We have audited the accompanying financial statements of TATA MOTORS
LIMITE !"the #ompany"$% &hich comprise the 'alance Sheet as at March ()% *+),% the Statement of -rofit and Loss and the #ash Flo& Statement for the year then ended% and a summary of the significant accounting policies and other e.planatory information/ Management00s Responsi1ility for the Financial Statements The #ompany00s Management is responsi1le for the preparation of these financial statements that give a true and fair vie& of the financial position% financia performance and cash flo&s of the #ompany in accordance &ith the Accounting Standards notified under the #ompanies Act% )234 !"the Act"$ !&hich continue to 1e applica1le in respect of Section )(( of the #ompanies Act% *+)( in terms of 5eneral #ircular )36*+)( dated Septem1er )(% *+)( of the Ministry of #orporate Affairs$ and in accordance &ith the accounting principles generally accepted in India/ This responsi1ility includes the design% implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair vie& and are free from materia misstatement% &hether due to fraud or error/ Auditors00Responsi1ility Our responsi1ility is to e.press an opinion on these financial statements 1ased on our audit/ We conducted our audit in accordance &ith the Standards on Auditing issued 1y the Institute of #hartered Accountants of India/ Those Standards reguire that &e comply &ith ethical reguirements and plan and perform the audit to o1tain reasona1le assurance a1out &hether the financial statements are free from material misstatement/ An audit involves performing procedures to o1tain audit evidence a1out the amounts and the disclosures in the financial statements/ The procedures selected depend on the auditor00s 7udgment% including the assessment of the ris8s of material misstatement of the financial statements% &hether due to fraud or error/ In ma8ing those ris8 assessments% the auditor considers internal control relevant to the #ompany00s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances% 1ut not for the purpose of e.pressing an opinion on the effectiveness of the #ompany00s internal control/ An audit also includes evaluating the appropriateness of the accounting policies used and the reasona1leness of the accounting estimates made 1y the Management% as &ell as evaluating the overall presentation of the financial statements/ We 1elieve that the audit evidence &e have o1tained is sufficient and appropriate to provide a 1asis for our audit opinion/ Opinion In our opinion and to the 1est of our information and according to the e.planations given to us% the aforesaid financial statements give the information reguired 1y the Act in the manner so reguired and give a true and fair vie& in conformity &ith the accounting principles generally accepted in India9 !a$ in the case of the 'alance Sheet% of the state of affairs of the #ompany as at March ()%*+),: !1$ in the case of the Statement of -rofit and Loss% of the profit of the #ompany for the year ended on that date: and !c$ in the case of the #ash Flo& Statement% of the cash flo&s of the #ompany for the year ended on that date/ Report on Other Legal and Regulatory Re;uirements )/ As reguired 1y the #ompanies !Auditor00s Report$ Order% *++( !"the Order"$ issued 1y the #entral 5overnment in terms of Section ** <!,A$ of the Act% &e give in the Anne.ure a statement on the matters specified in paragraphs , and 3 of the Order/ */ As reguired 1y Section **<!($ of the Act% &e report that9 !a$ We have o1tained all the information and e.planations &hich to the 1est of our 8no&ledge and 1elief &ere necessary for the purposes of our audit/ !1$ In our opinion% proper 1oo8s of account as reguired 1y la& have 1een 8ept 1y the #ompany so far as it appears from our e.amination of those 1oo8s/ !c$ The 'alance Sheet% the Statement of -rofit and Loss% and the #ash Flo& Statement dealt &ith 1y this Report are in agreement &ith the 1oo8s of account/ !d$ In our opinion% the 'alance Sheet% the Statement of -rofit and Loss% and the #ash Flo& Statement comply &ith the Accounting Standards notified under the Act !&hich continue to 1e applica1le in respect of Section )(( of the #ompanies Act% *+)( in terms of 5eneral #ircular )36*+)( dated Septem1er )(%*+)( of the Ministry of #orporate Affairs$/ !e$ On the 1asis of the &ritten representations received from the directors as on March ()%*+), ta8en on record 1y the 'oard of irectors% none of the directors is dis;ualified as on March ()%*+), from 1eing appointed as a director in terms of Section *<,!l$!g$ of the Act/ !Referred to in paragraph ) under "Report on Other Legal and Regulatory Re;uirements" section of our report of even date to the Mem1ers of Tata Motors Limited$ !i$ =aving regard to the nature of the #ompany00s 1usiness 6 activities 6 results during the year% clauses !.iii$ and !.iv$ of paragraph , of the Order