TTM Tata Motors Ltd

SIGNATURE

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 authorised.

Dated: August 10, 2016

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Item 1

Tata Motors Limited

Bombay House

24, Homi Mody Street,

Mumbai 400 001 Maharashtra India

Re.: 71 ^st Annual General Meeting of the Company for FY 2015-16 held on August 9, 2016

This is to inform you that Annual General Meeting (AGM) of the Company was held on August 9, 2016 at 3:00 p.m. at Birla Matushi Sabhagar, Mumbai.

Enclosed please find the following disclosures:

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Annexure A

TATA MOTORS LIMITED
Date of the AGM/EGM August 9, 2016
Total number of shareholders on record date Ordinary Shareholders : 4,51,238
‘A’ Ordinary Shareholders : 93,099
Total : 5,44,337
No. of shareholders present in the Meeting either in person or in proxy: 444
No. of shareholders attended the Meeting Video Conferencing: NA
Resolution No 1
Resolution required: (Ordinary)(Special) To receive consider and adopt (a) the Audited Standalone Financial Statement of the Company for Financial Year ended March 31, 2016 together with the Reports of the Board of Directors and the Auditors thereon; (b) the Audited Consolidated Financial Statements of the Company for Financial Year ended March 31, 2016 together with the Reports of the Auditors thereon.
Whether promoter/ promoter group are interested in the agenda/resolution? No
Promoter/Public Mode of Voting Total No. of Shares Held Total No. of Votes on Shares Held No. of votes polled % of Votes Polled on outstanding shares No. of Votes - in favour No. of Votes - against % of Votes in favour on votes polled % of Votes against on votes polled
[1] [2] [3] [4]=[(3)/(2)]*100 [5] [6] [7]=[(5)/(3)]*100 [8]=[(6)/(3)]*100
1 Promoter and Promoter Group E-Voting Poll 955,613,051 955,613,051 953,275,355 953,275,355 952,853,512 - 99.96 - 952,853,512 - - - 100.00 - - -
Total 955,613,051 953,275,355 952,853,512 99.96 952,853,512 - 100.00 -
2 Public - Institutional holders E-Voting Poll 1,499,782,628 1,499,782,628 1,118,452,553 1,118,452,553 909,539,211 601,344 81.32 0.05 909,539,211 601,344 - - 100.00 100.00 - -
Total 1,499,782,628 1,118,452,553 910,140,555 81.37 910,140,555 - 100.00 -
3 Public-Others E-Voting Poll 940,284,627 940,284,627 866,323,365 866,323,365 572,305,835 83,898 66.06 0.01 572,198,885 82,281 106,950 1,617 99.98 98.07 0.02 1.93
Total 940,284,627 866,323,365 572,389,733 66.07 572,281,166 108,567 99.98 0.02
Total E-Voting Poll 3,395,680,306 3,395,680,306 2,938,051,273 2,938,051,273 2,434,698,558 685,242 82.87 0.02 2,434,591,608 683,625 106,950 1,617 100.00 99.76 - 0.24
Total 3,395,680,306 2,938,051,273 2,435,383,800 82.89 2,435,275,233 108,567 100.00 -
Resolution No 2
Resolution required: (Ordinary)(Special) To declare a dividend on Ordinary Shares and ‘A’ Ordinary Shares.
Whether promoter/ promoter group are interested in the agenda/resolution? No
Promoter/Public Mode of Voting Total No. of Shares Held Total No. of Votes on Shares Held No. of votes polled % of Votes Polled on outstanding shares No. of Votes - in favour No. of Votes - against % of Votes in favour on votes polled % of Votes against on votes polled
[1] [2] [3] [4]=[(3)/(2)]*100 [5] [6] [7]=[(5)/(3)]*100 [8]=[(6)/(3)]*100
1 Promoter and Promoter Group E-Voting Poll 955,613,051 955,613,051 953,275,355 953,275,355 952,853,512 - 99.96 - 952,853,512 - - - 100.00 - - -
Total 955,613,051 953,275,355 952,853,512 99.96 952,853,512 - 100.00 -
2 Public - Institutional holders E-Voting Poll 1,499,782,628 1,499,782,628 1,118,452,553 1,118,452,553 912,695,952 601,344 81.60 0.05 912,695,952 601,344 - - 100.00 100.00 - -
Total 1,499,782,628 1,118,452,553 913,297,296 81.66 913,297,296 - 100.00 -
3 Public-Others E-Voting Poll 940,284,627 940,284,627 866,323,365 866,323,365 572,497,191 83,898 66.08 0.01 572,410,091 82,281 87,100 1,617 99.98 98.07 0.02 1.93
Total 940,284,627 866,323,365 572,581,089 66.09 572,492,372 88,717 99.98 0.02
Total E-Voting Poll 3,395,680,306 3,395,680,306 2,938,051,273 2,938,051,273 2,438,046,655 685,242 82.98 0.02 2,437,959,555 683,625 87,100 1,617 100.00 99.76 - 0.24
Total 3,395,680,306 2,938,051,273 2,438,731,897 83.01 2,438,643,180 88,717 100.00 -
TATA
TATA MOTORS LIMITED

