Tata Technologies 2011

17th Annual Report 2010-11

BUSINESS TRANSFORMATION BUSINESS TRANSFORMATION BUSINESS TRANSFORMATION

Mission Better products benefit people – that is our business.

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

Purpose We help ambitious manufacturers create better products.

Values • • • • •

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

Contents MD’s Letter to Shareholder

II

Letter from the Global COO

IV

Management Team

VII

Human Capital Management

IX

Corporate Sustainability

XIX

Board of Directors

XXI

Notice

1

Directors’ Report

3

Management Discussion & Analysis (MD&A)

13

Corporate Governance Report

44

Auditors’ Report

57

Balance Sheet

60

Profit & Loss Account

61

Cash Flow Statement

62

Schedules to Accounts, Significant Accounting Policies & Notes on Accounts

63

Consolidated Accounts Auditors’ Report

87

Balance Sheet

88

Profit & Loss Account

89

Consolidated Cash Flow Statement

90

Schedules to Accounts, Significant Accounting Policies & Notes on Accounts

91

Statements on Subsidiary Companies

116

Frequently Asked Questions

118

Attendance Slip / Proxy

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

Historical Performance Return on Capital Employed

Revenue

Offshore Revenue

EBITDA

Profit After Tax

Earning per Share (Fully Diluted)

Cash & Cash Equivalents

EBITDA (Rs. Crore)

Return on Equity

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

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

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

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

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

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

Corporate Sustainability We are committed to improve the quality of life in the communities we operate. I believe that there is no better way than to provide employment. Unfortunately, the reality is that many engineering graduates are not employable when they graduate. Many companies have found that they need to give extensive training to new graduates before the graduates can be productive. To improve the situation, we launched programs in two leading Universities to make engineering graduates ready for employment. We call the program Ready Engineer™.

It is entirely voluntary, staffed by subject matter experts from Tata Technologies. Students in the Ready Engineer™ program receive training on-line via iGETIT®, www.myigetit.com, and in the classroom from Tata Technologies’ volunteers. While we encourage those in the program to join our Company after graduation, there is no obligation. The first batch graduated in June 2011. The second batch will graduate in June 2012. We are now looking to expand Ready Engineer™ to universities outside India.

Challenges for 2011-12 As we grow, we will expand beyond our campus in Hinjawadi to a nearby Special Economic Zone (SEZ) called Blue Ridge.

The facility, designed for 790 engineers and IT professionals, will serve OEMs outside India. Our workforce should expand beyond 5,000 professionals. To improve and better cater to our expanding human resources, we are building robust scalable processes into our SAP IT system. Employees and managers across the globe will interact with the system through a selfservice portal. These changes to accommodate our expansion will be challenging. We faced challenges before. We will succeed.

In Summary Your Company has proven it is much stronger, more operationally efficient and able to deliver solid growth. We have delivered record earnings per share and generated record cash.

Our program called Better Innovation is helping our customers create exciting products. We continue to move up the value chain, utilize more of your Company’s own intellectual property in our solutions and develop skills faster.

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

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

Patrick McGoldrick Chief Executive Officer and Managing Director 20th June 2011

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

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

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

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

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•

Eleven new client logos added to our business this year – several in new sectors

•

Revenue Growth of 15% in Indian Rupee terms and 21% in US Dollar terms

•

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

•

Profit After Tax that has increased more than eight-fold in that same five year period

•

A strengthened balance sheet reflecting a cash balance of $64 mn USD, up from $43 mn USD the previous year

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

•

•

Clients - Throughout the year we demonstrated the depth of our commitment to our clients’ success. At Chrysler we saw our revenue grow by more than 70% - a testament to our ongoing ability to produce results aligned with Chrysler’s unique objectives. It is also a reward for the loyalty and support that we demonstrated to Chrysler during the North American automotive industry crisis of 2008-2010 Communities – Our commitment to the Tata group ideals of sustainability, environmental stewardship and community involvement resulted in programs such as our on-site water and waste recycling facility at our Center for Advanced Engineering and Design in Hinjawadi, our Ready Engineer™ program promoting technical education for engineering students in India, and our alliance with First Book in North America to promote literacy at the elementary school level.

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

Leading the Industry Back to Growth and Productivity The Global manufacturing industry has been through a significant period of change in the past four years. The most recent economic downturn has led many manufacturers to rethink their business strategies and to look for ways to streamline

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

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

Your company continued to strengthen its activities in the full vehicle development space, with the launch of our Vehicle Programs & Development (VPD) Group. VPD already has won six full-vehicle programs – half of which are Electric Vehicles – and is providing innovative, costeffective and environmentally sound automotive solutions to global automotive OEMs ranging from premium brands to entrepreneurial organizations aiming at niche markets.

This is a first for India based engineering services providers.

•

Aerospace growth is evidenced by the completion of a Joint Concept Definition Phase (JCDP) for a new, yet-to-beintroduced jet from a European aerospace manufacturer –the first-ever project of this scope and scale in the Indian private sector.

•

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

Global manufacturers increasingly demand quality of people, resources and infrastructure combined within a framework of technology to drive growth, success and ultimately sustainability. That combination is the core of Tata Technologies value proposition and runs deep within your Company’s DNA. Product Development IT as a Manufacturing Driver In addition to offering the manufacturing industry innovative engineering solutions, Tata Technologies drives innovation and productivity through our mastery of product development IT. As one of the world’s leading engineering organizations, Tata Technologies professionals are the world’s most experienced users of leading edge technology; and that experience positions your Company as a leading provider of those same services. These highlights demonstrate not just capabilities, but also potential: •

The expansion of our Enterprise IT capabilities outside of

•

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

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

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

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

An Evolving Focus; Re-Investing for Success In support of your Company’s dedicated employees, investments are underway in its worldwide infrastructure; to enhance the quality of work life and support enhanced innovation and productivity.

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

Warren Harris President and Global COO 20th June 2011

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

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

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

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

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Management Team

Patrick McGoldrick CEO & Managing Director

Samrat Gupta Chief Financial Officer

Warren Harris President & Global COO

Samir Yajnik President, Global Services & COO APAC John Howaniec President, PLM Solutions Gopinath Jayaraj President, Global Delivery & Quality

V. Balaji Chief Information Officer Kevin Fisher President, Vehicle Programs & Development

Archit Gupta Head, Office of Strategic Management

Anubhav Kapoor General Counsel & Company Secretary

Ron Bienkowski Executive Vice President Nick Sale COO Europe Richard Welford Executive Vice President

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Transforming Employees Who Are Transforming the World

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

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

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

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

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

Even before engineering students graduate, with a focus on building talent sustainability by making engineering students ready for productive work in the industry, Tata Technologies runs Ready Engineer™ - a unique campus outreach program.

Once fresh engineers join the company they go through a radical training program led by veterans with average 25 years of industry experience who focus on imparting the fundamentals of applying engineering knowledge to real world problems and products. Employees with a certain number of years of industry

experience go through leadership development training to hone them for managing larger teams and direct interface with clients. Mid-level and senior managers as well as leadership team members go through custom courses for smaller groups and leverage Tata group training resources at the Tata Management Training Centre (TMTC) Ready Engineer ™ The 2011 Manpower Group survey also reports that globally, only one in five employers is concentrating on training and development to fill the gap. A mere 6% of employers are working more closely with educational institutions to create curriculums that close knowledge gaps. In order to meet the projected USD 40-45 billion demand for engineering services from India by 2020, NASSCOM estimates India could need 250,000 skilled and “employable” engineers to truly reach its potential in terms of market share.

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

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

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

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

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

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

Tata Technologies’ “Campus 2 Corporate” program is anchored

by Expert Mentors who are subject matter experts in their respective domain. The program is divided into four phases: 1.

General Overview

2.

Detailed domain

3.

Case-study/tool training

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

LEAD and Talent Pool: Developing Tomorrow’s Leaders The Supervisory Development Program – LEAD – identifies candidates and promotes the development of leaders in junior and mid-management positions worldwide.

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

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

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

Culture of Innovation The latest Bloomberg Businessweek 2010 survey of 50 most innovative companies in the world ranks the Tata group at 17th. With Tata Technologies’ engineers featuring time and again in patents belonging to global manufacturing clients and with the involvement in path breaking product development projects such as the Tata Nano, a next generation electric vehicle such as ‘Genovation’ and a transformational IT initiative such as the greenfield SAP implementation at Jaguar Land Rover, Tata Technologies is no dilettante when it comes to innovation and process related intellectual property. In the Tata group innovation contest named ‘Innovista’ a Tata Technologies team came out winner last year, amongst 2600 plus entries.

Their innovation could be launched into production very soon. A Tata Technologies knowledge-based engineering innovation came out as a finalist amongst hundreds of other entries in the NASSCOM Innovation Awards, 2011. The Tata Technologies in-house innovation contest throws up hundreds of ideas globally every year. The message here is that Tata Technologies has an ingrained culture of innovation that is viral in nature and driven more by employee passion than management intervention.

However, ideas and innovation need a structured approach to bridge the gap between strong idea and stronger execution leading upto a meaningful IP base and good patent portfolio.

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

Expert Mentors - Key to High Performance Culture Tata Technologies fosters a high performance culture and the core of that high performance culture is its multitude of subject matter experts – veteran professionals, with years of experience and knowledge underpinned by decades of delivering industry-leading, benchmark products.

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

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

Ashok Joshi Head - Vehicle Performance Group & CAE

Ashok Joshi brings with him more than 32 years of engineering expertise.

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

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

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Subhendu Ghosh

Peter Davis Chief Designer - Vehicle Design

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

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

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

Rajendra Petkar Head - Engines (Commercial Vehicles)

With more than 22 years of experience, Rajendra currently heads the Engines Dept. for commercial vehicles at a strategic Tata Technologies’ client site.

He is responsible for the strategy and execution of engines platforms for a leading global automotive OEM across a comprehensive range of commercial vehicles ranging from light-duty trucks of 1- ton weight to those of more than 49-tons; powered by engines ranging from 0.6 L to 15 L, with mix of diesel and CNG. He is also a Director on the Board of Tata-Cummins Limited.

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

Vice-President of Global Delivery Engineering & Design

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

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

Nigel Giddons Chief Engineer - Vehicle Architecture

Nigel leads Tata Technologies’ vehicle Conceptual Package and Design team. He has more than 30 years of international automotive product development expertise, providing transformational engineering solutions for multiple world-class automotive OEMs. Nigel served an apprenticeship with Ford in his native England as a Design Draughtsman, before spending the following 15 years in various Design and Engineering roles with major European and North American automotive product development groups. Providing creative solutions to complex challenges motivated Nigel toward design studios and fullvehicle conceptual package projects, highlighted by his contribution to the Chrysler Advanced Design Studios from 1998 until 2001.

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

Abhay Tarnekar General Manager – KBE & DPD Systems

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

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

Abhay Chafekar General Manager - Body & Trims Engineering, Passenger Cars

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

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

Nigel has since supported engineering and design sales and delivery on a wide range of global customers and projects.

He completed his engineering degree from Barking College & North East London Polytechnic; and joined Tata Technologies as a Senior CAD Engineer in 1994.

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Lionel Grealou Head - Business Transformation

Lionel is an astute leader, a versatile global consultant and a high-value contributor on client initiatives.

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

Avijit Roy General Manager - Digital Product Development & PLM Solutions

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

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

Dr. Biswadip Shome Head - Aerospace Design & Validation

Dr. Shome is a key architect of Aerospace design and simulation services provided by Tata Technologies to major aerospace OEMs and suppliers.

With more than 20 years of experience, Dr. Shome’s background includes gas turbine combustion system design and computational fluid dynamics simulation for combustors, aircraft fuel and air systems, construction equipment, and automotive applications. Dr. Shome holds a Ph.D. degree in Mechanical Engineering from Rensselaer Polytechnic Institute (USA) and has more than 20 publications in international journals and conferences.

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

Dr. Shanmugam Rajarajan Vice-President - Delivery (Tata HAL Technologies Limited) - JV between Tata Technologies and HAL

Ravi Janorkar General Manager - PLM Solutions Group

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

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

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

Martin Durrant Associate Vice-President - VPD (European Group)

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

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

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

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Tony Jones Chief Engineer - Body Engineering

Brian D’Cruz General Manager - Design

Brian heads the Tata Technologies CAE group responsible for sheet metal design and manufacture at a major Tata Technologies’ client site. With more than 30 years experience in production toolings, Brian has been a pioneer in the introduction of CAx methods in design and manufacture for Tata Technologies’ global clients. He also is involved in design for manufacture feasibility studies of pre-production vehicles.

Such studies include advanced CAE studies for sheet metal formability while leading simultaneous engineering teams. Brian has spoken at various forums on topics such as ‘Single Minute Exchange of Dies’, ‘Innovation environments in CAD systems today’ and ‘Moving to 3D Design - CADD Centre Engineering teams’.

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

Martin Welch Chief Engineer

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

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

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

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

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

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

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

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

Ramesh Chandra Vice-President of Global Delivery Manufacturing Enterprise Systems

Shreekanth Moorthy Vice-President of Global Delivery - Product Lifecycle Management (PLM)

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

Ramesh possesses more than 29 years of experience, including 9 years in various functional roles at a major automotive OEM. The role included production management, materials management and manufacturing planning. Ramesh played a lead role in re-architecting and re-development of systems in the open environment in Unix, C and Oracle.

He led the project to deploy SAP at Jamshedpur, which is one of the oldest manufacturing plants in the Tata Motors group. Ramesh took an assignment at General Motors for five years in Japan heading their SAP programs for the National Sales Center. Before taking on his current role, Ramesh was leading the Tata Technologies team at a major client location, where he was instrumental in development and maintenance of all business systems. This included creating complete SAP eco-systems support for major product development programs like the Tata Nano. With a complete understanding of the challenges faced by the automotive industry and endto-end business processes, Ramesh is a firm believer in the disruptive power of IT to enhance business by enhancing business processes.

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

Manoj Jain Head - Customer Relationship Management

Manoj possesses more than 30 years of experience in automotive sales, consultancy and CRM implementations for customers in India, US and a few other countries. Manoj is a specialist in CRM implementations with special expertise in the Automotive, Life Sciences and Consumer Goods Industries. He also specializes in the development and deployment of post-CRM implementation solutions for continuous benefits. Manoj has been instrumental in growing CRM as a new business growth area in Tata Technologies. He also drives the Tata Technologies’ led CRM program – which is one of largest, most comprehensive automotive CRM programs across the globe – for a major global automotive OEM. He holds a Bachelor’s in Electronics & Communication from Indian Institute of Science, Bengaluru and a Masters in Computer Science from IIT Mumbai.

He also holds a Diploma in Business Administration from Mumbai University.

As a CRM and business systems evangelist he conducts MBA classes in Jamnalal Bajaj Institute of Management, (Mumbai) and at University of Mumbai.

He has been a member of the Siebel expert panel on Automotive CRM and a speaker at Oracle Open World. He also speaks about CRM in Confederation of Indian Industry (CII) forums in Chennai, Pune & Delhi.

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COMMITMent to the communities where we operate

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

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

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

On a larger scale, Tata Technologies focuses its CSP efforts on the following three domains: A. Talent development in the engineering & IT industry.

B.

Environmental stewardship – Climate change; various natural cycle restorations.

C. Innovation – Innovative methods that transform processes, or use of technology to promote a positive environment for future generations

Implementation Ready Engineer™ Transforming the Engineers of Tomorrow Ready Engineer™ is an initiative designed to enhance employability for budding engineers by Tata Technologies.

Ready Engineer™ is classroom based, industry-focused engineering training to engineering students. It was launched in October 2010. The first class of 30 students was from Indira College of Engineering & Management at Pune, India.

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

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

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

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

Recycling of Waste Food The Tata Technologies cafeteria at Hinjawadi generates about 60 to 70 Kg of waste food every day. This waste food was collected by a contractor and was thrown away, spoiling the environment.

A new initiative now converts this waste food into fertilizer, to be used for our internal gardens and for donation to farmers around the Hinjawadi complex. The process of converting the waste food to fertilizers is through a ‘Vermiculture’ machine.

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

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

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

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

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

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

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

Tata Technologies instituted an initiative and infrastructure to reuse/recycle all water that was let off in the drains as sewage water after human consumption – about 60,000 liters to be used for other purposes. This recycled water is exclusively used for gardens and vehicle washing purposes. In addition, the organic sludge that gets separated from the processed black water is an excellent organic fertilizer, which can be used for gardens and may be distributed to the members of the society at large.

Seventeenth annual report 2010-11

XX

Board of Directors

S Ramadorai Chairman

R Gopalakrishnan

P P Kadle

Auditors Deloitte Haskins & Sells

Registered Office

Registrars & Transfer Agents

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

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

P R McGoldrick Managing Director & CEO

C Ramakrishnan

Seventeenth annual report 2010-11

XXII

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NOTICE NO TICE IS HEREBY GIVEN THA T THE SE VENTEENTH ANNU AL GENER AL MEETING OF THE MEMBERS OF TATA NOTICE THAT SEVENTEENTH ANNUAL GENERAL OGIES LIMITED will be held on Wednesday, July 27, 2011 at 3:30 p.m. at the Registered Office of the TECHNOLOGIES TECHNOL Company at Plot No. 25, Rajiv Gandhi Infotech Park, Hinjawadi, Pune - 411 057 to transact the following business:Ordinary Business 1.

To receive, consider and adopt the Audited Profit and Loss Account for the year ended March 31, 2011 and the Balance Sheet as at that date together with Report of the Directors and Auditors thereon.

2.

To declare dividend on Equity Shares.

3.

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

4.

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

5.

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

Notes: 1.

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

2.

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

3.

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

4.

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

5.

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

6.

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

7.

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

8.

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

9.

Members may please note the contact details of the Company’s Registrar and Transfer Agents, M/s TSR Darashaw Limited, as follows: TSR Darashaw Limited 6-10 Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai- 400011 Tel: +91 22 66568484 Fax: +91 22 66568494 Email: csg-unit@tsrdarashaw.com Websit e : www.tsrdarashaw.com ebsite

10.

ddr ess ank D etails Bank Details etails, Email etc. if any, to the Members are requested to notify the change in their A Addr ddress ess,, B Company’s Registrar and Transfer Agents. Shareholders should quote their folio numbers in all their correspondence with the Company and the Registrar and Transfer Agents.

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Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

11.

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

12.

The Company has dematerialized its Equity Shares with CDSL and NSDL and the Company’s ISIN is INE142M01017. Members are requested to dematerialize their shares. A detailed FAQ on Dematerialization is provided elsewhere in the Annual Report. Members are also encouraged to utilize the Electronic Clearing System (ECS) for receiving dividends and are requested to update their savings bank account details with their respective Depository Participants.

13.

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

14.

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

By Order of the Board of Directors

Anubhav Kapoor General Counsel and Company Secretary Pune, April 30, 2011 Registered Office: 25, Rajiv Gandhi Infotech Park, Hinjawadi, Pune – 411 057

2

DIRECTORS’ REPORT TO THE MEMBERS OF TATA TECHNOL OGIES LIMITED TECHNOLOGIES The Directors are pleased to present their Seventeenth Annual Report on the Business and Operations of your Company and the Audited Statement of Accounts for the year ended March 31, 2011.

1.

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

Income from Services & Sale of Products

2010-11

2009-10

492.68

382.39

Other Income

12.07

9.41

Total Inc ome Income

504.75

391.80

Operating Expenditure

361.18

273.42

Pr ofit b ef or eD epr ecia tion, In est and Tax es bef efor ore Depr eprecia eciation, Intter erest axes

143.57

118.38

1.70

1.71

14.77

9.37

Interest Depreciation or e Tax Pr ofit / (L oss) b ef (Loss) bef efor ore

127.10

107.30

or Tax Pr ovision ffor es axes

30.05

30.93

Pr ofit / (L oss) af (Loss) aftter Tax

97.05

76.37

Balance brought forward from previous year

93.66

55.64

190.71

132.01

Interim Dividend

26.09

-

Proposed final Dividend

18.63

26.03

7.36

4.32

10.00

8.00

128.63

93.66

Amount available for Appropriations APPR OPRIA TIONS APPROPRIA OPRIATIONS

Tax on In im / P osed D ividend Intter erim Prrop oposed Dividend General Reserve Balance carried to Balance Sheet 2.

RE VIE W OF B USINESS OPER ATIONS REVIE VIEW BUSINESS OPERA The Company recorded an overall revenue growth of approx. 28.83% with an increase of approx. 28.84% in revenue from sale of products and services, from Rs 382.39 crore in 2009-10 to Rs 492.68 crore in 2010-11. Due to stringent cost control, focus on operating efficiencies and offshoring, the operating profit registered an increase of approx. 21.28% over last year, while profit before taxes (PBT) grew at a rate of approx. 18.45% on a year-on-year basis. Profit after taxes (PAT) grew by approx. 27.08% during the same period.

During this period, services revenue increased by 23.20% and product sales increased by 77.85% over last year to reach figures of Rs 422.50 crore and Rs 70.18 crore respectively. The services revenue comprises Engineering Automation Group (EAG), Enterprise Solutions Group (ESG) and Product Lifecycle Management (PLM). EAG addresses the engineering and design needs of manufacturers through services for all stages of the product development and manufacturing process. ESG addresses the Information Technology needs of manufacturers including business solutions, strategic consulting, ERP implementation, systems integration, IT networking and infrastructure solutions and program management. PLM addresses the product development technology solution requirements of manufacturers including end-to-end implementation of PLM technology, best practices and PLM consulting. PLM also includes the Company’s proprietary applications iGETIT® and iCHECKIT®.

3.

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

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Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

in addition to the interim dividend of Rs 7/- per share for the financial year 2010-11 on a pro-rata basis.

With the proposed final dividend, the total dividend for the financial year 2010-11 comes to Rs 12/- per share. The total dividend for the financial year 2009-10 was Rs 7/- per share.

4.

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

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

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

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

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

5.

CHANGES IN SHARE C APIT AL CAPIT APITAL During the year, the following changes have occurred in the authorized and the paid-up equity share capital of the Company: a)

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

b)

70,664 equity shares were allotted on exercise of the employee stock options during the year.

Hence, the paid-up capital of the Company increased from Rs 37.24 crore to Rs 37.32 crore.

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

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

6.

HUMAN RESOURCE DEVELOPMENT The Company employs 3447 professionals, including permanent and contractual, as on March 31, 2011.

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

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

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

4

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

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

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

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

7.

CORPOR ATE SUST AINABILIT Y ORPORA SUSTAINABILIT AINABILITY The Company is embarking on the journey from Corporate Social Responsibility (CSR) to Corporate Sustainability Program (CSP) to achieve its mission to make a positive difference in the communities in which the Company does business and to support select programs, outreach efforts and initiatives that improve and enhance the quality of life. During the year, the Company has taken following initiatives to achieve its mission: A.

Environment:

Recycling of waste- Water The Company uses 80,000 to 1,00,000 liters of water per day for human consumption at its Hinjawadi office. During the year, the Company reused/recycled this water resulting in saving of about 50,000 to 60,000 liters per day. The reused/recycled water is used for other purposes like gardening, watering trees, vehicle washing purposes etc.

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

B.

Social Responsibility:

Blood Donation: During the year, the Company organized blood donation drives at various locations and donated 378 units of blood.

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

AIDS Day awareness drive: The Company’s employee volunteers organized an AIDS awareness desk at the Company’s Hinjawadi Campus.

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Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

Quiz for a Cause: The Company raised funds for charity by launching a series of daily online World Cup related quizzes for employees and the entry fee generated was donated for supporting underprivileged children. The winners of the quiz received artwork created by those children as a prize.

C.

Ec onomic Talen e velopmen t: alentt D De elopment:

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

First Book – putting books into the hands of children: North America First Book, in North America, is a Tata Sons partnership that promotes literacy, by providing at no cost, books to underprivileged elementary school children throughout the United States. First Book has distributed more than 70 million free and low cost books in thousands of communities till date. The Company donated 740 books to Garfield Elementary School in Livonia and further plans to give away 40,000 books across the country in partnership with Tata Sons.

Run for Hope: North America The Company arranged a Marathon to raise funds to support Grace Centers for Hope.

41 employees raised more than US$4,000.

Adopt-a-F amily or th A mer ic a dopt-a-Family amily:: N Nor orth Amer meric ica The Company has been driving this initiative for the last 11 years. Under this initiative, the Company provides gifts, cloths and personal care items to families in need at Christmas.

8.

QU ALIT Y INITIA TIVES QUALIT ALITY INITIATIVES The Company continued its business excellence journey through the year. The Company participated in the Tata Business Excellence Model ( TBEM) external assessment in 2010 as a single organization representing all its geographies. The organization was assessed at the “Early Improvement” score band on the Business Excellence journey with an improvement of 26 points over 2009 TBEM score.

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

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

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

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

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

6

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

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

9.

INFORMA TION TECHNOL OGY (IT TIVES INFORMATION TECHNOLOGY (IT)) INITIA INITIATIVES The Company continued its strategic IT Initiatives to support its business goals while providing efficiencies and scalability to its shareholders, customers & employees, while further integrating operations across its three key territories.

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

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

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

The Company also paved way for readiness to scale, through a comprehensive Systems Value Engineering Study conducted across its operations. Partnering with SAP, this study defined plans to fully integrate its Hire2Retire processes, leveraging key SAP software. The Company has also renewed its commitment towards process alignment through the establishment of Global Sales & Delivery PMOs. Information Security (ISMS) Operations: Information Security and the protection of customers/corporate/ employee information assets continued to be a key focus. Through the deployment of ISMS (Information Security Management System) and its associated governance, the Company successfully recertified its ISO 27001 status in its key Delivery Centers. Improvements include deployment of CCTV and IT enabled visitor management systems to strengthen Company’s overall security systems. The Company plans to globally deploy its ISMS (Information Security Management Systems) during the coming year.

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

10.

SUBSIDIAR YC OMP ANIES AND JOINT VENTURE SUBSIDIARY COMP OMPANIES The Company had eight subsidiary companies as on March 31, 2011. The Company continued to review and reorganize all its subsidiaries. The following changes occurred with respect to the Company’s corporate structure/subsidiaries during the previous year: E ur op e: All operations in Europe are being consolidated under Tata Technologies Europe Ltd, UK and urop ope: are being conducted through branches in Germany, France, and Netherlands. INCAT SAS, France was liquidated w.e.f. April 30, 2010. The subsidiary company in Germany will be dissolved in due course.

7

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

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

J oin tur e: Tata HAL Technologies Ltd is a 50:50 joint venture between the Company and Hindustan ointt Ven entur ture: Aeronautics Limited (HAL), with its corporate office situated at Bengaluru, Karnataka. Tata HAL Technologies Ltd is in the business of providing engineering and design solutions and services in the domain of aerostructures for the aerospace industry. The Company reported revenues of Rs 3.35 crore for the FY 2010-11 as against the revenues of Rs 0.57 crore in FY 2009-10 an increase of 487.72% over last year.

The loss for the year was Rs 0.60 crore as against Rs 1.58 crore in FY 2009-10. Considering the tax losses of the Company, no provision for tax has been made in the books of account.

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

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

The Company applied for approval from the Central Government u/s 212(8) of the Companies Act, 1956 for exempting the Company from attaching the Balance Sheet, Profit & Loss Account, Reports of Directors and Auditors of the subsidiary companies and other documents referred in section 212 (1) of the Companies Act, 1956 to the accounts of the Company. The Ministry of Corporate Affairs vide its circular dated February 08, 2011 has granted a blanket approval for exemption from attaching the accounts of subsidiary companies to the accounts of the holding company, subject to fulfillment of certain conditions.

Accordingly the said documents are not being attached with the Balance Sheet of the Company. A gist of the financial performance of the Companyâ&#x20AC;&#x2122;s subsidiaries is attached elsewhere as part of the report.

8

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

11.

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

12.

ST ATUT OR Y A UDIT ORS STA TUTOR ORY AUDIT UDITORS M/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company’s Statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the accounts of the Company for the financial year 2011-12. M/s Deloitte Haskins & Sells, have pursuant to Section 224(1B) of the Companies Act, 1956, furnished the relevant letter confirming their eligibility and willingness for reappointment as the Statutory Auditors, should they be so appointed.

The members are requested to appoint Auditors for the current year and fix their remuneration.

13.

INTERNAL AUDITORS To implement a robust framework in the Company, during the year, the Company has appointed M/s Ernst & Young as Internal Auditors of the Company to conduct the Internal Audit of the Company and its subsidiaries.

14.

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

15.

PAR TICUL ARS OF EMPL OYEES ARTICUL TICULARS EMPLO A statement containing the names and other particulars of employees of the Company as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given as Annexure II to this Report.

16.

MANA GEMENT DISCUSSION AND ANAL YSIS MANAGEMENT ANALY The readers are advised to refer the separate section on the Management Discussion and Analysis in this Report.

17.

CORPOR ATE GOVERNANCE REPOR T ORPORA REPORT The readers are advised to refer the separate section on Corporate Governance in this Report.

18.

CONSER VATION OF ENER GY OGY ABSORPTION AND FOREIGN EX CHANGE EARNINGS AND ONSERV ENERGY GY,, TECHNOL TECHNOLOGY EXCHANGE OUTGO Conservation of Energy: The operations carried out by the Company in all its locations are such that they are not deemed as energy intensive. However, the Company constantly makes efforts to avoid excessive consumption of energy. Measures were initiated to raise consciousness of the need to conserve power and water. At the Hinjawadi delivery center, solar water heaters were installed in the Guest House and the Wellness Centre. The schedule of switching on/off lights and AHU’s was monitored continuously keeping in mind factors of climate, availability of power and working hours. LED lights are being considered as a replacement for CFL wherever possible in all new facilities. The Company remains committed to deploying more efficient energy saving measures. New technologies/options are regularly monitored and efforts will continue to conserve energy.

Technolo gy A bsor ption echnolog Absor bsorption ption: The Company’s commitment to become the world leader to the manufacturing industry is reiterated. To scale Tata Technologies, to rapidly respond, to manage risk, to position the Company for long-term sustainability, to diversify the Company’s business into new industry verticals, geographies and new lines of service, the Company’s Engineering teams have been working with automotive, aerospace, industrial and consumer goods companies across the globe for two decades to create better products which benefit people.

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

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

9

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

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

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

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

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

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

Earnings in foreign currency Expenditure in foreign currency 19.

2010-11

2009-10

110.91

79.00

33.06

34.67

DIRECT ORS Y ST ATEMENT DIRECTORS ORS’’ RESPONSIBILIT RESPONSIBILITY STA Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors, based on the representations received from the Operating Management, confirm that:

20.

i.

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

ii.

they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii.

they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv.

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

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

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

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

On behalf of the Board of Directors

Pune, April 30, 2011

10

S RAMADORAI Chairman

Annexure I – Directors’ Report

EMPL OYEE ST OCK O WNERSHIPS SCHEMES EMPLO STOCK OWNERSHIPS a)

Tata Technolo gies Emplo y ees SSttock Option P lan ((T T TESOP – 2001) echnologies Employ Plan The status of the options granted and exercised as well as options forfeited during the financial year ended March 31, 2011 are as under: ESOPs as on March 31, 2011 Number of Options Granted, Forfeited and Exercised Options granted as on April 1, 2010

180803 Nil

Further options granted during the financial year 2010-11 Options exercised during the year

70664

Cashless options exercised during the year

Nil

Options lapsed/forfeited during the year

1600

Options granted as on March 31, 2011

108539

Options available for Grant b)

41257

Emplo yee SSttock P ur chase P am- SSer er ies IV (ESPP- SSer er ies IV Employ Pur urchase Prro gr grameries eries IV)) The Company had formed the “Tata Technologies Limited Employees Stock Option Trust” to manage and implement various stock based incentive programs for the employees of the Company. Under the Employees Stock Purchase Program- Series IV, the Non-Executive Directors accepted offers to purchase a total of 47,600 shares of the Company at Rs 223/- per share. The details are provided hereunder: No of shares applied

har es % tto o Total SShar hares applied during the year#

36,900

20,000

2.64%

9,200

9,200

1.22%

Name of Director

1

Mr S Ramadorai

2

Mr R Gopalakrishnan

3

Mr P P Kadle

9,200

9,200

1.22%

4

Mr C Ramakrishnan

9,200

9,200

1.22%

64,500

47,600

Total c)

No of shares offered

Sl No

Employees Stock Ownership Program 2010 (ESO 2010) The Company has made several offers to the employees of the Company’s subsidiaries to purchase shares of the Company and these previous offers required employees to sell the shares back to the Trust, in the event employee left the Company. The Trust over the last two years has accumulated substantial number of shares after repurchasing them from the employees who left the services of the Company. During the year, out of the repurchased shares, a total 7,09,000 shares were subscribed to by employees at Rs 223/- per share under 2 separate schemes and a total of 78 employees participated in those schemes. The list of top ten employees, who applied for the shares under the above offers, is as under: Sl No

Name of Employee

1 2 3 4 5 6 7 8 9 10

Mr Mr Mr Mr Mr Mr Mr Mr Mr Mr

Warren Harris John Howaniec Gopinath Jayaraj V Balaji Patrick McGoldrick* Richard Welford Craig Radomski Nick Sale Anand Bhade Kevin Fisher

No of shares offered

No of shares applied

% tto o Total SShar har es hares applied during the year#

100,000 50,000 50,000 45,000 40,000 35,000 35,000 35,000 35,000 25,000

100,000 50,000 50,000 45,000 40,000 35,000 31,000 30,000 30,000 25,000

13.22% 6.61% 6.61% 5.95% 5.29% 4.63% 4.10% 3.97% 3.97% 3.30%

*Managing Director of the Company #

Total shares applied during the year - 7,56,600 (7,09,000+47,600)

11

12

Agashe Suhas Chintaman** Agrawal P K** Arjunan K R** Asawale Ashok Sadashiv** Athale C P** Banerjee Subhra** Belgudri R A** Bhatlawande V R** Bidkar G D** Bridget Priya John** Cardozo Mildred** Debasish Sanyal** D’Souza Thomas A** Ghosh K K** Guha Subir K** Gupta Samrat Joshi V K** Joshi Ashok G Karnik N M** Krishna G S** Kumar Pushpendra**

Lanjekar S V** Lunkad P R** Malji Raju R** Mitra S R** Pandian R** Pandit Prashant Vasantrao** Patil Atul B**

Pillai Santosh G* Pingle N V** Prabhu N G** Rajasekaran T** Roy Abraham Rajasingh D** Sastry Rajasekhar R** Sawant V S** Shastry M N** Shete M S** Tarafdar Pravin** Umamaheswaran T N Vasu Suresh** Viswanath M K** Yajnik Samir

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21

22 23 24 25 26 27 28

29 30 31 32 33 34 35 36 37 38 39 40 41 42

49 53 57 59 48 40 59 54 46 56 49 42 44 48

56 53 45 56 49 39 47

56 59 43 57 59 55 54 53 60 31 52 49 60 54 58 38 60 55 53 56 46

Vice President - Enterprise Solutions Gr Team Leader Executive - Finance Vice President - Engineering Automation Team Leader Project Manager - PDM Solutions Developer - eCommerce Systems Officer - Operations General Manager - Commercial Team Leader - Global Quality Processes Chief Technology Officer Team Leader Project Manager - Enterprise Solutions President, Global Services & COO, APAC

Technical Consultant - Operations Executive - Marketing Sr. Executive - Retiral Benefits Junior Officer - Operations Project Manager - TSG Design Engineer Associate VP - Strategic Marketing

Chief Information Officer Program Manager - Enterprise Solutions Project Manager Program Manager - Enterprise Solutions Project Manager - PE Junior Officer - Administration Program Manager - Enterprise Solutions Program Manager - ESG Project Manager Team Leader - Enterprise Solutions Associate Manager - Human Resource Technical Consultant - Sys Intgn Design Engineer Head - Corporate Initiative Program Manager - Tata Engineering Chief Financial Officer Project Manager - PE Practice Head - Product Design and Valdn Store Officer Team Leader - Operations Project Manager

Age Designation/Nature of duties

4,488,227.00 970,101.00 938,406.00 8,254,809.00 863,782.00 1,444,999.00 674,272.00 650,088.00 3,930,334.00 1,172,365.00 6,967,405.00 1,121,365.00 1,957,058.00 12,097,539.00

