Tata Motors AR

Act, 2013 (“the Act”) read together with the Companies

(Prospectus and Allotment of Securities) Rules, 2014 and the

Companies (Share Capital and Debentures) Rules, 2014, the

Securities Exchange Board of India (“SEBI”) (Listing Obligations

and Disclosure Requirements) Regulations, 2015, SEBI (Issue

and Listing of Debt Securities) Regulations, 2008 and such other

regulations prescribed by SEBI (“SEBI Regulations”), guidelines,

notifications and circulars issued by the Reserve Bank of India, as

may be amended from time to time, such other applicable laws,

the Memorandum of Association and the Articles of Association

of the Company, and subject to such approvals, consents

and permissions as may be required by any authority or stock

exchanges and subject to such conditions and/or modifications

as may be prescribed or imposed by them while granting the

same, which may be agreed to by the Board of Directors of

the Company, subject to total borrowings of the Company not

exceeding the borrowing powers approved by the Members

from time to time under Section 180(1)(c) of the Act, consent of

the members be and is hereby accorded to the Company to offer,

invite for subscription, issue and allot from time to time, in one

or more tranches and/or series, whether secured or unsecured,

cumulative or non cumulative, listed or unlisted, redeemable

Non-Convertible Debentures, including but not limited to bonds

and/or other debt securities, denominated in Indian Rupees

or any foreign currency (“NCDs”) on a private placement basis,

such that the aggregate amount does not exceed

3,000 crores

(Rupees Three Thousand Crores) or its equivalent.”

“RESOLVED FURTHER that the Board of Directors be and is hereby

on behalf of the Company be authorized to determine the terms

of issue including, time, the number of NCDs, tranches, issue

price, tenor, interest rate, premium/ discount, class of investors,

listing (in India or overseas) and for the purpose to delegate all or

any other powers conferred herein to any committee, directors

or executives of the Company and to do all such acts, deeds,

matters and things, take all such steps as may be necessary

and to sign and execute any deeds/ documents/ undertakings/

agreements/ papers/ writings for the purpose of giving effect

to this Resolution and to resolve and settle all questions and

difficulties that may arise from time to time.”

By Order of the Board of Directors

H K SETHNA

Mumbai

Company Secretary

June 5, 2017

FCS No.: 3507

Registered Office:

Bombay House, 24, Homi Mody Street, Mumbai 400 001

Tel: +91 22 6665 8282;

Fax:

+91 22 6665 7799

Email:

[email protected]

; Website:

www.tatamotors.com

CIN - L28920MH1945PLC004520

NOTES:

The Explanatory Statement pursuant to Section 102 of the

Companies Act, 2013 (“the Act”) in respect of the business under

Item Nos. 3 to 8 set out above and details as required under SEBI

(Listing Obligations and Disclosure Requirements) Regulations,

2015 (“SEBI Listing Regulations”) in respect of Directors seeking

appointment and re-appointment at this Annual General

Meeting (“AGM” “the meeting”) are annexed hereto.

A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO

APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF

AND THE PROXY NEED NOT BE A MEMBER. The instrument

appointing Proxy as per the format included in the Annual Report

should be returned to the Registered Office of the Company not

less than FORTY-EIGHT HOURS before the time for holding the

AGM. A Proxy Form is annexed to this notice. Proxies submitted

on behalf of limited companies, societies, partnership firms,

etc. must be supported by appropriate resolution/authority, as

applicable, issued by the Member organization.

A person can act as a proxy on behalf of Members (not exceeding

50 Members) and holding in the aggregate not more than 10%

of the total share capital of the Company carrying voting rights.

A Member holding more than 10% of the total share capital of

the Company carrying voting rights may appoint a single person

as proxy and such person shall not act as a proxy for any other

person or Member.

Corporate Members intending to send their authorised

representatives to attend the AGM are requested to send to the

Company, a certified copy of the Board Resolution authorising

their representative to attend and vote on their behalf at the

AGM.

Only registered Members (including the holders of ‘A’ Ordinary

Shares) of the Company may attend and vote at the AGM. The

holders of the American Depositary Receipts (the “ADRs”) of the

Company shall not be entitled to attend the said AGM. However,

the ADR holders are entitled to give instructions for exercise of

voting rights at the said Meeting through the Depositary, to give

or withhold such consent, to receive such notice or to otherwise

take action to exercise their rights with respect to such underlying

shares represented by each such ADR. A brief statement as to the

manner in which such voting instructions may be given is being

sent to the ADR holders by the Depositary.

In case of joint holders attending the AGM, only such joint holder

who is senior by the order in which the names stands in the

Relevant documents referred to in the Notice and the

accompanying statement are open for inspection by the

Members at the Registered Office of the Company on all working

days, except Saturdays, during business hours up to the date of

the Meeting.

Corporate Overview

Financial Statements

Statutory Reports

72nd Annual Report 2016-17