are not applica1le to the #ompany !ii$ In respect of its fi.ed assets9 !a$ The #ompany has maintained proper records sho&ing full particulars% including guantitative details and situation of fi.ed assets: !1$ The fi.ed assets &ere physically verified during the year 1y the Management in accordance &ith a regular programme of verification &hich% in our opinion% provides for physical verification of all the fi.ed assets at reasona1le intervals/ According to the information and e.planation given to us% no material discrepancies &ere noticed on such verification: !c$ The fi.ed assets disposed off during the year% in our opinion% do not constitute a su1stantial part of the fi.ed assets of the #ompany and such disposal has% in our opinion% not affected the going concern status of the #ompany !iii$ In respect of its inventories9 !a$ As e.plained to us% the stoc8 of finished goods and &or8>in>progress in the #ompany00s custody have 1een physically verified 1y the Management as at the end of the financial year% 1efore the year>end or after the year>end% other than a significant part of the spare parts held for sale% and ra& materials in the #ompany00s custody for 1oth of &hich% there is a perpetual inventory system and a su1stantial portion of the stoc8s have 1een verified during the year/ In our opinion% the freguency of verification is reasona1le/ In case of materials and spare parts held for sale lying &ith the third parties% certificates confirming stoc8s have 1een received periodically for stoc8s held during the year and for a su1stantial portion of such stoc8s held at the year>end: !1$ In our opinion and according to the information and e.planations given to us% the procedures of physical verification of inventories follo&ed 1y the Management &ere reasona1le and adeguate in relation to the si?e of the #ompany and the nature of its 1usiness: !c$ In our opinion and according to the information and e.planations given to us% the #ompany has maintained proper records of its inventories and no material discrepancies &ere noticed on physical verification/ !iv$ In respect of loans% secured or unsecured% granted 1y the #ompany to companies% firms or other parties covered in the Register maintained under Section (+) of the #ompanies Act% )234% according to the information and e.planations given to us9 !a$ The #ompany has granted unsecured loans aggregating Rs/),4/*@ crores to t&o parties during the year/ At the year>end% the outstanding 1alances of such loans granted aggregated Rs/34*/42 crores !num1er of parties >three$ and the ma.imum amount involved during the year &asRs/ @<3/)@ crores !num1er of parties > four$/ !1$ The rate of interest and other terms and conditions of such loans are% in our opinion% prima facie not pre7udicial to the interests of the #ompany having regard to the 1usiness relationship &ith the companies to &hom loans have 1een granted/ !c$ The receipts of principal amounts have 1een as per stipulations/ =o&ever% there are delays in receipt of interest/ !d$ In respect of overdue interest amounts of over Rs/ ) la8h remaining outstanding as at the year>end% as e.plained to us% Management has ta8en reasona1le steps for recovery of the interest amount/ In respect of loans% secured or unsecured% ta8en 1y the #ompany from companies% firms or other parties covered in the Register maintained under Section (+) of the #ompanies Act% )234% according to the information and e.planations given to us9 The #ompany has not ta8en any loans from such parties during the year accordingly clauses !iii$ !1$ to !iii$ !d$ of -aragraph , of the #ompanies !Auditor00s Report$ Order% *++( are not applica1le to the #ompany/ !v$ In our opinion and according to the information and e.planations given to us% having regard to the e.planations that some of the items purchased are of special nature and suita1le alternative sources are not readily availa1le for o1taining compara1le guotations% there is an adeguate internal control system commensurate &ith the si?e of the #ompany and the nature of its 1usiness &ith regard to purchases of inventory and fi.ed assets and the sale of goods and services/ uring the course of our audit% &e have not o1served any ma7or &ea8ness in such internal control system/ !vi$ In respect of contracts or arrangements entered in the Register maintained in pursuance of Section (+) of the #ompanies Act% )234% to the 1est of our 8no&ledge and 1elief and according to the information and e.planations given to us9 !a$ The particulars of contracts or arrangements referred to in Section (+) that needed to 1e entered in the Register maintained under the said Section have 1een so entered/ !1$ Where each of such transaction !e.cluding loans reported under paragraph !iv$ a1ove$ is in e.cess of Rs/ 3 la8hs in respect of any party% having regard to our comments in paragraph !v$ a1ove% the transactions have 1een made