| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING |
OMB APPROVAL | |||
| OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response. . . 2.50 | ||||
| SEC FILE NUMBER 1-32294 | ||||
| CUSIP NUMBER
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| (Check one): |
¨ Form 10-K x Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR | |
| For Period Ended: March 31, 2009 | ||
| ¨ Transition Report on Form 10-K | ||
| ¨ Transition Report on Form 20-F | ||
| ¨ Transition Report on Form 11-K | ||
| ¨ Transition Report on Form 10-Q | ||
| ¨ Transition Report on Form N-SAR | ||
| For the Transition Period Ended: | ||
| Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
| Tata Motors Limited |
| Full Name of Registrant |
| N/A |
| Former Name if Applicable |
| Bombay House, 24, Homi Mody Street |
| Address of Principal Executive Office (Street and Number) |
| Mumbai 400 001, India |
| City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| x |
(a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense | ||
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |||
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Effective April 1, 2008, the Registrant changed its accounting policies from accounting principles generally accepted in India to comply with International Financial Reporting Standards (“IFRS”), using April 1, 2007 as the transition date. The Registrant’s consolidated financial statements for its fiscal year ended March 31, 2009 are its first annual financial statements to comply with IFRS. Until the adoption of IFRS, the financial statements included in the Registrant’s annual reports on Form 20-F were prepared in accordance with accounting principles generally accepted in the United States. The Registrant’s first-time preparation of Form 20-F using IFRS has proven to be more complex than expected. For this reason, the Registrant is unable to complete the reconciliation and the necessary review procedures to complete and file its Form 20-F within the prescribed time period without unreasonable effort and expense.
The Registrant’s Annual Report on Form 20-F for its fiscal year ended March 31, 2009 will be filed on or before the 15th calendar day following the prescribed due date.
| SEC 1344 (04-09) | 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. |
(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| C. Ramakrishnan | +9122 6665 7218 | |||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). x Yes ¨ No |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? x Yes ¨ No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
During the fiscal year ended March 31, 2009 the Registrant completed a significant acquisition from The Ford Motor Company of Ford’s former Jaguar and Land Rover automobile and sport utility vehicle businesses. This acquisition was completed as of June 2, 2008 and the results of operations of Jaguar Land Rover will be reflected in the Registrant’s earnings statements to be included in the Registrant’s Annual Report on Form 20-F for the year ended March 31, 2009 from the date of such acquisition. This will result in a significant change in the Registrant’s results of operations from the corresponding period for the Registrant’s last fiscal year. In addition, the effects of the recent worldwide economic crisis have had a significant adverse impact on the global automotive industry, and have adversely affected the Registrant’s sales and results of operations. The quantification of these changes in the Registrant’s results of operations from the corresponding period in the last fiscal year will be reflected in the Registrant’s financial statements prepared using IFRS to be included in the Registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2009 when filed.
| Tata Motors Limited |
| (Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date |
October 1, 2009 | By | /s/ C. Ramakrishnan | |||
| Name: | C. Ramakrishnan | |||||
| Title: | Chief Financial Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
| ATTENTION | ||||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
| 1. | This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934. |
| 2. | One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files. |
| 3. | A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered. |
| 4. | Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification. |
| 5. | Electronic Filers: This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter). |
| 6. | Interactive data submissions. This form shall not be used by electronic filers with respect to the submission or posting of an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this chapter). |