BOARD OF DIRECTORS - Tata International: A global trading and distribution company · 2016. 10. 7. · 1 BOARD OF DIRECTORS (As on 17th June, 2015) B. Muthuraman - Chairman (retired

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BOARD OF DIRECTORS(As on 17th June, 2015)

B. Muthuraman - Chairman (retired w.e.f. 26th September, 2014)Gopal Krishna Pillai (Appointed as Additional Director and Chairman w.e.f. 25th September, 2014)H. S. VachhaPiyush G. MankadArun K. VoraNoel Tata - Managing DirectorR. MukundanRavi PisharodySandhya Kudtarkar (Appointed as Additional Director w.e.f. 23rd March, 2015)

REGISTERED OFFICETrent House, G- Block,Plot No. C 60, Next to Citibank,Bandra Kurla Complex, Bandra East,Mumbai - 400 051.

LEGAL ADVISORSMulla and Mulla and Craigie, Blunt and Caroe

AUDITORSDeloitte Haskins & Sells LLP

BANKERSState Bank of IndiaStandard Chartered BankICICI BankHong Kong and Shanghai Banking Corporation Ltd.BNP Paribas

Fifty second annual report 2014-2015

Tata International Limited

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CONTENTS

Page No.(s)

Year in Brief ............................................................................................................... 4

Directors’ Report ...................................................................................................... 5-18

Annexure to the Directors’ Report ..................................................................... 19-47

Auditors’ Report ...................................................................................................... 48-49

Annexure to the Auditors’ Report ..................................................................... 50-51

Balance Sheet ........................................................................................................... 52

Statement of Profit and Loss ............................................................................... 53

Cash Flow Statement ............................................................................................. 54-55

Significant Accounting Policies .......................................................................... 56-59

Notes forming part of the Financial Statements .......................................... 60-102

Consolidated Financial Statements .................................................................. 103-170



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YEAR IN BRIEF

2014-15 (` Lakhs)

2013-14 (` Lakhs)

TURNOVER 1,51,622 1,35,234

EXPORTS 1,03,845 91,107

DOMESTIC 47,777 44,127

GROSS REVENUE 1,64,948 1,50,750

PROFIT/(LOSS) BEFORE TAX 664 1,844

PROFIT/(LOSS) AFTER TAX 439 1,817

DIVIDEND 401 401

TAX ON DISTRIBUTED PROFITS 60 -

TRANSFER TO DEBENTRUE REDEMPTION RESERVE 1,225 3,267

RETAINED EARNINGS (1,247) (1,851)

FIXED ASSETS

GROSS 26,066 27,320

NET 8,180 12,089

SHARE CAPITAL 4,010 4,010

RESERVES & SURPLUS 45,594 45,799

BORROWINGS 60,559 64,720

CAPITAL EMPLOYED 1,10,163 1,14,529

Rupees Rupees

EARNINGS PER SHARE 109 453

NET WORTH PER SHARE 12,370 12,421

Ratio Ratio

DEBT : EQUITY 1.22:1 1.3:1

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DIRECTORS’ REPORT

TO THE MEMBERS,

The Directors are pleased to submit the Fifty-second Annual Report and the Audited statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS:

Stand-alone (` Lakhs) Consolidated (` Lakhs)2014-15 2013-14 2014-15 2013-14

Turnover 151573 134996 1348778 1044971

Profit / (Loss) before exceptional items and Tax (5661) 2072 (17170) (6339)

Exceptional items 6325 699 10678 1676

Profit before Tax 664 2771 (6492) (4663)

Taxes 225 222 5838 4753

Profit from continuing Operations 439 2549 (12330) (9416)

Loss from Discontinuing operations - (732) - (732)

Profit / (Loss) for the year before minority interest and share of profit / (loss) of associates

439 1817 (12330) (10148)

Minority Interest - - (614) 519

Share of Profit / (loss) of associates - - 171 (37)

Profit / ( loss) for the year 439 1817 (12773) (9666)

Add : Balance brought forward from Previous Year 12476 14327 44195 56623

Less: WDV of Assets who’s life has expired 183 - 277 -

The amount available for appropriation is 12732 16144 31145 46957

The appropriations are as follows:

Proposed Dividend [including Tax on Distributed Profits: ` 59.63(Previous Year: ` NIL)] 461 401 634 575

Transfer to Debenture Redemption Reserve 1225 3267 1225 3267

Transfer to General Reserve - - 30 152

Distribution on unsecured perpetual securities - - 1815 -

Add: Recoupment of minority interst of ealier years - - - 1217

Add: Transfer from Capital Reserve - - - 15

Leaving to be carried forward a balance of 11046 12476 27441 44195

GLOBAL OUTLOOK IN SELECT GEOGRAPHIES

(Source – Inputs received from IMF)

Global Economic Outlook

Global growth remains moderate, with uneven prospects across the main countries and regions. It is projected to be 3.5 percent in 2015, in line with forecasts in the January 2015 World Economic Outlook (WEO) Update. Relative to last year, the outlook for advanced economies is improving, while growth in emerging market and developing economies is projected to be lower, primarily reflecting weaker prospects for some large emerging market economies and oil-exporting countries. A number of complex forces are shaping the outlook. These include medium and long-term trends, global shocks, and many country or region-specific factors.



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The authorities in China are now expected to put greater weight on reducing vulnerabilities from recent rapid credit and investment growth. Hence the forecast assumes a further slowdown in investment, particularly in real estate. The outlook for Brazil is affected by a drought, the tightening of macroeconomic policies, and weak private sector sentiment, related in part to the fallout from the Petrobras investigation. The growth forecasts for Russia reflect the economic impact of sharply lower oil prices and increased geopolitical tensions. For other emerging market commodity exporters, the impact of lower oil and other commodity prices on the terms of trade and real incomes is projected to take a toll on medium term growth. Growth in emerging markets is expected to pick up in 2016, driving an increase in global growth to 3.8 percent, mostly reflecting some waning of downward pressures on activity in countries and regions with weak growth in 2015, such as Russia, Brazil, and the rest of Latin America. In many emerging market and developing economies, macroeconomic policy space to support growth remains limited. In oil importers, however, lower oil prices will reduce inflation pressure and external vulnerabilities, and in economies with oil subsidies, the lower prices may provide some fiscal space or, where needed, scope to strengthen fiscal positions.

The United States and Canada: A Solid RecoveryGrowth in the United States and Canada remains solid. However, while lower energy prices have boosted growth momentum in the United States, they pose downside risks to the Canadian economy owing to the relatively large size of its energy sector. In the United States, labor markets and business and consumer confidence have shown improvements. The economy has also so far been resilient to the weaker external conditions and the strengthening dollar. The next prominent policy challenge will be a smooth normalization of monetary policy. Building political consensus around a medium term fiscal consolidation plan and supply-side reforms to boost medium-term growth including simplifying the tax system, investing in infrastructure and human capital, and immigration reform will continue to be a challenge. In Canada, continued monetary policy accommodation and gradual fiscal consolidation would help achieve growth that is more balanced and more broadly based

EuropeAdvanced Europe: Spillovers from a Fragile Euro AreaRecoveryThere are signs of a pickup and some positive momentum in the euro area, reflecting lower oil prices and supportive financial conditions, but risks of prolonged low growth and low inflation remain. The priority is to boost growth and inflation through a comprehensive approach that, in addition to quantitative easing, features the use of available fiscal space, especially for investment; productivity-enhancing structural reforms; and steps tostrengthen bank balance sheets. Growth is more robust in European advanced economies outside the euro area, but some of these economies may need to tighten macro prudential policies if housing-related risks do not subside.

Emerging and Developing Europe: Slower Growth amid Weak External DemandEconomic activity softened in emerging and developing Europe last year, and more countries slipped into deflation. Lower oil prices this year will boost growth somewhat but will add to disinflation pres sures. External demand remains subdued, and high corporate debt continues to weigh on investment. Monetary policy space, where available, should be used to support domestic demand, while countries with weak fiscal positions should shore up sustainability to counter risks of potential market volatility.

Asia and Pacific: Moderating but Still Outperforming Other RegionsAsia’s growth forecast is to hold steady in 2015, and the region is expected to continue outperforming the rest of the world over the medium term. While the Chinese economy is shifting to a more sustainable pace, growth is projected to pick up elsewhere in the region. This reflects the boost from lower world oil prices, strengthening external demand, and still-accommodative financial conditions despite some recent tightening. Risks are two sided, but downside risks dominate. Elevated household and corporate debt amid higher real interest rates and a strong U.S. dollar could amplify shocks.

Sub-Saharan Africa: Resilience in the Face of HeadwindsGrowth in sub-Saharan Africa remains strong, although it is expected to slow in 2015 in the face of headwinds from declining commodity prices and the epidemic in Ebola-affected countries. Key downside risks include further downgrades to growth

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in major trade partners, a sharper-than-expected tightening of global financing conditions, and mounting domestic security threats and policy uncertainty ahead of elections. Oil-exporting countries should enact prompt fiscal adjustments, while oil importers’ policy stances should strike the right balance between promoting growth and preserving stability.

INDIAGDP has been revised and a new series based on 2011-12 has been released by CSO. According to new series, GDP is estimated to have grown by 7.4% in 2014-15.The share of services has reduced in the new GDP series, whereas share of industry has increased. Growth in Agriculture and Industry has come down in FY 2014-15 while services sector growth has risen in the same period. There are signs of revival in basic goods and capital goods. Declining manufactured product prices indicate weak demand and low pricing power at the industry level

FOREIGN TRADE POLICY- Vision and GoalsIndia announced recently its Foreign Trade Policy. The vision is to make India a significant participant in world trade by 2020 and to enable it to assume a position of leadership in the international trade discourse.

For this it has set a goal of attaining an export target (merchandise and services) of $900 bn by 2019-20 from $465.9bn in 2013-14 which would raise India’s share in world exports to 3.5% from 2%.

The FTP seeks to achieve the following objectives:

1. To provide a stable and sustainable policy environment for foreign trade in goods and services.

2. Serve as an important policy link for GoI’s objectives of ‘Make in India’, ‘Digital India’ and ‘Skills India’ to create an ‘Export Promotion Mission’ while emphasizing the Ease of doing business.

3. To promote export diversification of Indian exports by extending help to various sectors of the Indian economy to gain global competitiveness with a view to promote exports

4. To create an architecture for India’s global trade engagement with a view to expand its markets and better integrate with major regions, thereby increasing the demand for India’s products and contribute to the ‘Make in India’ initiative.

To provide for a mechanism for regular appraisal in order to rationalize imports and reduce the trade imbalance.

OPERATING PERFORMANCE – Stand alone

The year 2014-15 continued to be a year full of challenges and opportunities for the Company. The Company on a stand-alone basis achieved an operating revenue of `1591 crores (previous year: `1,410 crores) registering a growth of 11.3%.

TRANSFER TO RESERVES

The appropriations for the year are:

(` lakhs)

Net Profit for the year 439

Balance of Reserve at the beginning of the year 12476

Transfer to General Reserve -

Balance of Reserve at the end of the year 11046

DIVIDEND

The Directors recommend payment of dividend @ 10% pro-rata (previous year : 10%) on 401,000 ordinary shares of ` 1,000 each.

DONATIONS

Donations and contributions amounting to ` 5.20 lakhs (previous year: ` 7.93 lakhs) were made during the year towards community welfare and for educational, social and charitable causes.



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OPERATING PERFORMANCE – Consolidated

On a consolidated basis, the Company achieved an operating revenue of ̀ 13602.29 crores and made a loss of ̀ 127.73 crores. The performance for the year under review was adversely affected due to the operations of the Fashion Leather business, drop in volumes in Footwear business in the last quarter of the year and adverse foreign currency fluctuations in Africa. The Company had to make a mark-to-market provision in Distribution business in Africa due to a sharp depreciation of local currencies vis-à-vis the US Dollar. The Company has taken necessary steps to mitigate these losses and is confident that in FY 2015-16, adverse currency fluctuations would be managed by matching forex exposures across the world.

The Company continues to pursue various improvement initiatives identified and initiated. Given below is a detailed analysis of the operations of the various verticals of the Company.

a) Fashion and Performance Leather Business

Fashion Leather Business ((FLB) accelerated its focus on Global Brands and grew business with some of the World’s major brands – Fossil, Brown Shoes, HH Brown, Geox, Vagabond etc. FLB produced 349 million sq.ft. of finished leather which was a 11.3% growth YoY. The focused working in both the Goat and Sheep businesses has resulted in a growth of more than 18% and 44.6% growth respectively due to improvement initiatives taken up during the year. FLB business has also geared itself to drive internal efficiencies, implement new CAPEX projects and thereby establishing itself as a credible partner in the brand segment of fashion leather business.

b) Footwear Business

During the year, Footwear Business achieved new milestones in process improvements through a focused approach. All units increased volumes and brought in new customers to enhance the product mix.

The Dewas unit crossed the production milestone of 5,000 pairs a day. This resulted in a production growth of 31% and turnover growth of 11% for the year.

The Chennai Units increased the production by 25% and turnover by 20%. Unit 3 at Chennai also started operations in the second shift in order to improve the production capacity utilization.

Going forward, the Business has strong plans to increase the volumes with existing customers and develop relationships with new customers in the US market in order to broad base client base. Plans have also been put in place to increase production in each of the Units through better utilization of existing capacity. This strong growth plan supported by Government’s increased focus on manufacturing sector and skill development is expected to enhance the performance of the division in the coming year.

c) Distribution Business

The Distribution Vertical achieved a turnover of USD 352 Mn (Rs. 2,147 crores) during the year vs. USD 377 Mn (` 2,300 Crores) during 2013-14. During the year, the East Africa operations and Mozambique achieved growth in Automobile sector as well as Non-Auto business.

During the year, operations in Kenya, Tanzania, Uganda and Mozambique met their expectations whilst Nigeria, Ghana and Zambia declined due to very significant currency movements against the US dollar which resulted in a drop in demand and significant mark-to-market exposures for the company which were booked last year.

The company has acquired a majority stake in Unitech Motors, Senegal thereby integrating the distribution and after-sales operations into a single entity which will provide a more focused approach to this market.

The Jaguar Land Rover businesses in Zambia and Ghana are still at a nascent stage of development. Both businesses suffered from extremely difficult economic conditions in their respective countries.

The company continues to represent John Deere, a global leader in farm equipment in Kenya and Nigeria. During the year, work commenced on a brand new facility for sales and service in Nakuru and work on another facility in Narok is underway. Both these facilities will enable us to provide a high standard of sales and service to the farming community in those areas.

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In Nigeria, the company established a sales and service outlet in Lagos. In order to increase the John Deere footprint in Nigeria, work has started on a 3S facility in Enugu. The product has received an enthusiastic response in Nigeria, both in Retail and Institutional markets.

The Non-Auto distribution business covering Healthcare, Chemicals and Agricultural products is being stabilized with teams in Tanzania, Kenya, Uganda, Mozambique and Nigeria.

The Vertical continues to explore new markets in Sub-Saharan Africa whilst seeking to continuously widen its product portfolio.

d) Metals Vertical

(i) Steel Trading Business:

During the year the global steel trading operations exceeded its volume targets, which translated to 40% growth on a y-o-y basis. The Division generated a turnover in excess of ` 5,000 Crores (US$ 860 Mio) globally on the back of good performances in the Americas, Middle East and Africa.

A new partnership with a US based Steel trading Company commenced during Q4 and is expected to add to volumes and profitability in FY16. The division also intends to focus on flat-rolled products as part of its portfolio enhancement program in the coming year. A notable success during the year was the increase in the division’s market share for billets in the Middle East and Africa to 70% of the market. On the other hand unfortunately, falling steel prices and consequent price negotiations/order cancellations eroded margins across regions. The division also embarked on a focused sourcing strategy in an attempt to build larger relationships with a smaller number of key suppliers across the world.

(ii) Products for Aluminum Industry

The division continued to grow its market share to Aluminum Smelters across the world. It also successfully launched new value-added products capable of improving energy efficiency and broadened its portfolio of raw materials to key customers.

(iii) Module Mounting Systems - Solar: The Division has retained its dominant market share in structures for ground mounted solar projects in India. These differentiated low weight structure designs backed by efficient installation team, thereby offering complete solutions to customers have also enabled it to maintain a significant share of large projects being implemented under the National Solar Mission.

(iv) Metallics and Rolls – The Division registered growth in volumes & turnover across all product segments except Rolls vis-à-vis FY14. In FY16, the thrust for the division would be to identify new product lines going forward.

e) Minerals Business

The Minerals Business Vertical achieved a turnover more than ̀ 2,000 Crores during the year registering a growth of 100% by shipping 1 Mn MT in every quarter of the year against a total of 2.2 Mn MT in the previous year, with a commensurate increase in profits. During the year, the division established its back-office operations in India in order to support the aggressive growth plans of the business. Going forward, the division would increase its focus on domestic logistics which could add values to its customers in India.

f) Agricultural Trading Business

Focus on Myanmar has enabled the agricultural trading business in Asia substantially increase volumes over previous year. During the year, the division has increased its presence in Thailand, China and Vietnam in various products like rice, pulses, sesame and beans. In FY 16, the division plans to set up sourcing markets like Canada and include new products in its portfolio.



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JOINT VENTURES

Tata International DLT Private Limited (Tata DLT)

During the year, the Company achieved a turnover of ` 132.97 Crores (previous year: ` 50.36 Crores) with Profit before tax ` 4.28 crore (previous year: ̀ (3.99) crore). The company expanded the customer base for its trailers in addition to the existing sales to Tata Motors. Sales offices were opened in both Jaipur and Ahmedabad and received good response from the market. The assembly unit of the Company at Jamshedpur became functional with a capacity of 50 Trailers per month.

Tata Precision Industries (India) Limited

The Company manufactures high precision Parts/components from metals and plastics using Computerized Numerically Controlled (CNC) and CNC Injection Moulding Machines. These products find application in Telecommunication, Electronics and Automotive sectors.

Tata International Wolverine Brands Limited

The Board decided not to invest further in the TIWBL Joint Venture and consequently Tata International has sent an exit notice from the JV to Wolverine in April 2014. The operations of the JV have significantly reduced after Wolverine cancelled the distribution agreements with the JV and appointed another distributor for the CAT brand in India. There is a discussion between the two partners on the future of the JV Company and the obligation of Wolverine to buy out Tata International’s shares under the JV agreement.

Tata International GST AutoLeather Limited

Tata International GST Autoleather Ltd (a Joint Venture between Tata International Limited and GST Autoleather Inc) completed one year in existence during which the technical teams from both companies have been developing automotive grade finished leather from local raw materials. The Company has also strengthened its Sales and Marketing team during the year under review. Parallel to the development of the Automotive leather for OEMs, GST Autoleather Inc has purchased about 600,000 square feet of leather for its South African operations in the year from the JV Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure A.

NUMBER OF MEETINGS OF THE BOARD

The Board met ten times in the financial year viz., on 09.04.2014, 17.05.2014, 27.05.2014, 19.07.2014, 25.09.2014, 21.10.2014, 05.12.2014, 24.01.2015, 14.02.2015 and 11.03.2015. The maximum interval between any two meetings did not exceed 120 days

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s) and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2014-15. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts for financial year ended 31st March, 2015 the applicable accounting standards had been followed and there were no material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit and loss of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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iv. the Directors have prepared the Annual Accounts for financial year ended March 31, 2015 on a ‘going concern’ basis;

v. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal controls in the Company, its compliance with operating systems, accounting procedures and policies at all company locations and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its products/services is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s Sohan Lal Jalan & Associates, Cost and Management Accoutannts, (Membership No. 7442 and Firm Registration No. 000521) to audit the cost accounts of the Company for the financial year 2014-15 on a remuneration of Rs. 51,300. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking Members’ ratification for the remuneration payable to M/s Sohan Lal Jalan & Associates is included in the Notice convening the Annual General Meeting.

FIXED DEPOSITS

Your Company has not accepted or renewed any deposit from public during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

BOARD’S INDEPENDENCE

The Independent Directors have submitted declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub section (6). The following Non-Executive Directors are Independent in terms Section 149(6) of the Companies Act, 2013:-

1. Mr. Piyush Gunwantrai Mankad

2. Dr. Homiar Sorabji Vachha

3. Mr. Arun Kumar Vora

NOMINATION AND REMUNERATION COMMITTEE

In compliance with Section 178 of the Companies Act, 2013 the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.



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The terms of reference of the Committee inter alia, include the following:

• SuccessionplanningoftheBoardofDirectorsandSeniorManagementEmployees;

• IdentifyingandselectingcandidatesforappointmentasDirectors/IndependentDirectorsbasedoncertainlaiddowncriteria. Among other things the following attributes are considered by the Committee during the selection process:

o Professional qualifications and their relevance to the Company and its business

o Domain Knowledge and expertise

o Knowledge of Industry

o Functional expertise in various fields like finance, legal, etc.

o Overall experience which should be at least 20 years

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Managementpositions;

• FormulateandreviewfromtimetotimethepolicyforselectionandappointmentofDirectors,KeyManagerialPersonneland senior management employees and their remuneration;

• Review the performance of the Board ofDirectors and SeniorManagement Employees based on certain criteria asapproved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.

The composition of the Nomination and Remuneration Committee as on March 31, 2015 and the details of Members’ participation at the Meetings of the Committee are as under:

Name of the Member

Category Attendance at the Nomination and Remuneration Committee Meetings held on

19th Jul, 2014 19th Aug,2014 25th Sep, 2014 5th Dec, 2014 11th March, 2015

Dr. H S Vachha(Chairman)

Non -Executive/Independent

Present Present Present Present Present

Mr. BMuthuraman(Member)

NonExecutive

Present Present Present NA NA

Mr. P G Mankad(Member)

Non-Executive/Independent

Present Present Present Present Present

Mr. G K Pillai(Member)

NonExecutive

NA NA NA Present Present

AUDIT COMMITTEE

The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company’s established systems and processes for internal financial controls, governance and reviewing the Company’s statutory and internal audit activities.

The Board has constituted a well-qualified Audit Committee. All the members of the Committee are Non-Executive Directors with majority of them are Independent Directors including Chairman. They possess sound knowledge on accounts, audit, finance, taxation, internal controls etc.

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The terms of reference of the Committee inter alia, include the following:

• Reviewthescopeof theStatutoryAuditors, theannualauditplanandthe InternalAuditPlanwithaviewtoensureadequate coverage

• Examinationofthefinancialstatementandtheauditors’reportthereon

• Review the significant audit findings from the statutory and internal audits carried out, the recommendations andManagement’s response thereto

• Review and recommend to the Board the appointment/re-appointment of the Statutory Auditors considering theirindependence and effectiveness and their replacement and removal.

• TorecommendtotheBoardtheremunerationoftheStatutoryAuditors

• TodiscusswiththeStatutoryAuditorsanysignificantdifficultiesencounteredduringthecourseoftheAudit

• Approvaloranysubsequentmodificationoftransactionsofthecompanywithrelatedparties

• Scrutinyofinter-corporateloansandinvestments

• Valuationofundertakingsorassetsofthecompany,whereveritisnecessary

• Evaluationofinternalfinancialcontrolsandriskmanagementsystems

The composition of the Audit Committee as on March 31, 2015 and details of the Members participation at the Meetings of the Committee are as under:

Name of the Member

Category Attendance at the Audit Committee Meetings held on

26thMay, 2014

14thJune, 2014

19thJune, 2014

19thJuly, 2014

2thSep,2014

4thDec,2014

30thJan, 2015

Dr.HS Vachha(Chairman)

Non Exec/Independent

Present Present Present Present Present Present Present

Mr.PG Mankad(Member)

NonExecutive/Independent

Present Present Present Present Present Present Present

Mr. RPisharody(Appointed as Member on 25.09.2014)

Non Executive NA NA NA NA NA Present Leave of Absence

COMMENTS ON AUDITORS’ REPORT

The Statutory Auditors of the Company M/s. Deloitte Haskins and Sells LLP, Statutory Auditors, in their report have made certain oberservations regarding the financial statements of the Company. The replies of the Management on the same are as given below -

(i) the Auditors have mentioned that they did not audit the financial information of five subsidiaries and one jointly controlled entity. It is clarified that the audit of these entities are either statutorily not required to be carried out or have been carried out by firms other than M/s Deloitte Haskins and Sells LLP or their Associates. In case of the jointly controlled entity, account finalisation/ audit is in progress and would be completed in due course.



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(ii) the Auditors have commented that one of the subsidiary companies is in the process of preparing its transfer pricing report in order to comply with the tax legislation requirements. It is clarified that the work is in an advanced stage of completion and necessary reports will be filled with the Tax Authorities in the current financial year.

(iii) the Auditors have commented about the recoverability of an amount aggregating to ` 2,041 lakhs which has been classified as ‘good’. The Management is of the view that it may be able to recover its dues over a period of time and it is too early to conclude that the amount is not recoverable. The Board of Directors have advised the Management to deal with it and report suitably before the end of the next financial year.

(iv) the Auditors have commented that the consolidated financial statements did not give details of ‘segement information’. The Board has advised the Management that going forward the same needs to be furnished.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has provided following loans and guarantees and made following investments pursuant to Section 186 of the Companies Act, 2013:

Name of the entity Relation Amount ` ( in Lacs) Particulars of loans, guarantees and

investments

Purpose for which the loan, guarantee and investment are

proposed to beutilized


Associate Company (Joint Venture)

63 Acquisition of Equity Shares

Subscription to Equity Capital of the Company as agreed under the Joint Venture Agreement

Tata West Asia FZE Subsidiary 525 Acquisition of Equity Shares

Existing Loan to the Company converted into Equity Shares

The Bank of New York Mellon

Trustee for Debenture Holder

Corporate Guarantee Security for Debenture Holders

RELATED PARTY TRANSACTIONS

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC -2, prescribed in Rule 8(2) of the Companies (Accounts) Rules, 2014 is appended as Annexure B.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

HUMAN RESOURCES

During the year, the focus in Human Resources has been on reviewing the organization structure which marks a significant shift from the erstwhile geographic to a vertical structure, in order to bring in higher business and customer focus has been accomplished across all the Company’s global businesses.

The maiden organization-wide Employee Engagement Survey (YourViews) was successfully implemented in 2014, with participation of nearly 90% of managerial and non-managerial employees sharing their views on the key levers of employee engagement. The action plans from the survey are being monitored and reviewed on a periodic basis.

There has been a significant increase in Learning and Development activities for employees in India and initial footsteps into international locations by external training programs, use of alternate development mediums such as Coaching and 360 degree feedback. Establishing, deploying, measuring and reviewing key people processes have been initiated in line with the

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Tata Business Excellence Model. A project on automating delivery of these processes has also been initiated, where an HR ERP has been identified for deployment. The HR organization structure has been re-looked with focus on improving the quality of people processes in the Distribution vertical.

As of 31st March 2015, the Company had 3,753 permanent employees.

CORPORATE GOVERNANCE

During the year, the Board of Directors convened ten meetings. The Audit Committee held seven Meetings. The Executive-cum-Investment Committee of the Board met four times during the year. The Nomination / Remuneration Committee held five meetings during the year.

The Company reviews its Corporate Governance process on an ongoing basis. In order to achieve greater cohesiveness with its overseas subsidiaries, the Company has put in place a structured Governance process in terms of reporting / accountability and submission of financial and non-financial information.

The Company has also revisited its Standard Operating Procedures for its various operations and has taken steps to strengthen its Risk Management process in keeping with the changes in the external environment and business needs.

CORPORATE SOCIAL RESPONSIBILITY AND AFFIRMATIVE ACTION

The Company has constituted a Corporate Social Responsibility Committee as per the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility Committee comprises of the following Board members:

1. Mr. P.G. Mankad

2. Mr. R. Mukundan

3. Mr. N. N. Tata

The Company has framed a CSR policy in compliance with the provisions of the Companies Act, 2013 and the same is attached to this report as Annexure C. The Company acknowledges its obligation towards the environment and the communities in which it operates.

During the 2014 Affirmative Action Assessment of the Company, the Assessors and the Jury identified the ‘Nav Chetna’ initiative of creating and empowering self-help groups and artisans initiated by Footwear. Division, Dewas as a promising practice in creating employability of Dalit women. As a result of key initiatives in local communities, specifically in Dewas and Chennai, the Company progressed to a higher band of 451-475 in the Affirmative Action assessment undertaken by the Tata Affirmative Action Program (TAAP) and was recognised in the area of “Employability” as a promising practice .

SA 8000: 2008 CERTIFICATION

The Company have decided to follow globally accepted SA 8000 : 2008 (the revised standards) and have obtained accreditation from renowned certified assessor - TUV Nord for its Leather Garments and Footwear operations in Dewas and Chennai.

ISO 26000 RECOGNITION

The Company’s Footwear Unit No 3 at Chennai was recently accredited with ISO 26000. The salient feature of this recognition is acknowledgement of the Company’s contribution in the core areas of Corporate Governance, Stakeholder engagement, Ethical behaviour, Community work, Customer engagement , Human Rights and Labour related areas.

TATA CODE OF CONDUCT

The Company being a signatory to the Brand Equity Business Promotion (BEBP) agreement with Tata Sons Limited abides by the Tata Code of Conduct (TCOC).

The Code has been shared with the employees. TCOC awareness is also a part of the induction process for all employees. Translations of the Code in local languages are also circulated to employees in Dewas, Chennai and in Hong Kong / China regions, as well as in Brazil. TCOC awareness sessions are also conducted for the benefit of employees of associate companies.



16

INTERNATIONAL

The Company has implemented the Prevention of Sexual Harassment Policy across its India operations as per the statutory requirement of the Government. The Company has constituted “Internal Complaints Committees” at various locations. Sensitization sessions on Gender Respect and Equality and POSH issues have been conducted with the help of domain expert at Dewas, Chennai and Mumbai and via video / audio conference with participants at Kolkata and Ludhiana offices

DIRECTORS

Mr. B Muthuraman retired from the Board of Directors of the Company with effect from 26th September, 2014 in accordance with the Tata Group Retirement Guidelines.

The Board of Directors (based on the recommendation of Nomination and Remuneration Committee) appointed Mr. Gopal Krishna Pillai as Additional Director from 25th September, 2014 and also as the Chairman of the Board of Directors.

The Board also appointed Ms. Sandhya Kudtarkar as an Additional Director w.e.f. 23rd March 2015 and has thus complied with the requirement of appointing a woman director before 31st March 2015.

Members’ approval is being sought for the re-appointment of Mr. Noel N Tata as the Managing Director of the Company for a period of 5 years with effect from 12th August,2015. The resolution seeking his re-appointment upon the terms and conditions is included in the notice to convening the Annual General Meeting.

AUDITORS

In accordance with Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins and Sells LLP, Chartered Accountants, (Membership No. 117366W and Firm Registration No. W-100018) were appointed as the Statutory Auditors of the Company for a period of three years commencing from the financial year 2014-15 subject to ratification by members at every Annual General Meeting. Thus, a resolution seeking Members’ ratification for the appointment of M/s. Deloitte Haskins and Sells LLP is included in the notice convening the Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure D.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure-E. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary of your Company.

RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL CONTROL SYSTEMS

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

17

ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEE AND THE INDIVIDUAL DIRECTORS

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetingsii. Quality of contribution to Board deliberationsiii. Strategic perspectives or inputs regarding future growth of Company and its performanceiv. Providing perspectives and feedback going beyond information provided by the managementv. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequen assessment by the Board of Directors. Member of the Board will not participate in the discussion of his / her evaluation.

The process of evaluation is given briefly below:

a) Every director including the Managing Director fills a Board Evaluation and Self –Assessment Questionnaire

b) The NRC will consider (presently by Mr Pillai /Dr Vachha) the consolidated feedback basis the completed Board evaluation and self-evaluation questionnaire submitted to them.

c) The Board Chairman /NRC Chairman may meet each director individually to seek feedback/clarifications on the functioning of the Board or any other related issue as he/she may so desire.

d) The NRC Chairman will convene a meeting of the independent directors where the feedback basis the questionnaires for the non-independent directors including the evaluation of the MD will be discussed.

e) The Board Chairman may provide individual feedback to Independent Directors. The NRC Chairman may provide individual feedback to Board Chairman and non-independent directors including the MD as required.

VIGIL MECHANISM

In staying true to our values of Strength, Performance and Passion and in line with our Vision of being one of the most respected companies, it is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Whistle Blower Policy is approved by the Board and placed on the Website of the Company. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

The Company has also adopted the Tata Code of Conduct and all employees and Directors of the Company are required to affirm their compliance with the same on a continuous basis. The Code provides for appointment of Ethics Counsellors at all locations. Any ethics issue can be escalated to the concerned ethics counsellor.

The Company has also revisited its Standard Operating Procedures for its various operations and has taken steps to strengthen its Risk Management process in keeping with the changes in the external environment and business needs.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has not received any complaint on sexual harassment during the financial year 2014-15.

SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed M/s. Makarand M. Joshi & Co; Practising Company Secretary, to conduct the Secretarial Audit and his Report on Company’s Secretarial Audit is appended to this Report as Annexure F.

There is one qualification in the Secretarial Audit Report which is reproduced as under :

During the audit period, the Company has entered in to contracts or arrangements with related party/parties without



18

INTERNATIONAL

approval of the Audit Committee and consent of the Board of Directors of the company which is required to obtain under the provisions of Section 177 and Section 188 of the Act.

The explanation to the same is given below:

Although prior approval was not obtained, the Board of Directors of the Company have approved the Related Party Transactions entered into during 2014-15. Further, the Company would also put up these transactions for approval of its shareholders at the ensuing Annual General Meeting.

Going forward the Company has set up a process to seek the approval of the Audit Committee/ Board of Directors/ Shareholders as required in a timely manner on a quarterly basis.

ACKNOWLEDGEMENTS

The Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them.

The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

On Behalf Of the Board Of Directors

GOPAL KRISHNA PILLAIChairman

Mumbai, 17th June, 2015.

19

ANNEXURE A

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March,2015[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION DETAILS OF COMPANY–

1. CIN U51900MH1962PLC012528

2. Registration Date 30/11/1962

3. Name of the Company TATA INTERNATIONAL LIMITED

4. Category/Sub-Category of the Company Limited by Shares/Indian Non-Government Company

5. Address of the Registered office and contact details

7th Floor, Trent House, G -Block, Plot No. C-60, Beside Citi Bank, Bandra Kurla Complex, Bandra (East),Mumbai-400051, MaharashtraEmailID: [email protected] No : 022 6665 2200

6. Whether listed Company (Yes/No) YES, as per Section 2(52) of the Companies Act, 2013 as Debt is Listed. Equity shares are not listed.

7. Name, Address and Contactdetails of Registrar and Transfer Agent, if any

N.A.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY –

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sr.No

Name and Description of main products / services

NIC Code of the Product/Service % to total turnover of the Company

1 Finished Leather 4107 28.44%

2 Sponge Iron 7203 10.56%

3 Footwear 6403 20.17%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES–

Sr. No

Name &Address of the Company

CIN/GLN Holding/ Subsidiary /Associate

% of shares

held

Applicable Section

1 Tata Sons Limited U99999MH1917PLC000478 Holding 41.75% 2(46)

Bombay House 24 Homi Mody Street, Mumbai – 400 001



20

INTERNATIONAL

Sr. No



% of shares

held

Applicable Section

2 Tata Africa Holdings (SA)(Proprietary) Limited

Foreign Company Subsidiary 89.00% 2(87)

39 Ferguson Road, c/o Ferguson and Rivonia Roads, Illovo, Johannesburg, 2196, South Africa

3 Tata South-East Asia Limited Foreign Company Subsidiary 100.00% 2(87)25F, Square Enterprises Ii, Room No. 2506-2508,3 Sheung Yuet Road, Kowloon Bay, Kowloon, Hongkong

4 Tata West Asia FZE Foreign Company Subsidiary 100.00% 2(87)P.o. Box 16980, Zb07, R/A 08, Blue Shed Area, Jebel Ali Free Zone, Dubai, United Arab Emirates

5 Tata Africa Holdings (Ghana) Limited


No.13, Samora Machel Road, Asylum Down, P.o Box Gp 242, Accra Ghana.

6 Tata Africa Holdings (Kenya) Limited


LR No 209/10881/2 Off Mombasa Road Industrial Area, Nairobi

7 Tata Africa Holdings (Tanzania) Limited


Plot No - 1&2 Vingunguti Nyerere Road Po - 40207, Dar-Es-Salaam

8 Tata Africa Services (Nigeria) Limited


233, Aret Adams House , Ikorodu Road , Iilupeju, Lagos, Nigeria

9 Tata Africa Steel Processors (Proprietary) Limited


39 Ferguson RoadCnr Ferguson and Rivonia RoadIllovo, 2196Johannesburg, South Africa

10 Tata Automobile Corporation (SA) (Proprietary) Limited


17 North Reef Road, Activia Park Germiston Johannesburg, South Africa

21

Sr. No



% of shares

held

Applicable Section

11 Tata HoldingsMocambique Limitada


Av de Mozambique, No 2358, Caixa Postal 758, Maputo, Mozambique

12 Tata De Mocambique Limitada Foreign Company Subsidiary 65.00% 2(87)

Av de Mozambique, No 2358, Caixa Postal 758, Maputo, Mozambique

13 Tata Uganda Limited Foreign Company Subsidiary 100.00% 2(87)

Plot 47, Jinja Road P.O Box 7153 Kampala Uganda

14 Tata Zambia Limited Foreign Company Subsidiary 100.00% 2(87)

9219,Ben Bella Road, Lusaka, Zambia

16 Tata Zimbabwe (Private) Limited Foreign Company Subsidiary 100.00% 2(87)

94, Simon Mazorodze Road, Corner Beatrice and Hobbs Road, Southerton, HARARE, Zimbabwe

17 Blackwood Hodge Zimbabwe (Private) Limited


Stand 4917, Simon MazorodzeRoad, P O Box 1978, Harare, Zimbabwe

18 Cometal, S.A.R.L. Foreign Company Subsidiary 71.00% 2(87)

AV. Milagre Mabote No 9Caixa Postal 758Maputo Mozambique

19 Pamodzi Hotels Plc Foreign Company Subsidiary 90.00% 2(87)

Church Road, Lusaka, Zambia

20 Tata Africa (Senegal) S.A.R.L. Foreign Company Subsidiary 100.00% 2(87)

Sacre Couer 3, Villa no 9434,Bis VDN, BP-16612,Dakar Senegal

21 TIL Leather Mauritius Limited Foreign Company Subsidiary 100.00% 2(87)

10th Floor, Raffles Tower, 19, Cybercity, Ebene, Mauritius

22 Bachi Shoes Limited U18209TN1997PLC037515 Subsidiary 75.98% 2(87)

No.47 (Old No 14)Thiyagarajapuram, Vellore-632001, Tamil Nadu

23 Euro shoe components Limited U19116TN2005PLC056665 Subsidiary 69.67% 2(87)

478/30-A, Coromandel Road, SIPCOT, Ranipet 632 403, Tamil Nadu



22

INTERNATIONAL

Sr. No



% of shares

held

Applicable Section

24 Move On Componentese Calcado,S.A.


Rua do Alto da Torre, 100, 3885-436, Esmoriz, Portugal

25 Calsea Footwear Private Limited U19201TN2005PTC057816 Subsidiary 50.91% 2(87)

No. B/1, Ground Floor, Yamuna Flats, 16th Street, Nanganallur, Chennai - 600061, Tamil Nadu

26 Drive India Enterprise Solutions Limited

U72900MH2000PLC126195 Subsidiary 50.00% 2(87)

7th floor, Kamla Executive Park, Andheri (East), Mumbai – 400 059, Maharashtra

27 Tata International Trading Brasil Ltda


AV. Brigadeiro Faria Lima. 1685. CEP: 01452-916, Sao Paulo, Brasil

28 Tata International Singapore Pte Limited


22 Tanjong Kling Road, Singapore

29 Monroa Portugal, Comércio E Serviços, UnipessoalLda


Rua do Alto da Torre, 100, 3885-436 Esmoriz - Portugal

30 Move On Retail Spain, S.L. Foreign Company Subsidiary 100.00% 2(87)

Calle Juan de la Cierva, 31, 2º B,Elche Parque Empresarial, 03203 Elche Alicante Spain

31 TAHL (Mauritius) Power Projects Limited


10th Floor, Raffles Tower19 Cybercity Ebene, Mauritius

32 TAHL (Mauritius) Mining Projects Limited


10th Floor, Raffles Tower19 Cybercity Ebene, Mauritius

33 Tata Africa Cote D’ivoire SARL Immeuble “Grand Siècle”, 2ème étage, Route du Lycée Technique, CocodyDanga, Abidjan, Côte d’Ivoire.


