th18 Annual Report 2011-12

Better products benefit people - that is our business

PURPOSE

VALUES

MISSIONBetter products benefit people - that is our business.

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

We help ambitious manufacturerscreate better products.

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

Cover Inside Page

This report and financial statements contained herein have been prepared in compliance with the requirements of the 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.

Letter to Shareholders II

Letter from the COO IV

Management Team VII

Redefining our brand, showcasing our capabilities IX

Helping racing legends be their best XIII

The Concept of Passionate Fun Loving Engineers or PFLE’s XVI

Corporate Sustainability XIX

Board of Directors XXIII

Notice 1

Directors’ Report 4

Management Discussion & Analysis (MD&A) 13

Corporate Governance Report 44

Auditors’ Report 57

Balance Sheet 60

Profit and Loss Account 61

Cash Flow Statement 62

Notes forming part of financial statements 63

Consolidated Accounts

Auditors’ Report 89

Balance Sheet 90

Profit & Loss Account 91

Cash Flow Statement 92

Notes forming part of financial statements 93

Statements on Subsidiary Companies 121

Frequently Asked Questions 123

Attendance Slip / Proxy

Return on Capital Employed

Revenue

EBITDA

Earnings Per Share Cash & Cash Equivalents

Return on Equity

Profit after Tax

Historical Performance

I

Offshore Revenue

0.00%

5.00%

10.00%

15.00%

20.00%

25.00%

30.00%

35.00%

40.00%

Retu

rn o

n Eq

uity

%

8.46%

18.63%

26.41%

34.12% 33.38%

2007-08 2009-10 2010-11 2011-122008-090.00%

2007-08 2008-09 2009-10 2010-11 2011-12

Retu

rn o

n Ca

pita

l Em

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ed %

5.00%

10.00%

15.00%

20.00%

25.00%

30.00%29.51%

26.45%

20.96%

16.74%

10.94%

35.00%

EPS

(`)

2007-08 2008-09 2009-10 2010-11 2011-12

10

20

30

40

50

60

8.23

17.59

24.33

37.15

49.15

00

100

200

300

400

500

600

700

Cash

& C

ash

Equi

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77123

193

284

609

2007-08 2009-10 2010-11 2011-122008-09

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2007-08 2008-09 2009-10 2010-11 2011-12

200

1,1001,241

1,098

1,268

1,667

600

1,000

1,200

1,600

1,400

400

800

1,800

2007-08 2008-09

39

91

50

100

150

200

250

300

** Revenue generated by Offshore Delivery Centers

2009-10 2010-11 2011-12

103

155

257

Off

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2007-08 2008-09 2009-10 2010-11 2011-12

50 30

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139

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2007-08 2008-09 2009-10 2010-11 2011-12

50

77

120

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206

305

100

150

200

250

300

350

Letter to Shareholders

Dear Fellow Investors,

You may be pleased to know 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 32%, 39% and 35%, respectively, and on a consolidated basis are 31%, 48% and 50%, respectively.

Our consolidated profit after tax improved to a record Rs. 208 crores at a margin of 12.5%, up from 11% last year. We generated record cash flows from operations of Rs. 246 crores during the year, bringing our cash and cash equivalents balances to Rs. 609 crores. We improved our Return on Human Capital by 14%. We continue to operate and govern ourselves, to the degree we can, like any listed public company.

To take this further, the board instituted quarterly interim dividends. For the year under review, the board proposes increasing the overall dividend pay-out to a record 160%, i.e. a dividend of Rs. 16 per share (Rs. 9 interim + Rs. 7 final), an improvement of 33% over last year’s pay-out.

How did we achieve these results? How are we innovating to meet the needs of future markets? How are we contributing to the communities we serve? And what are our key challenges for 2012-13?

We expanded delivery capacity to increase offshore revenue by 66%. For the first time, we are now operating from a Special Economic Zone (SEZ) called Blue Ridge, near our campus in Hinjawadi. We have 569 engineers and IT professionals based there, providing services to key OEMs outside India. We also expanded capabilities in our existing facilities in Bangalore and Bangkok.

We have now instituted a cross functional Employee Experience Leadership Team (EeLT) to enhance every employee’s experience and growth within the Company. EeLT comprises leaders from delivery, sales, human resources and finance. It drives improved business performance and employee engagement through a set of formal initiatives measured by improvement in return on human capital (ROHC).

We are pleased to announce that our COO, Warren Harris, has completed the Harvard Advanced Management Program (AMP). Almost 1,466 of our professionals completed e-learning courses from Harvard. The senior leadership team also underwent formal assessment by an external agency to help us with career planning and creation of development programs. All this is part of our effort to strengthen the senior leadership team’s capabilities in an ever-challenging global business environment.

“ The year was one of innovation and growth, delivering record revenue, profit, earnings per share and cash while innovating transformational products.”

E i g h t e e n t h A n n u a l R e p o r t 2 0 1 1 - 1 2 II

Patrick McGoldrickCEO & Managing Director

th15 May 2012

We enhanced our SAP IT system to allow us to implement scalable robust HR processes. Employees and managers across the globe now interact with the system through a self-service portal. We will continue to enhance these systems as we move forward.

Better Innovation

Expanding our Better Innovation offering i.e. the application of frugal engineering and lean design to create breakthrough products, we challenged ourselves to design and engineer a fuel-efficient, environmentally-friendly, street-legal, electric car that can comfortably and safely accommodate a family of four. The result, called eMO for Electric MObility, debuted at the Detroit North American International Automotive Show. I often struggle to find good examples of your Company’s work, as most are client confidential and cannot be disclosed. So this time, I am especially happy to present eMO. As you learn more from this report, www.betterinnovation.com and from outside reports, you can get an appreciation of the work your Company does and its growth in capability that go far beyond the technical services for which we are known.

In the year under review, we enhanced our position in automotive, industrial machinery and aerospace sectors growing key accounts and adding new logos. Our customers continued to benefit through the application of frugal engineering and lean design to create breakthrough products. Our enterprise solutions team helped customers realize value through optimized ERP, supply chain and customer relationship management systems.

Your Company continued to file patents in Engineering & Design and Product Lifecycle Management. You may enjoy reading more about some of these achievements in the Management Discussion and Analysis section of this Annual Report.

Corporate Sustainability

Your Company continued to create jobs - up 10% in NA, 22% in UK and 19% in Asia Pacific. As part of our DNA we are committed to improve the quality of life in the communities we operate. From our earliest days, we create jobs and hire in the communities we operate. To help improve the number of qualified engineering graduates, our program called “Ready Engineer™”, is expanding to the UK and then to the US. This program is staffed by subject matter experts from Tata Technologies. Students in the Ready Engineer™

®program receive training on-line via iGET IT , www.myigetit.com, and in the classroom from Tata Technologies volunteers.

Despite their work pressures, our employees across the world engage in a lot of volunteer work, social causes and programs - from planting trees to donating blood, supporting shelters for the homeless, Jeans Friday,

Running for Hope and First Book, to name a few.

Challenges for 2012-13

Externally, there are uncertainties regarding the US presidential elections and the economic situation in Europe. This may bring increased emotion and possible limitations to offshoring. Volatility in the EU may limit the ability of our customers to commit to projects.

Internally, we have ambitious growth targets. We are re-engineering our sales force to be able to improve the identification of customers and projects where we can deliver long-term value. There is a global shortage of engineering talent. We need to continue to develop senior leaders through our Talent Pool program. We need to automate more of our internal processes so we can scale up efficiently. These changes to accommodate our growth are challenging. We have faced challenges before. I have no doubt that we will succeed.

In Summary

Your Company has delivered solid growth, record earnings per share and generated record cash. Our program called Better Innovation creates even more 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.

Five years ago, on 31 March 2007, the first full year of operations following the acquisition of INCAT, we ended with consolidated earnings per share (EPS) of Rs. 4.6 per share. Today our EPS has grown, even after taking additional capital, to Rs. 49.29 per share, a growth of 11 times in 5 years. Thus your Company delivered a five year compounded annual earnings growth of 61% on per share basis. In the same period, the Sensex 30 companies grew their per share earnings by 12% on a compounded basis.

I hope you will join me in thanking the 5,443 dedicated men and women who make up the Tata Technologies family. They are the ones responsible for our achievements and I am sure you will 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 any valuable suggestions you may have to help your Company become better and more profitable.

III

Letter from the COO

Dear Shareholders,

Five years ago, we set about transforming our business to create a more high-growth, proactive, and innovative Tata Technologies. Those efforts delivered significant progress and we built an integrated global company with fully aligned sales, marketing, and delivery functions. Additionally, we built a comprehensive global delivery capability that offers clients, 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: Engineering, Product Lifecycle Management and Enterprise IT Services.

As I write to you today, we have undertaken a bold, ambitious challenge – to, within the next five years, achieve $1 billion in revenue and position Tata Technologies as the number-one engineering services organization in the world. We are moving forward with this plan under the banner, “One To Win.” Because of our previous work in aligning and balancing the organization worldwide, a palpable sense of commitment, as well as a spirit of achievement permeates the organization as we move together toward these lofty – but eminently achievable – goals.

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.

Fiscal 2012 was a year of strong growth and continued momentum in our business. We focused on the execution of an aggressive growth agenda, and our results demonstrate that we performed extremely well. We achieved strong topline and bottom-line growth, meeting or exceeding-in some cases significantly-all elements of our original fiscal 2012 annual financial budget. Specifically, we posted:

• Our highest-ever annual revenues, of $348 million, an increase of 25percent in US dollar terms

• Improvement in operating margins by 206 basis

points to a record 18.3%. Over the past five years, our operating margins have improved by 1268 basis points.

• PAT that has increased 11fold in that same period

• A strengthened balance sheet reflecting a cash & cash equivalents balance of $120Mn, up from $64Mn for the previous year

While we are very proud of our results in fiscal 2012, we will continue to sharpen the execution of our growth strategy, which will be particularly important given the uncertain global economic outlook.

Of course, our top priority remains our clients-and helping them achieve high performance. The caliber of our clients, who include many of the best automotive, aerospace and industrial machinery companies globally, together with the depth and longevity of our relationships with them, are key differentiators for Tata Technologies and speak of our ability to deliver real business value year after year. We are proud that our top five clients in fiscal 2012 have been clients for at least ten years.

E i g h t e e n t h A n n u a l R e p o r t 2 0 1 1 - 1 2 IV

In fiscal 2012, we continued to attract new clients and expand relationships with existing clients. For example, we are helping

• a North American automotive OEM to migrate its digital design data from a legacy product lifecycle management (PLM) system to its next generation platform;

• Tara Aerospace Systems – a JV between Tata Advanced Systems, Sikorsky Aircraft and Nova Integrated Systems (a Tata enterprise), to manufacture the S-92® helicopter cabin for Sikorsky in India;

• Carnegie Mellon University to develop and teach a graduate level course on product design using our proprietary knowledge management platform

®iGET IT ;

• a North American industrial machinery company apply frugal engineering principles to its product portfolio for the emerging markets and

• establish an Offshore Simulation Center (OSC) for a S c a n d i n a v i a n c o n s t r u c t i o n e q u i p m e n t manufacturer at a new facility in Bangalore.

Our focus is on helping clients address critical business trends, such as globalization, product development productivity and capacity, innovation and operational excellence, while serving the full spectrum of their needs.

Our success in fiscal 2012 was due in large part to the focused execution of our growth strategy-which is about driving sustainable and profitable growth through Industry differentiation, technology leadership and building scale.

We continued to invest to serve all industries; but we prioritized our investments where we saw specific opportunities to separate ourselves from our competitors. For instance, in FY 2012, your company established itself as a world leader in the full vehicle development space, with the worldwide unveiling of eMO, our groundbreaking EV study, at the North American International Auto Show in Detroit, in January of this year. This was a landmark moment for your company and a coming of age of Indian engineering, establishing Tata Technologies as the only India-based engineering services organization capable of delivering a full vehicle program such as this.

Additionally, our Vehicle Programs & Development Group has won, or has underway, multiple full-vehicle programs – 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. Our entry into the industrial machinery sector was quickly validated when we won additional projects

from a North American equipment manufacturer, including a tear-down and benchmarking project in China jointly delivered onsite by our team members from Singapore, India and North America.

In fiscal 2012, we continued to expand our capabilities and offerings across a broad range of Product Lifecycle Management (PLM) and enterprise IT platforms. We fully certified 4 and partially certified 18 engineers in Dassault Systèmes’ next generation CATIA® and ENOVIA® V6 platforms. We have also launched a dedicated 120 seat Customer Relationship Management (CRM) Delivery Center in Thane, India, as part of an aggressive ramp-up that we are planning in this area.

In fiscal 2012, we expanded our workforce, growing our headcount by 18 percent, to 5443 people. To accommodate these additions we have invested heavily in delivery and service infrastructure by opening an all-new 550+ seat Delivery Center in Pune and launching a 75-seat Delivery Center in Bangalore.

And we invested significantly in the training and professional development of our people to ensure that all of our employees have the necessary skills to serve our clients at the highest level. For instance we launched an online soft skills learning program – iSMART – in partnership with Harvard, to make career-enhancing training available to our employees in a convenient format. This fiscal year we will also graduate the second batch from our Talent Pool program to further enhance the leadership bandwidth in our company. Already, 25 future leaders have graduated from this program, and most of them have been assigned to new positions of responsibility that are intended to prepare them for executive leadership assignments in the years to come.

In fiscal 2012, we also strengthened our commitment to running Tata Technologies as a high-performance business. We expanded the use of our Global Delivery approach to optimize delivery across our broad range of services, and we further streamlined internal operations as part of our ongoing focus on business excellence. This was recognized during our annual Tata Business Excellence Model (TBEM) assessment, with Tata Technologies progressing to the ‘Good Performance’ band – a major milestone for our company and a testament to the investment that we have made in the internal balance sheet of our company.

We also remain highly committed to the communities in which we live and work through our corporate sustainability efforts. Most notable is our on-site water and waste recycling facility at our Center for Advanced Engineering and Design in Hinjawadi, our Ready Engineer™ program that promotes technical education for engineering students in India, our alliance with First Book in North America to promote literacy at the elementary school level and – equally important – our

V

Warren HarrisPresident & Chief Operating Officer

th15 May 2012

commitment to engineering environmentally responsible products, highlighted by the worldwide debut of the Tata Technologies eMO Electric Vehicle study, which you will read about later in this Annual Report.

My thanks to all our shareholders, who have demonstrated their ongoing support for our organization in fiscal year 2012. I also want to thank the men and women of Tata Technologies around the world for their hard work, discipline and dedication to our clients this past year, without which our success would not have been possible. Through the focused execution

E i g h t e e n t h A n n u a l R e p o r t 2 0 1 1 - 1 2 VI

SEZ, Blue Ridge

of our strategy, we achieved great things in fiscal 2012 and we believe we are well positioned for continued success in fiscal 2013.

Management Team

Ron BienkowskiExecutive Vice President

Samir YajnikPresident, Global Services& COO APAC

John HowaniecPresident, PLM Solutions

Richard WelfordExecutive Vice President

TN UmamaheshwaranChief Technology Officer

Samrat GuptaChief Financial OfficerChief People Officer

V. BalajiChief Information Officer

Kevin FisherPresident, Vehicle Programs& Development

Patrick McGoldrickCEO & Managing Director

VII E i g h t e e n t h A n n u a l R e p o r t 2 0 1 1 - 1 2 VIII

Warren HarrisPresident & Chief Operating Officer

Archit Gupta Head, Office of StrategicManagement

Anubhav KapoorGeneral Counsel &Company Secretary

Nick SaleCOO Europe

Gopinath JayarajPresident, Global Delivery

Redefining our brand,showcasing our capabilities

eMO breaks new groundfor Tata Technologies

More than 770,000 auto enthusiasts, including thousands of auto industry professionals and the world's automotive press, attended the 2012 North American International Auto Show in Detroit this January – and most got a chance to check out an all-new electric vehicle study from a new player on the scene.

Tata Technologies unveiled its eMO, and showgoers could hardly miss it. Positioned in the lobby of Detroit's Cobo Center at the Michelin Challenge Design “City 2046” display highlighting the future of personal transportation, the eMO – which stands for electric MObility – drew considerable attention. A futuristic design and breakthrough features were eye openers. C o m f o r t a b l e , p r a c t i c a l , f u e l - e f f i c i e n t a n d environmentally friendly, eMO is the right size for urban transport - easy to park, yet seating four adults comfortably, with a back seat able to be converted into substantial cargo space.

It's innovative. While working on the study, Tata Technologies developed fresh intellectual property and has 15 patents in process.

And it's designed to be affordable; its estimated manufacturer's suggested retail price is $20,000 (US), and that's without any federal or state government incentives.

But for industry analysts, the big news was the

emergence of Tata Technologies as an unexpected entrant in the full-vehicle development arena.

In India, this is officially the Decade of Innovation, as declared by the country's president. In 2010, at a summit meeting of the country's leading engineering companies, a bold prediction was made: Within 10 years, an Indian engineering firm would develop the capability to deliver a complete vehicle.

Enter Tata Technologies. Since 1981, Tata Technologies professionals have been contributing engineering, design and IT services to the world’s leading automotive and aerospace manufacturers and their suppliers. Headquartered in Singapore, with regional offices in the United States (Novi, Michigan), India (Pune) and the United Kingdom (Coventry), Tata Technologies has a work force of more than 5,443 employees serving clients worldwide.

In its three decades of providing pragmatic solutions for a growing number of successful automakers and aerospace companies, Tata Technologies had developed a growing reputation for competence and innovation, and for an unmatched mastery of frugal engineering. In 2010, the company was ready to take its next step - the formation of a Vehicle Programs & Development (VPD) group.

REDEFINING OUR COMPANY

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E i g h t e e n t h A n n u a l R e p o r t 2 0 1 1 - 1 2

- Kevin Fisher(President of the Vehicle Programs and Development group)

VPD was created as a strategic realignment of Tata Technologies' engineering leadership and its team of professionals worldwide. It was a change designed to adapt to a changing world. As the automotive industry was emerging from a global recession, the demand for new, highly differentiated products was increasing, placing an unprecedented burden on the automakers' limited product and manufacturing engineering resources. The automakers now were seeking experienced, proven engineering partners to meet these demands. They also needed partners with an eye toward innovation - a fresh view - to achieve success.

The experience and global reach of Tata Technologies placed the company in a unique position to rise to the challenge. Creating the new Vehicle Programs & Development team was a first step. The next step: showcasing the capabilities of the newly organized team.

In the summer of 2010, in anticipation of launching the Vehicle Programs & Development group, Tata Technologies decided to create a complete vehicle as an internal engineering study. As a company with a history of dedicating its resources to specific client needs, this was a shift in gears.

The group considered numerous concepts. The objectives were to highlight the company's focus on sustainability, as well as its global experience, knowledge, capacity, innovation and frugal engineering capabilities across its portfolio of services, which cover the entire product development cycle, including:

• Product and Market Definition

• Concepts and Styling

• Vehicle Architecture

• Knowledge-Based Modeling

• Engineering and Design

• Digital Validation

• Prototype and Testing

• Manufacturing Solutions

The team started by reviewing relevant media on electric vehicles. "We found very mixed results, ranging from huge optimism to abject pessimism and everything in between," says Kevin Fisher, President of the Vehicle Programs & Development group. There was

THE BIRTH OF THE eMO

much to study, including a plethora of concepts and reams of data, as well as local and governmental incentives and infrastructure.

"We studied and considered what type of electric vehicle is required for different uses, each having a specific purpose and goal," says Fisher. "We dissected demographics, identifying who would be interested in each segment, determining what innovation and technologies we could bring to this market, with an overall objective of producing a concept that would be a cost effective electric vehicle."

This analysis led to a combined product and process design to balance the following areas:

• vehicle cost of ownership and use

• innovation and technology

• consumer features and space.

The research also led to a focus on a city or "New Urban" electric vehicle with an emphasis on the design following the functionality and use of the vehicle. Keeping a low cost of ownership was a priority.

"We believe that most vehicles on the market are actually oversized and over specified for the consumer’s daily use," says Fisher. "Our objective was to find the right size for this type of electric vehicle with the appropriate range and speed, without reducing safety and daily usability."

To sum it up, Fisher said the eMO reflects Tata Technologies' unique multidimensional approach, its DNA of innovation, as well as its intimate understanding of the demands of both developed and developing markets. The vehicle also benefits from the company's global delivery model and its proprietary Knowledge-Based Engineering platforms to develop products faster and more cost-effectively.

“We believe this engineering study shows a very pragmatic, innovative and cost-feasible solution for daily-use electric vehicles in a new urban environment," says Fisher. "And we believe the market exists for a vehicle demonstrating this intelligent combination of performance, safety, function, price and environmental responsibility."

But there's more to come. "This study is the first in a series of thought-provoking concepts to showcase our capabilities across the current and future automotive landscape," he added.

FINDING THE RIGHT BALANCE

The eMO ref lects Tata Technologies ' unique multidimensional approach, its DNA of innovation, as well as its intimate understanding of the demands of both developed and developing markets.

X

BACK TO THE FUTURE

eMO STORIES

Flash back to the prediction that an Indian-based engineering firm would develop a complete vehicle before 2020. Tata Technologies achieved the feat eight years early.

"The eMO project symbolizes a coming of age of Indian automotive engineering," said Warren Harris, Tata Technologies President and Chief Operating Officer. "It's a tangible example of the capability of Tata Technologies to deliver a full vehicle."

Will the eMO be mass produced? That's a question yet to be answered. "We developed it strictly as an engineering study with no particular automaker in mind," says Fisher.

Meanwhile, the company's Vehicle Programs & Development group continues to apply its innovative approach and frugal engineering capabilities in service of a wide range of clients with more than 300 engineers operating from four automotive centers of excellence worldwide - Detroit, Coventry, Pune and Stuttgart. Says Fisher: "We have the talent, ideas, and ability to anticipate client and market needs. We're ready to help our current and future clients rise to meet their next global challenges."

Reflections on the eMO project by key team members who brought the vehicle to life.

MY STORY

by Kevin Fisher, President, Vehicle Programs & Development, Novi, Michigan, USA

"I think the eMO speaks for itself. I would like to think that this could be a catalyst to bring about a difference on how the market perceives Tata Technologies – and how we perceive ourselves.

"Since our first brainstorming session, we kept our focus – to create a sustainable mobility concept for city use, offering high value to consumers at a disruptive price point through innovative technology.

"Throughout the development process, we established many new best practices and, importantly, the team reaffirmed a belief that we can take on many complex challenges.

"I am very proud of our achievements, and it's a very gratifying feeling to see the pride in eMO in our employees around the world.

"As we were in the final stages of producing the prototype, my mother and father had come to see our family for a vacation. On several occasions, they came to see the construction of the vehicle, upon which they gave me their feedback, which was positive and helpful. There are not many times that you can involve your family in your programs.

"The project was intense, and I'm fortunate to have the support of my wife and children who have endured my obsession with executing this program to the highest level.

"And a large thanks to everyone on the Tata Technologies eMO team. You never know where this could lead.”

MY STORY

by Casey Mehta, Senior Consultant -- Business Partnership, Novi, Michigan, USA

"The eMO project was very satisfying to me. Having 35 years of automotive experience, I got an opportunity to apply my cumulative knowledge, skills and experience honed over the years.

"My primary role was supplier relations and procurement, but my involvement went far beyond that. I handled all commercial negotiations worth more than $1 million (US), including the supplier contract to build the final drivable eMO. I was able to help us come in $100,000 under budget.

"I also helped develop the business case for eMO, taking into account potential customer profiles, product volume and mix scenarios, options and features, non-traditional approaches to marketing and distribution, project investment, variable piece prices and the targeted retail price. I created various models of operating costs over a five-year period to demonstrate the savings offered by eMO over a traditional car.

"The most challenging part of the project was convincing suppliers to get involved. Tata Technologies is not an OEM, so why would a supplier work with us if there is no production business expected at project completion? It took good deal of skill to convince a few key suppliers to participate.

"I think the best part of the project was our unconventional approach to problem solving. To solve the big problems of tomorrow, we had to develop a strong sense of imagination for the future of mobility. So, in a way, we all had to become futurists in our scenario planning and execution.

"Being a part of the eMO team meant working closely together with a wide variety of people from different backgrounds around the world to find solutions for every problem encountered along the way.

"It was truly a team effort - and a fulfilling one. Seeing a concept on paper develop into a real car was especially rewarding."

MY STORY

by Nigel Giddons, Chief Engineer - Vehicle Architecture, Novi, Michigan USA

“It's very rare to conceptualize a vehicle from a blank sheet of paper. So often, vehicles are based around an amount of existing architecture or systems. This one started from nothing.

"Secondly, as a service organization, we are often engaged to bring to fruition the products that are ultimately based upon the ideas, opinions and decisions of our clients. This one was all ours. The team had a tremendous feeling of ownership in our little car. There was no one to blame if we didn't succeed.

"My personal pride was in balancing the huge amount of creative ideas and opinions coming from within our

XI

E i g h t e e n t h A n n u a l R e p o r t 2 0 1 1 - 1 2

team of what eMO should be. It was a fantastic collective. I was honored to lead such an enthusiastic group of highly skilled technicians.

"The challenge of the project was that it was only us. So often in an endeavor this large and complex we have the chance to seek the advice and assistance of others to find the answers. Here there was no such option. We had to challenge ourselves more than ever before.

"If you're like me, and you grow up with a fascination and interest in history’s great innovative car designers such as Pinninfarina, Colin Chapman, Ferdinand Porsche, Alex Issigonis and Enzo Ferrari, and then you have the opportunity to try it yourself - that's a childhood dream come true. We conceptualized, designed, engineered and built a whole car. Not too many people get a chance to do something so grand.

"I'll never forget the first time I saw eMO in the flesh, resplendent as a tangible manifestation of all our efforts. It was our baby. It was love and pride at first sight."

MY STORY

by Peter Davis, Chief Designer -- Vehicle Design, Novi, Michigan USA

“It felt great to be part of a small collaborative endeavor working on the eMO, creating hundreds of ideas, knowing that only a few had the chance of going forward, but understanding that the tight interaction of other team members would pull the best ideas forward. My team’s extensive experience in aesthetic surface development helped move the styling forward

quickly without the use of expensive full-size clay development models. Years of experience in interior design and material usage enabled us to prioritize our problem-solving and direct our innovation toward the core objectives.

"I enjoy addressing challenges and creating solutions that are an appropriate balance of engineering and design, and I like proposing nontraditional ideas that evolve into solutions that are useful yet distinctive. The parts of the project that were the most gratifying were the 'Aha!' features - the center controls on the instrument panel, the panoramic glass with the sun visor, the windshield wipers, the rear window and tail light solutions.

"I remember when we finished the seating buck to evaluate spaciousness, outward visibility and ingress/egress, together we realized that the side openings were so large and accommodating that the rear seat could serve double-duty as a cargo area, eliminating the need for a rear hatch and a dedicated trunk. That was a breakthrough moment for the project, when problem and solution achieved an absolutely convincing logic.

“We displayed eMO at a university student center lobby during an electric vehicle conference. As students and faculty walked by, many took the time to comment or ask questions. I enjoyed seeing their expressions change, as the concept was explained and absorbed. Many said, 'I would buy that.' That was the ultimate satisfaction."

XII

Read more at www.betterinnovation.com

Helping racing legendsbe their best

Tata Technologies supports developmentof new super car

The builder of some of the most iconic sports cars in racing history was getting ready to create a limited run of million-dollar supercars. It found a partner with credentials just as lofty -- a partner that has made its mark on Formula One racing with numerous championships at motorsports' highest level.

As significant details of the project are yet to be announced, the major players in this story will remain anonymous – at least for now. But we are able to tell the story about Tata Technologies' role in this marriage of racing superpowers.

Putting two racing legends together sounds like a formula for success – but only if processes and systems are in place to ensure that both parties are operating at their best – or to borrow a racing term, on all cylinders.

To add value to this all-star collaboration, Tata Technologies was asked to assemble a small team of Vehicle Program Business Process Consultants to conduct an assessment.

On 2 November, 2011, the team, with Nigel Giddons as Project Manager, arrived at the scene of the partnership to initiate discussions with program leadership to identify immediate priorities.

A week later, the project scope was established: To redefine the processes and PLM (Product Lifecycle Management) technologies that would support the program's data management requirements.

"A fundamental business imperative for product development is have access to a single and unambiguous version of the truth, be it good or bad," said Giddons. "This means that the basic elements of product description – computer-aided design (CAD), engineering, bill of material (BOM), cost, investment, weight and timing – on a part-by-part basis need to be in continuous alignment so that issues can be found, believed and acted upon."

The project took on the title “CAD/BOM Alignment."

Before Tata Technologies' project assessment, the partners were using an Excel spreadsheet to capture the BOM, with no connection to CAD. This limited the ability of program leaders to report upon status of program attributes. Change control was also an issue without any form of rigid approval or traceability. Under these circumstances, too much time was being expended debating the validity of data sets and the validity of results. A clear objective of the project was to put in place a far more capable solution.

The project title expanded to reflect a common objective: "CAD/BOM Alignment; Retirement of Excel BOM."

The project was under considerable time pressures - a two-month first prototype build phase was slated to begin in late April 2012. Implementing any solution during this phase would be a concern, but so would entering such a phase with a low level of data confidence. The need for speed was an emphasized client requirement, presenting an enormous challenge.

The Tata Technologies team was up for this challenge. Giddons, technical leads Anoop Sharma, Douglas Schilling and Chris Stock assembled in mid-November to begin detailing the definitions and specifics of the business requirements and remained the prime client interface team until completion. They were supported by an extended team of solution architects and IT specialists in North America and around the world, developing, testing and validating the solution.

The full deployment was staged with a successful foundational deployment in early January. This step helped ensure delivery confidence and enabled early exposure of the full solution to the program. As final solution development and validation continued, Tata Technologies simultaneously trained 70 individuals at project headquarters and at remote supplier locations, preparing a team with supporting implementation material and at-elbow support. Several thousand existing part files had to be checked, repaired and transferred from legacy systems to new systems to support the implementation plan.

On 26 March, 2012 – just 146 days after the start of the engagement – the project went live, using a new, pragmatic, tangible business solution best described as a “Micro PLM (Product Lifecycle Management).”

Engineers now interface with a solution structuring CAD and BOM as one. Each part is now an item with selectable attribute data, including number, name and system ID standardization, cost, weight, model, prototype variant, build timing, make/buy analysis and supplier information. The solution includes embedded workflows that control approval and release processes. The highly efficient, user-friendly solution allows configurable data searching and report capabilities according to engineers and program management needs.

"The key is that the data these racing experts are working with is now complete, accessible, unambiguous, controlled - and believed," said Giddons.

That's a key to success of not just million-dollar supercars, but any major cross-functional product development effort.

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MY STORY- by Nigel Giddons,Chief Engineer - Vehicle Architecture, Novi, Michigan USA

“I’ve been a Formula One fan for as long as I can remember. Tata Technologies certainly has my thanks for trusting me with the reins of a project that made me meet one of my childhood heroes. "I was especially honored to work with such an enthusiastic group of highly skilled technicians at one of the world’s leading motorsport organizations. My personal contribution was in leading the customer relationships, constructing the team and ensuring that deliverables, timing and commercial matters were understood by our team and customers alike. "During our first introductions to the working-level teams at both partners' facilities, it was clear that we were not known and thus not particularly welcome. The timing of the project was extremely challenging. Our own internal assessments even suggested it could not be done. But by sheer force of will and phenomenal efforts by the team, we met all requirements. "It was personally fulfilling to win over the customer and establish lasting relationships in short order by rapidly demonstrating our experience, capability, clear communication skills and enthusiasm. “Climbing a mountain higher than one felt possible is a fantastic feeling."

MY STORY- by Doug Schilling,Business Process Consultant, Novi, Michigan USA

“From my perspective, I feel most proud of the global teamwork that made the project a success in such a short period of time. "Since this was the first time our customers clients had engaged in a partnership of this type, there was very little in terms of defined process available at the onset of the project. But through discussions, interviews and analysis, we were able to determine the project's goals and business objectives, and then to define the processes accordingly. "We saw the challenge: The project team had been struggling for some time trying to keep the bill of materials on its Excel spreadsheet in sync with the CAD bill of materials. "I felt that my background in design, engineering and Teamcenter processes helped provide a basis for a thorough analysis of the project objectives and needs. I also enjoyed training the team in the new processes."We were happy that we could provide the functionality in Teamcenter to enable the team to retire the Excel bill of materials."As the project progressed, I couldn’t help but think how well the client relationship had developed. I could see the enthusiasm that was building around the final solution."It was great to work with such a dedicated team that included our leadership, project managers, developers and the customer -- and to see the client satisfaction that resulted from the team's efforts.“I felt privileged to be asked to participate in such a high-profile activity."

MY STORY- by Chris Stock,PLM Services Manager, Coventry, England

“I’ve been part of the supercar project since the start. We were working with a new client, so our challenge was to demonstrate our capability and value early on to build the level of trust needed to make the project a success. "My role was to provide guidance to help us capture what the client required from a engineer’s point of view."Because time was critical, the start of the project was especially challenging. We had to work extremely hard to quickly define the scope of the project based upon what the customer required. "Fortunately, this early challenge helped develop a close working relationship among the team members - and that close working relationship made a difference. It was rewarding to hear from our client that they were pleased with the solution we provided."We knew we were connecting well with our new client when we were provided a tour of our customer's personal collection of Formula One cars. We felt that we earned our client’s trust based on results."I was proud to be part of this project. It was truly a global effort, and it clearly showed how well Tata Technologies works as a global team."

MY STORY- by Anoop Sharma,Project Manager, Pune, India

“I've dedicated 11 years of my career to improving product development efficiency using Product Lifecycle Management (PLM). It was satisfying to apply that experience to help make the supercar partnership a success."On the project, I was able to tap into my experience in technical layout and solution definition, resource planning, solution development and deployment."We were happy to deliver quality results and to do so in 40 percent less time than expected. We were able to provide a packaged solution, and the fact that our client has requested source code of the solution shows that our client truly values it. "One of the client requirements was to keep cost data secure. It was a critical part of this project. That took some time, but we were able to deliver. Effective brainstorming within the team led to the perfect solution. “It was a challenging project, but I think we were able to clearly demonstrate Tata Technologies' PLM capabilities to a very important client - and that's important to our future."

E i g h t e e n t h A n n u a l R e p o r t 2 0 1 1 - 1 2 XIV

The Concept of PassionateFun Loving Engineersor PFLE’s

Tata Technologies is a natural habitat for those who believe in the power of engineering to make the world a better place and have found the means to do so.

Good Morning Gentlemen. I completed a successful test in the new Boxster this weekend at Rockingham Raceway with TF Motorsport supporting. The baseline suspension setup was pretty good but predominantly under steer so we have a list of 'tweaks' to make to reduce this for the 1st race. The engine felt slightly down on power, prime suspect is a collapsed cat or leak in the induction system, not a majorconcern at this stage. And some oil surge issues which seem to be unique to the banked corners on the Rockingham oval, something to keep an eye on during the season.

Please see the link below for some in car footage.

Best Regards,Steve

http://www.youtube.com/watch?v=wi9fFWxxM30

An email like the one from Steve Brown would be perfectly normal had he been a professional race car driver. Steve’s profession is not car racing. Steve works at Tata Technologies in the UK as a Module Leader – Safety Components in an engineering team working on a clients’ vehicle program. In addition to his career at Tata Technologies, Steve has pursued a success in UK motorsport, securing the Porsche 924 Championship in 2011; and contending the Porsche Boxster championship in 2012, partially sponsored by Tata Technologies.

Steve is an example of what Tata Technologies calls its PFLEs or Passionate Fun Loving Engineers.

Very few companies have been able to truly merge passion with profession for its’ employees. When it happens, a group of people come to work and do what they believe in rather than any other way. Tata Technologies was born out of the need for a company in the Tata group exclusively focused on the design and engineering of exciting products.

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surpasses all its’ peers. The results speak for themselves. Beginning in the late 1990s, the company has been trusted with high-end automotive engagements in offshore mode. More recently, the landmark Tata Nano project was manned jointly by Tata Technologies and Tata Motors engineers for sub-system, component and innovation that went into the new product. The Tata Technologies eMO (for electric MObility), a driveable engineering study created by engineers from the Tata Technologies Vehicle Programs& Development (VPD) group opened to rave reviews at the 2012 North American International Auto Show in Detroit. In the aerospace world, a small group of highly skilled and dedicated aerospace engineers from Tata Technologies’ JV with Hindustan Aeronautics Limited (Tata HAL Technologies) became the first company in the Indian private sector to undertake a Joint Concept Development Program (JCDP) for an overseas business jet manufacturer.Engineers from Tata Technologies braved -40 degree C temperatures in a remote corner of China – all of them visiting there for the first time - to deliver on-time andon-budget for a completely new line of service for a client in the Industrial Machinery Industry.

A veteran of more than 25 years in the company, T N Umamaheshwaran, CTO, Tata Motors & S u b s i d i a r i e s , h a s t h e following printout in his office:

“Passion is something for which one would go the extra mile, put in the extra hours and take on extra responsibility.”

In the words of Group Chairman Ratan Tata; “This company would not mean all things to all people“. “This is a young company in a very exciting line of business, that not only has its’ place in India but across the world. We decided that this company would not be all things to all people, but would focus itself in the niche area of providing solutions to manufacturing companies. I would like to see Tata Technologies being acclaimed as one of the more innovative and successful design companies in the world”.

Clearly, the rationale for the formation of the company meant that it would attract employees who deeply believe in the power of engineering, including the creative use of virtual tools for product development.

And that is how a company that is called Tata Technologies becomes a place where a passionate group of engineers start finding meaning in the things that they do. Finding meaning also brings with it a freedom to experiment and brings to the forefront things that one likes doing – both as an extension of the professional in them and otherwise. That is the essence of a Passionate Fun Loving Engineer or a PFLE as we call it at Tata Technologies.

Tata Technologies’ business, albeit passion, is better and better product development that can benefit people and make the world a better place. Whereas in professional terms the company’s lines of business are Engineering & Design, Product Lifecycle Management (PLM) and Manufacturing Enterprise IT, the true meaning of these lines of business comes from the ingrained engineering passion and aptitude that lies within the heart of each Tata Technologies engineer.

It is the product that makes the company. At the core of any successful product development initiative anywhere and at anytime in the modern world, there is a set of people who want to make a difference. What drives them is their passion, what sustains their momentum is the organisational environment that can allow that passion to thrive. What ultimately achieves success is flawless execution that can only result from a deep technical understanding and experience. As a company that aspires to be the world’s no. 1 partner to the manufacturing industry and focusing on the Automotive, Aerospace and Industrial Machinery industries, Tata Technologies clearly stands at the meeting point of three powerful streams which are engineering passion, terrific opportunity in the industries it services and an understanding of the application of technology that

WHAT DOES THIS PASSION MEAN FOR BUSINESS?

E i g h t e e n t h A n n u a l R e p o r t 2 0 1 1 - 1 2 XVI

K a ru n Ja co b who j o i n e d l a s t y e a r ’s Graduate Engineering Trainee batch has the following to say about why he joined Tata Technologies:“Tata Technologies was the dream company for us. When we had our campus placement season there were IT

companies giving high pay packets and wanting to hire mechanical engineers like me. However, a few other friends and I did not want to get away from our core domain and write software code for a bank or an insurance company. We wanted to apply our skills to product development engineering and found Tata Technologies to be the right place for our aspirations.”

In a company where lunch hours often turn into a dash to the parking lot to drive a colleague’s new car and do a quick rundown of trims, fixtures and interiors, where people discuss aerospace composites over coffee, where seniors never ever say no to youngsters wanting to know more about technology domains; going forward seems easy and the answer seems to lie in letting passion take its’ own course. While engineering passion is the key element here, harnessing that passion to achieve sustainable growth is the real key. Building a company where Passionate Fun Loving Engineers continue to help create better products on a much larger canvas in an increasingly competitive, and smaller world – that is what Tata Technologies wants to enable as a company for its’ PFLEs.

THE ROAD AHEAD

HOW DOES THIS PASSION THRIVE ?

A niche, specialist company like Tata Technologies can maintain its’ steady climb upward only when the individual passion of its’ engineers gets the right support from the rest of the organisation. The HR team provides that support in the form of new talent acquisition, mentoring and training, and overall employee engagement initiatives. The core of Tata Technologies’ HR strategy lies in the Return on Human Capital framework which connects employee engagement with business outcomes. Employee engagement serves the dual purpose of delivering value to customer and greater employee productivity; which in turn leads to higher margins that subsidize further enhancing employee engagement.Tata Technologies has been able to scale and democratize its HR functions by making its

processes more fair and transparent through the cross-functional Employee Experience Leadership Team (EeLT), leveraging IT systems and through a conscious move away from a traditional “power center” to an “influencing center”.In his book, Human Resource Champions, David Ulrich speaks of a new vision for HR, “not by what it does, but by what it delivers results that enrich the organization’s value to customers, investors, and employees.” At Tata Technologies, EeLT is a unique example of HR represented in the management team by business heads. The HR department and this cross functional team of leaders comprising delivery, sales, human resources and finance team members work together to establish best in class industry practices which promote a high performance culture.

