Has approved the proposal for merger of Tata Finance Ltd (TFL) with the Company. The Company alongwith TFL has announced today (January 10, 2005) that the merger would be under a Scheme of Amalgamation under Sections 391 and 394 of the Companies Act 1956 and would be subject to the approval of the Hon'ble High Court of Judicature at Bombay and would be effective from April 01, 2005. In terms of the Scheme of Amalgamation that would be submitted to the Court, all equity shareholders of TFL will be entitled to receive 8 Ordinary Shares of the Company of Rs 10/- each for every 100 equity shares of Tata Finance Ltd of Rs 10/- each. The exchange ratio for the number of shares of the Company to be issued to the shareholders of TFL is based upon a valuation conducted by M/s Bansi Mehta & Co, Chartered Accountants. The merger is expected to enable the vehicle financing business of Tata Finance to grow stronger by leveraging its synergies of the direct business model with the dealer driven business of Bureau of Hire Purchase and Credits (BHPC), a division of the Company. This merger will also allow TFL shareholders to participate in the growth of the Company, a leading automobile company in the country and thereby significantly gain with an upside of dividend and shareholder value creation. Further the Company has informed that the Board has also approved merger of its two subsidiary companies, Telco Dadajee Dhackjee Ltd and Suryodaya Capital & Finance (Bombay) Ltd with the Company. Considering that 100% of the paid-up capital of the two subsidiary companies is held by the Company, no shares of the Company are contemplated to be issued under the proposedScheme of Amalgamation. The Company has informed that pursuant to the order of the Hon'ble High Court of Judicature at Bombay, separate meetings of Secured Creditors, Unsecured Creditors & Extra Ordinary General Meeting of the Shareholders of the Company will be held on April 26, 2005, for the purpose of considering, and, if thought fit, approving with or without modification(s), the proposed Scheme of Reorganisation and Amalgamation of Tata Finance Ltd with the Company. (As per BSE Bulletin dated on 01/04/2005) The company has informed that the Hon'ble High Court had on Friday, June 24, 2005, approved the Scheme of Reorganisation and Amalgamation of Tata Finance Limited with the company. All formalities connected therewith have been completed. The Effective date of the Scheme is June, 29, 2005. (As per BSE Bulletin dated on 30/06/2005) Tata Motors Limited has informed the Exchange that: 1) Pursuant to Clause 13.1 of the scheme of Reorganisation and Amalgamation of Tata Finance Limited with Tata Motors Limited ("the Scheme") which has become effective from June 29, 2005, the Company would be allotting to every Equity shareholder of Tata Finance Limited, 8 Ordinary Shares of Rs.10/- of the Company in exchange for every 100 Equity shares of Rs.I0/- each of Tata Finance Limited. The Company held 1,84,94,389 Equity shares in Tata Finance Limited which stand cancelled; 2) The Record date for the purpose of the exchange of shares of Tata Finance Limited for shares of Tata Motors Limited as mentioned above has been fixed as August 12, 2005; 3) As per the said Scheme, in respect of shares of Tata Finance Limited held in dematerialised form, the Company would issue the shares in dematerialised form by crediting to the existing Depository Accounts of the Members of Tata Finance Limited entitled thereto as per the above exchange ratio. The Company would also undertake a corresponding debit action for the Equity shares of Tata Finance Limited held in that account; 4) In respect of shares of Tata Finance Limited held in physical form, the Members of Tata Finance Limited would be given an option by way of notice to receive the shares in electronic form or physical form, as per the option letter that is being despatched separately to them. In the event that such option is not exercised by the concerned Member, the Company shall issue the Ordinary Shares in physical form; 5) The Equity shares of Tata Finance Limited held in physical form shall be deemed to have been automatically cancelled without any requirement to surrender the certificates for shares held by Members of Tata Finance Limited. 6) In respect of fractional entitlements arising out of the issue of Ordinary Shares, to the Members of Tata Finance Limited, in terms of Clause 13.1 mentioned above, the Board of Directors shall consolidate the same and thereupon issue and allot Ordinary Shares in lieu thereof to a separate trust created for the purpose. Such shares shall be held by the trust for and on behalf of the Members entitled to such fractional entitlements and the trust shall sell the same and distribute the net sale proceeds to the Members in the same proportion as their respective fractional entitlements bear to the consolidated fractional entitlements; 7) The Members of Tata Finance Limited are requested to refer to the text of the said Scheme which is available on the Company's website for further details, if required; 8) The said Ordinary Shares would rank pari passu in all respects with the existing Ordinary Shares of the Company. It may be noted that the said new Ordinary Shares would not be entitled to dividend for the FY 2004-05 for which the Company has already announce the book closure period being June 27 to July 11, 2005 (both days inclusive); 9) Pursuant to the said Scheme, the Company would be allotting 1,45,04,949 Ordinary Shares to the Members of Tata Finance Limited. Tata Motors Limited has informed the Exchange that: 1) Pursuant to Clause 13.1 of the scheme of Reorganisation and Amalgamation of Tata Finance Limited with Tata Motors Limited ("the Scheme") which has become effective from June 29, 2005, the Company would be allotting to every Equity shareholder of Tata Finance Limited, 8 Ordinary Shares of Rs.10/- of the Company in exchange for every 100 Equity shares of Rs.I0/- each of Tata Finance Limited. The Company held 1,84,94,389 Equity shares in Tata Finance Limited which stand cancelled; 2) The Record date for the purpose of the exchange of shares of Tata Finance Limited for shares of Tata Motors