REPORT ON CORPORATE GOVERNANCE

1. COMPANY’S PHILOSOPHY ON CORPORATE

GOVERNANCE
1.1. As part of the Tata group, the Company’s philosophy on
Corporate
legacy of Governance
fair, is
ethical and founded
transparent upon a
governance rich
practices, many of
which were by
were mandated in place even highest
adopting before they standards of professionalism,
honesty,being electedby
The Board, integrity and shareholders,
the ethical behaviour.
is their representative and a
bridge
executive between them and the
management. Since shareholders are residual claimants, the value
all creation
the and sustainability of
other stakeholders viz. customers, creditors, employees, vendors,
(of community in
countries and which
the Government
the Company operates) are of
paramount
shareholders. significance
The Board to
would thereforethe Company
have a and its
fiduciary relationship
its and a
stakeholders correspondingduty
to to
ensure that their all
rights are protected. Through
the
Company, Governance
the mechanism its
Board alongwith in the
Committees endeavours to strike
the right balance
stakeholders. with its various
1.2. The Corporate Governance philosophy has been further strengthened with
the ago,
years implementation,
by the a
Company few of the Tata Business Excellence
to Model,the
the Company,Tata itsCode subsidiaries
of Conduct applicable
and Directors and employees.
the The Company
requirements of is in
Corporate full compliance with
Governance under Clause 49 of the
ListingAgreement with the Indian
Stock Exchanges. The Company’s Depositary Programme being listed on the
the New York also
Company Stock complies
Exchange, with US regulations as applicable to
Foreignwhich cast
companies) PrivateIssuers(non-US
upon the Board oflisted Directors and the Audit
to Committee, the
improve onerousCompany’s
responsibilities
operating efficiencies. Risk management and
internalup
been geared controlfunctions
to meet the have
progressive
governance standards.
2. BOARD OF
DIRECTORS
2.1. The Board of Directors alongwith its Committees provide
leadership
managementand and guidance
directs, to the Company’s
supervises and controls the performance of
Directorsthe presently
Company. comprises
The Board of
of 10 Directors, out of which 8
has aare Non-Executive Directors.
Chairman The the
and Company 4 Independent
Directors
total strength comprise
of the more The
Board. than Company
one third has of the
taken initiatives to
comply
Clause 49 of with
the the recent amendment
ListingAgreement pertaining of to composition of
directors
directors. for induction of independent
2.2. None of the Directors on the Company’s Board is a
ofMember
more than of 5more Committees
than 10 (Committees
Committees being,
and Audit
Chairman
Committee and
Investors’
across all the Grievance
companies Committee)
in which he is a Director. All the
Directors
regarding have positions
Committee made necessary held by disclosures
them in other companies
in and do
more than 15 not hold the office of Director
2.3. The companies.
required information as enumerated in Annexure IA to
Clause 49 toof
available the Board
the ListingAgreement
of Directorsis made discussions and consideration
for
the at Board made
declaration Meetings.
by The Managing
the Board reviewsDirector and the Executive
Directorlaws on
applicable regarding
a compliance basis,
quarterly with as all also the Board
2.4. Minutes the ofyear allunder itsreview,
During subsidiary
10 companies.
Board Meetings were held on
May 31,
July 18, 2007,
2007, September
June 15, 28, 2007, 2007,
July October
17, 2007, 31, 2007, January 4,
2008, 2008.
March 24, JanuaryThe maximum
31, 2008, time-gap
March 11, 2008 and any 2
between
consecutive of
The composition meetingsthe did
Board, not exceed at
attendance 4 months.Meetings
Board held
and at during the Financial
last AnnualYear General
under review Meeting, number of
directorships,
companies (including memberships/chairmanships
the Company) in
and the public directors shareholding as
are on
as March 31, 2008 in the Company

follows: 35
 MOTORS
Sixty-third annual report
2007-08
Tata Motors Limited

Name of the Director Category No. of Board Attendance at Committee Share

Directorships(1)
Meetings held the AGM held positions (2) holding
during the on July 9, 2007 Chairman Member Chairman Member
year

Ratan N Tata Non-Executive Chairman,

Promoter 8 Yes 12 2 - - 53288
N A Soonawala Non-Executive,
Promoter 9 Yes 1 5 3 - 0
J (3 ) Non-Executive, Promoter 9 Yes 3 8 - 2
1850
V
J R Mehta Non-Executive,
Independent 10 Yes - 6 3 2 0
R Gopalakrishnan Non-Executive, Promoter
6Irani
Yes 1 9 - 4 3750
N N Wadia Non-Executive,
Independent 5 No 4 5 - - 0
S (4 ) Non-Executive, Independent 2 Yes - 2 1 1
1310
S
A M Palia Non-Executive,
Independent 7 Yes - 9 5 3 200
R A (5 ) Non-Executive, Independent 5 No - 4
Naik -10
Ravi
MashelkarKant Managing Director 10
Yes 3 3 - 1 0
Praveen P (6 ) Executive Director 4 Yes 3 7 - 7
1227
P
Kadle M Telang Executive
Director 9 Yes 2 6 3 1 1120
(1 ) excludes Directorships in associations, private, foreign and Section 25 companies (4 ) upto July 9, 2007
(2 ) Includes only Audit and Investors’ Grievance Committees (5 ) appointed w.e.f. August 28, 2007
(3 ) Tata Steel (6 ) upto September 18, 2007
Representative

