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    INTRODUCTION

    Tata Motors Limited is India's largest automobile company, with consolidated revenues of

    Rs.70,938.85 crores (USD 14 billion) in 2008 -09. It is the leader in commercial vehicles in

    each segment, and among the top three in passenger vehicles with winning products in the

    compact, midsize car and utility vehicle segments. The company is the world's fourth largest

    truck manufacturer, and the world's second largest bus manufacturer.

    The company's 23,000 employees are guided by the vision to be "best in the manner in

    which we operate, best in the products we deliver and best in our value system and ethics."

    Established in 1945, Tata Motors' presence indeed cuts across the length and breadth of

    India. Over 4 million Tata vehicles ply on Indian roads, since the first rolled out in 1954. The

    company's manufacturing base in India is spread across Jamshedpur (Jharkhand), Pune

    (Maharashtra), Lucknow (Uttar Pradesh), Pantnagar (Uttarakhand) and Dharwad

    (Karnataka). Following a strategic alliance with Fiat in 2005, it has set up an industrial joint

    venture with Fiat Group Automobiles at Ranjangaon (Maharashtra) to produce both F iat and

    Tata cars and Fiat power-trains. The company is establishing a new plant at Sanand

    (Gujarat). The companys dealership, sales, services and spare parts network comprises over

    3500 touch points; Tata Motors also distributes and markets Fiat branded cars in India.

    Tata Motors, the first company from India's engineering sector to be listed in the New York

    Stock Exchange (September 2004), has also emerged as an international automobile

    company. Through subsidiaries and associate companies, Tata Motors has operations in the

    UK, South Korea, Thailand and Spain. Among them is Jaguar Land Rover, a business

    comprising the two iconic British brands that was acquired in 2008. In 2004, it acquired the

    Daewoo Commercial Vehicles Company, South Korea's second largest truck maker. The

    rechristened Tata Daewoo Commercial Vehicles Company has launched several newproducts in the Korean market, while also exporting these products to several international

    markets. Today two-thirds of heavy commercial vehicle exports out of South Korea are from

    Tata Daewoo. In 2005, Tata Motors acquired a 21% stake in Hispano Carrocera, a reputed

    Spanish bus and coach manufacturer, and subsequently the remaining stake in 2009.

    Hispanos presence is being expanded in other markets. In 2006, Tata Motors formed a joint

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    venture with the Brazil-based Marcopolo, a global leader in body-building for buses and

    coaches to manufacture fully-built buses and coaches for India and select international

    markets. In 2006, Tata Motors entered into joint ve nture with Thonburi Automotive

    Assembly Plant Company of Thailand to manufacture and market the company's pickup

    vehicles in Thailand. The new plant of Tata Motors (Thailand) has begun production of the

    Xenon pickup truck, with the Xenon having been launch ed in Thailand in 2008.

    Tata Motors is also expanding its international footprint, established through exports since

    1961. The company's commercial and passenger vehicles are already being marketed in

    several countries in Europe, Africa, the Middle East, South East Asia, South Asia and South

    America. It has franchisee/joint venture assembly operations in Kenya, Bangladesh, Ukraine,

    Russia and Senegal.

    Milestones

    1945 y Tata Engineering and Locomotive Co. Ltd. was established to manufacture locomotives andother engineering products.

    1948 y Steam road roller introduced in collaboration with Marshall Sons (UK).1954 y Collaboration with Daimler Benz AG, West Germany, for manufacture of medium commercial

    vehicles. The first vehicle rolled out within 6 months of the contract.

    1959 y Research and Development Centre set up at Jamshedpur.1977 y First commercial vehicle manufactured in Pune.1983 y Manufacture ofHeavy Commercial Vehicle commences.1985 y First hydraulic excavator produced with Hitachi collaboration.1986 y Production offirst light commercial vehicle, Tata 407, indigenously designed, followed by Tata

    608.