Limited as mentioned above has been fixed as August 12, 2005; 3) As per the said Scheme, in respect of shares of Tata Finance Limited held in dematerialised form, the Company would issue the shares in dematerialised form by crediting to the existing Depository Accounts of the Members of Tata Finance Limited entitled thereto as per the above exchange ratio. The Company would also undertake a corresponding debit action for the Equity shares of Tata Finance Limited held in that account; 4) In respect of shares of Tata Finance Limited held in physical form, the Members of Tata Finance Limited would be given an option by way of notice to receive the shares in electronic form or physical form, as per the option letter that is being despatched separately to them. In the event that such option is not exercised by the concerned Member, the Company shall issue the Ordinary Shares in physical form; 5) The Equity shares of Tata Finance Limited held in physical form shall be deemed to have been automatically cancelled without any requirement to surrender the certificates for shares held by Members of Tata Finance Limited. 6) In respect of fractional entitlements arising out of the issue of Ordinary Shares, to the Members of Tata Finance Limited, in terms of Clause 13.1 mentioned above, the Board of Directors shall consolidate the same and thereupon issue and allot Ordinary Shares in lieu thereof to a separate trust created for the purpose. Such shares shall be held by the trust for and on behalf of the Members entitled to such fractional entitlements and the trust shall sell the same and distribute the net sale proceeds to the Members in the same proportion as their respective fractional entitlements bear to the consolidated fractional entitlements; 7) The Members of Tata Finance Limited are requested to refer to the text of the said Scheme which is available on the Company's website for further details, if required; 8) The said Ordinary Shares would rank pari passu in all respects with the existing Ordinary Shares of the Company. It may be noted that the said new Ordinary Shares would not be entitled to dividend for the FY 2004-05 for which the Company has already announce the book closure period being June 27 to July 11, 2005 (both days inclusive); 9) Pursuant to the said Scheme, the Company would be allotting 1,45,04,949 Ordinary Shares to the Members of Tata Finance Limited. (As per NSE bulletin dated on 11/07/2005) Trading Members of the Exchange are hereby informed that the under mentioned new equity shares of Tata Motors Ltd. (Scrip Code: 500570; ISIN No. INE155A01014), are listed and permitted for trading on the Exchange with effect from Tuesday, September 20, 2005. Securities 1,44,91,818 *Equity Shares of Rs.10/- each (fully paid-up) issued to shareholders of erstwhile Tata Finance Ltd. pursuant to the Scheme ofAmalgamation of the company. Details of distinctive nos. are given as annexure I. * These shares are ranking pari-passu with the old equity shares of the company. 2. Trading Members may please note that the following equity shares of the Company, which are credited in NSDL, are under lock-in and therefore these shares would not be good delivery in the market till 14.10.2006. The Company has confirmed that necessary corporate action has been executed to have lock-in period marked in depositoryÆs record. The details of non-transferable shares are given herein below: Distinctive Nos. Number of Shares 362067627 - 363772639 17,05,013 363772640 - 365264525 14,91,886 Total 31,96,899 3. The brief particulars of the Scheme of Amalgamation are as mentioned below: The Scheme of Amalgamation of the Company was approved by the HonÆble High Court of Bombay vide its order dated June 24, 2005. The appointed date: April 1, 2005 Date of Allotment: August 18, 2005 Exchange Ratio - 8 (eight) fully paid-up equity share of Rs.10/- each of Tata Motors Ltd. has been issued for every 100 (one hundred) fully paid-up equity shares of Rs.10/- each held in Tata Finance Ltd. 4. As per Exchange Notice No. 20050730-1 dated July 30, 2005, the transferor company viz. Tata Finance Ltd. had fixed August 12, 2005 as 'Record Date', for giving effect to the Scheme and accordingly dealing in the securities of saidtransferor company was stopped with effect from August 5, 2005. 5. The company's financial year ends on 31st March. 6. In case trading members require any clarification on the subject matter of the notice, they may please contact undersigned on (022) 2272 1233/34 Extn 8281 or 9819555411 (M) or Ms. Harpreet Kaur on (022) 2272 1233/34 Extn 8476. Details of Distinctive nos of shares credited to CDSL/NSDL/dispatched in physical form : Sr. No. Whether shares credited inCDSL/NSDL/physical despatch Distinctive Nos. No of shares Shares held From To lock in CDSL 376057912 376335431 277,520 NA NSDL "a) Shares not under lock in" 365264526 376057879 10,793,354 NA b) Shares under lock in i) Tata Sons Limited 362067627 363772639 1,705,013 Upto 14th . October 2006 ii) Tata Industries Limited 363772640 365264525 1,491,886 Upto 14th October 2006. Physical 361830491 361837248 6,758 NA 361838049 361839651 1,603 361840452 361845379 4,928 361845388 361861973 16,586 361862774 361865419 2,646 361866220 361867086 867 361868587 361878980 10,394 361878989 361903993 25,005 361904026 361904100 75 361904109 361905601 1,493 361906562 361906828 267 361906845 361910683 3,839 361910692 361915012 4,321 361916005 361928579 12,575 361928620 361945575 16,956 361945592 361945651 60 361945660 361953638 7,979 361953647 361954783 1,137 361955561 361957816 2,256 361957833 361958222 390 361958239 361961462 3,224 361961469 361965770 4,302 361965803 361997426 31,624 361997435 362004558 7,124 362006079 362007934 1,856 362008735 362013193 4,459 362013202 362022980 9,779 362023541 362043477 19,937 362043494 362049335 5,842 362049352 362049732 381 362050533 362051368 836 362051385 362051856 472 362052657 362054155 " 1,499 " 362054260 362060572 " 6,313 " 362060581 362060935 355 362060944 362065000 4,057 362065009 362065892 884 362066693 362066980 288 362066989 362067626 638 376057880 376057895 16 376057896 376057911 16 376335432 376335439 8 Total 14,491,818 (As per BSE Notice dated on 19/09/2005)