TO THE MEMBERS OF TATA MOTORS LIMITED
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, 2015, theStatement of Profit and Loss, the Cash Flow Statement for the year then ended, and asummary of the Significant accounting policies and other explanatory information.
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation ofthese 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 accountingprinciples generally accepted in India, including the Accounting Standards specified underSection 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign, implementation and maintenance of adequate internal financial controls, that wereoperating e3ectively for ensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financial statements that give a trueand fair view and are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these financial statements based on ouraudit. We have taken into account the provisions of the Act, the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder. We conducted our audit in accordancewith the Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement. An audit involves performing procedures to obtain audit evidence about theamounts and the disclosures in the financial statements. The procedures selected depend onthe auditors judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error. In making thoserisk assessments, the auditor considers internal financial control relevant to theCompanys preparation of the financial statements that give a true and fair view inorder to design audit procedures that are appropriate in the circumstances, but not forthe purpose of expressing an opinion on whether the Company has in place an adequateinternal financial controls system over financial reporting and the operating e3ectivenessof such controls. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by theCompanys Directors, as well as evaluating the overall presentation of the financialstatements.
We believe that the audit evidence we have obtained is su3cient and appropriate toprovide a basis for our audit opinion on the financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us, the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India, of the state of a3airs of the Company as at March31, 2015 and its loss and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2015 ("theOrder"), issued by the Central Government of India in terms of sub-section (11) ofSection 143 of the Companies Act, 2015, we give in the Annexure a statement on the mattersspecified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the bestof 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 theCompany 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 Statementdealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on March31, 2015 taken on record by the Board of Directors, none of the directors is disquali3edas on March 31, 2015 from being appointed as a director in terms of Section 164 (2) of theAct.
(f ) With respect to the other matters to be included in the Auditors Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinionand to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements Refer Note 28 and Note 45 (i) to the financialstatements;
ii. The Company has made provisions as required under the applicable laws or accountingstandards for material foreseeable losses on long term contracts includingderivative contracts- Refer Note 43 to the financial statements;
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
| ||For DELOITTE HASKINS & SELLS LLP |
| ||Chartered Accountants |
| ||(Firms Registration No. 117366W/W-100018) |
| ||B. P. SHROFF |
| ||Partner |
|MUMBAI, May 26, 2015 ||(Membership No. 34382) |
ANNEXURE TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 1 under "Report on Other Legal and RegulatoryRequirements" section of our report of even date to the Members of Tata MotorsLimited)
(i) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars, includingquantitative details and situation of fixed assets;
(b) The fixed assets were physically verified during the year by the Management inaccordance with a regular programme of verification which, in our opinion, provides forphysical verification of all the fixed assets at reasonable intervals. According to theinformation and explanations given to us, no material discrepancies were noticed on suchverification.
(ii) In respect of its inventories:
(a) As explained to us, the stock of finished goods and work-in-progress in theCompanys custody have been physically verified by the Management as at the end ofthe financial year, before the year-end or after the year-end, other than a Significantpart of the spare parts held for sale, and raw materials in the Companys custody forboth of which, there is a perpetual inventory system and a substantial portion of thestocks have been verified during the year. In our opinion, the frequency of verificationis reasonable. In case of materials and spare parts held for sale lying with thirdparties, certificates confirming stocks have been received periodically for stocks heldduring 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, theprocedures of physical verification of inventories followed by the Management werereasonable and adequate in relation to the size of the Company and the nature of itsbusiness;
(c) In our opinion and according to the information and explanations given to us, theCompany has maintained proper records of its inventories and no material discrepancieswere noticed on physical verification.
(iii) According to the information and explanations given to us, the Company hasgranted loans, secured or unsecured, to companies, firms or other parties covered in theRegister maintained under Section 189 of the Companies Act, 2013. In respect of suchloans:
(a) The receipts of principal amounts and interest have been as per stipulations.
(b) There is no overdue amount in excess of Rs1 lakh remaining outstanding as at theyear-end.
(iv) 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 natureand suitable alternative sources are not readily available for obtaining comparablequotations, there is an adequate internal control system commensurate with the size of theCompany and the nature of its business with regard to purchases of inventory and fixedassets and the sale of goods and services. During the course of our audit, we have notobserved any major weakness in such internal control system.
(v) According to the information and explanations given to us, the Company has notaccepted any deposit during the year. In respect of unclaimed deposits, the Company hascomplied with the provisions of Sections 73 to 76 or any other relevant provisions of theCompanies Act.
(vi) We have broadly reviewed the cost records maintained by the Company pursuant tothe Companies (Cost Accounting Records) Rules, 2014 as amended and prescribed by theCentral Government under sub-section (1) of Section 148 of the Companies Act, 2013, andare of the opinion that prima facie, the prescribed cost records have been made andmaintained. We have, however, not made a detailed examination of the cost records with aview to determine whether they are accurate or complete.
