrangements for computers, property and ofce equipments from various vendors. 30.44 6.09 24.35

(ii)

45.85 15.08 30.77 15.35

46.41 14.48 31.93 13.93

111

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Consolidated Balance Sheet and Prot and Loss Account
14 [Item No. 15] (contd.) (A) Notes to Balance Sheet (contd.)
8. Related party disclosures for the year ended March 31, 2008 A) Related Party and their relationship Associates Tata AutoComp Systems Ltd Tata Cummins Ltd Tata Precision Industries Pte. Ltd Tata Engineering Services Ltd (Due to Common Key Management Personnnel) Tata Sons Ltd (Investing Party) Nita Company Ltd Hispano Carrocera, S. A TSR Darashaw Ltd Tata Securities Pvt Ltd (Upto June 25, 2007) Telcon Ecoroad Resurfaces Pvt Ltd Automobile Corporation of Goa Ltd (From May 21, 2007) Key Management Personnel Mr. Ravi Kant Mr. P P Kadle (Upto September 17, 2007) Mr. P M Telang (From May 18, 2007) In Subsidiary Companies Mr. M V S Prasad Mr. P R McGoldrick (Upto April 1, 2007) Mr. W K Harris Mr. Ranveer Sinha Mr. H Hutchinson Mr. M L Bapna Mr. Fernando Oviedo Mr. V N Sharma Mr. D Myers Mr. A K Jha Mr. L James Dr. Clive Hickman Mr. W Zofgen Mr. A P Arya Mr. Marcus Schleer (From July 12, 2007) Mr. Kevin Noe Mr. Anupam Mishra Mr. Ramesh Indhewat (From April 2, 2007) Mr. Yoshihiko Takebe Mr. P C Bandivadekar Mr. T Rajashekharan (Upto August 31, 2007) Mr. Giovanni De Fillipis Mr. Shyam Mani (Upto March 19, 2008) (From October 30, 2007) Mr. Rajeev Kapoor Mr. Jose Peter (Upto January 31, 2008) (Rs. in crores) Joint Venture 0.49 Associates 2230.49 1760.88 135.73 116.53 160.08 72.91 48.39 4.33 3.03 221.32 5.55 6.35 87.87 67.37 20.30 9.42 178.91 119.52 156.02 46.05 Key Management Personnel 26.82 21.07 0.11 0.04 0.29 0.34 2007-2008 1647.09 310.40 273.01 105.81 160.08 56.18 1.70 116.50 46.07 41.48 6.35 126.73 (18.00) (9.37) (5.03) 2007-2008 Total 2230.98 1760.88 136.39 116.53 160.08 99.73 69.46 10.89 3.03 298.00 5.55 6.35 86.77 67.37 27.31 9.42 179.40 119.52 182.46 46.39 2006-2007 1493.56 265.90 104.44 40.00 1.94 1.03 5.55 109.61 (28.80) (8.64) (1.87)

B)

Transactions with the related parties Purchase of goods Sale of goods (inclusive of sales tax) Purchase of xed assets Services received Services rendered Finance given (including loans and equity) Finance taken (including loans and equity) Interest / Dividend paid / (received) (net) Amount Receivable Amount Payable Amount Receivable (in respect of loans)

0.66

6.56

76.68

(1.21) 6.97 0.49 26.15

C)

Disclosure in respect of material transactions with related parties i) Purchase of Goods Tata Cummins Ltd Automobile Corporation of Goa Ltd Tata AutoComp Systems Ltd Tata Cummins Ltd Hispano Carrocera, S. A Tata Sons Ltd Tata Cummins Ltd TSR Darashaw Ltd Telcon Ecoroad Resurfaces Private Ltd Tata AutoComp Systems Ltd Hispano Carrocera, S. A Automobile Corporation of Goa Ltd Telcon Ecoroad Resurfaces Private Ltd Tata Sons Limited Tata Cummins Ltd Tata Sons Limited Hispano Carrocera, S. A

ii) iii) iv) v) vi)

Sale of Goods Purchase of Fixed Assets Services received Services rendered Finance given including Loan and Equity

vii) viii)

Finance taken including Loan and Equity Interest / Dividend paid / (received) Dividend paid Dividend received Dividend received Interest received

112

Schedules forming part of the Consolidated Balance Sheet and Prot and Loss Account
(Rs. in crores)

(A) Notes to Balance Sheet (contd.)