773,822.00 776,032.00 776,996.00 635,047.00 2,272,699.00 924,039.00 3,028,756.00

5,027,622.00 3,657,506.00 1,175,049.00 2,984,946.00 3,405,838.00 623,406.00 2,673,551.00 2,556,808.00 1,709,239.00 772,470.00 1,177,817.00 582,180.00 772,437.00 6,390,263.00 5,743,160.00 7,795,733.00 1,967,974.00 6,103,296.00 788,196.00 1,463,162.00 2,913,419.00

Gross Remunaration

3,293,225.00 951,868.00 932,537.00 5,520,640.00 863,129.00 1,200,942.00 673,620.00 649,503.00 2,966,091.00 1,119,939.00 4,828,785.00 1,091,239.00 1,693,209.00 8,211,315.00

773,188.00 775,426.00 765,792.00 634,474.00 1,922,321.00 844,404.00 2,477,563.00

3,872,825.00 2,760,116.00 1,138,527.00 2,332,372.00 2,614,093.00 622,880.00 2,082,691.00 2,115,475.00 1,389,519.00 691,709.00 1,121,306.00 581,655.00 746,246.00 4,475,351.00 4,039,564.00 5,447,798.00 1,546,904.00 4,231,839.00 785,542.00 1,358,221.00 2,402,882.00

Net Remunaration

BA HSC B Com MATRIC, IA M.Tech B.E,ME B.E(Mech), M.E(Design), MS(Auto),MBA(Mkt) PGDM , BE M.Com SSC Btech ; DBM B.Sc, CA, MBA B.TECH , M.TECH ; PGDBM Intermediate BCOM M.Com; CA BA(Hons),DIP IN COMP M.Tech B.Sc Mtech M.S., B.Tech

BE(ELECT ),MMS PGDIE DME, PD-PMD B.E. (Mech) BE(Mech); DBM ; MDBA ;MIE BA B.E , M.E B E (Prod);AICWA D.M.E. B.E (Electronics) B.Com , DPM , PGDHRM B.Sc SSC; NCTVT M Tech ;Mech. Engg M.Sc.; PG DIPL.(OR &SQC) B’Com, MBA, CFA SSC ; Bcom ; DBM BE SSC B.Com B.Sc, B.E

Qualifications

26 28 34 36 14 15 37 30 23 36 26 15 17 26

32 32 23 36 16 11 21

32 34 21 32 34 32 30 25 41 9 25 9 41 30 34 14 42 33 34 34 21

Total experience

03.09.2007 01.04.1997 01.04.1997 01.04.1997 23.08.2004 08.12.2000 01.04.1997 01.04.1997 01.04.1997 21.09.1974 01.04.1997 01.12.2005 01.04.1997 01.04.2007

01.04.1997 01.04.1997 16.08.1998 01.04.1997 01.04.1997 07.06.2004 27.05.2003

Date of Commencement of employment 01.10.2001 01.04.1997 19.02.2001 01.04.1997 01.04.1997 01.04.1997 01.04.1997 01.07.1998 01.04.1997 08.10.2001 22.06.2000 01.12.2005 01.04.1997 01.04.1997 01.07.1998 18.04.2007 01.04.1997 01.04.1997 01.04.1997 01.04.1997 16.05.2005

Atos Origin India Pvt Ltd-Sr. General Manager-5 yrs Tata Motors Limited - Section Head - 15 Years Tata Motors Limited Personal Assistant 20Years Tata Motors Limited-Divisional Manager-5 yrs Blue Salon - Senior Accountant - 3 - Years NRB Bering Ltd. - Team Leader - 8 - Years Tata Motors Limited Sr Supervisor ( Systems ) 21Years Tata Motors Limited - Systems Officer 13 years Tata Motors Limited-Manager-2 yrs The Tata Iron & Steel co. Ltd. - Accountant (DCI) - 28 - Years Tata Motors Limited-Divisional Manager-4 yrs Tata Motors Limited - 11 years Tata Motors Limited Sr Systems Officer 1 month TTPL, Singapore-Vice President - EAG-5 yrs

Savant Software Inc-Executive Director-1 yr Tata Motors Limited-Manager-3 yrs Godrej & Boyce Mfg Ltd - Asst Manager - 11 - Years Tata Motors Limited - Manager Export Spares - 22 years Tata Motors Limited-Manager-3 yrs Tata Motors Limited - Junior Officer - 19 years Tata Motors Limited - 20 years SKF Bearing India Ltd.-Cost Controller-3 yrs Tata Motors Limited Engineer (Design) 28Years Accel ICIM Ltd. - MGR HR & Admin - 14 - Years Alstum Limited - Assistant Manager Systems - 12 years Tata Motors Limited - 29 years Tata Motors Limited-Sr Manager-3 yrs Tata Motors Limited-Sr Manager-4 yrs HCL-General Manger - Finance-6 mths Tata Motors Limited Sr Engineer (Design) 29Years Tata Motors Limited-Manager-8 yrs Tata Motors Limited Supervisor ( Systems ) 19Years Tata Motors Limited - Officer - 19 years John F. Welch Technology Center. Senior Manager- Automation - 4 - Years Tata Motors Limited Sr Supervisor ( Systems ) 17Years Tata Motors Limited Supervisor ( Systems ) 19Years Garware - Wall Ropes Ltd - Sr. Supervisor - 7 - Years Tata Motors Limited - Junior Officer - 23 years Tata Motors Limited Sr Systems Officer 2Years Group Antolin(India),Pune - Design Engineer - 2 - Years Onward Tech. ltd-Manager -1 yr

Last Employment/ Designation-Period

Place: Pune Date: April 30, 2011

S Ramadorai Chairman

For and on behalf of the Board

The Gross remuneration shown above is subject to tax and comprises of salary, allowances, monetary value of perquisites as per income-tax rules, and company’s contribution to provident fund and superannuation fund.

In addition to the above remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the company’s rules.

The net remuneration is arrived at by deducting from the gross remuneration, income-tax, company’s contribution to provident fund, superannuation fund, and the monetary value of non-cash perquisites, wherever applicable.

All the employees have adequate experience to discharge the responsibilities assigned to them.

The nature of employment in all cases is contractual.

None of the employees mentioned above is a relative of any Director of the company. * indicates that the employee was in service only for a part of the year. ** indicates employees seperated under Early Seperation Scheme.

Name

Sl no

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors’ Report for the year ended March 31, 2011

Seventeenth annual report 2010-11

Ta ta Technolo gies Limit ed echnologies Limited

Annexure II – Directors’ Report

Management Discussion & Analysis A. Company Overview Tata Technologies is a company of engineers, led by engineers, with more than 4,600 associates, representing 27 nationalities.

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

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

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

B. Manufacturing Industry Overview The global manufacturing industry was emerging from the recession in 2010-11, but companies remained cautious in Engineering Research and Development (ER&D) investments.

Projects had much longer decision cycles and were often divided into much smaller phases, with time delays between phases.

The situation began to improve, primarily in the latter half of the year, as companies gradually gained confidence in economic recovery. Throughout the recession, and continuing into the recovery, Tata Technologies’ relationships with clients allowed us to substantially enlarge our footprint, in many cases moving up the value chain, assuming more responsibility for projects. The manufacturing Enterprise Systems Group won major systems integration contracts for SAP application development and maintenance. Following a carefully calculated growth strategy, we successfully managed to grow our aerospace business beyond our long-established PLM engagements into aerostructures engineering, concept to tooling. We also entered adjacent industry verticals, Construction/Heavy Machinery.

Customer Concentration

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

13

Tata Technologies Limited

C. Industries Served

Revenue by industry 1.4%

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

1.4%

12.5%

Automotive Market

16.1% 68.8%

Automotive

Aerospace

Others

Energy

IM

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

33

12

33

21

Engineering & Design

Enterprprise System

PLM Services

PLM Products

EBITDA/Employee showing a positive trend

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

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

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

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

14

Case Studies

European Automotive OEM

North American Automotive OEM

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

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

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

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

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

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

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

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

The answer: Yes, we can.

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

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

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

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

Tata Technologies demonstrated the flexibility to combine their existing automotive SAP experience with that from my own SAP background, to present a programme methodology which is as good as, if not better than, any other SAP consulting organisation Jeremy Vincent, Chief Information Officer, Jaguar Land Rover

15

Tata Technologies Limited

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

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

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

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

The completion of the first phase is a crucial milestone.

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

Phase II of the G2 development has begun. It will include the design of a G2 working prototype. Phase III includes building preproduction prototypes for road testing and crash tests, as well as the design and building of a production facility.

Genovation’s long-term business plan envisions building 1,000 units at a time through manufacturing pods that require just a few robots, relying more heavily on teams of skilled workers.

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

Soon after, integration plans were set in motion between the two companies. As part of the integration of Jaguar Land Rover into Tata Motors, Tata Technologies was selected as the Application Transition Vendor to complete the transition of the Ford Business IT systems to JLR, in the summer of 2010.

The transition programme - code named SWIFT inside Ford and JLR - moved approximately 1500 business systems from a tightly integrated environment within Ford, into a stand-alone JLR hosted solution, employing an innovative “Clone & Go” technique.

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

16

Tata Technologies delivered industry-leading innovation for us at a substantial savings compared with bids from other engineering organizations.

Andrew Saul, CEO, Genovation Cars

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

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

While essentially an SAP deployment programme, TURBO has significant goals for Business Transformation, hence the programme’s tag line “Business Transformation, enabled by SAP”.

This substantial initiative, architected in a series of phases over a 2 – 5 year period, represents the largest SAP programme award given in the Manufacturing Sector during 2010-11.

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

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

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

Case Studies

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

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

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

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

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

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

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

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

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

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

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

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

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

17

Tata Technologies Limited

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

Case Study

Construction/Heavy Machinery, Industrial Giants Tap Tata Technologies Innovation Nothing can replace experience, but there can be times when experience gets in the way of progress.

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

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

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

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

Another major manufacturer of heavy equipment and farm

18

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

In both these cases, the customer was a Construction/Heavy Machinery company with a long track record of success.

However, the frugal engineering and innovation techniques can be applied to companies of all types and sizes.

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

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

Indian ER&D Offshoring Market The report confirmed that “the global corporate ER&D spend of the 11 verticals amounted to $320-340 billion USD in 2009, a share of about 55-60 percent of the total corporate ER&D spend.

Of this, currently offshored revenue is approx. $38 billion USD; and India’s share in this is approx. 21 percent, or $7.9 billion USD. Globally offshorable revenues are expected to reach between $90-100 billion USD, out of which India would garner a 40 percent share by 2020 – up to $40-45 billion USD.” “Major technology and ER&D initiatives are taking place across these verticals: Green technology – increasing fuel efficiency and use of alternate fuels (Aerospace, Automotive), robotics (Medical Devices, Industrial Automation, Construction/ Heavy Machinery), real-time monitoring to facilitate higher levels of control/reliability/efficiency (Industrial Automation, Construction/Heavy Machinery).”

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

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

2006

2009

2020 17%

1% 3% M edica l

32%

Devic es 4% Energy

8%

5%

Ma Heav chi y nar y

4%

8%

19%

Aerospace

structure ms 5% Infra e Syst ing put m o C 5%

8%

Total:USD 2-3 billion

Telecom

ctors ondu Semic

5%

7%

Automoti ve

11% 2% 3% 4%

16%

t in \ Other (noVerticals) Scope

Industrial Automation

Co Ele nsum ctr er on ics

13%

11%

10%

Total:USD 7.9 billion Verticals of interest: USD35-40 billion

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

factors.

Report; better than expected and returning to 2008 levels.

Companies that are keen to exploit the growth opportunity in the developing markets need to leverage India not just for cost arbitrage but also for innovative, frugal engineering capabilities.

We believe Tata Technologies is in a leadership position, because:

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

2. We are close to our customers’ key R&D centers, understanding their processes, challenges and opportunities, 3. Our capabilities-driven growth strategy in the automotive, aerostructures, construction/heavy machinery and adjacent industries, 4. And, based on our vehicle program management experience in both mature and emerging markets, we have moved up the value chain, achieving design responsibility for large scale, global projects, earning the trust of key clients, a first for India-based engineering services providers.

5.

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

E

PLM Market Overview

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

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

US $ (Billions)

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

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

Others

Focused Apps

NC Non-Buldled

SI/Reseller/VAR

EDA

Digital Manufacturing

MCDA-Design Focused

AEC

Simulation & Analysis

MCDA-Multi Discpline

Comprehensive CPDm

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

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

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

19

Tata Technologies Limited

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

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

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

Case Studies

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

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

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

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

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

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

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

Carl Meisner, Global Manufacturing Manager, Key Plastics

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PLM Transformation at TDCV Based on Engineering Expertise, PLM Insight Tata Daewoo Commercial Vehicles (TDCV), a Korea-based wholly-owned subsidiary of Tata Motors Ltd. (TML), faced several key market and business challenges following its merger with TML. The Company already had in place a legacy suite of applications addressing its needs in Product Data Management (PDM), engineering change management, and manufacturing applications interfaces. This legacy suite was insufficient to address demands for a broadening product portfolio, new product launches, and the fundamental shift from 2D to the 3D engineering and design process necessary to manage collaborative design processes, and data, with TML. The only way to meet these demands was with the introduction of a state-of-the-art PLM system, aligned with the TML environment that would transform the TDCV design and manufacturing programs. And the only way that TDCV executives found to effect that level of organizational transformation was with Tata Technologies.

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

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

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

Product launches 20% faster, due to tightly aligned design collaboration.

•

Overall time savings through joint development and design collaboration.

•

Successful introduction of MCV model in Korean market, earning a 40% market share.

•

A reduction, by 20-25% in the time necessary to release designs.

•

The ability to produce more complex products, and create an enhanced portfolio with 3D design enablement.

•

Tightly integrated CAD and EBOM, under single PLM system.

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

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

Jeong Woon Cho, Deputy General Manager, Technical Management Team, TDCV - Korea

21

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

F.

RISK MANAGEMENT REPORT Enterprise Risk Management Framework The Company has established a formal Enterprise Risk Management (ERM) process. This process is designed to identify potential events that, if they occur, will affect the Company. The process also helps manage risks within the Company’s risk appetite. It is expected that this process will provide reasonable assurance to the Company’s Executive Management and Board of Directors. The Company has adopted the recommendations on the Enterprise Risk Management framework provided by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

ERM Organization The Executive Management Team of the Company is responsible for implementing the Risk Management Framework under the direction of the Audit Committee of the Company, and the Audit Committee provides periodical updates to the Board of Directors of the Company. The Board monitors the overall performance of the Risk Management function.

Risk Management Activities The business model is subject to various uncertainties. To help achieve business objectives in a robust manner, the Company has identified some key risk factors. Various steps have been taken to manage these risks. The risk factors have been classified into External Risk Factors and Internal Risk Factors. The management has identified the following top 10 risks. isk FFac ac Ex nal R acttors Extter ernal Risk

ac In nal R isk FFac acttors Intter ernal Risk

1. Competitive Environment

1. Revenue Concentration

2. Inability to do business with Tata Motors’ competitors

2. Project Execution and Management

3. Exchange Rate Fluctuations

3. Human Resources Management

4. Customer Bankruptcies

4. Customer Acquisition

5. Immigration Regulations

5. Suppliers’ bargaining power in Product Solutions division

Ex nal R isk FFac ac Extter ernal Risk acttors 1.

Competition Risk The Company faces direct competition from the large and medium players in India, as well as from international players in the IT and engineering services sectors. Competition from players in the U.S.and Europe are also a cause of concern for the non-captive business. This could reduce the business prospects of the Company in future. The potential competition would be:

In-house IT and engineering departments of large corporations setting up captive operations in India and the APAC region.

Competition from established IT service providers moving into engineering

Competition from well-established western engineering service providers, as we increasingly work in this space.

Risk Management Activities The Company has ensured its direct presence across geographies through the Company’s subsidiaries, JVs and branch offices. This should help the Company tap major markets across the globe. Through the matured offshore development systems and the conscious efforts to move towards value-added

22

services, the Company is looking for deeper penetration of existing customers. We are also investing in developing niche areas of services such as Full Vehicle Development Program (VPD) etc. The Company is also striving for long term multi-year contracts and improving Global Engagement Model (GEM).These niche practices position the Company as a focused player and help manage competition risk.

To beat the competition on its head, the Company has established the Vehicle Programs & Development (VPD) Group, which employs a multidimensional engineering approach to vehicle development by providing various solutions including styling, Knowledge Based Engineering(KBE), CAE, CAD and DMU and Complete Vehicle Integration.

2.

Inabilit y tto o do business with Tata M ot ors C omp etit ors Inability Mot otors Comp ompetit etitors Tata Motors Limited ( TML), the parent Company, is perceived to be a competitor by many global automotive companies. The Company is facing this risk while positioning itself as established player in the domestic and international market.

Risk Management Activities Company has taken steps to build a valued relationship with its prospective customers and positioning itself as independent entity from the parent company. Recently, the Company also diluted its parent Companyâ&#x20AC;&#x2122;s ownership through preferential allotment to two Private Equity Funds.

As part of the strategy, the Company has from the beginning kept its business with TML separate from its business with other automakers. The Companyâ&#x20AC;&#x2122;s continues to focus growth with non-TML competitors and with complementary industries.

3.

Exchange Rate Fluctuation Risk We are exposed to the impact of changes in foreign currency exchange rates, due to the fact that considerable revenue comes from outside of India and it may have negative impact of currency fluctuations on operating results.

Risk Management Activities The Company has natural hedge due to its diversified locations across geographies, the Company incurs the expenses in local currency which is to be met through receipts in same currency. The Company also has taken appropriate foreign exchange cover and spreading our revenues across the various geographies. Our Company follows a prudent forex policy.

4.

Customer Bankruptcy Risk The Company operates in the automotive and aerospace industry which is prone to Bankruptcy due to unstable economic situation, huge investments etc. and the Company attracts this inherent risk.

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

Risk Management Activities The Company has implemented a policy for improving credit checks and active monitoring of receivables. The Company also intends to de-risk its customer portfolio. The Company also adopted a prudent provisioning policy which is based on days outstanding of receivable instead of case by case provisioning.

5.

Immigration Risk Risks arising out of country specific legislative changes including restrictions on issuing work visas by foreign governments, as well as to variations in standards of application and enforcement due to political forces and economic conditions.

23

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

Risk Management Activities The Company is taking conscious efforts to maintain the diversified operations in countries across the world as appropriate. The Company is also acquiring and maintaining preferred status with consulates. The Company has from the beginning had a hire local policy. The Company further mitigates immigration risk by focusing on maintaining the correct onshore-offshore content in engagements with appropriate mix of local staff for onshore.

The Company has taken a major initiative to train its support staff based on various locations to comply with all the immigration laws applicable respective location and has robust system in place to comply with all the applicable provisions.

In nal R isk FFac ac Intter ernal Risk acttors 1.

Revenue Concentration Since revenues from the U.S. constitute a significant part of the Company’s total non-captive revenue, the state of the U.S. economy remains a major concern. The Company has an exposure to various inherent risks in any single business segment due to high revenue concentration and there is always a risk of loss of customer or delay/reduction in the number of new purchase orders due to many factors such as: Geographic concentration - risks arising out of economic condition, global trade policies,local laws,

political environment and work culture of specific countries.

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

in industry characteristics.

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

nature of each service.

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

business.

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

Risk Management Activities The Company has spread its operations across the globe, thereby reducing its dependence on any single market. The Company is increasing its efforts in geographically diversifying its clients and revenue. The Company also is monitoring geographical concentration of revenue on a periodic basis to maintain balance, and performing the following activities on periodical basis: Focus on geographical diversification and relationship-building in specific markets.

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

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

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

Training of sales team members.

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

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

competitive advantage including acquisition of companies/technologies/captives.

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

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

24

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

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

Monitoring onsite and offshore mix.

Securing multi-year contracts.

2.

Project Execution & Management Risk The Company is delivering high-quality engineering and software solutions to its clients but it involves uncertainties which has impact on the budgeted time and cost and it ultimately affects the profitability of the Company.

Risk Management Activities The Company has rolled out Global Engagement Model (GEM) which is a consolidation of best practices from the delivery centersaround the world. The Company implemented “Delivery” module in over 80 ongoing projects. GEM helps present a consistent, “common face” of the Company to the customer. GEM is a key project management methodology that addresses how the Company engages with its customers for all Engineering Services Outsourcing (ESO) programs. The objectives of this methodology are to: Reduce the amount of effort required to respond to client Improve the program execution and thus deliver on time Respond quicker to client requirements Set a foundation for change within the Company Standardize practices across global teams

3.

HR related Risks The professionals working in the Company are the key assets. The nature of business demands that the Company has adequate professionals with required skill sets at any point of time to meet the customer demands. Considering the high level of turnover of professionals in our industry, the Company could face difficulties in attracting and retaining the necessary work force at any given point of time which may result in loss of business opportunities.

Risk Management Activities The Company is improving employee engagement through various HR initiatives such as ‘ConeXion’ (engagement survey conducted globally by Gallup once in two years), ‘One-to-One Dialogue’ an initiative to connect with employees after every 121 days by HR Business Partners.

Further, Leadership stays in touch with employees through skill level meetings and Employee Briefing sessions (held simultaneously across all geographies and locations). These sessions are coupled with ‘Open House’, a quarterly briefing session used by the Tata Technologies leadership team to disseminate latest information and updates about the Company followed by an open forum for employees.

The Company is also establishing campus-connect initiatives and partnership with leading institutes inside and outside the Country where appropriate. The Company is focused towards identifing competencies required to deliver value and groom professionals along multiple dimensions: technology, domain, leadership and management.

25

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

The Company is focusing on maturing its HR processes as per Tata Business Excellence Model (TBEM) and People Capability Maturity Model (PCMM) at all locations and to reinforce role based organization structure to facilitate empowerment, rapid decision making and assignment of responsibilities.

The Company has an effective Talent Acquisition function to ensure that the proper selection and recruitment process is in place to attract qualified professionals. The Company also has a Learning Center function which periodically provides training to its employees to support the growing and varied business requirements. The Human Resources (HR) function ensures that the appropriate talent in the industry is attracted and retained. Efforts are also taken to increase the level of employee satisfaction. As a part of retention strategy, the Company has implemented the various Employees Stock Options Schemes and Employees Stock Purchase Schemes for its employees.

4.

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

Risk Management Activities The Company has deployed Strategic Go-to-Market plan and is taking constant efforts to improve customer acquisition processes and discipline. The Company has also nominated the Executive sponsors for its key accounts. Further, the Customer Relationship Management (CRM) system matured across all territories/countries with process and technology improvements across areas such as Quoting, Pre-Sales, Sales-Delivery Integration, and Visibility to Customer Billing & Payables. The management is closely monitoring the health of sales pipeline, conversions ratios etc. periodically.

5.

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

Risk Management Activities The Company’s risk is not greater than any other channel partner in its competitive landscape. Each of these partners is unique, but shares common attribute in the complexity of their evolving distribution strategies. The nature of their business model generates frequent changes to account coverage, market support, and availability of margins to partners. The Company has a constant focus on mitigating these factors through executive relationships, good partner management practices, and maintaining strong performance in the Company’s field operations.

G.

FINANCIAL PERFORMANCE DISCUSSION WITH RESPECT TO OPER ATIONAL PERFORMANCE OPERA The financial performance of Tata Technologies Ltd ‘the Company’ as per Indian GAAP is discussed hereunder in two parts:

26

1.

Tata Technologies Ltd (Unconsolidated) which excludes the performance of subsidiaries the Company of the Company and its share in Joint Venture Company.

2.

Tata Technologies Ltd (Consolidated) which includes performance of subsidiaries of the Company and its share in Joint Venture Company (Group Companies). The Consolidated Financial Statements bring out comprehensively the performance of the Tata Technologies group and are more relevant for understanding the overall performance of the Tata Technologies group. The financial statements are prepared in compliance with the Companies Act, 1956 and generally accepted accounting principles in India.

3.

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

27

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

28

29

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

4.

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

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

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

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

RESUL TS OF OPER ATIONS - Tata Technolo gies Lt d. (UNC ONSOLIDA TED) RESULT OPERA echnologies Ltd (UNCONSOLIDA ONSOLIDATED) The Management’s Discussion and Analysis given below relates to the financial statements of the Company (Unconsolidated). The discussion should be read in conjunction with the financial statements and related notes for the year ended March 31, 2011.

The following table gives an overview of the financial results of the Company (Unconsolidated): 2010-11 INCOME Income from Service Sale of Products Other Income Total Inc ome Income

2009-10

Rs. in crore

%of Income

Rs. in crore

%of Income

%of Variance

422.50 70.18 12.07 504.75

83.70% 13.90% 2.40% 100.00%

342.93 39.46 9.41 391.80

87.53% 10.07% 2.40% 100.00%

23.20% 77.85% 28.27% 28.83%

56.41 47.06 222.02 35.69 361.18 143.57

11.18% 9.32% 43.99% 7.07% 71.56% 28.44%

30.86 27.08 184.29 31.19 273.42 118.38

7.88% 6.91% 47.04% 7.96% 69.79% 30.21%

82.79% 73.78% 20.47% 14.41% 32.10% 21.28%

1.70 14.77 127.10 30.05

0.33% 2.93% 25.18% 5.95%

1.71 9.37 107.30 30.93

0.43% 2.39% 27.39% 7.90%

(0.24%) 57.63% 18.45% (2.85%)

97.05

19.23%

76.37

19.49%

27.07%

EXPENDITURE Cost of Traded Items & Services Consultancy fees, Softwares and other Payroll and Related Expenses Operations and Other Expenses Total Exp enditur e Expenditur enditure Profit before Finance Charges, Depreciation and Taxes Finance Charges Depreciation and amortization Profit before Taxes Provision for taxes including deferred tax Net Profit from Operations after taxes INCOME Income from Operations The Company’s revenue consist mainly of income from services and sale of products. The Company provides services either on time and material basis or fixed price basis. The Company’s revenue from services on time and materials contracts is recognized when services are rendered and related costs are incurred. In case of fixed price contracts, revenue is recognized over the life of the contract based on milestones achieved as specified in the contracts or by proportionate completion method on the basis of the work completed. Foreseeable losses on such contracts are recognized when probable. Revenue from rendering Annual Maintenance Services is recognized proportionately over the period of contract. Revenue from third party software products and hardware sale is recognized upon delivery.

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

30

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

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

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

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

EXPENDITURE Cost of Traded IIttems and SSer er vic es ervic vices Cost of Traded items and services represents cost of products traded during the period under reference.

Total cost of traded items and services in fiscal 2011 was Rs. 56.41 crore, an increase of 82.79% over the costs of Rs. 30.86 crore in fiscal 2010. This increase is attributable to overall increase in income from the sale of products. As mentioned earlier, revenues from sale of products increased to Rs. 70.18 crore in fiscal 2011 from Rs. 39.46 crore in fiscal 2010, an increase of 77.85%.

Consultancy Fees, Softwares and Others Consultancy Fees represents outsourcing charges paid to the third parties towards various jobs outsourced.

The cost of softwares represents the purchase cost of softwares for internal use for enhancing the quality of services and also meeting the needs of the customers. Total consultancy fees, softwares and others in fiscal 2011 was Rs.47.06 crore, an increase of 73.78% over the total consultancy fees, softwares and other cost of Rs.27.08 crore in fiscal 2010. Total consultancy fees, softwares and others as a percentage of total income was 9.32 % in fiscal 2011 (6.91% in fiscal 2010). This increase is attributable to deployment of more contractual professionals and increase in volume of outsourcing works during fiscal 2011 as compared to fiscal 2010.

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

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

Pr ofit b ef or e FFinanc inanc eC har ges epr ecia tion and amor tiza tion and Tax es bef efor ore inance Char harges ges,, D Depr eprecia eciation amortiza tization axes The profit before finance charges, depreciation and amortization and taxes in fiscal 2011 was Rs.143.57 crore, an increase of 21.28% from Rs.118.38 crore in fiscal 2010. The profit as a percentage of income has come down from 30.21% in fiscal 2010 to 28.44% in fiscal 2011.

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

31

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

Depreciation and Amortization Depreciation and Amortization charges increased from Rs 9.37 crore in fiscal 2010 to Rs.14.77 crore in fiscal 2011 an increase of 57.63%. In terms of total income the depreciation and amortization charge was 2.93% of total income in fiscal 2011 (2.39% in fiscal 2010).

Pr ofit b ef or e Tax es bef efor ore axes The Profit before Taxes in fiscal 2011 was Rs.127.10 crore, an increase of 18.45% from Rs. 107.30 crore in fiscal 2010. In terms of total income, the Profit before Taxes went down from 27.39% in fiscal 2010 to 25.18% in fiscal 2011.

Pr ovision ffor or Taxa tion axation Income tax expense comprises the current tax and the net change in the deferred tax assets and liabilities in the applicable fiscal period. The Company benefits in India from certain tax incentives under section 10A of the Income Tax Act, 1961, for the IT services exported from designated ‘Software Technology Parks.’

The tax expense decreased from Rs.30.94 crore in fiscal 2010 to Rs.30.06 crore in fiscal 2011. This represented 5.95% of the total income in fiscal 2011 (7.9% of the total income in fiscal 2010). The effective tax rate (total tax expenses including deferred tax/profit before tax*100) in fiscal 2011 reduced to 23.64% from 28.82% in fiscal 2010.

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

FINANCIAL POSITION - Ta ta Technolo gies Lt d. (UNC ONSOLIDA TED) echnologies Ltd (UNCONSOLIDA ONSOLIDATED) Share Capital Particulars

Amount in Rs. Crore As at Mar 31, 2011

As at Mar 31, 2010

60.00

60.00

0.70

0.70

Total

60.70

60.70

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

37.32

37.24

Total

37.32

37.24

Authorised: 60,000,000 ordinary shares of Rs. 10/- each (P. Y. 60,000,000 ordinary shares of Rs. 10/- each) 700,000 0.01% Cumulative Non- participative Compulsarily convertible Preference Shares of Rs. 10/- each.

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

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

32

Reserves and Surplus A summary of reserves and surplus is as under: Amount in Rs. Crore Particulars

As at Mar 31, 2011

As at Mar 31, 2010

216.37

208.97

Securities Premium identified for Consolidation adjustment

23.91

29.34

General Reserves

34.65

24.65

Profit & Loss Account

128.62

93.66

Total

403.55

356.62

Securities Premium

Securities Premium Account Amount in Rs. Crore Particulars

As at Mar 31, 2011

As at Mar 31,2010

208.97

255.38

Additions during the year

0.50

0.25

Adjustments during the year

6.90

(17.32)

Securities Premium identified for Consolidation adjustment

0.00

(29.34)

216.37

208.97

As at the beginning of the year

Total

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

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

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

Shareholdersâ&#x20AC;&#x2122; funds The total shareholder funds increased to Rs.440.87 crore as at 31st March 2011 from Rs. 393.86 crore as of the previous year end. The basic earnings per share increased to Rs.26.04 as at 31st March 2011 compared to Rs.20.54 as of the previous year end.

Secured Loans Secured Loans as at the end of fiscal 2011 aggregated Rs. 1.22 crore (Rs. 0.40 crore at the end of fiscal 2010). This is due to increase in car loans taken from Banks and other than banks from Rs.0.40 crore as at 31st March 2010 to Rs.0.88 crore. Further, during the year, the Company took computer equipment on finance lease basis. As a result, Rs.0.33 crore was outstanding as a secured loan as at 31st March 2011 compared to no such loan outstanding at the end of the previous year.

Unsecured Loans Unsecured Loans at the end of fiscal 2011 aggregated to Rs. 48.45 crore (Rs. 40.53 crore at the end of fiscal 2010). The said amount represents unsecured PCFC loan and Buyers Credit (foreign currency loan) taken from a bank. The Company has not provided any security towards the said loan.

33

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

Fixed Assets A statement of movement in fixed asset is as follows: Amount in Rs. Crore Particulars

As at Mar 31, 2011

As at Mar 31, 2010

% of Change

4.09

4.09

0.00%

Buildings

22.76

22.18

2.61%

Plant & Machinery

55.82

50.64

10.23%

Plant & Machinery on lease

0.35

0

100.00%

Furniture & Fixtures

6.34

5.98

6.02%

Vehicles

2.41

2.44

-1.23%

Leasehold Land

Software Licenses Total

44.29

38.08

16.31%

136.06

123.41

10.25%

Less: Accumulated Depreciation

65.49

54.76

19.59%

Net Block

70.57

68.65

2.80%

1.35

0.62

117.74%

71.92

69.27

3.83%

Add: Capital work in progress Net Fixed Assets

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

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

Investments A summary of the Companyâ&#x20AC;&#x2122;s investments is given below: Amount in Rs. crore Particulars

As at Mar 31, 2011

As at Mar 31, 2010

218.91

218.91

(a) Long-term investments i) Investment in Subsidiary companies ii) Investment in Joint Venture Company (b) Current Investments ( In Units of Mutual funds) Total

4.32

2.73

96.08

44.10

319.31

265.74

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

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

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

34

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

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

Loans and Advances A summary of loans and advances of the Company is given below: Amount in Rs. crore Particulars Loans & Advances to Employees

As at Mar 31, 2011

As at Mar 31, 2010

1.51

1.50

(0.04)

(0.04)

Advances to Suppliers, Contractors & Others

5.67

10.33

Interest Accrued on Deposits

0.58

0.06

Loan to Subsidiary Company

2.63

9.13

ICD with Tata Motors Ltd. (Holding Company)

0.00

55.00

Deposits With Government, Public Bodies and Others

0.79

0.72

Prepaid Expenses

0.83

1.39

Less: Provision for Doubtful Loans & Advances to Employees

Advance Payments against Taxes (net)

23.79

32.64

Total

35.76

110.73

As can be seen from the above information, Loans and Advances as on March 31, 2011 were Rs.35.76 crore (Rs.110.73 crore as on March 31, 2010). Significant items of Loans and Advances were as under: Advance to suppliers, contractors and others was Rs.5.67 crore as on March 31, 2011 (Rs.10.33 crore as on March 31, 2010) and Advance payments against taxes (net) was Rs.23.79 crore (Rs.32.64 crore as on March 31, 2010).

Current Liabilities A summary of current liabilities of the Company is given below: Amount in Rs. crore Particulars

As at Mar 31, 2011

As at Mar 31, 2010

Sundry Creditors Advance & Progress Payment Unpaid Dividend Other Liabilities

79.03 0.42 0.48 3.49

69.04 0.70 0.25 1.83

Total

83.42

71.82

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

35

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

Provisions A summary of the provisions of the Company is given below: Amount in Rs. crore Particulars

As at Mar 31, 2011

As at Mar 31, 2010

0.93

0.62

Provision for Taxation

18.64

26.03

Provision for Tax on Dividend

3.02

4.32

Provision for Staff Welfare Schemes

7.28

6.99

29.87

37.96

Proposed Dividend

Total

As can be seen from the above table, the decrease in provisions is mainly attributable to proposed dividend amounting to Rs.26.03 crore as at 31st March 2010 as against Rs.18.64 crore as at 31st March 2011.

Proposed divided represents the final dividend recommended to the shareholders. Upon approval of the shareholders in the Annual General Meeting, the same will be paid to the shareholders.