In the last couple of years, the primary areas of HR reskilling for enhanced business alignment have happened in the following areas at Tata Technologies:

1. Drive the HR agenda through a clearly measurable and quantifiable Return on Human Capital framework which links business performance with HR actions.

2. Promote High Performance Culture (HPC) by shaping and executing a range of policies and systems. Some of the initiatives include fair and t r a n s p a r e n t p e r f o r m a n c e a p p r a i s a l process, develop competency framework and talent pools, contain costs of recruitment by promoting non-traditional channels like radio campaigns etc.

3. Work with EeLT to Build Winning Teams (WT) by constructing scientific and predictable workforce planning tools which are connected to hardcore business metrices.

4. Offer signature employee experience (SEE) to ever y member of the workforce by implementing scalable HR systems.

5. Leverage the EeLT process and work with a collaborative approach with business that enriches learning at individual level for employees in HR and increases HR’s orientation to business success.

6. Last but not the least, with help from Finance offering an ‘on the job’ financial and commercial understanding to each employee in HR, has improved the legitimacy of HR members to Tata Technologies’ business requirements.

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Corporate Sustainability Commitment To The Communities Where We Operate

Corporate Sustainability is integrated into Tata Technologies core business values, to ensure the greatest impact and reach. Every day at Tata Technologies, our employees strive for making things better for the planet and better for the people. Globally, many associates of Tata Technologies volunteer in support of various programs organized to make a

positive impact on society.

Tata Technologies professionals have undertaken various activities such as talent development, blood donation camps, awareness programs on water, health, climate change and also innovative projects to promote a positive environment for future generations.

Environmental Stewardshipthrough tree plantation

Professionals from Tata Technologies on 27 June, 2011 came together to plant more than 1,000 trees at the Parandewadi campus in India.

It was the group’s first event under ‘Tata Environment Month’ to build a low-carbon culture across all Tata companies.

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.

In a free enterprise, the community is not just another stakeholder in business, but is in fact the very purpose of its existence.

- Jamsetji Tata

(Founder, Tata group)

E i g h t e e n t h A n n u a l R e p o r t 2 0 1 1 - 1 2 XVIII

TATA

TECHNOLOGIES

Participation in Half-Marathon to raisedonations to the Macmillan Cancer Support Organization, UK

On Sunday 2 October, UK employees laced up their running shoes and ran in the Coventry Half-Marathon and Fun Run. Employees from operations and delivery all ran in the Fun Run mile-long race to help raise more than £2500 in donations to the Macmillan Cancer Support organization.

On October 2011, as part of the 34th Detroit Free Press Marathon, Tata Technologies employees and their families participated in events ranging from a 5K to the full 26.2 mile marathon, raising pledge money per miles run. This was the second year of the Running for Hope project and Tata Technologies have raised more than $5,000 to support the underprivileged individuals served by Grace Centers of Hope, which is oldest and largest homeless shelter in Oakland County, Mich.

“Running for Hope” in US

Blood Donations

Tata Technologies continued its support for the noble cause by participating in the blood donation drives organized during 2011-12. Blood donations increased by 66 percent and a total of 630 units of blood were donated, compared to 378 the previous year. This was a result of series of blood donations drives organized in November 2011.

No. of Blood Units Increasing Per Year Graph

0

100

200

300

400

500

FY 06 -07 FY 07 -08 FY 08 -09 FY 09 - 10 FY 10 - 11 FY 11 - 12

84 90 103

254

378

630600

Committed to the needy

Tata Technologies Corporate Sustainability team helped The Tata Medical Centre(TMC), which is a cancer hospital based in Rajarhat, Kolkata (India) with 167 beds in August 2011. Half of these beds are clearly earmarked for free or subsidized treatment of those patients who are economically disadvantaged, and cannot afford cancer treatment.

Tata Technologies volunteers from all across India locations collected Rs. 23000/- for the medical center. No matter how small, it was immense help to the needy. Together, we made a little difference.

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Ready Engineer Program

Talent development is one of the focus areas under the Tata Technologies Sustainability program and has identified technical education as part of the core agenda. The company aims to meet the engineering industry’s demand for employable engineers and bridge the industry institute gap by direct intervention. Ready Engineer – the Tata Technologies program to train engineers – works by identifying meritorious 3rd year Engineering students in respective engineering colleges in India to go through special 40 hours of classroom industry based and tool based training by their expert

®engineers supported by online training with its proprietary software iGET IT .

During FY 2011-12, a total 180 students from 5 institutes benefitted from this program.

School Adoption on Teacher’s Day 2011:

Teachers are the world’s future-builders. No achievers have succeeded without the guidance of a teacher. In India, Sept. 5 is a Teachers’ Day, which seeks to acknowledge the contribution of educators.

A donation of Rs. 75,000 was presented to the School Principal of Gurukulam, Pimpri, India on Teachers’ Day.

The donation was generated from online cricket quiz competition, a Corporate Sustainability initiative. The quiz was organized with an objective of donating the proceeds for a noble cause.

The Flood of 2011: A Salute to the Thailand Team for Overcoming Major Challenges:

Tata Technologies employees in Thailand will remember 2011 for a long time. With the country ravaged by the worst flooding in half a century, the employees persevered – not only to get the job done, but to help others as well.

The disaster has been described as “the worst flooding yet in terms of the amount of water and people affected,” resulting in 815 deaths, affecting 13.6 million people’s homes and livelihood and 1 million people becoming jobless because of this disaster.

Tata Technologies professional not only persevered; they also turned their focus to helping others. They donated blood, money and time to help advance the recovery efforts of their country. One blood drive in November 2011 helped the Thai Red Cross Society address critical blood shortages in many provinces.

E i g h t e e n t h A n n u a l R e p o r t 2 0 1 1 - 1 2 XX

Board of Directors

Patrick McGoldrickCEO & Managing Director

S RamadoraiChairman

R GopalakrishnanDirector

C RamakrishnanDirector

P P KadleDirector

From left to right

XXI E i g h t e e n t h A n n u a l R e p o r t 2 0 1 1 - 1 2

AuditorsDeloitte Haskins & Sells

Registered Office25 Rajiv Gandhi Infotech Park,Hinjawadi, Pune 411 057 India

Registrars & Transfer AgentsTSR Darashaw Limited6-10, Haji Moosa Patrawala Industrial Estate, 20 Dr. E. Moses Road, Mahalaxmi, Mumbai 400011.Tel : 91 22 6656 8484 Fax : 91 22 6656 8494 E-mail: csg-unit@tsrdarashaw.com. Website: www.tsrdarashaw.com

XXII

THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.

Notice

NOTICE IS HEREBY GIVEN THAT THE EIGHTEENTH ANNUAL GENERAL MEETING OF THE MEMBERS OF TATA TECHNOLOGIES LIMITED will be held on Friday, June 22, 2012 at 3:30 p.m. at the Registered Office of the Company situated at Plot No. 25, Rajiv Gandhi Infotech Park, Hinjawadi, Pune - 411 057 to transact the following business:-

1. To receive, consider and adopt the Audited Profit and Loss Account for the year ended March 31, 2012 and the Balance Sheet as at that date together with Report of the Directors and Auditors thereon.

2. To declare dividend on Equity Shares.

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

4. To appoint a Director in place of Mr. R Gopalakrishnan 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 the conclusion of the next Annual General Meeting of the Company and to authorize the Board of Directors to fix their remuneration. M/s Deloitte Haskins & Sells, Chartered Accountants (Registration No. 117366W), the retiring Auditors are eligible for reappointment.

6. Alteration of Articles of Association of the Company

To consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution:

“RESOLVED THAT, pursuant to Section 31 of the Companies Act, 1956, and other applicable provisions, if any, the Articles of Association of the Company be and is hereby altered in the following manner, with effect fromApril 30, 2011:

a. By substituting for the existing Article 126 (6), the following Article:

"Board Committees: In the event a remuneration committee or an audit committee is formed by the Board, the Parties hereby agree that the right of the Investors to appoint one nominee to such committee shall be similar to the rights the Investors have to appoint their nominee to the Board as stated in Clauses 126(2), 126(3) and 126(4) above.

Subject to the provisions of the Act, all meetings of the audit committee and remuneration committee shall require a quorum of one third of the total strength of such committee or 2 (two) Directors, whichever is higher. Provided however that, if the Investor Director is absent for any audit committee or remuneration committee meeting, the quorum for the subsequent audit committee or remuneration committee, as the case may be, shall, unless otherwise agreed by any one of the investors, include the Investor Director. Further, subject to the approval of the Board, Mr. P. P. Kadle or such other Director as may be mutually agreed with the Investors shall be appointed as Chairman of the audit committee.”

b. By substituting for the existing Article 126 (8), the following Article:

“Chairman: Mr. S. Ramadorai shall be the initial Chairman of the Board. The Chairman of the Board shall not have a casting vote. The Chairman shall preside at all meetings of the Board and at all Shareholders’ meetings. In the absence of the Chairman for any reason whatsoever at a meeting of the Board or any Shareholders’ meeting, the Directors present shall choose one of the Directors appointed by the Sponsor to be the Chairman of the meeting.”

“RESOLVED FURTHER THAT, all decisions/actions of the Audit Committee and Remuneration Committee, during the period starting from April 30, 2011 until conclusion of this Meeting, be and are hereby ratified and affirmed and the Board, be and is hereby authorized to do all acts, deeds, matters and things and to take all steps and give such directions as may be necessary and to settle all questions or difficulties that may arise in such manner as the Board may in its absolute discretion deem fit, for the purpose of giving effect to this Resolution.”

Ordinary Business

Special Business

1

Notes:

1. The related Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of Item No.6 set out in the Notice is annexed hereto.

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

3. The Proxy as per the format given in the Annual Report should be duly filled, stamped, signed and received by the Company at its Registered Office not less than 48 hours before the time for holding the meeting.

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

5. The Register of Directors' Shareholding maintained under Section 307 of the Companies Act, 1956, will be available for inspection by the members at the AGM.

6. The Register of Contracts, maintained under Section 301 of the Companies Act, 1956, will be available for inspection by the members at the Registered Office of the Company.

7. The Register of Members and the Transfer Books of the Company will be closed from June 07, 2012 toJune14, 2012, both days inclusive.

8. The dividend on Equity Shares as recommended by the Directors for the year ended March 31, 2012 if declared will be payable on or after June 22, 2012 in accordance with the Resolution to be passed by the Members of the Company.

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

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

TSR Darashaw Limited 6-10 Haji MoosaPatrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai- 400011 Tel: +91 22 66568484 Fax: +91 22 66568494 Email:csg-unit@tsrdarashaw.comWebsite: www.tsrdarashaw.com

11. Members are requested to notify the change in their Address, Bank Details, Email etc. if any, to the Company’s Registrar and Transfer Agents. Shareholders should quote their folio numbers in all their correspondence with the Company and the Registrar and Transfer Agents.

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

13. The Company has dematerialized its Equity Shares to CDSL & NSDL and Company’s ISIN number is INE142M01017. Members, who hold shares in physical form, are requested to dematerialize their shares. A detailed FAQ on Dematerialization is provided elsewhere in the Annual Report.

14. Ministry of Corporate Affairs by vide Circular No. 17/95/2011 CL-V, has taken a green initiative in the Corporate Governance and clarified that service of document (Notices, Annual Reports etc.) to member through electronic mode is in compliance with the relevant provision of Companies Act, 1956. The Company is concerned about the environment and utilizes natural resources in a sustainable way. Members are requested to register their email address, through written application, with Company’s Registrar and Transfer Agents to enable the Company to send notices, annual reports and other communication via email.

By Order of the Board of Directors

Anubhav KapoorGeneral Counsel and Company Secretary

Date: May 8, 2012Place: Mumbai

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

2

Eighteenth Annual Report 2011-12

Tata Technologies Limited

3

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

The following Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956, (‘the Act’) sets out all material facts relating to the business mentioned at Item No. 6 in the accompanying Notice:

Item No. 6:

The members in their Extra Ordinary General Meeting held on April 30, 2011 passed a special resolution for amending the Articles of Association of the Company to incorporate the relevant provisions of the Shareholders’ Agreement, executed amongst the Company, Tata Motors Ltd and the Investors.

The Audit Committee and Remuneration & Compensation Committee of the Company comprised with 3Non-Executive Directors each and; to comply with the existing quorum provision of Articles of Association, all members’ participation is required for all meetings of the Committee, which may not be possible for all the Committee meetings. Now, the parties to the Shareholders’ Agreement have entered into an Amendment Agreement to rectify Article 126(6), which provides for the quorum of 2 Directors or one third, whichever is higher.

The Company also proposes to alter Article 126(8) of the Articles, which restricts the Company from appointing a different Non-Executive Director as Chairman of Committee, by excluding Committee Chairmanship from the scope of the Article 126(8), and to adopt the corporate governance practice of appointing of different Non-Executive Director as a Chairman of the Committee so that responsibilities of Chairmanship of Board and Committee will be distributed between the two Non-Executive Directors.

The Company proposes to alter its Articles of Association by substituting for the existing Article 126 (6) & (8) the Article mentioned under Item No. 6 (a) & (b). Further, to ratify all the decisions taken by Audit Committee and Remuneration & Compensation Committee during the period starting from April 30, 2011 until the conclusion of this Meeting, the Company proposes to alter its Articles of Association retrospectively, effective from the date of EGM i.e. April 30, 2011.

A Copy of the Articles of Association together with the proposed alterations is available for inspection by the Members.

None of the Directors of the Company is interested or concerned in the proposed Resolution. The Board accordingly recommends proposed Resolution for approval of the Members.

By Order of the Board of Directors

Date: May 8, 2012 Anubhav KapoorPlace: Mumbai General Counsel and Company Secretary

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

4

TO THE MEMBERS OF TATA TECHNOLOGIES LIMITED

The Directors are pleased to present their Eighteenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2012.

The summary of financial results of the Company for the year ended March 31, 2012 is as follows:

1. FINANCIAL RESULTS

Directors’ Report

2. REVIEW OF BUSINESS OPERATIONS

The Company recorded an overall revenue growth of approximately 32.40% with an increase of approximately 30.59% in revenue from sale of products and services, from Rs. 493.16 crore in 2010-11 to Rs. 644 crore in 2011-12. Due to efficient cost management, increased focus on operating efficiencies and offshoring, the operating profit registered an increase of approximately 38.74% over last year, while profit before taxes (PBT), grew at a rate of approximately 38.84% on a year-on year basis. Profit after taxes (PAT) grew by approximately 34.68% during the same period.

During this period, services revenue increased by 33.14% and product sales increased by 15.31% over last year to reach figures of Rs. 562.52 crore and Rs. 81.48 crore respectively. The services revenue comprises:

1. Engineering Automation Group [EAG]:EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process.

2. Enterprise Solutions Group [ESG]:ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management.

3. Product Lifecycle Management [PLM]:PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company’s proprietary applications iGETIT® and iCHECKIT®.

(Amount in ` Crore)

Particulars 2011-12 2010 -11

Income from Operations 644.00 493.16

Other Income 24.26 11.58

Total Income 668.26 504.74

Operating Expenditure 469.08 361.18

Profit before Depreciation, Interest and Taxes 199.18 143.56

Interest 1.54 1.69

Depreciation 21.16 14.76

Profit / (Loss) before Tax 176.48 127.11

Provision for Taxes 45.77 30.06

Profit / (Loss) after Tax 130.71 97.05

Balance brought forward from previous year 128.62 93.66

Amount available for Appropriations 259.33 190.71

APPROPRIATIONS

Interim Dividend 38.03 26.09

Proposed final Dividend 29.60 18.64

Tax on Interim / Proposed Dividend 10.97 7.35

General Reserve 14.00 10.00

Balance carried to Balance Sheet 166.73 128.62

Eighteenth Annual Report 2011-12

Tata Technologies Limited

5

3. DIVIDEND

4. BUSINESS OUTLOOK

5. CHANGES IN SHARE CAPITAL

6. HUMAN RESOURCE DEVELOPMENT

7. CORPORATE SUSTAINABILITY

8. QUALITY INITIATIVES

The Board declared an interim dividend of Rs. 3/- per share in the first three quarters of the financial year 2012 totaling to Rs. 9/- per share. Considering the financial performance, the Board recommends a final dividend ofRs. 7/- per share.

In addition to the interim dividend of Rs. 9/- per share for the financial year 2011-12, with the proposed final dividend, the total dividend for the financial year 2011-12 comes to Rs. 16/- per share. The total dividend for the financial year 2010-11 was Rs. 12/- per share.

Your Company is highly focused on delivery of value to its customers, marketing and sales and as such, it is seeing improved order bookings. The Company expects improved growth in revenue, EBITDA and profit after tax in the coming years. Please refer the section on Management Discussion and Analysis for more information.

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

a) The authorized share capital of the Company remained unchanged at Rs. 60.70 crore divided into 6,00,00,000 equity shares of Rs. 10/- each and 7,00,000 0.01% cumulative non-participative compulsorily convertible preference shares of Rs. 10/- each.

b) The Company has allotted 37,46,505 and 18,73,253 fully paid Equity Shares to Alpha TC Holdings Pte. Ltd and Tata Trustee Company Ltd - Trustee to Tata Capital Growth Fund - I respectively, on a preferential allotment basis, on May 16, 2011. Further, 35,125 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. 37.32 crore to Rs. 42.97 crore. The Company is committed to employee participation in the future of the Company and has promoted and implemented various stock based incentive and ownership schemes from time to time. The details for the last year are provided in Annexure I to this report.

The Company employs 4307 professionals, including permanent and contractual, as on March 31, 2012. The total employee strength of the Company and its subsidiaries, as on March 31, 2012 was 5443, with professionals serving clients in 25 countries in five continents. The Company’s philosophy is to employ citizens of those countries in which it operates. This helps in the better engagement of the customers, the Company serves. Please refer the section on Human Capital in Management & Discussion Analysis report for more information.

The shareholders are advised to refer the separate section on the Corporate Sustainability in this report.

The Company continued its business excellence journey throughout FY 12. In the year 2011, Company participated in a group initiative called Tata Business Excellence Model (TBEM) external assessment as a single organization representing all its geographies. The Company has made significant improvements in the maturity of its processes as is evidenced by the shift in its TBEM score band from ‘Early Improvements (351-450)’ in 2010 to ‘Good Performance (451-500)’.

The Company intends to move further up on the score band in FY 13 external assessment. A detailed action plan is made based on the outcomes of the assessment. A senior executive has been appointed in the office of the CEO and Managing Director to steer the business excellence journey.

The Quality Management System (QMS) is a consolidation of best practices from across different locations of the Company. It also helps in streamlining the internal processes and inter departmental interactions. These practices are designed to provide a consistently high level of service to Company’s customers.

The QMS is aligned to the requirements of the quality standards ISO 9001:2008 and AS 9100 C. All delivery locations of the Company – Pune, Bangalore and Thailand (this year) have been certified to these standards following the successful completion of recertification audits conducted by Dekra (Netherlands and USA).

All projects handled from the quality certified locations are handled through the organizational project management process called Global Engagement Model (GEM). This is web enabled system through an IT tool and is called GEM-iT.

GEM-iT has been further enhanced in line with the current business structure. Dashboards have been configured to facilitate project tracking and monitoring along the lines of current verticals. Key quality metrics are tracked through this system and provides management a view of different verticals and projects within.

The main delivery location in Hinjawadi, Pune will be undergoing the assessment in FY 13 for recertification of the Information Security Management System (ISMS) to the security standard ISO 27001 certification. This is an essential quality standard which demonstrates the organization’s ability to secure customer and business related information.

The Company has invested in strategic IT Initiatives designed with its business goals. This provides efficiencies and scalability to all stakeholders and further integrates operations across its three territories.

IT Infrastructure & Operations: Tata Technologies upgraded its IT infrastructure over the past year to enable the growing business requirements across (a) Increased Customer Connectivity requirements with key customers (b) Infrastructure requirements for New / Expanded Sales / Delivery Facilities and (c) New & existing Business Applications deployed globally. The Company upgraded its core Infrastructure by deploying New Blade servers, additional storage and tape backup libraries were deployed in the Company’s data centers. Server virtualization strategy was continued, to provide higher performance & uptime while reducing the space, power and cooling requirements. The Microsoft Exchange 2010 platform was leveraged to improve collaboration and mobile capabilities to employees. Network Appliances (NetApp) across key facilities supported the Company’s growing data management requirements.

Software Asset Management (SAM) of Engineering & Business Software assets continued to be a key focus area throughout the year. The SAM initiative and associated governance resulted in better utilization of the Company’s software assets.

The new 550 seat state of the art facility at Blue Ridge was fully operationalized to support key customers while taking advantage of SEZ export benefits. Offices at Bangalore, Delhi, and Coventry (UK) were expanded. The Company upgraded its Voice Communications framework powered by Avaya Voice-Over-IP technology to improve communication across key facilities. The new VOIP PBX has been deployed at key facilities and is planned for expansion across other facilities in the coming year.

Engineering Systems & Customer Collaboration:The Company consolidated engineering servers, licenses and data in each of the key delivery centers to better manage customer information, improve efficiency, and reduce risk of data loss. As part of the Customer Collaboration activities, data transfer circuits between, the Company and several of its key customers were upgraded to support the growing development activities across our delivery centers. Technology improvements - such as local data caching, and WAN acceleration – aimed at increasing our effective collaboration capabilities was also piloted as part of the offshore delivery center growth.

IT Service Delivery (Enterprise Applications):The Company matured global process deployments across its major process areas / associated business systems (Opportunity2Order, Deal2Delivery, Hire2Retire, Billing & Finance & Decision Making / Analytics). Enterprise Deployments as planned through a comprehensive Systems Value Engineering Study (SAP) were a key component of the IT Strategy and Execution for FY12.

Hire2Retire: Project Gateway, the Company initiative to streamline, standardize and automate core Hire2Retire processes globally started delivering business benefits across all locations. Key processes such as Employee Self Services, Travel Requisition / Expense-Claims Processing & e-Recruitment were launched globally with other services (eg. e-Procurement, e-Separation) planned for launch in the coming quarter.

Opportunity2Order: The Company increased global usage of single (Microsoft) CRM system across its Global Services / PLM Solutions Go To Market divisions. The Company upgraded its CRM to the latest Microsoft CRM 2011 platform, which enables automation in areas such as Customer Complaint Management, Products Contracts Maintenance & Renewals. Sales teams were provided easy visibility to their Open Orders / Invoices via the CRM system by integrating the associated SAP information.

Deal2Delivery: The Company rolled out a single Deal2Delivery process framework, with associated

9. INFORMATION TECHNOLOGY (IT) INITIATIVES

6

Eighteenth Annual Report 2011-12

Tata Technologies Limited

7

methodologies incorporated both in the CRM & GEM (Project Execution) systems. The Company expanded its deployment of the GEM Project Execution systems across its LOBs and key delivery centers. Significant functionality / user productivity enhancements were completed partnering with the Tata Technologies Process Group. The Company launched a Knowledge Management initiative, under the GEM framework across its key Delivery Centers. All delivery processes and systems were integrated working with the Global Delivery Operations & Process group. Processes such as Skills tracking, managed by ‘mySkills’, were further matured and leveraged as part of operations.

Decision Making & Analytics: The Company expanded its framework for a comprehensive decision making and analytics system powered by Business Warehouse (BW) and Analytics viewing technologies (SAP / Qlikview). Key analytics across Human Resource Department, Project Profitability and Revenue Analytics were enhanced and new SAP BW analytics were rolled out as part of Project Gateway with access to key managers via the Employee Portal.

Information Security Management System (ISMS) Operations:Information Security and the protection of customers / corporate / employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO27001 status in its key Delivery Centers. Information security governance was further improved with regular reviews of info security policies and procedures, security incident and end user awareness all through tracking of key security metrics.

The Company continues to adopt ITIL as its Service Delivery Framework for all internal operations. The Company also continues to adopt an IT Steering Committee governance framework to prioritize requirements across all parts of its business while ensuring return of its IT investments.

The Company had eight subsidiary companies as on March 31, 2012.

10. SUBSIDIARY COMPANIES AND JOINT VENTURE

Tata Technologies Ltd(India)

INCAT InternationalPlc (UK)

Tata Technologies Pte Ltd.(Singapore)

Tata TechnologiesEurope Ltd

(UK)

INCAT GmbH(Germany)

Tata Technologies (Thailand) Ltd.(Thailand)

Tata Technologies Inc(US)

Tata Technologies(Canada)Inc,

Canada

Tata Technologiesde Mexico, S.A. de C.V.

(Mexico)

100%

99.24%

100%

100%

100%

100%

100%

100%

North America Europe Asia Pacific

Consolidated Results: In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issued by the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company and 50% share in Joint venture Company have been considered in the Consolidated Financial Statements of the Company, attached in a separate section of this report. As may be seen from the consolidated statements, the consolidated revenue was Rs. 1666.95 crore, an increase of 31.46% against Rs. 1268.05 crore in the previous year. The profit before tax was Rs. 271.83 crore as against Rs. 179.91 crore in the previous year, recording a growth of 51.09%. The profit after tax stood at Rs. 208.37 crore as against Rs. 139.02 crore recording a growth of 49.88%.

The Services/Products business mix was a 73/27 split respectively (Rs. 1196.78 crore for services and Rs. 445.83 crore for products) compared to FY 2011 when the Company recorded Rs. 881.86 crore for services and Rs. 373.97 crore for product or a 70/30 mix. The Americas produced Rs. 558.86 crore with Asia Pacific recording Rs. 742.43 crore and Europe generating Rs. 561.63 crore. The three territories combined produced Rs. 1666.95 crore top line revenue after reducing inter-company billing, in FY 2012 compared to Rs. 1268.05 crore for FY 2011.

8

Joint Venture: Tata HAL Technologies Ltd is a 50:50 joint venture between Tata Technologies Limited and Hindustan Aeronautics Limited (HAL), with its corporate office situated at Bangalore, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs. 5.10 crore for the FY 2011- 12 as against the revenues of Rs. 3.34 crore in FY 2010- 11 an increase of 52.69% over last year. The loss for the year was Rs. 1.63 crore as against Rs. 0.57 crore in FY 2010- 11. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

The Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted an approval for exemption from attaching the accounts of subsidiary 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 gist of the financial performance of the Company’s subsidiaries is attached as part of the report.

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

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association,Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire by rotation and eligible to offer themselves for reappointment.

M/s Deloitte Haskins & Sells (DHS), Chartered Accountants (Registration No. 117366W), the Company’s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2012-13. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility 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 authorize the Board of Directors to fix their remuneration.

The Company has appointed M/s Ernst & Young as Internal Auditors of the Company, during the last year, to conduct the Internal Audit of the Company and its subsidiaries.

Your Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of the Companies Act, 1956 during the year under review. And hence, no amount is outstanding under the head Public Deposits as on March 31, 2012.

A statement containing the names and other particulars of employees of the Company as required under 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.

The shareholders are advised to refer the separate section on the Management Discussion and Analysis in this report.

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

Conservation of Energy: The operations carried out by the Company in all of its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive

11. DIRECTORS

12. STATUTORY AUDITORS

13. INTERNAL AUDITORS

14. PUBLIC DEPOSITS

15. PARTICULARS OF EMPLOYEES

16. MANAGEMENT DISCUSSION AND ANALYSIS

17. CORPORATE GOVERNANCE REPORT

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Eighteenth Annual Report 2011-12

Tata Technologies Limited

consumption of energy. Measures were taken to increase awareness about need to conserve power and water. At the Hinjawadi delivery center, solar water heaters are installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU’s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technology Absorption: The Company’s commitment to become the world leader to the manufacturing industry is reiterated. To scale Tata Technologies, to rapidly respond, to manage risk, to position the Company 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 with automotive, aerospace, industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

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

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

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

• Digital Manufacturing: The Company provides end to end solutions in the digital manufacturing domain – from planning to layout to simulation to implementation which enables engineers to make intelligent decisions in the virtual environment without committing to the costs of physical equipment.

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

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

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

19. DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

ii. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to

(Amount in ` Crore)

2011- 12 2010 - 11Particulars

Earnings in foreign currency 179.86 110.91

Expenditure in foreign currency 60.31 40.56

9

give a true and fair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance 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.

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 the Government 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 and collective contribution of all the employees in the overall growth and progress of the Company during the last year.

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

On behalf of the Board of Directors

Date: May 8, 2012Place: Mumbai Chairman

20. ACKNOWLEDGMENTS

S RAMADORAI

10

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Annexure ll – Directors’ Report

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12

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Management Discussion & Analysis

A. Company Overview

B. Offerings

C. Manufacturing Industry Outlook

Tata Technologies is a leading manufacturing consulting organization, tracing its roots back to 1981, offering Engineering Services Outsourcing (ESO) and Enterprise IT Services which optimize clients’ product development process and the entire manufacturing ecosystem. Tata Technologies complements its’ Services portfolio through the provision (reselling) of the enabling software technologies, including software developed by Tata Technologies, that underpin successful Product Development and Manufacturing Business (Enterprise) systems.Tata Technologies is a company of engineers, led by engineers, with 5,443 associates, representing 17 nationalities. Tata technologies serves clients in 25 countries, with a delivery model specifically designed for engineering and manufacturing IT engagements that offers a unique blend of deep, local expertise integrated with our six global delivery centers, Detroit (USA), Coventry (UK), Pune (India), Bangalore (India), Stuttgart (Germany), and Bangkok (Thailand). The international headquarters is located in Singapore.

Manufacturers are increasingly challenged to provide safer, environmentally friendly, innovative, content-rich products that are tailored to local markets at the same or lower cost. Tata Technologies helps its customers meet these business requirements through four service groups:

VPD – Vehicle Programs & Development (VPD)The VPD provides complete outsourced program management, concept development, detail design, validation and manufacturing planning services. Projects of this scale and complexity are achieved through a combination of automotive experts in the US and Europe, coupled with India’s most experienced automotive engineers. Programs include electric vehicles, or EV variants that help achieve sustainability targets, while providing mobility at an affordable price point. The eMO electric vehicle, designed by Tata Technologies, showcased at the 2012 International Auto Show in Detroit, was a first for any India-based engineering services firm.

E&D – Outsourced Engineering & DesignThe services of this group include concept development, VA/VE, CAE, detailed engineering, embedded software development, product verification, and manufacturing process design, tool design and validation, applied to major product subsystems and components. Offerings include the provision of providing services from offshore engineering centers in India and Thailand.

PLM – Product Lifecycle Management SolutionsThe PLM optimizes product development processes, implementing collaborative PLM tools, a major contributor to ER&D investment efficiency, especially for global engineering teams with extensive supply chains. Tata Technologies is the world’s largest independent reseller of PLM technology. It and its customers are among the world’s top users of PLM technology. The company’s engineers use these products to deliver services to our clients worldwide. It packages the insights and best practices we have developed through our engineering heritage into service offering templates to improve the efficiency of engineering teams at Tata Technologies and it’s clients.

ESG – Enterprise Solutions GroupThe ESG provides consulting and IT solutions that help manufacturing customers in optimizing critical enterprise processes through the application and data analytics of Enterprise Resource Planning, (ERP), Manufacturing Execution Systems, (MES), and Customer Relationship Management, (CRM), including the use of social media and improving manufacturing planning and performance. It also has extensive experience in rapidly integrating the processes, systems and data of companies acquired by manufacturers.

The global manufacturing industry continued to improve and investments in product development continued to grow. Every manufacturer is attempting to attract and retain customers through the rapid introduction of innovative and differentiated product; to differentiate their products from competition, to meet regulatory requirements and adapt to, or design product for high growth markets – at attractive price points and great margins. Every manufacturing Engineering Research & Development, ER&D, group is constrained by budget and talent shortages, searching for investment efficiency and lowering fixed costs. Our product development process experience, mastery of the virtual world, long-standing partnerships with leading PLM suppliers and our own, first-hand experience in leveraging PLM technologies, enables us to knit our own and the client’s global teams into an efficient “Product Development machine” improving cycle time, throughput and ‘FTC’, first time through design capability, lowering both the frequency and magnitude of design changes and costly physical properties.

13

According to a recent Booz & Co. analysis, in Tata Technologies’ core industries, Automotive, Aerospace & Defense and Industrial Machinery, the Engineering Research and Development, ER&D, spend continued to grow. Auto and Aero grew 8.5% CAGR (1998 to 2010) and is forecast to grow at 9.1% CAGR between 2012 and 2020. The Industrial Machinery ER&D spend for the2012-2020 period CAGR is 0.8% and at USD $19Billion in 2010 which is still substantial. Across industries, India and China headquartered firms continue to rapidly increase ER&D spend, 2005-2010 at 41% CAGR, and are expected to outpace ROW. Engineering Services sourced to low cost countries is forecast to grow at 16.4% CAGR between 2012 & 2017.NASSCOM reports that “the Indian IT-BPO sector achieved a significant landmark in FY2012 crossing aggregate revenues of USD $100 Billion and India’s market share in the global sourcing arena (grew to) about 58% in 2011. India ER&D exports reached USD $10.2 Billion with YoY growth of 14%”. * Tata Technologies is positioned to capitalize on the increase in spend with core competency in the convergence of manufacturing domain skills with leading edge technology coupled with deep experience in both mature and emerging markets.*“NASSCOM, The IT-BPO Sector in India, Strategic Review 2012”, Pages 3 and 15

The automotive industry continues to emerge from the recession with strong growth led by emerging markets, factors such as increased urbanization, shift to smaller cars, increased consumer focus on value, the shift from mature markets, global overcapacity, talent shortages, especially in engineering and an environmentally friendly product life cycle. According to Deloitte Touche Tohmatsu’s senior automotive leaders, “A massive shift in the competitive landscape will see China and India emerge as major players in the industry. These markets will join Western Europe, Japan, Korea, and the United States as the centers of design and manufacturing for original equipment manufacturers (OEMs) and their suppliers. An era of “conscious consumption” will emerge. Customers around the world will be more cost conscious, especially in the developing world where millions of people will make their first ever car purchase. Environmental considerations will also weigh heavily on the industry towards 2020. The fierce race to develop and produce electric vehicles, spurred by both customer demand and government incentives, will mean that up to a third of all cars purchased in developed countries in 2020 will not be propelled by an internal combustion engine.” **** “A new era: Accelerating toward 2020 — An Automotive Industry Transformed”, Page 3

Our company sees a large proportion of ER&D spend with emphasis on four main areas …1. Electronics and embedded systems, used to differentiate product, offer value-added services and meet

regulatory challenges, especially in … • Improving fuel economy• Telematics / Communications – the “connected car”• Safety & Security Features• Infotainment

2. Alternative Propulsion systems, such as plug-in hybrids, full electric, and fuel cell powered vehicles will continue to command high levels of investment, subsidized by government in many parts of the world.

3. Reducing weight, lightweight structures – in part, through the use of lightweight materials – High-strength steel, aluminum, magnesium and carbon-fiber reinforced polymer, CFRP.

4. Future products and manufacturing processes will be more eco-friendly, leveraging eco-friendly materials and requiring less energy, system-wide, raw material through recycling.

Addressing these automotive market trends, Tata Technologies eMO electric mobility study, profiled in another part of this report, represents a big leap forward for Tata Technologies in innovation in the sector. The eMO, which was unveiled in January 2012 at the International Automotive Show in Detroit is the world’s first complete vehicle study developed by an India-based engineering services company. This program showcases innovation in automotive packaging and design, manufacturing processes, as well as EV engineering benchmarks; and was invented to go to market at the disruptive price point of $20,000.

The civil aerospace market is rapidly expanding in developing markets and replacements due to the demand for fuel efficient fleet in developed markets. In fact PwC says, referring mainly to production capacity, “Our analysis indicates that a significant proportion of suppliers are at risk of not being able to deliver the ramp-up that is required.” *** This rapid expansion is putting a strain on supply chains in ER&D as well. Innovation is imperative to drive down costs and meet new customer and regulatory requirements such as stronger, lighter and smart materials and sensors which monitor the equipment health and reducing maintenance costs. Tata Technologies experienced teams in aero-structures design, manufacturing process planning and tool design specifically to address this need. PwC also reports that M&A activity is at record levels in 2011 and consolidation is likely to continue. The need to integrate disparate PLM and ERP/SAP systems from the consolidated companies soon follow, which is a core capability of Tata Technologies. Tata Technologies has been implementing PLM, SAP and MES solutions in A&D,for more than 15 years. Our ability to implement customized PLM and SAP solutions enables entire organizations and their external networks to respond in unison, more efficiently, to changing business conditions.*** PwC Mission control 2011 annual and fourth-quarter review page 3

D. Automotive Industry

E. Aerospace& Defense, A&D

14

Eighteenth Annual Report 2011-12

Tata Technologies Limited

F. Industrial Machinery

G. PLM Market

The market for Industrial machinery continues to grow, especially in construction, mining and farm equipment sectors. As the demand increases, especially in emerging markets, so do the investment levels. Caterpillar and John Deere are expanding their footprint in China with the recent acquisitions and new factory expansion. Demand in India is strong. In the US, there is an increase in federal funding for highway infrastructure, a key driver for growth. There is focus on effective supply chain planning following volatility in raw material input prices and increasing global footprint. Tata Technologies continues to expand in the Industrial Machinery industry especially in using frugal engineering principals to design and products and recommend local sourcing opportunities to meet local requirements.

The Comprehensive PLM Market experienced strong global growth in CY2011 annually increasing by 15.4% to USD $29.9 Billion according to CIM data. **** CIMdata also estimate that “cPLM will grow 10.6% per year from 2012 to 2016, driven by growth in simulation and analysis, systems engineering, non-traditional industries such as financial and services, expanded push for sustainable and green design, continued growth in the mid-market and growth in Asia-Pacific and other emerging areas” where Tata Technologies is well positioned. Tata Technologies has long term partnerships with the leading software providers such as Dassault, Autodesk and Siemens that dominate the market. Cost pressures on manufactures as well as high demand for new products, especially from emerging markets, will continue to push manufacturers to improve product development efficiency across the entire ER&D network by intelligently implementing advanced PLM solutions. Continued consolidation in the industries we serve, drive the demand for rationalization and integration of product development processes, methods and tools. Tata Technologies engineering process approach blended with deep knowledge of the capabilities and limitations of software tools addresses this demand is illustrated in the article in this report titled “ Helping racing legends be their best”.

****2011 Market Analysis Results, PLM Market & Industry Forum, Shanghai China.

Comprehensive PLM - Investments

Market history and forecast - software + services - 2007 - 2016

Other Tools

EDA

AEC

Focused Apps

Digital Manufacturing

Stimulation & Analysis

NC Non Bundled

MCAD - Design Focused

MCAD Multi - Discipline

SI/ Feseller/ VAR

Comprehensive cPDm

US

$ (

Bill

ion

s)

$ 60

$50

$40

$30

$20

$10

$0

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Est Est Est Est Est

H. Human CapitalTata Technologies strives to offer a Signature Employee Experience to enable a High Performance Culture and Build Winning Teams. This ensures a consistently motivated workforce with customer focused competencies and a strong employee brand. We are committed to the belief that this strategy is a critical determinant of shareholder value.

15

Return on Human Capital (ROHC)The ROHC model paves the way to measure HR actions on business performance through a matrix of twenty HR initiatives and programs. Fig below illustrates the ROHC model and its linkage to business outcomes. Each of the twenty initiatives and programs were analyzed to understand the current status, target and the associated action plan to achieve the same.

ROHC is ingrained in the DNA of the HR team and all actions are now linked and reported against the ROHC initiatives. The HR PMO is a key stakeholder helping to track, monitor and ensure implementation of the ROHC initiatives and programs.

