The Directors present their Sixty-Sixth Annual Report and the Audited
 Statement of Accounts for the year ended March 31, 2011.
 
 FINANCIAL PERFORMANCE SUMMARY
 
                                                    (Rs. in crores)
 
                                 Company          Tata Motors Group
                             (Standalone)          (Consolidated)
 
                          2010-11     2009-10   2010-11      2009-10
 
 A FINANCIAL RESULTS
 
 (i) Gross Revenue       52,135.97   38,364.10  1,27,419.62 95,567.42
 
 (ii) Net Revenue 
 (excluding excise duty) 48,040.46   35,593.05  1,23,133.30 92,519.25
 
 (iii) Total Expenditure 43,269.15   31,414.77  1,05,353.33 83,905.09
 
 (iv) Operating Profit   4,771.31    4,178.28    17,779.97  8,614.16
 
 (v) Other Income           183.26    1,853.45        89.61  1,793.12
 
 (vi) Profit before 
 Interest, Depreciation, 
 Amortization, Exceptional
 item &                   4,954.57    6,031.73    17,869.58 10,407.28
 Ta x
 
 (vii) Interest and 
 Discounting Charges (net)1,143.99    1,103.84     2,045.42  2,239.71
 
 (viii) Cash Profit       3,810.58    4,927.89    15,824.16  8,167.57
 
 (ix) Depreciation, 
 Amortization & Product 
 Development Expenses     1,466.94    1,177.90     5,618.00  4,385.33
 
 (x) Profit for the year 
 before Exceptional 
 items & Tax              2,343.64    3,749.99    10,206.16  3,782.24
 
 (xi) Exceptional items - 
 Loss/(Gain)                147.12      920.45      (231.01)   259.60
 
 (xii) Profit Before Tax 2,196.52    2,829.54    10,437.17  3,522.64
 
 (xiii) Tax Expense         384.70      589.46     1,216.38  1,005.75
 
 (xiv) Profit After Tax   1,811.82    2,240.08     9,220.79  2,516.89
 
 (xv) Share of Minority 
 Interest and Share of 
 Profit in respect of
 invest                        -          -           52.83    54.17
 ments in associate companies
 
 (xvi) Profit for the 
 year                     1,811.82    2,240.08     9,273.62 2,571.06
 
 (xvii) Balance Brought 
 Forward from Previous 
 Year – Profit/(Loss)     1,934.13    1,685.99   (1,017.85)(1,553.66)
 
 (xviii) Amount Available 
 for Appropriations       3,745.95    3,926.07    8,255.77  1,017.40
 
 B APPROPRIATIONS
 
 (a) Debenture Redemption 
 Reserve                      -         500.00      -         500.00
 
 (b) General Reserve        200.00      500.00      228.78    520.32
 
 (c) Other Reserves           -           -          84.20     13.08
 
 (d) Dividend 
 (including tax)          1,467.03      991.94    1,481.30  1,001.85
 
 (e) Balance carried to 
 Balance Sheet            2,078.92     1,934.13   6,461.49 (1,017.85)
 
 DIVIDEND
 
 Considering the Companys financial performance, the Directors have
 recommended a dividend of Rs.20/- per share on the increased capital of
 53,83,22,483 Ordinary Shares of Rs.10/- each (previous year: Rs.15/- per
 share) and Rs.20.50 per share on 9,63,86,471 A Ordinary Shares of Rs.10/-
 each (previous year: Rs.15.50 per share) fully paid-up and any further
 Ordinary Shares and/or A Ordinary Shares that may be allotted by the
 Company prior to July 21, 2011 (being the book closure date for the
 purpose of the said dividend entitlement) for 2010-11 and will be paid
 on or after August 16, 2011. The said dividend, if approved by the
 Members, would involve a cash outfl ow of Rs.1,467.03 crores (previous
 year: Rs.991.94 crores) resulting in a payout of 81% (previous year: 44%)
 of the standalone Profits of the Company.
 
 OPERATING RESULTS AND PROFITS
 
 After a good year 2009-10 during which economies across the world
 showed signs of recovery, the economic conditions globally continued to
 be strong and positive in 2010-11, resulting in a strong growth for the
 automotive sector. The Indian economy continued to do well, driven by a
 good performance from the agricultural and the industrial sector with a
 GDP growth of 8.6%. The automotive sector recorded a growth of over 26%
 in India on the back of a robust economy.
 
 Supported by its strong distinct product offerings in both the
 commercial vehicle and passenger vehicle ranges, the Company recorded a
 turnover of Rs.52,136 crores, a growth of 35.9% over the previous year.
 While the Company maintained a strong focus on cost control and market
 pricing, the increase in raw -material cost and fixed marketing
 expenses resulted in a lower EBITDA margin of 9.9% as compared to 11.7%
 in the previous year. The Profit Before Tax and Profit After Tax for
 2010-11 was Rs.2,197 crores and Rs.1,812 crores respectively, as compared
 to Rs.2,830 crores and Rs.2,240 crores in the previous year. It may be
 noted that the previous year Profit included a net positive impact of
 Rs.958 crores, mainly on account of Profit on certain divestments which
 was partly set off by a loss on redemption of preference shares in a
 subsidiary company.
 