2.5. Code of Conduct: Whilst the Tata Code of Conduct is

ofapplicable
the to
Company, all Whole-time
the Directors
Board has and employees
also adopted a Code of
Conduct
which are for
available Non-Executive
on the Directors,
Company’s both All
web-site. of the Board
Company members and
have affirmedsenior management of the
compliance with their respective Codes of
Conduct
March 31, 2008. Afor the Financial
Declaration to Year ended
this effect, duly signed by the
Managing
hereto. Director (CEO) is annexed
3. Shareholders
COMMITTEES
To focus effectively on Board of Directors
the
ensure issues and resolution
expedient of
matters,diversethe Board has Managing Director Au dit
Au d i t Com
C omm miitttteee
e
constituted
of a
Committees set
with specific Re mu ne ra ti o n Co mmi t te
terms of
reference/scope. The Man age me nt
E xe cu tiv e Dir ec to r
Co mm er ci al Vehi cle s
Rem
e un era tion Com m itt ee

as Committees
empowered operate
agents of Com m itt ee
Pre sid ent -
Chie f Lega l Coun s el Exec ut ive Co mm it tee o f B oard
the
per Board Charter/terms
their as of Pas s eng er c ar s

reference.
Targets set by them as O per ati ons
Com m itt ee Chi ef Fin anc ial He ad Sm all Et hic s and Com plian c e
O ffi ce r Ca r Pr ojec t Co mm it tee
agreed
management are with the
reviewed
periodically
and mid-course corrections H ead ERC H ead PCB U -IB Spec ia l Ne ed
B as ed Co mm it tee s
are
carried also The minutes
out.
VP -H R H ead -C orp Com m
of of
all the meetings
Committees of
before the
the Board
Board are
for placed H ead C VB U- IB C om pany Sec ret ar y

discussions/noting.
The relationship between the
H ead - Corp Plan nin g Sr. GM
Board,
Committees and the the senior (Go v t. aff ai r s & c ol l a b
s)
management
functions is illustrated Chi ef St rat egi c Chi ef In ter nal
Au dit or c u m Ch ief
alongside. So urc in g Eth ic s Co un se llor

4. AUDIT
COMMITTEE
4.1. The Audit Committee functions according to its Charter that
defines
accordance its withpowers, scope and Act,
the Companies role 1956,
in listing requirements and US
Company regulations
and isapplicable
reviewedto the
from time to time. Whilst, the full
Charteris
given below ais available
gist of on
the the Company ’s website,
scope of the Audit Committee:
36
a. Reviewing the quarterly financial statements before submission to
the on:Board, focusing primarily
•Compliance with accounting standards and changes in
•Major accounting policies and practices;
entries involving estimates based on exercise of
•Audit judgment by Management;
Qualificationsand significant adjustments arising
•Analysisout of audit; effects of
the alternative GAAP methods
•Compliance
on the
with financial
listing statements;
and other legal requirements concerning
•ReviewfinancialReportsstatements;
on the Management Discussion and Analysis
of financial
Operations and the condition,
Directors’ results of
•Overseeing
Responsibility
the Company’s Statement;
financial reporting process and
disclosure
including of
earnings its financial
press release information,
to ensure that the financial
and statements are correct, sufficient
•Disclosures made under the CEO and CFO certification and related
credible;
party
Boardtransactions
and to the
b. Shareholders.
Reviewing with the management, external auditorand internal
auditor,
systems adequacy of
and recommending internal control
improvementsto
c. Recommendingthe management.
the appointment/removalof the statutory auditor,
fixing audit fees and services
non-audit/consulting approving provided by the statutory auditors’
firms to
subsidiaries; evaluatingthe Company
auditors’ and its
performance, qualifications and
d. independence.
Reviewing the adequacy of internal audit function, coverage
and appointment,
frequency removal,
of internal audit,
terms of remuneration of the
e. Discussing performance
with the andinternal auditorand chief seniorinternal
managementauditor.
significant
follow-upinternal audit findings and
f. Reviewing thereon.
the findings of any internal investigation into
matters involving or suspected
irregularity a fraud
failure of or internal controlsystems of a
Board. material nature and report the matter to the
g. Discussing with the external auditorbefore the audit commences,
the wellnature
as and conduct
scope of post-audit
audit, as discussions to
h. Reviewing ascertain
the any area
Company’s of
financial concern.
and
i. risk management
Reviewing the policies.
functioning of the Whistle-Blower and
j. the legal
Reviewing the compliance
financialmechanism.
statements and investments
made by subsidiary companies.
4.2. During the year, the Committee reviewed 128 audit reportscovering
operational,
areas. financial
Key Management and compliance
personnel presented their risk mitigation plan to
the the Committee.
internal It
controlsystem also subsidiary
in reviewed companies, status on compliance
of
under the the
Charter Committees’ obligations that it
and confirmed fulfilled
4.3. its
The Chairmanduties and
of responsibilities.
the Audit Committee briefs the Board members
about Committee
Audit the significant discussions at
4.4. The meetings.
Committee comprises of 3 Independent Directors, all of
whom are and/or
finance financially literate and Mr
audit exposure. have Srelevant
M Palia is the financial
membersexpert. The
or quorum
one-third of the
its Committee
members, iswhichever
two is higher.
Duringthe
Committee period were
meetings under held
review,on 10
May Audit 2007, June 15,
17, 2007, July
24, 30,
2007, 2007, August29,
October 22,
2007, 2007, September
November 29, 2007, January 30, 2008,
Februaryof
The composition 14,
the 2008
Audit and March 18,
Committee and 2008.
attendance
at its meetings is as follows:
Composition V R Mehta (Chairman) S A Naik * S M Palia * R A Mashelkar * N N Wadia*
Meetings attended
*part of the year
10 2 9 4 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 Company’s Corporate
Headquarters
and are or
usually at its
attended plant bylocations
the Managing Director, the
Executive
Statutory Auditor Director,
and the Chief Internal
Cost Auditor. Auditor,
The Business the and
Operation
required. Heads are
The Company invitedto the
Secretary meetings,
acts as as
the Secretary of
headedbythe Audit Chief
the Committee.
InternalThe Auditor,
Internal Audit functionthe
reportsto Audit
Committee to ensure its independence.
4.7. The Committee relies on the expertise and knowledge of
management, the
independent Statutory internal
Auditor auditors
in carrying the out
and its oversight
if responsibilities.
required. It
Management is also uses external
responsible for expertise,
the preparation,
presentation
financial and
statements integrity
including of the Company’s
consolidated statements, accounting and
financial
Management is reporting principles.
also responsible for internal control over financial
designedreporting
to and compliance
ensure all procedures are
with accounting standards, applicable laws
and reviewing
objectively regulations and as well as
evaluating for
the adequacy, effectiveness and
of qualityof
internal the Company’s system
control.
4.8. Deloitte Haskins & Sells (Deloitte), the Company’s independent
Statutory
performing Auditor,
an is responsible
independent audit offor the Financial Statements and
expressing of
conformity an opinionfinancialon
those the
statements with accounting principles
generally accepted in India.
5. REMUNERATION
COMMITTEE
5.1. The Remuneration Committee of the Company is empowered
to review
Managing the
Director remuneration
and the of the
Executive Director, retirement benefits
to be
Retirement Benefit paid to them under
Guidelines approved the by the Board and deal
with matters
Stock Option pertaining to Employees’
Scheme.
5.2. The Remuneration Committee comprises of 2 Independent Directors
(including
Committee) and 2 the Chairman of
Non-Executive the Directors. Duringthe year under
meeting review, 1
was held on RemunerationCommittee
May 18, 2007. The composition of the
its RemunerationCommittee and attendance at
meeting
is as
follows: Wadia
Composition N N (Chairman) Ratan N Tata N A Soonawala V R Mehta S A Naik *
Meeting attended 1 1 1 1 1
* part of the year

