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
* 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
* 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
(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
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
(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.
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)
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,
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
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 /