We have audited the accompanying financial statements of TATA MOTORS
LIMITED (the Company), which comprise the Balance Sheet as at March
31, 2013, the Profit and Loss Statement and the Cash Flow Statement for
the year then ended, and a summary of the significant accounting
policies and other explanatory information.
Managements Responsibility for the Financial Statements
The Companys Management is responsible for the preparation of these
financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in
accordance with the Accounting Standards referred to in Section 211(3C)
of the Companies Act, 1956 (the Act) 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 material
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 require that we comply with
ethical requirements 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 auditors 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
Companys 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 Companys 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 required by the Act 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 March 31, 2013;
(b) in the case of the Profit and Loss Statement, 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 required by the Companies (Auditors Report) Order, 2003 (the
Order) issued by the Central Government in terms of Section 227(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 required 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 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 comply with the Accounting Standards
referred to in Section 211(3C) of the Act.
(e) On the basis of the written representations received from the
directors as on March 31, 2013 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2013
from being appointed as a director in terms of Section 274(1)(g) of the
Act.
ANNEXURE TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 1 under Report on Other Legal and Regulatory
Requirements section of our report of even date)
(i) Having regard to the nature of the Companys 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 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
explanations 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 (other than a
significant part of the spare parts held for sale) and work-in-progress
in the Companys 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 Companys
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 explanations
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.
(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. 194.36
crores to two parties during the year. At the year-end, the outstanding
balances of such loans granted aggregated Rs. 711.07 crores (number of
parties - three) and the maximum amount involved during the year was
Rs. 794.46 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 interest of the
Company having regard to 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:
(a) The Company has not taken loans from parties during the year. At
the year-end, the outstanding balances of such loans taken aggregated
Rs. Nil (number of parties Nil) and the maximum amount involved during
the year was Rs. 0.26 crores (number of parties - one).
(b) 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.
(c) The payments of principal amounts and interest in respect of such
loans are regular.
(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 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 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 is in excess of rupees five lakhs in
respect of any party, and having regard to the 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, 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 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. 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, Sales Tax, Wealth Tax, Service Tax, Customs
Duty, Excise Duty, Cess and other material statutory dues in arrears as
at March 31, 2013 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, 2013 on account of disputes are given below:
Name of Nature of Dues Forum where
Statute Dispute is Pending
Income tax Income tax Commissioner (Appeals)
Income tax Appellate Tribunal
Central
Excise Excise Duty & Service Tax Tribunal
Laws
Excise Duty & Service Tax Commissioner (Appeals)
Excise Duty & Service Tax Additional Commissioner
Excise Duty & Service Tax Joint Commissioner
Excise Duty & Service Tax Deputy Commissioner
Excise Duty & Service Tax Asst. Commissioner
Sales Tax
Laws Sales Tax Supreme Court
Sales Tax High Court
Sales Tax Tribunal
Sales Tax Commissioner (Appeals)
Sales Tax Joint Commissioner
Sales Tax Additional Commissioner
Sales Tax Deputy Commissioner
Sales Tax Assistant Commissioner
Sales Tax Trade Tax Officer
Name of Statute Period to which the Amount Relates Amount
Involved
(Rs. in
crores.)
Income tax 2003-04 to 2009-10 44.97
2007-08 3.40
Central Excise Laws 1993-94, 1999-00, 2002-03, 2004-05
to 2012-13 2249.15
1984-85, 1995-96, 2003-04, 2006-07,
2010-11, 83.13
2011-12, 2012-13
2012-13 0.66
2012-13 0.21
2012-13 0.04
2012-13 0.09
Sales Tax Laws 1995-96 13.01
1984-85 to 1988-89, 1990-91,
1993-94, 1994-95, 18.83
1997-98, 1999-00, 2005-06 to 2007-08
1988-89, 1989-90, 1995-96, 1998-99,
1999-00, 7.21
2000-01, 2004-05, 2007-08, 2010-11
1996-97, 1998-99, 2001-02 0.20
1997-98, 1999-00, 2001-02 to 2008-09 222.33
1988-89, 1989-90, 1995-96,
1997-98, 2005-06 to 19.46
2009-10, 2012-13
1979-80, 1986-87, 1991-92, 1992-93,
1994-95 to 3.68
1997-98, 2000-01,2003-04, 2005-06,
2008-09
1986-87, 1988-89, 1990-91, 1995-96,
1997-98, 1.06
1999-00, 2010-11
1995-96, 1996-97, 1998-99 to
2000-01, 2006-07 1.83
(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
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) 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.
(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, as at March 31, 2013, we report that funds raised on short
term basis of Rs.8,439.39 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
(Firm Registration No. 117366W)
N. VENKATRAM
Partner
(Membership No. 71387)
MUMBAI, May 29, 2013