5.3. The Chairman of the RemunerationCommittee was not present

toat the prior
some last urgent
Annual General Meeting due
commitments.
5.4.Remuneration Policy
a. The remuneration of the Managing and the Executive Director
is
Committee recommendedby
based on the Remuneration
criteriasuch as industry benchmarks, the
the Company
industry, ’s performance vis-à-visshouldered, performance/track record,
responsibilities
macro economic
remuneration packagesreviewof on
heads of other organisations and is
decided
The Company by
pays the Board by
remuneration of Directors.
way of salary, perquisites and
allowances
incentive (fixed and/or
remuneration component),
commission (variable components) to its
Managing
Directors. Annual and Executive
increments are decided by the
RemunerationCommittee
approved by the Members within and
the salary scale
are
effective from April 1, annually.
b. The remuneration by way of commission to the non-Whole-
time Directors
of is
Directors decided by
and distributed the to Boardthem based on their
contribution
and certain and meetings
Committee attendance as at the as
well Board time spent on
operational matters other than at the
38
 meetings. The Members had, at the Annual General
payment Meeting of held on
remuneration by July 21,
way of 2003, approved
commission the to the non-
Whole-time
of a Directors
sum not of the
exceeding Company,
1% per annum of the net
with the profits provisions
of the Company,
of the calculated
Act, for ain accordance
period of 5 years
is commencing amongst
distributed April 1, 2003. said
the The Directors
said commissionin accordance with
Attentionthe directives
of the given by
Members the
is Board. The the
invitedto Notice,
wherein
resolution for payment approvalof is sought
commission to by way
the of a
non-Whole-time
Special
years. Directors
Other than for sitting afees further
and period of
commission five
paid to Non Executive
pecuniaryDirectors there
relationship or were no material
transactions by the Company with
the Non Executive Directors.
c. A sitting fee of Rs.20,000/- for attendance at each meeting
of Committee
the Board,
andAudit Committee, Executive and Rs.5,000/-
RemunerationCommittee for Investors’
Ethics & Grievance Committee
Compliance and is
Committee paid to its Members (excluding
Managing
The sitting and Executive
fees paid/payable to Director).
the non-Whole-time Directors is
excluded
above limits of whilst calculating
remuneration in the
accordance with Section 198 of
the Act.
out-of-pocket expenses The Company
to also
Directors reimburses
attending meetings held at
the a city
Directors other than the one in which
reside.
d. The components of the total remuneration vary for different
grades
by of industry
employees patterns,
and are qualifications
governed and experience of the
employee,
him, his responsibilities
individual handled
performances,etc. by
The annual variable pay of
Company’ssenior performance
managers is
in linked to
general the
and their individual performance for
the
againstspecific relevant year is measured
major performance areas which are closelyaligned to
the
Remuneration Company’s
of employeesobjectives.
largely consists of basic remuneration,
perquisites, allowances and
performance
incentives.
5.5. The Directors’ remuneration and sitting fees paid/payable in respect of
the
given Financial Year 2007-08, is
5.5.1. Non-Executive
below:-
Directors (Rs. in Lacs
)
Name Commission (1 ) Sitting Fees Name Commission (1 ) Sitting Fees
Ratan N Tata 160 2.20 N
N Wadia 15 1.60
N A Soonawala 43 (2 ) 5 0.60
2.70 S A Naik
J J Irani 18 2.50 S
M Palia 26 2.60
V R Mehta 48 3.40 (2) 10 1.80
R A Mashelkar
R Gopalakrishnan
25 2.40
(1 )
payable in FY 08-09 (2 )
Part of the year

5.5.2. Managing and Executive

Directors (Rs. in Lacs)

Retirement
Name Salary Perquisites & (1 )
Allowances Commission Benefits (2 )