9. Consolidated Segment Information for the year ended March 31, 2008 14 [Item No. 15] (contd.) Total (A) Primary segment Automotive Others Inter-Segment Eliminations a) Revenue External sales and income from other operations 32288.55 3362.93 29882.01 2479.19 Inter segment sales and other income 57.10 340.88 (397.98) 42.13 228.70 (270.83) Total Revenue 32345.65 3703.81 (397.98) 29924.14 2707.89 (270.83) b) Segment Results before interest and tax 3005.83 558.25 (2.21) 3019.25 332.89 (11.51) c) i) Dividend and other income ii) Interest and discounting charges

d) Prot before tax Tax expense e) Prot after tax f) Segment assets g) Segment liabilities h) Other information i) Depreciation ii) j) Capital expenditure 30261.08 22425.22 11277.75 7677.79 745.55 653.73 5683.34 2791.92 1749.70 1398.60 880.29 698.70 36.52 34.36 182.49 62.63 (323.92) (295.18) (118.30) (54.18) (11.34) (12.57)

35651.48 32361.20 35651.48 32361.20 3561.87 3340.63 267.48 153.18 (743.06) (405.81) 3086.29 3088.00 (851.54) (883.21) 2234.75 2204.79 31686.86 23528.64 12039.74 8322.31 782.07 688.09 (5854.49) 2841.98 566.16 443.01 2665.83 1174.59 442.74 257.19 6.93 11.93 1.19 6.27 3682.85 1892.99

Segment assets exclude: i) Goodwill (on consolidation ) ii) iii) iv) Investments Advance Tax (net) Miscellaneous expenditure (to the extent not written off or adjusted) Interest accrued on Investments

v)

113

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Consolidated Balance Sheet and Prot and Loss Account
14 [Item No. 15] (contd.) (A) Notes to Balance Sheet (contd.) 9. Consolidated Segment Information for the year ended March 31, 2008 (contd.) Primary segment (contd.) k) Segment liabilities exclude: i) Minority interest ii) iii) iv) v) Loans secured Loans unsecured Deferred tax liability Provision for premium on redepmtion of Foreign Currency Convertible Notes (FCCN) /Convertible Alternative Reference Securities (CARS) Proposed dividend and tax thereon Interest / commitment charges accrued on loans but not due Liability towards Investors Education and Protection Fund under Section 205C of the Companies Act, 1956 not due

(Rs. in crores)

468.31 249.96 6011.87 4462.65 5573.00 2839.25 974.45 817.27 887.84 284.25 668.57 686.49 37.13 26.89 11.28 10.89 14632.45 9377.65

vi) vii) viii)

(B)

Secondary segment Within India Outside India Revenue from external customers 29095.56 6555.92 26633.16 5728.04 Carrying amount of segment assets 27872.19 3814.67 21543.69 1984.95 Capital expenditure 5390.59 463.90 2739.82 102.16

Total 35651.48 32361.20 31686.86 23528.64 5854.49 2841.98

14[Item No. 19] (B) Notes to the Prot and Loss Account: 2007-2008 (1) Interest and Discounting Charges (a) Interest Transferred to Capital Account Interest received on bank and other accounts 763.32 763.32 Less : (i) (ii) 120.80 169.66 290.46 (b) Discounting Charges (net) 472.86 270.20 743.06 300.43 300.43 21.35 59.25 80.60 219.83 185.98 405.81 2006-2007

114

Schedules forming part of the Consolidated Balance Sheet and Prot and Loss Account
(Rs. in crores) 14[Item No. 19] (B) Notes to the Prot and Loss Account: (contd.) (2) (a) Dened benet plans / Long term compensated absences - As per actuarial valuations as on March 31, 2008
Particulars i Components of employer expense Gratuity, Superannuation and BKY/PSY 2008 2007 Compensated absences 2008 2007 Post-retirement Medicare scheme 2008 2007