23

Sr. No



% of shares

held

Applicable Section

34 M’pumalanga Mining Resources S.A


71, Avenue Victoire RASOAMANARIVO -Antananarivo Madagascar

35 Tata International Metals (Americas) Ltd


160 Greenstree DR Ste 101 Dover De 19904 United States of America

36 Tata International Metals (Asia) Limited


Unit 6-8, 25th Floor, Enterprise Square Two, 3 Sheung Yuet Road, Kowloon Bay, Kowloon, HK

37 Tata International Metals (UK) Limited


30 Millbank, London SW1P 4WY UK

38 Tata South East Asia (Cambodia) Limited


278H National Road, #6A, Kein Klang Village, Sangkat Prek Leap, Khan Russey Keo, Phnom Penh, Kingdom of Cambodia

39 Industrial Steels Limited Foreign Company Subsidiary 100.00% 2(87)

30 Millbank, London SW1P 4WY UK

40 TAH Pharmaceuticals Limited Foreign Company Subsidiary 100.00% 2(87)

233, Aret Adams House , Ikorodu Road , Iilupeju, Lagos, Nigeria

41 Alliance Motors Ghana Limited Foreign Company Subsidiary 60.00% 2(87)

C/O Accra Nominees LimitedNo 13 Samora Machel roadAsylum down Po box gp242Accra, Ghana

42 Tata International West Asia DMCC


Unit No: 3O-01-629Jewellery & Gemplex 3Plot No: DMCC-PH2-J&G PlexSJewellery & Gemplex DubaiUnited Arab Emirates



24

INTERNATIONAL

Sr. No



% of shares

held

Applicable Section

43 Unitech Motors S. A Foreign Company Subsidiary 70.00% 2(87)

Km 9, Route de Rufisque, En face de la Mairie de Pikine,BP 18474 Pikine, Senegal

44 Tata International DLT Private Limited

U34200PN2005PTC152193 Joint Venture

50.00% 2(6)

Gat No. 281 & 284, Santosh Nagar (Waki), TalukaKhed, Off Pune Nasik Road, Pune 410501

45 Tata International Wolverine Brands Limited

U19200MH2012PLC229877 Joint Venture

50.00% 2(6)

Tower 3 West Wing 5th Floor,Equinox Business Park, (Peninsula Technopark),Off BKC LBS Marg Kurla West,

46 Tata Precision Industries (India) Limited

U29120MP1995PLC009773 Joint Venture

50.00% 2(6)

Industrial Area No. 2, Dewas, Madhya Pradesh - 455001

47 Tata International GST AutoLeather Limited

U19115MH2014PLC254276 Joint Venture

50% 2(6)

7th Floor, Trent house, G Block, Plot No. C-60, Bandra Kurla Complex, Bandra East, Mumbai - 400051

48 Tata Ceramics Limited U26933KL1991PLC006018 Associate 40.54% 2(6)

26 Cochin Special Economic Zone, Kakkanaad, Ernakulam, Kerala - 682037

49 Accordian Investments (Propreitary) Limited

Foreign Company Associate 40% 2(6)

7 Corobrik Road Meadowdale Germiston1614, South Africa

50 Consillience Technologies (Propreitary) Limited


South WingThe Place No. 1 Sandton DriveSandton, Johannesburg, 2196

51 IHMS Hotels (South Africa ) (Propreitary) Limited


39 Ferguson RoadCnr Ferguson and Rivonia RoadIllovo JohannesburgSouth Africa

25

Sr. No



% of shares

held

Applicable Section

52 Newshelf 919 (Propreitary) Limited



53 Tata Motors (SA) (Propreitary) Limited



54 A.O. Avron Foreign Company Associate 32% 2(6)

IV. Shareholding pattern of the Company :

Details furnished separately.

V. INDEBTEDNESS –

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(` lacs)

Particulars Secured Loan excluding deposits

Unsecured Loans

Deposits Total indebtedness

Indebtedness at the beginning of the financial year

1. Principal amount 51,806.43 12,913.50 NIL 64,719.93

2. Interest due but not paid - - -

3. Interest accrued but not due 42.15 9.04 - 51.19

Total (1+2+3) 51,848.58 12,922.54 - 64,771.12

Changes in Indebtedness during the financial Year(Net)

+ Addition -

- Reduction -3,650.07 -509.76 - -4,159.83

Net Change -

Indebtedness at the end of thefinancial year

1. Principal amount 48,148.58 12,410.80 NIL 60,559.38

2. Interest due but not paid -

3. Interest accrued but not due 49.93 1.98 - 51.91

Total (1+2+3) 48,198.51 12,412.78 - 60,611.29



26

INTERNATIONAL

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-Time Directors and/or Manager:

Sr. No

Particulars of Remuneration Name of MD/WTD/ Manager

Total Amount

Mr. Noel Naval Tata(Managing Director)

1. Gross salary 2,23,86,900 2,23,86,900

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 25,64,620 25,64,620

(c) Profits in lieu of salary under section 17(3) Income tax Act, 1961

- -

2 Stock Option - -

3 Sweat Equity - -

4 Commission

- as % of profit - -

- others, specify… -

5 Others, please specify - -

Total (A) 24951520 24951520

B. Remuneration to other directors

1. Independent Directors

Particulars of Remuneration

Name of Directors Total Amount

Dr. Homiar Sorabji Vachha

Mr. Piyush Gunwantrai

Mankad

Mr. Arun Kumar

Vora

Fee for attending Board / committee meetings

5,70,000 4,95,000 2,10,000 12,75,000

Commission - - - -

Others, please specify - - - -

Total (B)(1) 5,70,000 4,95,000 2,10,000 12,75,000

27

2. Other Non-Executive Directors

Particulars of Remuneration

Name of Directors Total Amount

Mr. Ramakrishnan

Mukundan

Mr. Ravindra Pisharody

Mr. Gopal Krishna Pillai

Mr. B. Muthuraman

(Director retired during

the year)Fee for attending board / committee meetings

1,95,000 1,95,000 2,70,000 1,80,000 8,40,000

Commission - - - -Others, please specifyTotal (B)(2) 1,95,000 1,95,000 2,70,000 1,80,000 8,40,000Total( B) = (B)(1)+(B)(2) 21,15,000Ceiling as per the Act 1% of the Net profits of the Company

C. Remuneration to Key Managerial Personnel other than MD/ Manager/ WTD

Sr. No Particulars of Remuneration Name of the KMP Total AmountMr. Ajay Murlidhar Ponkshe(Company Secretary & CFO)

1 Gross salary(a) Salary as per provisions contained in section 17(1) of

the Income-tax Act, 19617808809

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 6867(c) Profits in lieu of salary under section 17(3) Income

tax Act, 19610

2 Stock Option 03 Sweat Equity 04 Commission

- as % of profit- others, specify… 0

5 Others, please specify 0Total (C) 7815676

VII. Penalty or punishment imposed on the Company, its Directors or Officers and details of compounding of offences and appeals made against such penalty or punishment;

Type Section ofthe Companies Act

BriefDescription

Details ofPenalty /Punishment/Compoundingfees imposed

Authority[RD / NCLT/ COURT]

Appeal made,if any (giveDetails)

Company

NONEPenaltyPunishmentCompoundingDirectors

NONEPenaltyPunishmentCompoundingOther Officers In Default

NONEPenaltyPunishmentCompounding



28

INTERNATIONAL

SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders No.of shares held at the beginning of the year

No.of shares held at the end of the year

% Change During the

Year

Demat Physical % of Total Shares


A.Promoters

(1) Indian

a) Individual/HUF - - - - - - -

b) Central Govt - - - - - - -

c) State Govt(s) - - - - - - -

d) Bodies Corp. - 167400 41.75 - 167400 41.75 -

e) Banks / FI - - - - - - -

f ) Any Other…. - - - - - - -

Sub-total (A) (1):- - 167400 41.75 - 167400 41.75 -

(2) Foreign

a) NRIs - - - - - - - -

Individuals

b) Other – - - - - - - -

Individuals

c) Bodies Corp. - - - - - - -

d) Banks / FI - - - - - - -

e) Any Other…. - - - - - - -

Sub-total (A) (2):- - - - - - - -

Total shareholding of Promoter (A) =(A)(1)+(A)(2) - 167400 41.75 - 167400 41.75 -

B. Public Shareholding

1.Institutions

a) Mutual Funds / UTI - - - - - - -

b) Banks / FI - - - - - - -

c) Central Govt - - - - - - -

d) State Govt(s) - - - - - - -

e) Venture Capital Funds - - - - - - -

f ) Insurance Companies - - - - - - -

g) FIIs - - - - - - -

h) Foreign Venture Capital Funds

- - - - - - -

i) Others (specify) - - - - - - -

Sub-total (B)(1):- - - - - - - -

29

Category of Shareholders No.of shares held at the beginning of the year

No.of shares held at the end of the year

% Change During the

Year



2. Non-Institutions

a) Bodies Corp. - 233088 58.13 - 233088 58.13 -

i) Indian

ii) Overseas

b) Individuals - - - - - - -

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

512 0.13 - 512 0.13

c) Others (specify)

Sub-total (B)(2):- - - - - - - -

Total Public Shareholding (B)=(B)(1)+(B)(2)

- 233600 58.25 - 233600 58.25 -

C. Shares held by Custodian for GDRs & ADRs

- - - - - - -

Grand Total (A+B+C) - 4,01,000 100.00 - 4,01,000 100.00 -

(ii) Shareholding of Promoters

Shareholders Name Shareholding at the beginning of the year Shareholding at the end of the year

No.of shares %of total shares of the

Company

%of Shares Pledged /

encumbered to total shares

No.of shares %of total shares of the

Company

%of Shares Pledged /

encumbered to total shares

% change in share holding

during the year

Tata Sons Ltd 1,67,400 41.75 - 1,67,400 41.75 - -



30

INTERNATIONAL

(iii) Change in Promoters’ Shareholding ( please specify, if there is no change)

Shareholding at the beginning of the year Cumulative Shareholding during the year

No.Shares % of total shares of the Company

No.Shares % of total shares of the Company

At the Begining of the Year

Tata Sons Limited 1,67,400 41.75 1,67,400 41.75

Date Wise Increase/Decrease in Promoters share holding during the year specifying the reasons for increase/decrease(eg.allotment/transfer/bonus/sweat equity etc)

There was no change in the Promoter Shareholding during the year

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

For Each of top 10 Shareholders


No.Shares %of total shares of the Company


At the Begining of the Year

Tata Motors Limited 50,000 12.47 50,000 12.47

Tata Chemicals Ltd. 48,000 11.97 48,000 11.97

Ewart Investments Ltd. 25,000 6.23 25,000 6.23

Af-Taab Investment Co.Ltd. 20,500 5.11 20,500 5.11

Sheba Properties Ltd. 19,350 4.83 19,350 4.83

Kalimati Investment Co.Ltd.

19,136 4.77 19,136 4.77

Tata Industries Ltd. 17,122 4.27 17,122 4.27

Voltas Ltd. 10,000 2.49 10,000 2.49

Tata Steel Ltd. 9,480 2.36 9,480 2.36

Tifco Holdings Ltd. 8,000 2.00 8,000 2.00

Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

31

For Each of top 10 Shareholders




“Tata Steel LTD (Consequent to scheme of Merger of Kalimati Investments Company Limited with Tata Steel Ltdon 15th July 2014)”

19136 4.77 19136 4.77

“Kalimati Investments Company Limited (Consequent to scheme of Merger of Kalimati Investments Company Limited with Tata Steel Ltdon 15th July 2014)”

-19136 -4.77 -19136 -4.77

At the End of the Year (or on the date of separation,if separated during th year)

Tata Motors Limited 50,000 12.47 50,000 12.47

Tata Chemicals Ltd. 48,000 11.97 48,000 11.97

Tata Steel Ltd. 28,616 7.14 28,616 7.14

Ewart Investments Ltd. 25,000 6.23 25,000 6.23

Af-Taab Investment Co.Ltd. 20,500 5.11 20,500 5.11

Sheba Properties Ltd. 19,350 4.83 19,350 4.83

Tata Industries Ltd. 17,122 4.27 17,122 4.27

Voltas Ltd. 10,000 2.49 10,000 2.49

Tifco Holdings Ltd. 8,000 2.00 8,000 2.00

Chemical Terminal Trombay Limited

3,500 0.87 3,500 0.87

(v) Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Directors and KMP No.Shares %of total shares of the

Company

No.Shares %of total shares of the

Company

At the Begining of the Year None of the Directors/KMP hold shares in the Company

Date Wise Increase/Decrease in share holding during the year specifying the reasons for increase/decrease(eg.allotment/transfer/bonus/sweat equity etc)

None of the Directors/KMP hold shares in the Company

At the End of the Year None of the Directors/KMP hold shares in the Company



32

INTERNATIONAL

AN

NEX

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33

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34

INTERNATIONAL

ANNEXURE CCORPORATE SOCIAL RESPOSIBILITY POLICY

Purpose & Focus Areas

Tata International is aligned to the Tata Group’s core purpose of improving the quality of life of the communities we serve through long term stakeholder value creation.

Enlarging the scope of Affirmative Action which gained positive momentum since 2009, through its CSR strategy, the company will continue to make need based, focused and exhaustive interventions in identified issues for the economically and socially disadvantaged sections of the society.

Tata International will focus its CSR initiatives in localities surrounding its business operations especially in Dewas & Chennai, taking concrete steps in areas of:

1. Skill Development2. Employability3. Education

Further details of the action areas are given in Annexure I. In addition, the company will continue to voluntarily participate in environmental issues/national disasters depending upon where they occur and its own ability to respond meaningfully.

Approach & DeliveryThe Company’s CSR will revolve around five guiding principles – Linked to Business, Relevant to local contexts, Partnerships, Volunteering and Impact, in line with those proposed by the Tata Group (Pls. refer Annexure II).

The company’s in-house CSR team will implement its CSR strategy through local partnerships viz., credible private and government institutions. Partner agencies will be selected based on well-defined selection criteria in the year 2015-16

Rs. 25 lakhs have been budgeted towards CSR activities in 2015-16. There is no statutory requirement this year in line with The Company’s Act 2013.

Governance & Review mechanism

The CSR Committee of the Board will govern and review the CSR initiatives of the company from time to time. The CSR Committee will recommend the Annual Business Plan for CSR to the Board for its approval. The plan will include resource requirements and allocation across interventions and locations. The composition of the CSR committee of the Board is as hereunder:

• Mr.PGMankad–Chairman

• Mr.RMukundan

• Mr.NNTata

Mr. Manish Kumar, Head – Human Resources, also the CSR Co-ordinator for the company will provide required direction to the implementation team as given hereunder:

Dewas Mr. Nipun GoelMr. Debashish DasMr. Rishab ChauhanMr. Raj MittalMr. Sameer TungareMs. Poorwa Dixit

Chennai Mr. Shyamnath GopinathMs. Geethpriya BMr. Vinoth Khanna Ravichandran

Independent Advisor Mr. Virendra Gupte

The CSR Implementation committees will review and report activities, outcomes and impact of the initiatives on a periodic basis to the Board.

35

This CSR policy document will be reviewed from time to time and any changes, if necessary, will be approved by the CSR Committee of the Board.

Annexure 1

Focus Areas CSR Initiatives Ref. Sr. No of Sch VII of Companies Act

Implementation modality

Education • Adoptingeducationalinstitutionsandhostels IIa) Tie up with Amona, Binjana (Dewas) & Somangala School

(Chennai)

• Sponsoring/Trainingofteachersandheadmasters II

• Augmenting and supporting infrastructure ineducational institutions

II

• Offering scholarships and financial assistance toneedy and meritorious students

II

b) Evaluate partnership with schools as proposed by CII

• Developingeducationalmaterialandmethodologies II

• Supportingandpromotingco-curricularactivities II

• PromotingHealth&Hygiene forchildrenandtheirfamilies through Medical Check-ups and awareness initiatives

I

Skill Develop-ment & employabil-ity

• Creating,trainingandsupportingself-helpgroups II

Aakar innovation (NGO)

DIPP scheme

o Women sanitation project I

• ArtisanDevelopment

Ongoing skill development through partnership with MAPCET, Madhya Pradesh

Annexure II

TIL will adopt the following key guiding principles, in line with those proposed by the Tata Sustainability Group:

1. Linked to Business: The activities in the chosen focus areas would be linked to the businesses and geographies in which the business operates. E.g. skill development in the area of Shoe-Making, Leather finishing, etc.

2. Relevant to local contexts: The activities will be customized as per needs and requirements of the local community. The Company will have a two-way communication channel, so that the stakeholders’ needs, expectations and aspirations can be mapped and their feedback and satisfaction levels can be obtained and assessed for the purpose of design and improvement of initiatives

3. Partnership: While the in-house CSR committee will drive the initiatives, the company will forge collaborations with business partners, other Tata Group companies and like-minded corporate organizations, funding agencies, non-government organizations, community based organizations, Governments and Government organizations, based on well-defined selection criteria

4. Volunteering: TIL will provide opportunities to its employees to engage in volunteering activities that will benefit the communities in which they live and work, and at the same time, support TILs own CSR efforts. This will not only deepen local community connect but will also leverage in-house skills in addressing social challenges

5. Impact: All initiatives will have specific and well-defined KPIs to measure impact on the target groups. For high impact projects, there will be independent, third-party assessments and feedback will be a key input for redesign and / or rollout of further initiatives



36

INTERNATIONAL

ANNEXURE D

A. TECHNOLOGY ABSORPTION1. Research & Development (R&D)

(a) Specific areas in which R&D carried out by the company: Biotechnology:

(i) Biological treatment of Sludge and Litter successfully attempted using vermi-compost technique.(ii) Biological treatment of canteen food waste attempted for generation of bio-gas.

Chemicals:(i) Sales of value added products from leather waste have created revenue of ̀ 1.38 crore in FY-15. Nearly, 1092 tons

of solid waste utilized for making value added products thereby saved `43.7 lacs against disposal cost additionally.

(ii) Chemical Auxiliary Production Unit (CAPU) manufactured nearly 275 tons of chemicals in FY-15 thereby saved ` 1.6 crores against substitution of commercial chemicals in leather production.

(iii) Developed reactive protein filler from solid waste and utilized 7.5 MT in last 7 months thereby saving of ` 9.4 Lakhs.

(iv) Developed economically substitute chemicals, neutralising and Dye levelling agent for in-house application.

(b) Benefits derived as a result of above R&D approach:(i) R&D activities generated revenue of ̀ 1.38 Cr and in-house savings of ̀ 2.13 Cr in FY-15 by selling waste recycled

products and producing in-house economical substitute chemicals.(ii) Sustainable environment efforts made by R&D are well accepted in global leather industry thereby creating

benchmark across the industry

(c) Expenditure on R&D:(i) Capital Expenditure - NIL(ii) Recurring (revenue) expenditure ` 2.03 crores(iii) Total R&D expenditure as a percentage total turnover ` 1.60 crores (0. 12 %)

Technology absorption and Innovation(a) Efforts, in brief, made towards technology absorption, adaptation and innovation:

(i) Sammying Operation being performed in Bovine under controlled temp of 35o C and introduced spreader to get area gain.

(ii) Conveyor system introduced for Shaving waste collection and compacting.(iii) Utilization of reactive filler from leather waste for making Cr free leather.(iv) Equipped ETP, RO and Bio-methanation plant for capacity enhancement and efficiency improvement of Leather

Production.(v) Two new polypropylene drums introduced to reduce set up time and quality improvement in dyeing.

(b) Benefits derived as a result of above efforts:(i) Trimming in Shaving yard reduced by 0.5% (by Weight) that leads to area gain of 0.25% at crust stage in bovine

leather.(ii) House Keeping and waste handling process Improved in shaving yard(iii) New product line of Cr Free Leather initiated.(iv) Development of new product in Buff range including success with splits usage which would help drive the business

of FLB in future.(v) Development of new leathers which would help TIL making its mark with some of the leading brands for the newer

segment it is desirous of expanding – in handbags and articles for Goat, Sheep range of products.

Foreign Exchange Earnings and OutgoParticulars Amount (` Lacs)Foreign Exchange Earnings 106,075.60Foreign Exchange Outgo 40,925.09

37

ANNEXURE E : PARTICULAR OF EMPLOYEES

Details of Employee drawing remuneration not less than sixty lakh rupees throughout the f.y or for part drawing remuneration not less than five lakh rupees per month or drawing remuneration in excess of that drawn by MD/WTD/Manger and holds 2% of equity shares himself and/or with spouse and dependent children

Name &Designation of the employee;

Remuneration received;

Nature of employment, whether contractual or otherwise;

Qualifications and experience of the employee;

Date of commencement of employment

N Mohan 6963790 Permanent MBA, BSc. 33 1 Apr 2003

Ajay Ponkshe 7954692 Permanent CA, CS, BCom 31 5 Mar 2007

Janaki Chaudhry 6425330 Permanent BTech, MMS, 26 25 Oct 2010

Ramesh Mani 9797568 Permanent BCom, 31 19 Dec 2011

Manish Kumar 10496694 Permanent PGDBM, BSc, MSc, 23 15 Feb 2013

Age of such employee; Last employment held by such employee before joining the company;

Percentage of equity shares held by the employee in the company

Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager

55 Tata South East Asia Ltd.

- -

55 Blue Star Ltd. - -

50 GE - -

55 HIRCO - -

47 Kotak Securities Limited

- -

[Pursuant to Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

1. The ratio of remuneration of each director to the median employee’s remuneration giving the following details: Section 197(12) & Rule 5 of Chapter XIII Rules –

a. Ratio in comparison with White collar staff:1:66

b. Ratio in comparison with White and Blue collar staff: 1:141

b. the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

a. Ratio in comparison with White collar staff:1:66

b. Ratio in comparison with White and Blue collar staff: 1:141

c. the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

a. MD: 11.2%

b. CFO: 12.7%



38

INTERNATIONAL

d. the percentage increase in the median remuneration of employees in the financial year;

- 6.6%

e. the number of permanent employees on the rolls of company;

- 2154

f. the explanation on the relationship between average increase in remuneration and company performance;

The remuneration increase is broadly linked to local inflation, given below expectations company performance in terms of profitability.

g. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

Market correction was done for Director and Chief Financial Officer in 2014-15, given below market salary levels. The current salaries continue to remain below market levels.

h. variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

The Networth of the Company as defined in the Companies Act 2013 for the current and previous year is as under:

As on Date Net Worth (` Lacs)

31- March 2014 49758.64

31st March 2015 49553.90

i. average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

a. Blue collar employees have seen an avg. increase of 7.2% in 2014-15. This is broadly in line with average increase for managerial staff.

i. comparison of the each remuneration of the Key Managerial Personnel against the performance of the company; (same as h)

j. the key parameters for any variable component of remuneration availed by the directors;

Variable component as a part of the Total Cost to Company is linked to the Budgeted v/s Actual PBT of the company

k. the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;

Not applicable

l. affirmation that the remuneration is as per the remuneration policy of the company.

The remuneration paid is as per remuneration policy of the company.

39

ANNEXURE F

SECRETARIAL AUDIT REPORTFor The Financial Year Ended 31st March, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,TATA INTERNATIONAL LIMITED7th Floor, Trent House,G -Block, Plot No. C-60,Beside Citi Bank, Bandra Kurla Complex, Bandra (East)Mumbai - 400051

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by TATA INTERNATIONAL LIMITED (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has , during the audit period covering the financial year ended on 31st March , 2015 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under (Not Applicable to the Company)

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under (Not Applicable to the Company)

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Overseas Direct Investment (Foreign Direct Investment and External Commercial Borrowings are not applicable to the Company during the Audit Period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Not Applicable to the Company)

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (Not Applicable to the Company)

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not Applicable to the Company)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28 October 2014 (Not Applicable to the Company)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable to the Company)



40

INTERNATIONAL

(f ) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (Not Applicable to the Company)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable to the Company) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not Applicable to the Company);

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Not notified during the audit period and hence not applicable to the Company).

(ii) The Listing Agreements entered into by the Company with stock exchanges. (Not Applicable to the Company).

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. except the following:

During the audit period, the Company has entered in to contracts or arrangements with related party/parties without approval of the Audit Committee and consent of the Board of Directors of the company which is required to obtain under the provisions of section 177 and Section 188 of the Act.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For Makarand M. Joshi & Co.,

SD/-Makarand Joshi

PartnerFCS No. 5533

CP No. 3662Place: Mumbai Date: 17th June, 2015.

41

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ited

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0.0

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20,

653.

62 2

0,65

3.62

7Ta

ta H

oldi

ngs

Moc

ambi

que

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itada

Jan-

Dec

MZN

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904

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98.

87 1

,106

.24

1,1

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4

8Ta

ta D

e M

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28.6

7 9

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76.4

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met

al, S

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Jan-

Dec

MZN

1.7

346

624

.45

150

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1,6

06.8

4 1

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ta U

gand

a Li

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0.0

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1,39

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95

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ta A

fric

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ngs

(Tan

zani

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ited

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418

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10,

242.

59 2

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0.54

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54

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ta A

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rvic

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iger

ia)

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NG

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77 1

3,55

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14TA

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ited

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62.

7985

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761

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94.4

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16Ta

ta A

fric

a St

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17Ta

ta A

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a (S

eneg

al) S

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Jan-

Dec

XOF

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272

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08.7

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(Mau

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s) P

ower

Pr

ojec

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imite

dU

SD 6

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48 2

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NEX

URE

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suan

t to

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ion

129(

3) o

f the

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pani

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ct, 2

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ount

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ules

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emen

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nt fe

atur

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ncia

l sta

tem

ents

of t

he s

ubsi

diar

ies

/ joi

nt v

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ocia

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mar

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anci

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ary

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pani

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42

INTERNATIONAL

19TA

HL

(Mau

ritiu

s) M

inin

g Pr

ojec

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imite

dU

SD 6

2.79

85 1

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20M

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alan

ga M

inin

g Re

sour

ces

SAM

GA

0.0

207

1,1

27.2

2 -2

55.9

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e Lt

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2.53

00

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23Ta

ta In

tern

atio

nal M

etal

s (A

mer

icas

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USD

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5300

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3,87

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83,

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24Ta

ta In

tern

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nal M

etal

s (U

K)

Lim

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AED

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0 2

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29Eu

ro S

hoe

com

pone

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Lim

ited

INR

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000

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0 1

,258

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Lim

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36.7

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823.

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mite

dEu

r 6

7.84

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.48

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11.1

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3

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E

Calc

ado

S A

Eur

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8457

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0 6

,294

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lsea

Foo

twea

r Priv

ate

Lim

ited

INR

0.9

973

619

.89

-466

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4,7

08.9

8 4

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ta In

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atio

nal T

radi

ng

Bras

il Lt

daJa

n-D

ecBR

L 2

0.76

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84.8

4 -1

39.9

7 4

5.30

45.

30

35M

ove

On

Reta

il Sp

ain

S L

Jan-

Dec

Eur

67.

8457

2.0

4 -1

,014

.75

1,4

75.4

2 1

,475

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a Po

rtug

al, C

omer

cio

E Se

rvic

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nipe

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l LD

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ta S

outh

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t Asi

a Li

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ta S

outh

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t Asi

a (C

ambo

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USD

62.

8945

1.0

4 1

16.8

7 1

,204

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1,2

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39Ta

ta Z

imba

bwe

(Priv

ate)

Li

mite

dD

orm

ant

- -

- -

40U

nite

ch M

otor

s, S

A *

Jan-

Dec

XOF

0.1

034

611

.23

680

.08

2,9

50.2

3 2

,950

.23

41Ta

ta In

tern

atio

nal W

est A

sia

DM

CCA

ED 1

7.02

18 8

.51

-0.5

0 1

87.2

3 1

87.2

3

43

Sr n

oN

ame

of th

e su

bsid

iary

Tota

l Li

abili

ties

(E

xclu

ding

Eq

uity

+R

eser

ves)

Inve

stm

ents

Turn

over

Profi

t be

fore

ta

xati

on

Prov

isio

n fo

r ta

xati

on

Profi

t aft

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taxa

tion

Prop

osed

di

vide

nd%

of

shar

ehol

ding

1Ta

ta A

fric

a H

oldi

ngs

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ropr

ieta

ry) L

imite

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6.85

2

1,00

4.20

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19.4

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2

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c 2

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254

.15

25.

97

280

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%

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ta Z

ambi

a Li

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d 1

8,91

9.62

5

17.2

6 1

8,68

2.45

-1

,541

.99

225

.37

-1,3

16.6

2 -

100%

4Ta

ta A

fric

a H

oldi

ngs

(Gha

na)

Lim

ited

8,0

30.8

1 5

9.20

4

,957

.90

-1,3

84.5

3 6

1.55

-1

,322

.98

- 10

0%

5A

llian

ce M

otor

s G

hana

Lim

ited

7,3

75.2

9 -

5,1

14.4

8 -1

,680

.30

122

.81

-1,5

57.4

9 -

60%

6Ta

ta A

utom

obile

Cor

pora

tion

(SA

) (Pr

oprie

tary

) Lim

ited

12,

873.

49

- 3

1,15

3.66

7

27.7

7 -2

03.7

7 5

23.9

9 -

100%

7Ta

ta H

oldi

ngs

Moc

ambi

que

Lim

itada

102

.51

507

.75

21.

54

297

.86

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156

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0%

8Ta

ta D

e M

ocam

biqu

e, L

imita

da 6

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0,60

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2

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1,7

17.6

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9Co

met

al, S

.A.R

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832

.23

- 1

,303

.28

186

.27

-72.

12

114

.15

- 71

%

10Ta

ta U

gand

a Li

mite

d 6

,251

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- 1

8,45

1.73

1

,635

.35

-417

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1,2

17.4

0 -

100%

11Ta

ta A

fric

a H

oldi

ngs

(Tan

zani

a)

Lim

ited

17,

489.

24

- 4

3,14

6.93

2

,316

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1,6

12.6

2 -

100%

12Ta

ta A

fric

a Se

rvic

es (N

iger

ia)

Lim

ited

11,

594.

03

31.

06

19,

091.

62

-2,4

01.2

4 2

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98.4

0 -

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13TA

H P

harm

aceu

tical

s Li

mite

d 5

56.9

1 -

567

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-203

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-2.4

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06.1

1 -

100%

14TA

TA A

fric

a H

oldi

ngs

(Ken

ya)

Lim

ited

18,

940.

27

- 4

4,55

1.36

2

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82.5

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15Bl

ackw

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ge Z

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bwe

(Priv

ate)

Lim

ited

1,2

55.9

9 -

2,6

04.3

7 2

30.9

4 -5

8.38

1

72.5

6 -

100%

16Ta

ta A

fric

a St

eel P

roce

ssor

s (P

ropr

ieta

ry) L

imite

d 1

2,65

6.38

-

22,

673.

80

226

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- 2

26.2

1 -

100%

17Ta

ta A

fric

a (S

eneg

al) S

.A.R

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4,5

14.7

0 -

4,9

47.3

5 -4

01.0

0 -2

3.52

-4

24.5

2 -

100%

18TA

HL

(Mau

ritiu

s) P

ower

Pr

ojec

ts L

imite

d 2

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-

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19TA

HL

(Mau

ritiu

s) M

inin

g Pr

ojec

ts L

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d 2

2,13

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1

1,24

3.08

-

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82.3

3 -

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82.3

3 -

100%



44

INTERNATIONAL

20M

’Pum

alan

ga M

inin

g Re

sour

ces

SA 6

2.97

2

.61

- -2

83.1

2 5

5.83

-2

27.2

8 -

100%

21Ta

ta A

fric

a (C

ote

D’Iv

orie

) SA

RL 2

37.9

1 -

954

.86

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.43

-5.4

1 -1

82.8

4 -

100%

22Ta

ta In

tern

atio

nal S

inga

pore

Pt

e Lt

d 1

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019.

58

40,

607.

00

2,9

2,04

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,800

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4.5

3 -3

,805

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0%

23Ta

ta In

tern

atio

nal M

etal

s (A

mer

icas

) Lim

ited

64,

802.

97

- 2

,48,

116.

05

1,1

36.0

3 4

02.2

8 7

33.7

5 -

100%

24Ta

ta In

tern

atio

nal M

etal

s (U

K)

Lim

ited

19,

861.

60

0.0

0 1

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963.

27

706

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-96.

51

610

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dust

rial S

teel

s Li

mite

d -

- -

- -

- -

100%

26Ta

ta In

tern

atio

nal M

etal

s (A

sia)

Li

mite

d 3

9,22

4.97

-

2,1

9,37

9.73

6

28.9

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52.1

4 4

76.8

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27Ta

ta W

est A

sia

FZE

2,1

59.6

3 -

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-

0.0

0 -

100%

28Ba

chi S

hoes

(Ind

ia) L

imite

d 1

8,56

7.16

2

42.3

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5.16

2

,631

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898

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0.0

2 6

93.2

5 75

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29Eu

ro S

hoe

com

pone

nts

Lim

ited

2,3

37.6

7 -

5,4

83.9

5 4

46.0

6 1

95.1

5 0

.00

100

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75.7

4%

30D

rive

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a En

terp

rise

Solu

tions

Lim

ited

34,

475.

16

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5.46

3

12.4

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05.0

0 0

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31TI

L Le

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d 7

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32M

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On

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pone

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S A

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%

33Ca

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twea

r Priv

ate

Lim

ited

4,5

55.8

9 -

6,6

11.3

8 -5

80.2

7 -

-0.0

1 -

50.9

1%

34Ta

ta In

tern

atio

nal T

radi

ng

Bras

il Lt

da 0

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- -

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69

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On

Reta

il Sp

ain

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4 -

1,9

44.8

1 -3

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3.92

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0%

36M

onro

a Po

rtug

al, C

omer

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rvic

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nipe

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l LD

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37Ta

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outh

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a Li

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d 1

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48

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54.1

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ta S

outh

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t Asi

a (C

ambo

dia

) Lim

ited

1,0

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0 -

1,9

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39Ta

ta Z

imba

bwe

(Priv

ate)

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mite

d -

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- -

- -

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40U

nite

ch M

otor

s, S

A *

1,6

58.9

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- -

- -

- 70

%

41Ta

ta In

tern

atio

nal W

est A

sia

DM

CC**

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9 -

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* Has

bec

ome

a Su

bsid

iary

dur

ing

the

year

w.e

.f. 2

3rd

Mar

ch, 2

015.

** H

as b

ecom

e a

Subs

idia

ry d

urin

g th

e ye

ar w

.e.f.

18t

h N

ovem

ber,

2014

..

45

Part

‘B’ -

Join

t Ven

ture

s an

d A

ssoc

iate

s

Nam

e of

the

enti

tyLa

test

au

dite

d ba

lanc

e sh

eet

date

Repo

rtin

g cu

rren

cyN

o. o

f sha

res

held

by

the

com

pany

in

asso

ciat

e / j

oint

ve

ntur

e as

at

year

end

Am

ount

of

inve

stm

ent

in a

ssoc

iate

/ jo

int v

entu

re

Exte

nt o

f ho

ldin

g (%

)

Influ

ence

Net

wor

th

attr

ibut

able

to

sh

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oldi

ng

as p

er la

test

ba

lanc

e sh

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e of

pro

fit /

loss

for t

he

year

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int V

entu

re

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ta

Inte

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l D

LT

Priv

ate

Lim

ited

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eq

uity

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ustr

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ited

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l W

olve

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ited

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00

2,0

00

50.0

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46

INTERNATIONAL

ANNEXURE HParticulars of Loans, Guarantees or Investments in accordance with Section 186 of the Companies Act, 2013

Guarantees Given

Name of entity

Amount Full Particulars of guarantees

Purpose

31-Mar-15 31-Mar-14

Foreign Currency in

Million

₹ lakhs Foreign Currency in

Million

₹ lakhs

TAHL (Mauritius) Power Projects Limited (wholly-owned subsidiary)

- - USD 25.00 15,024.95 C o r p o r a t e Guarantee against Term Loan of US$25 Million provided by ICICI Bank Limited to the subsidiary.

Investment by the subsidiary in a joint venture with Zambia Electricity Supply Co Limited for setting up a hydel power project.

Monroa Portugal, Comércio E Serviços, Unipessoal Lda (subsidiary)

EUR 0.35 238.75 EUR 0.35 291.89 C o u n t e r g u a r a n t e e given by HSBC India to HSBC Spain against guarantees issued by them on behalf of the subsidiary.

Shops taken on lease by the subsidiary at Portugal for its footwear retail operations.

Tata International Singapore Pte Limited (wholly-owned subsidiary)

- USD 65.20 39,185.07 C o r p o r a t e Guarantee against Term Loan of US$32 Million and Working Capital facilities of US$30 Million provided by ICICI Bank Limited to the subsidiary.

Term loan was availed to finance shareholders’ loan given by the subsidiary to its subsidiary at Hong Kong and working capital facilities for its trading operations.


- USD 40.50 24,340.42 Standby Letter of Credit against Term Loan of US$45 Mio provided by Standard Chartered Bank Limited to the subsidiary.

