Report of Foreign Issuer (6-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

March 30, 2015

Commission File Number 001-32294

Tata Motors Limited

(Exact Name of Registrant as Specified in Its Charter)

Bombay House

24, Homi Mody Street

Mumbai 400 001, India

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes ¨ No x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes ¨ No x

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-203096) OF TATA MOTORS LIMITED AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

The Report comprises the following:


Exhibit No.		Description

1.1		Underwriting Agreement, among Tata Motors Limited, Citigroup Global Markets Private Limited, Credit Suisse Securities India Private Limited, DSP Merrill Lynch Limited, HSBC Securities and Capital Markets (India) Private Limited, ICICI Securities Limited, J.P. Morgan India Private Limited, Kotak Mahindra Capital Company Limited and SBI Capital Markets Limited, dated March 26, 2015

1.2		Deed of Accession cum Amendment Agreement dated March 26, 2015, among Tata Motors Limited, HDFC Bank Limited and Citigroup Global Markets Private Limited, Credit Suisse Securities India Private Limited, DSP Merrill Lynch Limited, HSBC Securities and Capital Markets (India) Private Limited, ICICI Securities Limited, J.P. Morgan India Private Limited, Kotak Mahindra Capital Company Limited and SBI Capital Markets Limited

5.1		Opinion of Amarchand & Mangaldas & Suresh A. Shroff & Co. as to the validity of the Ordinary Shares and ‘A’ Ordinary Shares

99.1		Letter of Agreement between Georgeson Inc. as Information Agent and Tata Motors Limited, dated March 27, 2015

99.2		Form of Rights Agency Agreement, by and between Tata Motors Limited and Citibank, N.A.

99.3		Form of Letter to Beneficial Owners of American Depositary Shares of Tata Motors Limited

99.4		Form of Instructions Booklet for Tata Motors Limited ADS Subscription Form for ADS Rights to Purchase ADSs of Tata Motors Limited

99.5		Form of Letter to Securities Dealers, Commercial Banks, Trust Companies and Other Nominees which are holders of American Depositary Shares of Tata Motors Limited

99.6		Notice of Guaranteed Delivery for ADS Subscription Forms

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		TATA MOTORS LIMITED
		(Registrant)

Date: March 30, 2015

	By:	/s/ Hoshang K. Sethna
	Name:	Hoshang K. Sethna
	Title:	Company Secretary

Exhibit 1.1

MARCH 26, 2015

UNDERWRITING AGREEMENT

AMONG

TATA MOTORS LIMITED

AND

CITIGROUP GLOBAL MARKETS INDIA PRIVATE LIMITED

AND

CREDIT SUISSE SECURITIES INDIA PRIVATE LIMITED

AND

DSP MERRILL LYNCH LIMITED

AND

HSBC SECURITIES AND CAPITAL MARKETS (INDIA) PRIVATE LIMITED

AND

ICICI SECURITIES LIMITED

AND

J.P. MORGAN INDIA PRIVATE LIMITED

AND

KOTAK MAHINDRA CAPITAL COMPANY LIMITED

AND

SBI CAPITAL MARKETS LIMITED

CONTENTS


Section		Page

1.	Definitions and Interpretation		5

2.	Underwriting		13

3.	Rights Issue Documents		13

4.	Underwriting Procedure		13

5.	Fees and Expenses		15

6.	Conditions to the Underwriter’s Obligations		16

7.	Settlement/Closing		18

8.	Representations and Warranties		18

9.	Undertakings by the Company		29

10.	Underwriters’ Representations, Warranties, Declarations, Covenants, Undertakings and Agreements		32

11.	Indemnity		33

12.	Termination		37

13.	Notices		38

14.	Time of Essence		40

15.	Governing Law and Jurisdiction		40

16.	Arbitration		40

17.	Amendment		41

18.	Severability		41

19.	Successors and Assignment		41

20.	Counterparts		41

21.	Entire Agreement		41



Schedule A	Fees and Expenses	Sch 1

Schedule B	Lock-Up Letter	Sch 3

Schedule C	Issuer Free Writing Prospectus	Sch 4

THIS UNDERWRITING AGREEMENT (THIS “AGREEMENT”) IS MADE AT MUMBAI THIS DAY OF MARCH, 2015, AMONG:

(1)

TATA MOTORS LIMITED, a company incorporated under the Companies Act, 1913, and having its registered office at Bombay House, 24 Homi Mody Street, Mumbai 400 001 (the “Company”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns);

(2)

CITIGROUP GLOBAL MARKETS INDIA PRIVATE LIMITED, a company incorporated under the Companies Act, 1956, and having its registered office at 1202, 12^th Floor, First International Financial Center, G-Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 (“Citi”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns);

(3)

CREDIT SUISSE SECURITIES INDIA PRIVATE LIMITED, a company incorporated under the Companies Act, 1956, and having its registered office at Ceejay House, 9^th Floor, Plot F, Shivsagar Estate, Dr. Annie Besant Road, Worli, Mumbai 400 018 (hereinafter referred to as “CS”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns);

(4)

DSP MERRILL LYNCH LIMITED, a company incorporated under the Companies Act, 1956, and having its registered office at 8^th Floor, Mafatlal Centre, Nariman Point, Mumbai 400 021 (hereinafter referred to as “DSPML”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns);

(5)

HSBC SECURITIES AND CAPITAL MARKETS (INDIA) PRIVATE LIMITED, a company incorporated under the Companies Act, 1956, and having its registered office at 52/60, Mahatma Gandhi Road, Fort, Mumbai 400 001 (hereinafter referred to as “HSCI”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns);

(6)

ICICI SECURITIES LIMITED, a company incorporated under the Companies Act, 1956, and having its registered office at ICICI Centre, H.T. Parekh Marg, Churchgate, Mumbai 400 020, India (hereinafter referred to as “ISec”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns);

(7)

J.P. MORGAN INDIA PRIVATE LIMITED, a company incorporated under the Companies Act, 1956, and having its registered office at J.P. Morgan Tower, Kalina, Off C.S.T. Road, Santacruz (East), Mumbai 400 098 (hereinafter referred to as “JPM”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns);

(8)

KOTAK MAHINDRA CAPITAL COMPANY LIMITED, a company incorporated under the Companies Act, 1956, and having its registered office at 27 BKC, Bandra Kurla Complex, Bandra (E), Mumbai 400 021 (hereinafter referred to as “KMCC”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns); and

(9)

SBI CAPITAL MARKETS LIMITED, a company incorporated under the Companies Act, 1956, and having its registered office at 202, Maker Tower E, Cuffe Parade, Mumbai 400 005 (hereinafter referred to as “SBI Cap”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns).

Citi, CS, DSPML, HSCI, ISec, JPM, KMCC and SBI Cap are hereinafter collectively referred to as the “Underwriters”, and individually as an “Underwriter”.

The Company and the Underwriters are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

WHEREAS:

(A)	The Company proposes to issue and offer:

(i)

Up to 150,644,759 Ordinary Shares (“Offered Ordinary Shares”) to be issued and offered on a rights basis to the existing Ordinary Shareholders of the Company, including to Citibank N.A. (the “Depositary”), in its capacity as the depositary for the Ordinary Shares deposited with it on the Share Record Date (as defined below) in the ratio of 6 Ordinary Shares for every 109 Ordinary Shares held at the close of trading on April 7, 2015 (the “Share Record Date”); and

(ii)

Up to 26,530,290 ‘A’ Ordinary Shares (“Offered ‘A’ Ordinary Shares”, and together with the Offered Ordinary Shares, the “Offered Shares”) to be issued and offered on a rights basis to the existing ‘A’ Ordinary Shareholders of the Company in the ratio of 6 ‘A’ Ordinary Shares for every 109 ‘A’ Ordinary Share held at the close of trading on the Share Record Date,

through a fast-track issuance in accordance with the requirements of the Companies Act, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the “SEBI Regulations”) and applicable Indian laws through a rights issue (the “Rights Issue”).

(B)

The Offered Shares are being offered and sold in offshore transactions outside the United States in reliance on Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended. The Offered Shares are also being offered and sold within the United States pursuant to an automatic shelf registration statement, as defined in Rule 405 of the Securities Act (the “U.S. Share Rights Offering”).

(C)

The Company has requested the Depositary, and the Depositary has consented, to make available to the holders of American Depositary Shares, each representing five Ordinary Shares (the “ADSs”), the right to purchase up to 6,400,000 additional ADSs (the “Offered ADSs”), representing 32,000,000 Offered Ordinary Shares, in the ratio of 0.0550458 ADS rights for every one ADSs held on April 7, 2015 (the “ADS Offering” and collectively with the U.S. Share Rights Offering, the “U.S. Rights Issue”). The Offered ADSs will be issued by the Depositary, pursuant to the amended and restated deposit agreement, dated as of September 27, 2004, as amended by amendment no. 1, dated as of December 16, 2009, (as so amended, the “Deposit Agreement”) among the Company, the Depositary and the holders and beneficial holders from time to time of ADSs. The ADS Offering is expected to be conducted concurrently with the Rights Issue pursuant to an automatic shelf registration statement, as defined in Rule 405 of the Securities Act, filed with the United States Securities and Exchange Commission (the “Commission”).

(D)

In connection with the Rights Issue, the Company will prepare and file the Letter of Offer with the Securities and Exchange Board of India (“SEBI”), BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”, and together with BSE, the “Stock Exchanges”) in accordance with Regulation 10(2) of the SEBI Regulations.

(E)

The Company has obtained approval for the Rights Issue (including the ADS Offering) pursuant to resolutions of its Board of Directors on January 27, 2015 and March 25, 2015. The Company has also obtained the approval of its shareholders for the Rights Issue pursuant to an ordinary resolution passed on March 4, 2015.

(F)	The Company has requested the Underwriters, and the Underwriters have agreed, to act as underwriters to the Rights Issue and underwrite the Rights Issue in accordance with the terms of this Agreement.

NOW THEREFORE IT IS HEREBY AGREED BY AND AMONG THE PARTIES HERETO AS FOLLOWS:

1.	DEFINITIONS AND INTERPRETATION

1.1	In addition to the defined terms contained elsewhere in this Agreement, the following expressions, as used in this Agreement, shall have the respective meanings set forth below:

“‘A’ Ordinary Shares” shall mean the ‘A’ ordinary shares of face value Rs. 2 each of the Company, with differential rights as to voting and dividend.

“‘A’ Ordinary Shares Issue Price” shall mean a price per Offered Ordinary Shares of Rs.271.

“Abridged Letter of Offer” shall mean the abridged form of the Letter of Offer which satisfies the minimum requirements prescribed under the SEBI Regulations.

“ADSs” shall have the meaning ascribed thereto in Recital C of this Agreement.

“ADS Offering” shall have the meaning ascribed thereto in Recital C of this Agreement.

“ADS Registration Statement” shall mean the registration statement referred to in Section 8.1.8, including all exhibits thereto, each as amended at the time such part of the registration statement became effective.

“Affiliate” with respect to any person shall mean (a) any persons that directly or indirectly through one or more intermediaries, Control or are Controlled by or are under common Control with such persons; (b) any persons in which such person has a “significant influence” or which has “significant influence” over such person, where “significant influence” over a person is the power to participate in the financial, management and operating policy decisions of that person but is less than control over those policies and that shareholders beneficially holding a 10% interest in the voting power of that person are presumed to have a significant influence over that person; (c) any joint venture counter party of any person referred to in (a) or (b); or (d) which is a holding company or subsidiary of such specified Person; provided, however, that for the purposes of this Agreement the terms “holding company” and “subsidiary” shall have the meanings set forth in Section 2(46) and Section 2(87), respectively, of the Companies Act, 2013 and the “Promoter” and “Promoter Group” of the Company, as such terms are defined in the Letter of Offer, shall be deemed to be Affiliates of the Company.

“Agreement” shall have the meaning given to such term in the preamble to this Agreement.

“Allotment” shall mean the allotment of Offered Shares pursuant to the Rights Issue.

“Allotment Date” shall mean the date of allotment of the Offered Shares by the Company, in accordance with the Letter of Offer and the Rights Issue Documents, which date will not be later than nine Working Days, from the Rights Issue Closing Date, or an extended time as may be mutually agreed in writing between the Underwriters and the Company. However, for the sake of clarity, the Parties confirm that in no event shall the Allotment Date be extended in such a manner which may result in failure to achieve the listing of Offered Shares on the Stock Exchanges within 12 Working Days from the Rights Issue Closing Date.

“Applicable Time” shall mean such time on the date of finalization of the basis of allotment, as may be agreed by the Company and the Lead Managers.

“Applicant” shall mean any prospective purchaser who has made an application to subscribe to the Offered Shares in the Rights Issue, and includes the Depositary in respect of its application to subscribe to Offered Ordinary Shares pursuant to the exercise by holders of the ADSs of their rights to subscribe to ADSs under the ADS Offering, in accordance with (i) the Rights Issue Documents and (ii) the CAF.

“ASBA Application” shall mean an application (whether physical or electronic) used to make an application authorizing the SCSB to block the Application Money in a specified bank account maintained with the SCSB.

“Assured Subscription” shall mean the submission of a valid ASBA Application for subscription of 38,660,551 Offered Ordinary Shares and 109,866 Offered ‘A’ Ordinary Shares by the Promoter, representing its full rights entitlement of the Offered Shares.

“Bankers to the Issue” shall mean the banks which will maintain the Rights Issue Account.

“Base Prospectus” shall mean the base prospectus referred to in Section 8.1.2 contained in the Registration Statement at the Execution Time.

“BSE” shall mean the BSE Limited.

“Commission” shall mean the United States Securities and Exchange Commission.

“Companies Act” shall mean Companies Act, 1956 and the Companies Act, 2013.

“Companies Act, 1956” shall mean Companies Act, 1956 (without reference to the provisions thereof that have ceased to have effect upon notification of the sections of the Companies Act, 2013) along with the rules made thereunder.

“Companies Act, 2013” shall mean Companies Act, 2013, to the extent in force pursuant to the notification of sections of the Companies Act, 2013, along with relevant rules made thereunder.

“Company” shall have the meaning given to such term in the preamble of this Agreement.

“Composite Application Form” or “CAF” shall mean the form circulated by the Company to its shareholders along with the Letter of Offer, in terms of which the Applicant shall make an offer to subscribe to Issue Shares and which will be considered as the application for allotment in terms of the Letter of Offer and the Rights Issue Documents.

“Controlling”, “Controlled by” or “Control” shall have the same meaning ascribed to the term ‘control’ under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended.

“Defaulting Underwriter” shall have the meaning given to such term in Section 4.4.

“Depositary” shall have the meaning ascribed thereto in Recital A of this Agreement.

“Designated Stock Exchange” shall mean BSE.

“Devolvement Intimation” shall have the meaning given to such term in Section 4.3.3(a) hereof.

“Devolved Shares” shall mean the Offered Shares (excluding the Assured Subscription) for which no valid subscriptions are received during the Rights Issue Period, after considering any withdrawals and technical rejections.

“Disclosure Package” shall mean (i) Registration Statement, (ii) any Issuer Free Writing Prospectuses, if any, identified in Part B of Schedule C hereto; and (iii) any other Free Writing Prospectuses that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

“Directors” shall mean the members of the board of directors of the Company.

“Effective Date” shall mean each date and time that the Registration Statement and the ADS Registration Statement, any post-effective amendment or amendments thereto became or becomes effective.

“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended.

“Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.

“Expected Devolved Shares” shall mean the total Offered Shares less the Offered Shares for which subscription is confirmed in terms of the final certificates issued by the Bankers to the Issue and the SCSBs.

“Final Devolvement Notice” shall have the meaning given to such term in Section 4.3.3(c).

“Final Prospectus” shall mean the prospectus supplement relating to the Offered ADSs that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus.

“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.

“Governmental Entity” shall mean any governmental, statutory, departmental or public body or authority, including SEBI, and courts of competent jurisdiction whether in or outside of India.

“Indemnified Party” shall have the meaning given to such term in Section 11.3 hereof.

“Indemnifying Party” shall have the meaning given to such term in Section 11.3 hereof.

“Indian GAAP” shall have the meaning given to such term in Section 8.1.34 hereof.

“Issue Agreement” shall mean the issue agreement to be entered into among the Company and the Lead Managers in terms of Regulation 5(5) of the SEBI Regulations.

“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.

“Law” shall mean any statute, notification, bye laws, rules, regulations, guidelines, rule of common law, policy, code, directives, ordinance, orders or instructions having the force of law enacted or issued by any Governmental Entity.

“Lead Manager” or “ Lead Managers” shall mean the lead managers to be appointed by the Company in terms of the Issue Agreement in relation to the Rights Issue.

“Letter of Offer” shall mean the letter of offer of the Company to be issued in accordance with the SEBI Regulations and the Companies Act that will be filed with the Stock Exchanges and SEBI containing, inter alia, the Rights Issue Price, the size of the Rights Issue and certain other information, together with all amendments, corrections, supplements or notices to investors, for use in connection with the Rights Issue.

“Lock-up Letter” has the meaning ascribed thereto in Section 6.1.6.

“LOO Filing Date” shall mean the date on which the Letter of Offer is filed with the Stock Exchanges.

“Material Adverse Effect” shall mean a material adverse effect, individually or in the aggregate, (a) on the financial condition, or in the assets, liabilities, earnings or business of the Company and its Subsidiaries taken together (including, without limitation, any material loss or interference with its business from fire, explosions, flood or other calamity, whether or not covered by insurance, or from court or governmental action, order or decree); or (b) on the ability of the Company to execute or deliver the Issue Agreement or to perform its obligations under, or to consummate the transactions contemplated by, this Agreement, including the issuance, Allotment and delivery of the Offered Shares to the successful Applicants, in each case that would, in the sole judgment of the Underwriters be so material and adverse so as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Shares or the Offered ADSs as contemplated by the Disclosure Package.

“Material Subsidiaries” means any Subsidiary of the Company (i) whose total revenues, as shown by the latest audited financial statements (consolidated in the case of a company which itself has Subsidiaries) of such Subsidiary, are at least 5 per cent. of the total revenue of the Company as shown in the latest audited consolidated financial statements of the Company or (ii) whose net assets (being total assets less total liabilities) as shown in the latest audited financial statements (consolidated in the case of a company which itself has Company) of such Company are at least 5 per cent. of the consolidated net assets of the Company as shown in the latest audited consolidated financial statements of the Company.

“Non-Resident Applicants” shall mean Applicants who are not resident in India.

“NSE” shall mean National Stock Exchange of India Limited.

“NYSE” shall mean the New York Stock Exchange.

“Offered ‘A’ Ordinary Shares” shall have the meaning ascribed thereto in Recital A of this Agreement.

“Offered Ordinary Shares” shall have the meaning ascribed thereto in Recital A of this Agreement.

“Offered Shares” shall have the meaning ascribed thereto in Recital A of this Agreement.

“Ordinary Shares” shall mean equity shares of the Company of face value Rs. 10 each.

“Ordinary Shares Issue Price” shall mean a price per Offered Ordinary Shares of Rs.450. It is clarified that irrespective of the price at which ADSs are offered by the Depositary, the Depositary shall subscribe to the Ordinary Shares underlying the ADSs at the Ordinary Shares Issue Price.

“Party” or “Parties” shall have the meaning given to such terms in the preamble to this Agreement.

“Payment Date” shall mean the date the Underwriter is required to make any payment to the Company in fulfilment of its obligations in accordance with Section 2.

“Promoter” shall mean Tata Sons Limited.

“Provisional Collection Certificate” shall mean the certificate issued within two Working Days from the Rights Issue Closing Date by the Bankers to the Issue, in accordance with applicable Law.

“Registration Statement” shall mean the registration statement referred to in Section 8.1.2, including exhibits and financial statements and any prospectus supplement relating to the Offered ADSs that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended at the Execution Time (which, for the avoidance of doubt, includes the Base Prospectus and the Final Prospectus) and, in the event any post-effective amendment thereto becomes effective prior to the Payment Date, shall also mean such registration statement as so amended.

“Regulation S” shall mean Regulation S under the Securities Act.

“Rights Issue” shall have the meaning ascribed thereto in Recital A of this Agreement.

“Rights Issue Account” shall mean the Company’s bank account to which the successful Applicants’ monies are transferred on or prior to the Allotment Date.

“Rights Issue Closing Date” shall mean the date after which the Company will not accept any Applications for the Rights Issue.

“Rights Issue Documents” shall mean the Letter of Offer, the Abridged Letter of Offer, the CAF and the Disclosure Package, together with all amendments, corrections, supplements or notices to investors, for use in connection with the Rights Issue.

“Rights Issue Opening Date” shall mean the date on which the Company shall start accepting Applications for the Rights Issue.

“Rights Issue Period” shall mean the period between the Rights Issue Opening Date and the Rights Issue Closing Date (inclusive of both dates) and during which prospective Applicants can submit their CAF during working hours.

“Rights Issue Price” shall mean the Ordinary Share Issue Price or the ‘A’ Ordinary Share Issue Price, as the case may be.

“Rs.” shall mean Indian Rupees.

“Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Securities Act

“SEBI” shall have the meaning ascribed thereto in Recital C of this Agreement.

“SCSB” shall mean a self certified syndicate bank registered with SEBI, which acts as a banker to the Rights Issue and which offers the facility of ASBA.

“SEBI Regulations” shall have the meaning ascribed thereto in Recital A of this Agreement.

“Securities Act” shall mean the United States Securities Act of 1933, as amended.

“Share Record Date” shall have the meaning ascribed thereto in Recital A of this Agreement.

“Stock Exchanges” shall have the meaning ascribed thereto in Recital D of this Agreement.

“Top-Up Shares” shall mean the Devolved Shares less the Expected Devolved Shares.

“Transaction Documents” shall mean this Agreement and the Issue Agreement.

“U.S.” shall mean the United States of America.

“Underlying Shares” shall mean the Ordinary Shares that will be represented by the ADSs.

“Underwriter’s Commitment” shall mean, in respect of each Underwriter, the applicable proportionate amount set forth in Schedule A hereto, of the aggregate underwriters’ commitment of Rs. 4,500 crores.

“Working Days” shall mean any day, other than Saturdays and Sundays, on which commercial banks in Delhi or Mumbai are open for business, provided however, for the purpose of the time period between the Rights Issue Closing Date and listing of the Offered Shares on the Stock Exchanges, “Working Days” shall mean all days excluding Sundays and bank holidays in Delhi or Mumbai in accordance with the SEBI circular no. CIR/CFD/DIL/3/2010 dated April 22, 2010.

“Well-Known Seasoned Issuer” shall mean a well-known season issuer, as defined in Rule 405.

