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Tata Motors
BSE: 500570|NSE: TATAMOTORS|ISIN: INE155A01022|SECTOR: Auto - LCVs & HCVs
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« Mar 14
Notes to Accounts Year End : Mar '15
1. Rights, preferences and restrictions attached to shares :
 
 (i) Ordinary shares and 'A' Ordinary shares, both of Rs.2 each :
 
 * The Company has two classes of shares - the Ordinary shares and the
 'A' Ordinary shares both of Rs.2 each (together referred to as shares).
 In respect of every Ordinary share (whether fully or partly paid),
 voting rights shall be in the same proportion as the capital paid up on
 such Ordinary share bears to the total paid up Ordinary share capital
 of the Company. In case of every 'A' Ordinary share, if any resolution
 is put to vote on a poll or by postal ballot at any general meeting of
 shareholders, the holder shall be entitled to one vote for every ten
 'A' Ordinary shares held as per the terms of its issue and if a
 resolution is put to vote on a show of hands, the holder of 'A'
 Ordinary shares shall be entitled to the same number of votes as
 available to holders of Ordinary shares.
 
 * The dividend proposed by the Board of Directors is subject to the
 approval of the shareholders in the ensuing Annual General Meeting.
 Further, the Board of Directors may also declare an interim dividend.
 The holders of 'A' Ordinary shares shall be entitled to receive
 dividend for each financial year at five percentage point more than the
 aggregate rate of dividend declared on Ordinary shares for that
 financial year.
 
 * In the event of liquidation, the shareholders are eligible to receive
 the remaining assets of the Company after distribution of all
 preferential amounts, in proportion to their shareholdings.
 
 (ii) American Depositary Shares (ADSs) and Global Depositary Shares
 (GDSs) :
 
 * Each ADS and GDS underlying the ADR and GDR respectively represents
 five Ordinary shares of Rs.2 each. A holder of ADS and GDS is not
 entitled to attend or vote at shareholders meetings. An ADS holder is
 entitled to issue voting instructions to the Depositary with respect to
 the Ordinary shares represented by ADSs only in accordance with the
 provisions of the Company's ADSs deposit agreement and Indian Law. The
 depositary for the ADSs and GDSs shall exercise voting rights in
 respect of the deposited shares by issue of an appropriate proxy or
 power of attorney in terms of the respective deposit agreements.
 
 * Shares issued upon conversion of ADSs and GDSs will rank pari passu
 with the existing Ordinary shares of Rs. 2 each in all respects
 including entitlement of the dividend declared.
 
 2. Information regarding issue of shares in the last five years
 
 (a) The Company has not issued any shares without payment being
 received in cash.
 
 (b) There has been no issue of bonus shares.
 
 (c) The Company has not undertaken any buy-back of shares.
 
 3. The entitlements to 4,84,470 Ordinary shares of Rs.2 each (as at
 March 31, 2014 : 4,84,470 Ordinary shares of Rs.2 each) and 2,39,570
 'A' Ordinary shares of Rs.2 each (as at March 31,2014: 2,39,570 'A'
 Ordinary shares of Rs.2 each) 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.
 
 4. Subsequent to the year ended March 31,2015, the Company alloted
 15,04,90,480 (including 3,20,49,820 shares underlying the ADRs)
 Ordinary shares at a premium of Rs.448 per share aggregating
 Rs.6,772.07 crores and 2,65,09,759 'A' Ordinary shares at a premium of
 Rs.269 per share, aggregating Rs.718.04 crores, pursuant to a Rights
 issue. 1,54,279 Ordinary shares and 20,531 'A' Ordinary shares have
 been kept in abeyance.
 
