1.  We have audited the attached Balance Sheet of TATA MOTORS LIMITED
 (the Company) as at March 31, 2011, the Proft and Loss Account and
 the Cash Flow Statement of the Company for the year ended on that date,
 both annexed thereto. T hese fnancial statements are the responsibility
 of the Companys Management. Our responsibility is to express an
 opinion on these fnancial 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
 fnancial statements are free of material misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and the disclosures in the fnancial statements. An audit also includes
 assessing the accounting principles used and the signifcant estimates
 made by the Management, as well as evaluating the overall fnancial
 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 in terms of Section 227(4A) of the
 Companies Act, 1956, we enclose in the Annexure a statement on the
 matters specifed 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 l aw have
 been kept by the Company so far as it appears from our examination of
 those books;
 
 (c) the Balance Sheet, the Proft 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 Proft and Loss Account and
 the Cash Flow Statement dealt with by this report are in c ompliance
 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 afairs of the
 Company as at March 31, 2011;
 
 (ii) in the case of the Proft and Loss Account, of the proft of the
 Company for the year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash fows of the
 Company for the year ended on that date.
 
 5.  On the basis of the written representations received from the
 Directors as on March 31, 2011 taken on record by the Board of
 Directors, none of the Directors is disqualifed 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)
 
 (i) The nature of the Companys business activities during the year are
 such that clauses (xiii), and (xiv) of paragraph 4 of the Companies
 (Auditors Report) Order, 2003 are not applicable to the Company.  
 
 (ii) In respect of its fxed assets:
 
 (a) The Company has maintained proper records showing full particulars
 including quantitative details and situation of fxed assets;
 
 (b) The fxed assets were physically verifed during the year by the
 Management in accordance with a regular programme of verifcation which,
 in our opinion, provides for physical verifcation of all the fxed
 assets at reasonable intervals. According to the information and
 explanation given to us, no material discrepancies were noticed on such
 verifcation;
 
 (c) The fxed assets disposed of during the year, in our opinion, do not
 constitute a substantial part of the fxed assets of the Company and
 such disposal, in our opinion, has not afected the going concern status
 of the Company.
 
 (iii) In respect of its inventory:
 
 (a) As explained to us, the stock of fnished goods (other than a
 signifcant part of the spare parts held for sale) and work-in-progress
 in the Companys custody have been physically verifed by the Management
 as at the end of the fnancial year, before the year-end or after the
 year- end, and in respect of stocks of stores and spares, the aforesaid
 spare parts held for sale, and raw materials in the Companys custody,
 there is a perpetual inventory system and a substantial portion of the
 stocks have been verifed during the year. In our opinion, the frequency
 of verifcation is reasonable. In case of materials and spare parts held
 for sale lying with the third parties, certifcates confrming stocks
 have been received in respect of a substantial portion of the stocks
 held during the year or at the year-end;
 
 (b) In our opinion and according to the information and explanation
 given to us, the procedures of physical verifcation 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 is maintaining proper records of inventory.
 The discrepancies noticed on verifcation between the physical stocks
 and the book records were not material having regard to the size of the
 operations of the Company and have been properly dealt with in the
 books of account.
 
 (iv) In respect of loans, secured or unsecured, granted by the Company
 to companies, frms 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 unsecured loans aggregating Rs.415.24 Crores
 to four parties covered in the register maintained under Section 301 of
 the Companies Act, 1956 (including Rs.174.24 Crores granted during the
 year to four parties). At the year-end, the outstanding balances of
 such loans aggregated Rs.434.41 Crores and maximum amount outstanding
 during the year was Rs. 434.41 Crores.
 
 (b) the rate of interest and other terms and conditions of such loans
 are, in our opinion, prima facie not prejudicial to the interest of the
 Company having regard to the market yields and the business
 relationship with the Company to whom loans have been granted.
 
 (c) The receipts of principal amounts have been as per stipulations
 however there have been delays in receipts of interests.
 
