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Tata Motors Ltd.

BSE: 500570 Sector: Auto
NSE: TATAMOTORS ISIN Code: INE155A01022
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OPEN 475.55
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VOLUME 855522
52-Week high 536.50
52-Week low 268.50
P/E
Mkt Cap.(Rs cr) 170,372
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tata Motors Ltd. (TATAMOTORS) - Auditors Report

Company auditors report

TO THE MEMBERS OF TATA MOTORS LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Tata Motors Limited (the "Company") and its joint operations which comprise the standalone balance sheet as at31 March 2022 and the standalone statement of profit and loss (including othercomprehensive income) standalone statement of changes in equity and standalone statementof cash flows for the year then ended and notes to the standalone financial statementsincluding a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us and based on the consideration of report of other auditor on separatefinancial information of one joint operation as was audited by the other auditor theaforesaid standalone financial statements give the information required by the CompaniesAct 2013 ("Act") in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at 31 March 2022 and its loss and other comprehensive incomechanges in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the standalone financial statementsunder the provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence obtained by us along with the consideration of report ofthe other auditor referred to in the "Other Matters" section below issufficient and appropriate to provide a basis for our opinion on the standalone financialstatements.

Emphasis of matter

We draw attention to Note 2(c) of the standalone financial statements which describesin detail the economic and social consequences/ disruption the Company is facing as aresult of COVID-19 which is impacting supply chains / consumer demand / financial markets/ commodity prices / personnel available for work. Our opinion is not modified in respectof this matter.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.

Description of Key Audit Matter

Transfer of Passenger Vehicle Undertaking (PV Undertaking)
The key audit matter How the matter was addressed in our audit
During the current year the Company has transferred its PV Undertaking to its step down subsidiary Rs.Tata Motors Passenger Vehicles LimitedRs. (TMPVL) (formerly known as TML Business Analytics Services Limited) in accordance with the Scheme of Arrangement (Scheme) approved by the National Company Law Tribunal (Rs.NCLTRs.) vide its Order dated August 24 2021. The Company has filed the NCLT approved scheme with the Registrar of Companies and received all other regulatory approvals and the scheme is effective from January 01 2022. Accordingly the assets and liabilities of PV Undertaking have been transferred to TMPVL as on January 01 2022. In view of the significance of the matter we applied the following audit procedures in this area among others to obtain sufficient appropriate audit evidence:
The Company has accounted for this transfer in accordance with the generally accepted accounting principles and has recognized the excess of consideration received over the carrying value of net assets transferred amounting to Rs. 1960.04 crores in Capital Reserve. (Refer note 46 to the Standalone Financial Statements) Test of Controls:
The transfer of PV Undertaking has significant measurement and disclosure impacts on the Company standalone financial statements. This involves identification of assets and liabilities to be transferred • We evaluated the design and tested the operating effectiveness of the key control over the identification of assets and liabilities of the PV Undertaking to be transferred from the Company to TMPVL pursuant to the Scheme and recording the impact of the Scheme.
as part of the Scheme and disclosure of revenue expenses and pretax profit or loss of discontinued operations as a single amount in the Statement of Profit or Loss for current and previous year in accordance with Ind AS 105: Non current Assets Held for Sale and Discontinued Operations. Further significant judgement is required in determining the appropriate accounting treatment. • We evaluated the design and tested the operating effectiveness of the key control for identification of amounts to be disclosed as discontinued operations and related disclosures in the standalone financial statements.
Thus we have identified transfer of PV Undertaking as a key audit matter given that it is a significant complex unusual / non-routine transaction and material to the standalone financial statements and that is fundamental to the usersRs. understanding of the financial statements. Test of Details:
• We read minutes of meetings of the Board of Directors of the Company the Scheme of Arrangement and the NCLT Order to analyse the key terms and conditions of theunderlying Scheme of Arrangement;
• We have performed necessary procedures to determine the completeness and accuracy of the assets and liabilities identified as part of transfer of PV Undertaking;
• We evaluated the appropriateness of the accounting treatment followed by the Company;
• We have performed necessary procedures to verify the amounts disclosed as discontinued operations in the Statement of Profit or Loss for the current and previous year;
• We analysed the accounting treatment and adequacy of disclosure for compliance with applicable Indian Accounting Standards and accounting principles generally accepted in India;
• We evaluated the Company assessment of the income tax impact of the above business transfer (from a seller perspective) and its impact on the standalone financial statements. We involved tax specialist for the same.

