Dematerialisation of shares

The electronic holding of the shares as on March 31, 2012 through NSDL and CDSL are as follows:

Outstanding Securities:

Outstanding Depositary Receipts/Warrants or Convertible instruments, conversion date and likely impact on equity as on March 31, 2012:

1. Depositary Receipts (Each Depository Receipts represents 5 underlying Ordinary Shares of 2/- each post subdivision of face value of shares in September 2011)
   • 8,70,75,700 ADSs listed on the New York Stock Exchange.
   • 9,972 GDSs listed on the Luxembourg Stock Exchange.
2. Foreign Currency Convertible Notes
   • 4,730-Zero Coupon Convertible Alternative Reference Securities (due 2012) of US$100,000 each (CARS) aggregating US$ 473 million issued in July 2007. The conversion option expired on June 12, 2012 and the outstanding 4,729 CARS would be redeemed in July 2012.
   • 1,174-4% Convertible Notes (due 2014) of US$100,000 each aggregating US$117.4 million issued in October 2009 may, at the option of the Note holders, be converted into Ordinary Shares of 2/- each at 121.34 per share or ADS/GDS of 10/- each (each ADS represents five Ordinary Shares of 2/- each) (Reset Price) at any time into GDSs during November 25, 2009 to October 16, 2014 and ADSs at anytime during October 15, 2010 to October 16, 2014.

There are no outstanding warrants issued by the Company.

Apart from Shares and Convertible Instruments, the following Non Convertible Debentures (NCDs) are listed on the National Stock Exchange under Wholesale Debt Market segment*:

Trustee for all the above debentures is Vijaya Bank, Merchant Banking Division, Head Office, 41/2, M.G. Road, Trinity Circle, Bangalore - 560 001

Address for correspondence

Tata Motors Limited, Bombay House, 24, Homi Mody Street, Mumbai - 400 001, India

Action required regarding non-receipt of dividends, proceeds of matured deposits and interest and redeemed debentures and interest thereon:

1. Pursuant to Sections 205A and 205C of the Act, all unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as principal amount of debentures and deposits pertaining to the Company and erstwhile Tata Finance Limited (TFL) remaining unpaid or unclaimed for a period of 7 years from the date they became due for payment, have been transferred to the Investors Education and Protection Fund (IEPF) established by the Central Government.
2. In case of non receipt/non encashment of the dividend warrants, Members are requested to correspond with the Company's Registrars/the Registrar of Companies, as mentioned hereunder:

3. Following table gives information relating to outstanding dividend accounts and due dates for claiming dividend:

4. As of March 31, 2012, the Company transferred 15,15,84,029.34 to IEPF including the following amounts during the year

5. While the Company's Registrar has already written to the Members, Debenture holders and Depositors informing them about the due dates for transfer to IEPF for unclaimed dividends/interest payments, attention of the stakeholders is again drawn to this matter through the Annual Report.
6. Investors of the Company and of the erstwhile TFL who have not yet encashed their unclaimed/unpaid amounts are requested to do so at the earliest.
7. Other facilities of interest to shareholders holding shares in physical form
   • Nomination facility: Shareholders, who hold shares in single name and wish to make/change the nomination in respect of their shares as permitted under Section 109A of the Act, may submit to the Registrars and Transfer Agents, the prescribed Form 2B.
   • Bank details: Shareholders are requested to notify/send the following to the Company's Registrars and Share Transfer Agents to facilitate better services:
     1. Any change in their address/mandate/NECS bank details; and
     2. Particulars of the bank account in which they wish their dividend to be credited, in case they have not been furnished earlier.
     • During the year 2011-12, the Company has issued share certificates to all the shareholders holding shares in physical form post sub-division of face value from 10/- to 2/- each, without exchange of old share certificates. The Members, holding Company's shares in physical form, are requested to tally their holding with the certificates in their possession and revert in case of any discrepancy in holdings.
8. Shareholders are advised that respective bank details and address as furnished by them to the Company will be printed on their dividend warrants as a measure of protection against fraudulent encashment.