 Jaguar Land Rover results for 2010-11 showed a signifi cant improvement
 with increase, both in volumes and revenue, better product mix,
 favourable exchange rates and higher margins. The introduction of the
 new Jaguar XJ, growing momentum of the Range Rover and Range Rover
 Sport and, in particular, the strengthening of the Jaguar Land Rover
 business in China, where it opened a National Sales Company (NSC) in
 mid 2010, were the main drivers. In addition, Jaguar Land Rover
 continued to benefit from cost effi ciencies and effective cash
 management initiatives adopted in response to the challenging operating
 conditions in 2008 and 2009.
 
 As the global markets recovered coupled with a strong focus on product
 and market initiatives, particularly at Jaguar and Land Rover, the Tata
 Motors Group turnover in 2010-11 grew by 33.1% to Rs.1,23,133 crores.
 Tata Motors Group recorded its highest ever Consolidated Profit Before
 Tax of Rs.10,437 crores (Rs.3,523 crores in 2009-10) and the Consolidated
 Profit for the Year of Rs.9,274 crores (Rs.2,571 crores in 2009-10).
 
 VEHICLE SALES AND MARKET SHARES
 
 The overall Tata Motors Group sales at 10,80,994 vehicles crossed the 1
 million mark in 2010-11, higher by 24.2% compared to the previous year.
 Global sales of all commercial vehicles were at 5,12,731 units, while
 global sales of all passenger vehicles were at 5,68,263 units.
 
 The Company recorded sale of 7,78,540 vehicles in 2010-11, a growth of
 22.8% over the previous year in the Indian domestic market representing
 a 24.3% market share in the Indian industry. It exported 58,089
 vehicles from India, a growth of 70.3% over the previous year.
 
 The Company increased its commercial vehicle sales in the Indian market
 to an all time high of 4,58,828 vehicles in 2010-11, representing a
 market share of 61.8%. A strong product portfolio, improved reach and
 penetration in the market and focus on customer oriented initiatives
 including fi nance enablement, ensured a 22.7% growth in commercial
 vehicle sales. Some of the key highlights were:
 
 - The Company crossed the 4 million cumulative vehicle sales mark for
 its commercial vehicles.
 
 - Sale of M&HCVs grew by 26.7% to 1,96,651 vehicles representing a
 market share of 60.1%. The Company continued to focus on customer
 centric initiatives, improved the sales of the Prima, and launched
 product variants to strengthen its product offerings. The Company
 introduced its CNG Hybrid city bus range and showcased it at the
 Commonwealth Games in Delhi.
 
 - Sale of LCVs grew by 19.9% to 2,62,177 vehicles representing a market
 share of 63.2%. The new products launched such as the Ace EX, Super Ace
 and 407 Pickup helped increase the sales. With competition entering the
 small commercial vehicles segment, the market share in the segment was
 lower as against last year.
 
 The Companys sales of passenger vehicles in the Indian market
 (inclusive of Tata, Fiat and Jaguar Land Rover brands) were at its
 highest ever at 3,19,712 vehicles, representing a market share of 13.0%
 in 2010-11. The competition in the passenger car market continued to
 increase with more international Automobile manufacturers entering the
 market with a variety of product offerings. Some of the key highlights
 were:
 
 - The Company crossed the 2 million cumulative vehicle sales mark for
 its passenger vehicles.
 
 - In June 2010, the Sanand plant for the production of the Nano was
 inaugurated. The Company completed delivery on the bookings of the Nano
 and opened sales in various States in a phased manner. Nano sales
 increased to 70,431 vehicles, a growth of 129% from 30,763 vehicles in
 the previous year. The Company focused on increasing the reach and
 penetration for the Nano and also fi nancing enablement for potential
 customer segments. The Nano bagged the gold prize in the Best New
 Product segment under the transportation category at the 2010 Edison
 Award, symbolizing persistence and excellence personifi ed as also the
 worlds oldest and coveted international award for Good Design in
 2010 conferred by the Chicago Athenaeum: Museum of Architecture and
 Design together with the European Centre for Architecture Art Design
 and Urban Studies in the category of transportation.
 
 - The sales in the Small Car segment (comprising the Nano, the Indica
 and the Vista) increased to 1,80,091 vehicles, a growth of 13.9%
 representing a market share of 11.7%.
 
 - The Indigo and the Indigo Manza sales were 87,919 vehicles. The
 Indigo eCS and the Indigo Manza Elan variants launched in the year were
 well received in the market and improved the Companys market share in
 the mid-size segment to 25.8% (after taking Jaguar).
 
