Tata Motors

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 financial
 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
 financial 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 financial 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
 financial year 1992-93,
 
 - 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 financial
 year 2005-06.
 
 (b) 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) 2,55,02,402 (as at March 31, 2008 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) 2,58,64,962 (as at March 31, 2008 2,57,11,937) 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, 2008 : 1,83,98,095) Ordinary Shares issued
 against 99,940 (as at March 31, 2008 : 99,940) Notes. There is no
 conversion during the year for these Notes (for 2007-08 : Nil).
 
 (ii) 0% FCCN due 2009
 
 74,66,867 (as at March 31, 2008 : 73,13,842) Ordinary Shares issued
 against 97,590 (as at March 31, 2008 : 95,590) Notes. During the year
 1,53,025 (for 2007-08 : 1,30,069) Ordinary Shares were allotted ,
 consequent to conversion of 2,000 (for 2007-08: 1,700) Notes.
 
 (e) The Company made a simultaneous but unlinked rights issues of
 64,276,164 Ordinary Shares of Rs.10 each at a premium of Rs. 330 per
 share, aggregating Rs. 2185.39 crores and 64,276,164 ‘A’ Ordinary
 Shares of Rs.10 each at a premium of Rs. 295 per share, aggregating Rs.
 1960.42 crores.  The Committee of Directors have on October 27, 2008
 allotted 64,175,655 Ordinary Shares and ‘A’ Ordinary Shares each, after
 holding in abeyance 100,509 Ordinary Shares and ‘A’ Ordinary Shares
 each due to legal cases.
 
 II. The entitlements to 1,50,473 Ordinary Shares and 1,00,509 ‘A’
 Ordinary Shares are subject matter of various suits filed in the courts
 / forums by third parties for which final order is awaited and hence
 kept in abeyance.
 
 2 Secured Loans :
 
 (i) Nature of Security (on loans including interest accrued thereon) :
 
 (a) Secured Rated Redeemable Non-Convertible Debentures are secured by
 a pari passu charge by way of equitable English mortgage of the
 Company’s lands, freehold and leasehold, together with immovable
 properties, plant and machinery and other movable fixed 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
 flats of the Company; the Lloyds Showroom and Basement at Prabhadevi,
 Mumbai; the plot of land with structures at Mahim, Mumbai; the
 Company’s 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.
 
 (b) Sales Tax Deferment Loan is secured by a second charge on the
 immovable and movable properties at Lucknow.
 
 (c) 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.
 
 (d) Loans, Cash Credits, Overdrafts 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, semi- finished
 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) Acquisition of Jaguar Land Rover :
 
 (a) On June 2, 2008, the Company acquired from Ford Motor Company,
 Jaguar Land Rover businesses, for a consideration of US $ 2.5 billion
 (approx Rs. 10765.19 crores), in an all-cash transaction, through
 JaguarLandRover Ltd, a wholly owned subsidiary of TML Holdings Pte Ltd,
 Singapore, which is a 100% subsidiary of the Company. Out of the
 consideration, Ford has contributed approx US $ 600 million to the
 Jaguar Land Rover pension plans.
 
 (b) The acquisition includes the ownership of three major manufacturing
 plants, two advanced design centres in UK, a worldwide sales network,
 Intellectual Property Rights (including perpetual royalty free
 licenses) and Brands and Trade marks.
 
 (c) The businesses have been acquired on a debt free basis.
 
 (d) The initial acquisition cost has been financed through bridge
 finance facility provided by a syndicate of banks to JaguarLandRover
 Ltd, which has been guaranteed by the Company. Subsequent to the year
 ended March 31, 2009, the Company has raised Rs. 4200 crores through
 issue of Secured Non-Convertible Rupee Debentures, for the part
 repayment of USD 1 billion out of the outstanding USD 2 billion bridge
 finance facility and the balance amount of Rs. 5071 crores (equivalent
 to USD 1 billion) has been refinanced.
 
 (e) The Company has made an investment of US $ 471 million (Rs.
 2,238.40 crores) in equity shares and US $ 1201.50 million (Rs.
 5,570.34 crores) in redeemable preference shares in TML Holdings Pte
 Ltd, Singapore.
 
 (iii) The Company was in the process of construction of plant for
 manufacture of small car NANO at Singur in the state of West Bengal.
 During the year, the Company decided to relocate the NANO project at
 Sanand in the State of Gujarat. A portion of the plant and equipment
 has been shifted out if Having regard to the costs and benefits in
 connection with the relocation of the Project, in the opinion of the
 Management, no provision is necessary at present to the carrying cost
 of Capital Work-in-progress.
 
 (iv) Previous year’s figures have been regrouped where necessary.
 
 (v) Current year figures are shown in bold print.