Tata Technologies 2011

17th Annual Report 2010-11

BUSINESS TRANSFORMATION



MissionBetter products benefit people – that is our business.

VisionWe are determined to be the world’s number one partner to the manufacturing industry.

PurposeWe help ambitious manufacturers create better products.

Values• Better & Better• Customer Delight• One Team• Honest & Straightforward• Commitment to Community

Contents MD’s Letter to Shareholder II

Letter from the Global COO IV

Management Team VII

Human Capital Management IX

Corporate Sustainability XIX

Board of Directors XXI

Notice 1

Directors’ Report 3

Management Discussion & Analysis (MD&A) 13

Corporate Governance Report 44

Auditors’ Report 57

Balance Sheet 60

Profit & Loss Account 61

Cash Flow Statement 62

Schedules to Accounts, Significant Accounting Policies & Notes on Accounts 63

Consolidated Accounts

Auditors’ Report 87

Balance Sheet 88

Profit & Loss Account 89

Consolidated Cash Flow Statement 90

Schedules to Accounts, Significant Accounting Policies & Notes on Accounts 91

Statements on Subsidiary Companies 116

Frequently Asked Questions 118

Attendance Slip / Proxy

This report and financial statements contained herein have been prepared in compliance with the requirements of the Indian Companies Act, 1956 and Indian Generally Accepted Accounting Principles (GAAP). The preparation of financial statements requires management to make estimates and assumptions which affect the reported amounts of income and expenses of the period, assets and liabilities, as of the date of the financial statements. The estimates and judgements relating to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner, the form and substance of transactions.

Historical PerformanceReturn on Equity

Revenue

EBITDA

Earning per Share (Fully Diluted)

Return on Capital Employed

Offshore Revenue

Profit After Tax

Cash & Cash Equivalents

EBIT

DA

(Rs.

Cro

re)

II

Seventeenth annual report 2010-11

Dear Fellow Investor,

I am pleased to report to you that your Company, once again, posted record earnings per share, profit after tax and free cash flow. Our year-on-year growth in revenue, EBITDA and profit after tax on a standalone basis are 29%, 22% and 27% respectively and on a consolidated basis are 15%, 35% and 53%. How did we do this? How are we meeting the needs of our customers in the new market reality while contributing to the communities we serve? And what are our key challenges for 2011-12?

I wrote to you last year about how the economic crisis of 2009-10 necessitated that we dramatically improve operating efficiencies. Some improvements were one-time cost reductions while some became part of our DNA. As the global economy recovered in year 2010-11 and our consolidated revenues grew to Rs. 1268 crores from Rs. 1098 crores the year before, we were able to realize the full benefit from our improvements. Sales, marketing and administration expenses came down to 13% of revenue, near industry best. We also increased offshore revenue by 50%. As a result, consolidated profit after tax improved to a record Rs. 139 crores at a margin of 11%, up from 8% last year.

Your Company has proven it is much stronger, more operationally efficient and able to deliver solid growth. We have delivered record earnings per share and generated record cash while helping our customers develop and deliver transformational products.

MD’s Letter to Shareholder

Patrick McGoldrickChief Executive Officer and Managing Director

20th June 2011

We generated record cash flows from operations of Rs. 132 crores during the year bringing our cash and cash equivalents balances to Rs. 284 crores. After the close of the year we took US$30 million in new equity from two private equity funds to fuel future growth and to prepare us for the discipline of public listing should we decide to do so in the future.

I am also pleased to note that based on the results, the board approved a record dividend of Rs. 12 per share (Rs. 7 interim + Rs. 5 final) up from Rs. 7 per share last year.

Better Innovation Deepens Customer Relationships

In past years I wrote to you about how your Company was helping manufacturers with the challenges from the changing global economy, climate change (necessitating fuel efficiency and alternate energy), and regulations for increased safety. Our concept of frugal engineering and lean design under our theme of Better Innovation, www.betterinnovation.com, brought your company increased business in the year. Our successful engagements to do full vehicle development resulted in the launch of a dedicated Vehicle Programs & Development (VPD) Group. Internally we improved support for innovation, launching a dedicated Intellectual Property cell resulting in the filing of the Company’s first seven patents in Engineering & Design and Product Lifecycle Management. You may enjoy reading more about these achievements in the Management Discussion and Analysis section of this Annual Report.

Corporate Sustainability

We are committed to improve the quality of life in the communities we operate. I believe that there is no better way than to provide employment. Unfortunately, the reality is that many engineering graduates are not employable when they graduate. Many companies have found that they need to give extensive training to new graduates before the graduates can be productive. To improve the situation, we launched programs in two leading Universities to make engineering graduates ready for employment. We call the program Ready Engineer™.It is entirely voluntary, staffed by subject matter experts from Tata Technologies. Students in the Ready Engineer™ program receive training on-line via iGETIT®, www.myigetit.com, and in the classroom from Tata Technologies’ volunteers. While we encourage those in the program to join our Company after graduation, there is no obligation. The first batch graduated in June 2011. The second batch will graduate in June 2012. We are now looking to expand Ready Engineer™ to universities outside India.

Challenges for 2011-12

As we grow, we will expand beyond our campus in Hinjawadi to a nearby Special Economic Zone (SEZ) called Blue Ridge. The facility, designed for 790 engineers and IT professionals, will serve OEMs outside India. Our workforce should expand beyond 5,000 professionals. To improve and better cater to our expanding human resources, we are building robust scalable processes into our SAP IT system. Employees and managers across the globe will interact with the system through a self-service portal. These changes to accommodate our expansion will be challenging. We faced challenges before. We will succeed.

In Summary

Your Company has proven it is much stronger, more operationally efficient and able to deliver solid growth. We have delivered record earnings per share and generated record cash. Our program called Better Innovation is helping our customers create exciting products. We continue to move up the value chain, utilize more of your Company’s own intellectual property in our solutions and develop skills faster.

Seven years ago our consolidated revenue was US$30 million with a profit of US$1.7 million. Today our profit after tax is US$30.5 million. Our top line has become our bottom line. I hope you will join me in thanking the 4600 dedicated men and women who make up the Tata Technologies family. They are the ones responsible for our achievements and I am sure you join me in appreciating their efforts.

I thank you for your continuing trust and support and I look forward to seeing you at the AGM, interacting with you and hearing your valuable suggestions you may have to help your Company become better and better.

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Four years ago, we began transforming significant aspects of our business to create a lean, faster growing and more innovative Tata Technologies. Over that time, we built an integrated global company with fully-aligned sales and delivery functions. We built a comprehensive global delivery capability that offers clients superior skills and resources wherever they operate, with access to capacity in geographies with scale and competitive price points. We also balanced our portfolio of services around three lines of business: Product and Manufacturing Engineering, Product Lifecycle Management (PLM) and Manufacturing Enterprise IT Services.

Today, Tata Technologies is delivering outstanding financial and operational performance with steady improvements to operating margins and free cash flow. We increased profitability by fine-tuning operations, skillfully managing expenses, and improving our cost structure. We resolved long-term risks to cash and set a company record in new business bookings; which positions the company to deliver significant revenue growth in Fiscal Year 2012.

Despite a challenging business environment, our expectations for the past 12 months were very aggressive. I am, therefore, delighted to confirm that your company delivered results that met or exceeded our operating plans in the following areas:

Tata Technologies is at the forefront of a market that is rebounding and, at the same time, rapidly changing; resulting in demand for efficient, innovative product development at a rate far beyond any the industry has witnessed in the past.

Letter from Global COO

• Elevennewclientlogosaddedtoourbusinessthisyear–several in new sectors

• RevenueGrowthof15%inIndianRupeetermsand21%inUS Dollar terms

• Improvement in operating margins by 235 basis pointsto a record 16.3%. Over the past five years, our operating margins have improved by 10.63%

• ProfitAfterTaxthathasincreasedmorethaneight-foldinthat same five year period

• Astrengthenedbalancesheetreflectingacashbalanceof$64 mn USD, up from $43 mn USD the previous year

During the past year, Tata Technologies built on its strengths to capture opportunities within important, growing, market segments and recorded these milestone achievements:

• Clients-Throughouttheyearwedemonstratedthedepthof our commitment to our clients’ success. At Chrysler we saw our revenue grow by more than 70% - a testament to our ongoing ability to produce results aligned with Chrysler’s unique objectives. It is also a reward for the loyalty and support that we demonstrated to Chrysler during the North American automotive industry crisis of 2008-2010

• Communities–OurcommitmenttotheTatagroupidealsofsustainability, environmental stewardship and community involvement resulted in programs such as our on-site water and waste recycling facility at our Center for Advanced Engineering and Design in Hinjawadi, our Ready Engineer™ program promoting technical education for engineering students in India, and our alliance with First Book in North America to promote literacy at the elementary school level.

• Employees -Thispastfiscal year,we launchedourTalentPool program to further enhance the leadership bandwidth inside of our company and 25 future leaders graduated from this program. Most have been assigned new positions of responsibility, intended to prepare them for executive leadership assignments in the years to come.

Leading the Industry Back to Growth and Productivity

The Global manufacturing industry has been through a significant period of change in the past four years. The most recent economic downturn has led many manufacturers to re-think their business strategies and to look for ways to streamline

supply chains, seek new sources of innovation and reduce costs.

Your Company’s own aggressive strategies are aligned with these goals and keep Tata Technologies at the industry forefront Here are some key examples:

• Your company continued to strengthen its activities inthe full vehicle development space, with the launch of our Vehicle Programs & Development (VPD) Group. VPD alreadyhaswonsix full-vehicleprograms–halfofwhichare Electric Vehicles – and is providing innovative, cost-effective and environmentally sound automotive solutions to global automotive OEMs ranging from premium brands to entrepreneurial organizations aiming at niche markets. This is a first for India based engineering services providers.

• Aerospace growth is evidenced by the completion of aJoint Concept Definition Phase (JCDP) for a new, yet-to-be-introduced jet from a European aerospace manufacturer –thefirst-everprojectofthisscopeandscaleintheIndianprivate sector.

• Your Company entered into the construction/heavy machinery industry vertical and the move was quickly validated with a product tear-down and bench marking project from a North American equipment manufacturer that was executed at the Center for Advanced Engineering and Design in Hinjawadi; using the frugal engineering capabilities and the low-cost sourcing experience available in India.

Global manufacturers increasingly demand quality of people, resources and infrastructure combined within a framework of technology to drive growth, success and ultimately sustainability. That combination is the core of Tata Technologies value proposition and runs deep within your Company’s DNA.

Product Development IT as a Manufacturing Driver

In addition to offering the manufacturing industry innovative engineering solutions, Tata Technologies drives innovation and productivity through our mastery of product development IT. As one of the world’s leading engineering organizations, Tata Technologies professionals are the world’s most experienced users of leading edge technology; and that experience positions your Company as a leading provider of those same services. These highlights demonstrate not just capabilities, but also potential:

• TheexpansionofourEnterprise IT capabilitiesoutsideof

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Warren HarrisPresident and Global COO

20th June 2011

India, evidenced by the largest-ever SAP project of its kind, awarded to Tata Technologies by Jaguar Land Rover in the UK.

• LeveragingdeepdomainknowledgeofProductLifecycleManagement (PLM) systems, together with product design skills; your Company has been awarded critical data migration projects and process optimization projects by global automotive OEMs that enhance their ability to do business globally and widen the Tata Technologies relationships.

An Evolving Focus; Re-Investing for Success

In support of your Company’s dedicated employees, investments are underway in its worldwide infrastructure; to enhance the quality of work life and support enhanced innovation and productivity.

Our new North American headquarters facility in metropolitan Detroit is a LEED Silver Certified building that is not only a great place to work but provides a visible endorsement of our commitment towards environmental responsibility and sustainability. In India, we have begun work on an expansion of our presence in Hinjawadi with the development of our Blue Ridge facility that will support nearly 800 additional engineering professionals. In addition, we have just opened a 70 seat Delivery Center in Bengaluru that not only extends our supply capabilities but further extends our geographic coverage in India.

Furthermore, it is anticipated that the investment in technology within Company facilities worldwide will exceed those of the previous year by more than double.

Summary

Tata Technologies is at the forefront of a market that is rebounding and, at the same time, rapidly changing; resulting in demand for efficient, innovative product development at a rate far beyond any the industry has witnessed in the past.

By maximizing the value we provide to our clients through the delivery of our unique offshore value proposition, in concert with our mastery of product development and manufacturing enterprise IT, we are positioned as the premier solution provider –ineverydomain–totheworldwidemanufacturingindustry.

I remain convinced that reaching our objectives year after year is the best guarantee we can provide to our shareholders,

our customers, our employees, and our local communities; to establish a long-term relationship built upon trust, and creating real value for all.

My thanks are extended to all our shareholders who have demonstrated their ongoing support for our organization and to the diverse Tata Technologies team of professionals worldwide, whose dedication and faithful support of our value proposition have made what we achieved possible; and who provide the underpinnings of my optimism for the year ahead.

Samrat Gupta Chief Financial Officer

Samir Yajnik President, Global Services & COO APAC

Patrick McGoldrick CEO & Managing Director

Warren Harris President & Global COO

John Howaniec President, PLM Solutions

Gopinath Jayaraj President, Global Delivery & Quality

Management Team

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Ron Bienkowski Executive Vice President

Nick Sale COO Europe

Richard Welford Executive Vice President

Kevin Fisher President, Vehicle Programs & Development

Anubhav Kapoor General Counsel & Company Secretary

V. Balaji Chief Information Officer

Archit Gupta Head, Office of Strategic Management

Human Capital ManagementTranSfOrMInG EMpLOyEES WHO arE TranSfOrMInG THE WOrLD

According to Manpower Group’s 2011 Talent Shortage Survey Results, in the United Kingdom for instance, employers rank engineers as the No. 1 most difficult vacancy type to fill. The shortage of engineers ranks at no. 2, 4 and 5 for Germany, the United States and India respectively. The global shortage of engineers puts increasing pressure on existing engineering resources to come up with product innovations quicker than ever before and help employers stay ahead. As an engineering services, PLM and manufacturing enterprise IT services provider to OEMs and their partners globally, Tata Technologies is not immune from the challenges of the engineering talent gap, the need to hire and retain the best engineers, bring fresh engineers up to speed much quicker than ever before and motivate the workforce to innovate at a breakthrough pace.

How is Tata Technologies actively trying to employ, motivate and drive transformation for its engineering workforce supporting clients in the global manufacturing industry?

It happens through the right mix of expertly managed training programs including one of the industry’s best training programs for young engineers, it happens through adequate mentoring, through fostering a culture of innovation and through a structured IP and patent support process for those who want to put their ideas to the test.

Training programs from entry level to continuous learning programs are available to ensure Tata Technologies has the right competencies in its workforce. More than, 16,000 learning days were invested toward development in key technology areas and 2,233 employees, nearly 50 percent of the total number of employees worldwide, participated in training programs last year.

Even before engineering students graduate, with a focus on building talent sustainability by making engineering students ready for productive work in the industry, Tata Technologies runs Ready Engineer™ - a unique campus outreach program. Once fresh engineers join the company they go through a radical training program led by veterans with average 25 years of industry experience who focus on imparting the fundamentals of applying engineering knowledge to real world problems and products. Employees with a certain number of years of industry

The industries we serve involve the development of sophisticated, high-value products, driven by technology requiring large Engineering Research and Development (ER&D) and IT investments. The leaders in this industry depend on a select group of talented individuals with higher levels of skills and training to meet these demands.

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experience go through leadership development training to hone them for managing larger teams and direct interface with clients. Mid-level and senior managers as well as leadership team members go through custom courses for smaller groups and leverage Tata group training resources at the Tata Management Training Centre (TMTC)

Ready Engineer ™

The 2011 Manpower Group survey also reports that globally, only one in five employers is concentrating on training and development to fill the gap. A mere 6% of employers are working more closely with educational institutions to create curriculums that close knowledge gaps. In order to meet the projected USD 40-45 billion demand for engineering services from India by 2020, NASSCOM estimates India could need 250,000 skilled and “employable” engineers to truly reach its potential in terms of market share.

Through it’s Corporate Sustainability Program (CSP), Tata Technologies has identified technical education as a core agenda. The company aims to meet the engineering industry’s demand for employable engineers and bridge the industry institute gap in India with direct intervention.

Ready Engineer™ – the Tata Technologies program to trainengineers - identifies meritorious 3rd and 4th year engineering students in respected engineering colleges in India to go through special 40 hours of classroom based training by their expert engineers and online training on its proprietary Web-based knowledge management tool, iGETIT®. iGETIT® is the world’s most comprehensive Web-based knowledge management system designed specifically for engineers. Indira Institute, on its part, has put in place the necessary hardware and software infrastructure for training to commence.

The students are exposed to a unique industry curriculum to bring in the right mix of domain, software application and core engineering knowledge. The faculty comprises a pool of engineering experts from Tata Technologies who have volunteered their time for the corporate sustainability program needs.

Graduate / Post-Graduate Engineer Training Program

Tata Technologies’ manufacturing clients increasingly demand engineers who start by providing solutions that re-define the problem. This demands a higher order of thinking and engineering approach founded on the bedrock of strong

fundamentals, but perfected in an environment with serious and results-oriented mentoring. At the cutting edge, Tata Technologies’ engineers thrive on executing on concepts such as clean sheet engineering to meet radically new product development targets such as the innovation demanded in engineering the Tata Nano.

Tata Technologies product development engineers and IT consultants strive for better solutions to day-to-day problems as a way of life. Again, this is possible primarily due to the focus on manufacturing domain competency in which the company’s project and program managers and senior leadership believe. It is this belief upon which the Tata Technologies’ Graduate/Post-Graduate Engineer Training Program builds.

Tata Technologies’ “Campus 2 Corporate” program is anchored by Expert Mentors who are subject matter experts in their respective domain. The program is divided into four phases:

1. General Overview

2. Detailed domain

3. Case-study/tool training

4. Assessment

There is a heavy hands-on training component built in, one that sees fresh engineers out of college actually dismantle vehicles, spend time on manufacturing shop floors and take a shot at electrical and electronic circuit boards to experience all facets of the automotive engineering domain in a pragmatic, real-time environment.

LEAD and Talent Pool: Developing Tomorrow’s Leaders

The Supervisory Development Program – LEAD – identifiescandidates and promotes the development of leaders in junior and mid-management positions worldwide.

The Tata Technologies Talent Pool program focuses on identifying, developing and retaining high potential employees in the Company through structured learning, deployment to niche global assignments and faster professional growth.

To support these learning initiatives and to further promote quality of work life and professional development, the Company also provides structured feedback and development through our Performance Improvement Plan for those seeking enhancements in their performance. The Rewards & Recognition program rolled out globally has been a major success factor in our employee motivational initiatives. Further, iGETIT®, the

Tata Technologies Web-based interactive learning management system is deployed throughout the organization to deliver self-paced training in core skills and knowledge expansion.

Culture of Innovation

The latest Bloomberg Businessweek 2010 survey of 50 most innovative companies in the world ranks the Tata group at 17th. With Tata Technologies’ engineers featuring time and again in patents belonging to global manufacturing clients and with the involvement in path breaking product development projects such as the Tata Nano, a next generation electric vehicle such as ‘Genovation’ and a transformational IT initiative such as the greenfield SAP implementation at Jaguar Land Rover, Tata Technologies is no dilettante when it comes to innovation and process related intellectual property. In the Tata group innovation contest named ‘Innovista’ a Tata Technologies team came out winner last year, amongst 2600 plus entries. Their innovation could be launched into production very soon. A Tata Technologies knowledge-based engineering innovation came out as a finalist amongst hundreds of other entries in the NASSCOM Innovation Awards, 2011. The Tata Technologies in-house innovation contest throws up hundreds of ideas globally every year. The message here is that Tata Technologies has an ingrained culture of innovation that is viral in nature and driven more by employee passion than management intervention. However, ideas and innovation need a structured approach to bridge the gap between strong idea and stronger execution leading upto a meaningful IP base and good patent portfolio.

Tata Technologies also leverages the Tata IP Management Program to train interested employees and build a core team of IP managers in the company. Tata Technologies follows a well-structured patent support process for any employee who wants to be an inventor and has an idea to take forward. Employees can submit ideas using the invention disclosure form and expect professional help to identify novel elements and bring out distinctions in the potential invention. Once an idea clears the test of patentability, a cross-discipline IP panel further examines the idea under ‘NDA’ with inventor. In case the idea is considered suitable for patent filing, adequate budget commitment is finalized. Else the panel may decide on other means of IP protection such as defensive publication, trade secret etc. If patent filing is not opted for, the potential invention can be internally utilized or become a part of knowledge management and used as a best practice case study. Once a patent is granted, requisite application for the working of patent on a commercial scale is filed for. If other countries are recognized as markets for the potential invention, then filing is repeated in these countries. The Tata Technologies legal team also helps with other formalities such as licensing, assignment, royalty and renewal.

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Tata Technologies fosters a high performance culture and the core of that high performance culture is its multitude of subject matter experts–veteranprofessionals,withyearsof experience and knowledge underpinned by decades of delivering industry-leading, benchmark products.

These experts, located at Tata Technologies and client facilities worldwide, daily engage in innovation and transformation for client organizations and, equally important, are dedicated to that same transformation in ourownworkforce–mentoringyoungerengineers within the Company, and volunteering time to mentor student engineers through programs like Tata Technologies’ Ready Engineer™.

Dedication to the Company, dedication to our client organizations, and dedication to their profession are the hallmarks of this group of industry-leading professionals who make up the Tata Technologies team. It is our privilege to introduce you to a few of these individuals:

ashok JoshiHead - Vehicle performance Group & CaE

Ashok Joshi brings with him more than 32 years of engineering expertise. Currently, he heads Crash Safety, NVH, Aero Thermal and all CAE functions at the engineering research centre of a major Tata Technologies client. He is a specialist in product design and validation; and has been Chief Engineer for the Tata Motors new generation UV platform and Tata Aria for six years. Currently leading a team of 225 engineers in the Vehicle Performance Group and CAE, he possesses experience in leading CAD/CAE groups, Advance Vehicle Engineering, Chassis Aggregates Design for light, medium, heavy trucks, buses and Utility Vehicles and Knowledge-Based Automotive Engineering development.

Mr. Joshi holds a Bachelor’s degree in Mechanical Engineering from Walchand College of Engineering, India and started his career with Tata Motors Ltd (then TELCO) as a Graduate Engineer Trainee and later moved to Tata Technologies.

Expert Mentors - Key to High performance Culture

rajendra petkarHead - Engines (Commercial Vehicles)

With more than 22 years of experience, Rajendra currently heads the Engines Dept. for commercial vehicles at a strategic Tata Technologies’ client site. He is responsible for the strategy and execution of engines platforms for a leading global automotive OEM across a comprehensive range of commercial vehicles ranging from light-duty trucks of 1- ton weight to those of more than 49-tons; powered by engines ranging from 0.6 L to 15 L, with mix of diesel and CNG. He is also a Director on the Board of Tata-Cummins Limited.

Rajendra has successfully delivered on several engine programs for conventional as well as new generation engines, while adapting to continuously evolving emission standards and performance requirements in both automotive and non-automotive applications. A post graduate from IIT, Mumbai, he holds several patents in his name. He actively contributes technical papers to various forums and mentors new graduates who want to join Tata Technologies. Rajendra believes that the engine domain brings together the challenges in almost all disciplines of engineering, comprising mechanical, electronics, manufacturing, material science, combustion engineering, and fluid mechanics.

peter DavisChief Designer - Vehicle Design

Peter possesses 30 years of experience in Europe and North America, leading award-winning interior and exterior automotive design, and innovative materials development. He has led development of transformational global strategic initiatives, including brand expression and perceptual quality.

Peter says, “Imagining innovative solutions 3 to 10 years into the future is the bare minimum requirement for working in automotive design. And the real challenge for design is to shape those solutions into a compelling product that can be manufactured, within a given price, and executed beyond expectations.”

Peter’s interests include fine arts; an area of study that he pursued at the University of Vermont, in the U.S. Peter holds a Bachelor’s Degree in Product Design from the Art Center College of Design in Pasadena, California. He has mentored young designers by participating in judging of college automotive design competitions. Peter joined Tata Technologies in 2010.

Subhendu GhoshVice-president of Global Delivery - Engineering & Design

Subhendu has been with Tata Technologies since its inception. He started his career with Tata Motors and has played a key role in establishing and growing the Engineering & Design Global Delivery Centres in Tata Technologies. Subhendu has been in the automotive industry for more than 29 years, acquiring a rich blend of experience in both the product engineering and manufacturing domains. At Tata Technologies, he has supervised several projects in automotive, aerospace and heavy engineering NPI programs. His long-term goal is to deliver large engineering and design programs from offshore delivery centers. He is also a Director on the Board of Tata Technologies (Thailand) Limited.

Subhendu holds a Bachelor’s degree in Mechanical Engineering from IIT, Kharagpur.

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abhay Chafekar General Manager - Body & Trims Engineering, passenger Cars

Abhay has been instrumental in shaping the Tata Technologies Body Engineering team. As a founding member of Tata Technologies’ offshore engineering services thrust, Abhay has been a pioneer in structuring global engagement models for defect-free engineering services delivery. With 32 years of varied engineering experience behind him, Abhay has successfully handled large-scale initiatives for major automotive OEMs, including end-to-end body design and body tooling assignments of some of the industry’s most acclaimed vehicles. He has also managed green field body tooling projects, body engineering projects, major facelifts, body in white (BIW), closures, interiors and exteriors.

Abhay holds a Bachelor’s Degree in Mechanical Engineering from Walchand College of Engineering. He believes that innovative engineering minds from India can bring in European quality at Indian costs.

abhay TarnekarGeneral Manager – KBE & DpD Systems

Abhay is a digital product development and knowledge-based engineering evangelist. Initiating his career in Tata Motors, and later Tata Technologies, he has always been a digital product development systems specialist with hands-on experience in manufacturing companies. With more than 22 years of experience in conceptualizing and applying technology to manufacturing processes, he has been one of the key architects of the digital transformation for Tata Technologies clients. He has successfully managed programs involving new technology evaluation and introduction, engineering automation, productivity improvement systems, knowledge based engineering systems, product lifecycle management and digital manufacturing. Currently, Abhay leads an initiative named ‘3D for All’ for a key Tata Technologies’ client.

Abhay graduated in Mechanical Engineering from National Institute of Technology (NIT), Raipur with a gold medal. He holds a Masters in Mechanical Engineering with a specialization in Computer Aided Design from IIT Kanpur.

nigel GiddonsChief Engineer - Vehicle architecture

Nigel leads Tata Technologies’ vehicle Conceptual Package and Design team. He has more than 30 years of international automotive product development expertise, providing transformational engineering solutions for multiple world-class automotive OEMs.

Nigel served an apprenticeship with Ford in his native England as a Design Draughtsman, before spending the following 15 years in various Design and Engineering roles with major European and North American automotive product development groups. Providing creative solutions to complex challenges motivated Nigel toward design studios and full-vehicle conceptual package projects, highlighted by his contribution to the Chrysler Advanced Design Studios from 1998 until 2001.

In 2002 Nigel, as a PLM Consultant, was a key architect in the redefinition of Ford’s Global Product Development Process. He also authored and mentored aligned methodologies and techniques in support of program implementations of this process, utilizing new product development CAD/PDM technologies.

Nigel has since supported engineering and design sales and delivery on a wide range of global customers and projects. He completed his engineering degree from Barking College & North East London Polytechnic; and joined Tata Technologies as a Senior CAD Engineer in 1994.

Dr. Biswadip ShomeHead - aerospace Design & Validation

Dr. Shome is a key architect of Aerospace design and simulation services provided by Tata Technologies to major aerospace OEMs and suppliers. With more than 20 years of experience, Dr. Shome’s background includes gas turbine combustion system design and computational fluid dynamics simulation for combustors, aircraft fuel and air systems, construction equipment, and automotive applications. Dr. Shome holds a Ph.D. degree in Mechanical Engineering from Rensselaer Polytechnic Institute (USA) and has more than 20 publications in international journals and conferences.

Dr. Shome has been with Tata Technologies for seven years. Before joining Tata Technologies, he was with General Electric in the USA.

Lionel GrealouHead - Business Transformation

Lionel is an astute leader, a versatile global consultant and a high-value contributor on client initiatives. He brings 15 years of international experience in implementing business change associated with IT-enabled transformation programmes / projects, architecting and realising benefits of complex Enterprise IT and PLM transformation requirements; enabling technology solutions using best practice methodologies to help manage products across their entire lifecycle. His background includes broad and deep knowledge of engineering processes, excellent grasp of technological and business issues coupled with a sound understanding of enterprise People, Products & Process Methodology (PPPM) practices. He has managed numerous supply chain integration initiatives, PLM-ERP interface developments, leading business transformation consulting activities from PLM roadmapping, software assessment (vendor agnostic) and process re-engineering to large-scale client Program Management Office set-up.

avijit royGeneral Manager - Digital product Development & pLM Solutions

Avijit possesses more than 25 years of experience in developing and deploying PLM, Knowledge-Based Engineering, and Digital Manufacturing solutions in large automotive and construction equipment OEMs. His rich experience in New Product Introduction processes (NPI) has helped OEMs in harnessing the power of digital technology in Product Design, Product Validation and Product Manufacturing to become ‘future-ready.’ The first production rollout of Teamcenter Enterprise PLM in India took place under the stewardship of Avijit.

He holds a Master’s degree in Mechanical Engineering from IIT Kanpur and has authored several technical papers on PLM technology.

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Martin Durrantassociate Vice-president - VpD (European Group)

European Automotive Engineering Practice Manager has more than 35 years of automotive Product Development experience. Martin’s background includes several European OEMs and major tier 1 suppliers. He has provided leadership of full body programs, established independent automotive design consultancies and developed Master Vendor models delivering a combination of managed engineering services and deliverables based projects. He currently leads a combined team of 40 engineers.

More than 15 years ago, he established an independent automotive design consultancy in the UK that provided professional services to BMW Mini, Land Rover, Aston Martin, Lotus and tier 1 suppliers to these OEMs. Martin has a degree in Mechanical Engineering.

ravi JanorkarGeneral Manager - pLM Solutions Group

Ravi possesses 27 years of experience in the automotive domain. He is currently responsible for complete realization of PLM solutions for a major global auto OEM. His role includes Project Planning, Solution Design, Development, Configuration, Installation and Support for PLM. He has also managed the PLM implementations for tier 1 suppliers to the automotive industry. His experience areas also include software solutions for Manufacturing, Shop Floor Control for the automotive industry; thereby transforming the capability of clients to design and develop integrations and interfaces to other enterprise systems with PLM more effectively.

Dr. Shanmugam rajarajanVice-president - Delivery (Tata HaL Technologies Limited) - JV between Tata Technologies and HaL

Dr. Rajarajan possesses more than 23 years of aerospace experience gained through his professional stints at premier aerospace organizations. At Tata HAL, Dr. Raja holds lead responsibility for developing the customer base, building requisite aerospace engineering services competencies and customer project delivery.

Earlier in his career he worked for more than 15 years with the Indian Space Research Organisation (ISRO). He has also worked for 5 years at GE. Prior to joining Tata HAL, Dr. Raja was working as Group Head, Engineering Design Services (EDS) at Wipro Technologies where he had responsibility to develop business and technology, build new centers, manage key operational parameters and large customers in the areas of auto, aero, heavy machinery, hi-tech and consumer durables with a team of more than 600 engineers.

Dr. Raja is a recipient of several management awards at GE and holds a U.S. patent. He holds an MTech from IIT, Chennai and a PhD touching the areas of aerostructures, FEA, composites and dynamics. He graduated with Honors in Mechanical Engineering from National Institute of Technology (NIT), Trichy. His hobbies include playing shuttle and chess.

Martin WelchChief Engineer

Martin possesses 26 years of experience in automotive engineering. He is currently the Project Lead for Body Engineering on a major development program for a European OEM, responsible for Engineering Programme Management and Delivery, of all Body Systems. Martin leads a team of 150 engineers both at the client site and offshore. In this latest role, and others previously, Martin has been responsible for building a team from scratch. A significant part of that task involves taking on Engineers in the early stages of their careers, providing them with challenging tasks and subsequently mentoring them through the delivery of those tasks in a real delivery environment.

Martin’s accomplishments include engineering responsibility for the Aston Martin DB9 and V8 Body Engineering architecture, the BMW Mini Closures concepts, the Range Rover Closures at the BMW engineering center, FIZ, in Munich, Germany and Volvo Trucks North America Exterior cab panels. In a diversification from Automotive, Martin also project managed the engineering of the Olympic Torch for the 2012 Olympic Games.

From 2000-2005 Martin was instrumental in defining the engineering and commercials for the Aston Martin VH Platform, leading the team through the ”<PS>Gateway”. Based on this work, the company established two all new vehicle lines, built a brand new manufacturing facility and installed a completely new work force, and in doing so, transformed the business into robust profit, for the first time in its history.

Martin holds a Bachelor of Science in Mechanical Engineering from the University of Northumbria.

Brian D’CruzGeneral Manager - Design

Brian heads the Tata Technologies CAE group responsible for sheet metal design and manufacture at a major Tata Technologies’ client site. With more than 30 years experience in production toolings, Brian has been a pioneer in the introduction of CAx methods in design and manufacture for Tata Technologies’ global clients. He also is involved in design for manufacture feasibility studies of pre-production vehicles. Such studies include advanced CAE studies for sheet metal formability while leading simultaneous engineering teams. Brian has spoken at various forums on topics such as ‘Single Minute Exchange of Dies’, ‘Innovation environments in CAD systems today’ and ‘Moving to 3D Design - CADD Centre Engineering teams’.

A believer in taking simulation as a benchmark and then asking for perfection during actual production, Brian holds a Bachelor’s in Mechanical Engineering from COEP, Pune.

Tony JonesChief Engineer - Body Engineering

Tony leads engineering programs for Tata Technologies that transform clients’ product development processes. Tony, with 30 years of mechanical engineering experience, has led various complete vehicle development programs and has extensive experience in prototype and production launch, and in the manufacturing of vehicle cockpits and interiors.

Tony spent 2007 in India for Tata Technologies, leading a team of more than 80 CAE professionals on a project for a North American automotive OEM focusing upon crash, NVH and durability analysis.

He takes pride in being a results-driven engineering and design; as well as a business and technical professional, with the background to analyze and anticipate customer needs, and formulate innovative plans to transform their business. A career highlight, according to Tony, was serving as Platform Director for the complete cockpit and interior of the 2004 Dodge Durango SUV; from concept clay and sketches, to complete volume launch.

Tony earned his Bachelor of Science in Mechanical Engineering and his Technical Higher Certificate of Mechanical Engineering at City of Birmingham Polytechnic; and his Technical Certificate in Mechanical and Product Engineering at Solihull College of Technology, both in his native England. He also served a four-year apprenticeship at Jaguar Rover Triumph Ltd., from 1979-1983.

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Manoj JainHead - Customer relationship Management

Manoj possesses more than 30 years of experience in automotive sales, consultancy and CRM implementations for customers in India, US and a few other countries. Manoj is a specialist in CRM implementations with special expertise in the Automotive, Life Sciences and Consumer Goods Industries. He also specializes in the development and deployment of post-CRM implementation solutions for continuous benefits. Manoj has been instrumental in growing CRM as a new business growth area in Tata Technologies. He also drives the Tata Technologies’ledCRMprogram–whichis one of largest, most comprehensive automotive CRM programs across the globe– foramajorglobalautomotiveOEM.

He holds a Bachelor’s in Electronics & Communication from Indian Institute of Science, Bengaluru and a Masters in Computer Science from IIT Mumbai. He also holds a Diploma in Business Administration from Mumbai University. As a CRM and business systems evangelist he conducts MBA classes in Jamnalal Bajaj Institute of Management, (Mumbai) and at University of Mumbai. He has been a member of the Siebel expert panel on Automotive CRM and a speaker at Oracle Open World. He also speaks about CRM in Confederation of Indian Industry (CII) forums in Chennai, Pune & Delhi.

ramesh ChandraVice-president of Global Delivery - Manufacturing Enterprise Systems

Ramesh possesses more than 29 years of experience, including 9 years in various functional roles at a major automotive OEM. The role included production management, materials management and manufacturing planning. Ramesh played a lead role in re-architecting and re-development of systems in the open environment in Unix, C and Oracle. He led the project to deploy SAP at Jamshedpur, which is one of the oldest manufacturing plants in the Tata Motors group. Ramesh took an assignment at General Motors for five years in Japan heading their SAP programs for the National Sales Center. Before taking on his current role, Ramesh was leading the Tata Technologies team at a major client location, where he was instrumental in development and maintenance of all business systems. This included creating complete SAP eco-systems support for major product development programs like the Tata Nano. With a complete understanding of the challenges faced by the automotive industry and end-to-end business processes, Ramesh is a firm believer in the disruptive power of IT to enhance business by enhancing business processes.

Ramesh holds a Bachelor’s in Mechanical Engineering from Birla Institute of Technology and an MBA(Finance and Systems) from XLRI.

Shreekanth MoorthyVice-president of Global Delivery - product Lifecycle Management (pLM)

Shreekanth Moorthy improves product development and manufacturing engineering efficiency as a PLM software strategist, specializing in emerging technologies, defining enterprise software product direction, coordinating software development in multiple countries, and managing PLM projects implementation to customers globally. A specialist in offshore development and digital manufacturing, he has worked in manufacturing industries and consulted for the Detroit 3 auto OEMs and has significant consulting experience with global customers in the Americas, Europe, India, Japan and South Korea for more than 19 years. PLM, by definition, is inclusive of Requirements Management, Digital Product Development (DPD), Digital Manufacturing, Plant Floor systems and Maintenance and Repair (MRO), while managing all associated data in a central PLM data backbone. He helps companies appreciate and leverage this distinction and helps transform engineering IT beyond PDM.

With degrees in Mechanical and Industrial Engineering, Moorthy started his career in manufacturing and went on to pursue a MS degree in Industrial Engineering at Louisiana Technological University, Ruston, LA, USA.

Sustainable development and operations are the future of the Company. CSP is integrated into our Company’s core business values, to ensure the greatest impact and reach. Hundreds of Tata Technologies employees volunteer weekly, worldwide, in support of local efforts promoting literacy, replenishing blood banks, and in relief of the suffering and underprivileged in society.

On a larger scale, Tata Technologies focuses its CSP efforts on the following three domains:

A. Talent development in the engineering & IT industry.

B. Environmental stewardship – Climate change; variousnatural cycle restorations.

C. Innovation–Innovativemethodsthattransformprocesses,or use of technology to promote a positive environment for future generations

Implementation

Ready Engineer™ - Transforming the Engineers of Tomorrow

Ready Engineer™ is an initiative designed to enhance employability for budding engineers by Tata Technologies. Ready Engineer™ is classroom based, industry-focused

engineering training to engineering students. It was launched in October 2010. The first class of 30 students was from Indira College of Engineering & Management at Pune, India.

The commitment on the part of Tata Technologies includes donation of third-party engineering software, as well as the donation of our own iGETIT® learning tool to facilitate training, most important, however, the program is underpinned by the

Corporate SustainabilityCOMMITMEnT TO THE COMMunITIES WHErE WE OpEraTE

The mission of the Tata Technologies Corporate Sustainability Program (CSP) is to make a positive impact on the communities in which the Company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life.

Our goal is to make things better for the planet, better for people, better for business; better now, and better for the future.

XX


time donated by Tata Technologies expert engineers who work in the classrooms, along with the student engineers, as teachers and mentors; focusing upon transforming the next generation of engineers to be ready to meet the challenges that the market –andtheworld–willpresent.

With programs already underway at two universities in India, preparations are underway to launch Ready Engineer™ in Europe and North America in this financial year.

First Book® - Transforming Lives

For many children in the United States, books are a luxury. In fact, 80 percent of low-income schools and programs do not have age appropriate books for the children they serve. In 2010, Tata Technologies partnered with First Book to host a metropolitan Detroit area Reading Party for an elementary school within just minutes of our North American headquarters office. More than 25 Tata Technologies employees, including President and COO Warren Harris, met with and read to more than 75 children and donated more than 350 books to the school. Additionally, as part of the first initiative, 40,000 additional books were donated on behalf of Tata Technologies and Tata Sons throughout Southeast Michigan.

In 2011, Tata Technologies established a sponsorship relationship with First Book and will host an online, ongoing Virtual Book Drive, through the First Book website.

Additionally, Tata Technologies employees will be hosting ongoing Reading Parties, through the area year around, for affiliated schools and organizations; transforming young lives with books.

Recycling Waste Water

We consume approximately 220,000 liters of fresh water every day at our Center for Advanced Engineering and Design at Hinjawadi. Out of that total of potable water nearly, 80,000 to 100,000 liters was used for human consumption and related activities. The balance – about 120,000 liters – was used forlawns and gardens, vehicle washing, kitchen cleaning, fire hydrants, etc. As much as 60% of the potable water was used for non-human consumption activities.

Tata Technologies instituted an initiative and infrastructure to reuse/recycle all water that was let off in the drains as sewage waterafterhumanconsumption–about60,000literstobeusedfor other purposes. This recycled water is exclusively used for gardens and vehicle washing purposes. In addition, the organic sludge that gets separated from the processed black water is an excellent organic fertilizer, which can be used for gardens and may be distributed to the members of the society at large.

Recycling of Waste Food

The Tata Technologies cafeteria at Hinjawadi generates about 60 to 70 Kg of waste food every day. This waste food was collected by a contractor and was thrown away, spoiling the environment. A new initiative now converts this waste food into fertilizer, to be used for our internal gardens and for donation to farmers around the Hinjawadi complex. The process of converting the waste food to fertilizers is through a ‘Vermiculture’ machine.

North American Headquarters – Environmental Stewardship, Quality of Work Life

Tata Technologies, in August 2010, moved its North American Headquarters to a LEED® Silver Certified building in Novi, Michigan. LEED (Leadership in Environmental Engineering and Design) Certification is awarded by The U.S. Green Building Council, according to nationally established qualification standards. The company was previously located, for more than

15 years, at another Novi site. This move, less than one-quarter mile east, was a demonstration of the company’s commitment to environmental sustainability, to the community in which it was located, and to the transformation of the quality of work life for Tata Technologies employees.

The new headquarters is set on a 2.3-acre wooded site and is the first LEED Silver Certified building in the city of Novi. The emphasis on sustainability is supported by on-site recycling programs, the use of sustainable materials and water conservation methods, all designed to minimize environmental impact.

“This move is a landmark in the history of our company,” said Warren Harris, President and Global COO, whose base office is in the North American Headquarters. “It is reflective of the dedication of the Tata group to corporate sustainability and to the quality of life of employees.”

Board of Directors

S Ramadorai Chairman

R Gopalakrishnan P P Kadle

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Registered Office

25 Rajiv Gandhi Infotech Park, Hinjawadi, Pune 411 057 India

AuditorsDeloitte Haskins & Sells

C Ramakrishnan

Registrars & Transfer Agents

TSR Darashaw Limited 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400011 Tel : 91 22 6656 8484 Fax : 91 22 6656 8494E-mail: [email protected] | Website: www.tsrdarashaw.com

P R McGoldrick Managing Director & CEO

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NOTICENOTICENOTICENOTICENOTICE

NONONONONOTICE IS HEREBY GIVEN TICE IS HEREBY GIVEN TICE IS HEREBY GIVEN TICE IS HEREBY GIVEN TICE IS HEREBY GIVEN THATHATHATHATHAT T T T T THE SETHE SETHE SETHE SETHE SEVENTEENTH ANNUVENTEENTH ANNUVENTEENTH ANNUVENTEENTH ANNUVENTEENTH ANNUAL GENERAL GENERAL GENERAL GENERAL GENERAL MEETING OF AL MEETING OF AL MEETING OF AL MEETING OF AL MEETING OF THE MEMBERS OF THE MEMBERS OF THE MEMBERS OF THE MEMBERS OF THE MEMBERS OF TTTTTAAAAATTTTTAAAAATECHNOLTECHNOLTECHNOLTECHNOLTECHNOLOGIES LIMITED OGIES LIMITED OGIES LIMITED OGIES LIMITED OGIES LIMITED will be held on Wednesday, July 27, 2011 at 3:30 p.m. at the Registered Office of theCompany at Plot No. 25, Rajiv Gandhi Infotech Park, Hinjawadi, Pune - 411 057 to transact the followingbusiness:-

Ordinary BusinessOrdinary BusinessOrdinary BusinessOrdinary BusinessOrdinary Business

1. To receive, consider and adopt the Audited Profit and Loss Account for the year endedMarch 31, 2011 and the Balance Sheet as at that date together with Report of the Directors and Auditorsthereon.

2. To declare dividend on Equity Shares.

3. To appoint a Director in place of Mr S Ramadorai who retires by rotation and is eligible for reappointment.

4. To appoint a Director in place of Mr P P Kadle who retires by rotation and is eligible for reappointment.

5. To appoint Auditors of the Company to hold office from the conclusion of this Meeting until theconclusion of the next Annual General Meeting of the Company and to authorize the Board of Directorsto fix their remuneration. M/s Deloitte Haskins & Sells, Chartered Accountants, the retiring Auditors areeligible for reappointment.

Notes:Notes:Notes:Notes:Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTEINSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER.

2. The Proxy as per the format given in the Annual Report should be duly filled, stamped, signed andreceived by the Company at its registered office not less than 48 hours before the time for holding themeeting.

3. Members/proxies should bring duly filled Attendance Slips sent herewith to attend the meeting.

4. The Register of Directors’ shareholding, maintained under Section 307 of the Companies Act, 1956, willbe available for inspection by the members at the AGM.

5. The Register of Contracts, maintained under Section 301 of the Companies Act, 1956, will be availablefor inspection by the members at the registered office of the Company.

6. The Register of Members and the Transfer Books of the Company will be closed fromJuly 07, 2011 to July 14, 2011, both days inclusive.

7. The dividend on Equity Shares as recommended by the Directors for the year endedMarch 31, 2011 if declared will be payable on or after July 27, 2011 in accordance with the Resolution tobe passed by the Members of the Company.

8. As per the provisions of the Companies Act, 1956, facility for making nominations is available for Membersin respect of shares held by them. Nomination Forms can be obtained from the Company’s Registrarand Transfer Agents.

9. Members may please note the contact details of the Company’s Registrar and Transfer Agents,M/s TSR Darashaw Limited, TSR Darashaw Limited, TSR Darashaw Limited, TSR Darashaw Limited, TSR Darashaw Limited, as follows:

TSR Darashaw LimitedTSR Darashaw LimitedTSR Darashaw LimitedTSR Darashaw LimitedTSR Darashaw Limited6-10 Haji Moosa Patrawala Industrial Estate,20, Dr. E. Moses Road,Mahalaxmi, Mumbai- 400011TTTTTel:el:el:el:el: +91 22 66568484 Fax:Fax:Fax:Fax:Fax: +91 22 66568494 Email:Email:Email:Email:Email: [email protected]: www.tsrdarashaw.com

10. Members are requested to notify the change in their Anotify the change in their Anotify the change in their Anotify the change in their Anotify the change in their Addrddrddrddrddressessessessess,,,,, B B B B Bank Dank Dank Dank Dank Detailsetailsetailsetailsetails, EmailEmailEmailEmailEmail etc. if any, to theCompany’s Registrar and Transfer Agents. Shareholders should quote their folio numbers in all theircorrespondence with the Company and the Registrar and Transfer Agents.


TTTTTaaaaata ta ta ta ta TTTTTechnoloechnoloechnoloechnoloechnologies Limitgies Limitgies Limitgies Limitgies Limitededededed

2

11. Members’ attention is particularly drawn to the ‘Unclaimed and Unpaid Dividend’ section under ‘GeneralShareholder Information’ in the Corporate Governance Report.

12. The Company has dematerialized its Equity Shares with CDSL and NSDL and the Company’s ISIN isINE142M01017. Members are requested to dematerialize their shares. A detailed FAQ on Dematerializationis provided elsewhere in the Annual Report. Members are also encouraged to utilize the Electronic ClearingSystem (ECS) for receiving dividends and are requested to update their savings bank account detailswith their respective Depository Participants.

13. The Ministry of Corporate Affairs vide Circular No. 17/95/2011 CL-V, has taken a green initiative in theCorporate Governance and clarified that service of document (Notices, Annual Reports etc.) to memberthrough electronic mode is in compliance with the relevant provision of Companies Act, 1956. TheCompany cares for the environment and wishes to use this opportunity to ensure conservation of thenatural resources. Members are thus, requested to register their email address, through written application,with the Company’s Registrar and Transfer Agents to enable the Company to send Notices, Annual Reportsand other communication via email.

14. For detailed information on the retiring Directors, please refer the Corporate Governance Report.

By Order of the Board of Directors

Anubhav KapoorAnubhav KapoorAnubhav KapoorAnubhav KapoorAnubhav KapoorGeneral Counsel and Company Secretary

Pune, April 30, 2011

Registered Office:Registered Office:Registered Office:Registered Office:Registered Office:25, Rajiv Gandhi Infotech Park,Hinjawadi,Pune – 411 057

3

DIRECTORS’ REPORTDIRECTORS’ REPORTDIRECTORS’ REPORTDIRECTORS’ REPORTDIRECTORS’ REPORT

TO THE MEMBERS OFTO THE MEMBERS OFTO THE MEMBERS OFTO THE MEMBERS OFTO THE MEMBERS OFTTTTTAAAAATTTTTA A A A A TECHNOLTECHNOLTECHNOLTECHNOLTECHNOLOGIES LIMITEDOGIES LIMITEDOGIES LIMITEDOGIES LIMITEDOGIES LIMITED

The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of yourCompany and the Audited Statement of Accounts for the year ended March 31, 2011.

1.1.1.1.1. FINANCIAL RESULFINANCIAL RESULFINANCIAL RESULFINANCIAL RESULFINANCIAL RESULTTTTTSSSSS

The summary of financial results of the Company for the year ended March 31, 2011 is as follows:Rs. in croreRs. in croreRs. in croreRs. in croreRs. in crore

2010-112010-112010-112010-112010-11 2009-10

Income from Services & Sale of ProductsIncome from Services & Sale of ProductsIncome from Services & Sale of ProductsIncome from Services & Sale of ProductsIncome from Services & Sale of Products 492.68492.68492.68492.68492.68 382.39

Other IncomeOther IncomeOther IncomeOther IncomeOther Income 12.0712.0712.0712.0712.07 9.41

TTTTTotal Incotal Incotal Incotal Incotal Incomeomeomeomeome 504.75504.75504.75504.75504.75 391.80

Operating ExpenditureOperating ExpenditureOperating ExpenditureOperating ExpenditureOperating Expenditure 361.18361.18361.18361.18361.18 273.42

PPPPPrrrrrofit bofit bofit bofit bofit befefefefefororororore De De De De Depreprepreprepreciaeciaeciaeciaeciation,tion,tion,tion,tion, In In In In Inttttterererererest and est and est and est and est and TTTTTaxaxaxaxaxeseseseses 143.57143.57143.57143.57143.57 118.38

InterestInterestInterestInterestInterest 1.701.701.701.701.70 1.71

DepreciationDepreciationDepreciationDepreciationDepreciation 14.7714.7714.7714.7714.77 9.37

PPPPPrrrrrofit / (Lofit / (Lofit / (Lofit / (Lofit / (Loss) boss) boss) boss) boss) befefefefefororororore e e e e TTTTTaxaxaxaxax 127.10127.10127.10127.10127.10 107.30

PPPPPrrrrrooooovision fvision fvision fvision fvision for or or or or TTTTTaxaxaxaxaxeseseseses 30.0530.0530.0530.0530.05 30.93

PPPPPrrrrrofit / (Lofit / (Lofit / (Lofit / (Lofit / (Loss) afoss) afoss) afoss) afoss) afttttter er er er er TTTTTaxaxaxaxax 97.0597.0597.0597.0597.05 76.37

Balance brought forward from previous yearBalance brought forward from previous yearBalance brought forward from previous yearBalance brought forward from previous yearBalance brought forward from previous year 93.6693.6693.6693.6693.66 55.64

Amount available for AppropriationsAmount available for AppropriationsAmount available for AppropriationsAmount available for AppropriationsAmount available for Appropriations 190.71190.71190.71190.71190.71 132.01

APPRAPPRAPPRAPPRAPPROPRIAOPRIAOPRIAOPRIAOPRIATIONSTIONSTIONSTIONSTIONS

Interim DividendInterim DividendInterim DividendInterim DividendInterim Dividend 26.0926.0926.0926.0926.09 -----

Proposed final DividendProposed final DividendProposed final DividendProposed final DividendProposed final Dividend 18.6318.6318.6318.6318.63 26.03

TTTTTax on Inax on Inax on Inax on Inax on Inttttterererererim / Pim / Pim / Pim / Pim / Prrrrropopopopoposed Dosed Dosed Dosed Dosed Dividendividendividendividendividend 7.367.367.367.367.36 4.32

General ReserveGeneral ReserveGeneral ReserveGeneral ReserveGeneral Reserve 10.0010.0010.0010.0010.00 8.00

Balance carried to Balance SheetBalance carried to Balance SheetBalance carried to Balance SheetBalance carried to Balance SheetBalance carried to Balance Sheet 128.63128.63128.63128.63128.63 93.66

2.2.2.2.2. REREREREREVIEVIEVIEVIEVIEW OF BW OF BW OF BW OF BW OF BUSINESS OPERUSINESS OPERUSINESS OPERUSINESS OPERUSINESS OPERAAAAATIONSTIONSTIONSTIONSTIONS

The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84%in revenue from sale of products and services, from Rs 382.39 crore in 2009-10 to Rs 492.68 crore in2010-11. Due to stringent cost control, focus on operating efficiencies and offshoring, the operatingprofit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at arate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% duringthe same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% overlast year to reach figures of Rs 422.50 crore and Rs 70.18 crore respectively. The services revenue comprisesEngineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product LifecycleManagement (PLM). EAG addresses the engineering and design needs of manufacturers through servicesfor all stages of the product development and manufacturing process. ESG addresses the InformationTechnology needs of manufacturers including business solutions, strategic consulting, ERPimplementation, systems integration, IT networking and infrastructure solutions and programmanagement. PLM addresses the product development technology solution requirements ofmanufacturers including end-to-end implementation of PLM technology, best practices and PLMconsulting. PLM also includes the Company’s proprietary applications iGETIT® and iCHECKIT®.

3.3.3.3.3. DIVIDEND DIVIDEND DIVIDEND DIVIDEND DIVIDEND

The Board declared an interim dividend of Rs 7/- per share in January 2011 inclusive of pro-rata dividendin respect of shares allotted during the year. The Board recommends a final dividend of Rs 5/- per share,



4

in addition to the interim dividend of Rs 7/- per share for the financial year 2010-11 on a pro-rata basis.With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- pershare. The total dividend for the financial year 2009-10 was Rs 7/- per share.

4 .4 .4 .4 .4 . BUSINESS OUTLOOKBUSINESS OUTLOOKBUSINESS OUTLOOKBUSINESS OUTLOOKBUSINESS OUTLOOK

With the rapidly changing and uncertain macro-economic scenario, customer demands and expectationshave also changed. Customers are maintaining a cautious approach when spending money on their IT& Engineering requirements. They are also looking for optimum utilization of that money by derivingmaximum value in the products and solutions offered. This has emphasized the need for transformationin business models and service delivery, while bringing in more flexibility. The industry is looking todiversify beyond its key offerings and markets, defining new business and pricing models, transformingthe delivery process through technology innovation and thus ensuring cost efficiency.

With increased focus on improving productivity and controlling costs while increasing the offshorerevenue, the Company has been able to improve the EBITDA margins.

In the coming years, the Company will continue to improve on the parameters specifically focusing onFixed Price based revenues, reduced rework efforts, increased zero defect deliveries to the customer,increased usage of automation tools and increased customer satisfaction rating among others.

Offshore business margins are significantly higher than other forms of service delivery. The Companyhas been continuously focusing on increasing its revenue share of offshore business which will help inimproving EBIDTA margins.

Please refer the section on Management Discussion and Analysis for more information.

5.5.5.5.5. CHANGES IN SHARE CCHANGES IN SHARE CCHANGES IN SHARE CCHANGES IN SHARE CCHANGES IN SHARE CAPITAPITAPITAPITAPITALALALALAL

During the year, the following changes have occurred in the authorized and the paid-up equity sharecapital of the Company:

a) The authorized share capital of the Company remained unchanged at Rs 60.70 crore divided into6,00,00,000 equity shares of Rs 10/- each and 7,00,000 0.01% cumulative non-participativecompulsorily convertible preference shares of Rs 10/- each.

b) 70,664 equity shares were allotted on exercise of the employee stock options during the year.Hence, the paid-up capital of the Company increased from Rs 37.24 crore to Rs 37.32 crore.

The Company is committed to employee participation in the future of the Company and has promotedand implemented various stock based incentive and ownership schemes from time to time. The detailsfor the last year are provided in Annexure I to this report.

Changes in Share Capital after the Financial Year: The Company has allotted 37,46,505 (8.73% of total EquityCapital) and 18,73,253 (4.36% of total Equity Capital) fully paid Equity Shares at Rs 251.0072/- per share to AlphaTC Holdings Pte. Ltd. and Tata Trustee Company Ltd. - Trustee to Tata Capital Growth Fund - I respectively, on apreferential allotment basis, on May 16, 2011. The members of the Company accorded their approval for thepreferential allotment at their EGM held on April 30, 2011.

6 .6 .6 .6 .6 . HUMAN RESOURCE DEVELOPMENTHUMAN RESOURCE DEVELOPMENTHUMAN RESOURCE DEVELOPMENTHUMAN RESOURCE DEVELOPMENTHUMAN RESOURCE DEVELOPMENT

The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011.The total employee strength of the Company and its subsidiaries, as on March 31, 2011 was 4602professionals serving clients in 25 countries on five continents. The Company’s philosophy is to staffand manage a country’s organization with the citizens of those countries. This allows keeping decisionmaking closer to the customers the Company serves.