Mr Ravi Kant 51.60 41.97

210 13.93
Mr Praveen (3 ) 20.04 19.20 90 5.41
P
Mr P
Kadle (3 ) 28.22 17.61 140 7.62
M
(1 )
payable in FY 08-09 (2 ) excludes provision for encashable leave and gratuity as separate acturial valuation is not available
(3Telang
)
part of the year
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 Mr Ravi Kant Mr P M Telang( 1) Mr P P Kadle(1)
Managing Director Executive Director Executive Director
Period of Contract July 29, 2005 to June 1, 2009 May
18, 2007- Rs.to May 17, 2012 JulyRs. 11, 2006 to
Remuneration (2 ) 6,00,000/- p.m. Rs.
July 10, 2011
upto aSalary 4,00,000/- p.m.
Severance fees The6,50,000/-
Contract may be terminated by either party giving
maximumthe party p.m.
other paying six
six months’ salary
months’ notice inor the
lieu Company
thereof. There is no
of 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 Guidelines
Revised has in October
for 2005, age
retirement adopted
wherein the Managing and
Executive
years whilst all Directors
the retire at
Non-Executive the age retire
Directors of 65
at the age of
75
Retirement years. for
Policy The Managing
Company has
and also adoptedDirectors
Executive a which offers special
pension,retirement benefits
ex-gratia, medical including
and other benefits. In addition to
is the
entitledabove, to
the retiring
residential Managing
accommodation Directoror compensation in
quantum lieu andof accommodation
payment of on
the retirement.
said benefitsThe are subjectto
and is an eligibility
payable criteriaof
at the
the discretionretiring of directorBoard in
the each
individual
RemunerationCommittee. case The
on the Retirement
said recommendation of
Policy has the been approved
also
Annualby the
General Members Meetingat their
held
on September 11, 1995.
6. INVESTORS’ GRIEVANCE
COMMITTEE
6.1. The Investors’ Grievance Committee of the Board is empowered
to oversee
complaints the redressal
pertaining to of investors’
share/debenture transfers, non-receipt of
annual reports,issue of
payments, interest/dividend
duplicate certificates, transmission (with and without
legal representation)
and debentures of
and other miscellaneousshares
complaints.
6.2. Compliance Officer
Mr H K Sethna, Company Secretary, who is the
Compliance
Tata Motors Officer,
Limited, can
Bombay be contacted
House,24, at:-
Homi Mody
Street,
Tel: 91 Mumbai
22 –
6665 8282, 91 400 001,
22 India
6665 7824 I Fax : 91
22
Complaints 6665 queries
or 7260 I Email be
can : inv_rel@tatamotors.com
forwarded to our
Registrars at csg-unit@tsrdarashaw.com
6.3. The status on the total number of complaints received
during Description
the FYReceived
2007-08, is
Replied Pending
as follows:-
A Letters received from Statutory Bodies
Securities and Exchange
Ministry Board of India 7 7 0
Company 2
Stock Exchanges
20 Affairs
Depositories 4 4 00 0 0
B Legal Matters
Court/Consumer Forum Matters 0
00
C Dividends
Non-receipt of 59 59 0
(pendingreconciliation
dividend/interest at
warrants the time
Fraudulent
of receipt of
encashment letters)
of
D Letters in thedividend/Interest warrants
nature of reminders/ 000
complaints 000
Total Correspondence 72 72 0

6.4. There were no pending share transfers pertaining to the Financial

correspondence
Year ended Marchidentified
31, 2008. as
The investor complaints are letters received
throughand those
bodies Statutory/Regulatory
related to Court/Consumer forum matters (where the
and is accused
Company/Registrar of
is deficiency
involved in service), fraudulent
encashment and non-receipt of dividend amounts.
40
6.5. The Investors’ Grievance Committee comprises of an Independent
Non-Executive
Director as Director
the and thea
Chairman, Managing Director. Duringthe year
under meetings
Committee review, 2
were Investors’
held on Grievance
July 9, 2007 and November 30,
2007. Committee
Grievance The composition of
and attendancethe Investors’
at its
meetings is given hereunder:-
Composition S M Palia R Gopalakrishnan Ravi Kant Praveen P Kadle * S A Naik *
(Chairman)
*
Meetings attended
12211
* part of the year
6.6. On recommendations of the Investors’ Grievance Committee, the
Company initiatives
friendly has taken like
various
sending investorreminders to investors who have
lot scheme,
not claimedsendingtheir nominations
dues, launching forms, launching
an odd a shareholders
visits, discount
etc. Criticalscheme,feedback, arranging factory and suggestions received
complaints from
investors
addressed are considered and
appropriately.
7. OTHER
COMMITTEES
7.1. The Executive Committee of Board reviews capital and revenue budgets, long-
and plans, the organizationalstructure of
term business thestrategies
Company, real estate and
of investment
shares transactions, borrowing
and/or debentures, allotment and other routinematters. The
mattersCommitteepertaining to
also discusses legal cases,
the acquisitions and divestment, new
business
Duringthe forays under
year and review,
donations. 7 Committee meetings were held on
17, May September
2007, 3, 2007, 28,
June 2007,
28, 2007, September
October 5, 2007, November
7.2. The 30, 2007 and
composition of March
the 18, 2008. of
Committee Board and attendance
at meetings, is given hereunder:-
Composition Ratan N Tata N A Soonawala J J Irani R Gopalakrishnan N N Wadia Ravi Kant Praveen P Kadle *
(Chairman)
Meetings attended 5 7 6 7 3 7
3
* part of the year

7.3. The Executive Committee of Donations Committee in September

the Corporate
Board formed Social a Responsibility (CSR) in January 2003 comprising
2006, and a of
Committee and the
Director the
Senior Management which meets from Managing
time to time to
fulfill the
responsibilities community
of its and social
stakeholders. Committee of the was constituted with the
7.4. The Nominations objective of
Board
directors to be inducted on theidentifying
Board from independent
time to time
the and from
Board to take to
time steps time.
to refresh members
The the constitution
of of
this Committee
are
Tata, Mr -
N Mr
A N N
Soonawala Wadia Mr
and (Chairman),
S Mr
M Ratan Duringthe
Palia. N
year under review,
Nominations there were no meetings of the
7.5. The Committee.
Ethics and Compliance was constituted to formulate policies
Committee
implementation of the Tata Code of relating
Conduct to for thePrevention of
the Insider
monthly Trading (the
reportson Code), take
dealings on
in record
securities by the “Specified
Persons”
respectof and of
violations decidethe
penal applicable
action in regulations/the Code. During
of the year under were
Committee review,held on2 meetings
July 9, 2007 and November
30,
Compliance 2007. The and
Committee composition of
attendance the
at Ethics and
its
meetings is given hereunder:-
Composition S M Palia S A Naik * R Gopalakrishnan
(Chairman)
Meetings
attended
* part of the year 1 1 2