    1991 y Launch of the 1st indigenous passenger car Tata Sierra.y One millionth vehicle rolled out.

    1994 y Launch ofTata Sumo - the multi utility vehicle.1995 y Mercedes Benz car E220 launched.

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    1996 y Tata Sumo deluxe launched.1997 y Tata Sierra Turbo launched.1998 y Tata Safari - India's first sports utility vehicle launched.

    y 2 millionth vehicle rolled out.y Indica, India's first fully indigenous passenger car launched.

    2001 y Indica V2 launched - 2nd generation Indica.y 100,000th Indica wheeled out.y Launch of the Tata Safari EX

    2002 y 2,00,000th Indica rolled out.y Launch of the Tata Sumo'+' Seriesy Launch of the Tata Indigo.y Tata Engineering signed a product agreement with MG Rover of the UK.

    2003 y On 29th July, J. R. D. Tata's birth anniversary, Tata Engineering becomes Tata Motors Limited.y 3 millionth vehicle produced.y First CityRover rolled out

    2004 y Tata Motors and Daewoo Commercial Vehicle Co. Ltd. sign investment agreement andcompletes acquisition of Daewoo Commercial Vehicle Company

    y Tata Daewoo Commercial Vehicle Co. Ltd. (TDCV) launches the heavy duty truck 'NOVUS' , inKorea

    y Sumo Victa launchedy Indigo Marina launchedy Tata Motors lists on the NYSE

    2005 y Tata Motors rolls out the 500,000th Passenger Car from its Car Plant Facility in Puney The Tata Xover unveiled at the 75th Geneva Motor Showy Branded buses and coaches - Starbus and Globus - launchedy Tata Ace, India's first mini truck launchedy The power packed Safari Dicor is launchedy Tata Motors launches Indica V2 Turbo Diesel.y One millionth passenger car produced and soldy Inauguration of new factory at Jamshedpur for Novusy Launch ofTata Novusy Launch of Novus range of medium trucks in Korea, by Tata Daewoo Commercial

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    Vehicle Co. (TDCV)

    2006 y Tata Motors vehicle sales in India cross four million marky Indica V2 Xeta launchedy Passenger Vehicle sales in India cross one-million marky Tata Motors first plant for small car to come up in West Bengaly Tata Motors and Fiat Group announce three additional cooperation agreements

    2007 y Construction ofSmall Car plant at Singur, West Bengal, begins on January 21y New 2007 Indica V2 range is launchedy Tata Motors and Thonburi Automotive Assembly Plant Co. (Thonburi), announce formation of a

    joint venture company in Thailand to manufacture, assemble and market pickup trucks.

    y Roll out of 100,000th Acey Tata-Fiat plant at Ranjangaon inauguratedy Launch of a new Upgraded range of its entry level utility vehicle offering, the Tata Spacio.y Launch of Magic, a comfortable, safe, four-wheeler public transportation mode, developed on

    the Ace platform

    y Launch of Winger, Indias only maxi-vany Fiat Group and Tata Motors announce establishment of Joint Venture in Indiay Launch of the Sumo Victa Turbo DI, the new upgraded range of its entry-level utility vehicle, the

    Sumo Spacio

    y Tata Motors launches Indica V2 Turbo with dual airbags and ABSy Launch of new Safari DICOR 2.2 VTT range, powered by a new 2.2 L Direct Injection Common

    Rail (DICOR) engine.

    y Rollout of the one millionth passenger car off the Indica platform.2008 y Latest common rail diesel offering- the Indica V2 DICOR, launched.

    y Indigo CS (Compact Sedan), worlds first sub four-metre sedan, launched.y Launch of the new Sumo -- Sumo Grande, which combines the looks of an SUV with the

    comforts of a family car.

    y Tata Motors unveils its People's Car, Nano, at the ninth Auto Expo.y Xenon, 1-tonne pick-up truck, launched in Thailand.y Tata Motors signs definitive agreement with Ford Motor Company to purchase Jaguar and Land

    Rover.

    y Tata Motors completes acquisition of Jaguar Land Rover.y Tata Motors introduces new Super Milo range of buses.y Tata Motors is Official Vehicle Provider to Youth Baton Relay for The III Commonwealth Youth

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    Games Pune 2008.

    y Indica Vista the second generation Indica, is launched.y Tata Motors launches passenger cars and the new pick-up in D.R. Congo.