Other Information

The Company Management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Companyannual report but does not include the standalone financial statements and our auditorreport thereon.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated. If based on thework we have performed and based on the work done / audit report of the other auditor weconclude that there is a material misstatement of this other information we are requiredto report that fact. We have nothing to report in this regard.

Management and Board of DirectorsRs. Responsibilities for the Standalone FinancialStatements

The Company Management and Board of Directors are responsible for the matters stated inSection 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs profit/loss and othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under Section 133 of the Act. The respective Management andBoard of Directors of the companies are responsible for maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets ofeach company and for preventing and detecting frauds and other irregularities; selectionand application of appropriate accounting policies; making judgments and estimates thatare reasonable and prudent; and design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the standalone financial statements the respective Management and Boardof Directors are responsible for assessing the ability of each company to continue as agoing concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless the respective Board of Directors either intendsto liquidate the company or to cease operations or has no realistic alternative but to doso.

The respective Board of Directors are also responsible for overseeing the financialreporting process of each company.

Auditor Responsibilities for the Audit of the Standalone

Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by the Management and Board ofDirectors.

• Conclude on the appropriateness of the Management and Board of Directors use ofthe going concern basis of accounting in preparation of standalone financial statementsand based on the audit evidence obtained whether a material uncertainty exists relatedto events or conditions that may cast significant doubt on the Company ability to continueas a going concern. If we conclude that a material uncertainty exists we are required todraw attention in our auditor report to the related disclosures in the standalonefinancial statements or if such disclosures are inadequate to modify our opinion. Ourconclusions are based on the audit evidence obtained up to the date of our auditor report.However future events or conditions may cause the Company to cease to continue as a goingconcern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures

and whether the standalone financial statements represent the underlying transactionsand events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial statements/ financial information of joint operations of the Company to express an opinion on thestandalone financial statements. We are responsible for the direction supervision andperformance of the audit of financial statements / financial information of such jointoperation included in the standalone financial statements of which we are the independentauditors. For the other joint operation included in the standalone financial statementswhich has been audited by the other auditor such other auditor remains responsible forthe direction supervision and performance of the audit carried out by them. We remainsolely responsible for our audit opinion. Our responsibilities in this regard are furtherdescribed in the section titled "Other Matters" in this audit report.

We communicate with those charged with governance of the Company and such other entityincluded in the standalone financial statements of which we are the independent auditorsregarding among other matters the planned scope and timing of the audit and significantaudit findings including any significant deficiencies in internal control that weidentify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Other Matters

We did not audit the financial information of one joint operation (which ceased to be ajoint operation on January 01 2022) included in the standalone financial statements ofthe Company whose financial information reflect total revenue (before consolidationadjustments) of Rs. 10213.55 crores and net cash outflows (before consolidationadjustments) amounting to Rs. 657.82 crores for the period from April 01 2021 to December31 2021 as considered in the standalone financial statements. The financial informationof this joint operation has been audited by the other auditor whose report has beenfurnished to us and our opinion in so far as it

relates to the amounts and disclosures included in respect of this

joint operation is based solely on the report of such other auditor.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor Report) Order 2020 ("the Order")issued by the Central Government of India in terms of Section 143 (11) of the Act we givein the "Annexure A" a statement on the matters specified in paragraphs 3 and 4of the Order to the extent applicable.

2. (A) As required by Section 143(3) of the Act based on our

audit and on the consideration of report of the other auditor on separate financialstatements of one joint operation that was audited by the other auditor as noted in the"Other Matters" paragraph 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 and its joint operations so far as it appears from our examination of those booksand the report of the other auditor.

c) The standalone balance sheet the standalone statement of profit and loss (includingother comprehensive income) the standalone statement of changes in equity and thestandalone statement of cash flows dealt with by this Report are in agreement with therelevant books of account.

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31March 2022 taken on record by the Board of Directors and the report of the statutoryauditors of the joint operation none of the directors is disqualified as on 31 March 2022from 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 with reference tofinancial statements of the Company and its joint operations which are companiesincorporated in India and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".