Investment by the subsidiary for acquisition of subsidiaries at UK, Hong Kong and USA.

47


SGD 325.00 1,47,870.13 SGD 62.50 29,653.88 Guarantee to the holders of Senior bonds of value SGD 50 Million and the holders of perpetual bonds of value SGD 150 Million.

Repayment of debts, general corporate purpose and re-capitalization of some subsidiaries at Africa

Tata International Metals (UK) Limited (formerly known as Tata Steel International (UK) Limited) (wholly-owned subsidiary)

- USD 50.00 30,049.90 C o r p o r a t e Guarantee against Working Capital facilities of US$50 Million provided by ING Belgium to the subsidiary.

Trading operations of the subsidiary.

Tata International Wolverine Brands Limited (joint venture)

500.00 500.00 C o r p o r a t e Guarantee against Working Capital facilities of INR 10 Crores provided by HSBC to the joint venture entity.

Trading operations of the joint venture entity.

Loans Given

Name of entity

Amount Full Particulars Purpose

31-Mar-15 31-Mar-14

Foreign Currency in

Million

₹ lakhs Foreign Currency in

Million

₹ lakhs

Tata West Asia FZE (wholly-owned subsidiary)

USD 0.02 11.61 USD 2.20 1,196.56 Shareholder loan of US$2.2 Million of which US$ 2.179 Million was converted into equity during the year

To comply with the Jebel Ali Free Zone Authority regulations requiring shareholder support in case networth falls below 75% of equity.



48

INTERNATIONAL

INDEPENDENT AUDITOR’S REPORTTO THE MEMBERS OF TATA INTERNATIONAL LIMITEDReport on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Tata International Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

49

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears 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 Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f ) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of all pending litigations on its financial position in its financial statements in accordance with the generally accepted accounting practice, as included in Note 30(a) to the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For Deloitte Haskins & Sells LLP

Chartered Accountants(Firm’s Registration No. 117366W/W-100018)

Rupen K. Bhatt

Partner(Membership No. 046930)

Mumbai, 15th May 2015.



50

INTERNATIONAL

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF TATA INTERNATIONAL LIMITED

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

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(ii) In respect of its inventories:

(a) As explained to us, the inventory of the company has been physically verified by the management during the year and at the year end. In respect of stock lying with third parties, a substantial portion has been confirmed by third parties during the year or at the year end. In our opinion the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations 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.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013. As the Company has not granted any loans, secured or unsecured, to parties listed in the register maintained under Section 189 of the Companies Act, 2013 paragraphs 3 (iii) (a) and (b) of the Order, are not applicable.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year. There are no unclaimed deposits, hence the provisions of Sections 73 to 76 are not applicable.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable.

51

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and Cess which have not been deposited as on 31st March, 2015 on account of disputes are given below:

Name of Statute Nature of Dues Forum where Dispute is Pending

Period to which the Amount Relates

Amount Involved

(`)

Income Tax Act, 1961 Income Tax Deputy Commissioner of Income Tax, Chennai

Financial year – 2009-10

98.98


Financial year - 2010-11

121.02

Income Tax Act, 1961 Income Tax Income Tax Appellate Tribunal

Financial year – 2009-2010

208.99

Sales – Tax Laws Sales-Tax Appellate Authority – up to Commissioner Level

1997-2005 539.02

Service Tax Laws Service Tax Appellate Authority – Tribunal Level

2004-2009 19.32

Excise Laws Excise Duty Commissioner of Central Excise

2009-2014 232.72

DEPB / Drawback claims


High Court 2003-2006 310.79



Joint Secretary (Revisionary Authority)

2005-2009 1,219.09



Assistant Commissioner – Customs

2005-2011 1,675.23

(d) There are no amounts that are due to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder.

(viii) The Company does not have accumulated losses as at 31st March, 2015 and the Company has not incurred cash losses during the financial year or the immediately preceding financial year.

(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 financial institutions, banks and debenture holders.

(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 subsidiary companies and a joint venture company 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 by the Company during the year for the purposes for which they were obtained, other than temporary deployment pending application.

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

For DELOITTE HASKINS & SELLS LLPChartered Accountants(Firm’s Registration No. 117366W/W-100018)

RUPEN K. BHATTPartner

Membership No: 046930MUMBAI, 15th May 2015.



52

INTERNATIONAL

BALANCE SHEET AS AT 31ST MARCH 2015

Particulars Note No.

As at 31 March, 2015 As at 31 March, 2014` in lakhs ` in lakhs

A EQUITY AND LIABILITIES1 Shareholders’ funds

(a) Share capital 2 4,010.00 4,010.00(b) Reserves and surplus 3 45,593.90 45,798.64

49,603.90 49,808.642 Non-current liabilities

(a) Long-term borrowings 4 2,725.83 28,140.78(b) Deferred tax liabilities (net) 35 - -(c) Other long-term liabilities 5 186.43 210.44(d) Long-term provisions 6 753.78 612.27

3,666.04 28,963.493 Current liabilities

(a) Short-term borrowings 7 32,282.59 35,412.64(b) Trade payables 8 29,411.78 26,332.82(c) Other current liabilities 9 26,865.28 2,586.78(d) Short-term provisions 10 6,475.34 6,291.41

95,034.99 70,623.65

TOTAL 1,48,304.93 1,49,395.78

B ASSETS1 Non-current assets

(a) Fixed assets(i) Tangible assets 11 8,086.84 12,037.58(ii) Intangible assets 11 93.34 51.89(iii) Capital work-in-progress 446.69 51.47

8,626.87 12,140.94(b) Non-current investments 12 68,240.19 67,669.91(c) Long-term loans and advances 13 7,997.10 7,753.60

76,237.29 75,423.512 Current assets [Refer Note 34 (c)]

(a) Current investments 14 345.16 3,652.54(b) Inventories 15 25,889.39 17,956.79(c) Trade receivables 16 23,012.62 22,410.97(d) Cash and Cash Equivalents 17 849.64 1,150.47(e) Short-term loans and advances 18 10,198.60 11,473.92(f ) Other current assets 19 3,145.36 5,186.64

63,440.77 61,831.33

TOTAL 1,48,304.93 1,49,395.78

See accompanying notes forming part of the financial statements

In terms of our report attached For and on behalf of the Board of Directors

For DELOITTE HASKINS & SELLS LLP G. K. Pillai Chairman Chartered Accountants

N N Tata Managing Director

Rupen K. BhattPartner A M Ponkshe Chief Financial Officer &

Company Secretary Place: Mumbai Place: MumbaiDate: 15th May, 2015 Date: 15th May, 2015

53

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

Particulars Note No. For the year ended 31 March, 2015

For the year ended 31 March, 2014

` in lakhs ` in lakhs

A CONTINUING OPERATIONS

1 Revenue from operations (gross) 20 1,59,124.06 1,41,074.42Less: Excise duty 20 49.17 39.69Revenue from operations (net) 1,59,074.89 1,41,034.73

2 Other income 21 5,872.83 9,467.623 Total revenue (1+2) 1,64,947.72 1,50,502.354 Expenses

(a) Cost of materials consumed 22.a 72,937.82 61,834.92(b) Purchases of stock-in-trade 22.b 42,919.57 40,939.89(c) Changes in inventories of finished goods, work-in- progress and stock-in-trade

22.c (1,987.47) (2,385.85)

(d) Employee benefits expense 23 10,579.53 9,130.51(e) Finance costs 24 4,276.46 3,429.53(f ) Depreciation and amortisation expense 11 3,415.77 1,829.48(g) Other expenses 25 38,466.99 33,651.53Total expenses 1,70,608.67 1,48,430.01

5 (Loss) / Profit before exceptional items and tax (3 - 4) (5,660.95) 2,072.346 Exceptional item 26 6,324.94 698.627 Profit before tax (5 - 6) 663.99 2,770.968 Tax expense:

(a) Current tax expense 225.00 667.14(b) Deferred tax 35 - (445.40)Total Tax 225.00 221.74

9 Profit from continuing operations (7 - 8) 438.99 2,549.22B DISCONTINUING OPERATIONS 29

10.i (Loss) from discontinuing operations (before tax) - (654.27)10.ii (Loss) on disposal of assets attributable to the discontinuing

operations(272.35)

10.iii Less: Tax (credit) for discontinuing operations - (194.22)

11 (Loss) from discontinuing operations (10.i + 10.ii + 10.iii) - (732.40)C TOTAL OPERATIONS

12 Profit for the year (9 + 11) 438.99 1,816.8213 Earnings per share (Face value of ` 1000/- per share) ` : 38

Basic and Diluted(i) Continuing operations 109.47 635.72(ii) Total operations 109.47 453.07See accompanying notes forming part of the financial statements








54

INTERNATIONAL

CASH FLOW STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2015Particulars For the year ended

31 March, 2015` in lakhs


` in lakhsA. Cash flow from operating activitiesNet Profit / (Loss) before tax after exceptional items 663.99 1,844.34Adjustments for:

Unrealised Exchange (Gain)/loss 149.03 294.57Depreciation and amortisation 3,415.77 2,064.21(Profit) on sale of fixed assets (42.80) -(Profit) on sale of fixed assets (exceptional item) (6,324.94) (698.62)Loss on fixed assets sold / scrapped / written off (net) 0.69 279.87Finance costs 4,276.46 3,434.24Commission on Guarantee (939.83) -Interest income (1,126.44) (1,511.53)Dividend income (2,502.98) (7,229.32)

(3,095.04) (3,366.58)Operating profit / (loss) before working capital changes (2,431.05) (1,522.24)Changes in working capital:

Adjustments for (increase) / decrease in operating assets:Inventories (7,932.60) (2,792.29)Trade receivables (601.65) (6,570.45)Short-term loans and advances 477.37 (2,520.51)Long-term loans and advances 303.71 96.49Other current assets - 84.42

(7,753.17) (11,702.34)Adjustments for increase / (decrease) in operating liabilities:

Trade payables 3,078.96 6,599.03Other current liabilities 42.40 190.72Other long-term liabilities (16.97) (401.09)Short-term provisions (2.85) (36.94)Long-term provisions 141.51 19.08

3,243.05 6,370.80

Cash generated from operations (6,941.16) (6,853.78)Net income tax (paid) (net of refunds) /received (607.19) (129.56)Net cash flow from / (used in) operating activities (A) (7,548.35) (6,983.34)

B. Cash flow from investing activitiesCapital expenditure on fixed assets (1,043.03) (1,567.91)Advance received for proposed sale of land/other fixed assets - 145.00Proceeds from sale of fixed assets 265.64 56.49Exceptional items:Proceeds from sale of fixed assets 6,901.25 730.00Current investments

- Purchased (43,637.86) (33,628.65)- Proceeds from sale 47,530.75 31,316.00- Advance towards purchase of mutual funds (net) (210.00) (356.00)

Purchase of long-term investments- Subsidiaries - (950.00)- Joint Venture (63.00) -- Others -

Loans / Advances given- Subsidiaries - (107.22)- Joint Venture - (27.19)

Loans / Advances repaid by- Subsidiaries 244.75 -- Joint Venture (net) 24.37 75.60

55

Particulars For the year ended 31 March, 2015

` in lakhs


` in lakhsInterest received

- Others 1,106.71 1,313.96Dividend received

- Subsidiaries 4,728.86 1,894.32- Others 397.46 354.66

Increase in Margin money account (net) (18.41) 7.85Net cash flow from / (used in) investing activities (B) 16,227.49 (743.09)

C. Cash flow from financing activitiesRepayment of long-term borrowings (1,166.51) (778.77)Repayment of short-term borrowings (net) (3,148.61) -Proceeds from short-term borrowings (net) - 11,973.81Interest and finance charges paid (4,283.23) (3,413.39)Dividends paid (401.00) -Tax on dividend - -Net cash flow from / (used in) financing activities (C) (8,999.35) 7,781.65Net increase / (decrease) in Cash and cash equivalents (A+B+C) (320.21) 55.22Cash and cash equivalents at the beginning of the year 1,119.13 1,063.91Cash and cash equivalents at the end of the year 798.93 1,119.13Cash and cash equivalents at the end of the year (Refer Note 17) 817.22 1,136.46Less : Unrealised exchange gain 18.29 17.33Total Cash and cash equivalents 798.93 1,119.13


NOTES:1. The above Cash Flow Statement has been prepared using the Indirect Method as per Accounting Standard ( AS ) 3 - ‘Cash Flow Statements’ as notified by

the Companies ( Accounting Standards ) Rules, 2014.

2. The following non-cash transaction does not form part of Cash Flow :- During the year the company converted the loan given of ` 524.78 lakhs to its wholly owned subsidiary into Long term investment.

3. Previous year’s figures have been regrouped/restated wherever necessary






CASH FLOW STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2015 (Contd.)



56

INTERNATIONAL

1 SIGNIFICANT ACCOUNTING POLICIES

CORPORATE INFORMATION

Tata International Limited was incorporated on 30th November 1962 as the international business gateway of the Tata Group of Companies. It has since evolved into an international entity with a global reach. Its main lines of businesses are manufacture and sale of Leather & Leather Products, trading in Metals, Minerals and other commodities.

BASIS AND METHOD OF ACCOUNTING

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 (“the 2013 Act”). The financial statements have been prepared on accrual basis under the historical cost convention.

USE OF ESTIMATES

The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.

CASH AND CASH EQUIVALENTS (FOR PURPOSE OF CASH FLOW STATEMENT)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

CASH FLOW STATEMENT

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

FIXED ASSETS

TANGIBLE ASSETS

All tangible fixed assets are carried at cost less accumulated depreciation / amortisation and impairment losses, if any. The cost of fixed assets comprises its purchase price net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for its intended use, other incidental expenses and interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset is ready for its intended use.

INTANGIBLE ASSETS

Intangible assets are initially measured at cost and amortised so as to reflect the pattern in which the asset’s economic benefits are consumed.

DEPRECIATION AND AMORTISATION

Depreciation on tangible fixed assets has been provided on the written down value method as per the useful life prescribed in Schedule II to the Companies Act, 2013 (Refer note 28).

Software expenditure is amortised over four financial years on straight line method commencing from the year in which the expenditure is incurred.

Trademarks and design expenditure incurred is amortised over four years on straight line method commencing from the year in which the expenditure is incurred.

REVENUE RECOGNITION

Sales are recognised, net of returns and trade discounts, on transfer of significant risks and rewards of ownership to the buyer, which generally coincides with the delivery of goods to customers. Sales include excise duty but exclude sales tax and value added tax. Sales from services are recognised when services are rendered.

57

Dividend from investments is recognized when the right to receive the payment is established.

Interest income is recognized on the time basis determined by the amount outstanding and the rate applicable and where no significant uncertainty as to measurability or collectability exists.

INVESTMENTS

Long term investments are carried at cost less provision for dimunition, other than temporary, in the value of such investments.

Current investments are valued at the lower of cost and fair value.

Cost of investments include acquisition charges such as brokerage, fees and duties.

INVENTORIES

Inventories are valued at cost and estimated net realisable value, whichever is lower.

Cost is arrived at on a weighted average method and includes cost of purchase, cost of conversion and other costs incurred in bringing inventory to their present location and condition.

EMPLOYEE BENEFITS

Employee benefits include provident fund, superannuation fund, family pension fund, employee state insurance scheme, gratuity fund, compensated absences and pension to directors who are eligible for the same as per group policy.

Defined Contribution Plan

The Company’s contribution to provident fund, superannuation fund, family pension fund and employee state insurance scheme are considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made as and when services are rendered by the employees.

Defined Benefit Plan

Company’s liability towards gratuity and pension to retired directors who are eligible for the same as per group policy are determined by independent actuaries, using the projected unit credit method. Past services are recognised on a straight line basis over the average period until the benefits become vested. Actuarial gains and losses are recognised immediately in the Statement of Profit and Loss as income or expense. Obligation is measured at the present value of estimated future cash flows using a discounted rate that is determined by reference to the market yields at the Balance Sheet date on Government Bonds where the currency and terms of the Government Bonds are consistent with the currency and estimated terms of the defined benefit obligation.

The Company makes monthly contributions to Provident Fund managed by Tata International Limited Provident Fund Trust for qualifying employees. The Company meets the shortall, if any, with respect to the interest rate guaranteed for exempt provident funds.

Short-term employee benefits

“The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the year when the employees render the service. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related service.

The cost of short-term compensated absences is accounted as under : (a) in case of accumulated compensated absences, when employees render the services that increase their entitlement of future compensated absences; and (b) in case of non-accumulating compensated absences, when the absences occur.”

Long-term employee benefits

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related service are recognised as a liability at the present value of the defined benefit obligation as at the Balance Sheet date less the fair value of the plan assets out of which the obligations are expected to be settled.

BORROWING COSTS

Borrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.

Borrowing costs that are attributable to the acquisition of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to revenue. Fees towards structuring, arrangement and other incidental costs incurred in connection with borrowings are amortised over the period of the loan.



58

INTERNATIONAL

LEASES

The Company’s significant leasing arrangements are in respect of operating leases for premises (residential, office, store, godowns, etc.) The leasing arrangements, which are non-cancellable, range between eleven months and five years generally, and are usually renewable by mutual consent on agreed terms. The aggregate lease rentals payable are charged as rent.

The Company as a lessor has leased certain plant and machinery. The leasing arrangements is non-cancellable for a period of five years and is renewable by mutual consent on agreed terms. The aggregate lease rentals receivable are accounted as rental income from operating leases.

Government grants, subsidies and export incentives

“Government grants and subsidies are recognised when there is reasonable assurance that the Company will comply with the conditions attached to them and the grants / subsidy will be received. Government grants whose primary condition is that the Company should purchase, construct or otherwise acquire capital assets are presented by deducting them from the carrying value of the assets. Export benefits are accounted for in the year of exports based on eligibility and when there is no uncertainty in receiving the same. Other government grants and subsidies are recognised as income over the periods necessary to match them with the costs for which they are intended to compensate, on a systematic basis.”

FOREIGN CURRENCY TRANSACTIONS

Foreign currency transactions are recorded at the exchange rates prevailing on the date of such transactions. Monetary items are translated at the rates of exchange prevailing at the date of the Balance Sheet. Gain/loss arising on account of differences in foreign exchange rates on settlement/ translation of monetary items are recognised in the Statement of Profit and Loss. Non-monetary foreign currency items are carried at cost.

“The Company enters into derivative contracts in the nature of interest rate swaps, currency options, forward contracts with an intention to hedge its existing assets and liabilities, firm commitments and highly probable transactions in foreign currency Derivative contracts which are closely linked to the existing assets and liabilities are accounted as per the policy stated for Foreign currency transactions and translations. “

The premium or discount arising at the inception of the forward exchange contracts is amortised as expense or income over the life of the contract. Exchange differences on such contracts are recognised in the statement of profit and loss in the reporting period in which the exchange rates change. A profit or loss arising in cancellation or renewal of such a forward exchange contract is recognised as income or as expense in the period in which such cancellation or renewal is made.

TAXES ON INCOME

“Current Tax is determined as the amount of tax payable in respect of taxable income for the year as determined in accordance with the provisions of Income Tax Act, 1961.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company. Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted as at the reporting date. Deferred tax liabilities are recongnised for all timing differences. Deferred tax assets are recognised for timing differences of items other than unabsorbed depreciation and carry forward losses only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realised. However if there are unabsorbed depreciation and carry forward of tax losses and items relating to capital losses, deferred tax assets are recognized only to the extent that there is virtual certainty supported by convincing evidence that sufficient future tax income will be available to realise the assets. Deferred tax assets and liabilities are set off if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforcable right for such set off. Deferred tax assets are reviewed at each balance sheet date for their realisibility.”

IMPAIRMENT

The carrying values of assets / cash generating units are reviewed at each Balance Sheet date for impairment. If any indication of impairment exists, the recoverable amount of such assets / cash generating units is estimated and impairment is recognised, if the carrying amount of these assets / cash generating units exceeds their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor.

59

PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

“A provision is recognized when the Company has a present obligation as a result of past event and it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation and in respect of which a reliable estimate can be made. Provisions are determined based on best estimates of the expenditure required to settle the present obligation. Contingent Liabilities are not recognised but disclosed in the notes. A disclosure for a contingent liability is made, unless the possibility of an outflow of resources is remote. Contingent Assets are neither recognised nor disclosed in the Financial Statements.”

SEGMENT REPORTING

The Company identifies primary segments based on the dominant source, nature of risks and returns and the internal organisation and management structure. The operating segments are the segments for which separate financial information is available and for which operating profit / loss amounts are evaluated regularly by the executive Management in deciding how to allocate resources and in assessing performance.

“The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment.

Inter-segment revenue is accounted on the basis of transactions which are primarily determined based on market / fair value factors.

Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on reasonable basis have been included under “unallocated revenue / expenses / assets / liabilities”.

The Company has organized its businesses globally into five verticals as follows, each headed by a Vertical Head:

- Leather & Leather Products

- Metals Trading

- Minerals Trading

- Distribution

- Agro-commodities trading (included in Others)

The Board of Directors, while reviewing the performance of the Company, evaluates the performance of each of these verticals and takes decision on future investments and allocation of resources.

The Company has aligned its primary segment reporting with the business structure stated above.

EARNING PER SHARE

Basic earnings per share is computed by dividing the profit /(loss) after tax by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares.



60

INTERNATIONAL

NOTES FORMING PART OF THE FINANCIAL STATEMENTSNOTE 2 SHARE CAPITAL

Particulars As at 31 March, 2015 As at 31 March, 2014

Number of shares

ìn lakhs Number of shares

ìn lakhs

(a) Authorised

Equity shares of ` 1,000 each with voting rights ........................................ 5,00,000 5,000.00 5,00,000 5,000.00

Preference Shares of ` 1000 each ..................................................................... 2,00,000 2,000.00 2,00,000 2,000.00

7,000.00 7,000.00

(b) Issued , subscribed and fully paid up

Equity shares of ` 1,000 each with voting rights .......................................... 4,01,000 4,010.00 4,01,000 4,010.00

Total ...................................................................................................... 4,01,000 4,010.00 4,01,000 4,010.00

Refer Notes (i) to (iv) below Notes: (i) Reconciliation of the number of shares issued and amount outstanding at the beginning and at the end of the reporting year:


Number of shares

ìn lakhs Number of shares

ìn lakhs

Equity shares with voting rights

Opening Balance and Closing Balance .................................................................... 4,01,000 4,010.00 4,01,000 4,010.00

(ii) Details of shares held by the holding company, their subsidiaries and associates:

Particulars As at 31 March, 2015

As at 31 March, 2014

Number of shares

Number of shares

Equity Shares with voting rights

Tata Sons Limited (TSL), the Holding Company ..................................................................................... 1,67,400 1,67,400

Tata Motors Limited (associate of TSL) ................................................................... ................................... 50,000 50,000

Tata Chemicals Limited (associate of TSL) ............................................................................................... 48,000 48,000

Ewart Investments Limited (subsidiary of TSL) ...................................................................................... 25,000 25,000

Tata Industries Limited (subsidiary of TSL) ............................................................................................... 17,122 17,122

Voltas Limited (associate of TSL) .................................................................................................................. 10,000 10,000

Tata Steel Limited (associate of TSL) ........................................................................................................... 28,616 9,480

Trent Limited (associate of TSL) .................................................................................................................... - 3,000

(iii) The company has issued only one class of equity shares having a par value of ` 1000 /- per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividend in Indian Rupees. The dividend proposed by Board of directors is subject to the approval of shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company, the holder of equity shares will be entitled to receive remaining assets of the company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the share holders.

61

NOTE 3 RESERVES AND SURPLUS



(a) General reserve

Opening balance and closing balance (refer note (ii) below) ............................................. 10,247.51 10,247.51

(b) Securities Premium Account

Opening balance and closing balance........................................................................................ 18,090.00 18,090.00

(c) Contingency Reserve

Opening balance................................................................................................................................. 50.00 710.16

Less: Adjusted during the year (refer note (i) below and note 39(a)) ............................... - 660.16

Closing balance ................................................................................................................................... 50.00 50.00

(d) Foreign Projects Reserve

Opening balance and Closing balance ....................................................................................... 35.00 35.00

(e) Debenture Redemption Reserve

Opening balance................................................................................................................................. 4,900.00 1,633.33

Add: Additions during the year ..................................................................................................... 1,225.00 3,266.67

Closing balance ................................................................................................................................... 6,125.00 4,900.00

(f) Surplus in Statement of Profit and Loss

Opening balance ................................................................................................................................. 12,476.13 14,326.98

Less : Written Down Value as on 1st April 2014 of assets whose life has expired as per Schedule II of Companies Act, 2013 (deferred tax ` 62.24 lakhs) (Refer note 28) .......

183.10 -

Add: Profit for the year ...................................................................................................................... 438.99 1,816.82

Less: Dividends proposed to be distributed to equity shareholders ............................... 401.00 401.00

Less: Tax on dividend ......................................................................................................................... 59.63 -

Less: Transferred to Debenture redemption reserve ............................................................. 1,225.00 3,266.67

Closing balance ................................................................................................................................... 11,046.39 12,476.13

Total 45,593.90 45,798.64

(iv) Details of shares held by each shareholder holding more than 5% shares:

Class of shares / Name of shareholder As at 31 March, 2015 As at 31 March, 2015

Number of shares

% holding in that class of

shares

Number of shares

% holding in that class of

shares


Tata Sons Limited ................................................................................................ 1,67,400 41.75% 1,67,400 41.75%

Tata Motors Limited ............................................................................................ 50,000 12.47% 50,000 12.47%

Tata Chemicals Limited ..................................................................................... 48,000 11.97% 48,000 11.97%

Tata Steel Limited ................................................................................................ 28,616 7.14% 9,480 2.36%

Ewart Investments Limited .............................................................................. 25,000 6.23% 25,000 6.23%

AF-TAAB Investment Company Limited ...................................................... 20,500 5.11% 20,500 5.11%



62

INTERNATIONAL

NOTE 3 RESERVES AND SURPLUS (contd.)

Notes :

(i) The surplus arising on transfer of assets and liabilities after cancelling the cost of company’s investment in CAMEO has been recorded as ‘Contingency Reserve’. The contingency reserve shall be utilized to the extent considered necessary by the Board of Directors of the company from time to time for providing for any contingent liabilities (including but not limited to tax liabilities), diminution in value of land / or loss on sale of investments and other assets of the company. If, in the opinion of the Board of Directors, a part or whole of the contingency reserve is no longer required for the above purposes, then such part or whole of the balance, can be transferred to General reserve and shall be deemed to be General reserve for all purposes under the provisions of Companies Act.

(ii) As per the Scheme of Amalgamation of Graziella Shoes Ltd with the Company, the excess of assets taken over the cost of investment and transferred to General Reserve amounting to ` 165.46 Lakhs shall not be utilised for the purpose of declaring dividend.

NOTE 4 LONG-TERM BORROWINGS


Long term Current maturities

- (Refer

note 9)

Total Long term Current maturities

- (Refer

note 9)

Total


(a) Debentures - Unsecured

Privately placed (Refer Note (i) and (iii) below) ... - 24,500.00 24,500.00 24,500.00 - 24,500.00

- 24,500.00 24,500.00 24,500.00 - 24,500.00

(b) Term loans from banks - Secured (Refer Note (ii) and (iii) below) .................................................................

Term loan from First Rand Bank ................................ - 359.33 359.33 359.33 658.67 1,018.00

External Commercial Borrowing ............................... 2,725.83 691.63 3,417.46 3,281.45 507.84 3,789.29

2,725.83 1,050.96 3,776.79 3,640.78 1,166.51 4,807.29

Total ................................................................... 2,725.83 25,550.96 28,276.79 28,140.78 1,166.51 29,307.29

Notes:

(i) During the year 2010-11 the Company had purchased 1,193 equity Shares of ` 100 each aggregating to 76% of the total issued and paid-up equity capital of Bachi Shoes (India) Limited and 41,800 equity shares of ` 10 each aggregating to 69.67% of the total issued and paid-up equity capital of Euro Shoe Components Private Limited for a consideration of ` 24,700 lakhs.

The Company issued and allotted 2,450 Unsecured Redeemable, Non-Convertible Zero Coupon Debentures (NCDs) of the face value of ` 10,00,000 (Rupees Ten Lakhs only) each, for a period of 5 (five) years on a private placement basis aggregating to ` 24,500 lakhs and paid ` 200 lakhs in cash as consideration for the above investment.

Further, as per the Shareholder’s agreement dated December 27, 2010, between the Company and the remaining shareholders of Bachi Shoes (India) Limited, the Company will pay ` 2,300 lakhs, within 15 days from the audited accounts being adopted by the Board, as additional consideration to the remaining shareholders of Bachi Shoes (India) Limited, if Bachi Shoes (India) Limited achieves an average Earnings Before Interest and Tax of ` 4,700 lakhs per annum during the period October 1, 2010 to March 31, 2014. However, since Bachi Shoes (India) Limited has not achieved the Earnings as stated above, no additional consideration is payable.

63

(ii) Details of security provided in respect of secured long term borrowings:

Particulars As at 31-03-15 As at 31-03-14 Details of security (March, 2015 and March, 2014)


Term Loan from First Rand Bank

359.33 1,018.00 Secured against First pari-passu charge on the immovable property of the company situated at Dewas and hypothecation of plant and machinery situated therein.

External Commercial Borrowings from ICICI Bank, Bahrain

3,417.46 3,789.29 Secured against exclusive charge by way of mortgage of immovable fixed assets and hypothecation of the company’s movable fixed assets respectively acquired out of the bank finance.

Total 3,776.79 4,807.29

(iii) Terms of repayment

Particulars Amount of Borrowing

Start date Maturity Date

Rate of Interest

Repayment of Instalments

Number of Instalments

` in lakhs(a) Privately placed non-

convertible debentures (Refer note (i) above)

- December 2010

December 2015

Zero coupon - One

(b) Term loans - Secured Term Loan from First Rand

Bank- April, 2011 November,

201510.75% per

annum` 98.69 lakhs 15 quarterly

instalments starting from

February 2012` 19.73 lakhs 16th Instalment

- February, 2011

November, 2015

10.75% per annum

` 65.98 lakhs 15 quarterly instalments

starting from February 2012

` 10.26 lakhs 16th InstalmentExternal Commercial Borrowing from ICICI Bahrain

2725.83 (6.5 Million

USD)

September, 2011

September, 2018

3-months USD LIBOR + 475 bps (Hedged through

Interest Rate Swap @

5.72% p.a.)

US$ 195000 in 1st year

US$ 260000 in 2nd year

US$ 325000 in 3rd year

US$ 390000 in 4th year


20 quarterly instalments;

First instalment due on January

17, 2014

NOTE 5 OTHER LONG-TERM LIABILITIES



Other payables:

(i) Payables on purchase of fixed assets ........................................................................................... - 7.04

(ii) Trade / security deposits received ................................................................................................ 186.43 203.40

Total .............................................................................................................................. 186.43 210.44



64

INTERNATIONAL

NOTE 6 LONG-TERM PROVISIONS



Provision for employee benefits:

(i) Provision for compensated absences ....................................................................................... 379.83 322.74

(ii) Provision for pension ...................................................................................................................... 373.95 289.53

Total .............................................................................................................................. 753.78 612.27

NOTE 7 SHORT-TERM BORROWINGS



(a) Other loans and advances - secured (Refer Note (i) below)

Export packing credit ........................................................................................................................ 11,509.73 19,803.59

Buyers credit ......................................................................................................................................... 8,362.06 2,695.55

19,871.79 22,499.14

(b) Other loans and advances - Unsecured

Export packing credit ........................................................................................................................ 7,953.64 8,091.63

Buyers credit ........................................................................................................................................ 4,457.16 3,221.87

Working capital demand loan ....................................................................................................... - 1,600.00

12,410.80 12,913.50

Total ............................................................................................................................... 32,282.59 35,412.64

Note: (i) Details of security in respect of secured loans and advances :-

Particulars Details of Security (March, 2015 and March, 2014)

(a) Export packing credit Secured against whole of the current assets (present and future) of the Company.

(b) Buyers credit Secured against first charge by way of hypothecation of the Company’s entire stocks of raw materials, semi-finished and finished goods, consumable stores and spares and such other movables including book-debts, bills whether documentary or clean, outstanding monies, receivable, both present and futures, in a form and manner satisfactory to the bank, ranking pari-passu with other participating banks.

NOTE 8 TRADE PAYABLES



Trade payables:

- Micro and Small Enterprises (Refer Note 36) ............................................................................... 49.74 82.08

- Others ........................................................................................................................................................ 29,362.04 26,250.74

Total .............................................................................................................................. 29,411.78 26,332.82

65

NOTE 9 OTHER CURRENT LIABILITIES



(a) Current maturities of long-term debt - ( Refer note 4)

Secured ................................................................................................................................................ 1,050.96 1,166.51

UnSecured - Privately placed debentures ............................................................................... 24,500.00 -

(b) Interest accrued but not due on borrowings ........................................................................ 64.09 70.86

(c) Book overdraft ................................................................................................................................... 3.88 73.72

(d) Other payables

(i) Statutory remittances (Contributions to PF and ESIC, withholding taxes, VAT, Service tax, etc.) ....................................................................................................................... 142.88 288.10

(ii) Payables on purchase of fixed assets ............................................................................... 22.11 18.70

(iii) Advances from customers ................................................................................................... 859.10 692.86

(iv) Security deposits received ................................................................................................... 67.25 -

(v) Gratuity payable ..................................................................................................................... 46.35 38.13

(e) Advance received for proposed sale of land/other fixed assets ...................................... - 145.00

(f ) Foreign exchange loss on forward contract (net) ................................................................. 108.66 92.90

Total .............................................................................................................................. 26,865.28 2,586.78

NOTE 10 SHORT-TERM PROVISIONS



(a) Provision for employee benefits:

(i) Provision for compensated absences ................................................................................. 77.99 88.59

(ii) Provision for pension ................................................................................................................ 78.30 64.01

156.29 152.60

(b) Provision - Others:

(i) Provision for tax (net of advance tax ` 6,553.81 Lakhs) (As at 31 March, 2014 ` 6,198.47 Lakhs) .......................................................................................................................

5,839.61 5,712.46

(ii) Provision for wealth tax ........................................................................................................... 18.81 25.35

(iii) Provision for proposed equity dividend .......................................................................... 401.00 401.00

(iv) Provision for tax on proposed dividend ........................................................................... 59.63 -

6,319.05 6,138.81

Total .............................................................................................................................. 6,475.34 6,291.41



66

INTERNATIONALN

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67

NOTE 12 NON-CURRENT INVESTMENTS Investments ( At Cost )

Particulars Number of Shares

Face Value Per Unit As at 31 March,

2015

As at 31 March,

2014 ` in lakhs ` in lakhs

SHARES : TRADE Unquoted : (a) In Subsidiary Companies - Equity Shares: Tata South-East Asia Limited ............................................................................................................................ 8,51,070 HK $ 10.00 125.01 125.01 Tata West Asia FZE (Converted Share holder loan to equity) [Provision for dimunition

- ` 660.16 lakhs (previous year - Nil)] .............................................................................................................. 11 (previous

year - 3shares) DH

10,00,000.00 1,524.05 ** 339.10

Tata Africa Holdings (SA) (Proprietary) Limited .......................................................................................... 743,17,960 Rand

1.00 4,221.31 4,221.31

TIL Leather (Mauritius) Ltd ................................................................................................................................. 1,000 USD 1.00 0.44 0.44 Bachi Shoes India Limited ................................................................................................................................. 4,772 ` 100.00 22,270.15 22,270.15 Euro Shoes Components Private Limited ..................................................................................................... 41,800 ` 10.00 2,429.85 2,429.85 Tata International Singapore Pte Limited (Refer Note no. 33 a ) .......................................................... 141,00,000 USD 1.00 7,726.56 7,726.56 (b) In Joint Ventures Tata International GST AutoLeather Limited (Invested during the year) ........................................... 6,29,994 ` 10.00 63.00 - (c) In Other Companies - Equity Shares Dewas Tanneries Private Limited .................................................................................................................... 804 ` 100.00 0.80 ** 0.80 **

38,361.17 37.113.22 OTHER INVESTMENTS Quoted - Equity Shares: (Refer Note no. 33 a ) Titan Industries Limited ...................................................................................................................................... 25,59,589 ` 10.00 57.72 57.72 Tata Consultancy Services Limited .................................................................................................................. 83,232 ` 1.00 141.49 141.49

199.21 199.21 Unquoted : (i) Equity Shares (a) In Subsidiary Company

Drive India Enterprise Solutions Limited ......................................................................................................... 25,60,206 ` 10.00 32.50 32.50 (b) In Joint Ventures

Tata Precision Industries (India) Limited ......................................................................................................... 2,00,000 ` 100.00 * * Tata International DLT Private Limited ............................................................................................................ 85,400 ` 1,000.00 854.00 854.00 Tata International Wolverine Brands Limited ................................................................................................ 199,99,994 ` 10.00 2,000.00 2,000.00

(c) In Associate Company Tata Ceramics Limited 395,64,952 ` 2.00 811.14 811.14 (d) In Other Companies Tata Projects Limited (Transferred to Current Investments) .................................................................. 90,000 ` 100.00 - 17.50 Oriental Floratech India Limited ...................................................................................................................... 5,60,000 ` 10.00 56.00 56.00 Tata Industries Limited (Refer Note no. 33 b ) ............................................................................................ 33,84,486 ` 100.00 5,812.99 5,812.99 Tata Sons Limited .................................................................................................................................................. 1,477 ` 1,000.00 11,901.69 11,901.69 Tata Services Limited ............................................................................................................................................ 198 ` 1,000.00 1.98 1.98 Tata Capital Limited ............................................................................................................................................. 7,90,592 ` 10.00 134.81 134.81 Tata Employees Consumers Co-operative Society Limited .................................................................... 50 ` 100.00 0.05 0.05 Trent Retail Private Limited ............................................................................................................................... 995 ` 100.00 1.90 1.90 Pran Agro Services Limited ................................................................................................................................ 18 ` 10.00 * * Surat Diamond Industries Limited .................................................................................................................. 1,000 ` 100.00 1.00 ** 1.00 **

Virendra Garments Manufacturers Limited ................................................................................................. 1,200 ` 100.00 * * (ii) Preference Shares (a) In Joint Ventures Tata Precision Industries (India) Limited ( 6% Non Cumulative Redeemable Preference Shares) 1,50,000 ` 100.00 * * Tata Precision Industries (India) Limited ( 6% Non Cumulative Redeemable Preference Shares) 1,50,000 ` 100.00 150.00 150.00 (b) In Other Companies Pran Agro Services Limited ( 5% Non Cumulative Redeemable Preference Shares) ....................... 500 ` 100.00 0.50 0.50

21,758.56 21,776.06 DEBENTURES / BONDS Quoted: (Refer Note no. 33 a )

The Tata Power Company Limited ( 11.40% Perpetual Bond) .................................................................. 150 ` 10,00,000.00

1,558.00 1,558.00

Tata Steel Limited ( 11.80% Perpetual Bond) ................................................................................................. 500 ` 10,00,000.00

5,314.74 5,314.74

Tata Steel Limited ( 11.50% Perpetual Bond) ................................................................................................. 250 ` 10,00,000.00

2,577.62 2,577.62

9,450.36 9,450.36

31,408.13 31,425.63 69,769.30 68,538.85

Less: Provision for diminution in the value of Investments ** 1,529.11 868.94 68,240.19 67,669.91

Notes: 1. Aggregate Book Value of Quoted Investments: ` 9,649.57 Lakhs (31st March, 2014 - ` 9,649.57 Lakhs ) 2. Aggregate Book Value of Unquoted Investments: ` 60,137.23 Lakhs (31st March, 2014 - ` 58,889.27 Lakhs ) 3. Aggregate Market Value of Quoted Investments: ` 21,866 Lakhs (31st March, 2014 - ` 17,928.28 Lakhs ) 4. * Value is less than ` 500/- 5. Long term investments as per Accounting standard 13 - Accounting for Investment (net of provision) is ` 68,240.19 Lakhs (March 31, 2014 - ` 67,669.91 Lakhs)



68

INTERNATIONAL

NOTE 13 LONG-TERM LOANS AND ADVANCES (UNSECURED, CONSIDERED GOOD)

Particulars As at 31 March, 2015 As at 31 March, 2014` in lakhs ` in lakhs

(a) Capital advances ........................................................................................................................ 15.34 5.59 (b) Security deposits ....................................................................................................................... 564.42 543.98 (c) Loan and advances to related parties ................................................................................

