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Tata Motors Ltd.

BSE: 500570 Sector: Auto
NSE: TATAMOTORS ISIN Code: INE155A01022
BSE 00:00 | 21 Sep 250.20 -2.50
(-0.99%)
OPEN

254.75

HIGH

257.70

LOW

229.05

NSE 00:00 | 21 Sep 250.35 -2.25
(-0.89%)
OPEN

255.05

HIGH

257.70

LOW

228.85

OPEN 254.75
PREVIOUS CLOSE 252.70
VOLUME 1552086
52-Week high 466.95
52-Week low 229.05
P/E 47.12
Mkt Cap.(Rs cr) 78,946
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 254.75
CLOSE 252.70
VOLUME 1552086
52-Week high 466.95
52-Week low 229.05
P/E 47.12
Mkt Cap.(Rs cr) 78,946
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 Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Tata MotorsLimited ("the Company") which comprise the Balance Sheet as at 31 March 2018the Statement of Profit and Loss the Statement of Changes in Equity and the Statement ofCash Flows for the year then ended and summary of the significant accounting policies andother explanatory information and includes two joint operations consolidated on aproportionate basis.

Management's Responsibility for the Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone Ind AS financial statements that give a true and fair view of the stateof affairs profit/loss and other comprehensive income changes in equity and cash flowsof the Company including its joint operations in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) prescribedunder section 133 of the Act.

The respective Board of Directors of the Company and its joint operations areresponsible for maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and its joint operationsand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone Ind AS financial statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

In preparing the financial statements the respective Board of Directors of the Companyand its joint operations are responsible for assessing the ability of the Company and itsjoint operations to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless respectivemanagement either intends to liquidate the Company / joint operation or to ceaseoperations or has no realistic alternative but to do so.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone Ind AS financial statements are freefrom material misstatement. An audit involves performing procedures to obtain auditevidence about the amounts and the disclosures in the standalone Ind AS financialstatements. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the standalone Ind AS financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thestandalone Ind AS financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the standalone Ind AS financial statements. We are alsoresponsible to conclude on the appropriateness of management's use of the going concernbasis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theentity's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in the auditor's report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify the opinion. Our conclusions are based on the audit evidence obtained up to thedate of the auditor's report. However future events or conditions may cause an entity tocease to continue as a going concern.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide 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 explanationsgiven to us and based on the consideration of report of other auditor on separatefinancial statements of one joint operation the aforesaid standalone Ind AS financialstatements give the information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generally accepted inIndia of the state of affairs of the Company as at 31 March 2018 its loss and othercomprehensive income changes in equity and its cash flows for the year ended on thatdate.

Other Matters

1. The comparative financial information of the Company for the year ended 31 March2017 prepared in accordance with Ind AS included in these standalone Ind AS financialstatements have been audited by the predecessor auditor which have been adjusted to giveeffect to the scheme of merger explained in Note 47 (iii) to the standalone Ind ASfinancial statements. The report of the predecessor auditor on the comparative financialinformation dated 23 May 2017 expressed an unmodified opinion.

2. We did not audit the financial statements of one joint operation included in thestandalone Ind AS financial statements whose financial statements reflect total assets ofRs 6940.15 crores and net assets of Rs 3375.06 crores as at 31 March 2018 totalrevenues of Rs 6994.76 crores and net cash outflows amounting to Rs 115.57 crores for theyear ended on that date as considered on a proportionate basis in the standalone Ind ASfinancial statements. These financial statements have been audited by other auditor whosereport has been furnished to us by the management and our report on the standalone Ind ASfinancial statements in so far as it relates to the amounts and disclosures included inrespect of this joint operation is based solely on the report of the other auditor.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. 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 A" a statement on the matters specified in paragraphs 3 and 4 of theOrder for the Company (excluding its joint operations).

2. As required by Section 143(3) of the Act based on our audit and on theconsideration of report of the other auditor on separate financial statements of a jointoperation we report that: a) We have sought and obtained all the information andexplanations which to the best of our knowledge and belief were necessary for the purposesof our audit. b) In our opinion proper books of account as required by law have been keptby the Company and its joint operations so far as it appears from our examination of thosebooks and the report of the other auditor. c) The Balance Sheet the Statement of Profitand Loss the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the relevant books of account.

d) In our opinion the aforesaid standalone Ind AS financial statements comply with theIndian Accounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31March 2018 taken on record by the Board of Directors and the report of the statutoryauditors of the joint operations none of the directors of the Company and its jointoperations is disqualified as on 31 March 2018 from being appointed as a director in termsof 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".

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand 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 financialposition in its standalone Ind AS financial statements; - Refer Note 38 to the standaloneInd AS financial statements.

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts; - Refer Note 47 (v) to the standalone Ind AS financial statements.

