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184
Sixty-Seventh Annual Report 2011-2012
Notes :
(2) Natureof security (on loans including interest accrued thereon) :
(a) Rated, Listed, Secured, Credit Enhanced, 2%Coupon, PremiumRedemption Non-Convertible Debentures amounting to
`
3,400 crores (including current
maturities of long term debts) are 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 Englishmortgage of the Company’s lands, freehold and leasehold, together
with all buildings, constructions and immovable andmovable properties situated at Chinchwad, Pimpri, Chikhali andMaval 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.
`
350 crores are
classified as current liabilities being maturing before March 31, 2013.
(b) Rated, Listed, Secured, 9.95%Coupon, Non-ConvertibleDebentures amounting to
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200 crores and 10.25%Coupon, Non-ConvertibleDebentures amounting
to
`
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) Privately placed Non-Convertible Debentures amounting to
`
1,554 crores are fully secured by :
i)
First charge on residential flat of Tata Motors Finance Limited (TMFL), a subsidiary of the Company.
ii)
Pari passu
charge is created with the security trustee for loans from banks on:
-
All receivables of TMFL arising out of loan and trade advances,
-
All book debts of TMFL arising out of loan and trade advances.
iii) First charge on secured / unsecured loans given by TMFL as identified from time to time and accepted by the debenture trustee.
iv) Any other security as identified by TMFL and acceptable to the debenture trustee.
v)
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525 crores are classified as current libilities being maturing before March 31, 2013.
(d) Loans frombanks are secured by hypothecation of existing current assets of the Company viz. stock of rawmaterials, 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 bothpresent and future.
(e) Term loans from banks amounting to
`
2,100 crores are secured by a
pari passu
charge in favour of the security trustee on receivables and book debts
arising out of loans and advances and such current assets as may be identified by TMFL from time to time and accepted by the security trustee.
(3) ForeignCurrencyConvertibleNotes (FCCN) andConvertibleAlternativeReference Securities (CARS) :
The Company issued the FCCN and CARS which are convertible into Ordinary shares or ADSs. Additionally, CARS can be converted into Qualifying Securities*
in case there has been a Qualifying Issue as per the terms of Issue. The particulars, terms of issue and the status of conversion as at March 31, 2012 are given
below :
NOTESFORMINGPARTOFCONSOLIDATEDFINANCIALSTATEMENTS
* Qualifying Securities holders will have no or differential voting rights in comparison to the existing shareholders and will have no rights to withdraw
the underlying Shares except upon certain conditions as per the terms of issue.
@ Increased due to cash dividend distribution antidilution adjustment as per terms of issue.
** Classified as current liabilities as maturing before March 31, 2013.
Issue
1%FCCN (due 2011)
0%CARS (due 2012) **
4%FCCN (due 2014)
Issued on
April 27, 2004
July 11, 2007
October 15, 2009
Issue Amount (in INR at the time of
US $ 300 million
US $ 490 million
US $ 375 million
the issue)
(
`
1,315.50 crores)
(
`
1,992.71 crores)
(
`
1,794.19 crores)
Face Value
US $ 1,000
US $ 100,000
US $ 100,000
Conversion Price per share
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780.400
`
960.96
`
623.88
at fixed exchange rate
US $ 1 =
`
43.85
US $ 1 =
`
40.59
US $ 1 =
`
46.28
Reset Conversion Price
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736.72
`
181.43
`
121.34
(Due to Rights Issue,GDS Issue
and subdivision of shares)
US $ 1 =
`
43.85
US $ 1 =
`
40.59
US $ 1 =
`
46.28
Exercise Period
June 7, 2004 to
October 11, 2011 to
November 25, 2009
March 28, 2011
June 12, 2012
(for conversion into shares or GDSs)
and October 15, 2010 (for conversion
into ADSs) to October 9, 2014
Early redemption at the option of
any time (in whole but not in part)
i) after October 11, 2011 at our
i) any time on or after October 15,
the Company subject to certain
in the event of certain changes
option (in whole but not in part)
2012 (in whole but not in part) at our
conditions
affecting taxation in India
option
or
or
ii) any time (in whole but not in ii) any time (in whole but not in part)
part) in the event of certain
in the event of certain changes
changes affecting taxation in India affecting taxation in India
Redeemable on
April 27, 2011
July 12, 2012
October 16, 2014
Redemption percentage of the
Principal Amount
121.781%
131.820%
108.505%
Amount converted
US $ 299.10 million
Nil
US $ 257.60 million
Aggregate conversion into Shares
/ ADRs
2,29,50,915
Nil
1,94,23,734
Aggregate Notes Redeemed
898
Nil
Nil
Aggregate Notes Bought Back
Nil
170
Nil
Notes Outstanding as at March
31, 2012
Nil
4,730
1,174
Amount outstanding as at March
US $ 473.00 million
US $ 117.40 million
31, 2012
Nil
(
`
2,406.74 crores)
(
`
597.36 crores)
Aggregate amount of shares that
could be issued on conversion of
outstanding notes
Nil
10,58,18,480
4,47,77,255@