Current Service cost 26.75 20.06 15.22 12.83 2.93 2.69 Interest cost 40.55 32.14 11.22 7.17 5.03 3.22 Expected return on plan assets (36.09) (29.66) Past Service cost (0.25) Actuarial Losses 52.77 68.40 18.34 36.77 5.74 16.89 83.98 90.94 44.78 56.52 13.70 22.80 Total expense recognised in the Statement of Prot & Loss Account in 4 (b) & (c) 4 (a) 4 (c) Schedule B, Page 98 under item : ii Actual Contribution and Benet Payments for year ended March 31, Actual benet payments 68.43 69.02 28.77 20.47 4.65 3.34 Actual Contributions 104.37 109.51 28.77 20.47 4.65 3.34 iii Net liability recognised in balance sheet as at March 31, Present value of Dened Benet Obligation 558.32 513.74 162.41 146.40 70.53 61.48 Fair value of plan assets 497.46 433.21 Net liability recognised in balance sheet (60.86) (80.53) (162.41) (146.40) (70.53) (61.48) iv Change in Dened Benet Obligations (DBO) during the year ended March 31, Present Value of DBO at beginning of year 513.74 451.08 146.40 110.35 61.48 42.02 Liability on Acquisition 0.73 Current Service cost 26.75 20.06 15.22 12.83 2.93 2.69 Interest cost 40.55 32.14 11.22 7.17 5.03 3.22 Plan amendments (0.72) Actuarial losses 44.98 79.48 18.34 37.24 5.74 16.89 Benets paid (68.43) (69.02) (28.77) (20.47) (4.65) (3.34) Present Value of DBO at the end of year 558.32 513.74 162.41 146.40 70.53 61.48 v Change in Fair Value of Assets during the year ended March 31, Plan assets at beginning of year 433.21 351.98 N/A N/A N/A N/A Actual return on plan assets 28.31 40.74 N/A N/A N/A N/A Actual Company contributions 104.37 109.51 28.77 20.47 4.65 3.34 Benets paid (68.43) (69.02) (28.77) (20.47) (4.65) (3.34) Plan assets at the end of year 497.46 433.21 vi Actuarial Assumptions Discount Rate % 7.75-8.50 8.00-8.50 8.50 8.50 8.50 8.50 Expected Return on plan assets % 8.00 8.00 N/A N/A N/A N/A Medical cost ination % N/A N/A N/A N/A 4.00 4.00 vii The major categories of plan assets as percentage to total plan assets Debt securities 69% 64% N/A N/A N/A N/A Balances with banks 31% 36% N/A N/A N/A N/A viii Effect of one percentage point change in assumed Medical ination rate One percentage point increase One percentage point decrease in Medical ination rate in Medical ination rate 2008 2007 2008 2007 Revised DBO as at March 31 72.10 67.78 64.68 56.00 Revised service cost for the year 3.12 2.97 2.35 2.47 Revised interest cost for the year 5.54 3.55 4.54 2.93 a) Dened Contribution PlansThe Companys contribution to dened contribution plan aggregated Rs.147.95 crores (2006-07 Rs. 134.62 crores) for the year ended March 31, 2008 has been recognised in the statement of Prot and Loss Account under item 4 (b) in Schedule B on page 98. b) The expected rate of return on plan assets is based on market expectation, at the beginning of the year, for returns over the entire life of the related obligation. c) The assumption of future salary increases, considered in actuarial valuation, take account of ination, seniority, promotion and other relevant factors, such as supply and demand in the employment market. d) Effective April 1, 2006, the Company adopted the revised accounting standard on employee benets. Pursuant to the adoption following amounts have been adjusted to general reserve for difference as per revised AS15 : Gross 5.05 5.05 2007-2008 Tax (1.72) (1.72) Net 3.33 3.33 Gross 4.01 (7.07) (24.90) 44.99 17.03 2006-2007 Tax (1.35) 2.38 8.39 (15.15) (5.73) Net 2.66 (4.69) (16.51) 29.84 11.30

