| SEC 1745 (02-02) |
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Tata Motors Limited
| (Name of Issuer) |
Ordinary Shares, par value Rs.10 per share
| (Title of Class of Securities) |
876568502
| (CUSIP Number) |
December 31, 2007
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 28
CUSIP No. 876568502
| 1. | Names of Reporting Persons.
Tata Sons Limited |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
The Republic of India |
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. Sole Voting Power
84487717 | |
| 6. Shared Voting Power
43974712 | ||
| 7. Sole Dispositive Power
84487717 | ||
| 8. Shared Dispositive Power
43974712 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
128817405 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares.
Not Applicable |
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| 11. | Percent of Class Represented by Amount in Row (9)
-33.4% |
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| 12. | Type of Reporting Person
CO |
Page 2 of 28
CUSIP No. 876568502
| 1. | Names of Reporting Persons.
Ewart Investments Limited |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
The Republic of India |
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. Sole Voting Power
501191 | |
| 6. Shared Voting Power
0 | ||
| 7. Sole Dispositive Power
501191 | ||
| 8. Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
128817405 |
|||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares.
Not Applicable |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
-33.4% |
|||
| 12. | Type of Reporting Person
CO |
Page 3 of 28
CUSIP No. 876568502
| 1. | Names of Reporting Persons.
Tata Steel Limited |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
The Republic of India |
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. Sole Voting Power
32378410 | |
| 6. Shared Voting Power
847973 | ||
| 7. Sole Dispositive Power
32378410 | ||
| 8. Shared Dispositive Power
847973 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
128817405 |
|||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares.
Not Applicable |
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| 11. | Percent of Class Represented by Amount in Row (9)
-33.4% |
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| 12. | Type of Reporting Person
CO |
Page 4 of 28
CUSIP No. 876568502
| 1. | Names of Reporting Persons.
Kalimati Investment Company Limited |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
The Republic of India |
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. Sole Voting Power
847973 | |
| 6. Shared Voting Power
0 | ||
| 7. Sole Dispositive Power
847973 | ||
| 8. Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
128817405 |
|||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares.
Not Applicable |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
-33.4% |
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| 12. | Type of Reporting Person
CO |
Page 5 of 28
CUSIP No. 876568502
| 1. | Names of Reporting Persons.
Tata Investment Corporation Limited |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
The Republic of India |
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. Sole Voting Power
1540000 | |
| 6. Shared Voting Power
0 | ||
| 7. Sole Dispositive Power
1540000 | ||
| 8. Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
128817405 |
|||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares.
Not Applicable |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
-33.4% |
|||
| 12. | Type of Reporting Person
CO |
Page 6 of 28
CUSIP No. 876568502
| 1. | Names of Reporting Persons.
Tata Industries Limited |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
The Republic of India |
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. Sole Voting Power
7734255 | |
| 6. Shared Voting Power
0 | ||
| 7. Sole Dispositive Power
7734255 | ||
| 8. Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
128817405 |
|||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares.
Not Applicable |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
-33.4% |
|||
| 12. | Type of Reporting Person
CO |
Page 7 of 28
CUSIP No. 876568502
| 1. | Names of Reporting Persons.
Tata AIG Life Insurance Company Limited |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
The Republic of India |
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. Sole Voting Power
11000 | |
| 6. Shared Voting Power
0 | ||
| 7. Sole Dispositive Power
11000 | ||
| 8. Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
128817405 |
|||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares.
Not Applicable |
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| 11. | Percent of Class Represented by Amount in Row (9)
-33.4% |
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| 12. | Type of Reporting Person
CO |
Page 8 of 28
CUSIP No. 876568502
| 1. | Names of Reporting Persons.
Tata International Limited |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
The Republic of India |
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. Sole Voting Power
270961 | |
| 6. Shared Voting Power
0 | ||
| 7. Sole Dispositive Power
270961 | ||
| 8. Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
128817405 |
|||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares.
Not Applicable |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
-33.4% |
|||
| 12. | Type of Reporting Person
CO |
Page 9 of 28
CUSIP No. 876568502
| 1. | Names of Reporting Persons.
Tata Chemicals Limited |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
The Republic of India |
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. Sole Voting Power
603207 | |
| 6. Shared Voting Power
1540000 | ||
| 7. Sole Dispositive Power
603207 | ||
| 8. Shared Dispositive Power
1540000 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
128817405 |
|||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares.
Not Applicable |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
-33.4% |
|||
| 12. | Type of Reporting Person
CO |
Page 10 of 28
CUSIP No. 876568502
| 1. | Names of Reporting Persons.