Create High PerformanceCulture

Build Winning Teams Offer Signature Employee Experience

Workforce Planning

Graduate Engineers Program (FUNDA)

Talent Pool

Employee Branding

Strategic Hiring

Recruitment

Referral Program

Retention Management

Employee Induction

Scalable HR Systems

Employee Benefit Policies

SLA of Recruitment

Campus 2 Corporate Training

Workforce efficiency (EBITDA/Cost of employee)

Workforce cost control (Cost of employee / Revenue)

Building premium workforce(Billing rate / employee)

Growing workforce (Revenue growth

per Employee)

WhatEmployee

Experiences

What HR Actions on

WhatBusiness

Experiences MARGIN GENERATION(EBITDA/EMPLOYEE)

INCOME GENERATION(REVENUE/COST OF EMPLOYEE)

Return On Human Capital (EBITDA/EMPLOYEE)

Fair Appraisals

Compensation Management

Competency Development

Competent Sales Force

Incentive Program

Third Party Hiring

“Best Employer”

Control Cost Of Recruitment

SE1: RETURN OF HUMAN CAPITAL

FY12 Q2

ROHC Improvements

FY12 Q1 FY12 Q3 FY12 Q4

1. Appraisals completed and on time salary Increments

2. Unique Jobs / Technical and Managerial Competencies

3. Tata Technologies Leadership Practices

4. SEZ – Infrastructure5. FUNDA –GET

training program

1. Launch of ROHC2. Uphoria & Employee

Events3. KPI setting completed4. TGELS for Senior

Leadership team with TMTC

5. HR PMO established6. Employee Referral, Spot

Award & RelocationPolicy

7. SAP Hire 2 Retire launched

1. Gallup Engagement Survey

2. iSMART – Harvard Manage Mentor Program with TMTC

3. HR Centralization4. Interest Subsidy on

Housing Loan Policy5. Succession planning

for ABC with PDI Ninth House

6. ESS/MSS, e-Travel launched

1. EVOLVE for Middle Managers

2. ROHC & HR Budget rollout for FY 13

3. UK Deputation Policy, International Travel Policy & Car Lease Policy

4. Talent Pool & FTSS 2012

5. Gallup Action Planning completed

6. Performance Management Policy

7. e-Recruitment launched

ROHC Results FY07 FY08 FY09 FY10 FY 11 Q1 Q2 Q3 Q4 FY 12

Avg. Global headcount 3,241 3,855 3,967 4,036 4,256 4,764 5,045 5,173 5,244 5,244

Net Addition - 614 112 69 345 508 281 128 71 988

Attrition (Global) 17.5% 16.3% 16.0% 18.0% 18.0% 18.3% 19.0% 18.4% 16.0% 16.0%

EBITDA/Employee 11,912 19,144 25,801 31,982 45,231 50,962 56,555 72,031 75,980 63,882

EBITDA/Employee

Cost 10% 14% 21% 31% 37% 41% 40% 46% 45% 43%

Employee Cost as a % of Revenue 55% 48% 46% 45% 44% 44% 44% 42% 42% 43%

Billing Rate per

Employee per Hr 34.00 36.90 34.90 30.45 34.05 31.29 33.19 37.53 40.74 34.53

Volume Growth(Avg. Manpower) - 19% 3% -1% 5% 12% 6% 3% 1% 23%Gallup Score 3.35 3.35 3.46 3.46 3.46 3.46 3.46 3.57 3.57 3.57

16

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Talent AcquisitionTechnology is a crucial component of an integrated HR management initiative. An IT enabled workflow between demand generation for resources and final deployment for revenue generation forms the backbone of our talent acquisition process. The facility enables all stakeholders in the resource acquisition cycle, to seamlessly align & track fulfilment of business requirement.Structured recruitment brand building initiatives continued for positioning the company as an employer of choice for fresh recruits from Campus as well as lateral hires. Across the country,66 premium institutions were covered for campus hiring. This represents an increase of 12% institutions over the previous year. The program also focussed on lateral hiring and ran the highly creative PFLE (Passionate Fun Loving Engineers) campaign to build sustainable differentiation for Tata Technologies as an employer brand. As a part of our continuous drive for cost optimisation, we set up India offshore support for talent management for our North American operations.

Talent DiversityThe company has improved its workforce diversity through equal-opportunity recruitment programs globally. As on March 31, 2011, women constituted 13% of the total work-force. The segmentation of employees across geographies was 78% in APAC, 12% in NA and 10% in EU.

Learning & DevelopmentThe organisational strategy and business plans define the thrust areas of learning and competency development in Tata Technologies. In addition to the competency development areas identified by the strategy and business plan, LOB specific and individual requirements are captured and translated by the L&D group into the annual L&D plan. These plans are used to prepare the monthly schedules which are augmented by the just in time project requirements from the business. FUNDA for Campus recruits is a benchmarked program with industry and provides two months of structured inputs to new joinees in Technical and Cognitive areas. A wide variety of e-learning programs were proliferated to all levels of employees. Our training achieved coverage of 3246 employees with an average of 5.2 days of training per person for the year.

Tata Technologies believes that the company’s success in building internal capability and motivation depends on individual talent being nurtured and people acquiring the right skills, necessary to drive business objectives.

A number of programs have been launched in our endeavour to enhance Leadership Effectiveness. By leveraging technology and a unique concept of modular progressive education, we devised the EVOLVE program to impart Leadership training. The program is structured into 33 modules. The rest of the programs are conducted using web technology and participants attend the class in a virtual classroom which ensures collaborative learning and exchange of ideas.

iSMART, a program featuring a combination of options for growth of soft skills, leadership development, technical skill enhancement, coaching and mentoring programs. iSMART aims at developing necessary characteristics and behaviour at an individual level and bridge company-wide identified competency gaps to achieve our goals. The iSMART program started on 23rd. Dec’11 with the launch of online Harvard Business Publishing courses. Globally, 2204employees registered for the courses and by 31st. March ’12, 1466 employees completed the course.

In current scenario of global volatile and multi facet market a Company’s sustainability and growth are based on risk management capabilities. A risk event that affects business is a significant occurrence in the life of any Company, affecting directly on its ability to fulfill its business objectives.

The objective of risk management is to develop a culture and capabilities of identifying, assessing & mitigating the risk at all levels/functions across the organization, by instituting framework, processes/policies suitable to the Company and creating risk awareness which ultimately insures the Company’s sustainability in the business and provide benefits to the Company’s stakeholders and customers. The followings are the broad objectives of risk management:

1. Reduce unacceptable performance inconsistencyEvaluate the likelihood and impact of major events and develop responses to either prevent those events from occurring or manage their impact on the Company if they do occur.

Employee Capability Building:

I. Risk Management

Risk Philosophy

17

2. Build confidence of stakeholdersIncrease transparency of risks and risk management capabilities, and improve the maturity in identifying and managing critical risks.

3. Strengthen corporate governanceStrengthen Board oversight, explain risk management roles and responsibilities, set risk management authorities and boundaries, and effectively communicates risk responses in support of key business objectives.

4. Successfully respond to a changing environmentAssist management with evaluating the assumptions underlying the existing business model, the effectiveness of the strategies around executing that model, and with identifying alternative future scenarios, evaluate the likelihood and severity of those scenarios.

5. Align strategy and corporate cultureHelp management to create risk awareness and an open, positive culture with respect to risk. Centralize policy setting and creates focus, discipline, and control. Increase accountability for managing risks across the enterprise and facilitate timely identification of changes in an entity’s risk profile.

Enterprise Risk Management (ERM) Framework

Definition

ERM is a process, effected by an entity's Board of Directors, management and other personnel, applied in strategy setting and across the enterprise, designed to identify potential events that may affect the entity, and manage risks to be within its risk appetite, to provide reasonable assurance regarding the achievement of entity objectives.

The Company has established a formal Enterprise Risk Management (ERM). The Company has adopted the recommendations on the Enterprise Risk Management framework provided by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As a services focused Company, it is necessary for the Company to manage risk at the individual transaction level and to consider aggregate risk at the customer, industry and geographic, where appropriate.

ERM Organization and Process

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.

Internal Environment

Event Identification

Risk Response

Information & Communication

Objective Setting

Risk Assessment

Control Activities

Monitoring

S T R AT E G I C

O P E R AT I O N S

R E P O R T I N G

CO M P L I A N C ESU

BSID

IAR

Y

DIV

ISION

BU

SINESS U

NIT

ENTIT

Y - LEVEL

ERM Framework - COSO

18

Eighteenth Annual Report 2011-12

Tata Technologies Limited

ERM Focus Areas - Linkage to Framework

Risk Culture

Risk & Value Assessment

Identification, quantification and reporting of risk

and value

Risk Management

ActionsOptimization of Risk

within the Risk appetite

Risk Governance

definition & application of organizational

structure, roles & responsibilities,

policies, appetite &

limits

PeoplesessecorP

3. Event Identification

4. Risk Assessment

5. Risk Response

2. Objective Setting6. Control Activities

7. Information Communication

8. Monitoring

1. Intemal Environment

1. Competitive Environment

2. Inability to do business with Tata Motors’

competitors

3. Exchange Rate Fluctuations

4. Immigration Regulations

1. Revenue Concentration

2. Project Execution and Management

3. Human Resources Management

4. Customer Acquisition

5. Suppliers’ bargaining power in Product

Solutions division

6. Leadership Bandwidth & Critical positions

External Risk Factors

1. Competition 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 is 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.

Risk Management Activities

A disciplined approach to risk is important in an organization such as ours in order to ensure that we are executing according to our strategic objectives and this process is designed to identify potential events that, if they occur, will affect our Company. The management has identified the following top 10 risks, classified into external risk factors and internal risk factors, to help achieve business objectives in a robust manner.

Identification

• Understand Current initiatives

• Conduct Awareness Workshop

• Capture Risk perceptions

• Assign likelihood/ impact scores

Mitigation

• Work out mitigation plans

Communication

• Establish monitoring mechanism

• Presentation to the Board

Agreement

• Review risks with functional heads

• Finalize Major risks

ERM Organization and Process

External Risk Factors Internal Risk Factors

19

Risk Management Activities

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 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, DMU, and Complete Vehicle Integration.

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.

Risk Management Activities

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.

From the beginning, as part of its strategy, the Company keeps its business with TML separate from its business with other automakers. Company also continues to focus on growth with non-TML competitors and with complementary industries as part of mitigation strategy.

Company has an established Information Security Management System (ISMS) to meet the stringent requirements of the security standard ISO 27001:2005and to ensure confidentiality of each customer’s data and Intellectual Property (IP). Controls include restricted physical access to specific customer work areas and logical data separation ensured through appropriate controls in the intranet, firewall, etc.

The ISMS is built on the strong foundation of the company’s Quality Management System (QMS) which conforms to the quality standards ISO 9001:2008 and AS 9100 C (aerospace quality standard). These quality standards call for measures to protect customer assets. A strong regime of internal and external quality audits mandated by these quality standards ensure that these important requirements are not compromised. The company renews (or upgrades) these quality certificates every three years (or when the standard undergoes revision), thus providing customers confidence in our systems.

Company is exposed to the impact of changes in foreign currency exchange rates, because considerable revenue comes from outside of India and it may have negative impact of currency fluctuations on operating results.

Risk Management Activities

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. The Company follows a prudent forex policy.

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.

Risk Management Activities

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.

2. Inability to do business with Tata Motors Competitors

3. Exchange Rate Fluctuation Risk

4. Immigration Risk

20

Eighteenth Annual Report 2011-12

Tata Technologies Limited

The Company has 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.

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.

Risk Management Activities

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.

• 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.

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

Internal Risk Factors

1. Revenue Concentration

2. Project Execution & Management Risk

21

uncertainties, which have impact on the budgeted time and cost, and it ultimately affects the profitabilityof the Company.

Risk Management Activities

The Company has rolled out Global Engagement Model (GEM), which is a consolidation of best practices from the delivery centers around 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 customersfor 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

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 the industry in which Company operates, 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.

Risk Management Activities

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 wit ‘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 institute inside and outside the Country where appropriate. The Company is focused towards identifying competencies required to deliver value and groom professionals along multiple dimensions: technology, domain, leadership and management.

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.

In today’s competitive business environment, the Company may not be able to predict acquisition of customers and its growth.

Risk Management Activities

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

3. HR related Risks

4. Customer Acquisition Risk

22

Eighteenth Annual Report 2011-12

Tata Technologies Limited

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.

In Product Solutions business division, the Company has limited bargaining power with various suppliers of the software products we distribute around the globe.

Risk Management Activities

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.

There is a risk that the second line of Executive Management (Leadership Team) may not be available at all the times. Permanent / long-duration unavailability of such key executives may result in the adverse impact on the smooth operations of the Company if the relevant succession plan is not in place.

Risk Management Activities:

Succession Plan is in place for the entire Leadership Team (short term in case of an emergency and long term from job rotations and growth perspective). Growth of next line of leaders is ensured through Learning Organization. This is also ensured by getting them to play higher roles in their existing capacity.

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 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.

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

5. Suppliers’ bargaining power in Product Solutions division

6. Leadership Bandwidth & Critical positions

J. Operational Performance

Dupont Analysis

=

SG&A as % of sales

ROCE = PBIT

Capital=

PBIT

Revenue

Revenue

Capital

Gross Margin

Offshore Growth

Fixed Asset T/O

Days Sales O/S

Revenue growth

20.96% INR 138cr

INR 658cr

1.67

29%

15%

14%

14.71

74days

-12%

26.45% INR 187cr

INR 708cr

15%

1.79

29%

13%

50%

14.59

68days

15%

20112010 2012

1.76

17%

INR 279cr

INR 946cr

66%

12%

30%

14.91

64days

31%

29.51%

13%

23

Debtor Days

Deb

tor D

ays

2007-08 2008-09 2009-10 2010-11 2011-12

10

20

30

40

50

60

70

80

9077 83

7464

** Debtor Days are computed after considering Provision for Doubtful Debt

68

Earnings Per Share

EPS

(`)

2007-08 2008-09 2009-10 2010-11 2011-12

10

20

30

40

50

60

8.23

17.59

24.33

37.15

49.15

00

100

200

300

400

500

600

700

Cash

& C

ash

Equi

vale

nts

(` C

rore

)

77123

193

284

609

Cash & Cash Equivalents

2007-08 2009-10 2010-11 2011-122008-09

ESO

P Sh

are

Pric

e (`

)

2006-07 2007-08 2008-09 2009-10 2010-11

145.00176.89

196.00223.00

270.00

50

100

150

200

250

300

350

0.00%2007-08 2008-09 2009-10 2010-11 2011-12

Retu

rn o

n Ca

pita

l Em

ploy

ed %

5.00%

10.00%

15.00%

20.00%

25.00%

30.00%29.51%

26.45%

20.96%

16.74%

10.94%

35.00%

0.00%

5.00%

10.00%

15.00%

20.00%

25.00%

30.00%

35.00%

40.00%

Retu

rn o

n Eq

uity

%

8.46%

18.63%

26.41%

34.12% 33.38%

2007-08 2009-10 2010-11 2011-122008-09

Return on Equity

Fixe

d A

sset

Tur

nove

r

Fixed Asset Turnover

2007-08 2008-09 2009-10 2010-11 2011-12

5.00

18.5620.56

14.71 14.59 14.91

10.00

15.00

20.00

25.00

Debt Equity Ratio

Rati

o

2007-08 2008-09 2009-10 2010-11 2011-12

0.60

0.960.86

0.65

0.44

1.00

2.00

24

Return on Capital Employed

ESOP Share Price Performance

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Revenue by Country (` Crore)

557

2 50

507

551

India

USEUThailandSingapore EB

ITD

A (`

Cro

re)

2007-08 2008-09 2009-10 2010-11 2011-12

50

77

120

153

206

305

100

150

200

250

300

350

EBITDA

2007-08 2008-09 2009-10 2010-11 2011-12

50 30

6691

139

208

100

Prof

it a

fter

Tax

(` C

rore

)

150

200

250

Profit after Tax

Reve

nue

(` C

rore

)

Revenue

2007-08 2008-09 2009-10 2010-11 2011-12

200

1,1001,241

1,098

1,268

1,667

600

1,000

1,200

1,600

1,400

400

800

1,800

Effective Tax Rate

0%

10%

20%

30%

40%

50%

Perc

ent

42%

29%23%

2007-08 2009-10 2010-11 2011-122008-09

28%23%

Offshore Revenue

2007-08 2008-09

39

91

50

100

150

200

250

300

** Revenue generated by Offshore Delivery Centers

2009-10 2010-11 2011-12

103

155

257

Off

shor

e Re

venu

e (`

Cro

re)

25

4. The discussion should be read in conjunction with the financial statements and notes for the year endedMarch 31, 2012.

The total income of the Company (Unconsolidated) aggregated Rs. 668.26 crore in fiscal 2012 as compared to Rs. 504.74 crore in fiscal 2011, registering a growth of 32.40%. In fiscal 2012, the Company’s (Unconsolidated) profit after taxes aggregated Rs. 130.71 crore as compared to Rs. 97.05 crore in fiscal 2011, registering a growth of 34.68%.

In fiscal 2012, the total income of the Company (Consolidated) aggregated Rs. 1666.95 crore as compared to Rs. 1268.05 crore in fiscal 2011, registering a growth of 31.46%. The consolidated profit after taxes aggregated Rs. 208.37 crore in fiscal 2012 as compared to Rs. 139.02 crore in fiscal 2011, registering a growth of 49.88%. During the year the Company has paid interim dividend of Rs. 9/- per equity share and a final dividend of Rs.7/-per equity share has been recommended. Full details of the dividend paid are available in the Director’s Report.

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 related notes for the year ended March 31, 2012.

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

Income from Operations

RESULTS OF OPERATIONS Tata Technologies Ltd. (UNCONSOLIDATED)

INCOME

The Company’s revenue consists mainly of income from services and sale of products. The Company provides services either on time and material basis or fixed price basis. The Company’s revenue from services on time and materials contracts is recognized when services are rendered and related costs are incurred. In case of fixed price contracts, revenue is recognized over the life of the contract based on milestones achieved as specified in the contracts 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 is recognized proportionately over the period of contract. Revenue from third party software products and hardware sale is recognized upon delivery.

2011- 12

` in crores % of Income Particulars

2010- 11

in crores` % of Income

% ofVariance

INCOME

Income from Services 562.52 84.18% 422.50 83.71% 33.14%

Sale of Products 81.48 12.19% 70.66 14.00% 15.31%

Other Income 24.26 3.63% 11.58 2.29% 109.50%

Total Income 668.26 100.00% 504.74 100.00% 32.40%

EXPENDITURE

Cost of Traded Products 64.70 9.68% 56.41 11.18% 14.70%

Consultancy fees, Softwares and others 54.47 8.15% 47.06 9.32% 15.75%

Employee Benefit Expenses 298.75 44.71% 222.02 43.99% 34.56%

Other Expenses 51.16 7.66% 35.69 7.07% 43.35%

Total Expenditure 469.08 70.19% 361.18 71.56% 29.87%

Profit before Finance Charges, Depreciation & Taxes 199.18 29.81% 143.56 28.44% 38.74%

Finance Cost 1.54 0.23% 1.69 0.33% -8.88%

Depreciation and amortization expenses 21.16 3.17% 14.76 2.92% 43.36%

Profit before Taxes 176.48 26.41% 127.11 25.19% 38.84%

Provision for taxes (including deferred tax) 45.77 6.85% 30.06 5.96% 52.26%

Net Profit from Operations after taxes 130.71 19.56% 97.05 19.23% 34.68%

26

Eighteenth Annual Report 2011-12

Tata Technologies Limited

The Company’s (Unconsolidated) revenues increased to Rs. 644 crore in fiscal 2012, from Rs. 493.16 crore in fiscal 2011, a growth of 30.59%. Revenues from services increased to Rs. 562.52 crore in fiscal 2012 from Rs. 422.50 crore in fiscal 2011, a growth of 33.14%. Revenues from sale of products increased to Rs. 81.48 crore in fiscal 2012 from Rs. 70.66 crore in fiscal 2011, an increase in revenue of 15.31%.

Other IncomeOther Income in fiscal 2012 increased to Rs. 24.26 crore from Rs. 11.58 crore in fiscal 2011, a growth of 109.50%. Other Income comprises interest received on inter corporate deposits and deposits with banks, dividends received on investments in units of mutual funds and foreign currency gains(net). Details of major portion of other income are as under:

a) Interest Income on inter corporate deposits, deposits with the banks and interest income from long term deposits with financial institutions in fiscal 2012 was Rs. 6.66 crore as compared to interest income of Rs. 9.38 crore in fiscal 2011.

b) Dividend income from investments in units of mutual funds in fiscal 2012 was Rs. 16.47 crore as compared to Rs. 1.15 crore in fiscal 2011, a growth of 1332.17%.

c) Foreign currency gain (net) in fiscal 2012 was Rs. 0.90 crore as compared to foreign currency gain (net) of Rs. 0.83 crore in fiscal 2011.

Cost of Traded Products Cost of Traded Products represents cost of products traded during the year under reference. Total cost of traded products in fiscal 2012 was Rs. 64.70 crore, an increase of 14.70% over the costs of Rs. 56.41 crore in fiscal 2011. This increase is attributable to overall increase in income from the sale of products. As mentioned earlier, revenues from sale of products increased to Rs. 81.48 crore in fiscal 2012 from Rs. 70.66 crore in fiscal 2011, an increase of 15.31%.

Consultancy Fees, Softwares and OthersConsultancy fees represents outsourcing charges paid to the third parties towards various jobs outsourced/services received. The cost of softwares represents the purchase cost of softwares for internal use for enhancing the quality of services and also meeting the needs of the customers. Total consultancy fees, softwares and others in fiscal 2012 was Rs. 54.47 crore, an increase of 15.75% over the total consultancy fees, softwares and other cost of Rs. 47.06 crore in fiscal 2011. Total consultancy fees, softwares and others as a percentage of total income was 8.15% in fiscal 2012 (9.32% in fiscal 2011). This decrease is attributable to effective deployment of contractual professionals and software licenses.

Employee Benefit Expenses Employee Benefit Expenses consist of compensation of employees. It includes salaries which have fixed and variable components, contribution to provident fund, superannuation fund and gratuity fund. It also includes expenses incurred on staff welfare. Total employee benefit expenses in fiscal 2012 was Rs. 298.75 crore, an increase of 34.56% over the total employee costs of Rs. 222.02 crore in fiscal 2011. Total employee costs as a percentage of total income was 44.71% in fiscal 2012 (43.99% in fiscal 2011). This increase is attributable to increase in cost per employee. The number of employees as at March 31, 2012 was 3,837 as against 3,172 during the previous year.

Other ExpensesOther Expenses (other than cost of traded products, consultancy fees, softwares and others and employee benefit expenses, already discussed above) incurred to conduct the Company’s operations have gone up from Rs. 35.69 crore in fiscal 2011 to Rs. 51.16 crore in fiscal 2012. In terms of total income, it has gone up from 7.07% in fiscal 2011 to 7.66% in fiscal 2012. The increase is primarily due to increase of traveling and conveyance and AMC charges. Traveling and conveyance and AMC charges increased from Rs. 14.82 crore in fiscal 2011 to Rs. 23.83 crore in fiscal 2012.

Profit before Finance Charges, Depreciation and amortization and TaxesThe profit before finance charges, depreciation and amortization and taxes in fiscal 2012 was Rs. 199.18 crore, an increase of 38.74% from Rs. 143.56 crore in fiscal 2011. The profit as a percentage of income has gone up from 28.44% in fiscal 2011 to 29.81% in fiscal 2012.

Finance CostFinance cost decreased marginally from Rs. 1.69 crore in fiscal 2011 to Rs. 1.54 crore in fiscal 2012. This was due to reduction of interest and other charges paid on PCFC loans (foreign currency loan) taken from banks.

Depreciation and AmortizationDepreciation and Amortization charges increased from Rs. 14.76 crore in fiscal 2011 to Rs. 21.16 crore in fiscal 2012 an increase of 43.36%. In terms of total income the depreciation and amortization charge was 3.17% of total income in fiscal 2012 (2.92% in fiscal 2011). The said amount has gone up due to commencement of SEZ

EXPENDITURE

27

operations and purchase of fixed assets for other than SEZ operations during the year under consideration.Profit before TaxesThe Profit before Taxes in fiscal 2012 was Rs. 176.48 crore, an increase of 38.84% from Rs. 127.11 crore in fiscal 2011. In terms of total income, the Profit before Taxes has gone up from 25.18% fiscal 2011 to 26.41%% in fiscal 2012.

Provision for TaxationIncome tax expense comprises the current tax and the net change in the deferred tax assets and liabilities in the applicable fiscal period. The Company benefits in India from certain tax incentives under section 10AA of the Income Tax Act, 1961, for the IT services exported from designated ‘Special Economic Zone Unit”. The tax expense increased from Rs. 30.06 crore in fiscal 2011 to Rs. 45.77 crore in fiscal 2012. This represented 6.85% of the total income in fiscal 2012 (5.95% of the total income in fiscal 2011). The effective tax rate (total tax expenses including deferred tax/profit before tax*100) in fiscal 2012 increased to 25.93% from 23.65% in fiscal 2011. The said increase was primarily due to expiry of tax holiday of STPI Units of the Company.

Net Profit from operations after taxesThe Company’s net profit from operations after taxes registered a growth of 34.68% from Rs. 97.05 crore in fiscal 2011 to Rs. 130.71 crore in fiscal 2012.

Share Capital

FINANCIAL POSITION - Tata Technologies Ltd. (UNCONSOLIDATED)

(Amount in ` Crore)

During the year, the Company did not increase authorized capital of ordinary shares and Cumulative Non Participative Compulsory Convertible Preference Shares. The authorized equity share capital as on March 31, 2012 was Rs. 60 crore, divided into 6 crore equity shares of Rs. 10 each (Rs. 60 crore as at March 31, 2011, divided into 6 crore equity shares of Rs. 10 each). The issued, subscribed and paid-up share capital as on March 31, 2012 was Rs. 42.97 crore. During the year, the Company issued equity shares to employees(under ESOP Scheme 2001) and Private Equity investors. Consequently, the issued, subscribed and paid up capital of the Company increased by Rs. 5.65 crore in fiscal 2012. Details of options granted, outstanding and vested as at March2012 are provided in this Annual Report.

Reserves and Surplus

A summary of reserves and surplus is as under:

(Amount in ` Crore)

As at Mar 31, 2012 As at Mar 31, 2011Particulars

Authorized :60,000,000 ordinary shares of Rs. 10/- each 60.00 60.00 (P.Y. 60,000,000 ordinary shares of Rs. 10/- each)700,000 0.01% Cumulative Non-participative Compulsorily convertible Preference Shares of Rs. 10/- each. 0.70 0.70 (P.Y. 700,000 0.01% Cumulative Non-participative Compulsorilyconvertible Preference Shares of Rs. 10/- each)Total 60.70 60.70

Issued, Subscribed and Paid-up : 42.97 37.32 42,970,138 equity shares of Rs. 10/- each (P.Y. 37,315,255 equity shares of Rs. 10/- each)Total 42.97 37.32

As at Mar 31, 2012 As at Mar 31, 2011Particulars

Securities Premium Account 350.02 216.37

Securities Premium identified for Consolidation adjustments 23.16 23.91

General Reserves 48.65 34.65

Surplus i.e. balance in statement of Profit and Loss Account 166.73 128.62

Total 588.56 403.55

28

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Securities Premium Account as on March 31, 2011 stood at Rs. 216.37 crore. As on March 31, 2012 the balance in this account stood at Rs. 350.02 crore. The additions (net ) to the share premium account of Rs. 133.65 crore during the year is primarily on account of premium received on issue of equity shares to private equity investors and on exercise of options under ESOP Scheme.

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 High Court of Judicature at Mumbai vide its 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 doubtful debts) incurred by the Company and its subsidiary companies. The amounts relating to the Company amounting to Rs. 17.31 crore had been adjusted to the Securities Premium Account. An amount of Rs. 29.34 crore equivalent to the total amount of adjustments relating to the subsidiaries had been identified and segregated from the balance in the Securities Premium Account for adjustment on consolidation. Of this total adjustment made, Rs. 1.58 crore and Rs. 16.58 crore related to provision for doubtful debts of the Company and its subsidiary companies respectively on account of change in accounting with regard to provision for doubtful debts.

During the year ended March 31, 2012, the Company and its subsidiary companies have received amounts aggregating to Rs. 0.01 crore (Rs. 1.47 crore for the year ended March 31, 2011) and Rs. 0.75 crore (Rs. 5.43 crore for the year ended March 31, 2011) respectively against the balances for which the provision were made on account of change in accounting policy. Consequently, such excess provisions for doubtful debts on account of the said collections have been written back to the securities premium account and shown under additions during the year.

Shareholders’ fundsThe total shareholder funds increased to Rs. 631.53 crore as at March 31, 2012 from Rs. 440.87 crore as of the previous year end. The basic earnings per share increased to Rs. 30.91 as at March 31, 2012 compared to Rs. 26.04 as of the previous year end.

Non-Current Liabilities A summary of Non-Current Liabilities is as under:

Securities Premium Account

(Amount in ` Crore)

All liabilities other than the current liabilities are classified as non-current liabilities. Long term borrowings include vehicle loans from banks/others and long term maturity of finance lease obligations. Long term borrowings decreased to Rs. 0.62 crore as at March 31, 2012 as compared to Rs. 0.84 crore as at March 31, 2011.The decrease was primarily due to repayment of vehicle loans taken from banks/others. Vehicle loans were Rs. 0.41 crore as at March 31, 2012 (Rs. 0.56 crore at March31, 2011).

As at Mar 31, 2012 As at Mar 31, 2011Particulars

As at the beginning of the year 216.37 208.97

Additions during the year 136.38 0.50

Adjustments during the year (2.73) 6.90

Total 350.02 216.37

(Amount in ` Crore)

As at Mar 31, 2012 As at Mar 31, 2011Particulars

Long-term Borrowings 0.62 0.84

Deferred Tax Liabilities (Net) 3.75 -

Trade Payables 0.35 -

Long-term Provisions 7.08 6.17

Income tax liabilities (Net) 0.24 0.93

Total 12.04 7.94

29

Deferred Tax Liabilities (Net)Note 6 brings out details of component wise deferred tax balances where the net value result into liability. As can be seen from Note 6, deferred tax liability (net) was created against depreciation. The deferred tax liability (net) was Rs. 3.75 crore as at March 31, 2012. (Rs. Nil as at March 31, 2011).

Trade Payables Trade payables are dues in respect of goods purchased or services received (including from employees, professionals and others under contract) in the normal course of business. Trade Payable shown under noncurrent liabilities represents amount payable towards retention bonus to certain employees. Trade payables were Rs. 0.35 crore as at March 31, 2012 (Rs. Nil as at March 31, 2011).

Long Term ProvisionsLong term provisions represents provisions made towards certain non-funded employee benefits such as Bhavishya Kalyan Yojana, medicare, leave encashment etc. Provision for employee benefits has been made based on an independent actuarial valuation as on the balance sheet date. Long term provisions were Rs. 7.08 crore as at March 31, 2012 (Rs. 6.17 crore as at March 31, 2011).

Income Tax Liabilities Income tax liabilities (net) represent estimated income tax liabilities. The provision for tax liabilities (net of advance tax) was Rs. 0.24 crore as at March 31, 2012 (Rs. 0.93 crore as at March 31, 2011).

Current Liabilities A summary of current liabilities is as under:

(Amount in ` Crore)

A liability is classified as Current when any of the following is satisfieda) It is expected to be settled in the Company’s normal operating cycleb) It is held primarily for the purpose of being traded c) It is due to be settled within twelve months after the reporting date or d) The Company does not have an un conditional right to defer settlement of the liability for at least twelve

months after the reporting date As reported elsewhere in this discussion, all other liabilities are classified as non-current liabilities.

Short Term Borrowings from banksShort term borrowings represent unsecured pre shipment and post shipments loans taken from a bank. The Company has not provided any security towards the said loans. Short term borrowings were Rs. 55.96 crore as at March 31, 2012 (Rs. 48.45 crore at March 31, 2011).

Trade PayableTrade payables are dues in respect of goods purchased or services received (including from employees, professionals and others under contract) in the normal course of business. Trade Payables were Rs. 91.91 crore as at March 31, 2012 (Rs. 79.02 crore as at March 31, 2011). Trade payable has gone up due to amount payable to employees on account of performance pay and interest subsidy.

Other Current Liabilities Other current liabilities as at March 31, 2012 aggregated Rs. 8.46 crore (Rs. 6.92 crore as at March 31, 2011). Major portion of other current liabilities represents dues payable to statutory authorities and advance received from the customers. Rs. 7.30 crore was outstanding as at March 31, 2012 on account of statutory dues and advance received from customers (Rs. 6.03 crore as at March 31, 2011).

Short Term ProvisionsShort term provisions represents provisions made towards employee benefits (current portion), provision for proposed dividend and dividend tax on proposed dividend. Current portion of provision for employee benefits

As at Mar 31, 2012 As at Mar 31, 2011Particulars

Short-term Borrowings from Banks (Unsecured) 55.96 48.45

Trade Payables 91.91 79.02

Other Current Liabilities 8.46 6.92

Short-term Provisions 35.72 22.76

Total 192.05 157.15

30

Eighteenth Annual Report 2011-12

Tata Technologies Limited

has been made based on an independent actuarial valuation as on the balance sheet date. Short term provisions as at March 31, 2012 aggregated Rs. 35.72 crore (Rs. 22.76 crore as at March 31,2011 ).

Fixed AssetsDetails of fixed assets are as under:

(Amount in ` Crore)

A statement of movement in tangible fixed asset is as follows:

As at Mar 31, 2012 % of Change

(Amount in ` Crore)

As atMar 31, 2011 Particulars

During the year, the Company added Rs. 23.51 crore to the gross block of tangible assets comprising Rs. 0.04 crore buildings, Rs. 1.57 crore plant & machinery and equipments-owned, Rs. 0.08 crore plant & machinery and equipments-leased,Rs. 0.82 crore office equipments Rs. 14.35 crore computers, Rs. 1.16 crore furniture and fixtures, Rs. 0.94 crore vehicles Rs. 4.55 crore, leasehold improvements. During the previous year, the Company added Rs. 10.65 crore to gross block assets of the Company. The major portions of additions during the year were on account of commencement of an Unit in Special Economic Zone (Blue Ridge Unit).

During the year, the Company deducted Rs. 3.69 crore from the gross block of assets comprising Rs. 0.01 crore of plant & machinery and equipments-owned,Rs. 0.01 crore office equipments, Rs. 3.10 computers, Rs. 0.02 furniture and fixtures, Rs. 0.55 vehicles. During the previous year, the Company retired/ transferred various assets with gross block of Rs. 4.21 crore. The Company has a capital commitment of Rs. 4.58 crore as at March 31, 2012 as compared to Rs. 6.42 crore as at March 31, 2011 towards tangible assets.

Intangible assets represents software licenses (other than internally generated). During the year, the Company added Rs. 21.45 crore to the gross block of intangible assets (software licenses) During the previous year, the Company added Rs. 6.21 crore to gross block assets of the Company. The major portions of additions during fiscal 2012 were on account of commencement of an Unit in Special Economic Zone (Blue Ridge Unit). The Company has a capital commitment of Rs. 3.31 crore as at March 31, 2012 as compared to Rs. 10.42 crore as at March 31, 2011 towards intangible assets.

Capital work in progress comprises of the cost of tangible fixed assets that are not ready for their intended use at the reporting date. The major portion of capital work in progress represents assets procured for office at Thane, Mumbai. The business operations from Thane office will commence in fiscal 2013 and therefore the Company

As at Mar 31, 2012 As at Mar 31, 2011Particulars

Tangible Assets 61.01 46.30

Intangible Assets 33.26 24.28

Capital Work-in-progress 1.54 1.32

Intangible Assets in progress 3.49 -

Total 99.30 71.90

Leasehold Land 4.09 4.09 0.00%

Buildings 22.79 22.75 0.18%

Plant & Machinery- owned 16.37 14.81 10.53%

Plant & Machinery -leased 0.43 0.35 22.86%

Office Equipments 2.80 1.99 40.70%

Computers 50.27 39.02 28.83%

Furniture & Fixtures 7.48 6.34 17.98%

Vehicles 2.80 2.41 16.18%

Leasehold improvements 4.55 -

Total 111.58 91.76 21.60%

Less: Accumulated Depreciation 50.57 45.46 11.24%

Net Block 61.01 46.30 31.77%

31

will capitalise the said cost in fiscal 2013. Capital work in progress 2012 aggregated Rs. 1.54 crore (Rs. 1.32 crore as at March 31, 2011).

Intangible assets in progress represent costs incurred towards purchase of SAP licenses and cost incurred towards implementation of the same. No such cost was incurred in the previous year. Intangible assets in progress as at March 31, 2012 aggregated Rs. 3.49 crore (Rs. Nil as at March 31, 2011).

as at March 31,

(Amount in ` Crore)

Other Non-Current Assets A summary of other non-current assets is as under:

Non-Current InvestmentsA summary of the Company’s non-current investments is given below:

(Amount in ` Crore)

The trade investment is an investment made by the company in shares of another company to promote the trade or business of the company. Other investments represent other than trade investments. Investments are either classified as current or non-current based on the holding period of investments as on the Balance Sheet date. Investments which are expected to be realised within a period of 12 months from the Balance Sheet date are classified as current investments. Other investments (which are to be realised after 12 months) are classified as non-current. As can be seen from the above table, during the year, the Company did not make any further investment in its subsidiary companies and Joint Venture Company. During the year, the Company invested in bonds and units of mutual funds. These are typically investments in long -term funds to gainfully use the excess cash balance with the Company. Investments in bonds and in mutual funds aggregated Rs. 43crore as on March 31, 2012 (Rs. Nil crore as on March 31, 2011).

As at Mar 31, 2012 As at Mar 31, 2011Particulars

Non-current Investments 266.23 223.23

Deferred tax Assets (Net) - 2.18

Long-term loans and advances 4.45 1.01

Income tax assets (Net) 16.05 23.79

Total 286.73 250.21

As at Mar 31, 2012 As at Mar 31, 2011Particulars

(A) Trade Investments

Investments in Equity instruments (Unquoted at cost)

i) Subsidiaries

(a) Tata Technologies Inc. 15.57 15.57

(b) Tata Technologies Pte Ltd 203.34 203.34

ii) Joint Venture Company

Tata HAL Technologies Ltd 4.32 3.07

Share Application Money paid to Tata HAL Technologies Ltd - 1.25

(B) Other than trade Investments (Quoted)

i) Investments in Bonds 5.00 -

ii) Investments in Units of Mutual Funds 38.00 -

Total (A+B) 266.23 223.23

32

Eighteenth Annual Report 2011-12

Tata Technologies Limited

(Amount in ` Crore)

As can be seen from the above table, long term loans and advances have gone up from 1.01 crore in fiscal 2011 to Rs. 4.45 crore in fiscal 2012 due to increase of security deposits and loans to others. Security deposits have gone up from Rs. 0.37 crore in fiscal 2011 to Rs. 1.49 crore in fiscal 2012 due to new deposits given towards offices at Pune (SEZ), Thane (new office) and Bangalore (new office). Loans to others represents loan given to ESOP Trust. No such loan was given in the previous year.

Income Tax Assets (net) Income Tax Assets (net) were Rs. 16.05 crore as at March 31, 2012 (Rs. 23.79 crore as at March 31, 2011). Income tax assets (net) have come down as compared to the previous year due to receipt of income tax refund from the income tax department during the year under reference .

Current assets:A summary of the Company’s current assets given below:

Long Term Loans and Advances:A summary of the Company’s long term loans and advances is given below:

As at Mar 31, 2012 As at Mar 31, 2011Particulars

(Amount in ` Crore)

Current Investments 147.07 96.09

Trade Receivables 91.31 62.22

Cash and Bank Balances 114.96 110.88

Other Current Assets 47.08 7.52

Short-term loans and advances 49.17 7.14

Total 449.59 283.85

Current Investments During the year, the Company invested in units of mutual funds. These are typically investments in short -term funds to gainfully use the excess cash balance with the Company. Current Investments as at March 31, 2012 aggregated to Rs. 147.07 crore ( Rs. 96.09 crore as at March 31, 2011).

Trade ReceivablesTrade receivables are dues in respect of goods sold or services rendered in the normal course of business. A trade receivable is treated as current, if it is likely to be realized within twelve months from the date of Balance Sheet or operating cycle of the business. Trade Receivables as on March 31, 2012 aggregated Rs. 91.31 crore (net of provision for doubtful debts)(Rs. 62.22 crore as on March 31, 2011). Amount debited to Profit and Loss Account on account of provision for bad and doubtful debts in fiscal 2012 was Rs. 0.10 crore (Rs. 1.51 crore in fiscal 2011). The Company provides provision for doubtful debts as a percentage of the outstanding debts based on ageing. The amounts considered as bad debts and provision for doubtful (debited to profit and loss account) as a percentage of total income was 0.01% in fiscal 2012 (0.29% in fiscal 2011).

As at Mar 31, 2012 As at Mar 31, 2011Particulars

Financial assets

Security Deposits 1.49 0.37

Loans to employees 0.17 0.22

Loans to Others 2.22 -

Sub Total 3.88 0.59

Non Financial assets

Capital Advances 0.19 0.03

Deposits with Government and others 0.38 0.39

Sub Total 0.57 0.42

Grand Total 4.45 1.01

33

Cash and Bank BalancesCash and bank balances include cash and cash equivalents and other bank balances. The Company’s Cash and Bank balances as on March 31, 2012 were Rs. 114.96 crore (Rs. 110.88 crore as on March 31, 2011). The cash and cash equivalents aggregated Rs. 113.93 crore as on March 31, 2012 (Rs. 110.02 crore as on March 31, 2011). Other bank balances as at March 31, 2012 aggregated to Rs. 1.03 crore (Rs. 0.86 crore as at March 31, 2011).