Cash Flow - TTL (Unconsolidated) Cash Flow from Operating Activities Amount in Rs. Crore Particulars

2010-11

2009-10

Increase/ (Decrease)

Net Profit after Taxation

97.05

76.37

20.68

Depreciation

14.76

9.37

5.39

Provision for Income Tax

38.00

30.34

7.66

Provision for Deferred Tax

(3.82)

0.59

(4.41)

Others

(5.62)

(0.06)

(5.56)

140.37

116.61

23.76

(2.16)

10.44

(12.60)

Advance Tax / Tax Deducted at Source

(28.89)

(34.83)

5.94

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

109.32

92.22

17.10

Operating profit before Working Capital Changes Effect of change in working capital

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

Cash Flow from Investing Activities Amount in Rs. Crore Particulars (Payment) /Refund of Loan to/from Subsidiary

2009-10

Increase/ (Decrease)

6.52

6.57

(0.05)

(1.59)

(0.99)

(0.60)

(271.00)

(229.00)

(42.00)

326.00

216.00

110.00

5.53

5.81

(0.28)

(367.83)

(310.05)

(57.78)

315.85

292.96

22.89

(7.58)

(27.94)

20.36

Other investing activities

2.41

0.95

1.46

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

8.31

(45.69)

54.00

Investment in Joint Venture Inter Corporate Deposits Placed Inter Corporate Deposits Refunded Interest received from Inter corporate Deposit Purchase of Mutual Fund Sale of Mutual funds Payment for Purchase of Fixed Assets

36

2010-11

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

Cash Flow from Financing Activities Amount in Rs. Crore Particulars Proceeds from issue of shares under ESOP Scheme including Premium Interest Paid

2010-11

2009-10

Increase/ (Decrease)

0.07

0.31

(0.24)

(1.69)

(1.71)

0.02

(60.54)

(9.76)

(50.78)

Proceeds from Short Term borrowings

10.61

0.12

10.49

Proceeds from Long Term borrowing

1.31

0.20

1.11

(0.48)

(0.56)

0.08

(50.72)

(11.40)

(39.32)

Dividends Paid (including Dividend Tax)

Repayment of Long Term borrowings NET CASH FLOW (USED IN)/GENERATED FROM FINANCING ACTIVITIES Cash Position

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

Tata Technolo gies Lt d. (C ONSOLIDA TED) echnologies Ltd (CONSOLIDA ONSOLIDATED) The Management Discussion and Analysis below relates to the consolidated financial statements of the Company (includes the results of its subsidiaries and the Companyâ&#x20AC;&#x2122;s share in Joint Venture Company).

The Discussion should be read in conjunction with the financial statements and related Notes to the Consolidated Accounts of the Company for the year ended March 31, 2011.

2010-11 Rs. Crore

% of Income

2009-10 Rs. Crore

% of Income

% of Variance

Income from Services

881.86

69.54%

786.81

71.74%

12.08%

Sale of Products

367.46

28.98%

283.57

25.86%

29.58%

1,249.32

98.52%

1,070.38

97.60%

16.72%

18.74

1.48%

26.31

2.40%

(28.77%)

1,268.06

100.00%

1,096.69

100.00%

15.63%

266.28

21.00%

188.06

17.15%

41.59%

Consultancy fees, Softwares and others

151.02

11.91%

178.82

16.31%

(15.55%)

Payroll and Related Expenses

546.87

43.13%

486.52

44.36%

12.40%

Other Operating Expenditure

97.73

7.70%

90.59

8.26%

7.87%

1,061.90

83.74%

943.99

86.08%

12.49%

206.16

16.26%

152.70

13.92%

35.01%

7.37

0.58%

12.05

1.10%

(38.84%)

18.87

1.49%

14.68

1.34%

28.54%

179.92

14.19%

125.97

11.49%

42.83%

40.90

3.23%

34.97

3.19%

16.96%

139.02

10.96%

91.00

8.30%

52.77%

INCOME INCOME

Sub Total Other Income Total Income EXPENDITURE Cost of Traded Items & Services

Total Expenditure Profit before finance charges, depreciation and taxes Finance Charges Depreciation and amortization Profit before taxes Provision for taxes (including deferred tax) Profit after Taxes

37

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

INCOME Income from Operations The Company’s revenue increased in fiscal 2011 to Rs.1,249.32 crorefrom Rs.1,070.38 crore in fiscal 2010.

Services revenue were 69.54%of total income (71.74% in fiscal 2010) and increased by 12.08% from Rs. 786.81 crore in fiscal 2010 to Rs.881.86 crore in fiscal 2011. Consolidated revenues from sale of products increased by 29.58% from Rs.283.57 crore in fiscal 2010 to Rs.367.46 crore in fiscal 2011.

Revenue by Segments: The classification of revenues of the Company by geography is given below: Amount in Rs. Crore 2010-11

% of Revenue

2009-10

% of Revenue

India

387.43

31.01%

303.78

28.38%

US

460.10

36.83%

374.91

35.03%

Europe

387.60

31.02%

364.27

34.03%

ROW

14.19

1.14%

27.42

2.56%

Total

1249.32

100.00%

1070.38

100.00%

Geography

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

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

Other items of Operations and other expenses Operating and Other Expenses increased from Rs.90.59 crore in fiscal 2010 to Rs. 97.73 crore in fiscal 2011.

In terms of total income, this reduced from 8.26% in fiscal 2010 to 7.70%in fiscal 2011. The increase is primarily due to increase of administration and marketing expenses. Administration and marketing expenses amounting to Rs.78.64 crore was incurred in fiscal 2011 as against of Rs.75.25 crore during the previous year. The administrative and marketing cost primarily increased due to increase of Travel and conveyance cost from Rs.29.83 crore in fiscal 2010 to Rs.35.47 crore in fiscal 2011.

Pr ofit b ef or e FFinanc inanc eC har ges epr ecia tion and amor tiza tion and Tax es bef efor ore inance Char harges ges,, D Depr eprecia eciation amortiza tization axes The profit before finance charges, depreciation and amortization, taxes (PBIDT) in fiscal 2011 was Rs.206.16 crore, an increase of 35.01% from Rs.152.70 crore in fiscal 2010. The profit as a percentage of total income was 16.26% in fiscal 2011 (13.92% in fiscal 2010). The increase in the PBIDT as a percentage of total income in fiscal 2011 is attributable to increase in offshore revenues and reduction in operating cost, particularly employee costs and consultancy,softwares and others .

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

Depreciation and amortization Depreciation and amortization charge increased from Rs. 14.68 crore in fiscal 2010 to Rs.18.87 crore in fiscal 2011, an increase of 28.54%. In terms of total income the depreciation and amortization charge was 1.49% in fiscal 2011 and 1.34%in fiscal 2010.

38

Pr ofit b ef or e Tax es bef efor ore axes The Profit before Taxes in fiscal 2011 was Rs.179.92 crore, an increase of 42.83% from Rs.125.97 crore in fiscal 2010. In terms of total income the profit went up from 11.49% in fiscal 2010 to 14.19% in fiscal 2011.

The increase in profit before tax can be attributed to margin expansion of PBDIT of 270 basis points.

Pr ovision ffor or Taxa tion axation Income tax expense comprises tax on income from operations in India and foreign tax jurisdictions. Income tax payable in India is determined in accordance with the provisions of the Income Tax Act, 1961. Tax expenses relating to overseas operations are determined in accordance with tax laws applicable in countries where such operations are carried out. The Company benefits in India from certain tax incentives as explained earlier. The Companyâ&#x20AC;&#x2122;s consolidated tax expense in fiscal 2011 increased to Rs.40.90 crore from Rs.34.97 crore in fiscal 2010. This represented 3.23% of the total income in fiscal 2011 (3.19 % in fiscal 2010). The effective tax rate (total tax expenses including deferred tax/profit before tax*100) in fiscal 2011 reduced to 22.73% from 27.76% in fiscal 2010.

Net Profit after taxes from operations The Companyâ&#x20AC;&#x2122;s net profit (Consolidated) registered a growth of 52.77% from Rs.91 crore in fiscal 2010 to Rs.139.02 crore in fiscal 2011. Net profit margin on the total income went up from 8.30% in fiscal 2010 to 10.96% in fiscal 2011, an increase in net profit margin of 2.66%.

FINANCIAL POSITION - Tata Technolo gies Lt d. (C ONSOLIDA TED) echnologies Ltd (CONSOLIDA ONSOLIDATED) Share Capital Amount in Rs. Crore Particulars

As at Mar 31, 2011

As at Mar 31, 2010

60.00

60.00

0.70

0.70

Total

60.70

60.70

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

37.32

37.24

Total

37.32

37.24

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

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

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

Reserves and Surplus Amount in Rs. Crore Particulars Capital Reserve Securities Premium General Reserves

As at Mar 31, 2011 As at Mar 31, 2010 0.65

0.65

216.37

208.97

34.83

24.83

Profit & Loss Account

196.33

119.39

Translation Reserve

(17.73)

(43.88)

Total

430.45

309.96

39

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

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

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

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

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

For the purpose of consolidation, the financial statements of foreign subsidiaries have been translated into its immediate parent companies currency and the same has been on the following basis: All income and expenses items are converted at the average rate of exchange applicable for the year. All assets and liabilities are translated at the closing rate as on the balance sheet date. The resulting exchange differences on account of translation at the year end are transferred to translation reserve. As a result, Translation Reserve Account as on March 31, 2011 stood at Rs.(17.73) crore. As on March 31, 2010 the balance in this account stood at Rs (43.88) crore.

Loans Secured Loans Amount in Rs. Crore Particulars Cash Credit Account from banks Vehicle Loans from Banks and others Other loans (obligations under finance lease) Total

As at Mar 31, 2011 As at Mar 31, 2010 24.52

24.78

0.89

0.40

0.33

-

25.74

25.18

Secured Loans at the end of fiscal 2011 were Rs.25.74 crore (Rs.25.18 crore as on March 31, 2010). Cash credit facility from banks is secured by hypothecation of book debts/accounts receivables and movable fixed assets (excluding certain vehicles). Vehicle loans are secured by hypothecation of vehicles financed.

Further, during the year, the Company has taken computer equipments on finance lease basis. As a result, Rs.0.33 crore was outstanding as obligations under finance lease as at 31 st March 2011 and no such balance was outstanding as at the end of the previous year.

Unsecured Loans Amount in Rs. Crore Particulars

As at Mar 31, 2011

As at Mar 31, 2010

48.89

39.93

5.20

6.79

Term Loan

222.92

225.85

Total

277.01

272.57

Short Term Foreign Currency Loans from Banks Long Term Foreign Currency Loans from Banks

40

Unsecured Loans at the end of fiscal 2011 were Rs.277.01 crore, against Rs.272.57 crore at the end of the fiscal 2010. The amount of increase in unsecured loan amounts as compared to the previous year is not material.

Fixed Assets Addition to the Gross Block excluding capital work-in progress and exchange fluctuations in fiscal 2011 amounted to Rs.23.58 crore (Rs.30.32 crore in fiscal 2010). The significant items of additions in fiscal 2011 were: (a) Buildings Rs.0.57 crore (Rs.0.10 crore in fiscal 2010), (b) Plant and machinery Rs.11.15 crore ( Rs.3.27 crore in fiscal 2010 ) (c) Furniture and fittings Rs.3.63 crore (Rs.1.17 crore in fiscal 2010), (d) Vehicles Rs.1.44 crore (Rs.0.68 crore in fiscal 2010) and(e) Software licenses Rs.6.79 crore (Rs.25.10 crore in fiscal 2010).The amount in capital work-in-progress was Rs.8.14 crore as on March 31, 2011 (Rs.0.62 crore as on March 31, 2010). The Company has a capital commitment of Rs. 16.84 crore as at 31st March 2011 as compared to Rs.3.78 crore as at 31st March 2010.

Goodwill on Consolidation Goodwill on consolidation as at March 31, 2011 was Rs.344.56 crore (As at March 31, 2010 was Rs.328.88 crore).This amount is appearing in the books of Tata Technologies Pte Ltd on account of Incat acquisition.

For the purpose of consolidation, the said amount has been translated. Consequently, on account of translation impact there is a movement in this account in fiscal 2011 as compared to fiscal 2010. Details of the movement have been provided in the notes to accounts of consolidated financial statements.

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

Def er sset (N et) efer errred Tax A Asset (Net) The Company has deferred tax asset (net) of Rs.8.59 crore as at March 31, 2011 (Rs.8.91 crore as at March 31, 2010). The primary reasons for decrease in deferred tax asset is attributable to the difference in provision for depreciation and provision for expenses under section 43B of the Income Tax Act and other timing differences between book profit and tax profit.

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

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

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

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

41

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

Loans and Advances Amount in Rs. Crore Particulars

As at Mar 31, 2011 As at Mar 31, 2010 5.02

7.10

Less: Provision for Doubtful Loans & Advances to Employees

(0.04)

(0.04)

Advances to Suppliers, Contractors & Others

24.16

15.91

Interest Accrued on Deposits

0.59

0.06

ICD with Tata Motors Ltd. (Holding Company)

0.00

55.00

14.35

0.00

2.72

2.06

Prepaid Expenses

17.79

17.12

Advance Payments against Taxes (net)

30.51

32.56

Total

95.10

129.77

Loans & Advances to Employees

Loan to Associate & Others Deposits With Government, Public Bodies and Others

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

Current Liabilities Amount in Rs. Crore Particulars

As at Mar 31, 2011

As at Mar 31, 2010

180.55

168.41

Advance & Progress Payment

3.75

11.76

Unpaid Dividend

0.48

0.25

Unearned Income

35.44

30.57

Other Liabilities

16.09

9.93

0.57

0.59

236.88

221.52

Sundry Creditors

Interest accrued but not due Total

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

Provisions Amount in Rs. Crore Particulars

As at Mar 31, 2011

As at Mar 31, 2010

4.83

2.79

18.64

26.03

Provision for Tax on Dividend

3.02

4.32

Provision for Staff Welfare Schemes

7.78

7.40

34.27

40.54

Provision for Taxation (net) Proposed Dividends

Total

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

42

CASH FL O W - Tata Technolo gies Lt d. (C ONSOLIDA TED) FLO echnologies Ltd (CONSOLIDA ONSOLIDATED) Cash Flow from Operations (Consolidated) Amount in Rs. Crore Particulars

2010-11

139.02 Net Profit after Taxation and Extraordinary Items 18.87 Depreciation 38.23 Provision for Income Tax 2.67 Provision for Deferred Tax 7.39 Interest Expense (0.79) Others 205.39 Operating profit before Working Capital Changes (34.69 Effect of working capital changes (34.69) (38.30) Advance Tax / Tax Deducted at Source 132.40 NET CASH FLOW (USED IN)/GENERATED FROM OPERATING ACTIVITIES As can be seen from the above table, in fiscal 2011, the Company generated net (Rs.108.09 crore in fiscal 2010) from operating activities.

2009-10

Increse/ (Decrese) 91.00 48.02 14.68 4.19 35.47 2.76 (0.51) 3.18 12.05 (4.66) (1.46) 0.67 151.23 54.16 (4.58) (30.11) (38.56) 0.26 108.09 24.31 cash of Rs. 132.40 crore

Cash Flow from Investing Activities (Consolidated) Amount in Rs. Crore Particulars

2010-11

2009-10

Proceeds from sale of Fixed Assets Dividend Received Interest Received Payment for Purchase of Fixed Assets Inter Corporate Deposits Placed Inter Corporate Deposits Refunded Interest received from Intercorporate Deposit Purchase of Mutual Fund Sale of Mutual funds Fixed Deposit with banks (net) having maturity over three months NET CASH FLOW (USED IN)/GENERATED FROM INVESTING ACTIVITIES

0.20 (1.15) 3.79 (13.52) (271.00) 326.00 5.53 (367.83) 315.85 0.04 (2.10)

0.20 (0.33) 0.37 (29.69) (229.00) 216.00 5.81 (310.05) 292.96 (0.11) (53.86)

Increse/ ( Decrese) 0.00 (0.82) 3.42 16.17 (42.00) 110.00 (0.28) (57.78) 22.89 0.15 51.76

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

Consolidated Cash Flow from financing activities Amount in Rs. Crore Particulars

2010-11

2009-10

Proceeds from issue of shares including Premium Interest Paid Dividends Paid (including Dividend Tax) Proceeds /(Repayment) from Short Term borrowings Proceeds/(Repayment) from Cash Credit arrangement Proceeds/(Repayment) of Long Term borrowings

0.07 (7.38) (60.54) 7.92 0.00 (1.58)

0.31 (12.05) (9.76) (262.17) 2.25 248.42

Increse/ (Decrese) (0.24) 4.67 (50.78) 270.09 (2.25) (250.01)

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

(61.51)

(33.00)

(28.52)

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

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

43

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

Corporate Governance Report - 2011 1.

PHILOSOPHY

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

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

R ATAN TATA Ceremony of National Award for Excellence in Corporate Governance, 2001 The philosophy and ultimate goal at Tata Technologies is to serve corporate purposes for enhancing the long term value of the organization for its stakeholders, by providing a framework within which stakeholders can pursue the objectives of the organisation most effectively. This philosophy is further strengthened by Tata Groups’ legacy through implementation of the Tata Business Excellence Model ( TBEM). TBEM is a ‘customised-to-Tata’ adaptation of the globally renowned Malcolm Baldrige organizational assessment model mandated to help Tata Group companies achieve business objectives through specific processes which delivers strategic direction and drives business improvement.

TBEM assessments now lay renewed emphasis in areas of climate change, safety, Corporate Governance and innovation. Assessments now capture Corporate Governance practices among Tata Group Companies as part of the main application.

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

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

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

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

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

Pur p ose: “We help ambitious manufacturers create better products.” urp

Cultur e SSta ta t: “We are honest and straight forward.” ulture tattemen ement:

Personalit y sta t: “We are highly focused, hard working and innovative professionals.” ersonality stattemen ement:

Though the Company is not listed and the statutory guidelines on Corporate Governance are not applicable, the Company has voluntarily opted for adoption of various Corporate Governance measures.

There have been continuous efforts made to improve and increase the Corporate Governance measures in the recent years, which include among others improved Board reporting, building a strong ethics culture with increased focus on implementation of the Tata Code of Conduct, commitment to corporate sustainability, legal compliances systems, more focused internal audit, etc.

44

2.

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

The Board oversees that the Company’s business is conducted wisely and in compliance with applicable laws and regulations and proper governance. The Board along with its Committees viz. Audit Committee, Committee of Directors and Compensation & Remuneration Committee lays down strategic paths, develops systems, processes and review mechanisms to steer the Company on the right track of growth and mitigate risks. Among other things, key matters like periodic financial results, acquisitions, joint ventures, capital/operating budgets, findings/comments of statutory and other auditors, internal controls, issue of capital and other resource mobilization efforts are brought to the Board. Broadly, all items pertinent to the oversight and monitoring function of the Board will be brought to the Board regularly.

The Board also deliberates on the Company’s positioning in the domestic and global markets and adopts and approves the strategy for medium and long term growth.

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

The calendar of the Board Meetings for the whole year is finalized in advance at the start of the year in consultation with all the Board members. The relevant background materials and information on the agenda items are distributed to the Board members in advance of meetings. All the Committees of the Board report to the Board. The minutes of their meetings are placed before the Board regularly. The Committees also bring to the Board all those matters considered by them to be of special significance.

The Board meets the members of the senior management of the Company from time to time. A summary of the Board Decisions made in the last two years is being placed before every quarterly Board Meeting as a good governance practice.

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

Designation

No of Board Meetings Held

Attended

S Ramadorai

Non-Executive Chairman

7

7

R Gopalakrishnan

Non-Executive Director

7

7

P P Kadle

Non-Executive Director

7

6

C Ramakrishnan

Non-Executive Director

7

6

P R McGoldrick

Managing Director

7

7

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

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

45

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

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

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

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

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

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

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

Other Directorships: Public C ompanies: Tata Consultancy Services Ltd, Tata Industries Ltd, CMC Ltd, Hindustan Unilever Ltd, Companies: Piramal Healthcare Ltd, Tata Elxsi Ltd, Tata Teleservices (Maharashtra) Ltd, Computational Research Laboratories Ltd, Tata Communications Ltd, Tata Advanced Systems Ltd, Asian Paints Ltd and Bombay Stock Exchange Ltd. Private Companies: IKP Investment Management Company Pvt Ltd. For eign C ompanies: Tata Communications International Pte Ltd, Singapore and Tata America International oreign Companies: Corporation, US. Other Bodies Corporate: Member of the Research, Innovation and Enterprise Council, Singapore, ACCION Technical Advisors- India and Advisor to Prime Minister’s National Skill Development Council.

Memb erships and C hair manships of A ommitt ee in other P ublic C ompanies: Tata Elxsi Ltd, Hindustan emberships Chair hairmanships Audit Committ ommittee Public Companies: udit C Unilever Ltd, Tata Teleservices (Maharashtra) Ltd, Tata Advance Systems Ltd (Chairman), Computational Research Laboratories Ltd (Chairman) and Bombay Stock Exchange Ltd. Memberships and Chairmanships of Investor Grievance Committee in other Public Companies: Bombay Stock Exchange Ltd (Chairman) and Tata Consultancy Services Ltd. Mr Ramadorai held 1,32,000 equity shares of the Company as on March 31, 2011, constituting 0.35% of the paid-up capital of the Company, including 20,000 Equity Shares allotted during the year under Employees Stock Purchase Program- Series IV. No stock options were granted to him during the year.

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

46

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

Other Directorships: Public C ompanies: Tata Elxsi Ltd. Companies: For eign C ompanies oreign Companies ompanies: Tata Technologies Pte Ltd, Singapore, Titan Watches & Jewellery International (Asia Pacific) Pte Ltd, Singapore, INCAT International Plc, UK, Tata Technologies Inc, US, Tata Technologies (Thailand) Ltd, Thailand, RNT Associates International Pte Ltd, Singapore, Tata Technologies Europe Ltd, UK and Tata Technologies de Mexico, S.A. de C. V., Mexico.

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

Mr R G opalak Gopalak opalakrr ishnan ishnan, 65, is a Non-Executive Director of Tata Sons Ltd. He is a member of the Group Corporate Centre of Tata Group, besides being on the Boards of various Tata companies. Prior to joining the Tata Group in August 1998, he was the Vice-Chairman of Hindustan Unilever Ltd. He is a past president of the All India Management Association.

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

Other Directorships: P ublic C ompanies: Tata Sons Ltd, Tata Chemicals Ltd, Tata Power Company Ltd, Rallis India Ltd, Tata Companies: Autocomp Systems Ltd, Akzo Nobel India Ltd and Castrol India Ltd. Private Companies: ABP Pvt Ltd, Advinus Therapeutics Pvt Ltd, Metahelix Life Sciences Pvt Ltd and Dhaanya Seeds Pvt Ltd. For eign C ompanies: Trust Energy Resources Pte Ltd and IMACID S.A. oreign Companies: Memb erships and C hair manships of A udit C ommitt ublic C ompanies: Tata Chemicals Ltd, Akzo emberships Chair hairmanships Audit Committ ommittee Public Companies: ee in other P Nobel India Ltd and Castrol India Ltd. Mr Gopalakrishnan held 64,200 equity shares of the Company as on March 31, 2011, constituting 0.17% of the paid-up capital of the Company, including 9,200 Equity Shares allotted during the year under Employees Stock Purchase Program- Series IV. No stock options were exercised by him and no new stock options were granted to him during the year ended March 31, 2011.

Mr P P K adle Kadle adle, 54, is the Managing Director & CEO of Tata Capital Ltd, a subsidiary of Tata Sons Ltd. Tata Capital is the Tata Group’s foray into the financial services space covering products and services ranging from Retail and Commercial lending, Distribution and Broking, Wealth Management, Investment Banking and Private Equity.

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

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

Mr Kadle has received a number of awards in recognition of his outstanding contribution to Tata Motors Ltd which are: CNBC-TV18, the country’s best performing CFO in the auto & auto ancillaries sector for 2006; ‘the best CFO of the year 2005’ in India by business today; the ‘CFO of the year 2004’ by IMA (formerly known as economist intelligence unit).

47

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

Other Directorships: Public C ompanies: Tata Capital Ltd, Tata Capital Markets Ltd, Tata Motors Finance Ltd, Tata Motors Insurance Companies: Broking and Advisory Services Ltd, Tata Securities Ltd, e-Nxt Financials Ltd, TC Travel & Services Ltd, Tata Capital Housing Finance Ltd, Tata Autocomp Systems Ltd, Tata Toyo Radiators Ltd, TT Holdings & Services Ltd and Tata Capital Financial Services Ltd. Private Companies: International Asset Reconstruction Company Pvt Ltd. For eign C ompanies: Tata Technologies Pte Ltd, Singapore, Tata Technologies Europe Ltd, UK, INCAT oreign Companies: International Plc, UK, Tata Technologies Inc, USA, Tata Capital Pte Ltd, Singapore, Tata Capital Advisors Pte Ltd, Singapore, Tata Capital Markets Pte Ltd, Singapore and Tata Capital Plc, UK. Memb erships and C hair manships of A udit C ommitt ee in other P ublic C emberships Chair hairmanships Audit Committ ommittee Public Companies: ompanies: Tata Capital Markets Ltd (Chairman), Tata Capital Housing Finance Ltd, TC Travel & Services Ltd, TT Holdings & Services Ltd (Chairman) and Tata AutoComp Systems Ltd. ee in other P ublic C ompanies: Tata Capital Memb erships and C hair manships of In vest or G vanc eC ommitt Public Companies: emberships Chair hairmanships Inv estor Grrie iev ance Committ ommittee Ltd. Mr Kadle held 1,39,200 equity shares of the Company as on March 31, 2011, constituting 0.37% of the paid-up capital of the Company, including 9,200 Equity Shares allotted during the year under Employees Stock Purchase Program- Series IV. No stock options were exercised by him and no new stock options were granted to him during the year ended March 31, 2011.

Mr C R amak Ramak amakrr ishnan, 55, was appointed as the Chief Financial Officer of Tata Motors Ltd in September 2007, having joined the company in 1980 as the Junior Accounts Officer. He handled corporate treasury and accounting functions with management accounting/MIS. Following a two-year company-wide IT project responsibility covering R&D, Manufacturing, Sourcing and Sales and Services, he had worked in the Tata Group Chairmanâ&#x20AC;&#x2122;s Office for more than 7 years before being appointed as the Chief Financial Officer of Tata Motors Ltd. As the Chief Financial Officer of Tata Motors Ltd, he is responsible for Finance, Accounts, Taxation, Business Planning, Investor Relations, Treasury, CRM & DMS and IT. Mr Ramakrishnan holds a Bachelorâ&#x20AC;&#x2122;s degree in Commerce and is a Chartered Accountant and a Cost Accountant.

Other Directorships: Public C ompanies: Tata Cummins Ltd, Sheba Properties Ltd, Tata Services Ltd, Tata Motors Finance Ltd Companies: and Fiat India Automobiles Ltd. For eign C ompanies: Tata Hispano Motors Carrocera S.A., Spain, Carrosserries Hispano Maghreb S.A., oreign Companies: Morocco, TML Holdings Pte Ltd, Singapore, Tata Motors (Thailand) Ltd, Thailand, Tata Daewoo Commercial Vehicle Company Ltd, South Korea and Tata Motors (SA) Proprietary Limited, South Africa.

Memb erships and C hair manships of A udit C ommitt ee in other P ublic C ompanies: Tata Cummins Limited, emberships Chair hairmanships Audit Committ ommittee Public Companies: Sheba Properties Limited, Fiat India Automobiles Limited (Chairman), Tata Motors Finance Limited, Tata Marcopolo Motors Limited (Chairman) and Automobile Corporation of Goa Limited.

Mr Ramakrishnan held 44,200 equity shares of the Company as on March 31, 2011, constituting 0.12% of the paid-up capital of the Company, including 9,200 Equity Shares allotted during the year under Employees Stock Purchase Program- Series IV. No stock options were exercised by him and no new stock options were granted to him during the year ended March 31, 2011.

3.

AUDIT COMMITTEE The Audit Committee comprises three Non-Executive Directors, all of whom are financially literate. The Audit Committee met seven times during the year 2010-11, on May 12, 2010, July 20, 2010, October 14, 2010, October 25, 2010, November 22, 2010, January 21, 2011 and March 17, 2011.

48

Members of the Audit Committee and the number of meetings attended by each Director for the financial year 2010-11 are as follows: Name

Designation

No of Meetings Held

Attended

S Ramadorai

Non-Executive Chairman

7

7

P P Kadle

Non-Executive Director

7

7

C Ramakrishnan

Non-Executive Director

7

7

The Chief Internal Auditor attended all the meetings, the representatives of the Statutory Auditors of the Company, M/s Deloitte Haskins & Sells, Chartered Accountants, attended five meetings and the Chief Financial Officer attended all the meetings. The Company Secretary acts as the Secretary to the Committee Meetings. The quorum of the meetings is either two members or one third of the members of the Committee, whichever is higher.

An Audit Committee Charter has formally been adopted for the Audit Committee outlining its responsibilities in detail. The role of the Audit Committee includes in brief the following: ❖

To review reports of the internal auditor and recommend to the Board.

❖

To decide on the scope of the internal auditors work including the examination of major items of expenditure.

❖

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

❖

To review the weaknesses in internal controls, if any, reported by the internal and Statutory Auditors and report to the Board the recommendations relating thereto.

❖

To act as a link between the Statutory and internal Auditors and the Board of Directors.

❖

To recommend a change in the Auditors if in the opinion of the Committee the Auditors have failed to discharge their duties adequately.

❖

To establish and review accounting policies.

❖

To ensure resources are conserved and tendencies for extravagance are avoided.

❖

To review financial statements before submission to the Board.

NON-EXECUTIVE DIRECT ORS ATION: DIRECTORS ORS’’ REMUNER REMUNERA To acknowledge the contribution of the Non-Executive Directors towards the growth of the organization, the Company during the year, has started the practice of paying sitting fees of Rs 15,000/- per meeting to all Non-Executive Directors for attending the meetings of the Board, Audit Committee and Compensation & Remuneration Committee. The details of the sitting fees paid to the Directors is as under: Name S Ramadorai R Gopalakrishnan

Amount in Rs. 2,40,000 90,000

P P Kadle

2,40,000

C Ramakrishnan

2,25,000

Total

7,95,000

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

49

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

4.

C OMPENSA TION AND REMUNER ATION C OMMIT TEE COMPENSA OMPENSATION REMUNERA COMMIT OMMITTEE The Compensation and Remuneration Committee met five times during the year 2010-2011, on May 12, 2010, July 20, 2010, October 14, 2010, October 25, 2010 and January 21, 2011.

Members of the Compensation Committee and number of meetings attended by each Director for the financial year 2010-11 are as follows: Name

No of Meetings

Designation

Held

Attended

S Ramadorai

Non-Executive Chairman

5

5

P P Kadle

Non-Executive Director

5

5

C Ramakrishnan

Non-Executive Director

5

5

Powers of the Compensation and Remuneration Committee: (i)

Deciding upon the remuneration of the Managing Director of the Company;

(ii)

Supervising and administrating the Employee Stock Option Plan and ensuring that suitable policies and systems are in place to comply with the guidelines issued by the Securities and Exchange Board of India or any other appropriate authority in connection with the said Scheme.

The quorum of the meetings is either two members or one third of the members of the Committee, whichever is higher.

Re-appointment of Managing Director: The shareholders in their meeting held on July 20, 2010 had accorded their consent for the reappointment of Mr Patrick McGoldrick as Managing Director of the Company, subject to the approval of the Central Government.

Subsequently, the Central Government vide letter dated February 28, 2011 has approved the reappointment of Mr McGoldrick as the Managing Director of the Company for the period September 01, 2010 to September 08, 2014.

Ter ms of app oin tmen ymen emuner ation tto o the M anaging D ir ec atr ick M cG oldr ick in erms appoin ointmen tmentt and pa paymen ymentt of rremuner emunera Managing Dir irec ecttor or,, Mr P Pa trick McG cGoldr oldrick gies Lim echnologies Limtted ed,, is as under under:: Tata Technolo Period of Appointment

September 01, 2010 to September 08, 2014

Salary

Up to a maximum of Rs 4,00,000/- per month.

Incentive Remuneration

Up to 200% of salary, to be paid at the discretion of the Board.

Perquisites and Allowances

Provision of hotel accommodation and chauffeur driven car during his stay in India. All expenses in connection with the Companyâ&#x20AC;&#x2122;s official business are paid by the Company.

Minimum Remuneration

Salary, incentive remuneration as specified above.

Notice period on either side

Agreement can be terminated by either party by giving three months notice or the Company paying three months salary in lieu of notice.

Employee stock options granted to employees during the year and the remuneration paid to the Managing Director are contained in separate sections of the Annual Report. Readers are advised to refer to the same.

5.

OTHER KEY BOARD AND MANAGEMENT COMMITTEES Apart from the Audit Committee and the Compensation and Remuneration Committee, the Company has the following committees of the Board: a.

50

Committee of Directors: Mr P P Kadle, Mr C Ramakrishnan and Mr P R McGoldrick, Directors are the members of the Committee. The Committee was constituted by the Board in its meeting on March 09, 2001 for carrying out certain functions pertaining to the day-to-day operations of the Company.

The powers of the Committee broadly include, evaluation and negotiation of facility agreements

for availing working capital facilities within the specified limits and providing necessary authorizations for the same, authorization for signing and executing relevant documents for availing the facility, opening and closing of bank accounts, authorization for creating charges on the current assets of the Company, authorization for providing comfort letters or corporate guarantees to banks or financial institutions for funding of Company’s subsidiaries, transfer of amounts to and from the Company’s Provident Fund, appointment of additional/substitute attorneys, entering into agreement(s) with business partner(s), etc.

6.

b.

Stock Allotment Committee: The Board had constituted the Stock Allotment Committee to carry out certain functions in connection with the offer of Company’s shares to employees of Company’s subsidiaries on private placement basis. Mr Praveen Kadle, Director, Mr Patrick McGoldrick, Managing Director and Mr Warren Harris, President and COO, are the three members of the Committee. The role of the Committee primarily is to finalize/approve letter of offer for private placement of shares to employees of Company’s subsidiaries, to determine the employees who will be eligible to participate, allotment of shares, to obtain annual valuation of shares, etc. The Committee is also responsible to provide supervision, approval, direction, recommendation with respect to the Employee Stock Purchase Programme (ESPP) as implemented by the Tata Technologies Limited Employees Stock Option Trust and to approve the implementation/transaction documents related to the ESPP and also to remove any difficulty or question that may arise in the implementation of the ESPP scheme.

c.

Ex ecutiv e C ommitt ee: To provide more effective decision making, the Boards of Tata Technologies Executiv ecutive Committ ommittee: Ltd and Tata Technologies Pte Ltd have formed a management committee consisting of Mr Praveen Kadle, Director, Mr Patrick McGoldrick, Managing Director and Mr Warren Harris, President and COO.

MANAGEMENT OF BUSINESS ETHICS Tata Technologies has adopted the Tata Code of Conduct ( TCOC). The Code of Conduct upholds the highest standards of corporate and personal conduct and is the guiding force on the ethical conduct behind every Tata Company, no matter what business they are in. It establishes the code of ethics that governs all Tata ventures, new and old. The Code of Conduct is communicated to the organization’s partners/suppliers through interaction with them. Company established procedures to deploy TCOC across the organization which promotes and ensures ethical behavior in all stakeholder interactions.

The TCOC is disseminated through presentations, circulation of “Code” through various processes such as at the time of employee induction (joining), highlighting the same in posters at strategic locations “Employee Handbook” and a dedicated section as “Management of Business Ethics” on the intranet portal of the Company. To obtain a uniform measurable deployment of the TCOC across all employees and contractors of Tata Technologies, whereever they might exist globally, the Company created a specifically tailored training program on TCOC using ‘iGETIT®’. This training program had been added to each employee’s ‘Learning Path’. The tool not only effectively tracks the number of employees who had undergone the training program but also monitors time taken on the program and each individual’s score.

The Company has a committee on Prevention of Sexual Harassment (POSH) and a Whistle Blower policy in place. The Whistle Blower Policy was adopted in February 2007 in extension of the Tata Code of Conduct (TCOC). Any actual or potential violation of the Code of Conduct, howsoever insignificant or as such, would be a matter of serious concern for the Company. Whistle Blower policy has been established to provide a mechanism for employees of the Company to approach the Ethics Counselor/Chairman of the Audit Committee of the Company to report any concerns. The Policy has been communicated to all the employees of the Company.

Possibility of breach of ethical behavior can be reported by various means to the Ethics Counsel such as by post, mail or phone calls. A dedicated email account ethics@tatatechnologies.com is available both at the intranet and internet sites for the stakeholders to report any ethical breach. These are then managed by a well laid process. The required actions are implemented through the support functions such as HR, Finance and Legal. Results are reported to the Chief Ethics Counselor on a quarterly basis and are reviewed by the Audit Committee. Apart from encouraging people to report ethical violations,

51

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

the Company is also trying to establish a culture to report examples of good ethical behavior of employees to bring in ethical positivity at the work place.

The organization structure for the Management of Business Ethics (MBE) in the Company comprises: a.

Ethics Committee

b.

Chief Ethics Counselor

c.

Ethics Counselor and

d.