Tata Tea Limited |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
The Republic of India |
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Number of Shares Beneficially Owned by Each Reporting Person With
|
5. Sole Voting Power
20000 | |
| 6. Shared Voting Power
0 | ||
| 7. Sole Dispositive Power
20000 | ||
| 8. Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
128817405 |
|||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares.
Not Applicable |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
-33.4% |
|||
| 12. | Type of Reporting Person
CO |
Page 11 of 28
CUSIP No. 876568502
| 1. | Names of Reporting Persons.
Sir Ratan Tata Trust |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
The Republic of India |
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. Sole Voting Power
171840 | |
| 6. Shared Voting Power
0 | ||
| 7. Sole Dispositive Power
171840 | ||
| 8. Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
128817405 |
|||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares.
Not Applicable |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
-33.4% |
|||
| 12. | Type of Reporting Person
OO |
Page 12 of 28
CUSIP No. 876568502
| 1. | Names of Reporting Persons.
Sir Dorabji Tata Trust |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
The Republic of India |
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. Sole Voting Power
161792 | |
| 6. Shared Voting Power
0 | ||
| 7. Sole Dispositive Power
161792 | ||
| 8. Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
128817405 |
|||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares.
Not Applicable |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
-33.4% |
|||
| 12. | Type of Reporting Person
OO |
Page 13 of 28
CUSIP No. 876568502
| 1. | Names of Reporting Persons.
J R D Tata Trust |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
The Republic of India |
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. Sole Voting Power
21056 | |
| 6. Shared Voting Power
0 | ||
| 7. Sole Dispositive Power
21056 | ||
| 8. Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
128817405 |
|||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares.
Not Applicable |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
-33.4% |
|||
| 12. | Type of Reporting Person
OO |
Page 14 of 28
CUSIP No. 876568502
| 1. | Names of Reporting Persons.
Simto Investments Co. Ltd |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
The Republic of India |
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. Sole Voting Power
9682 | |
| 6. Shared Voting Power
0 | ||
| 7. Sole Dispositive Power
9682 | ||
| 8. Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
128817405 |
|||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares.
Not applicable |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
-33.4% |
|||
| 12. | Type of Reporting Person
CO |
Page 15 of 28
CUSIP No. 876568502
| 1. | Names of Reporting Persons.
Lady Tata Memorial Trust |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
The Republic of India |
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. Sole Voting Power
288 | |
| 6. Shared Voting Power
0 | ||
| 7. Sole Dispositive Power
288 | ||
| 8. Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
128817405 |
|||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares.
Not Applicable |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
-33.4% |
|||
| 12. | Type of Reporting Person
OO |
Page 16 of 28
CUSIP No. 876568502
| 1. | Names of Reporting Persons.
Af-taab Investments Company Limited |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
|||
| 4. | Citizenship or Place of Organization
The Republic of India |
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. Sole Voting Power
58033 | |
| 6. Shared Voting Power
0 | ||
| 7. Sole Dispositive Power
58033 | ||
| 8. Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
128817405 |
|||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares.
Not Applicable |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
-33.4% |
|||
| 12. | Type of Reporting Person
CO |
Page 17 of 28
| Item 1. | (a) |
Name of Issuer | ||||||||||
| Tata Motors Limited | ||||||||||||
| (b) |
Address of Issuer’s Principal Executive Offices | |||||||||||
| Bombay House, 24, Homi Mody Street, Mumbai – 400 001, Maharashtra, India | ||||||||||||
| Item 2. | (a) |
Name of Person Filing | ||||||||||
| Each of the following is hereinafter individually referred to as a ‘Reporting Person’ and collectively as the ‘Reporting Persons’. This statement is filed on behalf of -
Tata Sons Limited
Tata Steel Limited
Tata Investment Corporation Limited
Tata Industries Limited
Tata International Limited
Ewart Investments Limited
Tata Chemicals Limited
Tata Tea Limited
Sir Ratan Tata Trust
Kalimati Investment Company Limited
Sir Dorabji Tata Trust
J R D Tata Trust
Af-taab Investments Company Limited
Lady Tata Memorial Trust
Tata AIG Life Insurance Company Limited
Simto Investment Co. Ltd.