1.2	In this Agreement, unless the context otherwise requires:

1.2.1

words denoting the singular shall include the plural and vice versa;

1.2.2

words denoting a person shall include an individual, corporation, company, partnership, trust or other entity;

1.2.3

headings and bold typeface are only for convenience and shall be ignored for the purposes of interpretation;

1.2.4

references to the word “include” or “including” shall be construed without limitation;

1.2.5

references to one gender shall include all genders;

1.2.6

references to this Agreement or to any other agreement, deed or other instrument shall be construed as a reference to such agreement, deed, or other instrument as the same may from time to time be amended, varied, supplemented or noted;

1.2.7

reference to any party to this Agreement or any other agreement or deed or other instrument shall, in the case of an individual, include his or her legal heirs, executors or administrators and, in any other case, include its successors or permitted assigns;

1.2.8

a reference to an article, section, paragraph or schedule is, unless indicated to the contrary, a reference to an article, section, paragraph or schedule of this Agreement;

1.2.9

unless otherwise defined, the reference to the word “days” shall mean calendar days;

1.2.10

references to dates and times shall be construed to be references to Indian dates and times;

1.2.11

references to a statute or statutory provision shall be construed as a reference to such provisions as from time to time amended, consolidated, modified, extended, re-enacted or replaced;

1.2.12

reference to a document includes an amendment or supplement to, or replacement or novation of, that document;

1.2.13

references to amounts being determined in proportion to other amounts shall be subject to rounding upwards or downwards, as determined by the Underwriters finally and conclusively, to avoid fractional shares or Indian Rupees;

1.2.14

capitalized terms used in this Agreement and not specifically defined herein shall have the meanings given to such terms in the Letter of Offer and the Issue Documents;

1.2.15

in case of any inconsistencies between the Transaction Documents, this Agreement shall prevail except where otherwise expressly mentioned in this Agreement;

1.2.16

any reference herein to the Registration Statement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3, which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Registration Statement; and

1.2.17

any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Registration Statement, deemed to be incorporated therein by reference prior to the Allotment Date.

1.3	The Parties acknowledge and agree that the Schedules attached hereto form an integral part of this Agreement.

2.	UNDERWRITING

2.1

On the basis of the representations and warranties contained in this Agreement and subject to its terms and conditions, each of the Underwriters hereby, severally and not jointly (nor severally and jointly), agrees to subscribe to, or procure subscription for, the Devolved Shares in the Rights Issue to be issued and offered pursuant hereto in the manner and on the terms and conditions contained in Section 4 hereof.

3.	RIGHTS ISSUE DOCUMENTS

3.1	The Company confirms that it has prepared and authorised the following documents for use in connection with the Rights Issue:

3.1.1

Letter of Offer;

3.1.2

Abridged Letter of Offer;

3.1.3

The Composite Application Form; and

3.1.4

Registration Statement.

together with all amendments, corrections, supplements or notices to investors, for use in connection with the Rights Issue.

4.	UNDERWRITING PROCEDURE

4.1

On the basis of the representations and warranties contained in this Agreement and subject to satisfaction of the terms and conditions of this Agreement including the conditions precedent set out in Section 6, each Underwriter shall, severally and not jointly, subscribe themselves or procure subscribers for their Underwriter’s Commitment of the Devolved Shares as per the terms and conditions of this Agreement.

4.2	The Underwriters shall, or shall procure that their respective Affiliates, subscribe to the Devolved Shares, in accordance with applicable Law, to discharge each of their underwriting obligations.

4.3	The obligations of each Underwriter, in relation to the Devolved Shares (if any), shall be discharged in the manner set forth below:

4.3.1

Each Underwriter acknowledges that prior to issuing a Devolvement Intimation, the Board of Directors of the Company may at their sole discretion, in accordance with the requirements of applicable law, offer the unsubscribed Offered Shares to such persons as they deem fit.

4.3.2

For the purposes of this Section 4, the Company shall, acting on the advice of the Underwriters, extend the Rights Issue Period by extending the Rights Issue Closing Date, by such number of days as may be agreed to between the Company and the Underwriters in writing announcing a new Rights Issue Closing Date, provided that the Rights Issue Period shall not in any event exceed 30 calendar days.


4.3.3		(a)		The Company shall, on or prior to the sixth Working Day, of the Rights Issue Closing Date, provide written notice (the “Devolvement Intimation”) to the Underwriters of the quantity of Expected Devolved Shares. The Company shall make available to the Underwriters, the manner of computation of the Expected Devolved Shares, and also furnish a certificate in support of such computation from an independent Chartered Accountant.

(b)

Each Underwriter shall, after receipt of the Devolvement Intimation, and not later than two Working Days from the receipt of the Devolvement Intimation, procure subscriptions or make applications to subscribe to the its Underwriter’s Commitment of Expected Devolved Shares, as required under this Agreement and pay or cause the payment into the Rights Issue escrow account, the pay-in at the Rights Issue Price with respect to its Underwriter’s Commitment of the Expected Devolved Shares.

(c)

The Company shall, within eight Working Days from the Rights Issue Closing Date, provide a written notice (“Final Devolvement Notice”) to the Underwriters in relation to the Devolved Shares. The Final Devolvement Notice shall state the following details: (i) Expected Devolved Shares as provided under the Devolvement Intimation; (ii) cases of technical rejections/withdrawals; and (iii) Top-Up Shares. The Company shall make available to the Underwriters, the manner of computation of the Devolved Shares, and also furnish a certificate in support of such computation from an independent Chartered Accountant.

(d)

Each Underwriters shall, after receipt of the Final Devolvement Notice, and not later than one Working Day from the receipt of the Final Devolvement Notice, procure subscriptions or make applications to subscribe to its Underwriter’s Commitment of the Top-Up Shares, as required under this Agreement and pay or cause the payment into the Rights Issue escrow account, the pay-in at the Rights Issue Price with respect to its Underwriter’s Commitment of the Top-Up Shares.

4.4

In the event that any Underwriter discharges any underwriting obligations of any other Underwriter (for the purposes of this section, the “Defaulting Underwriter”), such Underwriter shall have full recourse to such Defaulting Underwriter without any participation or involvement required by, or liability of, the Company.

4.5

In the event that an Underwriter subscribes to, or procures subscription for Devolved Shares to the extent of any shortfall in the Underwriter’s Commitment of any Defaulting Underwriter under this Agreement, then such Underwriter shall have a put option against such Defaulting Underwriter in respect of such Offered Shares constituting the shortfall in such Defaulting Underwriter’s Underwriter’s Commitment. Upon exercise by an Underwriter of the put option by a notice in writing at any time after subscription of the Offered Shares, such Defaulting Underwriter shall be obliged to purchase or procure the purchase of such Offered Shares to the extent of the shortfall in its underwriting obligation from the respective Underwriter at the Rights Issue Price on the Working Day immediately following receipt of the notice.

4.6

In the event of a failure of any Defaulting Underwriter to fulfill its obligations under the put option under Section 4.5, the respective Underwriter, in addition to and without prejudice to the remedies available to it under applicable Law, shall be entitled to sell or dispose of the Offered Shares (representing the shortfall in the Underwriter’s Commitment of such Defaulting Underwriter) to any person or generally in the market or otherwise at a price realizable by it, and in the event that the proceeds from the sale of such Offered Shares is less than cost of the Offered Shares purchased by it or if the Underwriter has not sold some or all of such Offered Shares, such Defaulting Underwriter shall fully indemnify and hold it harmless from and against any such loss on account of the sale or retention of some or all of such Offered Shares, including any costs or expenses incurred by it on the acquisition of such Offered Shares and the sale of such Offered Shares.

4.7	It is hereby clarified that no Underwriter is and in no event would any Underwriter be liable to take up the share of the Underwriters’ Commitment of any other Underwriter and the obligations of the Underwriters under this Agreement are, in all events, several and not joint.

4.8

In the event of failure of any of the Underwriters to procure subscribers for, or subscribe themselves to their respective portions of the Devolved Shares, as required under this Section 4, the Company may make arrangements for one or more persons to purchase such Devolved Shares without prejudice to the right of the Company to take such measures and proceedings as may be available to them against the Defaulting Underwriter including the right to claim damages for any loss suffered by the Company by reason of failure on part of the Underwriter to subscribe to the Devolved Shares as aforesaid.

4.9	Notwithstanding anything contained in this Agreement, the maximum aggregate liability of each Underwriter pursuant to this Section 4 (including Section 4.8 herein above) shall be limited to its Underwriter’s Commitment.

4.10	Nothing in this Section 4 shall authorize the Underwriters to enter into any sub-underwriting, procurement, placement, purchase, subscription (or similar) arrangement with any person in respect of their Underwriter’s Commitment.

5.	FEES AND EXPENSES

5.1

The Company shall pay each Underwriter the fees and expenses as per 0 hereto, irrespective of whether the Offered Shares are subscribed or are required to be subscribed to by the Underwriter as part of the Devolved Shares. Such fees, and expenses shall be paid in the manner set forth in 0 hereto to each Underwriter in proportion to their Underwriter’s Commitment. In case of any inconsistency in relation to such fees and expenses between the terms of any of the Transaction Documents, the terms of this Agreement shall prevail.

6.	CONDITIONS TO THE UNDERWRITER’S OBLIGATIONS

6.1	The obligations of each Underwriter under this Agreement to subscribe to (or procure subscribers for) its Underwriter’s Commitment are subject to the fulfilment of the following conditions within the time prescribed for such fulfilment of each such condition in this Section 6.1:

6.1.1

The Promoter submits a valid ASBA Application to a SCSB in respect of the Offered Shares representing the Assured Subscription within, or after one day of the expiry of, the Issue Period and, in any event, prior to the issue of the Final Devolvement Notice.

6.1.2

Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment or supplement thereto); and prior to the Rights Issue Opening Date:

(a)

in the sole opinion of such Underwriter, the absence of a Material Adverse Effect;

(b)

all corporate and regulatory approvals required to be obtained by the Company for the Rights Issue, having been obtained by the Company and having remained in full force and effect; and

(c)

the Letter of Offer and any supplement thereto, having been filed by the Company with SEBI and the Stock Exchanges as required by Regulation 10(2) of the SEBI Regulations.

6.1.3

The Company shall have complied with all of the covenants set out in Section 9 of this Agreement on its part to be performed or satisfied on or before the Allotment Date, provided that satisfaction of this condition shall not require compliance with Section 9.2.

6.1.4

The Underwriter shall have received on: (i) the date of this Agreement, (ii) the Rights Issue Opening Date, (iii) the commencement of the ADS Offering, (iv) the date of the Devolvement Intimation, (v) the Allotment Date, and (vi) the date for issuance and delivery of the Offered ADSs, certificates, as of each date, and signed by an authorized officer of the Company, certifying that:

(a)

since the date of this Agreement or since the date as of which any information is provided in each of the Letter of Offer and the Rights Issue Documents until the Rights Issue Closing Date, there has not occurred any Material Adverse Effect;

(b)

the representations and warranties of the Company in this Agreement are true and correct on and as of such date; and

(c)

that the Company has complied with this Agreement, to the extent applicable, and performed or satisfied the conditions and obligations on its part to be performed or satisfied under this Agreement.

6.1.5

The Underwriters shall have received:

(a)

opinions and 10b-5 letter, on and dated the Allotment Date, of Amarchand & Mangaldas & Suresh A. Shroff & Co., or any successor firm thereof, Indian counsel to the Company, as to Indian law in form and substance satisfactory to the Underwriters;

(b)

opinions and 10b-5 letter, on and dated the Allotment Date, of AZB & Partners, Indian counsel to the Underwriter, as to Indian law in form and substance satisfactory to the Underwriters;

(c)

opinions, on and dated the commencement date of the ADS Offering, the Allotment Date and the date for issuance and delivery of the Offered ADSs, respectively, of Patterson Belknap Webb & Tyler LLP, counsel for the Depositary, as to United States law in form and substance satisfactory to the Underwriters;

(d)

opinions and 10b-5 letters, on and dated the Allotment Date, respectively, of Sullivan & Cromwell, international counsel to the Company, as to United States law in form and substance satisfactory to the Underwriters; and

(e)

10b-5 letters, on and dated the Allotment Date of Shearman & Sterling, international counsel to the Underwriters, in form and substance satisfactory to the Underwriters.

6.1.6

In the event the number of Devolved Shares exceeds 40 per cent. of the Offered Shares, the Underwriters shall have received a lock–up letter substantially in the form of Schedule B from the Promoter dated as of the date of listing of the Offered Shares, and signed by an authorized officer of the Promoter prior to or along with the Devolvement Intimation (“Lock–up Letter”).

6.1.7

The Underwriters shall have received on each of (i) Filing Date, (ii) the Allotment Date, (iii) the commencement date of the ADS Offering, and (iv) the date for issuance and delivery of the Offered ADSs, a letter, dated the respective dates thereof, in form and substance satisfactory to the Underwriters from Deloitte Haskins & Sells, independent statutory auditors with respect to the Company; containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Rights Issue Documents, and each such letter shall use a “cut–off” date not earlier than a date three days prior to the date of such letter.

6.1.8

The Final Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433 and no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or any notice objecting to their use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

7.	SETTLEMENT/CLOSING

7.1	Within 2 (two) Working Days from the Rights Issue Closing Date, the Banker to the Issue shall issue a Provisional Collection Certificate to the Company and the SCSBs shall issue a final certificate to the Company with regards to the ASBA Applications.

7.2	On the third calendar day after the Rights Issue Closing Date, the post-issue Lead Manager shall file the three days report with SEBI in accordance with applicable Law

7.3	The Bankers to the Issue, shall issue a final certificate within four Working Days from the Rights Issue Closing Date.

7.4	The Company shall determine the Expected Devolved Equity Shares and the Devolved Equity Shares, if any.

7.5

The Company shall file the basis of allotment for the Issue with the Designated Stock Exchange (i) in the event all the Offered Shares have been subscribed in the Rights Issue, within eight Working Days from the Rights Issue Closing Date; or (ii) in the event the underwriting obligation devolves on the Underwriters in accordance with Section 5 of this Agreement, within one Working Day from the fulfilment by each of the Underwriters of its respective obligations pursuant to issuance of the Final Devolvement Intimation.

7.6	The Company, immediately upon finalizing the basis of allotment with the Designated Stock Exchange as described in Section 7.4 above, acting through its board or a committee thereof, shall meet to allot the Offered Shares.

8.	REPRESENTATIONS AND WARRANTIES

8.1

The Company represents and warrants to, and agrees with, the Underwriters, as of (i) the date of this Agreement, (ii) the Rights Issue Opening Date, (iii) the commencement of the ADS Offering, (iv) the date of the Devolvement Intimation, (v) the Allotment Date, and (vi) the date for issuance and delivery of the Offered ADSs, that:

8.1.1

The Rights Issue Documents did not as of their date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this paragraph shall not apply to any statement or omission in the Rights Issue Documents relating to the Underwriters made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriters expressly for use therein. For the avoidance of doubt, the only such information provided by each Underwriter consists solely of its legal name, SEBI registration number and contact details.

8.1.2

The Company meets the requirements for use of Form F-3 under the Act and will prepare and file with the Commission an automatic shelf registration statement, as defined in Rule 405 on Form F-3, including a related Base Prospectus, for registration under the Act of the offering and sale of a portion of the Offered Shares (including Offered Shares underlying Offered ADSs). Such Registration Statement, including any amendments thereto filed prior to the Execution Time, will become effective upon filing. The Company will file with the Commission a final prospectus supplement relating to the Offered ADSs in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder. The Registration Statement, at the time it is filed, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.

8.1.3

On each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Allotment Date (as defined herein), the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the respective rules thereunder; on each Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b), the Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8.1.1 hereof.

8.1.4

(i) The Disclosure Package, and (ii) each electronic road show, when taken together as a whole with the Disclosure Package does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8.1.1 hereof.

8.1.5

(i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Offered ADSs in reliance on the exemption in Rule 163, and (iv) at the Execution Time (with such date being used as the determination date for purposes of this clause (iv)), the Company was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405. The Company agrees to reimburse the Lead Manager for any fees required by the Commission relating to the Offered ADSs, provided that the Lead Manager has paid such fees within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

8.1.6

(i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Offered ADSs and (ii) as of the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.

8.1.7

Each Issuer Free Writing Prospectus does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein by reference and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

8.1.8

A registration statement (file number 33-119066) on Form F-6 for the registration under the Act of the offering and sale of the ADSs has been filed. One or more amendments thereto may have been filed, each of which has previously been furnished to the Underwriters or is otherwise available on the Commission’s Electronic Data Gathering, Analysis and Retrieval system. Such ADS Registration Statement at the time of its effectiveness did comply and on the Closing Date, will comply, in all material respects with the applicable requirements of the Act and the rules thereunder and at the time of its Effective Date and at the Execution Time, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading.

8.1.9

Upon issuance by the Depositary of ADSs against deposit of Underlying Shares in accordance with the provisions of the Deposit Agreement, such ADSs will be duly and validly issued and persons in whose names the ADSs are registered will be entitled to the rights specified in the ADSs and in the Deposit Agreement.

8.1.10

Other than any tax that may be incurred on the Underwriters’ actual net income, profits or gains in connection with the Rights Issue, no stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable by or on behalf of the Underwriters in connection with (A) the delivery of the Offered Shares in the manner contemplated by this Agreement, or (B) the deposit with the Depositary of the Underlying Shares against issuance of the ADSs evidencing the ADSs, as contemplated herein.

8.1.11

Except as described in the Disclosure Package, all dividends and other distributions declared and payable on the Ordinary Shares may under current Indian law and regulations be paid to the Depositary and to the holders of Securities, as the case may be, in Indian Rupees and may be converted into foreign currency that may be transferred out of India in accordance with the Deposit Agreement.

8.1.12

The Company was not a Passive Foreign Investment Company (“PFIC”) within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended, for the taxable year ended March 31, 2014 and does not expect to become a PFIC for the taxable years ending March 31, 2015 and March 31, 2016.

8.1.13

The Rights Issue Documents (other than the Disclosure Package and the ADR Registration Statement) comply, or will comply, as the case may be, with SEBI Regulations and in all material respects with all applicable Indian laws and the rules and regulations of the Stock Exchanges, in each case to the extent applicable to the Rights Issue and any transaction contemplated by this Agreement.

8.1.14

The Company is eligible to undertake the Rights Issue in accordance with the SEBI Regulations and that all the requirements related to the equity listing agreements with the Stock Exchange have been duly complied with for a period of three years preceding the date of the Letter of Offer.

8.1.15

The Company has redressed at least 95 per cent. of the complaints received from investors until the end of the quarter immediately preceding the month of the date of the Letter of Offer.

8.1.16

The Company, its Directors and companies with which its directors are associated as directors, promoters, or person(s) in control, have not been prohibited from accessing the capital market by SEBI.

8.1.17

The Company has been duly incorporated and is validly existing as a public limited company under the laws of the Republic of India and no steps have been taken for its winding up, liquidation or receivership under the laws of the Republic of India and has all requisite corporate power and authority to own, operate and lease its properties and to conduct its business as described in the Rights Issue Documents and to enter into and perform its obligations under each of the Transaction Documents. The Company is duly qualified or licensed to transact business in each jurisdiction in which it operates, except to the extent that a failure to be so would not have a Material Adverse Effect.

8.1.18

Each Subsidiary has been duly incorporated and is validly existing under the laws of its jurisdiction of incorporation, amalgamation, formation of continuance, as the case may be, is duly qualified or licensed to transact business in each jurisdiction in which such qualification or license is required and it has all the requisite corporate power and authority to own, operate and lease its properties and to conduct its businesses as described in the Rights Issue Documents except to the extent that a failure to be so would not have a Material Adverse Effect. In respect of each Material Subsidiary, no steps have been taken for their winding up, liquidation or receivership.

8.1.19

Each of the Transaction Documents has been duly authorized, executed and delivered by, and constitutes valid and legally binding obligations of, the Company, and is enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, and by possible judicial application of foreign laws or foreign governmental action affecting creditors’ rights.

8.1.20

All of the issued and outstanding shares of the Company have been duly authorised and validly issued and fully paid (except will be as disclosed in the Rights Issue Documents). Except as will be described in the Rights Issue Documents, there are no outstanding rights (including, without limitation, pre–emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interests in the Company, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options.

8.1.21

The Offered Shares have been duly authorised for issuance and when delivered, in accordance with the terms of this Agreement and the Rights Issue Documents, to the account of purchasers maintained with the depositary participant will pass good and clear title to such Offered Shares free of all restrictions on transfer, liens, encumbrances, security interests and claims whatsoever, and will be, except as will be disclosed in the Rights Issue Documents, validly issued and fully paid and the Rights Issue will be in compliance with applicable Laws, rules and guidelines. The issuance, transfer and/or sale of the Offered Shares will not be subject to any option, warrant, put, call, pre–emptive right, right of first refusal or other right to acquire or purchase any such Offered Shares other than pursuant to this Agreement; and the Offered Shares are not, and at the Allotment Date, will not be, except as will be disclosed in the Rights Issue Documents and this Agreement, subject to any restrictions on transfer, including, without limitation, any lock–up, standstill or other similar agreements or arrangements.

8.1.22

Except as described in the Rights Issue Documents, there are no limitations under applicable Indian Laws on the rights of holders of Offered Shares to hold or vote or transfer their Offered Shares.

8.1.23

Except as described in the Rights Issue Documents, no approvals of any governmental or regulatory authorities are required in India (including any foreign exchange or foreign currency approvals) in order for the Company to pay dividends declared by the Company to the holders of Offered Shares.

8.1.24

The execution and delivery by the Company of, and the performance by the Company of its obligations under this Agreement does not, and will not, result in a breach or violation or constitute a default under (i) any provision of applicable Law or the articles of association of the Company; (ii) agreement, obligation, condition, covenant or other instrument binding upon the Company or its Subsidiaries; or (iii) any judgment, order or decree of any governmental or regulatory body, agency or court having jurisdiction over the Company or its Subsidiaries, in each case which would reasonably be expected to result in a Material Adverse Effect. Except for filing of the Registration Statement with the Commission, and the Letter of Offer with SEBI, no consent, approval, authorisation, filing or order of, or qualification with, any governmental or regulatory body, agency or court is required for the performance by the Company of its obligations under, or for the consummation of the transactions contemplated by, each of this Agreement or in relation to the issuance of Offered Shares in accordance with this Agreement, except such as may be required by the Registrar of Companies, SEBI, Reserve Bank of India and the Stock Exchanges in connection with the offer of Offered Shares and except such as have been obtained and are in full force and effect or as would not otherwise reasonably be expected to have a Material Adverse Effect.

8.1.25

(i) There has not occurred any material adverse change, in the financial condition or in the business, management or assets of the Company and its Subsidiaries, taken as a whole from April 1, 2014 until the date of the Rights Issue Documents, except as may be disclosed in the Rights Issue Documents; and (ii) since December 31, 2014, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

8.1.26

Except as will be disclosed in the Rights Issue Documents, there are no actions, suits, proceedings, inquiries or investigations, before or brought by any court or governmental agency or body, domestic or foreign, or any arbitration proceeding now pending, against or affecting the Company or any of its Subsidiaries which would reasonably be expected to result in a Material Adverse Effect.

8.1.27

Except as will be disclosed in the Rights Issue Documents and except where it would not result in a Material Adverse Effect: (i) the Company and each of its Subsidiaries have all necessary licenses, consents, authorisations, approvals, orders, certificates and permits to own, lease, license, operate and use their properties and assets and to conduct their respective businesses as conducted as of the date of this Agreement and as of the Allotment Date; (ii) each such governmental licenses, consents, authorisations, approvals, orders, certificates and permits has been duly obtained by the Company or by its Subsidiaries, as applicable, and is held in the name of the Company or such Subsidiary, was validly issued, is in full force and effect; and (iii) there are no proceedings pending, relating to the revocation, modification or non–renewal of any such license, consent, authorization, approval, order, certificate or permit.

8.1.28

Except where it would not result in a Material Adverse Effect, neither the Company nor any of its Subsidiaries is (i) in violation of its respective articles of association, (ii) except as will be disclosed in the Rights Issue Documents, in default (and there has not been any event that has occurred that with the giving of notice or lapse of time or both would constitute a default) in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or such Subsidiary is a party or by which it may be bound, or to which any of the property or assets of the Company or such Subsidiary is subject, or (iii) except as will be disclosed in the Rights Issue Documents, in violation or default (and there has not been any event that has occurred that with the giving of notice or lapse of time or both would constitute a default) of any Law, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such Subsidiary.

