1.  We have audited the attached Balance Sheet of TATA MOTORS LIMITED
 (the Company) as at March 31, 2012, the Profit and Loss Statement 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 Company''s 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 reasonable
 basis for our opinion.
 
 3.  As required by the Companies (Auditor''s 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 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 Statement 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 Statement
 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, 2012;
 
 (ii) in the case of the Profit and Loss Statement, 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 as on March 31, 2012 taken on record by the Board of
 Directors, none of the Directors is disqualified as on March 31, 2012
 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 Company''s 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 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 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, in our opinion, has not affected the going concern
 status of the Company.
 
 (iii) In respect of its inventory:
 
 (a) As explained to us, the stock of finished goods (other than a
 significant part of the spare parts held for sale) 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, and in respect of stocks of stores and spares, the
 aforesaid spare parts held for sale, and raw materials in the Company''s
 custody, there is a perpetual inventory system and a substantial
 portion of the stocks have been verified during the year. In our
 opinion, the frequency 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 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 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 is maintaining proper records of inventory.
 The discrepancies noticed on verification 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, 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 unsecured loans aggregating Rs.521.33 Crores
 to four parties covered in the register maintained under Section 301 of
 the Companies Act, 1956 (including Rs.86.92 Crores granted during the
 year to two parties). At the year- end, the outstanding balances of
 such loans aggregated Rs.579.36 Crores and maximum amount outstanding
 during the year was Rs. 579.36 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 amount have been as per stipulations.
 However, there have been delays in receipts of interest.
 
 (d) There are no overdue amounts in respect of principal amount
 outstanding. In respect of overdue interest amounts of more than rupees
 one lakh remaining outstanding as at the year-end, except in respect of
 interest outstanding from a subsidiary company for which the provision
 has been made, 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, 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:
 
 (e) the Company has taken loans aggregating Rs.11.52 Crores from six
 parties covered in the Register maintained under Section 301 of the
 Companies Act, 1956. At the year-end, the outstanding balance of such
 loans taken aggregated Rs. 0.20 Crores and the maximum amount outstanding
 during the year was Rs.11.92 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
 fixed 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 five 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 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 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 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.
 
 (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, 2012 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, 2012 on account of any disputes are given below:
 
 Nature of the Statute     Nature of the Dues         Amount
                                                     (Rs.in crores)
 
 Income Tax Laws           Income Tax                   7.48
 
                           Income Tax                  45.24
 
 Central Excise Laws       Excise Duty & Service Tax    6.53
 
                           Excise Duty & Service Tax  564.55
 
                           Excise Duty & Service Tax   77.24
 
                           Excise Duty & Service Tax    0.20
 
                           Excise Duty & Service Tax    0.03
 
 Sales Tax Laws            Sales Tax                   13.01
 
                           Sales Tax                   77.52
 
                           Sales Tax                   21.46
 
                           Sales Tax                    0.20
 
                           Sales Tax                  215.79
 
                           Sales Tax                   24.34
 
                           Sales Tax                    1.26
 
                           Sales Tax                    0.07
 
                           Sales Tax                    0.44
 
 
 
 Name of the         Period to which the amount   Forum where Pending
 Statue                    relates to
 
 Income Tax Laws     1998-99, 1999-00, 2005-06    Appellate Tribunal
 
                     2003-04 to 2010-11           Commissioner
 
 Central Excise Laws 2008-09 to 2011-12           High Court
 
                     2004-05 to 2011-12           Appellate Tribunal
 
                     1984-85, 1995-96,2003-04,
 
                     2006-07 to 2011-12           Commissioner (Appeals)
 
                     2011-12                      Additional Commissioner
 
                     2011-12                      Deputy Commissioner
 
 Sales Tax Laws      1995-96                      Supreme Court
 
                     1984-85 to 1990-91, 1993-94,
 
                     1994-95, 1997-98, 2000-01,
 
                     2002-03, 2005-06 to 2007-08  High Court
 
                     1988-89, 1989-90, 1992-93,
 
                     1994-95, 1995-96, 1998-99 to
 
                     2000-01, 2002-03 to 2007-08,
 
                     2010-11                      Tribunal
 
                     1996-97, 1998-99, 2001-02    Commissioner (Appeals)
 
                     1997-98, 1999-00, 2001-02
 
                     to 2008-09                   Joint Commissioner
 
                     1988-89, 1989-90, 1995-96,
 
                     1997-98, 2005-06 to 2007-08,
 
                     2009-10, 2010-11             Additional Commissioner
 
                     1979-80,1994-95 to 1997-98,
 
                     2000-01, 2003-04, 2006-07,
 
                     2010-11                      Deputy Commissioner
 
                     1986-87, 1995-96, 1997-98,
 
                     1988-89, 1990-91, 1999-2000  Assistant Commissioner
 
                     1995-96, 2000-01, 2001-02,
                     2004-05, 2006-07, 2007-08,
                     2009-10                      Trade Tax Officer
 
 (xi) The Company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses during the financial
 year covered by our audit and 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
 banks, financial 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 financial institutions. Accordingly, the
 provisions of clause (xv) of Paragraph 4 of the Companies (Auditor''s
 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, 2012, we report that funds raised on short
 term basis of Rs.3,595.61 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 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
 
                                            Chartered Accountants 
                                        (Registration No. 117366W)
 
                                                     N. VENKATRAM
 
                                                          Partner
 
 MUMBAI, May 29, 2012.                      (Membership No.71387)