20F-2008.pdf - \u02c6150HBSSYYJDM4Q6c\u0160 150HBSSYYJDM4Q6 TATA MOTORS FORM 20-F RR Donnelley ProFile ACWIN-CTXP78 10.0.20 MWRvadip0dc HKG 29-Sep-2008 17:35

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Unformatted text preview: ˆ150HBSSYYJDM4Q6cŠ 150HBSSYYJDM4Q6 TATA MOTORS FORM 20-F RR Donnelley ProFile ACWIN-CTXP78 10.0.20 MWRvadip0dc HKG 29-Sep-2008 17:35 EST g95p64 18502 FS 1 5* HTM ESS 0C Page 1 of 2 As filed with the Securities and Exchange Commission on September 30, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ⌧ OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2008 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number: 001-32294 TATA MOTORS LIMITED (Exact name of Registrant as specified in its charter) Not applicable (Translation of Registrant’s name into English) Republic of India Bombay House 24, Homi Mody Street Mumbai 400 001, India (Jurisdiction of incorporation or organization) (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Ordinary Shares, par value Rs.10 per share * The New York Stock Exchange, Inc ˆ150HBSSYYJDM4Q6cŠ 150HBSSYYJDM4Q6 TATA MOTORS FORM 20-F RR Donnelley ProFile ACWIN-CTXP78 10.0.20 MWRvadip0dc HKG 29-Sep-2008 17:35 EST 18502 FS 1 5* HTM ESS 0C Page 2 of 2 g95p64 Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. - 385,503,954 Ordinary Shares, including 48,912,955 Ordinary Shares represented by 48,912,955 American Depositary Shares outstanding as of March 31, 2008. ⌧  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Yes No Act.  ⌧ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ⌧  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ⌧ Accelerated filer  Non-accelerated filer  Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing. ⌧ U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board Other  Indicate by check mark which financial statement item the registrant has elected to follow: Item 17    Item 18 ⌧ ⌧ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Yes No Act). * Not for trading, but only in connection with listed American Depositary Shares, each representing one share of common stock. ˆ150HBSSYWG0PGC6|Š 150HBSSYWG0PGC6 TATA MOTORS FORM 20-F RR Donnelley ProFile ACWIN-CTXP81 10.0.20 MWRarumn0dc HKG 29-Sep-2008 09:52 EST 18502 ROM 1 4* HTM ESS 0C Page 1 of 1 In this annual report • References to “we”, “our” and “us” are to Tata Motors Limited and its consolidated subsidiaries, except as the context otherwise requires; • References to “dollar”, and “US$” are to the lawful currency of the United States of America, and references to “rupees” and “Rs.” are to the lawful currency of India; • References to “US GAAP” are to accounting principles generally accepted in the United States, and references to “Indian GAAP” are to accounting principles generally accepted in India; • References to an “ADS” are to an American Depositary Share, each of which represents one of our Ordinary Shares of Rs. 10/each, and references to an “ADR” are to an American Depositary Receipt evidencing one or more ADSs; • References to light commercial vehicles, or LCVs, medium commercial vehicles, or MCVs, and heavy commercial vehicles, or HCVs, refer to vehicles that have gross vehicle weight, or GVW, of up to 7.5 metric tonnes, between 7.5 and 16.2 metric tonnes, and over 16.2 metric tonnes, respectively; • References to passenger cars refer to vehicles that have a seating capacity of up to six persons, excluding the driver, and is further classified into the following market segments: mini-cars – which have a length of up to 3,400 mm; compact cars – which have a length between 3,401mm and 4,000mm; mid-size cars – which have length of between 4,001mm and 4,500mm; executive cars – which have a length between 4,501mm and 4,700mm; and premium all-terrain vehicles and luxury performance cars – which have a length between 4,701 and 5,000mm, and above 5,001mm, respectively. • References to utility vehicles, or UVs, and multi-purpose vehicles, or MPVs, refer to vehicles that have a seating capacity of seven to twelve persons, excluding the driver, and van-type vehicles that have a seating capacity of seven to twelve persons, excluding the driver, respectively. • Unless otherwise stated, comparative and empirical industry data in this annual report have been derived from published reports of the Society of Indian Automobile Manufacturers, or SIAM; • References to a particular “fiscal” year, such as “fiscal 2008”, are to our fiscal year ended on March 31 of that year; • Figures in tables may not add up