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 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 M Telang
Managing Director - India Operations

Mumbai, May 29, 2012

PRACTISING COMPANY SECRETARIES' CERTIFICATE ON CORPORATE GOVERNANCE

TO THE MEMBERS OF TATA MOTORS 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

PRACTISING COMPANY SECRETARIES' CERTIFICATE ON CORPORATE GOVERNANCE

TO THE MEMBERS OF TATA MOTORS LIMITED

We have examined the registers, records, books and papers of TATA MOTORS LIMITED ( "the Company") as required to be maintained under the Companies Act, 1956, ('the Act') and the rules made thereunder and the provisions contained in the Memorandum and Articles of Association of the Company as also under the Listing Agreement with the Stock Exchanges and the guidelines of SEBI as applicable for the financial year ended 31^st March 2012.

1. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished and representations made to us by the Company, its officers and agents, we report that the Company has complied with the provisions of the Act, the Rules made thereunder and the Memorandum and Articles of Association of the Company with regard to:

1. maintenance of various statutory registers and documents and making necessary entries therein;
2. closure of Register of Members/ Debentureholders;
3. forms, returns, documents and resolutions required to be filed with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities;
4. service of documents by the Company on its Members, Debentureholders, Auditors and the Registrar of Companies;
5. notice of Board and Committee meetings of Directors;
6. meetings of Directors and Committees of Directors and passing of circular resolutions;
7. notice and convening of Annual General Meeting held on 12^th August, 2011;
8. minutes of the proceedings of the Board Meetings, Committee Meetings and General Meetings;
9. approvals of the Board of Directors, Committee of Directors, Members and government authorities, wherever required;
10. constitution of the Board of Directors, Committees of Directors and appointment, retirement and reappointment of Directors including Managing Directors;
11. payment of remuneration to Directors, Managing Directors and Executive Directors;
12. appointment and remuneration of Statutory Auditors and Cost Auditors;
13. transfer and transmission of the Company's shares, issue and allotment of shares and issue and delivery of certificates of shares;
14. declaration and payment of dividend.
15. transfer of amounts as required under the Act to the Investor Education and Protection Fund;
16. borrowings and registration of charges;
17. report of the Board of Directors;
18. investment of the Company's funds including inter corporate loans and investments;
19. generally, all other applicable provisions of the Act and the Rules thereunder.

2. We further report that:

1. the Directors have complied with the requirements as to disclosure of interests and concerns in contracts and arrangements, shareholdings and directorships in other Companies and interest in other entities;
2. the Directors have complied with the disclosure requirements in respect to their eligibility of appointment, their being independent, compliance with Insider Trading Code of Conduct and the Code of Conduct for Directors and Management Personnel;
3. the Company has obtained all necessary approvals under various provisions of the Act;
4. there was no prosecution initiated against or show cause notice received by the Company during the year under review under the Companies Act, SEBI Act, Depositories Act, Listing Agreement and rules, regulations and guidelines under these Acts.

3. We further report that:

1. the Company has complied with the requirements under the Equity Listing Agreements entered into with the BSE Limited and the National Stock Exchange of India Limited;
2. the Company has complied with the requirements under the Debt Listing Agreement for the securities listed on Wholesale Debt Market segment of National Stock Exchange of India Limited;
3. the Company has complied with the provisions of the Securities and Exchange Board of India ( Substantial Acquisition of Shares and Takeovers ) Regulations, 2011 including the provisions with regard to disclosures and maintenance of records required under the Regulations;
4. the Company has complied with the provisions of the Securities and Exchange Board of India ( Prohibition of Insider Trading ) Regulations, 1992 including the provisions with regard to disclosures and maintenance of records required under the Regulations;
5. the Company has complied with the provisions of the Securities and Exchange Board of India ( Depositories and Participants Regulations, 1996 including submitting of Reconciliation of Share Capital Audit Reports;
6. there were no issues during the year which required specific compliance of the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
7. there were no issues during the year which required specific compliance of the provisions of the Securities Contracts (Regulation) Act,1956 (SCRA) and the Rules made under that Act.

For Parikh & Associates
Practising Company Secretaries
P. N. PARIKH
FCS: 327 CP: 1228
Mumbai, June 21, 2012