Considered good - Tata West Asia FZE (Refer note 39(a)) ........................................................................ 327.69 926.89 - Tata International Wolverine Brands Limited ......................................................... 245.24 -

Doubtful (represents dues from Tata West Asia - Refer note 39(a)) ....................... - 660.16 572.93 1,587.05

Less: Provision for doubtful loans and advances .......................................................... - 660.16 572.93 926.89

(d) Advance income tax (Net of Provisions ` 7,241.71 Lakhs (As at 31 March, 2014 ` 7,491.71 Lakhs) ........................................................................... 5,345.88 4,559.81 (e) MAT credit entitlement ........................................................................................................... 1,105.71 1,105.71 (f ) Other loans and advances

(i) Advance to Suppliers Considered good ................................................................................................................. 292.10 386.97 Considered doubtful .......................................................................................................... 231.59 231.59

523.69 618.56 Less: Provision for other doubtful loans and advances ......................................... 231.59 231.59

292.10 386.97 (ii) Other Advances

Considered good ................................................................................................................ 100.72 224.65 Considered doubtful ......................................................................................................... 300.23 254.59

400.95 479.24 Less: Provision for other doubtful loans and advances ........................................ 300.23 254.59

100.72 224.65 Total ....................................................................................................................... 7,997.10 7,753.60

NOTE 14 CURRENT INVESTMENTS



Other current investments (At lower of cost and fair value, unless otherwise stated) (Refer note (ii) below) Unquoted (a) Equity - in other companies Tata Projects Limited (90,000 shares of `100/- each fully paid up)

(Transferred from Long Term Investment) ......................................................................... 17.50 -

17.50 - (b) Mutual Funds Tata Liquid Fund Direct Plan Daily Dividend Mutual Fund - 29,398.33 units

(31st March, 2014 - 327,723.18 units) ................................................................................. 327.66 3,652.54 327.66 3,652.54

Total ......................................................................................................................... 345.16 3,652.54 Notes: (i) Aggregate amount of unquoted investments 345.16 3,652.54 (ii) Current investments as per Accounting standard 13 -Accounting for Investment is

` 345.16 lakhs (31st March, 2014: ` 3,652.54 lakhs)

69

NOTE 15 INVENTORIES (At lower of cost and net realisable value)


(a) Raw materials ............................................................................................................................. 12,140.17 7,072.65 (b) Work-in-progress (Leather and Leather Products) ........................................................ 2,841.89 3,007.26 (c) Contract Work-in-progress ..................................................................................................... 83.68 - (d) Finished goods : Manufactured ............................................................................................................................. 3,873.03 3,048.67 Traded ........................................................................................................................................... 2,918.02 2,660.83 Goods-in-transit ......................................................................................................................... 987.61 -

7,778.66 5,709.50 (f ) Stores and spares ....................................................................................................................... 3,033.64 2,167.38 Goods-in-transit ......................................................................................................................... 11.35 -

3,044.99 2,167.38 Total ....................................................................................................................... 25,889.39 17,956.79

Note 16 Trade receivables


Trade receivables outstanding for a period exceeding six months from the date they were due for payment

Unsecured, considered good ............................................................................................... 3,096.96 1,855.23 Unsecured, considered doubtful ........................................................................................ 1,288.78 1,217.52

4,385.74 3,072.75 Less: Provision for doubtful trade receivables ............................................................... 1,288.78 1,217.52

3,096.96 1,855.23 Other Trade receivables ................................................................................................................

Unsecured, considered good ............................................................................................... 19,915.66 20,555.74 Unsecured, considered doubtful ........................................................................................ - 23.84

19,915.66 20,579.58 Less: Provision for doubtful trade receivables ............................................................... - 23.84

19,915.66 20,555.74 Total ....................................................................................................................... 23,012.62 22,410.97

NOTE 17 CASH AND CASH EQUIVALENTS


A. Cash and cash equivalents (as per AS 3 Cash Flow Statements) (a) Cash on hand .............................................................................................................................. 20.43 7.01 (b) Balances with banks

(i) In current accounts ............................................................................................................. 528.64 643.87 (ii) In EEFC accounts ................................................................................................................. 19.56 3.18 (iii) In deposit accounts - original maturity of 3 months or less ................................ 248.59 482.40

Total - Cash and cash equivalents (A) ................................................................... 817.22 1,136.46 B. Other bank balances Balances held as margin money

- original maturity of more than 3 months but less than 12 months .................... 4.81 6.59 - original maturity of more than 12 months ................................................................... 27.61 7.42

Total - Other bank balances (B) ............................................................................ 32.42 14.01 Total Cash and cash equivalents (A+B) ................................................................ 849.64 1,150.47



70

INTERNATIONAL

NOTE 18 SHORT-TERM LOANS AND ADVANCES (UNSECURED UNLESS OTHERWISE STATED, CONSIDERED GOOD)


(a) Loans and advances to related parties Advance to Joint Ventures : Tata International Wolverine Brands Limited ............................................................. - 242.42 Tata International GST AutoLeather Limited .............................................................. - 27.19 Advance to Subsidiaries : Tata International Singapore Pte Limited .................................................................... - 147.76 Tata International Metals (UK) Limited ........................................................................ - 22.58 (b) Security deposits ....................................................................................................................... 50.19 59.10 (c) Loans and advances to employees ..................................................................................... 202.17 147.49 (d) Prepaid expenses ...................................................................................................................... 243.38 247.07 (e) Balances with government authorities ............................................................................. (i) VAT credit receivable ............................................................................................................ 1,283.52 1,088.85 (ii) Export incentive receivable ............................................................................................. 3,966.31 5,273.92

5,249.83 6,362.77 (f ) Other loans and advances (i) Deposits with Port Trust, Customs Etc. ......................................................................... 745.06 562.71 (ii) Advance to Suppliers Secured, considered good ............................................................................................ - 300.00 Unsecured, considered good ....................................................................................... 2,590.40 2,149.45

(iii) Advance towards purchase of Mutual Fund ............................................................. 210.00 568.00 (iv) Other Advances (service tax refund receivable & charges recoverable) ........ 907.57 637.38

4,453.03 4,217.54 Total ....................................................................................................................... 10,198.60 11,473.92

NOTE 19 OTHER CURRENT ASSETS



(a) Accruals

(i) Interest accrued on investments .................................................................................... 203.54 206.30

(ii) Dividend receivable ............................................................................................................ 1,997.41 4,980.34

(b) Others

(i) Commission on Guarantee receivable from Subsidiary ........................................ 944.41 -

Total ...................................................................................................................... 3,145.36 5,186.64

NOTE 20 REVENUE FROM OPERATIONS



(a) Sale of products (Refer note 42) ........................................................................................... 1,51,621.94 1,35,035.24

(b) Other operating revenues (refer note (i) below) ............................................................. 7,502.12 6,039.18

Revenue from operations (gross) ........................................................................................ 1,59,124.06 1,41,074.42

(c) Less: Excise duty .......................................................................................................................... 49.17 39.69

Total ....................................................................................................................... 1,59,074.89 1,41,034.73

71

NOTE (I) OTHER OPERATING REVENUES



Other operating revenues comprise:

Sale of scrap ...................................................................................................................................... 1,108.41 506.50

Duty drawback and other export incentives ......................................................................... 6,383.54 5,349.96

Service Charges ................................................................................................................................ 10.17 182.72

Total ....................................................................................................................... 7,502.12 6,039.18

NOTE 21 OTHER INCOME



(a) Interest income (Refer Note (i) below) ................................................................................ 1,126.44 1,506.85

(b) Commission on Guarantee to Subsidiary ......................................................................... 939.83 -

(c) Dividend income:

from current investments

Mutual Fund .............................................................................................................................. 118.12 116.93

from long-term investments

Subsidiaries (net of reversal of NIL during the year, previous year ` 179.28 Lakhs) 2,105.52 6,874.66

Others .......................................................................................................................................... 279.34 237.73

(c) Net gain on foreign currency transactions and translation ........................................ 171.16 -

(d) Other non-operating income

(i) Rental income from operating leases .......................................................................... 228.01 308.32

(ii) Profit on sale of fixed assets ........................................................................................... 42.80 -

(iii) Cash discount received ................................................................................................... 260.51 283.41

(iv) Liabilities / Provisions no longer required written back ...................................... 187.85 31.54

(v) Grants received from DIPP, Ministry of Commerce & Industry, Government of India (Refer note 47) ......................................................................................................... 187.17 -

(vi) Service tax refund ............................................................................................................. 61.96 11.79

(vii) Others .................................................................................................................................. 164.12 96.39

Total ....................................................................................................................... 5,872.83 9,467.62 NOTE (I) INTEREST INCOME



Interest income comprises:

Interest from banks on:

Deposits ........................................................................................................................................ 32.41 205.32

Interest on loans and advances ................................................................................................. 22.95 44.93

Interest income from long term investments:

Perpetual bonds ........................................................................................................................ 1,047.71 1,047.71

Interest on income tax refund .................................................................................................... 22.49 199.81

Other interest .................................................................................................................................... 0.88 9.08

Total ....................................................................................................................... 1,126.44 1,506.85



72

INTERNATIONAL

NOTE 22.A COST OF MATERIALS CONSUMED [REFER NOTE 42(B)]



Opening stock .................................................................................................................................. 7,072.65 6,914.40

Add: Purchases ................................................................................................................................. 78,005.34 61,993.17

85,077.99 68,907.57

Less: Closing stock .......................................................................................................................... 12,140.17 7,072.65

Total ....................................................................................................................... 72,937.82 61,834.92

NOTE 22.B PURCHASE OF TRADED GOODS



Leather and Leather Products .................................................................................................... 2,209.69 5,455.31

Metals .................................................................................................................................................. 28,155.77 24,821.92

Distribution Products ..................................................................................................................... 1,196.35 850.60

Minerals .............................................................................................................................................. 5,579.42 9,812.06

Agro ...................................................................................................................................................... 5,778.34 -

Total ....................................................................................................................... 42,919.57 40,939.89

NOTE 22.C CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE



Inventories at the beginning of the year:

Finished goods .......................................................................................................................... 5,709.50 4,097.74

Work-in-progress ....................................................................................................................... 3,007.26 2,380.76

8,716.76 6,478.50

Inventories at the end of the year:

Finished goods ........................................................................................................................... 7,778.66 5,709.50

Work-in-progress ....................................................................................................................... 2,841.89 3,007.26

Contract work-in-progress ..................................................................................................... 83.68 -

10,704.23 8,716.76

Total ....................................................................................................................................................... (1,987.47) (2,238.26)


Finished goods (Traded) ........................................................................................................ - 159.84

- 159.84


Finished goods (Traded) ........................................................................................................ - 12.25

- 12.25

Less: Changes in inventories of stock-in-trade (Refer note 29) ........................................ - 147.59

Net Changes in inventories of finished goods, work-in-progress and stock-in-trade (1,987.47) (2,385.85)

73

NOTE 23 EMPLOYEE BENEFITS EXPENSE



Salaries and wages .......................................................................................................................... 9,159.60 8,061.66

Contributions to provident and other funds ......................................................................... 800.65 532.86

Staff welfare expenses ................................................................................................................... 619.28 535.99

Total ....................................................................................................................... 10,579.53 9,130.51

NOTE 24 FINANCE COSTS



(a) Interest expense on:

(i) Borrowings .............................................................................................................................. 3,143.41 2,422.53

(ii) Others

- Interest on Bill Discounting ......................................................................................... 463.43 336.87

- Others .................................................................................................................................. 31.78 143.25

(b) Other borrowing costs ............................................................................................................ 637.84 526.88

Total ....................................................................................................................... 4,276.46 3,429.53 NOTE 25 OTHER EXPENSES



Consumption of stores and spare parts .................................................................................. 11,951.65 9,836.73

Processing Charges ......................................................................................................................... 8,129.62 5,883.61

Duty, Clearing, Forwarding and Other Charges ................................................................... 6,048.66 5,189.71

Power and fuel .................................................................................................................................. 1,785.96 1,659.09

Service Charges ................................................................................................................................ 565.33 662.41

Rent including lease rentals ........................................................................................................ 1,147.88 1,042.40

Repairs and maintenance - Buildings ...................................................................................... 185.13 240.80

Repairs and maintenance - Machinery .................................................................................... 173.20 121.44

Repairs and maintenance - Others ........................................................................................... 387.73 423.49

Insurance ............................................................................................................................................ 76.19 72.04

Rates and taxes ................................................................................................................................ 61.43 87.05

Travelling and conveyance .......................................................................................................... 889.84 937.03

Sales expense ................................................................................................................................... 3,246.02 2,735.74

Legal and professional fees ......................................................................................................... 1,349.95 861.92

Payments to auditors (Refer Note (i) below) .......................................................................... 137.14 123.70

Trade and other receivables, loans and advances written off ......................................... 0.41 -

Provision for doubtful debts ....................................................................................................... 47.42 50.64

Provision for doubtful advances ................................................................................................ 32.81 22.69

Loss on foreign currency transactions and translation (net) ........................................... - 1,735.00

Loss on fixed assets sold / scrapped / written off ................................................................ 0.69 7.52

Miscellaneous expenses ............................................................................................................... 2,249.93 1,958.52

Total ....................................................................................................................... 38,466.99 33,651.53



74

INTERNATIONAL

NOTE (I) PAYMENTS TO AUDITORS



Audit fees ........................................................................................................................................... 66.63 34.83

In other capacities:

Taxation matters .............................................................................................................................. 15.73 12.36

Other services ................................................................................................................................... 53.56 75.27

Reimbursement of Expenses ...................................................................................................... 1.22 1.24

Total ....................................................................................................................... 137.14 123.70 The remuneration disclosed above includes fees of ` 40.47 Lakhs (31st March, 2014- ` 42.99 Lakhs) for attest and other professional services rendered by a firm of accountants in which some partners of the firm of statutory auditors are partners.

NOTE 26 EXCEPTIONAL ITEMS



Profit on sale of fixed assets ........................................................................................................ 6,324.94 698.62

Total ....................................................................................................................... 6,324.94 698.62

27 Managerial Remuneration

Amount in ₹ lakhs

Particulars 2014-15 2013-14

i) Salary and Allowance** 224.13 610.92

ii) Contribution to Provident and Superannuation Fund 12.24 10.80

iii) Other Perquisites 0.40 0.40

iv) Directors sitting fees (Non-Whole time Directors) 22.50 11.10

Sub Total * 259.26 633.22

v) Gratuity and Leave Encashment Paid - -

Total 259.26 633.22

* above excludes charge for gratuity and provision for leave encashment as separate actuarial valuation figures are not available.

** Salary and Allowance for 2013-14 includes Performance Bonus of ₹ 395 Lakhs for the years 2011-12 and 2012-13.

During the year ended March 31, 2011, the Company had paid managerial remuneration in excess of limits prescribed under Schedule XIII to Executive Director and Managing Director of ₹ 5.47 Lakhs and ₹ 63.18 Lakhs respectively. During the year, the company has received approval from Central Government of India for waiver of the excess remuneration.

28 During the year, pursuant to the notification of Schedule II to the Companies Act, 2013 with effect from April 1, 2014, the Company has revised the estimated useful life of its assets to align the useful life with those specified in Schedule II. The company has obtained independent technical advice in support of useful life of assets. The details of previously applied depreciation rates / useful life are as follows:

Asset Previous depreciation rate / useful life Revised useful lifeFactory Buildings 10.00% / ~ 43 years 30 yearsGeneral Plant and Machinery 13.91% / ~ 30 years 15 yearsFurniture and Fittings 18.10% / ~ 23 years 10 yearsOffice equipment 13.91% / ~ 30 years 5 yearsComputers 40.00% / ~ 9 years 3 yearsElectrical Installation 13.91% / ~ 30 years 10 years

75

Pursuant to the transition provisions prescribed in Schedule II to the Companies Act, 2013, the Company has fully depreciated the carrying value of assets net of residual value, where the remaining useful life of the asset was determined to be nil as on April 1, 2014, and has an adjustment of `183.10 lakhs (deferred tax of ` 62.24 lakhs) against the opening Surplus balance in the Statement of Profit and Loss under Reserves and Surplus.

The depreciation expense in the Statement of Profit and Loss for the year is higher by ` 1,614.03 lakhs consequent to the change in the

useful life of the assets.

29 Discontinuing operations During the previous year, the Board of Directors of the Company decided to exit from Retail business. As per the direction of the Board

of Directors, the company had closed the Retail business. The Retail business was reported as part of primary segment of the Company. The results of the discontinued business during the previous year were as follows:

Amount in ₹ lakhs

Particulars 2013-14

Sale of products 238.48

Other Income 9.24

Total revenue (A) 247.72

Purchases of stock-in-trade -

Changes in inventories of finished goods, work-in-progress and stock-in-trade 147.59

Employee benefits expense 152.21

Finance costs 4.71

Depreciation and amortisation expense 234.73

Other expenses 635.10

Total expenses (B) 1,174.34

(Loss) before tax from ordinary activities (A-B) (654.27)

Add : (Loss) on disposal of assets attributable to the discontinuing operations (272.35)

(926.62)

(Less): Tax credit for discontinuing operations (194.22)

(Loss) after tax of discontinuing operations (732.40)

Carrying amount of assets as at the balance sheet date relating to the discontinued business to be disposed off 107.59

Carrying amount of liabilities as at the balance sheet date relating to the discontinued business to be settled 98.69

Net cash flow attributable to the discontinued business

Cash flows (used in) operating activities (279.98)

Cash flows from/(used in) investing activities 4.60

Cash flows (used in) financing activities (4.71)

30 Contingent Liability (a) Claims against the Company not acknowledged as debts comprise of :

(i) Sales tax / Entry Tax Demand notices aggregating to ₹ 757.73 lakhs (31 March 2014- ₹ 435.29lakhs) have been issued by various State Sales Tax

Authorities relating to issue of applicability and classification. (ii) Service tax The Service Tax department, Mumbai has issued demand and recovery notices aggregating to ₹ 0.55 lakhs (31 March 2014-

₹ 0.55 lakhs) including interest, towards service tax allegedly payable by the Company for the period 2005 to 2009. The Service Tax Authorities contend that the Company was rendering services as “Clearing & Forwarding Agents” during the said period and was, therefore chargeable to service tax in respect of those services.

The Service Tax department, Dewas has raised demands of ₹ 18.77 lakhs (31 March 2014- ₹ 18.77 lakhs) for import of services during the period 2004 to 2009. The matter is under appeal.



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(iii) Taxation matters Demand against the Company not acknowledged as debts and not provided for relating to issues of transfer pricing, deductibility

and taxability in respect of which the Company is in appeal :- Income Tax: ₹ 2,410.33 lakhs (31 March 2014- ₹ 2,836.85 lakhs) (iv) DEPB / Drawback claims DEPB / Drawback claims rejected by Commissioner of Customs (Appeals) disputed by the Company relating to issue of inadmissibility

aggregating to ₹ 3,205.11 lakhs (31 March 2014- ₹ 2,282.82 lakhs). (v) Excise Duty

The Excise Department at Dewas has raised a demand of ` 232.72 lakhs (31 March 2014 - Nil) alleging that the Company alleging that the activity of mixing of chemicals amounts to manufacturing and hence exigible to excise duty. The Company is contesting the claim before Commissioner of Central Excise.

(v) Other Matters ₹ 186.13 lakhs (31 March 2014- ₹ 193.71 lakhs) Future cash outflows in respect of above matters are determinable only on receipt of judgments / decisions pending at various

forums / authorities.

(b) (i) Bills discounted not matured ₹ 5,163.72 lakhs (31 March 2014 - ₹ 4,460.52 lakhs).

(ii) Full particulars of guarantees given together with purpose in terms of section 186 (4) of the Companies Act, 2013

Name of entity Amount Full Particulars of

guarantees

Purpose

31-Mar-15 31-Mar-14Foreign

Currency in Million

₹ lakhs Foreign Currency in Million

₹ lakhs

Guarantees GivenTAHL (Mauritius) PowerProjects Limited(wholly-owned subsidiary)

- - USD 25.00 15,024.95 Corporate Guarantee against Term Loan of US$25 Million provided by ICICI Bank Limited to the subsidiary.

Investment by the subsidiary in a joint venture with Zambia Electricity Supply Co Limited for setting up a hydel power project.

Monroa Portugal,Comércio E Serviços,Unipessoal Lda (subsidiary)

EUR 0.35 238.75 EUR 0.35 291.89 Counter guarteegiven by HSBCIndia to HSBC Spainagainst guaranteesissued by them onbehalf of the subsidiary.

Shops taken onlease by the subsidiary atPortugal for itsfootwear retailoperations.


- USD 65.20 39,185.07 Corporate Guarantee against Term Loan of US$32 Million and Working Capital facilities of US$30 Million provided by ICICI Bank Limited to the subsidiary.

Term loan was availed to finance shareholders’ loan given by the subsidiary to its subsidiary at Hong Kong and working capital facilities for its trading operations.

77


guarantees

Purpose

31-Mar-15 31-Mar-14Foreign

Currency in Million


₹ lakhs


- USD 40.50 24,340.42 Standby Letter of Credit against Term Loan of US$45 Mio provided by Standard Chartered Bank Limited to the subsidiary.

Investment by the subsidiary for acquisition of subsidiaries at UK, Hong Kong and USA.


SGD 325.00 1,47,870.13 SGD 62.50 29,653.88 Guarantee to the holders of Senior bonds of value SGD 50 Million and the holders of perpetual bonds of value SGD 150 Million.

Repayment of debts, general corporate purpose and re-capitalization of some subsidiaries at Africa

Tata International Metals (UK) Limited (formerly known as Tata Steel International (UK) Limited) (wholly-owned subsidiary)

- USD 50.00 30,049.90 Corporate Guarantee against Working Capital facilities of US$50 Million provided by ING Belgium to the subsidiary.

Trading operations of the subsidiary.

Tata International Wolverine Brands Limited (joint venture)

500.00 500.00 Corporate Guarantee against Working Capital facilities of INR 10 Crores provided by HSBC to the joint venture entity.

Trading operations of the joint venture entity.

Total 1,48,608.88 1,39,046.10

(iii) The Company has given counter-indemnity to Indian Hotels Company Limited (IHCL) against Letter of Comfort issued by IHCL to ICICI Bank PLC, UK (ICICI) for the loan provided by ICICI to a subsidiary of IHMS, SA (Pte Limited) South Africa (which is a joint venture between the company’s subsidiary Tata Africa Holdings (SA) Pty Ltd and IHCL) for its operations, for a value of ₹ 14,082.93 lakhs (equivalent to USD 22.5 million) (31 March 2014- ₹ 13,522.46 lakhs (equivalent to USD 22.5 million)).

31 (a) Capital Commitment Estimated amount of contracts remaining to be executed on capital account and not provided for as at 31 March 2015 is ₹ 765.02

lakhs (31 March 2014- ₹ 19.32 lakhs). (b) Other Commitment (i) As per the Agreement dated 21 September 2012, between the Company and a contractor, the Company has commitment of

minimum procurement of 14,000 units of component or compensation up to ₹ 3.5 Lakhs per month. The termination clause has 9 months notice period, by which the minimum purchase commitment amounts to ₹ 31.5 Lakhs (31 March 2014- ₹ 31.5 Lakhs).

(ii) As per the Agreement dated 19 November 2013, between the Company and Collector, Naupada, Odisha for supply of bicycles to Coal India Limited towards their Corporate Social Responsibility obligations, the Company has pledged in favour of the Collector, a fixed deposit receipt of `18 lakhs as security for performance of the contract.



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34 Full particulars of loans given, investment made, security provided together with purpose in terms of section 186 (4) of the Companies Act, 2013


guarantees

Purpose

31-Mar-15 31-Mar-14

Foreign Currency in Million


₹ lakhs

Loans Given

( a ) Tata West Asia FZE (wholly-owned subsidiary)

USD 0.02 11.61 USD 2.20 1,196.56 Shareholder loan of US$2.2 Million of which US$ 2.179 Million was converted into equity during the year

To comply with the Jebel Ali Free Zone Authority regulations requiring shareholder support in case networth falls below 75% of equity.

( b ) Investments made As detailed in Note 12 to the financial statements

( c ) Security provided


USD 32.00 20,029.06 USD 32.00 19,231.94 Second charge on current assets of the Company against Term Loan of US$32 Million provided by ICICI Bank Limited to the subsidiary.

Shareholders’ loan given by the subsidiary to its subsidiary at Hong Kong.

(iii) As per the Joint Venture Agreement dated 23rd April 2014, between the Company, GST AutoLeather Inc. (joint venturer) and Tata International GST AutoLeather Limited (joint venture company), the Company has committed to subscribing to the equity share capital of the Joint Venture Company of ̀ 90 lakhs upto the year FY 2014-15 out of which ̀ 63 lakhs has been invested and the balance `27 lakhs will be invested in FY 2015-16.

32 The Company has given undertakings to banks / other entities for non-disposal of its shareholding in its subsidiaries against loans and other facilities extended by them to its subsidiaries as listed below: • TataAfricaHoldings(SA)(Pty)Limited • TataSouthEastAsiaLimited • TataWestAsiaFZE • TataInternationalSingaporePteLimited • TataInternationalMetals(UK)Limited(formerlyknownasTataSteelInternational(UK)Limited) • TataInternationalMetals(Asia)Limited • TataInternationalMetals(Americas)Limited(formerlyknownasTataSteelInternational(NorthAmerica)Limited) • CalseaFootwearPrivateLimited • MoveonComponenteseCalcadoS.A. 33 (a) The Company had pledged certain Non Current Investment in Shares and Bonds amounting to ₹ 17,376.13 lakhs against SBLC Facility

(Stand By letter of Credit), issued in favour of Standard Chartered Bank - Singapore for term loan of USD 45 Million availed by Tata International Singapore Pte Ltd. The pledge has been released during the year consequent to repayment of the loan in full by Tata International Singapore Pte Ltd.

(b) The Company had created negative pledge on Non current investment in shares of Tata Industries Limited amounting to ₹ 5,812.99

Lakhs against SBLC Facility (Stand By letter of Credit), in favour of Standard Chartered Bank - Singapore for term loan of USD 45 Million availed by Tata International Singapore Pte Ltd. The negative pledge has been released during the year consequent to repayment of the loan in full by Tata International Singapore Pte Ltd.

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35 The Components of Deferred tax arising on account of timing differences are as under:

Amount in ₹ lakhs


Deferred Tax Liabilities

Depreciation 356.40 839.06

356.40 839.06

Deferred Tax Assets

Provision for Doubtful Debts # 356.40 422.45

On carry forward tax losses and unabsorbed depreciation - 218.38

Others - 198.23

Total 356.40 839.06

Deferred tax (Liability) (net) - -

# Considered to the extent that there are compensating timing differences, reversal of which will result in sufficient income against which this can be realised.

36 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006:

Amount in ₹ lakhs


(a) Dues remaining unpaid as on 31st March

Principal 80.25 80.97

Interest 2.59 0.07

(b) (i) Amounts paid to suppliers beyond the appointed day 557.97 361.26

(ii) Interest paid in terms of Sec.16 of the Act - 3.11

(c) Interest due and payable for the period of delay in payments made beyond the appointed day during the year”

9.47 -

(d) Interest accrued and remaining unpaid as on 31st March 7.78 -

(e) Interest due and payable even in the succeeding years until actually paid 3.25 0.07

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information

collected by the Management. This has been relied upon by the auditors.

37 The State Government of Madhya Pradesh had issued a Permanent Eligibility Certificate recognizing the Company as an “Exporting

Industrial Unit”, thus exempting it from payment of Sales Tax and Entry Tax, till 24th January, 2007. In accordance there with the Company has lodged claims for refund of ₹ 215.08 lakhs (31st March, 2014 - ₹ 215.08 lakhs), being Entry Tax paid by the Company during the period 1994-1995 to 2006-2007. The said amount has been included in Note 13 - ‘Long term loans and advances’ under the heading Other Advance.



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38 Earnings Per Share

Amount in ₹ lakhs

2014-15 2013-14

Continuing operations

Profit/(loss) for the year from continuing operations attributable to the equity shareholders 438.99 2,549.22

Weighted Average No. of Equity Shares (Nos.) 4,01,000 4,01,000

Nominal Value of Equity Shares (₹) 1,000 1,000

Earnings per share from continuing operations - (₹) (Basic and Diluted) 109.47 635.72

Total operations

Profit / (loss) for the year attributable to the equity shareholders 438.99 1,816.82

Weighted Average No. of Equity Shares (Nos.) 4,01,000 4,01,000

Nominal Value of Equity Shares (₹) 1,000 1,000

Earnings per share from total operations - (₹) (Basic and Diluted) 109.47 453.07

39 (a) The Company has a total exposure of ` 1,191.57 lakhs in Tata West Asia FZE (TWA), a wholly-owned subsidiary (31 March 2014 – ` 1,265.98 lakhs) net of provision. TWA has accumulated losses as at 31 March 2015, which has substantially eroded its net worth. In the opinion of the Management, having regard to the plans of TWA to recover dues from its customers and also the improving economic outlook in the region coupled with emerging opportunities in the region, no further provision is considered necessary.

(b) The Company has an investment of ` 2,000 lakhs (31st March-2014 – ` 2,000 lakhs) in Tata International Wolverine Brands Limited (TIWBL), a Joint Venture of the Company and has a recoverable of ` 245.24 lakhs Lacs (31st March 2014 – ` 242.42 lakhs). The Company has served an exit notice to the Joint Venture Partner in April, 2014. In the opinion of the Management, despite TIWBL’s negative net worth as per its unaudited financial information for the year ended 31 March 2015, having regard to the terms and conditions of the Joint Venture agreement, the legal options available and the business valuation of TIWBL obtained by the Company, the Company believes that it will be able to recover its investments and the recoverable from the Joint Venture partner, and accordingly no provision is considered necessary.

40 Employee’s Benefits

A. Defined Benefit Plan i) Provident Fund The Company makes monthly contributions to Provident Fund managed by Tata International Limited Provident Fund Trust (the

“Trust”) for qualifying employees. Under the Scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. During the year the Company has contributed ₹ 205.18 lakhs (31 March 2014: ₹ 196.74 lakhs) to the Provident Fund Trust.

In keeping with the Guidance on Implementing Accounting Standard (AS) 15 (Revised) on Employee Benefits notified by the Companies (Accounting Standards) Rules, 2006, employer established provident fund trusts are treated as Defined Benefit Plans, since the Company is obliged to meet interest shortfall, if any, with respect to covered employees. According to the actuarial valuation, the Defined Benefit Obligation of Interest rate Guarantee on exempted Provident Fund in respect of employees of the Company as at 31 March 2015 works out to ₹ Nil and hence no provision is required to be provided in the books of accounts (31 March 2014 - ₹ 40.30 ) towards the guarantee given for notified interest rates.

In carrying out an actuarial valuation of interest rate guarantee on exempt provident fund liability, expected investment return is compared with the guaranteed rate of interest and the expected shortfall is determined for a projection period of 3 year. This is further applied to accumulated value of the provident fund to arrive at the Defined Benefit Obligation.

The above process is carried out for 3 scenarios, one based on the prevailing rate of return, and the other two with 100 Basis Points upward and downward shifts in the expected rate of return and Defined Benefit Obligation of the interest rate guarantee is determined under these three scenarios. Defined Benefit Obligation of the interest rate guarantee is equal to the average of the Defined Benefit Obligation determined under all three scenarios above. The actuarial valuation is carried out using the projected accrued benefit method.

81

The major categories of plan assets in which the contributions are invested by Tata International Limited Provident Fund Trust are as under:

Amount in ₹ lakhs

Category 2014-15 2013-14

Bonds and Securities of Central Government 1,066.66 927.98

Bonds and Securities of State Government 651.15 655.68

Bonds and Securities of Public Sector Undertakings 1,326.49 1,148.19

Special Deposits with Banks 1,320.32 1,270.32

Actuarial assumptions made to determine Interest Rate Guarantee on Exempt Provident Fund Liabilities are as follows:

Particulars 31-Mar-15 31-Mar-14

Discount Rate for the term of the Obligation 7.94% 9.31%

Remaining term to Maturity (years) of plan assets 5.40 5.57

Discount Rate for the remaining term to maturity of the Investment Portfolio 7.94% 9.31%

Expected Investment Return 8.75% 8.58%

Guaranteed Rate of Return 8.75% 8.75%

ii) Gratuity

The Company makes annual contributions to the Gratuity Trust managed by the Company, a funded defined benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement / termination / resignation / death / disablement of employees. The employee has to be confirmed and to be in continuous service for minimum 5 years in Tata International Limited. The Quantum of Gratuity is calculated as under:

Number of completed Years of Service

Less than 15 1/2 ( One-half ) month’s salary, for every completed year of service

15 to 19 3/4 ( Three-fourth ) month’s salary, for every completed year of service

20 1 ( One ) month’s salary, for every completed year of service

Exceeding 20 of 20 (Twenty) months’ salary plus 1/2 (one-half ) months’ salary, for every completed years of service in excess of 20 (Twenty) completed years of service, so however that the aggregate of the foregoing two amounts does not exceed 30 (Thirty) months’ salary.



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Defined Benefit Plans - as per Actuarial Valuation on 31 March 2015

Amount in ₹ lakhs

Gratuity(Funded)

Gratuity(Funded)

2015 2014

I Changes in Defined Benefit Obligation during the Year

Present Value of Defined Obligation at the beginning of the Year 1,395.90 1,465.27

Current Service Cost 79.35 81.69

Interest Cost 129.93 120.80

Actuarial (Gain) / Loss on Defined Benefit Obligation 208.98 (60.46)

Benefits paid (283.20) (211.40)

Present Value of Defined Benefit Obligation at the end of the Year 1,530.96 1,395.90

II Changes in the Fair Value of Plan Assets during the Year

Fair Value of the Plan Assets at the Beginning of the Year 1,483.44 1,561.98

Expected return on Plan Assets 139.04 134.25

Contributions 279.35 8.60

Benefits paid (283.20) (211.40)

Actuarial Gain / (Loss) on Plan Assets (14.22) (10.00)

Fair Value of Plan Assets at the end of the Year 1,604.42 1,483.44

Excess of ( obligation over plan assets) / plan assets over obligation 73.46 87.54

(Accrued Liability ) / Prepaid Benefit 73.46 87.54

III Net Asset / (Liability) recognised in the Balance Sheet as at 31st March

Present Value of Defined Benefit Obligation at the end of the Year (1,530.96) (1,395.90)


Net Asset / (Liability) as at 31st March (Refer table below) 73.46 87.54

Amount paid to Tata International Limited Gratuity Trust (included in Note 18) 119.80 125.67

Amount payable to LIC (included in Note 9) (46.35) (38.13)

Net Asset / (Liability) as at 31st March 73.45 87.54

IV Expense recognised in the Statement of Profit and Loss for the year ended 31st March


Interest cost 129.93 120.80

Expected Return on plan assets for the period (139.04) (134.25)

Net Actuarial (Gain)/ Loss 228.95 (50.46)

Expenses Recognised in Statement of Profit and Loss 299.18 17.78

V Actual Return on Plan Assets

Expected Return on plan assets for the period 139.04 134.25


Actual Return on Plan Assets 124.82 124.25

83

VI Amount of each category of Plan Assets to total Fair Value of Plan Assets

Special Deposits Scheme 279.04 279.04

Central Government / State Government Securities, Bonds issued by Public Financial Institutions

1,162.73 1,176.77

Balances in Savings & Current Accounts with Banks 162.25 25.21

LIC 0.38 2.42

Total 1,604.41 1,483.44

VII Actuarial Assumptions % %

Discount Rate 7.96 9.38

Expected Rate of Return on Plan Assets 7.96 9.38

Salary Escalation Rate 5.00 5.00

Attrition Rate 2.00 2.00

VIII Experience Adjustment

Experience Adjustment on plan Liabilities [(Gain)/ Loss]

Experience Adjustment on plan Assets[Gain/ (Loss)]

Total

IX The contribution expected to be made by the Company during the financial year 2015-16 has not been ascertained.

Basis used to determine expected rate of return on assets:- Based on expectation of the average long term rate of return expected on Investment of the fund, during the estimated term of obligation.

The estimate of future salary increases, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

B. Defined Contribution Plans: The Company makes contributions to Family Pension Fund, Superannuation Fund, ESIC contribution to Defined contribution retirement

benefit plans for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits.

Company’s contribution paid / payable during the year to Family Pension Fund and ESIC are recognized in Statement of Profit and Loss.

These amounts are recognized as an expense and included in Note 23 ‘Employee Benefit Expenses’ under the heading ‘Contribution to Provident and other funds ‘.