 5. Information regarding long term borrowings
 
 (i) Nature of security (on loans including interest accrued thereon) :
 
 (a) During the year 2009-10, the Company issued 2% secured
 non-convertible credit enhanced rupee debentures in four tranches,
 having tenor upto seven years, aggregating Rs. 4,200 crores on a
 private placement basis. These were secured by a second charge in
 favour of Vijaya Bank, Debenture Trustee and first ranking pari passu
 charge in favour of State Bank of India as security trustee on behalf
 of the guarantors, by way of English mortgage of the Company's lands,
 freehold and leasehold, together with all buildings, constructions and
 immovable and movable properties situated at Chinchwad, Pimpri,
 Chikhali and Maval in Pune District and plant and machinery and other
 movable assets situated at Pantnagar in the State of Uttarakhand and at
 Jamshedpur in the state of Jharkhand. During the year 2014-15, the
 Company has prepaid Rs.1,250 crores. As at March 31,2015 outstanding is
 NIL.
 
 (b) Rated, Listed, Secured, 9.95% Coupon, Non-Convertible Debentures
 amounting to Rs. 200 crores and 10.25% Coupon, Non-Convertible
 Debentures amounting to Rs.500 crores are secured by a pari passu
 charge by way of an English mortgage of the Company's freehold land
 together with immovable properties, plant and machinery and other
 movable assets (excluding stock and book debts) situated at Sanand in
 the State of Gujarat.
 
 (c) 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 moveable current assets except cash and bank balances, loans
 and advances of the Company both present and future.
 
 (d) The term loan is due for repayment from the quarter ending March
 31,2033 to quarter ending March 31,2035, along with simple interest at
 the rate of 0.10% p.a. The loan is secured by a second and subservient
 charge (creation of charge is under process) over Company's freehold
 land together with immovable properties, plant and machinery and other
 movable assets (excluding stock and book debts) situated at Sanand
 plant in the State of Gujarat.
 
 (ii) The buyers' line of credit from banks is repayable within a
 maximum period of three years from the drawdown dates. All the
 repayments are due from financial year ending March 31,2016 to
 financial year ending March 31,2018.
 
 (iii) During the year 2011-12, the Company raised Syndicated Foreign
 currency term loans of USD 500 million in two tranches with tenors
 between four to seven years, in accordance with guidelines on External
 Commercial Borrowings (ECB) issued by the Reserve Bank of India. During
 the year 2014-15, the Company has prepaid the same.
 
 (iv) During the year 2014-15, the Company has issued USD 500 million
 4.625% Senior Notes due 2020 and USD 250 million 5.750% Senior Notes
 due 2024.
 
 6. Information regarding short term borrowings
 
 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 moveable current
 assets except cash and bank balances, loans and advances of the Company
 both present and future.
 
                                                      (Rs. in crores)
                                                     As at       As at
 7. Contingent liabilities, commitments              March 31,   March 31,
 (to the extent not provided for)                    2015        2014
 
 Description of claims and assertions where a 
 potential loss is possible, but not probable is 
 reported under note (1) and (2) below :
 
 1    Claims against the Company not 
      acknowledged as debts
 
      (i)   Sales tax     -  Gross                   870.58      869.50
 
                         -   Net of tax              574.67      573.96
 
      (ii)  Excise duty   -  Gross                 1,276.16      856.67
 
                         -   Net of tax              842.32      565.49
 
      (iii) Others        -  Gross                   265.29      250.34
 
                         - Net of tax                175.12      157.52
 
      (iv)  Income Tax in respect of matters  
            pending in appeal / others                92.58       92.58
 
 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 the Department is in further 
       appeal                                         70.66       71.42
 
 3     Other money for which the Company is 
       contingently liable in respect of bills 
       discounted and export sales on deferred 
       credit                                        234.63      348.39
 
 4     Corporate guarantee given to RUAG 
       Aerospace Structures GMBH for TAL 
       Manufacturing Solutions Limited.              62.50            -
 
 5     Estimated amount of contracts remaining to 
       be executed on capital account and not 
       provided for
 
      (i)   Tangible                              1,034.57      1,105.36
 
      (ii)  Intangible                              382.02        524.29
 
 6    Purchase commitments                        6,413.58      9,597.72
 
 8. Related party and their relationship
 
 1. Subsidiaries :
 
 Concorde Motors (India) Limited
 
 Sheba Properties Limited
 
 TAL Manufacturing Solutions Limited
 
 Tata Motors European Technical Centre PLC
 
 Tata Motors Insurance Broking and Advisory Services Limited
 
 Tata Motors Finance Limited
 
 TML Holdings Pte. Limited
 
 TML Distribution Company Limited
 
 Tata Hispano Motors Carrocera S.A.
 
