Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Tata Motors Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information, which includes two Joint Operation Companies on a proportionate basis.
Management’s Responsibility for the Standalone Ind AS Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company including its Joint Operation Companies in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act.
The respective Boards of Directors of the Company and its Joint Operation Companies are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and its Joint Operation Companies and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.
In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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, of the state of affairs of the Company as at March 31, 2017, and its loss, total comprehensive loss, its cash flows and the changes in equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit, we report to the extent applicable that:
a) We have sought and 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 and its Joint Operation Companies so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.
d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act.
e) On the basis of the written representations received from the directors of the Company as on March 31, 2017 taken on record by the Board of Directors of the Company and the reports of the statutory auditors of its Joint Operation companies, none of the directors of the Company and its Joint Operation Companies are disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and its joint operations which are companies incorporated in India and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s and its Joint Operation Companies’, internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and 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 financial position in its standalone Ind AS financial statements;
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;
iii. There have been no delays in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company;
iv. The Company has provided requisite disclosures in the standalone Ind AS financial statements as regards the Company’s and its Joint Operation Companies’, holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated November 8, 2016 of the Ministry of Finance, during the period from November8, 2016 to December.30, 2016. However, as stated in Note No. 47 (ii) to the financial statements amounts aggregating to RS.79,500 /- as represented to us by the Management have been received from transactions which are not permitted.
2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.
ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT
(Referred to in paragraph 2 under “Report on Other Legal and Regulatory Requirements” section of our report of even date to the Members of Tata Motors Limited)
(i) In respect of its property, plant and equipment:
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.
(b) The property, plant and equipment 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 property, plant and equipment at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us, the records examined by us and based on the examination of the registered sale deed /transfer deed /conveyance deed /confirmation from custodians /court orders approving schemes of arrangements /amalgamations provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. In respect of immovable properties that have been taken on lease and disclosed as property, plant and equipment in the financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.
(ii) 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 frequency of verification is reasonable. In case of materials and spare parts held for sale lying with 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.
(iii) According to the information and explanations given to us, the Company has granted loans, secured or unsecured, to companies, firms, or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013, in respect of which:
(a) The terms and conditions of the grant of such loans are, in our opinion, prima facie, not prejudicial to the Company’s interest.
(b) The schedule of repayment of principal and payment of interest has been stipulated and repayments or receipts of principal amounts and interest have been regular as per stipulations.
(c) There is no amount overdue for more than 90 days at the balance sheet date.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.
(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year. In respect of unclaimed deposits, the Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013.
(vi) The maintenance of cost records has been specified by the Central Government under Section 148(1) of the Companies Act, 2013 in respect of its products. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (cost records and audit) Rules, 2014 and amended Companies (cost records and audit) Amendment Rules, 2016 as prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, 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.
(vii) 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, Employees’ State Insurance, Income-tax, Sales 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’ State 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 sought exemption from making contribution to the Scheme since it has its own Life Cover Scheme. The Company has made an application on March 28, 2017 seeking an extension of exemption from contribution to the Scheme for a period of 3 years which is awaited.
(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31, 2017 for a period of more than six months from the date they became payable.