The core components of the Company’s HR strategy include: attracting & retaining the best talent, buildingthe capability of its employees for growth and sustenance of the business and enhancing the engagementof its workforce thereby becoming an employer of choice.

The Company’s recruitment strategy ensured that employee addition was clearly aligned to businessdemand. During the period, the Company added 569 employees overall, increasing its total strengthbeyond 4,600 employees across all geographies. More than 16% of new hires were selected from premiumcampuses across India. The attrition rate for FY11 was 18.3% on a global basis and 15.6% in India, whichwas below industry level. The percentage of women working for the Company is 12% globally.

5

The training programs at the entry level as well as the continuous learning programs have beenenhanced to ensure that the Company has the right competencies in its workforce.

Overall, 16,103 learning days were invested towards development in key technology areas and 2,233employees at various levels attended training programs. The Supervisory Development program andLEAD program enables identification and development of leaders in junior and middle management. Toaugment the workforce learning initiative and reach out to the global employee base, “iGETIT®” webbased interactive self-paced learning tool has been deployed. “MySkills” an initiative to capture andenhance the skills and competencies of employees has been undertaken which will enable theOrganization to build its capabilities aligned to customers’ requirements.

The key factors of workforce engagement and satisfaction are determined through various HR initiativessuch as ‘ConeXion’ (engagement survey conducted globally by Gallup once in two years), ‘One-to-OneDialogue’ an initiative to connect with employees after every 121 days by HR Business Partners. Leadershipstays in touch with employees through skill level meetings and Employee Briefing sessions (heldsimultaneously across all geographies and locations). These sessions are coupled with ‘Open House’, aquarterly briefing session used by the Tata Technologies leadership team to disseminate latestinformation and updates about the Company followed by an open forum for employees.

The Company fosters a high performance culture through various workforce practices like the TalentPool program, the web enabled global application viz. Performance Assessment & CompetencyEnhancement process etc. which distinguish and recognize high performers. The Talent Pool processfocuses on identifying, developing and retaining the high potential employee in the Company throughstructured learning, deployment to niche global assignment and faster growth. The Company alsoprovides structured feedback and development through Performance Improvement Plan for thoserequiring enhancements in their performance. The Reward & Recognition program rolled out globallyhas been a major success factor in the Company’s employee motivational initiatives.

7.7.7.7.7. CCCCCORPORORPORORPORORPORORPORAAAAATE SUSTTE SUSTTE SUSTTE SUSTTE SUSTAINABILITAINABILITAINABILITAINABILITAINABILITYYYYY

The Company is embarking on the journey from Corporate Social Responsibility (CSR) to CorporateSustainability Program (CSP) to achieve its mission to make a positive difference in the communities inwhich the Company does business and to support select programs, outreach efforts and initiatives thatimprove and enhance the quality of life. During the year, the Company has taken following initiativesto achieve its mission:

A.A.A.A.A. Environment:Environment:Environment:Environment:Environment:

� Recycling of waste- WaterRecycling of waste- WaterRecycling of waste- WaterRecycling of waste- WaterRecycling of waste- Water

The Company uses 80,000 to 1,00,000 liters of water per day for human consumption at itsHinjawadi office. During the year, the Company reused/recycled this water resulting in savingof about 50,000 to 60,000 liters per day. The reused/recycled water is used for other purposeslike gardening, watering trees, vehicle washing purposes etc.

� Recycling of waste-Recycling of waste-Recycling of waste-Recycling of waste-Recycling of waste-FFFFFoodoodoodoodood

The Company’s canteen generates about 60 to 70 Kgs of waste food every day. This wastefood is converted into Fertilizers through “Vermi culture” which is now used in the Company’sgardens and distributed amongst nearby farmers.

B.B.B.B.B. Social Responsibility:Social Responsibility:Social Responsibility:Social Responsibility:Social Responsibility:

� Blood Donation:Blood Donation:Blood Donation:Blood Donation:Blood Donation:

During the year, the Company organized blood donation drives at various locations anddonated 378 units of blood.

� Exhibition of products made by Blind School Girls:Exhibition of products made by Blind School Girls:Exhibition of products made by Blind School Girls:Exhibition of products made by Blind School Girls:Exhibition of products made by Blind School Girls:

The Company organized an Exhibition, at the time of Diwali and X-Mas, of hand madeproducts like greeting cards, candles, jewelry etc. made by Blind students.

� AIDS Day awareness drive:AIDS Day awareness drive:AIDS Day awareness drive:AIDS Day awareness drive:AIDS Day awareness drive:

The Company’s employee volunteers organized an AIDS awareness desk at the Company’sHinjawadi Campus.



6

� Quiz for a Cause:Quiz for a Cause:Quiz for a Cause:Quiz for a Cause:Quiz for a Cause:

The Company raised funds for charity by launching a series of daily online World Cup relatedquizzes for employees and the entry fee generated was donated for supportingunderprivileged children. The winners of the quiz received artwork created by those childrenas a prize.

C.C.C.C.C. EEEEEccccconomic onomic onomic onomic onomic TTTTTalenalenalenalenalent Dt Dt Dt Dt Deeeeevvvvvelopmenelopmenelopmenelopmenelopment:t:t:t:t:

� Ready EngineerReady EngineerReady EngineerReady EngineerReady Engineer:

The Company has started a ‘Ready EngineerTM’ program during the year with a goal to meetthe engineering industry’s demand for employable engineers and bridge the industry-institute gap with direct intervention. The program provides voluntary classroom based,industry-focused engineering training to engineering students. Initially 120 students, fromtwo colleges, will be beneficiaries of this program.

� First Book – putting books into the hands of children: North AmericaFirst Book – putting books into the hands of children: North AmericaFirst Book – putting books into the hands of children: North AmericaFirst Book – putting books into the hands of children: North AmericaFirst Book – putting books into the hands of children: North America

First Book, in North America, is a Tata Sons partnership that promotes literacy, by providingat no cost, books to underprivileged elementary school children throughout the UnitedStates. First Book has distributed more than 70 million free and low cost books in thousandsof communities till date. The Company donated 740 books to Garfield Elementary School inLivonia and further plans to give away 40,000 books across the country in partnership withTata Sons.

� Run for Hope: North AmericaRun for Hope: North AmericaRun for Hope: North AmericaRun for Hope: North AmericaRun for Hope: North America

The Company arranged a Marathon to raise funds to support Grace Centers for Hope.41 employees raised more than US$4,000.

� AAAAAdopt-a-Fdopt-a-Fdopt-a-Fdopt-a-Fdopt-a-Familyamilyamilyamilyamily::::: N N N N Norororororth Ath Ath Ath Ath Amermermermermericicicicicaaaaa

The Company has been driving this initiative for the last 11 years. Under this initiative, theCompany provides gifts, cloths and personal care items to families in need at Christmas.

8.8.8.8.8. QUQUQUQUQUALITALITALITALITALITY INITIAY INITIAY INITIAY INITIAY INITIATIVESTIVESTIVESTIVESTIVES

The Company continued its business excellence journey through the year. The Company participated inthe Tata Business Excellence Model ( TBEM) external assessment in 2010 as a single organizationrepresenting all its geographies. The organization was assessed at the “Early Improvement” score bandon the Business Excellence journey with an improvement of 26 points over 2009 TBEM score.

The Company intends to move further up on the score band in the 2011 external assessment. A detailedaction plan is made based on the outcomes of the assessment, which is being monitored by the ‘Officeof Strategic Management’ from the Managing Director and COO’s office.

The Quality Management System (QMS) has been implemented in the major delivery centers of TataTechnologies - Hinjawadi and Bangalore. Management processes and support function processessuccessfully cleared the mandatory surveillance audits to the quality standards AS 9100:B andISO 9001: 2000.

The Company initiated extension of the best practices and global processes established through theQMS to other locations including onsite component of projects in Europe. Workshops were held forsenior management and those managing onsite activities of projects. “Hands on” training was providedto onsite coordinators. This is a critical link in streamlining global business processes leading to significantbenefits to the customers, the organization and employees.

To help streamline the Company’s operations in the Thailand Delivery center, the QMS was extended tothis location. This center, which caters to the Asia Pacific operations outside India will soon go forISO 9001:2008 Certification.

The main delivery location in Hinjawadi, Pune went through the mandatory surveillance audit of theInformation Security Management System (ISMS) and retained its ISO 27001 Certification. This is anessential quality standard which demonstrates the organization’s ability to secure customer and businessrelated information.

7

A significant process initiative has been the establishment of the Global Engagement Model (GEM) whichis a consolidation of best practices from locations around the world. Following the “Bid Response” phase,the “Delivery” module is now implemented in over 80 projects. GEM helps present a consistent, “commonface” of the Company to the customer.

The quality standards have been revised to ISO 9001:2008 and AS 9100 C. Preparatory work includingreview and revision of the QMS, upgradation of internal auditors, training and workshops have beeninitiated towards meeting the goal of renewal of certifications to the revised standards in July 2011.

9.9.9.9.9. INFORMAINFORMAINFORMAINFORMAINFORMATION TION TION TION TION TECHNOLTECHNOLTECHNOLTECHNOLTECHNOLOGY (ITOGY (ITOGY (ITOGY (ITOGY (IT) INITIA) INITIA) INITIA) INITIA) INITIATIVESTIVESTIVESTIVESTIVES

The Company continued its strategic IT Initiatives to support its business goals while providingefficiencies and scalability to its shareholders, customers & employees, while further integratingoperations across its three key territories.

IT Service Operations:IT Service Operations:IT Service Operations:IT Service Operations:IT Service Operations: A state of the art global datacenter was built in the Hinjawadi delivery centerproviding improved uptime and reliability to its customer/internal systems. The datacenter adopted a“Green IT” philosophy, with over 70% physical servers virtualized (consolidated) across North America,Europe and Asia-Pacific. The initiative achieved reduction in software licensing, space, power & coolingrequirements while also providing higher performance and reliability. To maximize personal productivityof its employees through better collaboration, the Company is consolidating its two major domain/email systems to a single platform. The Company also launched a Software Asset Management (SAM)initiative to streamline and govern its Engineering and other IT software assets across territories. Inaddition to cost reductions through better utilization (software re-harvesting) – the processes adoptedare part of the global ISO 19770 standards.

IT Service Delivery:IT Service Delivery:IT Service Delivery:IT Service Delivery:IT Service Delivery: The Company matured its global process deployments across its major process areasalong with the associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Financeand Decision Making/Analytics).

The Customer Relationship Management (CRM) system matured across all territories/countries withprocess and technology improvements across areas such as Quoting, Pre-Sales, Sales-Delivery Integrationand Visibility to Customer Billing & Payables. Adoption of the GEM-iT systems was enhanced in the keyDelivery Centers. SAP was further leveraged to further streamline processes such as Credit Management,Product Sales Orders and Profitability Analysis. The Company also deployed SAP in Mexico, making SAPas the core ERP system across every Tata Technologies entity. The SAP ERP platform was upgraded to thenew ECC 6.0 leveraging associated functionality and performance improvements. The Company alsodeployed an integrated system to better refine employee Skills (mySkills) as part of its CompetencyAssessment efforts.

The Company also paved way for readiness to scale, through a comprehensive Systems Value EngineeringStudy conducted across its operations. Partnering with SAP, this study defined plans to fully integrate itsHire2Retire processes, leveraging key SAP software. The Company has also renewed its commitmenttowards process alignment through the establishment of Global Sales & Delivery PMOs.

Information Security (ISMS) Operations:Information Security (ISMS) Operations:Information Security (ISMS) Operations:Information Security (ISMS) Operations:Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/employee information assets continued to be a key focus. Through the deployment of ISMS (InformationSecurity Management System) and its associated governance, the Company successfully recertified itsISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabledvisitor management systems to strengthen Company’s overall security systems. The Company plans toglobally deploy its ISMS (Information Security Management Systems) during the coming year.

The Company continues to adopt Information Technology Infrastructure Library (ITIL) as its ServiceDelivery Framework for all internal operations and to adopt an IT Steering Committee governanceframework to prioritize requirements across all parts of its business while ensuring return of its ITinvestments.

10.10.10.10.10. SUBSIDIARSUBSIDIARSUBSIDIARSUBSIDIARSUBSIDIARY CY CY CY CY COMPOMPOMPOMPOMPANIES AND JOINT ANIES AND JOINT ANIES AND JOINT ANIES AND JOINT ANIES AND JOINT VENTUREVENTUREVENTUREVENTUREVENTUREThe Company had eight subsidiary companies as on March 31, 2011. The Company continued to reviewand reorganize all its subsidiaries. The following changes occurred with respect to the Company’scorporate structure/subsidiaries during the previous year:

EEEEEurururururopopopopope:e:e:e:e: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK andare being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France wasliquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course.



8

With the liquidation of INCAT SAS, France, the number of subsidiaries of the Company has been reducedfrom 9 to 8 during the year.

JJJJJoinoinoinoinoint t t t t VVVVVenenenenenturturturturture:e:e:e:e: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and HindustanAeronautics Limited (HAL), with its corporate office situated at Bengaluru, Karnataka. Tata HAL TechnologiesLtd is in the business of providing engineering and design solutions and services in the domain ofaerostructures for the aerospace industry. The Company reported revenues of Rs 3.35 crore for theFY 2010-11 as against the revenues of Rs 0.57 crore in FY 2009-10 an increase of 487.72% over last year.The loss for the year was Rs 0.60 crore as against Rs 1.58 crore in FY 2009-10. Considering the tax lossesof the Company, no provision for tax has been made in the books of account.

Consolidated Results: Consolidated Results: Consolidated Results: Consolidated Results: Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated FinancialStatements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of theCompany and 50% share in Joint venture Company have been considered in the Consolidated FinancialStatements of the Company, attached in a separate section of this report. As may be seen from theconsolidated statements, the consolidated revenue was Rs 1268.06 crore, an increase of 15.63% againstRs 1096.69 crore in the previous year. The profit before tax was Rs 179.92 crore as againstRs 125.97crore in the previous year, recording a growth of 42.83%. The profit after taxwas Rs 139.02 crore as against Rs 91 crore recording a growth of 52.77%.

The Services/Products business mix was a 71/29 split respectively (Rs 882 crore for services andRs 367 crore for products) compared to FY 2010 when the Company recorded Rs 787 crore for servicesand Rs 284 crore for products or a 74/26 mix. The Americas produced Rs 462.90 crore with Asia Pacificrecording Rs 546.62 crore and Europe generating Rs 381.47 crore. The three territories combined producedRs 1268.06 crore top line revenue in FY 2011 after reducing inter-company billing, compared toRs 1097.97 crore for FY 2010.

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directorsand Auditors of the subsidiary companies and other documents referred in section 212 (1) of theCompanies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circulardated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts ofsubsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions.Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gistof the financial performance of the Company’s subsidiaries is attached elsewhere as part of the report.

9

They are also kept at the Company’s Head Office/Registered Office as well as that of the respectivesubsidiary. These documents/details will be made available for inspection upon request by any memberof the Company or to any member/Investor of its subsidiary.

11.11.11.11.11. DIRECTORSDIRECTORSDIRECTORSDIRECTORSDIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association,Mr S Ramadorai and Mr P P Kadle are liable to retire by rotation and being eligible offer themselves forreappointment.

12.12.12.12.12. STSTSTSTSTAAAAATUTTUTTUTTUTTUTORORORORORY AY AY AY AY AUDITUDITUDITUDITUDITORSORSORSORSORS

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company’s Statutory Auditors, hold officeuntil the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examineand audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, havepursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming theireligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.The members are requested to appoint Auditors for the current year and fix their remuneration.

13.13.13.13.13. INTERNAL AUDITORSINTERNAL AUDITORSINTERNAL AUDITORSINTERNAL AUDITORSINTERNAL AUDITORS

To implement a robust framework in the Company, during the year, the Company has appointedM/s Ernst & Young as Internal Auditors of the Company to conduct the Internal Audit of the Companyand its subsidiaries.

14.14.14.14.14. PUBLIC DEPOSITSPUBLIC DEPOSITSPUBLIC DEPOSITSPUBLIC DEPOSITSPUBLIC DEPOSITS

Your Company has not accepted any deposits from the public in terms of Section 58A and/orSection 58AA of the Companies Act, 1956 during the year under review. And hence, no amount isoutstanding under the head Public Deposits as on March 31, 2011.

15.15.15.15.15. PPPPPARARARARARTICULTICULTICULTICULTICULARS OF EMPLARS OF EMPLARS OF EMPLARS OF EMPLARS OF EMPLOOOOOYEESYEESYEESYEESYEES

A statement containing the names and other particulars of employees of the Company as requiredunder Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees)Rules, 1975 is given as Annexure II to this Report.

16.16.16.16.16. MANAMANAMANAMANAMANAGEMENT DISCUSSION AND ANALGEMENT DISCUSSION AND ANALGEMENT DISCUSSION AND ANALGEMENT DISCUSSION AND ANALGEMENT DISCUSSION AND ANALYYYYYSISSISSISSISSIS

The readers are advised to refer the separate section on the Management Discussion and Analysis inthis Report.

17.17.17.17.17. CCCCCORPORORPORORPORORPORORPORAAAAATE GOVERNANCE REPORTE GOVERNANCE REPORTE GOVERNANCE REPORTE GOVERNANCE REPORTE GOVERNANCE REPORTTTTT

The readers are advised to refer the separate section on Corporate Governance in this Report.

18.18.18.18.18. CCCCCONSERONSERONSERONSERONSERVVVVVAAAAATION OF ENERTION OF ENERTION OF ENERTION OF ENERTION OF ENERGYGYGYGYGY,,,,, TECHNOLTECHNOLTECHNOLTECHNOLTECHNOLOGY ABSORPTION AND FOREIGN EXOGY ABSORPTION AND FOREIGN EXOGY ABSORPTION AND FOREIGN EXOGY ABSORPTION AND FOREIGN EXOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDCHANGE EARNINGS ANDCHANGE EARNINGS ANDCHANGE EARNINGS ANDCHANGE EARNINGS ANDOUTGOOUTGOOUTGOOUTGOOUTGO

Conservation of Energy: Conservation of Energy: Conservation of Energy: Conservation of Energy: Conservation of Energy: The operations carried out by the Company in all its locations are such thatthey are not deemed as energy intensive. However, the Company constantly makes efforts to avoidexcessive consumption of energy. Measures were initiated to raise consciousness of the need to conservepower and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest Houseand the Wellness Centre. The schedule of switching on/off lights and AHU’s was monitored continuouslykeeping in mind factors of climate, availability of power and working hours. LED lights are beingconsidered as a replacement for CFL wherever possible in all new facilities. The Company remainscommitted to deploying more efficient energy saving measures. New technologies/options are regularlymonitored and efforts will continue to conserve energy.

TTTTTechnoloechnoloechnoloechnoloechnologggggy Ay Ay Ay Ay Absorbsorbsorbsorbsorptionptionptionptionption: The Company’s commitment to become the world leader to the manufacturingindustry is reiterated. To scale Tata Technologies, to rapidly respond, to manage risk, to position theCompany for long-term sustainability, to diversify the Company’s business into new industry verticals,geographies and new lines of service, the Company’s Engineering teams have been working withautomotive, aerospace, industrial and consumer goods companies across the globe for two decades tocreate better products which benefit people.

The Company has identified innovation as key to its survival and success. It holds an annual innovationcontest to stimulate and support innovation. Efforts continue to make innovation a key component inall the domain areas.

Complete Automobile Vehicle EngineeringComplete Automobile Vehicle EngineeringComplete Automobile Vehicle EngineeringComplete Automobile Vehicle EngineeringComplete Automobile Vehicle Engineering: The Company has capability to engineer and deliver completevehicles, from concept to production to continuous engineering while the vehicle is in service.



10

The services provided by the Company are entirely focused on helping other companies build betterproducts, define better processes, and reduce costs along the way. As an example of technologicalcapabilities, the Company has developed technological capabilities in knowledge based engineering andCAE analysis along with following areas and is already providing services to major clients in these areas:

� Digital ManufacturingDigital ManufacturingDigital ManufacturingDigital ManufacturingDigital Manufacturing: The Company provides end to end solutions in the digital manufacturingdomain – from planning to layout to simulation to implementation which enables engineers tomake intelligent decisions in the virtual environment without committing to the costs of physicalequipment.

� PLMPLMPLMPLMPLM: The Company integrates complete product lifecycle solutions with engineering and designprocesses, industry-leading technology, and resources to create better products. The Companycovers all the bases with 4D Process Consulting, a time-tested method of building a better PLMsolution. This approach guarantees careful analysis of unique business needs, to find the rightsolution for the client’s processes and technology.

Constant efforts are underway to improve the engineering and design skills of the Company’sprofessional staff. Opportunities are created to achieve technological strengths and achieve technologicalexcellence in the areas where the Company operates. The Company continues to upgrade itstechnological capabilities on a regular basis. The absorption of newer and better technology, upgradationof the technological strengths and constant innovation are given high importance.

Foreign Exchange Earnings and OutgoForeign Exchange Earnings and OutgoForeign Exchange Earnings and OutgoForeign Exchange Earnings and OutgoForeign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings andoutgo during the year under review, in terms of the Notification 1029 of 31-12-1988 issued by theDepartment of Company Affairs is as follows:

Rs in croreRs in croreRs in croreRs in croreRs in crore

2010-112010-112010-112010-112010-11 2009-102009-102009-102009-102009-10

Earnings in foreign currencyEarnings in foreign currencyEarnings in foreign currencyEarnings in foreign currencyEarnings in foreign currency 110.91110.91110.91110.91110.91 79.0079.0079.0079.0079.00

Expenditure in foreign currencyExpenditure in foreign currencyExpenditure in foreign currencyExpenditure in foreign currencyExpenditure in foreign currency 33.0633.0633.0633.0633.06 34.6734.6734.6734.6734.67

19.19.19.19.19. DIRECTDIRECTDIRECTDIRECTDIRECTORSORSORSORSORS’’’’’ RESPONSIBILIT RESPONSIBILIT RESPONSIBILIT RESPONSIBILIT RESPONSIBILITY STY STY STY STY STAAAAATEMENTTEMENTTEMENTTEMENTTEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representationsreceived from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followedand that there are no material departures;

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have appliedthem consistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of the financial yearand of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act, 1956, for safeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

20.20.20.20.20. ACKNOWLEDGEMENTSACKNOWLEDGEMENTSACKNOWLEDGEMENTSACKNOWLEDGEMENTSACKNOWLEDGEMENTS

Your Directors would like to express their heartfelt gratitude to all the customers, business partners,bankers and auditors for their continued support and association. The Directors also wish to thank theGovernment and all the statutory authorities for their support and co-operation.

The Directors would also like to place on record their appreciation of the dedicated, individual andcollective contribution of all the employees in the overall growth and progress of the Company duringthe last year.

The Directors, finally, would like to specially thank and place on record their gratitude to all the membersof the Company for their faith in the management and continued affiliation with the Company.

On behalf of the Board of Directors

S RAMADORAIS RAMADORAIS RAMADORAIS RAMADORAIS RAMADORAIPune, April 30, 2011 Chairman

11

Annexure I – Directors’ ReportAnnexure I – Directors’ ReportAnnexure I – Directors’ ReportAnnexure I – Directors’ ReportAnnexure I – Directors’ Report

EMPLEMPLEMPLEMPLEMPLOOOOOYEE STYEE STYEE STYEE STYEE STOCK OOCK OOCK OOCK OOCK OWNERSHIPS SCHEMESWNERSHIPS SCHEMESWNERSHIPS SCHEMESWNERSHIPS SCHEMESWNERSHIPS SCHEMES

a)a)a)a)a) TTTTTaaaaata ta ta ta ta TTTTTechnoloechnoloechnoloechnoloechnologies Emplogies Emplogies Emplogies Emplogies Employyyyyees Sees Sees Sees Sees Stttttooooock Option Pck Option Pck Option Pck Option Pck Option Plan (lan (lan (lan (lan (TTTTTTESOP – 2001)TESOP – 2001)TESOP – 2001)TESOP – 2001)TESOP – 2001)

The status of the options granted and exercised as well as options forfeited during the financial yearended March 31, 2011 are as under:

ESOPs as on March 31, 2011ESOPs as on March 31, 2011ESOPs as on March 31, 2011ESOPs as on March 31, 2011ESOPs as on March 31, 2011

Number of Options Granted, Forfeited and ExercisedNumber of Options Granted, Forfeited and ExercisedNumber of Options Granted, Forfeited and ExercisedNumber of Options Granted, Forfeited and ExercisedNumber of Options Granted, Forfeited and Exercised

Options granted as on April 1, 2010 180803

Further options granted during the financial year 2010-11 Nil

Options exercised during the year 70664

Cashless options exercised during the year Nil

Options lapsed/forfeited during the year 1600

Options granted as on March 31, 2011 108539

Options available for Grant 41257

b)b)b)b)b) EmploEmploEmploEmploEmployyyyyee See See See See Stttttooooock Pck Pck Pck Pck Purururururchase Pchase Pchase Pchase Pchase Prrrrrooooogrgrgrgrgram- Sam- Sam- Sam- Sam- Serererereries IV (ESPP- Sies IV (ESPP- Sies IV (ESPP- Sies IV (ESPP- Sies IV (ESPP- Serererereries IVies IVies IVies IVies IV)))))

The Company had formed the “Tata Technologies Limited Employees Stock Option Trust” to manageand implement various stock based incentive programs for the employees of the Company. Under theEmployees Stock Purchase Program- Series IV, the Non-Executive Directors accepted offers to purchase atotal of 47,600 shares of the Company at Rs 223/- per share. The details are provided hereunder:

SlSlSlSlSl Name of DirectorName of DirectorName of DirectorName of DirectorName of Director No of sharesNo of sharesNo of sharesNo of sharesNo of shares No of sharesNo of sharesNo of sharesNo of sharesNo of shares % t% t% t% t% to o o o o TTTTTotal Sotal Sotal Sotal Sotal SharharharharharesesesesesNoNoNoNoNo offeredofferedofferedofferedoffered appliedappliedappliedappliedapplied applied during the yearapplied during the yearapplied during the yearapplied during the yearapplied during the year#####

1 Mr S Ramadorai 36,900 20,000 2.64%

2 Mr R Gopalakrishnan 9,200 9,200 1.22%

3 Mr P P Kadle 9,200 9,200 1.22%

4 Mr C Ramakrishnan 9,200 9,200 1.22%

TTTTTotalotalotalotalotal 64,50064,50064,50064,50064,500 47,60047,60047,60047,60047,600

c)c)c)c)c) Employees Stock Ownership Program 2010 (ESO 2010)Employees Stock Ownership Program 2010 (ESO 2010)Employees Stock Ownership Program 2010 (ESO 2010)Employees Stock Ownership Program 2010 (ESO 2010)Employees Stock Ownership Program 2010 (ESO 2010)

The Company has made several offers to the employees of the Company’s subsidiaries to purchaseshares of the Company and these previous offers required employees to sell the shares back to theTrust, in the event employee left the Company. The Trust over the last two years has accumulatedsubstantial number of shares after repurchasing them from the employees who left the services of theCompany. During the year, out of the repurchased shares, a total 7,09,000 shares were subscribed to byemployees at Rs 223/- per share under 2 separate schemes and a total of 78 employees participated inthose schemes. The list of top ten employees, who applied for the shares under the above offers, is asunder:

SlSlSlSlSl Name of EmployeeName of EmployeeName of EmployeeName of EmployeeName of Employee No of sharesNo of sharesNo of sharesNo of sharesNo of shares No of sharesNo of sharesNo of sharesNo of sharesNo of shares % t% t% t% t% to o o o o TTTTTotal Sotal Sotal Sotal Sotal SharharharharharesesesesesNoNoNoNoNo offeredofferedofferedofferedoffered appliedappliedappliedappliedapplied applied during the yearapplied during the yearapplied during the yearapplied during the yearapplied during the year#####

1 Mr Warren Harris 100,000 100,000 13.22%2 Mr John Howaniec 50,000 50,000 6.61%3 Mr Gopinath Jayaraj 50,000 50,000 6.61%4 Mr V Balaji 45,000 45,000 5.95%5 Mr Patrick McGoldrick* 40,000 40,000 5.29%6 Mr Richard Welford 35,000 35,000 4.63%7 Mr Craig Radomski 35,000 31,000 4.10%8 Mr Nick Sale 35,000 30,000 3.97%9 Mr Anand Bhade 35,000 30,000 3.97%10 Mr Kevin Fisher 25,000 25,000 3.30%

*Managing Director of the Company#Total shares applied during the year - 7,56,600 (7,09,000+47,600)



12

Annexure II – Directors’ ReportAnnexure II – Directors’ ReportAnnexure II – Directors’ ReportAnnexure II – Directors’ ReportAnnexure II – Directors’ Report

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97Ta

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M ;

MD

BA

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3401

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1997

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23,4

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22,8

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3201

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97Ta

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WA

2501

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1998

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97Ta

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2000

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2005

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4101

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1997

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3001

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1997

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2007

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BM

4201

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1997

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97Ta

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imit

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788

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785

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SSC

3401

.04.

1997

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73,8

22.0

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73,1

88.0

0BA

3201

.04.

1997

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Mo

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17Ye

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23Lu

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97Ta

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1998

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per

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635

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634

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MA

TRIC

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3601

.04.

1997

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TSG

2,2

72,6

99.0

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M.T

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1601

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1997

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2Ye

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27Pa

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PGD

M ,

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2603

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2007

Ato

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30Pi

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97Ta

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oto

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ars

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rab

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N G

**57

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uti

ve -

Fin

ance

938

,406

.00

932

,537

.00

SSC

3401

.04.

1997

Tata

Mo

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Per

son

al A

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asek

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Au

tom

atio

n 8

,254

,809

.00

5,5

20,6

40.0

0B

tech

; D

BM

3601

.04.

1997

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Mo

tors

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-Div

isio

nal

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ager

-5 y

rs33

Ro

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bra

ham

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gh

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ead

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63,7

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DM

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imit

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per

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ns

650

,088

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649

,503

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BC

OM

3001

.04.

1997

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Mo

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ited

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ms

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13

year

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e M

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ener

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mm

erci

al 3

,930

,334

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2,9

66,0

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CA

2301

.04.

1997

Tata

Mo

tors

Lim

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-Man

ager

-2 y

rs38

Tara

fdar

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vin

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2007

TTP

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The

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how

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13

Management Discussion & Analysis

A. Company Overview

Tata Technologies is a company of engineers, led by engineers, with more than 4,600 associates, representing 27 nationalities. We help ambitious manufacturers create great products. We focus on the manufacturing industry – on companies that make wonderful products – covering every aspect of the value chain from concept to recycling. We support these clients through comprehensive engineering services and IT processes and tools to manage product development and the complete manufacturing ecosystem. Tata Technologies serves clients in 25 countries, with a delivery model specifically designed for engineering and IT engagements that offers a unique blend of deep, local expertise integrated with our five global delivery centers, Detroit (USA), Coventry (UK), Pune (India), Stuttgart (Germany), and Bangkok (Thailand). The international headquarters is located in Singapore.

B. Manufacturing Industry Overview

The global manufacturing industry was emerging from the recession in 2010-11, but companies remained cautious in Engineering Research and Development (ER&D) investments. Projects had much longer decision cycles and were often divided into much smaller phases, with time delays between phases. The situation began to improve, primarily in the latter half of the year, as companies gradually gained confidence in economic recovery. Throughout the recession, and continuing into the recovery, Tata Technologies’ relationships with clients allowed us to substantially enlarge our footprint, in many cases moving up the value chain, assuming more responsibility for projects. The manufacturing Enterprise Systems Group won major systems integration contracts for SAP application development and maintenance. Following a carefully calculated growth strategy, we successfully managed to grow our aerospace business beyond our long-established PLM engagements into aero-structures engineering, concept to tooling. We also entered adjacent industry verticals, Construction/Heavy Machinery.

We are optimistic that investments in new product development and in the IT technology required to support that product development – long delayed by the recessionary economic climate – now will accelerate.

The lessons learned throughout the recession – stringent cost control, focus on operational efficiency and a dedication to the value proposition of offshoring – delivered tangible results.

1. Offshore Revenue Trend: The offshore revenue has grown consistently to 12% of the total revenue from 3% in 2006-07.

Customer Concentration

Tata Technologies Limited

14

Revenue by industry

68.8%

Automotive

Others

16.1%

12.5%

1.4% 1.4%

Aerospace

Energy

IM

LOB wise Revenue Share: LOB wise revenue is evenly split between all the LOBs.

21

Engineering & Design

PLM Services

33 33

12

Enterprprise System

PLM Products

EBITDA/Employee showing a positive trend

C. Industries Served

Tata Technologies partners with the world’s leading Automotive, Aerospace, Construction/Heavy Machinery OEMs, their tier 1 suppliers and their extended supply chains.

Automotive MarketAs the automotive industry emerges from the global recession, expected to recover to pre-recession levels by 2015, according to J.D Power and Associates; demand for new and highly-differentiated products is now increasing – especially in emerging markets – taxing the industry’s limited product and manufacturing engineering resources. While companies, including Tata Technologies, have learned to do more with less, OEMs require experienced, proven engineering and IT partners to meet these demands. Also, with the demand for innovation increasing, especially in sustainability and local customization, automotive companies need novel solutions to vehicle development challenges — a fresh view — to achieve success.

Only a truly global organization with a wide breadth of experience, especially in emerging markets, deep domain knowledge and worldwide capacity can deliver total vehicle programs and major vehicle sub systems in a time when the industry demands investment efficiency, frugal engineering and an accelerated time-to-market.

Tata Technologies works with 11 of the top 15 automotive OEMs and 13 of the top 15 automotive suppliers. We have continuously expanded our portfolio to deliver solutions for global clients for more than 25 years. Examining our extensive global assets, we determined how to best offer a focused, dedicated vehicle engineering solution to the market. This evolution led to realignment of Tata Technologies’ engineering leadership team and global workforce to create our Vehicle Programs & Development (VPD) Group. By drawing upon our capacity at automotive hubs around the world, including Detroit (USA), Coventry (U.K.), Stuttgart (Germany), Pune (India), Bangkok (Thailand) our new VPD Group leverages our industry leaders, technology and capacity in places where tomorrow’s automotive ideas are born and take shape.

As the market for more sustainable vehicles develops, often with the aid of governments, a number of new players are appearing on the scene. These companies often have limited engineering resources, and the nature of the business leads them to carefully manage fixed costs by engaging proven engineering partners offering value for the money. Our VPD Group is managing six vehicle programs; three of which are electric vehicles or hybrid/alternative energy vehicles; some employing eco-friendly materials.

15

Case Studies

European Automotive OEMThere’s one surefire way to build your business: Earn the confidence of your customers by showing you can do the job.

In a nutshell, that’s how Tata Technologies became a critical partner in the development of a new vehicle from a European automotive OEM slated to debut within the next several model years.

In March 2010, Tata Technologies won the opportunity to undertake the complete outsourcing of the new vehicle’s body engineering.

The client said his experience with Tata Technologies helped him make the decision: “Tata Technologies has progressively developed a world-class engineering outsource service for us, recognizing the need to increase scale and complexity in a pragmatic manner.”

According to Warren Harris, President, Tata Technologies, face-to-face discussions with the prospective partner’s leaders helped win the business. “The experience of our senior engineering team members and their instant credibility with their peers made the difference,” he said.

“The people of Tata Technologies demonstrated a clear understanding of the scale and complexity of the program,” said the client. “They presented an engagement approach that represented an appropriate evolution of our outsourcing relationship, while remaining realistic to the need to work closely with us.”

The new vehicle will be built on an existing platform, but with the added complexity of platform changes to accommodate substantial new vehicle features. Tata Technologies will provide engineering for the body structure, interior and exterior trim, carpets, seats, closures, lids, glasswork and lights – essentially the entire vehicle, except for the powertrain, electronics and chassis.

North American Automotive OEMTata Technologies has been a strategic partner with one major U.S. automaker for 24 years. Recently, the automaker issued a challenge: Can you provide a tooling solution that would achieve significant cost reduction without compromising quality or strength?

The answer: Yes, we can.

As part of an effort to lower weight and material costs, the automaker wanted to carry out simulations using virtual tools to optimize its stamping dies. Finding the right talent – with the experience to conduct these initial investigations – was a priority for the organization.

Tata Technologies, through the use of CAE tools and customized techniques to optimize die sizes and carry out sheet metal forming, stress and deflection simulations, accomplished the goal – significantly reducing die costs for the automaker, without compromising die strength or quality.

By optimizing the die sizes, Tata Technologies helped lower the material cost of manufacturing the dies, allowing for faster die changes to accommodate the right levels of product mix, and significantly lowering the material-handling and logistics costs.

Key to the project’s success was Tata Technologies’ deep experience in press tooling. This high-visibility project was won with authorization from the senior vice president of manufacturing. With an intimate understanding of the organization and its business goals, coupled with our top-level, long-term commitment, Tata Technologies was able to execute this critical tooling project and achieve the desired cost savings.

Tata Technologies demonstrated the flexibility to combine their

existing automotive SAP experience with that from my own SAP

background, to present a programme methodology which is as

good as, if not better than, any other SAP consulting organisation

Jeremy Vincent, Chief Information Officer, Jaguar Land Rover


16

Genovation Cars Aiming to become the premier provider of green automobiles in the United States, Genovation Cars Inc. chose the expertise of Tata Technologies to achieve its lofty goal.

In January, the start-up Maryland-based company announced the completion of the first phase of development of its G2 electric car, which is slated for production in 2014.

As the prime contractor on the project, Tata Technologies managed and delivered Phase I, which included completion of design details critical to a comprehensive business strategy, including cost analyses, performance simulations, crash simulations, computational fluid dynamics analyses and two quarter-scale models.

“This is an excellent first step in providing customers with safe, sustainable automobiles that do not compromise driving independence,” said Genovation CEO Andrew Saul.

The completion of the first phase is a crucial milestone. Genovation now has key information relating to materials, weight and associated costs to produce the vehicle. The G2 model incorporates innovative research and development not only in its EV drive train, but in the application of unique materials including recycled plastic floor mats and natural rubber tires that are manufactured with citrus oil – a byproduct of the beverage industry – rather than petrochemicals.

Phase II of the G2 development has begun. It will include the design of a G2 working prototype. Phase III includes building preproduction prototypes for road testing and crash tests, as well as the design and building of a production facility. Genovation’s long-term business plan envisions building 1,000 units at a time through manufacturing pods that require just a few robots, relying more heavily on teams of skilled workers.

Jaguar Land RoverTata Motors acquired the iconic Jaguar Land Rover brand in June 2008 from Ford Motor in one of the most high profile such acquisitions in recent automotive history. .

Soon after, integration plans were set in motion between the two companies. As part of the integration of Jaguar Land Rover into Tata Motors, Tata Technologies was selected as the Application Transition Vendor to complete the transition of the Ford Business IT systems to JLR, in the summer of 2010. The transition programme - code named SWIFT inside Ford and JLR - moved approximately 1500 business systems from a tightly integrated environment within Ford, into a stand-alone JLR hosted solution, employing an innovative “Clone & Go” technique.

The transitioned applications in many cases were simply not ideal for Jaguar Land Rover’s business model. As such, following a successful final cut over in June 2010, the JLR Executive Team, under the direction of JLR’s CIO, Jeremy Vincent, announced the decision to immediately undertake a modernisation of the IT landscape.

However, rather than simply replace old IT with newer solutions the JLR Executive team determined that this change process should enable further Business Transformation to support Jaguar Land Rover’s ambitious business plans.

In September 2010, following a period of intense review by a joint Jaguar Land Rover and Tata Motors review team, Tata Technologies was selected as Solution Integrator for the JLR TURBO Programme.

While essentially an SAP deployment programme, TURBO has significant goals for Business Transformation, hence the programme’s tag line “Business Transformation, enabled by SAP”. This substantial initiative, architected in a series of phases over a 2 – 5 year period, represents the largest SAP programme award given in the Manufacturing Sector during 2010-11.

Building on the TURBO Programme, Tata Technologies was selected in Q3 as the Solution Integrator and preferred vendor for JLR’s initiative to roll out SAP AiO (All in One) to the global National Sales Companies (NSCs). This programme is named eSMART. The initial planning for eSMART includes the implementation of AiO in France, China, Germany, Italy & North America, with other territories to follow. This engagement is another example of Tata Technologies’ capability to deploy world class SAP implementation and support services to internationally distributed clients. As Jaguar Land Rover’s eSMART implementation partner, Tata Technologies would also provide application maintenance support for SAP at the NSCs. This centrally supported service, delivered 100% out of Tata Technologies Indian delivery centres, is already in production to support the early AiO deployments in France and China.

Tata Technologies delivered

industry-leading innovation

for us at a substantial savings

compared with bids from other

engineering organizations.

Andrew Saul,

CEO, Genovation Cars

17

Aerospace MarketThe aerospace industry experienced a significant jump in revenues and profit in 2010. Substantial growth in aerospace & defence is anticipated over the next several years, especially in the Asia-Pacific region. India (along with China) is expanding aerospace and defence investment, driving a large offset requirement.

Companies are forced to find ways to reduce expenses to improve profitability. We work with 12 of the top 14 aerospace companies. Tata Technologies, led by our joint venture with Hindustan Aeronautics Ltd., Tata HAL Technologies, HAL’s only JV in aero structures, has built capacity, and is positioned to take advantage of this growth and development. We are the first Indian private sector company to execute a joint concept definition phase for an airplane manufacturer. We support the entire aerostructures value chain from concept to the planning, simulation and design of production systems and tooling.

Case Studies

Gathering Momentum in Design-to-BuildA European jet airplane manufacturer with a rich legacy from the earliest days of aviation history plans to produce a new jet with a view to expand its share in the mid-market segment.

The segment is expected to grow rapidly with demand being propelled by preference for greater flying range, higher speeds, lower noise and plush interiors with more luxury and comfort.

The program to optimize the conceptual definition of major structural pieces of this new airplane was driven by Tata HAL Technologies and Tata Technologies and also included new Tata companies entering the aerospace manufacturing business.

Tata Technologies started by engaging with an experienced international team which could perform high level trade studies pertaining to the weight and material options of the fuselage and wing and on the order of magnitude (ROM) analysis on the overall cost breakdown of the aircraft.

For Tata HAL Technologies and for the aerospace industry in India, this was a significant milestone in many ways. Never in the private sector in India has a company been entrusted with the conceptual design of an aircraft. This is also the first time that various Tata companies worked as a consortium to design and build major assemblies for an aircraft.

In a new approach, the client team was co-located with Tata HAL Technologies in India to work together to develop best possible design and manufacturing options. The overall objectives were to meet cost, quality and time targets for the work packages and to enable the Tata consortium to help the client price its product right.

Tata HAL Technologies led the consortium for the Joint Conceptual Definition Phase, after which the baton was passed to Tata Advanced Systems Ltd. However, design and development continues to be led by Tata HAL Technologies.

Currently, the business and legal teams of both companies are working toward closure of the terms and conditions of the long-term design, development and manufacturing contract.

Mold and Tool Design for High-end CompositesMeaning “radiant” in Hindi, Tejas is the first supersonic fighter being developed by India. The country’s premier aerospace organization, Hindustan Aeronautics Limited (HAL), is gearing-up to mass produce the smallest fourth-generation combat fighter in the world, designed to achieve a top speed of 1.8 Mach at altitude.

Recently, manufacturing concepts and capabilities for the Tejas underwent a review, establishing the requirements for production-ready tooling, especially for its composite parts and assemblies. HAL sought competitive bids for design and detailing of mold tools for the Tejas. Facing competition from another HAL joint venture and other Indian engineering service providers, Tata HAL Technologies won the business.

This engagement requires engineers with deep aerospace manufacturing knowledge, specifically tool design using composites. Within a tight timeframe, Tata HAL Technologies delivered designs for 71 mold tools, which are being used for final production of composite tools. Based on this success, Tata HAL Technologies has won several repeat orders to support the composite mold and tool designs for other HAL programs, one on composite parts manufacturing for a top global airframe integrator, and the other on a light-utility helicopter, currently in early stages of development.

At CMD, we work on cutting edge composite technologies and aggressive timelines, which needs every person to be not just responsible, but also passionate and knowledgeable. We were facing a ramp-up lag in our Tool Design Group when Tata HAL stepped in. Their team not only displayed the requisite expertise, but also got completely integrated into the CMD group. It has brought us the much needed timeliness and value- add to the Tool Design Group.

V. Sadagopan, General Manager, Composite Manufacturing Division, HAL


18

Construction/Heavy Machinery As a direct result of our Better Innovation tour in 2010, Tata Technologies has entered the market for construction/heavy machinery. Companies in this space are grappling with cyclicality in mature markets, China growth, emerging low-cost players and differentiated customer needs according to McKinsey and Co. Our engagement model, which lowers a manufacturer’s fixed costs, allows them to flex resources based on market realities, is an attractive option. More importantly, the Better Innovation frugal engineering message resonated with manufacturers as they seek to customize existing products and develop new products for emerging markets, especially China which accounts for the largest share of growth in Industrial Machinery. Our “clean sheet engineering” approach, embodied in our TataTechnologies Value Innovation Framework, TIVF, launched benchmarking and value analysis projects, which are leading to design and development contracts.

Case Study

Construction/Heavy Machinery, Industrial Giants Tap Tata Technologies InnovationNothing can replace experience, but there can be times when experience gets in the way of progress.

As one Tata Technologies Construction/Heavy Machinery client aptly put it, “Our problem was we could not change a process that has been developed over more than 150 years. We needed someone to challenge us to help us better compete in a more competitive global market.”

The company, a giant in its field, was seeking innovation in its product development process. So it turned to Tata Technologies.

The solution involved assembling a team of engineering and manufacturing engineers in India to perform teardown and benchmarking activities without any constraints from the manufacturer. This approach allowed for fresh ideas and experiences to influence the product development, sourcing and manufacturing processes for an all-new product for emerging markets. The teams used a frugal engineering approach and methodologies to brainstorm, along with drawing from vast engineering experience to provide lower-cost solutions.

Using its experienced offshore delivery center at the Center for Advanced Engineering and Design at Pune, Tata Technologies was able to complete these activities very quickly, compared to the manufacturer’s timeline. And the volume of data produced in support of the ideas generated has given our customer a solid basis to challenge and change processes as it shapes a new product development process.

Another major manufacturer of heavy equipment and farm

implements required technology-based solutions to complete electrical and wire harness projects more quickly. In many product design processes, the wiring and electrical groups are the last ones to get frozen design criteria. Tata Technologies leveraged its 4D process to study the situation, analyze gaps and create a new process, in addition to developing new workflows, procedures and training materials.

In both these cases, the customer was a Construction/Heavy Machinery company with a long track record of success. However, the frugal engineering and innovation techniques can be applied to companies of all types and sizes.

D. ESO Market Overview

The large potential market for engineering services outsourcing, across a variety of industries is well documented.

In 2010, India’s National Association of Software and Service Companies (NASSCOM) updated its 2006 study of the Engineering Services Outsourcing market. The updated report identified four major trends driving investment in Engineering Research and Development (ER&D) including Increasing use of electronics, Fuel efficiency/ Alternate Fuels for sustainability, the convergence of technologies, and customizing products for local markets and developing specific products for emerging markets, all leveraging local talent.

Indian ER&D Offshoring Market

The report confirmed that “the global corporate ER&D spend of the 11 verticals amounted to $320-340 billion USD in 2009, a share of about 55-60 percent of the total corporate ER&D spend. Of this, currently offshored revenue is approx. $38 billion USD; and India’s share in this is approx. 21 percent, or $7.9 billion USD. Globally offshorable revenues are expected to reach between $90-100 billion USD, out of which India would garner a 40 percent share by 2020 – up to $40-45 billion USD.”

“Major technology and ER&D initiatives are taking place across these verticals: Green technology – increasing fuel efficiency and use of alternate fuels (Aerospace, Automotive), robotics (Medical Devices, Industrial Automation, Construction/Heavy Machinery), real-time monitoring to facilitate higher levels of control/reliability/efficiency (Industrial Automation, Construction/Heavy Machinery).”

The report states “across most verticals, India and China are the leading destinations for off shoring due to their strong capabilities, cost arbitrage, manufacturing base, local demand, and large talent pool.”

The growth drivers of ER&D investment efficiency, accelerated time to market and the ability to scale up to meet the resource and skill demands of product programs, innovation and now, the ability to manage large projects, are increasingly critical

19

factors.

Companies that are keen to exploit the growth opportunity in the developing markets need to leverage India not just for cost arbitrage but also for innovative, frugal engineering capabilities. We believe Tata Technologies is in a leadership position, because:

1. We blended our long history and experience in both mature and emerging, markets, the latter accounting for the majority of expected growth,

2. We are close to our customers’ key R&D centers, understanding their processes, challenges and opportunities,

3. Our capabilities-driven growth strategy in the automotive, aerostructures, construction/heavy machinery and adjacent industries,

4. And, based on our vehicle program management experience in both mature and emerging markets, we have moved up the value chain, achieving design responsibility for large scale, global projects, earning the trust of key clients, a first for India-based engineering services providers.

5. Our functional skill set in mechanical and body engineering positions us well to tap into the aerospace growth, particularly in India.

E PLM Market Overview

Tata Technologies eclectic approach to optimizing product development processes and implementing collaborative product lifecycle management tools is a major contributor to ER&D investment efficiency and throughput, especially for global teams with extensive supply chains.

The 2010 comprehensive PLM market, including software products and implementation services grew to to $25.8B, 9.7% over 2009, according to the CIMdata 2011 Executive PLM Market

Report; better than expected and returning to 2008 levels.

PLM tools accounted for 64%, $16.3B, cPDm, collaborative Product Definition management accounted for 34%, $8.7B, and Digital Manufacturing accounted for the balance, 2%, $474M.

Looking ahead to 2015, CIMdata forecasts the Comprehensive PLM market to grow at a compound annual growth rate (CAGR) of 9.7% to $41.3 billion, as shown in the chart below.

Others

US

$ (B

illio

ns)

EDA

AEC

Focused Apps

Simulation & Analysis

Digital Manufacturing MCDA-Design Focused

NC Non-Buldled

ComprehensiveCPDm

SI/Reseller/VAR

MCDA-Multi Discpline

Source - CIM Data 2011 Market Analysis Report Series : 2011 Executive PLM Market Report

Tata Technologies has long-standing partnerships with the leading technology providers – Dassault Systèmes, Siemens PLM, Autodesk and MSC Software – not only reselling products, but also conducting systems integration and process optimization projects in most markets. Tata Technologies engineers use these tools in our own projects, giving us unique insight into optimal and appropriate processes and methods.

We incorporate these experiences into our PLM consulting engagements, such as the one implemented at Ford in 2002, and with our proprietary iGETIT® learning management system, making the learning available to our own engineers, as well as making selected training modules available to the wider engineering community engaged with iGETIT® and our new

Total:USD 2-3 billion

2006 2009 2020

11%

32%

4%

19%5%

7%

8%

5%

4%3%

2%

17%16%

13%

10%8%

8%

5%

5%

4%

3%1%

11%

Total:USD 7.9 billion

Verticals of interest: USD35-40 billion

Autom

otive

Telecom

ConsumerElectronics

Sem

icon

duct

ors

Aeros

paceHeavy

MachinaryComputing SystemsInfrastructure

Energy

Medical Devices

Other (not in \Scope Verticals)

IndustrialAutomation

Source - NASSCOM Report on Global ER&D: Accelerating Innovation with Indian Engineering (May 2010)


20

iSUPPORTIT® platforms. More than 110,000 engineers in over 60 countries are using our iProducts suite. We are investing in training the current and next generation of engineers. Engineers at Ford, GM, GE, Jaguar Land Rover, United Technologies, Boeing, 3M and more than 5,000 other companies have adopted iGETIT® for training and knowledge management. With affordable annual subscriptions, any engineer can access more than 4,000

courses containing simulated real-world projects, interactive quizzes and skills assessments.

Also, our deep experience in digital manufacturing enables us to bring a set of methods, processes and techniques to our customers as they work to optimize production and supply chains.

Case Studies

Key Plastics – Globally Integrated Product Development Project ManagementEarly in 2010, Key Plastics asked Tata Technologies to develop and implement a global integrated program management tool – a solution that would enable program and project managers to deliver products to customers faster.

With 4,100 employees in 18 facilities in eight countries, Key Plastics is a major player in the auto industry. But its size and success did not make it immune to the economic turmoil that knocked the industry off its foundation. In 2009, the company announced it would reorganize. The hope was that a new stronger company would emerge.

Company leaders knew that one of the keys to reinvention would be new systems. Existing systems had become outdated.

Key Plastics examined several options and was impressed with the program management module contained in the ENOVIA V6 suite of products by Dassault Systèmes. But it needed an experienced partner to lead the transition.

With the three companies working as a team, the new system emerged. Resource planning was automated. Project management is now more collaborative. Participants now receive automatic notification of assigned tasks. Best practices are captured through templates, spreading new improved processed worldwide. Compliance with the AQPQ process is integrated. A new single repository for all project data was created.

New reporting dashboards give leaders real-time access to the latest information in a consistent format allowing senior executives to monitor critical vital signs performance factors. The ENOVIA V6 system was customized to fit Key Plastics’ unique needs. The successful implementation of the project management system was a cornerstone in Key Plastics’ strategy to extend its reach, expand its capabilities, strengthen its position and help its customers build better, lighter and smarter vehicles.

Our challenge was managing a global business …The solution provided by Tata Technologies … answered the problem and provided us with a scalable platform for future growth.

Carl Meisner, Global Manufacturing Manager, Key Plastics

21

PLM Transformation at TDCV Based on Engineering Expertise, PLM InsightTata Daewoo Commercial Vehicles (TDCV), a Korea-based wholly-owned subsidiary of Tata Motors Ltd. (TML), faced several key market and business challenges following its merger with TML. The Company already had in place a legacy suite of applications addressing its needs in Product Data Management (PDM), engineering change management, and manufacturing applications interfaces. This legacy suite was insufficient to address demands for a broadening product portfolio, new product launches, and the fundamental shift from 2D to the 3D engineering and design process necessary to manage collaborative design processes, and data, with TML.

The only way to meet these demands was with the introduction of a state-of-the-art PLM system, aligned with the TML environment that would transform the TDCV design and manufacturing programs. And the only way that TDCV executives found to effect that level of organizational transformation was with Tata Technologies.

Tata Technologies professionals, combining their deep expertise and insight into the automotive engineering space with their real-world familiarity with PLM tools and how they best support engineers and the engineering process, delivered Phase I of the TDCV solution implementation, with immediate results.

Phase I – with CAD integration, Change Management, Visualization and Data Replication Modules put into place – yielded nearly immediate, significant business value and benefits in reduced product development cycle time, reduced

time to market, reduced product development cost, and reduced engineering change processing cost. Real benefits and value achieved through the innovative PLM implementation at TDCV by Tata Technologies include:

• Productlaunches20%faster,duetotightlyaligneddesigncollaboration.

• Overall time savings through joint development anddesign collaboration.

• Successful introductionofMCVmodel in Koreanmarket,earning a 40% market share.

• A reduction, by 20-25% in the time necessary to releasedesigns.

• Theabilitytoproducemorecomplexproducts,andcreatean enhanced portfolio with 3D design enablement.

• Tightly integrated CAD and EBOM, under single PLMsystem.

Overall, the Tata Technologies comprehensive PLM provided a solid, robust framework for an enterprise-wide extended data management system facilitating integrated product development and enabling innovation and cost reduction in all phases of the product lifecycle.

TDCV has been using Teamcenter Enterprise as core PLM solutions since September 2006 with the successful implementation and continuous support from Tata Technologies. TDCV users are mostly satisfied with present customized PLM system which helps in effective management of CADBOM, engineering change releases. Going forward we plan to address some more requirements to be implemented including EBOM, Product configuration, advanced engineering change management, SAP interface along with enhanced system performance and user interface. We expect it will be fulfilled during the TCUA PLM project planned this FY with the help of Tata Technologies PLM team.

Jeong Woon Cho, Deputy General Manager, Technical Management Team,

TDCV - Korea



22

FFFFF..... RISK MANAGEMENT REPORTRISK MANAGEMENT REPORTRISK MANAGEMENT REPORTRISK MANAGEMENT REPORTRISK MANAGEMENT REPORT

Enterprise Risk Management FrameworkEnterprise Risk Management FrameworkEnterprise Risk Management FrameworkEnterprise Risk Management FrameworkEnterprise Risk Management Framework

The Company has established a formal Enterprise Risk Management (ERM) process. This process is

designed to identify potential events that, if they occur, will affect the Company. The process also helps

manage risks within the Company’s risk appetite. It is expected that this process will provide reasonable

assurance to the Company’s Executive Management and Board of Directors. The Company has adopted

the recommendations on the Enterprise Risk Management framework provided by the Committee of

Sponsoring Organizations of the Treadway Commission (COSO).

ERM OrganizationERM OrganizationERM OrganizationERM OrganizationERM Organization

The Executive Management Team of the Company is responsible for implementing the Risk Management

Framework under the direction of the Audit Committee of the Company, and the Audit Committee

provides periodical updates to the Board of Directors of the Company. The Board monitors the overall

performance of the Risk Management function.

Risk Management ActivitiesRisk Management ActivitiesRisk Management ActivitiesRisk Management ActivitiesRisk Management Activities

The business model is subject to various uncertainties. To help achieve business objectives in a robust

manner, the Company has identified some key risk factors. Various steps have been taken to manage

these risks. The risk factors have been classified into External Risk Factors and Internal Risk Factors. The

management has identified the following top 10 risks.

ExExExExExtttttererererernal Rnal Rnal Rnal Rnal Risk Fisk Fisk Fisk Fisk Facacacacactttttorsorsorsorsors InInInInIntttttererererernal Rnal Rnal Rnal Rnal Risk Fisk Fisk Fisk Fisk Facacacacactttttorsorsorsorsors

1. Competitive Environment 1. Revenue Concentration

2. Inability to do business with 2. Project Execution and Management

Tata Motors’ competitors

3. Exchange Rate Fluctuations 3. Human Resources Management

4. Customer Bankruptcies 4. Customer Acquisition

5. Immigration Regulations 5. Suppliers’ bargaining power in Product Solutions division

ExExExExExtttttererererernal Rnal Rnal Rnal Rnal Risk Fisk Fisk Fisk Fisk Facacacacactttttorsorsorsorsors

1.1.1.1.1. Competition RiskCompetition RiskCompetition RiskCompetition RiskCompetition Risk

The Company faces direct competition from the large and medium players in India, as well as from

international players in the IT and engineering services sectors. Competition from players in the U.S.and

Europe are also a cause of concern for the non-captive business. This could reduce the business

prospects of the Company in future. The potential competition would be:

� In-house IT and engineering departments of large corporations setting up captive operations

in India and the APAC region.

� Competition from established IT service providers moving into engineering

� Competition from well-established western engineering service providers, as we increasingly

work in this space.


The Company has ensured its direct presence across geographies through the Company’s subsidiaries,

JVs and branch offices. This should help the Company tap major markets across the globe. Through

the matured offshore development systems and the conscious efforts to move towards value-added

23

services, the Company is looking for deeper penetration of existing customers. We are also investing

in developing niche areas of services such as Full Vehicle Development Program (VPD) etc. The

Company is also striving for long term multi-year contracts and improving Global Engagement Model

(GEM).These niche practices position the Company as a focused player and help manage competition

risk.

To beat the competition on its head, the Company has established the Vehicle Programs &

Development (VPD) Group, which employs a multidimensional engineering approach to vehicle

development by providing various solutions including styling, Knowledge Based Engineering(KBE),

CAE, CAD and DMU and Complete Vehicle Integration.

2.2.2.2.2. InabilitInabilitInabilitInabilitInability ty ty ty ty to do business with o do business with o do business with o do business with o do business with TTTTTaaaaata Mta Mta Mta Mta Motototototors Cors Cors Cors Cors Compompompompompetitetitetitetitetitorsorsorsorsors

Tata Motors Limited ( TML), the parent Company, is perceived to be a competitor by many global

automotive companies. The Company is facing this risk while positioning itself as established player

in the domestic and international market.


Company has taken steps to build a valued relationship with its prospective customers and

positioning itself as independent entity from the parent company. Recently, the Company also diluted

its parent Company’s ownership through preferential allotment to two Private Equity Funds.

As part of the strategy, the Company has from the beginning kept its business with TML separate

from its business with other automakers. The Company’s continues to focus growth with non-TML

competitors and with complementary industries.

3.3.3.3.3. Exchange Rate Fluctuation RiskExchange Rate Fluctuation RiskExchange Rate Fluctuation RiskExchange Rate Fluctuation RiskExchange Rate Fluctuation Risk

We are exposed to the impact of changes in foreign currency exchange rates, due to the fact that

considerable revenue comes from outside of India and it may have negative impact of currency

fluctuations on operating results.


The Company has natural hedge due to its diversified locations across geographies, the Company

incurs the expenses in local currency which is to be met through receipts in same currency. The

Company also has taken appropriate foreign exchange cover and spreading our revenues across the

various geographies. Our Company follows a prudent forex policy.

4.4.4.4.4. Customer Bankruptcy RiskCustomer Bankruptcy RiskCustomer Bankruptcy RiskCustomer Bankruptcy RiskCustomer Bankruptcy Risk

The Company operates in the automotive and aerospace industry which is prone to Bankruptcy due

to unstable economic situation, huge investments etc. and the Company attracts this inherent risk.

The Company may face the delay in receipt of payment from the customers.


The Company has implemented a policy for improving credit checks and active monitoring of

receivables. The Company also intends to de-risk its customer portfolio. The Company also adopted

a prudent provisioning policy which is based on days outstanding of receivable instead of case by

case provisioning.

5.5.5.5.5. Immigration RiskImmigration RiskImmigration RiskImmigration RiskImmigration Risk

Risks arising out of country specific legislative changes including restrictions on issuing work visas

by foreign governments, as well as to variations in standards of application and enforcement due to

political forces and economic conditions.



24


The Company is taking conscious efforts to maintain the diversified operations in countries across

the world as appropriate. The Company is also acquiring and maintaining preferred status with

consulates. The Company has from the beginning had a hire local policy. The Company further

mitigates immigration risk by focusing on maintaining the correct onshore-offshore content in

engagements with appropriate mix of local staff for onshore.

The Company has taken a major initiative to train its support staff based on various locations to

comply with all the immigration laws applicable respective location and has robust system in place

to comply with all the applicable provisions.

InInInInIntttttererererernal Rnal Rnal Rnal Rnal Risk Fisk Fisk Fisk Fisk Facacacacactttttorsorsorsorsors

1.1.1.1.1. Revenue ConcentrationRevenue ConcentrationRevenue ConcentrationRevenue ConcentrationRevenue Concentration

Since revenues from the U.S. constitute a significant part of the Company’s total non-captive revenue,

the state of the U.S. economy remains a major concern. The Company has an exposure to various

inherent risks in any single business segment due to high revenue concentration and there is always

a risk of loss of customer or delay/reduction in the number of new purchase orders due to many

factors such as:

� Geographic concentration - risks arising out of economic condition, global trade policies,local laws,

political environment and work culture of specific countries.

� Industry concentration – risks arising out of cyclical behavior of any one industry, or sudden changes

in industry characteristics.

� Service concentration – risks to the predictability and sustainability of business due to the inherent

nature of each service.

� Client concentration – risks due to over-dependence on specific clients and likely changes in their

business.

� Resource concentration – risks due to the concentration of resources in few client accounts.


The Company has spread its operations across the globe, thereby reducing its dependence on any

single market. The Company is increasing its efforts in geographically diversifying its clients and

revenue. The Company also is monitoring geographical concentration of revenue on a periodic basis

to maintain balance, and performing the following activities on periodical basis:

� Focus on geographical diversification and relationship-building in specific markets.

� Closely monitoring revenue concentration across different verticals. Developing industry-specific

solution capability with domain-specific skills and experts. Focusing on growing key verticals.

� Adopting a commission model when possible. Leveraging product sales to generate services.

� Training of sales team members.

� Develop complete suite of service offerings to become end-to-end solution providers.

� Balancing the service mix to ensure appropriate investment in developing services that gives more

competitive advantage including acquisition of companies/technologies/captives.

� Monitoring client revenue as a percent of total revenue to strike a balance between predictable

revenue growth, lowering marketing costs against clients’ negotiation capability.

25

� Identifying areas where proactive value addition can be effected to improve clients’ competitiveness.

� Actively seeking new clients to reduce client concentration; and looking at related industries.

� Monitoring onsite and offshore mix.

� Securing multi-year contracts.

2.2.2.2.2. Project Execution & Management RiskProject Execution & Management RiskProject Execution & Management RiskProject Execution & Management RiskProject Execution & Management Risk

The Company is delivering high-quality engineering and software solutions to its clients but it

involves uncertainties which has impact on the budgeted time and cost and it ultimately affects the

profitability of the Company.


The Company has rolled out Global Engagement Model (GEM) which is a consolidation of best

practices from the delivery centersaround the world. The Company implemented “Delivery” module

in over 80 ongoing projects. GEM helps present a consistent, “common face” of the Company to the

customer. GEM is a key project management methodology that addresses how the Company engages

with its customers for all Engineering Services Outsourcing (ESO) programs. The objectives of this

methodology are to:

� Reduce the amount of effort required to respond to client

� Improve the program execution and thus deliver on time

� Respond quicker to client requirements

� Set a foundation for change within the Company

� Standardize practices across global teams

3.3.3.3.3. HR related RisksHR related RisksHR related RisksHR related RisksHR related Risks

The professionals working in the Company are the key assets. The nature of business demands that

the Company has adequate professionals with required skill sets at any point of time to meet the

customer demands. Considering the high level of turnover of professionals in our industry, the

Company could face difficulties in attracting and retaining the necessary work force at any given

point of time which may result in loss of business opportunities.


The Company is improving employee engagement through various HR initiatives such as ‘ConeXion’

(engagement survey conducted globally by Gallup once in two years), ‘One-to-One Dialogue’ an

initiative to connect with employees after every 121 days by HR Business Partners.

Further, Leadership stays in touch with employees through skill level meetings and Employee Briefing

sessions (held simultaneously across all geographies and locations). These sessions are coupled with

‘Open House’, a quarterly briefing session used by the Tata Technologies leadership team to

disseminate latest information and updates about the Company followed by an open forum for

employees.

The Company is also establishing campus-connect initiatives and partnership with leading institutes

inside and outside the Country where appropriate. The Company is focused towards identifing

competencies required to deliver value and groom professionals along multiple dimensions:

technology, domain, leadership and management.



26

The Company is focusing on maturing its HR processes as per Tata Business Excellence Model (TBEM)

and People Capability Maturity Model (PCMM) at all locations and to reinforce role based organization

structure to facilitate empowerment, rapid decision making and assignment of responsibilities.

The Company has an effective Talent Acquisition function to ensure that the proper selection and

recruitment process is in place to attract qualified professionals. The Company also has a Learning

Center function which periodically provides training to its employees to support the growing and

varied business requirements. The Human Resources (HR) function ensures that the appropriate talent

in the industry is attracted and retained. Efforts are also taken to increase the level of employee

satisfaction. As a part of retention strategy, the Company has implemented the various Employees

Stock Options Schemes and Employees Stock Purchase Schemes for its employees.

4.4.4.4.4. Customer Acquisition RiskCustomer Acquisition RiskCustomer Acquisition RiskCustomer Acquisition RiskCustomer Acquisition Risk

In today’s competitive business environment, the Company may not be able to predict acquisition of

customers and its growth.


The Company has deployed Strategic Go-to-Market plan and is taking constant efforts to improve

customer acquisition processes and discipline. The Company has also nominated the Executive

sponsors for its key accounts. Further, the Customer Relationship Management (CRM) system matured

across all territories/countries with process and technology improvements across areas such as

Quoting, Pre-Sales, Sales-Delivery Integration, and Visibility to Customer Billing & Payables. The

management is closely monitoring the health of sales pipeline, conversions ratios etc. periodically.

5.5.5.5.5. Suppliers’ bargaining power in Product Solutions divisionSuppliers’ bargaining power in Product Solutions divisionSuppliers’ bargaining power in Product Solutions divisionSuppliers’ bargaining power in Product Solutions divisionSuppliers’ bargaining power in Product Solutions division

In Product Solutions business division, the Company has limited bargaining power with various

suppliers of the software products we distribute around the globe.


The Company’s risk is not greater than any other channel partner in its competitive landscape. Each

of these partners is unique, but shares common attribute in the complexity of their evolving

distribution strategies. The nature of their business model generates frequent changes to account

coverage, market support, and availability of margins to partners. The Company has a constant focus

on mitigating these factors through executive relationships, good partner management practices,

and maintaining strong performance in the Company’s field operations.

G.G.G.G.G. FINANCIAL PERFORMANCE DISCUSSION FINANCIAL PERFORMANCE DISCUSSION FINANCIAL PERFORMANCE DISCUSSION FINANCIAL PERFORMANCE DISCUSSION FINANCIAL PERFORMANCE DISCUSSION WITH RESPECT WITH RESPECT WITH RESPECT WITH RESPECT WITH RESPECT TTTTTO OPERO OPERO OPERO OPERO OPERAAAAATIONAL PERFORMANCETIONAL PERFORMANCETIONAL PERFORMANCETIONAL PERFORMANCETIONAL PERFORMANCE

The financial performance of Tata Technologies Ltd ‘the Company’ as per Indian GAAP is discussed

hereunder in two parts:

1. Tata Technologies Ltd (Unconsolidated) which excludes the performance of subsidiaries the Company

of the Company and its share in Joint Venture Company.

2. Tata Technologies Ltd (Consolidated) which includes performance of subsidiaries of the Company

and its share in Joint Venture Company (Group Companies). The Consolidated Financial Statements

bring out comprehensively the performance of the Tata Technologies group and are more relevant

for understanding the overall performance of the Tata Technologies group. The financial statements

are prepared in compliance with the Companies Act, 1956 and generally accepted accounting principles

in India.

27

3. The consolidated performance of the Company is reflected in the trend graphics for the last fiveyears.



28



30

4. The discussion should be read in conjunction with the financial statements and notes for the yearended 31st March 2011.

The total income of the Company (Unconsolidated) aggregated Rs. 504.75 crore in fiscal 2011 ascompared to Rs. 391.80crore in fiscal 2010, registering a growth of 28.83%. In fiscal 2011, the Company’s(Unconsolidated) profit after taxes aggregated Rs.97.05 crore as compared to Rs. 76.37 crore in fiscal2010, registering a growth of 27.08%.

In fiscal 2011, the total income of the Company (Consolidated) aggregated Rs.1,268.06 crore ascompared to Rs. 1,096.69 crore in fiscal 2010. The consolidated profit after taxes aggregated Rs.139.02crore in fiscal 2011 as compared to Rs.91 crore in fiscal 2010, registering a growth of 52.77%.

A final dividend of Rs.5/-per equity share has been recommended. Full details of the dividend paid areavailable in the Director’s Report.

RESULRESULRESULRESULRESULTTTTTS OF OPERS OF OPERS OF OPERS OF OPERS OF OPERAAAAATIONS - TIONS - TIONS - TIONS - TIONS - TTTTTaaaaata ta ta ta ta TTTTTechnoloechnoloechnoloechnoloechnologies Ltgies Ltgies Ltgies Ltgies Ltddddd..... (UNC (UNC (UNC (UNC (UNCONSOLIDAONSOLIDAONSOLIDAONSOLIDAONSOLIDATED)TED)TED)TED)TED)

The Management’s Discussion and Analysis given below relates to the financial statements of the Company(Unconsolidated). The discussion should be read in conjunction with the financial statements and relatednotes for the year ended March 31, 2011.

The following table gives an overview of the financial results of the Company (Unconsolidated):

2010-112010-112010-112010-112010-11 2009-10

Rs. inRs. inRs. inRs. inRs. in %of%of%of%of%of Rs. in %of %ofINCOMEINCOMEINCOMEINCOMEINCOME crorecrorecrorecrorecrore IncomeIncomeIncomeIncomeIncome crore Income Variance

Income from Service 422.50422.50422.50422.50422.50 83.70%83.70%83.70%83.70%83.70% 342.93 87.53% 23.20%

Sale of Products 70.1870.1870.1870.1870.18 13.90%13.90%13.90%13.90%13.90% 39.46 10.07% 77.85%

Other Income 12.0712.0712.0712.0712.07 2.40%2.40%2.40%2.40%2.40% 9.41 2.40% 28.27%

TTTTTotal Incotal Incotal Incotal Incotal Incomeomeomeomeome 504.75504.75504.75504.75504.75 100.00%100.00%100.00%100.00%100.00% 391.80 100.00% 28.83%

EXPENDITUREEXPENDITUREEXPENDITUREEXPENDITUREEXPENDITURE

Cost of Traded Items & Services 56.4156.4156.4156.4156.41 11.18%11.18%11.18%11.18%11.18% 30.86 7.88% 82.79%

Consultancy fees, Softwares and other 47.0647.0647.0647.0647.06 9.32%9.32%9.32%9.32%9.32% 27.08 6.91% 73.78%

Payroll and Related Expenses 222.02222.02222.02222.02222.02 43.99%43.99%43.99%43.99%43.99% 184.29 47.04% 20.47%

Operations and Other Expenses 35.6935.6935.6935.6935.69 7.07%7.07%7.07%7.07%7.07% 31.19 7.96% 14.41%

TTTTTotal Expotal Expotal Expotal Expotal Expenditurenditurenditurenditurenditureeeee 361.18361.18361.18361.18361.18 71.56%71.56%71.56%71.56%71.56% 273.42 69.79% 32.10%

Profit before Finance Charges,Profit before Finance Charges,Profit before Finance Charges,Profit before Finance Charges,Profit before Finance Charges, 143.57143.57143.57143.57143.57 28.44%28.44%28.44%28.44%28.44% 118.38 30.21% 21.28%Depreciation and Taxes

Finance Charges 1.701.701.701.701.70 0.33%0.33%0.33%0.33%0.33% 1.71 0.43% (0.24%)

Depreciation and amortization 14.7714.7714.7714.7714.77 2.93%2.93%2.93%2.93%2.93% 9.37 2.39% 57.63%

Profit before Taxes 127.10127.10127.10127.10127.10 25.18%25.18%25.18%25.18%25.18% 107.30 27.39% 18.45%

Provision for taxes including deferred taxProvision for taxes including deferred taxProvision for taxes including deferred taxProvision for taxes including deferred taxProvision for taxes including deferred tax 30.0530.0530.0530.0530.05 5.95%5.95%5.95%5.95%5.95% 30.93 7.90% (2.85%)

Net Profit from Operations after taxesNet Profit from Operations after taxesNet Profit from Operations after taxesNet Profit from Operations after taxesNet Profit from Operations after taxes 97.0597.0597.0597.0597.05 19.23%19.23%19.23%19.23%19.23% 76.37 19.49% 27.07%

INCOMEINCOMEINCOMEINCOMEINCOME

Income from OperationsIncome from OperationsIncome from OperationsIncome from OperationsIncome from Operations

The Company’s revenue consist mainly of income from services and sale of products. The Companyprovides services either on time and material basis or fixed price basis. The Company’s revenue fromservices on time and materials contracts is recognized when services are rendered and related costs areincurred. In case of fixed price contracts, revenue is recognized over the life of the contract based onmilestones achieved as specified in the contracts or by proportionate completion method on the basis ofthe work completed. Foreseeable losses on such contracts are recognized when probable. Revenue fromrendering Annual Maintenance Services is recognized proportionately over the period of contract. Revenuefrom third party software products and hardware sale is recognized upon delivery.

The Company’s (unconsolidated) revenues increased to Rs.492.68 crore in fiscal 2011, from Rs.382.39 crorein fiscal 2010, a growth of 28.84%. Revenues from services increased to Rs. 422.50 crore in fiscal 2011 fromRs. 342.93 crore in fiscal 2010, a growth of 23.20%.Revenues from sale of products increased to Rs.70.18crore in fiscal 2011 from Rs.39.46 crore in fiscal 2010, an increase in revenue of 77.85%.

31

Other IncomeOther IncomeOther IncomeOther IncomeOther Income

Other Income in fiscal 2011 increased to Rs.12.07 crore from Rs.9.41 crore in fiscal 2010. Other Incomecomprises interest received on inter corporate deposits and deposits with banks, dividends received oninvestments in units of mutual funds, foreign currency gains(net) and commission income. Primary reasonsfor the increase in other income are:

(a) Interest Income on inter corporate deposits and deposits with the banks in fiscal 2011 was Rs. 9.38crore as compared to interest income of Rs.7.04 crore in fiscal 2010.

(b) Dividend of Rs. 1.15 crore from investments in units of mutual funds in fiscal 2011 as compared toRs.0.33 crore in fiscal 2010.

(c) Foreign currency gain (net) in fiscal 2011 was Rs.0.82 crore as compared to foreign currency loss (net)of Rs.2.53 crore in fiscal 2010.


CCCCCost of ost of ost of ost of ost of TTTTTrrrrraded Iaded Iaded Iaded Iaded Itttttems and Sems and Sems and Sems and Sems and Sererererervicvicvicvicviceseseseses

Cost of Traded items and services represents cost of products traded during the period under reference.Total cost of traded items and services in fiscal 2011 was Rs. 56.41 crore, an increase of 82.79% over thecosts of Rs. 30.86 crore in fiscal 2010. This increase is attributable to overall increase in income from thesale of products. As mentioned earlier, revenues from sale of products increased to Rs. 70.18 crore in fiscal2011 from Rs. 39.46 crore in fiscal 2010, an increase of 77.85%.

Consultancy Fees, Softwares and OthersConsultancy Fees, Softwares and OthersConsultancy Fees, Softwares and OthersConsultancy Fees, Softwares and OthersConsultancy Fees, Softwares and Others

Consultancy Fees represents outsourcing charges paid to the third parties towards various jobs outsourced.The cost of softwares represents the purchase cost of softwares for internal use for enhancing the qualityof services and also meeting the needs of the customers. Total consultancy fees, softwares and others infiscal 2011 was Rs.47.06 crore, an increase of 73.78% over the total consultancy fees, softwares and othercost of Rs.27.08 crore in fiscal 2010. Total consultancy fees, softwares and others as a percentage of totalincome was 9.32 % in fiscal 2011 (6.91% in fiscal 2010). This increase is attributable to deployment of morecontractual professionals and increase in volume of outsourcing works during fiscal 2011 as comparedto fiscal 2010.

Payroll and Related ExpensesPayroll and Related ExpensesPayroll and Related ExpensesPayroll and Related ExpensesPayroll and Related Expenses

Payroll and Related Expenses consist of compensation of employees. It includes salaries which have fixedand variable components, contribution to provident fund, superannuation fund and gratuity fund. It alsoincludes expenses incurred on staff welfare. Total Payroll and Related Expenses in fiscal 2011 was Rs.222.02crore, an increase of 20.47% over the total employee costs of Rs.184.29 crore in fiscal 2010. Total employeecosts as a percentage of total income was 43.99% in fiscal 2011 (47.04% in fiscal 2010). This increase isattributable to increase in cost per employee. The number of employees as at 31st March 2011 was 3,447as against 2,816 during the previous year.

Other Items of Operations and Other ExpensesOther Items of Operations and Other ExpensesOther Items of Operations and Other ExpensesOther Items of Operations and Other ExpensesOther Items of Operations and Other Expenses

Operating and Other Expenses (other than cost of traded items and service, consultancy fees, softwaresand others and payroll and related expenses, already discussed above), have gone up from Rs.31.19 crorein fiscal 2010 to Rs.35.69 crore in fiscal 2011. In terms of total income, it has gone down from 7.96%infiscal 2010 to 7.07% in fiscal 2011. The increase is primarily due to increase of administration and marketingexpenses. Administration and marketing expenses amounting to Rs.28.31 crore was incurred in fiscal 2011as against of Rs.23.45 crore during the previous year. The administrative and marketing cost primarily hasgone up due to increase of Travel and conveyance cost from Rs.7.94 crore in fiscal 2010 to Rs.11.87 crorein fiscal 2011.

PPPPPrrrrrofit bofit bofit bofit bofit befefefefefororororore Fe Fe Fe Fe Financinancinancinancinance Ce Ce Ce Ce Charharharharhargesgesgesgesges,,,,, D D D D Depreprepreprepreciaeciaeciaeciaeciation and amortion and amortion and amortion and amortion and amortizatizatizatizatization and tion and tion and tion and tion and TTTTTaxaxaxaxaxeseseseses

The profit before finance charges, depreciation and amortization and taxes in fiscal 2011 was Rs.143.57crore, an increase of 21.28% from Rs.118.38 crore in fiscal 2010. The profit as a percentage of income hascome down from 30.21% in fiscal 2010 to 28.44% in fiscal 2011.

Finance ChargesFinance ChargesFinance ChargesFinance ChargesFinance Charges

Finance charges decreased marginally from Rs.1.71 crore in fiscal 2010 to Rs.1.70 crore in fiscal 2011.Thiswas due to reduction of interest and other charges paid on PCFC loan (foreign currency loan) taken frombanks.



32

Depreciation and AmortizationDepreciation and AmortizationDepreciation and AmortizationDepreciation and AmortizationDepreciation and Amortization

Depreciation and Amortization charges increased from Rs 9.37 crore in fiscal 2010 to Rs.14.77 crore infiscal 2011 an increase of 57.63%. In terms of total income the depreciation and amortization charge was2.93% of total income in fiscal 2011 (2.39% in fiscal 2010).

PPPPPrrrrrofit bofit bofit bofit bofit befefefefefororororore e e e e TTTTTaxaxaxaxaxeseseseses

The Profit before Taxes in fiscal 2011 was Rs.127.10 crore, an increase of 18.45% from Rs. 107.30 crore infiscal 2010. In terms of total income, the Profit before Taxes went down from 27.39% in fiscal 2010 to25.18% in fiscal 2011.

PPPPPrrrrrooooovision fvision fvision fvision fvision for or or or or TTTTTaxaaxaaxaaxaaxationtiontiontiontion

Income tax expense comprises the current tax and the net change in the deferred tax assets and liabilitiesin the applicable fiscal period. The Company benefits in India from certain tax incentives under section10A of the Income Tax Act, 1961, for the IT services exported from designated ‘Software Technology Parks.’The tax expense decreased from Rs.30.94 crore in fiscal 2010 to Rs.30.06 crore in fiscal 2011. This represented5.95% of the total income in fiscal 2011 (7.9% of the total income in fiscal 2010). The effective tax rate(total tax expenses including deferred tax/profit before tax*100) in fiscal 2011 reduced to 23.64% from28.82% in fiscal 2010.

Net Profit from operations after taxesNet Profit from operations after taxesNet Profit from operations after taxesNet Profit from operations after taxesNet Profit from operations after taxes

The Company’s net profit from operations after taxes registered a growth of 27.07% from Rs.76.37 crorein fiscal 2010 to Rs.97.05 crore in fiscal 2011.

FINANCIAL POSITION - FINANCIAL POSITION - FINANCIAL POSITION - FINANCIAL POSITION - FINANCIAL POSITION - TTTTTaaaaata ta ta ta ta TTTTTechnoloechnoloechnoloechnoloechnologies Ltgies Ltgies Ltgies Ltgies Ltddddd..... (UNC (UNC (UNC (UNC (UNCONSOLIDAONSOLIDAONSOLIDAONSOLIDAONSOLIDATED)TED)TED)TED)TED)

Share CapitalShare CapitalShare CapitalShare CapitalShare Capital Amount in Rs. Crore

ParticularsParticularsParticularsParticularsParticulars As at Mar 31, 2011As at Mar 31, 2011As at Mar 31, 2011As at Mar 31, 2011As at Mar 31, 2011 As at Mar 31, 2010

Authorised:

60,000,000 ordinary shares of Rs. 10/- each 60.0060.0060.0060.0060.00 60.00(P. Y. 60,000,000 ordinary shares of Rs. 10/- each)

700,000 0.01% Cumulative Non- participativeCompulsarily convertible Preference Shares of Rs. 10/- each. 0.700.700.700.700.70 0.70(P. Y. 7,00,000 0.01% Cumulative Non-participative Compulsorilyconvertible Preference Shares of Rs. 10/- each)

TTTTTotalotalotalotalotal 60.7060.7060.7060.7060.70 60.70

Issued, Subcribed and Paid-up: 37.3237.3237.3237.3237.32 37.2437,315,255 equity shares of Rs. 10/- each(P. Y. 37,244,591 equity shares of Rs. 10/- each)


During the year, the Company did not increase authorized capital of ordinary shares and Cumulative NonParticipative Compulsory Convertible Preference Shares. The authorized equity share capital as on March31, 2011 was Rs. 60 crore, divided into 6 crore equity shares of Rs.10 each (Rs. 60 crore as at March 31, 2010,divided into 6 crore equity shares of Rs.10 each). The issued, subscribed and paid-up share capital as onMarch 31, 2011 was Rs. 37.32 crore. During the year, the Company issued equity shares to employees/directors under ESOP Scheme 2001. Consequently, the issued, subscribed and paid up capital of the Companyincreased by Rs.0.08 crore in fiscal 2011. Details of options granted, outstanding and vested as at March2011 are provided in this Annual Report.

33

Reserves and SurplusReserves and SurplusReserves and SurplusReserves and SurplusReserves and Surplus

A summary of reserves and surplus is as under:

Amount in Rs. Crore


Securities Premium 216.37 216.37 216.37 216.37 216.37 208.97

Securities Premium identified for Consolidation adjustment 23.91 23.91 23.91 23.91 23.91 29.34

General Reserves 34.65 34.65 34.65 34.65 34.65 24.65

Profit & Loss Account 128.62 128.62 128.62 128.62 128.62 93.66

TTTTTotalotalotalotalotal 403.55 403.55 403.55 403.55 403.55 356.62

Securities Premium AccountSecurities Premium AccountSecurities Premium AccountSecurities Premium AccountSecurities Premium Account

Amount in Rs. Crore

ParticularsParticularsParticularsParticularsParticulars As at Mar 31, 2011As at Mar 31, 2011As at Mar 31, 2011As at Mar 31, 2011As at Mar 31, 2011 As at Mar 31,2010

As at the beginning of the year 208.97208.97208.97208.97208.97 255.38

Additions during the year 0.500.500.500.500.50 0.25

Adjustments during the year 6.906.906.906.906.90 (17.32)

Securities Premium identified for Consolidation adjustment 0.000.000.000.000.00 (29.34)


Securities Premium Account as on March 31, 2010 stood at Rs.208.97 crore. As on March 31, 2011 the balancein this account stood at Rs.216.37 crore. The additions to the share premium account of Rs.0.50 croreduring the year is on account of premium received on issue of equity shares, on exercise of optionsunder ESOP Scheme 2011.

During the prior year, based on the approval of Shareholders of the Company at the Extra-Ordinary GeneralMeeting held on March 5, 2010 and on the basis of Order of the High Court of Judicature at Mumbai videits order dated April 16, 2010, the Company utilized balances in the securities premium account of Rs.46.66 crore towards one time charges/cost (including change in accounting policy for provision for doubtfuldebts) incurred by the Company and its subsidiary companies. Of this total adjustment made, Rs.1.58 croreand Rs.16.58 crore related to provision for doubtful debts of the Company and its subsidiary companiesrespectively on account of change in accounting with regard to provision for doubtful debts.

During the year ended 31st March 2011, the Company and its subsidiary companies received amountsaggregating to Rs. 1.47 crore and Rs. 5.43 crore respectively against the balances for which the provisionwas made on account of change in accounting policy. The said amount is shown under adjustment duringthe year.

Shareholders’ fundsShareholders’ fundsShareholders’ fundsShareholders’ fundsShareholders’ funds

The total shareholder funds increased to Rs.440.87 crore as at 31st March 2011 from Rs. 393.86 crore as ofthe previous year end. The basic earnings per share increased to Rs.26.04 as at 31st March 2011 comparedto Rs.20.54 as of the previous year end.

Secured LoansSecured LoansSecured LoansSecured LoansSecured Loans

Secured Loans as at the end of fiscal 2011 aggregated Rs. 1.22 crore (Rs. 0.40 crore at the end of fiscal2010). This is due to increase in car loans taken from Banks and other than banks from Rs.0.40 crore as at31st March 2010 to Rs.0.88 crore. Further, during the year, the Company took computer equipment on financelease basis. As a result, Rs.0.33 crore was outstanding as a secured loan as at 31st March 2011 compared tono such loan outstanding at the end of the previous year.

Unsecured LoansUnsecured LoansUnsecured LoansUnsecured LoansUnsecured Loans

Unsecured Loans at the end of fiscal 2011 aggregated to Rs. 48.45 crore (Rs. 40.53 crore at the end of fiscal2010). The said amount represents unsecured PCFC loan and Buyers Credit (foreign currency loan) takenfrom a bank. The Company has not provided any security towards the said loan.



34

Fixed AssetsFixed AssetsFixed AssetsFixed AssetsFixed Assets

A statement of movement in fixed asset is as follows:

Amount in Rs. Crore

ParticularsParticularsParticularsParticularsParticulars As atAs atAs atAs atAs at As at % ofMar 31, 2011Mar 31, 2011Mar 31, 2011Mar 31, 2011Mar 31, 2011 Mar 31, 2010 Change

Leasehold Land 4.094.094.094.094.09 4.09 0.00%

Buildings 22.7622.7622.7622.7622.76 22.18 2.61%

Plant & Machinery 55.8255.8255.8255.8255.82 50.64 10.23%

Plant & Machinery on lease 0.350.350.350.350.35 0 100.00%

Furniture & Fixtures 6.346.346.346.346.34 5.98 6.02%

Vehicles 2.412.412.412.412.41 2.44 -1.23%

Software Licenses 44.2944.2944.2944.2944.29 38.08 16.31%

Total 136.06136.06136.06136.06136.06 123.41 10.25%

Less: Accumulated Depreciation 65.4965.4965.4965.4965.49 54.76 19.59%

Net Block 70.5770.5770.5770.5770.57 68.65 2.80%

Add: Capital work in progress 1.351.351.351.351.35 0.62 117.74%

Net Fixed Assets 71.9271.9271.9271.9271.92 69.27 3.83%

During the year, the Company added Rs.16.86 crore to our gross block comprising Rs.0.58 crore buildings,Rs.8.51 crore plant and machinery, Rs.0.36 crore furniture and fixtures, Rs.1.21 crore vehicles and Rs.6.20crore software licenses. During the previous year, the Company added Rs.28.38 crore to gross block assetsof the Company.

During the year, the Company deducted Rs.4.21 crore from the gross block of assets comprising Rs.2.97crore of plant and machinery, Rs.1.24 crore for vehicles. During the previous year, the Company retired/transferred various assets with gross block of Rs.3.45 crore. The Company has a capital commitment of Rs.16.84 crore as at 31st March 2011 as compared to Rs.3.78 crores as at 31st March 2010.

InvestmentsInvestmentsInvestmentsInvestmentsInvestments

A summary of the Company’s investments is given below:

Amount in Rs. crore

ParticularsParticularsParticularsParticularsParticulars As at Mar 31, 2011 As at Mar 31, 2011 As at Mar 31, 2011 As at Mar 31, 2011 As at Mar 31, 2011 As at Mar 31, 2010

(a) Long-term investments

i) Investment in Subsidiary companies 218.91218.91218.91218.91218.91 218.91

ii) Investment in Joint Venture Company 4.32 4.32 4.32 4.32 4.32 2.73

(b) Current Investments ( In Units of Mutual funds) 96.0896.0896.0896.0896.08 44.10


As can be seen from the above table, during the year the Company did not make any further investmentin its subsidiary companies. However, it invested Rs. 1.59 crore in a joint venture Company ( Tata HALTechnologies Ltd). During the year, the Company invested in units of mutual funds. These are typicallyinvestments in short-term funds to gainfully use the excess cash balance with the Company. Investmentsin mutual funds aggregated Rs.96.08 crore as on March 31, 2011 (Rs.44.10 crore as on March 31, 2010).

Current Assets, Loans and AdvancesCurrent Assets, Loans and AdvancesCurrent Assets, Loans and AdvancesCurrent Assets, Loans and AdvancesCurrent Assets, Loans and Advances

Unbilled RevenuesUnbilled RevenuesUnbilled RevenuesUnbilled RevenuesUnbilled Revenues

Unbilled revenues comprise revenue recognized in relation to efforts incurred on Fixed-Price-Fixed-Timecontracts and Time and Material contracts not billed as of the year-end. Unbilled revenues stood at Rs.1.53crore as on March 31, 2011 (Rs. Nil as on March31, 2010).

Sundry DebtorsSundry DebtorsSundry DebtorsSundry DebtorsSundry Debtors

Sundry Debtors as on March 31, 2011 aggregated Rs.63.76 crore (net of provision for doubtful debts)(Rs.58.65 crore as on March 31, 2010). Amount debited to Profit and Loss Account on account of bad debts

35

and provision for bad and doubtful debts in fiscal 2011 was Rs.1.51 crore (Rs.0.98 crore in fiscal 2010). TheCompany provides provision for doubtful debts as a percentage of the outstanding debts based onageing. The amounts considered as bad debts and provision for doubtful (debited to profit and lossaccount) as a percentage of total income was 0.29% in fiscal 2011 (0.25%in fiscal 2010).

Cash and Bank BalancesCash and Bank BalancesCash and Bank BalancesCash and Bank BalancesCash and Bank Balances

The Company had Cash and Bank balance of Rs.110.88 crore as on March 31, 2011 (Rs.41.80 crore as onMarch 31, 2010). The balances with scheduled banks aggregated Rs.87.42 crore as on March 31, 2010 (Rs.41.48crore as on March 31, 2010).

Loans and AdvancesLoans and AdvancesLoans and AdvancesLoans and AdvancesLoans and Advances

A summary of loans and advances of the Company is given below:A summary of loans and advances of the Company is given below:A summary of loans and advances of the Company is given below:A summary of loans and advances of the Company is given below:A summary of loans and advances of the Company is given below:

Amount in Rs. crore


Loans & Advances to Employees 1.511.511.511.511.51 1.50

Less: Provision for Doubtful Loans & Advances to Employees (0.04)(0.04)(0.04)(0.04)(0.04) (0.04)

Advances to Suppliers, Contractors & Others 5.675.675.675.675.67 10.33

Interest Accrued on Deposits 0.580.580.580.580.58 0.06

Loan to Subsidiary Company 2.632.632.632.632.63 9.13

ICD with Tata Motors Ltd. (Holding Company) 0.000.000.000.000.00 55.00

Deposits With Government, Public Bodies and Others 0.790.790.790.790.79 0.72

Prepaid Expenses 0.830.830.830.830.83 1.39

Advance Payments against Taxes (net) 23.7923.7923.7923.7923.79 32.64


As can be seen from the above information, Loans and Advances as on March 31, 2011 were Rs.35.76 crore(Rs.110.73 crore as on March 31, 2010). Significant items of Loans and Advances were as under:

Advance to suppliers, contractors and others was Rs.5.67 crore as on March 31, 2011 (Rs.10.33 crore as onMarch 31, 2010) and Advance payments against taxes (net) was Rs.23.79 crore (Rs.32.64 crore as on March31, 2010).

Current LiabilitiesCurrent LiabilitiesCurrent LiabilitiesCurrent LiabilitiesCurrent Liabilities

A summary of current liabilities of the Company is given below:A summary of current liabilities of the Company is given below:A summary of current liabilities of the Company is given below:A summary of current liabilities of the Company is given below:A summary of current liabilities of the Company is given below:

Amount in Rs. crore


Sundry Creditors 79.0379.0379.0379.0379.03 69.04

Advance & Progress Payment 0.420.420.420.420.42 0.70

Unpaid Dividend 0.480.480.480.480.48 0.25

Other Liabilities 3.493.493.493.493.49 1.83


Current Liabilities went up to Rs.83.42 crore as on March 31, 2011 as compared to Rs.71.82 crore as onMarch 31, 2010. This increase is primarily due to increase in Sundry Creditors from Rs.69.04 crore as onMarch 31, 2010 to Rs.79.03 crore as on March 31, 2011.



36

ProvisionsProvisionsProvisionsProvisionsProvisions

A summary of the provisions of the Company is given below:A summary of the provisions of the Company is given below:A summary of the provisions of the Company is given below:A summary of the provisions of the Company is given below:A summary of the provisions of the Company is given below:

Amount in Rs. crore


Provision for Taxation 0.930.930.930.930.93 0.62

Proposed Dividend 18.6418.6418.6418.6418.64 26.03

Provision for Tax on Dividend 3.023.023.023.023.02 4.32

Provision for Staff Welfare Schemes 7.287.287.287.287.28 6.99


As can be seen from the above table, the decrease in provisions is mainly attributable to proposeddividend amounting to Rs.26.03 crore as at 31st March 2010 as against Rs.18.64 crore as at 31st March 2011.Proposed divided represents the final dividend recommended to the shareholders. Upon approval of theshareholders in the Annual General Meeting, the same will be paid to the shareholders.

Cash Flow - TTL (Unconsolidated)Cash Flow - TTL (Unconsolidated)Cash Flow - TTL (Unconsolidated)Cash Flow - TTL (Unconsolidated)Cash Flow - TTL (Unconsolidated)

Cash Flow from Operating ActivitiesCash Flow from Operating ActivitiesCash Flow from Operating ActivitiesCash Flow from Operating ActivitiesCash Flow from Operating Activities

Amount in Rs. Crore

ParticularsParticularsParticularsParticularsParticulars 2010-112010-112010-112010-112010-11 2009-10 Increase/(Decrease)

Net Profit after Taxation 97.0597.0597.0597.0597.05 76.37 20.68

Depreciation 14.7614.7614.7614.7614.76 9.37 5.39

Provision for Income Tax 38.0038.0038.0038.0038.00 30.34 7.66

Provision for Deferred Tax (3.82)(3.82)(3.82)(3.82)(3.82) 0.59 (4.41)

Others (5.62)(5.62)(5.62)(5.62)(5.62) (0.06) (5.56)

Operating profit before Working Capital Changes 140.37140.37140.37140.37140.37 116.61 23.76

Effect of change in working capital (2.16)(2.16)(2.16)(2.16)(2.16) 10.44 (12.60)

Advance Tax / Tax Deducted at Source (28.89)(28.89)(28.89)(28.89)(28.89) (34.83) 5.94

NET CASH FLOW (USED IN)/GENERATED FROM OPERATING ACTIVITIES 109.32109.32109.32109.32109.32 92.22 17.10

As can be seen from the above table, in fiscal 2011, the Company generated net cash of Rs.109.32 crore(Rs.92.22 crore in fiscal 2010) from operating activities. Apart from profit after taxes of Rs.97.05 crore (Rs.76.37crore in fiscal 2010), the net cash generated includes adjustments for non cash items like depreciation ofRs.14.76 crore (Rs.9.37 crore in fiscal 2010).

Cash Flow from Investing ActivitiesCash Flow from Investing ActivitiesCash Flow from Investing ActivitiesCash Flow from Investing ActivitiesCash Flow from Investing Activities

Amount in Rs. Crore


(Payment) /Refund of Loan to/from Subsidiary 6.526.526.526.526.52 6.57 (0.05)

Investment in Joint Venture (1.59)(1.59)(1.59)(1.59)(1.59) (0.99) (0.60)

Inter Corporate Deposits Placed (271.00)(271.00)(271.00)(271.00)(271.00) (229.00) (42.00)

Inter Corporate Deposits Refunded 326.00326.00326.00326.00326.00 216.00 110.00

Interest received from Inter corporate Deposit 5.535.535.535.535.53 5.81 (0.28)

Purchase of Mutual Fund (367.83)(367.83)(367.83)(367.83)(367.83) (310.05) (57.78)

Sale of Mutual funds 315.85315.85315.85315.85315.85 292.96 22.89

Payment for Purchase of Fixed Assets (7.58)(7.58)(7.58)(7.58)(7.58) (27.94) 20.36

Other investing activities 2.412.412.412.412.41 0.95 1.46

NET CASH FLOW (USED IN)/GENERATED FROM INVESTING ACTIVITIES 8.318.318.318.318.31 (45.69) 54.00

37

As can be seen from the above information, in fiscal 2011, the Company generated Rs.8.31 crore oninvestment activities (Rs.45.69 crore used in fiscal 2010).

Cash Flow from Financing ActivitiesCash Flow from Financing ActivitiesCash Flow from Financing ActivitiesCash Flow from Financing ActivitiesCash Flow from Financing Activities

Amount in Rs. Crore


Proceeds from issue of shares under ESOP Scheme including Premium 0.070.070.070.070.07 0.31 (0.24)

Interest Paid (1.69)(1.69)(1.69)(1.69)(1.69) (1.71) 0.02

Dividends Paid (including Dividend Tax) (60.54)(60.54)(60.54)(60.54)(60.54) (9.76) (50.78)

Proceeds from Short Term borrowings 10.6110.6110.6110.6110.61 0.12 10.49

Proceeds from Long Term borrowing 1.311.311.311.311.31 0.20 1.11

Repayment of Long Term borrowings (0.48)(0.48)(0.48)(0.48)(0.48) (0.56) 0.08

NET CASH FLOW (USED IN)/GENERATED FROM FINANCING ACTIVITIES (50.72)(50.72)(50.72)(50.72)(50.72) (11.40) (39.32)

Cash PositionCash PositionCash PositionCash PositionCash Position

Cash and cash equivalents as on March 31, 2011 amounted to Rs.206.97 crore (Rs.140.90 crore as at March31, 2010). Cash and cash equivalents include investments in mutual funds and inter corporate deposits.

TTTTTaaaaata ta ta ta ta TTTTTechnoloechnoloechnoloechnoloechnologies Ltgies Ltgies Ltgies Ltgies Ltddddd..... (C (C (C (C (CONSOLIDAONSOLIDAONSOLIDAONSOLIDAONSOLIDATED)TED)TED)TED)TED)

The Management Discussion and Analysis below relates to the consolidated financial statements of theCompany (includes the results of its subsidiaries and the Company’s share in Joint Venture Company).The Discussion should be read in conjunction with the financial statements and related Notes to theConsolidated Accounts of the Company for the year ended March 31, 2011.

INCOMEINCOMEINCOMEINCOMEINCOME 2010-112010-112010-112010-112010-11 % of% of% of% of% of 2009-10 % of % ofRs. CroreRs. CroreRs. CroreRs. CroreRs. Crore IncomeIncomeIncomeIncomeIncome Rs. Crore Income Variance

INCOME

Income from Services 881.86 881.86 881.86 881.86 881.86 69.54%69.54%69.54%69.54%69.54% 786.81 71.74% 12.08%

Sale of Products 367.46367.46367.46367.46367.46 28.98%28.98%28.98%28.98%28.98% 283.57 25.86% 29.58%

Sub Total 1,249.32 1,249.32 1,249.32 1,249.32 1,249.32 98.52%98.52%98.52%98.52%98.52% 1,070.38 97.60% 16.72%

Other Income 18.74 18.74 18.74 18.74 18.74 1.48%1.48%1.48%1.48%1.48% 26.31 2.40% (28.77%)

Total Income 1,268.061,268.061,268.061,268.061,268.06 100.00%100.00%100.00%100.00%100.00% 1,096.69 100.00% 15.63%

EXPENDITURE

Cost of Traded Items & Services 266.28 266.28 266.28 266.28 266.28 21.00%21.00%21.00%21.00%21.00% 188.06 17.15% 41.59%

Consultancy fees, Softwares and others 151.02151.02151.02151.02151.02 11.91%11.91%11.91%11.91%11.91% 178.82 16.31% (15.55%)

Payroll and Related Expenses 546.87 546.87 546.87 546.87 546.87 43.13%43.13%43.13%43.13%43.13% 486.52 44.36% 12.40%

Other Operating Expenditure 97.73 97.73 97.73 97.73 97.73 7.70%7.70%7.70%7.70%7.70% 90.59 8.26% 7.87%

Total Expenditure 1,061.90 1,061.90 1,061.90 1,061.90 1,061.90 83.74%83.74%83.74%83.74%83.74% 943.99 86.08% 12.49%

Profit before finance charges, 206.16 206.16 206.16 206.16 206.16 16.26%16.26%16.26%16.26%16.26% 152.70 13.92% 35.01%depreciation and taxes

Finance Charges 7.377.377.377.377.37 0.58%0.58%0.58%0.58%0.58% 12.05 1.10% (38.84%)

Depreciation and amortization 18.87 18.87 18.87 18.87 18.87 1.49%1.49%1.49%1.49%1.49% 14.68 1.34% 28.54%

Profit before taxes 179.92179.92179.92179.92179.92 14.19%14.19%14.19%14.19%14.19% 125.97 11.49% 42.83%

Provision for taxes (including deferred tax) 40.90 40.90 40.90 40.90 40.90 3.23%3.23%3.23%3.23%3.23% 34.97 3.19% 16.96%

Profit after Taxes 139.02139.02139.02139.02139.02 10.96%10.96%10.96%10.96%10.96% 91.00 8.30% 52.77%



38


Income from OperationsIncome from OperationsIncome from OperationsIncome from OperationsIncome from Operations

The Company’s revenue increased in fiscal 2011 to Rs.1,249.32 crorefrom Rs.1,070.38 crore in fiscal 2010.Services revenue were 69.54%of total income (71.74% in fiscal 2010) and increased by 12.08% from Rs.786.81 crore in fiscal 2010 to Rs.881.86 crore in fiscal 2011. Consolidated revenues from sale of productsincreased by 29.58% from Rs.283.57 crore in fiscal 2010 to Rs.367.46 crore in fiscal 2011.

Revenue by Segments:Revenue by Segments:Revenue by Segments:Revenue by Segments:Revenue by Segments:

The classification of revenues of the Company by geography is given below:

Amount in Rs. Crore

Geography 2010-112010-112010-112010-112010-11 % of Revenue% of Revenue% of Revenue% of Revenue% of Revenue 2009-10 % of Revenue

India 387.43387.43387.43387.43387.43 31.01%31.01%31.01%31.01%31.01% 303.78 28.38%

US 460.10460.10460.10460.10460.10 36.83%36.83%36.83%36.83%36.83% 374.91 35.03%

Europe 387.60387.60387.60387.60387.60 31.02%31.02%31.02%31.02%31.02% 364.27 34.03%

ROW 14.1914.1914.1914.1914.19 1.14%1.14%1.14%1.14%1.14% 27.42 2.56%

TTTTTotalotalotalotalotal 1249.321249.321249.321249.321249.32 100.00%100.00%100.00%100.00%100.00% 1070.38 100.00%

Other IncomeOther IncomeOther IncomeOther IncomeOther Income

Consolidated ‘Other Income’ in fiscal 2011 reduced to Rs.18.74 crore from Rs.26.31 crore in fiscal 2010. Interms of total income, ‘Other Income’ has gone down from 2.40% in fiscal 2010 to 1.48%in fiscal 2011. Ascan be seen from the above, the reduction of other income has come down due to reduction of commissionincome (sale of products) from Rs.16.42 crore in fiscal 2010 to 6.52 crore in fiscal 2011.


Payroll and Related ExpensesPayroll and Related ExpensesPayroll and Related ExpensesPayroll and Related ExpensesPayroll and Related Expenses

The consolidated total employee costs for fiscal 2011 was Rs.546.87 crore, an increase of 12.40% overRs.486.52 crore in fiscal 2010. Employee costs as a percentage of total income was 43.13% in fiscal2011(44.36% in fiscal 2010). This decrease is attributable to effective utilization of man power and reductionof cost per employee..... The number of employees as at 31st March 2011 was 4,602 (3,934 as at 31st March2010).

Other items of Operations and other expensesOther items of Operations and other expensesOther items of Operations and other expensesOther items of Operations and other expensesOther items of Operations and other expenses

Operating and Other Expenses increased from Rs.90.59 crore in fiscal 2010 to Rs. 97.73 crore in fiscal 2011.In terms of total income, this reduced from 8.26% in fiscal 2010 to 7.70%in fiscal 2011. The increase isprimarily due to increase of administration and marketing expenses. Administration and marketingexpenses amounting to Rs.78.64 crore was incurred in fiscal 2011 as against of Rs.75.25 crore during theprevious year. The administrative and marketing cost primarily increased due to increase of Travel andconveyance cost from Rs.29.83 crore in fiscal 2010 to Rs.35.47 crore in fiscal 2011.

PPPPPrrrrrofit bofit bofit bofit bofit befefefefefororororore Fe Fe Fe Fe Financinancinancinancinance Ce Ce Ce Ce Charharharharhargesgesgesgesges,,,,, D D D D Depreprepreprepreciaeciaeciaeciaeciation and amortion and amortion and amortion and amortion and amortizatizatizatizatization and tion and tion and tion and tion and TTTTTaxaxaxaxaxeseseseses

The profit before finance charges, depreciation and amortization, taxes (PBIDT) in fiscal 2011 was Rs.206.16crore, an increase of 35.01% from Rs.152.70 crore in fiscal 2010. The profit as a percentage of total incomewas 16.26% in fiscal 2011 (13.92% in fiscal 2010). The increase in the PBIDT as a percentage of total incomein fiscal 2011 is attributable to increase in offshore revenues and reduction in operating cost, particularlyemployee costs and consultancy,softwares and others .

Finance ChargesFinance ChargesFinance ChargesFinance ChargesFinance Charges

Finance charges reduced from Rs.12.05 crore in fiscal 2010 to Rs.7.37 crore in fiscal 2011.This was due toeffective management of working capital. In terms of percentage of total income, finance charges havecome down from 1.10% in fiscal 2010 to 0.58% in fiscal 2011.

Depreciation and amortizationDepreciation and amortizationDepreciation and amortizationDepreciation and amortizationDepreciation and amortization

Depreciation and amortization charge increased from Rs. 14.68 crore in fiscal 2010 to Rs.18.87 crore infiscal 2011, an increase of 28.54%. In terms of total income the depreciation and amortization charge was1.49% in fiscal 2011 and 1.34%in fiscal 2010.

39

PPPPPrrrrrofit bofit bofit bofit bofit befefefefefororororore e e e e TTTTTaxaxaxaxaxeseseseses

The Profit before Taxes in fiscal 2011 was Rs.179.92 crore, an increase of 42.83% from Rs.125.97 crore infiscal 2010. In terms of total income the profit went up from 11.49% in fiscal 2010 to 14.19% in fiscal 2011.The increase in profit before tax can be attributed to margin expansion of PBDIT of 270 basis points.

PPPPPrrrrrooooovision fvision fvision fvision fvision for or or or or TTTTTaxaaxaaxaaxaaxationtiontiontiontion

Income tax expense comprises tax on income from operations in India and foreign tax jurisdictions. Incometax payable in India is determined in accordance with the provisions of the Income Tax Act, 1961. Taxexpenses relating to overseas operations are determined in accordance with tax laws applicable in countrieswhere such operations are carried out. The Company benefits in India from certain tax incentives asexplained earlier. The Company’s consolidated tax expense in fiscal 2011 increased to Rs.40.90 crore fromRs.34.97 crore in fiscal 2010. This represented 3.23% of the total income in fiscal 2011 (3.19 % in fiscal2010). The effective tax rate (total tax expenses including deferred tax/profit before tax*100) in fiscal 2011reduced to 22.73% from 27.76% in fiscal 2010.

Net Profit after taxes from operationsNet Profit after taxes from operationsNet Profit after taxes from operationsNet Profit after taxes from operationsNet Profit after taxes from operations

The Company’s net profit (Consolidated) registered a growth of 52.77% from Rs.91 crore in fiscal 2010 toRs.139.02 crore in fiscal 2011. Net profit margin on the total income went up from 8.30% in fiscal 2010 to10.96% in fiscal 2011, an increase in net profit margin of 2.66%.

FINANCIAL POSITION - FINANCIAL POSITION - FINANCIAL POSITION - FINANCIAL POSITION - FINANCIAL POSITION - TTTTTaaaaata ta ta ta ta TTTTTechnoloechnoloechnoloechnoloechnologies Ltgies Ltgies Ltgies Ltgies Ltddddd..... (C (C (C (C (CONSOLIDAONSOLIDAONSOLIDAONSOLIDAONSOLIDATED)TED)TED)TED)TED)

Share CapitalShare CapitalShare CapitalShare CapitalShare Capital

Amount in Rs. Crore


Authorized :

60,000,000 ordinary shares of Rs. 10/- each 60.0060.0060.0060.0060.00 60.00(P.Y. 60,000,000 ordinary shares of Rs. 10/- each)

700,000 0.01% Cumulative Non-participative 0.700.700.700.700.70 0.70Compulsorily convertible Preference Shares of Rs. 10/- each.(P.Y. 7,00,000 0.01% Cumulative Non-participative Compulsorilyconvertible Preference Shares of Rs. 10/- each)


Issued, Subscribed and Paid-up : 37.3237.3237.3237.3237.32 37.2437,315,255 equity shares of Rs. 10/- each(P.Y. 37,244,591 equity shares of Rs. 10/- each)


As discussed elsewhere in this report, during the year, the Company did not increase authorized capital ofordinary shares and Cumulative Non Participative Compulsory Convertible Preference Shares. The authorizedequity share capital as on March 31, 2011 was Rs.60 crore, divided into 6 crore equity shares of Rs.10 each(Rs. 60 crore as at March 31, 2010, divided into 6 crore equity shares of Rs.10 each). The issued, subscribedand paid-up share capital as on March 31, 2011 was Rs. 37.32 crore. During the year, the Company issuedequity shares to employees/directors under ESOP Scheme 2001. Consequently, the issued, subscribed andpaid up capital of the Company increased by Rs.0.08 crore in fiscal 2010.Details of options granted,outstanding and vested as at March 2011 are provided in this Annual Report.

Reserves and SurplusReserves and SurplusReserves and SurplusReserves and SurplusReserves and Surplus

Amount in Rs. Crore


Capital Reserve 0.650.650.650.650.65 0.65

Securities Premium 216.37216.37216.37216.37216.37 208.97

General Reserves 34.8334.8334.8334.8334.83 24.83

Profit & Loss Account 196.33196.33196.33196.33196.33 119.39

Translation Reserve (17.73)(17.73)(17.73)(17.73)(17.73) (43.88)




40

Capital Reserve Account as on March 31, 2011 stood at Rs.0.65 crore. As on March 31, 2010 the balance inthis account stood at Rs.0.65 crore, there was no change in this account.

Securities Premium Account as on March 31, 2011 stood at Rs.216.37 crore. As on March 31, 2010 the balancein this account stood at Rs.208.97 crore. The additions to the share premium account of Rs.7.4 crore duringthe year is on account of premium received on issue of equity shares, on exercise of options under ESOPScheme 2001 and amounts collected from the customers in respect of provisions made for doubtful debtsin the previous year on account of change in accounting policy. Amount provided on account of changein accounting policy in the previous year was debited to securities premium account based on theapproval of Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010and on the basis of Order of the High Court of Judicature at Mumbai vide its order dated April 16,2010.During the year ended 31st March 2011, the Company and its subsidiary companies received amountsaggregating to Rs.6.90 crore against the balances for which the provision were made on account of changein accounting policy in the previous year. Consequently, such excess provisions for doubtful debts onaccount of the said collection have been written back to the securities premium account.