Chairperson–Prevention of Sexual Harassment (POSH)

The Company has received 14 complaints during the year. One of them was under POSH and all the complaints recieved, except which are in progress, were closed. The Ethics Committee has conducted various activities during the year including Ethics Day & Pledge, MBE Awareness Workshop, Customer feedback on Ethical behavior of Company’s employees etc.

7.

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

8.

SUBSIDIAR YC OMP ANIES SUBSIDIARY COMP OMPANIES The Company as on March 31, 2011 had 8 subsidiaries. The details are mentioned elsewhere in the Annual Report. The minutes and resolutions of all the subsidiaries are periodically placed before the Board of Directors of the Company. The attention of the Board is drawn to all significant transactions and arrangements entered into by the subsidiary companies. The following Board meetings of subsidiary companies were held during the year: Name of the Subsidiary Company

Tata Technologies Pte Ltd, Singapore

Tata Tata Technologies Technologies (Thailand) Ltd, Europe Ltd, Thailand UK

INCAT International Plc., UK

INCAT GmbH, Germany

Tata Technologies Inc., USA

Tata Technologies de Mexico SA de CV, Mexico

Tata Technologies (Canada) Inc., Canada

Dates of Board Meetings held during the year

11-May-10

7-May-10 and 22-May-11

9-Mar-11

N/A

N/A

24-Aug-10

N/A

9-Mar-11

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

52

Nomination of Directors on Board of each subsidiary

Minutes of all the meeting of subsidiaries held between two Board meetings

Major dealings of subsidiaries’ investment, fixed assets, loans etc.

Compliance by subsidiaries with applicable laws of the country; and

Business plan of each subsidiary and its periodic update to the Company’s Board.

9.

GENERAL BODY MEETINGS The details of the General Meetings held in the last three years are as follows: Financial year

AGM/EGM

Venue

Time

Date

2009-10

16th AGM

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

3:30 p.m.

July 20, 2010

2009-10

EGM

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

4 p.m.

March 05, 2010

2008-09

15th AGM

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

3:30 p.m.

July 20, 2009

2007-08

14th AGM

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

11 a.m.

July 21, 2008

2007-08

EGM

Bombay House Auditorum, Bombay House, 24, Homi Mody Street, Mumbai - 400 001.

2 p.m.

February 28, 2008

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

Date

Special Resolutions

EGM

March 05, 2010

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

EGM

February 28, 2008

i. Issue of Equity Shares on Preferential allotment/ Private Placement ii. Employee Stock Purchase Scheme

No Special resolutions were passed in the 14th, 15th and the 16th Annual General Meetings of the Company.

The resolutions were passed by show of hands and none of the resolutions was passed by way of poll.

Attendance of the Directors at the last AGM held on July 20, 2010: Name of the Director S Ramadorai

10.

Attendance at the last AGM Yes

R Gopalakrishnan

Yes

P P Kadle

Yes

C Ramakrishnan

Yes

P R McGoldrick

Yes

DISCLOSURES 10.1

Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the Directors or Management or their relatives, etc. that may have potential conflict with the interests of the Company at large: The particulars of transactions between the Company and the ‘Related Parties’ are mentioned at point no. 12.3.r of Notes to Accounts mentioned elsewhere in the Annual Report. None of these transactions are likely to have any conflict with the Company’s interest.

10.2 Details of the non-compliance by the Company, penalties or strictures imposed on the Company by any statutory authority on any matter related to the capital markets during the past three years – NIL.

53

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

10.3

11.

The Certification by the Managing Director (CEO) and Chief Financial Officer (CFO), to the Board, on the true and fair view of the Financial Statements for the year ended March 31, 2011 is annexed hereto.

GENER AL SHAREHOLDER INFORMA TION GENERAL INFORMATION 11.1 R egistr ar and SShar har e Transf er A gen ts: Investors are requested to take note of the contact details of egistrar hare ansfer Agen gents: the Registrars and Share Transfer Agents of the Company, M/s TSR Darashaw Ltd: TSR Darashaw Ltd 6-10 Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai- 400011 Tel: +91 22 66568484 Fax: +91 22 66568494 Email: csg-unit@tsrdarashaw.com e : www.tsrdarashaw.com Websit ebsite 11.2 S har e Tr ansf er SSy y st em: The share transfers received for transferring physical share certificates are hare ansfer stem: processed by the Registrar and Transfer Agents of the Company. The Board ratifies such transfers on a periodical basis.

11.3 Dematerialisation of Shares: The Company has dematerialized its Equity Shares with CDSL and NSDL and the Companyâ&#x20AC;&#x2122;s ISIN is INE142M01017. The share transfers of dematerialized shares can be made through your Depository Participant.

11.4 Investor Complaints: A total of 323 investor complaints/queries were received and closed during the year 2010-11.

11.5 Unclaimed and Unpaid Dividends: In case of non receipt/non encashment of the dividend payments, members are requested to write to the Companyâ&#x20AC;&#x2122;s Registrars and Transfer Agents on plain paper.

As per the provisions of Section 205A read with Section 205C of the Companies Act, 1956, the Company is required to transfer the unpaid and unclaimed dividends, matured deposits, redeemed debentures and interest accrued thereon remaining unclaimed and unpaid for a period of 7 years from the date they became due for payment, to the Investor Education and Protection Fund (IEPF) set up by the Central Government. Hence, the Company needs to transfer the unpaid/unclaimed dividends to the IEPF after the period of seven years, as per the provisions of the Act and the rules made there under.

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

Dividend Rs

Rate in %

Dividend

Proposed Date of

Payment Date

Tr ansf er tto o IEPF ansfer

2003-04

3.00

30.00

29/06/2004

04/08/2011

2004-05

3.00

30.00

27/06/2005

30/07/2012

2005-06

3.00

30.00

27/06/2006

31/07/2013

2006-07

2.00

20.00

28/06/2007

01/08/2014

2007-08

2.00

20.00 (Interim)

15/04/2008

20/05/2015

2007-08

2.00

20.00 (Final)

22/07/2008

03/09/2015

2008-09

3.00

30.00 (Interim)

30/03/2009

29/04/2016

2008-09

2.00

20.00 (Final)

21/07/2009

05/09/2016

2009-10

7.00

70.00

21/07/2010

05/09/2017

2010-11

7.00

70.00 (Interim)

01/02/2011

25/02/2018

*the indicative and the actual dates may vary.

The unclaimed dividend amounts for the financial years 2000-01, 2001-02 and 2002-03, have been transferred to the Investor Education and Protection Fund as per the relevant provisions of the Law.

54

No claim of the shareholders shall lie against the Company or the IEPF in respect of the amounts transferred to the IEPF. Investors of the Company who have not yet encashed their unclaimed/ unpaid amounts are requested to do so at the earliest.

11.6 Shareholding Pattern as on March 31, 2011* Category

No of Shareholders

No of Shares

% of the Paid-up Capital

Tata Motors Limited

1

30300600

81.20

Other Tata Entities

3

1849990

4.96

Directors

5

892000

2.39

1863

4272665

11.45

1872

37315255

100

Employees/Associates/Others Total

*Note: Pursuant to approval accorded by members of the Company at their EGM held on April 30, 2011, the Company has allotted 37,46,505 (8.73% of total Equity Capital) and 18,73,253 (4.36% of total Equity Capital) fully paid Equity Shares at Rs 251.0072/- per share to, Alpha TC Holdings Pte. Ltd. and Tata Trustee Company Ltd. - Trustee to Tata Capital Growth Fund-I respectively, on a preferential allotment basis, on May 16, 2011.

11.7 Distribution of Shareholding as on March 31, 2011 Range of Shares

Shareholders

Shares

Number

%

Number

%

1 - 100

179

9.56

14324

0.04

101 - 500

798

42.63

223125

0.60

501 - 1000

509

27.19

386506

1.04

1001 - 5000

304

16.24

727089

1.95

5001 - 10000

43

2.30

296047

0.79

Above 10000

39

2.08

35668164

95.58

1872

100

37315255

100

Total

11.8 F r equn tly ask ed Q uestions : Members are requested to refer the detailed FAQ on general equntly asked Questions shareholder queries and Dematerialisation given elsewhere in this Report.

ADDRESS FOR CORRESPONDENCE: The correspondence to be addressed to the Corporate Registered Office at: Tata Technolo gies Lt d echnologies Ltd Plot No 25, Rajiv Gandhi Infotech Park Hinjawadi, Pune â&#x20AC;&#x201C; 411 057, India.

Tel: +91 20 6652 9090 Fax: + 91 20 6652 9035 Email: corporate@tatatechnologies.com Websit e: www.tatatechnologies.com ebsite: COMP ANY SECRET AR Y OMPANY SECRETAR ARY Anubhav Kapoor General Counsel and Company Secretary Tata Technologies Ltd. Plot No 25, Rajiv Gandhi Infotech Park Hinjawadi, Pune - 411 057, India Tel: + 91 20 6652 9090 Fax: + 91 20 6652 9035 Email: anubhav.kapoor@tatatechnologies.com

55

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

ANNU AL DECL AR ATION BY THE CEO ON ADHERENCE TO THE TATA C ODE OF C ONDUCT ANNUAL DECLAR ARA CODE CONDUCT I confirm that Tata Technologies Limited has adopted the Tata Code of Conduct and the same is available on the Companyâ&#x20AC;&#x2122;s website www.tatatechnologies.com.

I also confirm that, all the Directors and the Senior Management Personnel of Tata Technologies Limited have affirmed compliance to the Tata Code of Conduct, as applicable to them for the Financial Year ended March 31, 2011.

Sd/Patrick McGoldrick Managing Director, Tata Technologies Limited Date: June 6, 2011 Place: Pune

CEO AND CFO CER TIFIC ATE CERTIFIC TIFICA We, Patrick McGoldrick, Chief Executive Officer (CEO) and Samrat Gupta, Chief Financial Officer (CFO) hereby certify that the financial statements of the Company and its subsidiaries/Joint ventures for the year ended on 31st March, 2011 do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading to the best of our knowledge and belief.

Sd/Patrick McGoldrick Managing Director, Tata Technologies Limited Date: April 30, 2011 Place: Pune

56

Sd/Samrat Gupta Chief Financial Officer

AUDITORS’ REPORT TO THE MEMBERS OF TATA TECHNOL OGIES LIMITED TECHNOLOGIES 1.

We have audited the attached Balance Sheet of TATA TECHNOL TECHNOLOGIES OGIES LIMITED (“the Company”) as at 31st March, 2011, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3.

As required by the Companies (Auditor’s Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4.

Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows: (a) we have obtained all the information and explanations which to the best of our knowledge and 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 Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956; (e) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011; (ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date and (iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

5.

On the basis of the written representations received from the Directors as on 31st March, 2011 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

For DELOITTE HASKINS & SELLS Chartered Accountants Registration No.117366W

Hemant Joshi Partner Membership No. 38019 Place : Pune, Date : April 30, 2011

57

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

ANNEXURE TO THE A UDIT ORS T AUDIT UDITORS ORS’’ REPOR REPORT (Referred to in paragraph 3 of our report of even date) (i)

Having regard to the nature of the Company’s business/activities clauses (i)(c), (vi), (viii), (xii), (xiii), (xiv), (xix), (xx) of CARO are not applicable.

(ii)

In respect of its fixed assets:

(iii)

58

(a)

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

(b)

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

In respect of its inventory: (a)

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

(b)

In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c)

In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv)

The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

(v)

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

(vi)

To the best of our knowledge and belief and according to the information and explanations given to us there are no contracts or arrangements with companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(vii)

In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(viii)

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

The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b)

There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Cess and other material statutory dues in arrears as at 31st March, 2011 for a period of more than six months from the date they became payable.

(c)

Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty and Cess which have not been deposited as on 31st March, 2011 on account of disputes are given below:

Statute

Nature of Dues

Forum where Dispute is pending

Period to which the amount relates

Income Tax Actâ&#x20AC;&#x2122; 1961

Income Tax

Commissioner of Income Tax (Appeals)

2009-10

11.47

Central Sales Tax, 1956

Sales Tax

Deputy Commissioner of Sales Tax (Appeals)

1997-98

2.65

Sales Tax

Deputy Commissioner of Sales Tax (Appeals)

1998-99

44.82

Sales Tax

Deputy Commissioner of Sales Tax (Appeals)

2003-04

0.25

Service Tax

Commissioner (Appeals)

2003-06

72.78

Service Tax

Commissioner (Appeals)

2004-06

29.30

Service Tax

Commissioner (Appeals)

2008-09

211.66

Finance Act, 1994 (Service Tax Provisions)

Amount involved (Rs. in lakhs)

(ix)

The Company does not have accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(x)

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

(xi)

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

(xii)

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

(xiii)

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

(xiv)

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

(xv)

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

For DELOITTE HASKINS & SELLS Chartered Accountants Registration No.117366W Hemant Joshi Partner Membership No. 38019

Place : Pune, Date : April 30, 2011

59

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

Balance Sheet as at March 31, 2011 in Rs lakhs.

Schedule

Mar 31, 2011

Mar 31, 2010

SOURCES OF FUNDS SHAREHOLDERS’ FUNDS Share Capital

1

3,731.53

3,724.46

Reserves and Surplus

2

40,355.05

35,661.78

44,086.58

39,386.24

LOAN FUNDS Secured Loans

3

122.30

39.85

Unsecured Loans

4

4,844.69

4,052.71

4,966.99

4,092.56

-

163.86

49,053.57

43,642.66

DEFERRED TA X LIABILIT Y (NET ) LIABILITY (Note 3.a Schedule ‘12’ ) TOTAL FUNDS EMPLOYED APPLIC ATION OF FUNDS APPLICA FIXED ASSETS

13,605.58

12,341.11

Less: Depreciation and amortisation

6,547.89

5,476.26

Net Block

7,057.69

6,864.85

134.75

62.16

Gross Block

5

Capital Work in Progress

INVESTMENTS

6

7,192.44

6,927.01

31,931.34

26,573.96

218.38

-

5,865.16

DEFERRED TAX ASSET (NET) (Note 3.a of Schedule ‘12’ ) CURRENT ASSET S, LLO O ANS AND AD VANCES ASSETS, ADV Sundry Debtors

7

6,375.71

Cash and Bank Balances

8

11,088.37

4,179.85

Loans and Advances

9

3,576.04

11,073.71

21,040.12

21,118.72

Less: CURRENT LIABILITIES AND PROVISIONS Liabilities

10

8,341.72

7,181.96

Provisions

11

2,986.99

3,795.07

11,328.71

10,977.03

9,711.41

10,141.69

49,053.57

43,642.66

NET CURRENT ASSETS TO TAL FUNDS APPLIED Significant Accounting Policies and Notes to Accounts

12

The Schedules referred to above and the notes thereon form an integral part of the Balance Sheet.

This is the Balance Sheet referred to in our report.

In terms of our report attached

For and on behalf of the Board

For Deloitte Haskins & Sells

Hemant Joshi Partner

Chief Financial Officer

S Ramadorai P R McGoldrick R Gopalakrishnan P P Kadle C Ramakrishnan

Date: April 30, 2011 Place: Pune

Anubhav Kapoor Company Secretary

Date: April 30, 2011 Place: Pune

Chartered Accountants Samrat Gupta

60

Chairman Managing Director Director Director Director

Profit and Loss Account for the year ended March 31, 2011 in Rs lakhs.

Year ended Mar 31, 2011

Year ended Mar 31, 2010

42,250.24 7,017.59 1,206.69

34,293.03 3,945.55 941.77

50,474.52

39,180.35

5,641.11 295.15 4,706.35 22,202.48 291.95 2,830.58 169.41 1,475.97 151.15

3,085.66 337.86 2,708.07 18,428.80 338.44 2,345.18 170.82 937.34 88.68 9.13

37,764.15

28,449.98

12,710.37

10,730.37

3,800.00 (412.00) (382.24)

3,034.36 59.49

PR OFIT / (L OSS) AFTER TA X PROFIT (LOSS)

9,704.61

7,636.52

Balance Brought forward from Previous Year

9,365.63

5,564.59

PR OFIT A VAIL ABLE FOR APPR OPRIA TIONS PROFIT AV AILABLE APPROPRIA OPRIATIONS

19,070.24

13,201.11

2,609.12 1,863.68 735.68 1,000.00

2,603.12 432.34 800.00

Schedule INCOME Income from Services Sale of Products Other Income

A B C

EXPENDITURE Cost of Traded Items & Services AMC Charges Consultancy fees, Softwares and others Payroll and Related Expenses Communication Expenses Administration & Marketing Expenses Finance Charges Depreciation and amortisation Bad Debts written off Provision / (Write back) for Bad and Doubtful debts

D E F G H I J 5

PR OFIT / (L OSS) BEFORE TA X PROFIT (LOSS) Provision for Taxation - Current Tax - Tax for earlier year - Deferred Tax charge / (credit)

APPR OPRIA TIONS APPROPRIA OPRIATIONS Dividend - Interim Dividend - Final Dividend Tax on dividend Transfer to General Reserve Balance carried to Balance Sheet

12,861.76

9,365.65

19,070.24

13,201.11

26.04 25.93

20.54 20.41

E.P.S (Equity Shares, par Value Rs. 10 each) [note 3.b of Schedule ‘12’] - Basic (in Rs.) - Diluted (in Rs.) Significant Accounting Policies and Notes to Accounts

12

The Schedules referred to above and the notes thereon form an integral part of the Profit & Loss Account.

This is the Profit & Loss Account referred to in our report.

In terms of our report attached

For and on behalf of the Board

For Deloitte Haskins & Sells

Hemant Joshi Partner

Chief Financial Officer

S Ramadorai P R McGoldrick R Gopalakrishnan P P Kadle C Ramakrishnan

Date: April 30, 2011 Place: Pune

Anubhav Kapoor Company Secretary

Date: April 30, 2011 Place: Pune

Chartered Accountants Samrat Gupta

Chairman Managing Director Director Director Director

61

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

Cash Flow Statement Year ended Mar 31, 2011

in Rs lakhs.

Year ended Mar 31, 2010

9,704.61 1,475.97 1.14 0.55 3,800.00 (382.24) 115.01 (2.36) (938.23) 169.42 114.89 (223.27) 4.20 197.15 14,036.84

7,636.50 937.34 1.96 0.98 3,034.36 59.49 33.21 0.75 (703.91) 170.83 617.93 (50.31) (77.26) 11,661.87

(867.54) (0.61) 467.25 (1.82) 56.25 130.25 (28.66) 28.46 (2,889.32) 10,931.10

(379.48) (69.87) 452.69 113.02 43.60 (979.82) 1,860.28 11.98 (7.95) (3,482.56) 9,223.76

652.47 (115.01) 332.86 (158.50) (27,100.00) 32,600.00 553.14 (36,783.44) 31,584.56 3.52 19.20 (758.36) 830.44

657.26 (33.21) 120.03 (98.50) (22,900.00) 21,600.00 580.68 (31,004.93) 29,295.67 (11.46) 19.55 (2,793.51) (4,568.42)

7.07 (169.42) (6,054.32) 1,061.44 130.51 (48.06) (5,072.78) 6,688.76 11,088.36 24.48 4,179.85 27.99 (223.26) 6,688.76

31.12 (170.83) (975.86) 11.72 20.26 (56.26) (1,139.85) 3,515.49 4,179.85 27.99 602.60 16.54 (50.31) 3,515.49

C ASH FL O W FR OM OPER ATING A CTIVITIES FLO FROM OPERA ACTIVITIES Net Profit after Taxation Depreciation Disallowance of TDS Abroad Provision for Wealth Taxes Provision for Income Tax Provision for Deferred Tax Dividend Income on Investment in mutual funds (Profit)/Loss on Sale of Fixed Assets Interest Income Interest Expense Unrealised exchange Loss / (Gain) Effect of exchange differences on translation of foreign currency cash & cash equivalent Provision for Doubtful Debts Excess provision credited to Securities Premium Account Operating profit before Working Capital Changes Adjustments for : Debtors Loans & Advances to Employees Bills of Exchange Advance to Supplier, Contractors & Others Deposits with Govt. Bodies & Others Prepaid Expenses Sundry Creditors Advance & Progress Payments Provision for Staff Welfare Expenses Advance Tax / Tax Deducted at Source NET C ASH FL O W (USED IN)/GENER ATED FR OM OPER ATING A CTIVITIES CASH FLO IN)/GENERA FROM OPERA ACTIVITIES CASH FLOW FROM INVESTING ACTIVITIES (Payment) /Refund of Loan to/from Subsidiary Dividend Received Interest Received Investment in Joint Venture Inter Corporate Deposits Placed Inter Corporate Deposits Refunded Interest received from Intercorporate Deposit Purchase of Mutual Fund Sale of Mutual funds Fixed Deposit with banks (net) having maturity over three months Proceeds from sale of Fixed Assets Payment for Purchase of Fixed Assets NET C AS H FL O W (USED IN)/GENER ATED FR OM INVESTING A CTIVITIES CAS ASH FLO IN)/GENERA FROM ACTIVITIES CASH FLOW FROM FINANCING ACTIVITIES Proceeds from issue of shares under ESOP Scheme including Premium Interest Paid Dividends Paid (including Dividend Tax) Proceeds from Short Term borrowings Proceeds from Long Term borrowing Repayment of Long Term borrowings OM FINANCING A CTIVITIES NET C ASH FL O W (USED IN)/GENER ATED FR CASH FLO IN)/GENERA FROM ACTIVITIES NET INCREASE / (DECREASE) IN C ASH & C ASH EQUIV ALENT S CASH CASH EQUIVALENT ALENTS Cash & Cash equivalent at the close of the year as per Schedule 8 Less: Bank Deposits with original maturity over three months for the year Cash & Cash equivalents at the beginning of the year as per Schedule 8 Less: Bank Deposits with original maturity over three months for the previous year Effect of exchange rate changes on cash and cash equivalents In terms of our report attached

For and on behalf of the Board

For Deloitte Haskins & Sells

S P R P C

Chartered Accountants Samrat Gupta

62

Hemant Joshi Partner

Chief Financial Officer

Date: April 30, 2011 Place: Pune

Anubhav Kapoor Company Secretary

Ramadorai R McGoldrick Gopalakrishnan P Kadle Ramakrishnan

Date: April 30, 2011 Place: Pune

Chairman Managing Director Director Director Director

SCHEDULES FORMING P AR T OF THE PR OFIT AND LLOSS OSS A CCOUNT PAR ART PROFIT AC in Rs lakhs.

SCHEDULE - A Year ended Mar 31, 2011

Year ended Mar 31, 2010

42,250.24

34,293.03

42,250.24

34,293.03

Year ended Mar 31, 2011

Year ended Mar 31, 2010

7,017.59

3,945.55

7,017.59

3,945.55

Year ended Mar 31, 2011

Year ended Mar 31, 2010

INCOME FROM SERVICES Income from Services

SCHEDULE - B

SALE OF PRODUCTS Traded Products

SCHEDULE - C

OTHER INCOME 938.23

703.91

Commission Income

48.23

49.48

Foreign Currency Gain/(Loss) - (Net)

82.55

-

Miscellaneous Income

22.67

155.17

115.01

33.21

1,206.69

941.77

Year ended Mar 31, 2011

Year ended Mar 31, 2010

5,641.11

3,085.66

5,641.11

3,085.66

Interest Income *

Dividend Income

* Tax deducted at source on interest is Rs.55.31 Lakhs (Rs.85.77 Lakhs in 2009-10)

SCHEDULE - D

COST OF TRADED GOODS & SERVICES Purchase of Products for Sale Cost of Products

63

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

SCHEDULES FORMING P AR T OF THE PR OFIT AND LLOSS OSS A CCOUNT PAR ART PROFIT AC in Rs lakhs.

SCHEDULE - E Year ended Mar 31, 2011

Year ended Mar 31, 2010

295.15

337.86

295.15

337.86

Year ended Mar 31, 2011

Year ended Mar 31, 2010

Outsourcing Charges

3,533.07

1,887.66

Software-internal use

107.47

121.37

Consultancy Fees

788.54

624.40

AMC CHARGES AMC Charges (Others)

SCHEDULE - F

C ONSUL TANCY FEES, SOFT WARES & O THERS ONSULT SOFTW OTHERS

277.27

74.64

4,706.35

2,708.07

Year ended Mar 31, 2011

Year ended Mar 31, 2010

20,273.16

16,982.45

Superannuation

343.03

282.20

Provident Fund

757.47

584.22

Staff welfare Expenses

518.62

470.75

Professional Fees

SCHEDULE - G

PAYR OLL & REL ATED EXPENSES YROLL RELA Salaries and Allowances

310.20

109.18

22,202.48

18,428.80

Year ended Mar 31, 2011

Year ended Mar 31, 2010

Telephone Expenses / Fax Charges

174.82

205.05

ISDN Charges

117.13

133.39

291.95

338.44

Gratuity

SCHEDULE - H

C OMMUNIC ATION EXPENSES OMMUNICA

64

SCHEDULES FORMING P AR T OF THE PR OFIT AND LLOSS OSS A CCOUNT PAR ART PROFIT AC in Rs lakhs.

SCHEDULE - I Year ended Mar 31, 2011

Year ended Mar 31, 2010

16.58

38.30

7.25

3.55

- Others

147.42

124.36

Rent

171.87

173.16

9.48

29.02

ADMINISTR ATION & MARKETING EXPENSES ADMINISTRA Expenses for Administration / Marketing Repairs & Maintenance - Buildings - Plant & Machinery

Rates and Taxes

0.55

0.98

26.53

23.68

Advertisement and Publicity

1.46

0.29

Business Promotion Expenses

82.64

43.08

Provision for Wealth Tax Insurance

306.93

238.23

1,187.17

794.19

153.95

131.97

Water Charges

30.82

18.66

Auditors Remuneration

28.83

29.38

Staff Training and Seminar Expenses

131.02

53.89

Staff Recruitment Expenses

123.66

35.87

Commision to Others

315.41

258.70

-

252.92

Office Expenses Travelling & Conveyance Power & Fuel

Foreign Currency (Gain)/Loss - (Net) Other Expenses

89.01

94.95

2,830.58

2,345.18

Year ended Mar 31, 2011

Year ended Mar 31, 2010

40.02

-

125.40

158.66

3.99

12.16

169.41

170.82

SCHEDULE - J

FINANCE CHARGES Interest on Buyers Credit Interest on PCFC Loan Interest Expense - Others

65

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

SCHEDULES FORMING P AR T OF THE B AL ANCE SHEET PAR ART BAL ALANCE in Rs lakhs.

SCHEDULE - 1

As at Mar 31, 2011

As at Mar 31, 2010

6,000.00

6,000.00

70.00

70.00

6,070.00

6,070.00

3,731.53

3,724.46

3,731.53

3,724.46

SHARE C APIT AL CAPIT APITAL Authorised ::-60,000,000 ordinary shares of Rs. 10/- each (P.Y. 60,000,000 ordinary shares of Rs. 10/- each) 700,000 0.01% Cumulative Non-participative Compulsorily convertible Preference Shares of Rs. 10/- each (P.Y. 700,000 0.01% Cumulative Non-participative Compulsorily convertible Preference Shares of Rs. 10/- each) Issued, Subscribed and Paid-up : 37,315,255 equity shares of Rs. 10/- each (P.Y. 37,244,591 equity shares of Rs. 10/- each)

Note: 30,300,600 equity shares are held by Tata Motors Limited, the holding company (P.Y.30,300,600 equity shares). Of the above shares, 2,000,000 (P.Y. 2,000,000) shares were allotted to Tata Motors Ltd. as fully paid pursuant to a contract, without payments being received in cash.

SCHEDULE - 2

As at Mar 31, 2011

As at Mar 31, 2010

20,896.67 50.19 689.99 21,636.85

25,537.93 24.51 (1,731.44) (2,934.33) 20,896.67

2,934.33 (543.03) 2,391.30

2,934.33

As at the end of the year

24,028.15

23,831.00

General Reserves As at the beginning of the year Additions during the year As at the end of the year

2,465.14 1,000.00 3,465.14

1,665.15 800.00 2,465.15

12,861.76 40,355.05

35,661.78

As at Mar 31, 2011

As at Mar 31, 2010

65.85

33.53

RESERVES AND SURPLUS Securities Premium As at the beginning of the year Additions during the year Adjustments during the year * Securities Premium identified for Consolidation adjustment * Securities Premium identified for Consolidation adjustment * As at the beginning of the year Adjustment during the year

2,934.33

* Refer Note no 3.o of Schedule ‘12’

Profit & Loss Account

SCHEDULE - 3

9,365.63

SECURED LOANS Vehicle Loans [Secured by hypothecation of vehicles] - From Banks - From Others Other Loan

22.62

6.32

33.83

-

122.30

39.85

(Obligations under finance lease (Refer Note no 3. l . of Schedule ’12))

66

SCHEDULES FORMING P AR T OF THE B AL ANCE SHEET PAR ART BAL ALANCE in Rs lakhs.

SCHEDULE - 4 As at Mar 31, 2011

As at Mar 31, 2010

4,844.69

4,052.71

4,844.69

4,052.71

UNSECURED LOANS Short Term Loans Foreign Currency Loans from Banks

SCHEDULE - 5

in Rs lakhs.

FIXED ASSETS Original Cost As at Additions Deductions Mar 31, 2010

Depreciation and amortisation As at As at M a r 3 1 , Mar 31, 2011 2010

For the Deductions period ended Mar 31, 2011

Net Book Value

As at Mar 31, 2011

As at Mar 31, 2011

As at Mar 31, 2010

364.54

368.85

409.35

-

-

409.35

40.50

4.31

-

44.81

Buildings

2,218.12

57.16

-

2,275.28

471.95

93.93

-

565.88

1,709.40 1,746.17

Plant & Machinery

5,063.85

815.69

297.30

5,582.24 3,545.96

364.64

294.51

3,616.09

1,966.15 1,517.89

-

35.06

-

35.06

-

4.25

-

4.25

30.81

-

Furniture & Fixtures

597.63

35.96

-

633.59

188.38

45.12

-

233.50

400.09

409.25

Vehicles**

244.32

120.92

123.87

241.37

152.05

40.18

109.83

82.40

158.97

92.27

3,807.82

620.87

-

4 , 4 2 8 . 6 9 1,077.41

923.55

- 2 , 0 0 0 . 9 6 2 , 4 2 7 . 7 3 2,730.41

12,341.09

1,685.66

421.17 1 3 , 6 0 5 . 5 8 5,476.25

1,475.98

404.34 6 , 5 4 7 . 8 9 7 , 0 5 7 . 6 9 6,864.84

9,847.87

2,838.02

344.78 1 2 , 3 4 1 . 1 1 4,863.40

937.34

324.48 5 , 4 7 6 . 2 6 6 , 8 6 4 . 8 5 4,984.47

Leasehold Land

Plant & Machinery on lease

Software Licenses Total Previous year Capital Work in Progress*

134.75

62.16

Notes: *

Capital Work in Progress includes capital advance payments of Rs. 2.52 Lakhs (as at 31st March 2010 Rs.14.22 Lakhs)

**

Vehicles include gross Rs.150.74 Lakhs (W.D.V. Rs. 104.28 Lakhs)acquired on loan, hypothecated with Tata Finance Ltd, ICICI Bank Ltd and TATA Capital Ltd (as at 31st March 2010 Rs.158.41 Lakhs) (W.D.V Rs. 40.19 Lakhs))

67

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

SCHEDULES FORMING P AR T OF THE B AL ANCE SHEET PAR ART BAL ALANCE in Rs lakhs.

SCHEDULE - 6 As at Mar 31, 2011

As at Mar 31, 2010

1,556.64

1,556.64

20,334.12

20,334.12

50% JV with HAL)

307.00

273.50

Share Application money paid

125.00

-

22,322.76

22,164.26

22,322.76

22,164.26

9,608.58

4,409.70

INVESTMENTS (a)

TRADE (UNQUOTED) - at cost i) Investment in Subsidiary companies Tata Technologies Inc. (formerly known as INCAT Systems, Inc.) @ (150,000 (P.Y. 150,000) shares of non-voting Class ‘A’ common stock with no Par value) Tata Technologies Pte Ltd, Singapore, a 100% subsidiary company 86,463,759 (P.Y. 86,463,759) ordinary shares with no par value ii) Investment in Joint Venture Company Tata HAL Technologies Ltd (Formerly known as INCAT HAL Aerostructures Ltd.) 3,070,000 (P.Y. 2,735,000) equity shares of Rs. 10 each fully paid

Long Ter m In vestmen ts erm Inv estments @ Consequent to the merger of Tata Technologies, USA with its wholly owned subsidiary Tata Technologies Inc, (formerly known as INCAT Systems Inc) on 1st April 2006, the Company’s holding of 150,000 shares in Tata Technologies, USA has been converted to 150,000 shares in the resultant Company. (b)

Current Investments (At Cost or Fair value whichever is lower) Investments in Mutual Funds (Unquoted) * * Refer details in next page

68

9,608.58

4,409.70

31,931.34

26,573.96

69

TATA Fixed Income Portfolio Fund Scheme B3 Reg Quarterly ICICI Prudential Interval Fund IV Quarterly Interval Plan B

Institutional Dividend ICICI Prudential Liquid Institutional Plus Plan - Div - Daily

SBI Magnum Insta Cash - Cash Plan - DDR ICICI Prudential Interval Fund Half Yearly Interval Plan -

I Institutional Dividend Kotak Quarterly Interval Plan Series 9 - Dividend

16 17

18

19 20

21

Dividend - Payout

Kotak Floater Short Term - Daily Dividend BSL Interval Income Fund - INSTL - Quarterly - Series 1 -

LICMF INCOME PLUS FUND - DAILY DIVIDEND PLAN Reliance Liquid Fund - DDR

14 15

27 28

JPMORGAN INDIA LIQUID FUND- SUPER INST. DAILY DIVIDEND PLAN- REINVEST

13

LICMF SAVINGS PLUS FUND - DAILY DIVIDEND PLAN Birla Short Term FMP Series 2 Dividend

JPMORGAN INDIA TREASURY FUND- SUPER INST. DAILY DIV PLAN- REINVEST

12

25 26

Reliance Liquid Fund - Treasury Plan - Institutional - DDR Reliance Money Manager Fund - Institutional Option - DDR

10 11

Kotak FMP 6M Series 10 - Dividend HDFC Liquid Fund Premium Plan - DDR

Birla Sun Life Ultra Short Term Fund Institutional DDR Kotak Floater Long Term - Daily Dividend

8 9

23 24

20.01

LICMF Liquid Fund - Dividend Birla Sun Life Cash Plus Institutional Premium DDR

6 7

UTI - FIXED INCOME INTERVAL FUND - SERIES II QUARTERLY INTERVAL PLAN IV - INSTITUTIONAL DIVIDEND PLAN

5.10 38.10 20.55

HDFC F R I F - STF - WP - Daily Dividend TATA Liquid Super High Investment Fund – DDR.