8.1.29

The Company and each of its Subsidiaries own or possess, or can acquire on reasonable terms or are licensed to use, all material patents, patent rights, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection with the business now operated by them, and neither the Company nor any of its Subsidiaries has received any notice of infringement of, or conflict with, asserted rights of others with respect to any of the foregoing which would result in an unfavourable decision, ruling or finding, which would reasonably be expected to result in a Material Adverse Effect.

8.1.30

Except as will be otherwise disclosed in the Rights Issue Documents: (i) No labour problem, slowdown, work stoppage strike, lockout or dispute with the employees of the Company or any of its Subsidiaries exists; and (ii) the Company is not aware of any existing labour disturbances by the employees of the Company’s principal customers, suppliers, contractors or subcontractors; in each case which would reasonably be expected to result in a Material Adverse Effect. Except as will be disclosed in the Rights Issue Documents, the Company is not aware of any director or key managerial personnel of the Issuer who plans to terminate their position or employment with the Company and / or any of its Subsidiaries, except to the extent such termination either singly or together with other such terminations, would not reasonably be expected to result in a Material Adverse Effect. Except as will be disclosed in the Letter of Offer, there are no amounts owing or promised to any present or former directors or key managerial personnel of the Company, other than remuneration accrued or for reimbursement of business expenses and no directors or key management personnel of the Company have given or have been given notice terminating their employment.

8.1.31

Except as will be disclosed in the Rights Issue Documents, the Company and each of its Subsidiaries has legal, valid and transferable title to all immovable property owned by it that is material to the business or operations of the Company and legal and valid title to all other properties owned by it that is material to the business or operations of the Company, in each case, free and clear from all mortgages, liens, security interests, claims, restrictions or encumbrances, except (a) as will be disclosed in the Rights Issue Documents, or (b) such as do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or such Subsidiary; and all of the leases and subleases material to the business of the Company and each of its Subsidiaries under which such properties are held are in full force and effect, and neither the Company nor any of its Subsidiaries have received any notice of any material claim that has been asserted that is adverse to the rights of the Company or any such Subsidiary under any of the leases or subleases mentioned above, or affecting the rights of the Company to the continued possession of the leased or subleased premises under any such lease or sublease, except in each case, to hold such property or have such enforceable lease would not result in a Material Adverse Effect.

8.1.32

Except where it would not result in a Material Adverse Effect, the Company and each of its Subsidiaries are adequately insured against such losses and risks and in such amounts as are customary for the business in which they are engaged.

8.1.33

The Company and each of its Subsidiaries has filed all tax returns, reports and other information which are required to be filed by or with respect to it or has received extensions with respect thereof, except where any delay or omission of such filing would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries have paid all taxes required to be paid it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such tax, assessment, fine or penalty that is being contested in good faith.

8.1.34

The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general and specific authorizations; (ii) transactions are recorded as necessary to enable the preparation of financial statements in conformity with accounting principles generally accepted in India (“Indian GAAP”) and to maintain accountability for its assets; (iii) access to assets of the Company and each of its subsidiaries is permitted only in accordance with management’s general or specific authorizations and (iv) the recorded assets of the Company and each of its subsidiaries are compared to existing assets at periodic intervals of time, and appropriate action is taken with respect to any differences. Except as described in the Rights Issue Documents, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

8.1.35

All transactions and loans, liability or obligation between the Company on the one hand and (i) entities that Control or are Controlled by, or are under common Control with, the Company, (ii) entities over which the Company has a significant influence or which has a significant influence over the Company, (iii) persons owning an interest in the voting power of the Company that gives them significant influence over the Company, (iv) management personnel having authority and responsibility for planning, directing and Controlling the activities of the Company (including relatives of such management personnel, directors and senior management of the Company) and (v) entities in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (iii) or (iv) or over which such a person is able to exercise significant influence (including entities owned by directors or major shareholders of the Company and entities that have a member of key management in common with the Company) (x) have been and are, or will be, as the case may be, fair and on terms that are no less favourable to the Company than those that would have been obtained in a comparable transaction by the Company with an unrelated person and (y) will be, adequately disclosed in all material respects in the Rights Issue Documents and (z) are, or will be, as the case may be, to the Company’s knowledge, legally binding obligations of and fully enforceable against the persons enumerated in (i) to (iv) above.

8.1.36

Under the current laws and regulations of India and any political subdivision thereof, all amounts payable with respect to the Offered Shares upon liquidation of the Company and dividends and other distributions declared and payable on the Offered Shares may be paid by the Company to the holder thereof in Indian rupees and, subject to the provisions of the Foreign Exchange Management Act, 1999, as amended, and the regulations and guidelines framed thereunder, and the provisions of the Income Tax Act, 1961, as amended, may be converted into foreign currency and freely transferred out of India without the necessity of obtaining any governmental authorization in India or any political subdivision or taxing authority thereof or therein.

8.1.37

The financial statements of the Company included in the Rights Issue Documents, together with the respective related notes, schedules and annexures thereto, present fairly and truly, in all respects, the financial position of the Company and its subsidiaries as of the date shown and its results of operations and cash flows for the periods shown, and such financial statements have been prepared in accordance with the requirements of the Companies Act and Indian GAAP or the applicable body of generally accepted accounting principles specified therein, applied on a consistent basis throughout the periods involved.

8.1.38

Since the date of the latest financial statements of the Company included in the Rights Issue Documents, except as may be otherwise stated therein including the proposed changes, there has not been (i) any Material Adverse Effect, (ii) any transaction which is material to the Company and its Subsidiaries, taken as a whole, except for transactions entered into in the ordinary course of business, (iii) any liabilities or obligations, direct or contingent, incurred by the Company or its Subsidiaries, which would have a Material Adverse Effect, except for liabilities and obligations incurred in the ordinary course of business, or (iv) any changes in the share capital, or outstanding indebtedness of the Company and its Subsidiaries, taken as a whole, which are material to the Company and its Subsidiaries, taken as a whole nor is there any agreement by the Company or its Material aSubsidiaries to buyback any of their equity shares.

8.1.39

It is not engaged in any trading activities involving commodity contracts or other trading contracts which are not currently traded on a securities or commodities exchange and for which the market value cannot be determined.

8.1.40

The Company will use the net proceeds received by it from the Rights Issue in the manner specified in the Rights Issue Documents, as amended or supplemented.

8.1.41

The Company acknowledges and agrees that (i) the issuance of the Offered Shares to the Underwriters pursuant to this Agreement, is an arm’s–length commercial transaction between the Company, on the one hand, and each of the Underwriters, on the other hand, (ii) in connection with the Rights Issue contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, creditors, employees or any other party, (iii) the Underwriters have not assumed or will not assume an advisory or fiduciary responsibility in favour of the Company with respect to the Rights Issue contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters) and the Underwriters have no obligation to the Company with respect to the Issue contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the Rights Issue contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

8.1.42

As at the date of any amended Rights Issue Document or supplement to a Rights Issue Document prepared by the Company in accordance with the terms of this Agreement, the representations and warranties of the Company contained in this Section 8 will be true and accurate with respect to any Rights Issue Document as so amended or supplemented as if repeated as at such date.

8.1.43

Except as described in the Rights Issue Documents or as would reasonably be expected to result in a Material Adverse Effect, the Company and each of its Subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local Laws relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required by any applicable Environmental Laws and (iii) are in compliance with all terms and conditions of any such permit, license or approval; there are no pending or, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non–compliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its Subsidiaries.

Except as will be disclosed in the Rights Issue Documents or as would reasonably be expected to result in a Material Adverse Effect, there are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any contingent liabilities to third parties).

8.1.44

Any statistical and market–related data included in the Rights Documents are based on or derived from sources that the Company believes to be reliable.

8.1.45

The Company is a “foreign issuer” within the meaning of Regulation S under the Securities Act.

8.1.46

Neither the Company, nor any of its Affiliates or any person acting on its or their behalf has engaged or will engage in any “directed selling efforts” (within the meaning of Regulation S) with respect to the Offered Shares being offered and sold outside the United States; and each of the Company, its Affiliates and all persons acting on its or any of their behalf has complied with the offering restrictions requirements of Regulation S in connection with the offering of the Offered Shares outside the United States, except no representation, warranty or agreement is made by the Company in this paragraph with respect to (i) the Underwriters, (ii) any Affiliate of any Underwriter or (iii) any person acting on behalf of any Underwriter.

8.1.47

It is not necessary in connection with the offer, sale and delivery of the Offered Shares outside the United States to the Underwriters to the Underwriters in the manner contemplated by this Agreement to register the Offered Shares under the Securities Act.

8.1.48

None of the Company, its affiliates (as such term is defined in Rule 501 under the Securities Act), or any person acting on its or their behalf has, directly or indirectly, solicited any offer to buy, sold or offered to sell any security which is or would be integrated with the sale of the Offered Shares outside the United States in a manner that would require the Securities to be registered under the Securities Act, except no representation, warranty or agreement is made by the Company in this paragraph with respect to (i) the Underwriters, (ii) any Affiliate of any Underwriter or (iii) any person acting on behalf of any Underwriter.

8.1.49

The operations of the Company and each of its Subsidiaries are and have been conducted at all times, in compliance with applicable financial record keeping and reporting requirements and money laundering statutes in the Republic of India and of all jurisdictions in which the Issuer and each of its Subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to Money Laundering Laws is pending and, to the best of the Company’s knowledge, no such actions, suits or proceedings are threatened or contemplated.

8.1.50

Neither the Company, any of its Subsidiaries nor any director, officer or to the knowledge of the Company, any employee or agent associated with or acting on behalf of the Issuer or any of its Subsidiaries, is an individual or entity that is: (i) currently the subject of any sanction administered by the Office of Foreign Assets Control of the United States Department of the Treasury (including the Comprehensive Iran Sanctions, Accountability and Divestment Act 2010), any sanctions or measures imposed by the United Nations Security Council, the European Union or Her Majesty’s Treasury, or any sanctions or measures imposed on Syria by the United States or any sanctions or measures imposed or administered by any other relevant sanctions authority (collectively, the “Sanctions”) or (ii) located, organized or resident in a country or territory that is the subject of such Sanctions (including, without limitation, Burma/Myanmar, the Crimea region, Cuba, Iran, North Korea, Sudan and Syria) where its operations are in violation of such Sanctions and the Company will not directly or indirectly use all or a part of the proceeds of the issue of the Offered Shares and Offered ADSs or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person, to fund activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject of any Sanctions, or in a manner that would otherwise cause any person (including any person in or facilitating the offering of any Offered Shares and/or Offered ADSs, whether as underwriter, adviser or otherwise) to violate any Sanctions.

8.1.51

Neither the Company, any of its Subsidiaries nor any director, officer, or to the knowledge of the Company, any agent, employee or other person acting on behalf of the Company or any of its Subsidiaries, is aware of or has taken any action, directly or indirectly, in connection with the operation of the business, that would result in a violation by such persons of: (i) the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, (ii) the United Kingdom Bribery Act 2010, or (iii) any other applicable anti-bribery or anti-corruption law or regulation, in any jurisdiction in which the Issuer or any of its Subsidiaries operate (together, the “Relevant Laws”). The Company and each of its Subsidiaries have conducted their businesses in compliance with the Relevant Laws and have instituted and maintain policies and procedures designed to ensure continued compliance with, and prevent violation of the Relevant Laws by the Issuer or any of its Subsidiaries, and each have internal controls to monitor and prevent the above.

8.1.52

The Company shall not make any further issue of capital in any manner by way of issue of bonus shares, preferential allotment, rights issue, public issue or otherwise, during the period commencing from the filing of the Letter of Offer with the Stock Exchanges until the Offered Shares have been listed or application money is refunded on account of non-listing or under-subscription, except as will be disclosed in the Letter of Offer.

8.1.53

The Company has obtained authority for the Rights Issue vide a board resolutions dated January 27, 2015 and March 25, 2015 and a resolution of the shareholders dated March 5, 2015.

9.	UNDERTAKINGS BY THE COMPANY

9.1

Until the Allotment Date, the Company will immediately notify the Underwriters (i) of any material filing made by the Company of information relating to the Rights Issue or any material communications with any securities exchange or any other regulatory body in any other jurisdiction or (ii) if anything occurs which would render untrue or incorrect in any respect any of the representations and warranties contained in Section 8 hereof, or (iii) if any event shall occur or condition shall exist as a result of which it is necessary to amend or supplement the Rights Issue Documents in order that the Rights Issue Documents will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading, in light of the circumstances existing at the time it is delivered to a prospective purchaser or Applicant. If the Underwriters are so notified or become aware of any such filing, communication, occurrence or event, as the case may be, the Underwriters in consultation with the Company, may agree to allow the issuance of the Offered Shares pursuant to the Rights Issue to proceed on the basis of the Rights Issue Documents subject, if the Underwriters so request, to the publication of amended or supplementary Rights Issue Documents at the expense of the Company.

Subject to the foregoing, the Company will prepare such amendment or supplement as may be necessary to correct such representation, warranty, statement or omission, and the Company will promptly take such steps as may be reasonably requested by the Underwriters to remedy and/or publicize the same and furnish at the expense of the Company to the Underwriters such number of copies of such amendment or supplement as the Underwriters reasonably may request. The Company represents and agrees that, unless it obtains the prior consent of the Underwriters, it has not made and will not make any offer relating to the Offered Shares by means of any other instrument, document or other written communication (other than the Rights Issue Documents).

9.2

Subsequent to the execution and delivery of this Agreement, with respect to any development after the date of the Letter of Offer (whether or not such development pertains to matters existing prior to the date of the Letter of Offer), the Company will provide the Underwriters with any necessary reports, documents, papers or information for completion of their due diligence, as may be required by the Underwriters, to the satisfaction of the Underwriters.

9.3

The Company will advise the Underwriters promptly of any proposal to amend or supplement the Rights Issue Documents and will not effect such amendment or supplement without the consent of the Underwriters; provided that the Company shall not be precluded from discharging any obligation arising under law or as a result of any ruling, decree or other order of any judicial or administrative body. The consent of the Underwriters of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 6 hereof or waiver of termination rights.

9.4	The Company shall obtain in–principle approvals for listing the Offered Shares offered in the Rights Issue on or prior to date of filing of the Letter of Offer with the Stock Exchanges.

9.5

The Company shall pay (or, in compliance with all applicable Laws, procure payment of), promptly upon the same becoming due, any fees, stamp, registration or other taxes and duties, including interest and penalties, payable on or in connection with the issue of the Offered Shares, including the payment of service tax, as per the prevailing rates and/or any other similar taxes levied in future on payment of the fee payable to the Underwriters under the terms of this Agreement and the same shall be invoiced together with such fee.

9.6

In case of devolvement on the Underwriters, in excess of 40% of the total number of Offered Shares in accordance with and subject to the terms and conditions of this Agreement, the entire shareholding of the Promoters would be subject to lock up of 90 days from the date of listing of the Offered Shares. Such lock up shall not apply to (i) any Offered Shares that the Promoters may subscribe to in addition to their full rights entitlement of Offered Shares; and (ii) any pledge given to secure any loans granted to the Promoters or the Company.

9.7

The Company shall not, without the prior written consent of the Lead Managers, for a period of 90 days from the date of listing of the Offered Shares, issue any Ordinary Shares or ‘A’ Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares or ‘A’ Ordinary Shares or publicly announce any intention to do so during the aforesaid period. However, the Company may, during the aforementioned period, issue securities on account of conversion of financial instruments outstanding as of the date of the Letter of Offer in connection with the Rights Issue.

9.8

Prior to the completion of the offering of the Offered ADSs, the Company will not file any amendment of the Registration Statement or supplement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. The Company will promptly advise the Underwriters (i) when any supplement to the Final Prospectus shall have been filed (if required) with the Commission pursuant to Rule 424(b) or the ADS Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Offered ADSs, any amendment to the Registration Statement or the ADS Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, the ADS Registration Statement, or for any supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or of any notice objecting to their use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered ADSs for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its commercially reasonable efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or the ADS Registration Statement or a new registration statement and using its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable.

9.9

If any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Underwriters so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; (iii) use its best efforts to have any amendment to the Disclosure Package or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus; and (iv) supply any amendment or supplement to the Underwriters in such quantities as the Underwriters may reasonably request.

9.10	As soon as reasonably practicable, the Company will make generally available to its security holders and to the Underwriters an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158.

9.11

The Company will furnish to the Underwriters and counsels for the Underwriters, without charge, signed copies of the Registration Statement and the ADS Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required (including in circumstances where such requirement may be satisfied pursuant to Rule 172) by the Act, as many copies of each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Underwriters may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.

9.12

Prior to the completion of the offering of the Offered ADSs, the Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Shares or the Offered ADSs.

9.13

The Company agrees that, unless it has or shall have obtained the prior written consent of the Underwriters, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Offered ADSs that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any Free Writing Prospectus included in Schedule C hereto. Any such free writing prospectus consented to by the Underwriters or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

9.14	The Company will use the net proceeds received by it from the issue of the Offered Shares and Offered ADSs in the manner specified in the section entitled “Use of Proceeds” in the Disclosure Package and the Final Prospectus.

10.

UNDERWRITERS’ REPRESENTATIONS, WARRANTIES, DECLARATIONS, COVENANTS, UNDERTAKINGS AND AGREEMENTS

10.1	Each Underwriter hereby, severally and not jointly, makes the following acknowledgments, representations, warranties, declarations, covenants, undertakings and agreements to the Company, as of the date of this Agreement:

10.1.1

it satisfies the net worth capital adequacy requirements specified under the SEBI (Underwriters) Regulations 1993, as amended or clarified from time to time, or by–laws of the stock exchange of which such Underwriter is a member and that it is competent to undertake the underwriting obligations mentioned herein and the Underwriter shall deliver to the Company a self certified copy of its latest net worth certificate;

10.1.2

it is eligible to act as an underwriter in accordance with the SEBI (Underwriters) Regulations 1993, as amended or clarified from time to time or the SEBI (Stock–brokers and Sub–brokers) Regulations, 1992, as amended or clarified from time to time, and such certificate is valid and in existence and that it is entitled to carry on business as an underwriter under the Securities and Exchange Board of India Act, 1992, as amended;

10.1.3

it consents to being named as an Underwriter in the Rights Issue Documents; and

10.1.4

it has not and shall not directly or indirectly, including through an Affiliate, enter into any sub-underwriting procurement, placement, subscription (or similar) arrangement with any person in respect of its Underwriting Commitment;

10.1.5

it shall not, without the Company’s prior consent, sell any of the Devolved Shares other than on the Stock Exchanges;

10.1.6

with respect to offers and sales of the Offered Shares outside the United States, each Underwriter agrees that:

(a)

understands that no action has been taken or will be taken in any jurisdiction by the Company that would permit a public offering of the Offered Shares, or possession or distribution of the Rights Issue Documents or any other offering or publicity material relating to the Offered Shares, in any jurisdiction where action for that purposes is required;

(b)

it has complied and will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers the Offered Shares or distributes the Rights Issue Documents or such other offering or publicity material, in all cases at its own expense;

(c)

it has not used, authorised use of, referred to, distributed or participated in the planning for use of, and will not use, authorize use of, refer to, distribute or participate in the planning for use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Offered Shares other than: (i) the Rights Issue Documents, (ii) any written communication that contains either (A) no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) or (B) “issuer information” that was included in the Rights Issue Documents, (x) any written communication relating to or that contains the terms of the Offered Shares and/or other information that was included in the Rights Issue Documents, or (z) any written communication prepared by such Standby Purchaser and approved by the Company in advance in writing;

10.1.7

except as otherwise contemplated in this Agreement, it shall not, for its own account or in connection with its Underwriter’s Commitment, during the period from the date of this Agreement until the Allotment Date, directly or indirectly, enter into any hedge, short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any Ordinary Shares, the ‘A’ Ordinary Shares, the ADSs, rights relating thereto, or any other securities of the Company, or with respect to any security that includes, relates to, or derives any significant part of its value from such securities, including the S&P BSE Auto Index and the CNX Auto Index, whether such transactions take place over the counter, in cash, on the Stock Exchanges, on the NYSE or otherwise. The foregoing restriction is expressly agreed to preclude the Underwriters from engaging in any hedging or similar transaction which is designed to or which reasonably could be expected to lead to or result in a movement in the price of, or affect the demand for, the Company’s securities; and

10.1.8

this Agreement has been duly authorised, executed and delivered by, and is a valid and legally binding obligation of, such Underwriter, enforceable against such Underwriter in accordance with its terms.

11.

INDEMNITY

11.1	The Company agrees to indemnify and hold harmless each Underwriter, its Affiliates, their respective directors, officers, employees and agents and each person who Controls such Underwriter as follows:

11.1.1

against any and all loss, liability, claim, damage, costs, charge and expense, including without limitation, any legal or other expenses reasonably incurred in connection with investigating, defending, disputing or preparing such claim or action, whatsoever, as incurred, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any of the Letter of Offer (or any amendment or supplement thereto) or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement relating to the Offered ADSs as originally filed or in any amendment thereof, or in any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading;

11.1.2

against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced, or of any claim whatsoever arising out of or based upon (i) any such untrue statement or omission or any such alleged untrue statement or omission; provided that (subject to Section 11.4 hereof) any such settlement is effected with the written consent of the Company; or (ii) any breach of the representations, warranties or covenants contained in this Agreement; provided that (subject to Section 11.4 hereof) any such settlement is effected with the written consent of the Company; and

11.1.3

against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel chosen by the Underwriter as the case may be), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever arising out of or based upon (i) any such untrue statement or omission or any such alleged untrue statement or omission; to the extent that any such expense is not paid under Section 11.1.1 or 11.1.2 hereof; or (ii) any breach of the representations, warranties or covenants contained in this Agreement; to the extent that any such expense is not paid under Section 11.1.1 or 11.1.2 hereof;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use in the Rights Issue Documents (or any amendment thereto). The Company acknowledges that the legal name, SEBI registration number and contact details of the Underwriter constitutes the only information furnished in writing to the Company by the Underwriter expressly for use in the Rights Issue Documents. This indemnity agreement will be in addition to any liability which the Company may otherwise have pursuant to applicable law.

11.2

Each Underwriter agrees, to indemnify and hold harmless the Company and its Affiliates, and their respective directors and officers, to the same extent as the foregoing indemnity from the Company to the Underwriter, but only with reference to information relating to the Underwriter furnished to the Company in writing by the Underwriter in writing expressly for use in any of the Rights Issue Documents, or any amendments or supplements thereto, it being understood and agreed by the Company that the only such information provided by the Underwriter to the Company is the name, SEBI registration number and contact details of the Underwriter. Provided further that in no event shall the liability of each Underwriter under this Clause 11.2 exceed the fees received by it under the terms of the Underwriting Agreement.