    2009 y Tata Motors begins distribution of Prima World trucky Tata Motors launches the next generation all-new Indigo MANZAy FREELANDER 2 launched in Indiay Tata Marcopolo Motors' Dharwad plant begins production.y Tata Motors launches Nano - The People's Cary Introduction of new world standard truck range.y Launch of premium luxury vehicles - Jaguar XF, XFR and XKR and Land Rover Discovery 3,

    Range Rover Sport and Range Rover from Jaguar and Land Rover in India.

    DIVIDEND POLICY

    TATA MOTORS

    Year Dividend Per

    Share(DPS) in Rs.

    Earnings Per Share

    (EPS) in Rs.

    Dividend Payout

    Ratio (%) (DPS/EPS)

    2003-04 8 24.68 32.41

    2004-05 12.50 34.19 36.56

    2005-06 13.00 39.94 32.54

    2006-07 15.00 49.65 30.21

    2007-08 15.00 52.63 28.51

    2008-09 12.50 19.48 64.16

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    TATA MOTORS

    As can be seen from the above tables and graph, Tata Motors has been paying out steady

    dividends. The dividends have been increasing constantly with only a slight decrease in the

    FY 2009. The decrease in dividend in FY 2009 can be attributed to many factors, one of them

    being the decrease in net profit of the company in the current year. For the year ending March

    2009, the net profit reported b y the company stands at Rs 1,001.26 Crore as against the net

    profit of Rs 2028.92 Crore for the FY 08. Thus, the substantial decrease in net profits

    explains the decline in the DPS.

    Another reason behind the decline in DPS could be the Tata- JLR deal. Tata motors financed

    this deal by raising debt thus increasing the debt component in its capital structure. The deal

    also put pressure on the working capital requirements of the company. More funds had to be

    made available to provide financial support to JLR, thus impairing the liquidity position of

    the company.

    The decrease in net profits is also the reason behind the sharp decline in the EPS for the

    current year. For the FY 2009 EPS went down to Rs. 19.48 from Rs 52.63 in the FY 08.

    Another reason behind the fall in EPS is the increase in the Equity Share Capital of the

    company. In October 2008, the Company raised an aggregate of Rs.4139.33 crores through a

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    simultaneous but unlinked Rights Issue of Ordinary Shares and 'A' Ordinary Shares. Thus, the

    Net Worth of the Shareholders increased from Rs. 7839.50 crore to Rs. 12230.15 Crore. The

    increase in the net worth coupled with the decline in the net profit resulted in the sharp fall in

    the EPS.

    Looking at the dividend paying pattern of the company for the last 6 years it can be said that

    the company follows a stable dividend policy. The dividend has ranged from Rs 8 in 2003-04

    to Rs 12.50 in 2008-09. The dividend payout ratio of the company has also been more or less

    stable, ranging from 32.41% in 2003-04 to 28.51% in 2007-2008. However, in the FY 2008-

    09 the payout ratio shot up to 64.16%. The sharp increase in the payout ratio in the current

    year is due to the simultaneous decrease in the DPS and EPS.

    Tata Motors offers a respectable yield of 2.3%, which it has traditionally paid out once a yearin June, but the company's dividend history has a gap or two. Tata has paid an uninterrupted

    dividend in each fiscal year since 1956, with the exception of 2001 and 2002, when it paid

    nothing in light of consecutive years of net losses.