Gratuity Superannuation BKY Ex Gratia on retirement

115

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Consolidated Balance Sheet and Prot and Loss Account
14 [Item No. 19] (contd.) (B) 2008 i Components of employer expense Current Service cost Interest cost Actuarial losses Total expense recognised in the Statement of Prot & Loss Account ii in Schedule B, Page 98 under item 4 (b) Actual Contribution and Benet Payments for year ended March 31, Actual benet payments Actual contributions iii Net liability recognised in Balance Sheet as at March 31, Present value of Dened Benet Obligation Fair value of plan assets Net liability recognised in Balance Sheet iv Change in Dened Benet Obligations during the year ended March 31, Present Value of DBO at the beginning of the year Current Service cost Interest cost Actuarial losses Benets paid Exchange uctuation Present Value of DBO at the end of the year v Change in Fair Value of Assets during the year ended March 31, Plan assets at the beginning of the year Acquisition Adjustment Actual return on plan assets Actual Company Contributions Benets paid Plan assets at the end of the year vi Actuarial Assumptions Discount Rate Expected return on plan assets Medical cost ination 5.38% N/A N/A 5.00% N/A N/A N/A N/A N/A 7.87 (7.87) N/A N/A N/A 9.43 (9.43) 149.63 18.90 6.87 7.22 (7.87) (18.25) 156.50 113.73 15.88 6.25 23.51 (9.43) (0.31) 149.63 156.50 - (156.50) 149.63 (149.63) 7.87 7.87 9.43 9.43 33.46 45.64 18.90 6.87 7.69 15.88 6.25 23.51 Notes to the Prot and Loss account: (contd.) (2) (b) Details of Severance Indemnity plan applicable to Tata Daewoo Commercial Vehicle Co. Ltd., Korea as on March 31, 2008 (Rs. in crores) 2007

116

Schedules forming part of the Consolidated Balance Sheet and Prot and Loss Account
(Rs. in crores) 14[Item No. 19] (B) Notes to the Prot and Loss Account : (contd.) 2007-2008 (3) Earnings Per Share: (a) Prot for the year (b) The weighted average number of Ordinary Shares for Basic EPS (c) The nominal value per Ordinary Share (d) Earnings Per Share (Basic) (e) Prot for the year for Basic EPS Add: Interest payable on outstanding Foreign Currency Convertible Notes (f ) Prot for the year for Diluted EPS (g) The weighted average number of Ordinary Shares for Basic EPS Add: Adjustment for Options relating to warrants, Foreign Currency Convertible Notes and Convertible Alternative Reference Securities (h) The weighted average number of Ordinary Share for Diluted EPS (j) Earnings Per Share (Diluted) Rs. crores Nos. Rupees Rupees Rs. crores Rs. crores Rs. crores Nos. 2167.70 38,54,38,663 10 56.24 2167.70 9.16 2176.86 38,54,38,663 2006-2007 2169.99 38,45,44,205 10 56.43 2169.99 9.94 2179.93 38,45,44,205

Nos. Nos. Rupees

3,67,14,160 42,21,52,823 51.57 2007-2008

2,26,22,790 40,71,66,995 53.54 2006-2007

(4)

Other provisions include: (a) Product warranty: Opening Balance Add: Provision for the year (net) (including additional provision for earlier years) Less: Payments / debits (net of recoveries from suppliers) Closing Balance The provision is expected to be utilised for settlement of warranty claims within a period of 2 to 3 years. (b) Premium on redemption of Foreign Currency Convertible Notes (FCCN) and Convertible Alternative Reference Securities (CARS): Opening Balance Add: Provision for premium on redemption of CARS Less: Foreign currency exchange difference Less: Reversal due to conversion of FCCN Closing Balance

215.86 310.57 (261.46) 264.97

178.25 241.33 (203.72) 215.86

284.25 634.07 (30.48) 887.84

298.20 (7.00) (6.95) 284.25

(5)

The additional disclosure as required by AS 7 (Revised) on Construction Contracts are as follows: (a) Advance received is Rs. 12.71 crores (as at March 31, 2007 Rs. 2.49 crores) (b) Retention money is Rs. 11.59 crores (as at March 31, 2007 Rs. 5.53 crores) (c) Contract revenue recognised during the year is Rs. 104.00 crores (2006-07 Rs. 59.90 crores) (d) Aggregate amount of costs incurred and recognised prots (less recognised losses) Rs. 108.05 crores ( as at March 31, 2007 Rs. 64.60 crores)

The share of prot / (loss) in respect of investments in associate companies include the gures which are considered as per the unaudited nancial statements / prot and loss account for the year ended March 31, 2008, as per the details given below : Share in Post acquisition Reserves Prot / (Loss) and Prot and for the year Loss account upto ended March 31, 2008 March 31, 2008 Name of the Associate (Rs. in crores) Tata AutoComp Systems Ltd (1.33) (1.06) TSR Darashaw Ltd 2.12 1.01 Hispano Carrocera, S. A. (2.34)* * Tata Precision Industries Pte. Ltd (3.11)* * (4.66) (0.05) *The share of loss restricted to carrying cost of investment.

