1.  We have audited the attached Balance Sheet of TATA CONSULTANCY
 SERVICES LIMITED (the Company) as at March 31, 2011, the Profit and
 Loss Account and the Cash Flow Statement of the Company for the year
 ended on that date annexed thereto. These financial statements are the
 responsibility of the Companys Management.  Our responsibility is to
 express an opinion on these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India. Those standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by the Management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 3.  As required by the Companies (Auditors Report) Order, 2003
 (CARO) issued by the Central Government of India in terms of Section
 227(4A) of the Companies Act, 1956, we enclose in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the said
 Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report as follows:
 
 (a) we have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 (b) in our opinion, proper books of account as required by law have
 been kept by the Company so far as it appears from our examination of
 those books;
 
 (c) the Balance Sheet, the Profit and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (d) in our opinion, the Balance Sheet, the Profit and Loss Account and
 the Cash Flow Statement dealt with by this report are in compliance
 with the Accounting Standards referred to in Section 211(3C) of the
 Companies Act, 1956;
 
 (e) in our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31, 2011;
 
 (ii) in the case of the Profit and Loss Account, of the profit of the
 Company for the year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 5.  On the basis of the written representations received from the
 Directors, taken on record by the Board of Directors, none of the
 Directors is disqualified as on March 31, 2011 from being appointed as
 a director in terms of Section 274(1)(g) of the Companies Act, 1956.
 
 ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our
 report of even date)
 
 1.  Having regard to the nature of the Companys business / activities
 / result for the year, clause (xiii) of paragraph 4 of CARO is not
 applicable to the Company.
 
 2.  In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 (b) The fixed assets were physically verified during the year by the
 Management in accordance with a regular programme of verification
 which, in our opinion, provides for physical verification of the fixed
 assets at reasonable intervals. According to the information and
 explanation given to us, no material discrepancies were noticed on such
 verification.
 
 (c) The fixed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fixed assets of the Company.
 
 3.  In respect of its inventory:
 
 (a) As explained to us, the inventories were physically verified during
 the year by the Management at reasonable intervals.
 
 (b) In our opinion and according to the information and explanation
 given to us, the procedures of physical verification of inventories
 followed by the Management were reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company has maintained proper records of its
 inventories and no material discrepancies were noticed on physical
 verification.
 
 4.  In respect of unsecured loans granted by the Company to companies
 covered in the Register under Section 301 of the Companies Act, 1956
 and according to the information and explanations given to us -
 
 (a) During the year, the Company has not given any loans, secured or
 unsecured to companies, firms and other parties covered in the register
 maintained under Section 301 of the Act. At the year end, an amount
 outstanding against the loans granted to three subsidiaries aggregated
 to Rs. 483.29 crores. The maximum balance outstanding during the year was
 Rs. 519.47 crores.
 
 (b) The rate of interest and other terms and conditions of such loans
 are, in our opinion, prima facie not prejudicial to the interests of
 the Company.
 
 (c) The receipts of principal amounts and interest have been as per
 stipulations.
 
 (d) There are no overdue amounts and hence the provisions of sub-clause
 (d) of clause 4(iii) of CARO are not applicable to the Company.
 
 (e) The Company has not taken any loans, secured or unsecured, from
 companies, firms or other parties listed in the register maintained
 under Section 301 of the Companies Act, 1956. Therefore, the provisions
 of sub-clauses (e), (f) and (g) of clause 4(iii) of CARO are not
 applicable to the Company.
 
 5.  In our opinion and according to the information and explanations
 given to us, having regard to the explanations that some of the items
 purchased are of special nature and suitable alternative sources are
 not readily available for obtaining comparable quotations, there is an
 adequate internal control system commensurate with the size of the
 Company and the nature of its business with regard to purchases of
 inventory and fixed assets and the sale of goods and services. During
 the course of our audit, we have not observed any major weakness in
 such internal control system.
 
 6.  In respect of contracts or arrangements entered in the Register
 maintained in pursuance of Section 301 of the Companies Act, 1956, to
 the best of our knowledge and belief and according to the information
 and explanations given to us:
 
 (a) The particulars of contracts or arrangements referred to Section
 301 that were needed to be entered in the Register maintained under the
 said Section have been so entered.
 
 (b) Where each of such transaction is in excess of Rs. 5 lakhs in respect
 of any party, the transactions have been made at prices which are prima
 facie reasonable having regard to the prevailing market prices at the
 relevant time except in respect of certain purchases for which
 comparable quotations are not available and in respect of which we are
 unable to comment.
 
 7.  In our opinion and according to the information and explanations
 given to us, the Company has not accepted deposits from the public
 during the year. Therefore, the provisions of clause 4(vi) of CARO are
 not applicable to the Company.
 
