SECURITIES AND EXCHANGE COMMISSION FORM 6-K Current report of foreign issuer pursuant to Rules 13a-16 and 15d-16 Amendments Filing Date: 2019-06-28 | Period of Report: 2019-06-28 SEC Accession No. 0001564590-19-023948 (HTML Version on secdatabase.com) FILER TATA MOTORS LTD/FI Business Address 24 HOMI MODY ST CIK:926042| IRS No.: 000000000 HUTATMA CHOWK K7 Type: 6-K | Act: 34 | File No.: 001-32294 | Film No.: 19927269 400001 SIC: 3711 Motor vehicles & passenger car bodies Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the Month of June 2019 Commission File Number: 001-32294 TATA MOTORS LIMITED (Translation of registrant’s name into English) BOMBAY HOUSE 24, HOMI MODY STREET, MUMBAI 400 001, MAHARASHTRA, INDIA Telephone # 91 22 6665 8282 Fax # 91 22 6665 7799 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes ☐ No ☒ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes ☐ No ☒ Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EXHIBIT INDEX Exhibit Description 99.1 Form 6K dated June 28, 2019 along with the Press Release. Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised. Tata Motors Limited By: /s/ Hoshang K Sethna Name: Hoshang K Sethna Title: Company Secretary Dated: June 28, 2019 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exhibit 99.1 TATA MOTORS LIMITED Bombay House 24, Homi Mody Street, Mumbai 400 001, Maharashtra, India Notice of the Meeting of the Equity Shareholders of Tata Motors Limited to be convened pursuant to the directions of the Hon'ble National Company Law Tribunal, Mumbai Bench Mumbai, June 27, 2019: Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, reproduced below is the Notice dated June 21, 2019 for convening the Meeting of the Equity Shareholders of Tata Motors Limited as directed by the Hon'ble National Company Law Tribunal, Mumbai Bench on Tuesday, July 30 , 2019 at 1 :30 p.m. IST at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai- 400020 for the purpose of approving, the proposed Scheme of Arrangement between the Company and Tata Advanced Systems Limited and their respective shareholders and creditors. The Notice is also available on the Company's website at www.tatamotors.com. Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TATA MOTORS LIMITED Corporate Identification No. (CIN) - L28920MH1945PLC004520 Registered Office: Bombay House, 24, Homi Mody Street, Mumbai - 400 001 Tel: +91 22 6665 8282 E-mail: [email protected] Website: www.tatamotors.com MEETING OF THE EQUITY SHAREHOLDERS OF TATA MOTORS LIMITED CONVENED PURSUANT TO THE DIRECTIONS OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH NOTICE TO EQUITY SHAREHOLDERS Day Tuesday Date July 30, 2019 Time 1:30 p.m. IST Venue Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai - 400020.POSTAL BALLOT AND REMOTE E-VOTING Commencing on Sunday, June 30, 2019 at 9:00 a.m. IST Ending on Monday, July 29, 2019 at 5:00 p.m. IST Sr. No. Contents Page No. 1. Notice of meeting of the equity shareholders of Tata Motors Limited convened as per the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench. 1-3 2. Explanatory Statement under Section 230(3) read with Section 102 and other applicable provisions of the Companies Act, 2013. 4-12 3. Route Map for the venue of meeting. 13 4. Scheme of Arrangement between Tata Motors Limited (“Transferor Company”/ “the Company”) and Tata Advanced Systems Limited (“Transferee Company”) and their respective shareholders and creditors under Sections 230-232 of the Companies Act, 2013 as Annexure A. 14-34 5. Valuation Report dated February 13, 2018 by Vora and Associates, Independent Chartered Accountants, setting out the valuation of the Defense Undertaking of the Company being transferred to the Transferee Company and letter dated October 10, 2018 of the said Valuer giving details in the SEBI required format as Annexures B1 and B2 respectively. 