Other Current assets A summary of other current assets of the Company is given below:

As at Mar 31, 2012 As at Mar 31, 2011Particulars

(Amount in ` Crore)

As can be seen from the above information, other current assets as on March 31, 2012 were Rs. 47.08 crore (Rs. 7.52 crore as on March 31, 2011). The said amount has gone up as compared to the previous year primarily due to increase in balance in bills of exchange. Bills of exchange as at March 31, 2012 were Rs. 36.59 crore (Rs. Nil as at March 31, 2011).

Short term loans and advances A summary of short term loans and advances of the Company is given below.

Financials assets

Interest Accrued on deposits and investments 1.71 0.58

Bills of Exchange 36.59 -

Unbilled Revenue - 1.53

Sub Total 38.30 2.11

Non Financials assets

Advances to suppliers and contractors 5.07 2.44

VAT, other taxes recoverable, statutory deposits 1.31 2.14

Prepaid expenses 1.74 0.83

Unamortized Premium on forward contract 0.66 -

Sub Total 8.78 5.41

Grand Total 47.08 7.52

As at Mar 31, 2012 As at Mar 31, 2011Particulars

(Amount in ` Crore)

Unsecured (Considered Good)

Financials

Deposit with Financial Companies 10.00 -

Inter Corporate Deposits 30.00 -

Loans and advances to related parties 7.45 5.86

Security Deposits 0.05 0.01

Loans and Advances employees 1.68 1.30

Less : Allowances for doubtful loans and advances (0.04) (0.04)

Sub Total 49.14 7.13

Non Financials

Deposits with Government and others 0.03 0.01

Sub Total 0.03 0.01

Grand Total 49.17 7.14

As can be seen from the above information, short term loans and advances as on March 31, 2012 were Rs. 49.17 crore (Rs. 7.14 crore as on March 31, 2011). Short term loans and advances have gone up primarily due to deposits placed with financial companies and inter corporates. Deposits with financial companies as at March 31, 2012 was Rs. 10 crore (Rs. Nil as at March 31, 2011) and Inter corporate deposits as at March 31, 2012 were Rs. 30 crore (Rs. Nil as at March 31, 2011).

34

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Cash Flow - Tata Technologies Ltd. (Unconsolidated)

Cash Flow from Operating Activities

As can be seen from the above table, in fiscal 2012, the Company generated net cash of Rs. 87.09 crore (Rs. 107.11 crore in fiscal 2011) from operating activities. Apart from profit after taxes of Rs. 130.71 crore (Rs. 97.05 crore in fiscal 2011), the net cash generated includes adjustments for non-cash items like depreciation of Rs. 21.16 crore (Rs. 14.76 crore in fiscal 2011).

As can be seen from the above information, in fiscal 2012, the Company used in Rs. 162.29 crore on investment activities (Rs. 10.49 crore generated in fiscal 2011).

Cash Flow from Financing Activities

(Amount in `Crore)

2011-12 2010-11 Particulars Change

Cash Flow from Investing Activities

(Amount in ` Crore)

(Amount in ` Crore)

Net Profit after Taxation 130.71 97.05 33.66 Depreciation and amortization 21.16 14.76 6.40 Provision for Income Tax 39.83 38.00 1.83 Provision for Deferred Tax 5.94 (3.82) 9.76 Dividend Income on Investment in mutual funds (16.47) (1.15) (15.32)Interest Income (6.66) (9.38) 2.72 Finance Costs 1.54 1.69 (0.15)Unrealised exchange Loss / (Gain) 1.06 1.14 (0.08)Others (0.33) (1.69) 1.36 Operating profit before Working Capital Changes 176.78 136.60 40.18 Effect of working capital changes (56.82) (0.60) (56.22)Income Taxes paid (net) (32.87) (28.89) (3.98)Net cash flow generated from operating activities 87.09 107.11 (20.02)

2011-12 2010-11 Particulars Change

Dividend Received 16.47 1.15 15.32

Inter Corporate Deposits Placed (489.40) (271.00) (218.40)

Inter Corporate Deposits Refunded 459.40 326.00 133.40

Purchase of Mutual Fund (1,953.28) (367.83) (1,585.45)

Sale of Mutual funds 1,864.30 315.85 1,548.45

Payment for Purchase of Tangible and Intangible Fixed Assets (48.05) (7.70) (40.35)

Other Investing activities (11.73) 14.02 (25.75)

Net cash flow (used in)/generated from investing activities (162.29) 10.49 (172.78)

2011-12 2010-11 Particulars Change

Proceeds from issue of shares including Premium 141.27 0.57 140.70

Interest Paid (1.53) (1.68) 0.15

Dividends Paid (including Dividend Tax) (65.72) (60.54) (5.18)

Proceeds from Short Term borrowings 102.34 84.58 17.76

Repayment of Short Term borrowings (97.64) (73.97) (23.67)

Proceeds from Long Term borrowing 0.37 1.31 (0.94)

Repayment of Long Term borrowings (0.47) (0.48) 0.01

Net cash flow (used in)/generated from financing activities 78.62 (50.21) 128.83

35

As can be seen from the above information, in fiscal 2012, the Company generated Rs. 78.62 crore on financing activities (Rs. 50.21 crore used in fiscal 2011).

Cash Position

Cash and cash equivalents as on March 31, 2012 amounted to Rs. 381.62 crore (Rs. 206.97 crore as at March 31, 2011). Cash and cash equivalents include investments in mutual funds, inter corporate deposits and bonds, bills of exchange and deposits with financial Companies.

The Management Discussion and Analysis below relates to the consolidated financial statements of the Company (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 the Consolidated Accounts of the Company for the year ended March 31, 2012.

Tata Technologies Ltd. (CONSOLIDATED)

INCOME

Income from OperationsThe Company’s revenue increased in fiscal 2012 to Rs. 1,642.61 crore from Rs. 1,255.83 crore in fiscal 2011, registering a growth of 30.80%. Services revenue was 71.79% of total income (69.54% in fiscal 2011) and increased by 35.71% from Rs. 881.86 crore in fiscal 2011 to Rs. 1,196.78 crore in fiscal 2012. Consolidated revenues from sale of products increased by 19.22% from Rs. 373.97 crore in fiscal 2011 to Rs. 445.83 crore in fiscal 2012.

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

Geography 2011-12 % ofRevenue

2010-11 % ofRevenue

India 489.21 29.78% 387.83 30.88%USA 549.24 33.44% 460.1 36.64%UK 457.22 27.84% 279 22.22%Rest of Europe 127.96 7.79% 112.7 8.97%Rest of the World 18.98 1.15% 16.2 1.29%Total 1,642.61 100.00% 1,255.83 100.00%

(Amount in ` Crore)

2011- 12

` in crore % of Income Particulars

2010- 11

in crore` % of Income

% ofVariance

INCOMEIncome from Services 1,196.78 71.79% 881.86 69.54% 35.71%Sale of Products 445.83 26.75% 373.97 29.49% 19.22%Revenue from Operations 1,642.61 98.54% 1,255.83 99.04% 30.80%Other Income 24.34 1.46% 12.22 0.96% 99.18%Total Income 1,666.95 100.00% 1,268.05 100.00% 31.46%

EXPENDITURECost of Traded Products 315.52 18.93% 266.27 21.00% 18.50%Consultancy fees, Softwares and others 223.75 13.42% 151.02 11.91% 48.16%Employee Benefit Expenses 699.66 41.97% 546.87 43.13% 27.94%Other Expenses 122.77 7.36% 97.74 7.71% 25.61%Total Expenditure 1,361.70 81.69% 1,061.90 83.75% 28.23%

Profit before Finance Charges, Depreciation and Taxes 305.25 18.31% 206.15 16.25% 48.07%Finance Cost 7.23 0.43% 7.37 0.58% -1.90%Depreciation and amortization 26.19 1.57% 18.87 1.49% 38.79%Profit before Taxes 271.83 16.31% 179.91 14.18% 51.09%Provision for taxes (including deferred tax) 63.46 3.81% 40.89 3.22% 55.20%Net Profit from Operations after taxes 208.37 12.50% 139.02 10.96% 49.88%

36

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Other IncomeConsolidated ‘Other Income’ in fiscal 2012 increased to Rs. 24.34 crore from Rs. 12.22 crore in fiscal 2011. In terms of total income, ‘Other Income’ has gone up from 0.96% in fiscal 2011 to 1.46% in fiscal 2012.Other income has gone up due to increase of dividend income from Rs. 1.15 crore in fiscal 2011 to 16.47 crore in fiscal 2012.

Employee Benefit Expenses The consolidated total employee benefit expenses for fiscal 2012 was Rs. 699.66 crore, an increase of 27.94% over Rs. 546.87 crore in fiscal 2011. Employee costs as a percentage of total income was 41.97% in fiscal 2012 (43.13% in fiscal 2011). This decrease is attributable to effective utilization of man power and reduction of cost per employee. The number of employees as at March 31, 2012 was 4,826 (4,076 as at March 31, 2011).

Other expensesOther Expenses increased from Rs. 97.74 crore in fiscal 2011 to Rs. 122.77 crore in fiscal 2012. The increase is primarily due to increase of Rent from Rs. 9.69 crore in fiscal 2011 to Rs. 12.85 crore in fiscal 2012, Travel and conveyance cost from Rs. 35.47 crore in fiscal 2011 to Rs. 42.01 crore in fiscal 2012, AMC charges from Rs. 3.32 crore in fiscal 2011 to Rs. 8.59 crore in fiscal 2012 and communication expenses from Rs. 9.90 crore in fiscal 2011 to Rs. 12.13 crore in fiscal 2012.In terms of total income, operating expenses reduced from 7.71% in fiscal 2011 to 7.36% in fiscal 2012 due to various cost effective measures taken by the Company.

Profit before Finance cost, Depreciation and amortization and TaxesThe profit before finance cost , depreciation and amortization, taxes (PBDIT) in fiscal 2012 was Rs. 305.25 crore, an increase of 48.07% from Rs. 206.15 crore in fiscal 2011. The profit as a percentage of total income was 18.31% in fiscal 2012 (16.25% in fiscal 2011). The increase in the PBDIT as a percentage of total income in fiscal 2012 is attributable to increase in offshore revenues and reduction in operating cost, particularly employee costs and other expenses.

Finance CostFinance cost reduced from Rs. 7.37 crore in fiscal 2011 to Rs. 7.23 crore in fiscal 2012. This was due to effective management of working capital. In terms of percentage of total income, finance cost has come down from 0.58% in fiscal 2011 to 0.43% in fiscal 2012.

Depreciation and amortizationDepreciation and amortization charge increased from Rs. 18.87 crore in fiscal 2011 to Rs. 26.19 crore in fiscal 2012, an increase of 38.79%. The increase is attributable to commencement of business operations in SEZ Unit. In terms of total income the depreciation and amortization charge was 1.57% in fiscal 2012 and 1.49% in fiscal 2011.

Profit before TaxesThe Profit before Taxes in fiscal 2012 was Rs. 271.83 crore, an increase of 51.09% from Rs. 179.91 crore in fiscal 2011. In terms of total income the profit went up from 14.18% in fiscal 2011 to 16.31% in fiscal 2012. The increase in profit before tax can be attributed to margin expansion of PBDIT of 213 basis points.

Provision for TaxationIncome tax expense comprises tax on income from operations in India and foreign tax jurisdictions. Income tax payable in India is determined in accordance with the provisions of the Income Tax Act, 1961. Tax expenses relating to overseas operations are determined in accordance with tax laws applicable in countries where such operations are carried out. The Company’s consolidated tax expense in fiscal 2012 increased to Rs. 63.46 crore from Rs. 40.89 crore in fiscal 2011. This represented 3.81% of the total income in fiscal 2012 (3.22 % in fiscal2011). The effective tax rate (total tax expenses including deferred tax/profit before tax*100) in fiscal 2012 increased to 23.35% from 22.73% in fiscal 2011. As mentioned elsewhere in this discussion, the effective tax rate has gone up due to expiry of tax holiday of STPI Units of the Company.

Net Profit after taxes from operationsThe Company’s net profit after taxes from operations (Consolidated) registered a growth of 49.88% from Rs. 139.02 crore in fiscal 2011 to Rs. 208.37 crore in fiscal 2012. Net profit margin on the total income went up from 10.96% in fiscal 2011 to12.50 % in fiscal 2012, an increase in net profit margin of 1.54%.

EXPENDITURE

37

FINANCIAL POSITION - Tata Technologies Ltd. (CONSOLIDATED)

Share Capital

(Amount in ` Crore)

As discussed elsewhere in this report, during the year, the Company did not increase authorized capital of ordinary shares and Cumulative Non Participative Compulsory Convertible Preference Shares. The authorized equity share capital as on March 31, 2012 was Rs. 60 crore, divided into 6 crore equity shares of Rs. 10 each (Rs. 60 crore as at March 31, 2011, divided into 6 crore equity shares of Rs. 10 each). The issued, subscribed and paid-up share capital as on March 31, 2012 was Rs. 42.97 crore (Rs. 37.32 crore as at March 31, 2011). During the year, the Company issued equity shares to employees (under ESOP Scheme)and private equity investors. Consequently, the issued, subscribed and paid up capital of the Company increased by Rs. 5.65 crore in fiscal 2012. Details of options granted, outstanding and vested as at March 2012 are provided in this Annual Report.

Reserves and SurplusA summary of reserves and surplus is given below:

ParticularsAs at

Mar 31, 2012

(Amount in ` Crore)

As atMar 31, 2011

Securities Premium Account 350.02 216.37 Capital Reserve 0.63 0.65 Translation Reserves 26.28 (17.73)General Reserves 48.83 34.83 Surplus i.e. balance in Profit and loss account 312.10 196.33 Total 737.86 430.45

Securities Premium Account as on March 31, 2012 stood at Rs. 350.02 crore. As on March 31, 2011 the balance in this account stood at Rs. 216.37 crore. The net additions to the securities premium account of Rs. 133.65 crore during the year is on account of premium received on issue of equity shares on exercise of options under ESOP Scheme, issuance of shares to private equity investors and amounts collected from the customers in respect of provisions made for doubtful debts in the previous year on account of change in accounting policy. Amount provided on account of change in accounting policy in the previous year was debited to securities premium account 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 High Court of Judicature at Mumbai vide its order dated April 16, 2010. During the year ended March 31, 2012, the Company and its subsidiary companies received amounts aggregating to Rs. 0.76 crore against the balances for which the provision were made on account of change in accounting policy in the previous year. Consequently, such excess provisions for doubtful debts on account of the said collections have been written back to the securities premium account.

Capital Reserve Account as on March 31, 2012 stood at Rs. 0.63 crore. As on March 31, 2011 the balance in this account stood at Rs. 0.65 crore, the said change represents exchange fluctuations. Details of the same have been provided in Note 4 of the Financial Statements.

Out of the profits in fiscal 2012, an amount of Rs. 14 crore (Rs. 10 crore in fiscal 2011) was transferred to General Reserves resulting in a closing balance of Rs. 48.83 crore as on March 31, 2012 (Rs. 34.83 crore as on March 31, 2011).

As at Mar 31, 2012 As at Mar 31, 2011Particulars

Authorized :60,000,000 ordinary shares of Rs. 10/- each 60.00 60.00 (P.Y. 60,000,000 ordinary shares of Rs. 10/- each)700,000 0.01% Cumulative Non-participative Compulsorily convertible Preference Shares of Rs. 10/- each. 0.70 0.70 (P.Y. 700,000 0.01% Cumulative Non-participative Compulsorilyconvertible Preference Shares of Rs. 10/- each)Total 60.70 60.70 Issued, Subscribed and Paid-up : 42.97 37.32 42,970,138 equity shares of Rs. 10/- each (P.Y. 37,315,255 equity shares of Rs. 10/- each)Total 42.97 37.32

38

Eighteenth Annual Report 2011-12

Tata Technologies Limited

The balance in the Profit and Loss Account as on March 31, 2012 stood at Rs. 312.10 crore (Rs. 196.33 crore as on March 31, 2011), after providing interim and final dividend of Rs. 67.63 crore and dividend tax of Rs. 10.97 crore thereon. The total amount of profits appropriated to dividends including dividend tax was Rs 78.60 crore as compared to Rs. 52.08 crore in the previous year.

For the purpose of consolidation, the financial statements of foreign subsidiaries have been translated into 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. All assets and liabilities are translated at the closing rate as on the balance sheet date. The resulting exchange differences on account of translation at the year end are transferred to translation reserve. As a result, Translation Reserve Account as on March 31, 2012 stood at Rs. 26.28 crore. As on March 31, 2011 the balance in this account stood at Rs 17.73 crore.

ParticularsAs at

Mar 31, 2012

(Amount in ` Crore)

As atMar 31, 2011

Long-term Borrowings 0.62 226.30 Deferred Tax Liabilities (Net) 3.75 - Trade Payables 0.35 - Long-term Provisions 7.76 6.17 Income tax liabilities (Net) 0.24 4.83 Total 12.72 237.30

Non-Current Liabilities A summary of Non-Current Liabilities is given below:

As mentioned elsewhere in this discussion, all liabilities other than current liabilities have been classified as non-current liabilities. Long term borrowings as at March 31, 2012 were Rs. 0.62 crore (Rs. 226.3 crore as at March 31, 2011). The acquisition loan amounting to USD 50Mn (Rs. 222.92 crore) was classified as non-currentliability based on due date for repayments in the previous year. During the year the said loan was classified as current liability and therefore primarily on account of the same, long term borrowings have come down as compared to the previous year.

Deferred Tax Liabilities (Net)As stated in Note 6 of the financial statements, deferred tax assets and liabilities are offset, tax jurisdiction wise. Note 6 brings out details of component wise deferred tax balances where the net value result into liability or asset, jurisdiction wise. The deferred tax liability (net) was Rs. 3.75 crore as at March 31, 2012. (Rs. Nil as at March 31, 2011).

Trade Payables Trade payables are dues in respect of goods purchased or services received (including from employees, professionals and others under contract) in the normal course of business. Trade Payable shown under noncurrent liabilities represents amount payable towards retention bonus to certain employees. Trade payables were Rs. 0.35 crore as at March 31, 2012 (Rs. Nil as at March 31, 2011).

Long Term ProvisionsLong term provisions primarily represent provisions made towards certain employee benefits-(non- funded) such as Bhavishya Kalyan Yojana, medicare, leave encashment etc. Long term provisions as at March 31, 2012 were Rs. 7.76 crore (Rs. 6.17 crore as at March 31, 2011).

Income Tax Liabilities (net)Income Tax liabilities represent estimated income tax liabilities. The income tax liabilities (net of advance tax) as at March 31, 2012 were Rs. 0.24 crore (Rs .4.83 as at March 31, 2011).

39

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Particulars As atMar 31, 2012

(Amount in ` Crore)

As atMar 31, 2011

Short-term Borrowings from Banks 81.40 73.41 Trade Payables 241.10 177.94 Other Current Liabilities 336.49 59.38 Short-term Provisions 37.92 25.86 Income Tax Liabilities (Net) 13.61 - Total 710.52 336.59

Short Term Borrowings from banks Short term borrowings from banks represents secured and un secured loans taken from banks by way of pre and post shipment loans and cash credit borrowings. Short term borrowings from banks were Rs. 81.40 crore as at March, 2012 (Rs. 73.41 crore at March, 2011).

Trade PayablesTrade payables are dues in respect of goods purchased or services received (including from employees, professionals and others under contract) in the normal course of business. Trade Payable at the end of fiscal 2012 aggregated Rs. 241.10 crore (Rs. 177.94 crore at the end of fiscal 2011).

Other Current LiabilitiesMajor portion of other current liabilities represents current maturities of long term debts, dues payable to statutory authorities and advance received from the customers. Other current liabilities at the end of fiscal 2012 aggregated Rs. 336.49 crore (Rs. 59.38 crore at the end of fiscal 2011). The said amount has gone up primarily due to current maturities of long term debts. Current maturities of long term debts as at March 31, 2012 was Rs. 257.78 crore (Rs. 2.98 crore in fiscal 2011), Rs. 77.52 crore was outstanding as at March 31, 2012 on account of statutory dues and advance received from customers (Rs. 55.28 crore as at March 31, 2011).

Short Term ProvisionsShort term provisions represents provisions made towards employee benefits (current portion), provision for final dividend and dividend tax on final dividend. Short term provisions as at March 31 ,2012 was Rs. 37.92 crore (Rs. 25.86 crore as at March 31, 2011).

Income Tax Liability (Net)Income Tax liabilities (net) as on March 31, 2012 was Rs. 13.61 crore (Rs. Nil as on March 31, 2011). Income tax liabilities have been made based on the applicable tax laws.

Fixed AssetsAddition to the Gross Block of tangible assets excluding capital work-in progress and exchange fluctuations in fiscal 2012amounted to Rs. 29.34 crore (Rs. 16.79 crore in fiscal 2011). Details of additions in fiscal 2012 were as under:

(a) Buildings Rs. 0.04 crore (Rs. 0.57 crore in fiscal 2011),(b) Plant and machinery-owned Rs. 3.86 crore (Rs. 2.30 crore in fiscal 2011),(c) Plant and machinery leased Rs. 0.08 crore (Rs. 0.35 crore in fiscal 2011 ),(d) Computers Rs. 16.50 crore (Rs. 8.49 crore in fiscal 2011),(e) Furniture and fittings Rs. 2.37 crore (Rs. 3.63 crore in fiscal 2011),(f ) Vehicles Rs. 1.94 crore (Rs. 1.44 crore in fiscal 2011) and(g) lease hold improvements Rs. 4.55 crore (Rs. Nil crore in fiscal 2011). The amount in capital work-in-

progress was Rs. 1.54 crore as on March 31, 2012 (Rs. 1.35 crore as on March 31, 2011). The Company has capital commitment towards tangible assets of Rs. 4.58 crore as at March 31, 2012 as compared to Rs. 6.42 crore as at March 31, 2011.

Intangible assets primarily represent cost of software licenses (other than internally generated).During the year, the Company added Rs. 24.64 crore to the gross block of intangible assets (software licenses) During the previous year, the Company added Rs. 6.79 crore to gross block assets of the Company. The major portions of additions during the fiscal 2012 were on account of commencement of an Unit in Special Economic Zone (Blue Ridge Unit). The Company has a capital commitment of Rs. 3.31 crore as at March 31, 2012 as compared to Rs. 10.42 crore as at March 31, 2011 towards intangible assets.

Current liabilities A summary of Current Liabilities is given below:

40

Goodwill on ConsolidationGoodwill on consolidation as at March 31, 2012 was Rs. 397.90 crore (344.57 crore as at 2011). 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 of translation impact there is a movement in this account in fiscal 2012 as compared to fiscal 2011. Goodwill is tested for impairment. The management does not foresee any risk of impairment on the carrying value of goodwill as at March 31, 2012. Details of the movement have been provided in Note 20 forming part of consolidated financial statements.

Non-Current InvestmentsDuring the year, the Company invested in bonds and units of mutual funds. These are typically investments in long -term funds/bonds to gainfully use the excess cash balance with the Company. Investments in bonds in mutual funds aggregated Rs. 43 crore as on March 31, 2012 (Rs. Nil as on March 31, 2011).

Deferred Tax Asset (Net)Deferred tax asset (net) as at March 31, 2012 was Rs. 5.57 crore (Rs. 8.59 crore as at March 31, 2011). The primary reasons for decrease in deferred tax asset are attributable to the difference in provision for depreciation and provision for expenses under section 43B of the Income Tax Act. Details of deferred tax asset have been given in Note 6 of the financial statements of the Company.

Long Term Loans and AdvancesLong Term Loans and Advances as at March 31, 2012 was Rs. 17.29 crore (Rs. 19.41 crore as at March 31, 2011). The said amount has come down due to reduction of loan to others from Rs. 16.88 crore as at March 31, 2011to Rs. 14.14 crore as at March 31, 2012.

Income Tax Assets (net)Income tax assets (net) were Rs. 20.74 crore as at March 31,2012(Rs.30.06 crore as at March 31,2011). The said amount has come down as compared to the previous year due to receipt of income tax refund during the year from the income tax department.

Current assets A summary of current assets is given below:

March 31,

ParticularsAs at

Mar 31, 2012

(Amount in ` Crore)

As atMar 31, 2011

Current Investments 147.07 96.07 Inventories 0.05 0.77 Trade Receivables 290.02 231.30 Cash and Bank Balances 342.83 173.33 Other Current Assets 78.21 42.78 Short-term loans and advances 49.60 7.90 Total 907.78 552.15

Current Investments As reported elsewhere in this report, during the year, the Company invested in units of mutual funds. These are typically investments in short-term funds to gainfully use the excess cash balance with the Company. Current Investments as at March 31, 2012 was Rs. 147.07 crore (Rs. 96.07 crore as at March 31, 2011).

InventoriesThe Company had inventories of Rs. 0.05 crore as at March 31, 2012 (Rs. 0.77 crore as at March 31, 2011). The inventory constitutes hardware and software products.

Trade Receivables Trade receivables as at March 31, 2012 aggregated Rs. 290.02 crore (net of provision for doubtful debts) (Rs. 231.30 crore as at March 31, 2011). As a percentage of total income, sundry debtors were at 17.40 %as at March 31, 2012 as compared to 18.24% as at March 31, 2011. The Company provides provision for doubtful debts as a percentage of the outstanding debts based on ageing. The cumulative provision towards bad and doubtful debts as on March 31, 2012 stood at Rs. 16.71 crore (Rs. 13.54 crore as at March 31, 2011).

Cash and Bank BalancesCash and bank balances include cash and cash equivalents and other bank balances. The Company’s Cash and Bank balances as at March 31,2012 were Rs. 342.83 crore as on March 31, 2012 (Rs. 173.33 crore as on March 31, 2011). The cash and cash equivalents aggregated Rs. 291.93 crore as on March 31, 2012 (Rs. 157.39 crore as on March 31, 2011). Other bank balances at the end of fiscal 2012 aggregated Rs. 50.90 crore (Rs. 15.94 crore at the end of fiscal 2011)

41

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Other Current assets Other current assets as on March 31, 2012 were Rs. 78.21 crore (Rs. 42.78 crore as at March 31, 2011). Significant items of other current assets as at March 31, 2012 were, Bills of Exchange Rs. 36.59 crore (Rs. Nil as at March 31,2011), advances to suppliers, contractors and others Rs. 9.05 crore (Rs. 5.27 crore as at March 31, 2011) and Prepaid expenses Rs.18.59 crore (Rs. 17.09 crore as at March 31, 2011). As can be seen from the above information other current assets have gone up due to balance in bills of exchange account.

Short term Loans and advancesShort term loans and advances as on March 31, 2012 were Rs. 49.60 crore (Rs. 7.90 crore as at March 31, 2011). Significant items of short term loans and advances as at March 31, 2012 were, deposit with financial companies Rs. 10 crore (Rs. Nil as at March 31,2011), inter corporate deposits Rs. 30 crore (Rs. Nil as at March 31,2011), security deposits Rs. 1.82 crore (Rs. 1.40 crore as at March 31,2011) and Loans and advances to employees Rs. 5.53 crore (Rs. 4.52 crore as at March 31, 2011). As can be seen from the above short term loans and advances have gone up due to increase in deposits with financial institutions and inter corporate deposits. Deposits have been placed with the said agencies due to availability of surplus funds.

Particulars 2011-12

(Amount in ` Crore)

2010 - 2011

Proceeds from sale of Tangible and Intangible Fixed Assets 2.36 0.20 2.16 Dividend Received 16.47 1.15 15.32 Interest Received 3.65 3.27 0.38 Payment for Purchase of Tangible and Intangible Fixed Assets (50.41) (21.22) (29.19)Inter Corporate Deposits Placed (489.40) (271.00) (218.40)Inter Corporate Deposits Refunded 459.40 326.00 133.40 Interest received from Inter corporate Deposit 2.31 5.53 (3.22)Purchase of Mutual Fund (1,953.29) (367.83) (1,585.46)Sale of Mutual funds 1,864.30 315.85 1,548.45 Other Investing activities (15.15) (14.31) (0.84)Net cash flow (used in)/generated from investing activities (159.76) (22.36) (137.40)

As can be seen from the above table, in fiscal 2012, the Company generated net cash of Rs. 245.68 crore (Rs. 153.23 crore in fiscal 2011) from operating activities.

Cash Flow from Investing Activities (Consolidated)

Particulars 2011-12

(Amount in ` Crore)

As atMar 31, 20112010 - 2011

Net Profit after Taxation and Extraordinary Items 208.37 139.02 69.35 Depreciation and amortization 26.19 18.87 7.32 Provision for Income Tax 55.79 38.23 17.56 Provision for Deferred Tax 7.67 2.67 5.00 Dividend Income on Investment in mutual funds (16.47) (1.15) (15.32)Finance cost 7.23 7.38 (0.15)Interest Income (7.07) (9.32) 2.25 Others 1.14 1.08 0.06 Operating profit before Working Capital Changes 282.85 196.78 86.07 Effect of working capital changes 1.19 (5.70) 6.89 Income Taxes paid (net) (38.36) (37.85) (0.51)Net Cash Flow generated from operating activities 245.68 153.23 92.45

Cah Flow - Tata Technologies Ltd. (Consolidated)

Cash Flow from Operating Activities (Consolidated)

In fiscal 2012 the Company used in Rs. 159.76 crore on investment activities (Rs. 22.36 crore in fiscal 2011). The significant items of cash used in investment activities in fiscal 2012 were (a) purchase of fixed assets Rs. 50.41 crore (Rs. 21.22 crore in fiscal 2011), (b) investment in units of Mutual Funds (net of sale) Rs. 88.99 crore (Rs. 51.98 crore in fiscal 2011) and (c) investment in intercorporate deposits (net of withdrawals) Rs. 30 crore ( Rs. 25 crore withdrawn from intercorporate deposits as at March 31, 2011).

Change

Change

42

Cash Flow from financing activities (Consolidated )

Particulars 2011-12

(Amount in ` Crore)

2010 - 2011

Proceeds from issue of shares including Premium 141.27 0.57 140.70 Interest Paid (7.31) (7.38) 0.07 Dividends Paid (including Dividend Tax) (65.72) (60.54) (5.18)Proceeds from Short Term borrowings 99.79 7.92 91.87 Repayment of Short Term borrowings (98.13) - (98.13)Proceeds from Long Term borrowing 0.37 1.75 (1.38)Repayment of Long Term borrowings (3.46) (3.33) (0.13)Net cash flow (used in)/generated from financing activities 66.81 (61.01) 127.82

In fiscal 2012, the significant item of cash generated from financing activities were proceeds from issue of shares amounting to Rs. 141.27 crore (Rs. 0.57 crore in fiscal 2011) and proceeds from short term borrowings amounting to Rs. 99.79 crore (Rs. 7.92 crore in fiscal 2011). As can be seen from the above, the significant of item of cash used in financing activities was on account payment of dividends including dividend tax amounting to Rs. 65.72 crore (Rs. 60.54 crore in fiscal 2011).

Cash Position

Cash and cash equivalents as on March 31, 2012 amounted to Rs. 609.49 crore (Rs. 283.75 crore as at March 31, 2011). Cash and cash equivalents include investments in mutual funds, inter corporate deposits and bonds, bills of exchange, deposits with financial Companies and loans to associates.

Change

43

1. PHILOSOPHY

2. BOARD OF DIRECTORS

“Corporate governance has become the new corporate jargon like share-holder value. Corporate governance is really a state of mind. It is embodied in the feelings and traditions of the Tata group. JRD Tata’s name has been mentioned several times today and the group owes a great deal of this tradition to 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 the management framework, but it does not replace the tradition ingrained into your bones.”

RATAN TATA Ceremony of National Award forExcellence in Corporate Governance, 2001

The philosophy and ultimate goal at Tata Technologies is to serve corporate purposes for enhancing the long term value of the organization for its stakeholders, by providing a framework within which stakeholders can pursue the objectives of the organisation most effectively. This philosophy is further strengthened 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 Baldrige organizational assessment model mandated to help Tata Group companies achieve business objectives through specific processes which delivers strategic direction and drives business improvement. TBEM assessments now lay renewed emphasis in areas of climate change, safety, Corporate Governance and innovation. Assessments now capture Corporate Governance practices among Tata Group Companies as part of the main application.

Corporate Governance signifies acceptance by management of the inalienable rights of shareholders as the true owners of the organization 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 a corporation 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. The Leadership of Tata Technologies continuously aims for ‘Change for the Better’ with strong emphasis on customer satisfaction, sustainable growth and increase in the stakeholder value. This orientation towards fair and ethical governance stems from the culture and mindset imbibed in it as part of the Tatas and upheld through a passion for excellence championed by senior leaders. Tata Technologies is committed to adding value and achieving continual improvements through leadership by example.

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

• Vision: “We are determined to be the world’s number one partner to the manufacturing industry.”

• Mission: “Better products benefit people – that is our business.”

Though the Company is not listed and the statutory guidelines on Corporate Governance are not applicable, 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 measures in the recent years, which include among others improved Board reporting, building a strong ethics culture with increased focus on implementation of the Tata Code of Conduct, commitment to corporate sustainability, legal compliances systems, more focused internal audit, etc.

As a guard of the Company's Corporate Governance practices, the Board of Directors of the Company protects the long-term interests of stakeholders of the Company. The Board is the representative of the shareholder to achieve the overall purpose of the organisation.

The Board is primarily responsible to provide and evaluate the strategic direction of the Company, management policies and their effectiveness. The Board's responsibilities further include overseeing the functioning of the Company's top management, monitoring legal compliance and management of the risks related to the Company's operations.

Corporate Governance Report

44

Eighteenth Annual Report 2011-12

Tata Technologies Limited

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-Executive Directors represent various fields with expertise in their respective areas and their positive contribution helps Company to define effective strategies for future growth. The Managing Director along with Executive Management Team in turn implements and monitors the operational strategies, plans, systems and 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 in consultation with all the Board members. The relevant background materials and information on the agenda items are distributed to the Board members in advance of meetings. All the Committees of the Board report to the Board. The minutes of their meetings are placed before the Board regularly. The Committees 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 summary of the Board Decisions made in the last two years is being placed before every quarterly Board Meeting as a good governance practice.

The Board met six times during the financial year 2011-12, on April 30, 2011, July 27, 2011, October 18, 2011, January 23, 2012, February 15, 2012 and March 27, 2012. The time gap between any two meetings was less than four months. The quorum of the meetings is either two members or one third of the members of the Board, whichever is higher. The attendance of the Directors at the Board Meetings held during the year is as follows:

Mr C Ramakrishnan and Mr R Gopalakrishnan are liable to retire at the ensuing Annual General Meeting and offer themselves for reappointment. Attention of the Members is invited to the relevant item in the Notice of the Annual General Meeting seeking their approval on their reappointment.

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

None of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5 Committees across all companies in which one is a Director. Chairmanship/Membership of Board Committees for this includes only Audit and Shareholders’ Grievance Committees. Necessary disclosures regarding Committee positions in other public companies as at March 31, 2012 have been made by the Directors.

67, 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 trainee engineer and went on to become CEO in 1996. In October 2009, he stepped down as the CEO, leaving a $ 6 billion 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 Minister in the National Skill Development Council, in the rank of a Cabinet Minister. The Council which is headed by the Prime Minister seeks to develop a strategy for Skill Development at the National level with a view to address the skill deficit.

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

INFORMATION REGARDING DIRECTORS:

Mr S Ramadorai,

* Include participation through Audio/Video conferencing

Name DesignationHeld Participated

S Ramadorai Non-Executive Chairman 6 6*

R Gopalakrishnan Non-Executive Director 6 5

P P Kadle Non-Executive Director 6 5*

C Ramakrishnan Non-Executive Director 6 5

P R McGoldrick Managing Director 6 6*

No. of Board Meetings

45

Eighteenth Annual Report 2011-12

Tata Technologies Limited

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

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

Other Directorships:

Public Companies: Tata Consultancy Services Ltd, Tata Industries Ltd, CMC Ltd, Hindustan Unilever Ltd, Piramal Healthcare Ltd, Tata Elxsi Ltd, Tata Teleservices (Maharashtra) Ltd, Computational Research Laboratories Ltd, Tata Communications Ltd, Tata Advanced Systems Ltd, Asian Paints Ltd, Bombay Stock Exchange Ltd, Tata Lockheed Martin Aerostructures Ltd and Tata Aerospace Systems Ltd.

Foreign Companies: Tata Communications International Pte Ltd, Singapore, Tata America International Corporation, US, Tata Elxsi (Singapore) Pte Ltd, Computational Research Laboratories, Inc.

Other Bodies Corporate: Member of the Research, Innovation and Enterprise Council, Singapore, Advisor to Prime Minister’s National Skill Development Council, Breach Candy Hospital Trust, Teach to Lead and Tata Institute of Social Sciences.

Memberships and Chairmanships of Audit Committee in other Public Companies: Tata Elxsi Ltd, Hindustan Unilever Ltd, Tata Teleservices (Maharashtra) Ltd, Tata Advanced Systems Ltd (Chairman), Computational Research Laboratories Ltd (Chairman) and Bombay Stock Exchange Ltd.

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

Mr Ramadorai held 1,32,000 equity shares of the Company as on March 31, 2012, constituting 0.31% of thepaid-up capital of the Company. No new stock options were granted to him and no stock options were exercised by him during the year ended March 31, 2012.

62, has over 41 years of experience in information technology and is responsible for Tata Technologies as its Managing Director. He holds a Master’s degree in Computer Science from Stanford University, USA and completed the Harvard Business School Advanced Management Program (AMP 109).

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

Other Directorships:

Public Companies: Tata Elxsi Ltd.

Foreign Companies: Tata Technologies Pte Ltd, Singapore, Titan Watches & Jewellery International (Asia Pacific) 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 1.30% of the paid-up capital of the Company and 40,000 equity shares constituting 0.10% via Barclays Wealth Corporate Services (Guernsey) Ltd as on March 31, 2012. No new stock options were granted to him and no stock options were exercised by him during the year ended March 31, 2012.

66, is a Non-Executive Director of Tata Sons Ltd. He is a member of the Group Corporate Centre of Tata Group, besides being on the Boards of various Tata companies. Prior to joining the Tata Group in August 1998, he was the Vice-Chairman of Hindustan Unilever Ltd. He is a past president of the All India Management Association.

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

Mr P R McGoldrick

Mr R Gopalakrishnan,

,

46

Other Directorships:

Public Companies: Tata Sons Ltd, Tata Chemicals Ltd, Tata Power Company Ltd, Rallis India Ltd, Tata Autocomp Systems Ltd, Akzo Nobel India Ltd, Castrol India Ltd, Dhaanya Seeds Ltd, Advinus Therapeutics Ltd and Metahelix Life Sciences Ltd.

Private Companies: ABP Pvt Ltd.

Foreign Companies: Trust Energy Resources Pte Ltd and IMACID S.A.

Memberships and Chairmanships of Audit Committee in other Public Companies: Tata Chemicals Ltd, Akzo Nobel India Ltd and Castrol India Ltd.

Mr Gopalakrishnan held 64,200 equity shares of the Company as on March 31, 2012, constituting 0.15% of the paid-up capital of the Company. No stock options were exercised by him and no new stock options were granted to him during the year ended March 31, 2012.

55, is the Managing Director & CEO of Tata Capital Limited a subsidiary of Tata Sons Limited. Tata Capital along with its subsidiary companies, is the Tata Group’s foray into the financial services space covering products and services ranging from Retail and commercial lending, Distribution and Broking, Wealth Management, Investment Banking, Housing Finance, Forex, Travels & Cards as also Private Equity.

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

Mr Kadle is a Board member on various Tata and non-Tata companies. He contributes to many industry and economic bodies both domestic and international. These include, a position on the Advisory Board of Japan’s Institute for Indian Economic Studies (IIES) and as a member of the Advisory Board of Centre for Strategic Leadership - NUS Business School, Singapore. Additionally, he is also actively involved with various Public Charitable institutions 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 Motors Limited which are: CNBC-TV18, the country’s best performing CFO in the auto & auto ancillaries sector for 2006; ‘the best CFO of the year 2005’ in India by business today; the ‘CFO of the year 2004’ by IMA (formerly known as economist intelligence unit).