4 5

22

40.51 20.30

Kotak Liquid - Inst Premium Plan - Daily Dividend HDFC Cash Management Fund - Saving Plan - DDR

20.01

24.87 180.08

9.92 0.40

59.79 79.94

10.01

10.98 10.02

10.08 1,114.52

12.23 10.64

200.18

273.12 1,804.29

100.00 450.68

731.16 850.27

124.11 5.00

8.00 10.00

10.00 159.08

10.16

25.01 182.44

41.97

20.68

21.59 2.64

0.03 100.26

35.08 253.81

62.28 2.77

272.01 108.17

14.93

Units

Kotak Flexi Debt Fund - IP - Daily Dividend

Rupees

2 3

Rate

1

Units

10.12 10.00

10.00 10.00

10.00 12.26

10.00

10.00

16.75 10.00

118.52

10.20 10.00

10.00 10.01

10.01

10.01

15.29 1,001.37

10.01 10.08

10.98 10.02

10.08 1,114.52

12.23 10.64

10.05

Rate

1,255.52 50.01

80.05 100.01

100.02 1,950.32

101.59

200.12

638.26 205.50

604.45

413.31 202.99

250.15 1,825.30

420.07

207.01

330.04 2,640.60

0.32 1,010.56

385.14 2,543.10

627.84 3,083.58

3,326.15 1,150.57

150.03

Rupees

Subscription during Apr 10 - March 11

Name of the Funds/ Scheme Funds/Scheme

Balance as on Apr 1, 2010

124.11 0.00

8.00 10.00

0.00 159.08

10.16

20.01

38.10 0.00

5.10

0.00 20.30

25.01 182.44

41.97

0.00

21.59 1.65

20.04 100.26

59.95 433.89

42.74 3.17

331.80 188.11

14.93

Units

10.12 10.00

10.00 10.00

10.00 12.26

10.00

10.00

16.75 10.00

118.52

10.20 10.00

10.00 10.01

10.01

10.01

15.29 1,001.37

10.01 10.08

10.98 10.02

10.08 1,114.52

12.23 10.64

10.05

Rate

1,255.52 0.00

80.05 100.01

0.00 1,950.33

101.59

200.12

638.19 0.00

613.43

0.00 202.99

250.15 1,825.30

420.07

0.00

330.04 1,650.05

200.49 1,010.58

658.26 4,347.40

430.84 3,534.24

4,057.32 2,000.86

150.03

Rupees

(0.00) 0.00

0.00 0.00

0.00 0.00

0.00

0.00

0.00 0.00

0.00 5.00

0.00 0.00

10.00 0.00

0.00

(0.00)

(0.00) 20.55

(0.00)

40.51 0.00

0.00 0.00 0.00

0.00 0.00

0.00

20.68

0.00 0.99

0.00 0.00

0.00 0.00

29.46 (0.00)

0.00 (0.00)

0.00

Units

10.12 10.00

10.00 10.00

10.00 12.26

10.00

10.00

16.75 10.00

118.52

10.20 10.00

10.00 10.01

10.01

10.01

15.29 1,001.37

0.00 0.00

0.00 0.00

0.00 0.00

12.23 0.00

10.05

Rate

(0.00) 50.01

0.00 0.00

100.02 0.00

0.00

0.00

(0.00) 205.50

0.00

413.31 0.00

0.00 (0.00)

0.00

207.01

0.00 990.00

(0.00) 0.00

0.00 0.00

297.00 (0.00)

0.00 0.00

0.00

Rupees

Balance as on March 31, 2011

0.00 (0.00)

0.00

0.00

0.00 0.00

0.00 0.00

0.00 0.00

0.00 0.00

0.00 0.00

0.00

Redemptions during Apr 10 - March 11 Profit/Loss on Investment

AR T OF THE B AL ANCE SHEET SCHEDULES FORMING P PAR ART BAL ALANCE

Sr. No.

Schedule 6 (b) continued…..

70 17.00

IDFC Money Manager Fund - TP - Super Inst Plan C - DDR TATA Floaters Fund - DDR

Birla Sun Life Savings Fund - Insti. - DDR UTI-FLOATING RATE FUND -SHORT TERM PLAN -

INSTITUTIONAL DAILY DIVIDEND PLAN - Re-investment UTI Treasury Advantage Fund - IP DDR

TATA FMP Series 28 Scheme A Dividend SBI SHDF Ultra Short Term - IP - DDR

RELIANCE LIQUID FUND - CASH PLAN-DAILY DIVIDEND Birla Short Term FMP Series 7 Dividend

IDBI Ultra Short Term Fund - DDR BSL Short Term FMP Series 8 - Div - Payout

Religare FMP Series V - Plan F (91 days)- Dividend Religare Liquid Fund - Institutional Daily Dividend

TATA Fixed Income Portfolio Fund Scheme B2 Regular Monthly Dividend

IDFC Savings Advantage Fund - Plan A - DDR UTI Fixed Income Interval Fund - Monthly Interval Plan - II -

Institutional Dividend Plan - Payout JP Morgan India Fixed Maturity Plan 95D Series 1 -

Dividend Plan - Payout Axis Liquid Fund - Institutions Daily Dividend

Birla Sun Life Floating Rate Fund-STP-IP-DDR IDFC Fixed Maturity Monthly Series - 30 Dividend

SBI Debt Fund Series - 90 Days - 42 - Dividend IDBI Liquid Fund - DDR

DWS Money Plus Fund - Institutional DDR Reliance Liquidity Fund - DDR

34 35

36 37

38

39 40

41 42

43 44

45 46

47

48 49

50

51

52 53

54 55

56 57

375.02

4,409.70

Note : Aggregate market value of unquoted investments is Rs. 9,622.26 Lakhs

tal Total

0.40 20.00

Kotak Quarterly Interval Plan Series 4 - Dividend SBI Debt Fund Series - 90 Days - 37 - Dividend

2,911.86

12.43 22.99

10.00 0.40

90.02 50.00

0.28

29.95

20.00 27.50

25.25 10.00

76.77 10.00

300.05 119.44

1.31

60.16 0.10

200.84 148.48

9.00 10.00

19.80 5.00

Units 0.10

32 33

Rupees

BSL Qtly Interval - Series 4 - Dividend - Payout Birla Sun Life Ultra Short Term FMP Series 3 Dividend - Payout

Rate

30 31

Units

UTI Liquid Cash Plan Institutional - Daily Income Option Re-investment

29

10.08 10.01

10.00 1,000.00

10.00 10.00

1,000.07

10.00

1,000.16 10.00

10.08

10.00 10.00

10.00 10.00

11.14 10.00

1.00 10.01

1,000.21

10.01 1,000.77

10.00 10.04

10.00 10.00

10.00 10.00

Rate 1,019.45

36,784.38

125.25 230.03

100.02 400.33

900.18 500.00

275.46

170.03

402.35 200.00

301.99

200.00 275.05

252.48 100.00

855.29 100.01

300.05 1,195.08

1,306.34

602.04 102.99

2,008.69 1,490.04

90.03 100.02

198.00 50.00

Rupees 100.02

Subscription during Apr 10 - March 11

Name of the Funds/ Scheme Funds/Scheme

Balance as on Apr 1, 2010

2,305.58

0.00 22.99

0.00 0.00

90.02 0.00

0.28

0.00

0.00 0.00

0.00

0.00 27.50

0.00 0.00

76.77 0.00

0.00 19.99

0.70

39.97 0.00

109.98 39.86

0.00 10.00

0.00 5.00

Units 0.10

10.08 10.01

10.00 1,000.00

10.00 10.00

1,000.07

10.00

1,000.16 10.00

10.08

10.00 10.00

10.00 10.00

11.14 10.00

1.00 10.01

1,000.21

10.01 1,000.77

10.00 10.04

10.00 10.00

10.00 10.00

Rate 1,019.45

31,593.91

0.00 230.03

0.00 0.00

900.18 0.00

275.46

0.00

0.00 0.00

0.00

0.00 275.05

0.00 0.00

855.29 0.00

0.00 200.00

700.00

400.00 0.00

1,100.00 400.00

0.00 100.02

0.00 50.00

Rupees 100.02

0.00

0.00 0.00

0.00 0.00

0.00 0.00

(0.00)

0.00

0.00 0.00

0.00

0.00 0.00

0.00 0.00

0.00 0.00

0.00 (0.00)

(0.00)

0.00 0.00

(0.00) 0.00

0.00 0.00

0.00 0.00

0.00

Redemptions during Apr 10 - March 11 Profit/Loss on Investment

SCHEDULES FORMING P AR T OF THE B AL ANCE SHEET PAR ART BAL ALANCE

Sr. No.

Schedule 6 (b) continuedâ&#x20AC;Ś..

981.30

12.43 0.00

10.00 0.40

0.00 50.00

(0.00)

17.00

0.40 20.00

29.95

20.00 0.00

25.25 10.00

0.00 10.00

300.05 99.45

0.61

20.19 0.10

90.86 108.62

9.00 0.00

19.80 0.00

Units (0.00)

10.08 10.01

10.00 1,000.00

10.00 10.00

1,000.07

10.00

1,000.16 10.00

10.08

10.00 10.00

10.00 10.00

11.14 10.00

1.00 10.01

1,000.21

9,608.58

125.25 0.00

100.02 400.33

0.00 500.00

(0.00)

170.03

402.35 200.00

301.99

200.00 0.00

252.48 100.00

0.00 100.01

300.05 995.08

606.34

202.04 102.99

908.69 1,090.04

10.00 10.04 10.01 1,000.77

90.03 0.00

198.00 0.00

Rupees (0.00)

10.00 10.00

10.00 10.00

Rate 1,019.45

Balance as on March 31, 2011

Seventeenth annual report 2010-11

Ta ta Technolo gies Limit ed echnologies Limited

SCHEDULES FORMING P AR T OF THE B AL ANCE SHEET PAR ART BAL ALANCE in Rs lakhs.

SCHEDULE - 7 As at Mar 31, 2011

As at Mar 31, 2010

SUNDRY DEBTORS (a) Over six months old (unsecured) Considered good Considered doubtful (b) Others (unsecured, considered good) * Less : Provision for doubtful debts

37.04

65.81

253.62

249.42

6,338.67

5,799.35

6,629.33

6,114.58

253.62

249.42

6,375.71

5,865.16

As at Mar 31, 2011

As at Mar 31, 2010

2.36

2.66

2,344.33

29.56

5,704.25

1,957.15

3,037.43

2,190.48

11,088.37

4,179.85

* Debtors include unbilled revenue of Rs.153.40 Lakhs [Rs. Nil as at Mar 31, 2010] SCHEDULE - 8

CASH & BANK BALANCES Cash on hand Cheques on Hand Balances with Scheduled Banks: in Current Accounts in Deposit Accounts * Notes: * Pledged/lien with the Bankers / Govt authorities towards Guarantees/LCs/LUTs - Rs.37.03 Lakhs [Rs.2,188.16 Lakhs as at Mar 31, 2010] SCHEDULE - 9 As at Mar 31, 2011

As at Mar 31, 2010

150.95

150.33

(4.13)

(4.13)

566.56

1,033.81

58.36

6.13

263.22

912.58

-

5,500.00

78.94

77.12

LO ANS & AD VANCES ADV (Unsecured - considered good) Loans & Advances to Employees * Less: Provision for Doubtful Loans & Advances to Employees Advances to Suppliers, Contractors & Others Interest Accrued on Deposits Loans to Subsidiaries: Tata Technologies Inc. Inter-corporate deposits: Tata Motors Ltd. (Holding Company) Deposits With Government, Public Bodies and Others Prepaid Expenses Advance Payments against Taxes (Net of provisions)

82.69

138.94

2,379.45

3,258.93

3,576.04

11,073.71

Note: * Includes ‘considered doubtful’ - Rs. 4.13 Lakhs [Rs.4.13 Lakhs as at Mar 31, 2010]

71

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

SCHEDULES FORMING P AR T OF THE B AL ANCE SHEET PAR ART BAL ALANCE in Rs lakhs.

SCHEDULE - 10 As at Mar 31, 2011

As at Mar 31, 2010

7,902.72

6,904.15

41.47

70.14

CURRENT LIABILITIES Sundry Creditors - Dues to other than Micro, Medium and Small enterprises Refer Note no 3.p of Schedule ‘12’ Advance & Progress Payment Liability towards Investors Education and Protection Fund under Section 205C of the Companies Act, 1956, not due : Unpaid Dividend Other Liabilities Interest Accrued but not due

48.72

25.11

347.26

182.56

1.55

-

8,341.72

7,181.96

As at Mar 31, 2011

As at Mar 31, 2010

93.41

60.52

SCHEDULE - 11

PROVISIONS Provision for Taxation (Net of Advance Taxes)

1,863.68

2,603.12

Provision for Tax on Dividend

302.34

432.34

Provision for Staff Welfare Schemes

727.56

699.09

2,986.99

3,795.07

Proposed Dividend

72

Schedules forming part of the Balance Sheet and Profit and Loss Account for the year ended March 2011 12.

SIGNIFICANT ACCOUTING POLICIES AND NOTES TO ACCOUNTS 1.

Company overview TATA Technologies Limited (â&#x20AC;&#x153;TTL or the Companyâ&#x20AC;?) was incorporated on August 22, 1994 as a Private Limited company in the name of Core Software Systems Private Limited. The name of the Company was subsequently changed to Tata Technologies (India) Limited. On February 8, 2001, the Company changed its name from Tata Technologies (India) Limited to Tata Technologies Limited. The Companyâ&#x20AC;&#x2122;s range of services include IT Consultancy, SAP implementation and maintenance, providing networking solutions, CAD/CAM engineering & design consultancy. The Company is headquartered in Pune, India. The Company has five branches located at Mumbai, Lucknow, Jamshedpur, Bangalore and Chennai that enables it to provide high quality, cost-effective services to clients in India.

2.

Significant Accounting Policies a.

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

b.

Use of Estimates The preparation of the financial statements in conformity with GAAP requires the management of the Company (Management) to make estimates and assumptions that affect the reported amounts of revenue and expenses during the year and balances of assets and liabilities and disclosures relating to contingent liabilities as at the date of financial statements.

Provisions are made for all known losses and liabilities, future unforeseeable factors that may affect the profit on fixed price service contracts and also towards likely expenses for providing post-sales client support on such contracts.

c.

Revenue Recognition Revenue from services on time and materials contracts is recognized when services are rendered and related costs are incurred i.e. based on certification of time sheets and billed to clients as per the terms of specific contracts. In case of fixed price contracts, revenue is recognized over the life of the contract based on milestones achieved as specified in the contracts or by proportionate completion method on the basis of the work completed. Foreseeable losses on such contracts are recognized when probable.

Revenue from rendering Annual Maintenance Services (SAP-ERP) is recognized proportionately over the period of contract.

Revenue from third party software products and hardware sale is recognized upon delivery.

Income from interest and rent is recognized on time proportion basis.

Dividend from investments is recognized when the right to receive the payment is established and when no significant uncertainty as to measurability or collectability exists.

Commission Income on sale of PLM products is recognized upon delivery of products by the vendor to the end user.

d.

Fixed assets Fixed assets are stated at cost, less accumulated depreciation. Costs include all expenses incurred to bring the assets to its present location and condition. Direct costs are capitalized till the assets are ready for use and include financing costs relating to any borrowing attributable to the acquisition of qualifying fixed assets.

Software not exceeding Rs. 25,000 is charged off to the profit and loss account.

e.

Depreciation Depreciation on Fixed Assets except on Computers & Peripherals (included in Plant & Machinery) is provided on Straight Line Method (SLM) at the rates specified in the schedule XIV to the Companies Act, 1956. In case of Computers & Peripherals, the benefit period is considered to be of four years. Accordingly, depreciation is provided on SLM at the rate of 25% per annum. Depreciation on additions to Fixed Assets is provided from the month of acquisition of the Asset. Depreciation on Assets sold / scraped during the period is provided for prior to the month of sale / scrap as the case may be.

The Company charges 100% depreciation on assets individually costing less than Rs. 5000.

The value of leasehold land is amortized over the lease period of 95 years.

The value of vehicles acquired on loan is depreciated over a period of 3 & 5 years depending on the term of the Loan agreement.

73

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

The value of Softwares (Intangibles) is being amortised over its useful life i.e. between 2 to 4 years. f.

Leases Assets leased by the Company in its capacity as lessee, where the Company has substantially all the risks and rewards of ownership are classified as finance lease. Such lease are capitalised at the inception of the lease at lower of the fair value or the present value of the minimum lease payments and a liability is created for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year.

Lease arrangements where the risks and rewards incident to ownership of an asset substantially vest with the lessor, are recognized as operating lease. Lease payments under operating leases are recognized in the Profit & Loss account on a straight line basis.

g.

Foreign Currency transactions Income and expenses in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction.

Monetary current assets and current liabilities are reinstated at period-end exchange rates and the profit / loss so determined and also the realized exchange gains / losses are recognized in the Profit & Loss Account.

Premium or discount on forward contracts is amortised over the life of such contract and is recognized as income or expense in the profit and Loss Account.

h.

Investments Investments are classified into current investments & long term investments.

Current investments are carried at lower of cost and market value. Any reduction in carrying amount and reversals of such reductions are charged or credited to the Profit & Loss account.

Long term investments are stated at cost less provision for diminution in the value of such investments.

Diminution in value is provided for where the management is of the opinion that the diminution is of permanent nature.

i.

Impairment of Assets At each balance sheet date, the Company reviews using internal resources the carrying amounts of its fixed assets to determine whether there is any indication that the assets suffered an impairment loss. If any such condition exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment loss. Recoverable amount is the higher of an assetâ&#x20AC;&#x2122;s net selling price and value in use. In assessing value in use, the estimated future cash flows expected from continuing use of the asset and from its disposal are discounted to their present value using a pre tax rate that reflects the current market assessments of time value of money and the risks specific to the asset.

Reversal of impairment loss is recognized immediately as income in the profit & loss account.

j.

Inventories Inventories are valued at lower of cost or net realizable value. Cost is ascertained on a moving weighted average basis.

k.

Employee Benefits i.

Gratuity The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service.

The Company makes annual contributions to gratuity fund established as trust. The Company accounts for the liability for gratuity benefits payable in future based on an independent actuarial valuation.

ii.

Superannuation The Company has two superannuation plans, a defined benefit plan and a defined contribution plan.

An eligible employee on April 1, 1996 could elect to be member of either plan. Employees who are the members of the defined benefit superannuation plan are entitled to benefits depending on the years of service and salary drawn. The monthly pension benefits after retirement range from 0.75% to 2% of the annual basic salary for each year of service. The Company account for superannuation benefits payable in future under the plan based on an independent actuarial valuation.

With effect from April 1, 2003, this plan was amended and benefits earned by covered employees have been protected as at March 31, 2003. Employees covered by this plan are prospectively entitled to benefits computed on a basis that ensures that the annual cost of providing the pension benefits would not exceed 15% of salary.

The Company maintains separate irrevocable trusts for employees covered and entitled to benefits.

The Company contributes up to 15% of the eligible employeesâ&#x20AC;&#x2122; salary to the trust every year. Such contributions are recognized as an expense when incurred. The Company has no further obligation

74

beyond this contribution. iii.

vish ya K aly an Yojana (BKY Bha havish vishy Kaly alyan (BKY)) Bhavishya Kalyan Yojana is an unfunded defined benefit plan. The benefits of the plan accrue to an eligible employee at the time of death or permanent disablement, while in service, either as a result of an injury or as certified by the appropriate authority. The monthly payment to dependents of the deceased /disabled employee under the plan equals 50% of the salary drawn at the time of death or accident or a specified amount, whichever is higher. The Company accounts for the liability for BKY benefits payable in future based on an independent actuarial valuation.

iv iv..

Post-retirement Medicare Scheme Under this Scheme employees get medical benefits subject to certain limits of amount, periods after retirement and types of benefits, depending on their grade and location at the time of retirement.

The Company account for the liability for post-retirement medical scheme based on an independent actuarial valuation.

v.

Provident Fund The eligible employees of the Company are entitled to receive benefits under the provident fund, a defined contribution plan, in which both employees and the company make monthly contributions at a specified percentage of the covered employeesâ&#x20AC;&#x2122; salary (currently 12% of employeesâ&#x20AC;&#x2122; salary). The provident fund contributions, as specified under the law, are paid to the provident fund set up as irrevocable trust by the Company and pension amount is paid to Regional Provident Fund Commissioner and the Central Provident Fund under the State Pension Scheme.

vi.

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

l.

Taxa tion axation Current income tax expense comprises taxes on income from operations in India and foreign tax jurisdictions. Current Income tax payable in India is determined in accordance with the provisions of Income Tax Act, 1961 and current income tax expense relating to overseas operations is determined in accordance with tax laws applicable in countries where such operations are domiciled.

Deferred tax expense or benefit is recognized on timing differences being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets and liabilities are measured using the tax rates and the tax laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognized only to the extent that there is virtual certainty that taxable income will be available to realize these assets. All other deferred tax assets are recognized only to the extent that there is reasonable certainty that future taxable income will be available to realize these assets.

m.

Employee Stock Options In accordance with the Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines, 1999 issued by Securities and Exchange Board of India (SEBI), the Company introduced Employee Stock Option Plan 2001 ( TTESOP 2001) in 2000-01. As per the Plan, the options were granted at fair value as determined by an independent valuer as on the date of the grant and hence no compensation cost has been recognized.

n.

Cash flow statement Cash flows are reported using indirect method, whereby net profit after tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments.

The cash flows from regular revenue generating, investing and financing activities of the Company are segregated.

o.

Earnings per share The earnings considered in ascertaining the Companyâ&#x20AC;&#x2122;s earnings per share comprise the net profit after tax and include the post-tax effect of any extra-ordinary items. The number of shares used in computing basic earnings per share, is the weighted average number of shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises the shares considered for deriving basic earnings per share and also number of equity shares that could have been issued on the conversion of all dilutive potential equity shares.

p.

Borrowing costs Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset. Borrowing costs are capitalized as part of the cost of a qualifying asset when it is probable that they will result in future economic benefits to the enterprise and

75

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

the costs can be measured reliably. Other borrowing costs are recognized as an expense in the period in which they are incurred. q.

Provisions, contingent liabilities and contingent assets A provision is recognized when the Company has present obligation as a result of past event and its probable that an outflow of resources will be required to settle the obligation, in respect of which reliable estimate can be made. The provisions (excluding retirement benefits) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect current best estimates. Contingent liabilities are not recognized in the financial statements. A contingent asset is neither recognized nor disclosed in the financial statements.

3.

Notes to Balance Sheet and Profit and Loss Account a.

D ef er efer errr ed Tax Major components of deferred tax arising on account of timing differences are: As at March 31, 2011

As at March 31, 2010

Rs. Lakhs

Rs. Lakhs

786.46

631.29

786.46

631.29

803.82

221.75

Deferred tax liabilities: Depreciation Sub-total Deferred tax assets: Provision for expenses u/s. 43B Provision for doubtful debts Others

32.38

162.89

213.30

Sub-total

1,004.84

467.43

Net

218.38

(163.86)

D ef er sset /(Liabilit y) efer errr ed Tax A Asset /(Liability) b.

38.13

Computation of Earnings per share 2010-2011

2009-2010

Rs. Lakhs

9,704.61

7,636.52

Earnings Per Share (a)

Profit after tax

(b)

The weighted average number of Ordinary Nos.

37,273,672

37,187,364

(â&#x20AC;&#x2DC;c)

The nominal value per Ordinary Share

Rupees

10.00

10.00

(d)

Earnings Per Share (Basic)

Rupees

26.04

20.54

(e)

Profit after tax for Basic & Diluted EPS

Rs. Lakhs

9,704.61

7,636.52

(f)

The weighted average number of Ordinary Shares for Basic EPS

Nos.

37,273,672

37,187,364

(g)

Add: Adjustment for Employee Stock Options

Nos.

149,796

220,460

(h)

The weighted average number of Ordinary Nos.

37,423,468

37,407,824

(i)

Earnings Per Share (Diluted)

Rupees

25.93

20.41

Shares for Basic EPS

Shares for Diluted EPS

76

c.

Employee Benefits Defined benefit plans / Long term compensated absences - As per actuarial valuations as on March 31, 2011 Gratuity

i

ii

Current Service cost

134.49

115.89

114.45

88.62

20.03

25.87

27.09

27.43

60.20

64.33

20.54

11.44

19.49

16.56

27.93

30.15

9.09

9.67

9.26

26.22

Interest cost

92.29

89.21

89.37

76.16

33.08

32.76

32.77

33.76

27.72

35.29

33.33

41.90

17.00

11.94

16.52

11.94

6.02

5.91

12.64

10.89

Expected return on plan assets

(87.82)

(93.66)

(96.39)

(90.65)

(41.24)

(39.23)

(36.20)

(39.15)

-

-

-

-

-

-

-

-

-

-

-

-

Actuarial Losses/(Gains)

171.25

(2.27)

(75.06)

180.35

34.79

(15.52)

30.44

68.90

94.27

(16.82)

125.11

49.17

(31.18)

37.19

(94.83)

14.32

28.40

(8.33)

(96.25)

(12.46)

Total expense / (income) recognised in the Statement of Profit & Loss Account

310.21

109.17

32.37

254.48

46.66

3.88

54.10

90.94

182.19

82.80

178.98

102.51

5.31

65.69

(50.38)

56.41

43.51

7.25

(74.35)

24.65

252.38

113.36

113.19

153.95

82.10

2.45

25.73

48.17

187.38

154.78

156.96

249.70

8.62

3.72

3.15

1.90

6.56

5.19

4.63

3.41

-

-

-

342.00

20.03

28.32

30.82

75.60

187.38

154.78

N/A

N/A

8.62

3.72

3.15

1.90

6.56

5.19

4.63

3.41

2010

2009

2008

2011

2010

2009

2008

2011

2010

2009

2008

1,437.42 1,212.00 1,106.22

1,108.00

517.17

531.15

486.54

435.70

413.87

420.63

492.61

470.59

201.01

204.32

142.35

195.88

111.10

74.15

72.09

151.06

- 1,223.98 1,227.37

-

-

-

-

-

-

-

-

-

-

Net asset/(liability) recognised in balance sheet as at March 31, 2011

1,261.53

505.92

546.53

477.48

449.92

121.15

153.53

(11.25)

15.38

(9.06)

14.22

1,212.00 1,106.22 1,108.00

972.94

531.15

486.54

435.70

446.06

(1,437.42)

11.98

(413.87) (420.63)

(492.61) (470.59) (201.01) (204.32) (142.35) (195.88) (111.10) (74.15)

(72.09) (151.06)

Change in Defined Benefit Obligations (DBO) during the year ended March 31, 2011 Present Value of DBO at beginning of year

420.63

492.61

470.59

617.78

204.32

142.35

195.88

141.37

74.15

72.09

151.06

129.82

Current Service cost

134.49

115.89

114.45

88.62

20.03

25.87

27.09

27.43

60.20

64.33

20.54

11.44

19.49

16.56

27.93

30.15

9.09

9.67

9.26

26.22

Interest cost

92.29

89.21

89.37

76.16

33.08

32.76

32.77

33.76

27.72

35.29

33.33

41.90

17.00

11.94

16.52

11.94

6.02

5.91

12.64

10.89

251.02

14.04

94.27

(16.82)

125.11

49.17

(31.18)

37.19

(94.83)

14.32

28.40

(8.33)

(96.25)

(12.46)

(156.96) (249.70)

(8.62)

(3.72)

(3.15)

(1.90)

(6.56)

(5.19)

(4.63)

(3.41)

Actuarial (gains)/ losses

(92.42)

124.24

15.01

(11.57)

16.71

(23.38)

Benefits paid

(252.38) (113.36) (113.19)

(153.95)

(82.10)

(2.45)

(25.73)

(48.17)

Present Value of DBO at the end of year

1,437.42 1,212.00 1,106.22

1,108.01

517.17

531.15

486.54

435.70

1,223.98 1,227.37 1,261.53

(188.95) (154.78) 413.87

420.63

492.61

470.59

201.01

204.32

142.35

195.88

111.10

74.15

72.09

151.07

N/A

Change in Fair Value of Assets during the year ended March 31, 2011 Plan assets at beginning of year Actual return on plan assets Actual Company contributions

1,038.95

546.53

477.48

449.92

475.62

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

167.59

109.97

79.03

34.53

21.46

43.18

22.47

(53.13)

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

-

-

-

342.00

20.03

28.32

30.82

75.60

187.38

154.78

156.96

249.70

8.62

3.72

3.15

1.90

6.56

5.19

4.63

3.41

(156.96) (249.70)

(4.63)

(3.41)

Benefits paid

(252.38) (113.36) (113.19)

(153.95)

(82.10)

(2.45)

(25.73)

(48.17)

(8.62)

(3.72)

(3.15)

(1.90)

(6.56)

(5.19)

Plan assets at the end of year

1,139.19 1,223.98 1,227.37

1,261.53

505.92

546.53

477.48

449.92

-

-

-

-

-

-

-

-

-

-

(187.38) (154.78)

Actuarial Assumptions Discount Rate

8.50%

8.50%

8.50%

8.50%

6.75%

6.75%

6.75%

7.75%

8.50%

8.50%

8.50%

8.50%

8.50%

8.50%

8.50%

8.50%

8.5%

8.5%

8.5%

8.5%

Expected Return on plan assets

8.00%

8.00%

8.00%

8.00%

8.00%

8.00%

8.00%

8.00%

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Salary escalation

2%-5%

2%-5%

3%-5%

5%-7.5%

N/A

N/A

N/A

N/A

2%-5%

2%-5%

3%-5% 5%-7.5%

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

4.00%

4.00%

4.00%

4.00%

100.00%

99.73%

100%

73% 100.00%

99.16%

100%

100%

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

0.00%

0.27%

0%

27%

0.84%

0%

0%

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Medical cost inflation

N/A

N/A

2%-5% 2%-5% N/A

N/A

3%-5% 5%-7.5% N/A

N/A

The major categories of plan assets as percentage of total plan assets Debt securities Balances with banks

viii

2011

Actual Contribution and Benefit Payments for year ended 31 March 2011

Fair value of plan assets

vii

2008

Components of employer expense

Net asset/(liability) in balance sheet recognised

vi

2009

BKY

2008

Present Value of Defined Benefit Obligation

v

2010

Post-retirement Medicare scheme

2009

Actual Contributions

iv

2011

Compensated absences

2010

Actual benefit payments

iii

Superannuation

2011

0.00%

Effect of one percentage point change in assumed Medical inflation rate

One percentage point increase in Medical inflation rate 2011

2010

2009

2008

2010

2009

2008

DBO as at 31 March

30.48

216.65

150.45

209.33

28.06 193.01

134.89

183.65

Service cost for the year

20.60

17.43

30.36

31.25

18.46

15.75

26.94

25.02

Interest cost for the year

18.05

12.63

20.24

12.37

16.04

11.31

15.48

9.48

One percentage point decrease in Medical inflation rate 2011

77

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

(a)

Defined Contribution PlansThe Companyâ&#x20AC;&#x2122;s contribution to defined contribution plan aggregated Rs. 296.37 lakhs (2009-10 Rs. 278.32 lakhs) for the year ended March 31, 2011 has been recognised in the statement of Profit and Loss Account.

d.

(b)

The expected rate of return on plan assets is based on market expectation, at the beginning of the year, for returns over the entire life of the related obligation.

(c)

The assumption of future salary increases, considered in actuarial valuation, takes into account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

Capital Commitments The estimated amount of contracts remaining to be executed on capital account, and not provided for is Rs. 1,684.05 lakhs as at March 31, 2011 (Year ended March 31, 2010 : Rs. 378.36 Lakhs).

e.

Contingent Liabilities As at March 31, 2011 Rs. Lakhs

As at March 31, 2010 Rs. Lakhs

-

5,156.18

219.40

196.97

53.01

53.01

a) Bills discounted b) Income Tax demands disputed in appeals c) Sales Tax demands disputed in appeals d) Service Tax demands disputed in appeals e) Corporate Guarantees issued to Bank in respect of loan taken by subsidiary companies f.

313.74

100.91

22,813.51

23,250.14

Stock Option Plan Details of the Employee Stock Option Plan 2001 (TTESOP 2001) are mentioned below: Number of options granted, Exercised and forfeited

As at March 31, 2011

As at March 31, 2010

180,803

268,377

Options granted, beginning of the year

-

-

Exercised during the year

(70,664)

(81,798)

Forfeited during the year

(1,600)

(5,776)

108,539

180,803

Granted during the year

Option granted, end of year g.

Quantitative details ( Values in Rs hs) Rs.. Lak Lakhs) 2010-11 OPENING

2009-10

PURCHASES

STOCK

OPENING

Networking Items

Value

-

33.92

-

Qty Software & Licenses

Value

-

200

-

1

-

5,607.19

-

3,084.70

Qty

-

2,156

-

1,284

T O TAL

Value

-

5,641.11

-

3,085.66

Qty

-

2,356

-

1,285

2010-11 SALES 42.01

Networking Items

Value Qty

200

Software & Licenses

Value

6,975.58

Qty

2,156

Value Qty

T O TA L

0.96

2009-10

CLOSING

SALES

STOCK

78

PURCHASES

STOCK

-

CLOSING STOCK

1.45

-

-

1

-

-

3,944.10

-

-

1,284

-

7,017.59

-

3,945.55

-

2,356

-

1,285

-

h.

Information as required under clause 4(D), Part II, Schedule VI to the Companies Act 2010-2011 Rs. Lakhs (a)

11,091.46

Earnings in foreign currency Services

7,900.49

11,013.82

7,763.75

Commission

48.46

47.13

Interest

29.18

89.61 455.69

(b) CIF Value of imports Capital Goods

382.67

Revenue Items

598.15 366.20

73.03

231.94 3,306.74

(â&#x20AC;&#x2DC;c) Expenditure in foreign currency: Travel / Training Expenses Software Development services

3,467.82

96.88

185.25

2,793.48

1,974.73

Interest Commission Other Expenses i.

2009-2010 Rs. Lakhs

92.62

88.29

305.81

252.29

17.95

97.94

Remittances in foreign currencies for dividends The particulars of dividends remitted in foreign currencies to non-resident shareholders are as under: 2010-11

2009-10

Number of non-resident shareholders FY 2008-09 - Final dividend

No.

-

6

FY 2009-10 - Final dividend

No.

6

-

FY 2010-11 - Interim dividend

No.

5

4,244,089

Number of shares held by them FY 2008-09 - Final dividend

No.

-

FY 2009-10 - Final dividend

No.

4,246,889

FY 2010-11 - Interim dividend

No.

3,434,897

Gross amount of dividend

j.

FY 2008-09 - Final dividend

Rs. Lakhs

-

FY 2009-10 - Final dividend

Rs. Lakhs

297.28

FY 2010-11 - Interim dividend

Rs. Lakhs

240.44

84.88

Auditors Remuneration* 2010-11 Rs. Lakhs

2009-2010 Rs. Lakhs

25.00

25.00

ii) For Tax Audit

3.00

3.00

iii) For Other services

0.50

1.27

i)

For services as auditors, including quarterly audits

iv) Reimbursement of out-of-pocket expenses

0.33

0.11

28.83

29.38

* Excluding service tax

79

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

k.

Managerial Remuneration 2010-2011 Rs. Lakhs

2009-2010 Rs. Lakhs

Managerial Remuneration for Director (excluding provision for encashable leave)

30.24

30.24

-

-

The above is inclusive of (a) Estimated expenditure on perquisites (b) Commission (c) Incentive Remuneration

-

-

20.16

20.16

Commission to Wholetime Director 9,704.61

(a) Profit after Tax as per Profit & Loss Account

7,636.50

30.24

30.24

Provision for Taxation - Current year

3,800.00

3,034.36

- Earlier year

(412.00)

-

- Deferred

(382.24)

59.49

(b) Add: Managerial Remuneration

Provision for doubtful debts Depreciation as per Books

151.15

9.13

1,475.97

4,663.13

937.34

14,367.74

11,707.06

(c) Less: Depreciation as per Section 350 of the Companies Act, 1956

1,475.97

937.34

4.75

Profit on sale of assets (d) Net Profit as per Section 309(5)

1,480.72

-

12,887.02

10,769.72

-

-

(e) Commission to Wholetime Director l.

Obligations towards finance lease As at March 31, 2011 Rs. Lakhs

As at March 31, 2010 Rs. Lakhs

Total of M inimum lease pa ymen ts Minimum paymen yments Not later than one year Later than one year and not later than five years

9.54 33.38 42.92

-

9.09

-

33.83

-

Less: Interest Present Value of Minimum lease payments Not later than one year Later than one year and not later than five years

6.21 27.62

The Company has entered into finance lease arrangements for servers. m.

Obligations under operating lease Obligations towards non-cancelable lease Lease Obligations Dues not later than one year Due later than one year but not later than five years Later than five years Lease payments recognised in the statement of profit and loss for the year

2010-11 Rs. Lakhs

2009-10 Rs. Lakhs

119.87 247.03

19.09 26.37 366.90

45.47

-

-

14.79

45.12

The Company has entered into operating lease arrangements for office premises. This includes lease obligations on account of a lease agreement for premises in SEZ Unit, signed on March 31, 2011 which has no impact on Profit and Loss account for current year.

80

n.

Derivative transactions transactions.

The Company uses forward exchange contracts to hedge its exposure in foreign currency. The information on derivative instruments is as follows: 1. Derivative instruments outstanding as at March 31, 2011: in Rs. Lakhs Particulars Forward Exchange contracts

As At

Bought/sold

March 31, 2011

-

March 31, 2010

Sold

Amount -

Amount -

-

(GBP/INR) GBP 13.56 INR 920.19

2. Foreign exchange currency exposures not covered by derivative instruments as at March 31, 2011 In Rs. Lakhs As At March 31, 2011 Particulars

Sundry Debtors

Sundry Creditors

o.