 - In the Multi Utility Vehicles (MUV) segment, the Company sold 42,741
 (including Land Rovers) vehicles, a growth of 27.0% mainly boosted by
 sales of the Safari. The Aria - a premium crossover and the Venture - a
 multi-purpose vehicle in this segment launched during the year
 facilitated improvement in market share which stood at 13.2%.
 
 - The Fiat sales were 20,342 vehicles representing a market share of
 0.8% - with sales of the 8,536 Lineas and 11,806 Grande Puntos.
 
 - The Company sold 889 vehicles from the Jaguar Land Rover range in
 India and widened its dealership network. It also began working on the
 local assembly for the Jaguar Land Rover range in Pune which has since
 been operational from May 2011.
 
 - Assisted by a recovery from the economic crisis in its key markets
 and a renewed focus on exports, the Companys International Business
 grew by 70.3%. The Company exported 50,244 commercial vehicles, a
 growth of 80.2% and 7,845 passenger vehicles, a growth of 25.9% as
 compared to the previous year. The Company continues to keenly focus on
 international markets and expects to launch its new product range in
 many of these markets. An assembly plant in South Africa is being set
 up and is expected to start production next year.
 
 Jaguar Land Rover sold 2,43,621 vehicles in 2010-11 registering a
 growth of 25.6% with sales of 52,993 Jaguars - a growth of 11.8% and
 1,90,628 Land Rovers - a growth of 30.06% over the previous year.
 Jaguar Land Rovers major international markets (U.S., U.K., China and
 Germany) continued to do well and boosted sales of the Jaguar Land
 Rover range. The new Jaguar XJ, deliveries of which started in the
 year, contributed signifi cantly to the growth of the Jaguar brand.
 Jaguar Land Rover also displayed the Jaguar C-X75 at the Paris Motor
 Show and launched the all new XKR-S Jaguar at the Geneva Motor Show
 which received rave reviews. The Range Rover - Evoque displayed at
 various auto shows and planned for launch early next year, received
 rave accolades and is expected to translate the brand identity of Range
 Rover so as to include small and very relevant products without
 diminishing its brand value. Jaguar and Land Rover received more than
 80 international awards for its vehicles during 2010, which were shared
 equally between the two iconic brands.
 
 Jaguar Land Rover retail volumes in the U.K. totalled 58,134, a 1.9%
 increase over the previous year whilst the retail volumes in the North
 America totalled 50,280 with Jaguar and Land Rover volumes growing by
 14.8% and 22.9% respectively over the previous year. Retail volumes in
 key growth markets grew signifi cantly with China at 28,893 and Russia
 at 11,689, higher by 69.9% and 32.4% respectively, over the previous
 year. There was moderate growth in Europe of 6.2% resulting in retail
 volumes of 53,711 and across all other markets of 38,198 representing a
 15.7% growth over the previous year. Market Share of Jaguar Land Rover
 in U.K., U.S., Europe, Russia and China were also either maintained or
 marginally improved.
 
 Tata Daewoo Commercial Vehicle (TDCV) sales were stagnant at 8,748
 vehicles as compared to 8,769 vehicles in the previous year.  The fi
 nancial instability of its sole distributor in its domestic market in
 the previous year brought new challenges and opportunities.  TDCV
 started its own sales company to distribute its products in the Korean
 market and also launched the Euro V compliant range of products.
 
 Tata Hispano Motors Carrocera, S.A. sold 505 vehicles as compared to
 248 units in the previous year, increasing its market share to 13% from
 8% in the previous year. It won a prestigious order for supplying
 around 500 buses in the next 3 years to the Avanza Group, one of the
 largest private passenger transportation groups in Spain.
 
 Tata Motors Thailand (TMTL) continued to do well with sales of 6,031
 vehicles against 2,536 vehicles in the previous year. The growth was
 driven by a good response to the Xenon CNG model. TMTL also launched
 the Super Ace in the Thailand market.
 
 CUSTOMER FINANCING INITIATIVES
 
 The vehicle fi nancing activity in India under the brand Tata
 MotorFinance (TMF) of Tata Motors Finance Limited - a wholly owned
 subsidiary company, has shown improvements in disbursements as well as
 net interest margins, driven mainly by the overall economic recovery
 coupled with a strong focus by TMF on controlling costs, improving
 quality of fresh acquisitions and micro-management of collections. TMF
 fi nanced 1,60,781 vehicles during the year as compared to 1,44,806
 vehicles in the previous year. Total disbursements at Rs.7,908 crores
 grew by 18% as against Rs.6,697 crores in the previous year. The
 disbursals for commercial vehicles were Rs.6,041 crores (94,446 units) as
 compared to Rs.5,123 crores (96,593 units) and for passenger cars were
 Rs.1,867 crores (66,335 units) as compared to Rs.1,454 crores (48,213
 units) in the previous year. The market share in terms of the Tata
 vehicles fi nanced by TMF declined from 26% in Commercial vehicles to
 21% and increased from 21% to 22% in passenger cars. TMFs strategy on
 managing non-performing assets (NPA), improving collection effi
 ciencies, improvements in the Risk Scored Pricing Model approach and
 thrust on customer relations through a branch based re-organised fi eld
 structure, has in the last 2 years turned around and improved its
 operations and Profitability, setting a robust platform to enable
 future growth.
 
