Notice

NOTES:

1. 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.
2. 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.

3. 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.
4. 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.
5. 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 register of members will be entitled to vote.
6. 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.
7. Members who hold shares in single name and physical form are advised to make nomination in respect of their shareholding in the Company.
8. Non-Resident Indian Members are requested to inform the Company's Registrars and Transfer Agents, immediately of:
   1. Change in their residential status on return to India for permanent settlement.
   2. Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.
9. Members holding shares in dematerialised mode are requested to intimate all changes pertaining to their bank details, NECS, mandates, nominations, power of attorney, change of address/name, PAN details, etc. to their Depository Participant only and not to the Company's Registrars and Transfer Agents. Changes intimated to the Depository Participant will then be automatically reflected in the Company's records which will help the Company and its Registrars and Transfer Agents to provide efficient and better service to the Members. In case of Members holding shares in physical form, such information is required to be provided to the Company's Registrars and Transfer Agents.
10. Members attention is particularly drawn to the "Corporate Governance" section in respect of unclaimed and unpaid dividends and Shares pertaining thereto.
11. Members desiring any information as regards the Accounts are requested to write to the Company at an early date so as to enable the Management to keep the information ready at the Meeting.
12. As an austerity measure, copies of the Annual Report will not be distributed at the AGM. Members are requested to bring their attendance slip alongwith a copy of Annual Report to the Meeting.
13. To support the 'Green Initiative', the Members who have not registered their email addresses are requested to register the same with Company's Registrars and Transfer Agents/Depositories. In other cases, an Abridged Annual Report is being sent to the members. The members who are desirous of receiving the full Annual Report may write to the Company's Registrar for a copy of the same.

14. VOTING BY MEMBERS:

1. In compliance with provisions of Section 108 the Act and the rules framed thereunder and Regulation 44 of the SEBI Listing Regulations, the Company is pleased to provide Members the facility to exercise their right to vote on resolutions proposed to be considered at the AGM by electronic means either by (a) remote e-voting (by using an electronic voting system provided by NSDL as explained in the Remote e-voting at 'para F' herein below) or (b) Electronic Ballot at the AGM venue, (as provided in Voting at AGM for electronic ballot voting at 'para F(d)' herein below for) below. Resolution(s) passed by Members through e-voting is/are deemed to have been passed as if they have been passed at the AGM.
2. The voting rights of the Ordinary Shareholders shall be in the same proportion to the paid up Ordinary share capital and in case of voting rights on the 'A' Ordinary shares, the holder shall be entitled to one vote for every ten 'A' Ordinary shares held as on the cut-off date. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting through electronic ballot at the meeting.
3. In this regard, the member's demat account/folio number as on August 15, 2017 i.e. cut-off date has been enrolled by the Company for participation in voting on resolutions placed by the Company on the voting system.
4. The members can opt for only one mode of voting, i.e., either by remote e-voting or electronic ballot at the meeting. The members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right at the meeting through electronic ballot. The Members who have cast their vote by remote e-voting are eligible to attend the meeting but shall not be entitled to cast their vote again.
5. The Board of Directors have appointed Mr P N Parikh of M/s Parikh & Associates, Practicing Company Secretaries (Membership No. FCS327) as the Scrutinizer to scrutinize the remote e-voting and electronic ballot process at the venue, in a fair and transparent manner.

6. INSTRUCTIONS FOR REMOTE E-VOTING:

   Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice and holding shares as of cut-off date, may obtain his/her login ID and password by sending a request at www.evoting@ nsdl.co.in. However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you have forgotten your "User details/password", you can reset it by using "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com or contact NSDL at the following Toll Free No.: 1800-222-990 or email at: evoting@nsdl.co.in

   The period for remote e-voting starts on Saturday, August 19, 2017 (9.00 a.m.) and ends on Monday, August 21, 2017 (5.00 p.m). Remote e-voting shall be disabled by NSDL at 5:00 p.m. on August 21, 2017 and members shall not be allowed to vote through remote e-voting thereafter. Any person who is not a member as on the cut-off date i.e. August 15, 2017 should treat this Notice for information purposes only.