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Resolution No 3
Resolution required: (Ordinary)(Special) To appoint a Director in place of Mr Ravindra Pisharody (DIN: 01875848), who retires by rotation and being eligible, offers himself for re-appointment.
Whether promoter/ promoter group are interested in the agenda/resolution? No
Promoter/Public Mode of Voting Total No. of Shares Held Total No. of Votes on Shares Held No. of votes polled % of Votes Polled on outstanding shares No. of Votes - in favour No. of Votes - against % of Votes in favour on votes polled % of Votes against on votes polled
[1] [2] [3] [4]=[(3)/(2)]*100 [5] [6] [7]=[(5)/(3)]*100 [8]=[(6)/(3)]*100
1 Promoter and Promoter Group E-Voting Poll 955,613,051 955,613,051 953,275,355 953,275,355 952,853,512 - 99.96 - 952,853,512 - - - 100.00 - - -
Total 955,613,051 953,275,355 952,853,512 99.96 952,853,512 - 100.00 -
2 Public - Institutional holders E-Voting Poll 1,499,782,628 1,499,782,628 1,118,452,553 1,118,452,553 912,695,952 601,344 81.60 0.05 900,794,259 601,344 11,901,693 - 98.70 100.00 1.30 -
Total 1,499,782,628 1,118,452,553 913,297,296 81.66 901,395,603 11,901,693 98.70 1.30
3 Public-Others E-Voting Poll 940,284,627 940,284,627 866,323,365 866,323,365 572,262,699 83,898 66.06 0.01 558,729,505 81,451 13,533,194 2,447 97.64 97.08 2.36 2.92
Total 940,284,627 866,323,365 572,346,597 66.07 558,810,956 13,535,641 97.64 2.36
Total E-Voting Poll 3,395,680,306 3,395,680,306 2,938,051,273 2,938,051,273 2,437,812,163 685,242 82.97 0.02 2,412,377,276 682,795 25,434,887 2,447 98.96 99.64 1.04 0.36
Total 3,395,680,306 2,938,051,273 2,438,497,405 83.00 2,413,060,071 25,437,334 98.96 1.04
Resolution No 4
Resolution required: (Ordinary)(Special) Ratification of Auditor’s Appointment.
Whether promoter/ promoter group are interested in the No
Promoter/Public Mode of Voting Total No. of Shares Held Total No. of Votes on Shares Held No. of votes polled % of Votes Polled on outstanding shares No. of Votes - in favour No. of Votes - against % of Votes in favour on votes polled % of Votes against on votes polled
[1] [2] [3] [4]=[(3)/(2)]*100 [5] [6] [7]=[(5)/(3)1*100 [8]=[(6)/(3)]*100
1 Promoter and Promoter Group E-Voting Poll 955,613,051 955,613,051 953,275,355 953,275,355 952,853,512 - 99.96 - 952,853,512 - - - 100.00 - - -
Total 955,613,051 953,275,355 952,853,512 99.96 952,853,512 - 100.00 -
2 Public - Institutional holders E-Voting Poll 1,499,782,628 1,499,782,628 1,118,452,553 1,118,452,553 894,259,155 601,344 79.96 0.05 856,020,638 601,344 38,238,517 - 95.72 100.00 4.28 -
Total 1,499,782,628 1,118,452,553 894,860,499 80.01 856,621,982 38,238,517 95.73 4.27
3 Public-Others E-Voting Poll 940,284,627 940,284,627 866,323,365 866,323,365 571,827,046 83,898 66.01 0.01 544,739,078 82,281 27,087,968 1,617 95.26 98.07 4.74 1.93
Total 940,284,627 866,323,365 571,910,944 66.02 544,821,359 27,089,585 95.26 4.74
Total E-Voting Poll 3,395,680,306 3,395,680,306 2,938,051,273 2,938,051,273 2,418,939,713 685,242 82.33 0.02 2,353,613,228 683,625 65,326,485 1,617 97.30 99.76 2.70 0.24
Total 3,395,680,306 2,938,051,273 2,419,624,955 82.35 2,354,296,853 65,328,102 97.30 2.70
TATA
TATA MOTORS LIMITED