 Jaguar Land Rover have entered into arrangements with financial
 service providers to make vehicle fi nancing available to customers in
 12 countries worldwide covering the largest markets by volume,
 including Chase Auto Finance in the U.S. and FGA Capital (a joint
 venture between Fiat Auto and Credit Agricole) in the UK and the rest
 of Europe.
 
 HUMAN RESOURCES
 
 The overall employee relations were peaceful and harmonious throughout
 the year. The Company continued to create a productive, learning and
 caring environment by implementing robust and comprehensive HR
 processes. 2010-11 saw the Company attracting substantial talent to fi
 ll some key Senior Leadership positions. The permanent manpower
 headcount also increased by 7% to 26,214.  This increase in headcount
 supported the production and sales of over 8 lakh vehicles. The
 productivity, in terms of the turnover per employee has gone up by
 19.3% to Rs.96 lakhs / employee. The Commercial Vehicles Business Unit
 showed consistent improvement over the years and is better than its
 competitors on all of the 8 HR Management parameters as rated by A C
 Nielsen.
 
 The long term wage settlements were signed between the management and
 its unions at locations where the settlements were due for
 negotiations. The bonus settlements at all our plant locations were
 signed/announced in the month of September/October. The Tata Motors
 Employees Union elections at Pune CVBU and PCBU were conducted
 peacefully on March 9, 2011, with new representatives being elected.
 
 Jaguar Land Rover have generally enjoyed cordial relations with
 employees at their factories and offices and have not had any strikes
 in the last eight years. More than 96% of manufacturing shop floor
 workers and approximately 45% of salaried staff in the U.K. are members
 of a labour union. Jaguar Land Rover signed a landmark settlement deal
 with the Unions which would lead to the creation of new jobs in the
 next decade, including 1,500 jobs at its Halewood facility, Liverpool
 in 2011. Jaguar Land Rover is recognised as a preferred employer in the
 U.K. and has won recognition in The Times Top 100 Graduate Employers
 for 2011; has won entry into The Times Top 50 Employers for Women and
 one to note as a first time entry in The Times Best Companies
 survey.
 
 SAFETY & HEALTH - PERFORMANCE AND INITIATIVES
 
 All of the Companys operating plants in India have been certifi ed to
 OHSAS - 18001 and ISO - 14001 standards and all the CVBU units have
 been conferred with the Golden Peacock Award on Safety & Health.
 Jamshedpur plant was adjudged first and was awarded by CII
 (Confederation of Indian Industry) Eastern Region in Safety, Health &
 Environment Practices. The Company took steps towards ensuring that
 every single individual working within its plant premises is protected
 from any harmful impact of his/her working and the inherent risks.
 Towards this end, the Company recently completed a diagnostic of the
 existing safety systems through DuPont and is taking steps to raise the
 safety standards to world class levels. ZAP (Zero Accident Plan)
 meetings are held all across plants and the defi ned bay owners in
 these plants champion these meetings. Tata Marcopolo Motors Limited
 would be implementing IMS – 18001/14001/9001 in both their plants in
 2011-12 and other initiatives to increase focus on safety, including
 conducting of periodical audits to measure and ensure safety. A host of
 initiatives on health and wellness were taken across all plants in
 India. Specifi cally, a Health Index was initiated in the Pune plant
 and Ergonomics study carried out to improve workplace environment.
 
 In overseas locations:
 
 Jaguar Land Rover has robust health and safety management systems based
 on the U.K. Health and Safety Executives HSG 65 Standard for
 Successful Health and Safety Management. Jaguar Land Rover are working
 to achieve the international health and safety certifi cation standard
 OHSAS 18001, on all sites, with the first stage of the certifi cation
 process completed during 2010. All Jaguar Land Rover employees receive
 health and safety training as part of their induction and are kept
 up-to-date by weekly health and safety briefi ngs, quarterly
 occupational health and safety information bulletin, specifi c safety
 brief in response to any signifi cant incidents that occur, health and
 safety information on dedicated safety notice boards at each site and
 campaigns to raise awareness of specifi c risks or safety processes.
 Jaguar Land Rover also participates in awareness campaigns led by the
 U. K. Health and Safety Executive and the European Agency for Safety
 and Health at Work.
 
 TDCV Korea achieved an accident rate of 0.30% (lower than the national
 average as well as competitors) and is certifi ed to OHSAS-18001 & ISO
 – 14001 Standards. Tata Hispano, Spain achieved ISO - 14001 certifi
 cation. Tata Motors (Thailand) Ltd. (TMTL) had Zero accidents and also
 conducted specifi c training from equipment suppliers like wheel
 alignment, overhead cranes, two/four post lifters, etc. to ensure safe
 and proper operations by the workmen.
 