(B) With respect to the other matters to be included in the Auditor Report inaccordance with Rule 11 of the Companies (Audit and Auditor) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us and basedon the consideration of the report of the other auditor on separate financial statementsof a joint operation as noted in the "Other Matters" paragraph:

a) The standalone financial statements disclose the impact of pending litigations as at31 March 2022 on the financial position of the Company and its joint operation to thestandalone financial statements.

b) Provision has been made in the standalone financial statements as required underthe applicable law or accounting standards for material foreseeable losses if any onlong-term contracts including derivative contracts to the standalone financial statements.

c) There has been no delay in transferring amounts to the Investor Education andProtection Fund by the Company or its joint operations incorporated in India during theyear ended 31 March 2022.

d) (i) The management has represented that to the best of its knowledge and beliefexcept as disclosed in the note 49 (iv) to the standalone financial statements no fundshave been advanced or loaned or invested (either from borrowed funds or share premium orany other sources or kind of funds) by the Company or its joint operation companiesincorporated in India to or in any other persons or entities including foreign entities("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Companyor its joint operation companies incorporated in India or

• provide any guarantee security or the like to or on behalf of the UltimateBeneficiaries.

(ii) The management has represented that to the best of its knowledge and belief asdisclosed in the note 49 (v) to the standalone financial statements no funds have beenreceived by the Company or its joint operation from any persons or entities includingforeign entities ("Funding Parties") with the understanding whether recordedin writing or otherwise that the Company or its joint operation companies incorporated inIndia shall:

• directly or indirectly lend or invest in other persons or entities identifiedin any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of theFunding Party or

• provide any guarantee security or the like from or on behalf of the UltimateBeneficiaries.

(iii) Based on such audit procedures as considered reasonable and appropriate in thecircumstances nothing has come to our notice that has caused us to believe that therepresentations under subclause (d) (i) and (d) (ii) contain any material misstatement.

e) The Company has neither declared nor paid any dividend during the year. In respectof a joint operation the final dividend paid by the joint operation during the year inrespect of the same declared for the previous year is in accordance with section 123 ofthe Companies Act 2013 to the extent it applies to payment of dividend.

The Board of Directors of the joint operation have proposed final dividend for the yearwhich is subject to the approval of the members of the joint operation at their ensuingAnnual General Meeting. The dividend declared is in accordance with section 123 of the Actto the extent it applies to declaration of dividend.

(C) With respect to the matter to be included in the Auditor Report under Section197(16) of the Act:

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) of the Act whichare required to be commented upon by us.

Further with respect to the joint operations included in the standalone financialstatements in our opinion and according to the information and explanations given to usthe provisions of Section 197 of the Act are not applicable to the joint operationcompanies incorporated in India since none of these companies is a public company.

For B S R & Co. LLP
Chartered Accountants
Firm Registration No. 101248W/W-100022
Shiraz Vastani
Place: Mumbai Partner
Date: 12 May 2022 Membership No.103334
UDIN -22103334AIVTXO1213

Annexure A to the Independent AuditorsRs. report on Standalone Financial Statements -31 March 2022

(Referred to in our report of even date)

(i) (a) (A) The Company has maintained proper records showing full particularsincluding quantitative details and situation of Property Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of intangibleassets.

(i) (b) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the Company has a regular programme ofphysical verification of its Property Plant and Equipment by which all property plantand equipment are verified in a phased manner over a period of three years. In accordancewith this programme certain property plant and equipment were verified during the year.In our opinion this periodicity of physical verification is reasonable having regard tothe size of the Company and the nature of its assets. No material discrepancies werenoticed on such verification.

(i) (c ) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the title deeds of immovable properties(other than immovable properties where the Company is the lessee and the leases agreementsare duly executed in favour of the lessee) disclosed in the standalone financialstatements are held in the name of the Company.

(i) (d) According to the information and explanations given to

us and on the basis of our examination of the records of the Company the Company hasnot revalued its Property Plant and Equipment (including Right of Use assets) orintangible assets or both during the year.

(i) (e) According to information and explanations given to us and on the basis of ourexamination of the records of the Company there are no proceedings initiated or pendingagainst the Company for holding any benami property under the Prohibition of BenamiProperty Transactions Act 1988 and rules made thereunder.