at prices &hich are prima facie reasona1le having regard to the prevailing mar8et prices at the relevant time% other than certain purchases &hich are of a special nature for &hich compara1le guotations are not availa1le and in respect of &hich &e are% therefore% una1le to comment if the transactions have 1een carried out at prices having regard to the prevailing mar8et prices at the relevant time/ !vii$ In our opinion and according to the information and e.planations given to us% the #ompany has complied &ith the provisions of Sections 3@A% 3@AA or any other relevant provisions of the #ompanies Act% )234 and the #ompanies !Acceptance of eposits$ Rules% )2<3 &ith regard to the deposits accepted from the pu1lic/ According to the information and e.planations given to us% no order has 1een passed 1y the #ompany La& 'oard or the Aational #ompany La& Tri1unal or the Reserve 'an8 of India or any #ourt or any other Tri1unal/ !viii$ In our opinion% the #ompany has an adeguate internal audit system commensurate &ith the si?e and the nature of its 1usiness/ !i.$ We have 1roadly revie&ed the cost records maintained 1y the #ompany pursuant to the #ompanies !#ost Accounting Records$ Rules% *+)) prescri1ed 1y the #entral 5overnment under Section *+2 !)$ !d$ of the #ompanies Act% )234 and are of the opinion that prima facie% the prescri1ed cost records have 1een made and maintained/ We have% ho&ever% not made a detailed e.amination of the cost records &ith a vie& to determine &hether they are accurate or complete/ !.$ According to the information and e.planations given to us in respect of statutory dues9 !a$ The #ompany has generally 1een regular in depositing undisputed statutory dues% including -rovident Fund% Investor Education and -rotection Fund% Employees00State Insurance% Income>ta.% Sales Ta.% Wealth Ta.% Service Ta.% #ustoms uty% E.cise uty% #ess and other material statutory dues applica1le to it &ith the appropriate authorities/ We are informed 1y the #ompany that the Employees00States Insurance Act% )2,@ is applica1le only to certain locations of the #ompany/ With regard to the contri1ution under the Employees00 eposit Lin8ed Insurance Scheme% )2<4 !the Scheme$% &e are informed that the #ompany has its o&n Life #over Scheme% and conseguently% an application has 1een made see8ing an e.tension of e.emption from contri1ution to the Scheme% &hich is a&aited/ !1$ There &ere no undisputed amounts paya1le in respect of -rovident Fund% Investor Education and -rotection Fund% Employees00State Insurance% Income>ta.% Sales Ta.% Wealth Ta.% Service Ta.% #ustoms uty% E.cise uty% #ess and other material statutory dues in arrears as at March ()%*+), for a period of more than si. months from the date they 1ecame paya1le/ !.i$ The #ompany does not have any accumulated losses at the end of the financial year and the #ompany has not incurred cash losses during the financial year covered 1y our audit and in the immediately preceding financial year/ !.ii$ In our opinion and according to the information and e.planations given to us% the #ompany has not defaulted in the repayment of dues to financial institutions% 1an8s and de1enture holders/ !.iii$ 'ased on our e.amination of the records and the information and e.planations given to us% the #ompany has not granted any loans and advances on the 1asis of security 1y &ay of pledge of shares% de1entures and other securities/ !.iv$ According to the information and e.planations given to us% the #ompany has not given guarantees for loans ta8en 1y others from 1an8s or financial institutions/ !.v$ In our opinion and according to the information and e.planations given to us% the term loans have 1een applied 1y the #ompany during the year for the purposes for &hich they &ere o1tained/ !.vi$ In our opinion and according to the information and e.planations given to us% and on an overall e.amination of the 'alance Sheet of the #ompany% &e report that funds raised on short>term 1asis aggregatingRs/ ))%3*)/*+ crores have 1een used for long>term investments/ Further the #ompany has e.plained that steps are 1eing ta8en to augment long term funds/ !.vii$ uring the year the #ompany has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section (+) of the #ompanies Act% )234/ !.viii$ uring the period covered 1y our audit report% the #ompany has not issued any secured de1entures/ !.i.$ According to the information and e.planations given to us% during the year covered 1y our audit report% the #ompany has not raised any money 1y pu1lic issue/ !..$ To the 1est of our 8no&ledge and according to the information and e.planations given to us% no fraud 1y the #ompany and no material fraud on the #ompany has 1een noticed or reported during the year/ For ELOITTE =ASBIAS C SELLS LL- #hartered Accountants !Firm Registration Ao/ ))<(44W6W>)+++)@$ '/ -/ S=ROFF -artner !Mem1ership Ao/ (,(@*$ MDM'AI%May *2%*+),