 The above initiatives are in line with the Tata Motors Groups medium
 term goal to emerge as a leader in safety in the Indian automobile
 industry and globally in the longer horizon.
 
 FINANCE
 
 The borrowings of the Company as on March 31, 2011 stood at Rs.15,899
 crores (previous year Rs.16,595 crores). Cash and Bank balances and
 Current investments in Liquid / Liquid Plus schemes of Mutual funds
 stood at Rs.2,514 crores (previous year Rs.2,273 crores).
 
 Tata Motors Groups borrowings as on March 31, 2011 stood at Rs.32,791
 crores (previous year Rs.35,108 crores). Cash and Bank balances and
 current investments in Liquid / Liquid Plus schemes of Mutual funds
 stood at Rs.12,071 crores (previous year Rs.9,808 crores). The key
 highlights were:- - The Company issued rated, listed, secured/unsecured
 non-convertible debentures of Rs.900 crores with maturities of 10 – 15
 years as a step to raise long term resources and optimize the loan
 maturity profi le.
 
 - In October 2010, the Company raised funds aggregating Rs.3,351 crores
 (US$ 750 million) by an issue of 3,21,65,000 A Ordinary Shares at a
 price of Rs.764/- per share and 83,20,300 Ordinary Shares at a price of
 Rs.1,074/- per share to Qualifi ed Institutional Buyers (QIBs), under a
 qualifi ed institutional placement. The said issue was well received by
 the investors and the Company availed of the opportunity to price it at
 the mid-upper band. This milestone in the fi nancing strategy enabled
 it to come closer to its objective of balance sheet de-leveraging.
 
 - Consequent upon the holders of Foreign Currency Convertible Notes
 (FCCNs) of US7.07 million and JP¥ 30 million exercising their option
 to convert their FCCNs to Ordinary Shares, the Company allotted
 2,35,70,426 Ordinary Shares.
 
 The Company redeemed the 0% JP¥ 720 million Convertible Notes as per
 the terms of the issue which were remaining outstanding out of the 0%
 JP¥ 11,760 million Convertible Notes issued in 2006, the balance 93.9%
 of the said Notes being previously converted/ repurchased.
 
 Tranche 1 of the secured, rated, credit enhanced, listed 2% coupon non
 convertible debentures aggregating Rs.800 crores was redeemed as per the
 terms of issue out of the 4 tranches of debentures aggregating Rs.4,200
 crores issued in 2009-10.
 
 With a turnaround in the business and continuing strong Profitability
 in 2010-11, the net debt at Jaguar Land Rover reduced to GB£ 233
 million. During the year, Jaguar Land Rover took steps to establish
 hedging lines in order to reduce risks to the business from foreign
 exchange fl uctuations and establishing long term funding facilities in
 order to strengthen the capital structure.
 
 Tata Motors Finance Ltd have raised Rs.361 crores by an issue of
 unsecured, non-convertible, subordinated perpetual debentures towards
 Tier 1 and 2 Capital to meet its growth strategy and improve its
 Capital Adequacy ratio.
 
 Tata Motors Groups gross Debt/Equity ratio as at March 31, 2011 at
 1.17 was signifi cantly lower as compared to 4.28 as on March 31, 2010.
 
 The Company has undertaken and will continue to implement suitable
 steps for raising long term resources to match the Companys fund
 requirement and to optimize its loan maturity profi le. The Companys
 rating for foreign currency borrowings was revised upwards by Standard
 & Poor by 2 notches to BB- and by Moodys by 3 notches to Ba3. For
 borrowings in local currency, the rating was revised upwards by 1 notch
 by Crisil at AA-, by ICRA at LAA- and reaffi rmed by CARE at AA-.
 
 INFORMATION TECHNOLOGY INITIATIVES
 
 Tata Motors Group continues to lead in the use of Information
 Technology as an integral part of its strategy and goes beyond the
 organisations boundaries to cover suppliers, dealers and customers.
 The Company won an Architecture Excellence Award in the IT Service
 Management category at the ICMG World Conclave. The Companys
 competitive advantage includes a world class Customer Relations
 Management solutions (CRM) with integrated Dealer Management System
 (DMS) used by more than 2,500 channel partners.  For receiving customer
 requests and feedback, the Company has an enterprise SMS no. 5616161
 and a customer toll free no. 1800 209 7979. CRM capabilities are now
 being replicated in its international operations. Major highlights of
 the year are:-
 
 - Enhancement of the Call Center operations capabilities to get
 benchmark customer interaction performance, addition of Key Accounts
 Portal and deployment of Used Vehicle and Customer Loyalty solution.
 
 - Strengthening of IT support through distributed warehouse management
 and spares planning systems for its after market operations.
 
 - Implementation of ERP for large and complex maintenance operations
 for the Delhi Transport Corporation.
 
 - Supplier self service with design collaboration solution extended to
 additional 550 vendors with more than 2,500 vendors.
 