(6)

117

MOTORS
Sixty-third annual report 2007-08
Tata Motors Limited

Schedules forming part of the Consolidated Balance Sheet and Prot and Loss Account
14 [Item No. 21] (contd.) (C) Other notes: (7) Pursuant to the joint venture agreement entered into with Fiat Group Automobiles S.p.A., Italy and Fiat India Automobiles Private Limited (FIAPL) for establishment of joint venture to manufacture passenger cars, engines and transmissions at Ranjangaon in India, the Company invested Rs. 442.09 crores on December 28, 2007 representing 49% of the equity shareholding in FIAPL. Subsequently in March 2008, the Company has subscribed to 50% of the additional equity shares, issued by FIAPL, for Rs. 159.50 crores, thereby increasing its equity shareholding in FIAPL to 49.48% as at March 31, 2008. The proportionate share of assets and liabilities as at March 31, 2008 and income and expenditure for the period from December 28, 2007 to March 31, 2008 of the above joint venture company based on unaudited nancial statements are given below: As at March 31, 2008 INCOME (43.97) Sale of products and services Less : Excise duty Miscellaneous income (Rs. in crores) 2007-2008 14.85 (2.19) 1.48 14.14 ASSETS EXPENDITURE Net Block (including CWIP) 785.65 Exchange difference (net) Investments (Rs.49.48) Manufacturing and other expenses Current Assets 136.09 Expenditure transferred to capital and other accounts 921.74 Depreciation Interest LIABILITIES Tax expenses Unsecured Loans 67.94 Current Liabilities 444.94 Provisions 1.60 514.48 15.93 44.66 (4.34) 5.08 0.40 (3.62)

RESERVES AND SURPLUS Reserves and Surplus

58.11

7.82 Claims not acknowledged as debts Capital Commitments 924.84 (8) The Company has entered into a denitive agreement with the Ford Motor Company for the purchase of Jaguar Land Rover, comprising brands, Plants and Intellectual Property Rights. The acquisition will be made through TML Holdings Ltd (UK), a wholly owned subsidiary company, for a consideration of approximately US $2.3 billion (approximately Rs. 9228.75 crores as of March 31, 2008). The transfer of ownership to Tata Motors is expected to close in the near future, subject to applicable regulatory approvals. The Company has arranged for a nancing facility of US $3 billion (approximately Rs. 12037.50 crores) with a consortium of banks for this acquisition. (9) Telco Construction Equipment Company Limited, a subsidiary company has entered into an agreement with the shareholders of Serviplem S.A. and Comoplesa Lebrero S.A. for acquiring equity shareholding of 79% and 60% in the respective companies for Euro 3,91,50,000 (approximately Rs. 246.81 crores). The subsidiary has successfully completed the acquisitions subsequent to the Balance Sheet date. (10) The Companys Joint Venture, Fiat India Automobiles Pvt Ltd (FIAPL) held 52.63% of the issued share capital of Fiat India Pvt Ltd (FIPL) during the year ended March 31, 2008. FIPL has not been consolidated as a subsidiary of FIAPL as per AS-21, as the management intended to dispose off this investments and it has been disposed off as at March 31, 2008. (11) Previous year gures have been re-grouped where necessary. (12) Current year gures are shown in bold prints.

118

Statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies
(Rs. in crores) Financial year of the subsidiary ended on Number and face value Extent of holding (%) Shares of the subsidiary held by the company directly or through its subsidiary companies on March 31, 2008 Net aggregate amount of prot / (loss) of the subsidiary for the nancial year of the subsidiary so far as they concern members of the Company: Net aggregate amount of prots / (losses) for previous nancial years of the subsidiary, since it became a subsidiary so far as they concern members of the Company:

Sr. No.