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Resolution No 5
Resolution required: (Ordinary)(Special) Appointment of Mr Guenter Butschek as a Director.
Whether promoter/ promoter group are interested in the agenda/resolution? No
Promoter/Public Mode of Voting Total No. of Shares Held Total No. of Votes on Shares Held No. of votes polled % of Votes Polled on outstanding shares No. of Votes - in favour No. of Votes - against % of Votes in favour on votes polled % of Votes against on votes polled
[1] [2] [3] [4]=[(3)/(2)]*100 [5] [6] [7]=[(5)/(3)]*100 [8]=[(6)/(3)]*100
1 Promoter and Promoter Group E-Voting Poll 955,613,051 955,613,051 953,275,355 953,275,355 952,853,512 - 99.96 - 952,853,512 - - - 100.00 - - -
Total 955,613,051 953,275,355 952,853,512 99.96 952,853,512 - 100.00 -
2 Public - Institutional holders E-Voting Poll 1,499,782,628 1,499,782,628 1,118,452,553 1,118,452,553 912,695,952 601,344 81.60 0.05 901,297,572 601,344 11,398,380 - 98.75 100.00 1.25 -
Total 1,499,782,628 1,118,452,553 913,297,296 81.66 901,898,916 11,398,380 98.75 1.25
3 Public-Others E-Voting Poll 940,284,627 940,284,627 866,323,365 866,323,365 572,204,290 83,898 66.05 0.01 559,173,360 82,281 13,030,930 1,617 97.72 98.07 2.28 1.93
Total 940,284,627 866,323,365 572,288,188 66.06 559,255,641 13,032,547 97.72 2.28
Total E-Voting Poll 3,395,680,306 3,395,680,306 2,938,051,273 2,938,051,273 2,437,753,754 685,242 82.97 0.02 2,413,324,444 683,625 24,429,310 1,617 99.00 99.76 1.00 0.24
Total 3,395,680,306 2,938,051,273 2,438,438,996 83.00 2,414,008,069 24,430,927 99.00 1.00
Resolution No 6
Resolution required: (Ordinary)(Special) Appointment of Mr Guenter Butschek as the Chief Executive Officer and Managing Director.
Whether promoter/ promoter group are interested in the agenda/resolution? No
Promoter/Public Mode of Voting Total No. of Shares Held Total No. of Votes on Shares Held No. of votes polled % of Votes Polled on outstanding shares No. of Votes - in favour No. of Votes - against % of Votes in favour on votes polled % of Votes against on votes polled
[1] [2] [3] [4]=[(3)/(2)]*100 [5] [6] [7]=[(5)/(3)]*100 [8]=[(6)/(3)]*100
1 Promoter and Promoter Group E-Voting Poll 955,613,051 955,613,051 953,275,355 953,275,355 952,853,512 - 99.96 - 952,853,512 - - - 100.00 - - -
Total 955,613,051 953,275,355 952,853,512 99.96 952,853,512 - 100.00 -
2 Public - Institutional holders E-Voting Poll 1,499,782,628 1,499,782,628 1,118,452,553 1,118,452,553 909,095,144 601,344 81.28 0.05 828,616,812 601,344 80,478,332 - 91.15 100.00 8.85 -
Total 1,499,782,628 1,118,452,553 909,696,488 81.34 829,218,156 80,478,332 91.15 8.85
3 Public-Others E-Voting Poll 940,284,627 940,284,627 866,323,365 866,323,365 619,498,789 83,898 71.51 0.01 608,884,050 82,281 10,614,739 1,617 98.29 98.07 1.71 1.93
Total 940,284,627 866,323,365 619,582,687 71.52 608,966,331 10,616,356 98.29 1.71
Total E-Voting Poll 3,395,680,306 3,395,680,306 2,938,051,273 2,938,051,273 2,481,447,445 685,242 84.46 0.02 2,390,354,374 683,625 91,093,071 1,617 96.33 99.76 3.67 0.24
Total 3,395,680,306 2,938,051,273 2,482,132,687 84.48 2,391,037,999 91,094,688 96.33 3.67
TATA
TATA MOTORS LIMITED