1. In case the Member receives an e-mail from NSDL (for members whose email IDs are registered with the Company/Depository Participants):

1. Open e- mail and open PDF file viz; "TML e-voting.pdf" with your Client ID or Folio no. as password. The said pdf file contains your user ID and password/PIN for remote e-voting. Please note that the password is an initial password. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password.
2. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com
3. Click on "shareholders- Login".
4. Enter your User ID and password as initial password noted in step (a) (i) above and Click "Login".
5. Password change menu appears. Change the password with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
6. Home page of "e-voting" opens. Click on "e-voting: Active E-voting Cycles."
7. Select "EVEN" (Electronic Voting Event Number) of Tata Motors Limited. Kindly note that there are separate EVEN for Ordinary Shares (ISIN - INE155A01022) and for "A" Ordinary Shares (ISIN - IN9155A01020). In case you are holding both classes of shares, please complete your voting for one EVEN and then cast your vote for another EVEN.
8. Now you are ready for e-Voting as "Cast Vote" page opens.
9. Cast your vote by selecting appropriate option and click on "Submit" and also click on "Confirm" when prompted.
10. Upon confirmation, the message "Vote cast successfully" will be displayed.
11. Once you have voted on the resolution, you will not be allowed to modify your vote.
12. For the votes to be considered valid, the corporate and institutional shareholders (companies, trusts, societies, etc.) are required to send a scanned copy (PDF/JPG format) of the relevant Board Resolution/Appropriate Authorization etc. together with attested specimen signature of the duly authorized signatory (ies), to the Scrutinizer through e-mail at tml.scrutinizer@gmail.com with a copy marked to www.evoting@nsdl.co.in.

2. If you are already registered with NSDL for e-voting then you can use your existing user ID and password for Login to cast your vote.

   NOTE : Shareholders who forgot the User Details/Password can use "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com.

   In case shareholders are holding shares in demat mode, USERID is the combination of DPID + Client ID.

   In case shareholders are holding shares in physical mode, USER-ID is the combination of EVEN No + Folio No.

3. In case you have any queries, you may refer to the 'Frequently Asked Questions' (FAQs) for Shareholders and e-voting user manual for Shareholders available at the downloads section of NSDL's E-Voting website: www.evoting.nsdl.com. You can also send your queries/grievances relating to e-voting at:-
   Name and Designation: Mr Rajiv Ranjan, Asst. Manager
   Address: Trade World, A wing, 4^th & 5^th Floors,
   Kamala Mills Compound, Lower Parel, Mumbai - 400013
   Email Id and Phone Number(s): rajivr@nsdl.co.in;
   7506682280/022-24994738; Toll free no: 1800222990

4. VOTING AT AGM:

   The Chairman at the AGM, shall at the end of the discussion on the resolution, on which voting is to be held, allow voting with the assistance of Scrutinizer, by the use of electronic ballot system for all the Members who are present at the AGM but have not cast their vote by availing the remote e-voting facility.

15. DECLARATION OF RESULTS ON THE RESOLUTIONS:
    • The scrutinizer shall, immediately after the conclusion of voting at the AGM, count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make, not later than 48 hours from conclusion of the meeting, a consolidated Scrutinizer's report of the total votes cast in favour or against the resolution, invalid votes, if any and whether the Resolution(s) has/have been carried or not, to the Chairman or a person authorized by him in writing who shall countersign the same.
    • The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.tatamotors.com and on the website of NSDL immediately after the result is declared. The Company shall simultaneously forward the results to BSE Limited and National Stock Exchange of India Ltd., where the securities of the Company are listed. The results shall also be displayed on the notice board at the registered office of the Company.
    • Subject to the receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of Meeting i.e. August 22, 2017.