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TO THE BOARD OF DIRECTORS OF
TATA MOTORS LIMITED
  1. We have audited the attached Consolidated Balance Sheet of TATA MOTORS LIMITED ("the Company"), its subsidiaries and jointly controlled entities (the Company, its subsidiaries and jointly controlled entities constitute "the Group") as at March 31, 2012, the Consolidated Profit and Loss Statement and the Consolidated Cash Flow Statement of the Group for the year ended on that date, both annexed thereto. The Consolidated Financial Statements include investments in associates accounted on the equity method in accordance with Accounting Standard 23 (Accounting for Investments in Associates in Consolidated Financial Statements) and the jointly controlled entities accounted in accordance with Accounting Standard 27 (Financial Reporting of Interests in Joint Ventures) as notified under the Companies (Accounting Standards) Rules, 2006. These financial statements are the responsibility of the Company's Management and have been prepared on the basis of the separate financial statements and other information regarding components. Our responsibility is to express an opinion on these Consolidated 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.
  1. Attention is invited to Note k(i) under Significant Accounting Policies. As stated in the note, the changes in actuarial valuation (net) amounting to 128.12 crores (credit) (net of tax credit of 1,272.50 crores) for the year ended March 31, 2012 and 3,870.58 crores (debit) as at March 31, 2012, have been accounted in "Reserves and Surplus" in respect of a group of subsidiary companies.
  2. We did not audit the financial statements of certain subsidiaries, whose financial statements reflect total assets (net) of 27,532.31 crores as at March 31, 2012, total revenues of 1,07,862.16 crores and net cash inflows amounting to 6,323.31 crores and of certain associates whose financial statements reflect the Group's share of profit (net) of 34.24 crores for the year then ended and Group's share of profit of 19.68 crores up to March 31, 2012. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us by the Company's Management, and our opinion in so far as it relates to the amounts included in respect of these subsidiaries and associates is based solely on the reports of the other auditors.
  3. As stated in note 37, the financial statements of certain subsidiaries, whose financial statements reflect total liabilities (net) of 222.98 crores as at March 31, 2012, total revenues of 575.36 crores and net cash inflows amounting to 64.57 crores, the financial statements of a joint venture, whose financial statements reflect the Group's share of total assets (net) of 453.65 crores as at March 31, 2012, total revenues of 1,730.86 crores and net cash outflow amounting to 17.83 crores and financial statements of certain associates, whose financial statements reflect the Group's share of loss (net) for the year ended March 31, 2012 of 17.65 crores and Group's share of profit (net) of 264.04 crores up to March 31, 2012, are incorporated in the Consolidated Financial Statements based on management's estimates and are not audited by their auditors.
  1. Subject to the matters referred to in paragraph 3(c) and read with our comments in paragraph 3(a) above:
  1. we report that the Consolidated Financial Statements have been prepared by the Company's management in accordance with the requirements of Accounting Standard 21 (Consolidated Financial Statements), Accounting Standard 23 (Accounting for Investment in Associates in Consolidated Financial Statements) and Accounting Standard 27 (Financial Reporting of Interests in Joint Ventures) as notified under the Companies (Accounting Standards) Rules, 2006;
  2. based on our audit and on consideration of the separate audit reports on individual financial statements of the Company, its aforesaid subsidiaries, joint ventures and associates and to the best of our information and according to the explanations given to us, in our opinion, the Consolidated Financial Statements give a true and fair view in conformity with the accounting principles generally accepted in India:
    1. in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2012;
    2. in the case of the Consolidated Profit and Loss Statement, of the profit of the Group for the year ended on that date; and
    3. in the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the year ended on that date.

For DELOITTE HASKINS & SELLS
Chartered Accountants
(Registration No. 117366W)

N. VENKATRAM
Partner
(Membership No.71387)

MUMBAI, May 29, 2012
 
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