Considering the Company's financial performance, the Directors recommended a dividend of 4/- per share (200%) on the capital of 2,70,77,31,241 Ordinary Shares of 2/- each (previous year: 20/- per share (200%) on share of face value of 10/- each) and 4.10 per share (205%) on 48,19,59,190 'A' Ordinary Shares of 2/- each (previous year: 20.50 per share (205%) on share of face value of 10/- each) fully paid-up for FY 2011-12 and will be paid on or after August 14, 2012. The said dividend, if approved by the Members, would involve a cash outflow of 1,464 crores (previous year: 1,466 crores) including dividend distribution tax resulting in a payout of 118% (previous year: 81%) of the standalone profits for the year and 11% (previous year: 16%) of the consolidated profits of the Company.

As a step towards better liquidity and increased investor participation, the Company undertook a sub-division of face value of its Ordinary Shares and 'A' Ordinary Shares (collectively "the Shares") from 10/- to 2/- per share with effect from the Record Date i.e. September 13, 2011. New ISINs - INE155A01022 for Ordinary Shares and IN9155A01020 for 'A' Ordinary Shares have been obtained from the Depository. Consequently, the sub-divided Shares were credited to the respective depository accounts of Members holding shares in electronic form and new share certificates were issued to Members holding Shares in physical form.

Global markets had a mixed year with the US showing recovery, European countries continue to face a crisis, while Asia, China in particular, continued on a healthy growth trajectory.

After a strong performance in FY 2010-11, the Indian economy showed signs of slowdown in FY 2011-12, due to inflationary pressures. Measures taken to arrest inflation adversely impacted growth which dropped to 6.9% from 8.6% in the previous financial year. The year also witnessed a sharp deceleration in manufacturing activity mainly due to monetary tightening, weak external demand and lack of investment activity. The Indian automotive industry continued to grow, albeit at a reduced rate of 7.2%. The Tata Motors Group took cognizance of the global development and planned market actions accordingly. The Tata Motors Group recorded a 35.0% overall growth in gross turnover from 1,26,414 crores in FY 2010-11 to 170,678 crores in FY 2011-12. This is the highest turnover recorded by the Group. The consolidated revenues (net of excise) for FY 2011-12, of 165,654 crores grew by of 35.6% over last year on the back of strong growth in volumes across products and markets. The consolidated EBITDA margins for FY 2011-12 stood at 14.3%. Consequently, Profit Before Tax and Profit After Tax were 13,534 crores and 13,517 crores, respectively. During the year Jaguar Land Rover accounted for credit of GB£ 225million (1,794 crores) in respect of carried forward past losses in view of certainity of utilising the losses against future profits.

Tata Motors recorded a gross turnover of 59,221 crores, a growth of 15.7%, from 51,184 crores in the previous year. Cost reduction and value engineering continue to be areas of focus to improve operational efficiency. However, the increase in commodity prices globally put pressure on margins. Additionally, the need to increase marketing expenses to protect and grow market share have resulted in EBITDA margins reducing from 10.2% to 8.1%. During the year, there was an impact of 585 crores of exceptional items on account of exchange loss (net) including on revaluation of foreign currency borrowings, deposits and loans arising from the depreciation of Indian Rupee and provision for impairment made for certain investments. The Profit Before Tax and Profit After Tax for the fiscal were lower at 1,341 crores and 1,242 crores, as compared to 2,197 crores and 1,812 crores in the previous year, respectively.

Jaguar Land Rover continued its growth in expanding markets, including a 76% year-on-year increase in China retail sales. The strengthening of business in China is expected to make it the largest market for Jaguar Land Rover within the next 12 months. Jaguar Land Rover also improved performance in more mature economies, where, despite uncertain trading conditions, it increased sales in all major markets.

Jaguar Land Rover recorded a turnover of 1,03,635 crores, a growth of 47.4% from 70,304 crores in the previous year. Volume growth was driven not only by new vehicle launches in the year, but also by increasing sales of existing models. Profitability growth was also benefitted from favourable exchange rates. The positive impact of the strengthening US$ against the GB£ and the Euro, improved revenues given a largely GB£ and Euro cost base. Further, cost efficiency improvements in material costs and manufacturing costs supported improvement in operational performance. These resulted in a higher EBITDA and Profit Before Tax of 17,035 crores and 11,820 crores respectively, as compared to 11,478 crores and 7,665 crores, respectively in the previous year. The EBITDA margin for FY 2011-12 is 16.3%. After recognition of previously unrecognised tax losses of 1,794 crores the Profit After Tax was higher at 12,279 crores, as compared to 7,073 crores in the previous year.

Tata Motors Finance Limited, the Company's captive financing subsidiary, registered net revenues of 2,018 crores and reported a Profit After Tax of 240 crores in FY 2011-12. Tata Motors Finance Limited announced their maiden dividend of 5% per equity share for FY 2011-12.

The Tata Motors Group sales stood at 12,69,483 vehicles, higher by 17.7% over the previous year. Global sales of all commercial vehicles were at 5,99,913 units, while global sales of all passenger vehicles were at 6,69,507 units.

Tata Motors

The Company recorded sales of 8,63,248 vehicles, a growth of 10.9% over the previous year, in the Indian domestic market. With the industry growing at a moderate 7.2%, the improved sales resulted in an increase in the Company's market share from 24.3% to 25.2%, in the Indian industry. The Company exported 63,105 vehicles from India, against 58,089 vehicles exported last year.

Commercial Vehicles

Within the domestic market, the Company continued to strengthen its presence in commercial vehicles, with sales of 5,30,204 units, growing 15.7% from the previous year - an alltime high for the Company. This represented a market leadership share of 59.4% in the domestic CV market.

Some of the highlights for the year were:

Passenger Vehicles

In a year where the domestic car industry grew only by 3.6%, the Company's sales of passenger vehicles in the domestic market (inclusive of Tata, Fiat and Jaguar Land Rover brands) was at its highest ever at 333,044 units, representing a growth of 4.0% over the sales of previous year. In an intensely competitive passenger vehicles market, a market share at 13.1% was same as last year.

Some of the highlights of this year's performance were: