Tata Motors AR

F-71

(e)

On the basis of the written representations received from the directors of the Parent as on March 31, 2017 taken on record by the

Board of Directors of the Parent and the reports of the statutory auditors of its subsidiary companies, associate companies, joint

venture companies and joint operation companies incorporated in India, none of the directors of the Group companies, its associate

companies, joint venture companies and its joint operation companies incorporated in India 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 and the operating effectiveness of such controls,

refer to our separate Report in “Annexure A”, which is based on the auditors’ reports of the Parent, subsidiary companies, associate

companies, joint venture companies and joint operation companies incorporated in India. Our report expresses an unmodified

opinion on the adequacy and operating effectiveness of internal financial controls over financial reporting of the Parent, its subsidiary

companies, associate companies, joint venture companies and joint operation companies incorporated in India.

(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

Auditor’s) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

The consolidated Ind AS financial statements disclose the impact of pending litigations on the consolidated financial position of

the Group, its associates, its joint ventures and joint operation companies.

ii.

Provision has been made in the consolidated Ind AS financial statements, as required under the applicable law or accounting

standards, for material foreseeable losses, if any, 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

Parent and its subsidiaries, associates, joint ventures and joint operations companies incorporated in India.

iv.

The Parent has provided requisite disclosures in the consolidated Ind AS financial statements as regards the holding and dealings

in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the November 8, 2016 of the Ministry of Finance, during

the period from November 8, 2016 to December 30, 2016 of the Group entities and joint operation companies as applicable.

However, as stated in Note No. 45 (a) to the consolidated Ind AS financial statements, amounts aggregating to

79,500/- as

represented to us by the Management have been received from transactions which are not permitted.

For

DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm Registration No. 117366W/W-100018)

B. P. SHROFF

Partner

(Membership No. 34382)

Mumbai, May 23, 2017