7.6. Mr C Ramakrishnan, Chief Financial Officer, acts as

7.7. the Compliance
Apart from the Officer
above, the under the
Board of said Code. also
Directors constitutes
Committee(s)
terms ofof reference,
directors aswith specific
it may deem fit.
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
required tocompany
have an and hence, it
Independent is
Director not of the Company on
Audit Committee
the Board also
of reviews the
such subsidiary financial
company. statements
The of the
Subsidiary
Committee Companies. investments
also reviewed The Board madeand by Audit the Company’s non-listed
under subsidiaries during the year
8.2. The minutes of all the subsidiaries are placed before the
review.
Board of
attention ofDirectors
the of the isCompany
Directors drawn toand allthe significant
transactions
subsidiary and arrangements entered into by the
companies.
9. GENERAL BODY
MEETINGS
9.1. Location and time of
General
Date Year Type Meetings
Venue Time
July 9, 2007 2006-2007 Annual General Meeting Birla 3:00
July Matushri2006 2005-2006
11, SabhagarAnnual General 19, Sir
July Meeting 3:00
11, p.m
2005 2004-2005 Annual General Thackersey p.m.
April Meeting 3.30
26, p.m. Court
2005 2005-2006 Convened Mumbai –Marg,
Vithaldas
Meeting 4:00 p.m. 400
9.2. All resolutions moved at the last Annual General Meeting
020
were passedofby members
majority a show of hands by the requisite
9.3. The attending
following theare meeting.
the Special Resolutions passed at the
General
AGM/EGM heldMeetings
on Summary held in the past 3 years:
July 9, 2007 Change in place
July of
11, keeping
2006 registers/records
Raising of additional long term resources not
exceeding incremental
Rs.3000 crores orfunds itsof equivalent of
July 11, the
2005 No Special Resolution Company.
was
April passed 2005
26, in this
(EGM) meeting. convened
Court meeting for approving the
Scheme of Finance Limited
Re-organisation andwith Amalgamation
the of Tata
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
significant
Report, there related
were partyno transactions that may have potential
other materially conflict
at with the interests of the Company
10.2. The Company has complied with various rules and regulations
large.
and Exchange
prescribed by Board Stock ofExchanges,
India orSecurities
any other statutory authority
last 3relatingyears. No to the capital or
penalties marketsstrictures
during have
the been
10.3. The imposed
Managing byDirector them on(CEO) the Company.
and the Chief Financial Officer
accordance
(CFO) have with Clause 49to ( V)
certified the ofBoardthein Listing Agreement pertaining
Financialto CEO/CFO
Year ended Marchcertification for the
10.4. The Audit2008.
31, Committee and the Board have adopted a Whistle-Blower
mechanism
Policy whichfor all
provides employees
a formalof the Company to approach
the
Committee Management
in of
case where the Company
concern (Audit
involves the Senior
to the Management
Management) and about
make unethical
protective behaviour,
disclosures actual or suspected
Code of fraud Conduct
or violation
or of
ethics the
policy. Company’s
The disclosures reported are
time frames prescribed
addressed in in
the the
mannerPolicy.Theand Company
within the affirms that
no
denied access employee
to the of
Audit the Company has been
Committee.
10.5. All mandatory requirements as per Clause 49 of the Listing
Agreement have been complied
Company. with by the
10.6. The status of compliance in respect of non-mandatory requirements of Clause 49 of
Listing
Agreement is as follows:-
• Chairman of the Being the Group Chairman, the Company does
Board:
incurred by the not reimburseChairman
Non-Executive expensesfor maintenance
of a separate Chairman’s office.
42
 • Remuneration Committee: Detailsare given under the heading .
• Shareholder Rights: A half ‘Remuneration
yearly declaration Committee’
of financial performance,
significant events inincluding
the last six
summary months,
of is sent to all
Resultsthe are also put
shareholders. The up on
Quarterly/Annualthe Company’s
Financial website,
www.sebiedifar.nic/Corporate
besides being available Filing and
on Dissemination
the SEBI’s website
• Audit System
Qualifications: During the
(CFDS). year under review, there was no
Company’s financial auditstatements. Thein Company
qualification the continues to adopt
of unqualified
best practices financial
to ensure a regime
• Trainingstatements.of Board The Directors interact with the
open
Members:manner on information
management that in may a be very required
free and by
Independent
them Directors
on are
orientation encouraged to
and factoryvisits. attend
The training programmes
interestthat to may thebe Directors
of in
relevance discharging
and their responsibilities
• Mechanism
to thefor Company’s
evaluating stakeholders.
non-executive Board The performance evaluation
executive
Members: members is done by the Board annuallyof based
non- on
Board/Committee
criteriaof Meetings
attendance as and also for
contributions the
at role
• Whistleplayed other than Blowerat The Company
Meetings. has adopted a Whistle-Blower
Mechanism: given
disclosure Policy. Please refer to
11. above.
MEANS OF
COMMUNICATION
The Quarterly, Half Yearly and Annual results are regularly submitted
with
to the
the ListingAgreement
Stock Exchanges and in are published
accordance in Indian Express,
These Financial
results are Express
simultaneously posted on
and Loksatta the Company’s web-site
(Marathi). -
www.tatamotors.com.
information regarding the The
performance of the Company is shared with
throughthe ashareholders
half yearly
every communiqué
six monthsand the Annual Report.
made to The institutional
official news releases
investors/analysts and also
are presentations
posted on
The ‘Investor the Company’s
Relations’ website.
sectionserves to inform the investors by
like details
providing of Directors, Financial
key and timely information Results, Annual Reports,
AnalystsShareholding Pattern,
etc. Members presentations
also have the made facilityof
to raising their
throughqueries/complaints
a facilityprovided
on share on
related the
matters
The Annual ‘Investor Relations’
Report, section.
quarterly results,shareholding pattern of the
EDIFAR
Company website were also www.sebiedifar.nic.in
posted on the SEBI till the quarterended December
31,
was replaced 2007, with
after Corporate
which the same and Dissemination
Filing System
to view
(CFDS). information
The filed
CFDS by portal listed
is companies.
a single From
source the quarterbeginning
and communications
October 1, to
2007, BSE
all and NSE are
disclosures filed electronically through
the
said disclosures CFDS andportal. correspondence
Hard copies of the
are also filed
with the Stock Exchanges.
12. GENERAL INFORMATION FOR
MEMBERS
12.1. Annual General
Meeting
Date and Time Thursday, July 24,
Venue Birla Matushriat
2008 Sabhagar,
3:00 19, Sir Vithaldas
Date of Book Closure June Thackersey
p.m.
18, 2008 Marg, June
to Mumbai 400 020
Dividend Payment Date July 26,
25, 2008
2008. (both dividend
The days warrants will be
inclusive)on
posted or after July 25, 2008
12.2. Postal Ballot
The Company is in the process of conducting the Postal
Ballot
the for
following obtaining shareholders approval for
Item No.resolutions:
Description of Resolution
1 Ordinary Resolution to accord the consent of the Company
for of increase
the in Capital
the ClauseAuthorised
in the Share Capital and alteration
2 Special Memorandum to of accord
Resolution Association
the of
consent of the the
3 SpecialCompany Company.
Resolutionfor alteration
to of
accord the the
consent Articles
of of
the
Association.
4 Ordinary
CompanyResolution for raising accord
to of additionalconsent
the long
of term
the
resources.Resolution
Company
5 Ordinary for increase
to in
accord borrowing
the consent limits.
of
The the
results of Company
the for creation
Postal Ballot will be of charges.
noted
and taken on
record at
Meeting ofthe forthcoming Annual General
the 43
Company.
 MOTORS
Sixty-third annual report
2007-08
Tata Motors Limited