Other Directorships:

Public Companies: Tata Capital Ltd, Tata Capital Financial Services Ltd, Tata Securities Ltd, e-Nxt Financials Ltd, TC Travel & Services Ltd, Tata Capital Housing Finance Ltd, Tata AutoComp Systems Ltd, Tata Toyo Radiators Ltd, TT Holdings & Services Ltd, Tata Cleantech Capital Ltd and The Andhra Pradesh Paper Mills Ltd (a subsidiary of International Paper Inc., USA)

Private Companies: International Asset Reconstruction Company Pvt Ltd.

Foreign Companies: Tata Technologies Pte Ltd, Singapore, Tata Technologies Europe Limited, UK, INCAT International Plc, UK, Tata Technologies Inc, USA, Tata Capital Pte Limited, Singapore, Tata Capital Advisors Pte Ltd, Singapore, Tata Capital Markets Pte Ltd, Singapore and Tata Capital Plc, UK.

Memberships and Chairmanships of Audit Committee in other Public Companies: Tata Capital Housing Finance Ltd, TC Travel & Services Ltd, TT Holdings & Services Ltd, Tata AutoComp Systems Ltd, e-Nxt Financials Ltd and The Andhra Pradesh Paper Mills Ltd.

Memberships and Chairmanships of Investor Grievance Committee in other Public Companies: Tata Capital Ltd.

Mr Kadle held 1, 39,200 equity shares of the Company as on March 31, 2012, constituting 0.32% of the paid-up capital of the Company. No stock options were exercised by him and no new stock options were granted to him during the year ended March 31, 2012.

56, was appointed as the Chief Financial Officer of Tata Motors Limited inSeptember 2007, having joined the company in 1980 as the Junior Accounts Officer. He handled corporate treasury and accounting functions with management accounting/MIS. Following a two-year company-wide IT project responsibility covering R&D, Manufacturing, Sourcing and Sales and Services, he had worked in the Tata Group Chairman’s Office for more than 7 years before being appointed as the Chief Financial Officer of Tata Motors Limited. As the Chief Financial Officer of Tata Motors Limited, he is responsible for Finance, Accounts,

Mr Praveen P Kadle,

Mr. C. Ramakrishnan,

47

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Taxation, Business Planning, Investor Relations, Treasury, CRM & DMS and IT. Mr. Ramakrishnan holds a Bachelor’s degree in Commerce and is a Chartered Accountant and a Cost Accountant. Mr. Ramakrishnan was awarded Indian Industries Best CFO Award by CNBC TV18, Business Achiever Award by CA Institute and Best CFO Award by Business Today. He also ranked as Best CFO (India) in regional polls with investors in Asia Pacific by Asset Magazine and Institutional Investor Magazine.

Other Directorships:

Public Companies: Tata Cummins Ltd, Sheba Properties Ltd, Tata Services Ltd, Tata Motors Finance Ltd, Fiat India Automobiles Ltd, Automobile Corporation of Goa Ltd and Tata Marcopolo Motors Ltd.

Foreign Companies: Tata Hispano Motors Carrocera S.A., Spain, Tata Hispano Motors Carrosserries Maghreb S.A., Morocco, TML Holdings Pte Ltd, Singapore, Tata Motors (Thailand) Ltd, Thailand, Tata Daewoo Commercial Vehicle Company Ltd, South Korea and Tata Motors (SA) Proprietary Ltd, South Africa.

Memberships and Chairmanships of Audit Committee in other Public Companies: Tata Cummins Ltd, Sheba Properties Ltd, Fiat India Automobiles Ltd (Chairman), Tata Motors Finance Ltd, Tata Marcopolo Motors Ltd (Chairman) and Automobile Corporation of Goa Ltd.

Mr. Ramakrishnan held 44,200 equity shares of the Company as on March 31, 2012, constituting 0.10% of the paid-up capital of the Company. No stock options were exercised by him and no new stock options were granted to him during the year ended March 31, 2012.

The Audit Committee comprises three Non-Executive Directors, all of whom are financially literate. The Audit Committee met eight times during the year 2011-12, on April 30, 2011, June 14, 2011, July 27, 2011,August 29, 2011, October 18, 2011, November 16, 2011, January 23, 2012 and March 15, 2012.

Members of the Audit Committee and the number of meetings attended by each Director for the financial year 2011-12 are as follows:

3. AUDIT COMMITTEE

The Internal Auditors, M/s Ernst & Young attended five meetings, the representatives of the Statutory Auditors of the Company, M/s Deloitte Haskins & Sells, Chartered Accountants, attended all meetings and the Chief Financial Officer attended all the meetings.

. The Company Secretary acts as the Secretary to the Committee Meetings. The quorum of the meetings is either two members or one third of the members of the Committee, whichever is higher (Please refer Explanatory Statement pursuant to section 173 (2) of the Companies Act, 1956, annexed to Notice of Annual General Meeting, provided elsewhere in this Annual Report).

An Audit Committee Charter has formally been adopted for the Audit Committee outlining its responsibilities 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 of expenditure.

• To meet Statutory and Internal Auditors periodically and discuss their findings, suggestions and other related matters.

The Chief Internal Auditor of Tata Motors Ltd attended six meetings personally or through representative

* Include participation through Audio/Video conferencing

Name DesignationHeld Participated

No. of Meetings

S Ramadorai Non-Executive Chairman 8 8*

P P Kadle Non-Executive Director 8 7*

C Ramakrishnan Non-Executive Director 8 6

48

• To review the weaknesses in internal controls, if any, reported by the Internal and Statutory Auditors andreport 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 have failed 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 DIRECTORS’ REMUNERATION:

To acknowledge the contribution of the Non-Executive Directors towards the growth of the organization, the Company paid sitting fees of Rs 15,000/- per meeting to all Non-Executive Directors for attending the meetings of the Board, Audit Committee and Compensation & Remuneration Committee. The details of the sitting fees paid to the Directors is as under:

Only sitting fees have been paid to the Non-Executive Directors during the year. No commission has been paid to any Non-Executive Director of the Company.

The Compensation and Remuneration Committee met five times during the year 2011-12, on April 30, 2011, June 14, 2011, July 27, 2011, October 18, 2011 and January 23, 2012.

Members of the Compensation Committee and number of meetings attended by each Director for the financial year 2011-12 are as follows:

4. COMPENSATION AND REMUNERATION COMMITTEE

* Include participation through Audio/Video conferencing

Name Amount in Rs.

S Ramadorai 2,85,000

R Gopalakrishnan 75,000

P P Kadle 2,55,000

C Ramakrishnan 2,25,000

Total 8,40,000

Name DesignationHeld Participated

No. of Meetings

S Ramadorai Non-Executive Chairman 5 5*

P P Kadle Non-Executive Director 5 5*

C Ramakrishnan Non-Executive Director 5 4

49

Eighteenth Annual Report 2011-12

Tata Technologies Limited

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 policies and systems are in place to comply with the guidelines issued by the Securities and Exchange Board 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 (Please refer Explanatory Statement pursuant to section 173 (2) of the Companies Act, 1956, annexed to Notice of Annual General Meeting, provided elsewhere in this Annual Report).

Re-appointment of Managing Director:

The shareholders in their meeting held on July 20, 2010 had accorded their consent for the reappointment ofMr Patrick McGoldrick as Managing Director of the Company, subject to the approval of the Central Government. Subsequently, the Central Government vide letter dated February 28, 2011 has approved the reappointment of Mr McGoldrick as the Managing Director of the Company for the period September 01, 2010 to September 08, 2014.

Terms of appointment and payment of remuneration to the Managing Director, Mr Patrick McGoldrick in Tata Technologies Limited is as under:

5. OTHER KEY BOARD AND MANAGEMENT COMMITTEES

Apart from the Audit Committee and the Compensation & Remuneration Committee, the Company has the following committees:

a. Committee of Directors: Mr P P Kadle, Mr C Ramakrishnan and Mr P R McGoldrick, Directors are the members of the Committee. The Committee was constituted by the Board in its meeting on March 09, 2001 for carrying out certain functions pertaining to the day-to-day operations of the Company. The powers of the Committee include evaluation / negotiation of facility agreements for availing working capital facilities within the specified limits, opening and closing of bank accounts, authorization for creating charges on the 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/substitute attorneys, entering into agreement(s) with business partner(s) etc.

b. 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’s subsidiaries on private placement basis. Mr P P Kadle, Director, Mr P R 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 shares to employees of Company’s subsidiaries, to determine the employees who will be eligible to participate, allotment of shares, to obtain

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 during his stay in India. All expenses in connection with the Company’s official 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 months’ notice or the Company paying three months’ salary in lieu of notice.

50

annual valuation of shares, etc. The Committee is also responsible to provide supervision, approval, direction, recommendation with respect to the Employee Stock Purchase Program (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 of the ESPP scheme.

c. Executive Committee: 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 P P Kadle, Director, Mr P R McGoldrick, Managing Director and Mr Warren Harris, President and COO.

Tata Technologies has adopted the Tata Code of Conduct (TCOC). The Code of Conduct upholds the highest 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’s partners/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 such as 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 and contractors of Tata Technologies, wherever 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 had undergone 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 policy in 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 established to 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 such as by post, mail or phone calls. A dedicated email account ethics@tatatechnologies.com is available both at the intranet and internet sites for the stakeholders to report any ethical breach. These are then managed by a well laid process. The required actions are implemented through the support functions such as HR, Finance and Legal. Results are reported to the Chief Ethics Counselor on a quarterly basis and are reviewed by the Audit Committee. Apart from encouraging people to report ethical violations, the Company is also trying to establish a culture to report examples of good ethical behavior of employees 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 Committeeb. Chief Ethics Counselor c. Ethics Counselor andd. Chairperson–Prevention of Sexual Harassment (POSH)

The Company received five complaints during the year. One of them was under POSH and all the complaints received were closed. The Ethics Committee has conducted various activities during the year including Ethics Day & Pledge, MBE Awareness Workshops, Customer feedback on Ethical behavior of Company’s employees etc.

During the year, the Company has adopted and implemented the Gift and Bribery Policy, in line with the Tata Code of Conduct and applicable laws, if any.

The Company is committed to having a reliable risk management system. The Management is accountable for integration of the risk management practices into day to day activities of Company. Different types of business risks are identified by the top management team and along with risk scores and mitigation measures are reported to the Audit Committee. The Audit Committee periodically reviews the policies on risk assessment and risk management, guidelines to govern the process and the major financial risk exposures and the steps undertaken to control them. Readers are requested to refer the Management Discussion and Analysis Report for more details.

6. MANAGEMENT OF BUSINESS ETHICS

7. RISK MANAGEMENT

51

Eighteenth Annual Report 2011-12

Tata Technologies Limited

The updates of major decisions of the subsidiary companies are regularly presented before the Audit Committee and the Board. Following are the key points of subsidiaries which are regularly taken up in the 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.

The details of the General Meetings held in the last three years are as follows:

9. GENERAL BODY MEETINGS

Financial year Venue Time DateAGM/EGM

2010-11 17th AGM

2010-11 EGM 4.00 p.m. April 30, 2011

2009-10 16th AGM 3:30 p.m. July 20, 2010

2009-10 EGM 4.00 p.m. March 05, 2010

2008-09 15th AGM 3:30 p.m. July 20, 2009

3:30 p.m. July 27, 201125 , Rajiv Gandhi Infotech Park, Hinjawadi, Pune -411057

25 , Rajiv Gandhi Infotech Park, Hinjawadi, Pune -411057

25 , Rajiv Gandhi Infotech Park, Hinjawadi, Pune -411057

Board Room, 1st Floor, Tata Capital Ltd, One Forbes, Dr V B Gandhi Marg, Mumbai- 400 023

25 , Rajiv Gandhi Infotech Park, Hinjawadi, Pune -411057

8. SUBSIDIARY COMPANIES

The Company as on March 31, 2012 had 8 subsidiaries. The details are mentioned elsewhere in the Annual Report. The minutes and resolutions of all the subsidiaries are periodically placed before the Board of Directors of the Company. The attention of the Board is drawn to all significant transactions and arrangements entered into by the subsidiary companies. The following Board meetings/Shareholders Meeting of subsidiary companies were held during the year:

Name of theSubsidiaryCompany

Tata TechnologiesPte Ltd,

Singapore

Tata Technologies(Thailand) Ltd,

Thailand

Tata TechnologiesEurope Ltd,

UK

INCATInternational Plc.,

UK

INCATGmbH,

Germany

TataTechnologies

Inc.,USA

Tata Technologiesde Mexico SA

de CV,Mexico

Tata Technologies (Canada) Inc.,

Canada

Dates of BoardMeetings held

during the year

06-May-2011 20-Jul-2011 N/A N/A N/A20-Apr-201129-Jun-201127-Jul-2011

27-Jun-2011 N/A

Dates ofShareholder

Meetings/Resolutions

13-Jul-2011 30-Jul-2011 N/A 27-Sep-2011 17-Jan-2012 29-Jun-2011 22-Aug-2011 30-Sep-2011

52

10. DISCLOSURES

11. GENERAL SHAREHOLDER INFORMATION

10.1 Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the Directors or Management or their relatives, etc. that may have potential conflict with the interests of the Company at large:

The particulars of transactions between the Company and the ‘Related Parties’ are mentioned atNote 19(viii) Related Party Disclosures for the year ended March 31, 2012 of Notes to Accounts mentioned elsewhere in the Annual Report. None of these transactions 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 Company by any statutory authority on any matter related to the capital markets during the past three years – NIL.

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, 2012 is annexed hereto.

11.1 Registrar and Share Transfer Agents: Investors are requested to take note of the contact details of the Registrars and Share Transfer Agents of the Company, M/s TSR Darashaw Ltd:

TSR Darashaw Ltd6-10 Haji Moosa Patrawala Industrial Estate,20, Dr. E. Moses Road, Mahalaxmi, Mumbai- 400011Tel: +91 22 66568484Fax: +91 22 66568494Email: csg-unit@tsrdarashaw.comWebsite: www.tsrdarashaw.com

S Ramadorai Yes

R Gopalakrishnan Yes

P P Kadle Yes

C Ramakrishnan Yes

P R McGoldrick Yes

Attendance of the Directors at the last AGM held on July 27, 2011:

The details of Special Resolutions passed in the General Meetings in the last three years are as follows:

No Special resolutions were passed in the 15th, 16th and the 17th Annual General Meetings of the Company. The resolutions were passed by show of hands and none of the resolutions were passed by way of poll.

EGM April 30, 2011

EGM March 05, 2010

i. Issue of equity shares to Alpha TC Holdings Pte Ltd and Tata Trustee Company Ltd., acting in its capacity as Trustee to Tata Capital Growth Fund- I

ii. Amendment to the Articles of Association of the Company

I. Reduction of Securities Premium Account ii. Private placement of shares

AGM/EGM Date Special Resolutions

Name of the Director Attendance at the last AGM

53

Eighteenth Annual Report 2011-12

Tata Technologies Limited

*The proposed date is an indicative date and the actual date of transfer to IEPF may vary.

The unclaimed dividend amounts for the financial years 2000-01, 2001-02, 2002-03 and 2003-04 have been transferred to the Investor Education and Protection Fund as per the relevant provisions of the Law.No claim of the shareholders shall lie against the Company or the IEPF in respect of the amounts transferred to the IEPF. Investors of the Company who have not yet encashed their unclaimed/ unpaid amounts are requested to do so at the earliest.

2004-05 3.00

2005-06 3.00 30.00 27/06/2006 31/07/2013

2006-07 2.00 20.00 28/06/2007 01/08/2014

2007-08 2.00 20.00 (Interim) 15/04/2008 20/05/2015

2007-08 2.00 20.00 (Final) 22/07/2008 03/09/2015

2008-09 3.00 30.00 (Interim) 30/03/2009 29/04/2016

2008-09 2.00 20.00 (Final) 21/07/2009 05/09/2016

2009-10 7.00 70.00 21/07/2010 05/09/2017

2010-11 7.00 70.00 (Interim) 01/02/2011 25/02/2018

2010-11 5.00 50.00 (Final) 28/07/2011 01/09/2018

2011-12 3.00 30.00 (Interim) 23/08/2011 27/09/2018

2011-12 3.00 30.00 (Interim) 04/11/2011 09/12/2018

2011-12 3.00 30.00 (Interim) 28/01/2012 04/03/2019

30.00 27/06/2005 30/07/2012

11.2 Share Transfer System: The share transfers received for transferring physical share certificates are processed by the Registrar and Transfer Agents of the Company. The Board ratifies such transfers on a periodical basis.

11.3 Dematerialisation of Shares: The Company has dematerialized its Equity Shares with CDSL and NSDL and the Company’s ISIN is INE142M01017. The share transfers of dematerialized shares can be made through your Depository Participant.

11.4 Investor Complaints: A total of 685 investor complaints/queries were received during the year 2011-12. 6 complaints were outstanding on March 31, 2012 and were attended to and resolved in first week of April, 2012.

11.5 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, the Company is required to transfer the unpaid and unclaimed dividends, matured deposits, redeemed debentures and interest accrued thereon remaining unclaimed and unpaid for a period of 7 years from 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/unclaimed dividends to the IEPF after the period of seven years, as per the provisions of the Act and the rules made there under.

Given below are the indicative dates for transfer of unclaimed and unpaid dividends to IEPF by the Company:

Financial year

Dividend DividendPayment Date

(DD/MM/YYYY)

Proposed Date* ofTransfer to IEPF(DD/MM/YYYY)Rs. Rate in %

54

11.8 Frequently asked Questions: Members are requested to refer the detailed FAQ on general shareholder queries and Dematerialisation given elsewhere in this Report.

ADDRESS FOR CORRESPONDENCE:The correspondence to be addressed to the Corporate Registered Office at: Tata Technologies LtdPlot No 25, Rajiv Gandhi Infotech ParkHinjawadi, Pune – 411 057, India. Tel: +91 20 6652 9090Fax: + 91 20 6652 9035Email: corporate@tatatechnologies.comWebsite: www.tatatechnologies.com

COMPANY SECRETARY Anubhav KapoorGeneral Counsel and Company SecretaryTata Technologies Ltd.Plot No 25, Rajiv Gandhi Infotech ParkHinjawadi, Pune - 411 057, IndiaTel: + 91 20 6652 9090Fax: + 91 20 6652 9035Email: anubhav.kapoor@tatatechnologies.com

Range of Shares

1 - 100

101 - 500

501 - 1000

1001 - 5000

5001 - 10000

Above 10000

Total

11.67

41.59

26.16

15.70

2.49

2.39

100

0.04

0.51

0.87

1.65

0.76

96.17

100

220

784

493

296

47

45

1885

16,537

2,17,650

3,74,174

7,07,621

3,28,615

4,13,25,541

4,29,70,138

11.7 Distribution of Shareholding as on March 31, 2012

Category No. ofShareholders No. of Shares

% of thePaid-up Capital

Tata Motors Limited 1 3,03,00,600 70.52

Other Tata Entities 5 74,69,748 17.38

Directors 5 9,39,600 2.19

Employees/Associates/Others 1874 42,60,190 9.91

Total 1885 4,29,70,138 100

11.6 Shareholding Pattern as on March 31, 2012

Number %

Shareholders

Number %

Share

55

Eighteenth Annual Report 2011-12

Tata Technologies Limited

ANNUAL DECLARATION BY THE CEO ON ADHERENCE TO THE TATA CODE OF CONDUCT

I confirm that Tata Technologies Limited has adopted the Tata Code of Conduct and the same is available on the Company's website www.tatatechnologies.com.

I also confirm that, all the Directors and the Senior Management Personnel of Tata Technologies Limited have affirmed compliance to the Tata Code of Conduct, as applicable to them for the Financial Year ended March 31, 2012.

Sd/-Patrick McGoldrickCEO & Managing Director

Date: May 15, 2012Place: Pune

CEO AND CFO CERTIFICATE

Sd/- Sd/-Patrick McGoldrick Samrat GuptaCEO &

Date: May 8, 2012Place: Mumbai

Managing Director Chief Financial Officer

We, Patrick McGoldrick, Chief Executive Officer (CEO) and Samrat Gupta, Chief Financial Officer (CFO) hereby certify that the financial statements of the Company and its subsidiaries/Joint ventures for the year ended onMarch 31, 2012 do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading to the best of our knowledge and belief.

56

Auditors’ Report

TO THE BOARD OF DIRECTORS OF TATA TECHNOLOGIES LIMITED

1. We have audited the attached Balance Sheet of TATA TECHNOLOGIES LIMITED (“the Company”) as at March 31, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company’s Management. 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. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified 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 as itappears from our examination of those books;

(c) the Balance Sheet, the Statement of Profit and Loss 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 Statement of Profit and Loss 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, the saidaccounts give the information required by the Companies Act, 1956 in the manner so required and give atrue 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 March 31, 2012;

(ii) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date 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 March 31, 2012 taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2012 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

For Deloitte Haskins & SellsChartered Accountants

(Registration No. 117366W)

Hemant M. JoshiPartner(Membership No. 38019)

Date: May 8, 2012Place: Pune

57

Eighteenth Annual Report 2011-12

Tata Technologies Limited

ANNEXURE TO THE AUDITORS’ REPORT(Referred to in paragraph 3 of our report of even date)

(i) Having regard to the nature of the Company’s business / activities clauses (vi), (viii), (x), (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 details and situation of the fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of th fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of its inventory:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical

verification of inventories followed by the Management were reasonable and adequate in relation 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 has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the Registers 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 the explanations that some of the items purchased are of a special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed 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 us there are no contracts or arrangements with companies, firms or other parties covered in the register maintained 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 the nature 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, Wealth Tax, Service Tax, Custom Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Cess and other material statutory dues in arrears as at March 31, 2012 for a period of more than six months from the date they became payable.

58

Income Tax Act'1961

Central Sales Tax, 1956

Finance Act, 1994(Service Tax Provisions)

Income Tax

Sales Tax

Service Tax

Commissioner of Income Tax (Appeals)

Deputy Commissioner ofSales Tax (Appeals)

Joint Commissioner ofSales Tax (Appeals)

Commissioner (Appeals)

Commissioner (Appeals)

Commissioner (Appeals)

2008-09

1997-98

1998-99

2003-04

2004-05

2003-06

2004-06

2008-09

0.04

0.03

0.45

0.003

21.28

0.75

0.31

2.33

Deputy Commissioner ofSales Tax (Appeals)

Deputy Commissioner ofSales Tax (Appeals)

Statute Nature ofDues

Period towhich the

amountrelates

Commissioner of Income Tax (Appeals) 2007- 08 0.04

Forum where Dispute

is pending

Amountinvolved

(` in crore)

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty and Cess which have not been deposited as on March 31, 2012 on account of disputes are given below:

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks and financial institutions.

(x) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are not prima facie prejudicial to the interests of the Company.

(xi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

(xii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have not been used during the year for long- term investment.

(xiii) According to the information and explanations given to us, during the period covered by our audit report, the Company has not made preferential allotment of equity shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xiv) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company has been noticed or reported during the year.

For Deloitte Haskins & SellsChartered Accountants

(Registration No. 117366W)

Hemant M. JoshiPartner(Membership No. 38019)

Date: May 8, 2012Place: Pune

59

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Balance Sheet as at March 31, 2012

In terms of our report attachedFor Deloitte Haskins & SellsChartered Accountants

Hemant M. JoshiPartner

Date: May 8, 2012 Place: Pune

S RamadoraiChairman

R GopalakrishnanDirector

P P KadleDirector

C RamakrishnanDirector

Date: May 8, 2012 Place: Mumbai

For and on behalf of the Board

P R McGoldrick Managing Director

Samrat Gupta Chief Financial Officer

Anubhav Kapoor Company Secretary

(Amount in ` Crore)

Particulars Note No March 31, 2012 March 31, 2011

I. EQUITY AND LIABILITIES

II. ASSETS

(1) Shareholders' Funds(a) Share Capital 3 42.97 37.32 (b) Reserves and Surplus 4 588.56 403.55

631.53 440.87 (2) Non-current Liabilities

(a) Long-term Borrowings 5 0.62 0.84 (b) Deferred Tax Liabilities (Net) 6 3.75 - (c) Trade Payables 0.35 - (d) Long-term Provisions 7 7.08 6.17 (e) Income tax liabilities (Net) 0.24 0.93

12.04 7.94 (3) Current Liabilities

(a) Short-term Borrowings from Banks (Unsecured) 55.96 48.45 (b) Trade Payables (Refer Note 19 (vi)) 91.91 79.02 (c) Other Current Liabilities 8 8.46 6.92 (d) Short-term Provisions 9 35.72 22.76

192.05 157.15

835.62 605.96

(1) Non-current Assets(a) Fixed Assets

(i) Tangible Assets 10 61.01 46.30 (ii) Intangible Assets 11 33.26 24.28 (iii) Capital Work-in-progress 1.54 1.32 (iv) Intangible Assets in progress 3.49 -

99.30 71.90 (b) Non-current Investments 12 266.23 223.23 (c) Deferred tax Assets (Net) 6 - 2.18 (d) Long-term loans and advances 13 4.45 1.01 (e) Income tax assets (Net) 16.05 23.79

386.03 322.11 (2) Current Assets

(a) Current Investments 14 147.07 96.09 (b) Trade Receivables 15 91.31 62.22 (c) Cash and Bank Balances 16 114.96 110.88 (d) Other Current Assets 17 47.08 7.52 (e) Short-term loans and advances 18 49.17 7.14

449.59 283.85

835.62 605.96 Significant Accounting Policies 2Accompanying Notes to the Financial Statements 19

60

Statement of Profit and Loss for the year ended March 31, 2012

In terms of our report attachedFor Deloitte Haskins & SellsChartered Accountants

Hemant M. JoshiPartner

Date: May 8, 2012 Place: Pune

S RamadoraiChairman

R GopalakrishnanDirector

P P KadleDirector

C RamakrishnanDirector

Date: May 8, 2012 Place: Mumbai

For and on behalf of the Board

P R McGoldrick Managing Director

Samrat Gupta Chief Financial Officer

Anubhav Kapoor Company Secretary

(Amount in ` Crore)

Particulars Note No March 31, 2012 March 31, 2011

I. Revenue from Operations A 644.00 493.16

II. Other Income B 24.26 11.58

III. Total Revenue (I + II) 668.26 504.74

IV. Expenses :

(a) Cost of Traded Products 64.70 56.41

(b) Consultancy fees, Softwares and others C 54.47 47.06

(c) Employee Benefit Expense D 298.75 222.02

(d) Finance Cost E 1.54 1.69

(e) Depreciation and amortisation Expense 10 & 11 21.16 14.76

(f ) Other Expenses F 51.16 35.69

Total Expenses 491.78 377.63

V. Profit Before Exceptional Items and Tax (III - IV) 176.48 127.11

VI. Profit Before Tax 176.48 127.11

VII. Tax Expense :

(a) Current Tax 39.83 38.00

(b) Earlier Year - (4.12)

(c) Deferred Tax 5.94 (3.82)

45.77 30.06

VIII. Profit after Tax (VI- VII) 130.71 97.05

IX. Earnings Per Equity Share : [Refer Note 19(i)]

(a) Basic 30.91 26.04

(b) Diluted 30.83 25.93

Significant Accounting Policies 2

Accompanying Notes to the Financial Statements 19

61

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Cash Flow Statement

Cash Flow Statement for the

In terms of our report attachedFor Deloitte Haskins & SellsChartered Accountants

Hemant M. JoshiPartner

Date: May 8, 2012 Place: Pune

S RamadoraiChairman

R GopalakrishnanDirector

P P KadleDirector

C RamakrishnanDirector

Date: May 8, 2012 Place: Mumbai

For and on behalf of the Board

P R McGoldrick Managing Director

Samrat Gupta Chief Financial Officer

Anubhav Kapoor Company Secretary

CASH FLOW FROM OPERATING ACTIVITIESNet Profit after Taxation 130.71 97.05 Depreciation and amortization 21.16 14.76 Disallowance of TDS Abroad 0.08 0.01 Provision for Wealth Taxes 0.01 0.01 Provision for Income Tax 39.83 38.00 Provision for Deferred Tax 5.94 (3.82)Dividend Income on Investment in mutual funds (16.47) (1.15)(Profit)/Loss on sale of Investment 0.01 - (Profit)/Loss on Sale of Tangible and Intangible Fixed Assets (0.01) (0.02)Interest Income (6.66) (9.38)Finance Costs 1.54 1.69 Unrealised exchange Loss / (Gain) 1.06 1.14 Effect of exchange differences on translation of foreign currency cash & cash equivalent (0.51) (1.73)Allowances for doubtful debts 0.09 0.04 Operating profit before Working Capital Changes 176.78 136.60 Adjustments for (Increase) / Decrease in Operating Assets and LiabilitiesTrade Receivables (27.32) (5.67)Other Current Assets (41.16) 0.92 Short term loans and advances (2.03) 2.77 Long Term Loans and advances (1.22) 0.10 Trade Payables 12.51 28.78 Other Current Liabilities 1.27 (27.78)Short Term Provision 0.22 - Long Term Provision 0.91 0.28 CASH GENERATED FROM OPERATIONS 119.96 136.00 Income Taxes paid (net) (32.87) (28.89)

NET CASH FLOW GENERATED FROM OPERATING ACTIVITIES 87.09 107.11 CASH FLOW FROM INVESTING ACTIVITIES

(Payment) /Refund of Loan to/from Subsidiary - 6.52 Dividend Received 16.47 1.15 Income from sale of Investment (0.01) - Interest Received Bank Deposit and others 3.23 3.33 Investment in Joint Venture - (1.59)Inter Corporate Deposits Placed (489.40) (271.00)Inter Corporate Deposits Refunded 459.40 326.00 Loans to others (2.22) - Deposits with Financial Companies (10.00) - Investment in Long Term Bonds (5.00) - Inter Corporate Deposits Taken 3.00 - Inter Corporate Deposits Repaid (3.00) - Interest received from Intercorporate Deposit 2.31 5.53 Purchase of Mutual Fund (1,953.28) (367.83)Sale of Mutual funds 1,864.30 315.85 Fixed Deposit with banks (net) having maturity over three months (0.15) 0.04 Proceeds from sale of Tangible and Intangible Fixed Assets 0.11 0.19 Payment for Purchase of Tangible and Intangible Fixed Assets (48.05) (7.70)NET CASH FLOW (USED IN)/GENERATED FROM INVESTING ACTIVITIES (162.29) 10.49

CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of shares including Premium 141.27 0.57 Interest Paid (1.53) (1.68)Dividends Paid (including Dividend Tax) (65.72) (60.54)Proceeds from Short Term borrowings 102.34 84.58 Repayment of Short Term borrowings (97.64) (73.97)Proceeds from Long Term borrowing 0.37 1.31 Repayment of Long Term borrowings (0.47) (0.48)NET CASH FLOW (USED IN)/GENERATED FROM FINANCING ACTIVITIES 78.62 (50.21)

NET INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTS 3.42 67.39

Cash & Bank Balances at the close of the year as per (Refer Note 16) # 114.96 110.88 Less: Bank Deposits with original maturity over three months for the year 0.39 0.24 Cash & Bank Balances at the beginning of the year as per (Refer Note 16) 110.88 41.80 Less: Bank Deposits with original maturity over three months for the previous year 0.24 0.28 Effect of exchange rate changes on cash and cash equivalents (0.51) (1.73)

3.42 67.39 # Cash & Bank Balances Comprises :

a) Cash and Cash Equivalents Cash on hand 0.03 0.02 Cheques, drafts on hand 0.88 23.44 Current Account with banks 31.02 56.56 Bank Deposits less than 3 months maturity 82.00 30.00

b) Other Bank Balances Earmarked balance with banks 0.64 0.49 Pledged/lien with Banks 0.39 0.37

114.96 110.88

(Amount in ` Crore)

Year endedMarch 31, 2012

Year endedMarch 31, 2011

62

Note 1Company Overview

Note 2Significant Accounting Policies

TATA Technologies Limited ("TTL or the Company") was incorporated on August 22, 1994 as a Private Limited company in the name of Core Software Systems Private Limited. The name of the Company was subsequently changed to Tata Technologies (India) Limited. On February 8, 2001, the Company changed its name from Tata Technologies (India) Limited to Tata Technologies Limited. The Company's range of services includes IT Consultancy, SAP implementation and maintenance, providing networking solutions, 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 that enables it to provide high quality, cost-effective services to clients in India.

a. Basis of Preparation of Financial Statements

The financial statements are prepared under the historical cost convention, in accordance with Indian Generally Accepted Accounting Principles (GAAP). GAAP comprises the mandatory accounting standards notified under the Companies (Accounting Standards Rules, 2006). Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

b. Use of Estimates

The preparation of the financial statements in conformity with GAAP requires the management of the Company (Management) to make estimates and assumptions that affect the reported amounts of revenue and expenses during the period / year and balances of assets and liabilities and disclosures relating to contingent liabilities as at the date of financial statements. Provisions are made for all known losses and liabilities, future unforeseeable factors that may affect the profit on fixed price service contracts and also towards likely expenses for providing post-sales client support on such contracts.

c. Revenue Recognition

Revenue from services on time and materials contracts is recognized when services are rendered and related costs are incurred i.e. based on certification of time sheets and billed to clients as per the terms of specific contracts. In case of fixed price contracts, revenue is recognized over the life of the contract based on milestones achieved as specified in the contracts 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 recognized proportionately over the period 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 when no 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 the end user.

d. Fixed Assets

Fixed assets are stated at cost, less accumulated depreciation. Costs include all expenses incurred to bring the assets to its present location and condition. Direct costs are capitalized till the assets are ready for use and include financing costs relating to any borrowing attributable to the acquisition of qualifying fixed assets. Software not exceeding Rs. 25,000 is charged off to the profit and loss account.

e. Depreciation

Depreciation on Fixed Assets is provided on Straight Line Method (SLM) at the rates specified in the schedule XIV to the Companies Act, 1956, except as follows:

Notes forming part of financial statements

Type of Asset Depreciation PercentageLeasehold Land Lease Period Leasehold Improvements Lease Period Buildings 4% to 6.67%Plant and Machinery 4.75% to 20%Computer Equipments 25% to 50%Vehicles 9.5% to 33.33%

License Period Software Licenses

25% to 50%

63

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Depreciation on additions to Fixed Assets is provided from the month of acquisition of the Asset.Depreciation on Assets sold / scraped during the period is provided for 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 in the year of purchase.

f. Leases

Assets leased by the Company in its capacity as lessee, where the Company has substantially all the risks and rewards of ownership are classified as finance lease. Such lease are capitalised at the inception of the lease at lower of the fair value or the present value of the minimum lease payments and a liability is created for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year.Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor, are recognized as operating lease. Lease payments under operating leases are recognized in the Profit & Loss account on a straight line basis.

g. Foreign Currency transactionsIncome and expenses in foreign currencies are recorded at the exchange rates prevailing on the date of the 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 & Loss Account. Premium or discount on forward contracts is amortised over the life of such contract and is recognized as income or expense in the profit and Loss Account.

h. InvestmentsInvestments are classified into current investments & long term investments. Current investments are carried at lower of cost and market value. Any reduction in carrying amount and reversals 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 other than temporary in nature.

I. Impairment of AssetsAt each balance sheet date, the Company reviews using internal resources the carrying amounts of its fixed assets to determine whether there is any indication that the assets suffered an impairment loss. If any such condition exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment loss. Recoverable amount is the higher of an asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows expected from continuing use of the asset and from its disposal are discounted to their present value using a pre tax rate that reflects the current market assessments of time 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. InventoriesInventories are valued at lower of cost or net realizable value. Cost is ascertained on a moving weighted average basis.

k. Employee Benefitsi. Gratuity

The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days salary payable 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 accounts for the liability for gratuity benefits payable in future based on an independent actuarial valuation as on the Balance Sheet date.

ii. SuperannuationThe 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 are the members of the defined benefit superannuation plan are entitled to benefits depending on the years 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 superannuation benefits payable in future under the plan based on an independent actuarial valuation as on the Balance Sheet date.With effect from April 1, 2003, this plan was amended and benefits earned by covered employees have been protected as at March 31, 2003. Employees covered by this plan are prospectively entitled

64

to benefits computed on a basis that ensures that the annual cost of providing the pension benefitswould not 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. Such

contributions are recognized as an expense when incurred. The Company has no further obligation beyond this contribution.

iii. Bhavishya Kalyan Yojana (BKY)Bhavishya Kalyan Yojana is an unfunded defined benefit plan. The benefits of the plan 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 appropriate authority. The monthly payment to dependents of the deceased /disabled employee under the plan equals 50% of the salary drawn at the time of death or accident or a specified amount, whichever is higher. The Company accounts for the liability for BKY benefits payable in future based on an independent actuarial valuation as on the Balance Sheet date.

iv. Post-retirement Medicare SchemeUnder this Scheme employees get medical benefits subject to certain limits of amount, periods after retirement 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 independent actuarial valuation as on the Balance Sheet date.

v. Provident FundThe eligible employees of the Company are entitled to receive benefits under the provident fund, a defined contribution plan, in which both employees and the company make monthly contributions at a specified percentage of the covered employees’ salary (currently 12% of employees’ salary). The provident fund contributions, as specified under the law, are paid to the provident fund set up as irrevocable trust by the Company and pension amount is paid to Regional Provident Fund Commissioner and the Central Provident Fund under the State Pension Scheme. The contributions paid during the year are charged to Profit and Loss account.

vi. Compensated absencesThe Company provides for the encashment of leave or leave with pay subject to certain rules. The employees are entitled to accumulate leave subject to certain limits, for future encashment. The liability is provided based on number of days of unutilized leave at each balance sheet date on the basis of an independent actuarial valuation as on the Balance Sheet date.

l. Taxation

Current income tax expense comprises taxes on income from operations in India and foreign tax jurisdictions. Current Income tax payable in India is determined in accordance with the provisions of Income Tax Act, 1961 and current income tax expense relating to overseas operations is determined in accordance 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 taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets and liabilities are measured using the tax rates and the tax laws that 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 only to the extent that there is virtual certainty that taxable income will be available to realize these assets. All other deferred tax assets are recognized only to the extent that there is reasonable certainty that future taxable income will be available to realize such assets.

m. Employee 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 Stock Option Plan 2001 (TTESOP 2001) in 2000-01. As per the Plan, the options were granted at fair value as determined by an independent valuer as on the date of the grant and hence no compensation cost has been recognized.

n. Cash flow statementCash flows are reported using indirect method, whereby net profits after tax is adjusted for the effects of transactions 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 are segregated.

65

Eighteenth Annual Report 2011-12

Tata Technologies Limited

o. Earnings per share

The earnings considered in ascertaining the Company's earnings per share comprise the net profit after tax and include the post-tax effect of any extra-ordinary items. The number of shares used in computing basic earnings per share, is the weighted average number of shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises the shares considered for deriving basic earnings per share and also number of equity shares that could have been issued on the conversion of all dilutive potential equity shares.

p. Borrowing costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset. Borrowing costs are capitalized as part of the cost of a qualifying asset when it is probable that they will result in future economic benefits to the enterprise and the costs can be measured reliably. Other borrowing costs are recognized as an expense in the period in which they are incurred.

q. Provisions, contingent liabilities and contingent assets

A provision is recognized when the Company has a present obligation as a result of past event 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 retirement benefits) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect current best estimates. Contingent liabilities are not recognized in the financial statements. A contingent asset is neither recognized nor disclosed in the financial statements.

r. Financial Assets / Financial Liabilities :

Financial Assets: (a) cash;(b) an equity instrument of another entity;(c) a contractual right:

(i) to receive cash or another financial asset from another entity; or(ii) to exchange financial assets or financial liabilities with another entity under conditions that

are potentially favourable to the entity; or(d) a contract that will or may be settled in the entity's own equity instruments and is:

(i) a non-derivative for which the entity is or may be obliged to receive a variable number of the entity's own equity instruments; or

(ii) a derivative that will or may be settled other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of the entity's own equity instruments. For this purpose the entity's own equity instruments do not include instruments that are themselves contracts for the future receipt or delivery of the entity's own equity instruments.asset for a fixed number of the entity's own equity instruments. For this purpose the entity's own equity instruments do not include instruments that are themselves contracts for the future receipt or delivery of the entity's own equity instruments.

Financial Liabilities :(a) a contractual obligation:

(i) to deliver cash or another financial asset to another entity; or(ii) to exchange financial assets or financial liabilities with another entity under conditions that

are potentially unfavourable to the entity; or(b) a contract that will or may be settled in the entity's own equity instruments and is:

(i) a non-derivative for which the entity is or may be obliged to deliver a variable number of the entity's own equity instruments; or

(ii) a derivative that will or may be settled other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of the entity's own equity instruments. For this purpose the entity's own equity instruments do not include instruments that are themselves contracts for the future receipt or delivery of the entity's own equity instruments.

