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Tata Motors
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« Mar 13
Auditor's Report (Tata Motors) Year End : Mar '14
Report on the Financial Statements
 
 We have audited the accompanying financial statements of TATA MOTORS
 LIMITED (the Company), which comprise the Balance Sheet as at March
 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement
 for the year then ended, and a summary of the significant accounting
 policies and other explanatory information.
 
 Management''s Responsibility for the Financial Statements
 
 The Company''s Management is responsible for the preparation of these
 financial statements that give a true and fair view of the financial
 position, financia performance and cash flows of the Company in
 accordance with the Accounting Standards notified under the Companies
 Act, 1956 (the Act) (which continue to be applicable in respect of
 Section 133 of the Companies Act, 2013 in terms of General Circular
 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs)
 and in accordance with the accounting principles generally accepted in
 India. This responsibility 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 view
 and are free from materia misstatement, whether due to fraud or error.
 
 Auditors''Responsibility
 
 Our responsibility is to express an opinion on these financial
 statements based on our audit. We conducted our audit in accordance
 with the Standards on Auditing issued by the Institute of Chartered
 Accountants of India. Those Standards reguire that we comply with
 ethical reguirements and plan and perform the audit to obtain
 reasonable assurance about whether the financial statements are free
 from material misstatement.
 
 An audit involves performing procedures to obtain audit evidence about
 the amounts and the disclosures in the financial statements. The
 procedures selected depend on the auditor''s judgment, including the
 assessment of the risks of material misstatement of the financial
 statements, whether due to fraud or error. In making those risk
 assessments, the auditor considers internal control relevant to the
 Company''s preparation and fair presentation of the financial statements
 in order to design audit procedures that are appropriate in the
 circumstances, but not for the purpose of expressing an opinion on the
 effectiveness of the Company''s internal control. An audit also includes
 evaluating the appropriateness of the accounting policies used and the
 reasonableness of the accounting estimates made by the Management, as
 well as evaluating the overall presentation of the financial
 statements.
 
 We believe that the audit evidence we have obtained is sufficient and
 appropriate to provide a basis for our audit opinion.
 
 Opinion
 
 In our opinion and to the best of our information and according to the
 explanations given to us, the aforesaid financial statements give the
 information reguired by the Act in the manner so reguired 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 March 31,2014;
 
 (b) in the case of the Statement of Profit and Loss, 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.
 
 Report on Other Legal and Regulatory Requirements
 
 1.  As reguired by the Companies (Auditor''s Report) Order, 2003 (the
 Order) issued by the Central Government in terms of Section 22 7(4A)
 of the Act, we give in the Annexure a statement on the matters
 specified in paragraphs 4 and 5 of the Order.
 
 2.  As reguired by Section 227(3) of the Act, we report that:
 
 (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 reguired by law have
 been kept by the Company so far as it appears from our examination of
 those books.
 
 (c) The Balance Sheet, the Statement of Profit and Loss, 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 Statement of Profit and
 Loss, and the Cash Flow Statement comply with the Accounting Standards
 notified under the Act (which continue to be applicable in respect of
 Section 133 of the Companies Act, 2013 in terms of General Circular
 15/2013 dated September 13,2013 of the Ministry of Corporate Affairs).
 
 (e) On the basis of the written representations received from the
 directors as on March 31,2014 taken on record by the Board of
 Directors, none of the directors is disqualified as on March 31,2014
 from being appointed as a director in terms of Section 274(l)(g) of the
 Act.
 
 (Referred to in paragraph 1 under Report on Other Legal and Regulatory
 Requirements section of our report of even date to the Members of Tata
 Motors Limited)
 
 (i) Having regard to the nature of the Company''s business / activities
 / results during the year, clauses (xiii) and (xiv) of paragraph 4 of
 the Order are not applicable to the Company
 
 (ii) In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including guantitative 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 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) In respect of its inventories:
 
 (a) As explained to us, the stock of finished goods and
 work-in-progress in the Company''s custody have been physically verified
 by the Management as at the end of the financial year, before the
 year-end or after the year-end, other than a significant part of the
 spare parts held for sale, and raw materials in the Company''s custody
 for both of which, there is a perpetual inventory system and a
 substantial portion of the stocks have been verified during the year.
 In our opinion, the freguency of verification is reasonable. In case of
 materials and spare parts held for sale lying with the third parties,
 certificates confirming stocks have been received periodically for
 stocks held during the year and for a substantial portion of such
 stocks held at the year-end;
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the Management were reasonable and adeguate 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.
 