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Resolution No 7
Resolution required: (Ordinary)(Special) Re-appointment of Mr Ravindra Pisharody - Executive Director (Commercial Vehicles) and payment of remuneration.
Whether promoter/ promoter group are interested in the agenda/resolution? No
Promoter/Public Mode of Voting Total No. of Shares Held Total No. of Votes on Shares Held No. of votes polled % of Votes Polled on outstanding shares No. of Votes - in favour No. of Votes - against % of Votes in favour on votes polled % of Votes against on votes polled
[1] [2] [3] [4]=[(3)/(2)]*100 [5] [6] [7]=[(5)/(3)]*100 [8]=[(6)/(3)]*100
1 Promoter and Promoter Group E-Voting 955,613,051 953,275,355 952,853,512 99.96 952,853,512 - 100.00 -
Poll 955,613,051 953,275,355 - - - - - -
Total 955,613,051 953,275,355 952,853,512 99.96 952,853,512 - 100.00 -
2 Public - Institutional holders E-Voting Poll 1,499,782,628 1,499,782,628 1,118,452,553 1,118,452,553 908,281,490 601,344 81.21 0.05 896,034,737 601,344 12,246,753 - 98.65 100.00 1.35 -
Total 1,499,782,628 1,118,452,553 908,882,834 81.26 896,636,081 12,246,753 98.65 1.35
3 Public-Others E-Voting Poll 940,284,627 940,284,627 866,323,365 866,323,365 619,533,819 83,898 71.51 0.01 608,934,855 81,451 10,598,964 2,447 98.29 97.08 1.71 2.92
Total 940,284,627 866,323,365 619,617,717 71.52 609,016,306 10,601,411 98.29 1.71
Total E-Voting Poll 3,395,680,306 3,395,680,306 2,938,051,273 2,938,051,273 2,480,668,821 685,242 84.43 0.02 2,457,823,104 682,795 22,845,717 2,447 99.08 99.64 0.92 0.36
Total 3,395,680,306 2,938,051,273 2,481,354,063 84.46 2,458,505,899 22,848,164 99.08 0.92
Resolution No 8
Resolution required: (Ordinary)(Special) Re-appointment of Mr Satish Borwankar - Executive Director (Quality) and payment of remuneration.
Whether promoter/ promoter group are interested in the No
Promoter/Public Mode of Voting Total No. of Shares Held Total No. of Votes on Shares Held No. of votes polled % of Votes Polled on outstanding shares No. of Votes - in favour No. of Votes - against % of Votes in favour on votes polled % of Votes against on votes polled
[1] [2] [3] [4]=[(3)/(2)]*100 [5] [6] [7]=[(5)/(3)]*100 [8]=[(6)/(3)]*100
1 Promoter and Promoter Group E-Voting Poll 955,613,051 955,613,051 953,275,355 953,275,355 952,853,512 - 99.96 - 952,853,512 - - - 100.00 - - -
Total 955,613,051 953,275,355 952,853,512 99.96 952,853,512 - 100.00 -
2 Public - Institutional holders E-Voting Poll 1,499,782,628 1,499,782,628 1,118,452,553 1,118,452,553 908,600,338 601,344 81.24 0.05 898,791,296 601,344 9,809,042 - 98.92 100.00 1.08 -
Total 1,499,782,628 1,118,452,553 909,201,682 81.29 899,392,640 9,809,042 98.92 1.08
3 Public-Others E-Voting Poll 940,284,627 940,284,627 866,323,365 866,323,365 572,258,992 83,898 66.06 0.01 562,199,934 81,751 10,059,058 2,147 98.24 97.44 1.76 2.56
Total 940,284,627 866,323,365 572,342,890 66.07 562,281,685 10,061,205 98.24 1.76
Total E-Voting Poll 3,395,680,306 3,395,680,306 2,938,051,273 2,938,051,273 2,433,712,842 685,242 82.83 0.02 2,413,844,742 683,095 19,868,100 2,147 99.18 99.69 0.82 0.31
Total 3,395,680,306 2,938,051,273 2,434,398,084 82.86 2,414,527,837 19,870,247 99.18 0.82
TATA
TATA MOTORS LIMITED