(ii) (a) The inventory except goods-in-transit and stocks lying with third partieshas been physically verified by the management during the year. For stocks lying withthird parties at the year-end written confirmations have been obtained and for inwardgoods-in-transit subsequent evidence of receipts has been linked with inventory records.In our opinion the frequency of such verification is reasonable and procedures andcoverage as followed by management were appropriate. No discrepancies were noticed onverification between the physical stocks and the book records that were more than 10% inthe aggregate of each class of inventory.

(ii) (b) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the Company has been sanctioned workingcapital limits in excess of five crore rupees in aggregate from banks or financialinstitutions on the basis of security of current assets. In our opinion the quarterlyreturns or statements filed by the Company with such banks or financial institutions arein agreement with the books of account of the Company except for statements filed forquarters ended 30 June 2021 30 September 2021 and 31 December 2021 with State Bank ofIndia Bank of America Citibank N.A. HDFC Bank Limited ICICI Bank Limited StandardChartered Bank Union Bank of India Kotak Mahindra Bank Limited and Bank of Baroda wheredifferences were noted between the amount as per books of account for respective quartersand amount as reported in the quarterly statements. The differences were in case ofDebtors amounting to Rs. 689 crores (amount reported - Rs. 3166 crores vs amount perbooks of account - Rs. 2477 crores) Rs. 490 crores (amount reported - Rs. 2799 croresvs amount per books of account - Rs. 2309 crores) and Rs. 758 crores (amount reported -Rs. 3191 crores vs amount per books of account - Rs. 2433 crores) for the quarter ended30 June 2021 30 September 2021 and 31 December 2021 respectively. Further Creditors hada difference of Rs. 38 crores (amount reported - Rs. 3246 crores vs amount per books ofaccount - Rs. 3208 crores) for the quarter ended 30 June 2021; and Inventory had adifference of Rs. 44 crores (amount reported - Rs. 5472 crores vs amount per books ofaccount - Rs. 5516 crores) for the quarter ended 30 September 2021. These statements weresubsequently rectified after year ended 31 March

2022 and submitted to the respective banks.

(iii) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not provided any guarantee orsecurity or granted any secured loans or secured or unsecured advances in the nature ofloans to companies firms limited liability partnerships or any other parties during theyear. The Company has made investments in granted unsecured loans and advances in thenature of loans to companies and other parties in respect of which the requisiteinformation is as below. The Company has not made investments in or granted any unsecuredloans to firms limited liability partnerships or any other parties during the year.

(a) Based on the audit procedures carried on by us and as per the information andexplanations given to us the Company has provided loans to subsidiaries employees andadvances in the nature of loans as below:

Particulars Loans Advances in the nature of loans
Aggregate amount during the year
- Subsidiaries* 110.77
- Others
- Employees 18.20
- Suppliers -
Balance outstanding as at balance sheet date
- Subsidiaries* 619.29
- Others
- Employees 32.00
- Suppliers 61.02

*As per the Companies Act 2013

(b) According to the information and explanations given to us and based on the auditprocedures conducted by us in our opinion the investments made and the terms andconditions of the loans granted during the year are prima facie not prejudicial to theinterest of the Company. The Company has not provided any guarantee or security or grantedany advances in the nature of loans during the year.

(c ) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company in the case of loans given in our opinion therepayment of principal and payment of interest has been stipulated and the receipts havebeen regular except in case of two wholly-owned subsidiaries outside India wherecumulative principal amount of Rs. 613 crores and cumulative interest amount of Rs. 144crores which was due for repayment in earlier years has not been collected as at 31 March2022 since management believes that these amounts are not recoverable as thesesubsidiaries are in losses and the amounts have been provided for in the financialstatements of the Company.

Further during the year the Company has converted the loans given to its othersubsidiaries into investments aggregating to Rs. 107.92 crores. These loans were not dueas on the date of conversion.

Further the Company has given advance in the nature of loan to three suppliers asmentioned below.

Name of the entity Amount (Rs. Crores) Remarks
Autoline Industries Limited 18.70 These amounts were due for repayment in earlier years but have not been collected as at 31 March 2022.
Ganage Pressings Private Limited 5.00
Rojee Tasha Stampings Private Limited 21.00

(d) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there is no overdue amount for more than ninetydays in respect of loans given except in case of two wholly-owned subsidiaries outsideIndia and three suppliers as reported in para iii (c ) above.

(e) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there is no loan or advance in the nature ofloan granted falling due during the year which has been renewed or extended or freshloans granted to settle the overdues of existing loans given to same parties.