(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty and Excise Duty which have not been deposited as on March 31, 2017 on account of disputes are given below:
Name of Statute
|
Nature of Dues
|
Forum where Dispute is Pending
|
Period to which the Amount Relates
|
Amount (Rs. In Crores)
|
Income Tax Act 1961
|
Income Tax
|
High Court
|
2001-02, 2003-04
|
0.08
|
Appellate Tribunal
|
2011-12
|
19.21
|
Appellate Authority upto Commissioner’s level
|
2007-08, 2008-09, 2009-10 to 2012-13
|
57.71
|
Central Excise Laws1
|
Excise Duty & Service Tax
|
High Court
|
2006-07 to 2008-09
|
45.35
|
Tribunal
|
1989-90 to 1992-93, 1994-95, 1996-97 to 2015-16
|
2,444.86
|
Appellate Authority upto Commissioner’s level
|
1984-85, 1995-96, 1997-98, 2000-01, 2007-08 to 2015-16
|
97.16
|
Sales Tax Laws2
|
Sales Tax
|
Supreme Court
|
1995-96
|
13.01
|
Sales Tax
|
High Court
|
1984-85 to 1988-89, 1990-91, 2001-02 to 2005-06, 200708, 2015-16
|
219.86
|
Sales Tax
|
Tribunal
|
1983-84, 1989-90, 1992-93, 1994-95, 2000-01 to 2001-02, 2005-06 to 2013-14
|
44.55
|
Sales Tax
|
Appellate Authority upto Commissioner’s level
|
1979-80, 1986-87, 1988-89 to 1990-91, 1992- 93 to 2015-16
|
533.75
|
Custom Laws3
|
Custom Duty
|
CESTAT
|
1998-99, 2008-09, 2011-12
|
4.46
|
1 Net of RS.76.94 crores paid under protest; 2 Net of RS.117.90 crores paid under protest; 3 Net of RS.7.01 crores paid under protest.
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks and government and dues to debenture holders.
(ix) In our opinion and according to the information and explanations given to us, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and the term loans have been applied by the Company during the year for the purposes for which they were raised.
(x) 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 by its officers or employees has been noticed or reported during the year.
(xi) In our opinion and according to the information and explanations given to us, the Company has paid /provided managerial remuneration in accordance with requisite approval mandated by the provision of Section 197 read with Schedule V to the Companies Act, 2013 except for remuneration paid to the Managing Director which is in excess of prescribed limits. The Central Government approval is awaited.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.
(xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.
(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding, subsidiary or associate company or persons connected with them and hence provisions of Section 192 of the Companies Act, 2013 are not applicable.
(xvi) The Company is not required to be registered under Section 45-I of the Reserve Bank of India Act, 1934.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm Registration No.117366W / W-100018)
B.P. SHROFF
Partner
Mumbai, May 23, 2017 (Membership No. 34382)
We have audited the accompanying standalone financial statements of
TATA MOTORS LIMITED ("the Company"), which comprise the Balance Sheet
as at March 31, 2016, 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 Standalone Financial Statements
The Company''''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone 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
principles generally accepted in India, including the Accounting
Standards prescribed under section 133 of the Act, as applicable. This
responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
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.
Auditor''''s Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder and the Order under section 143(11) of the Act.
We conducted our audit of the standalone financial statements in
accordance with the Standards on Auditing specified under Section
143(10) of the Act. 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 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 financial control relevant
to the Company''''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''''s Directors, 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 on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone 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, of the state of
affairs of the Company as at March 31, 2016, and its profit and its cash
flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. 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 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 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 aforesaid standalone financial statements
comply with the Accounting Standards prescribed under section 133 of
the Act, as applicable.
(e) On the basis of the written representations received from the
directors as on March 31, 2016 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2016
from being appointed as a director in terms of Section 164(2) of the
Act.
(f) With respect to the adequacy of the internal financial controls
over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate Report in "Annexure
A". Our report expresses an unmodified opinion on the adequacy and
operating effectiveness of the Company''''s internal financial controls
over financial reporting.
(g) With respect to the other matters to be included in the Auditor''''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and 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
financial position in its financial statements;
ii. The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses on long-
term contracts including derivative contracts; iii. There has been no
delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company. 2. As required
by the Companies (Auditor''''s Report) Order, 2016 ("the Order") issued by
the Central Government of India in terms of Section 143(11) of the Act,
we give in "Annexure B" a statement on the matters specified in
paragraphs 3 and 4 of the Order.