    At present, however, Tata appears to be generating more than enough earnings to cover

    dividend payments. Taking into account its need for massive capital spending each year,

    however, Tata's ability to generate consistent free cash flow is questionable. Investors would

    thus be wise to approach Tata's dividend payments as an "bonus" to potential earnings growthand not as the main attraction.

    To further analyze the dividend policy of Tata Motors we undertake a comparison of its

    dividend policy with that of one its competitors, Maruti Suzuki.

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    MARUTI SUZUKI

    MARUTI SUZUKI

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    2004 2005 2006 2007 2008 2009

    DPS

    EPS

    Year Dividend Per

    Share(DPS) in Rs.

    Earnings Per Share

    (EPS) in Rs.

    Dividend Payout

    Ratio (%) (DPS/EPS)

    2003-04 1.50 18.60 8.06

    2004-05 2 29.55 6.77

    2005-06 3.50 41.16 8.50

    2006-07 4.50 54.07 8.32

    2007-08 5 59.91 8.34

    2008-09 3.5 42.18 8.29

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    DIVIDEND PAYOUT RATIO: TATA MOTORS vs. MARUTI SUZUKI

    Most of the shareholders want that the company they have invested in churns out higher and

    higher dividends year after year. A company with a higherpayout ratio is favored over the

    one with a lower dividend payout ratio. But this fallacy has severe long term implications

    which most short-term investoroverlook.

    Let's take examples of two companies in almost similar sector: Tata Motors and Maruti

    Suzuki Motors, the former has a high dividend payout ratio compared to the latter.

    Did it translate to higher returns for an individual investor?

    Tata Motors has over the last six years paid 8 + 12.5 + 13 + 15 + 15 + 12.50 = INR 76 as

    dividend while Maruti Suzuki has paid 1.5 + 2 + 3.5 + 4.5 + 5 + 3.5 = INR 20 as dividend.

    Tata Motors had rights issue in May 2008 where one share of INR 300 was allotted for every

    six held in the company. Thus the shareholders had to pump in INR 50 per share back into

    the company. So out of INR 69.5 of dividend obtained from the company, INR 50 was paid

    back leaving just INR 19.5, less than that of Suzuki's INR 20.

    In terms ofcapital gains, Tata Motors have appreciated by -12% from 1 April 2004 till date

    while Maruti Suzuki has appreciated by 185% in the same time frame. Maruti's share price

    has gone up from around INR 500 to INR 1425 as of today while that of Tata Motors has

    languished from INR 485 to INR 425.

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    Weighted Average Costof Capital

    Year 2009

    Source Amount Proportion(%) Cost(%)

    Weighted

    Cost(%)

    Equity 514.05 3.75 10.92 0.41

    Debt 13165.5 96.25 6.15 5.92

    13769.55 100 6.33

    Year 2008

    Source Amount Proportion(%) Cost(%)

    Weighted

    Cost(%)

    Equity 385.54 6.14 29.26 1.8

    Debt 6280.52 94.22 6.78 6.38

    6666.06 100.36 8.18

    Year 2007

    Source Amount Proportion(%) Cost(%)

    Weighted

    Cost(%)

    Equity 385.41 9.61 29.25 2.81

    Debt 4009.14 91.23 9.19 8.39

    4394.55 100.84 11.2

    Year 2006

    Source Amount Proportion(%) Cost(%)

    Weighted

    Cost(%)

    Equity 382.87 13.04 28.76 3.75

    Debt 2936.84 88.47 9.99 8.84

    3319.71 101.5 12.59

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    Year 2005

    Source Amount Proportion(%) Cost(%)

    Weighted

    Cost(%)

    Equity 361.79 14.5 30.22 4.38

    Debt 2495.42 87.34 8.73 7.62

    2857.21 101.84 12

    Year 2004

    Source Amount Proportion(%) Cost(%)

    Weighted

    Cost(%)