The Company has recognized the following amounts in the Statement of Profit and Loss for the year:


Contribution to Employees’ Family Pension Fund 133.70 113.86

Contribution to Employees’ Superannuation Fund 45.74 51.87

Employees’ State Insurance Scheme 121.80 105.84

2014-15 2013-14 2011-12 2010-11 2009-10

86.70 34.64 (42.99) 56.88 17.58

(14.10) (10.00) (12.08) (2.88) (0.74)

72.60 24.64 (55.07) 54.00 16.84



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41 Jointly Controlled Entities by the Company

Name of the Entity Country of Incorporation % Holding

1 Tata International DLT Private Ltd. India 50.00%

2 Tata Precision Industries (India) Ltd. India 50.00%

3 Tata International Wolverine Brands Limited (TIWBL) India 50.00%

4 Tata International GST AutoLeather Limited * India 50.00% * Incorporated as on 13th March, 2014. The proportionate share of assets and liabilities as at March 31, 2015 and income and expenditure for year 2014-15, as per their Audited

Financial Statements (Unaudited in case of TIWBL) are given below :

Particulars Amount in ₹ lakhs

2014-15 2013-14

A. Assets

1 Non-current Assets

Fixed Assets 1,801.49 1,935.43

Deferred Tax Asset 122.25 189.07

Long Term Loans and Advances 49.30 51.78

2 Current Assets

Current Investments 10.30 -

Inventories 986.64 1,413.99

Trade Receivables 1,261.47 1,554.39

Cash 44.10 107.13

Short term loans and advances 235.89 585.76

Other current assets 77.17 22.07

4,588.61 5,859.61

B Liabilities

3 Non Current Liabilities

Long Term Borrowings 438.86 456.94

Deferred Tax Liabilities (Net) - -

Other Long Term Liabilities - -

Long Term Provisions 9.98 9.83

4 Current Liabilities

Short-term Borrowings 842.86 1,043.56

Trade Payables 1,366.87 1,698.18

Other Current Liabilities 560.09 551.42

Short-term Provisions 565.49 414.46

3,784.16 4,174.37

C Income

Revenue from Operations 7,804.81 4,854.53

Excise Duty 45.45 282.42

Net Sales 7,759.36 4,572.11

Other Operating Revenues - -

Other Income 122.31 96.84

85

D Expenses

Cost of Materials consumed 6,117.77 2,340.44Purchase of Stock in Trade 44.33 1,434.99Change in Inventories of finished goods work in progress and Stock in trade 362.35 (324.86)Employee Benefit Expense 554.08 816.34Finance Costs 183.11 189.14Depreciation and Amortization expense 131.14 174.47Other Expenses 1,274.99 1,125.92Provision taxation 106.42 (55.21)

E Other MattersContingent Liabilities 23.66 69.93Capital Commitment 2.67 41.61

42 Details of sales in respect of manufactured and traded goods

Amount in ₹ lakhs

Class of goods 2014-15 2013-14

Leather & Leather Products 87,596.97 80,781.65

Metals 42,853.91 36,726.38

Bicycle and Other Distribution Products 8,820.95 8,479.29

Minerals 5,371.14 7,795.06

Agro Commodities 4,597.92 -

Others 2,331.88 1,213.17

1,51,572.77 1,34,995.55

43 (a) Consumption of Raw Material

Amount in ₹ lakhs

2014-15 2013-14

₹ lakhs % of Consumption

₹ lakhs % of Consumption

Imported 19,351.61 26.53% 14,313.59 23.15%

Indigenous 53,586.21 73.47% 47,521.33 76.85%

72,937.82 100.00% 61,834.92 100.00%

(b) Break-up of Raw Material Consumed

Amount in ₹ lakhs

Class of goods 2014-15 2013-14

Leather 48,587.54 42,754.31

Leather - Chemicals 9,511.60 8,023.70

Metals 8,396.85 4,686.25

Bicycle components 6,441.83 6,370.66

72,937.82 61,834.92

Note: The consumption in value has been ascertained on the basis of opening stock plus purchases less closing stock and includes the

adjustment of excesses/ shortages as ascertained on physical count and write-off of obsolete raw materials.



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(c) Consumption of Stores and Spares:

Amount in ₹ lakhs



2014-15 % of Consumption

2013-14 % of Consumption

Imported 3,061.37 25.61% 2,696.55 27.41%

Indigenous 8,890.28 74.39% 7,140.18 72.59%

11,951.65 100.00% 9,836.73 100.00%

(d) CIF Value of Imports:

Amount in ₹ lakhs

For the year ended 31st March 2015


(i) Raw Materials 22,704.97 13,412.00

(ii) Components, Stores and Spare Parts 3,177.17 2,633.47

(iii) Capital Goods 145.56 551.03

(iv) Trading Goods 10,649.63 10,607.04

36,677.33 27,203.53

(e) Earnings in Foreign Exchange:

Amount in ₹ lakhs



(i) Export of goods calculated on FOB basis 1,01,210.36 89,001.73

(ii) Charges Recovered 19.59 6.26

(iii) Dividends 1,997.42 5,626.18

(iv) Others 2,848.23 1,487.39

(f) Expenditure in Foreign Currency:

Amount in ₹ lakhs



(i) Commission 2,216.43 1,984.44

(ii) Professional fees 346.58 465.60

(iii) Foreign travel 157.36 235.89

(iv) Interest 243.56 286.22

(v) Payment on other accounts 1,283.83 703.32

87

44 The outstanding forward contracts as on 31 March 2015

The export receivables/customer purchase orders of the Company have been hedged by forward contracts as follows-

Foreign Currency (in million)

Amount in ₹ lakhs

Forward Contracts USD 31.31 19,600.10(9.86) (6,296.17)

Forward Contracts EUR 15.03 10,144.30(1.13) (983.87)

Total 29,744.40(7,280.04)

Forward contracts against creditors/vendor purchase orders of the Company outstanding as on 31 March 2015

Foreign Currency (in million)

Amount in ₹ lakhs

Forward Contracts USD 4.61 2,882.48(USD 6.16) (3,814.78)

Net unhedged Foreign Currency as on 31 March 2015:

Amount in lakhs

USD GBP Euro VND ZAR Taka AED BIRR HKD THBReceivables 141.71 0.13 18.58

178.72 0.37 27.73

Payables 168.92 0.21 6.14 0.02 0.0451.75 0.05 10.75 0.02 0.14

Advances made 45.06 0.17 3.3254.03 0.11 4.67 0.23

Dividend receivable 386.45646.57 170.21

Advances received 6.16 0.03 0.137.72 0.06 0.25

Balance with Banks 0.55 250.53 4.75 2.07 0.850.17 823.70 4.75 3.62 1.01

Packing credit in Foreign Currency

9.48

46.93

Buyer’s Credit 129.21 12.12 1.5628.50 4.78

External Commercial Borrowing (refer note below)

54.60

63.05

Total Net Exposures (181.03) (12.06) 14.07 250.53 386.45 4.75 (0.02) 2.07 (0.04) 0.8534.96 0.37 16.62 823.70 - 4.75 (0.02) 3.62 0.09 1.01

Note: The Company has borrowed under an External Commercial Borrowing loan agreement (ECB) with interest linked to 3 Month Libor, for which the company has taken a Interest Rate Swap contract (floating to fixed). Under this contract, the Company receives floating interest rate on US Dollar notional and pays fixed interest rate in US Dollar notional.



88

INTERNATIONAL

45 Information about primary business segments (a) The Company has organized its businesses globally into five verticals as follows, each headed by a Vertical Head:

· Leather & Leather Products · Metals Trading · Minerals Trading · Distribution · Agro-commodities trading (included in Others)

The Board of Directors, while reviewing the performance of the Company, evaluates the performance of each of these verticals and takesdecision on future investments and allocation of resources.

The Company has accordingly aligned its primary segment reporting with this business structure.

Amount in ₹ lakhs

Leather & Leather

Products

Metals Minerals Distribution Retail Others Eliminations Total

REVENUE

Gross Export Revenue 69,072.32 32,763.74 1,508.16 500.71 - - - 1,03,844.92

61,879.66 28,717.70 - 510.08 - - - 91,107.44

Gross DomesticRevenue

19,233.46 11,343.31 3,862.89 8,718.04 - 4,619.32 - 47,777.02

20,154.83 7,596.09 7,795.06 8,381.81 238.48 - - 44,166.28

Less:Excise Duty 49.17 - - - - - - 49.17

39.69 - - - - - - 39.69

Net Domestic Revenue 19,184.29 11,343.31 3,862.89 8,718.04 - 4,619.32 - 47,727.85

20,115.15 7,596.09 7,795.06 8,381.81 238.48 - - 44,126.59

Inter Segment Revenue - - - - - - - -

- - - - - - - -

Total Revenue 88,256.61 44,107.04 5,371.05 9,218.75 - 4,619.32 - 1,51,572.77

81,994.80 36,313.79 7,795.06 8,891.88 238.48 - - 1,35,234.03

RESULT

Segment Result (3,245.36) 1,884.32 (1,320.57) (74.84) - (4.19) - (2,760.64)

(829.01) 1,617.00 (489.51) 82.16 (926.54) (7.29) - (553.19)

Unallocable corporate expense (net of income)

(695.51)

(4,601.63)

Less:Interest Expense 3,638.62

2,902.72

Add: Exceptional items Unallocable to segments

6,367.74

698.62

Profit before Tax 663.99

1,844.34

Less: Tax 225.00

27.52

Profit / ( Loss ) after Tax 438.99

1,816.82

89

Note 45 (a): Information about primary business segments: (Contd.)

Amount in ₹ lakhs

Leather & Leather

Products

Metals Minerals Distribution Retail Others Eliminations Total

OTHER INFORMATION

Segment Assets 50,447.55 11,991.40 1,622.47 2,602.50 - 1,592.49 - 68,256.40

48,048.27 8,751.25 3,593.97 2,375.50 107.59 0.84 - 62,877.42

Unallocable Assets 80,048.53

86,518.36

Total Assets 1,48,304.94

1,49,395.78

Segment Liabilities 16,929.85 4,979.11 4,583.02 1,710.51 - 2,161.22 - 30,363.70

15,527.41 6,378.59 3,986.08 1,559.18 98.69 0.06 - 27,550.01

Unallocable Liabilities 67,876.71

72,037.13

Total Liabilities 98,240.41

99,587.14

Capital Expenditure 854.49 71.78 0.96 18.78 - 97.02 - 1,043.03

1,502.85 21.72 1.03 31.14 - 11.17 - 1,567.90

Depreciation /Amortisation

3,228.00 23.33 1.72 70.33 - 3,323.39

1,725.05 9.14 0.96 22.29 234.73 - - 1,992.18

Non Cash Expenditure other thanDepreciation

- - - - - - - -

- - - - - - - -

(b) Information about Geographical Segments

Amount in ₹ lakhs

CONTINENT TURNOVER ASSET Capital Expenditure

2014-15 2013-14 2014-15 2013-14 2014-15 2013-14

AFRICA 1,723.16 1,798.38 741.40 4,793.88 - -

ASIA (excl. India) 61,281.04 46,649.08 5,718.72 9,884.96 - -

AUSTRALIA 3,887.46 1,991.67 80.73 579.20 - -

EUROPE 29,771.54 35,212.91 3,313.06 6,452.15 - -

NORTH AMERICA 6,900.84 3,372.95 795.13 2,012.20 - -

SOUTH AMERICA 275.08 2,082.45 57.69 22.15 - -

INDIA 47,733.65 44,126.59 57,549.67 39,132.88 1,043.03 1,567.90

1,51,572.77 1,35,234.03 68,256.40 62,877.42 1,043.03 1,567.90



90

INTERNATIONAL

Notes:

(i) Business Segments The Company has considered business segments as the primary segment for disclosure.

The segments have been identified taking into account the organisational structure as well as the differing risks and returns of these

segments. Leather and Leather Products segment comprises of sale of finished leather, footwear, garments and articles.

Metals segment comprises of Steel, Alluminium, Metallics and Steel Mill rolls trading and Module mounting structures-solar.

Minerals Segment comprises of trading activity in Coal and Minerals

Distribution Segment comprises of trading of Infrastructure and Construction equipments, Chemicals, Bicycles and Pharmaceuticals Retail segment comprises of retailing of leather products, the operations of which have been discontinued during the previous

year (ii) Secondary Segment The geographical segments are considered for disclosure as secondary segment.

Segment India includes sales to customers located in India and service income accrued in India.

Segments other than India include sales and services rendered to customers located outside India.

(iii) Segment Revenue comprises of

Amount in₹ lakhs

2014-15 2013-14

Sale of Products ( Refer note 20 ) 1,51,621.94 1,35,035.24

Sale of Products from discontinuing operations (refer note 29) - 238.48

1,51,621.94 1,35,273.72

Less: Excise Duty 49.17 39.69

Total Segment Revenue 1,51,572.77 1,35,234.03

91

46 (a) Related Party Disclosures (A) Holding Company 1 Tata Sons Limited Related Parties where control exists (B) Subsidiaries 1 Tata Africa Holdings (SA) (Proprietary) Limited 2 Tata South-East Asia Limited 3 Tata West Asia FZE 4 Tata Africa Holdings (Ghana) Limited 5 TATA Africa Holdings (Kenya) Limited 6 Tata Africa Holdings (Tanzania) Limited 7 Tata Africa Services (Nigeria) Limited 8 Tata Africa Steel Processors (Proprietary) Limited 9 Tata Automobile Corporation (SA) (Proprietary) Limited 10 Tata Holdings Mocambique Limitada 11 Tata De Mocambique, Limitada 12 Tata Uganda Limited 13 Tata Zambia Limited 14 Tata Zimbabwe (Private) Limited 15 Blackwood Hodge Zimbabwe (Private) Limited 16 Cometal, S.A.R.L. 17 Pamodzi Hotels Plc 18 Tata Africa (Senegal) S.A.R.L. 19 TIL Leather Mauritius Limited 20 Bachi Shoes Limited 21 Euro shoe components Limited 22 Move on Componentes e calcado,S.A. 23 Calsea Footwear Private Limited 24 Drive India Enterprise Solutions Limited 25 Tata International Trading Brasil Ltda 26 Tata International Singapore Pte Limited 27 Monroa Portugal, Comércio E Serviços, Unipessoal LDA 28 Move On Retail Spain, S.L. 29 Tahl ( Mauritius) Power Projects Limited 30 Tahl ( Mauritius) Mining Projects Limited 31 Tata Africa Cote D’Ivoire SARL 32 M’Pumalanga Mining Resources S.A 33 Tata International Metals (Americas) Limited (formerly known as Tata Steel International (North America) Limited) 34 Tata International Metals (Asia) Limited 35 Tata International Metals (UK) Limited (formerly known as Tata Steel International (UK) Limited) 36 Tata South East Asia (Cambodia ) Limited 37 TAH Pharmaceuticals Ltd. 38 Alliance Motors Ghana Limited 39 Industrial Steels Limited 40 Tata International West Asia DMCC (incorporated on 18 November 2014) 41 Unitech Motors S A (with effect from 23 March 2015)



92

INTERNATIONAL

(C ) Other related parties where transactions have taken place during the year

(a) Fellow Subsidiaries

1 Tata AIG General Insurance Company Limited

2 Tata AIA Life Insurance Company Limited (formerly Tata AIG Life Insurance Company Limited)

3 Ewart Investments Limited

4 Tata Consulting Engineers Limited (formerly TCE Consulting Engineers Limited)

5 Tata Consultancy Services Limited

6 Tata Teleservices Limited (ceased to be a related party in the current year)

7 Tata Teleservices (Maharashtra) Limited (ceased to be a related party in the current year)

8 Tata Industries Limited

9 Tata Capital Financial Services Limited

10 Automotive Stampings and Assemblies Limited

11 Tata Autocomp Systems Limited

12 Tata Toyo Radiator Limited

13 CMC Limited (b) Joint Ventures

1 Tata International DLT Private Limited

2 Tata International Wolverine Brands Limited (wef 18th November 2012)

3 Tata Precision Industries (India) Limited

4 Tata International GST AutoLeather Limited (wef 13th March 2014) (c ) Associates 1 Tata Ceramics Limited (d) Key Management Personnel 1 Managing Director - Mr Noel Tata

93

46 (b) Related Party Transactions Amount in

₹ lakhs

Transaction Year Subsidiaries Fellow Subsidiaries

Joint Ventures Holding Company

Associates Key Managment

Personnel

Purchases of goods 2014-15 5,631.68 - - - - -

2013-14 6,976.24 - - - 1.35 -

Sale of goods 2014-15 2,663.24 129.11 0.72 0.19 - -

2013-14 4,642.23 151.94 - - - -

Receiving of Services 2014-15 176.55 212.17 2.08 9.82 - -

2013-14 541.83 130.47 - 0.07 - -

Rendering of Services (excluding service tax)

2014-15 6.74 11.69 61.80 1.37 - -

2013-14 177.64 29.36 0.06 3.09 - -

Brand Equity Expense 2014-15 - - - 40.00 - -

2013-14 - - - 109.78 - -

Rental Income 2014-15 - - 18.86 - - -

2013-14 - - 18.86 - - -

Advance settled during the year 2014-15 - - - - - -

2013-14 48.88 - - - - -

Advance Given 2014-15 - - - - - -

2013-14 - - - - - -

Interest/ Dividend Expense 2014-15 - 42.12 - 167.40 - -

2013-14 - - - - - -

Interest / Dividend Income 2014-15 2,092.72 58.26 - 118.16 - -

2013-14 7,053.94 20.81 - 118.16 - -

Claims 2014-15 155.14 - - - - -

2013-14 79.13 - - - - -

Other Income 2014-15 - - 7.74 - - -

2013-14 - - - - - -

Purchase of equity shares 2014-15 - - 63.00 - - -

2013-14 - - 950.00 - - -

Commission Expense 2014-15 828.03 - - - - -

2013-14 436.35 - - - - -

Reimbursement of expenses 2014-15 45.25 - 5.59 - - -

2013-14 139.68 - 2.14 - - -

Recovery of Expenses 2014-15 310.08 11.32 41.29 87.61 - -

2013-14 207.94 3.66 26.77 60.71 1.35 -

Managerial Remuneration 2014-15 - - - - - 236.76

2013-14 - - - - - 622.12

Loan Converted into Equity 2014-15 1,184.95 - - - - -

2013-14 - - - - - -

Guarantee Commission Income 2014-15 939.83 - - - - -

2013-14 - - - - - -

(ii) Balances with related parties - - - - - -

Amount Receivable 2014-15 3,228.11 37.75 263.31 131.37 - -

2013-14 2,808.76 79.38 239.78 51.73 - -

Dividend Receivable 2014-15 1,997.42 - - - - -

2013-14 - - - - - -

Amount Payable 2014-15 5,705.30 13.41 - 0.46 - -

2013-14 5,484.54 2.74 - 0.37 - -

Loan Given outstanding 2014-15 11.61 - - - - -

2013-14 1,322.20 - - - - -

Advance Received outstanding 2014-15 4.22 - - - - -

2013-14 0.63 - - - - -

Advance Given outstanding 2014-15 - 12.21 - - - -

2013-14 306.66 17.74 - - - -

Sale of assets 2014-15 - - - - - -

2013-14 12.52 - - - - -

Deposit taken 2014-15 - 12.31 - - - -

2013-14 - - - - - -



94

INTERNATIONAL

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96

INTERNATIONAL

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d)

Tata

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rnat

iona

l M

etal

s (A

mer

icas

) Li

mite

d (fo

rmer

ly

Tata

Ste

el

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rnat

iona

l (N

orth

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eric

a)

Lim

ited)

Tata

Wes

t Asi

a FZ

E

Tran

sact

ion

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

Purc

hase

s of

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147

2.93

84.0

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518.

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53-

--

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-

Sale

of g

oods

102.

7197

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1,60

6.69

2,42

3.04

--

--

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ivin

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--

--

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g of

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xclu

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vice

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uity

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ense

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ense

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823.

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--

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xpen

ses

--

31.9

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--

0.02

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--

--

35.9

3

Reco

very

of E

xpen

ses

12.2

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29.5

99.

55-

0.66

67.2

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2.71

12.0

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2.02

2.65

1.20

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Man

ager

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(ii) B

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Am

ount

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943.

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iden

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ceiv

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Am

ount

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84

Loan

Giv

en o

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--

--

--

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--

--

-11

.61

1,32

2.20

Adva

nce

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ived

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tsta

ndin

g-

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--

--

--

--

--

--

-

Adva

nce

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en o

utst

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306.

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--

--

--

--

--

--

-

Sale

of a

sset

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--

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--

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--

-

Dep

osit

take

n-

--

--

--

--

--

--

--

-

97

Subs

idia

ries

Subs

idia

ries

2014

-15

Subs

idia

ries

2013

-14

Fello

w S

ubsi

diar

ies

TATA

Inte

rnat

iona

l W

est A

sia,

DM

CCAu

tom

otiv

e St

ampi

ngs

and

Ass

embl

ies

Lim

ited

Ewar

t Inv

estm

ents

Li

mite

dTa

ta A

IA L

ife

Insu

ranc

e Co

mpa

ny

Lim

ited

Tata

AIG

Gen

eral

In

sura

nce

Com

pany

Li

mite

d

Tata

Aut

ocom

p Sy

stem

s Li

mite

dTa

ta C

apita

l Fi

nanc

ial S

ervi

ces

Lim

ited

Tran

sact

ion

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

Purc

hase

s of

goo

ds-

-5,

631.

686,

976.

24-

--

--

--

--

--

-

Sale

of g

oods

--

2,66

3.24

4,64

2.23

1.70

1.89

--

--

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-2.

40-

-

Rece

ivin

g of

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vice

s-

-17

6.55

541.

83-

--

--

-13

.89

14.4

9-

--

-

Rend

erin

g of

Ser

vice

s (e

xclu

ding

ser

vice

tax)

--

6.74

177.

64-

--

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691.

550.

691.

55-

-2.

756.

19

Bran

d Eq

uity

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nce

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--

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nce

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--

--

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--

--

--

-

Inte

rest

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--

--

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--

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-

Inte

rest

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ivid

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me

--

2,09

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--

--

--

--

--

--

Clai

ms

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155.

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--

--

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--

Oth

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--

-

Purc

hase

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res

--

--

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--

--

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--

Com

mis

sion

Exp

ense

--

828.

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--

--

--

--

--

--

Reim

burs

emen

t of e

xpen

ses

--

45.2

513

9.68

--

--

--

--

--

--

Reco

very

of E

xpen

ses

0.50

-31

0.08

207.

94-

--

--

--

--

--

-

Man

ager

ial R

emun

erat

ion

--

--

--

--

--

--

--

--

Gua

rant

ee C

omm

issi

on

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me

--

939.

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--

--

--

--

--

--

Loan

Con

vert

ed in

to E

quity

--

1,18

4.95

--

--

--

--

--

--

-

(ii) B

alan

ces

with

rela

ted

part

ies

--

--

--

--

--

--

--

--

Am

ount

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eiva

ble

0.50

-3,

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76-

--

--

-0.

360.

73-

0.35

--

Div

iden

d Re

ceiv

able

--

1,99

7.42

--

--

--

--

--

--

-

Am

ount

Pay

able

--

5,70

5.30

5,48

4.54

--

--

--

--

--

--

Loan

Giv

en o

utst

andi

ng-

-11

.61

1,32

2.20

--

--

--

--

--

--

Adva

nce

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ived

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tsta

ndin

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--

--

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-

Adva

nce

Giv

en o

utst

andi

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--

306.

66-

--

--

-12

.21

17.7

4-

--

-

Sale

of a

sset

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--

12.5

2-

--

--

--

--

--

-

Dep

osit

take

n-

--

--

--

--

--

--

--

-



98

INTERNATIONAL

Fello

w S

ubsi

diar

ies

Fello

w

Subs

id-

iarie

s 20

14-1

5

Fello

w

Subs

id-

iarie

s 20

13-1

4

Tata

Co

mm

unic

atio

ns

Lim

ited

Tata

Con

sulta

ncy

Serv

ices

Lim

ited

Tata

Con

sulti

ng

Engi

neer

s Li

mite

dTa

ta Te

lese

rvic

es

Lim

ited

Tata

Toyo

Rad

iato

r Li

mite

dTa

ta In

dust

ries

Lim

ited

CMC

Lim

ited

Tran

sact

ion

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

Purc

hase

s of

goo

ds-

--

--

--

--

--

--

--

-

Sale

of g

oods

--

127.

4114

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--

--

-3.

23-

--

-12

9.11

151.

94

Rece

ivin

g of

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vice

s-

5.74

180.

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.95

--

-97

.30

--

--

18.2

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212.

1713

0.47

Rend

erin

g of

Ser

vice

s (e

xclu

ding

ser

vice

tax)

--

6.18

12.3

6-

4.63

--

--

1.37

3.09

--

11.6

929

.36

Bran

d Eq

uity

Exp

ense

--

--

--

--

--

--

--

--

Rent

al In

com

e-

--

--

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-

Adva

nce

sett

led

durin

g th

e ye

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--

--

--

--

--

--

--

-

Adva

nce

Giv

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--

--

--

--

--

--

--

-

Inte

rest

/ Div

iden

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pens

e-

--

--

--

--

-17

.12

--

-42

.12

-

Inte

rest

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ivid

end

Inco

me

--

58.2

620

.81

--

--

--

--

--

58.2

620

.81

Clai

ms

--

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--

--

--

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--

--

Oth

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--

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--

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--

-

Purc

hase

of e

quity

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res

--

--

--

--

--

--

--

--

Com

mis

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Exp

ense

--

--

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--

--

--

--

Reim

burs

emen

t of e

xpen

ses

--

--

--

--

--

--

--

--

Reco

very

of E

xpen

ses

--

--

11.3

23.

66-

--

--

--

-11

.32

3.66

Man

ager

ial R

emun

erat

ion

--

--

--

--

--

--

--

--

Gua

rant

ee C

omm

issi

on

Inco

me

--

--

--

--

--

--

--

--

Loan

Con

vert

ed in

to E

quity

--

--

--

--

--

--

--

--

(ii) B

alan

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with

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ted

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--

--

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--

--

--

--

--

Am

ount

Rec

eiva

ble

--

37.3

877

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--

-1.

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--

--

-37

.75

79.3

8

Div

iden

d Re

ceiv

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--

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--

--

Am

ount

Pay

able

--

13.4

12.

61-

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0.13

--

--

--

13.4

12.

74

Loan

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--

--

--

--

--

--

--

-

Adva

nce

Rece

ived

ou

tsta

ndin

g-

--

--

--

--

--

--

--

-

Adva

nce

Giv

en o

utst

andi

ng-

--

--

--

--

--

--

-12

.21

17.7

4

Sale

of a

sset

s-

--

--

--

--

--

--

--

-

Dep

osit

take

n-

-12

.31

--

--

--

--

--

-12

.31

-

99

Join

t Ven

ture

sJo

int

Vent

ures

20

14-1

5

Join

t Ve

ntur

es

2013

-14

Hol

ding

Com

pany

Hol

ding

Co

mpa

ny

2014

-15

Hol

ding

Co

mpa

ny

2013

-14

Tata

Inte

rnat

iona

l D

LT P

rivat

e Li

mite

dTa

ta In

tern

atio

nal

Wol

verin

e Br

ands

Li

mite

d

Tata

Pre

cisi

on

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strie

s (In

dia)

Li

mite

d

Tata

Inte

rnat

iona

l G

ST A

utoL

eath

er

Lim

ited

(w.e

.f.

13.0

3.20

14)

Tata

Son

s Li

mite

d

Tran

sact

ion

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

Purc

hase

s of

goo

ds-

--

--

--

--

--

--

-

Sale

of g

oods

--

--

--

0.72

-0.

72-

0.19

-0.

19-

Rece

ivin

g of

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vice

s-

--

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08-

--

2.08

-9.

820.

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820.

07

Rend

erin

g of

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vice

s (e

xclu

ding

ser

vice

tax)

--

--

-0.

0661

.80

-61

.80

0.06

1.37

3.09

1.37

3.09

Bran

d Eq

uity

Exp

ense

--

--

--

--

--

40.0

010

9.78

40.0

010

9.78

Rent

al In

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--

-18

.86

18.8

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-18

.86

18.8

6-

--

-

Adva

nce

sett

led

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g th

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nce

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--

--

--

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Inte

rest

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pens

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--

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7.40

-16

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Inte

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ivid

end

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me

--

--

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--

118.

1611

8.16

118.

1611

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Clai

ms

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--

--

Oth

er In

com

e-

--

-7.

74-

--

7.74

--

--

-

Purc

hase

of e

quity

sha

res

--

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--

63.0

0-

63.0

095

0.00

--

--

Com

mis

sion

Exp

ense

--

--

--

--

--

--

--

Reim

burs

emen

t of e

xpen

ses

--

--

5.59

2.14

--

5.59

2.14

--

--

Reco

very

of E

xpen

ses

21.4

315

.79

2.82

10.9

8-

-17

.04

-41

.29

26.7

787

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60.7

187

.61

60.7

1

Man

ager

ial R

emun

erat

ion

--

--

--

--

--

--

--

Gua

rant

ee C

omm

issi

on In

com

e-

--

--

--

--

--

--

-

Loan

Con

vert

ed in

to E

quity

--

--

--

--

--

--

--

(ii) B

alan

ces

with

rela

ted

part

ies

--

--

--

--

--

--

--

Am

ount

Rec

eiva

ble

1.57

3.12

245.

2422

9.20

11.3

87.

455.

12-

263.

3123

9.78

131.

3751

.73

131.

3751

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Div

iden

d Re

ceiv

able

--

--

--

--

--

--

--

Am

ount

Pay

able

--

--

--

--

--

0.46

0.37

0.46

0.37

Loan

Giv

en o

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andi

ng-

--

--

--

--

--

--

-

Adva

nce

Rece

ived

out

stan

ding

--

--

--

--

--

--

--

Adva

nce

Giv

en o

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andi

ng-

--

--

--

--

--

--

-

Sale

of a

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s-

--

--

--

--

--

--

-

Dep

osit

take

n-

--

--

--

--

--

--

-



100

INTERNATIONAL

Ass

ocia

tes

Ass

ocia

tes

2014

-15

Ass

ocia

tes

2013

-14

Key

Man

agem

ent

Per

sonn

el

Tata

Cer

amic

s Li

mite

dKe

y M

anag

emen

t Per

sonn

el

Tran

sact

ion

2014

-15

2013

-14

2014

-15

2013

-14

Purc

hase

s of

goo

ds-

1.35

-1.

35-

-

Sale

of g

oods

--

--

--

Rece

ivin

g of

Ser

vice

s-

--

--

-

Rend

erin

g of

Ser

vice

s (e

xclu

ding

ser

vice

ta

x)-

--

--

-

Bran

d Eq

uity

Exp

ense

--

--

--

Rent

al In

com

e-

--

--

-

Adva

nce

sett

led

durin

g th

e ye

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--

--

-

Adva

nce

Giv

en-

--

--

-

Inte

rest

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iden

d Ex

pens

e-

--

--

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Inte

rest

/ D

ivid

end

Inco

me

--

--

--

Clai

ms

--

--

--

Oth

er In

com

e-

--

--

-

Purc

hase

of e

quity

sha

res

--

--

--

Com

mis

sion

Exp

ense

--

--

--

Reim

burs

emen

t of e

xpen

ses

--

--

--

Reco

very

of E

xpen

ses

-1.

35-

1.35

--

Man

ager

ial R

emun

erat

ion

--

--

236.

7662

2.12

Gua

rant

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101

47 During the year, the company had received Government of India grant aggregating to ` 241.56 lakhs from DIPP, Ministry of Commerce & Industries towards support to Artisan Programme. Against the said grant, the company had incurred ` 54.39 lakhs towards cost of plant and machinery and the balance of ` 187.17 lakhs was incurred towards various expenditue in the previous years as stated below.

Amount in ₹ lakhsSalaries and wages (Note 23) 73.99Staff welfare expenses (Note 23) 3.42Processing Charges (Note 25) 8.65Repairs and maintenance - Buildings (Note 25) 43.12Sales expenses (Note 25) 12.95Travelling and conveyance (Note 25) 6.47Legal and professional fees (Note 25) 8.27Miscellaneous expenses (Note 25) 30.30

187.17

48 Leases

Lease of assets under which all the risks and rewards of ownership are effectively retained by the lessor are classified as operating lease. Lease payments under operating leases are recognized as expense on straight line basis as per the lease agreements.

The Company has entered into cancellable leasing agreements for premises for period ranging between eleven months to five years which are renewable at mutual consent. Lease rentals aggregating to ₹ 1120.54 lakhs are charged as rent to the Statement of Profit and Loss (As at 31 March 2014: ₹ 983.91 lakhs).

(i) The Company has taken certain manufacturing and office premises on non-cancellable operating lease basis for a period up to 60 months. The aggregate future minimum lease payments falling due as at the year end are as under:

Amount in ₹ lakhs

Due 2014-15 2013-14

Not later than one year 301.65 244.33

Later than one year and not later than five years 630.80 1,014.36

later than five years - 119.75

Total 932.45 1,378.43

Debit to Statement of Profit and Loss 341.30 232.68

(ii) The Company has given certain plant and machinery on non-cancellable operating lease basis for a period up to 60 months. The

aggregate future minimum lease payments falling due as at the year end are as under:

Amount in ₹lakhs

Due 2014-15 2013-14

Not later than one year 7.80 7.80Later than one year and not later than five years 13.65 13.65later than five years - -Total 21.45 21.45

49 Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification /

disclosure. For and on behalf of the Board of Directors

G. K. Pillai N N Tata Chairman Managing Director

Place: Mumbai A M PonksheDate: 15th May, 2015. Chief Financial Officer &

Company Secretary



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Year Share Capital

Reserve and

Surplus

Borrowings Gross Block

Net Block Gross Revenue

Profit Before Tax

Profit After Tax

Dividend (Excluding

Tax on Distributed

Profits)

Earnings Per Share

`

Debt Equity

Ratio

Number of Employees

( ` Lakhs )

1966-68 10 (7) 20 3 2 873 (6) (6) 0 (600) 0 50

1972-73 25 86 524 7 5 1867 54 27 1 1080 4.7:1 100

1977-78 100 427 937 545 383 9859 127 124 20 1240 1.3:1 639

1982-83 400 468 5269 1131 621 11193 123 123 50 305 5.2:1 1161

1987-88 600 836 5704 1613 590 15795 251 193 90 322 2.8:1 1542

1992-93 1403 2990 7525 3544 1654 55769 352 349 161 175 0.5:1 1689

1993-94 1750 3755 10311 4047 1893 58997 318 315 229 157 1:1 1644

1994-95 1750 4495 15057 4226 1774 107874 1366 1091 350 623 1.3:1 1615

1995-96 2000 6707 15726 4630 1882 162836 2426 2301 464 1150 0.8:1 1615

1996-97 2000 8099 13228 5423 2324 170180 2383 2052 600 1026 0.4:1 1634

1997-98 2000 8708 13859 6449 2987 174505 1054 1049 400 524 0.4:1 1622

1998-99 2000 9426 13209 6888 3048 169417 1167 1162 400 581 0.2:1 1631

1999-2000 2000 9504 17064 8690 4252 168067 709 521 400 261 0.4:1 1526

2000-2001 2000 9645 16314 8598 4019 217176 788 582 400 291 0.3:1 1589

2001-2002 2000 8815 17652 9410 4315 194953 (750) (830) 0 (415) 0.3:1 1529

2002-2003 2000 9669 18063 9136 3928 234884 1134 993 200 496 0.2:1 1590

2003-2004 2000 11299 19450 9171 3798 324233 2937 2309 600 1154 0.2:1 1589

2004-2005 2000 14817 19320 10641 4752 443882 3832 2371 600 1186 0.1:1 1613

2005-2006 2000 16862 20124 11899 5419 338622 6367 4369 400 2185 0.05:1 1585

2006-2007 2000 24236 12704 11980 4844 79382 9941 7843 400 3921 0.48:1 1371

2007-2008 2000 29049 14422 14133 6885 76705 6739 5514 600 2757 0.46:1 1384

2008-2009 2000 30511 15864 16102 7679 96336 3044 1813 300 907 0.49:1 1376

2009-2010 2000 31581 19244 17001 7153 73483 2300 1362 250 681 0.57:1 1420

2010-2011 2000 23803 55360 22375 11371 88540 (7061) (7026) - (3513) 2.15:1 2371

2011-2012 4010 45656 61482 25036 12542 101895 4052 3837 206 1081 1.24:1 1434

2012-2013 4010 45043 53151 27001 13206 121539 (611) (613) - (153) 1.08:1 1994

2013-2014 4010 45799 64720 27320 12089 150750 1844 1817 401 453 1.3:1 2106

2014-2015 4010 45594 60559 26066 8180 164948 664 439 401 109 1.22:1 2955

FINANCIAL SUMMARY

103

Consolidated Financial Statements



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INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF TATA INTERNATIONAL LIMITED Report on the Consolidated Financial Statements

1. We have audited the accompanying consolidated financial statements of TATA INTERNATIONAL LIMITED (hereinafter referred to as “the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), its associates and jointly controlled entities, comprising of the Consolidated Balance Sheet as at 31st March, 2015, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

Management’s Responsibility for the Consolidated Financial Statements

2. The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group including its Associates and Jointly controlled entities in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group and board of directors of the company’s associates and jointly controlled entities are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

4. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

5. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Holding Company has an adequate

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internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

6. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in paragraph 12 of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our qualified audit opinion on the consolidated financial statements.

Basis for Qualified Opinion

7. We did not audit the financial information of five subsidiaries, and one jointly controlled entity, whose financial information reflect total assets of `6,506 lakhs as at 31st March, 2015, total revenues of `4,864 lakhs and net cash flows out flow amounting to `223 lakhs for the year ended on that date, as considered in the consolidated financial statements. The consolidated financial statements also include the Group’s share of net profit of `170.80 lakhs for the year ended 31st March, 2015, as considered in the consolidated financial statements, in respect of seven associates, whose financial information have not been audited by us. These financial information are unaudited and have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, jointly controlled entities and associates, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, jointly controlled entities and associates, is based solely on such unaudited financial statements / financial information.

8. In respect of certain subsidiaries of holding company, the component auditors have qualified the following :

i. as stated in Note 31 of Notes forming part of the consolidated financial statements, the subsidiary company is in the process of preparing its transfer pricing reports, with justification and documentation of the transfer pricing policies adopted, in order to comply with the tax legislation requirements. Consequently, we are unable to comment on the impact of the same on the consolidated financial statements. This had also caused us to qualify our audit opinion on the consolidated financial statements for the previous year ended 31st March, 2014.

ii as stated in Note 32 of Notes forming part of the consolidated financial statements regarding the status of amounts recoverable (included in Note 14 Other Non-Current Assets) aggregating to `2041.89 lakhs (Group share of `1020.94 lakhs) (previous year `1949.80 lakhs (Group share of `974.90 lakhs) which have been classified as “Good” and in respect of which management is of the view that additional provisioning is not required for reasons stated therein. In view of the uncertainties as regards recoverability of the outstanding dues, we are unable to form an opinion on the matter. This had also caused us to qualify our audit opinion on the consolidated financial statements for the previous year ended 31st March, 2014.