(Referred to in paragraph 1(f) under ''''Report on Other Legal and
Regulatory Requirements'''' section of our report of even date to the
Members of Tata Motors Limited)
(i) 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) According to the information and explanations given to us, the
records examined by us and based on the examination of the registered
sale deed /transfer deed /conveyance deed /confirmation from
custodians /court orders approving schemes of arrangements
/amalgamations provided to us, we report that, the title deeds,
comprising all the immovable properties of land and buildings which are
freehold, are held in the name of the Company as at the balance sheet
date. In respect of immovable properties of land and buildings that
have been taken on lease and disclosed as fixed asset in the financial
statements, the lease agreements are in the name of the
Company, where the Company is the lessee in the agreement.
(ii) 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 frequency of verification is reasonable. In case
of materials and spare parts held for sale lying with 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.
(iii) According to the information and explanations given to us, the
Company has granted loans, secured or unsecured, to companies, firms,
or other parties covered in the Register maintained under Section 189
of the Companies Act, 2013, in respect of which:
(a) The terms and conditions of the grant of such loans are, in our
opinion, prima facie, not prejudicial to the Company''''s interest.
(b) The schedule of repayment of principal and payment of interest has
been stipulated and repayments or receipts of principal amounts and
interest have been regular as per stipulations.
(c) There is no amount overdue for more than 90 days at the balance
sheet date.
(iv) In our opinion and according to the information and explanations
given to us, the Company has complied with the provisions of Sections
185 and 186 of the Companies Act, 2013 in respect of grant of loans,
making investments and providing guarantees and securities, as
applicable.
(v) According to the information and explanations given to us, the
Company has not accepted any deposit during the year. In respect of
unclaimed deposits, the Company has complied with the provisions of
Sections 73 to 76 or any other relevant provisions of the Companies
Act, 2013.
(vi) The maintenance of cost records has been specified by the Central
Government under Section 148(1) of the Companies Act, 2013 in respect
of its products. We have broadly reviewed the cost records maintained
by the Company pursuant to the Companies (Cost Accounting Records)
Rules, 2014 as amended and prescribed by the Central Government under
sub-section (1) of Section 148 of the Companies Act, 2013, 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.
(vii) 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, Employees'''' State Insurance,
Income- tax, Sales 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'''' State
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 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, Employees'''' State Insurance, Income-tax, Sales Tax, Service Tax,
Customs Duty, Excise Duty, Cess and other material statutory dues in
arrears as at March 31, 2016 for a period of more than six months from
the date they became payable.
(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty
and Excise Duty which have not been deposited as on March 31, 2016 on
account of disputes are given below:
Name of Statute Nature of
Dues Forum where
Dispute is Period to
which the Amount
Relates Amount
pending (Rs. In
Crores)
Income Tax Act
1961 Income Tax Commissioner
(Appeals) 2003-04, 2004-05,
2007-08, 2009-10 23.33
Excise Duty
&
Service Tax Tribunal 1989-90 to
2013-14 2,310.25
Central Excise
Laws1
Excise Duty
& Service ax Commissioner
(Appeals) 1984-85, 1995-96,
1997-98, 2000-01,
2004-05 to 3.26
2013-14
Sales Tax Supreme
Court 1995-96 13.01
Sales Tax High Court 1984-85 to
1988-89, 1990-91,
2001-02 to 2005-06, 202.39
2007-08
Sales Tax Tribunal 1983-84, 1989-90,
1992-93, 2000-01 to
2010-11 23.82
Sales Tax Commissioner 1996-97, 1998-99,
2001-02, 2010-11 3.13
Sales Tax
Laws2 Sales Tax Joint
Commissioner 1993-94, 1997-98,
2001-02
to 2014-15 289.05
Sales Tax Additional
Commissioner 1989-90, 1997-98,
2001-02 to 2013-14 170.63
Sales Tax Deputy
Commissioner 1979-80, 1986-87
to 2010-11,
2013-14 104.40
Sales Tax Assistant
Commissioner 1990-91, 1995-96,
1997-98, 1999-00,
2006-07, 173.06
2008-09 to
2012-13
Sales Tax Trade Tax
Officer 1995-96, 1996-97,
1998-99 to
2001-02, 2005-06, 1.83
2006-07
Custom Laws3 Custom
Duty CESTAT 1998-99, 2008-09,
2011-12 4.46
1 Net of Rs.66.24 crores paid under protest; 2 Net of Rs.136.5 crores
paid under protest; 3 Net ofRs.7.01 crores paid under protest.