    Equity 353 28.02 29.05 8.14

    Debt 1259.77 78.11 16.07 12.55

    1612.77 106.13 20.69

    Year WACC(%) ROI(%) Difference

    2004 20.69 30.82 10.13

    2005 12 28.3 16.3

    2006 12.59 27.78 15.19

    2007 11.2 27.11 15.91

    2008 8.18 21.3 13.12

    2009 6.33 7.16 0.83

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    As we can see from the above statistics the difference between the WACC and ROI has

    decreased drastically in the financial year 2008-09. The major reason behind this is that the

    company went for rights issue. In October 2008, the Company raised an aggregate of

    Rs.4139.33 crores through a simultaneous but unlinked Rights Issue of Ordinary Shares and

    'A' Ordinary Shares of 64,276,164 Ordinary Shares of Rs.10 each at a premium of Rs.330/-

    per share aggregating Rs.2185.39 crores in the ratio of one Ordinary Share for every six

    Ordinary Shares; and 64,276,164 'A' Ordinary Shares of Rs.10 each at a premium of Rs.295/-

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    per 'A' Ordinary Share aggregating Rs.1960.42 crores in the ratio of one 'A' Ordinary Share

    for every six Ordinary Shares.

    The issues would raise the equity capital of the company by 30-35 per cent in 2008 to March

    2009, and Tata Motors said the incremental dividend on the increased capital would representabout 10 per cent of its net profit in 2007/08 (April-March). Shares in Tata Motors, which has

    a market value of $5.7 billion, were in negative territory before the news broke in late trade,

    when they jumped to a high 644 rupees before ending 1.3 per cent up at 634.75 rupees. The

    shares have fallen 14.5 per cent in 2008 compared with a 18.5 per cent fall in the benchmark

    index.

    The Company was one of the first in India to issue differential voting shares. The 'A'

    Ordinary Shareholders enjoy all rights and privileges that are enjoyed by Ordinary

    Shareholders in law and under the Articles of Association, except as to dividend and voting,

    viz. the right to receive dividend for any financial year at five percentage points more than

    the aggregate rate of dividend declared on Ordinary Shares for that financial year and the

    right to vote any resolution on a poll or by postal ballot, by one vote for every ten 'A'

    Ordinary Shares held.

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    TATA-Jaguarand LandRover Deal

    On June 2, 2008, the Company completed the acquisition of Jaguar Land Rover from Ford

    Motor Company of U.S. (Ford) for a net consideration of US$ 2.3 billion (on a cash free, debt

    free basis) in an all cash transaction out of the purchase consideration. Ford also contributed

    about US$ 600 million to the Jaguar Land Rover pension plans. Jaguar and Land Rover are

    global premium automotive businesses encompassing engineering, design, manufacture and

    marketing of Jaguar luxury performance cars and Land Rover premium all-terrain vehicles.

    The purchase consideration included the ownership by Jaguar and Land Rover of necessary

    Intellectual Property Rights, 3 major manufacturing facilities, 2 advanced design and

    engineering centres in U.K., a worldwide network of 20 national sales companies and a

    minimum assured capital allowance of approximately US$ 1.1 billion for future tax set-offs.

    Jaguar Land Rover also tied up with Ford for supply of engines, stampings and other

    components on a long term basis for its business as also for transition support in areas of auto

    financing, IT, accounting and access to Ford's test facilities.

    The Jaguar Land Rover acquisition was routed through the Companys 100% subsidiary,

    Jaguar Land Rover Limited, U.K., which had availed a short term bridge loan facility of US$

    3 billion from a syndication of banks and guaranteed by the Company. The Company prepaid part of the said facility out of proceeds of a Rights Issue and certain divestments and the

    balance outstanding as on March 31, 2009 was US$ 2.02 billion. For repayment of the said

    amount, the Company in May 2009 raised resources through further divestments and issued

    Secured Non-Convertible Credit Enhanced Rupee Debentures in four tranches, having tenors

    upto 7 years, aggregating Rs.4,200 crores on a private placement basis. The balance facility

    of US$ 1 billion was rolled over and guaranteed by the Company, by extending the final

    maturity upto December 2010.