 Tata Hispano Motors Carrocerries Maghreb SA (Direct subsidiary of Tata
 Motors Limited w.e.f June 23,20i4)
 
 TML Drivelines Limited Trilix S.r.l.
 
 Tata Precision Industries Pte. Limited
 
 Tata Technologies Limited
 
 Tata Marcopolo Motors Limited
 
 Jaguar Land Rover Automotive Plc
 
 Jaguar Land Rover Limited
 
 Jaguar Land Rover Austria GmbH
 
 Jaguar Land Rover Japan Limited
 
 JLR Nominee Company Limited
 
 Jaguar Land Rover Deutschland GmbH
 
 Jaguar Land Rover North America LLC
 
 Jaguar Land Rover Nederland BV
 
 Jaguar Land Rover Portugal - Veiculos e Pegas, Lda.
 
 Jaguar Land Rover Australia Pty Limited
 
 Jaguar Land Rover Italia Spa
 
 Jaguar Land Rover Korea Company Limited
 
 Jaguar Land Rover Automotive Trading (Shanghai) Company Limited
 
 Jaguar Land Rover Canada ULC
 
 Jaguar Land Rover France, SAS
 
 Jaguar Land Rover (South Africa) (Pty) Limited
 
 Jaguar e Land Rover Brasil Importacao e Comercia de Veiculos Ltda
 
 Limited Liability Company Jaguar Land Rover (Russia)
 
 Jaguar Land Rover (South Africa) Holdings Limited
 
 Jaguar Land Rover India Limited
 
 Jaguar Land Rover Espana SL
 
 Jaguar Land Rover Belux NV
 
 Jaguar Land Rover Holdings Limited
 
 Jaguar Cars South Africa (Pty) Limited
 
 The Jaguar Collection Limited
 
 Jaguar Cars Limited
 
 Land Rover Exports Limited
 
 Land Rover Ireland Limited
 
 Land Rover Parts Limited
 
 The Daimler Motor Company Limited
 
 2. Associates :
 
 Jaguar Cars Finance Ltd 
 
 Automobile Corporation of Goa Ltd 
 
 Nita Company Ltd
 
 Tata Hitachi Construction Machinery Company Pvt. Ltd.
 
 (Converted from Public Ltd. w.e.f March 5,20i5)
 
 Tata Precision Industries (India) Ltd Tata AutoComp Systems Ltd Tata
 Sons Ltd (Investing Party)
 
 S.S. Cars Limited
 
 The Lanchester Motor Company Limited
 
 Shanghai Jaguar Land Rover Automotive Services Company Limited
 
 Jaguar Land Rover Pension Trustees Limited
 
 JDHT Limited (Acquired with effect from February 2,20i5)
 
 Land Rover Group Limited (Liquidated with effect from June 30,2014)
 Tata Daewoo Commercial Vehicle Co. Ltd.
 
 Tata Daewoo Commercial Vehicle Sales and Distribution Co. Ltd.
 
 Tata Motors (Thailand) Ltd Tata Motors (SA) (Proprietary) Ltd.
 
 PT Tata Motors Indonesia
 
 PT Tata Motors Distribusi Indonesia
 
 Tata Technologies Inc.
 
 Tata Technologies (Canada) Inc.
 
 Tata Technologies de Mexico, S.A. de C.V.
 
 Tata Technologies Pte Limited 
 
 Tata Technologies (Thailand) Limited Tata
 
 Technologies Europe Limited INCAT International Plc.
 
 INCAT GmbH
 
 Cambric Holdings Inc. (Merged with Tata Technologies Inc, 
 
 wef December 31,2014)
 
 Cambric Corporation (Merged with Tata Technologies Inc. 
 
 w.e.f. December 31,2014)
 
 Cambric Limited
 
 Tata Technologies SRL
 
 (formerly known as Cambric Consulting SRL)
 
 Cambric GmbH Cambric UK Limited
 
 Cambric Managed Services Inc. (Dissolved w.e.f. September 9, 2014)
 
 Midwest Managed Services Inc.
 