 8.  In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 9.  We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules made by the Central Government for the
 maintenance of cost records under Section 209(1)(d) of the Companies
 Act, 1956 in respect to the manufacture of electronic products and are
 of the opinion that prima facie the prescribed accounts and records
 have been made and maintained. We have, however, not made a detailed
 examination of the records with a view to determining whether they are
 accurate or complete. To the best of our knowledge and according to the
 information and explanations given to us, the Central Government has
 not prescribed the maintenance of cost records for any other product or
 services of the Company.
 
 10.  According to the information and explanations given to us in
 respect of statutory dues:
 
 (a) The Company has generally been regular in depositing undisputed
 dues, including Provident Fund, Investor Education and Protection Fund,
 Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
 Tax, Custom Duty, Excise Duty, cess and other material statutory dues
 applicable to it with the appropriate authorities.
 
 (b) No undisputed amounts payable in respect of Provident Fund,
 Investor Education and Protection Fund, Employees State Insurance,
 Income Tax, Sales Tax, Customs Duty, Excise Duty and cess were in
 arrears, as at March 31, 2011 for a period of more than six months from
 the date they became payable.
 
 (c) Details of dues of Sales Tax, Service Tax and Income Tax which have
 not been deposited as at March 31, 2011 on account of disputes are
 given below:
 
 Particulars   Period to which the
                 amount relates           Forum where
                                          the dispute         Amount
                                          is pending        (Rs. crores)
 
 Sales Tax    2001 – 02, 2003 – 04, 2004 
              – 05, 2005 – 06, 2006 – 07,  High Court         7.60
 
              2007 – 08, 2008 – 09, 2009 
              – 10, 2010 – 11
 
              2002 – 03, 2003 – 04, 2004 
              – 05, 2005 – 06, 2006 – 07   Tribunal           7.67
 
              2004 – 05, 2007 – 08, 
              2008 – 09, 2009 – 10       Deputy Commissioner 11.96
 
              2001 – 02, 2002 – 03       Commissioner of 
                                         Sales Tax            0.03
 
              2002 – 2003, 2004 – 05, 
              2005 – 06, 2006 – 07,      Joint Commissioner   9.77
              2007 – 08, 2008 – 09
 
              2001 – 02, 2003 – 04, 
              2005 – 06                 Assistant Commissioner1.02
 
              2006 – 07               Additional Commissioner 2.78
 
 Service Tax  2004 – 05, 2005 – 06, 
              2006 – 07, 2007 – 08       Commissioner of 
                                         Service Tax          3.23
 
 Income Tax   2006 – 07                  Commissioner of
                                         Income Tax         209.77
                                         (Appeals)
 
 11.  The Company does not have accumulated losses. The Company has not
 incurred cash losses during the financial year covered by our audit and
 in the immediately preceding financial year.
 
 12.  In our opinion and according to the information and explanations
 given to us, the Company did not have any amount outstanding to a
 financial institution or a bank. Therefore the provisions of clause
 (xi) of paragraph 4 of CARO are not applicable.
 
 13.  In our opinion and according to the information and explanations
 given to us, the Company has not granted loans and advances on the
 basis of security by way of pledge of shares, debentures and other
 securities.
 
 14.  In our opinion and according to the information and explanations
 given to us, the Company is not dealing in shares, securities and
 debentures. Therefore, the provisions of clause 4(xiv) of CARO are not
 applicable to the Company.
 
 15.  In our opinion and according to the information and explanations
 given to us, having regard to the fact that the subsidiary is wholly
 owned the terms and conditions of the guarantee given by the Company
 for loan taken by the subsidiary from a bank are not prima facie
 prejudicial to the interest of the Company.
 
 16.  In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purpose for which
 they were raised.
 
 17.  In our opinion and according to the information and explanations
 given to us and on an overall examination of the Balance Sheet of the
 Company, we report that funds raised on short-term basis have not been
 used during the year for long- term investment.
 
 18.  According to the information and explanations given to us, during
 the period covered by our audit, the Company has not made preferential
 allotment of equity shares to parties and companies covered in the
 register maintained under Section 301 of the Companies Act, 1956.
 
 19.  According to the information and explanations given to us, during
 the year covered by our report, the Company has not issued any secured
 debentures.
 
 20.  During the year covered by our report, the Company has not raised
 any money by way of public issue.
 
 21.  To the best of our knowledge and belief and according to the
 information and explanations given to us, no material fraud on or by
 the Company has been noticed or reported during the course of our
 audit.
 
 For DELOITTE HASKINS & SELLS
 
 Chartered Accountants
 
 (Registration No.117366W)
 
 N. VENKATRAM
 
 Partner
 
 (Membership No. 71387)
 Mumbai, April 21, 2011