Tata Motors AR

Statutory Reports

Corporate Overview

Financial Statements

F-70

(Consolidated)

72nd Annual Report 2016-17

Opinion

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of

the other auditors on separate financial statements/financial information of the subsidiaries, associates and joint ventures referred to below in

the Other Matters paragraph, the aforesaid consolidated 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 consolidated state of

affairs of the Group, its associates and joint ventures as at March 31, 2017, and their consolidated profit/loss, consolidated total comprehensive

income/ loss, their consolidated cash flows and consolidated statement of changes in equity for the year ended on that date.

Other Matters

(a)

We did not audit the financial statements/financial information of thirteen subsidiaries, whose financial statements/financial

information reflect total assets(net) of

56,463.53 crores as at March 31, 2017, total revenues of

224,217.37 crores and net cash

outflows amounting to

3,785.40 crores for the year ended on that date, as considered in the consolidated Ind AS financial statements.

The consolidated Ind AS financial statements also include the Group’s share of net profit of

104.18 crores for the year ended March 31,

2017, as considered in the consolidated Ind AS financial statements, in respect of three associates, whose financial statements/financial

information have not been audited by us. These financial statements have been audited by other auditors whose reports have been

furnished to us by the Management and our opinion on the consolidated Ind AS financial statements, in so far as it relates to the

amounts and disclosures included in respect of these subsidiaries and associates, and our report in terms of sub-section (3) of Section

143 of the Act, in so far as it relates to the aforesaid subsidiaries and associates is based solely on the reports of the other auditors.

(b)

We did not audit the financial statements/financial information of six subsidiaries, whose financial statements/financial information

reflect total assets (net) of (-)

311.26 crores as at March 31, 2017, total revenues of

336.51 crores and net cash outflows amounting to

46.11 crores for the year ended on that date, as considered in the consolidated Ind AS financial statements. These financial statements/

financial information are unaudited and have been furnished to us by the Management and our opinion on the consolidated Ind AS

financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on

such unaudited financial statements/financial information. In our opinion and according to the information and explanations given to

us by the Management, these financial statements/financial information are not material to the Group.

(c)

The comparative financial information for the year ended March 31, 2016 and the transition date opening balance sheet as at April

1, 2015 in respect of thirteen subsidiaries and three associates included in this consolidated Ind AS financial statements prepared in

accordance with the Ind AS have been audited by other auditors and have been relied upon by us.

Our opinion on the consolidated Ind AS financial statements above, and our report on Other Legal and Regulatory Requirements below, is

not modified in respect of the above matters with respect to our reliance on the work done and the reports of other auditors and the financial

statements/financial information certified by the Management.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, based on our audit and on the consideration of the report of other auditors on separate

financial statements and the other financial information of subsidiaries, associates and joint venture companies incorporated in India,

referred in the Other Matters paragraph above 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 of the aforesaid consolidated Ind AS financial statements.

(b)

In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Ind AS financial

statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

(c)

The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the

Consolidated Cash Flow Statement and Consolidated Statement of Changes in Equity dealt with by this Report are in agreement

with the relevant books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements.

(d)

In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Indian Accounting Standards prescribed

under Section 133 of the Act.