As At March 31, 2010

Currency

Amount in Foreign Currency

Equivalent amount in INR

Amount in Foreign Currency

Equivalent amount in INR 280.37

EUR

3.75

237.88

4.63

CAD

-

-

0.01

0.53

GBP

13.89

992.89

7.73

524.51

SGD

-

-

0.04

1.29

THB

17.83

26.25

16.35

22.85

USD

51.73

2,306.60

51.10

2,301.09

EUR

0.31

19.77

0.03

1.90

GBP

1.20

85.74

0.44

30.06

SGD

0.09

3.01

0.15

4.77

THB

6.44

9.49

0.81

1.14

USD

12.84

572.48

56.04

2,523.67

Unsecured Loan

USD

108.66

4,844.69

90.00

4,052.71

Loan to subsidiary

USD

5.90

263.22

20.27

912.58

Current account with Bank

USD

91.09

4,061.69

39.48

1,777.71

During the prior year, based on the approval of Shareholders of the Company at the Extra-Ordinary General Meeting held on March 5, 2010 and on the basis of Order of the High Court of Judicature at Mumbai vide its order dated April 16, 2010, the Company had utilized balance in the securities premium account to the tune of Rs. 4,665.77 lakhs towards one time charges/cost (including change in accounting policy for provision for doubtful debts) incurred by the Company and its subsidiary companies. The amounts relating to the Company amounting to Rs.1,731.44 lakhs had been adjusted to the Securities Premium Account. An amount of Rs.2,934.33 lakhs equivalent to the total amount of adjustments relating to the subsidiaries had been identified and segregated from the balance in the Securities Premium Account for adjustment on consolidation. Of this total adjustment made, Rs.158.31 lakhs and Rs.1,657.63 lakhs related to provision for doubtful debts of the Company and its subsidiary companies respectively on account of change in accounting with regard to provision for doubtful debts.

During the year ended 31st March 2011, the Company and its subsidiary companies have received amounts aggregating to Rs. 146.95 lakhs and Rs. 543.03 lakhs respectively against the balances for which the provision were made on account of change in accounting policy. Consequently, such excess provisions for doubtful debts on account of the said collections have been written back to the securities premium account.

p.

Dues to micro, small and medium scale enterprises Based on the information available with the Company, none of the vendors fall under the definition of micro, small and medium scale enterprises. This information is not verifiable by the auditors.

81

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

q.

Segment Reporting Primary Segment Segment reporting is made on the basis of the geographical location of the customer.

USA

India

Rest of the World

Total Rs. Lakhs

Revenues

5,949.59

38,365.74

5,000.73

49,316.06

3,666.88

30,513.20

4,107.97

38,288.05

Identifiable operating expenses

4,866.56

24,233.61

3,732.91

32,833.08

3,305.50

18,017.06

2,715.26

24,037.81

Allocated expenses

201.32

782.31

169.21

1,152.84

113.18

692.07

126.80

932.05

Segmental operating Income

881.71

13,349.82

1,098.61

15,330.14

248.20

11,804.08

1,265.91

13,318.19 3,695.69

Unallocable expenses

3,480.12 1,075.92

Other Income

892.29 12,710.37

Net profit before taxes

10,730.35 Taxes

3,005.76

Net profit after taxes

9,704.61

3,093.85 7,636.51 Fixed assets used in the Company’s business or liabilities contracted have not been identified to any of the reported segments, as fixed assets and services are used interchangeably between reported segments.

Secondary Segment The complete operations of the Company have been treated as a single segment “Information technology services”.

Previous year figures have been shown in italic. r.

Related Party Disclosures for the period March 31, 2011 a)

Related party and their relationship 1 Parent Company

Tata Motors Limited

2 Subsidiary Company 3 Indirect Subsidiaries

4 Fellow subsidiaries

82

Tata Technologies Pte. Limited, Singapore 1 2 3 4 5 6 7 8 1 2 3 4 5 6 7 8 9 10 11 12 13

Tata Technologies (Thailand) Limited INCAT International Plc. Tata Technologies Europe Limited INCAT SAS (liquidated w.e.f. April 30, 2010) INCAT GmbH Tata Technologies Inc. Tata Technologies de Mexico, A.S. de C.V. Tata Technologies (Canada) Inc. TAL Manufacturing Solutions Ltd. HV Axle Ltd. HV Transmission Ltd. Sheba Properties Ltd. Concorde Motors (India) Ltd. Tata Daewoo Commercial Vehicle Co.Ltd. Tata Motors Insurance Broking & Advisory Services Ltd. Tata Motors European Technical Centre Plc. Tata Motors Finance Limited Tata Marcopolo Motors Ltd. Tata Motors (Thailand) Ltd. TML Holdings Pte Ltd., Singapore TML Distribution Company Limited

4

Fellow subsidiaries

14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55

56 57 58 59 5

Joint Venture

6

Associates of Parent Company

Tata Hispano Motors Carrocera S.A. Tata Motors (SA) (Proprietory) Limited Miljobil Grenland AS JaguarLandRover Limited Jaguar Cars Ltd Jaguar Cars Overseas Holdings Ltd Jaguar Land Rover Austria GmbH Jaguar Belux NV Jaguar Land Rover Japan Ltd. Jaguar cars South Africa (pty) Ltd Jaguar Italia SPA Jaguar Cars Exports Ltd The Daimler Motor Company Ltd The Jaguar Collection Ltd Daimler Transport Vehicles Ltd SS Cars Ltd The Lanchester Motors Company Ltd Jaguar Hispania Sociedad Jaguar Deutschland GmbH Land Rover UK Land Rover Group Ltd Jaguar Land Rover North America LLC Land Rover Belux S.A./N.V Land Rover Ireland Ltd Jaguar Land Rover Nederland BV Jaguar Land Rover Portugal - Veiculos e Pecas LDA Jaguar Land Rover Australia Pty Ltd. Land Rover Exports Ltd Land Rover Italia SpA Land Rover Espana SL Land Rover Deutschland GmbH Jaguar Land Rover Mexico SA de CV (sold to an importer on July 12, 2010) Jaguar Land Rover Korea Company Ltd Jaguar Land Rover Automotive Trading (Shanghai) Company Ltd. Jaguar Land Rover Canada ULC Jaguar Land Rover France, SAS Jaguar Land Rover (South Africa) (Pty) Ltd. Jaguar Land Rover Brazil LLC Limited Liability Company “Jaguar Land Rover” (Russia) Land Rover Parts Limited Land Rover Parts US LLC Tata Hispano Carrosseries Maghreb (Name changed from Carrosseries Hispano Maghreb, Morocco w.e.f.

February 22, 2011) Tata Daewoo Commercial Vehicle Sales and Ditsribution Co. Ltd. Tata Precision Industries Pte. Ltd (w.e.f. February 15, 2011) Tata Engineering Services Pte Ltd (w.e.f. February 15, 2011) Trilix, Italy TATA HAL Technologies Limited

1 2 3 4 5 6 7

Tata Cummins Ltd Tata Precision Industries (India) Ltd. (w.e.f. February 15, 2011) Fiat India Automobiles Ltd. Automobile Corporation of Goa Ltd Nita Co Ltd Telco Construction Equipment Co.Ltd. Tata AutoComp Systems Ltd

83

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

7 Key Management Personnel 8 Key Management Personnel in subsidiary companies & Joint Venture

Mr. P. R. McGoldrick 1 2 3 4 5 6 7

Mr. Warren K Harris Mr. Samir Yajnik Mr. Fernando Oviedo Mr. Nick Sale Mr. Ramesh Indhewat Mr. Ron Bienkowski Mr. Lokesh Shrivastava

b) Transactions with the related parties A statement of transactions with the related parties is attached. in Rs. lakhs Particulars

Parent Fellow Subsidiaries Company Subsidiaries

Sale of goods (inclusive of sales tax)

3,225 (1,194,28)

(94.40)

8.74 (8.54)

29.22 (17.98)

5.20 (52.20)

-

Services received

(0.07) (-)

1.69 (-)

3,347.16 (511.87)

134.94 (7.72)

17.34 (1.45)

-

Services rendered

26,224.57 (21,005.40)

1,709.45 (1,816.87)

9,174.24 (6,870.04)

1.09 (-)

601.36 (143.07)

-

Finance given (including loans. equity & ICD)

27,100.00 (22,900.00)

-

-

-

-

-

Finance taken (including loans, equity & ICD)

32,600.00 (21,600.00)

-

-

-

-

-

(553.14) (24.62)

-

(29.18) (-90.33)

-

-

-

-

-

-

-

-

30.24 (30.24)

2,176.22 (1,009.18)

111.96 (246.00)

2,563.04 (3,740.63)

15.43 (18.13)

72.19 (70.21)

-

45.24 (15.94)

(0.01) (-)

547.25 (391.48)

35.65 (4.10)

0.00 (-)

20.16 (20.16)

(5,500.00)

-

263.22 (912.58)

432.00 (273.50)

-

-

-

0.01 (0.01)

-

-

2.92 (-)

-

Interest/Dividend paid (received) (net) Remuneration Amount receivable Amount Payable Amount receivable (in respect of loans, Equity & ICD) Amount payable (in respect of loans, Equity & ICD)

Joint Associates of Key Venture Parent Management Company Personnel

Disclosure of material transactions transactions: There are no material transactions with related parties except for Tata Motors Ltd. (parent Company) as disclosed above.

Previous yearâ&#x20AC;&#x2122;s figures have been shown in bracket. s.

84

The Company has a joint venture with Hindustan Aeronautics Ltd., TATA HAL Technologies Ltd (THTL) for providing engineering and design solutions and services in the domain of aerostructures for aerospace industry. The Company has an investment of Rs. 307 lakhs as at March 31, 2011, representing 50% shareholding in THTL. During the year, the Company has further remitted Rs. 125 lakhs to THTL, towards application money and allotment of shares for the same is pending.

The proportionate share of assets and liabilities as on March 31, 2011 and income and expenditure for the year 2010-11of THTL are given below.

IN Rs. Lakhs As on March 31, 2011 (Audited)

As on March 31, 2010 (Audited)

(214.66)

(184.44)

RESRVERS AND SURPLUS Profit & Loss Account ASSETS Net Block (including CWIP) Current Assets

69.95

56.57

189.60

76.64

259.55

133.20

32.22

38.46

9.99

5.68

42.21

44.14

2010-11 (Audited)

2009-10 (Audited)

153.73

22.73

13.59

5.71

167.31

28.43

180.96

107.06

LIABILITIES Loan Funds Current Liabilities Provisions

INCOME Service Income Other Income EXPENDITURE Salary & Other general expenses Depreciation

t.

16.57

0.65

197.53

107.70

The previous year figures have been reclassified / regrouped, wherever necessary, to conform to the current yearâ&#x20AC;&#x2122;s classification.

85

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

Additional Information as required under Part IV of Schedule VI tto o the C ompanies A Companies Acc t, 1956 Balanc e SSheet heet A bstr ac ompan y â&#x20AC;&#x2122;s G ener al B usiness P alance Abstr bstrac actt and C Compan ompany Gener eneral Business Prr ofile : I)

Registration Details : Registration No.

U72200PN1994PLC013313

Balance Sheet Date II)

C apital R aised dur ing the Year Raised during

31.03.2011 (Amount in Rs. Thousands)

Public Issue

Nil

Rights Issue

Nil

Bonus Issue

Nil

Private Placement (Employee Stock Option Plan) III)

Position of Mobilisation and Deployment of Funds

707 (Amount in Rs. Thousands)

Total Liabiliit es Liabiliites

6,038,228

Total A ssets Assets

6,038,228

Sources of Funds : Paid-up Capital

373,153

Advance towards Share Capital

-

Reserves & Surplus

4,035,505

Secured Loans

12,230

Unsecured Loans

484,469

Application of Funds : Net Fixed Assets

719,244

Investments

3,193,134

Net Current Assets

IV IV))

971,141

Misc. Expenditure

-

Deferred Tax Asset/(Liability)

-

Accumulated Losses

-

Performance of Company

(Amount in Rs. Thousands)

Turnover

5,047,452

Total Expenditure

(3,776,415)

Profit/(Loss) Before Tax

1,271,037

Profit/(Loss) After Tax

V)

Earning Per Share - Basic (Rs.)

26.04

Dividend Rate

120%

Generic Names of Three Principal Products/Services of Company (as per monetary terms) Item Code No. (ITC Code) Product Description Item Code No. (ITC Code) Product Description

86

970,461

Nil Information Technology Consultancy Nil Trading in Computer Hardware/Software

AUDIT ORS T ON C ONSOLIDA TED FINANCIAL ST ATEMENT S UDITORS ORS’’ REPOR REPORT CONSOLIDA ONSOLIDATED STA TEMENTS TO THE BO ARD OF DIRECT ORS OF TATA TECHNOL OGIES LIMITED BOARD DIRECTORS TECHNOLOGIES 1.

We have audited the attached Consolidated Balance Sheet of Tata Technologies Limited (“the Company”), its subsidiaries and jointly controlled entity (the Company, its subsidiaries and jointly controlled entities constitute “the Group”) as at March 31, 2011, the Consolidated Profit and Loss Account and the Consolidated Cash Flow Statement of the Group for the year ended on that date, both annexed thereto. The Consolidated Financial Statements include investments in jointly controlled entities accounted in accordance with Accounting Standard 27 (Financial Reporting of Interests in Joint Ventures) as notified under the Companies (Accounting Standards) Rules, 2006. These financial statements are the responsibility of the Company’s Management and have been prepared on the basis of the separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these financial statements based on our audit.

2.

We conducted our audit in accordance with the auditing standard generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3.

We did not audit the financial statements of certain subsidiaries and the joint venture, whose financial statements reflect total assets of Rs. 8,980.37 lakhs as at March 31, 2011, total revenues of Rs. 39,094.89 lakhs and net cash inflows amounting to Rs.276.15 lakhs for the year ended on that date. These financial statements have been audited by other auditors whose reports have been furnished to us and our opinion, in so far it relates to amounts included in respect of these subsidiaries and the joint venture, is based solely on the reports of other auditors.

4.

We report that the Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of Accounting Standard 21(Consolidated Financial Statements) and Accounting Standard 27 (Financial Reporting of Interest in Joint Ventures) as notified under the Companies (Accounting Standard) Rules, 2006.

5.

Based on our audit and on consideration of the separate audit reports on individual financial statements of the Company and its aforesaid subsidiaries and joint venture, and to the best of our information and according to the explanations given to us, in our opinion, the Consolidated Financial Statements give a true and fair view in conformity with the accounting principles generally accepted in India; i)

in case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2011;

ii)

in the case of the Consolidated Profit and Loss Account, of the profit of the Group for the year ended on that date; and

iii) in the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the year ended on that date.

For Deloitte Haskins & Sells Chartered Accountants (Registration No.117366W)

Place: Pune Date: April 30, 2011

Hemant Joshi Partner (Membership No. 38019)

87

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

Consolidated Balance Sheet as at March 31, 2011 in Rs lakhs.

Schedule

Mar 31, 2011

Mar 31, 2010

SOURCES OF FUNDS SHAREHOLDERS’ FUNDS Share Capital

1

3,731.53

3,724.46

Reserves and Surplus

2

43,045.08

30,996.36

46,776.61

34,720.82

LOAN FUNDS Secured Loans

3

2,574.48

2,517.67

Unsecured Loans

4

27,701.10

27,257.35

30,275.58

29,775.02

-

163.86

77,052.19

64,659.70

34,456.53

32,887.66

19,608.84

18,029.32

11,732.88

10,627.21

7,875.96

7,402.11

DEFERRED TA X LIABILIT Y LIABILITY [Note 12.6.c Schedule ‘12’] TO TAL FUNDS EMPL O YED EMPLO APPLIC ATION OF FUNDS APPLICA GOODWILL [Note 12.6.f Schedule ‘12’] FIXED ASSETS Gross Block

5

Less: Depreciation and amortisation Net Block

814.29

62.17

8,690.25

7,464.28

9,608.58

4,409.70

859.28

890.92

Capital Work in Progress INVESTMENTS

6

DEFERRED TA X ASSET [N ot e 12.6.c Schedule ‘12’] [Not ote CURRENT ASSET S, LLO O ANS AND AD VANCES ASSETS, ADV

76.78

534.11

Sundry Debtors

7

23,631.89

22,303.60

Cash and Bank Balances

8

17,333.49

9,396.82

Loans and Advances

9

9,509.97

12,977.37

50,552.13

45,211.90 22,151.62

Inventories

Less:

CURRENT LIABILITIES AND PROVISIONS Liabilities

10

23,687.78

Provisions

11

3,426.80

4,053.14

27,114.58

26,204.76

NET CURRENT ASSETS

23,437.55

19,007.14

TO TAL FUNDS APPLIED

77,052.19

64,659.70

Significant Accounting Policies and Notes to Accounts

12

The Schedules referred to above and the notes thereon form an integral part of the Balance Sheet.

This is the Balance Sheet referred to in our report.

In terms of our report attached

For and on behalf of the Board

For Deloitte Haskins & Sells

Hemant Joshi Partner

Chief Financial Officer

S Ramadorai P R McGoldrick R Gopalakrishnan P P Kadle C Ramakrishnan

Date: April 30, 2011 Place: Pune

Anubhav Kapoor Company Secretary

Date: April 30, 2011 Place: Pune

Chartered Accountants Samrat Gupta

88

Chairman Managing Director Director Director Director

Consolidated Profit and Loss Account for the year ended March 31, 2011 Year ended Mar 31, 2011

in Rs lakhs.

Year ended Mar 31, 2010

A B C

88,186.15 36,746.13 1,873.67 126,805.95

78,681.38 28,357.26 2,758.25 109,796.89

D E F G H I J 5

26,627.73 331.53 15,101.98 54,686.71 990.05 7,864.10 737.80 1,887.26 38.45 549.12 108,814.73 17,991.22 (0.56) 17,991.78

18,806.46 330.21 17,881.59 48,652.29 1,001.32 7,525.72 1,205.23 1,467.62 164.30 37.79 97,072.53 12,724.36 127.63 12,596.73

4,234.61 (412.00) 267.30 13,901.87 11,939.59 25,841.46

3,547.37 (50.60) 9,099.96 6,675.09 15,775.05

2,609.12 1,863.68 735.68 1,000.00 19,632.98 25,841.46

2,603.12 432.34 800.00 11,939.59

37.30 37.15

24.50 24.30

Schedule INCOME

Income from Services Sale of Products Other Income EXPENDITURE Cost of Traded Items & Services AMC Charges Consultancy fees, Softwares and others Payroll and Related Expenses Communication Expenses Administration & Marketing Expenses Finance Charges Depreciation and amortisation Bad Debts written off Provision for Bad and Doubtful debts PR OFIT FOR THE YEAR BEFORE EX CEPTIONAL ITEMS AND TAX PROFIT EXCEPTIONAL (Gain)/loss on liquidation of subsidiaries (Net) PR OFIT / (L OSS) BEFORE TAX PROFIT (LOSS) Provision for Taxation - Current Tax - Earlier year - Deferred Tax charge/(credit) PR OFIT / (L OSS) AFTER TAX PROFIT (LOSS) Balance Brought forward from Previous Year PR OFIT A VAIL ABLE FOR APPR OPRIA TIONS PROFIT AV AILABLE APPROPRIA OPRIATIONS APPR OPRIA TIONS OPRIATIONS APPROPRIA Dividend - Interim Dividend - Final Dividend Tax on dividend Transfer to General Reserve Balance carried to Balance Sheet E.P.S (Equity Shares, par Value Rs. 10 each) [note 12.6.e, Schedule ‘12’] - Basic (in Rs.) - Diluted (in Rs.) Significant Accounting Policies and Notes to Accounts

15,775.05

12

The Schedules referred to above and the notes thereon form an integral part of the Balance Sheet.

This is the Profit and Loss Account referred to in our report.

In terms of our report attached

For and on behalf of the Board

For Deloitte Haskins & Sells

Hemant Joshi Partner

Chief Financial Officer

S Ramadorai P R McGoldrick R Gopalakrishnan P P Kadle C Ramakrishnan

Date: April 30, 2011 Place: Pune

Anubhav Kapoor Company Secretary

Date: April 30, 2011 Place: Pune

Chartered Accountants Samrat Gupta

Chairman Managing Director Director Director Director

89

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

Consolidated Cash Flow Statement Year ended Mar 31, 2011

in Rs lakhs.

Year ended Mar 31, 2010

13,901.87 1,887.26 1.14 0.81 3,822.61 267.30 115.02 2.88 737.79 (932.37) (194.15) (360.94) 549.12 740.18 20,538.52

9,099.96 1,467.62 1.96 0.98 3,547.37 (50.60) 33.21 1.34 1,205.22 (617.53) 526.06 (129.76) 37.79 15,123.62

Adjustments for : Income Accrued Inventories Debtors Loans & Advances to Employees Bills of Exchange Advance to Supplier, Contractors & Others Loans & Advances to Associates and others Deposits with Govt. Bodies & Others Prepaid Expenses Sundry Creditors Advance & Progress Payments Provision for Staff Welfare Expenses Provision for Waranty Unearned Income Advance Tax / Tax Deducted at Source NET C ASH FL O W (USED IN)/GENER ATED FR OM OPER ATING A CTIVITIES CASH FLO IN)/GENERA FROM OPERA ACTIVITIES

(52.29) 452.37 (1,061.40) 311.03 (773.57) (1,434.54) (60.67) (25.14) (447.27) (792.40) 34.17 380.79 (3,829.85) 13,239.75

(8.41) (371.05) 246.86 32.75 452.69 (666.83) (5.11) (1,345.14) 1,690.18 6.23 (139.33) (3.03) (348.20) (3,856.21) 10,809.02

CASH FLOW FROM INVESTING ACTIVITIES Proceeds from sale of Fixed Assets Dividend Received Interest Received Payment for Purchase of Fixed Assets Inter Corporate Deposits Placed Inter Corporate Deposits Refunded Interest received from Intercorporate Deposit Purchase of Mutual Fund Sale of Mutual funds Fixed Deposit with banks (net) having maturity over three months NET C ASH FL O W (USED IN)/GENER ATED FR OM INVESTING A CASH FLO IN)/GENERA FROM ACTIVITIES CTIVITIES

20.45 (115.01) 379.23 (1,352.19) (27,100.00) 32,600.00 553.14 (36,783.44) 31,584.56 3.52 (209.74)

19.51 (33.21) 36.85 (2,968.89) (22,900.00) 21,600.00 580.68 (31,004.93) 29,295.67 (11.46) (5,385.78)

CASH FLOW FROM FINANCING ACTIVITIES Proceeds from issue of shares including Premium Interest Paid Dividends Paid (including Dividend Tax) Proceeds /(Repayment) from Short Term borrowings Proceeds/(Repayment) from Cash Credit arrangement Proceeds/(Repayment) of Long Term borrowings NET C ASH FL OW (USED IN)/GENER ATED FR OM FINANCING A CTIVITIES CASH FLO IN)/GENERA FROM ACTIVITIES

7.07 (737.79) (6,054.32) 791.98 (158.30) (6,151.36)

31.12 (1,205.22) (975.86) (26,217.13) 225.26 24,842.23 (3,299.60)

6,878.65 17,333.49 24.48 9,396.82 27.99 (360.94) 251.06 449.53 6,878.65

2,123.64

CTIVITIES CASH FL OW FR OM OPER ATING A ACTIVITIES FLO FROM OPERA Net Profit after Taxation and Extraordinary Items Depreciation Disallowance of TDS Abroad Provision for Wealth Taxes Provision for Income Tax Provision for Deferred Tax Dividend Income on Investment in mutual funds (Profit) / Loss on Sale of Fixed Assets Interest Expense Interest Income Unrealised exchange Loss / (Gain) Effect of exchange differences on translation of foreign currency cash & cash equivalent Provision for Doubtful Debts Excess provision credited to Securities Premium Account Operating profit before Working Capital Changes

NET INCREASE / (DECREASE) IN C ASH & C ASH EQUIV ALENT S CASH CASH EQUIVALENT ALENTS Cash & Cash equivalent at the close of the year as per Schedule Less: Bank Deposits with original maturity over three months for the year Cash & Cash equivalents at the beginning of the year as per Schedule Less: Bank Deposits with original maturity over three months for the previous year Effect of exchange rate changes on cash and cash equivalents Add: Translation adjustment on Cash & Bank balances of foreign subsidiaries Add: Translation adjustment on reserves of foreign subsidiaries

In terms of our report attached

For and on behalf of the Board

For Deloitte Haskins & Sells

Hemant Joshi Partner

Chief Financial Officer

S Ramadorai P R McGoldrick R Gopalakrishnan P P Kadle C Ramakrishnan

Date: April 30, 2011 Place: Pune

Anubhav Kapoor Company Secretary

Date: April 30, 2011 Place: Pune

Chartered Accountants Samrat Gupta

90

9,396.82 27.99 5,401.83 16.54 (129.76) (545.90) 2,276.04 2,123.64

Chairman Managing Director Director Director Director

SCHEDULES FORMING P AR T OF THE C ONSOLIDA TED PR OFIT AND LLOSS OSS A CCOUNT PAR ART CONSOLIDA ONSOLIDATED PROFIT AC in Rs lakhs.

S CHEDULE - A Year ended Mar 31, 2011

Year ended Mar 31, 2010

88,186.15

78,681.38

88,186.15

78,681.38

Year ended Mar 31, 2011

Year ended Mar 31, 2010

35,916.74

27,371.23

829.39

986.03

36,746.13

28,357.26

Year ended Mar 31, 2011

Year ended Mar 31, 2010

Interest Income *

932.37

617.53

Commission Income

651.47

1,641.81

Dividend Income

115.01

33.21

Miscellaneous Income

174.82

465.70

1,873.67

2,758.25

Year ended Mar 31, 2011

Year ended Mar 31, 2010

26,170.40

19,153.33

26,170.40

19,153.33

534.11

187.24

76.78

534.11

INCOME FROM SERVICES Income from Services

SCHEDULE - B

SALE OF PRODUCTS Traded Products Own Products

SCHEDULE - C

OTHER INCOME

* Tax deducted at source on interest is Rs.55.31 Lakhs (Rs.85.77 Lakhs in 2009-10)

SCHEDULE - D

COST OF TRADED GOODS & SERVICES Purchase of Products/Services

Change in Stock in Trade Opening Stock Less : Closing Stock

457.33

(346.87)

26,627.73

18,806.46

91

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

SCHEDULES FORMING P AR T OF THE C ONSOLIDA TED PR OFIT AND LLOSS OSS A CCOUNT PAR ART CONSOLIDA ONSOLIDATED PROFIT AC in Rs lakhs.

SCHEDULE - E Year ended Mar 31, 2011

Year ended Mar 31, 2010

331.53

330.21

331.53

330.21

Year ended Mar 31, 2011

Year ended Mar 31, 2010

Outsourcing Charges

12,856.91

16,168.97

Software-internal use

286.01

384.39

Consultancy Fees

959.66

700.63

Professional Fees

810.24

434.29

Training Costs

189.16

193.31

15,101.98

17,881.59

Year ended Mar 31, 2011

Year ended Mar 31, 2010

52,531.10

47,020.98

Superannuation

343.03

282.20

Provident Fund

760.75

586.79

Staff welfare Expenses

739.79

652.51

AMC CHARGES AMC Charges

SCHEDULE - F

C ONSUL TANCY FEES, SOFT WARES & O THERS ONSULT SOFTW OTHERS

SCHEDULE - G

PAYR OLL & REL ATED EXPENSES YROLL RELA Salaries and Allowances

312.04

109.81

54,686.71

48,652.29

Year ended Mar 31, 2011

Year ended Mar 31, 2010

Telephone Expenses / Fax Charges

563.00

727.98

ISDN Charges

427.05

273.34

990.05

1,001.32

Gratuity

SCHEDULE - H

C OMMUNIC ATION EXPENSES OMMUNICA

92

SCHEDULES FORMING P AR T OF THE C ONSOLIDA TED PR OFIT AND LLOSS OSS A CCOUNT PAR ART CONSOLIDA ONSOLIDATED PROFIT AC in Rs lakhs.

SCHEDULE - I Year ended Mar 31, 2011

Year ended Mar 31, 2010

199.96

186.50

ADMINISTR ATION & MARKETING EXPENSES ADMINISTRA Expenses for Administration / Marketing Repairs & Maintenance - Buildings

21.97

21.72

174.65

143.04

Rent

968.53

1,257.60

Rates and Taxes

100.72

91.56

- Plant & Machinery - Others

0.55

0.98

Insurance

200.61

217.68

Overseas Marketing Expenses

150.43

260.12

1.80

1.16

Provision for Wealth Tax

Advertisement and Publicity

88.08

43.27

650.35

510.57

3,547.14

2,983.09

359.25

313.55

31.71

19.86

Auditors Remuneration

122.19

154.27

Staff Training and Seminar Expenses

188.51

81.74

Staff Recruitment Expenses

246.96

138.49

37.72

18.48

Foreign Currency (Gain)/Loss - (Net)

228.56

452.66

Other Expenses

544.41

629.38

7,864.10

7,525.72

Year ended Mar 31, 2011

Year ended Mar 31, 2010

Interest on Cash Credit

12.84

902.52

Interest on Buyers Credit

40.02

-

Interest on PCFC Loan

125.40

158.66

Interest on Term Loan

544.95

131.79

14.59

12.25

737.80

1,205.22

Business Promotion Expenses Office Expenses Travelling & Conveyance Power & Fuel Water Charges

Commission to Others

SCHEDULE - J

FINANCE CHARGES

Interest Expense - Others

93

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

SCHEDULES FORMING P AR T OF THE C ONSOLIDA TED B AL ANCE SHEET PAR ART CONSOLIDA ONSOLIDATED BAL ALANCE in Rs lakhs.

SCHEDULE - 1 SHARE C APIT AL CAPIT APITAL Authorised : 60,000,000 ordinary shares of Rs. 10/- each (P.Y. 60,000,000 ordinary shares of Rs. 10/- each) 700,000 0.01% Cumulative Non-participative Compulsorily convertible Preference Shares of Rs. 10/- each (P.Y. 7,00,000 0.01% Cumulative Non-participative Compulsorily convertible Preference Shares of Rs. 10/- each)

As at Mar 31, 2011

As at Mar 31, 2010

6,000.00

6,000.00

70.00

70.00

6,070.00

6,070.00

Issued, Subscribed and Paid-up : 3,731.53 3,724.46 37,315,255 equity shares of Rs. 10/- each (P.Y. 37,244,591 equity shares 3,731.53 of Rs. 10/- each) 3,724.46 Notes: 30,300,600 equity shares are held by Tata Motors Limited, the holding company (P.Y. 30,300,600 equity shares) Of the above shares, 2,000,000 (P.Y. 2,000,000) shares were allotted to Tata Motors Ltd. as fully paid pursuant to a contract, without payments being received in cash.

SCHEDULE - 2

As at Mar 31, 2011

As at Mar 31, 2010

64.81

65.49

20,896.68

25,537.93

50.19

24.52

689.99

(4,665.76)

21,636.86

20,896.68

As at the beginning of the year

2,483.08

1,683.08

Additions during the year

1,000.00

800.00

As at the end of the year

3,483.08

2,483.08

Profit & Loss Account

19,633.00

11,939.59

Translation Reserve

(1,772.67)

(4,388.48)

43,045.08

30,996.36

RESERVES AND SURPLUS Capital Reserve [note 12.6.f Schedule ‘12’] Securities Premium As at the beginning of the year Additions during the year Adjustments during the year * * Refer Note no 12.6.h of Schedule ‘12’ As at the end of the year General Reserves

94

SCHEDULES FORMING P AR T OF THE C ONSOLIDA TED B AL ANCE SHEET PAR ART CONSOLIDA ONSOLIDATED BAL ALANCE in Rs lakhs.

SCHEDULE - 3 As at Mar 31, 2011

As at Mar 31, 2010

2,452.18

2,477.82

- From Banks

65.85

33.53

- From Others

22.62

6.32

Other Loan (Obligations under finance lease (Refer Note no 12.6.d.1 of Schedule â&#x20AC;&#x2122;12))

33.83

-

2,574.48

2,517.67

As at Mar 31, 2011

As at Mar 31, 2010

4,888.83

3,993.35

SECURED LOANS Cash Credit facilities from Banks [Secured by hypothecation of book debts/accounts receivable - and movable fixed assets (excluding certain vehicles) Vehicle Loans [Secured by hypothecation of vehicles]

SCHEDULE - 4

UNSECURED LOANS Short Term Foreign Currency Loans from Banks Long Term 519.76

678.99

22,292.51

22,585.01

27,701.10

27,257.35

Foreign Currency Loans from Banks Term Loan

SCHEDULE - 5 FIXED ASSETS

in Rs lakhs.

GROSS BLOCK

DEPRECIATION BLOCK

As at Additions Deductions Exchange Mar 31, Difference 2010

As at Mar 31, 2011

For the As at Mar 31, year 2010 Mar 31, 2011

Deductions

NET BLOCK Exchange Difference

As at Mar 31, 2011

As at Mar 31, 2011

As at Mar 31, 2010

FIXED ASSETS 409.35

-

-

-

409.35

40.50

4.31

-

-

44.81

364.54

368.85

Buildings

2,218.12

57.14

-

-

2,275.26

471.95

93.92

-

-

565.87

1,709.39

1,746.17

Plant & Machinery

7,996.98 1,079.66

494.97

68.42

8,650.09

6,157.50

601.61

491.11

52.72 6 , 3 2 0 . 7 2

2,329.37

1,839.48

Leasehold Land

Plant & Machinery on lease Furniture & Fixtures Vehicles** Software Licenses

-

35.06

-

-

35.06

-

4.25

-

-

4.25

30.81

-

1,653.22

363.07

301.04

35.90

1,751.15

1,097.92

166.45

297.17

28.32

995.52

755.63

555.30

3.35

141.64

183.69

99.51

35.06 3 , 6 5 8 . 5 5

2,496.45

2,786.54

301.15

144.15

123.87

3.90

325.33

201.64

46.48

109.83

5,443.22

679.23

4.60

37.15

6,155.00

2,656.68

969.85

3.04

7.28

0.32

7.60

-

-

1.02

0.39

-

1.52

6.08

6.26

Total

18,029.32 2,358.31

924.48

145.69 19,608.84 10,627.21

1,887.26

901.15

119.56 11,732.88

7,875.96

7,402.11

Previous year

16,279.46 3,032.09

536.49

(745.76)) 18,029.30 10,332.10

1,467.61

515.64

(656.86) 10,627.21

7,402.11

5,947.36

814.29

62.17

Copyrights

0.11

Capital Work in Progress* Notes: *

Capital Work in Progress includes capital advance payments of Rs. 2.52 Lakhs (as at 31st March 2010 Rs.14.22 Lakhs)

* * Vehicles include gross Rs.150.74 Lakhs (W.D.V. Rs. 104.28 Lakhs)acquired on loan, hypothecated with Tata Finance Ltd, ICICI Bank Ltd and TATA Capital Ltd (as at 31st March 2010 Rs.158.41 Lakhs) (W.D.V Rs. 40.19 Lakhs))

95

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

SCHEDULES FORMING P AR T OF THE C ONSOLIDA TED B AL ANCE SHEET PAR ART CONSOLIDA ONSOLIDATED BAL ALANCE in Rs lakhs.