to totals due to rounding; • “Millimeters” or “mm” are equal to 1/1000 of a meter. A meter is equal to approximately 39.37 inches and a millimeter is equal to approximately 0.039 inch; and • “Kilograms” or “kg” are each equal to approximately 2.2 pounds, and “metric tonnes” are equal to 1,000 kilograms or approximately 2,200 pounds. • “Litres” are equivalent to 61.02 cubic inches of volume, or approximately 1.057 U.S. quarts of liquid measure. • “Revenues” refers to Total Revenue net of excise duty unless stated otherwise. Special Note Regarding Forward-looking Statements All statements contained in this annual report that are not statements of historical fact constitute “forward-looking statements”. Generally, these statements can be identified by the use of forward-looking terms such as “anticipate”, “believe”, “can”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “seek”, “will” and “would” or similar words. However, these words are not the exclusive means of identifying forward-looking statements. All statements regarding our expected financial condition and results of operations, business, plans and prospects are forward-looking statements. These forward-looking statements include statements as to our business strategy, our revenue and profitability, planned projects and other matters discussed in this annual report regarding matters that are not historical fact. These forward-looking statements and any other projections contained in this annual report (whether made by us or any third party) involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements or other projections. Although we are a reporting company and will have ongoing disclosure obligations under U.S. federal securities laws, we are not undertaking to publicly update or revise any statements in this annual report, whether as a result of new information, future events or otherwise. i ˆ150HBSSYMD9DHJ6FŠ 150HBSSYMD9DHJ6 TATA MOTORS FORM 20-F RR Donnelley ProFile MWRPRFRS7 10.0.20 MWRpf_rend HKG 25-Sep-2008 19:48 EST 18502 ROM 2 2* HTM ESS 0C Page 1 of 1 The risks and factors that could cause our actual results, performances and achievements to be materially different from the forward-looking statements set out in Item 3.D and elsewhere in this annual report include, among others: • general political, social and economic conditions, and the competitive environment in India and other markets in which we operate and sell our products; • fluctuations in the currency exchange rate of the rupee to the dollar and other currencies; • accidents and natural disasters; • terms on which we finance our working capital and capital and product development expenditures and investment requirements; • implementation of new projects, including mergers and acquisitions, planned by management; • contractual arrangements with suppliers; • government policies including those specifically regarding the automotive industry, including industrial licensing, environmental regulations, safety regulations, import restrictions and duties, excise duties, sales taxes, value added taxes, product range restrictions, diesel and gasoline prices and road network enhancement projects; • significant movements in the prices of key inputs such as steel, aluminum, rubber and plastics; and • other factors beyond our control. ii ˆ150HBSSYX=SYM36GŠ 150HBSSYX=SYM36 TATA MOTORS FORM 20-F RR Donnelley ProFile NYCFBUAC351228 10.0.20 MWRsawyp0nd HKG 29-Sep-2008 15:51 EST 18502 ROM 3 8* HTM ESS 0C Page 1 of 1 TABLE OF CONTENTS Part I Item 1. Item 2. Item 3. A. B. C. D. Item 4. A. B. C. D. Item 4A. Item 5. A. B. C. D. E. F. Item 6. A. B. C. D. E. Item 7. A. B. C. Item 8. A. B. Item 9. A. B. C. D. E. F. Item 10. A. B. C. D. E. F. G. H. I. Identity of Directors, Senior Management and Advisers. Offer Statistics and Expected Timetable. Key Information. Selected Financial Data. Capitalization and Indebtedness. Reasons for the Offer and Use of Proceeds. Risk Factors Information on the Company. History and Development of the Company. Business Overview Organizational Structure. Property, Plants and Equipment. Unresolved Staff Comments Operating and Financial Review and Prospects Operating Results. Liquidity and Capital Resources. Research and Development, Patents and Licenses, etc. Trend Information. Off-balance Sheet Arrangements Tabular Disclosure of Contractual Obligations Directors, Senior Management and Employees. Directors and Senior Management. Compensation. Board Practices. Employees. Share Ownership. Major Shareholders and Related