Name of the subsidiary company

1 60.00 81.71 85.00 85.00 100.00 100.00 100.00 100.00 100.00 100.00 51.00 70.00 81.71 81.71 81.71 14.00 14.00 6.06 17.16 39.90 26.33 12.02 (0.04) 5.33 12.80 16.22 44.77 (1.95) (8.38) 6.22 (0.63) (0.63) 30.00 # 164.18

Tata Daewoo Commercial Vehicle Co. Limited

100.00

dealt with in the accounts of the Company for the year ended March 31, 2008 12.13 not dealt with in the accounts of the Company for the year ended March 31, 2008 140.98 dealt with in the accounts of the Company for the year ended March 31, 2008 13.11 58.53 # 24.86 58.50 52.00 5.91 11.71

not dealt with in the accounts of the Company for the year ended March 31, 2008 84.35 134.95 19.98 93.47 60.81 (10.97) 0.66 19.64 (0.08) 27.04 10.23 (0.22) 1.40 (1.56) 3.32

Telco Construction Equipment Company Limited

Tata Technologies Limited

HV Axles Limited

HV Transmissions Limited

TAL Manufacturing Solutions Limited

Tata Motors Insurance Services Limited

Concorde Motors (India) Limited

Tata Motors European Technical Centre Plc.

10 Sheba Properties Limited

11 Tata Motors Finance Limited (formerly known as TML Financial Services Limited) 12 Tata Marcopolo Motors Limited

13 Tata Motors (Thailand) Limited

14 Tata Motors (SA) (Proprietary Limited**

March 31, 2008 30,16,060 ordinary shares of KRW 5,000 each fully paid up March 31, 2008 6,00,00,000 ordinary shares of Rs.10/- each fully paid up March 31, 2008 3,03,00,600 ordinary shares of Rs. 10/- each fully paid up March 31, 2008 3,82,50,000 ordinary shares of Rs.10/- each fully paid up March 31, 2008 3,40,00,000 ordinary shares of Rs.10/- each fully paid up March 31, 2008 6,50,00,000 ordinary shares of Rs. 10/- each fully paid up March 31, 2008 5,00,000 ordinary shares of Rs. 10/- each fully paid up March 31, 2008 24,48,120 ordinary shares of Rs. 10/- each fully paid up March 31, 2008 5,00,000 ordinary shares of GBP 1 each fully paid up March 31, 2008 75,00,000 ordinary shares of Rs.100/- each fully paid up March 31, 2008 75,00,00,000 ordinary shares of Rs. 10/- each fully paid up March 31, 2008 3,06,00,000 ordinary shares of Rs. 10/- each fully paid up March 31, 2008 35,07,000 ordinary shares of THB 100/- each

15 Tata Technologies Pte Limited, Singapore*

16 INCAT (Thailand) Limited (formerly known as Tata Technologies (Thailand) Limited)*

March 31, 2008 8,64,63,759 ordinary shares of SGD 1 each fully paid March 31, 2008 705,341 ordinary shares at 50 Baht each March 31, 2008 2,42,75,000 ordinary shares of Penny 1 each fully paid

17 INCAT International Plc*

119

120

MOTORS

Statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies
(Rs. in crores) Financial year of the subsidiary ended on Number and face value not dealt with in the accounts of the Company for the year ended March 31, 2008 dealt with in the accounts of the Company for the year ended March 31, 2008 (0.31) (1.01) (2.93) 1.19 0.22 (0.95) 8.60 (2.54) (0.86) Extent of holding (%) dealt with in the accounts of the Company for the year ended March 31, 2008 Shares of the subsidiary held by the company directly or through its subsidiary companies on March 31, 2008 Net aggregate amount of prot / (loss) of the subsidiary for the nancial year of the subsidiary so far as they concern members of the Company: Net aggregate amount of prots / (losses) for previous nancial years of the subsidiary, since it became a subsidiary so far as they concern members of the Company: not dealt with in the accounts of the Company for the year ended March 31, 2008 11.70 (2.14) (0.79) 5.38 0.79 0.22 (0.94) 0.45 (0.93) 1.27

Tata Motors Limited

Sr. No.