SCHEDULE - 6 As at Mar 31, 2011

As at Mar 31, 2010

-

10.91

INVESTMENTS TRADE (UNQUOTED) - at cost Long-term investments a)

Investment in Subsidiary Companies Lemmerport BV(formerly known as INCAT Engineering Solutions BV) a 100% subsidiary company of INCAT Holdings BV Less: Provision for diminution in value of investment

(b)

-

10.91

-

(10.91)

-

-

9,608.58

4,409.70

9,608.58

4,409.70

Current Investments (At Cost or Fair value whichever is lower) Investments in Mutual Funds (Unquoted) * * Refer details in next page

96

97

Kotak Flexi Debt Fund - IP - Daily Dividend

Kotak Liquid - Inst Premium Plan - Daily Dividend HDFC Cash Management Fund - Saving Plan - DDR HDFC F R I F - STF - WP - Daily Dividend TATA Liquid Super High Investment Fund – DDR. LICMF Liquid Fund - Dividend Birla Sun Life Cash Plus Institutional Premium DDR Birla Sun Life Ultra Short Term Fund Institutional DDR Kotak Floater Long Term - Daily Dividend Reliance Liquid Fund - Treasury Plan - Institutional - DDR Reliance Money Manager Fund - Institutional Option - DDR JPMORGAN INDIA TREASURY FUND- SUPER INST. DAILY DIV PLAN- REINVEST JPMORGAN INDIA LIQUID FUND- SUPER INST.DAILY LICMF INCOME PLUS FUND - DAILY DIVIDEND PLAN Reliance Liquid Fund - DDR TATA Fixed Income Portfolio Fund Scheme B3 Reg Quarterly ICICI Prudential Interval Fund IV Quarterly Interval Plan B Institutional Dividend ICICI Prudential Liquid Institutional Plus Plan - Div - Daily SBI Magnum Insta Cash - Cash Plan - DDR ICICI Prudential Interval Fund Half Yearly Interval Plan - I Institutional Dividend Kotak Quarterly Interval Plan Series 9 - Dividend UTI - FIXED INCOME INTERVAL FUND - SERIES II - QUARTERLY INTERVAL PLAN IV - INSTITUTIONAL DIVIDEND PLAN Kotak FMP 6M Series 10 - Dividend HDFC Liquid Fund Premium Plan - DDR LICMF SAVINGS PLUS FUND - DAILY DIVIDEND PLAN Birla Short Term FMP Series 2 Dividend Kotak Floater Short Term - Daily Dividend BSL Interval Income Fund - INSTL - Quarterly Series 1 - Dividend - Payout UTI Liquid Cash Plan Institutional - Daily Income Option - Re-investment

1

2 3 4 5 6 7 8 9 10 11 12

29

23 24 25 26 27 28

21 22

18 19 20

13 14 15 16 17

Name of the Funds/ Scheme Funds/Scheme

59.79 79.94 9.92 0.40 24.87 180.08 20.01

Units 12.23 10.64 10.08 1,114.52 10.98 10.02 10.01

Rate 731.16 850.27 100.00 450.68 273.12 1,804.29 200.18

Rupees

Balance as on Apr 1, 2010

0.10

10.00 159.08 8.00 10.00 124.11 5.00

20.01 10.16

5.10 38.10 20.55

41.97 25.01 182.44 40.51 20.30

272.01 108.17 62.28 2.77 35.08 253.81 0.03 100.26 21.59 2.64 20.68

14.93

Units

1,019.45

10.00 12.26 10.00 10.00 10.12 10.00

10.00 10.00

118.52 16.75 10.00

10.01 10.00 10.01 10.20 10.00

150.03

10.05 12.23 10.64 10.08 1,114.52 10.98 10.02 10.01 10.08 15.29 1,001.37 10.01

100.02

100.02 1,950.32 80.05 100.01 1,255.52 50.01

200.12 101.59

604.45 638.26 205.50

420.07 250.15 1,825.30 413.31 202.99

3,326.15 1,150.57 627.84 3,083.58 385.14 2,543.10 0.32 1,010.56 330.04 2,640.60 207.01

Rupees

Rate

Subscription during Apr 10 - March 11

0.10

0.00 159.08 8.00 10.00 124.11 0.00

20.01 10.16

5.10 38.10 0.00

41.97 25.01 182.44 0.00 20.30

331.80 188.11 42.74 3.17 59.95 433.89 20.04 100.26 21.59 1.65 0.00

14.93

Units

1,019.45

10.00 12.26 10.00 10.00 10.12 10.00

10.00 10.00

118.52 16.75 10.00

10.01 10.00 10.01 10.20 10.00

10.05 12.23 10.64 10.08 1,114.52 10.98 10.02 10.01 10.08 15.29 1,001.37 10.01

Rate

100.02

0.00 1,950.33 80.05 100.01 1,255.52 0.00

200.12 101.59

613.43 638.19 0.00

420.07 250.15 1,825.30 0.00 202.99

4,057.32 2,000.86 430.84 3,534.24 658.26 4,347.40 200.49 1,010.58 330.04 1,650.05 0.00

150.03

Rupees

0.00

0.00 0.00 0.00 0.00 (0.00) 0.00

0.00 0.00

0.00 0.00 0.00

0.00 0.00 (0.00) 0.00 0.00

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

0.00

Redemptions during Apr 10 - March 11 Profit/Loss on Investment

AR T OF THE C ONSOLIDA TED B AL ANCE SHEET SCHEDULES FORMING P PAR ART CONSOLIDA ONSOLIDATED BAL ALANCE

Sr. No.

Schedule 6 (b) continued…..

(0.00)

10.00 0.00 0.00 0.00 0.00 5.00

(0.00) 0.00

(0.00) (0.00) 20.55

0.00 0.00 0.00 40.51 0.00

0.00 (0.00) 29.46 (0.00) 0.00 0.00 0.00 0.00 0.00 0.99 20.68

0.00

Units

1,019.45

10.00 12.26 10.00 10.00 10.12 10.00

10.00 10.00

118.52 16.75 10.00

10.01 10.00 10.01 10.20 10.00

10.05 12.23 0.00 0.00 0.00 0.00 0.00 0.00 0.00 15.29 1,001.37 10.01

Rate

(0.00)

100.02 0.00 0.00 0.00 (0.00) 50.01

0.00 0.00

0.00 (0.00) 205.50

0.00 0.00 (0.00) 413.31 0.00

0.00 0.00 297.00 (0.00) 0.00 0.00 (0.00) 0.00 0.00 990.00 207.01

0.00

Rupees

Balance as on March 31, 2011

98

Units

Rate

Rupees

Balance as on Apr 1, 2010

Note : Aggregate market value of unquoted investments is Rs. 9,622.26 Lakhs

Reliance Liquidity Fund - DDR Total

Regular Monthly Dividend IDFC Savings Advantage Fund - Plan A - DDR

48

57

Religare Liquid Fund - Institutional Daily Dividend TATA Fixed Income Portfolio Fund Scheme B2

46 47

IDBI Liquid Fund - DDR DWS Money Plus Fund - Institutional DDR

IDBI Ultra Short Term Fund - DDR BSL Short Term FMP Series 8 - Div - Payout Religare FMP Series V - Plan F (91 days)- Dividend

43 44 45

55 56

RELIANCE LIQUID FUND - CASH PLAN-DAILY DIVIDEND Birla Short Term FMP Series 7 Dividend

41 42

IDFC Fixed Maturity Monthly Series - 30 Dividend SBI Debt Fund Series - 90 Days - 42 - Dividend

TATA FMP Series 28 Scheme A Dividend SBI SHDF Ultra Short Term - IP - DDR

39 40

53 54

INSTITUTIONAL DAILY DIVIDEND PLAN - Re-investment UTI Treasury Advantage Fund - IP DDR

38

Axis Liquid Fund - Institutions Daily Dividend Birla Sun Life Floating Rate Fund-STP-IP-DDR

Birla Sun Life Savings Fund - Insti. - DDR UTI-FLOATING RATE FUND -SHORT TERM PLAN -

36 37

51 52

IDFC Money Manager Fund - TP - Super Inst Plan C - DDR TATA Floaters Fund - DDR

34 35

JP Morgan India Fixed Maturity Plan 95D Series 1 - Dividend Plan - Payout

Kotak Quarterly Interval Plan Series 4 - Dividend SBI Debt Fund Series - 90 Days - 37 - Dividend

32 33

50

Birla Sun Life Ultra Short Term FMP Series 3 Dividend - Payout

31

UTI Fixed Income Interval Fund - Monthly Interval Plan - II Institutional Dividend Plan - Payout

BSL Qtly Interval - Series 4 - Dividend - Payout

30

49

Name of the Funds/ Scheme Funds/Scheme

22.99 375.02

0.40 12.43

50.00 10.00

0.28 90.02

17.00

20.00

0.40

27.50 29.95

25.25 10.00 20.00

76.77 10.00

300.05 119.44

1.31

60.16 0.10

200.84 148.48

9.00 10.00

5.00

19.80

Units

10.01

1,000.00 10.08

10.00 10.00

1,000.07 10.00

10.00

10.00

1,000.16

10.00 10.08

10.00 10.00 10.00

11.14 10.00

1.00 10.01

1,000.21

10.01 1,000.77

10.00 10.04

10.00 10.00

10.00

10.00

Rate

230.03 2,911.86

400.33 125.25

500.00 100.02

275.46 900.18

170.03

200.00

402.35

275.05 301.99

252.48 100.00 200.00

855.29 100.01

300.05 1,195.08

1,306.34

602.04 102.99

2,008.69 1,490.04

90.03 100.02

50.00

198.00

Rupees

Subscription during Apr 10 - March 11

22.99 36,784.38

0.00 0.00

0.00 0.00

0.28 90.02

0.00

0.00

0.00

27.50 0.00

0.00 0.00 0.00

76.77 0.00

0.00 19.99

0.70

39.97 0.00

109.98 39.86

0.00 10.00

5.00

0.00

Units

10.01

1,000.00 10.08

10.00 10.00

1,000.07 10.00

10.00

10.00

1,000.16

10.00 10.08

10.00 10.00 10.00

11.14 10.00

1.00 10.01

1,000.21

10.01 1,000.77

10.00 10.04

10.00 10.00

10.00

10.00

Rate

230.03 31,593.91

0.00 0.00

0.00 0.00

275.46 900.18

0.00

0.00

0.00

275.05 0.00

0.00 0.00 0.00

855.29 0.00

0.00 200.00

700.00

400.00 0.00

1,100.00 400.00

0.00 100.02

50.00

0.00

Rupees

0.00 0.00

0.00 0.00

0.00 0.00

(0.00) 0.00

0.00

0.00

0.00

0.00 0.00

0.00 0.00 0.00

0.00 0.00

0.00 (0.00)

(0.00)

0.00 0.00

(0.00) 0.00

0.00 0.00

0.00

0.00

Redemptions during Apr 10 - March 11 Profit/Loss on Investment

SCHEDULES FORMING P AR T OF THE C ONSOLIDA TED B AL ANCE SHEET PAR ART CONSOLIDA ONSOLIDATED BAL ALANCE

Sr. No.

Schedule 6 (b) continuedâ&#x20AC;Ś..

0.00

0.40 12.43

50.00 10.00

(0.00) 0.00

17.00

20.00

0.40

0.00 29.95

25.25 10.00 20.00

0.00 10.00

300.05 99.45

0.61

20.19 0.10

90.86 108.62

9.00 0.00

0.00

19.80

Units

10.01

1,000.00 10.08

10.00 10.00

1,000.07 10.00

10.00

10.00

1,000.16

10.00 10.08

10.00 10.00 10.00

11.14 10.00

1.00 10.01

1,000.21

10.01 1,000.77

10.00 10.04

10.00 10.00

10.00

10.00

Rate

0.00 9,608.58

400.33 125.25

500.00 100.02

(0.00) 0.00

170.03

200.00

402.35

0.00 301.99

252.48 100.00 200.00

0.00 100.01

300.05 995.08

606.34

202.04 102.99

908.69 1,090.04

90.03 0.00

0.00

198.00

Rupees

Balance as on March 31, 2011

Seventeenth annual report 2010-11

Ta ta Technolo gies Limit ed echnologies Limited

SCHEDULES FORMING P AR T OF THE C ONSOLIDA TED B AL ANCE SHEET PAR ART CONSOLIDA ONSOLIDATED BAL ALANCE in Rs lakhs.

SCHEDULE - 7 As at Mar 31, 2011

As at Mar 31, 2010

SUNDRY DEBTORS (a)

Over six months old (unsecured) Considered good Considered doubtful

(b)

255.48

431.89

1,353.88

2,086.93

23,376.41

21,871.71

24,985.77

24,390.53

Others (unsecured) * Considered good Less : Provision for doubtful debts

1,353.88

2,086.93

23,631.89

22,303.60

* Debtors include unbilled revenue of Rs. 502.81 Lakhs [Rs.1,001.85 Lakhs as at Mar 31, 2010] SCHEDULE - 8 As at Mar 31, 2011

As at Mar 31, 2010

2.70

3.53

3,268.35

297.08

in Current Accounts

6,300.15

2,441.12

in Deposit Accounts*

4,460.57

2,792.14

in Current Accounts

3,216.46

3,798.46

in Deposit Accounts

85.26

64.49

17,333.49

9,396.82

CASH & BANK BALANCES Cash on hand Cheques on Hand Balances with Scheduled Banks:

Balances with Non-Scheduled Banks

Notes: Pledged/lien with the Bankers / Govt authorities towards Guarantees/LCs/LUTs - Rs.37.03 Lakhs[Rs.2,188.16 Lakhs as at Mar 31, 2010] SCHEDULE - 9 As at Mar 31, 2011

As at Mar 31, 2010

502.22 (4.13) 2,416.34 58.52 1,434.55

710.20 (4.13) 1,591.26 6.23 -

271.77 1,779.33 3,051.37 9,509.97

5,500.00 205.73 1,712.03 3,256.05

LO ANS & AD VANCES ADV (Unsecured - considered good) Loans & Advances to Employees * Less: Provision for Doubtful Loans & Advances to Employees Advances to Suppliers, Contractors & Others Interest Accrued on Deposits Loans to Associates & Others Inter-corporate deposits: Tata Motors Ltd. (Holding Company) Deposits With Government, Public Bodies and Others Prepaid Expenses Advance Payments against Taxes

12,977.37

Note: * Includes considered doubtfulâ&#x20AC;&#x2122; - Rs. 4.13 Lakhs[Rs.4.13 Lakhs as at Mar 31, 2010]

99

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

SCHEDULES FORMING P AR T OF THE C ONSOLIDA TED B AL ANCE SHEET PAR ART CONSOLIDA ONSOLIDATED BAL ALANCE in Rs lakhs.

SCHEDULE - 10 As at Mar 31, 2011

As at Mar 31, 2010

18,054.74

16,840.69

374.83

1,176.48

48.72

25.11

Unearned Income

3,544.31

3,057.36

Other Liabilities

1,608.55

992.62

56.63

59.36

23,687.78

22,151.62

As at Mar 31, 2011

As at Mar 31, 2010

483.11

277.65

1,863.68

2,603.12

Provision for Tax on Dividend

302.34

432.34

Provision for Staff Welfare Schemes

777.67

740.03

3,426.80

4,053.14

CURRENT LIABILITIES Sundry Creditors - Dues to other than Micro, Medium and Small Enterprises Advance & Progress Payment Liability towards Investors Education and Protection Fund under Section 205C of the Companies Act, 1956, not due : Unpaid Dividend

Interest Accrued but not due

SCHEDULE - 11

PROVISIONS Provision for Taxation (net) Proposed Dividends

100

Schedules forming part of the Consolidated Balance Sheet and Profit and Loss Account for the year ended March 31, 2011 12.

BASIS OF C ONSOLIDA TION AND SIGNIFIC ANT A CCOUNTING POLICIES CONSOLIDA ONSOLIDATION SIGNIFICANT AC Company Overview TATA Technologies Limited (“TTL or the Company “) was incorporated on August 22, 1994 as a Private Limited Company in the name of Core Software Systems Private Limited. The name of the Company was subsequently changed to Tata Technologies (India) Limited. On February 8, 2001, the Company changed its name from Tata Technologies (India) Limited to Tata Technologies Limited. The Company’s range of services includes IT Consultancy, SAP implementation and maintenance, providing networking solutions, CAD/CAM engineering & design consultancy. The Company is headquartered in Pune, India.

The Company has five branches located at Mumbai, Lucknow, Jamshedpur, Bangalore and Chennai that enables it to provide high quality, cost-effective services to clients.

During October 2005, the Company incorporated a wholly owned subsidiary in Thailand to cater the need of automotive companies in Thailand and South East Asian countries. Also during October 2005 the Company acquired, through its subsidiary, 100% equity of INCAT International Plc, UK which had various subsidiaries in US, Europe, Japan and Singapore. A reorganization of various entities under INCAT was undertaken, to have a single representative legal entity in each country in which the Company operates, to improve operational efficiency. The Company now has a global presence, through its subsidiaries, in US, UK, Germany, Mexico, Canada, Singapore, South Korea, Netherlands and Thailand.

In December, 2005, the Company acquired 100% stake in Tata Technologies Pte Ltd. a Singapore based Company.

In October 2006, the Company sold its 100% equity stake in Tata Technologies ( Thailand) Ltd. to its wholly owned subsidiary viz. Tata Technologies Pte Ltd., Singapore at a value determined by an independent valuer.

The Company provides Engineering and Design services (E&D) and Product Lifecycle Management (PLM) products and services, primarily to manufacturers and their suppliers in the international automotive, aerospace and engineering markets. The offshore capabilities of the Company in the field of engineering automation services combined with the high-end onshore strengths of subsidiaries are expected to offer a strong and seamless onshore/offshore delivery capability to the international customers in the automotive, aerospace and engineering industries.

12.1.

Basis of consolidation The consolidated financial statements relate to the Company, its subsidiary companies and joint venture. The Company, its subsidiaries and joint venture constitute the Group.

12.2.

Basis of accounting The financial statements are prepared under the historical cost convention, in accordance with Indian Generally Accepted Accounting Principles (GAAP). GAAP comprises the mandatory accounting standards prescribed under the Companies (Accounting Standards Rules, 2006).

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. The financial statements of the subsidiary companies and joint venture used in the consolidation are drawn up to the same reporting date as of the Company.

12.3.

Principles of consolidation The consolidated financial statements have been prepared on the following basis12.3.a

The consolidated financial statements are prepared in accordance with the principles and procedures required for the preparation and presentation of consolidated financial statements as laid down under the Accounting Standard on Consolidated Financial Statements issued under Companies (Accounting Standards) Rules, 2006.

12.3.b

The financial statements of the Company and its subsidiary companies have been combined on a line by line basis by adding together like items of assets, liabilities, income and expenses. The intra-group balances and intra-group transactions and unrealized profits or losses have been fully eliminated. The consolidated financial

101

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

statements are prepared by applying uniform accounting policies in use at the Group.

12.3.c

The excess of cost to the Company of its investments in the subsidiary companies over its share of equity of the subsidiary companies, at the dates on which the investments in the subsidiary companies are made, is recognized as ‘Goodwill’ being an asset in the consolidated financial statements. Alternatively, where the share of equity in the subsidiary companies as on the date of investment is in excess of cost of investment of the Company, it is recognized as ‘Capital Reserve’ and shown under the head ‘Reserves and Surplus’; in the consolidated financial statements.

12.3.d

Minority interest in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the minority shareholders at the dates on which investments are made by the Company in the subsidiary companies and further movements in their share in the equity, subsequent to the dates of investments as stated above.

12.3.e

For the purpose of consolidation, the financial statements of foreign subsidiaries have been translated into its immediate parent companies currency and the same has been on the following basis: All income and expenses items are converted at the average rate of exchange applicable for the year. All assets and liabilities are translated at the closing rate as on the balance sheet date. The resulting exchange differences on account of translation at the year end are transferred to translation reserve.

12.3.f

12.4.

The financial statements of the joint venture company has been combined by using proportionate consolidation method and accordingly, venturer’s share of each of the assets, liabilities, income and expenses of jointly controlled entity is reported as separate line item in the consolidated financial statements.

Subsidiary and joint venture Companies considered in the consolidated financial statements: 12.4.a.

The following subsidiary companies are considered in the consolidated financial statements % of holding either directly or through subsidiary as at

Name of the Subsidiary Company

Country of Incorporation

March 31, 2011

March 31, 2010

Singapore

100

100

Thailand

100

100

Direct Subsidiary 1

TATA Technologies Pte. Ltd. Indirect Subsidiaries

2

Tata Technologies (Thailand) Limited

3

INCAT International Plc.

UK

100

100

4

Tata Technologies Europe Limited

UK

100

100

5

INCAT GmbH

Germany

100

100

6

INCAT SAS (1)

France

-

100

7

Tata Technologies Inc (2)

USA

99.24

99.24

8

Tata Technologies (Canada) Inc (2)

Canada

99.24

99.24

9

Tata Technologies de Mexico, S.A. de C.V (2)

Mexico

99.24

99.24

(1) INCAT SAS liquidated effective from April 30, 2010 (2) For these subsidiaries though the holding is 99.24 %, the indirect voting power is 100%.

102

12.4.b.

The following joint venture company is considered in the consolidated financial statements: % of holding as at Name of the Joint Venture Company

Country of Incorporation

March 31, 2011

March 31, 2010

India

50

50

TATA HAL Technologies Limited 12.5

Significant accounting policies

12.5.a

Use of Estimates The preparation of the financial statements in conformity with GAAP requires the management of the Company (Management) to make estimates and assumptions that affect the reported amounts of revenue and expenses during the year and balances of assets and liabilities and disclosures relating to contingent liabilities as at the date of financial statements.

Provisions are made for all known losses and liabilities, future unforeseeable factors that may affect the profit on fixed price service contracts and also towards likely expenses for providing post-sales client support on such contracts.

12.5.b

Revenue recognition Revenue from services on time and materials contracts is recognized when services are rendered and related costs are incurred i.e. based on certification of time sheets and billing to clients as per the terms of specific contracts.In case of fixed price contracts, revenue is recognized over the life of the contact based on milestones achieved as specified in the contracts or by proportionate completion method on the basis of the work completed.

Foreseeable losses on such contracts are recognized when probable.

Revenue from rendering Annual Maintenance Services (SAP-ERP) is recognized proportionately over the period in which services are rendered.

Revenue from third party software products and hardware sale is recognized upon delivery.

Income from interest and rent is recognized on time proportion basis.

Dividend from investments is recognized when the right to receive the payment is established and when no significant uncertainty as to measurability or collectability exists.

Commission Income on sale of PLM products is recognized upon delivery of products by the vendor to the end user.

12.5.c

Fixed assets Fixed assets are stated at cost, less accumulated depreciation. Costs include all expenses incurred to bring the assets to its present location and condition. Direct costs are capitalized till the assets are ready for use and include financing costs relating to any borrowing attributable to the acquisition of qualifying fixed assets.

Software not exceeding Rs. 25,000 is charged off to the Profit and Loss Account.

12.5.d

Depreciation Depreciation is provided on Straight Line Method (SLM) over the estimated useful lives of the assets. Estimated useful lives of assets are as follows: Type of Asset Leasehold Land Buildings

Estimated useful life (years) 95 15 to 27.5

Plant and Machinery

1 to 21

Computer Equipments

1 to 4

Furniture and Fixtures

5 to 16

Vehicles

3 to 10

Software Licenses

1 to 5

103

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

12.5.e

Leases Assets leased by the Company in its capacity as lessee, where the Company has substantially all the risks and rewards of ownership are classified as finance lease. Such lease are capitalised at the inception of the lease at lower of the fair value or the present value of the minimum lease payments and a liability is created for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year.

Lease arrangements where the risks and rewards incident to ownership of an asset substantially vest with the lessor, are recognized as operating lease. Lease payments under operating leases are recognized in the Profit & Loss account on a straight line basis.

12.5.f

Foreign Currency transactions and translations of foreign operations Income and expenses in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction.

Monetary current assets and current liabilities that are denominated in foreign currency translated at the exchange rates prevalent as at the Balance Sheet date and the profit / loss so determined and also the realized exchange gains / losses are recognized in the Profit and Loss Account.

All foreign operations have been identified as non-integral to the operations of the Company.

The translations of functional currency into reporting currency is performed for balance sheet accounts using the exchange rates in effect at the balance sheet date and for the revenue and expense accounts using appropriate average exchange rates for the respective periods. The gains or losses resulting from such translations are accumulated in a foreign currency translation reserve.

Premium or discount on forward contracts is amortised over the life of such contract and is recognized as income or expense in the profit and Loss Account

12.5.g

Investments Investments are classified into current investments and long term investments.

Current investments are carried at lower of cost and market value. Any reduction in carrying amount and reversals of such reductions are charged or credited to the Profit and account.

Long term investments are stated at cost less provision for diminution in the value of such investments. Diminution in value is provided for where the management is of the opinion that the diminution is of permanent nature.

12.5.h

Impairment of Assets At each balance sheet date, the Company reviews using internal resources the carrying amounts of its fixed assets to determine whether there is any indication that the assets suffered an impairment loss. If any such condition exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment loss. Recoverable amount is the higher of an assetâ&#x20AC;&#x2122;s net selling price and value in use. In assessing value in use, the estimated future cash flows expected from continuing use of the asset and from its disposal are discounted to their present value using a pre tax rate that reflects the current market assessments of time value of money and the risks specific to the asset.

Reversal of impairment loss is recognized immediately as income in the Profit and Loss Account.

12.5.i

Inventories Inventories are valued at lower of cost or net realizable value. Cost is ascertained on a moving weighted average basis.

12.5.j

Employee Benefits (i)

Gratuity The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 to 30 days salary payable for each comp1eted year of

104

service. Vesting occurs upon completion of five years of service. The Company makes annual contributions to gratuity fund established as trust. The Company accounts for the liability for gratuity benefits payable in future based on an independent actuarial valuation. (ii)

Superannuation The Company has two superannuation plans, a defined benefit plan and a defined contribution plan. An eligible employee on April 1, 1996 could elect to be member of either plan.

Employees who are the members of the defined benefit superannuation plan are entitled to benefits depending on the years of service and salary drawn. The monthly pension benefits after retirement range from 0.75% to 2% of the annual basic salary for each year of service. The Company and the said subsidiaries account for superannuation benefits payable in future under the plan based on an independent actuarial valuation.

With effect from April 1, 2003, this plan was amended and benefits earned by covered employees have been protected as at March 31, 2003. Employees covered by this plan are prospectively entitled to benefits computed on a basis that ensures that the annual cost of providing the pension benefits would not exceed 15% of salary.

The Company maintains separate irrevocable trusts for employees covered and entitled to benefits. The Company contributes up to 15% of the eligible employeesâ&#x20AC;&#x2122; salary to the trust every year. Such contributions are recognized as an expense when incurred.

The Company has no further obligation beyond this contribution.

(iii)

Bha vish ya K aly an Yojana (BKY havish vishy Kaly alyan (BKY)) Bhavishya Kalyan Yojana is an unfunded defined benefit plan. The benefits of the plan accrue to an eligible employee at the time of death or permanent disablement, while in service, either as a result of an injury or as certified by the appropriate authority. The monthly payment to dependents of the deceased /disabled employee under the plan equals 50% of the salary drawn at the time of death or accident or a specified amount, whichever is higher. The Company accounts for the liability for BKY benefits payable in future based on an independent actuarial valuation.

(iv)

Post-retirement Medicare Scheme Under this Scheme employees get medical benefits subject to certain limits of amount, periods after retirement and types of benefits, depending on their grade and location at the time of retirement. The Company account for the liability for post-retirement medical scheme based on an independent actuarial valuation.

(v)

Provident Fund The eligible employees of the Company are entitled to receive benefits under the provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employeesâ&#x20AC;&#x2122; salary (currently 12% of employeesâ&#x20AC;&#x2122; salary). The provident fund contributions, as specified under the law, are paid to the provident fund set up as irrevocable trust by the Company and pension amount is paid to Regional Provident Fund Commissioner and the Central Provident Fund under the State Pension Scheme.

(vi)

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

12.5.k

Taxa tion axation Current income tax expense comprises taxes on income from operations in India and foreign tax jurisdictions. Income tax payable in India is determined in accordance with the provisions of Income Tax Act, 1961. Tax expense relating to overseas operations is determined in accordance with tax laws applicable in countries where such operations are domiciled.

105

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

Deferred tax expense or benefit is recognized on timing differences being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets and liabilities are measured using the tax rates and the tax laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognized to the extent that there is virtual certainty that taxable income will be available to realize these assets. All other deferred tax assets are recognized to the extent that there is reasonable certainty that future taxable income will be available to realize these assets.

12.5.l

Employee Stock Options In accordance with the Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines, 1999 issued by Securities and Exchange Board of India (SEBI), the Company introduced Employee Stock Option Plan 2001(TTESOP 2001) in 2000-01. As per the Plan, the options were granted at fair value as determined by an independent valuer as on the date of the grant and hence no compensation cost has been recognized.

12.5.m

Earnings per share The earnings considered in ascertaining the Companyâ&#x20AC;&#x2122;s earnings per share comprise the net profit after tax and include the post-tax effect of any extra-ordinary items. The number of shares used in computing basic earnings per share, is the weighted average number of shares outstanding during the year. The number of shares used in computing diluted earnings per share comprises the shares considered for deriving basic earnings per share and also number of equity shares that could have been issued on the conversion of all dilutive potential equity shares.

12.5.n

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

12.5.o

Provisions, contingent liabilities and contingent assets A provision is recognized when the Company has present obligation as a result of past event and its probable that an outflow of resources will be required to settle the obligation, in respect of which reliable estimate can be made. The provisions (excluding retirement benefits) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect current best estimates. Contingent liabilities are not recognized in the financial statements. A contingent asset is neither recognized nor disclosed in the financial statements.

106

12.6.

Notes to Accounts

12.6.a.

Contingent liabilities As at March 31, 2011 Rs. Lakhs

As at March 31, 2010 Rs. Lakhs

-

5,156.18

219.40

196.97

53.01

53.01

a)

Bills discounted

b)

Income Tax demands disputed in appeals

c)

Sales Tax demands disputed in appeals

d)

Service Tax demands disputed in appeals

313.74

100.91

e)

Claim received from an overseas customer on account of alleged quality of services provided has been disputed. The Group has insurance cover to cover the same.

429.62

-

12.6.b

Capital Commitments The estimated amount of contracts remaining to be executed on capital account and not provided for is Rs. 1,684.05 Lakhs ( net of advances) as at March 31, 2011 (March 31, 2010 : Rs. 378.36 Lakhs).

12.6.c

Major components of deferred tax arising on account of timing differences are: As at March 31, 2011 Rs. Lakhs

As at March 31, 2010 Rs. Lakhs

786.46

631.29

9.52

62.08

795.98

693.37

Depreciation in excess of capital allowances

150.62

242.65

Provision for expenses u/s. 43B

803.82

221.75

Others

700.82

956.03

1,655.26

1,420.43

859.28

727.06

Deferred tax liabilities: Depreciation Others Sub-total Deferred tax assets:

Sub-total sset /(Liabilit y) N et Def er efer errr ed Tax A Asset /(Liability) Net

The Components of deferred tax assets (DTA) / deferred tax liabilities (DTL) referred above have been aggregated based on the nature of items across various tax jurisdictions. For the purpose of Balance Sheet disclosure such aggregation has not been made.

12.6.d

Disclosure in respect of Lease assets 1.

Obligations towards finance lease: As at March 31, 2011 Rs. Lakhs

As at March 31, 2010 Rs. Lakhs

Total of M inimum lease pa ymen ts Minimum paymen yments 9.54

Not later than one year Later than one year and not later than five years

33.38

Less: Interest

42.92

-

9.09

-

33.83

-

Present Value of Minimum lease payments Not later than one year Later than one year and not later than five years

6.21 27.62

The Company has entered into finance lease arrangements for servers.

107

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

2.

Obligations towards operating lease:

Obligations towards non-cancelable lease Not later than one year Later than one year and not later than five years Later than five years Lease payments recognised in the statement of profit and loss for the year

As at March 31, 2011 Rs. Lakhs

As at March 31, 2010 Rs. Lakhs

977.43 1,766.05 2,743.48 121.84

797.50 1,462.30 2,259.81 -

1,020.73

1,244.80

The Company has entered into operating lease arrangements for office premises. This includes lease obligations on account of a lease agreement for premises in SEZ Unit, signed on March 31, 2011 which has no impact on Profit and Loss account for current year.

12.6.e

Computation of Earnings per share

(a) (b) (â&#x20AC;&#x2DC;c) (d) (e) (f) (g) (h) (i) 12.6.f

Earnings Per Share Profit after tax The weighted average number of Ordinary Shares for Basic EPS The nominal value per Ordinary Share Earnings Per Share (Basic) Profit after tax for Basic & Diluted EPS The weighted average number of Ordinary Shares for Basic EPS Add: Adjustment for Employee Stock Options The weighted average number of Ordinary Shares for Diluted EPS Earnings Per Shares (Diluted)

2010-2011

2009-2010

13,901.87 37,273,672

9,099.96 37,187,364

10.00

10.00

37.30 13,901.87

24.47 9,099.96

Nos. Nos.