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Resolution No 9
Resolution required: (Ordinary)(Special) Payment of remuneration to the Cost Auditor.
Whether promoter/ promoter group are interested in the agenda/resolution? No
Promoter/Public Mode of Voting Total No. of Shares Held Total No. of Votes on Shares Held No. of votes polled % of Votes Polled on outstanding shares No. of Votes - in favour No. of Votes - against % of Votes in favour on votes polled % of Votes against on votes polled
[1] [2] [3] [4]=[(3)/(2)] *100 [5] [6] [7]=[(5)/( 3)]*100 [8] = [(6)/(3)]*100
1 Promoter and Promoter Group E-Voting Poll 955,613,051 955,613,051 953,275,355 953,275,355 952,853,512 - 99.96 - 952,853,512 - - - 100.00 - - -
Total 955,613,051 953,275,355 952,853,512 99.96 952,853,512 - 100.00 -
2 Public - Institutional holders E-Voting Poll 1,499,782,628 1,499,782,628 1,118,452,553 1,118,452,553 912,695,952 601,344 81.60 0.05 910,640,343 601,344 2,055,609 - 99.77 100.00 0.23 -
Total 1,499,782,628 1,118,452,553 913,297,296 81.66 911,241,687 2,055,609 99.77 0.23
3 Public-Others E-Voting Poll 940,284,627 940,284,627 866,323,365 866,323,365 572,259,389 83,898 66.06 0.01 572,054,538 81,751 204,851 2,147 99.96 97.44 0.04 2.56
Total 940,284,627 866,323,365 572,343,287 66.07 572,136,289 206,998 99.96 0.04
Total E-Voting Poll 3,395,680,306 3,395,680,306 2,938,051,273 2,938,051,273 2,437,808,853 685,242 82.97 0.02 2,435,548,393 683,095 2,260,460 2,147 99.91 99.69 0.09 0.31
Total 3,395,680,306 2,938,051,273 2,438,494,095 83.00 2,436,231,488 2,262,607 99.91 0.09
Resolution No 10
Resolution required: (Ordinary)(Special) Offer or invite for subscription of Non-Convertible Debentures on private placement basis.
Whether promoter/ promoter group are interested in the No
Promoter/Public Mode of Voting Total No. of Shares Held Total No. of Votes on Shares Held No. of votes polled % of Votes Polled on outstanding shares No. of Votes - in favour No. of Votes - against % of Votes in favour on votes polled % of Votes against on votes polled
[1] [2] [3] [4] = [(3)/(2)] *100 [5] [6] [7]=[(5)/( 3)]*100 [8]=[(6)/( 3)1*100
1 Promoter and Promoter Group E-Voting Poll 955,613,051 955,613,051 953,275,355 953,275,355 952,853,512 - 99.96 - 952,853,512 - - - 100.00 - - -
Total 955,613,051 953,275,355 952,853,512 99.96 952,853,512 - 100.00 -
2 Public - Institutional holders E-Voting Poll 1,499,782,628 1,499,782,628 1,118,452,553 1,118,452,553 912,695,952 601,344 81.60 0.05 912,689,328 601,344 6,624 - 100.00 100.00 - -
Total 1,499,782,628 1,118,452,553 913,297,296 81.66 913,290,672 6,624 100.00 -
3 Public-Others E-Voting Poll 940,284,627 940,284,627 866,323,365 866,323,365 571,832,614 83,898 66.01 0.01 571,113,000 78,677 719,614 5,221 99.87 93.78 0.13 6.22
Total 940,284,627 866,323,365 571,916,512 66.02 571,191,677 724,835 99.87 0.13
Total E-Voting Poll 3,395,680,306 3,395,680,306 2,938,051,273 2,938,051,273 2,437,382,078 685,242 82.96 0.02 2,436,655,840 680,021 726,238 5,221 99.97 99.24 0.03 0.76
Total 3,395,680,306 2,938,051,273 2,438,067,320 82.98 2,437,335,861 731,459 99.97 0.03
TATA MOTORS LIMITED