66

Notes forming part of financial statements

NOTE -3 (Amount in ` Crore)

Note 3(i) Reconciliation of number of shares outstanding :

Particulars

Note 3(ii) Shares in the Company held by each shareholder holding more than 5 percent shares

SHARE CAPITAL

Authorised :

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

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

60.70 60.70

Issued, subscribed and fully paid :

42,970,138 equity shares of Rs. 10/- each(P.Y. 37,315,255 ordinary shares of Rs. 10/- each) 42.97 37.32

42.97 37.32

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

No. of SharesAmount in

` croreNo. of Shares

Amount in` crore

As at Mar 31, 2012 As at Mar 31, 2011

Equity shares

Number of shares as at April 1, 2011 37,315,255 37.32 37,244,591 37.24 Add: Shares issued under ESOP scheme 35,125 0.04 70,664 0.08 Add: Issued under preferencial allotment 5,619,758 5.61 - - Number of shares as at March 31, 2012 42,970,138 42.97 37,315,255 37.32

Equity Shares

(a) Tata Motors Limited 30,300,600 70.52 30,300,600 81.20 (b) Alpha TC Holdings Pte Ltd. 3,746,505 8.72 - -

34,047,105 79.24 30,300,600 81.20

ParticularsAs at Mar 31, 2012 As at Mar 31, 2011

No. of Shares No. of Shares%

Holding%

Holding

67

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Note 3(iii) Of the above 30,300,600 shares (P.Y. 30,300,600 shares) equity shares are held by holding company (Tata Motors Limited)

Note 3(iv) 114,671 shares (as at Mar 31, 2012) of Rs.10 each were outstanding towards employee stock options granted/available for grant

Note 3(v)

Number of options granted, Exercised and forfeited

Options granted, beginning of the year 108,539 180,803Granted during the year - -Exercised during the year (35,125) (70,664)Cash less options exercised during the year - -Forfeited during the year (4,463) (1,600)Option granted, end of year 68,951 108,539

Note 4

RESERVES AND SURPLUS(Amount in ` Crore)

Note 4(i) Changes in Securities Premium Account

2011-12 2010-11

Additions DeductionsParticulars

Additions Deductions

Notes forming part of financial statements

(Amount in ` Crore)

(a) Additions during current year 135.62 0.50 -(b) Expenses for issuance of new shares - 2.73 - -(c) Capital Reduction adjustments during

the year (Refer Note 4 (iv)) 0.76 - 6.90 - 136.38 2.73 7.40 -

As atMar 31,

2011

As atMar 31,

2012Particulars Additions Deductions

(a) Securities Premium Account i) Securities Premium Account [Note 4 (i)& (iv)] 216.37 136.38 2.73 350.02 ii) Securities Premium identified separately

for consolidation [Note 4 (i)& (iv)] 23.91 - 0.75 23.16

(b) General Reserve 34.65 14.00 - 48.65

(c) Surplus i.e. balance in statement of Profit and Loss [Note 4 (iii)] 128.62 130.71 92.60 166.73

403.55 281.09 96.08 588.56

2011-12 2010-11

68

Note 4(ii) Changes in Securities Premium identified seperately for consolidation

2011-12 2010-11

Additions DeductionsParticulars

(Amount in ` Crore)

Additions Deductions

Note 4(iii) Changes in Statement of Profit and Loss :

Note 4(iv)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 High Court of Judicature at Mumbai vide its order dated April 16, 2010, the Company had utilized balance in the securities premium account to the tune of Rs. 46.66 Crore towards one time charges/cost (including change in accounting policy for provision for doubtful debts) incurred by the Company and its subsidiary companies. The amounts relating to the Company amounting to Rs.17.31 crores had been adjusted to the Securities Premium Account. An amount of Rs.29.34 crores equivalent to the total amount of adjustments relating to the subsidiaries had been identified and segregated from the balance in the Securities Premium Account for adjustment on consolidation. Of this total adjustment made, Rs.1.58 crores and Rs.16.58 crores related to provision for doubtful debts of the Company and its subsidiary companies respectively on account of change in accounting with regard to provision for doubtful debts. During the year ended March 31, 2012, the Company and its subsidiary companies have received amounts aggregating to Rs. 0.01 Crore (Rs. 1.47 Crore for the year ended March 31, 2011) and Rs. 0.75 Crore (Rs. 5.43 Crore for the year ended March 31, 2011) respectively against the balances for which the provision were made on account of change in accounting policy. Consequently, such excess provisions for doubtful debts on account of the said collections have been written back to the securities premium account.

Notes forming part of financial statements

(Amount in ` Crore)

Capital Reduction adjustments during the year (Refer Note 4 (iv)) - 0.75 - 5.43

- 0.75 - 5.43

2011-12 2010-11

Additions DeductionsParticulars

Additions Deductions

(a) Profit for the year 130.71 - 97.05 - (b) Final Dividend - 29.60 - 18.64 (c) Interim Dividend - 38.03 - 26.09 (d) Tax on Final Dividend - 4.80 - 3.02 (e) Tax on Interim Dividend - 6.17 - 4.33 (f ) General Reserve - 14.00 - 10.00

130.71 92.60 97.05 62.08

69

Eighteenth Annual Report 2011-12

Tata Technologies Limited

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

Note 5(Amount in ` Crore)

Note 5(i) Long term maturity of finance lease obligations

(Amount in ` Crore)

Total of Minimum lease paymentsNot later than one year 0.10 0.10 Later than one year and not later than five years 0.23 0.33

0.33 0.43

Less: Interest 0.05 0.09 0.28 0.34

Present Value of Minimum lease paymentsNot later than one year 0.07 0.06 Later than one year and not later than five years 0.21 0.28

0.28 0.34

The company has entered into finance lease arrangements for servers

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

LONG TERM BORROWINGS

(A) Secureda) Banks

(i) Vehicle Loans [Secured by hypothecation of vehicles] ## 0.32 0.42 b) Others

(i) Vehicle Loans [Secured by hypothecation of vehicles] ## 0.09 0.14 (ii) Long term maturity of finance lease obligations 0.21 0.28

# (Refer Note 5 (I)) (Secured against fixed assets obtained under finance arrangements)

0.62 0.84 Notes: # Terms of repayment - Equated Quarterly Instalment

## Terms of repayment - Equated Monthly Instalment

Notes forming part of financial statements

70

Note 6(Amount in `Crore)

Note 7

Notes forming part of financial statements

(Amount in `Crore)

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

DEFERRED TAX ASSET / (LIABILITIES) (NET)

Deferred tax liabilities:Depreciation 8.34 7.86

Sub Total 8.34 7.86 Deferred tax assets:Provision for expenses u/s. 43B 2.95 8.04 Provision for doubtful debts 0.41 0.38 Others 1.23 1.62

Sub Total 4.59 10.04 Deferred Tax Asset /(Liability) Net (3.75) 2.18

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

LONG - TERM PROVISIONS

(a) Provision for employee benefits (Refer Note 7 (i) & 7 (ii)) 7.08 6.17 7.08 6.17

71

Eighteenth Annual Report 2011-12

Tata Technologies Limited G

ratu

ity

Supe

rann

uatio

n

Com

pens

ated

abse

nces

Po

st-re

tirem

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edica

re sc

hem

e BK

Y

Note

7 (i)

: Def

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ben

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pla

ns / l

ong

term

com

pens

ated

abse

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– as

per

actu

aria

l val

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on M

arch

31, 2

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(Am

ou

nt

in `

Cro

re)

2012

20

11

2010

20

09

2012

20

11

2010

20

09

2012

20

11

2010

20

09

2012

20

11

2010

20

09

2012

20

11

2010

20

09

iCo

mpo

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s of e

mpl

oyer

expe

nse

Curre

nt Se

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cost

2.25

1.

34

1.16

1.

14

0.24

0.

20

0.26

0.

27

0.88

0.

60

0.64

0.

21

0.08

0.

19

0.17

0.

28

0.16

0.

09

0.10

0.

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cost

1.16

0.

92

0.89

0.

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0.35

0.

33

0.33

0.

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0.29

0.

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0.35

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0.

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0.

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0.

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0.06

0.

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(1.25

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(0.94

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(0.41

) (0

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(0.39

) (0

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-

-

-

-

-

-

-

-

-

-

-

-

Actu

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2.84

1.

71

(0.02

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0.51

0.

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(0.16

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30

1.05

0.

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(0.17

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(0.17

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0.37

(0

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0.21

0.

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Tota

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5.00

3.

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1.09

0.

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0.69

0.

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0.04

0.

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2.22

1.

82

0.82

1.

79

0.08

0.

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0.66

(0

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0.46

0.

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iiAc

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Cont

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and

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for y

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31 M

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Actu

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paym

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1.39

2.

52

1.13

1.

13

-

0.82

0.

02

0.26

1.

42

1.89

1.

54

1.57

0.

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0.08

0.

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0.04

0.

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0.06

0.

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0.06

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9.91

-

-

-

0.

24

0.20

0.

28

0.31

1.

42

1.87

1.

55

N/A

0.

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0.09

0.

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0.03

0.

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0.07

0.

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iiiNe

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11.06

5.

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5.17

5.

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4.87

4.

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4.14

4.

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4.93

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2.01

2.

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1.42

1.

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0.73

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20.38

11

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12.24

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5.05

5.

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5.47

4.

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-

-

-

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-

-

-

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-

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Net a

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/(lia

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in b

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1.94

(2

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0.12

1.

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(0.5

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0.15

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(4.2

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(1.9

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(2.0

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(1.5

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(0.7

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ivCh

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in D

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11.06

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5.17

5.

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36

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2.01

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1.42

1.

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1.11

0.

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2.25

1.

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0.

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0.26

0.

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0.88

0.

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0.64

0.

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0.

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0.17

0.

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0.16

0.

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1.16

0.

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0.89

0.

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0.35

0.

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0.33

0.

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0.29

0.

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0.35

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17

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0.

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0.

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0.06

0.

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2.05

2.

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(0.15

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(0.12

) 0.

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1.03

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(0.17

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(0.17

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0.37

(0

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0.21

0.

28

(0.08

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Bene

fits p

aid (1

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(2.52

) (1

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(1.13

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(0

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(0.02

) (0

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(1.42

) (1

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(1.54

) (1

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(0.12

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(0.04

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(0.07

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(0.06

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Pres

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year

18.4

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12.1

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5.61

5.

17

5.32

4.

87

4.92

4.

14

4.21

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1.97

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1.

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vCh

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11.39

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12.27

12

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5.06

5.

47

4.77

4.

50

N/A

N

/A

N/A

N

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N/A

N

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N/A

N

/A

N/A

N

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N/A

N

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turn

on pl

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0.47

1.

68

1.10

0.

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(0.25

) 0.

21

0.43

0.

22

N/A

N

/A

N/A

N

/A

N/A

N

/A

N/A

N

/A

N/A

N

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N/A

N

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Actu

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s 9.

91

-

-

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0.24

0.

20

0.28

0.

31

1.42

1.

87

1.55

1.

57

0.11

0.

09

0.04

0.

03

0.07

0.

07

0.05

0.

05

Bene

fits p

aid (1

.39)

(2.52

) (1

.13)

(1.13

) -

(0

.82)

(0.02

) (0

.26)

(1.42

) (1

.87)

(1.55

) (1

.57)

(0.11

) (0

.09)

(0.04

) (0

.03)

(0.07

) (0

.07)

(0.05

) (0

.05)

Plan

asse

ts at

the e

nd of

year

20.3

8 11

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12.2

4 12

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5.05

5.

06

5.47

4.

77

-

-

-

-

-

-

-

-

-

-

-

-

viAc

tuar

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ssum

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ns

Disco

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ate

8.50%

8.50%

8.50%

8.50%

6.75%

6.75%

6.75%

6.75%

8.50%

8.50%

8.50%

8.50%

8.50%

8.50%

8.50%

8.50%

8.5%

8.5%

8.5%

8.5%

Expe

cted R

etur

n on p

lan as

sets

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

Salar

y esca

lation

5% 2%

-5%

2%

-5%

3%

-5%

N

/A

N/A

N

/A

N/A

5%

2%-5

%

2%-5

%

3%-5

%

N/A

N

/A

N/A

N

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5% 2%

-5%

2%

-5%

3%

-5%

M

edica

l cos

t inf

lation

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

vii

The m

ajor

cate

gorie

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lan

asse

ts as

perc

enta

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tota

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sets

Debt

secu

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74.00

%10

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99.73

%10

0%10

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100.0

0%99

.16%

100%

N/A

N

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N/A

N

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N/A

N

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N/A

N

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N/A

N

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Balan

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26.00

%0.0

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0% N

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N

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N/A

N

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N/A

N

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N/A

N

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N/A

N

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viii

Effe

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one p

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cent

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incr

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On

e per

cent

age p

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as

sum

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l inf

latio

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tein

Med

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tion

rate

de

crea

se in

Med

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nfla

tion

rate

2012

20

11

2010

20

09

2012

20

11

2010

20

09

DBO

as at

31 M

arch

2.02

0.

30

2.17

1.

50

1.93

0.

28

1.93

1.

35

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r the

year

0.08

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27

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cost

for t

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ar 0.

16

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13

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72

Note 8(Amount in ` Crore)

Note 9

Note 7 (ii) :Defined contribution plans :

The Company’s contribution to defined contribution plan aggregated Rs. 13.15 crores (2010-11 Rs. 10.73 crores) for the year ended March 31, 2012 has been recognised in the statement of Profit and Loss Account.

Notes :(a) 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.(b) 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.(c) Also refer note 2 (k) for brief description of employee benefit schemes.

(Amount in ` Crore)

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

OTHER CURRENT LIABILITIES

(A) Financials(a) Interest accrued but not due on borrowings 0.03 0.02 (b) Current maturities of long term debt 0.43 0.32 (c) Current maturities of finance lease obligations (Refer note 5(i)) 0.07 0.06 (d) Unpaid dividends 0.63 0.49

1.16 0.89 (B) Non Financials

(a) Statutory dues 5.57 5.62 (b) Advance and Progress payments 1.73 0.41

7.30 6.03 8.46 6.92

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

SHORT-TERM PROVISIONS

(a) Provision for Employee benefits (Refer Note 7 (i) & 7(ii)) 1.32 1.10 (b) Provision for Final Dividend 29.60 18.64 (c) Provision for Tax on Dividend 4.80 3.02

35.72 22.76

Notes forming part of financial statements

73

Eighteenth Annual Report 2011-12

Tata Technologies Limited

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75

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Note 12

(Amount in ` Crore)Note 13

Notes forming part of financial statements

(Amount in ` Crore)

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

NON - CURRENT INVESTMENTS Trade InvestmentsInvestments in Equity instruments (Unquoted at cost)i) Subsidiaries

(a) Tata Technologies Inc (150,000 (P.Y. 150,000) shares. 15.57 15.57 of non-voting Class 'A’ common stock with no Par value)

(b) Tata Technologies Pte Ltd, Singapore, a 100% subsidiary company 203.34 203.34 (86,463,759 (P.Y. 86,463,759) ordinary shares with no par value)

ii) Joint VenturesTata HAL Technologies Ltd (formerly known as INCAT HAL Aerostructures Ltd)

- 4,320,000 (P.Y. 3,070,000) equity shares of Rs. 10 eachfully paid (50% JV with HAL) 4.32 3.07

- Share Application money paid - 1.25 Other Investments (Quoted) *i) Investment in Bonds

- 11% NCD of Tata Motors Finance Limited 5.00 - ii) Investments in Mutual Fund

- Axis Fixed Term Plan - Series 21 (394 days)-Growth 2.50 - - BSL Fixed Term Plan - Sr. ES - Growth 2.00 - - Reliance Fixed Horizon Fund - XXI - Sr 18-Growth 5.00 - - Birla Sun Life Fixed Term Plan Series DU - Growth 2.00 - - HDFC FMP 400 Days-Feb 2012-1 - Series XXI 2.50 - - Tata FMP Series 39 Scheme-Growth 2.50 - - ICICI FMP Series 62 - 396 Days Plan F Cum 2.50 - - ICICI FMP Sr. 63 - 384 Days Plan A Cum- 5.00 - - BSL Fixed Term Plan - Series EV-Growth 5.00 - - Kotak FMP Series 80-Growth 5.00 - - JP Morgan India - FMP - Series 6- Growth 4.00 -

* (Note: Market value of quoted investments Rs. 43.35 Crore ( P.Y. Rs. Nil)

266.23 223.23

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

LONG - TERM LOANS AND ADVANCES

Unsecured (Considered Good)(A) Financial

(a) Security Deposits 1.49 0.37 (b) Loans to employees 0.17 0.22 (c) Loans to Others 2.22 -

3.88 0.59(B) Non Financial

(a) Capital Advances 0.19 0.03 (b) Deposits with Government and others 0.38 0.39

0.57 0.42

4.45 1.01

76

Note 14 (Amount in ` Crore)

Notes forming part of financial statements

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

CURRENT INVESTMENTS - OTHERS

a) Investments in Mutual Fund (Unquoted)Current Investments (At Cost or Fair value whichever is lower)HDFC F R I F - STF - WP - Daily Dividend - 2.97 Reliance Money Manager Fund - Institutional Option - DDR - 9.90 Jpmorgan India Treasury Fund- Super Inst. Daily Div Plan- Reinvest - 2.07 TATA Fixed Income Portfolio Fund Scheme B3 Reg Quarterly - 4.13 ICICI Prudential Interval Fund Half Yearly Interval Plan - I Institutional Dividend - 2.06 Kotak FMP 6M Series 10 - Dividend - 1.00 BSL Interval Income Fund-INSTL-Quarterly-Series 1-Dividend-Payout - 0.50 BSL Qtly Interval - Series 4 - Dividend - Payout - 1.98 Kotak Quarterly Interval Plan Series 4 - Dividend - 0.90 IDFC Money Manager Fund - TP - Super Inst Plan C - DDR - 9.09 TATA Floaters Fund - DDR - 10.90 Birla Sun Life Savings Fund - Insti. - DDR - 2.02 UTI-floating rate fund-short term plan-Institutional daily dividend plan - Reinvestment - 1.03 UTI Treasury Advantage Fund - IP DDR - 6.06 TATA FMP Series 28 Scheme A Dividend - 3.00 SBI SHDF Ultra Short Term - IP - DDR - 9.95 Birla Short Term FMP Series 7 Dividend - 1.00 IDBI Ultra Short Term Fund - DDR - 2.53 BSL Short Term FMP Series 8 - Div - Payout - 1.00 Religare FMP Series V - Plan F (91 days)- Dividend - 2.00 TATA Fixed Income Portfolio Fund Scheme B2 Regular Monthly Dividend - 3.02 IDFC Savings Advantage Fund - Plan A - DDR - 4.03 UTI Fixed Income Interval Fund-Monthly Interval Plan-II-InstitutionalDividend Plan-Payout - 2.00 JP Morgan India Fixed Maturity Plan 95D Series 1 - Dividend Plan - Payout - 1.70 IDFC Fixed Maturity Monthly Series - 30 Dividend - 5.00 SBI Debt Fund Series - 90 Days - 42 - Dividend - 1.00 IDBI Liquid Fund - DDR - 4.00 DWS Money Plus Fund - Institutional DDR - 1.25 Religare Credit Opportunities Fund institutional Growth 35.57 - Principal Cash Management Fund - Growth 50.00 - Baroda Pioneer Treasury Advantage Fund IP Growth 20.00 -

105.57 96.09 b) Investments in Mutual Fund (Quoted)*

DWS Fixed Term Series 87 - Div. Payout 5.50 - JM Fixed Maturity Fund Series XX Plan A 2.00 - TATA Fixed Maurity Plan Series 36 Scheme B 2.00 - UTI Fixed Term Income Fund - Series X - VII - Growth 5.00 - BSL Fixed Term Plan - Series EI- Growth 5.00 - JP Morgan India Fixed Maturity Plan - Sr 8 -Growth 20.00 - DSP FMP Series 23 - 12M-Growth 2.00 -

41.50 - *Note: Market value of quoted investments Rs. 41.93 Crore( P.Y. Nil)

147.07 96.09

77

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Note 15(Amount in ` Crore)

Note 16

Note 17

Notes forming part of financial statements

(Amount in ` Crore)

(Amount in ` Crore)

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

TRADE RECEIVABLES(Unsecured, considered good unless otherwise stated)(a) Trade receivables due for a period exceeding six months

Considered good 0.92 0.11 Considered doubtful 2.62 2.25

3.54 2.36 Less : Allowances for doubtful debts 2.62 2.25

0.92 0.11 (b) Other Trade Receivables

Considered good 90.39 62.11 Considered doubtful - 0.28

90.39 62.39 Less : Allowances for doubtful debts - 0.28

90.39 62.11

91.31 62.22

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

CASH AND BANK BALANCES(A) Cash and Cash Equivalents

(a) Cash on hand 0.03 0.02 (b) Cheques, drafts on hand 0.88 23.44 (c) Current Account with banks (Refer Note (i)) 31.02 56.56

(d) Bank Deposits less than 3 months maturity 82.00 30.00

(B) Other Bank Balances(a) Earmarked balance with banks 0.64 0.49 (b) Pledged/lien with Banks 0.39 0.37

114.96 110.88 Note:(i) In foreign currencies 29.78 40.62

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

OTHER CURRENT ASSETS(A) Financials

(a) Interest Accrued on deposits and investments 1.71 0.58 (b) Bills of Exchange 36.59 - (c) Unbilled Revenue - 1.53

38.30 2.11 (B) Non Financials

(a) Advances to suppliers and contractors 5.07 2.44 (b) VAT, other taxes recoverable, statutory deposits 1.31 2.14 (c) Prepaid expenses 1.74 0.83 (d) Unamortized Premium on forward contract 0.66 -

8.78 5.41

47.08 7.52

78

Notes forming part of financial statements

Note 18(Amount in ` Crore)

Note 19

Note 19 (i) Earning per Share

Note 19 (ii) Contingent Liabilities (Amount in ` Crore)

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

SHORT TERM LOANS AND ADVANCESUnsecured (Considered Good)(A) Financials

(a) Deposit with Financial Companies 10.00 - (b) Inter Corporate Deposits (Refer Note 19 (viii) (b)) 30.00 - (c) Loans and advances to related parties (Refer Note 19 (viii) (b)) 7.45 5.86 (d) Security Deposits 0.05 0.01 (e) Loans and Advances employees 1.68 1.30

Less : Allowances for doubtful loans and advances 0.04 0.0449.14 7.13

(B) Non FinancialsDeposits with Government and others 0.03 0.01

49.17 7.14

2011-12 2010 - 2011Particulars

Earnings Per Share

(a) Profit after tax ` crores 130.71 97.05 (b) The weighted average number of Ordinary

Shares for Basic EPS Nos. 42,279,184 37,273,672

(c) The nominal value per Ordinary Share ` 10.00 10.00

(d) Earnings Per Share (Basic) ` 30.91 26.04

(e) Profit after tax for Basic & Diluted EPS ` crores 130.71 97.05 (f ) The weighted average number of Ordinary

Shares for Basic EPS Nos. 42,279,184 37,273,672 (g) Add: Adjustment for Employee Stock Options Nos. 114,671 149,796 (h) The weighted average number of Ordinary

Shares for Diluted EPS Nos. 42,393,855 37,423,468

(i) Earnings Per Shares (Diluted) ` 30.83 25.93

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

(a) Income Tax demands disputed in appeals 1.98 2.19 (b) Sales Tax demands disputed in appeals 21.81 0.53 (c) Service Tax demands disputed in appeals 3.39 3.14 (d) Corporate Guarantees issued to Bank in respect of loan taken 257.35 228.14

by subsidiary companies

79

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Additional information to the Financial Statements

Note 19 (iii) Remittances in Foreign Currency for Dividend The particulars of dividends remitted in foreign currencies to non-resident shareholders are as under:

Note 19 (iv) Derivative transactionThe Company uses forward exchange contracts to hedge its exposure in foreign currency. The information on derivative instruments is as follows:

1 . Derivative instruments outstanding as at March 31, 2012:

Sold EUR/USD EUR 0.02 1.65 Sold GBP/USD GBP 0.20 16.67 Sold USD/INR USD 0.50 25.44 Sold USD/INR USD 0.09 4.75 Bought USD/GBP USD 0.33 16.61 Bought USD/EUR USD 0.03 1.65 Bought USD/INR USD 0.50 25.44 - - - -

ForwardExchangecontracts

March 31, 2012

March 31, 2011

Particulars As At Bought/SoldAmount in

Foreign currencyAmount in

` Crore

2011 - 12 2010 - 11Particulars

Number of non-resident shareholdersFY 2009-10 - Final dividend No. - 6 FY 2010-11 - Interim dividend No. - 5 FY 2010-11 - Final dividend No. 5 - FY 2011-12 - Interim dividend No. 11 -

Number of shares held by themFY 2009-10 - Final dividend No. - 4,246,889 FY 2010-11 - Interim dividend No. - 3,434,897 FY 2010-11 - Final dividend No. 3,434,897 - FY 2011-12 - Interim dividend No. 21,544,206 -

Gross amount of dividend

FY 2009-10 - Final dividend ` Crore - 2.97

FY 2010-11 - Interim dividend ` Crore - 2.40

FY 2010-11 - Final dividend ` Crore 1.72 -

FY 2011-12 - Interim dividend ` Crore 6.05 -

80

Additional information to the Financial Statements

2. Foreign exchange currency exposures not covered by derivative instruments as at Mar 31, 2012:

(Amount in Crore)

Amount in Foreign Currency Equivalent amount in INR Amount in Foreign Currency Equivalent amount in INR

As At Mar 31, 2012 As At Mar 31, 2011Particulars Currency

Sundry Debtors EUR 0.02 1.46 0.04 2.35 CAD - 0.09 - - GBP 0.05 4.15 0.14 9.69 THB 0.01 0.02 - - USD 0.02 0.86 0.50 22.40 ZAR 0.01 0.08 - -

Loans & Advances EUR 0.01 0.34 - 0.03 GBP 0.05 4.29 - 0.24 THB 0.42 0.69 0.18 0.26 USD 0.01 0.69 0.01 0.67 ZAR - 0.01 - -

Sundry Creditors EUR - 0.28 - 0.20 GBP - 0.05 0.01 0.86 SGD - - - 0.03 THB 1.18 1.94 0.06 0.09 USD - - 0.13 5.72

Unsecured Loan USD 0.60 30.53 1.09 48.45

Loan to subsidiary USD - - 0.06 2.63

Current account USD 0.23 11.47 0.91 40.62 with Bank EUR 0.02 1.65 - -

GBP 0.20 16.67 - -

Note 19 (v) Information as required as per Revised Schedule VI to the Companies Act.

(Amount in ` Crore)

2011 - 12 2010 - 11Particulars

Earnings in foreign currencyServices 179.45 110.14 Commission 0.41 0.48 Interest - 0.29

Sub Total 179.86 110.91 CIF Value of imports

Capital Goods 13.06 3.83 Revenue Items 1.14 0.73

Sub Total 14.20 4.56 Expenditure in foreign currency:

Travel / Training Expenses 4.41 3.90 Software services 37.10 27.93 Purchases for Trading Business - - Interest 0.70 0.93 Commission 3.73 3.06 Other Expenses 0.17 0.18

Sub Total 46.11 36.00

81

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Note 19 (vi) Dues to micro, small and medium scale enterprisesBased 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.

Note 19 (vii) Segment ReportingPrimary SegmentSegment reporting is made on the basis of geographical location of the customer.

Additional information to the Financial Statements

(Amount in ` Crore)

Fixed assets used in the Company’s business or liabilities contracted have not been identified to any of the reported segments, as fixed assets and services are used interchangeably by reported segments.Secondary segmentThe complete operations of the Company have been treated as a single segment “Information Technology Services”.Previous year figures have been shown in italic.

Revenues 76.16 464.47 80.49 15.04 7.84 644.00 59.50 383.66 32.95 12.22 4.84 493.16

Identifiable operating expenses 61.30 299.82 43.51 12.77 5.87 423.27 48.67 242.34 22.29 10.50 4.54 328.33

Allocated expenses 3.87 10.51 4.10 0.77 0.37 19.62 2.01 7.82 1.12 0.41 0.16 11.53

Segmental operating income 10.99 154.13 32.88 1.50 1.61 201.12 8.81 133.50 9.55 1.30 0.14 153.31

Unallocable expenses 47.99 36.96

Other Income 23.35 10.76

Net profit before taxes 176.47 127.10

Taxes 45.77 30.06

Net profit after taxes 130.71 97.05

Particulars USA IndiaRest ofEurope

Rest ofthe World

UK Total

82

Additional information to the Financial Statements

1 Parent Company Tata Motors Limited

2 Subsidiary Tata Technologies Pte.Limited, Singapore

3 Indirect Subsidiaries 1 Tata Technologies (Thailand) Limited2 INCAT International Plc.3 Tata Technologies Europe Limited4 INCAT GmbH5 Tata Technologies Inc6 Tata Technologies de Mexico, S.A. de C.V.7 Tata Technologies (Canada) Inc.

4 Fellow subsidiaries 1 TAL Manufacturing Solutions Ltd.2 TML Driveline Ltd.3 Sheba Properties Ltd.4 Concorde Motors (India) Ltd.5 Tata Daewoo Commercial Vehicle Co.Ltd.6 Tata Motors Insurance Broking & Advisory Services Ltd.7 Tata Motors European Technical Centre Plc.8 Tata Motors Finance Limited9 Tata Marcopolo Motors Ltd.10 Tata Motors (Thailand) Ltd.11 TML Holdings Pte Ltd., Singapore12 TML Distribution Company Limited13 Tata Hispano Motors Carrocera S.A.14 PT Tata Motors Indonesia (incorporated on December 29, 2011)15 Tata Motors (SA) (Proprietory) Limited16 Miljobil Grenland AS 17 Jaguar Land Rover PLC (name changed from JaguarLandRover

Limited with effect from April 6, 2011)18 Jaguar Cars Ltd19 Jaguar Cars Overseas Holdings Ltd 20 Jaguar Land Rover Austria GmbH21 Jaguar Belux NV 22 Jaguar Land Rover Japan Ltd.23 Jaguar cars South Africa (pty) Ltd24 Jaguar Italia SPA (merged into Land Rover Italia w.e.f. December 31,

2011)25 Jaguar Cars Exports Ltd 26 The Daimler Motor Company Ltd 27 The Jaguar Collection Ltd 28 Daimler Transport Vehicles Ltd 29 S.S. Cars Ltd 30 The Lanchester Motors Company Ltd 31 Jaguar Hispania Sociedad 32 Jaguar Land Rover Deutschland (name changed from Jaguar

Deutschland GmbH w.e.f November 28, 2011)33 Land Rover34 Land Rover Group Ltd35 Jaguar Land Rover North America LLC

Note 19 (viii) Related Party Disclosures for the year ended March 31, 2012.

a) Related party and their relationship

83

Eighteenth Annual Report 2011-12

Tata Technologies Limited

36 Land Rover Belux S.A./N.V 37 Land Rover Ireland Ltd 38 Jaguar Land Rover Nederland BV39 Jaguar Land Rover Portugal - Veiculos e Pecas LDA40 Jaguar Land Rover Australia Pty Ltd.41 Land Rover Exports Ltd 42 Jaguar Land Rover Italia SpA (name changed from Land Rover

Italia SpA w.e.f December 31, 2011)43 Land Rover Espana SL 44 Land Rover Deutschland GmbH (merged into Jaguar

Deutschland e.e.f. November 28, 2011)45 Jaguar Land Rover Korea Company Ltd46 Jaguar Land Rover Automotive Trading (Shanghai) Company Ltd.47 Jaguar Land Rover Canada ULC48 Jaguar Land Rover France, SAS49 Jaguar Land Rover (South Africa) (Pty) Ltd.50 Jaguar Land Rover Brazil LLC51 Limited Liability Company "Jaguar Land Rover" (Russia)52 Land Rover Parts Limited53 Land Rover Parts US LLC (dissolved w.e.f September 30, 2011)54 Jaguar Land Rover (South Africa) Holdings Ltd. (incorporated on

September 9, 2011)55 Tata Hispano Motors Carrosseries Maghreb56 Tata Daewoo Commercial Vehicle Sales and Ditsribution Co. Ltd.57 Tata Precision Industries Pte. Ltd.58 Tata Engineering Services Pte Ltd.59 Trilix S.r.l.

5 Joint Venture TATA HAL Technologies Limited

6 Associates of Parent Company 1 Tata Cummins Ltd 2 Tata Precision Industries (India) Ltd.3 Fiat India Automobiles Ltd.4 Spark44 (JV) Ltd. (w.e.f. June 27, 2011)5 Jaguar Cars Finance Ltd.6 Automobile Corporation of Goa Ltd7 Nita Co Ltd 8 Telco Construction Equipment Co.Ltd.9 Tata AutoComp Systems Ltd

7 Key Management Personnel Mr. P. R. McGoldrick

Note 19 (viii) Continued...

84

Additional information to the Financial Statements

b) Transactions with related parties

A statement of transactions with related parties is attached here with.

ParticularsParent

CompanyFellow

subsidiaries SubsidiariesJoint

Venture

Associatesof Parentcompany

KeyManagement

Personnel

Purchase of goods - - 0.76 - - - - - -

Sale of goods(inclusive of sales tax) 35.44 - 0.49 1.11 1.36 - (32.25) (-) (0.09) (0.58) (0.05) -

Services received 1.64 - 37.03 0.60 - - (-0.007) (1.69) (33.47) (2.70) (0.17) -

Services rendered 336.30 11.27 175.26 0.35 2.46 - (262.25) (17.09) (91.74) (0.02) (6.01) -

Finance placed (including loans, equity 461.40 25.01 - - - - & ICD) (271.00) - - - -

Finance received back (including loans, 459.40 - - - - - equity & ICD) (326.00) - - - - -

Interest/Dividend paid/(received)(net) (1.92) 12.93 0.00 - - - (-5.53) - (-0.29) - - -

Remuneration 0.30 (0.30)

Amount receivable 17.38 2.86 55.88 4.54 0.30 - (21.76) (1.12) (25.63) (0.31) (0.72) -

Amount payable 0.18 - 5.24 - 0.00 0.20 (0.45) (-0.001) (5.47) (0.71) (-) (0.20)

Amount receivable (in respect of loans, 2.00 25.69 - - - - Equity, ICD, Bonds) (-) (-) (2.63) - - -

Amount payable (in respect of loans, - (0.03) - - - - Equity, ICD, Bonds) - (0.01) - - (0.03) -

Previous year’s figures have been shown in bracket.

Disclosure of material transactions:Services received:Tata Technologies Inc Rs. 24.47 crores (March 31, 2011 Rs. 21.92 crores)

Tata Technologies Europe Ltd. Rs. 4.58 crores (March 31, 2011 Rs. 6.11 crores)

Tata Technologies (Thailand) Ltd. Rs. 4.10 crores (March 31, 2011 Rs. 2.21 crores)

Services rendered: Tata Motors Ltd. Rs. 371.74 crores (March 31, 2011 Rs. 294.50 crores)

Tata Technologies Inc Rs. 74.58 crores (March 31, 2011 Rs. 50.11 crores)

Tata Technologies Europe Ltd Rs. 94.48 crores (March 31, 2011 Rs. 35.98 crores)

(Amount in ` Crore)

85

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Note 19 (ix) The Company has a joint venture with Hindustan Aeronautics Ltd., TATA HAL Technologies Ltd (THTL) for providing engineering and design solutions and services in the domain of aerostructures for aerospace industry. The Company has an investment of Rs. 4.32 crores as at March 31, 2012, representing 50% shareholding in THTL. The proportionate share of assets and liabilities as on March 31, 2012 and income and expenditure for the year 2011-12 of THTL are given below.

Note 19 (x) The Revised Schedule VI has become effective from April 1, 2011 for the preparation of Financial Statements. This has significantly impacted the disclosure and presentation made in the Financial Statements. Previous Year's figures have been regrouped/reclassified wherever necessary to correspond with the current year's classifications / disclosures.

Additional information to the Financial Statements

(Amount in ` Crore)

RESERVES AND SURPLUS

Profit & Loss (2.95) (2.15)(2.95) (2.15)

NON-CURRENT LIABILITIES 0.06 0.06

CURRENT LIABILITIES 0.28 0.37

(2.61) (1.72)NON-CURRENT ASSETSNet Block (including CWIP) 0.57 0.70 Long Term Loans and Advances 0.50 0.35

1.07 1.05 CURRENT ASSETSTrade Receivables 0.34 0.48 Cash and Cash Equivalents 0.27 1.01 Short Term loans and advances 0.03 0.05 Other Current Assets 0.00 0.01

0.64 1.55

1.71 2.60

Particulars

Particulars

2011-12(Audited)

2010-11(Audited)

As on31 March

2012(Audited)

As on31 March

2011(Audited)

INCOME

Service Income 2.48 1.54 Other income 0.07 0.14

2.55 1.68

EXPENDITURE Cost of Traded Items & Services 0.44 - Salary & other general expenses 2.66 1.83 Depreciation 0.24 0.17

3.34 2.00

86

Notes forming part of financial statements

NOTE - A (Amount in ` Crore)

NOTE - B

NOTE - C

NOTE - D

NOTE - E

(Amount in ` Crore)

(Amount in ` Crore)

(Amount in ` Crore)

Year endedMar 31, 2012

Year endedMar 31, 2011Particulars

REVENUE FROM OPERATIONS

(a) Sale of Products 80.73 70.18 (b) Sale of Services 562.52 422.50 (c) Commission Income 0.75 0.48

644.00 493.16

Year endedMar 31, 2012

Year endedMar 31, 2011Particulars

OTHER INCOME

(a) Interest income-Others 6.32 9.38 (b) Interest income-Long Term Investments 0.34 - (c) Dividend income - Other Current Investments 16.47 1.15 (d) Foreign Currency Gain 0.90 0.83 (e) Other non-operating Income 0.23 0.22

24.26 11.58

Year endedMar 31, 2012

Year endedMar 31, 2011Particulars

(Amount in ` Crore)

CONSULTANCY FEES, SOFTWARES AND OTHERS

(a) Outsourcing Charges 36.95 35.33 (b) Software-internal use 1.84 1.07 (c) Professional Fees 15.68 10.66

54.47 47.06

Year endedMar 31, 2012

Year endedMar 31, 2011Particulars

EMPLOYEE BENEFIT EXPENSE

(a) Salaries and Wages 272.02 202.73 (b) Contribution to Provident Fund 9.53 7.57 (c) Contribution to Superannuation Scheme 4.06 3.43 (d) Contribution to Gratuity Fund 5.00 3.10 (e) Staff welfare Expenses 8.14 5.19

298.75 222.02

Year endedMar 31, 2012

Year endedMar 31, 2011Particulars

FINANCE COSTS

Interest Expense - Interest on Short Term Borrowings 1.43 1.65 - Interest on Long Term Borrowings 0.11 0.04

1.54 1.69

87

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Year endedMar 31, 2012

Year endedMar 31, 2011

NOTE - F

* Obiligations under operating lease

Obligations towards non-cancellable lease

** Auditors' Remuneration (Excluding Service tax)

The Company has entered into operating lease arrangements for office premises.

This includes lease obligations on account of a lease arrangements for premises in Thane entered during the year which has no impact on Profit and Loss Account for the current year.

Lease ObligationsDues not later than one year 2.64 1.01 Due later than one year but not later than five years 3.24 2.05

5.88 3.06 Later than five years - - Lease payments recognised in the statement of profit and loss for the year 3.22 1.72

Notes forming part of financial statements

(Amount in ` Crore)

(Amount in ` Crore)

(Amount in ` Crore)

Year endedMar 31, 2012

Year endedMar 31, 2011Particulars

OTHER EXPENSES

(a) Repairs & Maintenance- Buildings 0.39 0.17 - Plant & Machinery 0.27 0.07 - Others 2.33 1.47

(b) Rent* 3.22 1.72 (c) Rates and Taxes 0.17 0.09 (d) Provision for Wealth Tax 0.01 0.01 (e) Insurance 0.34 0.27 (f ) Advertisement and Publicity 0.23 0.01 (g) Business Promotion Expenses 0.82 0.83 (h) Office Expenses 3.82 3.07 (i) Travelling & Conveyance 15.46 11.87 (j) Power & Fuel 2.34 1.54 (k) Water Charges 0.30 0.31 (l) Auditors’ Remuneration** 0.36 0.29 (m) Staff Training and Seminar Expenses 1.74 1.31 (n) Staff Recruitment Expenses 1.60 1.24 (o) Commision to Others 4.21 3.15 (p) AMC charges 8.37 2.95 (q) Communication Expenses 4.03 2.92 (r) Loss on Sale of Investments 0.01 - (s) Allowances for doubtful debts 0.10 1.51 (t) Miscellaneous Expenses 1.04 0.89

51.16 35.69

Year endedMar 31, 2012

Year endedMar 31, 2011Particulars

i) For services as auditors, including quarterly audits 0.30 0.25 ii) For Tax Audit 0.04 0.03 iii) For Other services 0.01 0.01 iv) Reimbursement of out-of-pocket expenses 0.01 -

0.36 0.29

88

Auditors’ Report

TO THE BOARD OF DIRECTORS OF TATA TECHNOLOGIES LIMITED

1. We have audited the attached Consolidated Balance Sheet of Tata Technologies Limited (“the Company”), its subsidiaries and jointly controlled entity (the Company its subsidiaries and jointly controlled entities constitute “the Group”) as at March 31, 2012, the Statement of Consolidated Profit and Loss and the Consolidated Cash Flow Statement of the Group for the year ended on that date, both annexed thereto. The Consolidated Financial Statements include investments in jointly controlled entity accounted in accordance with Accounting 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’s Management and have been prepared on the basis of the separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit.