(f) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not granted any loans oradvances in the nature of loans either repayable on demand or without specifying any termsor period of repayment.

(iv) According to the information and explanations given to us and on the basis of ourexamination of records of the Company in respect of investments made and loansguarantees and security given by the Company in our opinion the provisions of Section 185and 186 of the Companies Act 2013 ("the Act") have been complied with.

(v) According to the information and explanations given to us the Company has notaccepted any deposits or amounts which are deemed to be deposits from the public duringthe year.

In respect of unclaimed deposits the Company has complied with the provisions ofsection 73 to 76 of the Act and the rules framed thereunder.

(vi) We have broadly reviewed the books of accounts maintained by the Company pursuantto the rules prescribed by the Central Government for maintenance of cost records underSection 148(1) of the Act in respect of its manufactured goods and services provided by itand are of the opinion that prima facie the prescribed accounts and records have beenmade and maintained. However we have not carried out a detailed examination of therecords with a view to determine whether these are accurate or complete.

(vii) (a) The Company does not have liability in respect of Service

tax Duty of excise Sales tax and Value added tax during the year since effective 1July 2017 these statutory dues has been subsumed into GST.

According to the information and explanations given to us and on the basis of ourexamination of the records of the Company in our opinion amounts deducted / accrued inthe books of account in respect of undisputed statutory dues including Goods and ServicesTax (Rs.GSTRs.) Provident fund EmployeesRs. State Insurance Income- Tax Duty ofCustoms Cess and other statutory dues have generally been regularly deposited with theappropriate authorities except for Provident fund dues referred to in note 38 to thefinancial statements. We are informed by the Company that the Employee State InsuranceAct 1948 is applicable only to certain locations of the

Company. With regard to the contribution under the Employee Deposit Linked InsuranceScheme 1976 (the scheme) the Company has sought exemption from making contribution tothe scheme since it has its own Life Cover Scheme. The Company has made an application onAugust 31 2020 seeking an extension of exemption from contribution to the Scheme for aperiod of 3 years approval of which is awaited. We are further informed by the Companythat they have filed for surrender of exemption available to its Pension Trust effective 1October 2019.

According to the information and explanations given to us and on the basis of ourexamination of the records of the Company no undisputed amounts payable in respect ofGoods and Services Tax (Rs.GSTRs.) Provident fund EmployeesRs. State InsuranceIncome-Tax Duty of Customs Cess and other statutory dues were in arrears as at 31 March2022 for a period of more than six months from the date they became payable. We drawattention to note 38 to the financial statements which more fully explains the matterregarding non- payment of provident fund contribution pursuant to Supreme Court judgementdated 28 February 2019.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company statutory dues relating to Goods and ServiceTax Provident Fund Employees State Insurance Income-Tax Duty of Customs or Cess orother statutory dues which have not been deposited on account of any dispute are asfollows:

Name of the statute Nature of the dues Gross Demand (Rs. in Crore) Paid under Protest* (Rs. in Crore) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 2.78 2.78 1982-83 1991-92 and 1995-96 High Court
107.50 92.78 AY 2006-07 to AY 2012-13 and erstwhile Tata Finance Limited Income Tax Appellate Tribunal
928.56 59.74 AY 2003-04 and AY 2013-14 to 2016-2017 and erstwhile Tata Motors Drivelines Limited 201516 Commissioner of Income Tax (Appeals)#
Central Excise Act 1944 Duty of excise 42.95 0.15 1991-92 1992-93 1993-94 2002-03 2005-06 2006-07 2009-10 2010-11 2011-12 High Court
633.48 25.26 1991-921992- 931994951996- 971997-98 and 1999-2000 to 2017-18 The Custom Excise and Service Tax Appellate Tribunal
2.22 0.32 1984-85 and 1999-00 to 2017- 18 Appellate Authority up to Commissioner level
Finance Act Service tax 1086.69 10.79 2004-05 to 2013- 14 High Court
2014 142.51 6.21 2004-05 to 2017- 18 The Custom Excise and Service Tax Appellate Tribunal
5.36 0.40 2011-2015 20152016 2016-2017 Commissioner
Sales Tax Sales tax 13.18 - 1995-96 Supreme Court
281.41 51.13 1984-85 to 198889 1990-91 2001-02 to 20052006 2007-08 to 2016-17 High Court
325.40 17.74 1986-87 1989-90 2002-03 to 201415 2017-18 The Custom Excise and Service Tax Appellate Tribunal
822.67 43.31 1979-80 1986-87 and 1989-90 to 2017-18 Appellate Authority up to Commissioner level
Customs Act 1962 Duty of customs 3.90 3.90 2011-12 Supreme Court
7.49 3.11 2008-09 High Court
Goods and Services Tax Goods and Services Tax 17.56 0.12 2018-19 The Goods and Services Tax Appellate Tribunal
0.56 0.11 2017-18 to 2020-21 Appellate Authority up to Commissioner level