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Annexure B

PARIKH & ASSOCIATES
COMPANY SECRETARIES Office: 111, 11th Floor, Sai-Dwar CHS Ltd, Sab TV Lane, Opp Laxmi Industrial Estate Off Link Road, Above Shabari Restaurant, Andheri (W), Mumbai : 400 053 Tel. : 26301232 / 26301233 / 26301240 Email: cs@parikhassociates.com parikh.associates@rediffmail.com
To,
The Chairman
Tata Motors Limited
Bombay House,
24 Homi Mody Street,
Mumbai - 400001
Dear Sir,
Sub: Consolidated Scrutinizer’s Report on remote e-voting conducted pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by Companies (Management and Administration) Amendment Rules, 2015 and voting by electronic ballot system at the Annual General Meeting of Tata Motors Limited held on Tuesday, August 09, 2016 at 3.00 p.m.
I, P. N. Parikh, of M/s. Parikh & Associates, Practicing Company Secretaries, had been appointed as the Scrutinizer by the Board of Directors of Tata Motors Limited, pursuant to Section 108 of the Companies Act, 2013 (“the Act”) read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, to conduct the remote e-voting process in respect of the below mentioned resolutions passed at the 71st Annual General Meeting (AGM) of Tata Motors Limited held on Tuesday, August 09, 2016 at 3.00 p.m.
I was also appointed as Scrutinizer to scrutinize the voting by electronic ballot system at the said AGM held on August 09, 2016.
The Notice dated May 30, 2016 along with statement setting out material facts under Section 102 of the Act were sent to the Shareholders in respect of the below mentioned resolutions passed at the AGM of the Company.
The Company had availed the remote e-voting facility offered by Central Depository Services Limited (CDSL) for conducting e-voting by the Shareholders of the Company.
The Company had also provided voting facility to the shareholders present at the AGM and who had not cast their vote earlier by remote e-voting. The shareholders of the company holding shares as on the “cut-off” date of August 02, 2016 were entitled to vote on the resolutions as contained in the Notice of the AGM.
The voting period for remote e-voting commenced on Thursday, August 04, 2016 at 09:00 a.m. (IST) and ended on Monday, August 08, 2016 at 05:00 p.m. (IST) and the CDSL e-voting platform was blocked thereafter.PARIKH & ASSOCIATES
COMPANY SECRETARIES
MUMBAI

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Continuation Sheet
After the closure of the voting at the AGM, the report on voting done at the meeting was generated in my presence and the same was diligently scrutinized.
The votes cast under remote e-voting facility were thereafter unblocked in the presence of two witnesses who were not in the employment of the Company and after the conclusion of the voting at the AGM the votes cast there under were counted.
I have scrutinized and reviewed the remote e-voting and votes tendered therein based on the data downloaded from the Central Depository Services Limited (CDSL) e-voting system and voting by electronic ballot system at the AGM.
I now submit my consolidated Report as under on the result of the remote e-voting and voting by electronic ballot system at the AGM in respect of the said Resolutions.
Resolution 1: Ordinary Resolution
To receive, consider and adopt:
a. the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2016 together with the Reports of the Board of Directors and the Auditors thereon; and
b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2016 together with the Reports of the Auditors thereon
(i) Voted in favour of the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 1,212 2,40,58,71,460 —
AOS* 465 2,94,03,773 —
Total 1,677 2,43,52,75,233 100.00(Rounded Off)
(ii) Voted against the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 7 1,08,565 —
AOS* 2 2 —
Total 9 1,08,567 0.00
(iii) Invalid votes:
Number of members voted Number of invalid votes cast by them
OS - -
AOS* - -
Total - -
PARIKH & ASSOCIATES
COMPANY SECRETARIES
MUMBAI

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Continuation Sheet
Resolution 2: Ordinary Resolution
To declare a dividend on Ordinary Shares and ‘A’ Ordinary Shares.
(i) Voted in favour of the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 1,215 2,40,92,21,133 —
AOS* 470 2,94,22,047 -
Total 1,685 2,43,86,43,180 100.00(Rounded Off)
(ii) Voted against the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 8 88,715 -
AOS* 2 2 -
Total 10 88,717 0.00
(iii) Invalid votes:
Number of members voted Number of invalid votes cast by them
OS - -
AOS* - -
Total - -
PARIKH & ASSOCIATES
COMPANY SECRETARIES
MUMBAI

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Continuation Sheet
Resolution 3: Ordinary Resolution
To appoint a Director in place of Mr. Ravindra Pisharody (DIN: 01875848), who retires by rotation and, being eligible, offers himself for re-appointment.
(i) Voted in favour of the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 1,195 2,38,38,26,730 -
AOS* 465 2,92,33,341 -
Total 1,660 2,41,30,60,071 98.96
(ii) Voted against the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 26 2,52,48,636 -
AOS* 6 1,88,698 -
Total 32 2,54,37,334 1.04
(iii) Invalid votes:
Number of members Number of invalid
voted votes cast by them
OS - -
AOS* - -
Total - -
PARIKH & ASSOCIATES
COMPANY SECRETARIES
MUMBAI

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Continuation Sheet
Resolution 4: Ordinary Resolution Ratification of Auditor’s Appointment
(i) Voted in favour of the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 1,080 2,32,57,44,449 -
AOS* 435 2,85,52,404 -
Total 1,515 2,35,42,96,853 97.30
(ii) Voted against the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 87 6,45,13,670 -
AOS* 32 8,14,432 -
Total 119 6,53,28,102 2.70
(iii) Invalid votes:
Number of members voted Number of invalid votes cast by them
OS - -
AOS* - -
Total - -
PARIKH & ASSOCIATES
COMPANY SECRETARIES
MUMBAI