11.3

In case any proceeding (including any governmental or regulatory investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Sections 11.1 or 11.2 hereof such person (the “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing (provided that the failure to notify the Indemnifying Party shall not relieve it from any liability that it may have under this Section 11 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defences) by such failure; and provided further that the failure to notify the Indemnifying Party shall not relive it from any liability that it may have to an Indemnified Party otherwise than under this Section 11.3) and the Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed in writing to the retention of such counsel; (ii) the Indemnifying Party has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defences available to it that are different from or in addition to those available to the Indemnifying Party; or (iv) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in respect of the legal expenses of any Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Parties and that all such fees and expenses shall be reimbursed as they are incurred. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

11.4

To the extent the indemnification provided for in Sections 11.1 or 11.2 is unavailable to an Indemnified Party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Party under such paragraph, in lieu of indemnifying such Indemnified Party thereunder shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the Rights Issue. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each Indemnifying Party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of the Offered Shares purchased under this Agreement (before deducting expenses) received by the Company bear to the total underwriting fees received by the Underwriters with respect to the Offered Shares purchased under this Agreement as set forth in this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this subsection 11.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection 11.4. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection 11.4 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection 11.4, the Underwriter shall not be required to contribute any amount in excess of the amount by which the total price at which the Issue Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

11.5

No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding.

11.6	The remedies provided for in this Section 11 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Party at law or in equity.

11.7

The indemnity provisions contained in this Section 11 and the representations warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Underwriter or any person controlling the Underwriter or by or on behalf of the Company, its respective officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Issue Shares.

12.

TERMINATION

12.1	This Agreement shall be subject to termination by notice in writing given by any Underwriter to the Company:

12.1.1

at any time after the execution and delivery of this Agreement, if the Assured Subscription is not met within the time-limits specified in this Agreement.

12.1.2

if any of the conditions set out in Section 6 of this Agreement are not fulfilled within the time prescribed for such fulfilment of such condition in Section 6.

12.2	Notwithstanding anything contained in Section 12.1, this Agreement shall be subject to termination by notice in writing given by any of the Underwriters to the Company, if subsequent to the execution and delivery of this Agreement, and prior to the Allotment Date:

12.2.1

Allotment of Offered Shares to the Promoter to the extent of the Assured Subscription is not approved in terms of the basis of Allotment approved by the Designated Stock Exchange;

12.2.2

there has occurred a material adverse change in the financial markets in India or United States or any outbreak of hostilities or escalation thereof affecting India or United States, or any change or development involving a prospective change in financial or economic conditions in India or in the United States, in each case the effect of which is, in the judgment of such Underwriter, so material and adverse as to make it impracticable to proceed with the Rights Issue;

12.2.3

all corporate and regulatory approvals required to be obtained by the Company for the Rights Issue prior to the Allotment Date, have not been obtained by the Company as of the dates on which such corporate and regulatory approvals are required to be obtained;

12.2.4

a banking moratorium has been declared by either Indian, United States or New York authorities; or

12.2.5

there shall have occurred a regulatory change, (including, but not limited to, a change in the regulatory environment in which the Company and its subsidiaries operate or a change in the regulations and guidelines governing the terms of the Rights Issue) or an order or directive from SEBI, ROC, BSE, NSE, NYSE or any other governmental, regulatory or judicial authority pertaining to the securities market(s) that, makes it, in the reasonable judgment of such Underwriters acting in good faith, impossible or the Company ineligible to proceed with the Issue.

12.3

Notwithstanding anything contained in Section 12.1, this Agreement shall be subject to termination by notice in writing given by any of the Underwriters to the Company, if the Company fails to fulfil its obligations in terms of Section 7.6 within the time prescribed for such fulfilment in terms of the SEBI Regulations.

12.4

Upon termination of this Agreement in accordance with this Section 12, the Parties to this Agreement shall (except for any liability arising before or in relation to such termination and except as otherwise provided herein) be released and discharged form their respective obligations under or pursuant to this Agreement.

12.5

The provisions of Sections 5, 7, 8, 11, this Section 12.5, 13, 15, 16, 17, 18, 19 and 20 hereof, and other statements of the Company or its officers and of the Underwriter set forth in or made pursuant to this Agreement shall survive the termination of this Agreement pursuant to this Section 12, regardless of any investigation made by or on behalf of any Underwriter, the Company and will survive delivery of and payment for the Offered Shares.

12.6	No Underwriter shall be liable for the acts and omissions of any other Underwriter. In the event that any Underwriter terminates this Agreement pursuant to this Section 12, such termination shall not affect the rights and obligations of the Company or the other Underwriters.

13.

NOTICES

13.1

Any notice or other communication given pursuant to this Agreement must be in writing and (a) delivered personally, (b) sent by telefacsimile or other similar facsimile transmission, (c) or sent by registered mail, postage prepaid, address of the Party specified in the recitals to this Agreement, or to such fax number as may be designated in writing by such Party. All notices and other communications required or permitted under this Agreement that are addressed as provided in this Section 13 will (x) if delivered personally or by overnight courier, be deemed given upon delivery; (y) if delivered by telefacsimile or similar facsimile transmission, be deemed given when electronically confirmed; and (z) if sent by registered mail, be deemed given when received.

If to the Company:

TATA MOTORS LIMITED

Bombay House

24 Homi Mody Street

Mumbai 400 001

Fax: +91 (22) 6665 7799/ +91 (22) 6665 7788

Attention: Mr. H. K. Sethna/ Mr. Vijay B Somaiya

If to the Underwriters:

If to:

CITIGROUP GLOBAL MARKETS INDIA PRIVATE LIMITED

1202, 12^th Floor

First India Financial Centre

G-Block, Bandra Kurla Complex, Bandra East

Mumbai 400 051

Attention: Mr. Abhinav Lamba

Fax no.: +91 (22) 6175 9961

If to:

CREDIT SUISSE SECURITIES INDIA PRIVATE LIMITED

9^th Floor, Ceejay House

Plot F, Shivsagar Estate

Dr. Annie Besant Road, Worli

Mumbai 400 018

Fax: (+91 22) 6777 3820

Attention: Rana Rajan

If to:

DSP MERRILL LYNCH LIMITED

8^th Floor

Express Towers

Nariman Point

Mumbai 400021

Fax: +91 (22) 2204 8518

Attention: Sohit P. Kapoor

If to:

HSBC SECURITIES AND CAPITAL MARKETS (INDIA) PRIVATE LIMITED

52/60 Mahatma Gandhi Marg

Fort

Mumbai 400 001

Fax: +91 (22) 4914 6215

Attention: Mr. Sanjay Bajaj

If to:

ICICI SECURITIES LIMITED

ICICI Centre

H.T. Parekh Marg, Churchgate

Mumbai 400 020

Fax: +91 (22) 2282 6580

Attention: Mr. Pranjal Srivastava

If to:

J.P. MORGAN INDIA PRIVATE LIMITED

J.P. Morgan Tower,

Kalina, Off C.S.T. Road,

Santacruz (East),

Mumbai 400 098

Fax: +91 (22) 6157 3911

Attention: Mr. Vinay Menon

If to:

KOTAK MAHINDRA CAPITAL COMPANY LIMITED

27 BKC, Bandra Kurla Complex

Bandra (E)

Mumbai 400 021

Fax: +91 (22) 6713 2447

Attention: Ajay Vaidya

If to:

SBI CAPITAL MARKETS LIMITED

202, Maker Tower E

Cuffe Parade

Mumbai 400 005

Fax: +91 (22) 22188332

Attention: Mr. Avinash Kulkarni

14.

TIME OF ESSENCE

14.1	The Parties hereto agree that time shall be of the essence in respect of the performance by the Company and the Underwriter of their respective duties, obligations and responsibilities under or pursuant to this Agreement.

15.

GOVERNING LAW AND JURISDICTION

15.1

This Agreement shall be governed by and construed in accordance with the laws of the Republic of India. Subject to Section 16 hereof, courts in Mumbai shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement, or the breach, termination or validity thereof.

16.

ARBITRATION

16.1

The Parties agree to negotiate in good faith to resolve any dispute, difference or claim among the Parties arising out of or in connection with this Agreement, including the construction, validity, execution, performance, termination or breach hereof. Only if the Parties fail to resolve the dispute within 30 days by amicable arrangement and compromise, such dispute may be resolved by the arbitration proceedings referred to in this Section 16.

16.2

Save as provided in Section 16.3 below, any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, implementation or termination, or the legal relationships established by this Agreement (“Dispute”), shall be referred to and finally resolved by arbitration. The number of arbitrators shall be three (3). The applicable rules shall be the LCIA India Arbitration Rules as modified from time to time (the “Rules”), which Rules are deemed to be incorporated by reference into this paragraph provided that in the event of conflict between the Rules and this Section 16.2, the latter shall prevail. The Underwriters (acting jointly) shall appoint one arbitrator and the Company shall appoint the second arbitrator and the third arbitrator shall be appointed by the LCIA Court in accordance with the Rules. The seat, or legal place, of arbitration shall be Mumbai, India. The language to be used in the arbitral proceedings shall be English. The award shall be final and binding on the parties. A person who is not a party to this Agreement shall have no right to enforce any of its terms. The arbitration shall be governed by the Arbitration and Conciliation Act, 1996, as amended (the “Arbitration Act”), and the procedure to be followed shall be as laid out in the Arbitration Act. Each party shall bear the cost of preparing and presenting its case, and the cost of arbitration, including fees and expenses of the arbitrators, shall be shared equally by the parties, unless the award otherwise provides. The arbitration tribunal shall use its best efforts to produce a final and binding award or awards within six months of the appointment of the Chairman. The Parties shall use their commercial reasonable efforts to assist the tribunal to achieve this objective, and the Parties agree that this six month period shall only be extended in exceptional circumstances, which are to be determined by the tribunal in its absolute discretion.

16.3	Nothing in this Section shall be construed as preventing any Party from seeking conservatory or similar interim relief in any court of competent jurisdiction.

16.4	Any reference made to the arbitration tribunal under this Agreement shall not affect the performance of terms, other than the terms related to the matter under arbitration, by Parties under this Agreement.

17.

AMENDMENT

17.1	No amendment, supplement, modification or clarification to this Agreement shall be valid or binding unless set forth in writing and duly executed by all the Parties to this Agreement.

18.

SEVERABILITY

18.1

If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or the applicable part of such provision and the remaining part of such provision and all other provisions of this Agreement shall continue to remain in full force and effect.

19.

SUCCESSORS AND ASSIGNMENT

19.1

This Agreement shall be binding on and enure to the benefit of the Parties and their respective successors and permitted assigns. No Party may, without the prior written consent of the other Parties, assign or transfer any of its respective rights or obligations under this Agreement to any other person. Any such person to whom such assignment or transfer has been duly and validly effected shall be referred to as “permitted assigns”.

20.

COUNTERPARTS

20.1	This Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts shall constitute one and the same instrument.

21.

ENTIRE AGREEMENT

21.1	This Agreement constitutes the entire agreement among the Parties relating to the subject matter hereof. In case of any inconsistency between this Agreement and any Transaction Documents, this Agreement shall prevail.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, this Agreement has been executed by the Parties or their duly authorized signatories the day and year first above written.


SIGNED for and on behalf of
TATA MOTORS LIMITED

/s/ Vijay B Somaiya Name: Vijay B Somaiya		/s/ Hoshang Keki Sethna Hoshang Keki Sethna
Designation: VP & Head (Treasury & Investor Relations)		Company Secretary

IN WITNESS WHEREOF, this Agreement has been executed by the Parties or their duly authorized signatories the day and year first above written.

SIGNED for and on behalf of

CITIGROUP GLOBAL MARKETS INDIA PRIVATE LIMITED

/s/ Mr. Rahul Saraf

Name: Mr. Rahul Saraf

Designation: Managing Director

IN WITNESS WHEREOF, this Agreement has been executed by the Parties or their duly authorized signatories the day and year first above written.

SIGNED for and on behalf of

CREDIT SUISSE SECURITIES INDIA PRIVATE LIMITED

/s/ Sandeep Pangal

Name: Sandeep Pangal

Designation: Managing Director, India Investment

Banking Coverage

/s/ Rana Rajan

Name: Rana Rajan

Designation: Director, Legal & Compliance Department

IN WITNESS WHEREOF, this Agreement has been executed by the Parties or their duly authorized signatories the day and year first above written.

SIGNED for and on behalf of

DSP MERRILL LYNCH LIMITED

/s/ Sohit P. Kapoor

Name: Sohit P. Kapoor

Designation: Director

IN WITNESS WHEREOF, this Agreement has been executed by the Parties or their duly authorized signatories the day and year first above written.

SIGNED for and on behalf of

HSBC SECURITIES AND CAPITAL MARKETS (INDIA) PRIVATE LIMITED

/s/ Gopal Khetan

Name: Gopal Khetan

Designation: Managing Director Investment Banking

/s/ Mayank Sharma

Name: Mayank Sharma

Designation: Associate, Banking

IN WITNESS WHEREOF, this Agreement has been executed by the Parties or their duly authorized signatories the day and year first above written.

SIGNED for and on behalf of

ICICI SECURITIES LIMITED

/s/ Mridul Mehta

Name: Mridul Mehta

Designation: Executive Vice President

IN WITNESS WHEREOF, this Agreement has been executed by the Parties or their duly authorized signatories the day and year first above written.

SIGNED for and on behalf of

J.P. MORGAN INDIA PRIVATE LIMITED

/s/ Vinay Menon

Name: Vinay Menon

Designation: Managing Director

IN WITNESS WHEREOF, this Agreement has been executed by the Parties or their duly authorized signatories the day and year first above written.

SIGNED for and on behalf of

KOTAK MAHINDRA CAPITAL COMPANY LIMITED

/s/ Niraj Karia

Name: Niraj Karia

Designation: Associate Director

IN WITNESS WHEREOF, this Agreement has been executed by the Parties or their duly authorized signatories the day and year first above written.

SIGNED for and on behalf of

SBI CAPITAL MARKETS LIMITED

/s/ Sunita Kumari

Name: Sunita Kumari

Designation: VP

Schedule A FEES AND EXPENSES

Unless otherwise defined in this Agreement, all capitalised terms have the meaning given to them in the Rights Issue Documents.

1.	Gross Fee

The Company shall pay each Underwriter an Underwriting Fee at such percentage of their respective Underwriting Commitment as stated against the name of such Underwriter in the table below, irrespective of whether any subscription is received or any amount is devolved (with respect to the Devolved Shares). The Underwriting Fee shall be payable within 30 days of the allotment of the Offered Shares.


Underwriter	Underwriter’s Commitments (in Rs. Crores)						Underwriting Fees (%)
	Ordinary Shares		‘A’ Ordinary Shares		Total
Citigroup Global Markets India Private Limited		615		75		690		0.75
Credit Suisse Securities India Private Limited		615		75		690		0.75
DSP Merrill Lynch Limited		615		75		690		0.75
HSBC Securities and Capital Markets (India) Private Limited		615		75		690		0.75
J.P. Morgan India Private Limited		615		75		690		0.75
ICICI Securities Limited		310		40		350		0.50
Kotak Mahindra Capital Company Limited		310		40		350		0.50
SBI Capital Markets Limited		310		40		350		0.50


TOTAL		4,005		495		4,500

2.	Schedule of Payment of Fees

The Company shall pay the fees to the Underwriter within 30 days of the allotment of the Offered Shares.

3.	Expenses

(i)

Whether or not the Rights Issue is consummated, the Company will reimburse the Underwriters for all reasonable expenses actually incurred and documented in connection with the Rights Issue, which will be billed separately as incurred. These expenses will include reasonable outstation travel, boarding and lodging outside the city of domicile for the purpose of road shows connected with the issue, legal fees and expenses of the Underwriters’ counsel. The Company also agrees that it shall bear all expenses relating to the Rights Issue such as accountants’ fees and expenses, advertising, printing, distribution and marketing expenses including broker/ sub broker conferences, press conferences and roadshow expenses, and any other fees and expenses relating to services provided by outside agencies in connection with the Rights Issue.

Sch - 1

(ii)

All actual expenses reasonably incurred and documented by the Underwriters will be reimbursed by the Company in the event of the termination or abandonment of the Rights Issue within seven days of such termination or abandonment. However, in such an event the Underwriters (acting jointly) will raise an invoice for expenses only if there is a shortfall which is not covered by the fees already paid by the Company.

(iii)

The Company will be responsible for payments of the aforesaid expenses in connection with the Rights Issue within 30 days of receipt of invoices reasonably documenting such expenses, which shall be provided by the Underwriters promptly upon the listing of the Offered Shares on the Stock Exchanges.

4.	No Taxes

All amounts payable to the Underwriters are to be made in Indian Rupees and are exclusive of any service tax; value added tax or any other tax of similar nature. Service tax, valued added tax or such similar taxes, as applicable, will be levied on such amounts by the Underwriters. If there is any tax deduction required to be made in accordance with the Indian Income-tax Act, 1961, from the amounts due to the Underwriters, then the company shall make appropriate payments and returns in respect of such taxes and provide the tax deduction certificate for making such deduction to the Underwriters within the time prescribed under the Income-tax Rules, 1962. The Permanent Account Numbers of the Underwriters shall be provided by the Underwriters to the Company.

Sch - 2

Schedule B LOCK-UP LETTER

[Letterhead of the Promoter]

To:

[Name and Address of the Underwriters]

Date: [—], 2015

Ladies and Gentlemen,

Reference is made to the Underwriting Agreement dated March , 2015 among Tata Motors Limited (the “Company”) and you (the “Underwriting Agreement”). Capitalized terms used in this letter and not specifically defined herein shall have the respective meanings assigned to them in the Underwriting Agreement.

In consideration for your undertakings in the Underwriting Agreement, and more the underwriting obligation having devolved on you, Tata Sons Limited undertakes to and for the benefit of the Underwriter that, in case of devolvement on the Underwriter in excess of 40% of the Offered Shares, it will not, for a period of 90 days from the date of listing of Offered Shares offered in the Rights Issue, without the prior written consent of the Underwriter, (A) directly or indirectly, sell or otherwise transfer or dispose of any Ordinary Shares or ‘A’ Ordinary Shares held by the Promoter as at the date of this letter (the “Locked-in Shares”) or publicly announce an intention with respect to any of the foregoing, (B) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of the Locked-in Shares or publicly announce an intention to enter into any such transaction, whether any such swap or transaction described in clause (A) or (B) hereof is to be settled by delivery of Locked-in Shares in cash or otherwise.

This letter shall be governed by and construed in accordance with the laws of the Republic of India.

Very truly yours,

TATA SONS LIMITED

Authorized Signatory

Sch - 3

Schedule C ISSUER FREE WRITING PROSPECTUS

PART A

Issuer Free Writing Prospectuses Included in the Disclosure Package

None

PART B

Issuer Free Writing Prospectuses Not Included in the Disclosure Package

1.	Any road-show presentation prepared in connection with the Offered Shares; and

2.	Any road-show presentation prepared in connection with the Offered ADSs for use in the United States

Sch - 4

Exhibit 1.2

DEED OF ACCESSION CUM AMENDMENT AGREEMENT

This DEED OF ACCESSION CUM AMENDMENT AGREEMENT (the “Deed cum Amendment Agreement”) dated March 30, 2015 is supplemental to, and amends, the Underwriting Agreement dated March 26, 2015 among the Company and the Underwriters. Words and expressions defined in the Underwriting Agreement have the same meaning when used in this Deed cum Amendment Agreement.

HDFC BANK LIMITED, a company incorporated under the Companies Act, 1956, and having its registered office at having its registered office at HDFC Bank House, Senapati Bapat Marg, Lower Parel, Mumbai 400 013 (“HDFC Bank” , which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) and acting through its investment banking division at Investment Banking Group, Unit No. 401 & 402, 4th floor, Tower B, Peninsula Business Park, Lower Parel, Mumbai 400 013, hereby agrees with each other person who is, or who becomes, a Party to the Underwriting Agreement that with effect on and from the date hereof, it shall be a party to the Underwriting Agreement as an Underwriter in respect of its underwriter’s commitment of Rs. 25 lakh, being the minimum underwriting commitment required of every underwriter in terms of the SEBI Regulations and the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, and shall assume and perform all obligations applicable to it and specified therein.

The COMPANY and each UNDERWRITER hereby agrees that HDFC Bank will become a Party to the Underwriting Agreement as an Underwriter with effect on and from the date hereof.

The Company, each Underwriter and HDFC Bank hereby agrees that, upon execution of this Deed cum Amendment Agreement:

1.	The Underwriting Agreement shall be amended as follows:

1.1	In Section 1.1 of the Underwriting Agreement, the following expression used in this Agreement, shall have the meaning set forth below:

““Underwriters” shall mean, collectively, Citi, CS, DSPML, HSCI, ISec, JPM, KMCC, SBI Cap and HDFC Bank.”

“Underwriter’s Commitment” shall mean, in respect of each Underwriter (other than HDFC Bank), the applicable proportionate amount set forth in Schedule A hereto, of the aggregate underwriters’ commitment of Rs. 4,500 crores; and in respect of HDFC Bank, its underwriter’s commitment of Rupees twenty five lakh only (Rs. 2,500,000), out of which the underwriter’s commitment of Rs. 2,200,000 is in respect of Ordinary Shares and the underwriter’s commitment of Rs. 300,000 is in respect of ‘A’ Ordinary Shares.”

1.2	Section 5 of the Underwriting Agreement shall be replaced in its entirety by the following new Section 5:

“5.

FEES AND EXPENSES

5.1

The Company shall pay each Underwriter (other than HDFC Bank) the fees and expenses as per Schedule A hereto, irrespective of whether the Offered Shares are subscribed or are required to be subscribed to by the Underwriter as part of the Devolved Shares. The Company shall pay HDFC Bank an underwriting fee at 0.50 per cent. of its Underwriter’s Commitment. Such fees and expenses shall be paid in the manner set forth in Schedule A hereto to each Underwriter (other than HDFC Bank) in proportion to their Underwriter’s Commitment. In case of any inconsistency in relation to such fees and expenses between the terms of any of the Transaction Documents, the terms of this Agreement shall prevail.”

1.3	The following address for notices to HDFC Bank will be inserted in Section 13 of the Underwriting Agreement is:

HDFC BANK LIMITED

Investment Banking Group

Unit No. 401 & 402, 4th floor, Tower

B, Peninsula Business Park,

Lower Parel, Mumbai 400 013

Fax: +91 (22) 3078 8584

Attention: Mr. Ajay Srivastava

This Deed cum Amendment Agreement shall be governed by and construed in accordance with the laws of the Republic of India. Subject to Section 16 of the Underwriting Agreement, courts in Mumbai shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement, or the breach, termination or validity thereof.

IN WITNESS WHEREOF, this Deed cum Amendment Agreement has been executed by the Parties or their duly authorized signatories the day and year first above written


SIGNED for and on behalf of HDFC BANK LIMITED Name: Designation:		SIGNED for and on behalf of TATA MOTORS LIMITED Name: Designation:

SIGNED for and on behalf of CITIGROUP GLOBAL MARKETS INDIA PRIVATE LIMITED Name: Designation:		SIGNED for and on behalf of CREDIT SUISSE SECURITIES INDIA PRIVATE LIMITED Name: Designation:

SIGNED for and on behalf of HSBC SECURITIES AND CAPITAL MARKETS (INDIA) PRIVATE LIMITED Name: Designation:		SIGNED for and on behalf of ICICI SECURITIES LIMITED Name: Designation:

SIGNED for and on behalf of J.P. MORGAN INDIA PRIVATE LIMITED Name: Designation:		SIGNED for and on behalf of KOTAK MAHINDRA CAPITAL COMPANY LIMITED Name: Designation:

SIGNED for and on behalf of SBI CAPITAL MARKETS LIMITED Name: Designation:		SIGNED for and on behalf of DSP MERRILL LYNCH LIMITED Name: Designation:

Exhibit 5.1

[Letterhead of Amarchand & Mangaldas & Suresh A. Shroff & Co.]