2. We conducted our audit in accordance with the auditing standard generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. We did not audit the financial statements of certain subsidiaries, whose financial statements reflect total assets of Rs. 139.86 Crore as at March 31, 2012, total revenues of Rs. 572.54 Crore and net cash inflows amounting to Rs. 114.46 Crore for the year ended on that date. These financial statements have been audited by other auditor whose reports have been furnished to us and our opinion, in so far it relates to amounts included in respect of these subsidiaries is based solely on the reports of other auditors.

4. We report that the Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of Accounting Standard 21(Consolidated Financial Statements) and Accounting Standard 27 (Financial Reporting of Interest in Joint Ventures) as notified under the Companies (Accounting Standard) Rules, 2006.

5. Based on our audit and on consideration of the separate audit reports on individual financial statements of the Company and the aforesaid subsidiaries, and to the best of our information and according to the explanations given to us, in our opinion, the Consolidated Financial Statements give a true and 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, 2012;

ii) in the case of the Statement of Consolidated Profit and Loss , of the profit of the Group for the yearended on that date; and

iii) in the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the yearended on that date.

For Deloitte Haskins & SellsChartered Accountants

(Registration No. 117366W)

Hemant M. JoshiPartner(Membership No. 38019)

Date: May 8, 2012Place: Pune

89

Eighteenth Annual Report 2011-12

Tata Technologies Limited

(Amount in ` Crore)

In terms of our report attachedFor Deloitte Haskins & SellsChartered Accountants

Hemant M. JoshiPartner

Date: May 8, 2012Place: Pune

Consolidated Balance Sheet as at March 31, 2012

S RamadoraiChairman

R GopalakrishnanDirector

P P KadleDirector

C RamakrishnanDirector

Date: May 8, 2012Place: Mumbai

P R McGoldrick Managing Director

Samrat Gupta Chief Financial Officer

Anubhav Kapoor Company Secretary

For and on behalf of the Board

Particulars

I. EQUITY AND LIABILITIES

II. ASSETS

(1) Shareholders' Funds(a) Share Capital 3 42.97 37.32 (b) Reserves and Surplus 4 737.86 430.45

780.83 467.77

(2) Non-current Liabilities(a) Long-term Borrowings 5 0.62 226.30 (b) Deferred Tax Liabilities (Net) 6 3.75 - (c) Trade Payables 0.35 - (d) Long-term Provisions 7 7.76 6.17 (e) Income tax liabilities (Net) 0.24 4.83

12.72 237.30 (3) Current Liabilities

(a) Short-term Borrowings from Banks 8 81.40 73.41 (b) Trade Payables 241.10 177.94 (c) Other Current Liabilities 9 336.49 59.38 (d) Short-term Provisions 10 37.92 25.86 (e) Income tax liabilities (Net) 13.61 -

710.52 336.59

1,504.07 1,041.66

(1) Non-current Assets(a) Fixed Assets

(i) Tangible Assets 11 70.15 53.22 (ii) Intangible Assets 12 36.61 25.54 (iii) Capital Work-in-progress 1.54 1.35 (iv) Intangible Assets in Progress 3.49 6.77

111.79 86.88

(b) Goodwill on Consolidation (Refer Note 20 (iii)) 397.90 344.57

(c) Non-current Investments 13 43.00 - (d) Deferred tax Assets (Net) 6 5.57 8.59 (e) Long-term loans and advances 14 17.29 19.41 (f ) Income tax assets (Net) 20.74 30.06

596.29 489.51 (2) Current Assets

(a) Current Investments 15 147.07 96.07 (b) Inventories 0.05 0.77 (c) Trade Receivables 16 290.02 231.30 (d) Cash and Bank Balances 17 342.83 173.33 (e) Other Current Assets 18 78.21 42.78 (f ) Short-term loans and advances 19 49.60 7.90

907.78 552.15

1,504.07 1,041.66 Significant Accounting Policies 2Accompanying Notes to the Financial Statements 20

Note No March 31, 2012 March 31, 2011

90

In terms of our report attachedFor Deloitte Haskins & SellsChartered Accountants

Hemant M. JoshiPartner

Date: May 8, 2012Place: Pune

S RamadoraiChairman

R GopalakrishnanDirector

P P KadleDirector

C RamakrishnanDirector

Date: May 8, 2012Place: Mumbai

For and on behalf of the Board

P R McGoldrick Managing Director

Samrat Gupta Chief Financial Officer

Anubhav Kapoor Company Secretary

Statement of Consolidated Profit and Loss for the year ended March 31, 2012

(Amount in ` Crore)

I. Revenue from Operations A 1,642.61 1,255.83 II. Other Income B 24.34 12.22 III. Total Revenue (I + II) 1,666.95 1,268.05 IV. Expenses :

(a) Cost of Traded Products C 315.52 266.27 (b) Consultancy fees, Softwares and others D 223.75 151.02 (c) Employee Benefit Expense E 699.66 546.87 (d) Finance Cost F 7.23 7.37 (e) Depreciation and amortisation Expense 11 & 12 26.19 18.87 (f ) Other Expenses G 122.77 97.75 Total Expenses 1,395.12 1,088.15

V. Profit Before Exceptional items and Tax (III - IV) 271.83 179.90

VI. Exceptional Items(Gain)/loss on liquidation of subsidiaries (Net) - (0.01)

VII. Profit Before Tax (V - VI) 271.83 179.91

VIII. Tax Expense :(a) Current Tax 55.79 42.34 (b) Earlier Year - (4.12)(c) Deferred Tax 7.67 2.67

63.46 40.89

IX. Profit after Tax (VII - VIII) 208.37 139.02

X. Earnings Per Equity Share : (Refer Note 20(i))(i) Basic 49.28 37.30(ii) Diluted 49.15 37.15

Significant Accounting Policies 2Accompanying Notes to the Financial Statements 20

Particulars Note NoYear ended

March 31, 2012Year ended

March 31, 2011

91

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Consolidated Cash Flow Statement

In terms of our report attachedFor Deloitte Haskins & SellsChartered Accountants

Hemant M. JoshiPartner

Date: May 8, 2012Place: Pune

S RamadoraiChairman

R GopalakrishnanDirector

P P KadleDirector

C RamakrishnanDirector

Date: May 8, 2012Place: Mumbai

P R McGoldrick Managing Director

Samrat Gupta Chief Financial Officer

Anubhav Kapoor Company Secretary

(Amount in ` Crore)

For and on behalf of the Board

Consolidated Cash Flow Statement for the Year ended

March 31, 2011 Year ended

March 31, 2012

CASH FLOW FROM OPERATING ACTIVITIESNet Profit after Taxation and Extraordinary Items 208.37 139.02 Depreciation and amortization 26.19 18.87 Disallowance of TDS Abroad 0.08 0.01 Provision for Wealth Taxes 0.01 0.01 Provision for Income Tax 55.79 38.23 Provision for Deferred Tax 7.67 2.67 Dividend Income on Investment in mutual funds (16.47) (1.15)(Profit)/Loss on sale of Investment 0.01 - (Profit) / Loss on Sale Tangible and Intangible Fixed Assets (2.13) 0.03 Finance cost 7.23 7.38 Interest Income (7.07) (9.32)Unrealised exchange Loss / (Gain) 1.06 (1.93)Effect of exchange differences on translation of foreign currency cash & cash equivalent (0.15) (2.53)Allowances for doubtful debts 2.26 5.49 Operating profit before Working Capital Changes 282.85 196.78 Adjustments for :Inventories 0.83 4.52 Trade Receivables (27.79) (8.70)Other Current Assets (33.79) (40.14)Short Term Loans and advances (1.70) 55.55 Long term loans and advances 4.92 (15.67)Trade Payables 49.16 (5.73)Other Current Liabilities 8.71 2.05 Short Term Provision (0.68) 2.08 Long Term Provision 1.53 0.34 CASH GENERATED FROM OPERATIONS 284.04 191.08

Income Taxes paid (net) (38.36) (37.85)

NET CASH FLOW (USED IN)/GENERATED FROM OPERATING ACTIVITIES 245.68 153.23 CASH FLOW FROM INVESTING ACTIVITIES

Proceeds from sale of Tangible and Intangible Fixed Assets 2.36 0.20 Dividend Received 16.47 1.15 Interest Received 3.65 3.27 Payment for Purchase of Tangible and Intangible Fixed Assets (50.41) (21.22)Investment in Long Term Bonds (5.00) - Inter Corporate Deposits Placed (489.40) (271.00)Inter Corporate Deposits Refunded 459.40 326.00 Inter Corporate Deposits Taken 3.00 - Inter Corporate Deposits Repaid (3.00) - Interest received from Intercorporate Deposit 2.31 5.53 Deposits With Financial Companies (10.00) - Loans & Advances to Associates and others - (14.35)Purchase of Mutual Fund (1,953.29) (367.83)Sale of Mutual funds 1,864.30 315.85 Fixed Deposit with banks (net) having maturity over three months and under lien (0.15) 0.04 Proceeds received on liquidation of subsidiaries - - NET CASH FLOW (USED IN)/GENERATED FROM INVESTING ACTIVITIES (159.76) (22.36)

CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of shares including Premium 141.27 0.57 Interest Pai (7.31) (7.38)Dividends Paid (including Dividend Tax) (65.72) (60.54)Proceeds from Short Term borrowngs 99.79 7.92 Repayment of Short Term borrowings (98.13) - Proceeds from Long Term borrowing 0.37 1.75 Repayment of Long Term borrowings (3.46) (3.33)NET CASH FLOW (USED IN)/GENERATED FROM FINANCING ACTIVITIES 66.81 (61.01)

NET INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTS 152.73 69.86 Cash & Bank Balances at the close of the year as per (Refer Note 17) # 342.83 173.33 Less: Bank Deposits with original maturity over three months for the year 0.39 0.24 Cash & Bank Balances at the beginning of the year as per (Refer Note 17) 173.33 93.97 Less: Bank Deposits with original maturity over three months for the previous year 0.24 0.28 Effect of exchange rate changes on cash and cash equivalents (0.15) (2.53)Add: Translation adjustment on Cash & Bank balances of foreign subsidiaries 8.73 2.51 Add: Translation adjustment on reserves of foreign subsidiaries 7.74 4.50

152.73 69.86 # Cash & Bank Balances Comprises :

a) Cash and Cash Equivalents Cash on hand 0.04 0.03 Cheques, drafts on hand 2.95 32.68 Current Account with banks 173.74 94.68 Bank Deposits less than 3 months maturity 115.20 30.00

b) Other Bank Balances Earmarked balance with banks 0.64 0.49 Bank Deposits with more than three months but less than 12 months maturity 49.87 15.08 Pledged/lien with Banks 0.39 0.37

342.83 173.33

92

Notes forming part of financial statements

Note 1Company Overview

Note 2Significant Accounting Policies

TATA Technologies Limited ( TTL or the Company ) was incorporated on August 22, 1994 as a Private Limited Company in the name of Core Software Systems Private Limited. The name of the Company was subsequently changed to Tata Technologies (India) Limited. On February 8, 2001, the Company changed its name from Tata Technologies (India) Limited to Tata Technologies Limited. The Company’s range of services includes IT Consultancy, SAP implementation and maintenance, providing networking solutions, 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 that enables it to provide high quality, cost-effective services to clients.

During October 2005, the Company incorporated a wholly owned subsidiary in Thailand to cater the need of automotive companies in Thailand and South East Asian countries. Also during October 2005 the Company acquired, through its subsidiary, 100% equity of INCAT International Plc, UK which had various subsidiaries in US, Europe, Japan and Singapore.

A reorganization of various entities under INCAT was undertaken, to have a single representative legal entity in each country in which the Company operates, to improve operational efficiency. The Company now has a global presence, through its subsidiaries, 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 based Company.

In October 2006, the Company sold its 100% equity stake in Tata Technologies (Thailand) Ltd. to its wholly owned subsidiary viz. Tata Technologies Pte Ltd., Singapore at a value determined by an independent 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 engineering automation services combined with the high-end onshore strengths of subsidiaries are expected to offer a strong and seamless onshore/offshore delivery capability to the international customers in the automotive, aerospace and engineering industries.

a) Basis of consolidation

The consolidated financial statements relate to the Company, its subsidiary companies and joint venture. The Company its subsidiaries and joint venture constitute the Group.

b) Basis of accounting

The financial statements are prepared under the historical cost convention, in accordance with Indian Generally Accepted Accounting Principles (GAAP). GAAP comprises the mandatory accounting standards notified under the Companies (Accounting Standards Rules, 2006). Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. The financial statements of the subsidiary companies and joint venture used in the consolidation are drawn up to the same reporting date as of the Company.

c) Principles of consolidation

The consolidated financial statements have been prepared on the following basis-

a) The consolidated financial statements are prepared in accordance with the principles and procedures required for the preparation and presentation of consolidated financial statements as laid down under the Accounting Standard on Consolidated Financial Statements issued under Companies (Accounting Standards Rules, 2006)

b) The financial statements of the Company and its subsidiary companies have been combined 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 and unrealized profits or losses have been fully

" "

93

Eighteenth Annual Report 2011-12

Tata Technologies Limited

eliminated. The consolidated financial statements are prepared by applying uniform accountingpolicies in use at the Group.

c) The excess of cost to the Company of its investments in the subsidiary companies over its share of equity of the subsidiary companies, at the dates on which the investments in the subsidiarycompanies are made, is recognized as ‘Goodwill’ being an asset in the consolidated financial statements. Alternatively, where the share of equity in the subsidiary companies as on the date ofinvestment is in excess of cost of investment of the Company, it is recognized as ‘Capital Reserve’and shown under the head ‘Reserves and Surplus’; in the consolidated financial statements.

d) Minority interest in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the minority shareholders at the dates on which investments are made by the Company in the subsidiary companies and further movements in their share in the equity, subsequent to the dates of investments as stated above.

e) For the purpose of consolidation, the financial statements of foreign subsidiaries have been translated into 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. All assets and liabilities are translated at the closing rate as on the balance sheet date. The resulting exchange differences on account of translation at the year end are transferred to translation reserve.

f ) The financial statements of the joint venture company has been combined by using proportionate consolidation method and accordingly, venturer’s share of each of the assets, liabilities, income and expenses of jointly controlled entity is reported as separate line item in the consolidated financial statements.

d) Subsidiary and joint venture Companies considered in the consolidated financial statements:The following subsidiary companies are considered in the consolidated financial statements

** For these subsidiaries though the holding is 99.24 %, the indirect voting power is 100%.

e) The following joint venture company is considered in the consolidated financialstatements:

Direct Subsidiary1 TATA Technologies Pte. Ltd. Singapore 100 100

Indirect Subsidiaries1 Tata Technologies (Thailand) Limited Thailand 100 1002 INCAT International Plc. UK 100 1003 Tata Technologies Europe Limited UK 100 1004 INCAT GmbH Germany 100 1005 Tata Technologies Inc ** USA 99.24 99.246 Tata Technologies (Canada) Inc ** Canada 99.24 99.247 Tata Technologies de Mexico, S.A. de C.V ** Mexico 99.24 99.24

1 TATA HAL Technologies Limited India 50 50

% of holding either directlyor through subsidiary as at

Sr. no Name of the Subsidiary Company Country of IncorporationMar 31,

2012Mar 31,

2011

Name of the Joint Venture Company Country of IncorporationSr. noMar 31,

2012Mar 31,

2011

% of holding either directlyor through subsidiary as at

94

f) Conversion into Indian Rupees

For the purpose of consolidation, the financial statements of foreign subsidiaries have been translated into 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 period. All assets and liabilities are translated at the closing rate as on the balance sheet date. The resulting exchange differences on account of translation at the period end are transferred to translation reserve.

g) Use of Estimates

The preparation of the financial statements in conformity with GAAP requires the management of the Company (Management) to make estimates and assumptions that affect the reported amounts of revenue and expenses during the year and balances of assets and liabilities and disclosures relating to contingent liabilities as at the date of financial statements. Provisions are made for all known losses and liabilities, future unforeseeable factors that may affect the profit on fixed price service contracts and also towards likely expenses for providing post-sales client support on such contracts.

h) Revenue recognition

Revenue from services on time and materials contracts is recognized when services are rendered and related costs are incurred i.e. based on certification of time sheets and billed to clients as per the terms of specific contracts.In case of fixed price contracts, revenue is recognized over the life of the contract based on milestones achieved as specified in the contracts 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 recognized proportionately 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 established and when no 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 the end user.

i) Fixed assets

Fixed assets are stated at cost, less accumulated depreciation. Costs include all expenses incurred to bring the assets to its present location and condition. Direct costs are capitalized till the assets are ready for use and include financing costs relating to any borrowing attributable to the acquisition of qualifying fixed assets.

Software not exceeding Rs. 25,000 is charged off to the Profit and Loss Account.

j) Depreciation

Depreciation is provided on Straight Line Method (SLM) over the estimated useful lives of the assets. Estimated useful lives of assets are as follows:

Leasehold Land Lease Period

Leasehold Improvements Lease Period

Buildings 4% to 6.67%

Plant and Machinery 4.75% to 20%

Computer Equipments 25% to 50%

Vehicles 9.5% to 33.33%

License Period Software Licenses

25% to 50%

Type of Asset Depreciation Percentage

95

Eighteenth Annual Report 2011-12

Tata Technologies Limited

k) LeasesAssets leased by the Company in its capacity as lessee, where the Company has substantially all the risks and rewards of ownership are classified as finance lease. Such lease are capitalised at the inception of the lease at lower of the fair value or the present value of the minimum lease payments and a liability is created for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to 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 with the lessor, are recognized as operating lease. Lease payments under operating leases are recognized in the Profit & Loss account on a straight line basis.

l) Foreign Currency transactions and translations of foreign operations

Income and expenses in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction. Monetary current assets and current liabilities that are denominated in foreign currency translated at the exchange rates prevalent as at the Balance Sheet date and the profit / loss so determined and also the realized exchange gains / losses are recognized in the Profit and 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 balance sheet accounts using the exchange rates in effect at the balance sheet date and for the revenue and expense accounts using appropriate average exchange rates for the respective periods. The gains or losses resulting from such translations are accumulated in a foreign currency translation reserve.

Premium or discount on forward contracts is amortised over the life of such contract and is recognized as income or expense in the Profit and Loss Account

m) Investments

Investments are classified into current investments and long term investments.

Current investments are carried at lower of cost and market value. Any reduction in carrying amount 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 such investments Diminution in value is provided for where the management is of the opinion that the diminution is other than temporary in nature.

n) Impairment of Assets

At each balance sheet date, the Company reviews using internal resources the carrying amounts of its fixed assets to determine whether there is any indication that the assets suffered an impairment loss. If any such condition exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment loss. Recoverable amount is the higher of an asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows expected from continuing use of the asset and from its disposal are discounted to their present value using a pre tax rate that reflects the current market assessments 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 Loss Account.

o) Inventories

Inventories are valued at lower of cost or net realizable value. Cost is ascertained on a moving weighted average basis.

p) Employee Benefits

(i) GratuityThe Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days salary payable 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 accounts for the liability for gratuity benefits payable in future based on an independent actuarial valuation as on the Balance Sheet date.

96

(ii) SuperannuationThe 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 are the members of the defined benefit superannuation plan are entitled to benefits depending on the years 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 and the said subsidiaries account for superannuation benefits payable in future under the plan based on an independent actuarial valuation as on the Balance Sheet date.

With effect from April 1, 2003, this plan was amended and benefits earned by covered employees have been protected as at March 31, 2003. Employees covered by this plan are prospectively entitled to benefits computed on a basis that ensures that the annual cost of providing the pension benefits would not 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. Such contributions are recognized as an expense when incurred. The Company has no further obligation beyond this contribution.

(iii) Bhavishya Kalyan Yojana (BKY)Bhavishya Kalyan Yojana is an unfunded defined benefit plan. The benefits of the plan 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 appropriate authority. The monthly payment to dependents of the deceased /disabled employee under the plan equals 50% of the salary drawn at the time of death or accident or a specified amount, whichever is higher. The Company accounts for the liability for BKY benefits payable in future based on an independent actuarial valuation as on the Balance Sheet date.

(iv) Post-retirement Medicare SchemUnder this Scheme employees get medical benefits subject to certain limits of amount, periods after retirement and types of benefits, depending on their grade and location at the time of retirement. The Company accounts for the liability for post-retirement medical scheme based on an independent actuarial valuation as on the Balance Sheet date.

(v) Provident FundThe eligible employees of the Company are entitled to receive benefits under the provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees’ salary (currently 12% of employees’ salary). The provident fund contributions, as specified under the law, are paid to the provident fund set up as irrevocable trust by the Company and pension amount is paid to Regional Provident Fund Commissioner and the Central Provident Fund under the State Pension Scheme. The contributions paid during the year are charged to Profit and Loss account.

(vi) Compensated absencesThe Company provides for the encashment of leave or leave with pay subject to certain rules. The employees are entitled to accumulate leave subject to certain limits, for future encashment. The liability is provided based on number of days of unutilized leave at each balance sheet date on the basis of an independent actuarial valuation as on the Balance Sheet date.

q) Taxation

Current income tax expense comprises taxes on income from operations in India and foreign tax jurisdictions. Income tax payable in India is determined in accordance with the provisions of Income Tax Act, 1961. Tax expense relating to overseas operations is determined in accordance 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 taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets and liabilities are measured using the tax rates and the tax laws that 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 to the extent that there is virtual certainty that taxable income will be available to realize these assets. All other deferred tax assets are recognized to the extent that there is reasonable certainty that future taxable income will be available to realize these assets.

97

Eighteenth Annual Report 2011-12

Tata Technologies Limited

r) Employee 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 Stock Option Plan 2001(TTESOP 2001) in 2000-01. As per the Plan, the options were granted at fair value as determined by an independent valuer as on the date of the grant and hence no compensation cost has been recognized.

s) Earnings per share

The earnings considered in ascertaining the Company's earnings per share comprise the net profit after tax and include the post-tax effect of any extra-ordinary items. The number of shares used in computing basic earnings per share, is the weighted average number of shares outstanding during the year. The number of shares used in computing diluted earnings per share comprises the shares considered for deriving basic earnings per share and also number of equity shares that could have been issued on the conversion of all dilutive potential equity shares.

t) Borrowing costsBorrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset. Borrowing costs are capitalized as part of the cost of a qualifying asset when it is probable that they will result in future economic benefits to the enterprise and the costs can be measured reliably. Other borrowing costs are recognized as an expense in the year in which they are incurred

u) Provisions, contingent liabilities and contingent assets

A provision is recognized when the Company has present obligation as a result of past event 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 retirement benefits) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect current best estimates. Contingent liabilities are not recognized in the financial statements. A contingent asset is neither recognized nor disclosed in the financial statements.

v) Financial Assets / Financial Liabilities :

Financial Assets :(a) cash;(b) an equity instrument of another entity;(c) a contractual right:

(i) to receive cash or another financial asset from another entity; or(ii) to exchange financial assets or financial liabilities with another entity under conditions that

are potentially favourable to the entity; or

(d) a contract that will or may be settled in the entity's own equity instruments and is:(i) a non-derivative for which the entity is or may be obliged to receive a variable number of the

entity's own equity instruments; or(ii) a derivative that will or may be settled other than by the exchange of a fixed amount of cash

or another financial asset for a fixed number of the asset for a fixed number of the entity’s own equity instruments. For this purpose the entity's own equity instruments do not include instruments that are themselves contracts for the future receipt or delivery of the entity's own equity instruments.

Financial Liabilities :

(a) a contractual obligation:(i) to deliver cash or another financial asset to another entity; or(ii) to exchange financial assets or financial liabilities with another entity under conditions that

are potentially unfavourable to the entity; or

(b) a contract that will or may be settled in the entity's own equity instruments and is: (i) a non-derivative for which the entity is or may be obliged to deliver a variable number of the

entity's own equity instruments; or (ii) a derivative that will or may be settled other than by the exchange of a fixed amount of cash

or another financial asset for a fixed number of the entity's own equity instruments. For this purpose the entity's own equity instruments do not include instruments that are themselves contracts for the future receipt or delivery of the entity's own equity instruments..

98

Notes forming part of Consolidated financial statements

NOTE -3

Note 3(i) Reconciliation of number of shares outstanding :

Note 3(ii) Shares in the Company held by each shareholder holding more than 5 percent shares

Note 3(iii) Of the above 30,300,600 shares (P.Y. 30,300,600 shares) equity shares are held by holding company (Tata Motors Limited)

Note 3(iv) 114,671 shares (as at March 31, 2012) of Rs.10 each were outstanding towards employee stock options granted/available for grant.

(Amount in ` Crore)

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

SHARE CAPITAL

Authorised :

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

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

60.70 60.70

Issued, subscribed and fully paid :

42,970,138 euity shares of Rs. 10/- each (P.Y. 37,315,255 equity shares of Rs. 10/- each) 42.97 37.32 (Refer Note 3 (iii))

42.97 37.32

As at Mar 31, 2012 As at Mar 31, 2011

No. of SharesAmount in

` croreNo. of Shares

Amount in` crore

Particulars

Equity shares

Number of shares as at April 1, 2011 37,315,255 37.32 37,244,591 37.24 Add: Shares issued under ESOP scheme 35,125 0.04 70,664 0.08 Add: Issued under preferencial allotment 5,619,758 5.61 - - Number of shares as at March 31, 2012 42,970,138 42.97 37,315,255 37.32

As at Mar 31, 2012 As at Mar 31, 2011

No. of SharesAmount in

` croreNo. of Shares

Amount in` crore

Particulars

Equity Shares

(a) Tata Motors Limited 30,300,600 70.52 30,300,600 81.20 (b) Alpha TC Holdings Pte Ltd. 3,746,505 8.72 - -

34,047,105 79.24 30,300,600 81.20

99

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Notes forming part of Consolidated financial statements

Note - 4 RESERVES AND SURPLUS (Amount in ` Crore)

(Amount in ` Crore)Note 4(i) Changes in Securities Premium Account

(Amount in ` Crore)Note 4(ii) Change in Capital Reserve

(Amount in ` Crore)Note 4(iii) Changes in General Reserve :

AdditionsParticulars As atMar 31, 2011

DeductionsTranslation

AdjustmentAs at

Mar 31, 2012

(a) Securities Premium Account [Note 4 (I)& (v)] 216.37 136.38 2.73 - 350.02 -

(b) Capital Reserve [Note 4 (ii)] 0.65 - - 0.02 0.63 -

(c) Translation Reserves (17.73) 44.01 - - 26.28

(d) General Reserve [Note 4 (iii) 34.83 14.00 - - 48.83

(e) Surplus i.e. balance in statement of Profit and Loss [Note 4 (iv) 196.33 208.37 92.60 - 312.10

430.45 402.76 95.33 0.02 737.86

2011-12 2010-11

Additions Deductions

Particulars

Additions Deductions

(a) Additions/deductions during the year 135.62 - 0.50 - (b) Expenses for issuance of new shares - 2.73 - - (c) Capital Reduction adjustments during

the year (Refer Note 4 (v)) 0.76 - 6.90 - 136.38 2.73 7.40 -

2011-12 2010-11

Additions Deductions

Particulars

Additions Deductions

Translation adjustment - 0.02 - 0.01

- 0.02 - 0.01

2011-12 2010-11

Additions Deductions

Particulars

Additions Deductions

Transferred from Profit and Loss Account 14.00 - 10.00 -

14.00 - 10.00 -

100

Note 4(v)

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 High Court of Judicature at Mumbai vide its order dated April 16, 2010, the Company had utilized balance in the securities premium account to the tune of Rs. 46.66 Crore towards one time charges/cost (including change in accounting policy for provision for doubtful debts) incurred by the Company and its subsidiary companies. The amounts relating to the Company amounting to Rs.17.31 crores had been adjusted to the Securities Premium Account. An amount of Rs.29.34 crores equivalent to the total amount of adjustments relating to the subsidiaries had been identified and segregated from the balance in the Securities Premium Account for adjustment on consolidation. Of this total adjustment made, Rs.1.58 crores and Rs.16.58 crores related to provision for doubtful debts of the Company and its subsidiary companies respectively on account of change in accounting with regard to provision for doubtful debts. During the year ended March 31, 2012, the Company and its subsidiary companies have received amounts aggregating to Rs. 0.01 Crore (Rs. 1.47 Crore for the year ended March 31, 2011) and Rs. 0.75 Crore (Rs. 5.43 Crore for the year ended March 31, 2011) respectively against the balances for which the provision were made on account of change in accounting policy. Consequently, such excess provisions for doubtful debts on account of the said collections have been written back to the securities premium account.

(Amount in ` Crore)Note 4(iv) Changes in Statement of Profit and Loss :

2011-12 2010-11

Additions DeductionsParticulars

Additions Deductions

(a) Profit for the year 208.37 - 139.02 - (b) Final Dividend - 29.60 - 18.64 (c) Interim Dividend - 38.03 - 26.09 (d) Tax on Final Dividend - 4.80 - 3.02 (e) Tax on Interim Dividend - 6.17 - 4.33 (f ) Transferred to General Reserve - 14.00 - 10.00

208.37 92.60 139.02 62.08

Notes forming part of Consolidated financial statements

101

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Note 5 (Amount in ` Crore)

Notes forming part of Consolidated financial statements

(Amount in ` Crore)

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

LONG TERM BORROWINGS

(A) Secureda) Banks

(i) Vehicle Loans [Secured by hypothecation of vehicles] ## 0.32 0.42 b) Others

(i) Vehicle Loans [Secured by hypothecation of vehicles] ## 0.09 0.14 (ii) Long term maturity of finance lease obligations (Refer Note 5 (i)) 0.21 0.28

#(Secured against fixed assets obtained under financearrangements)

(A) 0.62 0.84 Notes: # Terms of repayment - Equated Quarterly Instalment

## Terms of repayment - Equated Monthly Instalment

(B) Unsecured(i) Term Loans

- From Banks - ANZ Bank * - 111.46- ING Bank ** - 111.46- ANZ Bank *** - 2.54

(B) - 225.46

0.62 226.30

Notes: * The loan of USD 25,000,000/- was taken in Feb2010. The same is repayable at the end of its tenure i.e. Feb 2013.The loan carries interest rate at Libor+1.45% per year based on a 360 day year and calculated on the actual number of days elapsed.

** The loan of USD 25,000,000/- was taken in Feb2010. The same is repayable at the end of its tenure i.e. Feb 2013.The loan carries interest rate at Libor+1.45% per year based on a 360 day year and calculated on the actual number of days elapsed.

*** The loan of GBP 1,000,000/- was taken in Mar2010. The same is repayable on quarterly basis.The loan carries interest rate at Libor+1.25%

Note 5(i) Long term maturity of finance lease obligations

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

Total of Minimum lease paymentsNot later than one year 0.10 0.10 Later than one year and not later than five years 0.23 0.33

0.33 0.43

Less: Interest 0.05 0.09 0.28 0.34

Present Value of Minimum lease paymentsNot later than one year 0.07 0.06 Later than one year and not later than five years 0.21 0.28

0.28 0.34 The company has entered into finance lease arrangements for servers.

102

Note 6 (Amount in ` Crore)

Note 7 (Amount in ` Crore)

Notes forming part of Consolidated financial statements

The Components of deferred tax assets (DTA) / deferred tax liabilities (DTL) referred above have been aggregated based on the nature of items across various tax jurisdictions. For the purpose of Balance Sheet disclosure such aggregation has not been made. The break up of the same is as follows:

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

DEFERRED TAX ASSET / (LIABILITIES) (NET)

Deferred tax liabilities:Depreciation 8.34 7.86 Others 0.10 0.10

8.44 7.96

Deferred tax assets: Depreciation in excess of capital allowances 1.72 1.50

Provision for expenses u/s. 43B 2.95 8.04 Others 5.59 7.01

10.26 16.55 Deferred Tax Asset (Net) 1.82 8.59

Deferred tax liabilities : (3.75) - Deferred tax assets: 5.57 8.59 Deferred Tax Asset (Net) 1.82 8.59

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

LONG - TERM PROVISIONS

Provision for employee benefits (Refer Note 7 (i) & 7 (ii)) 7.76 6.17 7.76 6.17

103

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20

11

2010

20

09

2012

20

11

2010

20

09

2012

20

11

2010

20

09

2012

20

11

2010

20

09

2012

20

11

2010

20

09

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mpl

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Curre

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cost

2.25

1.

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1.16

1.

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0.24

0.

20

0.26

0.

27

0.88

0.

60

0.64

0.

21

0.08

0.

19

0.17

0.

28

0.16

0.

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0.10

0.

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1.16

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0.89

0.

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0.35

0.

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0.33

0.

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0.29

0.

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0.

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0.06

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(0.94

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(0.41

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(0.39

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-

-

-

-

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-

-

-

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-

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2.84

1.

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0.51

0.

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1.05

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(0.17

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(0.17

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0.37

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0.21

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5.00

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1.09

0.

32

0.69

0.

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0.04

0.

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2.22

1.

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0.82

1.

79

0.08

0.

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0.66

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0.46

0.

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iiAc

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Actu

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1.39

2.

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1.13

1.

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-

0.82

0.

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0.26

1.

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1.89

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54

1.57

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0.08

0.

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0.04

0.

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0.06

0.

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9.91

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1.87

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0.

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0.

19

0.17

0.

28

0.16

0.

09

0.10

0.

09

Inte

rest

cost

1.16

0.

92

0.89

0.

89

0.35

0.

33

0.33

0.

33

0.29

0.

28

0.35

0.

33

0.17

0.

17

0.12

0.

17

0.09

0.

06

0.06

0.

13

Actu

arial

(gain

s)/ lo

sses

2.05

2.

51

0.14

(0

.92)

(0.15

) 0.

15

(0.12

) 0.

17

1.03

0.

94

(0.17

) 1.

25

(0.17

) (0

.31)

0.37

(0

.95)

0.21

0.

28

(0.08

) (0

.96)

Bene

fits p

aid (1

.39)

(2.52

) (1

.13)

(1.13

) -

(0

.82)

(0.02

) (0

.26)

(1.42

) (1

.89)

(1.54

) (1

.57)

(0.12

) (0

.08)

(0.04

) (0

.04)

(0.07

) (0

.06)

(0.06

) (0

.06)

Pres

ent V

alue

of D

BO at

the e

nd of

year

18.4

4 14

.37

12.1

2 11

.06

5.61

5.

17

5.32

4.

87

4.92

4.

14

4.21

4.

93

1.97

2.

01

2.04

1.

42

1.50

1.

11

0.74

0.

73

vCh

ange

in Fa

ir Va

lue o

f Ass

ets d

urin

g th

e yea

ren

ded

Mar

ch 31

, 201

2

Plan a

ssets

at be

ginnin

g of y

ear

11.39

12

.24

12.27

12

.61

5.06

5.

47

4.77

4.

50

N/A

N

/A

N/A

N

/A

N/A

N

/A

N/A

N

/A

N/A

N

/A

N/A

N

/A

Actu

al re

turn

on pl

an as

sets

0.47

1.

68

1.10

0.

79

(0.25

) 0.

21

0.43

0.

22

N/A

N

/A

N/A

N

/A

N/A

N

/A

N/A

N

/A

N/A

N

/A

N/A

N

/A

Actu

al Co

mpa

ny co

ntrib

ution

s 9.

91

-

-

-

0.24

0.

20

0.28

0.

31

1.42

1.

87

1.55

1.

57

0.11

0.

09

0.04

0.

03

0.07

0.

07

0.05

0.

05

Bene

fits p

aid (1

.39)

(2.52

) (1

.13)

(1.13

) -

(0

.82)

(0.02

) (0

.26)

(1.42

) (1

.87)

(1.55

) (1

.57)

(0.11

) (0

.09)

(0.04

) (0

.03)

(0.07

) (0

.07)

(0.05

) (0

.05)

Plan

asse

ts at

the e

nd of

year

20.3

8 11

.40

12.2

4 12

.27

5.05

5.

06

5.47

4.

77

-

-

-

-

-

-

-

-

-

-

-

-

viAc

tuar

ial A

ssum

ptio

ns

Disco

unt R

ate

8.50%

8.50%

8.50%

8.50%

6.75%

6.75%

6.75%

6.75%

8.50%

8.50%

8.50%

8.50%

8.50%

8.50%

8.50%

8.50%

8.5%

8.5%

8.5%

8.5%

Expe

cted R

etur

n on p

lan as

sets

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

Salar

y esca

lation

5% 2%

-5%

2%

-5%

3%

-5%

N

/A

N/A

N

/A

N/A

5%

2%-5

%

2%-5

%

3%-5

%

N/A

N

/A

N/A

N

/A

5% 2%

-5%

2%

-5%

3%

-5%

M

edica

l cos

t inf

lation

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

vii

The m

ajor

cate

gorie

s of p

lan

asse

ts as

perc

enta

ge of

tota

l pla

n as

sets

Debt

secu

rities

74.00

%10

0.00%

99.73

%10

0%10

0.00%

100.0

0%99

.16%

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

Balan

ces w

ith ba

nks

26.00

%0.0

0%0.2

7%0%

0.00%

0.00%

0.84%

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

viii

Effe

ct of

one p

erce

ntag

e poi

nt ch

ange

inOn

e per

cent

age p

oint

incr

ease

On

e per

cent

age p

oint

as

sum

ed M

edica

l inf

latio

n ra

tein

Med

ical i

nfla

tion

rate

de

crea

se in

Med

ical i

nfla

tion

rate

2012

20

11

2010

20

09

2012

20

11

2010

20

09

DBO

as at

31 M

arch

2.02

0.

30

2.17

1.

50

1.93

0.

28

1.93

1.

35

Serv

ice co

st fo

r the

year

0.08

0.

21

0.17

0.

30

0.07

0.

18

0.16

0.

27

Inte

rest

cost

for t

he ye

ar 0.

16

0.18

0.

13

0.20

0.

16

0.16

0.

11

0.15

Eighteenth Annual Report 2011-12

Tata Technologies Limited

104

(Amount in ` Crore)

Notes forming part of Consolidated financial statements

Note 7 (ii)

Defined contribution plans :The Company’s contribution to defined contribution plan aggregated Rs. 13.15 crores (2010-11 Rs. 10.73 crores) for the year ended March 31, 2012 has been recognised in the statement of Profit and Loss Account.

Notes :

(a) The expected rate of return on plan assets is based on market expectation, at the beginning of the year, forreturns over the entire life of the related obligation.

(b) 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.

(c) Also refer note 2 (p) for brief description of employee benefit schemes.

Note 8

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

SHORT TERM BORROWINGS FROM BANKS

(A) SecuredLoans repayable on demand[Secured by hypothecation of book debts/accounts receivable and movable fixed assets (excluding certain vehicle)] 25.44 24.52

25.44 24.52 (The loan of USD 5,000,000/- taken from Chase commercial Bank, The same is repayable on call basis.The loan carries interest rate at Libor+1.75%)

(B) Unsecured

Loans repayable on demand 55.96 48.89

55.96 48.89

81.40 73.41

105

Eighteenth Annual Report 2011-12

Tata Technologies Limited

NOTE - 9 (Amount in ` Crore)

NOTE - 10

Notes forming part of Consolidated financial statements

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

OTHER CURRENT LIABILITIES

(A) Financials(a) Interest accrued but not due on borrowings 0.49 0.57 (b) Current maturities of long term debt 257.78 2.98 (c) Current maturities of finance lease obligations (Refer Note 5(i)) 0.07 0.06 (d) Unpaid dividends 0.63 0.49

258.97 4.10 (B) Non Financials

(a) Income received in advance 49.91 35.44 (b) Statutory dues 23.81 16.09 (c) Advance and Progress payments 3.80 3.75

77.52 55.28

336.49 59.38

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

SHORT-TERM PROVISIONS

(a) Provision for Employee benefits (Refer Note 7 (i) & 7 (ii)) 3.52 4.20 (b) Provision for Final Dividend 29.60 18.64 (c) Provision for Tax on Dividend 4.80 3.02

37.92 25.86

(Amount in ` Crore)

106

No

tes

form

ing

par

t o

f Co

nso

lidat

ed fi

nan

cial

sta

tem

ents

No

te 1

1

No

tes:

No

te 1

1 (i

)Ve

hic

les

incl

ud

es g

ross

Rs.