Out of the profits in fiscal 2011, an amount of Rs.10 crore (Rs.8 crore in fiscal 2010) was transferred toGeneral Reserves resulting in a closing balance of Rs.34.83 crore as on March 31, 2011 (Rs.24.83 crore as onMarch 31, 2010).

The balance in the Profit and Loss Account as on March 31, 2011 stood at Rs.196.33 crore (Rs.119.39 croreas on March 31, 2010), after providing interim and final dividend of Rs.44.73 crore and dividend tax ofRs.7.36 crore thereon. The total amount of profits appropriated to dividends including dividend tax wasRs 52.08 crore as compared to Rs.30.35 crore in the previous year.

For the purpose of consolidation, the financial statements of foreign subsidiaries have been translatedinto its immediate parent companies currency and the same has been on the following basis:

All income and expenses items are converted at the average rate of exchange applicable for the year. Allassets and liabilities are translated at the closing rate as on the balance sheet date. The resulting exchangedifferences on account of translation at the year end are transferred to translation reserve. As a result,Translation Reserve Account as on March 31, 2011 stood at Rs.(17.73) crore. As on March 31, 2010 the balancein this account stood at Rs (43.88) crore.

LoansLoansLoansLoansLoans

Secured LoansSecured LoansSecured LoansSecured LoansSecured Loans

Amount in Rs. Crore


Cash Credit Account from banks 24.52 24.52 24.52 24.52 24.52 24.78

Vehicle Loans from Banks and others 0.89 0.89 0.89 0.89 0.89 0.40

Other loans (obligations under finance lease) 0.33 0.33 0.33 0.33 0.33 -


Secured Loans at the end of fiscal 2011 were Rs.25.74 crore (Rs.25.18 crore as on March 31, 2010). Cashcredit facility from banks is secured by hypothecation of book debts/accounts receivables and movablefixed assets (excluding certain vehicles). Vehicle loans are secured by hypothecation of vehicles financed.Further, during the year, the Company has taken computer equipments on finance lease basis. As a result,Rs.0.33 crore was outstanding as obligations under finance lease as at 31st March 2011 and no suchbalance was outstanding as at the end of the previous year.

Unsecured LoansUnsecured LoansUnsecured LoansUnsecured LoansUnsecured Loans

Amount in Rs. Crore


Short Term

Foreign Currency Loans from Banks 48.89 48.89 48.89 48.89 48.89 39.93

Long Term

Foreign Currency Loans from Banks 5.20 5.20 5.20 5.20 5.20 6.79

Term Loan 222.92 222.92 222.92 222.92 222.92 225.85

Total 277.01 277.01 277.01 277.01 277.01 272.57

41

Unsecured Loans at the end of fiscal 2011 were Rs.277.01 crore, against Rs.272.57 crore at the end of thefiscal 2010. The amount of increase in unsecured loan amounts as compared to the previous year is notmaterial.

Fixed AssetsFixed AssetsFixed AssetsFixed AssetsFixed Assets

Addition to the Gross Block excluding capital work-in progress and exchange fluctuations in fiscal 2011amounted to Rs.23.58 crore (Rs.30.32 crore in fiscal 2010). The significant items of additions in fiscal 2011were:

(a) Buildings Rs.0.57 crore (Rs.0.10 crore in fiscal 2010), (b) Plant and machinery Rs.11.15 crore ( Rs.3.27 crorein fiscal 2010 ) (c) Furniture and fittings Rs.3.63 crore (Rs.1.17 crore in fiscal 2010), (d) Vehicles Rs.1.44 crore(Rs.0.68 crore in fiscal 2010) and(e) Software licenses Rs.6.79 crore (Rs.25.10 crore in fiscal 2010).The amountin capital work-in-progress was Rs.8.14 crore as on March 31, 2011 (Rs.0.62 crore as on March 31, 2010). TheCompany has a capital commitment of Rs. 16.84 crore as at 31st March 2011 as compared to Rs.3.78 croreas at 31st March 2010.

Goodwill on ConsolidationGoodwill on ConsolidationGoodwill on ConsolidationGoodwill on ConsolidationGoodwill on Consolidation

Goodwill on consolidation as at March 31, 2011 was Rs.344.56 crore (As at March 31, 2010 was Rs.328.88crore).This amount is appearing in the books of Tata Technologies Pte Ltd on account of Incat acquisition.For the purpose of consolidation, the said amount has been translated. Consequently, on account oftranslation impact there is a movement in this account in fiscal 2011 as compared to fiscal 2010. Details ofthe movement have been provided in the notes to accounts of consolidated financial statements.

InvestmentsInvestmentsInvestmentsInvestmentsInvestments

The Company invested in various mutual funds. These are typically investments in short-term funds togainfully use the investible cash balance with the Company. Investments in mutual funds aggregatedRs.96.09 crore as on March 31, 2011 (Rs.44.10 crore as at March 31, 2010).

DDDDDefefefefeferererererrrrrred ed ed ed ed TTTTTax Aax Aax Aax Aax Asset (Nsset (Nsset (Nsset (Nsset (Net)et)et)et)et)

The Company has deferred tax asset (net) of Rs.8.59 crore as at March 31, 2011 (Rs.8.91 crore as at March31, 2010). The primary reasons for decrease in deferred tax asset is attributable to the difference in provisionfor depreciation and provision for expenses under section 43B of the Income Tax Act and other timingdifferences between book profit and tax profit.

InventoriesInventoriesInventoriesInventoriesInventories

The Company had inventories of Rs.0.77 crore as at March 31, 2011 (Rs.5.34 crore as at March 31, 2010). Theinventory constitutes hardware and software products.

Current Assets, Loans and AdvancesCurrent Assets, Loans and AdvancesCurrent Assets, Loans and AdvancesCurrent Assets, Loans and AdvancesCurrent Assets, Loans and Advances

Unbilled RevenuesUnbilled RevenuesUnbilled RevenuesUnbilled RevenuesUnbilled Revenues

Unbilled revenues stood at Rs.5.03 crore as at March 31, 2011 (Rs.10.01 crore as at March 31, 2010)representing 0.40% of the annual income for fiscal 2011(0.91% as at March 31, 2010).

Sundry DebtorsSundry DebtorsSundry DebtorsSundry DebtorsSundry Debtors

Sundry Debtors as at March 31, 2011 aggregated Rs.236.32crore (net of provision for doubtful debts)(Rs.223.04 crore as at March 31, 2010). As a percentage of total income, sundry debtors were at 18.64%as atMarch 31, 2011 as compared to 20.34% as at March 31, 2010. The Company provides provision for doubtfuldebts as a percentage of the outstanding debts based on ageing. The cumulative provision towards badand doubtful debts as on March 31, 2011 stood at Rs.13.54 crore (Rs.20.87 crore as at March 31, 2010).

Cash and Bank BalancesCash and Bank BalancesCash and Bank BalancesCash and Bank BalancesCash and Bank Balances

The Company had Cash & Bank balance of Rs.173.33 crore as at March 31, 2011 (Rs.93.97 crore as at March31, 2010). Of this balance, Rs.33.02 crore was held in non scheduled banks located outside India as atMarch 31, 2011 (Rs.38.63 crore as at March 31, 2010).



42

Loans and AdvancesLoans and AdvancesLoans and AdvancesLoans and AdvancesLoans and Advances

Amount in Rs. Crore


Loans & Advances to Employees 5.025.025.025.025.02 7.10


Advances to Suppliers, Contractors & Others 24.1624.1624.1624.1624.16 15.91


ICD with Tata Motors Ltd. (Holding Company) 0.000.000.000.000.00 55.00

Loan to Associate & Others 14.3514.3514.3514.3514.35 0.00



Advance Payments against Taxes (net) 30.5130.5130.5130.5130.51 32.56


Loans and Advances as on March 31, 2011 were Rs.95.10 crore (Rs.129.77 crore as at March 31, 2010). Significantitems of loans and advances were, advances to suppliers, contractors and others Rs.24.16 crore (Rs.15.91crore as at March 31, 2010), Prepaid expenses Rs.17.79 crore and (Rs.17.12 croreas at March 31, 2010) advancetax Rs.30.51 crore (net of provision for taxes) (Rs.32.56 crore as at March 31, 2010). Advance tax includes TaxDeducted at Source (TDS) by the customers in respect of services rendered by Tata Technologies Ltd.(particularly in India).

Current LiabilitiesCurrent LiabilitiesCurrent LiabilitiesCurrent LiabilitiesCurrent Liabilities

Amount in Rs. Crore


Sundry Creditors 180.55180.55180.55180.55180.55 168.41


Unpaid Dividend 0.480.480.480.480.48 0.25

Unearned Income 35.4435.4435.4435.4435.44 30.57


Interest accrued but not due 0.570.570.570.570.57 0.59


Current liabilities went up to Rs.236.88 crore as at March 31, 2011 as compared to Rs.221.52 crore as atMarch 31, 2010. This increase is primarily due to increase in sundry creditors from Rs.168.41 crore as atMarch 31, 2010 to Rs.180.55 crore as at March 31, 2011.

ProvisionsProvisionsProvisionsProvisionsProvisions

Amount in Rs. Crore


Provision for Taxation (net) 4.834.834.834.834.83 2.79

Proposed Dividends 18.6418.6418.6418.6418.64 26.03




The decrease in provisions is mainly attributable to proposed dividend of Rs.18.64 crore as at 31st March2011 (Rs.26.03 crore as at March 31, 2010) and provision for tax on proposed dividend Rs.3.02 crore as at31st March 2011 (Rs.4.32 crore as at March 31, 2010). Proposed divided represents the final dividendrecommended to the shareholders. Upon approval of the shareholders in the Annual General Meeting,the same will be paid to the shareholders.

43

CCCCCASH FLASH FLASH FLASH FLASH FLOOOOOW - W - W - W - W - TTTTTaaaaata ta ta ta ta TTTTTechnoloechnoloechnoloechnoloechnologies Ltgies Ltgies Ltgies Ltgies Ltddddd..... (C (C (C (C (CONSOLIDAONSOLIDAONSOLIDAONSOLIDAONSOLIDATED)TED)TED)TED)TED)

Cash Flow from Operations (Consolidated)Cash Flow from Operations (Consolidated)Cash Flow from Operations (Consolidated)Cash Flow from Operations (Consolidated)Cash Flow from Operations (Consolidated)

Amount in Rs. Crore

ParticularsParticularsParticularsParticularsParticulars 2010-112010-112010-112010-112010-11 2009-10 Increse/(Decrese)

Net Profit after Taxation and Extraordinary Items 139.02139.02139.02139.02139.02 91.00 48.02Depreciation 18.8718.8718.8718.8718.87 14.68 4.19Provision for Income Tax 38.2338.2338.2338.2338.23 35.47 2.76Provision for Deferred Tax 2.672.672.672.672.67 (0.51) 3.18Interest Expense 7.397.397.397.397.39 12.05 (4.66)Others (0.79)(0.79)(0.79)(0.79)(0.79) (1.46) 0.67Operating profit before Working Capital Changes 205.39205.39205.39205.39205.39 151.23 54.16Effect of working capital changes (34.69(34.69(34.69(34.69(34.69) (4.58) (30.11)Advance Tax / Tax Deducted at Source (38.30)(38.30)(38.30)(38.30)(38.30) (38.56) 0.26

NET CASH FLOW (USED IN)/GENERATED FROM OPERATING ACTIVITIES 132.40132.40132.40132.40132.40 108.09 24.31

As can be seen from the above table, in fiscal 2011, the Company generated net cash of Rs. 132.40 crore(Rs.108.09 crore in fiscal 2010) from operating activities.

Cash Flow from Investing Activities (Consolidated)Cash Flow from Investing Activities (Consolidated)Cash Flow from Investing Activities (Consolidated)Cash Flow from Investing Activities (Consolidated)Cash Flow from Investing Activities (Consolidated)

Amount in Rs. Crore

ParticularsParticularsParticularsParticularsParticulars 2010-112010-112010-112010-112010-11 2009-10 Increse/(((((Decrese)

Proceeds from sale of Fixed Assets 0.200.200.200.200.20 0.20 0.00Dividend Received (1.15)(1.15)(1.15)(1.15)(1.15) (0.33) (0.82)Interest Received 3.793.793.793.793.79 0.37 3.42Payment for Purchase of Fixed Assets (13.52)(13.52)(13.52)(13.52)(13.52) (29.69) 16.17Inter Corporate Deposits Placed (271.00)(271.00)(271.00)(271.00)(271.00) (229.00) (42.00)Inter Corporate Deposits Refunded 326.00326.00326.00326.00326.00 216.00 110.00Interest received from Intercorporate Deposit 5.535.535.535.535.53 5.81 (0.28)Purchase of Mutual Fund (367.83)(367.83)(367.83)(367.83)(367.83) (310.05) (57.78)Sale of Mutual funds 315.85315.85315.85315.85315.85 292.96 22.89Fixed Deposit with banks (net) having maturity over three months 0.040.040.040.040.04 (0.11) 0.15

NET CASH FLOW (USED IN)/GENERATED FROM INVESTING ACTIVITIES (2.10)(2.10)(2.10)(2.10)(2.10) (53.86) 51.76

In fiscal 2011 the Company used Rs.2.10 crore on investment activities (Rs.53.86 crore in fiscal 2010). Thesignificant items of cash used in investment activities in fiscal 2011 were (a) purchase of fixed assetsRs. 13.52 crore (Rs. 29.69 crore in fiscal 2010) and b) investment in units of Mutual Funds (net of sale)Rs. 51.98 crore (Rs.17.09 crore in fiscal 2010).

Consolidated Cash Flow from financing activitiesConsolidated Cash Flow from financing activitiesConsolidated Cash Flow from financing activitiesConsolidated Cash Flow from financing activitiesConsolidated Cash Flow from financing activities

Amount in Rs. Crore

ParticularsParticularsParticularsParticularsParticulars 2010-112010-112010-112010-112010-11 2009-10 Increse/(Decrese)

Proceeds from issue of shares including Premium 0.070.070.070.070.07 0.31 (0.24)

Interest Paid (7.38)(7.38)(7.38)(7.38)(7.38) (12.05) 4.67

Dividends Paid (including Dividend Tax) (60.54)(60.54)(60.54)(60.54)(60.54) (9.76) (50.78)

Proceeds /(Repayment) from Short Term borrowings 7.927.927.927.927.92 (262.17) 270.09

Proceeds/(Repayment) from Cash Credit arrangement 0.000.000.000.000.00 2.25 (2.25)

Proceeds/(Repayment) of Long Term borrowings (1.58)(1.58)(1.58)(1.58)(1.58) 248.42 (250.01)

NET CASH FLOW (USED IN)/GENERATED FROM FINANCING ACTIVITIES (61.51)(61.51)(61.51)(61.51)(61.51) (33.00) (28.52)

In fiscal 2011, the significant item of cash used in financing activities was on account payment of dividendsand dividend tax amounting to Rs.60.54 crore (Rs.9.76 crore in fiscal 2010).

Cash PositionCash PositionCash PositionCash PositionCash Position

Cash and cash equivalents as on March 31, 2011 amounted to Rs.269.42 crore (Rs.193.06 crore as at March31, 2010). Cash and cash equivalents include investments in mutual funds and inter corporate deposits.



44

1.1.1.1.1. PHILOSOPHY PHILOSOPHY PHILOSOPHY PHILOSOPHY PHILOSOPHY

“Corporate governance has become the new corporate jargon like share-holder value. Corporategovernance is really a state of mind. It is embodied in the feelings and traditions of the Tata group. JRDTata’s name has been mentioned several times today and the group owes a great deal of this traditionto him. He often referred to the manager’s role as one of trusteeship.”

“Corporate governance is today, one of the attributes of a good corporate citizen. It is part of themanagement framework, but it does not replace the tradition ingrained into your bones.”

RRRRRAAAAATTTTTAN AN AN AN AN TTTTTAAAAATTTTTAAAAACeremony of National Award for Excellence in Corporate Governance, 2001Ceremony of National Award for Excellence in Corporate Governance, 2001Ceremony of National Award for Excellence in Corporate Governance, 2001Ceremony of National Award for Excellence in Corporate Governance, 2001Ceremony of National Award for Excellence in Corporate Governance, 2001

The philosophy and ultimate goal at Tata Technologies is to serve corporate purposes for enhancingthe long term value of the organization for its stakeholders, by providing a framework within whichstakeholders can pursue the objectives of the organisation most effectively. This philosophy is furtherstrengthened by Tata Groups’ legacy through implementation of the Tata Business Excellence Model( TBEM). TBEM is a ‘customised-to-Tata’ adaptation of the globally renowned Malcolm Baldrigeorganizational assessment model mandated to help Tata Group companies achieve business objectivesthrough specific processes which delivers strategic direction and drives business improvement.TBEM assessments now lay renewed emphasis in areas of climate change, safety, Corporate Governanceand innovation. Assessments now capture Corporate Governance practices among Tata Group Companiesas part of the main application.

Corporate Governance signifies acceptance by management of the inalienable rights of shareholders asthe true owners of the organisation and of their own role as trustees on behalf of the shareholders.

Corporate Governance is a set of principles, policies, processes and practices affecting the way acorporation is run and which help it fulfill responsibilities to all its stakeholders – shareholders, employees,customers, suppliers, government and society at large. It is about how an organization is managed. TheLeadership of Tata Technologies continuously aims for ‘Change for the Better’ with strong emphasis oncustomer satisfaction, sustainable growth and increase in the stakeholder value. This orientation towardsfair and ethical governance stems from the culture and mindset imbibed in it as part of the Tatas andupheld through a passion for excellence championed by senior leaders. Tata Technologies is committedto adding value and achieving continual improvements through leadership by example.

For Tata Technologies, Corporate Governance implies observance of certain basic principles of ethicalgrowth and is more than mere compliance with global standards of governance and disclosure. TataTechnologies’ leadership team is committed to managing the Company in accordance with theorganization’s Vision, Mission and Values Statement and Quality Policy.

� VVVVVision:ision:ision:ision:ision: “We are determined to be the world’s number one partner to the manufacturing industry.”

� MMMMMission:ission:ission:ission:ission: “Better products benefit people – that is our business.”

� PPPPPurururururpppppose:ose:ose:ose:ose: “We help ambitious manufacturers create better products.”

� CCCCCulturulturulturulturulture Se Se Se Se Statatatatatttttemenemenemenemenement:t:t:t:t: “We are honest and straight forward.”

� PPPPPersonalitersonalitersonalitersonalitersonality stay stay stay stay statttttemenemenemenemenement:t:t:t:t: “We are highly focused, hard working and innovative professionals.”

Though the Company is not listed and the statutory guidelines on Corporate Governance are notapplicable, the Company has voluntarily opted for adoption of various Corporate Governance measures.There have been continuous efforts made to improve and increase the Corporate Governance measuresin the recent years, which include among others improved Board reporting, building a strong ethicsculture with increased focus on implementation of the Tata Code of Conduct, commitment to corporatesustainability, legal compliances systems, more focused internal audit, etc.

Corporate Governance Report - 2011Corporate Governance Report - 2011Corporate Governance Report - 2011Corporate Governance Report - 2011Corporate Governance Report - 2011

45

2 .2 .2 .2 .2 . THE BOARD OF DIRECTORSTHE BOARD OF DIRECTORSTHE BOARD OF DIRECTORSTHE BOARD OF DIRECTORSTHE BOARD OF DIRECTORS

At the heart of the Company’s Corporate Governance practices, is the Board of Directors of the Company,which oversees how the management serves and protects the long term interests of stakeholders ofthe Company. The Board is the ultimate decision making body of the Company, except for the mattersreserved for the shareholders.

The Board oversees that the Company’s business is conducted wisely and in compliance with applicablelaws and regulations and proper governance. The Board along with its Committees viz. Audit Committee,Committee of Directors and Compensation & Remuneration Committee lays down strategic paths,develops systems, processes and review mechanisms to steer the Company on the right track of growthand mitigate risks. Among other things, key matters like periodic financial results, acquisitions, jointventures, capital/operating budgets, findings/comments of statutory and other auditors, internal controls,issue of capital and other resource mobilization efforts are brought to the Board. Broadly, all itemspertinent to the oversight and monitoring function of the Board will be brought to the Board regularly.The Board also deliberates on the Company’s positioning in the domestic and global markets and adoptsand approves the strategy for medium and long term growth.

At present the Board consists of five Directors. The Company has an optimum mix of Executive andNon-Executive Directors with eighty percent of the Directors being Non-Executive. The Non-ExecutiveDirectors represent various fields with expertise in their respective areas and their positive contributionhelps Company to define effective strategies for future growth. The Managing Director along withExecutive Management Team in turn implements and monitors the operational strategies, plans, systemsand processes to enable the Company to achieve the goals set by the Board.

The calendar of the Board Meetings for the whole year is finalized in advance at the start of the year inconsultation with all the Board members. The relevant background materials and information on theagenda items are distributed to the Board members in advance of meetings. All the Committees of theBoard report to the Board. The minutes of their meetings are placed before the Board regularly. TheCommittees also bring to the Board all those matters considered by them to be of special significance.The Board meets the members of the senior management of the Company from time to time. A summaryof the Board Decisions made in the last two years is being placed before every quarterly Board Meetingas a good governance practice.

The Board met seven times during the financial year 2010-11, on May 12, 2010, July 20, 2010, October 25,2010, November 22, 2010, January 21, 2011, February 16, 2011 and March 17, 2011. The time gap betweenany two meetings was less than four months. The quorum of the meetings is either two members orone third of the members of the Board, whichever is higher. The attendance of the Directors at theBoard Meetings held during the year is as follows:

NameNameNameNameName DesignationDesignationDesignationDesignationDesignation No of Board MeetingsNo of Board MeetingsNo of Board MeetingsNo of Board MeetingsNo of Board Meetings

HeldHeldHeldHeldHeld AttendedAttendedAttendedAttendedAttended

S Ramadorai Non-Executive Chairman 7 7

R Gopalakrishnan Non-Executive Director 7 7

P P Kadle Non-Executive Director 7 6

C Ramakrishnan Non-Executive Director 7 6

P R McGoldrick Managing Director 7 7

Mr S Ramadorai and Mr P P Kadle are liable to retire at the ensuing Annual General Meeting and offerthemselves for reappointment. Attention of the Members is invited to the relevant item in the Notice ofthe Annual General Meeting seeking their approval on their reappointment.

None of the Non-Executive Directors have any material pecuniary relationship or transactions with theCompany.



46

None of the Directors on the Board is a Member of more than 10 Committees or Chairman of morethan 5 Committees across all companies in which one is a Director. Chairmanship/Membership of BoardCommittees for this includes only Audit and Shareholders’ Grievance Committees. Necessary disclosuresregarding Committee positions in other public companies as at March 31, 2011 have been made by theDirectors.

INFORMAINFORMAINFORMAINFORMAINFORMATION REGARDING DIRECTTION REGARDING DIRECTTION REGARDING DIRECTTION REGARDING DIRECTTION REGARDING DIRECTORS:ORS:ORS:ORS:ORS:

Mr S Ramadorai, Mr S Ramadorai, Mr S Ramadorai, Mr S Ramadorai, Mr S Ramadorai, 66, has served as Chairman of the Company since 2001. He is currently serving as theVice Chairman-Non Executive of Tata Consultancy Services Ltd (TCS). He had joined TCS as a traineeengineer and went on to become CEO in 1996. In October 2009, he stepped down as CEO, leaving a $ 6billion global IT services company to his successor and was made the Vice Chairman of the company.

In February 2011, Mr Ramadorai was appointed by the Indian Government as Advisor to the Prime Ministerin the National Skill Development Council, in the rank of Cabinet Minister. The Council which is headedby the Prime Minister seeks to develop a strategy for Skill Development at the National level with aview to address the skill deficit.

Mr Ramadorai is also on the Boards of a number of companies and educational institutions - TataIndustries Ltd, Hindustan Unilever Ltd, Bombay Stock Exchange, MIT Sloan School of Management (EMSAB),etc.

Mr Ramadorai was awarded the Padma Bhushan in January 2006 in recognition of his commitment anddedication to the IT industry. In April 2009, he was awarded the CBE (Commander of the Order of theBritish Empire) by Her Majesty Queen Elizabeth II for his contribution to the Indo-British economicrelations.

His academic credentials include a Bachelors degree in Physics from Delhi University (India), a Bachelorof Engineering degree in Electronics and Telecommunications from the Indian Institute of Science,Bangalore (India) and a Masters degree in Computer Science from the University of California–UCLA(USA). In 1993, he attended the Sloan School of Management’s highly acclaimed Senior ExecutiveDevelopment Program.

Other Directorships:Other Directorships:Other Directorships:Other Directorships:Other Directorships:

PPPPPublic Cublic Cublic Cublic Cublic Companies:ompanies:ompanies:ompanies:ompanies: Tata Consultancy Services Ltd, Tata Industries Ltd, CMC Ltd, Hindustan Unilever Ltd,Piramal Healthcare Ltd, Tata Elxsi Ltd, Tata Teleservices (Maharashtra) Ltd, Computational ResearchLaboratories Ltd, Tata Communications Ltd, Tata Advanced Systems Ltd, Asian Paints Ltd and BombayStock Exchange Ltd.

Private Companies: Private Companies: Private Companies: Private Companies: Private Companies: IKP Investment Management Company Pvt Ltd.

FFFFForororororeign Ceign Ceign Ceign Ceign Companies:ompanies:ompanies:ompanies:ompanies: Tata Communications International Pte Ltd, Singapore and Tata America InternationalCorporation, US.

Other Bodies Corporate: Other Bodies Corporate: Other Bodies Corporate: Other Bodies Corporate: Other Bodies Corporate: Member of the Research, Innovation and Enterprise Council, Singapore, ACCIONTechnical Advisors- India and Advisor to Prime Minister’s National Skill Development Council.

MMMMMembembembembemberships and Cerships and Cerships and Cerships and Cerships and Chairhairhairhairhairmanships of Amanships of Amanships of Amanships of Amanships of Audit Cudit Cudit Cudit Cudit Committommittommittommittommittee in other Pee in other Pee in other Pee in other Pee in other Public Cublic Cublic Cublic Cublic Companies:ompanies:ompanies:ompanies:ompanies: Tata Elxsi Ltd, HindustanUnilever Ltd, Tata Teleservices (Maharashtra) Ltd, Tata Advance Systems Ltd (Chairman), ComputationalResearch Laboratories Ltd (Chairman) and Bombay Stock Exchange Ltd.

Memberships and Chairmanships of Investor Grievance Committee in other Public Companies: Memberships and Chairmanships of Investor Grievance Committee in other Public Companies: Memberships and Chairmanships of Investor Grievance Committee in other Public Companies: Memberships and Chairmanships of Investor Grievance Committee in other Public Companies: Memberships and Chairmanships of Investor Grievance Committee in other Public Companies: BombayStock Exchange Ltd (Chairman) and Tata Consultancy Services Ltd.

Mr Ramadorai held 1,32,000 equity shares of the Company as on March 31, 2011, constituting 0.35% ofthe paid-up capital of the Company, including 20,000 Equity Shares allotted during the year underEmployees Stock Purchase Program- Series IV. No stock options were granted to him during the year.

Mr P R McGoldrickMr P R McGoldrickMr P R McGoldrickMr P R McGoldrickMr P R McGoldrick, 61, has over 40 years of experience in information technology and is responsible forTata Technologies as its Managing Director. He holds a Masters degree in Computer Science from StanfordUniversity, USA and completed the Harvard Business School Advanced Management Program (AMP 109).

47

Before joining the Tata Group in 1981, he had spent 11 years at Lawrence Livermore National Laboratoryin the United States where he had technical responsibility for several complex information systemsprojects. He also provided consulting to computer companies throughout the United States on projectmanagement, advanced products, multiprocessor computer systems, man-machine interfaces andimproved software productivity.


PPPPPublic Cublic Cublic Cublic Cublic Companies:ompanies:ompanies:ompanies:ompanies: Tata Elxsi Ltd.

FFFFForororororeign Ceign Ceign Ceign Ceign Companiesompaniesompaniesompaniesompanies: Tata Technologies Pte Ltd, Singapore, Titan Watches & Jewellery International (AsiaPacific) Pte Ltd, Singapore, INCAT International Plc, UK, Tata Technologies Inc, US, Tata Technologies(Thailand) Ltd, Thailand, RNT Associates International Pte Ltd, Singapore, Tata Technologies Europe Ltd,UK and Tata Technologies de Mexico, S.A. de C. V., Mexico.

Mr McGoldrick held 5,60,000 equity shares of the Company directly, constituting 1.50% of thepaid-up capital of the Company and 40,000 equity shares constituting 0.11% via Barclays Wealth CorporateServices (Guernsey) Ltd as on March 31, 2011. No new stock options were granted to him and no stockoptions were exercised by him during the year ended March 31, 2011.

Mr R GMr R GMr R GMr R GMr R Gopalakopalakopalakopalakopalakrrrrr ishnanishnanishnanishnanishnan, 65, is a Non-Executive Director of Tata Sons Ltd. He is a member of the GroupCorporate Centre of Tata Group, besides being on the Boards of various Tata companies. Prior to joiningthe Tata Group in August 1998, he was the Vice-Chairman of Hindustan Unilever Ltd. He is a past presidentof the All India Management Association.

Mr Gopalakrishnan holds a Bachelor’s degree in Science and a B.Tech (Electronics) degree from the IndianInstitute of Technology (IIT), Kharagpur.


PPPPPublic Cublic Cublic Cublic Cublic Companies:ompanies:ompanies:ompanies:ompanies: Tata Sons Ltd, Tata Chemicals Ltd, Tata Power Company Ltd, Rallis India Ltd, TataAutocomp Systems Ltd, Akzo Nobel India Ltd and Castrol India Ltd.

Private Companies: Private Companies: Private Companies: Private Companies: Private Companies: ABP Pvt Ltd, Advinus Therapeutics Pvt Ltd, Metahelix Life Sciences Pvt Ltd andDhaanya Seeds Pvt Ltd.

FFFFForororororeign Ceign Ceign Ceign Ceign Companies:ompanies:ompanies:ompanies:ompanies: Trust Energy Resources Pte Ltd and IMACID S.A.

MMMMMembembembembemberships and Cerships and Cerships and Cerships and Cerships and Chairhairhairhairhairmanships of Amanships of Amanships of Amanships of Amanships of Audit Cudit Cudit Cudit Cudit Committommittommittommittommittee in other Pee in other Pee in other Pee in other Pee in other Public Cublic Cublic Cublic Cublic Companies:ompanies:ompanies:ompanies:ompanies: Tata Chemicals Ltd, AkzoNobel India Ltd and Castrol India Ltd.

Mr Gopalakrishnan held 64,200 equity shares of the Company as on March 31, 2011, constituting 0.17%of the paid-up capital of the Company, including 9,200 Equity Shares allotted during the year underEmployees Stock Purchase Program- Series IV. No stock options were exercised by him and no newstock options were granted to him during the year ended March 31, 2011.

Mr P P KMr P P KMr P P KMr P P KMr P P Kadleadleadleadleadle, 54, is the Managing Director & CEO of Tata Capital Ltd, a subsidiary of Tata Sons Ltd. TataCapital is the Tata Group’s foray into the financial services space covering products and services rangingfrom Retail and Commercial lending, Distribution and Broking, Wealth Management, Investment Bankingand Private Equity.

Mr Kadle is an honors graduate in Commerce & Accountancy from the Bombay University and hasqualified as a Chartered Accountant, Cost & Works Accountant and Company Secretary.

Mr Kadle is a Board member on various Tata and Non-Tata companies and is also on the AdvisoryBoard of Japan’s Institute for Indian Economic Studies (IIES) at Waseda University for furthering theIndo-Japanese business relations. Additionally, he is also actively involved with various public charitableinstitutions notably as the Board Member and Honorary Treasurer of Child Rights and You (CRY).

Mr Kadle has received a number of awards in recognition of his outstanding contribution to Tata MotorsLtd which are: CNBC-TV18, the country’s best performing CFO in the auto & auto ancillaries sector for2006; ‘the best CFO of the year 2005’ in India by business today; the ‘CFO of the year 2004’ by IMA (formerlyknown as economist intelligence unit).



48


PPPPPublic Cublic Cublic Cublic Cublic Companies:ompanies:ompanies:ompanies:ompanies: Tata Capital Ltd, Tata Capital Markets Ltd, Tata Motors Finance Ltd, Tata Motors InsuranceBroking and Advisory Services Ltd, Tata Securities Ltd, e-Nxt Financials Ltd, TC Travel & Services Ltd, TataCapital Housing Finance Ltd, Tata Autocomp Systems Ltd, Tata Toyo Radiators Ltd, TT Holdings & ServicesLtd and Tata Capital Financial Services Ltd.

Private Companies: Private Companies: Private Companies: Private Companies: Private Companies: International Asset Reconstruction Company Pvt Ltd.

FFFFForororororeign Ceign Ceign Ceign Ceign Companies:ompanies:ompanies:ompanies:ompanies: Tata Technologies Pte Ltd, Singapore, Tata Technologies Europe Ltd, UK, INCATInternational Plc, UK, Tata Technologies Inc, USA, Tata Capital Pte Ltd, Singapore, Tata Capital Advisors PteLtd, Singapore, Tata Capital Markets Pte Ltd, Singapore and Tata Capital Plc, UK.

MMMMMembembembembemberships and Cerships and Cerships and Cerships and Cerships and Chairhairhairhairhairmanships of Amanships of Amanships of Amanships of Amanships of Audit Cudit Cudit Cudit Cudit Committommittommittommittommittee in other Pee in other Pee in other Pee in other Pee in other Public Cublic Cublic Cublic Cublic Companies:ompanies:ompanies:ompanies:ompanies: Tata Capital Markets Ltd(Chairman), Tata Capital Housing Finance Ltd, TC Travel & Services Ltd, TT Holdings & Services Ltd(Chairman) and Tata AutoComp Systems Ltd.

MMMMMembembembembemberships and Cerships and Cerships and Cerships and Cerships and Chairhairhairhairhairmanships of Inmanships of Inmanships of Inmanships of Inmanships of Invvvvvestestestestestor Gor Gor Gor Gor Grrrrrieieieieievvvvvancancancancance Ce Ce Ce Ce Committommittommittommittommittee in other Pee in other Pee in other Pee in other Pee in other Public Cublic Cublic Cublic Cublic Companies:ompanies:ompanies:ompanies:ompanies: Tata CapitalLtd.

Mr Kadle held 1,39,200 equity shares of the Company as on March 31, 2011, constituting 0.37% of thepaid-up capital of the Company, including 9,200 Equity Shares allotted during the year under EmployeesStock Purchase Program- Series IV. No stock options were exercised by him and no new stock optionswere granted to him during the year ended March 31, 2011.

Mr C RMr C RMr C RMr C RMr C Ramakamakamakamakamakrrrrrishnan,ishnan,ishnan,ishnan,ishnan, 55, was appointed as the Chief Financial Officer of Tata Motors Ltd in September 2007,having joined the company in 1980 as the Junior Accounts Officer. He handled corporate treasury andaccounting functions with management accounting/MIS. Following a two-year company-wide IT projectresponsibility covering R&D, Manufacturing, Sourcing and Sales and Services, he had worked in the TataGroup Chairman’s Office for more than 7 years before being appointed as the Chief Financial Officer ofTata Motors Ltd. As the Chief Financial Officer of Tata Motors Ltd, he is responsible for Finance, Accounts,Taxation, Business Planning, Investor Relations, Treasury, CRM & DMS and IT. Mr Ramakrishnan holds aBachelor’s degree in Commerce and is a Chartered Accountant and a Cost Accountant.


PPPPPublic Cublic Cublic Cublic Cublic Companies:ompanies:ompanies:ompanies:ompanies: Tata Cummins Ltd, Sheba Properties Ltd, Tata Services Ltd, Tata Motors Finance Ltdand Fiat India Automobiles Ltd.

FFFFForororororeign Ceign Ceign Ceign Ceign Companies:ompanies:ompanies:ompanies:ompanies: Tata Hispano Motors Carrocera S.A., Spain, Carrosserries Hispano Maghreb S.A.,Morocco, TML Holdings Pte Ltd, Singapore, Tata Motors (Thailand) Ltd, Thailand, Tata Daewoo CommercialVehicle Company Ltd, South Korea and Tata Motors (SA) Proprietary Limited, South Africa.

MMMMMembembembembemberships and Cerships and Cerships and Cerships and Cerships and Chairhairhairhairhairmanships of Amanships of Amanships of Amanships of Amanships of Audit Cudit Cudit Cudit Cudit Committommittommittommittommittee in other Pee in other Pee in other Pee in other Pee in other Public Cublic Cublic Cublic Cublic Companies:ompanies:ompanies:ompanies:ompanies: Tata Cummins Limited,Sheba Properties Limited, Fiat India Automobiles Limited (Chairman), Tata Motors Finance Limited, TataMarcopolo Motors Limited (Chairman) and Automobile Corporation of Goa Limited.

Mr Ramakrishnan held 44,200 equity shares of the Company as on March 31, 2011, constituting 0.12% ofthe paid-up capital of the Company, including 9,200 Equity Shares allotted during the year underEmployees Stock Purchase Program- Series IV. No stock options were exercised by him and no newstock options were granted to him during the year ended March 31, 2011.

3 .3 .3 .3 .3 . AUDIT COMMITTEEAUDIT COMMITTEEAUDIT COMMITTEEAUDIT COMMITTEEAUDIT COMMITTEE

The Audit Committee comprises three Non-Executive Directors, all of whom are financially literate. TheAudit Committee met seven times during the year 2010-11, on May 12, 2010, July 20, 2010, October 14,2010, October 25, 2010, November 22, 2010, January 21, 2011 and March 17, 2011.

49

Members of the Audit Committee and the number of meetings attended by each Director for the financialyear 2010-11 are as follows:

NameNameNameNameName DesignationDesignationDesignationDesignationDesignation No of MeetingsNo of MeetingsNo of MeetingsNo of MeetingsNo of Meetings





The Chief Internal Auditor attended all the meetings, the representatives of the Statutory Auditors ofthe Company, M/s Deloitte Haskins & Sells, Chartered Accountants, attended five meetings and the ChiefFinancial Officer attended all the meetings. The Company Secretary acts as the Secretary to the CommitteeMeetings. The quorum of the meetings is either two members or one third of the members of theCommittee, whichever is higher.

An Audit Committee Charter has formally been adopted for the Audit Committee outlining itsresponsibilities in detail. The role of the Audit Committee includes in brief the following:

❖ To review reports of the internal auditor and recommend to the Board.

❖ To decide on the scope of the internal auditors work including the examination of major items ofexpenditure.

❖ To meet Statutory and internal Auditors periodically and discuss their findings, suggestions andother related matters.

❖ To review the weaknesses in internal controls, if any, reported by the internal and Statutory Auditorsand report to the Board the recommendations relating thereto.

❖ To act as a link between the Statutory and internal Auditors and the Board of Directors.

❖ To recommend a change in the Auditors if in the opinion of the Committee the Auditors havefailed to discharge their duties adequately.

❖ To establish and review accounting policies.

❖ To ensure resources are conserved and tendencies for extravagance are avoided.

❖ To review financial statements before submission to the Board.

NON-EXECUTIVE DIRECTNON-EXECUTIVE DIRECTNON-EXECUTIVE DIRECTNON-EXECUTIVE DIRECTNON-EXECUTIVE DIRECTORSORSORSORSORS’’’’’ REMUNER REMUNER REMUNER REMUNER REMUNERAAAAATION:TION:TION:TION:TION:

To acknowledge the contribution of the Non-Executive Directors towards the growth of the organization,the Company during the year, has started the practice of paying sitting fees of Rs 15,000/- per meetingto all Non-Executive Directors for attending the meetings of the Board, Audit Committee andCompensation & Remuneration Committee. The details of the sitting fees paid to the Directors is asunder:

NameNameNameNameName Amount in Rs.Amount in Rs.Amount in Rs.Amount in Rs.Amount in Rs.

S Ramadorai 2,40,000

R Gopalakrishnan 90,000

P P Kadle 2,40,000

C Ramakrishnan 2,25,000

TTTTTotalotalotalotalotal 7,95,0007,95,0007,95,0007,95,0007,95,000

Only sitting fees have been paid to the Non-Executive Directors during the year. No commission hasbeen paid to any Non-Executive Director of the Company.



50

4.4.4.4.4. C C C C COMPENSAOMPENSAOMPENSAOMPENSAOMPENSATION AND REMUNERTION AND REMUNERTION AND REMUNERTION AND REMUNERTION AND REMUNERAAAAATION CTION CTION CTION CTION COMMITOMMITOMMITOMMITOMMITTEETEETEETEETEE

The Compensation and Remuneration Committee met five times during the year 2010-2011, on May 12,2010, July 20, 2010, October 14, 2010, October 25, 2010 and January 21, 2011.

Members of the Compensation Committee and number of meetings attended by each Director for thefinancial year 2010-11 are as follows:

NameNameNameNameName DesignationDesignationDesignationDesignationDesignation No of MeetingsNo of MeetingsNo of MeetingsNo of MeetingsNo of Meetings





Powers of the Compensation and Remuneration Committee:Powers of the Compensation and Remuneration Committee:Powers of the Compensation and Remuneration Committee:Powers of the Compensation and Remuneration Committee:Powers of the Compensation and Remuneration Committee:

(i) Deciding upon the remuneration of the Managing Director of the Company;

(ii) Supervising and administrating the Employee Stock Option Plan and ensuring that suitable policiesand systems are in place to comply with the guidelines issued by the Securities and ExchangeBoard of India or any other appropriate authority in connection with the said Scheme.

The quorum of the meetings is either two members or one third of the members of the Committee,whichever is higher.

Re-appointment of Managing Director:Re-appointment of Managing Director:Re-appointment of Managing Director:Re-appointment of Managing Director:Re-appointment of Managing Director:

The shareholders in their meeting held on July 20, 2010 had accorded their consent for the reappointmentof Mr Patrick McGoldrick as Managing Director of the Company, subject to the approval of the CentralGovernment. Subsequently, the Central Government vide letter datedFebruary 28, 2011 has approved the reappointment of Mr McGoldrick as the Managing Director of theCompany for the period September 01, 2010 to September 08, 2014.

TTTTTerererererms of appms of appms of appms of appms of appoinoinoinoinointmentmentmentmentment and pat and pat and pat and pat and paymenymenymenymenyment of rt of rt of rt of rt of remuneremuneremuneremuneremuneraaaaation ttion ttion ttion ttion to the Mo the Mo the Mo the Mo the Managing Danaging Danaging Danaging Danaging Diririririrececececectttttororororor,,,,, Mr P Mr P Mr P Mr P Mr Paaaaatrtrtrtrtrick Mick Mick Mick Mick McGcGcGcGcGoldroldroldroldroldrick inick inick inick inick inTTTTTaaaaata ta ta ta ta TTTTTechnoloechnoloechnoloechnoloechnologies Limgies Limgies Limgies Limgies Limtttttededededed,,,,, is as under is as under is as under is as under is as under:::::

Period of Appointment September 01, 2010 to September 08, 2014

Salary Up to a maximum of Rs 4,00,000/- per month.

Incentive Remuneration Up to 200% of salary, to be paid at the discretion of the Board.

Perquisites and Allowances Provision of hotel accommodation and chauffeur driven car duringhis stay in India. All expenses in connection with the Company’sofficial business are paid by the Company.

Minimum Remuneration Salary, incentive remuneration as specified above.

Notice period on either side Agreement can be terminated by either party by giving three monthsnotice or the Company paying three months salary in lieu of notice.

Employee stock options granted to employees during the year and the remuneration paid to theManaging Director are contained in separate sections of the Annual Report. Readers are advised to referto the same.

5.5.5.5.5. OTHER KEY BOARD AND MANAGEMENT COMMITTEESOTHER KEY BOARD AND MANAGEMENT COMMITTEESOTHER KEY BOARD AND MANAGEMENT COMMITTEESOTHER KEY BOARD AND MANAGEMENT COMMITTEESOTHER KEY BOARD AND MANAGEMENT COMMITTEES

Apart from the Audit Committee and the Compensation and Remuneration Committee, the Companyhas the following committees of the Board:

a. Committee of Directors: Committee of Directors: Committee of Directors: Committee of Directors: Committee of Directors: Mr P P Kadle, Mr C Ramakrishnan and Mr P R McGoldrick, Directors are themembers of the Committee. The Committee was constituted by the Board in its meeting on March09, 2001 for carrying out certain functions pertaining to the day-to-day operations of the Company.The powers of the Committee broadly include, evaluation and negotiation of facility agreements

51

for availing working capital facilities within the specified limits and providing necessary

authorizations for the same, authorization for signing and executing relevant documents for

availing the facility, opening and closing of bank accounts, authorization for creating charges onthe current assets of the Company, authorization for providing comfort letters or corporate

guarantees to banks or financial institutions for funding of Company’s subsidiaries, transfer of

amounts to and from the Company’s Provident Fund, appointment of additional/substituteattorneys, entering into agreement(s) with business partner(s), etc.

b. Stock Allotment Committee: Stock Allotment Committee: Stock Allotment Committee: Stock Allotment Committee: Stock Allotment Committee: The Board had constituted the Stock Allotment Committee to carry

out certain functions in connection with the offer of Company’s shares to employees of Company’ssubsidiaries on private placement basis. Mr Praveen Kadle, Director, Mr Patrick McGoldrick, Managing

Director and Mr Warren Harris, President and COO, are the three members of the Committee. The

role of the Committee primarily is to finalize/approve letter of offer for private placement of sharesto employees of Company’s subsidiaries, to determine the employees who will be eligible to

participate, allotment of shares, to obtain annual valuation of shares, etc. The Committee is also

responsible to provide supervision, approval, direction, recommendation with respect to theEmployee Stock Purchase Programme (ESPP) as implemented by the Tata Technologies Limited

Employees Stock Option Trust and to approve the implementation/transaction documents related

to the ESPP and also to remove any difficulty or question that may arise in the implementation ofthe ESPP scheme.

c. ExExExExExecutivecutivecutivecutivecutive Ce Ce Ce Ce Committommittommittommittommittee:ee:ee:ee:ee: To provide more effective decision making, the Boards of Tata Technologies

Ltd and Tata Technologies Pte Ltd have formed a management committee consisting of Mr PraveenKadle, Director, Mr Patrick McGoldrick, Managing Director and Mr Warren Harris, President and COO.

6.6.6.6.6. MANAGEMENT OF BUSINESS ETHICSMANAGEMENT OF BUSINESS ETHICSMANAGEMENT OF BUSINESS ETHICSMANAGEMENT OF BUSINESS ETHICSMANAGEMENT OF BUSINESS ETHICS

Tata Technologies has adopted the Tata Code of Conduct ( TCOC). The Code of Conduct upholds thehighest standards of corporate and personal conduct and is the guiding force on the ethical conduct

behind every Tata Company, no matter what business they are in. It establishes the code of ethics that

governs all Tata ventures, new and old. The Code of Conduct is communicated to the organization’spartners/suppliers through interaction with them. Company established procedures to deploy TCOC

across the organization which promotes and ensures ethical behavior in all stakeholder interactions.

The TCOC is disseminated through presentations, circulation of “Code” through various processes suchas at the time of employee induction (joining), highlighting the same in posters at strategic locations

“Employee Handbook” and a dedicated section as “Management of Business Ethics” on the intranet portal

of the Company. To obtain a uniform measurable deployment of the TCOC across all employees andcontractors of Tata Technologies, whereever they might exist globally, the Company created a specifically

tailored training program on TCOC using ‘iGETIT®’. This training program had been added to each

employee’s ‘Learning Path’. The tool not only effectively tracks the number of employees who hadundergone the training program but also monitors time taken on the program and each individual’s

score.

The Company has a committee on Prevention of Sexual Harassment (POSH) and a Whistle Blower policyin place. The Whistle Blower Policy was adopted in February 2007 in extension of the Tata Code of

Conduct (TCOC). Any actual or potential violation of the Code of Conduct, howsoever insignificant or as

such, would be a matter of serious concern for the Company. Whistle Blower policy has been establishedto provide a mechanism for employees of the Company to approach the Ethics Counselor/Chairman of

the Audit Committee of the Company to report any concerns. The Policy has been communicated to all

the employees of the Company.

Possibility of breach of ethical behavior can be reported by various means to the Ethics Counsel suchas by post, mail or phone calls. A dedicated email account [email protected]@[email protected]@[email protected] is availableboth at the intranet and internet sites for the stakeholders to report any ethical breach. These are thenmanaged by a well laid process. The required actions are implemented through the support functionssuch as HR, Finance and Legal. Results are reported to the Chief Ethics Counselor on a quarterly basisand are reviewed by the Audit Committee. Apart from encouraging people to report ethical violations,



52

the Company is also trying to establish a culture to report examples of good ethical behavior ofemployees to bring in ethical positivity at the work place.

The organization structure for the Management of Business Ethics (MBE) in the Company comprises:

a. Ethics Committee

b. Chief Ethics Counselor

c. Ethics Counselor and

d. Chairperson–Prevention of Sexual Harassment (POSH)

The Company has received 14 complaints during the year. One of them was under POSH and all thecomplaints recieved, except which are in progress, were closed. The Ethics Committee has conductedvarious activities during the year including Ethics Day & Pledge, MBE Awareness Workshop, Customerfeedback on Ethical behavior of Company’s employees etc.

7.7.7.7.7. RISK MANAGEMENTRISK MANAGEMENTRISK MANAGEMENTRISK MANAGEMENTRISK MANAGEMENT

The Company is committed to having a reliable risk management system. The Management is accountablefor integration of the risk management practices into day to day activities of Company. Different typesof business risks are identified by the top management team and along with risk scores and mitigationmeasures are reported to the Audit Committee. The Audit Committee periodically reviews the policieson risk assessment and risk management, guidelines to govern the process and the major financial riskexposures and the steps undertaken to control them. Readers are requested to refer the ManagementDiscussion and Analysis Report for more details.

8 .8 .8 .8 .8 . SUBSIDIARSUBSIDIARSUBSIDIARSUBSIDIARSUBSIDIARY CY CY CY CY COMPOMPOMPOMPOMPANIESANIESANIESANIESANIES

The Company as on March 31, 2011 had 8 subsidiaries. The details are mentioned elsewhere in the AnnualReport. The minutes and resolutions of all the subsidiaries are periodically placed before the Board ofDirectors of the Company. The attention of the Board is drawn to all significant transactions andarrangements entered into by the subsidiary companies. The following Board meetings of subsidiarycompanies were held during the year:

Name of theName of theName of theName of theName of the Tata Tata Tata INCAT INCAT Tata Tata TataSubsidiarySubsidiarySubsidiarySubsidiarySubsidiary Technologies Technologies Technologies International GmbH, Technologies Technologies TechnologiesCompanyCompanyCompanyCompanyCompany Pte Ltd, (Thailand) Ltd, Europe Ltd, Plc., UK Germany Inc., USA de Mexico SA (Canada) Inc.,

Singapore Thailand UK de CV, Mexico Canada

Dates of BoardDates of BoardDates of BoardDates of BoardDates of Board 11-May-10 7-May-10 9-Mar-11 9-Mar-11 N/A N/A 24-Aug-10 N/AMeetings heldMeetings heldMeetings heldMeetings heldMeetings held and 22-May-11during the yearduring the yearduring the yearduring the yearduring the year

The updates of major decisions of the subsidiary companies are regularly presented before the AuditCommittee and the Board. Following are the key points of subsidiaries which are regularly taken up inthe Board meetings:

� Nomination of Directors on Board of each subsidiary

� Minutes of all the meeting of subsidiaries held between two Board meetings

� Major dealings of subsidiaries’ investment, fixed assets, loans etc.

� Compliance by subsidiaries with applicable laws of the country; and

� Business plan of each subsidiary and its periodic update to the Company’s Board.

53

9.9.9.9.9. GENERAL BODY MEETINGSGENERAL BODY MEETINGSGENERAL BODY MEETINGSGENERAL BODY MEETINGSGENERAL BODY MEETINGS

The details of the General Meetings held in the last three years are as follows:

Financial yearFinancial yearFinancial yearFinancial yearFinancial year AGM/EGMAGM/EGMAGM/EGMAGM/EGMAGM/EGM VenueVenueVenueVenueVenue TimeTimeTimeTimeTime DateDateDateDateDate

2009-10 16th AGM 25 , Rajiv Gandhi Infotech Park, 3:30 p.m. July 20, 2010Hinjawadi, Pune -411057

2009-10 EGM Board Room, 1st Floor,Tata Capital Ltd, One Forbes, 4 p.m. March 05, 2010Dr V B Gandhi Marg,Mumbai- 400 023

2008-09 15th AGM 25 , Rajiv Gandhi Infotech Park, 3:30 p.m. July 20, 2009Hinjawadi, Pune -411057

2007-08 14th AGM 25, Rajiv Gandhi Infotech Park, 11 a.m. July 21, 2008Hinjawadi, Pune - 411057

2007-08 EGM Bombay House Auditorum, 2 p.m. February 28, 2008Bombay House,24, Homi Mody Street,Mumbai - 400 001.

The details of Special Resolutions passed in the General Meetings in the last three years are as follows:

AGM/EGMAGM/EGMAGM/EGMAGM/EGMAGM/EGM DateDateDateDateDate Special ResolutionsSpecial ResolutionsSpecial ResolutionsSpecial ResolutionsSpecial Resolutions

EGM March 05, 2010 i. Reduction of Securities Premium Accountii. Private placement of shares

EGM February 28, 2008 i. Issue of Equity Shares on Preferential allotment/Private Placement

ii. Employee Stock Purchase Scheme

No Special resolutions were passed in the 14th, 15th and the 16th Annual General Meetings of the Company.

The resolutions were passed by show of hands and none of the resolutions was passed by way of poll.

Attendance of the Directors at the last AGM held on July 20, 2010:

Name of the DirectorName of the DirectorName of the DirectorName of the DirectorName of the Director Attendance at the last AGMAttendance at the last AGMAttendance at the last AGMAttendance at the last AGMAttendance at the last AGM

S Ramadorai Yes

R Gopalakrishnan Yes

P P Kadle Yes

C Ramakrishnan Yes

P R McGoldrick Yes

10.10.10.10.10. DISCLOSURESDISCLOSURESDISCLOSURESDISCLOSURESDISCLOSURES

10.1 Disclosures on materially significant related party transactions i.e. transactions of the Company ofmaterial nature, with its promoters, the Directors or Management or their relatives, etc. that mayhave potential conflict with the interests of the Company at large:

The particulars of transactions between the Company and the ‘Related Parties’ are mentioned atpoint no. 12.3.r of Notes to Accounts mentioned elsewhere in the Annual Report. None of thesetransactions are likely to have any conflict with the Company’s interest.

10.2 Details of the non-compliance by the Company, penalties or strictures imposed on the Companyby any statutory authority on any matter related to the capital markets during the past threeyears – NIL.



54

10.3 The Certification by the Managing Director (CEO) and Chief Financial Officer (CFO), to the Board,on the true and fair view of the Financial Statements for the year ended March 31, 2011 is annexedhereto.

11.11.11.11.11. GENERGENERGENERGENERGENERAL SHAREHOLDER INFORMAAL SHAREHOLDER INFORMAAL SHAREHOLDER INFORMAAL SHAREHOLDER INFORMAAL SHAREHOLDER INFORMATIONTIONTIONTIONTION

11.111.111.111.111.1 RRRRRegistregistregistregistregistrar and Sar and Sar and Sar and Sar and Sharharharharhare e e e e TTTTTrrrrransfansfansfansfansfer Aer Aer Aer Aer Agengengengengents:ts:ts:ts:ts: Investors are requested to take note of the contact details ofthe Registrars and Share Transfer Agents of the Company, M/s TSR Darashaw Ltd:

TSR Darashaw LtdTSR Darashaw LtdTSR Darashaw LtdTSR Darashaw LtdTSR Darashaw Ltd6-10 Haji Moosa Patrawala Industrial Estate,20, Dr. E. Moses Road, Mahalaxmi, Mumbai- 400011TTTTTel:el:el:el:el: +91 22 66568484Fax: Fax: Fax: Fax: Fax: +91 22 66568494Email: Email: Email: Email: Email: [email protected]: www.tsrdarashaw.com

11.211.211.211.211.2 SSSSSharharharharhare e e e e TTTTTrrrrransfansfansfansfansfer Ser Ser Ser Ser Syyyyystststststem:em:em:em:em: The share transfers received for transferring physical share certificates areprocessed by the Registrar and Transfer Agents of the Company. The Board ratifies such transferson a periodical basis.

11.311.311.311.311.3 Dematerialisation of Shares: Dematerialisation of Shares: Dematerialisation of Shares: Dematerialisation of Shares: Dematerialisation of Shares: The Company has dematerialized its Equity Shares with CDSL andNSDL and the Company’s ISIN is INE142M01017. The share transfers of dematerialized shares canbe made through your Depository Participant.

11.411.411.411.411.4 Investor Complaints: Investor Complaints: Investor Complaints: Investor Complaints: Investor Complaints: A total of 323 investor complaints/queries were received and closed duringthe year 2010-11.

11.511.511.511.511.5 Unclaimed and Unpaid Dividends: Unclaimed and Unpaid Dividends: Unclaimed and Unpaid Dividends: Unclaimed and Unpaid Dividends: Unclaimed and Unpaid Dividends: In case of non receipt/non encashment of the dividend payments,members are requested to write to the Company’s Registrars and Transfer Agents on plain paper.As per the provisions of Section 205A read with Section 205C of the Companies Act, 1956, theCompany is required to transfer the unpaid and unclaimed dividends, matured deposits, redeemeddebentures and interest accrued thereon remaining unclaimed and unpaid for a period of 7 yearsfrom the date they became due for payment, to the Investor Education and Protection Fund (IEPF)set up by the Central Government. Hence, the Company needs to transfer the unpaid/unclaimeddividends to the IEPF after the period of seven years, as per the provisions of the Act and therules made there under.