Ref: 2073		March 30, 2015

TATA MOTORS LIMITED

Bombay House

24 Homi Mody Street

Mumbai 400 001

Ladies and Gentlemen,

We have acted as counsel for Tata Motors Limited, a public limited company incorporated under the laws of India (the “Company”), in connection with the registration statement on Form F-3 (Reg. No 333 – 203096), (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of:

(i)	up to 45,193,428 ordinary shares of face value Rs. 2 each of the Company (the “Ordinary Shares”), including Ordinary Shares to be represented by American Depositary Shares (“ADSs”), each ADS representing five Ordinary Shares;

(ii)	45,193,428 rights to subscribe to Ordinary Shares (including rights to subscribe to ADSs representing Ordinary Shares);

(iii)

up to 2,653,029 ‘A’ ordinary shares of face value Rs. 2 each of the Company, with differential rights as to voting and dividend (the “‘A’ Ordinary Shares”, and together with the Ordinary Shares, the “Shares”); and

(iv)	2,653,029 rights to subscribe to ‘A’ Ordinary Shares,

in connection with (A) an offering and sale by the Company of the Shares within the United States; and (B) and offering and sale by the Company of ADSs pursuant to an automatic shelf registration statement, as defined in Rule 405 of the Securities Act.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Registration Statement and the exhibits thereto and such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including, without limitation, resolutions adopted by the board of directors of the Company on January 27, 2015 and March 25, 2015 and shareholders of the Company on March 3, 2015.

We have assumed:

(a)

in relation to the documents that we have examined that: (a) all such documents are within the legal capacity of, and have been validly authorised, executed and delivered by, and are binding on, the parties thereto; and (b) that there are no facts or circumstances in existence and that no events have occurred, which render such documents void or voidable, repudiated, frustrated, or capable of rescission for any reason, and in particular without limitation, by reason of the lack of consideration, default, fraud, or misrepresentation;

(b)

the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with their originals of all documents submitted to us as copies thereof, and that each of the copies of the documents supplied to us or photocopies or facsimiles thereof are true, complete and accurate and we have found nothing to indicate that such assumptions are not fully justified;

(c)	that any meeting of the board of directors or a duly constituted committee thereof or the shareholders of the Company, was duly constituted, and a quorum was present throughout, and that the minutes of any such meeting are a correct and accurate record of the proceedings thereof; and

(d)	that there are no agreements, letters, or other arrangements having contractual effect, modifying the terms or affecting the documents examined by us.

Nothing has come to our attention that would indicate or that would cause us to believe that our assumptions set out above are not fully justified.

Based on the foregoing, we are of opinion that the Shares have been duly and validly authorized and, when issued and delivered by the Company, and paid for by the subscribers, will be validly issued, fully paid and non-assessable.

In rendering this opinion, we have reviewed such laws of the Republic of India as we considered relevant and necessary. We have not made any investigation of, and do not express any opinion on, the laws of any jurisdiction other than the laws of the Republic of India as applicable on the date of this opinion and have assumed that the Company has complied with all aspects of applicable laws of jurisdictions other than the Republic of India in connection with the transactions contemplated by the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to a Report on Form 6-K to be filed with the Commission on or about March 30, 2015 and to be incorporated by reference into the Registration Statement and to the reference to us under the heading “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the US Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Yours truly,

For Amarchand & Mangaldas & Suresh A. Shroff & Co.

/s/ Gaurav Gupte

Partner

Exhibit 99.1

LOGO

Georgeson Inc.

480 Washington Blvd., 26^th Floor

Jersey City, NJ 07310

www.georgeson.com

March 27, 2015

Tata Motors Limited

Bombay House

24, Homi Mody Street

Mumbai, India

400 001

Re:

Information Agent

This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson Inc. (“Georgeson”) by Tata Motors Limited (the “Company”) to act as Information Agent in connection with the Company’s rights offering in the United States (the “Offering”). The term of this Agreement shall be the term of the Offering, including any extensions thereof.

(a)

Services. Georgeson shall perform the services described in the Fees & Services Schedule attached hereto as Appendix I (such services, collectively, the “Services”).

(b)

Fees. In consideration of Georgeson’s performance of the Services, the Company shall pay Georgeson the amounts, and pursuant to the terms, set forth on the Fees & Services Schedule attached hereto as Appendix I, together with the Expenses (as defined below). The Company acknowledges and agrees that the Fees & Services Schedule shall be subject to adjustment if the Company requests Georgeson to provide services with respect to additional matters or a revised scope of work.

(c)

Expenses. In addition to the fees and charges described in paragraphs (b) and (d) hereof, Georgeson shall charge the Company, and the Company shall be solely responsible, for the following costs and expenses (collectively, the “Expenses”):

•

costs and expenses incidental to the Offering, including without limitation the mailing or delivery of Offering materials;

•

costs and expenses relating to Georgeson’s work with its agents or other parties involved in the Offering, including without limitation charges for bank threshold lists, data processing, market information, telephone directory assistance, facsimile transmissions or other forms of electronic communication;

•

costs and expenses incurred by Georgeson at the Company’s request or for the Company’s convenience, including without limitation for copying, printing of additional and/or supplemental material and reasonable travel by Georgeson’s personnel; and

•

any other costs and expenses authorized by the Company during the course of the Offering, including without limitation those relating to advertising (including production and posting), media relations and analytical services.

LOGO

Tata Motors Limited

March 27, 2015

Page 2

The Company shall pay all applicable taxes incurred in connection with the delivery of the Services or Expenses.

(d)

Custodial Charges. Georgeson agrees to check, itemize and pay on the Company’s behalf the charges of brokers and banks, with the exception of Broadridge Financial Solutions, Inc. (which will bill the Company directly), for forwarding the Company’s offering material to beneficial owners. The Company shall reimburse Georgeson for such broker and bank charges in the manner described in the Fees & Services Schedule.

(e)

Notification of Fees and Expenses: Georgeson agrees to promptly notify the Company in writing once the aggregate amount of fees and Expenses payable by the Company pursuant to this Agreement exceeds US$35,000, providing at such time reasonable details with respect to the fees and expenses incurred hereunder. Such notice shall be sent by way of Facsimile to the Attention of Mr. Hoshang Sethna, Company Secretary at +91 22 6665 7799.

(f)

Compliance with Applicable Laws. The Company and Georgeson hereby represent to one another that each shall comply with all applicable laws relating to the Offering, including, without limitation, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(g)

Indemnification; Limitation of Liability.

(i)

The Company shall indemnify and hold harmless Georgeson, its affiliates and their respective stockholders, officers, directors, employees and agents (the “Georgeson Indemnified Persons”) from and against any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or relating to the performance of the Services, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, except to the extent such Losses shall have been determined by a court of competent jurisdiction to be a result of Georgeson’s gross negligence or willful misconduct.

Georgeson shall indemnify and hold harmless the Company, its affiliates and their respective, officers, directors, employees and agents (the “Company Indemnified Persons”) from and against any and all Losses arising out of or relating to the performance of the Services by Georgeson or its affiliates, or their respective officers, directors, employees and agents, including the reasonable costs and expenses of defending against any Loss or enforcing this Agreement, to the extent such Losses shall have been determined by a court of competent jurisdiction to be a result of the Company’s gross negligence or willful misconduct.

Georgeson shall notify the Company promptly upon becoming aware of the assertion of a claim against any Georgeson Indemnified Person; provided, however, that the failure to notify the Company shall not relieve the Company from any liability which it may have under this paragraph (g) except to the

LOGO

Tata Motors Limited

March 27, 2015

Page 3

extent it has been materially prejudiced by such failure, and the Company may elect to conduct the defense of the applicable Indemnified Person(s). The Company shall notify Georgeson promptly upon becoming aware of the assertion of a claim against any Company Indemnified Person, and Georgeson may elect to conduct the defense of the applicable Indemnified Person(s). The Indemnified Persons shall nevertheless be entitled to participate in such action or proceeding and retain its own counsel at such Indemnified Person’s expense.

(ii)

Notwithstanding anything herein to the contrary, but without limiting either party’s indemnification obligations set forth in clause (i) above, neither party shall be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement, even if apprised of the possibility of such damages.

(iii)

Any liability whatsoever of Georgeson, its affiliates or any of their respective stockholders, officers, directors, employees or agents hereunder or otherwise relating to or arising out of performance of the Services will be limited in the aggregate to three (3) times the fees and charges paid hereunder by the Company to Georgeson (but not including Expenses).

(iv)

This paragraph (f) shall survive the termination of this Agreement.

(h)

Governing Law. This Agreement shall be governed by the substantive laws of the State of New York without regard to its principles of conflicts of laws, and shall not be modified in any way, unless pursuant to a written agreement which has been executed by each of the parties hereto. The parties agree that any and all disputes, controversies or claims arising out of or relating to this Agreement (including any breach hereof) shall be subject to the jurisdiction of the federal and state courts in New York County, New York and the parties hereby waive any defenses on the grounds of lack of personal jurisdiction of such courts, improper venue or forum non conveniens. The parties waive all right to trial by jury in any action, proceeding or counterclaim arising out of this Agreement.

(i)

Relationship. The Company agrees and acknowledges that Georgeson shall be the primary information agent retained by the Company in connection with the Offering. Georgeson hereby consents to the disclosure of its name in connection with its role as information agent in the offering document and other materials prepared in connection with the Offering.

(j)

Confidentiality. Georgeson agrees to preserve the confidentiality of (i) all material non-public information provided by the Company or its agents for Georgeson’s use in fulfilling its obligations hereunder and (ii) any information developed by Georgeson based upon such material non-public information (collectively, “Confidential Information”); provided that Georgeson may disclose such Confidential Information as required by law and otherwise to its officers, directors, employees, agents or affiliates to the extent reasonably necessary to perform the Services hereunder. For purposes of this Agreement, Confidential Information shall not be deemed to include

LOGO

Tata Motors Limited

March 27, 2015

Page 4

any information which (w) is or becomes generally available to the public other than as a result of a disclosure by Georgeson or any of its officers, directors, employees, agents or affiliates; (x) was available to Georgeson on a nonconfidential basis and in accordance with law prior to its disclosure to Georgeson by the Company; (y) becomes available to Georgeson on a nonconfidential basis and in accordance with law from a person other than the Company or any of its officers, directors, employees, agents or affiliates who is not otherwise bound by a confidentiality agreement with the Company or is not otherwise prohibited from transmitting such information to a third party; or (z) was independently and lawfully developed by Georgeson without access to the Confidential Information. The Company agrees that all reports, documents and other work product provided to the Company by Georgeson pursuant to the terms of this Agreement are for the exclusive use of the Company and may not be disclosed to any other person or entity without the prior written consent of Georgeson. The confidentiality obligations set forth in this paragraph shall survive the termination of this Agreement.

(k)

Entire Agreement; Appendix. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof. The Appendix to this Agreement shall be deemed to be incorporated herein by reference as if fully set forth herein. This Agreement shall be binding upon all successors to the Company (by operation of law or otherwise).

[Remainder of page intentionally left blank. Signature page follows.]

LOGO

Tata Motors Limited

March 27, 2015

Page 5

If the above is acceptable, please execute and return the enclosed duplicate of this Agreement to Georgeson Inc., 480 Washington Blvd. – 26^th floor, Jersey City, NJ 07310, Attention: Christopher M. Hayden.


Sincerely,

GEORGESON INC.

By:		/s/ Christopher M. Hayden
		Christopher M. Hayden

Title:		Senior Managing Director


Agreed to and accepted as of the date first set forth above:

TATA MOTORS LIMITED

By:		/s/ Hoshang Sethna

Title:		Hoshang Sethna Comapny Secretary

LOGO

March 27, 2015

Page 6

APPENDIX I

TATA MOTORS LIMITED

FEES & SERVICES SCHEDULE


BASE SERVICES		US$12,500


• Advance review of Offering documents

• Strategic advice relating to the Offering

• Dissemination of Offering documents to bank and broker community (as well as requesting retail investors)

• Dissemination of notices to offerees

• Communication with bank and broker community during Offering period

• Communication with the rights agent to monitor progress of the Offering

• Providing progress updates to the company

ADDITIONAL SERVICES

• Provide dedicated toll-free telephone numbers for investor inquiries		Included


• Inbound telephone communications from retail investors (i.e. beneficial owners)		US$6.00 per call


• Direct telephone communication with retail investors (i.e., registered and NOBO shareholders)		US$5.00 per call

NOTE: The foregoing fees are exclusive of Expenses and custodial charges as described in paragraphs (c) and (d) of this Agreement.

FEE PAYMENT INSTRUCTIONS

The Company shall pay Georgeson as follows, in each case upon receipt of an invoice detailing such fees and expenses:

•

Upon execution of this Agreement, the Company shall pay Georgeson US$6,250, which amount is in consideration of Georgeson’s commitment to represent the Company and is non-refundable;

•

Upon completion of the Offer, the Company shall pay Georgeson the sum of (i) US$6,250. (ii) any variable fees as described above under “Additional Services” which have accrued over the course of the Offering, (iii) all unreimbursed custodial charges, as described in paragraph (d) of this Agreement, and (iv) all Expenses.

Georgeson will send the Company an invoice for each of the foregoing payments, which invoices will include written transfer instructions.

Exhibit 99.2

RIGHTS AGENCY AGREEMENT

RIGHTS AGENCY AGREEMENT, dated as of March 30, 2015, by and between TATA MOTORS LIMITED, a company incorporated under the laws of the Republic of India (the “Company”), and CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting solely in its capacity as ADS rights agent hereunder and having an office at 388 Greenwich Street, New York, New York 10013 (“Citibank”).

WITNESSETH THAT:

WHEREAS, the Company is distributing rights to holders (“Shareholders”) of its Ordinary Shares and ‘A’ Ordinary Shares (such Ordinary Shares and ‘A’ Ordinary Shares, the “Shares”, and such distribution, the “Distribution”), upon the terms and subject to the conditions to be described in a Prospectus Supplement (the “Prospectus Supplement”) dated March 30, 2015, supplementing the terms of that certain Prospectus dated March 30, 2015 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”). The Distribution consists of the issuance and delivery of (i) 0.055045 transferable share right (each, an “Ordinary Share Right”) for each Ordinary Share held as of the record date of April 7, 2015, reflecting an allocation of 6 Ordinary Shares for every 109 Ordinary Shares, with each Ordinary Share Right allowing the holder thereof to purchase one (1) new Ordinary Share (each, a “New Ordinary Share”), and (ii) 0.055045 transferable share right (each, an “‘A’ Ordinary Share Right” and, together with the Ordinary Share Rights, the “Share Rights”) for each ‘A’ Ordinary Share held as of the record date of April 7, 2015, reflecting an allocation of 6 ‘A’ Ordinary Shares for every 109 ‘A’ Ordinary Shares, each ‘A’ Ordinary Share Right allowing the holder thereof to purchase one (1) new ‘A’ Ordinary Share (each, a “New ‘A’ Ordinary Share” and, together with the New Ordinary Shares, the “New Shares”), as described in the Prospectus setting forth, inter alia, such offer to purchase New Shares (the “Share Offer”);

WHEREAS, the Distribution shall include the issuance and delivery through Citibank as ADS Rights agent of transferable rights (such rights, the “ADS Rights”) to holders of American Depositary Shares (“ADSs”) issued pursuant to the terms of the Amended and Restated Deposit Agreement, dated as of September 27, 2004, as further amended as of December 16, 2009 (as so amended, the “Deposit Agreement”), by and among the Company, Citibank, as Depositary (the “Depositary”), and all Holders and Beneficial Owners (as defined in the Deposit Agreement) of ADSs issued thereunder, each ADS representing five (5) Ordinary Shares. Each holder of ADSs will receive, as part of the Distribution, 0.055045 ADS Right for each ADS held of record as of the ADS record date of April 7, 2015, with one (1) ADS Right allowing the holder thereof to purchase one (1) new ADS (a “New ADS”), each New ADS representing five (5) New Ordinary Shares, as described in the Prospectus setting forth, inter alia, such offer to purchase New ADSs (the “ADS Offer”);

WHEREAS, upon exercise of their (i) Share Rights and payment of the Share Subscription Price (as defined below), holders of Share Rights will be issued New Shares in the amount subscribed for and (ii) ADS Rights and payment of the ADS Subscription Price (as defined below), holders of the ADS Rights will receive New ADSs in the amount subscribed for (in each case, subject to certain limitations as described herein and in the Prospectus);

WHEREAS, each holder of Share Rights who validly exercises its Share Rights will have the right to apply to purchase additional Shares and, subject to the condition that the ADSs Rights not being fully subscribed, each holder of ADS Rights who validly exercises its ADS Rights will have the right to apply to purchase additional New ADSs, in each case, upon the terms described herein and in the Prospectus (such right to apply to the purchase of additional New ADSs, the “Overallotment Option”); and

WHEREAS, the Company has requested that Citibank act as ADS Rights agent in connection with the ADS Offer, and Citibank is willing to accept, and does accept, such appointment, solely upon the terms and subject to the conditions set forth, or expressly referred to, herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:

1.	Definitions.

As used herein, the following terms have the meanings herein specified, and, if applicable with terms defined in the singular having a corresponding meaning in the plural and vice versa:

‘A’ Ordinary Share Rights has the meaning ascribed thereto in the first recital hereof.

Additional Conversion Exchange Rate has the meaning ascribed thereto in Section 11(b) hereof.

ADS Offer has the meaning ascribed thereto in the second recital hereof.

ADS Rights has the meaning ascribed thereto in the second recital hereof.

ADS Subscription Forms has the meaning ascribed thereto in Section 6 hereof.

ADSs has the meaning ascribed thereto in the second recital hereof.

ADS Subscription Period means the period from April 10, 2015 through April 27, 2015, or such other period as may be determined by the Company.

ADS Subscription Deposit Price means US$39.42 per New ADS.

ADS Subscription Price means the price per New ADS at which holders of ADS Rights may subscribe for New ADSs pursuant to the ADS Offer, calculated as the U.S. dollar equivalent of the Share Subscription Price for five (5) Ordinary Shares, based on the Applicable Exchange Rate.

Agent has the meaning ascribed thereto in Section 3 hereof.

Agreement means this Rights Agency Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

Applicable Exchange Rate means (i) if the Total ADS Subscription Deposit Price is equal to or greater than the U.S. dollar equivalent of the Total Share Subscription Price based on the Initial Conversion Exchange Rate, the Initial Conversion Exchange Rate, or (ii) if the Total ADS Subscription Deposit Price is less than the U.S. dollar equivalent of the Total Share Subscription Price based on the Initial Conversion Exchange Rate, the weighted average of the Initial Conversion Exchange Rate and the Additional Conversion Exchange Rate.

Base Prospectus has the meaning ascribed thereto in the first recital hereof.

Broker Letter has the meaning ascribed thereto in Section 7(b)(ii) hereof.

Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in New York.

Citibank has the meaning ascribed thereto in the introductory statement hereof.

Client Letter has the meaning ascribed thereto in Section 7(b)(ii) hereof.

Commission means the United States Securities and Exchange Commission.

Company has the meaning ascribed thereto in the introductory statement hereof.

Custodian means Citibank, N.A., Mumbai Branch, having its principal office at 81 Dr. Annie Besant Road, Worli, Mumbai, India 400 018, the Custodian under the Deposit Agreement.

Deposit Agreement has the meaning ascribed thereto in the second recital hereof.

Depositary has the meaning ascribed thereto in the second recital hereof.

Distribution has the meaning ascribed thereto in the first recital hereof.

DTC means The Depository Trust Company.

Domestic Holder has the meaning ascribed thereto in Section 7(b)(i) hereof.

Effective Date has the meaning ascribed thereto in the definition of “Registration Statement.”

Eligible Jurisdictions means the United States of America, and any other jurisdiction designated in writing by the Company to the Agent where the participation by such holder in the ADS Offer is not unlawful.

Excess Amount has the meaning ascribed thereto in Section 11(a) hereof.

Expiration Date means 2:15 p.m. (New York City time) on April 27, 2015, or such other time and date as may be agreed in writing by the Company and the Agent.

Guaranteed Delivery Procedures has the meaning ascribed thereto in Section 14.

India Account means the account which is managed by the Custodian on behalf of the Depositary.

India Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in India.

Initial Conversion Exchange Rate has the meaning ascribed thereto in Section 10(b) hereof.

Instructions Booklet has the meaning ascribed thereto in Section 7(b)(ii) hereof.

New ADSs has the meaning ascribed thereto in the second recital hereof.

New ‘A’ Ordinary Shares has the meaning ascribed thereto in the first recital hereof.

New Ordinary Shares has the meaning ascribed thereto in the first recital hereof.

Ordinary Share Rights has the meaning ascribed thereto in the first recital hereof.

Overallotment ADSs has the meaning ascribed thereto in Section 6(e) hereof.

Overallotment Option has the meaning in the fourth recital hereof.

Overseas Holders has the meaning ascribed thereto in Section 7(b)(i) hereof.

Prospectus has the meaning ascribed thereto in the first recital hereof.

Prospectus Supplement has the meaning ascribed thereto in the first recital hereof.

Record Date means the date for determination of the holders of ADSs entitled to receive ADS Rights, which is 5:00 p.m. (New York City time) on April 7, 2015.

Registration Statement means the registration statement on Form F-3 of the Company filed with the Commission on March 30, 2015 (File No. 333- ), as amended at the time of such registration statement’s effectiveness for the purposes of Section 11 of the Securities Act (the “Effective Date”), including (i) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus or a prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B under the Securities Act, to be part of such registration statement at the Effective Date.

Rupees and Rs. means Indian Rupees.

Rupee Deficiency Amount has the meaning ascribed thereto in Section 11(b) hereof.

Securities Act means the United States Securities Act of 1933, as amended.

Shareholders has the meaning ascribed thereto in the first recital hereof.

Shares has the meaning ascribed thereto in the first recital hereof.

Share Offer has the meaning ascribed thereto in the first recital hereof.

Share Rights has the meaning ascribed thereto in the first recital hereof.

Share Subscription Period means April 17, 2015 through May 2, 2015, or such other period as may be determined by the Company.

Share Subscription Price means the price per New Ordinary Share or ‘A’ Ordinary Share at which holders of Ordinary Share Rights or ‘A’ Ordinary Share Rights, respectively, may subscribe for New Ordinary Shares or New ‘A’ Ordinary Shares, as applicable, pursuant to the Share Offer and shall be equal to Rs.450 per Ordinary Share subscribed and Rs.271 per ‘A’ Ordinary Share subscribed.

Total ADS Subscription Deposit Price has the meaning ascribed thereto in Section 10(a) hereof.

Total Share Subscription Price has the meaning ascribed thereto in Section 10(b) hereof.

USD Deficiency Amount has the meaning ascribed thereto in Section 11(b) hereof.

2.	ADS Offer.

The Agent will distribute on behalf of the Company to registered holders of ADSs of record on the Record Date having an address of record within the Eligible Jurisdictions 0.055045 ADS Right for every ADS held as of the Record Date. No fractional ADS Rights will be issued. One (1) ADS Right will entitle the holder thereof to subscribe for one (1) New ADS at the ADS Subscription Price. ADS Rights will be evidenced by ADS Subscription Forms. The ADS Offer will be made to eligible holders of ADSs of record on the Record Date by means of the Prospectus. The ADS Subscription Period will expire on the Expiration Date. After the Expiration Date, the holders of ADS Rights (and the ADS Subscription Forms representing such ADS Rights) not previously exercised will have no rights and such ADS Rights will be void and will have no further value.