 (iv) In respect of loans, secured or unsecured, granted by the Company
 to companies, firms 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:
 
 (a) The Company has granted unsecured loans aggregating Rs.146.28
 crores to two parties during the year. At the year-end, the outstanding
 balances of such loans granted aggregated Rs.562.69 crores (number of
 parties -three) and the maximum amount involved during the year wasRs.
 875.18 crores (number of parties - four).
 
 (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 having regard to the business relationship with the
 companies to whom loans have been granted.
 
 (c) The receipts of principal amounts have been as per stipulations.
 However, there are delays in receipt of interest.
 
 (d) In respect of overdue interest amounts of over Rs. 1 lakh remaining
 outstanding as at the year-end, as explained to us, Management has
 taken reasonable steps for recovery of the interest amount.
 
 In respect of loans, secured or unsecured, taken by the Company from
 companies, firms 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:
 
 The Company has not taken any loans from such parties during the year
 accordingly clauses (iii) (b) to (iii) (d) of Paragraph 4 of the
 Companies (Auditor''s Report) Order, 2003 are not applicable to the
 Company.
 
 (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 are
 not readily available for obtaining comparable guotations, there is an
 adeguate 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.
 
 (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 in 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 (excluding loans reported under
 paragraph (iv) above) is in excess of Rs. 5 lakhs in respect of any
 party, having regard to our comments in paragraph (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,
 other than certain purchases which are of a special nature for which
 comparable guotations are not available and in respect of which we are,
 therefore, unable to comment if the transactions have been carried out
 at prices 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, 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 adeguate internal audit
 system commensurate with the size and the nature of its business.
 
 (ix) We have broadly reviewed the cost records maintained by the
 Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
 prescribed by the Central Government under Section 209 (1) (d) of the
 Companies Act, 1956 and are of the opinion that prima facie, the
 prescribed cost records have been made and maintained. We have,
 however, not made a detailed examination of the cost records with a
 view to determine whether they are accurate or complete.
 
 (x) According to the information and explanations given to us in
 respect of statutory dues:
 
 (a) The Company has generally been regular in depositing undisputed
 statutory 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 the appropriate
 authorities. We are informed by the Company that the Employees''States
 Insurance Act, 1948 is applicable only to certain locations of the
 Company. 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 conseguently, an application
 has been made seeking an extension of exemption from contribution to
 the Scheme, which is awaited.
 
 (b) There were no undisputed amounts payable in respect of 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 in arrears as
 at March 31,2014 for a period of more than six months from the date
 they became payable.
 
 (xi) The Company does not have any accumulated losses at the end of the
 financial year and the Company has not incurred cash losses during the
 financial year covered by our audit and in the immediately preceding
 financial 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
 financial institutions, banks 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) According to the information and explanations given to us, the
 Company has not given guarantees for loans taken by others from banks
 or financial institutions.
 
 (xv) In our opinion and according to the information and explanations
 given to us, the term loans have been applied by the Company during the
 year 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, we report that funds raised on short-term basis aggregatingRs.
 11,521.20 crores have been used for long-term investments. Further the
 Company has explained that steps are being taken to augment long term
 funds.
 
 (xvii) During the year 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) During the period covered by our audit report, the Company has
 not issued any secured debentures.
 
 (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 LLP
 
                                                Chartered Accountants
 
                              (Firm Registration No. 117366W/W-100018)
 
                                                         B. P. SHROFF
 
                                                              Partner
 
                                                (Membership No. 34382)
 
 MUMBAI,May 29,2014
Source : Dion Global Solutions Limited
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