 - Use of manufacturing automation systems to run lean production
 operations with advanced systems in plants for Nano and Ace.
 
 - Expanded analytics and planning solutions to all key business
 functions with plans to embrace advanced analytical capabilities.
 
 - Jaguar Land Rover completed IT transition from Ford and launched
 multiple strategic ERP programs.
 
 - Jaguar Land Rover has commenced IT enhancements with the
 implementation of SAP ERP software in the UK and SAP all in one in
 the National Sales Companies. Jaguar Land Rover is also transforming
 its product development capabilities with new toolsets, including
 Product Life Cycle Management (PLM).
 
 - TDCV, Korea started its own sales and marketing operations, which
 went through the ERP implementation to support retail sales and
 initiated centralized IT procurement to leverage common contracts and
 terms.
 
 The Tata Motors Group companies are collaborating on various fronts in
 the use of Information Technology including deployment of
 state-of-the-art video conferencing system. The Tata Technologies Group
 continues to be a strategic partner in strengthening the Tata Motors
 Group IT capabilities.
 
 NEW PRODUCT, TECHNOLOGY AND ENVIRONMENT FRIENDLY INITIATIVES Product
 Development
 
 The Company strives to be at the forefront of innovation and works to
 launch products aimed at the emerging needs of its customers. It
 continues to develop and build on its in-house capabilities and works
 with the right partners to ensure that it has competitive product
 offerings. Some of the Companys key products and initiatives for the
 year include:
 
 - Showcased the Tata Pixel - a concept for a future city car at the
 Geneva Motor Show.
 
 - Launched the Aria - a premium crossover with high-end features such
 as 4x4, Torque on Demand, ESP, six airbags.
 
 - Launched the BS IV compliant variants of the Indica and the Indigo
 CS, the Indica eV2 and Indigo eCS with segment leading fuel effi
 ciencies. These vehicles are powered by the Companys 1.4L CRAIL
 engine.
 
 - Launched Elan - a high end variant of the Indigo Manza sedan.
 
 - Ace Zip and Magic Iris were test marketed in various parts of the
 country and are expected to be formally launched across the country in
 May this year. This completes the Ace family offerings now spanning
 from the Ace Zip and Magic Iris at the lower end and the Super Ace and
 Venture on the higher end.
 
 - Launched the Venture - a Multi Purpose Vehicle (MPV) on the Ace
 platform.
 
 - The Prima range launched in the previous year was expanded with the
 introduction of the Prima Construck range of tippers in the market.
 Some Prima trucks were also launched in Korea and some of the tippers
 are soon expected to be launched in the international markets.
 
 - Jaguar Land Rover launched the all new Jaguar XJ, the new 4.4 V8
 diesel Range Rover and the new 2.2 diesel Land Rover - Freelander.
 
 - Jaguars Advanced Design Team and the Jaguar Land Rover Technical
 Innovation Team created a concept car for the Paris Motor Show to
 celebrate 75 years of Jaguar Design and Innovation. The resultant - a
 stunning Jaguar C-X75, is a radical combination of hyper-car,
 eco-friendliness and 21st century technology, which won Car of the
 Show capturing the imagination of millions. Jaguar Land Rover recently
 announced their partnership with Williams F1 to bring a version of this
 concept to the market in 2013.
 
 - Tata Hispano Motors Carrocera, S.A., Spain introduced 4 new brand
 models of its buses, viz. Area - an urban bus, 2 hybrid urban buses and
 Naya - a new deluxe coach. This alongwith the Xerus and Intea models
 launched last year would expand its product range in high-end
 buses/coaches.
 
 Development of Environment Friendly Technologies
 
 As a responsible automotive manufacturer, the Tata Motors Group
 continues to develop vehicles and technologies to reduce its carbon
 footprint. Some of the signifi cant initiatives/achievements are:
 
 - Showcased its CNG parallel Hybrid low-floor city buses in the
 Commonwealth Games in Delhi.
 
 - Tata Indica Vista EVX developed by engineers at our European
 subsidiary - Tata Motors European Technical Centre, Plc, bagged the
 Most Economic Small Passenger EV and the Most Economical and
 Environment Friendly Small Passenger EV under the Small Passenger EV
 category at the inaugural Royal Automobile Club, Brighton to London
 Future Car Challenge.
 
 - Migrated to meeting the BS IV emission norms by developing BS IV
 compliant range of vehicles, in particular, Indica eV2 and Indigo eCS
 with 1.4L CRAIL engines with segment leading fuel effi ciencies.
 
 - Jaguar and Land Rover continue to invest heavily in environmental
 innovation to support delivery of the 2012 European Union requirement
 for reduction in CO2. The 2010-11 new model launches including the all
 new Jaguar XJ, the new 4.4 V8 Diesel Range Rover and the new 2.2 Diesel
 Land Rover - Freelander realised improvements in CO2 performance in
 excess of 10 %. The Jaguar XF and Range Rover Evoque to be launched in
 the second quarter of 2011, would continue this trend. The Jaguar XF
 2.2 Diesel 8 speed automatic transmission variant with Stop/Start
 technology reduces the entry model CO2 output whilst the Evoque
 features a number of lightweight, vehicle effi ciency and Powertrain
 technologies that make this the most fuel effi cient Range Rover ever.
 