9. Consolidated Segment information has not been given in the Consolidated Financial Statements as required by Accounting Standard (AS) 17 “Segment Reporting” for reasons explained in Note 45 of Notes forming part of the consolidated financial statements. The said non-disclosure does not have any impact on the loss for the year and the reserves and surplus as at 31st March, 2015. This had also caused us to qualify our audit opinion on the consolidated financial statements for the previous year ended 31st March, 2014.

Qualified Opinion

10. In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid



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consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group, its associates and jointly controlled entities as at 31st March, 2015, and their consolidated loss and their consolidated cash flows for the year ended on that date.

Emphasis of Matter

11. In respect of a subsidiary, as stated in Note 33 of Notes forming part of the consolidated financial statements regarding claim of `704.89 lakhs (Group share of `359.49 lakhs) raised by Kantalan Portugal, S.A. for unilateral breach of the service contract that would last until 2015. The company believes that this claim is unfounded and will contest their arguments and has, therefore not recorded any provision for dealing with eventual unfavourable outcome of it, which, at this date, is uncertain.

Our opinion is not qualified in respect of this matter

Other Matters

12. We did not audit the financial statements of thirty five subsidiaries, and three jointly controlled entities, whose financial statements reflect total assets of `468,934 lakhs as at 31st March, 2015, total revenues of `1,103,489 lakhs and net cash inflow amounting to `19,825 lakhs for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, jointly controlled entities and associates, and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, jointly controlled entities and associates, is based solely on the reports of the other auditors.

13. Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the matters stated in paragraph 12 above with respect to our reliance on the work done and the reports of the other auditors and the financial statements / financial information certified by the Management.

Report on Other Legal and Regulatory Requirements

14. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditors’ reports of the Holding company, subsidiary companies, associate companies and jointly controlled companies incorporated in India, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

15. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

a) We have sought and, except for the effect of the matter described in the Basis for Qualified Opinion above, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

b) In our opinion, except for the effect of the matters described in the Basis for Qualified Opinion paragraph above, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

107

d) In our opinion, except for the effect of the matters described in the Basis for Qualified Opinion paragraph above, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) The matters described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Group.

f ) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2015 taken on record by the Board of Directors of the Holding Company and the reports of the other statutory auditors of its subsidiary companies, associate companies and jointly controlled companies incorporated in India, none of the directors of the Group’s companies, its associate companies and jointly controlled companies incorporated in India is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group, its associates and jointly controlled entities – Refer Note 35 to the consolidated financial statements.

ii. Provision has been made in the consolidated financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company, and its subsidiary companies, associate companies and jointly controlled companies incorporated in India.

Deloitte Haskins & Sells LLP Chartered Accountants (Firm’s Registration No. 117366W/W-100018)

Rupen K. Bhatt Partner (Membership No. 046930) Mumbai,

Date: 17th June, 2015



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ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

(Referred to in paragraph 14 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Our reporting on the Order includes three subsidiary companies and three jointly controlled companies incorporated in India, to which the Order is applicable, which have been audited by other auditors and our report in respect of these companies is based solely on the reports of the other auditors, to the extent considered applicable for reporting under the Order in the case of the consolidated financial statements.

In respect of one jointly controlled company and one associate company incorporated in India, which have been included in the consolidated financial statements, based on unaudited financial information of such companies provided to us by the Management, whilst in our opinion, and according to the information and explanations given to us, reporting under the Order is applicable in respect of these companies, since these companies are unaudited, the possible effects of the same on our reporting under the order in the case of these consolidated financial statements has not been considered.

(i) In respect of the fixed assets of the Holding Company, subsidiary companies and jointly controlled companies incorporated in India:

(a) The respective companies have maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets of Holding Company were physically verified as per the program of verification of fixed assets to cover all items in a phased manner over a period of three years, and in respect of the subsidiary companies and jointly controlled companies incorporated in India the fixed assets were physically verified during the year by the Management of the respective companies in accordance with a regular programme of verification which, in our opinion and the opinion of the other auditors, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us and the other auditors, no material discrepancies were noticed on such verification.

ii) In respect of the inventories of the Holding Company, subsidiary companies and jointly controlled companies incorporated in India:

(a) As explained to us and the other auditors, the inventories were physically verified during the year by the Management of the respective companies at reasonable intervals. In respect of stock lying with third parties, a substantial portion has been confirmed by third parties during the year.

(b) In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the other auditors, the procedures of physical verification of inventory followed by the Management of the respective companies were reasonable and adequate in relation to the size of the respective companies and the nature of their business.

(c) In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the other auditors, the respective companies have maintained proper records of their inventories and no material discrepancies were noticed on physical verification.

(iii) The Holding Company, subsidiary companies and jointly controlled companies incorporated in India have not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register

109

maintained under Section 189 of the Companies Act, 2013 by the respective companies.

(iv) In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the other auditors some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system in the Holding Company, subsidiary companies and jointly controlled companies incorporated in India commensurate with the size of the respective companies and the nature of their business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our and the other auditors audit, no major weakness in such internal control system has been observed.

(v) According to the information and explanations given to us and the other auditors, the Holding Company, subsidiary companies and jointly controlled companies incorporated in India have not accepted any deposit during the year. There are no unclaimed deposits in the Holding Company, subsidiary companies and jointly controlled companies incorporated in India, hence the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 are not applicable.

(vi) According to the information and explanations given to us and the other auditors, in our opinion and the opinion of the other auditors, the Holding Company has, prima facie, made and maintained the prescribed cost records pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013. We have not however, made a detailed examination of the cost records with a view to determine whether they are accurate or complete. The other auditors of the subsidiary companies and jointly controlled companies have stated that the Central Government has not prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013 and hence not applicable to these companies.

(vii) According to the information and explanations given to us, in respect of statutory dues of the Holding Company, subsidiary companies and jointly controlled companies incorporated in India:

(a) The respective companies have generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to the respective companies with the appropriate authorities.

(b) There were no undisputed amounts payable by the respective companies in respect of Provident Fund, Employees’ State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable.

(c) As at 31st March, 2015, the following are the particulars of dues on account of Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and Cess and other matters that have not been deposited on account of any disputes by the aforesaid companies:



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Name of the Statute Nature of Dues

Forum where Dispute is pending

Period Amount ` in

lakhs


FY 2009-10,FY 2010-11

220

Income Tax Act, 1961 Income Tax Income Tax Appellate Tribunal FY 2009-10 208.99

Sales – Tax Laws Sales-Tax Appellate Authority – up to Commissioner Level

1997-2005 539.02

Service Tax Laws Service Tax Appellate Authority – Tribunal Level

2004-2009 19.32

Excise Laws Excise Duty Commissioner of Central Excise 2009-2014 232.72

DEPB / Drawback claims DEPB / Drawback claims

High Court 2003-2006 310.79


Joint Secretary (Revisionary Authority)

2005-2009 1,219.09


Assistant Commissioner – Customs

2005-2011 1,675.23

Income tax Act Income tax Madras High Court FY 2002-03 14.77

Income tax Act Income tax Commissioner (appeals) FY 2000-01, 2002-03, 2004-05

16.69

Sales tax Act Sales tax S.T.A.T 2003-04, 2005-06

7.43

T. Nadu VAT Act Value added tax

Asst. Commissioner (CT) 2008-09 to 2012-13

0.70

Central sales tax Act Central sales tax

Asst. Commissioner (CT) 2008-09 to 2012-13

8.11

Tamil Nadu Value Added Tax Act 2006

Value Added Tax

Appellate Deputy Commissioner FY 2007-08, FY 2008-09 and FY 2009-10

5.31

Bihar Value Added Tax Act Value Added Tax

Assessing Officer FY 2013-14 3.50

Goa Value Added Tax Act Value Added Tax

Commercial Tax Officer - Goa FY 2009-10 1.14

Goa Value Added Tax Act Value Added Tax

Commercial Tax Officer – Margao FY 2010-11 6.26

111



Period Amount ` in

lakhs

Haryana Value Added Tax Act

Value Added Tax

Commercial Tax Officer FY 2011-12 188.14

Jammu & Kashmir Value Added Tax Act

Value Added Tax

Appeal at first level FY 2012-13 2.84

Karnataka Value Added Tax Act

Value Added Tax

Commercial Tax Officer - Check Post

FY 2014-15 10.76

Kerala Value Added Tax Act

Value Added Tax

Intelligence Inspector FY 2012-13 1.65


Value Added Tax

Intelligence Inspector Squad VI, Ernakulum, Commercial Taxes

FY 2010-11 2.22


Value Added Tax

Intelligence Inspector Squad VI, Ernakulum, Commercial Taxes

FY 2005-06 1.26


Value Added Tax

Rapid Action Force, Ernakulum FY 2005-06 10.92

Madhya Pradesh Value Added Tax Act

Value Added Tax

Assessing Officer FY 2010-11,2011-12,2013-14

24.51

Madhya Pradesh Value Added Tax Act

Value Added Tax

Appellate Authority FY 2011-12 3.92

Maharashtra Value Added Tax Act

Value Added Tax

Deputy Commissioner Appeals FY 2008-09 822.87

Maharashtra Value Added Tax Act

Value Added Tax

Joint Commissioner Appeals FY 2005-06,2007-08,2008-09,2009-10, 2010-11

1,525.44

Rajasthan Value Added Tax Act

Value Added Tax

Commercial Tax Officer FY 2011-12 22.5

Tamil Nadu Value Added Tax Act

Value Added Tax

Assistant Commissioner - Commercial tax

FY 2009-10,FY 2010-11

15.76

Uttar Pradesh Value Added Tax Act

Value Added Tax

Appeal at first level FY 2009-10 5.53


Value Added Tax

Commissioner (A) FY 2008-09 4.05


Value Added Tax

The Commercial Tax Tribunal Bench III

FY 2007-08 7.84



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(d) There are no amounts that are due to be transferred by the aforesaid companies to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder.

(viii) Without considering the possible effects of our audit qualification reported in para 8 (i) of the Basis of Qualified Opinion of our Audit Report which is not quantifiable, the Group, its associates and jointly controlled entities does not have consolidated accumulated losses at the end of the financial year and the Group, its associates and jointly controlled companies have incurred cash losses on a consolidated basis during the financial year covered by our audit and in the immediately preceding financial year.

(ix) In our opinion and the opinion of the other auditors and according to the information and explanations given to us and to other auditors, the Holding Company, subsidiary companies and jointly controlled companies incorporated in India have not defaulted in repayment of dues to financial institutions, banks and debenture holders, where applicable.

(x) According to the information and explanations given to us and the other auditors, the Holding Company, subsidiary companies and jointly controlled companies incorporated in India have not given guarantees for loans taken by others outside of the Group, its associates and jointly controlled entities from banks and financial institutions.



Period Amount ` in

lakhs


Value Added Tax

First Appeal FY 2007-08 10.3


Value Added Tax



Value Added Tax

Joint Commissioner Commercial Tax

FY 2011-12 8


Value Added Tax

The Commercial Tax Tribunal Bench III

FY 2007-08 11.98


Value Added Tax

Sales Tax Appellate Tribunal FY 2008-09 2.8

Finance Act, 1994 Service Tax Additional Commissioner, Service Tax

FY 2007-08 12.26

Finance Act, 1994 Service Tax Commissioner of Service Tax FY 2004-05 and 2005-06

3,378.49

Income Tax Act, 1961 Income Tax Income Tax Appellate Tribunal FY 2004-05 9.64

Value Added Tax Act Value Added Tax


Income Tax Act, 1961 Income Tax Commissioner (appeals) FY 2009-10 47.32

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(xi) In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the other auditors, the term loans have been applied by the Holding Company, subsidiary companies and jointly controlled companies incorporated in India during the year for the purposes for which they were obtained, other than temporary deployment pending application in the case of the Holding Company.

(xii) To the best of our knowledge and according to the information and explanations given to us and the other auditors, no fraud by the Holding Company, its subsidiary companies and jointly controlled companies incorporated in India and no material fraud on the Holding Company, its subsidiary companies, and jointly controlled companies incorporated in India has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

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

RUPEN K. BHATT

Partner

(Membership No. 046930)

Mumbai,

Date : 17th June, 2015



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CONSOLIDATED BALANCE SHEET AS AT 31st March, 2015

Particulars Note No. As at 31st March, 2015 As at 31st March, 2014 ` in lakhs ` in lakhs

A EQUITY AND LIABILITIES1 Shareholders’ funds

(a) Share capital 2 4,010.00 4,010.00 (b) Reserves and surplus 3 52,620.07 70,092.71

56,630.07 74,102.71

2 Unsecured Perpetual Securities 4 73,282.03 -

3 Minority Interest 5,348.41 4,392.51

4 Non-current liabilities(a) Long-term borrowings 5 50,150.14 1,13,134.65 (b) Deferred tax liability 42 538.59 754.62

(c) Other long-term liabilities 6 857.95 1,062.69 (d) Long-term provisions 7 2,240.76 1,120.67

53,787.44 1,16,072.63 5 Current liabilities

(a) Short-term borrowings 8 2,21,535.17 2,14,031.30 (b) Trade payables [includes share of Joint ventures `1392.79 lakhs (2014 : `2,534.01 lakhs)]

1,63,800.74 1,56,697.70

(c) Other current liabilities 9 48,935.80 21,374.70 (d) Short-term provisions 10 9,883.28 9,940.81

4,44,154.99 4,02,044.51

6,33,202.94 5,96,612.36 B ASSETS1 Non-current assets

(a) Fixed assets (i) Tangible assets 11 47,948.41 48,433.85 (ii) Intangible assets 11 1,766.61 2,351.49 (iii) Capital work-in-progress [includes share of Joint venture `1.05 lakhs (2014 : `16,421.10 lakhs)]

2,006.71 17,143.49

51,721.73 67,928.83

(b) Goodwill on Consolidation 33,042.15 32,424.47 (c) Non-current investments 12 35,365.57 43,536.26 (d) Deferred tax assets 42 2,753.25 2,469.54 (e) Long-term loans and advances 13 14,931.44 14,001.59 (f ) Other non current assets 14 3,491.38 2,750.61

89,583.79 95,182.47 2 Current assets

(a) Current investments 15 355.45 3,652.54 (b) Inventories 16 1,54,513.99 1,59,610.99 (c) Trade receivables 17 2,38,565.51 2,19,212.34 (d) Cash and cash equivalents 18 38,561.23 18,566.07 (e) Short-term loans and advances 19 28,423.59 30,510.75 (f ) Other current assets 20 31,477.65 1,948.37

4,91,897.42 4,33,501.06 6,33,202.94 5,96,612.36


In terms of our report attached. For Deloitte Haskins & Sells LLPChartered Accountants

For and on behalf of the Board of Directors

G. K. PILLAI (Chairman)

Rupen K. Bhatt N. N. TATA (Managing Director)Partner

A. M. PONKSHE (Chief Financial Officer and Company Secretary)

Place : Mumbai Place : MumbaiDate : 17th June, 2015 Date : 17th June, 2015

115

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st March, 2015

Particulars Note No. For the year ended 31st March, 2015

For the year ended 31st March, 2014

` in lakhs ` in lakhs A CONTINUING OPERATIONS1 Revenue from operations (gross) 13,60,589.57 10,54,839.91

Less: Excise duty 360.61 350.78 Revenue from operations (net) 21 13,60,228.96 10,54,489.13

2 Other income 22 7,121.16 8,340.12 3 Total revenue (1+2) 13,67,350.12 10,62,829.25 4 Expenses

(a) Cost of materials consumed [includes share of Joint ventures `6,117.77 lakhs (2014 : `2,340.44 lakhs)]

1,05,000.26 82,878.72

(b) Purchases of stock-in-trade [includes share of Joint ventures `198.70 lakhs (2014 : `1,565.83 lakhs)]

10,19,473.16 8,35,010.85

(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade

23 12,570.61 (45,432.89)

(d) Employee benefits expense 24 49,426.75 43,756.89 (e) Finance costs 25 18,070.38 15,900.61 (f ) Depreciation and amortisation expense 11 10,323.78 7,297.35 (g) Other expenses 26 1,69,655.22 1,29,756.84 Total expenses 13,84,520.16 10,69,168.37

5 (Loss) before exceptional and tax (3 - 4) (17,170.04) (6,339.12)6 Exceptional items 27 10,677.69 1,675.55 7 (Loss) before tax (5 + 6) (6,492.35) (4,663.57)8 Tax expense:

(a) Current tax expense for current year 5,617.26 7,004.20 (b) Current tax credit relating to prior years 959.62 34.85 (d) Deferred tax 42 (739.36) (2,286.90)Total Tax expense 5,837.52 4,752.15

9 (Loss) from continuing operations (7 - 8) (12,329.87) (9,415.72)B DISCONTINUED OPERATION 30

10 (Loss) from discontinuing operations (before tax) - (654.27)11 (Loss) on disposal of assets attributable to the discontinuing operations - (272.35)12 Less: Tax credit for discontinuing operations - 194.22 13 (Loss) from discontinuing operations (10+11-12) - (732.40)

C TOTAL OPERATIONS14 (Loss) for the year before minority interest and share of profit/

(loss) of associates (9 + 13) (12,329.87) (10,148.12)

15 Minority Interest (614.17) 519.86 16 Share of (Profit) / loss of associates for the year 170.80 (37.20)17 (Loss) for the year (14 +15+16) (12,773.24) (9,665.46)18 Earnings per share (Face value of `1000/- per share) ` : 41

(a) Basic (i) Continuing operations (3,185.35) (2,348.06) (ii) Total operations (3,185.35) (2,410.34)(b) Diluted (i) Continuing operations (3,185.35) (2,348.06) (ii) Total operations (3,185.35) (2,410.34)See accompanying notes forming part of the consolidated financial statements



G. K. PILLAI (Chairman)Rupen K. BhattPartner N. N. TATA (Managing Director)


Place : Mumbai Place : MumbaiDate : 17th June, 2015 Date : 17th, June 2015



116

INTERNATIONAL

Consolidated Cash Flow Statement for the year ended 31 March, 2015

ParticularsFor the year ended 31st March, 2015


` In lakhs ` In lakhs ` In lakhs ` In lakhs A. Cash flow from operating activities

Net (Loss)/ Profit before tax (6,492.35) (5,590.19)Adjustments for:Net unrealised exchange (gain) / loss (457.56) 3,660.02Depreciation and amortisation expense 10,323.78 7,532.08(Profit)/loss on sale of fixed assets including assets written off

(171.36) 538.49

(Profit) on sale of fixed assets (Exceptional item) (6,324.94) (2,363.97)Impairment of Fixed Assets - 688.42Change in Accounting policy for Depreciation on Fixed Assets (gain)

(1,726.61) -

Inventories written off 704.95 - Provision for diminution in the value of Investments 5,722.96 - Finance costs 18,070.38 15,900.61Interest income (2,297.00) (1,898.21)Dividend income (397.53) (355.15)(Gain) on sale of investments (9,054.05) -

14,393.02 23,702.29Operating profit before working capital changes 7,900.67 18,112.10Changes in working capital:Adjustments for (increase) / decrease in operating assets:Inventories 4,813.28 (45,773.75)Trade receivables (18,210.42) (1,06,763.78)Short term loan and advances 3,008.48 (5,012.90)Long term loan and advances (185.57) (252.85)Other non-current assets (92.19) 188.56Other current assets 1,048.86 (9,617.56) (190.05) (1,57,804.77)Adjustments for (increase) / decrease in operating liabilities:Trade payables (9,855.25) 41,348.60Other current liabilities 5,047.73 1,601.51Other long term liabilities (197.70) (398.24)Short term provisions 217.63 1,170.76Long term provisions 182.14 (4,605.45) (62.46) 43,660.17Cash generated from operations (6,322.34) (96,032.50)Net income tax (paid) (net) (8,545.25) (7,042.54)Net cash flow from / (used in) operating activities (A) (14,867.59) (1,03,075.04)

B. Cash flow from investing activitiesPurchase of fixed assets (11,547.07) (11,276.91)Advance received for proposed sale of land/other fixed assets

- 145.00

Proceeds from sale of fixed assets 8,115.14 4,318.95Current investments- Purchased (43,648.16) (33,628.65)- Proceeds from sale 47,530.75 31,335.25 - Advance towards purchase of mutual funds (210.00) (356.00)Purchase of long-term investments- Subsidiaries (2,501.20) - - Associate (290.99) (1,416.03)- Joint venture (2,331.30) -

- Others (2.50) (14.15)Proceeds from sale of long-term investments - Associate 6,076.51 50.00Interest received - Others 2,098.27 1,762.03Dividend from Associates 78.00 1,328.00Dividend from Mutual funds 118.12 117.41Dividend from Non current investment 279.41 237.74

117

ParticularsFor the year ended 31st March, 2015


` In lakhs ` In lakhs ` In lakhs ` In lakhs Bank Balance not considered as cash and cash equivalents (net)

(564.58) 45.52

Net cash flow from / (used in) investing activities (B) 3,200.40 (7,351.84)

C. Cash flow from financing activitiesProceeds from perpetual securities 73,282.03 - Proceeds from long-term borrowings 2,422.58 24,168.23Repayment of long-term borrowings (30,390.94) (25,355.48)Proceeds from short-term borrowings (net) 6,414.39 1,04,817.45Finance cost (18,684.22) (15,764.29)Dividends paid to minority shareholder (42.90) (450.96)Dividends paid (401.00) - Tax on dividend (36.15) (312.17)Net cash flow from / (used in) financing activities (C) 32,563.79 87,102.78Net increase / (decrease) in Cash and cash equivalents (A+B+C)

20,896.61 (23,324.10)

Cash and cash equivalents at the beginning of the year 17,908.53 41,232.63Add: cash and cash equivalents on acquisition of a subsidiary

22.22 -

Less: cash and cash equivalents on sale of subsidiary (1,488.24) - Cash and cash equivalents at the end of the year 37,339.12 17,908.53

Reconciliation of Cash and cash equivalents with the Balance Sheet:Cash and cash equivalents as per Balance Sheet (Refer Note 18)

37,356.44 17,925.86

Less: Unrealised exchange gain 17.33 17.33Net Cash and cash equivalents (as defined in AS 3 Cash Flow Statements)

37,339.11 17,908.53

Cash and cash equivalents at the end of the year 37,339.11 17,908.53

NOTES:1 The above Cash Flow Statement has been prepared using the Indirect Method as per Accounting Standard ( AS ) 3 - ‘Cash Flow

Statements’ specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

2 Previous year’s figures have been regrouped/restated wherever necessary.



G. K. PILLAI (Chairman)Rupen K. BhattPartner N. N. TATA (Managing Director)


Place : Mumbai Place : Mumbai

Date : 17th June, 2015 Date : 17th June, 2015

Consolidated Cash Flow Statement for the year ended 31 March, 2015



118

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NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS:

1. The Consolidated Financial Statements relate to Tata International Limited (the “Company”), its subsidiaries and jointly controlled entities (the Company, its subsidiaries and jointly controlled entities constitute “the Group”). The Consolidated Financial Statements have been prepared in accordance with Accounting Standard 21 (AS 21) “Consolidated Financial Statements”, Accounting Standard 23 (AS 23) “Accounting for Investment in Associates in Consolidated Financial Statements” and Accounting Standard 27 (AS 27) “Financial Reporting of Interest in Joint Ventures” notified by Companies (Accounts) Rules, 2014. The Consolidated Financial Statements have been prepared on the following basis –

(a) Investments in Subsidiaries :

i) The Financial Statements of the Company and its subsidiary companies have been combined on a line by line basis by adding together the book values of like items of assets, liabilities, income and expenses. Intra group balances, intra group transactions and unrealised profits or losses have been fully eliminated.

ii) The difference between the cost of investment in the subsidiaries over the Company’s portion of equity of the subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve.

iii) Minority Interest in the net assets of consolidated subsidiaries consists of

a) the amount of equity attributable to minorities at the date on which investment in a subsidiary is made; and

b) the minorities’ share of movement in equity since the date the parent subsidiary relationship came into existence.

The subsidiaries considered in the presentation of these consolidated financial statements are:

Sr. No.

Name of the Subsidiary Company

Country of Incorporation

Proportion of Ownership Interest

Proportion of Voting power where different

As at31-03-2015

As at31-03-2014

As at31-03-2015

As at31-03-2014

Foreign Subsidiaries 1 Tata Africa Holdings (SA)

(Proprietary) Limited (TAHPL) (11.8% (31st March 2014 – 0.5%) shares held by TISPL)

South Africa 100% 100% - -

2 Tata South-East Asia Limited (TSEA)

Hong Kong 100% 100% - -

3 Tata South East Asia (Cambodia) Limited (A 100% subsidiary of TSEA)

Cambodia 100% 100% - -

4 Tata West Asia FZE (TWA) UAE 100% 100% - -5 Tata Africa Holdings

(Ghana) Limited (TAHGL) (a 100% subsidiary of TAHPL)

Ghana 100% 100% - -

6 Alliance Motors Ghana Limited (a 60% subsidiary of TAHGL)

Ghana 60% 60% - -

119

Sr. No.





As at31-03-2015

As at31-03-2014

As at31-03-2015

As at31-03-2014

7 Tata Africa Holdings (Kenya) Limited (TAHKL) (a 100% subsidiary of TAHPL)

Kenya 100% 100% - -

8 Tata Africa Holdings (Tanzania) Limited (TAHTL) (a 100% subsidiary of TAHPL)

Tanzania 100% 100% - -

9 Tata Africa Services (Nigeria) Limited (TASNL) (a 100% subsidiary of TAHPL)

Nigeria 100% 100% - -

10 TAH Pharmaceuticals Ltd (a 100% subsidiary of TASNL)

Nigeria 100% 100% - -

11 Tata Africa Steel Processors (Proprietary) Limited (TASPL) (a 100% subsidiary of TAHPL)


12 Tata Automobile Corporation (SA) (Proprietary) Limited (TACPL) (a 100% subsidiary of TAHPL)


13 Tata Holdings Mocambique, Limitada (THML)(a 100% subsidiary of TAHPL)

Mocambique 100% 100% - -

14 Tata Uganda Limited (TUL) (a 100% subsidiary of TAHPL)

Uganda 100% 100% - -

15 Tata Zambia Limited (TZL) (a 100% subsidiary of TAHPL)

Zambia 100% 100% - -

16 Tata Zimbabwe (Private) Limited (TZPL) (a 100% subsidiary of TAHPL)

Zimbabwe 100% 100% - -

17 Tata Africa (Senegal) SARL (a 100% subsidiary of TAHPL)

Senegal 100% 100% - -

18 BlackWood Hodge Zimbabwe (Private) Limited (BHZPL) (a 100% subsidiary of TAHPL)

Zimbabwe 100% 100% - -



120

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Sr. No.





As at31-03-2015

As at31-03-2014

As at31-03-2015

As at31-03-2014

19 TAHL (Mauritius) Power Projects Limited (a 100% subsidiary of TAHPL)

Mauritius 100% 100% - -

20 TAHL (Mauritius) Mining Projects Limited (a 100% subsidiary of TAHPL) (TAHLM)

Mauritius 100% 100% - -

21 Tata Africa (Cote D’Ivorie) SARL (a 100% subsidiary of TAHPL)

Ivory Coast 100% 100% - -

22 M’Pumalanga Mining Resources SA (A 100% subsidiary of TAHLM)

Madagascar 100% 100% - -

23 Tata De Mocambique, Limitada (TDML) (a 65% subsidiary of THML)


24 Cometal S.A.R.L (CSARL) (a 71% subsidiary of THML)


25 Pamodzi Hotels Plc (PHP) (a 90% subsidiary of TZL)

Zambia 90% 90% - -

26 TIL Leather (Mauritius) Limited (TLML)

Mauritius 100% 100% - -

27 Move On Componentes E Calcado S A (MOVE ON) (a 51% subsidiary of TLML)

Portugal 51% 51% - -

28 Tata International Trading BrasilLtda (99.49% shares held by TLML and 0.51% shares held by TSEA)

Brazil 100% 100% - -

29 Monroa Portugal, Comercio E Servicos, Unipessoal LDA (MONROA) (a 100% subsidiary of TLML)

Portugal 100% 100% - -

30 Move On Retail Spain S L (a 100% subsidiary of MONROA)

Spain 100% 100% - -

31 Tata International Singapore Pte Ltd (TISPL)

Singapore 100% 100% - -

121

Sr. No.





As at31-03-2015

As at31-03-2014

As at31-03-2015

As at31-03-2014

32 Tata International Metals (Americas) Limited (Formerly known as Tata Steel International (North America) Limited) (TIMACL) (a 100% subsidiary of TISPL)

United States of America

100% 100% - -

33 Tata International Metals (Asia) Limited (Formerly known as Tata Steel International (Hongkong) Limited) (TIMAL) (a 100% subsidiary of TISPL)

Hongkong 100% 100% - -

34 Tata International Metals ( UK) Limited (Formerly known as Tata Steel International (UK) Limited) (TIMUKL) (a 100% subsidiary of TISPL)

United Kingdom

100% 100% - -

35 Industrial Steels Limited (100% subsidiary of TSIUK)*

United Kingdom

100% 100% - -

36 Tata International West Asia DMCC (a 100% subsidiary of TISPL) (incorporated on 18th November, 2014)

United Arab Emirates

100% - - -

37 Unitech Motors S A (a 70% subsidiary of TISPL) (with effect from 23rd March, 2015)

Senegal 70% - - -

Indian Subsidiaries 1 Bachi Shoes Limited (BSL) India 75.99% 75.99% - -

2 Euro Shoes Components Limited (ESCPL) (69.66% held by the Company and 8% by BSL)

India 75.74% 75.74% 77.66% 77.66%

3 Calsea Footwear Private Limited (a 99.82% subsidiary of MOVE ON)

India 50.91% 50.91% - -

4 Drive India Enterprise Solutions Limited

India 50.00% 50.00% - -

* The directors intend to liquidate Industrial Steel Limited.



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Note:

(i) The Financial Statements of all subsidiaries, considered in the consolidated accounts, are drawn upto 31st March, 2015, except in case of the following subsidiaries where they are drawn upto 31st December, 2014

• TataDeMocambique,Limitada • CometalS.A.R.L., • TataAfrica(Senegal)SARL, • TataInternationalTradingBrasilLtda • MonroaPortugal,ComercioEServicos,UnipessoalLDA • MoveOnRetailSpainSL • TataHoldingMocambiqueLimitada • TataAfrica(CoteD’Ivorie)SARL

(ii) Consolidation of the following subsidiaries has been done on the basis of unaudited financial statements, as certified by the management of the subsidiaries.

• TataInternationalTradingBrasilLtda • MonroaPortugal,ComercioEServicos,UnipessoalLDA • MoveOnRetailSpainSL • TataInternationalWestAsiaDMCC • UnitechMotorsSA

(b) Interest in Joint Ventures The Group’s interest in jointly controlled entities of the Group are:

Name of the Entity Country of Incorporation

Percentage of Ownership Interest as at

31-3-2015

Percentage of Ownership Interest as at

31-3-2014

Tata International DLT Private Limited India 50% 50%

Tata Precision Industries (India) Limited India 50% 50%

Rite Brand Retail Private Limited India 38% 38%

Itezhi Tezhi Power Corporation Limited (sold during the year)

Zambia - 50%

Tata International Wolverine Brands Limited#

India 50% 50%

Tata International GST AutoLeather Limited (w.e.f 13th March 2014)

India 50% 50%

# Consolidated based on unaudited financial statements certified by its management for the year ended 31st March, 2015.Interests in Joint Ventures are accounted for using proportionate consolidation method.

123

(c) Investment in Associates The Group’s Associates are:

Name of the Entity Country of Incorporation

Percentage of Ownership Interest

as at31-3-2015

Percentage of Ownership Interest

as at31-3-2014

Accordian Investments (Proprietary) Limited

South Africa 40% 40%

Consilience Technologies (Proprietary) Limited


IHMS Hotels (South Africa) (Proprietary) Limited


TCS Africa (Proprietary) Limited (Sold during the year)

South Africa - 40%

Newshelf 919 (Proprietary) Limited


Tata Motors (SA) (Proprietary) Limited


Tata Ceramics Limited India 40.54% 40.54%A. O. Avron Russia 32% 32%

The financial statements of all associates, considered in the consolidated accounts, are drawn upto 31st March, 2015 except in case of Consilience Technologies (Proprietary) Limited where they are drawn upto 31st December, 2014 and have been consolidated based on unaudited financial statements certified by their managements.

These investments have been accounted for using the equity method whereby the investment is initially recorded at cost and adjusted thereafter for the post acquisition change in the Group’s share of net assets.

(d) The contribution of the subsidiaries acquired during the year is as under:

( ` in lakhs)Name of subsidiary Revenue Net Profit/(Loss) Net Assets

(Post Aquisition) (Post Aquisition)Unitech Motors S A - - 1,291.31Tata International West Asia DMCC - (0.50) 8.01

(e) (i) The breakup of investment in associates is as under:-

Accordian Investments

(Pty) Limited #

Consilience Technologies (Pty) Limited

#

IHMS Hotels

(SA) (Pty) Limited #

TCS Africa (Pty)

Limited

Newshelf 919 (Pty) Limited #

Tata Motors


Tata Ceramics Limited #

AO Avron #

i) Number of Equity Shares 18,000,000

18,000,000

2,500,000

2,500,000

500

500

-

5,600,000

200

200

79,34,800

79,34,800

39,564,952

39,564,952

-

-

ii) Percentage holding 40.00

40.00

50.00

50.00

50.00

50.00

-

40.00

50.00

50.00

40.00

40.00

40.54

40.54

32.00

32.00



124

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Accordian Investments

(Pty) Limited #

Consilience Technologies (Pty) Limited

#

IHMS Hotels


TCS Africa (Pty)

Limited

Newshelf 919 (Pty) Limited #

Tata Motors


Tata Ceramics Limited #

AO Avron #

iii) Cost of Investment (Equity Share)

930.35

1,019.54

129.22

141.60

4,880.77

5,029.79

-

317.19

1,860.70

2,039.08

410.12

449.44

811.14

811.14

168.12

168.12iv) Share in

accumulated profits net of dividends received upto 31st March, 2014 (1,019.54)

(1,066.43)

1,144.05

1,483.98

(5,029.79)

(3,348.40)

-

1,532.00

1,322.83

696.12

(7.91)

2.46

-

-

(168.12)

(168.12)v) Share of

Profit/(Losses) for the year

-

-

545.41

260.57

(310.82)

(1,933.67)

-

442.57

(105.56)

1204.19

42.21

(10.86)

-

-

-

-Less: Dividend Received During the year -

-

-

(551.03)

-

-

-

(268.33)

(78.28)

(509.11)

-

-

-

-

-

-Prior period adjustment -

---

--

--

--

(0.44)-

--

--

vi) Share of profit / (Losses) net of dividends received during the year -

-

545.41

(290.46)

(310.82)

(1,933.67)

-

174.24

(183.84)

695.08

41.77

(10.86)

-

-

-

-vii) Provision for

Diminution in value of investment $ -

-

129.22

141.60

-

-

-

-

-

-

-

-

811.14

811.14

-

-viii) Translation

Adjustment89.19

46.89

(134.89)

(49.47)

459.84

252.28

-

(76.83)

(103.99)

(68.37)

(1.82)

0.48

-

-

-

-ix) Carrying Cost

-*

-*

1,554.57

1,144.05

-*

-*

-

1,946.60

2,895.70

3,361.91

442.16

441.52

-*

-*

-*

-* # Share of profit accounted based on unaudited financial statements certified by their managements for the year ended 31st

March, 2015. $ Included in Note 12 under Provision for diminution in the value of Investments * Share of losses restricted to the original cost of investments as per the equity method of accounting for associates under AS- 23

‘Accounting for investments in associates in Consolidated Financial Statements.’

125

NOTE 2 SHARE CAPITAL

Particulars As at 31st March, 2015 As at 31st March, 2014

Number of shares

` in lakhs Number of shares

` in lakhs

(a) Authorised

Equity shares of `1,000 each with voting rights 5,00,000 5,000.00 5,00,000 5,000.00

Preference Shares of `1,000 each 2,00,000 2,000.00 2,00,000 2,000.00

7,000.00 7,000.00

(b) Issued , subscribed and fully paid up

Equity shares of `1,000 each with voting rights 4,01,000 4,010.00 4,01,000 4,010.00

Total 4,01,000 4,010.00 4,01,000 4,010.00

Refer Notes (i) to (iv) below

Notes: (i) Reconciliation of the number of shares issued and amount outstanding at the beginning and at the end of the reporting year :


Number of shares

` in lakhs Number of shares

` in lakhs


Opening Balance and Closing Balance 4,01,000 4,010.00 4,01,000 4,010.00

(ii) Details of shares held by the holding company, their subsidiaries and associates:


Number of shares Number of shares

Equity Shares with voting rights

Tata Sons Limited (TSL), the Holding Company 1,67,400 1,67,400

Tata Motors Limited (associate of TSL) 50,000 50,000

Tata Chemicals Limited (associate of TSL) 48,000 48,000

Ewart Investments Limited (subsidiary of TSL) 25,000 25,000

Tata Industries Limited (subsidiary of TSL) 17,122 17,122

Voltas Limited (associate of TSL) 10,000 10,000

Tata Steel Limited (associate of TSL) 28,616 9,480

Trent Limited (associate of TSL) - 3,000

(iii) The company has issued only one class of equity shares having a par value of `1000 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividend in Indian Rupees. The dividend proposed by Board of directors is subject to the approval of shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company, the holder of equity shares will be entitled to receive remaining assets of the company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the share holders.



126

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NOTE 2 SHARE CAPITAL (Contd.)

(iv) Details of shares held by each shareholder holding more than 5% shares:

Class of shares / Name of shareholder As at 31st March, 2015 As at 31st March, 2014

Number of shares

held

% holding in that class

of shares

Number of shares held

% holding in that class

of shares

Equity shares with voting rights ............................................................