12.3. Financial Calendar

Financial reporting for the quarter ending
FinancialJune 30,
reporting2008 Last
for week
the of
quarter July
ending September
2008
Financial30, 2008
reporting Last week
for of
the October ending
quarter 2008 December
31, 2008 Last week of January 2009
Financial reporting for the quarter year ending
March
Annual General 31,
Meeting 2009 Lastthe
for week
year of
ended May 2009
March 31, 2009 Mid July 2009
12.4. Listing
The Company’s securities are listed on the Bombay Stock Exchange
Limited
Exchange of(BSE)India
and Limited
National Stock
(NSE).Pursuant to the shareholders’
approval
2003, the Companyat their applied
had meeting held delisting
for on July of21, its Ordinary
CompanyShares has
from delisted
various Stock securities
its Exchanges. from
The the Madhya Pradesh
Stock
from October Exchange Limited (MPSE) with effect
18, 2007.
12.5. International Listing
The Company’s Depositary Receipts Programme was listed on the New
York Stock 27,
September Exchange (NYSE)
2004 through w.e.f conversion of
the its existing
International Depositary
into American Global Depositary Shares (GDSs)Please also refer to
Shares (ADSs). the
sectionon
details pertaining ‘Outstanding
to Securities’
international for
listing of Foreign
Currency Convertible Notes.
12.6. Other details
The ISIN Nos. for the Company’s Ordinary Shares is INE155A01014.
The Shares
Ordinary Stock atcodes BSE
of the
is Company’s (rolling
‘500570’ . The
settlement)
relevant and
details of at
the NSE
ADRs is ‘TATAMOTORS’ following
listed on NYSE:- are the
Type Ticker Symbol Description Currency ISIN CUSIP SEDOL
ADR TTM Common Shares INR US8765685024 876568502
B02ZP96US
12.7. Two-way Fungibility of Depositary Receipts
The Company offers foreign investors the facilityfor conversion of
Ordinary
limits Sharesfor
permissible into two-way
ADRs withinFungibility,
the as announced by the
Reserve
dated February Bank of India vide its circular
13, 2002.
12.8. Market Information
Market price data - monthly high/low and trading volumes
on BSE/NSE
Company’s Ordinary depicting
Shares onliquidity
the of
said the
exchanges is given hereunder :
Bombay Stock Exchange Limited National Stock Exchange of India Limited
Month High (Rs.) Low (Rs.) No. of Shares High (Rs.) Low (Rs.) No. of Shares
Apr ’07 766.90 669.25 8694248 766.60 670.90
35133629
May ‘07 757.50 707.95 7149921 755.70 708.00
29592865
Jun ’07 747.15 641.35 6601634 747.95 641.20
35411306
Jul ’07 778.05 684.05 7674826 776.75 682.20
33718919
Aug ’07 701.85 618.95 11932623 701.75 619.50
35804584
Sep ’07 778.15 685.35 4858388 776.90 684.75
22139145
Oct ’07 830.40 757.70 7893094 830.55 757.85
33215965
Nov ’07 755.20 684.95 3541130 754.80 684.35
19237331
Dec ’07 775.45 691.10 3294581 775.45 690.70
17201680
Jan ’08 794.25 653.55 6534123 793.55 650.90
30245983
Feb ’08 769.95 692.90 3043441 770.00 693.90
15872964
Mar ’08 702.65 606.35 5516242 704.35 609.40
21487862
44
12.9. The Performance of the Company’s Stock Price vis-à-vis Sensex and Auto
Index:
I n d ex
200

175

150

12 6
125

100
93

85
75

50

25

0
2 - Apr - 0 7 7 - Ma y - 0 7 6 - Jun - 0 7 6 - Jul - 0 7 7 - Aug- 0 7 7 -S ep- 0 7 1 0 - Oc t - 0 7 9 - N ov - 0 7 1 1 - D ec - 07 1 4 - Ja n - 0 8 1 3- F eb- 0 8 1 7- Ma r - 0 8

