Tata Motors AR

(PURSUANT TO SECTION 101 OF THE COMPANIES ACT, 2013)

Dear Member,

NOTICE IS HEREBY GIVEN THAT THE SEVENTY SECOND ANNUAL

GENERAL MEETING OF TATA MOTORS LIMITED will be held on

Tuesday, August 22, 2017, at 3.00 p.m. at Birla Matushri Sabhagar,

19, Sir Vithaldas Thackersey Marg, Mumbai 400 020 to transact the

following business:

ORDINARY BUSINESS

To receive, consider and adopt

(a) the Audited Financial Statement of the Company for the

Financial Year ended March 31, 2017 together with the

Board’s Report and the Auditors’ Report thereon; and

(b) the Audited Consolidated Financial Statement of the

Company for the Financial Year ended March 31, 2017

together with the Auditors’ Report thereon.

To appoint a Director in place of Dr Ralf Speth (DIN: 03318908),

who retires by rotation and being eligible, offers himself for re-

appointment.

3. Appointment of Auditors

To consider and if thought fit, to pass, the following resolution as

an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Sections 139, 142,

143 and other applicable provisions, if any, of the Companies Act,

2013 (“the Act”) and the Companies (Audit and Auditors) Rules,

2014, as amended from time to time, B S R & Co. LLP, Chartered

Accountants (Firm Registration No.101248W/W – 100022) be and

is hereby appointed as Auditors of the Company to hold office

from the conclusion of this Annual General Meeting (“AGM”) till

the conclusion of Seventy-Seventh AGM of the Company to be

held in the year 2022 (subject to ratification of their appointment

at every AGM if so required under the Act), at such remuneration,

as may be mutually agreed upon between the Board of Directors

of the Company and the Auditors.”

SPECIAL BUSINESS

4. Appointment of Mr Natarajan Chandrasekaran as a

Director

To consider and if thought fit, to pass, the following resolution as

an Ordinary Resolution:

“RESOLVED that Mr Natarajan Chandrasekaran (DIN: 00121863),

who was appointed by the Board of Directors as an Additional

Director of the Company with effect from January 17, 2017 and

who holds office upto the date of this Annual General Meeting

of the Company under Section 161 of the Companies Act,

2013 (“the Act”) and Article 132 of the Articles of Association

of the Company, but who is eligible for appointment and in

respect of whom the Company has received a notice in writing

from a Member under Section 160(1) of the Act read with the

Companies (Appointment and Qualifications of Directors) Rules,

2014, proposing his candidature for the office of Director of

the Company, be and is hereby appointed as a Director of the

Company and is liable to retire by rotation.”

5. Appointment of Mr Om Prakash Bhatt as an

Independent Director

To consider and if thought fit, to pass, the following resolution as

an Ordinary Resolution:

“RESOLVED that Mr Om Prakash Bhatt (DIN: 00548091) who was

appointed by the Board of Directors as an Additional Director of

the Company with effect from May 9, 2017 and who holds office

upto the date of this Annual General Meeting of the Company

in terms of Section 161 of the Companies Act, 2013 (“the Act”)

and Article 132 of Articles of Association of the Company but

who is eligible for appointment and has consented to act as a

Director of the Company and in respect of whom the Company

has received a notice in writing from a Member under Section

160 of the Act proposing his candidature for the office of Director

of the Company, be and is hereby appointed a Director of the

Company.”

“RESOLVED FURTHER that pursuant to the provisions of Sections

149, 152 and other applicable provisions, if any, of the Act, and

the Companies (Appointment and Qualifications of Directors)

Rules, 2014, read with Schedule IV of the Act, as amended

from time to time, the appointment of Mr Om Prakash Bhatt

who has submitted a declaration that he meets the criteria for

independence as provided in Section 149(6) of the Act and who

is eligible for appointment as an Independent Director of the

Company, not liable to retire by rotation, for a term of five years

commencing with effect fromMay 9, 2017 to May 8, 2022, be and

is hereby approved.”

6. Re-appointment of Mr Satish Borwankar as Executive

Director and Chief Operating Officer and payment of

remuneration

To consider and if thought fit, to pass, the following resolution as

a Special Resolution:

“RESOLVED that pursuant to the provisions of Sections 196,

197, 203 and other applicable provisions, if any, read along

with Schedule V of the Companies Act, 2013 (“the Act”),

and the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, as amended from time to

time, the Company do hereby accord their approval for the re-

appointment and terms of remuneration of Mr Satish Borwankar

(DIN: 01793948) as the Executive Director and Chief Operating

Officer of the Company with effect from July 16, 2017 to July 15,

2019 upon the following terms and conditions, including the

remuneration to be paid in the event of loss or inadequacy of

profits in any financial year during his said tenure, with liberty to

the Board of Directors [which term shall include the Nomination

and Remuneration Committee (“NRC”)] to alter and vary the terms

and conditions of the said re-appointment as it may deem fit.

NOTICE

Notice

Board’s Report

Management Discussion & Analysis Corporate Governance Report

Business Responsibility Report