As filed with the Securities and Exchange Commission on February 26, 2007
Registration No.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FOR AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
TATA MOTORS LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Republic of India
(Jurisdiction of incorporation or organization of issuer)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
388 Greenwich Street
New York, New York 10013
(212) 816-6690
(Address, including zip code, and telephone number, including area code,
of Depositary's principal executive offices)
Tata Incorporated
3 Park Avenue, 27th Floor
New York, New York 10016
(212) 213-5553
(Name, address, including zip code, and telephone number,
including area code of agent for service)
--------------------------------
Copies to:
John D. Young, Jr., Esq. Patricia Brigantic, Esq.
Sullivan & Cromwell LLP Citibank, N.A.
28th Floor 388 Greenwich Street
Nine Queen's Road Central New York, New York 10013
Hong Kong
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It is proposed that this filing become effective under Rule 466:
|X| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box |_|.
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Amount of
Title of Each Class of Amount to be Aggregate Offering Maximum Aggregate Registration
Securities to be Registered Registered Price Per Unit* Offering Price** Fee
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American Depositary Shares, each representing one (1) 100,000,000 $5.00 $5,000,000 $153.50
ordinary share, par value Rs. 10 per share, of Tata
Motors Limited.
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* Each unit represents 100 American Depositary Shares.
** Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of such receipts evidencing such American Depositary Shares.
This Registration Statement may be executed in any
number of counterparts, each of which shall be deemed an
original, and all of such counterparts together shall
constitute one and the same instrument.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Item Number and Caption Location in Form of American
Depositary Receipt ("Receipt")
Filed Herewith as Prospectus
1. Name of depositary and address Face of Receipt - Introductory
of its principal executive office Paragraph.
2. Title of Receipts and identity of Face of Receipt - Top Center.
deposited securities
Terms of Deposit:
(i) The amount of deposited Face of Receipt - Upper right corner.
securities represented by one
American Depositary Share
(ii) The procedure for voting, if Reverse of Receipt - Paragraphs (16)
any, the deposited securities and (17).
(iii) The collection and Face of Receipt - Paragraph (14).
distribution of dividends
(iv) The transmission of notices, Face of Receipt - Paragraph (13);
reports and proxy soliciting Reverse of Receipt - Paragraph (16).
material
(v) The sale or exercise of Reverse of Receipt - Paragraphs (14)
rights and (16).
(vi) The deposit or sale of Face of Receipt - Paragraphs (3) and
securities resulting from (6);
dividends, splits or plans of Reverse of Receipt - Paragraphs (14)
reorganization and (18).
(vii) Amendment, extension or Reverse of Receipt - Paragraphs (22)
termination of the deposit and (23) (no provision for extension).
agreement
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(viii) Rights of holders of Receipts Face of Receipt - Paragraph (13).
to inspect the transfer books
of the depositary and the
list of holders of Receipts
(ix) Restrictions upon the right Face of Receipt - Paragraphs (2), (3),
to deposit or withdraw the (4), (6), (7), (9) and (10).
underlying securities
(x) Limitation upon the liability Face of Receipt - Paragraph (7).
of the depositary Reverse of Receipt - Paragraphs (19)
and (20).
3. Fees and charges which may be Face of Receipt - Paragraph (10).
imposed directly or indirectly
against holders of Receipts
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
Tata Motors Limited is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the Securities and Exchange Commission (the "Commission"). These
reports and other information can be retrieved from the Commission's website at
www.sec.gov and copied at public reference facilities maintained by the
Commission located at 100 F Street, N.E., Washington, D.C. 20549.
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PROSPECTUS
THE PROSPECTUS CONSISTS OF THE FORM OF AMERICAN DEPOSITARY
RECEIPT INCLUDED AS EXHIBIT A TO THE AMENDED AND RESTATED
DEPOSIT AGREEMENT FILED AS EXHIBIT (a)(i) TO THIS FORM F-6
REGISTRATION STATEMENT AND IS INCORPORATED HEREIN BY REFERENCE
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Amended and Restated Deposit Agreement, dated as of September 27,
2004, by and among Tata Motors Limited ("the Company"), Citibank, N.A., as
depositary (the "Depositary"), and all Holders and Beneficial Owners of
American Depositary Shares issued thereunder (the "Deposit Agreement"). -
Filed herewith as Exhibit (a)(i).
(a)(i) Amendment No. 2 to Rule 144A Deposit Agreement, dated as of
September 30, 2002, by and among the Company, the Depositary, and all
Holders and Beneficial Owners from time to time of American Depositary
Shares evidenced by ADRs issued thereunder. *
(a)(ii) Amendment No. 1 to Rule 144A Deposit Agreement, dated as of July
19, 1996, by and among the Company, the Depositary and all Holders and
Beneficial Owners of ADRs issued thereunder. *
(a)(iii) Rule 144A Deposit Agreement, dated as of July 15, 1994, by and
among the Company, the Depositary, and all Holders and Beneficial Owners
from time to time of American Depositary Shares evidenced by ADRs issued
thereunder. *
(a)(iv) Amendment No. 2 to International Deposit Agreement, dated as of
September 30, 2002, by and among the Company, the Depositary, and all
Holders and Beneficial Owners from time to time of American Depositary
Shares evidenced by ADRs issued thereunder. *
(a)(v) Amendment No. 1 to International Deposit Agreement, dated as of
July 19, 1996, by and among the Company, the Depositary, and all Holders
and Beneficial Owners from time to time of American Depositary Shares
evidenced by ADRs issued thereunder. *
(a)(iv) International Deposit Agreement, dated as of July 15, 1994, by and
among the Company, the Depositary, and all Holders and Beneficial Owners
from time to time of American Depositary Shares evidenced by ADRs issued
thereunder. *
(b)(i) Letter Agreement, dated as of March 20, 2006, by and between the
Company and the Depositary. - Filed herewith as Exhibit (b)(i).