1.64

Cro

re (

W.D

.V. R

s. 1.

00 C

rore

)acq

uir

ed o

n lo

an, h

ypo

thec

ated

wit

h T

ata

Fin

ance

Ltd

, Tat

a M

oto

rs F

inan

ce L

imit

ed,

ICIC

I Ban

k Lt

d, a

nd

TAT

A C

apit

al L

td (a

s at

Mar

ch 3

1, 2

011

Rs.1

.51

Cro

re) (

W.D

.V R

s. 1.

04 C

rore

))

No

te 1

1 (i

i)C

apit

al C

om

mit

men

t :

The

esti

mat

ed a

mo

un

t o

f co

ntr

acts

rem

ain

ing

to b

e ex

ecu

ted

on

cap

ital

acc

ou

nt,

and

no

t p

rovi

ded

for i

s Rs

. 4.5

8 cr

ore

s as

at

Mar

ch 3

1, 2

012

(Yea

r en

ded

Mar

ch 3

1, 2

011

: Rs.

6.42

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re).

(Am

ount

in `

Cror

e)

FIXED

ASSE

TSCo

st as

at

Addit

ions

Dedu

ction

s Tra

nslat

ion

Cost

as at

Ac

cum

ulate

d Ap

r 1, 2

011

Adjus

tmen

ts M

ar 31

, de

prec

iation

Am

ortis

ation

Adjus

tmen

ts De

prec

iation

Value

as at

Va

lue as

at

2012

amor

tisat

ionfo

r the

year

am

ortis

ation

Mar

31,

Mar

31,

up to

en

ded

up to

Mar

31,

2012

2011

Apr 1

, 201

1 M

ar 31

, 201

220

12

[A

]TA

NGIB

LE A

SSET

S

(a)

Leas

ehold

Land

4.0

9 -

-

-

4.

09

0.45

0.

04

-

-

0.49

3.

60

3.65

(b)

Build

ings

22.75

0.

04

-

-

22.7

9 5.

66

0.95

-

-

6.

61

16.1

8 17

.09

(c)Pla

nt &

Mac

hiner

y and

Equip

men

ts - O

wned

29.38

3.

86

2.28

2.

02

32.9

8 16

.42

1.77

2.

27

2.11

18

.03

14.9

5 12

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(d)

Plant

& M

achin

ery a

nd Eq

uipm

ents

- Lea

sed

0.67

0.

08

-

0.02

0.

77

0.19

0.

10

-

0.02

0.

31

0.46

0.

48

(e)

Com

pute

rs

56.17

16

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5.07

2.

12

69.7

2 46

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6.57

5.

00

2.02

50

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19.6

1 9.

65

(f)Fu

rnitu

re an

d fixt

ures

17

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2.37

0.

32

1.56

21

.12

9.96

2.

06

0.34

1.

18

12.8

6 8.

26

7.56

(g)

Vehic

les (R

efer N

ote 11

(i))

3.2

5 1.

94

1.07

0.

12

4.24

1.

42

0.82

0.

97

0.09

1.

36

2.88

1.

83

(h)

Leas

ehold

Impr

ovem

ents

-

4.

55

-

-

4.55

-

0.

34

-

-

0.34

4.

21

-

Tota

l

133.8

2 29

.34

8.74

5.

84

160.

26

80.62

12

.65

8.58

5.

42

90.1

1 70

.15

53.22

Prev

ious Y

ear

12

5.40

16.54

9.

20

1.08

13

3.82

79.70

9.

06

8.98

0.

84

80.62

53

.22

Depr

eciat

ion/

Dedu

ction

s Tra

nslat

ion

Accu

mula

ted

Net B

ook

Net B

ook

107

Eighteenth Annual Report 2011-12

Tata Technologies Limited

No

tes

form

ing

par

t o

f Co

nso

lidat

ed fi

nan

cial

sta

tem

ents

No

te 1

2 (i

)C

apit

al C

om

mit

men

t :

The

esti

mat

ed a

mo

un

t o

f co

ntr

acts

rem

ain

ing

to b

e ex

ecu

ted

on

cap

ital

acc

ou

nt,

and

no

t p

rovi

ded

for i

s Rs

. 3.3

1 C

rore

as

at M

arch

31,

201

2 (Y

ear e

nd

edM

arch

31,

201

1 : R

s. 10

.42

Cro

re).

FIXED

ASSE

TSCo

st as

at

Addit

ions

Dedu

ction

s Tra

nslat

ion

Cost

as at

Ac

cum

ulate

d Ap

ril 1,

2011

Adjus

tmen

ts M

ar 31

, de

prec

iation

Am

ortis

ation

Adjus

tmen

tsDe

prec

iation

/ Va

lue as

atVa

lue as

at

2012

amor

tisat

ionfo

r the

year

am

ortis

ation

Mar

31,

Mar

31,

up to

en

ded

up to

2012

2011

Apr 1

, 201

1 M

ar 31

, 201

2M

ar 31

, 201

2

[B

]IN

TANG

IBLE

ASS

ETS

(Oth

er th

an in

tern

ally g

ener

ated

)

(a)

Copy

right

s 0.

08

0.12

-

0.

01

0.21

0.

02

0.01

-

-

0.

03

0.18

0.

06

(b)

Softw

are L

icens

es

62.18

24

.52

0.07

2.

41

89.0

4 36

.71

13.53

-

2.

37

52.6

1 36

.43

25.48

Tota

l

62.26

24

.64

0.07

2.

42

89.2

5 36

.73

13.54

-

2.

37

52.6

4 36

.61

25.54

Prev

ious Y

ear

54

.89 7.

05

0.05

0.

37

62.26

26

.58

9.83

0.

03

0.35

36

.73

25.54

-

Depr

eciat

ion/

Dedu

ction

s Tra

nslat

ion

Accu

mula

ted

Net B

ook

Net B

ook

(Am

ou

nt

in `

Cro

re)

No

te 1

2

108

Note 13

Note 14

(Amount in ` Crore)

Notes forming part of Consolidated financial statements

(Amount in ` Crore)

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

NON-CURRENT INVESTMENTS (NON TRADE)Other Investments (Quoted) *i) Investment in Bonds

- 11% NCD of Tata Motors Finance Limited 5.00 - ii) Investments in Mutual Fund

- Axis Fixed Term Plan - Series 21 (394 days)-Growth 2.50 - - BSL Fixed Term Plan - Sr. ES - growth 2.00 - - Reliance Fixed Horizon Fund - XXI - Sr 18-Growth 5.00 - - Birla Sun Life Fixed Term Plan Series DU - Growth 2.00 - - HDFC FMP 400 Days-Feb 2012-1 - Series XXI 2.50 - - Tata FMP Series 39 Scheme-Growth 2.50 - - ICICI FMP Series 62 - 396 Days Plan F Cum 2.50 - - ICICI FMP Sr. 63 - 384 Days Plan A Cum- 5.00 - - BSL Fixed Term Plan - Series EV-Growth 5.00 - - Kotak FMP Series 80-Growth 5.00 - - JP Morgan India - FMP - Series 6- Growth 4.00 -

* (Note: Market value of quoted investments Rs. 43.35 Crore( P.Y. Rs. Nil)) 43.00 -

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

LONG - TERM LOANS AND ADVANCESUnsecured (Considered Good)(A) Financial

(a) Security Deposits 1.75 0.39 (b) Loans to employees # 0.37 0.50 (c) Loans to others 14.14 16.88

16.26 17.77

(B) Non Financial(a) Capital Advances 0.19 0.03 (b) Prepaid Expenses - 0.70 (c) Deposits with Government and others 0.84 0.91

1.03 1.64

17.29 19.41

# Note : Includes amount given to Managing Director Rs. 0.20 Crore (P.Y. Rs. 0.28 Crore)

109

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Note 15

Notes forming part of Consolidated financial statements

(Amount in ` Crore)

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

CURRENT INVESTMENTS - OTHERS a) Investments in Mutual Fund (Unquoted)

Current Investments (At Cost or Fair value whichever is lower)HDFC F R I F - STF - WP - Daily Dividend - 2.97 Reliance Money Manager Fund - Institutional Option - DDR - 9.90 Jpmorgan India Treasury Fund- Super Inst. Daily Div Plan- Reinvest - 2.07 TATA Fixed Income Portfolio Fund Scheme B3 Reg Quarterly - 4.13 ICICI Prudential Interval Fund Half Yearly Interval Plan - I Institutional Dividend - 2.06 Kotak FMP 6M Series 10 - Dividend - 1.00 BSL Interval Income Fund-INSTL-Quarterly-Series 1-Dividend-Payout - 0.50 BSL Qtly Interval - Series 4 - Dividend - Payout - 1.98 Kotak Quarterly Interval Plan Series 4 - Dividend - 0.90 IDFC Money Manager Fund - TP - Super Inst Plan C - DDR - 9.09 TATA Floaters Fund - DDR - 10.90 Birla Sun Life Savings Fund - Insti. - DDR - 2.02 UTI-floating rate fund-short term plan-Institutional daily dividend plan - Reinvestment - 1.03 UTI Treasury Advantage Fund - IP DDR - 6.06 TATA FMP Series 28 Scheme A Dividend - 3.00 SBI SHDF Ultra Short Term - IP - DDR - 9.95 Birla Short Term FMP Series 7 Dividend - 1.00 IDBI Ultra Short Term Fund - DDR - 2.52 BSL Short Term FMP Series 8 - Div - Payout - 1.00 Religare FMP Series V - Plan F (91 days)- Dividend - 2.00 TATA Fixed Income Portfolio Fund Scheme B2 Regular Monthly Dividend - 3.02 IDFC Savings Advantage Fund - Plan A - DDR - 4.02 UTI Fixed Income Interval Fund-Monthly Interval Plan-II-Institutional Dividend Plan-Payout - 2.00 JP Morgan India Fixed Maturity Plan 95D Series 1 - Dividend Plan - Payout - 1.70 IDFC Fixed Maturity Monthly Series - 30 Dividend - 5.00 SBI Debt Fund Series - 90 Days - 42 - Dividend - 1.00 IDBI Liquid Fund - DDR - 4.00 DWS Money Plus Fund - Institutional DDR - 1.25 Religare Credit Opportunities Fund DDR 35.57 - Principal Cash Management Fund - DDR 50.00 - Baroda Pioneer Treasury Advantage Fund IP Growth 20.00

105.57 96.07

b) Investments in Mutual Fund (Quoted) *DWS Fixed Term Series 87 - Div. Payout 5.50 - JM Fixed Maturity Fund Series XX Plan A 2.00 - TATA Fixed Maurity Plan Series 36 Scheme B 2.00 - UTI Fixed Term Income Fund - Series X - VII - Growth 5.00 - BSL Fixed Term Plan - Series EI- Growth 5.00 - JP Fixed Maturity Plan - Sr 8 -Growth 20.00 - DSP FMP Series 23 - 12M-Growth 2.00 -

41.50 -

* (Note: Market value of quoted investments Rs. 41.93 Crore( P.Y. Nil)) 147.07 96.07

110

Note 16

Note 17

Notes forming part of Consolidated financial statements

Note 18

(Amount in ` Crore)

(Amount in ` Crore)

(Amount in ` Crore)

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

CASH AND BANK BALANCES(A) Cash and Cash Equivalents

(a) Cash on hand 0.04 0.03 (b) Cheques, drafts on hand 2.95 32.68 (c) Current Account with banks (Refer Note (i)) 173.74 94.68 (d) Bank Deposits less than 3 months maturity 115.20 30.00

(B) Other Bank Balances(a) Earmarked balance with banks 0.64 0.49 (b) Bank Deposits with more than three months but less than

12 months maturity 49.87 15.08 (c) Pledged/lien with Banks 0.39 0.37

342.83 173.33 Note:(i) In foreign currencies 37.56 47.20

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

OTHER CURRENT ASSETS(A) Financials

(a) Interest Accrued on deposits and investments 1.71 0.59 (b) Bills of Exchange 36.59 - (c) Loans to Others - 14.35 (d) Unbilled Revenue 9.66 5.03

47.96 19.97

TRADE RECEIVABLES(Unsecured, considered good unless otherwise stated)

(a) Trade receivables due for a period exceeding six monthsConsidered good 3.80 0.91 Considered doubtful 15.47 12.90

19.27 13.81 Less : Allowances for doubtful debts 15.47 12.90

3.80 0.91 (b) Other Trade Receivables

Considered good 286.22 230.39 Considered doubtful 1.24 0.64

287.46 231.03 Less : Allowances for doubtful debts 1.24 0.64

286.22 230.39

290.02 231.30

111

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Note 19

Note 20

(Amount in ` Crore)

Notes forming part of Consolidated financial statements

Note 20 (i)Earnings Per Share

OTHER CURRENT ASSETS Note 18 continued... (Amount in ` Crore)

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

(B) Non Financials(a) Advances to suppliers and contractors 9.05 5.27 (b) VAT, other taxes recoverable, statutory deposits 1.95 0.45 (c) Prepaid expenses 18.59 17.09 (d) Unamortized Premium on forward contract 0.66 -

30.25 22.81

78.21 42.78

ParticularsAs at

Mar 31, 2012 As at

Mar 31, 2011

SHORT TERM LOANS AND ADVANCESUnsecured (Considered Good)

(A) Financials(a) Deposit with Financial Companies 10.00 - (b) Inter Corporate Deposits (Refer Note 20(v)) 30.00 - (c) Loans and advances to related parties (Refer Note 20 (v)) 2.26 2.01 (d) Security Deposits 1.82 1.40 (e) Loans and Advances employees 5.53 4.52

(Includes amount given to Managing Director Rs. 0.13 crores (P.Y. Rs. 0.12 crores))Less : Allowances for doubtful loans and advances 0.04 0.04

49.57 7.89 (B) Non Financials

Deposits with Government and others 0.03 0.01

49.60 7.90

2011-12 2010-2011

(a) Profit after tax ` Crore 208.37 139.02 (b) The weighted average number of Ordinary

Shares for Basic EPS Nos. 42,279,184 37,273,672

(c) The nominal value per Ordinary Share ` 10.00 10.00

(d) Earnings Per Share (Basic) ` 49.28 37.30

(e) Profit after tax for Basic & Diluted EPS `Crore 208.37 139.02 (f ) The weighted average number of Ordinary

Shares for Basic EPS Nos. 42,279,184 37,273,672 (g) Add: Adjustment for Employee Stock Options

(Refer Note 3 (iv)) Nos. 114,671 149,796 (h) The weighted average number of Ordinary

Shares for Diluted EPS Nos. 42,393,855 37,423,468

(i) Earnings Per Shares (Diluted) ` 49.15 37.15

112

(Amount in ` Crore)

Notes forming part of Consolidated financial statements

(Amount in ` Crore)

(Amount in ` Crore)

Note 20 (ii)Contingent Liabilities

Note 20 (iii)Movement in Goodwill

Note 20 (iv) Segment ReportingPrimary SegmentSegment reporting is made on the basis of geographical location of the customer.

Fixed assets used in the Company’s business or liabilities contracted have not been identified to any of the reported segments, as fixed assets and services are used interchangeably by reported segments.Secondary segmentThe complete operations of the Company have been treated as a single segment “Information Technology Services”.Previous year figures have been shown in italic.

As atMarch 31, 2012

As atMarch 31, 2011Particulars

Revenues 549.24 489.21 457.22 127.96 18.98 1,642.61 460.10 387.83 279.00 112.70 16.21 1,255.84

Identifiable operating expenses 488.29 307.47 311.67 100.34 12.44 1,220.21 414.13 238.44 222.71 118.07 15.49 1,008.84

Allocated expenses 4.68 14.39 41.75 23.55 1.57 85.94 2.01 7.82 1.12 0.41 0.16 11.52

Segmental operating income 56.27 167.35 103.80 4.07 4.97 336.46 43.96 141.57 55.17 (5.78) 0.55 235.47

Unallocable expenses 88.74 67.78

Other Income 24.11 12.22

Net profit before taxes 271.83 179.91

Taxes 63.46 40.89

Net profit after taxes 208.37 139.02

USA India UK Rest ofEurope

Rest of theWorldParticulars Total

(a) Income Tax demands disputed in appeals 1.98 2.19 (b) Sales Tax demands disputed in appeals 21.81 0.53 (c) Service Tax demands disputed in appeals 3.39 3.14 (d) Corporate Guarantees issued to Bank in respect of loan

taken by subsidiary companies 257.35 228.14

As atMarch 31, 2012

As atMarch 31, 2011Particulars

As at the beginning of the year 344.57 328.88 Deductions / Adjustments during the period - (0.02)Translation difference 53.33 15.71As at the end of the year 397.90 344.57

113

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Note 20 (v) Related Party Disclosures for the year ended March 31, 2012

a) Related party and their relationship

1 Parent Company Tata Motors Limited

2 Fellow subsidiaries 1 TAL Manufacturing Solutions Ltd.2 TML Driveline Ltd.3 Sheba Properties Ltd.4 Concorde Motors (India) Ltd.5 Tata Daewoo Commercial Vehicle Co.Ltd.6 Tata Motors Insurance Broking & Advisory Services Ltd.7 Tata Motors European Technical Centre Plc.8 Tata Motors Finance Limited9 Tata Marcopolo Motors Ltd.10 Tata Motors (Thailand) Ltd.11 TML Holdings Pte Ltd., Singapore12 TML Distribution Company Limited13 Tata Hispano Motors Carrocera S.A.14 PT Tata Motors Indonesia (incorporated on December

29, 2011)15 Tata Motors (SA) (Proprietory) Limited16 Miljobil Grenland AS 17 Jaguar Land Rover PLC (name changed from

JaguarLandRover Limited with effect from April 6, 2011)

18 Jaguar Cars Ltd19 Jaguar Cars Overseas Holdings Ltd 20 Jaguar Land Rover Austria GmbH21 Jaguar Belux NV 22 Jaguar Land Rover Japan Ltd.23 Jaguar cars South Africa (pty) Ltd24 Jaguar Italia SPA (merged into Land Rover Italia w.e.f.

December 31, 2011)25 Jaguar Cars Exports Ltd 26 The Daimler Motor Company Ltd 27 The Jaguar Collection Ltd 28 Daimler Transport Vehicles Ltd 29 S.S. Cars Ltd 30 The Lanchester Motors Company Ltd 31 Jaguar Hispania Sociedad 32 Jaguar Land Rover Deutschland (name changed from

Jaguar Deutschland GmbH w.e.f November 28, 2011)33 Land Rover34 Land Rover Group Ltd35 Jaguar Land Rover North America LLC36 Land Rover Belux S.A./N.V 37 Land Rover Ireland Ltd 38 Jaguar Land Rover Nederland BV39 Jaguar Land Rover Portugal - Veiculos e Pecas LDA40 Jaguar Land Rover Australia Pty Ltd.

Additional information to the Consolidated Financial Statements

114

41 Land Rover Exports Ltd42 Jaguar Land Rover Italia SpA (name changed from

Land Rover Italia SpA w.e.f December 31, 2011)43 Land Rover Espana SL 44 Land Rover Deutschland GmbH (merged into

Jaguar Deutschland w.e.f. November 28, 2011)45 Jaguar Land Rover Korea Company Ltd46 Jaguar Land Rover Automotive Trading (Shanghai)

Company Ltd.47 Jaguar Land Rover Canada ULC48 Jaguar Land Rover France, SAS49 Jaguar Land Rover (South Africa) (Pty) Ltd.50 Jaguar Land Rover Brazil LLC51 Limited Liability Company "Jaguar Land Rover"

(Russia)52 Land Rover Parts Limited53 Land Rover Parts US LLC (dissolved w.e.f September

30, 2011)54 Jaguar Land Rover (South Africa) Holdings Ltd.

(incorporated on September 9, 2011)55 Tata Hispano Motors Carrosseries Maghreb56 Tata Daewoo Commercial Vehicle Sales and

Ditsribution Co. Ltd.57 Tata Precision Industries Pte. Ltd.58 Tata Engineering Services Pte Ltd.59 Trilix S.r.l.

3 Joint Venture TATA HAL Technologies Limited

4 Associates of Parent Company 1 Tata Cummins Ltd 2 Tata Precision Industries (India) Ltd.3 Fiat India Automobiles Ltd.4 Spark44 (JV) Ltd. (w.e.f. February 15, 2011)5 Jaguar Cars Finance Ltd.6 Automobile Corporation of Goa Ltd7 Nita Co Ltd 8 Telco Construction Equipment Co.Ltd.9 Tata AutoComp Systems Ltd

5 Key Management Personnel Mr. P. R. McGoldrick

6 Key Management Personnel in 1 Mr. Warren K Harrissubsidiary companies & Joint Venture 2 Mr. Fernando Oviedo

3 Mr. Nick Sale4 Mr. Ramesh Indhewat5 Mr. Lokesh Shrivastava

Additional information to the Consolidated Financial Statements

Note 20 (v) Continued

115

Eighteenth Annual Report 2011-12

Tata Technologies Limited

Note 20 (v) Related Party Disclosures for the year ended March 31, 2012

b) Transactions with related partiesA statement of transactions with related parties is attached here with.

Disclosure of material transactions:

Services received:Tata Motors Ltd. Rs. 1.64 crores (March 31, 2011 Rs. 0.0007 crores)Tata Motors European Technical Centre Rs. 2.60 crores (March 31, 2011 Rs. Nil)Tata HAL Technologies Ltd. Rs. 0.30 crores (March 31, 2011 Rs. 1.35 crores)

Services rendered:Tata Motors Limited: Rs. 386.30 crores (March 31, 2011 Rs. 268.54 crores)JLR Rs. 365.95 crores (March 31, 2011 Rs.201.46 crores)

Interest Received:Tata Motors Limited: Rs. 1.92 crores (March 31, 2011 Rs. 1.04 crores)Tata Motors Finance Limited Rs. 0.78 crores (March 31, 2011 Rs. 0.25 crores)

Sale of goods(inclusive of sales tax) 63.15 - 0.55 - (32.26) - (0.29) -

Services received 1.64 2.60 0.30 - (-0.00) (-) (1.35) -

Services rendered 338.05 414.62 0.18 - (268.54) (235.80) (0.01) -

Finance placed (including loans, equity & ICD) 461.40 25.01 - - (271.00) (-) - -

Finance received back (including loans,equity & ICD) 459.40 - - - (326.00) - - -

Interest/Dividend paid/(received)(net) -1.92 (0.78) - - (-5.53) - - -

Remuneration - - - 8.41 - - - (6.73)

Amount receivable 18.46 113.23 2.27 - (21.87) (61.23) (0.15) -

Amount payable 0.18 1.39 - 0.20 (0.45) (-0.00) (0.35) (0.20)

Amount receivable (in respect of loans, Equity & ICD) 2.00 25.69 - - (-) - (4.32) -

Amount payable (in respect of loans, Equity & ICD) - (0.03) - - (-) (0.00) - -

Previous year's figures are shown in the brackets

Additional information to the Consolidated Financial Statements

(Amount in ` Crore)

ParticularsParent

CompanyFellow

subsidiariesJoint

Venture

KeyManagement

Personnel

116

Note 20 (vi) The Company has a joint venture with Hindustan Aeronautics Ltd., TATA HAL Technologies Ltd (THTL) for providing engineering and design solutions and services in the domain of aerostructures for aerospace industry. The Company has an investment of Rs. 4.32 crores as at March 31, 2012, representing 50% shareholding in THTL. The proportionate share of assets and liabilities as on March 31, 2012 and income and expenditure for the year 2011-12 of THTL are given below.

Note 20 (vii) The Revised Schedule VI has become effective from April 1, 2011 for the preparation of Financial Statements. This has significantly impacted the disclosure and presentation made in the Financial Statements. Previous Year's figures have been regrouped/reclassified wherever necessary to correspond with the current year's classifications / disclosures.

Additional information to the Consolidated Financial Statements

(Amount in ` Crore)

RESERVES AND SURPLUS

Profit & Loss (2.95) (2.15)(2.95) (2.15)

NON-CURRENT LIABILITIES 0.06 0.06

CURRENT LIABILITIES 0.28 0.37

(2.61) (1.72)NON-CURRENT ASSETSNet Block (including CWIP) 0.57 0.70 Long Term Loans and Advances 0.50 0.35

1.07 1.05 CURRENT ASSETSTrade Receivables 0.34 0.48 Cash and Cash Equivalents 0.27 1.01 Short Term loans and advances 0.03 0.05 Other Current Assets 0.00 0.01

0.64 1.55

1.71 2.60

Particulars

Particulars

As on31 March

2012(Audited)

As on31 March

2011(Audited)

2011-12(Audited)

2010-11(Audited)

INCOME

Service Income 2.48 1.54 Other income 0.07 0.14

2.55 1.68

EXPENDITURE Cost of Traded Items & Services 0.44 - Salary & other general expenses 2.66 1.83 Depreciation 0.24 0.17

3.34 2.00

117

Eighteenth Annual Report 2011-12

Tata Technologies Limited

NOTE - A (Amount in ` Crore)

Year endedMar 31, 2012

Year endedMar 31, 2011

NOTE - B

NOTE - C

NOTE - D

(Amount in ` Crore)

(Amount in ` Crore)

(Amount in ` Crore)

Notes forming part of Consolidated financial statements

Particulars

REVENUE FROM OPERATIONS

(a) Sale of Products 436.38 367.46 (b) Sale of Services 1,196.78 881.86 (c) Commission Income 9.45 6.51

1642.61 1255.83

Particulars

Particulars

Year endedMar 31, 2012

Year endedMar 31, 2011

Year endedMar 31, 2012

Year endedMar 31, 2011

OTHER INCOME

(a) Interest income-Others 6.73 9.32(b) Interest income-Long Term Investments 0.34 -(c) Dividend income - Other Current Investments 16.47 1.15 (d) Foreign Currency Gain 0.24 -(e) Other non-operating income 0.56 1.75

24.34 12.22

COST OF TRADED PRODUCTS

(a) Purchase of Products 314.80 261.70 (b) Change in Stock in Trade 0.72 4.57

315.52 266.27

Year endedMar 31, 2012

Year endedMar 31, 2011Particulars

CONSULTANCY FEES, SOFTWARES AND OTHERS

(a) Outsourcing Charges 196.58 128.57 (b) Software-internal use 4.39 2.86 (c) Professional Fees 22.36 17.70 (d) Training Costs 0.42 1.89

223.75 151.02

118

Particulars

NOTE - E

NOTE - F

Year endedMar 31, 2012

Year endedMar 31, 2011

(Amount in ` Crore)

NOTE - G

Year endedMar 31, 2012

Year endedMar 31, 2011

Notes forming part of Consolidated financial statements

Particulars

OTHER EXPENSES

(a) Repairs & Maintenance -Buildings 3.22 2.00 - Plant & Machinery 0.76 0.22 - Others 2.45 1.75

(b) Rent* 12.85 9.69 (c) Rates and Taxes 1.51 1.01 (d) Provision for Wealth Tax 0.01 0.01 (e) Insurance 2.79 2.01 (f ) Overseas Marketing Expenses 2.33 1.50 (g) Advertisement and Publicity 0.45 0.02 (h) Business Promotion Expenses 0.83 0.88 (i) Office Expenses 8.56 6.50 (j) Travelling & Conveyance 42.01 35.47 (k) Power & Fuel 3.14 3.59 (l) Water Charges 1.12 0.32 (m) Auditors Remuneration** 1.55 1.22 (n) Staff Training and Seminar Expenses 4.40 1.89 (o) Staff Recruitment Expenses 4.16 2.47 (p) Commision to Others 0.42 0.38 (q) Foreign Currency Loss - 2.29 (r) AMC charges 8.59 3.32 (s) Communication Expenses 12.13 9.90 (t) Bad Debts written off 0.85 0.38 (u) Allowances for doubtful debts 2.26 5.49 (v) Loss on Sale of Investments 0.01 - (w) Miscellaneous Expenses 6.37 5.44

122.77 97.75

FINANCE COSTS

Interest Expense - Interest on Short Term Borrowings 1.53 2.37 - Interest on Long Term Borrowings 5.70 5.00

7.23 7.37

(Amount in ` Crore)

Particulars Year ended

Mar 31, 2012 Year ended

Mar 31, 2011

(Amount in ` Crore)

EMPLOYEE BENEFIT EXPENSE

(a) Salaries and Wages 670.33 525.31 (b) Contribution to Provident Fund 9.58 7.61 (c) Contribution to Superannuation Scheme 4.26 3.43 (d) Contribution to Gratuity Fund 5.01 3.12 (e) Staff welfare Expenses 10.49 7.40

699.67 546.87

119

Eighteenth Annual Report 2011-12

Tata Technologies Limited

*Obiligations under operating lease

Year endedMar 31, 2012

Year endedMar 31, 2011

Obligations towards non-cancellable lease

**Auditors' Remuneration (Excluding Service tax)

The Company has entered into operating lease arrangements for office premises.This includes lease obligations on account of a lease arrangements for premises in Thane entered during the year which has no impact on Profit and Loss Account for the current year.

Year endedMar 31, 2012

Year endedMar 31, 2011

(Amount in ` Crore)

(Amount in ` Crore)

Notes forming part of Consolidated financial statements

Particulars

Lease ObligationsDues not later than one year 12.31 9.59 Due later than one year but not later than five years 22.96 17.24

35.27 26.83 Later than five years - 1.22 Lease payments recognised in the statement of profit 12.85 9.69 and loss for the year

For Holding Company(i) For services as auditors, including quarterly audits 0.30 0.25 (ii) For Tax Audit 0.04 0.03 (iii) For other services 0.01 0.01 (iv) Reimbursement of out-of-pocket expenses 0.01 -

0.36 0.29 For Subsidiaries & Joint venture(i) For services as auditors, including quarterly reviews 1.12 0.87 (ii) For Tax Audit - - (iii) For Other services 0.06 0.05 (iv) Reimbursement of out-of-pocket expenses 0.01 0.01

1.19 0.93

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Tata Technologies Limited

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122

Frequently Asked Questions by Investors:

1. Procedure for notifying the change in address

The investor must send a request letter to TSR Darashaw Ltd (TSRDL), mentioning the new address and the pin code along with all the folio numbers, duly signed by the first shareholder, as per the specimen signature registered with TSRDL. TSRDL will then advise about the documents to be submitted for registering the address change.

A computerized acknowledgement will be sent to the investor’s new address confirming the updation of the change in the records.

In case of dematerialized holdings, the Investor must write to his Depository Participant immediately and ensure that he or she receives a confirmation of them having noted the Investors’ new address.

A. Individuals

Please submit the following to TSRDL:

1. Consequent to marriage/divorce/attaining majority, please send an attested copy of the marriage certificate/divorce decree/birth certificate or school leaving certificate as the case may be, duly attested by a Notary Public/Bank Manager under his official seal stating full name, address & registration no. (in case of Notary Public) and full name, designation & name and 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 to be changed should be attested by his/her Bank Manager under his official seal stating his full name, designation and name and address of Bank. The other holders, if any, should sign as per the 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. Corporate

For securities held in physical form, please write to TSRDL enclosing an original or certified copy of the Certificate of Incorporation on Change of Name along with the Share Certificates in original for the necessary endorsements thereon.

3. 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 in case 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. In case the Dividend Warrant has been returned to TSRDL or the dividend warrant has not been duly sent, the warrant will be sent to the investors address as recorded with TSRDL provided the amount has not been transferred to the Investor Education and Protection Fund. In case there is a change in address to be registered, please refer to instructions under the “Procedure for change of address”.

4. Procedure 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. The fresh instrument will be mailed to the address as recorded with TSRDL, if the amount reflects an outstanding status in the records of TSRDL, provided the amount has not been transferred to the Investor Education and Protection Fund. In case there is a change in address to be registered, please refer to instruction under “Procedure for change of address”.

2. Procedure for notifying change of name

Investors notifying the change of name should follow the following procedure:

123

5. Procedure for transfer of Shares

Transferee(s) need to send the Share Certificate(s) along with the share transfer deed in the prescribed Form 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 place on the back of the form. In case the number of stamps to be affixed exceeds the space provided in the form, extra sheets may be attached to the form on which the stamps can be affixed. Share transfer stamps are available at the offices of the Government Treasury. The transfer deed can also be franked instead of affixing the share transfer stamps. The prescribed Form 7B can be obtained from any Stock Exchange at Re 1/- per form. For securities held in electronic form, the Investor must contact his/her Depository Participant.

6. Procedure for transmission of Shares

For transmission of securities in case of legal heir/executor in respect of the sole shareholder who is deceased, please submit the following to TSRDL:

1. An attested copy of the death certificate of the deceased holder along with attested copy of Succession Certificate or Probate of Will or Letter of Administration obtained in respect of the sole holding. Attestation on the above documents should be done by a Notary Public under his official seal 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 seal stating 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 to write to TSRDL for further advice.

For securities held in electronic form, the Investor must contact his/her Depository Participant.

7. Procedure for obtaining duplicate Share Certificate(s) in case of loss/misplacement of original Share Certificate(s)

The shareholder must immediately inform TSRDL by sending a letter regarding loss of certificates, giving details of folio number and distinctive numbers, duly signed by the first holder as per the specimen signature registered with TSRDL. It is advisable to lodge a complaint with the local Police Station. The Investor must send to TSRDL, an acknowledged copy of the Complaint/FIR for advice on the further course of action.

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.

8. Procedure for notifying change in bank account details

The investor must send a request letter to TSR Darashaw Limited, mentioning the New Account number which 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 the passbook with the changed bank account details, duly attested by the Bank Manager.

9. Procedure 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 all shareholders in case of joint shareholding), as per the specimen signature recorded with TSRDL. The Share Certificates, after splitting or consolidation, will be sent by TSRDL to the shareholders at their registered address.

*In case of consolidation of Share Certificates having different Folios, please follow the procedure for consolidation of folios to facilitate consolidation of Share Certificate.

Eighteenth Annual Report 2011-12

Tata Technologies Limited

124

10. Procedure for amalgamation/consolidation of Folios

In case the shareholder has more than one folio registered with same address and identical names which are in same order, the shareholder must send a request letter to TSR Darashaw Limited along with the certificates pertaining to the folio having the smaller holdings duly signed by the shareholder (by all shareholders in case of joint shareholding), as per the specimen signature recorded with TSRDL. Do not send the certificates pertaining to the larger holdings, in which account the multiple folios are being amalgamated. The prescribed form for amalgamation can be obtained from TSRDL or downloaded from their website. For securities held in electronic form, the Investor must contact his/her Depository Participant.

12. Procedure 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 prescribed Transposition form available at the offices of TSRDL (can also be downloaded from TSRDL website). The form is to be signed by all the joint holders as per the specimen signature recorded with TSRDL, and submitted 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.

For securities held in electronic form, the Investor must contact his/her Depository Participant.

13. Receipt of Annual Report through email

Shareholders can receive Annual Reports through email. Shareholders are requested to update their email ids with TSRDL or their respective Depository Participants. Shareholders are also requested to dematerialize their shares and update their email ids with their Depository Participants.

14. In case of non-receipt of Annual Report

The shareholder can contact the Secretarial Department of the Company to enquire on the status of dispatch of the Annual Reports. The investor can also find the latest Annual Report of the Company on the website of the Company under the “investors” section.

15. Sale of shares by employees to the Tata Technologies Employee Stock Option Trust

Any employee who wants to sell his/her shares can sell to the shares to the Tata Technologies Limited Employee Stock Option Trust by writing to the Trust at ttesoptrust@tatatechnologies.com stating the reason for the sale of the shares. The Trust will then purchase the shares from the employee subject to the approval of the Stock Allotment Committee. After approval of the Committee, the Trust will then inform the employee about the further documents to be submitted and steps to be taken for the sale of shares.

1. What is Demat and what are its benefits?

Dematerialization (‘Demat’ in short form) signifies conversion of a share certificate from its present physical form to electronic form for the same number of holding.

It offers scope for paperless trading through state-of-the-art technology, whereby share transactions and transfers are processed electronically without involving any share certificate or transfer deed after the share 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 the name of buyers as well its inherent problems of bad deliveries, delay in processing/fraudulent interception in postal transit, etc.

11. Procedure for “Nomination” for shares

Shareholders who hold the shares singly in physical form and wish to make or change the nomination in respect of the shares held by them as permitted under section 109A of the Act, may submit an application to TSR Darashaw Limited (TSRDL) in the prescribed Form 2B. The said form can be obtained from TSRDL or downloaded from their website.

For securit ies held in electronic form, the Investor must contact his/her Depositor y Participant.

Frequently Asked Questions on Dematerialization:

125

Eighteenth Annual Report 2011-12

Tata Technologies Limited

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 operation of Depositories and demat operations. Two Depositories are in operation - National Securities Depository Limited(NSDL) andCentral 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. 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) is an organization like a Central Bank, i.e. Reserve Bank where the securities on an investor are held in electronic form, through Depository participants. A Depository Participant is the agent of the Depository and is the medium through which the shares are held in the electronic form. They are also the representatives of 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 funds in accounts whereas; a Depository holds securities in accounts for its clients. A bank transfers funds between accounts whereas; a Depository transfers securities between accounts. In both systems, the transfer of funds or securities happens without the actual handling of funds or securities. Both the banks and the Depository are accountable for safe keeping of funds and securities respectively.

3. How to demat ones shares?

First, the Investor will have to open an account with a Depository Participant (DP) and get a unique Client ID number. Thereafter, he/she will have to fill up a Dematerialization Request Form (DRF) provided by the DP 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 Registrar and Share Transfer Agent through the Depository for confirmation of demat. Each request will bear a unique transaction number.

The DP will simultaneously surrender the DRF and the shares to the Company’s Registrar and Share Transfer Agent with a covering letter requesting the Registrar and Share Transfer Agent of the Company to confirm demat. The Company’s Registrar and Share Transfer Agent after necessary verification of the documents 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. After receiving this confirmation from the Depository, the DP will credit the account with the shares so ematerialized. The DP will hold the shares in the dematerialized form thereafter on the Investors’ behalf and the Investor will become the beneficial owner of these dematerialized shares.

126

4. 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 holding to physical form by submitting a Rematerialization Request Form (RRF) through their DP in the same manner as Dematerialization. Upon receipt of such request from the DP, the Company will issue share certificates for the number of shares so rematerialized.

5. What are the charges to be paid to demat one’s physical shares? Will the Company pay for it or does theInvestor 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. 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, the Investor has to necessarily lodge the share certificates with a duly executed transfer deed with the Company’s Registrar and Share Transfer Agent.

7. How will the Investor get dividends on dematerialized shares? Will the shareholder get the Annual Report 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 by them in electronic form on the Record date to the Company (Beneficiary Persons, known as Benpos in short). On the basis of Benpos, the Company will issue dividend warrants in favor of the demat account holders.

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 as a shareholder.

8. What are the chances of any fraud/disputes in using a demat account? Whom should the Investor approach in such cases?

Common risk factors applicable to trading in physical shares like mismatch in signatures, loss in postal transit 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/CSDL or SEBI would have to be approached for resolving such issues.

9. Can the Investor pledge his/her shares in demat form for the purpose of availing any funding/loan arrangement with the bankers?

Yes. The Investor will have to contact his/her DP for this.

127

Notes

Notes

Notes

I hereby record my presence at the EIGHTEENTH ANNUAL GENERAL MEETING of the Company at 25, Rajiv Gandhi Infotech Park, Hinjawadi, Pune 411 057, at 3:30 p.m. on Friday, June 22 , 2012.

NOTE: The proxy must be returned so as to reach the Registered Office of the Company not less than FORTY-EIGHT HOURS before thetime for holding the aforesaid meeting.

:

Tata Technologies Limited

Attendance Slip

Name:

Address:

Folio No:

SIGNATURE

NOTES: 1. Member/Proxyholder wishing to attend the meeting must bring the Attendance Slip to the meeting and hand over the same duly signed, at the entrance.

2. Member/Proxyholder desiring to attend the meeting should bring his/her copy of the Annual Report for reference at the meeting.

Proxy

Signed this day of 2012.

This form is to be used of the resolution. Unless otherwise instructed, the proxy will act as he/she thinks fit.

*Strike out whichever is not desired.

Reference Folio:

No of Shares:

Signature

Affix 1 RupeeRevenue

Stamp

*in favour

*against

I/We

of in the district of, being

a member/members of the above named Company, hereby appoint

of in the district of, or failing him

of in the district of

as my/our Proxy to attend and vote for me/us and on my/our behalf at the Eighteenth

Annual General Meeting of the Company, to be held on Friday, June 22, 2012 or at any adjournment thereof.

Tata Technologies Limited

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

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

THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.

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Tata Technologies Limited

25 Rajiv Gandhi Infotech Park

Hinjawadi Pune 411 057 India

Email: corporate@tatatechnologies.com

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