(viii) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of loans or
borrowings to financial institutions, banks and government and dues to
debenture holders.
(ix) In our opinion and according to the information and explanations
given to us, money raised by way of rights issue during the year and
the term loans have been applied by the Company for the purposes for
which they were raised.
(x) 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 by its officers or employees has been noticed or
reported during the year.
(xi) In our opinion and according to the information and explanations
given to us, the Company has paid /provided managerial remuneration in
accordance with requisite approval mandated by the provision of Section
197 read with Schedule V to the Companies Act, 2013 except for
remuneration paid to Managing Director for which the Company is in
process of applying for the approval from Central Government and
Shareholders of the Company.
(xii) The Company is not a Nidhi Company and hence reporting under
clause (xii) of the Order is not applicable.
(xiii) In our opinion and according to the information and explanations
given to us, the Company is in compliance with Section 177 and 188 of
the Companies Act, 2013, where applicable, for all transactions with
the related parties and the details of related party transactions have
been disclosed in the financial statements etc. as required by the
applicable accounting standards.
(xiv) During the year the Company has not made any preferential
allotment or private placement of shares or fully or partly convertible
debentures and hence reporting under clause (xiv) of the Order is not
applicable to the Company.
(xv) In our opinion and according to the information and explanations
given to us, during the year the Company has not entered into any
non-cash transactions with its directors or directors of its holding,
subsidiary or associate company or persons connected with them and
hence provisions of Section 192 of the Companies Act, 2013 are not
applicable.
(xvi) The Company is not required to be registered under Section 45-I
of the Reserve Bank of India Act, 1934.
For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm Registration No.117366W / W-100018)
B.P. SHROFF
Partner
(Membership No. 34382)
Mumbai, May 30, 2016
We have audited the accompanying financial statements of TATA MOTORS
LIMITED ("the Company"), which comprise the Balance Sheet as at March
31,2015, the Statement of Profit and Loss, 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 Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to 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 principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, 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.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. 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 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 financial control relevant to the Company's preparation of the
financial statements that give a true and fair view in order to design
audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on whether the Company has in
place an adequate internal financial controls system over financial
reporting and the operating effectiveness of such controls. An audit
also includes evaluating the appropriateness of the accounting policies
used and the reasonableness of the accounting estimates made by the
Company's Directors, 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 on the financial
statements.
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, of the state of affairs of the Company as
at March 31,2015 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 (Auditor's Report) Order, 2015 ("the
Order"), issued by the Central Government of India in terms of
sub-section (11) of Section 143 of the Companies Act, 2015, we give in
the Annexure a statement on the matters specified 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 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 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 aforesaid financial statements comply with the
Accounting Standards 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 March 31,2015 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31,2015
from being appointed as a director in terms of Section 164 (2) of the
Act.
(f) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and 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
financial position in its financial statements - Refer Note 28 and Note
45
(i) to the financial statements;
ii. The Company has made provisions as required under the applicable
laws or accounting standards for material foreseeable losses on long -
term contracts including derivative contracts- Refer Note 43 to the
financial statements;
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
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 to the Members of Tata
Motors Limited)
(i) 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.
(ii) 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 frequency of verification is reasonable. In case of
materials and spare parts held for sale lying with 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 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.