Given below are the indicative dates for transfer of unclaimed and unpaid dividends to IEPF bythe Company:

Financial yearFinancial yearFinancial yearFinancial yearFinancial year DividendDividendDividendDividendDividend DividendDividendDividendDividendDividend Proposed Date ofProposed Date ofProposed Date ofProposed Date ofProposed Date of

RsRsRsRsRs Rate in %Rate in %Rate in %Rate in %Rate in % Payment DatePayment DatePayment DatePayment DatePayment Date TTTTTrrrrransfansfansfansfansfer ter ter ter ter to IEPFo IEPFo IEPFo IEPFo IEPF

2003-042003-042003-042003-042003-04 3.00 30.00 29/06/2004 04/08/2011

2004-052004-052004-052004-052004-05 3.00 30.00 27/06/2005 30/07/2012

2005-062005-062005-062005-062005-06 3.00 30.00 27/06/2006 31/07/2013

2006-072006-072006-072006-072006-07 2.00 20.00 28/06/2007 01/08/2014

2007-082007-082007-082007-082007-08 2.00 20.00 (Interim) 15/04/2008 20/05/2015

2007-082007-082007-082007-082007-08 2.00 20.00 (Final) 22/07/2008 03/09/2015

2008-092008-092008-092008-092008-09 3.00 30.00 (Interim) 30/03/2009 29/04/2016

2008-092008-092008-092008-092008-09 2.00 20.00 (Final) 21/07/2009 05/09/2016

2009-102009-102009-102009-102009-10 7.00 70.00 21/07/2010 05/09/2017

2010-112010-112010-112010-112010-11 7.00 70.00 (Interim) 01/02/2011 25/02/2018

*the indicative and the actual dates may vary.

The unclaimed dividend amounts for the financial years 2000-01, 2001-02 and 2002-03, have beentransferred to the Investor Education and Protection Fund as per the relevant provisions of theLaw.

55

No claim of the shareholders shall lie against the Company or the IEPF in respect of the amountstransferred to the IEPF. Investors of the Company who have not yet encashed their unclaimed/unpaid amounts are requested to do so at the earliest.

11.611.611.611.611.6 Shareholding Pattern as on March 31, 2011*Shareholding Pattern as on March 31, 2011*Shareholding Pattern as on March 31, 2011*Shareholding Pattern as on March 31, 2011*Shareholding Pattern as on March 31, 2011*

CategoryCategoryCategoryCategoryCategory No of ShareholdersNo of ShareholdersNo of ShareholdersNo of ShareholdersNo of Shareholders No of SharesNo of SharesNo of SharesNo of SharesNo of Shares % of the% of the% of the% of the% of thePaid-up CapitalPaid-up CapitalPaid-up CapitalPaid-up CapitalPaid-up Capital

Tata Motors Limited 1 30300600 81.20

Other Tata Entities 3 1849990 4.96

Directors 5 892000 2.39

Employees/Associates/Others 1863 4272665 11.45

TTTTTotalotalotalotalotal 18721872187218721872 3731525537315255373152553731525537315255 100100100100100

*Note: *Note: *Note: *Note: *Note: Pursuant to approval accorded by members of the Company at their EGM held on April 30, 2011, theCompany has allotted 37,46,505 (8.73% of total Equity Capital) and 18,73,253 (4.36% of total Equity Capital)fully paid Equity Shares at Rs 251.0072/- per share to, Alpha TC Holdings Pte. Ltd. and Tata Trustee CompanyLtd. - Trustee to Tata Capital Growth Fund-I respectively, on a preferential allotment basis, on May 16, 2011.

11.711.711.711.711.7 Distribution of Shareholding as on March 31, 2011Distribution of Shareholding as on March 31, 2011Distribution of Shareholding as on March 31, 2011Distribution of Shareholding as on March 31, 2011Distribution of Shareholding as on March 31, 2011

Range of SharesRange of SharesRange of SharesRange of SharesRange of Shares ShareholdersShareholdersShareholdersShareholdersShareholders SharesSharesSharesSharesShares

NumberNumberNumberNumberNumber %%%%% NumberNumberNumberNumberNumber %%%%%

1 - 100 179 9.56 14324 0.04

101 - 500 798 42.63 223125 0.60

501 - 1000 509 27.19 386506 1.04

1001 - 5000 304 16.24 727089 1.95

5001 - 10000 43 2.30 296047 0.79

Above 10000 39 2.08 35668164 95.58

TTTTTotalotalotalotalotal 18721872187218721872 100100100100100 3731525537315255373152553731525537315255 100100100100100

11.811.811.811.811.8 FFFFFrrrrrequnequnequnequnequntly asktly asktly asktly asktly asked Qed Qed Qed Qed Questions :uestions :uestions :uestions :uestions : Members are requested to refer the detailed FAQ on generalshareholder queries and Dematerialisation given elsewhere in this Report.

ADDRESS FOR CORRESPONDENCE:ADDRESS FOR CORRESPONDENCE:ADDRESS FOR CORRESPONDENCE:ADDRESS FOR CORRESPONDENCE:ADDRESS FOR CORRESPONDENCE:The correspondence to be addressed to the Corporate Registered Office at:TTTTTaaaaata ta ta ta ta TTTTTechnoloechnoloechnoloechnoloechnologies Ltgies Ltgies Ltgies Ltgies LtdddddPlot No 25, Rajiv Gandhi Infotech ParkHinjawadi, Pune – 411 057, India.TTTTTel:el:el:el:el: +91 20 6652 9090Fax: Fax: Fax: Fax: Fax: + 91 20 6652 9035Email: Email: Email: Email: Email: [email protected]:e:e:e:e: www.tatatechnologies.com

CCCCCOMPOMPOMPOMPOMPANY SECRETANY SECRETANY SECRETANY SECRETANY SECRETARARARARARYYYYYAnubhav KapoorAnubhav KapoorAnubhav KapoorAnubhav KapoorAnubhav KapoorGeneral Counsel and Company SecretaryTata Technologies Ltd.Plot No 25, Rajiv Gandhi Infotech ParkHinjawadi, Pune - 411 057, IndiaTTTTTel:el:el:el:el: + 91 20 6652 9090Fax: Fax: Fax: Fax: Fax: + 91 20 6652 9035Email:Email:Email:Email:Email: [email protected]



56

ANNUANNUANNUANNUANNUAL DECLAL DECLAL DECLAL DECLAL DECLARARARARARAAAAATION BY TION BY TION BY TION BY TION BY THE CEO ON ADHERENCE THE CEO ON ADHERENCE THE CEO ON ADHERENCE THE CEO ON ADHERENCE THE CEO ON ADHERENCE TTTTTO O O O O THE THE THE THE THE TTTTTAAAAATTTTTA CA CA CA CA CODE OF CODE OF CODE OF CODE OF CODE OF CONDUCTONDUCTONDUCTONDUCTONDUCT

I confirm that Tata Technologies Limited has adopted the Tata Code of Conduct and the same is available onthe Company’s website www.tatatechnologies.com.

I also confirm that, all the Directors and the Senior Management Personnel of Tata Technologies Limited haveaffirmed compliance to the Tata Code of Conduct, as applicable to them for the Financial Year ended March 31,2011.

Sd/-Sd/-Sd/-Sd/-Sd/-Patrick McGoldrickPatrick McGoldrickPatrick McGoldrickPatrick McGoldrickPatrick McGoldrickManaging Director, Tata Technologies Limited

Date: June 6, 2011Place: Pune

CEO AND CFO CERCEO AND CFO CERCEO AND CFO CERCEO AND CFO CERCEO AND CFO CERTIFICTIFICTIFICTIFICTIFICAAAAATETETETETE

We, Patrick McGoldrick, Chief Executive Officer (CEO) and Samrat Gupta, Chief Financial Officer (CFO) herebycertify that the financial statements of the Company and its subsidiaries/Joint ventures for the year ended on31st March, 2011 do not contain any false or misleading statement or figures and do not omit any materialfact which may make the statements or figures contained therein misleading to the best of our knowledgeand belief.

Sd/-Sd/-Sd/-Sd/-Sd/- Sd/-Sd/-Sd/-Sd/-Sd/-Patrick McGoldrickPatrick McGoldrickPatrick McGoldrickPatrick McGoldrickPatrick McGoldrick Samrat GuptaSamrat GuptaSamrat GuptaSamrat GuptaSamrat GuptaManaging Director, Tata Technologies Limited Chief Financial Officer

Date: April 30, 2011Place: Pune

57

AUDITORS’ REPORTAUDITORS’ REPORTAUDITORS’ REPORTAUDITORS’ REPORTAUDITORS’ REPORT

TTTTTO O O O O THE MEMBERS OF THE MEMBERS OF THE MEMBERS OF THE MEMBERS OF THE MEMBERS OF TTTTTAAAAATTTTTA A A A A TECHNOLTECHNOLTECHNOLTECHNOLTECHNOLOGIES LIMITEDOGIES LIMITEDOGIES LIMITEDOGIES LIMITEDOGIES LIMITED

1. We have audited the attached Balance Sheet of TTTTTAAAAATTTTTA A A A A TECHNOLTECHNOLTECHNOLTECHNOLTECHNOLOGIES LIMITEDOGIES LIMITEDOGIES LIMITEDOGIES LIMITEDOGIES LIMITED (“the Company”) as at 31stMarch, 2011, the Profit and Loss Account and the Cash Flow Statement of the Company for the year endedon that date, both annexed thereto. These financial statements are the responsibility of the Company’sManagement. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. ThoseStandards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatements. An audit includes examining, on a test basis, evidencesupporting the amounts and the disclosures in the financial statements. An audit also includes assessingthe accounting principles used and the significant estimates made by the Management, as well as evaluatingthe overall financial statement presentation. We believe that our audit provides a reasonable basis for ouropinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 (CARO) issued by the Central Government interms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the mattersspecified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

(a) we have obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purposes of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company so far asit appears from our examination of those books;

(c) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this reportare in agreement with the books of account;

(d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt withby this report are in compliance with the Accounting Standards referred to in Section 211(3C) of theCompanies Act, 1956;

(e) in our opinion and to the best of our information and according to the explanations given to us, thesaid accounts give the information required by the Companies Act, 1956 in the manner so required andgive a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

(ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on thatdate and

(iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on thatdate.

5. On the basis of the written representations received from the Directors as on 31st March, 2011 taken onrecord by the Board of Directors, none of the Directors is disqualified as on 31st March, 2011 from beingappointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

For DELOITTE HASKINS & SELLSFor DELOITTE HASKINS & SELLSFor DELOITTE HASKINS & SELLSFor DELOITTE HASKINS & SELLSFor DELOITTE HASKINS & SELLSChartered Accountants

Registration No.117366W

Hemant JoshiPartner

Membership No. 38019

Place : Pune,Date : April 30, 2011



58

(i) Having regard to the nature of the Company’s business/activities clauses (i)(c), (vi), (viii), (xii), (xiii), (xiv), (xix),(xx) of CARO are not applicable.

(ii) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative detailsand situation of the fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with aregular programme of verification which, in our opinion, provides for physical verification of all thefixed assets at reasonable intervals. According to the information and explanation given to us, nomaterial discrepancies were noticed on such verification.

(iii) In respect of its inventory:

(a) As explained to us, the inventories were physically verified during the year by the Management atreasonable intervals.

(b) In our opinion and according to the information and explanation given to us, the procedures ofphysical verification of inventories followed by the Management were reasonable and adequate inrelation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company hasmaintained proper records of its inventories and no material discrepancies were noticed on physicalverification.

(iv) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms orother parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

(v) In our opinion and according to the information and explanations given to us, and having regard to theexplanations that some of the items purchased are of a special nature and suitable alternative sources arenot readily available for obtaining comparable quotations, there is an adequate internal control systemscommensurate with the size of the Company and the nature of its business with regard to purchase ofinventory, fixed assets and for the sale of goods and services. During the course of our audit, we have notobserved any major weakness in such internal control systems.

(vi) To the best of our knowledge and belief and according to the information and explanations given to usthere are no contracts or arrangements with companies, firms or other parties covered in the registermaintained under section 301 of the Companies Act, 1956.

(vii) In our opinion, the Company has an adequate internal audit system commensurate with the size and thenature of its business.

(viii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed dues, including Provident Fund,Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales Tax, WealthTax, Service Tax, Custom Duty, Cess and other material statutory dues applicable to it with theappropriate authorities.

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Cessand other material statutory dues in arrears as at 31st March, 2011 for a period of more than sixmonths from the date they became payable.

ANNEXURE ANNEXURE ANNEXURE ANNEXURE ANNEXURE TTTTTO O O O O THE ATHE ATHE ATHE ATHE AUDITUDITUDITUDITUDITORSORSORSORSORS’’’’’ REPOR REPOR REPOR REPOR REPORTTTTT(Referred to in paragraph 3 of our report of even date)(Referred to in paragraph 3 of our report of even date)(Referred to in paragraph 3 of our report of even date)(Referred to in paragraph 3 of our report of even date)(Referred to in paragraph 3 of our report of even date)

59

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty and Cess which havenot been deposited as on 31st March, 2011 on account of disputes are given below:

StatuteStatuteStatuteStatuteStatute Nature of DuesNature of DuesNature of DuesNature of DuesNature of Dues Forum whereForum whereForum whereForum whereForum where Period to whichPeriod to whichPeriod to whichPeriod to whichPeriod to which Amount involvedAmount involvedAmount involvedAmount involvedAmount involvedDispute isDispute isDispute isDispute isDispute is the amountthe amountthe amountthe amountthe amount (Rs. in lakhs)(Rs. in lakhs)(Rs. in lakhs)(Rs. in lakhs)(Rs. in lakhs)pendingpendingpendingpendingpending relatesrelatesrelatesrelatesrelates

Income Tax Act’ Income Tax Commissioner 2009-10 11.471961 of Income Tax

(Appeals)

Central Sales Tax, Sales Tax Deputy 1997-98 2.651956 Commissioner

of Sales Tax(Appeals)

Sales Tax Deputy 1998-99 44.82Commissionerof Sales Tax(Appeals)

Sales Tax Deputy 2003-04 0.25Commissionerof Sales Tax(Appeals)

Finance Act, Service Tax Commissioner 2003-06 72.781994 (Service Tax (Appeals)Provisions)

Service Tax Commissioner 2004-06 29.30(Appeals)

Service Tax Commissioner 2008-09 211.66(Appeals)

(ix) The Company does not have accumulated losses. The Company has not incurred cash losses during thefinancial year covered by our audit and in the immediately preceding financial year.

(x) In our opinion and according to the information and explanations given to us, the Company has notdefaulted in the repayment of dues to financial institutions, banks or debenture holders.

(xi) In our opinion and according to the information and explanations given to us, the terms and conditionsof the guarantees given by the Company for loans taken by others from banks and financial institutionsare not prima facie prejudicial to the interests of the Company.

(xii) In our opinion and according to the information and explanations given to us, the term loans have beenapplied for the purposes for which they were obtained.

(xiii) In our opinion and according to the information and explanations given to us and on an overallexamination of the Balance Sheet, we report that funds raised on short-term basis have not been usedduring the year for long- term investment.

(xiv) According to the information and explanations given to us, during the period covered by our auditreport, the Company has not made preferential allotment of equity shares to parties and companiescovered in the register maintained under Section 301 of the Companies Act, 1956.

(xv) To the best of our knowledge and according to the information and explanations given to us, no fraudby the Company and no fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLSDELOITTE HASKINS & SELLSDELOITTE HASKINS & SELLSDELOITTE HASKINS & SELLSDELOITTE HASKINS & SELLSChartered Accountants

Registration No.117366W

Hemant JoshiPartner

Membership No. 38019

Place : Pune,Date : April 30, 2011



60

in Rs lakhs.

Schedule Mar 31, 2011Mar 31, 2011Mar 31, 2011Mar 31, 2011Mar 31, 2011 Mar 31, 2010

SOURCES OF FUNDSSOURCES OF FUNDSSOURCES OF FUNDSSOURCES OF FUNDSSOURCES OF FUNDS

SHAREHOLDERS’ FUNDSSHAREHOLDERS’ FUNDSSHAREHOLDERS’ FUNDSSHAREHOLDERS’ FUNDSSHAREHOLDERS’ FUNDS

Share Capital 1 3,731.533,731.533,731.533,731.533,731.53 3,724.46

Reserves and Surplus 2 40,355.0540,355.0540,355.0540,355.0540,355.05 35,661.78

44,086.5844,086.5844,086.5844,086.5844,086.58 39,386.24

LOAN FUNDSLOAN FUNDSLOAN FUNDSLOAN FUNDSLOAN FUNDS

Secured Loans 3 122.30122.30122.30122.30122.30 39.85

Unsecured Loans 4 4,844.694,844.694,844.694,844.694,844.69 4,052.71

4,966.994,966.994,966.994,966.994,966.99 4,092.56

DEFERRED DEFERRED DEFERRED DEFERRED DEFERRED TTTTTAAAAAX LIABILITX LIABILITX LIABILITX LIABILITX LIABILITY (NETY (NETY (NETY (NETY (NET))))) ----- 163.86

(Note 3.a Schedule ‘12’ )

TOTAL FUNDS EMPLOYED 49,053.5749,053.5749,053.5749,053.5749,053.57 43,642.66

APPLICAPPLICAPPLICAPPLICAPPLICAAAAATION OF FUNDSTION OF FUNDSTION OF FUNDSTION OF FUNDSTION OF FUNDS

FIXED ASSETSFIXED ASSETSFIXED ASSETSFIXED ASSETSFIXED ASSETS

Gross Block 5 13,605.5813,605.5813,605.5813,605.5813,605.58 12,341.11

Less: Depreciation and amortisation 6,547.896,547.896,547.896,547.896,547.89 5,476.26

Net Block 7,057.697,057.697,057.697,057.697,057.69 6,864.85

Capital Work in Progress 134.75134.75134.75134.75134.75 62.16

7,192.447,192.447,192.447,192.447,192.44 6,927.01

INVESTMENTSINVESTMENTSINVESTMENTSINVESTMENTSINVESTMENTS 6 31,931.3431,931.3431,931.3431,931.3431,931.34 26,573.96

DEFERRED TAX ASSET (NET) 218.38218.38218.38218.38218.38 -

(Note 3.a of Schedule ‘12’ )

CURRENT ASSETCURRENT ASSETCURRENT ASSETCURRENT ASSETCURRENT ASSETS,S,S,S,S, L L L L LOOOOOANS AND ADANS AND ADANS AND ADANS AND ADANS AND ADVVVVVANCESANCESANCESANCESANCES

Sundry Debtors 7 6,375.716,375.716,375.716,375.716,375.71 5,865.16

Cash and Bank Balances 8 11,088.3711,088.3711,088.3711,088.3711,088.37 4,179.85

Loans and Advances 9 3,576.043,576.043,576.043,576.043,576.04 11,073.71

21,040.1221,040.1221,040.1221,040.1221,040.12 21,118.72

Less: CURRENT LIABILITIES AND PROVISIONS

Liabilities 10 8,341.728,341.728,341.728,341.728,341.72 7,181.96

Provisions 11 2,986.992,986.992,986.992,986.992,986.99 3,795.07

11,328.7111,328.7111,328.7111,328.7111,328.71 10,977.03

NET CURRENT ASSETSNET CURRENT ASSETSNET CURRENT ASSETSNET CURRENT ASSETSNET CURRENT ASSETS 9,711.419,711.419,711.419,711.419,711.41 10,141.69

TTTTTOOOOOTTTTTAL FUNDS APPLIEDAL FUNDS APPLIEDAL FUNDS APPLIEDAL FUNDS APPLIEDAL FUNDS APPLIED 49,053.5749,053.5749,053.5749,053.5749,053.57 43,642.66

Significant Accounting Policies and Notes to Accounts 12

Balance Sheet as at March 31, 2011Balance Sheet as at March 31, 2011Balance Sheet as at March 31, 2011Balance Sheet as at March 31, 2011Balance Sheet as at March 31, 2011

The Schedules referred to above and the notes thereon form an integral part of the Balance Sheet.

This is the Balance Sheet referred to in our report.

Samrat GuptaSamrat GuptaSamrat GuptaSamrat GuptaSamrat Gupta

Chief Financial Officer

Anubhav KapoorAnubhav KapoorAnubhav KapoorAnubhav KapoorAnubhav KapoorCompany Secretary

In terms of our report attached

For Deloitte Haskins & SellsDeloitte Haskins & SellsDeloitte Haskins & SellsDeloitte Haskins & SellsDeloitte Haskins & Sells

Chartered Accountants

Hemant JoshiHemant JoshiHemant JoshiHemant JoshiHemant JoshiPartner


For and on behalf of the Board

S RamadoraiS RamadoraiS RamadoraiS RamadoraiS Ramadorai Chairman

P R McGoldrickP R McGoldrickP R McGoldrickP R McGoldrickP R McGoldrick Managing Director

R GopalakrishnanR GopalakrishnanR GopalakrishnanR GopalakrishnanR Gopalakrishnan Director

P P KadleP P KadleP P KadleP P KadleP P Kadle Director

C RamakrishnanC RamakrishnanC RamakrishnanC RamakrishnanC Ramakrishnan Director


61

in Rs lakhs.

YYYYYear endedear endedear endedear endedear ended Year endedSchedule Mar 31, 2011Mar 31, 2011Mar 31, 2011Mar 31, 2011Mar 31, 2011 Mar 31, 2010


Income from Services A 42,250.2442,250.2442,250.2442,250.2442,250.24 34,293.03

Sale of Products B 7,017.597,017.597,017.597,017.597,017.59 3,945.55

Other Income C 1,206.691,206.691,206.691,206.691,206.69 941.77

50,474.5250,474.5250,474.5250,474.5250,474.52 39,180.35


Cost of Traded Items & Services D 5,641.115,641.115,641.115,641.115,641.11 3,085.66

AMC Charges E 295.15295.15295.15295.15295.15 337.86

Consultancy fees, Softwares and others F 4,706.354,706.354,706.354,706.354,706.35 2,708.07

Payroll and Related Expenses G 22,202.4822,202.4822,202.4822,202.4822,202.48 18,428.80

Communication Expenses H 291.95291.95291.95291.95291.95 338.44

Administration & Marketing Expenses I 2,830.582,830.582,830.582,830.582,830.58 2,345.18

Finance Charges J 169.41169.41169.41169.41169.41 170.82

Depreciation and amortisation 5 1,475.971,475.971,475.971,475.971,475.97 937.34

Bad Debts written off ----- 88.68

Provision / (Write back) for Bad and Doubtful debts 151.15151.15151.15151.15151.15 9.13

37,764.1537,764.1537,764.1537,764.1537,764.15 28,449.98

PRPRPRPRPROFIT / (LOFIT / (LOFIT / (LOFIT / (LOFIT / (LOSS) BEFORE OSS) BEFORE OSS) BEFORE OSS) BEFORE OSS) BEFORE TTTTTAAAAAXXXXX 12,710.3712,710.3712,710.3712,710.3712,710.37 10,730.37

Provision for Taxation

- Current Tax 3,800.003,800.003,800.003,800.003,800.00 3,034.36

- Tax for earlier year (412.00)(412.00)(412.00)(412.00)(412.00) -

- Deferred Tax charge / (credit) (382.24)(382.24)(382.24)(382.24)(382.24) 59.49

PRPRPRPRPROFIT / (LOFIT / (LOFIT / (LOFIT / (LOFIT / (LOSS) AFTER OSS) AFTER OSS) AFTER OSS) AFTER OSS) AFTER TTTTTAAAAAXXXXX 9,704.619,704.619,704.619,704.619,704.61 7,636.52

Balance Brought forward from Previous Year 9,365.639,365.639,365.639,365.639,365.63 5,564.59

PRPRPRPRPROFIT AOFIT AOFIT AOFIT AOFIT AVVVVVAILAILAILAILAILABLE FOR APPRABLE FOR APPRABLE FOR APPRABLE FOR APPRABLE FOR APPROPRIAOPRIAOPRIAOPRIAOPRIATIONSTIONSTIONSTIONSTIONS 19,070.2419,070.2419,070.2419,070.2419,070.24 13,201.11

APPRAPPRAPPRAPPRAPPROPRIAOPRIAOPRIAOPRIAOPRIATIONSTIONSTIONSTIONSTIONS

Dividend

- Interim Dividend 2,609.122,609.122,609.122,609.122,609.12 -

- Final Dividend 1,863.681,863.681,863.681,863.681,863.68 2,603.12

Tax on dividend 735.68735.68735.68735.68735.68 432.34

Transfer to General Reserve 1,000.001,000.001,000.001,000.001,000.00 800.00

Balance carried to Balance Sheet 12,861.7612,861.7612,861.7612,861.7612,861.76 9,365.65

19,070.2419,070.2419,070.2419,070.2419,070.24 13,201.11

E.P.S (Equity Shares, par Value Rs. 10 each) [note 3.b of Schedule ‘12’]

- Basic (in Rs.) 26.0426.0426.0426.0426.04 20.54

- Diluted (in Rs.) 25.9325.9325.9325.9325.93 20.41


Profit and Loss Account for the year ended March 31, 2011Profit and Loss Account for the year ended March 31, 2011Profit and Loss Account for the year ended March 31, 2011Profit and Loss Account for the year ended March 31, 2011Profit and Loss Account for the year ended March 31, 2011

The Schedules referred to above and the notes thereon form an integral part of the Profit & Loss Account.

This is the Profit & Loss Account referred to in our report.


















62

in Rs lakhs.YYYYYear endedear endedear endedear endedear ended Year ended

Mar 31, 2011Mar 31, 2011Mar 31, 2011Mar 31, 2011Mar 31, 2011 Mar 31, 2010CCCCCASH FLASH FLASH FLASH FLASH FLOOOOOW FRW FRW FRW FRW FROM OPEROM OPEROM OPEROM OPEROM OPERAAAAATING ATING ATING ATING ATING ACTIVITIESCTIVITIESCTIVITIESCTIVITIESCTIVITIES

Net Profit after Taxation 9,704.619,704.619,704.619,704.619,704.61 7,636.50Depreciation 1,475.971,475.971,475.971,475.971,475.97 937.34Disallowance of TDS Abroad 1.141.141.141.141.14 1.96Provision for Wealth Taxes 0.550.550.550.550.55 0.98Provision for Income Tax 3,800.003,800.003,800.003,800.003,800.00 3,034.36Provision for Deferred Tax (382.24)(382.24)(382.24)(382.24)(382.24) 59.49Dividend Income on Investment in mutual funds 115.01115.01115.01115.01115.01 33.21(Profit)/Loss on Sale of Fixed Assets (2.36)(2.36)(2.36)(2.36)(2.36) 0.75Interest Income (938.23)(938.23)(938.23)(938.23)(938.23) (703.91)Interest Expense 169.42169.42169.42169.42169.42 170.83Unrealised exchange Loss / (Gain) 114.89114.89114.89114.89114.89 617.93Effect of exchange differences on translation of foreign currency cash & cash equivalent (223.27)(223.27)(223.27)(223.27)(223.27) (50.31)Provision for Doubtful Debts 4.204.204.204.204.20 (77.26)Excess provision credited to Securities Premium Account 197.15197.15197.15197.15197.15 -Operating profit before Working Capital Changes 14,036.8414,036.8414,036.8414,036.8414,036.84 11,661.87Adjustments for :Debtors (867.54)(867.54)(867.54)(867.54)(867.54) (379.48)Loans & Advances to Employees (0.61)(0.61)(0.61)(0.61)(0.61) (69.87)Bills of Exchange ----- 452.69Advance to Supplier, Contractors & Others 467.25467.25467.25467.25467.25 113.02Deposits with Govt. Bodies & Others (1.82)(1.82)(1.82)(1.82)(1.82) 43.60Prepaid Expenses 56.2556.2556.2556.2556.25 (979.82)Sundry Creditors 130.25130.25130.25130.25130.25 1,860.28Advance & Progress Payments (28.66)(28.66)(28.66)(28.66)(28.66) 11.98Provision for Staff Welfare Expenses 28.4628.4628.4628.4628.46 (7.95)Advance Tax / Tax Deducted at Source (2,889.32)(2,889.32)(2,889.32)(2,889.32)(2,889.32) (3,482.56)NET CNET CNET CNET CNET CASH FLASH FLASH FLASH FLASH FLOOOOOW (USED W (USED W (USED W (USED W (USED IN)/GENERIN)/GENERIN)/GENERIN)/GENERIN)/GENERAAAAATED FRTED FRTED FRTED FRTED FROM OPEROM OPEROM OPEROM OPEROM OPERAAAAATING ATING ATING ATING ATING ACTIVITIESCTIVITIESCTIVITIESCTIVITIESCTIVITIES 10,931.1010,931.1010,931.1010,931.1010,931.10 9,223.76

CASH FLOW FROM INVESTING ACTIVITIESCASH FLOW FROM INVESTING ACTIVITIESCASH FLOW FROM INVESTING ACTIVITIESCASH FLOW FROM INVESTING ACTIVITIESCASH FLOW FROM INVESTING ACTIVITIES(Payment) /Refund of Loan to/from Subsidiary 652.47652.47652.47652.47652.47 657.26Dividend Received (115.01)(115.01)(115.01)(115.01)(115.01) (33.21)Interest Received 332.86332.86332.86332.86332.86 120.03Investment in Joint Venture (158.50)(158.50)(158.50)(158.50)(158.50) (98.50)Inter Corporate Deposits Placed (27,100.00)(27,100.00)(27,100.00)(27,100.00)(27,100.00) (22,900.00)Inter Corporate Deposits Refunded 32,600.0032,600.0032,600.0032,600.0032,600.00 21,600.00Interest received from Intercorporate Deposit 553.14553.14553.14553.14553.14 580.68Purchase of Mutual Fund (36,783.44)(36,783.44)(36,783.44)(36,783.44)(36,783.44) (31,004.93)Sale of Mutual funds 31,584.5631,584.5631,584.5631,584.5631,584.56 29,295.67Fixed Deposit with banks (net) having maturity over three months 3.523.523.523.523.52 (11.46)Proceeds from sale of Fixed Assets 19.2019.2019.2019.2019.20 19.55Payment for Purchase of Fixed Assets (758.36)(758.36)(758.36)(758.36)(758.36) (2,793.51)NET CNET CNET CNET CNET CASASASASASH FLH FLH FLH FLH FLOOOOOW (USED IN)/GENERW (USED IN)/GENERW (USED IN)/GENERW (USED IN)/GENERW (USED IN)/GENERAAAAATED FRTED FRTED FRTED FRTED FROM INVESTING AOM INVESTING AOM INVESTING AOM INVESTING AOM INVESTING ACTIVITIESCTIVITIESCTIVITIESCTIVITIESCTIVITIES 830.44830.44830.44830.44830.44 (4,568.42)

CASH FLOW FROM FINANCING ACTIVITIESCASH FLOW FROM FINANCING ACTIVITIESCASH FLOW FROM FINANCING ACTIVITIESCASH FLOW FROM FINANCING ACTIVITIESCASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of shares under ESOP Scheme including Premium 7.077.077.077.077.07 31.12Interest Paid (169.42)(169.42)(169.42)(169.42)(169.42) (170.83)Dividends Paid (including Dividend Tax) (6,054.32)(6,054.32)(6,054.32)(6,054.32)(6,054.32) (975.86)Proceeds from Short Term borrowings 1,061.441,061.441,061.441,061.441,061.44 11.72Proceeds from Long Term borrowing 130.51130.51130.51130.51130.51 20.26Repayment of Long Term borrowings (48.06)(48.06)(48.06)(48.06)(48.06) (56.26)NET CNET CNET CNET CNET CASH FLASH FLASH FLASH FLASH FLOOOOOW (USED IN)/GENERW (USED IN)/GENERW (USED IN)/GENERW (USED IN)/GENERW (USED IN)/GENERAAAAATED FRTED FRTED FRTED FRTED FROM FINANCING AOM FINANCING AOM FINANCING AOM FINANCING AOM FINANCING ACTIVITIESCTIVITIESCTIVITIESCTIVITIESCTIVITIES (5,072.78)(5,072.78)(5,072.78)(5,072.78)(5,072.78) (1,139.85)

NET INCREASE / (DECREASE) IN CNET INCREASE / (DECREASE) IN CNET INCREASE / (DECREASE) IN CNET INCREASE / (DECREASE) IN CNET INCREASE / (DECREASE) IN CASH & CASH & CASH & CASH & CASH & CASH EQUIVASH EQUIVASH EQUIVASH EQUIVASH EQUIVALENTALENTALENTALENTALENTSSSSS 6,688.766,688.766,688.766,688.766,688.76 3,515.49Cash & Cash equivalent at the close of the year as per Schedule 8 11,088.3611,088.3611,088.3611,088.3611,088.36 4,179.85Less: Bank Deposits with original maturity over three months for the year 24.4824.4824.4824.4824.48 27.99Cash & Cash equivalents at the beginning of the year as per Schedule 8 4,179.854,179.854,179.854,179.854,179.85 602.60Less: Bank Deposits with original maturity over three months for the previous year 27.9927.9927.9927.9927.99 16.54Effect of exchange rate changes on cash and cash equivalents (223.26)(223.26)(223.26)(223.26)(223.26) (50.31)

6,688.766,688.766,688.766,688.766,688.76 3,515.49

Cash Flow StatementCash Flow StatementCash Flow StatementCash Flow StatementCash Flow Statement
















63

in Rs lakhs.

SCHEDULE - ASCHEDULE - ASCHEDULE - ASCHEDULE - ASCHEDULE - A

YYYYYear endedear endedear endedear endedear ended Year ended

Mar 31, 2011Mar 31, 2011Mar 31, 2011Mar 31, 2011Mar 31, 2011 Mar 31, 2010

INCOME FROM SERVICESINCOME FROM SERVICESINCOME FROM SERVICESINCOME FROM SERVICESINCOME FROM SERVICES

Income from Services 42,250.2442,250.2442,250.2442,250.2442,250.24 34,293.03

42,250.2442,250.2442,250.2442,250.2442,250.24 34,293.03

SCHEDULE - BSCHEDULE - BSCHEDULE - BSCHEDULE - BSCHEDULE - B



SALE OF PRODUCTSSALE OF PRODUCTSSALE OF PRODUCTSSALE OF PRODUCTSSALE OF PRODUCTS

Traded Products 7,017.597,017.597,017.597,017.597,017.59 3,945.55

7,017.597,017.597,017.597,017.597,017.59 3,945.55

SCHEDULE - CSCHEDULE - CSCHEDULE - CSCHEDULE - CSCHEDULE - C



OTHER INCOMEOTHER INCOMEOTHER INCOMEOTHER INCOMEOTHER INCOME

Interest Income * 938.23938.23938.23938.23938.23 703.91

Commission Income 48.2348.2348.2348.2348.23 49.48

Foreign Currency Gain/(Loss) - (Net) 82.5582.5582.5582.5582.55 -

Miscellaneous Income 22.6722.6722.6722.6722.67 155.17

Dividend Income 115.01115.01115.01115.01115.01 33.21

1,206.691,206.691,206.691,206.691,206.69 941.77

* Tax deducted at source on interest is Rs.55.31 Lakhs (Rs.85.77 Lakhs in 2009-10)

SCHEDULE - DSCHEDULE - DSCHEDULE - DSCHEDULE - DSCHEDULE - D



COST OF TRADED GOODS & SERVICESCOST OF TRADED GOODS & SERVICESCOST OF TRADED GOODS & SERVICESCOST OF TRADED GOODS & SERVICESCOST OF TRADED GOODS & SERVICES

Purchase of Products for Sale

Cost of Products 5,641.115,641.115,641.115,641.115,641.11 3,085.66

5,641.115,641.115,641.115,641.115,641.11 3,085.66

SCHEDULES FORMING PSCHEDULES FORMING PSCHEDULES FORMING PSCHEDULES FORMING PSCHEDULES FORMING PARARARARART OF T OF T OF T OF T OF THE PRTHE PRTHE PRTHE PRTHE PROFIT AND LOFIT AND LOFIT AND LOFIT AND LOFIT AND LOSS AOSS AOSS AOSS AOSS ACCCCCCCCCCOUNTOUNTOUNTOUNTOUNT



64

in Rs lakhs.

SCHEDULE - ESCHEDULE - ESCHEDULE - ESCHEDULE - ESCHEDULE - E



AMC CHARGESAMC CHARGESAMC CHARGESAMC CHARGESAMC CHARGES

AMC Charges (Others) 295.15295.15295.15295.15295.15 337.86

295.15295.15295.15295.15295.15 337.86

SCHEDULE - FSCHEDULE - FSCHEDULE - FSCHEDULE - FSCHEDULE - F



CCCCCONSULONSULONSULONSULONSULTTTTTANCY FEES,ANCY FEES,ANCY FEES,ANCY FEES,ANCY FEES, SOFT SOFT SOFT SOFT SOFTWWWWWARES & OARES & OARES & OARES & OARES & OTHERSTHERSTHERSTHERSTHERS

Outsourcing Charges 3,533.073,533.073,533.073,533.073,533.07 1,887.66

Software-internal use 107.47107.47107.47107.47107.47 121.37

Consultancy Fees 788.54788.54788.54788.54788.54 624.40

Professional Fees 277.27277.27277.27277.27277.27 74.64

4,706.354,706.354,706.354,706.354,706.35 2,708.07

SCHEDULE - GSCHEDULE - GSCHEDULE - GSCHEDULE - GSCHEDULE - G



PPPPPAAAAAYRYRYRYRYROLL & RELOLL & RELOLL & RELOLL & RELOLL & RELAAAAATED EXPENSESTED EXPENSESTED EXPENSESTED EXPENSESTED EXPENSES

Salaries and Allowances 20,273.1620,273.1620,273.1620,273.1620,273.16 16,982.45

Superannuation 343.03343.03343.03343.03343.03 282.20

Provident Fund 757.47757.47757.47757.47757.47 584.22

Staff welfare Expenses 518.62518.62518.62518.62518.62 470.75

Gratuity 310.20310.20310.20310.20310.20 109.18

22,202.4822,202.4822,202.4822,202.4822,202.48 18,428.80

SCHEDULE - HSCHEDULE - HSCHEDULE - HSCHEDULE - HSCHEDULE - H



CCCCCOMMUNICOMMUNICOMMUNICOMMUNICOMMUNICAAAAATION EXPENSESTION EXPENSESTION EXPENSESTION EXPENSESTION EXPENSES

Telephone Expenses / Fax Charges 174.82174.82174.82174.82174.82 205.05

ISDN Charges 117.13117.13117.13117.13117.13 133.39

291.95291.95291.95291.95291.95 338.44


65

in Rs lakhs.

SCHEDULE - ISCHEDULE - ISCHEDULE - ISCHEDULE - ISCHEDULE - I



ADMINISTRADMINISTRADMINISTRADMINISTRADMINISTRAAAAATION & MARKETING EXPENSESTION & MARKETING EXPENSESTION & MARKETING EXPENSESTION & MARKETING EXPENSESTION & MARKETING EXPENSES

Expenses for Administration / Marketing

Repairs & Maintenance

- Buildings 16.5816.5816.5816.5816.58 38.30

- Plant & Machinery 7.257.257.257.257.25 3.55

- Others 147.42147.42147.42147.42147.42 124.36

Rent 171.87171.87171.87171.87171.87 173.16

Rates and Taxes 9.489.489.489.489.48 29.02

Provision for Wealth Tax 0.550.550.550.550.55 0.98

Insurance 26.5326.5326.5326.5326.53 23.68

Advertisement and Publicity 1.461.461.461.461.46 0.29

Business Promotion Expenses 82.6482.6482.6482.6482.64 43.08

Office Expenses 306.93306.93306.93306.93306.93 238.23

Travelling & Conveyance 1,187.171,187.171,187.171,187.171,187.17 794.19

Power & Fuel 153.95153.95153.95153.95153.95 131.97

Water Charges 30.8230.8230.8230.8230.82 18.66

Auditors Remuneration 28.8328.8328.8328.8328.83 29.38

Staff Training and Seminar Expenses 131.02131.02131.02131.02131.02 53.89

Staff Recruitment Expenses 123.66123.66123.66123.66123.66 35.87

Commision to Others 315.41315.41315.41315.41315.41 258.70

Foreign Currency (Gain)/Loss - (Net) ----- 252.92

Other Expenses 89.0189.0189.0189.0189.01 94.95

2,830.582,830.582,830.582,830.582,830.58 2,345.18

SCHEDULE - JSCHEDULE - JSCHEDULE - JSCHEDULE - JSCHEDULE - J



FINANCE CHARGESFINANCE CHARGESFINANCE CHARGESFINANCE CHARGESFINANCE CHARGES

Interest on Buyers Credit 40.0240.0240.0240.0240.02 -

Interest on PCFC Loan 125.40125.40125.40125.40125.40 158.66

Interest Expense - Others 3.993.993.993.993.99 12.16

169.41169.41169.41169.41169.41 170.82




66

in Rs lakhs.

SCHEDULE - 1SCHEDULE - 1SCHEDULE - 1SCHEDULE - 1SCHEDULE - 1 As atAs atAs atAs atAs at As atMar 31, 2011Mar 31, 2011Mar 31, 2011Mar 31, 2011Mar 31, 2011 Mar 31, 2010

SHARE CSHARE CSHARE CSHARE CSHARE CAPITAPITAPITAPITAPITALALALALAL

Authorised :Authorised :Authorised :Authorised :Authorised :-----

60,000,000 ordinary shares of Rs. 10/- each 6,000.006,000.006,000.006,000.006,000.00 6,000.00(P.Y. 60,000,000 ordinary shares of Rs. 10/- each)

700,000 0.01% Cumulative Non-participative Compulsorily convertible 70.0070.0070.0070.0070.00 70.00Preference Shares of Rs. 10/- each (P.Y. 700,000 0.01% CumulativeNon-participative Compulsorily convertible Preference Shares of Rs. 10/- each) 6,070.006,070.006,070.006,070.006,070.00 6,070.00

Issued, Subscribed and Paid-up :Issued, Subscribed and Paid-up :Issued, Subscribed and Paid-up :Issued, Subscribed and Paid-up :Issued, Subscribed and Paid-up :

37,315,255 equity shares of Rs. 10/- each (P.Y. 37,244,591 equity sharesof Rs. 10/- each) 3,731.533,731.533,731.533,731.533,731.53 3,724.46

3,731.533,731.533,731.533,731.533,731.53 3,724.46

Note:Note:Note:Note:Note:

30,300,600 equity shares are held by Tata Motors Limited, the holding company (P.Y.30,300,600 equity shares). Of the aboveshares, 2,000,000 (P.Y. 2,000,000) shares were allotted to Tata Motors Ltd. as fully paid pursuant to a contract, without paymentsbeing received in cash.


RESERVES AND SURPLUSRESERVES AND SURPLUSRESERVES AND SURPLUSRESERVES AND SURPLUSRESERVES AND SURPLUS

Securities PremiumSecurities PremiumSecurities PremiumSecurities PremiumSecurities Premium

As at the beginning of the year 20,896.6720,896.6720,896.6720,896.6720,896.67 25,537.93


Adjustments during the year * 689.99689.99689.99689.99689.99 (1,731.44)

Securities Premium identified for Consolidation adjustment * ----- (2,934.33)

21,636.8521,636.8521,636.8521,636.8521,636.85 20,896.67

Securities Premium identified for Consolidation adjustment *

As at the beginning of the year 2,934.332,934.332,934.332,934.332,934.33 -

Adjustment during the year (543.03)(543.03)(543.03)(543.03)(543.03) 2,934.33

2,391.302,391.302,391.302,391.302,391.30 2,934.33* Refer Note no 3.o of Schedule ‘12’

As at the end of the year 24,028.1524,028.1524,028.1524,028.1524,028.15 23,831.00

General ReservesGeneral ReservesGeneral ReservesGeneral ReservesGeneral Reserves


Additions during the year 1,000.001,000.001,000.001,000.001,000.00 800.00


Profit & Loss AccountProfit & Loss AccountProfit & Loss AccountProfit & Loss AccountProfit & Loss Account 12,861.7612,861.7612,861.7612,861.7612,861.76 9,365.63

40,355.0540,355.0540,355.0540,355.0540,355.05 35,661.78


SECURED LOANSSECURED LOANSSECURED LOANSSECURED LOANSSECURED LOANS

Vehicle Loans Vehicle Loans Vehicle Loans Vehicle Loans Vehicle Loans [Secured by hypothecation of vehicles]

- From Banks 65.8565.8565.8565.8565.85 33.53

- From Others 22.6222.6222.6222.6222.62 6.32

Other Loan 33.8333.8333.8333.8333.83 -

(Obligations under finance lease (Refer Note no 3. l . of Schedule ’12))

122.30122.30122.30122.30122.30 39.85

SCHEDULES FORMING PSCHEDULES FORMING PSCHEDULES FORMING PSCHEDULES FORMING PSCHEDULES FORMING PARARARARART OF T OF T OF T OF T OF THE BTHE BTHE BTHE BTHE BALALALALALANCE SHEETANCE SHEETANCE SHEETANCE SHEETANCE SHEET

67


SCHEDULE - 5SCHEDULE - 5SCHEDULE - 5SCHEDULE - 5SCHEDULE - 5

FIXED ASSETSFIXED ASSETSFIXED ASSETSFIXED ASSETSFIXED ASSETS in Rs lakhs.

Original Cost Depreciation and amortisation Net Book Value

As at Additions Deductions A s a tA s a tA s a tA s a tA s a t As at For the Deductions A s a tA s a tA s a tA s a tA s a t A s a tA s a tA s a tA s a tA s a t As atMar 31, M a r 3 1 ,M a r 3 1 ,M a r 3 1 ,M a r 3 1 ,M a r 3 1 , Mar 31, period ended M a r 3 1 ,M a r 3 1 ,M a r 3 1 ,M a r 3 1 ,M a r 3 1 , M a r 3 1 ,M a r 3 1 ,M a r 3 1 ,M a r 3 1 ,M a r 3 1 , Mar 31,

2010 2 0 1 12 0 1 12 0 1 12 0 1 12 0 1 1 2010 Mar 31, 2011 2 0 1 12 0 1 12 0 1 12 0 1 12 0 1 1 2 0 1 12 0 1 12 0 1 12 0 1 12 0 1 1 2010

Leasehold Land 409.35 - - 4 0 9 . 3 54 0 9 . 3 54 0 9 . 3 54 0 9 . 3 54 0 9 . 3 5 40.50 4.31 - 4 4 . 8 14 4 . 8 14 4 . 8 14 4 . 8 14 4 . 8 1 3 6 4 . 5 43 6 4 . 5 43 6 4 . 5 43 6 4 . 5 43 6 4 . 5 4 368.85

Buildings 2,218.12 57.16 - 2 , 2 7 5 . 2 82 , 2 7 5 . 2 82 , 2 7 5 . 2 82 , 2 7 5 . 2 82 , 2 7 5 . 2 8 471.95 93.93 - 5 6 5 . 8 85 6 5 . 8 85 6 5 . 8 85 6 5 . 8 85 6 5 . 8 8 1 , 7 0 9 . 4 01 , 7 0 9 . 4 01 , 7 0 9 . 4 01 , 7 0 9 . 4 01 , 7 0 9 . 4 0 1,746.17

Plant & Machinery 5,063.85 815.69 297.30 5 , 5 8 2 . 2 45 , 5 8 2 . 2 45 , 5 8 2 . 2 45 , 5 8 2 . 2 45 , 5 8 2 . 2 4 3,545.96 364.64 294.51 3 , 6 1 6 . 0 93 , 6 1 6 . 0 93 , 6 1 6 . 0 93 , 6 1 6 . 0 93 , 6 1 6 . 0 9 1 , 9 6 6 . 1 51 , 9 6 6 . 1 51 , 9 6 6 . 1 51 , 9 6 6 . 1 51 , 9 6 6 . 1 5 1,517.89

Plant & Machinery on lease - 35.06 - 3 5 . 0 63 5 . 0 63 5 . 0 63 5 . 0 63 5 . 0 6 - 4.25 - 4 . 2 54 . 2 54 . 2 54 . 2 54 . 2 5 3 0 . 8 13 0 . 8 13 0 . 8 13 0 . 8 13 0 . 8 1 -

Furniture & Fixtures 597.63 35.96 - 6 3 3 . 5 96 3 3 . 5 96 3 3 . 5 96 3 3 . 5 96 3 3 . 5 9 188.38 45.12 - 2 3 3 . 5 02 3 3 . 5 02 3 3 . 5 02 3 3 . 5 02 3 3 . 5 0 4 0 0 . 0 94 0 0 . 0 94 0 0 . 0 94 0 0 . 0 94 0 0 . 0 9 409.25

Vehicles** 244.32 120.92 123.87 2 4 1 . 3 72 4 1 . 3 72 4 1 . 3 72 4 1 . 3 72 4 1 . 3 7 152.05 40.18 109.83 8 2 . 4 08 2 . 4 08 2 . 4 08 2 . 4 08 2 . 4 0 1 5 8 . 9 71 5 8 . 9 71 5 8 . 9 71 5 8 . 9 71 5 8 . 9 7 92.27

Software Licenses 3,807.82 620.87 - 4 , 4 2 8 . 6 94 , 4 2 8 . 6 94 , 4 2 8 . 6 94 , 4 2 8 . 6 94 , 4 2 8 . 6 9 1,077.41 923.55 - 2 , 0 0 0 . 9 62 , 0 0 0 . 9 62 , 0 0 0 . 9 62 , 0 0 0 . 9 62 , 0 0 0 . 9 6 2 , 4 2 7 . 7 32 , 4 2 7 . 7 32 , 4 2 7 . 7 32 , 4 2 7 . 7 32 , 4 2 7 . 7 3 2,730.41

Total 12,341.09 1,685.66 421.17 1 3 , 6 0 5 . 5 81 3 , 6 0 5 . 5 81 3 , 6 0 5 . 5 81 3 , 6 0 5 . 5 81 3 , 6 0 5 . 5 8 5,476.25 1,475.98 404.34 6 , 5 4 7 . 8 96 , 5 4 7 . 8 96 , 5 4 7 . 8 96 , 5 4 7 . 8 96 , 5 4 7 . 8 9 7 , 0 5 7 . 6 97 , 0 5 7 . 6 97 , 0 5 7 . 6 97 , 0 5 7 . 6 97 , 0 5 7 . 6 9 6,864.84

Previous year 9,847.87 2,838.02 344.78 1 2 , 3 4 1 . 1 11 2 , 3 4 1 . 1 11 2 , 3 4 1 . 1 11 2 , 3 4 1 . 1 11 2 , 3 4 1 . 1 1 4,863.40 937.34 324.48 5 , 4 7 6 . 2 65 , 4 7 6 . 2 65 , 4 7 6 . 2 65 , 4 7 6 . 2 65 , 4 7 6 . 2 6 6 , 8 6 4 . 8 56 , 8 6 4 . 8 56 , 8 6 4 . 8 56 , 8 6 4 . 8 56 , 8 6 4 . 8 5 4,984.47

Capital Work in Progress* 1 3 4 . 7 51 3 4 . 7 51 3 4 . 7 51 3 4 . 7 51 3 4 . 7 5 62.16

Notes:

* Capital Work in Progress includes capital advance payments of Rs. 2.52 Lakhs (as at 31st March 2010 Rs.14.22 Lakhs)

** Vehicles include gross Rs.150.74 Lakhs (W.D.V. Rs. 104.28 Lakhs)acquired on loan, hypothecated with Tata Finance Ltd,ICICI Bank Ltd and TATA Capital Ltd (as at 31st March 2010 Rs.158.41 Lakhs) (W.D.V Rs. 40.19 Lakhs))

in Rs lakhs.


As atAs atAs atAs atAs at As atMar 31, 2011Mar 31, 2011Mar 31, 2011Mar 31, 2011Mar 31, 2011 Mar 31, 2010

UNSECURED LOANSUNSECURED LOANSUNSECURED LOANSUNSECURED LOANSUNSECURED LOANS

Short Term Loans

Foreign Currency Loans from Banks 4,844.694,844.694,844.694,844.694,844.69 4,052.71

4,844.694,844.694,844.694,844.694,844.69 4,052.71



68


in Rs lakhs.



INVESTMENTSINVESTMENTSINVESTMENTSINVESTMENTSINVESTMENTS

(a)(a)(a)(a)(a) TRADE (UNQUOTED) - at costTRADE (UNQUOTED) - at costTRADE (UNQUOTED) - at costTRADE (UNQUOTED) - at costTRADE (UNQUOTED) - at cost

i)i)i)i)i) Investment in Subsidiary companiesInvestment in Subsidiary companiesInvestment in Subsidiary companiesInvestment in Subsidiary companiesInvestment in Subsidiary companies

Tata Technologies Inc. (formerly known as INCAT Systems, Inc.) @ 1,556.641,556.641,556.641,556.641,556.64 1,556.64

(150,000 (P.Y. 150,000) shares of non-voting Class ‘A’ common stock

with no Par value)

Tata Technologies Pte Ltd, Singapore, a 100% subsidiary company 20,334.1220,334.1220,334.1220,334.1220,334.12 20,334.12

86,463,759 (P.Y. 86,463,759) ordinary shares with no par value

ii)ii)ii)ii)ii) Investment in Joint Venture CompanyInvestment in Joint Venture CompanyInvestment in Joint Venture CompanyInvestment in Joint Venture CompanyInvestment in Joint Venture Company

Tata HAL Technologies Ltd (Formerly known as INCAT HAL Aerostructures Ltd.)

3,070,000 (P.Y. 2,735,000) equity shares of Rs. 10 each fully paid

50% JV with HAL) 307.00307.00307.00307.00307.00 273.50

Share Application money paid 125.00125.00125.00125.00125.00 -

22,322.7622,322.7622,322.7622,322.7622,322.76 22,164.26

LLLLLong ong ong ong ong TTTTTerererererm Inm Inm Inm Inm Invvvvvestmenestmenestmenestmenestmentststststs 22,322.7622,322.7622,322.7622,322.7622,322.76 22,164.26

@ Consequent to the merger of Tata Technologies, USA with its wholly owned subsidiary Tata Technologies Inc, (formerly known as INCATSystems Inc) on 1st April 2006, the Company’s holding of 150,000 sharesin Tata Technologies, USA has been converted to 150,000 shares in theresultant Company.

(b)(b)(b)(b)(b) Current Investments (At Cost or Fair value whichever is lower)Current Investments (At Cost or Fair value whichever is lower)Current Investments (At Cost or Fair value whichever is lower)Current Investments (At Cost or Fair value whichever is lower)Current Investments (At Cost or Fair value whichever is lower)

Investments in Mutual Funds (Unquoted) *Investments in Mutual Funds (Unquoted) *Investments in Mutual Funds (Unquoted) *Investments in Mutual Funds (Unquoted) *Investments in Mutual Funds (Unquoted) * 9,608.589,608.589,608.589,608.589,608.58 4,409.70

* Refer details in next page

9,608.589,608.589,608.589,608.589,608.58 4,409.70

31,931.3431,931.3431,931.3431,931.3431,931.34 26,573.96

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in Rs lakhs.



SUNDRY DEBTORSSUNDRY DEBTORSSUNDRY DEBTORSSUNDRY DEBTORSSUNDRY DEBTORS

(a) Over six months old (unsecured)

Considered good 37.0437.0437.0437.0437.04 65.81

Considered doubtful 253.62253.62253.62253.62253.62 249.42

(b) Others (unsecured, considered good) * 6,338.676,338.676,338.676,338.676,338.67 5,799.35

6,629.336,629.336,629.336,629.336,629.33 6,114.58

Less : Provision for doubtful debts 253.62253.62253.62253.62253.62 249.42

6,375.716,375.716,375.716,375.716,375.71 5,865.16

* Debtors include unbilled revenue of Rs.153.40 Lakhs [Rs. Nil as at Mar 31, 2010]



CASH & BANK BALANCESCASH & BANK BALANCESCASH & BANK BALANCESCASH & BANK BALANCESCASH & BANK BALANCES

Cash on hand 2.362.362.362.362.36 2.66

Cheques on Hand 2,344.332,344.332,344.332,344.332,344.33 29.56

Balances with Scheduled Banks:

in Current Accounts 5,704.255,704.255,704.255,704.255,704.25 1,957.15

in Deposit Accounts * 3,037.433,037.433,037.433,037.433,037.43 2,190.48

11,088.3711,088.3711,088.3711,088.3711,088.37 4,179.85

Notes:

* Pledged/lien with the Bankers / Govt authorities towards Guarantees/LCs/LUTs - Rs.37.03 Lakhs [Rs.2,188.16 Lakhs as at Mar31, 2010]



LLLLLOOOOOANS & ADANS & ADANS & ADANS & ADANS & ADVVVVVANCESANCESANCESANCESANCES

(Unsecured - considered good)

Loans & Advances to Employees * 150.95150.95150.95150.95150.95 150.33


Advances to Suppliers, Contractors & Others 566.56566.56566.56566.56566.56 1,033.81


Loans to Subsidiaries:

Tata Technologies Inc. 263.22263.22263.22263.22263.22 912.58

Inter-corporate deposits:

Tata Motors Ltd. (Holding Company) ----- 5,500.00



Advance Payments against Taxes (Net of provisions) 2,379.452,379.452,379.452,379.452,379.45 3,258.93

3,576.043,576.043,576.043,576.043,576.04 11,073.71

Note:

* Includes ‘considered doubtful’ - Rs. 4.13 Lakhs [Rs.4.13 Lakhs as at Mar 31, 2010]



72


in Rs lakhs.