 Jaguar Land Rover is working on introducing a new Premium Lightweight
 Architecture for its products. This has seen a host of environment
 friendly technologies including new aluminium alloys, down-sized
 powertrains, Eco HMI, sustainable materials, best-
 
 CO2 navigation routes, electronic power steering, aerodynamic features
 and many more technologies. These technologies enable the delivery of
 class leading Luxury and Performance combined with low CO2 and lay
 the foundation for effi cient hybridization of the platform. Jaguar
 Land Rovers initial Full-Hybrid programme is also in advanced stages.
 
 In 2010-11, some of the Plug-In Hybrid projects of Jaguar Land Rover
 were completed and have provided the technical foundation for a
 production development programme for Parallel Plug-in Hybrids. In
 addition, Jaguar Land Rover has made signifi cant progress on a number
 of ongoing collaborative Research and Development programmes
 investigating a wide range of CO2 reduction technologies. These include
 radical combustion engine downsizing/pressure charging, alternative
 power sources for Series Hybrids, Flywheel KERS and waste energy
 recovery systems.
 
 Tata Hispano Motors Carrocera SA, Spain, won a prestigious order for
 supplying 10 CNG Series Hybrid low-floor city buses, to be built on
 the Companys chassis, to EMT Madrid, a Madrid city public
 transportation company.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The Tata Motors Group reported consolidated revenues (net of excise)
 for 2010-11 of Rs.123,133 crores, posting a growth of 33.1% over Rs.92,519
 crores in the previous year, with strong volume growth globally in all
 major markets. The Consolidated Profit before Tax (PBT) for the year
 was Rs.10,437 crores, compared to a PBT of Rs.3,523 crores for the previous
 year. The Consolidated Profit for the period (After Tax and post
 minority interest and Profit in respect of Associate companies) for
 the year was Rs.9,274 crores, a signifi cant increase from a Profit of
 Rs.2,571 crores in the previous year. As required under the Listing
 agreement with the Stock Exchanges, Consolidated Financial Statements
 of the Tata Motors Group (the Company and all its subsidiary companies)
 are attached.
 
 Pursuant to the provisions of Section 212(8) of the Companies Act, 1956
 (Act), the Ministry of Corporate Affairs vide its General Circular No
 2/2011 dated February 8, 2011 has granted a general exemption subject
 to certain conditions to holding companies from complying with the
 provisions of Section 212 of the Act which requires the attaching of
 the Balance Sheet, Profit & Loss Account and other documents of its
 subsidiary companies to its Balance Sheet. Accordingly, the said
 documents are not being included in this Annual Report. The main fi
 nancial summaries of the subsidiary companies are provided under the
 section Subsidiary Companies: Financial Highlights 2010-11 in the
 Annual Report. The Company will make available the said annual accounts
 and related detailed information of the subsidiary companies upon
 request by any member of the Company or its subsidiary companies and
 the same will also be kept open for inspection by any member at the
 Head office of the Company and the subsidiary companies.
 
 SUBSIDIARY AND ASSOCIATE COMPANIES
 
 Subsidiary Companies
 
 The Company has 67 (direct and indirect) subsidiaries (10 in India and
 57 abroad) as on March 31, 2011 as disclosed in the accounts.  During
 the year, the following changes have taken place in subsidiary
 companies:
 
 Subsidiary companies formed/acquired, etc.
 
 - The Company acquired 80% stake in Trilix Srl., Turin (Italy), a
 design and engineering company in September, 2010.
 
 - Tata Precision Industries Pte. Ltd became a subsidiary after the
 Company increased its shareholding from 49.99% to 78.39% by subscribing
 to an additional 28.4% share of Tata Precision Industries Pte Ltd,
 Singapore on February 15, 2011. Tata Precision Industries Pte Ltd holds
 100% shares of Tata Engineering Services Pte Ltd, hence Tata
 Engineering Services Pte Ltd also became a subsidiary.
 
 - Tata Daewoo Commercial Vehicle Company Limited formed a wholly owned
 subsidiary, Tata Daewoo Commercial Vehicle Sales and Distribution
 Company Limited.
 
 - HV Axles Limited and HV Transmissions Limited, two of the Companys
 subsidiaries, have announced an amalgamation to harness synergies and
 graduate to become a total driveline solutions provider.
 
 Companies ceasing to be subsidiary companies
 
 - INCAT SAS, a subsidiary of Tata Technologies Limited was liquidated.
 
 - Jaguar Land Rover Mexico SA de CV was sold to an importer.
 