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Continuation Sheet
Resolution 5: Ordinary Resolution
Appointment of Mr. Guenter Butschek (DIN: 07427375) as a Director.
(i) Voted in favour of the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 1,190 2,38,48,30,744 -
AOS* 459 2,91,77,325 -
Total 1,649 2,41,40,08,069 99.00
(ii) Voted against the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 30 2,41,86,213 -
AOS* 12 2,44,714 -
Total 42 2,44,30,927 1.00
(iii) Invalid votes:
Number of members voted Number of invalid votes cast by them
OS - -
AOS* - -
Total - -
PARIKH & ASSOCIATES
COMPANY SECRETARIES
MUMBAI

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Continuation Sheet
Resolution 6: Special Resolution
Appointment of Mr. Guenter Butschek (DIN: 07427375) as Chief Executive Officer and Managing Director.
(i) Voted in favour of the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 1,170 2,36,48,28,884 -
AOS* 450 2,62,09,115 -
Total 1,620 2,39,10,37,999 96.33
(ii) Voted against the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 40 8,81,51,309 -
AOS* 15 29,43,379 -
Total 55 9,10,94,688 3.67
(iii) Invalid votes:
Number of members voted Number of invalid votes cast by them
OS - -
AOS* - -
Total - -
PARIKH & ASSOCIATES
COMPANY SECRETARIES
MUMBAI

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Continuation Sheet
Resolution 7: Special Resolution
Re-appointment of Mr. Ravindra Pisharody (DIN: 01875848) - Executive Director (Commercial Vehicles), and payment of remuneration.
(i) Voted in favour of the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 1,173 2,42,96,66,667 -
AOS* 458 2,88,39,232 -
Total 1,631 2,45,85,05,899 99.08
(ii) Voted against the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 33 2,25,34,902 -
AOS* 7 3,13,262 -
Total 40 2,28,48,164 0.92
(iii) Invalid votes:
Number of members voted Number of invalid votes cast by them
OS - -
AOS* - -
Total - -
PARIKH & ASSOCIATES
COMPANY SECRETARIES
MUMBAI

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Continuation Sheet
Resolution 8: Special Resolution
Re-appointment of Mr. Satish Borwankar (DIN: 01793948) - Executive Director (Quality) and payment of remuneration.
(i) Voted in favour of the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 1,175 2,38,56,88,605 -
AOS* 458 2,88,39,232 -
Total 1,633 2,41,45,27,837 99.18
(ii) Voted against the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 1,175 2,38,56,88,605 -
AOS* 458 2,88,39,232 -
Total 1,633 2,41,45,27,837 99.18
(iii) Invalid votes:
Number of members Number of invalid
voted votes cast by them
OS - -
AOS* - -
Total - -
PARIKH & ASSOCIATES
COMPANY SECRETARIES
MUMBAI

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Continuation Sheet
Resolution 9: Ordinary Resolution Payment of remuneration to Cost Auditors.
(i) Voted in favour of the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 1,202 2,40,68,09,451 -
AOS* 469 2,94,22,037 -
Total 1,671 2,43,62,31,488 99.91
(ii) Voted against the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 20 22,62,605 -
AOS* 2 2 -
Total 22 22,62,607 0.09
(iii) Invalid votes:
Number of members voted Number of invalid votes cast by them
OS - -
AOS* - -
Total - -
PARIKH & ASSOCIATES
COMPANY SECRETARIES
MUMBAI

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Continuation Sheet
Resolution 10: Special Resolution
Offer or invite for Subscription of Non-Convertible Debentures on private placement basis
(i) Voted in favour of the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 1,200 2,40,79,13,824 -
AOS* 469 2,94,22,037 -
Total 1,669 2,43,73,35,861 99.97
(ii) Voted against the resolution:
Number of members voted Number of valid votes cast by them % of total number of valid votes cast
OS 22 7,31,457 -
AOS* 2 2 -
Total 24 7,31,459 0.03
(iii) Invalid votes:
Number of members voted Number of invalid votes cast by them
OS - -
AOS* - -
Total - -
*Each ‘A’ Ordinary shareholder is entitled to one vote for every ten ‘A’ Ordinary shares held.
Shareholders who have split their votes into “Assent” as well as “Dissent”, while their votes are taken as cast, they have been counted only once for the purpose of thier presence, which has been mentioned under the head “Assent”.
Thanking you, Yours faithfully,
P. N. Parikh
Parikh & Associates
Practising Company Secretaries
FCS: 327 CP No.: 1228
111,11th Floor, Sai Dwar CHS Ltd
Sab TV Lane, Opp. Laxmi Indl. Estate,
Off Link Road, Above Shaabari Restaurant,
Andheri West, Mumbai - 400053
Place: Mumbai
Dated: August 10, 2016
PARIKH & ASSOCIATES
COMPANY SECRETARIES
MUMBAI