 Cambric Manufacturing Technologies (Shanghai) Co. Limited 
 
 Tata Motors Finance Solutions Pvt. Ltd.
 
 (formerly known as Rajasthan Leasing Private Limited Acquired w.ef,
 January 19,201.5)
 
 3. Joint Ventures :
 
 Tata Cummins Private Limited
 
 (Converted from Public Ltd. w.ef December 16,2014)
 
 Fiat India Automobiles Private Limited.
 
 (Converted from Public Ltd, w.ef, January 19,2015)
 
 Chery Jaguar Land Rover Automotive Co. Ltd 
 
 Chery Jaguar Land Rover Auto Sales Company Limited 
 
 [formerly known as Suzhou Chery Jaguar Land Rover
 
 Trading Co. Ltd. (interim JV) Spark44 (JV) Ltd.
 
 TATA HAL Technologies Ltd
 
 4. Key Management Personnel :
 
 Mr. R Pisharody 
 
 Mr. S B Borwankar
 
 9. The Company has a process whereby periodically all long term
 contracts (including derivative contracts) are assessed for material
 foreseeable losses.  At the year end, the Company has reviewed and
 ensured that adequate provision as required under any law/ accounting
 standards for material foreseeable losses on such long term contracts
 (including derivative contracts) has been made in the books of
 accounts.
 
 10. Works operation and other expenses for FY 2014-15 include Rs.18.62
 crores spent towards various schemes of Corporate Social Responsibility
 (CSR) as prescribed under Section 135 of the Companies Act, 2013. No
 amount has been spent on construction / acquisition of an asset of the
 Company.  The prescribed CSR expenditure required to be spent in for FY
 2014-15 as per the Companies Act, 2013 is Nil, in view of average net
 profits of the Company being Rs. Nil (under section198 of the Act) for
 last three financial years.
 
 11. Other notes
 
 (i) Capital work-in-progress as at March 31, 2014 included building
 under construction at Singur in West Bengal of Rs.309.88 crores for the
 purposes of manufacturing automobiles. In October 2008, the Company
 moved the Nano project from Singur in West Bengal to Sanand in Gujarat.
 In June 2011, the newly elected Government of West Bengal (State
 Government) enacted a law cancelling the land lease agreement at
 Singur, and took over possession of the land. The Company challenged
 the constitutional validity of the law. In June 2012, the Calcutta High
 Court declared the law unconstitutional and restored Company's rights
 under the land lease agreement. The State Government filed an appeal in
 the Supreme Court of India in August 2012, which is pending disposal.
 Though the Company continues to rigorously press its rights,
 contentions and claims in the matter, the Company has been advised that
 the time it may take in disposal of the appeal is uncertain. The
 Company has also been advised that it has a good case and can strongly
 defend the appeal, but the questions that arise are issues of
 constitutional law and thus the result of the appeal cannot be
 predicted. In these circumstances, in view of the uncertainty on the
 timing of resolution, following the course of prudence, the management
 has during the year ended March 31,2015, made a provision for carrying
 capital cost of buildings at Singur amounting to Rs.309.88 crores
 included under the head works operations and other expenses excluding
 other assets (electrical installations etc.) and expenses written off /
 provided in earlier years, security expenses, lease rent and claim for
 interest on the whole amount (including Rs.309.88 crores). The Company
 shall however continue to pursue the case and assert its rights and its
 claims in the Courts.
 
 (ii) The Company has substantially completed the process of divesting
 its investments in certain foreign subsidiary companies to TML Holdings
 Pte Ltd Singapore, a wholly owned subsidiary. Consequently, the year
 ended March 31,2015 includes a profit of Rs.13.49 crores on such
 divestment (March 31,2014 Rs.1,966.12 crores)es)
 
 12. Previous year figures have been regrouped / reclassified wherever 
 necessary to correspond with the current year classification / 
 disclosure.
Source : Dion Global Solutions Limited
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