(b)(ii) Letter Agreement, dated as of September 15, 2004, by and between
the Company and the Depositary. *
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* Previously filed and incorporated by reference to the Registration
Statement on Form F-6, No. 333-119066.
* Previously filed and incorporated by reference to the Registration
Statement on Form F-6, No. 333-119066.
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(b)(iii) Letter Agreement, dated as of April 27, 2004, by and between the
Company and the Depositary. *
(b)(iv) Letter Agreement, dated as of July 31, 2003, by and between the
Company and the Depositary.*
(b)(v) Letter Agreement, dated as of August 19, 2002, by and between the
Company and the Depositary*
(b)(vi) Letter Agreement, dated as of August 13, 1996, by and between the
Company and the Depositary. *
(c) Every material contract relating to the deposited securities between
the Depositary and the Company in effect within the last three years. -
None.
(d) Opinion of Patricia Brigantic, counsel to the Depositary, as to the
legality of the securities to be registered. - Filed herewith as Exhibit
(d).
(e) Rule 466 Certification. - Filed herewith as Exhibit (e).
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. - Set forth on signature pages
hereto.
Item 4. UNDERTAKINGS
a) The Depositary hereby undertakes to make available at the principal
office of the Depositary in the United States, for inspection by holders of the
ADRs, any reports and communications received from the issuer of the deposited
securities which are both (1) received by the Depositary as the holder of the
deposited securities, and (2) made generally available to the holders of the
underlying securities by the issuer.
b) The Depositary hereby undertakes to prepare a separate document stating
the amount of any fee charged and describing the service for which it is charged
and to deliver promptly a copy of such fee schedule without charge to anyone
upon request. The Depositary undertakes to notify each registered holder of an
ADR thirty days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Citibank, N.A., on behalf of the legal entity created by the Amended
and Restated Deposit Agreement, dated as of September 24, 2004, by and among
Tata Motors Limited, Citibank, N.A., as depositary, and all Holders and
Beneficial Owners from time to time of American Depositary Shares issued
thereunder, certifies that it has reasonable grounds to believe that all the
requirements for filing on Form F-6 are met and has duly caused this
Registration Statement on Form F-6 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 26th day of February, 2007.
Legal entity created by the Amended and
Restated Deposit Agreement, dated as of
September 27, 2004, under which the
American Depositary Shares registered
hereunder are to be issued, each
American Depositary Share represents one
(1) ordinary share, par value Rs. 10 per
share, of Tata Motors Limited.
CITIBANK, N.A., solely in its capacity
as Depositary
By: /s/ Ana-Maria Carasso
------------------------------------
Name: Ana-Maria Carasso
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Tata Motors Limited certifies that it has reasonable grounds to believe that all
the requirements for filing on Form F-6 are met and has duly caused this
Registration Statement on Form F-6 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Mumbai, Republic of India on the 25th
day of February, 2007.
TATA MOTORS LIMITED
By: /s/ Praveen P. Kadle
------------------------------------
Name: Praveen P. Kadle
Title: Executive Director
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Mr. Ratan N. Tata, Chairman, Mr. Ravi
Kant, Managing Director, Mr. Praveen P. Kadle, Executive Director (Finance and
Corporate Affairs) and Mr. H.K. Sethna, Company Secretary or any of them, each
acting alone, to act as his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any or all amendments, including post-effective
amendments, and supplements to this Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the United States Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he/she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
following capacities as of February 25, 2007.
Name Title
/s/ Ravi Kant Managing Director
----------------------------
Name: Ravi Kant
/s/ Praveen P. Kadle Executive Director (Finance & Corporate
---------------------------- Affairs) (Principal Financial Officer)
Name: Praveen P. Kadle
/s/ P.Y. Gurav Principal Accounting Officer/Controller
----------------------------
Name: P.Y. Gurav
/s/ N.A. Soonawala Director
----------------------------
Name: N.A. Soonawala
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/s/ V.R. Mehta Director
----------------------------
Name: V.R. Mehta
/s/ R. Gopalakrishnan Director
----------------------------
Name: R. Gopalakrishnan
/s/ S.A. Naik Director
----------------------------
Name: S.A. Naik
/s/ S.M. Palia Director
----------------------------
Name: S.M. Palia
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF
Tata Motors Limited
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly
authorized representative in the United States of Tata Motors Limited, has
signed this Registration Statement on Form F-6 on the 25th day of February,
2007.
By: /s/ Bharat Wakhlu
----------------------------
Name: Bharat Wakhlu
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
------- -------- -------------
(a)(i) Amended and Restated
Deposit Agreement,
dated as of September 27, 2004
(b)(i) Letter Agreement, dated
March 20, 2006
(d) Opinion of counsel to the Depositary
(e) Certification under Rule 466
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