*includes refunds adjusted by the authorities.

# This includes demand of Rs. 417.12 crores for AY 2014-15 and Rs. 385.95 crores for AY2015-16 which has been subsequently deleted pursuant to Orders under section 154 of theIncome Tax Act 1961 dated 6 May 2022 and 9 May 2022 respectively.

(viii) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the Company has not surrendered ordisclosed any transactions previously unrecorded as income in the books of account inthe tax assessments under the Income Tax Act 1961 as income during the year.

(ix) (a) According to the information and explanation given to us in respect ofinter-corporate deposits / loans amounting to

Rs. 4466 crores which are repayable on demand and schedules for payment of interestthereon have not been stipulated such inter-corporate deposits / loans and interestthereon have not been demanded for repayment during the current year. In respect of otherloans according to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not defaulted in repayment ofinter-corporate deposits / loans and borrowing or in the payment of interest thereon toany lender.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not been declared a wilfuldefaulter by any bank or financial institution or government or government authority.

(c ) In our opinion and according to the information and explanations given to us bythe management term loans were applied for the purpose for which the loans were obtained.

(d) According to the information and explanations given to us and on an overallexamination of the balance sheet of the Company as at 31 March 2022 we report that thefunds raised on short term basis of Rs. 8391 crores have been used for long terminvestment.

(e) According to the information and explanations given to us and on an overallexamination of the standalone financial statements of the Company we report that theCompany has not taken any funds from any entity or person on account of or to meet theobligations of its subsidiaries associates or joint ventures as defined under the Act.

(f) According to the information and explanations given to us and procedures performedby us we report that the Company has not raised Loans during the year on the pledge ofsecurities held in its subsidiaries joint ventures or associate companies (as definedunder the Act).

(x) (a) The Company has not raised any moneys by way of initial public offer or furtherpublic offer (including debt instruments). Accordingly clause 3(x)(a) of the Order is notapplicable.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly clause 3(x)(b) of the Order is not applicable.

(xi) (a) During the course of our examination of the books and records of the Companyand according to the information and explanations given to us no material fraud by theCompany or on the Company has been noticed or reported during the year except that we havebeen informed about three instances estimated to aggregate Rs. 15 crores involving threeemployees who in collusion with certain vendors processed payments with inadequatedocuments and benefitted from them. The services of these employees have been terminated.

(b) According to the information and explanations given to us no report undersub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 asprescribed under Rule 13 of the Companies (Audit and Auditors) Rules 2014 with theCentral Government.

(c ) We have taken into consideration the whistle blower complaints received by theCompany during the year while determining the nature timing and extent of our auditprocedures.

(xii) According to the information and explanations given to us the Company is not aNidhi Company. Accordingly clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to usthe transactions with related parties are in compliance with Section 177 and 188 of theAct where applicable and the details of the related party transactions have beendisclosed in the standalone financial statements as required by the applicable accountingstandards.

(xiv) (a) Based on information and explanations provided to us and our auditprocedures in our opinion the Company has an internal audit system commensurate with thesize and nature of its business.

(b) We have considered the internal audit reports of the Company issued till date forthe period under audit.

(xv) In our opinion and according to the information and explanations given to us theCompany has not entered into any non-cash transactions with its directors or personsconnected to its directors and hence provisions of Section 192 of the Act are notapplicable to the Company.

(xvi) (a) The Company is not required to be registered under Section 45-IA of theReserve Bank of India Act 1934. Accordingly clause 3(xvi)(a) of the Order is notapplicable.

(b) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly clause 3(xvi)(b) of the Order is not applicable.

(c ) The Company is not a Core Investment Company (CIC) as defined in the regulationsmade by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of the Order is notapplicable.