|
||||||||||||
| (b) |
Address of Principal Business Office or, if none, Residence: | |||||||||||
| The principal office of each Reporting Person except as mentioned below is Bombay House, 24, Homi Mody Street, Mumbai – 400 001, Maharashtra, India
Tata Tea Limited, 1 Bishop Lefroy Road, Calcutta – 20, India
Simto Investment Co. Limited, Voltas House, ‘A’ Block, Dr Babasaheb Ambedkar Road, Chinchpokli, Mumbai – 400 033 |
||||||||||||
| (c) |
Citizenship | |||||||||||
| Republic of India | ||||||||||||
| (d) |
Title of Class of Securities | |||||||||||
| Ordinary Shares, par value Rs.10 per share | ||||||||||||
| (e) |
CUSIP Number | |||||||||||
| 876568502 | ||||||||||||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||||||||||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||||||||||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||||||||||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||||||||||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | ||||||||||
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||||||||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||||||||||
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||||||||||
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||||||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||||||||
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||||||||||
Page 18 of 28
| Item 4. | Ownership. | |||||||||
| Incorporated by reference to Items (5) to (9) and (11) of the cover page. | ||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class | |||||||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. | ||||||||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||||||||
| Not Applicable | ||||||||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | |||||||||
| Not Applicable | ||||||||||
| Item 8. | Identification and Classification of Members of the Group | |||||||||
| By filing this Schedule 13G as a joint filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the ‘Act’), the Reporting Persons are not affirming the existence of a group. In addition, this Schedule 13G shall not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G as to which such Reporting Person may be deemed to have shared voting power or shared dispositive power as described in the cover pages of this Schedule 13G and in Exhibit 1 hereto.
By making this disclosure, the Reporting Persons expressly disclaim:
1. the existence of any group relating to their ownership of shares
2. any control relationship between any or all of the Reporting Persons
3. any beneficial ownership by any or all of the Reporting Persons |
||||||||||
| Item 9. | Notice of Dissolution of Group | |||||||||
| Not Applicable | ||||||||||
| Item 10. | Certification | |||||||||
| (a) Not Applicable
(b) Not applicable |
||||||||||
Page 19 of 28
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated : February 11, 2008 | ||
| Tata Sons Limited | ||
| By: | /s/ F N Subedar | |
| Name: | F N Subedar | |
| Title: | Attorney-in-fact* | |
| Ewart Investments Limited | ||
| By: | /s/ F N Subedar | |
| Name: | F N Subedar | |
| Title: | Attorney-in-fact* | |
| Tata Steel Limited | ||
| By: | /s/ F N Subedar | |
| Name: | F N Subedar | |
| Title: | Attorney-in-fact* | |
Page 20 of 28
| Kalimati Investment Company Limited | ||
| By: | /s/ F N Subedar | |
| Name: | F N Subedar | |
| Title: | Attorney-in-fact* | |
| Tata Investment Corporation Limited | ||
| By: | /s/ F N Subedar | |
| Name: | F N Subedar | |
| Title: | Attorney-in-fact* | |
| Tata Industries Limited | ||
| By: | /s/ F N Subedar | |
| Name: | F N Subedar | |
| Title: | Attorney-in-fact* | |
| Tata International Limited | ||
| By: | /s/ F N Subedar | |
| Name: | F N Subedar | |
| Title: | Attorney-in-fact* | |
| Tata Chemicals Limited | ||
| By: | /s/ F N Subedar | |
| Name: | F N Subedar | |
| Title: | Attorney-in-fact* | |
| Tata Tea Limited | ||
| By: | /s/ F N Subedar | |
| Name: | F N Subedar | |
| Title: | Attorney-in-fact* | |
| Sir Ratan Tata Trust | ||
| By: | /s/ F N Subedar | |
| Name: | F N Subedar | |
| Title: | Attorney-in-fact* | |
Page 21 of 28
| Sir Dorabji Tata Trust | ||
| By: | /s/ F N Subedar | |
| Name: | F N Subedar | |
| Title: | Attorney-in-fact* | |
| J R D Tata Trust | ||
| By: | /s/ F N Subedar | |
| Name: | F N Subedar | |
| Title: | Attorney-in-fact* | |
| Lady Tata Memorial Trust | ||
| By: | /s/ F N Subedar | |
| Name: | F N Subedar | |
| Title: | Attorney-in-fact* | |
| Af-taab Investments Company Limited | ||
| By: | /s/ F N Subedar | |
| Name: | F N Subedar | |
| Title: | Attorney-in-fact* | |
| Simto Investment Co. Ltd | ||
| By: | /s/ M. M. Miyajiwala | |
| Name: | M. M. Miyajiwala | |
| Title: | Director | |
| Tata AIG Life Insurance Company Limited | ||
| By: | /s/ F N Subedar | |
| Name: | F N Subedar | |
| Title: | Attorney-in-fact* | |
| * | Pursuant to Powers of Attorney dated as of February 14, 2005 and February 9, 2007 previously filed by certain of the Reporting Persons as Exhibit 3 to Schedule 13G on February 14, 2005 and Exhibit 3 to Amendment No.3 to Schedule 13G filed on February 12, 2007. |
| Attention: | Intentional misstatements or omissions of fact constitute Federal criminal violations | |
| (See 18 U.S.C. 1001) | ||
Page 22 of 28