CURRENT LIABILITIESCURRENT LIABILITIESCURRENT LIABILITIESCURRENT LIABILITIESCURRENT LIABILITIES

Sundry Creditors - Dues to other than Micro, Medium and Small enterprises 7,902.727,902.727,902.727,902.727,902.72 6,904.15

Refer Note no 3.p of Schedule ‘12’


Liability towards Investors Education and Protection Fund under Section 205C

of the Companies Act, 1956, not due : Unpaid Dividend 48.7248.7248.7248.7248.72 25.11


Interest Accrued but not due 1.551.551.551.551.55 -

8,341.728,341.728,341.728,341.728,341.72 7,181.96



PROVISIONSPROVISIONSPROVISIONSPROVISIONSPROVISIONS

Provision for Taxation (Net of Advance Taxes) 93.4193.4193.4193.4193.41 60.52

Proposed Dividend 1,863.681,863.681,863.681,863.681,863.68 2,603.12



2,986.992,986.992,986.992,986.992,986.99 3,795.07

73

12.12.12.12.12. SIGNIFICANT ACCOUTING POLICIES AND NOTES TO ACCOUNTSSIGNIFICANT ACCOUTING POLICIES AND NOTES TO ACCOUNTSSIGNIFICANT ACCOUTING POLICIES AND NOTES TO ACCOUNTSSIGNIFICANT ACCOUTING POLICIES AND NOTES TO ACCOUNTSSIGNIFICANT ACCOUTING POLICIES AND NOTES TO ACCOUNTS

1 .1 .1 .1 .1 . Company overviewCompany overviewCompany overviewCompany overviewCompany overview

TATA Technologies Limited (“TTL or the Company”) was incorporated on August 22, 1994 as a Private Limitedcompany in the name of Core Software Systems Private Limited. The name of the Company was subsequentlychanged to Tata Technologies (India) Limited. On February 8, 2001, the Company changed its name from TataTechnologies (India) Limited to Tata Technologies Limited. The Company’s range of services include IT Consultancy,SAP implementation and maintenance, providing networking solutions, CAD/CAM engineering & designconsultancy. The Company is headquartered in Pune, India. The Company has five branches located at Mumbai,Lucknow, Jamshedpur, Bangalore and Chennai that enables it to provide high quality, cost-effective services toclients in India.

2 .2 .2 .2 .2 . Significant Accounting PoliciesSignificant Accounting PoliciesSignificant Accounting PoliciesSignificant Accounting PoliciesSignificant Accounting Policies

a .a .a .a .a . Basis of Preparation of Financial StatementsBasis of Preparation of Financial StatementsBasis of Preparation of Financial StatementsBasis of Preparation of Financial StatementsBasis of Preparation of Financial Statements

The financial statements are prepared under the historical cost convention, in accordance with IndianGenerally Accepted Accounting Principles (GAAP). GAAP comprises the mandatory accounting standardsprescribed under the Companies (Accounting Standards Rules, 2006). Accounting policies have beenconsistently applied except where a newly issued accounting standard is initially adopted or a revision toan existing accounting standard requires a change in the accounting policy hitherto in use.

b .b .b .b .b . Use of EstimatesUse of EstimatesUse of EstimatesUse of EstimatesUse of Estimates

The preparation of the financial statements in conformity with GAAP requires the management of theCompany (Management) to make estimates and assumptions that affect the reported amounts of revenueand expenses during the year and balances of assets and liabilities and disclosures relating to contingentliabilities as at the date of financial statements.

Provisions are made for all known losses and liabilities, future unforeseeable factors that may affect theprofit on fixed price service contracts and also towards likely expenses for providing post-sales clientsupport on such contracts.

c .c .c .c .c . Revenue RecognitionRevenue RecognitionRevenue RecognitionRevenue RecognitionRevenue Recognition

Revenue from services on time and materials contracts is recognized when services are rendered andrelated costs are incurred i.e. based on certification of time sheets and billed to clients as per the terms ofspecific contracts. In case of fixed price contracts, revenue is recognized over the life of the contract basedon milestones achieved as specified in the contracts or by proportionate completion method on the basisof the work completed. Foreseeable losses on such contracts are recognized when probable.

Revenue from rendering Annual Maintenance Services (SAP-ERP) is recognized proportionately over theperiod of contract.

Revenue from third party software products and hardware sale is recognized upon delivery.

Income from interest and rent is recognized on time proportion basis.

Dividend from investments is recognized when the right to receive the payment is established and whenno significant uncertainty as to measurability or collectability exists.

Commission Income on sale of PLM products is recognized upon delivery of products by the vendor to theend user.

d .d .d .d .d . Fixed assetsFixed assetsFixed assetsFixed assetsFixed assets

Fixed assets are stated at cost, less accumulated depreciation. Costs include all expenses incurred to bringthe assets to its present location and condition. Direct costs are capitalized till the assets are ready for useand include financing costs relating to any borrowing attributable to the acquisition of qualifying fixedassets.

Software not exceeding Rs. 25,000 is charged off to the profit and loss account.

e .e .e .e .e . DepreciationDepreciationDepreciationDepreciationDepreciation

Depreciation on Fixed Assets except on Computers & Peripherals (included in Plant & Machinery) is providedon Straight Line Method (SLM) at the rates specified in the schedule XIV to the Companies Act, 1956. In caseof Computers & Peripherals, the benefit period is considered to be of four years. Accordingly, depreciationis provided on SLM at the rate of 25% per annum. Depreciation on additions to Fixed Assets is provided fromthe month of acquisition of the Asset. Depreciation on Assets sold / scraped during the period is providedfor prior to the month of sale / scrap as the case may be.

The Company charges 100% depreciation on assets individually costing less than Rs. 5000.

The value of leasehold land is amortized over the lease period of 95 years.

The value of vehicles acquired on loan is depreciated over a period of 3 & 5 years depending on the termof the Loan agreement.

Schedules forming part of the Balance Sheet and Profit and Loss AccountSchedules forming part of the Balance Sheet and Profit and Loss AccountSchedules forming part of the Balance Sheet and Profit and Loss AccountSchedules forming part of the Balance Sheet and Profit and Loss AccountSchedules forming part of the Balance Sheet and Profit and Loss Accountfor the year ended March 2011for the year ended March 2011for the year ended March 2011for the year ended March 2011for the year ended March 2011



74

The value of Softwares (Intangibles) is being amortised over its useful life i.e. between 2 to 4 years.

f .f .f .f .f . LeasesLeasesLeasesLeasesLeases

Assets leased by the Company in its capacity as lessee, where the Company has substantially all the risks andrewards of ownership are classified as finance lease. Such lease are capitalised at the inception of the leaseat lower of the fair value or the present value of the minimum lease payments and a liability is created foran equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so asto obtain a constant periodic rate of interest on the outstanding liability for each year.

Lease arrangements where the risks and rewards incident to ownership of an asset substantially vest withthe lessor, are recognized as operating lease. Lease payments under operating leases are recognized in theProfit & Loss account on a straight line basis.

g.g.g.g.g. Foreign Currency transactionsForeign Currency transactionsForeign Currency transactionsForeign Currency transactionsForeign Currency transactions

Income and expenses in foreign currencies are recorded at the exchange rates prevailing on the date ofthe transaction.

Monetary current assets and current liabilities are reinstated at period-end exchange rates and the profit/ loss so determined and also the realized exchange gains / losses are recognized in the Profit & LossAccount.

Premium or discount on forward contracts is amortised over the life of such contract and is recognized asincome or expense in the profit and Loss Account.

h.h.h.h.h. InvestmentsInvestmentsInvestmentsInvestmentsInvestments

Investments are classified into current investments & long term investments.

Current investments are carried at lower of cost and market value. Any reduction in carrying amount andreversals of such reductions are charged or credited to the Profit & Loss account.

Long term investments are stated at cost less provision for diminution in the value of such investments.Diminution in value is provided for where the management is of the opinion that the diminution is ofpermanent nature.

i .i .i .i .i . Impairment of AssetsImpairment of AssetsImpairment of AssetsImpairment of AssetsImpairment of Assets

At each balance sheet date, the Company reviews using internal resources the carrying amounts of its fixedassets to determine whether there is any indication that the assets suffered an impairment loss. If any suchcondition exists, the recoverable amount of the asset is estimated in order to determine the extent ofimpairment loss. Recoverable amount is the higher of an asset’s net selling price and value in use. In assessingvalue in use, the estimated future cash flows expected from continuing use of the asset and from its disposalare discounted to their present value using a pre tax rate that reflects the current market assessments oftime value of money and the risks specific to the asset.

Reversal of impairment loss is recognized immediately as income in the profit & loss account.

j .j .j .j .j . InventoriesInventoriesInventoriesInventoriesInventories

Inventories are valued at lower of cost or net realizable value. Cost is ascertained on a moving weightedaverage basis.

k .k .k .k .k . Employee BenefitsEmployee BenefitsEmployee BenefitsEmployee BenefitsEmployee Benefits

i .i .i .i .i . GratuityGratuityGratuityGratuityGratuity

The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligibleemployees. The plan provides for a lump sum payment to vested employees at retirement, deathwhile in employment or on termination of employment of an amount equivalent to 15 to 30 days salarypayable for each completed year of service. Vesting occurs upon completion of five years of service.The Company makes annual contributions to gratuity fund established as trust. The Company accountsfor the liability for gratuity benefits payable in future based on an independent actuarial valuation.

i i .i i .i i .i i .i i . SuperannuationSuperannuationSuperannuationSuperannuationSuperannuation

The Company has two superannuation plans, a defined benefit plan and a defined contribution plan.An eligible employee on April 1, 1996 could elect to be member of either plan. Employees who arethe members of the defined benefit superannuation plan are entitled to benefits depending on theyears of service and salary drawn. The monthly pension benefits after retirement range from 0.75%to 2% of the annual basic salary for each year of service. The Company account for superannuationbenefits payable in future under the plan based on an independent actuarial valuation.

With effect from April 1, 2003, this plan was amended and benefits earned by covered employees havebeen protected as at March 31, 2003. Employees covered by this plan are prospectively entitled tobenefits computed on a basis that ensures that the annual cost of providing the pension benefits wouldnot exceed 15% of salary.

The Company maintains separate irrevocable trusts for employees covered and entitled to benefits.The Company contributes up to 15% of the eligible employees’ salary to the trust every year. Suchcontributions are recognized as an expense when incurred. The Company has no further obligation

75

beyond this contribution.

iii .i i i .i i i .i i i .i i i . BBBBBhahahahahavishvishvishvishvishyyyyya Ka Ka Ka Ka Kalyalyalyalyalyan an an an an YYYYYojana (BKYojana (BKYojana (BKYojana (BKYojana (BKY)))))

Bhavishya Kalyan Yojana is an unfunded defined benefit plan. The benefits of the plan accrue to aneligible employee at the time of death or permanent disablement, while in service, either as a resultof an injury or as certified by the appropriate authority. The monthly payment to dependents of thedeceased /disabled employee under the plan equals 50% of the salary drawn at the time of death oraccident or a specified amount, whichever is higher. The Company accounts for the liability for BKYbenefits payable in future based on an independent actuarial valuation.

iviviviviv..... Post-retirement Medicare SchemePost-retirement Medicare SchemePost-retirement Medicare SchemePost-retirement Medicare SchemePost-retirement Medicare Scheme

Under this Scheme employees get medical benefits subject to certain limits of amount, periods afterretirement and types of benefits, depending on their grade and location at the time of retirement.The Company account for the liability for post-retirement medical scheme based on an independentactuarial valuation.

vvvvv..... Provident FundProvident FundProvident FundProvident FundProvident Fund

The eligible employees of the Company are entitled to receive benefits under the provident fund, adefined contribution plan, in which both employees and the company make monthly contributionsat a specified percentage of the covered employees’ salary (currently 12% of employees’ salary). Theprovident fund contributions, as specified under the law, are paid to the provident fund set up asirrevocable trust by the Company and pension amount is paid to Regional Provident FundCommissioner and the Central Provident Fund under the State Pension Scheme.

v i .v i .v i .v i .v i . Compensated absencesCompensated absencesCompensated absencesCompensated absencesCompensated absences

The Company provides for the encashment of leave or leave with pay subject to certain rules. Theemployees are entitled to accumulate leave subject to certain limits, for future encashment. Theliability is provided based on number of days of unutilized leave at each balance sheet date on thebasis of an independent actuarial valuation.

l .l .l .l .l . TTTTTaxaaxaaxaaxaaxationtiontiontiontion

Current income tax expense comprises taxes on income from operations in India and foreign taxjurisdictions. Current Income tax payable in India is determined in accordance with the provisions ofIncome Tax Act, 1961 and current income tax expense relating to overseas operations is determined inaccordance with tax laws applicable in countries where such operations are domiciled.

Deferred tax expense or benefit is recognized on timing differences being the difference between taxableincome and accounting income that originate in one period and are capable of reversal in one or moresubsequent periods. Deferred tax assets and liabilities are measured using the tax rates and the tax lawsthat have been enacted or substantively enacted by the balance sheet date.

Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognized onlyto the extent that there is virtual certainty that taxable income will be available to realize these assets. Allother deferred tax assets are recognized only to the extent that there is reasonable certainty that futuretaxable income will be available to realize these assets.

m.m.m.m.m. Employee Stock OptionsEmployee Stock OptionsEmployee Stock OptionsEmployee Stock OptionsEmployee Stock Options

In accordance with the Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines,1999 issued by Securities and Exchange Board of India (SEBI), the Company introduced Employee StockOption Plan 2001 ( TTESOP 2001) in 2000-01. As per the Plan, the options were granted at fair value asdetermined by an independent valuer as on the date of the grant and hence no compensation cost has beenrecognized.

n.n.n.n.n. Cash flow statementCash flow statementCash flow statementCash flow statementCash flow statement

Cash flows are reported using indirect method, whereby net profit after tax is adjusted for the effects oftransactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments.The cash flows from regular revenue generating, investing and financing activities of the Company aresegregated.

o.o.o.o.o. Earnings per shareEarnings per shareEarnings per shareEarnings per shareEarnings per share

The earnings considered in ascertaining the Company’s earnings per share comprise the net profit after taxand include the post-tax effect of any extra-ordinary items. The number of shares used in computing basicearnings per share, is the weighted average number of shares outstanding during the period. The numberof shares used in computing diluted earnings per share comprises the shares considered for deriving basicearnings per share and also number of equity shares that could have been issued on the conversion of alldilutive potential equity shares.

p .p .p .p .p . Borrowing costsBorrowing costsBorrowing costsBorrowing costsBorrowing costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifyingasset are capitalized as part of the cost of that asset. Borrowing costs are capitalized as part of the cost of aqualifying asset when it is probable that they will result in future economic benefits to the enterprise and



76

the costs can be measured reliably. Other borrowing costs are recognized as an expense in the period inwhich they are incurred.

q.q.q.q.q. Provisions, contingent liabilities and contingent assetsProvisions, contingent liabilities and contingent assetsProvisions, contingent liabilities and contingent assetsProvisions, contingent liabilities and contingent assetsProvisions, contingent liabilities and contingent assets

A provision is recognized when the Company has present obligation as a result of past event and its probablethat an outflow of resources will be required to settle the obligation, in respect of which reliable estimatecan be made. The provisions (excluding retirement benefits) are not discounted to its present value andare determined based on best estimate required to settle the obligation at the balance sheet date. Theseare reviewed at each balance sheet date and adjusted to reflect current best estimates. Contingentliabilities are not recognized in the financial statements. A contingent asset is neither recognized nordisclosed in the financial statements.

3 .3 .3 .3 .3 . Notes to Balance Sheet and Profit and Loss AccountNotes to Balance Sheet and Profit and Loss AccountNotes to Balance Sheet and Profit and Loss AccountNotes to Balance Sheet and Profit and Loss AccountNotes to Balance Sheet and Profit and Loss Account

a .a .a .a .a . DDDDDefefefefeferererererrrrrred ed ed ed ed TTTTTaxaxaxaxax

Major components of deferred tax arising on account of timing differences are:

As at March 31, 2011As at March 31, 2011As at March 31, 2011As at March 31, 2011As at March 31, 2011 As at March 31, 2010

Rs. LakhsRs. LakhsRs. LakhsRs. LakhsRs. Lakhs Rs. Lakhs

Deferred tax liabilities:Deferred tax liabilities:Deferred tax liabilities:Deferred tax liabilities:Deferred tax liabilities:

Depreciation 786.46786.46786.46786.46786.46 631.29

Sub-totalSub-totalSub-totalSub-totalSub-total 786.46786.46786.46786.46786.46 631.29

Deferred tax assets:Deferred tax assets:Deferred tax assets:Deferred tax assets:Deferred tax assets:

Provision for expenses u/s. 43B 803.82803.82803.82803.82803.82 221.75

Provision for doubtful debts 38.1338.1338.1338.1338.13 32.38

Others 162.89162.89162.89162.89162.89 213.30

Sub-totalSub-totalSub-totalSub-totalSub-total 1,004.841,004.841,004.841,004.841,004.84 467.43

DDDDDefefefefeferererererrrrrred ed ed ed ed TTTTTax Aax Aax Aax Aax Asset /(Liabilitsset /(Liabilitsset /(Liabilitsset /(Liabilitsset /(Liability)y)y)y)y) NetNetNetNetNet 218.38218.38218.38218.38218.38 (163.86)

b .b .b .b .b . Computation of Earnings per shareComputation of Earnings per shareComputation of Earnings per shareComputation of Earnings per shareComputation of Earnings per share

2010-20112010-20112010-20112010-20112010-2011 2009-2010

Earnings Per Share

(a) Profit after tax Rs. Lakhs 9,704.619,704.619,704.619,704.619,704.61 7,636.52

(b) The weighted average number of Ordinary

Shares for Basic EPS Nos. 37,273,67237,273,67237,273,67237,273,67237,273,672 37,187,364

(‘c) The nominal value per Ordinary Share Rupees 10.0010.0010.0010.0010.00 10.00

(d) Earnings Per Share (Basic) Rupees 26.0426.0426.0426.0426.04 20.54

(e) Profit after tax for Basic & Diluted EPS Rs. Lakhs 9,704.619,704.619,704.619,704.619,704.61 7,636.52

(f) The weighted average number of Ordinary

Shares for Basic EPS Nos. 37,273,67237,273,67237,273,67237,273,67237,273,672 37,187,364

(g) Add: Adjustment for Employee Stock Options Nos. 149,796149,796149,796149,796149,796 220,460

(h) The weighted average number of Ordinary

Shares for Diluted EPS Nos. 37,423,46837,423,46837,423,46837,423,46837,423,468 37,407,824

(i) Earnings Per Share (Diluted) Rupees 25.9325.9325.9325.9325.93 20.41

77

c.c .c .c .c . Employee BenefitsEmployee BenefitsEmployee BenefitsEmployee BenefitsEmployee Benefits

Defined benefit plans / Long term compensated absences - As per actuarial valuations as on March 31, 2011

GratuityGratuityGratuityGratuityGratuity SuperannuationSuperannuationSuperannuationSuperannuationSuperannuation Compensated absencesCompensated absencesCompensated absencesCompensated absencesCompensated absences Post-retirement Medicare schemePost-retirement Medicare schemePost-retirement Medicare schemePost-retirement Medicare schemePost-retirement Medicare scheme BKYBKYBKYBKYBKY

2011 2010 2009 2008 2011 2010 2009 2008 2011 2010 2009 2008 2011 2010 2009 2008 2011 2010 2009 2008

iiiii Components ofComponents ofComponents ofComponents ofComponents of

employer expenseemployer expenseemployer expenseemployer expenseemployer expense

Current Service cost 134.49 115.89 114.45 88.62 20.03 25.87 27.09 27.43 60.20 64.33 20.54 11.44 19.49 16.56 27.93 30.15 9.09 9.67 9.26 26.22

Interest cost 92.29 89.21 89.37 76.16 33.08 32.76 32.77 33.76 27.72 35.29 33.33 41.90 17.00 11.94 16.52 11.94 6.02 5.91 12.64 10.89

Expected return on plan assets (87.82) (93.66) (96.39) (90.65) (41.24) (39.23) (36.20) (39.15) - - - - - - - - - - - -

Actuarial Losses/(Gains) 171.25 (2.27) (75.06) 180.35 34.79 (15.52) 30.44 68.90 94.27 (16.82) 125.11 49.17 (31.18) 37.19 (94.83) 14.32 28.40 (8.33) (96.25) (12.46)

Total expense / (income)Total expense / (income)Total expense / (income)Total expense / (income)Total expense / (income) 310.21310.21310.21310.21310.21 109.17109.17109.17109.17109.17 32.3732.3732.3732.3732.37 254.48254.48254.48254.48254.48 46.6646.6646.6646.6646.66 3.883.883.883.883.88 54.1054.1054.1054.1054.10 90.9490.9490.9490.9490.94 182.19182.19182.19182.19182.19 82.8082.8082.8082.8082.80 178.98178.98178.98178.98178.98 102.51102.51102.51102.51102.51 5.315.315.315.315.31 65.6965.6965.6965.6965.69 (50.38)(50.38)(50.38)(50.38)(50.38) 56.4156.4156.4156.4156.41 43.5143.5143.5143.5143.51 7.257.257.257.257.25 (74.35)(74.35)(74.35)(74.35)(74.35) 24.6524.6524.6524.6524.65

recognised in the Statementrecognised in the Statementrecognised in the Statementrecognised in the Statementrecognised in the Statement

of Profit & Loss Accountof Profit & Loss Accountof Profit & Loss Accountof Profit & Loss Accountof Profit & Loss Account

iiiiiiiiii Actual ContributionActual ContributionActual ContributionActual ContributionActual Contribution

and Benefit Payments forand Benefit Payments forand Benefit Payments forand Benefit Payments forand Benefit Payments for

year ended 31 March 2011year ended 31 March 2011year ended 31 March 2011year ended 31 March 2011year ended 31 March 2011

Actual benefit payments 252.38 113.36 113.19 153.95 82.10 2.45 25.73 48.17 187.38 154.78 156.96 249.70 8.62 3.72 3.15 1.90 6.56 5.19 4.63 3.41

Actual Contributions - - - 342.00 20.03 28.32 30.82 75.60 187.38 154.78 N/A N/A 8.62 3.72 3.15 1.90 6.56 5.19 4.63 3.41

iiiiiiiiiiiiiii Net asset/(liability)Net asset/(liability)Net asset/(liability)Net asset/(liability)Net asset/(liability)

recognised in balancerecognised in balancerecognised in balancerecognised in balancerecognised in balance

sheet as at March 31, 2011 sheet as at March 31, 2011 sheet as at March 31, 2011 sheet as at March 31, 2011 sheet as at March 31, 2011

Present Value of Defined 1,437.42 1,212.00 1,106.22 1,108.00 517.17 531.15 486.54 435.70 413.87 420.63 492.61 470.59 201.01 204.32 142.35 195.88 111.10 74.15 72.09 151.06

Benefit Obligation

Fair value of plan assets - 1,223.98 1,227.37 1,261.53 505.92 546.53 477.48 449.92 - - - - - - - - - -

Net asset/(liability)Net asset/(liability)Net asset/(liability)Net asset/(liability)Net asset/(liability) (1,437.42)(1,437.42)(1,437.42)(1,437.42)(1,437.42) 11.9811.9811.9811.9811.98 121.15121.15121.15121.15121.15 153.53153.53153.53153.53153.53 (11.25)(11.25)(11.25)(11.25)(11.25) 15.3815.3815.3815.3815.38 (9.06)(9.06)(9.06)(9.06)(9.06) 14.2214.2214.2214.2214.22 (413.87)(413.87)(413.87)(413.87)(413.87) (420.63)(420.63)(420.63)(420.63)(420.63) (492.61)(492.61)(492.61)(492.61)(492.61) (470.59)(470.59)(470.59)(470.59)(470.59) (201.01)(201.01)(201.01)(201.01)(201.01) (204.32)(204.32)(204.32)(204.32)(204.32) (142.35)(142.35)(142.35)(142.35)(142.35) (195.88)(195.88)(195.88)(195.88)(195.88) (111.10)(111.10)(111.10)(111.10)(111.10) (74.15)(74.15)(74.15)(74.15)(74.15) (72.09)(72.09)(72.09)(72.09)(72.09) (151.06)(151.06)(151.06)(151.06)(151.06)

in balance sheet recognisedin balance sheet recognisedin balance sheet recognisedin balance sheet recognisedin balance sheet recognised

iviviviviv Change in Defined BenefitChange in Defined BenefitChange in Defined BenefitChange in Defined BenefitChange in Defined Benefit

Obligations (DBO) duringObligations (DBO) duringObligations (DBO) duringObligations (DBO) duringObligations (DBO) during

the year ended March 31, 2011the year ended March 31, 2011the year ended March 31, 2011the year ended March 31, 2011the year ended March 31, 2011

Present Value of DBO at 1,212.00 1,106.22 1,108.00 972.94 531.15 486.54 435.70 446.06 420.63 492.61 470.59 617.78 204.32 142.35 195.88 141.37 74.15 72.09 151.06 129.82

beginning of year

Current Service cost 134.49 115.89 114.45 88.62 20.03 25.87 27.09 27.43 60.20 64.33 20.54 11.44 19.49 16.56 27.93 30.15 9.09 9.67 9.26 26.22

Interest cost 92.29 89.21 89.37 76.16 33.08 32.76 32.77 33.76 27.72 35.29 33.33 41.90 17.00 11.94 16.52 11.94 6.02 5.91 12.64 10.89

Actuarial (gains)/ losses 251.02 14.04 (92.42) 124.24 15.01 (11.57) 16.71 (23.38) 94.27 (16.82) 125.11 49.17 (31.18) 37.19 (94.83) 14.32 28.40 (8.33) (96.25) (12.46)

Benefits paid (252.38) (113.36) (113.19) (153.95) (82.10) (2.45) (25.73) (48.17) (188.95) (154.78) (156.96) (249.70) (8.62) (3.72) (3.15) (1.90) (6.56) (5.19) (4.63) (3.41)

Present Value of DBOPresent Value of DBOPresent Value of DBOPresent Value of DBOPresent Value of DBO 1,437.421,437.421,437.421,437.421,437.42 1,212.001,212.001,212.001,212.001,212.00 1,106.221,106.221,106.221,106.221,106.22 1,108.011,108.011,108.011,108.011,108.01 517.17517.17517.17517.17517.17 531.15531.15531.15531.15531.15 486.54486.54486.54486.54486.54 435.70435.70435.70435.70435.70 413.87413.87413.87413.87413.87 420.63420.63420.63420.63420.63 492.61492.61492.61492.61492.61 470.59470.59470.59470.59470.59 201.01201.01201.01201.01201.01 204.32204.32204.32204.32204.32 142.35142.35142.35142.35142.35 195.88195.88195.88195.88195.88 111.10111.10111.10111.10111.10 74.1574.1574.1574.1574.15 72.0972.0972.0972.0972.09 151.07151.07151.07151.07151.07

at the end of yearat the end of yearat the end of yearat the end of yearat the end of year

vvvvv Change in Fair Value of AssetsChange in Fair Value of AssetsChange in Fair Value of AssetsChange in Fair Value of AssetsChange in Fair Value of Assets

during the year endedduring the year endedduring the year endedduring the year endedduring the year ended

March 31, 2011March 31, 2011March 31, 2011March 31, 2011March 31, 2011

Plan assets at beginning of year 1,223.98 1,227.37 1,261.53 1,038.95 546.53 477.48 449.92 475.62 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Actual return on plan assets 167.59 109.97 79.03 34.53 21.46 43.18 22.47 (53.13) N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Actual Company contributions - - - 342.00 20.03 28.32 30.82 75.60 187.38 154.78 156.96 249.70 8.62 3.72 3.15 1.90 6.56 5.19 4.63 3.41

Benefits paid (252.38) (113.36) (113.19) (153.95) (82.10) (2.45) (25.73) (48.17) (187.38) (154.78) (156.96) (249.70) (8.62) (3.72) (3.15) (1.90) (6.56) (5.19) (4.63) (3.41)

Plan assets at the end of yearPlan assets at the end of yearPlan assets at the end of yearPlan assets at the end of yearPlan assets at the end of year 1,139.191,139.191,139.191,139.191,139.19 1,223.981,223.981,223.981,223.981,223.98 1,227.371,227.371,227.371,227.371,227.37 1,261.531,261.531,261.531,261.531,261.53 505.92505.92505.92505.92505.92 546.53546.53546.53546.53546.53 477.48477.48477.48477.48477.48 449.92449.92449.92449.92449.92 ----- ----- ----- ----- ----- ----- ----- ----- ----- -----

vivivivivi Actuarial AssumptionsActuarial AssumptionsActuarial AssumptionsActuarial AssumptionsActuarial Assumptions

Discount Rate 8.50% 8.50% 8.50% 8.50% 6.75% 6.75% 6.75% 7.75% 8.50% 8.50% 8.50% 8.50% 8.50% 8.50% 8.50% 8.50% 8.5% 8.5% 8.5% 8.5%

Expected Return on plan assets 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% 8.00% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Salary escalation 2%-5% 2%-5% 3%-5% 5%-7.5% N/A N/A N/A N/A 2%-5% 2%-5% 3%-5% 5%-7.5% N/A N/A N/A N/A 2%-5% 2%-5% 3%-5% 5%-7.5%

Medical cost inflation N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 4.00% 4.00% 4.00% 4.00% N/A N/A N/A N/A

viiviiviiviivii The major categories of plan assets asThe major categories of plan assets asThe major categories of plan assets asThe major categories of plan assets asThe major categories of plan assets as

percentage of total plan assetspercentage of total plan assetspercentage of total plan assetspercentage of total plan assetspercentage of total plan assets

Debt securities 100.00% 99.73% 100% 73% 100.00% 99.16% 100% 100% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Balances with banks 0.00% 0.27% 0% 27% 0.00% 0.84% 0% 0% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

viiiviiiviiiviiiviii Effect of one percentage point changeEffect of one percentage point changeEffect of one percentage point changeEffect of one percentage point changeEffect of one percentage point change One percentage point increase inOne percentage point increase inOne percentage point increase inOne percentage point increase inOne percentage point increase in One percentage point decrease inOne percentage point decrease inOne percentage point decrease inOne percentage point decrease inOne percentage point decrease in

in assumed Medical inflation ratein assumed Medical inflation ratein assumed Medical inflation ratein assumed Medical inflation ratein assumed Medical inflation rate Medical inflation rateMedical inflation rateMedical inflation rateMedical inflation rateMedical inflation rate Medical inflation rate Medical inflation rate Medical inflation rate Medical inflation rate Medical inflation rate

2011 2010 2009 2008 2011 2010 2009 2008

DBO as at 31 March 30.48 216.65 150.45 209.33 28.06 193.01 134.89 183.65

Service cost for the year 20.60 17.43 30.36 31.25 18.46 15.75 26.94 25.02

Interest cost for the year 18.05 12.63 20.24 12.37 16.04 11.31 15.48 9.48



78

(a) Defined Contribution Plans-Defined Contribution Plans-Defined Contribution Plans-Defined Contribution Plans-Defined Contribution Plans-

The Company’s contribution to defined contribution plan aggregated Rs. 296.37 lakhs (2009-10 Rs.278.32 lakhs) for the year ended March 31, 2011 has been recognised in the statement of Profit andLoss Account.

(b) The expected rate of return on plan assets is based on market expectation, at the beginning of theyear, for returns over the entire life of the related obligation.

(c) The assumption of future salary increases, considered in actuarial valuation, takes into account ofinflation, seniority, promotion and other relevant factors, such as supply and demand in theemployment market.

d .d .d .d .d . Capital CommitmentsCapital CommitmentsCapital CommitmentsCapital CommitmentsCapital Commitments

The estimated amount of contracts remaining to be executed on capital account, and not provided for isRs. 1,684.05 lakhs as at March 31, 2011 (Year ended March 31, 2010 : Rs. 378.36 Lakhs).

e .e .e .e .e . Contingent LiabilitiesContingent LiabilitiesContingent LiabilitiesContingent LiabilitiesContingent Liabilities

As at March 31, 2011As at March 31, 2011As at March 31, 2011As at March 31, 2011As at March 31, 2011 As at March 31, 2010Rs. LakhsRs. LakhsRs. LakhsRs. LakhsRs. Lakhs Rs. Lakhs

a) Bills discounted ----- 5,156.18

b) Income Tax demands disputed in appeals 219.40219.40219.40219.40219.40 196.97

c) Sales Tax demands disputed in appeals 53.0153.0153.0153.0153.01 53.01

d) Service Tax demands disputed in appeals 313.74313.74313.74313.74313.74 100.91

e) Corporate Guarantees issued to Bank in 22,813.5122,813.5122,813.5122,813.5122,813.51 23,250.14respect of loan taken by subsidiary companies

f .f .f .f .f . Stock Option PlanStock Option PlanStock Option PlanStock Option PlanStock Option Plan

Details of the Employee Stock Option Plan 2001 (TTESOP 2001) are mentioned below:

Number of options granted, Exercised and forfeitedNumber of options granted, Exercised and forfeitedNumber of options granted, Exercised and forfeitedNumber of options granted, Exercised and forfeitedNumber of options granted, Exercised and forfeited As atAs atAs atAs atAs at As atMarch 31, 2011March 31, 2011March 31, 2011March 31, 2011March 31, 2011 March 31, 2010

Options granted, beginning of the year 180,803180,803180,803180,803180,803 268,377

Granted during the year ----- -

Exercised during the year (70,664)(70,664)(70,664)(70,664)(70,664) (81,798)

Forfeited during the year (1,600)(1,600)(1,600)(1,600)(1,600) (5,776)

Option granted, end of year 108,539108,539108,539108,539108,539 180,803

g.g.g.g.g. Quantitative detailsQuantitative detailsQuantitative detailsQuantitative detailsQuantitative details

(((((VVVVValues in Rsalues in Rsalues in Rsalues in Rsalues in Rs..... Lak Lak Lak Lak Lakhs)hs)hs)hs)hs)

2010-112010-112010-112010-112010-11 2009-10

OPENINGOPENINGOPENINGOPENINGOPENING PURCHASESPURCHASESPURCHASESPURCHASESPURCHASES OPENING PURCHASES

STOCKSTOCKSTOCKSTOCKSTOCK STOCK

Networking Items Value ----- 33.9233.9233.9233.9233.92 - 0.96

Qty ----- 200200200200200 - 1

Software & Licenses Value ----- 5,607.195,607.195,607.195,607.195,607.19 - 3,084.70

Qty ----- 2,1562,1562,1562,1562,156 - 1,284

TTTTTOOOOOTTTTTALALALALAL Value ----- 5,641.115,641.115,641.115,641.115,641.11 - 3,085.66

Qty ----- 2,3562,3562,3562,3562,356 - 1,285

2010-112010-112010-112010-112010-11 2009-10

SALESSALESSALESSALESSALES CLOSINGCLOSINGCLOSINGCLOSINGCLOSING SALES CLOSING

STOCKSTOCKSTOCKSTOCKSTOCK STOCK

Networking Items Value 42.0142.0142.0142.0142.01 - 1.45 -

Qty 200200200200200 - 1 -

Software & Licenses Value 6,975.586,975.586,975.586,975.586,975.58 ----- 3,944.10 -

Qty 2,1562,1562,1562,1562,156 ----- 1,284 -

TTTTTOOOOOTTTTTALALALALAL Value 7,017.597,017.597,017.597,017.597,017.59 ----- 3,945.55 -

Qty 2,3562,3562,3562,3562,356 ----- 1,285 -

79

h.h.h.h.h. Information as required under clause 4(D), Part II, Schedule VI to the Companies ActInformation as required under clause 4(D), Part II, Schedule VI to the Companies ActInformation as required under clause 4(D), Part II, Schedule VI to the Companies ActInformation as required under clause 4(D), Part II, Schedule VI to the Companies ActInformation as required under clause 4(D), Part II, Schedule VI to the Companies Act

2010-20112010-20112010-20112010-20112010-2011 2009-2010Rs. LakhsRs. LakhsRs. LakhsRs. LakhsRs. Lakhs Rs. Lakhs

(a) Earnings in foreign currency 11,091.4611,091.4611,091.4611,091.4611,091.46 7,900.49

Services 11,013.82 7,763.75

Commission 48.46 47.13

Interest 29.18 89.61

(b) CIF Value of imports 455.69455.69455.69455.69455.69 598.15

Capital Goods 382.67 366.20

Revenue Items 73.03 231.94

(‘c) Expenditure in foreign currency: 3,306.743,306.743,306.743,306.743,306.74 3,467.82

Travel / Training Expenses 96.88 185.25

Software Development services 2,793.48 1,974.73

Interest 92.62 88.29

Commission 305.81 252.29

Other Expenses 17.95 97.94

i .i .i .i .i . Remittances in foreign currencies for dividendsRemittances in foreign currencies for dividendsRemittances in foreign currencies for dividendsRemittances in foreign currencies for dividendsRemittances in foreign currencies for dividends

The particulars of dividends remitted in foreign currencies to non-resident shareholders are as under:

2010-112010-112010-112010-112010-11 2009-10

Number of non-resident shareholders

FY 2008-09 - Final dividend No. - 6

FY 2009-10 - Final dividend No. 66666 -

FY 2010-11 - Interim dividend No. 55555 -

Number of shares held by them

FY 2008-09 - Final dividend No. - 4,244,089

FY 2009-10 - Final dividend No. 4,246,8894,246,8894,246,8894,246,8894,246,889

FY 2010-11 - Interim dividend No. 3,434,8973,434,8973,434,8973,434,8973,434,897

Gross amount of dividend

FY 2008-09 - Final dividend Rs. Lakhs - 84.88

FY 2009-10 - Final dividend Rs. Lakhs 297.28297.28297.28297.28297.28

FY 2010-11 - Interim dividend Rs. Lakhs 240.44240.44240.44240.44240.44

j .j .j .j .j . Auditors Remuneration*Auditors Remuneration*Auditors Remuneration*Auditors Remuneration*Auditors Remuneration*


i) For services as auditors, including quarterly audits 25.0025.0025.0025.0025.00 25.00

ii) For Tax Audit 3.003.003.003.003.00 3.00

iii) For Other services 0.500.500.500.500.50 1.27

iv) Reimbursement of out-of-pocket expenses 0.330.330.330.330.33 0.11

28.8328.8328.8328.8328.83 29.38

* Excluding service tax



80

k.k.k.k.k. Managerial RemunerationManagerial RemunerationManagerial RemunerationManagerial RemunerationManagerial Remuneration


Managerial Remuneration for Director

(excluding provision for encashable leave) 30.2430.2430.2430.2430.24 30.24

The above is inclusive of

(a) Estimated expenditure on perquisites - -

(b) Commission - -

(c) Incentive Remuneration 20.1620.1620.1620.1620.16 20.16

Commission to Wholetime Director

(a) Profit after Tax as per Profit & Loss Account 9,704.619,704.619,704.619,704.619,704.61 7,636.50

(b) Add: Managerial Remuneration 30.2430.2430.2430.2430.24 30.24

Provision for Taxation - Current year 3,800.003,800.003,800.003,800.003,800.00 3,034.36

- Earlier year (412.00)(412.00)(412.00)(412.00)(412.00) -

- Deferred (382.24)(382.24)(382.24)(382.24)(382.24) 59.49

Provision for doubtful debts 151.15151.15151.15151.15151.15 9.13

Depreciation as per Books 1,475.971,475.971,475.971,475.971,475.97 4,663.134,663.134,663.134,663.134,663.13 937.34

14,367.7414,367.7414,367.7414,367.7414,367.74 11,707.06

(c) Less: Depreciation as per Section 350

of the Companies Act, 1956 1,475.971,475.971,475.971,475.971,475.97 937.34

Profit on sale of assets 4.754.754.754.754.75 1,480.721,480.721,480.721,480.721,480.72 -

(d) Net Profit as per Section 309(5) 12,887.0212,887.0212,887.0212,887.0212,887.02 10,769.72

(e) Commission to Wholetime Director ----- -

l .l .l .l .l . Obligations towards finance leaseObligations towards finance leaseObligations towards finance leaseObligations towards finance leaseObligations towards finance lease

As at MarchAs at MarchAs at MarchAs at MarchAs at March As at March31, 201131, 201131, 201131, 201131, 2011 31, 2010Rs. LakhsRs. LakhsRs. LakhsRs. LakhsRs. Lakhs Rs. Lakhs

TTTTTotal of Motal of Motal of Motal of Motal of Minimum lease painimum lease painimum lease painimum lease painimum lease paymenymenymenymenymentststststs

Not later than one year 9.549.549.549.549.54

Later than one year and not later than five years 33.3833.3833.3833.3833.38

42.9242.9242.9242.9242.92 -----

Less: InterestLess: InterestLess: InterestLess: InterestLess: Interest 9.099.099.099.099.09 -----

Present Value of Minimum lease paymentsPresent Value of Minimum lease paymentsPresent Value of Minimum lease paymentsPresent Value of Minimum lease paymentsPresent Value of Minimum lease payments


Later than one year and not later than five years 27.6227.6227.6227.6227.62

33.8333.8333.8333.8333.83 -----

The Company has entered into finance leasearrangements for servers.

m.m.m.m.m. Obligations under operating leaseObligations under operating leaseObligations under operating leaseObligations under operating leaseObligations under operating lease

2010-112010-112010-112010-112010-11 2009-10Obligations towards non-cancelable leaseObligations towards non-cancelable leaseObligations towards non-cancelable leaseObligations towards non-cancelable leaseObligations towards non-cancelable lease Rs. LakhsRs. LakhsRs. LakhsRs. LakhsRs. Lakhs Rs. Lakhs

Lease Obligations

Dues not later than one year 119.87119.87119.87119.87119.87 19.09

Due later than one year but not later than five years 247.03247.03247.03247.03247.03 26.37

366.90366.90366.90366.90366.90 45.47

Later than five years ----- -

Lease payments recognised in the statement of 14.7914.7914.7914.7914.79 45.12profit and loss for the year

The Company has entered into operating lease arrangements for office premises. This includes leaseobligations on account of a lease agreement for premises in SEZ Unit, signed on March 31, 2011 which hasno impact on Profit and Loss account for current year.

81

n.n.n.n.n. Derivative transactionsDerivative transactionsDerivative transactionsDerivative transactionsDerivative transactions.

The Company uses forward exchange contracts to hedge its exposure in foreign currency. The informationon derivative instruments is as follows:

1. Derivative instruments outstanding as at March 31, 2011:

in Rs. Lakhs

ParticularsParticularsParticularsParticularsParticulars As AtAs AtAs AtAs AtAs At Bought/soldBought/soldBought/soldBought/soldBought/sold AmountAmountAmountAmountAmount AmountAmountAmountAmountAmount

Forward Exchange contracts March 31, 2011March 31, 2011March 31, 2011March 31, 2011March 31, 2011 - - - -

March 31, 2010 Sold (GBP/INR) GBP 13.56 INR 920.19

2. Foreign exchange currency exposures not covered by derivative instruments as at March 31, 2011

In Rs. LakhsIn Rs. LakhsIn Rs. LakhsIn Rs. LakhsIn Rs. Lakhs

As At March 31, 2011As At March 31, 2011As At March 31, 2011As At March 31, 2011As At March 31, 2011 As At March 31, 2010

ParticularsParticularsParticularsParticularsParticulars CurrencyCurrencyCurrencyCurrencyCurrency Amount inAmount inAmount inAmount inAmount in EquivalentEquivalentEquivalentEquivalentEquivalent Amount in Equivalent Foreign Foreign Foreign Foreign Foreign amountamountamountamountamount Foreign amount

CurrencyCurrencyCurrencyCurrencyCurrency in INRin INRin INRin INRin INR Currency in INR

Sundry Debtors EUR 3.753.753.753.753.75 237.88237.88237.88237.88237.88 4.63 280.37

CAD ----- ----- 0.01 0.53

GBP 13.8913.8913.8913.8913.89 992.89992.89992.89992.89992.89 7.73 524.51

SGD ----- ----- 0.04 1.29

THB 17.8317.8317.8317.8317.83 26.2526.2526.2526.2526.25 16.35 22.85

USD 51.7351.7351.7351.7351.73 2,306.602,306.602,306.602,306.602,306.60 51.10 2,301.09

Sundry Creditors EUR 0.310.310.310.310.31 19.7719.7719.7719.7719.77 0.03 1.90

GBP 1.201.201.201.201.20 85.7485.7485.7485.7485.74 0.44 30.06

SGD 0.090.090.090.090.09 3.013.013.013.013.01 0.15 4.77

THB 6.446.446.446.446.44 9.499.499.499.499.49 0.81 1.14

USD 12.8412.8412.8412.8412.84 572.48572.48572.48572.48572.48 56.04 2,523.67

Unsecured Loan USD 108.66108.66108.66108.66108.66 4,844.694,844.694,844.694,844.694,844.69 90.00 4,052.71

Loan to subsidiary USD 5.905.905.905.905.90 263.22263.22263.22263.22263.22 20.27 912.58

Current account with Bank USD 91.0991.0991.0991.0991.09 4,061.694,061.694,061.694,061.694,061.69 39.48 1,777.71

o.o.o.o.o. During the prior year, based on the approval of Shareholders of the Company at the Extra-Ordinary GeneralMeeting held on March 5, 2010 and on the basis of Order of the High Court of Judicature at Mumbai videits order dated April 16, 2010, the Company had utilized balance in the securities premium account to thetune of Rs. 4,665.77 lakhs towards one time charges/cost (including change in accounting policy forprovision for doubtful debts) incurred by the Company and its subsidiary companies. The amounts relatingto the Company amounting to Rs.1,731.44 lakhs had been adjusted to the Securities Premium Account. Anamount of Rs.2,934.33 lakhs equivalent to the total amount of adjustments relating to the subsidiaries hadbeen identified and segregated from the balance in the Securities Premium Account for adjustment onconsolidation. Of this total adjustment made, Rs.158.31 lakhs and Rs.1,657.63 lakhs related to provision fordoubtful debts of the Company and its subsidiary companies respectively on account of change inaccounting with regard to provision for doubtful debts.

During the year ended 31st March 2011, the Company and its subsidiary companies have received amountsaggregating to Rs. 146.95 lakhs and Rs. 543.03 lakhs respectively against the balances for which the provisionwere made on account of change in accounting policy. Consequently, such excess provisions for doubtfuldebts on account of the said collections have been written back to the securities premium account.

p .p .p .p .p . Dues to micro, small and medium scale enterprisesDues to micro, small and medium scale enterprisesDues to micro, small and medium scale enterprisesDues to micro, small and medium scale enterprisesDues to micro, small and medium scale enterprises

Based on the information available with the Company, none of the vendors fall under the definition of micro,small and medium scale enterprises. This information is not verifiable by the auditors.



82

q.q.q.q.q. Segment ReportingSegment ReportingSegment ReportingSegment ReportingSegment Reporting

Primary SegmentPrimary SegmentPrimary SegmentPrimary SegmentPrimary Segment

Segment reporting is made on the basis of the geographical location of the customer.

USAUSAUSAUSAUSA IndiaIndiaIndiaIndiaIndia Rest of theRest of theRest of theRest of theRest of the TTTTTotalotalotalotalotalWorldWorldWorldWorldWorld Rs. LakhsRs. LakhsRs. LakhsRs. LakhsRs. Lakhs

Revenues 5,949.595,949.595,949.595,949.595,949.59 38,365.7438,365.7438,365.7438,365.7438,365.74 5,000.735,000.735,000.735,000.735,000.73 49,316.0649,316.0649,316.0649,316.0649,316.06

3,666.88 30,513.20 4,107.97 38,288.05

Identifiable operating expenses 4,866.564,866.564,866.564,866.564,866.56 24,233.6124,233.6124,233.6124,233.6124,233.61 3,732.913,732.913,732.913,732.913,732.91 32,833.0832,833.0832,833.0832,833.0832,833.08

3,305.50 18,017.06 2,715.26 24,037.81

Allocated expenses 201.32201.32201.32201.32201.32 782.31782.31782.31782.31782.31 169.21169.21169.21169.21169.21 1,152.841,152.841,152.841,152.841,152.84

113.18 692.07 126.80 932.05

Segmental operating Income 881.71881.71881.71881.71881.71 13,349.8213,349.8213,349.8213,349.8213,349.82 1,098.611,098.611,098.611,098.611,098.61 15,330.1415,330.1415,330.1415,330.1415,330.14

248.20 11,804.08 1,265.91 13,318.19

Unallocable expenses 3,695.693,695.693,695.693,695.693,695.69

3,480.12

Other Income 1,075.921,075.921,075.921,075.921,075.92

892.29

Net profit before taxes 12,710.3712,710.3712,710.3712,710.3712,710.37

10,730.35

Taxes 3,005.763,005.763,005.763,005.763,005.76

3,093.85

Net profit after taxes 9,704.619,704.619,704.619,704.619,704.61

7,636.51

Fixed assets used in the Company’s business or liabilities contracted have not been identified to any of thereported segments, as fixed assets and services are used interchangeably between reported segments.

Secondary SegmentSecondary SegmentSecondary SegmentSecondary SegmentSecondary Segment

The complete operations of the Company have been treated as a single segment “Information technologyservices”.

Previous year figures have been shown in italic.

rrrrr..... Related Party Disclosures for the period March 31, 2011Related Party Disclosures for the period March 31, 2011Related Party Disclosures for the period March 31, 2011Related Party Disclosures for the period March 31, 2011Related Party Disclosures for the period March 31, 2011

a) Related party and their relationship

1 Parent Company Tata Motors Limited

2 Subsidiary Company Tata Technologies Pte. Limited, Singapore

3 Indirect Subsidiaries 1 Tata Technologies (Thailand) Limited2 INCAT International Plc.3 Tata Technologies Europe Limited4 INCAT SAS (liquidated w.e.f. April 30, 2010)5 INCAT GmbH6 Tata Technologies Inc.7 Tata Technologies de Mexico, A.S. de C.V.8 Tata Technologies (Canada) Inc.

4 Fellow subsidiaries 1 TAL Manufacturing Solutions Ltd.2 HV Axle Ltd.

3 HV Transmission Ltd.

4 Sheba Properties Ltd.

5 Concorde Motors (India) Ltd.

6 Tata Daewoo Commercial Vehicle Co.Ltd.

7 Tata Motors Insurance Broking & Advisory Services Ltd.

8 Tata Motors European Technical Centre Plc.

9 Tata Motors Finance Limited

10 Tata Marcopolo Motors Ltd.

11 Tata Motors (Thailand) Ltd.

12 TML Holdings Pte Ltd., Singapore

13 TML Distribution Company Limited

83

4 Fellow subsidiaries 14 Tata Hispano Motors Carrocera S.A.

15 Tata Motors (SA) (Proprietory) Limited

16 Miljobil Grenland AS

17 JaguarLandRover Limited

18 Jaguar Cars Ltd

19 Jaguar Cars Overseas Holdings Ltd

20 Jaguar Land Rover Austria GmbH

21 Jaguar Belux NV

22 Jaguar Land Rover Japan Ltd.

23 Jaguar cars South Africa (pty) Ltd

24 Jaguar Italia SPA

25 Jaguar Cars Exports Ltd

26 The Daimler Motor Company Ltd

27 The Jaguar Collection Ltd

28 Daimler Transport Vehicles Ltd

29 SS Cars Ltd

30 The Lanchester Motors Company Ltd

31 Jaguar Hispania Sociedad

32 Jaguar Deutschland GmbH

33 Land Rover UK

34 Land Rover Group Ltd

35 Jaguar Land Rover North America LLC

36 Land Rover Belux S.A./N.V

37 Land Rover Ireland Ltd

38 Jaguar Land Rover Nederland BV

39 Jaguar Land Rover Portugal - Veiculos e Pecas LDA

40 Jaguar Land Rover Australia Pty Ltd.

41 Land Rover Exports Ltd

42 Land Rover Italia SpA

43 Land Rover Espana SL

44 Land Rover Deutschland GmbH

45 Jaguar Land Rover Mexico SA de CV (sold to an importer on July

12, 2010)

46 Jaguar Land Rover Korea Company Ltd

47 Jaguar Land Rover Automotive Trading (Shanghai) Company Ltd.

48 Jaguar Land Rover Canada ULC

49 Jaguar Land Rover France, SAS

50 Jaguar Land Rover (South Africa) (Pty) Ltd.

51 Jaguar Land Rover Brazil LLC

52 Limited Liability Company “Jaguar Land Rover” (Russia)

53 Land Rover Parts Limited

54 Land Rover Parts US LLC

55 Tata Hispano Carrosseries Maghreb (Name changed from

Carrosseries Hispano Maghreb, Morocco w.e.f.

February 22, 2011)

56 Tata Daewoo Commercial Vehicle Sales and Ditsribution Co. Ltd.

57 Tata Precision Industries Pte. Ltd (w.e.f. February 15, 2011)

58 Tata Engineering Services Pte Ltd (w.e.f. February 15, 2011)

59 Trilix, Italy

5 Joint Venture TATA HAL Technologies Limited

6 Associates of Parent Company 1 Tata Cummins Ltd

2 Tata Precision Industries (India) Ltd. (w.e.f. February 15, 2011)

3 Fiat India Automobiles Ltd.

4 Automobile Corporation of Goa Ltd

5 Nita Co Ltd

6 Telco Construction Equipment Co.Ltd.

7 Tata AutoComp Systems Ltd



84

7 Key Management Personnel Mr. P. R. McGoldrick

8 Key Management Personnel in 1 Mr. Warren K Harris

subsidiary companies & Joint 2 Mr. Samir Yajnik

Venture 3 Mr. Fernando Oviedo

4 Mr. Nick Sale

5 Mr. Ramesh Indhewat

6 Mr. Ron Bienkowski

7 Mr. Lokesh Shrivastava

b) Transactions with the related parties

A statement of transactions with the related parties is attached.

in Rs. lakhs

Particulars Parent Fellow Subsidiaries Joint Associates of KeyCompany Subsidiaries Venture Parent Management

Company Personnel

Sale of goods (inclusive of sales tax) 3,225 - 8.74 29.22 5.20 -(1,194,28) (94.40) (8.54) (17.98) (52.20) -

Services received (0.07) 1.69 3,347.16 134.94 17.34 -(-) (-) (511.87) (7.72) (1.45) -

Services rendered 26,224.57 1,709.45 9,174.24 1.09 601.36 -(21,005.40) (1,816.87) (6,870.04) (-) (143.07) -

Finance given (including loans. equity & ICD) 27,100.00 - - - - -(22,900.00) - - - - -

Finance taken (including loans, equity & ICD) 32,600.00 - - - - -(21,600.00) - - - - -

Interest/Dividend paid (received) (net) (553.14) - (29.18) - - -(24.62) - (-90.33) - - -

Remuneration - - - - - 30.24- - - - - (30.24)

Amount receivable 2,176.22 111.96 2,563.04 15.43 72.19 -(1,009.18) (246.00) (3,740.63) (18.13) (70.21) -

Amount Payable 45.24 (0.01) 547.25 35.65 0.00 20.16(15.94) (-) (391.48) (4.10) (-) (20.16)

Amount receivable (in respect of - - 263.22 432.00 - - loans, Equity & ICD) (5,500.00) - (912.58) (273.50) - -

Amount payable (in respect of - 0.01 - - 2.92 - loans, Equity & ICD) - (0.01) - - (-) -

Disclosure of material transactionsDisclosure of material transactionsDisclosure of material transactionsDisclosure of material transactionsDisclosure of material transactions:

There are no material transactions with related parties except for Tata Motors Ltd. (parent Company) asdisclosed above.

Previous year’s figures have been shown in bracket.

s .s .s .s .s . The Company has a joint venture with Hindustan Aeronautics Ltd., TATA HAL Technologies Ltd (THTL) forproviding engineering and design solutions and services in the domain of aerostructures for aerospaceindustry. The Company has an investment of Rs. 307 lakhs as at March 31, 2011, representing 50%shareholding in THTL. During the year, the Company has further remitted Rs. 125 lakhs to THTL, towardsapplication money and allotment of shares for the same is pending.

85

The proportionate share of assets and liabilities as on March 31, 2011 and income and expenditure for theyear 2010-11of THTL are given below.

IN Rs. Lakhs

As on March 31, 2011As on March 31, 2011As on March 31, 2011As on March 31, 2011As on March 31, 2011 As on March 31, 2010(Audited)(Audited)(Audited)(Audited)(Audited) (Audited)

RESRVERS AND SURPLUSRESRVERS AND SURPLUSRESRVERS AND SURPLUSRESRVERS AND SURPLUSRESRVERS AND SURPLUS

Profit & Loss Account (214.66)(214.66)(214.66)(214.66)(214.66) (184.44)

ASSETSASSETSASSETSASSETSASSETS

Net Block (including CWIP) 69.9569.9569.9569.9569.95 56.57

Current Assets 189.60189.60189.60189.60189.60 76.64

259.55259.55259.55259.55259.55 133.20

LIABILITIESLIABILITIESLIABILITIESLIABILITIESLIABILITIES

Loan Funds

Current Liabilities 32.2232.2232.2232.2232.22 38.46

Provisions 9.999.999.999.999.99 5.68

42.2142.2142.2142.2142.21 44.14

2010-112010-112010-112010-112010-11 2009-10(Audited)(Audited)(Audited)(Audited)(Audited) (Audited)


Service Income 153.73153.73153.73153.73153.73 22.73

Other Income 13.5913.5913.5913.5913.59 5.71

167.31167.31167.31167.31167.31 28.43


Salary & Other general expenses 180.96180.96180.96180.96180.96 107.06

Depreciation 16.5716.5716.5716.5716.57 0.65

197.53197.53197.53197.53197.53 107.70

t .t .t .t .t . The previous year figures have been reclassified / regrouped, wherever necessary, to conform to the currentyear’s classification.