 (d) There are no overdue amounts in respect of principal outstanding.
 In respect of overdue interest amounts of more than rupees one lakh
 remaining outstanding as at the year-end, the Management has taken
 reasonable steps for the recovery of the overdue interest amounts.
 
 In respect of loans, secured or unsecured, taken by the Company from
 companies, frms or other parties covered in the Register maintained
 under Section 301 of the Companies Act, 1956, according to the
 information and explanations given to us:
 
 (e) the Company has taken l oans aggregating Rs.11.52 Crores from six
 parties c overed in the Register maintained under Section 301 of the
 Companies Act, 1956 (including Rs.1 Crore from one party during the
 year). At the year-end, the outstanding balance of such loans taken
 aggregated Rs.11.52 Crores and the maximum amount outstanding during the
 year was Rs.18.04 Crores.
 
 (f) the rate of interest and other terms and conditions of such loans
 taken are, in our opinion, prima facie not prejudicial to the interests
 of the Company.
 
 (g) The principal amount is not due for repayment and the Company has
 been regular in payment of interest.
 
 (v) 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 do not
 exist for obtaining comparable quotations, there exists 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
 fxed assets and with regard to the sale of goods and services. During
 the course of our audit, we have not observed any major weakness in
 such internal control system.
 
 (vi) 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 rupees fve lakhs in
 respect of any party, and having regard to our comments in para (v)
 above, the transactions have been made at prices which are prima facie
 reasonable having regard to the prevailing market prices at the
 relevant time.
 
 (vii) In our opinion and according to the information and explanations
 given to us, the Company has complied with the provisions of Sections
 58A and 58AA or any other relevant provisions of the Companies Act,
 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard
 to the deposits accepted from the public. According to the information
 and explanations given to us, no order has been passed by the Company
 Law Board or the National Company Law Tribunal or the Reserve Bank of
 India or any Court or any other Tribunal.  (viii) In our opinion, the
 Company has an adequate internal audit system commensurate with the
 size and the nature of its business.  (ix) We have broadly reviewed the
 books of account relating to the manufacture of motor vehicles 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 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 maintenance of cost records for any other product of the
 Company.  (x) According to the information and explanations given to us
 in respect of statutory dues:
 
 (a) The Company has generally been regular in depositing with the
 appropriate authorities undisputed dues, including provident fund,
 investor education and protection fund, employees state insurance,
 income-tax, sales tax, wealth tax, service tax, customs duty, excise
 duty, cess and other material statutory dues applicable to it. With
 regard to the contribution under the Employees Deposit Linked
 Insurance Scheme, 1976 (the Scheme), we are informed that the Company
 has its own Life Cover Scheme, and consequently, an application has
 been made seeking an extension of exemption from contribution to the
 Scheme, which is awaited. Further, since the Central Government has
 till date not prescribed the amount of cess payable under Section 441A
 of the Companies Act, 1956, we are not in a position to comment upon
 the regularity or otherwise of the Company in depositing the same.
 
 (b) There were no undisputed amounts payable in respect of provident
 fund, investor education and protection fund, employees state
 insurance, income-tax, wealth tax, service tax, customs duty, excise
 duty, cess and other material statutory dues applicable to the Company
 that 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 income-tax, sales tax, wealth tax, service tax,
 customs duty, excise duty and cess which have not been deposited as on
 March 31, 2011 on account of any disputes are given below:
 
 Name of the 
 Statute             Nature of the Dues                 Amount
                                                    (Rs. in crores)
 
 Income Tax Laws       Income Tax                        27.94
 
                       Income Tax                        38.92
 
 Central Excise Laws   Excise Duty & Service Tax          0.49
 
                       Excise Duty & Service Tax        481.22
 
                       Excise Duty & Service Tax          7.96
 
                       Excise Duty & Service Tax          0.18
 
 Sales Tax Laws        Sales Tax                         13.01
 
                       Sales Tax                        574.86
 
                       Sales Tax                         21.61
 
                       Sales Tax                          0.20
 
                       Sales Tax                        216.79
 
                       Sales Tax                         16.31
 
                       Sales Tax                        128.57
 
                       Sales Tax                          0.07
 
                       Sales Tax                          1.84
 
 
 