(vii) According to the information and explanations given to us, in respect ofstatutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues,including Provident Fund, Employees State Insurance, Income-tax, Sales Tax, WealthTax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory duesapplicable to it with the appropriate authorities. We are informed by the Company that theEmployees State Insurance Act, 1948 is applicable only to certain locations of theCompany. With regard to the contribution under the Employees Deposit LinkedInsurance Scheme, 1976 (the Scheme), we are informed that the Company has its own LifeCover Scheme, and consequently, an application has been made seeking an extension ofexemption from contribution to the Scheme, which is awaited.
(b) There were no undisputed amounts payable in respect of Provident Fund, InvestorEducation and Protection Fund, Employees State Insurance, Income-tax, Sales Tax,Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory duesin arrears as at March 31, 2015 for a period of more than six months from the date theybecame payable.
(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Dutyand Cess which have not been deposited as on March 31, 2015 on account of disputes aregiven below :
|Name of Statute ||Nature of Dues ||Forum where Dispute is pending ||Period to which the Amount Relates ||Amount Involved |
| || || || ||(Rs in crores) |
|Income Tax Act 1961 ||Income Tax ||Commissioner (Appeals) ||2004-05, 2005-06, 2008-09, 2010-11 ||23.46 |
| ||Income Tax ||Appellate Tribunal ||2008-09, 2009-10, 2010-11 ||7.25 |
|Central Excise Laws ||Excise Duty & Service Tax ||Tribunal ||1991-92, 1993-94, 2005-06 to 2014-15 ||2,317.87 |
| ||Excise Duty & Service Tax ||Commissioner (Appeals) ||1984-85, 1995-96, 2010-11 to 2013-14 ||5.41 |
|Sales Tax Laws ||Sales Tax ||Supreme Court ||1995-96 ||13.01 |
| ||Sales Tax ||High Court ||1984-85 to 1988-89,1990-91, 1993-94, 1994-95,1997-98, 1999-00, 2000-01, 2001-02, 2002-03 to 2004-05 ||152.58 |
| ||Sales Tax ||Tribunal ||1985-86 to 1989-90, 1992-93, 1995-96 to 1998- 99, 2000-01, 2002-03, 2003-04, 2004-05, 2006-07, 2007-08, 2010-11, ||27.69 |
|Sales Tax Laws ||Sales Tax ||Commissioner ||1996-97, 1998-99, 2001-02, 2007-2008, 2008- 2009 ||0.43 |
| ||Sales Tax ||Joint Commissioner ||1993-94, 1997-98, 2001-02 to 2009-10, 2011-12 to 2014-15 ||449.53 |
| ||Sales Tax ||Addl Commissioner ||1989-90, 1997-98, 2003-04, 2007-2008 to 2012- 13, 2014-15 ||37.86 |
| ||Sales Tax ||Deputy Commissioner ||1979-80, 1986-87, 1991-92, 1992-93, 1994-95, 1995-96, 1999-00 to 2010-11, 2013- 14, 2014-15 ||72.42 |
| ||Sales Tax ||Astt Commissioner ||1990-91, 1995-96, 1997-98, 2006-07, 2008-09 to 2011-12 ||4.49 |
| ||Sales Tax ||Trade Tax Officer ||1986-87, 1990-91,1991-92, 1993-94, 1996-97, 1997-98, 1999-00, 2000-01, 2010-11 ||3.32 |
|Custom Laws ||Custom Duty ||High Court ||2008-09 ||4.38 |
| || ||CESTAT ||1998-99 ||0.08 |
(d) The Company has been generally regular in transferring amounts to the InvestorEducation and Protection Fund in accordance with the relevant provisions of the CompaniesAct, 1956 (1 of 1956) and Rules made thereunder within time.
(viii) The accumulated losses of the Company at the end of the financial year are lessthan fifty per cent of its net worth and the Company has incurred cash losses during thefinancial year covered by our audit but has not incurred cash losses in the immediatelypreceding financial year.
(ix) In our opinion and according to the information and explanations given to us, theCompany has not defaulted in the repayment of dues to financial institutions, banks anddebenture holders.
(x) According to the information and explanations given to us, the Company has notgiven guarantees for loans taken by others from banks or financial institutions.
(xi) In our opinion and according to the information and explanations given to us, theterm loans have been applied by the Company during the year for the purposes for whichthey were obtained, other than temporary deployment pending application.
(xii) To the best of our knowledge and according to the information and explanationsgiven to us, no fraud by the Company and no material fraud on the Company has been noticedor reported during the year.
| ||For DELOITTE HASKINS & SELLS LLP |
| ||Chartered Accountants |
| ||(Firms Registration No.117366W / W100018) |
| ||B.P. SHROFF |
| ||Partner |
| ||(Membership No. 34382) |
|Place: Mumbai || |
|Date: May 26, 2015 || |