1.  We have audited the attached Balance Sheet of TATA INVESTMENT
 CORPORATION LIMITED (the Com- pany) as at 31st March, 2011, the
 Profit and Loss Account and the Cash Flow Statement of the Company for
 the year ended on that date, both 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 the 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 the disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and the significant estimates
 made by the Management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reason-
 able basis for our opinion.
 
 3.  As required by the Companies (Auditors Report) Order, 2003 (CARO)
 issued by the Central Government in terms of Section 227(4A) of the
 Companies Act, 1956, we give 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 that:
 
 i.  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; ii.  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; iii.  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; iv.  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;
 
 v.  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:
 
 (a) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2011;
 
 (b) in the case of the Profit and Loss Account, of the profit of the
 Company for the year ended on that date; and
 
 (c) 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 from the directors as
 on 31st March, 2011 taken on record by the Board of Directors, we
 report that none of the directors is disqualified as on 31st March,
 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)
 
 (i) Having regard to the nature of the Companys
 business/activities/result, clauses (ii), (viii), (x), (xi), (xii),
 (xiii), (xv), (xvi), (xviii), (xix) and (xx) of CARO are not applicable
 to the company.
 
 (ii) In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of the 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 all 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
 and such disposal has, in our opinion, not affected the going concern
 status of the Company.
 
 (iii) 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.
 
 In respect of loans, secured or unsecured, granted by the Company to
 companies, firms or other parties covered in the Register under Section
 301 of the Companies Act, 1956, according to the information and
 explanations given to us:
 
 (a) The Company has granted loans aggregating Rs.8,700 lakhs to six
 parties during the year. At the year-end, the outstanding balances of
 such loans aggregated Rs.3,200 lakhs (number of parties - 3) and the
 maximum amount involved during the year was Rs.6,700 lakhs (number of
 parties - 7).
 
 (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 regular/as
 per stipulations.
 
 (d) There is no overdue amounts remaining outstanding as at the
 year-end.
 
 (iv) In our opinion and according to the information and explanations
 given to us, 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 fixed assets. During the course of our audit, we have
 not observed any major weakness in such internal control system.
 
 (v) 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 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.
 
 (vi) According to the information and explanations given to us, the
 Company has not accepted any deposit from the public during the year.
 In respect of unclaimed deposits, the Company has complied with the
 provisions of Sections 58A & 58AA or any other relevant provisions of
 the Companies Act, 1956
 
 (vii) In our opinion, the internal audit functions carried out during
 the year by a firm of Chartered Accountants appointed by the Mangement
 have been commensurate with the size of the Company and the nature of
 its business.
 
 (viii) 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) There were no undisputed amounts payable in respect of Income-tax,
 Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory
 dues in arrears as at 31st March, 2011 for a period of more than six
 months from the date they became payable.
 
 (c) There were no dues of Income-tax, Sales-tax, Wealth Tax, Service
 Tax, Customs duty, Excise duty and cess, to the extent applicable,
 which have not been deposited on account of any dispute.
 
 (ix) Based on our examination of the records and evaluations of the
 related internal controls in respect of current investments, the
 Company has maintained proper records of the transactions and contracts
 in respect of its dealing in shares, securities, debentures and other
 investments as applicable and timely entries have been made therein.
 The aforesaid securities have been held by the Company in its own name.
 
 (x) In our opinion and according to the information and explanations
 given to us and on an overall examination of the Balance Sheet, we
 report that funds raised on short-term basis have not been used during
 the year for long- term investment.
 
 (xi) To the best of our knowledge and according to the information and
 explanations given to us, no fraud by the Company and no fraud on the
 Company has been noticed or reported during the year.
 
                                    For DELOITTE HASKINS & SELLS
 
                                           Chartered Accountants
                                        (Registration No.117365W)
 
                                                      H. L. Shah
 
                                                         Partner
 Mumbai, 10th May, 2011.                  (Membership No. 33590)