Tata Sons Limited ........................................................................................................... 1,67,400 41.75% 1,67,400 41.75%

Tata Motors Limited ...................................................................................................... 50,000 12.47% 50,000 12.47%

Tata Chemicals Limited ................................................................................................ 48,000 11.97% 48,000 11.97%

Tata Steel Limited ............................................................................................................ 28,616 7.14% 9,480 2.36%

Ewart Investments Limited .......................................................................................... 25,000 6.23% 25,000 6.23%

AF-TAAB Investment Company Limited ................................................................. 20,500 5.11% 20,500 5.11%

NOTE 3 RESERVES AND SURPLUS



(a) Capital reserve

Opening balance ...................................................................................................... - 15.36

Add: Translation reserve adjustment ................................................................. - -

Less: Tranfer to P&L Reserves ................................................................................ - (15.36)

Closing balance ......................................................................................................... - -

(b) Capital reserve on consolidation

Opening balance ...................................................................................................... 292.51 248.94

Add: Translation reserve adjustment ................................................................ (51.48) 43.57

Closing balance ......................................................................................................... 241.03 292.51

(c) Securities premium account

Opening balance and Closing balance ............................................................. 18,090.00 18,090.00

(d) Debenture redemption reserve

Opening balance ...................................................................................................... 4,900.00 1,633.33

Add: Transferred from Statement of Profit and Loss .................................... 1,225.00 3,266.67

Closing balance ......................................................................................................... 6,125.00 4,900.00

(e) Legal reserve

Opening balance ...................................................................................................... 5.55 5.81

Add: Translation reserve adjustment ................................................................ - (0.26)

Closing balance ......................................................................................................... 5.55 5.55

127



(f) General reserve

Opening balance ..................................................................................................... 10,828.31 10,675.81

Add: Transferred from Statement of Profit and Loss .................................. 30.07 152.50

Closing balance ........................................................................................................ 10,858.38 10,828.31

(g) Contingency Reserve

Opening balance and Closing balance ........................................................... 1,020.33 1,020.33

(h) Foreign Projects Reserve

Opening balance and Closing balance ........................................................... 35.00 35.00

(i) Foreign Currency Fluctuation Reserve

Opening balance ..................................................................................................... (9,274.25) (6,041.79)

Add: Additions / transfers during the year .................................................... (1,921.93) (3,232.46)

Closing balance ........................................................................................................ (11,196.18) (9,274.25)

(j) Surplus in Statement of Profit and Loss

Opening balance ..................................................................................................... 44,195.26 56,622.93

Profit / (Loss) for the year ...................................................................................... (12,773.24) (9,665.46)

Less : Written Down Value as on 1st April, 2014 of assets whose life has expired as per Schedule II of Companies Act, 2013 (deferred tax ` 62.24 lakhs) (Refer note 29)

276.51 -

Add:

Minority interest (refer note below) ................................................................. - 1,216.95

Transfer from Capital Reserves ........................................................................... - 15.36

Less:

Proposed Dividend ................................................................................................. 401.00 401.00

Tax on Proposed dividend .................................................................................... 233.08 174.35

Transfer to General Reserve ................................................................................. 30.07 152.50

Transfer to Debenture redemption reserve ................................................... 1,225.00 3,266.67

Distribution on unsecured perpetual securities .......................................... 1,815.40

Closing balance ........................................................................................................ 27,440.96 44,195.26

Total ................................................................................................... 52,620.07 70,092.71 Note :

During the previous year, minority shareholders of Move on (subsidiary) converted their shareholder’s loan of `1,815 lakhs to equity share capital. Hence, minority shareholders share in the loss for the year 2012-13 of `1,216 lakhs absorbed by TIL in the year 2012-13, was transferred to minority shareholders account in the previous year .



128

INTERNATIONAL

NOTE 4 UNSECURED PERPETUAL SECURITIES



Unsecured Perpetual Securities 73,282.03 -

Total 73,282.03 - Note :

During the year, Tata International Singapore Pte Limited (TISPL), a wholly owned subsidiary of the Company issued S$ 150 million Guaranteed Senior Perpetual Capital Securities (the “Securities”).These Securities are perpetual in nature with no maturity or redemption and are callable only at the option of the Company. The distribution on the said Securities, which may be deferred at the option of the Company under certain circumstances, is set at 6.65% p.a., with a step up provision if the Securities are called after 5 years. As these securities are perpetual in nature and rank and will rank at all times pari passu without any preference among themselves and at least equally with all other present and future outstanding direct, unconditional, unsecured and unsubordinated obligations of TISPL, these are considered to be in the nature of equity instruments and are not classified as “Debt” and the distribution on such securities is not considered under “Interest”. These Securities are guaranteed by the Parent Company. Unless all arrears of distribution are fully paid to these Securities, TISPL and the Parent Company shall not declare or pay any dividends or distributions or make any other payment on, or will procure that no dividend, distribution or other payment is made on any securities of TISPL and the Parent Company ranking pari passu with, or junior to, the securities, or redeem, reduce, cancel, buy-back or acquire for any consideration any security of the TISPL and the parent company ranking pari passu with, or junior to, the Securities.

NOTE 5 LONG-TERM BORROWINGS

Particulars As at 31st Mar, 2015 As at 31st Mar, 2014

Long term Current maturities

Total Long term Current maturities

Total

(a) Secured : ` in lakhs ` in lakhs

Term Loans from Banks 12,307.10 1,429.47 13,736.57 46,292.76 4,410.22 50,702.98

Other loans and advances - 31.54 31.54 - 71.83 71.83

12,307.10 1,461.01 13,768.11 46,292.76 4,482.05 50,774.81

(b) Unsecured :

Debentures- Privately placed non-convertible [Refer Note (i) below]

- 24,500.00 24,500.00 24,500.00 - 24,500.00

200, 4.30% SGD Notes of face value of SGD 250,000 [Refer Note (ii) below]

22,749.35 - 22,749.35 23,755.16 - 23,755.16

Term Loans from Banks (Refer Note 34) 13,286.83 3,754.89 17,041.72 16,466.35 5,568.33 22,034.68

Other loans and advances 1,368.00 - 1,368.00 1,660.15 - 1,660.15

37,404.18 28,254.89 65,659.07 66,381.66 5,568.33 71,949.99

Group Share in Joint Venture (Secured) 438.86 307.00 745.86 460.23 238.71 698.94

Total 50,150.14 30,022.90 80,173.04 1,13,134.65 10,289.09 1,23,423.74 Note :

(i) During the year 2010-11 the Parent Company had purchased 1,193 Equity Shares of `100 each aggregating to 76% of the total issued and paid-up Equity Capital of Bachi Shoes (India) Limited (subsidiary) and 41,800 Equity Shares of `10 each aggregating to 69.67% of the total issued and paid-up Equity Capital of Euro Shoe Components Private Limited (subsidiary) for a consideration of `24,700 lakhs. The Parent Company issued and allotted 2,450 Unsecured Redeemable, Non-Convertible Zero Coupon Debentures (NCDs) of the face value of `10,00,000 (Rupees Ten Lakhs only) each, for a period of 5 (five) years on a private placement basis aggregating to `24,500 lakhs and paid `200 lakhs in cash as consideration for the above investment. Further, as per the Shareholder’s agreement dated 27th December, 2010, between the Parent Company and the remaining shareholders of Bachi Shoes (India) Limited (subsidiary), the Parent Company will pay `2,300 lakhs, within 15 days from the audited accounts being adopted by the Board, as additional consideration to the remaining shareholders of Bachi Shoes (India) Limited (subsidiary), if Bachi Shoes (India) Limited (subsidiary) achieves an average Earnings Before Interest and Tax of `4,700 lakhs per annum during the period 1st October, 2010 to 31st March, 2014. However, since Bachi Shoes (India) Limited has not achieved the Earnings as stated above, no additional consideration is payable.”

129

(ii) During the previous year, Tata International Singapore Pte Limited (TISPL), a wholly owned subsidiary of the Company issued Unsecured Notes on the Singapore Stock Exchange (the “Notes”) of `21,929.25 lakhs ( `22749.35 as on March 31, 2015 and `23755.16 lakhs as on 31st March, 2014) which will mature in April, 2018 and carry a fixed interest of 4.30 per cent per annum. These notes are denominated in Singapore Dollars (SGD) and have the value of SGD 50,000,000 (200 notes of SGD 250,000 each). The Notes constitute unsecured and unsubordinated obligations of TISPL and will rank at all times pari passu without any preference among themselves and at least equally with all other present and future outstanding unsecured and unsubordinated obligations of TISPL but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors’ rights. These notes are guaranteed by the Parent Company.

(iii) Terms of repayment


Start date Maturity Date Rate of Interest Repayment of Instalments


` in lakhs (a) Secured Term loans from Bank Term Loan from First Rand Bank

359.33 April, 2011 November, 2015 10.75% per annum ` 98.69 lakhs 15 quarterly instalments starting from February 2012

` 19.73 lakhs 16th Instalment - February, 2011 November, 2015 10.75% per annum ` 65.98 lakhs 15 quarterly

instalments starting from February 2012

` 10.26 lakhs 16th Instalment External Commercial Borrowing from ICICI Bahrain

3,417.46 September, 2011

September, 2018

3-months USD LIBOR + 475 bps

(Hedged through Interest Rate Swap

@ 5.72% p.a.)

US$ 195000 in 1st year

US$ 260000 in 2nd year

US$ 325000 in 3rd year



20 quarterly instalments; First

instalment due on January 17, 2014

Term Loan from State Bank of India

7,291.38 April, 2016 April, 2020 Prime lending rate - 25 bps p.a

- 48 monthly instalments; final

installment payable in April, 2020

Term Loan from Barclays bank Ghana Ltd

1,730.24 - - 6-months LIBOR + 575 bps p.a.

- 5 years bi-annual installments with

1 year moratorium period

Term Loan from Indian Overseas Bank

383.16 - - Bank Rate + 175 Bps p.a.

- Monthly installments,

Repayable within 5 years based on

installment as per loan

agreements.Term Loan from Indian Overseas Bank

120.00 - - Bank Rate + 100 Bps p.a.

` 30 Lakhs 4 Monthly installments


435.00 - - Bank Rate + 100 Bps p.a.

` 7.50 Lakhs 58 Monthly installments

Subtotal 13,736.57 Other loans and advancesFinance Lease 31.54



130

INTERNATIONAL

(iii) Terms of repayment (Cont.)


Start date Maturity Date Rate of Interest Repayment of Instalments


` in lakhs

(b) Unsecured :

Term Loans from Banks

Term Loan from ICICI Bank Limited

16,488.37 March, 2013 March, 2019 3 months Libor + 5.45% p a

US$ 1,040,000 in 1st year

US$ 1,280,000 in 2nd year

US$ 1,600,000 in 3rd and 4th years US$ 2,480,000 in

5th year

20 quarterly instalments; First instalment due

on June 15, 2014

Term Loan from HSBC 553.35 - - 3-months Euro LIBOR + 100 bps

p.a.

- Payable within 1 year

Subtotal 17,041.72

Loan from FCR 1,368.00 - - Interest @ 3% p.a. if the

subsidiary Moveon makes

PBT of Euro 1 million

- Repayable after 15 year i.e, 2027

Share in Joint Venture

Term Loan from Financial Institution and others

187.50 April, 2012 January, 2016 - - 16 quarterly installments


250.00 April, 2015 March, 2020 - - 60 Monthly installments


25.00 June, 2013 December, 2015

- ` 25 Lakhs Six half yearly installments.


96.36 March, 2015 February, 2018 - ` 5.41 Lakhs 35 monthly installments

Term Loan from Tata Capital Financial Services Limited

12.00 June, 2013 March, 2016 - ` 4 Lakhs in 1st year

` 22 Lakhs in 2nd year

` 24 lakhs in 3rd year

12 quarterly installments

10% Secured Redeemable non-Convertible Debentures

175.00 - March, 2019 - - One

Subtotal 745.86

131

(iv) Details of security provided in respect of secured long term borrowings:



Secured Term Loans from Banks

Term Loan from First Rand Bank

359.33 1,018.00 Secured against First pari-passu charge on the immovable property of the parent company situated at Dewas and hypothecation of plant and machinery situated therein.

External Commercial Borrowings from ICICI Bank, Bahrain

3,417.46 3,789.29 Secured against exclusive charge by way of mortgage of immovable fixed assets and hypothecation of the Parent company’s movable fixed assets respectively acquired out of the bank finance.


7,291.38 8,779.36 Secured over the immovable property of Tata Africa Holdings (SA) Proprietary Limited (Subsidiary).

Term Loan from Barclays bank Ghana Ltd

1,730.24 - Secured against First charge on the South Industrial Area property, Accra, Ghana of Tata Africa Holdings (SA) Proprietary Limited (Subsidiary).

Term Loan from ICICI Bank Limited

- 11,980.82 Secured against pledge of shares in Itezhi Tezhi Power Corporation limited, Tata Zambia limited and Newshelf 919 (Proprietary) Limited.

Term Loan from Zenith Bank Plc

- 194.50 Secured against equitable mortgage over the Satellite Town property in Nigeria of Tata Africa Holdings (SA) Proprietary Limited (Subsidiary).

Finance Lease - 3.18 Secured against motor vehicles

Term Loan from Standard Chartered Bank

- 24,244.53 Secured against certain non-current investment of the Parent Company (Refer Note 36 (ii))


383.16 197.28 Secured against First charge on all Fixed asset acquired out of the Term loan by Euro Shoe Components Limited (Subsidiary).


555.00 480.00 Secured against equitable mortgage of Land and Buildings and hypothecation of fixed assets purchased with the term loan by Bachi Shoes Limited (Subsidiary).


- 16.03 Secured against hypothecation of Machinery of Bachi Shoes Limited (Subsidiary).

Subtotal 13,736.57 50,702.98

Other Loans and advances

Current maturities of finance lease obligation

31.54 71.83 Secured against motor vehicles of Move On Componentes E Calcado S A (Subsidiary)



132

INTERNATIONAL

(iv) Details of security provided in respect of secured long term borrowings (cont.):



Group Share in Joint Venture


437.50 375.00 Secured against first and exclusive charge on entire present and future fixed assets of Tata International DLT Limited (Joint Venture) situated at Waki, Pune.


121.36 122.65 Secured by first charge over plant and machinery and other fixed assets of the Tata Precision Industries (India) Limited (Joint Venture).

Term Loan from Tata Capital Financial Services Limited

12.00 23.00 Secured by Charge over plant and machinery acquired under the loan by the Tata Precision Industries (India) Limited (Joint Venture).

10% Secured Redeemable non-Convertible Debentures

175.00 175.00 Secured by Charge over specific plant and machinery of Tata Precision Industries (India) Limited (Joint Venture).

Rite Brand - 3.29

Subtotal 745.86 698.94

Note 6 Other Long-term liabilities



Other payables

Payables on purchase of fixed assets - 7.04

Trade / security deposits received 186.43 216.48

Income received in advance 671.52 839.17

Total 857.95 1,062.69

NOTE 7 LONG-TERM PROVISIONS



Provision for employee benefits:

Provision for compensated absences 530.86 467.80

Provision for Gratuity 388.02 353.51

Provision for Pension 373.95 289.53

Provision - Others:

Provision for contingent consideration 937.95 -

Group Share in Joint Venture 9.98 9.83

Total 2,240.76 1,120.67

133

NOTE 8 SHORT-TERM BORROWINGS



Secured

Loans from Banks

Term Loans 20,602.56 19,202.86

Export Packing Credit 16,527.68 24,486.83

Buyers Credit 47,890.46 48,555.58

Cash Credit Accounts 14,437.22 14,853.36


1,00,285.78 1,08,034.01

Unsecured

Loans from Banks

Term Loans 9,708.04 38,806.13

Export Packing Credit 18,969.64 17,421.56

Buyers Credit 75,633.67 24,865.91

Cash Credit Accounts 16,923.04 20,949.36

Working capital demand loan - 1,600.00

1,21,234.39 1,03,642.96

Loans repayable on demand

from Others - 2,246.15


2,21,535.17 2,14,031.30



Current maturiaties of long-term debt - Secured (Refer Note 5) 1,461.01 4,482.05

Current maturities of long-term debt - Unsecured (Refer Note 5) 28,254.89 5,568.33

Interest accrued but not due on borrowings 608.25 1,035.96

Interest accrued but not due on unsecured perpetual securities 1,815.40 -

Interest accrued and due on borrowings 161.84 -

Income received in Advance - 230.60

Overdrawn Balances 28.20 80.18

Other payables

Statutory remittances (Contributions to PF and ESIC, Withholding Taxes, VAT, Service Tax, etc.)

1,554.94 1,258.64

Advances from customers 8,538.85 5,430.84

NOTE 9 OTHER CURRENT LIABILITIES



134

INTERNATIONAL

NOTE 10 SHORT-TERM PROVISIONS



Provision for employee benefits :

Provision for compensated absences 750.51 484.95

Provision for Gratuity 200.68 441.64

Provision for Pension 302.02 272.80

Provision for other employee benefits 1,062.18 756.66

2,315.39 1,956.05

Provision - Others:

Provision for Income Tax 6,411.57 6,883.66

Provision for Wealth Tax 18.81 25.59

Provision for proposed equity dividend 401.00 401.00

Provision for tax on proposed dividend 224.53 27.60

Provisions for Warranty - 229.98


7,567.89 7,984.76

Total 9,883.28 9,940.81



Payable on purchase of fixed assets 535.05 544.22

Gratuity payable 15.76 38.13

Other Payables 3,962.58 1,983.85

Foreign exchange loss on forward contract 1,434.23 168.69


Total 48,935.80 21,374.70

NOTE 9 OTHER CURRENT LIABILITIES (Cont.)

135

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136

INTERNATIONAL

NOTE 12 INVESTMENTS (At Cost )

Particulars Number of Shares / Units

Face Value Per Unit

As at 31st March, 2015


` in lakhs ` in lakhs SHARES : TRADE Unquoted : (i) Equity Shares - (a) In Other Companies Dewas Tanneries Private Limited 804 ` 100 0.80 ** 0.80 ** Sepco Communications (Pty) Limited 78 ZAR 0.10 0.00 0.00 Tata Steel (KZN) (Pty) Limited 144,00,000 ZAR 1 1,267.17 ** 1,388.65 ** TATA International UK Limited 5,00,000 * * AO Avron 4,61,334 * * Zega Ltd 10,000 ZMW 0.10 - 0.21

1,267.97 1,389.66 (b) In Associate Company (Refer Note 1 (e) ) Tata Ceramics Limited 395,64,952 ` 2 811.14 ** 811.14 ** Consilience Technologies (Pty) Limited

(Provision for diminution `129.22 lacs (previous year `141.60 lacs)

25,00,000 ZAR 1 1,683.79 ** 1,285.65 **

IHMS Hotels (SA) (Pty) Limited 500 ZAR 1 - - Newshelf 919 (Pty) Limited 200 ZAR 1 2,895.70 3,361.91 Tata Motors (SA) (Pty) Limited 79,34,800 ZAR 1 442.16 441.52 TCS Africa (Pty) Limited 56,00,000 ZAR 1 - 1,946.60

5,832.79 7,846.82 7,100.76 9,236.48

OTHER INVESTMENTS Quoted : Titan Industries Limited 25,59,589 ` 10 57.72 57.72 Tata Consultancy Services Limited 83,232 ` 1 141.49 141.49 Indian Overseas Bank 15,600 ` 10 2.78 2.78

201.99 201.99 Unquoted : (i) Equity Shares (a) In Other Companies Tata Projects Limited (Transferred to

Current Investments) 90,000 ` 100 - 17.50

Oriental Floratech India Limited 5,60,000 ` 10 56.00 ** 56.00 ** Tata Industries Limited 33,84,486 ` 100 5,812.99 5,812.99 Tata Sons Limited 1,477 ` 1,000 11,901.69 11,901.69 Tata Services Limited 198 ` 1,000 1.98 1.98 Tata Capital Limited 7,90,592 ` 10 134.81 134.81 Tata Employees Consumers Co-operative

Society Limited 50 ` 100 0.05 0.05

Trent Retail Private Limited 995 ` 100 1.90 1.90 Pran Agro Services Limited 18 ` 10 * * Surat Diamond Industries Limited 1,000 ` 100 1.00 ** 1.00 ** Virendra Garments Manufacturers Limited 1,200 ` 100 * *

137

Particulars Number of Shares / Units

Face Value Per Unit



Veloce Enterprise ` 10 - TALCO Ambur Tannery Effluent Treatment

Co Ltd 11,120 ` 100 11.12 11.12

Lotus Clean Power Venture Pvt Ltd - lass “A” Equity Shares - with restricted covenants, under a Share holder’s agreement entered into for becoming eligible as a captive consumer of wind generated electricity

96,500 ` 10 9.65 7.15

(i) Preference Shares

(a) In Other Companies Pran Agro Services Limited ( 5% Non Cumulative Redeemable Preference Shares)

500 ` 100 0.50 0.50

Sepco Communications (Pty) Limited (Provision for diminution `5,357.76 lacs (previous year ` Nil)

160659,74,816 ZAR 1 8,303.86 ** 9,099.93

26,235.55 27,046.62 DEBENTURES / BONDS

Quoted: The Tata Power Company Limited ( 11.40% Perpetual Bond)

150 ` 10,00,000 1,558.00 1,558.00

Tata Steel Limited ( 11.80% Perpetual Bond) 500 ` 10,00,000 5,314.74 5,314.74 Tata Steel Limited ( 11.50% Perpetual Bond) 250 ` 10,00,000 2,577.62 2,577.62

9,450.36 9,450.36 35,887.90 36,698.97 42,988.66 45,935.45

Less: Provision for diminution in the value of Investments ** 7,623.09 2,399.19 35,365.57 43,536.26

Notes:

1. Aggregate Book Value of Quoted Investments: `9,652.35 Lakhs (31st March, 2014 - `9,652.35 Lakhs)

2. Aggregate Book Value of Unquoted Investments: `33,336.32 Lakhs (31st March, 2014 - `36,283.10 Lakhs)

3. Aggregate Market Value of Quoted Investments: `21,872.61 Lakhs (31st March, 2014 - `17,936.37 Lakhs)

4. Long term investments as per Accounting standard 13 - Accounting for Investment is `35,365.59 Lakhs (31st March, 2013 - `43,536.26 Lakhs)



138

INTERNATIONAL

NOTE 13 LONG-TERM LOANS AND ADVANCES (Unsecured and considered good, unless otherwise stated)

Particulars As at 31st March, 2015 As at 31st March, 2014 ` in lakhs ` in lakhs

Capital advances 152.62 65.45 Security depositsConsidered good 2,536.12 1,913.84 Doubtful 35.88 31.73

2,572.00 1,945.57 Less: Provision for doubtful loans and advances 35.88 31.73

2,536.12 1,913.84 Advance income tax (Net) 8,911.26 8,265.53 MAT credit entitlement 1,105.71 1,105.71

Loans to AssociateConsidered good 465.66 1,070.60

Doubtful 520.57 - 986.23 1,070.60

Less: Provision for doubtful loans and advances 520.57 - 465.66 1,070.60

VAT credit receivable 450.37 543.36 Advance to SuppliersConsidered good 292.10 392.93 Doubtful 231.59 231.59

523.69 624.52 Less: Provision for other doubtful loans and advances 231.59 231.59

292.10 392.93 Other AdvancesConsidered good 949.72 558.12 Doubtful 300.23 254.59

1,249.95 812.71 Less: Provision for other doubtful loans and advances 300.23 254.59

949.72 558.12 Group Share in Joint Venture 67.88 86.05

Total 14,931.44 14,001.59

NOTE 14 OTHER NON CURRENT ASSETS (Unsecured)

Particulars As at 31st March, 2015 As at 31st March, 2014 ` in lakhs ` in lakhs

Prepaid Debt raising cost 1,427.83 780.47 Margin deposit 11.99 11.89 Interest accrued on investments 9.67 8.45 Other Amounts Recoverable (Refer note 32)- Considered Good 2,041.89 1,949.80 - Considered Doubtful 2,621.08 2,400.00

4,662.97 4,349.80 Less: Provision for Doubtful Claims and Other Amounts Recoverable

2,621.08 2,400.00

2,041.89 1,949.80 Total 3,491.38 2,750.61

139

NOTE 15 CURRENT INVESTMENTS



Other current investments (At lower of cost and fair value, unless otherwise stated)

Unquoted

(a) Equity - in other companies 17.50 -

Tata Projects Limited (90,000 shares of `100/- each fully paid up) (Transferred from Long Term Investment)

17.50 -

(b) Mutual Funds

Tata Liquid Fund Direct Plan Daily Dividend Mutual Fund - 29,398.33 units (31st March, 2014 - 327,723.18 units)

327.65 3,652.54

327.65 3,652.54

Group Share in JV 10.30

Total 355.45 3,652.54

Notes :

i) Aggregate amount of unquoted investments 355.45 3,652.54

ii) Current investments as per Accounting standard 13 -Accounting for Investment is 355.45 lakhs (March 31, 2014: `3,652.54 lakhs)

NOTE 16 INVENTORIES (At lower of cost and net realisable value, whichever is lower)



Raw materials 16,933.43 11,011.95

Stock in transit 48.66 67.40

16,982.09 11,079.35

Work-in-progress 4,680.04 4,294.49

Contract Work-in-progress 83.68 -

Finished goods (other than those acquired for trading) 4,760.53 4,147.58

Stock in transit 388.13 -

5,148.66 4,147.58

Stock-in-trade (acquired for trading) 1,08,883.00 77,895.20

Stock in transit 12,705.47 56,975.04

1,21,588.47 1,34,870.24

Stores and spares 4,771.43 3,717.68

Stock in transit 210.73 39.82

4,982.16 3,757.50

Group Share in Joint Venture 1,048.89 1,461.83

Total 1,54,513.99 1,59,610.99



140

INTERNATIONAL

NOTE 17 TRADE RECEIVABLES



Outstanding for a period exceeding six months from the date they are due for payment

Unsecured, considered good 13,576.22 19,196.36

Doubtful 8,469.75 4,597.40

22,045.97 23,793.76

Less: Provision for doubtful trade receivables 8,469.75 4,597.40

13,576.22 19,196.36

Other Trade receivables

Unsecured, considered good 2,23,634.19 1,98,409.12

Doubtful 90.02 23.84

2,23,724.21 1,98,432.96

Less: Provision for doubtful trade receivables 90.02 23.84

2,23,634.19 1,98,409.12

Group Share in Joint Venture 1,355.10 1,606.86

Total 2,38,565.51 2,19,212.34

NOTE 18 CASH AND BANK BALANCES



A. Cash and cash equivalents (as per AS 3 Cash Flow Statements)

(a) Cash on hand 117.99 245.56

(b) Cheques on hand 50.80 10.76

(c) Balances with banks

(i) In current accounts 36,650.92 15,159.91

(ii) In EEFC accounts 22.16 258.94

(iii) In deposit accounts - original maturity of 3 months or less

455.55 640.56

Group Share in Joint Venture 59.02 1,610.13

Total - Cash and cash equivalents (A) 37,356.44 17,925.86

B. Other bank balances

Balances held as margin money 883.97 462.23

- original maturity of more than 3 months but less than 12 months

- original maturity of more than 12 months 320.82 177.98

Total - Other bank balances (B) 1,204.79 640.21

Total 38,561.23 18,566.07

141

NOTE 19 SHORT-TERM LOANS AND ADVANCES (Unsecured and considered good, unless otherwise stated)



Security deposits 811.65 1,253.66

Loans and advances to employees 438.57 427.47

Prepaid expenses 3,363.00 3,792.56

Balances with government authorities

VAT credit and Excise duty recoverable 3,580.04 4,071.19

Export incentive receivable 5,841.62 7,374.27

Advance Income Tax 1,025.25 -

10,446.91 11,445.46

Advance towards purchase of Mutual Fund 210.00 568.00

Deposits with Port Trust, Customs etc. 886.72 829.39

Advance to Suppliers 8,548.51 7,806.85

Doubtful 341.65 519.95

8,890.16 8,326.80

Less: Provision for other doubtful loans and advances 341.65 519.95

8,548.51 7,806.85

Foreign exchange gain on forward contract 728.17 254.71

Other Advances 2,666.22 3,532.30


Total 28,423.59 30,510.75 NOTE 20 OTHER CURRENT ASSETS



Prepaid Debt raising cost 236.53 267.96

Interest accrued on investments 203.54 206.30

Interest accrued on deposits, loans and advances 100.97 75.40

Contractually Reimbursable Expenses 281.84 1,119.66

Insurance Claims - 238.88

Receivable from Sale of Investment in Joint Venture 30,586.76 -


Total 31,477.65 1,948.37



142

INTERNATIONAL

NOTE 21 REVENUE FROM OPERATIONS

Particulars For the year ended 31st March, 2015

For the year ended31st March, 2014


Sale of products 13,02,914.62 10,02,611.82

Sale of services 38,271.77 38,033.95

Other operating revenues (refer note (i) below) 11,450.89 9,518.19

13,52,637.28 10,50,163.96

Group Share in Joint Ventures 7,952.29 4,675.95

13,60,589.57 10,54,839.91

Less: Excise duty 360.61 350.78

Total 13,60,228.96 10,54,489.13

Note (i) Other operating revenues




Other operating revenues comprise:

Sale of scrap 1,129.35 536.14

Duty drawback and other export incentives 10,250.57 8,594.29

Service Charges 70.97 387.76

Total 11,450.89 9,518.19 NOTE 22 OTHER INCOME




Interest Income (refer note (i) below) 2,297.00 1,893.54

Dividend income:

from current investments 118.12 117.41

from long-term investments

others 279.41 237.74

Net gain on sale of:

fixed assets 173.57 84.82

Net gain on foreign currency transactions and translation - 519.73

Other non-operating income

Rental income 708.02 1,161.41

Cash discount received 339.54 304.44

Liabilities / Provisions no longer required written back 516.86 2,111.33

Grants received from DIPP, Ministry of Commerce & Industry, Government of India (Refer note 44)

187.17 -

Miscellaneous Income 2,379.76 1,768.05

6,999.45 8,198.47

Group share in Joint Ventures 121.71 141.65

Total 7,121.16 8,340.12

143

Note (i) Interest income




Interest income comprises:

Interest on banks deposits 685.36 256.68

Interest on loans and advances 48.66 375.97

Interest on income tax refund 174.70 199.81

Interest income from long term investments - Perpetual bonds 1,047.71 1,047.71

Other Interest 340.57 13.37

Total 2,297.00 1,893.54

NOTE 23 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE





Stock-in-trade 1,34,870.24 91,531.46

Finished goods 4,147.58 3,308.76


1,43,312.31 98,399.71

Add: Stock taken over on acquisition of subsidiaries

Stock-in-trade 411.21 -

Finished goods - -

Work-in-progress - -

411.21 -


Stock-in-trade 1,21,588.48 1,34,870.24

Finished goods 5,148.66 4,147.58


1,31,500.86 1,43,312.31

12,222.66 (44,912.60)

Group share in Joint Venture 347.95 (372.70)

Total 12,570.61 (45,285.30)

Less: Changes in inventories of stock-in-trade due to discontinuing operations (Refer note 30)

147.59

Net Changes in inventories of finished goods, work-in-progress and stock-in-trade

12,570.61 (45,432.89)



144

INTERNATIONAL

NOTE 24 EMPLOYEE BENEFITS EXPENSE




Salaries and wages 43,104.24 37,557.92

Contributions to provident and other funds 3,093.37 2,592.40

Staff welfare expenses 2,654.92 2,772.18

48,852.53 42,922.50

Group Share in Joint Ventures 574.22 834.39

Total 49,426.75 43,756.89

NOTE 25 FINANCE COSTS




Interest expense on:

Borrowings 12,655.80 12,409.74

SGD Notes 1,065.85 1,012.84

Others

- Interest on Bill Discounting 486.81 349.99

- Finance Charges on Finance Lease - 24.33

- Others 96.52 234.69

Other borrowing costs 3,582.38 1,679.56

17,887.36 15,711.15


Total 18,070.38 15,900.61 NOTE 26 OTHER EXPENSES



` in lakhs ` in lakhs Consumption of stores and spare parts 13,139.27 11,028.33 Processing Charges 10,195.00 6,962.21 Duty, Clearing, Forwarding and Other Charges 57,452.18 37,992.17 Power and fuel 3,092.78 3,265.42 Service Charges 606.30 459.00 Rent including lease rentals 4,800.42 5,939.63 Repairs and maintenance - Buildings 493.33 580.02 Repairs and maintenance - Machinery 628.79 598.84 Repairs and maintenance - Others 1,188.70 1,301.67 Insurance 2,351.18 1,134.16 Rates and taxes 754.33 850.14 Travelling and conveyance 3,864.22 4,239.10 Selling expenses 5,984.91 4,973.86

145



` in lakhs ` in lakhs Warehousing Charges 27,416.85 22,025.87 Legal and professional fees 5,477.85 4,540.11 Payments to auditors (Refer Note (i) below) 137.14 123.70 Provision for doubtful debts and advances (net) 3,916.50 209.88 Net loss on foreign currency transactions and translation (Net of recovery of `2,119.20 lakhs (31st March, 2014: `1,119.08 lakhs)

11,663.16 8,735.89

Loss on fixed assets sold / scrapped / written off 2.21 350.96 Management Fees 19.95 346.63 Miscellaneous expenses 15,217.55 12,950.10

1,68,402.62 1,28,607.69 Group Share in Joint Ventures 1,252.60 1,149.15

Total 1,69,655.22 1,29,756.84

Note (i) Payments to auditors




Audit fees 66.63 34.83

In other capacities:

Taxation matters 15.73 12.36

Other services 53.56 75.27

Reimbursement of Expenses 1.22 1.24

Total 137.14 123.70 The remuneration disclosed above includes fees of `40.47 Lakhs (31st March, 2014 - `42.99 Lakhs) for attest and other professional services rendered by a firm of accountants in which some partners of the firm of statutory auditors are partners.

NOTE 27 EXCEPTIONAL ITEMS




Net gain on sale of:

long-term investments 4,924.14 -

investment in Associate 4,129.91 -

Profit on sale of Land and Building 6,324.94 2,363.97

Change in Accounting policy for Depreciation on Fixed Assets (For Drive India Enterprise Solutions LTd)

1,726.61 -

Inventories written off (704.95) -

Provision for diminution in the value of long term Investment (5,722.96) -

Impairment of Fixed Assets - (688.42)

Total 10,677.69 1,675.55



146

INTERNATIONAL

28. SIGNIFICANT ACCOUNTING POLICIES :

CORPORATE INFORMATION

Tata International Limited was incorporated on 30th November, 1962 as the international business gateway of the Tata Group of Companies. It has since evolved into an international entity with a global reach. Its main lines of businesses are manufacture and sale of Leather & Leather Products, trading in Metals, Minerals and other Commodities.

BASIS AND METHOD OF ACCOUNTING

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013/ Companies Act, 1956 (“the 1956 Act”), as applicable. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year except for change in the accounting policy for depreciation as more fully described in Note on depreciation.

USE OF ESTIMATES

The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.

CASH AND CASH EQUIVALENTS (FOR THE PURPOSE OF CASH FLOW STATEMENT)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

CASH FLOW STATEMENT

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

FIXED ASSETS

TANGIBLE ASSETS

All tangible fixed assets are carried at cost less accumulated depreciation / amortisation and impairment losses, if any. The cost of fixed assets comprises its purchase price net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for its intended use, other incidental expenses and interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset is ready for its intended use.

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INTANGIBLE ASSETS

Intangible assets are initially measured at cost and amortised so as to reflect the pattern in which the asset’s economic benefits are consumed.

DEPRECIATION AND AMORTISATION

Depreciation on tangible fixed assets has been provided on the written down value method as per the useful life prescribed in Schedule II to the Companies Act, 2013, except for the following entities of the Group which have provided depreciation on tangible fixed on the straight line method as per the useful life prescribed in Schedule II to the Companies Act, 2013:

• DriveIndiaEnterpriseSolutionsLimited

• TataPrecisionIndustries(India)Limited

• TataInternationalDLTPrivateLimited

Leasehold land is amortised over the period of lease on straight line method.

Software expenditure is amortised over four financial years on straight line method commencing from the year in which the expenditure is incurred.

Trademarks and design expenditure incurred is amortised over four years on straight line method commencing from the year in which the expenditure is incurred.

Tenancy Rights of Shops on lease is amortised over tenancy period on straight line method commencing from the year in which the expenditure is incurred.

Minning Licences are amortised over five years on straight line method commencing from the year in which the expenditure is incurred.

Goodwill is amortised over five years on straight line method commencing from the year in which the expenditure is incurred.

REVENUE RECOGNITION

Sales are recognised, net of returns and trade discounts, on transfer of significant risks and rewards of ownership to the buyer, which generally coincides with the delivery of goods to customers. Sales include excise duty but exclude sales tax and value added tax. Sales from services are recognised when services are rendered.

Dividend from investments is recognized when the right to receive the payment is established.

Interest income is recognized on the time basis determined by the amount outstanding and the rate applicable and where no significant uncertainty as to measurability or collectability exists.

INVESTMENTS

Long term investments are carried at cost less provision for diminution, other than temporary, in the value of such investments.

Current investments are valued at the lower of cost and fair value.

Cost of investments includes acquisition charges such as brokerage, fees and duties.

INVENTORIES

Inventories are valued at cost or estimated net realisable value, whichever is lower.



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Cost is arrived at on a weighted average method and includes cost of purchase, cost of conversion and other cost incurred in bringing inventory to their present location and condition.

EMPLOYEE BENEFITS

Employee benefits include provident fund, superannuation fund, family pension fund, employee state insurance scheme, gratuity fund, compensated absences and pension to directors who are eligible for the same as per group policy.

Defined Contribution Plan

The Company’s contribution to provident fund, superannuation fund, family pension fund and employee state insurance scheme are considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made as and when services are rendered by the employees.

Defined Benefit Plan

Company’s liability towards gratuity and pension to retired directors who are eligible for the same as per group policy are determined by independent actuaries, using the projected unit credit method. Past services are recognised on a straight line basis over the average period until the benefits become vested. Actuarial gains and losses are recognised immediately in the Statement of Profit and Loss as income or expense. Obligation is measured at the present value of estimated future cash flows using a discounted rate that is determined by reference to the market yields at the Balance Sheet date on Government Bonds where the currency and terms of the Government Bonds are consistent with the currency and estimated terms of the defined benefit obligation.

‘The Company makes monthly contributions to Provident Fund managed by Tata International Limited Provident Fund Trust for qualifying employees. The Company meets the shortall, if any, with respect to the interest rate guaranteed for exempt provident funds.

Short-term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the year when the employees render the service. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related service.

The cost of short-term compensated absences is accounted as under:

(a) in case of accumulated compensated absences, when employees render the services that increase their entitlement of future compensated absences; and

(b) in case of non-accumulating compensated absences, when the absences occur.

Long-term employee benefits

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related service are recognised as a liability at the present value of the defined benefit obligation as at the Balance Sheet date less the fair value of the plan assets out of which the obligations are expected to be settled.

BORROWING COSTS

Borrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.

Borrowing costs that are attributable to the acquisition of qualifying assets are capitalised as part of

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the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to revenue. Fees towards structuring, arrangement and other incidental costs incurred in connection with borrowings are amortised over the period of the loan.

LEASES

The Company’s significant leasing arrangements are in respect of operating leases for premises (residential, office, store, godowns, etc.) The leasing arrangements, which are non-cancellable, range between eleven months and five years generally, and are usually renewable by mutual consent on agreed terms. The aggregate lease rentals payable are charged as rent.