The Agent will allocate to each holder of ADS Rights who has validly exercised his/her ADS Rights the number of New Ordinary Shares in the form of New ADSs indicated in his/her ADS Subscription Form. In addition and subject to the condition that the ADSs Right have not been fully subscribed, the Agent will make available to ADS Rights holders who validly exercise all of their ADS Rights the Overallotment Option upon the terms described herein and in the Prospectus. Holders of ADS Rights must deliver to the Agent the ADS Subscription Deposit Price for all New ADSs applied for pursuant to the exercise of the ADS Rights, including the New ADSs applied for pursuant to the Overallotment Option.

Fractional entitlements to ADS Rights shall be rounded down to the nearest whole number and shall lapse without compensation.

The Company hereby represents and warrants to the Agent that (i) the Registration Statement has been filed and has become effective and (ii) as of the Effective Date, the Registration Statement did not, and, as of its date, the Prospectus did not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary in order to make the statements therein, as to the Prospectus in light of the circumstances under which such statements were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company or the Company’s representatives by Citibank, as Agent, for use in the Registration Statement or the Prospectus (as the case may be).

3.	Appointment of the Agent.

The Company hereby appoints Citibank as its ADS Rights agent hereunder (the “Agent”) in connection with the ADS Offer, and Citibank hereby accepts such appointment, solely upon the terms and subject to the conditions contained, or expressly referred to, herein, including, without limitation, the appointment fee contemplated on Exhibit B attached hereto. The Agent may perform its obligations hereunder through any agent appointed by it, provided that the Agent shall remain primarily liable hereunder.

4.	The Depository Trust Company.

The Agent shall make the ADS Rights available to DTC and its participants via DTC’s applicable function upon the terms described in the Prospectus, including, without limitation, the ability to exercise ADS Rights, to instruct the sale of ADS Rights, to apply for additional New ADSs pursuant to the Overallotment Option and to exercise ADS Rights by means of the Guaranteed Delivery Procedures. The Agent shall instruct DTC to require its participants who exercise ADS Rights (including pursuant to the Overallotment Option) to certify that the ADS Rights are being exercised only on behalf of investors who are located or residents in an Eligible Jurisdiction.

5.	Allocation of ADS Rights.

On April 10, 2015, the Agent will allocate to each registered holder of ADSs of record as of the Record Date (including DTC) 0.055045 ADS Right for every ADS held as of the Record Date. One (1) ADS Right will entitle the holder thereof to subscribe for one (1) New ADS.

6.	Preparation of ADS Subscription Forms.

The Agent will cause to be prepared, for issuance to registered holders of ADSs of record as of the Record Date, ADS Subscription Forms substantially in the form attached hereto as Exhibit A (the “ADS Subscription Forms”). The Company authorizes the Agent to cause to be prepared ADS Subscription Forms as soon as practicable after the date hereof and to cause to be destroyed any such ADS Subscription Forms that are not issued as a result of the initial issuance of ADS Rights and any transfer or assignment of all or a portion of the ADS Rights in respect of which any such ADS Subscription Forms were prepared.

The Agent will cause to appear on each ADS Subscription Form (i) the name, holder identification number and account number of the holder of the ADS Rights to whom such ADS Subscription Form is issued, (ii) the number of ADS Rights to which such holder is entitled and (iii) the certificate number of such ADS Subscription Form.

7.	Issuance, Transfer, Sale and Exercise of ADS Rights.

On April 10, 2015, (i) Sullivan & Cromwell, U.S. counsel for the Company, will deliver to the Agent its legal opinion addressed to the Agent (substantially in form of Exhibit F attached hereto); and (ii) Amarchand & Mangaldas & Suresh A Shroff & Co, Indian counsel to the Company, will deliver to the Agent its original copies of its legal opinion addressed to the Agent (substantially in form of Exhibit G attached hereto).

(i) On April 10, 2015 (after receipt of the items listed in Section 13(a)), the Agent will send under its blanket surety bond: (x) by regular mail, to each registered holder of ADSs having an address of record within the United States (each a “Domestic Holder”) on the Record Date: an ADS Subscription Form evidencing the ADS Rights to which such holder is entitled pursuant to the ADS Offer, as well as an Instructions Booklet (as hereinafter defined) relating to, inter alia, the exercise and transfer of the ADS Subscription Form, and (y) by air mail to each registered holder of ADSs having addresses of record within the Eligible Jurisdictions other than the United States (each an “Overseas Holder”) on the Record Date, the documents described in clause (x) above, unless otherwise directed in writing to the Agent by the Company. The Agent will not send the documents described in clause (x) above to registered holders of ADSs that have addresses of record outside of the Eligible Jurisdictions on the Record Date, and the ADS Rights held by the Agent for such registered holders will be sold as set forth in Section 7(d).

(ii)

On April 10, 2015 (after the Agent’s receipt of the items listed in Section 12(a)), the Agent will (x) instruct Georgeson Inc., as information agent, to distribute to DTC participants who held ADSs as of the Record Date sufficient copies (in the amounts requested by such DTC participants) of the following: (A) the broker letter substantially in the form set forth in Exhibit C attached hereto (the “Broker Letter”); (B) the client letter substantially in the form set forth in Exhibit D attached hereto (the “Client Letter”); and (C) the instructions booklet substantially in the form set forth in Exhibit E attached hereto (the “Instructions Booklet”), and (y) distribute to DTC, for credit to DTC participants as of the Record Date, the requisite number of ADS Rights (0.055045ADS Right for every ADS held as of the Record Date).

In the event that any ADS Subscription Form is returned to the Agent for any reason and proper delivery thereof cannot be effected on or prior to the Expiration Date, the ADS Rights represented by such ADS Subscription Form will be void and will have no further value. The Agent will furnish to the Company such information as the Company may request with respect to any ADS Subscription Form that cannot be delivered.

The Agent shall make available to participants in DTC a means to instruct, prior to 5:00 p.m. on April 23, 2015 through the applicable DTC function, the sale by the Agent of ADS Rights received on behalf of investors who are not located nor resident in one of the Eligible Jurisdictions. The Agent shall use commercially reasonable efforts to cause the ADS Rights it (x) holds for registered holders of ADSs that have addresses of record outside the Eligible Jurisdictions or (y) receives from participants in DTC for sale on behalf of ADS holders who are not located nor residentin one of the Eligible Jurisdictions, to be sold and the aggregate net proceeds of the sale of all such ADS Rights (after subtraction of applicable fees of up to US$0.02 per ADS Right sold, expenses and applicable taxes) to be distributed to such ineligible holders of ADSs in amounts equal to their pro rata share. In connection with any sale of ADS Rights, the Agent may charge a fee of up to US$0.02 per ADS Right sold. At least once in each period of four business days during the period when the ADS Rights are listed on the New York Stock Exchange, the Agent will aggregate the ADS Rights delivered to it with instructions to sell and will arrange for their sale on the New York Stock Exchange through a broker appointed by the Agent for such purpose. The Agent will not be liable to any holder for its failure to obtain the best market price for any ADS Rights it sells at the request of a holder. After the Expiration Date, each seller of ADS Rights through the Agent will receive the net sale price for the ADS Rights sold, calculated on the basis of the weighted average of all sales of ADS Rights by the Agent during the ADS Rights trading period net of expenses, commissions, taxes and fees incurred in connection with such sales.

The Agent shall effect transfers and assignments of ADS Subscription Forms (or portions thereof) as directed by the holders thereof, and shall send to each transferee or assignee of ADS Subscription Forms (or portions thereof), by regular mail, upon cancellation of such ADS Subscription Forms, a newly issued ADS Subscription Form together with the other documents described in clause (b)(i) above.

The Company authorizes the Agent to waive proof of authority to sign (including the right to waive signatures of co-fiduciaries and proof of appointment or authority of any fiduciary or other person acting in a representative capacity) in connection with the transfer or assignment of ADS Subscription Forms (or portions thereof) evidencing ADS Rights; provided, however, that the signature to the relevant instrument of transfer or assignment is guaranteed by an eligible guarantor institution which is a member of a Medallion Signature Guarantee Program.

In the event that, prior to the Expiration Date, any person notifies the Agent that the ADS Subscription Form to which such person is entitled has not been delivered, or has been lost, stolen or destroyed, the Agent shall arrange for the issuance of a new ADS Subscription Form and the delivery by regular mail of the other documents described in clause (b)(i) above to any person from whom it has received, prior to the Expiration Date, a duly executed letter or other communication satisfactory to the Agent indicating the name, address, holder identification number and account number of the registered holder of the lost ADS Subscription Form, the certificate number of such ADS Subscription Form, and the number of ADS Rights evidenced thereby, or has otherwise satisfied the Agent as to such failure of delivery, or lost, stolen or destroyed ADS Subscription Form in accordance with procedures which are standard to the industry; provided, however, that such issuance may be delayed by the Agent, in its discretion, pending receipt of an indemnity from such person satisfactory to the Company and the Agent and confirmation that such lost, stolen or destroyed ADS Subscription Form has not been exercised or transferred. Upon issuance of such new ADS Subscription Form, the Agent shall cancel all such ADS Subscription Forms which are claimed not delivered or were lost, stolen or destroyed and shall record such cancellation in the register of ADS Rights to be maintained by the Agent.

A holder of ADS Rights may place an order with the Agent to sell all or a portion of such holder’s ADS Rights and, in such event, shall deliver its ADS Subscription Form(s) to the Agent. The Agent must receive such holder’s ADS Subscription Form(s) prior to 5:00 p.m. (New York City time) on April 23, 2015. In addition, the Agent shall act upon instructions from DTC participants (via DTC’s applicable function) to sell ADS Rights upon the instruction of the clients of the DTC participants. In connection with any sale of ADS Rights, the Agent shall use commercially reasonable efforts to sell the ADS Rights upon the terms described below and the aggregate net proceeds of the sale of all such ADS Rights (after subtraction of applicable fees of up to US$0.02 per ADS Right sold, expenses and applicable taxes) to be distributed to such ineligible holders of ADSs in amounts equal to their pro rata share. At least once in each period of four business days during the period when the ADS Rights are listed on the New York Stock Exchange, the Agent will aggregate the ADS Rights delivered to it with instructions to sell and will arrange for their sale on the New York Stock Exchange through a broker appointed by the Agent for such purpose. The Agent will not be liable to any holder for its failure to obtain the best market price for any ADS Rights it sells at the request of a holder. After the Expiration Date, each seller of ADS Rights through the Agent will receive the net sale price for the ADS Rights sold, calculated on the basis of the weighted average of all sales of ADS Rights by the Agent during the ADS Rights trading period, net of expenses, commissions, taxes and fees incurred in connection with such sales.

If the Agent does not receive instructions to exercise any ADS Rights prior to 2:15 p.m. (New York City time) on the Expiration Date, those ADS Rights will be void and will have no further value.

The Company hereby instructs the Agent, and the Agent hereby agrees, to treat, for purposes of U.S. tax reporting, the distribution of ADS Rights to holders of ADSs as a “non-taxable distribution” under United States federal income tax law.

8.	Acceptance of Subscriptions.

The Company hereby authorizes and directs the Agent to accept subscriptions for New ADSs on behalf of the Company upon (i) the proper completion and execution of an ADS Subscription Form, surrender of the applicable ADS Subscription Form and delivery of the ADS Subscription Deposit Price for the New ADSs, in accordance with the terms thereof and hereof or (ii) receipt of the applicable instructions via DTC’s applicable function together with delivery of the ADS Subscription Deposit Price, in each case including subscriptions pursuant to the Overallotment Option subject to the conditions stated in the Prospectus. The Company further authorizes the Agent to refuse to accept, in its reasonable discretion, any improperly completed or improperly executed ADS Subscription Form. All subscriptions for New ADSs are irrevocable and may not be cancelled or modified.

(i)

the surrendered ADS Subscription Form is registered in the name of one or more individuals or an executor, administrator, trustee, custodian for a minor or other fiduciary and has been executed by such registered holder or holders, provided that the New ADSs subscribed for are to be issued in the name of such registered holder or holders;

(ii)

the surrendered ADS Subscription Form is registered in the name of a corporation and has been executed by an officer of such corporation, provided that the New ADSs subscribed for are to be issued in the name of such corporation;

(iii)

the surrendered ADS Subscription Form has been executed by a bank, trust company or broker as agent for the registered holder thereof, provided that the New ADSs subscribed for are to be issued in the name of such registered holder; and

(iv)

the surrendered ADS Subscription Form is registered in the name of a decedent and has been executed by a person who purports to act as the executor or administrator of such decedent’s estate, provided that (A) such subscription is for not more than 10 New ADSs, (B) the New ADSs are to be issued in the name of such person as executor or administrator of such decedent’s estate, (C) the check tendered in payment of such subscription is drawn for the proper amount and to the order of the Agent, and is otherwise in order, and (D) there is no evidence indicating that such person is not the duly authorized representative which such person purports to be.

In all cases other than those described in clauses (i) through (iv) above, the Agent will obtain all necessary proof of authority to sign in connection with the subscriptions for New ADSs, provided, however, that in the event that such proof of authority has not been received on or prior to the Expiration Date, the Agent shall obtain advice from the Company as to whether any such subscriptions may be accepted.

The Company authorizes the Agent to accept customary letters of indemnification from commercial banks, trust companies or eligible guarantor institutions that are members of a Medallion Signature Guarantee Program with respect to nonconforming aspects of documents delivered in connection with subscriptions for New ADSs.

On each Business Day during the ADS Subscription Period, the Agent shall deposit in an account designated by the Agent the aggregate amount of the ADS Subscription Deposit Price received by the Agent on such day in respect of payments made upon exercise of ADS Rights.

As contemplated in Section 2(b) above, subject to the ADS Rights not being fully subscribed, ADS Rights holders who validly exercise all of their ADS Rights will be entitled to subscribe for additional New ADSs pursuant to the Overallotment Option. The number of New ADSs that will be available for allocation pursuant to the Overallotment Option will be determined following the Expiration Date on the basis of the following formula (the “Overallotment ADSs”):

[Maximum number of New ADSs that may be subscribed by all ADS Rights holders (without giving effect to excess applications)]

minus

[Number of New ADSs actually subscribed by ADS Rights holders (without giving effect to excess applications)].

The Overallotment ADSs will be pro-rated among the over-subscribing ADS Rights holders on the basis of the ADS Rights exercised by such holders. Any fractional New ADSs that would otherwise be allocable to an ADS Rights holder pursuant to the Overallotment Option will be rounded down to the nearest whole number, will not be issued and will lapse without compensation.

9.	Reports by the Agent.

During the ADS Subscription Period, the Agent will advise the Company and Mr. Hoshang Sethna daily by telephone, facsimile transmission or e-mail to certain e-mail accounts notified in writing to the Agent as to (i) the total number of New ADSs subscribed for pursuant to the exercise of ADS Rights, including subscriptions pursuant to the Overallotment Option, and (ii) the aggregate amount of the ADS Subscription Deposit Price received by the Agent in respect of such subscriptions in U.S. dollars.

Not later than 8:00 a.m. (India time) on the India Business Day following the Expiration Date, the Agent will advise the Company, in accordance with written instructions to be sent by the Company and received by the Agent, as to (i) the total number of New ADSs subscribed for pursuant to the exercise of ADS Rights, and (ii) the aggregate amount of the ADS Subscription Deposit Price received by the Agent in respect of such subscriptions in U.S. dollars. The figure so reported will be final and the Agent will not be authorized to accept subscriptions for any additional New ADSs.

10.

Payment of the ADS Subscription Deposit Price.

The Agent shall, at or prior to 5:00 p.m. (New York City time) on the Business Day immediately following the Expiration Date, transfer, by electronic transfer of funds to the India Account, an amount in U.S. dollars equal to the aggregate ADS Subscription Deposit Price received from exercising holders of ADS Rights in respect of all new ADSs validly subscribed for during the ADS Subscription Period (the “Total ADS Subscription Deposit Price”).

The Agent shall instruct the Custodian: (i) to convert the applicable portion of the Total ADS Subscription Deposit Price into the aggregate Share Subscription Price for Ordinary Shares in Rupees for the total number of New Ordinary Shares corresponding to the total number of New ADSs subscribed by exercising holders of ADS Rights (the “Total Share Subscription Price”) on or prior to the India Business Day that is two India Business Days preceding the expiration date of the Share Subscription Period, (ii) to notify the Company and the Agent of the actual U.S. dollar to Rupee exchange rate (including currency conversion expenses) at which the Custodian has been able to convert the applicable portion of the Total ADS Subscription Deposit Price into the Total Share Subscription Price as provided in clause (i) above (the “Initial Conversion Exchange Rate”) and (iii) to pay the Total Share Subscription Price during the Share Subscription Period in accordance with the subscription procedure of the Share Offer.

11.

Distribution of Excess Amount and Payment of Deficiency Amount

If the Total ADS Subscription Deposit Price exceeds the U.S. dollar equivalent of the Total Share Subscription Price based on the Initial Conversion Exchange Rate, the Agent shall instruct the Custodian to transfer, on or prior to the India Business Day immediately following the expiration date of the Share Subscription Period, by electronic transfer of funds to an account designated by the Agent, the amount by which the Total ADS Subscription Deposit Price so exceeds the U.S. dollar equivalent of the Total Share Subscription Amount (the “Excess Amount”) in U.S. dollars. The Agent shall, as promptly as practicable after receipt of the Excess Amount, remit to each exercising holder of ADS Rights such holder’s pro rata share of the Excess Amount (after deduction of applicable expenses).

If the Total ADS Subscription Deposit Price is less than the U.S. dollar equivalent of the Total Share Subscription Price based on the Initial Conversion Exchange Rate, the Agent shall, at or prior to 9:00 a.m. (New York City time) on the India Business Day that is two India Business Days preceding the expiration date of the Share Subscription Period, transfer, by electronic transfer of funds to the India Account, an amount in U.S. dollars sufficient to cover the additional Rupee amount necessary to pay the Total Share Subscription Price in full (the “Rupee Deficiency Amount”). The Agent shall instruct the Custodian (i) to convert such U.S. dollar amount to Rupees on the India Business Day immediately preceding the expiration date of the Share Subscription Period, (ii) to notify the Company and the Agent of the portion of such U.S. dollar amount that is actually converted to pay the Rupee Deficiency Amount (the “USD Deficiency Amount”) and the U.S. dollar to Rupee exchange rate (including currency conversion expenses) at which the USD Deficiency Amount is converted into the Rupee Deficiency Amount (the “Additional Conversion Exchange Rate”) and (iii) to promptly return to the Agent any excess of such U.S. dollar amount over the USD Deficiency Amount.

As soon as practicable after determination of the USD Deficiency Amount, the Agent shall notify each exercising holder of ADS Rights (through DTC or directly, if a registered holder), to the extent applicable, of its pro rata share of the USD Deficiency Amount. Each exercising holder of the ADS Rights shall be required to promptly pay its pro rata share of the USD Deficiency Amount to the Agent. The Agent will not deliver New ADSs subscribed for by such holder prior to the receipt by the Agent of such payment. If payment of the applicable USD Deficiency Amount is not received from a subscriber by the Agent by the date that is 14 calendar days after the date of notice of the USD Deficiency Amount, the Agent shall sell all or a portion of such New ADSs subscribed for by such subscriber in a commercially reasonable manner, and in an amount sufficient to cover such USD Deficiency Amount and to cover any costs incurred in selling such New ADSs. In such event, the Agent will then deliver the remaining New ADSs (if any) to such subscriber together with a check in the amount of the excess proceeds, if any, from such sale (after deduction of applicable Depositary fees of up to US$ 0.02 per New ADS sold, expenses and taxes). The Agent will thereupon have the right to reimbursement by the Company with respect to any USD Deficiency Amount not collected as provided above from any such holder after such sale of New ADSs and application of the proceeds thereof (less such costs) to any such USD Deficiency Amount owed by such holder to the Agent. To the extent that the shortfall of the Total ADS Subscription Deposit Price below the U.S. dollar equivalent of the Total Share Subscription Price plus issuance fees and currency conversion fees exceeds 20 percent of the Total Share Subscription Price plus issuance fees and currency conversion fees, the Agent may reduce pro-rata the amount of New Ordinary Shares for which it subscribes, which will reduce the number of New ADSs that will be available for delivery to subscribing ADS Rights holders.

In case the Condition to the Rights Offering (as defined in the Prospectus Supplement) is not satisfied, the Company will refund the Subscription Price received in Rupees in respect of ADS Rights (including the Overallotment Option) to the ADSs Right Agent. The ADSs Right Agent will use commercially reasonable effort to convert the Rupees in USD and to return the USD from such conversion to the ADSs holders who exercised their rights (which maybe less then the ADS Subscription Price).

12.

Deposit of New Shares and Issuance of New ADSs.

The Company shall, as soon as reasonably practicable after the issuance of the New Ordinary Shares represented by the New ADSs subscribed for pursuant to the ADS Offer and receipt of confirmation of listing of such New Ordinary Shares on the Bombay Stock Exchange and the National Stock Exchange of India Ltd., cause to be deposited such New Ordinary Shares in an account maintained by the Custodian in the name of the Depositary or its designated nominee.

As soon as practicable after the deposit of New Ordinary Shares pursuant to paragraph (a) of this Section 12, the Depositary shall: (1) issue, in accordance with the terms of the Deposit Agreement, New ADSs subscribed for pursuant to the ADS Offer; and (2) subject to Section 10(c) hereof, (i) in the case of ADS Rights exercised through DTC, make delivery thereof to the applicable DTC participants, and (ii) in the case of ADS Rights exercised by registered holders of ADS Subscription Forms, make delivery thereof in the form of uncertificated ADSs.

13.

Supplies of Documents.

As promptly as practicable following the date hereof, the Agent shall notify the Company in writing as to the number of copies of the Broker Letter, Client Letter and Instructions Booklet required to be printed in preparation for distribution to eligible holders of ADS Rights. The Company shall cause such number of copies (as shall have been notified by the Agent to the Company) of the Broker Letter, the Client Letter and the Instructions Booklet to be distributed by the Agent to holders and to transferees of ADS Rights.

Promptly after the Expiration Date, the Agent shall cause any unused ADS Subscription Forms in its possession to be destroyed and all ADS Subscription Forms that were registered or assigned and all ADS Subscription Forms that were exercised will be cancelled and destroyed. The Agent will provide to the Company a record of such ADS Subscription Forms having been cancelled and destroyed upon the Company’s request.

14.

ADS Rights Exercised by Means of Guarantees of Delivery.

The Agent will make available to holders of ADS Subscription Forms the ability to exercise ADS Rights by means of Guaranteed Delivery Procedures upon the terms described in the Prospectus (the “Guaranteed Delivery Procedures”). Similarly, the Agent will make exercises by Guaranteed Delivery Procedures available to DTC participants upon the terms described in the Prospectus through DTC’s applicable function. If the ADS Rights exercised by means of the Guaranteed Delivery Procedures are not delivered to the Agent within the time period specified in the Prospectus, the Agent will cause the New ADSs issued upon the exercise to be sold and will refund the aggregate amount of the ADS Subscription Deposit Price paid by the ADS Rights holder for the New ADSs, without interest, after deducting any loss and expenses incurred.

15.

Instructions and Indemnification.