37,273,672 149,796

37,187,364 220,460

Nos. Rupees

37,423,468 37.15

37,407,824 24.33

As at March 31, 2011 Rs. Lakhs 32,887.66 @ (2.04) 1,570.91 34,456.53

As at March 31, 2010 Rs. Lakhs 36,303.14 * (109.09) (3,306.39) 32,887.66

Rs. Lakhs Nos. Rupees Rupees Rs. Lakhs

Movement in Goodwill and Capital Reserve Goodwill

As at the beginning of the year Deductions / Adjustments during the period Translation difference As at the end of the year

@ Deduction of Rs.2.04 lakhs is on account of liquidation of INCAT Holdings B.V. * Deduction of Rs.109.09 lakhs is on account of liquidation of INCAT K.K. Japan Capital Reserve

As at the beginning of the year Translation difference As at the end of the year

108

As at March 31, 2011 Rs. Lakhs 65.49 (0.68) 64.81

As at March 31, 2010 Rs. Lakhs 98.93 (33.44) 65.49

109

Components of employer expense Current Service cost Interest cost Expected return on plan assets Actuarial Losses/(Gains) Total expense / (income) i i Actual Contribution and Benefit Payments for year ended 31 March 2011 recognised in the Statement of Profit & Loss Account Actual benefit payments Actual Contributions i i i Net asset/(liability) recognised in balance sheet as at March 31, 2011 Present Value of Defined Benefit Obligation Fair value of plan assets Net asset/(liability) recognised in balance sheet iv Change in Defined Benefit Obligations (DBO) during the year ended March 31, 2011 Present Value of DBO at beginning of year Current Service cost Interest cost Actuarial (gains)/ losses Benefits paid Present Value of DBO at the end of year v Change in Fair Value of Assets during the year ended March 31, 2011 Plan assets at beginning of year Actual return on plan assets Actual Company contributions Benefits paid Plan assets at the end of year vi Actuarial Assumptions Discount Rate Expected Return on plan assets Salary escalation Medical cost inflation vii The major categories of plan assets as percentage of total plan assets Debt securities Balances with banks

DBO as at 31 March Service cost for the year Interest cost for the year

viii Effect of one percentage point change in assumed Medical inflation rate

i

26.22 10.89 (12.46) (3.41) 151.07

N/A N/A 3.41 (3.41) 8.5% N/A 5%-7.5% N/A

N/A N/A

9.26 12.64 (96.25) (4.63) 72.09

N/A N/A 4.63 (4.63) 8.5% N/A 3%-5% N/A

N/A N/A

9.67 5.91 (8.33) (5.19) 74.15

N/A N/A 5.19 (5.19) 8.5% N/A 2%-5% N/A

N/A N/A

9.09 6.02 28.40 (6.56) 111.10

N/A N/A 6.56 (6.56) 8.5% N/A 2%-5% N/A

N/A N/A

30.15 11.94 14.32 (1.90) 195.88

N/A N/A 1.90 (1.90) 8.50% N/A N/A 4.00%

N/A N/A

27.93 16.52 (94.83) (3.15) 142.35

N/A N/A 3.15 (3.15) 8.50% N/A N/A 4.00%

N/A N/A

16.56 11.94 37.19 (3.72) 204.32

N/A N/A 3.72 (3.72) 8.50% N/A N/A 4.00%

N/A N/A

19.49 17.00 (31.18) (8.62) 201.01

N/A N/A 8.62 (8.62) 8.50% N/A N/A 4.00%

N/A N/A

11.44 41.90 49.17 (249.70) 470.59

N/A N/A 249.70 (249.70) 8.50% N/A 5%-7.5% N/A

N/A N/A

20.54 33.33 125.11 (156.96) 492.61

N/A N/A 156.96 (156.96) 8.50% N/A 3%-5% N/A

N/A N/A

64.33 35.29 (16.82) (154.78) 420.63

N/A N/A 154.78 (154.78) 8.50% N/A 2%-5% N/A

N/A N/A

60.20 27.72 94.27 (188.95) 413.87

N/A N/A 187.38 (187.38) 8.50% N/A 2%-5% N/A

N/A N/A

27.43 33.76 (23.38) (48.17) 435.70

475.62 (53.13) 75.60 (48.17) 449.92 7.75% 8.00% N/A N/A

100% 0%

27.09 32.77 16.71 (25.73) 486.54

449.92 22.47 30.82 (25.73) 477.48 6.75% 8.00% N/A N/A

100% 0%

25.87 32.76 (11.57) (2.45) 531.15

477.48 43.18 28.32 (2.45) 546.53 6.75% 8.00% N/A N/A

99.16% 0.84%

20.03 33.08 15.01 (82.10) 517.17

546.53 21.46 20.03 (82.10) 505.92 6.75% 8.00% N/A N/A

100.00% 0.00%

88.62 76.16 124.24 (153.95) 1,108.01

1,038.95 34.53 342.00 (153.95) 1,261.53

8.50% 8.00% 5%-7.5% N/A

73% 27%

1,108.00

114.45 89.37 (92.42) (113.19) 1,106.22

1,261.53 79.03 (113.19) 1,227.37

8.50% 8.00% 3%-5% N/A

100% 0%

1,106.22

115.89 89.21 14.04 (113.36) 1,212.00

1,227.37 109.97 (113.36) 1,223.98

8.50% 8.00% 2%-5% N/A

99.73% 0.27%

1,212.00

134.49 92.29 251.02 (252.38) 1,437.42

1,223.98 167.59 (252.38) 1,139.19

8.50% 8.00% 2%-5% N/A

100.00% 0.00%

2010 216.65 17.43 12.63

2009 150.45 30.36 20.24

2011 28.06 18.46 16.04

2010 193.01 15.75 11.31

2009 134.89 26.94 15.48

2008 183.65 25.02 9.48

129.82 151.06 72.09 74.15 141.37

195.88

142.35

204.32

617.78

470.59

492.61

420.63

446.06

435.70

486.54

531.15

972.94

1,227.37 121.15

1,223.98 11.98

(1,437.42)

2008 209.33 31.25 12.37

(151.06) (72.09)

(74.15) (111.10)

(195.88)

(142.35)

(204.32)

(201.01)

(470.59)

(492.61)

(420.63)

(413.87)

449.92 14.22

477.48 (9.06)

546.53 15.38

505.92 (11.25)

1,261.53 153.53

2011 30.48 20.60 18.05

151.06 72.09 74.15

111.10

195.88

142.35

204.32

201.01

470.59

492.61

420.63

413.87

435.70

486.54

531.15

517.17

1,108.00

1,106.22

1,212.00

1,437.42

One percentage point decrease in Medical inflation rate

3.41 3.41 4.63 4.63 5.19 5.19

6.56 6.56

1.90 1.90

3.15 3.15

3.72 3.72

8.62 8.62

249.70 N/A

156.96 N/A

154.78 154.78

187.38 187.38

48.17 75.60

25.73 30.82

2.45 28.32

82.10 20.03

153.95 342.00

113.19 -

113.36 -

252.38 -

One percentage point increase in Medical inflation rate

26.22 10.89 (12.46) 24.65

9.26 12.64 (96.25) (74.35)

9.67 5.91 (8.33) 7.25

9.09 6.02 28.40 43.51

30.15 11.94 14.32 56.41

27.93 16.52 (94.83) (50.38)

16.56 11.94 37.19 65.69

19.49 17.00 (31.18) 5.31

11.44 41.90 49.17 102.51

20.54 33.33 125.11 178.98

2008

64.33 35.29 (16.82) 82.80

2009

60.20 27.72 94.27 182.19

2011

27.43 33.76 (39.15) 68.90 90.94

2008

27.09 32.77 (36.20) 30.44 54.10

2008

25.87 32.76 (39.23) (15.52) 3.88

2011

in Rs lakhs

20.03 33.08 (41.24) 34.79 46.66

2008

BKY 2010

88.62 76.16 (90.65) 180.35 254.48

2011

Post-retirement Medicare scheme 2009 2010 2011

114.45 89.37 (96.39) (75.06) 32.37

2008

Compensated absences 2009 2010

115.89 89.21 (93.66) (2.27) 109.17

2009

Superannuation 2009 2010

134.49 92.29 (87.82) 171.25 310.21

2011

Gratuity 2010

Employee Benefits 12.6.g Defined benefits plans / long term compensated absences â&#x20AC;&#x201C; as per actuarial valuations as on March 31, 2011

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

(a)

Defined Contribution PlansThe Companyâ&#x20AC;&#x2122;s contribution to defined contribution plan aggregated Rs. 296.37 lakhs (2009-10 Rs. 278.32 lakhs) for the year ended March 31, 2011 has been recognised in the statement of Profit and Loss Account.

(b)

The expected rate of return on plan assets is based on market expectation, at the beginning of the year, for returns over the entire life of the related obligation.

(c)

The assumption of future salary increases, considered in actuarial valuation, takes into account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The above table does not include Rs. 40.14 lakhs liability accounted towards Compensated absences of subsidiary and joint venture, which is computed on actual basis.

12.6.h

During the prior year, based on the approval of Shareholders of the Company at the ExtraOrdinary General Meeting held on March 5, 2010 and on the basis of Order of the High Court of Judicature at Mumbai vide its order dated April 16, 2010, the Company had utilized balance in the securities premium account to the tune of Rs. 4,665.77 lakhs towards one time charges/cost (including change in accounting policy for provision for doubtful debts) incurred by the Company and its subsidiary companies. Of this total adjustment made, Rs.1,815.94 lakhs related to provision for doubtful debts on account of change in accounting with regard to provision for doubtful debts During the year ended 31 st March 2011, the Company and its subsidiary companies have received amounts aggregating to Rs. 689.99 lakhs against the balances for which the provision were made on account of change in accounting policy. Consequently, such excess provisions for doubtful debts on account of the said collections have been written back to the securities premium account.

12.6.i

Segment Reporting Primary Segment Segment reporting is made on the basis of the geographical location of the customer USA

India

Revenues

46,010.22

Identifiable operating expenses

38,805.61 41,412.49

Allocated expenses

8,533.94 201.32 113.18

692.07

126.80

932.05

Segmental operating Income

4,396.41

14,156.89

4,993.55

23,546.85

158.49

12,035.72

3,331.51

15,525.73 6,777.19

Unallocable expenses

38,782.72

Rest of the World 40,790.92

Total Rs. Lakhs 125,583.86

30,542.56 23,843.52

39,332.76 35,628.16

108,680.94 100,884.17

17,814.77 782.31

35,874.45 169.21

92,223.16 1,152.84

4,044.96 Other Income

1,222.12

Net profit before taxes

1,115.96 17,991.78

Taxes

12,596.73 4,089.91

Net profit after taxes

13,901.87

3,496.77 9,099.96 Fixed assets used in the Companyâ&#x20AC;&#x2122;s business or liabilities contracted have not been identified to any of the reported segments, as fixed assets and services are used interchangeably between reported segments.

110

Secondary Segment The complete operations of the Company have been treated as a single segment â&#x20AC;&#x153;Information technology servicesâ&#x20AC;?.

Previous year figures are shown in italic.

12.6.j

Auditors Remuneration* 2010-11 Rs. Lakhs

2009-10 Rs. Lakhs

25.00

25.00

ii) For Tax Audit

3.00

3.00

iii) For Other services

0.50

1.27

iv) Reimbursement of out-of-pocket expenses

0.33

0.11

28.83

29.38

87.28

119.17

ii) For Tax Audit

0.25

-

iii) For Other services

5.31

5.72

iv) Reimbursement of out-of-pocket expenses

0.53

-

93.37

124.89

For Holding Company i)

For services as auditors, including quarterly audits

For Subsidiaries & Joint venture i)

For services as auditors, including quarterly reviews

* Excluding service tax 12.6.k

Related Party Disclosures for the year ended March 31, 2011 a)

Related party and their relationship

1. Parent Company

Tata Motors Limited

2. Fellow subsidiaries

1. TAL Manufacturing Solutions Ltd. 2.

HV Axle Ltd.

3.

HV Transmission Ltd.

4. Sheba Properties Ltd. 5.

Concorde Motors (India) Ltd.

6.

Tata Daewoo Commercial Vehicle Co.Ltd.

7. Tata Motors Insurance Broking & Advisory Services Ltd. 8.

Tata Motors European Technical Centre Plc.

9.

Tata Motors Finance Limited

10. Tata Marcopolo Motors Ltd. 11. Tata Motors (Thailand) Ltd. 12. TML Holdings Pte Ltd., Singapore 13. TML Distribution Company Limited 14. Tata Hispano Motors Carrocera S.A. 15. Tata Motors (SA) (Proprietory) Limited 16. Miljobil Grenland AS 17. JaguarLandRover Limited 18. Jaguar Cars Ltd

111

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

2 Fellow subsidiaries

19. Jaguar Cars Overseas Holdings Ltd 20. Jaguar Land Rover Austria GmbH 21. Jaguar Belux NV 22. Jaguar Land Rover Japan Ltd. 23. Jaguar cars South Africa (pty) Ltd 24. Jaguar Italia SPA 25. Jaguar Cars Exports Ltd 26. The Daimler Motor Company Ltd 27. The Jaguar Collection Ltd 28. Daimler Transport Vehicles Ltd 29. SS Cars Ltd 30. The Lanchester Motors Company Ltd 31. Jaguar Hispania Sociedad 32. Jaguar Deutschland GmbH 33. Land Rover UK 34. Land Rover Group Ltd 35. Jaguar Land Rover North America LLC 36. Land Rover Belux S.A./N.V 37. Land Rover Ireland Ltd 38. Jaguar Land Rover Nederland BV 39. Jaguar Land Rover Portugal - Veiculos e Pecas LDA 40. Jaguar Land Rover Australia Pty Ltd. 41. Land Rover Exports Ltd 42. Land Rover Italia SpA 43. Land Rover Espana SL 44. Land Rover Deutschland GmbH 45. Jaguar Land Rover Mexico SA de CV (sold to an importer on July 12, 2010) 46. Jaguar Land Rover Korea Company Ltd 47. Jaguar Land Rover Automotive Trading (Shanghai) Company Ltd. 48. Jaguar Land Rover Canada ULC 49. Jaguar Land Rover France, SAS 50. Jaguar Land Rover (South Africa) (Pty) Ltd. 51. Jaguar Land Rover Brazil LLC 52. Limited Liability Company “Jaguar Land Rover” (Russia) 53. Land Rover Parts Limited 54. Land Rover Parts US LLC 55. Tata Hispano Carrosseries Maghreb (Name changed from Carrosseries Hispano Maghreb, Morocco w.e.f. February 22, 2011)

112

2 Fellow subsidiaries

56. Tata Daewoo Commercial Vehicle Sales and Ditsribution Co. Ltd. 57. Tata Precision Industries Pte. Ltd (w.e.f. February 15, 2011) 58. Tata Engineering Services Pte Ltd (w.e.f. February 15, 2011) 59. Trilix, Italy

3 Joint Venture

TATA HAL Technologies Limited

4 Associates of Parent Company

1.

Tata Cummins Ltd

2. Tata Precision Industries (India) Ltd. (w.e.f. February 15, 2011) 3. Fiat India Automobiles Ltd. 4. Automobile Corporation of Goa Ltd 5.

Nita Co Ltd

6.

Telco Construction Equipment Co.Ltd.

7. Tata AutoComp Systems Ltd 5 Key Management Personnel

Mr. P. R. McGoldrick

6 Key Management

1. Mr. Warren K Harris

Personnel in subsidiary

2. Mr. Samir Yajnik

companies & Joint Venture

3. Mr. Fernando Oviedo 4. Mr. Nick Sale 5. Mr. Ramesh Indhewat 6. Mr. Ron Bienkowski 7.

Mr. Lokesh Shrivastava

113

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

b) Transactions with the related parties A statement of transactions with the related parties is attached herewith.

(Rs. In Lakhs) Particulars

Parent Company

Fellow subsidiaries

Joint Venture

Key Management Personnel

Sale of goods(inclusive of sales tax)

3,225.83 (1,194.28)

(2,740.47)

29.22 (17.98)

-

Services received

(0.07) -

-

134.94 (7.72)

-

Services rendered

26,854.13 (21,059.29)

23,580.70 (19,064.42)

1.09 -

-

Finance given (ICD)

Finance taken (ICD)

27,100.00

-

-

-

(22,900.00)

-

-

-

32,600.00

-

-

-

(21,600.00)

-

-

-

(553.14)

-

-

-

(received)(net)

(24.62)

-

-

-

Remuneration

-

-

-

Interest/Dividend paid/

672.99

(1,106.89) Amount receivable

Amount payable

Amount receivable

2,187.42

6,122.63

15.43

-

(1,013.99)

(3,563.73)

(18.13)

-

45.24

(0.01)

35.65

20.16

(15.30)

-

(4.10)

(20.16)

-

-

432.00

-

(5,500.00)

-

(273.50)

-

Amount payable

-

0.01

-

-

(in respect of loans, Equity & ICD)

-

(0.01)

-

-

(in respect of loans, Equity & ICD)

Disclosure of material transactions transactions: Tata Motors Limited: as disclosed above 12.6.l

114

The Company has a joint venture with Hindustan Aeronautics Ltd., TATA HAL Technologies Ltd ( THTL) for providing engineering and design solutions and services in the domain of aerostructures for aerospace industry. The Company has an investment of Rs. 307 lakhs as at March 31, 2011, representing 50% shareholding in THTL. During the year, the Company has further remitted Rs. 125 lakhs to THTL, towards application money and allotment of shares for the same is pending.

The proportionate share of assets and liabilities as on March 31, 2011 and income and expenditure for the year 2010-11of THTL are given below.

(Rs. In Lakhs)

As on March 31, 2011 (Audited)

As on March 31, 2010 (Audited)

(214.66)

(184.44)

69.95

56.57

189.60

76.64

259.55

133.21

32.22

38.46

9.99

5.68

42.21

44.14

2010-11 (Audited)

2009-10 (Audited)

Service Income

153.73

22.73

Other Income

13.59

5.71

167.31

28.43

180.96

107.06

16.57

0.65

197.53

107.70

RESRVERS AND SURPLUS Profit & Loss Account ASSETS Net Block (including CWIP) Current Assets

LIABILITIES Loan Funds Current Liabilities Provisions

INCOME

EXPENDITURE Salary & Other general expenses Depreciation

12.6.m

Conversion into Indian Rupees For the purpose of consolidation, the financial statements of foreign subsidiaries have been translated into its immediate parent companies currency and the same has been on the following basis: All income and expenses items are converted at the average rate of exchange applicable for the period. All assets and liabilities are translated at the closing rate as on the balance sheet date. The resulting exchange differences on account of translation at the period end are transferred to translation reserve.

12.6.n

The previous year figures have been re-classified/regrouped wherever necessary, to conform to current yearâ&#x20AC;&#x2122;s classification.

115

116

1

Tata Technologies de Mexico, S.A. de C.V. (formerly known as Integrated Systems Technologies de Mexico, S.A. de C.V.)

Tata Technologies Europe Limited (formerly known as INCAT Limited)

INCAT GmbH

INCAT SAS #

Tata Technologies (Thailand) Limited (formerly known as INCAT (Thailand) Limited)

TATA Technologies Pte Ltd.

3

4

5

6

7

8

9

Singapore

Thailand

France

Germany

UK

Mexico

Canada

USA

U.K.

Country

SGD

BAHT

EURO

EURO

GBP

USD

USD

USD

GBP

Reporting Currency

35.37

1.47

63.39

63.39

71.47

44.59

44.59

44.59

71.47

Exchange Rate

3,358.56

Reserves

31,070.65

519.34

-

103.97

7.15

69.27

0.45

28,602.68

(343.77)

-

1,282.37

3,667.91

157.13

(428.31)

19,925.71 (37,514.83)

173.49

Capital

60,869.84

312.75

-

1,439.88

16,411.01

395.54

524.56

14,039.33

4,813.82

Total Assets

1,196.51

137.18

-

53.55

12,735.96

169.14

952.43

31,628.45

1,281.77

Total Liabilities

-

-

-

-

-

-

-

-

-

Investments Other than Investments in Subsidiaries

3,430.86

783.55

-

95.23

38,351.20

878.08

271.82

44,102.42

-

Turnover

1,099.20

67.97

-

106.34

2,796.91

(9.87)

20.78

1,854.31

(89.37)

Profit Before Taxation

17.01

-

-

-

492.90

(2.76)

-

596.07

(28.59)

Provision for Taxation

1,082.19

67.97

-

106.34

2,304.01

(7.11)

20.78

1,258.23

(60.79)

Profit After Taxation

Rs. Lakhs

-

-

-

-

-

-

-

-

-

Proposed Dividend

As required under Circular No. 2/2011 dated February 8, 2011, issued by the Ministry of Company affairs, Indian rupee equivalents of the figures given in foreign currencies in the accounts of the subsidiry companies, have been given based on the exchange rates as on 31.03.2011 # Liquidated w.e.f. April 30, 2010

Tata Technologies Canada Inc. (formerly known as INCAT Solutions of (Canada) Inc.)

2

Note :

INCAT International Plc

Tata Technologies Inc (formerly known as INCAT Systems Inc.)

1

Name of Subsidiary Company

S. No.

Statement pursuant to exemption received under section 212(8) of the Companies Act, 1956 relating to subsidiary companies

Seventeenth annual report 2010-11

Ta ta Technolo gies Limit ed echnologies Limited

117

Tata Technologies (Canada) Inc. (formerly known as INCAT Solutions of Canada Inc.)

Tata Technologies de Mexico, S.A. de C.V. (formerly known as Integrated Systems Technologies de Mexico, S.A. de C.V.)

INCAT GmbH

INCAT SAS #

6

7

8

9

March 31, 2011

March 31, 2011

*

*

March 31, 2011

March 31, 2011

*

*

March 31, 2011

*

March 31, 2011

March 31, 2011

March 31, 2011

March 31, 2011

70,000 shares of Euros 1 each

1,640 ordinary shares of EURO 1 each

Fixed Capital of 50,000 share of no par value.Variable Capital of 1,713,465 share of no par value

1 share of no par value

1,50,000 common stock class A and 8,85,500 common stock-class B, with no par value

10,000 Ordinary shares of GBP 1 each fully paid

24,275,000 Ordinary shares of Penny 1 each fully paid

705,341 ordinary shares at 50 Baht each

86,463,759 Ordinary shares no par value

Number and face value

# Liquidated w.e.f. April 30, 2010

Rs. Lakhs

Anubhav Kapoor Company Secretary

Chief Financial Officer

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Date: April 30, 2011 Place: Pune

S Ramadorai P R McGoldrick R Gopalakrishnan P P Kadle C Ramakrishnan

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Rs. Lakhs

dealt with in the accounts of the Company for the year ended 31st March, 2011

Chairman Managing Director Director Director Director

(51.35)

(569.91)

74.43

(442.96)

4,143.57

805.48

301.37

(344.88)

2,293.72

not dealt with in the accounts of the Company for the year ended 31st March, 2011 Rs. Lakhs

Net aggregate amount of profits / (losses) for previous financial years of the subsidiary, since it became a subsidiary so far as they concern members of the Company

For and on behalf of the Board

-

106.34

(7.11)

20.78

1,258.23

2,304.01

(60.79)

67.97

1,082.19

Rs. Lakhs Nil

not dealt with in the accounts of the Company for the year ended 31st March, 2011

Net aggregate amount of profits / (losses) of the subsidiary for the financial year of the subsidiary so far as they concern members of the Company dealt with in the accounts of the Company for the year ended 31st March, 2011

Samrat Gupta

100.00

100.00

99.24

99.24

99.24

100.00

100.00

100.00

100.00

Extent of holding

Shares of the subsidiary held by the Company directly or through subsidiary company on March 31, 2011

* By virtue of Section (4) (1) (C) of the Companies Act, 1956, these are subsidiaries of the Company.

Tata Technologies Inc (formerly known as INCAT Systems Inc.)

5

4

* Tata Technologies Europe Limited (formerly known as INCAT Limited) *

3

INCAT International Plc

Tata Technologies (Thailand) Limited (formerly known as INCAT (Thailand) Limited)

2

* *

Tata Technologies Pte Limited

1

Financial year of the subsidiary ended on

Statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies

Name of the subsidiary

Sr. No.

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

FREQUENTL Y ASKED QUESTIONS BY INVEST ORS: FREQUENTLY INVESTORS: 1.

Procedure for notifying the change in address The investor must send a request letter to TSR Darashaw Ltd (TSRDL), mentioning the new address and the pin code along with all the folio numbers, duly signed by the first shareholder, as per the specimen signature registered with TSRDL. TSRDL will then advise about the documents to be submitted for registering the address change.

A computerized acknowledgement will be sent to the investor’s new address confirming the updation of the change in the records.

In case of dematerialized holdings, the Investor must write to his Depository Participant immediately and ensure that he or she receives a confirmation of them having noted the Investors’ new address.

2.

Procedure for notifying change of name Investors notifying the change of name should follow the following procedure: A.

Individuals Please submit the following to TSRDL:

B.

1.

Consequent to marriage/divorce/attaining majority, please send an attested copy of the marriage certificate/divorce decree/birth certificate or school leaving certificate as the case may be, duly attested by a Notary Public/Bank Manager under his official seal stating full name, address & registration no. (in case of Notary Public) and full name, designation & name and address of bank (in case of Bank Manager).

2.

Prescribed form, available at the office of TSRDL (can also be downloaded from TSRDL website), duly completed and signed by the holder(s). The signature of the investor whose name is to be changed should be attested by his/her Bank Manager under his official seal stating his full name, designation and name and address of Bank.The other holders, if any, should sign as per the specimen signature(s) registered with TSRDL.

3.

Self attested copy of the PAN card of the holder(s).

4.

Share Certificates in original for necessary endorsements thereon.

Corporate For securities held in physical form, please write to TSRDL enclosing an original or certified copy of the Certificate of Incorporation on Change of Name along with the Share Certificates in original for the necessary endorsements thereon.

3.

What should one do in case he does not receive the dividend?

The investor should write to TSRDL on plain paper, mentioning his/her Folio number (all Folio Numbers in case more than one folio), duly signed by the investor (by all shareholders in case of joint shareholding), as per the specimen signatures recorded with TSRDL. TSRDL will then verify the status of the dividend. In case the Dividend Warrant has been returned to TSRDL or the dividend warrant has not been duly sent, the warrant will be sent to the investors address as recorded with TSRDL provided the amount has not been transferred to the Investor Education and Protection Fund. In case there is a change in address to be registered, please refer to instructions under the “Procedure for change of address”.

4.

Procedure for renewing a time barred dividend warrant/cheque/dividend The investor should send the outdated instrument to TSRDL to enable issue of a fresh instrument. The fresh instrument will be mailed to the address as recorded with TSRDL, if the amount reflects an outstanding status in the records of TSRDL, provided the amount has not been transferred to the Investor Education and Protection Fund. In case there is a change in address to be registered, please refer to instruction under “Procedure for change of address”.

5.

Procedure for transfer of Shares Transferee(s) need to send the Share Certificate(s) along with the share transfer deed in the prescribed Form 7B, duly filled in, executed and affixed with share transfer stamps, to TSRDL. For Shares, stamp duty @ 0.25% of the consideration of the transfer should be affixed on the transfer deed at the specified place on the back of the form. In case the number of stamps to be affixed exceeds the space provided in the

118

form, extra sheets may be attached to the form on which the stamps can be affixed. Share transfer stamps are available at the offices of the Government Treasury. The transfer deed can also be franked instead of affixing the share transfer stamps. The prescribed Form 7B can be obtained from any Stock Exchange at Re 1/- per form.

For securities held in electronic form, the Investor must contact his/her Depository Participant.

6.

Procedure for transmission of Shares For transmission of securities in case of legal heir/executor in respect of the sole shareholder who is deceased, please submit the following to TSRDL: 1.

An attested copy of the death certificate of the deceased holder along with attested copy of Succession Certificate or Probate of Will or Letter of Administration obtained in respect of the sole holding. Attestation on the above documents should be done by a Notary Public under his official seal stating full name, address & registration no.

2.

Relevant certificates for the securities to be transmitted.

3.

Prescribed transmission form available with TSRDL duly completed and signed by the legal heir(s)/ executor(s) whose signature(s) should be verified by his/their Bank Manager under his official seal stating his full name, designation with name & address of bank.

4.

Self certified copy of the PAN Card of the legal heir(s)/executor(s).

In case the Investor does not have any such form of Legal Representation, he/she are requested to write to TSRDL for further advice.

For securities held in electronic form, the Investor must contact his/her Depository Participant.

7.

Procedure for obtaining duplicate Share Certificate(s) in case of loss/misplacement of original Share Certificate(s) The shareholder must immediately inform TSRDL by sending a letter regarding loss of certificates, giving details of folio number and distinctive numbers, duly signed by the first holder as per the specimen signature registered with TSRDL. It is advisable to lodge a complaint with the local Police Station. The Investor must send to TSRDL, an acknowledged copy of the Complaint/FIR for advice on the further course of action.

The investor should state: ●

Name of the Company in which he/she holds securities.

●

The full name and address, as recorded with TSRDL.

●

The distinctive number(s) of the certificate(s) that is/are missing.

If the number(s) of the missing certificate(s) is not known, please provide the number(s) of the certificates still in possession. Please also state if the certificate(s) is/are lost or stolen. If the certificate(s) is/are stolen, the F.I.R as issued by the Police should be sent to TSRDL. TSRDL will send the documents to be executed for issue of duplicate certificates.

In case the original certificates are traced, please inform TSRDL immediately so as to avoid any complexity/ delay in future transactions.

8.

Procedure for notifying change in bank account details The investor must send a request letter to TSR Darashaw Limited, mentioning the New Account number which is to be notified, duly signed by the shareholder (by all shareholders in case of joint shareholding), as per the specimen signatures recorded with TSRDL. The shareholder must also attach a copy of the passbook with the changed bank account details, duly attested by the Bank Manager.

9.

Procedure for splitting or consolidation of Share Certificates The shareholder must send a request letter to TSR Darashaw Limited along with the Share Certificates (*provided they are under the same folio in case of consolidation), duly signed by the shareholder (by all shareholders in case of joint shareholding), as per the specimen signature recorded with TSRDL. The Share Certificates, after splitting or consolidation, will be sent by TSRDL to the shareholders at their registered address. *In case of consolidation of Share Certificates having different Folios, please follow the procedure for consolidation of folios to facilitate consolidation of Share Certificate.

119

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

10.

Procedure for amalgamation/consolidation of Folios In case the shareholder has more than one folio registered with same address and identical names which are in same order, the shareholder must send a request letter to TSR Darashaw Limited along with the certificates pertaining to the folio having the smaller holdings duly signed by the shareholder (by all shareholders in case of joint shareholding), as per the specimen signature recorded with TSRDL. Do not send the certificates pertaining to the larger holdings, in which account the multiple folios are being amalgamated. The prescribed form for amalgamation can be obtained from TSRDL or downloaded from their website.

For securities held in electronic form, the Investor must contact his/her Depository Participant.

11.

Pr oc edur e ffor or “N omina tion or shar es edure “Nomina omination tion”” ffor shares Shareholders who hold the shares singly in physical form and wish to make or change the nomination in respect of the shares held by them as permitted under section 109A of the Act, may submit an application to TSR Darashaw Limited (TSRDL) in the prescribed Form 2B. The said form can be obtained from TSRDL or downloaded from their website.

For securities held in electronic form, the Investor must contact his/her Depository Participant.

12.

Procedure for transposition/change in order of name for holdings The request for change in the order of names of registered holders should be made in the prescribed Transposition form available at the offices of TSRDL (can also be downloaded from TSRDL website). The form is to be signed by all the joint holders as per the specimen signature recorded with TSRDL, and submitted along with the certificates and self certified copies of the PAN Cards of all the holders.

Note: Investors can transpose full or part of the holdings.

For securities held in electronic form, the Investor must contact his/her Depository Participant.

13.

Receipt of Annual Report through email Shareholders can receive Annual Reports through email. Shareholders are requested to update their email ids with TSRDL or their respective Depository Participants. Shareholders are also requested to dematerialize their shares and update their email ids with their Depository Participants.

14.

In case of non-receipt of Annual Report The shareholder can contact the Secretarial Department of the Company to enquire on the status of dispatch of the Annual Reports. The investor can also find the latest Annual Report of the Company on the website of the Company under the “investors” section.

15.

S ale of shar es b y emplo yees tto o the Tata Technolo gies Emplo yee SSttock Option Tr ust shares by employ echnologies Employ Any employee who wants to sell his/her shares can sell to the shares to the Tata Technologies Limited Employee Stock Option Trust by writing to the Trust at ttesoptrust@tatatechnologies.com stating the reason for the sale of the shares. The Trust will then purchase the shares from the employee subject to the approval of the Stock Allotment Committee. After approval of the Committee, the Trust will then inform the employee about the further documents to be submitted and steps to be taken for the sale of shares.

FREQUENTL Y ASKED QUESTIONS ON DEMA TERIALIZA TION: FREQUENTLY DEMATERIALIZA TERIALIZATION: 1.

What is Demat and what are its benefits?

Dematerialization (‘Demat’ in short form) signifies conversion of a share certificate from its present physical form to electronic form for the same number of holding.

It offers scope for paperless trading through state-of-the-art technology, whereby share transactions and transfers are processed electronically without involving any share certificate or transfer deed after the share certificates have been converted from physical form to electronic form.

Demat attempts to avoid the time consuming and complex process of getting shares transferred in the name of buyers as well its inherent problems of bad deliveries, delay in processing/fraudulent interception in postal transit, etc.

120

Dematerialization of shares is optional and an investor can still hold shares in physical form.

The Depositories Act, 1996 has been enacted to regulate the matters related and incidental to the operation of Depositories and demat operations. Two Depositories are in operation - National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL).

Following are the benefits of demat:

2.

1.

Elimination of bad deliveries

2.

Elimination of all risk associated with physical certificates

3.

No stamp duty on transfers

4.

Immediate transfer/trading of securities

5.

Faster settlement cycle

6.

Faster disbursement of non cash corporate benefits like rights, bonus etc.

7.

SMS alter facility

8.

Periodic status reports and information available on internet

9.

Ease related to change of address of investor

10.

Elimination of problems related to transmission of demat shares

11.

Ease in portfolio monitoring

12.

Ease in pledging the shares

How does the Depository System operate?

The operations in the Depository System involve the participation of a Depository, Depository Participants, Company/Registrars and Investors. The Company is also called the Issuer. A Depository (NSDL and CDSL) is an organization like a Central Bank, i.e. Reserve Bank where the securities on an investor are held in electronic form, through Depository participants. A Depository Participant is the agent of the Depository and is the medium through which the shares are held in the electronic form. They are also the representatives of the Investor, providing the link between the investor and the company through the Depository.

To draw analogy, the Depository system functions very much like the banking system. A bank holds funds in accounts whereas; a Depository holds securities in accounts for its clients. A bank transfers funds between accounts whereas; a Depository transfers securities between accounts.

In both systems, the transfer of funds or securities happens without the actual handling of funds or securities. Both the banks and the Depository are accountable for safe keeping of funds and securities respectively.

3.

How to demat ones shares?

First, the Investor will have to open an account with a Depository Participant (DP) and get a unique Client ID number. Thereafter, he/she will have to fill up a Dematerialization Request Form (DRF) provided by the DP and surrender the physical shares, which is to be dematerialized to the DP. The DP upon receipt of the shares and the DRF will send an electronic request to the company’s Registrar and Share Transfer Agent through the Depository for confirmation of demat. Each request will bear a unique transaction number.

The DP will simultaneously surrender the DRF and the shares to the Company’s Registrar and Share Transfer Agent with a covering letter requesting the Registrar and Share Transfer Agent of the Company to confirm demat. The Company’s Registrar and Share Transfer Agent after necessary verification of the documents received from the DP will confirm demat to the Depository.

This confirmation will be passed on from the Depository to the DP, which holds the Investors’ account. After receiving this confirmation from the Depository, the DP will credit the account with the shares so dematerialized. The DP will hold the shares in the dematerialized form thereafter on the Investors’ behalf and the Investor will become the beneficial owner of these dematerialized shares.

4.

Can the dematerialized shares be converted back into physical form?

If the Investor is holding shares in electronic form, he/she will still have the option to convert their holding to physical form by submitting a Rematerialization Request Form (RRF) through their DP in the same

121

Seventeenth annual report 2010-11 Ta ta Technolo gies Limit ed echnologies Limited

manner as Dematerialization. Upon receipt of such request from the DP, the Company will issue share certificates for the number of shares so rematerialized.

5.

Wha e the char ges tto ob e paid tto o dema ysic al shar es? Will the C ompan y pa y ffor or it or do es the hatt ar are charges be dematt one oneâ&#x20AC;&#x2122;â&#x20AC;&#x2122;s ph phy sical shares?

Compan ompany pay does Investor have to pay for it?

The charges differ from DP to DP and therefore the Investor will have to contact his/her DP for the same.

The charges for demat have to be borne by the Investor.

6.

Can the share purchased in physical form be directly given to the DP for dematerialization?

Prior to dematerialization of the shares, they have to be registered in favor of the Investor. Hence, the Investor has to necessarily lodge the share certificates with a duly executed transfer deed with the Companyâ&#x20AC;&#x2122;s Registrar and Share Transfer Agent.

7.

How will the Investor get dividends on dematerialized shares? Will the shareholder get the Annual Report after dematerialization of the shares and would the Investor be able to attend the AGM? The Depository Participants will give the list of demat account holders and the number of shares held by them in electronic form on the Record date to the Company (Beneficiary Persons, known as Benpos in short). On the basis of Benpos, the Company will issue dividend warrants in favor of the demat account holders.

The rights of the shareholders holding shares in demat form are at par with the holders in physical form.

Hence the Investor will be eligible to get the Annual Report and will have the right to attend the AGM as a shareholder.

8.

What are the chances of any fraud/disputes in using a demat account? Whom should the Investor approach in such cases?

Common risk factors applicable to trading in physical shares like mismatch in signatures, loss in postal transit etc., are absent since the dematerialized shares are traded scrip less.

However, in the unlikely event of any other dispute, the concerned Depository Custodian viz. NSDL/CSDL or SEBI would have to be approached for resolving such issues.

9.

Can the Investor pledge his/her shares in demat form for the purpose of availing any funding/loan arrangement with the bankers?

Yes. The Investor will have to contact his/her DP for this.

122

CK

:

I hereby record my presence at the SEVENTEENTH ANNUAL GENERAL MEETING of the Company at 25, Rajiv Gandhi Infotech Park, Hinjawadi, Pune 411 057, at 3:30 p.m. on Wednesday, July 27, 2011.

:

Seventeenth Annual General Meeting of the Company, to be held on Wednesday, July 27, 2011 or at any adjournment thereof.

2011.

1 Rupee

NOTE:

The proxy must be returned so as to reach the Registered Office of the Company not less than FORTY-EIGHT HOURS before the time for holding the aforesaid meeting.

Global Presence

AMERICAS

Brazil Canada

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Mexico

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United States

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EUROPE France

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Germany

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Ireland

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Italy Netherlands

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Portugal

Spain

Sweden

Switzerland UK

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APAC Bangladesh

China

India

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Japan

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Mauritius

Saudi Arabia

Singapore

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Korea

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South Africa

Sri Lanka Thailand

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International Headquarters

Global Delivery Centre / Centre of Excellence (CoE)

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JV or Legal Entity

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Offices

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Global Engagement Footprint

North America Headquarters 41050 W. Eleven Mile Road Novi MI 48375-1302 USA Tel: +1 248 426 1482

Asia Pacific Headquarters 25 Rajiv Gandhi Infotech Park Hinjawadi Pune 411 057 India Tel + 91 20 6652 9090

Europe Headquarters The Design Hub Coventry University Technology Park Puma Way Coventry West Midlands CV1 2 TT UK Tel. +44 (0) 8443759685

International Headquarters 5 Shenton Way UIC Building #22-08 Singapore 068808 Tel: +65 6779 4733

Tata Technologies Limited 25 Rajiv Gandhi Infotech Park Hinjawadi Pune 411 057 India Email: corporate@tatatechnologies.com www.tatatechnologies.com