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Sixty-Seventh Annual Report 2011-2012
DECLARATION BYTHE CEOUNDER CLAUSE 49 OF THE LISTING AGREEMENT REGARDING ADHERENCE TOTHE CODE OF
CONDUCT
In accordance with Clause 49 sub-clause I(D) of the Listing Agreement with the Stock Exchanges, I hereby confirm that, all the
Directors and the Senior Management personnel of the Company have affirmed compliance to their respective Codes of
Conduct, as applicable to them for the Financial Year ended March 31, 2012.
For Tata Motors Limited
P MTelang
Managing Director - India Operations
Mumbai, May 29, 2012
PRACTISINGCOMPANYSECRETARIES’CERTIFICATEONCORPORATEGOVERNANCE
TOTHEMEMBERS OFTATAMOTORS LIMITED
We have examined the compliance of the conditions of Corporate Governance by Tata Motors Limited (‘the Company’) for the year
ended on March 31, 2012, as stipulated in Clause 49 of the Listing Agreement of the Company with the Stock Exchanges.
The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited
to a review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions
of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, and the representations made by
the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as
stipulated in the above mentioned Listing Agreement.
We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
For Parikh & Associates
Practising Company Secretaries
P.N. PARIKH
FCS: 327 CP: 1228
Mumbai, June 21, 2012