86

BBBBBalancalancalancalancalance Se Se Se Se Sheet Aheet Aheet Aheet Aheet Abstrbstrbstrbstrbstracacacacact and Ct and Ct and Ct and Ct and Companompanompanompanompanyyyyy’’’’’s Gs Gs Gs Gs Generenerenerenereneral Bal Bal Bal Bal Business Pusiness Pusiness Pusiness Pusiness Prrrrrofile :ofile :ofile :ofile :ofile :

I)I)I)I)I) Registration Details :Registration Details :Registration Details :Registration Details :Registration Details :

Registration No. U72200PN1994PLC013313

Balance Sheet Date 31.03.2011

II)II)II)II)II) CCCCCapital Rapital Rapital Rapital Rapital Raised duraised duraised duraised duraised during the ing the ing the ing the ing the YYYYYearearearearear (Amount in Rs. Thousands)

Public Issue Nil

Rights Issue Nil

Bonus Issue Nil

Private Placement (Employee Stock Option Plan) 707

III)III)III)III)III) Position of Mobilisation and Deployment of FundsPosition of Mobilisation and Deployment of FundsPosition of Mobilisation and Deployment of FundsPosition of Mobilisation and Deployment of FundsPosition of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)

TTTTTotal Liabiliitotal Liabiliitotal Liabiliitotal Liabiliitotal Liabiliiteseseseses 6,038,228

TTTTTotal Aotal Aotal Aotal Aotal Assetsssetsssetsssetsssets 6,038,228

Sources of Funds :Sources of Funds :Sources of Funds :Sources of Funds :Sources of Funds :

Paid-up Capital 373,153

Advance towards Share Capital -

Reserves & Surplus 4,035,505

Secured Loans 12,230

Unsecured Loans 484,469

Application of Funds :Application of Funds :Application of Funds :Application of Funds :Application of Funds :

Net Fixed Assets 719,244

Investments 3,193,134

Net Current Assets 971,141

Misc. Expenditure -

Deferred Tax Asset/(Liability) -

Accumulated Losses -

IVIVIVIVIV))))) Performance of CompanyPerformance of CompanyPerformance of CompanyPerformance of CompanyPerformance of Company (Amount in Rs. Thousands)

Turnover 5,047,452

Total Expenditure (3,776,415)

Profit/(Loss) Before Tax 1,271,037

Profit/(Loss) After Tax 970,461

Earning Per Share - Basic (Rs.) 26.04

Dividend Rate 120%

VVVVV))))) Generic Names of Three Principal Products/Services of Company Generic Names of Three Principal Products/Services of Company Generic Names of Three Principal Products/Services of Company Generic Names of Three Principal Products/Services of Company Generic Names of Three Principal Products/Services of Company (as per monetary terms)

Item Code No. (ITC Code) Nil

Product Description Information Technology Consultancy

Item Code No. (ITC Code) Nil

Product Description Trading in Computer Hardware/Software

Additional Information as required under Part IVAdditional Information as required under Part IVAdditional Information as required under Part IVAdditional Information as required under Part IVAdditional Information as required under Part IVof Schedule of Schedule of Schedule of Schedule of Schedule VI tVI tVI tVI tVI to the Co the Co the Co the Co the Companies Aompanies Aompanies Aompanies Aompanies Acccccttttt,,,,, 1956 1956 1956 1956 1956

87

AAAAAUDITUDITUDITUDITUDITORSORSORSORSORS’’’’’ REPOR REPOR REPOR REPOR REPORT ON CT ON CT ON CT ON CT ON CONSOLIDAONSOLIDAONSOLIDAONSOLIDAONSOLIDATED FINANCIAL STTED FINANCIAL STTED FINANCIAL STTED FINANCIAL STTED FINANCIAL STAAAAATEMENTTEMENTTEMENTTEMENTTEMENTSSSSS

TTTTTO O O O O THE BOTHE BOTHE BOTHE BOTHE BOARD OF DIRECTARD OF DIRECTARD OF DIRECTARD OF DIRECTARD OF DIRECTORS OF ORS OF ORS OF ORS OF ORS OF TTTTTAAAAATTTTTA A A A A TECHNOLTECHNOLTECHNOLTECHNOLTECHNOLOGIES LIMITEDOGIES LIMITEDOGIES LIMITEDOGIES LIMITEDOGIES LIMITED

1. We have audited the attached Consolidated Balance Sheet of Tata Technologies Limited (“the Company”), itssubsidiaries and jointly controlled entity (the Company, its subsidiaries and jointly controlled entitiesconstitute “the Group”) as at March 31, 2011, the Consolidated Profit and Loss Account and the ConsolidatedCash Flow Statement of the Group for the year ended on that date, both annexed thereto. The ConsolidatedFinancial Statements include investments in jointly controlled entities accounted in accordance withAccounting 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’sManagement and have been prepared on the basis of the separate financial statements and other financialinformation regarding components. Our responsibility is to express an opinion on these financial statementsbased on our audit.

2. We conducted our audit in accordance with the auditing standard generally accepted in India. ThoseStandards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatements. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by the Management, as well as evaluating theoverall financial statements presentation. We believe that our audit provides a reasonable basis for ouropinion.

3. We did not audit the financial statements of certain subsidiaries and the joint venture, whose financialstatements reflect total assets of Rs. 8,980.37 lakhs as at March 31, 2011, total revenues of Rs. 39,094.89 lakhsand net cash inflows amounting to Rs.276.15 lakhs for the year ended on that date. These financial statementshave been audited by other auditors whose reports have been furnished to us and our opinion, in so far itrelates to amounts included in respect of these subsidiaries and the joint venture, is based solely on thereports of other auditors.

4. We report that the Consolidated Financial Statements have been prepared by the Company in accordancewith the requirements of Accounting Standard 21(Consolidated Financial Statements) and AccountingStandard 27 (Financial Reporting of Interest in Joint Ventures) as notified under the Companies (AccountingStandard) Rules, 2006.

5. Based on our audit and on consideration of the separate audit reports on individual financial statements ofthe Company and its aforesaid subsidiaries and joint venture, and to the best of our information andaccording to the explanations given to us, in our opinion, the Consolidated Financial Statements give a trueand fair view in conformity with the accounting principles generally accepted in India;

i) in case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2011;

ii) in the case of the Consolidated Profit and Loss Account, of the profit of the Group for the year endedon that date; and

iii) in the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the year endedon that date.

For Deloitte Haskins & Sells Deloitte Haskins & Sells Deloitte Haskins & Sells Deloitte Haskins & Sells Deloitte Haskins & Sells Chartered Accountants

(Registration No.117366W)

Place: Pune Hemant JoshiHemant JoshiHemant JoshiHemant JoshiHemant JoshiDate: April 30, 2011 Partner

(Membership No. 38019)



88

in Rs lakhs.


SOURCES OF FUNDSSOURCES OF FUNDSSOURCES OF FUNDSSOURCES OF FUNDSSOURCES OF FUNDS

SHAREHOLDERS’ FUNDSSHAREHOLDERS’ FUNDSSHAREHOLDERS’ FUNDSSHAREHOLDERS’ FUNDSSHAREHOLDERS’ FUNDS

Share Capital 1 3,731.533,731.533,731.533,731.533,731.53 3,724.46

Reserves and Surplus 2 43,045.0843,045.0843,045.0843,045.0843,045.08 30,996.36

46,776.6146,776.6146,776.6146,776.6146,776.61 34,720.82

LOAN FUNDSLOAN FUNDSLOAN FUNDSLOAN FUNDSLOAN FUNDS

Secured Loans 3 2,574.482,574.482,574.482,574.482,574.48 2,517.67

Unsecured Loans 4 27,701.1027,701.1027,701.1027,701.1027,701.10 27,257.35

30,275.5830,275.5830,275.5830,275.5830,275.58 29,775.02

DEFERRED DEFERRED DEFERRED DEFERRED DEFERRED TTTTTAAAAAX LIABILITX LIABILITX LIABILITX LIABILITX LIABILITYYYYY ----- 163.86[Note 12.6.c Schedule ‘12’]

TTTTTOOOOOTTTTTAL FUNDS EMPLAL FUNDS EMPLAL FUNDS EMPLAL FUNDS EMPLAL FUNDS EMPLOOOOOYEDYEDYEDYEDYED 77,052.1977,052.1977,052.1977,052.1977,052.19 64,659.70

APPLICAPPLICAPPLICAPPLICAPPLICAAAAATION OF FUNDSTION OF FUNDSTION OF FUNDSTION OF FUNDSTION OF FUNDS

GOODWILL [Note 12.6.f Schedule ‘12’] 34,456.5334,456.5334,456.5334,456.5334,456.53 32,887.66

FIXED ASSETS

Gross Block 5 19,608.8419,608.8419,608.8419,608.8419,608.84 18,029.32

Less: Depreciation and amortisation 11,732.8811,732.8811,732.8811,732.8811,732.88 10,627.21

Net Block 7,875.967,875.967,875.967,875.967,875.96 7,402.11

Capital Work in Progress 814.29814.29814.29814.29814.29 62.17

8,690.258,690.258,690.258,690.258,690.25 7,464.28

INVESTMENTSINVESTMENTSINVESTMENTSINVESTMENTSINVESTMENTS 6 9,608.589,608.589,608.589,608.589,608.58 4,409.70

DEFERRED DEFERRED DEFERRED DEFERRED DEFERRED TTTTTAAAAAX ASSET [NX ASSET [NX ASSET [NX ASSET [NX ASSET [Nototototote 12.6.c Schedule e 12.6.c Schedule e 12.6.c Schedule e 12.6.c Schedule e 12.6.c Schedule ‘12’]‘12’]‘12’]‘12’]‘12’] 859.28859.28859.28859.28859.28 890.92

CURRENT ASSETCURRENT ASSETCURRENT ASSETCURRENT ASSETCURRENT ASSETS,S,S,S,S, L L L L LOOOOOANS AND ADANS AND ADANS AND ADANS AND ADANS AND ADVVVVVANCESANCESANCESANCESANCES

Inventories 76.7876.7876.7876.7876.78 534.11

Sundry Debtors 7 23,631.8923,631.8923,631.8923,631.8923,631.89 22,303.60

Cash and Bank Balances 8 17,333.4917,333.4917,333.4917,333.4917,333.49 9,396.82

Loans and Advances 9 9,509.979,509.979,509.979,509.979,509.97 12,977.37

50,552.1350,552.1350,552.1350,552.1350,552.13 45,211.90

Less: CURRENT LIABILITIES AND PROVISIONSCURRENT LIABILITIES AND PROVISIONSCURRENT LIABILITIES AND PROVISIONSCURRENT LIABILITIES AND PROVISIONSCURRENT LIABILITIES AND PROVISIONS

Liabilities 10 23,687.7823,687.7823,687.7823,687.7823,687.78 22,151.62

Provisions 11 3,426.803,426.803,426.803,426.803,426.80 4,053.14

27,114.5827,114.5827,114.5827,114.5827,114.58 26,204.76

NET CURRENT ASSETSNET CURRENT ASSETSNET CURRENT ASSETSNET CURRENT ASSETSNET CURRENT ASSETS 23,437.5523,437.5523,437.5523,437.5523,437.55 19,007.14

TTTTTOOOOOTTTTTAL FUNDS APPLIEDAL FUNDS APPLIEDAL FUNDS APPLIEDAL FUNDS APPLIEDAL FUNDS APPLIED 77,052.1977,052.1977,052.1977,052.1977,052.19 64,659.70


Consolidated Balance Sheet as at March 31, 2011Consolidated Balance Sheet as at March 31, 2011Consolidated Balance Sheet as at March 31, 2011Consolidated Balance Sheet as at March 31, 2011Consolidated Balance Sheet as at March 31, 2011


This is the Balance Sheet referred to in our report.
















89

in Rs lakhs.




Income from Services A 88,186.1588,186.1588,186.1588,186.1588,186.15 78,681.38Sale of Products B 36,746.1336,746.1336,746.1336,746.1336,746.13 28,357.26Other Income C 1,873.671,873.671,873.671,873.671,873.67 2,758.25

126,805.95126,805.95126,805.95126,805.95126,805.95 109,796.89EXPENDITUREEXPENDITUREEXPENDITUREEXPENDITUREEXPENDITURE

Cost of Traded Items & Services D 26,627.7326,627.7326,627.7326,627.7326,627.73 18,806.46AMC Charges E 331.53331.53331.53331.53331.53 330.21Consultancy fees, Softwares and others F 15,101.9815,101.9815,101.9815,101.9815,101.98 17,881.59Payroll and Related Expenses G 54,686.7154,686.7154,686.7154,686.7154,686.71 48,652.29Communication Expenses H 990.05990.05990.05990.05990.05 1,001.32Administration & Marketing Expenses I 7,864.107,864.107,864.107,864.107,864.10 7,525.72Finance Charges J 737.80737.80737.80737.80737.80 1,205.23Depreciation and amortisation 5 1,887.261,887.261,887.261,887.261,887.26 1,467.62Bad Debts written off 38.4538.4538.4538.4538.45 164.30Provision for Bad and Doubtful debts 549.12549.12549.12549.12549.12 37.79

108,814.73108,814.73108,814.73108,814.73108,814.73 97,072.53PRPRPRPRPROFIT FOR OFIT FOR OFIT FOR OFIT FOR OFIT FOR THE THE THE THE THE YEAR BEFORE EXYEAR BEFORE EXYEAR BEFORE EXYEAR BEFORE EXYEAR BEFORE EXCEPTIONAL ITEMS AND CEPTIONAL ITEMS AND CEPTIONAL ITEMS AND CEPTIONAL ITEMS AND CEPTIONAL ITEMS AND TTTTTAAAAAXXXXX 17,991.2217,991.2217,991.2217,991.2217,991.22 12,724.36

(Gain)/loss on liquidation of subsidiaries (Net) (0.56)(0.56)(0.56)(0.56)(0.56) 127.63PRPRPRPRPROFIT / (LOFIT / (LOFIT / (LOFIT / (LOFIT / (LOSS) BEFORE OSS) BEFORE OSS) BEFORE OSS) BEFORE OSS) BEFORE TTTTTAAAAAXXXXX 17,991.7817,991.7817,991.7817,991.7817,991.78 12,596.73Provision for Taxation

- Current Tax 4,234.614,234.614,234.614,234.614,234.61 3,547.37- Earlier year (412.00)(412.00)(412.00)(412.00)(412.00) -- Deferred Tax charge/(credit) 267.30267.30267.30267.30267.30 (50.60)

PRPRPRPRPROFIT / (LOFIT / (LOFIT / (LOFIT / (LOFIT / (LOSS) AFTER OSS) AFTER OSS) AFTER OSS) AFTER OSS) AFTER TTTTTAAAAAXXXXX 13,901.8713,901.8713,901.8713,901.8713,901.87 9,099.96Balance Brought forward from Previous Year 11,939.5911,939.5911,939.5911,939.5911,939.59 6,675.09PRPRPRPRPROFIT AOFIT AOFIT AOFIT AOFIT AVVVVVAILAILAILAILAILABLE FOR APPRABLE FOR APPRABLE FOR APPRABLE FOR APPRABLE FOR APPROPRIAOPRIAOPRIAOPRIAOPRIATIONSTIONSTIONSTIONSTIONS 25,841.4625,841.4625,841.4625,841.4625,841.46 15,775.05

APPRAPPRAPPRAPPRAPPROPRIAOPRIAOPRIAOPRIAOPRIATIONSTIONSTIONSTIONSTIONSDividend- Interim Dividend 2,609.122,609.122,609.122,609.122,609.12 -- Final Dividend 1,863.681,863.681,863.681,863.681,863.68 2,603.12Tax on dividend 735.68735.68735.68735.68735.68 432.34Transfer to General Reserve 1,000.001,000.001,000.001,000.001,000.00 800.00Balance carried to Balance Sheet 19,632.9819,632.9819,632.9819,632.9819,632.98 11,939.59

25,841.4625,841.4625,841.4625,841.4625,841.46 15,775.05E.P.S (Equity Shares, par Value Rs. 10 each)[note 12.6.e, Schedule ‘12’]

- Basic (in Rs.) 37.3037.3037.3037.3037.30 24.50- Diluted (in Rs.) 37.1537.1537.1537.1537.15 24.30


Consolidated Profit and Loss Account for the year ended March 31, 2011Consolidated Profit and Loss Account for the year ended March 31, 2011Consolidated Profit and Loss Account for the year ended March 31, 2011Consolidated Profit and Loss Account for the year ended March 31, 2011Consolidated Profit and Loss Account for the year ended March 31, 2011


This is the Profit and Loss Account referred to in our report.


















90

in Rs lakhs.YYYYYear endedear endedear endedear endedear ended Year ended

Mar 31, 2011Mar 31, 2011Mar 31, 2011Mar 31, 2011Mar 31, 2011 Mar 31, 2010CCCCCASH FLASH FLASH FLASH FLASH FLOOOOOW FRW FRW FRW FRW FROM OPEROM OPEROM OPEROM OPEROM OPERAAAAATING ATING ATING ATING ATING ACTIVITIESCTIVITIESCTIVITIESCTIVITIESCTIVITIES

Net Profit after Taxation and Extraordinary Items 13,901.8713,901.8713,901.8713,901.8713,901.87 9,099.96Depreciation 1,887.261,887.261,887.261,887.261,887.26 1,467.62Disallowance of TDS Abroad 1.141.141.141.141.14 1.96Provision for Wealth Taxes 0.810.810.810.810.81 0.98Provision for Income Tax 3,822.613,822.613,822.613,822.613,822.61 3,547.37Provision for Deferred Tax 267.30267.30267.30267.30267.30 (50.60)Dividend Income on Investment in mutual funds 115.02115.02115.02115.02115.02 33.21(Profit) / Loss on Sale of Fixed Assets 2.882.882.882.882.88 1.34Interest Expense 737.79737.79737.79737.79737.79 1,205.22Interest Income (932.37)(932.37)(932.37)(932.37)(932.37) (617.53)Unrealised exchange Loss / (Gain) (194.15)(194.15)(194.15)(194.15)(194.15) 526.06Effect of exchange differences on translation of foreign currency cash & cash equivalent (360.94)(360.94)(360.94)(360.94)(360.94) (129.76)Provision for Doubtful Debts 549.12549.12549.12549.12549.12 37.79Excess provision credited to Securities Premium Account 740.18740.18740.18740.18740.18 -Operating profit before Working Capital Changes 20,538.5220,538.5220,538.5220,538.5220,538.52 15,123.62

Adjustments for :Income Accrued (52.29)(52.29)(52.29)(52.29)(52.29) (8.41)Inventories 452.37452.37452.37452.37452.37 (371.05)Debtors (1,061.40)(1,061.40)(1,061.40)(1,061.40)(1,061.40) 246.86Loans & Advances to Employees 311.03311.03311.03311.03311.03 32.75Bills of Exchange ----- 452.69Advance to Supplier, Contractors & Others (773.57)(773.57)(773.57)(773.57)(773.57) (666.83)Loans & Advances to Associates and others (1,434.54)(1,434.54)(1,434.54)(1,434.54)(1,434.54) -Deposits with Govt. Bodies & Others (60.67)(60.67)(60.67)(60.67)(60.67) (5.11)Prepaid Expenses (25.14)(25.14)(25.14)(25.14)(25.14) (1,345.14)Sundry Creditors (447.27)(447.27)(447.27)(447.27)(447.27) 1,690.18Advance & Progress Payments (792.40)(792.40)(792.40)(792.40)(792.40) 6.23Provision for Staff Welfare Expenses 34.1734.1734.1734.1734.17 (139.33)Provision for Waranty ----- (3.03)Unearned Income 380.79380.79380.79380.79380.79 (348.20)Advance Tax / Tax Deducted at Source (3,829.85)(3,829.85)(3,829.85)(3,829.85)(3,829.85) (3,856.21)NET CNET CNET CNET CNET CASH FLASH FLASH FLASH FLASH FLOOOOOW (USED IN)/GENERW (USED IN)/GENERW (USED IN)/GENERW (USED IN)/GENERW (USED IN)/GENERAAAAATED FRTED FRTED FRTED FRTED FROM OPEROM OPEROM OPEROM OPEROM OPERAAAAATING ATING ATING ATING ATING ACTIVITIESCTIVITIESCTIVITIESCTIVITIESCTIVITIES 13,239.7513,239.7513,239.7513,239.7513,239.75 10,809.02

CASH FLOW FROM INVESTING ACTIVITIESCASH FLOW FROM INVESTING ACTIVITIESCASH FLOW FROM INVESTING ACTIVITIESCASH FLOW FROM INVESTING ACTIVITIESCASH FLOW FROM INVESTING ACTIVITIESProceeds from sale of Fixed Assets 20.4520.4520.4520.4520.45 19.51Dividend Received (115.01)(115.01)(115.01)(115.01)(115.01) (33.21)Interest Received 379.23379.23379.23379.23379.23 36.85Payment for Purchase of Fixed Assets (1,352.19)(1,352.19)(1,352.19)(1,352.19)(1,352.19) (2,968.89)Inter Corporate Deposits Placed (27,100.00)(27,100.00)(27,100.00)(27,100.00)(27,100.00) (22,900.00)Inter Corporate Deposits Refunded 32,600.0032,600.0032,600.0032,600.0032,600.00 21,600.00Interest received from Intercorporate Deposit 553.14553.14553.14553.14553.14 580.68Purchase of Mutual Fund (36,783.44)(36,783.44)(36,783.44)(36,783.44)(36,783.44) (31,004.93)Sale of Mutual funds 31,584.5631,584.5631,584.5631,584.5631,584.56 29,295.67Fixed Deposit with banks (net) having maturity over three months 3.523.523.523.523.52 (11.46)NET CNET CNET CNET CNET CASH FLASH FLASH FLASH FLASH FLOOOOOW (USED IN)/GENERW (USED IN)/GENERW (USED IN)/GENERW (USED IN)/GENERW (USED IN)/GENERAAAAATED FRTED FRTED FRTED FRTED FROM INVESTING AOM INVESTING AOM INVESTING AOM INVESTING AOM INVESTING ACTIVITIESCTIVITIESCTIVITIESCTIVITIESCTIVITIES (209.74)(209.74)(209.74)(209.74)(209.74) (5,385.78)

CASH FLOW FROM FINANCING ACTIVITIESCASH FLOW FROM FINANCING ACTIVITIESCASH FLOW FROM FINANCING ACTIVITIESCASH FLOW FROM FINANCING ACTIVITIESCASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of shares including Premium 7.077.077.077.077.07 31.12Interest Paid (737.79)(737.79)(737.79)(737.79)(737.79) (1,205.22)Dividends Paid (including Dividend Tax) (6,054.32)(6,054.32)(6,054.32)(6,054.32)(6,054.32) (975.86)Proceeds /(Repayment) from Short Term borrowings 791.98791.98791.98791.98791.98 (26,217.13)Proceeds/(Repayment) from Cash Credit arrangement ----- 225.26Proceeds/(Repayment) of Long Term borrowings (158.30)(158.30)(158.30)(158.30)(158.30) 24,842.23NET CNET CNET CNET CNET CASH FLASH FLASH FLASH FLASH FLOOOOOW (USED IN)/GENERW (USED IN)/GENERW (USED IN)/GENERW (USED IN)/GENERW (USED IN)/GENERAAAAATED FRTED FRTED FRTED FRTED FROM FINANCING AOM FINANCING AOM FINANCING AOM FINANCING AOM FINANCING ACTIVITIESCTIVITIESCTIVITIESCTIVITIESCTIVITIES (6,151.36)(6,151.36)(6,151.36)(6,151.36)(6,151.36) (3,299.60)

NET INCREASE / (DECREASE) IN CNET INCREASE / (DECREASE) IN CNET INCREASE / (DECREASE) IN CNET INCREASE / (DECREASE) IN CNET INCREASE / (DECREASE) IN CASH & CASH & CASH & CASH & CASH & CASH EQUIVASH EQUIVASH EQUIVASH EQUIVASH EQUIVALENTALENTALENTALENTALENTSSSSS 6,878.656,878.656,878.656,878.656,878.65 2,123.64

Cash & Cash equivalent at the close of the year as per Schedule 17,333.4917,333.4917,333.4917,333.4917,333.49 9,396.82Less: Bank Deposits with original maturity over three months for the year 24.4824.4824.4824.4824.48 27.99Cash & Cash equivalents at the beginning of the year as per Schedule 9,396.829,396.829,396.829,396.829,396.82 5,401.83Less: Bank Deposits with original maturity over three months for the previous year 27.9927.9927.9927.9927.99 16.54Effect of exchange rate changes on cash and cash equivalents (360.94)(360.94)(360.94)(360.94)(360.94) (129.76)Add: Translation adjustment on Cash & Bank balances of foreign subsidiaries 251.06251.06251.06251.06251.06 (545.90)Add: Translation adjustment on reserves of foreign subsidiaries 449.53449.53449.53449.53449.53 2,276.04

6,878.656,878.656,878.656,878.656,878.65 2,123.64

Consolidated Cash Flow StatementConsolidated Cash Flow StatementConsolidated Cash Flow StatementConsolidated Cash Flow StatementConsolidated Cash Flow Statement
















91

SCHEDULES FORMING PSCHEDULES FORMING PSCHEDULES FORMING PSCHEDULES FORMING PSCHEDULES FORMING PARARARARART OF T OF T OF T OF T OF THE CTHE CTHE CTHE CTHE CONSOLIDAONSOLIDAONSOLIDAONSOLIDAONSOLIDATED PRTED PRTED PRTED PRTED PROFIT AND LOFIT AND LOFIT AND LOFIT AND LOFIT AND LOSS AOSS AOSS AOSS AOSS ACCCCCCCCCCOUNTOUNTOUNTOUNTOUNT

in Rs lakhs.

SSSSSCHEDULE - ACHEDULE - ACHEDULE - ACHEDULE - ACHEDULE - A



INCOME FROM SERVICESINCOME FROM SERVICESINCOME FROM SERVICESINCOME FROM SERVICESINCOME FROM SERVICES

Income from Services 88,186.1588,186.1588,186.1588,186.1588,186.15 78,681.38

88,186.1588,186.1588,186.1588,186.1588,186.15 78,681.38

SCHEDULE - BSCHEDULE - BSCHEDULE - BSCHEDULE - BSCHEDULE - B



SALE OF PRODUCTSSALE OF PRODUCTSSALE OF PRODUCTSSALE OF PRODUCTSSALE OF PRODUCTS

Traded Products 35,916.7435,916.7435,916.7435,916.7435,916.74 27,371.23

Own Products 829.39829.39829.39829.39829.39 986.03

36,746.1336,746.1336,746.1336,746.1336,746.13 28,357.26

SCHEDULE - CSCHEDULE - CSCHEDULE - CSCHEDULE - CSCHEDULE - C



OTHER INCOMEOTHER INCOMEOTHER INCOMEOTHER INCOMEOTHER INCOME

Interest Income * 932.37932.37932.37932.37932.37 617.53

Commission Income 651.47651.47651.47651.47651.47 1,641.81

Dividend Income 115.01115.01115.01115.01115.01 33.21

Miscellaneous Income 174.82174.82174.82174.82174.82 465.70

1,873.671,873.671,873.671,873.671,873.67 2,758.25

* Tax deducted at source on interest is Rs.55.31 Lakhs (Rs.85.77 Lakhs in 2009-10)

SCHEDULE - DSCHEDULE - DSCHEDULE - DSCHEDULE - DSCHEDULE - D



COST OF TRADED GOODS & SERVICESCOST OF TRADED GOODS & SERVICESCOST OF TRADED GOODS & SERVICESCOST OF TRADED GOODS & SERVICESCOST OF TRADED GOODS & SERVICES

Purchase of Products/Services 26,170.4026,170.4026,170.4026,170.4026,170.40 19,153.33

26,170.4026,170.4026,170.4026,170.4026,170.40 19,153.33

Change in Stock in Trade

Opening Stock 534.11534.11534.11534.11534.11 187.24

Less : Closing Stock 76.7876.7876.7876.7876.78 534.11

457.33457.33457.33457.33457.33 (346.87)

26,627.7326,627.7326,627.7326,627.7326,627.73 18,806.46



92


in Rs lakhs.

SCHEDULE - ESCHEDULE - ESCHEDULE - ESCHEDULE - ESCHEDULE - E



AMC CHARGESAMC CHARGESAMC CHARGESAMC CHARGESAMC CHARGES

AMC Charges 331.53331.53331.53331.53331.53 330.21

331.53331.53331.53331.53331.53 330.21

SCHEDULE - FSCHEDULE - FSCHEDULE - FSCHEDULE - FSCHEDULE - F



CCCCCONSULONSULONSULONSULONSULTTTTTANCY FEES,ANCY FEES,ANCY FEES,ANCY FEES,ANCY FEES, SOFT SOFT SOFT SOFT SOFTWWWWWARES & OARES & OARES & OARES & OARES & OTHERSTHERSTHERSTHERSTHERS

Outsourcing Charges 12,856.9112,856.9112,856.9112,856.9112,856.91 16,168.97

Software-internal use 286.01286.01286.01286.01286.01 384.39

Consultancy Fees 959.66959.66959.66959.66959.66 700.63

Professional Fees 810.24810.24810.24810.24810.24 434.29

Training Costs 189.16189.16189.16189.16189.16 193.31

15,101.9815,101.9815,101.9815,101.9815,101.98 17,881.59

SCHEDULE - GSCHEDULE - GSCHEDULE - GSCHEDULE - GSCHEDULE - G



PPPPPAAAAAYRYRYRYRYROLL & RELOLL & RELOLL & RELOLL & RELOLL & RELAAAAATED EXPENSESTED EXPENSESTED EXPENSESTED EXPENSESTED EXPENSES

Salaries and Allowances 52,531.1052,531.1052,531.1052,531.1052,531.10 47,020.98

Superannuation 343.03343.03343.03343.03343.03 282.20

Provident Fund 760.75760.75760.75760.75760.75 586.79

Staff welfare Expenses 739.79739.79739.79739.79739.79 652.51

Gratuity 312.04312.04312.04312.04312.04 109.81

54,686.7154,686.7154,686.7154,686.7154,686.71 48,652.29

SCHEDULE - HSCHEDULE - HSCHEDULE - HSCHEDULE - HSCHEDULE - H



CCCCCOMMUNICOMMUNICOMMUNICOMMUNICOMMUNICAAAAATION EXPENSESTION EXPENSESTION EXPENSESTION EXPENSESTION EXPENSES

Telephone Expenses / Fax Charges 563.00563.00563.00563.00563.00 727.98

ISDN Charges 427.05427.05427.05427.05427.05 273.34

990.05990.05990.05990.05990.05 1,001.32

93

in Rs lakhs.

SCHEDULE - ISCHEDULE - ISCHEDULE - ISCHEDULE - ISCHEDULE - I



ADMINISTRADMINISTRADMINISTRADMINISTRADMINISTRAAAAATION & MARKETING EXPENSESTION & MARKETING EXPENSESTION & MARKETING EXPENSESTION & MARKETING EXPENSESTION & MARKETING EXPENSES

Expenses for Administration / Marketing

Repairs & Maintenance

- Buildings 199.96199.96199.96199.96199.96 186.50

- Plant & Machinery 21.9721.9721.9721.9721.97 21.72

- Others 174.65174.65174.65174.65174.65 143.04

Rent 968.53968.53968.53968.53968.53 1,257.60

Rates and Taxes 100.72100.72100.72100.72100.72 91.56

Provision for Wealth Tax 0.550.550.550.550.55 0.98

Insurance 200.61200.61200.61200.61200.61 217.68

Overseas Marketing Expenses 150.43150.43150.43150.43150.43 260.12

Advertisement and Publicity 1.801.801.801.801.80 1.16

Business Promotion Expenses 88.0888.0888.0888.0888.08 43.27

Office Expenses 650.35650.35650.35650.35650.35 510.57

Travelling & Conveyance 3,547.143,547.143,547.143,547.143,547.14 2,983.09

Power & Fuel 359.25359.25359.25359.25359.25 313.55

Water Charges 31.7131.7131.7131.7131.71 19.86

Auditors Remuneration 122.19122.19122.19122.19122.19 154.27

Staff Training and Seminar Expenses 188.51188.51188.51188.51188.51 81.74

Staff Recruitment Expenses 246.96246.96246.96246.96246.96 138.49

Commission to Others 37.7237.7237.7237.7237.72 18.48

Foreign Currency (Gain)/Loss - (Net) 228.56228.56228.56228.56228.56 452.66

Other Expenses 544.41544.41544.41544.41544.41 629.38

7,864.107,864.107,864.107,864.107,864.10 7,525.72

SCHEDULE - JSCHEDULE - JSCHEDULE - JSCHEDULE - JSCHEDULE - J



FINANCE CHARGESFINANCE CHARGESFINANCE CHARGESFINANCE CHARGESFINANCE CHARGES

Interest on Cash Credit 12.8412.8412.8412.8412.84 902.52

Interest on Buyers Credit 40.0240.0240.0240.0240.02 -

Interest on PCFC Loan 125.40125.40125.40125.40125.40 158.66

Interest on Term Loan 544.95544.95544.95544.95544.95 131.79

Interest Expense - Others 14.5914.5914.5914.5914.59 12.25

737.80737.80737.80737.80737.80 1,205.22




94

SCHEDULES FORMING PSCHEDULES FORMING PSCHEDULES FORMING PSCHEDULES FORMING PSCHEDULES FORMING PARARARARART OF T OF T OF T OF T OF THE CTHE CTHE CTHE CTHE CONSOLIDAONSOLIDAONSOLIDAONSOLIDAONSOLIDATED BTED BTED BTED BTED BALALALALALANCE SHEETANCE SHEETANCE SHEETANCE SHEETANCE SHEET

in Rs lakhs.


SHARE CSHARE CSHARE CSHARE CSHARE CAPITAPITAPITAPITAPITALALALALAL

Authorised Authorised Authorised Authorised Authorised :

60,000,000 ordinary shares of Rs. 10/- each 6,000.006,000.006,000.006,000.006,000.00 6,000.00(P.Y. 60,000,000 ordinary shares of Rs. 10/- each)

700,000 0.01% Cumulative Non-participative Compulsorilyconvertible Preference Shares of Rs. 10/- each 70.0070.0070.0070.0070.00 70.00(P.Y. 7,00,000 0.01% Cumulative Non-participative Compulsorilyconvertible Preference Shares of Rs. 10/- each) 6,070.006,070.006,070.006,070.006,070.00 6,070.00

Issued, Subscribed and Paid-up :Issued, Subscribed and Paid-up :Issued, Subscribed and Paid-up :Issued, Subscribed and Paid-up :Issued, Subscribed and Paid-up : 3,731.533,731.533,731.533,731.533,731.53 3,724.46

37,315,255 equity shares of Rs. 10/- each (P.Y. 37,244,591 equity shares

of Rs. 10/- each) 3,731.533,731.533,731.533,731.533,731.53 3,724.46

Notes:Notes:Notes:Notes:Notes:

30,300,600 equity shares are held by Tata Motors Limited, the holding company (P.Y. 30,300,600 equity shares)

Of the above shares, 2,000,000 (P.Y. 2,000,000) shares were allotted to Tata Motors Ltd. as fully paid pursuant to a contract,without payments being received in cash.


RESERVES AND SURPLUSRESERVES AND SURPLUSRESERVES AND SURPLUSRESERVES AND SURPLUSRESERVES AND SURPLUS

Capital Reserve [note 12.6.f Schedule ‘12’] 64.8164.8164.8164.8164.81 65.49

Securities Premium



Adjustments during the year * 689.99689.99689.99689.99689.99 (4,665.76)* Refer Note no 12.6.h of Schedule ‘12’


General Reserves


Additions during the year 1,000.001,000.001,000.001,000.001,000.00 800.00


Profit & Loss Account 19,633.0019,633.0019,633.0019,633.0019,633.00 11,939.59

Translation Reserve (1,772.67)(1,772.67)(1,772.67)(1,772.67)(1,772.67) (4,388.48)

43,045.0843,045.0843,045.0843,045.0843,045.08 30,996.36

95

in Rs lakhs.



SECURED LOANSSECURED LOANSSECURED LOANSSECURED LOANSSECURED LOANS

Cash Credit facilities from Banks 2,452.182,452.182,452.182,452.182,452.18 2,477.82

[Secured by hypothecation of book debts/accounts receivable- and movable fixed assets (excluding certain vehicles)Vehicle Loans [Secured by hypothecation of vehicles]

- From Banks 65.8565.8565.8565.8565.85 33.53

- From Others 22.6222.6222.6222.6222.62 6.32

Other Loan 33.8333.8333.8333.8333.83 -(Obligations under finance lease (Refer Note no 12.6.d.1 of Schedule ’12))

2,574.482,574.482,574.482,574.482,574.48 2,517.67



UNSECURED LOANSUNSECURED LOANSUNSECURED LOANSUNSECURED LOANSUNSECURED LOANS

Short Term

Foreign Currency Loans from Banks 4,888.834,888.834,888.834,888.834,888.83 3,993.35

Long Term

Foreign Currency Loans from Banks 519.76519.76519.76519.76519.76 678.99

Term Loan 22,292.5122,292.5122,292.5122,292.5122,292.51 22,585.01

27,701.1027,701.1027,701.1027,701.1027,701.10 27,257.35



FIXED ASSETSFIXED ASSETSFIXED ASSETSFIXED ASSETSFIXED ASSETS in Rs lakhs.

GROSS BLOCK DEPRECIATION BLOCK NET BLOCK

As at Additions Deductions Exchange A s a tA s a tA s a tA s a tA s a t As at F o r t h eF o r t h eF o r t h eF o r t h eF o r t h e Deductions Exchange A s a tA s a tA s a tA s a tA s a t A s a tA s a tA s a tA s a tA s a t As atMar 31, Difference M a r 3 1 ,M a r 3 1 ,M a r 3 1 ,M a r 3 1 ,M a r 3 1 , Mar 31, y e a ry e a ry e a ry e a ry e a r Difference M a r 3 1 ,M a r 3 1 ,M a r 3 1 ,M a r 3 1 ,M a r 3 1 , M a r 3 1 ,M a r 3 1 ,M a r 3 1 ,M a r 3 1 ,M a r 3 1 , Mar 31,

2010 2 0 1 12 0 1 12 0 1 12 0 1 12 0 1 1 2010 M a r 3 1 , 2 0 1 1M a r 3 1 , 2 0 1 1M a r 3 1 , 2 0 1 1M a r 3 1 , 2 0 1 1M a r 3 1 , 2 0 1 1 2 0 1 12 0 1 12 0 1 12 0 1 12 0 1 1 2 0 1 12 0 1 12 0 1 12 0 1 12 0 1 1 2010

F I X E D A S S E T SF I X E D A S S E T SF I X E D A S S E T SF I X E D A S S E T SF I X E D A S S E T S

Leasehold Land 409.35 - - - 4 0 9 . 3 54 0 9 . 3 54 0 9 . 3 54 0 9 . 3 54 0 9 . 3 5 40.50 4.31 - - 4 4 . 8 14 4 . 8 14 4 . 8 14 4 . 8 14 4 . 8 1 3 6 4 . 5 43 6 4 . 5 43 6 4 . 5 43 6 4 . 5 43 6 4 . 5 4 368.85

Buildings 2,218.12 57.14 - - 2 , 2 7 5 . 2 62 , 2 7 5 . 2 62 , 2 7 5 . 2 62 , 2 7 5 . 2 62 , 2 7 5 . 2 6 471.95 93.92 - - 5 6 5 . 8 75 6 5 . 8 75 6 5 . 8 75 6 5 . 8 75 6 5 . 8 7 1 , 7 0 9 . 3 91 , 7 0 9 . 3 91 , 7 0 9 . 3 91 , 7 0 9 . 3 91 , 7 0 9 . 3 9 1,746.17

Plant & Machinery 7,996.98 1,079.66 494.97 68.42 8 , 6 5 0 . 0 98 , 6 5 0 . 0 98 , 6 5 0 . 0 98 , 6 5 0 . 0 98 , 6 5 0 . 0 9 6,157.50 601.61 491.11 52.72 6 , 3 2 0 . 7 26 , 3 2 0 . 7 26 , 3 2 0 . 7 26 , 3 2 0 . 7 26 , 3 2 0 . 7 2 2 , 3 2 9 . 3 72 , 3 2 9 . 3 72 , 3 2 9 . 3 72 , 3 2 9 . 3 72 , 3 2 9 . 3 7 1,839.48

Plant & Machinery on lease - 35.06 - - 3 5 . 0 63 5 . 0 63 5 . 0 63 5 . 0 63 5 . 0 6 - 4.25 - - 4 . 2 54 . 2 54 . 2 54 . 2 54 . 2 5 3 0 . 8 13 0 . 8 13 0 . 8 13 0 . 8 13 0 . 8 1 -

Furniture & Fixtures 1,653.22 363.07 301.04 35.90 1 , 7 5 1 . 1 51 , 7 5 1 . 1 51 , 7 5 1 . 1 51 , 7 5 1 . 1 51 , 7 5 1 . 1 5 1,097.92 166.45 297.17 28.32 9 9 5 . 5 29 9 5 . 5 29 9 5 . 5 29 9 5 . 5 29 9 5 . 5 2 7 5 5 . 6 37 5 5 . 6 37 5 5 . 6 37 5 5 . 6 37 5 5 . 6 3 555.30

Vehicles** 301.15 144.15 123.87 3.90 3 2 5 . 3 33 2 5 . 3 33 2 5 . 3 33 2 5 . 3 33 2 5 . 3 3 201.64 46.48 109.83 3.35 1 4 1 . 6 41 4 1 . 6 41 4 1 . 6 41 4 1 . 6 41 4 1 . 6 4 1 8 3 . 6 91 8 3 . 6 91 8 3 . 6 91 8 3 . 6 91 8 3 . 6 9 99.51

Software Licenses 5,443.22 679.23 4.60 37.15 6 , 1 5 5 . 0 06 , 1 5 5 . 0 06 , 1 5 5 . 0 06 , 1 5 5 . 0 06 , 1 5 5 . 0 0 2,656.68 969.85 3.04 35.06 3 , 6 5 8 . 5 53 , 6 5 8 . 5 53 , 6 5 8 . 5 53 , 6 5 8 . 5 53 , 6 5 8 . 5 5 2 , 4 9 6 . 4 52 , 4 9 6 . 4 52 , 4 9 6 . 4 52 , 4 9 6 . 4 52 , 4 9 6 . 4 5 2,786.54

Copyrights 7.28 - - 0.32 7 . 6 07 . 6 07 . 6 07 . 6 07 . 6 0 1.02 0.39 - 0.11 1 . 5 21 . 5 21 . 5 21 . 5 21 . 5 2 6 . 0 86 . 0 86 . 0 86 . 0 86 . 0 8 6.26

Total 18,029.32 2,358.31 924.48 145.69 1 9 , 6 0 8 . 8 41 9 , 6 0 8 . 8 41 9 , 6 0 8 . 8 41 9 , 6 0 8 . 8 41 9 , 6 0 8 . 8 4 10,627.21 1,887.26 901.15 119.56 1 1 , 7 3 2 . 8 81 1 , 7 3 2 . 8 81 1 , 7 3 2 . 8 81 1 , 7 3 2 . 8 81 1 , 7 3 2 . 8 8 7 , 8 7 5 . 9 67 , 8 7 5 . 9 67 , 8 7 5 . 9 67 , 8 7 5 . 9 67 , 8 7 5 . 9 6 7,402.11

Previous year 16,279.46 3,032.09 536.49 (745.76))))) 1 8 , 0 2 9 . 3 01 8 , 0 2 9 . 3 01 8 , 0 2 9 . 3 01 8 , 0 2 9 . 3 01 8 , 0 2 9 . 3 0 10,332.10 1,467.61 515.64 (656.86) 1 0 , 6 2 7 . 2 11 0 , 6 2 7 . 2 11 0 , 6 2 7 . 2 11 0 , 6 2 7 . 2 11 0 , 6 2 7 . 2 1 7 , 4 0 2 . 1 17 , 4 0 2 . 1 17 , 4 0 2 . 1 17 , 4 0 2 . 1 17 , 4 0 2 . 1 1 5,947.36

Capital Work in Progress* 8 1 4 . 2 98 1 4 . 2 98 1 4 . 2 98 1 4 . 2 98 1 4 . 2 9 62.17

Notes:

* Capital Work in Progress includes capital advance payments of Rs. 2.52 Lakhs (as at 31st March 2010 Rs.14.22 Lakhs)

* * Vehicles include gross Rs.150.74 Lakhs (W.D.V. Rs. 104.28 Lakhs)acquired on loan, hypothecated with Tata Finance Ltd, ICICI Bank Ltd and TATACapital Ltd (as at 31st March 2010 Rs.158.41 Lakhs) (W.D.V Rs. 40.19 Lakhs))



96


in Rs lakhs.



INVESTMENTSINVESTMENTSINVESTMENTSINVESTMENTSINVESTMENTS

TRADE (UNQUOTED) - at costTRADE (UNQUOTED) - at costTRADE (UNQUOTED) - at costTRADE (UNQUOTED) - at costTRADE (UNQUOTED) - at cost

Long-term investmentsLong-term investmentsLong-term investmentsLong-term investmentsLong-term investments

a) Investment in Subsidiary Companies

Lemmerport BV(formerly known as INCAT Engineering Solutions BV) ----- 10.91

a 100% subsidiary company of INCAT Holdings BV

----- 10.91

Less: Provision for diminution in value of investment ----- (10.91)

----- -

(b) Current Investments (At Cost or Fair value whichever is lower)

Investments in Mutual Funds (Unquoted) *

* Refer details in next page 9,608.589,608.589,608.589,608.589,608.58 4,409.70

9,608.589,608.589,608.589,608.589,608.58 4,409.70

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in Rs lakhs.



SUNDRY DEBTORSSUNDRY DEBTORSSUNDRY DEBTORSSUNDRY DEBTORSSUNDRY DEBTORS

(a) Over six months old (unsecured)

Considered good 255.48255.48255.48255.48255.48 431.89

Considered doubtful 1,353.881,353.881,353.881,353.881,353.88 2,086.93

(b) Others (unsecured) *

Considered good 23,376.4123,376.4123,376.4123,376.4123,376.41 21,871.71

24,985.7724,985.7724,985.7724,985.7724,985.77 24,390.53

Less : Provision for doubtful debts 1,353.881,353.881,353.881,353.881,353.88 2,086.93

23,631.8923,631.8923,631.8923,631.8923,631.89 22,303.60

* Debtors include unbilled revenue of Rs. 502.81 Lakhs [Rs.1,001.85 Lakhs as at Mar 31, 2010]



CASH & BANK BALANCESCASH & BANK BALANCESCASH & BANK BALANCESCASH & BANK BALANCESCASH & BANK BALANCES

Cash on hand 2.702.702.702.702.70 3.53

Cheques on Hand 3,268.353,268.353,268.353,268.353,268.35 297.08

Balances with Scheduled Banks:


in Deposit Accounts* 4,460.574,460.574,460.574,460.574,460.57 2,792.14

Balances with Non-Scheduled Banks


in Deposit Accounts 85.2685.2685.2685.2685.26 64.49

17,333.4917,333.4917,333.4917,333.4917,333.49 9,396.82

Notes:

Pledged/lien with the Bankers / Govt authorities towards Guarantees/LCs/LUTs - Rs.37.03 Lakhs[Rs.2,188.16 Lakhs as atMar 31, 2010]



LLLLLOOOOOANS & ADANS & ADANS & ADANS & ADANS & ADVVVVVANCESANCESANCESANCESANCES

(Unsecured - considered good)Loans & Advances to Employees * 502.22502.22502.22502.22502.22 710.20Less: Provision for Doubtful Loans & Advances to Employees (4.13)(4.13)(4.13)(4.13)(4.13) (4.13)Advances to Suppliers, Contractors & Others 2,416.342,416.342,416.342,416.342,416.34 1,591.26Interest Accrued on Deposits 58.5258.5258.5258.5258.52 6.23Loans to Associates & Others 1,434.551,434.551,434.551,434.551,434.55 -Inter-corporate deposits:Tata Motors Ltd. (Holding Company) ----- 5,500.00Deposits With Government, Public Bodies and Others 271.77271.77271.77271.77271.77 205.73Prepaid Expenses 1,779.331,779.331,779.331,779.331,779.33 1,712.03Advance Payments against Taxes 3,051.373,051.373,051.373,051.373,051.37 3,256.05

9,509.979,509.979,509.979,509.979,509.97 12,977.37Note:* Includes considered doubtful’ - Rs. 4.13 Lakhs[Rs.4.13 Lakhs as at Mar 31, 2010]



100


in Rs lakhs.



CURRENT LIABILITIESCURRENT LIABILITIESCURRENT LIABILITIESCURRENT LIABILITIESCURRENT LIABILITIES

Sundry Creditors - Dues to other than Micro, Medium and Small Enterprises 18,054.7418,054.7418,054.7418,054.7418,054.74 16,840.69

Advance & Progress Payment 374.83374.83374.83374.83374.83 1,176.48

Liability towards Investors Education and Protection Fund under Section 205Cof the Companies Act, 1956, not due : Unpaid Dividend 48.7248.7248.7248.7248.72 25.11

Unearned Income 3,544.313,544.313,544.313,544.313,544.31 3,057.36

Other Liabilities 1,608.551,608.551,608.551,608.551,608.55 992.62

Interest Accrued but not due 56.6356.6356.6356.6356.63 59.36

23,687.7823,687.7823,687.7823,687.7823,687.78 22,151.62



PROVISIONSPROVISIONSPROVISIONSPROVISIONSPROVISIONS

Provision for Taxation (net) 483.11483.11483.11483.11483.11 277.65

Proposed Dividends 1,863.681,863.681,863.681,863.681,863.68 2,603.12



3,426.803,426.803,426.803,426.803,426.80 4,053.14

101

12.12.12.12.12. BBBBBASIS OF CASIS OF CASIS OF CASIS OF CASIS OF CONSOLIDAONSOLIDAONSOLIDAONSOLIDAONSOLIDATION AND SIGNIFICTION AND SIGNIFICTION AND SIGNIFICTION AND SIGNIFICTION AND SIGNIFICANT AANT AANT AANT AANT ACCCCCCCCCCOUNTING POLICIESOUNTING POLICIESOUNTING POLICIESOUNTING POLICIESOUNTING POLICIES

Company OverviewCompany OverviewCompany OverviewCompany OverviewCompany Overview

TATA Technologies Limited (“TTL or the Company “) was incorporated on August 22, 1994 as a PrivateLimited Company in the name of Core Software Systems Private Limited. The name of the Companywas subsequently changed to Tata Technologies (India) Limited. On February 8, 2001, the Companychanged its name from Tata Technologies (India) Limited to Tata Technologies Limited. The Company’srange of services includes IT Consultancy, SAP implementation and maintenance, providing networkingsolutions, CAD/CAM engineering & design consultancy. The Company is headquartered in Pune, India.The Company has five branches located at Mumbai, Lucknow, Jamshedpur, Bangalore and Chennai thatenables it to provide high quality, cost-effective services to clients.

During October 2005, the Company incorporated a wholly owned subsidiary in Thailand to cater theneed of automotive companies in Thailand and South East Asian countries. Also during October 2005the Company acquired, through its subsidiary, 100% equity of INCAT International Plc, UK which hadvarious subsidiaries in US, Europe, Japan and Singapore. A reorganization of various entities under INCATwas undertaken, to have a single representative legal entity in each country in which the Companyoperates, to improve operational efficiency. The Company now has a global presence, through itssubsidiaries, in US, UK, Germany, Mexico, Canada, Singapore, South Korea, Netherlands and Thailand.

In December, 2005, the Company acquired 100% stake in Tata Technologies Pte Ltd. a Singapore basedCompany.

In October 2006, the Company sold its 100% equity stake in Tata Technologies ( Thailand) Ltd. to itswholly owned subsidiary viz. Tata Technologies Pte Ltd., Singapore at a value determined by anindependent valuer.

The Company provides Engineering and Design services (E&D) and Product Lifecycle Management (PLM)products and services, primarily to manufacturers and their suppliers in the international automotive,aerospace and engineering markets. The offshore capabilities of the Company in the field of engineeringautomation services combined with the high-end onshore strengths of subsidiaries are expected tooffer a strong and seamless onshore/offshore delivery capability to the international customers in theautomotive, aerospace and engineering industries.

12.1.12.1.12.1.12.1.12.1. Basis of consolidationBasis of consolidationBasis of consolidationBasis of consolidationBasis of consolidation

The consolidated financial statements relate to the Company, its subsidiary companies andjoint venture. The Company, its subsidiaries and joint venture constitute the Group.

12.2.12.2.12.2.12.2.12.2. Basis of accountingBasis of accountingBasis of accountingBasis of accountingBasis of accounting

The financial statements are prepared under the historical cost convention, in accordance withIndian Generally Accepted Accounting Principles (GAAP). GAAP comprises the mandatoryaccounting standards prescribed under the Companies (Accounting Standards Rules, 2006).Accounting policies have been consistently applied except where a newly issued accountingstandard is initially adopted or a revision to an existing accounting standard requires a changein the accounting policy hitherto in use. The financial statements of the subsidiary companiesand joint venture used in the consolidation are drawn up to the same reporting date as of theCompany.

12.3.12.3.12.3.12.3.12.3. Principles of consolidationPrinciples of consolidationPrinciples of consolidationPrinciples of consolidationPrinciples of consolidation

The consolidated financial statements have been prepared on the following basis-

12.3.a The consolidated financial statements are prepared in accordance with the principlesand procedures required for the preparation and presentation of consolidatedfinancial statements as laid down under the Accounting Standard on ConsolidatedFinancial Statements issued under Companies (Accounting Standards) Rules, 2006.

12.3.b The financial statements of the Company and its subsidiary companies have beencombined on a line by line basis by adding together like items of assets, liabilities,income and expenses. The intra-group balances and intra-group transactions andunrealized profits or losses have been fully eliminated. The consolidated financial

Schedules forming part of the Consolidated Balance Sheet and Profit and LossSchedules forming part of the Consolidated Balance Sheet and Profit and LossSchedules forming part of the Consolidated Balance Sheet and Profit and LossSchedules forming part of the Consolidated Balance Sheet and Profit and LossSchedules forming part of the Consolidated Balance Sheet and Profit and LossAccount for the year ended March 31, 2011Account for the year ended March 31, 2011Account for the year ended March 31, 2011Account for the year ended March 31, 2011Account for the year ended March 31, 2011



102

statements are prepared by applying uniform accounting policies in use at the Group.

12.3.c The excess of cost to the Company of its investments in the subsidiary companiesover its share of equity of the subsidiary companies, at the dates on which theinvestments in the subsidiary companies are made, is recognized as ‘Goodwill’ beingan asset in the consolidated financial statements. Alternatively, where the share ofequity in the subsidiary companies as on the date of investment is in excess of costof investment of the Company, it is recognized as ‘Capital Reserve’ and shown underthe head ‘Reserves and Surplus’; in the consolidated financial statements.

12.3.d Minority interest in the net assets of consolidated subsidiaries consists of the amountof equity attributable to the minority shareholders at the dates on which investmentsare made by the Company in the subsidiary companies and further movements intheir share in the equity, subsequent to the dates of investments as stated above.

12.3.e For the purpose of consolidation, the financial statements of foreign subsidiaries havebeen translated into its immediate parent companies currency and the same has beenon the following basis:

All income and expenses items are converted at the average rate of exchangeapplicable for the year. All assets and liabilities are translated at the closing rate as onthe balance sheet date. The resulting exchange differences on account of translationat the year end are transferred to translation reserve.

12.3.f The financial statements of the joint venture company has been combined by usingproportionate consolidation method and accordingly, venturer’s share of each of theassets, liabilities, income and expenses of jointly controlled entity is reported asseparate line item in the consolidated financial statements.

12.4.12.4.12.4.12.4.12.4. Subsidiary and joint venture Companies considered in the consolidated financial statements:

12.4.a.12.4.a.12.4.a.12.4.a.12.4.a. The following subsidiary companies are considered in the consolidated financialstatements

% of holding either directly or through subsidiary as at

Name of the Subsidiary CompanyName of the Subsidiary CompanyName of the Subsidiary CompanyName of the Subsidiary CompanyName of the Subsidiary Company Country of March 31,March 31,March 31,March 31,March 31, March 31,Incorporation 20112011201120112011 2010

Direct SubsidiaryDirect SubsidiaryDirect SubsidiaryDirect SubsidiaryDirect Subsidiary

1 TATA Technologies Pte. Ltd. Singapore 100100100100100 100

Indirect SubsidiariesIndirect SubsidiariesIndirect SubsidiariesIndirect SubsidiariesIndirect Subsidiaries

2 Tata Technologies (Thailand) Limited Thailand 100100100100100 100

3 INCAT International Plc. UK 100100100100100 100

4 Tata Technologies Europe Limited UK 100100100100100 100

5 INCAT GmbH Germany 100100100100100 100

6 INCAT SAS (1) France ----- 100

7 Tata Technologies Inc (2) USA 99.2499.2499.2499.2499.24 99.24

8 Tata Technologies (Canada) Inc (2) Canada 99.2499.2499.2499.2499.24 99.24

9 Tata Technologies de Mexico, S.A. de C.V (2) Mexico 99.2499.2499.2499.2499.24 99.24

(1) INCAT SAS liquidated effective from April 30, 2010

(2) For these subsidiaries though the holding is 99.24 %, the indirect voting power is 100%.