(iii) According to the information and explanations given to us, the
Company has granted loans, secured or unsecured, to companies, firms or
other parties covered in the Register maintained under Section 189 of
the Companies Act, 2013. In respect of such loans:
(a) The receipts of principal amounts and interest have been as per
stipulations.
(b) There is no overdue amount in excess of Rs. 1 lakh remaining
outstanding as at the year-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 nature and suitable alternative sources are
not readily available for obtaining comparable quotations, there is 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 the sale of goods and services. During
the course of our audit, we have not observed any major weakness in
such internal control system.
(v) According to the information and explanations given to us, the
Company has not accepted any deposit during the year. In respect of
unclaimed deposits, the Company has complied with the provisions of
Sections 73 to 76 or any other relevant provisions of the Companies
Act.
(vi) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Accounting Records) Rules, 2014
as amended and prescribed by the Central Government under sub-section
(1) of Section 148 of the Companies Act, 2013, 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.
(vii) 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, 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' State 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
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 31,2015 for a period of more than six months from the date
they became payable.
(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs
Duty, Excise Duty and Cess which have not been deposited as on March
31,2015 on account of disputes are given below :
Name of Statute Nature of Dues Forum where Dispute is
pending
Income Tax Act 1961 Income Tax Commissioner (Appeals)
Income Tax Appellate Tribunal
Central Excise Laws Excise Duty & Tribunal
Service Tax
Excise Duty & Commissioner (Appeals)
Service Tax
Sales Tax Laws Sales Tax Supreme Court
Sales Tax High Court
Sales Tax Tribunal
Sales Tax Laws Sales Tax Commissioner
Sales Tax Joint Commissioner
Sales Tax Addl Commissioner
Sales Tax Deputy Commissioner
Sales Tax Astt Commissioner
Sales Tax Trade Tax Officer
Custom Laws Custom Duty High Court
CESTAT
Name of Statute Period to which the Amount Relates
Income Tax Act 1961 2004-05, 2005-06, 2008-09, 2010-11
2008-09, 2009-10, 2010-11
Central Excise Laws 1991-92, 1993-94, 2005-06 to 2014-15
1984-85, 1995-96, 2010-11 to 2013-14
Sales Tax Laws 1995-96
1984-85 to 1988-89,1990-91, 1993-94,
1994-95,1997-98, 1999-00, 2000-01,
2001-02, 2002-03 to 2004-05
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,
Sales Tax Laws 1996-97, 1998-99, 2001-02, 2007-2008, 2008-
2009
1993-94, 1997-98, 2001-02 to 2009-10, 2011-12
to 2014-15
1989-90, 1997-98, 2003-04, 2007-2008 to 2012-
13, 2014-15
1979-80, 1986-87, 1991-92, 1992-93,
1994-95, 1995-96, 1999-00 to 2010-11, 2013-
14, 2014-15
1990-91, 1995-96, 1997-98, 2006-07,
2008-09 to 2011-12
1986-87, 1990-91,1991-92, 1993-94, 1996-97,
1997-98, 1999-00, 2000-01, 2010-11
Custom Laws 2008-09
1998-99
Name of Statute Amount
Involved
(Rs. In crores)
Income Tax Act 1961 23.46
7.25
Central Excise Laws 2,317.87
5.41
Sales Tax Laws 13.01
152.58
27.69
Sales Tax Laws 0.43
449.53
37.86
72.42
4.49
3.32
Custom Laws 4.38
(d) The Company has been generally regul 0.08ar in transferring amounts to
the Investor Education and Protection Fund in accordance with the
relevant provisions of the Companies Act, 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 less than fifty per cent of its net worth and the
Company has incurred cash losses during the financial year covered by
our audit but has not incurred cash losses in the immediately preceding
financial year.
(ix) 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.
(x) 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.
(xi) 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, other than
temporary deployment pending application.
(xii) 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's Registration No.117366W / W100018)
B.P. SHROFF
Partner
(Membership No. 34382)
Place: Mumbai
Date: May 26, 2015