Party Transactions. Major Shareholders Related Party Transactions. Business Relationships Interests of Experts and Counsel. Financial Information. Consolidated Statements and Other Financial Information. Financial Statements. Significant Changes The Offer and Listing Offer and Listing Details. Plan of Distribution. Markets Selling shareholders. Dilution. Expenses of the issue. Additional Information. Share Capital Memorandum and Articles of Association Material Contracts Exchange Controls. Taxation. Dividends and Paying Agents Statement by Experts Documents on Display. Subsidiary Information iii 1 1 1 1 2 3 3 3 11 11 13 24 26 29 29 29 40 49 49 49 50 50 50 53 54 56 57 57 57 58 59 59 59 59 59 59 60 60 61 61 61 61 61 61 66 66 70 73 74 74 74 ˆ150HBSSYSP0MS36JŠ 150HBSSYSP0MS36 TATA MOTORS FORM 20-F Item 11. Item 12. Part II Item 13. Item 14. Item 15. Item 16.A. Item 16B. Item 16C. Item 16D. Item 16E. Part III Item 17. Item 18. Item 19. RR Donnelley ProFile SERFBU-MWS-CX01 10.0.20 MWRmurub0dc HKG 27-Sep-2008 09:37 EST Quantitative and Qualitative Disclosures about Market Risk Description of Securities Other than Equity Securities. 18502 ROM 4 4* HTM ESS 0C Page 1 of 1 Defaults, Dividend Arrearages and Delinquencies. Material Modifications to the Rights of Security Holders and Use of Proceeds. Controls and Procedures Audit Committee Financial Expert. Code of Ethics. Principal Accountant Fees and Services Exemptions from the Listing Standards for Audit Committees. Purchases of Equity Securities by the Issuer and Affiliated Purchasers. 74 75 75 75 76 76 76 76 77 77 78 Financial Statements. Financial Statements. EXHIBITS 78 78 78 iv ˆ150HBSSYMDFSWQ6DŠ 150HBSSYMDFSWQ6 TATA MOTORS FORM 20-F RR Donnelley ProFile MWRPRFRS11 10.0.20 MWRpf_rend HKG 25-Sep-2008 19:48 EST 18502 TX 1 2* HTM ESS 0C Page 1 of 1 PART I Item 1. Identity of Directors, Senior Management and Advisers. Not applicable. Item 2. Offer Statistics and Expected Timetable. Not applicable. Item 3. Key Information. A. Selected Financial Data. The following table sets forth selected financial data including selected historical financial information as of and for each of the fiscal years ended March 31, 2004, 2005, 2006, 2007 and 2008 in accordance with accounting principles generally accepted in the United States, or US GAAP. The selected US GAAP consolidated financial data as of March 31, 2007 and 2008 and for each of the fiscal years ended March 31, 2006, 2007 and 2008 are derived from our audited US GAAP consolidated financial statements included in this annual report together with the report of Deloitte Haskins & Sells, independent auditors, who have reported that they carried out their audit in accordance with standards of the Public Company Accounting Oversight Board (United States). The selected US GAAP consolidated financial data as of March 31, 2004, 2005 and 2006 and for the fiscal years ended March 31, 2004 and 2005 are derived from our audited US GAAP consolidated financial statements not included in this annual report. You should read our selected financial data in conjunction with Item 5 “— Operating and Financial Review and Prospects”. 1 ˆ150HBSSYSPH=2S6>Š 150HBSSYSPH=2S6 TATA MOTORS FORM 20-F ACWIN-CTXP79 10.0.20 RR Donnelley ProFile MWRnedur0dc HKG 27-Sep-2008 09:46 EST 18502 TX 2 3* HTM ESS 0C Page 1 of 1 Selected Financial Data Prepared in Accordance with US GAAP 2004 Gross Sales Less: Excise Duty Net Sales Finance revenues Total revenues Cost of sales Operating Expenses Selling, general and administrative Research and development Employee separation compensation Total operating expenses Operating income 162,176.6 23,883.2 138,293.4 1,402.3 139,695.7 108,159.6 Weighted average equity shares outstanding: Basic Diluted Earnings per share: Basic Diluted Cash dividend per Equity Share 20,144.9 2,532.4 11.5 22,688.8 18,791.5 — Income before equity in affiliates, minority interest and income taxes Income tax expense Minority interest, net of tax Equity in net income of affiliates, net of tax Net Income Rs. Rs. Rs. — — 1,773.2 349.6 (2,684.3) — 1,821.6 761.6 (2,993.3) (561.5) (410.1) 14,029.4 (5,264.0) (228.9) 18,381.4 (5,099.9) (365.7) 363.4 8,899.9 328,306,904 363,123,828 27.1 25.3 8.0 2008 (in Rs. millions, except share and per share amounts) 228,549.4 272,350.8 370,709.1 31,771.0 35,465.0 46,227.9 196,778.4 236,885.8 324,481.2 1,608.6 3,728.7 7,043.4 198,387.0 240,614.5 331,524.6 156,906.7 189,318.7 263,449.7 15,276.9 1,282.0 386.3 16,945.2 14,590.9 Non-operating (expense) income Gain on