SCRUTINIZER REPORT FOR THE COURT CONVENED MEETING OF UNSECURED CREDITORS OF TATA MOTORS FINANCE LIMITED

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1 SCRUTINIZER REPORT FOR THE COURT CONVENED MEETING OF UNSECURED CREDITORS OF TATA MOTORS FINANCE LIMITED To The Chairman, Tata Motors Finance Limited 10 th Floor, 106 A & B, Maker Chambers III, Nariman Point, Mumbai Dear Sir, I, V. N. Deodhar, proprietor of M/s V. N. Deodhar & Co., Company Secretaries having office at 4/3 Radha, 1 st Floor, Shastri Hall, Grant Road (West), Mumbai was appointed as Scrutinizer for the purpose of conducting the Ballot process in a fair and transparent manner for the resolution to be passed at the Court Convened Meeting of the Unsecured Creditors (Other than Trade Creditors) of Tata Motors Finance Limited (The Company) held on Monday, 26 th December,2016 at noon at Walchand Hirachand Hall, Indian Merchant Chambers, IMC Building, 4 th Floor, Churchgate, Mumbai and ascertaining the requisite majority on voting carried out as per provisions of the Companies Act, 2013 ("the Act"), We Submit our Report as under: 1. The Company sought approval of Unsecured Creditors (Other than Trade Creditors) to the following Resolution: RESOLVED THAT pursuant to the provisions of Sections 391 to 394 and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modifications or re-enactment thereof, for the time being in force) and applicable provisions if any, of the Companies Act, 2013, (including any statutory modifications or re-enactment thereof, for the time being in force) and the Article of Association of the Applicant Company, and subject to such approvals/ permissions/ sanctions of regulatory and other authorities as may be necessary, and subject to the sanction of the High Court of judicature at Bombay or any other competent court/ Tribunals, including such conditions and modifications as may be prescribed and/ or imposed by the said Court and or regulatory or other authorities while granting such approvals/ permissions/sanctions, the proposed Scheme of Arrangement between the Applicant Company and Sheba Properties Limited and their respective shareholders and creditors, placed before this meeting and initialed by the Chairman of this meeting for the purposes of identification, be and is hereby approved.

2 RESOLVED FURTHER THAT Mr. Hosang Sinor, Director, Mr. C. Ramakrishnan, Director, Mr. Shyam Mani, Managing Director, Mr. Samrat Gupta, Chief Financial Officer, Mr. Vinay Lavannis, Company Secretary and Mr. Anand Bang, Finance Controller of the Company (hereinafter referred to as the Authorized Persons ) be and are hereby severally authorized to do all such acts, deeds, matters and things, as may be considered necessary, to give effect to this Resolution and effectively implement the arrangements embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/ or imposed by the Hon ble High Court of judicature at Bombay or any other competent court/ tribunal while sanctioning the arrangements embodied in the Scheme or any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise to the Scheme, as the Board may deem fit and proper. 2. After the time fixed for voting by Chairman, Ballot box kept for voting was locked in my presence. 3. The locked ballot box was subsequently opened by me in the presence of two witness namely CA. Hrushikesh Deodhar and Mr. Santosh Kelkar and ballot papers were diligently scrutinized. 4. The Ballot Papers were reconciled with the records maintained by the Company and TSR Darashaw Limited, Registrar and Transfer Agent of Tata Motors Finance Limited and authorizations/ proxies lodged with the Company. 5. The Ballot Papers, which were incomplete and / or otherwise found defective have been treated as invalid and the same were not taken into account while counting the votes. 6. The result of Voting for Resolution is as under: i) Voted in favor of Resolution: Number of Unsecured Creditors voted Value of Debt (Rs. In Crore) Number of valid votes cast Value of Outstanding Unsecured Debt as per opening balance of 26/12/2016

3 Sr. No. Name of Unsecured Creditors 1 AXIS MUTUAL TRUSTEE LIMITED A/C AXIS MUTUAL A/C AXIS LIQUID A/C INE909H14KD5 2 IDFC ARBITRAGE INE909H14JS5 Address Value of Debt Number of (Rs. In Crore) votes (In Crores) IDFC CASH ISIN : INE909H14IF4 4 IDFC CASH ISIN : INE909H14KB9 5 IDFC SUPER SAVER INCOME - MEDIUM TERM ISIN : INE909H14IF4 6 SBI TREASURY ADVANTAGE ISIN : INE909H14IS7 SBI SG Global Securities Services Pvt. Ltd., Jeevan Seva Annexe Building, A Wing, Gr Floor, S V Road, Santacruz West, Mumbai Axis Bank Ltd Mittal Tower A, Wing 1 st Floor Nariman Point Mumbai ICICI PRUDENTIAL HDFC Bank Ltd