    The rights issue in 2008 received lukewarm response from the public due to weak market

    conditions and the promoters had to subscribe close to 85% of the rights issue. The remaining

    portion was subscribed to by JM Financial (2.19%), who was also the lead managers to issue

    and 12.77% by IFCI. The issue was intended to fund its JLR acquisition and their planned

    capex. According to the terms of the issue, the company planned to raise Rs 2,186 crore

    through the issue of ordinary shares in the ratio of 1:6 priced at Rs 340 and Rs 1,960 crore

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    A tolerable net debt to net debt plus equity ratio is 30%. For a car maker, a slightly higher

    than 30% is okay in some circumstances; they typically use a quasi financial services

    business to drive sales growth through financing buyers. For instance Honda Motor Company

    (HMC) has a ratio of 48%.

    But in the case of Tata Motors the debt is not so high on vehicle finance; a significant part is

    to finance the acquisition of JLR. A recent corporate presentation shows Tata Motors debt

    incurred in respect of Vehicle Finance at Rs 76 billion (1.7 billion); which is only 21% of the

    total net debt.

    In this way we can say that the capital structure is weak; very weak. Such high debt levels

    will limit access to capital and can lead to muted future growth prospects. There also remains

    considerable confusion about what portion of the company truly belongs to shareholders the

    threat of a highly dilutive capital raising event is ever present.

    The good thing about a bad capital structure is that the risk is very visible and in times of

    crisis the risk gets mispriced; Tata Motors traded down to Rs 124 ($2.76) during the bear

    market and at those price levels the risks were mispriced. The question to ask is: What is Tata

    Motors worth with its structural risks fully priced?

    Public have a high level of confidence in the stand alone Indian operations being capable of

    delivering long term earnings of Rs 39 per share ($0.87) before interest; this can be expected

    to grow in line with Indias nominal GDP growth of 12%. This amount is adequate to service

    debt; the interest is expected to be approximately Rs 25 per share ($0.56). The per share

    numbers are based on share count after the recent capital raising exercise assuming full

    conversion of convertible notes; see later in this post for additional details.

    This provides a very low interest cover. In addition, it does not provide any real ability to

    pay-down debt. For simplicity let us assume the debt is embedded in the long term capital

    structure (i.e. it will be permanently carried); and we will go with an expectation of rising

    long term interest rates.

    The consequence is an assumption that interest expense too shall increase at 12% per year. Rs

    14 ($0.31), growing at 12% annually, for an investor with a 16% annual return expectation

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    and a notional payout in perpetuity expectation of 40% returns a value of Rs 235 ($5.22). To

    this we need to add the valuation attributed to the long term contribution we can expect from

    JLR. JLRs contribution is difficult to estimate; visibility on historic data is low and forward

    expectations are difficult to form particularly when you consider the growth impetus which

    will arise once the brands aggressively entry India.

    In our view a very conservative long term earnings expectation from JLR, is Rs 16 per share

    ($0.36); this does not include the cost of the debt burden which has been included as what the

    long term India earnings will generate. This Rs 16 ($0.36) growing at 6% annually for an

    investor with a 10% annual return expectation and a notional payout in perpetuity of 40%

    returns a value of Rs 255 ($5.67). This puts a value of Rs 490 ($10.89) for Tata Motors.

    The Rs 16 ($0.36) JLR estimate does not include growth potential for India; in our view Rs

    26 ($0.58) is not an unrealistic long term earnings expectation for JLR. This Rs 26 ($0.58)

    growing at 6% annually for an investor with a 10% annual return expectation and a notional

    payout in perpetuity of 40% returns a value of Rs 415 ($9.22). This puts a value of Rs 650

    ($14.44) for Tata Motors. With a strong capital structure, these targets would be considered

    the upper end of a buy limit. The capital generated should at this stage of the cycle move

    towards quality and away from risk.