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

iv. The disclosures in the financial statements regarding holdings as well as dealingsin specified bank notes during the period from 8 November 2016 to 30 December 2016 havenot been made since they do not pertain to the financial year ended 31 March 2018.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Yezdi Nagporewalla
Mumbai Partner
23 May 2018 Membership No: 049265

Annexure A to the Independent Auditor's Report – 31 March 2018

(Referred to in paragraph (1) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets except for certain tools where theCompany is in the process of updating the location.

(b) The Company has a regular program of physical verification of its fixed assets bywhich its fixed assets are verified in a phased manner over a period of three years. Inour opinion this periodicity of physical verification is reasonable having regard to thesize of the Company and the nature of its fixed assets. However fixed assets aggregatingto a carrying value of Rs 210.14 crores were not verified during the year though planned.As represented by the management these will be verified during the financial year2018-19. According to the information and explanations given to us no materialdiscrepancies were noticed on verification of the balance fixed assets.

( c ) According to the information and explanations given to us the records examinedby us and based on the examination of the registered sale deed /transfer deed /conveyancedeed /court orders approving schemes of arrangements /amalgamations provided to us wereport that the title deeds comprising all the immovable properties of land andbuildings which are freehold are held in the name of the Company as at the Balance Sheetdate except for certain title deeds for lands amounting to Rs 525.80 crores which are yetto be transferred in the name of the Company. In respect of immovable properties that havebeen taken on lease and disclosed as property plant and equipment in the standalone IndAS financial statements the lease agreements are in the name of the Company where theCompany is the lessee in the agreement.

(ii) The inventory including inventory lying with third parties exceptgoods-in-transit has been physically verified by the management during the year. In ouropinion the frequency of such verification is reasonable and adequate in relation to thesize of the Company and the nature of its business. The discrepancies noticed onverification between the physical stocks and the book records were not material and havebeen properly dealt with in the books of account.

(iii) According to information and explanations given to us the Company has grantedloans secured or unsecured to companies firms or other parties covered in the Registermaintained 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 primafacie not prejudicial to the Company's interest.

(b) The schedule of repayment of principal and payment of interest has been stipulatedand repayments or receipts of principal amounts and interest have been regular as perstipulations.

(c ) There is no amount overdue for more than 90 days at the Balance Sheet date.

(iv) According to the information and explanations given to us the Company hascomplied with provisions of section 185 and 186 of the Companies Act 2013 in respect ofgrant of loans making investments and providing guarantees and securities as applicable.

(v) According to the information and explanations given to us the Company has notaccepted any deposits during the year. In respect of unclaimed deposits the Company hascomplied with the provisions of section 73 to 76 of the Act and the rules framedthereunder.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules prescribed by the Central Government for maintenance of cost records undersection 148(1) of the Companies Act 2013 in respect of manufacture of products and are ofthe opinion that prima facie the prescribed accounts and records have been made andmaintained. However we have not made a detailed examination of the cost records.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted / accrued in the books ofaccount in respect of undisputed statutory dues including Provident fund Employees' stateinsurance Income tax Sales tax Service tax Duty of customs Duty of excise Valueadded tax Goods and services tax and other material statutory dues have generally beenregularly deposited during the year by the Company with the appropriate authorities. Weare informed by the Company that the Employee's State Insurance Act 1948 is applicableonly to certain locations of the Company. With regard to the contribution under theEmployee's Deposit Linked Insurance Scheme 1976 (the scheme) the Company has soughtexemption from making contribution to the scheme since it has its own Life Cover Scheme.The Company has made application on March 28 2017 seeking an extension of exemption fromcontribution to the Scheme for a period of 3 years which is awaited.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident fund Employees' state insurance Income tax Sales taxService tax Duty of excise Duty of customs Value added tax Goods and services tax andother material statutory dues were in arrears as at 31 March 2018 for a period of morethan six months from the date they became payable.

(b) According to the information and explanations given to us there are no dues ofIncome tax Sales tax Service tax Value added tax Goods and services tax Duty ofcustoms and Duty of excise which have not been deposited by the Company with appropriateauthorities on account of any disputes except for the following:

Name of the statute Nature of dues Amount Amount paid under protest Amount outstanding Period to which the amount relates Forum where dispute is pending
(Rs in crores) (Rs in crores) (Rs in crores)
Income Tax Act 1961 Income tax 2.78 2.78 - 1982-83 1991-92 and 1995-96 High Court
162.51 162.51 - 1997-98 to 1999-2000 2003-04 to 2011-12 Income Tax Appellate Tribunal
330.65 111.78 218.87 2007-08 2012-13 and 2013-14 Commissioner of Income Tax
Appeals
Central Excise Act 1944 Duty of excise 133.13 45.37 87.76 1991-92 to 1993-94 1995-96 to 1999-2000 2002-03 2005-06 to 2010-11 High Court
1384.72 22.06 1362.66 1989-90 1990-91 1992-93 1994- 95 1996-97 1997-98 1999-2000 to 2016-17 The Customs Excise and Service Tax Appellate Tribunal
32.10 1.91 30.19 1984-85 1994-95 1995-96 1997- 98 2000-01 2006-07 to 2016-17 Appellate Authority upto Commissioner's level
Finance Act 1994 Service tax 1116.13 12.79 1103.34 2003-04 to 2014-15 The Customs Excise and Service Tax Appellate Tribunal
1.98 0.07 1.91 2011-12 Appellate Authority upto Commissioner's level
Sales Tax Sales tax 13.18 - 13.18 1995-96 Supreme Court
254.33 50.40 203.93 1984-85 to 1988-89 1990-91 2001-02 to 2005-06 High Court
99.24 27.92 71.32 1983-84 1986-87 1989-90 1991- 92 2000-01 2004-05 to 2016-17 The Customs Excise and Service Tax Appellate Tribunal
515.92 30.17 485.75 1979-80 1986-87 1988-89 to 2016-17 Appellate Authority upto Commissioner's level
Customs Act 1962 Duty of customs 3.90 3.90 - 2011-12 Supreme Court
7.49 3.11 4.38 2008-09 The Customs Excise and Service Tax Appellate Tribunal

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of loans or borrowings to financialinstitutions banks and government and dues to debenture holders.

(ix) In our opinion and according to the information and explanations given to us theCompany had not raised money by way of further public offer (including debt instruments)during the year and the term loans taken by the Company have been applied for the purposefor which they were raised.

(x) According to the information and explanations given to us no fraud by the Companyand no material fraud on the Company by its officers or employees has been noticed orreported during the course of our audit.

(xi) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid / provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V of the Act for the year ended 31 March 2018.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company as per the Act. Accordingly paragraph 3(xii) of the Orderis not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to usall transactions with related parties are in compliance with section 177 and 188 of theAct and the details as required by the applicable accounting standards have beendisclosed in the standalone Ind AS financial statements.

(xiv) According to the information and explanations given to us the Company has notmade any preferential allotment or private placement of shares or fully or partiallyconvertible debentures during the year. Accordingly paragraph 3(xiv) of the Order is notapplicable to the Company.

(xv) According to the information and explanations given to us the Company has notentered into any non-cash transactions with directors or persons connected with themduring the year. Accordingly paragraph 3(xv) of the Order is not applicable to theCompany.

(xvi) In our opinion and according to the information and explanations given to us theCompany is not required to register under section 45-IA of the Reserve Bank of India Act1934.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No: 101248W/W-100022

Yezdi Nagporewalla
Mumbai Partner
23 May 2018 Membership No: 049265

Annexure B to the Independent Auditor's Report – 31 March 2018

(Referred to in paragraph 2(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls with reference to financial statementsof Tata Motors Limited ("the Company") as of 31 March 2018 in conjunction withour audit of the standalone Ind AS financial statements of the Company for the year endedon that date which includes internal financial controls with reference to financialstatements of the Company's joint operations which are companies incorporated in India.

Management's Responsibility for Internal Financial Controls

The respective Board of Directors of the Company and its joint operations incorporatedin India are responsible for establishing and maintaining internal financial controlsbased on the internal financial controls with reference to financial statements criteriaestablished by the respective companies considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting ("the Guidance Note") issued by the Institute of Chartered Accountantsof India ("ICAI). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls withreference to financial statements of the Company based on our audit. We conducted ouraudit in accordance with the Guidance Note and the Standards on Auditing issued by ICAIand deemed to be prescribed under section 143(10) of the Act to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the ICAI. 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 was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained bythe other auditor of a joint operation in terms of their report referred in the OtherMatter paragraph below is sufficient and appropriate to provide a basis for our auditopinion on the internal financial controls system with reference to financial statementsof the Company.

Meaning of Internal Financial Controls with reference to financial statements

A company's 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's internal financial controlswith reference to financial statements includes those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of the management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

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 financial statements to future periods are subject to the risk that theinternal financial controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

In our opinion the Company and its joint operations which are incorporated in Indiahave in all material respects an adequate internal financial controls system withreference to financial statements and such internal financial controls with reference tofinancial statements were operating effectively as at 31 March 2018 based on the internalcontrols with reference to financial statements criteria established by the Company andits joint operations considering the essential components of internal control stated inthe Guidance Note issued by the Institute of Chartered Accountants of India.

Other Matter

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operatingeffectiveness of the internal financial controls with reference to financial statements inso far as it relates to one joint operation which is a Company incorporated in India isbased solely on the corresponding report of the other auditor. Our opinion is not modifiedin respect of this matter.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No: 101248W/W-100022

Yezdi Nagporewalla
Mumbai Partner
23 May 2018 Membership No: 049265