shares issued by subsidiary Gain on sale of equity interest in a subsidiary Other non-operating income, net Interest income Interest expense Total non-operating (expense) income For the year ended March 31, 2006 2007 2005 Rs. Rs. Rs. 400,144.0 47,356.0 352,788.0 12,442.6 365,230.6 287,895.6 2008 (In US $ millions, except Share and per share amounts) 9,998.6 1,183.3 8,815.3 310.9 9,126.2 7,193.8 26,586.2 4,663.0 4.2 31,253.4 20,042.4 35,623.3 6,018.1 2.6 41,644.0 26,430.9 43,731.4 9,906.4 3.1 53,640.9 23,694.1 1,092.7 247.5 0.1 1,340.3 592.1 86.5 30.4 70.9 1.8 1,532.1 1,882.6 662.8 (3,717.8) — 4,745.4 598.3 (5,413.8) 1,254.7 5,104.7 1,690.8 (10,507.2) 31.4 127.6 42.2 (262.5) (39.7) (2,386.1) (59.5) 20,488.6 (5,618.3) (331.1) 26,391.2 (8,113.0) (718.5) 21,308.0 (5,898.8) (1,148.1) 532.6 (147.4) (28.7) 340.4 13,256.2 471.4 15,010.6 551.9 18,111.6 (55.2) 14,205.9 (1.4) 355.1 359,837,353 388,849,716 373,268,040 399,310,236 384,544,205 407,166,995 446.2 36.8 34.9 4.0 Rs. Rs. Rs. 2004 40.2 38.7 12.5 2005 Rs. Rs. Rs. 47.1 45.4 13.0 385,438,663 407,167,207 Rs. Rs. Rs. As of March 31, 2006 2007 36.9 35.8 15.0 2008 (in Rs. millions, except number of shares) Balance Sheet Data Total Assets Long term debt, net of current portion Total shareholders’ equity Number of Equity shares outstanding 113,875.4 10,804.1 37,377.6 352,958,130 2 159,245.4 25,632.7 56,409.2 361,751,751 202,158.2 27,203.3 81,015.8 382,834,131 271,015.4 40,235.1 91,368.9 385,373,885 369,279.3 58,792.8 105,264.1 385,503,954 385,438,663 407,167,207 US $ US $ US $ 0.9 0.9 0.4 2008 (in US$ millions except number of shares) 9,227.3 1469.1 2,630.3 385,503,954 ˆ150HBSSYW19CDJ6pŠ 150HBSSYW19CDJ6 TATA MOTORS FORM 20-F RR Donnelley ProFile ACWIN-CTXP61 10.0.20 MWRthiyd0dc HKG 29-Sep-2008 03:53 EST 18502 TX 3 4* HTM ESS 0C Page 1 of 1 Exchange Rate Information For convenience, some of the financial amounts presented in this annual report have been translated from rupee amounts into dollar amounts at the rate of Rs.40.02 = US $ 1.00, the noon buying rate for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York as on March 31, 2008, the date of our most recent balance sheet included in this annual report. However, such translations do not imply that the rupee amounts have been, could have been or could be converted into dollars at that or any other rate. The following table sets forth, for the fiscal years ended March 31, 2004, 2005, 2006, 2007 and 2008, information with respect to the exchange rate between the rupee and the dollar (in rupees per dollar) based on the average of the cable transfer buying and selling rupee / dollar exchange rates quoted by the Federal Reserve Bank of New York. Fiscal year ended March 31, 2008 2007 2006 2005 2004 Period End Period Average High Low 40.02 43.10 44.48 43.62 43.40 40.13 45.06 44.17 44.86 45.98 43.05 46.83 46.26 46.45 47.46 38.48 42.78 43.05 43.27 43.40 The following table sets forth information with respect to the exchange rate between the rupee and the dollar (in rupees per dollar) for the previous six months based on the noon buying rate for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York. Month Aug 2008 July 2008 June 2008 May 2008 April 2008 March 2008 Period End Period Average High Low 43.25 42.47 42.93 42.15 40.45 40.02 42.90 42.70 42.76 42.00 39.96 40.14 43.74 43.29 42.97 42.93 40.45 40.46 42.01 41.10 42.38 40.45 39.73 39.76 Source: Federal Reserve Bank of New York As of September 26, 2008, the rupee / dollar noon buying rate quoted by the Federal Reserve Bank of New York was Rs.46.48 per US$1.00. B. Capitalization and Indebtedness. Not applicable. C. Reasons for the Offer and Use of Proceeds. Not applicable. D. Risk Factors. This section describes the risks that we currently believe may materially affect our business. The factors below should be considered in connection with any forward-looking statements in this annual report and the cautionary statements on page ii. The risks below are not the only ones we face – some risks may be unknown to us, and some risks that we do not currently believe to be material could later turn out to be material. Although we will be making all reasonable efforts to mitigate or minimize these risks, one or more of a combination of these risks could materially impact our business, revenues, sales, net assets, results of operations, liquidity and capital resources. 3 ˆ150HBSSYT=MBB86ÀŠ 150HBSSYT=MBB86 TATA MOTORS FORM 20-F RR Donnelley ProFile SERFBU-MWS-CX02 10....
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