Tot a l A uto I nde x Ta ta M ot ors B S E Se nse x

All figures rebased to April 2, 2007 = 100

12.10.The monthly high and low of the Company’s ADRs is given

below: (in US $)
Month High Low Month High Low
April ‘07 19.09 15.94 October ‘07 20.85
19.30
May ‘07 18.64 17.33 November ‘07
18.70 16.75
June ‘07 18.78 16.00 December ‘07 19.59
17.37
July ‘07 19.09 16.64 January ‘08 19.95
17.68
August ‘07 17.16 15.56 February ‘08 19.83
17.52
September ‘07 19.14 16.84 March ‘08
17.60 14.98
12.11.Registrar and Transfer Agents:-
Members are requested to correspond with the Company’s Registrar
and Transfer
Limited quoting AgentsTSR Darashaw
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 Dr.
20, Patrawala
E Industrial
Moses Estate,
Road, Mahalaxmi, Mumbai – 400 011.
Tel:
e-mail :022-6656 8484; Fax: 022
csg-unit@tsrdarashaw.com; - 6656 8494;
website:www.tsrdarashaw.com
ii. For the convenience of investors based in the following
cities,also
transfer
be documents
accepted atand letters
the will
following branches/agencies
1 of TSR
503, Darashaw
t h Floor,
Limited:-
84, Mahatma Gandhi Road,
Tel : 080– Barton
25320321, Fax : Bangalore
080-25580019,- e- 560 001
mail
2 :Bungalow Centre, 5
tsrdlbang@tsrdarashaw.com
No.1, “E” Road, Northern Town,
Tel :Bistupur,0657 –Jamshedpur2426616,– 831
Fax :001 0657
3 – Tata 2426937, e-mail :
st Floor, 43, Jawaharlal Nehru Road,
Tel tsrdljsr@tsrdarashaw.com
: 033 – 22883087, Kolkata
Fax – : 700033 071–
4Centre, 122883062,
Plot No.2/42,e-mail :
Sant tsrdlcal@tsrdarashaw.com
Vihar, Ansari Road,
Tel :Daryaganj,
011 –New Delhi –
23271805, 110
Fax :002 011 –
23271802, e-mail : tsrdldel@tsrdarashaw.com
Agent: Shah Consultancy Services LimitedSumatinath Complex, 2nd Dhal,
Road, Pritam Nagar,
Ahmedabad Ellisbridge,
- 380 Ashram
006 e- shahconsultancy@hotmail.com
Telefax: 079–2657 6038, mail:

45
 MOTORS
Sixty-third annual report
2007-08
Tata Motors Limited

12.12.Share Transfer System

Securities lodged for transfer at the Registrar’s address are
normally
date of processed ifwithinthe
lodgement, 15 documents
days from are the clear in all respects.
are All requestsand for
processed the dematerialization
confirmation is of securities
given to the depositories
within
the 15
Company days. SeniorExecutives
are empowered to of approve transfer of shares
matters.and debentures
Grievances and other from
received investorinvestors
related and other miscellaneous
address,correspondence
mandates, on
etc. changeprocessed
are of by
the Registrars within 30 days.
12.13.Secretarial Audit
•Pursuant to Clause 47(c) of the ListingAgreement with the Stock
Exchanges, certificates,
yearly basis, have been issued by on half-a Company Secretary-in-Practice
for
transfer due compliance
formalities by of share
•A the
qualified
Company.
practicing Company Secretary carried out a
Secretarial
admitted Audit to withreconcile
capital NSDL and theCDSL total
and the total issued and listed
the capital. The
total issued/paid up audit confirms
capital is that
in agreement with the
physicalaggregateform andof the total number of shares in
•Pursuant dematerialised
to
form (held with NSDL and CDSL).
SEBI (Depositories and Participants) Regulations, 1996,
certificates
received have fromalsoa been Company Secretary-in-Practice for dematerialization
and for of the shares aof
conducting the Company
secretarial audit on a quarterly basis
Company. for reconciliation of the share capital of the
12.14. Shareholding
Pattern
As on March 31, 2008 As on March 31, 2007 % Variance
Category No. of shares % No. of shares % 08 v/s 07

Promoters 128819405 33.42 128827405 33.43

Mutual 0.01
Funds and Unit Trust of India 10160944
2.63 20531036 5.33 2.7
Government Companies, Financial 57079243 14.81 42716106 11.08 ( 3.73
Banks andInstitutions,
Insurance )
companies
Foreign Institutional Investors 65388543 16.96 76461953
19.84
NRIs, Foreign 2.88companies and ADRs 79068379 20.51
72515080 18.82 ( 1.69 )
Others 44987440 11.67 44322305 11.50 (
0.17 )
12.15. Distribution of shareholding as on March 31, 2008

Range of Shares Shares held in No. of Holders

Physical % to Electronic % to Physical % to Electronic % to
Capital Capital Holders Holders
1 – 100 1732318 0.45 5129112 1.33 51486
17.63
101 162119
- 55.5500 4180212 1.08 9966320 2.59 18673 6.39
40979
501 14.03
- 1000 1953958 0.51 6084789 1.58 2818
0.96 8538 2.92
1001 - 5000 2444419 0.63 9893592 2.57 1362 0.47
5217
5001 1.79
- 10000 403015 0.10 2465494 0.64 60
0.02 355 0.12
Above 10000 26437791 6.86 314812934 81.66 27 0.01 463
0.16
Total 37151713 9.63 348352241 90.37 74426 25.48 217671 74.52