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Annexure C

TATA
Summary of proceedings of the 71st Annual General Meeting
The 71st Annual General Meeting (AGM) of the Members of Tata Motors Limited (the Company) was held on Tuesday, August 9, 2016 at 3:00 p.m. at Birla Matushi Sabhagar, Mumbai.
Mr Cyrus Mistry chaired the Meeting. The requisite quorum being present, the Chairman called the meeting to order. All the Directors attended the Meeting. The Chairman delivered his speech followed by a presentation made by Group Chief Financial Officer and the para on ‘Matter of Emphasis’ in the Auditors’ Report on the Consolidated Financial Statements was read by the Company Secretary.
The following resolutions set out in the Notice convening the AGM were proposed and seconded by Members:
Item No. Details of the Agenda Resolution required
1 To receive, consider and adopt: (a) the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2016 together with the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the Financial year ended March 31, 2016 together with the Report of Auditors thereon Ordinary
2 To declare a dividend on Ordinary Shares and ‘A’ Ordinary Shares Ordinary
3 To appoint a Director in place of Mr Ravindra Pisharody (DIN:01875848), who retires by rotation and being eligible, offers himself for re-appointment Ordinary
4 Ratification of Auditors’ Appointment Ordinary
5 Appointment of Mr Guenter Butschek as a Director Ordinary
6 Appointment of Mr Guenter Butschek as the Chief Executive Officer and Managing Director Special
7 Re-appointment of Mr Ravindra Pisharody – Executive Director (Commercial Vehicles) and payment of remuneration Special
8 Re-appointment of Mr Satish Borwankar – Executive Director (Quality) and payment of remuneration Special
9 Payment of Remuneration to the Cost Auditor Ordinary
10 Offer or invite for Subscription of Non-Convertible Debentures on private placement basis Special
The Chairman informed that Mr P N Parikh of M/s Parikh & Associates, Practicing Company Secretaries (Membership No. FCS327) was the Scrutinizer appointed by the Board to supervise the remote e-voting and electronic ballot at AGM
Chairman informed the Members that the facility of remote e-voting for the Members was made available till August 8, 2016 and that the facility for electronic ballot had been provided at the AGM venue. The Chairman requested the Members who were present at the AGM and had not cast their votes by remote e-voting could now cast their vote at the Meeting.
The Chairman then invited the Members to express their views, give suggestions and make enquiries on the operations and financial performance of the Company and related matters. The Chairman responded to all the queries raised by Members.
The Chairman thanked the Members for attending and participating in the Meeting and requested the Members to continue voting. The Chairman authorized the Company Secretary to declare the results of voting.
The Scrutinizer’s Report was received on August 10, 2016 and as set out therein all the said resolutions were declared passed with the requisite majority.
Yours faithfully,
Tata Motors Limited
H K Sethna
Company Secretary

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About Tata Motors

Tata Motors Limited is India’s largest automobile company, with consolidated revenues of INR 2,75,561 crores (USD 41.6 billion) in 2015-16. Through subsidiaries and associate companies, Tata Motors has operations in the UK, South Korea, Thailand, South Africa and Indonesia. Among them is Jaguar Land Rover, the business comprising the two iconic British brands. It also has an industrial joint venture with Fiat in India. With over 9 million Tata vehicles plying in India, Tata Motors is the country’s market leader in commercial vehicles and among the top in passenger vehicles. Tata cars, buses and trucks are being marketed in several countries in Europe, Africa, the Middle East, South Asia, South East Asia, South America, Australia, CIS and Russia.

(www.tatamotors.com ; also follow us on Twitter: https://twitter.com/TataMotors)

Safe Harbor:   Statements included herein may constitute “forward-looking statements”. Forward-looking statements are based on expectations, forecasts and assumptions by management and involve risks, uncertainties, and other factors that may cause our actual results, performance or achievements to materially differ from those stated. We cannot be certain that any expectation, forecast or assumption made by management in preparing these forward-looking statements will prove accurate, or that any projection will be realized. More detailed information about these and other factors that could affect future results is contained in our annual reports and filings with the Securities and Exchange Commission. Our forward-looking statements pertain to the date of their initial issuance, and we do not undertake to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.