 
 Name of the           Period to which
 Statue               the amount relates         Forum where pending
 
 Income Tax Laws     1997-98, 2002-03 and 
                     2005-06                     Appellate Tribunal
 
                     1984-85, 1985-86, 1986-87, 
                     2004-05,                    Commissioner
                     2005-06, 2006-07, 2007-08
                     and 2008-09
 
 Central Excise Laws 2010-11                     High Court
 
                     1993-94 to 1994-95,1999-00, 
                     2002-03                     Appellate Tribunal
                     2004-05 to 2010-11
 
                     1984-85, 1994-95 to 1995-96, 
                     2003-04,                    Commissioner (Appeals)
                     2006-07 to 2007-08 and 
                     2009-10 to 2010-11
 
                     2007-08, 2008-09           Additional Commissioner
 
 Sales Tax Laws      1995-96                    Supreme Court
 
                     1984-85 to 1990-91,1993-94 
                     to 2007-08                 High Court
 
                     1988-89 to 1989-90, 1992-93, 
                     1995-1996 to1996-97,       Appellate Tribunal
                     1999-2000 to 2000-01, 
                     2004-05 to 2006-07
 
                     1996-97, 1998-99, 2001-02  Commissioner (Appeals)
 
                     1997-98 to 2008-09         Joint Commissioner
 
                     1979-80, 1986-87, 1992-93, 
                     1994-95, 1996-97           Deputy Commissioner
                     1998-99 to 2000-01, 
                     2003-04 to 2008-09
 
                     1988-89 to 1989-90, 1995-96,
                     1997-98,                   Additional Commissioner
                     2005-06 to 2010-11
 
                     1986-87, 1988-89, 1990-91, 
                     1995-96,                   Assistant Commissioner
                     1997-98, 1999-2000
 
                     1986-87, 1990-91 to 1991-92, 
                     1993-94,                   Trade Tax Officer
                     1996-97, 1999-2000 to 2001-02
 
 (xi) The Company does not have any accumulated losses at the end of the
 fnancial year and has not incurred c ash losses during the fnancial
 year covered by our audit and the immediately preceding fnancial year.
 
 (xii) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in the repayment of dues to
 banks, fnancial institutions and debenture holders.
 
 (xiii) Based on our examination of the records and the information and
 explanations given to us, the Company has not granted any loans and
 advances on the basis of security by way of pledge of shares,
 debentures and other securities.
 
 (xiv) In our opinion and according to the information and explanations
 given to us, the Company has not given any guarantee for loans taken by
 others from banks or fnancial institutions. Accordingly, the provisions
 of clause (xv) of Paragraph 4 of the Companies (Auditors Report)
 Order, 2003 are not applicable to the Company.
 
 (xv) In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purposes for
 which they were obtained.
 
 (xvi) 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, as at March 31, 2011, we report that funds raised on short
 term basis of Rs. 4,797.78 Crores have been used during the year for
 long-term investment.  Further the Company has explained that steps are
 being taken to augment long term funds.
 
 (xvii) According to the information and explanations given to us, the
 Company has not made any preferential allotment of shares to parties
 and companies covered in the register maintained under Section 301 of
 the Companies Act, 1956.
 
 (xviii)According to the information and explanations given to us,
 during the period covered by our audit report, the Company has issued
 5,000 debentures of Rs.10 lakhs each. The Company has created security in
 respect of 5,000 debentures issued in the current year and in respect
 of 2,000 debentures issued in month of March 2010.
 
 (xix) According to the information and explanations given to us, during
 the year covered by our audit report, the Company has not raised any
 money by public issue.
 
 (xx) To the best of our knowledge and according to the information and
 explanations given to us, no fraud by the Company and no material fraud
 on the Company has been noticed or reported during the year.
 
 For DELOITTE HASKINS & SELLS
 
 Chartered Accountants
 
 (Registration No. 117366W)
 
 N. VENKATRAM
 
 Partner
 (Membership No.71387)
 
 MUMBAI, May 26, 2011