The Agent will be entitled to rely upon any instructions or directions furnished to it in writing by any director or executive officer of the Company or any attorney-in-fact for the Company appointed for this purpose pursuant to a power of attorney signed by any director or executive officer of the Company, and to apply to such individuals for advice or instructions in connection with its duties, and will be entitled to treat as genuine, and as the document it purports to be, any letter or other document, furnished to it by such individuals. The Agent shall incur no liability or responsibility to the Company for any action taken in reliance on, and in accordance with, any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument believed by it in good faith to be genuine and to have been signed, sent or represented by the proper party or parties.

The Company will indemnify the Agent against, and defend and hold it harmless from, any and all liability and related expenses (including reasonable fees and expenses of its counsel) incurred by the Agent, which may arise out of acts performed or omitted in connection with this Agreement, as the same may be amended, modified, or supplemented from time to time, (i) by the Agent, except to the extent such liability or expense arises out of its own negligence or willful misconduct, or (ii) by the Company or any of its agents.

The Agent will indemnify the Company against, and defend and hold it harmless from, any and all liability and related expenses (including reasonable fees and expenses of its counsel) incurred by the Company, which may arise out of the negligence or willful misconduct of the Agent, the Custodian or any of their respective employees, officers, directors or agents.

If any action or claim shall be brought or threatened to be brought against any party in respect of which indemnity may be sought pursuant to this Section 15, such indemnified party shall, as soon as practicable (or, in the case of any action or claim which is threatened to be brought, as soon as practicable after such party actually becomes aware of the same) notify the party against whom indemnity may be sought in writing of such action or claim, and in such circumstances, and also in the event of any action or claim being brought or threatened to be brought against any of the parties thereto, the other party thereto shall provide to the party against whom such action or claim is brought or threatened to be brought, such information and assistance as such party shall reasonably request, subject always to the provisions of indemnity contained in this Section 15. Each party shall to the extent reasonable and practicable in all circumstances consult with the other party as and when reasonably requested by such party in respect of any action or claim referred to in this Section 15.

The obligation set forth in this Section 15 shall survive notwithstanding the termination of this Agreement and the succession or substitution of any indemnified person.

16.

Payment for Services.

The Company and the Agent agree that the Agent is authorized to charge certain fees, and be reimbursed for certain expenses, as set forth on Exhibit B attached hereto.

17.

Amendment.

This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed and delivered by each of the parties hereto.

18.

Governing Law; Jurisdiction; Waiver.

This Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of New York. The parties agree that the federal and state courts located in the City of New York, State of New York, shall have jurisdiction to hear and determine any suits, actions or proceedings and to settle any disputes between the parties relating to this Agreement and for such purpose each of the parties irrevocably submits to the jurisdiction of such courts. The Company hereby irrevocably designates, appoints and empowers Tata Incorporated, c/o Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178 America, as its authorized agent to receive and accept for and on its behalf and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought against the Company in any court as described in the preceding sentence. If for any reason the Company’s authorized agent shall cease to be available to act as such, the Company agrees to designate a new authorized agent in the United States for receiving and accepting service of all legal process on the terms and for the purposes of this Section 17 reasonably satisfactory to the Agent. The Company further hereby irrevocably consents and agrees to any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding against it under the terms hereof, by service by mail of a copy thereof upon its authorized agent (whether or not the appointment of its authorized agent shall for any reason prove to be ineffective or its authorized agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided herein. The Company agrees that the failure of its authorized agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any actions, suits or proceedings brought in any court as provided herein, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The provisions of this Section 18 shall survive notwithstanding the termination of this Agreement.

19.

Counterparts.

This Agreement may be executed by the parties hereto on separate counterparts, which counterparts taken together will be deemed to constitute one and the same instrument.

20.

Notices.

All notices and other communications hereunder shall be in writing, in English and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile, upon confirmation of successful transmission, (b) on the third Business Day following the date of dispatch if delivered by a recognized next-day courier service, or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid.

Any written notice provided for herein shall be deemed given when received and shall be addressed as follows: (i) if to the Company, to Tata Motors Limited, located at Bombay House, 24 Homi Mody Street, Mumbai, 400 001, Republic of India, Attention: Mr. Hoshang Sethna, Company Secretary, Telecopier No.: +91 22 6665 7260; (ii) if to the Agent, to Citibank, N.A., 388 Greenwich Street, 14^th Floor, New York, New York 10013, Attention: ADR Department, Telecopier No.: (+1-212) 816-6865. Any party may, by notice given in writing to each other party at its above address, designate another address for receipt of notices thereunder.

21.

Binding Effect.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and, to the extent contemplated herein, the holders and beneficial owners of ADS Rights.

22.

Severability.

In case any one or more of the provisions contained in this Agreement should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall in no way be affected, prejudiced or disturbed thereby.

23.

Force Majeure.

The Agent shall not incur any liability for not performing any act or fulfilling any obligation hereunder by reason of any occurrence beyond its control (including, but not limited to, any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, or the unavailability of the Federal Reserve Bank wire services or any electronic communication facility).

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year above written.


TATA MOTORS LIMITED

By:
Name:
Title:

CITIBANK, N.A.

By:
Name:
Title:

EXHIBIT B

SCHEDULE OF FEES AND EXPENSES


Service	Fee	Paid By

Citibank’s appointment as ADS rights agent	Waived	Waived

Exercise of ADS rights	Waived	Waived

Distribution of ADSs pursuant to exercises of ADS rights	$5.00 per 100 New ADSs issued (or fraction thereof)	Persons who exercise ADS Rights

Sale of ADS rights and distribution of cash proceeds upon sale of ADS rights	Up to US$2.00 per 100 ADS rights sold	Person for whom sales are made

Sale of ADSs as a result of failure to receive USD Deficiency Amount and distribution of cash proceeds (if any) upon sale of ADSs	Up to US$2.00 per 100 ADSs sold	Person who failed to pay pro rata portion of USD Deficiency Amount

Citibank’s reasonable legal counsel fees and expenses for rights offering from Patterson Belknap Webb & Tyler LLP	At cost	Company

Out-of-pocket costs for this rights offering (e.g., Computershare fees and expenses, postage, etc)	At cost	Company

Exhibit 99.3

Rights Offering to Holders of

Tata Motors Limited

American Depositary Shares

April 10, 2015


To		Our Clients who are Beneficial Owners of
		American Depositary Shares of
		Tata Motors Limited

Tata Motors Limited (the “Company”) is distributing to (i)holders of Ordinary Shares and ‘A’ Ordinary Shares rights to subscribe for new Ordinary Shares and new ‘A’ Ordinary Shares, as applicable (referred to herein as the “share rights”), and (ii) holders of its American Depositary Shares (the “ADSs”) rights to subscribe for new ADSs (the “ADS rights”). The Prospectus, dated March 30, 2015, together with a Prospectus Supplement, dated March 30, 2015 (collectively, the “Prospectus”), is available on the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system of the U.S. Securities and Exchange Commission at the website www.sec.gov/edgar.shtml. Copies of the Prospectus are available upon request from the Information Agent, Georgeson Inc., by phone at (866) 821-2550 (U.S. toll free). In addition, please find the attached Subscription/Sale Instructions for ADS Rights, which must be completed by you in order to direct the exercise or the sale of your ADS rights. The Company has made arrangements with Citibank, N.A., as ADS rights agent for the ADSs, to make available the ADS rights to holders of ADSs at 5:00 p.m. (New York City time) on April 7, 2015 (the “ADS record date”) upon the terms set forth in the Prospectus. Your prompt attention is requested, as the ADS subscription period expires at 2:15 p.m. (New York City time) on April 27, 2015 (the “ADS rights expiration date”).

ADS RIGHTS NOT EXERCISED PRIOR TO 2:15 P.M. (NEW YORK CITY TIME) ON APRIL 27, 2015 WILL BECOME VOID AND WILL HAVE NO FURTHER VALUE.

For a complete description of the terms and conditions of the offering and the procedures for exercise or sale of your ADS rights, please refer to the enclosed Prospectus. None of the terms hereof are intended to contradict or supersede the terms of the Prospectus. In the event of any inconsistency between the terms of the Prospectus and the terms hereof, the terms of the Prospectus will govern. Any terms used but not defined herein will have the meaning given to such terms in the Prospectus.

Exercise of ADS Rights

You will receive 0.055045 ADS right for every ADS you hold on the ADS record date. One (1) ADS right will entitle you to subscribe for one (1) new ADS. To validly subscribe for new ADSs, you will need to deliver to the ADS rights agent US$ 39.42 for each new ADS you wish to subscribe for, which is 110% of the U.S. dollar equivalent of the share subscription price in Indian Rupees for five (5) Ordinary Shares (as each ADS represents five (5) Ordinary Shares), based on the exchange rate between the U.S. dollar and the Indian rupee as published by Bloomberg L.P. as the opening exchange rate at 7:29 a.m., New York City time, on March 27^th, 2015, in order to account for possible exchange rate fluctuation, any currency conversion expenses and issuance fees of US$0.05 per new ADS issued. The final ADS subscription price will be the U.S. dollar equivalent of the Ordinary Share subscription price (adjusted to reflect the ADS-to-Ordinary Share ratio) based on the exchange rate between the U.S. dollar and the Indian rupee on or about April 29, 2015, plus currency conversion expenses and ADS issuance fees (the “final ADS subscription price”). If the amount you pay is more than the final ADS subscription price, the ADS right agent will refund to you such aggregate excess without interest. If the amount you pay to subscribe each new ADS is insufficient to pay the final ADS subscription price, the ADS rights agent will pay the amount of the shortfall of the final ADS subscription price to the Company on your behalf, and you will need to reimburse to the ADS rights agent for such shortfall prior to your receiving any new ADSs. The ADS rights agent may sell all or a portion of the new ADSs in an amount sufficient to pay any shortfall that is not paid within 14 calendar days of notice of the deficiency. In addition, to the extent that the shortfall of the amount you pay to subscribe each new ADS below the final ADS subscription price exceeds 20% of the final ADS

subscription price, the ADS rights agent may reduce pro-rata the amount of new Ordinary Shares for which it subscribes, which will reduce the number of new ADSs that will be available for delivery to you. Please refer to the Prospectus for a description of the actions to be taken if the amount you pay to subscribe each new ADS is insufficient to cover, or exceeds, the final ADS subscription price.

Excess Applications

All ADSs not taken up in terms of the offering of ADS rights will be available for allocation to holders of ADS rights who wish to apply for a greater number of ADSs than the ADSs they can subscribe for upon exercise of their ADS rights, subject to a maximum amount determined by the following formula following the expiry of the ADS subscription period:

[Maximum number of ADSs that may be subscribed by all ADS rights holders (without giving effect to excess applications)]

minus

[Number of ADSs subscribed by ADS rights holders (without giving effect to excess applications)].

In order to apply for excess ADSs, you must first exercise in full the ADS rights you hold. Subject to the ADS rights not being fully subscribed, you will be allocated additional ADSs on a proportionate basis (based on the number of ADS rights validly exercised). If the number of excess ADSs is insufficient to satisfy your excess application in full, the deposit amount relating to any excess ADSs not delivered to you will be returned to you in U.S. dollars without interest. Excess applications must be made together with initial subscriptions for ADSs. Any fractional excess ADSs will be rounded down to the nearest whole number, will not be issued and will lapse without compensation.

Guaranteed Delivery Procedures

If, as an ADS rights holder, you wish to subscribe for offered ADSs (including any excess ADSs) but time will not permit your ADS rights to reach the ADS rights agent before the time the ADS rights expire, you may still subscribe if, at or before the ADS rights expiration date, the ADS rights agent has received from your broker, bank or nominee a properly completed and signed notice of guaranteed delivery. The ADS rights agent must also receive payment in full of the deposit amount on or before the ADS rights expiration date. The notice of guaranteed delivery must irrevocably guarantee that the ADS rights will be delivered to the ADS rights agent before 2:15 p.m., New York City time, on the third NYSE trading day following the date of execution of the notice of guaranteed delivery.

If the ADS rights are not delivered before 2:15 p.m., New York City time, on the third NYSE trading day following the date of execution of the notice of guaranteed delivery, the ADS rights agent will refund to you the total deposit amount you paid to the ADS rights agent, without interest, after deducting any loss and expenses it incurred from the failed guaranteed delivery.

To exercise ADS rights pursuant to a notice of guaranteed delivery, please contact your broker, bank or nominee.

Exchange of ADS Rights for Share Rights

ADS rights may not be converted into share rights and share rights may not be converted into ADS rights.

Unexercised ADS Rights

If ADS rights are not exercised prior to the ADS rights expiration date, such ADS rights will become void and will have no further value. Accordingly, you will not receive any value or proceeds with respect to unexercised rights.

Sale of ADS rights

The ADS rights will be admitted for trading on the New York Stock Exchange. If you wish to sell any ADS rights, you may direct us to sell your ADS rights or to instruct the ADS rights agent to sell any such ADS rights by so indicating on the enclosed Subscription/Sale Instructions for ADS Rights and delivering the signed and completed Subscription/Sale Instructions for ADS Rights to us in time to enable us to instruct the ADS rights agent before 5:00 p.m. (New York City time) on April 23, 2015. The ADS rights agent will charge a customary fee (up to US$0.02 per ADS right sold), taxes and expenses for selling ADS rights. The proceeds of any ADS rights sold (after deduction of applicable fees, taxes and expenses) will be remitted to you after the ADS rights expiration date. The net sale proceeds that you are entitled to for your ADS rights sold will be calculated on the basis of the number of ADS rights sold and the net weighted average sale price per ADS right for all ADS rights sold by the ADS rights agent during the ADS subscription period. Neither the Company nor the ADS rights agent can guarantee the ability of the ADS rights agent to effectuate any such sale or the price at which any ADS rights will be sold.

The exercise of your ADS rights may be made only by us pursuant to your instructions. In the absence of proper instructions from you to exercise your ADS rights, together with the required payment, we will not exercise your ADS rights and your ADS rights will lapse. Accordingly, your prompt attention is requested. If you wish for us to exercise your ADS rights or arrange for the sale of your ADS rights pursuant to the terms and subject to the conditions set forth in the Prospectus, please complete, execute and deliver to us the Subscription/Sale Instructions for ADS Rights provided herewith, along with payment in the correct amount for the new ADSs you wish to subscribe for pursuant to your ADS rights (including excess ADSs, if any). If you have questions regarding the ADS rights offering, please contact us.

TATA MOTORS LIMITED

SUBSCRIPTION/SALE INSTRUCTIONS FOR ADS RIGHTS

The undersigned beneficial owner (the “Beneficial Owner”) of ADS rights of Tata Motors Limited hereby provides to you the following instructions in connection with the offering of new ADSs:

1.	Please exercise ADS rights held for our account as follows (1 ADS right = 1 new ADS):


	X	US$39.42 = US$
(no. of new ADSs subscribed)

2.	Please apply for excess ADSs as follows:


	X	US$$39.42 = US$
(no. of excess ADSs subscribed)

3.	Please sell or direct the ADS rights agent to sell all ADS rights held for our account. (Please mark box) ¨

4.	Please sell or direct the ADS rights agent to sell ADS rights held for our account and subscribe for new ADSs as indicated in (1) above. (Please mark box) ¨

I hereby confirm that I am a resident of and that subscription or sale of the ADS rights by me does not violate any applicable laws.


Name:				Address:
Signature:


Printed names (if signatory is not the Beneficial Owner):				Telephone Number:


Title or Capacity (if signatory is not the Beneficial Owner):				Tax ID or Social Security Number:


Date Executed:

THIS FORM MUST BE RETURNED, ALONG WITH PAYMENT FOR THE TOTAL U.S. DOLLAR AMOUNT DUE UNDER (1) AND (2) ABOVE, TO THE BENEFICIAL OWNER’S BANK OR BROKER AND NOT TO CITIBANK, N.A. WITH SUFFICIENT TIME FOR THE BENEFICIAL OWNER’S BANK OR BROKER TO INSTRUCT THE ADS RIGHTS AGENT TO EXECUTE THE ABOVE TRANSACTIONS PRIOR TO THE ADS RIGHTS EXPIRATION DATE (FOR SUBSCRIPTIONS, AND SUCH OTHER DATES AND TIMES REFERRED TO ABOVE FOR OTHER PURPOSES).

Exhibit 99.4

INSTRUCTIONS BOOKLET FOR TATA MOTORS LIMITED ADS SUBSCRIPTION FORM

FOR ADS RIGHTS TO PURCHASE ADSs OF TATA MOTORS LIMITED

Tata Motors Limited (the “Company”) is distributing to (i) holders of Ordinary Shares and ‘A’ Ordinary Shares (the “shares”) rights to subscribe for new Ordinary Shares and new ‘A’ Ordinary Shares, as applicable (the “share rights”), and (ii) holders of its American Depositary Shares (the “ADSs”) rights to subscribe for new ADSs (the “ADS rights”). The Prospectus, dated March 30, 2015, together with a Prospectus Supplement, dated March 30, 2015 (collectively, the “Prospectus”), is available on the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system of the U.S. Securities and Exchange Commission at www.sec.gov/edgar.shtml. Hard copies of the Prospectus are not being distributed. Copies of the Prospectus are available upon request from the Information Agent, Georgeson Inc, by phone at (866) 821-2550 (U.S. toll free). The Company has made arrangements with Citibank, N.A., as ADS rights agent for the ADSs, to make available the ADS rights to holders of ADSs at 5:00 p.m. (New York City time) on April 7, 2015 (the “ADS record date”) upon the terms set forth in the Prospectus. The CUSIP No. for the Company’s ADSs is 876568502, and the ADSs are quoted on the New York Stock Exchange under the symbol “TTM”. The CUSIP No. for the ADS rights is , and the ADS rights will be quoted on the New York Stock Exchange under the symbol “TTM RT”. Your prompt attention is requested, as the ADS subscription period expires at 2:15 p.m. (New York City time) on April 27, 2015 (the “ADS rights expiration date”).

Your ADS subscription form contains sections related to the choices available to you regarding the ADS rights. The following instructions are intended solely to assist you in completing your ADS subscription form. None of the terms hereof are intended to contradict or supersede the terms of the Prospectus. In the event of any inconsistency between the terms of the Prospectus and the terms hereof, the terms of the Prospectus will govern. Any terms used but not defined herein will have the meaning given to such terms in the Prospectus.

If you have special instructions for the ADS rights agent, which cannot be included in the ADS subscription form, you should send a letter setting forth such instructions to the ADS rights agent with your ADS subscription form. In all cases you should include your daytime telephone number in the space provided in the ADS subscription form (in case the ADS rights agent needs to contact you for further information), and you should include a properly completed and executed IRS Form W-9 or W-8, as applicable.

Exercise of ADS Rights

You will receive 0.055045 ADS right for every ADS you held as of the ADS record date. One (1) ADS right will entitle you to purchase one (1) new ADS. Fractional entitlements to ADS rights will be rounded down to the nearest whole number and fractional ADS rights will lapse without compensation. To exercise your ADS rights and to subscribe for any new ADSs, you must pay the ADS deposit amount of US$ 39.42 per subscribed new ADS, which is the U.S. dollar equivalent of the share subscription price in Indian Rupees for five (5) Ordinary Shares (as each ADS represents five (5) Ordinary Shares) converted into U.S. dollars at the exchange rate of Rs.62.7825 per U.S. dollar, based on the opening exchange rate published by Bloomberg L.P. at 7:29 a.m., New York City time, on March 27^th, 2015, plus an additional 10%, representing an allowance for potential fluctuations in the exchange rate between the Indian rupee and the U.S. dollar, ADS issuance fees of the depositary of US$0.05 per new ADS issued and currency conversion expenses. The final ADS subscription price will be the U.S. dollar equivalent of the Ordinary Share subscription price (adjusted to reflect the ADS-to-Ordinary Share ratio) based on the exchange rate between the Indian rupee and the U.S. dollar on or about April 29, 2015, plus ADS issuance fees and currency conversion expenses (the “final ADS subscription price”). If the amount you pay to subscribe each new ADS is more than the final ADS subscription price, the ADS rights agent will refund the amount of the excess in U.S. dollars promptly to you without interest. If the amount you pay to subscribe each new ADS is insufficient to pay the final ADS subscription price, the ADS rights agent will pay the amount of the shortfall of the final ADS subscription price to the Company on your behalf, and you will need to reimburse to

the ADS rights agent for such shortfall prior to your receiving any new ADSs. The ADS rights agent may sell all or a portion of the new ADSs in an amount sufficient to pay any shortfall that is not paid within 14 calendar days of notice of the deficiency. In addition, to the extent that the shortfall of the amount you pay to subscribe each new ADS below the final ADS subscription price exceeds 20% of the final ADS subscription price, the ADS rights agent may reduce pro-rata the amount of new Ordinary Shares for which it subscribes, which will reduce the number of new ADSs that will be available for delivery to you. Please refer to the Prospectus for a description of the actions to be taken if the amount paid to subscribe each new ADS is insufficient to cover, or exceeds, the final ADS subscription price. The exercise of ADS rights is irrevocable and may not be cancelled or modified.

All ADSs not taken up in terms of the offering of ADS rights will be available for allocation to holders of ADS rights who wish to apply for a greater number of ADSs than the ADSs they can subscribe for upon exercise of their ADS rights. The number of excess ADSs available for allocation to holders of ADS rights is subject to a maximum as set forth in the Prospectus. In order to apply for excess ADSs, you must first exercise in full the ADS rights you hold, and you must pay the ADS deposit amount for each excess ADS you wish to subscribe. The excess ADSs will be allocated, based on the number of ADS rights validly exercised, to holders of ADS rights that have exercised their rights in full and have validly applied for excess ADSs. Any fractional excess ADSs will be rounded down to the nearest whole number, will not be issued and will lapse without compensation. If the number of excess ADSs is insufficient to satisfy your excess application in full, the deposit amount relating to any excess ADSs not delivered you will be returned to you in U.S. dollars without interest. Excess applications must be made together with initial subscriptions for ADSs.

The offering of shares rights (including ADS rights) is subject to the condition precedent that at least 90% of the share rights (including ADS rights) are validly exercised. If this condition is not satisfied, the Company will terminate the offering of share rights (including ADS rights), in which event share rights and ADS rights will become null and void and the ADS deposit amount already tendered will be returned to you in U.S. dollars without interest subject to the possible loss of a portion of the ADS deposit amount due to exchange rate fluctuations between the Rupee and U.S. Dollar.

If you wish to exercise your ADS rights, you should:

complete and sign the enclosed ADS subscription form, indicating in the appropriate place the number of new ADSs (including excess ADSs, if any) you wish to subscribe;

obtain a U.S. dollar certified check made payable to the order of “Citibank, N.A. — Tata Motors ADS Rights Offering” for the full deposit amount payable for all new ADSs you are subscribing for upon the exercise of your ADS rights (including excess ADSs, if any); and

deliver the completed and signed ADS subscription form and proper payment for the full deposit amount payable for the total number of new ADSs subscribed for pursuant to the exercise of ADS rights (and excess applications, if any), to the ADS rights agent at one of the addresses set forth below under the heading “Contact and Mailing Information” prior to the expiration of the ADS subscription period at 2:15 p.m. (New York City time) on April 27, 2015.

All documents and the full deposit amount must be received by the ADS rights agent before the ADS rights expiration date at one of the addresses set forth below under the heading “Contact and Mailing Information”. Any exercise of ADS rights is effective only when received by the ADS rights agent. Your exercise of ADS rights is irrevocable and may not be cancelled or modified. Deposits in the mail will not constitute delivery to the ADS rights agent.