 Name changes
 
 Carroseries Hispano Maghreb to Tata Hispano Motors Carroseries Maghreb.
 
 Other than the above there has been no material change in the nature of
 the business of the subsidiary companies.
 
 Associate companies
 
 As on March 31, 2011, the Company had 7 associate companies as
 disclosed in the accounts:
 
 FIXED DEPOSITS
 
 The Company discontinued the acceptance and renewal of fixed deposits
 from the public and shareholders with effect from May 28, 2010. During
 the year, it changed the Registrars to the Fixed Deposit scheme to M/s.
 TSR Darashaw Limited (TSRDL) from M/s. Link Intime India Private
 Limited. TSRDL are also the Registrars and Transfer Agents for shares
 and debentures issued by the Company since past few decades and would
 thus be a focal point of contact for all investor services. The Company
 has no overdue deposits other than unclaimed deposits.
 
 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.
 
 DIRECTORS
 
 Dr Ralf Speth was appointed as an Additional Director on November 10,
 2010 in accordance with Section 260 of the Companies Act, 1956 (the
 Act) and Article 132 of the Companys Articles of Association and will
 cease to hold office at the forthcoming Annual General Meeting and is
 eligible for appointment. In accordance with the provisions of the Act
 and the Article of Association of the Company, M/s Ravi Kant, N N Wadia
 and S M Palia are liable to retire by rotation and are eligible for
 re-appointment. Attention of the Members is invited to the relevant
 items in the Notice of the Annual General Meeting and the Explanatory
 Statement thereto.
 
 Dr J J Irani, a Director nominated by Tata Steel Limited (Steel
 Director) and who is a non-rotational Director as per Article 127 of
 the Companys Articles of Association, has conveyed his decision to
 step down from the Companys Board from June 2, 2011 on attaining 75
 years as per the Retirement policy of the Tata Group. Dr Irani was also
 a member of the Companys Executive Committee of the Board.  The Board
 of Directors in its meeting held on May 26, 2011 expressed appreciation
 of the enormous contributions made by Dr Irani over the years to the
 development and growth of the Company as also his good counsel in
 charting its future direction.
 
 CORPORATE GOVERNANCE
 
 A separate section on Corporate Governance forming part of the
 Directors Report and the certifi cate from the Practicing Company
 Secretary confi rming 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.
 
 PARTICULARS OF EMPLOYEES
 
 The Company has 99 employees who were in receipt of remuneration of not
 less than Rs.60 lakhs during the year or Rs.5 lakhs per month during any
 part of the said year. The Information required under Section 217(2A)
 of the Companies Act, 1956 and the Rules made thereunder is provided in
 the Annexure forming part of the Report. In terms of Section
 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the
 shareholders excluding the aforesaid Annexure. Any Shareholder
 interested in obtaining a copy of the same may write to the Company
 Secretary.
 
 CSR INITIATIVES
 
 A separate section on initiatives taken by the Company to fulfi ll its
 Corporate Social Responsibilities is included in the Annual Report.
 
 AUDIT
 
 M/s Deloitte Haskins & Sells (DHS), Registration No. 117366W, who are
 the Statutory Auditors of the Company hold office until the conclusion
 of 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 2011-12. DHS have, under Section 224(1) of the Act, furnished a
 certifi cate of their eligibility for re-appointment.
 
 Cost Audit
 
 As per the requirement of the Central Government and pursuant to
 Section 233B of the Act, the audit of the cost accounts relating to
 motor vehicles is carried out every year. Pursuant to the approval of
 Ministry of Corporate Affairs (MCA) vide Sr. No. 52/413/CAB/1989 dated
 September 1, 2009, M/s Mani & Co. having registration No. 00004 were
 appointed as the Cost Auditors for auditing the Companys cost accounts
 relating to motor vehicles for the financial year ended March 31,
 2010. Consequent upon the audit undertaken and submission of the Cost
 Audit Report dated August 10, 2010 and based on the recommendation of
 the Audit Committee, the Board approved of the said Audit Report on
 August 10, 2010 which was fi led with the MCA on September 8, 2010.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Act, the Directors, based on the
 representation received from the Operating Management, confi rm that:-
 - in the preparation of the annual accounts, the applicable accounting
 standards have been followed and that there are no material departures;
 
 - 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 financial year and of the Profit of the Company for that period;
 
 - they have taken proper and suffi cient care, to the best of their
 knowledge and ability, for the maintenance of adequate accounting
 records in accordance with the provisions of the Act, for safeguarding
 the assets of the Company and for preventing and detecting fraud and
 other irregularities;
 
 - they have prepared the annual accounts on a going concern basis.
 
 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 performance. The Directors
 would also like to thank the employee unions, shareholders, fixed
 deposit holders, customers, dealers, suppliers, bankers, Government and
 all the other business associates for the continuous support given by
 them to the Company and their confi dence in its management.
 
 On behalf of the Board of Directors
 
 RATAN N TATA
 
 Chairman
 Mumbai, May 26, 2011