(d) According to the information and explanations provided to us the Group (as per theprovisions of the Core Investment Companies (Reserve Bank) Directions 2016) has more thanone CIC as part of the Group. The Group has six CICs as part of the Group.

(xvii) The Company has not incurred cash losses in the current and in the immediatelypreceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year.Accordingly clause 3(xviii) of the Order is not applicable.

(xix) According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realisation of financial assets and paymentof financial liabilities other information accompanying the standalone financialstatements our knowledge of the Board of Directors and management plans and based on ourexamination of the evidence supporting the assumptions nothing has come to our attentionwhich causes us to believe that any material uncertainty exists as on the date of theaudit report that the Company is not capable of meeting its liabilities existing at thedate of balance sheet as and when they fall due within a period of one year from thebalance sheet date. We however state that this is not an assurance as to the futureviability of the Company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due.

(xx) In our opinion and according to the information and explanations given to usthere is no unspent amount under sub-section (5) of section 135 of the Act pursuant to anyproject. Accordingly clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

(xxi) In our opinion and according to the information and explanations given to usfollowing joint operation companies incorporated in India and included in the standalonefinancial statements have unfavourable remarks qualifications or adverse remarks givenby the respective auditors in their reports under the Companies (Auditor Report) Order2020 (CARO):

Sr. No. Name of the entities CIN Holding Company/Subsidiary/ JV/ Associate / Joint operation Clause number of the CARO report which is unfavourable or qualified or adverse
1. Fiat India Automobiles Private Limited U28900PN1997PTC130940 Joint operation (Ceased to be Joint operation w.e.f. 01 January 2022) Clause (ii)(b)
For B S R & Co. LLP
Chartered Accountants
Firm Registration No. 101248W/W-100022
Shiraz Vastani
Place: Mumbai Partner
Date: 12 May 2022 Membership No.103334
UDIN -22103334AIVTXO1213

Annexure B to the Independent AuditorsRs. report on the standalone financial statementsof Tata Motors Limited for the year ended 31 March 2022.

Report on the internal financial controls with reference to the aforesaid standalonefinancial statements under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct 2013

(Referred to in paragraph 2(A)(f) under Rs.Report on Other Legal and RegulatoryRequirementsRs. section of our report of even date)

Opinion

We have audited the internal financial controls with reference to financial statementsof Tata Motors Limited ("the Company") as of 31 March 2022 in conjunction withour audit of the standalone financial statements of the Company for the year ended on thatdate which includes internal financial controls with reference to financial statements ofthe Company joint operation which is a company incorporated in India.

In our opinion the Company and its joint operation which is a company incorporated inIndia has in all material respects adequate internal financial controls with referenceto financial statements and such internal financial controls were operating effectively asat 31 March 2022 based on the internal financial controls with reference to financialstatements criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India (the"Guidance Note").

Management Responsibility for Internal Financial Controls

The Company management and the Board of Directors are responsible for establishing andmaintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial informationas required under the Companies Act 2013 (hereinafter referred to as "theAct").

Auditors Responsibility

Our responsibility is to express an opinion on the Company internal financial controlswith reference to financial statements based on our audit. We conducted our audit inaccordance with the Guidance Note and the Standards on Auditing prescribed under section143(10) of the Act to the extent applicable to an audit of internal financial controlswith reference to financial statements. Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls with reference to financialstatements were established and maintained and whether such controls operated effectivelyin all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit

of internal financial controls with reference to financial statements includedobtaining an understanding of such internal financial controls assessing the risk that amaterial weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor judgement including the assessment of the risks of materialmisstatement of the standalone financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company internal financial controls withreference to financial statements.

Meaning of Internal Financial controls with Reference to Financial Statements

A company internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company internal financial controls withreference to financial statements include those policies and procedures that (1) pertainto the maintenance of records that in reasonable detail accurately and fairly reflectthe transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial controls with Reference to FinancialStatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to standalone financial statements to future periods are subject to the riskthat the internal financial controls with reference to standalone financial statements maybecome inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate.

For B S R & Co. LLP
Chartered Accountants
Firm Registration No. 101248W/W-100022
Shiraz Vastani
Place: Mumbai Partner
Date: 12 May 2022 Membership No.103334
UDIN - 22103334AIVTXO1213

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