You may elect the method for delivery of the completed ADS subscription form and payment to the ADS rights agent of the amount payable for the new ADSs for which you subscribe, and you will bear any risk associated therewith. If you send ADS subscription forms or payments by mail, you should use registered mail,

properly insured, with return receipt requested, and allow sufficient time to ensure delivery to the ADS rights agent before the ADS rights expiration date. In order to ensure timely delivery to the ADS rights agent, you may wish to consider the use of an overnight courier.

If you exercise less than all of the ADS rights evidenced by your ADS subscription form by so indicating thereon, your unexercised ADS rights will become void and will have no further value.

If you do not indicate the number of new ADSs to be subscribed for on the ADS subscription form, or if you indicate a number of new ADSs that does not agree with the amount of proper payment you delivered, you will be deemed to have subscribed for the maximum number of whole ADSs that may be subscribed for by the deposit amount you delivered. The ADS subscription form only evidences ADS rights and does not grant any rights or impose any obligations not granted or imposed pursuant to the express terms of the ADS rights offering described in the Prospectus.

If you wish to subscribe for offered ADSs (including any excess ADSs) but time will not permit your ADS rights to reach the ADS rights agent before the time the ADS rights expire, you may still subscribe if, at or before the ADS rights expiration date, the ADS rights agent has received a properly completed and signed notice of guaranteed delivery, substantially in the form enclosed, from a financial institution that is a member of the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) or the New York Stock Exchange Inc. Medallion Signature Program (MSP). These institutions are commonly referred to as “eligible institutions”. Most banks, savings and loan associations and brokerage houses are participants in these programs and therefore are eligible institutions. The ADS rights agent must also receive payment in full of the deposit amount on or before the ADS rights expiration date. The notice of guaranteed delivery must state your name and the number of new ADSs you are subscribing for and must irrevocably guarantee that the ADS rights will be delivered by one of those financial institutions to the ADS rights agent before 2:15 p.m., New York City time, on the third New York Stock Exchange trading day following the date of execution of the notice of guaranteed delivery.

The notice of guaranteed delivery may be delivered by first-class mail, by hand or by overnight courier to the ADS rights agent together with a certified check covering the full deposit amount. If you hold ADS rights through The Depository Trust Company (“DTC”), your DTC participant must deliver the notice of guaranteed delivery to the ADS rights agent through DTC’s confirmation system. If the financial institution fails to deliver ADS rights before 2:15 p.m., New York City time, on the third New York Stock Exchange trading day following the date of execution of the notice of guaranteed delivery, the ADS rights agent will refund to you the total deposit amount you paid to the ADS rights agent, without interest, after deducting any loss and expenses it incurred from the failed guaranteed delivery.

Sale of ADS Rights

If you wish to instruct the ADS rights agent to attempt to sell some or all of your ADS rights, you should:

1. complete and sign the enclosed ADS subscription form, indicating in the appropriate place, the number of ADS rights you wish to sell; and

2. deliver the completed and signed ADS subscription form to the ADS rights agent at one of the addresses set forth below under the heading “Contact and Mailing Information.

If you wish to instruct a sale of ADS rights, your duly completed ADS subscription form must be delivered to the ADS rights agent no later than 5:00 p.m. (New York City time) on April 23, 2015 so as to enable the ADS rights agent to execute the sale order on or prior to April 24, 2015. The ADS rights agent will charge holders of ADS rights customary fees (US$ 0.02 per ADS right sold), taxes and expenses for selling ADS rights. A check representing the proceeds of any ADS rights sold (after deduction of applicable fees, taxes and expenses) will be

sent to the holder of such ADS rights after the ADS rights expiration date. The net sale proceeds that you are entitled to for your ADS rights sold will be calculated on the basis of the number of ADS rights sold and the net weighted average sale price per ADS right for all ADS rights sold by the ADS rights agent during the ADS subscription period. The execution of sale orders will be subject to the terms and conditions described in the Prospectus.

Transfer of ADS Rights

If you wish to transfer all or a portion of the ADS rights represented by your ADS subscription form, you should:

1. complete and sign a stock power;

2. arrange for your signature on the stock power to be guaranteed by an eligible institution; and

3. deliver the ADS subscription form and the related completed, signed and guaranteed stock power to the ADS rights agent at one of the addresses set forth below under the heading “Contact and Mailing Information.”

If you wish to transfer your ADS subscription form, the duly completed, signed and guaranteed stock power and related ADS subscription form must be delivered to the ADS rights agent with sufficient time to execute the requested transfer prior to 2:15 p.m. (New York City time) on April 27, 2015.

If your ADS subscription form has been properly transferred, the transferee will be able to exercise the ADS rights evidenced by the ADS subscription form. As the result of delays in the mail, the necessary processing time and other factors, you or your transferee may not receive the new ADS subscription form in time to enable the holder of the ADS rights to complete a sale or exercise by the ADS rights expiration date. Neither the Company nor the ADS rights agent will be liable to either a transferor or transferee for any such delays.

Exchange of ADS Rights for Share Rights

ADS rights may not be converted into share rights and share rights may not be converted into ADS rights.

Exercise through DTC

ADS rights received through DTC can only be exercised through the applicable function of the DTC system. Payment for new ADSs subscribed for must be received by the ADS rights agent via DTC prior to the ADS rights expiration date. Any exercise of ADS rights is irrevocable and may not be cancelled or modified.

Unexercised ADS Rights

Signature Requirements

The signature(s) on any ADS subscription form must correspond with the name(s) of the registered holder(s) exactly as it appears on the face of the ADS subscription form without any alteration or change whatsoever. In the case of joint registered holders, each person must sign the ADS subscription form in accordance with the foregoing. If you sign the ADS subscription form in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other fiduciary or representative, you must indicate the capacity in which you are signing when you sign and, if requested by the ADS rights agent in its sole and absolute discretion, you must present to the ADS rights agent satisfactory evidence of your authority to sign in that capacity.

In all cases your daytime telephone number should be included in the space indicated on your ADS subscription form so that, if necessary, the ADS rights agent may call you for further instructions.

Taxpayer Identification Number and Form W-9 or W-8

If you decide to exercise or sell all or a portion of the ADS rights evidenced by your ADS subscription form, you should provide the ADS rights agent with a properly completed and executed IRS Form W-9 or W-8, as applicable. Failure to provide a duly completed Form W-9 or W-8, as applicable, may subject you to the applicable rate of back-up U.S. federal income tax withholding with respect to funds to be remitted to you in respect of distributions made in respect of the new ADSs.

Tax Consequences

See the description set forth in the Prospectus under the heading “Taxation” for information concerning tax consequences pertaining to the above transactions.

Method of Delivery

THE METHOD OF DELIVERY OF THE ADS SUBSCRIPTION FORM OR NOTICE OF GUARANTEED DELIVERY AND PROPER PAYMENT FOR ANY NEW ADSs THAT YOU SUBSCRIBE FOR TO THE ADS RIGHTS AGENT WILL BE AT YOUR ELECTION AND RISK. IF SENDING BY MAIL, YOU ARE URGED TO SEND THE ADS SUBSCRIPTION FORM AND PAYMENTS BY REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED, AND ARE URGED TO ALLOW A SUFFICIENT NUMBER OF DAYS TO ENSURE DELIVERY TO THE ADS RIGHTS AGENT BY 2:15 P.M. (NEW YORK CITY TIME) ON APRIL 27, 2015 (FOR SUBSCRIPTIONS, AND SUCH OTHER DATES AND TIMES REFERRED TO ABOVE FOR OTHER PURPOSES). DEPOSIT IN THE MAIL WILL NOT CONSTITUTE DELIVERY TO THE ADS RIGHTS AGENT. YOU MAY WANT TO MAKE USE OF AN OVERNIGHT COURIER TO ENSURE TIMELY DELIVERY TO THE ADS RIGHTS AGENT.

Irregularities

All questions concerning the timeliness, validity, form and eligibility of any exercise of ADS rights will be determined by the Company and the ADS rights agent, whose determinations will be final and binding. The Company and the ADS rights agent, in their sole discretion, may waive any defect or irregularity, or permit a defect or irregularity to be corrected within such time as they may determine, or reject the purported exercise of any ADS right. ADS subscription forms will not be deemed to have been received or accepted until all defects or irregularities have been waived or cured within such time as the Company determines, in its sole discretion. Neither the Company nor the ADS rights agent will be under any duty to give notification of any defect or irregularity in connection with the submission of ADS subscription forms or incur any liability for failure to give such notification.

Contact and Mailing Information

Any questions you may have should be addressed as promptly as possible to your bank, broker or other advisor or to Georgeson Inc., the Information Agent as set forth in “The Rights Offering — The Information Agent and ADS Holder Helpline” in the Prospectus.

The address of the ADS rights agent is as follows:


For delivery by first-class mail:		For delivery by hand or overnight courier:

Citibank, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011		Citibank, N.A. c/o Voluntary Corporate Actions 250 Royall Street Suite V Canton, MA 02021

DELIVERY OF THE ADS SUBSCRIPTION FORM OR ANY OTHER DOCUMENT OR PAYMENT TO

AN ADDRESS OTHER THAN ONE OF THE ADDRESSES SET FORTH ABOVE DOES NOT

CONSTITUTE A VALID DELIVERY.

Exhibit 99.5

Rights Offering to Holders of

Tata Motors Limited

American Depositary Shares

April 10, 2015

Securities Dealers, Commercial Banks, Trust Companies and

Other Nominees which are holders of American Depositary Shares of

Tata Motors Limited (CUSIP No. 876568502)

On behalf of Tata Motors Limited (the “Company”), in connection with the offering by the Company to (i) holders of Ordinary Shares and ‘A’ Ordinary Shares to subscribe for new Ordinary Shares and new ‘A’ Ordinary Shares, as applicable (the “share rights”), and (ii) holders of its Tata Motors Limited American Depositary Shares (the “ADSs”) of rights to subscribe for new ADSs (referred to herein as the “ADS rights”), you are being requested to contact clients for whom you hold ADSs to obtain instructions with respect to the exercise or sale of their ADS rights. The Company has made arrangements with Citibank, N.A., as ADS rights agent, to make available the ADS rights to holders of ADSs as of 5:00 p.m. (New York City time) on April 7, 2015 (the “ADS record date”) upon the terms set forth in the Prospectus Supplement, dated March 30, 2015, to the Prospectus, dated March 30, 2015 (collectively, the “Prospectus”). Your prompt attention is requested, as the ADS subscription period expires at 2:15 p.m. (New York City time) on April 27, 2015 (the “ADS rights expiration date”).

Offers and Sales in Certain Jurisdictions

The offer, sale, exercise or acceptance of, or the subscription for, any of the securities described in the Prospectus to or by persons located or resident in jurisdictions other than India and the United States may be restricted or prohibited by the laws of the relevant jurisdiction. Crediting of ADS rights to any account, or the receipt of allotment of any new ADSs or of certificates evidencing such securities will not constitute an offer or sale in those jurisdictions in which it will be illegal to make such offer or sale, or where such offer or sale will trigger any registration, filing or approval requirement or otherwise violate the securities laws of such jurisdictions or be prohibited.

If you receive ADS rights on behalf of clients that are the beneficial owners of the ADSs and are located or reside outside of the United States of America, you may not distribute the ADS rights you may receive on behalf of such clients and, in lieu of such distribution of ADS rights, you are requested to sell the ADS rights on behalf of such clients prior to 4:00 p.m. (New York City time) on April 24, 2015 (either directly or through the ADS rights agent) and to distribute to such clients only the net cash proceeds from such sales. To arrange for the sale of ADS rights through the ADS rights agent, please use the applicable function of The Depository Trust Company (“DTC”) to instruct the ADS rights agent prior to 5:00 p.m. (New York City time) on April 23, 2015. When you exercise ADS rights on behalf of your clients, you will be asked to certify that such clients are eligible holders of ADS rights.

ADS Rights Offering

Enclosed you will find a form letter you can send to your clients who are beneficial owners of ADSs. The Prospectus is available on the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system of the U.S. Securities and Exchange Commission at www.sec.gov/edgar.shtml. A hard copy of the Prospectus is not being distributed. Copies of the Prospectus are available upon request from the Information Agent, Georgeson Inc., by phone at (866) 821-2550 (U.S. toll free). The CUSIP No. for the Company’s ADSs is 876568502, and the ADSs are quoted on The New York Stock Exchange under the symbol “TTM”. The CUSIP No. for the ADS rights is [ ], and the ADS rights will be quoted on the New York Stock Exchange under the symbol “TTM RT”. DTC will be credited with the ADS rights on or about April 10, 2015.

ADS RIGHTS NOT EXERCISED PRIOR TO 2:15 P.M. (NEW YORK CITY TIME) ON APRIL 27, 2015 WILL BECOME VOID AND WILL HAVE NO FURTHER VALUE. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

For a complete description of the terms and conditions of the offering and the procedures for exercise or sale of ADS rights, please refer to the Prospectus. None of the terms hereof are intended to contradict or supersede the terms of the Prospectus. In the event of any inconsistency between the terms of the Prospectus and the terms hereof, the terms of the Prospectus will govern. Any terms used but not defined herein will have the meaning given to such terms in the Prospectus.

Exercise of ADS Rights

Holders of ADSs will receive 0.055045 ADS right for every ADS he/she held as of the ADS record date. One (1) ADS right will entitle the holder of such ADS right to purchase one (1) new ADS. To validly subscribe for new ADSs, holders of ADSs will need to deliver to the ADS rights agent US$39.42 for each new ADS he/she wishes to subscribe, which is 110% of the U.S. dollar equivalent of the share subscription price in Indian rupees for five (5) Ordinary Shares (as each ADS represents five (5) Ordinary Shares), based on the exchange rate between the U.S. dollar and the Indian rupee as published by Bloomberg as the opening exchange rate at 7:29 a.m. New York City time on March 27^th, 2015, in order to account for possible exchange rate fluctuation, any currency conversion expenses and issuance fees of US$0.05 per new ADS issued. The final ADS subscription price will be the U.S. dollar equivalent of the Ordinary Share subscription price (adjusted to reflect the ADS-to-Ordinary Share ratio) based on the exchange rate between the U.S. dollar and the Indian rupee on or about April 29, 2015, plus currency conversion expenses and ADS issuance fees (the “final ADS subscription price”). If the amount paid to subscribe each new ADS is more than the final ADS subscription price, the ADS rights agent will refund such aggregate excess in U.S. dollars without interest. If the amount paid to subscribe each new ADS is less than the final ADS subscription price, the ADS rights agent will pay the amount of the shortfall of the final ADS subscription price to the Company on behalf of holders, and such holders exercising their ADS rights will need to reimburse to the ADS rights agent for such shortfall prior to receiving any new ADSs. The ADS rights agent may sell all or a portion of the new ADSs in an amount sufficient to pay any shortfall that is not paid within 14 calendar days of notice of the deficiency. In addition, to the extent that the shortfall of the amount paid to subscribe each new ADS below the final ADS subscription price exceeds 20% of the final ADS subscription price, the ADS rights agent may reduce pro-rata the amount of new Ordinary Shares for which it subscribes, which will reduce the number of new ADSs that will be available for delivery to subscribing ADS rights holders. Please refer to the Prospectus for a description of the actions to be taken if the amount paid to subscribe each new ADS is insufficient to cover, or exceeds, the final ADS subscription price.

Excess Applications

The ADSs not taken up in terms of the offering of ADS rights will be available for allocation to holders of ADS rights who wish to apply for a greater number of ADSs than the ADSs they can subscribe for upon exercise of their ADS rights, subject to a maximum amount determined by the following formula following the expiry of the ADS subscription period:

[Maximum number of ADSs that may be subscribed by all ADS rights holders (without giving effect to excess applications)]

minus

[Number of ADSs subscribed by ADS rights holders (without giving effect to excess applications)].

In order to apply for excess ADSs, an ADS rights holder must first exercise in full the ADS rights it holds. Subject to the ADS rights not being fully subscribed, holders of ADS rights who timely exercise their ADS rights

and timely apply to purchase additional ADSs will be allocated additional ADSs on a proportionate basis (based on the number of ADS rights validly exercised). If the number of excess ADSs is insufficient to satisfy the excess application of any ADS rights holder in full, the deposit amount relating to any excess ADSs not delivered to such ADS rights holder will be returned to such ADS rights holder in U.S. dollars without interest. Excess applications must be made together with initial subscriptions for ADSs. Any fractional excess ADSs will be rounded down to the nearest whole number, will not be issued and will lapse without compensation.

Guaranteed Delivery Procedures

If, on behalf of an ADS rights holder, you wish to subscribe for offered ADSs (including any excess ADSs) but time will not permit you to deliver the ADS rights to the ADS rights agent before the time the ADS rights expire, you may still subscribe if, at or before the ADS rights expiration date, the ADS rights agent has received from you a notice of guaranteed delivery through DTC’s confirmation system together with the applicable deposit amount for the ADS rights exercised as well as any excess ADSs applied for. If the ADS rights are not delivered before 2:15 p.m., New York City time, on the third NYSE trading day following the date of execution of the notice of guaranteed delivery, the ADS rights agent will refund to the ADS rights holder the total deposit amount such holder paid to the ADS rights agent, without interest, after deducting any loss and expenses it incurred from the failed guaranteed delivery.

Exchange of ADS Rights for Share Rights

ADS rights may not be converted into share rights and share rights may not be converted into ADS rights.

Exercise through DTC

ADS rights received through DTC can only be exercised (including applications for excess ADSs) through the applicable function of the DTC system. Payment for new ADSs subscribed must be received by the ADS rights agent via DTC prior to the ADS rights expiration date. Any exercise of ADS rights is irrevocable and may not be cancelled or modified.

Unexercised ADS Rights

If ADS rights are not exercised prior to the ADS rights expiration date, such ADS rights will become void and will have no further value. Accordingly, ADS rights holders will not receive any value or proceeds with respect to unexercised rights.

Sale of ADS Rights

The ADS rights will be admitted for trading on the New York Stock Exchange. If you or your customers wish to sell any ADS rights, you may sell the rights directly at any time on or prior to April 24, 2015 or you may instruct Citibank, N.A., in its capacity as ADS rights agent, at any time on or prior to 5:00 p.m. (New York City time) on April 23, 2015, to sell any such ADS rights via DTC’s applicable system function. The ADS rights agent will charge an ADS rights holder customary fees (up to US$0.02 per ADS right sold), taxes and expenses for selling ADS rights. The proceeds of any ADS rights sold (after deduction of applicable fees, taxes and expenses) will be sent to the holder of such ADS rights after the ADS rights expiration date. The net sale proceeds that an ADS rights holder is entitled to for his/her ADS rights sold will be calculated on the basis of the number of ADS rights sold and the net weighted average sale price per ADS right for all ADS rights sold by the ADS rights agent during the ADS subscription period. Neither the Company nor the ADS rights agent can guarantee the ability of the ADS rights agent to effectuate any such sale or the price at which any ADS rights will be sold.

Questions regarding the issuance of the ADS rights and the offer to subscribe for new ADSs should be directed to the bank and broker helpline at Georgeson Inc., phone number (866) 821-2550 (U.S. toll free).

Certain Restrictions

Each person who exercises, accepts, subscribes for or purchases any of the securities described in the Prospectus must do so in accordance with the restrictions set forth in the section entitled “Notice to Investors” of the Prospectus.

Exhibit 99.6

TATA MOTORS LIMITED

NOTICE OF GUARANTEED DELIVERY

FOR ADS SUBSCRIPTION FORMS

This form, or one substantially equivalent hereto, must be used to exercise subscription rights for Tata Motors Limited American Depositary Shares (the “ADSs” and such subscription rights, the “ADS Rights”) pursuant to the offering described in the Prospectus Supplement, dated March 30, 2015, to the Prospectus, dated March 30, 2015 (collectively, the “Prospectus”), of Tata Motors Limited, a company incorporated under the laws of the Republic of India (the “Company”), if a holder of ADS Rights cannot deliver the ADS subscription form(s) evidencing the ADS Rights (the “ADS Subscription Form(s)”) to the ADS rights agent listed below (the “ADS Rights Agent”) at or prior to 2:15 p.m., New York City time, on April 27, 2015 (the “Expiration Date”).

You may deliver your Notice of Guaranteed Delivery for ADS Subscription Forms to the ADS Rights Agent on or prior to the Expiration Date in the same manner as your ADS Subscription Forms at the address set forth below for the ADS Rights Agent.

Payment of the deposit amount for each ADS subscribed for upon exercise of the ADS Rights (including excess ADSs, if any) must be received by the ADS Rights Agent in the manner specified in “The Rights Offering” in the Prospectus at or prior to 2:15 p.m., New York City time, on the Expiration Date even if the ADS Subscription Form(s) evidencing such ADS Rights is (are) being delivered pursuant to the guaranteed delivery procedures thereof.

Citibank, N.A.


By First-Class Mail:		By Hand Or Overnight Courier:

Citibank, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011		Citibank, N.A. c/o Voluntary Corporate Actions Suite V 250 Royall Street Canton, MA 02021

Delivery of this instrument to an address other than as set forth above does not constitute a valid delivery.

Ladies and Gentlemen:

The undersigned hereby represents that the undersigned is the holder of ADS Subscription Form(s) representing ADS Rights and that such ADS Subscription Form(s) cannot be delivered to the ADS Rights Agent at or before 2:15 p.m., New York City time, on the Expiration Date. Upon the terms and subject to the conditions set forth in the Prospectus, review of which is hereby acknowledged, the undersigned hereby elects to (i) exercise the ADS Rights to subscribe for an aggregate of ADSs (one ADS for each ADS Right represented by such ADS Subscription Form(s)) and (ii) submit an excess application relating to such ADS Rights, to the extent that ADSs that are not otherwise purchased pursuant to the exercise of ADS Rights are available therefor and entitled to be purchased by the undersigned, for an aggregate of up to excess ADSs, subject to availability and proration as described in the Prospectus. Holders of ADS Rights must pay the deposit amount of US$[ ] per new ADS subscribed.

The undersigned understands that payment of the deposit amount for ADSs subscribed for pursuant to the ADS Rights and any excess applications must be received by the ADS Rights Agent at or before 2:15 p.m., New York City time, on the Expiration Date and represents that such payment, in the aggregate amount of $ is being delivered to the ADS Rights Agent herewith by certified check.


Signature(s)
Address
Name(s)
Area Code and Tel. No(s).


ADS Subscription Form No(s). (if available)

GUARANTEE OF DELIVERY

(Not To Be Used For ADS Subscription Form Signature Guarantee)

The undersigned, a financial institution that is a member of the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) or the New York Stock Exchange Inc. Medallion Signature Program (MSP), guarantees that the undersigned will deliver to the ADS Rights Agent the ADS Subscription Form(s) representing the ADS Rights being exercised hereby, with any required signature guarantee and any other required documents, prior to 2:15 p.m., New York City time, on the third NYSE trading day following the date hereof.


	Dated:


(Address)		(Name of Firm)


(Area Code and Telephone Number)		(Authorized Signature)

The institution that completes this form must transmit the guarantee to the ADS Rights Agent at or prior to 2:15 p.m., New York City time, on April 27, 2015 and must deliver the ADS Subscription Form(s) to the ADS Rights Agent prior to 2:15 p.m., New York City time, on the third NYSE trading day following the date hereof. Failure to do so could result in a financial loss to such institution.

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