35-43 44-45 6. Fairness Opinion dated February 19, 2018 by Kotak Mahindra Capital Company Limited stating that the consideration at which the Scheme envisages the transfer of the Defense Undertaking of the Company to the Transferee Company, is fair from a financial point of view to the Transferor Company as Annexure C. 46-49 7. Observation letter dated January 16, 2019 issued by BSE Limited ("BSE") as Annexure D. 50-51 8. Observation letter dated January 16, 2019 issued by the National Stock Exchange of India Limited ("NSE") as Annexure E. 52-53 9. Complaint report dated October 5, 2018 filed with BSE as Annexure F. 54-55 10. Complaint reports dated November 9, 2018 and November 14, 2018 filed with NSE as Annexures G1 and G2 respectively. 56-57 58-59 11. Reports adopted by the Board of Directors of the Transferor Company dated May 3, 2018 and by the Board of Directors of the Transferee Company dated June 25, 2018 as required under Section 232(2)(c) of the Companies Act, 2013 as Annexures H1 and H2 respectively. 60-62 63-65 12. Information pertaining to the Transferee Company in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as Annexure I. 66-77 13. Postal Ballot Form with instructions. 78-79 14. Attendance Slip and Proxy Form. Loose leaf 15. Business Reply Envelope. Insertion Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT MUMBAI COMPANY SCHEME APPLICATION NO. 398 OF 2019 In the matter of the Companies Act, 2013; And In the matter of Application under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; And In the matter of Scheme of Arrangement between Tata Motors Limited (“the Transferor Company” or “the Applicant Company” or “the Company”) and Tata Advanced Systems Limited (“the Transferee Company”) and their respective shareholders and creditors. Tata Motors Limited [CIN: L28920MH1945PLC004520], a company incorporated under the provisions of the Indian Companies Act, 1913 and having its registered office at Bombay House, 24, Homi Mody Street, Mumbai 400001. ))))) … Applicant Company NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF TATA MOTORS LIMITED To The equity shareholders of Tata Motors Limited TAKE NOTICE that by the Orders dated May 6, 2019 and June 3, 2019 in the above mentioned Company Scheme Application (“Orders”), the Hon’ble National Company Law Tribunal, Mumbai Bench (“Hon’ble Tribunal” or “NCLT”) has directed inter alia that a meeting of the equity shareholders of the Company, be convened and held at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai 400020 on Tuesday, July 30, 2019 at 1:30 p.m. IST to consider and, if thought fit, to approve the proposed Scheme of Arrangement between Tata Motors Limited and Tata Advanced Systems Limited and their respective shareholders and creditors (“the Scheme”). The Scheme, if approved by the equity shareholders, will be subject to the subsequent approval of the Hon’ble Tribunal. TAKE FURTHER NOTICE that in pursuance of the Orders and as directed therein, a meeting of the equity shareholders of the Company will be held at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai 400020 on Tuesday, July 30, 2019 at 1:30 p.m. IST at which place, day, date and time, you are requested to attend. TAKE FURTHER NOTICE that a copy of the Scheme, Notice and the Explanatory Statement, Form of Proxy, Attendance Slip and Postal Ballot Form and other annexures as stated in the Index are enclosed herewith. A copy of the Scheme, the said Explanatory Statement and Form of Proxy can be obtained free of charge at the registered office of the Company. Persons entitled to attend and vote at the meeting, may vote in person or by proxy, provided that all proxies in the prescribed form are deposited at the registered office of the Company not later than 48 hours before the meeting. The Hon’ble Tribunal has appointed Mr Nasser Munjee (DIN: 00010180), Independent Director of the Company or failing him, Mr Om Prakash Bhatt (DIN: 00548091), Independent Director of the Company to be the Chairman of the meeting. The voting rights of the shareholders shall be in proportion to their shareholding in the Company as on the close of business hours of Friday, June 14, 2019 (“cut-off date”). In accordance with the applicable regulatory provisions, in addition to casting of votes at the meeting, the Company has provided equity shareholders with the facility of casting their votes either by way of postal ballot or by way of remote e-voting using facility offered by the National Securities Depository Limited (“NSDL”).