Name of the subsidiary company

18 INCAT Systems Inc.* March 31, 2008 31,400 shares of no par value March 31, 2008 300 shares of Yen 100,000 each March 31, 2008 10,000 ordinary shares of GBP 1 each fully paid March 31, 2008 1,640 ordinary shares of Euro 1 each March 31, 2008 70,000 shares of Euro 1 each March 31, 2008 40 ordinary shares of Euro 453.775 each fully paid March 31, 2008 N/A March 31, 2008 1 share of no par value March 31, 2008 18,000 ordinary shares of Euro 1 each fully paid 81.85 81.71 81.85 81.71 81.71 81.71 81.71 81.71 81.71

March 31, 2008 10,42,900 shares of class B common stock with no par value

81.85

19 Tata Technologies iKS Inc.(formerly known as iKnowledge Solutions Inc.)*

Sixty-third annual report 2007-08

20 INCAT KK*

21 INCAT Limited*

22 INCAT GmbH*

23 INCAT SAS*

24 INCAT Holdings BV*

25 Integrated Systems Technologies de Mexico, S.A. de C.V. *

26 INCAT Solutions of Canada Inc.*

27 Lemmerpoort BV (formerly known as INCAT Engineering Solution BV) *@

* @ # **

By virtue of Section 4 (1) (c) of the Companies Act, 1956, these are subsidiaries of the Company. The Company is under Liquidation. Includes dividend received by Sheba Properties Limited, 100% subsidiary of the Company. The rst nancial year of the subsidiary will be March 31, 2009 hence no details given.
For and on behalf of the Board RAVI KANT Managing Director P M TElanG Executive Director C RamakrIsHnan Chief Financial Ofcer H K SETHNA Company Secretary Mumbai, May 28, 2008 RATAN N TATA Chairman N A SOOnaWala J J IRANI V R MEHTA R GOPALAKRISHNAN N N WADIA S M PALIA R A MasHElkar Directors

MOTORS
Registered Ofce: Bombay House 24 Homi Mody Street Mumbai - 400 001.

Attendance Slip
Members Attending the Meeting in person or by Proxy are requested to complete the attendance slip and hand it over at the entrance of the meeting hall. I hereby record my presence at the SIXTY-THIRD ANNUAL GENERAL MEETING of the Company at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai-400 020 at 3.00 p.m on Thursday, July 24, 2008.

........................................................................................................... .............................................................................................................. Full name of the Member (in block letters) Signature Folio No.: .......................................................... DP ID No.* ............................................................ Client ID No.* .................................................................. *Applicable for member holding shares in electronic form

........................................................................................................... ............................................................................................................. Full name of the proxy (in block letters) Signature NOTES : 1. Member/Proxyholder wishing to attend the meeting must bring the Attendance Slip to the meeting. 2. Member/ Proxyholder desiring to attend the meeting should bring his copy of the Annual Report for reference at the meeting.

"

MOTORS
Registered Ofce: Bombay House 24 Homi Mody Street Mumbai - 400 001.

Proxy
I/We ..................................................................................................................................................................................................................................................... of ....................................................................................................... in the district of ...................................................................................................... being a Member/ Members of the above named Company, hereby appoint .................................................................................................................... .................................................................... of ............................................................. in the district of .....................................................................or failing him .................................................................................... of ................................................................... in the district of ....................................................... .................................................................. as my/our Proxy to attend and vote for me/us and on my/our behalf at the Sixty-third Annual General Meeting of the Company, to be held on Thursday, July 24, 2008 or at any adjournment thereof. Signed this .................................................. day of ...................................................... 2008 Folio No.: ................................................ DP ID No.* .............................................. Client ID No.* ................................................. * Applicable for members holding shares in electronic form No. of Shares Signature Afx Revenue Stamp

This form is to be used

** in Favour of the resolution. Unless otherwise instructed, the Proxy will act as he thinks t. ** against

**Strike out whichever is not desired. NOTES : (i) The Proxy must be returned so as to reach the Registered Ofce of the Company, Bombay House 24 Homi Mody Street Mumbai 400 001, not less than FORTY-EIGHT HOURS before the time for holding the aforesaid meeting.

(ii) Those members who have multiple folio with different jointholders may use copies of this Attendance Slip/Proxy.