103

12.4.b.12.4.b.12.4.b.12.4.b.12.4.b. The following joint venture company is considered in the consolidated financial statements:

% of holding as at

Name of the Joint Venture Company Country of March 31,March 31,March 31,March 31,March 31, March 31,Incorporation 20112011201120112011 2010

TATA HAL Technologies Limited India 5 05 05 05 05 0 50

12.512.512.512.512.5 Significant accounting policiesSignificant accounting policiesSignificant accounting policiesSignificant accounting policiesSignificant accounting policies

12.5.a12.5.a12.5.a12.5.a12.5.a Use of EstimatesUse of EstimatesUse of EstimatesUse of EstimatesUse of Estimates

The preparation of the financial statements in conformity with GAAP requires themanagement of the Company (Management) to make estimates and assumptions that affectthe reported amounts of revenue and expenses during the year and balances of assets andliabilities and disclosures relating to contingent liabilities as at the date of financialstatements.

Provisions are made for all known losses and liabilities, future unforeseeable factors thatmay affect the profit on fixed price service contracts and also towards likely expenses forproviding post-sales client support on such contracts.

12.5.b12.5.b12.5.b12.5.b12.5.b Revenue recognitionRevenue recognitionRevenue recognitionRevenue recognitionRevenue recognition

Revenue from services on time and materials contracts is recognized when services arerendered and related costs are incurred i.e. based on certification of time sheets and billingto clients as per the terms of specific contracts.In case of fixed price contracts, revenue isrecognized over the life of the contact based on milestones achieved as specified in thecontracts or by proportionate completion method on the basis of the work completed.Foreseeable losses on such contracts are recognized when probable.

Revenue from rendering Annual Maintenance Services (SAP-ERP) is recognizedproportionately over the period in which services are rendered.

Revenue from third party software products and hardware sale is recognized upon delivery.

Income from interest and rent is recognized on time proportion basis.

Dividend from investments is recognized when the right to receive the payment is establishedand when no significant uncertainty as to measurability or collectability exists.

Commission Income on sale of PLM products is recognized upon delivery of products bythe vendor to the end user.

12.5.c12.5.c12.5.c12.5.c12.5.c Fixed assetsFixed assetsFixed assetsFixed assetsFixed assets

Fixed assets are stated at cost, less accumulated depreciation. Costs include all expensesincurred to bring the assets to its present location and condition. Direct costs are capitalizedtill the assets are ready for use and include financing costs relating to any borrowingattributable to the acquisition of qualifying fixed assets.

Software not exceeding Rs. 25,000 is charged off to the Profit and Loss Account.

12.5.d12.5.d12.5.d12.5.d12.5.d DepreciationDepreciationDepreciationDepreciationDepreciation

Depreciation is provided on Straight Line Method (SLM) over the estimated useful lives ofthe assets. Estimated useful lives of assets are as follows:

Type of AssetType of AssetType of AssetType of AssetType of Asset Estimated useful life (years)Estimated useful life (years)Estimated useful life (years)Estimated useful life (years)Estimated useful life (years)

Leasehold Land 95

Buildings 15 to 27.5

Plant and Machinery 1 to 21

Computer Equipments 1 to 4

Furniture and Fixtures 5 to 16

Vehicles 3 to 10

Software Licenses 1 to 5



104

12.5.e12.5.e12.5.e12.5.e12.5.e LeasesLeasesLeasesLeasesLeases

Assets leased by the Company in its capacity as lessee, where the Company has substantiallyall the risks and rewards of ownership are classified as finance lease. Such lease are capitalisedat the inception of the lease at lower of the fair value or the present value of the minimumlease payments and a liability is created for an equivalent amount. Each lease rental paid isallocated between the liability and the interest cost so as to obtain a constant periodic rateof interest on the outstanding liability for each year.

Lease arrangements where the risks and rewards incident to ownership of an assetsubstantially vest with the lessor, are recognized as operating lease. Lease payments underoperating leases are recognized in the Profit & Loss account on a straight line basis.

12.5.f12.5.f12.5.f12.5.f12.5.f Foreign Currency transactions and translations of foreign operationsForeign Currency transactions and translations of foreign operationsForeign Currency transactions and translations of foreign operationsForeign Currency transactions and translations of foreign operationsForeign Currency transactions and translations of foreign operations

Income and expenses in foreign currencies are recorded at the exchange rates prevailingon the date of the transaction.

Monetary current assets and current liabilities that are denominated in foreign currencytranslated at the exchange rates prevalent as at the Balance Sheet date and the profit / lossso determined and also the realized exchange gains / losses are recognized in the Profitand Loss Account.

All foreign operations have been identified as non-integral to the operations of the Company.The translations of functional currency into reporting currency is performed for balancesheet accounts using the exchange rates in effect at the balance sheet date and for therevenue and expense accounts using appropriate average exchange rates for the respectiveperiods. The gains or losses resulting from such translations are accumulated in a foreigncurrency translation reserve.

Premium or discount on forward contracts is amortised over the life of such contract and isrecognized as income or expense in the profit and Loss Account

12.5.g12.5.g12.5.g12.5.g12.5.g InvestmentsInvestmentsInvestmentsInvestmentsInvestments

Investments are classified into current investments and long term investments.

Current investments are carried at lower of cost and market value. Any reduction in carryingamount and reversals of such reductions are charged or credited to the Profit and account.

Long term investments are stated at cost less provision for diminution in the value of suchinvestments. Diminution in value is provided for where the management is of the opinionthat the diminution is of permanent nature.

12.5.h12.5.h12.5.h12.5.h12.5.h Impairment of AssetsImpairment of AssetsImpairment of AssetsImpairment of AssetsImpairment of Assets

At each balance sheet date, the Company reviews using internal resources the carryingamounts of its fixed assets to determine whether there is any indication that the assetssuffered an impairment loss. If any such condition exists, the recoverable amount of theasset is estimated in order to determine the extent of impairment loss. Recoverable amountis the higher of an asset’s net selling price and value in use. In assessing value in use, theestimated future cash flows expected from continuing use of the asset and from its disposalare discounted to their present value using a pre tax rate that reflects the current marketassessments of time value of money and the risks specific to the asset.

Reversal of impairment loss is recognized immediately as income in the Profit and LossAccount.

12.5.i12.5.i12.5.i12.5.i12.5.i InventoriesInventoriesInventoriesInventoriesInventories

Inventories are valued at lower of cost or net realizable value. Cost is ascertained on a movingweighted average basis.

12.5.j12.5.j12.5.j12.5.j12.5.j Employee BenefitsEmployee BenefitsEmployee BenefitsEmployee BenefitsEmployee Benefits

(i)(i)(i)(i)(i) GratuityGratuityGratuityGratuityGratuity

The Company has an obligation towards gratuity, a defined benefit retirement plancovering eligible employees. The plan provides for a lump sum payment to vestedemployees at retirement, death while in employment or on termination of employmentof an amount equivalent to 15 to 30 days salary payable for each comp1eted year of

105

service. Vesting occurs upon completion of five years of service. The Company makesannual contributions to gratuity fund established as trust. The Company accounts forthe liability for gratuity benefits payable in future based on an independent actuarialvaluation.

(ii)(ii)(ii)(ii)(ii) SuperannuationSuperannuationSuperannuationSuperannuationSuperannuation

The Company has two superannuation plans, a defined benefit plan and a definedcontribution plan. An eligible employee on April 1, 1996 could elect to be member ofeither plan.

Employees who are the members of the defined benefit superannuation plan areentitled to benefits depending on the years of service and salary drawn. The monthlypension benefits after retirement range from 0.75% to 2% of the annual basic salaryfor each year of service. The Company and the said subsidiaries account forsuperannuation benefits payable in future under the plan based on an independentactuarial valuation.

With effect from April 1, 2003, this plan was amended and benefits earned by coveredemployees have been protected as at March 31, 2003. Employees covered by this planare prospectively entitled to benefits computed on a basis that ensures that the annualcost of providing the pension benefits would not exceed 15% of salary.

The Company maintains separate irrevocable trusts for employees covered and entitledto benefits. The Company contributes up to 15% of the eligible employees’ salary tothe trust every year. Such contributions are recognized as an expense when incurred.The Company has no further obligation beyond this contribution.

(iii)(iii)(iii)(iii)(iii) BBBBBhahahahahavishvishvishvishvishyyyyya Ka Ka Ka Ka Kalyalyalyalyalyan an an an an YYYYYojana (BKYojana (BKYojana (BKYojana (BKYojana (BKY)))))

Bhavishya Kalyan Yojana is an unfunded defined benefit plan. The benefits of theplan accrue to an eligible employee at the time of death or permanent disablement,while in service, either as a result of an injury or as certified by the appropriateauthority. The monthly payment to dependents of the deceased /disabled employeeunder the plan equals 50% of the salary drawn at the time of death or accident or aspecified amount, whichever is higher. The Company accounts for the liability for BKYbenefits payable in future based on an independent actuarial valuation.

(iv)(iv)(iv)(iv)(iv) Post-retirement Medicare SchemePost-retirement Medicare SchemePost-retirement Medicare SchemePost-retirement Medicare SchemePost-retirement Medicare Scheme

Under this Scheme employees get medical benefits subject to certain limits of amount,periods after retirement and types of benefits, depending on their grade and locationat the time of retirement. The Company account for the liability for post-retirementmedical scheme based on an independent actuarial valuation.

(v)(v)(v)(v)(v) Provident FundProvident FundProvident FundProvident FundProvident Fund

The eligible employees of the Company are entitled to receive benefits under theprovident fund, a defined contribution plan, in which both employees and theCompany make monthly contributions at a specified percentage of the coveredemployees’ salary (currently 12% of employees’ salary). The provident fundcontributions, as specified under the law, are paid to the provident fund set up asirrevocable trust by the Company and pension amount is paid to Regional ProvidentFund Commissioner and the Central Provident Fund under the State Pension Scheme.

(vi)(vi)(vi)(vi)(vi) Compensated absencesCompensated absencesCompensated absencesCompensated absencesCompensated absences

The Company provides for the encashment of leave or leave with pay subject to certainrules. The employees are entitled to accumulate leave subject to certain limits, for futureencashment. The liability is provided based on number of days of unutilized leave ateach balance sheet date on the basis of an independent actuarial valuation.

12.5.k12.5.k12.5.k12.5.k12.5.k TTTTTaxaaxaaxaaxaaxationtiontiontiontion

Current income tax expense comprises taxes on income from operations in India and foreigntax jurisdictions. Income tax payable in India is determined in accordance with the provisionsof Income Tax Act, 1961. Tax expense relating to overseas operations is determined inaccordance with tax laws applicable in countries where such operations are domiciled.



106

Deferred tax expense or benefit is recognized on timing differences being the differencebetween taxable income and accounting income that originate in one period and are capableof reversal in one or more subsequent periods. Deferred tax assets and liabilities are measuredusing the tax rates and the tax laws that have been enacted or substantively enacted bythe balance sheet date.

Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses arerecognized to the extent that there is virtual certainty that taxable income will be availableto realize these assets. All other deferred tax assets are recognized to the extent that thereis reasonable certainty that future taxable income will be available to realize these assets.

12.5.l12.5.l12.5.l12.5.l12.5.l Employee Stock OptionsEmployee Stock OptionsEmployee Stock OptionsEmployee Stock OptionsEmployee Stock Options

In accordance with the Employee Stock Option Scheme and Employee Stock Purchase SchemeGuidelines, 1999 issued by Securities and Exchange Board of India (SEBI), the Companyintroduced Employee Stock Option Plan 2001(TTESOP 2001) in 2000-01. As per the Plan, theoptions were granted at fair value as determined by an independent valuer as on the dateof the grant and hence no compensation cost has been recognized.

12.5.m12.5.m12.5.m12.5.m12.5.m Earnings per shareEarnings per shareEarnings per shareEarnings per shareEarnings per share

The earnings considered in ascertaining the Company’s earnings per share comprise thenet profit after tax and include the post-tax effect of any extra-ordinary items. The numberof shares used in computing basic earnings per share, is the weighted average number ofshares outstanding during the year. The number of shares used in computing dilutedearnings per share comprises the shares considered for deriving basic earnings per shareand also number of equity shares that could have been issued on the conversion of alldilutive potential equity shares.

12.5.n12.5.n12.5.n12.5.n12.5.n Borrowing costsBorrowing costsBorrowing costsBorrowing costsBorrowing costs

Borrowing costs that are directly attributable to the acquisition, construction or productionof a qualifying asset are capitalized as part of the cost of that asset. Borrowing costs arecapitalized as part of the cost of a qualifying asset when it is probable that they will resultin future economic benefits to the enterprise and the costs can be measured reliably. Otherborrowing costs are recognized as an expense in the year in which they are incurred.

12.5.o12.5.o12.5.o12.5.o12.5.o Provisions, contingent liabilities and contingent assetsProvisions, contingent liabilities and contingent assetsProvisions, contingent liabilities and contingent assetsProvisions, contingent liabilities and contingent assetsProvisions, contingent liabilities and contingent assets

A provision is recognized when the Company has present obligation as a result of pastevent and its probable that an outflow of resources will be required to settle the obligation,in respect of which reliable estimate can be made. The provisions (excluding retirementbenefits) are not discounted to its present value and are determined based on best estimaterequired to settle the obligation at the balance sheet date. These are reviewed at each balancesheet date and adjusted to reflect current best estimates. Contingent liabilities are notrecognized in the financial statements. A contingent asset is neither recognized nor disclosedin the financial statements.

12.6.12.6.12.6.12.6.12.6. Notes to AccountsNotes to AccountsNotes to AccountsNotes to AccountsNotes to Accounts

12.6.a.12.6.a.12.6.a.12.6.a.12.6.a. Contingent liabilitiesContingent liabilitiesContingent liabilitiesContingent liabilitiesContingent liabilities

As at MarchAs at MarchAs at MarchAs at MarchAs at March As at March 31, 2011 31, 2011 31, 2011 31, 2011 31, 2011 31, 2010


a) Bills discounted ----- 5,156.18

b) Income Tax demands disputed in appeals 219.40219.40219.40219.40219.40 196.97

c) Sales Tax demands disputed in appeals 53.0153.0153.0153.0153.01 53.01

d) Service Tax demands disputed in appeals 313.74313.74313.74313.74313.74 100.91

e) Claim received from an overseas customer 429.62429.62429.62429.62429.62 -on account of alleged quality of servicesprovided has been disputed. The Group hasinsurance cover to cover the same.

107

12.6.b12.6.b12.6.b12.6.b12.6.b Capital CommitmentsCapital CommitmentsCapital CommitmentsCapital CommitmentsCapital Commitments

The estimated amount of contracts remaining to be executed on capital account and notprovided for is Rs. 1,684.05 Lakhs ( net of advances) as at March 31, 2011 (March 31, 2010 : Rs.378.36 Lakhs).

12.6.c12.6.c12.6.c12.6.c12.6.c Major components of deferred tax arising on account of timing differences are:Major components of deferred tax arising on account of timing differences are:Major components of deferred tax arising on account of timing differences are:Major components of deferred tax arising on account of timing differences are:Major components of deferred tax arising on account of timing differences are:



Deferred tax liabilities:Deferred tax liabilities:Deferred tax liabilities:Deferred tax liabilities:Deferred tax liabilities:

Depreciation 786.46786.46786.46786.46786.46 631.29

Others 9.529.529.529.529.52 62.08

Sub-totalSub-totalSub-totalSub-totalSub-total 795.98795.98795.98795.98795.98 693.37

Deferred tax assets:Deferred tax assets:Deferred tax assets:Deferred tax assets:Deferred tax assets:

Depreciation in excess of capital allowances 150.62150.62150.62150.62150.62 242.65

Provision for expenses u/s. 43B 803.82803.82803.82803.82803.82 221.75

Others 700.82700.82700.82700.82700.82 956.03

Sub-totalSub-totalSub-totalSub-totalSub-total 1,655.261,655.261,655.261,655.261,655.26 1,420.43

DDDDDefefefefeferererererrrrrred ed ed ed ed TTTTTax Aax Aax Aax Aax Asset /(Liabilitsset /(Liabilitsset /(Liabilitsset /(Liabilitsset /(Liability) Ny) Ny) Ny) Ny) Netetetetet 859.28859.28859.28859.28859.28 727.06

The Components of deferred tax assets (DTA) / deferred tax liabilities (DTL) referred abovehave been aggregated based on the nature of items across various tax jurisdictions. For thepurpose of Balance Sheet disclosure such aggregation has not been made.

12.6.d12.6.d12.6.d12.6.d12.6.d Disclosure in respect of Lease assetsDisclosure in respect of Lease assetsDisclosure in respect of Lease assetsDisclosure in respect of Lease assetsDisclosure in respect of Lease assets

1.1.1.1.1. Obligations towards finance lease:Obligations towards finance lease:Obligations towards finance lease:Obligations towards finance lease:Obligations towards finance lease:



TTTTTotal of Motal of Motal of Motal of Motal of Minimum lease painimum lease painimum lease painimum lease painimum lease paymenymenymenymenymentststststs

Not later than one year 9.549.549.549.549.54 -

Later than one year and notlater than five years 33.3833.3833.3833.3833.38 -

42.9242.9242.9242.9242.92 -----

Less: InterestLess: InterestLess: InterestLess: InterestLess: Interest 9.099.099.099.099.09 -----

Present Value of Minimum lease paymentsPresent Value of Minimum lease paymentsPresent Value of Minimum lease paymentsPresent Value of Minimum lease paymentsPresent Value of Minimum lease payments


Later than one year and not laterthan five years 27.6227.6227.6227.6227.62

33.8333.8333.8333.8333.83 -----

The Company has entered into finance lease arrangements for servers.



108

2.2.2.2.2. Obligations towards operating lease:Obligations towards operating lease:Obligations towards operating lease:Obligations towards operating lease:Obligations towards operating lease:

As at MarchAs at MarchAs at MarchAs at MarchAs at March As at March

31, 2011 31, 2011 31, 2011 31, 2011 31, 2011 31, 2010


Obligations towards non-cancelable leaseObligations towards non-cancelable leaseObligations towards non-cancelable leaseObligations towards non-cancelable leaseObligations towards non-cancelable lease

Not later than one year 977.43977.43977.43977.43977.43 797.50

Later than one year and not later than five years 1,766.051,766.051,766.051,766.051,766.05 1,462.30

2,743.482,743.482,743.482,743.482,743.48 2,259.81

Later than five years 121.84121.84121.84121.84121.84 -

Lease payments recognised in the statement

of profit and loss for the year 1,020.731,020.731,020.731,020.731,020.73 1,244.80

The Company has entered into operating lease arrangements for office premises. Thisincludes lease obligations on account of a lease agreement for premises in SEZ Unit, signedon March 31, 2011 which has no impact on Profit and Loss account for current year.

12.6.e12.6.e12.6.e12.6.e12.6.e Computation of Earnings per shareComputation of Earnings per shareComputation of Earnings per shareComputation of Earnings per shareComputation of Earnings per share

2010-20112010-20112010-20112010-20112010-2011 2009-2010

Earnings Per Share

(a) Profit after tax Rs. Lakhs 13,901.8713,901.8713,901.8713,901.8713,901.87 9,099.96

(b) The weighted average number of Nos. 37,273,67237,273,67237,273,67237,273,67237,273,672 37,187,364

Ordinary Shares for Basic EPS

(‘c) The nominal value per Rupees 10.0010.0010.0010.0010.00 10.00

Ordinary Share

(d) Earnings Per Share (Basic) Rupees 37.3037.3037.3037.3037.30 24.47

(e) Profit after tax for Basic & Rs. Lakhs 13,901.8713,901.8713,901.8713,901.8713,901.87 9,099.96

Diluted EPS

(f) The weighted average number

of Ordinary Shares for Basic EPS Nos. 37,273,67237,273,67237,273,67237,273,67237,273,672 37,187,364

(g) Add: Adjustment for Employee Nos. 149,796149,796149,796149,796149,796 220,460

Stock Options

(h) The weighted average number ofOrdinary Shares for Diluted EPS Nos. 37,423,46837,423,46837,423,46837,423,46837,423,468 37,407,824

(i) Earnings Per Shares (Diluted) Rupees 37.1537.1537.1537.1537.15 24.33

12.6.f12.6.f12.6.f12.6.f12.6.f Movement in Goodwill and Capital ReserveMovement in Goodwill and Capital ReserveMovement in Goodwill and Capital ReserveMovement in Goodwill and Capital ReserveMovement in Goodwill and Capital Reserve

GoodwillGoodwillGoodwillGoodwillGoodwill As at MarchAs at MarchAs at MarchAs at MarchAs at March As at March 31, 2011 31, 2011 31, 2011 31, 2011 31, 2011 31, 2010


As at the beginning of the year 32,887.6632,887.6632,887.6632,887.6632,887.66 36,303.14Deductions / Adjustments during the period @ (2.04)@ (2.04)@ (2.04)@ (2.04)@ (2.04) * (109.09)Translation difference 1,570.911,570.911,570.911,570.911,570.91 (3,306.39)As at the end of the year 34,456.5334,456.5334,456.5334,456.5334,456.53 32,887.66

@ Deduction of Rs.2.04 lakhs is on account of liquidation of INCAT Holdings B.V.

* Deduction of Rs.109.09 lakhs is on account of liquidation of INCAT K.K. Japan

Capital ReserveCapital ReserveCapital ReserveCapital ReserveCapital Reserve As at MarchAs at MarchAs at MarchAs at MarchAs at March As at March 31, 2011 31, 2011 31, 2011 31, 2011 31, 2011 31, 2010


As at the beginning of the year 65.4965.4965.4965.4965.49 98.93Translation difference (0.68)(0.68)(0.68)(0.68)(0.68) (33.44)As at the end of the year 64.8164.8164.8164.8164.81 65.49

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110

(a) Defined Contribution Plans-Defined Contribution Plans-Defined Contribution Plans-Defined Contribution Plans-Defined Contribution Plans-

The Company’s contribution to defined contribution plan aggregated Rs. 296.37 lakhs (2009-10 Rs. 278.32lakhs) for the year ended March 31, 2011 has been recognised in the statement of Profit and Loss Account.

(b) The expected rate of return on plan assets is based on market expectation, at the beginning of the year,for returns over the entire life of the related obligation.

(c) The assumption of future salary increases, considered in actuarial valuation, takes into account of inflation,seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The above table does not include Rs. 40.14 lakhs liability accounted towards Compensated absences ofsubsidiary and joint venture, which is computed on actual basis.

12.6.h12.6.h12.6.h12.6.h12.6.h During the prior year, based on the approval of Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 and on the basis of Order of the HighCourt of Judicature at Mumbai vide its order dated April 16, 2010, the Company had utilizedbalance in the securities premium account to the tune of Rs. 4,665.77 lakhs towards onetime charges/cost (including change in accounting policy for provision for doubtful debts)incurred by the Company and its subsidiary companies. Of this total adjustment made,Rs.1,815.94 lakhs related to provision for doubtful debts on account of change in accountingwith regard to provision for doubtful debts

During the year ended 31st March 2011, the Company and its subsidiary companies havereceived amounts aggregating to Rs. 689.99 lakhs against the balances for which theprovision were made on account of change in accounting policy. Consequently, such excessprovisions for doubtful debts on account of the said collections have been written back tothe securities premium account.

12.6.i12.6.i12.6.i12.6.i12.6.i Segment ReportingSegment ReportingSegment ReportingSegment ReportingSegment Reporting

Primary SegmentPrimary SegmentPrimary SegmentPrimary SegmentPrimary Segment

Segment reporting is made on the basis of the geographical location of the customer

USAUSAUSAUSAUSA IndiaIndiaIndiaIndiaIndia Rest ofRest ofRest ofRest ofRest of TTTTTotalotalotalotalotalthe Worldthe Worldthe Worldthe Worldthe World Rs. Lakhs Rs. Lakhs Rs. Lakhs Rs. Lakhs Rs. Lakhs

Revenues 46,010.2246,010.2246,010.2246,010.2246,010.22 38,782.7238,782.7238,782.7238,782.7238,782.72 40,790.9240,790.9240,790.9240,790.9240,790.92 125,583.86125,583.86125,583.86125,583.86125,583.86

38,805.61 30,542.56 39,332.76 108,680.94

Identifiable operating expenses 41,412.4941,412.4941,412.4941,412.4941,412.49 23,843.5223,843.5223,843.5223,843.5223,843.52 35,628.1635,628.1635,628.1635,628.1635,628.16 100,884.17100,884.17100,884.17100,884.17100,884.17

8,533.94 17,814.77 35,874.45 92,223.16

Allocated expenses 201.32201.32201.32201.32201.32 782.31782.31782.31782.31782.31 169.21169.21169.21169.21169.21 1,152.841,152.841,152.841,152.841,152.84

113.18 692.07 126.80 932.05

Segmental operating Income 4,396.414,396.414,396.414,396.414,396.41 14,156.8914,156.8914,156.8914,156.8914,156.89 4,993.554,993.554,993.554,993.554,993.55 23,546.8523,546.8523,546.8523,546.8523,546.85

158.49 12,035.72 3,331.51 15,525.73

Unallocable expenses 6,777.196,777.196,777.196,777.196,777.19

4,044.96

Other Income 1,222.121,222.121,222.121,222.121,222.12

1,115.96

Net profit before taxes 17,991.7817,991.7817,991.7817,991.7817,991.78

12,596.73

Taxes 4,089.914,089.914,089.914,089.914,089.91

3,496.77

Net profit after taxes 13,901.8713,901.8713,901.8713,901.8713,901.87

9,099.96

Fixed assets used in the Company’s business or liabilities contracted have not been identifiedto any of the reported segments, as fixed assets and services are used interchangeablybetween reported segments.

111

Secondary SegmentSecondary SegmentSecondary SegmentSecondary SegmentSecondary Segment

The complete operations of the Company have been treated as a single segment“Information technology services”.

Previous year figures are shown in italic.

12.6.j12.6.j12.6.j12.6.j12.6.j Auditors Remuneration*Auditors Remuneration*Auditors Remuneration*Auditors Remuneration*Auditors Remuneration*

2010-112010-112010-112010-112010-11 2009-10For Holding CompanyFor Holding CompanyFor Holding CompanyFor Holding CompanyFor Holding Company Rs. LakhsRs. LakhsRs. LakhsRs. LakhsRs. Lakhs Rs. Lakhs

i) For services as auditors, including quarterly audits 25.0025.0025.0025.0025.00 25.00

ii) For Tax Audit 3.003.003.003.003.00 3.00


iv) Reimbursement of out-of-pocket expenses 0.330.330.330.330.33 0.11

28.8328.8328.8328.8328.83 29.38

For Subsidiaries & Joint ventureFor Subsidiaries & Joint ventureFor Subsidiaries & Joint ventureFor Subsidiaries & Joint ventureFor Subsidiaries & Joint venture

i) For services as auditors, including quarterly reviews 87.2887.2887.2887.2887.28 119.17

ii) For Tax Audit 0.250.250.250.250.25 -


iv) Reimbursement of out-of-pocket expenses 0.530.530.530.530.53 -

93.3793.3793.3793.3793.37 124.89

* Excluding service tax

12.6.k12.6.k12.6.k12.6.k12.6.k Related Party Disclosures for the year ended March 31, 2011Related Party Disclosures for the year ended March 31, 2011Related Party Disclosures for the year ended March 31, 2011Related Party Disclosures for the year ended March 31, 2011Related Party Disclosures for the year ended March 31, 2011

a) Related party and their relationship

1. Parent Company Tata Motors Limited

2. Fellow subsidiaries 1. TAL Manufacturing Solutions Ltd.

2. HV Axle Ltd.

3. HV Transmission Ltd.

4. Sheba Properties Ltd.

5. Concorde Motors (India) Ltd.

6. Tata Daewoo Commercial Vehicle Co.Ltd.

7. Tata Motors Insurance Broking & Advisory Services Ltd.

8. Tata Motors European Technical Centre Plc.

9. Tata Motors Finance Limited

10. Tata Marcopolo Motors Ltd.

11. Tata Motors (Thailand) Ltd.

12. TML Holdings Pte Ltd., Singapore

13. TML Distribution Company Limited

14. Tata Hispano Motors Carrocera S.A.

15. Tata Motors (SA) (Proprietory) Limited

16. Miljobil Grenland AS

17. JaguarLandRover Limited

18. Jaguar Cars Ltd



112

2 Fellow subsidiaries 19. Jaguar Cars Overseas Holdings Ltd

20. Jaguar Land Rover Austria GmbH

21. Jaguar Belux NV

22. Jaguar Land Rover Japan Ltd.

23. Jaguar cars South Africa (pty) Ltd

24. Jaguar Italia SPA

25. Jaguar Cars Exports Ltd

26. The Daimler Motor Company Ltd

27. The Jaguar Collection Ltd

28. Daimler Transport Vehicles Ltd

29. SS Cars Ltd

30. The Lanchester Motors Company Ltd

31. Jaguar Hispania Sociedad

32. Jaguar Deutschland GmbH

33. Land Rover UK

34. Land Rover Group Ltd

35. Jaguar Land Rover North America LLC

36. Land Rover Belux S.A./N.V

37. Land Rover Ireland Ltd

38. Jaguar Land Rover Nederland BV

39. Jaguar Land Rover Portugal - Veiculos e Pecas LDA

40. Jaguar Land Rover Australia Pty Ltd.

41. Land Rover Exports Ltd

42. Land Rover Italia SpA

43. Land Rover Espana SL

44. Land Rover Deutschland GmbH

45. Jaguar Land Rover Mexico SA de CV (sold to an

importer on July 12, 2010)

46. Jaguar Land Rover Korea Company Ltd

47. Jaguar Land Rover Automotive Trading

(Shanghai) Company Ltd.

48. Jaguar Land Rover Canada ULC

49. Jaguar Land Rover France, SAS

50. Jaguar Land Rover (South Africa) (Pty) Ltd.

51. Jaguar Land Rover Brazil LLC

52. Limited Liability Company “Jaguar Land Rover” (Russia)

53. Land Rover Parts Limited

54. Land Rover Parts US LLC

55. Tata Hispano Carrosseries Maghreb (Name changed fromCarrosseries Hispano Maghreb, Moroccow.e.f. February 22, 2011)

113

2 Fellow subsidiaries 56. Tata Daewoo Commercial Vehicle Sales andDitsribution Co. Ltd.

57. Tata Precision Industries Pte. Ltd (w.e.f. February 15, 2011)

58. Tata Engineering Services Pte Ltd (w.e.f. February 15, 2011)

59. Trilix, Italy

3 Joint Venture TATA HAL Technologies Limited

4 Associates of 1. Tata Cummins LtdParent Company

2. Tata Precision Industries (India) Ltd.(w.e.f. February 15, 2011)

3. Fiat India Automobiles Ltd.

4. Automobile Corporation of Goa Ltd

5. Nita Co Ltd

6. Telco Construction Equipment Co.Ltd.

7. Tata AutoComp Systems Ltd

5 Key Management Mr. P. R. McGoldrickPersonnel

6 Key Management 1. Mr. Warren K Harris

Personnel in subsidiary 2. Mr. Samir Yajnik

companies & Joint Venture 3. Mr. Fernando Oviedo

4. Mr. Nick Sale

5. Mr. Ramesh Indhewat

6. Mr. Ron Bienkowski

7. Mr. Lokesh Shrivastava



114

b) Transactions with the related parties

A statement of transactions with the related parties is attached herewith.(Rs. In Lakhs)

ParticularsParticularsParticularsParticularsParticulars ParentParentParentParentParent FellowFellowFellowFellowFellow JointJointJointJointJoint KeyKeyKeyKeyKeyCompanyCompanyCompanyCompanyCompany subsidiariessubsidiariessubsidiariessubsidiariessubsidiaries VentureVentureVentureVentureVenture ManagementManagementManagementManagementManagement

PersonnelPersonnelPersonnelPersonnelPersonnel

Sale of goods(inclusive of sales tax) 3,225.83 - 29.22 -(1,194.28) (2,740.47) (17.98) -

Services received (0.07) - 134.94 -- - (7.72) -

Services rendered 26,854.13 23,580.70 1.09 -(21,059.29) (19,064.42) - -

Finance given (ICD) 27,100.00 - - -

(22,900.00) - - -

Finance taken (ICD) 32,600.00 - - -

(21,600.00) - - -

Interest/Dividend paid/ (553.14) - - -

(received)(net) (24.62) - - -

Remuneration - - - 672.99

(1,106.89)

Amount receivable 2,187.42 6,122.63 15.43 -

(1,013.99) (3,563.73) (18.13) -

Amount payable 45.24 (0.01) 35.65 20.16

(15.30) - (4.10) (20.16)

Amount receivable - - 432.00 -

(in respect of loans, Equity & ICD) (5,500.00) - (273.50) -

Amount payable - 0.01 - -

(in respect of loans, Equity & ICD) - (0.01) - -

Disclosure of material transactionsDisclosure of material transactionsDisclosure of material transactionsDisclosure of material transactionsDisclosure of material transactions:

Tata Motors Limited: as disclosed above

12.6.l12.6.l12.6.l12.6.l12.6.l The Company has a joint venture with Hindustan Aeronautics Ltd., TATA HAL TechnologiesLtd ( THTL) for providing engineering and design solutions and services in the domain ofaerostructures for aerospace industry. The Company has an investment of Rs. 307 lakhs asat March 31, 2011, representing 50% shareholding in THTL. During the year, the Companyhas further remitted Rs. 125 lakhs to THTL, towards application money and allotment ofshares for the same is pending.

115

The proportionate share of assets and liabilities as on March 31, 2011 and income andexpenditure for the year 2010-11of THTL are given below.

(Rs. In Lakhs)

As on March 31,As on March 31,As on March 31,As on March 31,As on March 31, As on March 31,2011 (Audited)2011 (Audited)2011 (Audited)2011 (Audited)2011 (Audited) 2010 (Audited)

RESRVERS AND SURPLUSRESRVERS AND SURPLUSRESRVERS AND SURPLUSRESRVERS AND SURPLUSRESRVERS AND SURPLUS

Profit & Loss Account (214.66)(214.66)(214.66)(214.66)(214.66) (184.44)

ASSETSASSETSASSETSASSETSASSETS

Net Block (including CWIP) 69.9569.9569.9569.9569.95 56.57

Current Assets 189.60189.60189.60189.60189.60 76.64

259.55259.55259.55259.55259.55 133.21

LIABILITIESLIABILITIESLIABILITIESLIABILITIESLIABILITIES

Loan Funds

Current Liabilities 32.2232.2232.2232.2232.22 38.46

Provisions 9.999.999.999.999.99 5.68

42.2142.2142.2142.2142.21 44.14

2010-112010-112010-112010-112010-11 2009-10(Audited)(Audited)(Audited)(Audited)(Audited) (Audited)


Service Income 153.73153.73153.73153.73153.73 22.73

Other Income 13.5913.5913.5913.5913.59 5.71

167.31167.31167.31167.31167.31 28.43


Salary & Other general expenses 180.96180.96180.96180.96180.96 107.06

Depreciation 16.5716.5716.5716.5716.57 0.65

197.53197.53197.53197.53197.53 107.70

12.6.m12.6.m12.6.m12.6.m12.6.m Conversion into Indian RupeesConversion into Indian RupeesConversion into Indian RupeesConversion into Indian RupeesConversion into Indian Rupees

For the purpose of consolidation, the financial statements of foreign subsidiaries have beentranslated into its immediate parent companies currency and the same has been on thefollowing basis:

All income and expenses items are converted at the average rate of exchange applicablefor the period. All assets and liabilities are translated at the closing rate as on the balancesheet date. The resulting exchange differences on account of translation at the period endare transferred to translation reserve.

12.6.n12.6.n12.6.n12.6.n12.6.n The previous year figures have been re-classified/regrouped wherever necessary, to conformto current year’s classification.



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118

FREQUENTLFREQUENTLFREQUENTLFREQUENTLFREQUENTLY ASKED QUESTIONS BY INVESTY ASKED QUESTIONS BY INVESTY ASKED QUESTIONS BY INVESTY ASKED QUESTIONS BY INVESTY ASKED QUESTIONS BY INVESTORS:ORS:ORS:ORS:ORS:

1.1.1.1.1. Procedure for notifying the change in addressProcedure for notifying the change in addressProcedure for notifying the change in addressProcedure for notifying the change in addressProcedure for notifying the change in address

The investor must send a request letter to TSR Darashaw Ltd (TSRDL), mentioning the new address and thepin code along with all the folio numbers, duly signed by the first shareholder, as per the specimensignature registered with TSRDL. TSRDL will then advise about the documents to be submitted for registeringthe address change.

A computerized acknowledgement will be sent to the investor’s new address confirming the updation ofthe change in the records.

In case of dematerialized holdings, the Investor must write to his Depository Participant immediately andensure that he or she receives a confirmation of them having noted the Investors’ new address.

2.2.2.2.2. Procedure for notifying change of nameProcedure for notifying change of nameProcedure for notifying change of nameProcedure for notifying change of nameProcedure for notifying change of name

Investors notifying the change of name should follow the following procedure:

A.A.A.A.A. IndividualsIndividualsIndividualsIndividualsIndividuals

Please submit the following to TSRDL:

1. Consequent to marriage/divorce/attaining majority, please send an attested copy of themarriage certificate/divorce decree/birth certificate or school leaving certificate as the casemay be, duly attested by a Notary Public/Bank Manager under his official seal stating fullname, address & registration no. (in case of Notary Public) and full name, designation & nameand address of bank (in case of Bank Manager).

2. Prescribed form, available at the office of TSRDL (can also be downloaded from TSRDL website),duly completed and signed by the holder(s). The signature of the investor whose name is tobe changed should be attested by his/her Bank Manager under his official seal stating his fullname, designation and name and address of Bank.The other holders, if any, should sign as perthe specimen signature(s) registered with TSRDL.

3. Self attested copy of the PAN card of the holder(s).

4. Share Certificates in original for necessary endorsements thereon.

B.B.B.B.B. CorporateCorporateCorporateCorporateCorporate

For securities held in physical form, please write to TSRDL enclosing an original or certified copy ofthe Certificate of Incorporation on Change of Name along with the Share Certificates in original forthe necessary endorsements thereon.

3.3.3.3.3. What should one do in case he does not receive the dividend?What should one do in case he does not receive the dividend?What should one do in case he does not receive the dividend?What should one do in case he does not receive the dividend?What should one do in case he does not receive the dividend?

The investor should write to TSRDL on plain paper, mentioning his/her Folio number (all Folio Numbers incase more than one folio), duly signed by the investor (by all shareholders in case of joint shareholding),as per the specimen signatures recorded with TSRDL. TSRDL will then verify the status of the dividend. Incase the Dividend Warrant has been returned to TSRDL or the dividend warrant has not been duly sent, thewarrant will be sent to the investors address as recorded with TSRDL provided the amount has not beentransferred to the Investor Education and Protection Fund. In case there is a change in address to beregistered, please refer to instructions under the “Procedure for change of address”.

4.4.4.4.4. Procedure for renewing a time barred dividend warrant/cheque/dividendProcedure for renewing a time barred dividend warrant/cheque/dividendProcedure for renewing a time barred dividend warrant/cheque/dividendProcedure for renewing a time barred dividend warrant/cheque/dividendProcedure for renewing a time barred dividend warrant/cheque/dividend

The investor should send the outdated instrument to TSRDL to enable issue of a fresh instrument. Thefresh instrument will be mailed to the address as recorded with TSRDL, if the amount reflects an outstandingstatus in the records of TSRDL, provided the amount has not been transferred to the Investor Educationand Protection Fund. In case there is a change in address to be registered, please refer to instruction under“Procedure for change of address”.

5.5.5.5.5. Procedure for transfer of SharesProcedure for transfer of SharesProcedure for transfer of SharesProcedure for transfer of SharesProcedure for transfer of Shares

Transferee(s) need to send the Share Certificate(s) along with the share transfer deed in the prescribedForm 7B, duly filled in, executed and affixed with share transfer stamps, to TSRDL. For Shares, stamp duty@ 0.25% of the consideration of the transfer should be affixed on the transfer deed at the specified placeon the back of the form. In case the number of stamps to be affixed exceeds the space provided in the

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form, extra sheets may be attached to the form on which the stamps can be affixed. Share transfer stampsare available at the offices of the Government Treasury. The transfer deed can also be franked instead ofaffixing the share transfer stamps. The prescribed Form 7B can be obtained from any Stock Exchange atRe 1/- per form.

For securities held in electronic form, the Investor must contact his/her Depository Participant.

6.6.6.6.6. Procedure for transmission of SharesProcedure for transmission of SharesProcedure for transmission of SharesProcedure for transmission of SharesProcedure for transmission of Shares

For transmission of securities in case of legal heir/executor in respect of the sole shareholder who isdeceased, please submit the following to TSRDL:

1. An attested copy of the death certificate of the deceased holder along with attested copy ofSuccession Certificate or Probate of Will or Letter of Administration obtained in respect of the soleholding. Attestation on the above documents should be done by a Notary Public under his officialseal stating full name, address & registration no.

2. Relevant certificates for the securities to be transmitted.

3. Prescribed transmission form available with TSRDL duly completed and signed by the legal heir(s)/executor(s) whose signature(s) should be verified by his/their Bank Manager under his official sealstating his full name, designation with name & address of bank.

4. Self certified copy of the PAN Card of the legal heir(s)/executor(s).

In case the Investor does not have any such form of Legal Representation, he/she are requested towrite to TSRDL for further advice.


7.7.7.7.7. Procedure for obtaining duplicate Share Certificate(s) in case of loss/misplacement of original ShareProcedure for obtaining duplicate Share Certificate(s) in case of loss/misplacement of original ShareProcedure for obtaining duplicate Share Certificate(s) in case of loss/misplacement of original ShareProcedure for obtaining duplicate Share Certificate(s) in case of loss/misplacement of original ShareProcedure for obtaining duplicate Share Certificate(s) in case of loss/misplacement of original ShareCertificate(s)Certificate(s)Certificate(s)Certificate(s)Certificate(s)

The shareholder must immediately inform TSRDL by sending a letter regarding loss of certificates, givingdetails of folio number and distinctive numbers, duly signed by the first holder as per the specimensignature registered with TSRDL. It is advisable to lodge a complaint with the local Police Station. TheInvestor must send to TSRDL, an acknowledged copy of the Complaint/FIR for advice on the further courseof action.

The investor should state:The investor should state:The investor should state:The investor should state:The investor should state:

● Name of the Company in which he/she holds securities.

● The full name and address, as recorded with TSRDL.

● The distinctive number(s) of the certificate(s) that is/are missing.

If the number(s) of the missing certificate(s) is not known, please provide the number(s) of the certificatesstill in possession. Please also state if the certificate(s) is/are lost or stolen. If the certificate(s) is/are stolen,the F.I.R as issued by the Police should be sent to TSRDL. TSRDL will send the documents to be executed forissue of duplicate certificates.

In case the original certificates are traced, please inform TSRDL immediately so as to avoid any complexity/delay in future transactions.

8.8.8.8.8. Procedure for notifying change in bank account detailsProcedure for notifying change in bank account detailsProcedure for notifying change in bank account detailsProcedure for notifying change in bank account detailsProcedure for notifying change in bank account details

The investor must send a request letter to TSR Darashaw Limited, mentioning the New Account numberwhich is to be notified, duly signed by the shareholder (by all shareholders in case of joint shareholding),as per the specimen signatures recorded with TSRDL. The shareholder must also attach a copy of thepassbook with the changed bank account details, duly attested by the Bank Manager.

9.9.9.9.9. Procedure for splitting or consolidation of Share CertificatesProcedure for splitting or consolidation of Share CertificatesProcedure for splitting or consolidation of Share CertificatesProcedure for splitting or consolidation of Share CertificatesProcedure for splitting or consolidation of Share Certificates

The shareholder must send a request letter to TSR Darashaw Limited along with the Share Certificates(*provided they are under the same folio in case of consolidation), duly signed by the shareholder (by allshareholders in case of joint shareholding), as per the specimen signature recorded with TSRDL. The ShareCertificates, after splitting or consolidation, will be sent by TSRDL to the shareholders at their registeredaddress.

*In case of consolidation of Share Certificates having different Folios, please follow the procedure forconsolidation of folios to facilitate consolidation of Share Certificate.



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10.10.10.10.10. Procedure for amalgamation/consolidation of FoliosProcedure for amalgamation/consolidation of FoliosProcedure for amalgamation/consolidation of FoliosProcedure for amalgamation/consolidation of FoliosProcedure for amalgamation/consolidation of Folios

In case the shareholder has more than one folio registered with same address and identical names whichare in same order, the shareholder must send a request letter to TSR Darashaw Limited along with thecertificates pertaining to the folio having the smaller holdings duly signed by the shareholder (by allshareholders in case of joint shareholding), as per the specimen signature recorded with TSRDL. Do notsend the certificates pertaining to the larger holdings, in which account the multiple folios are beingamalgamated. The prescribed form for amalgamation can be obtained from TSRDL or downloaded fromtheir website.


11.11.11.11.11. PPPPPrrrrrooooocccccedureduredureduredure fe fe fe fe for or or or or “N“N“N“N“Nominaominaominaominaominationtiontiontiontion””””” f f f f for sharor sharor sharor sharor shareseseseses

Shareholders who hold the shares singly in physical form and wish to make or change the nomination inrespect of the shares held by them as permitted under section 109A of the Act, may submit an applicationto TSR Darashaw Limited (TSRDL) in the prescribed Form 2B. The said form can be obtained from TSRDL ordownloaded from their website.


12.12.12.12.12. Procedure for transposition/change in order of name for holdingsProcedure for transposition/change in order of name for holdingsProcedure for transposition/change in order of name for holdingsProcedure for transposition/change in order of name for holdingsProcedure for transposition/change in order of name for holdings

The request for change in the order of names of registered holders should be made in the prescribedTransposition form available at the offices of TSRDL (can also be downloaded from TSRDL website). Theform is to be signed by all the joint holders as per the specimen signature recorded with TSRDL, andsubmitted along with the certificates and self certified copies of the PAN Cards of all the holders.

Note: Investors can transpose full or part of the holdings.


13.13.13.13.13. Receipt of Annual Report through emailReceipt of Annual Report through emailReceipt of Annual Report through emailReceipt of Annual Report through emailReceipt of Annual Report through email

Shareholders can receive Annual Reports through email. Shareholders are requested to update their emailids with TSRDL or their respective Depository Participants. Shareholders are also requested to dematerializetheir shares and update their email ids with their Depository Participants.

14.14.14.14.14. In case of non-receipt of Annual ReportIn case of non-receipt of Annual ReportIn case of non-receipt of Annual ReportIn case of non-receipt of Annual ReportIn case of non-receipt of Annual Report

The shareholder can contact the Secretarial Department of the Company to enquire on the status ofdispatch of the Annual Reports. The investor can also find the latest Annual Report of the Company on thewebsite of the Company under the “investors” section.

15.15.15.15.15. SSSSSale of sharale of sharale of sharale of sharale of shares bes bes bes bes by employ employ employ employ employyyyyees tees tees tees tees to the o the o the o the o the TTTTTaaaaata ta ta ta ta TTTTTechnoloechnoloechnoloechnoloechnologies Emplogies Emplogies Emplogies Emplogies Employyyyyee See See See See Stttttooooock Option ck Option ck Option ck Option ck Option TTTTTrrrrrustustustustust

Any employee who wants to sell his/her shares can sell to the shares to the Tata Technologies LimitedEmployee Stock Option Trust by writing to the Trust at [email protected] stating thereason for the sale of the shares. The Trust will then purchase the shares from the employee subject to theapproval of the Stock Allotment Committee. After approval of the Committee, the Trust will then informthe employee about the further documents to be submitted and steps to be taken for the sale of shares.

FREQUENTLFREQUENTLFREQUENTLFREQUENTLFREQUENTLY ASKED QUESTIONS ON DEMAY ASKED QUESTIONS ON DEMAY ASKED QUESTIONS ON DEMAY ASKED QUESTIONS ON DEMAY ASKED QUESTIONS ON DEMATERIALIZATERIALIZATERIALIZATERIALIZATERIALIZATION:TION:TION:TION:TION:

1.1.1.1.1. What is Demat and what are its benefits? What is Demat and what are its benefits? What is Demat and what are its benefits? What is Demat and what are its benefits? What is Demat and what are its benefits?

Dematerialization (‘Demat’ in short form) signifies conversion of a share certificate from its present physicalform to electronic form for the same number of holding.

It offers scope for paperless trading through state-of-the-art technology, whereby share transactions andtransfers are processed electronically without involving any share certificate or transfer deed after theshare certificates have been converted from physical form to electronic form.

Demat attempts to avoid the time consuming and complex process of getting shares transferred in thename of buyers as well its inherent problems of bad deliveries, delay in processing/fraudulent interceptionin postal transit, etc.

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Dematerialization of shares is optional and an investor can still hold shares in physical form.The Depositories Act, 1996 has been enacted to regulate the matters related and incidental to the operationof Depositories and demat operations. Two Depositories are in operation - National Securities DepositoryLimited (NSDL) and Central Depository Services Limited (CDSL).

Following are the benefits of demat:

1. Elimination of bad deliveries

2. Elimination of all risk associated with physical certificates

3. No stamp duty on transfers

4. Immediate transfer/trading of securities

5. Faster settlement cycle

6. Faster disbursement of non cash corporate benefits like rights, bonus etc.

7. SMS alter facility

8. Periodic status reports and information available on internet

9. Ease related to change of address of investor

10. Elimination of problems related to transmission of demat shares

11. Ease in portfolio monitoring

12. Ease in pledging the shares

2.2.2.2.2. How does the Depository System operate?How does the Depository System operate?How does the Depository System operate?How does the Depository System operate?How does the Depository System operate?

The operations in the Depository System involve the participation of a Depository, Depository Participants,Company/Registrars and Investors. The Company is also called the Issuer. A Depository (NSDL and CDSL) isan organization like a Central Bank, i.e. Reserve Bank where the securities on an investor are held inelectronic form, through Depository participants. A Depository Participant is the agent of the Depositoryand is the medium through which the shares are held in the electronic form. They are also the representativesof the Investor, providing the link between the investor and the company through the Depository.

To draw analogy, the Depository system functions very much like the banking system. A bank holds fundsin accounts whereas; a Depository holds securities in accounts for its clients. A bank transfers fundsbetween accounts whereas; a Depository transfers securities between accounts.

In both systems, the transfer of funds or securities happens without the actual handling of funds orsecurities. Both the banks and the Depository are accountable for safe keeping of funds and securitiesrespectively.

3.3.3.3.3. How to demat ones shares?How to demat ones shares?How to demat ones shares?How to demat ones shares?How to demat ones shares?

First, the Investor will have to open an account with a Depository Participant (DP) and get a unique ClientID number. Thereafter, he/she will have to fill up a Dematerialization Request Form (DRF) provided by theDP and surrender the physical shares, which is to be dematerialized to the DP.

The DP upon receipt of the shares and the DRF will send an electronic request to the company’s Registrarand Share Transfer Agent through the Depository for confirmation of demat. Each request will bear aunique transaction number.

The DP will simultaneously surrender the DRF and the shares to the Company’s Registrar and ShareTransfer Agent with a covering letter requesting the Registrar and Share Transfer Agent of the Company toconfirm demat. The Company’s Registrar and Share Transfer Agent after necessary verification of thedocuments received from the DP will confirm demat to the Depository.

This confirmation will be passed on from the Depository to the DP, which holds the Investors’ account. Afterreceiving this confirmation from the Depository, the DP will credit the account with the shares sodematerialized. The DP will hold the shares in the dematerialized form thereafter on the Investors’ behalfand the Investor will become the beneficial owner of these dematerialized shares.

4.4.4.4.4. Can the dematerialized shares be converted back into physical form? Can the dematerialized shares be converted back into physical form? Can the dematerialized shares be converted back into physical form? Can the dematerialized shares be converted back into physical form? Can the dematerialized shares be converted back into physical form?

If the Investor is holding shares in electronic form, he/she will still have the option to convert their holdingto physical form by submitting a Rematerialization Request Form (RRF) through their DP in the same



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manner as Dematerialization. Upon receipt of such request from the DP, the Company will issue sharecertificates for the number of shares so rematerialized.

5.5.5.5.5. WWWWWhahahahahat art art art art are the chare the chare the chare the chare the charges tges tges tges tges to bo bo bo bo be paid te paid te paid te paid te paid to demao demao demao demao demat onet onet onet onet one’’’’’s phs phs phs phs phyyyyysicsicsicsicsical sharal sharal sharal sharal shares? es? es? es? es? WWWWWill the Cill the Cill the Cill the Cill the Companompanompanompanompany pay pay pay pay pay fy fy fy fy for it or door it or door it or door it or door it or does thees thees thees thees theInvestor have to pay for it?Investor have to pay for it?Investor have to pay for it?Investor have to pay for it?Investor have to pay for it?

The charges differ from DP to DP and therefore the Investor will have to contact his/her DP for the same.The charges for demat have to be borne by the Investor.

6.6.6.6.6. Can the share purchased in physical form be directly given to the DP for dematerialization?Can the share purchased in physical form be directly given to the DP for dematerialization?Can the share purchased in physical form be directly given to the DP for dematerialization?Can the share purchased in physical form be directly given to the DP for dematerialization?Can the share purchased in physical form be directly given to the DP for dematerialization?

Prior to dematerialization of the shares, they have to be registered in favor of the Investor. Hence, theInvestor has to necessarily lodge the share certificates with a duly executed transfer deed with theCompany’s Registrar and Share Transfer Agent.

7.7.7.7.7. How will the Investor get dividends on dematerialized shares? Will the shareholder get the Annual Report How will the Investor get dividends on dematerialized shares? Will the shareholder get the Annual Report How will the Investor get dividends on dematerialized shares? Will the shareholder get the Annual Report How will the Investor get dividends on dematerialized shares? Will the shareholder get the Annual Report How will the Investor get dividends on dematerialized shares? Will the shareholder get the Annual Reportafter dematerialization of the shares and would the Investor be able to attend the AGM?after dematerialization of the shares and would the Investor be able to attend the AGM?after dematerialization of the shares and would the Investor be able to attend the AGM?after dematerialization of the shares and would the Investor be able to attend the AGM?after dematerialization of the shares and would the Investor be able to attend the AGM?

The Depository Participants will give the list of demat account holders and the number of shares held bythem in electronic form on the Record date to the Company (Beneficiary Persons, known as Benpos inshort). On the basis of Benpos, the Company will issue dividend warrants in favor of the demat accountholders.

The rights of the shareholders holding shares in demat form are at par with the holders in physical form.Hence the Investor will be eligible to get the Annual Report and will have the right to attend the AGM asa shareholder.

8.8.8.8.8. What are the chances of any fraud/disputes in using a demat account? Whom should the InvestorWhat are the chances of any fraud/disputes in using a demat account? Whom should the InvestorWhat are the chances of any fraud/disputes in using a demat account? Whom should the InvestorWhat are the chances of any fraud/disputes in using a demat account? Whom should the InvestorWhat are the chances of any fraud/disputes in using a demat account? Whom should the Investorapproach in such cases?approach in such cases?approach in such cases?approach in such cases?approach in such cases?

Common risk factors applicable to trading in physical shares like mismatch in signatures, loss in postaltransit etc., are absent since the dematerialized shares are traded scrip less.

However, in the unlikely event of any other dispute, the concerned Depository Custodian viz. NSDL/CSDLor SEBI would have to be approached for resolving such issues.

99999. Can the Investor pledge his/her shares in demat form for the purpose of availing any funding/loanCan the Investor pledge his/her shares in demat form for the purpose of availing any funding/loanCan the Investor pledge his/her shares in demat form for the purpose of availing any funding/loanCan the Investor pledge his/her shares in demat form for the purpose of availing any funding/loanCan the Investor pledge his/her shares in demat form for the purpose of availing any funding/loanarrangement with the bankers?arrangement with the bankers?arrangement with the bankers?arrangement with the bankers?arrangement with the bankers?

Yes. The Investor will have to contact his/her DP for this.

CK

I hereby record my presence at the SEVENTEENTH ANNUAL GENERAL MEETING of the Company at 25, Rajiv Gandhi Infotech Park,

Hinjawadi, Pune 411 057, at 3:30 p.m. on Wednesday, July 27, 2011.

2011.

Seventeenth

1 Rupee

NOTE: The proxy must be returned so as to reach the Registered Office of the Company not less than FORTY-EIGHT HOURS before the

time for holding the aforesaid meeting.

:

:

Annual General Meeting of the Company, to be held on Wednesday, July 27, 2011 or at any adjournment thereof.

International Headquarters �

Global Delivery Centre / Centre of Excellence (CoE) �

JV or Legal Entity �

Offices �

Global Engagement Footprint �

North America Headquarters

41050 W. Eleven Mile RoadNovi MI 48375-1302USATel: +1 248 426 1482

Global Presence

AMERICAS

Brazil �

Canada � � �

Mexico ��

United States � � � �

EUROPE

France � � �

Germany � � � �

Ireland � �

Italy �

Netherlands � � �

Portugal �

Spain �

Sweden �

Switzerland �

UK � � � �

APAC

Bangladesh �

China �

India � � � �

Japan � �

Mauritius �

Saudi Arabia �

Singapore � �|� �

Korea � �

South Africa �

Sri Lanka �

Thailand � � � �

Asia Pacific Headquarters

25 Rajiv Gandhi Infotech ParkHinjawadi Pune 411 057IndiaTel + 91 20 6652 9090

International Headquarters

5 Shenton WayUIC Building #22-08Singapore 068808Tel: +65 6779 4733

Europe Headquarters

The Design Hub Coventry University Technology Park Puma Way Coventry West Midlands CV1 2 TT UK Tel. +44 (0) 8443759685


25 Rajiv Gandhi Infotech ParkHinjawadi Pune 411 057 IndiaEmail: [email protected]

Tata Technologies 2011

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