4 FIXED MATURITY PLAN SERIES DAYS PLAN B INE909H14JS5 9 ICICI PRUDENTIAL FLEXIBLE INCOME PLAN INE909H14JS5 10 ICICI PRUDENTIAL LIQUID PLAN INE909H14KA1 11 State Bank of Travancore Lodha I Think Techno Campus Off, Flr 8 Next To Kanjurmarg Rly Stn, Kanjurmarg - E Mumbai HDFC Bank Ltd Lodha I Think Techno Campus Off, Flr 8 Next To Kanjurmarg Rly Stn, Kanjurmarg - E Mumbai HDFC Bank Ltd Lodha I Think Techno Campus Off, Flr 8 Next To Kanjurmarg Rly Stn, Kanjurmarg - E Mumbai Corporate Finance Branch , Tulsiani Chambers, West Wing, 1st Floor, 212,Nariman Point, Mumbai J & K Bank 79-A Mehta House Bombay Samachar Marg Fort, Mum ICICI BANK LTD INE909H14JG0 Treasury Middle Office Group, 2nd Floor, North Tower, East Wing, ICICI Bank Tower, Bkc Syndicate Bank 10, Homji Street, 1st Floor, Fort, Mumbai HDFC BANK LTD INE909H14KE3 Peninsula Business Park Tower-B 4th Floor Lower Parel Mum

5 16 HDFC BANK LTD INE909H14KF0 17 RELIANCE CAPITAL TRUSTEE CO LTD A/C RELIANCE MONTHLY INCOME PLAN INE909H08030 Peninsula Business Park Tower-B 4th Floor Lower Parel Mum RELIANCE CAPITAL TRUSTEE CO LTD A/C RELIANCE MONTHLY INCOME PLAN 8 8 INE909H Vijaya Bank Industrial Finance Branch Kamadhenu Complex Opp- Polytechnic Ambavadi Ahmedabad Kamdhenu Complex, Ambawadi, Ahmedabad Oriental Bank of Large Corporate Commerce Branch Maker Tower f,181-a, 14th Floor Cuffe Parade Mum Bank of Baroda 1st Floor, 3 Walchand Hirachand Marg, Ballard Pier, Mumbai Bank of India Mumbai Large Corpotare Br. Bank Of India 4th Floor Mahatma Gandhi Road Fort Mum SUBRAMANIAN NILAKANTAN A/6 Shrinagar CHS Ltd, Off Lokhande

6 INE909H08113 Marg, Chembur, Mumbai Corporation Bank Bharat House, Ground Floor, 104, B.S. Marg, Fort, Mumbai BIRLA SUN LIFE TRUSTEE COMPANY PRIVATE LIMITED A/C BIRLA SUN LIFE SAVINGS INE909H14IG2 26 BIRLA SUN LIFE TRUSTEE COMPANY PRIVATE LIMITED A/C BIRLA SUN LIFE CASH MANAGER INE909H14JS5 27 BIRLA SUN LIFE TRUSTEE COMPANY PRIVATE LIMITED A/C BIRLA SUN LIFE SHORT TERM INE909H14JS5 28 HDFC TRUSTEE COMPANY LTD A/C HDFC LIQUID INE909H14KD5 CITIBANK N.A. FIFC-11 th Flr, G Block, Plot C-54 And C-55, BKC, Bandra-East, Mumbai CITIBANK N.A. FIFC-11 th Flr, G Block, Plot C-54 And C-55, BKC, Bandra-East, Mumbai CITIBANK N.A. FIFC-11 th Flr, G Block, Plot C-54 And C-55, BKC, Bandra-East, Mumbai HDFC Bank Ltd Lodha I Think Techno Campus Off, Flr 8 Next To Kanjurmarg Rly Stn, Kanjurmarg - E Mumbai Total

7 ii) Voted against the Resolution: Number of Unsecured Creditors voted Value of Debts (Rs. In Crore) Number of valid votes cast Value of Outstanding Unsecured Debt as per opening balance of 26/12/2016 Name of Unsecured Address Value of Debts (In Number of Creditors Rs. Crore ) votes ( In Crore) UNITED INDIA INSURANCE COMPANY LIMITED INE909H08071 No.24, Whites Road, Chennai iii) Invalid Votes*: Number of Unsecured Creditors voted Value of Debts as per opening balance of 26/12/2016 Number of valid votes cast 8 Nil Nil Nil Value of Outstanding Unsecured Debt as per opening balance of 26/12/2016

8 7. The Ballot Papers and all other relevant records were sealed and handed over to Company Secretary of the Tata Motors Finance Limited for safe keeping. We report that based on the said voting pattern the Resolution has been passed with requisite majority. For V.N. DEODHAR & CO. Place: Mumbai Dated: 27 th December, 2016 V N DEODHAR PROP FCS 1880 CP 898

SCRUTINIZER REPORT FOR THE COURT CONVENED MEETING OF SECURED CREDITORS OF TATA MOTORS FINANCE LIMITED

SCRUTINIZER REPORT FOR THE COURT CONVENED MEETING OF SECURED CREDITORS OF TATA MOTORS FINANCE LIMITED To The Chairman, Tata Motors Finance Limited 10 th Floor, 106 A & B, Maker Chambers III, Nariman Point,