46
12.16.Top shareholders (holding in excess of 1% of capital) as on March 31, 2008
Name of Shareholder No. of shares held % to paid-up capital
Tata Sons 84487717 21.92
Ltd.
Citibank NA as Depository for
Tata ADR
Steel holders 48912955 12.69 32378410 8.40
Life Ltd.
Insurance Corporation of
India 37878751
Daimler Chrysler 9.83 25596476 6.64
HSBC AG Global Inv Funds A/c HSBC Global Investment
Tata Funds
IndustriesMauritius Ltd. 7942466 2.06 7734255 2.01
FID Ltd.
Fund (Mauritius) Limited
5928309
Europacific 1.54 Fund
Growth
5872644
The 1.52
New India Assurance
First Co.
Eagle Ltd.
Funds5281110
A/c 1.37First Eagle
Global Fund 4362480 1.13
12.17. Dematerialisation of shares
Electronic holding as on March 31, 2008 by Members comprises
90.37%paid-up (previous
Ordinaryyear–90.09%) of
Share Capital the of the Company held through
88.90% the National
(Previous Securities
Year – Depository
88.69%) Limited-
and Central Depository Services
1.40%).(India) 74.52%
Limited –
of 1.47% number
the (Previous Year– shareholders hold shares in
of
dematerialised form (previous year 65.99%).
12.18. Outstanding securities
Foreign Currency Convertible Notes
•60–1%Convertible Notes (due 2008) of US$ 1000 each, aggregating US$
100
2003 may, million at issued
the in July
option of the Note holders, be
converted
Rs.250.745 per into at
share 11045 anytime
ADSs/Ordinary Shares at
•2910 -ZerouptoCoupon
July 1, Convertible
2008. Notes (due 2009) of US$ 1000 each,
aggregating
issued in US$2004100 may,
April million
at the option of the Note holders,
be
Shares/ADSs atconverted into
Rs.573.106 per 2,22,678 Ordinary
share at any
•3,00,000-1% Convertible Notes (due 2011) of
time upto March 28, 2009. US$ 1000 each, aggregating
in US$April3002004million
may, at issued the option of the Note holders, be
ADSs atconverted into per
Rs.780.400 168,56,740 Ordinary
share at any Shares/
•1176 - timeZero uptoCoupon
March 28, Convertible
2011. Notes (due 2011) of JP¥
10,000,000 each aggregating
11,760,000,000 (equivalent JP¥US$ 100 million) issued in March 2006
may,
holders, at
be the option
converted of the Note
into 44,14,916 Ordinary Shares/ADSs at
Rs.1001.39 per
February share at any time upto
•4900 - 19,2011.
Zero Coupon Convertible Alternative Reference Securities
(due 2012)
aggregating US$of 490 US$million
100,000 issued
each
in July 2007 may, at the
option of
into 2,06,97,115 the Note Shares/Qualified
Ordinary holders, be converted
Securities/ADSs at
Rs.960.96
June 12, per share at any time upto
The following 2012.
are the relevant
details of the notes:
Type Description Currency Cusip ISIN Nos. Listing at
1% Notes (due 2008) Rule 144A US$ 876568AD8
US876568AD85 Luxembourg Stock Exchange
1% Notes (due 2008) Reg S US$
Y8548TAD3
Notes (due USY8548TAD38
2009) Reg S US$ Y8548TAE1 USY8548TAE11
Singapore Stock Exchange
1% Notes (due 2011) Reg S US$
Y8548TAF8 USY8548TAF85
Zero Coupon Notes (due 2011) Reg S JP ¥
024521788 XS0245217889
Zero Coupon Notes (due 2012) Reg S US$
030788176 XS0307881762

47
 MOTORS
Sixty-third annual report
2007-08
Tata Motors Limited

12.19. Plant Locations

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

12.20 Address
- for correspondence
580007
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 dep osits and
redeemed and interest thereon:-
debentures
(i) Pursuant to Sections 205A and 205C of the Act, all
unclaimed/unpaid
money, dividend,
debentureapplication
interest and interest on deposits
and as well as
deposits principalto
pertaining amount
the of
Company debentures
and erstwhile Tata
Financeor
unpaid Limited
unclaimed ( TFL)a
for remaining
period of 7 years from the
date they to
been transferred becamethe due for
Investors payment,
Education have Protection
and Fund
(IEPF)
Government. established by the Central
(ii) In case of non receipt/non encashment of the dividend
warrants, Members
correspond with theare Company’s
requested Registrars/the
to Registrar of Companies,
as mentioned hereunder:
Dividend for Whether it Contact Office Action to be taken
can be claimed
2002-03 to 2006-07 Yes TSR Darashaw
Limited Letter on plain paper.
2000-01 and 2001-02 N.A. - Not
Applicable due to non declaration of
dividend
1995-96 to 1999-2000 No TSR Darashaw Limited None.
1978-79 Already transferred
to to IEPF.
1994-95 Yes Office of Claim in II the
the Registrar of Companies,
Complex, ‘A’ Wing, 2nd Unpaid Form
Dividend
CGO CBD –floor, Next
Belapur,to RBI,
Navi (TransferNo.
General Revenueof
to Companies
Maharashtra
MumbaiTel. :- Central Government)
Account of the
400614. 91 22 2757 Rules, 1978.
(iii) Following table gives information relating 6802 to outstanding dividend
accounts
for and dates when due
transfer
to
Financial Year Dividend / Payment Date Proposed Date for transfer to IEPF *
IEPF:-
2002-03 July 22, 2003
August 18, 2010
2003-04 (Interim) February 20, 2004
March 20, 2011
2003-04 (Final) July 8, 2004
August 16, 2012
2004-05 July 12, 2005
August 20, 2013
2005-06 July 12, 2006
August 20,
2006-07 July 2014
10, 2007
August 18, 2015
* Indicative dates and actual dates may vary.

48
(iv) While the Company’s Registrar has already written to the
Members, Debenture
Depositors informing holders and
them about the due dates of transfer to
of IEPF stakeholders
the for these is
payments, attention
again drawn to this
(v) Investors matter
of through
the the
Company Annual
and of Report.
the erstwhile TFL
who unpaid
have amounts
not yet are encashed
requestedtheir tounclaimed/
do so at the earliest.
12.22.Other facilities of interest to shareholders holding shares in physical form
• Nomination facility: Shareholders who hold shares in single name and wish
nomination in to
respectof make/change
their shares asthe permitted under Section
109A
Registrars of the
and Transfer Act, may
Agents,submit to
the the
• prescribed Form 2B.
Bank details: Shareholders are requested to notify/send the following
and Share Transferto the
Agentsto Company’s Registrars
facilitate
a. better services:-
Any changein their
b. address/mandate/bank
Particulars of the details,and
bank account in which they wish
their have
dividend
not to
been be credited, in case they
furnished earlier.
Shareholders are advised that respective bank details and address
as furnished
Company by them
will be to the
printedon their dividend warrants as a
measure
encashment. of protection againstfraudulent
• Odd lot facility: Having regard to the difficulties experienced by
shares held by shareholders
them in oddin lots,disposing
the off
Company’sthe Registrars and
for Transfer
the Agentshave
purchase of frameda
such shares.scheme Interested shareholders may
contact
details. the Registrars for further

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
confirmAgreement with
that, all the
the Stock Exchanges,
Directors and theI hereby
Senior Management personnel of
to the
their Company
respective have
Codes affirmed
of compliance
Conduct, as applicable to them for
the Financial Year ended March 31, 2008.
For Tata Motors
RAVI Limited
KANT
Managing
Director
Mumbai, June
3, 2008

AUDITOR’S CERTIFICATE ON CORPORATE

GOVERNANCE

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

50