    Growth Prospects

    Tata Motors deals in a wide variety of vehicles. Buses are a great growth area; Indian public

    transport is an absolute mess and Tata buses help making it get better. Part of the Indian fiscal

    stimulus is geared towards investment in this area. Tata trucks are also beneficiaries of

    massive growth opportunities; with GDP expected to grow at 12% nominal over the coming

    years, logistics and the movement of goods will create incremental demand for road

    transport.

    Tata passenger vehicles also operate in a growth area; at the bottom end of the market, the

    Nano, recently added to the passenger vehicle portfolio, provides a wonderful growth

    opportunity. At the top end of the market, bringing the JLR brand into India will open up a

    significant premium vehicle market for the group. The middle end of the market has a decent

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    product portfolio, which can in my view benefit greatly from the introduction of acquired

    technology and intellectual property to improve quality.

    The mid end can also benefit from JLR brand rub off; but here, care is needed so as not to

    taint the JLR brand with the non premium product portfolio. The problem is that to benefit

    from this huge opportunity, Tata Motors must have access to finance; and with the terrible

    capital structure, access to incremental finance is unlikely to be available.

    Because of this, in line growth represents a long term growth rate of 12% for the group ex

    JLR and 6% growth for JLR; these growth rates represent long term nominal GDP growth

    expectations in India and overseas respectively.

    Capital Structure

    A significant chunk of the debt went towards the acquisition of JLR. On question which

    arises repeatedly is whether that was a good buy. In our view it was a good long term

    buy. Success does depend largely on execution; part of the acquisition benefits will come

    from future JLR income streams (including bringing the brand to India), but that is a small

    part of the story; the real success will come from brand positioning and from the acquired

    technology and intellectual property being applied to Tata Motors wider business. At this

    point in time, we do not believe Tata Motors has successfully leveraged the acquisition in any

    manner.

    Tata Motors is part of the Tata Group, which enjoys high investor confidence in India. The

    access to debt is good even during periods of distress. The ability to refinance means that

    Tata Motors can carry the high level of debt embedded in its capital structure.

    Even through this crisis, Tata Motors has been able to refinance debt and improve its debtmaturity profile; there is no reason to expect this to change. This is very important; it means

    that a dilutive capital raising exercise will not be necessary during a period of distress when

    shares are deeply under-valued. Any capital raised to pay down debt and improve the capital

    structure will be an active management decision.

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    Improving the capital structure is something which is both highly desirable and

    inevitable. Access to incremental finance will be required to drive growth and capture higher

    market share and the management will ultimately recognize this; an effectively managed

    company will face a compelling force which will draw it towards a responsible capital

    structure consistent with good business practice.

    A responsible capital structure will maintain a net debt to net debt to equity of no more than

    30%. Incremental long term debt can then be accessed to drive the net debt to net debt to

    equity to a 50% level; but this incremental debt should be productive and profitable debt

    that is debt undertaken to drive sales growth through the financing of vehicle buyers in the

    consumer and commercial segments.

    Our view as expressed in the prior paragraph is supported by Tata Motors' recent and

    successful capital raising exercise. Tata Motors raised $750 million; $375 through the

    issuance of global depositary shares, which valued each share at $12.54 (approximately Rs

    580), and an additional $375 million from 4% coupon convertible notes (due 2014) to be

    converted at $13.48 (approximately Rs 625) per share. Share count at 31 March 2009 was

    514 million; if all convertible notes are converted, the share base will rise to approximately

    572 million this is dilutive but it is an important first step towards improving the capital

    structure. After this transaction, we expect the net debt to net debt plus equity to improve

    from 86% to 74% assuming the hybrid notes are treated as equity. This should be the first of

    further capital raising exercises to be conducted as confidence improves and the share price

    strengthens