The Company as a lessor has leased certain plant and machinery. The leasing arrangements is non-cancellable for a period of five years and is renewable by mutual consent on agreed terms. The aggregate lease rentals receivable are accounted as rental income from operating leases.

GOVERNMENT GRANTS, SUBSIDIES AND EXPORT INCENTIVES

Government grants and subsidies are recognised when there is reasonable assurance that the Company will comply with the conditions attached to them and the grants / subsidy will be received. Government grants whose primary condition is that the Company should purchase, construct or otherwise acquire capital assets are presented by deducting them from the carrying value of the assets.

Export benefits are accounted for in the year of exports based on eligibility and when there is no uncertainty in receiving the same.

Other government grants and subsidies are recognised as income over the periods necessary to match them with the costs for which they are intended to compensate, on a systematic basis.

FOREIGN CURRENCY TRANSACTIONS

Foreign currency transactions are recorded at the exchange rates prevailing on the date of such transactions. Monetary items are translated at the rates of exchange prevailing at the date of the Balance Sheet. Gain/loss arising on account of differences in foreign exchange rates on settlement/ translation of monetary items are recognised in the Statement of Profit and Loss. Non-monetary foreign currency items are carried at cost.

The Company enters into derivative contracts in the nature of interest rate swaps, currency options, forward contracts with an intention to hedge its existing assets and liabilities, firm commitments and highly probable transactions in foreign currency. Derivative contracts which are closely linked to the existing assets and liabilities are accounted as per the policy stated for foreign currency transactions and translations.

The premium or discount arising at the inception of the forward exchange contract is amortised as expense or income over the life of the contract. Exchange differences on such contracts are recognised in the statement of profit and loss in the reporting period in which the exchange rates change. A profit or loss arising in cancellation or renewal of such a forward exchange contract is recognised as income or as expense in the period in which such cancellation or renewal is made.

TAXES ON INCOME

Current Tax is determined as the amount of tax payable in respect of taxable income for the year as determined in accordance with the provisions of Income Tax Act, 1961.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing



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evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company.

Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted as at the reporting date. Deferred tax liabilities are recongnised for all timing differences. Deferred tax assets are recognised for timing differences of items other than unabsorbed depreciation and carry forward losses only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realised. However if there are unabsorbed depreciation and carry forward of tax losses and items relating to capital losses, deferred tax assets are recognized only to the extent that there is virtual certainty supported by convincing evidence that sufficient future tax income will be available to realise the assets. Deferred tax assets and liabilities are set off if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforcable right for such set off. Deferred tax assets are reviewed at each balance sheet date for their realisibility.

CONTINGENCY RESERVE

Surplus arising out of transfer of assets and liabilities net of cost of the Company’s investment in its former subsidiary CAMEO, are presented as a ‘Contingency Reserve’ which reserve as approved by the shareholders at an EGM and also as sanctioned by Order of the hon’ble High Court of judicature at Bombay, vide its order dated 11th February, 2005 may be utilised to the extent considered necessary by the Board of Directors of the Company from time to time for providing for any contingent liability (including but not limited to tax liabilities), diminution in value of and / or loss on sale of investments and other assets of the Company. If part or whole of the Contingency Reserve is no longer required for these purposes, the same can be transferred to General Reserve and shall be deemed to be the General Reserve for all purposes under the provisions of the Companies Act, 1956 as per the said Order.

IMPAIRMENT

The carrying values of assets / cash generating units are reviewed at each Balance Sheet date for impairment. If any indication of impairment exists, the recoverable amount of such assets / cash generating units is estimated and impairment is recognised, if the carrying amount of these assets / cash generating units exceeds their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor.

PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

A provision is recognized when the Company has a present obligation as a result of past event and it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation and in respect of which a reliable estimate can be made. Provisions are determined based on best estimates of the expenditure required to settle the present obligation. Contingent Liabilities are not recognised but disclosed in the notes. A disclosure for a contingent liability is made, unless the possibility of an outflow of resources is remote.

Contingent Assets are neither recognised nor disclosed in the Financial Statements.

EARNING PER SHARE

Basic earnings per share is computed by dividing the profit / (loss) after tax by the weighted average number of equity shares outstanding during the year.

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Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares.

29. During the year, pursuant to the notification of Schedule II to the Companies Act, 2013 with effect from 1st April, 2014, the Parent Company has revised the estimated useful life of its assets to align the useful life with those specified in Schedule II. The details of previously applied depreciation rates / useful life are as follows:

Asset Previous depreciation rate / useful life

Revised useful life

Factory Buildings 10.00% / ~ 43 years 30 years

General Plant and Machinery 13.91% / ~ 30 years 15 years

Furniture and Fittings 18.10% / ~ 23 years 10 years

Office equipment 13.91% / ~ 30 years 5 years

Computers 40.00% / ~ 9 years 3 years

Electrical Installation 13.91% / ~ 30 years 10 years

Pursuant to the transition provisions prescribed in Schedule II to the Companies Act, 2013, the Parent Company has fully depreciated the carrying value of assets net of residual value, where the remaining useful life of the asset was determined to be nil as on 1st April, 2014, and has an adjustment of `276.51 lakhs (deferred tax of `62.24 lakhs) against the opening Surplus balance in the Statement of Profit and Loss under Reserves and Surplus.

In respect of the Group (companies incorporated in India) Parent Company, the depreciation expense in the Statement of Profit and Loss for the year is higher by `1,740.74 lakhs consequent to the change in the useful life of the assets. On account of these changes, depriciation and amortisation expenses for the year and net block of fixed assests as on 31 March, 2015 are not comparable with the previous year.

In respect of subsidiary Drive India Enterprise Solutions Limited (“the Subsidiary Company”), the Subsidiary Company has revised its policy of depreciation on fixed assets effective 1st April, 2014. Depreciation is now provided on a straight line basis as against the policy of providing on written down value basis. Further the remaining useful life has also been revised in line with Schedule II of the Companies Act, 2013. The Subsidiary company believes that the change in the method leads to a more appropriate presentation of the financial statements. The adjusted carrying amount as on 1st April, 2014 is depreciated over the remaining useful life. As a result of these changes, the depreciation charge for the year ended 31st March, 2015 is lower by `111.20 Lacs on account of change in policy and higher by `380.05 Lacs on account of change in useful life. The effect relating to the period prior to 1st April, 2014 on account of change in policy is a credit of `1,726.61 Lacs which has been shown as “Exceptional item” in the Statement of Profit and Loss. On account of these changes, depreciation and amortisation expenses for the year and net block of fixed assets as on 31st March, 2015 are not comparable with the previous year.

30. During the previous year, the Board of Directors of the Parent Company decided to exit from Retail



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business. As per the direction of the Board of Directors, the Parent Company had closed the Retail business. The Retail business was reported as part of primary segment of the Parent Company. The results of the discontinued business during the previous year were as follows:

Particulars ` In Lakhs

Sale of Products 238.48

Other Income 9.24

Total Revenue (A) 247.72

Purchases of Stock-in-Trade -

Changes in inventories of finished goods, work-in-progress and stock-in-trade 147.59

Employee benefits expense 152.21

Finance costs 4.71

Depreciation and amortization expenses 234.73

Other expenses 635.10

Total expenses (B) 1,174.34

(Loss) before tax from ordinary activities (A-B) (654.27)

Add: (Loss) on disposal of assets attributable to the discontinuing operations (272.35)

(926.62)

(Less): Tax credit for discontinuing operations (194.22)

(Loss) after tax of discontinuing operations (732.40)

Carrying amount of assets as at the balance sheet date relating to the discontinued business to be disposed off

107.59

Carrying amount of liabilities as at the balance sheet date relating to the discontinued business to be settled

98.69

Net cash flow attributable to the discontinued business

Cash flows (used in) operating activities (279.98)

Cash flows from/(used in) investing activities 4.60

Cash flows (used in) financing activities (4.71)

31. In respect of a subsidiary, the management is in the process of preparing their transfer pricing reports, with justification and documentation of the transfer pricing policies adopted, in order to comply with the tax legislation requirements. The Management believes that the impact of adjustments required to the financial statements, if any, on account of the pending submission of the relevant documents by the subsidiary and the acceptance/completion of the assessments by the Revenue Authorities, would not be significant

32. In respect of a subsidiary, Haier Telecom India Private Limited [“Haier] has been a vendor for handsets and other devices since 2006-07. Under the terms of arrangement with Haier, the procurements were made on High Seas Sales basis, against payment guarantee by way of Standby Letter of Credit [“SBLC] to be issued in favour of Haier’s bankers. In the 2011-12, SBLCs aggregating `4,847.57 lakhs, against which materials were yet to be supplied, were invoked by Haier’s bankers pursuant to a default by Haier in repaying its working capital borrowings.

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As at 31st March, 2015, the subsidiary has a recoverable of ̀ 4,441.89 lakhs (Group share of ̀ 2,220.94 lakhs) (Previous Year `4,349.80 lakhs (Group share: `2,174.90 lakhs)) from Haier [disclosed in Note 13 – Other Non-Current Assets under Other Amounts Recoverable]. The subsidiaries management has (i) obtained sign offs from the authorised representatives of Haier for amounts recoverable as on 31st March, 2015; (ii) obtained possession of original property documents (of a relative of Haier’s Managing Director) as partial security; and (iii) obtained a Corporate Guarantee of `10,200 lakhs from Olive Telecommunications Private Limited.

However, as a matter of prudence and abundant caution, the subsidiary management has made a provision of `2,400 lakhs (Group share of `1,200 lakhs) (Previous Year `2,400 lakhs (Group share : `1,200 lakhs)), against the recoverable of `4,441.89 lakhs (Previous year `4,349.80 lakhs), determined based on net exposure after considering the estimated value of property, whose original documents are in the subsidiary possession and through liquidation of inventories.

The subsidiary management is also in the process of exploring various legal options to recover the amount from Haier.

33. In respect of a subsidary, during the previous year Kantalan Portugal, S.A., a customer, raised a claim of `704.89 lakhs (Group Share `359.49 lakhs) (Previous year: Nil(Group share: Nil)) for unilateral breach of the service contract that would last until 2015. The management of the subsidiary is of the view that this claim is unfounded and will contest against this claim and, therefore, has not recorded any provision (beside an accrual recorded in previous year of `87.59 lakhs(Group share: `44.67 lakhs)) for dealing with eventual unfavourable outcome of it, which, at this date, is uncertain

34. In respect of Tata International Singapore Pte Limited Group (Subsidiary), as at 31st March, 2015 the Group was in breach of the financial covenants as stipulated in its facility agreement with a bank. No notice has been served by the lender declaring the loans taken as immediately due and payable. Accordingly, the loan amounting to `16,489 lakhs is considered as long-term borrowing (including current maturities of long term borrowings of `3,202 lakhs).

35. Contingent Liability:

(a) Claims against the Parent Company not acknowledged as debts comprise of :

(i) Sales tax / Entry Tax: Demand notices aggregating to `757.73 lakhs (31st March, 2014 - `435.29 lakhs) have been

issued by various State Sales Tax Authorities relating to issue of applicability and classification. (ii) Service tax: The Service Tax department, Mumbai has issued demand and recovery notices aggregating to

`0.55 lakhs (31st March, 2014 - `0.55 lakhs) including interest, towards service tax allegedly payable by the Company for the period 2005 to 2009. The Service Tax Authorities contend that the Company was rendering services as “Clearing & Forwarding Agents” during the said period and was, therefore chargeable to service tax in respect of those services.

The Service Tax department, Dewas has raised demands of `18.77 lakhs (31st March, 2014 - `18.77 lakhs) for import of services during the period 2004 to 2009. The matter is under appeal.

(iii) Taxation matters: Demand against the Company not acknowledged as debts and not provided for relating to

issues of transfer pricing, deductibility and taxability in respect of which the Company is in appeal :-



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Income Tax : `2,410.33 lakhs (31st March, 2014- `2,836.85 lakhs) Group share in Joint Ventures : `23.66 lakhs (Previous Year : `3.67 lakhs)

(iv) Duty Drawback claims DEPB / Drawback claims rejected by Commissioner of Customs (Appeals) disputed by the

Company relating to issue of inadmissibility aggregating to `3,205.11 lakhs (31st March, 2014 - `2,282.82 lakhs).

(v) Excise Duty The Excise Department at Dewas has raised a demand of `232.72 lakhs (31st March, 2014 -

Nil) alleging that the Company alleging that the activity of mixing of chemicals amounts to manufacturing and hence exigible to excise duty. The Company is contesting the claim before Commissioner of Central Excise.

(vi) Other Matters `186.13 lakhs (31st March, 2014 – `193.71 lakhs). Future cash outflows in respect of above matters are determinable only on receipt of

judgements / decisions pending at various forums / authorities.

(b) In the case of Parent Company; Bills discounted not matured `5,163.72 lakhs (31st March, 2014 - `4,460.52 lakhs).

(c) In respect of subsidiaries; (i) Guarantees given `3,602.19 lakhs (Previous Year : `177.07 lakhs); Guarantees given - Group

share in Joint Ventures : `25.00 (Previous Year : `66.26 lakhs); (ii) Unexpired letters of Credit `1,055.12 Lakhs (Previous Year : `2,257.96 lakhs); (iii) Bills discounted not matured ` NIL (Previous Year : `194.31 Lakhs) (iv) Claims against the subsidiaries not acknowledged as debt comprises of : Sales Tax `1,687.62 Lakhs (Previous Year : `967.37 Lakhs) Income Tax `75.63 Lakhs (Previous Year : `75.63 Lakhs) Service Tax `1,695.38 Lakhs (Previous Year : `1,695.38 Lakhs) Others `387.26 Lakhs (Previous Year : `679.19 lakhs)

(d) In respect of Tata Africa Holdings (SA) (Pty) Limited (TAHL) (Subsidiary), it entered into an agreement on 25th March, 2015 with The Tata Power Company Limited for the sale of its interest in Itezhi Tezhi Power Corporation Limited (ITPC), a joint venture set up to construct and operate a hydropower station in Zambia. The Power Purchase Agreement entered into between ITPC and ZESCO Limited, the Zambian power utility envisages an equity IRR of 18%, in relation to the off take of power generated by ITPC. TAHL could be called upon to pay The Tata Power Company Limited, a portion of the premium received under the sale as would bear the same proportion to the reduced equity IRR achieved if lower than the agreed 18%. TAHL received a premium of USD 5.5 million under the transaction. As the Financial Close has not been achieved, it is difficult to quantify the IRR. However, as per the latest financial model, the equity IRR stands at 17.88%.

(e) In respect of Moveon Componentes E Calcado (Subsidiary), S.A, in 2013, the entity Kantalan Portugal, S.A (“Kantalan”)-a customer has launched a process against the Subsidiary Company in the amount of `682.51 lakhs (1,005,970 euros) claiming unilateral breach of service contract that would last until 2015. The Subsidiary Company believes that this claim is unfounded and will contest their arguments and, therefore, had not recorded any provision for this situation.

Future cash outflows in respect of above matters are determinable only on receipt of judgements / decisions pending at various forums / authorities.

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36. (i) The Parent Company has given counter-indemnity to Indian Hotels Company Limited (IHCL) against Letter of Comfort issued by IHCL to ICICI Bank PLC, UK (ICICI) for the loan provided by ICICI to a subsidiary of IHMS Hotels (SA) (Pty) Ltd, South Africa which is a associate between the company’s subsidiary Tata Africa Holdings (SA) Pty Ltd (subsidiary) and IHCL for a value of `14,082.93 lakhs (equivalent to USD 22.5 million) [31st March, 2014 – `13,522.46 lakhs (equivalent to USD 22.5 millions)].

(ii) The Parent Company had pledged certain Non-Current Investment in Shares and Bonds amounting to `17,376.13 lakhs against SBLC Facility (Stand By letter of Credit), issued in favour of Standard Chartered Bank - Singapore for term loan of USD 45 Million availed by Tata International Singapore Pte Ltd. The pledge has been released during the year consequent to repayment of the loan in full by Tata International Singapore Pte Ltd.

(iii) The Parent Company had created negative pledge on Non-current investment in shares of Tata Industries Limited amounting to `5,812.99 Lakhs against SBLC Facility (Stand By letter of Credit), in favour of Standard Chartered Bank - Singapore for term loan of USD 45 Million availed by Tata International Singapore Pte Ltd. The negative pledge has been released during the year consequent to repayment of the loan in full by Tata International Singapore Pte Ltd.

37. Estimated amount of contracts remaining to be executed on capital account in respect of the Group and not provided for as at 31st March, 2015 is `2,712.54 lakhs (Previous Year : `776.34 lakhs). Group share in Joint Ventures `2.67 lakhs (Previous year `41.61 Lakhs)

Other Commitment: (i) As per the Agreement dated 21 September 2012, between the Parent Company and a contractor,

the Parent Company has commitment of minimum procurement of 14,000 units of component or compensation up to `3.5 Lakhs per month. The termination clause has 9 months notice period, by which the minimum purchase commitment amounts to `31.5 Lakhs (31 March 2014- `31.5 Lakhs).

(ii) As per the Agreement dated 19 November 2013, between the Parent Company and Collector, Naupada, Odisha for supply of bicycles to Coal India Limited towards their Corporate Social Responsibility obligations, the Parent Company has pledged in favour of the Collector, a fixed deposit receipt of `18 lakhs as security for performance of the contract.

(iii) As per the Joint Venture Agreement dated 23rd April 2014, between the Parent Company, GST AutoLeather Inc. (joint venturer) and Tata International GST AutoLeather Limited (joint venture company), the Parent Company has committed to subscribing to the equity share capital of the Joint Venture Company of `90 lakhs upto the year FY 2014-15 out of which `63 lakhs has been invested and the balance `27 lakhs will be invested in FY 2015-16.

(iv) In respect of Euro Shoe Components Limited EPCG obligation ` NIL (Previous year `211.02 Lakhs),

38. In case of Parent company, the State Government of Madhya Pradesh had issued a Permanent Eligibility Certificate recognizing the Parent Company as an “Exporting Industrial Unit”, thus exempting it from payment of Sales Tax & Entry Tax, till 24th January, 2007. In accordance there with the Parent Company has lodged claims for refund of `215.08 lakhs (31st March, 2014 - `215.08 lakhs), being Entry Tax paid by the Parent Company during the period 1994-1995 to 2006-2007. The said amount has been included in Note 13 - ‘Long term loans and advances’ under the heading Other Advance.

39. Disclosure pursuant to Accounting Standard -15 : Employee Benefits

The following are the Defined Benefit Plans operated by the Group:

- Gratuity

- Retirement Benefits



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Defined benefit plans - as per Actuarial Valuation on 31st March, 2015

(` in lakhs)

Funded Funded2014-15 2013-14

I Expense recognised in the Profit and Loss account for the year ended 31st March


Interest cost 246.92 170.13

Expected Return on plan assets for the period (187.12) (178.03)

Net Actuarial (Gain)/ Loss 236.80 (122.29)

Expenses Recognised in statement of Profit and Loss A/c 478.24 72.72


Total 480.12 73.53 II Changes in Defined Benefit Obligation during the Year Present Value of Defined Obligation at the beginning of the

Year 2,029.81 1,700.94

Add : Addition on funding of gratuity of subsidiaries 18.01 358.27


Interest Cost 246.92 170.13

Actuarial (Gain) / Loss on Defined Benefit Obligation 220.81 (132,16)

Benefits paid (327.46) (270.27)

Present Value of Defined Benefit Obligation at the end of the Year

2,369.73 2,029.81


Total 2,377.28 2,036.92 III Net Asset / (Liability) recognised in the Balance Sheet as

at 31st March

Present Value of Defined Benefit Obligation at the end of the Year

(2,369.73) (2,029.81)


Net Asset / (Liability) as at 31st March (133.33) 34.60


Total (130.29) 37.77 IV Changes in the Fair Value of Plan Assets during the year Fair Value of the Plan Assets at the Beginning of the Year 2,064.41 1,774.91

Add : Addition on funding of gratuity of subsidiaries - 281.87

Expected return on Plan Assets 186.48 178.03

Contributions 322.56 109.75

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(` in lakhs)

Funded Funded2014-15 2013-14

Benefits paid (327.46) (270.28)




Total 2,246.98 2,074.69 V Actual Return on Plan Assets Expected Return on plan assets for the period 186.48 178.03


Actual Return on Plan Assets 176.89 168.16


Total 177.76 168.89 VI Amount of each category of Plan Assets to total

Fair Value of Plan Assets

Special Deposits Scheme 279.04 279.04

Central Government / State Government Securities, Bonds issued by Public Financial Institutions

1,162.73 1,176.77

Balances in Savings & Current Accounts with Banks 336.90 265.48

LIC 457.71 343.11


Total 2,246.98 2,074.69 VII Actuarial Assumptions % % Discount Rate 7.80 to 8.00 9.10 to 9.38

Expected Rate of Return on Plan Assets 7.50 to 9.00 7.50 to 9.38

Salary Escalation Rate 5.00 to 10.00 5.00 to 10.00

Attrition Rate 2.00 to 10.00 2.00 to 10.00

Parent Company and Subsidiaries

VIII Experience Adjustment

Defined benefit obligation 2,377.28 2,036.92

Fair value of plan assets 2,246.98 2,074.69

Surplus / (Deficit) (130.29) 37.77

Experience Adjustment on plan Liabilities [(Gain)/ Loss] 25.29 22.95

Experience Adjustment on plan Assets [Gain/ (Loss)] (10.20) (9.87)

IX The contribution expected to be made by the Group during the financial year 2015-16 has not been ascertained.



158

INTERNATIONAL

40. Disclosure as required by Accounting Standard 19 (AS-19) are as follows: (a) Operating Leases: (i) The Group’s significant leasing arrangements are in respect of Residential flats, office premies,

plant & machinery and equipment taken on lease. The arrangements range between 11 months and 5 years generally and are usually renewable

by mutual consent or mutually agreeable terms. Under these arrangements, generally refundable interest-free deposits have been given.

Commercial / Residential premises have been taken on operating lease. Lease rentals aggregating to ` 2,841.66 lakhs (Previous year `3,825.74 lakhs) and Group share in Joint Ventures of `161.37 lakhs (Previous year `57.36 lakhs) are charged as rent to the Statement of Profit and Loss. The future minimum lease payments under non-cancellable operating leases aggregating `8,057.53 lakhs (Previous Year: `7,237.78 lakhs), in each of the following period are as under:

(` in lakhs)

2015 2014(a) Not later than one year 3,203.06 2,925.64(b) Later than one year and not later than five years 3,901.85 3,264.01(c) Later than five years 952. 62 1,048.13

Group share in Joint Ventures:

(` in lakhs)

2015 2014(a) Not later than one year 14.60 64.05(b) Later than one year and not later than five years 54.80 221.36(c) Later than five years - -

(ii) Certain Plant and Machinery have been given on operating lease. Under these arrangements, generally refundable interest free deposits have been taken. The future minimum lease payments under non-cancellable operating leases aggregating `21.45 Lakhs (Previous Year: `21.45 lakhs), in each of the following periods are as under :

(` in lakhs)

2015 2014

(a) Not later than one year 7.80 7.80(b) Later than one year and not later than five years 13.65 13.65(c) Later than five years - -

(b) Finance Lease: Vehicles have been taken on finance lease. The future minimum lease payments aggregating to `34.44 Lakhs (`507.47 Lakhs).

(` in lakhs)

2015 2014(a) Not later than one year 18.23 227.86(b) Later than one year and not later than five years 13.31 279.61(c) Later than five years - -

159

41. Earnings Per Share (EPS)

(` in lakhs)

2014-15 2013-14

Continuing Operations

Profit /(Loss) after Tax (` in lakhs) (12,773.24) (9,415.72)

Weighted Average No. of Equity Shares (Nos.) 401,000 401,000

Nominal Value of Equity Shares 1,000 1,000

Earnings Per Equity Share (`) (Basic and Diluted) (3,185.35) (2,348.06)

Total Operations

Profit /(Loss) after Tax (` in lakhs) (12,773.24) (9,665.46)

Weighted Average No. of Equity Shares (Nos.) 401,000 401,000

Nominal Value of Equity Shares 1,000 1,000

Earnings Per Equity Share (`) (3,185.35) (2,410.34)

42. Major components of Deferred Tax arising on account of timing differences are:

(` in Lakhs)

2014-15 2013-14

Deferred Tax Asset 2,753.25 2,469.54

Deferred Tax Liability 538.59 754.62

Net Deferred Tax Asset 2,214.66 1,714.92

(` in Lakhs)

2014-15 2013-14

Deferred Tax Liabilities:

Depreciation (1,634.86) (2,287.72)

Others (26.54) -

(1,661.40) (2,287.72)

Deferred Tax Assets :

Provision for doubtful debts 791.52 855.32

Provision for Inventory / Provision for Leave Encashment 1,963.09 1,245.14

Effects of unused tax losses 276.66 384.36

Unrealised exchange loss 538.07 783.53

Others 184.49 545.23



160

INTERNATIONAL

(` in Lakhs)

2014-15 2013-14

3,753.81 3,813.58

Net Deferred Tax Assets 2,092.41 1,525.86

Group share in Joint Ventures 122.25 189.06

Net Deferred Tax Assets 2,214.66 1,714.92

2014-15 2013-14

Opening Deferred tax liability 1,714.92 (320.98)

Deferred tax on depreciation adjusted against balance in Statement of Surplus in Profit and Loss as per transition provision of Companies Act, 2013

45.25 -

Translation difference in respect of foreign subsidiary (284.88) (251.00)

Total 1,475.30 (571.98)

Closing Net Deferred Tax asset / (liability) 2,214.66 1,714.92

Deferred tax (credit) / charge for the year (739.36) (2,286.90)

43. Disclosure as required by Accounting Standard 29 (AS-29) - “Provisions, Contingent Liabilities and

Contingent Assets” as on 31st March, 2015 are as follows:

(a) Warranty Provision: The movement in above provision is as follows:

(` in lakhs)2014-15 2013-14

Opening balance 229.98 41.76Add: Provision for the year - 185.13Less : Written back during the year 229.98Add : (Less) : Translation difference - 3.09Closing balance - 229.98

(b) Provision for Contingent Consideration with respect to Investment in Unitech Motors SA (subsidiary during the year)

The movement in above provision is as follows: (` in lakhs)

2014-15 2013-14Opening balance - -Add: Provision for the year 937.95 -Less : Written back during the year - -Add : (Less) : Translation difference - -Closing balance 937.95 -

161

44. During the year, the Parent Company had received Government of India grant aggregating to `241.56 lakhs from DIPP, Ministry of Commerce & Industries towards support to Artisan Programme. Against the said grant, the company had incurred `54.39 lakhs towards cost of plant and machinery and the balance of `187.17 lakhs was incurred towards various expenditure in the previous years as stated below.

(` In lakhs)

Salaries and wages (Note 24) 73.99

Staff welfare expenses (Note 24) 3.42

Processing Charges (Note 26) 8.65

Repairs and maintenance - Buildings (Note 26) 43.12

Sales expenses (Note 26) 12.95

Travelling and conveyance (Note 26) 6.47

Legal and professional fees (Note 26) 8.27

Miscellaneous expenses (Note 26) 30.30

187.17

45. Segment Information

Due to the limitations of reporting system in case of subsidiaries, the disclosure as required under Accounting Standard 17 “Segment Reporting” has not been given.

46. (a) Related Party Disclosures :

A) Holding Company

Tata Sons Limited

B) Related Parties where transactions have taken place during the year

(i) Fellow Subsidiary

Automotive Stampings and Assemblies Limited

Ewart Investments Limited

Tata AIA Life Insurance Company Limited

Tata AIG Life Insurance Company Limited

Tata Capital Financial Services Limited

Tata Consultancy Services Limited

Tata Consulting Engineers Limited

Tata Industries Limited

Tata Sky Limited

Infiniti Retail Limited

CMC Limited

Apex Investments (Mauritius) Holdings Limited

Tata Capital Pte Limited



162

INTERNATIONAL

Tata Consultancy Services (South Africa) (Pty) Limited

Tata Autocomp Systems Limited

Tata Autocomp Hendrickson Suspensions Private Limited

Tata Industrial Services Limited

Tata Advances Materials Limited

(ii) Associates

IHMS Hotels (South Africa ) (Propreitary) Limited

(iii) Joint Venture

Tata International DLT Private Limited

Tata Precision Industries (India) Limited

Rite Brand Retail Private Limited

Tata International Wolverine Brands Limited


(iv) Key Management personnel

Managing Director – Mr. Noel Tata

163

46. (b)

(` in lakhs)Transaction Fellow

Subsidiaries Joint

VenturesHolding

CompanyAssociates Key

Management Personnel

Purchases of goods 1,003.79 0.10 - 17,149.00 - 299.01 - - 1.35 -

Sale of goods 273.59 8.25 0.19 3,888.73 - 7,732.48 18.11 - 11,765.59 -

Receiving of Services 3,389.37 2.08 9.82 - - 3,016.83 9.00 0.07 - -

Rendering of Services (excluding service tax) 1,111.77 61.80 208.27 - - 4,903.05 0.06 3.09 - -

Brand Equity Expense - - 409.01 - - - - 109.78 - -

Rent Paid - - - 327.46 - - - - 372.68 -

Rental Income 163.14 18.86 - 113.73 - 177.29 18.86 - - -

Interest/ Dividend Expense 79.98 - 167.40 - - - - - - -

Interest / Dividend Income 58.26 - 118.16 167.84 - 67.01 - 118.16 43.30 -

Other Income - 7.74 - - - - - - - -

Purchase of equity shares - 63.00 - - - - 952.50 - - -

Commission Expense - - - - - - 1.94 - - -

Reimbursement of expenses 11.73 5.59 - 53.75 - - 36.98 - - -

Recovery of Expenses 707.74 41.30 383.78 - - 1,122.74 26.77 60.71 1.35 -

Managerial Remuneration - - - - 236.76 - - - - 622.12

(ii) Balances with related parties - - - - - Amount Receivable 1,391.19 318.55 415.45 592.37 -

4,213.73 259.02 51.73 2,974.81 - Amount Payable 3,044.89 - 615.10 2,919.18 -

3,181.81 23.46 581.31 8.13 - Loan Given outstanding - - - 957.84 -

- - - - - Advance Received outstanding - - - - -

2.01 - - - - Advance Given outstanding 12.21 - - - -

17.74 - - - - Purchase of Fixed assets - - - - -

- 4.29 - - - Loan Converted to Share Application Money - - - - -

- 300.00 - - - Management fees - - - - -

8.23 - - - - Corporate Guarantee given - - - - -

23,600.00 - - - - Deposit taken 12.31 - - - -

- - - - - Investments - 302.50 - 290.99 -

- - - - - Loans Taken 1,000.00 - - - -

- - - - -



164

INTERNATIONAL

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166

INTERNATIONAL

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168

INTERNATIONAL

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169

47 Break up of Net assets and share in profit or loss 2014-15 2013-14 2014-15 2013-14

Name of the entity Net Assets, i.e. total assets minus total liabilities

Net Assets, i.e. total assets minus total liabilities

Share in profit or loss Share in profit or loss

As % of consolidated

net assets` in Lakhs

As % of con-solidated net assets

` in Lakhs

As % of consolidat-ed profit or

loss ` in Lakhs

As % of consolidated profit or loss

` in LakhsI Parent - Tata International : Limited 88% 49,603.87 67% 49,809.00 (3%) 438.99 (19%) 1,817.00II SubsidiariesA Indian1 Bachi Shoes Limited 17% 9,687.98 12% 8,878.00 (14%) 1,733.12 (13%) 1,243.002 Euro Shoe components Limited 2% 1,264.36 2% 1,137.00 (2%) 250.91 (3%) 273.003 Drive India Enterprise Solutions Limited 4% 2,348.79 3% 2,141.00 (2%) 207.42 (1%) 79.004 Calsea Footwear Private Limited 0% 153.10 1% 834.00 5% (580.27) (3%) 244.00B Foreign1 Tata Africa Holdings (SA) (Proprietary) Limited 28% 15,834.76 26% 19,242.28 (16%) 2,034.15 (20%) 1,967.002 Pamodzi Hotels Plc 4% 2,152.35 3% 2,347.00 (2%) 280.11 (1%) 125.003 Tata Zambia Limited 6% 3,540.07 7% 5,555.00 10% (1,316.62) (4%) 427.004 Tata Africa Holdings (Ghana) Limited 2% 1,273.40 0% 37.00 10% (1,322.98) 11% (1,063.00)5 Alliance Motors Ghana Limited (4%) (2,423.49) (2%) (1,436.00) 12% (1,557.49) 20% (1,942.00)6 Tata Automobile Corporation (SA) (Proprietary) Limited 14% 7,780.13 11% 8,187.00 (4%) 523.99 (8%) 742.007 Tata Holdings Mocambique Limitada 2% 1,003.73 1% 959.00 (1%) 156.72 (2%) 201.008 Tata De Mocambique, Limitada 6% 3,538.94 4% 2,640.00 (13%) 1,717.68 (12%) 1,133.009 Cometal, S.A.R.L. 1% 774.60 1% 747.00 (1%) 114.15 (1%) 100.00

10 Tata Uganda Limited 9% 5,145.72 7% 4,913.00 (10%) 1,217.40 (12%) 1,131.0011 Tata Africa Holdings (Tanzania) Limited 19% 10,661.30 15% 10,824.00 (13%) 1,612.62 (25%) 2,374.0012 Tata Africa Services (Nigeria) Limited 3% 1,959.74 7% 4,837.00 19% (2,398.40) (1%) 60.0013 TAH Pharmaceuticals Limited 0% 156.85 0% (147.00) 2% (206.11) 1% (103.00)14 TATA Africa Holdings (Kenya) Limited 16% 8,880.82 9% 6,352.00 (14%) 1,782.58 (15%) 1,471.0015 Blackwood Hodge Zimbabwe (Private) Limited 3% 1,538.45 2% 1,208.00 (1%) 172.56 (1%) 115.0016 Tata Africa Steel Processors (Proprietary) Limited (2%) (1,034.76) (2%) (1,340.00) (2%) 226.21 (6%) 587.0017 Tata Africa (Senegal) S.A.R.L. 0% (105.95) 0% 264.00 3% (424.52) 5% (459.00)18 TAHL (Mauritius) Power Projects Limited 0% 62.80 (2%) (1,231.00) (10%) 1,309.99 8% (733.00)19 TAHL (Mauritius) Mining Projects Limited (19%) (10,872.14) (2%) (1,344.00) 11% (1,382.33) 9% (874.00)20 M’Pumalanga Mining Resources SA 2% 871.28 0% 145.00 2% (227.28) 3% (283.00)21 Tata Africa (Cote D’Ivorie) SARL 0% (105.29) 0% 7.00 1% (182.84) 3% (266.00)22 Tata Zimbabwe (Private) Limited 0% - 0% - 0% - 0% -23 Tata International Singapore Pte Ltd 2% 863.24 7% 5,112.00 30% (3,805.25) 13% (1,291.00)24 Tata International Metals (Americas) Limited 31% 17,279.89 7% 5,276.00 (4%) 501.72 (11%) 1,096.0025 Tata International Metals (UK) Limited 23% 12,788.09 17% 12,622.00 (3%) 342.46 1% (107.00)26 Industrial Steels Limited 0% - 0% - 0% - 0% -27 Unitech Motors, S A 2% 1,291.31 0% - 0% - 0% -28 Tata International West Asia DMCC 0% 8.01 0% - 0% (0.49) 0% -29 Tata International Metals (Asia) Limited 12% 6,740.18 8% 5,985.00 (4%) 476.82 9% (831.00)30 Tata West Asia FZE 1% 405.03 (1%) (934.00) 0% 18.00 0% 1.0031 TIL Leather Mauritius Limited (2%) (1,210.68) (1%) (650.00) 6% (770.47) 2% (155.00)32 Move On Componentes E Calcado S A (4%) (2,079.62) 0% (301.00) 20% (2,592.06) 19% (1,873.00)33 Tata International Trading Brasil Ltda 0% 44.87 0% 93.00 0% (35.69) 0% (40.00)34 Move On Retail Spain S L (2%) (1,012.72) (2%) (1,308.00) 2% (305.06) 7% (705.00)35 Monroa Portugal, Comercio E Servicos, Unipessoal LDA (3%) (1,563.17) (2%) (1,286.00) 4% (574.58) 7% (633.00)36 Tata South-East Asia Limited (2%) (947.10) 0% 354.00 16% (2,083.04) 9% (900.00)37 Tata South East Asia (Cambodia ) Limited 0% 117.92 0% (51.00) (1%) 167.82 0% (43.00)

C Minority Interests in all subsidiaries (9%) (5,348.41) 6% 4,393.00 5% (614.17) (5%) 520.00

III Associates (Investment as per the equity method)A Indian1 Tata Ceramics Limited 0% - 0% - 0% - 0% -B Foreign1 Consilience Technologies (Pty) Limited 3% 1,554.47 2% 1,144.05 (4%) 545.22 (3%) 260.572 IHMS Hotels (SA) (Pty) Limited 0% - 0% - 2% (310.82) 20% (1,933.67)3 Newshelf 919 (Pty) Limited 5% 2,895.70 5% 3,361.91 1% (105.56) (12%) 1,204.194 Tata Motors (SA) (Pty) Limited 1% 442.16 1% 441.52 0% 41.96 0% (10.85)5 TCS Africa (Pty) Limited 0% - 3% 1,946.60 0% - (5%) 442.57

IV Joint Ventures (as per proportionate consolidation)A Indian1 Tata International DLT Private Limited 2% 923.00 1% 831.38 (1%) 100.74 1% (141.12)2 Tata Precision Industries (India) Limited 1% 390.69 1% 381.64 0% 8.96 0% 29.263 Rite Brand Retail Private Limited 0% 41.89 0% (124.79) 0% (61.32) 0% (5.53)4 Tata International Wolverine Brands Limited (1%) (469.76) 1% 472.12 7% (941.87) 10% (922.88)5 Tata International GST AutoLeather Limited (w.e.f 13th

March 2014)0% 2.64 0% - 0% (60.36) 0% -

B Foreign1 Itezhi Tezhi Power Corporation Limited 0% - 23% 17,239.00 0% - 0% -

V Eliminations (159%) (90,218.97) (144%) (1,06,461.00) 54% (6,895.96) 124% (11,993.00)Total 56,630.07 74,102.71 (12,773.24) (9,665.46)



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48. Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.

For and on behalf of the Board,

G K PILLAIChairman

NOEL TATAManaging Director

A.M.PONKSHEChief Financial Officer andCompany Secretary

Mumbai, 17th June 2015

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Documents

BOARD OF DIRECTORS - Tata International: A global trading and distribution company · 2016. 10. 7. · 1 BOARD OF DIRECTORS (As on 17th June, 2015) B. Muthuraman - Chairman (retired